EMPLOYMENT AGREEMENT



DATE:       January 1, 2005



PARTIES:    CAPITAL  CORP.  OF THE WEST, a California  corporation,  hereinafter

            referred to as "Employer"; and



            THOMAS T. HAWKER, herein after referred to as "Employee".



RECITALS:



      1.    Employee is  currently  employed as the Chief  Executive  Officer of

            Employer under a written Employment Agreement dated January 1, 2002,

            which will expire at the close of business on December 31, 2004.



      2.    The Parties desire to enter into a new  Employment  Agreement for an

            additional four (4) year term.



AGREEMENT:



      Employer hereby agrees to extend the employment of Employee,  and Employee

hereby  accepts said extension of employment  with Employer,  upon the terms and

conditions hereinafter set forth.



      1. Duties.



      Employee is hereby employed as the President and Chief  Executive  Officer

of Employer.  Employee shall perform the customary  duties of a Chief  Executive

Officer of a California bank holding company,  including but not limited to, the

supervision  of  Employer's   business  and  all  subsidiary   corporations  and

businesses owned or related to Employer and such kindred duties as may from time

to time be  reasonably  requested  of  Employee  by the  Board of  Directors  of

Employer.  As used herein the term  "business  of  Employer"  shall  include the

business of any of Employer's subsidiaries and related entities.

<PAGE>



      2. Appointment to Board of Directors.



      Employer hereby agrees that Employee shall remain a member of the Board of

Directors  of  Employer  for so long as Employee is elected to a position on the

board  by the  shareholders  of  Employer,  or  until  this  Agreement  has been

terminated.  During the period of Employee's election to the Board of Directors,

Employee  shall  serve  as a  member  of any or all  committees  to  which he is

appointed,  except the audit,  compensation/benefits  and executive  committees.

Employee also hereby agrees to accept  appointment  to other boards of directors

and committees of subsidiary  and related  organizations  of Employer.  Employee

shall fulfill all of Employee's  duties as a board and committee  member without

additional  compensation.  Upon the  termination  of this  Agreement  by  either

Employee or Employer,  Employee  agrees to immediately  resign from the Board of

Directors,  from all committees  and from all corporate  offices of Employer and

from all of Employer's  subsidiaries and related companies;  further, all fringe

benefits,  such as insurance,  shall be terminated on the last day of service of

Employee,  unless otherwise mandated by the terms of this Agreement,  Employer's

personnel  policy,  or any other benefit  policies in effect at the time of such

termination.



      3. Term.



      This Agreement shall be effective for a period of forty-eight (48) months.

Employment  under this  agreement  shall  commence on January 1, 2005 and unless

sooner terminated as provided herein, shall end on December 31, 2008 ("Term").



      4. Extent of Service.



      Employee  shall  donate  his full time,  attention,  and  energies  to the

business of Employer, and shall not during the Term of this Agreement be engaged

in any other business activities, except personal investments, without the prior

written consent of Employer.





                                       2

<PAGE>



      5. Regular Compensation.



      In  consideration  for the services which Employee is to render under this

Agreement, Employer shall pay to Employee a base salary ("Base Salary") of Three

Hundred Thirty Thousand Dollars ($330,000).  The Base Salary shall be payable to

Employee in equal  semi-monthly  installments  on the fifteenth and last working

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