**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20006**

 

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**FORM 10-K/A**

 

**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)**

**OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year ended December 31, 2002**

 

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| **COMMUNITY VALLEY BANCORP**                             |
|----------------------------------------------------------|
| (Exact name of registrant as  specified in its charter)  |
|                                                     |   |   |
| **California**                                           |   | **68-0479553** |
| State of incorporation                                   |   | I.R.S. Employer Identification Number |
|                                                     |   |   |
| **2041 Forest Avenue  Chico, California**                |   | **95928** |
| Address of principal executive  offices                  |   | Zip Code |
|                                                     |   |   |
| **(530) 899-2344**                                       |
| Registrant’s telephone number,  including area code |

 

Securitiesregistered pursuant to Section 12(b) of the Act:  **None**

 

Securitiesregistered pursuant to Section 12(g) of the Act:  **Common Stock, No Par Value**

 

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Indicateby check mark whether the Registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.  Yes  ý   No  o

 

Checkif disclosure of delinquent filers pursuant to Item 405 of Regulation S-K isnot contained herein, and will not be contained, to the best of Registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this form 10-K.

ý

 

Indicateby check mark whether the registrant is an accelerated filer (as defined inRule 12b-2 of the Act).  Yes  o   No  ý

 

Asof February 19, 2003, the aggregate market value of the voting stock held bynon-affiliates of the Registrant was approximately $18.5 million, based on thesales price reported to the Registrant on that date of $20.25 per share.

 

Sharesof Common Stock held by each officer and director and each person owning morethan five percent of the outstanding Common Stock have been excluded in thatsuch persons may be deemed to be affiliates. This determination of the affiliate status is not necessarily aconclusive determination for other purposes. The number of shares of CommonStock of the registrant outstanding as of February 19, 2003 was 2,692,028.

 

 

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**EXPLANATORY NOTE:**

 

Part III.

Item 10. Directors and Executive Officers of the Registrant

Item 11. Executive Compensation

Item 12. Beneficial Ownership of Securities

Item 13. Certain Relationships and Related Transactions

Signatures

Certificationof President and Chief Executive Officer

Certification ofExecutive Vice President and Chief Financial Officer

 

99.2                           Certificationpursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of theSarbanes-Oxley Act of 2002

 

**EXPLANATORYNOTE:**

 

This Form 10-K/A of Community ValleyBancorp amends the annual Report on Form 10-K of the registrant for theregistrant’s fiscal year ended December 31, 2002.  Specifically, this Form 10-K/A adds Item 10. Directors andExecutive Officers of the Registrant, Item 11. Executive Compensation, Item 12. Beneficial Ownership of Securities, and Item 13.  Certain Relationships and RelatedTransactions

 

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**PART III**

 

**Item 10.**** Directors andExecutive Officers of the Registrant**

 

Thefollowing table sets forth, as of March 1, 2003, the names of, and certaininformation regarding, the directors of Community Valley Bancorp.

 
| **Name and Title********Other than  Director** |   | **Age** |   | **Year First********Appointed  Director** |   | **Principal Occupation  During the********Past Five  Years**                                                                            |   |
|------------------------------------------------|--------|---------|--------|-------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                           |   |    |   |                                      |   |                                                                                                                                    |   |
| M.  Robert Ching, M.D.                         |   | 57      |   | 2002                                      |   | Orthopedic  surgeon.                                                                                                                    |   |
|                                           |   |    |   |                                      |   |                                                                                                                                    |   |
| Eugene  B. Even                                |   | 75      |   | 2002                                      |   | Retired.                                                                                                                                |   |
|                                           |   |    |   |                                      |   |                                                                                                                                    |   |
| John  D. Lanam                                 |   | 68      |   | 2002                                      |   | Retired.  Former attorney and senior partner of  McKernan, Lanam, Bakke, Benson & Bodney, a law firm.                          |   |
|                                           |   |    |   |                                      |   |                                                                                                                                    |   |
| Donald  W. Leforce  Chairman of the Board      |   | 55      |   | 2002                                      |   | President  and former Secretary/Treasurer of Compass Equipment, Inc., a mining and heavy  equipment manufacturing corporation.          |   |
|                                           |   |    |   |                                      |   |                                                                                                                                    |   |
| Ellis  L. Matthews                             |   | 68      |   | 2002                                      |   | Retired.  Former certified public accountant and  senior partner of Matthews & Hutton, an accountancy firm.                    |   |
|                                           |   |    |   |                                      |   |                                                                                                                                    |   |
| Robert  L. Morgan, M.D.                        |   | 74      |   | 2002                                      |   | Retired.                                                                                                                                |   |
|                                           |   |    |   |                                      |   |                                                                                                                                    |   |
| James  S. RickardsSecretary                    |   | 52      |   | 2002                                      |   | Real  estate broker associated with Century 21 Select since April, 2000.  Former broker associate with Prudential  California      |   |
|                                           |   |    |   |                                      |   |                                                                                                                                    |   |
| Keith  C. RobbinsPresident/CEO                 |   | 61      |   | 2002                                      |   | President  and Chief Executive Officer of the Bank.                                                                                     |   |
|                                           |   |    |   |                                      |   |                                                                                                                                    |   |
| Gary  B. Strauss, M.D.  Vice Chairman          |   | 72      |   | 2002                                      |   | Retired.                                                                                                                                |   |
|                                           |   |    |   |                                      |   |                                                                                                                                    |   |
| Hubert  I. Townshend                           |   | 66      |   | 2002                                      |   | Semi-retired.  Involved in general engineering, contracting  and equipment rental.  Past partner of  S&T Logging Co. Inc. |   |

