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                                                                   Exhibit 10.29

                     EXECUTIVE SALARY CONTINUATION AGREEMENT

      This Agreement is made and entered into this l4 day of January, 1999, by
and between Tehama Bank, a banking corporation organized under the laws of the
State of California, Tehama Bancorp, a California corporation (Tehama Bank and
Tehama Bancorp together, the "Employer"), and Mark Francis, an individual
residing in the State of California (hereinafter referred to as the
"Executive").

                                    RECITALS

            WHEREAS, the Executive is an employee of the Employer and is serving
as its Vice President and Commercial Banking Manager;

            WHEREAS, the Executive's experience and knowledge of the affairs of
the Employer and the banking industry are extensive and valuable;

            WHEREAS, it is deemed to be in the best interests of the Employer to
provide the Executive with certain salary continuation benefits, on the terms
and conditions set forth herein, in order to reasonably induce the Executive to
remain in the Employer's employment; and

            WHEREAS, the Executive and the Employer wish to specify in writing
the terms and conditions upon which this additional compensatory incentive will
be provided to the Executive, or to the Executive's spouse or the Executive's
designated beneficiaries, as the case may be;

            NOW, THEREFORE, in consideration of the services to be performed in
the future, as well as the mutual promises and covenants contained herein, the
Executive and the Employer agree as follows:

                                    AGREEMENT

      1.    TERMS AND DEFINITIONS.

            1.1. ADMINISTRATOR. The Employer shall be the "Administrator" and,
solely for the purposes of ERISA, the "fiduciary" of this Agreement where a
fiduciary is required by ERISA.

            1.2. ANNUAL BENEFIT.

                  (a) The term "Annual Benefit" shall mean an annual sum of
Sixty Six Thousand Six Hundred Sixty Seven Dollars ($66,667) multiplied by the
Applicable Percentage (defined below), provided that, if the number of complete
years, determined as provided by Section 1.3, from December 16, 1998 to the date
when the Executive dies, Retires, ceases to be employed by Employer, or becomes
Disabled, equals or exceeds nine complete years, the Annual Benefit shall be
Eighty Three Thousand Three Hundred Thirty Three Dollars ($83,333);

                  (b) The Annual Benefit, determined as provided in subsection
(a) above, shall be reduced to the extent: (i) required under the other
provisions of this Agreement, including, but not limited to, Paragraphs 5, 6 and
7 hereof; (ii) required by reason of the lawful order of any regulatory agency
or body having jurisdiction over the Employer; and (iii) required in order for
the Employer to properly comply with any and all applicable state and federal
laws, including, but not limited to, income, employment and disability income
tax laws (e.g., FICA, FUTA, SDI).


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            1.3. APPLICABLE PERCENTAGE. The term "Applicable Percentage" shall
mean that percentage listed on Schedule "A" attached hereto which is adjacent to
the number of complete years (with a "year" being the performance of personal
services for or on behalf of the Employer for a period of 365 days) which have
elapsed starting from December 16, 1998 and ending on the earlier of: (a) the
date Executive dies (except as provided below in this Paragraph); (b) the date
Executive ceases to be employed by Employer (other than by reason of Retirement
or Disability, as defined below); or (c) in the case of Executive's Disability
(as defined below), the date Executive becomes Disabled (as defined below).
Notwithstanding the foregoing or the percentages set forth on Schedule "A," but
subject to all other terms and conditions set forth herein, the "Applicable
Percentage" shall be: (i) one hundred percent (100%) in the event the Executive
Retires or dies prior to Retirement but while employed full time by the
employer; and (ii) zero percent (0%) in the event the Executive takes any action
which prevents the Employer from collecting the proceeds of any life insurance
policy which the Employer may happen to own at the time of the Executive's death
and of which the Employer is the designated beneficiary.

            1.4. BENEFICIARY. The term "beneficiary" or "designated beneficiary"
shall mean the person or persons whom the Executive shall designate in a valid
Beneficiary Designation, a copy of which is attached hereto as Exhibit "B," to
receive the benefits provided hereunder. A Beneficiary Designation shall be
valid only if it is in the form attached hereto and made a part hereof and is
received by the Administrator prior to the Executive's death.

