<PAGE>



                                 EMPLOYMENT AGREEMENT


       THIS EMPLOYMENT AGREEMENT (the "Agreement") is made effective as of
November 18, 1995, by and between CALIFORNIA BANCSHARES, INC., a Delaware
corporation and a bank holding company, as that term is defined in 12 U.S.C.
Section 1841 (hereinafter referred to as "Employer"), and JOSEPH P. COLMERY
(hereinafter referred to as "Employee").

       This Agreement supersedes the Employment Agreement effective as of
December 1, 1993, by and between Employer and Employee (hereinafter referred to
as the "Previous Employment Agreement").  The Previous Employment Agreement is
hereby terminated and shall be of no further force or effect; provided that the
obligations and liabilities of each party thereto arising prior to such
termination, and each party's rights with regard thereto, shall not be affected
by such termination.

       Employee, being willing to be employed by Employer as President and
Chief Executive Officer, and Employer, being willing to employ Employee in such
capacity, all on the terms, covenants, and conditions hereinafter set forth, it
is agreed as follows:

       1.     POSITION:  Employee is hereby employed as President and Chief
Executive Officer of Employer.

       2.     TERM:  The term of this Agreement will commence on November 18,
1995, and will continue through December 31, 1999 (the "Employment Term");
subject, however, to prior termination as hereinafter set forth in this
Agreement.

       3.     EMPLOYEE DUTIES AND REPORTING:  Employee is hereby vested with
such powers and duties as are designated by the Bylaws of Employer, by the Board
of Directors of Employer (the "Board"), or by any duly authorized Committee of
the Board.  Subject to the control of the Board, Employee shall have general
executive supervision of the business and affairs of Employer and shall be
senior in rank to all officers of Employer.  Employee shall have authority to
sign contracts, bills, notes, drafts, and other obligations of Employer, as
granted to the president by the Bylaws or the Board, and in accordance with
appropriate governmental regulations.  Employee shall regularly meet and confer
with the Chairman of the Board concerning key management decisions, including
any decisions requiring Board approval, such as acquisitions and divestitures of
banking and non-banking subsidiaries, the establishment of branches or de novo
banks, or the termination of any Executive Vice President of Employer or any
President of a subsidiary bank of Employer.

       4.     EXTENT OF SERVICES:  Employee shall devote his full time,
attention, and energies to the business of Employer, and shall not during the
Employment Term or any extension thereof


                                          1

<PAGE>

engage in any other business activities, except personal investments, without
the prior written consent of Employer.

       5.     COMPENSATION:  Employee's salary shall be $200,000 for each year
of the Employment Term, prorated for any partial year in which this Agreement is
in effect.  Said salary shall be payable in accordance with Employer's normal
payroll period.  Employee's salary shall be reviewed annually by the Board and
may be increased as the Board, in its sole discretion, shall determine.

       6.     BONUS:  Employer agrees to pay Employee bonuses in the calendar
year 1995 and in each calendar year thereafter during the term of this
Agreement, which bonus shall be determined as follows:

              a.   If Employer's return on average assets is .75% or greater,
the bonus payable to Employee shall be a percentage of CBI's pretax profits as
follows:

       If return on average                 Bonus (as a percentage of
       assets of Employer is:               CBI pretax profits) shall be:


              .75%                                    1.50%

              b.   For every one-hundredths of one percentage point increase in
CBI's return on average assets above .75%, the bonus payable to Employee shall
be increased by one-hundredth of one percent.  Examples of the foregoing are as
follows:

       If return on average assets is .76%, the bonus as a percentage of CBI
       pretax profits will be 1.51%.  If the return on average assets is .95%,
       the bonus as a percentage of CBI pretax profits will be 1.70%.
       Notwithstanding the foregoing, regardless what the return on average
       assets of Employer may be, the maximum bonus payable as a percentage of
       pretax profits shall in no event exceed 2.50% and further, the dollar
       amount of any such bonus shall not exceed the dollar limit hereinafter
       set forth in this paragraph.

