8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 7, 2006

CAPITAL CORP OF THE WEST

(Exact Name of Registrant as Specified in Charter)

California	0-27384	77-0147763
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)

550 West Main Street, Merced, California 95340

(Address of Principal Executive Offices) (Zip Code)

(209) 725-2200

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 Entry into a Material Definitive Agreement

On April 1, 2006, Capital Corp of the West entered into a Salary Continuation Agreement with the Chief Administrative Officer of the company, Mrs. Katherine Wohlford. In addition, on March 29, 2006, Capital Corp of the West entered into a Severance Agreement with Mrs. Katherine Wohlford. A copy of the executed Salary Continuation Agreement is contained in Exhibit 99.1 of this filing. A copy of the Severance Agreement is contained in Exhibit 99.2 of this filing.

ITEM 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

Not Applicable

(b) Pro Forma Financial Information.

Not Applicable

(c) Exhibits

99.1Copy of Salary Continuation Agreement executed on April 1, 2006 between Capital Corp of the West and Mrs. Katherine Wohlford.

99.2Copy of Severance Agreement executed on March 29, 2006 between Capital Corp of the West and Mrs. Katherine Wohlford.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Capital Corp of the West

(Registrant)

Dated: April 7, 2006	By/s/ David A. Curtis
	David A. Curtis
	Senior Vice President and Controller

EX-99.1

Capital Corp of the West

Salary Continuation Agreement

This Salary Continuation Agreement (this “Agreement”) is entered into as of this 1st day of April, 2006, by and between Capital Corp of the West with its main office in Merced, California (the “Bank”), and Katherine Wohlford, Executive Vice President and Chief Administrative Officer of the Bank (the “Executive”).

Whereas, the Executive has contributed substantially to the success of the Bank and the Bank desires that the Executive continue in its employ,

Whereas, to encourage the Executive to remain an employee of the Bank, the Bank is willing to provide salary continuation benefits to the Executive, payable out of the Bank’s general assets, and

Whereas, none of the conditions or events included in the definition of the term “golden parachute payment” that is set forth in section 18(k)(4)(A)(ii) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)(4)(A)(ii)] and in Federal Deposit Insurance Corporation Rule 359.1(f)(1)(ii) [12 CFR 359.1(f)(1)(ii)] exists or, to the best knowledge of the Bank, is contemplated insofar as the Bank is concerned.

Now Therefore, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Article 1

Definitions

Whenever used in this Agreement, the following terms shall have the meanings specified:

1.1“Accrual Balance” means the liability that should be accrued by the Bank under generally accepted accounting principles (“GAAP”) for the Bank’s obligation to the Executive under this Agreement, by applying Accounting Principles Board 12, as amended by Financial Accounting Standard 106, and the calculation method and discount rate specified hereinafter. The Accrual Balance shall be calculated assuming a level principal amount and interest as the discount rate is accrued each period. The principal accrual is determined such that when it is credited with interest each month, the Accrual Balance at Normal Retirement Age equals the present value of the normal retirement benefits. The discount rate means the rate used by the Plan Administrator for determining the Accrual Balance. The rate is based on the yield on a 20-year corporate bond rated Aa by Moody’s, rounded to the nearest ¼%. The initial discount rate is 7%. However, the Plan Administrator, in its sole discretion, may adjust the discount rate to maintain the rate within reasonable standards according to GAAP.

1.2“Change in Control” means any of the following events occurs —

(a) Merger: Capital Corp of the West merges into or consolidates with another corporation, or merges another corporation into Capital Corp of the West, and as a result less than 75% of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of Capital Corp of the West immediately before the merger or consolidation,

(b) Acquisition of Significant Share Ownership: a report on Schedule 13D or another form or schedule (other than Schedule 13G) is filed or is required to be filed under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of Capital Corp of the West’s voting securities, but this clause (b) shall not apply to beneficial ownership of Capital Corp of the West voting shares held in a fiduciary capacity by an entity of which Capital Corp of the West directly or indirectly beneficially owns 50% or more of its outstanding voting securities or voting shares held by an employee benefit plan maintained for the benefit of County Bank’s employees,

(c) Change in Board Composition: during any period of two consecutive years, individuals who constitute Capital Corp of the West’s board of directors at the beginning of the two-year period cease for any reason to constitute at least a majority of Capital Corp of the West’s board of directors; provided, however, that — for purposes of this clause (c) — each director who is first elected by the board (or first nominated by the board for election by stockholders) by a vote of at least two-thirds of the directors who were directors at the beginning of the period shall be deemed to have been a director at the beginning of the two-year period, or

(d) Sale of Assets: Capital Corp of the West sells to a third party substantially all of Capital Corp of the West’s assets. For purposes of this Agreement, sale of substantially all of Capital Corp of the West’s assets includes sale of the Bank alone.

