**Exhibit10.2.2**

**BUTTECOMMUNITY BANK**

**SALARYCONTINUATION AGREEMENT**

This Salary ContinuationAgreement (Agreement) is entered into by and between Butte Community Bank, awholly owned subsidiary of Community Valley Bancorp (collectively Bank),located in Chico, California and Keith Robbins (Employee), to be effective asof the date last written below.

RECITALS

A.                                   TheBank has employed the Employee as the President and Chief Executive Officersince 1990.

B.                                     TheBank desires to continue to employ the Employee as its President and ChiefExecutive Officer.

C.                                     Inorder to encourage the Employee to remain in the employ of the Bank, the Bankis willing to provide salary continuation benefits to the Employee, as providedin a series of salary continuation agreements between the parties.

D.                                    Section885 of the American Jobs Creation Act of 2004 amended the Internal Revenue Code(Code) to add section 409A implementing detailed rules regarding deferredcompensation.  The Treasury Departmentsubsequently issued Notice 2005-1 providing transitional guidance for bringingdeferred compensation plans into compliance with Code section 409A.

E.                                      Notice2005-1 announced that a deferred compensation plan subject to Code section 409Amust be operated in good faith compliance with the provisions of Code section409A and Notice 2005-1 during the 2005 calendar year.

F.                                      ProposedTreasury regulations were issued with a proposed effective date of January 1,2007, extending the good faith compliance period through December 31, 2006.

G.                                     Pursuantto the Treasury Regulations and other published IRS guidance, benefits vestedunder the salary continuation agreement between the Bank and the Employee,dated September 21, 2004 (Grandfathered Agreement) is eligible for, and shallreceive, grandfather treatment such that the terms of the agreement in effecton October 3, 2004, shall (i) remain in full force and effect, and (ii)govern all benefits vested as of December 31, 2004.  The Grandfathered Agreement shall remain infull force and effect, and this Agreement shall in no way be construed tolimit, replace or abridge benefits payable thereunder.

----

H.                                    Theparties acknowledge benefits not vested on December 31, 2004, and all amountsdeferred after that date are covered by the requirements of Code section 409Aand the guidance issued thereunder.

I.                                         TheBank adopts this Agreement, effective January 1, 2006, in good faith compliancewith the requirements of Code section 409A and the guidance issued thereunder.Its terms apply only to those benefits not vested as of December 31, 2004, andother amounts deferred after that date.

Accordingly, thefollowing Agreement is adopted.

AGREEMENT

In consideration of thepromises and mutual covenants contained herein, the Bank and the Employee agreeas follows:

# ARTICLE 1.  GENERAL

## 1.01.        Purpose.

The purpose of thisAgreement is to provide for the payment of deferred compensation benefits afterthe Employee’s Termination of Employment, provided that the conditions setforth in this Agreement are satisfied. The Board of Directors of the Bank (Board) has determined that theoverall compensation paid to the Employee under this Agreement and the othercompensation arrangements provided to the Employee by the Bank is reasonablecompensation for the services rendered and to be rendered to the Bank by theEmployee in view of such services and compensation paid by other employers toemployees in similar circumstances.

Neither this Agreementnor any modifications hereof, nor the payment of any benefits hereunder shallbe construed as a modification of any other deferred compensation arrangementmaintained by the Bank, or to limit, replace or abridge benefits payablethereunder, including, but not limited to the Grandfathered Agreementwhich  remains in full force and effect.

## 1.02.        Income Tax Status.

The Agreement is intendedto be an unfunded, nonqualified deferred compensation and death benefit planthat is governed by Code sections 61, 83, 402(b), 404(a)(5), 409A and 451,such that neither the Employee nor the Employee’s Beneficiary(ies) will haveany taxable income by virtue of the operation of the constructive receiptdoctrine earlier than the first taxable year in which the deferred compensationbenefits under the Agreement are paid.