Said bonus shall be calculated for each calendar year in which Employee is
employed and this Agreement is in effect and shall be due and payable annually
within thirty (30) days following receipt by Employer of its audited fiscal year
consolidated financial statements from Employer's independent public
accountants.  Bonus payments are earned, and entitlement to them arises, only at
the end of the relevant fiscal year; provided, however, that if this Agreement
is terminated during the Employment Term or any extension thereof, for any
reason other than as provided in Section 8(b) herein, including, without
limitation, the death or disability of Employee, Employee's termination by
Employer without cause as provided in Section 8(a), early termination by
Employee as provided in Section 8(c), or termination occurring as a result of a
Change of Control


                                          2

<PAGE>

as provided in Section 8(f), Employer shall partially vest the bonus and
Employee shall receive a percentage of the bonus that would have been payable at
the end of the then-current fiscal year, such percentage to be prorated based on
the number of days from January 1 of the calendar year until the date of
termination divided by 365.  The foregoing payment shall be in addition to any
other sums that may be payable to Employee, as provided in Section 8 hereof.  In
the event Employee's employment is terminated prior to the end of a fiscal year
pursuant to Section 8(b), Employee shall have no right to receive any bonus
whatsoever with regard to such fiscal year.  Any pro rata bonus shall be due and
payable on the same terms as the end-of-year bonus described in this Section 6.
No bonus shall exceed $600,000 during any fiscal year.  Notwithstanding anything
hereinabove provided to the contrary, the Board of Directors, in its sole
discretion, may elect to pay up to 50 percent of the bonus contemplated by this
paragraph in restricted common stock of California Bancshares, Inc., a Delaware
corporation.  To the extent restricted common stock is issued to Employee, the
removal of the restriction on said common stock shall occur 24 months after the
date of issuance of the restricted common stock, except that said restriction
shall be removed upon the termination of Employee's employment if said
termination occurs as a result of the facts or events described in Section 8(a)
of this Agreement, early termination without cause, because of the disability or
death of Employee (Sections 8(d) and (e)), or if said termination occurs as a
result of a Change of Control (Section 8(f)).

       7.     OTHER EMPLOYEE BENEFITS:  In addition to the base compensation
and bonus to be paid to Employee, as provided above, Employee shall be entitled
to participate in any and all pension plans, profit sharing plans, retirement
programs, life insurance programs, health insurance programs, and any other
employee benefit programs (excepting any incentive compensation plans) which
Employer, from time to time, shall offer generally to its executive officers. In
addition, Employee shall receive the following specific benefits:

              a.   AUTOMOBILE:  Employer shall provide Employee with an
automobile of the make and model to be mutually agreed upon by Employer and
Employee.  Employer shall pay all costs and expenses, including insurance
premiums incurred in connection with the operation of said automobile.

              b.   INSURANCE:  Employer shall provide Employee, at Employer's
sole cost and expense, Term Life and Accidental Death Insurance in the amount of
$500,000.  Employee shall have the right, in Employee's sole discretion, to
determine ownership and beneficial interests in such life insurance policy.
Employer shall provide Employee, at Employer's sole cost and expense, disability
insurance coverage under Employer's existing long-term disability insurance
policies and, in addition, Employer shall provide Employee with a supplemental
policy so that the total benefit in the event of Employee's disability shall
equal 70% of the salary payable to Employee as set forth in paragraph 5 hereof.
Employer shall also provide Employee, at Employer's expense, with such medical,
optical, dental, and hospitalization insurance for Employee and his family, as
is provided generally by Employer to all executive officers of Employer,
pursuant to Employer's personnel policies as such policies may be in effect on
the date of this Agreement and as amended from time to time thereafter.


