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                                                                   EXHIBIT 10.10

                            INDEMNIFICATION AGREEMENT

      This Indemnification Agreement ("Agreement"), dated as of June 16, 2004,
is between Valley Bancorp, a Nevada corporation ("Bancorp"), and
____________________________ ("Indemnitee").

                                    RECITALS

A.    Indemnitee is a director of Bancorp and its wholly owned subsidiary,
      Valley Bank, a Nevada state-chartered bank (the "Bank"), and performs
      valuable services for Bancorp and the Bank.

B.    Bancorp's Articles of Incorporation ("Articles") and Bylaws set forth
      substantive provisions governing the indemnification of officers and
      directors of Bancorp and its related corporations.

C.    Bancorp has purchased and maintains a policy or policies of Directors and
      Officers Liability Insurance ("D&O Insurance"), covering certain
      liabilities that may be incurred by its directors and officers in the
      performance of their duties.

D.    In order to provide certainty regarding Indemnitee's indemnification
      rights for all parties involved, and to induce Indemnitee to continue
      serving as a director of Bancorp and the Bank, Bancorp desires to enter
      this contract with Indemnitee.

      Therefore, in consideration of Indemnitee's continued service as a
director, the parties agree as follows:

                                    AGREEMENT

1.    INDEMNITY. Bancorp agrees to hold harmless and indemnify Indemnitee:

      (a)   to the fullest extent not prohibited under the Articles and Bylaws,
            as in effect as of the date of this Agreement, and federal and state
            law applicable to Bancorp and the Bank (collectively, "Applicable
            Law"), as may be amended from time to time; and

      (b)   against any and all expenses (including, without limitation,
            attorneys' fees and expenses and any expenses of establishing a
            right to indemnification), witness fees, judgments, fines, ERISA
            excise taxes, and amounts paid in settlement actually and reasonably
            incurred by Indemnitee in connection with any threatened, pending or
            completed action, suit or proceeding, whether civil, criminal,
            administrative or investigative (including an action by or in the
            right of Bancorp or the Bank) to which Indemnitee is, was or at any
            time becomes a party, or is threatened to be made a party, by reason
            of the fact that Indemnitee is or was a director of Bancorp.

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2.    LIMITATIONS ON INDEMNITY. No indemnity under Section 1 will be paid by
      Bancorp:

      (a)   for expenses or liabilities paid to the Indemnitee under any D&O
            Insurance;

      (b)   on account of any action, suit or proceeding brought by or on behalf
            of Bancorp or the Bank in which judgment is rendered holding the
            Indemnitee liable to Bancorp or the Bank;

      (c)   on account of Indemnitee's conduct which is the subject of an
            action, suit or proceeding described in Section 6.3(ii);

      (d)   on account of any action, claim or proceeding (other than a
            proceeding referred to in Section 7.2) initiated by the Indemnitee
            unless such action, claim or proceeding is specifically authorized
            by Bancorp's board of directors;

      (e)   on account of any action, claim or proceeding referred to in Section
            7.2 which action is finally adjudged to be frivolous or made not in
            good faith;

      (f)   if a final decision by a court having jurisdiction in the matter
            determines that such indemnification is not lawful; or

      (g)   if Bancorp's Articles and Bylaws, as in effect as of the date of
            this Agreement, or Applicable Law, as may be amended from time to
            time, prohibit or limit indemnification under the facts and
            circumstances of the specific action, claim or proceeding.

3.    MUTUAL ACKNOWLEDGMENT. Bancorp and Indemnitee acknowledge that, in certain
      instances, federal law or public policy may override applicable state law
      and prohibit Bancorp from indemnifying its directors and officers. For
      example, Bancorp and Indemnitee acknowledge that the Securities and
      Exchange Commission takes the position that indemnification is not
      permitted for liabilities arising under certain federal securities laws,
      and federal legislation prohibits indemnification for certain ERISA and
      federal banking law violations.

4.    CONTINUATION OF OBLIGATIONS. Under this Agreement, Bancorp is obligated to
      Indemnitee for any period during which Indemnitee is or was a director of
      Bancorp or the Bank. Furthermore, this obligation will continue after
      Indemnitee's service as a director terminates and for so long as
      Indemnitee may be subject to any possible claim or threatened, pending or
      completed action, suit or proceeding, whether civil, criminal or
      investigative, by reason of the fact that Indemnitee was a director of
      Bancorp or the Bank.

