EMPLOYMENT AGREEMENT

DATE:                   January 1, 2002

PARTIES:            CAPITAL CORP. OF THE WEST, a California corporation, hereinafter referred toas 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 September 12, 2000, which will expire at the close of business on December 31, 2001.

2.                                       The Parties desire to enter into a new Employment Agreement for an additional three (3) year term.

AGREEMENT:

Employer hereby agrees to extend the employment of Employee, and Employee hereby accepts said extension of employmentwith 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 Employers 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 Employers subsidiaries and related entities.

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 Employees 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 committee. 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 Employees 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 Employers 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, Employers personnel policy, or any other benefit policies in effect at the time of such termination.

3.             Term.

Provided Employee is still employed by Employer through December 31, 2001, this Agreement shall be effective for a period of thirty-six (36) months thereafter, and employment under this agreement shall commence on January 1, 2002 and unless sooner terminated as provided herein, shall end on December 31, 2004 (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.

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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 Two Hundred Sixty Thousand Dollars ($260,000).   The Base Salary shall be payable to Employee in equal semi-monthly installments on the fifteenth and last working day of each month during the period of employment.  Cost of living adjustments will be made effective January 1 of the second and third years in amounts indicated by the Consumer Price Index for the Western Urban Area published by the U.S. Department of Labor Statistics for the preceding twelve (12) months.

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