                                          3

<PAGE>

              c.   VACATION:  Employee shall receive four weeks paid vacation
per year, all of which must be taken at such time or times as are mutually
agreed upon by Employee and the Board.  Employee must take a minimum of two
weeks vacation per year.  In the event that Employee does not take four weeks
paid vacation annually, his unused vacation time shall be carried over to the
following year.  Any vacation time accrued by Employee in excess of eight weeks
shall be forfeited without compensation.

              d.   CLUB EXPENSES:  Employer shall reimburse Employee for all of
Employee's monthly membership dues during the term of this Agreement in
connection with Employee's membership in a country club or health and athletic
club.  The beneficial ownership of Employee's membership in such club shall be
exclusively that of Employee.  It is understood and agreed that any and all
appreciation in the value of such membership shall inure exclusively to the
benefit of Employee.

              e.   GENERAL EXPENSE:  In addition to the foregoing, Employer
shall, upon submission and approval of written statements and bills in
accordance with the then regular procedures of Employer relative to its
executive officers, pay or reimburse Employee for any and all necessary,
customary, and usual expenses incurred by Employee while traveling for or on 
behalf of Employer, and any and all other necessary, customary, or usual 
expenses (including, without limitation, gifts and entertainment) incurred by 
Employee for or on behalf of Employer in the normal course of business, as 
determined to be appropriate by Employer. The expenses of Employee's wife 
shall also be reimbursed by Employer when such expenses are approved in 
advance by the Board.

              f.   ANNUAL PHYSICAL:  Employee shall undergo a general physical
examination annually throughout the duration of this Agreement and shall
authorize and direct the examining physician to deliver to the Board, at
Employer's expense,  a written report of the results of such examination.  If
the cost of such physical examination is not covered by health or medical
benefits or insurance provided to Employee by Employer, Employer shall pay or
reimburse Employee for the cost of such physical examination.

       8.     TERMINATION:   This Agreement may be terminated during the
Employment Term in accordance with Sections 8(a) through 8(f).  In the event of
such termination, Employee shall be released from all obligations under this
Agreement, except that Employee shall remain subject to Sections 9, 10, 11,
13(d), 13(i), and 13(j), and Employer shall be released from all obligations
under this Agreement, except as otherwise provided in this section and Sections
13(e), 13(i) and 13(j).

              a.   EARLY TERMINATION BY EMPLOYER WITHOUT CAUSE:  This Agreement
and the employment of Employee by Employer may be terminated (i) by the mutual
consent of the parties hereto, or (ii) by the Board upon a determination by a
majority of the Board the Employee has failed to properly perform his duties as
President of Employer, or failed to abide by all of the terms and conditions of
this Agreement.  It is the intent of the parties hereto that Employee's


                                          4

<PAGE>

tenure as President of Employer shall continue for the term of this Agreement
and shall only be terminated for a material breach of the terms and conditions
of this Agreement.  If Employee's employment is terminated during the term of
this Agreement as hereinabove provided, under circumstances which do not involve
acts of moral turpitude on the part of Employee or result from the willful
violation of the terms and conditions of this Agreement, Employer agrees to pay
Employee severance pay, in addition to all other payments due pursuant to this
Agreement, in an amount equal to his then annual compensation at the time of
termination of his employment as provided in paragraph 5 and paragraph 6, which
severance pay shall be paid to him in twelve (12) equal monthly installments,
commencing on the first day of the month following the date of termination of
his employment and continuing thereafter on the first day of each month until
the agreed upon severance pay is paid in full.  For the purposes of the
severance payments herein provided, Employee's compensation shall be deemed to
include not only the annual or monthly compensation provided by the terms and
conditions of this Agreement, but it shall also include an amount equal to the
average of bonuses paid to Employee pursuant to any bonus compensation described
in Section 6 during the three (3) years prior to the termination of his
employment, plus an amount equal to the contributions made by Employer in the
last year prior to Employee's termination to Employer's profit sharing plan,
401K plan, or any other employee benefit plan.  In addition, all options to
purchase Employer's Common Stock shall vest immediately, and all restrictions on
Restricted Stock previously issued to Employee shall be removed.  Such salary
and benefits shall constitute liquidated damages in lieu of any and all claims
by Employee against Employer, and shall be in full and complete satisfaction of
any and all rights which Employee may enjoy hereunder.  Notwithstanding anything
contained in this Agreement to the contrary and, in particular, in this Section
8, including, without limitation, the events or facts described in Sections
8(a), (b), (c), (d), (e), and (f) of this Agreement, Employee shall be entitled
to the entire amount of any deferred compensation without deduction or offset of
any kind to which Employee may be entitled, pursuant to the Deferred
Compensation Plan heretofore adopted by Employer.

