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                                                                     EXHIBIT 3.1


                                   BYLAWS OF
                              CVB FINANCIAL CORP.
                           (a California corporation)

                                    ARTICLE I

                                    OFFICES

      Section 1.1 PRINCIPAL EXECUTIVE OFFICE. The principal executive office of
the corporation is hereby fixed and located at 12808 Central Avenue, Chino,
California 91710. The Board of Directors is hereby granted full power and
authority to change said principal executive office from one location to
another.

      Section 1.2 OTHER OFFICES. Other business offices may at any time be
established by the Board of Directors at any place or places where the
corporation is qualified to do business.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

      Section 2.1 PLACE OF MEETINGS. All meetings of shareholders shall be held
at the principal executive office of the corporation or at any other place
within or outside the State of California as may be designated by the Board of
Directors.

      Section 2.2 ANNUAL MEETINGS.

            (a) Time and Place. The annual meeting of shareholders shall be held
each year on a date and at a time designated by the Board of Directors. The date
so designated for the initial meeting shall be within fifteen (15) months after
the organization of the corporation, and the date so designated for each
subsequent meeting shall be within fifteen (15) months after the last annual
meeting.

            (b) Business to be Transacted. At the annual meetings, directors
shall be elected, reports of the affairs of the corporation shall be considered,
and any other business may be transacted which is within the powers of the
shareholders.

            (c) Notice, Means. Written notice of each annual meeting shall be
given to each shareholder entitled to vote, either personally or by mail or
other means of written communication, charges prepaid, addressed to such



shareholder at his address appearing on the books of the corporation or given by
him to the corporation for the purpose of notice. If any notice or report
addressed to the shareholder at the address of such shareholder appearing on the
books of the corporation is returned to the corporation by the United States
Postal Service marked to indicate that the United States Postal Service is
unable to deliver the notice or report to the shareholder at such address, all
future notices or reports shall be deemed to have been duly given without
further mailing if the same shall be available for the shareholder upon written
demand of the shareholder at the principal executive office of the corporation
for a period of one year from the date of the giving of the notice or report to
all other shareholders. If a shareholder gives no address, notice shall be
deemed to have been given him if sent by mail or other means of written
communication addressed to the place where the principal executive office of the
corporation is situated, or if published at least once in some newspaper of
general circulation in the county in which said principal executive office is
located.

      An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting shall be executed by the secretary, assistant secretary or
any transfer agent of the corporation giving the notice, and shall be filed and
maintained in the minute book of the corporation. Such affidavit shall be prima
facie evidence of the giving of such notice.

            (d) Notice, Time and Content. All such notices shall be given to
each shareholder entitled thereto not less than ten (10) days nor more than
sixty (60) days before each annual meeting. Any such notice shall be deemed to
have been given at the time when delivered personally or deposited in the mail
or sent by other means of written communication.

      Such notices shall specify:

               (i) the place, the date, and the hour of such meeting;

               (ii) those matters which the board, at the time of the mailing of
the notice, intends to present for action by the shareholders;

               (iii) if directors are to be elected, the names of nominees
intended at the time of the notice to be presented by management for election;

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               (iv) the general nature of a proposal, if any, to take action
with respect to approval of, (a) a contract or other transaction with an
interested director, (b) amendment of the articles of incorporation, (c) a
reorganization of the corporation as defined in Section 181 of the General
Corporation Law, (d) voluntary dissolution of the corporation, or (e) a
distribution in dissolution other than in accordance with the rights of
outstanding preferred shares, if any; and,

               (v) such other matters, if any, as may be expressly required by
statute.

      Section 2.3 SPECIAL MEETINGS.

            (a) Calling of. Special meetings of the shareholders, for the
purpose of taking any action permitted by the shareholders under the General
Corporation Law and the articles of incorporation of this corporation, may be
called at any time by the chairman of the board, the president, the Board of
Directors or by one or more shareholders holding not less than ten percent (10%)
of the votes at the meeting. A shareholder entitled to call a special meeting of
shareholders for any proper purpose shall submit a request therefor in writing
directed to the chairman of the board, president, vice president, or secretary.

            (b) Time and Notice of. Upon receipt of such request, the
corporation forthwith shall cause notice to be given to shareholders entitled to
vote that a meeting will be held at a time requested by the person or persons
calling the meeting, which time shall be not less than thirty-five (35) nor more
than sixty (60) days after receipt of the request. If such notice is not given
within twenty (20) days after receipt of such request, the persons calling for
the meeting may give notice thereof in the manner provided by these bylaws.
Except in special cases where other express provision is made by statute, notice
of such special meetings shall be given in the same manner as for annual
meetings of shareholders. In addition to the matters required by items (i) and,
if applicable (iii) of Section 2.2(d), notice of any special meeting shall
specify the general nature of the business to be transacted, and no other
business may be transacted at such meeting.

      Section 2.4 QUORUM. A majority of the shares entitled to vote, represented
in person or by proxy, shall constitute a quorum for the transaction of business
at a meeting of shareholders. The shareholders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding

                                        3


the withdrawal of enough shareholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum.

      Section 2.5 ADJOURNED MEETING AND NOTICE THEREOF. Any shareholders'
meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by the vote of a majority of the shares, the holders of which
are either present in person or represented by proxy thereat. When any meeting
of shareholders is adjourned to another time or place, written notice need not
be given of the adjourned meeting if the time and place are announced at a
meeting at which the adjournment is taken, unless a new record date for the
adjourned meeting is fixed, or unless the adjournment is for more than
forty-five (45) days in which case the Board of Directors shall set a new record
date. For any adjourned meeting requiring notice, such notice shall be given to
each shareholder of record entitled to vote at the adjourned meeting in
accordance with the provisions of Sections 2.2 and 2.3. At any adjourned meeting
the corporation may transact any business which might have been transacted at
the original meeting.

      Section 2.6 VOTING.

            (a) Record Date. Unless a record date for voting purposes be fixed
as provided in Section 5.1 of Article V of these bylaws then, subject to the
provisions of Sections 702 and 704 of the General Corporation Law of California
(relating to voting of shares held by a fiduciary, in the name of a
corporation, or in joint ownership), only persons in whose names shares entitled
to vote standing on the stock records of the corporation at the close of
business on the business day next preceding the day on which notice of the
meeting is given or if such notice is waived, at the close of business on the
business day next preceding the day on which the meeting of shareholders is
held, shall be entitled to vote at such meeting, and such day shall be the
record date for such meeting.

            (b) Ballot. The shareholders' vote may be oral or by ballot;
provided, however, all elections for directors must be by ballot if demand for
election by ballot is made by a shareholder at the meeting and before the voting
begins. If a quorum is present, except with respect to election of directors,
the affirmative vote of the majority of the shares represented at the meeting
and entitled to vote on any matter shall be the act of the shareholders, unless
the vote of a greater number or voting by classes is required by the General
Corporation Law of California or the articles of incorporation.

                                        4


            (c) At a shareholders' meeting at which directors are to be elected,
no shareholder shall be entitled to cumulate votes (i.e., cast for any one or
more candidates a number of votes greater than the number of the shareholder's
shares) unless the candidates' names have been properly placed in nomination
prior to commencement of the voting and a shareholder has given notice prior to
commencement of the voting of the shareholder's intention to cumulate votes. If
any shareholder has given such a notice, then every shareholder entitled to vote
may cumulate votes for candidates in nomination and give one candidate a number
of votes equal to the number of directors to be elected multiplied by the number
of votes to which that shareholder's shares are entitled, or distribute the
shareholder's votes on the same principle among any or all of the candidates, as
the shareholder thinks fit. The candidates receiving the highest number of
votes, up to the number of directors to be elected, shall be elected.

      Section 2.7 VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS. The
transactions of any meeting of shareholders, either annual or special, however
called and noticed, and wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and if, either before or after the meeting, each of the
persons entitled to vote, who was not present in person or by proxy, signs a
written waiver of notice or a consent to a holding of the meeting, or an
approval of the minutes. The waiver of notice or consent need not specify either
the business to be transacted or the purpose of any annual or special meeting of
shareholders, except that if action is taken or proposed to be taken for
approval of any of those matters specified in Section 2.2(d)(iv) of Article II,
the waiver of notice or consent shall state the general nature of the proposal.
All such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.

      Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters required by the General
Corporation Law of the State of California to be included in the notice but not
so included, if such objection is expressly made at the meeting.

      Section 2.8 ACTION WITHOUT MEETING.

            (a) Action by Written Consent and Notice Thereof. Any action which
may be taken at any annual or

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special meeting of shareholders, including the election of directors, may be
taken without a meeting and without prior notice if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding share
having not less than the minimum number of votes that would be necessary to
authorize or take that action at a meeting at which all shares entitled to vote
on that action were present and voted. If the consents of all shareholders
entitled to vote have been solicited in writing, and if the unanimous written
consents of all shareholders have not been obtained, notice shall be given as
provided herein.

               (i) Notice shall be given of any proposed shareholder approval
of, (a) a contract or other transaction with an interested director, (b)
indemnification of an agent of the corporation as authorized by section 3.16 of
Article III of these bylaws, (c) a reorganization of the corporation as defined
in Section 181 of the General Corporation Law of California, or (d) a
distribution in dissolution other than in accordance with the rights of
outstanding preferred shares, if any. The notice referred to herein shall be
given at least ten (10) days before the consummation of the action authorized by
such approval.

            (ii) Prompt notice of the taking of any other corporate action shall
be given to those shareholders entitled to vote who have not consented in
writing. Such notices shall be given in the manner and shall be deemed to have
been given as provided in Section 2.2 of Article II of these bylaws.

            (b) Election to Fill Vacancy. In the case of an election to fill a
vacancy on the Board of Directors which vacancy (1) was not created by removal
or (2) has not been filled by the Board of Directors in accordance with Section
3.5(b) of Article III of these Bylaws, a director may be elected to fill such
vacancy by the written consent of the holders of a majority of the outstanding
shares entitled to vote for the election of directors. An election by the
written consent of the shareholders to fill a vacancy created by removal may be
made only by the unanimous written consent of the holders of all outstanding
shares entitled to vote for the election of directors.

            (c) Filing of Consents; Record Date. All written consents of the
shareholders shall be filed with the secretary of the corporation. Unless, as
provided in Section 5.1 of Article V of these bylaws, the Board of Directors
has fixed a record date for the determination of shareholders entitled to notice
of and to give such written consent, the record date for such determination
shall be the day on which the first written consent is given.

                                        6


            (d) Revocation of Consent. Any shareholder giving a written consent,
or the shareholder's proxyholders, or a transferee of the shares of a personal
representative of the shareholder or his respective proxyholders, may revoke the
consent by a writing received by the corporation prior to the time that written
consents of the number of shares required to authorize the proposed action have
been filed with the secretary of the corporation, but may not do so thereafter.
Such revocation shall be effective upon its receipt by the secretary of the
corporation.

      Section 2.9 PROXIES. Every person entitled to vote or execute consents
shall have the right to do so either in person or by one or more agents
authorized by a written proxy executed by such person or his duly authorized
agent and filed with the secretary of the corporation. Any proxy duly executed
is not revoked and continues in full force and effect until (i) an instrument
revoking it or a duly executed proxy bearing a later date is filed with the
secretary of the corporation prior to the vote pursuant thereto, (ii) the person
executing the proxy attends the meeting and votes in person, or (iii) written
notice of the death or incapacity of the maker of such proxy is received by the
corporation before said proxy is voted and counted. In the determination of the
validity and effect of proxies, the dates contained on the forms of proxy shall
presumptively determine the order of execution of the proxies, regardless of the
postmark dates on the envelopes in which they are mailed. Unless otherwise
provided in the proxy, no proxy shall be valid after the expiration of eleven
(11) months from the date of such proxy.

