<PAGE>

                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C. 20549

                                  FORM 10-K


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]

For the fiscal year ended            December 31, 1999
                          -----------------------------------------------------

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                     to
                              ---------------------   -------------------------

Commission file number         0-26552
                      ---------------------------------------------------------

                        California Independent Bancorp
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          California                                 68-0349947
-----------------------------------    ----------------------------------------
State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization

        1227 Bridge Street, Suite "C," Yuba City, California 95991
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code         (530) 674-4444
                                                 ------------------------------

Securities registered pursuant to Section 12(b) of the Act:

        Title of each class
              None
-----------------------------------     ----------------------------------------
             Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, No Par Value
--------------------------------------------------------------------------------
                                (Title of class)

         Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. [X] Yes [ ] No

         Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]

The aggregate market value of the voting stock held by non-affiliates of
California Independent Bancorp at February 28, 2000 was $24,684,797

The number of outstanding shares of common stock as of February 28, 2000 was
1,904,816.

                       DOCUMENTS INCORPORATED BY REFERENCE

Proxy Statement for 2000 Annual Meeting of Shareholders to be filed pursuant to
Regulation 14A.

                        Part III, Items 10, 11, 12 and 13
                    THIS REPORT INCLUDES A TOTAL OF 39 PAGES
                           EXHIBIT INDEX IS ON PAGE 36

<PAGE>

                                    I N D E X
                                   ----------

<TABLE>
<CAPTION>
                DESCRIPTION                                          PAGE NO.
                -----------                                          --------
<S>                                                                  <C>
ITEM 1.  BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . .     3
ITEM 2.  PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . .    28
ITEM 3.  LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . .    30
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
                      OF SECURITY HOLDERS . . . . . . . . . . . . .    30
ITEM 5.  MARKET FOR REGISTRANT'S COMMON
                      STOCK AND RELATED STOCKHOLDER
                      MATTERS . . . . . . . . . . . . . . . . . . .    30
ITEM 6.  SELECTED FINANCIAL DATA  . . . . . . . . . . . . . . . . .    32
ITEM 7.  MANAGEMENT'S DISCUSSION AND
                      ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS . . . . . . . . . .    32
ITEM 7A. QUANTITATIVE AND QUALITATIVE
                      DISCLOSURES ABOUT MARKET RISK . . . . . . . .    32
ITEM 8.  FINANCIAL STATEMENTS AND
                        SUPPLEMENTARY DATA  . . . . . . . . . . . .    32
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH
                      ACCOUNTANTS ON ACCOUNTING AND
                      FINANCIAL DISCLOSURE  . . . . . . . . . . . .    32
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
                      OF THE REGISTRANT . . . . . . . . . . . . . .    33
ITEM 11. EXECUTIVE COMPENSATION  . . . . . . . .  . . . . . . . . .    33
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
                       BENEFICIAL OWNERS AND
                       MANAGEMENT . . . . . . . . . . . . . . . . .    33
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
                      TRANSACTIONS. . . . . . . . . . . . . . . . .    33
ITEM 14. EXHIBITS, FINANCIAL STATEMENT
                      SCHEDULES AND REPORTS ON
                      FORM 8-K. . . . . . . . . . . . . . . . . . .    33
</TABLE>

                                       2
<PAGE>

                                     PART I

ITEM 1.  BUSINESS

         Certain statements in this Annual Report on Form 10-K (excluding
statements of fact or historical financial information) involve
forward-looking information within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, and are subject to the "'safe harbor"
created by those sections. These forward-looking statements involve certain
risks and uncertainties that could cause actual results to differ materially
from those in the forward-looking statements. Such risks and uncertainties
include, but are not limited to, the following factors: competitive pressure
in the banking industry increases significantly; changes in the interest rate
environment reduce margins; general economic conditions, either nationally or
regionally, are less favorable than expected, resulting in, among other
things, a deterioration in credit quality and an increase in the provision
for possible loan losses; changes in the regulatory environment; changes in
business conditions, particularly in Sutter and Yuba counties; volatility of
rate sensitive deposits; operational risks including data processing system
failures or fraud; asset/liability matching risks and liquidity risks; and
changes in the securities markets. Therefore, the information set forth
herein should be carefully considered when evaluating the business prospects
of the Company and Bank.

         GENERAL

         California Independent Bancorp ("Company") is a California
corporation and the bank holding company for Feather River State Bank
("Bank"), both located in Yuba City, California. The Company was incorporated
on October 28, 1994 and became the bank holding company for the Bank on May
2, 1995, pursuant to the Bank Holding Company Act of 1956, as amended ("BHC
Act").

         The Bank was incorporated as a California state banking corporation
on December 1, 1976 and commenced operations on April 6, 1977. On October 1,
1996, the Bank acquired an equipment leasing company, E.P.I. Leasing Co.,
Inc. ("EPI"), and operates it as a wholly-owned subsidiary of the Bank. As a
part of the Company and Bank's restructuring efforts, it is anticipated that
the business affairs of EPI will be dissolved and wound up during the year
2000. On June 25, 1984, the Bank formed Yuba-Sutter Financial Services
Corporation ("Yuba-Sutter") as a wholly-owned subsidiary. This subsidiary is
inactive.

                                       3
<PAGE>

         At December 31, 1999, the Company had two employees, both of which
serve as executive officers of the Bank. The Bank at December 31, 1999
employed 142 persons, including 6 part-time employees, 5 executive officers
and 45 other officers. None of the Company's or Bank's employees is currently
represented by a union or covered under a collective bargaining agreement.
Management believes that its employee relations are excellent.

         The Company itself does not engage in any business activities other
than ownership of the Bank. The Company's primary asset is its ownership of
the Bank's stock, and the dividends paid by the Bank is the Company's primary
source of income. At December 31, 1999, the Company had consolidated assets
of $300,360,462, deposits of $273,459,118, loans and leases of $161,320,670,
and shareholders' equity of $23,234,847.

         GENERAL BANKING SERVICES

         The Bank engages in a broad range of financial services activities.
Its primary market is located in the northern portion of the Sacramento
Valley, with a total of seven branches in Yuba City, Marysville, Colusa,
Arbuckle, Wheatland, and Woodland, California, serving Sutter, Yuba, Colusa,
and Yolo Counties. These branches are located in areas that are in the
periphery of housing for those individuals who work in the growing Sacramento
area.

         In addition, the Bank operates one loan production office ("LPO")
which is located in Citrus Heights, California, in Sacramento County. This
LPO emphasizes residential mortgage and construction. The total population
base in the five counties served by the Bank is approximately 1.8 million
people, the majority of which are in Sacramento County.

         With the exception of Sacramento County, whose main economic force
is government, the Bank's operating territory is predominantly agricultural
in nature. A wide variety of food crops are produced in the area. The leading
agricultural commodities produced in the Bank's trade area include peaches,
tomatoes, prunes, rice, and almonds. Plentiful water for irrigation and
quality soils result in excellent agricultural diversification.

         The Bank currently has no applications pending to open additional
branch offices or LPOs. The Bank may increase the number of its banking
facilities in the its trade areas when such expansion is appropriate. The
Bank's expansion program is dependent on obtaining the necessary governmental
approvals, governmental monetary policies, and competition. No assurance can
be given

                                       4
<PAGE>

that all or any part of the Bank's expansion program can be accomplished
without the Bank being required to raise additional capital.

         The Bank is engaged in the commercial banking business, including
accepting demand, savings and time deposits and making commercial, real
estate, agricultural, and consumer loans. The Bank also offers installment
note collection, issues cashier's checks and money orders, sells traveler's
checks, and provides bank-by-mail, night depository, safe deposit boxes,
ATMs, Visa debit cards, and other customary banking services. The Bank makes
available to its customers home banking services, whereby the customers can
make transfers between accounts, pay bills, receive balance inquiries and
statements via their personal computer or telephone. The Bank does not
provide trust services or international banking services and does not plan to
do so in the near future.

         DEPOSITS

         Most of the Bank's deposits are obtained from individuals, small and
medium-sized businesses, and professionals. The Bank is able to attract and
retain these deposits through advertising in the local media and the
reputation the Bank has established in the communities it serves. No single
depositor or group of related depositors control a significant amount of the
Bank's total deposits. The loss of any one depositor or group of related
depositors should not have a materially adverse effect on the business of the
Bank. The Bank is a member of the Federal Deposit Insurance Corporation
("FDIC"). As a result, deposit accounts held with the Bank are insured in
accordance with the FDIC's rules and regulations.

         LENDING ACTIVITIES

         The Bank engages in a full complement of lending activities,
including commercial, agricultural, real estate and consumer loans.
Additionally, the Bank purchases leases through outside sources, including
its subsidiary EPI.

