##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549
 FORM 10-K/A
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2007
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Transition Period from  to
 Commission File Number: 0-27384
 CAPITAL CORP OF THE WEST
  California
    
    77-0405791(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)550 West Main Street, Merced California
    
    95340(Address of principal executive offices)
    
    (Zip Code)
 (209) 725-2269  (Registrants telephone number, including area code)
  Title of each class:
    
    Name of each exchange on which registered:Common Stock, no par value
    
    NASDAQ Stock Market LLCPreferred Share Purchase Rights
    
    NASDAQ Stock Market LLC
  o þ
 o þ
 þ o
 þ
  Large accelerated filer
o
    
    Accelerated filer
þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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2




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##### 



Capital Corp of the West
  PART IIIITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    4ITEM 11.
    
    EXECUTIVE COMPENSATION
    
    
    8ITEM 12.
    
    SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
    
    
    22ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
    
    
    25ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
    
    
    26PART IVITEM 15.
    
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    
    
    27SIGNATURES
    
    
    28EXHIBIT INDEX
    
    E-1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  3




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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
  INFORMATION REGARDING CURRENT BOARD
  DirectorName
    
    Class
    
    Age
    
    Since
    
    Business Experience During Past Five YearsDorothy L. Bizzini
    
    I
    
    
    73
    
    
    
    1992
    
    
    Partner in Atwater/Merced Veterinary
Clinic, Inc.; Owner Of Dorothy Lee
Apartments.David X. Bonnar
    
    III
    
    
    53
    
    
    
    2005
    
    
    Manager of information service group,
Community Medical Centers of Central
California; Proprietor of The Special
Projects Group, a software development
company.Donald T. Briggs, Jr.
(1)
    
    III
    
    
    62
    
    
    
    2007
    
    
    Retired from KPMG LLP.Retired
from KPMG LLP in 2005 as Audit Partner
for private & public clients. Did not
work on the Companys audit during full
tenure with KPMG and is considered
independent. Licensed CPA, not active in
the profession. Appointed chair of the
Companys Regulatory Oversight Committee
in March 2008.Jerry E. Callister (2)
    
    I
    
    
    65
    
    
    1991 1
    
    Chairman of the Board of the Company and
the Bank; President of Callister &
Hendricks, Inc., a Professional Law
Corporation; Manager, Tioga Properties,
LLC; Manager, Tenaya Properties, a
General Partnership; Manager, Whitegate
Enterprises, LLC.John D. Fawcett
    
    II
    
    
    59
    
    
    
    1995
    
    
    Vice Chairman of the Board of the Company
and the Bank; President and Manager of
Fawcett Farms Inc.Curtis R. Grant
    
    III
    
    
    68
    
    
    
    2005
    
    
    Retired professor, California State
University Stanislaus.G. Michael Graves
    
    III
    
    
    56
    
    
    
    2001
    
    
    Managing Director, Pacific Resources,
Inc., a financial, strategic planning,
merger and acquisition advisory firm.Thomas T. Hawker
    
    II
    
    
    65
    
    
    
    1991
    
    
    President and CEO of the Company and CEO
of the Bank.Curtis A. Riggs
    
    II
    
    
    58
    
    
    
    2000
    
    
    CEO VIA Adventures, a transportation
company; CEO Merced Transportation,
school bus service; Vice President,
Carskaddon Enterprises, Inc., a leasing
company.Gerald L. Tahajian
    
    I
    
    
    67
    
    
    
    2001
    
    
    President, Gerald Lee Tahajian, Inc., a
professional law corporation.
  
 (1)
    
    Mr. Briggs was appointed to the Capital Corp of the West Board on June 1, 2007 replacing Mr.
Van Groningen who retired May 31, 2007.(2)
    
    Previously served on the Board of Directors from 1977 to 1985. 4




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BOARD STRUCTURE AND CORPORATE GOVERNANCE
 Corporate Governance and Nominating Committee
      Compensation Committee
  Compensation Committee Interlocks and Insider Participation . ,
 5




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##### Table of Contents



Regulatory Oversight Committee
  Audit Committee
 Composition
 Audit Committee Financial Expert
   Committee Functions
 
    
    Monitor the integrity of the Companys financial reporting process and systems of
internal accounting controls;
    
    Monitor the independence and performance of the Companys independent auditors and
internal audit services department;
    
    Provide an avenue of communication among the independent auditors, management and
the internal audit services department; and
    
    Review areas of potential significant financial risk to the Company.
 EXECUTIVE OFFICERS OF THE COMPANY
  ExecutiveName
    
    
    Age
    
    
    Position And Offices
    
    Officer SinceThomas T. Hawker
    
    
    65
    
    
    President, CEO and Director
    
    
    1991David A. Heaberlin *
    
    
    58
    
    
    Executive Vice President,
Chief Financial Officer and Treasurer
    
    
    2006Katherine Wohlford *
    
    
    51
    
    
    Executive Vice President and
    
    
    2006Chief Administrative Officer
 
 *
    
    These individuals also serve in their stated capacities for the Bank, except Mr. Hawker is CEO of
only the Company. 6




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Executive OfficerName
    
    
    Age
    
    
    Position And Offices
    
    SinceEd. J. Rocha
    
    
    55
    
    
    President and Chief Operating Officer
    
    
    1997John J. Incandela
    
    
    47
    
    
    Executive Vice President and Chief
Credit Officer
    
    
    2005
        Code of Ethics
  Section 16(a) Beneficial Ownership Reporting Compliance
  7




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ITEM 11. EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Compensation Philosophy and Objectives
  
    
    a total compensation program that is competitive with the compensation practices of
its peer companies;
    
    a substantial portion of their total compensation that is incentive compensation for
achieving pre-established corporate objectives and individual objectives; and
    
    a significant portion of their total compensation in the form of equity-based
compensation so as to align their interests with those of the Companys shareholders.
   ITLA Capital Corp
    
    Vineyard National BancorpMid-State Bancshares
    
    Wilshire Bancorp Inc.Placer Sierra Bancshares
    
    Center Financial CorpTrico Bancshares
    
    Farmers and Merchants BancorpFirst Regional Bancorp
    
    Northern Empire BancsharesNara Bancorp
   Elements of Compensation
  8




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Base Salary
 Annual Incentive Bonus
  