1.3“Disability” means the Executive suffers a sickness, accident or injury that is determined by the carrier of any individual or group disability insurance policy covering the Executive, or by the Social Security Administration, to be a disability rendering the Executive totally and permanently disabled. At the Bank’s request, the Executive must submit to the Bank proof of the carrier’s or Social Security Administration’s determination.

1.4“Early Termination” means Termination of Employment with the Bank before Normal Retirement Age, but “Early Termination” excludes Termination of Employment as a result of death, Disability, Termination for Cause, or Termination of Employment after a Change in Control.

1.5“Early Termination Date” means the month, day and year on which Early Termination occurs.

1.6“Effective Date” means the date and year first written above.

1.7“Normal Retirement Age” means the Executive’s 65^th birthday.

1.8“Normal Retirement Date” means the later of the Normal Retirement Age and Termination of Employment with the Bank.

1.9“Person” means an individual, corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or other entity.

1.10“Plan Administrator” means the plan administrator described in Article 7.

1.11“Plan Year” means the calendar year ending on March 31.

1.12“Termination for Cause” means the definition of termination for cause specified in any effective severance or employment agreement existing on the date hereof or hereafter entered into between the Executive and the Bank or Capital Corp of the West. If the Executive is not a party to an effective severance or employment agreement containing a definition of termination for cause, Termination for Cause means the Bank has terminated the Executive’s employment for any of the following reasons —

(a) gross negligence or gross neglect of duties, or

(b) fraud, disloyalty or willful violation of any law or significant Bank policy committed in the course of the Executive’s employment and resulting in an adverse effect on the Bank. No act or failure to act on the Executive’s part shall be considered “willful” unless the Executive has acted without good faith, or without good faith has failed to act, and the Executive’s action or inaction is without a reasonable belief that his action or inaction is in the Bank’s best interests.

1.13“Termination of Employment” means that the Executive shall have ceased to be employed by the Bank for any reason whatsoever, excepting a leave of absence approved by the Bank. For purposes of this

Agreement, if there is a dispute over the employment status of the Executive or the date of termination of the Executive’s employment, the Bank shall have the sole and absolute right to decide the dispute, unless a Change in Control shall have occurred within 24 months before termination of employment.

Article 2

Lifetime Benefits

2.1Normal Retirement Benefit. Upon the Executive’s Termination of Employment on or after the Normal Retirement Age for reasons other than death, the Bank shall pay to the Executive the benefit described in this Section 2.1 instead of any other benefit under this Agreement.

2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is $85,000, as reflected in Schedule A. In its sole discretion, the Bank’s board of directors may increase the annual benefit under this Section 2.1.1, but any increase shall require recalculation of Schedule A.

2.1.2 Payment of Benefit. Beginning with the month after the Executive’s Normal Retirement Date, the Bank shall pay the annual benefit to the Executive in 12 equal monthly installments on the first day of each month. The annual benefit shall be paid to the Executive for 15 years.

2.2Early Termination Benefit. For Early Termination, the Bank shall pay to the Executive the benefit described in this Section 2.2 instead of any other benefit under this Agreement.

2.2.1 Amount of Benefit. The benefit under this Section 2.2 is that portion of the annual benefit specified in Section 2.1.1 in which the Executive shall have become vested on or before the Early Termination Date according to the vesting schedule set forth in Schedule A. In its sole discretion, the Bank’s board of directors may increase the annual benefit under this Section 2.2.1, but any increase shall require recalculation of Schedule A.

2.2.2 Payment of Benefit. Beginning with the month after the Executive’s Normal Retirement Date, the Bank shall pay the annual benefit to the Executive in 12 equal monthly installments on the first day of each month. The annual benefit shall be paid to the Executive for 15 years.

2.3Disability Benefit. If the Executive terminates employment because of Disability before the Normal Retirement Age, the Bank shall pay to the Executive the benefit described in this Section 2.3 instead of any other benefit under this Agreement.

2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the Disability annual benefit amount set forth in Schedule A for the Plan Year ending immediately before the date on which Termination of Employment occurs. In its sole discretion, the Bank’s board of directors may increase the annual benefit under this Section 2.3.1, but any increase shall require recalculation of Schedule A.

2.3.2 Payment of Benefit. Beginning with the month after the Executive’s Normal Retirement Date, the Bank shall pay the Disability annual benefit amount to the Executive in 12 equal monthly installments on the first day of each month. The annual benefit shall be paid to the Executive for 15 years.

2.4Change-in-Control Benefit. Instead of any other benefit under this Agreement, the Bank shall pay to the Executive the benefit described in this Section 2.4 if a Change in Control occurs after the Effective Date of this Agreement but before the Executive’s Termination of Employment. However, no benefits shall be payable under this Agreement if Termination of Employment occurs under Article 5 of this Agreement.

