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                              EMPLOYMENT AGREEMENT


DATE:             March 11, 1997

PARTIES:          CAPITAL CORP. OF THE WEST, a California Bank Holding
                  Company, hereinafter referred to as "Employer"; and

                  THOMAS T. HAWKER, herein after referred to as
                  "Employee".


RECITALS:

         1.       Employee is currently  employed as the Chief Executive Officer
                  of Employer  (previously known as County Bank) under a written
                  Employment  Agreement  which  will  expire  at  the  close  of
                  business on February 28, 1997.

         2.       The Parties desire to enter into a new Employment
                  Agreement ("Agreement") for the purpose of extending the
                  employment of Employee.



AGREEMENT:

         Employer   hereby  employs   Employee,   and  Employee  hereby  accepts
employment with Employer, upon the terms and conditions hereinafter set forth.

         1.  Duties.

         Employee  is hereby  employed  as the  President  and  Chief  Executive
Officer of Employer.  Employee  shall  perform the  customary  duties of a Chief
Executive  Officer of a  California  bank  holding  company,  including  but not
limited  to,  the   supervision  of  Employer's   business  and  all  subsidiary
corporations and businesses owned or related to Employer and such kindred duties
as may from time to time be  reasonably  requested  of  Employee by the Board of
Directors of  Employer.  As used herein the term  "business  of Employer"  shall
include the business of any of Employer's subsidiaries and related entities.


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         2.       Appointment to Board of Directors.

         Employer hereby agrees that Employee shall remain a member of the Board
of Directors of Employer for so long as Employee is elected to a position on the
board  by the  shareholders  of  Employer,  or  until  this  Agreement  has been
terminated.  During the period of Employee's election to the Board of Directors,
Employee  shall  serve  as a  member  of any or all  committees  to  which he is
appointed,  except the audit  committee.  Employee  also hereby agrees to accept
appointment  to other boards of  directors  and  committees  of  subsidiary  and
related  organizations  of Employer.  Employee  shall  fulfill all of Employee's
duties as a board and committee member without additional compensation. Upon the
termination of this Agreement by either Employee or Employer, Employee agrees to
immediately resign from the Board of Directors, from all committees and from all
corporate  offices  of  Employer  and from all of  Employer's  subsidiaries  and
related companies;  further,  all fringe benefits,  such as insurance,  shall be
terminated on the last day of service of Employee,  unless otherwise mandated by
the terms of this Agreement,  Employer's  personnel policy, or any other benefit
policies in effect at the time of such termination.

         3.  Term.

         This  Agreement  shall be  effective  for a period  of  forty-six  (46)
months.  It shall  commence  on March 1, 1997 and unless  sooner  terminated  as
provided herein shall end on December 31, 2000 ("Term").

         4.       Extent of Services.

         Employee  shall  donate his full time,  attention  and  energies to the
business of Employer, and shall not during the Term of this Agreement be engaged
in any other business activities, except personal investments, without the prior
written consent of Employer.


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         5.       Regular Compensation.

         In  consideration  for the services  which  Employee is to render under
this  Agreement,  Employer  shall pay to Employee an initial base salary  ("Base
Salary") of One  Hundred  Fifty-one  Thousand  Two  Hundred  Fifty-nine  Dollars
($151,259.00)  per  year.  On July 1,  1997,  the Board of  Directors  agrees to
reevaluate  the Base  Salary,  and if the  earnings  are in line with  projected
budget figures and if the present concerns  regarding several large loans in the
troubled loan portfolio of County Bank are rectified to the  satisfaction of the
Board of Directors, the Base Salary shall be increased thereafter to One Hundred
Sixty-seven  Thousand  Dollars  ($167,000.00)  per year  (prorated  for  partial
years),  or it shall be  changed  to said  figure as soon after said date as the
Board of  Directors  is  satisfied  that the  troubled  loan  portfolio is at an
acceptable  level and the earnings of the corporation are in line with projected
budget  figures.  The  Base  Salary  shall  be  payable  to  Employee  in  equal
semi-monthly  installments  on the  fifteenth  and the last  working day of each
month  during the period of  employment,  prorated  for any  partial  employment
period. The Base Salary shall be subject to an annual economic adjustment on the
first day of each calendar year to reflect  changes in the cost of living in the
San Joaquin  Valley in an amount to be  determined  by the Board of Directors of
Employer.  Employer by its Board of Directors  and at its sole  discretion,  may
also  give  due  consideration  to the  question  of  salary  increases  on each
anniversary of the effective date of this Agreement.

