As filed with the Commission on May 4, 1998
                                                Commission File No. ___________

                                      UNITED STATES
                            SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C. 20549

                                         FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                     SIERRAWEST BANCORP
                   ----------------------------------------------------
                  (Exact name of registrant as specified in its charter)

          California                                 68-0091859
-------------------------------          -------------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification Number)
incorporation or organization)                
                                                     

    10181 Truckee-Tahoe Airport Road, PO Box 61000, Truckee, CA 96160-9010
    --------------------------------------------------------------------------- 
                    (Address of principal executive offices)

            Continental Pacific Bank 1990 Amended Stock Option Plan
            California Community Bancshares Corporation 1993 Amended
                      and Restated Stock Option Plan
            --------------------------------------------------------
                            (Full title of plan)

                              David C. Broadley
                              SierraWest Bancorp
                       10181 Truckee-Tahoe Airport Road
                               PO Box 61000
                            Truckee, CA 96160-9010
                                (530) 582-3000
             -------------------------------------------------------
            (Name, address and telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>

------------------------------ --------------- ----------------------------- ---------------------------- ----------------
Title of securities            Amount to be    Proposed maximum offering     Proposed                     Amount of              
 to be registered              registered      price per share(1)            maximum                      registration
                                                                             aggregate                    fee
                                                                             offering price(1)
<S>                            <C>             <C>                           <C>                          <C>
------------------------------ --------------- ----------------------------- ---------------------------- ----------------
Continental Pacific Bank
1990 Amended Stock Option
Plan - Common Stock and
related option                 40,000          $11.8056                      $472,224                     $139.31
------------------------------ --------------- ----------------------------- ---------------------------- ----------------
California Community
Bancshares Corporation 1993
Amended and Restated Stock
Option Plan - Common Stock
and related options
                               60,000          $13.9157                      $834,942                     $246.31
------------------------------ --------------- ----------------------------- ---------------------------- ----------------
</TABLE>

(1) In  accordance  with Rule  457(h),  based on the  weighted  average
exercise price of options.

         This  registration   statement  shall  hereafter  become  effective  in
accordance  with Rule 462  promulgated  under  the  Securities  Act of 1933,  as
amended.


<PAGE>

                                      Part II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  SierraWest  Bancorp (the  "Company")  hereby  incorporates  by
reference in this registration statement the following documents:

                  (a) The  Company's  annual  report  on Form  10-K for the year
                      ended  December 31, 1997, as filed with the Securities and
                      Exchange Commission (the "Commission") on March, 31, 1998;

                  (b) The description of the Company's common stock contained in
                      the Company's Registration Statement on Form S-4, as filed
                      with the Commission on January 2, 1998.

                  (c) All other reports filed pursuant to Section 13(a) or 15(d)
                      of the  Exchange  Act  since  the end of the  fiscal  year
                      covered  by the  registrant  document  referred  to in (a)
                      above.

                  (d) The  Company's  report  on Form  8-K as  filed  with  the
                      Commision on April 29, 1998.

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective  amendment to this registration  statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.

                  The class of  securities  to be  offered is  registered  under
Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Officers and Directors.

                  Section 317 of the California  General  Corporations  Law (the
"CGCL")  authorizes a court to award, or a  corporation's  board of directors to
grant,  indemnity to directors and officers who are parties or are threatened to
be made parties to any  proceeding  (with certain  exceptions)  by reason of the
fact that the person is or was an agent of the  corporation,  against  expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in  connection  with the  proceeding if that person acted in good faith and in a
manner  the  person  reasonably  believed  to be in the  best  interests  of the
corporation.  Section 204 of the CGCL provides that this limitation on liability
has no  effect  on a  director's  liability  if (i) for acts or  omissions  that
involve intentional  misconduct or a knowing and culpable violation of law, (ii)
for acts or  omissions  that a  director  believes  to be  contrary  to the best
interests of the corporation or its  shareholders or that involve the absence of
good faith on the part of the director,  (iii) for any transaction  from which a
director derived an improper personal  benefit,  (iv) for acts or omissions that
show a reckless  disregard for the  director's  duty to the  corporation  or its
shareholders  in  circumstances  in which the director was aware, or should have
been aware, in the ordinary course of performing a director's  duties, of a risk
of a serious  injury to the  corporation  or its  shareholders,  (v) for acts or
omissions that constitute an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the corporation or its  shareholders,  (vi)
under Section 310 of the CGCL (concerning  contracts or transactions between the
corporation  and a director) or (vii) under Section 316 of the CGCL  (directors'
liability for improper  dividends,  loans and guarantees).  Section 317 does not
extend  to acts or  omissions  of a  director  in his  capacity  as an  officer.

                                        2
<PAGE>
Further,  Section  317 has no effect on claims  arising  under  federal or state
securities  laws and does not affect the  availability  of injunctions and other
equitable remedies available to the Company's  shareholders for any violation of
a director's  fiduciary  duty to the Company or its  shareholders.  Although the
validity and scope of the legislation  underlying  Section 317 have not yet been
interpreted to any significant extent by the California courts,  Section 317 may
relieve  directors of monetary  liability  to the Company for grossly  negligent
conduct,  including conduct in situations  involving  attempted takeovers of the
Company.

                  In  accordance  with Section 317,  the  Company's  Articles of
Incorporation,  as amended (the "Articles"), limit the liability of a directors,
officers and employees to the Company or its  shareholders  for monetary damages
to the fullest extent  permissible  under  California law, and in excess of that
authorized  under  Section 317. The Articles and the Company's  By-Laws  further
provide for  indemnification of corporate agents to the maximum extent permitted
by the CGCL.

                  The Company also maintains insurance policies which insure its
officers  and  directors  against  certain  liabilities  in an annual  aggregate
maximum amount of $10,000,000

                  The  foregoing   summaries  are  necessarily  subject  to  the
complete text of the statute,  the Articles,  the By-Laws  referred to above and
are qualified in their entirety by reference thereto.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.


  Exhibit                                       Description

    4.1       Continental Pacific Bank 1990 Amended Stock Option Plan

    4.2       California Community Bancshares Corporation 1993 Amended and
              Restated Stock Option Plan

    5         Opinion of Counsel as to the legality of securities being
              registered

    23.1      Consent of Counsel (included in Exhibit 5)

    23.2      Consent of Independent Auditors

    25        Power of Attorney (included in signature page of this
              registration statement)

Item 9.  Undertakings.

         (a)      Rule 415 Offering.

                  The undersigned registrant hereby undertakes:

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

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

                                        3
<PAGE>
                           (ii) To reflect in the prospectus any facts or events
arising after the effective
date of the registration statement (or the most recent post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;

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

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

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

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

         (b)  Filings   incorporating   subsequent  Exchange  Act  documents  by
reference.

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

         (h)  Request  for   acceleration   of  effective   date  of  filing  of
registration statement on Form S-8.

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

                                        4

<PAGE>

                                    SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the registrant  certifies it has reasonable grounds to believe that it meets all
of the  requirements  for  filing on Form S-8 and has caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Truckee, State of California, on April 30, 1998.

                               SIERRAWEST BANCORP
                               (Registrant)

                               By /s/ William T. Fike
                                  -------------------
                                  William T. Fike
                                  President and
                                  Chief Executive Officer

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement has been signed below by the following  persons on
behalf of the registrant in the capacities and on the dates indicated.
<TABLE>

         Signature                                     Title                                   Date
         ---------                                     -----                                   ----
<S>      <C>                                           <C>                                     <C>

         /s/ William T. Fike                           President and Chief Executive Officer   April 30, 1998
--------------------------------------------           and Director (Principal Executive
         William T. Fike                               Officer)
                                                       

         /s/ David C. Broadley                         Executive Vice President and Chief      April 30, 1998
--------------------------------------------
         David C. Broadley                             Financial Officer (Principal
                                                       Financial and Accounting Officer)

         /s/ Jerrold T. Henley                         Director and Chairman                   April 30, 1998
--------------------------------------------
         Jerrold T. Henley

         /s/ David W. Clark                            Director                                April 30, 1998
--------------------------------------------
         David W. Clark

                                                       Director                                April __, 1998
-----------------------------------------
         Ralph J. Coppola

         /s/ Richard S. Gaston                         Director                                April 30, 1998
--------------------------------------------
         Richard S. Gaston

         /s/ John J. Johnson                           Director                                April 30, 1998
--------------------------------------------
         John J. Johnson

         /s/ Ronald A. Johnson                         Director                                April 30, 1998
--------------------------------------------
         Ronald A. Johnson


         /s/ Jack V. Leonesio                          Director                                April 30, 1998
--------------------------------------------
         Jack V. Leonesio

</TABLE>
                                        5
<PAGE>
<TABLE>

Signatures (Continued)

         Signature                                     Title                                   Date
         ---------                                     -----                                   ----
<S>      <C>                                           <C>                                     <C>
         /s/ A. Morgan Jones                           Director                                April 30, 1998
--------------------------------------------
         A. Morgan Jones

         /s/ William W. McClintock                     Director                                April 30, 1998
------------------------------------
         William W. McClintock

         /s/ Bernard E. Moore                          Director                                April 30, 1998
--------------------------------------------
         Bernard E. Moore

         /s/ Gary E. Stein                             Director                                April 30, 1998
--------------------------------------------
         Gary E. Stein

         /s /Thomas M. Watson                          Director                                April 30, 1998
--------------------------------------------
         Thomas M. Watson

</TABLE>

                                        6

<PAGE>

                                POWER OF ATTORNEY

                  Know all men by these  presents  that each of the  undersigned
does hereby make,  constitute and appoint William T. Fike and David C. Broadley,
or either of them, as the true and lawful  attorney-in-fact  of the undersigned,
with full power of substitution  and revocation,  for and in the name, place and
stead of the undersigned,  to execute and deliver the Registration  Statement on
Form S-8,  and any and all  amendments  thereto,  including  without  limitation
pre-effective and post-effective amendments thereto; such Form S-8 and each such
amendment  to be in such form and to contain such terms and  provisions  as said
attorney or substitute  shall deem  necessary or desirable;  giving and granting
unto said attorney,  or to such person as in any case may be appointed  pursuant
to the power of  substitution  herein given,  full power and authority to do and
perform any and every act and thing whatsoever  requisite,  necessary or, in the
opinion of said  attorney or  substitute,  able to be done in such matter as the
undersigned  might or could  do if  personally  present,  hereby  ratifying  and
confirming all that said attorney or such substitute  shall lawfully do or cause
to be done by virtue hereof.

                  In witness whereof,  each of the undersigned has duly executed
this Power of Attorney.


              /s/ David W. Clark                             April 30, 1998
-----------------------------------------------
                  David W. Clark

                                                             April __, 1998
-----------------------------------------------
                  Ralph J. Coppola

              /s/ Richard S. Gaston                          April 30, 1998
-----------------------------------------------
                  Richard S. Gaston

              /s/ Jerrold T. Henley                          April 30, 1998
------------------------------------------------
                  Jerrold T. Henley

             /s / John J. Johnson                           April 30, 1998
------------------------------------------------
                  John J. Johnson

              /s/ Ronald A. Johnson                          April 30, 1998
------------------------------------------------
                  Ronald A. Johnson

              /s/ A. Morgan Jones                            April 30, 1998
-------------------------------------------------
                  A. Morgan Jones

              /s/ Jack V. Leonesio                           April 30, 1998
-------------------------------------------------
                  Jack V. Leonesio

              /s/ William W. McClintock                      April 30, 1998
-------------------------------------------------
                  William W. McClintock

              /s/ Bernard E. Moore                           April 30, 1998
-------------------------------------------------
                  Bernard E. Moore

              /s/ Gary E. Stein                              April 30, 1998
-------------------------------------------------
                  Gary E. Stein

              /s/ Thomas M. Watson                           April 30, 1998
-------------------------------------------------
                  Thomas M. Watson


<PAGE>

                                     EXHIBITS LIST
                                     -------------  


                                                                  Sequentially
Exhibit               Description                                 Numbered Page

4.1       Continental Pacific Bank 1990 Amended Stock Option Plan.

4.2       California Community Bancshares Corporation 1993 Amended and Restated
          Stock Option Plan.

5         Opinion of Counsel as to the legality of securities being registered.

23.1      Consent of Counsel (included in Exhibit 5).

23.2      Consent of Independent Auditors.

25        Power of  Attorney  (included in signature page of this registration
          statement).

<PAGE>

                                                                 Exhibit 4.1






                              CONTINENTAL PACIFIC BANK

                           1990 AMENDED STOCK OPTION PLAN












<PAGE>

                               CONTINENTAL PACIFIC BANK

                             1990 AMENDED STOCK OPTION PLAN

                                        INDEX

                                                                           Page



1.       Purpose..............................................................1

2.       Administration.......................................................1

3.       Participants.........................................................2

4.       The Shares...........................................................2

5.       Grants, Terms and Conditions of Options..............................2

6.       Adjustment of and Changes in the Shares..............................6

7.       Listing or Qualification of Shares...................................7

8.       Binding Effect of Conditions.........................................8

9.       Amendment and Termination of the Plan................................8

10.      Effectiveness of the Plan............................................8

11.      Privileges of Stock Ownership; Securities Law Compliance; Notice 
         of Sale..............................................................8

12.      Indemnification......................................................9

13.      Withholding Taxes....................................................9

14.      Exclusion From Pension and Profit Sharing Computation................9


<PAGE>

                                                                    Exhibit 4.2



                       CONTINENTAL PACIFIC BANK

                    1990 AMENDED STOCK OPTION PLAN



1.       Purpose.

                  The  purpose  of this  1990  Amended  Stock  Option  Plan (the
"Plan") of Continental Pacific Bank and its Affiliates (hereinafter collectively
referred  to as the "Bank") is to secure for the Bank and its  stockholders  the
benefits  of the  incentive  inherent  in  the  ownership  of  Common  Stock  of
Continental  Pacific Bank by directors  and those key  full-time  employees  and
officers of the Bank who will share  responsibility  with management of the Bank
for its future growth and success.

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

2.       Administration.

                  The following  provisions shall govern the  administration  of
the Plan:

                  (a) The Plan shall be administered by a committee of the Board
of  Directors  appointed  for  this  purpose  by the  Board  of  Directors  (the
"Committee")  composed  of not less  than  three  (3)  directors.  The  Board of
Directors  may from  time to time  remove  members  from or add  members  to the
Committee.  Vacancies on the Committee,  however caused,  shall be filled by the
Board of  Directors.  The Board of  Directors  shall  designate  a Chairman  and
Vice-Chairman  of the Committee  from among the Committee  members.  Acts of the
Committee (i) at a meeting, held at a time at which a quorum of the Committee is
present and acting,  or (ii) reduced to and approved in writing by a majority of
the members of the Committee, shall be the valid acts of the Committee.

                  (b) The Bank shall effect the grant of options  under the Plan
by  execution of  instruments  in writing in a form  approved by the  Committee.
Subject to the  express  terms and  conditions  of the Plan and the terms of any
option  outstanding  under the Plan,  the  Committee  shall  have full  power to
construe  the Plan and the  terms of any  option  granted  under  the  Plan,  to
prescribe,  amend and rescind rules and regulations relating to the Plan or such
options and to make all other  determinations  necessary  or  advisable  for the
Plan's administration, including, without limitation, the power to (i) determine
which  persons  meet the  requirements  of  Section 3 hereof  for  selection  as
participants  in the Plan and which persons are considered to be "employees" for
purposes of the Internal  Revenue Code of 1986,  as amended  (the  "Code"),  and

                                        1
<PAGE>
therefore  eligible  to  receive  incentive  stock  options  under  the  Plan (a
"Participant");  (ii) determine to whom of the eligible persons, if any, options
shall be  granted  under  the Plan;  (iii)  establish  the terms and  conditions
required or permitted to be included in every option agreement or any amendments
thereto,  including whether options to be granted thereunder shall be "incentive
stock  options,"  as  defined  in the Code,  or  "nonstatutory  stock  options";
provided,  however,  that in no event  shall  any  stock  option  be  deemed  an
incentive stock option unless specifically  designated as such by the Committee;
(iv) specify the number of shares to be covered by each option; (v) in the event
a  particular  option  is  to  be  an  incentive  stock  option,  determine  and
incorporate such terms and provisions,  as well as amendments  thereto, as shall
be required in the judgment of the Board of Directors or the Committee, so as to
provide for or conform such option to any change in any law, regulation,  ruling
or interpretation  applicable thereto; and (vi) to make all other determinations
deemed  necessary or  advisable  for  administering  the Plan.  The  Committee's
determination on the foregoing matters shall be conclusive.

