exv10w23



 





EXHIBIT 10.23




CVB Financial Corp.

Deferred Compensation Plan for

Christopher D. Myers




Effective January 1, 2007














 









CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers




TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE 1
	 	Definitions	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE 2
	 	Selection, Enrollment, Eligibility	 	 	5	 
	 
	 	 	 	 	 	 
	2.1
	 	Selection by Committee	 	 	 	 
	2.2
	 	Enrollment and Eligibility Requirements; Commencement of Participation	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE 3
	 	Deferral Commitments/Company
Contribution Amounts/Vesting/Crediting/Taxes	 	 	5	 
	 
	 	 	 	 	 	 
	3.1
	 	Minimum Deferrals	 	 	5	 
	3.2
	 	Maximum Deferral	 	 	6	 
	3.3
	 	Election to Defer; Effect of Election Form	 	 	6	 
	3.4
	 	Withholding and Crediting of Annual Deferral Amounts	 	 	7	 
	3.5
	 	Company Contribution Amount	 	 	7	 
	3.6
	 	Crediting of Amounts after Benefit Distribution	 	 	7	 
	3.7
	 	Vesting	 	 	8	 
	3.8
	 	Crediting/Debiting of Account Balances	 	 	8	 
	3.9
	 	FICA and Other Taxes	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE 4
	 	Scheduled Distribution; Unforeseeable Emergencies	 	 	10	 
	 
	 	 	 	 	 	 
	4.1
	 	Scheduled Distribution	 	 	10	 
	4.2
	 	Postponing Scheduled Distributions	 	 	11	 
	4.3
	 	Other Benefits Take Precedence Over Scheduled Distributions	 	 	11	 
	4.4
	 	Unforeseeable Emergencies	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE 5
	 	Retirement Benefit	 	 	12	 
	 
	 	 	 	 	 	 
	5.1
	 	Retirement Benefit	 	 	12	 
	5.2
	 	Payment of Retirement Benefit	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE 6
	 	Termination Benefit	 	 	13	 
	 
	 	 	 	 	 	 
	6.1
	 	Termination Benefit	 	 	13	 
	6.2
	 	Payment of Termination Benefit	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE 7
	 	Death Benefit	 	 	13	 
	 
	 	 	 	 	 	 
	7.1
	 	Death Benefit	 	 	13	 
	7.2
	 	Payment of Death Benefit	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE 8
	 	Beneficiary Designation	 	 	14	 






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CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers






	 	 	 	 	 	 	 
	 	 	 	 	Page
	8.1
	 	Beneficiary	 	 	14	 
	8.2
	 	Beneficiary Designation; Change; Spousal Consent	 	 	14	 
	8.3
	 	Acknowledgement	 	 	14	 
	8.4
	 	No Beneficiary Designation	 	 	14	 
	8.5
	 	Doubt as to Beneficiary	 	 	14	 
	8.6
	 	Discharge of Obligations	 	 	14	 
	 
	 	 	 	 	 	 
	ARTICLE 9
	 	Leave of Absence	 	 	15	 
	 
	 	 	 	 	 	 
	9.1
	 	Paid Leave of Absence	 	 	15	 
	9.2
	 	Unpaid Leave of Absence	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE 10
	 	Termination of Plan, Amendment or Modification	 	 	15	 
	 
	 	 	 	 	 	 
	10.1
	 	Termination of Plan	 	 	15	 
	10.2
	 	Amendment	 	 	16	 
	10.3
	 	Plan Agreement	 	 	 	 
	10.4
	 	Effect of Payment	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE 11
	 	Administration	 	 	16	 
	 
	 	 	 	 	 	 
	11.1
	 	Committee Duties	 	 	17	 
	11.2
	 	Administration Upon Change In Control	 	 	17	 
	11.3
	 	Agents	 	 	17	 
	11.4
	 	Binding Effect of Decisions	 	 	17	 
	11.5
	 	Indemnity of Committee	 	 	17	 
	11.6
	 	Employer Information	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE 12
	 	Other Benefits and Agreements	 	 	17	 
	 
	 	 	 	 	 	 
	12.1
	 	Coordination with Other Benefits	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE 13
	 	Claims Procedures	 	 	18	 
	 
	 	 	 	 	 	 
	13.1
	 	Presentation of Claim	 	 	18	 
	13.2
	 	Notification of Decision	 	 	18	 
	13.3
	 	Review of a Denied Claim	 	 	18	 
	13.4
	 	Decision on Review	 	 	19	 
	13.5
	 	Legal Action	 	 	19	 
	 
	 	 	 	 	 	 
	ARTICLE 14
	 	Trust	 	 	19	 
	 
	 	 	 	 	 	 
	14.1
	 	Establishment of the Trust	 	 	19	 
	14.2
	 	Interrelationship of the Plan and the Trust	 	 	19	 
	14.3
	 	Distributions From the Trust	 	 	20	 






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CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers






	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE 15
	 	Miscellaneous	 	 	20	 
	 
	 	 	 	 	 	 
	15.1
	 	Status of Plan	 	 	20	 
	15.2
	 	Unsecured General Creditor	 	 	20	 
	15.3
	 	Employer’s Liability	 	 	20	 
	15.4
	 	Nonassignability	 	 	20	 
	15.5
	 	Not a Contract of Employment	 	 	20	 
	15.6
	 	Furnishing Information	 	 	21	 
	15.7
	 	Terms	 	 	21	 
	15.8
	 	Captions	 	 	21	 
	15.9
	 	Governing Law	 	 	21	 
	15.10
	 	Notice	 	 	21	 
	15.11
	 	Successors	 	 	21	 
	15.12
	 	Spouse’s Interest	 	 	21	 
	15.13
	 	Validity	 	 	22	 
	15.14
	 	Incompetent	 	 	22	 
	15.15
	 	Court Order	 	 	22	 
	15.16
	 	Distribution in the Event of Income Inclusion Under 409A	 	 	22	 
	15.17
	 	Deduction Limitation on Benefit Payments	 	 	22	 
	15.18
	 	Insurance	 	 	23	 






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CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers





CVB FINANCIAL CORP.

DEFERRED COMPENSATION PLAN FOR

CHRISTOPHER D. MYERS

Effective January 1, 2007




Purpose




     The purpose of this Plan is for CVB Financial Corp., a California corporation (the”Company”)
to provide specified benefits to Christopher D. Myers (the “Participant”). This Plan shall be
unfunded for tax purposes and for purposes of Title I of ERISA.



     This Plan is intended to comply with all applicable law, including Code Section 409A and
related Treasury guidance and Regulations, and shall be operated and interpreted in accordance with
this intention.



ARTICLE 1

Definitions




     For the purposes of this Plan, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the following indicated meanings:




	1.1	 	“Account Balance” shall mean, with respect to the Participant, an entry on the records of the
Company equal to the sum of (i) the Deferral Account balance, and (ii) the Company
Contribution Account balance. The Account Balance shall be a bookkeeping entry only and shall
be utilized solely as a device for the measurement and determination of the amounts to be paid
to the Participant, or his designated Beneficiary, pursuant to this Plan.
	 
	1.2	 	“Annual Deferral Amount” shall mean that portion of the Participant’s Base Salary, Bonus that
the Participant defers in accordance with Article 3 for any one Plan Year, without regard to
whether such amounts are withheld and credited during such Plan Year. In the event of the
Participant’s Retirement, death or Termination of Employment prior to the end of a Plan Year,
such year’s Annual Deferral Amount shall be the actual amount withheld prior to such event.
	 
