**Exhibit10.1.1**

AMENDMENT TO EMPLOYMENTAGREEMENT

OF APRIL 27, 1995

MODIFIED AUGUST 3, 2005

 

COMPENSATION COMMITTEE RESOLUTION OF INCREASED BENEFITS

FOR KEITH ROBBINS

 

WHEREAS, Mr. Robbins willreach the age 65 in February 2007 and has indicated that he would considerworking five additional years thereafter, and whereas the Board has indicatedits desire for Mr. Robbins to continue beyond his 65th birthday as chief Executive Officer andPresident of the Bancorp and Bank, the Compensation Committee recommends thefollowing supplemental benefits as inducement for Mr. Robbins to continueservice past age 65.

A.                                   Increasinghis salary continuation benefits from $150,000 per year (plus cost of livingincreases) for 20 years from the date of retirement, to $175,000.00 per year(plus cost of living increases) for 20 years from the date of retirement. Thebenefit increase would be subject to vesting at 25% per year, and Mr. Robbinswould become vested in this increase at the rate of an additional $6,250 perfull year of employment past age 65.

B.                                     Providelife, supplemental life, health and dental insurance coverage as presentlyprovided to Mr. Robbins and family (family to only include spouse and eligibledependent children as defined by the Bank insurance policy), for a period notto exceed 20 years beginning after retirement. Mr. Robbins would be entitled to5 years of such coverage beginning at the time of retirement, after hecompletes a full year of service past age 65 and such coverage would increaseat the rate of 5 additional years of coverage for each additional year ofservice completed by Mr. Robbins past age 65. In the event, the Bancorp or Bankis unable to include Mr. Robbins into the Bancorp’s or Bank’s group plan, theBancorp and/or Bank will provide to Mr. Robbins, the incremental amount ofpremiums for such health coverage above what Medicare covers, to reach the samelevel of coverage provided at the time of retirement. In addition, if there isa change in federal health care coverage to provide for some type of a nationalhealth plan then the benefit for health coverage to Mr. Robbins pursuant tothis paragraph would only be the cost of the premiums above that which isprovided by the national health plan to provide him with the same level ofhealth coverage that he has at the time of retirement. Finally, if Mr. Robbinsor his family relocates to another state, the cost of benefits provided by thisparagraph would be limited to an amount not to exceed what the cost of suchbenefits would be for California residents.

The CompensationCommittee has determined the extra cost to the Company for the supplementalsalary continuation benefits.  Thisamount net of the tax savings using an effective tax rate of 41% and net of theoffset by the delayed payment of current benefits), would not result in anyincreased expense to the Company, assuming Mr. Robbins receives all of theproposed increase.  Based upon currentcosts, the Compensation Committee has also determined the cost of theadditional life, supplemental life, health and dental insurance for 20 yearsfor himself and his family also would not have a cost to the bank, due to thesavings from the deferred payout of the retirement plan. As a consideration Mr.Robbins will no longer accrue vacation credit as his contribution andresponsibilities are not directly associated with standard banking hours.

**RESOLVED THAT**, having consideredthe importance of Mr. Robbins continuing employment past age 65 and the costsof the proposed increased benefits for Mr. Robbins, the Compensation Committeerecommends unanimously to the Board of Directors of Community Valley Bancorp toapprove (i) an amendment of Mr. Robbins salary continuation agreement toprovide for increasing his salary continuation benefits from $150,000 per year(plus cost of living increases) 

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for 20 years from date of retirement, to $175,000 peryear (plus cost of living increases) for 20 years from date of retirement,provided such benefit increase would be subject to vesting at 25% per year, inwhich Mr. Robbins would become vested in the increase at the rate of anadditional $6,250 per year in salary continuation benefits per full year ofemployment by Mr. Robbins past the age 65.and (ii) also provide continued life,supplemental life, health and dental insurance coverage as presently providedto Mr. Robbins and family (family to only include spouse and eligible dependentchildren as defined by the Bancorp’s or Bank’s insurance policy), for a periodnot to exceed 20 years beginning after retirement, with such extended coverageto begin with an initial 5 years of coverage beginning at time of retirementafter Mr. Robbins completes a full year of service past age 65 and increasingat the rate of 5 additional years of such coverage for each additional year ofservice completed by Mr. Robbins past age 65, provided that in the event, theBancorp or Bank is unable to include Mr. Robbins into the Bancorp’s or Bank’sgroup plan, the Bancorp and/or Bank will provide to Mr. Robbins, theincremental amount of premiums for such health coverage above what Medicarecovers, to reach the same level of coverage provided at the time of retirementand further provided that, if there is a change in federal health care coverageto provide for some type of a national health plan then the benefit for healthcoverage to Mr. Robbins after such change would only be the cost of thepremiums above that which is provided by the national health plan to providehim with the same level of health coverage that he has at the time of retirement,and finally provided that, if Mr. Robbins or his family relocates to anotherstate, the cost of benefits provided to Mr. Robbins after retirement would belimited to an amount not to exceed what the cost of such continued benefitswould be for California residents.

**FURTHER RESOLVED THAT**, theproviding of Mr. Robbins and his family with these supplemental benefits areexclusive to Mr. Robbins and his family and that no inference should be drawnthat any other director, executive officer or employee of Bancorp or Bank shallbe entitled to similar supplemental benefits.
|        |      |   |   | BANK:                  |              |   |   |
|--------|-----------|--------|--------|------------------------|-------------------|--------|--------|
|   |      |   |   |                   |              |   |   |
|   |      |   |   | BUTTE COMMUNITY BANK   |              |   |   |
|   |      |   |   |                   |              |   |   |
| Date:  | 9-18-2006 |   | By:    | //s// Don Leforce      |              |   |   |
|   |      |   | Title: | Chairman of the  Board |              |   |   |
|   |      |   |   |                   |              |   |
|   |      |   |   |                   |              |   |
|   |      |   |   | EMPLOYEE:              |              |   |
|   |      |   |   |                   |              |   |
| Date:  | 9-12-2006 |   |   | By:                    | //s// K C Robbins |   |
|   |      |   |   | Keith C Robbins        |              |   |   |
|        |           |        |        |                        |                   |        |        |  |  |  |  |  |  |  |  |  |  |  |

 

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