2.4.1 Amount of Benefit: The Executive shall be 100% vested in the annual benefit specified in Section 2.1.1 as of the date of a Change in Control. In its sole discretion, the Bank’s board of directors may increase the annual benefit under this Section 2.4.1, but any increase shall require recalculation of Schedule A.

2.4.2 Payment of Benefit: Beginning with the month after the Executive’s Normal Retirement Date, the Bank shall pay the Change-in-Control benefit amount to the Executive in 12 equal monthly installments on the first day of each month. The annual benefit shall be paid to the Executive for 15 years.

2.5 Petition for Payment of Vested Normal Retirement Benefit, Early Termination Benefit, Disability Benefit, or Change-in-Control Benefit. If the Executive is entitled to the Disability benefit provided by Section 2.3 or the Change-in-Control benefit provided by Section 2.4, or if the Executive is entitled to the Normal Retirement benefit provided by Section 2.1 or Early Termination benefit provided by Section 2.2, the Executive may petition the board of directors to have the Accrual Balance amount corresponding to that particular benefit paid to the Executive in a single lump sum after deduction of any benefits already paid hereunder. The board of directors shall have sole and absolute discretion about whether to pay the remaining Accrual Balance in a lump sum. If payment of the remaining Accrual Balance is paid in a single lump sum, the Bank shall have no further obligations under this Agreement.

2.6 Contradiction in Terms of Agreement and Schedule A. If there is a contradiction in the terms of this Agreement and Schedule A attached hereto concerning the benefits due under Section 2.2, 2.3 or 2.4 hereof, then the actual amount of benefits prescribed by this Agreement shall control.

2.7Service Beyond the Normal Retirement Age. If the Executive continues his employment with the Bank beyond the Normal Retirement Age, his receipt of normal retirement benefits will be deferred until his ultimate Termination of Employment, and the value of those benefits may therefore be considered diminished somewhat by the time value of money. Accordingly, the Bank and the Executive agree to review the normal retirement benefit amount reflected in Section 2.1.1 if the Executive elects to continue his employment beyond the Normal Retirement Age. If agreed to by the Bank and the Executive, the normal retirement benefit amount specified in Section 2.1.1 may be increased to account for the time value of money for the period from the Executive's Normal Retirement Age until his Termination of Employment, employing the discount rate established by the Plan Administrator under Section 1.1.

Article 3

Death Benefits

3.1Death During Active Service. Except as provided in Section 5.2, if the Executive dies in active service to the Bank before the Normal Retirement Date, the Bank shall pay to the Executive’s beneficiary(ies) in a single lump sum within three months after the Executive’s death an amount equal to the Accrual Balance as of the date of the Executive’s death. Alternatively, the Executive may elect for his beneficiary(ies) to receive his death benefits in accordance with section 2.1 of this Agreement beginning in the month following the month the Executive would have reached Normal Retirement Age, had he survived.

3.2Death Before or During Benefit Period. If the Executive dies after benefit payments under Article 2 of this Agreement have commenced but before receiving all such payments, or if the Executive is entitled to benefit payments under Article 2 but dies before payments commence, the Bank shall pay the benefits or remaining benefits to the Executive’s beneficiary(ies) or estate at the same time and in the same amounts they would have been paid to the Executive had the Executive survived.

3.3Petition for Benefit Payments. If the Executive dies before receiving any or all benefit payments to which he or she is entitled under Section 2.1, Section 2.2, Section 2.3 or Section 2.4, the Executive’s beneficiary(ies) or estate may petition the board of directors to have the Accrual Balance corresponding to that

particular benefit paid to the Executive’s beneficiary(ies) or estate in a single lump sum after deduction of any normal retirement benefits, early termination benefits, Disability benefits, or Change-in-Control benefits already paid hereunder. The board of directors shall have sole and absolute discretion about whether to pay the remaining Accrual Balance in a lump sum. If payment of the remaining Accrual Balance is paid in a single lump sum, the Bank shall have no further obligations under this Agreement.

Article 4

Beneficiaries

4.1Beneficiary Designations. The Executive shall designate a beneficiary or beneficiaries by filing a written designation with the Bank. The Executive may revoke or modify the designation at any time by filing a new designation. However, designations will be effective only if signed by the Executive and accepted by the Bank during the Executive’s lifetime. The Executive’s beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive, or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, all payments shall be made to the Executive’s estate.

4.2Facility of Payment. If a benefit is payable to a minor, to a person declared incapacitated, or to a person incapable of handling the disposition of his or her property, the Bank may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incapacitated person or incapable person. The Bank may require such proof of incapacity, minority or guardianship as the Bank deems appropriate before distribution of the benefit. Distribution shall completely discharge the Bank from all liability for such benefit.

Article 5

General Limitations

5.1Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the Bank shall not pay any benefit under this Agreement if the Executive’s employment is terminated in a Termination for Cause.