         Agricultural loans are primarily made to finance agricultural
production expenses generally as non-revolving lines of credit that are drawn
upon when crop expenses are incurred and are repaid as crop sale proceeds are
received. These loans are typically secured by crops and crop proceeds. The
Bank generally requires a repayment margin of 25% for permanent plantings
(i.e., tree and vine crops) and 20% for row crops. The Bank participates in
the Farm Service Agency ("FSA" an agency of the U.S. Department of
Agriculture) guaranteed loan program. The program allows the Bank to obtain
loan note

                                       5
<PAGE>

guarantees on agricultural loans of up to 90% of the loan amount for eligible
farmers. As of December 31, 1999, the Bank had agricultural production loans
outstanding of $35,646,000, which represented 22.1% of the Bank's loan
portfolio. The FSA guarantees approximately 5.0% of these loans.

         Being located in a prime agricultural area, the Bank participates in
the Farmer Mac I loan program, pursuant to which it makes and then sells
agricultural real estate loans to the Federal Agricultural Mortgage
Corporation ("Farmer Mac"), Travelers Realty Investment Company and other
institutional investors. In addition, the Bank participates in the Farmer Mac
II loan program, pursuant to which it makes FSA guaranteed farm real estate
loans and subsequently sells the 90% guaranteed portion of these loans
directly to the secondary market and retains the servicing of these loans.
The Bank is one of the largest Farmer Mac loan program lenders in the United
States.

         The Bank makes real estate loans secured by residential,
agricultural and commercial property. Residential loans are made to purchase
or refinance one to four family residences or multi-family residential
properties and are secured by a first deed of trust on the property except
for loans to improve existing properties which are secured by junior liens.
The maximum loan-to-value ratio for these loans is 90%. Loans secured by
agricultural property include mortgages, loans for farm residences and other
improvement loans and are secured by a first lien on real estate. The maximum
loan-to-value ratio for farmland is 70%. Commercial real estate loans are
made primarily to owner occupied businesses for such purposes as offices,
warehouses, professional buildings, retail and storage facilities. The
maximum loan-to-value ratio for commercial properties is 75%. As of December
31, 1999, these types of real estate secured loans totaled $46,004,000 or
28.5% of the Bank's loan portfolio.

         The Bank also makes real estate construction and development loans
for acquisition of raw land to be developed into subdivisions and for the
construction of one to four family and multi-family housing. These loans are
secured by a first deed of trust and have maximum loan to value ratios
ranging from 60% to 90%. As of December 31, 1999, the Bank had construction
and development loans of $30,514,000 representing 18.9% of the Bank's loan
portfolio.

         The Bank also originates mortgage loans on residential and farm
properties, which it sells into the secondary market in order to divest
itself of the interest rate risk associated with these mostly fixed interest
rate products. The underwriting criteria for residential and agricultural
mortgage loans sold in

                                       6
<PAGE>

the secondary market are established by the purchasers of the loans. The
Company accounts for these loans in accordance with Statement of Financial
Accounting Standards No. 125 "Accounting for Transfers of Financial Assets
and Extinguishment of Liabilities." These loans are sold without recourse. As
of December 31, 1999, 1998, and 1997, total loans serviced by the Bank were
$131,991,682, $146,025,594 and $151,619,000 respectively. For the years ended
December 31, 1999, 1998, and 1997, total loans sold by the Bank were
$21,968,279, $65,795,000 and 66,953,000.

         The Bank makes a variety of commercial and industrial loans to
small-to-medium-sized businesses for working capital, inventory, accounts
receivable, equipment, and general improvements. Typically, the Bank obtains
a security interest in the collateral being financed or in other available
assets of the customer. Loan to value ratios vary but generally do not exceed
75%. As of December 31, 1999, the Bank had loans for these purposes of
$19,465,000 representing 12.1% of the Bank's loan portfolio.

         Additionally, the Bank has made Small Business Administration
("SBA") loans since its inception. The Bank offers both SBA 7(a) and SBA 504
real estate guaranteed loans ranging from amounts of $50,000 to $2,000,000.
SBA 7(a) loans are for such purposes as working capital, inventory, and other
purposes and are guaranteed up to 80%. SBA 504 loans are made to finance
commercial real estate.

         Furthermore, the Bank offers Business and Industry guaranteed loans
through the Rural Development Agency ("RDA"). These loans are designated for
businesses that create jobs in rural areas. RDA loans are in amounts up to
$10 million and are 80%-90% guaranteed by the RDA. The Bank generally sells
the guaranteed portion of its SBA and RDA loans in the secondary market.

         Consumer and installment loans are made for household, family and
other personal expenditures. These loans are made on both a secured and
unsecured basis. As of December 31,1999 the Bank had a total of $2,524,000 in
consumer and installment loans and or 1.6% of its loan portfolio.

         The Bank originates commercial and industrial equipment leases
through its subsidiary EPI. Leases are made to a wide variety of businesses
including professional, agricultural, industrial and construction. Total
lease financing receivables as of December 31, 1999 was $27,010,000 or 16.7% of
the Bank's portfolio. Although it has been determined that the business
affairs of EPI will

                                       7
<PAGE>

be wound down during the year 2000, it is anticipated that the Bank may
continue to originate equipment leases.

         INVESTMENT POLICY

         The Bank's investment policy is to provide the Bank with the maximum
return on its investment securities consistent with safety and liquidity.

         In accordance with this policy and state laws regarding permissible
investments, the Bank invests in U. S. Treasury and Agency securities with a
maturity of 10 years or less, tax-free municipal bonds rated "A" or better by
Moody's with a maturity not to exceed 13 years, and corporate bonds rated "A"
or better by Standard and Poors or Moody's with a maturity not to exceed 7
years. The Bank also invests in federal funds.

         The Bank's investment securities may also be used as collateral for
public deposits and for other borrowings.

         OTHER SERVICES

         The Bank offers other financial products and services including
annuities, mutual funds, mutual fund advisory service, IRAs, brokerage and
custodial services, 401(k) plans, estate plans, asset management, asset
consulting, charitable remainder trusts, fiduciary services, pension plans,
non-qualified deferred compensation, and retirement plans. All these
investments and/or financial services are offered by a registered investment
representative through the Bank's affiliation with Select Advisors, Inc., a
registered broker/dealer and a member of the National Association of
Securities Dealers ("NASD") and the Securities Investor Protection
Corporation ("SIPC").

         COMPETITION

         The Bank's primary service area consists of Colusa, Sutter, Yolo,
and Yuba Counties. It is estimated that this service area contains 56
competitive banking and savings and loan offices, of which eighteen (18)
offices are owned by other independent banks. Based upon total bank deposits
as of June 30, 1999 (the last period for which data is available), the Bank
is second in market share in Sutter County, third in Colusa County, third in
Yuba County, and ninth in Yolo County.

                                       8
<PAGE>

         The banking business in California and, specifically, in the Bank's
primary service area is highly competitive with respect to both loans and
deposits. The business is dominated by a relatively small number of major
banks with many offices operating over a wide geographic area. Among the
advantages such major banks have over the Bank are their ability to finance
wide-ranging advertising campaigns and to allocate their investment assets to
regions of highest yield and demand. Such institutions offer certain services
such as trust services and international banking which are not offered
directly by the Bank, and, by virtue of their greater total capitalization,
they have substantially higher lending limits than does the Bank. Other
entities, both governmental and in private industry, seeking to raise capital
through the issuance and sale of debt or equity securities also provide
competition for the Bank in the acquisition of deposits. The Bank also
competes with money-market funds for deposits.

         In order to compete with major financial institutions and other
competitors, the Bank relies upon the experience of its executive and senior
officers in serving businesses and individuals and upon its specialized
service, local promotional activities, and the personal contacts made by its
officers, directors, and employees. For customers whose loan demands exceed
the Bank's legal lending limit (15% of its capital and allowance for loan
losses for unsecured loans and 25% of its capital and allowance for loan
losses for secured loans), the Bank may arrange to extend such loans on a
participation basis with other financial institutions or institutional
lenders. In this manner, the Bank is able to close the loan while selling a
portion of the credit to a participant.

         SUPERVISION AND REGULATION

         Bank holding companies and their subsidiary banks are extensively
regulated under applicable federal and/or state laws and regulations.
Statutes, regulations, and policies affecting the banking industry are
frequently being reviewed, added to, or changed by Congress, the state
legislature, or the federal or state supervisory agencies responsible for the
industry's oversight. Changes in the laws, regulations, or policies that
impact the Company and Bank cannot always be predicted and may have material
impact on earnings and the manner with which they conduct business.

         As a result of the Company's and Bank's disappointing 1998 financial
performance and continued concerns regarding the quality of the Bank's loan
portfolio, the Bank's Board of Directors passed a resolution to remedy the
concerns. The resolution requires the Bank to: have Management acceptable to

                                       9
<PAGE>

the FDIC and DFI; continue with the diligent implementation of a previously
adopted plan to reduce the level of non-performing and problem loans,
continue with the diligent implementation of revised lending and collection
policies and procedures; ensure that the Bank maintains an adequate reserve
for loan losses; and seek prior approval of the FDIC and DFI before the
payment of any cash dividends.

         In March 2000, the FDIC and DFI completed an examination of the
Bank. The final results of this examination have not been reported to the
Bank. Management believes that the Bank will continue to operate under the
resolution addressing the issues discussed above, and that the Bank can
comply with all regulatory requirements without any material impact on its
operations.

