
<PAGE>   1

                            SCHEDULE 14A INFORMATION

                PROXY STATEMENT PURSUANT TO SECTION 14(a)
           OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.   )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by
     Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

                              CVB FINANCIAL CORP.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     (1)  Title of each class of securities to which transaction applies:

          ---------------------------------------------------------------------

     (2)  Aggregate number of securities to which transaction applies:

          ---------------------------------------------------------------------

     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):

          ---------------------------------------------------------------------

     (4)  Proposed maximum aggregate value of transaction:

          ---------------------------------------------------------------------
     (5)  Total fee paid:

          ---------------------------------------------------------------------

[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

     (1)  Amount Previously Paid:

          ---------------------------------------------------------------------
     (2)  Form, Schedule or Registration Statement No.:

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     (3)  Filing Party:

          ---------------------------------------------------------------------
     (4)  Date Filed:

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<PAGE>   2

                               CVB FINANCIAL CORP.
                  NOTICE OF 2001 ANNUAL MEETING OF SHAREHOLDERS
                             TO BE HELD MAY 16, 2001



          TO OUR SHAREHOLDERS:

          The 2001 Annual Meeting of Shareholders of CVB Financial Corp. will be
held at the Ontario Convention Center, 2000 Convention Center Way, Ontario,
California 91764 on Wednesday, May 16, 2001 at 7:00 p.m. local time.

          At our meeting, we will ask you to act on the following matters:

          1. ELECTION OF DIRECTORS. Elect seven persons to the Board of
Directors to serve for a term of one year. The following seven persons are the
nominees:

                  George A. Borba           James C. Seley
                  John A. Borba             D. Linn Wiley
                  Ronald O. Kruse           San E. Vaccaro
                  John J. LoPorto

          2. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS.
Ratify the appointment of Deloitte & Touche as independent public accountants
for 2001.

          3. OTHER BUSINESS. Transact any other business which properly comes
before the meeting.

          Our Bylaws provide for the nomination of directors in the following
manner:

          "Nominations for election of members of the Board of Directors may be
made by the Board of Directors or by any shareholder of any outstanding class of
voting stock of the corporation entitled to vote for the election of directors.
Notice of intention to make any nominations, other than by the Board of
Directors, shall be made in writing and shall be received by the President of
the corporation no more than 60 days prior to any meeting of shareholders called
for the election of directors, and no more than 10 days after the date the
notice of such meeting is sent to shareholders pursuant to Section 2.2 of these
bylaws; provided, however, that if only 10 days' notice of the meeting is given
to shareholders such notice of intention to nominate shall be received by the
President of the corporation not later than the time fixed in the notice of the
meeting for the opening of the meeting. Such notification shall contain the
following information to the extent known to the notifying shareholder: (a) the
name and address of each proposed nominee; (b) the principal occupation of each
proposed nominee; (c) the number of shares of voting stock of the corporation
owned by each proposed nominee; (d) the name and residence address of the
notifying shareholder; and (e) the number of shares of voting stock of the
corporation owned by the notifying shareholder. Nominations not made in
accordance herewith shall be disregarded by the then chairman of the meeting,
and the inspectors of election shall then disregard all votes cast for each
nominee."


                                       1
<PAGE>   3


          If you were a shareholder of record at the close of business on March
30, 2001, you may vote at the meeting or at any postponement or adjournment of
the meeting.

IT IS IMPORTANT THAT ALL SHAREHOLDERS VOTE. WE URGE YOU TO SIGN AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE MEETING, YOU MAY THEN
WITHDRAW YOUR PROXY AND VOTE IN PERSON.

                                    By Order of the Board of Directors



                                    DONNA MARCHESI
                                    Corporate Secretary


Dated:  April 12, 2001


                                       2
<PAGE>   4


                               PROXY STATEMENT FOR
                               CVB FINANCIAL CORP.
                        701 NORTH HAVEN AVENUE, SUITE 350
                            ONTARIO, CALIFORNIA 91764
                                 (909) 980-4030

          This proxy statement contains information about the annual meeting of
shareholders of CVB Financial Corp. to be held on Wednesday, May 16, 2001
beginning at 7:00 p.m., local time, at the Ontario Convention Center, 2000
Convention Center Way, Ontario, California 91764, and at any postponements or
adjournments of the meeting.

          INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

WHY DID YOU SEND ME THIS PROXY STATEMENT?

          We sent you this Proxy Statement and the enclosed proxy card because
the Board of Directors is soliciting your vote at the 2001 Annual Meeting of
Shareholders.

          This proxy statement summarizes the information you need to know to
cast an informed vote at the meeting. However, you do not need to attend the
meeting to vote your shares. Instead, you may simply complete, sign and return
the enclosed proxy card.

          We will begin sending this proxy statement, notice of annual meeting
and the enclosed proxy card on or about April 12, 2001 to all shareholders
entitled to vote. The record date for those entitled to vote is March 30, 2001.
On March 30, 2001, there were 27,752,458 shares of our common stock outstanding.
The common stock is our only class of stock outstanding. We are also sending our
Annual Report on Form 10-K to shareholders for the year ended December 31, 2000
along with this proxy statement.

HOW DO I VOTE BY PROXY?

          Whether you plan to attend the meeting or not, we urge you to
complete, sign and date the enclosed proxy card and to return it promptly in the
envelope provided. Returning the proxy card will not affect your right to attend
the meeting and vote.

          If you properly fill in your proxy card and send it to us in time to
vote, your "proxy" (one of the individuals named on your proxy card) will vote
your shares as you have directed. If you sign the proxy card but do not make
specific choices, your proxy will vote your shares as recommended by the Board
of Directors as follows:

     o    "FOR" the election of all seven nominees for director; and

     o    "FOR" ratification of the appointment of Deloitte & Touche as
          independent accountants for 2001.

          If any other matter is presented, your proxy will vote in accordance
with the recommendation of the Board of Directors, or, if no recommendation is
given, in their own discretion. At the time this proxy statement went to press,
we knew of no matters which needed to be acted on at the meeting, other than
those discussed in this proxy statement.


                                       3
<PAGE>   5


HOW MANY VOTES DO I HAVE?

          Each share of common stock entitles you to one vote. The proxy card
indicates the number of shares of common stock that you own. However, in the
election of directors, you are entitled to cumulate your votes if you are
present at the meeting, the nominee's(s') name(s) have properly been placed in
nomination, and a shareholder has given notice at the meeting prior to the
actual voting of his intention to vote his shares cumulatively. Cumulative
voting allows you to give one nominee as many votes as is equal to the number of
directors to be elected, multiplied by the number of shares you own, or to
distribute your votes in the same fashion between two or more nominees. The
return of an executed proxy grants the Board of Directors the discretionary
authority to also cumulate votes.

CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?