3.       Participants.

                  Participants  eligible to receive  nonstatutory  stock options
under the Plan shall be those  directors,  officers  and other  key,  full-time,
salaried  employees of the Bank to whom options may be granted from time to time
by the Committee. Participants eligible to receive incentive stock options under
the Plan shall be those key  full-time  salaried  officers and  employees of the
Bank  to whom  options  may be  granted  from  time  to  time by the  Committee.
Nonemployee  directors of the Bank are not eligible to receive  incentive  stock
options.

4.       The Shares.

                  The  shares  of stock  subject  to  options  authorized  to be
granted  under the Plan shall  consist of one  hundred  thirteen  thousand  four
hundred ninety-five  (113,495) shares of Common Stock, no par value (as adjusted
for stock  dividends)  (the  "Shares"),  of the Bank,  or the number and kind of
shares of stock or other  securities  which shall be substituted for such Shares
or to which such  Shares  shall be adjusted as provided in Section 6. The Shares
subject to the Plan may be set aside out of the authorized  but unissued  shares
of Common Stock of the Bank not reserved for any other  purpose or out of Shares
of  Common  Stock  subject  to an  option  which,  for  any  reason,  terminates
unexercised as to the Shares.  Up to fifty thousand (50,000) of the Shares shall
be available  for granting  options  solely to directors of the Bank;  provided,
however,  that the sum of all shares  granted  hereunder  to  directors  and key
full-time officers and employees of the Bank shall not exceed the maximum number
of  options  which  may be  granted  pursuant  to  the  Plan.  Furthermore,  the
limitation of the amount of Shares issued to directors  shall exclude  incentive
options granted to any director who is a full-time officer or full-time salaried
employee.

5.       Grants, Terms and Conditions of Options.

                  Options may be granted at any time prior to the termination of
the Plan to directors,  officers and other key, full-time, salaried employees of
the Bank who, in the judgment of the  Committee,  contribute  to the  successful
conduct of the Bank's operation  through their judgment,

                                        2
<PAGE>
interest, ability and special efforts; provided,  however, that: (i) an eligible
officer,  director or employee  shall not  participate in the granting of his or
her own option; (ii) the aggregate fair market value of the stock (determined as
of the date the option is  granted)  for which any one  employee  may be granted
incentive  stock  options in any calendar  year (under all stock option plans of
the Bank or its Affiliates)  shall not exceed the amount  permitted  pursuant to
Section 422A of the Code;  (iii) except in the case of  termination  by death or
disability  or  forfeiture  for cause,  as set forth in Section 5(c) below,  the
granted  option  must be  exercised  by  optionee no later than three (3) months
after any termination of employment with or status as a director of the Bank and
said  employment  or status as a director  must have been  continuous  since the
granting of the option.

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

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

                  (b)      Duration and Exercise of Options.

                  (i)  Officers  and key  employees.  Each option  granted to an
officer or key employee  shall vest and shall be  exercisable in such manner and
at such time up to but not  exceeding ten (10) years from the date the option is
granted as the Committee shall determined in its sole discretion; provided also,
however, that the Committee may, in its sole discretion,  accelerate the time of
exercise of any option  granted to such officer or employee;  provided  further,
that if an  incentive  stock  option is  granted  to an  employee  owning  stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Bank, such option by its terms is not exercisable  after
the expiration of five (5) years from the date such option is granted.

                  (ii) Directors.  All options granted to nonemployee  directors
of the Bank shall be  nonstatutory  options  which shall have a term of ten (10)
years.  In no event shall an  individual  who is a director  but not a full-time
officer or employee of the Bank  receive a grant of an option if the  cumulative
number of shares subject to options  granted to such  individual  under the Plan
during the period that he or she has served as a director but not as a full-time
officer or  employee  of the Bank would  exceed five  thousand  (5,000)  shares.
Furthermore,  twenty-five percent (25%) of the nonstatutory options granted to a
director  of the Bank  shall be  immediately  vested  and  exercisable,  and the
remainder  of the  options  shall vest and become  exercisable  as  follows:  an
additional  twenty-five percent (25%) of the total options one (1) year from the
date of the granting of such options; an additional twenty-five percent (25%) of

                                        3
<PAGE>

the total  options two (2) years from the date of the  granting of such  option;
and an additional twenty-five percent (25%) of the total options three (3) years
from the date of the granting of such options.

                  (iii)  Payment  and  certificates.  To the extent the right to
purchase Shares has vested under a Participant's stock option agreement, options
may be exercised  from time to time by delivering  payment in full at the Option
Price  for the  number of  Shares  being  purchased  by cash,  certified  check,
official bank check or the equivalent thereof,  except that the Committee in its
sole discretion,  and in accordance with rules prescribed by it, may also permit
payment to be made by: (a) delivery (on a form  prescribed by the  Committee) of
an  irrevocable  direction to a securities  broker  approved by the Committee to
sell Shares coupled with the Participant's  delivery of exercised vested options
to the Bank with  directions  to deliver the Shares to the broker or lender upon
delivery  by said  broker or lender of all or part of the sales  proceeds to the
Bank in payment of all or part of the purchase price and any withholding  taxes;
provided,  however,  that the Bank  shall not issue any shares  pursuant  hereto
until payment in full for said shares and any withholding  taxes are received by
the Bank; (b) delivery (on a form prescribed by the Committee) of an irrevocable
direction to pledge Shares to a securities  broker or lender (excluding the Bank
or affiliate  thereof)  approved by the  Committee as security for a loan by the
broker or lender and delivery by the broker or lender of all or part of the loan
proceeds  to the Bank in  payment of all or part of the  purchase  price and any
withholding  taxes;  or (c) delivery (on a form  prescribed by the Committee) to
the Bank of shares  of  common  stock of the Bank  which  have  been  owned by a
Participant for at least six months prior to delivery  thereof to the Bank, with
such shares of common stock valued at their fair market value,  as determined in
good faith by the  Committee,  on the date when new shares of the Bank's  common
stock are  purchased  under the Plan,  as payment of all or part of the purchase
price and any  withholding  taxes;  provided,  however,  that the Bank shall not
issue any shares  pursuant  hereto until payment in full for said shares and any
withholding  taxes are  received  by the Bank.  Payment  may also be made in any
other  form  approved  by  the  Committee,   consistent   with  applicable  law,
regulations and rules. To exercise an option,  the Participant must also deliver
to the Bank a written notice to the Secretary of the Bank identifying the option
or part  thereof  being  exercised,  specifying  the  number of Shares for which
payment is being  tendered and  providing  directions as to where and to whom to
issue the Shares.  The Bank shall deliver to the optionee (or a broker or lender
as approved by the Committee and as directed by the Participant), which delivery
shall be not less than  fifteen  (15) days and not more  than  thirty  (30) days
after the giving of such notice,  unless an earlier or later date shall mutually
be agreed upon,  without  transfer or issue tax to the optionee (or other person
entitled to exercise the option) at the  principal  office of the Bank,  or such
other place as shall be mutually  acceptable,  a certificate or certificates for
such  Shares  dated  the date the  options  were  validly  exercised;  provided,
however,  that the time of such  delivery  may be postponed by the Bank for such
period as may be required  for it with  reasonable  diligence to comply with any
requirements  of law. If an option  covers  incentive  and  non-statutory  stock
options,  separate  stock  certificates  shall be issued;  one or more for stock
acquired upon  exercise of the  incentive  stock options and one or more for the
stock acquired upon exercise of the nonstatutory  stock options.  Any portion of
the vested option that is not exercised shall accumulate and can be exercised at
any time during the term of such option.

                                        4
<PAGE>

                  (c) Termination of Directors, Employee or Officer Status. Upon
the termination of an optionee's status as a director, an employee or officer of
the Bank,  his or her rights to  exercise  an option  then held shall only be as
follows:

                  Death or Disability:  If an optionee's employment or status as
a director or an officer is terminated by death or disability,  such optionee or
such optionee's qualified  representative (in the event of the optionee's mental
disability)  or the  optionee's  estate (in the event of the  optionee's  death)
shall have the right for a period of twelve  (12) months  following  the date of
such death or  disability  to exercise the option to the extent the optionee was
entitled  to  exercise  such  option  on the  date of the  optionee's  death  or
disability,  provided  the  actual  date of  exercise  is in no event  after the
expiration of the term of the option.

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

                  Cause:  If a director or an employee or officer is  determined
by the Board of  Directors  to have  committed  an act of  embezzlement,  fraud,
dishonesty,  breach  of  fiduciary  duty to the  Bank,  or to have  deliberately
disregarded  the rules of the Bank which  resulted in loss,  damage or injury to
the Bank,  or if an optionee  makes any  unauthorized  disclosure  of any of the
secrets or confidential  information of the Bank, induces any client or customer
of the Bank to break any  contract  with the Bank or induces any  principal  for
whom the Bank acts as agent to terminate  such agency  relations,  or engages in
any  conduct  which  constitutes  unfair  competition  with the  Bank,  or if an
optionee is removed from any office of the Bank by the Federal Deposit Insurance
Corporation or any other bank  regulatory  agency,  neither the optionee nor the
optionee's  estate  shall be entitled to exercise any option with respect to any
Shares whatsoever after termination of employment or officer or director status,
whether or not after  termination  of employment or officer or director  status,
the  optionee may receive  payment from the Bank for vacation  pay, for services
rendered  prior to  termination,  for services for the day on which  termination
occurred,  for salary in lieu of notice,  or for other benefits.  In making such
determination,  the Board of  Directors  shall  act  fairly  and shall  give the
optionee  an  opportunity  to appear  and be heard at a hearing  before the full
Board of  Directors  and present  evidence  on the  optionee's  behalf.  For the
purpose of this paragraph,  termination of director,  employee or officer status
shall be  deemed  to occur  when the Bank  dispatches  notice  or  advice to the
optionee  that the  optionee's  employment or status as an officer is terminated
and not at the time of optionee's receipt thereof.

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

                  (d)   Transferability   of  Option.   Each  option   shall  be
transferable  only by will or the laws of descent and  distribution and shall be
exercisable during the optionee's lifetime only by the optionee.

                                        5
<PAGE>

                  (e) Other Terms and Conditions.  Options may also contain such
other  provisions,  which shall not be  inconsistent  with any of the  foregoing
terms, as the Committee shall deem appropriate. No option, however, nor anything
contained  in the Plan,  shall confer upon any optionee any right to continue in
the employ or in the status as a director  or officer of the Bank,  nor limit in
any way the right of the Bank to terminate an optionee's employment or status as
an officer at any time which right is hereby reserved.

                  (f) Use of  Proceeds  From  Stock.  Proceeds  from the sale of
Shares  pursuant  to the  exercise  of  options  granted  under  the Plan  shall
constitute general funds of the Bank.

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

6.       Adjustment of and Changes in the Shares.

                  In the event  the  shares  of  Common  Stock of the  Bank,  as
presently constituted, shall be changed into or exchanged for a different number
or kind of shares of stock or other securities of the Bank or of another bank or
corporation  (whether  by  reason  of  reorganization,   merger,  consolidation,
recapitalization,   reclassification,   split-up,   combination   of  shares  or
otherwise),  or if the  number of shares  of Common  Stock of the Bank  shall be
increased  through the payment of a stock dividend or through a stock split, the
Board of Directors shall  substitute for or add to each Share of Common Stock of
the Bank  theretofore  appropriated  or  thereafter  subject or which may become
subject to an option  under the Plan,  the number and kind of shares of stock or
other securities into which each  outstanding  Share of Common Stock of the Bank
shall be so changed,  or for which each Shares shall be  exchanged,  or to which
each  such  Share  shall  be  entitled,  as the case may be.  In  addition,  the
Committee shall make appropriate  adjustment in the number and kind of Shares as
to which outstanding  options,  or portions thereof then  unexercised,  shall be
exercisable, so that any optionee's proportionate interest in the Bank by reason
of his rights under unexercised  portions of such options shall be maintained as
before the  occurrence of such event.  Such  adjustment in  outstanding  options
shall be made without  change in the total price of the  unexercised  portion of
the option and with a corresponding adjustment in the option price per share.

                  In the event of sale,  dissolution  or liquidation of the Bank
or a merger or consolidation in which the Bank is not the surviving or resulting
corporation,  the  Committee  shall have the power to cause the  termination  of
every  option  outstanding  hereunder,  except that the  surviving  or resulting
corporation may, in its absolute and uncontrolled  discretion,  tender an option
or options to purchase  its shares on its terms and  conditions,  both as to the
number of shares  and  otherwise;  provided,  however,  that in all  events  the
optionee  shall  have the right  immediately  prior to such  sale,  dissolution,
liquidation or merger or consolidation in which the Bank is not the surviving or
resulting  corporation  to  notification  thereof  as soon as  practicable  and,
thereafter, to exercise the optionee's option to purchase Shares subject thereto
to the  extent of any  unexercised  portion  of the  option,  regardless  of the
vesting  provision  of Section  5(b)

                                        6
<PAGE>

hereof.  This right of exercise  shall be  conditioned  upon the  execution of a
final plan of dissolution or liquidation or a definitive  agreement of merger or
consolidation.

                  In the  event of an  offer  by any  person  or  entity  to all
shareholders  of the Bank to purchase  any or all shares of Common  Stock of the
Bank (or shares of stock or other securities which shall be substituted for such
shares or to which  such  shares  shall be  adjusted  as  provided  in Section 6
hereof), any optionee under this Plan shall have the right upon the commencement
of such offer to exercise the option and purchase  Shares subject thereto to the
extent of any exercised or unexercised  (whether or not vested)  portion of such
option.

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

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

                  Except as  expressly  provided in this  Section 6, an optionee
shall have no rights by reason of any of the following  events:  (1) subdivision
or  consolidation  of shares of stock of any  class;  (2)  payment  of any stock
dividend; (3) any other increase or decrease in the number of shares of stock or
any class; (4) any dissolution,  liquidation, merger, consolidation, spin-off of
assets or stock of another corporation. Any issue by the Bank of shares of stock
of any class,  or  securities  convertible  into shares of any class,  shall not
affect the number or price of Shares of Common Stock subject to the option,  and
no adjustment by reason thereof shall be made.

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

7.       Listing or Qualification of Shares.

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

                                        7
<PAGE>

8.       Binding Effect of Conditions.

                  The conditions and stipulations  herein  contained,  or in any
option granted pursuant to the Plan shall be, and constitute, a covenant running
with all of the Shares acquired by the optionee pursuant to this Plan,  directly
or indirectly,  whether the same have been issued or not, and those Shares owned
by the optionee  shall not be sold,  assigned or  transferred by any person save
and except in accordance with the terms and conditions herein provided,  and the
optionee shall agree to use the optionee's best efforts to cause the officers of
the Bank to refuse to record on the books of the Bank any assignment or transfer
made or  attempted  to be made  except as provided in the Plan and to cause said
officers  to  refuse to  cancel  old  certificates  or to issue or  deliver  new
certificates  therefor where the purchaser or assignee has acquired certificates
or the Shares  represented  thereby,  except  strictly  in  accordance  with the
provisions of the Plan. The  termination of the Plan shall not alter the maximum
duration,  the vesting provisions,  or any other term or condition of any option
granted prior to the termination of the Plan.