         6.       Discretionary Incentive Compensation.

         Employee  shall be entitled to  participate  in any incentive  programs
which may be adopted from time to time by Employer for Employee. Amounts awarded
to Employee  under any said  incentive  program  shall be determined at the sole
discretion of Employer, including the vesting of any incentive awards.


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         7.       Business Expenses.

         Employee shall be reimbursed for all ordinary and necessary, documented
expenses  reasonably  incurred  by Employee in  connection  with his  employment
associated  with managing the business of Employer and other  expenses which may
be authorized from time to time by the Board of Directors of Employer, including
expenses for club membership,  entertainment,  travel and similar items.  Travel
and other expenses for attendance at conventions and banking education  programs
that are approved by the Board of Directors  shall also be reimbursed.  Employer
will pay for or will reimburse  Employee for such expenses upon  presentation by
Employee from time to time of receipts evidencing such expenditures.

         8.       Automobile.

         Employer shall provide an automobile for the use of Employee.  Employer
shall pay all fuel,  operating,  maintenance and insurance costs associated with
such automobile. Employee shall be entitled to limited use of the automobile for
personal use, but shall primarily use it for business  purposes  associated with
his employment.

         9.       Vacation.

         During  each full year of  employment  Employee  shall be  entitled  to
annual  vacation  leave at full  salary at the  discretion  of  Employee as time
allows,   so  long  as  it  is   reasonable   and   does  not   jeopardize   his
responsibilities,  of sixteen  (16) days each year plus an  additional  four (4)
bonus  days if he  receives  a  "satisfactory"  or higher  rating on his  Annual
Employee Performance Evaluation; provided that Employee each calendar year shall
take as a portion of his vacation leave at least ten (10)  consecutive  business
days.

         Recognizing  that Employee  would like to receive  additional  vacation
time in the year 2,000, Employer and Employee agree to

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enter into a separate incentive program whereby certain goals and objectives are
set for Employee.  If Employee  meets the  objectives  and goals of said plan by
December 31, 1999,  Employee shall be entitled to an additional 2 weeks vacation
in the year 2,000, which additional vacation time must be taken in said year.

    10.           Disability.

         If Employee  becomes  permanently  disabled  during the Term because of
sickness,  physical  or mental  disability,  so that he is unable to perform his
full duties  hereunder,  Employer  agrees to continue the salary (i) ninety (90)
days from commencement of the disability,  (ii) until Employee is able to return
to work,  (iii) until payments  commence under any disability  insurance  policy
obtained by Employee,  or (iv) when any payments  commence to Employee under the
separate Salary Continuation  Agreement executed between the parties,  whichever
is less.

    11.           Insurance.

         Employer shall provide to Employee,  his wife and qualifying  children,
during  the Term at  Employer's  expense  the  same  medical  insurance,  dental
insurance,  and disability  insurance coverage,  if any, which may be offered to
Employer's other full-time employees under any benefit plans as may be in effect
from time to time.

         It is acknowledged that Employee  currently has a $400,000.00 term life
insurance  policy  with Sun Life  Insurance  Company,  Employer  has  under  its
previous employment agreement with Employee given Employee extra compensation to
cover the premiums on said policy.  Under this agreement  Employee's Base Salary
has been increased so that Employee may determine  whether to maintain said life
insurance  policy  and use the  increase  in Base  Salary to cover the  premiums
thereon,  or to discontinue or alter said policy and to use the additional  Base
Salary for other  purposes.  Employer shall have no duty under this agreement to
give Employee any extra

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compensation to cover life insurance  premiums or to maintain any life insurance
on Employee's life.

    12.           Stock Options and Bonuses.

         As additional consideration for entering into this Employment Agreement
Employer  hereby  grants to Employee a stock option to purchase  8,000 shares of
Employer's  stock at a price equal to the fair market value of such stock on the
date of execution of this agreement.  The stock purchase rights under said stock
option shall vest in Employee as follows:

                  (1) Twenty percent (20%) upon commencement of
                      the Employment Term under this Agreement;

                  (2) Additional twenty percent (20%) on January 1, 1998;

                  (3) Additional twenty percent (20%) on January 1, 1999;

                  (4) Additional twenty percent (20%) on January 1, 2000;

                  (5) Additional twenty percent (20%) on January 1, 2001.

