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. 333-09813
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
1989 AMENDED AND RESTATED 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 334,046 $22.50 $7,516,035 $2,591.74
- --------------------------------------------------------------------------------------------

</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 andasked 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. . . . . . . . . . . . . . . 3

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)

1989 AMENDED AND RESTATED STOCK OPTION PLAN
--------------------------------------------

This Prospectus relates to 334,046 shares of no par value Common Stock of
California Independent Bancorp (the "Company") issuable upon the exercise of
options under the 1989 Amended and Restated 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 334,046 shares of its no par value
common stock (the "Common Stock") in accordance with the terms and conditions of
the Company's 1989 Amended and Restated 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 originally the Feather River State Bank ("Bank") 1989 Stock
Option Plan (the "Original Plan"). Due to a reorganization, the Bank is now an
Affiliate of the Company. Pursuant to Section 6 of the Original Plan, in the
event of a reorganization, the Board of Directors of the Company (the "Board of
Directors") is authorized to substitute the number and kind of shares of stock
of the Bank for the number and kind of shares of stock of the Company.
Accordingly, by resolution of the Board of Directors duly adopted on June 13,
1995, the outstanding options and shares available for grant pursuant to the
Original Plan were exchanged on a one-for-one basis for outstanding options and
shares available for grant pursuant to the Plan. The Plan will expire on
June 14, 1999, or ten years from the approval of the Original Plan by the Board
of Directors of Feather River State Bank, 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

<PAGE>

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 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 334,046 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.

<PAGE>

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.

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 pursuant to
a formula in the Plan based, in material part, upon the number of remaining
options

<PAGE>

available and non-employee directors; attendance at Board of Directors and
committee meetings; and the total number of shares available to all non-
employee directors in accordance with the terms of the Plan. 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."

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 or Annual Grant date 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.
Upon the expiration of six (6) months from the Annual Grant date, each Annual
Grant shall be immediately exercisable in full if the non-employee director has
at least five (5) years of continuous service with the Company and its
affiliates. Annual Grants to non-employee directors with less than five (5)
years service and 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 or Annual Grant date 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,

<PAGE>

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 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.

<PAGE>

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.

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

<PAGE>

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 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

<PAGE>

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.

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.

<PAGE>

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.

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 Report 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.

<PAGE>

Item 6. Indemnification of Directors and Officers.

Insert any provisions of Articles or Bylaws regarding 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.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

4. California Independent Bancorp 1989 Amended and Restated 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.

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;

<PAGE>

(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
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

<PAGE>

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 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 No. 1
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
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 1989
Amended and Restated 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

1989 AMENDED AND RESTATED STOCK OPTION PLAN

INDEX

ARTICLE COMMENCING
NO. DESCRIPTION ON PAGE

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

2. ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 2

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

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

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

6. ADJUSTMENT OF AND CHANGES IN THE SHARES . . . . . . . . . . . . . . 14

7. LISTING OR QUALIFICATION OF SHARES. . . . . . . . . . . . . . . . . 16

8. AMENDMENT AND TERMINATION OF THE PLAN . . . . . . . . . . . . . . . 17

9. BINDING EFFECT OF CONDITIONS. . . . . . . . . . . . . . . . . . . . 18

10. EFFECTIVENESS OF THE PLAN . . . . . . . . . . . . . . . . . . . . . 18

11. PRIVILEGES OF STOCK OWNERSHIP; SECURITIES LAW COMPLIANCE;
NOTICE OF SALE. . . . . . . . . . . . . . . . . . . . . . . . . . . 19

12. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . 19

13. INFORMATION TO OPTIONEES. . . . . . . . . . . . . . . . . . . . . . 19

<PAGE>
CALIFORNIA INDEPENDENT BANCORP

1989 AMENDED AND RESTATED STOCK OPTION PLAN

___________________ o0o ___________________

1. PURPOSE

The purpose of this 1989 Amended and Restated 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.

