##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D. C.
    20549
  Form 10-K
   þ

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) 
    OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended
    December 31, 2007o

TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) 
    OF THE SECURITIES EXCHANGE ACT OF 1934For the Transition Period
    from          to   Commission File
    Number: 0-27384
  CAPITAL CORP OF THE
    WEST
 (Exact name of registrant as
    specified in its charter)
  California

77-0405791(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)550 West Main Street, Merced, California

95340(Address of principal executive
    offices)

(Zip Code)   (209) 725-2269
 (Registrants telephone
    number, including area code)
  Securities registered under Section 12(b) of the Act:
  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   Securities registered under Section 12(g) of the Act
    (Title of Class):
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE:




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##### 





Capital
    Corp of the West
  Table of
    Contents
   
 PART IITEM 1.


BUSINESS


3ITEM 1A.


RISK FACTORS


19ITEM 1B.


UNRESOLVED STAFF COMMENTS


23ITEM 2.


PROPERTIES


23ITEM 3.


LEGAL PROCEEDINGS


23ITEM 4.


SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


23PART IIITEM 5.


MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


24ITEM 6.


SELECTED FINANCIAL DATA


26ITEM 7.


MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


27ITEM 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


53ITEM 8.


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


57ITEM 9.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


104ITEM 9A.


CONTROLS AND PROCEDURES


104ITEM 9B.


OTHER INFORMATION


106PART IIIITEM 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


106(Reference: Proxy Statement for 2008 Annual Meeting)ITEM 11.


EXECUTIVE COMPENSATION


107(Reference: Proxy Statement for 2008 Annual Meeting)ITEM 12.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


107(Reference: Proxy Statement for 2008 Annual Meeting)ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


107(Reference: Proxy Statement for 2008 Annual Meeting)ITEM 14.


PRINCIPAL ACCOUNTING FEES AND SERVICES


107(Reference: Proxy Statement for 2008 Annual Meeting)PART IVITEM 15.


EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


108SIGNATURES


109EXHIBIT INDEX


E-1EXHIBIT 4.5EXHIBIT 4.6EXHIBIT 4.7EXHIBIT 4.8EXHIBIT 21EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   2




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PART I  ITEM 1:
    BUSINESS  FORWARD-LOOKING
    STATEMENTS
  Form 10-K Form 10-K
  GENERAL
    DEVELOPMENT OF THE COMPANY
  General
   3




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INFORMATION
    ABOUT COMMERCIAL BANKING & GENERAL BUSINESS OF THE COMPANY
    AND ITS SUBSIDIARIES
    Industry &
    Market Area
      Competition
       4




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MarketCounty

ShareMerced


41.47
%Mariposa


44.17
%Fresno


2.02
%Stanislaus


4.86
%Madera


3.56
%Tuolumne


3.98
%San Joaquin


0.14
%Sacramento


0.22
%San Francisco


0.10
%     BANKS
    SERVICES AND MARKETS:
  Bank
  banking-by-mail, drive-up 24-hour
           5




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EMPLOYEES
    SEASONAL
    TRENDS IN THE COMPANYS BUSINESS
    OPERATIONS
    IN FOREIGN COUNTRIES
    REGULATION AND
    SUPERVISION
  Regulatory
    Environment
     6




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Bank
    Holding Company Act
      County
    Bank
    Dividends
       7




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Regulatory
    Capital Requirements
          Prompt
    Corrective Action
     8




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9




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Federal
    Reserve Borrowings
  120-day
  Acquisitions
    of Control
    Consumer
    Laws and Regulations
    Exposure
    to and Management of Risk
    Safety
    and Soundness Standards
   10




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Legislation
    and Proposed Changes
    Limitations
    on Activities
       11




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Tie-In
    Arrangements and Transactions with Affiliated
    Persons
      Cross-Institutional
    Assessments
    Insurance
    Premiums and Assessments
    
    Merging the Bank Insurance Fund (BIF) and the Savings
    Association Insurance Fund (SAIF) into a new fund, the DIF.
    Increasing the coverage limit for retirement accounts to
    $250,000 and indexing the coverage limit for retirement accounts
    to inflation as with the general deposit insurance coverage
    limit.
    Establishing a range of 1.15 percent to 1.50 percent
    within which the FDIC Board of Directors may set the Designated
    Reserve Ratio (DRR).
    Allowing the FDIC to manage the pace at which the reserve ratio
    varies within this range.        
    Eliminating the restrictions on premium rates based on the DRR
    and granting the FDIC Board the discretion to price deposit
    insurance according to risk for all insured institutions
    regardless of the level of the reserve ratio.
    Granting a one-time initial assessment credit (of approximately
    $4.7 billion) to recognize institutions past
    contributions to the fund. 12




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AUDIT
    REQUIREMENTS
  on-site
  COMMUNITY
    REINVESTMENT ACT
        BANK
    SECRECY ACT
    POTENTIAL
    ENFORCEMENT ACTIONS
  cease-and-desist
 13




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INTERSTATE
    BANKING
    de novo
  FINANCIAL
    SERVICES MODERNIZATION LEGISLATION
    Major
    Provisions of Gramm-Leach-Bliley Act:
  Financial Holding Companies and Financial
    Activities.
    Securities Activities.
  Insurance Activities.
  Privacy.
  
    Initial notices to customers about their privacy policies,
    describing the conditions under which they may disclose
    nonpublic personal information to nonaffiliated third parties
    and affiliates;
    Annual notices of their privacy policies to current
    customers; and
    A reasonable method for customers to opt out of
    disclosures to nonaffiliated third parties. 14




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Safeguarding Confidential Customer
    Information.
  Community Reinvestment Act Sunshine
    Requirements.
  INTERNATIONAL
    MONEY LAUNDERING ABATEMENT AND FINANCIAL ANTI-TERRORISM ACT OF
    2001
        SECURITIES
    AND EXCHANGE COMMISSION FILINGS
  Form 10-K Form 10-Q Form 8-K http://www.sec.gov http://www.ccow.com
 15




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SARBANES-OXLEY
    ACT OF 2002
    non-U.S.,
    Form 8-K
  REGULATION W
   16




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THE MONEY
    LAUNDERING CONTROL ACT
    THE FAIR
    CREDIT REPORTING ACT
    RECENT
    LEGISLATION
     17




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Recent
    Developments
     18




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CONCLUSIONS
    ITEM 1A.
    RISK
    FACTORS      We may need to raise additional capital in the near
    future, but capital may not be available or may be available
    only on unfavorable terms when it is
    needed.
  Our allowance for loan losses may prove to be insufficient
    to absorb losses inherent in our loan
    portfolio.
 19




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and/or
  We determined that our methodology for grading loans and
    establishing the level of the allowance for loan losses had
    material weaknesses.
  Liquidity risk could impair our ability to fund operations
    and jeopardize our financial condition.
  Continuation of local economic conditions could hurt our
    profitability.
  Our dependence on loans secured by real estate subjects us
    to risks relating to fluctuations in the real estate
    market.
  Our concentration in real estate construction loans
    subjects us to additional risks.
 20




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Risks associated with acquisitions or divestitures or
    restructuring may adversely affect us. and/or
  Changes in interest rates could reduce income and cash
    flow.
  The markets in which we operate are subject to the risk of
    earthquakes and other natural disasters.
 21




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and/or
  Substantial competition in the California banking market
    could adversely affect us.
  Restrictions on dividends and other distributions could
    limit amounts payable to us.
  Adverse effects of, or changes in, banking or other laws
    and regulations or governmental fiscal or monetary policies
    could adversely affect us.
    The accuracy of the Companys judgments and estimates
    about financial and accounting matters will impact operating
    results and financial condition
  The Companys information systems may experience an
    interruption or breach in security.
 22




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The Companys controls and procedures may fail or be
    circumvented.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES  The
    Bank
      ITEM 3.
    LEGAL
    PROCEEDINGS        ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   23




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PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    2007

High


Low


Dividends4th Quarter

$
20.95


$
16.90


$
0.113rd
    Quarter

$
24.72


$
17.42


$
0.112nd
    Quarter

$
26.74


$
22.21


$
0.111stQuarter

$
32.53


$
25.85


$
0.08   2006

High


Low


Dividends4th Quarter

$
33.19


$
29.25


$
0.083rd
    Quarter

$
34.73


$
30.36


$
0.082nd
    Quarter

$
36.19


$
29.85


$
0.081st
    Quarter

$
36.75


$
32.36


$
0.05     Securities Authorized for Issuance under Equity Compensation
    Plans.
  (A)


(B)


(C)Number of Securities


Weighted-Average


Number of Securities Remainingto be Issued Upon


Exercise Price of


Available for Future Issuance underExercise of


Outstanding


Equity Compensation PlansOutstanding Options,


Options, Warrants


(Excluding Securities Reflected inWarrants and Rights


and Rights


Column A)PLAN CATEGORY:Equity Compensation Plans Approved by Security Holders


849,159


$
22.55



610,490Equity Compensation Plans Not Approved by Security Holders










Total


849,159


$
22.55



610,490   Form 10-K.
 24




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Stock Performance Graph.
  Total
    Return Performance
  
  60-day
 25




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ITEM 6.
    SELECTED
    FINANCIAL DATA    CAPITAL
    CORP OF THE WEST
    SELECTED FINANCIAL DATA
  2007


2006


2005


2004


2003(Amounts in thousands except per share data)SUMMARY OF INCOME STATEMENT:Interest income

$
132,333


$
122,149


$
90,164


$
70,571


$
62,413Interest expense


59,746



48,101



24,720



17,097



16,253Net interest income


72,587



74,048



65,444



53,474



46,160Provision for loan losses


29,803



400



2,051



2,731



2,170Non-interest income


13,758



11,948



10,202



6,405



10,177Non-interest expense


67,999



52,370



42,937



37,675



35,670Income (loss) before provision for (benefit from) income taxes


(11,457
)


33,226



30,658



19,473



18,497Provision for (benefit from) income taxes


(7,841
)


10,578



9,853



7,150



4,857Net income (loss)

$
(3,616
)

$
22,648


$
20,805


$
12,323


$
13,640SHARE DATA:Average common shares outstanding


10,785



10,692



10,500



10,323



10,102Basic earnings (loss) per share

$
(0.34
)

$
2.12


$
1.98


$
1.19


$
1.35Diluted earnings (loss) per share


(0.34
)


2.07



1.92



1.15



1.30Book value per share


13.06



13.31



11.39



9.77



8.78Tangible book value per share

$
9.25


$
13.18


$
11.26


$
9.62


$
8.52BALANCE SHEET DATA:Total assets

$
2,108,739


$
1,959,728


$
1,754,973


$
1,446,813


$
1,235,281Total securities


378,499



424,596



499,180



436,176



372,015Total loans


1,494,681



1,224,761



1,068,896



885,093



764,252Total deposits


1,675,265



1,615,341



1,404,500



1,154,157



1,028,808Shareholders equity

$
141,727


$
145,769


$
120,462


$
101,847


$
89,485OPERATING RATIOS:Return on average equity


(2.36
)%


17.04
%


18.69
%


12.69
%


16.43
%Return on average assets


(0.19
)


1.25



1.35



0.94



1.23Average equity to average assets ratio


7.93



7.35



7. 24



7.41



7.46Net interest margin


4.19



4.51



4.69



4.49



4.53CREDIT QUALITY RATIOS:Non-performing loans to total loans(1)