    
    3.6% of the Companys net income after bonus and after tax (Adjusted Net Income)
if the Companys Adjusted Net Income is in excess of $22.66 million;
    
    plus 7.2% of the Companys Adjusted Net Income that is between $22.66 million and
$24.93 million; and
    
    plus 10.8% of the Companys Adjusted Net Income that is in excess of $24.93 million.
  
    
    at least 8% annual growth in net income
    
    at least 12% annual growth in net loans
    
    at least 10% annual growth in deposits
 
    
    at least 4% net interest margin for 2007
    
    at least 1% return on average assets for 2007
    
    at least 13% return on average equity for 2007
    
    no more than 59% efficiency ratio for 2007
    
    no more than .4% of average net loans in loan charge offs
  
    
    CEO 30.7%
    
    Chief Financial Officer 13.86%
    
    Chief Credit Officer 13.86%
    
    Chief Operating Officer 13.86%
    
    Chief Administrative Officer 13.86%
    
    General Counsel 13.86%
 9




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New VenturePayout on
    
    Net Income
    
    Return on
    
    Board Evaluation
    
    ManagementPerformance Goal
    
    (Millions)
    
    Equity (%)
    
    (Score of 2-5)
    
    (Score of 2-5)70%
    
    $
    21.5
    
    
    
    15.6
    
    
    
    2
    
    
    
    280%
    
    $
    22.0
    
    
    
    16.4
    
    
    
    3
    
    
    
    390%
    
    $
    22.5
    
    
    
    17.2
    
    
    
    4
    
    
    
    4100%
    
    $
    23.0
    
    
    
    18.0
    
    
    
    5
    
    
    
    5
  Net Income
    
    
    40
    %Return on Equity
    
    
    40
    %Board Evaluation
    
    
    13
    %New Venture Management
    
    
    7
    %
  Equity Based Long Term Incentive Program
   Post-Employment Executive Compensation
 Salary Continuation Plans
 10




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Change-in-Control Agreements
    11




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Perquisites
 General
 Employment Agreements
     12




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The Role of Executive Officers in Determining Executive Compensation
  Tax Considerations
  13




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SUMMARY COMPENSATION TABLE
 Change inPension ValueandName
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Nonqualifiedand
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Non-Equity
    
    Deferred
    
    All OtherPrincipal
    
    
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Incentive Plan
    
    Compensation
    
    Compensation
    
    TotalPosition
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    Compensation
    
    Earnings ($)
    
    ($)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)
    
    (i)
    
    (j)Thomas T. Hawker,
    
    
    2007
    
    
    
    408,641
    
    
    
    
    
    
    
    
    
    
    
    77,336
    
    
    
    
    
    
    
    190,885
    
    
    
    32,351
    
    
    
    709,213President and
CEO(1)
    
    
    2006
    
    
    
    375,056
    
    
    
    
    
    
    
    
    
    
    
    26,512
    
    
    
    260,209
    
    
    
    172,355
    
    
    
    29,505
    
    
    
    863,637Richard de la Peña,
    
    
    2007
    
    
    
    249,718
    
    
    
    
    
    
    
    
    
    
    
    59,362
    
    
    
    
    
    
    
    43,094
    
    
    
    22,083
    
    
    
    374,257EVP and General
Counsel (2)
    
    
    2006
    
    
    
    96,472
    
    
    
    
    
    
    
    
    
    
    
    71,783
    
    
    
    59,362
    
    
    
    19,768
    
    
    
    38,990
    
    
    
    286,375David A. Heaberlin
    
    
    2007
    
    
    
    236,634
    
    
    
    
    
    
    
    
    
    
    
    69,843
    
    
    
    
    
    
    
    47,343
    
    
    
    28,870
    
    
    
    382,690EVP and CFO (3)
    
    
    2006
    
    
    
    109,297
    
    
    
    
    
    
    
    
    
    
    
    72,428
    
    
    
    62,923
    
    
    
    21,717
    
    
    
    60,472
    
    
    
    326,837John J. Incandela
    
    
    2007
    
    
    
    210.508
    
    
    
    
    
    
    
    
    
    
    
    38,668
    
    
    
    
    
    
    
    14,932
    
    
    
    28,653
    
    
    
    292,761EVP and Chief
Credit Officer of
Bank (4)
    
    
    2006
    
    
    
    199,381
    
    
    
    
    
    
    
    
    
    
    
    13,256
    
    
    
    98,079
    
    
    
    12,254
    
    
    
    20,687
    
    
    
    343,657Ed J. Rocha
    
    
    2007
    
    
    
    287,042
    
    
    
    
    
    
    
    
    
    
    
    38,668
    
    
    
    
    
    
    
    31,986
    
    
    
    41,175
    
    
    
    398,871President and Chief
Operating Officer
of Bank (5)
    
    
    2006
    
    
    
    275,009
    
    
    
    
    
    
    
    
    
    
    
    13,256
    
    
    
    161,130
    
    
    
    29,351
    
    
    
    35,468
    
    
    
    514,214Katherine Wohlford,
    
    
    2007
    
    
    
    201,258
    
    
    
    
    
    
    
    
    
    
    
    70,095
    
    
    
    
    
    
    
    22,444
    
    
    
    28,870
    
    
    
    322,667EVP and CAO (6)
    
    
    2006
    
    
    
    125,980
    
    
    
    
    
    
    
    
    
    
    
    80,603
    
    
    
    74,203
    
    
    
    15,233
    
    
    
    47,143
    
    
    
    343,162
 
 1.
    
    2007: The all other compensation amount for Mr. Hawker includes Company contributions
under the Companys retirement plans ($12,875), payment of taxes ($6,564), cost of lodging
for spouse on incentive cruise ($4,516), personal use of the Company car ($455),
miscellaneous unreimbursed expenses ($2,611) the cost of travel, meals and lodging for
Company planning retreats for his spouse and Company gifts ($5,330) and membership dues.2006: The all other compensation amount for Mr. Hawker includes Company contributions under
the Companys retirement plans ($12,550), payment of taxes ($5,611), incentive cruise
($3,715), personal use of the Company car ($2,600), membership dues, the cost of travel,
meals and lodging for Company retreats for his spouse, and Company gifts.2.
    