 

Noneof the directors were selected pursuant to any arrangement or understandingother than with the directors and executive officers(1) of Community ValleyBancorp acting within their capacities as such.  There are no family relationships between any of the directors ofCommunity Valley Bancorp.  No directorof Community Valley Bancorp serves as a director of any company which has aclass of securities registered under, or which is subject to the periodicreporting requirements of, the Securities Exchange Act of 1934, or of anycompany registered as an investment company under the Investment Company Act of1940.

 

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(1)          As used in this statement, the term “executive officer” ofCommunity Valley Bancorp includes the President/Chief Executive Officer and theExecutive Vice President/Chief Financial Officer.

 

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**Compensation of Directors**

 

During2002, directors, other than Mr. Robbins, received a base fee of $525.00 permonth for serving as directors (provided the director attends 75% of themeetings) and received additional fees for chairing meetings and attendingmeetings.  Mr. Robbins also receiveda base fee of $525.00 per month for serving as a director.  Community Valley Bancorp’s Chairman of theBoard also received an additional $300 per month for serving as theChairman.  Any director, other than Mr.Robbins, who chaired a Board of Directors or committee meeting which met duringthe month received an additional $50.00 per month for serving as thechairman.  In addition, directors, otherthan Mr. Robbins, but including the chairman, who attended any Boardmeeting also received an additional $315.00 per Board of Directors meetingattended.  Directors, other than Mr.Robbins, but including the chairman of any committee, who attended anycommittee meeting held at the same gathering as a Board of Director’s meeting(other than one committee meeting held concurrently with the Board meeting) alsoreceived an additional $50.00 per committee meeting attended.  Directors, other than Mr. Robbins, butincluding the chairman of any committee, who attended any other committeemeeting received $210 per committee meeting attended.  In addition, if any Board of Directors or committee meetingextended beyond three hours, directors, other than Mr. Robbins, received anadditional $105.00 per hour for each hour the meeting extended over threehours, subject to a maximum additional $210.00 per meeting.  Directors, other than Mr. Robbins, whotraveled to a Board of Directors or committee meeting held outside the town ofthe director’s residence received an additional $15.00 travel fee per meetingand all other travel in connection with the Board of Director’s or CommunityValley Bancorp’s activities was compensated at $.31 per mile.

 

During2003, directors, other than Mr. Robbins, will receive a base fee of $800.00 permonth for service as directors (provided the director attends 75% of themeetings) and will receive additional fees for chairing meetings and attendingmeetings.  Mr. Robbins will alsoreceive a base fee of $800.00 per month for serving as a director.  Community Valley Bancorp’s Chairman of theBoard will also receive an additional $500 per month for serving as theChairman.  Any director, other than Mr.Robbins, who chairs a Board of Directors or committee meeting which meetsduring the month receives an additional $50.00 per month for serving as thechairman.  In addition, directors, otherthan Mr. Robbins, but including the chairman, who attend any Board meetingalso receive an additional $315.00 per Board of Directors meetingattended.  Directors, other than Mr.Robbins, but including the chairman of any committee, who attend any committeemeeting held at the same gathering as a Board of Director’s meeting (other thanone committee meeting held concurrently with the Board meeting) also receive anadditional $50.00 per committee meeting attended.  Directors, other than Mr. Robbins, but including the chairman ofany committee, who attend any other committee meeting receive $300 percommittee meeting attended.  Inaddition, if any Board of Directors or committee meeting extends beyond threehours, directors, other than Mr. Robbins, receive an additional $105.00 perhour for each hour the meeting extends over three hours, subject to a maximumadditional $210.00 per meeting. Directors, other than Mr. Robbins, who travel to a Board of Directors orcommittee meeting held outside the town of the director’s residence receive anadditional $15.00 travel fee per meeting and all other travel in connectionwith the Board of Director’s or Community Valley Bancorp’s activities iscompensated at $.31 per mile.

