8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):  September 26, 2007

Capital Corp of the West

(Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation) 0-27384 (Commission File No.) 77-0147763 (IRS Employer Identification Number)

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 (see General Instruction A.2. below):

[ ]    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 September 26, 2007, the Board of Directors of Capital Corp of the West (the “Company”) approved the amendment of its existing Shareholder Rights Plan to extend its maturity for five years until September 26, 2012.  The amendment is effective September 26, 2007. The parties to the amendment to the agreement are the Company and Computershare Trust Company, N.A. as Rights Agent.  The extension gives holders the right, under certain specified circumstances, to purchase shares of the Company’s Series A Junior Participating Preferred Stock at a discount to the market value of the Company’s common stock and thereby place the Board of Directors in a favorable position to negotiate with any proposed acquirer to the Company.

Item 3.03                      Material Modification to Rights of Security Holders.

On September 26, 2007, the Board of Directors of the “Company approved the amendment of its existing Shareholder Rights Plan to extend its maturity for five years until September 26, 2012.

Item 8.01                      Other Events

On September 26, 2007, the Company issued a press release announcing the extension of the maturity of its existing Shareholder Rights Plan for five years until September 26, 2012.

Item 9.01                      Financial Statements and Exhibits

The exhibit list called for by this Item is incorporated by reference to the exhibit index filed as part of this report.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Such statements are subject to risks and uncertainties and include information about possible or assumed future events. Many possible events or factors could affect the future financial results and performance of the company. This could cause results or performance to differ materially from those expressed in our forward-looking statements. Words such as “expects,” “anticipates,” ”believes,” “estimates,” “intends,” “plans,” “assumes,” “projects,” “predicts,” “forecasts,” and variations of such words and other similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements.

Readers should not rely solely on forward looking statements and should consider all uncertainties and risks discussed throughout this report, as well as those discussed in the Company’s most recent Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. These statements are representative only on the date on which they were made, and the Company undertakes no obligation to update any forward-looking statements.

SIGNATURE

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.

Dated:   September 26, 2007

Capital Corp of the West

By: /s/ David A. Heaberlin

David A. Heaberlin

                Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit 4.1	Rights Agreement dated as of September 26, 1997 between Capital Corp of the West and Harris Trust Company of California (incorporated by reference to Exhibits to Registration Statement on Form 8-A filed on October 1, 1997).
Exhibit 4.2	Amendment to Rights Agreement dated as of September 26, 2007 between Capital Corp of the West and Computershare Trust Company
Exhibit 4.3	Amended form of Right Certificate
Exhibit 99	Press release announcing extension of Rights Plan

EX-4.2

Capital Corp of the West

and

Computershare Trust Company, N.A.

as Rights Agent

Amendment to the Shareholder Rights Agreement

Dated as of September 26, 2007

AMENDMENT TO THE SHAREHOLDER RIGHTS AGREEMENT

This Amendment to the Shareholder Rights Agreement dated as September 26, 2007 between Capital Corp of the West, a California corporation (the “Company”) and Computershare Trust Company, N.A. (the “Rights Agent”).

W I T N E S S E T H:

WHEREAS, the Company and Harris Trust Company of California (the “Original Rights Agent”) entered into a Rights Agreement dated as of September 26, 1997 (the “Rights Agreement”) in connection with which the Company authorized and declared a dividend distribution of one preferred share purchase right for each share of common stock, no par value, of the Company outstanding on October 6, 1997 (the “Record Date”), and contemplates the issuance of one right to purchase one one-hundredth of a Preferred Share (defined as a share of Series A Junior Participating Preferred Stock) for each share of Common Stock issued between the Record Date and the earlier of the Expiration Date, the time at which the Rights are redeemed as provided in Section 23 of the Rights Agreement, or at the time which such Rights are exchanged as provided in Section 24 of the Rights Agreement (as such terms are defined in the Rights Agreement), each right representing the right to purchase one one-hundredth of a Preferred Share upon the terms and subject to the conditions set forth in the Rights Agreement; and

WHEREAS, Section 27 of the Rights Agreement provided that the Company may amend the Rights Agreement without approval of any holders of Rights Certificates, in order to change or supplement the provisions thereunder as the Company deems necessary and desirable; and

WHEREAS, the Company has appointed Computershare Trust Company, N.A. in place of the Original Rights Agent as Rights Agent under the Rights Agreement; and

WHEREAS, the Board of Directors has determined that it is in the best interests of the Company and its shareholders to extend the term of the Rights Agreement for five years;

NOW, THEREFORE, Section 7(a) of the Rights Agreement is hereby amended and restated to read, from and after the date hereof, in its entirety as set forth below:

Section 7.  Exercise of Rights; Purchase Price; Expiration of Rights

(a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the close of business on September 26, 2012 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

CAPITAL CORP OF THE WEST

By:    /s/ Thomas T. Hawker           

Thomas T. Hawker

President and Chief Executive officer

COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent

By:    /s/ Kellie Gwinn           

Kellie Gwinn

Vice President

EX-4.3

FORM OF RIGHT CERTIFICATE

Certificate No. R- _____________________ Rights

NOT EXERCISABLE AFTER SEPTEMBER 26, 2012 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.