3.63
%


0.19
%


0.18
%


0.50
%


0.52
%Allowance for loan losses to total loans


2.40



1.15



1.38



1.54



1.64Allowance for loan losses to non-performing loans


66.05



590.78



777.68



309.63



314.12CAPITAL RATIOS:Risk-based tier 1 capital


8.21
%


11.52
%


9.90
%


10.18
%


10.31
%Total risk based capital


10.26



12.49



11.02



11.43



11.57Leverage ratio


6.97



9.33



8.46



8.34



8.55Dividend payout ratio


NM
%


13.70
%


9.07
%


9.40
%



%     (1)
    
    Non-performing loans consist of loans on non-accrual, loans past
    due 90 days or more, and restructured loans.(2)
    
    NM represents Not Meaningful 26




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ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    CRITICAL
    ACCOUNTING POLICIES AND ESTIMATES
    Investment
    Securities
    Allowance
    for Loan Losses
   27




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
    changes in lending policies and procedures, including
    underwriting standards and collection, charge-off and recovery
    practices and resources,
    changes in the national and local economic and business
    conditions and developments, including the condition of various
    market segments,
    changes in the nature and volume of the portfolio,
    changes in the experience, ability and depth of lending
    management staff,
    changes in the trend of the volume and severity of past due and
    classified loans, and trends in the volume of non-accruals,
    troubled debt restructuring and other loan modifications,
    changes in the quality of the Companys loan review system
    and the degree of oversight by the Companys Board of
    Directors,
    the existence and effect of any concentrations of credit, and
    changes in the levels of concentrations, and
    the effect of external forces such as competitive and legal
    regulatory requirements on the level of estimated credit losses
    in the Companys current portfolio.    Reserve
    for unfunded loan commitments
   28




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Goodwill
    Derivative
    Instruments and Hedging Activities
           29




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Income
    Taxes
        RECENT
    ACCOUNTING PRONOUNCEMENTS
    OVERVIEW
     30




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31




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December 31,$ Change


% Change2007


2006


During 2007


During 2007(Amounts in thousands)Total Assets

$
2,108,739


$
1,959,728


$
149,011



8
%Net Loans


1,458,881



1,210,730



248,151



20
%Allowance for loan losses


35,800



14,031



21,769



155
%Deposits


1,675,265



1,615,341



59,924



4
%Other Borrowings


217,816



151,697



66,119



44
%Shareholders Equity

$
141,727


$
145,769


$
(4,042
)


(3
)%     Years Ended December 31,$


%





$


%2007


2006


Change


Change


2005


Change


Change(Amounts in thousands except per share data)Net Interest Income

$
72,587


$
74,048


$
(1,461
)


(2
)%

$
65,444


$
8,604



13
%Net Income (loss)

$
(3,616
)

$
22,648


$
(26,264
)


(116
)%

$
20,805


$
1,843



9
%Basic Earnings per Share

$
(0.34
)

$
2.12


$
(2.46
)


(116
)%

$
1.98


$
0.14



7
%Diluted Earnings per Share

$
(0.34
)

$
2.07


$
(2.41
)


(116
)%

$
1.92


$
0.15



8
%   RESULTS
    OF OPERATIONS
     32




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NET
    INTEREST INCOME VARIANCE ANALYSIS (Fully Taxable-Equivalent
    Basis)
  2007 Compared to 2006


2006 Compared to 2005Volume


Rate


Total


Volume


Rate


Total(Amounts in thousands)INCREASE (DECREASE) IN INTEREST INCOME:Federal funds sold

$
467


$
(16
)

$
451


$
874


$
225


$
1,099Time deposits at other institutions


(9
)






(9
)


(4
)


3



(1
)Taxable investment securities


(2,365
)


779



(1,586
)


81



1,808



1,889Nontaxable investment securities


(210
)


(250
)


(460
)


582



(5
)


577Loans


11,289



394



11,683



17,637



10,874



28,511Total


9,172



907



10,079



19,170



12,905



32,075INCREASE (DECREASE) IN INTEREST EXPENSE:Interest-bearing demand deposits


205



1,116



1,321



54



1,001



1,055Savings deposits


1,676



3,254



4,930



(9
)


4,370



4,361Time deposits


884



2,981



3,865



7,206



6,537



13,743Junior subordinated debentures


1,013



(154
)


859



700



80



780Other borrowings


(176
)


846



670



818



2,624



3,442Total


3,602



8,043



11,645



8,769



14,612



23,381Increase (Decrease) in Net Interest Income

$
5,570


$
(7,136
)

$
(1,566
)

$
10,401


$
(1,707
)

$
8,694    33




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34




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INTEREST
    RATES AND MARGINS (Fully Taxable-Equivalent Basis)
    For The Years Ended December 31,2007


2006


2005Average








Average








AverageBalance


Interest


Rate


Balance


Interest


Rate


Balance


Interest


Rate(Amounts in thousands)ASSETS:Federal funds sold

$
37,927


$
1,951



5.14
%

$
28,919


$
1,500



5.19
%

$
10,981


$
401



3.65
%Time deposits at other financial institutions


192



10



5.21



350



19



5.43



728



20



2.75Nontaxable investment securities(1)


98,245



4,698



4.78



102,415



5,158



5.04



90,531



4,581



5.06Taxable investment securities(1)


302,774



14,781



4.88



353,911



16,367



4.62



351,948



14,478



4.11Loans, gross(2)(3)


1,320,594



112,118



8.49



1,187,156



100,435



8.46



968,492



71,924



7.43Total Interest-Earning Assets

$
1,759,732


$
133,558



7.59


$
1,672,751


$
123,479



7.38


$
1,422,680


$
91,404



6.42Allowance for loan losses


(15,146
)










(14,966
)










(13,937
)Cash and due from banks


45,201











44,943











45,142Premises and equipment, net


46,786











35,433











25,264Interest receivable and other assets


90,845











70,235











58,787Total Assets

$
1,927,418










$
1,808,396










$
1,537,936LIABILITIES AND SHAREHOLDERS EQUITY:Negotiable orders of withdrawal

$
233,265


$
2,787



1.19
%

$
204,637


$
1,466



0.72
%

$
183,017


$
411



0.22
%Savings deposits


433,767



14,609



3.37



369,758



9,679



2.62



372,292



5,318



1.43Time deposits


628,421



29,867



4.75



607,753



26,002



4.28



410,974



12,259



2.98Junior subordinated debentures


36,338



2,990



8.23



24,630



2,131



8.65



16,496



1,351



8.19Other borrowings


174,363



9,493



5.57



178,376



8,823



4.95



156,807



5,381



3.43Total Interest-Bearing Liabilities

$
1,506,154


$
59,746



3.97


$
1,385,154


$
48,101



3.47


$
1,139,586


$
24,720



2.17Non-interest bearing deposits


252,019











274,895











274,750Accrued interest, taxes and other liabilities


16,379











15,476











12,289Total Liabilities

$
1,774,552










$
1,675,525










$
1,426,625Average shareholders equity


152,866











132,871











111,311Average liabilities and shareholders equity

$
1,927,418










$
1,808,396










$
1,537,936Net interest income and margin(4)





$
73,812



4.19
%





$
75,378



4.51
%





$
66,684



4.69
%     (1)
    
    Tax equivalent adjustments recorded at the statutory rate of 35%
    that are included in nontaxable investment securities portfolio
    are $1,139, $1,162 and $1,116 in 2007, 2006 and 2005,
    respectively. Tax equivalent adjustments included in the
    nontaxable investment securities portfolio were derived from
    nontaxable municipal interest income. Tax equivalent adjustments
    recorded at the statutory federal rate of 35% that are included
    in taxable investment securities portfolio were created by a
    dividends received deduction of $85, $75 and $124 in 2007, 2006,
    and 2005, respectively. Tax equivalent adjustments recorded at
    the statutory federal rate of 35% that are included in taxable
    investment securities portfolio were created by a qualified zone
    academy bond of $93 in 2006.(2)
    
    Interest on non-accrual loans is recognized into income on a
    cash received basis.(3)
    
    Amounts of interest earned included loan fees of $5,049, $5,237
    and $4,833 and loan costs of $1,415, $1,643 and $1,553 for the
    years ended December 31, 2007, 2006 and 2005, respectively.(4)
    
    Net interest margin is computed by dividing net interest income
    by total average interest-earning assets. 35




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PROVISION
    FOR LOAN LOSSES
        NON-INTEREST
    INCOME
    $


%





$


%Change in


Change in





Change in


Change in2007


2006


2007


2007


2005


2006


2006(Amounts in thousands)NON INTEREST INCOME:Deposit service charges

$
8,033


$
6,122


$
1,911



31
%

$
5,924


$
198



3
%Increase in cash surrender value of bank owned insurance


1,407



1,434



(27
)


(2
)


1,041



393



38Loan packaging fees


536



664



(128
)


(19
)


589



75



13Gain on sale of loans


326



202



124



61



235



(33
)


(14
)Retail investment income


228



414



(186
)


(45
)


405



9



2Gain (loss) on sale or impairment of securities


(142
)


622



(764
)


(123
)






622



100Bank owned life insurance death benefit


996



179



817



456



539



(360
)


(67
)Asset based lending fees


581



503



78



16







503



100Other


1,793



1,808



(15
)


(1
)


1,469



339



23Total Non-Interest Income

$
13,758


$
11,948


$
1,810



15
%

$
10,202


$
1,746



19
%    36




---



##### Table of Contents



NON-INTEREST
    EXPENSE
    $








$


%Change in


%





Change in


Change in2007


2006


2007


Change in 2007


2005


2006


2006(Amounts in thousands)NON-INTEREST EXPENSE:Salaries and benefits

$
32,184


$
29,165


$
3,019



10
%

$
22,763


$
6,402



28
%Premises and occupancy


6,641



5,581



1,060



19



4,498



1,083



24Equipment


5,569



4,305



1,264



29



3,961



344



9Professional fees


4,043



2,699



1,344



50



2,310



389



17Supplies


1,108



1,070



38



4



1,057



13



1Marketing expense


2,345



1,576



769



49



1,165



411



35Intangible amortization


169



23



146



635



46



(23
)


(50
)Community support donations


622



1,037



(415
)


(40
)


859



178



21Communications


1,604



1,493



111



7



1,251



242



19FDIC insurance assessment


1,088



316



772



244



285



31



11Other real estate owned(1)


2,390



(152
)


2,542



NM



(5
)


(147
)


NMImpairment of goodwill(1)


1,405







1,405



NM











Other


8,831



5,257



3,574



68



4,747



510



11Total Non-Interest Expense

$
67,999


$
52,370


$
15,629



30
%

$
42,937


$
9,433



22
%     (1)
    
    NM represents not meaningful.   37




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##### Table of Contents



PROVISION
    FOR (BENEFIT FROM) INCOME TAXES
     38




---



##### Table of Contents



FINANCIAL
    CONDITION
  SECURITIES
    2007


2006(Amounts in thousands)U.S. government agencies

$
35,929


$
40,199State and political subdivisions


1,256



1,266Mortgage-backed securities


159,401



181,143Collateralized mortgage obligations


9,900



13,784Total Debt Securities


206,486



236,392Agency preferred stock


4,116



5,666Equity securities


12,414



14,480Total Carrying Value and Fair Value

$
223,016


$
256,538     2007


2006(Amounts in thousands)State and political subdivisions

$
94,346


$
99,747Mortgage-backed securities


50,307



55,599Collateralized mortgage obligations


10,830



12,712Carrying Amount (Amortized Cost)