 

InMay, 1997, each director of Community Valley Bancorp received a stock optionunder Community Valley Bancorp’s 1997 Stock Option Plan to acquire 9,898 sharesof common stock, post the three 4-for-3 stock splits.  The exercise price for these shares is $6.18 per share, post thethree 4-for-3 stock splits.  The optionsare for a term of ten years expiring in May, 2007 and are 100% vested.  In addition, in May, 2000, each director ofCommunity Valley Bancorp, other than Mr. Robbins, received a stock optionunder Community Valley Bancorp’s 2000 Stock Option Plan to acquire 10,000shares of common stock, post the 4-for-3 stock split.  The exercise price for these shares is $12.56 per share, post the4-for-3 stock split.  The options are fora term of ten years expiring in May, 2010. The vesting of the

 

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directoroptions is 20% of the total option amount per year with the first 20% amounthaving vested in May, 2001.

 

**Director RetirementAgreements**

 

InApril, 1998, each director of Community Valley Bancorp, other than Mr. Robbins,entered into a Director Retirement Agreement which provides for the payment ofa monthly retirement benefit for a period of sixty months based upon anindividualized vesting schedule which takes into account the years of serviceas a director and each director’s individual retirement age.  The agreement also pays in the event of achange in control of Community Valley Bancorp or disability or death of thedirector.  The vesting schedule providesfor a maximum payment of $500 per month.

 

**Director Deferred FeeAgreements**

 

Directorsof Community Valley Bancorp have the option of participating in CommunityValley Bancorp’s Director Deferred Fee Program.  Pursuant to the Director Deferred Fee Program, directors make aninitial deferral election by filing with Community Valley Bancorp a signedelection form which sets forth the amount of the director’s fees to bedeferred.  Community Valley Bancorp thenestablishes a Deferral Account on its books for the director and credits to theDeferral Account the fees deferred by the director and interest on the accountbalance at a rate equal to Community Valley Bancorp’s prime lending rate as ofDecember 31 of the previous year plus one-half percent compounded each December31 and assuming all deferrals have been made as of January 1 of such year.  The Deferral Account is not a trust fund ofany kind and the director is a general unsecured creditor of Community ValleyBancorp for the payment of the benefits. Benefits under the Director Deferred Fee Program are payable upon thedirector’s termination of service.  Theamount of benefit payable is the Deferral Account balance at the date oftermination of service.  This amountshall be paid to the director in 120 monthly installments commencing on thefirst day of the month following the director’s termination of service.  Dr. Ching and Mr. Leforce have each enteredinto Director Deferred Fee Agreements with Community Valley Bancorp.

 

**Director Emeritus Plan**

 

During2001, Community Valley Bancorp also established a Directors Emeritus Plan.  Those directors who have served ten or moreconsecutive years as an outside director and any outside directors who haveserved five or more consecutive years as an outside director and immediatelyprior thereto served five or more years as an inside director, are eligible toparticipate in the Directors Emeritus Plan. Each Director Emeritus will be a five year position or until a DirectorEmeritus shall sell a majority of his or her ownership in Community ValleyBancorp.  Directors Emeritus willreceive a monthly fee equal to a percent of the base director fee they werereceiving for serving as a director at the time they became DirectorEmeritus.  For the first year, theyshall receive 90%, for the second year, they shall receive 80%, for the thirdyear, they shall receive 60%, for the fourth year, they shall receive 50%, andfor the fifth year, they shall receive 40%. In the event of any merger, consolidation of acquisition where CommunityValley Bancorp is not the surviving entity, the Director Emeritus Plan shallremain in full force and effect; provided, however, the resulting corporationmay elect to pay the Director Emeritus a lump sum amount in cash equal to 50%of the remaining benefits due the Director Emeritus.

 

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**Executive Officers**

 

Thefollowing table sets forth information, as of April 1, 2003, concerningexecutive officers of Community Valley Bancorp:

 
| **Name**          |   | **Age** |   | **Position and  Principal Occupation  For the Past Five Years**                    |
|-------------------|--------|---------|--------|------------------------------------------------------------------------------------|
|              |   |    |   |                                                                               |
| Keith  C. Robbins |   | 61      |   | President  and Chief Executive Officer of Community Valley Bancorp.                |
| John  F. Coger    |   | 53      |   | Executive  Vice President and Chief Financial Officer of Community Valley Bancorp. |

 

**Item 11****. Executive Compensation**

 

Thepersons serving as the executive officers of Community Valley Bancorp receivedduring 2002, and are expected to continue to receive in 2003, cash compensationin their capacities as executive officers of Community Valley Bancorp.

 

Thefollowing Summary Compensation Table indicates the compensation of CommunityValley Bancorp’s executive officers.

