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                                                                    EXHIBIT 10.3

                                   VALLEY BANK

                         NONQUALIFIED STOCK OPTION PLAN

                        [FOR DIRECTORS AND INCORPORATORS]

1.    PURPOSE OF THE PLAN. The purpose of this Plan is (a) to reward certain
      individuals who are neither employees nor directors of the Bank for their
      efforts as organizers of the Bank (the "Incorporators"), and (b) to
      provide additional incentives to directors of Valley Bank, thereby helping
      to attract and retain the best available personnel for positions as
      directors of the Bank and otherwise promoting the success of the business
      activities of the Bank. It is intended that Options issued under this Plan
      will constitute nonqualified stock options.

2.    DEFINITIONS. As used in this Plan, the following definitions apply:

      a.    "Bank" means Valley Bank, a Nevada banking corporation.

      b.    "Board" means the Board of Directors of the Bank.

      c.    "Common Stock" means the Bank's common stock, currently with a par
            value of $1.00 per share.

      d.    "Committee" means the Board or the Committee appointed by the Board
            in accordance with Section 4(a) of this Plan.

      e.    "Continuous Status as a Director" means the absence of any
            interruption or termination of service as a Director.

      f.    "Director" means any person serving as a member of the Board of the
            Bank.

      g.    "Incorporator" has the meaning set forth in Section 1 of this Plan.

      h.    "Option" means a stock option granted under this Plan, which
            constitutes a Nonqualified Stock Option.

      i.    "Optioned Stock" means the Common Stock subject to an Option.

      j.    "Optionee" means a Director who receives an Option.

      k.    "Plan" means this Nonqualified Stock Option Plan.

      l.    "Parent" means any corporation owning at least eighty percent (80%)
            of the total voting power of the issued and outstanding stock of the
            Bank, and eighty percent (80%) of the total value of the issued and
            outstanding stock of the Bank.

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      m.    "Subsidiary" means any bank or other corporation of which not less
            than 50% of the voting shares are held by the Bank or a Subsidiary,
            whether or not such corporation now exists or is hereafter organized
            or acquired by the Bank or a Subsidiary.

3.    STOCK SUBJECT TO OPTIONS.

      a.    Number of Shares Reserved. The maximum number of shares which may be
            optioned and sold under this Plan is 90,000 shares of the Common
            Stock of the Bank (subject to adjustment as provided in subparagraph
            6(i) of this Plan). During the term of this Plan, the Bank will at
            all times reserve and keep available a sufficient number of shares
            of its Common Stock to satisfy the requirements of this Plan.

      b.    Expired Options. If any outstanding Option expires or becomes
            unexercisable for any reason without having been exercised in full,
            the shares of Common Stock allocable to the unexercised portion of
            such Option will again become available for other Options.

4.    ADMINISTRATION OF THE PLAN.

      a.    The Committee. The Board will administer this Plan directly, acting
            as a Committee of the whole, or if the Board elects, by a separate
            Committee appointed by the Board for that purpose and consisting of
            at least three Board members. All references in the Plan to the
            "Committee" refer to this separate Committee, if any is established,
            or if none is then in existence, refer to the Board as a whole. Once
            appointed, any Committee will continue to serve until otherwise
            directed by the Board. From time to time, the Board may increase the
            size of the Committee and appoint additional members, remove members
            (with or without cause), appoint new members in substitution, and
            fill vacancies however caused. The Committee will select one of its
            members as chairman, and will hold meetings at such times and places
            as the chairman or a majority of the Committee may determine.

            Members of the Committee who are either eligible for Options or who
            have been granted Options will be counted for all purposes in
            determining the existence of a quorum at any meeting of the
            Committee and will be eligible to vote on all matters before the
            Committee respecting the granting of Options or administration of
            this Plan.

            At least annually, the Committee must present a written report to
            the Board indicating the Directors and, as applicable,
            Incorporators, to whom Options have been granted since the date of
            the last such report, and in each case the date or dates of Options
            granted, the number of shares optioned, and the Option price per
            share.