          Yes. Even after you have submitted your proxy, you may change your
vote at any time before the proxy is exercised if you file with CVB Financial's
Secretary either a notice of revocation or a duly executed proxy bearing a later
date. The powers of the proxy holders will be suspended if you attend the
meeting in person and so request, although attendance at the meeting will not by
itself revoke a previously granted proxy.

HOW DO I VOTE IN PERSON?

          If you plan to attend the meeting and vote in person, we will give you
a ballot form when you arrive. However, if your shares are held in the name of
your broker, bank or other nominee, you must bring a legal proxy from your
broker to vote the shares at the meeting.

WHAT CONSTITUTES A QUORUM?

          The presence at the meeting, in person or by proxy, of the holders of
a majority of the shares of common stock outstanding on the record date will
constitute a quorum, permitting the conduct of business at the meeting. Proxies
which are marked as abstentions will be included in the calculation of the
number of shares considered to be present at the meeting.

WHAT VOTE IS REQUIRED FOR EACH PROPOSAL?

          The seven nominees for director who receive the most votes will be
elected. So, if you do not vote for a particular nominee or you indicate
"withhold authority to vote" for a particular nominee on your proxy card, your
vote will not count either "for" or "against" the nominee. In order to ratify
the selection of independent accountants, the proposal must receive the
affirmative vote of a majority of the votes represented and voting at the annual
meeting which also must be at least a majority of the required quorum. So, if
you "abstain" from voting, it will have no effect.

WHAT ARE THE COSTS OF SOLICITATION OF PROXIES?

          We will bear the costs of this solicitation, including the expense of
preparing, assembling, printing and mailing this Proxy Statement and the
material used in this solicitation of proxies. The proxies will be solicited
principally through the mails, but CVB Financial's directors, officers and
regular employees may solicit proxies personally or by telephone.


                                       4
<PAGE>   6


Although there is no formal agreement to do so, we may reimburse banks,
brokerage houses and other custodians, nominees and fiduciaries for their
reasonable expense in forwarding these proxy materials to their principals. In
addition, we may pay for and utilize the services of individuals or companies we
do not regularly employ in connection with the solicitation of proxies.



                                 STOCK OWNERSHIP

WHO ARE THE LARGEST OWNERS OF CVB FINANCIAL'S COMMON STOCK?

          The following table shows the beneficial ownership of common stock as
of March 30, 2001 by each person we know to be the beneficial owner of more than
five percent of the outstanding shares of common stock. "Beneficial ownership"
is a technical term broadly defined by the Securities and Exchange Commission to
mean more than ownership in the usual sense. So, for example, you beneficially
own CVB Financial's common stock not only if you hold it directly, but also if
you indirectly, through a relationship, contract or understanding, have, or
share, the power to vote the stock, to sell it or you have the right to acquire
it within 60 days of March 30, 2001:

<TABLE>
<CAPTION>
            NAME                       ADDRESS                   COMMON STOCK
            ----                       -------                BENEFICIALLY OWNED
                                                           ------------------------
                                                             NUMBER        PERCENT
                                                           OF SHARES       OF CLASS
                                                           ---------       --------
<S>                     <C>                                <C>             <C>
George A. Borba         c/o Citizens Business Bank
                        701 N. Haven Avenue                3,896,223       13.94%
                        Ontario, CA  91764

Charles M. Magistro     c/o Citizens Business Bank
                        701 N. Haven Avenue                1,441,751       5.21%
                        Ontario, CA  91764
</TABLE>

HOW MUCH STOCK DO CVB FINANCIAL'S DIRECTORS AND OFFICERS OWN?

          The following table shows the beneficial ownership of CVB Financial's
common stock as of March 30, 2001 by (i) our Chief Executive Officer and
President; (ii) our four most other highly compensated executive officers in
2000; (iii) each director, all of whom are also nominees for director and (iv)
by all directors and executive officers as a group.


                                       5
<PAGE>   7


<TABLE>
<CAPTION>
                                                                          COMMON STOCK
                                                                       BENEFICIALLY OWNED
----                                                            --------------------------------
                                                                   NUMBER             PERCENT
NAME                                                            OF SHARES (1)       OF CLASS (2)
----                                                            -------------       ------------
<S>                                                             <C>                 <C>
George A. Borba (3)
         Chairman of the Board and Nominee                        3,869,223             13.94
John A. Borba (3)
         Director and Nominee                                       902,843              3.25
Ronald O. Kruse (4)
         Director and Nominee                                       650,142              2.35
John J. LoPorto (5)
         Director and Nominee                                       550,779              1.99
James C. Seley (3)
         Director and Nominee                                        93,622               .34
San E. Vaccaro (6)
         Director and Nominee                                       154,148               .55
D. Linn Wiley,
         President, Chief
         Executive Officer, Director and Nominee (7)                543,590              1.96
Frank Basirico, (8)
         Executive Vice President                                    10,532               .04
Edward J. Biebrich, Jr.
         Executive Vice President and
         Chief Financial Officer (9)                                 34,185               .12
Jay W. Coleman,
         Executive Vice President (10)                              145,187               .52
Edwin Pomplun,
         Executive Vice President (11)                               22,309               .08
Current Directors and Executive Officers
         (11 persons) (12)                                        6,976,610             25.14
------------------
</TABLE>

*         Less than 1%.

(1)       Except as otherwise noted below, each person directly or indirectly
          has sole or shared voting and investment power with respect to the
          shares listed.

(2)       The percentage for each of these persons or group is based upon the
          total number of shares of CVB Financial's Common Stock outstanding as
          of the March 30, 2001 plus the shares which the respective individual
          or group has the right to acquire within 60 days after March 30, 2001
          by the exercise of stock options.

(3)       Includes 91,345 shares which each individual can acquire within 60
          days after March 30, 2001 by the exercise of stock options.


                                       6
<PAGE>   8


(4)       Includes 54,807 shares which Mr. Kruse can acquire within 60 days
          after March 30, 2001 by the exercise of stock options.

(5)       Includes 73,076 shares which Mr. LoPorto can acquire within 60 days
          after March 30, 2001 by exercise of stock options. Includes 2,341
          shares held by Mr. LoPorto as custodian for his grandchildren.

(6)       Includes 90,044 shares which Mr. Vaccaro can acquire within 60 days
          after March 30, 2001 by the exercise of stock options.

(7)       Includes 39,706 shares which Mr. Wiley can acquire within 60 days
          after March 30, 2001 by the exercise of stock options.

(8)       Includes 10,532 shares which Mr. Basirico can acquire within 60 days
          after March 30, 2001 by the exercise of stock options.

(9)       Includes 28,205 shares which Mr. Biebrich can acquire within 60 days
          after March 30, 2001 by the exercise of stock options.

(10)      Includes 92,112 shares which Mr. Coleman can acquire within 60 days
          after March 30, 2001 by the exercise of stock options.