         Additionally, the FDIC and Federal Reserve Bank of San Francisco
("FRB") have notified the Bank and the Company that they have determined that
the condition of the Bank and the Company are such that prior approval of the
regulatory agencies is necessary before adding or replacing any member of the
boards of directors, employing any person as a senior executive officer, or
changing the responsibilities of any senior executive officer so that the
individual would be assuming a different senior executive officer position.
Finally, due to the Bank's condition, the FDIC is also restricting the
Company's and the Bank's ability to enter into any contracts to pay or make
any golden parachute and indemnification payments to institution-affiliated
parties.

         Discussed below are brief summaries of certain laws, regulations, or
policies that apply to the operation of bank holding companies and to the
banks they own or control. The summaries are qualified in their entirety by
reference to the full text of the applicable law, regulation, or policy.

                  REGULATION OF THE COMPANY

         The Company is a registered bank holding company within the meaning
of the BHC Act and is subject to the supervision of the FRB. The FRB requires
the Company to file quarterly and annual reports and may conduct examinations
of the Company and its subsidiaries.

         The FRB can require the Company to terminate an activity of, control
of, liquidation of, or divestiture of certain subsidiaries or affiliates when
the FRB believes that the activity or the control of the subsidiary or
affiliate constitutes a significant risk to the financial safety, soundness,
or stability of any of its banking subsidiaries. The FRB also has the
authority to regulate provisions of

                                       10
<PAGE>

certain bank holding company debt, including authority to impose interest
ceilings and reserve requirements on such debt. Under certain circumstances,
the Company must file a written notice and obtain approval from the FRB prior
to the purchase or redemption of its own common stock.

         Under the BHC Act, a company generally must obtain the prior
approval of the FRB before it exercises a controlling influence over, or
acquires directly or indirectly, more than 5% of the voting shares or
substantially all of the assets of any bank or bank holding company. The
Company is required to obtain the FRB's prior approval before it acquires,
merges, or consolidates with any bank or bank holding company. Additionally,
any company seeking to acquire, merge, or consolidate with the Company would
also be required to obtain the FRB's approval.

         The BHC Act generally prohibits the Company from acquiring ownership
or control of more than 5% of the voting shares of any company that is not a
bank or bank holding company and from engaging directly or indirectly in
activities other than banking, managing banks, or providing services to
affiliates of the holding company. A bank holding company, with the approval
of the FRB, may engage, or acquire the voting shares of companies engaged, in
activities that the FRB has determined to be so closely related to banking,
managing, or controlling banks as to be a proper incident thereto. A bank
holding company must demonstrate that the benefits to the public of the
proposed activity will outweigh the possible adverse effects associated with
such activity.

         Transactions between the Company, the Bank, and any future
subsidiaries of the Company are subject to a number of other restrictions.
FRB policies forbid the payment by bank subsidiaries of management fees that
are unreasonable in amount or exceed the fair market value of the services
rendered (or, if no market exists, actual costs plus a reasonable profit).
Additionally, a bank holding company and its subsidiaries are prohibited from
engaging in certain tie-in arrangements in connection with the extension of
credit, sale, or lease of property, or furnishing of services. Subject to
certain limitations, depository institution subsidiaries of bank holding
companies may extend credit to, invest in the securities of, purchase assets
from, or issue a guarantee, acceptance, or letter of credit on behalf of, an
affiliate, provided that the aggregate of such transactions with affiliates
may not exceed 10% of the capital stock and surplus of the institution, and
the aggregate of such transactions with all affiliates may not exceed 20% of
the capital stock and surplus of such institution. The Company may borrow
only from depository institution

                                       11
<PAGE>

subsidiaries if the loan is secured by marketable obligations with a value of
a designated amount in excess of the loan. Further, the Company may not sell
a low-quality asset to a depository institution subsidiary.

         The FRB requires the Company to maintain certain levels of capital.
(See "Capital Standards.") The FRB also has the authority to take enforcement
action against any bank holding company that commits any unsafe or unsound
practice or violates certain laws, regulations, or conditions imposed in
writing by the FRB. (See "Prompt Corrective Action and Other Enforcement
Mechanisms.")

         Pursuant to FRB regulations, a bank holding company is required to
serve as a source of financial and managerial strength to its subsidiary
banks and may not conduct its operations in an unsafe or unsound manner. In
addition, the FRB has issued a policy that in order to serve as a source of
strength to its subsidiary banks, a bank holding company should stand ready
to use available resources to provide adequate capital funds to its
subsidiary banks during periods of financial stress or adversity and should
maintain the financial flexibility and capital-raising capacity to obtain
additional resources for assisting its subsidiary banks. A bank holding
company's failure to meet its obligations to serve as a source of strength to
its subsidiary banks will generally be considered by the FRB to be an unsafe
and unsound banking practice or a violation of the FRB's regulations, or both.

         The Company is also a bank holding company within the meaning of
California Financial Code section 3700. As a result, the Company and its
subsidiaries are subject to examination by, and may be required to file
reports with, the DFI.

         The Company's securities are registered with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 ("the 1934
Act"). As such, the Company is subject to the information, proxy
solicitation, insider trading, and other requirements and restrictions of the
1934 Act.

                  REGULATION OF THE BANK

         As a California state chartered bank, the Bank is subject to primary
supervision, periodic examination, and regulation by the DFI and the FDIC.
Additionally, the Bank is subject to certain regulations promulgated by the
FRB.

                                       12
<PAGE>

         If the FDIC should determine, as a result of an examination of the
Bank, that the Bank's financial condition, capital resources, asset quality,
earnings prospects, management, liquidity, or other aspects of the Bank's
operations are unsatisfactory or that the Bank or its management is
violating, or has violated, any law or regulation, various actions are
available to the FDIC to remedy the situation. Such remedies include the
power to enjoin "unsafe or unsound" practices, to require affirmative action
to correct any conditions resulting from any violation or practice, to issue
an administrative order that can be judicially enforced, to direct an
increase in capital, to restrict the growth of the Bank, to assess civil
monetary penalties, to remove officers and directors and ultimately to
terminate the Bank's deposit insurance, which would result in a revocation of
the Bank's California charter. The DFI also has many of the same remedial
powers.

         Various other requirements and restrictions under the laws of
California and the United States affect the Bank's operations. State and
federal statutes and regulations which relate to many aspects of the Bank's
operations include: reserve requirements against deposits, ownership of
deposit accounts, interest rates payable on deposits, loans, investments,
mergers and acquisitions, borrowings, dividends, locations of branch offices,
and capital requirements. Furthermore, the Bank is required to maintain
certain levels of capital. (See "Capital Standards.")

                  CAPITAL STANDARDS

         The FRB, FDIC, and other federal banking agencies have risk-based
capital adequacy guidelines intended to provide a measure of capital adequacy
that reflects the degree of risk associated with a banking organization's
operations for both transactions reported on the balance sheet as assets, and
transactions, such as letters of credit, unused commitments, and recourse
arrangements, which are reported as off balance sheet items. Under these
guidelines, nominal dollar amounts of assets and credit equivalent amounts of
off balance sheet items are multiplied by one of several risk adjustment
percentages, which range from 0% for assets with low credit risk, such as
certain U.S. government securities, to 100% for assets with relatively higher
credit risk, such as business loans.

         A banking organization's risk-based capital ratios are obtained by
dividing its qualifying capital by its total risk-adjusted assets and off
balance sheet items. The regulators measure risk-adjusted assets and off
balance sheet items against both total qualifying capital (the sum of Tier 1
capital and limited

                                       13
<PAGE>

amounts of Tier 2 capital) and Tier 1 capital. Tier 1 capital consists of
common stock, retained earnings, noncumulative perpetual preferred stock, and
minority interests in certain subsidiaries, less most other intangible
assets. Tier 2 capital may consist of a limited amount of the allowance for
possible loan and lease losses and certain other instruments with some
characteristics of equity. The inclusion of elements of Tier 2 capital are
subject to certain other requirements and limitations of the federal banking
agencies. Since December 31, 1992, the federal banking agencies have required
a minimum ratio of qualifying total capital to risk-adjusted assets and off
balance sheet items of 8%, and a minimum ratio of Tier 1 capital to
risk-adjusted assets and off balance sheet items of 4%.

         In addition to the risk-based guidelines, federal banking regulators
require banking organizations to maintain a minimum amount of Tier 1 capital
to total average assets, referred to as the leverage ratio. For a banking
organization rated in the highest of the five categories used by regulators
to rate banking organizations, the minimum leverage ratio of Tier 1 capital
to total assets is 3%. It is improbable, however, that an institution with a
3% leverage ratio would receive the highest rating by the regulators since a
strong capital position is a significant part of the regulators' rating. For
all banking organizations not rated in the highest category, the minimum
leverage ratio is at least 100 to 200 basis points above the 3% minimum.
Thus, the effective minimum leverage ratio, for all practical purposes, is at
least 4% or 5%. In addition to these uniform risk-based capital guidelines
and leverage ratios that apply across the industry, the regulators have the
discretion to set individual minimum capital requirements for specific
institutions at rates significantly above the minimum guidelines and ratios.