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            At all times, the Board has the power to remove all members of the
            Committee and thereafter to directly administer this Plan as a
            Committee of the whole.

      b.    Powers of the Committee. Subject to all provisions and limitations
            of the Plan, the Committee will have the authority and discretion:

            (1)   to determine the Directors and Incorporators to whom Options
                  are to be granted, the times of grant, and the number of
                  shares to be represented by each Option;

            (2)   to determine the Option price for the shares of Common Stock
                  to be issued according to each Option, subject to the
                  provisions of subparagraph 6(b) of this Plan;

            (3)   to determine all other terms and conditions of each Option
                  granted under this Plan (including specifying the dates upon
                  which Options become exercisable), which need not be
                  identical;

            (4)   to modify or amend the terms of any Option previously granted,
                  or to grant substitute Options, subject to the provisions of
                  subparagraphs 6(l) and 6(m) of this Plan;

            (5)   to interpret this Plan;

            (6)   to authorize any person or persons to execute and deliver
                  Option agreements or to take any other actions deemed by the
                  Committee to be necessary or appropriate to effectuate the
                  grant of Options by the Committee;

            (7)   to make all other determinations and take all other actions
                  which the Committee deems necessary or appropriate to
                  administer this Plan in accordance with its terms and
                  conditions.

            All actions of the Committee must be either by (i) a majority vote
            of the members of the full Committee at a meeting of the Committee,
            or (ii) by unanimous written consent of all members of the full
            Committee without a meeting.

            All decisions, determinations and interpretations of the Committee
            will be final and binding on all persons, including all Optionees
            and any other holders or persons interested in any Options, unless
            otherwise expressly determined by a vote of the majority of the
            entire Board. No member of the Committee or of the Board will be
            liable for any action or determination made in good faith with
            respect to the Plan or any Option.

5.    ELIGIBILITY. Options may be granted only to Directors and Incorporators.
      Granting of Options under this Plan will be entirely discretionary with
      the Committee, and the adoption of this Plan will not confer on any
      Director or Incorporator any right to receive

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      any Option or Options under this Plan unless and until said Options are
      granted by the Committee, in its sole discretion. Neither the adoption of
      this Plan nor the granting of any Options under this Plan will confer upon
      any Director or Optionee any right with respect to continuation of status
      as a Director, nor will the same interfere in any way with his right or
      with the right of the shareholders of the Bank or any Subsidiary to
      terminate his status as a Director at any time.

6.    TERMS AND CONDITIONS OF OPTIONS. All Options granted under this Plan must
      be authorized by the Committee, and must be documented in written
      agreements in such form as the Committee will from time to time approve,
      which agreements must comply with and be subject to all of the following
      terms and conditions:

      a.    Number of Shares. Each Option agreement must state the number of
            shares subject to Option. Any number of Options may be granted to a
            single eligible Director at any time and from time to time.
            Incorporators will be granted Options consistent with the policy of
            the Federal Deposit Insurance Corporation.

      b.    Option Price and Consideration. Each option agreement must state the
            option price for the shares of Common Stock to be issued under the
            Option which price must be not less than the greater of the market
            value of the Common Stock or the net book value of the Common Stock
            at the time of grant as is determined by the Committee.

            The Option price is payable either (i) in United States dollars upon
            exercise of the Options, or (ii) if approved by the Board or
            Committee, other consideration including without limitation Common
            Stock of the Bank, services, or other property.

      c.    Term of Option. Subject to other applicable provisions of this Plan
            including but not limited to Section 6(e) in this paragraph, the
            term of each Option will be determined by the Committee in its
            discretion.

      d.    Manner of Exercise; Rights as Shareholder. An Option will be deemed
            to be exercised when written notice of exercise has been given to
            the Bank in accordance with the terms of the Option by the person
            entitled to exercise the Option, together with full payment for the
            shares of Common Stock subject to said notice.

      e.    Death of Optionee. In the event of the death of an Optionee who was
            an Incorporator or an Optionee who at the time of his death was a
            Director and who had been in Continuous Status as a Director since
            the date of grant of the Option, the Option will terminate on the
            earlier of (i) one year after the date of death of the Optionee, or
            (ii) the expiration date otherwise provided in the Option agreement,
            except that if the expiration date should occur during the 180-day
            period immediately following the Optionee's death, such Option will
            terminate at the end of such 180-day period. The Option will be
            exercisable at any time prior to such