	1.3	 	“Annual Installment Method” shall be an annual installment payment over the number of years
selected by the Participant in accordance with this Plan, based on the Participant’s vested
Account Balance redetermined each year as follows: (i) for the first annual installment, the
Participant’s vested Account Balance shall be calculated as of the close of business on the
Participant’s Benefit Distribution Date, and (ii) for remaining annual installments, the
Participant’s vested Account Balance shall be calculated as of each anniversary of such
calculation date. Each annual installment shall be calculated by multiplying this vested
Account Balance by a fraction, the numerator of which is one and the denominator of which is
the remaining number of annual payments due the Participant. By way of example, if the
Participant elects a ten (10) year Annual Installment Method for the Retirement Benefit, the
first payment shall be 1/10 of the vested Account Balance, calculated as described in this
definition. The following year, the payment shall be 1/9 of the vested Account Balance,
calculated as described in this definition.




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CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers





	1.4	 	“Base Salary” shall mean the annual cash compensation relating to services performed during
any calendar year, excluding distributions from nonqualified deferred compensation plans,
bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive
payments, non-monetary awards, and other fees, and automobile and other allowances paid to the
Participant for employment services rendered (whether or not such allowances are included in
the Participant’s gross income). Base Salary shall be calculated before reduction for
compensation voluntarily deferred or contributed by the Participant pursuant to all qualified
or nonqualified plans of the Company and shall be calculated to include amounts not otherwise
included in the Participant’s gross income under Code Sections 125, 402(e)(3), 402(h), or
403(b) pursuant to plans established by the Company; provided, however, that all such amounts
will be included in compensation only to the extent that had there been no such plan, the
amount would have been payable in cash to the Participant.
	 
	1.5	 	“Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated
in accordance with Article 8, that are entitled to receive benefits under this Plan upon the
death of the Participant.
	 
	1.6	 	“Beneficiary Designation Form” shall mean the form established from time to time by the
Committee that the Participant completes, signs and returns to the Committee to designate one
or more Beneficiaries.
	 
	1.7	 	“Benefit Distribution Date” shall mean the date that triggers distribution of the
Participant’s vested Account Balance. The Participant’s Benefit Distribution Date shall be
determined upon the occurrence of any one of the following:






	 	(a)	 	If the Participant Retires, his Benefit Distribution Date shall be the day
after the last day of the six-month period immediately following the date on which the
Participant Retires; provided, however, in the event the Participant changes his
Retirement Benefit election in accordance with Section 5.2(b), his Benefit Distribution
Date shall be postponed in accordance with Section 5.2(b); or
	 
	 	(b)	 	If the Participant experiences a Termination of Employment, his Benefit
Distribution Date shall be the day after the last day of the six-month period
immediately following the date on which the Participant experiences a Termination of
Employment; or
	 
	 	(c)	 	The date on which the Committee is provided with proof that is satisfactory to
the Committee of the Participant’s death, if the Participant dies prior to the complete
distribution of his vested Account Balance.






	1.8	 	“Board” shall mean the board of directors of the Company.
	 
	1.9	 	“Bonus” shall mean any compensation, in addition to Base Salary, earned by the Participant
for services rendered during a Plan Year, under the Company’s annual bonus and cash incentive
plans or such other arrangement designated by the Committee.
	 
	1.10	 	“Bonus Rate” for any Plan Year shall mean an interest rate, stated as an annual rate, equal
to (i)




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CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers











	 	 	the sum of the Treasury Bond Rate and 2%, less (ii) the Fixed Rate; provided, however, that
if the result of such calculation is zero or less, the Bonus Rate for such applicable Plan
Year shall be zero.






	1.11	 	“Change in Control” shall mean any “change in control event” as defined in accordance with
Code Section 409A and related Treasury guidance and Regulations.
	 
	1.12	 	“Claimant” shall have the meaning set forth in Section 13.1.
	 
	1.13	 	“Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.
	 
	1.14	 	“Committee” shall mean the committee described in Article 11.
	 
	1.15	 	“Company” shall mean CVB Financial Corp., a California corporation, and any successor to all
or substantially all of the Company’s assets or business.
	 
	1.16	 	“Company Contribution Account” shall mean (i) the sum of the Participant’s Company
Contribution Amounts, plus (ii) amounts credited or debited to the Participant’s Company
Contribution Account in accordance with this Plan, less (iii) all distributions made to the
Participant or his Beneficiary pursuant to this Plan that relate to the Participant’s Company
Contribution Account.
	 
	1.17	 	“Company Contribution Amount” shall mean, for any one Plan Year, the amount determined in
accordance with Section 3.5.
	 
	1.18	 	“Crediting Rate” for any one Plan Year shall mean an interest rate, stated as an annual rate,
equal to the (i) Fixed Rate, plus (ii) the Bonus Rate, such interest rate to be compounded
annually.
	 
	1.19	 	“Death Benefit” shall mean the benefit set forth in Article 7.
	 
	1.20	 	“Deferral Account” shall mean (i) the sum of all of the Participant’s Annual Deferral
Amounts, plus (ii) amounts credited or debited to the Participant’s Deferral Account in
accordance with this Plan, less (iii) all distributions made to the Participant or his
Beneficiary pursuant to this Plan that relate to his Deferral Account.
	 
	1.21	 	“Disability” shall mean a medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less
than 12 months and which:






	 	(a)	 	Renders the Participant unable to engage in any substantial gainful activity;
or
	 
	 	(b)	 	Results in the Participant receiving income replacement benefits for a period
of not less than three (3) months under any policy of long-term disability insurance
maintained by the Company for the benefit of its employees.






     Whether or not the Participant meets either of the above conditions will be determined
by the Committee in its sole discretion.




	1.22	 	“Election Form” shall mean the form, which may be in electronic format, established from time




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CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers





	 	 	to time by the Committee that the Participant completes, signs and returns to the Committee to
make an election under the Plan.






	1.23	 	“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended
from time to time.






	1.24	 	“Fixed Rate” for any Plan Year shall mean an interest rate, stated as an annual rate, equal
to 6%.






	1.25	 	“Plan” shall mean the CVB Financial Corp. Deferred Compensation Plan evidenced by this
instrument.






	1.26	 	“Plan Year” shall mean a period beginning on January 1 of each calendar year and continuing
through December 31 of such calendar year.






	1.27	 	“Retirement”, “Retire(s)” or “Retired” shall mean the Participant’s separation from service
with the Company for any reason other than death, as determined in accordance with Code
Section 409A and related Treasury guidance and Regulations, on or after the earlier of the
attainment of (a) age sixty-five (65) or (b) age fifty-five (55) with five (5) Years of
Service. If the Participant is both an employee and a member of the Board, Retirement shall
not occur until he separates from service as both an employee and a member of the Board.





1.28 “Retirement Benefit” shall mean the benefit set forth in Article 5.



1.29 “Scheduled Distribution” shall mean the distribution set forth in Section 4.1.




	1.30	 	“Terminate the Plan”, “Termination of the Plan” shall mean a determination by the Board that
no new deferral elections for the Participant shall be permitted, and that the Participant
shall no longer be eligible to receive company contributions under this Plan.





1.31 “Termination Benefit” shall mean the benefit set forth in Article 6.




	1.32	 	“Termination of Employment” shall mean the separation from service with the Company,
voluntarily or involuntarily, for any reason other than Retirement or death, as determined in
accordance with Code Section 409A and related Treasury guidance and Regulations. If the
Participant is both an employee and a member of the Board, a Termination of Employment shall
occur only upon the termination of the last position held.






	1.33	 	“Treasury Bond Rate” for any one Plan Year shall mean an interest rate, stated as an annual
rate, equal to the average yield on United States Treasury Bonds, 10-year constant maturity,
as of the end of the day of the November Board Meeting that immediately precedes the Plan Year
for which the rate is to be used.






