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                                                                  EXHIBIT 10.10


                              EMPLOYMENT AGREEMENT


PARTIES:         VALLEY OF THE ROGUE BANK (the "Bank")
                 110 Pine Street
                 P.O. Box 1046
                 Rogue River, OR  97537

                 VRB BANCORP  (the "Company")
                 110 Pine Street
                 P.O. Box 1046
                 Rogue River, OR  97537

                 FELICE BELFIORE  ("Executive")
                 8201 S.W. 41st St.
                 Portland, Oregon  97219

DATE:            February  27 , 1997


         WHEREAS, the Bank desires to employ Executive and Executive wishes to
be employed by the Bank, the parties agree as follows:

                                   AGREEMENT

1.       POSITION AND TERM

         1.1     Effective as of the date of arrival, which shall be no later
         than June 1, 1997, the Bank shall employ Executive, and Executive
         shall report for duty at the Bank as Vice President and Chief
         Financial Officer of the Bank, and the Executive shall serve the Bank
         in such capacity, or in such other capacity as the Bank may, in its
         discretion, direct Executive to serve.  Executive shall also serve as
         Vice President and Chief Financial Officer of the Company, but shall
         receive no additional compensation for service in those capacities.

2.       EXTENT OF SERVICES

         2.1     Executive shall devote her full time and attention exclusively
         to the performance of the work and duties assigned to her for and on
         behalf of the Bank.

         2.2     Executive shall perform her duties with fidelity and to the
         best of her ability and shall, at all times during employment by the
         Bank and thereafter, respect the confidential nature of the
         information received by her in the course of performing her duties.

         2.3     Nothing contained in this Section 2 shall prohibit the
         Executive from serving as a director of any other corporation not in
         direct competition with the Bank (subject to the Bank's approval which
         will not be unreasonably withheld), or from owning or controlling
         shares of stock in any other corporation, whether or not the capital
         stock thereof is publicly traded (including a corporation that is in
         direct competition with the Bank, the Company or any subsidiaries or
         affiliates thereof, if the stock of such competing corporation is
         publicly traded and the Executive does not beneficially own more than
         one percent (1%) of the outstanding shares of such stock).





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3.       COMPENSATION AND BENEFIT PLANS

         3.1     General.         Executive shall be compensated as set forth
         in this Section 3.  Compensation and benefits to be provided to
         Executive pursuant to this Agreement may be provided either by the
         Bank, the Company or other affiliate or successor or partly by any of
         them.

         3.2     Base Salary.  Executive shall receive an initial annual salary
         ("Base Salary") of $55,000.  The Base Salary shall be paid in
         increments equal to one-twelfth the Base Salary on the last day of
         each month.

         3.3     Increases in Base Salary.  When the Bank reviews the
         compensation of other Bank officers in accordance with the Bank's
         regular practices, Executive's Base Salary shall be subject to
         adjustment in accord with the Bank's compensation policies and
         practices generally applicable to Bank officers.  Executive's Base
         Salary following any such change shall be the new Base Salary for
         purposes of this Agreement.  Without limiting the foregoing,
         Executive's Base Salary shall be increased, effective January 1, 1998,
         to $60,000.

         3.4     Stock Options.

                 3.4.1    As of the first day of Executive's employment,
                 Executive shall be granted an option to purchase 5,000 shares
                 of the common stock of VRB Bancorp pursuant to Company's 1994
                 Amended Non-Qualified Stock Option Plan, the provisions of
                 which shall govern the terms and conditions of such option to
                 the extent not inconsistent with this Agreement.  Executive
                 shall execute a form of Stock Option Agreement setting forth
                 the terms and conditions of such option, which agreement shall
                 be effective as of the first day of Executive's employment.