----

## 1.03.        ERISA Status.

This Agreement isintended to qualify as an unfunded plan of deferred compensation that ismaintained by an employer primarily for the purpose of providing deferredcompensation for a “select group of management or highly compensated employees”as those terms are defined under the provisions of the Employee RetirementIncome Security Act of 1974, as amended (ERISA).  The Employee is responsible for themanagement, growth and protection of the business of the Bank.  The Employee is fully advised of the Bank’sfinancial status and has had substantial input in the negotiation and design ofthis benefit arrangement.  It isunderstood that the amounts payable to the Employee under this Agreement arestrictly from the general assets of the Bank and that the Employee has nogreater rights to the general assets of the Bank than any other unsecuredgeneral creditor.  Similarly, the Bankmay, in its sole and absolute discretion, establish a “rabbi trust” as a meansof setting aside a portion of its general assets for the payment of benefitsunder this Agreement.  However, the Bankshall be under no obligation to establish such a trust, nor shall the Bankestablish such a trust if its establishment or existence would in any way causethis Agreement to be construed as anything other than an unfunded plan ofdeferred compensation under ERISA.  Forpurposes of ERISA, the Bank shall be the named fiduciary and administratorunder this Agreement.

## 1.04.        Limitation Of Rights.

Neither this Agreement,nor any modifications hereof, nor the payment of any benefits hereunder shallbe construed as an employment contract, nor as giving to the Employee any rightto be employed by the Bank, nor as modifying the terms of any employmentcontract between the Employee and the Bank.

## 1.05.        Other Agreements.

Nothing contained in thisAgreement shall affect any right which the Employee may otherwise have toparticipate in any other plan of deferred compensation that the Bank may now orhereafter maintain for the benefit of its employees.  Any deferred compensation payable under thisAgreement shall not be deemed salary or other compensation to the Employee forthe purpose of computing benefits to which the Employee may be entitled underany pension plan or other arrangement of the Bank maintained for the benefit ofits employees.

----

# ARTICLE 2.  GENERAL DEFINITIONS

## 2.01.        Account.

“Account” means the bookreserve account established and maintained for the Employee under theAgreement.  Each Employee’s Account shallbe divided into the following sub accounts:

A.                                   Thebook reserve account maintained by the Bank with respect to the Employee’sparticipation hereunder that is (i) not subject to Code section 409A, and(ii) governed by the terms of the agreement dated September 21, 2004 as thoseterms existed on October 3, 2004 (Pre-409A Account); and

B.                                     Thebook reserve account maintained by the Bank with respect to the Employee’sparticipation hereunder that is (i) subject to Code section 409A, and(ii) governed by the terms of this Agreement (409A Account).

## 2.02.        Beneficiary.

“Beneficiary” means theperson or persons entitled to receive benefits under the Agreement in the eventof the death of the Employee, as designated by the Employee on such form as isacceptable to and filed with the Bank, as set forth in the BeneficiaryDesignations paragraph, below.

## 2.03.        Cause.

“Cause” means the Bankshall have the right to terminate this Agreement for any of the followingreasons by serving written notice upon the Employee:

A.                                   Grossnegligence or gross neglect of duties to the Bank;

B.                                     Commissionof a felony or of a gross misdemeanor involving moral turpitude involving theEmployee’s employment by the Bank; or

C.                                     Fraud,disloyalty, dishonesty or willful violation of any law or significant Bankpolicy committed in connection with the Employee’s employment and resulting inan adverse effect on the Bank.

----

## 2.04.        Code.

“Code” means the InternalRevenue Code of 1986, as it may be amended from time to time.  Reference to any provision of the Codeincludes reference to any comparable or succeeding provisions of anylegislation that amends, supplements or replaces such provision.

## 2.05.        ERISA.

“ERISA” means theEmployee Retirement Income Security Act of 1974, Public Law 93-406, enactedSeptember 2, 1974, as amended.

## 2.06.        Normal Retirement Age.

“Normal Retirement Age”means age sixty-five (65).