5.    NOTIFICATION AND DEFENSE OF CLAIM.

      5.1   Assumption of Defense by Bancorp. Within 30 days after Indemnitee
            receives any notice of the commencement of any action, suit, or
            proceeding with respect to which action may be made against Bancorp
            under this Agreement, Indemnitee

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            will notify Bancorp of the same. With respect to any action, suit or
            proceeding of which Indemnitee timely notifies Bancorp:

      (a)   Bancorp is entitled to participate at its own expense;

      (b)   Bancorp shall retain counsel of its choice for Indemnitee reasonably
            satisfactory to Indemnitee, subject to the requirements of Bancorp's
            D&O Insurance;

      (c)   except as otherwise provided below, Bancorp (jointly with any other
            indemnifying party similarly notified) is entitled to assume the
            defense of the action with counsel reasonably satisfactory to
            Indemnitee; and

      (d)   Bancorp is not liable to indemnify Indemnitee under this Agreement
            for any amounts paid in settlement of any action or claim that is
            effected without its written consent.

      5.2   Expenses of Counsel. After notice from Bancorp to Indemnitee of its
            election to assume the defense of the action, Bancorp will not be
            liable to Indemnitee under this Agreement for any legal or other
            expenses subsequently incurred by Indemnitee in connection with the
            defense of such action, other than reasonable costs of investigation
            or as otherwise provided below. Notwithstanding the above,
            Indemnitee may employ his or her own counsel in such action, but the
            fees and expenses of such counsel incurred after notice from Bancorp
            of its assumption of the defense will be at the expense of
            Indemnitee unless: (i) Indemnitee's employment of counsel is
            authorized by Bancorp; (ii) Indemnitee reasonably concludes that
            there may be a conflict of interest between Bancorp and Indemnitee
            in the conduct of the defense of such action; or (iii) Bancorp has
            not employed counsel to assume the defense of such action, in each
            of which cases the fees and expenses of Indemnitee's separate
            counsel will be at the expense of Bancorp so long as such counsel is
            reasonably satisfactory to Bancorp and meets the requirements of
            Bancorp's D&O Insurance. Bancorp is not entitled to assume the
            defense of any action, suit, or proceeding brought by or on behalf
            of Bancorp or as to which Indemnitee has made the conclusion
            provided for in (ii) above, but Indemnitee's selection of counsel
            for such defense must be reasonably satisfactory to Bancorp and meet
            the requirements of Bancorp's D&O Insurance.

      5.3   Settlement. Bancorp may settle any action, but it may not settle any
            action or claim in any manner that would impose any penalty or
            limitation on Indemnitee without Indemnitee's written consent.
            Neither Bancorp nor Indemnitee will unreasonably withhold its
            consent to any proposed settlement.

6.    ADVANCEMENT AND REPAYMENT OF EXPENSES.

      6.1   Advances by Bancorp. If Indemnitee employs his or her own counsel,
            the cost of which is to be indemnified by Bancorp under Section 5,
            then, in accordance with Applicable Law and its Articles and Bylaws,
            Bancorp will advance to Indemnitee any and all reasonable expenses
            (including, without limitation, legal fees and expenses) incurred in
            investigating or defending any such action, suit or

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            proceeding. Provided that the requirements of Applicable Law and the
            Articles and Bylaws with respect to advancing expenses are met,
            Bancorp shall advance such expenses before any final disposition of
            any threatened or pending action, suit or proceeding, whether civil,
            criminal, administrative or investigative and within ten days after
            receiving copies of invoices presented to Indemnitee for such
            expenses.

      6.2   Reimbursement by Indemnitee. Indemnitee will reimburse Bancorp for
            all reasonable expenses paid by Bancorp under Section 6.1 if, and
            only to the extent that, it is ultimately determined by a final
            judicial decision (from which there is no right of appeal) that
            Indemnitee is not entitled to be indemnified by Bancorp for such
            expenses.

      6.3   Exclusions. Bancorp is not required to advance expenses to
            Indemnitee if Indemnitee (i) commences any action, suit or
            proceeding as a plaintiff, unless such advance is specifically
            approved by a majority of Bancorp's board of directors (which
            approval shall not be unreasonably withheld), or (ii) is a party to
            an action, suit or proceeding brought by Bancorp and approved by a
            majority of Bancorp's board, which action alleges in good faith
            willful misappropriation of corporate assets by Indemnitee,
            disclosure of confidential information in violation of Indemnitee's
            fiduciary or contractual obligations to Bancorp, or any other
            willful and deliberate breach in faith of Indemnitee's duty to
            Bancorp, its affiliates, or its shareholders.