This Plan was originally the Feather River State Bank ("Bank") 1989
Stock Option Plan (the "Original Plan"). The Bank is now an Affiliate of the
Company. Pursuant to Section 6 of the Original Plan, in the event of a
reorganization, the Board of Directors of the Bank or its Affiliate, in this
instance, the Company, is authorized to substitute the number and kind of shares
of stock of the Bank for the number and

<PAGE>

kind of shares of stock of the Company. Accordingly, by resolution of the Board
of Directors of the Company duly adopted on June 13, 1995, the outstanding
options and the shares available for grant pursuant to the Original Plan were
exchanged on a one-for-one basis for outstanding options and shares available
for grant pursuant to the Plan.

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 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

<PAGE>

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 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,

<PAGE>

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.

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 three hundred eighty-seven thousand
eight hundred and fifty four (387,854) shares of Common Stock (the "Shares"),
which is equal to 178,690 shares originally subject to the Original Plan and
adjusted for any applicable stock dividends and stock splits since the adoption
of the Original Plan and adjusted pursuant to Section 6 of the Original Plan, or
the number and kind of 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. 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

<PAGE>

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; (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(c) 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)(aa) In each calendar year, one-third (1/3) of the
total remaining options available under the Plan shall be divided by the number
of years remaining before the expiration of the Plan and this result shall be
available for grant to the Company's non-employee directors.

<PAGE>

(bb) The maximum number of shares to be granted to any
non-employee director in any one calendar year shall be the result of dividing
the result in (ii)(aa) above by the total number of non-employee directors of
the Company at that time. The minimum number of shares to be granted to any
non-employee director in any one calendar year shall be the maximum number of
shares granted to any non-employee director minus 200 shares.

(cc) The total number of meetings of the Board of
Directors and committees of the Company and the Bank attended by a non-employee
director for the previous calendar year shall be divided by the total number of
meetings of the Board of Directors and committees of the Company and the Bank
attended by all non-employee directors for the previous calendar year.

(dd) The amount resulting from (ii)(cc) above shall be
multiplied by the total number of shares available for grant to all non-employee
directors in accordance with (ii)(aa) above and shall be the base amount to be
granted to any non-employee director.

(ee) Any shares not granted pursuant to (ii)(bb) above
shall be allocated evenly among the non-employee directors.

(ff) The grant of such 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>

(iii) In the event a non-employee director who is entitled to an
Annual Grant ceases to be a non-employee director for any reason other than by
reason of death prior to the granting of an Annual Grant, such non-employee
director shall not be entitled to receive such Annual Grant.

(iv) In the event of the death prior to the Annual Grant of a
non-employee director who is otherwise entitled to an Annual Grant, the personal
representative of said non-employee director shall be entitled to receive the
Annual Grant to which said non-employee director was entitled, but shall not be
entitled to any further grants under the Plan.

(v) No proration of an Annual Grant shall be made based on
a partial year of service as a non-employee director.

(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 services for a period of at least six (6)
months from the date of an Annual 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. Upon the expiration of six
(6) months from the date of granting of an

<PAGE>

Annual Grant, each option granted pursuant to Section 5(a)(ii) thru (v) to a
non-employee director shall (i) become immediately exercisable in full if the
optionee has at least five (5) years of continuous service with the Company and
its Affiliates or (ii) vest immediately as to 20% of the Shares granted and vest
as to an additional 20% each year on the anniversary of the date of grant until
exercisable in full.

(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. 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 shall determine in its sole discretion; provided,
however, that the Committee may, in its sole discretion, provided, further,
that if an incentive stock option is granted to an employee owning

<PAGE>

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 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

<PAGE>

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 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.

<PAGE>

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 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.

<PAGE>

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 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.

<PAGE>

(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.

(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.

<PAGE>

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
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

<PAGE>

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 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

<PAGE>

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 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

<PAGE>

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 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

<PAGE>

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 14, 1999 (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 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

<PAGE>

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 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

<PAGE>

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 1989 Amended and Restated 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

4
<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.

5
<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

7
<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 1989 Amended and Restated 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.

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>

Exhibit 5

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 334,046
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