8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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 20, 2007

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 29, 2006, Capital Corp of the West entered into an Amended and Restated Salary Continuation Agreement and an Amended and Restated Employment Agreement (“the Agreements”) with the Chief Executive Officer of the Company, Thomas T. Hawker. A copy of the executed Amended and Restated Salary Continuation Agreement is contained in Exhibit 99.1 of this filing. A copy of the executed Amended and Restated Employment 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 the Amended and Restated Salary Continuation Agreement executed on December 29, 2006 between Capital Corp of the West and Thomas T. Hawker.

99.2Copy of the Amended and Restated Employment Agreement executed on December 29, 2006 between Capital Corp of the West and Thomas T. Hawker.

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 20, 2007	By/s/ Richard de la Peña
	Richard de la Peña
	Executive Vice President and General Counsel

EX-99.1

Amended and Restated Salary Continuation Agreement

This Amended and Restated Salary Continuation Agreement (this “Agreement”) is entered into as of this 29th day of December, 2006, by and between Capital Corp of the West, a California bank holding company (the “Company”), and Thomas T. Hawker, (the “Executive”). This Agreement amends and restates the amended salary continuation agreement (“Original Agreement”) dated September 9, 2003 (and the other agreements, if any, referenced in the Original Agreement) and entered into by and between Company and the Executive to make changes to comply with section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and make other changes.

Recitals

Whereas, recognizing the Executive’s substantial contribution to the success of the Company and intending to encourage the Executive to remain a team member of the Company, the Company entered into the Original Agreement with the Executive, promising specified benefits to the Executive after retirement, payable from the Company’s general assets; and

Whereas, the Company and the Executive have agreed to certain changes in the Agreement; and

Whereas, the Company and the Executive intend that this Agreement shall amend and restate in its entirety the Original Agreement; 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 Company, is contemplated insofar as the Company is concerned; and

Whereas, the parties hereto intend that this Agreement shall be considered an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Executive, and to be considered a non-qualified benefit plan for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Executive is fully advised of the Company’s financial status.

Now, Therefore, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and the Company hereby 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 Company under generally accepted accounting principles (“GAAP”) for the Company’s obligation to the Executive under this Agreement, by applying Accounting Principles Board Opinion No. 12, as amended by Statement of Financial Accounting Standards No. 106. 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. In its sole discretion, the Plan Administrator may adjust the discount rate to maintain the rate within reasonable standards according to GAAP.

1.2“Beneficiary” means each designated person, or the estate of the deceased Executive, entitled to benefits, if any, upon the death of the Executive, determined according to Article 4.

1.3“Beneficiary Designation Form” means the form attached hereto as Exhibit 1 established from time to time by the Plan Administrator that the Executive completes, signs, and returns to the Plan Administrator to designate one or more Beneficiaries.

1.4“Change in Control” means a change in control of the Company within the meaning of Internal Revenue Code section 409A and regulations promulgated thereunder and to the extent consistent with section 409A of the Code means the earliest occurrence of one of the following events:

A.A Change In Ownership of the Employer.

A change in ownership of the Employer occurs on the date that any person (or group of persons) acquires ownership of stock of the Employer that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Employer, respectively.

B.A Change in Effective Control of the Employer.

A change in effective control of the Employer occurs on the date that:

1.Any person (or group of persons) acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Employer possessing thirty-five percent (35%) or more of the total voting power of the stock of the Employer, respectively; or

2.A majority of members of the Employer’s Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Employer’s Board, respectively prior to the date of the appointment or election.

C.A Change in Ownership of a Substantial Portion of the Employer’s Assets.

A change in the ownership of a substantial portion of the Employer’s assets occurs on the date that any person (or group of persons) acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Employer, respectively that have a total gross fair market value equal to, or more than, forty percent (40%) of the total gross fair market value of all of the assets of the Employer, respectively immediately prior to such acquisition or acquisitions.

1.5“Code” means the Internal Revenue Code of 1986, as amended.

1.6“Disability” means disabled within the meaning of Internal Revenue Code section 409A and regulations promulgated thereunder.

1.7“Early Termination Date” means shall mean that date which satisfies all of the following conditions:

(a) It shall be a date prior to January 2, 2009;

(b) It shall be the date on which the Executive terminates salaried employment with the Company for any reason other than Termination for Cause, Disability, or a Change in Control and such termination constitutes a Separation of Service; and

(c) It shall be the date identified by the Executive at the Early Termination Date in a written notice filed with the Company at least 30 days prior to such date.

1.8“Effective Date” means the date of this Agreement.

1.9“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 the Company.

1.10“Normal Retirement Age” The term “Normal Retirement Age” shall mean the day which satisfies the following conditions:

(a) It shall be a day on or after the Executive attains age 65; and

(b) It shall be the day on which the Executive terminates salaried employment with the Company for any reason other than Termination for Cause and such termination constitutes a Separation of Service.

1.11“Plan Administrator” or “Administrator” means the plan administrator described in Article 8.

1.12“Plan Year” means a twelve month period commencing on January 1 and ending on December 31 of each year.

1.13“Separation from Service” means the Executive’s service as an executive and independent contractor to the Company and any member of a controlled group, as defined in Code section 414, terminates for any reason, other than because of a leave of absence approved by the Company or the Executive’s death. For purposes of this Agreement, if there is a dispute about the employment status of the Executive or the date of the Executive’s Separation from Service, the Company shall have the sole and absolute right to decide the dispute unless a Change in Control shall have occurred.

