<SUBMISSION>
<ACCESSION-NUMBER>0000354647-04-000060
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>8
<PERIOD>20040331
<FILING-DATE>20040507
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CVB FINANCIAL CORP
<CIK>0000354647
<ASSIGNED-SIC>6022
<IRS-NUMBER>953629339
<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-10140
<FILM-NUMBER>04788974
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>701 N HAVEN AVE STE 350
<CITY>ONTARIO
<STATE>CA
<ZIP>91764
<PHONE>9099804030
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>701 N HAVEN AVENUE
<CITY>ONTARIO
<STATE>CA
<ZIP>91764
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>march0410q.htm
<DESCRIPTION>MARCH 2004 10-Q
<TEXT>

<html>
<head>
<title>  March 04 10-Q </title>
</head>
<body>




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<A NAME=A001></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4><b>FORM 10-Q<BR>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION <BR>
Washington, D. C. 20549 </b></FONT></P>

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<A NAME=A004></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[X] QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d)<BR>
OF THE SECURITIES
EXCHANGE ACT OF 1934 </FONT></P>

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<A NAME=A006></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>For the quarterly period
ended March 31, 2004 </FONT></P>

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<A NAME=A007></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>or </FONT></P>

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<A NAME=A008></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[ ] TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d)<BR>
OF THE SECURITIES
EXCHANGE ACT OF 1934 </FONT></P>

<hr width=24%>
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<A NAME=A010></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>For the transition
period from _____ to _____ </FONT></P>

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<A NAME=A011></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>For Quarter Ended March
31, 2004 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Commission File Number: 0-10140 </FONT></P>

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<A NAME=A012></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CVB FINANCIAL CORP. <BR>(Exact name of
registrant as specified in its charter) </FONT></P>

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<A NAME=A014></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>California  <BR>
(State or other jurisdiction of incorporation <BR>or organization)</FONT></P>
  <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 95-3629339 <BR>
(I.R.S. Employer Identification No.)</FONT></P>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 701 North Haven Ave, Suite 350, Ontario, California<BR>
(Address of Principal Executive Offices)</FONT></P>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 91764 <BR>(Zip Code)</FONT></P>
<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Registrant&#146;s
telephone number, including area code)<BR> (909) 980-4030 </FONT></P>
<HR WIDTH=25%>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by
section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. </FONT></P>

Yes _X_   No ___

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act). Yes _X_ No ___ </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Number of shares of common stock of
the registrant: 48,404,418 outstanding as of May 5, 2004. </FONT></P>


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<A NAME=A015></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>CVB FINANCIAL CORP. </b><BR>
2004 QUARTERLY REPORT ON FORM 10-Q </FONT></P>

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<A NAME=A017></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>TABLE OF CONTENTS </FONT></P>

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<A NAME=A018></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART I &#150; FINANCIAL
INFORMATION (UNAUDITED) </FONT></P>

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<A NAME=A019></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ITEM
1. FINANCIAL STATEMENTS</FONT></P>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
ITEM 2. MANAGEMENT&#146;S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;AND RESULTS OF OPERATIONS</FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;GENERAL </FONT></P>

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<A NAME=A022></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;OVERVIEW </FONT></P>

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<A NAME=A023></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;CRITICAL
ACCOUNTING POLICIES </FONT></P>

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<A NAME=A024></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ANALYSIS OF
THE RESULTS OF OPERATIONS </FONT></P>

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<A NAME=A025></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ANALYSIS
OF FINANCIAL CONDITION </FONT></P>

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<A NAME=A026></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;RISK
MANAGEMENT </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
   ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK </FONT></P>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
   ITEM 4.  CONTROLS AND PROCEDURES</FONT></P>

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<A NAME=A027></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART II &#151; OTHER
INFORMATION </FONT></P>

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<A NAME=A028></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ITEM
1. LEGAL PROCEEDINGS </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
   ITEM 2.  CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES</FONT></P>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
   ITEM 3.  DEFAULTS UPON SENIOR SECURITIES</FONT></P>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS</FONT></P>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
   ITEM 5.  OTHER INFORMATION</FONT></P>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K</FONT></P>

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<A NAME=A029></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>SIGNATURES </B></FONT></P>


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<PRE>
                                              <B>PART I - FINANCIAL INFORMATION (UNAUDITED)
                                                     Item 1. Financial Statements
                                                CVB FINANCIAL CORP. AND SUBSIDIARIES
                                                    CONSOLIDATED BALANCE SHEETS
                                                            (unaudited)
                                                     Dollar amounts in thousands

                                                                               March 31,             December 31,
                                                                                  2004                   2003</B>
                                                                           ------------------    -------------------

     ASSETS
     Investment securities available-for-sale                                      1,902,503              1,865,782
     Investment in stock of Federal Home Loan Bank (FHLB)                             42,022                 37,966
     Loans and lease finance receivables                                           1,812,487              1,759,941
     Allowance for credit losses                                                    (22,005)                (21,282)
                                                                               -----------------      -----------------
          Total earning assets                                                     3,735,007              3,642,407
     Cash and due from banks                                                         118,156                112,008
     Premises and equipment, net                                                      30,035                 31,069
     Goodwill and other intangibles:
          Amortizable                                                                  7,025                  7,321
          Non-amortizable                                                             19,580                 19,580
     Cash value life insurance                                                        66,012                 15,800
     Accrued interest receivable                                                      16,884                 15,724
     Other assets                                                                     17,217                 10,440

                                                                            -----------------      -----------------
           TOTAL ASSETS                                                      $     4,009,916     $        3,854,349
                                                                            =================      =================

     LIABILITIES AND STOCKHOLDERS' EQUITY
     Liabilities:
        Deposits:
          Noninterest-bearing                                               $      1,153,994     $        1,142,330
           Interest-bearing                                                        1,545,262              1,518,180
                                                                            -----------------      -----------------
             Total deposits                                                        2,699,256              2,660,510
        Demand Note to U.S. Treasury                                                   1,829                  3,834
        Short-term borrowings                                                        354,900                405,500
        Long-term borrowings                                                         531,000                381,000
        Deferred tax liabilities                                                       9,822                  5,203
        Accrued interest payable                                                       4,861                  5,259
        Deferred compensation                                                          6,803                  6,955
        Junior subordinated debentures                                                82,476                 82,476
        Other liabilities                                                             22,540                 16,891
                                                                             -----------------      -----------------
           TOTAL LIABILITIES                                                       3,713,487              3,567,628
                                                                            -----------------      -----------------

     COMMITMENTS AND CONTINGENCIES

     Stockholders' Equity:
        Preferred stock (authorized, 20,000,000 shares
           without par; none issued or outstanding)                                        -                      -
     Common stock (authorized, 78,125,000 shares
           without par; issued and outstanding
           48,386,418 (2004) and 48,289,347 (2003))                                  233,173                232,959
     Retained earnings                                                                39,596                 36,482
     Accumulated other comprehensive income, net of tax                               23,660                 17,280
                                                                            -----------------      -----------------
           Total stockholders' equity                                                296,429                286,721
                                                                             -----------------      -----------------
            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $      4,009,916     $        3,854,349
                                                                             =================      =================

     See accompanying notes to the consolidated financial statements.


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                   <B>CVB FINANCIAL CORP. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF EARNINGS
                               (unaudited)
              Dollar amounts in thousands, except per share

                                                                                For the Three Months
                                                                                  Ended March 31,

                                                                            2004              2003</B>
                                                                         -----------------------------
     Interest income:
       Loans, including fees                                                $26,250         $23,819
       Investment securities:
          Taxable                                                            15,728          12,384
           Tax-preferred                                                      3,971           4,130
                                                                           -----------  ---------------
                 Total investment income                                     19,699          16,514
        Federal funds sold                                                        2              12
                                                                          -----------  ----------------
                 Total interest income                                       45,951          40,345
       Interest expense:
       Deposits                                                               3,683           4,516
       Borrowings                                                             5,374           4,590
       Junior subordinated debentures                                         1,330               -
                                                                          -----------  -----------------
                 Total interest expense                                      10,387           9,106
                                                                           -----------  ----------------
         Net interest income before provision for credit losses              35,564          31,239
      Provision for credit losses                                                -                -
                                                                          -----------  -----------------
         Net interest income after
            provision for credit losses                                      35,564           31,239
       Other operating income:
        Service charges on deposit accounts                                   3,793            3,696
        Wealth Management services                                            1,162            1,047
        Investment services                                                     375              406
        Bankcard services                                                       425              335
        Other                                                                 1,326              611
        Impairment charge on investment securities                           (6,300)               -
        Gain on sale of securities, net                                           -              794
                                                                          -----------  ------------------
                 Total other operating income                                   781            6,889
      Other operating expenses:
        Salaries and employee benefits                                       11,742            9,988
        Occupancy                                                             1,774            1,551
        Equipment                                                             1,856            1,492
        Stationary and supplies                                               1,219            1,099
        Professional services                                                 1,121              682
        Promotion                                                             1,520            1,130
        Data processing                                                         354              303
        Amortization of intangibles                                             296              111
        Other                                                                 1,623            1,383
                                                                           -----------  -----------------
                  Total other operating expenses                             21,505           17,739
                                                                           -----------  -----------------
     Earnings before income taxes                                            14,840           20,389
     Income taxes                                                             4,768            7,685
                                                                          -----------   -----------------
         Net earnings                                                       $10,072          $12,704
                                                                         ===========  ===================
     Basic earnings per common share                                         $ 0.21           $ 0.26
                                                                         ===========  ===================
     Diluted earnings per common share                                       $ 0.20           $ 0.26
                                                                         ===========  ===================
     Cash dividends per common share                                         $ 0.12           $ 0.12
                                                                         ===========  ===================

     See accompanying notes to the consolidated financial statements.




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                                                  <B>CVB FINANCIAL CORP. AND SUBSIDIARIES
                                             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                               (Unaudited)


                                                                                                 Accumulated
                                                                                                    Other
                                             Common                                             Comprehensive
                                             Shares           Common           Retained            Income,            Comprehensive
                                           Outstanding         Stock           Earnings          Net of Tax              Income
                                          --------------  ----------------  ---------------  --------------------  --------------------
                                                                       (amounts and shares in thousands)
   Balance January 1, 2003</B>                       43,533        $  146,449        $  87,716          $     25,656
   Issuance of common stock                         317               989
   10% stock dividend                             4,387            75,990          (75,990)
   Repurchase of common stock                      (349)             (615)          (6,438)
   Shares issued for acquisition of
       Kaweah National Bank                         401             7,904
   Tax benefit from exercise of stock options                       2,242
   Cash dividends                                                                 (21,638)
   Comprehensive income:
     Net earnings                                                                   52,832                                $     52,832
     Other comprehensive income:
         Unrealized (loss) on securities
             available-for-sale, net                                                                      (8,376)               (8,376)
                                                                                                                   --------------------
         Comprehensive income                                                                                             $     44,456
                                          --------------  ----------------  ---------------  --------------------  ====================
   <B>Balance December 31, 2003</B>                     48,289           232,959           36,482                17,280
   Issuance of common stock                         157               309
   Repurchase of common stock                       (60)              (95)          (1,107)
   Cash dividends                                                                   (5,851)
   Comprehensive income:
     Net earnings                                                                   10,072                                $     10,072
     Other comprehensive income:
         Unrealized gains on securities
             available-for-sale, net of taxes $4,620                                                       6,380                 6,380
                                                                                                                   --------------------
              Comprehensive income                                                                                        $     16,452
                                          --------------  ----------------  ---------------  --------------------  ====================
   <B>Balance March 31, 2004</B>                        48,386        $  233,173        $  39,596          $     23,660
                                          ==============  ================  ===============  ====================


     The Company reported net unrealized gains on securities  available-for-sale of $3.1 million, net of $2.2 million tax for the three
months ended March 31, 2003. Accumulated other comprehensive income as of March 31, 2003 was $22.2 million.

See accompanying notes to the consolidated financial statements.




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                                <B>CVB FINANCIAL CORP. AND SUBSIDIARIES
                               CONSOLIDATED STATEMENTS OF CASH FLOWS

                                            (unaudited)
                                                                                    For the Three Months
                                                                                       Ended March 31,

                                                                                   2004               2003
                                                                             -----------------  -----------------
                                                                                   (amounts in thousands</B>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Interest received                                                           $   46,695         $   39,008
       Service charges and other fees received                                          7,055              6,099
       Interest paid                                                                  (10,846)           (10,725)
       Cash paid to suppliers and employees                                           (15,685)           (18,848)
                                                                             -----------------  -----------------
         Net cash provided by operating activities                                     27,219             15,534
                                                                             -----------------  -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
       Proceeds from sales of investment securities available-for-sale                      -             34,762
       Proceeds from repayment of MBS                                                  92,227            137,558
       Proceeds from repayment of investment securities available-for-sale                  -              1,885
       Proceeds from maturity of investment securities available-for-sale              11,920              4,725
       Purchases of investment securities available-for-sale                          (20,869)           (77,355)
       Purchases of MBS                                                              (118,841)          (390,637)
       Purchases of FHLB stock                                                         (4,056)           (13,000)
       Net increase in loans                                                          (57,405)           (12,979)
       Proceeds from sales of premises and equipment                                       27                 75
       Purchase of premises and equipment                                                (533)            (2,462)
       Purchase of Bank Owned Life Insurance                                          (50,000)                 -
       Other investing activities                                                      (3,000)                 -
                                                                             -----------------  -----------------
         Net cash used in investing activities                                       (150,530)          (317,428)
                                                                             -----------------  -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
       Net increase in transaction deposits                                            74,077             12,637
       Net increase in time deposits                                                  (35,269)            (1,645)
       Advances from Federal Home Loan Bank                                           150,000                  -
       Repayment of advances from Federal Home Loan Bank                              (41,000)                 -
       Net (decrease) increase in short-term borrowings                               (11,605)           240,112
       Cash dividends on common stock                                                  (5,851)            (5,303)
       Repurchase of common stock                                                      (1,202)                 -
       Proceeds from exercise of stock options                                            309                284
                                                                             -----------------  -----------------
         Net cash provided by financing activities                                    129,459            246,085
                                                                             -----------------  -----------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                    6,148            (55,809)
CASH AND CASH EQUIVALENTS, beginning of period                                        112,008            164,973
                                                                             -----------------  -----------------
CASH AND CASH EQUIVALENTS, end of period                                           $  118,156         $  109,164
                                                                             =================  =================

See accompanying notes to the consolidated financial statements.


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                      <b>CVB FINANCIAL CORP. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                    (unaudited)

                                                                                  For the Three Months
                                                                                     Ended March 31,

                                                                                  2004             2003
                                                                             ---------------  ---------------
                                                                                 (amounts in thousands)</b>
RECONCILIATION OF NET EARNINGS TO NET CASH PROVIDED BY
OPERATING ACTIVITIES:
       Net earnings                                                              $   10,072       $   12,704
       Adjustments to reconcile net earnings to net cash
          provided by operating activities:
       Impairment charge on investment securities                                     6,300                -
       Gain on sale of investment securities                                              -             (794)
       (Gain) loss on sale of premises and equipment                                    (21)               4
       Increase in cash value of life insurance                                        (211)             (60)
       Net amortization of premiums on investment securities                          3,542            3,146
       Depreciation and amortization                                                  1,859            1,380
       Change in accrued interest receivable                                         (1,160)          (3,039)
       Change in accrued interest payable                                              (398)          (1,157)
       Deferred taxes                                                                 5,937                -
       Change in other assets and liabilities                                         1,299            3,350
                                                                             ---------------  ---------------
          Total adjustments                                                          17,147            2,830
                                                                             ---------------  ---------------
       NET CASH PROVIDED BY OPERATING ACTIVITIES                                 $   27,219       $   15,534
                                                                             ===============  ===============

Supplemental Schedule of Noncash Investing and Financing Activities

       Securities purchased and not settled                                        $      -       $   40,960

See accompanying notes to the consolidated financial statements.
</PRE>

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<A NAME=A030></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>CVB FINANCIAL CORP. AND
SUBSIDIARIES </b></FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A031></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS <BR>
(unaudited) <BR>
For the three months
ended March 31, 2004 and 2003 </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>1.&nbsp;&nbsp;&nbsp;&nbsp;
          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES</b></FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
accompanying condensed consolidated unaudited financial statements and notes thereto have
been prepared in accordance with the rules and regulations of the Securities and Exchange
Commission for Form&nbsp;10-Q and conform to practices within the banking industry and
include all of the information and disclosures required by accounting principles generally
accepted in the United States of America for interim financial reporting. The results of
operations for the three months ended March 31, 2004 are not necessarily indicative of the
results for the full year. These financial statements should be read in conjunction with
the financial statements, accounting policies and financial notes thereto included in the
Company&#146;s Annual Report on Form&nbsp;10-K for the fiscal year ended December 31, 2003
filed with the Securities and Exchange Commission. In the opinion of management, the
accompanying condensed consolidated unaudited financial statements reflect all adjustments
(consisting only of normal recurring adjustments), which are necessary for a fair
representation of financial results for the interim periods presented. A summary of the
significant accounting policies consistently applied in the preparation of the
accompanying consolidated financial statements follows. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><i>Principles
of Consolidation</i></b> &#151;The consolidated financial statements include the accounts of
CVB&nbsp;Financial Corp. (the&nbsp;&#147;Company&#148;) and its wholly owned subsidiaries,
Citizens Business Bank (the&nbsp;&#147;Bank&#148;) and the Bank&#146;s wholly owned
subsidiary, Golden West Enterprises, Inc., Community Trust Deed Services, CVB Ventures,
Inc., Chino Valley Bancorp, and ONB Bancorp after elimination of all intercompany
transactions and balances. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><i>Nature
of Operations</i></b> &#151;The Company&#146;s primary operations are related to traditional
banking activities, including the acceptance of deposits and the lending and investing of
money through the operations of the Bank. The Bank has one subsidiary, Golden West
Enterprises, Inc., which is located in Costa Mesa, California, which provides automobile
and equipment leasing, and brokers mortgage loans. The Bank also provides trust services
to customers through its Wealth Management Division and Business Financial Centers (branch
offices). The Bank&#146;s customers consist primarily of small to mid-sized businesses and
individuals located in the Inland Empire, San Gabriel Valley, Orange County, Fresno
County, Tulare County, and Kern County areas of Southern California. The Bank operates 37
Business Financial Centers with its headquarters located in the city of Ontario. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><i>Investment
Securities</i></b> &#151;The Company classifies as held-to-maturity those debt securities that it
has the positive intent and ability to hold to maturity. All other debt and equity
securities are classified as available-for-sale. Securities held-to-maturity are accounted
for at cost and adjusted for amortization of premiums and accretion of discounts.
Securities available-for-sale are accounted for at fair value, with the net unrealized
gains and losses, net of income tax effects, presented as a separate component of
stockholders&#146; equity. At each reporting date, available-for-sale securities are
assessed to determine whether there is an other-than-temporary impairment. Such
impairment, if any, is required to be recognized in current earnings rather than as a
separate component of stockholders&#146; equity. Realized gains and losses on sales of
securities are recognized in earnings at the time of sale and are determined on a
specific-identification basis. Purchase premiums and discounts are recognized in interest
income using the interest method over the terms of the securities. The Company&#146;s
investment in Federal Home Loan Bank (&#147;FHLB&#148;) stock is carried at cost. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><i>Loans
and Lease Finance Receivables </i></b>&#151;Loans and lease finance receivables are reported at
the principal amount outstanding, less deferred net loan origination fees and the
allowance for credit losses. Interest on loans and lease finance receivables is credited
to income based on the principal amount outstanding. Interest income is not recognized on
loans and lease finance receivables when collection of interest is deemed by management to
be doubtful. In the ordinary course of business, the Company enters into commitments to
extend credit to its customers. These commitments are not reflected in the accompanying
consolidated financial statements. As of March 31, 2004, the Company had entered into
commitments with certain customers amounting to $684.8 million compared to $607.7 million
at December 31, 2003. Letters of credit at March 31, 2004, and December 31, 2003, were
$55.8 million and $46.0 million, respectively. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Bank receives collateral to support loans, lease finance receivables, and commitments to
extend credit for which collateral is deemed necessary. The most significant categories of
collateral are real estate, principally commercial and industrial income-producing
properties, real estate mortgages, and assets utilized in agribusiness. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Nonrefundable
fees and direct costs associated with the origination or purchase of loans are deferred
and netted against outstanding loan balances. The deferred net loan fees and costs are
recognized in interest income over the loan term in a manner that approximates the
level-yield method. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><i>Provision
and Allowance for Credit Losses &#151;</i></b> The determination of the balance in the allowance
for credit losses is based on an analysis of the loan and lease finance receivables
portfolio using a systematic methodology and reflects an amount that, in management&#146;s
judgment, is adequate to provide for probable credit losses inherent in the portfolio,
after giving consideration to the character of the loan portfolio, current economic
conditions, past credit loss experience, and such other factors as deserve current
recognition in estimating inherent credit losses. The provision for credit losses is
charged to expense.  For the three months ended March 31, 2004, the Company charged-off loans totaling $308,000
and had recoveries of $1,031,000. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
loan for which collection of principal and interest according to its original terms is not
probable is considered to be impaired. The Company&#146;s policy is to record a specific
valuation allowance, which is included in the allowance for credit losses, or charge off
that portion of an impaired loan that exceeds its fair value. Fair value is usually based
on the value of underlying collateral. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At
March 31, 2004, impaired loans totaled $0.7 million. These loans were supported by
collateral with a fair market value, net of prior liens, of $1.6 million. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><i>Premises and Equipment &#151;</i></b> Premises and equipment are stated at cost, less accumulated
depreciation, which is provided for in amounts sufficient to relate the cost of
depreciable assets to operations over their estimated service lives using the
straight-line method. Properties under capital lease and leasehold improvements are
amortized over the shorter of their economic lives or the initial terms of the leases. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><i>Other Real Estate Owned</i></b> &#151;Other real estate owned represents real estate acquired through
foreclosure in satisfaction of commercial and real estate loans and is stated at fair
value, minus estimated costs to sell (fair value at time of foreclosure). Loan balances in
excess of fair value of the real estate acquired at the date of acquisition are charged
against the allowance for credit losses. Any subsequent operating expenses or income,
reduction in estimated values, and gains or losses on disposition of such properties are
charged to current operations. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><i>Business
Combinations and Intangible Assets &#150;</i></b>The Company has engaged in the acquisition of
financial institutions and the assumption of deposits and purchase of assets from other
financial institutions in its market area. The Company has paid premiums on certain
transactions, and such premiums are recorded as intangible assets, in the form of goodwill
or other intangible assets. In accordance with the provisions of Statement of Financial
Accounting Standards (&#147;SFAS&#148;) No. 142, goodwill is not being amortized whereas
identifiable intangible assets with finite lives are amortized over their useful lives. On
an annual basis, the Company tests goodwill and intangible assets for impairment. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additionally,
as required by SFAS No. 142, the Company completed its annual impairment test as of June
30, 2003 and did not record any impairment of goodwill. At March 31, 2004 goodwill was
$19.6 million (net of amortization of $5.4 million recorded prior to the adoption of SFAS
No. 142). As of March 31, 2004, intangible assets that continue to be subject to
amortization include core deposits of $7.0 million (net of $4.2 million of accumulated
amortization). Amortization expense for such intangible assets was $296,000 for the three
months ended March 31, 2004. Estimated amortization expense, for the remainder of 2004 is
expected to be $889,000. Estimated amortization expense, for the succeeding five fiscal
years is $1.16 million for year one and $1.15 million for the years two to five. The
weighted average remaining life of intangible assets is approximately 5.0 years. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><i>Income
Taxes &#151;</i></b>Deferred income taxes are recognized for the tax consequences in future years
of differences between the tax bases of assets and liabilities and their financial
reporting amounts at each year-end, based on enacted tax laws and statutory tax rates
applicable to the periods in which the differences are expected to affect taxable income. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><i>Earnings
per Common Share &#151;</i></b>Basic earnings per share are computed by dividing income available
to common stockholders by the weighted-average number of common shares outstanding during
each period. The computation of diluted earnings per common share considers the number of
shares issuable upon the assumed exercise of outstanding common stock options. Share and
per share amounts have been retroactively restated to give effect to all stock splits and
dividends. The actual number of shares outstanding at March 31, 2004 was 48,386,418. The
table below presents the reconciliation of earnings per share for the periods indicated. </FONT></P>