         Said vesting shall occur only if Employee is still employed by Employer
under the terms of this Agreement on the date said vesting is to occur.

         Employer may consider  granting  additional  stock  options and bonuses
from time to time during the term, but shall not be obligated to do so.

    13.           Retirement Plan.

          Employer  shall be entitled to  participate  in any  retirement  plans
offered to other  employees  of Employer  such as  Employee's  participation  in
Employer's 401K plan and  participation  in Employer's Stock Option Plan (ESOP).
In addition it is  acknowledged  that  Employer and Employee have entered into a
separate "Amended and Restated Salary Continuation  Agreement" dated October 30,
1996, which provides for gradual vesting of retirement

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benefits  to Employee  based on his  continued  employment  with  Employer.  The
Parties to this agreement  understand that the participation by Employee in said
salary continuation plan does not assure in any way, or guarantee, the continued
employment of Employee under this Employment Agreement.

    14.           Printed Material.

         All written,  printed,  visual or audio  materials  used by Employee in
performing  duties  for  Employer,  other  than  Employee's  personal  notes and
diaries,  are and shall  remain the property of Employer.  Upon  termination  of
employment on any basis, Employee shall return all such materials to Employer.

    15.           Disclosure of Information.

         In the course of employment,  Employee may have access to  confidential
information  and  trade  secrets  relating  to  Employer's  business.  Except as
required in the course of employment by Employer,  Employee  shall not,  without
Employer's prior written consent,  directly or indirectly disclose to anyone any
confidential  information  relating to Employer  or any  financial  information,
trade  secrets  or  "know-how"  which is  germane  to  Employer's  business  and
operations.  Employee recognizes and acknowledges that any financial information
concerning  any of  Employer's  customers,  as it may  exist  from to  time,  is
strictly confidential and is a valuable,  special and unique asset of Employer's
business.  Employee  shall  not,  either  before  or after  termination  of this
Agreement,  disclose to anyone said financial information,  or any part thereof,
for any reason or purposes whatsoever.

    16.           Prohibited Activities and Investments.

         During the Term of this  Agreement,  Employee  shall not,  directly  or
indirectly,  either as an  employee,  employer,  consultant,  agent,  principal,
partner, principal stockholder (i.e., ten percent or more) or corporate officer,
directly, or in any

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other  individual  or  representative  capacity,  engage or  participate  in any
banking business competitive with that of Employer.

    17.           Surety Bond.

         Employee  agrees to furnish  all  information  and take any other steps
necessary to enable Employer to obtain and maintain a fidelity bond  conditional
on the  rendering of a true account by Employee of all moneys,  goods,  or other
property  which may come into the custody,  charge,  or  possession  of Employee
during the Term of Employee's  employment.  The surety company issuing such bond
and the amount of the bond must be acceptable  to Employer.  All premiums on the
bond are to be paid by Employer.  If Employee  cannot  personally  qualify for a
surety 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.

    18.           Moral Conduct.

         Employee  agrees to  conduct  himself  at all times  with due regard to
public  conventions  and  morals  and to abide by and  reflect  in his  personal
actions all of the "core values" adopted by Employer and its  subsidiaries  from
time to time.  Employee  further  agrees  not to do or commit  any act that will
reasonably  tend to degrade him or to bring him into public hatred,  contempt or
ridicule, or that will reasonably tend to shock or offend any community in which
Employer engages in business,  or to prejudice  Employer or the banking industry
in general.

    19.           Termination of Agreement.

         (a)      Termination for Cause.

         Employer  reserves the right to terminate  this  Agreement "for cause."
Termination  for cause  shall  include  termination  because of  Employee's  (i)
personal dishonesty, (ii) incompetence, (iii) will-

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ful misconduct,  (iv) breach of fiduciary duty involving  personal  profit,  (v)
material breach of any of the terms of this Agreement,  (vi) intentional failure
to  perform  assigned  duties,  (vii)  willful  violation  of any  law,  rule or
regulation  (other  than  traffic  violations  or  similar  offenses)  or  final
cease-and-desist order, or (viii) the willful or permanent breach by Employee of
any  obligations  owed to Employer  pursuant  to this  Agreement.  In  addition,
Employer reserves the right to terminate this Agreement "for cause" in the event
that actions are effected by any regulatory agency having jurisdiction to remove
or suspend  Employee from office,  or upon the directive of any such  regulatory
agency that  Employer  must  remove  Employee  as its Chief  Executive  Officer,
regardless of whether such directive is given orally or in writing.