              b.   EARLY TERMINATION BY EMPLOYER FOR CAUSE:  This Agreement may
be terminated for cause by Employer upon written notice to Employee, and
Employee shall not be entitled to receive any compensation or other benefits for
any period after termination for cause.  For the purposes of this Agreement,
"cause" shall mean:

                   (1)  The willful and continued failure of Employee to
perform substantially Employee's duties with Employer or one of its affiliates
(other than any such failure resulting from incapacity due to physical or mental
illness), after a written demand for substantial performance is delivered to
Employee by the Board which specifically identifies the manner in which the
Board believes that Employee has not substantially performed Employee's duties;
or

                   (2)  Employee engages in dishonest conduct detrimental to
the best interests of Employer, illegal conduct, fraudulent acts, or willful
misconduct which is materially and demonstrably injurious to Employer.


                                          5

<PAGE>


              For purposes of this provision, no act or failure to act on the
part of Employee shall be considered "willful" unless it is done, or omitted to
be done, by Employee in bad faith or without reasonable belief that Employee's
action or omission was in the best interests of Employer.  Any act, or failure
to act, based upon authority given pursuant to a resolution duly adopted by the
Board or based upon the advice of counsel for Employer, shall be conclusively
presumed to be done, or omitted to be done, by Employee in good faith and in the
best interests of Employer.  The cessation of employment of Employee shall not
be deemed to be for cause unless and until there shall have been delivered to
Employee a copy of a resolution duly adopted by the affirmative vote of not less
than a majority of the Board at a meeting of the Board called and held for such
purpose (after reasonable notice is provided to Employee and Employee is given
an opportunity, together with counsel, to be heard before the Board), finding
that, in the good faith opinion of the Board, Employee is guilty of the conduct
described in subparagraph (i) or (ii) above, and specifying the particulars
thereof in detail.

              c.   EARLY TERMINATION BY EMPLOYEE: This Agreement may be
terminated by Employee upon ninety (90) days' written notice to Employer.

              d.   EARLY TERMINATION UPON DISABILITY: If Employee becomes
disabled during any Employment Term because of physical or mental disability so
that he is unable to perform his duties hereunder, Employer may, at its option,
terminate this Agreement.  Employee shall be entitled to the salary as provided
in Section 5 of this Agreement for a period not to exceed ninety (90) days from
the date of employee's first absence due to disability, plus pro rata bonus as
described in Section 6 hereof and accrued but unused vacation leave.  Employee's
salary in the event of disability and termination therefor shall be offset by
any payments received by Employee as a result of the disability insurance policy
purchased by Employer for Employee as described in Section 7(b) hereof. All 
other benefits provided for under this Agreement shall cease as of the date of
termination.  For purposes of this Agreement only, physical or mental disability
shall mean the inability of Employee to fully perform under this Agreement for a
continuous period of ninety (90) days, as determined in the case of physical
disability by a physician, or in the case of mental disability by a
psychiatrist, both of whom must be licensed to practice medicine in California.
Such physicians shall be selected by Employer.  Recurrent disabilities will be
treated as separate disabilities if they result from unrelated causes or if they
result from the same or related cause or causes and are separated by a
continuous period of at least six (6) full months during which time Employee was
able to perform his duties hereunder equal to at least eighty percent (80%) of
his capacity prior to disability, Otherwise, recurrent disabilities will be
treated as a continuation of previous disabilities for the purpose of
determining the limitations established in this paragraph.