            1.5. CHANGE IN CONTROL. The term "Change in Control" shall mean,
with respect to the Employer: (i) a change in control of the Employer of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or in response to any other form or
report to the regulatory agencies or governmental authorities having
jurisdiction over the Employer or any stock exchange on which the Employer's
shares are listed which requires the reporting of a change in control; (ii) any
merger, consolidation or reorganization of the Employer in which the Employer
does not survive; (iii) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions) of any assets
of the Employer having an aggregate fair market value of fifty percent (50%) of
the total value of the assets of the Employer, reflected in the most recent
balance sheet of the Employer; or (iv) a transaction whereby any "person" (as
such term is used in the Exchange Act or any individual, corporation,
partnership, trust or any other entity) becomes the beneficial owner, directly
or indirectly, of securities of the Employer representing twenty-five percent
(25%) or more of the combined voting power of the Employer's then outstanding
securities.

            1.6. DISABILITY/DISABLED. The term "Disability" or "Disabled' shall
have the same meaning given such term in the principal disability insurance
policy covering the Executive, which is incorporated herein by reference to the
limited extent thereof. In the event the Executive is not covered by a
disability policy containing a definition of "Disability" or "Disabled," these
terms shall mean an illness or incapacity which, having continued for a period
of one hundred and eighty (180) consecutive days, prevents the Executive from
adequately performing the Executive's regular employment duties, as determined
by an independent physician selected by mutual agreement of the parties. For
purposes of determining the Applicable Percentage, the Executive shall be deemed
to be Disabled as of the first day on which the Executive is treated as being
Disabled under the Executive's principal disability insurance policy or, if no
such policy exists, the one hundred and eightieth (180th) consecutive day of the
Executive's illness or incapacity, as determined above.


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            1.7. EFFECTIVE DATE. The term "Effective Date" shall mean the date
upon which this Agreement was entered into by the parties, as first written
above.

            1.8. ERISA. The term "ERISA" shall mean the Employee Retirement
Income Security Act of 1974, as amended.

            1.9. PLAN YEAR. The term "Plan Year" shall mean the Employer's
fiscal year.

            1.10. RETIREMENT. The term "Retirement" or "Retires" shall refer to
the date, occurring after Executive shall have attained seven years of
continuous full-time employment by Employer, which the Executive acknowledges in
writing to Employer to be the last day he will provide any significant personal
services, whether as an employee or independent consultant or contractor, to
Employer. For purposes of this Agreement, the phrase "significant personal
services" shall mean more than ten (10) hours of personal services rendered in
any thirty (30) day period.

            1.11. SURVIVING SPOUSE. The term "Surviving Spouse" shall mean the
person, if any, who shall be legally married to the Executive on the date of the
Executive's death.

            1.12. TERMINATION FOR CAUSE. The term "Termination for Cause" shall
mean termination of the employment of the Executive by reason of any of the
following, provider that such termination shall have been carried out fairly and
in good faith by the Employer:

                  (a) A termination "for cause" as this term may be defined in
any written employment agreement entered into by and between the Employer and
the Executive;

                  (b) The willful breach of duty by the Executive in the course
of his employment;

                  (c) The habitual neglect by the Executive of his employment
responsibilities and duties;

                  (d) The Executive's deliberate violation of any state or
federal banking or securities laws, or of the Bylaws, rules, policies or
resolutions of the Employer, or of the rules or regulations of: (i) the
California Department of Financial Institutions; (ii) the Board of Governors of
the Federal Reserve System; (iii) the Federal Deposit Insurance Corporation; or
(iv) any other state or federal regulatory agency or governmental authority
having jurisdiction over the Employer;

                  (e) The Executive is convicted of any felony or a crime
involving moral turpitude or a fraudulent or dishonest act;

                  (f) The Executive discloses without authority any secret or
confidential information not otherwise publicly available concerning the
Employer or takes any action which the Employer's Board of Directors determines,
subject to good faith, fair dealing and reasonableness, constitutes unfair
competition with or induces any customer to breach any contract with the
Employer;