9.       Amendment and Termination of the Plan.

                  The Board of Directors shall have complete power and authority
to terminate or amend the Plan; provided,  however,  that the Board of Directors
shall not,  without  approval of the shareholders of the Bank and the consent of
the Superintendent of Banks, where necessary, (i) increase the maximum number of
Shares  for  which  options  may be  granted  under the Plan;  (ii)  change  the
computation as to minimum Option Price set forth in paragraph 5(a); (iii) extend
the period during which options may be granted or exercised;  (iv) change, alter
or amend  paragraph  5(b)(ii)  relating  to director  options;  or (v) amend the
requirements  as to the class of  employees  or  officers  eligible  to  receive
options.  Except as provided  inn  Section 6, no  termination,  modification  or
amendment  of the Plan may,  without  the  consent  of an  employee,  officer or
director to whom such option  shall  theretofore  have been  granted,  adversely
affect  the rights of such  employee,  officer or  director  under such  option.
Unless the Plan shall have been  terminated  by action of the Board of Directors
prior thereto,  it shall terminate ten (10) years from its adoption by the Board
of Directors unless earlier terminated by the Board of Directors.

10.      Effectiveness of the Plan.

                  The Plan shall  become  effective  only upon  adoption  by the
Board of Directors and,  within 12 months before or after adoption by the Board,
approval  by the  shareholders  of the Bank,  as  follows:  (a) in the event the
approval is by vote at a meeting of the shareholders,  the Plan must be approved
by a majority of all the shares  represented  and voting at the meeting and by a
majority of the disinterested  shares represented and voting at the meeting;  or
(b) in the event the  approval is by written  consent of the  shareholders,  the
Plan must be approved by a majority  of all of the  outstanding  shares and by a
majority of the disinterested shares.

11.      Privileges of Stock Ownership; Securities Law Compliance;
                  Notice of Sale.

                  No  optionee  shall be  entitled  to the  privileges  of stock
ownership as to any Shares not actually issued and delivered to the optionee. No
Shares shall be purchased  upon

                                        8
<PAGE>

the exercise of any option unless and until any then applicable  requirements of
any regulatory  agencies having jurisdiction and of any exchanges upon which the
Common Stock of the Bank may be listed shall have been fully  complied with. The
Bank shall  diligently  endeavor to comply with all applicable  securities  laws
before any options  are granted  under the Plan and before any Shares are issued
pursuant  to the  exercise of such  options.  The  optionee  shall give the Bank
notice of any sale or other  disposition  of any such  Shares not more than five
(5) days after such sale or other disposition.

12.      Indemnification.

                  To the extent  permitted by applicable law in effect from time
to time,  no member of the Board of Directors  or Committee  shall be liable for
any  action or  omission  of any  other  member  of the  Board of  Directors  or
Committee nor for any act or omission on the member's own part,  excepting  only
the  member's own willful  misconduct  or gross  negligence.  The Bank shall pay
expenses incurred by, and satisfy a judgment or fine rendered or levied against,
a present or former  director or member of the  Committee in any action  against
such  person  (whether  or not the  penalty on such person for an act alleged to
have been  committed by such person while a director or member of the  Committee
arising with respect to the Plan or administration  thereof or out of membership
on the Committee or by the Bank,  or all or any  combination  of the  preceding;
provided, the Director or Committee member was acting on good faith, within what
such director or Committee  member  reasonably  believed to have been within the
scope of his or her  employment  or authority  and for a purpose which he or she
reasonably believed to be in the best interests of the Bank or its shareholders.
Payments  authorized  hereunder  include  amounts paid and expenses  incurred in
settling any such action or  threatened  action.  This Section does not apply to
any action instituted or maintained in the right of the Bank by a shareholder or
holder of a voting  trust  certificate  representing  shares  of the  Bank.  The
provisions of this Section shall apply to the estate,  executor,  administrator,
heirs,  legatees or devisees of a director  or  Committee  member,  and the term
"person"  as  used  in  this  Section  shall   include  the  estate,   executor,
administrator, heirs, legatees, or devisees or such person.

13.      Withholding Taxes.

                  Whenever the Bank proposes or is required to issue or transfer
Shares of common stock under this Plan, the Bank shall have the right to require
the optionee to remit to the Bank an amount  sufficient  to satisfy any federal,
state  and  local  withholding  tax  requirement  prior to the  delivery  of any
certificate for such Shares.  To the extent  permissible  under  applicable tax,
securities  and other  laws,  the Bank may, in its sole  discretion,  permit the
optionee to satisfy tax withholding  requirements by directing the Bank to apply
Shares to which the  optionee  is  entitled  as a result of the  exercise  of an
option to satisfy such requirement.

14.      Exclusion From Pension and Profit Sharing Computation.

                  By an acceptance of an option,  each optionee  shall be deemed
to have agreed that the grant of any option and the exercise thereof are special
incentive  compensation and that they will not be taken into account as "salary"
or  "compensation" or "bonus" in determining the amount of any payment under any
pension,  retirement  or other  employee  benefit plan of the

                                        9
<PAGE>

Bank. In addition,  each  beneficiary of a deceased  optionee shall be deemed to
have agreed  that such  option will not affect the amount of any life  insurance
coverage  provided by the Bank on the life of the  optionee  which is payable to
such beneficiary  under any life insurance plan covering  directors or employees
of the Bank.


Dated:___________________                         _____________________________
                                                       Walter O. Sunderman
                                                           President



Dated:___________________                         _____________________________
                                                         John C. Usnick
                                                           Secretary


                                        10
<PAGE>


                                                              Exhibit 4.2







               CALIFORNIA COMMUNITY BANCSHARES CORPORATION

                        1993 STOCK OPTION PLAN

                  (As Amended and Restated March 19, 1996)







<PAGE>

                           TABLE OF CONTENTS

                                                                           Page




ARTICLE 1.  INTRODUCTION.....................................................1

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

                  2.1  The Committee.........................................1

                  2.2  Disinterested Directors...............................1

                  2.3  Committee Responsibilities............................2

ARTICLE 3.  LIMITATION ON AWARDS.............................................2

ARTICLE 4.  ELIGIBILITY......................................................2

                  4.1  General Rule..........................................2

                  4.2  Non-Employee Directors................................2

                  4.3  Ten-Percent Shareholders..............................3

                  4.4  Attribution Rules.....................................3

                  4.5  Outstanding Stock.....................................3

ARTICLE 5.  TERMS OF OPTIONS.................................................3

                  5.1  Stock Option Agreement................................3

                  5.2  Options Nontransferable...............................3

                  5.3  Number of Shares; Tax Status..........................4

                  5.4  Exercise Price........................................4

                  5.5  Exercisability and Term...............................4

                  5.6  Modification, Extension and Assumption of Options.....4

ARTICLE 6.  PAYMENT FOR OPTION SHARES........................................4

                  6.1  General Rule..........................................4

                  6.2  Surrender of Stock....................................5

                                  -i-
<PAGE>

                  6.3  Share Withholding.....................................5

                  6.4  Exercise/Sale.........................................5

                  6.5  Exercise/Loan.........................................5

                  6.6  Other Forms of Payment................................5

ARTICLE 7.  PROTECTION AGAINST DILUTION......................................5

                  7.1  General...............................................5

                  7.2  Reorganizations.......................................5

                  7.3  Reservation of Rights.................................6

ARTICLE 8.  LIMITATION OF RIGHTS.............................................6

                  8.1  Employment Rights.....................................6

                  8.2  Stockholders' Rights..................................6

                  8.3  Government Regulations................................6

ARTICLE 9.  WITHHOLDING TAXES................................................6

                  9.1  General...............................................6

                  9.2  Share Withholding.....................................7

ARTICLE 10.  FUTURE OF THE PLAN..............................................7

                  10.1  Term of the Plan.....................................7

                  10.2  Amendment or Termination.............................7

                  10.3  Effect of Amendment or Termination...................7

ARTICLE 11.  DEFINITIONS.....................................................7

ARTICLE 12.  EXECUTION.......................................................8

                                        -ii-

<PAGE>
                 CALIFORNIA COMMUNITY BANCSHARES CORPORATION

                           1993 STOCK OPTION PLAN

                   (As Amended and Restated March 19, 1996)



                  ARTICLE 1.        INTRODUCTION.

                  The Plan was  adopted by the Bank on March 16,  1993,  and was
approved by the Bank's  shareholders  at the 1993 annual meeting of shareholders
and by the California State Banking Department. In 1996 the Bank reorganized and
the  Corporation's  shares  were  substituted  as Common  Shares  for the Bank's
shares.

                  The purpose of the Plan is to promote the long-term success of
the  Corporation  and the  creation  of  shareholder  value  by (a)  encouraging
Non-Employee  Directors  and Key  Employees  to  focus  on  critical  long-range
objectives,  (b)  encouraging  the  attraction  and  retention  of  Non-Employee
Directors  and Key Employees  with  exceptional  qualifications  and (c) linking
Non-Employee  Directors  and Key  Employees  directly to  shareholder  interests
through  increased  stock  ownership.  The Plan seeks to achieve this purpose by
providing  for awards in the form of  Options,  which may  constitute  incentive
stock options or nonstatutory stock options.

                  The amended  and  restated  Plan was  approved by the Board on
March 19, 1996 and is subject to approval by the  Corporation's  stockholders at
the 1996 annual meeting of  stockholders.  This amendment and restatement of the
Plan  increase  the amount of  options  available  for grant  under the Plan and
revises the definition of  Non-Employee  Director for purposes of Section 4.2(f)
to include an advisory  director or, if no advisory board of directors exists, a
consultant  who performs  services in a capacity  similar to that of an advisory
director.

                  The Plan shall be governed  by, and  construed  in  accordance
with, the laws of the State of California.

                  ARTICLE 2.  ADMINISTRATION.

                  2.1 The  Committee.  The  Plan  shall be  administered  by the
Committee. The Committee shall consist of two or more disinterested directors of
the Corporation, who shall be appointed by the Board.

                  2.2  Disinterested  Directors.  A person shall be deemed to be
"disinterested"  only if he or she,  during the 12 months before  serving on the
Committee,  has not been granted or awarded equity securities of the Corporation
under this Plan or under any other plan of the  Corporation  or an  affiliate of
the Corporation.  The foregoing  notwithstanding,  a Non-Employee Director shall
not fail to qualify as "disinterested"  merely because he or she is eligible for
the grant of Options within the limitation set forth in Section 4.2.

                                        1
<PAGE>

                  2.3 Committee Responsibilities. The Committee shall select the
Non-Employee  Directors and Key  Employees who are to receive  Options under the
Plan,  determine the number,  vesting  requirements and other conditions of such
Options,  interpret  the Plan,  and make all  other  decisions  relating  to the
operation of the Plan.  The  Committee  may adopt such rules or guidelines as it
deems  appropriate to implement the Plan. The Committee's  determinations  under
the Plan shall be final and binding on all persons.

                  ARTICLE 3.  LIMITATION ON AWARDS.

                  The aggregate  number of Options  awarded under the Plan shall
not exceed  200,000.  If any Options are forfeited,  lapse, or terminate for any
other  reason  before  being  exercised,  then such  Options  shall again become
available for awards under the Plan.  The  limitation of this Article 3 shall be
subject to adjustment pursuant to Article 7.

                  ARTICLE 4.  ELIGIBILITY.

                  4.1  General  Rule.  Only   Non-Employee   Directors  and  Key
Employees  shall be eligible for  designation as Optionees by the Committee.  In
addition, only Key Employees shall be eligible for the grant of ISOs.

                  4.2  Non-Employee  Directors.  Any other provision of the Plan
notwithstanding,  the participation of Non-Employee  Directors in the Plan shall
be subject to the following restrictions:

                  (a) Non-Employee  Directors shall receive no grants other than
the NSOs described in this Section 4.2.

                  (b) Each Non-Employee Director who first joins the Board shall
receive an NSO covering  1,000 Common Shares on the first business day after his
or her initial  election to the Board.  (The number of Common Shares included in
an NSO granted under this  SubSection  (b) shall be subject to adjustment  under
Article 7.) NSOs granted to each Non-Employee Director who first joins the Board
shall become exercisable in full on the first anniversary of the date of grant.

                  (c) On the first business day following the conclusion of each
regular annual meeting of the Bank's  shareholders,  each Non-Employee  Director
who will continue  serving as a member of the Board  thereafter shall receive an
NSO covering 250 Common Shares  (subject to adjustment  under Article 7), except
that  such NSO  shall  not be  granted  in the  calendar  year in which the same
Non-Employee  Director  received the NSO described in SubSection (b) above. NSOs
granted under this SubSection (c) shall become  exercisable in four equal annual
installments  commencing on the date of grant and continuing over the three-year
period following the date of grant.

                  (d) All NSOs  granted to a  Non-Employee  Director  under this
Section  4.2  shall  also  become  exercisable  in  full  in  the  event  of the
termination of such Non-Employee  Director's service because of death, total and
permanent disability or retirement at or after age 65.

                                        2
<PAGE>

                  (e)  The   Exercise   Price  under  all  NSOs   granted  to  a
Non-Employee  Director  under this  Section 4.2 shall be equal to 100 percent of
the Fair Market Value of a Common Share on the date of grant, payable in cash or
in one of the forms described in Sections 6.2, 6.3, 6.4, 6.5 or 6.6.

                  (f) All NSOs  granted to a  Non-Employee  Director  under this
Section 4.2 shall  terminate on the earliest of (i) the 10th  anniversary of the
date of  grant,  (ii)  the date  three  months  after  the  termination  of such
Non-Employee  Director's  service  for any reason  other than death or total and
permanent  disability or (iii) the date 12 months after the  termination of such
Non-Employee  Director's  service  because  of  death  or  total  and  permanent
disability.

                  4.3  Ten-Percent  Shareholders.  A Key  Employee who owns more
than 10 percent of the total combined voting power of all classes of outstanding
stock of the  Corporation or any of its  Subsidiaries  shall not be eligible for
the grant of an ISO unless (a) the Exercise Price under such ISO is at least 110
percent of the Fair Market  Value of a Common Share on the date of grant and (b)
such ISO by its terms is not exercisable after the expiration of five years from
the date of grant.

                  4.4  Attribution  Rules.  For  purposes  of  Section  4.3,  in
determining  stock  ownership,  a Key Employee  shall be deemed to own the stock
owned (directly or indirectly) by or for his or her brothers,  sisters,  spouse,
ancestors and lineal descendants. Stock owned (directly or indirectly) by or for
a  corporation,  partnership,  estate  or  trust  shall  be  deemed  to be owned
proportionately  by or for its shareholders,  partners or  beneficiaries.  Stock
with respect to which the Key Employee holds an option shall not be counted.

                  4.5   Outstanding   Stock.   For   purposes  of  Section  4.3,
"outstanding  stock" shall  include all stock  actually  issued and  outstanding
immediately after the grant of the ISO to the Key Employee.  "Outstanding stock"
shall not include shares authorized for issuance under outstanding  options held
by the Key Employee or by any other person.

                  ARTICLE 5.  TERMS OF OPTIONS.

