CALIFORNIA INDEPENDENT BANCORP, S-8 POS, 1996-11-26

CALIFORNIA INDEPENDENT BANCORP
S-8 POS, 1996-11-26
STATE COMMERCIAL BANKS

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<PAGE>

As filed with the Securities and Exchange Commission on November 26, 1996

Registration No. 333-09823
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8/A-Amendment No. 1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

CALIFORNIA INDEPENDENT BANCORP
- --------------------------------------------------------------------------------
(Exact name of issuer as specified in its charter)

California 68-0349947
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

1005 Stafford Way, Yuba City, California 95991
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

CALIFORNIA INDEPENDENT BANCORP
1996 STOCK OPTION PLAN
----------------------
(Full title of the plan)

Annette Bertolini
Senior Vice President
California Independent Bancorp
1005 Stafford Way
Yuba City, California 95991
--------------------------------------
(Name and address of agent for service)

(916) 674-4444
- --------------------------------------------------------------------------------
(Telephone number, including area code of agent for service)

The Commission is requested to send copies of all communications to:
David J. Block, Esq.
Leland, Parachini, Steinberg, Flinn, Matzger & Melnick
333 Market Street, 27th Floor
San Francisco, California 94105
Telephone: (415) 957-1800

CALCULATION OF REGISTRATION FEE

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

TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM
TO BE REGISTERED REGISTERED(3) OFFERING PRICE AGGREGATE AMOUNT OF
--------------- ------------ PER SHARE(4) OFFERING PRICE(2) REGISTRATION FEE
----------------- ----------------- ----------------
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 101,337 $22.50 $2,280,082.50 $786.24

</TABLE>

(3) The number of shares to be registered is subject to further increase
pursuant to the adjustment provisions of the 1989 Amended and Restated
Stock Option Plan.

(4) Computed pursuant to Rule 457(h) based upon the average of the high and low
bid and asked prices on August 5, 1996.

<PAGE>

TABLE OF CONTENTS

PAGE
----

GENERAL PLAN INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Amendments and Termination . . . . . . . . . . . . . . . . . . . . . . . 2

SECURITIES TO BE OFFERED . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Adjustment of and Changes in the Shares. . . . . . . . . . . . . . . . . 2

PARTICIPANTS IN THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . 3

PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT
FOR SECURITIES OFFERED . . . . . . . . . . . . . . . . . . . . . . . . . 4
In General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Termination of Employment, or Status as a Director or Officer. . . . . . 5
Death or Disability of Optionee. . . . . . . . . . . . . . . . . . . . . 5

RESTRICTIONS ON RESALE . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

TAX EFFECTS OF PLAN PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . 6
Nonstatutory Stock Options . . . . . . . . . . . . . . . . . . . . . . . 6
Incentive Stock Options. . . . . . . . . . . . . . . . . . . . . . . . . 7

ASSIGNMENT OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

REGISTRATION INFORMATION AND ANNUAL PLAN INFORMATION . . . . . . . . . . . . 8

<PAGE>

PROSPECTUS

CALIFORNIA INDEPENDENT BANCORP
1005 Stafford Way
Yuba City, California 95991
(916) 674-4444

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

Common Stock
(No Par Value)

1996 STOCK OPTION PLAN

This Prospectus relates to 101,337 shares of no par value Common Stock of
California Independent Bancorp (the "Company") issuable upon the exercise of
options under the 1996 Stock Option Plan of the Company (the "Plan") to eligible
directors, employees and officers of the Company and Affiliates(1) of the
Company.

Except for shares owned by directors and officers of the Company and any
other persons who become "affiliates"(2) of the Company by virtue of the
number of shares owned, the shares will be freely transferable immediately
upon issuance and will not be subject to any specific transfer restrictions.
Directors and officers of the Company and other affiliates may offer and sell
securities purchased under the Plan only in transactions registered or exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "1933 Act"). This Prospectus does not meet the 1933 Act registration
requirements for resales of shares acquired under the Plan by affiliates of
the Company; accordingly, this Prospectus cannot be used for the resale of
shares acquired through the Plan by those persons.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

- --------------------
(1) The capitalized term "Affiliate" has the specific meaning set forth in the
Plan. See "DESCRIPTION OF THE PLAN -- Purpose".

(2) Where "Affiliate" is not capitalized, the term has the meaning set forth in
the rules and regulations promulgated under the Securities Act of 1933, as
amended.

The date of this Prospectus is November 26, 1996.

<PAGE>

GENERAL PLAN INFORMATION

INTRODUCTION

The Company is offering for sale up to 101,337 shares of its no par value
common stock (the "Common Stock") in accordance with the terms and conditions of
the Company's 1996 Stock Option Plan (the "Plan"). Participants may obtain
additional information about the Plan and its administration by contacting the
Company at 1005 Stafford Way, Yuba City, California 95991. Telephone: (916)
674-4444.

The Plan was adopted by the Board of Directors of the Company on April 9,
1996, and was approved by the shareholders at the Company's 1996 Annual Meeting
of Shareholders on May 29, 1996. The Plan will expire on April 9, 2006, or ten
years from its adoption by the Company's Board of directors, unless terminated
earlier by the Board of Directors, or a committee of the Board of Directors
appointed to administer the Plan.

The Plan is not subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA").

PURPOSE

The purpose of the Plan is to secure for the Company and its shareholders
the benefits of the incentive inherent in the ownership of Common Stock of the
Company by those directors, officers and employees of the Company and its
Affiliates who share in the responsibility for the Company's future growth and
success. The word "Affiliate" as used in the Plan means any bank or corporation
in an unbroken chain of banks or corporations beginning or ending with the
Company, if at the time of granting of an option, each such bank or corporation
other than the last in that chain owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other banks or corporations in the chain.

ADMINISTRATION

The Plan provides for administration by a committee of the Board of
Directors (the "Committee"), composed of not less than two (2) directors. Each
member of the Committee must qualify as a "disinterested person," as defined in
the regulations of the Securities and Exchange Commission ("SEC") promulgated
under Section 16(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). All of the directors qualify as "disinterested persons" under
SEC regulation 16b-3 and, accordingly, are eligible to serve as members of the
Committee. The Board of Directors has appointed William H. Gilbert, David A.
Offutt, and William K. Retzer as members of the Committee. The Committee has
the power to make all

<PAGE>

determinations necessary or advisable for the administration of the Plan
including, but not limited to, determining which persons meet the requirements
for selection as participants within the framework of the Plan and establishing
the terms and conditions of options granted. The members of the Committee serve
at the pleasure of the Board of Directors.

AMENDMENTS AND TERMINATION

The Board of Directors has complete power and authority to terminate or
amend the Plan; provided, however, that the Board of Directors will not, without
the approval of the shareholders of the Company: (i) materially increase the
benefits accruing to participants under the Plan; (ii) increase the number of
securities which may be issued under the Plan; or (iii) modify the requirements
as to eligibility for participation in the Plan. In addition, the provisions of
the Plan governing the terms and conditions on which options may be granted may
not be amended more than once every six (6) months, other than to comport with
changes in the Internal Revenue Code of 1986, as amended (the "Code"), the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the
rules thereunder. Except as provided in the section on "Adjustment of and
Changes in the Shares" herein, no termination, modification or amendment may
adversely affect any option previously granted under the Plan without the
consent of the optionee.

SECURITIES TO BE OFFERED

The Board of Directors has approved the reservation of 141,955 of the
authorized but unissued shares of Common Stock of the Company for issuance under
the Plan. The Articles of Incorporation of the Company authorize Twenty Million
(20,000,000) shares of Common Stock, of which 1,451,278 shares were issued and
outstanding on June 14, 1996.

In addition, as is discussed in detail below, the shares reserved for
issuance under the Plan may also be adjusted to reflect other events affecting
the outstanding shares of Common Stock, such as a stock split or a change in or
exchange of the shares of stock or other securities of the Company, whether by
reason of reorganization, merger, reclassification of shares or otherwise.

ADJUSTMENT OF AND CHANGES IN THE SHARES

The Plan provides for adjustment in the number of shares of Common Stock
authorized under the Plan or covered by options granted to an optionee to
protect against dilution in the event of certain changes in the Company's
capitalization, such as a stock split or dividend.

