AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

EXHIBIT 99.1

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

AND

FIRST COASTAL BANCSHARES

FEBRUARY 8, 2007

TABLE OF CONTENTS

Page

ARTICLE I            THE MERGER							2
		Section 1.1.		The Holding Company Merger			2
		Section 1.2.		Closing			2
		Section 1.3.		Effect of the Holding Company Merger			2
		Section 1.4.		Articles of Incorporation; Bylaws			2
		Section 1.5.		Directors and Officers of Surviving Corporation			2
		Section 1.6.		The Bank Merger			2
		Section 1.7.		Reservation of Right to Revise Transaction			3
		Section 1.8.		Additional Actions			3
ARTICLE II            TERMS OF MERGER							3
		Section 2.1.		Common Stock of FCBS			3
		Section 2.2.		Election and Proration Procedures			4
		Section 2.3.		Effect on CVBF Bank Stock			6
		Section 2.4.		Fractional Shares			7
		Section 2.5.		Exchange Procedures			7
		Section 2.6.		Stock Options			8
ARTICLE III            REPRESENTATIONS AND WARRANTIES OF FCBS							8
		Section 3.1.		Organization and Qualification of FCBS and FCBS Bank			9
		Section 3.2.		Articles of Incorporation and Bylaws; Corporate Books and Records			9
		Section 3.3.		Capitalization			9
		Section 3.4.		Subsidiaries			10
		Section 3.5.		Authority			10
		Section 3.6.		No Conflict; Required Filings and Consents			11
		Section 3.7.		Permits; Compliance With Law			12
		Section 3.8.		Financial Statements; Regulatory Reports			12
		Section 3.9.		Regulatory Matters			13
		Section 3.10.		Absence of Certain Changes or Events			14
		Section 3.11.		Employee Benefit Plans			14
		Section 3.12.		Labor and Other Employment Matters			15
		Section 3.13.		Transactions with Interested Persons			16
		Section 3.14.		Material Contracts			16

TABLE OF CONTENTS
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		Section 3.15.		Litigation			17
		Section 3.16.		Environmental Matters			17
		Section 3.17.		Intellectual Property			17
		Section 3.18.		Taxes			18
		Section 3.19.		Insurance			20
		Section 3.20.		Properties			20
		Section 3.21.		Derivative Transactions			20
		Section 3.22.		Loans; Nonperforming and Classified Assets			21
		Section 3.23.		Allowance for Loan and Lease Losses			21
		Section 3.24.		Fiduciary Accounts; Trust Powers			21
		Section 3.25.		Books and Records			21
		Section 3.26.		Opinion of Financial Advisor			21
		Section 3.27.		Brokers			21
		Section 3.28.		No Other Merger or Business Combination Agreements			22
		Section 3.29.		Disclosure			22
ARTICLE IV            REPRESENTATIONS AND WARRANTIES OF CVBF							22
		Section 4.1.		Organization and Qualification; Subsidiaries			22
		Section 4.2.		Articles of Incorporation and Bylaws; Corporate Books and Records			22
		Section 4.3.		Capitalization			22
		Section 4.4.		Significant Subsidiaries			23
		Section 4.5.		Authority			23
		Section 4.6.		No Conflict; Required Filings and Consents			23
		Section 4.7.		Litigation			24
		Section 4.8.		Permits; Compliance With Law			24
		Section 4.9.		SEC Filings; Financial Statements; Regulatory Reports			24
		Section 4.10.		Regulatory Matters			26
		Section 4.11.		Absence of Certain Changes or Events			26
		Section 4.12.		Transactions with Interested Persons			26
		Section 4.13.		Material Contracts			26
		Section 4.14.		Environmental Matters			27
		Section 4.15.		Intellectual Property			27

TABLE OF CONTENTS
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		Section 4.16.		Taxes			28
		Section 4.17.		Insurance			28
		Section 4.18.		Properties			29
		Section 4.19.		Allowance for Loan and Lease Losses			29
		Section 4.20.		No Other Merger or Business Combination Agreements			29
		Section 4.21.		Ownership of FCBS Stock			29
		Section 4.22.		No Brokers			29
		Section 4.23.		Books and Records			29
		Section 4.24.		Disclosure			29
ARTICLE V            MUTUAL COVENANTS OF THE PARTIES							29
		Section 5.1.		Reasonable Best Efforts			29
		Section 5.2.		Fairness Hearing and Proxy Statement			30
		Section 5.3.		Public Announcements			31
		Section 5.4.		Appropriate Actions; Consents; Filings			31
		Section 5.5.		Tax Treatment of the Holding Company Merger			32
		Section 5.6.		Notification of Certain Matters			32
		Section 5.7.		Dividends			32
ARTICLE VI            COVENANTS OF FCBS							33
		Section 6.1.		Conduct of Business by FCBS Pending the Closing			33
		Section 6.2.		Access to Information; Confidentiality			36
		Section 6.3.		No Solicitation of Acquisition Proposals			36
		Section 6.4.		Accounting			38
		Section 6.5.		Control of FCBS’ Business			38
		Section 6.6.		Affiliates			38
		Section 6.7.		Estoppel Letters			39
		Section 6.8.		Noncompetition/Nonsolicitation Agreements			39
		Section 6.9.		FCBS Benefit Plans			39
		Section 6.10.		Transaction Expenses			39
		Section 6.11.		Shareholder Meeting and Approval			39
		Section 6.12.		Excluded Loans			39
		Section 6.13.		Net Issue Exercise			39

TABLE OF CONTENTS
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ARTICLE VII            COVENANTS OF CVBF							39
		Section 7.1.		Conduct of Business by CVBF Pending the Closing			39
		Section 7.2.		Reservation and Issuance of CVBF Common Stock			40
		Section 7.3.		Listing			40
		Section 7.4.		Employee Benefit Matters			40
		Section 7.5.		Indemnification			41
		Section 7.6.		Severance Arrangements			43
ARTICLE VIII            CONDITIONS TO THE OBLIGATIONS OF BOTH PARTIES TO CONSUMMATE THE HOLDING                                      COMPANY MERGER							43
		Section 8.1.		Conditions to Obligations of Each Party Under This Agreement			43
ARTICLE IX            CONDITIONS TO OBLIGATIONS OF FCBS							44
		Section 9.1.		Conditions to Obligations of FCBS			44
ARTICLE X            CONDITIONS TO OBLIGATIONS OF CVBF							45
		Section 10.1.		Conditions to Obligations of CVBF			45
ARTICLE XI            TERMINATION, AMENDMENT AND WAIVER							46
		Section 11.1.		Termination			46
		Section 11.2.		Effect of Termination			48
ARTICLE XII            GENERAL PROVISIONS							50
		Section 12.1.		Non-Survival of Representations and Warranties			50
		Section 12.2.		Notices			50
		Section 12.3.		Certain Definitions			51
		Section 12.4.		Terms Defined Elsewhere			57
		Section 12.5.		Fees and Expenses			59
		Section 12.6.		Headings			59
		Section 12.7.		Interpretation			59
		Section 12.8.		Severability			60
		Section 12.9.		Entire Agreement			60
		Section 12.10.		Assignment			60
		Section 12.11.		No Third Party Beneficiaries			60
		Section 12.12.		Mutual Drafting			60
		Section 12.13.		Governing Law			60

TABLE OF CONTENTS
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		Section 12.14.		Specific Performance			60
		Section 12.15.		Waiver			60
		Section 12.16.		Amendment			61
		Section 12.17.		Force Majeure			61
		Section 12.18.		Counterparts			61

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

     AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of February 8, 2007 (this “Agreement”), by and between CVB Financial Corp., a California corporation (“CVBF”), and First Coastal Bancshares, a California corporation (“FCBS”).