## 2.07.        Termination Of Employment.

“Termination ofEmployment” means that the Employee ceases to be employed as a common lawemployee of the Bank for any reason whatsoever. For purposes of this Agreement, if there is a dispute over theemployment status of the Employee or the date of the Employee’s Termination ofEmployment, the Bank shall have the sole and absolute right to resolve thisissue for purposes of this Agreement.  ATermination of Employment will not occur if the Employee is on a leave ofabsence approved by the Bank or for periods of military service for whichemployment rights are prescribed by USERRA. Notwithstanding the foregoing, if the Employee does not return to activeemployment with the Bank within thirty (30) days following the end of the leaveof absence, or such longer period as may be prescribed by law, the Employee’sTermination of Employment shall be deemed to have occurred as of the date whenthe Employee’s leave of absence began unless such failure to return was theresult of the Employee’s death.

## 2.08.        USERRA.

“USERRA” means theUniformed Services Employment and Reemployment Rights Act of 1994, as it may beamended from time to time.

# ARTICLE 3.  BENEFITS

## 3.01.        Normal Retirement Benefit.

Subject to the provisionsof the Entitlement paragraph, below, if the 

----

Employee’s Termination ofEmployment occurs on or after attainment of the Employee’s Normal RetirementAge, the benefit payable to the Employee under this Agreement shall be theAnnual Benefit as defined in paragraph 3.01.A., below, payable for a period oftwenty (20) years.  After paymentcommences, each year the amount of the Annual Benefit shall increase threepercent (3%) over the prior year’s benefit, as a cost of livingadjustment.  The benefit shall be payableon the first day of each month, in two hundred forty (240) installments oruntil the death of the Employee, whichever is later, commencing on the firstday of the month following the Employee’s Termination of Employment.  However, in the event that (i) the Employeeis a “key employee” (as defined in Code section 416(i)), and (ii) the Bankis a publicly traded corporation, the payment of benefits shall commence on thefirst day of the seventh month following the Termination of Employment date.

A.                                   AnnualBenefit.

“Annual Benefit” means the deferred compensationbenefit payable under this Agreement, according to the following schedule:

| Termination of Employment Date | ** ** | **Annual Benefit** | ** ** |
|-----------------------------------------------|------------|-------------------------|------------|
| After 2-13-2008 and on or before 2-13-2009    |       | $                       | 6,250      |   |
| After 2-13-2009 and on or before 2-13-2010    |       | $                       | 12,500     |   |
| After 2-13-2010 and on or before 2-13-2011    |       | $                       | 18,750     |   |
| After 2-13-2011                               |       | $                       | 25,000     |   |

 

## 3.02.        Death Benefit.

A.                                   DeathBefore Termination Of Employment.

If the Employee diesprior to the Employee’s Termination of Employment, the deferred compensationbenefit payable under this Agreement to the Employee’s Beneficiary shall be theAnnual Benefit as defined in paragraph 3.01.A, payable for a period of twenty(20) years.  After payment commences,each year the amount of the Annual Benefit shall increase three percent (3%)over the prior year’s benefit as a cost of living adjustment.  The benefit shall be payable in two hundredforty (240) monthly installments on the first day of each month, commencingwith the month following the Employee’s death. If the Employee’s Beneficiary dies prior to receiving all such payments,then any remaining payments shall be paid to the Beneficiary’s estate.

----

B.                                     DeathDuring Benefit Period.

If the Employee dies after the benefit payments havecommenced under this Agreement but before the Employee has received all suchpayments to which the Employee is entitled, the Bank shall pay such remainingbenefits to the Employee’s Beneficiary at the same times and in the sameamounts that would have been paid to the Employee, had the Employee survived toreceive two hundred forty (240) monthly installments.  If the Employee’s Beneficiary dies prior toreceiving all such payments, then any remaining payments shall be paid to theBeneficiary’s estate.