      2.    SCOPE, PURPOSE AND EFFECT.

            2.1. CONTRACT OF EMPLOYMENT. Although this Agreement is intended to
provide the Executive with an additional incentive to remain in the employ of
the Employer, this Agreement shall not

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be deemed to constitute a contract of employment between the Executive and the
Employer nor shall any provision of this Agreement restrict or expand the right
of the Employer to terminate the Executive's employment. This Agreement shall
have no impact or effect upon any separate written Employment Agreement which
the Executive may have with the Employer, it being the parties' intention and
agreement that unless this Agreement is specifically referenced in said
Employment Agreement (or any modification thereto), this Agreement (and the
Employer's obligations hereunder) shall stand separate and apart and shall have
no effect upon, nor be affected by, the terms and provisions of said Employment
Agreement.

            2.2. FRINGE BENEFIT. The benefits provided by this Agreement are
granted by the Employer as a fringe benefit to the Executive and are not a part
of any salary reduction plan or any arrangement deferring a bonus or a salary
increase. The Executive has no option to take any current payments or bonus in
lieu of the benefits provided by this Agreement.

      3.    PAYMENTS UPON OR AFTER RETIREMENT.

            3.1. PAYMENTS UPON RETIREMENTS. If the Executive shall remain in the
continuous full-time employment of the Employer for seven years from the date
hereof, the Executive shall be entitled to be paid the Annual Benefit, as
defined above, in equal monthly installments, for a period of seven (7) years
(Eighty Four (84) months), with each installment to be paid on the first day of
each month, beginning with the month following the month in which the Executive
Retires or upon such later date as may be mutually agreed upon by the Executive
and the Employer in advance of said Retirement date, provided that, if such
employment shall continue uninterrupted for eight years or more, Executive shall
be entitled to payment of the Annual Benefit (in equal monthly installments as
provided above) in accordance with the following schedule:

YEARS OF EMPLOYMENT                       NUMBER OF YEARS PAYMENT

Eight but less than nine                  Eight

Nine but less than ten                    Nine

Ten but less than eleven                  Ten

Eleven but less than twelve               Eleven

Twelve but less than thirteen             Twelve

Thirteen but less than fourteen           Thirteen

Fourteen but less that fifteen            Fourteen

Fifteen or more                           Fifteen

      At the Employer's sole and absolute discretion, the Employer may increase
the Annual Benefit as and when the Employer determines the same to be
appropriate in order to reflect a substantial change in the cost of living.
Notwithstanding anything contained herein to the contrary, the Employer shall
have no obligation hereunder to make any such cost-of-living adjustment.


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            3.2. PAYMENTS IN THE EVENT OF DEATH AFTER RETIREMENT. The Employer
agrees that if the Executive Retires, but shall die before receiving all of the
monthly payments to which he is entitled hereunder, the Employer will continue
to make such monthly payments to the Executive's designated beneficiary for the
remaining period. If a valid Beneficiary Designation is not in effect, then the
remaining amounts due to the Executive under the term of this Agreement shall be
paid to the Executive's Surviving Spouse. If the Executive leaves no Surviving
Spouse, the remaining amounts due to the Executive under the terms of this
Agreement shall be paid to the duly qualified personal representative, executor
or administrator of the Executive's estate.

      4. PAYMENTS IN THE EVENT DEATH OR DISABILITY OCCURS PRIOR TO RETIREMENT.

            4.1. PAYMENTS IN THE EVENT OF DEATH PRIOR TO RETIREMENT. In the
event the Executive should die while actively employed by the Employer at any
time after the Effective Date of this Agreement, the Employer agrees to pay the
Annual Benefit to the Executive's designated beneficiary, in equal monthly
installments, for that number of years equal to the number of years (not to
exceed fifteen) Executive shall have been employed continuously and full-time by
Employer, provided that, if Executive shall die prior to attaining seven years
of continuous full-time employment, the Annual Benefit shall be paid for a
period of seven years. If a valid Beneficiary Designation is not in effect, then
the remaining amounts due to the Executive under the term of this Agreement
shall be paid to the Executive's Surviving Spouse. If the Executive leaves no
Surviving Spouse, the remaining amounts due to the Executive under the terms of
this Agreement shall be paid to the duly qualified personal representative,
executor or administrator of the Executive's estate. Each installment shall be
paid on the first day of each month, beginning with the month following the
month in which the Executive's death occurs.