    2007: The all other compensation amount for Mr. de la Peña includes contributions under
the Companys retirement plans ($12,875), payment of taxes ($83), car allowance ($9,000),
and company gifts ($125). Mr. de la Peña ceased to be an executive officer and employee on
March 18, 2008, but is included in the compensation tables since he was serving as an
executive officer at December 31, 2007. 14




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2006: The other compensation amount for Mr. de la Peña includes payment of taxes ($60),
auto allowance ($4,500), moving allowance ($30,000), spouse gifts ($90) and health claim
costs due to non-discrimination testing ($590).3.
    
    2007: The all other compensation for Mr. Heaberlin includes Company contributions under
the Companys retirement plans ($12,875), car allowance ($9,000), the cost of travel, meals
and lodging for the Company planning retreats for spouse ($4,197) and payment of taxes
($2,798).2006: Mr. Heaberlin was employed by the Company in June, 2006, and the all other
compensation for him includes a moving allowance ($45,000), Company contributions under the
Companys retirement plans ($10,110), car allowance ($4,500), the cost of travel, meals and
lodging for Company retreats for spouse, and payment of taxes.4.
    
    2007: Mr. Incandelas all other compensation included Company contributions under the
Companys retirement plans ($12,450), car allowance ($9,000), Company planning retreats for
spouse and Company gifts ($4,322) and payment of taxes ($2,881).2006: Mr. Incandelas all other compensation included Company contributions under the
Companys retirement plans ($10,300), car allowance ($9,000), Company retreats for spouse,
and payment of taxes.5.
    
    2007: Mr. Rochas all other compensation included Company contributions under the
Companys retirement plans ($12,875), car allowance ($12,000), payment of taxes ($6,520),
cost of lodging for spouse on incentive cruise ($4,516), membership dues and the cost of
travel meals and lodging for spouse for Companys planning retreat ($4,839) and Company
gifts ($425).2006: Mr. Rochas all other compensation included Company contributions under the Companys
retirement plans ($12,550), car allowance ($12,000), payment of taxes ($4,367), incentive
cruise ($3,715), membership dues, the cost of travel, meals and lodging for Company retreats
for his spouse, and Company gifts.6.
    
    2007:The all other compensation for Ms. Wohlford included Company contributions under
the Companys retirement plans ($12,875), car allowance ($9,000), the cost of travel, meals
and lodging for Companys planning retreats for her spouse ($4,197) and payment of taxes
($2,798).2006: Ms. Wohlford was employed by the Company in March 2006 and all other compensation
included a moving allowance ($30,000), Company contributions under the Companys retirement
plans ($9,006), car allowance ($6,750), the cost of travel, meals and lodging for Company
retreats for her spouse, and payment of taxes. 15




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GRANTS OF PLAN-BASED AWARDS FOR 2007
  Estimated Future
    
    All Other OptionPayouts Under Non-
    
    Awards: Number
    
    Exercise orEquity Incentive Plan
    
    of Securities
    
    Base PriceAwards
    
    Underlying
    
    of Option
    
    Grant Date FairGrant
    
    Threshold
    
    Target
    
    Options
    
    Awards
    
    Value of Stock andName
    
    Date
    
    ($)
    
    ($)
    
    (#)
    
    ($/Share)
    
    Option Awards(a)
    
    (b)
    
    (c)
    
    (d)
    
    (j)
    
    (k)
    
    (l)Thomas T. Hawker
    
    
    01/2/07
    
    
    
    
    
    
    
    N/A
    
    
    
    10,000
    
    
    $
    32.09
    
    
    $
    101,934Richard de la Peña
    
    
    01/2/07
    
    
    
    
    
    
    
    N/A
    
    
    
    5,000
    
    
    $
    32.09
    
    
    $
    50,967David A. Heaberlin
    
    
    01/2/07
    
    
    
    
    
    
    
    N/A
    
    
    
    5,000
    
    
    $
    32.09
    
    
    $
    50,967John J. Incandela
    
    
    01/2/07
    
    
    
    
    
    
    
    N/A
    
    
    
    5,000
    
    
    $
    32.09
    
    
    $
    50,967Ed J. Rocha
    
    
    01/02/07
    
    
    
    
    
    
    
    N/A
    
    
    
    5,000
    
    
    $
    32.09
    
    
    $
    50,967Katherine Wohlford
    
    
    01/02/07
    
    
    
    
    
    
    
    N/A
    
    
    
    5,000
    
    
    $
    32.09
    
    
    $
    50,967
   16




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OUTSTANDING EQUITY AWARDS AT 2007 FISCAL YEAR-END
  OPTION AWARDSEquityIncentivePlanNumber
    
    
    
    
    
    Awards:of
    
    Number of
    
    Number ofSecurities
    
    Securities
    
    SecuritiesUnderlying
    
    Underlying
    
    UnderlyingUnexercised
    
    Unexercised
    
    Unexercised
    
    OptionOptions
    
    Options
    
    Unearned
    
    Exercise(#)
    
    (#)
    
    Options
    
    Price
    
    OptionName
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($)
    
    Expiration Date(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)Thomas T. Hawker
    
    
    14,583
    
    
    
    
    
    
    
    
    
    
    
    6.06
    
    
    
    1/23/1113,890
    
    
    
    
    
    
    
    
    
    
    
    8.72
    
    
    
    1/22/1213,230
    
    
    
    
    
    
    
    
    
    
    
    12.44
    
    
    
    1/28/135,942
    
    
    
    
    
    
    
    
    
    
    
    21.06
    
    
    
    1/13/14356
    
    
    
    
    
    
    
    
    
    
    
    21.06
    
    
    
    1/13/1412,599
    
    
    
    
    
    
    
    
    
    
    
    26.06
    
    
    
    1/03/154,292
    
    
    
    2,500
    
    
    
    
    
    
    
    32.84
    
    
    
    12/13/153,208
    
    
    
    
    
    
    
    
    
    
    
    32.84
    
    
    