$
155,483


$
168,058Fair value

$
155,767


$
166,266        39




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##### Table of Contents



Within One Year


One to Five Years


Five to Ten Years


Over Ten YearsAmount


Yield


Amount


Yield


Amount


Yield


Amount


Yield


Total(Amounts in thousands)AVAILABLE FOR SALE DEBT SECURITIES:U.S. government agencies

$
9,961



3.51
%

$
25,968



4.41
%

$





%

$





%

$
35,929State and political subdivisions










251



4.91



231



5.21



774



4.91



1,256Mortgage-backed securities










13,876



4.26



29,843



4.37



115,682



5.22



159,401Collateralized mortgage obligations


















1,363



4.25



8,537



4.42



9,900HELD TO MATURITY DEBT SECURITIES:State and political subdivisions


1,313



5.86



13,768



6.22



29,114



5.48



50,151



4.96



94,346Mortgage-backed securities


















780



6.31



49,527



5.04



50,307Collateralized mortgage obligations


























10,830



4.42



10,830Total Debt Securities

$
11,274



3.78
%

$
53,863



4.81
%

$
61,331



4.92
%

$
235,501



5.06
%

$
361,969     LOANS
           40




---



##### Table of Contents



December 31,2007


2006


2005


2004


2003(Amounts in thousands)Commercial and Agricultural

$
458,705


$
401,689


$
347,104


$
298,122


$
288,138Real Estate Construction


152,366



177,233



167,992



97,396



89,652Real Estate Mortgage


759,108



542,080



471,266



416,385



318,624Consumer Installment


101,947



103,759



82,534



73,190



67,838Factoring Receivables


22,555















Total

$
1,494,681


$
1,224,761


$
1,068,896


$
885,093


$
764,252     December 31, 2007


December 31, 2006Dollar


Percent of


Dollar


Percent ofAmount


Loans


Amount


Loans(Amounts in thousands)Loan Categories:Commercial

$
373,512



25
%

$
320,121



26
%Agricultural


85,193



6



81,568



7Real estate construction


120,570



8



136,152



11Real estate construction residential


31,796



2



41,081



3Real estate mortgage


725,262



49



502,355



41Real estate mortgage residential


33,846



2



39,725



3Consumer installment


101,947



7



103,759



9Factoring receivables


22,555



1







Total


1,494,681



100
%


1,224,761



100
%Less allowance for loan losses


(35,800
)






(14,031
)Net loans

$
1,458,881






$
1,210,730  41




---



##### Table of Contents



December 31, 2007Within


One to


OverOne Year


Five Years


Five Years


Total(Amounts in thousands)Commercial and AgriculturalLoans with floating rates

$
329,791


$
10,602


$



$
340,393Loans with predetermined rates


28,870



74,994



14,448



118,312Subtotal


358,661



85,596



14,448



458,705Real Estate ConstructionLoans with floating rates


137,627







1,538



139,165Loans with predetermined rates


12,616



585







13,201Subtotal


150,243



585



1,538



152,366Real Estate MortgageLoans with floating rates


247,850



322,811



9,244



579,905Loans with predetermined rates


17,495



57,387



104,321



179,203Subtotal


265,345



380,198



113,565



759,108Consumer InstallmentLoans with floating rates


11,647



179







11,826Loans with predetermined rates


894



3,974



85,253



90,121Subtotal


12,541



4,153



85,253



101,947Factoring ReceivablesLoans with floating rates














Loans with predetermined rates


22,555











22,555Subtotal


22,555











22,555Total

$
809,345


$
470,532


$
214,804


$
1,494,681       SanFrancisco


Merced/


Stockton/





Fresno/Bay Area


Mariposa


Modesto


Sacramento


Bakersfield


All Other


Total(Amounts in thousands)Real estate construction

$
5,571


$
31,134


$
27,600


$
20,774


$
35,491


$



$
120,570Real estate construction residential


3,849



4,049



4,260



7,195



12,443







31,796Real estate mortgage


72,998



197,985



178,320



51,046



171,708



53,205



725,262Real estate mortgage residential


623



12,504



7,910



793



8,153



3,863



33,846Total

$
83,041


$
245,672


$
218,090


$
79,808


$
227,795


$
57,068


$
911,474Owner occupied

$
20,265


$
121,857


$
90,606


$
37,056


$
111,790


$
3,473


$
385,047Non-owner occupied


62,776



123,815



127,484



42,752



116,005



53,595



526,427    42




---



##### Table of Contents



NON-PERFORMING
    ASSETS
                December 31,2007


2006


2005


2004


2003(Amounts in thousands)Non-accrual loans

$
53,621


$
2,375


$
1,692


$
4,394


$
3,987Accruing loans past due 90 days or more


583







208







Total Non-Performing Loans


54,204



2,375



1,900



4,394



3,987Other real estate owned


7,550



60



60



60



60Total Non-Performing Assets

$
61,754


$
2,435


$
1,960


$
4,454


$
4,047Non-performing loans to total loans


3.63
%


0.19
%


0.18
%


0.50
%


0.52
%Non-performing assets to total assets


2.93
%


0.12
%


0.11
%


0.30
%


0.33
%    43




---



##### Table of Contents



ALLOWANCE
    FOR LOAN LOSSES
   44




---



##### Table of Contents



2007


2006


2005


2004


2003(Amounts in thousands)ALLOWANCE FOR LOAN LOSSES:Balance at beginning of year

$
14,031


$
14,776


$
13,605


$
12,524


$
11,680Allowance from The California Stockmens Bank acquisition


1,900















Provision for loan losses


29,803



400



2,051



2,731



2,170Charge-offs:Commercial and agricultural


(1,128
)


(2,134
)


(1,664
)


(1,860
)


(1,010
)Real estate  construction


(8,357
)














Real estate  mortgage


















(29
)Consumer


(934
)


(495
)


(318
)


(436
)


(956
)Total Charge-offs


(10,419
)


(2,629
)


(1,982
)


(2,296
)


(1,995
)Recoveries:Commercial and agricultural


364



1,337



903



344



302Real estate  mortgage














12



Consumer


121



147



199



290



367Total Recoveries


485



1,484



1,102



646



669Net charge-offs


(9,934
)


(1,145
)


(880
)


(1,650
)


(1,326
)Balance at End of Year:

$
35,800


$
14,031


$
14,776


$
13,605


$
12,524Loans outstanding at year end

$
1,494,681


$
1,224,761


$
1,068,896


$
885,093


$
764,252Average loans outstanding


1,320,594



1,187,156



968,492



813,050



687,419Net charge-offs to average loans


0.75
%


0.10
%


0.09
%


0.20
%


0.19
%ALLOWANCE FOR LOAN LOSSES:To total loans


2.40
%


1.15
%


1.38
%


1.54
%


1.64
%To non-performing loans


66.05
%


590.78
%


777.68
%


309.63
%


314.12
%To non-performing assets


57.97
%


576.22
%


753.88
%


305.46
%


309.46
%   NET
    CHARGE-OFFS
     45




---



##### Table of Contents



ALLOCATION
    OF THE ALLOWANCE FOR LOAN LOSSES
    December 31,2007


2006


2005


2004


2003Loans





Loans





Loans





Loans





Loans% to





% to





% to





% to





% toTotal





Total





Total





Total





TotalAmount


Loans


Amount


Loans


Amount


Loans


Amount


Loans


Amount


Loans(Amounts in thousands)Commercial and Agricultural

$
7,757



32
%

$
4,983



33
%

$
6,024



32
%

$
4,626



34
%

$
4,759



38
%Real Estate Construction


23,100



10



1,658



15



2,474



16



1,497



11



1,503



12Real Estate Mortgage


3,253



51



3,882



44



5,598



44



6,394



47



5,135



41Installment


1,690



7



3,508



8



680



8



1,088



8



1,127



9Total

$
35,800



100
%

$
14,031



100
%

$
14,776



100
%

$
13,605



100
%

$
12,524



100
%   CREDIT
    RISK MANAGEMENT AND ASSET QUALITY
       46




---



##### Table of Contents



OTHER
    EARNING ASSETS
    December 31,2007


2006(Amounts in thousands)Cash surrender value of life insurance

$
43,677


$
43,051     DEPOSITS
    For the Year Ended December 31,2007


2006


2005Amount


Rate


Amount


Rate


Amount


Rate(Amounts in thousands)Non-interest bearing demand deposits

$
252,019




%

$
274,895




%

$
274,750




%Interest-bearing demand deposits


233,265



1.19



204,637



0.72



183,017



0.22Savings deposits


433,767



3.37



369,758



2.62



372,292



1.43Time deposits (under $100,000)


363,408



4.84



252,255



4.00



198,374



2.91Time deposits ($100,000 and over)


265,013



4.64


$
355,498



4.47



212,600



3.05   MATURITIES
    OF TIME CERTIFICATES OF DEPOSITS OF $100,000 OR MORE
    (Amounts in thousands)Three months or less

$
157,659Over three to six months


44,511Over six to twelve months


26,175Over twelve months


41,782Total

$
270,127  47




---



##### Table of Contents



RESERVE
    FOR COMMITMENTS
    December 31,2007


2006(Amounts in thousands)Balance at the beginning of year

$
710


$
717Provision (credit) for credit losses


334



(7
)Provision for mechanics liens and bonded stop notices


1,840



Payment of mechanics liens and bonded stop notices


(1,084
)


Balance at the end of year

$
1,800


$
710       LIQUIDITY
           48




---



##### Table of Contents



Form 10-K.
    Within


One to


Three To


AfterOne Year


Three Years


Five Years


Five Years


Total(Amounts in thousands)Borrowings

$
106,021


$
101,795


$
10,000


$



$
217,816Junior subordinated debentures














57,734



57,734Supplemental retirement plan


298



596



716



2,285



3,895Operating leases


2,507



4,622



3,909



6,924



17,962Total

$
108,826


$
107,013


$
14,625


$
66,943


$
297,407      49




---



##### Table of Contents



ASSET /
    LIABILITY RE-PRICING
    By Re-Pricing Interval As of December 31,
    2007Within


After Three


After One





Non-InterestThree


Months, Within


Year, Within


After Five


BearingMonths


One Year


Five Years


Years


Assets/Funds


Total(Amounts in thousands)ASSETS:Federal funds sold

$
17,165


$



$



$



$



$
17,165Time deposits at other institutions


100



















100Investment securities


5,845



5,430



53,861



297,949



15,414



378,499Loans


715,662



93,253



471,474



214,292







1,494,681Non-interest earning assets and allowance for loan losses


















218,294



218,294Total Assets:

$
738,772


$
98,683


$
525,335


$
512,241


$
233,708


$
2,108,739LIABILITIES AND SHAREHOLDERS EQUITY:Demand deposits

$



$



$



$



$
310,622


$
310,622Savings, money market & NOW deposits


725,751



















725,751Time deposits


371,151



171,196



94,820



1,725







638,892Other interest-bearing liabilities


105,123



898



111,795











217,816Junior subordinated debentures


51,548











6,186







57,734Other liabilities and shareholders equity


















157,924



157,924Total Liabilities and Shareholders Equity

$
1,253,573


$
172,094


$
206,615


$
7,911


$
468,546


$
2,108,739Interest rate sensitivity gap

$
(514,801
)