      Section 2.10 INSPECTORS OF ELECTION.

            (a) Appointment, Number. In advance of any meeting of shareholders,
the Board of Directors may appoint any persons, other than nominees for office,
as inspectors of election to act at such meeting or any adjournment thereof. If
inspectors of election are not so appointed, or if any person so appointed fails
to appear or refuses to act, the chairman of any such meeting may, and on the
request of any shareholder or his proxy shall, appoint inspectors of election
(or persons to replace those who so fail or refuse) at the meeting. The number
of inspectors shall be either one (1) or three (3). If appointed at a meeting on
the request of one or more shareholders or proxies, the majority of shares
represented in person or by proxy shall determine whether one (1) or three (3)
inspectors are to be appointed.

            (b) Duties. The duties of such inspectors shall be as prescribed by
Section 707 of the General Corporation Law of California and shall include:
determining the

                                        7


number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies; receiving votes, ballots or consents; hearing
and determining all challenges and questions in any way arising in connection
with the right to vote; counting and tabulating all votes or consents;
determining when the polls shall close; determining the result; and such acts as
may be proper to conduct the election or vote with fairness to all shareholders.
The inspectors of election shall perform their duties impartially, in good
faith, to the best of their ability and as expeditiously as is practical. If
there are three (3) inspectors of election, the decision, act or certificate of
a majority is effective in all respects as the decision, act or certificate of
all. Any report or certificate made by the inspectors of election is prima facie
evidence of the facts stated therein.

      Section 2.11 NOMINATIONS FOR DIRECTOR. Nominations for election of members
of the Board of Directors may be made by the Board of Directors or by any
shareholder of any outstanding class of voting stock of the corporation entitled
to vote for the election of directors. Notice of intention to make any
nominations, other than by the Board of Directors, shall be made in writing and
shall be received by the President of the corporation no more than 60 days prior
to any meeting of shareholders called for the election of directors, and no more
than 10 days after the date the notice of such meeting is sent to shareholders
pursuant to Section 2.2 of these bylaws; provided, however, that if only 10
days' notice of the meeting is given to shareholders, such notice of intention
to nominate shall be received by the President of the corporation not later than
the time fixed in the notice of the meeting for the opening of the meeting. Such
notification shall contain the following information to the extent known to the
notifying shareholder: (a) the name and address of each proposed nominee; (b)
the principal occupation of each proposed nominee; (c) the number of shares of
voting stock of the corporation owned by each proposed nominee; (d) the name and
residence address of the notifying shareholder; and (e) the number of shares of
voting stock of the corporation owned by the notifying shareholder. Nominations
not made in accordance herewith shall be disregarded by the then chairman of the
meeting, and the inspectors of election shall then disregard all votes cast for
each nominee.

      The first paragraph of this Section 2.11 shall be set forth in any notice
of a shareholders' meeting, whether pursuant to Section 2.2 or Section 2.3 of
these bylaws, at which meeting the election of directors is to be considered.

                                             8


                                   ARTICLE III

                                    DIRECTORS

            Section 3.1 POWERS. Subject to any limitations of the articles of
incorporation and of these bylaws and of the General Corporation Law of
California requiring shareholder authorization or approval for a particular
action, the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised by or under the direction of the Board of
Directors. The board may delegate the management of the day-to-day operation of
the business of the corporation to a management company or other person,
provided that the business and affairs of the corporation shall be managed and
all corporate powers shall be exercised, under the ultimate direction of the
Board of Directors.

            Section 3.2 COMMITTEES. By resolution adopted by a majority of the
authorized number of directors, the board may designate an executive and other
committees, each consisting of two or more directors, to serve at the pleasure
of the board. The provisions of this Article apply to committees of the Board of
Directors and action by such committees, with such changes in the language of
those provisions as are necessary to substitute the committee and its members
for the board and its members. The board may designate one or more directors as
alternate members of any committee, who may replace any absent member at any
meeting of the committee. The appointment of members or alternate members of a
committee shall be made by the vote of a majority of the authorized number of
directors. Unless the Board of Directors shall otherwise prescribe the manner of
proceedings of any such committee, meetings of such committee may be regularly
scheduled in advance and may be called at any time by any two members thereof;
otherwise, the provisions of these bylaws with respect to notice and conduct of
meetings of the board shall govern. Any such committee, to the extent provided
in a resolution of the board, shall have all of the authority of the board,
except with respect to:

                  (i) the approval of any action for which the General
Corporation Law of California or the articles of incorporation also require
shareholder approval;

                  (ii) the filling of vacancies on the board or in any
committee;

                  (iii) the fixing of compensation of the directors for serving
on the board or on any committee;

                                        9


                  (iv) the adoption, amendment or repeal of bylaws;

                  (v) the amendment or repeal of any resolution of the board
which by its express terms is not so amendable or repealable;

                  (vi) any distribution to the shareholders, except at a rate or
in a periodic amount or within a price range determined by the board; and

                  (vii) the appointment of other committees of the board or the
members thereof.

            Section 3.3 NUMBER OF DIRECTORS. (a) The authorized number of
directors shall be not less than 7 nor more than 13. The exact number of
directors shall be fixed from time to time, within the limits specified in this
subsection, by an amendment of subsection (b) of this section adopted by the
Board of Directors.

                  (b) The exact number of directors shall be 8 until changed as
provided in subsection (a) of this section.

                  (c) The maximum or minimum authorized number of directors may
only be changed by an amendment of this section approved by the vote or written
consent of a majority of the outstanding shares entitled to vote; provided,
however, that an amendment reducing the minimum number to a number less than 5
shall not be adopted if the votes cast against its adoption at a meeting (or the
shares not consenting in the case of action by written consent) exceed 16-2/3%
of such outstanding shares; and provided further, that in no case shall the
stated maximum authorized number of directors exceed two times the stated
minimum number of authorized directors minus one.

            Section 3.4 ELECTION AND TERM OF OFFICE. The directors shall be
elected at each annual meeting of shareholders but, if any such annual meeting
is not held or the directors are not elected thereat, the directors may be
elected at any special meeting of shareholders held for that purpose. All
directors shall hold office until the next annual meeting of the shareholders
and until his successor is elected and qualified, subject to the General
Corporation Law of California and the provisions of these bylaws with respect to
vacancies on the board.

            Section 3.5 VACANCIES.

                  (a) When a Vacancy Exists. A vacancy in the Board of Directors
exists whenever any authorized position of director is not then filled by a duly
elected director,

                                       10


whether caused by death, resignation, removal, change in the authorized number
of directors or otherwise.

                  (b) Filling of Vacancies by Directors. Vacancies in the Board
of Directors, except for a vacancy created by the removal of a director (see
Section 3.5(c)) may be filled by a majority of the remaining directors, though
less than a quorum, or by a sole remaining director, and each director so
elected shall hold office until his successor is elected at an annual or a
special meeting of shareholders. If the Board of Directors accepts the
resignation of a director tendered to take effect at a future time, the Board of
Directors (or the shareholders) may elect a successor to take office when the
resignation becomes effective.

                  (c) Filling of Vacancies by Shareholders. The shareholders may
elect a director or directors at any time to fill any vacancy or vacancies not
filled by the directors. Except for an election to fill a vacancy created by the
removal of a director, any such election by written consent shall require the
consent of holders of a majority of the outstanding shares entitled to vote for
the election of directors. A vacancy in the Board of Directors created by the
removal of a director may only be filled by the vote of a majority of the shares
entitled to vote for the election of directors represented at a duly held
meeting at which a quorum is present, or by the unanimous written consent of the
holders of all of the outstanding shares entitled to vote for the election of
directors.

                  (d) Removal for Cause. The Board of Directors may declare
vacant the office of a director who has been declared of unsound mind by an
order of court or convicted of a felony.

                  (e) Removal without Cause. Any or all of the directors may be
removed without cause if such removal is approved by a majority of the
outstanding shares entitled to vote; provided, however, that no director may be
removed (unless the entire Board of Directors is removed) whenever the votes
cast against removal, or not consenting in writing to such removal, would be
sufficient to elect such director if voted cumulatively at an election at which
the same total number of votes were cast (or, if such action is taken by written
consent, all shares entitled to vote were voted) and the entire number of
directors authorized at the time of his most recent election were then being
elected.

                  (f) Resignation. Any director may resign effective upon giving
written notice to the chairman of the

                                       11


board, the president, the secretary or the Board of Directors of the
corporation, unless the notice specifies a later time for the effectiveness of
such resignation. If the resignation is effective at a future time, a successor
may be elected to take office when the resignation becomes effective.

                  (g) When Reduction in Number Effective. No reduction of the
authorized number of directors shall have the effect of removing any director
prior to the expiration of his term of office.

            Section 3.6 PLACE OF MEETING. Regular meetings of the Board of
Directors shall be held at any place within or without the State of California
which has been designated from time to time by resolution of the board. In the
absence of such designation, regular meetings shall be held at the principal
executive office of the corporation. Special meetings of the board may be held
either at a place so designated or at the principal executive office.

            Section 3.7 ANNUAL MEETING - Immediately following each annual
meeting of shareholders the Board of Directors shall hold a regular meeting at
the place of said annual meeting or at such other place as shall be fixed by the
Board of Directors, for the purpose of organization, election of officers, and
the transaction of other business. Call and notice of such meetings are hereby
dispensed with.

            Section 3.8 OTHER REGULAR MEETINGS. Other regular meetings of the
Board of Directors shall be held at such day and hour as shall be fixed from
time to time by the Board of Directors by resolution or in the bylaws. If such
day falls upon a legal holiday, then said meeting shall be held at the same time
on the next day thereafter ensuing which is a full business day. Notice of all
such regular meetings of the Board of Directors is hereby dispensed with.

            Section 3.9 SPECIAL MEETINGS. Special meetings of the Board of
Directors for any purpose or purposes shall be called at any time by the
chairman of the board, the president, any vice president, the secretary or by
any two directors. Written notice of the time and place of special meetings
shall be delivered personally to each director or communicated to each director
by telephone, or by telegraph or mail, charges prepaid, addressed to him at his
address as it is shown upon the records of the corporation or, if it is not so
shown on such records or if not readily ascertainable, at the place at which
the meetings of the directors are regularly held. In case such notice is mailed
or telegraphed, it shall be deposited in the United states mail or delivered to
the telegraph company in the place in which the

                                       12


principal executive officer of the corporation is located at least four (4) days
prior to the time of the holding of the meeting. In case such notice is
delivered, personally or by telephone, as above provided, it shall be so
delivered at least forty-eight (48) hours prior to the time of the holding of
the meeting. Such mailing, telegraphing or delivery, personally or by telephone,
as above provided, shall be due, legal and personal notice to such director. Any
notice shall state the date, place and hour of the meeting.

            Section 3.10 ACTION WITHOUT MEETING. Any action by the Board of
Directors may be taken without a meeting if all members of the board shall
individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
board and shall have the same force and effect as a unanimous vote of such
directors.

            Section 3.11 ACTION AT A MEETING; QUORUM AND REQUIRED VOTE. Presence
of a majority of the authorized number of directors at a meeting of the Board of
Directors constitutes a quorum for the transaction of business. Members of the
board may participate in a meeting through use of conference telephone or
similar communications equipment, so long as all members participating in such
meeting can hear one another. Participation in a meeting as permitted in the
preceding sentence constitutes presence in person at such meeting. Every act or
decision done or made by a majority of the directors present at a meeting duly
held at which a quorum is present shall be regarded as the act of the Board of
Directors, unless a greater number, or the same number after disqualifying one
or more directors from voting, is required by law, by the articles of
incorporation, or by these bylaws. A meeting at which a quorum is initially
present may continue to transact business notwithstanding the withdrawal of a
director, provided that any action taken is approved by at least a majority of
the required quorum for such meeting.