     WHEREAS, FCBS operates as a one-bank holding company for its wholly-owned Subsidiary, First Coastal Bank, a national banking association (“FCBS Bank”);

     WHEREAS, CVBF operates as a one-bank holding company for its wholly-owned Subsidiary, Citizens Business Bank, a California banking corporation (“CVBF Bank”);

     WHEREAS, the respective Boards of Directors of CVBF and FCBS deem it advisable and in the best interests of their respective corporations and shareholders to effect the acquisition of FCBS and FCBS Bank by CVBF and CVBF Bank, subject to the terms and conditions herein, by means of a merger (the “Holding Company Merger”) of FCBS with and into CVBF in accordance with the Agreement of Merger, in the form of Exhibit A hereto (the “Agreement of Merger”) and in accordance with the applicable provisions of the California General Corporation Law (the “CGCL”);

     WHEREAS, the Holding Company Merger is intended to qualify as a tax-free reorganization within the meaning of the provisions of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to the exchange of FCBS Stock for shares of CVBF common stock and cash to be issued in connection with the Holding Company Merger;

     WHEREAS, as an inducement for each party to enter into this Agreement, each of the FCBS directors listed on Schedule 1 hereto and the FCBS Shareholder listed on Schedule 2 hereto (collectively, the “FCBS Affiliated Shareholders”), who have the power to vote the number of the issued and outstanding shares of voting stock of FCBS set forth opposite their names on Schedule 1 and Schedule 2 , respectively, have executed and delivered to CVBF, voting agreements in the form of Exhibit B-1 and Exhibit B-2 respectively (each a “Voting Agreement” and collectively, the “Voting Agreements”), providing that, among other things, FCBS Affiliated Shareholders will, subject to the terms and conditions therein, vote their FCBS Shares, in favor of the Holding Company Merger;

     WHEREAS, as an inducement for CVBF to enter into this Agreement, each of the directors of FCBS identified on Schedule 3 , has executed and delivered to CVBF an agreement in the form of Exhibit C-1 (each, a “Noncompetition/Nonsolicitation Agreement” and collectively, the “Noncompetition/Nonsolicitation Agreements”) hereto providing, that, among other things, such Person will, following the Holding Company Merger, subject to the terms and conditions therein, refrain from competing with the Surviving Corporation and the Surviving Bank or soliciting customers or prospective customers from the Surviving Bank, as the case may be; and

     WHEREAS, as an inducement for CVBF to enter into this Agreement, the director of FCBS identified on Schedule 4 , has executed and delivered to CVBF an agreement in the form of Exhibit C-2 hereto (a “Nonsolicitation Agreement”) providing, that, among other things, such Person will, following the Holding Company Merger, subject to the terms and conditions therein, refrain from soliciting customers or prospective customers from the Surviving Bank.

     NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I
The Merger

      Section 1.1. The Holding Company Merger . Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the CGCL, at the Effective Time, FCBS shall be merged with and into CVBF. As a result of the Holding Company Merger, the separate corporate existence of FCBS shall cease and CVBF shall continue as the surviving corporation of the Holding Company Merger (sometimes referred to as the “Surviving Corporation”) pursuant to the laws of the State of California.

      Section 1.2. Closing . The consummation of the Holding Company Merger (the “Closing”) shall take place as soon as reasonably practicable but in no event later than the tenth (10 ^th ) Business Day immediately after: (i) the satisfaction or waiver of the conditions set forth in Articles VIII, IX and X, respectively (excluding conditions that, by their nature, cannot be satisfied until, but will be satisfied or waived as of, the Closing Date) and (ii) the expiration of the time period for determining which FCBS Shares are eligible to be Perfected Dissenting Shares as provided in Section 1302 of the CGCL, unless this Agreement has been theretofore terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties hereto (the actual date of the Closing being referred to herein as the “Closing Date”). The Closing shall be held at the offices of Manatt, Phelps & Phillips, LLP, 11355 W. Olympic Blvd., Los Angeles, CA 90064, unless another place is agreed to in writing by the parties hereto. On the Closing Date, the parties hereto shall cause the Holding Company Merger to be consummated by filing a copy of the Agreement of Merger with the Secretary of State of California, duly executed, together with the officers’ certificates prescribed by Section 1103 of the CGCL. The Holding Company Merger shall become effective on the Closing Date when the Agreement of Merger and officers’ certificates have been duly filed with the Secretary of State of California (the date and time of such filing, or if another date and time is specified in such filing, such specified date and time, being the “Effective Time”).

      Section 1.3. Effect of the Holding Company Merger . At the Effective Time, the effect of the Holding Company Merger shall be as provided in the provisions of the CGCL. Without limiting the generality of the foregoing, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of FCBS and CVBF shall vest in the Surviving Corporation, and all debts, liabilities and duties of FCBS and CVBF shall become the debts, liabilities and duties of the Surviving Corporation.

      Section 1.4. Articles of Incorporation; Bylaws . At the Effective Time, the Articles of Incorporation and Bylaws of the Surviving Corporation shall be the Articles of Incorporation and Bylaws of CVBF as they exist immediately before the Effective Time, and in each case until thereafter changed or amended as provided therein or pursuant to applicable Law.

      Section 1.5. Directors and Officers of Surviving Corporation . At the Effective Time, the officers and directors of the Surviving Corporation shall be the officers and directors of CVBF.

      Section 1.6. The Bank Merger . CVBF and FCBS anticipate that, immediately after the Effective Time, FCBS Bank will merge with and into CVBF Bank (the “Bank Merger”) with CVBF Bank surviving (the “Surviving Bank”). The Bank Merger shall occur at such time after the Effective

Time of the Holding Company Merger, and pursuant to the Agreement of Bank Merger in the form of Exhibit D hereto (the “Agreement of Bank Merger”) or such other agreement as CVBF shall determine, in CVBF’s sole discretion.

      Section 1.7. Reservation of Right to Revise Transaction . Subject to FCBS’ prior written consent (which consent shall not be unreasonably withheld), CVBF may change the method of effecting the Holding Company Merger and the Bank Merger to the extent permitted by applicable Law; provided , however , that no such change shall (a) adversely alter or change the amount or form of the Merger Consideration to be paid to the FCBS Shareholders, (b) materially impede or delay the consummation of the Holding Company Merger or (c) adversely affect the tax treatment of the FCBS Shareholders as a result of receiving the Merger Consideration.

      Section 1.8. Additional Actions . If, at any time after the Effective Time, CVBF shall consider or be advised that any further deeds, assignments or assurances or any other acts are necessary or desirable to (a) vest, perfect or confirm, of record, or otherwise, in CVBF its right, title, or interest in, to or under any of the rights, properties or assets of FCBS or (b) otherwise carry out the purposes of this Agreement, FCBS hereby grants to CVBF an irrevocable power of attorney, to the extent permitted by law, effective following the Effective Time, to execute and deliver all such deeds, assignments or assurances and to do all acts necessary or desirable to vest, perfect or confirm title and possession to such rights, properties or assets in CVBF and otherwise carry out the purposes of this Agreement. The officers and directors of CVBF are authorized in the name of FCBS to take any and all such actions following the Effective Time.

ARTICLE II
Terms of Merger

      Section 2.1. Common Stock of FCBS . Subject to Sections 2.2 and 2.4, each share of FCBS Stock issued and outstanding immediately prior to the Effective Time shall, without any further action on the part of FCBS or the holders of such shares, be treated on the basis set forth herein.

      Section 2.1.1 Conversion of FCBS Stock . At the Effective Time, pursuant to the Agreement of Merger, each outstanding share of FCBS Stock, excluding any Perfected Dissenting Shares or shares of FCBS Stock held by CVBF or CVBF Bank (other than those held in a fiduciary capacity or as a result of debts previously contracted), shall, without any further action on the part of FCBS or the holders of any such shares, be automatically cancelled and cease to be an issued and outstanding share of FCBS Stock and be converted, at the election of the holder, into:

          (a) a number of shares of CVBF Common Stock equal to the Per Share Stock Consideration (such quotient, the “Exchange Ratio”); or

          (b) cash in the amount of the Per Share Cash Consideration.

      Section 2.1.2 Transfer Books . At the Effective Time, the stock transfer books of FCBS shall be closed as to holders of FCBS Stock immediately prior to the Effective Time and no transfer of FCBS Stock by any such holder shall thereafter be made or recognized. If, after the Effective Time, certificates are properly presented in accordance with Section 2.5 of this Agreement to the Exchange Agent, such certificates shall be canceled and exchanged for certificates representing the number of whole shares of CVBF Common Stock, if any, and/or a check representing the amount of cash, if any, into which the FCBS Stock represented thereby was converted in the Holding Company Merger, plus any payment for a fractional share of CVBF Common Stock.

      Section 2.2. Election and Proration Procedures .

      Section 2.2.1 Election Forms and Types of Elections . An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCBS Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent in such form as CVBF and FCBS shall mutually agree (“Election Form”)) shall be mailed concurrently with or within five (5) Business Days of, the mailing of the Proxy Statement by FCBS, or on such other date as FCBS and CVBF shall mutually agree (“Mailing Date”) to each holder of record of FCBS Stock as of the date for determining shareholders entitled to vote at the FCBS shareholder meeting or on such other date as CVBF and FCBS shall mutually agree (“Election Form Record Date”). CVBF shall make available one or more Election Forms as may be reasonably requested by all Persons who become holders (or Beneficial Owners) of FCBS Stock after the Election Form Record Date and prior to the Election Deadline (as defined herein), and FCBS shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the Beneficial Owner through appropriate and customary documentation and instructions) to elect (an “Election”) either (i) to receive CVBF Common Stock (a “Stock Election”) with respect to all of such holder’s FCBS Stock, or (ii) to receive cash (a “Cash Election”) with respect to all of such holder’s FCBS Stock, or (iii) to receive CVBF Common Stock with respect to a specified number of shares of FCBS Stock (a “Combination Stock Election”) and to receive cash with respect to a specified number of shares of FCBS Stock (a “Combination Cash Election”). Any FCBS Stock (other than Perfected Dissenting Shares) with respect to which the holder (or the Beneficial Owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.