 

**Summary Compensation Table**

 
|                                                               |   | **Long Term Compensation** |   |            |    |
|--------------------------------------------------------------------|--------|----------------------------|--------|-----------------|---------|
| **Annual Compensation**                                            |   | **Awards**                 |   | **Payouts**     |    |   |   |
| **(a)**                                                            |   | **(b)**                    |   | **(c)**         |    | **(d)** |   | **(e)** |   | **(f)** |   | **(g)** |   | **(h)** |   | **(i)** |   |
| **Name and  Principal Position**                                   |   | **Year**                   |   | **Salary  ($)** |    | **Bonus  ($)** |   | **Other  Annual  Compen-  sation  ($)** |   | **Restricted  Stock  Award(s)  ($)** |   | **Options/  SARS** |   | **LTIP  Payouts  ($)** |   | **All Other  Compen- sation  ($)(2)(3)** |   |
| Keith C Robbins  President and Chief Executive Officer             |   | 2002                       |   | $               | 216,121 | (1) | $ | 230,159 |   | 0 |   | 0 |   |   |   | 0 |   | $ | 17,242 |   |
|                                                               | 2001   |                       | $      | 175,253         | (1)     | $ | 173,027 |   | 0 |   | 0 |   |   |   | 0 |   | $ | 13,122 |   |
|                                                               | 2000   |                       | $      | 165,690         | (1)     | $ | 151,736 |   | 0 |   | 0 |   | 10,000  options |   | 0 |   | $ | 18,389 |   |
| John F Coger  Executive Vice President and Chief Financial Officer |   | 2002                       |   | $               | 135,644 |   | $ | 185,012 |   | 0 |   | 0 |   |   |   | 0 |   | $ | 10,255 |   |
|                                                               | 2001   |                       | $      | 104,060         |    | $ | 133,703 |   | 0 |   | 0 |   |   |   | 0 |   | $ | 9,452 |   |
|                                                               | 2000   |                       | $      | 98,170          |    | $ | 117,250 |   | 0 |   | 0 |   | 10,000  options |   | 0 |   | $ | 15,127 |   |
|                                                                    |        |                            |        |                 |         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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(1)          Includes $6,300 in directorsfees 

(2)          This amount represents CommunityValley Bancorp’s contribution under Community Valley Bancorp’s Employee StockOwnership Plan, and the cost of premiums for excess medical, dental and lifeinsurance 

(3)          This amount does not includeCommunity Valley Bancorp’s contribution under Community Valley Bancorp’sEmployee Stock Ownership

Planas such amount has not yet been determined.

 

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**Option/SARExercises and Year-End Value Table**

 

**AggregatedOption/SAR Exercises in Last Fiscal Year and Year-End Option/SAR Value**

 
| **(a)**         |   | **(b)**                               |   | **(c)**                  |   | **(d)**                                                                                |   | **(e)**                                                                                               |
|-----------------|--------|---------------------------------------|--------|--------------------------|--------|----------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------|
| **Name**        |   | **Shares  Acquired on  Exercise (#)** |   | **Value  Realized  ($)** |   | **Number of  Unexercised  Options/SARs at  Year-End (#)  Exercisable/  Unexercisable** |   | **Value of  Unexercised In-  the-Money  Options/SARs at  Year-End ($)  Exercisable/  Unexercisable)** |
|            |   |                                  |   |                     |   | Options Only                                                                           |   | Options Only                                                                                          |
|            |   |                                  |   |                     |   |                                                                                   |   |                                                                                                  |
| Keith C Robbins |   | -0-                                   |   | -0-                      |   | 13,542/6,000                                                                           |   | $167,620/$47,040                                                                                      |
|            |   |                                  |   |                     |   |                                                                                   |   |                                                                                                  |
|            |   |                                  |   |                     |   | Options Only                                                                           |   | Options Only                                                                                          |
|            |   |                                  |   |                     |   |                                                                                   |   |                                                                                                  |
| John F Coger    |   | -0-                                   |   | -0-                      |   | 4,000/6,000                                                                            |   | $31,360/$47,040                                                                                       |

 

Mr.Robbins has a three year employment contract with Community Valley Bancorpbeginning April 27, 1995 and which currently expires April 27, 2004.  In addition, unless the employment contractis otherwise terminated, the term of the employment contract shall automaticallyextend in annual increments of one year so as to always remain a three yearemployment contract.  Mr. Robbins’annual salary is currently fixed at $224,508 and may be renegotiated.  Under the terms of the employment contract,Mr. Robbins is entitled to incentive compensation provided that CommunityValley Bancorp attains a minimum 10% return on equity each year, as well asother criteria.  In the past, in theevent Community Valley Bancorp attained the minimum 10% return on equity, aswell as other criteria, a bonus pool was established in an amount equal to 30%of the amount in excess of the 10% return on equity.  Mr. Robbins was entitled to incentive compensation in the amountof 36.67% of the bonus pool.  In the future,in the event Community Valley Bancorp attains the minimum 10% return on equity,as well as meeting other requirements, a bonus pool will be established in anamount equal to 21.5% of the amount in excess of the 10% return on equity.  Mr. Robbins will be entitled to incentivecompensation in the amount of 38.45% of the bonus pool.  Mr. Robbins’ employment contractprovides that in the event he becomes disabled, he shall be entitled to 100% ofhis salary for ninety days.  Inaddition, if Community Valley Bancorp is merged, sold or acquired and themerging, purchasing or acquiring entity elects not to employ Mr. Robbinsin a like position, he shall paid an amount equal to the remaining term of theemployment contract.

