<PAGE>
                                                                  EXHIBIT 10.11

                      CALIFORNIA COMMUNITY BANCSHARES, INC.
                      -------------------------------------

                          EMPLOYEE STOCK OWNERSHIP PLAN
                          -----------------------------





<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>


SECTION                                                                                                       PAGE
-------                                                                                                       ----

<S>                                                                                                         <C>

 1.  Nature of the Plan..........................................................................................1
 2.  Definitions.................................................................................................1
 3.  Eligibility and Participation...............................................................................6
 4.  Employer Contributions......................................................................................8
 5.  Investment of Trust Assets..................................................................................9
 6.  Allocations to Participants' Accounts......................................................................10
 7.  Limitation on Annual Additions.............................................................................12
 8.  Voting Company Stock.......................................................................................13
 9.  Disclosure to Participants.................................................................................14
10.  Vesting and Forfeitures....................................................................................15
11.  Credited Service and Break in Service......................................................................18
12.  Distribution of Capital Accumulation.......................................................................19
13.  No Assignment of Benefits..................................................................................22
14.  Administration.............................................................................................23
15.  Claims Procedure...........................................................................................27
16.  Limitation on Participants' Rights.........................................................................28
17.  Future of the Plan.........................................................................................28
18.  "Top-Heavy" Contingency Provisions.........................................................................30
19.  Governing Law..............................................................................................31
20.  Execution..................................................................................................31

</TABLE>


<PAGE>



                      CALIFORNIA COMMUNITY BANCSHARES, INC.

                          EMPLOYEE STOCK OWNERSHIP PLAN



Section 1.  NATURE OF THE PLAN.

         The purpose of this Plan is to enable participating Employees to share
in the growth and prosperity of California Community Bancshares, Inc. (the
"Company") and to provide Participants with an opportunity to accumulate capital
for their future economic security.
         The Plan, hereby adopted effective as of December 31, 1999, is a profit
sharing plan under Section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), and an "eligible individual account plan" under Section
407(d)(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA").
         All Trust Assets held under the Plan will be administered, distributed,
forfeited and otherwise governed by the provisions of this Plan and the related
Trust Agreement. The Plan is administered by the Company and an Administrative
Committee (the "Committee") for the exclusive benefit of Participants (and their
Beneficiaries).

Section 2.  DEFINITIONS.

         In this Plan, whenever the context so indicates, the singular or plural
number and the masculine, feminine or neuter gender shall be deemed to include
the other, the terms "he," "his" and "him" shall refer to a Participant, and the
capitalized terms shall have the following meanings:


<PAGE>


<TABLE>

    <S>                                            <C>


         Account ................................    One of two accounts
                                                     maintained to record the
                                                     interest of a Participant
                                                     under the Plan.  See Section 6.

         Affiliate ..............................    Any corporation which is a
                                                     member of a controlled
                                                     group of corporations
                                                     (within the meaning of
                                                     Section 414(b) of the Code)
                                                     of which the Company is
                                                     also a member or any trade
                                                     or business (whether or not
                                                     incorporated) which is
                                                     under common control with
                                                     the Company (within the
                                                     meaning of Section 414(c)
                                                     of the Code).

         Allocation Date ....................        December 31st of each year
                                                     (the last day of each
                                                     Plan Year).

         Approved Absence ...................        A leave of absence from
                                                     work granted to an Employee
                                                     by an Employer under its
                                                     established leave policy,
                                                     including unpaid leave
                                                     under the Family and
                                                     Medical Leave Act of 1993.
                                                     See Section 3(c).

         Beneficiary ........................        The person (or persons)
                                                     entitled to receive any
                                                     benefit under the Plan in
                                                     the event of a
                                                     Participant's death. See
                                                     Section 12(b).

         Board of Directors .................        The Board of Directors of
                                                     the Company.

         Break in Service ...................        A Plan Year in which an
                                                     Employee is not credited
                                                     with at least 500 Hours of
                                                     Service by reason of
                                                     termination of Service. See
                                                     Section 11(b).

         Code ...............................        The Internal Revenue Code
                                                     of 1986, as amended.

         Capital Accumulation ...............        A Participant's vested,
                                                     nonforfeitable interest in
                                                     his Account. Each
                                                     Participant's Capital
                                                     Accumulation shall be
                                                     determined in accordance
                                                     with the provisions of
                                                     Section 10 and distributed
                                                     as provided in Section 12.

         Committee ..........................        The Administrative
                                                     Committee appointed by the
                                                     Board of Directors to
                                                     administer the Plan. See
                                                     Section 14.


                                      -2-
<PAGE>


         Company...............................      California Community
                                                     Bancshares, Inc., a
                                                     Delaware corporation.

         Company Stock ........................      Shares of common stock
                                                     issued by the Company,
                                                     which shares constitute
                                                     "employer securities" under
                                                     Section 409(l)(1) of the
                                                     Code.

         Company Stock Account ................      The Account which reflects
                                                     each Participant's interest
                                                     in Company Stock held under
                                                     the Plan. See Section 6.

         Compensation .........................      The total wages and other
                                                     compensation paid to an
                                                     Employee by the Company
                                                     during each Plan Year, as
                                                     reported on the Employee's
                                                     Tax and Wage Statement
                                                     (Form W-2), including any
                                                     Elective Deferral
                                                     Contributions made on his
                                                     behalf for the Plan Year to
                                                     the 401(k) Plan and any
                                                     amounts withheld pursuant
                                                     to a "cafeteria plan" under
                                                     Section 125 of the Code,
                                                     but excluding any amount in
                                                     excess of $160,000 (as
                                                     adjusted after 1999 for
                                                     increases in the cost of
                                                     living pursuant to Section
                                                     401(a)(17) of the Code).

         Credited Service ...................        The number of Plan Years in
                                                     which an Employee is
                                                     credited with at least 500
                                                     Hours of Service. See
                                                     Section 11.

         Disability .........................        A physical or mental condition
                                                     of a Participant resulting
                                                     from bodily injury,
                                                     disease, or mental disorder
                                                     which renders him incapable
                                                     of continuing his usual and
                                                     customary employment with
                                                     his Employer. The
                                                     disability of a Participant
                                                     shall be determined by the
                                                     Company.