         The following tables present the capital ratios for the Company and
the Bank as of December 31, 1999:

RISK BASED CAPITAL RATIOS AS OF DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                        COMPANY            BANK
(Dollars in thousands)              AMOUNT    RATIO   AMOUNT   RATIO
<S>                                 <C>      <C>     <C>      <C>
Tier 1 Capital                      $24,184  10.56%  $24,058  10.51%
Tier 1 Capital minimum
         requirement                  9,158   4.00%    9,153   4.00%
                                    -------  ------  -------  -------
    Excess                          $15,026   6.56%  $14,905   6.51%
                                    =======  ======  =======  =======
Total Capital                       $27,046  11.81%  $26,918  11.76%
Total Capital minimum
         requirement                 18,316   8.00%   18,306   8.00%
                                    -------  ------  -------  -------
   Excess                           $ 8,730   3.81%  $ 8,612    3.76%
                                   ========  ======  =======  =======


                                       14
<PAGE>


Risk-adjusted assets               $228,955         $228,828
                                   ========         ========

LEVERAGE CAPITAL RATIO

Tier 1 Capital to quarterly
    average total assets            $24,184   7.97%  $24,058    7.94%
Minimum leverage
    requirement                      12,134   4.00%   12,125    4.00%
                                    -------  ------  -------  -------
Excess                              $12,050   3.97%  $11,933    3.94%
                                    =======  ======  =======  =======

Total Quarterly average assets     $303,345         $303,133
                                   ========         ========
</TABLE>

                  PROMPT CORRECTIVE ACTION AND OTHER ENFORCEMENT MECHANISMS

         Federal banking agencies possess broad powers to take corrective or
other supervisory action to resolve an insured depository institution's
problems. Problems that may be addressed through such actions include, but
are not limited to, institutions that fall below one or more prescribed
minimum capital ratios. Each federal banking agency has promulgated
regulations defining the following five categories in which an insured
depository institution will be placed, based on its capital ratios: well
capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized, and critically undercapitalized. At December 31, 1999, the
Bank and the Company exceeded all the required ratios for classification as
"well capitalized."

         An institution that, based upon its capital levels, is classified as
well capitalized, adequately capitalized, or undercapitalized may be treated
as though it were in the next lower capital category if the appropriate
federal banking agency, after notice and opportunity for hearing, determines
that an unsafe or unsound condition or an unsafe or unsound practice warrants
such treatment. At each successive lower capital category, an insured
depository institution is subject to more restrictions. The federal banking
agencies, however, may not treat a significantly undercapitalized institution
as critically undercapitalized unless its capital ratio actually warrants
such treatment.

         A bank may fall into the critically undercapitalized category if its
"tangible equity" does not exceed 2% of the bank's total assets. Federal
guidelines generally define "tangible equity" as a bank's tangible assets
less liabilities. Federal regulators may, among other alternatives, require
the appointment of a conservator or a receiver for a critically
undercapitalized bank. In California, the Commissioner may

                                       15
<PAGE>

require the appointment of a conservator or receiver for a state-chartered
bank if its tangible equity does not exceed 3% of the bank's total assets, or
$1 million.

         In addition to measures taken under the prompt corrective action
provisions, banks may be subject to potential enforcement actions by the
federal or state regulators for unsafe or unsound practices in conducting
their businesses or for violations of any law, rule, regulation, or any
condition imposed in writing by the agency or any written agreement with the
agency.

                  SAFETY AND SOUNDNESS STANDARDS

         The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") implemented certain specific restrictions on transactions and
required the regulators to adopt overall safety and soundness standards for
depository institutions related to internal control, loan underwriting and
documentation, and asset growth. Among other things, FDICIA limited the
interest rates paid on deposits by undercapitalized institutions, the use of
brokered deposits, and the aggregate extension of credit by a depository
institution to an executive officer, director, principal stockholder, or
related interest, and reduces deposit insurance coverage for deposits offered
by undercapitalized institutions for deposits by certain employee benefits
accounts.

         The federal financial institution agencies published a final rule
effective August 9, 1995, implementing safety and soundness standards. The
FDICIA added a new section 39 to the Federal Deposit Insurance Act, which
required the agencies to establish safety and soundness standards for insured
financial institutions covering: (1) internal controls, information systems,
and internal audit systems; (2) loan documentation; (3) credit underwriting;
(4) interest rate exposure; (5) asset growth; (6) compensation, fees, and
benefits; (7) asset quality, earnings, and stock valuation; and (8) excessive
compensation for executive officers, directors, or principal shareholders
which could lead to material financial loss. The agencies issued the final
rules in the form of guidelines that set forth operational and managerial
standards relating to: (i) internal controls, information systems, and
internal audit systems; (ii) loan documentation; (iii) credit underwriting;
(iv) asset growth; (v) earnings; and (vi) compensation, fees, and benefits.

         In addition, the federal banking agencies have also adopted safety
and soundness guidelines with respect to asset quality and earnings
standards. These guidelines provide six standards for establishing and
maintaining a system to identify problem assets and prevent those assets from
deteriorating. Under these standards, an insured depository institution
should: (i) conduct periodic asset quality reviews to identify problem
assets; (ii) estimate the inherent losses in problem assets and

                                       16
<PAGE>

establish reserves that are sufficient to absorb estimated losses; (iii)
compare problem asset totals to capital; (iv) take appropriate corrective
action to resolve problem assets; (v) consider the size and potential risks
of material asset concentrations; and (vi) provide periodic asset quality
reports with adequate information for management and the board of directors
to assess the level of asset risk. These guidelines also set forth standards
for evaluating and monitoring earnings and for ensuring that earnings are
sufficient for the maintenance of adequate capital and reserves.

         If an agency determines that an institution fails to meet any
standard established by the guidelines, the agency may require the financial
institution to submit to the agency an acceptable plan to achieve compliance
with the standard. Should the agency require submission of a compliance plan
and the institution fails to timely submit an acceptable plan, within 30 days
of a request to do so, or to implement an accepted plan, the agency must
require the institution to correct the deficiency. The agencies may elect to
initiate enforcement action in certain cases rather than rely on an existing
plan, particularly where failure to meet one or more of the standards could
threaten the safe and sound operation of the institution.

                  RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS

         The power of the board of directors of an insured depository
institution to declare a cash dividend or other distribution with respect to
capital is subject to statutory and regulatory restrictions that limit the
amount available for such distribution depending upon the earnings, financial
condition, and cash needs of the institution, as well as general business
conditions. FDICIA prohibits insured depository institutions from paying
management fees to any controlling persons or, with certain limited
exceptions, making capital distributions, including dividends, if, after such
transaction, the institution would be undercapitalized.

         The FRB has issued a policy statement that a bank holding company
should not declare or pay a cash dividend to its stockholders if the dividend
would place undue pressure on the capital of its subsidiary banks or if the
dividend could be funded only through additional borrowings or other
arrangements that might adversely affect the financial position of the bank
holding company. Specifically, a bank holding company should not continue its
existing rate of cash dividends on its common stock unless its net income is
sufficient to fully fund each consistent with its capital needs, asset
quality, and overall financial condition. Further, as previously stated, the
Company is expected to act as a source of financial strength for each of its
subsidiary banks and to commit resources to support each subsidiary bank in
circumstances when it might not do so absent such policy.

                                       17
<PAGE>

         The Company's ability to pay dividends depends in large part on the
ability of the Bank to pay management fees and dividends to the Company. The
ability of its subsidiary banks to pay dividends will be subject to
restrictions set forth in California banking law and the regulations of the
FDIC. As previously stated, due to the Bank's disappointing 1998 financial
performance and continued concerns regarding the quality of the Bank's loan
portfolio, the Bank's Board of Directors passed a resolution which requires
the Bank to seek the prior approval of the FDIC and DFI before the payment of
any cash dividends.

         Under California Financial Code section 642, funds available for
cash dividend payments by a bank are restricted to the lesser of: (i)
retained earnings; or (ii) the bank's net income for its three fiscal years
(less any distributions to stockholders made during such period). However,
with the prior approval of the California Superintendent of Banks, California
Financial Code section 643 provides that a bank may pay cash dividends in an
amount not to exceed the greater of: (1) the retained earnings of the bank;
(2) the net income of the bank for its last fiscal year; or (3) the net
income of the bank for its current fiscal year. However, if the
Superintendent finds that the stockholders' equity of the bank is not
adequate or that the payment of a dividend would be unsafe or unsound, the
Superintendent may order such bank not to pay a dividend to stockholders.

         Additionally, under FDICIA a bank may not make any capital
distribution, including the payment of dividends, if, after making such
distribution, the bank would be in any of the "under-capitalized" categories
under the FDIC's Prompt Corrective Action regulations.

         Also, under the Financial Institution's Supervisory Act, the FDIC
has the authority to prohibit a bank from engaging in business practices that
the FDIC considers to be unsafe or unsound. It is possible, depending upon
the financial condition of a bank and other factors, that the FDIC could
assert that the payment of dividends or other payments in some circumstances
might be such an unsafe or unsound practice and thereby prohibit such payment.