 

Mr.Robbins has a salary continuation agreement with Community Valley Bancorp whichprovides that Community Valley Bancorp will pay him $125,000 plus a 3% cost ofliving adjustment per year for 20 years following his retirement from CommunityValley Bancorp at age 65 (“Retirement Age”). In the event of disability while Mr. Robbins is actively employedprior to Retirement Age, he will have the option to take the $125,000 plus a 3%cost of living adjustment per year for 20 years beginning at the earlier of thetime when he reaches age 65 or the date on which he is no longer entitled todisability benefits under his principal disability insurance policy.  In the event Mr. Robbins dies while actively

 

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employedby Community Valley Bancorp prior to Retirement Age, his beneficiary willreceive from Community Valley Bancorp $125,000 plus a 3% cost of livingadjustment per year for 20 years beginning one month after his death.  In the event of termination without cause,early retirement, or voluntary termination, Mr. Robbins shall receive $125,000plus a 3% cost of living adjustment per year for 20 years beginning with themonth following the month in which Mr. Robbins terminates employment andattains age 65.  In the event Mr.Robbins is terminated for cause he will forfeit any benefits from the salarycontinuation agreement.

 

Mr.Robbins has an Executive Supplemental Retirement Plan Agreement that provideshim with the option of deferring a portion of his salary.  Mr. Robbins has elected to defer $20,000 peryear.  Community Valley Bancorp hasestablished a Deferral Account on its books for Mr. Robbins and credits tothe Deferral Account the fees deferred by Mr. Robbins and interest on theaccount balance at a rate equal to Community Valley Bancorp’s prime lendingrate as of December 31 of the previous year plus one-half percent compoundedeach December 31 and assuming all deferrals have been made as of January 1 ofsuch year.  In addition, CommunityValley Bancorp has purchased an annuity for protection of the benefits.  All earnings received above Community ValleyBancorp’s normal anticipated after tax return earnings on the annuity and thecost of an insurance policy related to this benefit are also credited to Mr.Robbins’ Deferral Account.  The DeferralAccount is not a trust fund of any kind and Mr. Robbins is a general unsecuredcreditor of Community Valley Bancorp for the payment of the benefits.  Benefits under the Supplemental RetirementPlan Agreement are payable upon Mr. Robbins’ termination of service.  Upon Mr. Robbins’ retirement at age 65, hewill be entitled to the Deferral Account balance in one hundred eighty (180)monthly installments beginning on the first day of the month following hisretirement, unless Mr. Robbins elects one year prior to receiving anybenefits to take benefits in a lump sum or otherwise.  If Mr. Robbins retires or terminates service prior to the age of65, the amount of benefit payable is also the Deferral Account balance at thedate of termination of service in one hundred eighty (180) monthly installmentsbeginning on the first day of month following his attaining age 65, unlessMr. Robbins elects one year prior to receiving any benefits to takebenefits in a lump sum or otherwise.  Iftermination of service occurs due to disability, the amount of benefit payableis also the Deferral Account balance at the date of termination of service inone hundred eighty (180) monthly installments beginning on the first day ofmonth following his disability, unless Mr. Robbins elects one year priorto receiving any benefits to take benefits in a lump sum or otherwise.  If termination of service occurs due to achange in control of Community Valley Bancorp, Community Valley Bancorp shallcredit Mr. Robbins’ Deferral Account with the entire amount that Mr. Robbinswould have deferred for the entire deferral period, and the amount of benefitshall be paid to Mr. Robbins within 30 days of the change in control.  If Mr. Robbins suffers hardship,Community Valley Bancorp may distribute to him all or a portion of the DeferralAccount balance as necessary to relieve the financial hardship.  Finally, if termination of service occursdue to Mr. Robbins’ death, Community Valley Bancorp shall credit Mr. Robbins’Deferral Account with the entire amount that Mr. Robbins would have deferredfor the entire deferral period utilizing the proceeds from the insurance policywhich Community Valley Bancorp purchased in connection with thisagreement.  The amount shall be paid inone hundred eighty (180) monthly installments beginning on the first day of themonth following his death.  Interestaccrues on all amounts deferred until final payment.

