FEDERAL DEPOSIT INSURANCE CORPORATION

RE: Stockmen's Bank Kingman, Arizona

Application for Consent to Merge and for Consent to Establish Three Branches

ORDER

The Board of Directors of the Federal Deposit Insurance Corporation has fully considered all facts and information relevant to the factors of section 18(c) and other provisions of the Federal Deposit Insurance Act ("FDl Act") relating to the application of Stockmen's Bank, Kingman, Arizona ("Stockmen's"), an insured State nonmember bank, for the Corporation's consent to merge, under its charter and title, with United Valley Bank, Hanford, California ("UVB"), an insured State nonmember bank, and for consent to establish the three offices of UVB as branches of Stockmen's. Notice of the proposed transaction, in a form approved by the Corporation, has been published pursuant to the FDI Act. Both participants are members of the Bank Insurance Fund.

Upon consideration of all relevant material, and having requested reports within ten days on the competitive factors involved in the proposed transaction from the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Office of Thrift Supervision, and the Attorney General of the United States, having determined that an emergency situation exists which requires expeditious action, and having advised the aforementioned agencies of such emergency,

IT IS ORDERED, for reasons set forth in the attached Basis for Corporation Approval, that the application be and hereby is approved pursuant to sections 18(c) and 44 of the FDI Act, subject to the following conditions:

1. That the proposed transaction may not be consummated before the fifth calendar day after the date of this ORDER;

2. That all the necessary and final approvals be obtained from the appropriate Federal and state authorities prior to consummation of the proposed transaction;

3. That, if the proposed transaction has not been effected within thirty days from the date of this ORDER or, unless in the meantime, a request for an extension of time has been approved by the Corporation, the consent herein granted shall expire at the end of said thirty-day period; and

4. That 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 by the Board of Directors to warrant such action.

Dated at Washington, D.C., this 21st day of January, 1997.

BY ORDER OF THE BOARD OF DIRECTORS

Jerry L. Langley, Executive Secretary

FEDERAL DEPOSIT INSURANCE CORPORATION

RE: Stockmen's Bank Kingman, Arizona

Application for Consent to Merge

BASIS FOR CORPORATION APPROVAL

Pursuant to section 18(c) and other provisions of the Federal Deposit Insurance Act ("FDI Act"), Stockmen's Bank, Kingman, Arizona ("Stockmen's"), an insured State nonmember bank with total resources of $181,557,000 and total IPC deposits of $163,196,000, has applied for the Corporation's consent to merge, under its charter and title, with United Valley Bank, Hanford, California ("UVB"), an insured State nonmember bank with total resources of $37,164,000 and total IPC deposits of *$35,142,000, and for consent to establish the three offices of UVB as branches of Stockmen's. Both participants are members of the Bank Insurance Fund.

In view of the critically undercapitalized condition of UVB, the Board of Directors of the Corporation has determined that an emergency situation exists which requires expeditious action pursuant to paragraph 6 of section 18(c) of the FDI Act.

Since the home states of both banks currently have in effect legislation permitting interstate bank mergers and since UVB is in danger of default, the transaction may be approved pursuant to sections 44(a)(3) and (e) of the FDI Act.

Notice of the proposed transaction, in a form approved by the Corporation, has been published pursuant to the FDI Act.

Competition

The two banks involved in the proposed transaction currently operate in two separate and distinct market areas and do not directly compete for loan or deposit customers. Consummation of the proposed transaction would, therefore, have no effect on the competitive environment within the relevant market areas.

The Board of Directors is of the opinion that the proposed transaction would not, in any section of the country, substantially lessen competition, tend to create a monopoly, or in any other manner be a restraint of trade.

Financial and Managerial Resources: Future Prospects

Stockmen's is in generally satisfactory condition. UVB is critically undercapitalized, and consummation of the proposal is expected to result in an institution with adequate capital for the volume and type of business conducted, acceptable management, and favorable future prospects.

Convenience and Needs of the Community to be Served

The three offices of UVB will be operated as branches of Stockmen's, and the consummation of the proposal will result in continued availability of banking services to the customers of UVB. Convenience and needs considerations are consistent with approval of the approved transaction.

A review of available information, including the Community Reinvestment Act ("CRA") statements of Stockmen's and UVB, disclosed no inconsistencies with the purposes of CRA. The resultant institution could be expected to meet the credit needs of its community, consistent with its safe and sound operation.

Based on the foregoing, the Board of Directors has concluded that approval of this application is warranted.

*Financial data as of September 30, 1996.