      Section 2.2.2 Proper and Timely Election . Any Election shall have been properly made and effective only if the Exchange Agent shall have actually received a properly completed Election Form by 5:00 p.m. on the business day prior to the date of the FCBS Shareholder Meeting or such other time and date as CVBF and FCBS may mutually agree (the “Election Deadline”). An Election Form shall be deemed properly completed only if an Election is indicated for each share of FCBS Stock covered by such Election Form and if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of FCBS Stock covered by such Election Form, together with duly executed transmittal materials included in or required by the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of FCBS Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly made with respect to such shares on or before the Election Deadline, and CVBF shall cause the certificates representing such shares of FCBS Stock to be promptly returned without charge to the Person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any decisions of CVBF and FCBS required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither CVBF nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

      Section 2.2.3 Payment and Proration . As promptly as practicable but no later than five (5) Business Days after the Effective Time, CVBF shall cause the Exchange Agent to effect the allocation

among the holders of FCBS Stock of rights to receive CVBF Common Stock or cash in the Holding Company Merger in accordance with the Election Forms as follows:

          (a) if the aggregate number of shares of FCBS Stock as to which Stock Elections and Combination Stock Elections shall have effectively been made results in the issuance of CVBF Common Stock pursuant to the Holding Company Merger that would have an aggregate value which exceeds, and is not approximately equal to, the Stock Amount based on the Exchange Ratio (assuming all other shares of FCBS Stock receive the Per Share Cash Consideration), then:

               (i) Each holder of FCBS Stock who made an effective Cash Election or Combination Cash Election shall receive the Per Share Cash Consideration;

               (ii) All Undesignated Shares shall be deemed to have made Cash Elections; and

               (iii) A stock proration factor (the “Stock Proration Factor”) shall be determined by dividing (1) the maximum number of shares of FCBS Stock which can make a Stock Election and Combination Stock Election to equal the Stock Amount based on the Exchange Ratio by (2) the number of shares of FCBS Stock with respect to which effective Stock Elections and Combination Stock Elections were made. Each holder of FCBS Stock who made an effective Stock Election or Combination Stock Election shall be entitled to:

                    (1) the number of shares of CVBF Common Stock equal to the product of (x) the Exchange Ratio, multiplied by (y) the number of shares of FCBS Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) the Stock Proration Factor, and

                    (2) cash in an amount equal to the product of (x) the Per Share Cash Consideration, multiplied by (y) the number of shares of FCBS Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) one minus the Stock Proration Factor.

          (b) if the aggregate number of shares of FCBS Stock as to which Stock Elections and Combination Stock Elections shall have effectively been made results in the issuance of CVBF Common Stock pursuant to the Holding Company Merger that would have an aggregate value which is less than, and not approximately equal to, the Stock Amount based on the Exchange Ratio (assuming all other shares of FCBS Stock other than shares of FCBS Stock held by CVBF or CVBF Bank receive the Per Share Cash Consideration), then:

               (i) Each holder of FCBS Stock who made an effective Stock Election or Combination Stock Election shall receive the number of shares of CVBF Common Stock equal to the product of the Exchange Ratio multiplied by the number of shares of FCBS Stock covered by such Stock Election or Combination Stock Election;

               (ii) The Exchange Agent shall select by lot such number of holders of Undesignated Shares (other than holders of Undesignated Shares who voted against the Holding Company Merger or gave notice in writing that the holder dissents as required by Chapter 13 of the CGCL prior to the meeting of shareholders to be held pursuant to Section 6.11) to receive CVBF Common Stock as shall be necessary so that the shares of CVBF Common Stock to be received by those holders, when combined with the number of shares for which a Stock Election or Combination Stock Election has been made shall be approximately equal to the Stock Amount. If all of said Undesignated Shares plus all shares as to which Stock Elections and Combination Stock Elections have been made together would

result in the issuance of CVBF Common Stock with a value which is less than, and not approximately equal to, the Stock Amount, then:

               (iii) A cash proration factor (the “Cash Proration Factor”) shall be determined by dividing (1) the maximum number of shares of FCBS Stock which can make a Stock Election and Combination Stock Election to equal the Stock Amount based on the Exchange Ratio by (2) the number of shares of FCBS Stock with respect to which effective Cash Elections and Combination Cash Elections were made. Each holder of FCBS Stock who made an effective Cash Election or Combination Cash Election shall be entitled to:

                    (1) cash equal to the product of (x) the Per Share Cash Consideration, multiplied by (y) the number of shares of FCBS Stock covered by such Cash Election or Combination Cash Election, multiplied by (z) the Cash Proration Factor, and

                    (2) the number of shares of CVBF Common Stock equal to the product of (x) the Exchange Ratio, multiplied by (y) the number of shares of FCBS Stock covered by such Cash Election or Combination Cash Election, multiplied by (z) one minus the Cash Proration Factor.

      Section 2.2.4 Calculations . Any calculation of a portion of a share of CVBF Common Stock shall be rounded to the nearest ten-thousandth of a share, and any cash payment shall be rounded to the nearest cent. For purposes of this Section 2.2, the shares of FCBS Stock for which CVBF Common Stock is to be issued as consideration in the Holding Company Merger shall be deemed to be “approximately equal” to the Stock Amount if such number is within 5,000 shares of CVBF Common Stock of such amount.

      Section 2.2.5 Perfected Dissenting Shares . The Perfected Dissenting Shares shall not be converted into the Per Share Stock Consideration or the Per Share Cash Consideration, but shall, after the Effective Time of the Holding Company Merger, be entitled only to such rights as are granted them by Chapter 13 of the CGCL. Each dissenting shareholder who is entitled to payment for his or her shares of FCBS Stock shall receive such payment in an amount as determined pursuant to Chapter 13 of the CGCL.

      Section 2.2.6 Shares Held by CVBF or CVBF Bank . Shares of FCBS Stock held by CVBF or CVBF Bank, if any (other than those held in a fiduciary capacity or as a result of debts previously contracted), shall be canceled and no consideration shall be issued in exchange therefor.

      Section 2.2.7 Adjustments to Exchange Ratio . The Exchange Ratio shall be subject to proportionate adjustments in the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of CVBF Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities through any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other like change in CVBF’s capitalization.

      Section 2.3. Effect on CVBF Bank Stock . On the Effective Time, each outstanding share of CVBF Bank Stock shall remain an outstanding share of CVBF Bank Stock and shall not be converted or otherwise affected by the Holding Company Merger.

      Section 2.4. Fractional Shares . No fractional shares of CVBF Common Stock shall be issued in the Holding Company Merger. In lieu thereof, each holder of FCBS Stock who would otherwise be entitled to receive a fractional share shall receive an amount in cash equal to the product (calculated to

the nearest hundredth) obtained by multiplying (a) the Weighted Average Closing Price times (b) the fraction of the share of CVBF Common Stock to which such holder would otherwise be entitled. No such holder shall be entitled to dividends or other rights in respect of any such fraction.

      Section 2.5. Exchange Procedures .

      Section 2.5.1 As of the Effective Time, CVBF shall have deposited with the Exchange Agent for the benefit of the holders of shares of FCBS Stock, for exchange in accordance with this Section 2.5 through the Exchange Agent, certificates representing the shares of CVBF Common Stock issuable pursuant to Section 2.1 in exchange for shares of FCBS Stock outstanding immediately prior to the Effective Time, and funds in an amount not less than the amount of cash payable pursuant to Section 2.1 and payable as cash in lieu of fractional shares of CVBF Common Stock which would otherwise be issuable in connection with Section 2.1 hereof but for the operation of Section 2.4 of this Agreement (collectively, the “Exchange Fund”).

      Section 2.5.2 After completion of the application procedures set forth in Section 2.2, each holder of a certificate (“Certificate”) formerly representing FCBS Stock (other than Perfected Dissenting Shares) who surrenders or has surrendered such certificate (or customary affidavits and indemnification regarding the loss or destruction of such certificate) together with duly executed transmittal materials included in or required by the Election Form, to the Exchange Agent shall, upon acceptance thereof be entitled to a certificate representing CVBF Common Stock and/or cash into which the shares of FCBS Stock shall have been converted pursuant hereto, as well as cash in lieu of any fractional shares of CVBF Common Stock to which such holder would otherwise be entitled. In the event a certificate is surrendered representing FCBS Stock, the transfer of ownership of which is not registered in the transfer records of FCBS, a certificate representing the proper number of shares of CVBF Common Stock and cash may be issued to a transferee if the Certificate representing such FCBS Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.5, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of CVBF Common Stock and cash as contemplated by this Section 2.5. Notwithstanding anything to the contrary set forth herein, if any holder of FCBS Stock should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder may deliver in lieu thereof such bond in form and substance and with surety reasonably satisfactory to CVBF Bank and shall be entitled to receive the certificate representing the proper number of shares of CVBF Common Stock and cash in accordance with Sections 2.1 and 2.4 hereof.

