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CAPITAL CORP OF THE WEST

EMPLOYEE STOCK OWNERSHIP PLAN

Table of Contents

Page

ARTICLE I - PURPOSE	2
1.1 Exclusive Benefit	2
1.2 Employment	3
1.3 Effective Date	3
ARTICLE II- DEFINITIONS	3
2.1 Accrued Benefit	3
2.2 Administrative Committee	3
2.3 Affiliated Company	3
2.4 Beneficiary	4
2.5 Board or Board of Directors	4
2.6 Cash-Out	4
2.7 Code	4
2.8 Company	5
2.9 Compensation	5
2.10 Employee	5
2.11 Employer	6
2.12 Employer Account	6
2.13 ERISA	7
2.14 Exempt Loan	7
2.15 Fair Market Value	7
2.16 Family Member	7
2.17 Forfeiture	8
2.18 Highly Compensated Employee	8
2.19 Hour Of Service	9
2.20 Leave Of Absence	11
2.21 Member Company	11

2.22 Net Profits	11
2.23 Normal Retirement Age	12
2.24 One (1) Year Break In Service	12
2.25 Participant	13
2.26 Plan	13
2.27 Plan Administrator	13
2.28 Plan Year	13
2.29 Qualified Election Period	13
2.30 Qualified Participant	13
2.31 Qualifying Employer Security	13
2.32 Retirement	13
2.33 Service	14
2.34 Stock	15
2.35 Termination Date	15
2.36 Total And Permanent Disability	15
2.37 Total Service For Vesting	15
2.38 Trust	15
2.39 Trust Fund	16
2.40 Unallocated Stock Account	16
2.41 Valuation Date	16
2.42 Year Of Service For Accrual Of Benefits	16
2.43 Year Of Service For Participation	16
2.44 Year Of Service For Vesting	17
ARTICLE III ELIGIBILITY TO PARTICIPATE	17
3.1 Initial Entry	17
3.2 Resumption of Participation	17
ARTICLE IV - CONTRIBUTIONS TO THE TRUST	18
4.1 Amount Of Contributions To Participants	18
4.2 Manner Of Allocation	18
4.3 Permissible Types Of Employer Contributions	19
4.4 Interim Allocation To Unallocated Stock Account	19
4.5 General Accounting	19
4.6 Additional Provisions	20

ARTICLE V - ADMII\IISTRATION OF ACCOUNTS	20
5.1 Investments	20
5.2 Invest In Single Fund And Reasonable Rules	20
5.3 Valuation Of Assets	20
5.4 Limitations On Allocations To Each Participant	22
5.5 Allocation Limitation-- More Than One Defined Contribution Plan	23
5.6 Designation Of Beneficiary	24
5.7 Participant Voting And Exercise Of Stock Rights	24
ARTICLE VI - VESTING	25
6.1 Employer Account Vesting On Death, Retirement, Or Total Permanent Disability	25
6.2 Employer Account Vesting On Termination	25
6.3 Restoration Of Forfeitures	26
ARTICLE VII- DISTRIBUTION OF BENEFITS	27
7.1 Method of Distribution of Accounts	27
7.2 Time Of Distribution	28
7.3 Segregation If Installment Distribution	31
7.4 Non-Segregation If Installment Distribution	32
7.5 Distribution After Death Of Participant	32
7.6 Distribution After Death Of Beneficiary	32
7.7 Direct Rollover	33
7.8 Suspense Account For Terminated Participants	34
7.9 Unable To Locate Participant Or Beneficiary	35
7.10 Repayment Of Cash-Out	36
7.11 Options Of Participants To Sell Stock	36
7.12 Right Of First Refusal	37
7.13 Other Restrictions	38
7.14 Distribution Of Dividends	38
7.15 Diversification Of Investments	38
7.16 Qualified Domestic Relations Orders	39
ARTICLE VIII - DUTIES AND AUTHORITY OF TRUSTEE	40
8.1 Receive Payments	40

