Exhibit
10.2.2


BUTTE
COMMUNITY BANK


SALARY
CONTINUATION AGREEMENT


This Salary Continuation
Agreement (Agreement) is entered into by and between Butte Community Bank, a
wholly owned subsidiary of Community Valley Bancorp (collectively Bank),
located in Chico, California and Keith Robbins (Employee), to be effective as
of the date last written below.


RECITALS


A.                                   The
Bank has employed the Employee as the President and Chief Executive Officer
since 1990.


B.                                     The
Bank desires to continue to employ the Employee as its President and Chief
Executive Officer.


C.                                     In
order to encourage the Employee to remain in the employ of the Bank, the Bank
is willing to provide salary continuation benefits to the Employee, as provided
in a series of salary continuation agreements between the parties.


D.                                    Section
885 of the American Jobs Creation Act of 2004 amended the Internal Revenue Code
(Code) to add section 409A implementing detailed rules regarding deferred
compensation.  The Treasury Department
subsequently issued Notice 2005-1 providing transitional guidance for bringing
deferred compensation plans into compliance with Code section 409A.


E.                                      Notice
2005-1 announced that a deferred compensation plan subject to Code section 409A
must be operated in good faith compliance with the provisions of Code section
409A and Notice 2005-1 during the 2005 calendar year.


F.                                      Proposed
Treasury regulations were issued with a proposed effective date of January 1,
2007, extending the good faith compliance period through December 31, 2006.


G.                                     Pursuant
to the Treasury Regulations and other published IRS guidance, benefits vested
under the salary continuation agreement between the Bank and the Employee,
dated September 21, 2004 (Grandfathered Agreement) is eligible for, and shall
receive, grandfather treatment such that the terms of the agreement in effect
on October 3, 2004, shall (i) remain in full force and effect, and (ii)
govern all benefits vested as of December 31, 2004.  The Grandfathered Agreement shall remain in
full force and effect, and this Agreement shall in no way be construed to
limit, replace or abridge benefits payable thereunder.











H.                                    The
parties acknowledge benefits not vested on December 31, 2004, and all amounts
deferred after that date are covered by the requirements of Code section 409A
and the guidance issued thereunder.


I.                                         The
Bank adopts this Agreement, effective January 1, 2006, in good faith compliance
with the requirements of Code section 409A and the guidance issued thereunder.
Its terms apply only to those benefits not vested as of December 31, 2004, and
other amounts deferred after that date.


Accordingly, the
following Agreement is adopted.


AGREEMENT


In consideration of the
promises and mutual covenants contained herein, the Bank and the Employee agree
as follows:


ARTICLE 1.  GENERAL


1.01.        Purpose.


The purpose of this
Agreement is to provide for the payment of deferred compensation benefits after
the Employee’s Termination of Employment, provided that the conditions set
forth in this Agreement are satisfied. 
The Board of Directors of the Bank (Board) has determined that the
overall compensation paid to the Employee under this Agreement and the other
compensation arrangements provided to the Employee by the Bank is reasonable
compensation for the services rendered and to be rendered to the Bank by the
Employee in view of such services and compensation paid by other employers to
employees in similar circumstances.


Neither this Agreement
nor any modifications hereof, nor the payment of any benefits hereunder shall
be construed as a modification of any other deferred compensation arrangement
maintained by the Bank, or to limit, replace or abridge benefits payable
thereunder, including, but not limited to the Grandfathered Agreement
which  remains in full force and effect.


1.02.        Income Tax Status.


The Agreement is intended
to be an unfunded, nonqualified deferred compensation and death benefit plan
that is governed by Code sections 61, 83, 402(b), 404(a)(5), 409A and 451,
such that neither the Employee nor the Employee’s Beneficiary(ies) will have
any taxable income by virtue of the operation of the constructive receipt
doctrine earlier than the first taxable year in which the deferred compensation
benefits under the Agreement are paid.