                 3.4.2    The option shall be exercisable at $12.25 per share,
                 and become first exercisable according to the following
                 schedule:

<TABLE>
<S>                                                                       <C>
                          June 1, 1998                                      0%
                          June 1, 1999                                      0%
                          June 1, 2000                                     10%
                          June 1, 2001                                     20%
                          June 1, 2002                                     30%
                          June 1, 2003                                     40%
                          June 1, 2004                                     50%
                          June 1, 2005                                     60%
                          June 1, 2006                                     80%
                          June 1, 2007                                    100%
</TABLE>

                 3.4.3    The portions of the option that become exercisable
                 pursuant to the foregoing schedule shall be cumulative, such
                 that the option may be exercised to the extent of all
                 exercisable portions not previously exercised.

                 3.4.4    Notwithstanding the foregoing schedule, the option
                 shall immediately become exercisable as to 100% of the shares
                 (i) in the event the Company or the Bank consummates any
                 transaction resulting in a "change of control", as that term
                 is defined in section 5.1 hereof, or (ii) if, within 90 days
                 after termination of Executive without "cause", as that term
                 is defined in Section 5.4 hereof, the Company or the Bank
                 enters into










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                 a definitive agreement to effect any transaction which would
                 result in a "change of control".  The Executive shall have the
                 right to exercise the option pursuant to this subsection
                 notwithstanding any provision of the 1994 Amended
                 Non-Qualified Stock Option Plan to the contrary with respect
                 to expiration of the stock option upon termination of
                 employment.

         3.5     Major Medical, Disability Income and Life Insurance.  The Bank
         currently offers an employee benefits program which includes medical,
         disability income, and group life insurance.  The Bank will provide
         coverage for Executive and her immediate family, if eligible, under
         the Bank's basic HMO health plan at no cost to the Executive.
         Executive shall be solely responsible for the additional cost of
         participating in any enhanced coverage offered by the Bank.  Nothing
         in this agreement, however, will require the Bank to provide
         additional coverage beyond that offered to other employees.  The Bank
         retains the right to modify the employee benefits program offered at
         any future date.

         3.6     Bank 401(k) Plan.  Executive shall be entitled to participate
         in the Bank's 401(k) Plan in accord with plan terms on the same basis
         as other employees.

         3.7     Vacation.  Executive shall be entitled to accrue up to four
         (4) weeks of vacation during each calendar year, and shall be entitled
         to a pro rated share of such vacation time for the period of her
         actual employment by the Bank in 1997.  Vacation time shall be
         otherwise subject to the guidelines set forth in the Bank's employee
         handbook, including the guidelines governing vacation accruals during
         partial years of employment.

         3.8     Relocation Allowance.  The Bank acknowledges that Executive
         will incur significant expenses in connection with relocating her
         residence in order to accept employment by the Bank.  Accordingly,
         Executive shall be entitled to receive a non-accountable relocation
         allowance of $2,500, which amount shall be paid on her first day of
         employment, or as soon as practical thereafter.

4.       TERMINATION OF EMPLOYMENT

         4.1     Executive's employment shall be "at will" and may be
         terminated by either the Bank or Executive at any time, with or
         without cause, upon two weeks written notice.

         4.2     For purposes of this agreement, "cause" shall mean

                 (a)       Executive's death or disability, as "disability" is
                 defined in Section 6 hereof;

                 (b)      Dishonesty, fraud, gross neglect or misconduct in
                 connection with the performance of Executive's duties pursuant
                 to this Agreement, or failure of Executive to perform her
                 duties in a manner consistent with the Bank's standards
                 respecting Executive's performance;

                 (c)      Material breach of any fiduciary duty of Executive to
                 the Company or the Bank;

                 (d)      Executive's removal from office pursuant to an order
                 or requirement of any state or federal regulatory agency
                 having jurisdiction over the Company or the Bank;

                 (e)      Chronic drug or alcohol abuse; or





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                 (f)      Conviction of Executive, or entry by Executive of a
                 plea of guilty or nolo contendere, to a felony or other crime
                 involving moral turpitude.

         4.3     Upon termination of Executive's employment with cause, the
         Bank shall pay Executive her monthly base salary and any accrued but
         unpaid benefits through the effective date of such termination.