1.14“Termination for Cause” and “Cause” shall have the same meaning specified in the Executive’s Amended and Restated Severance Agreement with the Company existing on the date hereof or any successor to such severance agreement.

Article 2

Lifetime Benefits

2.1Normal Retirement Benefit. If the Executive shall remain in the continuous employment of the Company until Normal Retirement Age, the Company shall pay to the Executive the benefit described in this section 2.1 in lieu of any other benefit under this Agreement.

2.1.1 Amount of Benefit. The annual benefit under this section 2.1 is $150,000.00.

2.1.2 Payment of Benefit. Subject to section 2.7 herein, the Company shall pay the annual benefit to the Executive in 12 equal monthly installments payable on the first day of each month, beginning with the month immediately after the month in which the Executive attains the Normal Retirement Age. The annual benefit shall be paid to the Executive for 15 years.

2.2Early Retirement Benefit. If the Executive qualifies and elects to retire at the Early Termination Date, the Company shall pay to the Executive the benefit described in this section 2.2 in lieu of any other benefit under this Agreement.

2.2.1 Amount of Benefit. The benefit under this section 2.2 is the Early Termination annual benefit amount set forth in Schedule A for the Plan Year ending immediately before the Early Termination Date.

2.2.2 Payment of Benefit. Subject to section 2.7, the Company shall pay the annual benefit to the Executive in 12 equal monthly installments payable on the first day of each month, beginning with the month immediately following the Early Termination Date. The annual benefit shall be paid to the Executive for 15 years.

2.3Disability Benefit. In the event the Executive incurs a Disability while actively employed by the Company and has a Separation of Service because of such Disability at any time after the Effective Date, but prior to Executive reaching age 65 or a Change in Control, the Company 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 Separation from Service because of Disability occurs.

2.3.2 Payment of Benefit. Subject to section 2.7 herein, the Company shall pay the annual benefit to the Executive in 12 equal monthly installments payable on the first day of each month, beginning with the month immediately after the date the Executive had the Separation from Service because of Disability. The annual benefit shall be paid to the Executive for 15 years.

2.4Change-in-Control Benefit. If a Change in Control occurs prior to the Executive having a Separation of Service for any reason other than a Change in Control or prior to Executive attaining age 65, the Company shall pay to the Executive the benefit described in this section 2.4 instead of any other benefit under this Agreement.

2.4.1 Amount of Benefit: The benefit under this section 2.4 is the Normal Retirement Age benefit specified in section 2.1.

2.4.2 Payment of Benefit: Subject to section 2.7 herein, the Company shall pay the annual benefit under this section 2.4 to the Executive in 12 equal monthly installments payable on the first day of each month, beginning with the month immediately after the month in which the Executive attains age 65. The annual benefit shall be paid to the Executive for 15 years.

2.5Contradiction 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 actual amount of a particular benefit amount due the Executive under sections 2.2, 2.3, or 2.4 hereof, then the actual amount of the benefit set forth in the Agreement shall control. If the Plan Administrator changes the discount rate employed for purposes of calculating the Accrual Balance, the Plan Administrator shall prepare or cause to be prepared a revised Schedule A, which shall supersede and replace any and all Schedules A previously prepared under or attached to this Agreement.

2.6One Benefit Only. Subject to Article 5, the Executive and/or Beneficiary are entitled to one benefit only under Article 2 of this Agreement, which shall be determined by the first event to occur that is dealt with by Article 2 of this Agreement. Subsequent occurrence of events covered by this Article 2 shall not entitle the Executive and/or the Executive’s Beneficiary to additional benefits under Article 2.

2.7Delayed Payments for Specified Employees and Savings Clause Relating to Compliance with Section 409A of the Code. In the event that § 409A of the Code applies to any benefit compensation with respect to a Separation from Service, payment of that benefit compensation shall be delayed if Executive is a “specified employee,” as defined in § 409A(a)(2)(B)(i) of the Code, and such delayed payment is required by § 409A of the Code. Such delay shall last six months from the date of Separation from Service. On the day following the end of the six-month period, the Company shall make a catch-up payment to Executive equal to the total amount of such payments that would have been made during the six-month period but for this section 2.8.

Furthermore, if any provision of this Agreement would subject the Executive to additional tax or interest under section 409A of the Code, the Company shall reform the provision. However, the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Company shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section 409A of the Code include rules, regulations, and guidance of general application issued by the Department of the Treasury under section 409A of the Code.

Article 3

Death Benefits

3.1Death Before Normal Retirement Age. In the event the Executive should die while actively employed by the Company, at any time after the effective date of this Agreement, but prior to the Normal Retirement Date, the Company agrees to pay the benefit amount provided under section 2.1.1 of this Agreement for a period of fifteen (15) years in one hundred eighty (180) equal monthly installments, with each installment to be paid on the first of each month beginning with the month following the Executive’s death, to the Executive’s Beneficiary. If there is no Beneficiary, then the amounts due to the Executive under the terms of this Agreement will be paid by the Company to the duly qualified personal representative, executor or administrator of the Executive’s estate. However, no benefits under this Agreement shall be paid or payable to the Executive’s Beneficiary if this Agreement is terminated under Article 5.

3.2Death After Payment of Benefits Are Required under Article 2. If the Executive dies after benefits are required under Article 2 and any or all of the required payments have not been made, then the Company shall pay to the Executive’s Beneficiary the benefits or remaining benefits that would have been paid to the Executive had the Executive survived, at the same time and in the same amounts the benefits would have been paid to the Executive, except that the benefit distributions which have not commenced shall commence upon the earlier of the scheduled distribution date or within thirty (30) days following the date of receipt by the Company of the Executive’s death certificate. However, no benefits under this Agreement shall be paid or payable to the Executive’s Beneficiary if this Agreement is terminated under Article 5.