    12/13/152,500
    
    
    
    7,500
    
    
    
    
    
    
    
    32.09
    
    
    
    1/2/17David A. Heaberlin
    
    
    6,134
    
    
    
    6,134
    
    
    
    
    
    
    
    32.61
    
    
    
    6/19/161,366
    
    
    
    1,366
    
    
    
    
    
    
    
    32.61
    
    
    
    6/19/161,250
    
    
    
    3,750
    
    
    
    
    
    
    
    32.09
    
    
    
    1/2/17John J. Incandela
    
    
    2,500
    
    
    
    1,250
    
    
    
    
    
    
    
    32.84
    
    
    
    12/13/151,250
    
    
    
    
    
    
    
    
    
    
    
    32.84
    
    
    
    12/13/151,250
    
    
    
    3,750
    
    
    
    
    
    
    
    32.09
    
    
    
    1/2/17Richard de la Peña
    
    
    7,500
    
    
    
    7,500
    
    
    
    
    
    
    
    32.31
    
    
    
    5/16/161,250
    
    
    
    3,750
    
    
    
    
    
    
    
    32.09
    
    
    
    1/2/17Ed J. Rocha
    
    
    5,754
    
    
    
    
    
    
    
    
    
    
    
    3.81
    
    
    
    7/11/085,290
    
    
    
    
    
    
    
    
    
    
    
    5.82
    
    
    
    3/23/097,290
    
    
    
    
    
    
    
    
    
    
    
    6.06
    
    
    
    1/23/116,944
    
    
    
    
    
    
    
    
    
    
    
    8.72
    
    
    
    1/22/126,615
    
    
    
    
    
    
    
    
    
    
    
    12.18
    
    
    
    1/02/136,300
    
    
    
    
    
    
    
    
    
    
    
    18.62
    
    
    
    8/01/135,934
    
    
    
    
    
    
    
    
    
    
    
    21.06
    
    
    
    1/13/14365
    
    
    
    
    
    
    
    
    
    
    
    21.06
    
    
    
    1/13/146,300
    
    
    
    
    
    
    
    
    
    
    
    26.06
    
    
    
    1/03/1515,000
    
    
    
    
    
    
    
    
    
    
    
    34.42
    
    
    
    11/29/153,750
    
    
    
    1,250
    
    
    
    
    
    
    
    32.84
    
    
    
    12/13/151,250
    
    
    
    3,750
    
    
    
    
    
    
    
    32.09
    
    
    
    1/2/17Katherine Wohlford
    
    
    5,732
    
    
    
    5,732
    
    
    
    
    
    
    
    34.88
    
    
    
    3/29/161,768
    
    
    
    1,768
    
    
    
    
    
    
    
    34.88
    
    
    
    3/29/161,250
    
    
    
    3,750
    
    
    
    
    
    
    
    32.09
    
    
    
    1/2/17
  OPTIONS EXERCISES
  17




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##### Table of Contents



PENSION BENEFITS FOR 2007
  Present
    
    PaymentsNumber of Years
    
    Value of Accumulated
    
    During LastCredited Service
    
    Benefit
    
    Fiscal YearName
    
    Plan Name
    
    (#)
    
    ($)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)Thomas T. Hawker
    
    Salary Continuation Agreement
    
    16
    
    1,451,922
    
    Richard de la Peña
    
    Salary Continuation Agreement
    
    1
    
    78,012
    
    David A. Heaberlin
    
    Salary Continuation Agreement
    
    1
    
    83,943
    
    John J. Incandela
    
    Salary Continuation Agreement
    
    2
    
    32,342
    
    Ed J. Rocha
    
    Salary Continuation Agreement
    
    12
    
    262,698
    
    Katherine Wohlford
    
    Salary Continuation Agreement
    
    1
    
    42,275
    
    
  18




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##### Table of Contents



Employment Contracts, Termination of Employment and Change-in-Control Arrangements
   CHANGE IN CONTROL
    
    
    TERMINATION WITHOUT CAUSEBonus /
    
    
    Health
    
    
    VestingNon-equity
    
    
    Insur-
    
    
    of
    
    
    Salary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Healthincentive
    
    
    ance
    
    
    Options
    
    
    Continu-
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Insur-Salary
    
    
    compensation
    
    
    (1)
    
    
    (2)
    
    
    ation (3)
    
    
    Total
    
    
    Salary
    
    
    Bonus
    
    
    ance
    
    
    TotalThomas T. Hawker
    
    $
    615,000
    
    
    $
    174,128
    
    
    $
    12,072
    
    
    $
    
    
    
    $
    
    
    
    $
    801,200
    
    
    $
    410,000
    
    
    $
    
    
    
    $
    
    
    
    $
    410,000David A. Heaberlin
    
    $
    239,000
    
    
    $
    32,861
    
    
    $
    8,048
    
    
    $
    
    
    
    $
    382,963
    
    
    $
    662,872
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    John J. Incandela
    
    $
    212,000
    
    
    $
    56,960
    
    
    $
    8,048
    
    
    $
    
    
    
    $
    274,543
    
    
    $
    551,551
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Ed J. Rocha
    
    $
    288,750
    
    
    $
    104,006
    
    
    $
    8,048
    
    
    $
    
    
    
    $
    64,043
    
    
    $
    464,847
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Katherine Wohlford
    
    $
    205,000
    
    
    $
    38,501
    
    
    $
    8,048
    
    
    $
    
    
    
    $
    332,561
    
    
    $
    584,110
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 
 (1)
    
    Based on current premiums.(2)
    
    Represents the difference between the market price of the Companys stock at December 31,
2007 and the weighted average exercise price of the options that would vest on a change in
control multiplied by the number of options that would become fully vested on a change in
control. Includes only in-the-money options.(3)
    
    Represents the present value of the fully vested salary continuation benefit, using interest
rate assumptions consistent with those used in the Companys financial statements, less the
present value of the accumulated benefit as of December 31, 2007, excluding the change in
control provisions. 19




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##### Table of Contents



Directors Compensation
      20




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##### Table of Contents



DIRECTOR SUMMARY COMPENSATION TABLE 2007
 Change inPensionFees
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value andEarned or
    