              e.   DEATH DURING EMPLOYMENT: If Employee dies during any
Employment Term, this Agreement shall terminate on such death and Employer shall
pay to the estate of Employee only the salary which would otherwise be payable
to Employee as described in Section 5 hereof for a period of ninety (90) days
from the date of death; provided, however, that if Employee dies during
negotiations which eventually lead to a transfer of control of the stock of
Employer or a sale of substantially all of the assets of Employer, as described
in Section 8(f)


                                          6

<PAGE>

hereof, all options granted to Employee shall vest immediately and be
exercisable by Employee's estate, in accordance with Employer's stock option
plan.

              f.   CHANGE OF CONTROL: Notwithstanding anything hereinabove
provided to the contrary, should, on or after the date hereof, a person, firm,
or corporation ("Acquiror") obtain control of Employer, by or through the
acquisition of the common stock of Employer, so that said person, firm or
corporation has the power to appoint or elect a majority of the members of the
Board ("Change of Control"), the Change of Control in and of itself shall be
deemed to have terminated Employees' employment and, on the effective date of
Change of Control, there shall be paid to Employee in one lump sum the
following:

                   (1)  An amount equal to the compensation required by the
terms and conditions of this Agreement for the remaining term of this Agreement,
but in any event an amount equal to not less than Employee's then monthly
compensation on the date of termination for a period of thirty-six (36) months
from the effective date of the acquisition of control of Employer by Acquiror,
together with any partial bonus payment due in accordance with Section 6 
hereof. For the purposes of the payments herein provided, Employee's 
compensation shall be deemed to include not only the annual 
compensation provided by the terms and conditions of this Agreement,
but it shall also include an amount equal to the average of bonuses paid 
to Employee pursuant to any bonus compensation as provided in Section 6 
during the three (3) years prior to the termination of his employment, 
plus an amount equal to the contribution made by Employer in the
last year prior to termination to Employer's profit sharing plan, 401K plan, or
any other employee benefit plan.  Employee shall be entitled to the entire
amount of any deferred compensation without deduction or offset of any kind to
which Employee may be entitled, pursuant to the Deferred Compensation Plan
heretofore adopted by Employer.

                   (2)  Employer shall, during the three-year period following
the effective date of the acquisition of control of Employer by Acquiror,
maintain all policies of life insurance insuring Employee's life as provided in
this Agreement, and all health insurance policies insuring Employee and members
of his family, as required by this Agreement.

              The Board has determined that it is in the best interests of
Employer and its shareholders to assure that Employer will have the continued
dedication of Employee, notwithstanding the possibility, threat, or occurrence
of a Change of Control of Employer.  The Board believes it is imperative to
diminish the inevitable distraction of Employee by virtue of the personal
uncertainties and risks created by a pending or threatened Change of Control and
to encourage Employee's full attention and dedication to Employer currently and
in the event of any threatened or pending Change of Control, and to provide
Employee with compensation and benefit arrangements upon a Change of Control
which ensure that the compensation and benefit expectations of Employee will be
satisfied and which are competitive with those of other corporations.  
Therefore, in order to accomplish these objectives, the Board has
caused Employer to enter into this Agreement.


                                          7

<PAGE>

              Anything in this Agreement to the contrary notwithstanding, if a
Change of Control occurs and if Employee's employment with Employer is
terminated prior to the date on which the Change of Control occurs, and if it is
reasonably demonstrated by Employee that such termination of employment (1) was
at the request of a third party who has taken steps reasonably calculated to
effect a Change of Control, or (2) otherwise arose in connection with or in
anticipation of a Change of Control, then for all purposes of this Agreement,
the effective date of the acquisition of control of Employer by Acquiror shall
mean the date immediately prior to the date that Employee was in fact
terminated, and Employee shall be compensated as provided in this Agreement as
if his employment was terminated as a result of a Change of Control.