 

Mr.Coger has a three year employment contract with Community Valley Bancorpbeginning April 27, 1995 and which currently expires April 27, 2004.  In addition, unless the employment contractis otherwise terminated, the term of the employment contract shallautomatically extend in annual increments of one year so as to always remain athree year employment contract. Mr. Coger’s annual salary is currently fixed at $145,139 and may berenegotiated.  Under the terms of theemployment contract, Mr. Coger is entitled to incentive compensationprovided that Community Valley Bancorp attains a minimum 10% return on equityeach year, as well as other criteria. In the past, in the event Community Valley Bancorp attained the minimum10% return on equity, as well as other criteria, a bonus

 

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poolwas established in an amount equal to 30% of the amount in excess of the 10%return on equity.  Mr. Coger wasentitled to incentive compensation in the amount of 28.33% of the bonuspool.  In the future, in the eventCommunity Valley Bancorp attains the minimum 10% return on equity, as well asmeeting other requirements, a bonus pool will be established in an amount equalto 21.5% of the amount in excess of the 10% return on equity.  Mr. Coger will be entitled to incentivecompensation in the amount of 29.33% of the bonus pool.  Mr. Coger’s employment contractprovides that in the event he becomes disabled, he shall be entitled to 100% ofhis salary for ninety days.  Inaddition, if Community Valley Bancorp is merged, sold or acquired and themerging, purchasing or acquiring entity elects not to employ Mr. Coger ina like position, he shall paid an amount equal to the remaining term of theemployment contract.

 

Mr.Coger has a salary continuation agreement with Community Valley Bancorp whichprovides that Community Valley Bancorp will pay him $100,000 plus a 3% cost ofliving adjustment per year for 20 years following his retirement from CommunityValley Bancorp at age 65 (“Retirement Age”). In the event of disability while Mr. Coger is actively employedprior to Retirement Age, he will have the option to take the $100,000 plus a 3%cost of living adjustment per year for 20 years beginning at the earlier of thetime when he reaches age 65 or the date on which he is no longer entitled todisability benefits under his principal disability insurance policy.  In the event Mr. Coger dies whileactively employed by Community Valley Bancorp prior to Retirement Age, hisbeneficiary will receive from Community Valley Bancorp $100,000 plus a 3% costof living adjustment per year for 20 years beginning one month after hisdeath.  In the event of terminationwithout cause, early retirement, or voluntary termination, Mr. Coger shallreceive $100,000 plus a 3% cost of living adjustment per year for 20 yearsbeginning with the month following the month in which Mr. Coger terminatesemployment and attains age 65.  In theevent Mr. Coger is terminated for cause he will forfeit any benefits from thesalary continuation agreement.

 

Mr.Coger has an Executive Supplemental Retirement Plan Agreement that provides himwith the option of deferring a portion of his salary.  Mr. Coger has elected to defer $10,000 per year.  Community Valley Bancorp has established aDeferral Account on its books for Mr. Coger and credits to the DeferralAccount the fees deferred by Mr. Coger and interest on the account balance at arate equal to Community Valley Bancorp’s prime lending rate as of December 31of the previous year plus one-half percent compounded each December 31 andassuming all deferrals have been made as of January 1 of such year.  In addition, Community Valley Bancorp haspurchased an annuity for protection of the benefits.  All earnings received above Community Valley Bancorp’s normalanticipated after tax return earnings on the annuity and the cost of aninsurance policy related to this benefit are also credited to Mr. Coger’sDeferral Account.  The Deferral Accountis not a trust fund of any kind and Mr. Coger is a general unsecured creditorof Community Valley Bancorp for the payment of the benefits.  Benefits under the Supplemental RetirementPlan Agreement are payable upon Mr. Coger’s termination of service.  Upon Mr. Coger’s retirement at age 65, hewill be entitled to the Deferral Account balance in one hundred eighty (180)monthly installments beginning on the first day of the month following his retirement,unless Mr. Coger elects one year prior to receiving any benefits to takebenefits in a lump sum or otherwise.  IfMr. Coger retires or terminates service prior to the age of 65, the amountof benefit payable is also the Deferral Account balance at the date oftermination of service in two hundred forty (240) monthly installmentsbeginning on the first day of month following his attaining age 65, unlessMr. Coger elects one year prior to receiving any benefits to take benefitsin a lump sum or otherwise.  Iftermination of service occurs due to disability, the amount of benefit payableis also the Deferral Account balance at the date of termination of service intwo hundred forty (240) monthly installments beginning on the first day ofmonth following his disability, unless Mr. Coger elects one year prior toreceiving any benefits to take benefits in a lump sum or otherwise.  If termination of service occurs due to achange in control of Community Valley Bancorp, Community Valley Bancorp shallcredit Mr. Coger’s Deferral Account with the entire amount that Mr. Cogerwould have deferred for the entire deferral period, and the amount of benefitshall be

 

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paidto Mr. Coger within 30 days of the change in control.  If Mr. Coger suffers hardship, Community Valley Bancorp maydistribute to him all or a portion of the Deferral Account balance as necessaryto relieve the financial hardship. Finally, if termination of service occurs due to Mr. Coger’s death,Community Valley Bancorp shall credit Mr. Coger’s Deferral Account with theentire amount that Mr. Coger would have deferred for the entire deferral periodutilizing the proceeds from the insurance policy which Community Valley Bancorppurchased in connection with this agreement. The amount shall be paid in two hundred forty (240) monthly installmentsbeginning on the first day of the month following his death.  Interest accrues on all amounts deferreduntil final payment.

