Item 1.01 Entry into Material Definitive Agreement

On August 26, 2009, CVB Financial Corp., a California corporation (the "Company"), repurchased (the "Initial Repurchase") 75%, or 97,500 shares, of its outstanding Series B Fixed Rate Cumulative Perpetual Preferred Stock (the "Preferred Stock") issued to the U.S. Treasury pursuant to the Capital Purchase Program established under the Troubled Asset Relief Program. The Company paid an aggregate purchase price of $97,648,958.33, which was equal to an aggregate liquidation preference of $97,500,000 of the repurchased Preferred Stock, plus accrued and unpaid dividends of $148,958.33. The Company intends to repurchase the remaining 25%, or 32,500 shares, of Preferred Stock on September 2, 2009 or as soon thereafter as practicable. The letter agreement between the Company and the U.S. Treasury with respect to the Initial Repurchase is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibit 10.1 Letter Agreement between the Company and the U.S. Treasury, dated August 26, 2009.

---