(11)      Includes 20,041 shares which Mr. Pomplun can acquire within 60 days
          after March 30, 2001 by the exercise of stock options.

(12)      Includes 682,558 shares which members of the group can acquire within
          60 days after March 30, 2001 by the exercise of stock options.


                DISCUSSION OF PROPOSALS RECOMMENDED BY THE BOARD

                        PROPOSAL 1: ELECTION OF DIRECTORS

          We have nominated seven directors for election at the annual meeting,
which is the number of slots fixed for the election of directors.

          We will nominate the persons named below, all of whom are present
members of CVB Financial Corp.'s Board of Directors, for election to serve until
the 2001 Annual Meeting of Shareholders. Each of these persons is also a member
of the Board of Directors of our principal subsidiary, Citizens Business Bank.
The Board will cast its votes to effect the election of these nominees. If any
nominee is unable to serve, your proxy may vote for another nominee proposed by
the Board.

THE NOMINEES

The directors standing for reelection are:


                                       7
<PAGE>   9


<TABLE>
<CAPTION>
                                                                                              YEAR FIRST ELECTED
                                                     PRINCIPAL OCCUPATION                        OR APPOINTED
             NAME AND POSITION                        FOR PAST FIVE YEARS            AGE          A DIRECTOR
             -----------------                       --------------------            ---      ------------------
<S>                                           <C>                                     <C>            <C>
George A. Borba (1)                           Dairy Farmer, George Borba & Son        68             1981
     Chairman of the Board                    Dairy
John A. Borba (1)                             Dairy Farmer, John Borba & Sons         73             1981
     Director
Ronald O. Kruse                               Chairman, Kruse Investment Co.,         62             1981
    Vice Chairman of the Board and Director   Inc. and Feed Commodities, LLC
John J. LoPorto                               Investor                                68             1981
     Director
James C. Seley                                Trustee, Seley Family Trust             59             1996
     Director
San Vaccaro                                   Attorney                                68             1999
     Director
D. Linn Wiley                                 President and Chief Executive           62             1991
    President, Chief Executive Officer        Officer, CVB Financial Corp. and
    and Director                              Citizens Business Bank
</TABLE>

-------------------------

(1)       George A. Borba and John A. Borba are brothers.


THE BOARD OF DIRECTORS AND COMMITTEES

          The Board of Directors oversees our business and affairs. The Board
also has ten standing committees including an Audit Committee, a Personnel
Committee and a Stock Option Committee all of which, except for the Stock Option
Committee, are also committees of the Bank. The Board does not have a nominating
committee. The procedures for nominating directors, other than by the Board of
Directors itself, are set forth in the bylaws and in the Notice of Annual
Meeting of Shareholders.

AUDIT COMMITTEE

          The audit committee of the board is composed of four (4) members and
operates under a written charter adopted by the board of directors. The
responsibilities of the audit committee are contained in the Audit Committee
Report. The audit committee during fiscal year 2000 consisted of Messrs. John
Borba, Kruse, LoPorto and Seley. Each of the members is "independent," as
defined by our policies and the American Stock Exchange listing standards.

AUDIT COMMITTEE REPORT

          The following Report of the Audit Committee does not constitute
soliciting material and should not be deemed filed or incorporated by reference
into any other Company


                                       8
<PAGE>   10


filings under the Securities Act of 1933 or under the Securities Act of 1934,
except to the extent we specifically incorporate this Report by reference.

          The audit committee reports to the board and is responsible for
overseeing and monitoring financial accounting and reporting, the system of
internal controls established by management and the audit process of CVB
Financial Corp.

          The Audit Committee Charter adopted by the board sets out the
responsibilities, authority and specific duties of the audit committee. A copy
of the Audit Committee Charter is attached to this Proxy Statement as Annex A.

          Pursuant to the charter, the audit committee has, among others, the
following responsibilities:

o    To monitor the preparation of quarterly and annual financial reports;
o    To review the adequacy of internal control systems and financial reporting
     procedures with management and independent auditors, including internal
     audit plans; and
o    To review the general scope of the annual audit and the fees charged by the
     independent auditors.
o    To review significant findings reported by bank regulators and management's
     responses to such findings.

          In discharging its oversight responsibility the audit committee has
met and held discussions with management and Deloitte & Touche, LLP, the
independent auditors for CVB Financial Corp.. Management represented to the
audit committee that all consolidated financial statements were prepared in
accordance with generally accepted accounting principles, and the audit
committee has reviewed and discussed the consolidated financial statements with
management and the independent auditors. The audit committee discussed with the
independent auditors matters required to be discussed by Statement on Auditing
Standards No. 61 (Communications with Audit Committees).

          The audit committee also obtained from the independent auditors a
formal written statement describing all relationships between CVB Financial
Corp. and the auditors that bear on the auditors' independence consistent with
Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committee. The audit committee discussed with the independent auditors any
relationships that may impact on the firm's objectivity and independence and
satisfied itself as to the auditors' independence.

          Based on these discussions and reviews, the audit committee
recommended that the Board of Directors approve the inclusion of the Company's
audited consolidated financial statements in the Company's Annual Report on Form
10-K for the year ended December 31, 2000, for filing with the Securities and
Exchange Commission.


                                       9
<PAGE>   11


Respectfully submitted by the members of the audit committee of the Board of
Directors:

Dated:  March 28, 2001

THE AUDIT COMMITTEE

JOHN BORBA

RONALD KRUSE

JOHN LOPORTO

JAMES SELEY


THE PERSONNEL COMMITTEE

          In 2000, Mr. George Borba chaired the Personnel Committee, which held
three (3) meetings during 2000. Messrs. G. Borba, J. Borba, R. Kruse, J.
LoPorto, J. Seley, S. Vaccaro and D.L. Wiley are also members of this committee.
This committee approves issues related to the compensation of the officers and
employees of Citizens Business Bank.

THE STOCK OPTION COMMITTEE

          In 2000, Mr. LoPorto chaired the Stock Option Committee, which held
six (6) meetings during 2000. Messrs. J. Borba, R. Kruse, J. Seley and S.
Vacarro also served on this committee in 2000. The Stock Option Committee
administers our stock option plan, including making decisions regarding the
grant of options.

THE NUMBER OF MEETINGS ATTENDED

          During 2000, the Board of Directors held fifteen (15) meetings, and
the Board of Directors of the Bank held thirteen (13) meetings. All of the
directors of CVB Financial and Citizens Business Bank during 2000 attended at
least 75% of the aggregate of (i) the total number of CVB Financial and Citizens
Business Bank Board meetings and (ii) the total number of meetings held by all
committees of the Board of Directors of CVB Financial or Citizens Business Bank
on which he served during 2000.

                             EXECUTIVE COMPENSATION

HOW DO WE COMPENSATE DIRECTORS?