         4.4     Upon termination of Executive's employment without cause, the
         Bank shall pay Executive, in addition to any accrued but unpaid
         benefits through the effective date of such termination, six month's
         Base Salary payable in six monthly increments on the last day of each
         month beginning with the month following the month in which such
         termination occurs.

         4.5     Without diminishing its obligation to pay Executive through
         the effective date of termination under Section 4.3 or 4.4, the Bank
         may, at its option, relieve Executive of some or all of her continuing
         duties and responsibilities during the notice period.

         4.6     In the event that, within 90 days after termination of
         Executive's employment without cause, the Company or the Bank enters
         into a definitive agreement which would result in a change of control,
         the amount payable under Section 4.4 shall be twelve month's Base
         Salary payable in twelve monthly increments on the last day of each
         month beginning with the month following the month in which such
         termination occurs.

5.       CHANGE OF CONTROL

         5.1     For purposes of this Agreement, a "Change of Control" shall
                 mean:

                 (a)      the acquisition by a person (which shall include an
                 individual or an entity), or group of persons acting in
                 concert, of beneficial ownership of 50 percent or more of the
                 outstanding common stock of the Bank or the Company; or

                 (b)      the consummation of any merger, consolidation, or
                 reorganization, to which the Company or the Bank is a party,
                 that results in the shareholders of the Company immediately
                 preceding the transaction owning, after the transaction is
                 consummated, less than 50% of the outstanding voting shares of
                 the resulting corporation; or

         5.2     In the event that, following a Change of Control, the Bank or
         its successor, elects, without cause, not to employ Executive, or to
         terminate Executive's employment within one year following such Change
         of Control, the Bank or its successor shall pay Executive an amount
         equal to one year's Base Salary payable in twelve monthly increments
         on the last day of each month beginning with the month following the
         month in which such termination occurs.

         5.3     In the event the Executive is employed by the Bank or its
         successor and, within one year following a Change of Control, is
         assigned a position or duties not substantially equivalent to those of
         a Vice President and Chief Financial Officer, or her Base Salary is
         reduced, or she is reassigned to an office more than 50 miles from
         Medford, Oregon, such an event or assignment shall constitute
         termination without cause pursuant to Section 5.2.

6.       DISABILITY





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         6.1  For purposes of this Agreement, the term "disability" shall mean
         Executive's inability because of sickness or injury to perform the
         essential functions of duties assigned to her, with or without
         reasonable accommodation.

         6.2  The parties agree that Executive's availability to perform
         services required of her position on an ongoing basis is an essential
         function of her job.  If, because of a disability, Executive becomes
         unable to perform her duties for an aggregate of six (6) months in any
         twelve (12) month period, or for any consecutive three (3) months in
         circumstances where Executive's medical prognosis is that she will be
         unable to resume performance of her duties within an additional three
         (3) months, then the Bank may thereafter terminate Executive's
         employment upon thirty (30) days' written notice to Executive.

7.       CONFIDENTIALITY

         The parties acknowledge that in the course of Executive's duties she
will have access to and become familiar with certain proprietary and
confidential information of the Bank and other information about the Bank not
known by its actual or potential competitors.  Executive acknowledges that such
information constitutes valuable, special, and unique assets of the Bank's
business, even though such information may not be of a technical nature and may
not be protected under applicable trade secret or related laws.  Executive
agrees that she will hold in a fiduciary capacity and will not use for herself
and will not reveal, communicate, or divulge during the period of her
employment with the Bank or at any time thereafter, and in any manner
whatsoever, any such data and confidential information of any kind, nature, or
description concerning any matters affecting or relating to the Bank's
business, its customers, or its services, to any person, firm, or company other
than the Bank or persons, firms, or companies designated by the Bank.
Executive agrees that all memoranda, notes, records, papers, customer files,
and other documents, and all copies thereof relating to the Bank's operations
or business, or matters related to any of the Bank's customers, some of which
may be prepared by Executive, and all objects associated therewith in any way
obtained by Executive, shall be Bank's property.