      Section 2.5.3 No dividends or other distributions declared or made with respect to CVBF Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of CVBF Common Stock represented thereby and no cash shall be paid to any such holder pursuant to Section 2.1 or Section 2.4 until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of CVBF Common Stock issued in exchange thereof, without interest, (i) at the time of such surrender, the amount of any cash to which such holder is entitled pursuant to Section 2.1 and Section 2.4 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of CVBF Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of CVBF Common Stock.

      Section 2.5.4 All cash payments and shares of CVBF Common Stock issued upon the surrender for exchange of FCBS Stock in accordance with the terms hereof (including any cash paid pursuant to Section 2.4) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of FCBS Stock, and there shall be no further registration of transfers on the stock transfer books of the Surviving Bank of the shares of FCBS Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to CVBF for any reason, they shall be canceled and exchanged as provided in this Agreement.

      Section 2.5.5 Any portion of the Exchange Fund which remains undistributed to the shareholders of FCBS following the passage of six months after the Effective Time shall be delivered to CVBF, upon demand, and any shareholders of FCBS who have not theretofore complied with this Section 2.5 shall thereafter look only to CVBF for payment of their claim for CVBF Common Stock and cash, and any cash in lieu of fractional shares of CVBF Common Stock and any dividends or distributions with respect to CVBF Common Stock.

      Section 2.5.6 Neither CVBF or FCBS shall be liable to any holder of shares of FCBS Stock for such shares (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

      Section 2.5.7 The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of CVBF Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares of CVBF Common Stock for the account of the Persons entitled thereto.

      Section 2.5.8 Certificates surrendered for exchange by any Person constituting an “Affiliate” of FCBS for purposes of Rule 144(a) under the Securities Act shall not be exchanged for certificates representing whole shares of CVBF Common Stock until CVBF has received a written agreement from such Person as provided in Section 6.6.

      Section 2.6. Stock Options . Subject to the terms of the FCBS Stock Option Plan, each Person who holds one or more options to purchase FCBS Stock shall be permitted to exercise any options granted under the FCBS Stock Option Plan, prior to the Effective Time, in accordance with the terms of the FCBS Stock Option Plan. Any options not exercised prior the Effective Time and the FCBS Stock Option Plan shall terminate upon the Effective Time in accordance with the terms of the FCBS Stock Option Plan, and the optionees shall receive from FCBS in cash, in consideration thereof, the difference between the Per Share Cash Consideration and the exercise price of the FCBS Stock Option (each an “Option Payment” and in the aggregate, the “Option Payments”).

ARTICLE III
Representations and Warranties of FCBS

     Except as set forth in a confidential disclosure schedule delivered by FCBS to CVBF prior to the execution of this Agreement (the “FCBS Confidential Disclosure Schedule”), which identifies exceptions by specific section references, FCBS hereby represents and warrants to CVBF as follows:

      Section 3.1. Organization and Qualification of FCBS and FCBS Bank . FCBS is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California, and is a registered bank holding company under the BHCA. FCBS Bank is a national bank duly organized, validly existing and in good standing under the laws of the United States and is authorized by the OCC to conduct a general banking business. Each of FCBS and FCBS Bank has the

requisite corporate power and authority and all necessary Governmental Approvals to own, lease and operate its respective properties and to carry on its business as it is now being conducted. Each of FCBS and FCBS Bank is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that would not, individually or in the aggregate, have a Material Adverse Effect with respect to FCBS.

      Section 3.2. Articles of Incorporation and Bylaws; Corporate Books and Records . Copies of FCBS’ Articles of Incorporation, as amended (the “FCBS Articles”), and Bylaws, as amended (the “FCBS Bylaws”) have been furnished to CVBF and are complete and correct copies thereof as in effect on the date hereof. FCBS is not in violation of any of the provisions of the FCBS Articles or FCBS Bylaws. True and complete copies of all minute books of FCBS and FCBS Bank, containing minutes of meetings held and actions taken by their respective Boards of Directors or any committees thereof during the period from January 1, 2004 to the date hereof, have been made available by FCBS to CVBF.

      Section 3.3. Capitalization .

          (a) As of the date hereof, the authorized capital stock of FCBS consists of (i) 10,000,000 shares of FCBS Stock, no par value per share, of which (x) 114,827 shares of FCBS Stock are issued and outstanding, all of which are validly issued, fully paid, nonassessable and free of preemptive rights, and (y) 24,390 shares of FCBS Stock are issuable (and such number is reserved for issuance) upon exercise of options issued under the FCBS Stock Option Plan (the “FCBS Options”) outstanding as of the date hereof (the “FCBS Option Shares”), and (ii) 5,000,000 shares of preferred stock of which no shares are issued and outstanding. All of the issued and outstanding shares of capital stock or other equity securities of FCBS have been issued in compliance with all applicable federal and state securities laws.

          (b) Except for FCBS Options, there are no (i) options, warrants, preemptive rights, or other rights, agreements, arrangements or commitments of any character to which FCBS or FCBS Bank is a party or by which FCBS or FCBS Bank is bound relating to the issued or unissued capital stock or other Equity Interests of FCBS or FCBS Bank, or (ii) securities convertible into or exchangeable for such capital stock or other Equity Interests, or obligating FCBS or FCBS Bank to issue or sell any shares of its capital stock or other Equity Interests, or (iii) securities convertible into or exchangeable for such capital stock of, or other Equity Interests in, FCBS or FCBS Bank. Section 3.3(b) of the FCBS Confidential Disclosure Schedule contains a true and complete list of the name of each holder of FCBS Options, the prices at which outstanding FCBS Options are exercisable, the plan or agreement pursuant to which such FCBS Options were issued and the number of FCBS Option Shares outstanding at each such price. All of FCBS Option Shares, upon their issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights.

          (c) Except for the Voting Agreements, and except as set forth in Section 3.3(c) of the FCBS Confidential Disclosure Schedule, there are no outstanding contractual obligations of FCBS or FCBS Bank (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (iv) requiring the registration for sale of, or (v) granting any preemptive or antidilutive right with respect to, any shares of FCBS or FCBS Bank or any capital stock of, or other Equity Interests in, FCBS or FCBS Bank.

          (d) Neither FCBS nor FCBS Bank has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or that are convertible into or exercisable for securities having the right to vote) with the shareholders of FCBS on any matter.

          (e) Neither FCBS nor FCBS Bank has currently in effect any shareholder rights plan or “poison pill”.

      Section 3.4. Subsidiaries .

          (a) Except as set forth in Section 3.4 of the FCBS Confidential Disclosure Schedule, FCBS has no Subsidiaries other than FCBS Bank and FCBS Bank has no Subsidiaries. Except as set forth in Section 3.4 of the FCBS Confidential Disclosure Schedule, FCBS owns all of the issued and outstanding capital stock of FCBS Bank, free and clear of any pledges, security interests, options, liens, claims, or other encumbrances of any kind (collectively, the “Liens”). All of the issued and outstanding shares of capital stock of FCBS Bank have been duly authorized, validly issued, fully paid and are non-assessable and are owned by FCBS. There are no outstanding contractual obligations of FCBS or FCBS Bank to make any investment in FCBS Bank or any other Person. FCBS Bank has (i) no arrangements or commitments obligating it to issue shares of any of its capital stock or any securities convertible into or having the right to purchase shares of any of its capital stock or (ii) any bonds, debentures, notes or other obligations outstanding that entitle the holders thereof to vote (or that are convertible into or exercisable for securities having the right to vote) on any matters on which its shareholders may vote. True and complete copies of FCBS Bank’s Articles of Association, Bylaws or equivalent organizational documents have been delivered to CVBF. FCBS Bank is not in violation of its organizational documents.

          (b) Except for securities and other interests held in a fiduciary capacity and Beneficially Owned by third parties or taken in consideration of debts previously contracted and ownership in FCBS Bank, FCBS does not own beneficially, directly or indirectly any Equity Interest or similar instrument of any Person or any interest in any partnership or joint venture of any kind.

          (c) The deposit accounts of FCBS Bank are insured by the Federal Deposit Insurance Corporation in the manner and to the maximum extent provided by applicable Law, and FCBS Bank has paid all deposit insurance premiums and assessments required by applicable Law and regulation.

      Section 3.5. Authority .

          (a) FCBS has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the Agreement of Merger and the consummation by FCBS of the transactions contemplated hereby and thereby have been duly and validly authorized by action of FCBS (other than the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding FCBS Shares entitled to vote thereon and the filing of the Agreement of Merger). This Agreement has been, and the Agreement of Merger will be, duly and validly executed and delivered by FCBS and, assuming the due authorization, execution and delivery hereof by CVBF, constitutes a legal, valid and binding obligation of FCBS, enforceable against FCBS in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (regardless of whether such enforceability is considered in equity or at Law).