                  5.1 Stock Option Agreement.  Each grant of an Option under the
Plan shall be evidenced by a Stock Option Agreement between the Optionee and the
Corporation. Such Option shall be subject to all applicable terms and conditions
of the Plan and may be subject to any other terms and  conditions  which are not
inconsistent  with  the Plan and  which  the  Committee  deems  appropriate  for
inclusion in a Stock Option Agreement. Subject to Section 4.2, the provisions of
the various  Stock  Option  Agreements  entered  into under the Plan need not be
identical. If the Optionee is a Key Employee, the Committee may designate all or
any part of the Option as an ISO.

                  5.2 Options Nontransferable.  No Option granted under the Plan
shall be  transferable  by the  Optionee  other than by will,  by a  beneficiary
designation  executed by the Optionee and delivered to the Corporation or by the
laws of descent and distribution. An Option may be exercised during the lifetime
of the  Optionee  only  by him or  her  or by  his  or  her  guardian  or  legal
representative.  No Option or  interest  therein may be  transferred,  assigned,

                                        3
<PAGE>

pledged or hypothecated  by the Optionee during his or her lifetime,  whether by
operation of law or otherwise,  or be made subject to  execution,  attachment or
similar process.

                  5.3 Number of Shares; Tax Status.  Each Stock Option Agreement
shall  specify the number of Shares  subject to the Option and shall provide for
the  adjustment  of such number in  accordance  with Article 7. The Stock Option
Agreement shall also specify whether the Option is an ISO or an NSO.

                  5.4 Exercise Price.  Each Stock Option Agreement shall specify
the Exercise  Price.  The Exercise Price under an ISO shall not be less than 100
percent of the Fair Market Value of a Common Share on the date of grant,  except
as otherwise  provided in Section 4.3. The Exercise Price under an NSO shall not
be less than 100 percent of the Fair Market  Value of a Common Share on the date
of grant.  Subject to the preceding two sentences,  the Exercise Price under any
Option shall be determined by the Committee. The Exercise Price shall be payable
in accordance with Article 6.

                  5.5 Exercisability and Term. Each Stock Option Agreement shall
specify  the  date  when  all or any  installment  of the  Option  is to  become
exercisable.  The Stock  Option  Agreement  shall also  specify  the term of the
Option. The term of an Option shall in no event exceed 10 years from the date of
grant,  and Section 4.3 may  require a shorter  term for an ISO.  Subject to the
preceding  sentence,  the Committee  shall  determine when all or any part of an
Option is to become  exercisable  and when such Option is to expire.  Subject to
Section 4.2, a Stock Option Agreement may provide for accelerated exercisability
upon the  Optionee's  death,  disability  or  retirement or other events and may
provide  for  expiration  prior  to the  end of its  term  in the  event  of the
termination of the Optionee's service.

                  5.6 Modification,  Extension and Assumption of Options. Within
the  limitations  of the  Plan,  the  Committee  may  modify,  extend  or assume
outstanding  options or may  accept  the  cancellation  of  outstanding  options
(whether  granted by the  Corporation  or by  another  issuer) in return for the
grant of new  options  for the same or a  different  number of shares and at the
same  or  a  different  exercise  price.  The  foregoing   notwithstanding,   no
modification of an Option shall,  without the consent of the Optionee,  alter or
impair his or her rights or obligations under such Option.

                  ARTICLE 6.  PAYMENT FOR OPTION SHARES.

                  6.1 General Rule.  The entire  Exercise Price of Common Shares
issued upon  exercise of Options  shall be payable in cash at the time when such
Common Shares are purchased, except as follows:

                  (a) In the case of an ISO  granted  under  the  Plan,  payment
shall be made only pursuant to the express  provisions of the  applicable  Stock
Option Agreement. However, the Committee may, in its discretion,  specify in the
Stock Option  Agreement  that payment may be made  pursuant to Section 6.2, 6.3,
6.4, 6.5 or 6.6.

                                        4
<PAGE>

                  (b)  In  the  case  of an  NSO,  the  Committee  may,  in  its
discretion, accept payment pursuant to Section 6.2, 6.3, 6.4, 6.5 or 6.6.

                  6.2 Surrender of Stock. To the extent that this Section 6.2 is
applicable,  payment for all or any part of the Exercise  Price may be made with
Common  Shares  which have  already been owned by the Optionee for more than six
months and which are surrendered to the Corporation. Such Common Shares shall be
valued at their Fair  Market  Value on the date when the new  Common  Shares are
purchased under the Plan.

                  6.3 Share Withholding.  To the extent that this Section 6.3 is
applicable, payment for all or any part of the Exercise Price may be made by the
delivery (on a form prescribed by the Corporation) of options to purchase Common
Stock of the  Corporation.  Such  options  shall be valued at their Fair  Market
Value on the date when the new Common Shares are purchased under the Plan.

                  6.4  Exercise/Sale.  To the extent  that this  Section  6.4 is
applicable,  payment may be made by the  delivery (on a form  prescribed  by the
Corporation) of an irrevocable  direction to a securities broker approved by the
Corporation  to sell  Common  Shares  and to  deliver  all or part of the  sales
proceeds to the  Corporation in payment of all or part of the Exercise Price and
any withholding taxes.

                  6.5  Exercise/Loan.  To the extent  that this  Section  6.5 is
applicable,  payment  may be  made  by  delivery  (on a form  prescribed  by the
Corporation) of an irrevocable direction to pledge shares to a securities broker
or lender  (excluding the Corporation or an affiliate  thereof)  approved by the
Corporation as security for a loan by the broker or lender and to deliver all or
part of the loan  proceeds to the  Corporation  in payment of all or part of the
Exercise Price and any withholding taxes.

                  6.6 Other  Forms of Payment.  To the extent that this  Section
6.6 is  applicable,  payment  may be  made in any  other  form  approved  by the
Committee, consistent with applicable laws, regulations and rules.

                  ARTICLE 7.  PROTECTION AGAINST DILUTION.

                  7.1 General.  In the event of a subdivision of the outstanding
Common  Shares,  a  declaration  of a  dividend  payable  in  Common  Shares,  a
declaration  of a dividend  payable in a form  other  than  Common  Shares in an
amount that has a material  effect on the price of Common Shares,  a combination
or  consolidation  of the  outstanding  Common  Shares (by  reclassification  or
otherwise) into a lesser number of Common Shares, a recapitalization,  a spinoff
or a similar occurrence, the Committee shall make appropriate adjustments in one
or more of (a) the number of Options  available  for future awards under Article
3, (b) the number of Options included in awards to Non-Employee  Directors under
Section 4.2, (c) the number of Common Shares covered by each outstanding  Option
or (d) the Exercise Price under each outstanding Option.

                  7.2  Reorganizations.  In the event that the  Corporation is a
party to a merger or other 

                                        5

<PAGE>

reorganization,  outstanding Options shall be subject to the agreement of merger
or  reorganization.  Such  agreement may provide,  without  limitation,  for the
assumption of  outstanding  Options by the surviving  corporation or its parent,
for their  continuation  by the  Corporation  (if the Corporation is a surviving
corporation), for accelerated vesting or for settlement in cash.

                  7.3 Reservation of Rights.  Except as provided in this Article
7,  a  Participant  shall  have  no  rights  by  reason  of any  subdivision  or
consolidation of shares of stock of any class, the payment of any stock dividend
or any other increase or decrease in the number of shares of stock of any class.
Any issue by the  Corporation  of shares of stock of any  class,  or  securities
convertible  into  shares  of stock  of any  class,  shall  not  affect,  and no
adjustment  by reason  thereof  shall be made with  respect  to,  the  number or
Exercise  Price of Common  Shares  subject to an Option.  The grant of an Option
pursuant  to the Plan  shall  not  affect  in any way the  right or power of the
Corporation to make adjustments,  reclassifications,  reorganizations or changes
of its capital or business  structure,  to merge or  consolidate or to dissolve,
liquidate, sell or transfer all or any part of its business or assets.

                  ARTICLE 8.  LIMITATION OF RIGHTS.

                  8.1 Employment Rights. Neither the Plan nor any Option granted
under  the Plan  shall be  deemed  to give any  individual  a right to remain an
employee or director of the Corporation or a Subsidiary. The Corporation and its
Subsidiaries  reserve  the right to  terminate  the  service of any  employee or
director at any time and for any reason.

                  8.2  Stockholders'  Rights. An Optionee shall have no dividend
rights,  voting  rights or other  rights as a  stockholder  with  respect to any
Common  Shares  covered by his or her Option  prior to the  issuance  of a stock
certificate  for  such  Common  Shares.  No  adjustment  shall  be made for cash
dividends  or other  rights for which the record  date is prior to the date when
such certificate is issued, except as expressly provided in Article 7.

                  8.3 Government  Regulations.  Any other  provision of the Plan
notwithstanding,  the  obligations  of the  Corporation  with  respect to Common
Shares to be issued  pursuant  to the Plan shall be  subject  to all  applicable
laws, rules and regulations and such approvals by any  governmental  agencies or
stock  exchanges  as may be  required.  The  Corporation  reserves  the right to
restrict,  in whole or in part,  the delivery of Common  Shares  pursuant to any
Option until such time as any legal  requirements  or regulations  have been met
relating  to the  issuance  of such  Common  Shares,  to their  registration  or
qualification  (or  exemption  from  registration  or  qualification)  under the
Securities Act of 1933, as amended,  or any applicable state securities laws, or
to their listing on any stock exchange.

                  ARTICLE 9.  WITHHOLDING TAXES.

                  9.1 General.  To the extent  required by  applicable  federal,
state, local or foreign law, an Optionee shall make arrangements satisfactory to
the  Corporation for the  satisfaction  of any withholding tax obligations  that
arise by reason of an Option. The Corporation shall not be required to issue any
Common Shares under the Plan until such obligations are satisfied.

                                        6
<PAGE>

                  9.2 Share Withholding. The Committee may permit an Optionee to
satisfy  all or part of his or her  withholding  tax  obligations  by having the
Corporation  withhold a portion of any Common  Shares  that  otherwise  would be
issued to him or her or by  surrendering  a portion  of any Common  Shares  that
previously  were  issued to him or her.  Such Common  Shares  shall be valued at
their Fair Market  Value on the date when taxes  otherwise  would be withheld in
cash.  The  payment  of  withholding  taxes by  assigning  Common  Shares to the
Corporation,   if  permitted  by  the  Committee,   shall  be  subject  to  such
restrictions as the Committee may impose.

                  ARTICLE 10.  FUTURE OF THE PLAN.

                  10.1 Term of the Plan.  The Plan shall  remain in effect until
it is terminated under Section 10.2, except that no new Options shall be granted
after March 15, 2003.

                  10.2 Amendment or Termination.  The Board may, at any time and
for any reason,  amend or  terminate  the Plan,  except that the  provisions  of
Section  4.2  relating  to the  amount,  price and  timing  of Option  grants to
Non-Employee  Directors  shall not be  amended  more than once in any  six-month
period.  An  amendment  of the Plan  shall be  subject  to the  approval  of the
Corporation's  stockholders  only to the extent  required  by  applicable  laws,
regulations or rules.

                  10.3 Effect of Amendment or  Termination.  No Options shall be
granted under the Plan after the  termination  thereof.  The  termination of the
Plan, or any amendment  thereof,  shall not affect any Option previously granted
under the Plan.

                  ARTICLE 11.  DEFINITIONS.

                  11.1  "Bank" means Continental Pacific Bank, a California
banking corporation.

                  11.2  "Board" means the Corporation's Board of Directors, as
constituted from time to time.

                  11.3  "Code" means the Internal Revenue Code of 1986, as
amended.

                  11.4  "Committee" means a committee of the Board, as described
in Article 2.

                  11.5  "Common Share" means one share of the common stock of
the Corporation.

                  11.6  "Corporation" means California Community Bancshares
Corporation, a Delaware corporation.

                  11.7  "Exercise  Price"  means the amount for which one Common
Share may be purchased upon exercise of an Option, as specified by the Committee
in the applicable Stock Option Agreement.

                  11.8 "Fair Market Value" shall mean the fair market value of a
Common Share, as determined by the Committee in good faith.

                                        7
<PAGE>

                  11.9  "ISO" means an incentive stock option described in
Section 422(b) of the Code.
                         
                  11.10  "Key Employee" means a key common-law employee of the
Corporation or of a Subsidiary, as determined by the Committee.

                  11.11 "Non-Employee  Director" means a member of the Board who
is not a common-law  employee of the  Corporation or of a Subsidiary;  provided,
however,  that for purposes of Section 4.2(f) the term  "Non-Employee  Director"
shall include an advisory director or, if no advisory board of directors exists,
a consultant who performs  services in a capacity similar to that of an advisory
director.

                  11.12  "NSO" means an employee stock option not described in
Section 422 or 423 of the Code.
                          

                  11.13  "Option" means an ISO or NSO granted under the Plan and
entitling the holder to purchase one Common Share.

                  11.14  "Optionee" means an individual or estate who holds an
Option.

                  11.15  "Plan"  means  this  California   Community  Bancshares
Corporation 1993 Stock Option Plan, as it may be amended from time to time.

                  11.16 "Stock Option Agreement" means the agreement between the
Corporation   and  an  Optionee  which   contains  the  terms,   conditions  and
restrictions pertaining to his or her Option.

                  11.17 "Subsidiary"  means any corporation,  if the Corporation
and/or one or more other  Subsidiaries own not less than 50 percent of the total
combined voting power of all classes of outstanding stock of such corporation. A
corporation that attains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of such date.

                  ARTICLE 12.  EXECUTION.

                  To  record  the  adoption  of  the  Plan  by  the  Board,  the
Corporation has caused its duly  authorized  officer to affix the corporate name
and seal hereto.

                                   CALIFORNIA COMMUNITY BANCSHARES CORPORATION

                                   By______________________________________

                                   As its__________________________________


                                        8

<PAGE>
                                                                     Exhibit 5

           [Letterhead of McCutchen, Doyle, Brown and Enersen LLP]

SierraWest Bancorp
May 4, 1998                                              Direct: (415) 393-2000


10181 Truckee-Tahoe Airport Road
PO Box 61000
Truckee, CA 96160-9010

                   Registration Statement on Form S-8

Ladies and Gentlemen:

                  We have acted as counsel for SierraWest  Bancorp, a California
corporation,  (the "Company"),  in connection with the Registration Statement on
Form S-8 filed by the Company with the Securities and Exchange  Commission under
the  Securities  Act of 1933, as amended,  relating to the  registration  of (i)
40,000 shares of the Company's common stock, $.10 par value (the "Common Stock")
under the Continental Pacific Bank 1990 Amended Stock Option Plan, as assumed by
the  Company  in  connection  with its merger  (the  "Merger")  with  California
Community  Bancshares  ("CCBC") on April 15, 1998 and (ii) 60,000  shares of the
Common  Stock under the CCBC 1993 Stock  Option  Plan (as  amended and  restated
March 19, 1996), as assumed by the Company in connection with the Merger.

                  We are of the opinion that the  securities to be issued by the
Company  pursuant to the  Registration  Statement have been duly authorized and,
when sold pursuant to the terms described in the Registration Statement, will be
duly and validly issued, fully paid and nonassessable.

                  We hereby consent to the filing of this opinion as Exhibit 5.1
to the  Registration  Statement  and to the use of our name  under  the  caption
"Legal  Matters" in the  Registration  Statement and in the Prospectus  included
therein.

                                Very truly yours,

                                McCUTCHEN, DOYLE, BROWN & ENERSEN, LLP


                                By /s/ Thomas G. Reddy
                                   --------------------
                                   A Member of the Firm



<PAGE>


                                                                  Exhibit 23.2



INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this  Registration  Statement of
SierraWest Bancorp on Form S-8 of our report dated February 10, 1998,  appearing
in the  Annual  Report on Form 10-K of  SierraWest  Bancorp  for the year  ended
December  31, 1997 and our report dated  February  20, 1998 on the  consolidated
financial statements of California Community Bancshares Corporation appearing in
the Form 8-K of SierraWest Bancorp dated April 29, 1998.