<PRE>
                                                                  Earnings Per Share Reconciliation
                                                     (Dollars and shares in thousands, except per share amounts)
                                                                         For the Three Months
                                                                           Ended March 31,
                                                          2004                                             2003
                                   -----------------------------------------------  ------------------------------------------------
                                                        Weighted                                         Weighted
                                        Income       Average Shares    Per Share          Income      Average Shares    Per Share
                                      (Numerator)    (Denominator)      Amount          (Numerator)    (Denominator)      Amount
                                   -----------------------------------------------  ------------------------------------------------
    BASIC EPS
      Income available to
        common stockholders        $        10,072             48,368       $0.21   $         12,704            47,993        $0.26
    EFFECT OF DILUTIVE
      SECURITIES
      Incremental shares
        from assumed exercise
       of outstanding options                                     833      (0.01)                                1,009         0.00
                                     ---------------------------------------------     ---------------------------------------------
    DILUTED EPS
      Income available to
        common stockholders        $        10,072             49,201       $0.20   $         12,704            49,002        $0.26
                                   ===============================================  ================================================


</PRE>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><i>Stock-Based
Compensation &#151;</i></b>At March 31, 2004, the Company has two stock-based employee
compensation plans, which are described more fully in Note 14 in the Company&#146;s Annual
Report on Form 10-K. The Company applies the intrinsic value method as described in
Accounting Principles Board Opinion No. 25, &#147;Accounting for Stock Issued to
Employees,&#148; and related interpretations in accounting for its plans. Accordingly,
compensation cost is not recognized when the exercise price of an employee stock option
equals or exceeds the fair market value of the stock on the date the option is granted.
The following table presents the pro forma effects on net income and related earnings per
share if compensation costs related to the stock option plans were measured using the fair
value method as prescribed under SFAS&nbsp;No. 123, &#147;Accounting for Stock-Based
Compensation&#148;: </FONT></P>

<PRE>
                                                             For the Three Months
                                                               Ended March 31,

                                                             2004            2003
                                                        -------------   -------------
                                                            (Dollars in thousands)
    Net income, as reported                             $     10,072    $     12,704
    Deduct: Total stock-based employee compensation              154             171
      expense determined under fair value based method for all
      awards, net of related tax effects
                                                          -----------     -----------
    Pro forma net income                                $      9,918    $     12,533
                                                          ===========     ===========

    Earnings per share:
    Basic - as reported                                 $       0.21    $       0.26
    Basic - pro forma                                   $       0.21    $       0.26

    Diluted - as reported                               $       0.20    $       0.26
    Diluted - pro forma                                 $       0.20    $       0.26


</PRE>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Black-Scholes option-pricing model requires the use of subjective assumptions, which can
materially affect fair value estimates. Therefore, this model does not necessarily provide
a reliable single measure of the fair value of the Company&#146;s stock options. The fair
value of each stock option granted in 2004 was estimated on the date of the grant using
the following weighted-average assumptions as of March 31, 2004: (1) expected dividend
yield of 2.3%; (2) risk-free interest rate of 2.8%; (3) expected volatility of 37.6%; and
(4) expected lives of options of 6.4 years. The assumptions as of March 31, 2003 are as
follow: (1) expected dividend yield of 2.7%; (2) risk-free interest rate of 2.8%; (3)
expected volatility of 36.7%; and (4) expected lives of options of 7.1 years. There were
266,000 and 8,850 options granted during the first three months in 2004 and 2003,
respectively. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><i>Statement
of Cash Flows &#151;</i></b>Cash and cash equivalents as reported in the statements of cash flows
include cash and due from banks and fed funds sold. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><i>Trust
Services &#151;</i></b>The Company maintains funds in trust for customers. The amount of these
funds and the related liability have not been recorded in the accompanying consolidated
balance sheets because they are not assets or liabilities of the Bank or Company, with the
exception of any funds held on deposit with the Bank. Trust fees are recorded on an
accrual basis. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><i>Use
of Estimates in the Preparation of Financial Statements &#151;</i></b> The preparation of
financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those
estimates. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><i>Recent
Accounting Pronouncements &#151; </i></b>FASB issued FIN No.&nbsp;46R, &#147;Consolidation of
Variable Interest Entities,&#148; an interpretation of Accounting Research Bulletin No.
51. FIN No. 46R requires that variable interest entities be consolidated by a company if
that company is subject to a majority of the risk of loss from the variable interest
entity&#146;s activities or is entitled to receive a majority of the entity&#146;s
residual returns or both. FIN No. 46R also requires disclosures about variable interest
entities that companies are not required to consolidate but in which a company has a
significant variable interest. The adoption of this statement did not have a material
effect on the Company&#146;s results of operations, financial position or cash flows. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
April 2003, FASB issued SFAS No. 149, &#147;Amendment of Statement 133 on Derivative
Instruments and Hedging Activities,&#148; which clarifies and amends financial accounting
and reporting for derivative instruments, including certain derivative instruments
embedded in other contracts and for hedging activities under SFAS No. 133,
&#147;Accounting for Derivative Instruments and Hedging Activities&#148;. In general, SFAS
No. 149 is effective for contracts entered into or modified after June 30, 2003 and for
hedging relationships designated after June 30, 2003. The adoption of this statement did
not have a material effect on the Company&#146;s results of operations, financial position
or cash flows. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
May 2003, FASB issued SFAS No. 150, &#147;Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity,&#148; which establishes standards for
how an issuer classifies and measures certain financial instruments with characteristics
of both liabilities and equity that have been presented either entirely as equity or
between the liabilities section and the equity section of the statement of financial
position. SFAS No. 150 is effective for financial instruments entered into or modified
after May 31, 2003, and otherwise is effective for public companies at the beginning of
the first interim period beginning after June 15, 2003. The adoption of this statement did
not have a material effect on the Company&#146;s results of operations, financial position
or cash flows. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
December 2003, the Accounting Standards Executive Committee of the AICPA issued Statement
of Position No. 03-3 (&#147;SOP 03-3&#148;), &#147;Accounting for Certain Loans or Debt
Securities Acquired in a Transfer&#148;. SOP 03-3 addresses the accounting for differences
between the contractual cash flows and the cash flows expected to be collected from
purchased loans or debt securities if those differences are attributable, in part, to
credit quality. SOP 03-3 requires purchased loans and debt securities to be recorded
initially at fair value based on the present value of the cash flows expected to be
collected with no carryover of any valuation allowance previously recognized by the
seller. Interest income should be recognized based on the effective yield from the cash
flows expected to be collected. To the extent that the purchased loans or debt securities
experience subsequent deterioration in credit quality, a valuation allowance would be
established for any additional cash flows that are not expected to be received. However,
if more cash flows subsequently are expected to be received than originally estimated, the
effective yield would be adjusted on a prospective basis. SOP 03-3 will be effective for
loans and debt securities acquired after December 31, 2004. Although the Company
anticipates that the implementation of SOP 03-3 will require loan system and operational
changes to track credit related losses on loans purchased starting in 2005, it is not
expected to have a significant effect on the Company&#146;s results of operations,
financial position and cash flows. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><i>Reclassification
&#151;</i> </b>Certain amounts in the prior periods&#146; financial statements and related
footnote disclosures have been reclassified to conform to the current presentation. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><i>Shareholder
Rights Plan &#151;</i></b> In 2000, the Company adopted a shareholder rights plan designed to
maximize long-term value and to protect shareholders from improper takeover tactics and
takeover bids which are not fair to all shareholders. In accordance with the plan,
preferred share purchase rights were distributed as a dividend at the rate of one right to
purchase one one-thousandth of a share of the Company&#146;s Series A Participating
Preferred Stock at an initial exercise price of $50.00 (subject to adjustment as described
in the terms of the plan) upon the occurrence of certain triggering events. For additional
information concerning this plan, see Note 11 to Consolidated Financial Statements.
&#147;Commitments and Contingencies&#148; contained in the Company&#146;s Annual Report on
Form 10-K for the year ended December 31, 2003. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><i>Other
Contingencies &#151;</i></b> In the ordinary course of business, the Company becomes involved in
litigation. Based upon the Company&#146;s internal records and discussions with legal
counsel, the Company records reserves for estimates of the probable outcome of all cases
brought against them. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
January 27, 2004, employees of the Bank discovered that a break-in had occurred at one of
its Business Financial Centers. During this break-in, some of the customers&#146; safe
deposit boxes were compromised. The amount of the recompense to be made to the customers
has not been determined. The Bank is working with its customers and insurance company to
make restitution. </FONT></P>


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<HR SIZE=5 COLOR=GRAY NOSHADE>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>ITEM 2.&nbsp;&nbsp;  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;AND RESULTS OF OPERATIONS</b></FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A034></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>GENERAL</b> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Management&#146;s
discussion and analysis is written to provide greater insight into the results of
operations and the financial condition of CVB Financial Corp. and its subsidiaries.
Throughout this discussion, &#147;Company&#148; refers to CVB Financial Corp. and its
subsidiaries as a consolidated entity. &#147;CVB&#148; refers to CVB Financial Corp. as
the unconsolidated parent company and &#147;Bank&#148; refers to Citizens Business Bank
and its wholly owned subsidiary, Golden West Enterprises, Inc. For a more complete
understanding of the Company and its operations, reference should be made to the financial
statements included in this report and in the Company&#146;s 2003 Annual Report on Form
10-K. Certain statements in this Report on Form 10-Q constitute &#147;forward-looking
statements&#148; under the Private Securities Litigation Reform Act of 1995 which involve
risks and uncertainties. Our actual results may differ significantly from the results
discussed in such forward-looking statements. Factors that might cause such a difference
include, but are not limited to, economic conditions, competition in the geographic and
business areas in which we conduct operations, natural disasters, fluctuations in interest
rates, credit quality, and government regulations. For additional information concerning
these factors, see the periodic filings the Company makes with the Securities and Exchange
Commission, and in particular &#147;Item 1. Business &#151; Factors That May Affect
Results&#148; contained in the Company&#146;s Annual Report on Form 10-K for the year
ended December 31, 2003. Additionally, our financial results and operations may be
affected by competition which has manifested itself with increased pricing pressures for
loans and deposits, thus compressing our net interest margin. Because of the pressure on
the net interest margin, other operating income has become a more important element in the
total revenue of the Company. </FONT></P>

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<A NAME=A035></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>OVERVIEW</b> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
are a bank holding company with one bank subsidiary, Citizens Business Bank. We have two
active subsidiaries, Community Trust Deed Services, which is owned by CVB Financial Corp.
and Golden West Enterprises, Inc, which is owned by Citizens Business Bank. We are based
in Ontario, California in the Inland Empire. Our geographical market area goes from Fresno
(the middle of the Central Valley) in the north to Laguna Beach (in Orange County) in the
south. Our mission is to offer the finest financial products and services to professionals
and businesses in our market area. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
main source of income is from the interest earned on our loans and investments and our
major area of expense is the interest paid on deposits and borrowings. As such our income
is subject to interest rates and their impact on our income statement. We are also subject
to competition from other financial institutions, which may affect our pricing of products
and services, and the fees and interest rates we can charge on them. See the Risk
Management section of this Item 2. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Economic
conditions in our Southern California service area impact our business. The economy of
this area has not had the decline that other areas of the state and country have witnessed
during the past few years. However, we are still subject to any changes in the economy in
this area. One of the mainstays in our market place has been construction. Southern
California is not building enough houses to meet the demand. Although we do not provide
mortgages on single-family residences, we still benefit from construction growth since we
provide construction loans to builders. This is one area of our balance sheet that has
grown over last year. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
growth in loans and investments compared with the first quarter of 2003 has allowed our
interest income to grow even though there was a decline in the interest rate environment.
The Bank has always had an excellent base of interest free deposits due primarily to the
fact that we specialize in businesses and professionals as customers. This has allowed us
to have a low cost of deposits, currently 0.56% for the first quarter of 2004. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
enhanced the Bank&#146;s capital position in the last quarter of 2003 with the issuance by
the Company of $82.5 million in junior subordinated debentures. The cash received from
these junior subordinated debentures was contributed as capital to the Bank. The Bank used
the proceeds to purchase investment securities to enhance earnings. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During
the current quarter, we wrote down the carrying value of two issues of Federal Home Loan
Mortgage Association preferred stock. These securities pay dividends based on LIBOR and
perform like a bond. However, based on generally accepted accounting principles, these
securities must be evaluated as an equity security not a bond. Since there was a loss of
value that was deemed other-than-temporary, we charged $6.3 million against current
earnings in the first three months of 2004 to adjust the basis of these issues. We still
have $40.8 million of unrealized gains in our investment portfolio. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A036></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>CRITICAL ACCOUNTING POLICIES
 </b></FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Critical
accounting policies are defined as those that are reflective of significant judgments and
uncertainties, and could potentially result in materially different results under
different assumptions and conditions. We believe that our most critical accounting
policies upon which our financial condition depends, and which involve the most complex or
subjective decisions or assessment are as follows: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b>Allowance
for Credit Losses: </b>Arriving at an appropriate level of allowance for credit losses
involves a high degree of judgment. The Company&#146;s allowance for credit losses
provides for probable losses based upon evaluations of known and inherent risks in the
loan portfolio. The determination of the balance in the allowance for credit losses is
based on an analysis of the loan and lease finance receivables portfolio using a
systematic methodology and reflects an amount that, in management&#146;s judgment, is
adequate to provide for probable credit losses inherent in the portfolio, after giving
consideration to the character of the loan portfolio, current economic conditions, past
credit loss experience, and such other factors as deserve current recognition in
estimating inherent credit losses. The provision for credit losses is charged to expense.
For a full discussion of our methodology of assessing the adequacy of the allowance for
credit losses, see the &#147;Risk Management&#148; section of this Management&#146;s
Discussion and Analysis of Financial Condition and Results of Operations. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b>Investment
Portfolio:</b> The investment portfolio is an integral part of the Company&#146;s financial
performance. We invest primarily in fixed income securities. Accounting estimates are used
in the presentation of the investment portfolio and these estimates do impact the
presentation of the Company&#146;s financial condition and results of operations. Many of
the securities included in the investment portfolio are purchased at a premium or
discount. The premiums or discounts are amortized or accreted over the life of the
security. For mortgage-related securities (i.e., securities that are collateralized and
payments received from underlying mortgages), the amortization or accretion is based on
estimated average lives of the securities. The lives of these securities can fluctuate
based on the amount of prepayments received on the underlying collateral of the
securities. The amount of prepayments varies from time to time based on the interest rate
environment (i.e., lower interest rates increase the likelihood of refinances) and the
rate of turnover of the mortgages (i.e., how often the underlying properties are sold and
mortgages paid-off). We use estimates for the average lives of these mortgage-related
securities based on information received from third parties whose business it is to
compile mortgage related data and develop a consensus of that data. We adjust the rate of
amortization or accretion regularly to reflect changes in the estimated average lives of
these securities. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b>Income
Taxes:</b> We account for income taxes by deferring income taxes based on estimated future tax
effects of differences between the tax and book basis of assets and liabilities
considering the provisions of enacted tax laws. These differences result in deferred tax
assets and liabilities, which are included in the Company&#146;s balance sheets. We must
also assess the likelihood that any deferred tax assets will be recovered from future
taxable income and establish a valuation allowance for those assets determined to not
likely be recoverable. Management judgment is required in determining the amount and
timing of recognition of the resulting deferred tax assets and liabilities, including
projections of future taxable income. Although we have determined a valuation allowance is
not required for all deferred tax assets, there is no guarantee that these assets are
recognizable. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b>Goodwill
and Intangible Assets:</b> We have acquired entire banks and branches of banks. Those
acquisitions accounted for under the purchase method of accounting have given rise to
goodwill and intangible assets. We record the assets acquired and liabilities assumed at
their fair value. These fair values are arrived at by use of internal and external
valuation techniques. The purchase price is allocated to the assets and liabilities,
resulting in identifiable intangibles. Any excess purchase price after this allocation
results in goodwill. Both goodwill and intangible assets are tested on an annual basis for
impairment. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A037></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>ANALYSIS OF THE RESULTS
OF OPERATIONS</b> </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A038></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Earnings</i></b> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
reported net earnings of $10.1 million for the three months ended March 31, 2004. This
represented a decrease of $2.6 million or 20.72%, over net earnings of $12.7 million, for
the three months ended March 31, 2003. Basic earnings per share for the three-month period
decreased to $.21 per share for 2004, compared to $0.26 per share for 2003. Diluted
earnings per share decreased to $.20 per share for the first three months of 2004,
compared to $0.26 per share for the same three-month period last year. The annualized
return on average assets was 1.03% for the first three months of 2004 compared to a return
on average assets of 1.67% for the three months ended March 31, 2003. The annualized
return on average equity was 13.79% for the three months ended March 31, 2004, compared to
a return of 19.25% for the three months ended March 31, 2003. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During
the three months ended March 31, 2004, the Company recorded a charge of $6.3 million for
the other-than-temporary impairment on two issues of preferred stock issued by the Federal
Home Loan Mortgage Corporation (Freddie Mac). Although theses securities are technically
equity securities, experts in the investment industry recognize that this type of security
performs like a bond or a debt security. They are priced and analyzed like a bond for
investment purposes. In spite of having these bond characteristics, we were required to
write the securities down $6.3 million as a result of an other-than-temporary decline in
market value due to the interest rate environment. These securities are equity securities
with no stated maturity dates. A maturity date would provide a date certain when the
security would be redeemed at par or face value. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During
the three months ended March 31, 2004, the Company had no net gains or losses on sales of
securities. During the three months ended March 31, 2003, the Company had net gains on
sales of securities of $0.8 million. The net gains on sale of investments were taken to
reposition some of the securities in the Bank&#146;s portfolios, which would not perform
well under the then current or anticipated yield environments. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Net
earnings, excluding the impact of the other-than-temporary impairment write-down on
investment securities, totaled $14.3 million for the three month ended March 31, 2004.
This represented an increase of $2.1 million, or 17.52%, compared to net earnings,
excluding the net gains on sales of investment securities, of $12.2 million for the first
three months of 2003. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following table reconciles the differences in net earnings with and without the
other-than-temporary impairment write-down and net gains on sales of investment securities
in conformity with accounting principles generally accepted in the United States of
America: </FONT></P>

<PRE>
                                                                                            Net Earnings Reconciliation
                                                                                                For the Three Months
                                                                                                  Ended March 31,
                                                                                              ( amounts in thousands )



                                                                    2004                                         2003
                                                --------------------------------------------------------------------------------------
                                                 Before Income     Income     Net Earnings    Before Income     Income        Net
                                                     Taxes          Taxes                         Taxes          Taxes     Earnings
                                                --------------------------------------------------------------------------------------
Net Earnings excluding other-than-temporary           $   21,140     $ 6,792      $ 14,348         $   19,595     $ 7,386    $ 12,209
impairment write-down and net gains on sale of
securities
     Other-than-temporary impairment
         write-down
                                                          (6,300)     (2,024)       (4,276)
     Net gains on sale of securities
                                                                                                          794         299         495
                                                -------------------------------------------  -----------------------------------------
Net Earnings as reported                              $   14,840     $ 4,768      $ 10,072         $   20,389     $ 7,685    $ 12,704
                                                ===========================================  =========================================



</PRE>
<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
have presented net earnings without the other-than-temporary impairment write-down on
investment securities and realized net gains on sales of investment securities to show
shareholders the earnings from operations unaffected by the impact of these items. We
believe this presentation allows the reader to more easily assess the results of the
Company&#146;s operations and business. </FONT></P>

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<A NAME=A039></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Net Interest Income</i></b> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
principal component of the Company&#146;s earnings is net interest income, which is the
difference between the interest and fees earned on loans and investments (earning assets)
and the interest paid on deposits and borrowed funds (interest-bearing liabilities). When
net interest income is expressed as a percentage of average earning assets, the result is
the net interest margin. The net interest spread is the yield on average earning assets
minus the cost of average interest-bearing liabilities. Our net interest income, interest
spread, and net interest margin are sensitive to general business and economic conditions.
These conditions include short-term and long-term interest rates, inflation, monetary
supply, and the strength of the economy, in general, and the local economies in which we
conduct business. Our ability to manage the net interest income during changing interest
rate environments will have a significant impact on our overall performance. We manage net
interest income through affecting changes in the mix of earning assets as well as the mix
of interest-bearing liabilities, changes in the level of interest-bearing liabilities in
proportion to earning assets, and in the growth of earning assets. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company&#146;s net interest income (before provision for credit losses) totaled $35.6
million for the three months ended March 31, 2004. This represented an increase of $4.3
million, or 13.84%, over net interest income of $31.2 million for the same period in 2003.
The increase in net interest income of $4.3 million resulted from a $5.6 million increase
in interest income, offset by a $1.3 million increase in interest expense. The $5.6
million increase in interest income resulted from the $790.8 million increase in average
earning assets, which offset the decline in the average yield on earning assets to 5.15%
for the first three months of 2004 from 5.81% for the same period in 2003. The $1.3
million increase in interest expense resulted from a $621.0 million increase in average
interest-bearing liabilities, offset by a decline in the average rate paid on
interest-bearing liabilities to 1.66% for the first three months of 2004 from 1.97% for
the same period in 2003. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Interest
income totaled $46.0 million for the first three months of 2004. This represented an
increase of $5.6 million, or 13.89%, compared to total interest income of $40.3 million
for the same period last year. The increase in interest income was primarily the result of
the increase in average earnings assets from $2.90 billion in the first three months of
2003 to $3.69 billion in the same period in 2004. This represents a 27.23% increase for
the first three months of 2004 over the same period last year. This was partially offset
by a decline in the average yield on earning assets, which decreased by 66 basis points. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Interest
expense totaled $10.4 million for the first three months of 2004. This represented an
increase of $1.3 million, or 14.08%, over total interest expense of $9.1 million for the
same period last year. The increase in interest expense was primarily the result of an
increase in average interest-bearing liabilities even though the cost of these liabilities
decreased by 31 basis points. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Table
1 shows the average balances of assets, liabilities, and stockholders&#146; equity and the
related interest income, expense, and rates for the three-month periods ended March 31,
2004, and 2003. Yields for tax-preferenced investments are shown on a taxable equivalent
basis using a 35% tax rate. </FONT></P>

TABLE 1 - Distribution of Average Assets, Liabilities, and Stockholders' Equity; Interest Rates and Interest Differentials


<PRE>
                                           As of March 31, 2004                   As of March 31, 2003
                                      -----------------------------------------  ----------------------------------------------
                                          Average                                  Average                           Interest
ASSETS                                    Balance         Interest       Rate      Balance     Interest     Rate     Change
                                      ----------------- --------------  -------  ------------  ----------  --------  ----------
                                                                      (amounts in thousands)
Investment Securities
  Taxable (1)                             $  1,528,446      $  15,238    4.02%    $ 1,093,161  $  12,080     4.47%       3,158
  Tax preferenced  (2)                         359,288          3,971    5.85%        352,133      4,130     6.20%        (159)
 Federal Funds Sold &amp; Reverse repo                 879              2    0.92%            889         12     5.40%         (10)
Investment in FHLB stock                        39,590            490    4.95%         23,872        304     5.09%         186
Loans (3) (4)                                1,766,715         26,250    5.98%      1,434,083     23,819     6.74%       2,431
                                      ----------------- --------------  -------  ------------  ----------  --------  ----------
Total Earning Assets                         3,694,918         45,951    5.15%      2,904,138     40,345     5.81%       5,606
Total Non Earning Assets                       230,954                                172,837
                                      -----------------                          ------------
Total Assets                              $  3,925,872                            $ 3,076,975
                                       =================                          ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Demand Deposits                           $  1,102,699                             $ 893,495
Savings Deposits (5)                         1,001,387      $   1,757    0.71%       828,155     $ 2,589     1.27%        (832)
Time Deposits                                  535,828          1,926    1.45%       566,228       1,927     1.38%          (1)
                                      ----------------- --------------  -------  ------------  ----------  --------  ----------
Total Deposits                               2,639,914          3,683    0.56%     2,287,878       4,516     0.80%        (833)
                                      ----------------- --------------  -------  ------------  ----------  --------  ----------
Other Borrowings                               948,650          6,704    2.80%       470,519       4,590     3.90%       2,114
                                      ----------------- --------------  -------  ------------  ----------  --------  ----------
Interest Bearing Liabilities                 2,485,865         10,387    1.66%     1,864,902       9,106     1.97%       1,281
                                      ----------------- --------------  -------  ------------  ----------  --------  ----------
Total deposits and borrowings                3,588,564                             2,758,397                             4,325
Other Liabilities                               43,600                                51,030
Stockholders' Equity                           293,708                               267,548
                                      -----------------                          ------------
Total Liabilities and Stockholders'
Equity                                    $  3,925,872                            $3,076,975
                                      =================                          ============
Net interest income                                         $  35,564                           $31,239
                                                        ==============                         ==========