            4.2. PAYMENTS IN THE EVENT OF DISABILITY PRIOR TO RETIREMENT. In the
event the Executive becomes Disabled while actively employed by the Employer at
any time after the Effective Date of this Agreement but prior to Retirement, the
Employer agrees to pay the Annual Benefit to the Executive, in equal monthly
installments, for that number of years equal to the number of years (not to
exceed fifteen) Executive shall have been employed full-time by Employer,
provided that, if Executive shall become Disabled prior to attaining seven years
of continuous full-time employment, the Annual Benefit shall be paid for a
period of seven years. The Executive shall be entitled to be paid the Annual
Benefit, as defined above, in equal monthly installments, with each installment
to be paid on the first day of each month, beginning with the month following
the date upon which the Executive is no longer entitled to receive Disability
benefits under the Executive's principal Disability insurance policy and is, at
such time, unable to return to and thereafter fulfill the responsibilities
associated with the employment position held with the Employer prior to becoming
Disabled by reason of such Disability continuing. Notwithstanding the foregoing,
if the Executive chooses to elect the Retirement payout option set forth in
Paragraph 3 hereof, the Executive may waive the payout provisions set forth in
this subparagraph 4.2 and in lieu thereof receive the Annual Benefit which the
Executive would be entitled to receive under the terms of Paragraph 3.

      5. PAYMENTS IN THE EVENT EMPLOYMENT IS TERMINATED PRIOR TO RETIREMENT. As
indicated in Paragraph 2 above, the Employer reserves the right to terminate the
Executive's employment, with or without cause but subject to any written
employment agreement which may then exist, at any time prior to the Executive's
Retirement. In the event that the employment of the Executive shall be
terminated other than by reason of Disability or death, then this Agreement
shall terminate upon the date of such termination of employment; provided,
however, that the Executive shall be entitled to the following benefits as may
be applicable depending upon the circumstances surrounding the Executive's
termination:


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            5.1. TERMINATION WITHOUT CAUSE. If the Executive's employment is
terminated by the Employer without cause, the Executive shall be entitled to be
paid the Annual Benefit, as defined above, in equal monthly installments for
that number of years during which Executive would have been entitled to payment
of the Annual Benefit if Executive had voluntarily Retired as of the date of
such termination, provided that, if Executive's employment shall be terminated
without cause prior to Executive's attainment of seven years of continuous
full-time employment, the Annual Benefit (calculated as if the Applicable
Percentage were 100%) shall be paid for a period of seven years, with each
installment to be paid on the first day of each month, beginning with the month
following the month in which Executive is terminated without cause or upon such
later date as may be mutually agreed upon by the Executive and the Employer in
advance of the effective date of the Executive's termination. For purposes of
this section, it shall constitute a termination without cause if Employer at any
time shall cause an event to occur which reasonably constitutes or results in a
demotion, a significant diminution of responsibilities or authority, or a
constructive termination (by forcing a resignation or otherwise).

            5.2. VOLUNTARY TERMINATION BY THE EXECUTIVE. It is acknowledged and
agreed by the Executive that the purpose of this Agreement is to assure the
Executive's continued employment with the Employer and that if the Executive
voluntarily terminates his employment with the Employer (other than by reason of
death, Disability or Retirement), then the Executive shall have willingly
forfeited any and all rights and benefits he may have under the terms of this
Agreement and that, furthermore, no amounts shall be due or paid to the
Executive by the Employer pursuant to the terms of this Agreement.

            5.3. TERMINATION FOR CAUSE. The Executive agrees that if his
employment with the Employer is terminated "for cause," as defined in
subparagraph 1.13 of this Agreement, he shall forfeit any and all rights and
benefits he may have under the terms of this Agreement and shall have no right
to be paid any of the amounts which would otherwise be due or paid to the
Executive by the Employer pursuant to the terms of this Agreement.