         Finally, the Bank is subject to certain restrictions imposed by
federal law on any extensions of credit to, or the issuance of a guarantee or
letter of credit on behalf of, the Company or other affiliates, the purchase
of, or investments in, stock or other securities thereof, the taking of such
securities as collateral for loans, and the purchase of assets of the Company
or other affiliates. Such restrictions prevent the Company and such other
affiliates from borrowing from the Bank unless the loans are secured by
marketable obligations of designated amounts. Further, such secured loans and
investments by the Bank to or in the Company or to or in any

                                       18
<PAGE>

other affiliate are limited, individually, to 10% of the Bank's capital and
surplus (as defined by federal regulations), and such secured loans and
investments are limited, in the aggregate, to 20% of the Bank's capital and
surplus (as defined by federal regulations). California law also imposes
certain restrictions with respect to transactions involving the Company and
other controlling persons of the Bank. Additional restrictions on
transactions with affiliates may be imposed on the Bank under the prompt
corrective action provisions of federal law.

                  INTERSTATE BANKING AND BRANCHING

         On September 29, 1994, the Reigle/Neal Interstate Banking and
Branching Efficiency Act of 1994 (the "Interstate Act") was signed into law,
effectively permitting nationwide banking. The Interstate Act provides that
adequately capitalized and adequately managed bank holding companies may
acquire banks in any state, even in those jurisdictions that currently bar
acquisition by out-of-state institutions, subject to deposit concentration
limits. The deposit concentration limits provide that regulatory approval by
the FRB may not be granted for a proposed interstate acquisition if, after
the acquisition, the acquirer on a consolidated basis would control more than
10% of the total deposits nationwide or would control more than 30% of
deposits in the state where the acquiring institution is located. The deposit
concentration state limit does not apply for initial acquisitions in a state
and, in every case, may be waived by the state regulatory authority.
Interstate acquisitions are subject to compliance with the Community
Reinvestment Act (the "CRA"). States are permitted to impose age requirements
not to exceed five years on target banks for interstate acquisitions.

         Branching between states may be accomplished either by merging
separate banks located in different states into one legal entity, or by
establishing new branches in another state. Interstate branching is also
subject to a 30% statewide deposit concentration limit on a consolidated
basis and a 10% nationwide deposit concentration limit. The laws of the host
state regarding community reinvestment, fair lending, consumer protection
(including usury limits), and establishment of branches shall apply to the
interstate branches.

         The opening of a new branch by an out-of-state bank is not permitted
unless the host state expressly permits such an opening. The establishment of
an initial new branch in a state is subject to the same conditions as apply
to initial acquisition of a bank in the host state, other than the deposit
concentration limits.

                                       19
<PAGE>

         The Interstate Act permits bank subsidiaries of a bank holding
company to act as agents for affiliated depository institutions in receiving
deposits, renewing time deposits, closing loans, servicing loans, and
receiving payments on loans and other obligations. A bank acting as agent for
an affiliate shall not be considered a branch of the affiliate. Any agency
relationship between affiliates must be on terms that are consistent with
safe and sound banking practices. The authority for an agency relationship
for receiving deposits includes the taking of deposits for an existing
account, but is not meant to include the opening or origination of new
deposit accounts. Subject to certain conditions, insured savings associations
that were affiliated with banks as of June 1, 1994 may act as agents for such
banks. An affiliate bank or savings association may not conduct any activity
as an agent which it is prohibited from conducting as a principal.

         If an interstate bank decides to close a branch located in a low or
moderate income area, it must comply with additional branch closing notice
requirements. The appropriate regulatory agency is authorized to consult with
community organizations to explore options to maintain banking services in
the affected community where the branch is to be closed.

         To ensure that interstate branching does not result in taking
deposits without regard to a community's credit needs, the regulatory
agencies have implemented regulations prohibiting interstate branches from
being used as "deposit production offices." The regulations include a
provision to the effect that if loans made by an interstate branch are less
than 50% of the average of all depository institutions in the state, then the
regulator must review the loan portfolio of the branch. If the regulator
determines that the branch is not meeting the credit needs of the community,
it has the authority to close the branch and to prohibit the bank from
opening new branches in the state.

         The Caldera, Weggeland and Killea California Interstate Banking and
Branching Act of 1995 (the "Caldera Act"), effective October 2, 1995, amends
the California Financial Code to, among other matters, regulate the
operations of state banks to eliminate conflicts with and to implement the
Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 discussed
above. The Caldera Act includes: (1) an election to permit early interstate
merger transactions; (2) a prohibition against interstate branching through
the acquisition of a branch business unit located in California without
acquisition of the whole business unit of the California bank; and (3) a
prohibition against interstate branching through de novo establishment of
California branch offices. The Caldera Act mandates that initial entry into
California by an out-of-state institution be accomplished by acquisition of

                                       20
<PAGE>

or merger with an existing whole bank that has been in existence for at least
five years.

                  COMMUNITY REINVESTMENT ACT

         The Bank is subject to the fair lending requirements and reporting
obligations involving home mortgage lending operations and CRA activities.
The CRA generally requires the federal banking agencies to evaluate the
record of a financial institution in meeting the credit needs of its local
communities, including low and moderate income neighborhoods. A bank may be
subject to substantial penalties and corrective measures for a violation of
certain fair lending laws. The federal banking agencies may take compliance
with such laws and CRA obligations into account when regulating and
supervising other activities.

         A Bank's compliance with its CRA obligations is based on a
performance-based evaluation system, which bases CRA ratings on the
institution's lending service and investment performance. When a bank holding
company applies for approval to acquire a bank or other bank holding company,
the FRB will review the assessment of each subsidiary bank of the applicant
bank holding company, and such records may be the basis for denying the
application. Based on an examination conducted in the second quarter of 1999,
the Bank was rated satisfactory in complying with its CRA obligations.

                  DEPOSIT INSURANCE PREMIUMS

         The Bank's deposit accounts are insured by the FDIC's Bank Insurance
Fund ("BIF") to the maximum permitted by law. This deposit insurance may be
terminated by the FDIC upon a finding that the institution has engaged in
unsafe or unsound practices, is in an unsafe or unsound condition to continue
operations, or has violated any applicable law, regulation, rule, order, or
condition imposed by the FDIC or the institution's primary regulator.

         The FDIC charges an annual assessment for the insurance of deposits.
As of December 31, 1999, the assessment ranged from 0 to 27 basis points per
$100 of insured deposits, based on the risk a particular institution poses to
its deposit insurance fund. The risk classification is based on an
institution's capital group and supervisory subgroup assignment.

         Pursuant to the Economic Growth and Paperwork Reduction Act of 1996
("EGPRA"), at January 1, 1997, the Bank began paying, in addition to its
normal deposit insurance premium as a member of the BIF, an amount equal to
approximately 1.2 basis points per $100 of insured deposits toward the
retirement

                                       21
<PAGE>

of the Financing Corporation Bonds ("FICO Bonds") issued in the 1980s to
assist in the recovery of the savings and loan industry. Members of the
Savings Association Insurance Fund ("SAIF"), by contrast, pay, in addition to
their normal deposit insurance premium, approximately 5.8 basis points. Under
the EGPRA, the FDIC is not permitted to establish SAIF assessment rates that
are lower than comparable BIF assessment rates. Beginning no later than
January 1, 2000, the rate paid to retire the FICO Bonds will be equal for
members of the BIF and the SAIF.

                  ASSET CONSERVATION, LENDER LIABILITY, AND DEPOSIT INSURANCE
                  PROTECTION ACT OF 1996

         Environmental Protection Agency regulations excluding financial
institutions from liability for the clean up of toxic materials on property
held as collateral for loans were overturned by the federal courts. Due to
concerns expressed by interested parties (owners, realtors, and lenders),
Congress passed amendments to the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 ("CERCLA") to reinstate certain
safeguards for fiduciaries and lenders. A bank or other party acting as a
fiduciary may hold property in such capacity and shall have no liability for
the release or threatened release of a hazardous substance in excess of the
value of the property held in a fiduciary capacity. For example, a bank
acting as trustee under the terms of a written trust agreement will not have
any liability in excess of the actual value of the assets in that particular
trust. The assets of the Bank will not be at risk for a release occurring on
property belonging to the trust. This amendment does not limit the liability
of the fiduciary to private parties that may have a cause of action outside
the scope of CERCLA. "Fiduciary," as used in CERCLA, includes trustees,
executors, administrators, custodians, guardians, receivers, conservators,
and personal representatives.

         The amendments to CERCLA include changes in the definitions
contained in 42 U.S.C. section 9601(20), entitled "Definitions." A major
change in the definition of "Owner" or "Operator" has the effect of limiting
the liability of a financial institution that does not participate in
management of an environmentally impaired property. Section 9607 of CERCLA
states that owners and operators of a vessel or facility are liable for
damages arising out of discharge of a hazardous substance on property. The
amendment specifically states that a financial institution holding a deed of
trust on real property that does not participate in the management of the
operations carried out on the property is not an owner or an operator under
the statute. The amendments further state that a financial institution that
forecloses

                                       22
<PAGE>

on such property does not incur liability simply by the act of foreclosing on
the property or through the subsequent sale of the property to a third party.