         (b)      Statutory Grounds for Termination.

         Employee's  employment under this Agreement shall terminate immediately
upon the occurrence of any of the following  events,  which events are described
in sections 2920 and 2921 of the California Labor Code:

                  (1) The occurrence of circumstances that make it impossible or
impractical for the business of Employer to be continued.

                  (2)  The death of Employee.

                  (3) The loss of  Employee  of legal  capacity.  This  does not
affect Employee's rights under Section 10 of this Agreement.

                  (4)  The loss by Employer of legal capacity to contract.

                  (5)  Subject to Section 10 of this  Agreement,  the  continued
incapacity  on the part of  Employee  under  this  Agreement,  unless  waived by
Employer.


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         (c)      Termination for Bankruptcy.

         This  Agreement  may be terminated  immediately  be either party at the
option of either party and without prejudice to any other remedy to which either
party may be entitled at law, in equity or under this Agreement if either party:

                  (1)      Files a petition in bankruptcy court or is adjudi-
cated a bankrupt;

                  (2)      Institutes or suffers to be instituted against it or
him any procedure in bankruptcy court for reorganization or re-
arrangement of his financial affairs;

                  (3)      Has a receiver of his assets or property appointed
because of insolvency; or

                  (4)      Makes a general assignment for the benefit of credi-
tors.

         (d)      Automatic Termination in the Event of Acquisition of
                  Employer.

         This Agreement shall  automatically  terminate upon the consummation of
any event by which  substantially all of the stock and/or assets of Employer are
acquired by a person,  a group of  persons,  a  financial  institution  or other
entity.

         At  the  closing  of  such  acquisition,   Employee  shall  receive  an
acquisition  payment  ("Acquisition  Payment")  in the  amount  equal to six (6)
month's Base Salary at the then current rate of compensation.

         In the event of any such  acquisition  of Employer  and the  consequent
automatic  termination  of  this  Agreement,  no  provision  contained  in  this
Agreement should be construed to prevent Employee

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from negotiating a new employment agreement with either Employer or the acquiror
of Employer, should the parties desire to do so.

         It  is  mutually  agreed  by  the  parties  that  the  above-referenced
Acquisition  Payment shall be received by Employee in lieu of any and all claims
and/or  damages  which may be sustained by Employee  due to the  acquisition  of
Employer and the  termination  of Employee's  employment and will be accepted by
Employee in full satisfaction of all such claims and damages.

    20.           Severance Pay.

         Upon early  termination of this Agreement (i) pursuant to Section 19(d)
of this  Agreement,  (ii) by  Employee  for any reason,  (iii) by Employer  "for
cause"  (pursuant to Section  19(a) of this  Agreement),  or (iv) because of the
death,  incapacity  or disability  of Employee,  Employee  shall not receive any
Severance  Payment  of any  sort or any  bonus  for the  calendar  year in which
termination is effected.

         The parties  acknowledge  that it would be difficult  to determine  the
damages which  Employee would suffer if his employment is terminated by Employer
without  cause or on  statutory  grounds.  Therefore  it is agreed  that if this
agreement is  terminated  early by Employer on any basis other than those listed
in the first  paragraph of this Section 20, then  Employee  shall be entitled to
receive a cash payment  ("Severance  Payment") in the amount equal to one year's
Base Salary at the then current rate of  compensation.  It is mutually agreed by
the parties that the payment of the cash Severance Payment set forth above shall
be received by Employee in lieu of any and all claims  and/or  damages which may
be sustained by Employee by reason of his early termination and will be accepted
by Employee in full  satisfaction  of all such claims and damages and as payment
in full  for  all  benefits  received  from  Employee's  services.  The  parties
understand  and agree  under no  circumstances  would  Employee  be  entitled to
receive both the Acquisition Payment and the Severance Payment.

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    21.           Notices.