 

**Item 12****.  Security Ownershipof Certain Beneficial Owners and Management**

 

Managementof Community Valley Bancorp knows of no person who owns, beneficially or ofrecord, either individually or together with associates, 5 percent or more ofthe outstanding shares of common stock, except as set forth in the table below.  The following table sets forth, as ofMarch 1, 2003, the number and percentage of shares of outstanding commonstock beneficially owned, directly or indirectly, by each of Community ValleyBancorp’s directors and principal shareholders and by the directors and officersof Community Valley Bancorp as a group. The shares “beneficially owned” are determined under Securities andExchange Commission Rules, and do not necessarily indicate ownership for anyother purpose.  In general, beneficialownership includes shares over which the director, principal shareholder orofficer has sole or shared votin`g or investment power and shares which suchperson has the right to acquire within 60 days of March 1, 2003.  Unless otherwise indicated, the personslisted below have sole voting and investment powers of the shares beneficiallyowned.  Management is not aware of anyarrangements which may, at a subsequent date, result in a change of control ofCommunity Valley Bancorp.

 
| **Beneficial Owner**                              |   | **Amount and Nature of  Beneficial Ownership** |   | **Percent of Class****(1)** |   |
|---------------------------------------------------|--------|------------------------------------------------|--------|-----------------------------|--------|
|                                              |   |                                           |   |                        |   |
| Directors and Named Officers:                     |   |                                           |   |                        |   |
| M. Robert Ching, M.D.                             |   | 76,241                                         | (2)    | 2.8                         |   |
| John F. Coger                                     |   | 66,973                                         | (3)    | 2.5                         |   |
| Eugene B. Even                                    |   | 48,494                                         | (4)    | 1.8                         |   |
| John D. Lanam                                     |   | 63,558                                         | (5)    | 2.3                         |   |
| Donald W. Leforce                                 |   | 76,744                                         | (6)    | 2.8                         |   |
| Ellis L. Matthews                                 |   | 45,189                                         | (7)    | 1.7                         |   |
| Robert L. Morgan, M.D.                            |   | 109,105                                        | (8)    | 4.0                         |   |
| James S. Rickards                                 |   | 66,897                                         | (9)    | 2.5                         |   |
| Keith C. Robbins                                  |   | 78,668                                         | (10)   | 2.9                         |   |
| Gary B. Strauss, M.D.                             |   | 118,641                                        | (11)   | 4.4                         |   |
| Hubert I. Townshend                               |   | 89,839                                         | (12)   | 3.3                         |   |
|                                              |   |                                           |   |                        |   |
| Principal Shareholder                             |   |                                           |   |                        |   |
| Butte Community Bank ESOP                         |   | 138,612                                        | (13)   | 5.1                         |   |
| Schmelke Family Trust                             |   | 140,133                                        | (14)   | 5.2                         |   |
|                                              |   |                                           |   |                        |   |
| All  Directors and Officersas a Group (11 in all) |   | 840,349                                        |   | 29.8                        |   |

 

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(1)                                  Includesshares subject to options held by each director and the directors and officersas a group that are exercisable within 60 days of March 1, 2003.  These are treated as issued and outstanding

 

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for the purpose of computing thepercentage of each director and the directors and officers as a group but notfor the purpose of computing the percentage of class of any other person.

 

(2)                                  Dr.Ching has shared voting and investment powers as to 19,000 of these shares andhas 13,898 shares acquirable by exercise of stock options.

 

(3)                                  Mr.Coger has shared voting and investment powers as to 47,105 of these shares andhas 4,000 shares acquirable by exercise of stock options.

 

(4)                                  Mr.Even has 4,000 shares acquirable by exercise of stock options.

 

(5)                                  Mr.Lanam has shared voting and investment powers as to 40,124 shares and has12,209 shares acquirable by exercise of stock options.

 

(6)                                  Mr.Leforce has shared voting and investment powers as to 60,424 shares and has13,898 shares acquirable by exercise of stock options.

 

(7)                                  Mr.Matthews has shared voting and investment powers as to 21,193 shares and has13,898 shares acquirable by exercise of stock options.

 

(8)                                  Dr.Morgan has 13,898 shares acquirable by exercise of stock options.

 

(9)                                  Mr.Rickards has shared voting and investment powers as to 42,386 shares and has11,413 shares acquirable by exercise of stock options.

 

(10)                            Mr.Robbins has shared voting and investment powers as to 28,596 shares and has13,542 shares acquirable by exercise of stock options.

 

(11)                            Dr.Strauss has shared voting and investment powers as to 82,272 shares and has13,898 shares acquirable by exercise of stock options.