Article 4

Beneficiaries

4.1 Beneficiary Designations. The Executive shall have the right to designate at any time a Beneficiary to receive any benefits payable under this Agreement upon the death of the Executive. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designation under any other benefit plan of the Company in which the Executive participates.

4.2Beneficiary Designation: Change. The Executive shall designate a Beneficiary by completing and signing the Beneficiary Designation Form and Spousal Consent, as necessary and delivering it to the Plan Administrator or its designated agent. 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. The Executive shall have the right to change a Beneficiary by completing, signing, and otherwise complying with the terms of the Beneficiary Designation Form and Spousal Consent, as necessary and the Plan Administrator’s rules and procedures, as in effect from time to time. Upon the acceptance by the Plan Administrator of a new Beneficiary Designation Form and Spousal Consent, as necessary, all Beneficiary designations previously filed shall be cancelled. The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Executive and accepted by the Plan Administrator before the Executive’s death.

4.3Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received, accepted, and acknowledged in writing by the Plan Administrator or its designated agent.

4.4No Beneficiary Designation. If the Executive dies without a valid beneficiary designation, or if all designated Beneficiaries predecease the Executive, then the Executive’s spouse shall be the designated Beneficiary. If the Executive has no surviving spouse, the benefits shall be made to the personal representative of the Executive’s estate.

4.5Facility 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 Company may pay such benefit to the guardian, legal representative, or person having the care or custody of the minor, incapacitated person, or incapable person. The Company may require proof of incapacity, minority, or guardianship as it may deem appropriate before distribution of the benefit. Full distribution shall completely discharge the Company from all liability for the benefit.

Article 5

General Limitations

5.1Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement, and this Agreement shall terminate if Separation from Service is the result of Termination for Cause.

5.2Misstatement. No benefits shall be paid under this Agreement if the Executive makes any material misstatement of fact on any application or resume provided to the Company, on any application for life insurance purchased by the Company, or on any application for benefits provided by the Company.

5.3 Removal. If the Executive is removed from office or permanently prohibited from participating in the Company’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 Company under this Agreement shall terminate as of the effective date of the order.

5.4Default. Notwithstanding any provision of this Agreement to the contrary, if the Company is in “default” or “in danger of default,” as those terms are defined in section 3(x) of the Federal Deposit Insurance Act, 12 U.S.C. 1813(x), all obligations under this Agreement shall terminate.

5.5FDIC Open-Bank Assistance. All obligations under this Agreement shall terminate, except to the extent determined that continuation of the contract is necessary for the continued operation of the Company, when the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in Federal Deposit Insurance Act section 13(c). 12 U.S.C. 1823(c). Rights of the parties that have already vested shall not be affected by such action, however.

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 -

6.1.1Initiation - Written Claim. The claimant initiates a claim by submitting to the Administrator a written claim for the benefits. If the claim relates to the contents of a notice received by the claimant, the claim must be made within 60 days after the notice was received by the claimant. All other claims must be made within 180 days after the date of the event that caused the claim to arise. The claim must state with particularity the determination desired by the claimant.

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

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

6.1.3.1 the specific reasons for the denial; and

6.1.3.2 a reference to the specific provisions of the Agreement on which the denial is based; and

6.1.3.3 a description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed; and

6.1.3.4 an explanation of the Agreement’s review procedures and the time limits applicable to such procedures.

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

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

6.2.2Additional Submissions - Information Access. The claimant shall then have the opportunity to submit written comments, documents, records, and other information relating to the claim. Upon request and free of charge, the Company shall also provide the claimant reasonable access to and copies of all documents, records, and other information relevant to the claimant’s claim for benefits.

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

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

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

6.2.5.1 the specific reason for the denial; and

6.2.5.2 a reference to the specific provisions of the Agreement on which the denial is based; and

6.2.5.3 a 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 to the claimant’s claim for benefits.

Article 7

Miscellaneous

7.1Amendments and Termination. Subject to section 7.14 of this Agreement, this Agreement may be amended solely by a written agreement signed by the Company and by the Executive, and except for termination occurring under Article 5 this Agreement may be terminated solely by a written agreement signed by the Company and by the Executive.

7.2Binding Effect. This Agreement shall bind the Executive, the Company, and their beneficiaries, survivors, executors, successors, administrators, and transferees.

7.3No 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 Company nor does it interfere with the Company’s right to discharge the Executive. It also does not require the Executive to remain an employee or interfere with the Executive’s right to terminate employment at any time.

7.4Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached, or encumbered in any manner.

7.5Successors; Binding Agreement. The Company 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 Company, by an assumption agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform this Agreement if no such succession had occurred.

7.6Tax Withholding. The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

7.7Applicable Law. This Agreement and all rights hereunder shall be governed by the laws of the State of California, except to the extent preempted by the laws of the United States of America.

7.8Unfunded Arrangement. The Executive and Beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay benefits. 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 Company to which the Executive and Beneficiary have no preferred or secured claim.

7.9Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Executive concerning the subject matter. No rights are granted to the Executive under this Agreement other than those specifically set forth. This Agreement amends and restates in its entirety the Original Agreement.

7.10Severability. 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.

7.11Headings. Captions and section headings are included solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement.

