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
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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
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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
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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.
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             (a)  Time and Place.  The annual meeting of shareholders shall be held each year on a date and at a time
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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
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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
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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
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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;

                (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.
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             (a)  Calling of.  Special meetings of the shareholders, for the purpose of taking any action permitted by the
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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
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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
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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 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
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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.
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             (a)  Record Date.  Unless a record date for voting purposes be fixed as provided in Section 5.1 of Article V
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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
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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.

             (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
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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.
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             (a)  Action by Written Consent and Notice Thereof.  Any action which may be taken at any annual or special
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meeting of shareholders, including the election of directors, may be taken without a meeting and without prior
notice of 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
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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
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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.

             (d)  Revocation of Consent.  Any shareholder giving a written consent, or the shareholder's proxyholders, or
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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
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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.
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             (a)  Appointment, Number.  In advance of any meeting of shareholders, the Board of Directors may appoint any
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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
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Law of California and shall include:  determining the 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
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facts stated therein.

        Section 2.11  NOMINATIONS FOR DIRECTOR.  Nominations for election of members of the Board of Directors may be
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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.

                                                    ARTICLE III

                                                     DIRECTORS

        Section 3.1  POWERS.  Subject to any limitations of the articles of incorporation and of these bylaws and of
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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
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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;

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

        Section 3.13  WAIVER OF NOTICE BY ATTENDANCE.  Attendance of a director at any meeting shall constitute a
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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
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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
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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
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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 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 constitute a material financial interest within the meaning of
subsection (a) of this Section 3.17.  A director is not 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.

        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.

        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 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.

                (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.

        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.

        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.

                                             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

                                        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 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

                                              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

                                              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 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.

                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

 NUMBER                                                                 SHARES
- ---------                     CVB FINANCIAL CORP.                      ---------
SD
- ---------                                                              ---------
             INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA

THIS CERTIFICATE IS TRANSFERABLE IN                           SEE REVERSE FOR
 THE CITIES OF RIDGEFIELD PARK, NJ                          CERTAIN DEFINITIONS
          OR NEW YORK, NY                                    CUSIP 126600 10 5

THIS CERTIFIES THAT

IS THE RECORD HOLDER OF

            FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK
                     OF NO PAR VALUE OF CVB FINANCIAL CORP.

transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed.  This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.

        WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.

Dated:

                      [SEAL OF CVB FINANCIAL CORPORATION]

                                  INCORPORATED
                                      APR.
                                       27
                                      1981
                                   CALIFORNIA

/s/  DONNA MARCHESI                                 /s/ D. LINN WILEY
     ----------------------                             -----------------------
     Secretary                                          President

COUNTERSIGNED AND REGISTERED:
          U.S. STOCK TRANSFER CORPORATION
             TRANSFER AGENT AND REGISTRAR

By:
    ------------------------------------
                    AUTHORIZED SIGNATURE

   2

     KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED
THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE
OF A REPLACEMENT CERTIFICATE.

        The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

        TEN COM   --  as tenants in common              UNIF GIFT MIN ACT --...................Custodian...............
        TEN ENT   --  as tenants by the entireties                                 (Cust)               (Minor)
        JT TEN    --  as joint tenants with right of                         under Uniform Gifts to Minors
                      survivorship and not as tenants                        Act.......................................
                      in common                                                                 (State)
                                                        UNIF TRF MIN ACT  -- .............Custodian (until age.........)
                                                                                 (Cust)
                                                                             ....................under Uniform Transfers
                                                                                    (Minor)
                                                                             to Minors Act..............................
                                                                                                   (State)

Additional abbreviations may also be used though not in the above list.

        FOR VALUE RECEIVED,___________________________hereby sell, assign and
transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE
______________________________________

______________________________________

_______________________________________________________________________________
    (PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

_______________________________________________________________________________

_______________________________________________________________________________

________________________________________________________________________ Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

______________________________________________________________________
Attorney to transfer the said stock on the books of the within named Bank with
full power of substitution in the premises.

Dated________________________

                                X_______________________________________________

                                X_______________________________________________
                                 THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
                                 CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE
                       NOTICE:   FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
                                 WITHOUT ALTERATION OR ENLARGEMENT OR ANY
                                 CHANGE WHATEVER.

Signature(s) Guaranteed

By___________________________________
THE SIGNATURE(S) MUST BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.

                                                  SECURITIES AND EXCHANGE COMMISSION
                                                        WASHINGTON, D.C. 20549

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

                                                               FORM 8-A

                                           FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                                                PURSUANT TO SECTION 12(b) or (g) of the
                                                    securities exchange act of 1934

                                                          CVB FINANCIAL CORP.

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

                                        (Exact name of Registrant as specified in its charter)

                        California                                                  95-3629339

         (State of incorporation or organization)                       (IRS Employer Identification No.)