/s/ Deloitte & Touche LLP
-------------------------
Sacramento, California
May 4, 1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 89693}]
{"company-data": {"conformed-name": "SIERRAWEST BANCORP", "cik": "0000790555", "assigned-sic": "6022", "irs-number": "680091859", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51773", "film-number": "98609741"}, "business-address": {"street1": "10181 TRUCKEE TAHOE AIRPORT RD", "street2": "P O BOX 61000", "city": "TRUCKEE", "state": "CA", "zip": "96161-9010", "phone": "9165823000"}, "mail-address": {"street1": "PO BOX 61000", "city": "TRUCKEE", "state": "CA", "zip": "96160"}, "former-company": {"former-conformed-name": "SIERRA TAHOE BANCORP", "date-changed": "19920703"}}
As filed with the Commission on May 4, 1998
                                                Commission File No. ___________

                                      UNITED STATES
                            SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C. 20549

                                         FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                     SIERRAWEST BANCORP
                   ----------------------------------------------------
                  (Exact name of registrant as specified in its charter)

          California                                 68-0091859
-------------------------------          -------------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification Number)
incorporation or organization)                
                                                     

    10181 Truckee-Tahoe Airport Road, PO Box 61000, Truckee, CA 96160-9010
    --------------------------------------------------------------------------- 
                    (Address of principal executive offices)

            Continental Pacific Bank 1990 Amended Stock Option Plan
            California Community Bancshares Corporation 1993 Amended
                      and Restated Stock Option Plan
            --------------------------------------------------------
                            (Full title of plan)

                              David C. Broadley
                              SierraWest Bancorp
                       10181 Truckee-Tahoe Airport Road
                               PO Box 61000
                            Truckee, CA 96160-9010
                                (530) 582-3000
             -------------------------------------------------------
            (Name, address and telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE

------------------------------ --------------- ----------------------------- ---------------------------- ----------------
Title of securities            Amount to be    Proposed maximum offering     Proposed                     Amount of              
 to be registered              registered      price per share(1)            maximum                      registration
                                                                             aggregate                    fee
                                                                             offering price(1)
------------------------------ --------------- ----------------------------- ---------------------------- ----------------
Continental Pacific Bank
1990 Amended Stock Option
Plan - Common Stock and
related option                 40,000          $11.8056                      $472,224                     $139.31
------------------------------ --------------- ----------------------------- ---------------------------- ----------------
California Community
Bancshares Corporation 1993
Amended and Restated Stock
Option Plan - Common Stock
and related options
                               60,000          $13.9157                      $834,942                     $246.31
------------------------------ --------------- ----------------------------- ---------------------------- ----------------
(1) In  accordance  with Rule  457(h),  based on the  weighted  average
exercise price of options.

         This  registration   statement  shall  hereafter  become  effective  in
accordance  with Rule 462  promulgated  under  the  Securities  Act of 1933,  as
amended.
Part II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  SierraWest  Bancorp (the  "Company")  hereby  incorporates  by
reference in this registration statement the following documents:

                  (a) The  Company's  annual  report  on Form  10-K for the year
                      ended  December 31, 1997, as filed with the Securities and
                      Exchange Commission (the "Commission") on March, 31, 1998;

                  (b) The description of the Company's common stock contained in
                      the Company's Registration Statement on Form S-4, as filed
                      with the Commission on January 2, 1998.

                  (c) All other reports filed pursuant to Section 13(a) or 15(d)
                      of the  Exchange  Act  since  the end of the  fiscal  year
                      covered  by the  registrant  document  referred  to in (a)
                      above.

                  (d) The  Company's  report  on Form  8-K as  filed  with  the
                      Commision on April 29, 1998.

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective  amendment to this registration  statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.

                  The class of  securities  to be  offered is  registered  under
Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Officers and Directors.

                  Section 317 of the California  General  Corporations  Law (the
"CGCL")  authorizes a court to award, or a  corporation's  board of directors to
grant,  indemnity to directors and officers who are parties or are threatened to
be made parties to any  proceeding  (with certain  exceptions)  by reason of the
fact that the person is or was an agent of the  corporation,  against  expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in  connection  with the  proceeding if that person acted in good faith and in a
manner  the  person  reasonably  believed  to be in the  best  interests  of the
corporation.  Section 204 of the CGCL provides that this limitation on liability
has no  effect  on a  director's  liability  if (i) for acts or  omissions  that
involve intentional  misconduct or a knowing and culpable violation of law, (ii)
for acts or  omissions  that a  director  believes  to be  contrary  to the best
interests of the corporation or its  shareholders or that involve the absence of
good faith on the part of the director,  (iii) for any transaction  from which a
director derived an improper personal  benefit,  (iv) for acts or omissions that
show a reckless  disregard for the  director's  duty to the  corporation  or its
shareholders  in  circumstances  in which the director was aware, or should have
been aware, in the ordinary course of performing a director's  duties, of a risk
of a serious  injury to the  corporation  or its  shareholders,  (v) for acts or
omissions that constitute an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the corporation or its  shareholders,  (vi)
under Section 310 of the CGCL (concerning  contracts or transactions between the
corporation  and a director) or (vii) under Section 316 of the CGCL  (directors'
liability for improper  dividends,  loans and guarantees).  Section 317 does not
extend  to acts or  omissions  of a  director  in his  capacity  as an  officer.

                                        2
Further,  Section  317 has no effect on claims  arising  under  federal or state
securities  laws and does not affect the  availability  of injunctions and other
equitable remedies available to the Company's  shareholders for any violation of
a director's  fiduciary  duty to the Company or its  shareholders.  Although the
validity and scope of the legislation  underlying  Section 317 have not yet been
interpreted to any significant extent by the California courts,  Section 317 may
relieve  directors of monetary  liability  to the Company for grossly  negligent
conduct,  including conduct in situations  involving  attempted takeovers of the
Company.

                  In  accordance  with Section 317,  the  Company's  Articles of
Incorporation,  as amended (the "Articles"), limit the liability of a directors,
officers and employees to the Company or its  shareholders  for monetary damages
to the fullest extent  permissible  under  California law, and in excess of that
authorized  under  Section 317. The Articles and the Company's  By-Laws  further
provide for  indemnification of corporate agents to the maximum extent permitted
by the CGCL.

                  The Company also maintains insurance policies which insure its
officers  and  directors  against  certain  liabilities  in an annual  aggregate
maximum amount of $10,000,000

                  The  foregoing   summaries  are  necessarily  subject  to  the
complete text of the statute,  the Articles,  the By-Laws  referred to above and
are qualified in their entirety by reference thereto.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

  Exhibit                                       Description

    4.1       Continental Pacific Bank 1990 Amended Stock Option Plan

    4.2       California Community Bancshares Corporation 1993 Amended and
              Restated Stock Option Plan

    5         Opinion of Counsel as to the legality of securities being
              registered

    23.1      Consent of Counsel (included in Exhibit 5)

    23.2      Consent of Independent Auditors

    25        Power of Attorney (included in signature page of this
              registration statement)

Item 9.  Undertakings.

         (a)      Rule 415 Offering.

                  The undersigned registrant hereby undertakes:

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

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

                                        3
(ii) To reflect in the prospectus any facts or events
arising after the effective
date of the registration statement (or the most recent post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;

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

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

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

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

         (b)  Filings   incorporating   subsequent  Exchange  Act  documents  by
reference.

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

         (h)  Request  for   acceleration   of  effective   date  of  filing  of
registration statement on Form S-8.

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

                                        4
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the registrant  certifies it has reasonable grounds to believe that it meets all
of the  requirements  for  filing on Form S-8 and has caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Truckee, State of California, on April 30, 1998.

                               SIERRAWEST BANCORP
                               (Registrant)

                               By /s/ William T. Fike
                                  -------------------
                                  William T. Fike
                                  President and
                                  Chief Executive Officer

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement has been signed below by the following  persons on
behalf of the registrant in the capacities and on the dates indicated.

         Signature                                     Title                                   Date
         ---------                                     -----                                   ----
/s/ William T. Fike                           President and Chief Executive Officer   April 30, 1998
--------------------------------------------           and Director (Principal Executive
         William T. Fike                               Officer)
                                                       

         /s/ David C. Broadley                         Executive Vice President and Chief      April 30, 1998
--------------------------------------------
         David C. Broadley                             Financial Officer (Principal
                                                       Financial and Accounting Officer)

         /s/ Jerrold T. Henley                         Director and Chairman                   April 30, 1998
--------------------------------------------
         Jerrold T. Henley

         /s/ David W. Clark                            Director                                April 30, 1998
--------------------------------------------
         David W. Clark

                                                       Director                                April __, 1998
-----------------------------------------
         Ralph J. Coppola

         /s/ Richard S. Gaston                         Director                                April 30, 1998
--------------------------------------------
         Richard S. Gaston

         /s/ John J. Johnson                           Director                                April 30, 1998
--------------------------------------------
         John J. Johnson

         /s/ Ronald A. Johnson                         Director                                April 30, 1998
--------------------------------------------
         Ronald A. Johnson

         /s/ Jack V. Leonesio                          Director                                April 30, 1998
--------------------------------------------
         Jack V. Leonesio
5
Signatures (Continued)

         Signature                                     Title                                   Date
         ---------                                     -----                                   ----
/s/ A. Morgan Jones                           Director                                April 30, 1998
--------------------------------------------
         A. Morgan Jones

         /s/ William W. McClintock                     Director                                April 30, 1998
------------------------------------
         William W. McClintock

         /s/ Bernard E. Moore                          Director                                April 30, 1998
--------------------------------------------
         Bernard E. Moore

         /s/ Gary E. Stein                             Director                                April 30, 1998
--------------------------------------------
         Gary E. Stein

         /s /Thomas M. Watson                          Director                                April 30, 1998
--------------------------------------------
         Thomas M. Watson
6
POWER OF ATTORNEY

                  Know all men by these  presents  that each of the  undersigned
does hereby make,  constitute and appoint William T. Fike and David C. Broadley,
or either of them, as the true and lawful  attorney-in-fact  of the undersigned,
with full power of substitution  and revocation,  for and in the name, place and
stead of the undersigned,  to execute and deliver the Registration  Statement on
Form S-8,  and any and all  amendments  thereto,  including  without  limitation
pre-effective and post-effective amendments thereto; such Form S-8 and each such
amendment  to be in such form and to contain such terms and  provisions  as said
attorney or substitute  shall deem  necessary or desirable;  giving and granting
unto said attorney,  or to such person as in any case may be appointed  pursuant
to the power of  substitution  herein given,  full power and authority to do and
perform any and every act and thing whatsoever  requisite,  necessary or, in the
opinion of said  attorney or  substitute,  able to be done in such matter as the
undersigned  might or could  do if  personally  present,  hereby  ratifying  and
confirming all that said attorney or such substitute  shall lawfully do or cause
to be done by virtue hereof.

                  In witness whereof,  each of the undersigned has duly executed
this Power of Attorney.

              /s/ David W. Clark                             April 30, 1998
-----------------------------------------------
                  David W. Clark

                                                             April __, 1998
-----------------------------------------------
                  Ralph J. Coppola

              /s/ Richard S. Gaston                          April 30, 1998
-----------------------------------------------
                  Richard S. Gaston

              /s/ Jerrold T. Henley                          April 30, 1998
------------------------------------------------
                  Jerrold T. Henley

             /s / John J. Johnson                           April 30, 1998
------------------------------------------------
                  John J. Johnson

              /s/ Ronald A. Johnson                          April 30, 1998
------------------------------------------------
                  Ronald A. Johnson

              /s/ A. Morgan Jones                            April 30, 1998
-------------------------------------------------
                  A. Morgan Jones

              /s/ Jack V. Leonesio                           April 30, 1998
-------------------------------------------------
                  Jack V. Leonesio

              /s/ William W. McClintock                      April 30, 1998
-------------------------------------------------
                  William W. McClintock

              /s/ Bernard E. Moore                           April 30, 1998
-------------------------------------------------
                  Bernard E. Moore

              /s/ Gary E. Stein                              April 30, 1998
-------------------------------------------------
                  Gary E. Stein

              /s/ Thomas M. Watson                           April 30, 1998
-------------------------------------------------
                  Thomas M. Watson
EXHIBITS LIST
                                     -------------  

                                                                  Sequentially
Exhibit               Description                                 Numbered Page

4.1       Continental Pacific Bank 1990 Amended Stock Option Plan.

4.2       California Community Bancshares Corporation 1993 Amended and Restated
          Stock Option Plan.

5         Opinion of Counsel as to the legality of securities being registered.

23.1      Consent of Counsel (included in Exhibit 5).

23.2      Consent of Independent Auditors.

25        Power of  Attorney  (included in signature page of this registration
          statement).
Exhibit 4.1

                              CONTINENTAL PACIFIC BANK

                           1990 AMENDED STOCK OPTION PLAN
CONTINENTAL PACIFIC BANK

                             1990 AMENDED STOCK OPTION PLAN

                                        INDEX

                                                                           Page

1.       Purpose..............................................................1

2.       Administration.......................................................1

3.       Participants.........................................................2

4.       The Shares...........................................................2

5.       Grants, Terms and Conditions of Options..............................2

6.       Adjustment of and Changes in the Shares..............................6

7.       Listing or Qualification of Shares...................................7

8.       Binding Effect of Conditions.........................................8

9.       Amendment and Termination of the Plan................................8

10.      Effectiveness of the Plan............................................8

11.      Privileges of Stock Ownership; Securities Law Compliance; Notice 
         of Sale..............................................................8

12.      Indemnification......................................................9

13.      Withholding Taxes....................................................9

14.      Exclusion From Pension and Profit Sharing Computation................9
Exhibit 4.2

                       CONTINENTAL PACIFIC BANK

                    1990 AMENDED STOCK OPTION PLAN

1.       Purpose.

                  The  purpose  of this  1990  Amended  Stock  Option  Plan (the
"Plan") of Continental Pacific Bank and its Affiliates (hereinafter collectively
referred  to as the "Bank") is to secure for the Bank and its  stockholders  the
benefits  of the  incentive  inherent  in  the  ownership  of  Common  Stock  of
Continental  Pacific Bank by directors  and those key  full-time  employees  and
officers of the Bank who will share  responsibility  with management of the Bank
for its future growth and success.

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

2.       Administration.

                  The following  provisions shall govern the  administration  of
the Plan:

                  (a) The Plan shall be administered by a committee of the Board
of  Directors  appointed  for  this  purpose  by the  Board  of  Directors  (the
"Committee")  composed  of not less  than  three  (3)  directors.  The  Board of
Directors  may from  time to time  remove  members  from or add  members  to the
Committee.  Vacancies on the Committee,  however caused,  shall be filled by the
Board of  Directors.  The Board of  Directors  shall  designate  a Chairman  and
Vice-Chairman  of the Committee  from among the Committee  members.  Acts of the
Committee (i) at a meeting, held at a time at which a quorum of the Committee is
present and acting,  or (ii) reduced to and approved in writing by a majority of
the members of the Committee, shall be the valid acts of the Committee.