            Section 3.12 VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS.
The transactions of any meeting of the Board of Directors, however called and
noticed or wherever held, shall be as valid as though had at a meeting duly held
after regular call and notice, if a quorum is present and if, either before or
after the meeting, each of the directors not present or who signs a written
waiver of notice or a consent to holding such meeting or an approval of the
minutes thereof. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

                                       13


            Section 3.13 WAIVER OF NOTICE BY ATTENDANCE. Attendance of a
director at any meeting shall constitute a waiver of notice of such meeting,
unless a director attends for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called, noticed,
or convened.

            Section 3.14 ADJOURNMENT. A majority Of the directors present,
whether or not a quorum is present, may adjourn any meeting to another time and
place. If the meeting is adjourned for more than 24 hours, written notice of any
adjournment to another time or place shall be given prior to the time of the
adjourned meeting to the directors who were not present at the time of the
adjournment.

            Section 3.15 FEES AND COMPENSATION. Directors and members of
committees may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by resolution of the
board.

            Section 3.16 INDEMNIFICATION OF CORPORATE AGENTS. The corporation
may indemnify each of its agents against expenses, judgments, fines, settlements
and other amounts, actually and reasonably incurred by such person having been
made or having been threatened to be made a party to a proceeding to the fullest
extent possible by the provisions of Section 317 of the General Corporation Law
of California and the corporation may advance the expenses reasonably expected
to be incurred by such agent in defending any such proceeding upon receipt of
the undertaking required by Section 317(f). The terms "agent," "proceeding" and
"expense" made in this Section 3.16 shall have the same meaning as such terms in
said Section 317.

            Section 3.17 TRANSACTIONS BETWEEN CORPORATIONS AND DIRECTORS.

                  (a) No contract or other transaction between the corporation
and one or more of its directors, or between the corporation and any
corporation, firm or association in which one or more of its directors has a
material financial interest, is either void or voidable because such director or
directors or such other corporation, firm or association are parties or because
such director or directors are present at the meeting of the board or a
committee thereof which authorizes, approves or ratifies the contract or
transaction, if

                        (1) the material facts as to the transaction and as to
such director's interest are fully disclosed or known to the shareholders and
such contract or transaction

                                       14


is approved in good faith by the affirmative vote of a majority of the shares
entitled to vote represented at a duly held meeting at which a quorum is present
or by the written consent of shareholders, with the shares owned by the
interested director or directors not being entitled to vote thereon;

                        (2) the material facts as to the transaction and as to
such director's interest are fully disclosed or known to the board or committee,
and the board or committee authorizes, approves or ratifies the contract or
transaction in good faith by a vote sufficient without counting the vote of the
interested director or directors and the contract or transaction is just and
reasonable as to the corporation at the time it is authorized, approved or
ratified; or

                        (3) as to contracts or transactions not approved as
provided in paragraph (a) or (b) of this subdivision, the person asserting the
validity of the contract or transaction sustains the burden of proving that the
contract or transaction was just and reasonable as to the corporation at the
time it was authorized, approved or ratified.

                  (b) No contract or other transaction between a corporation and
any corporation or association of which one or more of its directors are
directors is either void or voidable because such director or directors are
present at the meeting of the board or a committee thereof which authorizes,
approves or ratifies the contract or transaction, if

                        (1) The material facts as to the transaction and as to
such director's other directorship are fully disclosed or known to the board or
committee, and the board or committee authorizes, approves or ratifies the
contract or transaction in good faith by a vote sufficient without counting the
vote of the common director or directors or the contract or transaction is
approved by the shareholders (Section 153) of the General Corporation Law in
good faith, or

                        (2) As to contracts or other transactions not approved
as provided in paragraph (1) of this subdivision, the contract or transaction is
just and reasonable as to the corporation at the time it is authorized,
approved or ratified.

            This subsection (b) does not apply to contracts or transactions
covered by subsection (a).

                  (c) A mere common directorship does not consitute a material
financial interest within the meaning of subsection (a) of this Section 3.17. A
director is not

                                       15


interested within the meaning of subsection (a) of this Section 3.17 in a
resolution fixing the compensation of another director as a director, officer or
employee of the corporation, notwithstanding the fact that the first director is
also receiving compensation from the corporation.

                  (d) Interested or common directors may be counted in
determining the presence of a quorum at a meeting of the board or a committee
thereof which authorizes, approves or ratifies a contract or transaction.

                                   ARTICLE IV

                                    OFFICERS

            Section 4.1 OFFICERS. The officers of the corporation shall be a
president, a secretary and a chief financial officer. The corporation may also
have, at the discretion of the Board of Directors, a chairman of the board, one
or more vice presidents, one or more assistant secretaries, one or more
assistant treasurers and such other officers as may be appointed in accordance
with the provisions of Section 4.3 of this article. Any number of offices may be
held by the same person.

            Section 4.2 ELECTION. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 4.3 or
Section 4.5 of this article, shall be chosen annually by the Board of Directors,
and each shall hold his office until he shall resign or shall be removed or
otherwise disqualified to serve, or his successor shall be elected and
qualified.

            Section 4.3 SUBORDINATE OFFICERS, ETC. The Board of Directors may
appoint, and may empower the chairman of the board, if there be such an officer,
or the president, to appoint such other officers as the business of the
corporation may require, each of whom shall hold office for such period, have
such authority and perform such duties as are provided in the bylaws or as the
Board of Directors may from time to time determine. Any appointment of an
officer shall be evidenced by a written instrument filed with the secretary of
the corporation and maintained with the corporate records.

            Section 4.4 REMOVAL AND RESIGNATION. Subject, in each case, to the
rights, if any, of an officer under any contract of employment, any officer may
be removed, either with or without cause, by the Board of Directors at any
regular or special meeting thereof, or, except in case of an officer chosen by
the Board of Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors.

                                       16


            Any officer may resign at any time by giving written notice to the
Board of Directors or to the president or to the secretary of the corporation,
without prejudice, however, to the rights, if any, of the corporation under any
contract to which such officer is a party. Any such resignation shall take
effect at the date of the receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

            Section 4.5 VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these bylaws for regular appointments to such office.

            Section 4.6 CHAIRMAN OF THE BOARD. The chairman of the board, if
there shall be such an officer, shall, if present, preside at all meetings of
the Board of Directors and exercise and perform such other powers and duties as
may be from time to time assigned to him by the Board of Directors or prescribed
by these bylaws.

            Section 4.7 PRESIDENT. Subject to such supervisory powers, if any,
as may be given by the Board of Directors to the chairman of the board, if there
be such an officer, the president shall be the chief executive officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
corporation. He shall preside at all meetings of the shareholders and, in the
absence of the chairman of the board, or if there be none, at all meetings of
the Board of Directors. He shall have the general powers and duties of
management usually vested in the office of president of a corporation, and shall
have such other powers and duties as may be prescribed by the Board of Directors
or the bylaws.

            Section 4.8 VICE PRESIDENT. In the absence or disability of the
president, the vice presidents, if any, in order of their rank as fixed by the
Board of Directors or, if not ranked, the vice president designated by the Board
of Directors, shall perform all the duties of the president, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Directors or these bylaws, or as the chief executive officer may from
time to time delegate.

                                       17


            Section 4.9 SECRETARY.

                  (a) Corporate Records. The secretary shall keep or cause to be
kept, at the principal executive office and such other place as the Board of
Directors may direct, the seal of the corporation, copies of the articles of
incorporation and bylaws of the corporation, a book of minutes of actions taken
at all meetings of shareholders, the Board and committees of the Board with the
time and place of holding, whether regular or special, and, if special, how
authorized, the notice given, the names of those present at directors' meetings,
the number of shares present or represented at shareholders' meetings, and the
proceedings thereof.

                  (b) Share Register. The secretary shall keep, or cause to be
kept, at the principal executive office or at the office of the corporation's
transfer agent, a share register, or a duplicate share register, showing the
names of the shareholders and their addresses, the number and classes of shares
held by each, the number and date of certificates issued for the same, and the
number and date of cancellation of every certificate surrendered for
cancellation.

                  (c) Other Duties. The secretary shall give, or cause to be
given, notice of all the meetings of the shareholders and of the Board of
Directors required by the bylaws or by law to be given, and he shall keep the
seal of the corporation in safe custody, and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or by
the bylaws.

            SECTION 4.10 CHIEF FINANCIAL OFFICER.

                  (a) Books of Account. The chief financial officer of the
corporation shall keep and maintain, or cause to be kept and maintained,
adequate and correct accounts of the properties and business transactions of the
corporation, and shall send or cause to be sent to the shareholders of the
corporation such financial statements and reports as are by law or these bylaws
required to be sent to them. The books of account shall at all reasonable times
be open to inspection by any director.

                  (b) Other Duties. The chief financial officer shall deposit
all monies and other valuables in the name and to the credit of the corporation
with such depositaries as may be designated by the Board of Directors. The chief
financial officer shall disburse the funds of the corporation as may be ordered
by the Board of Directors, shall render to the president and directors, whenever
they request it, an account of all of his transactions as chief

                                       18


financial officer and of the financial condition of the corporation, and shall
have such other powers and perform such other duties as may be prescribed by the
Board of Directors or the bylaws.

                                    ARTICLE V

                            GENERAL CORPORATE MATTERS

            Section 5.1 RECORD DATE.

                  (a) When Fixed by Board. The Board of Directors may fix a time
in the future as a record date for the determination of the shareholders
entitled to notice of and to vote at any meeting of shareholders or entitled to
give consent to corporate action in writing without a meeting, to receive any
report, to receive any dividend or distribution, or any allotment of rights, or
to exercise rights in respect to any change, conversion, or exchange of shares.
The record date so fixed shall be not more than sixty (60) days nor less than
ten (10) days prior to the date of any meeting, nor more than sixty (60) days
prior to any other event for the purposes of which it is fixed. When a record
date is so fixed, only shareholders of record at the close of business on that
date are entitled to notice of and to vote at any such meeting, to give consent
without a meeting, to receive any report, to receive a dividend, distribution,
or allotment of rights, or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
the record date, except as otherwise provided in the articles of incorporation
or these bylaws.

                  (b) When Not Fixed by Board. In the event no record date is
fixed by the Board of Directors:

                        (1) The record date for determining the shareholders
entitled to notice of or to vote at a meeting of shareholders shall be at the
close of business on the business day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the business day next
preceding the day on which the meeting is held.

                        (2) The record date for determining shareholders
entitled to give consent to corporate action in writing without a meeting, when
no prior action by the Board of Directors has been taken, shall be the day on
which the first written consent is given.

                                       19


                        (3) The record date for determining shareholders for any
other purpose shall be at the close of business on the date on which the Board
of Directors adopts the resolution relating thereto, or the 60th day prior to
the date of such other action, whichever is later.

            Section 5.2 INSPECTION OF CORPORATE RECORDS.

                  (a) By Shareholders. The accounting books and records, the
record of shareholders, and minutes of proceedings of the shareholders and the
board and committees of the board of this corporation and any subsidiary of this
corporation shall be open to inspection upon the written demand on the
corporation of any shareholder or holder of a voting trust certificate at any
reasonable time during usual business hours, for a purpose reasonably related to
such holder's interests as a shareholder or as the holder of such voting trust
certificate. Such inspection by a shareholder or holder of a voting trust
certificate may be made in person or by agent or attorney, and the right of
inspection includes the right to copy and make extracts.

                  (b) By Directors. Every director shall have the absolute right
at any reasonable time to inspect and copy all books, records and documents of
every kind and to inspect the physical properties of the corporation. Such
inspection by a director may be made in person or by agent or attorney and the
right of inspection includes the right to copy and make extracts.