$
(73,411
)

$
318,720


$
504,330


$
(234,838
)Cumulative interest rate sensitivity gap

$
(514,801
)

$
(588,212
)

$
(269,492
)

$
234,838


$
   MARKET
    AND INTEREST RATE RISK MANAGEMENT
     50




---



##### Table of Contents



EARNINGS
    SENSITIVITY
     51




---



##### Table of Contents



December 31,
    2007
  Percentage ChangeChange in Net Interest


in Net InterestChange in Interest Rates


Income(1)


Income(In basis points)+200


$
(1,429,000
)


(1.64
)%(200
)

$
685,000



0.78
%   December 31,
    2006
  Percentage ChangeChange in Net Interest


in Net InterestChange in Interest Rates


Income(1)


Income(In basis points)+200


$
(214,000
)


(0.30
)%(200
)

$
(692,000
)


(0.99
)%     (1)
    
    The amount in this column represents the change in net interest
    income for 12 months in a stable interest rate environment
    versus the forecasted net interest income in the various rate
    scenarios.      OFF-BALANCE
    SHEET ARRANGEMENTS
    CAPITAL
    RESOURCES
       52




---



##### Table of Contents



and/or
    IMPACT OF
    INFLATION
    RETURN ON
    EQUITY AND ASSETS
    For the Year Ended December 31,2007


2006


2005Return on average assets


(0.19
)%


1.25
%


1.35
%Return on average equity


(2.36
)


17.04



18.69Average equity to average assets


7.93



7.35



7.24Dividend payout ratio


NM
%


13.70
%


9.07
%       ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   53




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm     Internal Control  Integrated Framework .
          
    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.   54




---



##### Table of Contents




    Accounting for investments in limited partnerships,
    Accounting for investments in affordable housing partnerships,
    Accounting for impairment of investments in 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.    Internal Control  Integrated Framework
      55




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm             KPMG
    LLP
  
 56




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA Capital
    Corp of the West



Consolidated
    Balance Sheets  As of December 31,2007


2006(Amounts in thousands)ASSETS:Cash and non-interest-bearing deposits in other banks

$
66,708


$
44,853Federal funds sold


17,165



150,680Time deposits at other financial institutions


100



350Investment securities available for sale, at fair value


223,016



256,538Investment securities held to maturity, at cost; fair value of
    $155,767 and $166,266 in 2007 and 2006


155,483



168,058Loans, net of allowance for loan losses of $35,800 and $14,031
    at December 31, 2007 and December 31, 2006


1,458,881



1,210,730Interest receivable


10,541



9,819Premises and equipment, net


54,192



42,320Goodwill


34,313



1,405Other intangibles


6,940



Cash value of life insurance


43,677



43,051Investment in housing tax credit limited partnerships


6,186



6,959Other real estate owned, net


7,550



60Other assets


23,987



24,905Total Assets

$
2,108,739


$
1,959,728LIABILITIES:Deposits:Non-interest-bearing demand

$
310,622


$
287,723Negotiable orders of withdrawal


254,735



225,481Savings


471,016



436,494Time, under $100,000


368,765



299,409Time, $100,000 and over


270,127



366,234Total Deposits


1,675,265



1,615,341Other borrowings


217,816



151,697Junior subordinated debentures


57,734



31,960Accrued interest, taxes and other liabilities


16,197



14,961Total Liabilities


1,967,012



1,813,959SHAREHOLDERS EQUITY:Preferred stock, no par value; 10,000,000 shares
    authorized; none outstanding






Common stock, no par value; 54,000,000 shares authorized;
    10,804,588 and 10,760,762 issued and outstanding at
    December 31, 2007 and 2006


66,599



64,586Retained earnings


74,757



82,803Accumulated other comprehensive income (loss), net


371



(1,620
)Total Shareholders Equity


141,727



145,769Total Liabilities and Shareholders Equity

$
2,108,739


$
1,959,728    57




---



##### Table of Contents



Capital
    Corp of the West



Consolidated
    Statements of Operations and Comprehensive Income  Years Ended December 31,2007


2006


2005(Amounts in thousands, except per share data)INTEREST INCOME:Interest and fees on loans

$
112,118


$
100,435


$
71,924Interest on time deposits with other financial institutions


10



19



20Interest on Investment Securities Held to Maturity:Taxable


3,187



3,603



4,231Non-taxable


3,514



3,784



3,421Interest on Investment Securities Available for Sale:Taxable


11,509



12,764



10,123Non-taxable


44



44



44Interest on federal funds sold


1,951



1,500



401Total Interest Income


132,333



122,149



90,164INTEREST EXPENSE:Deposits:Negotiable orders of withdrawal


2,787



1,466



411Savings


14,609



9,679



5,318Time, under $100,000


16,387



10,097



6,027Time, $100,000 and over


13,480



15,905



6,232Total Interest on Deposits


47,263



37,147



17,988Interest on junior subordinated debentures


2,990



2,131



1,351Interest on other borrowings


9,493



8,823



5,381Total Interest Expense


59,746



48,101



24,720Net interest income


72,587



74,048



65,444Provision for loan losses


29,803



400



2,051Net Interest Income after Provision for Loan Losses


42,784



73,648



63,393NON-INTEREST INCOME:Service charges on deposit accounts


8,033



6,122



5,924Death benefit on bank owned life insurance policies


996



179



541Gain (loss) on sale or impairment of available for sale
    securities


(142
)


622



Increase in cash surrender value of life insurance policies


1,407



1,434



1,041Other


3,464



3,591



2,696Total Non-Interest Income


13,758



11,948



10,202NON-INTEREST EXPENSE:Salaries and related benefits


32,184



29,165



22,763Premises and occupancy


6,641



5,581



4,498Equipment


5,569



4,305



3,961Professional fees


4,043



2,699



2,310Supplies


1,108



1,070



1,057Marketing


2,345



1,576



1,165Intangible amortization


169



23



46Charitable donations


622



1,037



859Communications


1,604



1,493



1,251Other real estate owned


2,390



(152
)


(5
)Impairment of goodwill


1,405







Other


9,919



5,573



5,032Total Non-Interest Expenses


67,999



52,370



42,937Income (loss) before provision for (benefit from) income taxes


(11,457
)


33,226



30,658Provision for (benefit from) income taxes


(7,841
)


10,578



9,853Net Income (Loss)

$
(3,616
)

$
22,648


$
20,805COMPREHENSIVE INCOME (LOSS):Unrealized (loss) gain on securities arising during the year, net

$
835


$
1,575


$
(2,646
)Reclassification adjustment for losses (gains) realized in net
    income, net of tax (expense of $302 in 2007 and $261 in 2006)


561



(327
)


2Unrealized loss on interest rate floor arising during the year,
    net

$
(647
)

$
(249
)

$
(306
)Change in minimum pension liability during the year, net

$
84



(30
)


Comprehensive Income (Loss)

$
(2,783
)

$
23,617


$
17,855Basic earnings per share

$
(0.34
)

$
2.12


$
1.98Diluted earnings per share

$
(0.34
)

$
2.07


$
1.92    58




---



##### Table of Contents



Capital
    Corp of the West



Consolidated
    Statements of Shareholders Equity  AccumulatedOtherComprehensiveNumber of





Retained


IncomeShares


Amounts


Earnings


(Loss), Net


Total(Amounts in thousands)Balance, December 31, 2004


10,430


$
57,139


$
44,347


$
361


$
101,847Exercise of stock options, including tax benefit of $555


133



2,346











2,346Issuance of shares pursuant to 401K and ESOP plans


12



300











300Net change in fair value of investment securities, net of tax
    effect of $1,892














(2,646
)


(2,646
)Net change in fair value of interest rate floor, net of tax
    benefit of $222(1)














(304
)


(304
)Cash dividends










(1,886
)






(1,886
)Net income










20,805







20,805Balance, December 31, 2005


10,575


$
59,785


$
63,266


$
(2,589
)

$
120,462Exercise of stock options, including tax benefit of $1,248


186



4,084











4,084Effect of share based compensation expense






717











717Net change in fair value of investment securities, net of tax
    effect of $891(2)














1,214



1,214Net change in fair value of interest rate floor, net of tax
    benefit of $156(3)














(215
)


(215
)Adjustment to initially apply FASB Statement No. 158, net
    of tax benefit of $23














(30
)


(30
)Cash dividends










(3,111
)






(3,111
)Net income










22,648







22,648Balance, December 31, 2006


10,761


$
64,586


$
82,803


$
(1,620
)

$
145,769Exercise of stock options, including tax benefit of $46


44



605











605Effect of share based compensation expense






1,408











1,408Net change in fair value of investment securities, net of tax
    effect of $1,064(4)














1,328



1,328Net change in fair value of interest rate floor, net of tax
    effect of $419(5)














579



579Change in minimum pension liability, net of tax effect of $61














84



84Cash dividends










(4,430
)






(4,430
)Net loss










(3,616
)






(3,616
)Balance, December 31, 2007


10,805


$
66,599


$
74,757


$
371


$
141,727     (1)
    
    Includes reclassification adjustment for net gains included in
    net income of $2 (net of $2 tax benefit).(2)
    
    Includes reclassification adjustment for net gains included in
    net income of $361 (net of $261 tax expense).(3)
    
    Includes reclassification adjustment for net losses in net
    income of $34 (net of $24 tax benefit).(4)
    
    Includes reclassification adjustment for net losses in net
    income of $493 (net of $351 tax expense).(5)
    
    Includes reclassification of adjustment for net losses in net
    income of $68 (net of $49 tax effect).   59




---



##### Table of Contents



Capital
    Corp of the West



Consolidated
    Statements of Cash Flows  Years Ended December 31,2007


2006


2005(Amounts in thousands)OPERATING ACTIVITIES:Net Income (Loss)

$
(3,616
)

$
22,648


$
20,805Adjustments to Reconcile Net Income (Loss) to Net Cash
    Provided by Operating Activities:Provision for loan losses


29,803



400



2,051Impairment charges on other real estate owned


1,900







Increase in cash surrender value of life insurance policies, net
    of mortality expense


(1,407
)


(1,434
)


(1,041
)Origination of loans held for sale


(4,519
)


(4,198
)


(5,013
)Proceeds from sales of loans


7,335



2,208



2,638Depreciation, amortization and accretion, net


9,124



7,655



7,484Provision for (benefit from) deferred income taxes


(10,733
)


780



(593
)Impairment of goodwill


1,405







(Gain) loss on sale or impairment of available for sale
    investment securities


142



(622
)


Gain on the sale of loans


(326
)


(202
)


(235
)Death benefit income of life insurance policies


(996
)


(179
)


(539
)Gain on sale of other real estate owned


(102
)


(190
)


Non-cash share based compensation expense


1,408



717



Net (increase) decrease in interest receivable & other
    assets


12,633



3,137



(17,853
)Net increase (decrease) in accrued interest payable &
    other liabilities


(2,233
)


3,174



1,593Net Cash Provided by Operating Activities

$
39,818


$
33,894


$
9,297INVESTING ACTIVITIES:Investment security purchases  available for sale
    securities