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            termination by the Optionee's estate, or by such person or persons
            (including a trustee or successor trustee of a revocable living
            trust) who have acquired the right to exercise the Option by bequest
            or by inheritance or by reason of the death of the Optionee.

      f.    Disability of Optionee. If an Optionee's status as a Director is
            terminated at any time during the Option period by reason of a
            disability (within the meaning of Section 22(e)(3) of the Internal
            Revenue Code) and if said Optionee had been in Continuous Status as
            a Director at all times between the date of grant of the Option and
            the termination of his status as a Director, his Option will
            terminate on the earlier of (i) one year after the date of
            termination of his status as a Director, or (ii) the expiration date
            otherwise provided in his Option agreement.

      g.    Termination of Status as a Director.

            (1)   If an Optionee's status as a Director is terminated at any
                  time after the grant of his Option for any reason other than
                  death or disability, as provided in subparagraphs (e) and (f)
                  above, and excepting if the Director is removed for cause, as
                  provided in (2) below, his Option will terminate on the
                  earlier of (i) the same day of the sixth month after the date
                  of termination of his status as a Director, or (ii) the
                  expiration date otherwise provided in his Option agreement.

            (2)   If an Optionee is removed as a Director for cause at any time
                  after the grant of his Option, then his Option will terminate
                  on the date of termination of his status as a Director. For
                  this purpose, cause will be deemed to exist only if the Board
                  has reasonable grounds to believe that the Bank has suffered
                  or will suffer substantial injury as a result of the gross
                  negligence or dishonesty of the Director whose removal is
                  proposed.

      h.    Non-transferability of Options. No Option granted under this Plan
            may be sold, pledged, assigned, hypothecated, transferred, or
            disposed of in any manner other than by will or by the laws of
            descent or distribution and may be exercised, during the lifetime of
            the Optionee, only by the Optionee.

      i.    Adjustments Upon Changes in Capitalization. Subject to any required
            action by the shareholders of the Bank, the number of shares of
            Common Stock covered by each outstanding Option, the number of
            shares of Common Stock available for grant of additional Options,
            and the price per share of Common Stock specified in each
            outstanding Option, will be proportionately adjusted for any
            increase or decrease in the number of issued shares of Common Stock
            resulting from any stock split or other subdivision or consolidation
            of shares, the payment of any stock dividend (but only on the Common
            Stock) or any other increase or decrease in the number of such
            shares of Common Stock effected without receipt of consideration by
            the Bank; provided, however, that conversion of any convertible
            securities of the Bank will not be deemed to have been "effected
            without receipt

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            of consideration." Such adjustment will be made by the Committee,
            whose determination in that respect will be final, binding and
            conclusive.

            Except as otherwise expressly provided in this subparagraph 6(i), no
            Optionee will have any rights by reason of any stock split or the
            payment of any stock dividend or any other increase or decrease in
            the number of shares of Common Stock. Except as otherwise expressly
            provided in this subparagraph 6(i), any issue by the Bank of shares
            of stock of any class, or securities convertible into shares of
            stock of any class, will not affect the number of shares or price of
            Common Stock subject to any Options and no adjustments in Options
            will be made by reason thereof. The grant of an Option under this
            Plan will not affect in any way the right or power of the Bank to
            make adjustments, reclassifications, reorganizations or changes of
            its capital or business structure.

      j.    Date of Grant of Option. The date of grant of an Option will, for
            all purposes, be the date on which the Committee makes the
            determination granting such Option. Said date of grant will be
            specified in the Option agreement.

      k.    Conditions Upon Issuance of Shares. Shares of Common Stock will not
            be issued with respect to an Option granted under this Plan unless
            the exercise of such Option and the issuance and delivery of such
            shares pursuant thereto will comply with all applicable provisions
            of law, including applicable federal and state securities laws.