    
    
    
    
    Option
    
    Non-Equity
    
    NonqualifiedPaid in
    
    Stock
    
    Awards
    
    Incentive Plan
    
    Deferred
    
    All OtherCash
    
    Awards
    
    ($)
    
    Compensation
    
    Compensation
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)
    
    (2)
    
    ($)
    
    Earnings
    
    ($)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)Dorothy L. Bizzini
    
    
    45,225
    
    
    
    
    
    
    
    22,872
    
    
    
    
    
    
    
    9,515
    
    
    
    4,632
    
    
    
    82,244Donald T. Briggs
    
    
    48,362
    
    
    
    
    
    
    
    13,364
    
    
    
    
    
    
    
    
    
    
    
    436
    
    
    
    62,162David X. Bonnar
    
    
    43,000
    
    
    
    
    
    
    
    22,872
    
    
    
    
    
    
    
    1,371
    
    
    
    4,632
    
    
    
    71,875Jerry E. Callister
    
    
    63,950
    
    
    
    
    
    
    
    22,872
    
    
    
    
    
    
    
    17,741
    
    
    
    4,632
    
    
    
    104,195John D. Fawcett
    
    
    49,225
    
    
    
    
    
    
    
    22,872
    
    
    
    
    
    
    
    14,598
    
    
    
    4,632
    
    
    
    91,327Curtis R. Grant
    
    
    41,700
    
    
    
    
    
    
    
    11,928
    
    
    
    
    
    
    
    
    
    
    
    4,632
    
    
    
    58,260G. Michael Graves
    
    
    60,450
    
    
    
    
    
    
    
    22,872
    
    
    
    
    
    
    
    
    
    
    
    5,883
    
    
    
    89,205Curtis A. Riggs
    
    
    43,525
    
    
    
    
    
    
    
    22,872
    
    
    
    
    
    
    
    
    
    
    
    4,632
    
    
    
    71,029Gerald L. Tahajian
    
    
    44,550
    
    
    
    
    
    
    
    34,801
    
    
    
    
    
    
    
    
    
    
    
    5,759
    
    
    
    85,110Tom Van Groningen
(1)
    
    
    22,600
    
    
    
    
    
    
    
    45,870
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    68,470
 
 (1)
    
    Director Van Groningen retired on May 31, 2007(2)
    
    Stock options are granted to Directors as follows: 
    
    4,500 options granted upon appointment to Board of Directors
    
    4,500 options granted on every three year anniversary
    
    4,500 options granted upon five year anniversary  one time grant
 21




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##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  Compensation Committee Report
  COMPENSATION COMMITTEEMr. Riggs, ChairMrs. BizziniMr. TahajianDated: May 16, 2008
 
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
 Securities Authorized for Issuance Under Equity Compensation Plans
  (c)No. of securities remaining(a)
    
    
    (b)
    
    
    available for future issuanceNo. of securities to be
    
    
    Weighted average
    
    
    under equity compensationissued upon exercise of
    
    
    exercise price of
    
    
    plans (excluding securitiesoutstanding option,
    
    
    outstanding option,
    
    
    reflected inPlan category
    
    warrants and rights
    
    
    warrants and rights
    
    
    column (a))Equity compensation
plans approved by
securities holders
    
    
    849,159
    
    
    $
    22.55
    
    
    
    610,490Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    849,159
    
    
    $
    22.55
    
    
    
    610,490
  22




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##### Table of Contents



Beneficial Ownership of Executive Officers and Directors
  BENEFICIALLY OWNEDDETAILSSHARES/OPTIONS
    
    SCHEDULENAME OF BENEFICIAL OWNER
    
    (1)
    
    BELOW
    
    PERCENTAGE (1)Dorothy L. Bizzini
    
    
    92,250
    
    
    
    (2
    )
    
    
    *
    *David X. Bonnar
    
    
    10,812
    
    
    
    (3
    )
    
    
    *
    *Donald T. Briggs, Jr.
    
    
    63,542
    
    
    
    (4
    )
    
    
    *
    *Jerry E. Callister
    
    
    29,950
    
    
    
    (5
    )
    
    
    *
    *John D. Fawcett
    
    
    50,177
    
    
    
    (6
    )
    
    
    *
    *Curtis R. Grant
    
    
    13,675
    
    
    
    (7
    )
    
    
    *
    *G. Michael Graves
    
    
    35,055
    
    
    
    (8
    )
    
    
    *
    *Thomas T. Hawker
    
    
    240,243
    
    
    
    (9
    )
    
    
    2.22
    %David A. Heaberlin
    
    
    17,521
    
    
    
    (10
    )
    
    
    *
    *John J. Incandela
    
    
    9,130
    
    
    
    (11
    )
    
    
    *
    *Curtis A. Riggs
    
    
    39,233
    
    
    
    (12
    )
    
    
    *
    *Ed J. Rocha
    
    
    104,925
    
    
    
    (13
    )
    
    
    *
    *Gerald L. Tahajian
    
    
    46,130
    
    
    
    (14
    )
    
    
    *
    *Katherine Wohlford
    
    
    16,287
    
    
    
    (15
    )
    
    
    *
    *All Executive Officers
and Directors of the
Company and Bank as a
Group  14 in number.
    
    
    768,930
    
    
    
    
    
    
    
    7.12
    %
  
 **
    
    Indicates that the percentage of outstanding shares beneficially owned is less than
one percent (1%).1)
    
    Includes shares beneficially owned (including options exercisable within 60 days of the
record date, April 21, 2008, directly and indirectly together with associates. Subject to
applicable community property laws and shared voting and investment power with a spouse,
the persons listed have sole voting and investing power with respect to such shares unless
otherwise noted.2)
    
    Includes 76,486 shares held as trustee in the Bizzini Family Trust, 10,438 shares held
in pension plan, 3,076 in individual name and 2,250 shares under stock options which are
exercisable currently or within 60 days of April 21, 2008.3)
    
    Includes 3,162 shares held in Mr. Bonnars IRA plan, and 7,650 shares under stock
options which are exercisable currently or within 60 days of April 21, 2008.4)
    