C.                                     DeathBefore Benefit Period.

If the Employee becomesentitled to benefits under this Agreement, but the Employee dies before thecommencement of such benefit payments, the Bank shall pay such benefits to theEmployee’s Beneficiary at the same times and in the same amounts that wouldhave been paid to the Employee had the Employee survived to receive two hundredforty (240) monthly installments.  Thisbenefit shall be payable, on the first day of each month, commencing with themonth following the Employee’s death.  Ifthe Employee’s Beneficiary dies prior to receiving all such payments, then anyremaining payments shall be paid to the Beneficiary’s estate.

D.                                    BeneficiaryDesignations.

The Employee shall notifythe Bank of the name, date of birth and current address of the Employee’sdesignated Beneficiary and when any change in the address of the Employee’sdesignated Beneficiary occurs.  TheEmployee shall have the right, at any time, to revoke such designation or tosubstitute another such Beneficiary without the consent of any person.  However, Beneficiary designations will beeffective only if signed by the Employee and accepted by the Bank during theEmployee’s lifetime.  If the Employee’sBeneficiary on file with the Bank is the Employee’s spouse and the Employee’smarriage to such spouse is subsequently dissolved, other than by the Employee’sdeath, such Beneficiary designation shall be deemed automatically revoked.  If, upon the death of the Employee, there isno valid Beneficiary designation on file with the Bank or the Employee’sBeneficiary has predeceased the Employee, the Employee’s surviving spouse, orif there is none, the Employee’s estate, shall be the Employee’s Beneficiary.

----

## 3.03.        Benefit Enhancements.

TheBoard may, in its sole andabsolute discretion, increase the amount of the benefit payments to theEmployee or the Employee’s Beneficiary under this Agreement commencing anytime, and from time to time, effective on or after the first anniversary of thefirst benefit payment under this Agreement.

## 3.04.        Entitlement.

A.                                   ExcessParachute Payments.

Notwithstanding anyprovision of this Agreement to the contrary, the Bank shall not pay any benefit under thisAgreement to the extent the benefit would be an excess parachute payment undersection 280G of the Code.  If anyportion of the amounts payable to the Employee under this Agreement, eitheralone or together with other payments or benefits, that are contingent on a “changeof control” would constitute “excess parachute payments” subject to the excisetax imposed by Code section 4999 (or similar tax and/or assessments), then, inthe Bank’s discretion, any of the excess parachute payments payable under thisAgreement or otherwise, shall be reduced to an amount equal to two hundredninety-nine percent (299%) of the Employee’s “base amount.”

Any determinationrequired under this paragraph shall be made in writing by the Bank’sindependent public accountants  (Accountants) immediately prior to a Change of Control.  The Accountants may make reasonableassumptions and approximations concerning applicable taxes and may rely onreasonable, good faith interpretations concerning the application of Codesections 280G and 4999.  The Bank shallbear all costs the Accountants may reasonably incur in connection with anycalculations contemplated herein.  Theterms “change of control,” “excess parachute payments” and “base amount” aredefined in Code section 280G and Treasury regulations section 1.280G-1.  This paragraph shall apply and be interpretedin accordance with Code section 280G and the Treasury regulations promulgatedthereunder effective January 1, 2004, or the Treasury regulations then ineffect.

B.                                     TerminationFor Cause.

Notwithstanding anyprovision of this Agreement to the contrary, no benefit shall be payable underthis Agreement to any person if the Employee’s Termination of Employment is forCause.

----

C.                                     CompetitionAfter Termination Of Employment.

Notwithstanding anyprovision of this Agreement to the contrary, except in the event of theEmployee’s Termination of Employment because of a Change of Control, if theBoard, in its sole and absolute discretion, determines that the Employee has,at any time, violated the following non-competition provisions, then nobenefits (or no further benefits if benefit payments have commenced) shall bepayable under this Agreement to any person.

1.                                       Inthe course of the Employee’s employment with the Bank, the Employee will haveaccess to trade secrets, confidential information, confidential forms, records,data, specifications, plans, processes and ideas owned by the Bank or providedto the Bank in a confidential manner by the person supplying such informationto the Bank.  The Employee shall not, withoutthe prior written consent of the Bank, directly or indirectly, disclose or useany such information, except as required in the course of the Employee’semployment by the Bank.