1.03.        ERISA Status.


This Agreement is
intended to qualify as an unfunded plan of deferred compensation that is
maintained by an employer primarily for the purpose of providing deferred
compensation for a “select group of management or highly compensated employees”
as those terms are defined under the provisions of the Employee Retirement
Income Security Act of 1974, as amended (ERISA).  The Employee is responsible for the
management, growth and protection of the business of the Bank.  The Employee is fully advised of the Bank’s
financial status and has had substantial input in the negotiation and design of
this benefit arrangement.  It is
understood that the amounts payable to the Employee under this Agreement are
strictly from the general assets of the Bank and that the Employee has no
greater rights to the general assets of the Bank than any other unsecured
general creditor.  Similarly, the Bank
may, in its sole and absolute discretion, establish a “rabbi trust” as a means
of setting aside a portion of its general assets for the payment of benefits
under this Agreement.  However, the Bank
shall be under no obligation to establish such a trust, nor shall the Bank
establish such a trust if its establishment or existence would in any way cause
this Agreement to be construed as anything other than an unfunded plan of
deferred compensation under ERISA.  For
purposes of ERISA, the Bank shall be the named fiduciary and administrator
under this Agreement.


1.04.        Limitation Of Rights.


Neither this Agreement,
nor any modifications hereof, nor the payment of any benefits hereunder shall
be construed as an employment contract, nor as giving to the Employee any right
to be employed by the Bank, nor as modifying the terms of any employment
contract between the Employee and the Bank.


1.05.        Other Agreements.


Nothing contained in this
Agreement shall affect any right which the Employee may otherwise have to
participate in any other plan of deferred compensation that the Bank may now or
hereafter maintain for the benefit of its employees.  Any deferred compensation payable under this
Agreement shall not be deemed salary or other compensation to the Employee for
the purpose of computing benefits to which the Employee may be entitled under
any pension plan or other arrangement of the Bank maintained for the benefit of
its employees.











ARTICLE 2.  GENERAL DEFINITIONS


2.01.        Account.


“Account” means the book
reserve account established and maintained for the Employee under the
Agreement.  Each Employee’s Account shall
be divided into the following sub accounts:


A.                                   The
book reserve account maintained by the Bank with respect to the Employee’s
participation hereunder that is (i) not subject to Code section 409A, and
(ii) governed by the terms of the agreement dated September 21, 2004 as those
terms existed on October 3, 2004 (Pre-409A Account); and


B.                                     The
book reserve account maintained by the Bank with respect to the Employee’s
participation hereunder that is (i) subject to Code section 409A, and
(ii) governed by the terms of this Agreement (409A Account).


2.02.        Beneficiary.


“Beneficiary” means the
person or persons entitled to receive benefits under the Agreement in the event
of the death of the Employee, as designated by the Employee on such form as is
acceptable to and filed with the Bank, as set forth in the Beneficiary
Designations paragraph, below.


2.03.        Cause.


“Cause” means the Bank
shall have the right to terminate this Agreement for any of the following
reasons by serving written notice upon the Employee:


A.                                   Gross
negligence or gross neglect of duties to the Bank;


B.                                     Commission
of a felony or of a gross misdemeanor involving moral turpitude involving the
Employee’s employment by the Bank; or


C.                                     Fraud,
disloyalty, dishonesty or willful violation of any law or significant Bank
policy committed in connection with the Employee’s employment and resulting in
an adverse effect on the Bank.











2.04.        Code.


“Code” means the Internal
Revenue Code of 1986, as it may be amended from time to time.  Reference to any provision of the Code
includes reference to any comparable or succeeding provisions of any
legislation that amends, supplements or replaces such provision.


2.05.        ERISA.


“ERISA” means the
Employee Retirement Income Security Act of 1974, Public Law 93-406, enacted
September 2, 1974, as amended.


2.06.        Normal Retirement Age.


“Normal Retirement Age”
means age sixty-five (65).


2.07.        Termination Of Employment.


“Termination of
Employment” means that the Employee ceases to be employed as a common law
employee of the Bank for any reason whatsoever. 
For purposes of this Agreement, if there is a dispute over the
employment status of the Employee or the date of the Employee’s Termination of
Employment, the Bank shall have the sole and absolute right to resolve this
issue for purposes of this Agreement.  A
Termination of Employment will not occur if the Employee is on a leave of
absence approved by the Bank or for periods of military service for which
employment rights are prescribed by USERRA. 
Notwithstanding the foregoing, if the Employee does not return to active
employment with the Bank within thirty (30) days following the end of the leave
of absence, or such longer period as may be prescribed by law, the Employee’s
Termination of Employment shall be deemed to have occurred as of the date when
the Employee’s leave of absence began unless such failure to return was the
result of the Employee’s death.


2.08.        USERRA.


“USERRA” means the
Uniformed Services Employment and Reemployment Rights Act of 1994, as it may be
amended from time to time.


