exhibit42.htm


    
      

      

    

     

    


     

    Capital
      Corp of the West

     

    and

     

    Computershare
      Trust Company, N.A.

     

    as
      Rights Agent

     

    


     

    Amendment
      to the Shareholder Rights Agreement

     

    Dated
      as of September 26, 2007

     

     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

     

    AMENDMENT
      TO THE SHAREHOLDER RIGHTS AGREEMENT

     

    This
      Amendment to the Shareholder Rights Agreement dated as September 26, 2007
      between Capital Corp of the West, a California corporation (the “Company”) and
      Computershare Trust Company, N.A. (the “Rights Agent”).

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the Company and Harris Trust Company of California (the “Original Rights Agent”)
      entered into a Rights Agreement dated as of September 26, 1997 (the “Rights
      Agreement”) in connection with which the Company authorized and declared a
      dividend distribution of one preferred share purchase right for each share
      of
      common stock, no par value, of the Company outstanding on October 6, 1997 (the
      “Record Date”), and contemplates the issuance of one right to purchase one
      one-hundredth of a Preferred Share (defined as a share of Series A Junior
      Participating Preferred Stock) for each share of Common Stock issued between
      the
      Record Date and the earlier of the Expiration Date, the time at which the Rights
      are redeemed as provided in Section 23 of the Rights Agreement, or at the time
      which such Rights are exchanged as provided in Section 24 of the Rights
      Agreement (as such terms are defined in the Rights Agreement), each right
      representing the right to purchase one one-hundredth of a Preferred Share upon
      the terms and subject to the conditions set forth in the Rights Agreement;
      and

     

    WHEREAS,
      Section 27 of the Rights Agreement provided that the Company may amend the
      Rights Agreement without approval of any holders of Rights Certificates, in
      order to change or supplement the provisions thereunder as the Company deems
      necessary and desirable; and

     

    WHEREAS,
      the Company has appointed Computershare Trust Company, N.A. in place of the
      Original Rights Agent as Rights Agent under the Rights Agreement;
      and

     

    WHEREAS,
      the Board of Directors has determined that it is in the best interests of the
      Company and its shareholders to extend the term of the Rights Agreement for
      five
      years;

     

    NOW,
      THEREFORE, Section 7(a) of the Rights Agreement is hereby amended and restated
      to read, from and after the date hereof, in its entirety as set forth
      below:

     

    Section
      7.  Exercise of Rights; Purchase Price; Expiration of
      Rights

     

    (a)
      The registered holder of any Right
      Certificate may exercise the Rights evidenced thereby (except as otherwise
      provided herein) in whole or in part at any time after the Distribution Date
      upon surrender of the Right Certificate, with the form of election to purchase
      on the reverse side thereof duly executed, to the Rights Agent at the principal
      office of the Rights Agent, together with payment of the Purchase Price for
      each
      one one-hundredth of a Preferred Share as to which the Rights are exercised,
      at
      or prior to the earliest of (i) the close of business on September 26, 2012
      (the
“Final Expiration Date”), (ii) the time at which the Rights are redeemed as
      provided in Section 23 hereof (the “Redemption Date”), or (iii) the time at
      which such Rights are exchanged as provided in Section 24
      hereof.


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed and their respective corporate seals to be hereunto affixed and
      attested, all as of the day and year first above written.

     

     

    
      	
              CAPITAL
                CORP OF THE WEST

            
	
               

              By:    /s/
                Thomas T.
                Hawker           

              Thomas
                T. Hawker

              President
                and Chief Executive officer

            
	 
	
              COMPUTERSHARE
                TRUST COMPANY, N.A., as Rights Agent

            
	
               

              By:    /s/
                Kellie
                Gwinn           

              Kellie
                Gwinn

              Vice
                President