2
<PAGE>

In the event of sale, dissolution or liquidation of the Company, or a
merger or consolidation in which the Company is not the surviving or
resulting corporation, the Committee shall have the power to cause the
immediate termination of every option outstanding under the Plan prior to the
consummation of such proposed action. In the event of a merger or
consolidation in which the Company is not the surviving or resulting
corporation (other than a merger or consolidation solely for the purpose of
charter migration), every option outstanding under the Plan shall be assumed
on its terms and conditions, both as to the number of shares and otherwise,
by the surviving or resulting corporation or a parent or subsidiary of the
surviving or resulting corporation; provided, however that if the surviving
or resulting corporation does not provide for such assumption or substitution
of equivalent options, the optionee shall have the right immediately prior to
such merger or consolidation to notification thereof as soon as practicable
and, thereafter, to exercise the optionee's option to purchase the shares
subject thereto to the extent of any vested and unexercised portion of the
option. This right of exercise is conditioned upon the execution of a final
plan of dissolution or liquidation or a definitive agreement of merger or
consolidation.

The grant of an option pursuant to the Plan will not, however, affect in
any way the right or power of the Company to make adjustments, reclassification,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

PARTICIPANTS IN THE PLAN

Options may be granted pursuant to the Plan to full-time employees and
officers of the Company and its Affiliates and to non-employee directors of the
Company. Incentive stock options may only be granted to full-time salaried
employees of the Company and its Affiliates. The aggregate fair market value
(determined at the time the option is granted) of the stock with respect to
which incentive stock options are exercisable for the first time by an optionee
during a calendar year (under all plans of the Company and its Affiliates) shall
not exceed $100,000. Any option not qualifying hereunder will be a nonstatutory
stock option.

Non-employee directors of the Company shall be granted options for 5,300
shares each at the latter of: the date of grant or such time that the
non-employee director has completed ten (10) years of service as a director
of the Company's Affiliate, Feather River State Bank. Shares not granted
pursuant to the formula detailed in the Plan shall be allocated evenly among
the eligible non-employee directors. The grant of shares in any calendar
year for service as a non-employee director in the previous calendar year
shall be defined as an "Annual Grant."

<PAGE>

PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT
FOR SECURITIES OFFERED

IN GENERAL

Each optionee will enter into a stock option agreement with the Company,
which agreement will state the number and purchase price of the shares subject
to the option.

No option may be exercised by any optionee unless and until the optionee
has served continuously as a director or full-time officer or employee for a
period of six (6) months from the date of grant of such option (the "Vesting
Period"), except as otherwise provided below. See "Termination of Employment,
or Status as a Director or Officer," "Death or Disability of Optionee" and
"Adjustment of and Changes in the Shares," herein. Options granted to
non-employee directors shall be exercisable upon the later of the expiration of
six (6) months from the date of grant or such time as such non-employee director
has completed ten (10) years of continuous service as a director of Feather
River State Bank, an affiliate of the Company. All other options granted
pursuant to the Plan shall vest in such manner as determined by resolution of
the Stock Option Committee at the rate of at least twenty percent (20%) per year
up to but not exceeding five (5) years from the date the option is granted;
provided, however, that the Committee may, in its sole discretion, accelerate
the time of exercise of any option. If an incentive stock option is granted to
an optionee who owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company and its affiliates,
such option by its terms shall not be exercisable after the expiration of five
(5) years from the date such option is granted. Each option may be exercised
for a period not exceeding ten (10) years from the date of grant subject to the
vesting provisions herein and to a determination of the Committee that an option
may expire in such lesser period of time as they may determine in their sole
discretion.

The purchase price under each option will be not less than 100% of the fair
market value of the shares of Common Stock subject thereto on the date said
option is granted and must be paid in full at the time the option is exercised
by cash, certified check, official bank check, or the equivalent thereof; or by
shares of Common Stock with a fair market value as of the date of exercise equal
to the purchase price; or by shares of Common Stock with a fair market value as
of the date of exercise less than the full amount of the purchase price plus
cash, certified check, official bank check or the equivalent thereof equal to
the remaining amount of the purchase price. If, however, an optionee who has
been granted an incentive stock option owns stock of the Company possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company and its affiliates, the option price of any option granted
to the optionee may not be less than one hundred ten percent (110%) of the fair
market value of the shares of Common Stock

<PAGE>

subject thereto on the date the option is granted. The fair market value of the
shares of Common Stock subject to options may be determined by the Committee
using any reasonable valuation method.

TERMINATION OF EMPLOYMENT, OR STATUS AS A DIRECTOR OR OFFICER

If an optionee ceases to be an employee, director or officer of the Company
for any reason other than his or her death or disability or cause, the
optionee's right to exercise options to the extent such options were exercisable
by the optionee on the date of such termination will terminate within three (3)
months and one (1) day following such termination, provided the date of exercise
is in no event after the expiration of the term of the option.

If any optionee is removed for cause as defined in the Plan his or her
right to exercise any option previously granted pursuant to the Plan will cease
immediately.

DEATH OR DISABILITY OF OPTIONEE

If an optionee's employment or status as an officer or director is
terminated by death or disability, such optionee or such optionee's qualified
representative (in the event of mental disability) or the optionee's estate (in
the event of death) may exercise any option to the extent the optionee was
entitled to exercise such option on the date of the optionee's death or
disability within twelve (12) months following the date of such death or
disability, provided the actual date of exercise is in no event after the
expiration of the term of the option.

RESTRICTIONS ON RESALE

Shares owned by the directors and certain officers of the Company and its
subsidiaries, as affiliates of the Company, are subject to restrictions on
transfer and resale. Directors, certain officers and other affiliates of the
Company may offer and sell securities purchased under the Plan only in
transactions registered under or exempt from the registration requirements of
the 1993 Act.

The Common Stock of the Company is registered under the 1934 Act.
Accordingly, every officer, director and beneficial owner of more than ten
percent (10%) of the Common Stock of the Company is subject to the short-swing
profit recovery provisions of Section 16(b) of the 1934 Act. Generally, Section
16(b) provides that the Company may recover any profit realized by any of these
persons resulting from any purchase and sale (or sale and purchase) of the
Common Stock of the Company if the transactions occur within a period of less
than six (6) months of one another.

<PAGE>

Directors and officers are cautioned to consult with counsel regarding
their status as affiliates and the application of Section 16(b) to any grant or
exercise of an option and any sales of shares of Common Stock of the Company
within a period of less than six (6) months before or after any such exercise or
grant.

TAX EFFECTS OF PLAN PARTICIPATION

The following summary is intended only as a general discussion and should
not be relied upon by an optionee to determine the tax consequences of the grant
or exercise of any option or the sale of shares acquired after exercise. The
federal tax consequences of stock options are complex and subject to change. In
addition, an optionee's particular situation may be such that some variation of
the general rule is applicable. PARTICIPANTS IN THE PLAN ARE URGED TO CONSULT
WITH THEIR OWN TAX ADVISORS BEFORE EXERCISING OPTIONS OR SELLING SHARES ACQUIRED
BY EXERCISING OPTIONS.

NONSTATUTORY STOCK OPTIONS

An optionee who is granted a nonstatutory option in connection with the
performance of services generally realizes no ordinary income at the time of
grant. In most cases, the optionee will realize compensation income and
consequently be subject to federal income tax at the time the optionee exercises
the option with a cash payment. The optionee must include as ordinary income
the excess, if any, of the fair market value of the stock received over the
exercise price.

A significant exception exists, however, concerning the time as of which an
optionee realizes ordinary income resulting from the exercise of a nonstatutory
option. An optionee will not realize income upon the exercise of the option and
receipt of stock if the stock is not transferable and is subject to a
substantial risk of forfeiture. The optionee will realize income at the moment
either restriction lapses, however. Moreover, for purposes of determining
whether any gain realized upon subsequent sale of the stock will be treated as
long-term or short-term capital gain, the holding period will not begin to run
until the date on which the optionee realizes income attributable to the
exercise of the option. As the amounts included in income are deemed to be
supplementary compensation, the Company must withhold tax with respect to this
income, and will forfeit its deduction if it does not withhold.

The basis for determining gain or loss on the sale of stock received
through the exercise of a nonstatutory option is the amount paid for the stock
plus the amount included in income on the exercise of the option.

Where payment of the option price at exercise is made in whole or in part
through the delivery of shares of stock already owned by the optionee ("Owned
Shares"), further tax considerations apply. Gain or loss will not be recognized
for tax

<PAGE>

purposes upon disposition of Owned Shares delivered in payment of the option
price. A number of shares received on exercise equal to the number delivered
("Exchange Shares") will have the same basis and holding period as the Owned
Shares. Whether the Internal Revenue Service will allow such nontaxable
treatment where the nonstatutory option is exercised with Owned Shares which
were acquired pursuant to the exercise of an incentive stock option is
uncertain. The fair market value of the remaining shares received on exercise
("Additional Shares") is compensation for services and ordinarily is includable
in the gross income of the optionee in the year of exercise. The holding period
for determining capital gain or loss for such Additional Shares generally begins
the day after the exercise date.