         Elective Deferral
         Contributions .......................       Contributions made to the
                                                     401(k) Plan by the Company
                                                     on behalf of a Participant
                                                     pursuant to his salary
                                                     deferral election.

         Employee .............................      Any individual who is
                                                     treated as a common-law
                                                     employee by an Employer;
                                                     provided, however, that an
                                                     independent contractor (or
                                                     other individual) who is
                                                     reclassified as a common
                                                     law employee on a
                                                     retroactive basis shall not
                                                     be treated as having


                                      -3-
<PAGE>


                                                     been an Employee for
                                                     purposes of the Plan for
                                                     any period prior to the
                                                     date that he is so
                                                     reclassified. A "leased
                                                     employee" is not an
                                                     Employee for purposes of
                                                     the Plan. For this purpose,
                                                     a "leased employee," as
                                                     described in Section
                                                     414(n)(2) of the Code, is
                                                     any individual who is not
                                                     treated as a common-law
                                                     employee of an Employer and
                                                     who provides services to
                                                     the Employer if (A) such
                                                     services are provided
                                                     pursuant to an agreement
                                                     between the Employer and a
                                                     leasing organization, (B)
                                                     such individual has
                                                     performed services for the
                                                     Employer on a substantially
                                                     full-time basis for a
                                                     period of at least one
                                                     year, and (C) such services
                                                     are performed under the
                                                     primary direction or
                                                     control of the Employer.

         Employer ..............................     The Company and each
                                                     Affiliate that is
                                                     designated as an Employer
                                                     by the Board of Directors
                                                     and which adopts the Plan
                                                     for the benefit of its
                                                     employees.

         Employer Contributions ................     Payments made to the Trust
                                                     by the Company in amounts
                                                     determined by the Board of
                                                     Directors. See Section 4.

         ERISA .................................     The Employee Retirement
                                                     Income Security Act of
                                                     1974, as amended.

         Fair Market Value .....................     The fair market value of
                                                     Company Stock, as
                                                     determined for all purposes
                                                     under the Plan by reference
                                                     to prevailing market
                                                     prices; provided, however,
                                                     that if Company Stock is
                                                     not readily tradable on an
                                                     established securities
                                                     market, the Committee shall
                                                     determine fair market value
                                                     in good faith.

         Forfeiture .............................    The portion of the
                                                     Participant's Account which
                                                     does not become a part of
                                                     his Capital Accumulation
                                                     and which is forfeited
                                                     under Section 10(b).


                                      -4-
<PAGE>


         401(k) Plan ...........................     The Placer Savings Bank
                                                     401(k) Retirement Plan, a
                                                     profit sharing plan
                                                     qualified under Section
                                                     401(a) of the Code that
                                                     includes a "cash or
                                                     deferred arrangement" under
                                                     Section 401(k) of the Code.

         Highly Compensated
         Employee .............................      An Employee who (1) was
                                                     a "5% owner" at any time
                                                     during the Plan Year or the
                                                     preceding Plan Year, or (2)
                                                     received Compensation in
                                                     excess of $80,000 in the
                                                     preceding Plan Year and, if
                                                     so elected by the Company,
                                                     was in the top-paid 20%
                                                     group of Employees for such
                                                     preceding Plan Year;
                                                     provided, however, that if
                                                     such "top-paid group"
                                                     election is made by the
                                                     Company for any Plan Year,
                                                     the "top-paid group"
                                                     election must also be
                                                     applied to all employee
                                                     benefit plans maintained by
                                                     the Company or an
                                                     Affiliate. The $80,000
                                                     amount shall be adjusted
                                                     after 1999 for increases in
                                                     the cost of living pursuant
                                                     to Section 414(q)(1) of the
                                                     Code.

         Hour of Service ........................    Each hour of Service for
                                                     which an Employee is
                                                     credited under the Plan, as
                                                     described in Section 3(d).

         Other Investments
         Account ................................    The Account which reflects
                                                     each Participant's interest
                                                     under the Plan attributable
                                                     to any Trust Assets other
                                                     than Company Stock. See
                                                     Section 6.

         Participant ............................    Any Employee or former
                                                     Employee who has met the
                                                     applicable eligibility
                                                     requirements of Section
                                                     3(a) and who has not yet
                                                     received a complete
                                                     distribution of his Capital
                                                     Accumulation.

         Plan ...................................    The California Community
                                                     Bancshares, Inc. Employee
                                                     Stock Ownership Plan, which
                                                     includes this Plan and the
                                                     related Trust Agreement.

         Plan Year ..............................    The 12-month period ending
                                                     on each Allocation Date
                                                     (and coinciding with each
                                                     calendar year), which
                                                     period shall also be the
                                                     "limitation year" for
                                                     purposes of Section 415 of
                                                     the Code.


         Retirement ............................     Termination of Service after
                                                     attaining age 65.


                                      -5-
<PAGE>


         Service ...............................     Employment with the Company
                                                     or with any Affiliate.

         Trust .................................     The California Community
                                                     Bancshares, Inc. Employee
                                                     Stock Ownership Trust,
                                                     which is governed by the
                                                     Trust Agreement entered
                                                     into between the Company
                                                     and the Trustee.

         Trust Agreement .......................     The Agreement between the
                                                     Company and the Trustee
                                                     which specifies certain
                                                     duties of the Trustee.

         Trust Assets ..........................     The Company Stock and any
                                                     other assets held in the
                                                     Trust for the benefit of
                                                     Participants. See Section 5.

         Trustee ..............................      The Trustee or Trustees
                                                     (and any successor Trustee)
                                                     appointed by the Board of
                                                     Directors to serve as the
                                                     trustee(s) of the Trust.
                                                     See Section 14.

</TABLE>


Section 3.  ELIGIBILITY AND PARTICIPATION.

         (a) Each eligible Employee on December 31, 1999, will become a
Participant on that date if in the Plan Year ending on December 31, 1999, he
completed at least six consecutive months of Service and was credited with at
least 250 Hours of Service. Thereafter, each other eligible Employee shall
become a Participant on December 31st of the Plan Year in which he has completed
at least six consecutive months of Service and is credited with at least 250
Hours of Service.