          We compensate our directors and the directors of Citizens Business
Bank with a fee for attendance at Board and committee meetings. Each director
received $3,221 per month for Board and Committee meetings, except for the
Chairman of the Board (Mr. George Borba) who received $9,201 per month for
attendance at such meetings. Mr. Wiley does not receive any fees for serving as
a director of CVB Financial Corp. or Citizens Business Bank. We paid a total of
$303,672 in 2000 as directors' fees. Pursuant to CVB Financial Corp.'s 1991
stock option


                                       10
<PAGE>   12


plan, each of CVB Financial's non-employee directors is entitled to receive
stock options. All of CVB Financial directors have received their full grant
except for Mr. Seley, who became a director in 1996 and Mr. Vaccaro who became a
director in 1999. Mr. Seley and Mr. Vaccaro received immediately vested options
to purchase 18,270 shares of stock at an exercise price of $14.32 and $15.34 per
share respectively under the 1991 Plan in the year 2000, as adjusted for our 10%
stock dividend on January 22, 2001. In addition, under the CVB Financial Corp.
2000 Option Plan, all of the directors, including Mr. Seley and Mr. Vaccaro
received on August 16, 2000 grants of options to purchase 27,500 shares of CVB
Financial Corp. common stock at an exercise price of $14.72 (as adjusted for our
10% stock dividend distributed on January 22, 2001). These options were granted
over a five-year period after each non-employee director completed a year of
service with CVB Financial. In addition, CVB Financial pays a health insurance
premium for each of our non-employee directors. In 2000, the premium averaged
approximately $7,771 for each non-employee director.

HOW DO WE COMPENSATE EXECUTIVE OFFICERS?

     Summary of Cash and Certain Other Compensation

          The tables on pages 12-14 show salaries and bonuses paid during the
last three years, options granted in fiscal 2000 and 2000 fiscal year-end option
values for our Chief Executive Officer and our next four most highly compensated
executive officers who are our named executives.


                                       11
<PAGE>   13


                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                                                     LONG-TERM
                                                                                                    COMPENSATION
                                                                                                    ------------
                                                                           ANNUAL COMPENSATION         AWARDS
                                                         -----------------------------------------  ------------
                                                                                  OTHER ANNUAL                        ALL OTHER
       NAME AND PRINCIPAL POSITION              YEAR      SALARY($)  BONUS($)   COMPENSATION($)(1)   OPTIONS(2)   COMPENSATION($)(3)
-------------------------------------------  ----------- ----------- --------  -------------------  ------------  ------------------
<S>                                             <C>      <C>         <C>       <C>                  <C>           <C>
D. LINN WILEY                                   2000     400,000     325,612            --               27,500        12,800
President and Chief Executive                   1999     390,000     323,700            --                   --        12,800
  Officer of the Company and                    1998     380,000     303,240            --               37,813        12,800
  the Bank

FRANK BASIRICO                                  2000     165,000      69,303            --                5,500        12,800
Executive Vice President and                    1999     155,000      69,750            --                   --        12,800
  Senior Loan Officer of the                    1998     145,000      54,375            --                   --        12,800
  Bank

JAY W. COLEMAN                                  2000     176,000      44,882            --                5,500        12,800
Executive Vice President of                     1999     169,000      76,050            --                   --        12,800
  Sales and Service Division                    1998     162,500      59,719            --                7,563        12,800
  of the Bank

EDWIN POMPLUN                                   2000     130,000      42,902                              5,500        12,800
Executive Vice President                        1999     123,600      38,934            --                   --        12,800
  and Trust Division                            1998     120,000      45,000            --                3,025        12,053
  Manager of the Bank

EDWARD  J. BIEBRICH, JR.                        2000     173,500      67,668                              5,500        12,800
Chief Financial Officer of                      1999     166,500      72,428            --                   --        12,800
  the Company and Executive Vice                1998     160,000      66,000            --               45,376           -
  President/Chief Financial
   Officer of the Bank
</TABLE>

---------------------

(1)       The amount of the aggregate of the other annual compensation did not
          exceed the lesser of $50,000 or 10% of the total of annual salary and
          bonus for the particular executive officer.

(2)       Represents stock options we granted, retroactively adjusted, as
          appropriate, for the 10% stock dividend distributed in January 2001,
          the five for four stock split paid in January 2000 and the 10% stock
          dividend distributed in January 1999.

(3)       Represents amounts the Bank contributed to the Profit Sharing Plan and
          allocated to the Named Executives' vested or unvested account under
          such plan.


                                       12
<PAGE>   14


     Option Exercises and Holdings

          The following tables provide information with respect to the named
executive officers concerning the grant of stock options during the year 2000
and their exercise of options during the 2000 fiscal year and their year-end
option holdings. We have retroactively updated the share numbers in this table
to take into account the ten percent (10%) stock dividend we distributed on
January 22, 2001.


                              OPTION GRANTS IN 2000
<TABLE>
<CAPTION>
                                                                                          Potential Realizable
                                                                                            Value at Assumed
                                                                                             Annual Rates of
                                                                                               Stock Price
                                                                                              Appreciation
                                                Individual Grants                            for Option Term
                                                -----------------                            ---------------
                                 Number of
                                 Securities      Percent of
                                 Underlying    Total Options    Exercise
                                 Options          Granted        or Base
                                 Granted        To Employees      Price      Expiration
          Name                   (#)(1)           in 2000      ($/Sh)(#)(1)     Date      5% ($)     10% ($)
          ----                   ---------        -------      ------------  ----------   ------     -------
<S>                              <C>              <C>          <C>           <C>          <C>        <C>
    D. Linn Wiley                   27,500          9.1%              14.72    8-16-10    254,576    645,146

    Frank Basirico                   5,500         1.81%              14.21    6-21-10     49,151    124,558

    Edward J.                        5,500         1.81%              14.21    6-21-10     49,151    124,558
    Biebrich, Jr.

    Jay W. Coleman                   5,500         1.81%              14.21    6-21-10     49,151    124,558

    Edwin Pomplun                    5,500         1.81%              14.21    6-21-10     49,151    124,558
</TABLE>


(1)       Retroactively adjusted for the ten percent stock dividend we paid on
January 22, 2001. The options vest at the rate of 20% over a five year period
and expire ten years from the date of grant. The exercise price for the grants
is the fair market value on the date of grant.