            Section 5.3 MAINTENANCE AND INSPECTION OF BYLAWS. The corporation
shall keep at its principal executive office, or if its principal executive
office is not in the State of California, at its principal business office in
this state, the original or a copy of the bylaws as amended to date, which shall
be open to inspection by the shareholders at all reasonable times during office
hours. If the principal executive office of the corporation is outside the state
of California and the corporation has no principal business office in this
state, the Secretary shall, upon the written request of any shareholder, furnish
to that shareholder a copy of the bylaws as amended to date.

            Section 5.4 ANNUAL AND OTHER REPORTS. The Board of Directors of the
Corporation shall cause an annual report to be sent to the shareholders at least
fifteen (15) days prior to the Annual Meeting of shareholders but not later than
one hundred twenty (120) days after the close of the fiscal year in accordance
with the provisions of the General Corporation Law.

                                       20


            Section 5.5 CHECKS, DRAFTS, ETC. All checks, drafts or other orders
for payment of money, notes or other evidences of indebtedness, issued in the
name of or payable to the corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the Board of Directors.

            Section 5.6 CONTRACTS, ETC., HOW EXECUTED. The Board of Directors,
except as in the bylaws otherwise provided, may authorize any officer or
officers, agent or agents, to enter into any contract or execute any instrument
in the name of and on behalf of the corporation, and such authority may be
general or confined to specific instances; and, unless so authorized or ratified
by the Board of Directors or within the agency power of an officer, no officer,
agent or employee shall have any power or authority to bind the corporation by
any contract or engagement or to pledge its credit or to render it liable for
any purpose or to any amount.

            Section 5.7 CERTIFICATE FOR SHARES. Every holder of shares in the
corporation shall be entitled to have a certificate signed in the name of the
corporation by the chairman or vice chairman of the board or the president or a
vice president and by the chief financial officer or an assistant treasurer or
the secretary or any assistant secretary, certifying the number of shares and
the class or series of shares owned by the shareholder. Any of the signatures on
the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if such person were an officer, transfer agent or registrar at
the date of issue.

            Section 5.8 LOST, STOLEN OR DESTROYED CERTIFICATES. No new
certificates for shares shall be issued to replace an old certificate unless the
latter is surrendered and cancelled at the same time; provided, however, that
the Board of Directors or the president and the vice president may, however, in
case any certificate for shares is lost, stolen, mutilated or destroyed,
authorize the issuance of a new certificate in lieu thereof, upon such terms and
conditions, including reasonable indemnification of the Corporation, as the
Board of Directors or the President or the Vice President shall determine. In
the event of the issuance of a new certificate, the rights and liabilities of
the Corporation, and of the holders of the old and new certificates, shall be
governed by the relevant provisions of the California Commercial Code.

                                       21


            Section 5.9 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The
chairman of the board, president or any vice president, or any other person
authorized by resolution of the Board of Directors or by any of the foregoing
designated officers, are authorized to vote, represent and exercise on behalf of
this corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of this corporation. The
authority herein granted to said officers to vote or represent on behalf of this
corporation any and all shares held by this corporation in any other corporation
or corporations may be exercised either by such officers in person or by any
other person authorized so to do by proxy or power of attorney duly executed by
these officers.

            Section 5.10 CONSTRUCTION AND DEFINITIONS. Unless the context
otherwise requires, the general provisions, rules of construction and
definitions contained in the General Corporation Law of California shall govern
the construction of these bylaws. Without limiting the generality of the
foregoing, the masculine gender includes the feminine and neuter, the singular
number includes the plural and the plural number includes the singular, and the
term "person" includes a corporation as well as a natural person.

                                   ARTICLE VI

                                   AMENDMENTS

            Section 6.1 POWER OF SHAREHOLDERS. New bylaws may be adopted or
these bylaws may be amended or repealed by the affirmative vote or written
consent of a majority of the outstanding shares entitled to vote thereon, except
as otherwise provided by law or by the articles of incorporation.

            Section 6.2 POWER OF DIRECTORS. Subject to the right of shareholders
as provided in Section 6.1 of this Article VI to adopt, amend or repeal bylaws,
bylaws may be adopted, amended or repealed by the Board of Directors provided,
however, that the Board of Directors may adopt a bylaw or amendment thereof
changing the authorized number of directors only for the purpose of fixing the
exact number of directors within the limits specified in the articles of
incorporation or in Section 3.2 of Article III of these bylaws.

                                       22



                            CERTIFICATE OF SECRETARY

            I, the undersigned, do hereby certify:

            1. That I am the duly elected and acting secretary of CVB Financial
Corp., a California corporation; and

            2. That the foregoing bylaws, comprising 23 pages, including this
page, constitute the bylaws of said corporation as duly adopted by action of the
Board of Directors of the corporation duly taken on June 17, 1981.

            IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed
the seal of said corporation this 17th day of June, 1981.

                                           /s/ Robert Littejohn
                                     --------------------------------
                                            Robert Littejohn

                                       23


                       CERTIFICATE OF AMENDMENT OF BYLAWS

            The undersigned, Tina Schaefer, does hereby certify:

            1. That, She is, and has been, at all times hereinmentioned, the
duly elected and acting Secretary of CVB Financial Corp., a California
Corporation.

            2. That, Section 2.11 of the Bylaws of the Corporation is amended in
its entirety to read as follows:

            "Section 2.11 NOMINATIONS FOR DIRECTOR. Nominations for election of
members of the Board of Directors may be made by the Board of the Directors or
by any shareholder of any outstanding class of voting stock of the corporation
entitled to vote for the election of Directors. Notice of intention to make any
nominations, other than by the Board of Directors, shall be made in writing and
shall be received by the President of the corporation no more than 60 days prior
to any meeting of shareholders called for the election of directors, and no more
than 10 days after the date the notice of such meeting is sent to shareholders
pursuant to Section 2.2 of these bylaws; provided, however, that if only 10
days' notice of the meeting is given to shareholders, such notice of intention
to nominate shall be received by the President of the corporation not later than
the time fixed in the notice of the meeting for the opening of the meeting. Such
notification shall contain the following information to the extent known to the
notifying shareholder: (a) the name and address of each proposed nominee; (b)
the



      principal occupation of each proposed nominee; (c) the number of shares of
      voting stock of the corporation owned by each proposed nominee; (d) the
      name and residence address of the notifying shareholder; and (e) the
      number of shares of voting stock of the corporation owned by the notifying
      shareholder. Nominations not made in accordance herewith shall be
      disregarded by the then chairman of the meeting, and the inspectors of
      election shall then disregard all votes cast for each such nominee.

                  The first paragraph of this Section 2.11 shall be set forth in
      any notice of a shareholders' meeting, whether pursuant to Section 2.2 or
      Section 2.3 of these bylaws, at which meeting the election of directors is
      to be considered."

                  3. That, at a meeting of the Board of Directors of said
Corporation, duly held at Chino, California, on May 14, 1984, the foregoing
amendment of the Bylaws of the Corporation was duly adopted and approved.

/s/ Tina Schaefer
- ---------------------------
Tina Schaefer, Secretary

                                      -2-


                             SECRETARY'S CERTIFICATE

                  I do hereby certify that I am the duly elected and acting
Secretary of CVB Financial Corp. and that the following is a true and correct
copy of a resolution amending the Bylaws of the Company adopted with a quorum
present at a special meeting of the Board of Directors held on the 13th day of
May, 1985:

                  "BE IT HEREBY RESOLVED, that Section 3.3(b) (Number of
                  Directors.) of the Bylaws of CVB Financial Corp. be, and the
                  same hereby is, amended to read verbatim as follows:

                        'Section 3.3(b). The exact number of directors shall be
                  seven (7) until changed as provided in subsection (a) of this
                  section."

                  The foregoing resolution is presently in full force and
effect and has not been revoked or rescinded as of the date hereof.

                  IN WITNESS WHEREOF, I have hereupon set the seal of this
corporation this 13th day of May, 1985.

                                                               /s/ Tina Schaefer
                                                               -----------------
                                                               Tina Schaefer

(SEAL)


                            SECRETARY'S CERTIFICATE
                               (Bylaw Amendment)

            I, the undersigned, do hereby certify:

            1. That I am the duly elected and acting Secretary of CVB FINANCIAL
CORP., a California corporation (the "Company"); and

            2. That the following is a true and correct copy of resolutions
amending the Bylaws of the Company adopted with a quorum present at a special
meeting of the Board of Directors of the Company held on the 22nd day of
February, 1988:

            WHEREAS, California has recently enacted significant amendments to
      the General Corporation Law that permit, among other things, corporations
      to include in their Articles of Incorporation provisions that would
      eliminate or limit the personal liability of a director for monetary
      damages in an action brought by or in the right of the corporation for
      breach of the director's duty to the corporation and its shareholders as
      well as permit more extensive indemnification of corporate directors,
      officers and agents;

            WHEREAS, the Board of Directors has adopted, subject to shareholder
      and regulatory approval, certain amendments to the Articles of
      Incorporation to implement these new provisions of the General Corporation
      Law; and

            WHEREAS, it is deemed by the Board of Directors to be in the best
      interests of the Company, subject to shareholder and regulatory approval
      of the aforementioned amendments to the Articles of incorporation, to
      adopt certain amendments to the Bylaws to implement these new provisions
      of the General Corporation Law.

            NOW, THEREFORE, BE IT HEREBY RESOLVED, Subject to shareholder and
      regulatory approval of the aforementioned amendments to the Articles of
      Incorporation, that ARTICLE III, Section 3.16 of the Bylaws of the Company
      entitled "INDEMNIFICATION OF CORPORATE AGENTS" be, and it hereby is,
      deleted; and

            BE IT FURTHER RESOLVED, subject to shareholder and regulatory
      approval of the aforementioned amendments to the Articles of
      Incorporation, that the Bylaws of the Company be, and they hereby are,
      amended to add the



      following new ARTICLE VII, which provides in its entirety as follows:

                                  "ARTICLE VII

       INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

            Section 7.1 PERMISSIVE INDEMNIFICATION. The corporation shall have
      the power, to the extent and in the manner permitted by the California
      Corporations Code (the "Code"), to indemnify each of its directors,
      officers, employees and agents against expenses (as defined in Section
      317(a) of the Code), judgments, fines, settlements, and other amounts
      actually and reasonably incurred in connection with any proceeding (as
      defined in Section 317(a) of the Code), arising by reason of the fact that
      such person is or was an agent of the corporation. For purposes of this
      ARTICLE VII, an "employee" or "agent" of the corporation includes any
      person (i) who is or was an employee or agent of the corporation, (ii) who
      is or was serving at the request of the corporation as an employee or
      agent of another corporation, partnership, joint venture, trust or other
      enterprise, or (iii) who was an employee or agent of the corporation which
      was a predecessor corporation of the corporation or of another enterprise
      at the request of such predecessor corporation.

            Section 7.2 PAYMENT OF EXPENSES IN ADVANCE. Expenses incurred in
      defending any civil or criminal action or proceeding for which
      indemnification is permitted pursuant to Section 7.1 following
      authorization thereof by the Board of Directors, may be paid by the
      corporation in advance of the final disposition of such action or
      proceeding upon receipt of an undertaking by or on behalf of the
      indemnified party to repay such amount if it shall ultimately be
      determined that the indemnified party is not entitled to be indemnified as
      authorized in this ARTICLE VII.

            Section 7.3 INDEMNITY NOT EXCLUSIVE. The indemnification provided by
      this ARTICLE VII shall not be deemed exclusive of any other rights to
      which those seeking indemnification may be entitled under any bylaw,
      agreement, vote of shareholders or disinterested directors or otherwise,
      both as to action in an official capacity and as to action in another
      capacity while holding such office, to the extent that such additional
      rights to indemnification are authorized in the Articles of Incorporation.