	1.34	 	“Trust” shall mean one or more trusts established by the Company in accordance with Article
14.






	1.35	 	“Unforeseeable Emergency” shall mean a severe financial hardship of the Participant or his
Beneficiary resulting from (i) an illness or accident of the Participant or Beneficiary, the




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CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers











	 	 	Participant’s or Beneficiary’s spouse, or the Participant’s or Beneficiary’s dependent (as
defined in Code Section 152(a)), (ii) a loss of the Participant’s or Beneficiary’s property
due to casualty, or (iii) such other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant or the Participant’s
Beneficiary, all as determined in the sole discretion of the Committee in a manner that is
consistent with Code Section 409A and related Treasury guidance and Regulations.






	1.36	 	“Years of Service” shall mean the total number of full years in which the Participant has
been employed by the Company. For purposes of this definition, a year of employment shall be
a 365 day period (or 366 day period in the case of a leap year) that, for the first year of
employment, commences on the Participant’s date of hiring and that, for any subsequent year,
commences on an anniversary of that hiring date.





ARTICLE 2

Enrollment





	2.1	 	Enrollment. The Participant shall complete, execute and return to the Committee an
Election Form and a Beneficiary Designation Form, prior to the first day of each Plan Year, or
such other earlier deadline as may be established by the Committee in its sole discretion. In
addition, the Committee shall establish from time to time such other enrollment requirements
as it determines, in its sole discretion, are necessary.





ARTICLE 3

Deferral Commitments/Company Contribution Amounts/

Vesting/Crediting/Taxes





	3.1	 	Minimum Deferrals. For each Plan Year, the Participant may elect to defer,
as his Annual Deferral Amount, Base Salary, Bonus in the following minimum amounts for each
deferral elected:





	 	 	 
	Deferral
	 	Minimum Amount
	 
	 	 
	Base Salary and/or Bonus
	 	$2,000 aggregate







     If the Committee determines, in its sole discretion, prior to the beginning of a
Plan Year that the Participant has made an election for less than the stated minimum
amounts, or if no election is made, the amount deferred shall be zero. If the
Committee determines, in its sole discretion, at any time after the beginning of a
Plan Year that the Participant has deferred less than the stated minimum amounts for
that Plan Year, any amount credited to the Participant’s Account Balance as the
Annual Deferral Amount for that Plan Year shall be distributed to the Participant
within sixty (60) days after the last day of the Plan Year in which the Committee
determination was made.



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CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers





	3.2	 	Maximum Deferral. For each Plan Year, the Participant may elect to defer, as
his Annual Deferral Amount, Base Salary, and/or Bonus up to the following maximum percentages
for each deferral elected:





	 	 	 
	Deferral	 	Maximum Percentage
	Base Salary
	 	75%
	Bonus
	 	100%







	3.3	 	Election to Defer; Effect of Election Form.






	 	(a)	 	First Plan Year of Participation. In connection with the Participant’s
commencement of participation in the Plan, the Participant shall make an irrevocable
deferral election for the Plan Year in which the Participant commences participation in
the Plan, along with such other elections as the Committee deems necessary or desirable
under the Plan. For these elections to be valid, the Election Form must be completed
and signed by the Participant, timely delivered to the Committee (in accordance with
Section 2.1 above) and accepted by the Committee.
	 
	 	(b)	 	General Timing Rule for Deferral Elections in Subsequent Plan Years.
For each succeeding Plan Year, the Participant may elect to defer Base Salary and
Bonus, and make such other elections as the Committee deems necessary or desirable
under the Plan by timely delivering a new Election Form to the Committee, in accordance
with its rules and procedures, before the December 31st preceding the Plan
Year in which such compensation is earned, or before such other deadline established by
the Committee in accordance with the requirements of Code Section 409A and related
Treasury guidance or Regulations.






     Any deferral election(s) made in accordance with this Section 3.3(b) shall be
irrevocable; provided, however, that if the Committee requires the Participant to
make a deferral election for “performance-based compensation” by the deadline(s)
described above, it may, in its sole discretion, and in accordance with Code Section
409A and related Treasury guidance or Regulations, permit the Participant to
subsequently change his deferral election for such compensation by submitting an
Election Form to the Committee no later than the deadline established by the
Committee pursuant to Section 3.3(c) below.




	 	(c)	 	Performance-Based Compensation. Notwithstanding the foregoing, the
Committee may, in its sole discretion, determine that an irrevocable deferral election
pertaining to “performance-based compensation” based on services performed over a
period of at least twelve (12) months, may be made by timely delivering an Election
Form to the Committee, in accordance with its rules and procedures, no later than six
(6) months before the end of the performance service period. “Performance-based
compensation” shall be compensation, the payment or amount of which is contingent on
pre-established organizational or individual performance criteria, which satisfies
the requirements of





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CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers




	 	 	 	Code Section 409A and related Treasury guidance or Regulations.
In order to be eligible to make a deferral election for performance-based
compensation, the Participant must perform services continuously from a date no later
than the date upon which the performance criteria for such compensation are
established through the date upon which the Participant makes a deferral election for
such compensation. In no event shall an election to defer performance-based
compensation be permitted after such compensation has become both substantially
certain to be paid and readily ascertainable.






	 	(d)	 	Compensation Subject to Risk of Forfeiture. With respect to
compensation (i) to which the Participant has a legally binding right to payment in a
subsequent year, and (ii) that is subject to a forfeiture condition requiring the
Participant’s continued services for a period of at least twelve (12) months from the
date the Participant obtains the legally binding right, the Committee may, in its sole
discretion, determine that an irrevocable deferral election for such compensation may
be made by timely delivering an Election Form to the Committee in accordance with its
rules and procedures, no later than the 30th day after the Participant obtains the
legally binding right to the compensation, provided that the election is made at least
twelve (12) months in advance of the earliest date at which the forfeiture condition
could lapse.






	3.4	 	Withholding and Crediting of Annual Deferral Amounts. For each Plan Year, the Base
Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled
Base Salary payroll in equal amounts, as adjusted from time to time for increases and
decreases in Base Salary. The Bonus portion of the Annual Deferral Amount shall be withheld
at the time the Bonus are or otherwise would be paid to the Participant, whether or not this
occurs during the Plan Year itself. Annual Deferral Amounts shall be credited to the
Participant’s Deferral Account at the time such amounts would otherwise have been paid to the
Participant.






	3.5	 	Company Contribution Amount.






	 	(a)	 	[does this item (a) apply, or should it be deleted?] For each Plan Year, the
Company may be required to credit amounts to the Participant’s Company Contribution
Account in accordance with employment or other agreements entered into between the
Participant and the Company. Such amounts shall be credited on the date or dates
prescribed by such agreements.
	 
	 	(b)	 	For each Plan Year, the Company, in its sole discretion, may, but is not
required to, credit any amount it desires to the Participant’s Company Contribution
Account under this Plan, which amount shall be for the Participant the Company
Contribution Amount for that Plan Year. The Company Contribution Amount described in
this Section 3.5(b), if any, shall be credited on a date or dates to be determined by
the Committee, in its sole discretion.






	3.6	 	Crediting of Amounts after Benefit Distribution. Notwithstanding any provision in
this Plan to the contrary, should the complete distribution of the
Participant’s vested Account
Balance occur prior to the date
on which any portion of (i) the
Annual Deferral Amount that the
Participant has elected to defer
in accordance with Section 3.3,
or (ii) the Company Contribution




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CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers











	 	 	Amount, would otherwise be
credited to the Participant’s
Account Balance, such amounts
shall not be credited to the
Participant’s Account Balance,
but shall be paid to the
Participant in a manner
determined by the Committee, in
its sole discretion.