(654
)


(3,105
)


(53,573
)Investment security purchases  held to maturity
    securities






(3,659
)


(32,136
)Investment security purchases  mortgage-backed
    securities and collateralized mortgage obligations-available for
    sale


(2,179
)






(105,695
)Proceeds from maturities of available for sale investment
    securities


5,046



336



13,437Proceeds from maturities of held to maturity investment
    securities


4,650



3,019



1,985Proceeds from maturities of mortgage-backed securities and
    collateralized mortgage obligations  available for
    sale


30,785



46,875



60,584Proceeds from maturities of mortgage-backed securities and
    collateralized mortgage obligations  held to maturity


7,175



12,506



15,480Proceeds from sales of available for sale investment securities


3,000



20,483



30,629Net decrease in time deposits in other financial institutions


250







3,000Purchases of premises and equipment


(9,146
)


(16,519
)


(8,955
)Proceeds from sales of other real estate owned


102



657



Net increase in loans


(100,356
)


(127,946
)


(185,340
)Purchase of bank owned life insurance, net of death benefit






(9,821
)


(2,393
)Acquisitions, net of cash acquired


(21,580
)


(30,015
)


Proceeds from sale (purchase) of interest rate floor contract


970







(1,270
)Net Cash Used in Investing Activities

$
(81,937
)

$
(107,189
)

$
(264,247
) 60




---



##### Table of Contents



Capital
    Corp of the West
  Consolidated
    Statements of Cash Flows  (Continued)
  Years Ended December 31,2007


2006


2005(Amounts in thousands)FINANCING ACTIVITIES:Net (decrease) increase in demand, NOW and savings deposits


(37,442
)


(3,761
)


159,955Net increase (decrease) in certificates of deposit


(92,674
)


214,602



90,388Proceeds from borrowings and repurchase agreement


98,141







180,000Repayment of borrowings


(59,515
)


(50,031
)


(142,391
)Issued shares for benefit plan purchases










300Issuance of junior subordinated debentures


25,774



15,464



Cash dividends paid


(4,430
)


(3,111
)


(1,886
)Exercise of stock options


559



2,836



1,791Tax benefits related to exercise of stock options


46



1,248



555Net Cash Provided by (used in) Financing Activities

$
(69,541
)

$
177,247


$
288,712Net increase (decrease) in cash and cash equivalents


(111,660
)


103,952



33,762Cash and cash equivalents at beginning of year


195,533



91,581



57,819Cash and Cash Equivalents at End of Year

$
83,873


$
195,533


$
91,581SUPPLEMENTAL DISCLOSURE OF CASH FLOW ACTIVITIES:Interest paid

$
60,485


$
47,289


$
23,769Income tax payments


3,360



10,600



9,129Loans transferred to other real estate owned


9,390



467



Loans charged off


10,419



2,629



1,982SUPPLEMENTAL DISCLOSURE FOR ACQUISITIONS:Cash, cash equivalents

$
4,399


$



$
Loans, net


192,720



30,015



Premises and equipment


7,087







Goodwill


34,313







Core deposit intangible and customer relationship intangible


7,109







Other assets


1,352







Total assets acquired

$
246,980


$
30,015


$
Deposits


190,040







Other liabilities


28,902







Total liabilities assumed


218,942







Net assets acquired


28,038



30,015



Cash paid


25,978



30,015



Debt to sellers


2,060







Total consideration paid

$
28,038


$
30,015


$
    61




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  NOTE 1.
    Summary
    of Significant Accounting Policies      Principles of Consolidation:
   62




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Correction of Immaterial Error:
  Consolidated Balance SheetDecember 31, 2006As Originally


As


Effect ofReported


Adjusted


Change(Amounts in thousands)Cash and due from banks

$
195,883


$
195,883


$
Total earning assets


1,635,326



1,635,326



Investment in housing tax credit limited partnerships


10,082



6,959



(3,123
)Other assets


120,248



121,560



1,312Total Assets


1,961,539



1,959,728



(1,811
)Total liabilities


1,813,959



1,813,959



Common stock


64,586



64,586



Retained earnings


84,614



82,803



(1,811
)Accumulated OCI


(1,620
)


(1,620
)


Total equity


147,580



145,769



(1,811
)Total Liabilities and Equity

$
1,961,539


$
1,959,728


$
(1,811
)   Consolidated Statement of IncomeYear Ended December 31, 2006As Originally


As


Effect ofReported


Adjusted


Change(Amounts in thousands)Total interest income

$
122,149


$
122,149


$
Total interest expense


48,101



48,101



Provision for loan losses


400



400



Net interest income


73,648



73,648



Other income


11,948



11,948



Other expense


52,322



52,370



48Earnings before taxes


33,274



33,226



(48
)Income taxes


10,598



10,578



(20
)Net income

$
22,676


$
22,648


$
(28
)   63




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Consolidated Statement of IncomeYear Ended December 31, 2005As Originally


As


Effect ofReported


Adjusted


Change(Amounts in thousands)Total interest income

$
90,164


$
90,164


$
Total interest expense


24,720



24,720



Provision for loan losses


2,051



2,051



Net interest income


63,393



63,393



Other income


10,202



10,202



Other expense


42,679



42,937



258Earnings before taxes


30,916



30,658



(258
)Income taxes


9,962



9,853



(109
)Net income

$
20,954


$
20,805


$
(149
)   Consolidated Statement of Cash FlowsYear Ended December 31, 2006As Originally


As


Effect ofReported


Adjusted


Change(Amounts in thousands)Net income

$
22,676


$
22,648


$
(28
)Net (increase) decrease in interest receivable and other assets


3,109



3,137



28   Consolidated Statement of Cash FlowsYear Ended December 31, 2005As Originally


As


Effect ofReported


Adjusted


Change(Amounts in thousands)Net income

$
20,954


$
20,805


$
(149
)Net (increase) decrease in interest receivable and other assets


(18,002
)


(17,853
)


149   Cash and Cash Equivalents:
  Investment Securities:
   64




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Loans:
        Allowance for Loan Losses:
 65




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      
    changes in lending policies and procedures, including
    underwriting standards and collection, charge-off and recovery
    practices and resources,
    changes in the national and local economic and business
    conditions and developments, including the condition of various
    market segments,
    changes in the nature and volume of the portfolio,
    changes in the experience, ability and depth of lending
    management staff,
    changes in the trend of the volume and severity of past due and
    classified loans, and trends in the volume of non-accruals,
    troubled debt restructuring and other loan modifications,
    changes in the quality of the Companys loan review system
    and the degree of oversight by the Companys Board of
    Directors,
    the existence and effect of any concentrations of credit, and
    changes in the levels of concentrations, and
    the effect of external forces such as competitive and legal
    regulatory requirements on the level of estimated credit losses
    in the Companys current portfolio.     66




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Uncollectible Loans and Write-offs:
  Reserve for Unfunded Loan Commitments:
  Gain or Loss on Sale of Loans:
  Premises and Equipment:
  Other Real Estate Owned: deeds-in-lieu
  Goodwill and Other Intangible Assets:
  Business Combinations
 67




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Impairment of Long-Lived Assets and Long-Lived Assets to Be
    Disposed Of:
  Cash Value of Life Insurance: EITF 06-5.
    Director Elective Income Deferral Agreements and Salary
    Continuation Agreements:
  Advertising Costs:
  Income Taxes:
 68




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Investment in Housing Tax Credit Limited Partnerships and
    Related Income Tax Credits: 10-year 15-year EITF 94-1,
  Securities Purchased and Sold
    Agreements:
  Derivative Instruments and Hedging
    Activities: Accounting for Derivative Instruments
    and Hedging Activities
 69




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Earnings Per Share:
      For the Year Ended December 31,2007


2006


2005(Amounts in thousands, except per share data)BASIC EARNINGS (LOSS) PER SHARE COMPUTATIONS:Net income (loss)

$
(3,616
)

$
22,648


$
20,805Average common shares outstanding


10,785



10,692



10,500Basic Earnings (Loss) Per Share

$
(0.34
)

$
2.12


$
1.98DILUTED EARNINGS (LOSS) PER SHARE COMPUTATIONS:Net income (loss)

$
(3,616
)

$
22,648


$
20,805Average common shares outstanding


10,785



10,692



10,500Effect of stock options






259



321Total Weighted Average Shares and Common Stock Equivalents


10,785



10,951



10,821Diluted Earnings (Loss) Per Share

$
(0.34
)

$
2.07


$
1.92     Share-Based Payment:
 70




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    No. 123-R,
  Accounting for Stock-Based
    Compensation,
  (Amounts in thousands)NET INCOME:As reported net income

$
20,805Equity compensation, net of income tax effect of $555 in 2005


2,431Pro-Forma Net Income

$
18,374BASIC EARNINGS PER SHARE:As reported

$
1.98Pro-forma

$
1.75DILUTED EARNINGS PER SHARE:As reported

$
1.92Pro-forma

$
1.70       Letter of Credit Fees:
  Comprehensive Income:
  Segment Information and Disclosures:
 71




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Reclassifications:
  Recently Issued Accounting Standards: Employers Fair
    Value Measurements
  contract-by-contract
     72




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  EITF 06-4, EITF 06-4,
  NOTE 2.
    Acquisitions  Bay View Funding:
  At October 5,2007(Amounts in thousands)Cash

$
2,106Factoring receivables


26,680Premises and equipment


19Other assets


646Customer relationship intangible asset


2,100Goodwill


10,798Total assets acquired


42,349Debt


(25,433
)Other liabilities


(2,951
)Total liabilities assumed


(28, 384
)Net Assets Acquired

$
13,965   The California Stockmens Bank
    (Stockmens):
 73




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    At November 2,2007(Amounts in thousands)Cash

$
2,293Loans, net of allowance of $1,900,000


166,040Premises and equipment


7,068Other assets


706Core deposit intangible


5,009Goodwill


23,515Total assets acquired


204,631Deposits


(190,040
)Other liabilities


(518
)Total liabilities assumed


(190,558
)Net Assets Acquired

$
14,073  74




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 3.
    Investment
    Securities    Gross


Gross


EstimatedAmortized


Unrealized


Unrealized


FairCost


Gains


Losses


Value(Amounts in thousands)2007AVAILABLE FOR SALE SECURITIES:U.S. government agencies

$
35,529


$
454


$
54


$
35,929State & political subdivisions


1,250



6







1,256Mortgage-backed securities


159,006



1,119



724



159,401Collateralized mortgage obligations


10,064







164



9,900Total Debt Securities


205,849



1,579



942



206,486Agency preferred stock


4,116











4,116Equity securities


13,156







742



12,414Total Available for Sale Securities

$
223,121


$
1,579


$
1,684


$
223,016HELD TO MATURITY SECURITIES:State and political subdivisions

$
94,346


$
946


$
65


$
95,227Mortgage-backed securities


50,307



398



867



49,838Collateralized mortgage obligations


10,830







128



10,702Total Held to Maturity Securities

$
155,483


$
1,344


$
1,060


$
155,7672006AVAILABLE FOR SALE SECURITIES:U.S. government agencies

$
40,828


$



$
629


$
40,199State & political subdivisions


1,273







7



1,266Mortgage-backed securities


183,201



549



2,607



181,143Collateralized mortgage obligations


14,113







329



13,784Total Debt Securities


239,415



549



3,572



236,392Agency preferred stock


5,093



573







5,666Equity securities


14,667







187



14,480Total Available for Sale Securities

$
259,175


$
1,122


$
3,759


$
256,538HELD TO MATURITY SECURITIES:State & political subdivisions

$
99,747


$
787


$
1,225


$
99,309Mortgage-backed securities


55,599



260



1,260



54,599Collateralized mortgage obligations


12,712







354



12,358Total Held to Maturity Securities

$
168,058


$
1,047


$
2,839


$
166,266    75




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Amortized


EstimatedCost


Fair Value(Amounts in thousands)AVAILABLE FOR SALE DEBT SECURITIES:One year or less

