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                                                                       1995 PLAN

                             CALIFORNIA BANCSHARES, INC.
                        MANAGEMENT INCENTIVE COMPENSATION PLAN




SECTION 1:  PURPOSE OF THE PLAN

         The purpose of the Management Incentive Compensation Plan ("MICP"), or
         "the Plan" is to provide incentives and awards to those employee who
         are responsible for significant organizational units or projects and
         who attain and sustain consistently high levels of performance that
         exceed expectations and that contribute to the success, profitability,
         and return to California Bancshares, Inc.'s shareholders.  The Plan is
         designed to support the organization's objectives and financial goals.

SECTION 2:  GENERAL DESCRIPTION

    2.1  Incentive compensation awards are based on corporate results and
         individual contributions to performance as measured by selected
         financial ratios, operating results, subjective evaluations and
         qualitative evaluations against objectives established before the
         beginning of the Plan year.  These measures are constructed to
         recognize the influence of both external and internal factors on
         performance, by establishing the relationship of performance to
         benchmark measures.  The benchmark measures are external peer groups,
         operating performance data, and objectives agreed upon by Plan
         participants and Senior management or the Board.

    2.2  The Plan protects shareholders' interests by limiting the amount of
         awards to be paid by restricting it to a percentage of earnings.  The
         Plan specifies annual goals and provides a performance review and
         measurement system.  The Plan has been designed to permit future
         inclusion of other individuals and groups.

    2.3  The calculation of awards to be distributed to the Plan participants
         and the incentive formulas, are constructed to provide awards
         consistent with increases in profits.  The incentive formula ensures a
         level of incentive award that is competitive with comparable positions
         and levels of performance in other financial institutions, in order
         that California Bancshares, Inc. will be able to attract, retain, and
         motivate high-quality personnel and support continued growth and
         profitability.


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SECTION 2:  GENERAL DESCRIPTION, CONTINUED

    2.4  Extraordinary occurrences may be excluded when calculating performance
         results to ensure that the best interests of the organization are
         protected and are not brought into conflict with the best interests of
         Plan participants.  When and if extraordianry occurrences are excluded
         from the calculation of individual performance measures, they are also
         excluded in calculating the bonus pool.

SECTION 3:  DEFINITIONS

    3.1  "Average total Assets" shall mean "average daily balances".

    3.2  "Award" shall mean the amount to be paid at the conclusion of the Plan
         year.

    3.3  "Committee" shall mean a Human Resources Committee of the Board of
         Directors chosen to administer the Plan.

    3.4  "Company" shall mean California Bancshres, Inc. and its subsidiaries
         including any sponsored joint ventures with other companies.

    3.5  "Extraordiary Occurrences" shall mean those events, that, in the
         opinion of the Human Resoruces Committee, are outside the significant
         influence of Plan participants and would, by their inclusion, cause
         significant unintended effect, positive or negative, on operating and
         financial results.

    3.6  "Plan Year" shall mean the 12 month period beginning on January 1.

    3.7  "Return on Assets" or " ROA" shall mean the net income after
         applicable income taxes, net securities gains or losses, incentive
         awards, and net extraordianry items, divided by average of total
         assets, excluding the impact of extraordinary occurrences as defined
         in Section 3.5.

    3.8  ROA goals will be determined in accordance with calculation on Exhibit
         2.

    3.9  "Weight" shall mean a percentage weighing for each performance measure
         for each participating position, used to modify the basic incentive
         percentage to reflect the relative importance of the factor to that
         position.

    3.10 "Rating" shall mean the numerical rating (between 0.0 to 5.0) given by
         the evaluator.

    3.11 "Weighed Results" shall mean the numerical results created by
         multiplying the "Weight" by the "Rating".  This result of all
         calculations will be rounded to the nearest tenth.

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SECTION 4:  PLAN PARTICIPANTS

    4.1  Those employees recommended by Senior management who, in management's
         judgement, are responsible for directing and performing functions which
         have significant bearing on the profitability and operational
         performance of the institution shall be eligible for participation in
         the MICP.

    4.2  Before or at the beginning of each Plan year, the Committee shall
         review the recommendations of management on the selection of those
         employees eligible for participation in the Plan for that year.  The
         Board of Director is responsible for final approval of Plan
         participant's eligibility.  Participants shall be notified of their
         eligibility as soon as the selection is completed.

    4.3  Participants may be added during the Plan year at the discretion of
         the President and the Committee, and their incentive award should be
         prorated as set forth in Section 8.

SECTION 5: ADMINISTRATION OF THE PLAN

    5.1  Throughout this Plan document, reference to the actions and authority
         of the Committee also presumes that the Committee wil recommend, and
         the Board of Directors will approve or disapprove, final disposition
         of all matters pertaining to administration of the Plan.

    5.2  The Committee, with Board approval, has the responsibility to
         interpret, administer, and amend the Plan as necessary.  The
         recommendations of the Committee as approved by the Board, affecting
         the construction, interpretation, and administration of the Plan shall
         be final and binding on all parties, including the Company and its
         employees.  Responsibilty for actions taken under the Plan are
         summarized in Exhibit 1.

    5.3  Before, at the beginning of, or during each Plan Year, the Committee
         may review and revise any aspect of the Plan.  However, it is expected
         that the Plan will require modification only when significant changes
         in organization, goals, personnel, or performance occur.  The
         President shall inform the Committee of any proposed changes to the
         operation of the Plan.

    5.4  Computation of incentive awards will be made by an individual
         designated by the President.  Maintenance of participant payment and
         deferred awards records shall be the responsibility of the Chief
         Financial Officer.