5.2Misstatement on Insurance Application. The Bank shall not pay any benefit under this Agreement if the Executive has made any material misstatement of fact on any application for life insurance purchased by the Bank.

5.3Removal. If the Executive is removed from office or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order.

5.4Insolvency. If the Commissioner of the California Department of Financial Institutions appoints the Federal Deposit Insurance Corporation as receiver for the Bank under California Financial Code sections 3220-3225, all obligations under this Agreement shall terminate as of the date of the Bank’s declared insolvency.

Article 6

Claims and Review Procedures

6.1Claims Procedure. A person or beneficiary (“claimant”) who has not received benefits under the Agreement that he or she believes should be paid shall make a claim for such benefits as follows —

6.1.1 Initiation - Written Claim. The claimant initiates a claim by submitting to the Bank a written claim for the benefits.

6.1.2 Timing of Bank Response. The Bank shall respond to such claimant within 90 days after receiving the claim. If the Bank determines that special circumstances require additional time for processing the claim, the Bank can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Bank expects to render its decision.

6.1.3 Notice of Decision. If the Bank denies part or all of the claim, the Bank shall notify the claimant in writing of such denial. The Bank shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth —

6.1.3.1The specific reasons for the denial,

6.1.3.2A reference to the specific provisions of the Agreement on which the denial is

based,

6.1.3.3A description of any additional information or material necessary for the

claimant to perfect the claim and an explanation of why it is needed,

6.1.3.4An explanation of the Agreement’s review procedures and the time limits

applicable to such procedures, and

6.1.3.5A statement of the claimant’s right to bring a civil action under ERISA Section

502(a) following an adverse benefit determination on review.

6.2Review Procedure. If the Bank denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Bank of the denial, as follows —

6.2.1 Initiation - Written Request. To initiate the review, the claimant, within 60 days after receiving the Bank’s notice of denial, must file with the Bank a written request for review.

6.2.2 Additional Submissions - Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Bank shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

6.2.3. Considerations on Review. In considering the review, the Bank shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

6.2.4 Timing of Bank Response. The Bank shall respond in writing to such claimant within 60 days after receiving the request for review. If the Bank determines that special circumstances require additional time for processing the claim, the Bank can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Bank expects to render its decision.

6.2.5 Notice of Decision. The Bank shall notify the claimant in writing of its decision on review. The Bank shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth —

6.2.5.1The specific reason for the denial,

6.2.5.2A reference to the specific provisions of the Agreement on which the denial is

based,

6.2.5.3A statement that the claimant is entitled to receive, upon request and free of

charge, reasonable access to, and copies of, all documents, records and other

information relevant (as defined in applicable ERISA regulations) to the

claimant’s claim for benefits, and

6.2.5.4 A statement of the claimant’s right to bring a civil action under ERISA Section

502(a).

Article 7

ADMINISTRATION OF AGREEMENT

7.1Plan Administrator Duties. This Agreement shall be administered by a Plan Administrator consisting of the board or such committee or person(s) the board shall appoint. The Executive may be a member of the Plan Administrator. The Plan Administrator shall also have the discretion and authority to (a) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Agreement and (b) decide or resolve any and all questions, including interpretations of this Agreement, as may arise in connection with the Agreement.

7.2Agents. In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel, who may be counsel to the Bank.

7.3Binding Effect of Decisions. The decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation, and application of the Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Agreement. No Executive or Beneficiary shall be deemed to have any right, vested or nonvested, regarding continued use of any previously adopted assumptions, including but not limited to the discount rate and calculation method employed in the determination of the Accrual Balance.

7.4Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless the members of the Plan Administrator against any and all claims, losses, damages, expenses, or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members.

7.5Bank Information. To enable the Plan Administrator to perform its functions, the Bank shall supply full and timely information to the Plan Administrator on all matters relating to the date and circumstances of the retirement, Disability, death, or Termination of Employment of the Executive and such other pertinent information as the Plan Administrator may reasonably require.

ARTICLE 8

MISCELLANEOUS

8.1Binding Effect. This Agreement shall bind the Executive and the Bank, and their beneficiaries, survivors, executors, successors, administrators, and transferees.

8.2Amendments and Termination. Subject to section 8.15 of this Agreement, this Agreement may be amended or terminated only by a written agreement signed by the Bank and the Executive.

8.3No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Bank, nor does it interfere with the Bank’s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time.

8.4Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached, or encumbered in any manner.

8.5Successors; Binding Agreement. By an assumption agreement in form and substance satisfactory to the Executive, the Bank shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Bank to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Bank would be required to perform this Agreement if no such succession had occurred. The Bank’s failure to obtain such an assumption agreement before the succession becomes effective shall be considered a breach of this Agreement and shall entitle the Executive to the Change-in-Control benefit specified in Section 2.4.