7.12 Notices. 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. Unless otherwise changed by notice, notice shall be properly addressed to the Executive if addressed to the address of the Executive on the books and records of the Company at the time of the delivery of such notice, and properly addressed to the Company if addressed to the Board of Directors, County Bank, 550 West Main Street, Merced, California 95340.

7.13Termination or Modification of Agreement by Reason of Changes in the Law, Rules or Regulations. The Company 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 Company 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.

7.14Advice of Counsel. Before signing this Agreement, Executive either (x) 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 (y) freely and voluntarily decided not to have the benefit of consultation with and advice of legal counsel.

Article 8

Administration of Agreement

8.1Plan Administrator Duties. This Agreement shall be administered by a Plan Administrator consisting of the board or such committee or the Chief Financial Officer of the Company or such person(s) as 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 (x) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Agreement and (y) decide or resolve any and all questions, including interpretations of this Agreement, as may arise in connection with the Agreement.

8.2 Agents. 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 Company.

8.3Binding 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 the continued use of any previously adopted assumptions, including but not limited to the discount rate and calculation method described in section 1.1.

8.4Indemnity of Plan Administrator. The Company 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.

8.5Company Information. To enable the Plan Administrator to perform its functions, the Company 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 Separation from Service of the Executive and such other pertinent information as the Plan Administrator may reasonably require.

8.6Compliance with Section 409A of the Code. This Agreement shall at all times be administered in compliance with the requirements of §409A of the Code and any and all regulations thereunder, including such regulations as may be promulgated after the Effective Date.

8.7Internal RevenueCode Section 280G, as amended. The Executive and Company acknowledge that for federal income tax purposes there is (i) the limitation on the deductibility by the Company and (ii) the imposition of an excise tax on the Executive for certain change in control benefits under, but not limited to section 280G of the Code and any successor to section 280G of the Code. If, after taking into account the Change in Control benefits in this Agreement to Executive and all other compensation payments to or for the benefit of the Executive that are included in determining the deductibility of such payments under section 280G of the Code or any successor to section 280G of the Code, it is determined that section 280G of the Code and section 4999 of the Code apply and result in an excess tax payable by Executive for such payments, then the amount of the Change in Control Benefits shall be increased to include a special lump sump payment payable to the Executive at the time of the Change in Control (subject to section 2.7 herein) equal to 60% of the amount of the Change in Control benefits that is included for purposes of determining the deductibility of such payments under Code section 280G or any successor to Code section 280G.

In Witness Whereof, the Executive and a duly authorized Company officer have signed this Amended and Restated Salary Continuation Agreement as of the date first written above.

The Executive:The Company:

CAPITAL CORP OF THE WEST

By:___/S/ Thomas T. Hawker_________By: __/S/ Jerry E. Callister___________

Thomas T. Hawker Jerry E. Callister

President and Chief Executive Officer Chair - Salary & Benefits Committee

EX-99.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this “Agreement”) is entered into by and between Capital Corp of the West, aCalifornia bank holding company (“Company”) and Thomas T. Hawker, President and Chief Executive Officer of Company (“Executive”), as of December 29, 2006 (the “Effective Date). This Agreement amends and restates the Employment Agreement dated January 1, 2005, as previously amended (“Original Agreement”) by and between the Company and Executive (collectively referred to as the “Parties”) to modify the terms of employment, make changes to comply with section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and make other changes.

1.Duties and Executive Position.

Executive is hereby employed as the President and Chief Executive Officer of the Company. Executive shall perform the customary duties of a Chief Executive Officer for a California bank holding company, including but not limited to supervision of Company’s business and all subsidiary corporations and businesses owned or related to Company and such other duties as may from time to time be reasonably requested of Executive by the Board of Directors of Company (“Board”). As used herein the term “business of Company” shall include the business of any of Company’s subsidiaries and related entities.

2.Appointment to Company’s Board of Directors.

Company hereby agrees that Executive shall remain a member of the Board for so long as Executive is elected to a position on the Board by the shareholders of Company and this Agreement has not been terminated. During the period of Executive’s election to the Board, Executive shall serve as a member of any or all committees to which he is appointed, except the current Audit Committee and Salary and Benefits Committee and any future Board committees which require only independent directors. Executive also hereby agrees to accept appointment to other boards of directors and committees of subsidiary and related organizations of Company, except such committees that require an independent director. Executive shall fulfill all of Executive’s duties as a Board and committee member without additional compensation. Except as otherwise expressly provided by the terms of this Agreement, upon the termination of Executive’s employment under this Agreement by either Executive or Company, Executive agrees to immediately resign from the Board, from all committees of the Company and from all corporate offices of Company and from all of Company’s subsidiaries and related companies; further, all fringe benefits, such as insurance, shall be terminated on the last day of service of Executive, unless otherwise expressly provided by the terms of this Agreement, Company’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, unless shortened or extended as provided herein. Employment under this Agreement shall commence on January 1, 2005 and end on January 2, 2009, unless shortened or extended by the Company as provided herein ("Term").