 

(12)                            Mr.Townshend has 13,542 shares acquirable by exercise of stock options.

 

(13)                            ButteCommunity Bank ESOP’s address is c/o Butte Community Bank, 2041 Forest Avenue,Chico, California 95928.

 

(14)                            TheSchmelke Family Trust’s address is c/o Butte Community Bank, 2041 ForestAvenue, Chico, California 95928.

 

**Item 13****.  CertainRelationships and Related Transactions**

 

Someof the directors and officers of Community Valley Bancorp and the companieswith which they are associated are customers of, or have had bankingtransactions with, Community Valley Bancorp in the ordinary course of CommunityValley Bancorp’s business, and Community Valley Bancorp expects to have bankingtransactions with such persons in the future. In the opinion of Community Valley Bancorp’s management, all loans andcommitments to lend in such transactions were made in compliance withapplicable laws and on substantially the same terms, including interest ratesand collateral, as those prevailing for comparable transactions with otherpersons of similar creditworthiness and did not involve more than a normal riskof collectibility or present other unfavorable features.

 

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**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities and Exchange Actof 1934, the Registrant has duly caused this amendment to the annual report tobe signed on its behalf by the undersigned thereunto duly authorized.

 
| Dated:  May 28, 2003 | **COMMUNITY VALLEY  BANCORP** |
|---------------------------|-------------------------------|
|                      | a  California corporation     |
|                      |                          |
|                      | By:                           | /s*/ Keith C.  Robbins* |   |
|                      |                          | Keith  C. Robbins |
|                      |                          | President  and Chief Executive Officer |
|                      |                          |
|                      | By:                           | */s/ John F. Coger* |   |
|                      |                          | John  F. Coger |
|                      |                          | Executive  Vice President  and Chief Financial Officer |
|                           |                               |  |  |  |

 

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#### **Certifications:  Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002**

 

I,Keith C. Robbins, certify that:

 

1. Ihave reviewed this amendment to the annual report on Form 10-K/A of CommunityValley Bancorp;

 

2.Based on my knowledge, this amendment to the annual report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisannual report;

 

3.Based on my knowledge, the financial statements, and other financialinformation included in this amendment to the annual report, fairly present inall material respects the financial condition, results of operations and cashflows of the registrant as of, and for, the periods presented in this annualreport;

 

4. Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have:

 

a)designed such disclosure controls and procedures to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared;

 

b)evaluated the effectiveness of the registrant’s disclosure controls andprocedures as of a date within 90 days prior to the filing date of this annualreport (the “Evaluation Date”); and

 

c)presented in this annual report our conclusions about the effectiveness of thedisclosure controls and procedures based on our evaluation as of the EvaluationDate;

 

5. Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a) allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant’s ability to record, process, summarizeand report financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

b) anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls; and

 

6. Theregistrant’s other certifying officer and I have indicated in this amendment tothe annual report whether there were significant changes in internal controlsor in other factors that could significantly affect internal controlssubsequent to the date of our most recent evaluation, including any correctiveactions with regard to significant deficiencies and material weaknesses.

 
| Date:  May 28, 2003 | By:                                                   | /s/  Keith C. Robbins |   |
|---------------------|-------------------------------------------------------|-----------------------|--------|
|                |                                                  |                  |
|                | Keith  C. Robbins, President, Chief Executive Officer |

 

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I, John F. Coger, certifythat:

 

1. Ihave reviewed this amendment to the annual report on Form 10-K/A of CommunityValley Bancorp;

 

2.Based on my knowledge, this amendment to the annual report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisannual report;

 

3.Based on my knowledge, the financial statements, and other financialinformation included in this amendment to the annual report, fairly present inall material respects the financial condition, results of operations and cashflows of the registrant as of, and for, the periods presented in this annualreport;

 

4. Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have:

 

a)designed such disclosure controls and procedures to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared;

 

b)evaluated the effectiveness of the registrant’s disclosure controls andprocedures as of a date within 90 days prior to the filing date of this annualreport (the “Evaluation Date”); and

 

c)presented in this annual report our conclusions about the effectiveness of thedisclosure controls and procedures based on our evaluation as of the EvaluationDate;

 

5. Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a) allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant’s ability to record, process, summarizeand report financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

b) anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls; and

 

6. Theregistrant’s other certifying officer and I have indicated in this amendment tothe annual report whether there were significant changes in internal controlsor in other factors that could significantly affect internal controlssubsequent to the date of our most recent evaluation, including any correctiveactions with regard to significant deficiencies and material weaknesses.

 
| Date:  May 28, 2003 | By:                                                | /s/  John F. Coger |   |
|---------------------|----------------------------------------------------|--------------------|--------|
|                |                                               |               |
|                | John  F. Coger                                     |
|                | Executive  Vice President, Chief Financial Officer |

 

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