INCENTIVE STOCK OPTIONS

An optionee who is granted an incentive stock option realizes no ordinary
income either at the time of the grant or at the time of exercise of the option,
provided that the optionee is an employee of the Company or its Affiliates at
the time of the grant of the option and is in the employ of the Company or its
Affiliates for at least three (3) months prior to the time of exercise of the
option. An optionee will recognize income at the time of sale of the stock
acquired by means of the exercise of an incentive stock option based upon the
spread between the option price and the amount realized upon the sale of stock.

In order to qualify for capital gains treatment upon disposition of stock
following exercise of an incentive stock option, the optionee may not dispose of
the stock for at least two (2) years from the date the option was granted and
must hold the stock itself for at least one year after the exercise of the
option. If these holding periods are not met it is considered to be a
"disqualifying disposition" and the optionee must pay tax at the ordinary income
based upon the spread between the option price and the fair market value of the
stock at the time of exercise in the year of the disqualifying disposition.

Where payment of the option price at exercise is made in whole or in part
through Owned Shares, further tax considerations apply. Gain or loss will not
be recognized for tax purposes upon disposition of Owned Shares delivered in
payment of the option price. Exchange Shares will have the same basis and
holding period as the Owned Shares. The fair market value of the Additional
Shares is compensation for services and ordinarily is includable in the gross
income of the optionee in the year of exercise. The holding period for
determining capital gain or loss for such Additional Shares generally begins the
day after the exercise date.

<PAGE>

ASSIGNMENT OF INTEREST

No option is transferable by the optionee otherwise than by will, the laws
of descent and distribution or pursuant to a qualified domestic relations order
as defined by the Code or Title I of ERISA.

REGISTRATION INFORMATION AND ANNUAL PLAN INFORMATION

Upon the written or oral request of anyone to whom this Prospectus is
delivered, the Company will provide without charge a copy of its latest annual
report to shareholders (which includes audited consolidated financial
statements) and any and all of the information that has been incorporated by
reference into the Registration Statement filed with the Securities and Exchange
Commission, of which this Prospectus is part, under the 1933 Act, as amended,
with respect to the Common Stock offered hereby (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that the
Registration Statement incorporates).

Additional updating information with respect to the securities covered in
this Prospectus may be provided in the future by means of appendices which the
Company will deliver or cause to be delivered to each employee, director or
officer who participates in or is selected to participate in the Plan. When
updated information is so furnished, documents previously delivered to
participants may not be redelivered, but upon the oral or written request of any
participant, the Company will provide without charge to any participant a copy
of all documents that then constitute the Plan Prospectus.

Upon the written or oral request of any participant in the Plan to whom
this Prospectus is delivered, the Company will provide without charge a copy of
any of the following materials: (i) the Bank's or Company's latest Annual
Report to Shareholders, as applicable; (ii) the Bank's or Company's latest
Annual Report on Form 10-K, as applicable; (iii) the latest prospectus filed by
the Company pursuant to Rule 424(b) under the 1933 Act that contains audited
financial statements for the Bank's or Company's latest fiscal year for which
such statements have been filed; or (iv) any effective Exchange Act registration
statement on Form 10 containing audited financial statements for the Bank's or
Company's latest fiscal year.

The Company will deliver or cause to be delivered to all Plan participants
who do not otherwise receive such material or who orally or in writing request
such material, copies of all reports, proxy statements and other communications
distributed to the shareholders of the Company generally.

<PAGE>

All such requests should be directed to the Company at its offices at
1005 Stafford Way, Yuba City, California 95991, Attention: Annette Bertolini,
Corporate Secretary. Telephone: (916) 674-4444.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

The following documents are incorporated herein by reference. In addition,
all documents subsequently filed by the Company pursuant to Sections 13, 14, and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
such documents.

1.1 Description of the Company's Common Stock and other securities
contained in the Company's Amendment No. 2 to Registration Statement
on Form 10, filed with the Securities and Exchange Commission on April
13, 1996, pursuant to Section 12(g) of the Exchange Act.

1.2 California Independent Bancorp Form 10-K for the fiscal year ended
December 31, 1995.

1.3 California Independent Bancorp Form 10-Q for the quarters ended March
31, 1996 and June 30, 1996

1.4 Current Reports on Form 8-K dated June 18, 1996, July 30, 1996, and
October 10, 1996.

Item 4. Description of Securities.

The Common Stock of the Company is registered pursuant to Section 12(g) of
the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Insert any provisions of Articles or Bylaws regarding indemnification.

<PAGE>

The Company shall indemnify its "Agents," as defined in Section 317 of the
California Corporations Code, to the full extent permitted by Section 317, as
amended from time to time, or as permitted by any successor statute to Section
317, and by the Company's Articles of Incorporation.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

4. California Independent Bancorp 1996 Stock Option Plan and form of
Nonstatutory and Incentive Stock Option Agreements.

5. Opinion of Leland, Parachini, Steinberg, Flinn, Matzger & Melnick
as to the validity of securities being registered.

15. Not applicable.

23.1 Consent of Leland, Parachini, Steinberg, Flinn, Matzger & Melnick
is contained in that firm's opinion as Exhibit 5 to this
Registration Statement.

23.2 Consent of Arthur Andersen LLP, independent public accountants
for California Independent Bancorp.

24. Power of Attorney.

99. Not applicable.

Item 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the

<PAGE>

aggregate, represent a fundamental change in the information set forth
in the registration statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
person of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against

<PAGE>

public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and had duly caused this
Amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Yuba City,
State of California, on November 25, 1996.

CALIFORNIA INDEPENDENT BANCORP

By: /s/ Robert J. Mulder
-------------------------------------
Robert J. Mulder
President and Chief
Executive Officer

<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this
November No. 1 to Registration Statement on Form S-8 has been signed by the
following persons in the capacities and on the dates indicated.

* /s/ Robert J. Mulder November 25, 1996
- -------------------------------------------------
ANNETTE BERTOLINI
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

* /s/ Robert J. Mulder November 25, 1996
- -------------------------------------------------
HAROLD M. EASTRIDGE
Director

* /s/ Robert J. Mulder November 25, 1996
- -------------------------------------------------
WILLIAM H. GILBERT
Director

* /s/ Robert J. Mulder November 25, 1996
- -------------------------------------------------
DALE L. GREEN
Director

* /s/ Robert J. Mulder November 25, 1996
- -------------------------------------------------
LAWRENCE G. HARRIS
Director

<PAGE>

* /s/ Robert J. Mulder November 25, 1996
- -------------------------------------------------
ROBERT J. MULDER
President, Chief Executive Officer and Director

* /s/ Robert J. Mulder November 25, 1996
- -------------------------------------------------
DAVID A. OFFUTT
Director

* /s/ Robert J. Mulder November 25, 1996
- -------------------------------------------------
WILLIAM K. RETZER
Director

* /s/ Robert J. Mulder November 25, 1996
- -------------------------------------------------
ROSS D. SCOTT
Director

* /s/ Robert J. Mulder November 25, 1996
- -------------------------------------------------
LOUIS F. TARKE
Director

* /s/ Robert J. Mulder November 25, 1996
- -------------------------------------------------
MICHAEL C. WHEELER
Director

* Pursuant to Power of Attorney

<PAGE>

EXHIBITS

EXHIBIT INDEX

EXHIBIT NO. EXHIBIT
- ----------- -------

4 California Independent Bancorp 1996
Stock Option Plan and form of
Nonstatutory and Incentive Stock
Option Agreements.

5 Opinion of Leland, Parachini,
Steinberg, Flinn, Matzger & Melnick
as to the validity of securities
being registered.

23.1 Consent of Leland, Parachini, *
Steinberg, Flinn, Matzger & Melnick
is contained in that firm's opinion
as Exhibit 5 to this Registration
Statement.