8.6Tax Withholding. The Bank shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

8.7Applicable Law. Except to the extent preempted by the laws of the United States of America, the validity, interpretation, construction, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to the principles of conflict of laws of such state.

8.8Unfunded Arrangement. The Executive and the Executive’s beneficiary(ies) are general unsecured creditors of the Bank for the payment of benefits under this Agreement. The benefits represent the mere promise by the Bank to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s life is a general asset of the Bank to which the Executive and beneficiary(ies) have no preferred or secured claim.

8.9Entire Agreement. This Agreement constitutes the entire agreement between the Bank and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein. This Agreement supersedes and replaces in its entirety the existing Executive Salary Continuation Agreement referenced in the recitals of this Agreement, and after the effective date of this Agreement the existing Executive Salary Continuation Agreement shall be of no further force or effect.

8.12Severability. If for any reason any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held invalid, and to the full extent consistent with law each such other provision shall continue in full force and effect. If any provision of this Agreement is held invalid in part, such invalidity shall not affect the remainder of such provision not held invalid, and to the full extent consistent with law the remainder of such provision, together with all other provisions of this Agreement, shall continue in full force and effect.

8.13Headings. The captions and headings of sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement.

8.14Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid, to the following addresses or to such other address as either party may designate by like notice.

(a)If to the Bank, to:

Board of Directors

Capital Corp of the West

550 West Main Street

Merced, California 95340

(b)If to the Executive, to:

Katherine Wohlford

550 West Main Street

Merced, California 95340

and to such other or additional person or persons as either party shall have designated to the other party in writing by like notice.

8.15Termination or Modification of Agreement Because of Changes in the Law, Rules or Regulations. The Bank is entering into this Agreement on the assumption that certain existing tax laws, rules, and regulations will continue in effect in their current form. If that assumption materially changes and the change has a material detrimental effect on this Agreement, then the Bank reserves the right to terminate or modify this Agreement accordingly, subject to obtaining the written consent of the Executive, which shall not be unreasonably withheld. This section 8.15 shall become null and void effective immediately upon a Change in Control.

8.16Advice of Counsel. Before signing this Agreement, Executive either (a) consulted with and obtained advice from Executive’s independent legal counsel concerning the legal nature and operations of this Agreement, including its impact on Executive’s rights, privileges, and obligations, or (b) freely and voluntarily decided not to have the benefit of consultation with and advice of legal counsel.

8.17Automatic Review Procedure. On the third year anniversary of the Effective Date of this Agreement, and every third year thereafter, the Bank shall review this Agreement for reasonableness of benefits, taking into account the Executive’s compensation on the date of the review and Bank-provided benefits that may be provided to the Executive after retirement from other sources. For purposes of this Agreement, Bank-provided benefits shall include, but are not limited to, matching contributions under the Bank’s 401(k) plan, contributions under the ESOP plan, and the Bank portion of Social Security benefits.

In Witness Whereof, the Executive and a duly authorized Bank officer have signed this Salary Continuation Agreement as of the day and year first written above.

The Executive:The Bank: Capital corp of the west

_/s/Katherine Wholford_____________ By:__/s/ Thomas T. Hawker______________________

Katherine WohlfordThomas T. Hawker  Its:__CEO____________________

Beneficiary Designation

Capital corp of the west

Salary Continuation Agreement

I designate the following as beneficiary of any death benefits under this Salary Continuation Agreement:

Primary: ______________________________________________________

Contingent: ___________________________________________________

Note: To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

I understand that I may change these beneficiary designations by filing a new written designation with the Bank. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or if I have named my spouse as beneficiary and our marriage is subsequently dissolved.

I elect to have my death benefits paid to my beneficiary(ies) in the following form:

__X__ Lump sum payment of the accrual balance as of the date of my death, payable within three (3) months of the date of my death;

OR

_____ Payment in monthly installments over a fifteen (15) year period, beginning on the month following the month I would have reached Normal Retirement Age, had I survived.

Signature: __/s/ Katherine Wohlford____________

Katherine Wohlford

Date:

Accepted by the Bank this 1st day of April, 2006.

