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                          AMENDMENT TO EMPLOYMENT AGREEMENT



     THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made effective as
of December 22, 1995, by and between CALIFORNIA BANCSHARES, INC., a Delaware
corporation, a Bank Holding Company as that term is defined in 12 U.S.C. Section
1841 ("Employer"), and DONALD J. GEHB ("Employee").

     Employee and Employer entered into a written agreement effective July 21,
1993 (the "Agreement"), pursuant to which Employer employed Employee as Chairman
of the Board for a term commencing on July 21, 1993, and continuing until
December 31, 1997.

     The parties hereto intend to amend said Agreement by deleting paragraphs
4.d. and 5.d. and substituting new paragraphs 4.d. and 5.d., which shall contain
the following terms and conditions:

         4.   EXTENT OF SERVICES.

              d.   During the calendar year 1996, Employee shall devote one-
     fourth of his time to the management and direction of the affairs of
     Employer.  During the calendar year 1997, Employee shall act only as a
     consultant to Employer and shall be on call to meet and confer with the
     Chief Executive Officer of Employer, the Board of Directors of Employer,
     and the senior management of Employer regarding the management and
     direction of the affairs of Employer and its subsidiaries; provided,
     however, that as such consultant, Employee shall not be required to devote
     more than 20 hours per month in acting as a consultant for Employer. 
     Notwithstanding the foregoing, Employee shall not engage in any other
     employment or activity without the prior written consent of the Board of
     Directors of Employer, with the exception of the activities permitted as
     provided in paragraph 4.a. of this Agreement.

         5.   COMPENSATION.

              d.   During the calendar year 1996, Employee shall be paid an 
     annual salary of One Hundred Thousand Dollars ($100,000), which
     compensation shall be paid to Employee in equal monthly installments
     commencing on the first day of January 1996 and continuing thereafter on
     the first day of each and every month up to and including December 1,
     1996.  Commencing January 1, 1997, Employee shall be paid an annual salary
     of Sixty Thousand Dollars ($60,000), which compensation shall be paid to
     Employee in equal monthly

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     installments commencing on the first day of January 1997 and continuing
     thereafter on the first day of each and every month, up to and including
     December 1, 1997.

     Except as modified by this Amendment, the parties hereto reaffirm all of
the terms and conditions of the Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment on     
      12/22    , 1995.
     ---------


EMPLOYER:                              EMPLOYEE:

CALIFORNIA BANCSHARES, INC.,
a Delaware corporation                 /s/ Donald J. Gehb
                                       -------------------------------
                                       DONALD J. GEHB

By  /s/ J. Colmery
    --------------------------------
    JOSEPH P. COLMERY
    President and Chief
    Executive Officer


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