            5.4. TERMINATION BY EMPLOYER ON ACCOUNT OF OR AFTER A CHANGE OF
CONTROL. In the event: (i) the Executive's employment with the Employer is
terminated by the Employer in conjunction with, or by reason of, a "change in
control" (as defined in subparagraph 1.5 above): or (ii) by reason of the
Employer's actions any adverse and material change occurs in the scope of the
Executive's position, responsibilities, duties, salary, benefits, or location of
employment after a "change in control" (as defined in subparagraph 1.5) occurs;
or (iii) the Employer causes an event to occur which reasonably constitutes or
results in a demotion, a significant diminution of responsibilities or
authority, or a constructive termination (by forcing a resignation or otherwise)
of the Executive's employment after a "change in control" (as defined in
subparagraph 1.5) occurs, then the Executive shall be entitled to be paid the
Annual Benefit, as defined above, in equal monthly installments for that number
of years during which Executive would have been entitled to payment of the
Annual Benefit if Executive had voluntarily Retired as of the date of such
termination. If Executive's employment shall be so terminated or such adverse
and material change or such event shall occur prior to Executive's attainment of
seven years of continuous full-time employment, the Annual Benefit shall be paid
for a period of seven years, with each installment to be paid on the first day
of each month, beginning with the month following the month in which the
Executive is terminated or the action referred to above occurs, whichever is
earlier, provided that, if such termination shall occur within three years from
the date hereof, the Annual Benefit shall be calculated as if the Applicable
Percentage were 42.84%. In addition, if Executive's employment shall be so
terminated or such adverse and material change or such event shall occur prior
to one year following the date of any such "change in control," Executive shall
be entitled to receive, calculated at Executive's annual rate of pay immediately
prior to the occurrence of such "change in control," payment for the period
beginning from the date of such

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termination or such adverse and material change or such event through and
including the date which is one year after the date of such "change in control."

      6. TAX TREATMENT OF PAYMENTS. The parties acknowledge and agree that they
have entered into this Agreement based upon certain financial and tax accounting
assumptions with respect to payments or benefits paid or to be paid by the
Employer and received or to be received by the Executive, whether pursuant to
the terms of this Agreement or of any other present or future plan, arrangement
or agreement with the Employer. Accordingly, with full knowledge of the
potential risks and consequences, the parties agree that the amount of the
Annual Benefit, as well as the Employer's obligation to make monthly Annual
Benefit payments when due and payable to the Executive under the terms of this
Agreement, shall not be affected by any provision of federal or state tax law
(including but not limited to laws imposing income or excise tax), whether now
or hereafter in effect, it being the intent of the parties that each of them
shall be responsible to understand and manage their own tax obligations arising
under any present or future provisions of tax law with respect to any payments
made to Executive hereunder. The Employer and Executive specifically recognize
that, in this regard, limitations on income tax deductibility by the Employer of
payments made to Executive hereunder, and excise taxes upon the receipt of such
payments by Executive, may be imposed under Section 280G of the Internal Revenue
Code of 1986, as amended.

      7. RIGHT TO DETERMINE FUNDING METHODS. The Employer reserves the right to
determine, in its sole and absolute discretion, whether, to what extent and by
what method, if any, to provide for the payment of the amounts which may be
payable to the Executive, the Executive's spouse or the Executive's
beneficiaries under the terms of this Agreement. In the event that the Employer
elects to fund this Agreement, in whole or in part, through the use of life
insurance or annuities, or both, the Employer shall determine the ownership and
beneficial interests of any such policy of life insurance or annuity. The
Employer further reserves the right, in its sole and absolute discretion, to
terminate any such policy, and any other device used to fund its obligations
under this Agreement, at any time, in whole or in part. Consistent with
Paragraph 9 below, neither the Executive, the Executive's spouse nor the
Executive's beneficiaries shall have any right, title or interest in or to any
funding source or amount utilized by the Employer pursuant to this Agreement,
and any such funding source or amount shall not constitute security for the
performance of the Employer's obligations pursuant to this Agreement. In
connection with the foregoing, the Executive agrees to execute such documents
and undergo such medical examinations or tests which the Employer may request
and which may be reasonably necessary to facilitate any funding for this
Agreement including, without limitation, the Employer's acquisition of any
policy of insurance or annuity. Furthermore, a refusal by the Executive to
consent to, participate in and undergo any such medical examinations or tests
shall result in the immediate termination of this Agreement and the immediate
forfeiture by the Executive, the Executive's spouse and the Executive's
beneficiaries of any and all rights to payment hereunder.