By:___Thomas T. Hawker_______

Thomas T. Hawker

Title: CEO

Schedule A
Dated as of April 1, 2006
Salary Continuation
Katherine Wohlford
						Early
					Disability	Termination	If Termination of Employment
				% Vested	Benefit @	Benefit @	Occurs After Change of Control
End of	Plan year	Executive	Accural	In Normal	Normal	Normal	@ Normal Retirement Date:
Plan	Ending	Age @	Balance	Retirement	Retirement	Retirement	Accural	Vested
Year	31-Mar	31-Mar	@ Vest %	Benefit	Date	Date	Balance	Benefit
Start	2006	49	-	0.00%	-	-	274,198	85,000
1	2007	50	-	0.00%	-	-	293,392	85,000
2	2008	51	-	0.00%	-	-	313,929	85,000
3	2009	52	-	0.00%	-	-	335,904	85,000
4	2010	53	143,767	40.00%	34,000	34,000	359,417	85,000
5	2011	54	192,288	50.00%	42,500	42,500	384,577	85,000
6	2012	55	246,898	60.00%	51,000	51,000	411,497	85,000
7	2013	56	308,211	70.00%	59,500	59,500	440,302	85,000
8	2014	57	376,898	80.00%	68,000	68,000	471,123	85,000
9	2015	58	453,691	90.00%	76,500	76,500	504,102	85,000
10	2016	59	539,389	100.00%	85,000	85,000	539,389	85,000
11	2017	60	577,146	100.00%	85,000	85,000	577,146	85,000
12	2018	61	617,546	100.00%	85,000	85,000	617,546	85,000
13	2019	62	660,774	100.00%	85,000	85,000	660,774	85,000
14	2020	63	707,029	100.00%	85,000	85,000	707,029	85,000
15	2021	64	756,521	100.00%	85,000	85,000	756,521	85,000
Balance @ 65 =		65	774,173	100.00%	85,000	85,000	774,173	85,000
	Note:	The Age 65 Accural Balances are as of the normal retirement date of August 1st, 2021
		DOB =	July 28, 1956		Credit Rate =	7.00%
		Retirement = August 1, 2021			Benefit =	85,000

EX-99.2

SEVERANCE AGREEMENT

This Severance Agreement is entered into as of the 29th day of March 2006 by and between Capital Corp of the West (CCOW) and Katherine Wohlford.

I. Term Of Agreement

The initial term of this Agreement shall be for a period of two years, commencing June 20th, 2005. On the first anniversary this Agreement, and on each anniversary thereafter, the Agreement shall be extended automatically for one additional year unless CCOW’s Board of Directors gives notice to the Executive in writing at least ninety (90) days before the anniversary that the term of this Agreement will not be extended. If the Board of Directors determines not to extend the term, it shall promptly notify the Executive. Unless terminated earlier, this Agreement shall terminate when the Executive reaches age sixty-five (65) or such age as shall be mutually agreed upon by the Executive and Board. If the Board of Directors decides not to extend the term of this Agreement, this Agreement shall nevertheless remain in force until its term expires.

II. Change In Control Combined With Employment Termination

Termination of Executive Within One Year After a Change in Control.

If a Change in Control occurs during the term of this Agreement and if either of the following also occurs, the Executive shall be entitled to severance benefits.

.

1)   Involuntary Termination Without Cause: the Executive’s employment with CCOW and Subsidiaries is involuntarily terminated within one year after a Change in Control, except for termination under Section 4 of this Agreement. For purposes of this Agreement, “Subsidiary” means any entity in which CCOW directly or indirectly beneficially owns 50% or more of the outstanding voting securities, or

2)   Voluntary Termination for Good Reason: the Executive terminates his employment with CCOW and Subsidiaries for Good Reason (as defined in Section 3) within one year after a Change in Control.

If the Executive is removed from office or if his employment terminates after discussions with a third party regarding a Change in Control commence, and if those discussions ultimately conclude with a Change in Control, then for purposes of this Agreement the removal of the Executive or termination of his employment shall be deemed to have occurred after the Change in Control.

Definition of Change in Control. For purposes of this Agreement, “Change in Control” means any of the following events occur -

1) Merger: CCOW merges into or consolidates with another corporation, or merges another corporation into CCOW, and as a result less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of CCOW immediately before the merger or consolidation. For purposes of this Agreement, the term “person” means an individual, corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, or other entity,

3)   Acquisition of Significant Share Ownership: a report on Schedule 13D, Schedule TO, or another form or schedule (other than Schedule 13G), is filed or is required to be filed under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more of the combined voting power of CCOW’s voting securities (but this clause shall not apply to beneficial ownership of voting shares held by a subsidiary in a fiduciary capacity or beneficial ownership of voting shares held by an employee benefit plan of CCOW),

4)   Change in Board Composition: during any period of two consecutive years, individuals who constitute CCOW’s board of directors at the beginning of the two-year period cease for any reason to constitute at least a majority thereof; provided, however, that for purposes of this clause each director who is first elected by the board (or first nominated by the board for election by stockholders) by a vote of at least two-thirds of the directors who were directors at the beginning of the period shall be deemed to have been a director at the beginning of the two-year period, or

5)   Sale of Assets: CCOW sells to a third party substantially all of CCOW’s assets. For purposes of this Agreement, sale of substantially all of CCOW’s assets includes sale of the shares or assets of the Bank alone.

SEVERANCE BENEFITS.