2.                                       Duringthe Employee’s employment with the Bank and for two (2) years following theEmployee’s Termination of Employment, the Employee shall not, without the priorwritten consent of the Bank, engage in, become interested in, directly orindirectly, as a sole proprietor, as a partner in a partnership, as a member ofa limited liability company, or as a substantial shareholder in a corporation,or become associated with, in the capacity of employee, director, officer,principal, agent, trustee or in any other capacity whatsoever, any enterpriseconducted in the trading area (a fifty (50) mile radius) of the business of theBank, which enterprise is, or may deemed to be, competitive with any businesscarried on by the Bank as of the date of the Employee’s Termination ofEmployment.

3.                                       Duringthe Employee’s employment with the Bank and for two (2) years following the Employee’sTermination of Employment, the Employee shall not, without the prior writtenconsent of the Bank, directly or indirectly, induce or influence, or seek toinduce or influence, any person who is engaged, as an employee, agent,independent contractor or otherwise, by the Bank, to terminate such person’sengagement by the Bank.

----

4.                                       TheEmployee shall not commit, cause to be committed, or permit to be committed,any act which may be held under the laws of the state of California toconstitute unfair competition.

D.                                    SuicideOr Misstatement.

Notwithstanding anyprovision of this Agreement to the contrary, no benefit shall be payable underthis Agreement to any person if the Employee commits suicide within two (2)years after the date of this Agreement or if the Employee has made any materialmisstatement of fact on any application for life insurance purchased by theBank.

## 3.05.        Source Of Benefits.

A.                                   Allbenefits payable pursuant to this Agreement shall be paid from the generalassets of the Bank. The Bank is not obligated to segregate any of its assets inconnection with the Agreement benefits, nor to fund or otherwise secure itsobligation to pay such benefits.

B.                                     Ifthe Bank elects to provide for the payment of its obligations hereunder through(i) the purchase of any contract of insurance, (ii) any investmentproduct, (iii) the establishment of a trust, or (iv) otherwise, neitherthe Employee nor any Beneficiary who acquires a right to receive paymentshereunder shall have rights or interest in any such contract, product, trust orother arrangement greater than those of an unsecured general creditor of theBank.

C.                                     Allamounts of compensation deferred under the Agreement, all property and rightspurchased with such amounts, and all income attributable to such amount,property or rights, shall remain, until made available to the Employee or theEmployee’s Beneficiary, solely the property and rights of the Bank, withoutregard to the provision of benefits under the Agreement and subject only to theclaims of the general creditors of the Bank.

## 3.06.        Repayment Of Overpayment Of Benefits.

By accepting payment(s)under this Agreement, the Employee or the Employee’s Beneficiary receiving thepayment agrees that, in the event of overpayment, the Employee or the Employee’sBeneficiary will promptly repay the amount of overpayment without interest;provided that, if the Employee or the Employee’s Beneficiary has not repaid theoverpayment within thirty (30) days after notice, the Employee or the Employee’sBeneficiary will also pay an amount equal to simple interest at the rate 

----

determined by the Bank onthe unpaid amount from the date of overpayment to the date of repayment and, inaddition, will pay all legal fees, court costs and the reasonable time value ofthe Bank, or any of its employees or agents, related to the collection of suchoverpayment.

## 3.07.        Recovery Of Estate Taxes.

If the Employee’s grossestate, for federal estate tax purposes, includes any amount determined byreference to and on account of this Agreement, and if the Beneficiary is otherthan the Employee’s estate, then the Employee’s estate shall be entitled torecover from the Beneficiary receiving such benefit under the terms of thisAgreement an amount by which the total estate tax due by the Employee’s estate,exceeds the total estate tax which would have been payable if the value of suchbenefit had not been included in the Employee’s gross estate.  If there is more than one person receivingsuch benefit, the right of recovery shall be against each such person.  In the event the Beneficiary has a liabilityhereunder, the Beneficiary may petition the Bank for a lump sum payment in anamount not to exceed the Beneficiary’s liability hereunder.