                                        2


            Section 7.4 INSURANCE INDEMNIFICATION. The corporation shall have
      the power to purchase and maintain insurance on behalf of any person who
      is or was an agent of the corporation against any liability asserted
      against or incurred by such person in such capacity or arising out of such
      person's status as such, whether or not the corporation would have the
      power to indemnify him against such liability under the provisions of this
      ARTICLE VII.

            Section 7.5 CONFLICTS. No indemnification or advance shall be made
      under this ARTICLE VII, except where such indemnification or advance is
      mandated by law or the order, judgment or decree of any court of competent
      jurisdiction, in any circumstance where it appears:

            (1) That it would be inconsistent with a provision of the Articles
      of Incorporation, these bylaws, a resolution of the shareholders or an
      agreement in effect at the time of the accrual of the alleged cause of the
      action asserted in the proceeding in which the expenses were incurred or
      other amounts were paid, which prohibits or otherwise limits
      indemnification; or

            (2) That it would be inconsistent with any condition expressly
      imposed by a court in approving a settlement."

      I certify that the foregoing is true and correct to the best of my
knowledge.

      Executed this 22nd day of February, 1988.

                                                     /s/ Tina Schaefer
                                                     ---------------------------
                                                     Tina Schaefer, Secretary

                                        3


                             SECRETARY'S CERTIFICATE

      I, the undersigned, do hereby certify:

      1. That I am the duly elected and acting Secretary of CVB Financial Corp.,
a California corporation (the "Company");

      2. That the following is a true and correct copy of a resolution amending
the Bylaws of the Company adopted with the necessary quorum present at a duly
held meeting of the Board of Directors of this corporation held on August 21,
1991.

            WHEREAS, ARTICLE III, Section 3.3(b) of the Bylaws provides that the
      number of directors shall be not less than seven (7) nor more than
      thirteen (13);

            WHEREAS, ARTICLE III, Section 3.3(b) of the Bylaws provides that the
      exact number of directors shall be seven (7) until changed as provided in
      subsection (a) of this section; and

            WHEREAS, the Board of Directors deems it in the best interest of the
      Company to amend Section 3.3(b) of the Company's Bylaws changing the
      number of directors to eight (8);

                  NOW, THEREFORE, BE IT HEREBY RESOLVED, that Section 3.3(b)
                  (Number of Directors.) of the Bylaws of the Company be, and
                  the same hereby is, amended to read verbatim as follows:

                        'Section 3.3(b). The exact number of directors shall be
                  eight (8) until changed as provided in subsection (a) of this
                  section.'

      The foregoing resolution is presently in full force and effect and has not
bee revoked or rescinded as of the date hereof.

      IN WITNESS WHEREOF, I have hereupon set the seal of this corporation this
21st day of August, 1991.

                                                               /s/ Tina Schaefer
                                                               -----------------
                                                               Tina Schaefer

(SEAL)




                            SECRETARY'S CERTIFICATE

            I, the undersigned, do hereby certify:

            1. That I am the duly elected and acting Secretary of CVB Financial
Corp., a California corporation (the "Company");

2. That the following is a true and correct copy of a resolution amending the
Bylaws of the Company adopted with the necessary quorum present at a duly held
meeting of the Board of Directors of this corporation held on November 20, 1991.

            WHEREAS, ARTICLE III, Section 3.3(b) of the Bylaws provides that the
      number of directors shall not be less than seven (7) nor more than
      thirteen (13);

            WHEREAS, ARTICLE III, Section 3.3(b) of the Bylaws provides that the
      exact number of directors shall be eight (8) until changed as provided in
      subsection (a) of this section; and

            WHEREAS, the Board of Directors deems it in the best interest of the
      Company to amend Section 3.3(b) of the Company's Bylaws changing the
      number of directors to seven (7);

                  NOW, THEREFORE, BE IT HEREBY RESOLVED, that Section 3.3(b)
                  (Number of Directors.) of the Bylaws of the Company be, and
                  the same hereby is, amended to read verbatim as follows:

                  "Section 3.3(b). The exact number of directors shall be seven
                  (7) until changed as provided in subsection (a) of this
                  section."

      The foregoing resolution is presently in full force and effect and has not
been revoked or rescinded as of the date hereof.

      WITNESS MY HAND AND SEAL of said corporation this 21st day of November,
1991.

                                                              /s/ Donna Marchesi
                                                              ------------------
                                                              Donna Marchesi


                             SECRETARY'S CERTIFICATE

      I, the undersigned, do hereby certify:

      1. That I am the duly elected and acting Secretary of CVB Financial Corp.,
a California corporation (the "Company");

      2. That the following is a true and correct copy of a resolution amending
the Bylaws of the Company adopted with the necessary quorum present at a duly
held meeting of the Board of Directors of this corporation held on May 19, 1997.

      WHEREAS, ARTICLE III, Section 3.3(b) of the Bylaws provides that the
      number of directors shall not be less than (7) nor more than thirteen (13)
      and the exact number of directors within the range shall be eight (8)
      until changed as provided in subsection (a) of this section; and

      WHEREAS, the Board of Directors deems it to be in the best interest of the
      Company to amend Section 3.3(b) of the Company's By-laws changing the
      number of directors to seven (7);

      NOW, THEREFORE BE IT HEREBY RESOLVED that subject to the provisions of
      Article III, Section 3.3(b) for changing the number of directors, Section
      3.3(b) is amended to read as follows: "Section 3.3(b). The exact number of
      directors of the Company shall be seven (7) until changed as provided in
      Subsection (a) of this section."

      The foregoing resolution is presently in full force and effect and has not
been revoked or rescinded as of the date hereof.

      WITNESS MY HAND AND SEAL of said corporation this 19th day of May, 1997.

                                             /s/ Donna Marchesi
                                             -----------------------------------
                                             Donna Marchesi, Corporate Secretary



                    CERTIFICATE OF ACTION IN LIEU OF MEETING
                BY THE BOARD OF DIRECTORS OF CVB FINANCIAL CORP.

The undersigned, being all the directors of CVB Financial Corp., a California
corporation, in lieu of a meeting of the directors of CVB Financial Corp.,
hereby consent to and adopt the following resolutions this 25th day of June,
1999.

      The undersigned, being all the qualified and acting directors of CVB
      Financial Corp. (the "Corporation"), a California corporation, hereby
      consent in writing to the adoption of the following resolutions, pursuant
      to all applicable California laws and Section 3.10 of the Corporation's
      Bylaws, permitting such action to be so taken.

      WHEREAS, this Board of Directors believes it to be in the best interests
      of the Corporation to schedule a special meeting of shareholders to
      consider and act upon the Agreement and Plan of Reorganization dated as of
      May 19, 1999 (the "Agreement") by and between CVB Financial Corp. and
      Orange National Bancorp, including the issuance of shares of common stock
      of the Company to shareholders of Orange National Bancorp, and to transact
      such other business as may properly be transacted at the special meeting
      or at any adjournment thereof.

      WHEREAS, the Board of Directors also believes it to be in the best
      interests to, amend its Bylaws effective as of the Effective Time of the
      Merger, as such term is defined in the Agreement, to increase its
      authorized number of directors from seven (7) to eight (8) and to appoint
      Mr. San Vaccaro to the Board of Directors effective as of the Effective
      Time of the Merger;

      NOW, THEREFORE, BE IT HEREBY RESOLVED, that pursuant to its 2.3 of the
      Corporation's Bylaws, a special meeting of shareholders of CVB Financial
      Corp., be, and the same hereby is, called for 9:00 a.m. on Wednesday,
      August 25,1999, said special meeting to be held at 701 N. Haven Avenue,
      Ontario, California.

      BE IT FURTHER RESOLVED, that the Secretary of the Corporation, be and she
      hereby is, authorized and directed to prepare and mail legal notice of the
      special meeting to all shareholders of record on the close of business on
      July 5,1999, indicating therein that the principal items of business to be
      transacted at the special meeting are as follows:

      1. To approve the Agreement and Plan of Reorganization between the Company
      and Orange National Bancorp, dated as of May 18,1999, and the related
      matters therein.



      2. To transact such other business as may properly come before the Special
      Meeting and at any and all adjournments thereof.

      BE IT FURTHER RESOLVED, that the officers of the Corporation be, and they
      hereby are authorized and directed to prepare, or cause to be prepared,
      obtain, or cause to be obtained, the approval of all necessary regulatory
      authorities and to distribute, or cause to be distributed, to the
      shareholders a form of proxy containing all necessary disclosures, as well
      as the Board of Directors recommendation favoring approval of the
      Agreement and the transactions contemplated thereby.

      BE IT FURTHER RESOLVED, that the officers of the Company be, and they
      hereby are, authorized and directed to prepare, or cause to be prepared,
      and to distribute, or cause to be distributed, to the shareholders a form
      of proxy naming John Borba and James C. Seley, and each of them, as proxy
      holders and to solicit proxies on behalf of the Board of Directors;

      BE IT FURTHER RESOLVED, that a representative of Deloitte & Touche be, and
      hereby is, appointed inspector of election to act at said special meeting
      or at any and all adjournments thereof, in the event such person appointed
      as an inspector fails to act as such at the special meeting, the vacancy
      shall be filled at the special meeting by an appointment made by the
      Chairman;

      BE IT FURTHER RESOLVED, that Section 3.3(b) of the Corporation's Bylaws is
      hereby amended to read as follows, with such amendment to be effective as
      of the Effective Time of the Merger:

            (b)   The exact number of directors shall be eight (8) until changed
                  as provided in subsection (a) of this Section.

      BE IT FURTHER RESOLVED, that as of the Effective Time of the Merger, Mr.
      San Vaccaro is hereby appointed to the Board of Directors of the
      Corporation to serve until the earlier of his resignation or removal, or
      until his successor is elected and qualified;

      BE IT FURTHER RESOLVED, that each officer of this Corporation hereby is
      authorized and directed by and on behalf of the Corporation and in its
      name to take such actions and to execute and deliver such documents as he
      or she may deem to be necessary or advisable to effect the purpose and
      intent of the foregoing resolutions, including, but not limited to, the
      engagement of a proxy solicitation firm;

                                       2


      BE IT FURTHER RESOLVED, that these resolutions may be signed by the
      directors in as many counterparts as may be necessary, each of which shall
      be deemed to be an original, and such counterparts together shall
      constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this unanimous written consent
as of June 25, 1999.

/s/ George A. Borba                     /s/ John A. Borba
- ------------------------                --------------------------
George A. Borba                         John A. Borba

/s/ Ronald O. Kruse                     /s/ John J. LoPorto
- ------------------------                --------------------------
Ronald O. Kruse                         John J. LoPorto

/s/ Charles M. Magistro                 /s/ James C. Seley
- ------------------------                --------------------------
Charles M. Magistro                     James C. Seley

/s/ D. Linn Wiley
- ------------------------
D. Linn Wiley

                                       3

                            SECRETARY'S CERTIFICATE

I, the undersigned, do hereby certify:

     1.    That I am the duly elected and acting Secretary of CVB Financial
           Corp., a California corporation; and

     2.    That the following is a true and correct copy of resolutions adopted
           with the necessary quorum present at a duly held meeting of the Board
           of Directors of this corporation held on January 19, 2000; and

     3.    The following resolutions are presently in full force and effect and
           have not been revoked or rescinded as of the date hereof.

     WHEREAS, Article III, Section 3.3(b) of the By-laws provides that the
     number of directors shall not be less than six (6) nor more than thirteen
     (13) and the exact number of directors within the range shall be eight (8)
     until changed as provided in subsection (a) of this section; and

     WHEREAS, the Board of Directors deems it to be in the best interest of the
     Company to amend Section 3.3(b) of the Company's By-laws changing the
     number of directors to seven(7):

     NOW, THEREFORE BE IT HEREBY RESOLVED that subject to the provisions of
     Article III, Section 3.3(b) for changing the number of directors, Section
     3.3(b) is amended to read as follows: "Section 3.3(b). The exact number of
     directors of the Company shall be seven(7) until changed as provided in
     Subsection (a) of this section."