                                       13
<PAGE>   15


               AGGREGATED OPTION(1) EXERCISES IN FISCAL YEAR 2000
                        AND FISCAL YEAR-END OPTION VALUES


<TABLE>
<CAPTION>
                            Shares Acquired                                                        Value of Unexercised
                            on Exercise(2)                           Number of Unexercised        In-the-Money Options at
          Name                    (#)         Value Realized ($)  Options at 12/31/00 (#)(2)          12/31/00 ($)(3)
                                                                  ---------------------------- ------------------------------
                                                                  Exercisable  Unexercisable    Exercisable   Unexercisable
-------------------------- ------------------ ------------------- ------------ --------------- ------------------------------
<S>                        <C>                <C>                 <C>          <C>             <C>             <C>
D. Linn Wiley                   160,020           $1,962,649           17,019          50,188          44,621         95,824
Frank Basirico                    --                  --                   --          15,483              --        119,123
Jay W. Coleman                    --                  --               92,112          10,038       1,296,475         22,025
Edwin Pomplun                     --                  --               20,040          15,710         171,186         84,671
Edward J. Biebrich, Jr.           --                  --               27,224          23,652           8,439         21,027
</TABLE>

---------------------------

(1)       We have no plans pursuant to which stock appreciation rights may be
          granted.

(2)       Retroactively adjusted for the ten percent stock dividend we
          distributed on January 22, 2001.

(3)       Value of unexercised "in-the-money" options is the difference between
          the fair market value of the securities underlying the options and the
          exercise or base price of the options as of December 31, 2000.

EMPLOYMENT AGREEMENT WITH OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER

          On August 8, 1991, we entered into an employment agreement with Mr.
Wiley which sets forth his compensation as President and Chief Executive Officer
of CVB Financial and Citizens Business Bank. The agreement provides for an
annual base salary of at least $300,000. This base salary is reviewed and
adjusted on an annual basis at the discretion of the Board of Directors. The
agreement further provides for Mr. Wiley to receive an annual bonus of $200,000
for each year after 1991, although Mr. Wiley's actual bonus may be more or less
than $200,000 depending on the attainment of certain performance goals. In the
event there is a change in control of CVB Financial, or Mr. Wiley is terminated
for any reason, other than for cause, he is entitled to receive a sum equal to
one year's base salary at the rate being paid to him at the time he is
terminated, unless he accepts employment with the acquiring company.
Additionally, the agreement provides for certain other benefits, including an
option grant, which was made in 1991, the use of an automobile, a country club
membership, participation in the Bank's Profit Sharing Plan and medical and life
insurance benefits.

          In addition, pursuant to the terms of our 1991 Stock Option Plan and
2000 Stock Option Plan, upon a reorganization, merger, or consolidation of the
Company with one or more corporations as a result of which we will not be the
surviving or resulting corporation, or a sale of substantially all the assets of
the Company to another person, or a reverse merger in which we are the surviving
corporation but the shares of our stock outstanding immediately preceding the
merger are converted by virtue of the merger into other property, all
outstanding options Mr. Wiley may hold under the our 1991 and 2000 Stock Option
Plans, whether vested or not vested, will become immediately exercisable.


                                       14
<PAGE>   16


SEVERANCE COMPENSATION AGREEMENTS WITH CERTAIN OTHER EXECUTIVE OFFICERS

          In March 2001, the Bank entered into new severance compensation
agreements with its executive officers. These agreements provide that in the
event a "Change of Control," as described below, occurs during the executive's
employment and (i) the executive's employment is terminated by us or Citizens
Business Bank or any successor, other than for cause, within one year of the
completion of such Change of Control, or (ii) the executive terminates or
resigns employment for Good Reason, as described below, within one year of the
completion of a Change in Control, the executive shall receive an amount equal
to the executive's annual base compensation for the last calendar year
immediately preceding the Change in Control. This amount will be paid in a lump
sum within five days after the effective date of termination of the executive's
employment.

        A "Change in Control" occurs if, among other things:

          (i) any person or group, other than a director serving since March
2001 acquires (or has acquired during the 12 month period ending on the date of
the most recent acquisition) ownership of stock of the Company or the Bank
possessing more than 50% of the total voting power of the Company's or the
Bank's stock;

          (ii) majority of the members of the Company's or the Bank's directors
is replaced during any 12 month period by directors whose appointment or
election is not endorsed by a majority of the members of the Company's or the
Bank's board prior to the date of the appointment or election;

          (iii) a merger occurs where the holders of the Bank's or the Company's
voting stock immediately prior to the effective date of such merger own less
than 50% of the voting stock of the entity surviving such merger; or

          (iv) any one person or group, acquires (or has acquired during the
twelve month period ending on the date of the most recent acquisition by such
person or persons) assets from the Bank that have a total fair market value
greater than 50% of the total fair market value of all of the Bank's assets
immediately before the acquisition or acquisitions. A transfer of assets will
not be treated as a change in the ownership of such assets if the assets are
transferred to:

               (A) an entity, 50% or more of the total value or voting power of
which is owned directly or indirectly by CVB Financial or Citizens Business Bank
prior to the acquisition;

               (B) a person, or more than one person acting as a group, that
owns, directly or indirectly, 50% or more of the total value or voting power of
all the outstanding stock of CVB Financial or Citizens Business Bank prior to
the acquisition; or

               (C) an entity, at least 50% of the total value or voting power is
owned, directly or indirectly by a person who owns, directly or indirectly, 50%
or more of the total value or voting power of all the outstanding stock of
Citizens Business Bank prior to the acquisition.

          "Good Reason" includes (i) the executive's then current level of
annual base salary or employee benefit coverage is reduced; (ii) the executive
suffers a material diminution in, among others, title, authority or
responsibilities; or (iii) the executive's principal business office is
relocated by more than fifty miles from its existing location.


                                       15
<PAGE>   17


          In addition, pursuant to the terms of CVB Financial's 1991 and 2000
Stock Option Plans, upon a reorganization, merger, or consolidation of the
Company with one or more corporations as a result of which CVB Financial will
not be the surviving or resulting corporation, or a sale of substantially all
the assets of CVB Financial to another person, or a reverse merger in which CVB
Financial is the surviving corporation but the shares of CVB Financial's stock
outstanding immediately preceding the merger are converted by virtue of the
merger into other property, all outstanding options under CVB Financial's 1991
and 2000 Stock Option Plans, whether vested or not vested, become immediately
exercisable.

REPORT ON EXECUTIVE COMPENSATION

          The Report of the Personnel Committee and the Stock Option Committee
should not be deemed incorporated by reference into any filing under the
Securities Act of 1933 or under the Securities Exchange Act of 1934, except to
the extent that we specifically incorporate the information contained in the
report by reference.


                        REPORT OF THE PERSONNEL COMMITTEE

                         AND THE STOCK OPTION COMMITTEE


WHAT IS OUR PHILOSOPHY ON EXECUTIVE COMPENSATION?

          We have adopted a basic philosophy and practice of offering a
compensation program designed to attract and retain highly qualified employees.
Our compensation practices encourage and motivate these individuals to achieve
superior performance. This underlying philosophy pertains specifically to
executive compensation, as well as employee compensation at all other levels
throughout the organization.

          There are three principal components of the executive compensation
program. They include base salary compensation, bonus compensation (performance
compensation) and long-term incentive compensation.

