Exhibit 99.4

BUTTE COMMUNITY BANK  DIRECTOR EMERITUS PLAN

1.    Purpose

The purpose of the Butte Community Bank Director Emeritus Plan (the "Plan") is to strengthen Butte Community Bank (the "Bank") and to secure the ongoing services
of those Directors of the Bank who have served for many years as Directors and who cease acting as elected Directors of the Bank, but are willing to substantially contribute their experience and
wisdom to the Bank as Director Emeritus. The Plan seeks to accomplish this purpose and achieve this result by providing future compensation for those Directors of the Bank who become a Director
Emeritus and who provide service to the Bank in accordance with the Plan.

2.    Administration

The Plan shall be administered by the Board of Directors (the "Board"). The Board, in its sole discretion, may from time to time appoint a Director Emeritus
Committee of the Board to administer the Plan and exercise all of the powers, authorities and discretion of the Board under the Plan. Any action of the Board, or of a Director Emeritus Committee, if
applicable, with respect to the administration of the Plan shall be taken pursuant to a majority vote or the unanimous written consent of its members. Subject to the express provisions of the Plan,
the Board, or the Director Emeritus Committee, if applicable, shall have the authority to construe and interpret the Plan; define the terms used herein; prescribe, amend and rescind the rules and
regulations relating to the administration of the Plan and make all other determinations necessary or advisable for administration of the Plan. All decisions, determinations, interpretations or other
actions by the Board, or Director Emeritus Committee if applicable, shall be final, conclusive and binding or all persons, inclusive of Director Emeritus.

3.    Eligibility

Outside Directors of the Bank who have satisfactorily served ten or more consecutive years as an outside Director and any outside Directors who have
satisfactorily served five or more consecutive years as an outside Director and immediately prior thereto served five or more consecutive years as an inside Director, shall qualify and be entitled to
participate under the Plan. Director Emeritus status is obtained by those outside Directors who qualify under this Plan immediately upon retirement of their directorship with the Bank, provided such
outside Director has provided written notice of the election of Director Emeritus status no later than thirty (30) days prior to retirement as an outside Director.

4.    Effective Date of the Plan

The Plan shall be adopted by the Board as of March 20, 2001 and shall be effective on March 20, 2001.

5.    Termination of the Plan

Unless previously terminated by the Board, the Plan shall terminate at the close of business on January 1, 2005; provided, however, that the Board may
extend the date of termination of the Plan for additional years. No Director shall be entitled to become a Director Emeritus after such date; however, those individuals who are Director Emeritus at
that date shall not be effected by the termination of the Plan.

6.    Term of Service

For a Director who qualifies for Director Emeritus and becomes a Director Emeritus pursuant to the Plan, the term of Director Emeritus status shall be for a,
period of five years from the date of

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retirement as an outside Director of the Bank, provided they meet all of the requirements under the Plan. Director Emeritus status can terminate upon any of the following events:



7.    Required Service

To qualify for the remuneration described in this Plan, a Director Emeritus must perform the following services during the term as Director Emeritus:



The
Board or the Director Emeritus Committee, if applicable, may waive any of the individual service requirements set forth above on a case-by-case basis.

The
Board shall evaluate the performance of each Director Emeritus on an annual basis to determine if each Director Emeritus has fulfilled the service requirements of the Plan. Such
evaluation shall be conducted in conjunction with the nomination of candidates for the position of Director of the Bank.

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8.    Remuneration

A Director Emeritus shall receive, for a period not to exceed five consecutive years, a monthly sum equal to a percent of the base Director fee they were
receiving for serving as a Director at the time they became a Director Emeritus. This percentage shall be on a sliding scale as follows:

Time Period

Percentage1st year

90
%2nd year

80
%3rd year

60
%4th year

50
%5th year

40
%


The
Board may suspend such remuneration for any Director Emeritus the year after the Bank had a net operating loss.

9.    Additional Remuneration

During the term of Director Emeritus, a Director Emeritus can participate in existing stock options that were granted to the Director Emeritus.

10.  Merger or Acquisition

In the event of any merger, consolidation or acquisition where the Bank is not the surviving entity or resulting corporation, or upon transfer of all or
substantially all of the assets of the Bank (any of these events shall be referred to as an "Acquisition"), this Agreement shall continue and be in full force and effect with the exception that the
Director Emeritus will not be required to perform the services set forth in Section 7, paragraphs A through F. In the event of an Acquisition and upon election by the resulting
corporation, the resulting corporation shall pay the Director Emeritus a lump sum amount in cash equal to 50% of the remaining benefits due such Director Emeritus under the Plan. Such lump sum payment
shall be made within ten days of the Effective Date of the Acquisition. The lump sum payment shall be considered to be full and complete satisfaction of any and all rights, which Director Emeritus may
enjoy under the Plan.

11.  Governing Law

The Plan shall be governed by the laws of the State of California.

Approved bythe Board of Directors: March 20, 2001.

Effective:
March 20, 2001

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