	3.7	 	Vesting.






	 	(a)	 	The Participant shall at all times be 100% vested in his deferrals of Base
Salary and Bonus.
	 
	 	(b)	 	The Participant shall vest in the amount, if any, that has been credited to the
Participant’s Account Balance as interest attributable to the Bonus Rate on the basis
of the Participant’s Years of Service, in accordance with the following schedule:





	 	 	 
	Years of Service	 	Vested Percentage
	Less than 5 years
	 	0%
	5 years or more
	 	100%







	 	(c)	 	Notwithstanding anything to the contrary contained in this Section 3.7, upon
the Participant’s Retirement or death or Disability while employed by the Company or
upon a Change of Control of the Company while the Participant is employed by the
Company, the Participant shall immediately become 100% vested in the Company
Contribution Account and any Bonus Rate (if not already vested in accordance with the
above vesting schedules).






	3.8	 	Crediting/Debiting of Account Balances. In accordance with, and subject to, the
rules and procedures that are established from time to time by the Committee, in its sole
discretion, amounts shall be credited or debited to the Participant’s Account Balance in
accordance with the following rules:






	 	(a)	 	Interest Crediting Rate. The Participant’s Account Balance shall be
credited with interest at the Crediting Rate on a date or dates determined by the
Committee. Notwithstanding the foregoing, in the event additional Measurement Funds
are made available to the Participant as described in Section 3.8(b) below, the
earnings to be credited or debited to the portion of the Participant’s Account Balance
allocated to such Measurement Funds shall be determined in accordance with the
provisions set forth in Section 3.8(b).
	 
	 	(b)	 	Additional Measurement Funds. The Committee, in its sole discretion,
may make available to the Participant one or more measurement funds, which are based on
certain mutual funds (the “Measurement Funds”). If Measurement Funds are made
available, the Participant may elect one or more of the Measurement Funds for the
purpose of crediting or debiting additional amounts to his Account Balance. As
necessary, the Committee
may, in its sole discretion, discontinue, substitute or add a Measurement Fund. Each
such action will take effect as of the first day of the first calendar quarter that
begins at least thirty (30) days after the day on which the Committee gives
Participant advance





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CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers




	 	 	 	written notice of such change. Further, if Measurement Funds are
made available, the following provisions shall apply:






	 	(i)	 	Election of Measurement Funds. The Participant may
elect, on the Election Form, one or more Measurement Fund(s) (as described in
Section 3.8(a) above) to be used to determine the amounts to be credited or
debited to his Account Balance. If the Participant does not elect any of the
Measurement Funds as described in the previous sentence, the Participant’s
Account Balance shall automatically be allocated into the Measurement Fund
providing the lowest risk of loss of investment, as determined by the Committee,
in its sole discretion. The Participant may (but is not required to) elect, by
submitting an Election Form to the Committee that is accepted by the Committee,
to add or delete one or more Measurement Fund(s) to be used to determine the
amounts to be credited or debited to his Account Balance, or to change the
portion of his Account Balance allocated to each previously or newly elected
Measurement Fund. If an election is made in accordance with the previous
sentence, it shall apply as of the first business day deemed reasonably
practicable by the Committee, in its sole discretion, and shall continue
thereafter for each subsequent day in which the Participant participates in the
Plan, unless changed in accordance with the previous sentence. Notwithstanding
the foregoing, the Committee, in its sole discretion, may impose limitations on
the frequency with which one or more of the Measurement Funds elected in
accordance with this Section may be added or deleted by such Participant;
furthermore, the Committee, in its sole discretion, may impose limitations on
the frequency with which the Participant may change the portion of his Account
Balance allocated to each previously or newly elected Measurement Fund.
	 
	 	(ii)	 	Proportionate Allocation. In making any election
described in Section 3.8(b)(i) above, the Participant shall specify on the
Election Form, in increments of one percent (1%), the percentage of his Account
Balance or Measurement Fund, as applicable, to be allocated/reallocated.
	 
	 	(iii)	 	Crediting or Debiting Method. The performance of each
Measurement Fund (either positive or negative) will be determined on a daily
basis based on the manner in which such Participant’s Account Balance has been
hypothetically allocated among the Measurement Funds by the Participant.






	 	(c)	 	No Actual Investment. Notwithstanding any other provision of this Plan
that may be interpreted to the contrary, the Crediting Rate and/or other available
Measurement Funds are to be used for measurement purposes only, and the Participant’s
election of any such Measurement Fund, the allocation of his Account Balance thereto,
the calculation of additional amounts and the crediting or debiting of such amounts to
the Participant’s
Account Balance shall not be considered or construed in any manner as an actual
investment of his Account Balance in any underlying investment fund used by the
Committee to calculate the Crediting Rate and/or in such Measurement Fund. The
Participant’s Account Balance shall at all times be a bookkeeping entry only and
shall not




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CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers











	 	 	 	represent any investment made on his behalf by the Company; the Participant
shall at all times remain an unsecured creditor of the Company.






	3.9	 	FICA and Other Taxes.






	 	(a)	 	Annual Deferral Amounts. For each Plan Year in which an Annual
Deferral Amount is being withheld from the Participant, the Company shall reduce the
Annual Deferral Amount in the amount necessary to withhold from it, in a manner
determined by the Company, the Participant’s share of FICA and other employment taxes
on such Annual Deferral Amount.
	 
	 	(b)	 	Company Contribution Account. When the Participant becomes vested in a
portion of his Company Contribution Account, the Company shall withhold from that
portion of the Participant’s cash compensation that is not deferred, in a manner
determined by the Company, the Participant’s share of FICA and other employment taxes
on such Company Contribution Amount. If necessary, the Committee may reduce the vested
portion of the Participant’s Company Contribution Account, as applicable, in order to
comply with this Section 3.9.
	 
	 	(c)	 	Crediting Rate. The Company may withhold from that portion of the
Participant’s cash compensation that is not being deferred, in a manner determined by
the Company, the Participant’s share of FICA and other employment taxes, if any, that
is determined to be attributable to the Crediting Rate.
	 
	 	(d)	 	Distributions. The Company, or the trustee of the Trust, shall
withhold from any payments made to the Participant under this Plan all federal, state
and local income, employment and other taxes required to be withheld by the Company, or
the trustee of the Trust, in connection with such payments, in amounts and in a manner
to be determined in the sole discretion of the Company and the trustee of the Trust.





ARTICLE 4

 Scheduled Distribution; Unforeseeable Emergencies 





	4.1	 	Scheduled Distribution. In connection with each election to defer an Annual Deferral
Amount, the Participant may irrevocably elect to receive a Scheduled Distribution, in the form
of a lump sum payment, from the Plan with respect to all or a portion of (i) the Annual
Deferral Amount, and (ii) the Company Contribution Amount. The Scheduled Distribution shall
be a lump sum payment in an amount that is equal to the vested portion of the Annual Deferral
Amount and Company Contribution Amount that the Participant elected to have distributed as a
Scheduled Distribution, plus amounts credited or debited in the manner provided in Section 3.8
above on that amount, calculated as of the close of business on
the Scheduled Distribution Date, as defined below. Subject to the other terms and
conditions of this Plan, each Scheduled Distribution elected shall be paid out during a
sixty (60) day period commencing immediately after the first day of any Plan Year designated
by the Participant (the “Scheduled Distribution Date”). The Plan Year designated by the
Participant must be at least three (3) Plan Years after the end of the Plan Year to which
the Participant’s deferral election described in Section 3.3 relates, unless 




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CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers





	 	 	otherwise
provided on an Election Form approved by the Committee in its sole discretion. By way of
example, if a Scheduled Distribution is elected for Annual Deferral Amounts that are earned
in the Plan Year commencing January 1, 2007, the earliest Scheduled Distribution Date that
may be designated by the Participant would be January 1, 2011, and the Scheduled
Distribution would become payable during the sixty (60) day period commencing immediately
after such Scheduled Distribution Date. Notwithstanding the foregoing, the Committee shall
adjust the amount distributable as a Scheduled Distribution to the extent that any portion
of the Account Balance subject to the Scheduled Distribution is unvested as of the Scheduled
Distribution Date.