Notwithstanding the language contained above regarding the January 2, 2009 termination date, the Term of Executive’s employment may be shortened or extended at the discretion of the Board on the possible following terms and conditions:

(A)If the Executive determines that he wants to retire from employment as President and CEO of the Company and not renew his employment with the Company for another term and he gives the Board written notice of such decision (which may be given no earlier than January 1, 2008), and if after receiving such notice the Board hires a replacement for Executive who will commence employment prior to January 2, 2009, the normal termination date, then the Board may terminate Executive’s employment as CEO and President of the Company without cause prior to January 2, 2009, and will provide Executive with the following: (i) written notice of such action, which shall include the actual early termination date, which shall be at least 30 days from the date of such notice; (ii) all of the benefits to which Executive would have been entitled in this Agreement as if Executive continued his employment with the Company through January 2, 2009; and, (iii) may require Executive to be available during the balance of the Term for work on special projects or as a consultant to the Board; or

(B)If the Board determines that it does not want to renew Executive’s employment as President and CEO of the Company for another term, and the Board notifies Executive of such decision prior to January 2, 2009, and if after delivering such notice the Board hires a replacement for Executive who will commence his duties prior to Executive’s normal January 2, 2009, retirement date, then the Board may terminate Executive’s employment as CEO and President of the Company without cause prior to January 2, 2009, and will provide Executive with the following: (i) written notice of such action, which shall include the actual early termination date, which shall be at least 30 days from the date of such notice; (ii) provide Executive with all of the benefits to which Executive would have been entitled in this Agreement as if Executive continued employment with the Company through January 2, 2009; and, (iii) may require Executive to be available during the balance of the term for work on special projects or as a consultant to the Board; or

(C)If Executive determines that he wants to retire from employment with the Company on January 2, 2009, and not renew his employment with the Company for another term, and notifies the Board of such decision, or if the Board determines that it will not negotiate a new Employment Agreement with Executive beyond January 2, 2009, and under either of said circumstances the Board is not able to find a replacement for Executive who will commence employment by January 5, 2009, and if the Board want Executive to continue as CEO and President of the Company for a little longer, Executive agrees in advance to continue his employment with the Company for either of the following periods at the discretion of the Board on the conditions set forth hereinafter: (i) the Board gives Executive notice of its decision to have him remain employed as CEO and President on or before November 30, 2008, which notice will specify the length of the Extended Term ( which shall be no longer than June 30, 2009); or, (ii) if the Extended Term of the Executive’s employment is for a period that ends on or before March 30, 2009, then Executive will be entitled to all of the benefits provided in this Agreement as if Executive continued employment with the Company through the Extended Term, except that he will not participate in the 2009 executive bonus pool, nor will stock options be granted for 2009, but there shall be an increase in Executive’s Base Salary (as defined in Section 5 herein) consistent with the provisions in Section 5; or, (iii) if Executive’s employment is extended for a period that continues beyond March 30, 2009, but no longer than June 30, 2009, then Executive will be entitled to all of the benefits provided in this Agreement as if Executive continued employment with the Company through the Extended Term, including the granting of stock options for 2009, an increase in Executive’s Base Salary (as defined in Section 5 herein) consistent with the provisions of Section 5, and he shall also be entitled to a bonus payable at the end of the Extended Term equal to 50% of the bonus which he earned for the 2008 calendar year.

4.Extent of Service.

Executive shall donate his full time, attention, and energies to the business of Company 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 Company.

5.Regular Compensation.

In consideration for the services which Executive is to render under this Agreement, Company shall pay to Executive a base salary (“Base Salary”) of Three Hundred Seventy Five Thousand Dollars ($375,000) in 2006. The Base Salary shall be payable to Executive 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 each succeeding year 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 and such other salary data as deemed appropriate by the Company.

6.Discretionary Incentive Compensation.

Executive shall be entitled to participate in any incentive programs which may be adopted from time to time by Company for Executive. Amounts awarded to Executive under any said incentive program shall be determined at the sole discretion of Company, including the vesting of any incentive awards. If either the Company or Executive choose to terminate this Agreement for reasons other than those included in section 19, on the conclusion of this Agreement the incentive award earned for the 2008 year will be paid in full as if Executive were still employed. In addition, if the Term goes beyond January 2, 2009, the Executive shall be entitled to an incentive award as set forth in the last paragraph of Section 3 herein.

7.Business Expenses.

Executive shall be reimbursed for all ordinary and necessary, documented expenses reasonably incurred by Executive in connection with his employment associated with managing the business of Company and other expenses that may be authorized from time to time by the Board, including expenses for club membership, entertainment, travel, and similar items. Travel and other expenses for attendance at conventions and banking education programs that are approved by the Board shall also be reimbursed. Company will pay for or will reimburse Executive for such expenses upon presentation by Executive from time to time of receipts evidencing such expenditures.

8.Automobile.

Company shall purchase or lease an automobile of the Executive’s choice for his use as Chief Executive Officer. Company shall pay all fuel, operating, maintenance, and insurance cost as well as the financing costs based on the average annual cost of funds to County Bank. Executive shall be entitled to limited use of the automobile for personal use, but shall primarily use it for business purposes associated with his employment. As the Chief Executive Officer of Company, Executive has been provided an automobile for the convenience of Company. Company expects the Executive will frequently visit Company’s various business locations, customers, business partners, vendors, regulatory agencies, ratings and market making agencies and travel for trade associations in which Company is actively engaged. For the security of the automobile and the convenience of the Company, Executive agrees to garage the automobile at his personal residence. Executive is authorized to commence his work travel as set forth above from such personal residence. In addition to the accumulation of Company- paid operational expense referenced above the vehicle will be depreciated over a five-year period at the rate of twenty percent per year. Total annual expenses exceeding $14,400 (including depreciation) will result in the temporary reduction of Executive’s annual compensation by the difference between such total expenses and $14,400.