8.2 Evaluate Assets	40
8.3 Segregation Of Accounts	40
8.4 Tax Returns And Reports	41
8.5 Powers	41
8.6 Expenses	43
8.7 Litigation	44
8.8 Written Instructions	44
8.9 Appointment Of Investment Manager	44
8.10 Removal And Resignation Of The Trustee	44
8.11 Loans From Disqualified Persons	45
ARTICLE IX - DUTIES AND AUTHORITY OF ADMINISTRATIVE COMMITTEE	46
9.1 Appointment	46
9.2 No Discrimination	47
9.3 Majority Action	47
9.4 Powers	47
9.5 Filing Reports	48
9.6 Records And Information	48
9.7 Information To Participants	48
9.8 Compensation Of Members	48
9.9 Review Of Participant?s Claims	48
ARTICLE X - MODIFICATIONS FOR TOP HEAVY PLANS	49
10.1 Application Of Article	49
10.2 Definitions	49
10.3 Accelerated Vesting	53
10.4 Minimum Contributions	53
10.5 Limitation On Compensation Taken Into Account Under Plan	55
ARTICLE XI- AMENDMENT AND TERMINATION	55
11.1 Rights To Suspend Or Terminate Plan	55
11.2 Successor Corporation	55
11.3 Amendment	55

11.4 One Hundred Percent (100%) Vesting On Termination Of Plan	56
11.5 Plan Merger Or Consolidation	56
ARTICLE XII- MISCELLANEOUS	56
12.1 Laws of California To Apply	56
12.2 Participant Cannot Transfer Or Assign Benefits	57
12.3 Right To Perform Alternative Acts	57
12.4 Reversion Of Contributions Under Certain Circumstances	57
12.5 Plan Administrator Agent For Service Of Process	58
12.6 Filing Tax Returns And Reports	58
12.7 Indemnification	58
12.8 Number And Gender	59
12.9 Military Service	59
12.10 Board Funding Authority	59
ARTICLE XIII - EXEMPT LOANS	60
13.1 UseOf Proceeds	60
13.2 Interest Rate	60
13.3 Non-Recourse	60
13.4 Limitations On Payments	61
13.5 Forfeiture Of Qualifying Employer Securities	61
13.6 Limitation On Future Obligation	61

CAPITAL CORP OF THE WEST

EMPLOYEE STOCK OWNERSHIP PLAN

RECITALS

This Stock Bonus Employee Stock Ownership Plan and Trust Agreement (Plan) is made by and between Capital Corp of the West, a California corporation, having its principal place of business at 550 West Main Avenue, Merced, California 95308 (Employer) and Ed Rocha, Michael T. Ryan, Paul Williams and R. Dale McKinney (Trustees).

A. Effective December 31, 1981, the Employer adopted the Plan.

B.	On or about D-?cember 12, 1994, the Plan was amended and re ?ited, retroactively effective January 1, 1987, and was then known as the County Bank Stock Bonus Employee Stock Ownership Plan.

C.	Effective January 1, 1993, the Plan was amended to add technical provisions required by the IRS in order to obtain a determination letter complying with the Tax Reform Act of 1986 and regulations then in effect.

D.	Effective May 1, 1996, the Plan was amended to change the Plan?s distribution provisions and to change the initial entry date into the Plan.

E.	On June 30, 1997, the Plan was amended effective for Plan years beginning after December 11, 1994 to comply with Rev. Rul. 94-76 relating to direct transfers.

F.	On June 10, 1997, the Plan was amended to comply with certain provisions of the Uniformed Services Employment and Reemployment Act.

G.	On July 17, 1997, the employer amended the Plan, effective January 1, 1998, to clarify the Trust?s accounting treatment of stock dividends paid on the Plan?s employer securities and to add provisions clarifying the Trust?s accounting treatment for stock splits.

H.	The Employer amended the Plan, effective June 30, 2000, to:

?	Clarify when individuals who are rehired by the Employer resume participation in the Plan; and

Change the distribution timing rules of the Plan to allow Participants to receive a distribution as soon as administratively feasible after the Valuation Date following the Participant?s Termination Date and based upon either: the value of the Qualifying Employer Securities as of the preceding year end Valuation Date if such Termination Date is January 1 through June 30 of the Plan Year; or as of the next following Valuation Date if such Termination Date is July 1 through December 31 of the Plan Year.

I. The Employer and the Trustee now wish to amend and restate the plan document to adopt the technical changes necessary for the Plan to conform with changes in the law enacted by the General Agreement on Tariffs and Trade (GATT), Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA), Small Business Job Protection Act of 1996 (SBJPA), the Taxpayer Relief Act of 1997 (TRA 97), the Restructuring and Reform Act of 1998 (RRA 98), the Community Renewal Tax Relief Act of 2000 (CRA), and applicable Treasury Regulations issued thereun?ler.