## 3.08.        Withholding.

The Bank may withholdfrom any benefit payable under the Agreement all federal, state or local taxesthat may be required to be withheld pursuant to applicable law.

## 3.09.        Payments To Incapacitated Individuals.

If a benefit is payableto a minor, to a person declared incapacitated, or to a person incapable ofhandling the disposition of his or her property, the Bank may make all benefitdistributions to the person(s) or institution(s) which are providing for thecare and maintenance of the distributee, and continue to make distributions tothem until a duly appointed legal representative of the distributee makes aclaim for the payment.  If a valid claimis made by a duly appointed legal representative of the distributee, the Bankshall pay such benefit to the guardian, legal representative or person havingthe care or custody of such minor, incapacitated person or incapableperson.  The Bank may require proof ofincapacity, minority or guardianship as it may deem appropriate prior todistribution of the benefit.  Paymentsmade pursuant to the terms of this paragraph shall constitute a distribution tothe Employee or Beneficiary entitled thereto, and shall immediately dischargethe Bank of any further liability therefore.

 

----

#  

# ARTICLE 4.  BENEFITCLAIMS AND APPEALS

## 4.01.        Request For Information.

Any Employee orBeneficiary may request such information concerning the Employee’s orBeneficiary’s rights or benefits under this Agreement as is required to bedisclosed under Part 1, Subtitle B, Title I of ERISA.  The Bank shall respond, in writing, within areasonable time, not to exceed thirty (30) days, unless the failure to respondresults from matters reasonably beyond the Bank’s control.

## 4.02.        Claim For Benefits.

Claims for benefits shallbe processed as soon as administratively feasible and without unreasonabledelay due to causes beyond the control of the Bank.  A written ruling on each claim for benefitsshall be delivered to the Employee or Beneficiary making the claim.  If the claim is denied in any respect, theruling shall set forth the specific reasons for such denial, written in amanner calculated to be understood by the Employee or Beneficiary, including:

A.                                   Specificreferences to pertinent Agreement provisions on which the denial is based;

B.                                     Adescription of any additional material or information necessary for theclaimant to perfect the claim;

C.                                     Anexplanation of why such material or information is needed; and

D.                                    Anexplanation of the Agreement’s review procedure for denied claims.

Such ruling shall be madewithin thirty (30) days from the date the claim is received by the Bank.  If information upon which the ruling is basedis not available, the Bank shall make a prompt effort to secure all informationneeded and make its ruling.  If the claimis not acted upon within one hundred twenty (120) days of the claim, theclaimant may proceed to the review stage as if the claim had been denied.

## 4.03.        Review Of Denied Claim.

If a claim for benefitshas been denied by the Bank, then within ninety (90) days after receipt of theruling (or two hundred ten (210) days of the claim if the claim has not beenacted upon within one hundred twenty (120) days of the claim), the Employee orBeneficiary making the claim or the Employee’s or Beneficiary’s authorizedrepresentative may file a written 

----

request for review on aform furnished by the Bank, giving the Employee or Beneficiary thirty (30) daysnotice thereof, and notifying said claimant that said claimant may submit awritten statement and documents, or appear personally at such or both, to givewhatever facts or evidence the claimant feels bears upon the claim, reviewpertinent documents and records and submit issues and comments in writing.  The Bank shall make a full and fair review ofthe record, including the written and oral information submitted by theclaimant.  Within thirty (30) days, theBank shall render a decision and, if the claim is again denied, the Bank shallset forth the specific reasons for such denial written in a manner calculatedto be understood by the Employee or Beneficiary.  Such ruling shall contain the sameinformation required by the Claim For Benefits paragraph, above.

## 4.04.        Resolution Of Disputes.

Any claim under thisAgreement that has not been resolved under the preceding provisions of thisAgreement shall be resolved pursuant to the provisions of this Resolution OfDisputes paragraph.