         In the event that the terms of Service of any Employee are covered by a
collective bargaining agreement, the Employee shall not be eligible to
participate in the Plan unless the terms of such agreement specifically provide
for participation in this Plan.

                                      -6-
<PAGE>


         (b) A Participant is entitled to share in the allocations of Employer
Contributions and Forfeitures under Section 6(a) for each Plan Year in which he
is credited with at least 500 Hours of Service and is an Employee (or on
Approved Absence) on the Allocation Date. A Participant is also entitled to
share in the allocations of Employer Contributions and Forfeitures for the Plan
Year of his Retirement, Disability or death.

         (c) A former Participant who is reemployed by the Company shall become
a Participant as of the date of his reemployment if he is then an eligible
Employee. A former Employee who is reemployed by the Company and who previously
satisfied the requirements described in Section 3(a) shall become a Participant
as of the date of his reemployment if he is then an eligible Employee. An
Employee who is on Approved Absence shall not become a Participant until the end
of his Approved Absence, but a Participant who is on an Approved Absence shall
continue as a Participant during the period of his Approved Absence.
Notwithstanding any provision of this Plan to the contrary, contributions,
benefits and service credit with respect to qualified military service will be
provided in accordance with Section 414(u) of the Code.

         (d) HOURS OF SERVICE - For purposes of determining the Hours of Service
to be credited to an Employee under the Plan, the following rules shall be
applied:

                  (1)      Hours of Service shall include each hour of Service
                           for which an Employee is paid (or entitled to
                           payment) for the performance of duties; each hour of
                           Service for which an Employee is paid (or entitled to
                           payment) for a period during which no duties are
                           performed due to vacation, holiday, illness,
                           incapacity (including disability), layoff, jury duty,
                           military duty or paid leave of absence; and each
                           additional hour of Service for which back pay is
                           either awarded or agreed to (irrespective of
                           mitigation of damages); provided, however, that not
                           more than 501 Hours


                                      -7-
<PAGE>

                           of Service shall be credited for a single continuous
                           period during which an Employee does not perform any
                           duties.

                  (2)      The crediting of Hours of Service shall be determined
                           in accordance with the rules set forth in paragraphs
                           (b) and (c) of Section 2530.200b-2 of the regulations
                           prescribed by the Department of Labor, which rules
                           shall be consistently applied with respect to all
                           Employees within the same job classification.

                  (3)      Hours of Service shall not be credited to an Employee
                           for a period during which no duties are performed if
                           payment is made or due under a plan maintained solely
                           for the purpose of complying with applicable worker's
                           compensation, unemployment compensation or disability
                           insurance laws, and Hours of Service shall not be
                           credited on account of any payment made or due an
                           Employee solely in reimbursement of medical or
                           medically-related expenses.



Section 4.  EMPLOYER CONTRIBUTIONS.

         (a) EMPLOYER CONTRIBUTIONS - Employer Contributions shall be paid to
the Trustee for each Plan Year in such amount (or under such formula) as may be
determined by the Board of Directors.

         (b) PAYMENT OF EMPLOYER CONTRIBUTIONS - Employer Contributions shall be
paid to the Trustee not later than the due date (including extensions) for
filing the Company's Federal income tax return for the applicable taxable year
of the Company. Employer Contributions may be paid in cash and/or in shares of
Company Stock, as determined by the Board of Directors. The amount of any
Employer Contributions that are paid in the form of shares of Company Stock
shall be valued based upon Fair Market Value on the date the shares are issued
to the Trust.

         (c) ADDITIONAL PROVISIONS - Employer Contributions shall not be made in
amounts which can be allocated to no Participant's Accounts by reason of the
allocation limitation


                                      -8-
<PAGE>

described in Section 7 or in amounts which are not deductible under Section
404(a) of the Code. Any Employer Contributions which are not deductible under
Section 404(a) of the Code may be returned to the Company by the Trustee (upon
the direction of the Company) within one year after the deduction is disallowed
or after it is determined that the deduction is not available. In the event that
Employer Contributions are paid to the Trust by reason of a mistake of fact,
such Employer Contributions may be returned to the Company by the Trustee (upon
the direction of the Company) within one year after the payment to the Trust.

         (d) PARTICIPANT CONTRIBUTIONS - No Participant shall be required or
permitted to make contributions to the Trust.

Section 5.  INVESTMENT OF TRUST ASSETS.

         (a) Trust Assets will be invested by the Trustee primarily in Company
Stock in accordance with directions from the Committee. Employer Contributions
(and other Trust Assets) may be used to acquire shares of Company Stock from any
Company shareholder or from the Company. All purchases of Company Stock by the
Trustee shall be made only as directed by the Committee and only at prices which
do not exceed Fair Market Value as of the date of the purchase. The Committee
may direct the Trustee to invest and hold up to 100% of the Trust Assets in
Company Stock. Shares of Company Stock held or distributed by the Trustee may
include such legend restrictions on transferability as the Company may
reasonably require in order to assure compliance with applicable Federal and
state securities laws. The Trustee shall invest any Trust Assets that are not
invested in Company Stock in such prudent


                                      -9-
<PAGE>


investments as the Committee deems to be desirable for the Trust, or Trust
Assets may be held temporarily in cash.

         (b) The Committee may direct the Trustee to sell shares of Company
Stock to any person (including the Company), provided that any such sale shall
be effected by the Trustee at a price not less than Fair Market Value on the
date of the sale. Any decision by the Committee to direct the Trustee to sell
Company Stock under this Section 5 must comply with the fiduciary duties
applicable under Section 404(a)(1) of ERISA.

Section 6.  ALLOCATIONS TO PARTICIPANTS' ACCOUNTS.

         A Company Stock Account and an Other Investments Account shall be
maintained to reflect the interest of each Participant under the Plan.

         COMPANY STOCK ACCOUNT - The Company Stock Account maintained for each
Participant will be credited annually with his allocable share of Company Stock
(including fractional shares) purchased and paid for by the Trust or contributed
in kind to the Trust as Employer Contributions, with any Forfeitures from
Company Stock Accounts and with any stock dividends on Company Stock allocated
to his Company Stock Account.