23.2 Consent of Arthur Andersen LLP,
independent public accountants for
California Independent Bancorp

25 Power of Attorney is contained in
the Signatures pages.

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

* Not applicable

<PAGE>

CALIFORNIA INDEPENDENT BANCORP

1996 STOCK OPTION PLAN

INDEX

ARTICLE COMMENCING
NO. DESCRIPTION ON PAGE
- ------- ----------- ----------

1. PURPOSE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

2. ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

3. PARTICIPANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

4. THE SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

5. GRANTS, TERMS AND CONDITIONS OF OPTIONS. . . . . . . . . . . . . . . . .4

6. ADJUSTMENT OF AND CHANGES IN THE SHARES. . . . . . . . . . . . . . . . 12

7. LISTING OR QUALIFICATION OF SHARES . . . . . . . . . . . . . . . . . . 15

8. AMENDMENT AND TERMINATION OF THE PLAN. . . . . . . . . . . . . . . . . 15

9. BINDING EFFECT OF CONDITIONS . . . . . . . . . . . . . . . . . . . . . 16

10. EFFECTIVENESS OF THE PLAN. . . . . . . . . . . . . . . . . . . . . . . 17

11. PRIVILEGES OF STOCK OWNERSHIP; SECURITIES
LAW COMPLIANCE; NOTICE OF SALE. . . . . . . . . . . . . . . . . . 17

12. INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

13. INFORMATION TO OPTIONEES . . . . . . . . . . . . . . . . . . . . . . . 18

<PAGE>

CALIFORNIA INDEPENDENT BANCORP

1996 STOCK OPTION PLAN
-------------------------------------------

o0o
------------------- --------------------

1. PURPOSE

The purpose of this 1996 Stock Option Plan (the "Plan") of California
Independent Bancorp and its Affiliates (hereinafter collectively referred to as
the "Company"), is to secure for the Company and its stockholders the benefits
of the incentive inherent in the ownership of Common Stock of California
Independent Bancorp by those key, full-time employees and officers of the
Company who will share responsibility with management of the Company for its
future growth and success. Options may also be granted to non-employee
directors of the Company.

The word "Affiliate", as used in this Plan, means any bank or
corporation in an unbroken chain of banks or corporations beginning or ending
with the Company, if at anytime, each such bank or corporation other than the
last in that chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one or the other banks or
corporations in the chain.

2. ADMINISTRATION

The following provisions shall govern the administration of the Plan:

(a) The Plan shall be administered by a committee of the Board
of Directors duly appointed by the Board (the "Committee") composed of two (2)
or more directors, each of whom is

<PAGE>

a "disinterested person" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), or successor rule or
regulation, i.e. each Committee member has not, during the one year prior to
service as a Committee member, received the grant of an option under the Plan or
any other plan of the Company, except that participation in a formula plan
meeting the conditions of Rule 16b-3 under the 1934 Act shall not disqualify a
director from being a "disinterested person". The Board of Directors may from
time to time remove members from or add members to the Committee. Vacancies on
the Committee, however caused, shall be filled by the Board of Directors. The
Board of Directors shall designate a Chairman of the Committee from among the
Committee members. Acts of the Committee (i) at a meeting, held at a time and
place and in accordance with rules adopted by the Committee, at which a quorum
of the Committee is present and acting, or (ii) reduced to and approved in
writing by a majority of the members of the Committee, shall be the valid acts
of the Committee.

(b) The Company shall effect the grant of options under the Plan
by execution of instruments in writing in a form approved by the Committee.
Subject to the express terms and conditions of the Plan and the terms of any
option outstanding under the Plan, the Committee shall have full power to
construe the Plan and the terms of any option granted under the Plan, to
prescribe, amend and rescind rules and regulations relating to the Plan or such
options and to make all other determinations necessary

<PAGE>

or advisable for the Plan's administration, including, without limitation, the
power to (i) determine which persons meet the requirements of Section 3 hereof
for selection as participants in the Plan and which persons are considered to be
"employees" for purposes of the Internal Revenue Code of 1986, as amended (the
"Code"), and therefore eligible to receive incentive stock options under the
Plan; (ii) determine to whom of the eligible persons, if any, options shall be
granted under the Plan; (iii) establish the terms and conditions required or
permitted to be included in every option agreement or any amendments thereto,
including whether options to be granted thereunder shall be "incentive stock
options", as defined in the Code, or "nonstatutory stock options"; (iv) specify
the number of shares to be covered by each option; (v) in the event a particular
option is to be an incentive stock option, determine and incorporate such terms
and provisions, as well as amendments thereto, as shall be required in the
judgement of the Board of Directors or the Committee, so as to provide for or
conform such option to any change in any law, regulation, ruling or
interpretation applicable thereto; and (vi) to make all other determinations
deemed necessary or advisable for administering the Plan. The Committee's
determination on the foregoing matters shall be conclusive.

<PAGE>

3. PARTICIPANTS

Participants in the Plan shall be those, non-employee directors,
officers and key, full-time, salaried employees of the Company to whom options
may be granted from time to time by the Committee.

4. THE SHARES

The shares of stock initially subject to options authorized to be
granted under the Plan shall consist of one hundred one thousand three
hundred and thirty-seven (101,337) shares of Common Stock (the "Shares").
The Shares subject to the Plan may be set aside out of the authorized but
unissued shares of Common Stock of the Company not reserved for any other
purpose or out of shares of Common Stock subject to an option which, for any
reason, terminates unexercised as to the Shares.

5. GRANTS, TERMS AND CONDITIONS OF OPTIONS

Options may be granted at any time prior to the termination of the
Plan to non-employee directors, officers and other key, full-time, salaried
employees of the Company who, in the judgment of the Committee, contribute to
the successful conduct of the Company's operation through their judgment,
interest, ability and special efforts, provided, however, that: (i) for
incentive stock options, the aggregate fair market value of the stock
(determined as of the date the option is granted) which is exercisable for the
first time in any calendar year (under all stock option plans of the Company,
its Affiliates or any predecessor of any such corporation) shall not exceed
$100,000;

<PAGE>

(ii) except in the case of termination by death or disability or cause or
cessation of status as a director, as set forth in Section 5(e) below, the
granted option must be exercised by an optionee no later than three (3) months
and one (1) day after any termination of employment or status as a director with
the Company and said employment or status as a director must have been
continuous since the granting of the option. Further, incentive stock options
may only be granted to full-time, salaried employees of the Company.

In addition, options granted pursuant to the Plan shall be subject to
the following terms and conditions:

(a) NUMBER OF SHARES AND GRANT TO NON-EMPLOYEE DIRECTORS.

(i) Each agreement evidencing an option granted under the
Plan shall state the number of Shares subject to the option.

(ii) Each and every non-employee director shall be granted
options to purchase 5,300 Shares upon the terms and conditions as set forth in
this Plan.

(iii) Options granted to non-employee directors under this
Plan shall become fully vested and exercisable at the later of the time of grant
or such time that the optionee completes ten (10) years of service as a director
of Feather River State Bank.

(b) VESTING PERIOD OF OPTIONS. With respect to each option
granted pursuant to Section 5(a) above, each optionee shall agree to remain as a
director and to render his or her

<PAGE>

services for a period of at least six (6) months from the date of grant, but
such agreement shall not impose upon the Company any obligation to retain the
optionee as a director for any period. No option may be exercised by any
optionee unless and until the optionee has served continuously as a director,
officer or employee for a period of six (6) months from the date of grant of
such option (the "Vesting Period"), except as set forth in Sections 5(e) and 6
hereof.

(c) OPTION PRICE. The purchase price (the "Option Price") under
each option shall be not less than one hundred percent (100%) of the fair market
value of the Shares subject thereto on the date the option is granted, as such
value is determined by the Committee. The fair market value of such stock shall
be determined in accordance with any reasonable valuation method, including the
valuation methods described in Treasury Regulation Section 20.2031-2. If,
however, an employee owns stock of the Company possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company,
the option price of any incentive stock option granted to such optionee shall be
not less than one hundred ten percent (110%) of such fair market value at the
time such option is granted.

(d) DURATION AND EXERCISE OF OPTIONS. Except as set forth in
Section 5(a)(iii) as to non-employee directors, each option shall vest in such
manner and at such time at the rate of at least 20% per year up to but not
exceeding five (5) years from the date the option is granted for all
Participants as the Committee

<PAGE>

shall determine in its sole discretion; provided, further, that if an
incentive stock option is granted to an employee owning stock possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company, such option by its terms is not exercisable after the
expiration of five (5) years from the date such option is granted. Each
option may be exercised for a period of up to one hundred twenty (120) months
from the date of grant, subject to the vesting provisions set forth herein
and to a determination of the Committee that an option may expire in such
lesser period of time as they may determine in their sole discretion. The
termination of the Plan shall not alter the maximum duration, the vesting
provisions, or any other term or condition of any option granted prior to the
termination of the Plan.