Net interest spread - tax equivalent                                     3.49%                               3.84%
Net interest margin                                                      3.99%                               4.50%
Net interest margin - tax equivalent                                     4.02%                               4.54%
Net interest margin excluding loan fees                                  3.79%                               4.29%
Net interest margin excluding loan fees - tax equivalent                 3.82%                               4.34%


----------------------------------------------------------------------
(1) Includes short-term interest bearing deposits with other institutions
(2) Non tax equivalent rate for 2004 was 4.42% and 2003 was 4.69%.
(3) Loan fees are included in total interest income as follows, (000)s omitted: 2004, $1,848 and 2003, $1,470.
(4) Non performing loans are included in net loans as follows, (000)s omitted: 2004, $719 and 2003, $1,109.
(5) Includes interest bearing demand and money market accounts

</PRE>
<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
stated above, the net interest margin measures net interest income as a percentage of
average earning assets. The net interest margin is an indication of how effectively the
Company generates its source of funds and employs its earning assets. The Company&#146;s
taxable equivalent (TE) net interest margin was 4.02% for the first three months of 2004,
compared to 4.54% for the same period last year. The decrease in the net interest margin
over the same period last year is the result of a number of factors. The most significant
was the decreasing interest rate environment, which impacted interest earned and interest
paid as a percent of earning assets. This was partially offset by changes in the mix of
assets and liabilities as follows: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Hang Level 4" FSL="Default" -->
<ul>
<li>Decrease in average demand deposits (interest free deposits) as a percent of average
earning assets from 30.77% in the first three months of 2003 to 29.84% for the same period
in 2004<BR>

<li>Increase in average interest-bearing liabilities as a percent of average earning assets
from 64.22% (TE) in the first three months of 2003 to 67.28% (TE) for the same period in
2004<BR>

<li>Increase in average borrowings as a percent of average earning assets from 16.20% in the
first three months of 2003 to 25.67% in the same period of 2004 <BR>

<li>Increase in average investment securities as a percent of average earning assets from
50.62% in the first three months of 2003 to 52.19% in the same period of 200<BR>

<li>Interest expense as a percent of average earning assets decreased from 1.25% in the first
three months of 2003 to 1.12% in the same period of 2004, a decrease of 13 basis points<BR>

<li>In addition, our net interest margin is impacted by declining interest rates.
</ul>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;It
is difficult to attribute the above changes to any one factor. However, the declining
interest rate environment is a significant factor. Interest rates are at their lowest in
45 years. In addition, the banking and financial services businesses in the Company&#146;s
market areas are highly competitive. This competition has an influence on the strategies
the Company employs. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
net interest spread is the difference between the yield on average earning assets less the
cost of average interest-bearing liabilities. The net interest spread is an indication of
our ability to manage interest rates received on loans and investments and paid on
deposits and borrowings in a competitive and changing interest rate environment. Our net
interest spread (TE) was 3.49% for the first three months of 2004 and 3.84% for the same
period last year. The decrease in the net interest spread for the three months ended March
31, 2004 resulted from a 66 basis point decrease in the yield on earning assets offset by
a 31 basis point decrease in the cost of interest-bearing liabilities, thus generating a
35 basis point decrease in the net interest spread over the same period last year. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
yield (TE) on earning assets decreased to 5.15% for the first three months of 2004, from
5.81% for the same period last year, and reflects a decreasing interest rate environment
and a change in the mix of earning assets. Average loans as a percent of earning assets
decreased to 47.81% in the first three months of 2004 from 49.38% for the same period in
2003. Average investments as a percent of earning assets increased to 52.19% in the first
three months of 2004 from 50.62% for the same period in 2003. Average federal funds sold
as a percent of earning assets decreased to 0.02% in the first three months of 2004 from
0.03% for the same period in 2003. Investments and federal funds sold typically have a
lower yield than loans. The yield on loans for the first three months of 2004 decreased to
5.98% as compared to 6.74% for the same period in 2003 as a result of the decreasing
interest rate environment and competition for quality loans. The yield (TE) on investments
for the first three months of 2004 decreased to 4.37% compared to 4.89% for the same
period in 2003 as a result of the decreasing interest rate environment. The decrease in
the yield on earning assets for the first three months of 2004 was the result of lower
yields on both loans and investments as a result of the lower interest rate environment. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
cost of average interest-bearing liabilities decreased to 1.66% for the first three months
of 2004 as compared to 1.97% for the same period in 2003, reflecting a decreasing interest
rate environment and a change in the mix of interest-bearing liabilities. Average
borrowings as a percent of average interest-bearing liabilities increased to 38.16% during
the first three months of 2004 as compared to 25.23% for the same period in 2003.
Borrowings typically have a higher cost than interest-bearing deposits. The cost of
interest-bearing deposits for the first three months of 2004 decreased to 0.56% as
compared to 0.80% for the same period in 2003, reflecting the decreasing interest rate
environment offset by competition for interest-bearing deposits. The cost of borrowings
for the first three months of 2004 decreased to 2.80% as compared to 3.90% for the same
period in 2003, also reflecting the decreasing interest rate environment. The FDIC has
approved the payment of interest on certain demand deposit accounts. This could have a
negative impact on our net interest margin, net interest spread, and net earnings, should
this be implemented fully. Currently, we pay interest on NOW and Money Market Accounts. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Table
2 summarizes the changes in interest income and interest expense based on changes in
average asset and liability balances (volume) and changes in average rates (rate). For
each category of interest-earning assets and interest-bearing liabilities, information is
provided with respect to changes attributable to (1) changes in volume (change in volume
multiplied by initial rate), (2) changes in rate (change in rate multiplied by initial
volume) and (3) changes in rate/volume (change in rate multiplied by change in volume). </FONT></P>

<PRE>
TABLE 2 - Rate and Volume Analysis for Changes in Interest Income, Interest
                      Expense and Net Interest Income
                                                                 2004 Compared to 2003
                                                               Increase (Decrease) Due to
                                                  -----------------------------------------------------
                                                                                Rate/
                                                    Volume         Rate         Volume        Total
                                                  -----------   ------------  -----------   -----------
                                                                ( amounts in thousands )
Interest Income:
  Taxable investment securities                      $ 4,865      $ (1,216)      $ (491)       $ 3,158
  Tax-advantaged securities                               84          (230)         (13)          (159)
  Fed funds sold &amp; interest-bearing
   deposits with other institutions                        -           (10)           -            (10)
  Investment in FHLB stock                               200            (8)          (6)           186
  Loans                                                5,589        (2,680)        (478)         2,431
                                                  -----------   ------------  -----------   -----------
Total interest on earning assets                      10,738        (4,144)        (988)         5,606
                                                  -----------   ------------  -----------   -----------
                                                                                                     -
Interest Expense:
  Savings deposits                                       549        (1,140)        (241)          (832)
  Time deposits                                         (105)           97            7             (1)
  Other borrowings                                     4,714        (1,294)      (1,306)         2,114
                                                  -----------   ------------  -----------   -----------
Total interest on interest-bearing liabilities         5,158        (2,337)      (1,540)         1,281
                                                  -----------   ------------  -----------   -----------
Net Interest Income                                  $ 5,580      $ (1,807)       $  552       $ 4,325
                                                  ===========   ============  ===========   ===========
</PRE>
<!-- MARKER FORMAT-SHEET="Head Sub 3 Left" FSL="Default" -->
<A NAME=A040></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><I>Interest
and Fees on Loans</i></b> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
major source of revenue and primary component of interest income is interest and fees on
loans. Interest and fees on loans totaled $26.2 million for the first three months of
2004. This represented an increase of $2.4 million, or 10.20%, over interest and fees on
loans of $23.8 million for the same period in 2003. The increase in interest and fees on
loans for the first three months of 2004 reflects increases in the average balance of
loans offset by a lower interest rate environment. The yield on loans decreased to 5.98%
for the first three months of 2004, compared to 6.74% for the same period in 2003.
Deferred loan origination fees, net of costs, totaled $7.9 million at March 31, 2004. This
represented an increase of $3.8 million, or 89.96%, from deferred loan origination fees,
net of costs, of $4.1 million at March 31, 2003. The increase was primarily contributed by
Golden West Enterprises auto and equipment leases. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
general, we stop accruing interest on a loan after its principal or interest becomes 90
days or more past due. When a loan is placed on nonaccrual, all interest previously
accrued but not collected is charged against earnings. There was no interest income that
was accrued and not reversed on non-performing loans at March 31, 2004 and 2003. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Fees
collected on loans are an integral part of the loan pricing decision. Loan fees and the
direct costs associated with the origination of loans are deferred and deducted from the
loan balance. Deferred net loan fees are recognized in interest income over the term of
the loan in a manner that approximates the level-yield method. We recognized loan fee
income of $1.8 million for the first three months of 2004, as compared to $1.5 million for
the same period in 2003, an increase of $378,000, or 25.73%. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A041></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Interest on Investments</i></b> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
second most important component of interest income is interest on investments, which
totaled $19.7 million for the first three months of 2004. This represented an increase of
$3.2 million, or 19.29%, over interest on investments of $16.5 million for the same period
in 2003. The increase in interest on investments for the first three months of 2004 over
the same period last year reflected increases in the average balance of investments offset
by a lower interest rate environment. The interest rate environment and the investment
strategies we employ directly affect the yield on the investment portfolio. We continually
adjust our investment strategies in response to the changing interest rate environments in
order to maximize the rate of total return consistent within prudent risk parameters, and
to minimize the overall interest rate risk of the Company. The weighted-average yield (TE)
on investments decreased to 4.37% for the first three months of 2004, compared to 4.89%
for the same period in 2003 as a result of the decreasing interest rate environment, and
increased prepayments on mortgage-back securities which caused increased cash flows to be
invested at lower yields. These were offset by the increase in the average investment
portfolio. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A042></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Provision for Credit
Losses</i></b> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company maintains an allowance for inherent credit losses that is increased by a provision
for credit losses charged against operating results. We did not make a provision for
credit losses during the first three months of 2004 or 2003 and we believe the allowance
is appropriate. No assurance can be given that economic conditions which adversely affect
the Company&#146;s service areas or other circumstances will not be reflected in increased
provisions or credit losses in the future. The nature of this process requires
considerable judgment. See &#147;Risk Management &#151; Credit Risk&#148; herein. </FONT></P>

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<A NAME=A043></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Other Operating Income</i></b></FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Other
operating income has become an increasingly important source of revenue for the Company.
Other operating income for the Company includes income derived from special services
offered by the Bank, such as wealth management and trust services, merchant card,
investment services, international banking, and other business services. Also included in
other operating income are service charges and fees, primarily from deposit accounts;
gains (net of losses) from the sale of investment securities, other real estate owned, and
fixed assets; the gross revenue from Community Trust Deed Services and other revenues not
included as interest on earning assets. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Other
operating income, including other-than-temporary impairment write-down and gains on the
sales of investment securities, totaled $0.8 million for the first three months of 2004.
This represents a decrease of $6.1 million, or 88.66%, from other operating income,
including gains on the sales of investment securities, of $6.9 million for the same period
in 2003. The decrease was the result of a $6.3 million other-than-temporary impairment
write-down of two issues of preferred stock issued by Freddie Mac. Other operating income,
without the other-than-temporary impairment write-down and gains on the sales of
investment securities, totaled $7.1 million, an increase of $1.0 million or 16.18%, as
compared to the same period of 2003. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Other
operating income as a percent of net revenues (net interest income before loan loss
provision plus other operating income) was 2.15% for the first three months of 2004, as
compared to 18.07% for the same period in 2003. Excluding the other-than-temporary
impairment write-down and gains on sales of investment securities, other operating income
as a percent of net revenues was 16.60% for the first three months of 2004, as compared to
16.33% for the same period in 2003. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following table reconciles the differences in other operating income and the percentage of
net revenues with and without the other-than-temporary impairment write-down and gains on
sales of investment securities in conformity with accounting principles generally accepted
in the United States of America: </FONT></P>

<PRE>
                                               Other Operating Income Reconciliation
                                                        For the Three Months
                                                          Ended March 31,
                                                      ( amounts in thousands )



                                                 2004                                         2003
                              -------------------------------------------    -----------------------------------------
                                 Without
                                other-than-   Other-than-
                                temporary     temporary                                   Net gains
                                impairment    impairment     Reported         Without         on           Reported
                                write-down    write-down     earnings          gains      securities       earnings
                              -------------------------------------------    -----------------------------------------

Other Operating Income             $  7,081     $  (6,300)       $   781         $  6,095       $  794       $  6,889
                              -------------- -------------- -------------    ------------- ------------  -------------

Net Revenues                       $ 42,645     $  (6,300)      $ 36,345         $ 37,334       $  794       $ 38,128
                              -------------- -------------- -------------    ------------- ------------  -------------

Percent of Other Operating
   Income to Net Revenues            16.60%          0.00%         2.15%           16.33%      100.00%         18.07%



</PRE>
<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There
were no gains on sales of securities in 2004. We have presented other operating income
without the other-than-temporary impairment write-down and net gains on sales of
investment securities to show shareholders the earnings from operations unaffected by the
impact of these items. We believe this presentation allows the reader to determine our
profitability before the impact of these items. We believe the reader will be able to more
easily assess the results of the Company&#146;s operations and business. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Service
charges on deposit accounts totaled $3.8 million in the first three months of 2004. This
represented an increase of $97,000, or 2.64% over service charges on deposit accounts of
$3.7 million for the same period in 2003. Service charges for demand deposits (checking)
accounts for business customers are generally charged based on an analysis of their
activity and include an earnings allowance based on their average balances. Contributing
to the increase in service charges on deposit accounts in the first three months of 2004
was the lower interest rate environment that resulted in a lower account earnings
allowance, which offsets service charges and the implementation of a revised service
charge schedule. Service charges on deposit accounts represented 485.36% of other
operating income in the first three months of 2004, as compared to 53.64% in the same
period in 2003. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Wealth Management Division provides a variety of services, which include wealth management
services (both full management services and custodial services), estate planning,
retirement planning, private and corporate trustee services, and probate services. Many of
the fees generated by the Wealth Management Division are based on the value of assets
managed. Asset values for the most part have declined with the decline in stock market
values. Despite the decline in stock market values in recent years the Wealth Management
Division generated fees of $1.2 million in the first three months of 2004. Fees generated
by the Wealth Management Division in the first three months of 2004 increased $116,000, or
11.06% over fees generated by the Wealth Management Division of $1.0 million in the same
period in 2003. Fees generated by the Wealth Management Division represented 144.94% of
other operating income in the first three months of 2004, as compared to 15.19% for the
same period in 2003. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Investment
Services, which provides mutual funds, certificates of deposit, and other non-insured
investment products, generated fees totaling $375,000 in the first three months of 2004.
This represented a decrease of $31,000, or 7.61%, over fees generated of $406,000 for the
same period in 2003. Fees generated by Investment Services represented 47.98% of other
operating income in the first three months of 2004, as compared to 5.89% for the same
period in 2003. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Bankcard,
which provides merchant bankcard services (credit card processing, merchant terminals, and
customer support), generated fees totaling $425,000 in the first three months of 2004.
This represented an increase of $90,000, or 27.02%, over fees generated of $335,000 for
the same period in 2003. Fees generated by Bankcard represented 54.43% of other operating
income in the first three months of 2004, as compared to 4.86% for the same period in
2003. The increase in Bankcard fees can primarily be attributed to an increase in the
number of customers using merchant bankcard services. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Other
fees and income, which includes wire fees, other business services, international banking
fees, check sales, ATM fees, miscellaneous income, etc., was $1.3 million in the first
three months of 2004. This represented an increase of $715,000, or 116.51%, over other
fees and income generated of $611,000 for the same period in 2003. Total revenue from
Community Trust Deed Services was approximately $15,000 in the first three months of 2004
and $18,000 for the same period in 2003. Other fees and income represented 169.64% of
other operating income in the first three months of 2004, as compared to 4.82% for the
same period in 2003. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A044></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Other Operating Expenses</i></b> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Other
operating expenses for the Company include expenses for salaries and benefits, occupancy,
equipment, stationary and supplies, professional services, promotion, data processing,
amortization of intangibles, and other expenses, including prepayment penalties. Other
operating expenses totaled $21.5 million for the first three months of 2004. This
represents an increase of $3.8 million, or 21.23% from other operating expenses of $17.7
million for the same period in 2003. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
the most part, other operating expenses reflect the direct expenses and related
administrative expenses associated with staffing, maintaining, promoting, and operating
branch facilities. Our ability to control other operating expenses in relation to asset
growth can be measured in terms of other operating expenses as a percentage of average
assets. Operating expenses measured as a percentage of average assets decreased to 2.20%
for the first three months of 2004, compared to a ratio of 2.34% for the same period in
2003. The decrease in percentage was primarily due to the increase in total average assets
for the three months ended March 31, 2004 as compared to the same period in 2003. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
ability to control other operating expenses in relation to the level of net revenue (net
interest income plus other operating income) is measured by the efficiency ratio and
indicates the percentage of net revenue that is used to cover expenses. For the first
three months of 2004, the efficiency ratio was 59.17%, compared to a ratio of 46.52% for
the same period in 2003. The increase was primarily due to the impact of the $6.3 million
other-than-temporary impairment write-down in the first three months of 2004. Without the
impairment charge on investment securities and net gains on sales of investment
securities, the efficiency ratio would have been 50.43% in 2004 as compared to 47.51% in
2003. The increase in the ratio is mainly due to additional expenses as a result of the
Kaweah National Bank acquisition and increases in salaries and employee benefits expenses
from increased staffing levels. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following table reconciles the differences in operating efficiency ratio with and without
the other-than-temporary impairment write-down and net gains on sales of investment
securities: </FONT></P>

<PRE>
                                                        Operating Efficiency Ratio Reconciliation
                                                                   For the Three Months
                                                                     Ended March 31,


                                                                  (amounts in thousands)
                                                            2004                                     2003
                                            -------------------------------------    --------------------------------------
                                               Other                  Operating       Other                      Operating
                                             Operating     Net        Efficiency     Operating        Net        Efficiency
                                              Expense    Revenues       Ratio         Expense       Revenues        Ratio
                                            -------------------------------------    --------------------------------------
Without other-than-temporary impairment         $21,505     $ 42,645      50.43%         $17,739      $ 37,334      47.51%
write-down and net gains on sale of
securities
     Other-than-temporary impairment
         write-down
                                                              (6,300)
     Net gains on sale of securities
                                                                                                           794
                                            -------------------------                --------------------------
Reported Amount                                 $21,505     $ 36,345      59.17%         $17,739      $ 38,128      46.53%
                                            =========================                ==========================


</PRE>
<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
have presented the operating efficiency ratio without the other-than-temporary impairment
write-down and net gains on sales of investment securities to show shareholders the
earnings from operations unaffected by the impact of these items. We believe this
presentation allows the reader to determine our profitability before the impact of items
that may not be considered as normal operating items. We believe that the reader will be
able to more easily assess the results of the Company&#146;s operations and business. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Salaries
and related expenses comprise the greatest portion of other operating expenses. Salaries
and related expenses totaled $11.7 million for the first three months of 2004. This
represented an increase of $1.8 million, or 17.56%, over salaries and related expenses of
$10.0 million for the same period in 2003. The increases for 2004 primarily resulted from
increased staffing levels and annual salary adjustments. At March 31, 2004, we employed
649 full time equivalent employees, compared to 599 full time equivalent employees at
March 31, 2003. Salaries and related expenses as a percent of average assets decreased to
1.20% for the first three months of 2004, compared to 1.32% for the same period in 2003. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Occupancy
and equipment expenses represent the cost of operating and maintaining branch and
administrative facilities, including the purchase and maintenance of furniture, fixtures,
office equipment and data processing equipment. Occupancy expense totaled $1.8 million for
the first three months of 2004. This represented an increase of $223,000, or 14.36%, over
occupancy expense of $1.6 million for the same period in 2003. The increase in occupancy
expense is primarily due to the on-going remodeling and upkeep of our facilities.
Equipment expense totaled $1.9 million for the first three months of 2004. This
represented an increase of $364,000, or 24.35%, over the $1.5 million expense for the same
period in 2003. The increase in equipment expense primarily reflects the upgrade to image
processing equipment and the on going upgrade of other computer equipment. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Stationary
and supplies expense totaled $1.2 million for the first three months of 2004. This
represented an increase of $120,000, or 10.88%, over the expense of $1.1 million for the
same period in 2003. Professional services totaled $1.1 million for the first three months
of 2004. This represented an increase of $440,000 or 64.50%, over an expense of $682,000
for the same period in 2003.  Promotion expense totaled $1.5 million for the
first three months of 2004. This represented an increase of $390,000, or 34.51%, from an
expense of $1.1 million for the same period in 2003. Data processing expense totaled
$354,000 for the first three months of 2004. This represented an increase of $51,000, or
16.56%, from an expense of $303,000 for the same period in 2003. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
amortization expense of intangibles totaled $296,000 for the first three months of 2004
and $111,000 for the same period in 2003. This represents an increase of $185,000, or
165.93%. The increase is mainly due to additional amortization of core deposit premium as
a result of the acquisition of Kaweah National Bank in September 2003. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Other
operating expense totaled $1.6 million for the first three months of 2004. This
represented an increase of $240,000, or 17.35%, from an expense of $1.4 million for the
same period in 2003. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Most
of the increases in Other Operating Expenses is due to the increase in the number of
Business Financial Centers, primarily due to the acquisition of Kaweah National Bank. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A045></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Income Taxes</i></b> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company&#146;s effective tax rate for the first three months of 2004 was 32.13%, compared
to 37.69% for the same period in 2003. The decrease was primarily due to proportionally
higher amounts of tax preferenced municipal income as a percentage of total income and a
reduction in reserves for prior period state taxes. The effective tax rates are below the
nominal combined Federal and State tax rates as a result of tax preferenced income from
certain investments for each period. The majority of tax preferenced income is derived
from municipal securities. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A046></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>ANALYSIS OF FINANCIAL
CONDITION</b> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company reported total assets of $4.01 billion at March 31, 2004. This represented an
increase of $155.6 million, or 4.04%, over total assets of $3.85 billion at December 31,
2003. Earning assets totaled $3.74 billion at March 31, 2004, increasing $92.6 million, or
2.54%, over earning assets of $3.64 billion at December 31, 2003. Total liabilities were
$3.71 billion at March 31, 2004, up $145.9 million, or 4.09%, over total liabilities of
$3.57 billion at December 31, 2003. Total equity increased $9.7 million, or 3.41%, to
$296.4 million at March 31, 2004, compared with total equity of $286.7 million at December
31, 2003. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A047></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Investment Securities</i></b> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company reported total investment securities of $1.94 billion at March 31, 2004. This
represented an increase of $40.8 million, or 2.14%, over total investment securities of
$1.90 billion at December 31, 2003. Investment securities comprise 52.06% of the
Company&#146;s total earning assets at March 31, 2004. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
accordance with SFAS No. 115, &#147;Accounting for Certain Investments in Debt and Equity
Securities&#148;, securities held as &#147;available-for-sale&#148; are reported at
current market value for financial reporting purposes. The market value, less the
amortized cost of investment securities, net of income taxes, is adjusted directly to
stockholders&#146; equity. At March 31, 2004, securities held as available-for-sale had a
fair market value of $1.90 billion, representing 97.84% of total investment securities,
with an amortized cost of $1.86 billion. At March 31, 2004, the net unrealized holding
gains on securities available-for-sale was $40.8 million and that resulted in accumulated
other comprehensive income of $23.7 million (net of $17.1 million in deferred taxes). At
December 31, 2003, the Company reported net unrealized gains on investment securities
available-for-sale of $29.8 million and accumulated other comprehensive income of $17.3
million (net of deferred taxes of $12.5 million). </FONT></P>