Executive is hereby granted the option to purchase the vehicle referenced in this Section 8 on January 2, 2009, or anytime during the interval prior to January 2, 2009 if the referenced vehicle has accumulated odometer mileage in excess of 50,000 miles, for a purchase price equal to the lesser of the vehicle’s depreciated or Kelley Blue Book wholesale value. Furthermore, to the extent that the total annual accumulated expense for operating the vehicle, including depreciation, is less than $14,400, that amount may be carried forward as a credit in the succeeding year. The carryover credit, however, is not intended to provide a cash payout to Executive. Executive acknowledges that if the purchase price is less than its fair market value at the time of sale, such difference will be considered additional executive compensation to Executive for such calendar year and will be required to be disclosed in the Company’s proxy materials and annual report on Form 10-K to be filed with the SEC.

9.Vacation.

During the term of employment Executive shall be entitled to vacation leave at full salary at the discretion of Executive as time allows, so long as it is reasonable and does not jeopardize his responsibilities, of twenty (20) business days; provided that Executive shall take as a portion of his vacation leave at least ten (10) consecutive business days, unless otherwise waived by the Board.

10.Disability.

If Executive becomes disabled (as defined in section 409A of the Code) during the Term, Company agrees to continue the salary (i) for ninety (90) days from commencement of the disability, (ii) until Executive is able to return to work, or (iii) until payments commence to Executive under the separate Salary Continuation Agreement executed between the Parties, whichever results in the shortest period of salary payment by the Company.

11.Insurance.

Company shall provide to Executive and his wife, during the Term at Company’s expense the same medical insurance, dental insurance, life insurance, and disability insurance coverage, if any, which may be offered to Company’s other full-time Executives under any benefit plans as may be in effect from time to time.

The parties acknowledge that Executive’s Base Salary has been set high enough under this Agreement so that Executive may pay for life insurance. However, Executive shall have the right to determine whether to maintain life insurance and use part of his Base Salary to cover the premiums thereon, or to use the Base Salary for other purposes. Company shall have no duty under this Agreement to give Executive any additional compensation to cover life insurance premiums or to maintain any life insurance on Executive’s life.

12.Stock Options.

As part of the consideration for entering this Agreement, the Board has agreed to grant 7,000 incentive stock options on or about January 1 of 2005, and thereafter 10,000 incentive stock options will be granted annually for years 2006, 2007, 2008 and 2009 at the then market value, provided Executive is still actively employed by Company on each of said dates. The amount of stock options granted will be subject to change due to stock splits of the Company stock. Each stock option grant will vest 25% on grant and 25% each year thereafter, except for stock options granted in 2007, 2008 and 2009 if any. Stock options granted on January 2, 2007 shall vest 33 1/3% upon grant and 33 1/3% per year until fully vested on January 2, 2009, stock options granted on January 2, 2008 shall vest at 50% upon grant and fully vest on January 2, 2009, and stock options granted, if any, on or after April 1, 2009 shall vest 50% upon date of grant and fully vest on the earlier of either termination of this Agreement or June 30, 2009.

13.Retirement Plan.

Executive shall be entitled to participate in any retirement plans offered to other Executives of Company, such as Executive’s participation in Company’s 401(k) plan, as amended from time to time.

14.Printed Material.

All written, printed, visual or audio materials used by Executive in performing duties for Company, other than Executive’s personal notes and diaries, are and shall remain the property of Company. Upon termination of employment on any basis, Executive shall return all such materials to Company.

14

15.Disclosure of Information.

In the course of employment, Executive may have access to confidential information and trade secrets relating to Company’s business. Except as required in the course of employment by Company, Executive shall not, without Company’s prior written consent, directly or indirectly disclose to anyone any confidential information relating to Company or any financial information, trade secrets or “know-how” that is germane to Company’s business and operations. Executive recognizes and acknowledges that any financial information concerning any of Company’s customers, as it may exist from time to time, is strictly confidential and is a valuable, special and unique asset of Company’s business. Executive shall not, either before or after termination of this Agreement, disclose to anyone said financial information, or any part thereof, for any reason or purposes whatsoever.

16.Prohibited Activities and Investments.

During the Term of this Agreement, Executive shall not, directly or indirectly, either as an Executive, Company, consultant, agent, principal, partner, principal stockholder (i.e., ten percent or more) or corporate officer, directly, or in any other individual or representative capacity, engage or participate in any business competitive with that of Company.

17.Surety Bond.

Executive agrees to furnish all information and take any other steps necessary to enable Company to obtain and maintain a fidelity bond conditional on the rendering of a true account by Executive of all moneys, goods, or other property that may come into the custody, charge, or possession of Executive during the Term of Executive’s employment. The surety company issuing such bond and the amount of the bond must be acceptable to Company. All premiums on the bond are to be paid by Company. If Executive cannot personally qualify for a surety bond at any time during the Term of this Agreement, Company shall have the option to terminate this Agreement immediately and said termination shall be deemed to be a termination for cause under section 19(a) herein.

18.Moral Conduct.

Executive agrees to conduct himself at all times with due regard to public conventions and morals and to abide by and reflect in his personal actions all of the “core values” adopted by Company and its subsidiaries from time to time. Executive further agrees not to do or commit any act that will reasonably tend to degrade him or to bring him into publichatred, contempt or ridicule, or that will reasonably tend to shock or offend any community in which Company engages in business, or to prejudice Company or the banking industry in general.

14

19.Termination of Agreement.

(a)Termination for Cause.