$
10,000


$
9,961One to five years


25,779



26,219Five to ten years


230



231Over ten years


770



774Mortgage-backed securities and CMOs


169,070



169,301Total Available for Sale Debt Securities

$
205,849


$
206,486HELD TO MATURITY DEBT SECURITIES:One year or less

$
1,313


$
1,317One to five years


13,768



13,902Five to ten years


29,114



29,493Over ten years


50,151



50,515Mortgage-backed securities and CMOs


61,137



60,540Total Held to Maturity Debt Securities

$
155,483


$
155,767  76




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Less than 12 Months


12 months or More


TotalUnrealized


Fair


Unrealized


Fair


Unrealized


FairLosses


Value


Losses


Value


Losses


Value(Amounts in thousands)AVAILABLE FOR SALE:U.S. government agencies

$



$



$
54


$
15,018


$
54


$
15,018Mortgage-backed securities










724



64,873



724



64,873Collateralized mortgage obligations










164



9,900



164



9,900Equity securities










742



4,789



742



4,789Total

$



$



$
1,684


$
94,580


$
1,684


$
94,580HELD TO MATURITY SECURITY:State and political subdivisions

$



$



$
65


$
14,546


$
65


$
14,546Mortgage-backed securities










867



41,077



867



41,077Collateralized mortgage obligations










128



10,702



128



10,702Total

$



$



$
1,060


$
66,325


$
1,060


$
66,325     Less Than 12 Months


12 Months or More


TotalUnrealized


Fair


Unrealized





Unrealized


FairLosses


Value


Losses


Fair Value


Losses


Value(Amounts in thousands)AVAILABLE FOR SALE:U.S. government agencies

$



$



$
629


$
40,176


$
629


$
40,176State and political subdivisions










7



794



7



794Mortgage-backed securities










2,607



84,794



2,607



84,794Collateralized mortgage Obligations










329



13,784



329



13,784Equity securities


95



2,531



92



2,908



187



5,439Total

$
95


$
2,531


$
3,664


$
142,456


$
3,759


$
144,987HELD TO MATURITY SECURITIES:State and political subdivisions

$
32


$
6,106


$
1,193


$
34,065


$
1,225


$
40,171Mortgage-backed securities


1



565



1,259



44,828



1,260



45,393Collateralized mortgage Obligations










354



12,358



354



12,358Total

$
33


$
6,671


$
2,806


$
91,251


$
2,839


$
97,922    77




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE 4.
    Loans    2007


2006(Amounts in thousands)Commercial and agricultural

$
458,705


$
401,689Real estate mortgage


759,108



542,080Real estate construction


152,366



177,233Consumer installment


101,947



103,759Factoring receivables


22,555



Gross Loans


1,494,681



1,224,761Less Allowance for Loan Losses


(35,800
)


(14,031
)Net Loans

$
1,458,881


$
1,210,730          78




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006(Amounts in thousands)Commercial and agricultural

$
5,376


$
2,190Real estate construction


32,715



Real estate


15,403



Consumer and installment


127



185Balance at End of Year

$
53,621


$
2,375     2007


2006


2005(Amounts in thousands)Balance at beginning of year

$
14,031


$
14,776


$
13,605Loans charged-off


(10,419
)


(2,629
)


(1,982
)Recoveries of loans previously charged-off


485



1,484



1,102Provision for loan losses


29,803



400



2,051Allowance from Stockmens acquisition


1,900







Balance at End of Year

$
35,800


$
14,031


$
14,776     2007


2006


2005(Amounts in thousands)Balance at beginning of year

$
710


$
717


$
679Provision (credit) for credit losses


334



(7
)


38Provision for bonded stop notices, net


1,840







Payment of bonded stop notices, net


(1,084
)






Balance at End of Year

$
1,800


$
710


$
717   Related
    Parties
   79




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006(Amounts in thousands)Balance at beginning of year

$
1,296


$
1,450Loan advances and renewals


213



354Loans matured or collected


(356
)


(508
)Balance at End of Year

$
1,153


$
1,296   NOTE 5.
    Other
    Real Estate Owned      2007


2006


2005(Amounts in thousands)Operating expense (income)

$
592


$
38


$
(5
)Impairment charges


1,900







Gain on sale of OREO


(102
)


(190
)


Total other real estate owned expense, net

$
2,390


$
(152
)

$
(5
)   NOTE 6.
    Premises
    and Equipment    2007


2006(Amounts in thousands)Land

$
5,036


$
3,506Buildings


40,287



27,641Leasehold improvements


6,746



6,241Furniture and equipment


25,125



20,866Construction in progress


961



4,002Subtotal

$
78,155


$
62,256Less accumulated depreciation and amortization


23,963



19,936Premises and Equipment, Net

$
54,192


$
42,320    80




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 7.
    Goodwill
    and Other Intangibles      2007


2006(Amounts in thousands)Balance, beginning of year, Thrift

$
1,405


$
1,405Goodwill acquired from Bay View Funding


10,798



Goodwill acquired from The California Stockmens Bank


23,515



Impairment of Thrift


(1,405
)Balance at end of year

$
34,313


$
1,405     GrossCarrying


AccumulatedAmount


Amortization


Net(Amounts in thousands)2007Core deposit intangible, Thrift

$
460


$
460


$
Core deposit intangible, The California Stockmens Bank


5,009



124



4,885Customer relationship intangible, Bay View Funding


2,100



45



2,055Total intangible assets

$
7,569


$
629


$
6,9402006Core deposit intangible, Thrift

$
460


$
460


$
Total intangible assets

$
460


$
460


$
  81




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 8.
    Time
    Deposits    (Amounts in thousands)2008

$
542,2112009


80,0062010


8,8572011


1,0822012


5,036Thereafter


1,700Total Time Deposits

$
638,892   NOTE 9.
    Other
    Borrowings    As of December 31,2007


2006Weighted





WeightedAverage





AverageInterest





InterestMaturity Dates


Amount


Rate


Amount


Rate(Amounts in thousands)2008 toFHLB advances


2011


$
107,500



4.44 - 4.76
%

$
46,500



4.16 - 5.07
%Repurchase agreement


2010



100,000



5.73
%


100,000



5.37Treasury tax loan


2008



4,912



4.00
%


2,404



5.04
%Mortgage note


2008



2,711



7.80
%


2,793



7.80
%Other interest


2008 tobearing obligations


2010



2,693



7.00
%






Total borrowings





$
217,816






$
151,697      82




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              (Amounts in thousands)2008

$
106,0212009


1,5842010


100,2112011


10,000Total Borrowed Funds

$
217,816   NOTE 10.
    Junior
    Subordinated Debentures         83




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            NOTE 11.
    Income
    Taxes    Federal


State


Total(Amounts in thousands)2007Current

$
1,737


$
1,155


$
2,892Deferred


(7,794
)


(2,939
)


(10,733
)$
(6,057
)

$
(1,784
)

$
(7,841
)2006Current

$
7,488


$
2,308


$
9,796Deferred


545



237



782$
8,033


$
2,545


$
10,5782005Current

$
7,594


$
2,961


$
10,555Deferred


(629
)


(73
)


(702
)$
6,965


$
2,888


$
9,853  84




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006(Amounts in thousands)DEFERRED TAX ASSETS:Allowance for loan losses

$
15,809


$
6,198Investment securities unrealized loss


16



784Interest rate derivative unrealized loss






376Other than temporary impairment of equity securities


1,087



680Deferred compensation


1,903



1,717Accrued pension liability






23Intangible amortization


801



852Non-accrual interest


130



58Academy bond tax credits






82Capital loss carry forward


9



568Fixed Assets


408



Low income housing investment impairment


1,276



1,312Stock option compensation


196



Other real estate owned


916



Other


981



1,192Total Gross Deferred Tax Assets


23,532



13,842Less valuation allowance


(913
)


(667
)Deferred Tax Assets


22,619



13,175DEFERRED TAX LIABILITIES:Investment in low income housing partnerships


(647
)


(746
)FHLB stock dividends


(553
)


(573
)Capitalization of loan costs and pre-paid assets


(1,115
)


(923
)Fixed assets






(85
)Accrued Pension Liability


(39
)


Interest rate derivative unrealized gain


(246
)


Customer relationship intangible


(883
)


Total Gross Deferred Tax Liabilities


(3,483
)


(2,327
)Net Deferred Tax Assets

$
19,136


$
10,848    85




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2007


2006


2005(Amounts in thousands)Statutory federal income tax rate due, computed at an effective
    tax rate of 35% in 2007, 2006, and 2005

$
(4,010
)

$
11,646


$
10,821State franchise tax, at statutory rate, net of federal income
    tax benefit


(1,160
)


1,657



1,895Tax exempt interest income, net


(1,043
)


(1,113
)


(1,116
)Housing tax credits


(1,179
)


(968
)


(1,089
)Goodwill write-down, Town and Country


492







Qualified zone academy bond credit


(161
)


(161
)


Death benefit from bank owned life insurance


(348
)


(62
)


(188
)Dividends received deduction


(85
)


(75
)


(124
)Increase in tax valuation allowance


246



243



Cash surrender value life insurance


(492
)


(502
)


(364
)Other


(101
)


(67
)


18Provision for Income Taxes

$
(7,841
)

$
10,598


$
9,853       and/or
   86




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 12.
    Regulatory
    Matters              To Be Well Capitalized UnderActual


For Capital Adequacy Purposes


Prompt Corrective Action ProvisionsThe Company:

Amount


Ratio


Amount


Ratio


Amount


Ratio(Amounts in thousands)Total capital (to risk weighted assets)

$
177,480



10.26
%

$
138,406



8
%

$
173,008



10
%Tier I capital (to risk weighted assets)

$
142,122



8.21
%

$
69,203



4
%

$
103,805



6
%Leverage ratio(1)

$
142,122



6.97
%

$
81,510



4
%

$
101,887



5
%THE BANK:Total capital (to risk weighted assets)

$
170,940



9.94
%

$
137,518



8
%

$
171,898



10
%Tier I capital (to risk weighted assets)

$
129,253



7.52
%

$
68,759



4
%

$
103,139



6
%Leverage ratio(1)

$
129,253



6.41
%

$
80,703



4
%

$
100,879



5
%     (1)
    
    The leverage ratio consists of Tier 1 capital divided by
    quarterly average assets. The minimum leverage ratio is
    3 percent for banking organizations that do not anticipate
    significant growth and that have well diversified risk,
    excellent asset quality and in general, are considered top-rated
    banks. 87




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     To Be Well Capitalized UnderActual