         OTHER INVESTMENTS ACCOUNT - The Other Investments Account maintained
for each Participant will be credited annually with his allocable share of
Employer Contributions that are not in the form of Company Stock, with any
Forfeitures from Other Investments Accounts, with any cash dividends on Company
Stock allocated to his Company Stock Account (other than


                                      -10-
<PAGE>

currently distributed dividends) and any net income (or loss) of the Trust. Such
Account will be debited for the Participant's share of any cash payments made by
the Trustee for the acquisition of Company Stock.

         The allocations to Participants' Accounts for each Plan Year will be
made as follows:

         (a) EMPLOYER CONTRIBUTIONS AND FORFEITURES - Employer Contributions
under Section 4(a) and Forfeitures under Section 10(b) for each Plan Year will
be allocated as of the Allocation Date among the Accounts of Participants so
entitled under Section 3(b) in the ratio that the Compensation of each such
Participant bears to the total Compensation of all such Participants, subject to
the allocation limitation described in Section 7. For purposes of this Section
6(a), a Participant's Compensation shall not include any amount in excess of
$50,000.

         (b) NET INCOME (OR LOSS) OF THE TRUST - The net income (or loss) of the
Trust for each Plan Year will be determined as of the Allocation Date. Prior to
the allocation of Employer Contributions and Forfeitures for the Plan Year, each
Participant's share of any net income (or loss) will be allocated to his Other
Investments Account in the ratio that the total balances of both his Accounts on
the preceding Allocation Date (reduced by any distribution of Capital
Accumulation from such Account during the Plan Year) bears to the sum of such
Account balances for all Participants as of that date. The net income (or loss)
of the Trust includes the increase (or decrease) in the fair market value of
Trust Assets (other than Company Stock), interest income, dividends and other
income and gains (or losses) attributable to Trust Assets (other than any
dividends on Company Stock) since the preceding Allocation Date, reduced by any
expenses charged to the Trust Assets for that Plan Year.


                                      -11-
<PAGE>


         (c) DIVIDENDS ON COMPANY STOCK - Any cash dividends received on shares
of Company Stock allocated to Participants' Company Stock Accounts will be
allocated to the respective Other Investments Accounts of such Participants. Any
stock dividends received on Company Stock shall be credited to the Accounts to
which such Company Stock was allocated.

         (d) ACCOUNTING FOR ALLOCATIONS - The Company shall establish accounting
procedures for the purpose of making the allocations to Participants' Accounts
provided for in this Section 6. The Company shall maintain adequate records of
the aggregate cost basis of Company Stock allocated to each Participant's
Company Stock Account. From time to time, the Company may modify the accounting
procedures for the purposes of achieving equitable and nondiscriminatory
allocations among the Accounts of Participants in accordance with the general
concepts of the Plan, the provisions of this Section 6 and the requirements of
the Code and ERISA.

Section 7.  LIMITATION ON ANNUAL ADDITIONS.

         The Annual Additions for each Plan Year with respect to any Participant
may not exceed the lesser of:

                  (1)      25% of his Compensation; or

                  (2)      $30,000, as adjusted for increases in the cost of
                           living pursuant to Section 415(d)(1)(C) of the Code.

For this purpose, "Annual Additions" shall be the total of the Employer
Contributions and Forfeitures (including any income attributable to Forfeitures)
allocated to the Accounts of a


                                      -12-
<PAGE>


Participant for the Plan Year plus any contributions (including Elective
Deferral Contributions) or forfeitures (including any income attributable
thereto) allocated to his accounts under the 401(k) Plan for the Plan Year. In
determining such Annual Additions, Forfeitures of Company Stock shall be
included at Fair Market Value as of the Allocation Date and Employer
Contributions in the form of Company Stock shall be included at Fair Market
Value as of the date such shares are issued to the Trust.

         If the aggregate amount that would be allocated to the Accounts of a
Participant in the absence of these limitations would exceed the amount set
forth in these limitations, the allocation of employer contributions and
forfeitures under the 401(k) Plan shall be reduced prior to reducing the
allocations to his accounts under this Plan. Any Forfeitures which can be
allocated to no Participant's Accounts by reason of these limitations shall be
credited to a "Forfeiture Suspense Account" and allocated as Forfeitures under
Section 6(a) for the next succeeding Plan Year (prior to the allocation of
Employer Contributions for such succeeding Plan Year).

Section 8.  VOTING COMPANY STOCK.

         Each Participant (or Beneficiary) will be entitled to give directions
to the Trustee as to the voting of shares of Company Stock allocated to his
Company Stock Account on all matters presented for a vote of stockholders. Each
Participant (or Beneficiary) having shares allocated to his Company Stock
Account as of the record date for voting at a stockholder meeting shall be
provided with the proxy statement and other materials provided to Company
stockholders in connection with such meeting, together with a form upon which
confidential voting directions

                                      -13-
<PAGE>

may be given to the Trustee. The Trustee shall not disclose the voting
directions of any individual Participant (or Beneficiary) to the Committee or
the Company. Any allocated Company Stock with respect to which voting directions
are not received from Participants (or Beneficiaries) and any shares of Company
Stock which are not then allocated to Participants' Company Stock Accounts shall
be voted by the Trustee in the manner directed by the Committee.

Section 9.  DISCLOSURE TO PARTICIPANTS.

         (a) SUMMARY PLAN DESCRIPTION - The Company shall furnish each
Participant with a summary plan description of the Plan required by Sections
102(a)(1) and 104(b)(1) of ERISA. Such summary plan description shall be updated
from time to time as required under ERISA and U.S. Department of Labor
regulations thereunder.

         (b) SUMMARY ANNUAL REPORT - Within two months after the due date for
the filing of the annual report/return (Form 5500) for the Plan Year with the
Internal Revenue Service, the Company shall furnish each Participant with the
summary annual report of the Plan required by Section 104(b)(3) of ERISA, in the
form prescribed in regulations of the U.S. Department of Labor.

         (c) ANNUAL STATEMENT - Following each Allocation Date, the Company
shall furnish each Participant with a statement reflecting the following
information:

                  (1)      The balances (if any) in his Accounts as of the
                           beginning of the Plan Year.


                                      -14-
<PAGE>


                  (2)      The amount of Employer Contributions and Forfeitures
                           allocated to his Accounts for that Plan Year.