      8. CLAIMS PROCEDURE. The Employer shall, but only to the extent necessary
to comply with ERISA, be designated as the named fiduciary under this Agreement
and shall have authority to control and manage the operation and administration
of this Agreement. Consistent therewith, the Employer shall make all
determinations as to the rights to benefits under this Agreement. Any decision
by the Employer denying a claim by the Executive, the Executive's spouse, or the
Executive's beneficiary for benefits under this Agreement shall be stated in
writing and delivered or mailed, via registered or certified mail, to the
Executive, the Executive's spouse or the Executive's beneficiary, as the case
may be. Such decision shall set forth the specific reasons for the denial of a
claim. In addition, the Employer shall provide the Executive, the Executive's
spouse or the Executive's beneficiary with a reasonable opportunity for a full
and fair review of the decision denying such claim.


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      9. STATUS AS AN UNSECURED GENERAL CREDITOR. Notwithstanding anything
contained herein to the contrary: (i) neither the Executive, the Executive's
spouse nor the Executive's beneficiary shall have any legal or equitable rights,
interests or claims in or to any specific property or assets of the Employer;
(ii) none of the Employer's assets shall be held in or under any trust for the
benefit of the Executive, the Executive's spouse or the Executive's
beneficiaries or held in any way as security for the fulfillment of the
obligations of the Employer under this Agreement; (iii) all of the Employer's
assets shall be and remain the general unpledged and unrestricted assets of the
Employer; (iv) the Employer's obligation under this Agreement shall be that of
an unfunded and unsecured promise by the Employer to pay money in the future;
and (v) the Executive, the Executive's spouse and the Executive's beneficiaries
shall be unsecured general creditors with respect to any benefits which may be
payable under the terms of this Agreement.

      10. MISCELLANEOUS.

            10.1 OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL. The Executive
acknowledges that he has been afforded the opportunity to consult with
independent counsel of his choosing regarding both the benefits granted to him
under the terms of Agreement and the terms and conditions which may affect the
Executive's right to these benefits. The Executive further acknowledges that he
has read, understands and consents to all of the terms and conditions of this
Agreement, and that he enters into this Agreement with full understanding of its
terms and conditions.

            10.2. ARBITRATION OF DISPUTES. All claims, disputes and other
matters in question arising out of or relating to this Agreement or the breach
or interpretation thereof, other than those matters which are to be determined
by the Employer in its sole and absolute discretion, shall be resolved by
binding arbitration before a representative member, selected by the mutual
agreement of the parties, of the Judicial Arbitration and Mediation Services,
Inc. ("JAMS"), presently located at Two Embarcadero Center, Suite 1100, in San
Francisco, California. In the event JAMS is unable or unwilling to conduct the
arbitration provided for under the terms of this Paragraph, or has discontinued
its business, the parties agree that a representative member, selected by the
mutual agreement of the parties, of the American Arbitration Association
("AAA"), presently located at 225 Bush Street, 18th Floor, in San Francisco,
California, shall conduct the binding arbitration referred to in this Paragraph.
Notice of the demand for arbitration shall be filed in writing with the other
party to this Agreement and with JAMS (or AAA, if necessary). In no event shall
the demand for arbitration be made after the date when institution of legal or
equitable proceedings based on such claim, dispute or other matter in question
would be barred by the applicable statute of limitations. The arbitration shall
be subject to such rules of procedure used or established by JAMS, or if there
are none, the rules of procedure used or established by AAA. Any award rendered
by JAMS or AAA shall be final and binding upon the parties, and as applicable,
their respective heirs, beneficiaries, legal representatives, agents, successors
and assigns, and may be entered in any court having Jurisdiction thereof. The
obligation of the parties to arbitrate pursuant to this clause shall be
specifically enforceable in accordance with, and shall be conducted consistently
with, the provisions of Title 9 of Part 3 of the California Code of Civil
Procedure. Any arbitration hereunder shall be conducted in Red Bluff,
California, unless otherwise agreed to by the parties.