ARTICLE 3.  BENEFITS


3.01.        Normal Retirement Benefit.


Subject to the provisions
of the Entitlement paragraph, below, if the 











Employee’s Termination of
Employment occurs on or after attainment of the Employee’s Normal Retirement
Age, the benefit payable to the Employee under this Agreement shall be the
Annual Benefit as defined in paragraph 3.01.A., below, payable for a period of
twenty (20) years.  After payment
commences, each year the amount of the Annual Benefit shall increase three
percent (3%) over the prior year’s benefit, as a cost of living
adjustment.  The benefit shall be payable
on the first day of each month, in two hundred forty (240) installments or
until the death of the Employee, whichever is later, commencing on the first
day of the month following the Employee’s Termination of Employment.  However, in the event that (i) the Employee
is a “key employee” (as defined in Code section 416(i)), and (ii) the Bank
is a publicly traded corporation, the payment of benefits shall commence on the
first day of the seventh month following the Termination of Employment date.


A.                                   Annual
Benefit.


“Annual Benefit” means the deferred compensation
benefit payable under this Agreement, according to the following schedule:




	
  Termination of Employment Date

  	
   

  	
  Annual Benefit

  	
   

  
	
  After 2-13-2008 and on or before 2-13-2009

  	
   

  	
  $

  	
  6,250

  	
   

  
	
  After 2-13-2009 and on or before 2-13-2010

  	
   

  	
  $

  	
  12,500

  	
   

  
	
  After 2-13-2010 and on or before 2-13-2011

  	
   

  	
  $

  	
  18,750

  	
   

  
	
  After 2-13-2011

  	
   

  	
  $

  	
  25,000

  	
   

  






 


3.02.        Death Benefit.


A.                                   Death
Before Termination Of Employment.


If the Employee dies
prior to the Employee’s Termination of Employment, the deferred compensation
benefit payable under this Agreement to the Employee’s Beneficiary shall be the
Annual Benefit as defined in paragraph 3.01.A, payable for a period of twenty
(20) years.  After payment commences,
each year the amount of the Annual Benefit shall increase three percent (3%)
over the prior year’s benefit as a cost of living adjustment.  The benefit shall be payable in two hundred
forty (240) monthly installments on the first day of each month, commencing
with the month following the Employee’s death. 
If the Employee’s Beneficiary dies prior to receiving all such payments,
then any remaining payments shall be paid to the Beneficiary’s estate.











B.                                     Death
During Benefit Period.


If the Employee dies after the benefit payments have
commenced under this Agreement but before the Employee has received all such
payments to which the Employee is entitled, the Bank shall pay such remaining
benefits to the Employee’s Beneficiary at the same times and in the same
amounts that would have been paid to the Employee, had the Employee survived to
receive two hundred forty (240) monthly installments.  If the Employee’s Beneficiary dies prior to
receiving all such payments, then any remaining payments shall be paid to the
Beneficiary’s estate.


C.                                     Death
Before Benefit Period.


If the Employee becomes
entitled to benefits under this Agreement, but the Employee dies before the
commencement of such benefit payments, the Bank shall pay such benefits to the
Employee’s Beneficiary at the same times and in the same amounts that would
have been paid to the Employee had the Employee survived to receive two hundred
forty (240) monthly installments.  This
benefit shall be payable, on the first day of each month, commencing with the
month following the Employee’s death.  If
the Employee’s Beneficiary dies prior to receiving all such payments, then any
remaining payments shall be paid to the Beneficiary’s estate.


D.                                    Beneficiary
Designations.


The Employee shall notify
the Bank of the name, date of birth and current address of the Employee’s
designated Beneficiary and when any change in the address of the Employee’s
designated Beneficiary occurs.  The
Employee shall have the right, at any time, to revoke such designation or to
substitute another such Beneficiary without the consent of any person.  However, Beneficiary designations will be
effective only if signed by the Employee and accepted by the Bank during the
Employee’s lifetime.  If the Employee’s
Beneficiary on file with the Bank is the Employee’s spouse and the Employee’s
marriage to such spouse is subsequently dissolved, other than by the Employee’s
death, such Beneficiary designation shall be deemed automatically revoked.  If, upon the death of the Employee, there is
no valid Beneficiary designation on file with the Bank or the Employee’s
Beneficiary has predeceased the Employee, the Employee’s surviving spouse, or
if there is none, the Employee’s estate, shall be the Employee’s Beneficiary.