                  FINANCIAL MODERNIZATION ACT

         President Clinton signed into law the Gramm-Leach-Bliley Act of 1999
(the "Financial Modernization Act") on November 12, 1999. The Financial
Modernization Act generally accomplishes the following:

                           (1) Facilitates the affiliation of commercial banks
                  with security firms, insurance companies and other financial
                  service providers by: repealing restrictions on affiliation
                  contained in the Glass-Steagall Act; expressly preempting any
                  state law restrictions on affilliation; and by eliminating the
                  BHC Act's prohibition on insurance underwriting activities.

                           (2) Substantially modifies and expands the BHC Act to
                  permit bank holding companies to engage in a full range of
                  "financial activities" through a new entity known as a
                  "Financial Holding Company". "Financial activities" is broadly
                  defined to include not only banking, insurance, and securities
                  activities, but also merchant banking, real estate development
                  and additional activities that the Federal Reserve, in
                  consultation with the Secretary of the Treasury, determines to
                  be financial in nature, incidental to financial activities, or
                  complementary activities that do not pose a substantial risk
                  to the safety and soundness of depository institutions or the
                  financial system.

                           (3) Sets forth a systematic structure for the
                  functional regulation of banks, savings institutions, holding
                  companies and their activities.

                           (4) Provides enhanced protections for the privacy
                  rights of consumer information

                           (5) Adopts a provisions to modernize the Federal Home
                  Loan Bank system including provisions relating to the
                  capitalization, membership and corporate governance.

                           (6) Revises the laws which implement CRA.

                           (7) Amends the Federal Deposit Insurance Act
                  regarding the governance of subsidiaries of state banks that
                  engage in "activities as principal that would only be
                  permissible" for a national bank to conduct in a

                                       23
<PAGE>

                  financial subsidiary. The amendment expressly preserves a
                  state bank's ability to retain all existing subsidiaries. And

                           (8) Addresses a wide range of other legal and
                  regulatory issues affecting financial institutions operations
                  and activities.

         The regulatory agencies are in the process of proposing regulations
to carry forth the Financial Modernization Act's mandates. It is anticipated
that final regulations will be adopted later this year.

         The Company has not determined whether it will seek an election to
become a Financial Holding Company. The Board and Management are evaluating
the benefits to determine whether the Company desires to utilize any of the
Financial Modernization Act's expanded powers. Since California permits state
chartered commercial banks to engage in any activity permissible for national
banks, the Bank should be allowed to form subsidiaries to engage in the
activities authorized by the Financial Modernization Act, to the same extent
as a national bank.

         The Company does not believe that the Financial Modernization Act
will have a material adverse effect on its operations in the near future.
However, some commentators have projected that in the long term the Financial
Modernization Act's enactment may result in further consolidation of and
increased competition in the financial services industry.

                  PROPOSED LEGISLATION

         Periodically, legislation is enacted and regulations are promulgated
which have the effect of increasing the cost of doing business, limiting or
expanding permissible activities, or affecting the competitive balance
between banks and other financial services providers. It is likely that
additional legislation will be introduced in Congress or in state
legislatures in the future which may impact the Company's business. It cannot
be predicted whether or in what form any of these proposals will be taken or
adopted, or the extent to which the present or future business of the Company
or the Bank may be affected.

         IMPACT OF MONETARY POLICIES

         Banking is a business that depends on interest rate differentials.
In general, the difference between the interest paid by a bank on its
deposits and other borrowings and the interest rate earned by a bank on
loans, securities, and other interest-earning assets comprises the major
source of a bank's earnings. Thus, the

                                       24
<PAGE>

earnings and growth of banks are subject to the influence of economic
conditions generally, both domestic and foreign, and also to the monetary and
fiscal policies of the United States and its agencies, particularly the FRB.
The FRB implements national monetary policy, such an seeking to curb
inflation and combat recession, by its open-market dealings in United States
government securities, by adjusting the required level of reserves for
financial institutions subject to reserve requirements and through
adjustments to the discount rate applicable to borrowings by banks that are
members of the FRB. The actions of the FRB in these areas influence the
growth of bank loans, investments, and deposits and also affect interest
rates. The nature and timing of any future changes in such policies and their
impact on the Bank cannot be predicted. In addition, adverse economic
conditions could make a higher provision for loan losses a prudent course and
could cause higher loan loss charge-offs, thus adversely affecting a bank's
net earnings.

         ACCOUNTING PRONOUNCEMENTS

                  SFAS NO. 125 - "ACCOUNTING FOR THE TRANSFER AND SERVICING
                  OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF
                  LIABILITIES"

         The Financial Accounting Standards Board ("FASB") has issued SFAS
No. 125, "Accounting for the Transfer and Servicing of Financial Assets and
Extinguishments of Liabilities" effective for transactions occurring after
December 31, 1996. SFAS No. 125 requires that an asset seller must meet
defined conditions to demonstrate that it has surrendered control over the
assets. The failure to meet these conditions usually results in
on-balance-sheet treatment for the assets and a liability for the sale
proceeds received. SFAS No. 125 also requires that contracts to service are
recorded as an asset or a liability based on fair value or on an allocation
of the carrying amount of the financial asset. SFAS No. 125 covers subsequent
accounting, including impairments, and eliminates the distinction between
excess and normal servicing. In December 1996, the FASB issued SFAS No. 127,
"Deferral of the Effective Date of Certain Provisions of FASB Statement No.
125" to defer for one year the effective date of implementation for
transactions related to repurchase agreements, dollar-roll repurchase
agreements, securities lending, and other similar transactions. The Company
does not believe that adoption of these standards will have a significant
impact on its financial position or results of operations.

                  SFAS NO. 130 - "REPORTING COMPREHENSIVE INCOME"

      For financial statements issued after December 31, 1997, the FASB
mandates compliance with SFAS No. 130, "Reporting Comprehensive Income." SFAS

                                       25
<PAGE>

provides guidance as to the presentation and display of comprehensive income
and its components in the financial statements. The statement defines
"comprehensive income" to include revenues, expenses, gains, and changes in
equity from transactions during the period. The Company has adopted SFAS No.
130, and does not expect the statement to have a material impact on its
financial statements.

                  SFAS NO. 131 - "DISCLOSURES ABOUT SEGMENTS OF AN
                  ENTERPRISE AND RELATED INFORMATION"

      SFAS No. 131 establishes standards for public business enterprises'
reporting of information about operating segments in annual financial
statements. The Statement requires that the enterprises report selected
information concerning operating segments in interim financial reports issued
to shareholders. Additionally, the Statement establishes requirements for
related disclosures about products, services, geographic areas, and major
customers.

      SFAS No. 131 requires public business enterprises to report a measure
of segment profit or loss, certain specific revenue and expense items, and
segment assets. The Statement further requires reconciliation of total
segment revenues, total segment profit or loss, total segment assets, and
other amounts disclosed for segments to corresponding amounts in the
enterprise's general purpose financial statements. It requires that all
public business enterprises report information about the revenues derived
from the enterprise's products or services (or groups of similar products and
services), about the countries in which the enterprise earns revenues and
holds assets, and about major customers regardless of whether that
information is used in making operating decisions. However, SFAS No. 131 does
not require an enterprise to report information that is not prepared for
internal use if reporting it would be impracticable. SFAS No. 131 is
effective for financial statements for periods beginning after December 15,
1997.

      The Company has adopted SFAS No. 131. The adoption of the applicable
provisions did not have a material effect on the Company, as Management
believes that it operates only in one segment - the commercial banking
segment.

               SFAS NO. 133 - "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
               HEDGING ACTIVITIES"

      In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments and for hedging activities. It
requires recognition of all derivatives as either assets or liabilities in
the statement of

                                       26
<PAGE>

financial condition and the measurement of those instruments at fair value.
Recognition of changes in fair value will be recognized into income or as a
component of other comprehensive income depending upon the type of the
derivative and its related hedge, if any. As issued, SFAS No. 133 was to be
effective for the Company beginning January 1, 2000. However, in July 1999,
the FASB issued Statement No. 137, "Accounting for Derivative Instruments and
Hedging Activities-Deferral of the Effective Date of FASB Statement No. 133."

      Statement 137 amended the required effective date of Statement 133,
requiring adoption of Statement 133 in years beginning after June 15, 2000.
The Corporation expects to adopt Statement 133 effective January 1, 2001. The
Company is in the process of determining the impact of SFAS No. 133 on the
Company's financial statements, which is not expected to be material.

               SFAS NO. 134 - "ACCOUNTING FOR MORTGAGE-BACKED SECURITIES
               RETAINED AFTER THE SECURITIZATION OF MORTGAGE LOANS HELD FOR
               SALE BY A MORTGAGE BANKING ENTERPRISE"

      FASB issued SFAS No. 134 in October of 1998, and was to be effective
the first fiscal quarter after December 31, 1998. SFAS No. 134 amends SFAS
No. 65 to require entities engaged in mortgage banking activities to classify
their mortgage-backed securities, or other retained interests, based upon
their ability and intent to sell or hold those investments. The intent of the
statement is to conform the subsequent accounting for securities retained
after mortgage loan securitization with the subsequent accounting for
securities retained after the securitization of other types of assets by
mortgage banking entities. The Company has adopted SFAS No. 134 and the
statement has not had a material impact on its financial statements.

