UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2008~~2009

Commission File Number 0-51678

COMMUNITY VALLEY BANCORP

(Exact name of registrant as specified in its charter)

California		68-0479553
State of incorporation		I.R.S. Employer Identification Number

1360 E. Lassen Avenue
Chico, California		95973
Address of principal executive offices		Zip Code

(530) 899-2344

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act: Common Stock, No Par Value

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ~~o No~~ x No o

Indicate by check mark whether the ~~Registrant~~registrant ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~and posted on its corporate Web site, if any, every Interactive Data File required to be ~~filed~~submitted byand posted ~~Section 13~~pursuant orto ~~15(d)~~Rule 405 of ~~the~~Regulation ~~Securities~~S-T ~~Exchange~~(§ ~~Act~~232.405 of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit ~~such reports),~~ and ~~(2) has~~post ~~been subject to~~ such ~~filing~~ ~~requirements for the past 90 days~~files). Yes o No o

Yes x No o

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o

Non-accelerated filer o		Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of June 30, ~~2008~~2009, the aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $306.87 million, based on the sales price reported to the Registrant on that date of $63.7510 per share.

Shares of Common Stock held by each officer and director and each person owning more than five percent of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of the affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares of Common Stock of the registrant outstanding as of ~~March~~April 2512, ~~2009~~2010 was 6,699,603.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement relating to the Annual Meeting of Shareholders to be held on June 43, ~~2009~~2010, are incorporated by reference into Part III of this Report.

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TABLE OF CONTENTS

PART I			3
		Item 1. Business	3
	Item 1.	Business	3
		Item 1a. Risk Factors	21
	Item 1a.	Risk Factors	20
		Item 1b. Unresolved Staff Comments	24
	Item 1b.	Unresolved Staff Comments	24
		Item 2. Properties	24
	Item 2.	Properties	24
		Item 3. Legal Proceedings	26
	Item 3.	Legal Proceedings	26
		Item 4. Submission of Matters to a Vote of Security Holders	26
	Item 4.	Not Applicable
PART II			26
		Item 5. Market for Registrants Common Equity and Related Shareholder Matters and Issuer Purchases of Equity Securities	26
	Item 5.	Market for Registrants Common Equity and Related Shareholder Matters and Issuer Purchases of Equity Securities	26
		Item 6. Selected Financial Data	28
	Item 6.	Selected Financial Data	29
		Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
		Item 7a. Quantitative and Qualitative Disclosures About Market Risk	54
	Item 7a.	Quantitative and Qualitative Disclosures About Market Risk	55
		Item 8. Financial Statements and Supplementary Data	54
	Item 8.	Financial Statements and Supplementary Data	55
		Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	54
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	55
		Item 9a. Controls and Procedures	54
	Item 9a.	Controls and Procedures	55
		Item 9b. Other Information	55
	Item 9b.	Other Information	57
PART III			5657
		Item 10. Directors and Executive Officers and Corporate Governance	56
	Item 10.	Directors and Executive Officers and Corporate Governance	57
		Item 11. Executive Compensation	56
	Item 11.	Executive Compensation	57
		Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	56
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	57
		Item 13. Certain Relationships and Related Transactions and Director Independence	56
	Item 13.	Certain Relationships and Related Transactions and Director Independence	57
		Item 14. Principal Accountant Fees and Services	56
	Item 14.	Principal Accountant Fees and Services	57
PART IV			5658
		Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K	56
	Item 15.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K	58
SIGNATURES			6062

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PART I

Item 1. Business

Forward Looking Statements

Certain statements contained in this Annual Report on Form 10-K that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements are not specifically identified. These statements are based on management’s beliefs and assumptions, and on information available to management as of the date of this document. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions, including the risks discussed under the heading “Risk Factors” and elsewhere in this report. The Company’s actual future results and shareholder values may differ materially from those anticipated and expressed in these forward-looking statements. Many of the factors that will determine these results and values, including those discussed under the heading “Risk Factors ~~That May Affect Results~~,” are beyond the Company’s ability to control or predict. Investors are cautioned not to put undue reliance on any forward-looking statements. In addition, the Company does not have any intention or and assumes no obligation to update forward-looking statements after the date of the filing of this report, even if new information, future events or other circumstances have made such statements incorrect or misleading. Except as specifically noted herein all referenced to the “Company” refer to Community Valley Bancorp, a California corporation, and its consolidated subsidiaries.

Recent Developments

On March 31, 2009, Butte Community Bank finalized the sale of its merchant processing portfolio to Elavon (formerly known as NOVA Information Systems). In consideration for the merchant business through the purchase of all interest in the Bank’s principal assets used in its merchant credit card and debit card processing business, the Bank realized a one time pre tax gain of $2,640,000. The Bank will continue to offer merchant processing business to our customers through our marketing alliance with Elavon.