3.03.        Benefit Enhancements.


The
Board may, in its sole and
absolute discretion, increase the amount of the benefit payments to the
Employee or the Employee’s Beneficiary under this Agreement commencing any
time, and from time to time, effective on or after the first anniversary of the
first benefit payment under this Agreement.


3.04.        Entitlement.


A.                                   Excess
Parachute Payments.


Notwithstanding any
provision of this Agreement to the contrary, the Bank shall not pay any benefit under this
Agreement to the extent the benefit would be an excess parachute payment under
section 280G of the Code.  If any
portion of the amounts payable to the Employee under this Agreement, either
alone or together with other payments or benefits, that are contingent on a “change
of control” would constitute “excess parachute payments” subject to the excise
tax imposed by Code section 4999 (or similar tax and/or assessments), then, in
the Bank’s discretion, any of the excess parachute payments payable under this
Agreement or otherwise, shall be reduced to an amount equal to two hundred
ninety-nine percent (299%) of the Employee’s “base amount.”


Any determination
required under this paragraph shall be made in writing by the Bank’s
independent public accountants  
(Accountants) immediately prior to a Change of Control.  The Accountants may make reasonable
assumptions and approximations concerning applicable taxes and may rely on
reasonable, good faith interpretations concerning the application of Code
sections 280G and 4999.  The Bank shall
bear all costs the Accountants may reasonably incur in connection with any
calculations contemplated herein.  The
terms “change of control,” “excess parachute payments” and “base amount” are
defined in Code section 280G and Treasury regulations section 1.280G-1.  This paragraph shall apply and be interpreted
in accordance with Code section 280G and the Treasury regulations promulgated
thereunder effective January 1, 2004, or the Treasury regulations then in
effect.


B.                                     Termination
For Cause.


Notwithstanding any
provision of this Agreement to the contrary, no benefit shall be payable under
this Agreement to any person if the Employee’s Termination of Employment is for
Cause.











C.                                     Competition
After Termination Of Employment.


Notwithstanding any
provision of this Agreement to the contrary, except in the event of the
Employee’s Termination of Employment because of a Change of Control, if the
Board, in its sole and absolute discretion, determines that the Employee has,
at any time, violated the following non-competition provisions, then no
benefits (or no further benefits if benefit payments have commenced) shall be
payable under this Agreement to any person.


1.                                       In
the course of the Employee’s employment with the Bank, the Employee will have
access to trade secrets, confidential information, confidential forms, records,
data, specifications, plans, processes and ideas owned by the Bank or provided
to the Bank in a confidential manner by the person supplying such information
to the Bank.  The Employee shall not, without
the prior written consent of the Bank, directly or indirectly, disclose or use
any such information, except as required in the course of the Employee’s
employment by the Bank.


2.                                       During
the Employee’s employment with the Bank and for two (2) years following the
Employee’s Termination of Employment, the Employee shall not, without the prior
written consent of the Bank, engage in, become interested in, directly or
indirectly, as a sole proprietor, as a partner in a partnership, as a member of
a limited liability company, or as a substantial shareholder in a corporation,
or become associated with, in the capacity of employee, director, officer,
principal, agent, trustee or in any other capacity whatsoever, any enterprise
conducted in the trading area (a fifty (50) mile radius) of the business of the
Bank, which enterprise is, or may deemed to be, competitive with any business
carried on by the Bank as of the date of the Employee’s Termination of
Employment.


3.                                       During
the Employee’s employment with the Bank and for two (2) years following the Employee’s
Termination of Employment, the Employee shall not, without the prior written
consent of the Bank, directly or indirectly, induce or influence, or seek to
induce or influence, any person who is engaged, as an employee, agent,
independent contractor or otherwise, by the Bank, to terminate such person’s
engagement by the Bank.











4.                                       The
Employee shall not commit, cause to be committed, or permit to be committed,
any act which may be held under the laws of the state of California to
constitute unfair competition.


D.                                    Suicide
Or Misstatement.


Notwithstanding any
provision of this Agreement to the contrary, no benefit shall be payable under
this Agreement to any person if the Employee commits suicide within two (2)
years after the date of this Agreement or if the Employee has made any material
misstatement of fact on any application for life insurance purchased by the
Bank.


3.05.        Source Of Benefits.


A.                                   All
benefits payable pursuant to this Agreement shall be paid from the general
assets of the Bank. The Bank is not obligated to segregate any of its assets in
connection with the Agreement benefits, nor to fund or otherwise secure its
obligation to pay such benefits.