    Includes 6,000 shares held individually by Mr. Briggs and 57,542 shares under stock
options which are exercisable currently or within 60 days of April 21, 2008.5)
    
    Includes 22,300 shares held as trustee in the Callister Family Trust and 7,650 shares
under stock options which are exercisable currently or within 60 days of April 21, 2008. 23




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##### Table of Contents



6)
    
    Includes 21,231 shares held individually by Mr. Fawcett, 14,198 held by spouse, and
14,748 shares under stock options which are exercisable currently or within 60 days of
April 21, 2008.7)
    
    Includes 10,300 shares held in Mr. Grants Family Trust and 3,375 shares under stock
options which are exercisable currently or within 60 days of April 21, 2008.8)
    
    Includes 8,787 shares held in joint tenancy with spouse, 720 are held through
individually by Mr. Graves and 25,548 shares under stock options which are exercisable
currently or within 60 days of April 21, 2008.9)
    
    Includes 77,735 shares held in Mr. Hawkers trust, 6,723 shares held by his spouses
IRA, 34,587 held in Mr. Hawkers IRA, 1,705 shares held with daughter jointly, 20,853
shares held through the Company ESOP, 25,538 shares held through the Company 401(k), and
73,102 shares under stock options which are exercisable currently or within 60 days of
April 21 2008.10)
    
    Includes 2,175 shares held through Mr. Heaberlins Company 401(k), 1,594 shares held
through the Company ESOP and 13,752 shares under stock options which are exercisable
currently or within 60 days of April 21, 2008.11)
    
    Includes 1,500 shares held individually by Mr. Incandela, 190 shares held through the
Company 401(k), 1,189 shares held in ESOP, and 6,251 shares under stock options which are
exercisable currently or within 60 days of March 7, 2008.12)
    
    Includes 3,130 shares held in Mr. Riggs IRA, 2,700 shares held in his corporations
name, 5,274 shares held in a family trust, 4,032 shares held in the name of spouse and
4,798 shares held in the name of children, and 19,299 shares under stock options which are
exercisable currently or within 60 days of April 21, 2008.13)
    
    Includes 10,607 shares held in Mr. Rochas IRA, 12,026 shares held through the Company
ESOP, 10,250 shares in the Company 401(k) and 72,042 shares under stock options which are
exercisable currently or within 60 days of April 21, 2008.14)
    
    Includes 10,158 shares held in the Tahajian Family Trust, 15,043 shares held in a
corporate profit sharing plan and 20,929 shares under stock options which are exercisable
currently or within 60 days of April 21, 2008.15)
    
    Includes 1,645 shares held in Ms. Wohlfords Company 401(k), 891 shares through the
Company ESOP and 13,751 shares under stock options which are exercisable currently or
within 60 days of April 21, 2008. 24




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##### Table of Contents



Principal Shareholders
  Percentage ofNumber of Shares
    
    OutstandingName and Address:
    
    Beneficially Owned
    
    Beneficially Owned1867 Western Financial Corporation
PO BOX 1110
Stockton, CA 95201-1110
    
    
    1,229,911
    (1)
    
    
    11.40
    %Wellington Management Company, LLP
75 State Street
Boston, MA 02109
    
    
    955,569
    
    
    
    7.1
    %Banc Funds Company, L.L.C
208 S. La Salle Street
Chicago IL 60604
    
    
    709,213
    
    
    
    6.57
    %
 
 (1)
    
    As of February 20, 2008 as set forth in a Schedule 13D filing with the SEC. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
 Indebtedness of Management
  Transactions with Related Persons
  Board Independence
  25




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##### Table of Contents



ITEMS 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
 Auditor Fees
  Fiscal Year
    
    
    Fiscal YearAuditor Fees
    
    2007
    
    
    2006Category of Services:Audit fees (1)
    
    $
    1,645,000
    
    
    $
    450,000Audit-related fees (2)
    
    $
    30,000
    
    
    $
    10,675Tax fees (3)
    
    $
    
    
    
    $
    39,000Subtotal
    
    $
    1,675,000
    
    
    $
    499,675All other fees
    
    $
    
    
    
    $
    
 
 (1)
    
    Services include the audit of the Companys annual financial statements and review of
financial statements included in the Companys Quarterly Reports on Form 10-Q or services that
are normally provided by the accountant in connection with statutory and regulatory filings or
engagements.(2)
    
    Services include assurance and related services by the auditor that are reasonably related to
the performance of the audit or review of the Companys financial statements and are not
reported under Audit Fees.(3)
    
    Services include tax compliance, tax advice, and tax planning. Services in this category
rendered during 2007 and 2006 include time and materials for the preparation, review and
filing of the Companys and the Companys subsidiaries federal and California state tax
returns, quarterly review of estimated tax payments and support related to tax audits by
federal or state agencies. Change in Independent Public Accountants
   
    
    Management identified and included in its assessment material weaknesses related to the
allowance for loan losses that arose from ineffective policies and procedures related to:
appropriate risk classification of the loan portfolio; timely identification and monitoring of
problem loans by sufficient levels of qualified and trained personnel; timely and accurate
preparation and review of adequate documentation for SFAS 114, Accounting by Creditors for
Impairment of a Loan (SFAS No. 114) analysis; and providing information about at risk loans
on a timely basis, including appraisals necessary to support the valuations of collateral included in
the Companys SFAS No. 114 analysis.
    
    Management also identified and included in its assessment a material weakness arising from
ineffective entity-level controls to ensure that the appropriate accounting policies are selected and
updated as circumstances change, and that the necessary policies and procedures for preparation of
the financial statements are implemented and understood by company personnel.
    