<!-- MARKER PAGE="sheet: 9; page: 9" -->


<PRE>
     Table 3 sets forth investment securities at March 31, 2004 and December 31, 2003.
Table 3 - Composition of Investment Securities
(dollars in thousands)
                                                               March 31, 2004                                       December 31, 2003
                                            ------------------------------------------------------  ---------------------------------------------------
                                            Amortized Cost  Market Value        Net      Total      Amortized Cost  Market Value      Net        Total
                                                                            Unrealized   Percent                                  Unrealized    Percent
                                                                               Gain                                               Gain/(Loss)
                                            -----------------------------------------------------------------------------------------------------------
Investment Securities Available-for-Sale:
  U.S. Treasury securities                      $    500        $    502       $     2      0.03%        $   500       $    503      $     3     0.03%
  Mortgage-backed securities                   1,206,220       1,211,523         5,303     62.30%      1,175,461      1,176,512        1,051    61.79%
  CMO's / REMIC's                                283,673         287,056         3,383     14.76%        291,474        293,771        2,297    15.43%
  Government agency securities                    46,939          47,165           226      2.43%         36,565         36,941          376     1.94%
  Municipal bonds                                266,357         298,235        31,878     15.34%        267,667        296,383       28,716    15.57%
  FHLMC preferred stock                           57,450          57,450             -      2.95%         63,750         61,100       (2,650)    3.21%
  Other  securities                                  572             572             -      0.03%            572            572            -     0.03%
                                            -------------  --------------  ------------  ---------  -------------  -------------  -----------  --------
    Total Investment Securities
Available-for-Sale                             1,861,711       1,902,503        40,792     97.84%      1,835,989      1,865,782       29,793    98.00%
Investment in stock of Federal Home Loan
Bank                                              42,022          42,022             -      2.16%         37,966         37,966            -     2.00%
                                            -------------  --------------  ------------  ---------  -------------  -------------  -----------  --------
Total Investment Securities                   $1,903,733     $ 1,944,525     $  40,792    100.00%     $1,873,955    $ 1,903,748    $  29,793   100.00%
                                            =============  ==============  ============  =========  =============  =============  ===========  ========

</PRE>
<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
weighted-average yield (TE) on the investment portfolio at March 31, 2004 was 4.37% with a
weighted-average life of 3.59 years. This compares to a yield of 4.31% at December 31,
2003 with a weighted-average life of 2.82 years and a yield of 4.89% at March 31, 2003
with a weighted-average life of 3.03 years. The weighted average life is the average
number of years that each dollar of unpaid principal due remains outstanding. Average life
is computed as the weighted-average time to the receipt of all future cash flows, using as
the weights the dollar amounts of the principal paydowns. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Approximately
88.04% of the portfolio represents securities issued by the U.S government or U.S.
government agencies, which guarantee payment of principal and interest. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
remaining CMO/REMICs are backed by agency-pooled collateral or whole loan collateral. All
non-agency CMO/REMIC issues held are rated &#147;A&#148; or better by either Standard
&amp; Poor&#146;s or Moody&#146;s, as of December 31, 2003. Composition of the Fair Value
and Gross Unrealized Losses of Securities Available-for-Sale: </FONT></P>

<PRE>
Description of Securities                  Less than 12 months              12 months or longer             Total
                                      -------------------------------  -------------------------------  ------------------------------
                                       Fair Value           Gross        Fair Value          Gross        Fair Value        Gross
                                                         Unrealized                       Unrealized                      Unrealized
                                                       Holding Losses                   Holding Losses                     Holding
                                                                                                                            Losses
                                      -------------------------------  ---------------  --------------  ---------------  -------------
                                                                             (amounts in thousands)
Mortgage-backed securities                $ 611,242         $  5,541        $  17,035         $    76        $ 628,277       $  5,617
CMO/REMICs                                   17,418              225                -               -           17,418            225
Municipal bonds                               7,372              183              299               2            7,671            185
Government agency securities                 10,378                8                -               -           10,378              8
                                      --------------   --------------  ---------------  --------------  ---------------  -------------
                                          $ 646,410         $  5,957        $  17,334         $    78        $ 663,744       $  6,035
                                      ==============   ==============  ===============  ==============  ===============  =============

</PRE>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
table above shows the Company&#146;s investment securities&#146; gross unrealized losses
and fair value by investment category and length of time that individual securities have
been in a continuous unrealized loss position, at March 31, 2004. We have reviewed
individual securities classified as available-for-sale to determine whether a decline in
fair value below the amortized cost basis is other-than-temporary. If it is probable that
we will be unable to collect all amounts due according to the contractual terms of a debt
security not impaired at acquisition, an other-than-temporary impairment shall be
considered to have occurred. If an other-than-temporary impairment occurs, the cost basis
of the security is written down to its fair value as a new cost basis and the write down
accounted for as a realized loss. As reported elsewhere, we recorded a write-down of $6.3
million in the first quarter of 2004. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Despite
the unrealized loss position of these securities, we have concluded, as of March 31, 2004,
that these investments are not other-than-temporarily impaired. This assessment was based
on the following factors: i) the length of time and the extent to which the market value
has been less than cost; ii) the financial condition and near-term prospects of the
issuer; iii) the intent and ability of the Company to retain its investment in a security
for a period of time sufficient to allow for any anticipated recovery in market value; and
iv) general market conditions which reflect prospects for the economy as a whole,
including interest rates and sector credit spreads. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At
March 31, 2004 and 2003, investment securities having an amortized cost of approximately
$1.43 billion and $1.13 million, respectively, were pledged to secure public deposits,
short and long-term borrowings, and for other purposes as required or permitted by law. </FONT></P>

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<A NAME=A048></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Loans</i></b> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At
March 31, 2004, we reported total loans, net of deferred loan fees, of $1.81 billion. This
represents an increase of $52.5 million, or 2.99%, over total loans, net of deferred loan
fees, of $1.76 billion at December 31, 2003. Total loans, net of deferred loan fees,
comprise 48.53% of our total earning assets. </FONT></P>

<PRE>
Table 4 - Distribution of Loan Portfolio by Type (dollar amount in thousands)

                                            March 31, 2004                     December 31, 2003
                                         ----------------------              ----------------------
Commercial and Industrial                 $            875,222       48.1%     $           884,870       50.1%
Real Estate:
      Construction                                     188,642       10.3%                 156,287        8.8%
      Mortgage                                         430,790       23.7%                 388,626       22.1%
Consumer, net of unearned discount                      61,280        3.4%                  44,645        2.5%
Municipal lease finance receivables                     38,409        2.1%                  37,866        2.1%
Agribusiness                                           226,043       12.4%                 255,039       14.4%
                                            -------------------  ----------      ------------------   ---------
      Gross Loans                                    1,820,386      100.0%               1,767,333      100.0%
Less:
      Allowance for credit losses                      (22,005)                            (21,282)
      Deferred net loan fees                            (7,899)                             (7,392)
                                         ----------------------              ----------------------
Net Loans                                 $          1,790,482                 $         1,738,659
                                         ======================              ======================

</PRE>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Commercial
and industrial loans are loans and leases to commercial entities to finance capital
purchases or improvements, or to provide cash flow for operations. Real estate loans are
loans secured by conforming first trust deeds on real property, including property under
construction, commercial property and single family and multifamily residences. Consumer
loans include installment loans to consumers as well as home equity loans and other loans
secured by junior liens on real property. Municipal lease finance receivables are leases
to municipalities. Agribusiness loans are loans to finance the operating needs of
wholesale dairy farm operations, cattle feeders, livestock raisers, and farmers. </FONT></P>

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<A NAME=A049></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Non-performing Assets</i></b> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
set forth in Table 5, non-performing assets were $719,000 at March 31, 2004, an increase
of $171,000, or 31.20%, from $548,000 at December 31, 2003. Non-performing assets,
include non-performing loans plus other real estate owned (foreclosed property),
non-performing loans, include non-accrual loans, loans past due 90 or more days and
still accruing, and restructured loans. In addition, we had loans classified as impaired
at March 31, 2004 totaling $741,000. This represents an increase of $169,000, or 29.49%,
compared to loans classified as impaired of $572,000 at December 31, 2003. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although
we believe that non-performing assets are generally secured and that potential losses are
provided for in the allowance for credit losses, there can be no assurance that future
deterioration in economic conditions or collateral values would not result in future
credit losses. </FONT></P>

<PRE>
TABLE 5 - Non-performing Assets (dollar amount in thousands)

                                                            March 31, 2004           December 31, 2003
Non-accrual loans                                                     $719                        $548
Loans past due 90 days or more
  and still accruing interest                                            -                           -
Restructured loans                                                       -                           -
Other real estate owned (OREO), net                                      -                           -
                                                  -------------------------    ------------------------
Total non-performing assets                                           $719                        $548
                                                  =========================    ========================

Percentage of non-performing assets
  to total loans outstanding and OREO                                0.04%                       0.03%

Percentage of non-performing
  assets to total assets                                             0.02%                       0.01%

</PRE>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except
for non-performing loans as set forth in Table 5 and loans disclosed as impaired, (see
&#147;Risk Management &#150; Credit Risk&#148; herein) we are not aware of any loans as of
March 31, 2004 for which known credit problems of the borrower would cause serious doubts
as to the ability of such borrowers to comply with their present loan repayment terms, or
any known events that would result in the loan being designated as non-performing at some
future date. We cannot, however, predict the extent to which the deterioration in general
economic conditions, real estate values, increase in general rates of interest, change in
the financial conditions or business of a borrower may adversely affect a borrower&#146;s
ability to pay. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At
March 31, 2004 and December 31, 2003, the Company held no properties as other real estate
owned. </FONT></P>

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<A NAME=A050></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Deposits</i></b> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
primary source of funds to support earning assets (loans and investments) is the
generation of deposits from our customer base. The ability to grow the customer base and
subsequently deposits is a significant element in the performance of our Company. Growth
in deposits is due primarily to the marketing and sales efforts of our employees. By
building on customer relationships, we are able to enhance and grow these relationships. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At
March 31, 2004, total deposits were $2.70 billion, representing an increase of $38.7
million, or 1.46%, from total deposits of $2.66 billion at December 31, 2003. Average
total deposits for the first three months of 2004 were $2.64 billion. This represented an
increase of $352.0 million, or 15.39%, from average total deposits of $2.29 billion for
the three months ended March 31, 2003. The comparison of average balances for the first
three months of 2004 has historically been more representative of our Company&#146;s
growth in deposits as it excludes the historical seasonal peak in deposits at year-end.
The composition of deposits is as follows: </FONT></P>

<PRE>
                                            March 31, 2004                         December 31, 2003
                                                            (Amounts in thousands)
Non-interest bearing deposits
      Demand deposits             $       1,153,994            42.7%      $       1,142,330             42.9%
Interest bearing deposits
      Savings Deposits                    1,022,436            37.9%                960,023             36.1%
      Time deposits                         522,826            19.4%                558,157             21.0%
                                    ----------------  ---------------       ----------------  ----------------
Total deposits                    $       2,699,256           100.0%      $       2,660,510            100.0%
                                    ================  ===============       ================  ================

</PRE>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
amount of non-interest-bearing demand deposits in relation to total deposits is an
integral element in achieving a low cost of funds. Demand deposits totaled $1.15 billion
at March 31, 2004, representing an increase of $11.7 million, or 1.02%, from total demand
deposits of $1.14 billion at December 31, 2003. Average demand deposits for the first
three months of 2004 were $1.10 billion, an increase of $209.2 million, or 23.41%, from
average demand deposits of $893.5 million for the first three months of 2003.
Non-interest-bearing demand deposits represented 42.75% of total deposits as of March 31,
2004 and 42.94% of total deposits as of December 31, 2003. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Savings
deposits, which include savings, interest-bearing demand, and money market accounts,
totaled $1.02 billion at March 31, 2004, representing an increase of $62.4 million, or
6.50%, from savings deposits of $960.0 million at December 31, 2003. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Time
deposits totaled $523.8 million at March 31, 2004 of which $40.5 million were brokered.
This represented a decrease of $35.3 million, or 6.33%, over total time deposits of $558.2
million at December 31, 2003. </FONT></P>

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<A NAME=A051></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Other Borrowed Funds</i></b> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To
achieve the desired growth in earning assets and to fully utilize our capital, we fund
this growth through generating sources of funds other than deposits. The first source of
funds we pursue is non-interest-bearing deposits (the lowest cost of funds to the
Company). The next source is the growth in interest-bearing deposits. Finally we
supplement the growth in deposits with borrowed funds. Average borrowed funds, as a
percent of average total funding (total deposits plus demand notes plus borrowed funds)
was 24.70% as of March 31, 2004, as compared to 21.65% as of December 31, 2003. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During
2004 and 2003, we entered into short-term borrowing agreements (borrowings with maturities
of less than one year) with the Federal Home Loan Bank (FHLB) and other institutions. The
Bank had outstanding balances of $354.9 million and $405.5 million under these agreements
at March 31, 2004 and December 31, 2003, respectively. The weighted average annual
interest rate was 1.36% and 1.73% at March 31, 2004 and December 31, 2003, respectively.
The FHLB holds certain investment securities of the Bank as collateral for these
borrowings. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
also entered into long-term borrowing agreements (borrowings with maturities of one year
or longer) with the FHLB. We had outstanding balances of $531.0 million and $381.0 million
under these agreements at March 31, 2004 and December 31, 2003, respectively. The weighted
average annual interest rate was 3.07% and 3.37% at March 31, 2004 and December 31, 2003,
respectively. The FHLB holds certain investment securities of the Bank as collateral for
these borrowings. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
December 2003, CBV Financial Corp. created two statutory trusts, CVB Statutory Trust I and
CVB Statutory Trust II, for the exclusive purpose of issuing and selling Trust Preferred
Securities. These Trusts used the gross proceeds from the offering of Trust Preferred
Securities and other cash totaling $82.5 million to purchase a like amount of junior
subordinated debentures of the Company. For additional information concerning these
Trusts, see &#147;Management&#146;s Discussion and Analysis of Financial Condition and
Results of Operations &#150; Capital Resources.&#148; contained in the Company&#146;s
Annual Report on Form 10-K for the year ended December 31, 2003. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
entered into an agreement, known as the Treasury Tax &amp; Loan (&#147;TT&amp;L&#148;)
Note Option Program with the Federal Reserve Bank and the U.S. Department of Treasury in
which federal tax deposits made by depositors can be held by the bank until called
(withdrawn) by the U.S. Department of Treasury. On March 31, 2004 and December 31, 2003
the amounts held by the Bank in the TT&amp;L Note Option Program were $1.8 million and
$3.8 million, collateralized by securities, respectively. The amounts are payable on
demand. We borrow these funds at a variable rate of 25 basis points less than the average
weekly federal funds rate. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At
March 31, 2004, borrowed funds totaled $970.2 million, representing an increase of $97.4
million, or 11.16%, from total borrowed funds of $872.8 million at December 31, 2003. </FONT></P>

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<A NAME=A052></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Aggregate Contractual
Obligations</i></b> </FONT></P>

<PRE>
     The following table summarizes the Company's aggregate contractual obligations as of March 31, 2004:

                                                                 Maturity by Period
                                                           -----------------------------------------------------------------
                                                             Less Than        One Year          Four Year         After
                                                                One           to Three           to Five           Five
                                             Total             Year             Years             Years           Years
                                         ---------------   --------------  ----------------  ----------------  -------------
                                                                        (amounts in thousands)
Deposits                                    $ 2,699,256      $ 2,640,674         $  57,661          $    885         $   36
FHLB and Other  Borrowings                      887,729          356,729           431,000                 -        100,000
Junior Subordinated Debentures                   82,476                -                 -                 -         82,476
Deferred Compensation                             7,377              689             1,635             1,552          3,501
Operating Leases                                 13,818            2,678             7,299             1,250          2,591
                                         ---------------   --------------  ----------------  ----------------  -------------
    Total                                   $ 3,690,656      $ 3,000,770        $  497,595         $   3,687      $ 188,604
                                         ===============   ==============  ================  ================  =============

</PRE>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Deposits
represent non-interest bearing, money market, savings, NOW, certificates of deposits,
brokered and all other deposits. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;FHLB
borrowings represent the amounts that are due to the Federal Home Loan Bank. These
borrowings have fixed maturity dates. Other borrowings represent the amounts that are due
to overnight Federal funds purchases and TT&amp;L. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Junior
subordinated debentures represent the amounts that are due from the Company to CVB
Statutory Trust I &amp; CVB Statutory Trust II. The debentures have the same maturity as
the Trust Preferred Securities, which mature in 2033, but become callable in whole or in
part in 2008. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Deferred
compensation represents the amounts that are due to former employees&#146; salary
continuation agreements as a result of acquisitions. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Operating
leases represent the total minimum lease payments under noncancelable operating leases. </FONT></P>

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<A NAME=A053></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Off-Balance Sheet
Arrangements</i></b> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At
March 31, 2004, we had commitments to extend credit of approximately $684.8
million&nbsp;and obligations under letters of credit of $55.8 million and available lines
of credit totaling $388.5 million from certain institutions. Commitments to extend credit
are agreements to lend to customers, provided there is no violation of any condition
established in the contract. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Commitments are generally variable
rate, and many of these commitments are expected to expire without being drawn upon. As
such, the total commitment amounts do not necessarily represent future cash requirements.
The Bank uses the same credit underwriting policies in granting or accepting such
commitments or contingent obligations as it does for on-balance-sheet instruments, which
consist of evaluating customers&#146; creditworthiness individually. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Standby
letters of credit written are conditional commitments issued by the Bank to guarantee the
financial performance of a customer to a first party. Those guarantees are primarily
issued to support private borrowing arrangements. The credit risk involved in issuing
letters of credit is essentially the same as that involved in extending loan facilities to
customers. When deemed necessary, the Bank holds appropriate collateral supporting those
commitments. We do not anticipate any material losses as a result of these transactions. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent"  -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following table summarizes the off-balance sheet arrangements at March 31, 2004:
&lt;pre&gt; </FONT></P>
<pre>
                                                                                Maturity by Period
                                                          __________________________________________________________________

                                                            Less Than         One Year         Four Year         After
                                                               One            to Three          to Five           Five
                                             Total             Year             Years            Years           Years
                                           _____________  _____________   _______________   ______________   _______________

                                                                            ( amounts in thousands )
Available lines of credit                     $ 388,492       $  388,492          $      -         $      -         $    -
Commitment to extend credit                     684,801          344,904            45,177           56,368        238,352
Obligations under letters of credit              55,842           32,279            17,677            5,886              -
                                          _____________  _______________  _______________   _______________   ______________
    Total                                   $ 1,129,135       $  765,675         $  62,854        $  62,254      $ 238,352
                                          _____________  _______________  ________________  _______________   _______________
</PRE>
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<A NAME=A054></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Liquidity and Cash Flow</i></b> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Since
the primary sources and uses of funds for the Bank are loans and deposits, the
relationship between gross loans and total deposits provides a useful measure of the
Bank&#146;s liquidity. Typically, the closer the ratio of loans to deposits is to 100%,
the more reliant the Bank is on its loan portfolio to provide for short-term liquidity
needs. Since repayment of loans tends to be less predictable than the maturity of
investments and other liquid resources, the higher the loans to deposit ratio the less
liquid are the Bank&#146;s assets. For the first three months of 2004, the Bank&#146;s
loan to deposit ratio averaged 66.92%, compared to an average ratio of 62.68% for the same
period in 2003. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;CVB
is a company separate and apart from the Bank that must provide for its own liquidity.
Substantially all of CVB&#146;s revenues are obtained from dividends declared and paid by
the Bank. The remaining cashflow is from rents paid by third parties on office space in
the Company&#146;s corporate headquarters. There are statutory and regulatory provisions
that could limit the ability of the Bank to pay dividends to CVB. At March 31, 2004,
approximately $77.8 million of the Bank&#146;s equity was unrestricted and available to be
paid as dividends to CVB. Management of CVB believes that such restrictions will not have
an impact on the ability of CVB to meet its ongoing cash obligations. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
the Bank, sources of funds normally include principal payments on loans and investments,
other borrowed funds, and growth in deposits. Uses of funds include withdrawal of
deposits, interest paid on deposits, increased loan balances, purchases, and other
operating expenses. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Net
cash provided by operating activities totaled $27.2 million for the first three months of
2004, compared to $15.5 million for the same period last year. The increase was primarily
the result of the interest received, and a reduction in cash paid to suppliers and
employees. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Net
cash used in investing activities totaled $150.5 million for the first three months of
2004, compared to $317.4 million used by investing activities for the same period in 2003.
The decrease was primarily the result of a decrease in the purchase of investment
securities and an increase in loans, offset by the proceeds of repayment of investment
securities. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Funds
provided by financing activities totaled $129.5 million for the first three months of
2004, compared to funds provided by financing activities of $246.1 million for the same
period last year. The decrease in net cash provided by financing activities was primarily
the result of a decrease in short-term borrowings during the period. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At
March 31, 2004, cash and cash equivalents totaled $118.2 million. This represented an
increase of $9.0 million, or 8.24%, from a total of $109.2 million at March 31, 2003. </FONT></P>

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<A NAME=A055></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Capital Resources</i></b> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Historically,
our primary source of capital has been the retention of operating earnings. In order to
ensure adequate levels of capital, we conduct an ongoing assessment of projected sources
and uses of capital in conjunction with projected increases in assets and the level of
risk. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Bank and the Company are required to meet risk-based capital standards set by their
respective regulatory authorities. The risk-based capital standards require the
achievement of a minimum ratio of total capital to risk-weighted assets of 8.0% (of which
at least 4.0% must be Tier 1 capital). In addition, the regulatory authorities require the
highest rated institutions to maintain a minimum leverage ratio of 4.0%. At March 31,
2004, the Bank and the Company exceeded the minimum risk-based capital ratio and leverage
ratio required to be considered &#147;Well Capitalized&#148;. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
July 2, 2003, the Federal Reserve Bank issued Supervisory Letter SR 03-13 clarifying that
bank holding companies should continue to report trust preferred securities in accordance
with current Federal Reserve Bank instructions which allows trust preferred securities to
be counted in Tier I capital subject to certain limitations. The Federal Reserve has
indicated it will review the implications of any accounting treatment changes and, if
necessary or warranted, will provide appropriate guidance.  In the event these capital instruments are no longer allowed
to be included as Tier I capital, the capital position of CVB could be adversely affected.  Trust preferred
securities currently make up 24% of CVB's Tier I capital.  This would not affect the capital position of the Bank. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following table presents the amounts of regulatory capital and the capital ratios for the
Company, compared to its minimum regulatory capital requirements as of March 31, 2004. We
have included two calculations, one including the Trust Preferred Securities in capital
and one excluding the Trust Preferred Securities from capital. We did this to indicate the
impact on our capital ratios should the FRB exclude Trust Preferred Securities from Tier I
capital. </FONT></P>

<PRE>
                                                                As of March 31, 2004
                            ___________________________________________________________________________________________________________________
                                Actual                                          Required                           Excess
                            ___________________________________________________________________________________________________________________
                            Without Trust  Preferred   With Trust  Preferred                    Without Trust  Preferred  With Trust  Preferred
                               Amount         Ratio      Amount     Ratio      Amount   Ratio      Amount        Ratio      Amount      Ratio
                            _____________  ___________  __________  _________  _______  ______  _____________  __________  _________  _________
                                                                          (amounts in thousands)
Leverage ratio             $  245,779        6.4%      $ 325,801    8.4%      $ 154,775   4.0%   $  91,005       2.4%     $  171,027    4.4%
Tier 1 risk-based ratio       245,779        9.8%        325,801   13.0%        100,401   4.0%     145,379       5.8%        225,401    9.0%
Total risk-based ratio        269,517       10.7%        353,398   14.1%        200,793   8.0%      68,724       2.7%        152,605    6.1%