Company reserves the right to terminate this Agreement “for cause.” Termination for cause shall include termination because of Executive’s (i) personal dishonesty, (ii) incompetence, (iii) willful misconduct, (iv) breach of fiduciary duty involving personal profit, (v) material breach of any of the terms of this Agreement, (vi) substantial failure to perform assigned duties, (vii) willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or (viii) the willful or permanent breach by Executive of any obligations owed to Company pursuant to this Agreement. In addition, Company reserves the right to terminate this Agreement “for cause” in the event that actions are effected by any regulatory agency having jurisdiction to remove or suspend Executive from office, or upon the directive of any such regulatory agency that Company must remove Executive as its Chief Executive Officer, regardless of whether such directive is given orally or in writing.

(b)Statutory Grounds for Termination.

Executive’s employment under this Agreement shall terminate immediately upon the occurrence of any of the following events, which events are described in sections 2920 and 2921 of the California Labor Code:

(1) The occurrence of circumstances that make it impossible or impractical for the business of Company to be continued.

(2)The death of Executive.

(3) The loss of Executive’s legal capacity. This does not affect Executive’s rights under section 10 of this Agreement.

(4)The loss by Company of legal capacity to contract.

(5) Subject to section 10 of this Agreement, the continued incapacity on the part of Executive under this Agreement, unless waived by Company.

(c)Termination for Bankruptcy.

This Agreement may be terminated immediately by either party at the option of either party and without prejudice to any other remedy to which either party may be entitled at law, in equity or under this Agreement if either party:

(1) Files a petition in bankruptcy court or is adjudicated a bankrupt;

(2) Institutes or suffers to be instituted against it or him any procedure in bankruptcy court for reorganization or rearrangement of his financial affairs;

(3) Has a receiver of his assets or property appointed because of insolvency; or

(4) Makes a general assignment for the benefit of creditors.

(d)Termination after a Change in Control.

This Agreement shall automatically terminate if within one year after a Change in Control, as defined in paragraph (e), the Executive is involuntarily terminated without cause or the Employee voluntarily terminates for Good Reason, as defined in paragraph (f). If such termination occurs, Employee shall receive a lump-sum acquisition payment (“Acquisition Payment”) in the amount equal to the sum of (x) eighteen (18) months Base Salary at the then current rate of annual compensation plus (y) the average of the bonus and incentive compensation earned by the Executive 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. Company 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 19(d) is payable no later than the end of the seventh month after the month in which the Employee’s employment terminates. If the Employee terminates employment for Good Reason, the date of termination shall be the date specified by the Employee in his notice of termination.

If termination of the Executive occurs under section 19(d), Company will provide Executive benefit continuation to include Acquisition Payment health insurance benefits (“Additional Benefits”) for 18 months following the date of such termination under the Consolidated Omnibus Reconciliation Act (“COBRA”) for Executive and Executive’s spouse at Company’s cost.

In the event of a Change in Control and the termination of this Agreement under this Section 19(d), no provision contained in this Agreement should be construed to prevent Executive from negotiating a new employment agreement with either the Company or the acquirer of Company, should the parties desire to do so.

The Parties agree that the above-referenced Acquisition Payment and Additional Benefits shall be received by Executive in lieu of any and all claims and/or damages which may be sustained by Executive due to the Change in Control and the termination of Executive’s employment and will be accepted by Executive in full satisfaction of all such claims and damages, other than benefits expressly provided in other written agreements that provide for Change in Control benefits.

(e)Definition of Change in Control.

As used in this Agreement, the term Change in Control means a change in control of the Company as defined in section 409A of the Code and the regulations promulgated thereunder, and to the extent consistent with section 409A of the Code means the earliest occurrence of one of the following events:

A.A Change In Ownership of the Employer.

A change in ownership of the Employer occurs on the date that any person (or group of persons) acquires ownership of stock of the Employer that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Employer, respectively.

B.A Change in Effective Control of the Employer.

A change in effective control of the Employer occurs on the date that:

1.Any person (or group of persons) acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Employer possessing thirty-five percent (35%) or more of the total voting power of the stock of the Employer, respectively; or

2.A majority of members of the Employer’s Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Employer’s Board, respectively prior to the date of the appointment or election.

C.A Change in Ownership of a Substantial Portion of the Employer’s Assets.

A change in the ownership of a substantial portion of the Employer’s assets occurs on the date that any person (or group of persons) acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Employer, respectively that have a total gross fair market value equal to, or more than, forty percent (40%) of the total gross fair market value of all of the assets of the Employer, respectively immediately prior to such acquisition or acquisitions.

(f)Definition of Good Reason.

As used in this Agreement, the term Good Reason means the occurrence of any of the following without the Employee’s written consent -

(1) reduction of the Employee’s base salary, or

(2) reduction of the Employee’s bonus, incentive, and other compensation award opportunities under Employer’s or subsidiary’s benefit plans, unless a company-wide reduction of all officers’ award opportunities occurs simultaneously, or termination of the Employee’s participation in any officer or employee benefit plan maintained by Employer or a subsidiary, unless the plan is terminated because of changes in law or loss of tax deductibility to Employer for contributions to the plan, or unless the plan is terminated as a matter of policy applied equally to all participants, or

(3) assignment to the Employee of duties or responsibilities that are materially inconsistent with the Employee’s duties and responsibilities immediately before the Change in Control, or any other action by Employer or its successor that results in a material reduction or material adverse change in the Employee’s position, authority, duties, or responsibilities, or failure to nominate the Employee as a director of Employer if the Employee shall have been a director immediately before the Change in Control, or

(4) failure to obtain an assumption of Employer’s obligations under this Agreement by a successor to Employer, regardless of whether the entity becomes a successor as a result of a merger, consolidation, sale of assets, or other form of reorganization, or

(5) relocation of the Employer’s principal executive offices or requiring the Employee to change the Employee’s principal work location to any location that is more than 50 miles from the location of Employer’s principal executive offices on the date of this Agreement.