                  (3)      The adjustments to his Accounts to reflect his share
                           of dividends (if any) on Company Stock and any net
                           income (or loss) of the Trust for that Plan Year.

                  (4)      The new balances in his Accounts, including the
                           number of shares of Company Stock allocated to his
                           Company Stock Account and the Fair Market Value.

                  (5)      His number of years of Credited Service and his
                           vested percentage in his Account balances (under
                           Sections 10 and 11) as of that Allocation Date.


         (d) ADDITIONAL DISCLOSURE - The Company shall make available for
examination by any Participant copies of the Plan, the Trust Agreement and the
latest annual report/return of the Plan filed (on Form 5500) with the Internal
Revenue Service. Upon written request of any Participant, the Company shall
furnish copies of such documents and may make a reasonable charge to cover the
cost of furnishing such copies, as provided in regulations of the U.S.
Department of Labor.

Section 10.  VESTING AND FORFEITURES.

         (a)      VESTING -

                  (1) A Participant's interest in his Accounts shall become 100%
vested and nonforfeitable without regard to his Credited Service if he (A) is
employed by the Company or an Affiliate after he attains age 65, (B) terminates
Service by reason of Disability, or (C) dies while employed by the Company or an
Affiliate.

                  (2) Except as provided in Section 10(a)(1) above, a
Participant's interest in his Accounts shall become vested and nonforfeitable in
accordance with the following schedule:


                                      -15-
<PAGE>


<TABLE>
<CAPTION>

                  Credited Service                   Nonforfeitable
                  Under Section 11                      Percentage
                  ----------------                      ----------

       <S>                                         <C>

                  Less than Two Years                          0%

                  Two Years                                   25%

                  Three Years                                 50%

                  Four Years                                  75%

                  Five Years or More                         100%

</TABLE>


         (b) FORFEITURES - Any portion of the final balances in a Participant's
Accounts which is not vested (and does not become part of his Capital
Accumulation) will become a Forfeiture as of the Allocation Date of the Plan
Year in which he incurs a five-consecutive-year Break in Service or, if earlier,
as of the date on which he has received a complete distribution of his Capital
Accumulation. For this purpose, a Participant who is not vested in any part of
his Accounts shall be deemed to have received a complete distribution of his
Capital Accumulation on the date his Service terminates. Forfeitures shall first
be charged against a Participant's Other Investments Account, with any balance
charged against his Company Stock Account (at Fair Market Value). All
Forfeitures shall be reallocated to the Accounts of remaining Participants, as
provided in Section 6(a), as of the Allocation Date coinciding with or next
following the date the Forfeiture occurs.

         (c) RESTORATION OF FORFEITED AMOUNTS - If a Participant who is not 100%
vested is reemployed prior to the occurrence of a five-consecutive-year Break in
Service, any portion of his Accounts (attributable to the prior period of
Service) that was forfeited under Section 10(b) shall be restored as if there
had been no Forfeiture. Such restoration shall be made out of


                                      -16-
<PAGE>


Forfeitures occurring in the Plan Year of reemployment. To the extent such
Forfeitures are insufficient, the Company shall make a special contribution to
the Participant's Accounts. Any amounts so restored to a Participant shall not
constitute Annual Additions under Section 7.

         (d) VESTING UPON REEMPLOYMENT - If a Participant who is not 100% vested
receives a distribution of his vested Account balances prior to the occurrence
of a five-consecutive-year Break in Service and he is reemployed prior to the
occurrence of such a Break in Service, the portion of his Accounts which was not
vested shall be restored as provided in Section 10(c) and maintained separately
until he becomes 100% vested. His vested and nonforfeitable percentage in such
separate Accounts upon his subsequent termination of Service shall be equal to:


                                       X-Y
                                     ------
                                     100%-Y


For purposes of applying this formula, X is the vested percentage at the time of
the subsequent termination, and Y is the vested percentage at the time of the
prior termination.

Section 11.  CREDITED SERVICE AND BREAK IN SERVICE.

         (a) CREDITED SERVICE - An Employee's Credited Service shall be the
number of Plan Years in which he is credited with at least 500 Hours of Service,
including Service prior to December 31, 1999.

         (b) BREAK IN SERVICE - A one-year Break in Service shall occur in a
Plan Year in which an Employee is not credited with at least 500 Hours of
Service as a result of his termination of Service. A five-consecutive-year Break
in Service shall be five consecutive one-year Breaks in Service.

         For purposes of determining whether a Break in Service has occurred, if
an Employee begins a maternity/paternity absence, described in Section
411(a)(6)(E)(i) of the Code, or any


                                      -17-
<PAGE>


unpaid leave covered under the Family and Medical Leave Act of 1993, the
computation of his Hours of Service shall include the Hours of Service that
would have been credited if he had not been so absent (or eight Hours of Service
for each normal work day of such absence if the actual Hours of Service cannot
be determined). An Employee shall be credited for such Hours of Service (up to a
maximum of 501 Hours of Service) in the Plan Year in which such absence begins
(if such crediting will prevent him from incurring a Break in Service in such
Plan Year) or in the next following Plan Year. For purposes of this paragraph, a
"maternity/paternity absence" means an Employee's absence (A) by reason of the
(i) pregnancy of the Employee, (ii) birth of a child of the Employee or (iii)
placement of a child with the Employee in connection with the adoption of such
child by such Employee, or (B) for purposes of caring for a child described in
clause (A) for a period beginning immediately following such birth or placement.

         (c) REEMPLOYMENT - If a former Employee is reemployed after a one-year
Break in Service, new Accounts shall be established to reflect his interest in
the Plan attributable to Service after the Break in Service and the following
special rules shall apply in determining his Credited Service:


                  (1)      After he completes one Plan Year of Credited Service
                           following reemployment, his Credited Service with
                           respect to his new Accounts shall include his
                           Credited Service accumulated prior to the Break in
                           Service. However, in the case of a Participant who is
                           reemployed after a five-consecutive-year Break in
                           Service and who has not attained a vested interest
                           under the Plan, Service prior to the Break in Service
                           shall not be included in determining his Credited
                           Service with respect to both his old and new
                           Accounts.