B.                                     If
the Bank elects to provide for the payment of its obligations hereunder through
(i) the purchase of any contract of insurance, (ii) any investment
product, (iii) the establishment of a trust, or (iv) otherwise, neither
the Employee nor any Beneficiary who acquires a right to receive payments
hereunder shall have rights or interest in any such contract, product, trust or
other arrangement greater than those of an unsecured general creditor of the
Bank.


C.                                     All
amounts of compensation deferred under the Agreement, all property and rights
purchased with such amounts, and all income attributable to such amount,
property or rights, shall remain, until made available to the Employee or the
Employee’s Beneficiary, solely the property and rights of the Bank, without
regard to the provision of benefits under the Agreement and subject only to the
claims of the general creditors of the Bank.


3.06.        Repayment Of Overpayment Of Benefits.


By accepting payment(s)
under this Agreement, the Employee or the Employee’s Beneficiary receiving the
payment agrees that, in the event of overpayment, the Employee or the Employee’s
Beneficiary will promptly repay the amount of overpayment without interest;
provided that, if the Employee or the Employee’s Beneficiary has not repaid the
overpayment within thirty (30) days after notice, the Employee or the Employee’s
Beneficiary will also pay an amount equal to simple interest at the rate 











determined by the Bank on
the unpaid amount from the date of overpayment to the date of repayment and, in
addition, will pay all legal fees, court costs and the reasonable time value of
the Bank, or any of its employees or agents, related to the collection of such
overpayment.


3.07.        Recovery Of Estate Taxes.


If the Employee’s gross
estate, for federal estate tax purposes, includes any amount determined by
reference to and on account of this Agreement, and if the Beneficiary is other
than the Employee’s estate, then the Employee’s estate shall be entitled to
recover from the Beneficiary receiving such benefit under the terms of this
Agreement an amount by which the total estate tax due by the Employee’s estate,
exceeds the total estate tax which would have been payable if the value of such
benefit had not been included in the Employee’s gross estate.  If there is more than one person receiving
such benefit, the right of recovery shall be against each such person.  In the event the Beneficiary has a liability
hereunder, the Beneficiary may petition the Bank for a lump sum payment in an
amount not to exceed the Beneficiary’s liability hereunder.


3.08.        Withholding.


The Bank may withhold
from any benefit payable under the Agreement all federal, state or local taxes
that may be required to be withheld pursuant to applicable law.


3.09.        Payments To Incapacitated Individuals.


If a benefit is payable
to a minor, to a person declared incapacitated, or to a person incapable of
handling the disposition of his or her property, the Bank may make all benefit
distributions to the person(s) or institution(s) which are providing for the
care and maintenance of the distributee, and continue to make distributions to
them until a duly appointed legal representative of the distributee makes a
claim for the payment.  If a valid claim
is made by a duly appointed legal representative of the distributee, the Bank
shall pay such benefit to the guardian, legal representative or person having
the care or custody of such minor, incapacitated person or incapable
person.  The Bank may require proof of
incapacity, minority or guardianship as it may deem appropriate prior to
distribution of the benefit.  Payments
made pursuant to the terms of this paragraph shall constitute a distribution to
the Employee or Beneficiary entitled thereto, and shall immediately discharge
the Bank of any further liability therefore.


 















 


ARTICLE 4.  BENEFIT
CLAIMS AND APPEALS


4.01.        Request For Information.


Any Employee or
Beneficiary may request such information concerning the Employee’s or
Beneficiary’s rights or benefits under this Agreement as is required to be
disclosed under Part 1, Subtitle B, Title I of ERISA.  The Bank shall respond, in writing, within a
reasonable time, not to exceed thirty (30) days, unless the failure to respond
results from matters reasonably beyond the Bank’s control.


4.02.        Claim For Benefits.


Claims for benefits shall
be processed as soon as administratively feasible and without unreasonable
delay due to causes beyond the control of the Bank.  A written ruling on each claim for benefits
shall be delivered to the Employee or Beneficiary making the claim.  If the claim is denied in any respect, the
ruling shall set forth the specific reasons for such denial, written in a
manner calculated to be understood by the Employee or Beneficiary, including:


A.                                   Specific
references to pertinent Agreement provisions on which the denial is based;


B.                                     A
description of any additional material or information necessary for the
claimant to perfect the claim;


C.                                     An
explanation of why such material or information is needed; and


D.                                    An
explanation of the Agreement’s review procedure for denied claims.


Such ruling shall be made
within thirty (30) days from the date the claim is received by the Bank.  If information upon which the ruling is based
is not available, the Bank shall make a prompt effort to secure all information
needed and make its ruling.  If the claim
is not acted upon within one hundred twenty (120) days of the claim, the
claimant may proceed to the review stage as if the claim had been denied.


