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                                  EXHIBIT 10.6

                           CHANGE IN CONTROL AGREEMENT
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Date


Dale McKinney
3915 Fairley
Dallas, TX 75209

Dear Dale,

It is a pleasure to extend to you this offer of employment as CHIEF FINANCIAL
OFFICER at Capital Corp of the West and, subject to regulatory
"non-disapproval", County Bank. We are proud of our commitment to our
shareholders, customers and community and believe you will be a valuable
asset to our team. Please review the initial terms and conditions of your
employment, as summarized for you below - they will supersede any other
verbal and/or written communications that have taken place between you and
any employee or agent of County Bank, or Capital Corp of the West.

         The position of Chief financial Officer with a beginning salary of
         $10,833.33 per month. Performance and salary will be reviewed annually
         with other officers beginning February 1, 2000.

         Eligibility to participate in the executive bonus plan, as adopted each
         year by the Board of Directors, effective February 1, 1999, or your
         date of hire.

         Upon Approval by the Board of Directors you will be awarded: 1) the
         title of Senior Vice-President, and ; 2) options for 10,000 shares of
         Capital Corp of the West stock.  Stock options vest as follows: 25% at
         time of grant and 25% per year thereafter to 100% after 3 years of
         service.  The options have an acceleration provision in the case of
         change of control.

         Upon approval by the Board of Directors, you will be eligible for a
         Salary Continuation Plan, which will provide you with up to $60,000 per
         year for fifteen years after you retire at the age of 65. Benefits of
         this plan vest as follows: 0% up to 4 years of service, then 40% after
         4 years of service and 10% each year thereafter to 100% after 10 years
         of service. Benefit becomes 100% vested automatically in the event of a
         change of control. Benefit is subject to taking an insurance physical.
         Any rating resulting from the physical would affect the salary
         continuation plan benefit.
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                                                        ___________________ Date
                                                                   Dale McKinney
                                                             Offer of Employment
                                                                          Page 2

         Payment of a non-accountable moving allowance of $30,000 upon
         satisfactory proof of relocation. We will provide up to eight (8) round
         trip airplane tickets between Dallas and Fresno/Merced which you agree
         to make best efforts to order with sufficient notice to obtain advance
         purchase discounts.

         All Standard employee health benefits, including: medical, dental,
         vision, life, and long term disability coverage to commence on the date
         of hire. The usual 90 day waiting period will be waived. Benefit for
         Life and AD&D is 3x annual salary, and LTD pays 60% of monthly pay, up
         to $6,000, after 90 days of disability.

         Annual paid time off of up to twenty days beginning in 1999. Per our
         policy, this is comprised of 16 days of accrued vacation and 4
         Performance Bonus days, which are awarded based upon annual review
         ratings and available to you in 2000.

         Eligibility to participate in our 401 (k) plan effective 1/1/2000, and
         enrollment, automatically, in our non-contributory Employee Stock
         Ownership Plan effective 7/1/2000, provided all eligibility
         requirements are met.

         For a period not to exceed ninety (90) days form your date of hire,
         Capital Corp to the West agrees to provide housing and utilities, at
         it's expense, for your personal use.

         Severance Payment: It is agreed that if your employment is terminated
         early by employer for any reason other than for "cause", you shall be
         entitled to a Severance Payment. This would constitute a right to
         continue to receive your regular monthly salary, at the then current
         rate of compensation, for twelve (12) consecutive months. This is
         contingent upon your having permanently relocated to Merced. It is
         expressly agreed that the payments of cash shall be received by you in
         full satisfaction of any and all claims and/or damages which may be
         sustained by you by reason of you early termination.

         Acquisition Payment: Upon the consummation of any event by which
         substantially all of the stock and/or assets of Capital Corp of the
         West are acquired by a person, a group of persons, a financial
         institution or other entity, and as a result of which your duties,
         responsibilities and compensation are substantially changed, you shall
         receive an Acquisition payment in the amount equal to six (6) month's
         regular salary at your then current rate of compensation.

         By your signature below you understand and agree that under no
         circumstances would you be entitled to receive both the Acquisition
         Payment and the Severance Payment.
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                                                              ______________Date
                                                                   Dale McKinney
                                                             Offer of Employment
                                                                          Page 3

If you agree to accept employment under these terms and conditions, please sign
below where indicated.

On behalf of Capital Corp of the West, I look forward to having you join our
team.

Sincerely,

/s/ Donielle Kramer
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Donielle Kramer
Assistant Vice President
Personnel Officer


         Capital Corp of the West, to include subsidiaries, is an at-will
         employer and employs the policy of allowing its employees to terminate
         their employment relationship at any time, for any reason, with or
         without notice. The company also reserves the right to terminate the
         relationship at any time, for any reason, with or without notice. Any
         deviation from this policy must be made in writing by the President of
         Board of Directors.
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                                                              ______________Date
                                                                   Dale McKinney
                                                             Offer of Acceptance
                                                                          Page 4



                                   ACCEPTANCE

         I accept this offer of employment and understand that this offer
         supersedes any previous offer or discussion that may have taken place
         between myself and any employee or agent of Capital Corp of the West.

         Furthermore, I understand that this offer is subject to regulatory
         notice of non-disapproval and satisfactory completion of a background
         and credit history check; and

         I understand that I must provide satisfactory records to document my
         eligibility to work In the United States; and

         I understand that I must be bondable.



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                                Signature                                   Date