                  (b) The Bank shall effect the grant of options  under the Plan
by  execution of  instruments  in writing in a form  approved by the  Committee.
Subject to the  express  terms and  conditions  of the Plan and the terms of any
option  outstanding  under the Plan,  the  Committee  shall  have full  power to
construe  the Plan and the  terms of any  option  granted  under  the  Plan,  to
prescribe,  amend and rescind rules and regulations relating to the Plan or such
options and to make all other  determinations  necessary  or  advisable  for the
Plan's administration, including, without limitation, the power to (i) determine
which  persons  meet the  requirements  of  Section 3 hereof  for  selection  as
participants  in the Plan and which persons are considered to be "employees" for
purposes of the Internal  Revenue Code of 1986,  as amended  (the  "Code"),  and

                                        1
therefore  eligible  to  receive  incentive  stock  options  under  the  Plan (a
"Participant");  (ii) determine to whom of the eligible persons, if any, options
shall be  granted  under  the Plan;  (iii)  establish  the terms and  conditions
required or permitted to be included in every option agreement or any amendments
thereto,  including whether options to be granted thereunder shall be "incentive
stock  options,"  as  defined  in the Code,  or  "nonstatutory  stock  options";
provided,  however,  that in no event  shall  any  stock  option  be  deemed  an
incentive stock option unless specifically  designated as such by the Committee;
(iv) specify the number of shares to be covered by each option; (v) in the event
a  particular  option  is  to  be  an  incentive  stock  option,  determine  and
incorporate such terms and provisions,  as well as amendments  thereto, as shall
be required in the judgment of the Board of Directors or the Committee, so as to
provide for or conform such option to any change in any law, regulation,  ruling
or interpretation  applicable thereto; and (vi) to make all other determinations
deemed  necessary or  advisable  for  administering  the Plan.  The  Committee's
determination on the foregoing matters shall be conclusive.

3.       Participants.

                  Participants  eligible to receive  nonstatutory  stock options
under the Plan shall be those  directors,  officers  and other  key,  full-time,
salaried  employees of the Bank to whom options may be granted from time to time
by the Committee. Participants eligible to receive incentive stock options under
the Plan shall be those key  full-time  salaried  officers and  employees of the
Bank  to whom  options  may be  granted  from  time  to  time by the  Committee.
Nonemployee  directors of the Bank are not eligible to receive  incentive  stock
options.

4.       The Shares.

                  The  shares  of stock  subject  to  options  authorized  to be
granted  under the Plan shall  consist of one  hundred  thirteen  thousand  four
hundred ninety-five  (113,495) shares of Common Stock, no par value (as adjusted
for stock  dividends)  (the  "Shares"),  of the Bank,  or the number and kind of
shares of stock or other  securities  which shall be substituted for such Shares
or to which such  Shares  shall be adjusted as provided in Section 6. The Shares
subject to the Plan may be set aside out of the authorized  but unissued  shares
of Common Stock of the Bank not reserved for any other  purpose or out of Shares
of  Common  Stock  subject  to an  option  which,  for  any  reason,  terminates
unexercised as to the Shares.  Up to fifty thousand (50,000) of the Shares shall
be available  for granting  options  solely to directors of the Bank;  provided,
however,  that the sum of all shares  granted  hereunder  to  directors  and key
full-time officers and employees of the Bank shall not exceed the maximum number
of  options  which  may be  granted  pursuant  to  the  Plan.  Furthermore,  the
limitation of the amount of Shares issued to directors  shall exclude  incentive
options granted to any director who is a full-time officer or full-time salaried
employee.

5.       Grants, Terms and Conditions of Options.

                  Options may be granted at any time prior to the termination of
the Plan to directors,  officers and other key, full-time, salaried employees of
the Bank who, in the judgment of the  Committee,  contribute  to the  successful
conduct of the Bank's operation  through their judgment,

                                        2
interest, ability and special efforts; provided,  however, that: (i) an eligible
officer,  director or employee  shall not  participate in the granting of his or
her own option; (ii) the aggregate fair market value of the stock (determined as
of the date the option is  granted)  for which any one  employee  may be granted
incentive  stock  options in any calendar  year (under all stock option plans of
the Bank or its Affiliates)  shall not exceed the amount  permitted  pursuant to
Section 422A of the Code;  (iii) except in the case of  termination  by death or
disability  or  forfeiture  for cause,  as set forth in Section 5(c) below,  the
granted  option  must be  exercised  by  optionee no later than three (3) months
after any termination of employment with or status as a director of the Bank and
said  employment  or status as a director  must have been  continuous  since the
granting of the option.

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

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

                  (b)      Duration and Exercise of Options.

                  (i)  Officers  and key  employees.  Each option  granted to an
officer or key employee  shall vest and shall be  exercisable in such manner and
at such time up to but not  exceeding ten (10) years from the date the option is
granted as the Committee shall determined in its sole discretion; provided also,
however, that the Committee may, in its sole discretion,  accelerate the time of
exercise of any option  granted to such officer or employee;  provided  further,
that if an  incentive  stock  option is  granted  to an  employee  owning  stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Bank, such option by its terms is not exercisable  after
the expiration of five (5) years from the date such option is granted.

                  (ii) Directors.  All options granted to nonemployee  directors
of the Bank shall be  nonstatutory  options  which shall have a term of ten (10)
years.  In no event shall an  individual  who is a director  but not a full-time
officer or employee of the Bank  receive a grant of an option if the  cumulative
number of shares subject to options  granted to such  individual  under the Plan
during the period that he or she has served as a director but not as a full-time
officer or  employee  of the Bank would  exceed five  thousand  (5,000)  shares.
Furthermore,  twenty-five percent (25%) of the nonstatutory options granted to a
director  of the Bank  shall be  immediately  vested  and  exercisable,  and the
remainder  of the  options  shall vest and become  exercisable  as  follows:  an
additional  twenty-five percent (25%) of the total options one (1) year from the
date of the granting of such options; an additional twenty-five percent (25%) of

                                        3
the total  options two (2) years from the date of the  granting of such  option;
and an additional twenty-five percent (25%) of the total options three (3) years
from the date of the granting of such options.

                  (iii)  Payment  and  certificates.  To the extent the right to
purchase Shares has vested under a Participant's stock option agreement, options
may be exercised  from time to time by delivering  payment in full at the Option
Price  for the  number of  Shares  being  purchased  by cash,  certified  check,
official bank check or the equivalent thereof,  except that the Committee in its
sole discretion,  and in accordance with rules prescribed by it, may also permit
payment to be made by: (a) delivery (on a form  prescribed by the  Committee) of
an  irrevocable  direction to a securities  broker  approved by the Committee to
sell Shares coupled with the Participant's  delivery of exercised vested options
to the Bank with  directions  to deliver the Shares to the broker or lender upon
delivery  by said  broker or lender of all or part of the sales  proceeds to the
Bank in payment of all or part of the purchase price and any withholding  taxes;
provided,  however,  that the Bank  shall not issue any shares  pursuant  hereto
until payment in full for said shares and any withholding  taxes are received by
the Bank; (b) delivery (on a form prescribed by the Committee) of an irrevocable
direction to pledge Shares to a securities  broker or lender (excluding the Bank
or affiliate  thereof)  approved by the  Committee as security for a loan by the
broker or lender and delivery by the broker or lender of all or part of the loan
proceeds  to the Bank in  payment of all or part of the  purchase  price and any
withholding  taxes;  or (c) delivery (on a form  prescribed by the Committee) to
the Bank of shares  of  common  stock of the Bank  which  have  been  owned by a
Participant for at least six months prior to delivery  thereof to the Bank, with
such shares of common stock valued at their fair market value,  as determined in
good faith by the  Committee,  on the date when new shares of the Bank's  common
stock are  purchased  under the Plan,  as payment of all or part of the purchase
price and any  withholding  taxes;  provided,  however,  that the Bank shall not
issue any shares  pursuant  hereto until payment in full for said shares and any
withholding  taxes are  received  by the Bank.  Payment  may also be made in any
other  form  approved  by  the  Committee,   consistent   with  applicable  law,
regulations and rules. To exercise an option,  the Participant must also deliver
to the Bank a written notice to the Secretary of the Bank identifying the option
or part  thereof  being  exercised,  specifying  the  number of Shares for which
payment is being  tendered and  providing  directions as to where and to whom to
issue the Shares.  The Bank shall deliver to the optionee (or a broker or lender
as approved by the Committee and as directed by the Participant), which delivery
shall be not less than  fifteen  (15) days and not more  than  thirty  (30) days
after the giving of such notice,  unless an earlier or later date shall mutually
be agreed upon,  without  transfer or issue tax to the optionee (or other person
entitled to exercise the option) at the  principal  office of the Bank,  or such
other place as shall be mutually  acceptable,  a certificate or certificates for
such  Shares  dated  the date the  options  were  validly  exercised;  provided,
however,  that the time of such  delivery  may be postponed by the Bank for such
period as may be required  for it with  reasonable  diligence to comply with any
requirements  of law. If an option  covers  incentive  and  non-statutory  stock
options,  separate  stock  certificates  shall be issued;  one or more for stock
acquired upon  exercise of the  incentive  stock options and one or more for the
stock acquired upon exercise of the nonstatutory  stock options.  Any portion of
the vested option that is not exercised shall accumulate and can be exercised at
any time during the term of such option.

                                        4
(c) Termination of Directors, Employee or Officer Status. Upon
the termination of an optionee's status as a director, an employee or officer of
the Bank,  his or her rights to  exercise  an option  then held shall only be as
follows:

                  Death or Disability:  If an optionee's employment or status as
a director or an officer is terminated by death or disability,  such optionee or
such optionee's qualified  representative (in the event of the optionee's mental
disability)  or the  optionee's  estate (in the event of the  optionee's  death)
shall have the right for a period of twelve  (12) months  following  the date of
such death or  disability  to exercise the option to the extent the optionee was
entitled  to  exercise  such  option  on the  date of the  optionee's  death  or
disability,  provided  the  actual  date of  exercise  is in no event  after the
expiration of the term of the option.

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

                  Cause:  If a director or an employee or officer is  determined
by the Board of  Directors  to have  committed  an act of  embezzlement,  fraud,
dishonesty,  breach  of  fiduciary  duty to the  Bank,  or to have  deliberately
disregarded  the rules of the Bank which  resulted in loss,  damage or injury to
the Bank,  or if an optionee  makes any  unauthorized  disclosure  of any of the
secrets or confidential  information of the Bank, induces any client or customer
of the Bank to break any  contract  with the Bank or induces any  principal  for
whom the Bank acts as agent to terminate  such agency  relations,  or engages in
any  conduct  which  constitutes  unfair  competition  with the  Bank,  or if an
optionee is removed from any office of the Bank by the Federal Deposit Insurance
Corporation or any other bank  regulatory  agency,  neither the optionee nor the
optionee's  estate  shall be entitled to exercise any option with respect to any
Shares whatsoever after termination of employment or officer or director status,
whether or not after  termination  of employment or officer or director  status,
the  optionee may receive  payment from the Bank for vacation  pay, for services
rendered  prior to  termination,  for services for the day on which  termination
occurred,  for salary in lieu of notice,  or for other benefits.  In making such
determination,  the Board of  Directors  shall  act  fairly  and shall  give the
optionee  an  opportunity  to appear  and be heard at a hearing  before the full
Board of  Directors  and present  evidence  on the  optionee's  behalf.  For the
purpose of this paragraph,  termination of director,  employee or officer status
shall be  deemed  to occur  when the Bank  dispatches  notice  or  advice to the
optionee  that the  optionee's  employment or status as an officer is terminated
and not at the time of optionee's receipt thereof.

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

                  (d)   Transferability   of  Option.   Each  option   shall  be
transferable  only by will or the laws of descent and  distribution and shall be
exercisable during the optionee's lifetime only by the optionee.

                                        5
(e) Other Terms and Conditions.  Options may also contain such
other  provisions,  which shall not be  inconsistent  with any of the  foregoing
terms, as the Committee shall deem appropriate. No option, however, nor anything
contained  in the Plan,  shall confer upon any optionee any right to continue in
the employ or in the status as a director  or officer of the Bank,  nor limit in
any way the right of the Bank to terminate an optionee's employment or status as
an officer at any time which right is hereby reserved.

                  (f) Use of  Proceeds  From  Stock.  Proceeds  from the sale of
Shares  pursuant  to the  exercise  of  options  granted  under  the Plan  shall
constitute general funds of the Bank.

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

6.       Adjustment of and Changes in the Shares.

                  In the event  the  shares  of  Common  Stock of the  Bank,  as
presently constituted, shall be changed into or exchanged for a different number
or kind of shares of stock or other securities of the Bank or of another bank or
corporation  (whether  by  reason  of  reorganization,   merger,  consolidation,
recapitalization,   reclassification,   split-up,   combination   of  shares  or
otherwise),  or if the  number of shares  of Common  Stock of the Bank  shall be
increased  through the payment of a stock dividend or through a stock split, the
Board of Directors shall  substitute for or add to each Share of Common Stock of
the Bank  theretofore  appropriated  or  thereafter  subject or which may become
subject to an option  under the Plan,  the number and kind of shares of stock or
other securities into which each  outstanding  Share of Common Stock of the Bank
shall be so changed,  or for which each Shares shall be  exchanged,  or to which
each  such  Share  shall  be  entitled,  as the case may be.  In  addition,  the
Committee shall make appropriate  adjustment in the number and kind of Shares as
to which outstanding  options,  or portions thereof then  unexercised,  shall be
exercisable, so that any optionee's proportionate interest in the Bank by reason
of his rights under unexercised  portions of such options shall be maintained as
before the  occurrence of such event.  Such  adjustment in  outstanding  options
shall be made without  change in the total price of the  unexercised  portion of
the option and with a corresponding adjustment in the option price per share.

                  In the event of sale,  dissolution  or liquidation of the Bank
or a merger or consolidation in which the Bank is not the surviving or resulting
corporation,  the  Committee  shall have the power to cause the  termination  of
every  option  outstanding  hereunder,  except that the  surviving  or resulting
corporation may, in its absolute and uncontrolled  discretion,  tender an option
or options to purchase  its shares on its terms and  conditions,  both as to the
number of shares  and  otherwise;  provided,  however,  that in all  events  the
optionee  shall  have the right  immediately  prior to such  sale,  dissolution,
liquidation or merger or consolidation in which the Bank is not the surviving or
resulting  corporation  to  notification  thereof  as soon as  practicable  and,
thereafter, to exercise the optionee's option to purchase Shares subject thereto
to the  extent of any  unexercised  portion  of the  option,  regardless  of the
vesting  provision  of Section  5(b)

                                        6
hereof.  This right of exercise  shall be  conditioned  upon the  execution of a
final plan of dissolution or liquidation or a definitive  agreement of merger or
consolidation.

                  In the  event of an  offer  by any  person  or  entity  to all
shareholders  of the Bank to purchase  any or all shares of Common  Stock of the
Bank (or shares of stock or other securities which shall be substituted for such
shares or to which  such  shares  shall be  adjusted  as  provided  in Section 6
hereof), any optionee under this Plan shall have the right upon the commencement
of such offer to exercise the option and purchase  Shares subject thereto to the
extent of any exercised or unexercised  (whether or not vested)  portion of such
option.

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

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

                  Except as  expressly  provided in this  Section 6, an optionee
shall have no rights by reason of any of the following  events:  (1) subdivision
or  consolidation  of shares of stock of any  class;  (2)  payment  of any stock
dividend; (3) any other increase or decrease in the number of shares of stock or
any class; (4) any dissolution,  liquidation, merger, consolidation, spin-off of
assets or stock of another corporation. Any issue by the Bank of shares of stock
of any class,  or  securities  convertible  into shares of any class,  shall not
affect the number or price of Shares of Common Stock subject to the option,  and
no adjustment by reason thereof shall be made.

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

7.       Listing or Qualification of Shares.

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

                                        7
8.       Binding Effect of Conditions.