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SECTION 6: PERFORMANCE INCENTIVE COMPENSATION - GENERAL PROCEDURES

    6.1  Computation of incentive awards is a two-stage process:

         Stage 1: Calculation of the bonus pool.

         Stage 2: Allocation of the bonus pool to Plan participants.

    6.2  The general procedure for converting overall results into individual
         incentive awards is as follows:

         -    Performance incentive goals/plans/standards are established
              before or at the start of the Plan Year.

         -    Periodically, actual performance results are measured against the
              goals.

         -    Scores on each performance measure are calculated as described in
              this document.

         -    Total scores are calculated for every participant to regularly
              assess performance.

         -    At the end of the Plan Year, the total scores and bonus awards
              are calculated for all participants.

         -    If bonus awards for participants exceed bonus pool, bonus awards
              will be prorated.

    6.3  The calculation of the bonus pool for the current year is shown on
         Exhibit 2.

SECTION 7:  PAYMENT OF INDIVIDUAL INCENTIVE COMPENSATION AWARDS

Within 60 days following the end of the Plan Year, or as soon as financial and
operating results are known, participants will receive the incentive payment
determined by performance for the year using the best available performance
data.

SECTION 8:  PARTIAL PAYMENTS

    8.1  New Participants - If an individual becomes a participant during the
         Plan Year, the incentive compensation award will be earned on the
         basis of one-twelfth of the annual incentive compensation for each
         month of participation beginning before July 1 in the Plan year on
         initial employment or promotion.  After July 1, new hires are not
         eligible to participate in that Plan Year, unless given special
         permission by the Committee.  Special permission must be granted by
         the Committee to pay full Plan Year shares to partial-year employees.


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    8.2  Retirement - In the event of termination of employment through
         retirement, the employee shall be considered to have earned one-
         twelfth of the annual incentive compensation award of a particular 
         year for each month of employment in the Plan Year of his retirement.

    8.3  Leave of Absence - In the event a participant is absent from work due
         to an approved leave of absence of any nature or length, the annual
         incentive compensation award will be prorated to include only days of
         active employment.

    8.4  Death - If a participant dies, any unpaid incentive awards shall be
         paid to the estate, or designated beneficiary, in one lump sum.  The
         amount of the award may be prorated for each month of employment
         during the Plan Year at the discretion of the Committee.

    8.5  Termination for Reasons Other Than Death or Retirement - In the event
         of termination of employment for reasons other than death or
         retirement, the participant, at the discretion of the Committee, may
         forfeit all unpaid incentive awards.

SECTION 9:  PERFORMANCE PROGRESS REPORTING

    The President/department heads will be responsible for reporting
    performance during the course of the Plan Year so that participants may
    evaluate their performance relative to goals throughout the year.  The
    Chief Financial Officer will review calculation made by the above
    personnel.  Data from internal and external sources are to be made
    available to Plan participants, the Committee, and the Board as soon as
    practical.

SECTION 10:  AMENDMENT OR TERMINATION OF THE PLAN

    10.1 Right of Assignment - No right or interest of any participant in the
         Plan shall be assignable or transferable, or subject to any lien,
         directly, by operation of law, or otherwise, including levy,
         garnishment, attachment, pledge, or bankruptcy.

    10.2 Right of Employment - The receipt of an award under this Plan shall
         not guarantee any employee any right to continued employment; the
         right to dismiss any employee is specifically reserved to the
         organization.  The receipt of an award for any one year shall not
         guarantee an employee the right to receive an award for any subsequent
         year.

    10.3 Withholding for Taxes - The organization shall have the right to
         deduct from all payments under this Plan any federal or state taxes
         required by law to be withheld with respect to such payments.



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                                                                       Exhibit 1

                           SUMMARY OF PLAN RESPONSIBILITIES


 
<TABLE>
<CAPTION>


                                                                           Responsibilty
                                                               ------------------------------------
                                                                            Human
                                                               Board of     Resources
Planning Action                                                Directors    Committee     Management
---------------                                                ---------    ---------     ----------


<S>                                                                <C>          <C>           <C>
Plan Creation
             Design plan                                                                      X
             Establish policies & objectives                                    X             X
             Recommendations to Board                                           X             X
             Plan approval                                         X


Annual Plan administration
             Review organizational objectives                                   X             X
             Recommend changes                                                  X             X
             Approve any changes                                   X
             Recommend participants                                             X             X
             Approve participation                                 X


During Plan Year
             Evaluate performance compared to plans                             X             X
             Correction and feedback                                                          X


End of Plan Year
             Determine if earnings justify bonus                   X            X
             Decide to exclude extraordinary
               occurrences                                         X            X
             Calculate bonus pool                                                             X
             Calculate individual awards                                                      X
             Approve awards                                        X            X

</TABLE>
 
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                                                                       EXHIBIT 2

                             CALIFORNIA BANCSHARES, INC.
                             MANAGEMENT INCENTIVE PROGRAM



CALCULATION OF BONUS POOL

1.  A subsidiary's bonus pool will be nor more thatn 10% of pretax income
    before incentive compensation accrual.

2.  CBI and subsidiaries' bonus pool will be nomore than 12% of pretax income
    before total incentive compensation accrual.

    If a subsidiary bonus exceeds calculation 1, or if the company-wide bonuses
    exceed calculation 2, bonuses will be scaled back proportionally.



CALCULATION OF RETURN ON ASSETS (ROA) GOALS

ROA will be based on the following:


                             Minimum -               .85
                             Target -               1.15
                             Maximum -              1.50