For Capital Adequacy Purposes


Prompt Corrective Action ProvisionsThe Company:

Amount


Ratio


Amount


Ratio


Amount


Ratio(Amounts in thousands)Total capital (to risk weighted assets)

$
193,721



12.49
%

$
124,119



8
%

$
155,148



10
%Tier I capital (to risk weighted assets)

$
178,764



11.52
%

$
62,059



4
%

$
93,089



6
%Leverage ratio(1)

$
178,764



9.33
%

$
76,644



4
%

$
95,806



5
%THE BANK:Total capital (to risk weighted assets)

$
167,238



10.83
%

$
123,523



8
%

$
154,404



10
%Tier I capital (to risk weighted assets)

$
152,281



9.86
%

$
61,762



4
%

$
92,643



6
%Leverage ratio(1)

$
152,281



7.98
%

$
76,313



4
%

$
95,392



5
%     (1)
    
    The leverage ratio consists of Tier 1 capital divided by
    quarterly average assets. The minimum leverage ratio is
    3 percent for banking organizations that do not anticipate
    significant growth and that have well diversified risk,
    excellent asset quality and in general, are considered top-rated
    banks.  NOTE 13.
    Commitments,
    Contingencies, and Financial Instruments With Off-Balance Sheet
    Credit Risk    Years Ended December 31,(Amounts in thousands)2008

$
2,5072009


2,4082010


2,2142011


2,0722012


1,837Thereafter


6,924Total Minimum Lease Payments

$
17,962        88




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Financial
    Instruments Whose Contractual Amount represents
    Risk:
  December 31,2007


2006(Amounts in thousands)Commitments to extend credit

$
477,619


$
445,189Standby letters of credit

$
6,505


$
6,739Total

$
484,124


$
451,928         NOTE 14.
    Employee
    and Director Benefit Plans  (401-K) 401-K 401-K 401-K
   89




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    ,
    Pension


PensionBenefit


BenefitFiscal Year


Fiscal YearEnding 2007


Ending 2006(Amounts in thousands)COMPONENTS OF NET PERIODIC BENEFIT COST:Service cost

$
298


$
231Interest cost


212



193Expected return on plan assets






Amortization of net obligations at transition






Amortization of prior service cost






Recognized net actuarial (gain) loss






Net Periodic Benefit Cost

$
510


$
424     2007


2006WEIGHTED-AVERAGE ASSUMPTIONS, DECEMBER 31:Discount rate


6.25
%


6
%Salary scale


N/A



N/AExpected return on plan assets


N/A



N/A  90




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Pension


PensionBenefits 2007


Benefits 2006(Amounts in thousands)CHANGE IN BENEFIT OBLIGATION:Benefit obligation, January 1

$
3,614


$
3,287Service cost


298



231Interest cost


212



193Plan amendments






Benefits paid


(149
)


(150
)Actuarial gain (loss)


(145
)


53Benefit Obligation, December 31

$
3,830


$
3,614CHANGE IN PLAN ASSETS:Plan assets at fair value, January 1

$



$
Actual return on plan assets






Company contributions


149



150Benefits paid


(149
)


(150
)Plan Assets at Fair Value, December 31

$



$
Funded Status

$
(3,830
)

$
(3,614
)Unrecognized net transitional obligation (asset)






Unrecognized prior service cost






Unrecognized net loss (gain)


(92
)


53Net Amount Recognized

$
(3,922
)

$
(3,561
)   2007


2006AMOUNTS RECOGNIZED IN THE STATEMENT OF FINANCIAL POSITION,
    DECEMBER 31:Prepaid benefit cost

$



$
Accrued benefit liability


(3,830
)


(3,614
)Intangible asset


N/A



Accumulated other comprehensive expense (income)


(92
)


53Net Amount Recognized

$
(3,922
)

$
(3,561
)Other Comprehensive Expense (Income) Attributable to Change
    in Additional Minimum Liability Recognition

$
(145
)

$
53   2007


2006ADDITIONAL INFORMATION FOR AGGREGATED DEFINED BENEFIT PENSION
    PLANS, DECEMBER 31:Projected benefit obligation

$
3,830


$
3,614Accumulated benefit obligation


3,830



3,614Plan assets at fair value






  91




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (Amounts in thousands)2008

$
2982009


2982010


2982011


3582012


3582013  2017

$
2,285     NOTE 15.
    Share-Based
    Payment        2007


2006


2005Weighted average expected term of options in years


6.29



5.87



6.32Weighted average volatility of the Companys underlying
    common stock


27.17
%


29.15
%


29.00
%Risk free interest rate


4.38



4.60



4.07Expected dividend rate


1.52



0.73



0.50     Year

YearEnded

EndedDecember 31,

December 31,2007

2006(Amounts in thousands)Stock option compensation expense

$
1,341


$
717Tax benefit recorded related to stock option compensation expense


(176
)


(46
)Decrease in net income

$
1,165


$
671Effect on:Net income per share  basic

$
(0.11
)

$
(0.06
)Net income per share  diluted

$
(0.11
)

$
(0.06
)  92




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted-AverageShares


Exercise Price(Shares in thousands)Outstanding at January 1, 2007


680


$
20.73Options granted


239



26.82Options exercised


(44
)


12.75Options forfeited


(26
)


30.66Outstanding at December 31, 2007


849



22.55Exercisable at December 31, 2007


610


$
20.21     2007

2006

2005Number

Weighted-



Weighted-



Weighted-of

Average Fair

Number

Average Fair

Number

Average FairShares

Value

of Shares

Value

of Shares

Value(Shares in thousands)Options Granted


239


$
8.25



126


$
11.42



253


$
10.13     Number of


Weighted-AverageShares


Fair Value(Shares in thousands)Non-Vested Options at January 1, 2007


115


$
11.17Options Granted


239



8.25Options Vested


(89
)


9.18Options Forfeited


(26
)


10.18Non-Vested Options at December 31, 2007


239


$
9.10     Weighted AverageNumber of


Aggregate


RemainingShares


Intrinsic Value


Contractual Life


Exercise Price(Shares and Dollars in thousands)Vested Options Exercisable at December 31, 2007


610


$
2,660



5.89


$
20.21Total Options Outstanding at December 31, 2007


849


$
2,720



6.76


$
22.55    93




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Options OutstandingNumber of

Weighted

Weighted

Options ExercisableRange of Exercise

Shares

Remaining

Average

Number

Weighted AveragePrices

Outstanding

Contractual Life

Exercise Price

Exercisable

Exercise Price$
3.81-6.06



104,048



2.42
Years

$
5.58



104,048


$
5.586.63-12.44



100,250



3.96



9.30



100,250



9.3013.81-19.83



84,900



8.43



17.93



41,783



17.3219.88-21.37



86,962



5.86



20.96



86,962



20.9622.07-26.34



115,199



7.54



25.05



93,449



25.2126.51-30.02



89,300



8.85



29.04



34,800



29.2730.25-32.09



104,500



8.39



31.86



44,375



31.6932.32-32.94



86,500



8.20



32.69



54,500



32.7232.98-34.88



65,500



8.05



34.01



43,750



34.0335.77-35.77



12,000



8.13



35.77



6,000



35.77$
3.81-35.77



849,159



6.76
Years

$
22.55



609,917


$
20.21     NOTE 16.
    Fair
    Value of Financial Instruments   94




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FINANCIAL
    ASSETS
  Cash and cash equivalents:
  Investments:
  Net loans:
  Interest Receivable:
  Bank Owned Life Insurance:
  FINANCIAL
    LIABILITIES
  Deposits:
  Borrowings:
  Junior subordinated debentures:
  Interest payable:
  Loan Commitments and standby letters of credit:
  95




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Carrying

Fair2007

Amount

Value(Amounts in thousands)FINANCIAL ASSETS:Cash and cash equivalents

$
83,973


$
83,973Available for sale investment securities


223,016



223,016Held to maturity investment securities


155,483



155,767Net loans


1,458,881



1,489,594Interest receivable


10,541



10,541Bank owned life insurance


43,677



43,677FINANCIAL LIABILITIES:Non-interest-bearing demand


310,622



310,622Negotiable orders of withdrawal


254,735



254,735Savings


471,016



471,016Time deposits


638,892



639,931Borrowings


217,816



217,638Junior subordinated debentures


57,734



57,544Interest payable


2,267



2,267   Contract


FairAmount


ValueOFF-BALANCE SHEET:Loan commitments

$
477,619


$
3,582Standby letters of credit


6,505



65   96




---



##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Carrying

Fair2006

Amount

Value(Amounts in thousands)FINANCIAL ASSETS:Cash and cash equivalents

$
44,853


$
44,853Federal funds sold


150,680



150,680Time deposits at other financial institutions


350



350Available for sale investment securities


256,538



256,538Held to maturity investment securities


168,058



166,266Net loans


1,210,730



1,205,505Interest receivable


9,819



9,819Bank owned life insurance


43,051



43,051Interest rate floor


314



314FINANCIAL LIABILITIES:Non-interest-bearing demand


287,723



287,723Negotiable orders of withdrawal


225,481



225,481Savings


436,494



436,494Time deposits


665,643



665,643Borrowings


151,697



152,034Junior subordinated debentures


31,960



32,256Interest payable


2,779



2,779   Contract

FairAmount

ValueOFF-BALANCE SHEET:Loan commitments

$
445,189


$
3,339Standby letters of credit


6,739



67  97




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##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 17.
    Parent
    Company Only Financial Information    CONDENSED
    BALANCE SHEETS
  December 31,2007


2006(Amounts in thousands)ASSETS:Cash and short-term investments

$
1,124


$
19,197Investment in subsidiaries


192,870



150,339Net premises and equipment


1,946



1,217Other assets


9,274



8,831Total Assets

$
205,214


$
179,584LIABILITIES AND SHAREHOLDERS EQUITYLIABILITIES:Junior subordinated debentures

$
57,734


$
31,960Capitalized lease


946



945Other short term borrowings


2,629



Other liabilities


2,178



911Total Liabilities:


63,487



33,816Total Shareholders Equity


141,727



145,768Total Liabilities and Shareholders Equity

$
205,214


$
179,584  98




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##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    STATEMENTS OF OPERATIONS
  Years Ended December 31,2007


2006


2005(Amounts in thousands)INCOME:Interest

$
999


$
663


$
245Management fees from subsidiaries


22,000



19,491



15,091Other non-interest income


127



89



82Total Income


23,126



20,243



15,418EXPENSES:Interest on borrowings


2,968



2,067



1,287Capitalized lease interest expense


66



53



50Salaries and related benefits


9,264



8,350



6,637Other non-interest expense


12,415



10,647



8,373Total Other Expenses


24,713



21,117



16,347Loss before income taxes and equity in undistributed earnings of
    subsidiaries


(1,587
)


(874
)


(929
)Income tax benefit


274



19



356Equity in undistributed income of subsidiaries


(2,303
)


23,503



21,378Net Income (loss)

$
(3,616
)

$
22,648


$
20,805  99




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##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    STATEMENT OF CASH FLOWS
  Years Ended December 31,2007


2006


2005(Amounts in thousands)OPERATING ACTIVITIES:Net income (loss)

$
(3,616
)

$
22,649


$
20,805ADJUSTMENT TO RECONCILE NET INCOME (LOSS) TO NET CASH
    PROVIDED BY (USED IN) OPERATING ACTIVITIES:Depreciation of fixed assets