To the extent the right to purchase Shares has vested under a
Participant's stock option agreement, options may be exercised from time to
time by delivering payment in full at the Option Price for the number of Shares
being purchased by either: (i) cash, certified check, official bank check or
the equivalent thereof acceptable to the Company; or (ii) shares of the
Company's Common Stock with a fair market value on the date of exercise equal to
the Option Price; or (iii) a combination of (i) and (ii) above; together with
written notice to the Secretary of the Company identifying the option or part
thereof being exercised and

<PAGE>

specifying the number of Shares for which payment is being tendered. The
Company shall deliver to the Optionee, which delivery shall be not less than
fifteen (15) days and not more than thirty (30) days after the giving of such
notice, without transfer or issue tax to the Optionee (or other person entitled
to exercise the option) at the principal office of the Company, or such other
place as shall be mutually acceptable, a certificate or certificates for such
Shares dated the date the options were validly exercised; provided, however,
that the time of such delivery may be postponed by the Company for such period
as may be required for it with reasonable diligence to comply with any
requirements of law. If an option covers incentive and nonstatutory stock
options, separate stock certificates shall be issued; one or more for stock
acquired upon exercise of the incentive stock options and one or more for the
stock acquired upon exercise of the nonstatutory stock options.

(e) TERMINATION OF EMPLOYMENT, OR DIRECTOR OR OFFICER STATUS.
Upon the termination of an Optionee's status as an employee, director or officer
of the Company, his or her rights to exercise an option then held shall be only
as follows:

DEATH OR DISABILITY: If an Optionee's employment or status as an
officer or director is terminated by death or disability, such Optionee or such
Optionee's qualified representative (in the event of the Optionee's mental
disability) or the Optionee's estate (in the event of the Optionee's death)
shall have the right for a period of twelve (12) months following

<PAGE>

the date of such death or disability to exercise the option to the extent the
Optionee was entitled to exercise such option on the date of the Optionee's
death or disability, provided the actual date of exercise is in no event after
the expiration of the term of the option.

An Optionee's "estate" shall mean the Optionee's legal
representative or any person who acquires the right to exercise an option by
reason of the Optionee's death.

CAUSE: If an employee or officer is determined by the Board
of Directors to have committed an act of embezzlement, fraud, dishonesty,
breach of fiduciary duty to the Company, or to have deliberately disregarded
the rules of the Company which resulted in loss, damage or injury to the
Company, or if an Optionee makes any unauthorized disclosure of any of the
secrets or confidential information of the Company, induces any client or
customer of the Company to break any contract with the Company or induces
any principal for whom the Company acts as agent to terminate such agency
relations, or engages in any conduct which constitutes unfair competition
with the Company, or if an Optionee is removed from any office of the Company
by any bank regulatory agency or by judicial process, neither the Optionee or
the Optionee's estate shall be entitled to exercise any option with respect
to any Shares whatsoever after termination of employment or status as a
director or officer. The Optionee may receive payment from the Company for
vacation pay, for services rendered prior to termination, for services for
the day on which

<PAGE>

termination occurred, for salary in lieu of notice, or for other benefits. In
making such determination, the Board of Directors shall act fairly and shall
give the Optionee an opportunity to appear and be heard at a hearing before the
full Board of Directors and present evidence on the Optionee's behalf. For the
purpose of this paragraph, termination of employment or officer status shall be
deemed to occur when the Company dispatches notice or advice to the Optionee
that the Optionee's employment or status as an officer is terminated and not at
the time of Optionee's receipt thereof.

OTHER REASONS: If an Optionee's employment or status as a
director or officer is terminated for any other reason other than those
mentioned above under "Death or Disability" and "Cause", the Optionee may,
within three (3) months and one (1) day following such termination, exercise the
option to the extent such option was exercisable by the Optionee on the date of
termination of the Optionee's employment or status as a director or officer,
provided the date of exercise is in no event after the expiration of the term of
the option.

(f) TRANSFERABILITY OF OPTION. Each option shall be
transferable only by will or the laws of descent and distribution or pursuant to
a qualified domestic relations order as defined by the Code and shall be
exercisable during the Optionee's lifetime only by the Optionee.

(g) OTHER TERMS AND CONDITIONS. Options may also contain such
other provisions, which shall not be inconsistent with any of the foregoing
terms, as the Committee shall deem

<PAGE>

appropriate. No option, however, nor anything contained in the Plan, shall
confer upon any Optionee any right to continue in the employ or in the status as
an officer of the Company, nor limit in any way the right of the Company to
terminate an Optionee's employment or status as an officer at any time.

Nor shall any option, nor anything contained in the Plan, obligate the
Company or any Affiliate to continue any Optionee's status as a director or to
vote any shares held by the Company's proxy holders in favor of any Optionee at
any shareholders' meeting of the Company at which directors are to be elected.

(h) USE OF PROCEEDS FROM STOCK. Proceeds from the sale of
Shares pursuant to the exercise of options granted under the Plan shall
constitute general funds of the Company.

(i) RIGHTS AS A SHAREHOLDER. The Optionee shall have no rights
as a shareholder with respect to any Shares until the date of issuance of a
stock certificate for such Shares. No adjustment shall be made for dividends or
other rights for which the record date is prior to the date of such issuance,
except as provided in Section 6 hereof.

(j) EXERCISABILITY OF INCENTIVE STOCK OPTIONS. The aggregate
fair market value (determined at the time the option is granted) of the stock
with respect to which incentive stock options are exercisable for the first time
by an optionee during any calendar year (under all such plans of the Company)
shall not exceed $100,000. Any option not complying with this Section 5(j)
shall be a nonstatutory stock option.

<PAGE>

(k) TAX WITHHOLDING. The Company may determine that it is
required to withhold taxes relating to the exercise of any option and that such
tax withholding shall be satisfied in a manner satisfactory to the Company
before Shares pursuant to the exercise of an option are delivered to an
Optionee. The Optionee may elect to pay such tax upon the exercise of a stock
option by surrendering a sufficient number of previously issued shares or to
withhold shares otherwise issuable upon exercise of the option. The value of
Shares surrendered shall be the fair market value of such Shares on the date the
exercise of a stock option becomes taxable. The election to withhold shares
otherwise deliverable upon exercise of the option, or to surrender previously
issued shares, shall be subject to the approval of the Committee and must be
made pursuant to rules established by the Committee.

6. ADJUSTMENT OF AND CHANGES IN THE SHARES

In the event the shares of Common Stock of the Company, as presently
constituted, shall be changed into or exchanged for a different number or kind
of shares of stock or other securities of the Company or of another corporation
(whether by reason of reorganization, merger, consolidation, recapitalization,
reclassification, split-up, combination of shares or otherwise), or if the
number of shares of Common Stock of the Company shall be increased through the
payment of a stock dividend or increased or decreased through a stock split, the
Board of Directors shall substitute for or add to each share of Common Stock of
the Company theretofore appropriated or thereafter subject or which may become

<PAGE>

subject to an option under the Plan, the number and kind of shares of stock or
other securities into which each outstanding share of Common Stock of the
Company shall be so changed, or for which each share shall be exchanged, or to
which each such share shall be entitled, as the case may be. In addition, the
Committee shall make appropriate adjustment in the number and kind of shares as
to which outstanding options, or portions thereof then unexercised, shall be
exercisable so that any Optionee's proportionate interest in the Company by
reason of his rights under unexercised portions of such options shall be
maintained as before the occurrence of such event. Such adjustment in
outstanding options shall be made without change in the total price of the
unexercised portion of the option and with a corresponding adjustment in the
option price per share.

In the event of sale, dissolution or liquidation of the Company or a
merger or consolidation in which the Company is not the surviving or resulting
corporation, the Committee shall have the power to cause the termination of
every option outstanding hereunder, except that the surviving or resulting
corporation may, in its absolute and uncontrolled discretion, tender an option
or options to purchase its shares on its terms and conditions, both as to the
number of shares and otherwise; provided, however, that in all events the
Optionee shall have the right immediately prior to such sale, dissolution,
liquidation, or merger or consolidation in which the Company is not the
surviving or resulting corporation to notification thereof as soon as
practicable and, thereafter, to

<PAGE>

exercise the Optionee's option to purchase Shares subject thereto to the
extent of any vested and unexercised portion of the option. This right of
exercise shall be conditioned upon the execution of a final plan of
dissolution or liquidation or a definitive agreement of merger or
consolidation.