BASE SALARY

          For 2000, we determined the base salary compensation for each of the
Company's executive officers. This includes all of the named executives. We
predicate the base salary on the executive's ability, experience and past and
potential performance and contribution to CVB Financial and Citizens Business
Bank. The base salary range is based, in part, on our analysis of salary surveys
from the California Bankers Association and the Salary Information Retrieval
System survey prepared by Organization Resource Counselors, Inc. Furthermore, we
establish the base salary so that we will have the ability to increase these
base salaries in future years based on the executive's performance.

          We will evaluate and adjust the range of each executive's base salary,
if appropriate, in subsequent years, based on future salary surveys, comparable
salary information and other considerations. Base salary adjustments for each
executive will be predicated primarily on performance. We conduct performance
evaluations at least annually. We base the evaluations on results achieved.
These results are measured against specific performance standards established at
the beginning or during the course of the year. For example, specific


                                       16
<PAGE>   18


performance standards include, among other things, deposit growth, loan growth,
fee income, expense control, net earnings, return on equity and return on
assets.

BONUS

          We base bonus compensation on Citizens Business Bank's return on
equity and other specific performance criteria. Citizens Business Bank must
achieve a minimum return on equity for anyone to be eligible for a bonus. This
criterion provided for a minimum return on average equity of 15% for 2000.
Citizens Business Bank's actual return on average equity for 2000 was 22.39%.
The individual performance objectives and standards relate to specific results
where the executive has substantial influence and accountability.

WHAT KIND OF LONG-TERM INCENTIVE COMPENSATION DOES CVB FINANCIAL OFFER?

          We have two compensation plans that provide long-term incentives for
our executive officers. They include a Stock Option Plan and a Profit Sharing
Plan. Stock options have previously been awarded under our 1991 Plan, pursuant
to which grants can no longer be made in 2001, and our 2000 Stock Option Plan
which was approved by our Board of Directors and Shareholders last year.

          The 2000 Stock Option Plan aligns the interests of key employees,
including the Named Executives, with those of our shareholders. We provide these
employees with an incentive to achieve superior performance by granting them
long-term options to purchase Company Common Stock at a fixed exercise price
that equals the fair market value of the underlying stock on the date of the
grant. The Stock Option Committee administers the Stock Option Plan. This
committee has the authority to select the key employees eligible for the stock
options and the number of options they will receive. The members of the Stock
Option Committee do not utilize any performance goals in determining the number
of options to be granted, nor do they consider the number of options previously
granted to an executive officer. Rather, the members base the award of stock
options on their own analysis of that employee's contribution to CVB Financial,
including an assessment of the employee's responsibilities, as well as the
employee's commitment to CVB Financial's future. The amount of compensation an
optionee may receive pursuant to the option is based solely on an increase in
the value of the Company's common stock after the date of the grant or award.

          In 2000, the Stock Option Committee awarded 49,500 stock options to
the Company's executive officers under the Company's 2000 Stock Option Plan, as
adjusted for our stock dividend paid on January 22, 2001. Stock options awarded
under the 2000 Stock Option Plan qualify for exclusion under Section 162(m) of
the Internal Revenue Code, which limits the deductibility of compensation paid
to certain executive officers, as performance-based compensation.

          The Profit Sharing Plan primarily provides retirement benefits to all
eligible employees, including Named Executives. It also has death and disability
features. Employees become eligible upon completing at least one year of
service. Annual contributions are made solely by CVB Financial. These
contributions are entirely discretionary, and are approved by the Board of
Directors based on CVB Financial's earnings and return on equity. For 2000, CVB
Financial contributed $1,349,018 or 8% of total employee base salary and bonus,
to the Profit Sharing Plan. We allocate contributions proportionately to the
accounts of plan participants


                                       17
<PAGE>   19


based on their base salaries and bonus. Plan participants become fully vested in
these amounts upon reaching seven years of service.

HOW DO WE COMPENSATE OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER?

          Mr. Wiley, the President and Chief Executive Officer of CVB Financial
and the Bank, received compensation for his services during 2000 based primarily
upon his rights under his employment agreement with CVB Financial and Citizens
Business Bank. We discuss this contract under the heading "Employment Agreement
with Our President and Chief Executive Officer." Mr. Wiley is also eligible to
receive a discretionary annual bonus pursuant to his employment agreement. We
base his bonus on specific performance achievements as outlined above for other
executive officers. Mr. Wiley may receive a bonus of up to and including 83% of
his base salary under this plan. He received an annual bonus of $325,612, or 81%
of base salary, for his services in 2000. This bonus was predicated on return on
average equity, asset management earnings, turnover and operating efficiency. In
addition to the benefits his employment agreement provides, Mr. Wiley is an
eligible participant in our Profit Sharing Plan and an eligible participant
under our 2000 Stock Option Plan. In 2000, the Stock Option Committee awarded
Mr. Wiley options to purchase 27,500 shares of common stock, as adjusted for our
2001 stock dividend. He also received a vested allocation of $12,800 for 2000
under our profit sharing plan. This represents his proportionate share of the
aggregate employer contribution authorized by the Board of Directors for 2000.

Dated:  March 28, 2001

                             THE PERSONNEL COMMITTEE
                             GEORGE A. BORBA, Chairman
                             JOHN A. BORBA
                             RONALD O. KRUSE
                             JOHN LoPORTO
                             JAMES C. SELEY
                             D. LINN WILEY
                             SAN E. VACCARO

                             THE STOCK OPTION COMMITTEE

                             JOHN BORBA
                             RONALD O. KRUSE
                             JOHN J. LoPORTO, Chairman
                             JAMES C. SELEY
                             SAN E. VACCARO


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

          None of the members of the Personnel Committee or the Stock Option
Committee during 2000 has ever been an officer or employee of CVB Financial or
any of its subsidiaries, except for Mr. Wiley, who is the President and Chief
Executive Officer of CVB Financial and the Bank and a member of the Personnel
Committee. The Personnel Committee made all decisions regarding compensation of
executive officers during 2000, other than those related to stock options or the
base salary of Mr. Wiley.


                                       18
<PAGE>   20


PERFORMANCE GRAPH

          The following graph compares the yearly percentage change in CVB
Financial's cumulative total shareholder return (stock price appreciation plus
reinvested dividends) on Common Stock with (i) the cumulative total return of
the American Stock Exchange market index, and (ii) a published index comprised
by Media General Financial Services, Inc. of banks and bank holding companies in
the "Pacific States," which are Alaska, Arizona, California, Hawaii, Montana,
Nevada, North Dakota, South Dakota, Oregon, Utah, Washington and Wyoming (the
industry group line depicted below). The graph assumes an initial investment of
$100 and reinvestment of dividends. Points on the graph represent the
performance as of the last business day of each of the years indicated. The
graph is not necessarily indicative of future price performance.