20.Severance Pay.

Upon early termination of this Agreement (i) pursuant to Section 19(d) of this Agreement, (ii) by Executive for any reason, (iii) by Company “for cause” (pursuant to Section 19(a) of this Agreement), or (iv) because of the death, incapacity or disability of Executive, Executive shall not receive any Severance Payment, as defined in this Section 20, of any sort or any bonus for the calendar year in which termination is effected.

The Parties acknowledge that it would be difficult to determine the damages Executive would suffer if his employment is terminated by Company without cause or on statutory grounds. Therefore it is agreed that if this agreement is terminated early by Company on any basis other than those listed in the first paragraph of this Section 20, then Executive shall be entitled to receive within 30 days after termination a lump-sum cash payment (“Severance Payment”) in the amount equal to one year’s Base Salary at the then current rate of compensation. Company will also provide Executive benefit continuation to include health benefits for 12 months following the date of such termination under the Consolidated Omnibus Reconciliation Act (“COBRA’) for Executive and Executive’s spouse at Company’s cost. It is mutually agreed by the parties that the payment of the cash Severance Payment set forth above shall be received by Executive in lieu of any and all claims and/or damages which may be sustained by Executive by reason of his early termination and will be accepted by Executive in full satisfaction of all such claims and damages and as payment in full for all benefits received from Executive’s services. The Parties understand and agree under no circumstances would Executive be entitled to receive both the Acquisition Payment described in Section 19 and the Severance Payment described in this Section 20.

21.Notices.

Any notice to Company required or permitted under this Agreement shall be given in writing to Company, either by personal service or by certified mail, postage prepaid, addressed to the chairman of the Board at its then principal place of business. Any such notice to Executive shall be given in like manner and, if mailed, shall be addressed to Executive at Executive’s home address then shown on Company’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.

22.Nonassignability.

Neither this Agreement nor any right or interest hereunder shall be assignable by Executive, his beneficiaries or legal representatives without Company’s prior written consent; provided, however, that nothing in this Section 22 shall preclude (i) Executive from designating a beneficiary to receive any benefit payable hereunder upon his death, or (ii) the executors, administrators, or other legal representatives of Executive or his estate from assigning any rights hereunder to the person or persons entitled thereto.

23.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 hypothecation 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.

14

24.Binding Effect.

This Agreement shall be binding upon and inure to the benefit of Executive and Company and their respective permitted successors and assigns.

25.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.

26.Entire Agreement.

This Agreement amends and restates in its entirety the Original Agreement, as amended, and supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of Executive by Company. This Agreement contains all of the covenants and agreements between the parties with respect to such employment in any manner whatsoever. 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.

27.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.

28.Governing Law.

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

14

29.Injunctive Relief.

Company and Executive acknowledge and agree that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character which give them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Company and Executive therefore expressly agree that Company and Executive, in addition to any other rights or remedies which Company and Executive may possess, shall be entitled to injunctive and other equitable relief to prevent a breach of this Agreement by Executive and Company.

30.Company Regulatory Agencies.

The obligations and rights of the Parties hereunder are expressly conditioned upon the approval or non-disapproval of (i) this Agreement and/or (ii) Executive, in the event such approvals are required, by those banking regulatory agencies which have jurisdiction over Company or any of its subsidiaries.

31.Duplicate Originals.

This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.

32.Compliance with Internal Revenue Code Section 409A.

Company and Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Code. If when the Executive’s employment terminates the Executive is a specified Executive, as defined in section 409A of the Code, and if any payments or benefits under this Agreement will result in additional tax or interest to the Executive because of section 409A of the Code, then despite any provision of this Agreement to the contrary the Executive will not be entitled to the payments or benefits until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A of the Code. As promptly as possible after the end of the period during which payments or benefits are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A of the Code, such provision shall be applied in a manner consistent with those requirements, despite any contrary provision of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A of the Code, Company shall reform the provision. However, Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and Company shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section 409A of the Code include rules, regulations, and guidance of general application issued by the Department of the Treasury under section 409A of the Code.

33.Internal Revenue Code Section 280G, as amended.

The Executive and Company acknowledge that for federal income tax purposes there is (i) the limitation on the deductibility by the Company and (ii) the imposition of an excise tax on the Executive for certain change in control benefits under, but not limited to Code section 280G and any successor to Code section 280G. If, after taking into account the Acquisition Payment or Severance Payment to Executive and all other compensation payments to or for the benefit of the Executive that are included in determining the deductibility of such payments under Code section 280G or any successor to Code section 280G, it is determined that Code section 280G and section 4999 apply and result in an excess tax payable by Executive for such payments, then the amount of the Acquisition Payment or Severance Payment shall be increased to include a special lump sump payment payable to the Executive at the time of the Change in Control equal to 60% of the amount of the Acquisition Payment or Severance Payment that is included for purposes of determining the deductibility of such payments under Code section 280G or any successor to Code section 280G.

IN WITNESS WHEREOF, the Parties hereto have duly executed this Amended and Restated Employment Agreement on the date first written above.

COMPANY:CAPITAL CORP OF THE WEST

By:

 

/S/ Jerry E. Callister _________

Jerry E. Callister

Chairman - Salary & Benefits Committee

EXECUTIVE:

By: _/S/ Thomas T. Hawker ____________

Thomas T. Hawker

President and Chief Executive Officer,

Capital Corp of the West