                                                          701 N. Haven Avenue
                                                       Ontario, California 91764
                                          (Address of principal executive offices) (Zip Code)
                                                        -----------------------

                                   Securities to be registered pursuant to Section 12(b) of the Act:

                    Title of each class                                   Name of each exchange on which
                    to be so registered                                   Each class is to be registered
                    ------------------                                          ------------------

         If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c), check the following box [  ].

         If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d), check the following box. [x].

                                   Securities to be registered pursuant to Section 12(g) of the Act:

                                                      Common Stock, no par value

Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED.

          CVB Financial Corp. (the  "Company"),  is authorized to issue  70,000,000  shares of capital stock,  consisting of 50,000,000
shares of Common  Stock,  no par  value,  and  20,000,000  shares  of  Serial  Preferred  Stock.  No other  class of  capital  stock is
authorized.  The following is a summary of the material terms of our Common and Serial  Preferred  Stock.  The Common Stock is the only
stock being  listed  hereby.  Please see our  articles of  incorporation  and bylaws,  listed as  exhibits  hereto,  for more  detailed
information.

         COMMON STOCK

         On any matter  submitted to a vote of the  shareholders,  holders of Common  Stock are  entitled to one vote,  in person or by
proxy,  for each  share of Common  Stock held of record in the  shareholder's  name on the  Company  books as of the  record  date.  In
connection  with the  election of  Directors,  the shares may be voted  cumulatively.  Each share of Common  Stock has the same rights,
privileges  and  preferences as every other share and will share equally in the Company's net assets upon  liquidation or  dissolution.
The Common Stock has no preemptive, conversion or redemption rights or sinking fund provisions.

         Shareholders  are entitled to dividends when declared by the Company's  Board of Directors,  after  satisfaction  of the prior
rights of holders of  outstanding  Preferred  Stock,  if any,  subject to certain  restrictions  on payment of  dividends as imposed by
California law.

         As of May 31, 2001, there were  outstanding  27,800,219  shares of Common Stock held by approximately  1,465 holders of record
and  approximately  2,686  beneficial  holders.  The transfer agent and registrar for the Company's Common Stock is U.S. Stock Transfer
Corporation, Glendale, California.

         PREFERRED STOCK

         The Company's Board of Directors,  without shareholder  approval,  may authorize one or more classes of Serial Preferred Stock
with  preferences  or voting  rights that may adversely  affect the rights of holders of Common  Stock.  Although it is not possible to
state the actual effect that any issuance of Preferred  Stock might have upon the rights of holders of the Common  Stock,  the issuance
of Preferred Stock might

         o        restrict dividends on Common Stock if Preferred Stock dividends have not been paid;

         o        dilute the voting  power and equity  interest of holders of Common  Stock to the extent  that any  Preferred
                  Stock series has voting rights or is convertible into Common Stock; or

         o        prevent current holders of Common Stock from  participating in the Company's  assets upon liquidation  until
                  any liquidation preferences granted to the holders of the Preferred Stock are satisfied.

         In addition,  the Company's issuance of Preferred Stock may, under certain  circumstances,  have the effect of discouraging an
attempt to change control of the Company.

         There are no shares of Preferred  Stock  outstanding,  although  the Company has set aside up to 1,000,000  shares of Series A
Preferred Stock for issuance in connection with the Company's shareholders rights plan described below.

         THE COMPANY HAS ADOPTED A PREFERRED SHARES RIGHTS AGREEMENT THAT MAY HAVE CERTAIN ANTI-TAKEOVER EFFECTS

         The Company has adopted a Preferred  Shares Rights  Agreement (the "Rights  Agreement"),  with U.S. Stock Transfer  Corp.,  as
Rights Agent (the  "Rights  Agent").  Pursuant to the Rights  Agreement  the  Company's  Board of Directors  declared a dividend of one
right (a "Right") to purchase one one-thousandth  share of the Company's Series A Participating  Preferred Stock ("Series A Preferred")
for each  outstanding  share of Common  Stock,  no par value of the  Company.  The  dividend  was payable on July 14, 2000 (the "Record
Date"),  to  shareholders  of record as of the close of business on that date.  Each Right entitles the  registered  holder to purchase
from the Company one  one-thousandth  of a share of Series A Preferred at an exercise price of $50.00 (the "Purchase  Price"),  subject
to adjustment.  The Rights will not be exercisable until the Distribution Date, as set forth and described in the Rights Agreement.

         The Rights  approved by the  Company's  Board of Directors  are designed to protect and maximize the value of the  outstanding
equity  interests  in the  Company in the event of an  unsolicited  attempt by an  acquiror  to take over the Company in a manner or on
terms not approved by the Board of Directors.  Takeover  attempts  frequently  include  coercive tactics to deprive the Company's Board
of Directors and its  shareholders  of any real  opportunity  to determine the destiny of the Company.  The Rights were declared by the
Board of  Directors in order to deter such  tactics,  including a gradual  accumulation  of shares in the open market of 20% or greater
position, followed by a merger or a partial or two-tier tender offer that does not treat all shareholders equally.