</PRE>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company&#146;s equity capital was $296.4 million at March 31, 2004. This represented an
increase of $9.7 million, or 3.39% over equity capital of $286.7 million at December 31,
2003. The Company&#146;s 2003 Annual Report on Form 10-K (Management&#146;s Discussion and
Analysis and Note 16 of the accompanying financial statements) describes the regulatory
capital requirements of the Company and the Bank. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Table
6 below presents the Company&#146;s and the Bank&#146;s risk-based and leverage capital
ratios as of March 31, 2004, and December 31, 2003. </FONT></P>

<PRE>
Table 6 - Regulatory Capital Ratios


                                     Required           March 31, 2004               December 31, 2003
                                     Minimum     -------------------------    --------------------------
Capital Ratios                        Ratios          Company        Bank           Company        Bank
Risk-based capital ratios:
   Tier I                                 4.00%           12.98%       12.79%           13.23%       13.19%
   Total                                  8.00%           14.08%       13.74%           14.49%       14.15%
Leverage ratio                            4.00%            8.42%        8.29%            8.63%        8.57%

</PRE>
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<A NAME=A056></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>RISK MANAGEMENT</b> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
have adopted a Risk Management Plan to ensure the proper control and management of all
risk factors inherent in the operation of the Company and the Bank. Specifically, credit
risk, interest rate risk, liquidity risk, transaction risk, compliance risk, strategic
risk, reputation risk, price risk and foreign exchange risk, can all affect the market
risk exposure of the Company. These specific risk factors are not mutually exclusive. It
is recognized that any product or service offered by us may expose the Bank to one or more
of these risks. </FONT></P>

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<A NAME=A057></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Credit Risk</i></b> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Credit
risk is defined as the risk to earnings or capital arising from an obligor&#146;s failure
to meet the terms of any contract or otherwise fail to perform as agreed. Credit risk is
found in all activities where success depends on counter party, issuer, or borrower
performance. Credit risk arises through the extension of loans and leases, certain
securities, and letters of credit. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Credit
risk in the investment portfolio and correspondent bank accounts is addressed through
defined limits in the Bank&#146;s policy statements. In addition, certain securities carry
insurance to enhance credit quality of the bond. Limitations on industry concentration,
aggregate customer borrowings, geographic boundaries and standards on loan quality also
are designed to reduce loan credit risk. Senior Management, Directors&#146; Committees,
and the Board of Directors are provided with information to appropriately identify,
measure, control and monitor the credit risk of the Bank. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Implicit
in lending activities is the risk that losses will occur and that the amount of such
losses will vary over time. Consequently, we maintain an allowance for credit losses by
charging a provision for credit losses to earnings. Loans determined to be losses are
charged against the allowance for credit losses. Our allowance for credit losses is
maintained at a level considered by us to be adequate to provide for estimated probable
losses inherent in the existing portfolio, and unused commitments to provide financing,
including commitments under commercial and standby letters of credit. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
allowance for credit losses is based upon estimates of probable losses inherent in the
loan and lease portfolio. The nature of the process by which we determine the appropriate
allowance for credit losses requires the exercise of considerable judgment. The amount
actually observed in respect of these losses can vary significantly from the estimated
amounts. We employ a systematic methodology that is intended to reduce the differences
between estimated and actual losses. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
methodology for assessing the appropriateness of the allowance is conducted on a regular
basis and considers all loans. The systematic methodology consists of two major elements. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
first major element includes a detailed analysis of the loan portfolio in two phases. The
first phase is conducted in accordance with SFAS No. 114, &#147;Accounting by Creditors
for the Impairment of a Loan&#148;, as amended by SFAS No. 118, &#147;Accounting by
Creditors for Impairment of a Loan &#150; Income Recognition and Disclosures.&#148;
Individual loans are reviewed to identify loans for impairment. A loan is impaired when
principal and interest are deemed uncollectable in accordance with the original
contractual terms of the loan. Impairment is measured as either the expected future cash
flows discounted at each loan&#146;s effective interest rate, the fair value of the
loan&#146;s collateral if the loan is collateral dependent, or an observable market price
of the loan (if one exists). Upon measuring the impairment, we will insure an appropriate
level of allowance is present or established. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Central
to the first phase and our credit risk management is its loan risk rating system. The
originating credit officer assigns borrowers an initial risk rating, which is reviewed and
possibly changed by Credit Management, which is based primarily on a thorough analysis of
each borrower&#146;s financial capacity in conjunction with industry and economic trends.
Approvals are made based upon the amount of inherent credit risk specific to the
transaction and are reviewed for appropriateness by senior line and credit management
personnel. Credits are monitored by line and credit management personnel for deterioration
in a borrower&#146;s financial condition, which would impact the ability of the borrower
to perform under the contract. Risk ratings are adjusted as necessary. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Based
on the risk rating system, specific allowances are established in cases where we have
identified significant conditions or circumstances related to a credit that we believe
indicates the probability that a loss has been incurred. We perform a detailed analysis of
these loans, including, but not limited to, cash flows, appraisals of the collateral,
conditions of the marketplace for liquidating the collateral and assessment of the
guarantors. We then determine the inherent loss potential and allocates a portion of the
allowance for losses as a specific allowance for each of these credits. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
second phase is conducted by evaluating or segmenting the remainder of the loan portfolio
into groups or pools of loans with similar characteristics in accordance with SFAS No. 5,
&#147;Accounting for Contingencies.&#148; In this second phase, groups or pools of
homogeneous loans are reviewed to determine a portfolio formula allowance. In the case of
the portfolio formula allowance, homogeneous portfolios, such as small business loans,
consumer loans, agricultural loans, and real estate loans, are aggregated or pooled in
determining the appropriate allowance. The risk assessment process in this case emphasizes
trends in the different portfolios for delinquency, loss, and other-behavioral
characteristics of the subject portfolios. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
second major element in our methodology for assessing the appropriateness of the allowance
consists of our considerations of all known relevant internal and external factors that
may affect a loan&#146;s collectibility. This includes our estimates of the amounts
necessary for concentrations, economic uncertainties, the volatility of the market value
of collateral, and other relevant factors. The relationship of the two major elements of
the allowance to the total allowance may fluctuate from period to period. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the second major element of the analysis which considers all known relevant internal and
external factors that may affect a loan&#146;s collectibility, we perform an evaluation of
various conditions, the effects of which are not directly measured in the determination of
the formula and specific allowances. The evaluation of the inherent loss with respect to
these conditions is subject to a higher degree of uncertainty because they are not
identified with specific problem credits or portfolio segments. The conditions evaluated
in connection with the second element of the analysis of the allowance include, but are
not limitted to the following conditions that existed as of the balance sheet date: </FONT></P>
<ul>
<li>  existing general economic and business conditions affecting the key lending areas
       of the Company,<BR>

<li>existing economic and business conditions of areas outside the lending areas, such as
    other sections of the United States, Asia and Latin America, <BR>

<li>credit quality trends (including trends in non-performing loans expected to result from
existing conditions), <BR>

<li> collateral values,<BR>

<li> loan volumes and concentrations,<BR>

<li> seasoning of the loan portfolio,<BR>

<li>specific industry conditions within portfolio segments,<BR>

<li>recent loss experience in particular segments of the portfolio,<BR>

<li>duration of the current business cycle,<BR>

<li>bank regulatory examination results and <BR>

<li> findings of the Company&#146;s internal credit examiners.

</ul>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
review these conditions in discussion with our senior credit officers. To the extent that
any of these conditions is evidenced by a specifically identifiable problem credit or
portfolio segment as of the evaluation date, our estimate of the effect of such condition
may be reflected as a specific allowance applicable to such credit or portfolio segment.
Where any of these conditions is not evidenced by a specifically identifiable problem
credit or portfolio segment as of the evaluation date, our evaluation of the inherent loss
related to such condition is reflected in the second major element of the allowance.
Although we have allocated a portion of the allowance to specific loan categories, the
adequacy of the allowance must be considered in its entirety. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
maintain an allowance for inherent credit losses that is increased by a provision for
credit losses charged against operating results. The allowance for credit losses is also
increased by recoveries on loans previously charged off and reduced by actual loan losses
charged to the allowance. There was no provision for credit losses during the first three
months of 2004 and 2003. The determination of the provision for credit losses is based on
an analysis of the loan and lease finance receivables portfolio using a systematic
methodology and reflects an amount that, in our judgment, is adequate to provide for an
allowance for credit losses to provide for probable credit losses inherent in the
portfolio, after giving consideration to the character of the loan portfolio, current
economic conditions, past credit loss experience, and such other factors as deserve
current recognition in estimating inherent credit losses. In our judgment the allowance
for credit losses at its current level is adequate, therefore, no additional provision was
provided. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At
March 31, 2004, we reported an allowance for credit losses of $22.0 million. This
represented an increase of $723,000, or 3.40%, from the allowance for credit losses of
$21.3 million at December 31, 2003. The increase is due to recoveries exceeding
charge-offs for the first quarter of 2004. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At
March 31, 2004, we had loans classified as impaired totaling $741,000. This represents an
increase of $169,000, or 29.49%, compared to loans classified as impaired of $572,000 at
December 31, 2003. Impaired loans measured, as a percent of gross loans equaled 0.04% and
0.03%, at March 31, 2004 and December 31, 2003 respectively. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Non-performing
loans, which include non-accrual loans, loans past due 90 or more days and still accruing,
and restructured loans, totaled $719,000 at March 31, 2004. This represented an increase
of $171,000, or 31.20%, from non-performing loans of $548,000 at December 31, 2003.
Non-performing loans measured as a percent of gross loans, equaled 0.04% and 0.03%, at
March 31, 2004 and December 31, 2003, respectively. Nonaccrual loans increased $171,000,
or 31.20%, to $719,000 at March 31, 2004, from $548,000 at December 31, 2003. </FONT></P>

<PRE>
        TABLE 7 - Summary of Credit Loss Experience
                                                                                         Three-months ended March 31,
                                                                                        2004                      2003
                                                                                ---------------------     ---------------------
                                                                                            (amounts in thousands)
    Amount of Total Loans at End of Period (1)                                         $   1,812,487             $   1,457,685
                                                                                =====================     =====================
    Average Total Loans Outstanding (1)                                                $   1,766,715             $   1,434,083
                                                                                =====================     =====================
    Allowance for Credit Losses:
    Beginning of Period                                                                 $     21,282              $     21,666
    Loans Charged-Off:
      Real Estate Loans                                                                           83                         0
      Commercial and Industrial                                                                  154                       205
      Consumer Loans                                                                              71                        12
                                                                                ---------------------     ---------------------
         Total Loans Charged-Off                                                                  308                      217
                                                                                ---------------------     ---------------------

    Recoveries:
      Real Estate Loans                                                                          146                        12
      Commercial and Industrial                                                                  863                        94
      Consumer Loans                                                                              22                        61
                                                                                ---------------------     ---------------------
         Total Loans Recovered                                                                  1,031                      167

    Net Loans Charged-Off (Recovered)                                                           (723)                       50
                                                                                ---------------------     ---------------------
     Provision Charged to Operating Expense                                                         0                        0
                                                                                ---------------------     ---------------------
     Allowance for Credit Losses at End of period                                        $     22,005              $     21,616
                                                                                =====================     =====================
     ________
    (1) Net of deferred loan fees

    Net Loans Charged-Off (Recovered) to Average Total Loans*                                  -0.16%                     0.01%
    Net Loans Charged-Off (Recovered) to Total Loans at End of Period*                         -0.16%                     0.01%
    Allowance for Credit Losses to Average Total Loans                                          1.25%                     1.51%
    Allowance for Credit Losses to Total Loans at End of Period                                 1.21%                     1.48%
    Net Loans Charged-Off (Recovered) to Allowance for Credit Losses*                         -13.14%                     0.93%
    Net Loans Charged-Off (Recovered) to Provision for Credit Losses                               -                         -

    * Net Loan Charge-Off (Recovered) amounts are annualized.
</pre>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     While we believe  that the  allowance at March 31, 2004,  was  adequate to absorb  losses from any known or inherent  risks in the
portfolio,  no assurance can be given that economic  conditions or natural disasters which adversely affect the Company's service areas
or other circumstances will not be reflected in increased provisions or credit losses in the future.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>ITEM 3.&nbsp;&nbsp;  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK</b></font></p>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Market Risk</i></b> </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     In the normal course of its business activities,  we are exposed to market risks,  including price and liquidity risk. Market risk
is the potential of loss from adverse changes in market rates and prices,  such as interest rates (interest rate risk).  Liquidity risk
arises  from the  possibility  that we may not be able to  satisfy  current  or future  commitments  or that we may be more  reliant on
alternative  funding  sources such as long-term  debt.  Financial  products that expose us to market risk includes  securities,  loans,
deposits, and debts.</FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Interest Rate Risk</i></b></FONT></P>

 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    During periods of changing interest rates, the ability to reprice  interest-earning  assets and  interest-bearing  liabilities can
influence net interest income,  the net interest margin,  and consequently,  our earnings.  Interest rate risk is managed by attempting
to control the spread between rates earned on  interest-earning  assets and the rates paid on  interest-bearing  liabilities within the
constraints imposed by market competition in the Bank's service area.  Short-term  repricing risk is minimized by controlling the level
of floating rate loans and maintaining a downward  sloping ladder of bond payments and maturities.  Basis risk is managed by the timing
and magnitude of changes to  interest-bearing  deposit rates.  Yield curve risk is reduced by keeping the duration of the loan and bond
portfolios  balanced to attempt to minimize  the risks of rising or falling  yields.  Options  risk in the bond  portfolio is monitored
monthly and actions are recommended when appropriate.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     We monitor the interest  rate  "sensitivity"  risk to earnings from  potential  changes in interest  rates using various  methods,
including a  maturity/repricing  gap analysis.  This analysis  measures,  at specific time intervals,  the differences  between earning
assets and interest-bearing  liabilities for which repricing  opportunities will occur. A positive  difference,  or gap, indicates that
earning  assets will reprice  faster than  interest-bearing  liabilities.  This will  generally  produce a greater net interest  margin
during periods of rising interest  rates,  and a lower net interest margin during periods of declining  interest rates.  Conversely,  a
negative gap will  generally  produce a lower net interest  margin during  periods of rising  interest rates and a greater net interest
margin during periods of decreasing interest rates.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     The  interest  rates paid on deposit  accounts do not always  move in unison with the rates  charged on loans.  In  addition,  the
magnitude  of  changes  in the rates  charged on loans is not always  proportionate  to the  magnitude  of changes in the rate paid for
deposits.  Consequently,  changes in interest  rates do not  necessarily  result in an increase or decrease in the net interest  margin
solely as a result of the differences between repricing  opportunities of earning assets or interest-bearing  liabilities.  In general,
when we report a positive gap in the short-term  period and negative gap in the long-term  period does not  necessarily  indicate that,
if interest  rates  decreased,  net  interest  income  would  increase,  or if interest  rates  increased,  net  interest  income would
decrease.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Approximately  $1.50 billion,  or 78.77%,  of the total investment  portfolio at March 31, 2004 consisted of securities  backed by
mortgages.  The final  maturity of these  securities can be affected by the speed at which the underlying  mortgages  repay.  Mortgages
tend to repay faster as interest rates fall, and slower as interest rates rise. As a result,  we may be subject to a "prepayment  risk"
resulting from greater funds available for  reinvestment at a time when available  yields are lower.  Conversely,  we may be subject to
"extension risk" resulting from lesser amounts  available for reinvestment at a time when available yields are higher.  Prepayment risk
includes the risk associated  with the payment of an investment's  principal  faster than  originally  intended.  Extension risk is the
risk  associated  with the payment of an investment's  principal over a longer time period than  originally  anticipated.  In addition,
there can be greater risk of price volatility for mortgage-backed securities as a result of anticipated prepayment or extension risk.</FONT></P>

 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    We also utilize the results of a dynamic  simulation model to quantify the estimated  exposure of net interest income to sustained
interest rate changes. The sensitivity of our net interest income is measured over a rolling two-year horizon.</FONT></P>

 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    The simulation model estimates the impact of changing interest rates on the interest income from all  interest-earning  assets and
the interest expense paid on all  interest-bearing  liabilities  reflected on the Company's balance sheet. This sensitivity analysis is
compared to policy limits,  which specify a maximum  tolerance level for net interest income exposure over a one-year  horizon assuming
no balance sheet growth,  given both a 200 basis point upward and downward  shift in interest  rates.  A parallel and pro rata shift in
rates over a 12-month period is assumed.</FONT></P>



<!-- MARKER PAGE="sheet: 10; page: 10" -->

<pre>
     The following depicts the Company's net interest income sensitivity analysis as of March 31, 2004:


                                                                         Estimated Net
                                             Simulated                  Interest Income
                                            Rate Changes                  Sensitivity
                                         ____________________        ______________________
                                          +200 basis points                  (2.70%)
                                          -200 basis points                  (1.97%)

</pre>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     The estimated  sensitivity does not necessarily  represent our forecast and the results may not be indicative of actual changes to
our net interest  income.  These  estimates are based upon a number of  assumptions  including:  the nature and timing of interest rate
levels including yield curve shape,  prepayments on loans and securities,  pricing strategies on loans and deposits, and replacement of
asset and liability cash flows.  While the  assumptions  used are based on current  economic and local market  conditions,  there is no
assurance as to the predictive nature of these conditions including how customer preferences or competitor influences might change.</FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Liquidity Risk</i></b> </FONT></P>

 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    Liquidity risk is the risk to earnings or capital  resulting from our inability to meet its obligations when they come due without
incurring  unacceptable  losses.  It includes the ability to manage unplanned  decreases or changes in funding sources and to recognize
or address  changes in market  conditions that affect our ability to liquidate  assets quickly and with minimum loss of value.  Factors
considered in liquidity risk management are stability of the deposit base;  marketability,  maturity, and pledging of investments;  and
the demand for credit.</FONT></P>

 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    In general,  liquidity risk is managed daily by controlling  the level of fed funds and the use of funds provided by the cash flow
from the investment  portfolio.  To meet unexpected demands,  lines of credit are maintained with correspondent banks, the Federal Home
Loan Bank and the Federal  Reserve Bank. The sale of bonds maturing in the near future can also serve as a contingent  source of funds.
Increases in deposit rates are considered a last resort as a means of raising funds to increase liquidity.</FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Transaction Risk</i></b> </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Transaction  risk is the risk to  earnings  or  capital  arising  from  problems  in service  or  product  delivery.  This risk is
significant within any bank and is interconnected with other risk categories in most activities  throughout the Bank.  Transaction risk
is a function of internal controls,  information systems,  associate integrity, and operating processes. It arises daily throughout the
Bank as transactions  are processed.  It pervades all divisions,  departments and branches and is inherent in all products and services
we offer.</FONT></P>

 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    In general,  transaction risk is defined as high, medium or low by the internal auditors during the audit process.  The audit plan
ensures that high-risk areas are reviewed at least annually.</FONT></P>

 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    The key to monitoring  transaction  risk is in the design,  documentation  and  implementation  of  well-defined  procedures.  All
transaction  related procedures  include steps to report events that might increase  transaction risk. Dual controls are also a form of
monitoring.</FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Compliance Risk</i></b> </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Compliance risk is the risk to earnings or capital arising from violations of, or non-conformance with, laws, rules,  regulations,
prescribed  practices,  or ethical standards.  Compliance risk also arises in situations where the laws or rules governing certain Bank
products or  activities  of the Bank's  customers  may be  ambiguous  or untested.  Compliance  risk  exposes us to fines,  civil money
penalties,  payment of  damages,  and the voiding of  contracts.  Compliance  risk can also lead to a  diminished  reputation,  reduced
business value, limited business opportunities, lessened expansion potential, and lack of contract enforceability.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     There is no single or primary  source of  compliance  risk.  It is inherent  in every Bank  activity.  Frequently,  it blends into
operational  risk and  transaction  processing.  A portion of this risk is  sometimes  referred to as legal  risk.  This is not limited
solely to risk from failure to comply with consumer  protection  laws; it encompasses  all laws, as well as prudent  ethical  standards
and contractual obligations. It also includes the exposure to litigation from all aspects of banking, traditional and non-traditional.</FONT></P>

 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    Our Compliance Management Policy and Program and the Code of Ethical Conduct are the cornerstone for controlling  compliance risk.
An integral part of controlling  this risk is the proper training of associates.  The Compliance  Officer is responsible for developing
and executing a comprehensive  compliance  training program.  The Compliance  Officer will ensure that each associate receives adequate
training with regard to their  position to ensure that laws and  regulations  are not violated.  All  associates who deal in compliance
high risk areas are  trained  to be  knowledgeable  about the level and  severity  of  exposure  in those  areas and the  policies  and
procedures in place to control such exposure.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Our Compliance  Management  Policy and Program includes an audit program aimed at identifying  problems and ensuring that problems
are corrected.  The audit program includes two levels of review.  One is in-depth audits performed by an external firm and the other is
periodic monitoring performed by the Compliance Officer.</FONT></P>

 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    We utilize an external firm to conduct  compliance audits as a means of identifying  weaknesses in the compliance  program itself.
The external firm's audit plan includes a periodic review of each branch and department of the Bank.</FONT></P>

 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    The branch or  department  that is the subject of an audit is required to respond to the audit and correct any  violations  noted.
The Compliance  Officer will review audit  findings and the response  provided by the branch or department to identify areas which pose
a significant compliance risk.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     The Compliance  Officer conducts periodic  monitoring of our compliance efforts with a special focus on those areas that expose us
to compliance  risk. The purpose of the periodic  monitoring is to ensure that our associates are adhering to established  policies and
procedures  adopted by the Bank. The Compliance  Officer will notify the appropriate  department  head and the Compliance  Committee of
any  violations  noted.  The branch or  department  that is the subject of the review will be required to respond to the  findings  and
correct any noted violations.</FONT></P>

 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    We recognize  that customer  complaints can often  identify  weaknesses in our  compliance  program which could expose the Bank to
risk.  Therefore,  all complaints are given prompt attention.  Our Compliance  Management Policy and Program includes provisions on how
customer  complaints are to be addressed.  The Compliance Officer reviews all complaints to determine if a significant  compliance risk
exists and communicates those findings to Senior Management.</FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Strategic Risk</i></b> </FONT></P>

 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    Strategic  risk is the risk to earnings  or capital  arising  from  adverse  decisions  or improper  implementation  of  strategic
decisions.  This risk is a function of the compatibility  between an organization's  goals, the resources  deployed against those goals
and the quality of implementation.</FONT></P>

 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    Strategic risks are identified as part of the strategic  planning process.  Offsite strategic planning sessions are held annually.
The strategic review consists of an economic assessment, competitive analysis, industry outlook and legislative and regulatory review.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     A primary measurement of strategic risk is peer group analysis.  Key performance ratios are compared to three separate peer groups
to identify any sign of weakness and potential opportunities. The peer group consists of:</FONT></P>

<ol>

<li>  All banks of comparable size<BR>
<li>  High performing banks<BR>
<li>  A list of specific banks

</ol>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Another  measure  is the  comparison  of the actual  results of  previous  strategic  initiatives  against  the  expected  results
established prior to implementation of each strategy.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     The  corporate  strategic  plan is formally  presented to all branch  managers  and  department  managers at an annual  leadership
conference.</FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Reputation Risk</i></b> </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Reputation risk is the risk to capital and earnings  arising from negative  public opinion.  This affects our ability to establish
new relationships or services,  or continue  servicing existing  relationships.  It can expose us to litigation and, in some instances,
financial loss.</FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><i>Price and Foreign Exchange Risk</i></b> </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Price risk arises from changes in market factors that affect the value of traded  instruments.  Foreign  exchange risk is the risk
to earnings or capital arising from movements in foreign exchange rates.</FONT></P>