         9.   PRINTED MATERIAL: All written or printed materials used by
Employee in performing duties for Employer are and shall remain the property of
Employer Upon termination of employment, Employee shall promptly return such
written or printed materials to Employer.

         10.  DISCLOSURE OF INFORMATION: Employee shall not, either before or
after termination of this Agreement, disclose to anyone any confidential
information relating to Employer or any affiliate of Employer or any financial
information, trade secrets, or know-how germane to the business and operations
of Employer or any affiliate of Employer.  Employee recognizes and acknowledges
that any financial information concerning any of Employer's customers, as it may
exist from time to time, is strictly confidential and is a valuable, special,
and unique asset of the business of Employer.  Nothing herein shall be deemed to
prohibit Employee from performing services for another financial institution
following the termination of this Agreement or termination of Employee's
employment following a Change of Control.

         11.  NONCOMPETITION BY EMPLOYEE: So long as Employee is employed by
Employer, pursuant to this Agreement.  Employee shall not, directly or
indirectly, either as an employee, employer, consultant, agent, principal,
partner, stockholder, corporate officer, director, or in any other individual or
representative capacity, engage or participate in any competing business with
Employer or any of its affiliates or subsidiaries; provided, however, Employee
shall not be restricted by this section from owning securities of corporations
listed on a national securities exchange or regularly traded by national
securities dealers so long as (except with respect to Employee's ownership of
securities of Employer or any successor in interest of Employer) such investment
does not exceed one percent (1%) of the market value of the outstanding
securities of such corporation.  Nothing herein contained shall be deemed to
prohibit Employee from obtaining employment with another financial institution
and performing services for such financial institution following the date of
Employee's termination of employment with Employer.

         12.  FIDELITY BOND: Employee agrees that he will furnish all
information and take any steps necessary to enable Employer or any of its
affiliates or subsidiaries to obtain or maintain fidelity bond coverage
conditional on the rendering of a true account by Employee of all monies, goods,
or other property which may come into the custody, charge, or possession of
Employee during the term of his employment.  The fidelity company issuing the
fidelity bond and the amount of any such bond or bonds must be acceptable to
Employer.  All premiums on the bond(s) are to


                                          8

<PAGE>

be paid by Employer.  If Employee cannot qualify for a fidelity bond at any time
during the term of this Agreement, Employer shall have the option to terminate
this Agreement immediately and said termination shall be deemed to be a
termination "for cause" pursuant to Paragraph 8(b) hereof.

         13.  GENERAL: This Agreement is further governed by the following
provisions:

              a.   ENTIRE AGREEMENT: This Agreement supersedes any and all
other agreements, either oral or in writing, among the parties hereto with
respect to the employment of Employee by Employer and contains all of the
covenants and agreements among the parties with respect to such employment.  Any
modification, waiver, or amendment of this Agreement will be effective only if
it is in writing and signed by the party to be charged.

              b.   WAIVER: Any waiver by any party of a breach of any provision
of this Agreement shall not operate as or be construed to be a waiver of any
other breach of such provision or of any breach of any other provision of this
Agreement.  The failure of a party to insist upon strict adherence to any term
of this Agreement on one or more occasions shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement.

              c.   CHOICE OF LAW: This Agreement shall be governed by and
construed in accordance with the laws of the State of California.

              d.   BINDING EFFECT OF AGREEMENT: This Agreement shall inure to
the benefit of and be binding upon Employer, its successors and assigns,
including, without limitation, any person, partnership, corporation, or other
business entity which may acquire all or substantially all of Employer's assets
and business, or with or into which Employer may be consolidated, merged, or
otherwise reorganized, and this provision shall apply in the event of any
subsequent merger, consolidation, reorganization, or transfer.  The provisions
of this Agreement shall be binding upon and inure to the benefit of Employee and
his heirs and personal representatives, The rights and obligations of Employee
under this Agreement shall not be transferable by assignment or otherwise, such
rights shall not be subject to commutation, encumbrance, or the claims of
Employee's creditors, and any attempt to do any of the foregoing shall be void.

