Exhibit 10.37

SEVERANCE AGREEMENT AND RELEASE OF CLAIMS

Larry D. Hartwig (hereinafter "Employee") on the one hand, Feather River State Bank and California Independent Bancorp (collectively hereinafter,
"Employer"), on the other hand, hereby enter into this Severance Agreement and Release of Claims (hereinafter, "Agreement") under the following terms and conditions:

1.Background and Purpose.



2.Effective Date and Severance Date.This Agreement shall become effective on May 8, 2002 ("Effective
Date"). Employee's last day of service to Employer ("Severance Date") shall be May 10, 2002.

3.Consideration.In consideration of the releases and agreements set forth herein Employer agrees to provide
Employee with the following severance benefits:



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Employee
understands and acknowledges that he shall be entitled to no benefits from the Company other than those expressly set forth in this Section 3.

4.Relinquishment of Entitlement to Employment Agreement and Salary Continuation Agreement.Except as otherwise
provided for in this Agreement, Employee relinquishes any rights, or entitlement to payments or other benefits he may have pursuant to the terms of his Employment Agreement, dated July 19, 1999
with Employer, and his Executive Salary Continuation Agreement dated October 27, 1999, with Feather River State Bank.

5.Non-Raiding and Non-Solicitation of Customers.Employee shall not, acting directly or indirectly, solicit,
induce or attempt to induce or encourage any of the employees or consultants of Employer to leave their employment. Employee further agrees that he shall not, acting directly or indirectly, utilize
any confidential information, trade secrets, or customer, borrower or depositor or other information obtained from Employer or while serving as an employee, to solicit, induce or attempt to induce or
encourage any customer, borrower or depositor of Employer to end, modify or terminate its relationship with Employer.

6.Cooperation.Employee agrees to reasonably cooperate with Employer in the future in the event any litigation,
arbitration or other legal or administrative proceeding or investigation is initiated by or against Employer. Said cooperation includes, but is not limited to, making himself available to Employer
and/or the Employer's attorneys to answer questions regarding any loans or other activities of the Employer for which Employee has knowledge, to assist the Employer by making himself available to
testify as a witness at any proceeding or deposition, and to cooperate fully in any investigation the Employer may need to conduct in either prosecuting or defending any litigation involving the
Employer. Employer agrees to reimburse Employee for any reasonable travel, lodging, and meal expenses or lost wages incurred by Employee in assisting Employer.

7.Releases of Liability.



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8.Confidentiality of Employer's Proprietary Information.Employee acknowledges that by reason of his position
with Employer, he has been given access to confidential, proprietary information, trade secrets or materials respecting Employer's business affairs. Such confidential information includes, but is not
limited to, Employer's business strategies, financial results, contractual agreements between Employer and other individuals or entities, strategies and ideas, compilation of information and records
which are owned by Employer and are regularly used in operation of Employer's business, customer lists, borrower or depositor lists, loan information, policy manuals, board of directors or committee
meeting minutes and attachments, procedures, written descriptions, processes, research projects, protocols or other tangible items and documentation, including computer programs or computer software,
reports and marketing information. Employee represents that he has held all such information confidential and will continue to do so. Employee represents and agrees that he shall not disclosed any
such confidential information to any others, or take or use for Employee's own purposes, or the purposes of any others. Employee further represents that all notebook or personal computers provided

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by Employer, files, records, documents, lists policy manuals, board of directors or committee meeting minutes and attachments, equipment, inventions, computer programs, research projects, protocols,
processes and similar items relating to the business of Employer, whether prepared by Employee or otherwise coming into Employee's possession, shall remain the exclusive property of Employer and shall
not be removed from the premises of Employer. Employee further represents that he does not have in his possession any of the confidential information described in this paragraph and has returned all
such confidential information to Employer. Employee agrees that these restrictions shall also apply to (i) confidential information belonging to third parties in the Employer's possession and
(ii) confidential information conceived, originated, discovered or developed by Employee during the term of his employment.

9.Resolution of Disputes.Any disputes regarding the rights or obligations of the parties under this Agreement
shall be conclusively determined by binding arbitration. The arbitration shall be conducted as follows:



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DAO
and KRW.

INITIALS
OF EMPLOYEE: LH

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10.Waiver of Jury Trial.EMPLOYER AND EMPLOYEE EACH HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES
ANY
RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR FUTURE MODIFICATION HEREOF OR
(b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM THEM RESPECT TO THIS AGREEMENT (AS NOW OR HEREAFTER MODIFIED) OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR ANY COURSE OR CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), IN EACH CASE WHETHER SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF ANY RIGHT THEY MIGHT OTHERWISE HAVE TO TRIAL BY JURY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR EMPLOYER AND EMPLOYEE TO ENTER INTO
THIS AGREEMENT.

11.Confidentiality of Terms of Agreement.In further consideration for the rights and benefits provided by this
Agreement, Employee agrees that all terms and conditions of this Agreement shall forever remain confidential and shall not be disclosed to third parties, except as required by law. Notwithstanding
this confidentiality provision, the Employee may disclose the terms and conditions of this Agreement to their attorneys or accountants for tax reporting purposes or as they may be compelled pursuant
to legal process issued by a court of competent jurisdiction. Notwithstanding this confidentiality provision, Employer may disclose the terms and conditions of this Agreement, as it deems necessary in
its own discretion.