 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    Our current exposure to price risk is nominal. We do not have trading accounts.  Consequently,  the level of price risk within the
investment  portfolio is limited to the need to sell securities for reasons other than trading.  The section of this policy  pertaining
to liquidity risk addresses this risk.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     We maintain  deposit  accounts  with various  foreign  banks.  Our Interbank  Liability  Policy limits the balance in any of these
accounts to an amount that does not present a significant risk to our earnings from changes in the value of foreign currencies.</FONT></P>

 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    Our asset liability model calculates the market value of the Bank's equity. In addition,  management prepares on a monthly basis a
Capital  Volatility  report that compares changes in the market value of the investment  portfolio.  We have as our target to always be
well-capitalized by regulatory standards.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     The Balance  Sheet  Management  Policy  requires the  submission  of a Fair Value Matrix  Report to the Balance  Sheet  Management
Committee on a quarterly basis. The report calculates the economic value of equity under different  interest rate scenarios,  revealing
the level or price risk of the Bank's interest sensitive asset and liability portfolios.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>ITEM 4.&nbsp;&nbsp;  CONTROLS AND PROCEDURES</b></font></p>


 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    We maintain  controls  and  procedures  designed to ensure that  information  is recorded and reported in all filings of financial
reports.  Such  information is reported to the Company's  management,  including its Chief  Executive  Officer and its Chief  Financial
Officer  to allow  timely and  accurate  disclosure  based on the  definition  of  "disclosure  controls  and  procedures"  in SEC Rule
13a-15(e).  In designing  these controls and  procedures,  management  recognizes  that they can only provide  reasonable  assurance of
achieving the desired control objectives. We also evaluate the cost-benefit relationship of possible controls and procedures.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the Company's  disclosure
controls and procedures under the supervision and with the  participation of the Chief Executive  Officer,  the Chief Financial Officer
and other senior  management of the Company.  Based on the foregoing,  the Company's  Chief  Executive  Officer and the Chief Financial
Officer concluded that the Company's disclosure controls and procedures were effective.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     During our most recent  fiscal  quarter,  there have been no changes in our internal  control over  financial  reporting  that has
materially affected or is reasonably likely to materially affect our internal control over financial reporting.</FONT></P>



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 <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>PART II - OTHER INFORMATION</b></font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>ITEM 1.&nbsp; LEGAL PROCEEDINGS</b><BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not Applicable</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>ITEM 2.&nbsp;  CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF
<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;EQUITY SECURITIES</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In October 2001,  the Company's  board of directors  authorized  the  repurchase of up to 2.0 million shares (all share
           amounts will not be adjusted to reflect stock dividends and splits) of the Company's  common stock.  During the three months
           ended March 31, 2004,  the Company  repurchased  59,704 shares of common stock for the total price of $1.2  million.  All of
           the 59,704 shares were purchased in open market  transactions.  No shares of common stock were repurchased  during the three
           months ended March 31, 2003. As of March 31, 2004, 1,490,996 shares are available to be repurchased in the future.</FONT></P>


<PRE>
                The follow table provides the  information  with respect to the purchase made during the first three months ended March
           31, 2004:
                               ISSUER PURCHASES OF EQUITY SECURITIES
                                        For the Three Months
                                        Ended March 31, 2004


                Total Number of     Average    Total Number of Shares    Maximum Number of
                    Shares         Price Paid      purchased as      Shares that May Yet Be
                  purchased        per Share     Part of Publicly      Purchased Under the Plans
                                                Announced Plans or          or Programs
                                                    Programs
    ---------------------------------------------------------------------------------------------
     January 1
       thru
     January 31     7,000          $ 20.00            7,000                  1,543,700
    ---------------------------------------------------------------------------------------------
      February 1
        thru
    February 29    52,704         $ 20.00            52,704                  1,490,996
    ---------------------------------------------------------------------------------------------
       March 1
        thru
      March 31         -          $    -                  -                  1,490,996
    ---------------------------------------------------------------------------------------------
       Total       59,704         $ 20.00            59,704                  1,490,996
    ---------------------------------------------------------------------------------------------
</PRE>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>ITEM 3.&nbsp;  DEFAULTS UPON SENIOR SECURITIES</b><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>ITEM 4.&nbsp;  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDES</b><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>ITEM 5.&nbsp;  OTHER INFORMATION</b><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>ITEM 6.&nbsp;  EXHIBITS AND REPORTS ON FORM 8-K</b></font></p>

                  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Exhibit 31.1 Certification of D. Linn Wiley pursuant to Section 302 of the Sarbanes-Oxley Act of 2002</font></p>

                  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit 31.2 Certification of Edward J. Biebrich, Jr. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002</font></p>

                  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit 32.1 Certification of D. Linn Wiley pursuant to Section 906 of the Sarbanes-Oxley Act of 2002</font></p>

                  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit 32.2 Certification of Edward J. Biebrich, Jr. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit 10.1 Severance Compensation Agreement dated April 1, 2004 with Frank Basirico</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit 10.2 Severance Compensation Agreement dated April 1, 2004 with Edward J. Biebrich</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit 10.3 Severance Compensation Agreement dated April 1, 2004 with Edwin J. Pomplun</font></p>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit 10.4 Severance Compensation Agreement dated April 1, 2004 with Jay W. Coleman</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit 10.5 Severance Compensation Agreement dated April 1, 2004 with D. Linn Wiley</font></p>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On January 28, 2004, the Company filed a report on Form 8-K under item 12 reporting its
results of operations and financial<BR>&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;condition for the quarter and year ending December 31,
2003. </FONT></P>



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<A NAME=A058></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>SIGNATURES </B></FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized. </FONT></P>

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<A NAME=A059></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>CVB FINANCIAL CORP.</u> <BR>(Registrant) </FONT></P>


<table width=100% border=0 cellpadding=0 cellspacing=0>
<tr valign=bottom>
    <th><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></th>
    <th><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></th></tr>
<tr valign=top>
    <td width=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Date:&nbsp;&nbsp;&nbsp;&nbsp;May 7, 2004 </font></td>
    <td width=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>/s/ Edward J. Biebrich Jr.</u></font></td></tr>
<tr valign=top>
     <td><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></td>
     <td><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Edward J. Biebrich Jr.</font></td></tr>
<tr valign=top>
     <td><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></td>
     <td><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Chief Financial Officer</font></td></tr>
</table>




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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>2
<FILENAME>exhibit31march04.htm
<DESCRIPTION>EXHIBIT 31
<TEXT>
<html>
<head>
<title> Exhibit 31 </title>
</head>
<body>
<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A001></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 31.1 </FONT></P>

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<A NAME=A002></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>CERTIFICATION </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I,
D. Linn Wiley, certify that: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;
          I have reviewed this report on Form 10-Q of CVB Financial Corp.; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.&nbsp;&nbsp;&nbsp;&nbsp;
          Based on my knowledge, this report does not contain any untrue statement of a
          material fact or omit to state a material fact necessary to make the statements
          made, in light of the circumstances under which such statements were made, not
          misleading with respect to the period covered by this report;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3. &nbsp;&nbsp;&nbsp;&nbsp;Based on my
          knowledge, the financial statements, and other financial information included in
          this quarterly report, fairly present in all material respects the financial
          condition, results of operations and cash flows of the registrant as of, and
          for, the periods presented in this quarterly report;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4. &nbsp;&nbsp;&nbsp;&nbsp;The registrant&#146;s
          other certifying officer and I are responsible for establishing and maintaining
          disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
          and 15d-15(e)) for the registrant and we have: </FONT></P>


 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  a) designed such disclosure controls and procedures, or caused such disclosure
                    controls and procedures to be designed under our
supervision, to ensure that
                    material information relating to the registrant, including its consolidated
                    subsidiaries, is made known to us
by others within those entities, particularly
                    during the period in which this quarterly report is being prepared; <BR>
                    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b) evaluated the effectiveness of the registrant&#146;s disclosure controls and procedures
                    and presented in this report our conclusions about the effectiveness of the
                    disclosure controls and procedures, as of the end of the period covered by this
                    report based on such evaluation;<BR>
                    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c) disclosed in this report any change in the registrant&#146;s internal control over financial reporting that occurred during
                    the registrant&#146;s most recent fiscal quarter (the registrant&#146;s fourth
                    fiscal quarter in the case of an annual report) that has materially affected, or
                    is reasonably likely to materially affect, the registrant&#146;s internal
                    control over financial reporting; and </FONT></p>


<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.&nbsp;&nbsp;&nbsp;&nbsp;
          The registrant&#146;s other certifying officer and I have disclosed, based on
          our most recent evaluation of internal control over financial reporting, to the
          registrant&#146;s auditors and the audit committee of the registrant&#146;s
          board of directors (or persons performing the equivalent functions): </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a) all significant deficiencies and material weaknesses in the design or operation
                    of internal control over financial reporting which are reasonably likely to
                    adversely affect the registrant&#146;s ability to record, process, summarize and
                    report financial information; and <BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b) any fraud, whether or not material, that
                    involves management or other employees who have a significant role in the
                    registrant&#146;s internal control over financial reporting. </FONT></p>

<table width=100% border=0 cellpadding=0 cellspacing=0>
<tr valign=bottom>
    <th><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></th>
    <th><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></th></tr>
<tr valign=top>
    <td width=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Date:&nbsp;&nbsp;&nbsp;&nbsp;May 7, 2004 </font></td>
    <td width=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>/s/ D. Linn Wiley</u></font></td></tr>
<tr valign=top>
     <td><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></td>
     <td><FONT FACE="Times New Roman, Times, Serif" SIZE=2>D. Linn Wiley</font></td></tr>
<tr valign=top>
     <td><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></td>
     <td><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Chief
Executive Officer</font></td></tr>
</table>






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<A NAME=A005></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 31.2 </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Default" -->
<A NAME=A006></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3><b>CERTIFICATION</b> </FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
I, Edward J. Biebrich, Jr., certify that:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;
  I have reviewed this report on Form 10-Q of CVB Financial Corp.;</font></p>
<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.&nbsp;&nbsp;&nbsp;&nbsp;
          Based on my knowledge, this report does not contain any untrue statement of a
          material fact or omit to state a material fact necessary to make the statements
          made, in light of the circumstances under which such statements were made, not
          misleading with respect to the period covered by this report;</font></p>
 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.&nbsp;&nbsp;&nbsp;&nbsp; Based on my
          knowledge, the financial statements, and other financial information included in
          this quarterly report, fairly present in all material respects the financial
          condition, results of operations and cash flows of the registrant as of, and
          for, the periods presented in this quarterly report;</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.&nbsp;&nbsp;&nbsp;&nbsp; The registrant&#146;s
          other certifying officer and I are responsible for establishing and maintaining
          disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
          and 15d-15(e)) for the registrant and we have: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;a)   designed such disclosure controls and procedures, or caused such disclosure
                    controls and procedures to be designed under our supervision, to ensure that
                    material information relating to the registrant, including its consolidated
                    subsidiaries, is made known to us by others within those entities, particularly
                    during the period in which this quarterly report is being prepared;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b) evaluated
                    the effectiveness of the registrant&#146;s disclosure controls and procedures
                    and presented in this report our conclusions about the effectiveness of the
                    disclosure controls and procedures, as of the end of the period covered by this
                    report based on such evaluation;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c) disclosed in this report any change in the
                    registrant&#146;s internal control over financial reporting that occurred during
                    the registrant&#146;s most recent fiscal quarter (the registrant&#146;s fourth
                    fiscal quarter in the case of an annual report) that has materially affected, or
                    is reasonably likely to materially affect, the registrant&#146;s internal
                    control over financial reporting; and </FONT></p>


<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.&nbsp;&nbsp;&nbsp;&nbsp;
          The registrant&#146;s other certifying officer and I have disclosed, based on
          our most recent evaluation of internal control over financial reporting, to the
          registrant&#146;s auditors and the audit committee of the registrant&#146;s
          board of directors (or persons performing the equivalent functions): </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;a)  all significant deficiencies and material weaknesses in the design or operation
                    of internal control over financial reporting which are reasonably likely to
                    adversely affect the registrant&#146;s ability to record, process, summarize and
                    report financial information; and<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b) any fraud, whether or not material, that
                    involves management or other employees who have a significant role in the
                    registrant&#146;s internal control over financial reporting. </FONT></p>



<table width=100% border=0 cellpadding=0 cellspacing=0>
<tr valign=bottom>
    <th><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></th>
    <th><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></th></tr>
<tr valign=top>
    <td width=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Date:&nbsp;&nbsp;&nbsp;&nbsp;May 7, 2004 </font></td>
    <td width=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>/s/ Edward J. Biebrich, Jr.</u></font></td></tr>
<tr valign=top>
     <td><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></td>
     <td><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Edward J. Biebrich, Jr.</font></td></tr>
<tr valign=top>
     <td><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></td>
     <td><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Chief Financial Officer</font></td></tr>
</table>











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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>3
<FILENAME>exhibit320304.htm
<DESCRIPTION>EXHIBIT 32
<TEXT>

<html>
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<title> Exhibit 32 </title>
</head>
<body>



<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A001></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 32.1 </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Default" -->
<A NAME=A002></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>CERTIFICATION </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A003></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CERTIFICATION PURSUANT TO18
<BR>U.S.C. SECTION 1350,AS <BR>ADOPTED PURSUANT TO </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A004></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002 </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
connection with the Quarterly Report of CVB Financial Corp. (the &#147;Company&#148;) on
Form 10-Q for the period ended March 31, 2004, as filed with the Securities and Exchange
Commission on the date hereof (the &#147;Report&#148;), I, D. Linn Wiley, Chief Executive
Officer of the Company, certify, pursuant to 18 U.S.C. &sect; 1350, as adopted pursuant to
&sect; 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge that: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Level 1" FSL="Default" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1) </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               The Report fully complies with the requirements of section 13(a) or 15(d) of the
               Securities Exchange Act of 1934; and </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Level 1" FSL="Default" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2) </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               The information contained in the Report fairly presents, in all material
               respects, the financial condition and result of operations of the Company. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<table width=100% border=0 cellpadding=0 cellspacing=0>
<tr valign=bottom>
    <th><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></th>
    <th><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></th></tr>
<tr valign=top>
    <td width=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Date:&nbsp;&nbsp;&nbsp;&nbsp;May 7, 2004 </font></td>
    <td width=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>/s/ D. Linn Wiley</u></font></td></tr>
<tr valign=top>
     <td><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></td>
     <td><FONT FACE="Times New Roman, Times, Serif" SIZE=2>D. Linn Wiley</font></td></tr>
<tr valign=top>
     <td><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></td>
     <td><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Chief
Executive Officer</font></td></tr>
</table>







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<A NAME=A006></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 32.2 </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Default" -->
<A NAME=A007></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>CERTIFICATION </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A008></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CERTIFICATION PURSUANT TO18
<BR>U.S.C. SECTION 1350,AS <BR>ADOPTED PURSUANT TO </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A009></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002 </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
connection with the Quarterly Report of CVB Financial Corp. (the &#147;Company&#148;) on
Form 10-Q for the period ended March 31, 2004, as filed with the Securities and Exchange
Commission on the date hereof (the &#147;Report&#148;), I, Edward J. Biebrich, Jr., Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. &sect; 1350, as adopted
pursuant to &sect; 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge
that: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Level 1" FSL="Default" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1) </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               The Report fully complies with the requirements of section 13(a) or 15(d) of the
               Securities Exchange Act of 1934; and </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Level 1" FSL="Default" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2) </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               The information contained in the Report fairly presents, in all material
               respects, the financial condition and result of operations of the Company. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>



<table width=100% border=0 cellpadding=0 cellspacing=0>
<tr valign=bottom>
    <th><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></th>
    <th><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></th></tr>
<tr valign=top>
    <td width=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Date:&nbsp;&nbsp;&nbsp;&nbsp;May 7, 2004 </font></td>
    <td width=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>/s/ Edward J. Biebrich, Jr.</u></font></td></tr>
<tr valign=top>
     <td><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></td>
     <td><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Edward J. Biebrich, Jr.</font></td></tr>
<tr valign=top>
     <td><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></td>
     <td><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Chief
Financial Officer</font></td></tr>
</table>





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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>basirico.htm
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<html>
<head>
<title> Basirico </title>
</head>
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<PRE>
                                       <b>SEVERENCE COMPENSATION AGREEMENT</b>



This agreement is entered into the 1st day of April,  2004 by and between Citizens  Business Bank (the "Bank"),
and Frank Basirico, EVP of the Bank (the "Executive").

Whereas,  the Bank's Board of Directors has  determined  that it is  appropriate to reinforce and encourage the
continued  attention  and  dedication  of members of the Bank's  Senior  Management  Committee,  including  the
Executive,  to their assigned duties without distraction in potentially  disturbing  circumstances arising from
the  possibility  of a Change in Control (as  defined  herein) of CVB  Financial  Corporation  (the  "Company")
directly or indirectly the Bank, a wholly owned subsidiary of the Company; and

Whereas,  this Agreement sets forth the compensation  which the Bank agrees it will pay to the Executive upon a
Change in Control and termination of the Executive's employment,

Now,  therefore,  in consideration of theses premises and the mutual covenants and agreements  contained herein
and to induce  the  Executive  to remain  employed  by the Bank and to  continue  to exert his best  efforts on
behalf of the Bank, the parties agree as follows:

1.  Compensation Upon a Change in Control.

In the event that a Change in Control occurs during the employment of the Executive and
(i)      the  Executive's  employment  is terminated by the Company or the Bank or any successor to the Company
                      or the  Bank  other  than  for  Cause  (as  defined  herein)  within  one (1) year of the
                      completion of such Change in Control; or
(ii)     the  Executive  terminates or resigns  Executive's  employment  for a Good Reason (as defined  herein)
                      within one (1) year of the completion of such Change in Control;
the  Executive  shall receive an amount equal to two times the  Executive's  annual base  compensation  for the
last calendar year ended immediately  preceding the Change in Control,  plus two times the average annual bonus
received  for the last two  calendar  years ended  immediately  preceding  the Change in Control.  Such amounts
shall be paid in a lump sum,  less  applicable  employment  and payroll  taxes,  within five (5) days after the
effective date of the termination of Executive's employment.



2.  Definitions.

(a)      Change in  Control.  For  purposes  of this  Agreement,  a "Change in  Control"  shall  deemed to have
         occurred if:

(i)      any one person,  or more than one person  acting as a group,  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; provided,  however, it is expressly acknowledged by the Executive that this
                  provision shall not be applicable to any person who is, as of the date of this  Agreement,  a
                  Director of the Company or the Bank;

                  (ii)     a majority of the  members of the  Company's  or the Bank's  Board of  Directors  is
                  replaced  during any 12 month  period by  directors  whose  appointment  for  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 or consolidation  where the holders of the Bank's or the Company's  voting stock  immediately
                           prior to the  effective  date of such merger or  consolidation  own less than 50% of
                           the voting stock of the entity surviving such merger or consolidation;

(iv)     any one  person,  or more than one person  acting as a group,  acquired  (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;  provided, however, transfer of assets which
                           otherwise  would  satisfy  the  requirements  of this  subsection  (iv)  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 the Company or the Bank;
                           (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 the Company or the Bank; 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 the Bank.

           Not  withstanding  the  foregoing,  a Change in Control  shall not be deemed to occur as a result of
           any transaction which changes the jurisdiction of incorporation of the Company or the Bank.

(b)      Cause.  For  purposes of this  Agreement,  the Bank shall have "Cause" to  terminate  the  Executive's
         employment  and shall not be obligated  to make any  payments  hereunder or otherwise in the event the
         Executive has:

                  (i)      committed a significant  act of  dishonesty,  deceit or breach of fiduciary  duty in
                  the performance of Executive's duties as an employee of the Bank;

(iii)    grossly  neglected  or  willfully  failed  in any way to  perform  substantially  the  duties  of such
                  employment; or

(iv)     acted or failed to act in any other way that  reflects  materially  and  adversely on the Bank. In the
                  event of a  termination  of  Executive's  employment  by the Bank for  Cause,  the Bank shall
                  deliver  to  Executive  at the time the  Executive  is  notified  of the  termination  of his
                  employment  a  written   statement   setting  forth  in  reasonable   detail  the  facts  and
                  circumstances  claimed by the Bank to provide a basis for the  termination of the Executive's
                  employment for Cause.

         (c)      Good Reason.  For purposes of this Agreement, "Good Reason" means:
                  (i)      the Executive's then current level of annual base salary is reduced;

(ii)     there  is any  reduction  in the  employee  benefit  coverage  provided  to the  Executive  (including
                  pension, profit sharing, deferred compensation,  life insurance and health insurance, but not
                  including  incentive  bonuses) from the coverage  levels in effect  immediately  prior to the
                  Change in Control, unless that Company or the Bank provide substantially  equivalent employee
                  benefits to the Executive;

(iii)    the Executive  suffers a material  diminution of Executive's  title,  authority,  position,  reporting
                  relationship, responsibilities or offices;

(iv)     there is a  relocation  of the  Executive's  principal  business  office by more than fifty (50) miles
                  from its existing location; or

                  (v)      the  Company or the Bank fail to obtain  assumption  of any  employment  relating to
                  Executive by any successor or assign of the Bank; provided,  however, that termination by the
                  Executive for Good Reason must be made in good faith.

3.  Term.

This agreement shall terminate,  except to the extent that any obligation of the Bank hereunder  remains unpaid
as of such time, upon the earliest of:

(i)      the  termination  of the  Executive's  employment  from the Bank for any reason if a Change in Control
         has not occurred prior to the date of such termination;

(ii)     three (3) years from the date hereof if a Change in Control has not occurred during such period;

(iii)    the  termination of Executives'  employment from the Bank for Cause within one (1) year after a Change
         in Control;

(iv)     one (1)  year  after a  Change  in  Control  if  Executive  is  still  employed  with  the Bank or its
         successor; or

(v)      after a Change in Control of the  Company or the Bank upon  satisfaction  of all of the  Company's  or
         the Bank's obligations hereunder.

4.  No Obligation to Mitigate Damages; No Effect on Other Contractual Rights.

(a)      The  Executive  shall not be required to mitigate  damages or the amount of any payment  provided  for
         under this  Agreement by seeking other  employment  or otherwise,  nor shall the amount of any payment
         provided  for under this  Agreement  be reduced by any  compensation  earned by the  Executive  as the
         result of employment by another  employer after the effective date of  Termination,  or otherwise,  by
         his engagement as a consultant or his conduct of any other business activities.

(b)      The  provisions  of this  Agreement,  and any payment  provided  for  hereunder,  shall not reduce any
         amounts  otherwise  payable,  or in any way diminish the Executive's  existing rights, or rights which
         would  accrue  solely as a result of the  passage of time,  under any  employment  agreement  or other
         plan,  arrangement or deferred  compensation  agreement,  except as otherwise  agreed to in writing by
         the Bank and the Executive.

5.  Successor to the Bank.

(a)      The Bank will require any  successor or assign  (whether  direct or indirect by purchase or otherwise)
                  to all or substantially  all of the business and/or assets of the Bank, by written  agreement
                  with the  Executive,  to assume and agree to perform this  Agreement in full. As used in this
                  Agreement,  "Bank" shall mean the Bank as herein  before  defined and any successor or assign
                  to its business  and/or  assets as  aforesaid  which  executes  and  delivers  the  agreement
                  provided  for in this  section  5 or  which  otherwise  becomes  bound by all the  terms  and
                  provisions of this  Agreement by operations of law.  Notwithstanding  the  assumption of this
                  Agreement by a successor  assign of the Bank, if a Change in Control (as defined in section 2
                  (a) above) has occurred,  the Executive shall have and be entitled from such successor to all
                  rights under section 1 of this Agreement.

(b)      If the Executive  should die while any amounts are still payable to him  hereunder,  all such amounts,
                  unless  otherwise  provided  herein,  shall  be paid in  accordance  with  the  terms of this
                  Agreement to the  Executive's  devisee,  legatee,  or other  designee or, if there be no such
                  designee, to the Executive's estate. This Agreement shall,  therefore,  insure to the benefit
                  of and be  enforceable  by the  Executive's  personal and legal  representatives,  executors,
                  administrators, successors, heirs, distributees, devisees and legatees.