                  The conditions and stipulations  herein  contained,  or in any
option granted pursuant to the Plan shall be, and constitute, a covenant running
with all of the Shares acquired by the optionee pursuant to this Plan,  directly
or indirectly,  whether the same have been issued or not, and those Shares owned
by the optionee  shall not be sold,  assigned or  transferred by any person save
and except in accordance with the terms and conditions herein provided,  and the
optionee shall agree to use the optionee's best efforts to cause the officers of
the Bank to refuse to record on the books of the Bank any assignment or transfer
made or  attempted  to be made  except as provided in the Plan and to cause said
officers  to  refuse to  cancel  old  certificates  or to issue or  deliver  new
certificates  therefor where the purchaser or assignee has acquired certificates
or the Shares  represented  thereby,  except  strictly  in  accordance  with the
provisions of the Plan. The  termination of the Plan shall not alter the maximum
duration,  the vesting provisions,  or any other term or condition of any option
granted prior to the termination of the Plan.

9.       Amendment and Termination of the Plan.

                  The Board of Directors shall have complete power and authority
to terminate or amend the Plan; provided,  however,  that the Board of Directors
shall not,  without  approval of the shareholders of the Bank and the consent of
the Superintendent of Banks, where necessary, (i) increase the maximum number of
Shares  for  which  options  may be  granted  under the Plan;  (ii)  change  the
computation as to minimum Option Price set forth in paragraph 5(a); (iii) extend
the period during which options may be granted or exercised;  (iv) change, alter
or amend  paragraph  5(b)(ii)  relating  to director  options;  or (v) amend the
requirements  as to the class of  employees  or  officers  eligible  to  receive
options.  Except as provided  inn  Section 6, no  termination,  modification  or
amendment  of the Plan may,  without  the  consent  of an  employee,  officer or
director to whom such option  shall  theretofore  have been  granted,  adversely
affect  the rights of such  employee,  officer or  director  under such  option.
Unless the Plan shall have been  terminated  by action of the Board of Directors
prior thereto,  it shall terminate ten (10) years from its adoption by the Board
of Directors unless earlier terminated by the Board of Directors.

10.      Effectiveness of the Plan.

                  The Plan shall  become  effective  only upon  adoption  by the
Board of Directors and,  within 12 months before or after adoption by the Board,
approval  by the  shareholders  of the Bank,  as  follows:  (a) in the event the
approval is by vote at a meeting of the shareholders,  the Plan must be approved
by a majority of all the shares  represented  and voting at the meeting and by a
majority of the disinterested  shares represented and voting at the meeting;  or
(b) in the event the  approval is by written  consent of the  shareholders,  the
Plan must be approved by a majority  of all of the  outstanding  shares and by a
majority of the disinterested shares.

11.      Privileges of Stock Ownership; Securities Law Compliance;
                  Notice of Sale.

                  No  optionee  shall be  entitled  to the  privileges  of stock
ownership as to any Shares not actually issued and delivered to the optionee. No
Shares shall be purchased  upon

                                        8
the exercise of any option unless and until any then applicable  requirements of
any regulatory  agencies having jurisdiction and of any exchanges upon which the
Common Stock of the Bank may be listed shall have been fully  complied with. The
Bank shall  diligently  endeavor to comply with all applicable  securities  laws
before any options  are granted  under the Plan and before any Shares are issued
pursuant  to the  exercise of such  options.  The  optionee  shall give the Bank
notice of any sale or other  disposition  of any such  Shares not more than five
(5) days after such sale or other disposition.

12.      Indemnification.

                  To the extent  permitted by applicable law in effect from time
to time,  no member of the Board of Directors  or Committee  shall be liable for
any  action or  omission  of any  other  member  of the  Board of  Directors  or
Committee nor for any act or omission on the member's own part,  excepting  only
the  member's own willful  misconduct  or gross  negligence.  The Bank shall pay
expenses incurred by, and satisfy a judgment or fine rendered or levied against,
a present or former  director or member of the  Committee in any action  against
such  person  (whether  or not the  penalty on such person for an act alleged to
have been  committed by such person while a director or member of the  Committee
arising with respect to the Plan or administration  thereof or out of membership
on the Committee or by the Bank,  or all or any  combination  of the  preceding;
provided, the Director or Committee member was acting on good faith, within what
such director or Committee  member  reasonably  believed to have been within the
scope of his or her  employment  or authority  and for a purpose which he or she
reasonably believed to be in the best interests of the Bank or its shareholders.
Payments  authorized  hereunder  include  amounts paid and expenses  incurred in
settling any such action or  threatened  action.  This Section does not apply to
any action instituted or maintained in the right of the Bank by a shareholder or
holder of a voting  trust  certificate  representing  shares  of the  Bank.  The
provisions of this Section shall apply to the estate,  executor,  administrator,
heirs,  legatees or devisees of a director  or  Committee  member,  and the term
"person"  as  used  in  this  Section  shall   include  the  estate,   executor,
administrator, heirs, legatees, or devisees or such person.

13.      Withholding Taxes.

                  Whenever the Bank proposes or is required to issue or transfer
Shares of common stock under this Plan, the Bank shall have the right to require
the optionee to remit to the Bank an amount  sufficient  to satisfy any federal,
state  and  local  withholding  tax  requirement  prior to the  delivery  of any
certificate for such Shares.  To the extent  permissible  under  applicable tax,
securities  and other  laws,  the Bank may, in its sole  discretion,  permit the
optionee to satisfy tax withholding  requirements by directing the Bank to apply
Shares to which the  optionee  is  entitled  as a result of the  exercise  of an
option to satisfy such requirement.

14.      Exclusion From Pension and Profit Sharing Computation.

                  By an acceptance of an option,  each optionee  shall be deemed
to have agreed that the grant of any option and the exercise thereof are special
incentive  compensation and that they will not be taken into account as "salary"
or  "compensation" or "bonus" in determining the amount of any payment under any
pension,  retirement  or other  employee  benefit plan of the

                                        9
Bank. In addition,  each  beneficiary of a deceased  optionee shall be deemed to
have agreed  that such  option will not affect the amount of any life  insurance
coverage  provided by the Bank on the life of the  optionee  which is payable to
such beneficiary  under any life insurance plan covering  directors or employees
of the Bank.

Dated:___________________                         _____________________________
                                                       Walter O. Sunderman
                                                           President

Dated:___________________                         _____________________________
                                                         John C. Usnick
                                                           Secretary

                                        10
Exhibit 4.2

               CALIFORNIA COMMUNITY BANCSHARES CORPORATION

                        1993 STOCK OPTION PLAN

                  (As Amended and Restated March 19, 1996)
TABLE OF CONTENTS

                                                                           Page

ARTICLE 1.  INTRODUCTION.....................................................1

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

                  2.1  The Committee.........................................1

                  2.2  Disinterested Directors...............................1

                  2.3  Committee Responsibilities............................2

ARTICLE 3.  LIMITATION ON AWARDS.............................................2

ARTICLE 4.  ELIGIBILITY......................................................2

                  4.1  General Rule..........................................2

                  4.2  Non-Employee Directors................................2

                  4.3  Ten-Percent Shareholders..............................3

                  4.4  Attribution Rules.....................................3

                  4.5  Outstanding Stock.....................................3

ARTICLE 5.  TERMS OF OPTIONS.................................................3

                  5.1  Stock Option Agreement................................3

                  5.2  Options Nontransferable...............................3

                  5.3  Number of Shares; Tax Status..........................4

                  5.4  Exercise Price........................................4

                  5.5  Exercisability and Term...............................4

                  5.6  Modification, Extension and Assumption of Options.....4

ARTICLE 6.  PAYMENT FOR OPTION SHARES........................................4

                  6.1  General Rule..........................................4

                  6.2  Surrender of Stock....................................5

                                  -i-
6.3  Share Withholding.....................................5

                  6.4  Exercise/Sale.........................................5

                  6.5  Exercise/Loan.........................................5

                  6.6  Other Forms of Payment................................5

ARTICLE 7.  PROTECTION AGAINST DILUTION......................................5

                  7.1  General...............................................5

                  7.2  Reorganizations.......................................5

                  7.3  Reservation of Rights.................................6

ARTICLE 8.  LIMITATION OF RIGHTS.............................................6

                  8.1  Employment Rights.....................................6

                  8.2  Stockholders' Rights..................................6

                  8.3  Government Regulations................................6

ARTICLE 9.  WITHHOLDING TAXES................................................6

                  9.1  General...............................................6

                  9.2  Share Withholding.....................................7

ARTICLE 10.  FUTURE OF THE PLAN..............................................7

                  10.1  Term of the Plan.....................................7

                  10.2  Amendment or Termination.............................7

                  10.3  Effect of Amendment or Termination...................7

ARTICLE 11.  DEFINITIONS.....................................................7

ARTICLE 12.  EXECUTION.......................................................8

                                        -ii-
CALIFORNIA COMMUNITY BANCSHARES CORPORATION

                           1993 STOCK OPTION PLAN

                   (As Amended and Restated March 19, 1996)

                  ARTICLE 1.        INTRODUCTION.

                  The Plan was  adopted by the Bank on March 16,  1993,  and was
approved by the Bank's  shareholders  at the 1993 annual meeting of shareholders
and by the California State Banking Department. In 1996 the Bank reorganized and
the  Corporation's  shares  were  substituted  as Common  Shares  for the Bank's
shares.

                  The purpose of the Plan is to promote the long-term success of
the  Corporation  and the  creation  of  shareholder  value  by (a)  encouraging
Non-Employee  Directors  and Key  Employees  to  focus  on  critical  long-range
objectives,  (b)  encouraging  the  attraction  and  retention  of  Non-Employee
Directors  and Key Employees  with  exceptional  qualifications  and (c) linking
Non-Employee  Directors  and Key  Employees  directly to  shareholder  interests
through  increased  stock  ownership.  The Plan seeks to achieve this purpose by
providing  for awards in the form of  Options,  which may  constitute  incentive
stock options or nonstatutory stock options.

                  The amended  and  restated  Plan was  approved by the Board on
March 19, 1996 and is subject to approval by the  Corporation's  stockholders at
the 1996 annual meeting of  stockholders.  This amendment and restatement of the
Plan  increase  the amount of  options  available  for grant  under the Plan and
revises the definition of  Non-Employee  Director for purposes of Section 4.2(f)
to include an advisory  director or, if no advisory board of directors exists, a
consultant  who performs  services in a capacity  similar to that of an advisory
director.

                  The Plan shall be governed  by, and  construed  in  accordance
with, the laws of the State of California.

                  ARTICLE 2.  ADMINISTRATION.

                  2.1 The  Committee.  The  Plan  shall be  administered  by the
Committee. The Committee shall consist of two or more disinterested directors of
the Corporation, who shall be appointed by the Board.

                  2.2  Disinterested  Directors.  A person shall be deemed to be
"disinterested"  only if he or she,  during the 12 months before  serving on the
Committee,  has not been granted or awarded equity securities of the Corporation
under this Plan or under any other plan of the  Corporation  or an  affiliate of
the Corporation.  The foregoing  notwithstanding,  a Non-Employee Director shall
not fail to qualify as "disinterested"  merely because he or she is eligible for
the grant of Options within the limitation set forth in Section 4.2.

                                        1
2.3 Committee Responsibilities. The Committee shall select the
Non-Employee  Directors and Key  Employees who are to receive  Options under the
Plan,  determine the number,  vesting  requirements and other conditions of such
Options,  interpret  the Plan,  and make all  other  decisions  relating  to the
operation of the Plan.  The  Committee  may adopt such rules or guidelines as it
deems  appropriate to implement the Plan. The Committee's  determinations  under
the Plan shall be final and binding on all persons.

                  ARTICLE 3.  LIMITATION ON AWARDS.

                  The aggregate  number of Options  awarded under the Plan shall
not exceed  200,000.  If any Options are forfeited,  lapse, or terminate for any
other  reason  before  being  exercised,  then such  Options  shall again become
available for awards under the Plan.  The  limitation of this Article 3 shall be
subject to adjustment pursuant to Article 7.

                  ARTICLE 4.  ELIGIBILITY.

                  4.1  General  Rule.  Only   Non-Employee   Directors  and  Key
Employees  shall be eligible for  designation as Optionees by the Committee.  In
addition, only Key Employees shall be eligible for the grant of ISOs.

                  4.2  Non-Employee  Directors.  Any other provision of the Plan
notwithstanding,  the participation of Non-Employee  Directors in the Plan shall
be subject to the following restrictions:

                  (a) Non-Employee  Directors shall receive no grants other than
the NSOs described in this Section 4.2.

                  (b) Each Non-Employee Director who first joins the Board shall
receive an NSO covering  1,000 Common Shares on the first business day after his
or her initial  election to the Board.  (The number of Common Shares included in
an NSO granted under this  SubSection  (b) shall be subject to adjustment  under
Article 7.) NSOs granted to each Non-Employee Director who first joins the Board
shall become exercisable in full on the first anniversary of the date of grant.

                  (c) On the first business day following the conclusion of each
regular annual meeting of the Bank's  shareholders,  each Non-Employee  Director
who will continue  serving as a member of the Board  thereafter shall receive an
NSO covering 250 Common Shares  (subject to adjustment  under Article 7), except
that  such NSO  shall  not be  granted  in the  calendar  year in which the same
Non-Employee  Director  received the NSO described in SubSection (b) above. NSOs
granted under this SubSection (c) shall become  exercisable in four equal annual
installments  commencing on the date of grant and continuing over the three-year
period following the date of grant.

                  (d) All NSOs  granted to a  Non-Employee  Director  under this
Section  4.2  shall  also  become  exercisable  in  full  in  the  event  of the
termination of such Non-Employee  Director's service because of death, total and
permanent disability or retirement at or after age 65.

                                        2
(e)  The   Exercise   Price  under  all  NSOs   granted  to  a
Non-Employee  Director  under this  Section 4.2 shall be equal to 100 percent of
the Fair Market Value of a Common Share on the date of grant, payable in cash or
in one of the forms described in Sections 6.2, 6.3, 6.4, 6.5 or 6.6.

                  (f) All NSOs  granted to a  Non-Employee  Director  under this
Section 4.2 shall  terminate on the earliest of (i) the 10th  anniversary of the
date of  grant,  (ii)  the date  three  months  after  the  termination  of such
Non-Employee  Director's  service  for any reason  other than death or total and
permanent  disability or (iii) the date 12 months after the  termination of such
Non-Employee  Director's  service  because  of  death  or  total  and  permanent
disability.

                  4.3  Ten-Percent  Shareholders.  A Key  Employee who owns more
than 10 percent of the total combined voting power of all classes of outstanding
stock of the  Corporation or any of its  Subsidiaries  shall not be eligible for
the grant of an ISO unless (a) the Exercise Price under such ISO is at least 110
percent of the Fair Market  Value of a Common Share on the date of grant and (b)
such ISO by its terms is not exercisable after the expiration of five years from
the date of grant.

                  4.4  Attribution  Rules.  For  purposes  of  Section  4.3,  in
determining  stock  ownership,  a Key Employee  shall be deemed to own the stock
owned (directly or indirectly) by or for his or her brothers,  sisters,  spouse,
ancestors and lineal descendants. Stock owned (directly or indirectly) by or for
a  corporation,  partnership,  estate  or  trust  shall  be  deemed  to be owned
proportionately  by or for its shareholders,  partners or  beneficiaries.  Stock
with respect to which the Key Employee holds an option shall not be counted.

                  4.5   Outstanding   Stock.   For   purposes  of  Section  4.3,
"outstanding  stock" shall  include all stock  actually  issued and  outstanding
immediately after the grant of the ISO to the Key Employee.  "Outstanding stock"
shall not include shares authorized for issuance under outstanding  options held
by the Key Employee or by any other person.

                  ARTICLE 5.  TERMS OF OPTIONS.