    Management also identified and included in its assessment material weaknesses arising from
ineffective policies and procedures related to: accounting for investments in limited partnerships,
affordable housing partnerships and Other Real Estate Owned; accounting, presentation and
disclosure of liabilities associated with mechanics liens, bonded stop notices on loans, and the
associated potential insurance recoveries; and the determination of minimum lease commitments.  Pre-approval Policies
    26




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##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 (a) Financial Statements and Schedules
  (b) Exhibits (Numbered in accordance with Item 601 of Regulation S-K)
  (c) Financial Statement Schedules
  27




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##### Table of Contents



SIGNATURES
  CAPITAL CORP OF THE WESTDate: May 20, 2008
    By:
    /s/ Thomas T. HawkerTHOMAS T. HAWKERPresident and Chief Executive Officer
(Principal Executive Officer)Date: May 20, 2008
    By:
    /s/ David A. HeaberlinDAVID A. HEABERLINExecutive Vice President and
Chief Financial Officer and Principal Accounting Officer
(Principal Financial and Accounting Officer) 28




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##### Table of Contents



Signature
    
    Capacity
    
    Date/s/ Jerry E. Callister

JERRY E. CALLISTER
    
    Chairman of the
Board of Directors
    
    May 20, 2008/s/ Thomas T. Hawker

THOMAS T. HAWKER
    
    Director/CEO and
Principal Executive Officer
    
    May 20, 2008/s/ David A. Heaberlin

DAVID A. HEABERLIN
    
    Chief Financial Officer
Principal Financial and
Accounting Officer
    
    May 20, 2008/s/ Dorothy L. Bizzini

DOROTHY L. BIZZINI
    
    Director
    
    May 20, 2008/s/ David X. Bonnar

DAVID X. BONNAR
    
    Director
    
    May 20, 2008/s/ Donald T. Briggs, Jr

DONALD T. BRIGGS, JR.
    
    Director
    
    May 20, 2008/s/ John D. Fawcett

JOHN D. FAWCETT
    
    Director
    
    May 20, 2008/s/ Curtis R. Grant

CURTIS R. GRANT
    
    Director
    
    May 20, 2008/s/ G. Michael Graves

G. MICHAEL GRAVES
    
    Director
    
    May 20, 2008/s/ Curtis A. Riggs

CURTIS A. RIGGS
    
    Director
    
    May 20, 2008/s/ Gerald L. Tahajian

GERALD L. TAHAJIAN
    
    Director
    
    May 20, 2008
 29




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##### Table of Contents



Exhibit Index
  ExhibitNumber
    
    Exhibit2.1
    
    Purchase and Assumption Agreement by and between National Bank
of Arizona and County Bank dated June 11, 2007 (incorporated by
reference to Exhibit 2.1 on Form 8-K of the registrant filed
November 8, 20072.2
    
    Stock Purchase Agreement between Capital Corp of the West and
Bay View Funding, as amended by Amendment (incorporated by
reference to Exhibit 2.2 of the report on Form 10-Q filed
November 9, 2007) as amended by Amendment No. 1 to Stock
Purchase Agreement between Capital Corp of the West and Bay
View Funding dated October 5, 2007 (incorporated by reference
to Exhibit 2.3 of the report on Form 10-Q/A filed February 4,
2008)3.1
    
    Articles of Incorporation as in effect on April 8, 2005
(incorporated by reference to Exhibit 3.2 of Amendment No. 1 to
the registrants Quarterly Report on Form 10-Q for the quarter
ended March 31, 2005).3.2
    
    Bylaws (incorporated by reference to Exhibit 3.2 of the
registrants Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996)3.3
    
    Rights Agreement between Capital Corp of the West and Harris
Trust Company of California dated as of September 26, 2007,
including Form of Right Certificate attached thereto as Exhibit
B (incorporated by reference to Exhibit 4 to the registrants
Registration Statement on Form 8-A filed on October 1, 1997)
and amended by Amendment to Rights Agreement dated as of
September 26, 2007 between Capital Corp of the West and
Computershare Trust Company, N.A. (incorporated by reference to
Exhibit 4.2 of Registration Statement on Form 8-A/A filed
September 27, 2007.4.1
    
    Indenture, dated as of February 22, 2001 between Capital Corp
of the West, as Issuer, and State Street Bank and Trust Company
of Connecticut, National Association, as Trustee (incorporated
by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q of
the registrant for the quarter ended September 30, 2003)4.2
    
    Amended and Restated Declaration of Trust of County Statutory
Trust I by and between State Street Bank and Trust Company of
Connecticut, National Association, as Trustee, and Capital Corp
of the West, as Sponsor (incorporated by reference to
Exhibit 4.2 to Quarterly Report on Form 10-Q of the registrant
for the quarter ended September 30, 2003)4.3
    
    Indenture, dated as of December 17, 2003 between Capital Corp
of the West, as Issuer, and U S. Bank National Association as
Trustee (incorporated by reference to Exhibit 4.3 to Annual
Report on Form 10-K of the registrant for the year ended
December 31, 2003)4.4
    
    Amended and Restated Declaration of Trust of County Statutory
Trust II by and among U. S. Bank National Association, as
Institutional Trustee, and Capital Corp of the West, as Sponsor
and Kenneth K. Lee, Janey Cabral, and David Curtis, as
Administrators, dated as of December 17, 2003 (incorporated by
reference to Exhibit 4.4 to Annual Report on Form 10-K of the
registrant for the year ended December 31, 2003)4.5
    
    Indenture, dated as of June 23, 2006, between Capital Corp of
the West, as Issuer, and State Street Bank and Trust of
Connecticut, National Association, as Trustee (incorporated by
reference to Exhibit 4.5 to Annual Report on Form 10-K of the
registrant for the year ended December 31, 2007)4.6
    
    Amended and Restated Declaration of Trust of County Statutory
Trust III by and between State Street Bank and Trust Company of
Connecticut, National Association, as Trustee, and Capital Corp
of the West, as Sponsor, dated as of June 23, 2006
(incorporated by reference to Exhibit 4.6 to Annual Report on
Form 10-K of the
 E-1




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##### Table of Contents



ExhibitNumber
    
    Exhibitregistrant for the year ended December 31,
2007)4.7
    
    Indenture, dated as of October 31, 2007, between Capital Corp
of the West, as Issuer, and State Street Bank and Trust Company
of Connecticut, National Association, as Trustee (incorporated
by reference to Exhibit 4.7 to Annual Report on Form 10-K of
the registrant for the year ended December 31, 2007)4.8
    
    Amended and Restated Declaration of Trust of County Statutory
Trust IV by and between State Street Bank and Wilmington Trust
Company, as Trustee, and Capital Corp of the West, as Sponsor,
dated as of October 31, 2007(incorporated by reference to
Exhibit 4.8 to Annual Report on Form 10-K of the registrant for
the year ended December 31, 2007)10.1
    