7.    ENFORCEMENT.

      7.1   Reliance. Bancorp confirms that it has entered into this Agreement
            to induce Indemnitee to remain as a director of Bancorp and the
            Bank, and acknowledges that Indemnitee is relying upon this
            Agreement in serving in such capacity.

      7.2   Expenses of Enforcement. If Indemnitee successfully brings any
            action to enforce rights or to collect moneys due under this
            Agreement, Bancorp will reimburse Indemnitee for all Indemnitee's
            reasonable fees and expenses in bringing and pursuing such action.

8.    D & O INSURANCE. Bancorp will at all times use its best efforts to
      maintain appropriate D&O Insurance for the benefit of Indemnitee.

9.    PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any provisions of
      this Agreement to indemnification by Bancorp for a portion, but not all,
      of the expenses, witness fees, judgments, fines, ERISA excise taxes, and
      amounts paid in settlement actually incurred by Indemnitee in the
      investigation, defense, appeal or settlement of any proceeding, Bancorp
      shall indemnify Indemnitee only for the portion of such amounts to which
      Indemnitee is entitled.

10.   SUBROGATION. If Bancorp pays Indemnitee under this Agreement, Bancorp will
      be subrogated to the extent of such payment to all of the rights of
      recovery of Indemnitee, who agrees, at Bancorp's expense, to execute such
      documents and take such actions as

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      Bancorp may reasonably request in order to secure such rights and to
      enable Bancorp effectively to bring suit to enforce such rights.

11.   ARBITRATION. Any dispute between Bancorp and Indemnitee, arising out of
      this Agreement, that would not be resolved by the court or agency having
      jurisdiction over the action, suit or proceeding for which Indemnitee has
      given notice to Bancorp under this Agreement, shall be submitted to final
      and binding arbitration in Clark County, Nevada, administered by an
      arbitrator or arbitrators as may be acceptable to both Bancorp and
      Indemnitee. The prevailing party in any such arbitration shall be entitled
      to recover its reasonable attorneys fees, costs and expenses.

12.   MISCELLANEOUS.

      12.1  Non-Exclusivity of Rights. The rights conferred on Indemnitee by
            this Agreement are not exclusive of any other rights which
            Indemnitee may have or hereafter acquire under any statute,
            provision of the Articles or Bylaws, agreement, vote of shareholders
            or directors, or otherwise, both as to action in his or her official
            capacity and as to action in another capacity while holding office.

      12.2  Survival of Rights. The rights conferred on Indemnitee by this
            Agreement continue after Indemnitee ceases to be a director of
            Bancorp or the Bank and will inure to the benefit of Indemnitee's
            heirs, executors, and administrators.

      12.3  Separability. Each provision of this Agreement is a separate and
            distinct agreement independent of others. If any provision is held
            to be invalid or unenforceable for any reason, such invalidity or
            unenforceability will not affect the validity or enforceability of
            the other provisions or the obligation of Bancorp to indemnify the
            Indemnitee to the full extent provided by the Articles, Bylaws or
            Applicable Law.

      12.4  Governing Law and Venue. This Agreement will be governed by and
            construed in accordance with Nevada law, except to the extent that
            federal law may govern certain matters. The parties must bring any
            legal proceeding arising out of this Agreement in Clark County,
            Nevada.

      12.5  Binding Effect. This Agreement is binding upon Indemnitee and upon
            Bancorp and its successors and assigns, and inures to the benefit of
            Indemnitee, his or her heirs, personal representatives, and assigns
            and to the benefit of Bancorp and its successors and assigns.

      12.6  Amendment and Termination. No amendment, modification, termination,
            or cancellation of this Agreement is effective unless in writing
            signed by all parties. No amendment, modification, termination or
            cancellation of the Articles or Bylaws shall prejudice or limit the
            rights of Indemnitee arising under this Agreement for any actions,
            suits or proceedings arising prior to the time of such amendment,
            modification, termination or cancellation.

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      12.7  Counterparts; Facsimile. This Agreement may be executed in one or
            more counterparts, each of which will be deemed an original, but all
            of which taken together will constitute one and the same document.
            Delivery of an executed signature page to this Agreement shall be as
            effective as delivery of a manually signed counterpart.

                             Signatures on Next Page

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Signed as of June 16, 2004:

                                                      VALLEY BANCORP

                                                      __________________________
                                                      By:
                                                      Its:

                                                      INDEMNITEE

                                                      __________________________
                                                      Signature

                                                      __________________________
                                                      Print Name

Accepted and approved this 16th day of June, 2004:

                                                      VALLEY BANK

                                                      __________________________
                                                      By:
                                                      Its:

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