6.  Confidentiality.

The  Executive  shall  retain  in  confidence  any and all  confidential  information  known  to the  Executive
concerning  the Company and the Bank and its business so long as such  information  is not  otherwise  publicly
disclosed.

7.  Legal Fees and Expenses.

The Bank  shall  pay all  legal  fees and  expenses  which the  Executive  may incur as a result of the  Bank's
contesting the validity,  enforceability or the Executive's  interpretation of, or determinations,  under, this
Agreement if the Executive prevails in any such contest or proceeding.

8.  Limitation on Payments.

This Agreement is made expressly  subject to the provision of law codified at 12 U.S.C.  1828 (k) and 12 C.F.R.
Part 359 which regulate and prohibit  certain forms of benefits to Executive.  Executive  acknowledges  that he
understands  these  sections of law and that the Bank's  obligations  to make payments  hereunder are expressly
relieved if such payments violate these sections of law or any successors thereto.

Notwithstanding  any  other  provisions  of this  Agreement,  if the total  amounts  payable  pursuant  to this
Agreement,  together with other payments to which Executive is entitled,  would constitute an "excess parachute
payment"  (as defined in Section  280G of the  Internal  Revenue  Code),  as amended,  such  payments  shall be
reduced,  in such order and manner as the Bank and/or  Resulting  Entity may elect,  (or in the absence of such
elections,  as shall be determined by  Executive),  to the largest amount which may be paid without any portion
of such amount being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code.

9.  Notice.

For purposes of this  Agreement,  notices and all other  communications  provided for in the Agreement shall be
in writing and shall be deemed to have been given when  delivered or mailed by United States  registered  mail,
return receipt requested, postage prepaid as follows:

If the Bank:      Citizens Business Bank
                  701 N. Haven Avenue, Suite 350
                  Ontario, California 91764
                  Attention:  D. Linn Wiley, President and CEO

If to the  Executive:  At the address  below his  signature or such other address as either party may have been
furnished to the other in writing in  accordance  herewith,  except that notices of change of address  shall be
effective only upon receipt.

10.  Validity.

The  invalidity  or  unenforceability  of any  provisions  of this  Agreement  shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in full force and effect.

11.  Counterparts.

This  Agreement  may be executed in one or more  counterparts,  each of which shall be deemed to be an original
but all of which together will constitute one and the same instrument.

12.  Miscellaneous.

No provisions of this  Agreement may be modified,  waived or  discharged  unless such waiver,  modification  or
discharge is agreed to in writing  signed by the  Executive  and the Bank.  No waiver by either party hereto at
any time of any breach by the other party hereto of, or  compliance  with,  any  condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of similar or  dissimilar  provisions or
conditions at the same or any prior to subsequent  time. No agreements or  representations,  oral or otherwise,
express or implied,  with  respect to the subject  matter  hereof have been made by either  party which are not
set forth  expressly in this  Agreement.  This Agreement  shall be governed by and construed in accordance with
the laws of the State of California.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above,

Citizens Business Bank

By:  /s/ D. Linn Wiley
         D. Linn Wiley
         President and CEO


EXECUTIVE:  /s/ Frank Basirico
            Frank Basirico, EVP

Address:  701 N. Haven Avenue

City and State:  Ontario, California 91764


</PRE>

</body>
</html>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>biebrich.htm
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<html>
<head>
<title> Biebrich </title>
</head>
<body>


<PRE>
                                      <b>SEVERENCE COMPENSATION AGREEMENT</b>



This agreement is entered into the 1st day of April,  2004 by and between Citizens  Business Bank (the "Bank"),
and Edward J. Biebrich, EVP of the Bank (the "Executive").

Whereas,  the Bank's Board of Directors has  determined  that it is  appropriate to reinforce and encourage the
continued  attention  and  dedication  of members of the Bank's  Senior  Management  Committee,  including  the
Executive,  to their assigned duties without distraction in potentially  disturbing  circumstances arising from
the  possibility  of a Change in Control (as  defined  herein) of CVB  Financial  Corporation  (the  "Company")
directly or indirectly the Bank, a wholly owned subsidiary of the Company; and

Whereas,  this Agreement sets forth the compensation  which the Bank agrees it will pay to the Executive upon a
Change in Control and termination of the Executive's employment,

Now,  therefore,  in consideration of theses premises and the mutual covenants and agreements  contained herein
and to induce  the  Executive  to remain  employed  by the Bank and to  continue  to exert his best  efforts on
behalf of the Bank, the parties agree as follows:

1.  Compensation Upon a Change in Control.

In the event that a Change in Control occurs during the employment of the Executive and
(i)      the  Executive's  employment  is terminated by the Company or the Bank or any successor to the Company
         or the Bank other than for Cause (as defined  herein)  within one (1) year of the  completion  of such
         Change in Control; or
(ii)     the  Executive  terminates or resigns  Executive's  employment  for a Good Reason (as defined  herein)
         within one (1) year of the completion of such Change in Control;
the  Executive  shall receive an amount equal to one times the  Executive's  annual base  compensation  for the
last calendar year ended immediately  preceding the Change in Control,  plus one times the average annual bonus
received  for the last two  calendar  years ended  immediately  preceding  the Change in Control.  Such amounts
shall be paid in a lump sum,  less  applicable  employment  and payroll  taxes,  within five (5) days after the
effective date of the termination of Executive's employment.

2.  Definitions.

(a)      Change in  Control.  For  purposes  of this  Agreement,  a "Change in  Control"  shall  deemed to have
         occurred if:

(i)      any one person,  or more than one person  acting as a group,  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; provided,  however, it is expressly acknowledged by the Executive that this
                  provision shall not be applicable to any person who is, as of the date of this  Agreement,  a
                  Director of the Company or the Bank;

                  (ii)     a majority of the  members of the  Company's  or the Bank's  Board of  Directors  is
                  replaced  during any 12 month  period by  directors  whose  appointment  for  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 or consolidation  where the holders of the Bank's or the Company's  voting stock  immediately
                  prior to the effective date of such merger or  consolidation  own less than 50% of the voting
                  stock of the entity surviving such merger or consolidation;

(iv)     any one  person,  or more than one person  acting as a group,  acquired  (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;  provided,  however,  transfer  of assets  which  otherwise  would  satisfy the
                  requirements  of this  subsection  (iv) 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 the Company or the Bank;
                           (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 the Company or the Bank; 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 the Bank.

           Not  withstanding  the  foregoing,  a Change in Control  shall not be deemed to occur as a result of
           any transaction which changes the jurisdiction of incorporation of the Company or the Bank.

(b)      Cause.  For  purposes of this  Agreement,  the Bank shall have "Cause" to  terminate  the  Executive's
         employment  and shall not be obligated  to make any  payments  hereunder or otherwise in the event the
         Executive has:

                  (i)      committed a significant  act of  dishonesty,  deceit or breach of fiduciary  duty in
                  the performance of Executive's duties as an employee of the Bank;

(iii)    grossly  neglected  or  willfully  failed  in any way to  perform  substantially  the  duties  of such
                  employment; or

(iv)     acted or failed to act in any other way that  reflects  materially  and  adversely on the Bank. In the
                  event of a  termination  of  Executive's  employment  by the Bank for  Cause,  the Bank shall
                  deliver  to  Executive  at the time the  Executive  is  notified  of the  termination  of his
                  employment  a  written   statement   setting  forth  in  reasonable   detail  the  facts  and
                  circumstances  claimed by the Bank to provide a basis for the  termination of the Executive's
                  employment for Cause.

         (c)      Good Reason.  For purposes of this Agreement, "Good Reason" means:
                  (i)      the Executive's then current level of annual base salary is reduced;

(ii)     there  is any  reduction  in the  employee  benefit  coverage  provided  to the  Executive  (including
                  pension, profit sharing, deferred compensation,  life insurance and health insurance, but not
                  including  incentive  bonuses) from the coverage  levels in effect  immediately  prior to the
                  Change in Control, unless that Company or the Bank provide substantially  equivalent employee
                  benefits to the Executive;

(iii)    the Executive  suffers a material  diminution of Executive's  title,  authority,  position,  reporting
                  relationship, responsibilities or offices;

(iv)     there is a  relocation  of the  Executive's  principal  business  office by more than fifty (50) miles
                  from its existing location; or

                  (v)      the  Company or the Bank fail to obtain  assumption  of any  employment  relating to
                  Executive by any successor or assign of the Bank; provided,  however, that termination by the
                  Executive for Good Reason must be made in good faith.

3.  Term.

This agreement shall terminate,  except to the extent that any obligation of the Bank hereunder  remains unpaid
as of such time, upon the earliest of:

(i)      the  termination  of the  Executive's  employment  from the Bank for any reason if a Change in Control
         has not occurred prior to the date of such termination;

(ii)     three (3) years from the date hereof if a Change in Control has not occurred during such period;

(iii)    the  termination of Executives'  employment from the Bank for Cause within one (1) year after a Change
         in Control;

(iv)     one (1)  year  after a  Change  in  Control  if  Executive  is  still  employed  with  the Bank or its
         successor; or

(v)      after a Change in Control of the  Company or the Bank upon  satisfaction  of all of the  Company's  or
         the Bank's obligations hereunder.

4.  No Obligation to Mitigate Damages; No Effect on Other Contractual Rights.

(a)      The  Executive  shall not be required to mitigate  damages or the amount of any payment  provided  for
         under this  Agreement by seeking other  employment  or otherwise,  nor shall the amount of any payment
         provided  for under this  Agreement  be reduced by any  compensation  earned by the  Executive  as the
         result of employment by another  employer after the effective date of  Termination,  or otherwise,  by
         his engagement as a consultant or his conduct of any other business activities.

(b)      The  provisions  of this  Agreement,  and any payment  provided  for  hereunder,  shall not reduce any
         amounts  otherwise  payable,  or in any way diminish the Executive's  existing rights, or rights which
         would  accrue  solely as a result of the  passage of time,  under any  employment  agreement  or other
         plan,  arrangement or deferred  compensation  agreement,  except as otherwise  agreed to in writing by
         the Bank and the Executive.

5.  Successor to the Bank.

(a)      The Bank will require any  successor or assign  (whether  direct or indirect by purchase or otherwise)
         to all or substantially  all of the business and/or assets of the Bank, by written  agreement with the
         Executive,  to assume and agree to perform this Agreement in full. As used in this  Agreement,  "Bank"
         shall mean the Bank as herein  before  defined  and any  successor  or assign to its  business  and/or
         assets as  aforesaid  which  executes and  delivers  the  agreement  provided for in this section 5 or
         which  otherwise  becomes  bound by all the terms and  provisions  of this  Agreement by operations of
         law.  Notwithstanding  the  assumption  of this  Agreement  by a  successor  assign of the Bank,  if a
         Change in Control (as defined in section 2 (a) above) has occurred,  the  Executive  shall have and be
         entitled from such successor to all rights under section 1 of this Agreement.

(b)      If the Executive  should die while any amounts are still payable to him  hereunder,  all such amounts,
         unless  otherwise  provided  herein,  shall be paid in accordance  with the terms of this Agreement to
         the  Executive's  devisee,  legatee,  or other  designee  or,  if there  be no such  designee,  to the
         Executive's  estate. This Agreement shall,  therefore,  insure to the benefit of and be enforceable by
         the Executive's personal and legal  representatives,  executors,  administrators,  successors,  heirs,
         distributees, devisees and legatees.

6.  Confidentiality.

The  Executive  shall  retain  in  confidence  any and all  confidential  information  known  to the  Executive
concerning  the Company and the Bank and its business so long as such  information  is not  otherwise  publicly
disclosed.

7.  Legal Fees and Expenses.

The Bank  shall  pay all  legal  fees and  expenses  which the  Executive  may incur as a result of the  Bank's
contesting the validity,  enforceability or the Executive's  interpretation of, or determinations,  under, this
Agreement if the Executive prevails in any such contest or proceeding.

8.  Limitation on Payments.

This Agreement is made expressly  subject to the provision of law codified at 12 U.S.C.  1828 (k) and 12 C.F.R.
Part 359 which regulate and prohibit  certain forms of benefits to Executive.  Executive  acknowledges  that he
understands  these  sections of law and that the Bank's  obligations  to make payments  hereunder are expressly
relieved if such payments violate these sections of law or any successors thereto.

Notwithstanding  any  other  provisions  of this  Agreement,  if the total  amounts  payable  pursuant  to this
Agreement,  together with other payments to which Executive is entitled,  would constitute an "excess parachute
payment"  (as defined in Section  280G of the  Internal  Revenue  Code),  as amended,  such  payments  shall be
reduced,  in such order and manner as the Bank and/or  Resulting  Entity may elect,  (or in the absence of such
elections,  as shall be determined by  Executive),  to the largest amount which may be paid without any portion
of such amount being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code.

9.  Notice.

For purposes of this  Agreement,  notices and all other  communications  provided for in the Agreement shall be
in writing and shall be deemed to have been given when  delivered or mailed by United States  registered  mail,
return receipt requested, postage prepaid as follows:

If the Bank:      Citizens Business Bank
                  701 N. Haven Avenue, Suite 350
                  Ontario, California 91764
                  Attention:  D. Linn Wiley, President and CEO

If to the  Executive:  At the address  below his  signature or such other address as either party may have been
furnished to the other in writing in  accordance  herewith,  except that notices of change of address  shall be
effective only upon receipt.

10.  Validity.

The  invalidity  or  unenforceability  of any  provisions  of this  Agreement  shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in full force and effect.

11.  Counterparts.

This  Agreement  may be executed in one or more  counterparts,  each of which shall be deemed to be an original
but all of which together will constitute one and the same instrument.

12.  Miscellaneous.

No provisions of this  Agreement may be modified,  waived or  discharged  unless such waiver,  modification  or
discharge is agreed to in writing  signed by the  Executive  and the Bank.  No waiver by either party hereto at
any time of any breach by the other party hereto of, or  compliance  with,  any  condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of similar or  dissimilar  provisions or
conditions at the same or any prior to subsequent  time. No agreements or  representations,  oral or otherwise,
express or implied,  with  respect to the subject  matter  hereof have been made by either  party which are not
set forth  expressly in this  Agreement.  This Agreement  shall be governed by and construed in accordance with
the laws of the State of California.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above,

Citizens Business Bank

By:   /s/ D. Linn Wiley
          D. Linn Wiley
          President and CEO


EXECUTIVE: /s/ Edward J. Biebrich
               Edward J. Biebrich, EVP

Address:  701 N. Haven Avenue

City and State:  Ontario, California 91764



</PRE>

</body>
</html>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>pomplun.htm
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
<html>
<head>
<title> Pomplun </title>
</head>
<body>




<PRE>
                                       <b>SEVERENCE COMPENSATION AGREEMENT</b>



This agreement is entered into the 1st day of April,  2004 by and between Citizens  Business Bank (the "Bank"),
and Edwin J. Pomplun, EVP of the Bank (the "Executive").

Whereas,  the Bank's Board of Directors has  determined  that it is  appropriate to reinforce and encourage the
continued  attention  and  dedication  of members of the Bank's  Senior  Management  Committee,  including  the
Executive,  to their assigned duties without distraction in potentially  disturbing  circumstances arising from
the  possibility  of a Change in Control (as  defined  herein) of CVB  Financial  Corporation  (the  "Company")
directly or indirectly the Bank, a wholly owned subsidiary of the Company; and

Whereas,  this Agreement sets forth the compensation  which the Bank agrees it will pay to the Executive upon a
Change in Control and termination of the Executive's employment,

Now,  therefore,  in consideration of theses premises and the mutual covenants and agreements  contained herein
and to induce  the  Executive  to remain  employed  by the Bank and to  continue  to exert his best  efforts on
behalf of the Bank, the parties agree as follows:

1.  Compensation Upon a Change in Control.

In the event that a Change in Control occurs during the employment of the Executive and
(i)      the  Executive's  employment  is terminated by the Company or the Bank or any successor to the Company
                      or the  Bank  other  than  for  Cause  (as  defined  herein)  within  one (1) year of the
                      completion of such Change in Control; or
(ii)     the  Executive  terminates or resigns  Executive's  employment  for a Good Reason (as defined  herein)
                      within one (1) year of the completion of such Change in Control;
the  Executive  shall receive an amount equal to two times the  Executive's  annual base  compensation  for the
last calendar year ended immediately  preceding the Change in Control,  plus two times the average annual bonus
received  for the last two  calendar  years ended  immediately  preceding  the Change in Control.  Such amounts
shall be paid in a lump sum,  less  applicable  employment  and payroll  taxes,  within five (5) days after the
effective date of the termination of Executive's employment.



2.  Definitions.

(a)      Change in  Control.  For  purposes  of this  Agreement,  a "Change in  Control"  shall  deemed to have
         occurred if:

(i)      any one person,  or more than one person  acting as a group,  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; provided,  however, it is expressly acknowledged by the Executive that this
                  provision shall not be applicable to any person who is, as of the date of this  Agreement,  a
                  Director of the Company or the Bank;

                  (ii)     a majority of the  members of the  Company's  or the Bank's  Board of  Directors  is
                  replaced  during any 12 month  period by  directors  whose  appointment  for  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 or consolidation  where the holders of the Bank's or the Company's  voting stock  immediately
                           prior to the  effective  date of such merger or  consolidation  own less than 50% of
                           the voting stock of the entity surviving such merger or consolidation;

(iv)     any one  person,  or more than one person  acting as a group,  acquired  (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;  provided, however, transfer of assets which
                           otherwise  would  satisfy  the  requirements  of this  subsection  (iv)  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 the Company or the Bank;
                           (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 the Company or the Bank; 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 the Bank.

           Not  withstanding  the  foregoing,  a Change in Control  shall not be deemed to occur as a result of
           any transaction which changes the jurisdiction of incorporation of the Company or the Bank.

(b)      Cause.  For  purposes of this  Agreement,  the Bank shall have "Cause" to  terminate  the  Executive's
         employment  and shall not be obligated  to make any  payments  hereunder or otherwise in the event the
         Executive has:

                  (i)      committed a significant  act of  dishonesty,  deceit or breach of fiduciary  duty in
                  the performance of Executive's duties as an employee of the Bank;

(iii)    grossly  neglected  or  willfully  failed  in any way to  perform  substantially  the  duties  of such
                  employment; or

(iv)     acted or failed to act in any other way that  reflects  materially  and  adversely on the Bank. In the
                  event of a  termination  of  Executive's  employment  by the Bank for  Cause,  the Bank shall
                  deliver  to  Executive  at the time the  Executive  is  notified  of the  termination  of his
                  employment  a  written   statement   setting  forth  in  reasonable   detail  the  facts  and
                  circumstances  claimed by the Bank to provide a basis for the  termination of the Executive's
                  employment for Cause.

         (c)      Good Reason.  For purposes of this Agreement, "Good Reason" means:
                  (i)      the Executive's then current level of annual base salary is reduced;

(ii)     there  is any  reduction  in the  employee  benefit  coverage  provided  to the  Executive  (including
                  pension, profit sharing, deferred compensation,  life insurance and health insurance, but not
                  including  incentive  bonuses) from the coverage  levels in effect  immediately  prior to the
                  Change in Control, unless that Company or the Bank provide substantially  equivalent employee
                  benefits to the Executive;

(iii)    the Executive  suffers a material  diminution of Executive's  title,  authority,  position,  reporting
                  relationship, responsibilities or offices;

(iv)     there is a  relocation  of the  Executive's  principal  business  office by more than fifty (50) miles
                  from its existing location; or

                  (v)      the  Company or the Bank fail to obtain  assumption  of any  employment  relating to
                  Executive by any successor or assign of the Bank; provided,  however, that termination by the
                  Executive for Good Reason must be made in good faith.

3.  Term.

This agreement shall terminate,  except to the extent that any obligation of the Bank hereunder  remains unpaid
as of such time, upon the earliest of:

(i)      the  termination  of the  Executive's  employment  from the Bank for any reason if a Change in Control
         has not occurred prior to the date of such termination;

(ii)     three (3) years from the date hereof if a Change in Control has not occurred during such period;

(iii)    the  termination of Executives'  employment from the Bank for Cause within one (1) year after a Change
         in Control;

(iv)     one (1)  year  after a  Change  in  Control  if  Executive  is  still  employed  with  the Bank or its
         successor; or

(v)      after a Change in Control of the  Company or the Bank upon  satisfaction  of all of the  Company's  or
         the Bank's obligations hereunder.

4.  No Obligation to Mitigate Damages; No Effect on Other Contractual Rights.

(a)      The  Executive  shall not be required to mitigate  damages or the amount of any payment  provided  for
         under this  Agreement by seeking other  employment  or otherwise,  nor shall the amount of any payment
         provided  for under this  Agreement  be reduced by any  compensation  earned by the  Executive  as the
         result of employment by another  employer after the effective date of  Termination,  or otherwise,  by
         his engagement as a consultant or his conduct of any other business activities.

(b)      The  provisions  of this  Agreement,  and any payment  provided  for  hereunder,  shall not reduce any
         amounts  otherwise  payable,  or in any way diminish the Executive's  existing rights, or rights which
         would  accrue  solely as a result of the  passage of time,  under any  employment  agreement  or other
         plan,  arrangement or deferred  compensation  agreement,  except as otherwise  agreed to in writing by
         the Bank and the Executive.

5.  Successor to the Bank.

(a)      The Bank will require any  successor or assign  (whether  direct or indirect by purchase or otherwise)
                  to all or substantially  all of the business and/or assets of the Bank, by written  agreement
                  with the  Executive,  to assume and agree to perform this  Agreement in full. As used in this
                  Agreement,  "Bank" shall mean the Bank as herein  before  defined and any successor or assign
                  to its business  and/or  assets as  aforesaid  which  executes  and  delivers  the  agreement
                  provided  for in this  section  5 or  which  otherwise  becomes  bound by all the  terms  and
                  provisions of this  Agreement by operations of law.  Notwithstanding  the  assumption of this
                  Agreement by a successor  assign of the Bank, if a Change in Control (as defined in section 2
                  (a) above) has occurred,  the Executive shall have and be entitled from such successor to all
                  rights under section 1 of this Agreement.

(b)      If the Executive  should die while any amounts are still payable to him  hereunder,  all such amounts,
                  unless  otherwise  provided  herein,  shall  be paid in  accordance  with  the  terms of this
                  Agreement to the  Executive's  devisee,  legatee,  or other  designee or, if there be no such
                  designee, to the Executive's estate. This Agreement shall,  therefore,  insure to the benefit
                  of and be  enforceable  by the  Executive's  personal and legal  representatives,  executors,
                  administrators, successors, heirs, distributees, devisees and legatees.

6.  Confidentiality.

The  Executive  shall  retain  in  confidence  any and all  confidential  information  known  to the  Executive
concerning  the Company and the Bank and its business so long as such  information  is not  otherwise  publicly
disclosed.

7.  Legal Fees and Expenses.

The Bank  shall  pay all  legal  fees and  expenses  which the  Executive  may incur as a result of the  Bank's
contesting the validity,  enforceability or the Executive's  interpretation of, or determinations,  under, this
Agreement if the Executive prevails in any such contest or proceeding.

8.  Limitation on Payments.

This Agreement is made expressly  subject to the provision of law codified at 12 U.S.C.  1828 (k) and 12 C.F.R.
Part 359 which regulate and prohibit  certain forms of benefits to Executive.  Executive  acknowledges  that he
understands  these  sections of law and that the Bank's  obligations  to make payments  hereunder are expressly
relieved if such payments violate these sections of law or any successors thereto.

Notwithstanding  any  other  provisions  of this  Agreement,  if the total  amounts  payable  pursuant  to this
Agreement,  together with other payments to which Executive is entitled,  would constitute an "excess parachute
payment"  (as defined in Section  280G of the  Internal  Revenue  Code),  as amended,  such  payments  shall be
reduced,  in such order and manner as the Bank and/or  Resulting  Entity may elect,  (or in the absence of such
elections,  as shall be determined by  Executive),  to the largest amount which may be paid without any portion
of such amount being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code.