Severance. The benefits to which the Executive is entitled under Section 1 are -

1)   Lump Sum Payment: CCOW shall make a lump sum payment to the Executive in an amount in cash equal to the Executive’s annual compensation. For purposes of this Agreement, annual compensation means (a) the Executive’s annual base salary on the date of the Change in Control or the Executive’s termination of employment (at whichever date the Executive’s current annual base salary is greater), plus (b) the average of the bonuses and incentive compensation earned for the three calendar years immediately preceding the year in which the Change in Control occurs, regardless of when the bonus or incentive compensation is paid. CCOW recognizes that the bonus and incentive compensation earned by the Executive for a particular year’s service might be paid in the year after the calendar year in which the bonus or incentive compensation is earned. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this Section is payable no later than 15 business days after the date the Executive’s employment terminates. If the Executive terminates employment for Good Reason, the date of termination shall be the date specified by the Executive in his notice of termination.

2) Benefit Plans: CCOW shall cause the Executive to become fully vested in any qualified and non-qualified plans, programs or arrangements in which the Executive participated if the plan, program, or arrangement does not address the effect of a change in control. CCOW also shall contribute or cause a subsidiary to contribute to the Executive’s CCOW Bank 401(k) Profit Sharing Plan account the matching and voluntary contributions, if any, that would have been made had the Executive’s employment not terminated before the end of the plan year.

3) Insurance Coverage: CCOW shall cause to be continued life, health and disability insurance coverage substantially identical to the coverage

maintained for the Executive before his termination. The insurance coverage may cease when the Executive becomes employed by another employer or 12 months after the Executive’s termination, whichever occurs first. At the end of the 12-month period, the Executive shall have the option to continue health insurance coverage at his own expense for a period not less than the number of months by which the Consolidated Omnibus Budget Reconciliation Act (COBRA) continuation period exceeds 12 months.

(b) No Mitigation Required. CCOW hereby acknowledges that it will be difficult and could be impossible (1) for the Executive to find reasonably comparable employment after his employment terminates, and (2) to measure the amount of damages the Executive suffers as a result of termination. Additionally, CCOW acknowledges that its general severance pay plans do not provide for mitigation, offset or reduction of any severance payment received thereunder. Accordingly, CCOW further acknowledges that the payment of severance benefits by CCOW under this Agreement is reasonable and will be considered liquidated damages, and the Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment nor will any profits, income, earnings or other benefits from any source whatsoever create any mitigation, offset, reduction or any other obligation on the part of the Executive hereunder or otherwise.

3. GOOD REASON. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events or conditions without the Executive’s written consent -

(a)   Reduction in Base Salary: reduction in the Executive’s base salary, or

(b)   Reduced or Discontinued Participation in Bonus, Incentive, Compensation, and Other Plans: Reduction of the Executive’s bonus, incentive, and other compensation award opportunities under CCOW’s or Subsidiary’s benefit plans, unless a company-wide reduction of all officers’ award opportunities occurs simultaneously, or termination of the Executive’s participation in any officer or employee benefit plan maintained by CCOW or Subsidiary, unless the plan is terminated because of changes in law or loss of tax deductibility to

CCOW for contributions to the plan, or unless the plan is terminated as a matter of policy applied equally to all participants, or

(c)   Reduced Responsibilities or Status: Assignment to the Executive of duties or responsibilities that are materially inconsistent with the Executive’s duties and responsibilities immediately before the Change in Control, or any other action by CCOW or its successor that results in a material reduction or material adverse change in the Executive’s position, authority, duties or responsibilities, or

(d)   Failure to Obtain Assumption Agreement: Failure to obtain an assumption of CCOW obligations under this Agreement by any successor to CCOW, regardless of whether such entity becomes a successor as a result of a merger, consolidation, sale of assets, or other form of reorganization, or

(e)   Relocation of the Executive: Relocation of the CCOW’s principal executive offices, or requiring the Executive to change his principal work location, to any location that is more than 50 miles from the location CCOW’s principal executive offices on the date of this Agreement.

4. TERMINATION FOR WHICH NO SEVERANCE BENEFITS ARE PAYABLE.

(a)   No Severance for Termination for Cause. Anything in this Agreement to the contrary notwithstanding, under no circumstance shall the Executive be entitled to severance benefits if his employment terminates for Cause. For purposes of this Agreement, “Cause” means the Executive shall have committed any of the following acts -

1)   Fraud, Embezzlement, Theft or Other Crime: an act of fraud, embezzlement, or theft while employed by CCOW or a Subsidiary, or conviction of the Executive for or plea of nolo contendere to a felony or conviction of or plea of nolo contendere to a misdemeanor involving moral turpitude, or the actual incarceration of the Executive for 45 consecutive days or more, or

2) Negligence and Other Actions: gross negligence, insubordination, disloyalty, or dishonesty in the performance of his duties as an officer of CCOW or Subsidiary; willful or reckless failure by the Executive to adhere to CCOW’s or Subsidiary’s written policies; intentional wrongful damage by the Executive to

the business or property of CCOW, including without limitation its reputation, which in CCOW’s sole judgment causes material harm to CCOW; breach by the Executive of his fiduciary duties to CCOW and its stockholders, whether in his capacity as an officer or as a director of CCOW or Subsidiary,