4.03.        Review Of Denied Claim.


If a claim for benefits
has been denied by the Bank, then within ninety (90) days after receipt of the
ruling (or two hundred ten (210) days of the claim if the claim has not been
acted upon within one hundred twenty (120) days of the claim), the Employee or
Beneficiary making the claim or the Employee’s or Beneficiary’s authorized
representative may file a written 











request for review on a
form furnished by the Bank, giving the Employee or Beneficiary thirty (30) days
notice thereof, and notifying said claimant that said claimant may submit a
written statement and documents, or appear personally at such or both, to give
whatever facts or evidence the claimant feels bears upon the claim, review
pertinent documents and records and submit issues and comments in writing.  The Bank shall make a full and fair review of
the record, including the written and oral information submitted by the
claimant.  Within thirty (30) days, the
Bank shall render a decision and, if the claim is again denied, the Bank shall
set forth the specific reasons for such denial written in a manner calculated
to be understood by the Employee or Beneficiary.  Such ruling shall contain the same
information required by the Claim For Benefits paragraph, above.


4.04.        Resolution Of Disputes.


Any claim under this
Agreement that has not been resolved under the preceding provisions of this
Agreement shall be resolved pursuant to the provisions of this Resolution Of
Disputes paragraph.


A.                                   Negotiation/Mediation.


If any dispute arises
over performance under the terms of this Agreement, the parties shall use their
best efforts for a period of thirty (30) days to resolve the dispute by
agreement through negotiation or mediation. 
To commence the dispute resolution process, any party may serve written
notice on the other parties specifically identifying the dispute and requesting
that efforts at resolution begin.  If the
parties are unable to agree after reasonable negotiations among them, mediation
shall be initiated upon written request by any party and a mediator shall be
selected by the parties from (i) the Retired Judges Registry maintained by the
California Judges Association, (ii) the Sacramento Arbitration and Mediation
Services, or (iii) Judicat (Mediator). 
The parties shall submit to the Mediator all written, documentary and
other evidence and such oral testimony as is necessary for a proper resolution
of the dispute.  When and as requested by
the Mediator, the parties shall meet promptly in good faith efforts to resolve
the dispute.


B.                                     Binding
Arbitration.


If the parties’ good
faith efforts at resolving the dispute by agreement through negotiation or
mediation are unsuccessful within the thirty (30) day period set forth in the
Negotiation/ Mediation paragraph, above, or such longer period as mutually
agreed by the parties, such dispute between the parties shall be 











submitted to, and
conclusively determined by, binding arbitration in accordance with this Binding
Arbitration paragraph.


1.                                       The
parties agree that the Mediator selected pursuant to the Negotiation/Mediation
paragraph, above, shall serve as the Arbitrator; provided, however, that if
such Mediator is unable or unwilling to serve, then an Arbitrator shall be
selected by the parties from the list of individuals affiliated with Judicial
Arbitration and Mediation Services, Inc. 
If the parties are unable to agree upon an Arbitrator, each party shall
select an Arbitrator and the Arbitrators so selected shall select a third
Arbitrator.


2.                                       Any
arbitration hearing shall be conducted in Butte County, California.  The law applicable to the arbitration of any
dispute shall be the law of the State of California, excluding its laws of
evidence.  Except as otherwise provided
in this Agreement, the arbitration shall be governed by the rules of
arbitration of the American Arbitration Association.


3.                                       In
no event shall the Arbitrator’s award include any component of punitive or
exemplary damages.  The parties shall
equally bear all costs of arbitration.


4.05.        Time.


The filing of claims or
receipt of notices of rulings and any event starting a time period shall be deemed
to commence with personal delivery signed for by the claimant or by affidavit
of personal service, or the date of actual receipts for certified or registered
mail (or date returned if delivery is refused or a claimant has moved without
giving the Bank a forwarding address).


ARTICLE 5.  ADMINISTRATION


5.01.        Employment Records.


The Bank shall maintain
permanent employment records to show dates of employment and Termination of
Employment, compensation, and such other information as necessary or appropriate
in the administration of the Agreement for the Employee.