                  5.1 Stock Option Agreement.  Each grant of an Option under the
Plan shall be evidenced by a Stock Option Agreement between the Optionee and the
Corporation. Such Option shall be subject to all applicable terms and conditions
of the Plan and may be subject to any other terms and  conditions  which are not
inconsistent  with  the Plan and  which  the  Committee  deems  appropriate  for
inclusion in a Stock Option Agreement. Subject to Section 4.2, the provisions of
the various  Stock  Option  Agreements  entered  into under the Plan need not be
identical. If the Optionee is a Key Employee, the Committee may designate all or
any part of the Option as an ISO.

                  5.2 Options Nontransferable.  No Option granted under the Plan
shall be  transferable  by the  Optionee  other than by will,  by a  beneficiary
designation  executed by the Optionee and delivered to the Corporation or by the
laws of descent and distribution. An Option may be exercised during the lifetime
of the  Optionee  only  by him or  her  or by  his  or  her  guardian  or  legal
representative.  No Option or  interest  therein may be  transferred,  assigned,

                                        3
pledged or hypothecated  by the Optionee during his or her lifetime,  whether by
operation of law or otherwise,  or be made subject to  execution,  attachment or
similar process.

                  5.3 Number of Shares; Tax Status.  Each Stock Option Agreement
shall  specify the number of Shares  subject to the Option and shall provide for
the  adjustment  of such number in  accordance  with Article 7. The Stock Option
Agreement shall also specify whether the Option is an ISO or an NSO.

                  5.4 Exercise Price.  Each Stock Option Agreement shall specify
the Exercise  Price.  The Exercise Price under an ISO shall not be less than 100
percent of the Fair Market Value of a Common Share on the date of grant,  except
as otherwise  provided in Section 4.3. The Exercise Price under an NSO shall not
be less than 100 percent of the Fair Market  Value of a Common Share on the date
of grant.  Subject to the preceding two sentences,  the Exercise Price under any
Option shall be determined by the Committee. The Exercise Price shall be payable
in accordance with Article 6.

                  5.5 Exercisability and Term. Each Stock Option Agreement shall
specify  the  date  when  all or any  installment  of the  Option  is to  become
exercisable.  The Stock  Option  Agreement  shall also  specify  the term of the
Option. The term of an Option shall in no event exceed 10 years from the date of
grant,  and Section 4.3 may  require a shorter  term for an ISO.  Subject to the
preceding  sentence,  the Committee  shall  determine when all or any part of an
Option is to become  exercisable  and when such Option is to expire.  Subject to
Section 4.2, a Stock Option Agreement may provide for accelerated exercisability
upon the  Optionee's  death,  disability  or  retirement or other events and may
provide  for  expiration  prior  to the  end of its  term  in the  event  of the
termination of the Optionee's service.

                  5.6 Modification,  Extension and Assumption of Options. Within
the  limitations  of the  Plan,  the  Committee  may  modify,  extend  or assume
outstanding  options or may  accept  the  cancellation  of  outstanding  options
(whether  granted by the  Corporation  or by  another  issuer) in return for the
grant of new  options  for the same or a  different  number of shares and at the
same  or  a  different  exercise  price.  The  foregoing   notwithstanding,   no
modification of an Option shall,  without the consent of the Optionee,  alter or
impair his or her rights or obligations under such Option.

                  ARTICLE 6.  PAYMENT FOR OPTION SHARES.

                  6.1 General Rule.  The entire  Exercise Price of Common Shares
issued upon  exercise of Options  shall be payable in cash at the time when such
Common Shares are purchased, except as follows:

                  (a) In the case of an ISO  granted  under  the  Plan,  payment
shall be made only pursuant to the express  provisions of the  applicable  Stock
Option Agreement. However, the Committee may, in its discretion,  specify in the
Stock Option  Agreement  that payment may be made  pursuant to Section 6.2, 6.3,
6.4, 6.5 or 6.6.

                                        4
(b)  In  the  case  of an  NSO,  the  Committee  may,  in  its
discretion, accept payment pursuant to Section 6.2, 6.3, 6.4, 6.5 or 6.6.

                  6.2 Surrender of Stock. To the extent that this Section 6.2 is
applicable,  payment for all or any part of the Exercise  Price may be made with
Common  Shares  which have  already been owned by the Optionee for more than six
months and which are surrendered to the Corporation. Such Common Shares shall be
valued at their Fair  Market  Value on the date when the new  Common  Shares are
purchased under the Plan.

                  6.3 Share Withholding.  To the extent that this Section 6.3 is
applicable, payment for all or any part of the Exercise Price may be made by the
delivery (on a form prescribed by the Corporation) of options to purchase Common
Stock of the  Corporation.  Such  options  shall be valued at their Fair  Market
Value on the date when the new Common Shares are purchased under the Plan.

                  6.4  Exercise/Sale.  To the extent  that this  Section  6.4 is
applicable,  payment may be made by the  delivery (on a form  prescribed  by the
Corporation) of an irrevocable  direction to a securities broker approved by the
Corporation  to sell  Common  Shares  and to  deliver  all or part of the  sales
proceeds to the  Corporation in payment of all or part of the Exercise Price and
any withholding taxes.

                  6.5  Exercise/Loan.  To the extent  that this  Section  6.5 is
applicable,  payment  may be  made  by  delivery  (on a form  prescribed  by the
Corporation) of an irrevocable direction to pledge shares to a securities broker
or lender  (excluding the Corporation or an affiliate  thereof)  approved by the
Corporation as security for a loan by the broker or lender and to deliver all or
part of the loan  proceeds to the  Corporation  in payment of all or part of the
Exercise Price and any withholding taxes.

                  6.6 Other  Forms of Payment.  To the extent that this  Section
6.6 is  applicable,  payment  may be  made in any  other  form  approved  by the
Committee, consistent with applicable laws, regulations and rules.

                  ARTICLE 7.  PROTECTION AGAINST DILUTION.

                  7.1 General.  In the event of a subdivision of the outstanding
Common  Shares,  a  declaration  of a  dividend  payable  in  Common  Shares,  a
declaration  of a dividend  payable in a form  other  than  Common  Shares in an
amount that has a material  effect on the price of Common Shares,  a combination
or  consolidation  of the  outstanding  Common  Shares (by  reclassification  or
otherwise) into a lesser number of Common Shares, a recapitalization,  a spinoff
or a similar occurrence, the Committee shall make appropriate adjustments in one
or more of (a) the number of Options  available  for future awards under Article
3, (b) the number of Options included in awards to Non-Employee  Directors under
Section 4.2, (c) the number of Common Shares covered by each outstanding  Option
or (d) the Exercise Price under each outstanding Option.

                  7.2  Reorganizations.  In the event that the  Corporation is a
party to a merger or other 

                                        5
reorganization,  outstanding Options shall be subject to the agreement of merger
or  reorganization.  Such  agreement may provide,  without  limitation,  for the
assumption of  outstanding  Options by the surviving  corporation or its parent,
for their  continuation  by the  Corporation  (if the Corporation is a surviving
corporation), for accelerated vesting or for settlement in cash.

                  7.3 Reservation of Rights.  Except as provided in this Article
7,  a  Participant  shall  have  no  rights  by  reason  of any  subdivision  or
consolidation of shares of stock of any class, the payment of any stock dividend
or any other increase or decrease in the number of shares of stock of any class.
Any issue by the  Corporation  of shares of stock of any  class,  or  securities
convertible  into  shares  of stock  of any  class,  shall  not  affect,  and no
adjustment  by reason  thereof  shall be made with  respect  to,  the  number or
Exercise  Price of Common  Shares  subject to an Option.  The grant of an Option
pursuant  to the Plan  shall  not  affect  in any way the  right or power of the
Corporation to make adjustments,  reclassifications,  reorganizations or changes
of its capital or business  structure,  to merge or  consolidate or to dissolve,
liquidate, sell or transfer all or any part of its business or assets.

                  ARTICLE 8.  LIMITATION OF RIGHTS.

                  8.1 Employment Rights. Neither the Plan nor any Option granted
under  the Plan  shall be  deemed  to give any  individual  a right to remain an
employee or director of the Corporation or a Subsidiary. The Corporation and its
Subsidiaries  reserve  the right to  terminate  the  service of any  employee or
director at any time and for any reason.

                  8.2  Stockholders'  Rights. An Optionee shall have no dividend
rights,  voting  rights or other  rights as a  stockholder  with  respect to any
Common  Shares  covered by his or her Option  prior to the  issuance  of a stock
certificate  for  such  Common  Shares.  No  adjustment  shall  be made for cash
dividends  or other  rights for which the record  date is prior to the date when
such certificate is issued, except as expressly provided in Article 7.

                  8.3 Government  Regulations.  Any other  provision of the Plan
notwithstanding,  the  obligations  of the  Corporation  with  respect to Common
Shares to be issued  pursuant  to the Plan shall be  subject  to all  applicable
laws, rules and regulations and such approvals by any  governmental  agencies or
stock  exchanges  as may be  required.  The  Corporation  reserves  the right to
restrict,  in whole or in part,  the delivery of Common  Shares  pursuant to any
Option until such time as any legal  requirements  or regulations  have been met
relating  to the  issuance  of such  Common  Shares,  to their  registration  or
qualification  (or  exemption  from  registration  or  qualification)  under the
Securities Act of 1933, as amended,  or any applicable state securities laws, or
to their listing on any stock exchange.

                  ARTICLE 9.  WITHHOLDING TAXES.

                  9.1 General.  To the extent  required by  applicable  federal,
state, local or foreign law, an Optionee shall make arrangements satisfactory to
the  Corporation for the  satisfaction  of any withholding tax obligations  that
arise by reason of an Option. The Corporation shall not be required to issue any
Common Shares under the Plan until such obligations are satisfied.

                                        6
9.2 Share Withholding. The Committee may permit an Optionee to
satisfy  all or part of his or her  withholding  tax  obligations  by having the
Corporation  withhold a portion of any Common  Shares  that  otherwise  would be
issued to him or her or by  surrendering  a portion  of any Common  Shares  that
previously  were  issued to him or her.  Such Common  Shares  shall be valued at
their Fair Market  Value on the date when taxes  otherwise  would be withheld in
cash.  The  payment  of  withholding  taxes by  assigning  Common  Shares to the
Corporation,   if  permitted  by  the  Committee,   shall  be  subject  to  such
restrictions as the Committee may impose.

                  ARTICLE 10.  FUTURE OF THE PLAN.

                  10.1 Term of the Plan.  The Plan shall  remain in effect until
it is terminated under Section 10.2, except that no new Options shall be granted
after March 15, 2003.

                  10.2 Amendment or Termination.  The Board may, at any time and
for any reason,  amend or  terminate  the Plan,  except that the  provisions  of
Section  4.2  relating  to the  amount,  price and  timing  of Option  grants to
Non-Employee  Directors  shall not be  amended  more than once in any  six-month
period.  An  amendment  of the Plan  shall be  subject  to the  approval  of the
Corporation's  stockholders  only to the extent  required  by  applicable  laws,
regulations or rules.

                  10.3 Effect of Amendment or  Termination.  No Options shall be
granted under the Plan after the  termination  thereof.  The  termination of the
Plan, or any amendment  thereof,  shall not affect any Option previously granted
under the Plan.

                  ARTICLE 11.  DEFINITIONS.

                  11.1  "Bank" means Continental Pacific Bank, a California
banking corporation.

                  11.2  "Board" means the Corporation's Board of Directors, as
constituted from time to time.

                  11.3  "Code" means the Internal Revenue Code of 1986, as
amended.

                  11.4  "Committee" means a committee of the Board, as described
in Article 2.

                  11.5  "Common Share" means one share of the common stock of
the Corporation.

                  11.6  "Corporation" means California Community Bancshares
Corporation, a Delaware corporation.

                  11.7  "Exercise  Price"  means the amount for which one Common
Share may be purchased upon exercise of an Option, as specified by the Committee
in the applicable Stock Option Agreement.

                  11.8 "Fair Market Value" shall mean the fair market value of a
Common Share, as determined by the Committee in good faith.

                                        7
11.9  "ISO" means an incentive stock option described in
Section 422(b) of the Code.
                         
                  11.10  "Key Employee" means a key common-law employee of the
Corporation or of a Subsidiary, as determined by the Committee.

                  11.11 "Non-Employee  Director" means a member of the Board who
is not a common-law  employee of the  Corporation or of a Subsidiary;  provided,
however,  that for purposes of Section 4.2(f) the term  "Non-Employee  Director"
shall include an advisory director or, if no advisory board of directors exists,
a consultant who performs  services in a capacity similar to that of an advisory
director.

                  11.12  "NSO" means an employee stock option not described in
Section 422 or 423 of the Code.
                          

                  11.13  "Option" means an ISO or NSO granted under the Plan and
entitling the holder to purchase one Common Share.

                  11.14  "Optionee" means an individual or estate who holds an
Option.

                  11.15  "Plan"  means  this  California   Community  Bancshares
Corporation 1993 Stock Option Plan, as it may be amended from time to time.

                  11.16 "Stock Option Agreement" means the agreement between the
Corporation   and  an  Optionee  which   contains  the  terms,   conditions  and
restrictions pertaining to his or her Option.

                  11.17 "Subsidiary"  means any corporation,  if the Corporation
and/or one or more other  Subsidiaries own not less than 50 percent of the total
combined voting power of all classes of outstanding stock of such corporation. A
corporation that attains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of such date.

                  ARTICLE 12.  EXECUTION.

                  To  record  the  adoption  of  the  Plan  by  the  Board,  the
Corporation has caused its duly  authorized  officer to affix the corporate name
and seal hereto.

                                   CALIFORNIA COMMUNITY BANCSHARES CORPORATION

                                   By______________________________________

                                   As its__________________________________

                                        8
Exhibit 5

           [Letterhead of McCutchen, Doyle, Brown and Enersen LLP]

SierraWest Bancorp
May 4, 1998                                              Direct: (415) 393-2000

10181 Truckee-Tahoe Airport Road
PO Box 61000
Truckee, CA 96160-9010

                   Registration Statement on Form S-8

Ladies and Gentlemen:

                  We have acted as counsel for SierraWest  Bancorp, a California
corporation,  (the "Company"),  in connection with the Registration Statement on
Form S-8 filed by the Company with the Securities and Exchange  Commission under
the  Securities  Act of 1933, as amended,  relating to the  registration  of (i)
40,000 shares of the Company's common stock, $.10 par value (the "Common Stock")
under the Continental Pacific Bank 1990 Amended Stock Option Plan, as assumed by
the  Company  in  connection  with its merger  (the  "Merger")  with  California
Community  Bancshares  ("CCBC") on April 15, 1998 and (ii) 60,000  shares of the
Common  Stock under the CCBC 1993 Stock  Option  Plan (as  amended and  restated
March 19, 1996), as assumed by the Company in connection with the Merger.

                  We are of the opinion that the  securities to be issued by the
Company  pursuant to the  Registration  Statement have been duly authorized and,
when sold pursuant to the terms described in the Registration Statement, will be
duly and validly issued, fully paid and nonassessable.

                  We hereby consent to the filing of this opinion as Exhibit 5.1
to the  Registration  Statement  and to the use of our name  under  the  caption
"Legal  Matters" in the  Registration  Statement and in the Prospectus  included
therein.

                                Very truly yours,

                                McCUTCHEN, DOYLE, BROWN & ENERSEN, LLP

                                By /s/ Thomas G. Reddy
                                   --------------------
                                   A Member of the Firm
Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
SierraWest Bancorp on Form S-8 of our report dated February 10, 1998,  appearing
in the  Annual  Report on Form 10-K of  SierraWest  Bancorp  for the year  ended
December  31, 1997 and our report dated  February  20, 1998 on the  consolidated
financial statements of California Community Bancshares Corporation appearing in
the Form 8-K of SierraWest Bancorp dated April 29, 1998.

/s/ Deloitte & Touche LLP
-------------------------
Sacramento, California
May 4, 1998