	4.2	 	Postponing Scheduled Distributions. The Participant may elect to postpone a Scheduled
Distribution described in Section 4.1 above, and have such amount paid out during a sixty (60)
day period commencing immediately after an allowable alternative distribution date designated
by the Participant in accordance with this Section 4.2. In order to make this election, the
Participant must submit a new Scheduled Distribution Election Form to the Committee in
accordance with the following criteria:






	 	(a)	 	Such Scheduled Distribution Election Form must be submitted to and accepted by
the Committee in its sole discretion at least twelve (12) months prior to the
Participant’s previously designated Scheduled Distribution Date;






	 	(b)	 	The new Scheduled Distribution Date selected by the Participant must be the
first day of a Plan Year, and must be at least five years after the previously
designated Scheduled Distribution Date; and






	 	(c)	 	The election of the new Scheduled Distribution Date shall have no effect until
at least twelve (12) months after the date on which the election is made.






	4.3	 	Other Benefits Take Precedence Over Scheduled Distributions. Should a Benefit
Distribution Date occur that triggers a benefit under Articles 5, 6 or 7, any amounts subject
to a Scheduled Distribution election under Section 4.1 shall not be paid in accordance with
Section 4.1, but shall be paid in accordance with the other applicable Article.
Notwithstanding the foregoing, the Committee shall interpret this Section 4.3 in a manner that
is consistent with Code Section 409A and related Treasury guidance and Regulations.






	4.4	 	Unforeseeable Emergencies.






	 	(a)	 	If the Participant experiences an Unforeseeable Emergency, the Participant may
petition the Committee to receive a partial or full payout from the Plan, subject to
the provisions set forth below.
	 
	 	(b)	 	The payout, if any, from the Plan shall not exceed the lesser of (i) the
Participant’s vested Account Balance, calculated as of the close of business on or
around the date on which the amount becomes payable, as determined by the Committee in
its sole discretion, or (ii) the amount necessary to satisfy the Unforeseeable
Emergency, plus amounts necessary to pay Federal, state, or local income taxes or
penalties reasonably anticipated as a result of the distribution. Notwithstanding the
foregoing, the Participant may not




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CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers











	 	 	 	receive a payout from the Plan to the extent that
the Unforeseeable Emergency is or may be relieved (A) through reimbursement or
compensation by insurance or otherwise, (B) by liquidation of the Participant’s assets,
to the extent the liquidation of such assets would not itself cause severe financial
hardship or (C) by cessation of deferrals under this Plan.






	 	(c)	 	If the Committee, in its sole discretion, approves the Participant’s petition
for payout from the Plan, the Participant shall receive a payout from the Plan within
sixty (60) days of the date of such approval, and the Participant’s deferrals under the
Plan shall be terminated as of the date of such approval.
	 
	 	(d)	 	In addition, the Participant’s deferral elections under this Plan shall be
terminated to the extent the Committee determines, in its sole discretion, that
termination of such Participant’s deferral elections is required pursuant to Treas.
Reg. §1.401(k)-1(d)(3) for the Participant to obtain a hardship distribution from the
Company’s 401(k) Plan. If the Committee determines, in its sole discretion, that a
termination of the Participant’s deferrals is required in accordance with the preceding
sentence, the Participant’s deferrals shall be terminated as soon as administratively
practicable following the date on which such determination is made.
	 
	 	(e)	 	Notwithstanding the foregoing, the Committee shall interpret all provisions
relating to a payout and/or termination of deferrals under this Section 4.4 in a manner
that is consistent with Code Section 409A and related Treasury guidance and
Regulations.





ARTICLE 5

Retirement Benefit





	5.1	 	Retirement Benefit. The Participant who Retires shall receive, as a Retirement
Benefit, his vested Account Balance, calculated as of the close of business on the
Participant’s Benefit Distribution Date.






	5.2	 	Payment of Retirement Benefit.






	 	(a)	 	The Participant, in connection with his commencement of participation in the
Plan, shall elect on an Election Form to receive the Retirement Benefit in a lump sum
or pursuant to an Annual Installment Method of up to fifteen (15) years. If the
Participant does not make any election with respect to the payment of the Retirement
Benefit, then such Participant shall receive the Retirement Benefit in a lump sum.
	 
	 	(b)	 	The Participant may change the form of payment of the Retirement Benefit by
submitting
an Election Form to the Committee in accordance with the following criteria:






	 	(i)	 	The election to modify the Retirement Benefit shall have no
effect until at least twelve (12) months after the date on which the election is
made; and
	 
	 	(ii)	 	The first Retirement Benefit payment shall be delayed at least
five (5) years from




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CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers





	 	 	 	the Participant’s originally scheduled Benefit Distribution
Date described in Section 1.7(a).






     For purposes of applying the requirements above, the right to receive the
Retirement Benefit in installment payments shall be treated as the entitlement to a
single payment. The Committee shall interpret all provisions relating to changing
the Retirement Benefit election under this Section 5.2 in a manner that is consistent
with Code Section 409A and related Treasury guidance or Regulations.




     The Election Form most recently accepted by the Committee that has become
effective shall govern the payout of the Retirement Benefit.




	 	(c)	 	The lump sum payment shall be made, or installment payments shall commence, no
later than sixty (60) days after the Participant’s Benefit Distribution Date.
Remaining installments, if any, shall be paid no later than sixty (60) days after each
anniversary of the Participant’s Benefit Distribution Date.





ARTICLE 6

Termination Benefit





	6.1	 	Termination Benefit. The Participant who experiences a Termination of Employment
shall receive, as a Termination Benefit, his vested Account Balance, calculated as of the
close of business on the Participant’s Benefit Distribution Date.
	 
	6.2	 	Payment of Termination Benefit. Participant shall receive a lump sum distribution if
his Termination of Employment is prior to attaining age 55. If after age 55, he shall receive
the distribution over a 15 year period in equal monthly installments.
	 
	6.3	 	Change of Control. If the Participant’s Termination of Employment occurs in
connection with or within one year following a Change of Control, the Participant shall have
the right to elect, on an Election Form delivered in connection with his commencement of
participation in the Plan, to receive the Termination Benefit in a lump sum distribution or a
payout over a 15 year period in equal monthly installments.





ARTICLE 7

Death Benefit





	7.1	 	Death Benefit. The Participant’s Beneficiary(ies) shall receive a
Death Benefit upon the Participant’s death which will be equal (in total) to the
Participant’s vested Account Balance, calculated as of the close of business on the
Participant’s Benefit Distribution Date.






	7.2	 	Payment of Death Benefit. In case of death prior to age 55, the Beneficiary shall
receive a lump sum payment. In case of death after age 55, the Beneficiary shall receive
payments in equal monthly amounts over a 15 year period.




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CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers










ARTICLE 8

Beneficiary Designation





	8.1	 	Beneficiary. Each Participant shall have the right, at any time, to designate his
Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under
the Plan to a beneficiary upon the death of the Participant. The Beneficiary designated under
this Plan may be the same as or different from the Beneficiary designation under any other
plan of the Company in which the Participant participates.
	 