                  (2)      If he is reemployed after the occurrence of a
                           five-consecutive-year Break in Service, Credited
                           Service after such Break in Service shall not
                           increase his vested interest in his old Accounts.


                                      -18-
<PAGE>


Section 12.  DISTRIBUTION OF CAPITAL ACCUMULATION.

         (a) Except as otherwise provided in Section 12(c), a Participant's
Capital Accumulation will be distributed as soon as practicable following his
termination of Service in a single lump sum payment. Distribution of the portion
of a Participant's Capital Accumulation attributable to his Company Stock
Account will be in whole shares of Company Stock (with the value of any
fractional shares distributed in cash), and distribution of the portion of a
Participant's Capital Accumulation attributable to his Other Investment Account
will be in cash. If the value of a Participant's Capital Accumulation exceeds
$5,000, no portion of his Capital Accumulation may be distributed to him without
his written consent before he attains age 65.

         (b) Distribution of a Participant's Capital Accumulation will be made
to the Participant if he is living, and if not, to his Beneficiary. In the event
of a Participant's death, his Beneficiary shall be his surviving spouse, or if
none, his estate. A Participant (with the written consent of his spouse, if any,
acknowledging the effect of the consent and witnessed by a notary public or Plan
representative) may designate a different Beneficiary or Beneficiaries from time
to time by filing a written designation with the Company. A deceased
Participant's entire Capital Accumulation shall be distributed to his
Beneficiary on or before the December 31st of the calendar year that includes
the fifth anniversary of his death.

         (c) Distribution of a Participant's Capital Accumulation shall commence
not later than 60 days after the end of the Plan Year in which occurs the latest
of (1) his 65th birthday, (2) the tenth anniversary of the date he became a
Participant, or (3) his termination of Service. The distribution of the Capital
Accumulation of any Participant who attains age 70" in any calendar year and
either (i) has terminated Service or (ii) is a "5% owner" of Company Stock (as


                                      -19-
<PAGE>


defined in Section 416(i)(1)(B)(i) of the Code) must commence not later than
April 1st of the next calendar year and must be made in accordance with the
regulations under Section 401(a)(9) of the Code, including Section
1.401(a)(9)-2. If the amount of a Participant's Capital Accumulation cannot be
determined (by the Company) by the date on which a distribution is to commence,
or if the Participant cannot be located, distribution of his Capital
Accumulation shall commence within 60 days after the date on which his Capital
Accumulation can be determined or after the date on which the Company locates
the Participant.

         (d) The Company shall furnish the recipient of a distribution with the
tax consequences explanation required by Section 402(f) of the Code and shall
comply with the withholding requirements of Section 3405 of the Code and of any
applicable state law with respect to distributions from the Trust. If the
Company so elects for a Plan Year, distributions to Participants may commence
less than 30 days after the notice required under Section 1.411(a)-11(c) of the
regulations under the Code is given; provided that no such distribution to a
Participant shall be made unless (1) the Participant is informed that he has the
right to a period of at least 30 days after receiving the notice to consider
whether or not to consent to a distribution (or a particular distribution
option) and (2) the Participant affirmatively elects to receive a distribution
after receiving the notice.

         (e) If a distribution of a Participant's Capital Accumulation is
neither one of a series of annual installments over a period of ten years (or
more) nor the minimum amount required to be distributed pursuant to the second
sentence of Section 12(c) (an "eligible rollover distribution"), the Company
shall notify the Participant (or any spouse or former spouse who is his
alternate payee under a "qualified domestic relations order" (as defined in
Section 414(p) of


                                      -20-
<PAGE>


the Code)) of his right to elect to have the "eligible rollover distribution"
paid directly to an "eligible retirement plan" (within the meaning of Section
401(a)(31) of the Code) that is an individual retirement account described in
Section 408(a) of the Code, an individual retirement annuity described in
Section 408(b) of the Code, a qualified trust described in Section 401(a) of the
Code or a qualified annuity plan described in Section 403(a) of the Code that
accepts "eligible rollover distributions." If such an "eligible rollover
distribution" is to be made to the Participant's surviving spouse, the Company
shall notify the surviving spouse of his right to elect to have the distribution
paid directly to an "eligible retirement plan" that is either an individual
retirement account described in Section 408(a) of the Code or an individual
retirement annuity described in Section 408(b) of the Code. Any election under
this Section 12(e) shall be made and effected in accordance with such rules and
procedures as may be established from time to time by the Company in order to
comply with Section 401(a)(31) of the Code. (f) If any part of a Participant's
Capital Accumulation is retained in the Trust after his Service ends, his
Accounts will continue to be treated as described in Section 6. However, except
as provided in Section 3(b), such Accounts shall not be credited with any
additional Employer Contributions and Forfeitures.

Section 13.  NO ASSIGNMENT OF BENEFITS.

         A Participant's Capital Accumulation may not be anticipated, assigned
(either at law or in equity), alienated or subject to attachment, garnishment,
levy, execution or other legal or equitable process, except in accordance with
(i) a"qualified domestic relations order" (as defined


                                   -21-
<PAGE>


in Section 414(p) of the Code); (ii) a federal tax levy or collection by the
Internal Revenue Service on a judgment resulting from an unpaid tax assessment;
or (iii) a judgment or settlement described in Section 401(a)(13)(C) of the
Code. Distributions made to an alternate payee in accordance with a qualified
domestic relations order may commence prior to the date on which the Participant
attains his "earliest retirement age" (as defined in Section 414(p)(4)(B) of the
Code).

Section 14.  ADMINISTRATION.

         (a) The Plan will be administered by the Company and an Administrative
Committee composed of one or more individuals appointed by the Board of
Directors to serve at its pleasure and without compensation. The Company shall
be the named fiduciary with authority to control and manage the administration
of the Plan, except where the Plan otherwise delegates such responsibility to
the Committee. The members of the Committee shall be the named fiduciaries with
authority to invest the Trust Assets. Members of the Committee need not be
Employees or Participants. Any member of the Committee may resign by giving
notice, in writing, to the Board of Directors.

         Any Committee member may also serve as a Trustee of the Plan, if so
designated by the Board of Directors. If the Committee members are the same
individuals who serve as the Trustee, their actions will be deemed to be actions
taken by either the Committee or the Trustee. In that event, any provisions of
the Plan or Trust Agreement that require the Committee to give directions or
instructions to the Trustee shall be deemed to be unnecessary.