         Any notice to Employer required or permitted under this Agreement shall
be given in writing to  Employer,  either by  personal  service or by  certified
mail,  postage  prepaid,  addressed to the chairman of the Board of Directors of
Employer at its then  principal  place of business.  Any such notice to Employee
shall be given in like manner and, if mailed,  shall be addressed to Employee at
Employee's  home  address  then shown on  Employer's  files.  For the purpose of
determining  compliance with any time limit in this Agreement, a notice shall be
deemed to have been duly given (a) on the date of service,  if personally served
on the party to whom notice is to be given,  or (b) the fifth business day after
mailing,  if  mailed to the  party to whom  notice is to be given in the  manner
provided in this Section.

    22.           Nonassignability.

         Neither this  Agreement  nor any right or interest  hereunder  shall be
assignable  by Employee,  his  beneficiaries  or legal  representatives  without
Employer's  prior  written  consent;  provided,  however,  that  nothing in this
Section 22 shall preclude (i) Employee from designating a beneficiary to receive
any  benefit   payable   hereunder  upon  his  death,  or  (ii)  the  executors,
administrators,  or other legal  representatives  of Employee or his estate from
assigning any rights hereunder to the person or persons entitled thereto.

    23.           No Attachment.

         Except as  required  by law,  no right to receive  payments  under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge  or  hypothecation  or to  execution,
attachment,  levy or similar  process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect.

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    24.           Binding Effect.

         This  Agreement  shall be binding  upon,  and inure to the  benefit of,
Employee and Employer and their respective permitted successors and assigns.

    25.           Modification and Waiver.

         (a)      Amendment of Agreement

         This  Agreement may not be modified or amended  except by an instrument
in writing signed by the parties hereto.

         (b)      Waiver.


         No term or  condition  of this  Agreement  shall be deemed to have been
waived nor shall there be any estoppel  against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the  specific  term or  condition  for the future or as to any act other than
that  specifically  waived. No delay in exercising any rights shall be construed
as a  waiver,  nor shall a waiver on one  occasion  operate  as a waiver of such
right on any future occasion.

    26.           Entire Agreement.

         This Agreement supersedes any and all other agreements,  either oral or
in writing,  between  the  parties  hereto  with  respect to the  employment  of
Employee  by  Employer.  This  Agreement  contains  all  of  the  covenants  and
agreements  between the parties  with respect to such  employment  in any manner
whatsoever.  Each party to this Agreement  acknowledges that no representations,
inducements,  promises or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not

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embodied herein, and that no other agreement, statement or promise not contained
in this Agreement shall be valid and binding.

    27.           Partial Invalidity.

         If any  provision  in this  Agreement  is held by a court of  competent
jurisdiction  to be invalid,  void or  unenforceable,  the remaining  provisions
shall nevertheless  continue in full force without being impaired or invalidated
in any way.

    28.           Governing Law.

         This Agreement shall be governed by, and construed in accordance  with,
the laws of the State of California.

    29.           Injunctive Relief.

         Employer  and  Employee  acknowledge  and agree that the services to be
performed under this Agreement are of a special, unique, unusual,  extraordinary
and  intellectual  character which give them a peculiar value, the loss of which
cannot be reasonably or adequately  compensated  in damages in an action at law.
Employer and Employee therefore  expressly agree that Employer and Employee,  in
addition  to any other  rights or  remedies  which  Employer  and  Employee  may
possess, shall be entitled to injunctive and other equitable relief to prevent a
breach of this Agreement by Employee and Employer.

         30.      Bank Regulatory Agencies.

         The  obligations  and rights of the  parties  hereunder  are  expressly
conditioned  upon the approval or  non-disapproval  of (i) this Agreement and/or
(ii)  Employee,  in the event such  approvals  are  required,  by those  banking
regulatory  agencies  which  have  jurisdiction  over  Employer  or  any  of its
subsidiaries.


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         31.    Duplicate Originals.

         This  Agreement  may  be  executed   simultaneously   in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together constitute one and the same instrument.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement on the day and year first above written.


                           EMPLOYER:            CAPITAL CORP OF THE WEST

                                                By: __________________________
                                                       Jerry E. Callister
                                                    Chairperson of the Board





                           EMPLOYEE:               ___________________________
                                                        Thomas T. Hawker




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