          (b) By resolutions duly adopted at a meeting of FCBS Board duly called and held on February 8, 2007, by the affirmative vote of FCBS Board required to do so pursuant to the FCBS Articles and the applicable provisions of the CGCL, FCBS Board has duly (i) declared this Agreement advisable and determined that the transactions contemplated hereby (including the Holding Company Merger) are fair to and in the best interests of FCBS and its shareholders, (ii) approved and adopted this Agreement by the unanimous vote of the members of FCBS Board, and (iii) resolved to recommend that the shareholders of FCBS vote for the approval of the Agreement (the “FCBS Board Approval”). A true and correct copy of such resolutions, certified by FCBS’s corporate secretary, has been furnished to CVBF and none of such resolutions has been rescinded or revoked, in whole or in part, or modified in any way. The affirmative vote of the holders of a majority of the issued and outstanding shares of FCBS Stock is necessary to approve this Agreement (and the Holding Company Merger) on behalf of FCBS. No other vote of FCBS Shareholders is required by Law, the FCBS Articles or FCBS Bylaws or otherwise to adopt this Agreement and to approve the Holding Company Merger.

          (c) FCBS Bank has all necessary corporate power and authority to execute and deliver the Agreement of Bank Merger, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of the Agreement of Bank Merger and the consummation by FCBS Bank of the transactions contemplated thereby have been duly and validly authorized by action of FCBS Bank. The Agreement of Bank Merger, when duly and validly executed and delivered by FCBS Bank, will constitute a legal, valid and binding obligation of FCBS Bank, enforceable against FCBS Bank in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights, to general equitable principles (regardless of whether such enforceability is considered in equity or at law) and to 12 U.S.C. 1818(b)(6)(D).

      Section 3.6. No Conflict; Required Filings and Consents .

          (a) Except as set forth in Section 3.6(a) of the FCBS Confidential Disclosure Schedule, (i) the execution and delivery of this Agreement and the Agreement of Merger by FCBS, and (ii) the execution and delivery of the Agreement of Bank Merger by FCBS Bank, do not, and the performance of this Agreement and the transactions contemplated hereby and thereby (including the Holding Company Merger and the Bank Merger) by FCBS and FCBS Bank, as the case may be, will not, (A) conflict with or violate any provision of the FCBS Articles or FCBS Bylaws or any equivalent organizational document of FCBS Bank, (B) conflict with or violate any Law applicable to FCBS or FCBS Bank or by which any property or asset of FCBS or FCBS Bank is bound or affected (assuming that all consents, approvals, authorizations and permits described in Section 3.6(b) have been obtained and all filings and notifications described in Section 3.6(b) have been made and any waiting periods thereunder have terminated or expired), or (C) require any consent or approval under, result in any breach of or any loss of any benefit under, result in the acceleration of any payment under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of FCBS or FCBS Bank pursuant to, any FCBS Material Contract (as defined in Section 3.14 herein), FCBS Permits or other material instruments or obligations.

          (b) (i) The execution and delivery of this Agreement and the consummation of the Holding Company Merger by FCBS and (ii) the execution and delivery of the Agreement of Bank Merger and the consummation of the Bank Merger by FCBS Bank, do not, and the performance by FCBS of its obligations under this Agreement and the performance by FCBS Bank of its obligations under the Agreement of Bank Merger will not, require any consent, approval, authorization or permit of,

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or filing with or notification to, any Governmental Entity, except as set forth in Section 3.6(b) of the FCBS Confidential Disclosure Schedule. FCBS has no knowledge of any reason why all Government Approvals required for consummation of the Holding Company Merger and the Bank Merger will not be obtained on a timely basis.

      Section 3.7. Permits; Compliance With Law .

          (a) Each of FCBS and FCBS Bank is in possession of all material authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Entity necessary for it to own, lease and operate its properties or to carry on its business substantially in the manner as it is being conducted (the “FCBS Permits”), and all such FCBS Permits are valid, and in full force and effect and, to FCBS’ knowledge, no suspension or cancellation of any of them is threatened.

          (b) None of FCBS or FCBS Bank is in default or violation of, (i) any Law applicable to FCBS or FCBS Bank or by which any material property or asset of FCBS or FCBS Bank is bound or affected or (ii) any FCBS Permits.

          (c) FCBS Bank received a rating of “Satisfactory” in its most recent examination for compliance with the Community Reinvestment Act of 1977, as amended (“Community Reinvestment Act”).

      Section 3.8. Financial Statements; Regulatory Reports .

          (a) Except as set forth in a list (the “FCBS Filings List”), since January 1, 2004, FCBS and FCBS Bank, have each filed all reports, returns, registrations and statements (such reports and filings referred to as “FCBS Filings”), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDIC, (b) the OCC, (c) the FRB, and (d) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a Material Adverse Effect. No administrative actions have been taken or orders issued in connection with such FCBS Filings. As of their respective dates, each of such FCBS Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and (z) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such FCBS Filings fairly presented the financial position of FCBS and was prepared in accordance with generally accepted accounting principles accepted in the United States of America or banking regulations consistently applied, except as stated therein, during the periods involved, and except where any misstatement or omission would not make the statements therein, in light of the circumstances under which they were made, misleading. FCBS has furnished CVBF with true and correct copies of all FCBS Filings filed by FCBS since January 1, 2004.

          (b) FCBS has previously furnished to CVBF a copy of the Financial Statements of FCBS and a copy of each management letter or other letters delivered by FCBS in connection with the Financial Statements of FCBS as relating to the internal controls of FCBS since January 1, 2004. FCBS’ Financial Statements (including, in each case, any notes and schedules thereto) were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, or, in the case of interim consolidated financial statements, where information and footnotes contained in such financial statements are not required to

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be in compliance with GAAP), and in each case such consolidated financial statements fairly presented in all material respects, the consolidated financial position, results of operations and cash flows of FCBS and FCBS Bank as of the respective dates thereof and for the respective periods covered thereby (subject, in the case of unaudited statements, to normal year-end adjustments which did not and which are not expected to, individually or in the aggregate, have a Material Adverse Effect with respect to FCBS).

          (c) Except as and to the extent adequately provided for, in the aggregate, on the FCBS Financial Statement (the “FCBS Balance Sheet”), neither FCBS nor FCBS Bank has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, except for liabilities or obligations (i) incurred in the ordinary course of business since September 30, 2006 that would not, individually or in the aggregate, have a Material Adverse Effect with respect to FCBS, or (ii) incurred or provided for in, or as contemplated by, this Agreement.

          (d) Each of FCBS and FCBS Bank has filed all material documents and reports relating to each of FCBS and FCBS Bank required to be filed with the FRB and the OCC, or any other Governmental Entity having jurisdiction over its business or any of its assets or properties (each a “Regulatory Authority” and collectively, the “Regulatory Authorities”). All such reports conform in all material respects with the requirements promulgated by such Regulatory Authorities.

          (e) FCBS and FCBS Bank maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Neither FCBS nor, to FCBS’ knowledge, FCBS’ independent auditors or any employee of FCBS or FCBS Bank has identified or been made aware of (i) any fraud, whether or not material, that involves FCBS’ or FCBS Bank’s management or other employees who have a role in the preparation of financial statements or the internal controls used or utilized by FCBS or FCBS Bank or (ii) any claim or allegation regarding any of the foregoing.

      Section 3.9. Regulatory Matters . Except as may otherwise be set forth in Section 3.9 of the FCBS Confidential Disclosure Schedule, neither FCBS nor FCBS Bank (i) is, directly or indirectly, party or subject to any order, decree, agreement, memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, or supervisory letter from, any Regulatory Authority or (ii) has been advised by, or has any knowledge of facts which are reasonably expected to give rise to an advisory notice by, any Regulatory Authority that such Regulatory Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any order, decree, agreement, memorandum of understanding, commitment letter, supervisory letter or similar submission. Except as set forth on Section 3.9 of the FCBS Confidential Disclosure Schedule, all compliance or corrective action relating to FCBS or FCBS Bank required by Regulatory Authorities having jurisdiction over FCBS or FCBS Bank has been taken. Each of FCBS and FCBS Bank has paid all assessments made or imposed by and required to have been heretofore paid to any Regulatory Authority.

      Section 3.10. Absence of Certain Changes or Events .

          (a) Since September 30, 2006, except as specifically contemplated by, or as disclosed in, this Agreement or Section 3.10 of the FCBS Confidential Disclosure Schedule, each of FCBS and FCBS Bank has conducted its business in the ordinary course consistent with past practice and has not taken any action that would have been prohibited by Section 6.1 if taken after the date of this Agreement.

          (b) Since September 30, 2006, except as set forth in Section 3.10 of the FCBS Confidential Disclosure Schedule, there has not been any Material Adverse Effect with respect to FCBS or an event or development that is expected, individually or in the aggregate, to have a Material Adverse Effect with respect to FCBS.

      Section 3.11. Employee Benefit Plans .