A.                                   Negotiation/Mediation.

If any dispute arisesover performance under the terms of this Agreement, the parties shall use theirbest efforts for a period of thirty (30) days to resolve the dispute byagreement through negotiation or mediation. To commence the dispute resolution process, any party may serve writtennotice on the other parties specifically identifying the dispute and requestingthat efforts at resolution begin.  If theparties are unable to agree after reasonable negotiations among them, mediationshall be initiated upon written request by any party and a mediator shall beselected by the parties from (i) the Retired Judges Registry maintained by theCalifornia Judges Association, (ii) the Sacramento Arbitration and MediationServices, or (iii) Judicat (Mediator). The parties shall submit to the Mediator all written, documentary andother evidence and such oral testimony as is necessary for a proper resolutionof the dispute.  When and as requested bythe Mediator, the parties shall meet promptly in good faith efforts to resolvethe dispute.

B.                                     BindingArbitration.

If the parties’ goodfaith efforts at resolving the dispute by agreement through negotiation ormediation are unsuccessful within the thirty (30) day period set forth in theNegotiation/ Mediation paragraph, above, or such longer period as mutuallyagreed by the parties, such dispute between the parties shall be 

----

submitted to, andconclusively determined by, binding arbitration in accordance with this BindingArbitration paragraph.

1.                                       Theparties agree that the Mediator selected pursuant to the Negotiation/Mediationparagraph, above, shall serve as the Arbitrator; provided, however, that ifsuch Mediator is unable or unwilling to serve, then an Arbitrator shall beselected by the parties from the list of individuals affiliated with JudicialArbitration and Mediation Services, Inc. If the parties are unable to agree upon an Arbitrator, each party shallselect an Arbitrator and the Arbitrators so selected shall select a thirdArbitrator.

2.                                       Anyarbitration hearing shall be conducted in Butte County, California.  The law applicable to the arbitration of anydispute shall be the law of the State of California, excluding its laws ofevidence.  Except as otherwise providedin this Agreement, the arbitration shall be governed by the rules ofarbitration of the American Arbitration Association.

3.                                       Inno event shall the Arbitrator’s award include any component of punitive orexemplary damages.  The parties shallequally bear all costs of arbitration.

## 4.05.        Time.

The filing of claims orreceipt of notices of rulings and any event starting a time period shall be deemedto commence with personal delivery signed for by the claimant or by affidavitof personal service, or the date of actual receipts for certified or registeredmail (or date returned if delivery is refused or a claimant has moved withoutgiving the Bank a forwarding address).

# ARTICLE 5.  ADMINISTRATION

## 5.01.        Employment Records.

The Bank shall maintainpermanent employment records to show dates of employment and Termination ofEmployment, compensation, and such other information as necessary or appropriatein the administration of the Agreement for the Employee.

----

## 5.02.        Reports And Disclosure.

The Bank shall prepare,file and distribute, in a timely manner, all reports and information to bedisclosed to the Employee as may be required by ERISA.

## 5.03.        Powers And Duties Of The Bank.

The Bank shall administerthe Agreement in accordance with its terms and shall have the power anddiscretion to construe the terms of the Agreement, resolve any ambiguities inthe Agreement, and to determine all questions arising in connection with theadministration, interpretation and application of the Agreement.  Any such determination by the Bank shall beconclusive and binding upon all persons. The Bank may establish procedures, correct any defect, supply anyinformation, or reconcile any inconsistency in such manner and to such extentas shall be deemed necessary or advisable to carry out the purpose of theAgreement; provided, however, that any such procedure, discretionary act,interpretation or construction shall be consistent with the intent set forth inthe Income Tax Status and ERISA Status paragraphs above.

# ARTICLE 6.  MISCELLANEOUS

## 6.01.        Binding Effect.

This Agreement shall bebinding upon and inure to the benefit of the Bank, its successors and assigns,the Employee and the Employee’s spouse, heirs, executors, administrators andlegal representatives.