565



425



423Equity in undistributed earnings of subsidiaries


2,303



(23,503
)


(21,378
)Increase (decrease) in other assets


(259
)


(977
)


(1,313
)Increase (decrease) in other liabilities


1,321



(643
)


375Net Cash Provided by (Used in) Operating Activities


314



(2,049
)


(1,088
)INVESTING ACTIVITIES:Purchase of AFS equity securities






(2,531
)


Investment portfolio market valuation


195



95Subordinated debt to subsidiaries


(20,000
)Capital contribution to subsidiary bank


(8,500
)


(2,000
)


Purchase of subsidiary


(14,001
)






Purchase of premises and equipment


(1,294
)


(868
)


(430
)Net Cash (Used in) Provided by Investing Activities


(43,600
)


(5,304
)


(430
)FINANCING ACTIVITIES:Issuance of junior subordinated debentures


25,000



15,000



Net (decrease) increase in other borrowings and capitalized lease


2,630



305



(84
)Issuance of common stock related to exercise of stock options
    and employee benefit plans


2,013



4,801



2,646Cash dividends


(4,430
)


(3,112
)


(1,886
)Net Cash Provided by Financing Activities


25,213



16,994



676Increase (decrease) in cash and cash equivalents


(18,073
)


9,641



(842
)Cash and cash equivalents at beginning of year


19,197



9,556



10,398Cash and Cash Equivalents at End of Year

$
1,124


$
19,197


$
9,556  100




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##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 18.
    Quarterly
    Results of Operations (Unaudited)  2007 Quarter EndedDec 31


Sept 30


June 30


Mar 31(Amounts in thousands except per share amounts)Interest income

$
36,642


$
33,179


$
31,297


$
31,215Interest expense


15,758



15,218



14,299



14,471Net interest income


20,884



17,961



16,998



16,744Provision for loan losses


25,158



732



3,713



200Non-interest income


2,049



5,116



3,634



2,959Non-interest expenses


22,591



15,356



16,145



13,907Income before income taxes


(24,816
)


6,989



774



5,596Income taxes


(10,586
)


993



132



1,620Net income (loss)


(14,230
)


5,996



642



3,976Basic earnings (loss) per share(1)

$
(1.30
)

$
0.56


$
0.06


$
0.37Diluted earnings (loss) per share(1)

$
(1.30
)

$
0.55


$
0.06


$
0.36   2006 Quarter EndedDec 31


Sept 30


June 30


Mar 31(Amounts in thousands except per share amounts)Interest income

$
33,076


$
31,020


$
30,406


$
27,647Interest expense


15,011



12,871



10,930



9,289Net interest income


18,065



18,149



19,476



18,358Provision for loan losses






200



200



Non-interest income


2,928



2,966



3,422



2,632Non-interest expenses


13,760



13,004



13,118



12,488Income before income taxes


7,233



7,911



9,580



8,502Income taxes


2,014



2,279



3,333



2,952Net income


5,219



5,632



6,247



5,550Basic earnings per share(1)

$
0.47


$
0.54


$
0.59


$
0.52Diluted earnings per share(1)

$
0.46


$
0.53


$
0.57


$
0.51     (1)
    
    Basic and diluted earnings per share calculations are based upon
    the weighted average number of shares outstanding during each
    period. Full year weighted average shares differ from quarterly
    weighted average shares and, therefore, annual earnings per
    share may not equal the sum of the quarters.  NOTE 19.
    Derivatives   101




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##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               102




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##### Table of Contents



CAPITAL
    CORP OF THE WEST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2006Fair

NotionalValue

Amount(Amounts in thousands)Purchased option, interest rate floor

$
314


$
100,000   December 31, 2005Fair

NotionalValue

Amount(Amounts in thousands)Purchased option, interest rate floor

$
743


$
100,000   NOTE 20.
    Litigation        NOTE 21.
    Subsequent
    Events   103




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  (a)
    EVALUATION
    OF DISCLOSURE CONTROLS AND PROCEDURES    Rule 13a-15b.
  (b)
    MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING      Rule 13a-15(c), Internal
    Control  Integrated Framework
 104




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##### Table of Contents



1.
    Our Internal Control over Financial Reporting related to the
    allowance for loan losses and the completeness and accuracy of
    the provision for loan losses contained multiple deficiencies
    that represent material weaknesses. Specifically the Company did
    not:  
    Maintain policies and procedures to ensure that line personnel
    perform an analysis adequate to risk classify the loan portfolio.
    Effectively monitor whether the number of qualified and trained
    personnel in our credit administration processes is sufficient
    to identify problem loans timely.
    Maintain policies and procedures to ensure that SFAS 114
    Accounting by Creditors for Impairment of a Loandocumentation is prepared timely, accurately and subject to
    supervisory review.
    Effectively monitor whether lending personnel provide
    information about at risk loans to credit administration on a
    timely basis, including appraisals necessary to support the
    valuations of collateral included in our SFAS 114 analysis.  Form 10-K
  2.
    We did not maintain sufficient levels of appropriately qualified
    and trained personnel in our financial reporting processes. As a
    result, our internal control over financial reporting does not
    include adequately designed entity-level controls to ensure that
    the appropriate accounting policies are selected and updated as
    circumstances change, and that the necessary policies and
    procedures are followed in preparing our financial statements
    and are implemented and understood by Company personnel involved
    in the financial reporting process. This material weakness
    resulted in ineffective analysis, implementation, monitoring and
    documentation of accounting policies and contributed to material
    weaknesses in the following areas:  
    The Companys policies and procedures were inadequate to
    ensure an appropriate and timely evaluation of whether the
    Company is the primary beneficiary of its investments in limited
    partnerships and how the investment should be accounted for in
    the Companys financial statements.
    The Companys policies and procedures were inadequate to
    ensure that the method of accounting (cost or equity) and
    amortization period was appropriately selected for its
    investments in affordable housing partnerships.
    The Companys policies and procedures were inadequate to
    ensure that impairment charges arising from declines in the
    value of Other Real Estate Owned (OREO) investments
    were recognized and the accounting policy for the participant
    share was appropriate.
    The Companys policies and procedures were inadequate to
    ensure appropriate accounting, presentation and disclosure of
    the liabilities associated with mechanics liens, bonded stop
    notices on loans, and the associated potential insurance
    recoveries.
    The Companys policies and procedures for determining
    minimum lease commitments were inadequate and did not include
    the necessary supervisory review to ensure accurate presentation
    and disclosure in the financial statements.     105




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##### Table of Contents



(c)
    CHANGES
    IN INTERNAL CONTROL OVER FINANCIAL REPORTING  Form 10-K
  (d)
    REMEDIATION
    OF MATERIAL WEAKNESSES    
    Engaging independent credit specialists to evaluate a
    substantial portion of the commercial, real estate and
    construction loan portfolios;
    Ensuring via review by qualified senior management that
    managements assessment of loans requiring impairment
    analysis in accordance with SFAS 114 is supported by
    comprehensive documentation;
    Training of lending and credit personnel to ensure that loans
    are appropriately classified and that problem loans are
    identified and communicated to Credit Administration on a timely
    basis;
    Putting a process in place to involve the Accounting department
    in the preparation and review of comprehensive documentation
    developed by Credit Administration to support the loan loss
    provisioning and the adequacy of the Allowance for Loan Losses;
    Hiring of additional accounting and credit personnel to ensure
    that personnel with adequate experience, skills and knowledge
    particularly in relation to complex or non-routine transactions
    are directly involved in the review and accounting evaluation of
    such transactions;
    Documenting of processes and procedures, along with appropriate
    training, to ensure that the accounting policies, conform to
    GAAP and are consistently applied prospectively; and
    Ensuring through appropriate review by senior level personnel
    that managements analysis of the appropriate accounting
    treatment for Affordable Housing Partnership investments is
    supported by comprehensive documentation.      ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE  Form 10-K,
 106




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##### Table of Contents



ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Form 10-K,
  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE  Form 10-K,
  ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   107




---



##### 



PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
    FORM 8-K  (a)
    Financial
    Statements and Schedules  10-K
     
 PageReport of Registered Independent Public
    Accounting Firm Regarding Internal Controls


54Report of Registered Independent Public
    Accounting Firm on Financial Statements


56Consolidated Balance Sheets at December 31,
    2007 and 2006


57Consolidated Statements of Operations and
    Comprehensive Income for the years ended December 31, 2007,
    2006 and 2005


58Consolidated Statements of Shareholders
    Equity for the years ended December 31, 2007, 2006 and
    2005


59Consolidated Statements of Cash Flows for the
    years ended December 31, 2007, 2006 and 2005


60Notes to Consolidated Financial Statements


62        (b)
    Exhibits
    (Numbered in accordance with Item 601 of Regulation
    S-K)  Form 10-K.
  (c)
    Financial
    Statement Schedules   108




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##### Table of Contents



SIGNATURES    CAPITAL CORP OF THE WEST
  By:
    /s/  Thomas
    T. Hawker         By:
    /s/  David
    A. Heaberlin          Signature

Capacity

Date/s/  Jerry
    E. CallisterJERRY
    E. CALLISTER

Chairman of the Board of
    Directors

April 2, 2008/s/  Thomas
    T. HawkerTHOMAS
    T. HAWKER

Director/CEO and Principal
    Executive Officer

April 2, 2008/s/  David
    A. HeaberlinDAVID
    A. HEABERLIN

Chief Financial Officer Principal
    Financial and Accounting Officer

April 2, 2008/s/  Dorothy
    L. BizziniDOROTHY
    L. BIZZINI

Director

April 2, 2008/s/  David
    X. BonnarDAVID
    X. BONNAR

Director

April 2, 2008/s/  Donald
    T. Briggs, JrDONALD
    T. BRIGGS, JR

Director

April 2, 2008 109




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##### Table of Contents



Signature

Capacity

Date/s/  John
    D. FawcettJOHN
    D. FAWCETT

Director

April 2, 2008/s/  Curtis
    R. GrantCURTIS
    R. GRANT

Director

April 2, 2008/s/  G.
    Michael GravesG.
    MICHAEL GRAVES

Director

April 2, 2008/s/  Curtis
    A. RiggsCURTIS
    A. RIGGS

Director

April 2, 2008/s/  Gerald
    L. TahajianGERALD
    L. TAHAJIAN

Director

April 2, 2008  110




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##### Table of Contents



Exhibit Index  10-K
  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 Trustee4
.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, 20064
.7

Indenture, dated as of October 31, 2007, between Capital
    Corp of the West, as Issuer, and Wilmington Trust Company,
    as Trustee4
.8

Amended and Restated Declaration of Trust of County Statutory
    Trust IV by and between Wilmington Trust Company, as
    Trustee, and Capital Corp of the West, as Sponsor, dated as of
    October 31, 200710
.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)

* E-1




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##### Table of Contents



ExhibitNumber

Exh ibit10
.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)

*10
.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)

* E-2




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##### Table of Contents



ExhibitNumber

Exh ibit11


Statement Regarding the Computation of Earnings Per Share
    (incorporated herein by reference from Note 1 of the
    Companys Consolidated Financial Statements, included in
    this report).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 Subsidiaries23
.1

Independent Registered Public Accounting Firms Consent
    Regarding Financial Statements31
.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