Witness my hand and seal of said corporation this 19th day of January 2000.



/s/ DONNA MARCHESI
- -----------------------
Donna Marchesi
Corporate Secretary


                             SECRETARY'S CERTIFICATE

I, the undersigned, do hereby certify:

      1.    That I am the duly elected and acting Secretary of CVB Financial
            Corp., a California corporation; and

      2.    That the following is a true and correct copy of resolutions adopted
            with the necessary quorum present at a duly held meeting of the
            Board of Directors of this corporation held on September 21, 2005;
            and

      3.    The following resolutions are presently in full force and effect and
            have not been revoked or rescinded as of the date hereof.

      Ron Kruse recommended that the Board to approve the appointment of Robert
Jacoby as Director of CVB Financial Corp. and member of the Audit, Compensation
an Nominating Committees effective September 21, 2005. In connection with such
appointment, Ron Kruse requested approval to amend the By-laws to allow the
addition of Robert M. Jacoby to the Board of Directors. Upon motion duly made by
John Borba, seconded by John Lo Porto and unanimously carried; the following
resolutions were approved:

      WHEREAS, Article III, Section 3.3(b) of the By-laws provides that the
      number of directors shall not be less than six (6) nor more than thirteen
      (13) and the exact number of directors within the range shall be eight (8)
      until changed as provided in subsection (a) of this section; and

      WHEREAS, the Board of Directors deems it to be in the best interest of the
      Company to amend Section 3.3(b) of the Company's By-laws changing the
      number of directors to eight (8):

      NOW, THEREFORE BE IT HEREBY RESOLVED that subject to the provisions of
      Article III, Section 3.3(b) for changing the number of directors, Section
      3.3(b) is amended to read as follows: "Section 3.3(b). The exact number of
      directors of the Company shall be eight (8) until changed as provided in
      Subsection (a) of this section."

      BE IT FURTHER RESOLVED that Robert M. Jacoby is hereby appointed Director
      of CVB Financial Corp. effective September 21, 2005.

      Witness my hand and seal of said corporation this 21st day of September
      2005.

/s/ Donna Marchesi
- ------------------------
Donna Marchesi
Corporate Secretary


                             SECRETARY'S CERTIFICATE

I, the undersigned, do hereby certify:

      1.    That I am the duly elected and acting Secretary of CVB Financial
            Corp., a California corporation; and

      2.    That the following is a true and correct copy of resolutions adopted
            with the necessary quorum present at a duly held meeting of the
            Board of Directors of this corporation held on October 19, 2005; and

      3.    The following resolutions are presently in full force and effect and
            have not been revoked or rescinded as of the date hereof.

      George Borba thanked John Lo Porto for his many years of service on the
Board of Directors and to the Company. He recommended approval amend the By-laws
to accommodate Mr. Lo Porto's retirement from the Board of Directors. Upon
motion duly made by Linn Wiley, seconded by John Borba and unanimously carried;
the following resolutions were approved:

      WHEREAS, Article III, Section 3.3(b) of the By-laws provides that the
      number of directors shall not be less than six (6) nor more than thirteen
      (13) and the exact number of directors within the range shall be eight (8)
      until changed as provided in subsection (a) of this section; and

      WHEREAS, the Board of Directors deems it to be in the best interest of the
      Company to amend Section 3.3(b) of the Company's By-laws changing the
      number of directors to seven (7):

      NOW, THEREFORE BE IT HEREBY RESOLVED that subject to the provisions of
      Article III, Section 3.3(b) for changing the number of directors, Section
      3.3(b) is amended to read as follows; "Section 3.3(b). The exact number of
      directors of the Company shall be seven (7) until changed as provided in
      Subsection (a) of this section."

      BE IT FURTHER RESOLVED that Robert M. Jacoby is hereby appointed Director
      of CVB Financial Corp. effective September 21, 2005.

      Witness my hand and seal of said corporation this 19th day of October
      2005.

/s/ Donna Marchesi
- ------------------------
Donna Marchesi
Corporate Secretary



                             SECRETARY'S CERTIFICATE

         The undersigned, Myrna DiSanto, does hereby certify:

         1. That she is and at all times mentioned herein was the duly elected
and acting secretary of CVB FINANCIAL CORP, a California corporation (the
"Company"); and

         2. The following is a true, accurate and complete copy of resolutions
adopted amending the Bylaws of the Company adopted with the necessary quorum
present at a duly held meeting of the Board of Directors of this Company held on
June 21, 2006:

         WHEREAS, ARTICLE III, Section 3.3(a) of the Bylaws presently states
that the number of directors of the Company shall not be less than seven (7) nor
more than thirteen (13), with the exact number of directors to be fixed from
time-to-time within the limits specified by an amendment of subsection (b) of
the section adopted by the Board of Directors;

         WHEREAS, ARTICLE III, Section 3.3(b) of the Bylaws currently fixes the
exact number of directors at seven (7);

         WHEREAS, it is deemed by the Board of Directors to be in the best
interests of the Company to amend Section 3.3(a) of the Company's Bylaws to
provide that the number of directors may also be fixed by resolution of the
Board of Directors; and

         WHEREAS, it is deemed by the Board of Directors to be in the best
interests of the Company to fix the number of directors at eight (8) which is
within the limited specifications of Section 3.3(a).

         NOW, THEREFORE, BE IT HEREBY RESOLVED, that ARTICLE III, Section 3.3(a)
of the Bylaws of the Company, be deleted in its entirety and amended and
restated to read as follows:

              "(a)The authorized number of directors shall be not less than
              seven (7) nor more than thirteen (13). The exact number of
              directors shall be fixed from time-to-time within the limits
              specified in this subsection by a resolution adopted by the Board
              of Directors or by an amendment of the Bylaws adopted by the Board
              of Directors."

         BE IT FURTHER RESOLVED, that the exact number of directors, be, and it
hereby is, fixed at eight (8).


         The foregoing resolutions are presently in full force and effect and
have not been revoked, amended or rescinded as of the date hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate this
21st day of June, 2006.


                                       /s/ Myrna Disanto
                                       ------------------------------------
                                       Myrna DiSanto, Secretary

                                                                    EXHIBIT 10.1


                               CVB FINANCIAL CORP.
                           2000 STOCK OPTION AGREEMENT
                             EMPLOYEES AND DIRECTORS

         This Stock Option Agreement ("Agreement") is made and entered into as
of the Date of Grant indicated below by and between CVB Financial Corp, a
California corporation (the "Company"), and the person named below ("Optionee").

         WHEREAS, Optionee is a full or part-time employee of the Company or any
of its Subsidiaries or a non-employee director of the Company or any of its
Subsidiaries (which non-employee director relationship constitutes a business
relationship with the Company and/or its Subsidiaries for purposes of this
Agreement); and

         WHEREAS, pursuant to the Company's 2000 Stock Option Plan (the "Plan"),
the Compensation Committee of the Board of Directors of the Company
administering the Plan (the "Committee") has approved the grant to Optionee of
an option to purchase shares of the Company's common stock, (the "Common
Stock"), on the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:

         1. Grant of Option; Certain Terms and Conditions. The Company hereby
grants to Optionee, and Optionee hereby accepts, as of the Date of Grant, an
option to purchase the number of shares of Common Stock indicated below (the
"Option Shares") at the Exercise Price per share indicated below, which option
shall expire at 5:00 p.m. on the Expiration Date indicated below or as earlier
provided in this Agreement and shall be subject to all of the terms and
conditions set forth in this Agreement (the "Option"). On each anniversary of
the Date of Grant, the option shall become exercisable to purchase, and shall
vest with respect to, the number of the Option Shares (rounded to the nearest
whole share) equal to the total number of Option Shares multiplied by the Annual
Vesting Rate indicated below.

         OPTIONEE:

         DATE OF GRANT:

         NUMBER OF SHARES PURCHASABLE

              ("OPTION SHARES"):

         EXERCISE PRICE PER SHARE:

         EXPIRATION DATE:

         ANNUAL VESTING RATE:

         TYPE OF OPTION

              (INCENTIVE OR NONSTATUTORY)



                                       1


         2. Acceleration and Termination of Option

               (a) Termination of Employment.

                   (i) Retirement. If Optionee's service as an Employee
("Employment") (or other business relationship) with the Company or any of its
Subsidiaries is terminated by reason of Optionee's retirement with the approval
of the Committee or in accordance with the Company's or Subsidiary's then
current retirement policy ("Retirement"), then Optionee's Option may thereafter
be exercised, to the extent it was exercisable on the date of such termination,
until (i) in the case of Nonstatutory Stock Option, 12 months from the date of
such termination of Employment, or (ii) in the case of an Incentive Stock
Option, three months from the date of such termination of Employment. In either
case, the Option may not be exercised after the Expiration Date indicated above.

                   (ii) Death. If Optionee's Employment by (or other business
relationship with) the Company or any of its Subsidiaries is terminated by
reason of the death of Optionee, any Option held by such Optionee may thereafter
be exercised, to the extent it was exercisable by the Optionee on the date of
the Optionee's death, by the legal representative of the Optionee's estate or by
any other person who acquires the right to exercise the Option by reason of such
death under the Optionee's will or the laws of intestate succession, until the
earlier of 12 months from the date of death and the Expiration Date.

                   (iii) Disability. If Optionee's Employment by (or other
business relationship with) the Company or any of its Subsidiaries is terminated
by reason of Optionee's Disability, any Option held by such Optionee may
thereafter be exercised, to the extent it was exercisable on the date of such
termination, until the earlier of 12 months from the date of such termination of
Employment (or other business relationship) and the Expiration Date. The
Committee shall have sole authority and discretion to determine whether
Optionee's Employment (or other business relationship) has been terminated by
reason of Disability.

                   (iv) Termination for Cause. If Optionee's Employment by (or
other business relationship with) the Company or any of its Subsidiaries is
terminated for Cause, as hereinafter defined, any Option held by such Optionee,
including any Option that is exercisable at the time of such termination, shall
immediately terminate and be of no further force and effect. "Cause" shall mean
the occurrence of one or more of the following: (i) Optionee is convicted of,
pleads guilty to, or confesses to any felony or any act of fraud,
misappropriation or embezzlement which has an immediate and materially adverse
effect on the Company or any of its Subsidiaries, as determined by the Board of
Directors of the Company ("Board") in good faith in its sole discretion, (ii)
Optionee engages in a fraudulent act to the material damage or prejudice of the
Company or any of its Subsidiaries or in conduct or activities materially
damaging to the property, business or reputation of the Company or any of its
Subsidiaries, all as determined by the Board in good faith in its sole
discretion, (iii) any material act or omission by Optionee involving malfeasance
or negligence in the performance of Optionee's duties to the Company or any of
its Subsidiaries to the material detriment of the Company or any of its
Subsidiaries, as determined by the Board in good faith in its sole discretion,
which has not been


                                       2


corrected by such person to the satisfaction of the Board within 30 days after
written notice from the Company of any such act or omission, (iv) failure by
Optionee to comply in any material respect with the terms of his employment
agreement, if any, or any written policies or directives of the Board as
determined by the Board in good faith in its sole discretion, which has not been
corrected by such person to the satisfaction of the Board within 30 days after
written notice from the Company of such failure, or (v) material breach by
Optionee of any other agreement with the Company, as determined by the Board in
good faith in its sole discretion.