## 6.02.        Amendment.

No waiver or modificationof any part of this Agreement shall be valid unless the amendment is in writingsigned by the Bank and the Employee. Notwithstanding any other provision of this Agreement to the contrary,the Bank may amend this Agreement at any time, without the consent of theEmployee, effective as of any date, if the Bank determines in its sole andabsolute discretion that the amendment is necessary or appropriate in order toeither (i) maintain the status of the Agreement as set forth in the Income TaxStatus paragraph or ERISA Status paragraph above, or (ii) if the Agreementwould otherwise result in significant financial penalties or be otherwisesignificantly detrimental to the Bank (other than the financial impact ofpaying the benefits under the Agreement), regardless of the effect of any suchamendment on the Employee or the benefits with respect to the Employee.

----

## 6.03.        Termination.

If not terminated at anearlier date, this Agreement shall terminate as of the earliest date on whichthe Bank’s obligations to the Employee and his Beneficiary(ies) have beensatisfied.  Upon termination of theAgreement, no distributions of benefits shall be made that are not otherwisepermitted by the Agreement, unless such distributions are permitted under Codesection 409A or the lawful guidance published by the Treasury Department or theIRS pursuant to Code section 409A.

## 6.04.        Alienation.

No benefits under thisAgreement shall be subject in any manner to anticipation, alienation, sale,transfer, assignment, pledge, encumbrance or charge.  Any attempt to so anticipate, alienate, sell,transfer, assign, pledge, encumber or charge the same shall be void.  Nor shall any such benefits in any manner beliable for or subject to the debts, contracts, liabilities, domestic relationsorders or torts of the person entitled to such benefits except to the extentrequired by ERISA.

## 6.05.        Applicable Law.

This Agreement shall beconstrued, administered and governed in all respects by the laws of the UnitedStates of America to the extent applicable, and otherwise by the laws of thestate of California.

## 6.06.        Enforcement.

If any action at law orin equity, or if the services of any attorney are necessary to enforce orinterpret the terms of this Agreement, then, except as provided in theResolution of Disputes paragraph, above, the prevailing party shall be entitledto reasonable attorneys’ fees, costs and necessary disbursements in addition toany other relief to which that party may be entitled.

## 6.07.        Severability.

If any provision of thisAgreement is held by a court of competent jurisdiction to be invalid orunenforceable, the remaining provisions hereof shall continue to be fullyeffective without being impaired or invalidated in any way.

----

## 6.08.        Waiver.

Waiver of breach of anyprovision of this Agreement shall not be deemed to be a waiver of any otherprovision or of any subsequent breach of such provision.

## 6.09.        Headings.

The paragraph headingsappearing in this Agreement shall not be deemed to govern, limit, modify, or inany way affect the scope, meaning or intent of this Agreement.

## 6.10.        Entire Agreement.

This Agreementconstitutes the entire agreement between the Bank and the Employee as itrelates to the salary continuation benefits under this Agreement.  This Agreement supersedes all prior andcontemporaneous agreements, understandings and representations between theparties, whether written or oral, with respect to the subject matter hereof.

IN WITNESS WHEREOF, theBank and the Employee have caused this Agreement to be executed on the datelast written below.
|        |           | BANK:                |
|--------|-----------|----------------------|
|   |      |                 |
|   |      | BUTTE COMMUNITY BANK |
|   |      |                 |
|   |      |                 |
| Date:  | 9-18-2006 |                 | By: | //s// Don Leforce |   |
|   |      |                 | Title: | Chairman |   |
|   |      |                 |   |   |   |
|   |      |                 |   |   |   |
|   |      |                 | EMPLOYEE: |   |   |
|   |      |                 |   |   |   |
|   |      |                 |   |   |   |
| Date:  | 9-12-2006 |                 | By: | //s// K C Robbins |   |
|   |      |                 |   | Keith  Robbins |   |
|        |           |                      |  |  |  |  |  |  |  |  |  |

 

----