In the event of an offer by any person or entity to all shareholders
of the Company to purchase any or all shares of Common Stock of the Company (or
shares of stock or other securities which shall be substituted for such shares
or to which such shares shall be adjusted as provided in Section 6 hereof), any
Optionee under this Plan shall have the right upon the commencement of such
offer to exercise the option and purchase shares subject thereto subject to the
vesting provisions of Section 5(b) and (d) hereof.

No right to purchase fractional shares shall result from any
adjustment in options pursuant to this Section 6. In case of any such
adjustment, the shares subject to the option shall be rounded down to the
nearest whole share. Notice of any adjustment shall be given by the Company to
each holder of an option which was in fact so adjusted and such adjustment
(whether or not such notice is given) shall be effective and binding for all
purposes of the Plan.

To the extent the foregoing adjustments relate to stock or securities
of the Company, such adjustments shall be made by the Committee, whose
determination in that respect shall be final, binding and conclusive. Any issue
by the Company of shares of

<PAGE>

stock of any class, or securities convertible into shares of any class, shall
not affect the number or price of shares of Common Stock subject to the option,
and no adjustment by reason thereof shall be made.

The grant of an option pursuant to the Plan shall not affect in any
way the right or power of the Company to make adjustments, reclassification,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part
of its business or assets.

7. LISTING OR QUALIFICATION OF SHARES

All options granted under the Plan are subject to the requirement that
if at any time the Board of Directors or the Committee shall determine in its
discretion that the listing or qualification of the Shares subject thereto on
any securities exchange or under any applicable law, or the consent or approval
of any governmental regulatory body, is necessary or desirable as a condition of
or in connection with the issuance of Shares under the option, the option may
not be exercised in whole or in part unless such listing, qualification, consent
or approval shall have been effected or obtained free of any condition not
acceptable to the Board of Directors or the Committee.

8. AMENDMENT AND TERMINATION OF THE PLAN

The Board of Directors shall have complete power and authority to
terminate or amend the Plan; provided, however, that the Board of Directors
shall not, without the approval of the

<PAGE>

shareholders of the Company, (i) materially increase the benefits accruing to
Participants under the Plan; (ii) increase the number of securities which may be
issued under the Plan; or (iii) modify the requirements as to eligibility for
participation in the Plan; and provided further that the terms set forth in
Section 5 of the Plan shall not be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, or the rules thereunder. Except as provided in
Section 6, no termination, modification or amendment of the Plan may, without
the consent of an employee, director or officer to whom such option shall
theretofore have been granted, adversely affect the rights of such employee,
director or officer under such option. Unless the Plan shall have been
terminated by action of the Board of Directors prior thereto, it shall terminate
ten (10) years from the earlier of its adoption by the Board of Directors or
approval by the Company's shareholders, unless earlier terminated by the Board
of Directors.

Unless the Plan shall have been terminated by action of the Board of
Directors prior thereto, the Plan shall terminate on June 11, 2006 (ten
years from its adoption).

9. BINDING EFFECT OF CONDITIONS

The conditions and stipulations herein contained, or in any option granted
pursuant to the Plan shall be, and constitute, a covenant running with all of
the Shares acquired by the optionee pursuant to this Plan, directly or
indirectly, whether the same have been issued or not, and those Shares owned by
the optionee

16
<PAGE>

shall not be sold, assigned or transferred by any person save and except in
accordance with the terms and conditions herein provided, and the optionee shall
agree to use best efforts to cause the officers of the Company to refuse to
record on the books of the Company any assignment or transfer made or attempted
to be made except as provided in the Plan and to cause said officers to refuse
to cancel old certificates or to issue or deliver new certificates therefor
where the purchaser or assignee has acquired certificates or the Shares
represented thereby, except strictly in accordance with the provisions of the
Plan.

10. EFFECTIVENESS OF THE PLAN

The Plan shall become effective only upon approval by the Board of
Directors. The grant of any options pursuant to the Plan shall be conditioned
upon the registration of the Shares with the Securities and Exchange Commission
and Qualification of the offer and sale of the Shares pursuant to the Plan with
the Commissioner of Corporations of the State of California, unless in the
opinion of counsel to the Company such registration or qualification is not
necessary.

11. PRIVILEGES OF STOCK OWNERSHIP; SECURITIES LAW COMPLIANCE; NOTICE OF SALE

No optionee shall be entitled to the privileges of stock ownership as
to any Shares not actually issued and delivered to the optionee. No Shares
shall be purchased upon the exercise of any option unless and until any
applicable requirements of any regulatory agencies having jurisdiction, and of
any exchanges upon

<PAGE>

which the Common Stock of the Company may be listed, shall have been satisfied.
The Company shall diligently endeavor to comply with all applicable securities
laws before any options are granted under the Plan and before any Shares are
issued pursuant to the exercise of such options. The optionee shall give the
Company notice of any sale or other disposition of any such Shares not more than
five (5) days after such sale or other disposition.

12. INDEMNIFICATION

The Company shall indemnify its "agents", as defined in Section 317 of the
California Corporations Code, to the full extent permitted by Section 317, as
amended from time to time, or as permitted by any successor statute to Section
317, and by the Company's Articles of Incorporation.

13. INFORMATION TO OPTIONEES

The Company shall provide to each optionee during the period for which he
or she has one or more options outstanding, copies of all annual reports and
other information which are provided to all shareholders of the Company.

<PAGE>

CALIFORNIA INDEPENDENT BANCORP

INCENTIVE STOCK OPTION AGREEMENT

Date of Grant:

TO:

We are pleased to notify you that California Independent Bancorp (the
"Company") this day hereby grants to you an option to purchase all or any part
of _______________ shares of the Common Stock of the Company (the "Shares") at
the Option Price of _________ per share (the "Option") as a Stock Option under
the Company's 1996 Stock Option Plan (the "Plan").

THIS OPTION MAY BE EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THE
PLAN. ONLY CERTAIN PROVISIONS OF THE PLAN ARE SUMMARIZED IN THIS AGREEMENT. A
COPY OF THE PLAN IS PROVIDED WITH THIS AGREEMENT.

THIS OPTION MAY BE EXERCISED ONLY IF THE PLAN IS APPROVED BY
SHAREHOLDERS HOLDING A MAJORITY OF THE VOTING POWER OF THE ISSUED AND
OUTSTANDING SHARES OF THE COMPANY.

1. PURPOSE OF THE OPTION.

One of the purposes of the Plan is to advance the interests of the
Company by stimulating the efforts of officers and full-time salaried employees
on behalf of the Company, by granting them financial participation in the
progress and success of the Company.

<PAGE>

2. SIGNATURE ON OPTION AGREEMENT.

This option cannot be exercised unless you first sign this document in
the place provided and return it to the Secretary of the Company. If you fail
to do so, this Option will terminate and be of no effect. However, your signing
and delivering this letter will not bind you to purchase any of the shares
subject to this Option. Your obligation to purchase the Shares can arise only
when you exercise this Option in the manner set forth in Paragraph 3 below.

3. TERMS OF OPTION AND EXERCISE OF OPTION.

The aggregate fair market value (as determined at the time the option
is granted) of the shares pursuant to this Agreement which are exercisable by
you for the first time during any calendar year shall not exceed $100,000.

Subject to the provisions of Paragraph 4 below and this Paragraph 3,
this Option can be exercised by you at any time during a period of
_________________ (________) months from the granting date as follows:

(a) After the expiration of ___________________ (_________)
months from the granting date, this Option may be exercised to the extent of an
additional ___________________ percent (________%) of the Shares;

(b) After the expiration of _________________ (________) months
from the granting date, this Option may be exercised to the extent of an
additional ________________ percent (________%) of the Shares;

<PAGE>

(c) After the expiration of _______________ (_______) months
from the granting date, this Option may be exercised to the extent of an
additional _____________ percent (________%) of the Shares;

(d) After the expiration of _______________ (______) months from
the granting date, this Option may be exercised to the extent of an additional
______________ percent (________%) of the Shares;

(e) after the expiration of ________________ (_________) months
from the granting date, this Option may be exercised to the extent of an
additional ______________ percent (________%) of the Shares.

Any portion of the Option that you do not exercise shall accumulate
and can be exercised by you any time prior to the expiration of ____________
(____) months from the date of grant.

This Option may be exercised by delivering to the Secretary of the
Company payment in full at the Option Price for the number of Shares being
purchased in cash or by certified check or official bank check or the equivalent
thereof acceptable to the Company, together with a written notice in a form
satisfactory to the Company, signed by you specifying the number of Shares you
then desire to purchase and the time of delivery thereof, which shall not be
less than fifteen (15) days and not more than thirty (30) days after the giving
of such notice unless an earlier or later date is mutually agreed upon. At such
time the Company shall, without transfer or issue tax deliver to you (or such
other person entitled to exercise the option) at the principal office of the
Company, or such other place as shall be mutually acceptable, a certificate or
certificates for such

<PAGE>

Shares dated the date the Options were validly exercised; provided, however,
that the time of such delivery may be postponed by the Company for such period
as may be required for it with reasonable diligence to comply with any
requirements of law. No fractional Shares shall be issued or delivered.