RIGHT CERTIFICATE

CAPITAL CORP OF THE WEST

This certifies that ___________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of September 26, 1997, as amended (the "Rights Agreement"), between Capital Corp of the West, a California corporation (the "Company"), and Computershare Trust Company, N.A. (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., San Francisco time, on September 26, 2012 at the principal office of the Rights Agent, or at the office of its successor as Rights Agent, one one-hundredth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock (the "Preferred Shares"), of the Company, at a purchase price of $55.00 per one one-hundredth of a Preferred Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of one one-hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of September 26, 1997, based on the Preferred Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of one one-hundredths of a Preferred Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events.

This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned offices of the Rights Agent.

This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised.

Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.001 per Right or (ii) may be exchanged in whole or in part for Preferred Shares or shares of the Company's Common Stock, no par value.

No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement.

No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement.

This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

WITNESS the facsimile signature of the proper officer of the Company and its corporate seal.

Dated as of __________, ______.

	Capital Corp of the West By____________________
Countersigned
Computershare Trust Company, N.A. By _______________________ Name: ____________________ Title: _____________________ By _______________________ Name: ____________________ Title: _____________________

EX-99

PRESS RELEASE

Available for Immediate Publication:  September 26, 2007

Contacts:  Thomas T. Hawker, President / Chief Executive Officer (209) 725-2276

David Heaberlin, EVP / Chief Financial Officer (209) 725-7435

Web Site www.ccow.com

CAPITAL CORP OF THE WEST ANNOUNCES RIGHTS PLAN

MERCED, CA, September 26, 2007 - The Board of Directors of Capital Corp of the West (Nasdaq: CCOW) announced today that it has extended the expiration date of its Shareholder Rights Plan for five years to September 26, 2012.

Each Preferred Share Purchase Right will entitle shareholders to buy one one-hundredth of a share of the Company's Series A Junior Participating Preferred Stock at an exercise price determined under the Plan. Each one one-hundredth of a share of such Preferred Stock is intended to be the economic equivalent of one share of Common Stock. After a person or group (other than an exempt person or group) acquires 10% or more of the outstanding Common Stock or announces a tender offer, the consummation of which would result in ownership by a person or group of 10% or more of the outstanding Common Stock, the Rights will become exercisable by persons other than the acquiring person, unless the Board of Directors has approved the transaction in advance. In addition, upon the occurrence of certain events, (i) the holders of Rights would be entitled to purchase either Common Stock or securities of an acquiring entity at half of market value, or (ii) the Board of Directors may, at its option, exchange part or all of the Rights for shares of Common Stock. Prior to the acquisition by a person or group of 10% or more of the outstanding Common Stock, the Rights are redeemable for $0.001 per Right at the option of the Board of Directors. The Rights will expire on September 26, 2012.

Thomas T. Hawker, President and Chief Executive Officer, stated that, "The extension of the Shareholder Rights Plan is part of an ongoing effort by the Board to protect and maximize the value of the shareholders' investment in the Company and to give them the optimum opportunity to participate in the long-term value of the Company. The Board determined that extending the Shareholder Rights Plan is an effective and reasonable method to safeguard the interests of our shareholders. We are focused on building value for our shareholders, and our intent is to continue that strategy.”

Reference Information

Capital Corp of the West, a California bank holding company established on November 1, 1995, is the parent company of County Bank, which is currently celebrating its 30th year of service. Currently County Bank has thirty branch offices and six Business Lending Centers serving the counties of Fresno, Madera, Mariposa, Merced, Sacramento, Stanislaus, San Joaquin, San Francisco, Santa Clara and Tuolumne. As of the latest FDIC data, County Bank has 7.5% market share in the six Central California counties in which it has significant retail branches. This ranks County Bank fifth out of thirty-seven banking institutions in this market area. For further information about the Company's financial performance, contact Tom Hawker, President and Chief Executive Officer at (209) 725-2276, or Dave Heaberlin, Chief Financial Officer and Treasurer, at (209) 725-7435.