exhibit43.htm


    FORM
      OF RIGHT CERTIFICATE

     

     

    Certificate
      No. R- _____________________ Rights

     

     

    NOT
      EXERCISABLE AFTER SEPTEMBER 26, 2012 OR EARLIER IF REDEMPTION OR EXCHANGE
      OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.001 PER RIGHT AND TO EXCHANGE
      ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.

     

     

    RIGHT
      CERTIFICATE

     

     

    CAPITAL
      CORP OF THE WEST

     

     

    This
      certifies that ___________________________, or registered assigns, is the
      registered owner of the number of Rights set forth above, each of which entitles
      the owner thereof, subject to the terms, provisions and conditions of the Rights
      Agreement, dated as of September 26, 1997, as amended (the "Rights Agreement"),
      between Capital Corp of the West, a California corporation (the "Company"),
      and
      Computershare Trust Company, N.A. (the "Rights Agent"), to purchase from the
      Company at any time after the Distribution Date (as such term is defined in
      the
      Rights Agreement) and prior to 5:00 P.M., San Francisco time, on September
      26,
      2012 at the principal office of the Rights Agent, or at the office of its
      successor as Rights Agent, one one-hundredth of a fully paid non-assessable
      share of Series A Junior Participating Preferred Stock (the "Preferred Shares"),
      of the Company, at a purchase price of $55.00 per one one-hundredth of a
      Preferred Share (the "Purchase Price"), upon presentation and surrender of
      this
      Right Certificate with the Form of Election to Purchase duly executed. The
      number of Rights evidenced by this Right Certificate (and the number of one
      one-hundredths of a Preferred Share which may be purchased upon exercise hereof)
      set forth above, and the Purchase Price set forth above, are the number and
      Purchase Price as of September 26, 1997, based on the Preferred Shares as
      constituted at such date. As provided in the Rights Agreement, the Purchase
      Price and the number of one one-hundredths of a Preferred Share which may be
      purchased upon the exercise of the Rights evidenced by this Right Certificate
      are subject to modification and adjustment upon the happening of certain
      events.

     

     

    This
      Right Certificate is subject to all of the terms, provisions and conditions
      of
      the Rights Agreement, which terms, provisions and conditions are hereby
      incorporated herein by reference and made a part hereof and to which Rights
      Agreement reference is hereby made for a full description of the rights,
      limitations of rights, obligations, duties and immunities hereunder of the
      Rights Agent, the Company and the holders of the Right Certificates. Copies
      of
      the Rights Agreement are on file at the principal executive offices of the
      Company and the above-mentioned offices of the Rights Agent.

     

     

    This
      Right Certificate, with or without other Right Certificates, upon surrender
      at
      the principal office of the Rights Agent, may be exchanged for another Right
      Certificate or Right Certificates of like tenor and date evidencing Rights
      entitling the holder to purchase a like aggregate number of Preferred Shares
      as
      the Rights evidenced by the Right Certificate or Right Certificates surrendered
      shall have entitled such holder to purchase. If this Right Certificate shall
      be
      exercised in part, the holder shall be entitled to receive upon surrender hereof
      another Right Certificate or Right Certificates for the number of whole Rights
      not exercised.

     

     

    Subject
      to the provisions of the Rights Agreement, the Rights evidenced by this
      Certificate (i) may be redeemed by the Company at a redemption price of $.001
      per Right or (ii) may be exchanged in whole or in part for Preferred Shares
      or
      shares of the Company's Common Stock, no par value.

     

     

    No
      fractional Preferred Shares will be issued upon the exercise of any Right or
      Rights evidenced hereby (other than fractions which are integral multiples
      of
      one one-hundredth of a Preferred Share, which may, at the
      election of the Company, be evidenced by depositary receipts), but in lieu
      thereof a cash payment will be made, as provided in the Rights
      Agreement.

     

     

    No
      holder
      of this Right Certificate shall be entitled to vote or receive dividends or
      be
      deemed for any purpose the holder of the Preferred Shares or of any other
      securities of the Company which may at any time be issuable on the exercise
      hereof, nor shall anything contained in the Rights Agreement or herein be
      construed to confer upon the holder hereof, as such, any of the rights of a
      shareholder of the Company or any right to vote for the election of directors
      or
      upon any matter submitted to shareholders at any meeting thereof, or to give
      or
      withhold consent to any corporate action, or to receive notice of meetings
      or
      other actions affecting shareholders (except as provided in the Rights
      Agreement), or to receive dividends or subscription rights, or otherwise, until
      the Right or Rights evidenced by this Right Certificate shall have been
      exercised as provided in the Rights Agreement.

     

     

    This
      Right Certificate shall not be valid or obligatory for any purpose until it
      shall have been countersigned by the Rights Agent.

     

     

    WITNESS
      the facsimile signature of the proper officer of the Company and its corporate
      seal.

     

     

    Dated
      as of __________, ______.

     

    
      	 	
              Capital
                Corp of the West

              By____________________

            
	 	 
	
              Countersigned

               

            	 
	
              Computershare
                Trust Company, N.A.

              By
                _______________________

              Name:
                ____________________

              Title:
                _____________________

              By
                _______________________

              Name:
                ____________________

              Title:
                _____________________