	8.2	 	Beneficiary Designation; Change; Spousal Consent. The Participant shall designate
his Beneficiary by completing and signing the Beneficiary Designation Form, and returning it
to the Committee or its designated agent. The Participant shall have the right to change a
Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary
Designation Form and the Committee’s rules and procedures, as in effect from time to time. If
the Participant names someone other than his spouse or legally registered domestic partner as
a Beneficiary, the Committee may, in its sole discretion, determine that spousal or registered
domestic partner consent is required to be provided in a form designated by the Committee,
executed by the Participant’s spouse or registered domestic partner and returned to the
Committee. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be canceled. The Committee shall be entitled
to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the
Committee prior to his death.
	 
	8.3	 	Acknowledgment. No designation or change in designation of a Beneficiary shall be
effective until received and acknowledged in writing by the Committee or its designated agent.
	 
	8.4	 	No Beneficiary Designation. If the Participant fails to designate a Beneficiary as
provided in Sections 8.1, 8.2 and 8.3 above or, if all designated Beneficiaries predecease the
Participant or die prior to complete distribution of the Participant’s benefits, then the
Participant’s designated Beneficiary shall be deemed to be his surviving spouse. If the
Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a
Beneficiary shall be payable to the executor or personal representative of the Participant’s
estate.
	 
	8.5	 	Doubt as to Beneficiary. If the Committee has any doubt as to the proper Beneficiary
to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in
its discretion, to cause the Company to withhold such payments
until this matter is resolved to the Committee’s satisfaction.
	 
	8.6	 	Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary
shall fully and completely discharge the Company and the Committee from all further
obligations under this Plan with respect to the Participant, and that Participant’s Plan
Agreement shall terminate upon such full payment of benefits.




 - 14 - 









 








CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers










ARTICLE 9

Leave of Absence





	9.1	 	Paid Leave of Absence. If the Participant is authorized by the Company to take a
paid leave of absence from the employment of the Company, and such leave of absence does not
constitute a separation from service, as determined by the Committee in accordance with Code
Section 409A and related Treasury guidance and Regulations, (i) the Participant shall continue
to be considered eligible for the benefits provided in Articles 4, 5, 6 or 7 in accordance
with the provisions of those Articles, and (ii) the Annual Deferral Amount shall continue to
be withheld during such paid leave of absence in accordance with Section 3.3.
	 
	9.2	 	Unpaid Leave of Absence. If the Participant is authorized by the Company to take an
unpaid leave of absence from the employment of the Company for any reason, and such leave of
absence does not constitute a separation from service, as determined by the Committee in
accordance with Code Section 409A and related Treasury guidance and Regulations, such
Participant shall continue to be eligible for the benefits provided in Articles 4, 5, 6 or 7
in accordance with the provisions of those Articles. However, the Participant shall be excused
from fulfilling his Annual Deferral Amount commitment that would otherwise have been withheld
during the remainder of the Plan Year in which the unpaid leave of absence is taken. During
the unpaid leave of absence, the Participant shall not be allowed to make any additional
deferral elections. However, if the Participant returns to employment, the Participant may
elect to defer an Annual Deferral Amount for the Plan Year following his return to employment
and for every Plan Year thereafter while the Participant in the Plan, provided such deferral
elections are otherwise allowed and an Election Form is delivered to and accepted by the
Committee for each such election in accordance with Section 3.3 above.
	 
	9.3	 	Leaves Resulting in Separation from Service. In the event that the Participant’s
leave of absence from the Company constitutes a separation from service, as determined by the
Committee in accordance with Code Section 409A and related Treasury guidance and Regulations,
the Participant’s vested Account Balance shall be distributed to the Participant in accordance
with Article 5 or 6 of this Plan, as applicable.





ARTICLE 10

Termination of Plan, Amendment or Modification





	10.1	 	Termination of Plan. Although the Company anticipates
that it will continue the Plan for
an indefinite period of time, there
is no guarantee that the Company
will continue the Plan or will not
terminate the Plan at any time in
the future. Accordingly, the
Company reserves the right to
Terminate the Plan. In the event
of a Termination of the Plan, the
Measurement Funds available to
Participant following the
Termination of the Plan shall be
comparable in number and type to
those Measurement Funds available
to Participant in the Plan Year
preceding the Plan Year in which
the Termination of the Plan is
effective. Following a Termination
of the Plan, Participant Account
Balances shall remain in the Plan
until the Participant becomes
eligible for the benefits provided
in Articles 4, 5, 6 or 7 in
accordance with the provisions of
those Articles. The Termination of
the Plan shall not adversely affect
any Participant or Beneficiary who
has




 - 15 - 









 






CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers





	 	 	become entitled to the payment
of any benefits under the Plan as
of the date of termination.
Notwithstanding the foregoing, to
the extent permissible under Code
Section 409A and related Treasury
guidance or Regulations, during the
thirty (30) days preceding or
within twelve (12) months following
a Change of Control the Company
shall be permitted to (i) terminate
the Plan by action of its board of
directors, and (ii) distribute the
vested Account Balances to
Participant in a lump sum no later
than twelve (12) months after the
Change in Control, provided that
all other substantially similar
arrangements sponsored by the
Company are also terminated and all
balances in such arrangements are
distributed within twelve (12)
months of the termination of such
arrangements.






	10.2	 	Amendment.






	 	(a)	 	The Company may, at any time, amend or modify the Plan in whole or in part.
Notwithstanding the foregoing, (i) no amendment or modification shall be effective to
decrease the value of the Participant’s vested Account Balance in existence at the time
the amendment or modification is made, and (ii) no amendment or modification of this
Section 10.2 or Section 11.2 of the Plan shall be effective.
	 
	 	(b)	 	Notwithstanding any provision of the Plan to the contrary, in the event that
the Company determines that any provision of the Plan may cause amounts deferred under
the Plan to become immediately taxable to any Participant under Code Section 409A, and
related Treasury guidance or Regulations, the Company may (i) adopt such amendments to
the Plan and appropriate policies and procedures, including amendments and policies
with retroactive effect, that the Company determines necessary or appropriate to
preserve the intended tax treatment of the Plan benefits provided by the Plan and/or
(ii) take such other actions as the Company determines necessary or appropriate to
comply with the requirements of Code Section 409A, and related Treasury guidance or
Regulations.






	10.4	 	Effect of Payment. The full payment of the Participant’s vested Account Balance
under Articles 4, 5, 6 or 7 of the Plan shall completely discharge all obligations to the
Participant and his designated Beneficiaries under this Plan, and the Participant’s Plan
Agreement shall terminate.





ARTICLE 11

Administration





	11.1	 	Committee Duties. Except as otherwise provided in this Article 11, this Plan shall
be administered by the Compensation Committee of the Board. Members of the Committee may be
Participant under this Plan. The Committee shall also have the discretion and authority to
(i) make, amend, interpret, and enforce all appropriate rules and regulations for the
administration of this Plan, and (ii) decide or resolve any and all questions, including
benefit entitlement determinations and interpretations of this Plan, as may arise in
connection with the Plan. Any individual serving on the Committee who is the Participant
shall not vote or act on any matter relating solely to himself or herself. When making a
determination or calculation, the Committee shall be entitled to rely on information furnished
by the Participant or the Company.