                                      -22-
<PAGE>


         (b) COMMITTEE ACTION - Committee action will be by vote of a majority
of the members at a meeting or by unanimous written consent without a meeting. A
member of the Committee shall not vote on any matter relating specifically to
himself.
         The Committee shall choose from its members a Chair and a Secretary.
The Chair or the Secretary of the Committee shall be authorized to execute any
certificate or other written direction on behalf of the Committee. The Secretary
shall keep a record of the Committee's proceedings and of all dates, records and
documents pertaining to the administration of the Plan.

         (c) POWERS AND DUTIES OF THE COMPANY - The Company shall have all
powers necessary to enable it to administer the Plan in accordance with its
provisions, including without limitation the following:


                  (1)      resolving all questions relating to the eligibility
                           of Employees to become Participants;

                  (2)      determining the appropriate allocations to
                           Participants' Accounts pursuant to Section 6;

                  (3)      determining the amount of benefits payable to a
                           Participant (or Beneficiary), and the time and manner
                           in which such benefits are to be paid;

                  (4)      authorizing and directing all disbursements of Trust
                           Assets by the Trustee;

                  (5)      establishing procedures in accordance with Section
                           414(p) of the Code to determine the qualified status
                           of domestic relations orders and to administer
                           distributions under such qualified orders;

                  (6)      engaging any administrative, legal, accounting,
                           clerical or other services that it may deem
                           appropriate;


                                      -23-
<PAGE>

                  (7)      construing and interpreting the Plan and adopting
                           rules for administration of the Plan that are
                           consistent with the terms of the Plan documents and
                           of ERISA and the Code;

                  (8)      compiling and maintaining all records it determines
                           to be necessary, appropriate or convenient in
                           connection with the administration of the Plan; and

                  (9)      reviewing the performance of the Committee and the
                           Trustee with respect to the administrative duties,
                           responsibilities and obligations of the Committee and
                           the Trustee under the Plan and Trust Agreement.

         (d) POWERS AND DUTIES OF THE COMMITTEE - The Committee shall be
responsible for directing the Trustee as to the investment of Trust Assets. The
Committee may delegate to the Trustee the responsibility for investing all or
any portion of the Trust Assets other than Company Stock. The Committee shall
establish a funding policy and method for directing the Trustee to acquire
Company Stock and for otherwise investing the Trust Assets in a manner that is
consistent with the objectives of the Plan and the requirements of ERISA.

         The Company and the Committee shall perform their duties under the Plan
and the Trust Agreement solely in the interests of the Participants (and their
Beneficiaries). Any discretion granted to the Company or the Committee under any
of the provisions of the Plan or the Trust Agreement shall be exercised only in
accordance with rules and policies established by the Company or the Committee
which shall be applicable on a nondiscriminatory basis. The Company and the
Committee shall have sole and exclusive authority to construe, interpret and
apply the terms of the Plan. All decisions and interpretations of the Company
and the


                                      -24-
<PAGE>


Committee under this Section 14 shall be conclusive and binding upon all
persons with an interest in the Plan and shall be given the greatest possible
deference permitted by law.

         (e) EXPENSES - All reasonable expenses of administering the Plan and
Trust shall be charged to and paid out of the Trust Assets. The Company may,
however, pay all or any portion of such expenses directly, and payment of
expenses by the Company shall not be deemed to be Employer Contributions.

         (f) INFORMATION TO BE SUBMITTED TO THE COMMITTEE - To enable the
Committee to perform its functions, the Company shall supply full and timely
information to the Committee on all matters as the Committee may require, and
shall maintain such other records as the Committee may determine are necessary
or appropriate.

         (g) INFORMATION TO BE SUBMITTED TO THE COMPANY - To enable the Company
to perform its functions, the Committee and the Trustee shall supply full and
timely information to the Company on all matters as the Company may require, and
shall maintain other records as the Company may determine necessary or
appropriate.

         (h) DELEGATION OF FIDUCIARY RESPONSIBILITY - The Company from time to
time may allocate to one or more of the members of the Board of Directors and/or
may delegate to any other persons or organizations any of its rights, powers,
duties and responsibilities with respect to the operation and administration of
the Plan that are permitted to be so delegated under ERISA. Any such allocation
or delegation shall be made in writing, shall be reviewed periodically by the
Company and shall be terminable upon such notice as the Company in its
discretion deems reasonable and proper under the circumstances.


                                      -25-
<PAGE>


         (i) BONDING, INSURANCE AND INDEMNITY - To the extent required under
Section 412 of ERISA, the Company shall secure fidelity bonding for the
fiduciaries of the Plan.

         The Company (in its discretion) or the Trustee (as directed by the
Committee) may obtain a policy or policies of insurance for the Committee (and
other fiduciaries of the Plan) to cover liability or loss occurring by reason of
the act or omission of a fiduciary. If such insurance is purchased with Trust
Assets, the policy must permit recourse by the insurer against the fiduciary in
the case of a breach of a fiduciary obligation by such fiduciary.

         The Company hereby agrees to indemnify each member of the Committee (to
the extent permitted by law) against any personal liability or expense,
including reasonable attorney's fees, resulting from his service on the
Committee, except such liability or expense as may result from his own willful
misconduct.

         (j) NOTICES, STATEMENTS AND REPORTS - The Company shall be the "Plan
Administrator" (as defined in Section 3(16)(A) of ERISA and Section 414(g) of
the Code) for purposes of the reporting and disclosure requirements of ERISA and
the Code. The Committee shall assist the Company, as requested, in complying
with such reporting and disclosure requirements. The Company shall be the
designated agent of the Plan for the service of legal process.

Section 15.  CLAIMS PROCEDURE.

         A Participant (or Beneficiary) who does not receive a distribution of
benefits to which he believes he is entitled may present a claim to the Company.
The claim for benefits must be in writing and addressed to the Company. If the
claim for benefits is denied, the Company shall


                                      -26-
<PAGE>


notify the Participant (or Beneficiary) in writing within 90 days after the
Company initially received the benefit claim. Any notice of a denial of benefits
shall advise the Participant (or Beneficiary) of the basis for the denial, any
additional material or information necessary for the Participant (or
Beneficiary) to perfect his claim and the steps which the Participant (or
Beneficiary) must take to have his claim for benefits reviewed.