          (a) Section 3.11(a) of the FCBS Confidential Disclosure Schedule lists, as of the date hereof, each and every Benefit Plan pertaining to FCBS and its ERISA Affiliates (each a “FCBS Benefit Plan”). There have been made available to CVBF true, complete and correct copies of (i) all plan documents, trust agreements, summary plan descriptions and material communications with employees and plan participants for each such written FCBS Benefit Plan and a written summary of each FCBS Benefit Plan that is not in writing, (ii) the three (3) most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each FCBS Benefit Plan required to make such a filing, (iii) the most recent actuarial valuation for each FCBS Benefit Plan, if any, that is subject to Title IV of ERISA or that otherwise provides benefits accounted for by actuarial valuation, (iv) the most recent financial statements for each FCBS Benefit Plan that is funded, (v) the most recent determination letter issued by the Internal Revenue Service (the “IRS”) for each FCBS Benefit Plan that is intended to be qualified under Section 401(a) of the Code, and (vi) any material communications received from or sent to the IRS or the U.S. Department of Labor relating to any FCBS Benefit Plan.

          (b) Except as set forth in Section 3.11(b) of the FCBS Confidential Disclosure Schedule, (i) none of FCBS Benefit Plans is a “multiemployer plan” as such term is defined in Section 3(37) of ERISA (“Multiemployer Plan”); (ii) there has been no “prohibited transaction,” as such term is defined in Section 406 of ERISA and Section 4975 of the Code (“Prohibited Transaction”) with respect to any FCBS Benefit Plan, which could reasonably be expected to result in any material liability of FCBS or FCBS Bank; (iii) all FCBS Benefit Plans are in material compliance with the requirements prescribed by any and all statutes (including ERISA and the Code), orders, or governmental rules and regulations currently in effect with respect thereto (including all applicable requirements for notification to participants or the U.S. Department of Labor, the Pension Benefit Guaranty Corporation (the “PBGC”), the IRS or Secretary of the Treasury); (iv) FCBS and FCBS Bank have performed their respective obligations required to be performed by them under, are not in material default under or violation of, and have no knowledge of any material default or violation by any other party to, each FCBS Benefit Plan; (v) each FCBS Benefit Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code, including all amendments thereto, is the subject of a favorable determination letter from the IRS covering qualification under all changes in the Code except for changes with respect to which the applicable remedial amendment period has not expired, and, to FCBS’ knowledge, nothing has occurred that may reasonably be expected to impair such determination; (vi) all contributions required to be made to any FCBS Benefit Plan pursuant to Section 412 of the Code, or the terms of FCBS Benefit Plan or any collective bargaining agreement, have been made on or before their due dates; (vii) all obligations in respect of each FCBS Benefit Plan have been properly accrued and reflected in FCBS’ most recent financial statements contained in FCBS’ SEC

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Filings; (viii) with respect to each FCBS Benefit Plan, no “reportable event” within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; and (ix) neither FCBS nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any material liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course).

          (c) Except as set forth in Section 3.11(c) of the FCBS Confidential Disclosure Schedule, no amount that could be received (whether in cash or property or the vesting of property), as a result of the consummation of the transactions contemplated by this Agreement, by any employee, officer or director of FCBS or FCBS Bank who is a “disqualified individual” (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any FCBS Benefit Plan could be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code).

          (d) Except as required by Law or as set forth in Section 3.11(d) of the FCBS Confidential Disclosure Schedule, no FCBS Benefit Plan promises or provides any retiree or post-employment medical, disability, life insurance or other retiree welfare benefits to any person. No FCBS Benefit Plan is a voluntary employee benefit association under Section 501(a)(9) of the Code. FCBS and each ERISA Affiliate are in material compliance with (i) the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations thereunder and any similar state law and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations thereunder.

          (e) Neither FCBS nor FCBS Bank maintains, sponsors, contributes or has any liability with respect to any employee benefit plan, program or arrangement that provides benefits to non-resident aliens with no U.S. source income outside of the United States.

          (f) Except as set forth in Section 3.11(f) of the FCBS Confidential Disclosure Schedule, neither FCBS nor FCBS Bank has (i) granted to any person an interest in a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) which interest has been or, upon the lapse of a substantial risk of forfeiture with respect to such interest, will be subject to tax imposed by Section 409A(a)(1)(B) or (b)(4)(A) of the Code or (ii) modified the terms of any nonqualified deferred compensation plan in a manner that could cause an interest previously granted under such plan to become subject to the tax imposed by Section 409A(a)(1)(B) or (b)(4)(A) of the Code.

      Section 3.12. Labor and Other Employment Matters .

          (a) FCBS and FCBS Bank are in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours. Except as set forth in Section 3.12(a) of the FCBS Confidential Disclosure Schedule, none of FCBS or FCBS Bank is a party to any collective bargaining or other labor union contract applicable to persons employed by FCBS or FCBS Bank, and no collective bargaining agreement or other labor union contract is being negotiated by FCBS or FCBS Bank. There is no labor dispute, strike, slowdown or work stoppage against FCBS or FCBS Bank pending or, to the knowledge of FCBS, threatened. To FCBS’ knowledge, no employee of FCBS or FCBS Bank is, in any material respect, in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by

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FCBS or FCBS Bank because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.

          (b) FCBS has identified in Section 3.12(b) of the FCBS Confidential Disclosure Schedule and has made available to CVBF true and complete copies of (i) all employment agreements that FCBS or FCBS Bank has with any directors, officers or employees of or consultants to FCBS or FCBS Bank, (ii) all FCBS Severance Arrangements, and (iii) all Change in Control Arrangements. Except as set forth in Section 3.12(b) of the FCBS Confidential Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the Holding Company Merger or the Bank Merger by FCBS will (either alone or in conjunction with any other event, such as termination of employment) (A) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director, officer, employee or consultant of FCBS or FCBS Bank from FCBS or from FCBS Bank, (B) increase any benefits otherwise payable or (C) result in any acceleration of the time of payment or vesting of any material benefits, under or pursuant to any such employment agreements or Severance Arrangements or Change in Control Arrangements. No individual who is a party to any such employment agreement or a party to or covered by any such Severance Arrangements or Change in Control Arrangements has terminated his or her employment or has been terminated, nor, to FCBS’ knowledge, has any event occurred, other than the transactions contemplated by this Agreement, that has given or could be reasonably expected to give rise to a severance obligation on the part of FCBS under any such agreement or arrangement.

      Section 3.13. Transactions with Interested Persons . Except as disclosed in Section 3.13 of the FCBS Confidential Disclosure Schedule, no officer, director, employee or affiliate of FCBS or FCBS Bank nor, to FCBS’ knowledge, any member of the immediate family of any such officer, director, employee or affiliate, is presently a party to any transaction with FCBS or FCBS Bank of the type or involving an amount that would require such transaction to be disclosed pursuant to Item 404 of SEC Regulation S-K if FCBS Stock were registered under the Securities Exchange Act of 1934, as amended.

      Section 3.14. Material Contracts . Except as set forth in Section 3.14 of the FCBS Confidential Disclosure Schedule, none of FCBS or FCBS Bank is a party to or bound by any Contract that (a) is a “material contract” (as such term is defined in Item 601(b)(10) of SEC Regulation S-K), (b) would prohibit or materially delay the consummation of the Holding Company Merger or the Bank Merger or any of the transactions contemplated by this Agreement, (c) would entitle any present or former director, officer employee or agent of FCBS or FCBS Bank to indemnification from FCBS or FCBS Bank, (d) gives rise to any payment of more than $50,000 per annum and is not terminable without cause on 90 days or less written notice by FCBS or other party thereto, (e) limits the ability of FCBS or FCBS Bank from competing in any line of business, in any geographic area or with any Person, or which requires referrals of business or requires FCBS or FCBS Bank to offer products or services of any other Person on a priority or exclusive basis, or (f) gives rise to any benefits to any other Person as a result of the consummation of the Holding Company Merger or the Bank Merger (collectively, “FCBS Material Contracts”). Each FCBS Material Contract is valid and binding on FCBS or FCBS Bank (as the case may be) that is a party thereto and, to FCBS’ knowledge, each other party thereto, and is in full force and effect, and FCBS or FCBS Bank that is a party thereto has performed all of its obligations required to be performed by it to the date hereof under each such FCBS Material Contract and, to FCBS’ knowledge, each other party to each FCBS Material Contract has in all respects performed all obligations required to be performed by it under such FCBS Material Contract, except as would not, individually or in the aggregate, have a Material Adverse Effect with respect to FCBS. None of FCBS or FCBS Bank has received any written notice of any violation or default under (or any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any FCBS Material Contract.

      Section 3.15. Litigation . Except as set forth in Section 3.15 of the FCBS Confidential Disclosure Schedule, (a) there are no suits, claims, actions, proceedings or investigations pending or, to the knowledge of FCBS, threatened against FCBS or FCBS Bank or which FCBS or FCBS Bank has initiated, or for which FCBS or FCBS Bank is obligated to indemnify a third party and (b) neither FCBS nor FCBS Bank is subject to any outstanding and unsatisfied order, writ, injunction, decree or arbitration ruling, award or other finding. There is no suit, claim, action, proceeding or investigation pending or, to the knowledge of FCBS, threatened against FCBS or FCBS Bank that challenges the validity or propriety, or seeks to prevent consummation of, the Holding Company Merger or the Bank Merger.

      Section 3.16. Environmental Matters .