    Employment Agreement between Thomas T. Hawker and Capital Corp.
of the West dated January 1, 2005 (incorporated by reference to
Exhibit 10 to Quarterly Report on Form 10-Q of the registrant
for the Quarter Ended March 31, 2005)
    
    *10.2
    
    Form of Severance Agreement for certain executive officers of
the registrant (incorporated by reference to Exhibit 99.1 to
Current Report on Form 8-K of the registrant dated December 27,
2004)
    
    *10.3
    
    Director Elective Income Deferral Agreement (incorporated by
reference to Exhibit 99.1 to Current Report on Form 8-K of the
registrant dated December 23, 2004)
    
    *10.4
    
    1992 Stock Option Plan (incorporated by reference to Exhibit
10.6 of the Annual Report on Form 10-K of the registrant for
the year ended December 31, 1995).
    
    *10.5
    
    2002 Stock Option Plan (incorporated by reference to Exhibit A
to the registrants proxy statement dated March 13, 2002)
    
    *10.6
    
    Salary Continuation Agreement dated July 20, 2005, between
Capital Corp of the West and John J. Incandela, Executive Vice
President and Chief Credit Officer of the Bank (filed as
Exhibit 99.1 to Current Report on Form 8-K of the registrant
dated February 14, 2006)
    
    *10.7
    
    Severance Agreement dated June 20, 2005 between Capital Corp of
the West and John J. Incandela (Filed as Exhibit 99.2 to
Current Report on Form 8-K of the registrant dated February 14,
2006).
    
    *10.8
    
    Amended Executive Salary Continuation Agreement between senior
executive management and Capital Corp of the West.
(incorporated by reference to Exhibit 10.10 to Quarterly Report
on Form 10-Q of the registrant for the quarter ended September
30, 2003).
    
    *10.9
    
    Press Release of the registrant dated November 29, 2005
announcing acceleration of stock option vesting (incorporated
by reference to Exhibit 99.1 to Current Report on Form 8-K of
the registrant dated November 29, 2005).
    
    *10.10
    
    Salary Continuation Agreement dated April 1, 2006, between
Capital Corp of the West and Katherine Wohlford, Executive Vice
President and Chief Administrative Officer of the Bank (filed
as Exhibit 99.1 to Current Report on Form 8-K of the registrant
dated April 7, 2006, as amended by Amendment No. 1)
    
    *10.11
    
    Severance Agreement dated March 29, 2006 between Capital Corp
of the West and Katherine Wohlford (Filed as Exhibit 99.2 to
Current Report on Form 8-K of the registrant dated April 7,
2006, as amended by Amendment No. 1).
    
    *10.12
    
    Salary Continuation Agreement dated June 26, 2006, between
Capital Corp of the West and Richard de la Pena, Executive Vice
President and General Counsel of the Bank (filed as Exhibit
99.1 to Current Report on Form 8-K of the registrant dated July
7, 2006)
    
    *10.13
    
    Severance Agreement dated June 26, 2006 between Capital Corp of
the West and Richard de la Pena (Filed as Exhibit 99.2 to
Current Report on Form 8-K of the registrant dated July 7,
2006).
    
    *10.14
    
    Salary Continuation Agreement dated June 19, 2006, between
Capital Corp of the West and David A. Heaberlin, Executive Vice
President and Chief Financial Officer of the Bank (filed as
Exhibit 99.1 to Current Report on Form 8-K of the registrant
dated July 7, 2006)
    
    *10.15
    
    Severance Agreement dated June 19, 2006 between Capital Corp of
the West and David A. Heaberlin (Filed as Exhibit 99.2 to
Current Report on Form 8-K of the registrant dated July 7,
2006).
    
    *10.16
    
    Form of Director Elective Income Deferral Agreement (Filed as
Exhibit 99.1 to Current Report on Form 8-K of the registrant
dated December 15, 2006)
    
    *
 E-2




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##### Table of Contents



ExhibitNumber
    
    Exhibit10.17
    
    Director Elective Income Deferral Agreement between Dorothy
Bizzini and the registrant dated December 15, 2006 (Filed as
Exhibit 99.1 to Current Report on Form 8-K of the registrant
dated December 15, 2006)
    
    *10.18
    
    Director Elective Income Deferral Agreement between David
Bonnar and the registrant dated December 15, 2006 (Filed as
Exhibit 99.1 to Current Report on Form 8-K of the registrant
dated December 15, 2006)
    
    *10.19
    
    Director Elective Income Deferral Agreement between John
Fawcett and the registrant dated December 15, 2006 (Filed as
Exhibit 99.1 to Current Report on Form 8-K of the registrant
dated December 15, 2006)
    
    *10.20
    
    Director Elective Income Deferral Agreement between Jerry E.
Callister and the registrant dated December 15, 2006 (Filed as
Exhibit 99.1 to Current Report on Form 8-K of the registrant
dated December 15, 2006)
    
    *11
    
    Statement Regarding the Computation of Earnings Per Share
(incorporated herein by reference from Note 1 of the Companys
Consolidated Financial Statements, filed as Exhibit 13 to
Annual Report on Form 10-K of the registrant for the year ended
December 31, 2007).14
    
    Code of Ethics (incorporated by reference to Exhibit 99.1 to
Current Report on Form 8-K of the registrant dated December 7,
2004).21
    
    List of Subsidiaries (incorporated by reference to Exhibit 21
to Annual Report on Form 10-K of the registrant for the year
ended December 31, 2007)23.1
    
    Consent of Independent Registered Public Accounting Firm
(incorporated by reference to exhibits to Annual Report on Form
10-K of the registrant for the year ended December 31, 2007)31.1
    
    Certification of Registrants Chief Executive Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Registrants Chief Financial Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of Registrants Chief Executive Officer Pursuant
to 18 U.S.C. Section 135032.2
    
    Certification of Registrants Chief Financial Officer Pursuant
to 18 U.S.C. Section 1350
 
 *
    
    Denotes management contract or compensatory plan arrangement. E-3