            10.3. ATTORNEYS' FEES. In the event of any arbitration or litigation
concerning any controversy, claim or dispute between the parties hereto, arising
out of or relating to this Agreement or the breach hereof, or the interpretation
hereof, the prevailing party shall be entitled to recover from the losing party
reasonable expenses, attorneys' fees and costs incurred in connection therewith
or in the enforcement or collection of any judgment or award rendered therein.
The "prevailing party" means the party determined by the arbitrator(s) or court,
as the case may be, to have most nearly prevailed, even if such party did not
prevail in all matters, not necessarily the one in whose favor a judgment is
rendered.


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            10.4 NOTICE. Any notice required or permitted of either the
Executive or the Employer under this Agreement shall be deemed to have been duly
given, if by personal delivery, upon the date received by the party or its
authorized representative; if by facsimile, upon transmission to a telephone
number previously provided by the party to whom the facsimile is transmitted as
reflected in the records of the party transmitting the facsimile and upon
reasonable confirmation of such transmission; and if by mail, on the third day
after mailing via U.S. first class mail, registered or certified, postage
prepaid and return receipt requested, and addressed to the party at the address
given below for the receipt of notices, or such changed address as may be
requested in writing by a party.

      If to the Employer:                       Tehama Bank
                                                239 South Main Street
                                                Red Bluff, California 96080-0890

                                                Attn: Chairman of the Board

      If to the Executive:                      Mark Francis
                                                P.O. Box 31145
                                                Chico, California 95927

            10.5. ASSIGNMENT. Neither the Executive, the Executive's spouse, nor
any other beneficiary under this Agreement shall have any power or right to
transfer, assign, anticipate, hypothecate, modify or otherwise encumber any part
or all of the amounts payable hereunder, nor, prior to payment in accordance
with the terms of this Agreement, shall any portion of such amounts be: (i)
subject to seizure by any creditor of any such beneficiary, by a proceeding at
law or in equity, for the payment of any debts, judgments, alimony or separate
maintenance obligations which may be owed by the Executive, the Executive's
spouse, or any designated beneficiary; or (ii) transferable by operation of law
in the event of bankruptcy, insolvency or otherwise. Any such attempted
assignment or transfer shall be void and shall terminate this Agreement, and the
Employer shall thereupon have no further liability hereunder.

            10.6. BINDING EFFECT/MERGER OR REORGANIZATION. This Agreement shall
be binding upon and inure to the benefit of the Executive and the Employer and,
as applicable, their respective heirs, beneficiaries, legal representatives,
agents, successors and assigns. Accordingly, the Employer shall not merge or
consolidate into or with another corporation, or reorganize or sell
substantially all of its assets to another corporation, firm or person, unless
and until such succeeding or continuing corporation, firm or person agrees to
assume and discharge the obligations of the Employer under this Agreement. Upon
the occurrence of such event, the term "Employer" as used in this Agreement
shall be deemed to refer to such surviving or successor firm, person, entity or
corporation.

            10.7. NONWAIVER. The failure of either party to enforce at any time
or for any period of time any one or more of the terms or conditions of this
Agreement shall not be a waiver of such term(s) or condition(s) or of that
party's right thereafter to enforce each and every term and condition of this
Agreement.

            10.8. PARTIAL INVALIDITY. If any term, provision, covenant, or
condition of this Agreement is determined by an arbitrator or a court, as the
case may be, to be invalid, void, or unenforceable, such determination shall not
render any other term, provision, covenant or condition invalid, void or
unenforceable, and the Agreement shall remain in full force and effect
notwithstanding such partial invalidity.


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            10.9. ENTIRE AGREEMENT. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties with respect to the
subject matter of this Agreement and contains all of the covenants and
agreements between the parties with respect thereto. Each party to this
Agreement acknowledges that no other representations, inducements, promises, or
agreements, oral or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not set forth herein, and that no other
agreement, statement, or promise not contained in this Agreement shall be valid
or binding on either party.