                                       19
<PAGE>   21


          The graph shall not be deemed filed or incorporated by reference into
any filing under the Securities Act of 1933 or under the Securities Exchange Act
of 1934, except to the extent that we specifically incorporate this graph by
reference.





                                 [INSERT GRAPH]









            Period Ended December 31, 1995 Through December 31, 2000


                             COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
                                                 1996         1997         1998         1999        2000
<S>                               <C>           <C>          <C>          <C>          <C>         <C>
CVB Financial Corp.               100           155.81       308.96       285.41       299.67      283.22
Industry Index                    100           125.29       225.60       211.29       215.43      249.28
AMEX Market Index                 100           105.52       126.97       125.25       156.15      154.23
</TABLE>


                                       20
<PAGE>   22


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          Some of the directors and executive officers of CVB Financial and the
companies with which they are associated were customers of, and had banking
transactions with, Citizens Business Bank in the ordinary course of its business
during 2000, and the Bank expects to have such banking transactions in the
future. Citizens Business Bank made all of these loans and commitments on
substantially the same terms, including interest rates, collateral and repayment
terms, as those prevailing at the time for comparable transactions with other
persons of similar creditworthiness. In our opinion, these transactions did not
involve more than a normal risk of collectibility or present other unfavorable
features.

DID DIRECTORS AND OFFICERS COMPLY WITH THEIR SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE REQUIREMENTS IN 2000?

          Section 16(a) of the Securities Exchange Act of 1934 requires our
executive officers and directors, and persons who own more than ten percent of
CVB Financial's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC") and the American
Stock Exchange. The SEC requires executive officers, directors and greater than
ten-percent shareholders to furnish to us copies of all Section 16(a) forms they
file.

          Based solely on our review of these reports and of certifications
furnished to us, we believe that during the fiscal year ended December 31, 2000
all executive officers, directors and greater than ten-percent beneficial owners
complied with all applicable Section 16(a) filing requirements, except for Mr.
Basirico who filed four Forms 4 late relating to 7 transactions in connection
with the sale of shares and Mr. Coleman who filed one Form 4 late relating to
one transaction in connection with the sale of shares.

       THE BOARD RECOMMENDS A VOTE "FOR" ALL SEVEN NOMINEES FOR DIRECTOR.


                                   PROPOSAL 2
          RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

          We have appointed Deloitte & Touche as independent public accountants
for the year ending December 31, 2001. The Audit Committee recommended the
appointment of Deloitte & Touche to the Board. Deloitte & Touche, who performed
our audit services in 2000, including an examination of the consolidated
financial statements and services related to filings with the Securities and
Exchange Commission, has served as our accountants since 1986. Deloitte & Touche
performed all of its services in 2000 at customary rates and terms.

INDEPENDENT AUDITORS

Fees

          The following table sets forth the aggregate fees CVB Financial Corp.
incurred for audit and non-audit services provided by Deloitte & Touche, LLP,
who acted as independent auditors for the fiscal year ending 2000 and performed
CVB Financial Corp. audit services in fiscal year 2000. The table lists audit
fees, financial information systems design and implementation fees, and other
fees.


                                       21
<PAGE>   23


<TABLE>
<CAPTION>
                                                                                           DECEMBER 31, 2000
<S>                                                                                        <C>
Audit Fees............................................................................     $114,000
Financial Information Systems Design and Implementation Fees..........................     $0
Other Fees (including internal audit fees and asset management fees)..................     $184,750
</TABLE>

          The audit committee has considered whether the provision of financial
information systems design and implementation services and other non-audit
services is compatible with maintaining the independence of Deloitte & Touche,
LLP.

          Representatives of Deloitte & Touche will be present at the meeting,
will be available to respond to your appropriate questions and will be able to
make such statements as they desire. If you do not ratify the selection of
independent accountants, the Audit Committee and the Board will reconsider the
appointment. However, even if you ratify the selection, the Board may still
appoint new independent accountants at any time during the year if it believes
that such a change would be in the best interests of CVB Financial and our
shareholders.


       THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF
                                THE SELECTION OF
                 DELOITTE & TOUCHE AS THE COMPANY'S INDEPENDENT
                              ACCOUNTANTS FOR 2001.


                                  ANNUAL REPORT

          Together with this Proxy Statement, CVB Financial has distributed to
each of its shareholders our 2000 Summary Annual Report and Annual Report on
Form 10-K to shareholders for the year ended December 31, 2000, which includes
the consolidated financial statements of CVB Financial and its subsidiaries and
the report thereon of Deloitte & Touche, CVB Financial's independent public
accountants. If you did not receive them, we will send them to you without
charge.

          The Annual Report on Form 10-K includes a list of exhibits filed with
the Securities and Exchange Commission, but does not include the exhibits. If
you wish to receive copies of the exhibits, we will send them to you. Expenses
for copying and mailing will be your responsibility. Please write to:

Donna Marchesi, Secretary
CVB Financial Corp.
701 North Haven Avenue
Suite 350
Ontario, California 91764

In addition, the Securities and Exchange Commission maintains an internet site
at http://www.sec.gov that contains information filed with them.


                                       22
<PAGE>   24


                            PROPOSALS OF SHAREHOLDERS

          If you wish to submit a proposal for consideration at our 2002 Annual
Meeting of Shareholders, you may do so by following the procedures prescribed in
the Securities Exchange Act of 1934. To be eligible for inclusion in the
Company's proxy statement and proxy materials, our Corporate Secretary must
receive your proposals no later than December 13, 2001.

          In addition, in the event a shareholder proposal is not submitted to
the Company prior to February 27, 2002, the proxy to be solicited by the Board
of Directors for the 2001 Annual Meeting of Shareholders will confer authority
on the holders of the proxy to vote the shares in accordance with their best
judgment and discretion, if the proposal is presented at the 2001 Annual Meeting
of Shareholders, without any discussion of the proposal in the proxy statement
for such meeting.

Dated:  April 12, 2001                  CVB FINANCIAL CORP.



                                        By___________________
                                           D. Linn Wiley
                                           President and Chief Executive Officer


                                       23
<PAGE>   25


                                     ANNEX A

                             CVB FINANCIAL CORP. AND
                             CITIZENS BUSINESS BANK
                             AUDIT COMMITTEE CHARTER
                                    JUNE 2000


COMMITTEE FUNCTION

The Audit Committee ("Committee") of the Boards of Directors ("Boards") of CVB
Financial Corp. ("CVB") and Citizens Business Bank ("Bank"), collectively the
Company, will assist the Board in fulfilling its fiduciary responsibility to the
shareholders, depositors and investment community relating to the quality and
integrity of the Company's accounting systems, financial reporting process, and
overall internal control structure. In so doing the Committee shall:

          1. Review the Reports of Internal Audits, the Company's independent
certified public accountants (external audits), bank examiners, and other
information submitted by bank management.