              e.   INDEMNIFICATION: Employer shall indemnify Employee to the
maximum extent permitted under the Bylaws of Employer and the Delaware
Corporation Law.  If available at reasonable rates as determined in the sole
discretion of the Board, Employer shall endeavor to apply for and obtain
Directors and Officers Liability Insurance to indemnify and insure Employer and
Employee from and against liability or loss arising out of Employee's actual or
asserted malfeasance or nonfeasance in the good faith performance of his duties
or arising out of any actual or asserted wrongful act by Employee or Employer,
including, but not limited to, judgments, fines, settlements, and expenses
incurred in the defense of actions, proceedings, and appeals


                                          9

<PAGE>

therefrom.  The provisions of this paragraph shall inure to the benefit of
Employee's estate, executor, administrator, heirs, legatees, or devisees.

              f.   SEVERABILITY: In the event that any term or condition
contained in this Agreement shall, for any reason, be held by a court of
competent jurisdiction to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect any other term
or condition of this Agreement, but this Agreement shall be construed as if such
invalid or illegal or unenforceable term or condition had never been contained
herein.

              g.   HEADINGS: The headings in this Agreement are solely for
reference and shall be given no effect in the construction or interpretation of
this Agreement.

              h.   NOTICES: Any notices to be given hereunder by any party to
another party must be in writing and may be effected either by personal delivery
or by mail, registered or certified, postage prepaid, with return receipt
requested.  Mailed notices shall be addressed to the parties at the addresses
indicated at the end of this Agreement, but each party may change his or its
address by written notice in accordance with this paragraph, Notices delivered
personally shall be deemed communicated as of actual receipt; mailed notices
shall be deemed communicated as of three (3) days after mailing.

              i.   ARBITRATION:.  Any controversy or claim arising out of or
relating to this Agreement, or any alleged breach of this Agreement, shall be
settled by arbitration in accordance with the Commercial Arbitration Rules of
the American Arbitration Association, and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction.  There shall be
three arbitrators who shall be selected in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, Each party shall pay
the fees of his or its own attorneys, the expenses of his or its witnesses, and
all other expenses connected with presenting his or its case. Other costs of the
arbitration, including the cost of any record or transcripts of the arbitration,
administrative fees, and the fees of the three arbitrators, and all other fees
and costs, shall be borne equally by the parties.

              j.   ATTORNEYS' FEES AND COSTS: In no event shall Employee be
obligated to seek other employment or to take any other action by way of
mitigation of the amounts payable to Employee under any of the provisions of
this Agreement, and such amounts shall not be reduced whether or not Employee
obtains other employment.  In the event of any dispute, arbitration, or
litigation between Employer and Employee regarding the payment of any sum of
money to Employee in accordance with the terms of this Agreement or concerning
the validity or enforceability of or liability of any party under the provisions
of this Agreement, the prevailing party shall be entitled to recover all of its
reasonable attorneys' fees, costs, and expenses, together


                                          10

<PAGE>

with interest on the principal amount due, or on any judgment, as provided by
the laws of the State of California.

    Executed as of this__________day of________________1995.

                                  EMPLOYER:
                                  CALIFORNIA BANCSHARES, INC., a Delaware
                                  corporation 100 Park Place, Suite 140
                                  San Ramon, CA 94583

                             BY   /s/Donald J. Gehb
                                   --------------------------------
                                  DONALD J.GEHB
                                  Chairman of the Board

                                  EMPLOYEE:

                                  /s/Joseph P. Colmery
                                  --------------------------------
                                  JOSEPH P. COLMERY
                                  170 Alamo Hills Court
                                  Alamo, CA 94507


                                          11