ARTICLE I - PURPOSE

1.1 Exclusive Benefit.

This Plan has been executed for the exclusive benefit of the Participants hereunder and their Beneficiaries. This Plan shall be interpreted in a manner consistent with this intent and with the intention of the Employer that this Plan and its related Trust satisfy Internal Revenue Code (Code) section 401 and Code section 501. This Plan is created for the sole purpose of enabling Employees of the Employer to share in its growth. This Plan and Trust are intended to constitute a stock bonus employee stock ownership plan, within the meaning of Code section 4975(e)(7), which will invest primarily in Qualifying Employer Securities. Under no circumstances shall the Trust Fund ever revert to, or be used or enjoyed by the Employer, except as provided in the Reversion Of Contributions Under Certain Circumstances section below.

1.2 Employment.

Nothing contained in this Plan and Trust document is intended nor shall it be deemed to create a contract between the Company and any Employee. This Plan and Trust document shall not affect any rights or obligations of the Company or any Employee to continue or terminate employment.

1.3 Effective Date.

This Plan and Trust document as restated, is effective January 1, 2000, except as specifically noted elsewhere in this Plan. This Plan and Trust contains all provisions required by the Code, up to and including the Unemployment Compensation Amendments of 1992 (UCA), Omnibus Budget Reconciliation Act of 1993 (OBRA 93), General Agreement on Tariffs and Trade (GATT), Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA), Small Business Job Protection Act of 1996 (SBJPA) and the Tax Reform Act of 1997 (TRA 97) and applicable Treasury Regulations issued thereunder with specific effective dates for provisions added by the various tax acts as permitted by the IRS rules governing the remedial amendment period.

ARTICLE II- DEFINITIONS

The following capitalized words and phrases as used in this Plan and Trust document shall have the meanings set forth below.

2.1 Accrued Benefit.

The ?Accrued Benefit? is the amount credited to the Employer Account of a Participant.

2.2 Administrative Committee.

The ?Administrative Committee? or ?Committee? shall refer to the Administrative Committee, as defined in the Duties and Authority of Administrative Committee Article, below.

2.3 Affiliated Company.

?Affiliated Company? shall mean the Employer and any corporation which is a member of a controlled group of corporations (as defined in Code section 414(b)) which includes the Employer; any trade or business

(whether or not incorporated) which is under common control (as defined in Code section 414(c)) with the Employer; an organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Code section 414(m)) which includes the Employer; and any other entity required to be aggregated with the Employer pursuant to regulations under Code section 414(o).

2.4 Beneficiary.

A ?Beneficiary? is any person, estate or trust who by operation of law, or under the terms of the Plan, or otherwise, is entitled to receive any Accrued Benefit of a Participant under the Plan. A ?Designated Beneficiary? is any individual designated or determined in accordance with the Designation Of Beneficiary Article below, except that it shall not include any 1on who becomes a Beneficiary by virtue of the laws of inheritance or intestate succession.

2.5 Board or Board of Directors.

?Board? or ?Board of Directors? shall mean the Board of Directors of Capital Corp of the West as constituted from time to time.

2.6 Cash-Out.

A ?Cash?Out? may be involuntary or voluntary.

An involuntary Cash?Out is a distribution of the Accrued Benefit to a former Participant which meets the following requirements: (i) the former Participant?s entire non-forfeitable Accrued Benefit is distributed to him, (ii) the present value of the non-forfeitable Accrued Benefit of the Participant does not exceed, and at the time of any prior distribution did not exceed, Five Thousand Dollars ($5,000), and (iii) the distribution is made on account of the Employee?s termination of participation in the Plan.

A voluntary Cash?Out is a distribution of the Accrued Benefit to a former Participant which meets the following requirements: (i) the former Participant has voluntarily elected to receive the distribution, and (ii) the distribution is made on account of the Employee?s termination of participation in the Plan.

2.7 Code.

?Code? refers to the Internal Revenue Code of 1986, as amended.

2.8 Company.

?Company? shall mean Capital Corp of the West arid any other Affiliated Company that is a participating company designated as such in accordance with the Member Company Article by the Board of Directors as participating in this Plan.

2.9 Compensation.