 - 16 - 









 







CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers











	11.2	 	Administration Upon Change In Control. Within one hundred and twenty (120) days
following a Change in Control, the individuals who comprised the Committee immediately prior
to the Change in Control (whether or not such individuals are members of the Committee
following the Change in Control) may, by written consent of the majority of such individuals,
appoint an independent third party administrator (the “Administrator”) to perform any or all
of the Committee’s duties described in Section 11.1 above, including without limitation, the
power to determine any questions arising in connection with the administration or
interpretation of the Plan, and the power to make benefit entitlement determinations. Upon
and after the effective date of such appointment, (i) the Company must pay all reasonable
administrative expenses and fees of the Administrator, and (ii) the Administrator may only be
terminated with the written consent of the majority of Participant with an Account Balance in
the Plan as of the date of such proposed termination.
	 
	11.3	 	Agents. In the administration of this Plan, the Committee or the Administrator, as
applicable, may, from time to time, 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.
	 
	11.4	 	Binding Effect of Decisions. The decision or action of the Committee or
Administrator, as applicable, with respect to any question arising out of or in connection
with the administration, interpretation and application of the Plan and the rules and
regulations promulgated hereunder shall be final and conclusive and binding upon all persons
having any interest in the Plan.
	 
	11.5	 	Indemnity of Committee. The Company shall indemnify and hold harmless the members of
the Committee, any employee to whom the duties of the Committee may be delegated, and the
Administrator against any and all claims, losses, damages, expenses or liabilities arising
from any action or failure to act with respect to this Plan, except in the case of willful
misconduct by the Committee, any of its members, any such employee or the Administrator.
	 
	11.6	 	Company Information. To enable the Committee
and/or Administrator to perform its functions, the Company shall supply full and timely
information to the Committee and/or Administrator, as the case may be, on all matters
relating to the Plan, the Trust, the Participant and his Beneficiaries, the Account Balances
of the Participant, the compensation of the Participant, the date and circumstances of the
Retirement, death or Termination of Employment of the Participant, and such other pertinent
information as the Committee or Administrator may reasonably require.





ARTICLE 12

Other Benefits and Agreements





	12.1	 	Coordination with Other Benefits. The benefits provided for the Participant and
Participant’s Beneficiary under the Plan are in addition to any other benefits available to
the Participant under any other plan or program for employees of the Company. The Plan shall
supplement and shall not supersede, modify or amend any other such plan or program except as
may otherwise be expressly provided.




 - 17 - 









 






CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers










ARTICLE 13

Claims Procedures





	13.1	 	Presentation of Claim. The Participant or any Beneficiary of a deceased Participant
(the Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the
Committee a written claim for a determination with respect to the amounts distributable to
such Claimant from the Plan. If such a claim relates to the contents of a notice received by
the Claimant, the claim must be made within sixty (60) days after such notice was received by
the Claimant. All other claims must be made within 180 days of the date on which the event
that caused the claim to arise occurred. The claim must state with particularity the
determination desired by the Claimant.






	13.2	 	Notification of Decision. The Committee shall consider a Claimant’s claim within a
reasonable time, but no later than ninety (90) days after receiving the claim. If the
Committee determines that special circumstances require an extension of time for processing
the claim, written notice of the extension shall be furnished to the Claimant prior to the
termination of the initial ninety (90) day period. In no event shall such extension exceed a
period of ninety (90) days from the end of the initial period. The extension notice shall
indicate the special circumstances requiring an extension of time and the date by which the
Committee expects to render the benefit determination. The Committee shall notify the
Claimant in writing:






	 	(a)	 	that the Claimant’s requested determination has been made, and that the claim
has been allowed in full; or
	 
	 	(b)	 	that the Committee has reached a conclusion contrary, in whole or in part, to
the Claimant’s requested determination, and such notice must set forth in a manner
calculated to be understood by the Claimant:






	 	(i)	 	the specific reason(s) for the denial of the claim, or any part
of it;
	 
	 	(ii)	 	specific reference(s) to pertinent provisions of the Plan upon
which such denial was based;
	 
	 	(iii)	 	a description of any additional material or information
necessary for the Claimant to perfect the claim, and an explanation of why such
material or information is necessary;
	 
	 	(iv)	 	an explanation of the claim review procedure set forth in Section
13.3 below; and
	 
	 	(v)	 	a statement of the Claimant’s right to bring a civil action under
ERISA Section 502(a) following an adverse benefit determination on review.






	13.3	 	Review of a Denied Claim. On or before sixty (60) days after receiving a notice from
the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s
duly authorized representative) may file with the Committee a written request for a review of
the denial of the claim. The Claimant (or the Claimant’s duly authorized representative):




 - 18 - 









 






CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers











	 	(a)	 	may, upon request and free of charge, have reasonable access to, and copies of,
all documents, records and other information relevant (as defined in applicable ERISA
regulations) to the claim for benefits;
	 
	 	(b)	 	may submit written comments or other documents; and/or
	 
	 	(c)	 	may request a hearing, which the Committee, in its sole discretion, may grant.






	13.4	 	Decision on Review. The Committee shall render its decision on review promptly, and
no later than sixty (60) days after the Committee receives the Claimant’s written request for
a review of the denial of the claim. If the Committee determines that special circumstances
require an extension of time for processing the claim, written notice of the extension shall
be furnished to the Claimant prior to the termination of the initial sixty (60) day period.
In no event shall such extension exceed a period of sixty (60) days from the end of the
initial period. The extension notice shall indicate the special circumstances requiring an
extension of time and the date by which the Committee expects to render the benefit
determination. In rendering its decision, the Committee shall take into account all comments,
documents, records and other information submitted by the Claimant relating to the claim,
without regard to whether such information was submitted or considered in the initial benefit
determination. The decision must be written in a manner calculated to be understood by the
Claimant, and it must contain:






	 	(a)	 	specific reasons for the decision;
	 
	 	(b)	 	specific reference(s) to the pertinent Plan provisions upon which the decision
was based;
	 
	 	(c)	 	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 (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits;
and






	(d)	 	a statement of the Claimant’s right to bring a civil action under ERISA Section
502(a).






	13.5	 	Legal Action. A Claimant’s compliance with the foregoing provisions of this Article
13 is a mandatory prerequisite to a Claimant’s right to commence any legal action with respect
to any claim for benefits under this Plan. 





ARTICLE 14

Trust





	14.1	 	Establishment of the Trust. In order to provide assets from which to fulfill its
obligations to the Participant and their Beneficiaries under the Plan, the Company may
establish a “rabbi trust” by a trust agreement with a third party, the trustee, to which the
Company may, in its discretion, contribute cash or other property (which shall continue to be
assets of the Company), including securities issued by the Company, to provide for the benefit
payments under the Plan (the “Trust”).






	14.2	 	Interrelationship of the Plan and the Trust. The provisions of the Plan and the Plan




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CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers





	 	 	Agreement shall govern the rights of the Participant to receive distributions pursuant to the
Plan. The provisions of the Trust shall govern the rights of the Company, Participant and the
creditors of the Company to the assets transferred to the Trust. The Company shall at all
times remain liable to carry out its obligations under the Plan.






	14.3	 	Distributions From the Trust. The Company’s obligations under the Plan may be
satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such
distribution shall reduce the Company’s obligations under this Plan.





ARTICLE 15

Miscellaneous





	15.1	 	Status of Plan. The Plan is intended to be a plan that is not qualified within the
meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer
primarily for the purpose of providing deferred compensation for a select group of management
or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and
401(a)(1). The Plan shall be administered and interpreted (i) in a manner consistent with
that intent, and (ii) in accordance with Code Section 409A and related Treasury guidance and
Regulations.
	 
	15.2	 	Unsecured General Creditor. Participant and their Beneficiaries, heirs, successors
and assigns shall have no legal or equitable rights, interests or claims in any property or
assets of the Company. For purposes of the payment of benefits under
this Plan, any and all of the Company’s assets shall be, and remain, the general, unpledged
unrestricted assets of the Company. The Company’s obligation under the Plan shall be merely
that of an unfunded and unsecured promise to pay money in the future.
	 