          (a) Except as would not, individually or in the aggregate, have a Material Adverse Effect with respect to FCBS, to FCBS’ knowledge, FCBS and FCBS Bank (i) is in compliance with all, and is not subject to any liability with respect to any, applicable Environmental Laws, (ii) holds or has applied for all Environmental Permits necessary to conduct its current operations, and (iii) is in compliance with its respective Environmental Permits.

          (b) None of FCBS or FCBS Bank has received any written notice, demand, letter, claim or request for information alleging that FCBS or FCBS Bank may be in violation of, or liable under, any Environmental Law.

          (c) None of FCBS or FCBS Bank (i) has entered into or agreed to any consent decree or order or is subject to any judgment, decree or judicial order relating to (A) compliance with Environmental Laws or Environmental Permits or (B) the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials and no investigation, litigation or other proceeding is pending or, to the knowledge of FCBS, threatened with respect thereto, or (ii) is an indemnitor in connection with any claim threatened or asserted in writing by any third-party indemnitee for any liability under any Environmental Law or relating to any Hazardous Materials.

          (d) None of the real property owned or leased by FCBS or FCBS Bank is listed or, to the knowledge of FCBS, proposed for listing on the “National Priorities List” under CERCLA, as updated through the date hereof, or any similar state or foreign list of sites requiring investigation or cleanup.

          (e) To the knowledge of FCBS, there are no past or present conditions, circumstances, or facts that are reasonably expected to (i) interfere with or prevent continued compliance by FCBS or FCBS Bank with Environmental Laws and the requirements of Environmental Permits, (ii) give rise to any liability or other obligation under any Environmental Laws, or (iii) form the basis of any claim, action, suit, proceeding, or investigation against or involving FCBS or FCBS Bank based on or related to any Environmental Law.

      Section 3.17. Intellectual Property . Each of FCBS and FCBS Bank owns or has a valid license to use all FCBS Intellectual Property necessary to carry on its business substantially as currently conducted. Neither FCBS nor FCBS Bank has received any notice of infringement of or conflict with, and to FCBS’ knowledge, there are no infringements of or conflicts with, the rights of others with respect to the use of any Intellectual Property. Section 3.17 of the FCBS Confidential Disclosure Schedule sets forth a list of all of FCBS Intellectual Property.

      Section 3.18. Taxes .

          (a) (i) Each of FCBS and FCBS Bank has duly filed on a timely basis with the appropriate Tax authorities or other appropriate Governmental Entities all material Tax Returns required to be filed by or on behalf of them or the affiliated group(s) of which any of them is or was a member in all jurisdictions in which such Tax Returns are required to be filed (after giving effect to any valid extensions of time in which to make such filings), and all such Tax Returns were true, complete and correct in all respects, except as would not, individually or in the aggregate, have a Material Adverse Effect with respect to FCBS; (ii) all Taxes due and payable by or on behalf of FCBS and FCBS Bank, either directly, as part of an affiliated group Tax Return, as a successor or transferee, or otherwise, have been fully and timely paid, except to the extent adequately reserved therefor on the balance sheet for FCBS and FCBS Bank, and adequate reserves or accruals for Taxes have been provided in the balance sheet for FCBS and FCBS Bank with respect to any period through the date thereof for which Tax Returns have not yet been filed or for which Taxes are not yet due and owing; and (iii) no agreement, waiver or other document or arrangement extending or having the effect of extending the period for assessment or collection of Taxes (including, but not limited to, any applicable statute of limitations) has been executed or filed with any Tax authority or other Governmental Entity by or on behalf of FCBS or FCBS Bank or any affiliated group(s) of which any of them is or was a member.

          (b) Each of FCBS and FCBS Bank has complied in all material respects with all applicable Laws, rules and regulations relating to the payment and withholding of Taxes and has duly and timely withheld from employee salaries, wages and other compensation and has paid over to the appropriate Tax authorities or other Governmental Entity all amounts required to be so withheld and paid over for all periods under all applicable Laws. The withholding practices of FCBS and FCBS Bank have not been challenged by any Tax authority or other Governmental Entity and FCBS and FCBS Bank have no reason to believe that any of their withholding practices do not comply with applicable Tax law.

          (c) FCBS has delivered or made available to CVBF complete and correct copies of (i) all income or franchise Tax Returns of FCBS and FCBS Bank relating to all open taxable periods and (ii) any Tax audit report issued within the last three (3) years relating to or with respect to FCBS and FCBS Bank. Neither FCBS nor FCBS Bank is currently under examination or audit by any Tax authority or other Governmental Entity and no Tax authority or other Governmental Entity has informed FCBS or FCBS Bank (in writing or otherwise) that it intends to examine or audit FCBS or FCBS Bank.

          (d) No claim has been made by a Tax authority or other Governmental Entity in a jurisdiction where FCBS or FCBS Bank do not file an income or franchise Tax Return that FCBS or FCBS Bank is or may be subject to taxation by that jurisdiction.

          (e) All deficiencies asserted or assessments made as a result of any examinations by any Tax authority or other Governmental Entity of the Tax Returns of or covering or including FCBS or FCBS Bank have been fully paid. No requests by FCBS or FCBS Bank for a ruling or a determination letter are pending with any Tax authority or other Governmental Entity; and no issue has been raised in writing by any Tax authority or other Governmental Entity in any current or prior examination which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency against either of FCBS or FCBS Bank for any subsequent taxable period that could be material. There are no pending or threatened actions or proceedings for the assessment or collection of taxes against FCBS or FCBS Bank.

          (f) There are no outstanding requests for information relating to Taxes made by a Tax authority or other Governmental Entity to FCBS or FCBS Bank.

          (g) Neither FCBS nor FCBS Bank has been advised by any Tax authority or other Governmental Entity of any proposed reassessments of the value (or other Tax base) of any property owned by such FCBS or FCBS Bank that could increase the amount of a property Tax to which FCBS or FCBS Bank would be subject.

          (h) As of December 31, 2006, neither FCBS nor FCBS Bank had income reportable for a taxable period ending after December 31, 2006, but attributable to a transaction, ( e.g. , an installment sale) occurring in, or a change in accounting method made for a taxable period ending on or before December 31, 2006, that resulted in a deferred reporting of income from such transaction or from such change in accounting method (other than a deferred inter-FCBS transaction).

          (i) All material amounts have been properly computed under the terms of any existing Tax sharing agreements to which either FCBS or FCBS Bank is a party; all payments due to FCBS and FCBS Bank under any such Tax sharing agreements have been made to FCBS or FCBS Bank or will be received by FCBS or FCBS Bank prior to the Closing Date; and there are no amounts due from FCBS or FCBS Bank under such agreements.

          (j) Neither FCBS nor FCBS Bank has distributed to its shareholders or security holders stock or securities of a controlled Subsidiary, nor has stock or securities of FCBS or FCBS Bank been distributed, in a transaction to which Section 355 of the Code applies:

               (i) in the two years prior to the date of this Agreement; or

               (ii) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) that includes the transactions contemplated by this Agreement.

          (k) Neither FCBS nor FCBS Bank has (i) filed a consent pursuant to Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as such term is defined in Section 341(f)(4) of the Code) owned by FCBS or FCBS Bank, (ii) agreed to or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by FCBS or FCBS Bank, or has any knowledge that the Internal Revenue Service has proposed any such adjustment or change in accounting method, or has any application pending with any Tax authority or other Governmental Entity requesting permission for any changes in accounting methods that relate to the business or operations of FCBS or FCBS Bank, or (iii) executed or entered into a closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of state, local or foreign law with respect to FCBS or FCBS Bank.

          (l) Neither FCBS nor FCBS Bank has engaged in a “reportable transaction” within the meaning of Section 1.6011-4 of the Treasury Regulations.

          (m) Neither FCBS nor FCBS Bank has within the last five years been a “United States real property holding corporation” for purposes of Section 897 and Section 1445 of the Code.

          (n) Neither FCBS nor FCBS Bank has any liability for the Taxes of any Person (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or

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foreign law), (ii) as a transferee or successor, or (iii) by contract, except in each case where such liability for Taxes would not, individually or in the aggregate, have a Material Adverse Effect with respect to FCBS.

          (o) There are no Liens as a result of any unpaid Taxes upon any of the assets of FCBS or FCBS Bank other than (i) Liens for Taxes not yet due and payable, and (ii) Liens for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained in accordance with GAAP.

      Section 3.19. Insurance . Section 3.19 of the FCBS Confidential Disclosure Schedule lists policies of liability, property, casualty and other forms of insurance owned or held by FCBS and FCBS Bank, copies of which have previously been made available to CVBF. All such policies are in full force and effect, all premiums due and payable have been paid, and no written notice of cancellation or termination has been received with respect to any such policy and all of such policies, or predecessor policies covering similar risks, have been in full force and effect continuously for at least the past five (5) years. No insurer has advised FCBS or FCBS Bank that it intends to materially reduce coverage or materially increase any premium under any such policy, or that coverage is not available (or that it will contest coverage) for any material claim made against FCBS or FCBS Bank.