          2. Review quarterly and annual financial statements with the
independent public accountants and approve them for inclusion in the Company's
reports to shareholders.

          3. Report its activities to the Boards, making recommendations for
such changes in the manner in which the Company is doing business as are deemed
advisable.

          4. Carry out its fiduciary responsibilities in an informed and
vigilant manner to ensure compliance with laws and regulations relating to
safety and soundness.

          5. Employ such resources in the performance of its duties, including
access to separate legal counsel, as it may deem necessary.


ORGANIZATION AND MEMBERSHIP

The Audit Committee shall have at least three members and shall consist of only
Board members who:

          1. Are appointed by the Boards from time to time.

          2. Are not officers or employees of the Company nor any of its
subsidiaries.

          3. Have banking or related financial management expertise and be able
to read and understand fundamental financial statements or become able to
understand such financial statements within a reasonable time after being
appointed to the Audit Committee.

          4. Designate a Chairman ("Chairman") to preside over regularly
scheduled monthly meetings and report Committee actions and recommendations to
the Boards.

          5. Have at least one (1) Member with accounting or related financial
management expertise, or any other comparable experience or background that
results in the individual's financial sophistication.


                                       24
<PAGE>   26


RESPONSIBILITIES

The Audit Committee, acting on behalf of the Boards of Directors, shall meet at
least monthly to:

A. Complete the following responsibilities relating to internal audits.

          1. Approve the selection of auditing firms that will conduct the
internal audits.

          2. Review and approve the Internal Audit Plan and Engagement Letter.

          3. Review audit agreed upon procedures.

          4. Review results of significant audit findings and management's
response.

          5. Review periodic progress reports on the Internal Audit Plan.

          6. Ensure that the independent accountants deliver to the Audit
Committee a formal written statement on at least an annual basis delineating all
relationships between the Company and the accountants. The Audit Committee shall
also engage in a dialogue with the accountants with respect to any disclosed
relationships or services that may impact the objectivity and independence of
the independent accountants and in response to the independent accountants
report take, or recommend that the Board take, appropriate action to satisfy
itself of the independent accountants' independence.

B. Complete the following responsibilities in relation to the Company's
independent public accountants (external auditors).

          1. Select and recommend annually, to the Boards, the appointment of
the Company's independent public accountants.

          2. Review independence, qualifications, the annual Engagement Letter,
audit scope and related services.

          3. Review the Company's quarterly financial statements and audited
annual financial statements with the independent public accountants and approve
their inclusion in the Company's quarterly and annual reports to shareholders.

          4. Review the Company's audited financial statements in relation to
meeting the requirements of an annual Director's examination, related notes, the
accountant's opinion to be rendered in connection therewith, and any unresolved
disagreements with management concerning accounting or disclosure matters.

          5. Review their report regarding management's assertions on internal
controls and compliance with laws and regulations.

The Company's independent public accountants (external auditors) are ultimately
accountable to the Audit Committee and the Board of Directors.

C. Review significant findings reported by bank regulators, management's related
responses and monitor corrective actions on major deficiencies noted.


                                       25
<PAGE>   27


D. Review management's annual report on its responsibility for preparing
financial statements, establishing and maintaining an adequate internal control
structure and procedures for financial reporting, and for complying with certain
laws and regulations.

E. Perform such additional functions as are necessary or prudent to fulfill the
Committee's duties and responsibilities.



                                       26
<PAGE>   28


(Side 1 of Card)

                               CVB FINANCIAL CORP.
             REVOCABLE PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
                             TO BE HELD MAY 16, 2001
                 THE BOARD OF DIRECTORS IS SOLICITING THIS PROXY

          I/we hereby nominate, constitute and appoint John A. Borba, John J.
LoPorto and James C. Seley, and each of them, their attorneys, agents and
proxies, with full powers of substitution to each, to attend and act as proxy or
proxies at the 2001 Annual Meeting of Shareholders of CVB FINANCIAL CORP. which
will be held at the Ontario Convention Center, 2000 Convention Center Way,
Ontario, California 91764, on Wednesday, May 16, 2001, at 7:00 p.m., and at any
and all adjournments thereof, and to vote as I/we have indicated the number of
shares which I/we, if personally present, would be entitled to vote.

          1.        ELECTION OF DIRECTORS.

                           FOR all nominees listed below (except as indicated to
                           the contrary below). Discretionary authority to
                           cumulate votes is granted to the Board.

                           WITHHOLD AUTHORITY to vote for all nominees listed
                           below

          Nominees: George A. Borba, John A. Borba, Ronald O. Kruse, John J.
LoPorto, James C. Seley, San E. Vaccaro and D. Linn Wiley.

          INSTRUCTION: TO WITHHOLD AUTHORITY to vote for any individual
nominee(s) write that nominee's(s') name in the space below.

                ------------------------------------------------

          2.        RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE as
independent public accountants of the Company for the year ending December 31,
2001.

                           FOR

                           AGAINST

                           ABSTAIN

          3.        OTHER BUSINESS. In their discretion, the Proxies are
authorized to vote upon such other business as may properly come before the
Meeting and at any and all adjournments thereof. IF ANY OTHER MATTER IS
PRESENTED, YOUR PROXIES WILL VOTE IN ACCORDANCE WITH THE RECOMMENDATION OF THE
BOARD OF DIRECTORS, OR, IF NO RECOMMENDATION IS GIVEN, IN THEIR OWN DISCRETION.
The Board of Directors at present knows of no other business to be presented at
the Meeting.

                      PLEASE SIGN AND DATE ON REVERSE SIDE


                                       1
<PAGE>   29


(Side 2 of Card)

                           PLEASE SIGN AND DATE BELOW

                  I/we hereby ratify and confirm all that said attorneys and
proxies, or any of them, or their substitutes, shall lawfully do or cause to be
done because of this proxy, and hereby revoke any and all proxies I/we have
given before to vote at the meeting. I/we acknowledge receipt of the notice of
Annual Meeting and the Proxy Statement which accompanies the notice.



Dated:  _________________, 2001



Signed:  ______________________________


Signed:  ______________________________

          Please date this Proxy and sign above as your name(s) appear(s) on
this card. Joint owners should each sign personally. Corporate proxies should be
signed by an authorized officer. Executors, administrators, trustees, etc.,
should give their full titles.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS
NOMINATED BY THE BOARD OF DIRECTORS AND "FOR" RATIFICATION OF THE APPOINTMENT OF
DELOITTE & TOUCHE. THE PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED.
IF NO DIRECTION IS MADE, IT WILL BE VOTED "FOR" THE ELECTION OF DIRECTORS
NOMINATED BY THE BOARD OF DIRECTORS "FOR" RATIFICATION OF THE APPOINTMENT OF
DELOITTE & TOUCHE.


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