         Each Participant (or Beneficiary) whose claim for benefits has been
denied may file a written request for a review of his claim by the Company. The
request for review must be filed by the Participant (or Beneficiary) within 60
days after he receives the written notice denying his claim. The decision of the
Company will be made within 60 days after receipt of a request for review and
shall be communicated in writing to the claimant. Such written notice shall set
forth the basis for the Company's decision. If there are special circumstances
(such as the need to hold a hearing) which require an extension of time for
completing the review, the Company's decision shall be rendered not later than
120 days after receipt of a request for review.

         All decisions and interpretations of the Company under this Section 15
shall be conclusive and binding upon all persons with an interest in the Plan
and shall be given the greatest deference permitted by law.

Section 16.  LIMITATION ON PARTICIPANTS' RIGHTS.

         A Participant's Capital Accumulation will be based solely upon his
vested interest in his Accounts and will be paid only from the Trust Assets. The
Company, the Committee or the Trustee shall not have any duty or liability to
furnish the Trust with any funds, securities or other assets, except as
expressly provided in the Plan.


                                      -27-
<PAGE>


         The adoption and maintenance of the Plan shall not be deemed to
constitute a contract of employment or otherwise between the Company and any
Employee, or to be a consideration for, or an inducement or condition of, any
employment. Nothing contained in this Plan shall be deemed to give an Employee
the right to be retained in the Service of the Company or to interfere with the
right of the Company to discharge, with or without cause, any Employee at any
time.

Section 17.  FUTURE OF THE PLAN.

         The Company reserves the right to amend or terminate the Plan (in whole
or in part) and the Trust Agreement at any time, by action of the Board of
Directors. Neither amendment nor termination of the Plan shall retroactively
reduce the vested rights of Participants or permit any part of the Trust Assets
to be diverted to or used for any purpose other than for the exclusive benefit
of the Participants (and their Beneficiaries).

         The Company specifically reserves the right to amend the Plan and the
Trust Agreement retroactively in order to satisfy any applicable requirements of
the Code and ERISA.

         The Company further reserves the right to terminate the Plan in the
event of a determination by the Internal Revenue Service (after a timely
Application for Determination is filed by the Company) that the Plan initially
fails to satisfy the applicable requirements of Sections 401(a) of the Code. If
such a determination is made, all Trust Assets shall (upon written direction of
the Company) be returned to the Employer and the Plan shall terminate.

         If the Plan is terminated (or partially terminated), participation of
Participants affected by the termination will end. If Employer Contributions are
not replaced by contributions to a


                                      -28-
<PAGE>


comparable plan which satisfies the requirements of Section 401(a) of the Code,
the Accounts of only those Participants who are Employees on the effective date
of the termination will become nonforfeitable as of that date. A complete
discontinuance of Employer Contributions shall be deemed to be a termination of
the Plan for this purpose. The Capital Accumulations of those Participants whose
Service terminated prior to the effective date of Plan termination will continue
to be determined pursuant to Section 10(a); and, to the extent that such
Participants are not vested, the nonvested balances in their Accounts will
become Forfeitures to be reallocated as of the effective date of Plan
termination (even if they have not incurred a five-consecutive-year Break in
Service).

         After termination of the Plan, the Trust will be maintained until the
Capital Accumulations of all Participants have been distributed. Capital
Accumulations may be distributed following termination of the Plan or
distributions may be deferred as provided in Section 12, as the Company shall
determine. In the event that Company Stock is sold (or otherwise disposed of) in
connection with the termination of the Plan, all Capital Accumulations may be
distributed in cash.

         In the event of the merger or consolidation of this Plan with another
plan, or the transfer of Trust Assets (or liabilities) to another plan, the
Account balances of each Participant immediately after such merger,
consolidation or transfer must be at least as great as immediately before such
merger, consolidation or transfer (as if the Plan had then terminated).

Section 18.  "TOP-HEAVY" CONTINGENCY PROVISIONS.


                                      -29-
<PAGE>


         (a) The provisions of this Section 18 are included in the Plan pursuant
to Section 401(a)(10)(B)(ii) of the Code and shall become applicable only if the
Plan becomes a "top-heavy plan" under Section 416(g) of the Code for any Plan
Year.

         (b) The determination as to whether the Plan becomes "top-heavy" for
any Plan Year shall be made as of the Allocation Date of the immediately
preceding Plan Year by considering the Plan together with the 401(k) Plan. The
Plan shall be "top-heavy" only if the total of the account balances under the
Plan and the 401(k) Plan for "key employees" as of the determination date
exceeds 60% of the total of the account balances for all Participants. For such
purpose, account balances shall be computed and adjusted pursuant to Section
416(g) of the Code. "Key employees" shall be certain Participants (who are
officers or shareholders of the Company) and Beneficiaries described in Section
416(i)(1) or (5) of the Code.

         (c) For any Plan Year in which the Plan is "top-heavy," each
Participant who is an Employee on the Allocation Date (and who is not a "key
employee") shall receive a minimum allocation of Employer Contributions and
Forfeitures which is equal to the lesser of:

                  (1)      3% of his Compensation; or

                  (2)      the same percentage of his Compensation as the
                           allocation to the "key employee" for whom the
                           percentage is the highest for that Plan Year. For
                           this purpose, the allocation to a "key employee"
                           shall include any Elective Deferral Contributions
                           made on his behalf for the Plan Year to the 401(k)
                           Plan.



Section 19.  GOVERNING LAW.


                                      -30-
<PAGE>


         The provisions of this Plan and the Trust Agreement shall be construed,
administered and enforced in accordance with the laws of the State of Delaware,
to the extent such laws are not superseded by ERISA.

Section 20.  EXECUTION.

         To record the amendment and restatement of the Plan, the Company has
caused it to be executed on this     day of             , 1999.
                                -----       ------------


                                        CALIFORNIA COMMUNITY
                                        BANCSHARES, INC.



                                         By
                                           ----------------------------


                                      -31-