As a holder of an Option, you shall have the rights of a shareholder
with respect to the Shares subject to this Option only after such Shares shall
have been issued to you upon the exercise of this option.

4. TERMINATION OF OFFICE OR EMPLOYMENT.

If your status as an employee or officer of the Company or its
Affiliates (as such term is defined in the Plan) is terminated for any reason
other than death, disability or cause, this Option may be exercised within three
(3) months and one (1) day from the date of such termination to the extent you
were entitled to exercise the Option on the date of termination, but in no event
may this Option be exercised after the expiration of the term of this Option.
If, however, you are removed from your office or your employment with the
Company or its Affiliates is terminated for cause as defined in the Plan, this
Option shall expire at the time notice or advice of such removal or termination
is dispatched by the Company or its Affiliates and notwithstanding anything else
herein to the contrary, neither you nor your estate shall be entitled to
exercise any Option with respect to any Shares whatsoever after such removal or
termination.

5. DEATH OR DISABILITY.

If you die or become disabled while an officer or employee of the
Company or its Affiliates, the Option may be exercised in whole or in part by
you or your qualified

<PAGE>

representative (in the event of your mental disability) or by the duly
authorized executor of your Will or by the duly authorized administrator or
special administrator of your estate (in the event of your death) within twelve
(12) months from the date of your death or disability to the extent that you had
the right to exercise this Option on the date of your death or disability, but
in no event after the expiration of the term of this Option.

Disability shall be determined by the Company's Stock Option
Committee.

6. NONTRANSFERABILITY OF OPTION.

This Option shall not be transferable except by Will or the laws of
descent and distribution, and this Option may be exercised during your lifetime
only by you. Any purported transfer or assignment of this Option shall be void
and of no effect, and shall give the Company the right to terminate this Option
as of the date of such purported transfer or assignment.

<PAGE>

7. ADJUSTMENT OF AND CHANGES IN THE SHARES.

Notwithstanding the preceding provisions of this Option Agreement,
upon receipt of notice from the Stock Option Committee or the Board of
Directors of the pendency of dissolution or liquidation of the Company or a
reorganization, merger, or consolidation of the Company with one or more
corporations as a result of which the Company will not be the surviving
corporation, or a sale of substantially all the assets and property of the
Company to another person (a "Terminating Event"), this Option shall be
exercisable to the extent of any vested and unexercised portion of the
option. Upon the date thirty (30) days after receipt of said notice, this
Option or any portion hereof not exercised shall terminate, unless provision
shall be made in connection with the Terminating Event for assumption of this
Option or for substitution for this Option of new options covering stock of a
successor employer corporation, or a parent or subsidiary corporation
thereof, solely at the option of such successor corporation or parent or
subsidiary corporation, with appropriate adjustments as to the number and
kind of shares and prices.

8. SUBJECT TO TERMS OF THE PLAN.

This Agreement shall be subject in all respects to the terms and
conditions of the Plan. Your signature herein represents your acknowledgement
of receipt of a copy of the Plan. Any dispute or disagreement which shall arise
under or as a result of or pursuant to this Agreement shall be finally and
conclusively determined by the Board of Directors of the Company or duly
appointed Committee in its sole discretion, and such determination shall be
binding upon all parties.

<PAGE>

9. GRANT AND EXERCISE OF OPTION: CONDITIONS.

The grant of this option is conditioned upon approval of the Plan
by the shareholders of the Company, registration of the Shares with the
Securities and Exchange Commission and qualification of the offer and sale of
the Shares to be issued under the Plan by the Commissioner of Corporations of
the State of California, unless in the opinion of counsel to the Company such
registration or qualification is not necessary.

10. TAX EFFECTS.

THE FEDERAL TAX CONSEQUENCES OF EMPLOYEE STOCK OPTIONS ARE COMPLEX AND
SUBJECT TO CHANGE. A TAXPAYER'S PARTICULAR SITUATION MAY BE SUCH THAT SOME
VARIATION OF THE GENERAL RULE IS APPLICABLE. ACCORDINGLY, AN OPTIONEE (OR HIS
GUARDIAN, ESTATE OR LEGATEE) SHOULD CONSULT WITH HIS OWN TAX ADVISOR BEFORE
EXERCISING ANY OPTION OR DISPOSING OF ANY SHARES ACQUIRED UPON THE EXERCISE OF
AN OPTION.

11. RIGHTS AS A SHAREHOLDER.

You have no rights as a shareholder of the Company with respect to any
Shares until the date of the issuance of a stock certificate to you for such
Shares.

12. NOTIFICATION OF SALES.

You agree that you, or any person acquiring Shares upon exercise of
this Option, will notify the Company not more than five (5) days after any sale
or disposition of such Shares.

13. INFORMATION TO OPTIONEES.

The Company shall provide to you during the period for which you
have one or more options outstanding copies of all annual reports and other
information which are provided to all shareholders of the Company.

14. TAX WITHHOLDING.

Where in the opinion of counsel to the Company it would be
appropriate for the Company to withhold taxes relating to the exercise of any
option, the Committee may in its discretion require that such tax obligation
be satisfied in a manner satisfactory to the Company before shares
deliverable pursuant to the exercise of such option are transferred to the
optionee. The optionee may make an election to pay such tax by surrendering a
sufficient number of previously issued Shares. The value of Shares
surrendered shall be the fair market value of such Shares on the date the
exercise becomes taxable. The election to withhold shares otherwise
deliverable upon exercise of the option, or to surrender previously issued
Shares, shall be subject to the approval of the Committee and must be made
pursuant to rules established by the Committee.

California Independent Bancorp

By:____________________________

Its:___________________________

Agreed to this________day of

_____________, 19___.

____________________________
Signature of Optionee

<PAGE>

CALIFORNIA INDEPENDENT BANCORP

NON-QUALIFIED

STOCK OPTION AGREEMENT

Date of Grant:

TO:

We are pleased to notify you that California Independent Bancorp (the
"Company") this day hereby grants to you an option to purchase all or any part
of __________ shares of the Common Stock of the Company (the "Shares") at the
Option Price of _________ per share (the "Option") as a Stock Option under the
Company's 1996 Stock Option Plan (the "Plan").

THIS OPTION MAY BE EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THE
PLAN. ONLY CERTAIN PROVISIONS OF THE PLAN ARE SUMMARIZED IN THIS AGREEMENT. A
COPY OF THE PLAN IS PROVIDED WITH THIS AGREEMENT.

THIS OPTION MAY BE EXERCISED ONLY IF THE PLAN IS APPROVED BY
SHAREHOLDERS HOLDING A MAJORITY OF THE VOTING POWER OF THE ISSUED AND
OUTSTANDING SHARES OF THE COMPANY.

1. PURPOSE OF THE OPTION.

One of the purposes of the Plan is to advance the interests of the
Company by stimulating the efforts of officers, directors and full-time salaried
employees on behalf

<PAGE>

of the Company, by granting them financial participation in the progress and
success of the Company.

2. SIGNATURE ON OPTION AGREEMENT.

This option cannot be exercised unless you first sign this document in
the place provided and return it to the Secretary of the Company. If you fail
to do so, this option will terminate and be of no effect. However, your signing
and delivering this letter will not bind you to purchase any of the shares
subject to the option. Your obligation to purchase the Shares can arise only
when you exercise this option in the manner set forth in Paragraph 3 below.

3. TERMS OF OPTION AND EXERCISE OF OPTION.

Subject to the provisions of Paragraph 4 below and this Paragraph 3,
this option can be exercised by you at any time during a period of
________________________ (___________) months from the granting date as follows:

(a) After the expiration of ____________________ (_______)
months from the granting date, this option may be exercised to the extent of not
more than ____________________ percent (___________%) of the Shares.

(b) After the expiration of _________________ (__________)
months from the granting date, this option may be exercised to the extent of an
additional ________________ percent (________%) of the shares.

<PAGE>

(c) After the expiration of __________________ (_________)
months from the granting date, this option my be exercised to the extent of an
additional ____________________ percent (________%) of the Shares.

(d) After the expiration of _________________ (_________) months
from the granting date, this option may be exercised to the extent of an
additional _______________ percent (________%) of the Shares.

