Exhibit 10.1





Exhibit 10.1




United States Department Of The Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220




August 26, 2009




Ladies and Gentlemen:



Reference is made to that certain Letter Agreement incorporating the Securities Purchase
Agreement — Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth
on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the
company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined
herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to
the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of
shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”)
and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto
(the “Warrant”).



In connection with the consummation of the repurchase (the “Repurchase”) by the Company from
the Investor, on the date hereof, of the number of Preferred Shares listed on Schedule A hereto
(the “Repurchased Preferred Shares”), as permitted by the Emergency Economic Stabilization Act of
2008, as amended by the American Recovery and Reinvestment Act of 2009:




(a) The Company hereby acknowledges receipt from the Investor of the share
certificate set forth on Schedule A hereto representing the Preferred Shares; and




(b) The Investor hereby acknowledges receipt from the Company of a wire transfer to
the account of the Investor set forth on Schedule A hereto in immediately available funds
of the aggregate purchase price set forth on Schedule A hereto, representing payment in
full for the Repurchased Preferred Shares at a price per share equal to the Liquidation
Amount per share, together with any accrued and unpaid dividends to, but excluding, the
date hereof.




(c) The Investor hereby acknowledges receipt from the Company of a share certificate
for the number of Preferred Shares set forth on Schedule A hereto, equal to the difference
between the Preferred Shares represented by the certificate referenced in clause (a) above
and the Repurchased Preferred Shares.



This letter agreement will be governed by and construed in accordance with the federal law of
the United States if and to the extent such law is applicable, and otherwise in accordance with the
laws of the State of New York applicable to contracts made and to be performed entirely within such
State.



UST 106



 


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This letter agreement may be executed in any number of separate counterparts, each such
counterpart being deemed to be an original instrument, and all such counterparts will together
constitute the same agreement. Executed signature pages to this letter agreement may be delivered
by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been
delivered.



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In witness whereof, the parties have duly executed this letter agreement as of the date first
written above.



	 	 	 	 	 
	 	UNITED STATES DEPARTMENT OF

THE TREASURY

 	 
	 	By:  	/s/ Herbert M. Allison, Jr.
 	 
	 	 	Name:  	Herbert M. Allison, Jr. 	 
	 	 	Title:  	Assistant Secretary for Financial Stability 	 
	 



	 	 	 	 	 
	 	COMPANY:



CVB FINANCIAL CORP.

 	 
	 	By:  	/s/ Christopher D. Myers
 	 
	 	 	Name:  	Christopher D. Myers 	 
	 	 	Title:  	President & CEO 	 
	 



UST 106




 


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SCHEDULE A




	 	 	 	 	 
	General Information:
	 	 	 	 
	 
	 	 	 	 
	Date of Letter Agreement incorporating the Securities
Purchase Agreement:

	 	December 5, 2008

	Name of the Company:

	 	CVB Financial Corp.

	Corporate or other organizational form of the
Company:

	 	Corporation

	Jurisdiction of organization of the Company:

	 	California

	Number and series of preferred stock issued to the
Investor at the Closing:

	 	130,000 shares of Series B Fixed Rate Cumulative

Perpetual Preferred Stock

	Number of Initial Warrant Shares:

	 	 	1,669,521	 
	 
	 	 	 	 
	Terms of the Repurchase:
	 	 	 	 
	Number of Preferred Shares repurchased by the
Company:

	 	97,500 shares of Series B Fixed Rate Cumulative

Perpetual Preferred Stock

	Share certificate number (representing the Preferred
Shares previously issued to the Investor at the
Closing):

	 	PB00001

	Per share Liquidation Amount of Preferred Shares:

	 	$1,000 per share

	Accrued and unpaid dividends on Preferred Shares:

	 	$	148,958.33	 
	Aggregate purchase price for Repurchased Preferred 

Shares:

	 	$	97,648,958.33	 
	Difference between the Preferred Shares and the
Repurchased Preferred Shares:

	 	32,500 shares of Series B Fixed Rate Cumulative

Perpetual Preferred Stock

	 
	 	 	 	 
	Investor wire information for payment of purchase
price:

	 	Redacted







UST 106





 


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