            10.10. MODIFICATIONS. Any modification of this Agreement shall be
effective only if it is in writing and signed by each party or such party's
authorized representative.

            10.11. PARAGRAPH HEADINGS. The paragraph headings used in this
Agreement are included solely for the convenience of the parties and shall not
affect or be used in connection with the interpretation of this Agreement.

            10.12. NO STRICT CONSTRUCTION. The language used in this Agreement
shall be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction will be applied against any
person.

            10.13. GOVERNING LAW. The laws of the State of California, other
than those laws denominated choice of law rules, and, where applicable, the
rules and regulations of (i) the California Department of Financial
Institutions; (ii) the Board of Governors of the Federal Reserve System; (iii)
the Federal Deposit Insurance Corporation; or (iv) any other regulatory agency
or governmental authority having jurisdiction over the Employer, shall govern
the validity, interpretation, construction and effect of this Agreement.

      IN WITNESS WHEREOF, the Employer and the Executive have executed this
Agreement on the date first above-written in the City of Red Bluff, Tehama
County, California.

THE EMPLOYER:                                   THE EXECUTIVE:

TEHAMA BANK,
a California banking corporation


By:   /s/John W. Koeberer                          /s/Mark Francis
     ---------------------------                ---------------------------
      John W. Koeberer, Chairman                      Mark Francis



TEHAMA BANCORP,
a California corporation

By:     /s/John W. Koeberer
     ---------------------------
      John W. Koeberer, Chairman


                                       10
<PAGE>


                                   SCHEDULE A

<TABLE>
<CAPTION>
      NUMBER OF COMPLETE
      YEARS WHICH HAVE ELAPSED                      APPLICABLE PERCENTAGE
      ------------------------                      ---------------------
<S>                                                 <C>
            1 ......................................        14.28%

            2 ......................................        28.56%

            3 ......................................        42.84%

            4 ......................................        57.12%

            5 ......................................        71.40%

            6 ......................................        85.68%

            7 ......................................       100.00%
</TABLE>


                                       11
<PAGE>


Schedule B

                         BENEFICIARY DESIGNATION NOTICE

To the Administrator of the Humboldt Bank Executive Salary Continuation
Agreement:

Pursuant to the provisions of my Executive Salary Continuation Agreement with
Humboldt Bank (successor in interest to Tehama Bank) permitting the designation
of a beneficiary or beneficiaries by a participant, I hereby designate the
following persons and entities as primary and secondary beneficiaries of any
benefit under said Agreement payable by reason of my death:

Primary Beneficiary:

Jolene Francis      2290 Burlingame Dr. Chico, CA 95928      Wife
--------------------------------------------------------------------------------
Name                Address                                  Relationship

Secondary (Contingent) Beneficiary:

Lauren Francis
Kristen Francis     2290 Burlingame Dr. Chico, CA 95928     Children
--------------------------------------------------------------------------------
Name                Address                                 Relationship

THE RIGHT TO REVOKE OR CHANGE ANY BENEFICIARY DESIGNATION IS HEREBY RESERVED.
ALL PRIOR DESIGNATIONS, IF ANY, OF PRIMARY BENEFICIARIES AND SECONDARY
BENEFICIARIES ARE HEREBY REVOKED.

The Administrator shall pay all sums payable under the Agreement by reason of my
death to the Primary Beneficiary, if he or she survives me, and if no Primary
Beneficiary shall survive me, then to the Secondary Beneficiary, and if no named
beneficiary survives me, then the Administrator shall pay all amounts in
accordance with the terms of my Executive Salary Continuation Agreement. In the
event that a named beneficiary survives me and dies prior to receiving the
entire benefit payable under said Agreement, then and in that event, the
remaining unpaid benefit payable according to the terms of the Agreement, shall
be payable to the personal representatives of the estate of said deceased
beneficiary, who survives me, but dies prior to receiving the total benefit

OFFICER:  /s/Mark Francis
        ------------------------------
Dated:  12/31/02
      --------------------------


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