      Section 3.20. Properties . Each of FCBS and FCBS Bank has good, marketable and valid title to or a valid leasehold interest in all of its properties and assets reflected on FCBS Balance Sheet or acquired after the date thereof (the “FCBS Property”), except for (a) properties and assets sold or otherwise disposed of in the ordinary course of business since the date of such balance sheet and (b) properties and assets the loss of which would not, individually or in the aggregate, have a Material Adverse Effect with respect to FCBS. Except as set forth in Section 3.20 of the FCBS Confidential Disclosure Schedule, FCBS Property is free and clear of all Liens except (i) Liens for current taxes and assessments not yet due or payable, (ii) pledges to secure deposits and other Liens incurred in the ordinary course of business, and (iii) any Liens that do not materially detract from the value or impair the use of the FCBS Property or assets subject thereto. The FCBS Property is in adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of FCBS and FCBS Bank in the ordinary course of business consistent with past practices. Except as set forth in Section 3.20 of the Disclosure Schedule, all FCBS Property which is material to the business of FCBS and FCBS Bank and is leased or licensed by FCBS or FCBS Bank is held pursuant to leases or licenses which will not terminate or lapse prior to the Effective Time. Section 3.20 of the FCBS Confidential Disclosure Schedule sets forth a list all real property which FCBS or FCBS Bank owns, has a leasehold interest in, or leases to any third party.

      Section 3.21. Derivative Transactions . Section 3.21 of the FCBS Confidential Disclosure Schedule sets forth a list of all Derivative Transactions to which FCBS or FCBS Bank is a party. All Derivative Transactions to which FCBS or FCBS Bank is a party were entered into in the ordinary course of business, consistent with safe and sound banking practices and regulatory guidance, and in accordance in all material respects with the investment, securities, commodities, risk management and other policies, practices and procedures employed by FCBS and FCBS Bank, as applicable. All of such Derivatives Transactions are legal, valid and binding obligations of FCBS or FCBS Bank of FCBS, as the case may be, enforceable in accordance with their terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally), and are in full force and effect. FCBS and FCBS Bank that is a party to any such Derivative Transaction has duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to

perform have accrued; and, to FCBS’ knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder.

      Section 3.22. Loans; Nonperforming and Classified Assets .

          (a) Each Loan on the books and records of FCBS and FCBS Bank was made and has been serviced in all material respects in accordance with their customary lending standards in the ordinary course of business.

          (b) Schedule 3.22 of the FCBS Confidential Disclosure Schedule sets forth a list, as to FCBS and FCBS Bank and as of the latest practicable date prior to the date of this Agreement, of: (i) any non-accrual Loan; (ii) each Loan which has been classified as “substandard,” “doubtful,” “loss” or “special mention” (or words of similar import) by FCBS or FCBS Bank or an applicable Regulatory Authority (it being understood that no representation is being made that the FRB or OCC would agree with the loan classifications established by FCBS or FCBS Bank); (iii) a listing of the Other Real Estate Owned (OREO) acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (iv) each Loan with any director, executive officer or five percent (5%) or greater shareholder of FCBS or FCBS Bank, or to the knowledge of FCBS, any Person controlling, controlled by or under common control with any of the foregoing.

      Section 3.23. Allowance for Loan and Lease Losses . The Allowance for Loan Losses of FCBS and FCBS Bank (“ALL”) is adequate in all material respects as provided under the standards established by applicable Governmental Entities and the Financial Accounting Standards Board.

      Section 3.24. Fiduciary Accounts; Trust Powers . FCBS and FCBS Bank have properly administered in all material respects all accounts for which it acts as a fiduciary, including but not limited to accounts for which it serves as agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable Laws. Neither FCBS nor FCBS Bank, nor any of their respective directors, officers or employees, has committed any breach of trust with respect to any fiduciary account and the records for each such fiduciary account are true and correct and accurately reflect the assets of such fiduciary account. The FCBS Bank does not have or exercise trust powers, including but not limited to, trust administration, and neither it nor any predecessor has exercised such trust powers for a period of at least three (3) years prior to the date hereof.

      Section 3.25. Books and Records . All books and records of FCBS and FCBS Bank have been fully, properly and accurately maintained in material compliance with applicable legal and accounting requirements, and such books and records accurately reflect in all material respects all dealings and transactions in respect of the business, assets, liabilities and affairs of FCBS and FCBS Bank.

      Section 3.26. Opinion of Financial Advisor . FCBS has received from Peacock, Hislop, Staley & Given, Inc. (the “FCBS Financial Advisor”) its opinion, dated February 7, 2007 (the “FCBS Fairness Opinion”), to the effect that, as of such date and based on and subject to the matters set forth in that Opinion, the Merger Consideration is fair, from a financial point of view, to the shareholders of FCBS.

      Section 3.27. Brokers . Except for fees payable to Carpenter & Company, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Holding Company Merger or Bank Merger based upon arrangements made by or on behalf of FCBS or FCBS Bank.

      Section 3.28. No Other Merger or Business Combination Agreements . FCBS does not have any legal obligation, absolute or contingent, to any Person, other than CVBF, to sell, directly or indirectly, FCBS or FCBS Bank or to effect any merger, share exchange, consolidation, business combination, recapitalization, liquidation or other reorganization of FCBS or FCBS Bank or to enter into any agreement with respect thereto.

      Section 3.29. Disclosure . The representations and warranties contained in this Article III, when considered as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained in this Article III not misleading.

ARTICLE IV
Representations and Warranties of CVBF

     Except as set forth in a disclosure schedule delivered by CVBF to FCBS prior to the execution of this Agreement (the “CVBF Confidential Disclosure Schedule”), which identifies exceptions by specific Section references, CVBF hereby represents and warrants to FCBS as follows:

      Section 4.1. Organization and Qualification; Subsidiaries . CVBF is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and is a registered bank holding company under the BHCA. Each of CVBF and CVBF Bank has been duly organized, and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be. Each of CVBF and CVBF Bank has the requisite corporate power and authority and all necessary Governmental Approvals to own, lease and operate its respective properties and to carry on its business as it is now being conducted. Each of CVBF and CVBF Bank is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that would not, individually or in the aggregate, have a Material Adverse Effect with respect to CVBF.

      Section 4.2. Articles of Incorporation and Bylaws; Corporate Books and Records . Except as set forth in Schedule 4.2 of CVBF Confidential Disclosure Schedules, the copies of CVBF’s Articles of Incorporation, as amended (the “CVBF Articles”), and Bylaws, as amended (the “CVBF Bylaws”), that are listed as exhibits to CVBF’s Form 10-K for the year ended December 31, 2005 are complete and correct copies thereof as in effect on the date hereof. CVBF is not in violation of any of the provisions of CVBF Articles or CVBF Bylaws. True and complete copies of all minute books of CVBF and CVBF Bank, containing minutes of meetings held and actions taken by their respective Boards of Directors or any committees thereof during the period from January 1, 2004 to the date hereof, have been made available by CVBF to FCBS.

      Section 4.3. Capitalization . As of the date hereof, the authorized capital stock of CVBF consists of (a) 122,070,312 shares of CVBF Common Stock, of which (i) 84,284,263 are issued and outstanding and all of which are validly issued, fully paid, nonassessable and free of preemptive rights, and (ii) 1,328,906 shares of CVBF Common Stock are issuable (and such number is reserved for issuance) upon exercise of options of CVBF outstanding as of the date hereof and (b) 20,000,000 shares of CVBF Preferred Stock, of which no shares are issued and outstanding. The shares of CVBF Common Stock to be issued in the Holding Company Merger are duly authorized and, if and when so issued, will (i) be validly issued and outstanding, fully paid and nonassessable, (ii) will have been registered under the Securities Act or exempt from the registration provisions thereof, and (iii) will have

been registered or qualified under the Blue Sky Laws of all jurisdictions in which such registration or qualification is so required.

      Section 4.4. Significant Subsidiaries . CVBF has no Significant Subsidiaries other than CVBF Bank and CVBF Bank has no Subsidiaries. Except as set forth in Section 4.4 of CVBF Confidential Disclosure Schedule, CVBF owns all of the issued and outstanding shares of capital stock of CVBF Bank, free and clear of any Liens and all of such shares have been duly authorized, validly issued, fully paid and are non-assessable. True and complete copies of CVBF Bank’s Articles of Incorporation, Bylaws or equivalent organizational documents have been delivered to FCBS. CVBF Bank is not in violation of its respective organizational documents.

      Section 4.5. Authority .

          (a) CVBF has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the Agreement of Merger by CVBF and the consummation by CVBF of the transactions contemplated hereby and thereby have been duly and validly authorized by action of the Board of Directors of CVBF (the “CVBF Board”) and no other corporate action or proceedings on the part of CVBF are necessary to authorize its execution and delivery of this Agreement or its consummation of the transactions contemplated hereby. This Agreement has been and the Agreement