12.Entire Agreement.This document constitutes the entire agreement between the parties, all oral agreements
being merged herein, and supersedes all prior representations and agreements. There are no representations, agreements, arrangements, or undertakings, oral or written, between or among the parties
relating to the subject matter of this Agreement that are not fully expressed herein.

13.Waiver.Any of the terms or conditions of this Agreement may be waived at any time by the party entitled to
the benefit thereof, but no such waiver shall affect or impair the right of the waiving party
to require observance, performance or satisfaction either of that term or condition as it applies on a subsequent occasion or of any other term or condition hereof.

14.Amendment.The provisions of this Agreement may be modified or amended at any time by agreement of the
parties. Any such amendment or modification as hereinafter may be made, shall be ineffective to modify this Agreement in any respect unless in writing and signed by the party or parties against whom
enforcement of the modification or amendment is sought.

15.Representation by Counsel.This Agreement has been carefully read by the parties and the contents hereof are
known and understood by all parties. The parties have each received independent legal advice from attorneys of their choice with respect to the preparation, review and advisability of executing this
Agreement. Prior to the execution of this Agreement by each party, the parties' attorneys reviewed the Agreement, and the parties acknowledge that they have executed this Agreement after independent
investigation and without fraud, duress or undue influence.

16.No Admissions.The purpose of this Agreement is to settle claims that are denied and are contested. The
parties enter into this Agreement with the costs and risks of litigating and appealing the

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Action in mind. Nothing contained in this Agreement shall be deemed as an admission of any kind by Employer or Employee.

17.Severability.If any provision of this Agreement is adjudicated by a court of competent jurisdiction to be
invalid or enforceable, the remainder of the Agreement which can be given full force and effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or
invalidated.

18.Attorneys' Fees; Prejudgment Interest.If the services of an attorney are required by any party to secure
the performance of this Agreement or otherwise upon the breach or default of another party to this Agreement, or if any judicial remedy or arbitration is necessary to enforce or interpret any
provision of this Agreement or the rights and duties of any person in relation thereto, the prevailing party shall be entitled to reasonable attorneys' fees, costs and other expenses, in addition to
any other relief to which such party may be entitled. Any award of damages following judicial remedy or arbitration as a result of the breach of this Agreement or any of its provisions shall include
an award of prejudgment interest from the date of the breach at the maximum amount of interest allowed by law.

19.Succession.Subject to the provisions otherwise contained in this Agreement, this Agreement shall inure to
the benefit of, and be binding upon, the successors and assigns of each of the respective parties hereto.

20.Governing Law and Consent to Jurisdiction.The rights and obligations of the parties, and the interpretation
and performance of this Agreement, shall be governed by the laws of the State of California, excluding its conflict of law rules. To the maximum extent permitted by law, the parties agree that all
actions or proceedings arising in connection with this Agreement shall be tried and determined in the Superior court of the State of California, in and for the County of Sutter.

21.Notices.Any notice under this Agreement shall be in writing, and any written notice or other document shall
be deemed to have been duly given (i) on the date of personal service on the parties, (ii) on the third business day after mailing, if the document is mailed by registered or
certified mail, (iii) one day after being sent by professional or overnight courier or messenger service guaranteeing one-day delivery, with receipt confirmed by the courier, or
(iv) on the date of transmission if sent by telegram, telex, telecopy or other means of electronic transmission resulting in written copies, with receipt confirmed. Failure to give notice
in accordance with any of the foregoing methods shall not defeat the effectiveness of notice actually received by the addressee.

22.Captions.All paragraph captions are for reference only and should not be considered in construing this
Agreement.

23.Non-assignability.This Agreement shall not be assigned by any party without the prior written consent of
the other parties. Any assignment contrary to the provisions of this Agreement shall be deemed a default under the Agreement, allowing the non-defaulting parties to exercise all remedies available
under law.

24.Counterparts.The Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one-in-the-same document.

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25.Banking Regulatory Agencies.The obligations and rights of the parties hereunder are expressly conditioned
upon the approval or non-disapproval of this Agreement, in the event such approvals are required, by those banking regulatory agencies that have jurisdiction over Employer.

|       |  |        |  |                                |  |                
|------ |  | ------ |  | ------------------------------ |  | ---------------
|Dated: |  | 5/8/02 |  | /s/LARRY HARTWIGEMPLOYEE      
|       |  |        |  | CALIFORNIA INDEPENDENT BANCORP
|Dated: |  | 5/8/02 |  | By:                            |  | DAVID A. OFFUTT
|       |  |        |  | Its:                           |  | Chairman       
|       |  |        |  | FEATHER RIVER STATE BANK      
|Dated: |  | 5/8/02 |  | By:                            |  | DAVID A. OFFUTT
|       |  |        |  | Its:                           |  | Chairman       

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