5.02.        Reports And Disclosure.


The Bank shall prepare,
file and distribute, in a timely manner, all reports and information to be
disclosed to the Employee as may be required by ERISA.


5.03.        Powers And Duties Of The Bank.


The Bank shall administer
the Agreement in accordance with its terms and shall have the power and
discretion to construe the terms of the Agreement, resolve any ambiguities in
the Agreement, and to determine all questions arising in connection with the
administration, interpretation and application of the Agreement.  Any such determination by the Bank shall be
conclusive and binding upon all persons. 
The Bank may establish procedures, correct any defect, supply any
information, or reconcile any inconsistency in such manner and to such extent
as shall be deemed necessary or advisable to carry out the purpose of the
Agreement; provided, however, that any such procedure, discretionary act,
interpretation or construction shall be consistent with the intent set forth in
the Income Tax Status and ERISA Status paragraphs above.


ARTICLE 6.  MISCELLANEOUS


6.01.        Binding Effect.


This Agreement shall be
binding upon and inure to the benefit of the Bank, its successors and assigns,
the Employee and the Employee’s spouse, heirs, executors, administrators and
legal representatives.


6.02.        Amendment.


No waiver or modification
of any part of this Agreement shall be valid unless the amendment is in writing
signed by the Bank and the Employee. 
Notwithstanding any other provision of this Agreement to the contrary,
the Bank may amend this Agreement at any time, without the consent of the
Employee, effective as of any date, if the Bank determines in its sole and
absolute discretion that the amendment is necessary or appropriate in order to
either (i) maintain the status of the Agreement as set forth in the Income Tax
Status paragraph or ERISA Status paragraph above, or (ii) if the Agreement
would otherwise result in significant financial penalties or be otherwise
significantly detrimental to the Bank (other than the financial impact of
paying the benefits under the Agreement), regardless of the effect of any such
amendment on the Employee or the benefits with respect to the Employee.











6.03.        Termination.


If not terminated at an
earlier date, this Agreement shall terminate as of the earliest date on which
the Bank’s obligations to the Employee and his Beneficiary(ies) have been
satisfied.  Upon termination of the
Agreement, no distributions of benefits shall be made that are not otherwise
permitted by the Agreement, unless such distributions are permitted under Code
section 409A or the lawful guidance published by the Treasury Department or the
IRS pursuant to Code section 409A.


6.04.        Alienation.


No benefits under this
Agreement shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge.  Any attempt to so anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge the same shall be void.  Nor shall any such benefits in any manner be
liable for or subject to the debts, contracts, liabilities, domestic relations
orders or torts of the person entitled to such benefits except to the extent
required by ERISA.


6.05.        Applicable Law.


This Agreement shall be
construed, administered and governed in all respects by the laws of the United
States of America to the extent applicable, and otherwise by the laws of the
state of California.


6.06.        Enforcement.


If any action at law or
in equity, or if the services of any attorney are necessary to enforce or
interpret the terms of this Agreement, then, except as provided in the
Resolution of Disputes paragraph, above, the prevailing party shall be entitled
to reasonable attorneys’ fees, costs and necessary disbursements in addition to
any other relief to which that party may be entitled.


6.07.        Severability.


If any provision of this
Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to be fully
effective without being impaired or invalidated in any way.











6.08.        Waiver.


Waiver of breach of any
provision of this Agreement shall not be deemed to be a waiver of any other
provision or of any subsequent breach of such provision.


6.09.        Headings.


The paragraph headings
appearing in this Agreement shall not be deemed to govern, limit, modify, or in
any way affect the scope, meaning or intent of this Agreement.


6.10.        Entire Agreement.


This Agreement
constitutes the entire agreement between the Bank and the Employee as it
relates to the salary continuation benefits under this Agreement.  This Agreement supersedes all prior and
contemporaneous agreements, understandings and representations between the
parties, whether written or oral, with respect to the subject matter hereof.


IN WITNESS WHEREOF, the
Bank and the Employee have caused this Agreement to be executed on the date
last written below.


	
  

  	
  

  	
  BANK:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BUTTE COMMUNITY BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  9-18-2006

  	
   

  	
  By:

  	
  //s// Don Leforce

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chairman

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  EMPLOYEE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  9-12-2006

  	
   

  	
  By:

  	
  //s// K C Robbins

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Keith
  Robbins