               END TO POOLING-OF-INTERESTS ACCOUNTING FOR BUSINESS
               COMBINATIONS

      In April 1999, FASB announced its tentative decision to no longer deem
the pooling-of-interests method of accounting as an acceptable method to
account for business combinations between independent parties. The FASB
expects a final standard will be issued and become effective in the fourth
quarter of 2000. A portion of the Company's business strategy is to pursue
appropriate acquisition opportunities so as to expand its market presence. A
change in the accounting for business combinations could have a negative
impact on the Company's ability to realize those business strategies.

      YEAR 2000 COMPLIANCE

                                       27
<PAGE>

     The Company's systems responded successfully to the century date change.
The Company will continue to monitor its systems and those of its vendors and
suppliers over the coming months. (For a further discussion of the Company's
and the Bank's efforts regarding "Year 2000" compliance, see "ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS.")

      OTHER INFORMATION

      There has been no material effect upon the Bank's capital expenditures,
earnings, or competitive position as a result of federal, state, or local
provisions regarding the discharge of materials into the environment.

ITEM 2.        PROPERTIES

      The Bank currently conducts its banking operations from an
administrative office, seven branch offices, and one loan production office
("LPO"). Additionally, the Bank's subsidiary, EPI, operates from a separate
location. Rental expense for all premises leased totaled $179,201 for the
year ended December 31, 1999. It is estimated that rental expense for leased
premises will be approximately $50,123 for 2000.

      The Bank's principal office in Yuba City, California, is located at 777
Colusa Avenue in a modern, single-story, shopping center end building, which
has drive-up windows and off-street parking for its customers. This office
was opened in 1982 and has a total square footage of 9,122.

      In 1991, the Bank purchased a 3,694 square foot building located at
1005 Stafford Way, Yuba City, California, located directly behind its main
branch. This building houses the Bank's note department.

      The Bank purchased land for the Bank's office at 1221 Bridge Street,
Yuba City, California, in 1978. In 1991, the Bank purchased a combined 14,972
square foot retail and office building with parking located at 1227 Bridge
Street, adjacent to the Bank's Bridge Street branch. Currently, the
headquarters for the Company, and the Bank's Data Center, Agricultural Real
Estate Department, administrative services and financial consulting services
are located in these building.

                                       28
<PAGE>

      The Bank's Marysville office is located at 700 "E" Street in
Marysville, California. The Bank purchased this 3,702 square foot building,
which was a branch of another bank, in September 1995.

      The Bank's Colusa branch office is located at 655 Fremont Street in a
2,819 square foot office building that was converted to banking quarters. The
Bank owns the land and premises for the branch.

      In 1985, the Bank purchased a 5,306 square foot premises for its
Arbuckle office located at the corner of Amanda and Sixth Streets. The Bank
moved its Arbuckle office to this location in June 1986. The Bank leases
1,800 square feet plus a common area of these premises to an unaffiliated
party.

      In 1993, the Bank purchased a 4,427 square foot building that is now
the location of its Woodland, California, branch office located at 203 Main
Street. This was formerly the site of a branch of another bank.

      The Bank leased the land and a module on the property located at 114
"D" Street, Wheatland, California, from March 1997 until April 1998 for its
Wheatland branch office. In April 1998, the Bank entered a new lease for the
same sight together with a new freestanding building. The 2,831 square foot
building was completed on September 21, 1998, at which time the Bank
relocated from the previously leased module. The term of the lease is 10
years with the option and right to extend the original term of this lease for
two periods of five years each. The monthly lease payment is $2,797 and is
subject to annual adjustments on the anniversary of the lease commencement
date.

      The Bank moved its Roseville LPO to a new office in Citrus Heights in
October 1997. The rent is $1,158 per month for this office. The lease is for
two years.

      On December 2, 1996, the Bank purchased a former bank branch located at
995 Tharp Road in Yuba City, California. The Bank's Residential Real Estate
Department and Special Assets Department are located at this facility.

      In connection with the purchase of EPI, the Bank entered into a
17-month lease commencing August 1, 1996 for premises where EPI is located at
6929 Sunrise Boulevard in Citrus Heights. The lease has been extended to
August 31, 2001, at a monthly rent of $6,611 for the first year and will
increase in the second year to $6,743.

                                       29
<PAGE>

      In August 1999, the Bank entered into an agreement to lease an office
building at 7040 N. Marks, Suite 101 in Fresno California, in order to move
its real estate loan production office from Madera, California to Fresno.
After the new lease in Fresno had been entered into, the Bank made the
decision to streamline its residential lending operations and eliminate its
Madera loan production office. In September 1999, the Bank subleased this
office to the Rural Community Insurance Agency for the remaining term of the
lease commencing January 1, 2000, and ending on November 30, 2004

ITEM 3.        LEGAL PROCEEDINGS

      Other than routine litigation incidental to the ordinary course of the
Company and Bank's business, neither entity is a party to any material legal
proceedings nor is any of their property the subject of any such proceeding.
The Company believes that the ultimate disposition of all currently pending
matters will not have a material adverse effect on the Company's financial
condition or the results of its operations.

ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      Not applicable.

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

         The Company's common stock is trading on the NASDAQ National Market
under the trading symbol "CIBN." The Company's common stock began trading on
the NASDAQ National Market on July 31, 1996. Prior to that time, the
Company's common stock was listed on the NASDAQ Bulletin Board and was the
subject of limited trading.

         Set forth below is information regarding trading in the Company's
common stock for the last two years.

         The prices indicated below may not necessarily represent actual
transactions.


                                       30
<PAGE>

<TABLE>
<CAPTION>
                    SALE PRICE OF COMMON STOCK
                    --------------------------
PERIOD ENDED 1999      BID             ASK
                       ---             ---
<S>                   <C>            <C>
March 31              $20.25         $21.00
June 30                20.38          20.88
September 30           18.25          19.00
December 31            16.00          18.00

PERIOD ENDED 1998     BID               ASK
                       ---             ---
March 31              $24.50         $26.25
June 30                25.00          27.50
September 30           22.50          24.50
December 31            20.00          20.12
</TABLE>

         Cash dividends paid on the Company's common stock were $.42 per
share for the year ending December 31, 1999, and $.40 per share for the year
ending December 31, 1998. These figures have been adjusted for the 5% stock
dividend paid in 1998 and in 1999.

         It is currently the intention of the Board of Directors of the
Company to pay cash dividends on a quarterly basis. However, there is no
assurance that cash dividends will be paid in the future as they are
dependent upon the earnings, financial condition, and capital requirements of
the Company and the Bank, as well as legal and regulatory requirements.

         Federal and State banking and corporate laws could limit the Bank'
ability to pay dividends to the Company. The Bank has issued a policy
statement that a bank holding company should not declare or pay a cash
dividend to its shareholders if the dividend would place undue pressure on
the capital of its subsidiary banks or if the dividend could be funded only
through additional borrowings or other arrangements that may adversely affect
the financial position of the Company. In addition, a bank holding company
may not continue its existing rate of cash dividends on its common stock
unless its net income is sufficient to fully fund each dividend, and its
prospective rate of earnings retention is sufficient to fully fund each
dividend and appears consistent with its capital needs, asset quality, and
overall financial condition.

         Due to the Bank's disappointing 1998 financial performance and
continued concerns regarding the quality of the Bank's loan portfolio, the
Bank's Board of

                                       31
<PAGE>

Directors passed a resolution which requires the Bank to seek the prior
approval of the FDIC and DFI before the payment of any cash dividends.

         As of February 28, 1999, there were 1,059 holders of record of the
Company's common stock.

ITEM 6.  SELECTED FINANCIAL DATA

     For the "Selected Financial Data," see page 3 of the Company's 1999
Annual Report to the Shareholders, which is incorporated herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

         For the "Management's Discussion and Analysis of Financial Condition
and Results of Operations," see pages 8-22 of the Company's 1999 Annual
Report to the Shareholders, which is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         For the discussion of "Quantitative and Qualitative Disclosures
About Market Risk," see section titled "Interest Rate Sensitivity" at pages
19-20 of the Company's 1999 Annual Report to the Shareholders, which is
incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         For "Financial Statements and Supplemental Data," see pages 23-39 of
the Company's 1999 Annual Report to the Shareholders, which is incorporated
herein by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         Not applicable.

                                       32
<PAGE>


                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         For information concerning directors and executive officers of the
Company, see "ELECTION OF DIRECTORS" and "Compliance with Section 16(a) of
the Securities Exchange Act of 1934" in the definitive Proxy Statement for
the Company's 2000 Annual Meeting of Shareholders to be filed pursuant to
Regulation 14A (the "Proxy Statement"), which is incorporated herein by
reference.