8.       GENERAL PROVISIONS

         8.1.    Modification.    This Agreement may not be changed, modified,
         released, discharged, abandoned, or otherwise amended, in whole or in
         part, except by an instrument in writing, signed by Executive and an
         authorized officer of the Bank.  Executive acknowledges and agrees
         that any subsequent change or changes in her duties or compensation
         will not affect the validity or scope of this Agreement.

         8.2.    Arbitration.     Any controversy, claim, dispute or difference
         arising out of the interpretation, construction or performance of this
         Agreement or Executive's employment with the Bank or the termination
         thereof, against the Bank, its parent, subsidiary, affiliated or
         related corporations, or its officers, managers,  employees or agents,
         including, but not limited to, statutory claims under federal and
         state laws against discrimination such as Title VII of the Civil
         Rights Act of 1964, as amended, the Age Discrimination in Employment
         Act, the Americans With Disabilities Act, the Family and Medical Leave
         Act, the 1966 Civil Rights Act, the Oregon Civil Rights Act, and
         common law claims for breach of contract, breach of covenant of good
         faith and fair dealing, wrongful termination, intentional interference
         with contractual relations, or intentional or negligent infliction of
         emotional distress shall be settled by arbitration in the State of
         Oregon under the rules and auspices of the employment dispute rules of
         the American Arbitration Association, and judgment upon the award
         entered in such arbitration may be entered in any court having
         jurisdiction thereof.





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         8.3.    Jurisdiction.    This Agreement has been made in and shall be
         governed by the substantive laws of the State of Oregon, without
         regard to its choice of law rules.

         8.4.    Successors and Assigns.   All rights and duties of the Bank
         under this Agreement shall be binding on and inure to the benefit of
         its successors, assigns or any company which purchases or otherwise
         acquires it or all or substantially all of its operating assets by any
         method.  This Agreement shall not be assignable by the Executive other
         than by will or the laws of descent and distribution.  This Agreement
         shall inure to the benefit of and be enforceable by the Executive's
         estate or personal representative.

         8.5.    Integration      This Agreement contains the entire agreement
         of the parties relating to the subject matter and may not be amended
         except by an instrument in writing signed by the parties.

         8.6.    Notices.         All notices required or permitted under this
         Agreement shall be in writing and may be personally served or mailed
         by registered or certified U.S. mail, postage prepaid.  Notices to the
         Bank shall be served on or mailed to the Bank's Executive Vice
         President, Chief Operating Officer at Valley of the Rogue Bank, P.O.
         Box 1046, Rogue River, Oregon  97537, or to such other person or
         location as the Bank shall advise Executive in writing. Notices to
         Executive shall be served on or mailed to her at such address as
         Executive shall advise the Bank in writing.

         8.7.    Severability.    If any provision of this Agreement shall be
         found, in any action, suit or proceeding, to be invalid or
         ineffective, the validity and effect of the remaining provisions shall
         not be affected.

         8.8.    Waiver.  No waiver of any right arising out of a breach of any
         covenant, term or condition of this Agreement shall be a waiver of any
         right arising out of any other or subsequent breach of the same or any
         other covenant, term or condition or a waiver of the covenant, term or
         condition itself.

         8.9.    Performance by the Bank   References to, and obligations of,
         the Bank in this Agreement shall include the Company, as applicable.





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9.       EXECUTION

         The parties have executed this Agreement as of the date appearing in
the caption of this Agreement, to be effective upon the Effective Date stated
in Section 1 above.


         VALLEY OF THE ROGUE BANK


         By:  /s/ Tom Anderson                       /s/ Felice Belfiore
            ----------------------                  ----------------------
            Tom Anderson                            Felice Belfiore
            Executive Vice President

         VRB BANCORP


         By:     /s/ Tom Anderson                           
            ---------------------- 
                 Tom Anderson
                 Executive Vice President



























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