Item 2.  EXHIBITS.  The following exhibits are filed as part of this registration statement.

         3.1      Articles of  Incorporation  of Registrant,  as amended  (incorporated  by reference from, and filed as Exhibit 3.1 to
                  Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, Commission File No. 1-10394).

         3.2      Bylaws of Registrant, as amended.

         4.1      Form of Registrant's Common Stock certificate.

         4.2      Preferred  Shares Rights  Agreement,  dated as of June 21, 2000,  between CVB Financial Corp. and U.S. Stock Transfer
                  Corp., including the Certificate of Determination,  the form of Rights Certificate and the Summary of Rights attached
                  thereto  as  EXHIBITS  A, B and C,  respectively  (incorporated  by  reference  from,  and  filed as  Exhibit  4.1 to
                  Registrant's Registration Statement on Form 8-A filed June 22, 2000, Commission File No. 0-10140).

         4.3      Certificate of  Determination of  Participating  Preferred Stock of Registrant,  (incorporated by reference from, and
                  attached as Exhibit A to the Preferred  Shares  Rights  Agreement,  dated as of June 21, 2000,  between CVB Financial
                  Corp. and U.S. Stock Transfer Corp.,  filed as Exhibit 4.1 to Registrant's  Registration  Statement on Form 8-A filed
                  June 22, 2000, Commission File No. 0-10140).

         4.4      Form of Rights Certificate  (incorporated by reference from, and attached as Exhibit B to the Preferred Shares Rights
                  Agreement,  dated as of June 21, 2000,  between CVB Financial Corp. and U.S. Stock Transfer  Corp.,  filed as Exhibit
                  4.1 to Registrant's Registration Statement on Form 8-A filed June 22, 2000, Commission File No. 0-10140).

         4.5      Summary of Rights  (incorporated  by  reference  from,  and  attached  as Exhibit C to the  Preferred  Shares  Rights
                  Agreement,  dated as of June 21, 2000,  between CVB Financial Corp. and U.S. Stock Transfer  Corp.,  filed as Exhibit
                  4.1 to Registrant's Registration Statement on Form 8-A filed June 22, 2000, Commission File No. 0-10140).

                                                               SIGNATURE

                  Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of 1934, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date:  May 31, 2001                                          CVB FINANCIAL CORP.

                                                             By:      /s/ D. Linn Wiley
                                                                --------------------------------------------
                                                                      D. Linn Wiley
                                                                      President and Chief Executive Officer

EXHIBIT INDEX

         3.1      Articles of  Incorporation  of Registrant,  as amended  (incorporated  by reference from, and filed as Exhibit 3.1 to
                  Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, Commission File No. 1-10394).

         3.2      Bylaws of Registrant, as amended.

         4.1      Form of Registrant's Common Stock certificate.

         4.2      Preferred  Shares Rights  Agreement,  dated as of June 21, 2000,  between CVB Financial Corp. and U.S. Stock Transfer
                  Corp., including the Certificate of Determination,  the form of Rights Certificate and the Summary of Rights attached
                  thereto  as  EXHIBITS  A, B and C,  respectively  (incorporated  by  reference  from,  and  filed as  Exhibit  4.1 to
                  Registrant's Registration Statement on Form 8-A filed June 22, 2000, Commission File No. 0-10140).

         4.3      Certificate of  Determination of  Participating  Preferred Stock of Registrant,  (incorporated by reference from, and
                  attached as Exhibit A to the Preferred  Shares  Rights  Agreement,  dated as of June 21, 2000,  between CVB Financial
                  Corp. and U.S. Stock Transfer Corp.,  filed as Exhibit 4.1 to Registrant's  Registration  Statement on Form 8-A filed
                  June 22, 2000, Commission File No. 0-10140).

         4.4      Form of Rights Certificate  (incorporated by reference from, and attached as Exhibit B to the Preferred Shares Rights
                  Agreement,  dated as of June 21, 2000,  between CVB Financial Corp. and U.S. Stock Transfer  Corp.,  filed as Exhibit
                  4.1 to Registrant's Registration Statement on Form 8-A filed June 22, 2000, Commission File No. 0-10140).

         4.5      Summary of Rights  (incorporated  by  reference  from,  and  attached  as Exhibit C to the  Preferred  Shares  Rights
                  Agreement,  dated as of June 21, 2000,  between CVB Financial Corp. and U.S. Stock Transfer  Corp.,  filed as Exhibit
                  4.1 to Registrant's Registration Statement on Form 8-A filed June 22, 2000, Commission File No. 0-10140).