9.  Notice.

For purposes of this  Agreement,  notices and all other  communications  provided for in the Agreement shall be
in writing and shall be deemed to have been given when  delivered or mailed by United States  registered  mail,
return receipt requested, postage prepaid as follows:

If the Bank:      Citizens Business Bank
                  701 N. Haven Avenue, Suite 350
                  Ontario, California 91764
                  Attention:  D. Linn Wiley, President and CEO

If to the  Executive:  At the address  below his  signature or such other address as either party may have been
furnished to the other in writing in  accordance  herewith,  except that notices of change of address  shall be
effective only upon receipt.

10.  Validity.

The  invalidity  or  unenforceability  of any  provisions  of this  Agreement  shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in full force and effect.

11.  Counterparts.

This  Agreement  may be executed in one or more  counterparts,  each of which shall be deemed to be an original
but all of which together will constitute one and the same instrument.

12.  Miscellaneous.

No provisions of this  Agreement may be modified,  waived or  discharged  unless such waiver,  modification  or
discharge is agreed to in writing  signed by the  Executive  and the Bank.  No waiver by either party hereto at
any time of any breach by the other party hereto of, or  compliance  with,  any  condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of similar or  dissimilar  provisions or
conditions at the same or any prior to subsequent  time. No agreements or  representations,  oral or otherwise,
express or implied,  with  respect to the subject  matter  hereof have been made by either  party which are not
set forth  expressly in this  Agreement.  This Agreement  shall be governed by and construed in accordance with
the laws of the State of California.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above,

Citizens Business Bank

By:   /s/ D. Linn Wiley
          D. Linn Wiley
          President and CEO


EXECUTIVE: /s/ Edwin J. Pomplun
               Edwin J. Pomplun, EVP

Address:  701 N. Haven Avenue

City and State:  Ontario, California 91764


</PRE>

</body>
</html>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>coleman.htm
<DESCRIPTION>EXHIBIT 10.4
<TEXT>
<html>
<head>
<title> Coleman </title>
</head>
<body>


<PRE>
                                       <b>SEVERENCE COMPENSATION AGREEMENT</b>



This agreement is entered into the 1st day of April,  2004 by and between Citizens  Business Bank (the "Bank"),
and Jay W. Coleman, EVP of the Bank (the "Executive").

Whereas,  the Bank's Board of Directors has  determined  that it is  appropriate to reinforce and encourage the
continued  attention  and  dedication  of members of the Bank's  Senior  Management  Committee,  including  the
Executive,  to their assigned duties without distraction in potentially  disturbing  circumstances arising from
the  possibility  of a Change in Control (as  defined  herein) of CVB  Financial  Corporation  (the  "Company")
directly or indirectly the Bank, a wholly owned subsidiary of the Company; and

Whereas,  this Agreement sets forth the compensation  which the Bank agrees it will pay to the Executive upon a
Change in Control and termination of the Executive's employment,

Now,  therefore,  in consideration of theses premises and the mutual covenants and agreements  contained herein
and to induce  the  Executive  to remain  employed  by the Bank and to  continue  to exert his best  efforts on
behalf of the Bank, the parties agree as follows:

1.  Compensation Upon a Change in Control.

In the event that a Change in Control occurs during the employment of the Executive and
(i)      the  Executive's  employment  is terminated by the Company or the Bank or any successor to the Company
         or the Bank other than for Cause (as defined  herein)  within one (1) year of the  completion  of such
         Change in Control; or
(ii)     the  Executive  terminates or resigns  Executive's  employment  for a Good Reason (as defined  herein)
         within one (1) year of the completion of such Change in Control;
the  Executive  shall receive an amount equal to two times the  Executive's  annual base  compensation  for the
last calendar year ended immediately  preceding the Change in Control,  plus two times the average annual bonus
received  for the last two  calendar  years ended  immediately  preceding  the Change in Control.  Such amounts
shall be paid in a lump sum,  less  applicable  employment  and payroll  taxes,  within five (5) days after the
effective date of the termination of Executive's employment.



2.  Definitions.

(a)      Change in  Control.  For  purposes  of this  Agreement,  a "Change in  Control"  shall  deemed to have
         occurred if:

(i)      any one person,  or more than one person  acting as a group,  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; provided,  however, it is expressly acknowledged by the Executive that this
                  provision shall not be applicable to any person who is, as of the date of this  Agreement,  a
                  Director of the Company or the Bank;

                  (ii)     a majority of the  members of the  Company's  or the Bank's  Board of  Directors  is
                  replaced  during any 12 month  period by  directors  whose  appointment  for  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 or consolidation  where the holders of the Bank's or the Company's  voting stock  immediately
                  prior to the effective date of such merger or  consolidation  own less than 50% of the voting
                  stock of the entity surviving such merger or consolidation;

(iv)     any one  person,  or more than one person  acting as a group,  acquired  (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;  provided,  however,  transfer  of assets  which  otherwise  would  satisfy the
                  requirements  of this  subsection  (iv) 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 the Company or the Bank;
                           (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 the Company or the Bank; 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 the Bank.

           Not  withstanding  the  foregoing,  a Change in Control  shall not be deemed to occur as a result of
           any transaction which changes the jurisdiction of incorporation of the Company or the Bank.

(b)      Cause.  For  purposes of this  Agreement,  the Bank shall have "Cause" to  terminate  the  Executive's
         employment  and shall not be obligated  to make any  payments  hereunder or otherwise in the event the
         Executive has:

                  (i)      committed a significant  act of  dishonesty,  deceit or breach of fiduciary  duty in
                  the performance of Executive's duties as an employee of the Bank;

(iii)    grossly  neglected  or  willfully  failed  in any way to  perform  substantially  the  duties  of such
                  employment; or

(iv)     acted or failed to act in any other way that  reflects  materially  and  adversely on the Bank. In the
                  event of a  termination  of  Executive's  employment  by the Bank for  Cause,  the Bank shall
                  deliver  to  Executive  at the time the  Executive  is  notified  of the  termination  of his
                  employment  a  written   statement   setting  forth  in  reasonable   detail  the  facts  and
                  circumstances  claimed by the Bank to provide a basis for the  termination of the Executive's
                  employment for Cause.

         (c)      Good Reason.  For purposes of this Agreement, "Good Reason" means:
                  (i)      the Executive's then current level of annual base salary is reduced;

(ii)     there  is any  reduction  in the  employee  benefit  coverage  provided  to the  Executive  (including
                  pension, profit sharing, deferred compensation,  life insurance and health insurance, but not
                  including  incentive  bonuses) from the coverage  levels in effect  immediately  prior to the
                  Change in Control, unless that Company or the Bank provide substantially  equivalent employee
                  benefits to the Executive;

(iii)    the Executive  suffers a material  diminution of Executive's  title,  authority,  position,  reporting
                  relationship, responsibilities or offices;

(iv)     there is a  relocation  of the  Executive's  principal  business  office by more than fifty (50) miles
                  from its existing location; or

                  (v)      the  Company or the Bank fail to obtain  assumption  of any  employment  relating to
                  Executive by any successor or assign of the Bank; provided,  however, that termination by the
                  Executive for Good Reason must be made in good faith.

3.  Term.

This agreement shall terminate,  except to the extent that any obligation of the Bank hereunder  remains unpaid
as of such time, upon the earliest of:

(i)      the  termination  of the  Executive's  employment  from the Bank for any reason if a Change in Control
         has not occurred prior to the date of such termination;

(ii)     three (3) years from the date hereof if a Change in Control has not occurred during such period;

(iii)    the  termination of Executives'  employment from the Bank for Cause within one (1) year after a Change
         in Control;

(iv)     one (1)  year  after a  Change  in  Control  if  Executive  is  still  employed  with  the Bank or its
         successor; or

(v)      after a Change in Control of the  Company or the Bank upon  satisfaction  of all of the  Company's  or
         the Bank's obligations hereunder.

4.  No Obligation to Mitigate Damages; No Effect on Other Contractual Rights.

(a)      The  Executive  shall not be required to mitigate  damages or the amount of any payment  provided  for
         under this  Agreement by seeking other  employment  or otherwise,  nor shall the amount of any payment
         provided  for under this  Agreement  be reduced by any  compensation  earned by the  Executive  as the
         result of employment by another  employer after the effective date of  Termination,  or otherwise,  by
         his engagement as a consultant or his conduct of any other business activities.

(b)      The  provisions  of this  Agreement,  and any payment  provided  for  hereunder,  shall not reduce any
         amounts  otherwise  payable,  or in any way diminish the Executive's  existing rights, or rights which
         would  accrue  solely as a result of the  passage of time,  under any  employment  agreement  or other
         plan,  arrangement or deferred  compensation  agreement,  except as otherwise  agreed to in writing by
         the Bank and the Executive.



5.  Successor to the Bank.

(a)      The Bank will require any  successor or assign  (whether  direct or indirect by purchase or otherwise)
         to all or substantially  all of the business and/or assets of the Bank, by written  agreement with the
         Executive,  to assume and agree to perform this Agreement in full. As used in this  Agreement,  "Bank"
         shall mean the Bank as herein  before  defined  and any  successor  or assign to its  business  and/or
         assets as  aforesaid  which  executes and  delivers  the  agreement  provided for in this section 5 or
         which  otherwise  becomes  bound by all the terms and  provisions  of this  Agreement by operations of
         law.  Notwithstanding  the  assumption  of this  Agreement  by a  successor  assign of the Bank,  if a
         Change in Control (as defined in section 2 (a) above) has occurred,  the  Executive  shall have and be
         entitled from such successor to all rights under section 1 of this Agreement.

(b)      If the Executive  should die while any amounts are still payable to him  hereunder,  all such amounts,
         unless  otherwise  provided  herein,  shall be paid in accordance  with the terms of this Agreement to
         the  Executive's  devisee,  legatee,  or other  designee  or,  if there  be no such  designee,  to the
         Executive's  estate. This Agreement shall,  therefore,  insure to the benefit of and be enforceable by
         the Executive's personal and legal  representatives,  executors,  administrators,  successors,  heirs,
         distributees, devisees and legatees.

6.  Confidentiality.

The  Executive  shall  retain  in  confidence  any and all  confidential  information  known  to the  Executive
concerning  the Company and the Bank and its business so long as such  information  is not  otherwise  publicly
disclosed.

7.  Legal Fees and Expenses.

The Bank  shall  pay all  legal  fees and  expenses  which the  Executive  may incur as a result of the  Bank's
contesting the validity,  enforceability or the Executive's  interpretation of, or determinations,  under, this
Agreement if the Executive prevails in any such contest or proceeding.

8.  Limitation on Payments.

This Agreement is made expressly  subject to the provision of law codified at 12 U.S.C.  1828 (k) and 12 C.F.R.
Part 359 which regulate and prohibit  certain forms of benefits to Executive.  Executive  acknowledges  that he
understands  these  sections of law and that the Bank's  obligations  to make payments  hereunder are expressly
relieved if such payments violate these sections of law or any successors thereto.

Notwithstanding  any  other  provisions  of this  Agreement,  if the total  amounts  payable  pursuant  to this
Agreement,  together with other payments to which Executive is entitled,  would constitute an "excess parachute
payment"  (as defined in Section  280G of the  Internal  Revenue  Code),  as amended,  such  payments  shall be
reduced,  in such order and manner as the Bank and/or  Resulting  Entity may elect,  (or in the absence of such
elections,  as shall be determined by  Executive),  to the largest amount which may be paid without any portion
of such amount being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code.

9.  Notice.

For purposes of this  Agreement,  notices and all other  communications  provided for in the Agreement shall be
in writing and shall be deemed to have been given when  delivered or mailed by United States  registered  mail,
return receipt requested, postage prepaid as follows:

If the Bank:      Citizens Business Bank
                  701 N. Haven Avenue, Suite 350
                  Ontario, California 91764
                  Attention:  D. Linn Wiley, President and CEO

If to the  Executive:  At the address  below his  signature or such other address as either party may have been
furnished to the other in writing in  accordance  herewith,  except that notices of change of address  shall be
effective only upon receipt.

10.  Validity.

The  invalidity  or  unenforceability  of any  provisions  of this  Agreement  shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in full force and effect.

11.  Counterparts.

This  Agreement  may be executed in one or more  counterparts,  each of which shall be deemed to be an original
but all of which together will constitute one and the same instrument.

12.  Miscellaneous.

No provisions of this  Agreement may be modified,  waived or  discharged  unless such waiver,  modification  or
discharge is agreed to in writing  signed by the  Executive  and the Bank.  No waiver by either party hereto at
any time of any breach by the other party hereto of, or  compliance  with,  any  condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of similar or  dissimilar  provisions or
conditions at the same or any prior to subsequent  time. No agreements or  representations,  oral or otherwise,
express or implied,  with  respect to the subject  matter  hereof have been made by either  party which are not
set forth  expressly in this  Agreement.  This Agreement  shall be governed by and construed in accordance with
the laws of the State of California.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above,

Citizens Business Bank

By:   /s/ D. Linn Wiley
          D. Linn Wiley
          President and CEO


EXECUTIVE: /s/ Jay W. Coleman
               Jay W. Coleman, EVP

Address:  701 N. Haven Avenue

City and State:  Ontario, California 91764


</PRE>

</body>
</html>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>wiley.htm
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
<html>
<head>
<title> Wiley </title>
</head>
<body>


<PRE>
                                       <b>SEVERENCE COMPENSATION AGREEMENT</b>



This agreement is entered into the 1st day of April,  2004 by and between Citizens  Business Bank (the "Bank"),
and D. Linn Wiley, President and CEO of the Bank (the "Executive").

Whereas,  the Bank's Board of Directors has  determined  that it is  appropriate to reinforce and encourage the
continued  attention  and  dedication  of members of the Bank's  Senior  Management  Committee,  including  the
Executive,  to their assigned duties without distraction in potentially  disturbing  circumstances arising from
the  possibility  of a Change in Control (as  defined  herein) of CVB  Financial  Corporation  (the  "Company")
directly or indirectly the Bank, a wholly owned subsidiary of the Company; and

Whereas,  this Agreement sets forth the compensation  which the Bank agrees it will pay to the Executive upon a
Change in Control and termination of the Executive's employment,

Now,  therefore,  in consideration of theses premises and the mutual covenants and agreements  contained herein
and to induce  the  Executive  to remain  employed  by the Bank and to  continue  to exert his best  efforts on
behalf of the Bank, the parties agree as follows:

1.  Compensation Upon a Change in Control.

In the event that a Change in Control occurs during the employment of the Executive and
(i)      the  Executive's  employment  is terminated by the Company or the Bank or any successor to the Company
         or the Bank other than for Cause (as defined  herein)  within one (1) year of the  completion  of such
         Change in Control; or
(ii)     the  Executive  terminates or resigns  Executive's  employment  for a Good Reason (as defined  herein)
         within one (1) year of the completion of such Change in Control;
the  Executive  shall receive an amount equal to two times the  Executive's  annual base  compensation  for the
last calendar year ended immediately  preceding the Change in Control,  plus two times the average annual bonus
received  for the last two  calendar  years ended  immediately  preceding  the Change in Control.  Such amounts
shall be paid in a lump sum,  less  applicable  employment  and payroll  taxes,  within five (5) days after the
effective date of the termination of Executive's employment.

2.  Definitions.

(a)      Change in  Control.  For  purposes  of this  Agreement,  a "Change in  Control"  shall  deemed to have
         occurred if:

(i)      any one person,  or more than one person  acting as a group,  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; provided,  however, it is expressly acknowledged by the Executive that this
                  provision shall not be applicable to any person who is, as of the date of this  Agreement,  a
                  Director of the Company or the Bank;

                  (ii)     a majority of the  members of the  Company's  or the Bank's  Board of  Directors  is
                  replaced  during any 12 month  period by  directors  whose  appointment  for  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 or consolidation  where the holders of the Bank's or the Company's  voting stock  immediately
                  prior to the effective date of such merger or  consolidation  own less than 50% of the voting
                  stock of the entity surviving such merger or consolidation;

(iv)     any one  person,  or more than one person  acting as a group,  acquired  (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;  provided,  however,  transfer  of assets  which  otherwise  would  satisfy the
                  requirements  of this  subsection  (iv) 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 the Company or the Bank;
                           (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 the Company or the Bank; 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 the Bank.

           Not  withstanding  the  foregoing,  a Change in Control  shall not be deemed to occur as a result of
           any transaction which changes the jurisdiction of incorporation of the Company or the Bank.

(b)      Cause.  For  purposes of this  Agreement,  the Bank shall have "Cause" to  terminate  the  Executive's
         employment  and shall not be obligated  to make any  payments  hereunder or otherwise in the event the
         Executive has:

                  (i)      committed a significant  act of  dishonesty,  deceit or breach of fiduciary  duty in
                  the performance of Executive's duties as an employee of the Bank;

(iii)    grossly  neglected  or  willfully  failed  in any way to  perform  substantially  the  duties  of such
                  employment; or

(iv)     acted or failed to act in any other way that  reflects  materially  and  adversely on the Bank. In the
                  event of a  termination  of  Executive's  employment  by the Bank for  Cause,  the Bank shall
                  deliver  to  Executive  at the time the  Executive  is  notified  of the  termination  of his
                  employment  a  written   statement   setting  forth  in  reasonable   detail  the  facts  and
                  circumstances  claimed by the Bank to provide a basis for the  termination of the Executive's
                  employment for Cause.

         (c)      Good Reason.  For purposes of this Agreement, "Good Reason" means:
                  (i)      the Executive's then current level of annual base salary is reduced;

(ii)     there  is any  reduction  in the  employee  benefit  coverage  provided  to the  Executive  (including
                  pension, profit sharing, deferred compensation,  life insurance and health insurance, but not
                  including  incentive  bonuses) from the coverage  levels in effect  immediately  prior to the
                  Change in Control, unless that Company or the Bank provide substantially  equivalent employee
                  benefits to the Executive;

(iii)    the Executive  suffers a material  diminution of Executive's  title,  authority,  position,  reporting
                  relationship, responsibilities or offices;

(iv)     there is a  relocation  of the  Executive's  principal  business  office by more than fifty (50) miles
                  from its existing location; or

                  (v)      the  Company or the Bank fail to obtain  assumption  of any  employment  relating to
                  Executive by any successor or assign of the Bank; provided,  however, that termination by the
                  Executive for Good Reason must be made in good faith.

3.  Term.

This agreement shall terminate,  except to the extent that any obligation of the Bank hereunder  remains unpaid
as of such time, upon the earliest of:

(i)      the  termination  of the  Executive's  employment  from the Bank for any reason if a Change in Control
         has not occurred prior to the date of such termination;

(ii)     three (3) years from the date hereof if a Change in Control has not occurred during such period;

(iii)    the  termination of Executives'  employment from the Bank for Cause within one (1) year after a Change
         in Control;

(iv)     one (1)  year  after a  Change  in  Control  if  Executive  is  still  employed  with  the Bank or its
         successor; or

(v)      after a Change in Control of the  Company or the Bank upon  satisfaction  of all of the  Company's  or
         the Bank's obligations hereunder.

4.  No Obligation to Mitigate Damages; No Effect on Other Contractual Rights.

(a)      The  Executive  shall not be required to mitigate  damages or the amount of any payment  provided  for
         under this  Agreement by seeking other  employment  or otherwise,  nor shall the amount of any payment
         provided  for under this  Agreement  be reduced by any  compensation  earned by the  Executive  as the
         result of employment by another  employer after the effective date of  Termination,  or otherwise,  by
         his engagement as a consultant or his conduct of any other business activities.

(b)      The  provisions  of this  Agreement,  and any payment  provided  for  hereunder,  shall not reduce any
         amounts  otherwise  payable,  or in any way diminish the Executive's  existing rights, or rights which
         would  accrue  solely as a result of the  passage of time,  under any  employment  agreement  or other
         plan,  arrangement or deferred  compensation  agreement,  except as otherwise  agreed to in writing by
         the Bank and the Executive.

5.  Successor to the Bank.

(a)      The Bank will require any  successor or assign  (whether  direct or indirect by purchase or otherwise)
         to all or substantially  all of the business and/or assets of the Bank, by written  agreement with the
         Executive,  to assume and agree to perform this Agreement in full. As used in this  Agreement,  "Bank"
         shall mean the Bank as herein  before  defined  and any  successor  or assign to its  business  and/or
         assets as  aforesaid  which  executes and  delivers  the  agreement  provided for in this section 5 or
         which  otherwise  becomes  bound by all the terms and  provisions  of this  Agreement by operations of
         law.  Notwithstanding  the  assumption  of this  Agreement  by a  successor  assign of the Bank,  if a
         Change in Control (as defined in section 2 (a) above) has occurred,  the  Executive  shall have and be
         entitled from such successor to all rights under section 1 of this Agreement.

(b)      If the Executive  should die while any amounts are still payable to him  hereunder,  all such amounts,
         unless  otherwise  provided  herein,  shall be paid in accordance  with the terms of this Agreement to
         the  Executive's  devisee,  legatee,  or other  designee  or,  if there  be no such  designee,  to the
         Executive's  estate. This Agreement shall,  therefore,  insure to the benefit of and be enforceable by
         the Executive's personal and legal  representatives,  executors,  administrators,  successors,  heirs,
         distributees, devisees and legatees.

6.  Confidentiality.

The  Executive  shall  retain  in  confidence  any and all  confidential  information  known  to the  Executive
concerning  the Company and the Bank and its business so long as such  information  is not  otherwise  publicly
disclosed.

7.  Legal Fees and Expenses.

The Bank  shall  pay all  legal  fees and  expenses  which the  Executive  may incur as a result of the  Bank's
contesting the validity,  enforceability or the Executive's  interpretation of, or determinations,  under, this
Agreement if the Executive prevails in any such contest or proceeding.

8.  Limitation on Payments.

This Agreement is made expressly  subject to the provision of law codified at 12 U.S.C.  1828 (k) and 12 C.F.R.
Part 359 which regulate and prohibit  certain forms of benefits to Executive.  Executive  acknowledges  that he
understands  these  sections of law and that the Bank's  obligations  to make payments  hereunder are expressly
relieved if such payments violate these sections of law or any successors thereto.

Notwithstanding  any  other  provisions  of this  Agreement,  if the total  amounts  payable  pursuant  to this
Agreement,  together with other payments to which Executive is entitled,  would constitute an "excess parachute
payment"  (as defined in Section  280G of the  Internal  Revenue  Code),  as amended,  such  payments  shall be
reduced,  in such order and manner as the Bank and/or  Resulting  Entity may elect,  (or in the absence of such
elections,  as shall be determined by  Executive),  to the largest amount which may be paid without any portion
of such amount being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code.

9.  Notice.

For purposes of this  Agreement,  notices and all other  communications  provided for in the Agreement shall be
in writing and shall be deemed to have been given when  delivered or mailed by United States  registered  mail,
return receipt requested, postage prepaid as follows:

If the Bank:      Citizens Business Bank
                  701 N. Haven Avenue, Suite 350
                  Ontario, California 91764
                  Attention:  D. Linn Wiley, President and CEO

If to the  Executive:  At the address  below his  signature or such other address as either party may have been
furnished to the other in writing in  accordance  herewith,  except that notices of change of address  shall be
effective only upon receipt.



10.  Validity.

The  invalidity  or  unenforceability  of any  provisions  of this  Agreement  shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in full force and effect.

11.  Counterparts.

This  Agreement  may be executed in one or more  counterparts,  each of which shall be deemed to be an original
but all of which together will constitute one and the same instrument.

12.  Miscellaneous.

No provisions of this  Agreement may be modified,  waived or  discharged  unless such waiver,  modification  or
discharge is agreed to in writing  signed by the  Executive  and the Bank.  No waiver by either party hereto at
any time of any breach by the other party hereto of, or  compliance  with,  any  condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of similar or  dissimilar  provisions or
conditions at the same or any prior to subsequent  time. No agreements or  representations,  oral or otherwise,
express or implied,  with  respect to the subject  matter  hereof have been made by either  party which are not
set forth  expressly in this  Agreement.  This Agreement  shall be governed by and construed in accordance with
the laws of the State of California.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above,

Citizens Business Bank

By:    /s/ George Borba
           George Borba,
           Chairman of the Board


EXECUTIVE: /s/ D. Linn Wiley
               D. Linn Wiley, President and CEO


Address:  701 N. Haven Avenue

City and State:  Ontario, California 91764



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