	15.3	 	Company’s Liability. The Company’s liability for the payment of benefits shall be
defined only by the Plan and the Plan Agreement, as entered into between the Company and the
Participant. The Company shall have no obligation to the Participant under the Plan except as
expressly provided in the Plan.
	 
	15.4	 	Nonassignability. Neither the Participant nor any other person shall have any right
to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any,
payable hereunder, or any part thereof, which are, and all rights to which are expressly
declared to be, unassignable and non-transferable. No part of the amounts payable shall,
prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for
the payment of any debts, judgments, alimony or separate maintenance owed by the Participant
or any other person, be transferable by operation of law in the event of the Participant’s or
any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a
property settlement or otherwise.
	 
	15.5	 	Not a Contract of Employment. The terms and conditions of this Plan shall not be
deemed to constitute a contract of employment between the Company and the Participant. Except
as expressly may otherwise be provided in a written contract of employment between the Company
and the Participant, such employment is hereby acknowledged to be an “at will” employment




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CVB Financial Corp.

Deferred Compensation Plan for

               Christopher D. Myers





	 	 	relationship that can be terminated at any time for any reason, or no reason, with or without
cause, and with or without notice, unless expressly provided in a written employment
agreement. Nothing in this Plan shall be deemed to give the Participant the right to be
retained in the service of the Company, either as an employee or a member of the Board, or to
interfere with the right of the Company to discipline or discharge the Participant at any
time.






	15.6	 	Furnishing Information. The Participant or his Beneficiary will cooperate with the
Committee by furnishing any and all information requested by the Committee and take such other
actions as may be requested in order to facilitate the administration of the Plan and the
payments of benefits hereunder, including but not limited to taking such physical examinations
as the Committee may deem necessary.
	 
	15.7	 	Terms. Whenever any words are used herein in the masculine, they shall be construed
as though they were in the feminine in all cases where they would so apply; and whenever any
words are used herein in the singular or in the plural, they shall be construed as though they
were used in the plural or the singular, as the case may be, in all cases where they would so
apply.
	 
	15.8	 	Captions. The captions of the articles, sections and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of any of its
provisions.
	 
	15.9	 	Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and
interpreted according to the internal laws of the State of California without regard to its
conflicts of laws principles.
	 
	15.10	 	Notice. Any notice or filing required or permitted to be given to the Committee
under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or
certified mail, to the address below:




CVB Financial Corp.

Attn: David M. Krebs

701 N. Haven Ave., Suite 140

Ontario, CA 91764





	 	 	Such notice shall be deemed given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark on the receipt for registration or certification.
	 
	 	 	Any notice or filing required or permitted to be given to the Participant under this Plan
shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known
address of the Participant.






	15.11	 	Successors. The provisions of this Plan shall bind and inure to the benefit of the
Company and its successors and assigns and the Participant and the Participant’s designated
Beneficiaries.
	 
	15.12	 	Spouse’s Interest. The interest in the benefits hereunder of a spouse of the
Participant, if and when such spouse has predeceased the Participant, shall automatically pass
to the Participant and shall not be transferable by such spouse in any manner, including but
not limited to such spouse’s will, nor shall such interest pass under the laws of intestate
succession.




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CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers











	15.13	 	Validity. In case any provision of this Plan shall be illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts hereof, but this
Plan shall be construed and enforced as if such illegal or invalid provision had never been
inserted herein.






	15.14	 	Incompetent. If the Committee determines in its discretion that a benefit under
this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of
handling the disposition of that person’s property, the Committee may direct payment of such
benefit to the guardian, legal representative or person having the care and custody of such
minor, incompetent or incapable person. The Committee may require proof of minority,
incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of
the benefit. Any payment of a benefit shall be a payment for the account of the Participant
and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of
any liability under the Plan for such payment amount.






	15.15	 	Court Order. The Committee is authorized to comply with any
court order in any action in which the Plan or the Committee has been named as a party,
including any action involving a determination of the rights or interests in the
Participant’s benefits under the Plan. Notwithstanding the foregoing, the Committee shall
interpret this provision in a manner that is consistent with Code Section 409A and other
applicable tax law. In addition, if necessary to comply with a “domestic relations order”,
as defined in Code Section 414(p)(1)(B), pursuant to which a court has determined that a
spouse or former spouse of the Participant has an interest in the Participant’s benefits
under the Plan, the Committee, in its sole discretion, shall have the right to immediately
distribute the spouse’s or former spouse’s interest in the Participant’s benefits under the
Plan to such spouse or former spouse.






	15.16	 	Distribution in the Event of Income Inclusion Under 409A. If any portion of the
Participant’s Account Balance under this Plan is required to be included in income by the
Participant prior to receipt due to a failure of this Plan to meet the requirements of Code
Section 409A and related Treasury guidance or Regulations, the Participant may petition the
Committee or Administrator, as applicable, for a distribution of that portion of his Account
Balance that is required to be included in his income. Upon the grant of such a petition,
which grant shall not be unreasonably withheld, the Company shall distribute to the
Participant immediately available funds in an amount equal to the portion of his Account
Balance required to be included in income as a result of the failure of the Plan to meet the
requirements of Code Section 409A and related Treasury guidance or Regulations, which amount
shall not exceed the Participant’s unpaid vested Account Balance under the Plan. If the
petition is granted, such distribution shall be made within ninety (90) days of the date when
the Participant’s petition is granted. Such a distribution shall affect and reduce the
Participant’s benefits to be paid under this Plan.






	15.17	 	Deduction Limitation on Benefit Payments. If the Company reasonably anticipates
that the Company’s deduction with respect to any distribution from this Plan would be limited
or eliminated by application of Code Section 162(m), then to the extent deemed necessary by
the Company to ensure that the entire amount of any distribution from this Plan is deductible,
the Company may delay payment of any amount that would otherwise be distributed from this
Plan. Any amounts for which distribution is delayed pursuant to this Section shall continue
to be credited/debited with additional amounts in accordance with Section 3.8 above. The
delayed




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CVB Financial Corp.

Deferred Compensation Plan for

          Christopher D. Myers





	 	 	amounts (and any amounts credited thereon) shall be distributed to the Participant (or
his Beneficiary in the event of the Participant’s death) at the earliest date the Company
reasonably anticipates that the deduction of the payment of the amount will not be limited or
eliminated by application of Code Section 162(m).






	15.18	 	Insurance. The Company, on its own behalf or on behalf of the trustee of the Trust,
and, in their sole discretion, may apply for and procure insurance on the life of the
Participant, in such amounts and in such forms as the Trust may choose. The Company or the
trustee of the Trust, as the case may be, shall be the sole owner and beneficiary of any such
insurance. The Participant shall have no interest whatsoever in any such policy or policies,
and at the request of the Company shall submit to medical examinations and supply such
information and execute such documents as may be required by the insurance company or
companies to whom the Company have applied for insurance.





     IN WITNESS WHEREOF, the Company has signed this Plan document as of ___, 2006.



	 	 	 	 	 	 	 
	 	 	“Company”

CVB Financial Corp., a California corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





     The Participant hereby accepts this Plan document and agrees that his participation in the
Plan shall be governed by it.



	 	 	 	 	 
	 

	 	 	 	 
	 

	 	Christopher D. Myers                      date
	 	 






     The undersigned spouse of the Participant hereby consents to the Participant’s participation
in the Plan in accordance with the terms of this Plan document and the Participant’s elections
hereunder.



	 	 	 	 	 
	 

	 	 	 	 
	 

	 	                     Myers                     date
	 	 







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