                   (v) Other Termination. If Optionee's Employment by (or other
business relationship with) the Company or any of its Subsidiaries is terminated
for any reason other than Retirement, death, Disability or Cause, then any
Option held by Optionee may thereafter be exercised, to the extent it was
exercisable on the date of such termination, until the earlier of 90 days from
the date of termination of Employment (or other business relationship) and the
Expiration Date.

                   (vi) Transfer, Leave of Absence. For purposes of the Plan,
the following events shall not be deemed a termination of Employment:

                       (A) a transfer to the Employment of the Company from any
of its Subsidiaries or from the Company to any of its Subsidiaries, or from one
Subsidiary to another; or

                       (B) an approved leave of absence for military service or
sickness, or for any other purpose approved by the Company, if the employee's
right to re-employment is guaranteed either by a statute or by contract or under
the policy pursuant to which the leave of absence was granted or if the
Committee otherwise so provides in writing.

               (b) Death Following Termination of Employment. Notwithstanding
anything to the contrary contained in this Agreement, if Optionee shall die at
any time after the termination of his or her Employment (or business
relationship) with the Company and prior to the Expiration Date of the Option,
then the remaining vested portion, if any, of the Option, as of the date of
termination of Employment shall terminate on the earlier of the Expiration Date
or the first anniversary of the date of such death.

               (c) Other Events Causing Acceleration of Option. The Committee,
in its sole discretion, may at any time accelerate the exercisability of all or
any portion of any Option for any reason.

               (d) Mergers, etc. Not less than fifteen (15) days, or such
shorter period of time as the Administrator shall determine, prior to (i) the
dissolution or liquidation of the Company, (ii) 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 or resulting corporation, or a sale of all
or substantially all the assets of the Company to another person, or (iii) a
reverse merger in which the Company is the surviving corporation but (a) the
shares of the Company's stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property or (b) the voting
securities of the Company outstanding immediately prior to such event represent
less than fifty percent (50%) of the total voting power represented by the
voting



                                       3


securities of the Company surviving such event (a "Terminating Event") (other
than a merger or consolidation with a wholly-owned subsidiary, a reincorporation
of the Company in a different jurisdiction, or other transaction in which there
is no substantial change in the shareholders of the Company or their relative
stock holdings and the Stock Options granted under this Plan are assumed,
converted or replaced by the successor corporation, which assumption will be
binding on all optionees), the Administrator shall notify each optionee of the
pendency of the Terminating Event. Upon delivery of said notice, any option
granted prior to the Terminating Event shall be, notwithstanding the provisions
of Section 2 hereof, exercisable in full and not only as to those shares with
respect to which installments, if any, have then accrued, subject, however, to
earlier expiration or termination as provided elsewhere in the Plan. Upon the
consummation of the Terminating Event, the Plan and any option or portion
thereof not exercised shall terminate unless provision is made in connection
with the Terminating Event for assumption of the Plan and/or the options
theretofore granted, or substitution for such options 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 number and kind of
shares and prices.

         3. Adjustments. In the event that the outstanding securities of the
class then subject to the Option are increased, decreased or exchanged for or
converted into cash, property or a different number or kind of securities, or
cash, property or securities are distributed in respect of such outstanding
securities, in either case as a result of a reorganization, merger,
consolidation, recapitalization, reclassification, separation, any partial or
complete liquidation, dividend (other than a regular cash dividend) or other
distribution, stock split, reverse stock split or the like, or in the event that
substantially all of the property and assets of the Company are sold, then,
unless the terms of such transactions shall provide otherwise or such event
shall cause the Option to terminate pursuant to Section 2(d) hereof, the
Committee shall make appropriate and proportionate adjustments in the number and
type of shares or other securities or cash or other property that may thereafter
be acquired upon the exercise of the Option and the Exercise Price per share
specified herein; provided, however, that any such adjustments in the Option
shall be made without changing the aggregate Exercise Price of the then
unexercised portion of the Option. No fractional shares of Common Stock shall be
issued under the Plan and this Agreement resulting from any such adjustment, but
the Board in its discretion may make a cash payment in lieu of fractional
shares.

         4. Exercise. The Option shall be exercisable during Optionee's lifetime
only by Optionee or by his or her guardian or legal representative, and after
Optionee's death only by the person or entity entitled to do so under Optionee's
last will and testament or applicable intestate law. Options may be exercised in
whole or in part, by giving written notice of exercise to the Company specifying
the number of shares to be purchased. Payment of the purchase price shall be
made in full concurrently with such exercise by (i) cash or certified check
payable to the Company, (ii) if the Company is not then prohibited from
purchasing or acquiring shares of Common Stock, with shares of Common Stock that
have been held by the Optionee for the requisite period necessary to avoid a
charge to the Company's earnings for financial reporting purposes, delivered in
lieu of cash and valued at their Fair Market Value on the date of exercise; (c)
through a "same day sale" commitment from the Optionee and a broker-dealer that
is a member of the National Association of Securities Dealers, Inc. (the "NASD
Dealer") whereby the Optionee irrevocably elects to exercise the Option and to
sell a portion of the shares so


                                       4


purchased to pay for the exercise price, and whereby the NASD Dealer irrevocably
commits upon receipt of such shares to forward the exercise price directly to
the Company or (d) any combination of the foregoing. The delivery of
certificates representing the shares of Common Stock to be purchased pursuant to
the exercise of an Option will be contingent upon receipt from the Optionee (or
a purchaser acting in his stead in accordance with the provisions of the Option)
by the Company of the full purchase price for such shares and the fulfillment of
any other requirements contained in the Option or applicable provisions of laws.

         5. Annual Limit on Incentive Stock Options. Section 422 of the Code
requires for "incentive stock option" treatment that the aggregate fair market
value, as defined hereinafter, of the shares of Common Stock with respect to
which Incentive Stock Options granted under this Plan and any other plan of the
Company or any of its Subsidiaries become exercisable for the first time by a
Optionee during any calendar year shall not exceed $100,000. To the extent that
any Option exceeds this limit, it shall constitute a Nonstatutory Stock Option.
In the event the $100,000 limit is exceeded, the Optionee may designate in
writing to the Committee whether Optionee is exercising the Incentive Stock
Option portion or the Nonstatutory Stock Option portion. In the absence of such
written designation, the Incentive Stock Option portion shall be deemed
exercised first to the extent thereof. "Fair Market Value" shall mean the market
price of the Common Stock on the applicable date, determined by the Committee in
good faith using any reasonable method.

         6. Payment of Withholding Taxes.

               (a) The Company will assess its requirements regarding federal,
state and local income taxes, FICA taxes, and other applicable taxes ("Tax
Items") in connection with the Option. These requirements may change from time
to time as laws or interpretations change. The Company will withhold Tax Items
as required by law. Regardless of the Company's actions in this regard, Optionee
acknowledges and agrees that the ultimate liability for Tax Items is Optionee's
responsibility. Optionee acknowledges and agrees that the Company:

                   (i) makes no representations or undertakings regarding the
treatment of any Tax Items in connection with any aspect of the Option,
including the subsequent sale of shares of Common Stock acquired under the Plan;
and

                   (ii) does not commit to structure the terms of the Option or
any aspect of the Option to reduce or eliminate Optionee's liability for Tax
Items.

               (b) Notwithstanding any contrary provision of this Agreement, no
certificate representing the shares of Common Stock or book-entry shares will be
issued on behalf of the Optionee unless and until satisfactory arrangements (as
determined by the Committee) have been made by Optionee with respect to the
payment of Tax Items which the Company determines must be withheld with respect
to such shares of Common Stock so issuable. The Committee, in its sole
discretion and pursuant to such procedures as it may specify from time to time,
may permit Optionee to satisfy such tax withholding obligation, in whole or in
part (without limitation) by one or more of the following: (a) paying cash, (b)
delivering to the Company already vested and owned shares of Stock having an
aggregate Fair Market Value (as of the date the withholding is effected) equal
to the amount required to be withheld, or (c) by authorizing the



                                       5


Company hold back a number of shares of Stock otherwise deliverable to Optionee
through such means as the Company may determine in its sole discretion (whether
through a broker or otherwise) having an aggregate Fair Market Value (as of the
date the withholding is effected) equal to the amount required to be withheld.

         7. Tax Consequences. Optionee shall rely solely on his or her own tax
advisors concerning the Option and its tax consequences.

         8. Notices. All notices and other communications required or permitted
to be given pursuant to this Agreement shall be in writing and shall be deemed
given if delivered personally or five days after mailing by certified or
registered mail, postage prepaid, return receipt requested, to the Company at
701 North Haven Avenue, Ontario, California, 91764, Attention: President, or to
Optionee at the address set forth beneath his or her signature on the signature
page hereto, or at such other addresses as they may designate by written notice
in the manner aforesaid.

         9. Notice of Disqualifying Disposition of Incentive Stock Option
Shares. To the extent this Option is an Incentive Stock Option, if Optionee
sells or otherwise disposes of any of the Option Shares acquired pursuant to the
Incentive Stock Option on or before the later of (a) the date two years after
the Date of Grant, and (b) the date one year after transfer of such Shares to
Optionee upon exercise of this Option, then Optionee shall immediately notify
the Company in writing of such disposition.

         10. Compliance with Other Laws and Regulations. Notwithstanding
anything to the contrary in this Agreement, the grant and exercise of Options
hereunder, and the obligation of the Company to sell and deliver shares under
such Options, shall be subject to all applicable federal and state laws, rules
and regulations and to such approvals by any governmental or regulatory agency
as may be required including the rules and regulations of the Securities and
Exchange Commission and the rules of any exchange or any quotation system on
which the Company's Common Stock may then be listed. The Company shall not be
required to issue or deliver any certificates for shares of Common Stock prior
to the completion of any registration or qualification of such shares under any
federal or state law or issuance of any ruling or regulation of any government
body which the Company shall, in its sole discretion, determine to be necessary
or advisable.

         11. Limited Liability for the Non-Issuance of Shares. The Company and
any of its Subsidiaries or affiliates which is in existence or hereafter comes
into existence shall not be liable to Optionee or other persons as to the
non-issuance or sale of shares as to which the Company has been unable to obtain
from any regulatory body having jurisdiction the authority deemed by the
Company's counsel to be necessary to the lawful issuance and sale of any shares
hereunder.

         12. Nontransferability. No Option shall be transferable by Optionee
otherwise than by will or by the laws of descent and distribution and all
Options shall be exercisable, during the Optionee's lifetime, only by Optionee,
provided, however, Nonstatutory Stock Options may be transferred to any inter
vivos trust, which shall agree in writing to be bound by the terms of this
Agreement and the Plan, established for estate planning purposes for the sole
and exclusive



                                       6


benefit of such owner, one or more members of such owner's family that are
related to such owner by blood (which members shall include, without limitation,
the spouse, adopted children, and stepchildren of such owner) and/or any other
lineal descendants of such owner and in which such owner is a trustee thereof.

         13. Plan.

               (a) Amendments, Terms and Conditions. The Option is granted
pursuant to the Plan, as in effect on the Date of Grant, and is subject to all
the terms and conditions of the Plan, as the same may be amended from time to
time; provided, however, that no such amendment shall deprive Optionee, without
his or her consent, of the Option or of any of Optionee's rights under this
Agreement. The interpretation and construction by the Committee of the Plan,
this Agreement, the Option and such rules and regulations as may be adopted by
the Committee for the purpose of administering the Plan shall be final and
binding upon Optionee. Until the Option shall expire, terminate or be exercised
in full, the Company shall, upon written request therefor, send a copy of the
Plan, in its then-current form, to Optionee or any other person or entity then
entitled to exercise the Option.

               (b) Capitalized Terms. Capitalized terms not otherwise defined
herein shall have the meaning assigned to these terms in the Plan.