On September 18, 2009, the Company gave formal written notice to the NASDAQ Stock Market of its intention to voluntarily delist its common stock from the NASDAQ Capital Market. The decision to delist was part of the overall strategy to conserve resources and improve cost effectiveness as the benefits of maintaining a NASDAQ listing have not materialized. Considering the limited trading volume and low trading prices on NASDAQ, the Company concluded a listing on NASDAQ does not justify the expense and administrative burden associated with maintaining such listing.

As a result of the Company’s 2009 strategic cost reduction plan, in March of 2009 the Gridley Loan Production Office (LPO) was consolidated with the full service Yuba City Office. In December 2009, the Redding Offices were consolidated into one location on Hilltop Drive. These offices were less than two miles apart and streamlining banking operations is part of the Company’s strategic plan to decrease expenses and increase efficiencies. In February 2010, the Citrus Heights Loan Production Office was consolidated with the Yuba City Office. With the slowdown in the real estate market, the consolidation of both LPOs into the Yuba City Office will allow the Company to continue to service its customers and provide opportunities for its lenders to gain exposure to all areas of lending.

On December 30, 2009, the Company, pursuant to a loan participation and debt conversion agreement (“Agreement”) converted $3.3 million in outstanding debt into shareholders’ equity by issuing preferred stock in a private placement transaction. The $3.3 million outstanding debt of the Company was the net balance of the principal amount of a loan from Pacific Coast Bankers’ Bank (“PCBB”) to the Company that was collateralized by all of the outstanding common stock of the Bank. As part of the transaction, $1.2 million of the $3.3 million loan from PCBB was participated by PCBB to certain accredited investors, including certain directors of the Company. The participated debt of $1.2 million was then converted into 240,000 shares of 6% Mandatory Convertible Cumulative Preferred Stock Series A (“Preferred Stock Series A”). The remaining $2.1 million of $3.3 million debt was converted into 105,647 shares of 8% Cumulative Perpetual Preferred Stock Series B (“Preferred Stock Series B”) that was issued in a private placement transaction to Pacific Coast Bankers’ Bank. As part of the debt conversion, all of the outstanding shares of common stock of the Bank held as collateral for the $3.3 million debt was released to the Company.

On December 31, 2009, Keith C. Robbins, longtime President and CEO of the Company and CEO of the Bank, retired from the daily management of the Company and the Bank. Mr. Robbins will continue as a director of the Company and the Bank and also serve as a member of the ALCO committee of the board of directors. John Coger has been named to replace Mr. Robbins as the new president and chief executive officer of the Company and the Bank. Regulatory approval was received on January 21, 2009. In addition to being a board member, Mr. Coger is also the chairman of the Asset Liability Committee and was the driving force behind the formation of the Bank in 1989.

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As a result of a regularly scheduled and recently concluded joint Federal Deposit Insurance Corporation (FDIC) and California Department of Financial Institutions (DFI) examination, management expects to receive a formal order (“Order”) from the FDIC and the DFI. The Order is expected to include provisions to further strengthen and improve asset quality, enhance problem loan identification policies and procedures including identification of impaired loans and troubled debt restructured loans, reduce the level of classified assets, maintain certain capital ratios and request regulatory approval prior to paying any cash dividends. At this time, management does not know what impact the Order will have on the Company’s business strategies. Various strategic options are being evaluated and management continues to act upon both tactical and strategic alternatives to raise capital and restructure the Company’s balance sheet. The Company formed a Board appointed Capital Augmentation Committee (“Committee”) and has engaged a financial advisor to explore alternatives to assist the Company in resolving its capital deficiency issues.

The Company incurred a net loss of $(27,508,000) for the year ended December 31, 2009 and reported net income of $2,739,000 and $6,459,000 for the years ended December 31, 2008 and 2007, respectively. The 2009 loss was primarily the result of significant increases in the provision for loan losses, increases in costs associated with foreclosed real estate and continued compression of the interest margin caused by 2008 interest rate reductions and increased amounts of non-accrual loans. Furthermore, a valuation allowance provided against our deferred tax assets during the fourth quarter of 2009 also negatively impacted our results. The severe net loss caused the Bank to be under-capitalized. The culmination of net losses in recent quarters has restricted our operations and has had a negative impact on our operations, liquidity and capital adequacy.