ITEM 11. EXECUTIVE COMPENSATION

         For information concerning executive compensation, see "EXECUTIVE
COMPENSATION" in the Proxy Statement, which is incorporated herein by
reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         For information concerning security ownership of certain beneficial
owners and management, see "Security Ownership of Certain Beneficial
Owners and Management" and "Election of Directors" in the Proxy Statement,
which is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         For information concerning certain relationships and related
transactions, see "Indebtedness of Management and Other Transactions" in the
Proxy Statement, which is incorporated herein by reference.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)      1.     FINANCIAL STATEMENTS

         The consolidated financial statements of the Company and
subsidiaries, other financial information, and the Independent Auditors'
Report on Consolidated Financial Statements are contained herein under Item 8.


                                       33
<PAGE>

         2.     FINANCIAL STATEMENT SCHEDULES



         In accordance with Regulation S-X, the financial statement schedules
have been omitted because (a) they are not applicable to or required of the
Company; or (b) the information required is included in the consolidated
financial statements or notes thereto.

         3.     EXHIBITS

         See Index to Exhibits of this Form 10-K.

(b)      REPORTS ON FORM 8-K

         The Company filed no reports on Form 8-K during the quarter ending
December 31, 1999.















                                       34
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly issued this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

CALIFORNIA INDEPENDENT BANCORP

Date:  March 21, 2000

By:  /s/ Larry D. Hartwig
-----------------------------
         Larry D. Hartwig, President
         and Chief Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons in the capacities and on
the dates indicated.

<TABLE>
<CAPTION>
Signature                                   Title                              Date
<S>                                 <C>                                <C>
/s/ Annette Bertolini               Senior Vice President              March 21, 2000
--------------------------          and Chief Financial Officer
ANNETTE BERTOLINI                  (Principal Financial and
                                    Accounting Officer)

/s/ John L.  Dowdell                Director                           March 21, 2000
-------------------------
JOHN L.  DOWDELL

/s/ Harold M. Eastridge             Director                           March 21, 2000
-------------------------
HAROLD M. EASTRIDGE

/s/ William H. Gilbert
--------------------------          Director                           March 21, 2000
WILLIAM H. GILBERT

                                       35
<PAGE>

/s/ Larry D. Hartwig
--------------------------          President, Chief                   March 21, 2000
LARRY D. HARTWIG                    Executive Officer and
                                    Director

/s/ John J. Jelavich
--------------------------          Director                           March 21, 2000
JOHN J. JELAVICH

/s/ Donald H. Livingstone
--------------------------          Director                           March 21, 2000
DONALD H. LIVINGSTONE

/s/ Alfred G. Montna
--------------------------          Director                           March 21, 2000
ALFRED G. MONTNA

/s/ David A. Offutt
--------------------------          Chairman of the Board              March 21, 2000
DAVID A. OFFUTT                     of Directors, and Director

/s/William K. Retzer
--------------------------          Director                           March 21, 2000
WILLIAM K. RETZER

/s/Ross D. Scott
--------------------------          Director                           March 21, 2000
ROSS D. SCOTT

/s/ Michael C. Wheeler
--------------------------          Director                           March 21, 2000
MICHAEL C. WHEELER
</TABLE>


                                  INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.
-----------
<S>               <C>
2.1               Plan of Reorganization and Merger Agreement dated January 30,
                  1995 by and between Feather River State Bank, FRSB Merger
                  Company and

                                       36
<PAGE>

                  California Independent Bancorp. Filed as Exhibit 2.1 to the
                  Company's General Form for Registration of Securities on
                  Form 10 (File No. 0-26552).*

3.1               Secretary's Compiled, Amended and Restated Articles of
                  Incorporation for California Independent Bancorp as of April
                  26, 1999. Filed as Exhibit 3.1 to the Company's Quarterly
                  Report filed on Form 10Q for the period ended March 31, 1999.*

3.2               Secretary's Compiled, Amended and Restated Bylaws of
                  California Independent Bancorp as of September 30,1999. Filed
                  as Exhibit 3.2 to the Company's Quarterly Report filed on Form
                  10Q for the period ended September 30, 1999.*

10.1              Salary Continuation Agreement dated April 28, 1993 with
                  Annette Dier Bertolini. Filed as Exhibit 10.1 to the Company's
                  General Form for Registration of Securities on Form 10 (File
                  No. 0-26552).*

10.2              Consolidated Agreement dated April 30, 1993 with Unisys
                  Corporation. Filed as Exhibit 10.3 to the Company's General
                  Form for Registration of Securities on Form 10 (File No.
                  0-26552).*

10.3              Agreements with Information Technologies, Inc. Filed as
                  Exhibit 10.4 to the Company's General Form for Registration of
                  Securities on Form 10 (File No. 0-26552).*

10.4              Lease for 6545 Sunrise Boulevard, Suite 201, Citrus Heights,
                  California. Filed as Exhibit 10.5 to the Company's General
                  Form for Registration of Securities on Form 10 (File No.
                  0-26552).*

10.5              Deferred Compensation Agreement dated July 19, 1994 with
                  William H. Gilbert. Filed as Exhibit 10.6 to the Company's
                  General Form for Registration of Securities on Form 10 (File
                  No. 0-26552).*

10.6              Feather River State Bank Employee Ownership Plan. Filed as
                  Exhibit 10.7 to the Company's General Form for Registration of
                  Securities on Form 10 (File No. 0-26552).*

10.7              Bank Affiliate Agreement between Feather River State Bank and
                  Select Advisors, Inc. Filed as Exhibit 10.8 to the Company's
                  General Form for Registration of Securities on Form 10 (File
                  No. 0-26552).*

                                       37
<PAGE>

10.8              California Independent Bancorp 1989 Amended and Restated Stock
                  Option Plan including related Incentive and Non Statutory
                  Stock Option Agreements. Filed as Exhibit 4 to Amendment No. 1
                  to the Company's Registration Statement on Form S-8/SEC
                  Registration No. 333-09813 dated November 26, 1996.*

10.9              California Independent Bancorp 1996 Stock Option Plan and
                  related Incentive Stock Option and Nonstatutory Stock Option
                  Agreements. Filed as Exhibit to Amendment No. 1 to the
                  Company's Form S-8/SEC Registration No. 333-09823 dated
                  November 26, 1996.*

10.10             Lease by and between Anderson and Associates and E.P.I.
                  Leasing Co., Inc., for the premises at 6929 Sunrise Boulevard,
                  Citrus Heights, California. Filed as Exhibit 10.17 to the
                  Company's Form 10-K for December 31, 1996.*

10.11             Lease by and between Raj J. Sharma and Feather River State
                  Bank for 114 D Street, Wheatland, California. Filed as Exhibit
                  10.16 to the Company's Form 10-K for December 31, 1998.*

10.12             Lease by and between Diana Holmes, Trustee, and Feather River
                  State Bank for the Chico, California Loan Production Office
                  located at 500 Main Street, Chico, California. Filed as
                  Exhibit 10.17 to the Company's Form 10-K for December 31,
                  1998.*

10.13             Consulting Agreement between Feather River State Bank and
                  Robert J. Mulder dated June 23, 1999. Filed as Exhibit 10.18
                  to the Company's Form 10-Q for June 30, 1999.*

10.14             Severance Agreement between California Independent Bancorp,
                  Feather River State Bank and Robert J. Mulder dated May 25,
                  1999. Filed as Exhibit 10.19 to the Company's Form 10-Q for
                  June 30, 1999.*

10.15             Director Deferred Fee Agreement between Feather River State
                  Bank and David A. Offutt dated April 1, 1999. Filed as Exhibit
                  10.20 to the Company's Form 10-Q for September 30, 1999.*

10.16             Employment Agreement between California Independent Bancorp,
                  Feather River State Bank and Larry D. Hartwig dated July 19,
                  1999. Filed as Exhibit 10.21 to the Company's Form 10-Q for
                  September 30, 1999.*

                                       38
<PAGE>

10.17             Nonqualified Stock Option Agreement between California
                  Independent Bancorp and Larry D. Hartwig dated July 19, 1999.
                  Filed as Exhibit 10.22 to the Company's Form 10-Q for
                  September 30, 1999.*

10.18             Executive Salary Continuation Agreement between Feather River
                  State Bank and Blaine C. Lauhon dated May 7, 1999. Filed as
                  Exhibit 10.23 to the Company's Form 10-Q for September 30,
                  1999.*

10.19             Executive Salary Continuation Agreement between Feather River
                  State Bank and Larry D. Hartwig dated October 27, 1999.

10.20             Sublease by and between the Rural Community Insurance Agency
                  and Feather River State Bank for Fresno, California office
                  space dated September 11, 1999.

13                California Independent Bancorp's 1999 Annual Report to
                  Shareholders. (Deemed filed only with respect to those
                  sections which have been incorporated into this Form 10-K by
                  reference.)

21                Feather River State Bank, a California banking corporation, is
                  the only subsidiary of Registrant.

23                Consent of Arthur Andersen LLP for audited financial
                  statements for the year ended December 31, 1999.

27                Financial Data Schedule
</TABLE>
---------------

*                 Document incorporated herein by reference.


                                       39