3) Removal: removal of the Executive from office or permanent prohibition of the Executive from participating in the Bank’s affairs by an order issued under section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1), or

4) Disclosure of Trade Secrets: intentional wrongful disclosure of secret processes or confidential information of CCOW or affiliates, which in CCOW’s sole judgment causes material harm to CCOW or affiliates, or

5) Termination for Cause under an Employment Agreement: any actions that have caused the Executive to be terminated for cause under any employment agreement existing on the date hereof or hereafter entered into between the Executive and CCOW or a Subsidiary, or

6) Exclusion from Fidelity Coverage: the occurrence of any event that results in the Executive being excluded from coverage, or having coverage limited for the Executive as compared to other

executives of CCOW or affiliates, under a blanket bond or other fidelity or insurance policy covering directors, officers, or employees.

Definition of “Intentional”: For purposes of this Agreement, no act or failure to act on the part of the Executive shall be deemed to have been intentional if it was due primarily to an error in judgment or negligence. An act or failure to act on the Executive’s part shall be considered intentional if it is not in good faith and if it is without

a reasonable belief that the action or failure to act is in the best interests of CCOW. Any act or failure to act based upon authority granted by resolutions duly adopted by the board of directors or based upon the advice of counsel for CCOW shall be conclusively presumed to be in good faith and in the best interests of CCOW.

(b) No Severance under this Agreement for the Executive’s Death or Disability. Anything in this Agreement to the contrary notwithstanding, under no circumstance shall the Executive be entitled to severance

benefits under this Agreement if -

1)   Death: the Executive dies while actively employed by CCOW or a Subsidiary, or

2) Disability: the Executive becomes totally disabled while actively

employed by CCOW or a Subsidiary. For purposes of this agreement, the term “totally disabled” means that because of injury or sickness, the Executive is unable to perform his duties. The benefits, if any, payable to the Executive or his beneficiary(ies) or estate relating to his death or disability shall be determined solely by such benefit plans or arrangements as CCOW or Subsidiary may have with the Executive relating to death or disability, not by this Agreement.

It is mutually agreed by the parties that the above referenced Severance Payment shall be received by Employee in lieu of any and all claims and/or damages which may be sustained by Employee due to the acquisition of Employer and the termination of Employee’s employment and will be accepted by Employee in full satisfaction of all such claims and damages.

IV. Notices

Any notice to Employee required or permitted under this Agreement shall be given in writing to Employee, either by personal service or by certified mail, postage prepaid, and if mailed, shall be addressed to Employee at Employee’s home address then shown on Employer’s files. For the purpose of determining compliance with any time limit in this Agreement, a notice shall be deemed to have been duly given (a) on the date of service, if personally served on the party to whom notice is to be given, or (b) the fifth business day after mailing, if mailed to the party to whom notice is to be given in the manner provided in this Section.

V. Nonassignability

Neither this Agreement nor any right or interest hereunder shall be assignable by Employee, his beneficiaries or legal representatives without Employer’s prior written consent; provided, however, that nothing in this Section shall preclude Employee from designating a beneficiary to receive any benefit payable hereunder upon his death, or the executors, administrators, or other legal representatives of Employee or his estate from assigning any rights hereunder to the person or persons entitled thereto.

VI. No Attachment

Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypo-thecation or to execution, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

VII. Binding Effect.

This Agreement shall be binding upon, and inure to the benefit of, Employee and Employer and their respective successors.

VIII. Modification and Waiver

(a) Amendment of Agreement.

This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.

(b) Waiver.

No term or condition of this Agreement shall be deemed to have been waived nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition for the future or as to any act other than that specifically waived. No delay in exercising any rights shall be construed as a waiver, nor shall a waiver on one occasion operate as a waiver of such right on any future occasion.

IV. Entire Agreement

This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to this Severance Agreement and contains all of the covenants and agreements between the parties with respect to this Severance Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid and binding.

X.Partial Invalidity

If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

XI. Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the State of California.

XII. This Agreement Is Not An Employment Contract

The parties hereto acknowledge and agree that (a) this Agreement is not an employment agreement and (b) nothing in this Agreement shall give the Executive any right or impose any obligations to continued employment by CCOW, nor shall it give CCOW any rights or impose any obligations for the continued performance of duties by the Executive for CCOW or any subsidiary or successor of CCOW.

In witness whereof, the parties hereto have duly executed this Agreement on the day and year first above written.

EMPLOYER:	CAPITAL CORP OF THE WEST
3/29/06	/s/ Thomas Hawker
Date	Thomas Hawker
EMPLOYEE:
3/29/06	/s/ Katherine Wohlford
Date	Katherine Wohlford