(e) After the expiration of _______________ (_________) months
from the granting date, this option may be exercised to the extent of an
additional________________ percent (_________%) of the Shares.

(f) After the expiration of __________________ (______) months
from the granting date, this option may be exercised to the extent of an
additional ______________ percent (_______%) of the Shares.

Any portion of the options that you do not exercise shall accumulate
and can be exercised by you any time prior to the expiration of ______________
(____) months from the granting date.

This option may be exercised by delivering to the Secretary of the
Company, payment in full at the Option Price for the number of Shares being
purchased in cash or by certified check or official bank check or the equivalent
thereof acceptable to the Company; together with a written notice in a form
satisfactory to the Company, signed by you specifying the number of Shares you
then desire to purchase and the time of delivery thereof, which shall not be
less than fifteen (15) days and not more than thirty (30) days after the giving
of such notice unless an earlier or later date is mutually agreed

<PAGE>

upon. At such time, the Company shall, without transfer or issue tax to you (or
such other person entitled to exercise the option), deliver to you (or such
other person entitled to exercise the option) at the principal office of the
Company, or such other place as shall be mutually acceptable a certificate or
certificates for such shares dated the date the options were validly exercised;
provided, however, that the time of such delivery may be postponed by the
Company for such period as may be required for it with reasonable diligence to
comply with any requirements of law. No fractional shares shall be issued or
delivered.

As a holder of an option, you shall have the rights of a shareholder
with respect to the Shares subject to this option only after such Shares shall
have been issued to you upon the exercise of this option.

4. TERMINATION OF OFFICER OR DIRECTOR STATUS OR EMPLOYMENT. If
your status as an employee, director or officer of the Company or its Affiliates
(as such term is defined in the Plan) is terminated for any reason other than
death, disability or cause, this option may be exercised within three (3) months
and one (1) day from the date of such termination to the extent you were
entitled to exercise the option on the date of termination, but in no event may
this option be exercised after the expiration of the term of this option. If,
however, you are removed from your office as an officer or director or your
employment with the Company or its Affiliate is terminated for cause as defined
in the Plan, this option shall expire at the time notice or advice of such
removal or termination is dispatched by the Company or its Affiliates, or in the
instance of a non-employee director at the time of any removal proceeding by
any appropriate bank

<PAGE>

regulatory agency or by judicial process and notwithstanding anything else
herein to the contrary, neither you nor your estate shall be entitled to
exercise any option with respect to any Shares whatsoever after such removal or
termination.

5. DEATH OR DISABILITY.

If you die or become disabled while an officer, director or employee
of the Company or its Affiliates, the option may be exercised in whole or in
part by you or your qualified representative (in the event of your mental
disability) or by the duly authorized executor of your Will or by the duly
authorized administrator or special administrator of your estate (in the event
of your death) within twelve (12) months from the date of your death or
disability to the extent that you had the right to exercise this option on the
date of your death or disability, but in no event after the expiration of the
term of this option.

Disability shall be determined by the Company's Stock Option
Committee.

<PAGE>

6. NONTRANSFERABILITY OF OPTION.

This option shall not be transferable except by Will or the laws of
descent and distribution, and this option may be exercised during your lifetime
only by you. Any purported transfer or assignment of this option shall be void
and of no effect, and shall give the Company the right to terminate this option
as of the date of such purported transfer or assignment.

7. ADJUSTMENT OF AND CHANGES IN THE SHARES.

Notwithstanding the preceding provisions of this option agreement,
upon receipt of notice from the Stock Option Committee or the Board of
Directors of the pendency of dissolution or liquidation of the Company or a
reorganization, merger, or consolidation of the Company with one or more
corporations as a result of which the Company will not be the surviving
corporation, or a sale of substantially all the assets and property of the
Company to another person (a "Terminating Event"), this option shall be
exercisable to the extent of any vested and unexercised portion of the option.
Upon the date thirty (30) days after receipt of said notice, this option or
any portion hereof not exercised shall terminate, unless provision shall be
made in connection with the Terminating Event for assumption of this option
or for substitution for this option of new options covering stock of a
successor employer corporation, or a parent or subsidiary corporation
thereof, solely at the option of such successor corporation or parent or
subsidiary corporation, with appropriate adjustments as to the number and
kind of shares and prices.

<PAGE>

8. SUBJECT TO TERMS OF THE PLAN.

This Agreement shall be subject in all respects to the terms and
conditions of the Plan. Your signature herein represents your acknowledgment of
receipt of a copy of the Plan. Any dispute or disagreement which shall arise
under or as a result of or pursuant to this agreement shall be finally and
conclusively determined by the Board of Directors of the Company or duly
appointed Committee in its sole discretion, and such determination shall be
binding upon all parties.

9. GRANT AND EXERCISE OF OPTION: CONDITIONS.

The Grant of this option is conditioned upon approval of the Plan
by the shareholders of the Company, registration of the Shares with the
Securities and Exchange Commission and qualification of the offer and sale of
the Shares to be issued under the Plan by the Commissioner of Corporations of
the State of California, unless in the opinion of counsel to the Company such
registration or qualification is not necessary.

10. TAX EFFECTS.

THE FEDERAL TAX CONSEQUENCES OF EMPLOYEE OR DIRECTOR STOCK OPTIONS ARE
COMPLEX AND SUBJECT TO CHANGE. A TAXPAYER'S PARTICULAR SITUATION MAY BE SUCH
THAT SOME VARIATION OF THE GENERAL RULE IS APPLICABLE. ACCORDINGLY, AN OPTIONEE
(OR HIS GUARDIAN, ESTATE OR LEGATEE) SHOULD CONSULT WITH HIS OWN TAX ADVISOR
BEFORE EXERCISING ANY OPTION OR DISPOSING OF ANY SHARES ACQUIRED UPON THE
EXERCISE OF AN OPTION.

11. RIGHTS AS A SHAREHOLDER.

You have no rights as a shareholder of the Company with respect to any
Shares until the date of the issuance of a stock certificate to you for such
Shares.

<PAGE>

12. NOTIFICATION OF SALES.

You agree that you, or any person acquiring Shares upon exercise of
this Option, will notify the Company not more than five (5) days after any sale
or disposition of such Shares.

13. INFORMATION TO OPTIONEES.

14. TAX WITHHOLDING.

California Independent Bancorp

By:__________________________

Its:_________________________

Agreed to this_____day of

_____________, 19___.

_______________________
Signature of Optionee

<PAGE>

July 30, 1996

California Independent Bancorp
1005 Stafford Way
Yuba City, California

Dear Sir/Madam:

We are acting as your counsel in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of an aggregate of 101,337
shares of Common Stock, no par value (the "Shares"), of California Independent
Bancorp, a California corporation (the "Company"). A registration statement on
Form S-8 (the "Registration Statement") has been filed under the Act with
respect to the offering of the Shares and this Opinion is proposed to be filed
as an exhibit to the Registration Statement.

In connection with the offering of the Shares, we have examined the
Registration Statement (including the Prospectus therein) and such other
documents as we have deemed necessary to form the opinions hereinafter
expressed. As to various questions of fact material to such opinions, where
relevant facts were not independently established, we have relied upon
statements of officers of the Company.

Based upon the subject to the foregoing, after having given due regard to
such issues of law as we deemed relevant and assuming that (i) the Registration
Statement becomes and remains effective, and the Prospectus and your delivery
procedures with respect thereto fulfill all of the requirements of the Act
through all periods relevant to this Opinion, and (ii) all issuances of the
Shares shall be in a manner complying with the terms of the Registration
Statement and in compliance with the Blue Sky Laws of any states having
jurisdiction thereof, we are of the opinion that the Shares, when issued, will
be legally issued, fully paid and non-assessable.

Consent is hereby given to the filing of this Opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act

<PAGE>

California Independent Bancorp
July 30, 1996
Page #2

or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.

This Opinion is furnished solely in connection with the Registration
Statement on Form S-8 and is not to be used for any other purpose without our
prior written consent.

Very truly yours,

/s/ David J. Block

David J. Block

DJB:aa

<PAGE>

Exhibit 23.2

Consent of Independent Public Accountants

As independent public accountants, we hereby consent to the incorporation by
reference in this Amendment No. 1 to registration statement of our report dated
February 23, 1996 included in California Independent Bancorp's Form 10-K for
the year ended December 31, 1995 and to all references to our Firm included in
this registration statement.

ARTHUR ANDERSEN LLP

Sacramento, California
November 18, 1996