            As a condition to the exercise of an Option, the Bank may require
            the person exercising such Option to represent and warrant at the
            time of exercise that the shares of Common Stock are being purchased
            only for investment and without any present intention to sell or
            distribute such Common Stock if, in the opinion of counsel for the
            Bank, such a representation is required by any of the aforementioned
            relevant provisions of law.

      l.    Merger, Sale of Assets, Etc. In the event of the merger or
            reorganization of the Bank with or into any other corporation, or in
            the event of a proposed dissolution or liquidation of the Bank
            (collectively, "sale transaction"): (1) all outstanding Options that
            are not then fully exercisable will become exercisable upon the date
            of closing of any sale transaction or such earlier date as the
            Committee may fix; and (2) the Committee may, in the exercise of its
            sole discretion, terminate all outstanding Options as of a date
            fixed by the Committee. In such event, however, the Committee must
            notify each Optionee of such action in writing not less than sixty
            (60) days prior to the termination date fixed by the Committee, and
            each Optionee must have the right to exercise his Option prior to
            said termination date.

      m.    Substitute Stock Options. In connection with an internal
            reorganization of the Bank (e.g., formation of a holding company),
            the Committee is authorized, in its discretion, to substitute for
            any unexercised Option, a new option for shares of the resulting
            entity's stock.

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      n.    Tax Compliance. The Bank, in its sole discretion, may take actions
            reasonably believed by it to be required to comply with any local,
            state, or federal tax laws relating to the reporting or withholding
            of taxes attributable to the grant or exercise of any Option or the
            disposition of any shares of Common Stock issued upon exercise of an
            Option, including, but not limited to (i) withholding from any
            Optionee exercising an Option a number of shares of Common Stock
            having a fair market value equal to the amount required to be
            withheld by the Bank under applicable tax laws, and (ii) withholding
            from any form of compensation or other amount due an Optionee or
            holder of shares of Common Stock issued upon exercise of an Option
            any amount required to be withheld by Bank under applicable tax
            laws. Withholding or reporting will be considered required for
            purposes of this subparagraph if the Committee, in its sole
            discretion, so determines.

      o.    Federally Mandated Exercise of Options. If the Employer's primary
            federal regulator determines that the Employer's capital falls below
            the regulator's minimum capital requirements and notifies the
            Employer in writing to require the exercise or forfeiture of all
            vested Options, the Employer will so notify each Optionee
            immediately in writing. Upon receipt of such written notice from the
            Employer, Optionees must exercise their vested Options within 90
            days. Failure to exercise Options under this subsection (o) will
            result in the Optionee's forfeiture of his or her vested Options.

      p.    Other Provisions. Option agreements executed under this Plan may
            contain such other provisions as the Committee will deem advisable.

7.    TERM OF THE PLAN. This Plan will become effective and Options may be
granted upon the Plan's approval by the Board, subject to shareholder approval
and approval by the Commissioner of the Nevada Department of Business &
Industry, Financial Institutions Division. Unless sooner terminated as provided
in subparagraph 7(a) of this Plan, this Plan will terminate on the tenth
anniversary of its effective date. Options may be granted at any time after the
effective date and prior to the date of termination of this Plan.

      a.    Amendment or Early Termination of the Plan. The Board may terminate
            this Plan at any time. The Board may amend this Plan at any time and
            from time to time in such respects as the Board may deem advisable,
            except that, without approval of the shareholders, no revision or
            amendment will increase the number of shares of Common Stock subject
            to this Plan other than in connection with an adjustment under
            subparagraph 6(i) of this Plan.

      b.    Effect of Amendment or Termination. No amendment or termination of
            this Plan will affect Options granted prior to such amendment or
            termination, and all such Options will remain in full force and
            effect notwithstanding such amendment or termination.

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8.    REGULATORY AND SHAREHOLDER APPROVAL. Adoption of this Plan will be subject
to approval by the Commissioner of the Nevada Department of Business & Industry,
Financial Institutions Division and by the affirmative vote of shareholders
owning at least a majority of the outstanding common shares of the Bank at a
duly convened meeting.

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                             CERTIFICATE OF ADOPTION

      I certify that the foregoing Nonqualified Stock Option Plan was approved
by the Board of Directors of Valley Bank on December 8, 1999.

      I further certify that the foregoing Nonqualified Stock Option Plan was
approved by the Commissioner of the Nevada Department of Business & Industry,
Financial Institutions Division on December 30, 1999.

      I further certify that the foregoing Nonqualified Stock Option Plan was
approved by the shareholders of Valley Bank on January 26, 2000. The
Nonqualified Stock Option Plan was amended by the shareholders on April 24,
2002.

                                               /s/ BARRY L. HULIN
                                               ---------------------------------
                                               Barry L. Hulin, President and CEO

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