               (c) Conflict with Plan. This Option is granted pursuant to the
Plan, the provisions of which are incorporated into this Agreement by reference,
and, in the event any conflict between this Agreement and the Plan exists, the
terms of the Plan shall govern.

         14. Amendments and Termination. The Board may, at any time, amend or
discontinue the Plan and the Committee may, at any time, amend or cancel any
outstanding Option (or provide substitute Options at the same or reduced
exercise or purchase price or with no exercise or purchase price in a manner not
inconsistent with the terms of the Plan, but such price, if any, must satisfy
the requirements which would apply to the substitute or amended Option if it
were then initially granted under this Plan) for the purpose of satisfying
changes in law or for any other lawful purpose, but no such action shall
adversely affect rights under any outstanding Option without the holder's
consent. If and to the extent determined by the Committee to be required to
ensure that Incentive Stock Options granted under the Plan are qualified under
Section 422 of the Code, Plan amendments shall be subject to approval by the
Company's shareholders entitled to vote at a meeting of shareholders.

         15. Stockholder Rights. No person or entity shall be entitled to vote,
receive dividends or be deemed for any purpose the holder of any Option Shares
until the Option shall have been duly exercised to purchase such Option Shares
in accordance with the provisions of this Agreement. With respect to the portion
of any Option which has not been exercised and any payments in cash, Common
Stock or other consideration not received by Optionee, Optionee shall have no
rights greater than those of a general creditor of the Company unless the
Committee shall otherwise expressly determine in connection with any Option or
Options. In its sole discretion, the Committee may authorize the creation of
trusts or other arrangements to meet the Company's obligations to deliver Common
Stock or make payments with respect to Options



                                       7


hereunder, provided that the existence of such trusts or other arrangements is
consistent with the foregoing sentence.

         16. Employment or Contract Rights. No provision of this Agreement or of
the Option granted hereunder shall (i) confer upon Optionee any right to
continue in the employ of or contract with the Company or any of its
Subsidiaries, (ii) affect the right of the Company and any of its Subsidiaries
to terminate the Employment or contract of Optionee, with or without cause, or
(iii) confer upon Optionee any right to participate in any employee welfare or
benefit plan or other program of the Company or any of its Subsidiaries other
than the Plan. OPTIONEE HEREBY ACKNOWLEDGES AND AGREES THAT THE COMPANY AND ANY
OF ITS SUBSIDIARIES MAY TERMINATE THE EMPLOYMENT OR CONTRACT OF OPTIONEE AT ANY
TIME AND FOR ANY REASON, OR FOR NO REASON, UNLESS OPTIONEE AND THE COMPANY OR
SUCH SUBSIDIARY ARE PARTIES TO A WRITTEN EMPLOYMENT AGREEMENT THAT EXPRESSLY
PROVIDES OTHERWISE.

         17. No Acquired Rights. Optionee agrees and acknowledges that:

               (a) the grant of this Option under the Plan is voluntary and
occasional and does not create any contractual or other right to receive future
grants of any Options or benefits in lieu of any Options, even if Options have
been granted repeatedly in the past and regardless of any reasonable notice
period mandated under local law;

               (b) the value of this Option is an extraordinary item of
compensation which is outside the scope of the Optionee's employment contract,
if any;

               (c) this Option is not part of normal or expected compensation or
salary for any purposes, including, but not limited to, calculating termination,
severance, resignation, redundancy, end of service payments, bonuses,
long-service awards, pension, retirement benefits, or similar payments;

               (d) the future value of the shares of Common Stock awarded under
the Plan is unknown and cannot be predicted with certainty; and

               (e) no claim or entitlement to compensation or damages arises
from the termination of this Option or diminution in value of this Option or
shares of Stock purchased under the Plan, and Optionee irrevocably releases the
Company from any such claim.

         18. Restrictive Covenants. Optionee shall not, for a period of 12
months following the termination of his or her Employment by (or other business
relationship with) the Company or any of its Subsidiaries:

               (a) directly or indirectly (i) solicit or assist any other
individual or entity in soliciting any Customer or Prospective Customer for the
purpose of performing or providing any financial or banking services that a
national banking association, bank holding company, state bank, savings and loan
association, or other regulated financial institution is permitted by law to
conduct or furnish ("Banking Services") as of the date of Optionee's termination
of Employment (or other business relationship); or (ii) interfere with or damage
(or attempt to interfere with or damage) any relationship and/or agreement
between the Company or any of its Subsidiaries and a Customer or Prospective
Customer; or



                                       8


               (b) directly or indirectly solicit, or assist any other
individual or entity in soliciting any person then currently employed by (or in
a business relationship with) the Company or its Subsidiaries, or any person
employed by (or in a business relationship with) the Company, its Subsidiaries
and/or their predecessors within six (6) months of the end of Optionee's
Employment (or other business relationship) with the Company or its
Subsidiaries, to terminate his, her, or its business relationship, employment,
or other association with the Company or its Subsidiaries.

               (c) For purposes of this Agreement:

                   (i) "Customer" shall mean any person, firm, corporation or
other organization for whom the Company, its Subsidiaries and/or their
predecessors provided Banking Services within a 12-month period before or after
the date on which Optionee's Employment (or other business relationship) with
the Company or its Subsidiaries terminated.

                   (ii) "Prospective Customer" shall mean any person, firm,
corporation or other organization with whom the Optionee has had any
negotiations or discussions regarding the possible performance of Banking
Services on behalf of the Company or its Subsidiaries within the 12 months
preceding the termination of the Optionee's Employment with the Company.

                   (iii) "Solicit" shall mean to have any direct or indirect
communications of any kind whatsoever, which invites, advises, encourages or
requests that any person or entity take or refrain from taking any action in any
manner.

                   (iv) The obligations set forth in this Section 18 shall
survive the termination of Optionee's Employment (or other business
relationship) and expiration of the term of this Agreement.

         19. Property Rights, Confidential Information and Trade Secrets of the
Company.

               (a) Optionee understands that in the course of Optionee's
employment with the Company or its Subsidiaries, Optionee will or may have
access to and become informed of confidential, proprietary and/or trade secret
information concerning the Company or its Subsidiaries that is not generally
known to the public or the competitors of the Company or its Subsidiaries
(collectively referred to as "Confidential Information") including but not
limited to:

                   (i) Information regarding the Company's and/or its
Subsidiaries' general business operations (including, without limitation,
financial information, business plans, organizational structure, policies,
strategic planning, sales, marketing strategies, distribution methods, data
processing and other systems, personnel policies and compensation plans and
arrangements);

                   (ii) Information prepared or compiled by the Company or its
Subsidiaries regarding its Customers or Prospective Customers (including,
without limitation, information contained in account analysis reports and credit
memoranda, deposit and account activity information, lending terms and rates
offered to specific Customers and/or Prospective Customers of the Company or its
Subsidiaries, loan agreements, commitment letters, audit



                                       9


information, and information relating to Banking Services offered by the Company
or its Subsidiaries to Customers);

                   (iii) Information, knowledge, formulas, or data of a
technical nature (including, without limitation, methods, know-how, processes,
discoveries, or research projects);

                   (iv) Information, knowledge or data relating to future
developments (including, without limitation, research and development, future
marketing or merchandising);

                   (v) Any and all Customers and Prospective Customers' names,
addresses and other contact information (such as telephone numbers and e-mail
addresses), Customer preferences and accounts, lists, suppliers lists and
advertising lists of the Company or its Subsidiaries; and

                   (vi) Any and all employee lists, employee identities,
directories and information (including but not limited to information regarding
employees' salaries, commissions and other benefits, levels of knowledge,
performance, experience and expertise, strengths and weaknesses, and special
talents).

               (b) Optionee understands and agrees that such Confidential
Information constitutes a valuable competitive asset of the Company and its
Subsidiaries and that it is and shall remain the exclusive property of the
Company and/or its Subsidiaries.

               (c) Optionee understands and agrees that, except in the course of
Optionee's regular authorized duties on behalf of the Company or its
Subsidiaries, Optionee will keep all Confidential Information in strict
confidence during the term of Optionee's Employment with the Company or its
Subsidiaries and thereafter, and Optionee will never directly or indirectly make
known, divulge, reveal, furnish, make available, disclose, or use any
Confidential Information, whether prepared by Optionee or otherwise coming into
Optionee's possession, custody, or control.

               (d) The obligations set forth in this Section 19 will survive the
termination of Optionee's Employment (or other business relationship) and any
expiration of the term of this Agreement.

         20. Injunctive Relief. Optionee understands and agrees that the breach
or threatened breach of the agreements contained in Sections 18 and 19, above,
would give rise to irreparable injury to the Company and/or its Subsidiaries
which injury would be inadequately compensable in money damages. Accordingly,
the Company and/or its Subsidiaries may seek and obtain a restraining order
and/or injunction prohibiting the breach or threatened breach of Sections 18 and
19 of this Agreement, in addition to and not in limitation of any other legal
remedies which may be available. Optionee further understands and agrees that
the covenants set forth in Sections 18 and 19 are necessary for the protection
of the Company's and/or its Subsidiaries' legitimate business interests and are
reasonable in scope and content.




                                       10


         21. General Provisions.

               (a) Delivery Of Stock Certificates. Delivery of stock
certificates to Optionee under this Agreement shall be deemed effected for all
purposes when the Company or a stock transfer agent of the Company shall have
mailed such certificates in the United States mail, addressed to Optionee, at
Optionee's last known address on file with the Company.

               (b) Other Compensation Arrangements. Nothing contained in this
Plan shall prevent the Board from adopting other or additional compensation
arrangements, including trusts, and such arrangements may be either generally
applicable or applicable only in specific cases.

               (c) Performance-Based Compensation. For purposes of Section
162(m)(4)(c) of the Code and Treasury Regulation Section 1.162-27(e)(2)(vi), the
amount of compensation Optionee may receive under an Option is based solely on
an increase in the value of the Common Stock after the date of the grant or
award of an Option.

               (d) Entire Agreement. The Plan is incorporated herein by
reference. This Agreement and the Plan constitute the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof
and supersede all prior understandings and agreements with respect to such
subject matter.

               (e) Successors and Assigns. The Company may assign any of its
rights under this Agreement. This Agreement shall be binding upon and inure to
the benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer set forth herein, this Agreement shall be binding upon
Optionee and Optionee's heirs, executors, administrators, legal representatives,
successors and assigns.

         22. Governing Law. This Agreement and the Option granted hereunder
shall be interpreted and construed in accordance with the laws of the State of
California and applicable federal law.

         23. Acceptance. Optionee hereby acknowledges receipt of a copy of the
Plan and this Agreement. Optionee has read and understands the terms and
provisions thereof, and accepts this Option subject to all the terms and
conditions of the Plan and this Agreement. Optionee acknowledges that there may
be adverse tax consequences upon exercise of this Option or disposition of the
Option Shares and that the Company has advised Optionee to consult a tax advisor
prior to such exercise or disposition.

         24. Severability. In the event that any provision of this Agreement
should be held void, voidable, or unenforceable, the remaining portions hereof
shall remain in full force and effect notwithstanding the provision found to be
void, voidable, or unenforceable, which shall be deemed to be excised from this
Agreement.

         25. Counterparts. This Agreement may be executed in one or more
counterparts, none of which need contain the signature of more than one party
hereto, and each of which shall be deemed to be an original, and all of which
together shall constitute a single agreement.



                                       11

         IN WITNESS WHEREOF, the Company and Optionee have duly executed this
Agreement as of the Date of Grant.

         CVB FINANCIAL CORP.

         By
           ----------------------------
           Authorized Representative


         OPTIONEE


         ------------------------------
         Signature


         ------------------------------
         Printed Name


         ------------------------------
         Street Address


         ------------------------------
         City, State and Zip Code


         ------------------------------
         Social Security Number


                                       12