General

The Company

Community Valley Bancorp (the “Company”) is a California corporation registered as a financial holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), and is headquartered in Chico, California. The Company was incorporated in July, 2001 and acquired all of the outstanding shares of Butte Community Bank (the “Bank”) in May, 2002. The Company’s ~~principal~~ principal subsidiary is the Bank. On July 10, 2007 the Company formed a wholly-owned subsidiary, Community Valley Bancorp Trust II (the “Trust”), which is a Delaware statutory business trust, for the purpose of issuing trust ~~preferred~~ preferred securities. The proceeds from the Trust were used to redeem 100% of the trust preferred securities issued by the 2002 Community Valley Bancorp Trust I. After redemption Community Valley Bancorp Trust I was dissolved (see Note 9 to the Consolidated Financial Statements in Part II - Item 8). The Company also has an insurance subsidiary in the name of Butte Community Insurance Agency, LLC which was formed in December 2004 to provide a full service insurance agency offering all lines of coverage. The Company exists primarily for the purpose of holding the stock of the Bank and of such other subsidiaries as it may acquire or establish.

In March 2008, the Company announced an offer to purchase up to 1,000,000 shares of its common stock at a purchase price of $13.00. A total of 1,572,907 shares of common stock were tendered and the Company purchased a total of 999,939 shares for $12,999,000 at $13.00 per share representing a pro-rata share of the tendered shares of 63.38%, on May 5, 2008.

The Company’s principal source of income is currently dividends from the Bank, but the Company intends to explore additional supplemental sources of income in the future. The expenditures of the Company, including (but not limited to) the payment of dividends to shareholders, if and when declared by the Board of Directors, and the cost of servicing debt will generally be paid from such payments made to the Company by the Bank.

At December 31, ~~2008~~2009, the Company had consolidated assets of $~~595~~538.25 million, deposits of $~~526~~498.52 million and shareholders’ equity of $4016.1 0 million.

The Company’s Administrative Offices are located at 1360 East Lassen Avenue, Chico, California and its telephone number is (530) 899-2344. References herein to the “Company” include the Company and its subsidiaries, unless the context indicates otherwise.

The Company files annual, quarterly and other reports under the Securities Exchange Act of 1934 with the Securities and Exchange Commission. These reports are posted and are available at no cost on the Company’s website, www.communityvalleybancorp.com through the reports link, as soon as reasonably practicable after the Company files such documents with the SEC. The Company’s filings are also available through the SEC’s website at www.sec.gov.

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The Bank

Butte Community Bank was incorporated under the laws of the State of California on May 11, 1990 and commenced operations as a California state-chartered commercial bank on December 14, 1990. The Bank’s Administrative Office is located at 1360 East Lassen Avenue, Chico, California. The Bank is an insured bank under the Federal Deposit Insurance Act up to the maximum limits thereof and is participating in the separate FDIC Transaction Account Guarantee Program. Under that program, through December 31, ~~2009~~ 2010, all noninterest-bearing transaction accounts are fully guaranteed by the FDIC for the entire amount in the account. The Bank is not a member of the Federal Reserve System. At December 31, ~~2008~~ 2009, the Bank had approximately $~~591~~532.63 million in assets, $~~486~~434.51 million in loans and $~~527~~500.1 million in deposits.

We operate seven full-service branch offices in four Butte County communities, one full-service branch office in Sutter County, two full-service branches in Tehama County, one full-service branch in Yuba County, one full-service branch in Colusa County, ~~three~~and two full-service branches in Shasta County. During 2009, management ~~one~~evaluated ~~Loan~~its ~~Production~~administrative ~~office~~and retail branch facilities in ~~Sacramento~~order to ~~County~~identify opportunities for greater efficiencies in its operational structure. As a result of our expense control initiative, ~~and~~due ~~one~~to ~~Loan~~the downturn ~~Production~~in ~~office~~the economy, a few locations were consolidated. The Gridley LPO moved to the Yuba City full service branch and in ~~Butte~~Redding, ~~County~~the Churn Creek branch consolidated with the Hilltop branch. In 2010, the Citrus Heights LPO moved to the Yuba City branch. Management considers these moves as part if its strategic plan to decrease expenses and increase efficiencies to continue to meet the needs of its customers. We offer a full range of banking services to individuals and various-sized businesses in the communities we serve. The locations of those offices are:

Chico:	Main Office	Paradise	South Paradise Branch
	2041 Forest Avenue		672 Pearson Road
	Administrative Headquarters 1360 East Lassen Avenue		North Paradise Branch 6653 Clark Road
	North Chico Branch	Oroville	Oroville Branch
	237 West East Avenue		2227 Myers Street
	Central Chico Branch	Magalia	Magalia Branch
	900 Mangrove Avenue		14001 Lakeridge Circle
Citrus Heights	Citrus Heights Loan Office 5959 Greenback Lane#450	Yuba City	Yuba City Branch 1600 Butte House Road
Colusa	Colusa Branch 1017 Bridge Street	Yuba City	Yuba City Branch 1600 Butte House Road
Redding	~~Redding~~Hilltop Branch ~~2951~~1335 ~~Churn~~Hilltop ~~Creek~~Drive	Red Bluff	Red Bluff Branch 10 Gilmore Rd
	Hilltop Branch 1335 Hilltop Drive	Anderson	Anderson Branch 5026 Rhonda Road
Marysville	Marysville Branch 904 B Street	Anderson	Anderson Branch 5026 Rhonda Road
Marysville	Marysville Branch	Colusa	Colusa Branch
Corning	Corning Branch
	904 B Street		1017 Bridge Street
	950 Hwy 99W
Gridley	Gridley Loan Office	Corning	Corning Branch
	1010 Spruce Street		950 Hwy 99W

In addition, our, Data Processing, Call Center and Bank Card Center are located at 1390 Ridgewood Drive, Chico. Our Real Estate Loan Center and Central ~~Note~~ Note Department are located at 1360 East Lassen Avenue, Chico. We also have specialized credit centers for agricultural lending and construction and real estate lending within a number of these branch offices. These facilities are located in the cities of Chico, Paradise, and Oroville in Butte County, the city of Yuba City in Sutter County, ~~The~~the cities of Red Bluff and Corning in Tehama County, the city of Marysville in Yuba County, the city of Colusa in Colusa County, ~~the city of Citrus Heights in Sacramento County,~~ and the cities of Anderson and Redding in Shasta County. Throughout the history of Butte Community Bank, our growth has been exclusively by establishing de novo full-service branch offices and credit centers in various locations in California’s Northern Sacramento Valley and foothill region. With a predominant focus on personal service, Butte Community Bank has positioned itself as a multi-community independent bank serving the financial needs of individuals and businesses, including agricultural and real estate customers in Butte County and other surrounding counties. Our principal retail lending services include home equity and consumer loans. In addition, we have three other significant dimensions which surround this core of retail community banking: Agricultural lending, commercial lending, and real estate financing (both construction and long term).

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The Agricultural Credit Centers located in Yuba City, Chico, and Red Bluff provide a complete line of credit services in support of the agricultural activities which are key to the continued economic development of the communities we serve. “Ag lending” clients include a full range of individual farming customers and small business farming organizations.

The Bank Card Center, headquartered in Chico, provides a range of credit, debit and ATM card services, which are made available to each of the customers served by the branch banking offices. In addition, we staff our Chico, Paradise, Oroville, Red Bluff, ~~and~~ Yuba City and Redding offices with real estate lending specialists. These officers are responsible for a complete line of land acquisition and development loans, construction loans for residential and ~~commercial~~ commercial development, and the origination of multifamily credit facilities. ~~Secondary~~ ~~market services are provided through the Bank’s affiliations with Fannie Mae and various non-governmental programs.~~ The Bank services ~~these~~ real estate loans sold on the secondary market, and as of year end ~~2008~~ 2009 the portfolio serviced real estate loans was in excess of $970.34 million ~~(in September 2007 the portfolio of serviced loans was sold and in March 2008 the Bank resumed the retention of the servicing)~~. We also have an orientation toward Small Business Administration lending and have been designated as a Preferred Lender since 1998. ~~The Bank’s SBA program generated approximately $2.1 million in loans during the past year.~~ It is anticipated that loans under this program will be an increasing segment of our loan portfolio over the next few years. The Bank ~~was~~has ~~also~~historically ~~recognized~~been asone ~~the~~of ~~fourth largest USDA Business and~~the ~~Industry~~most ~~(B&I)~~active ~~Lender~~lenders in the ~~nation~~state ~~during~~of ~~2008~~California ~~based~~and onthe Nation. In addition, the ~~origination~~Bank ~~of nineteen~~services loans totaling $128.3 ~~more~~million ~~than~~originated ~~$38~~under ~~million~~the USDA B&I program. The primary ~~purpose~~ purposes of the ~~B&I~~ program isare to stimulate the local economy, create additional employment, attract additional commercial investment capital and support potential growth in tax revenue, which will improve the quality of life for rural residents.

As of December 31, ~~2008~~2009, the principal areas in which we directed our lending activities, and the percentage of our total loan portfolio for which each of these areas was responsible, were as follows: (i) agricultural loans (69%); (ii) commercial and industrial (including SBA and B&I) loans (1719%); (iii) real estate loans (commercial and construction) (6458%); and (iv) consumer ~~loans~~ loans (1314%).

In addition to the lending activities noted above, we offer a wide range of deposit products for the retail banking market including checking, ~~interest~~ interest bearing transaction, savings, time certificates of deposit, ~~and~~ retirement accounts, and business sweep, ~~Certificate of Deposit Account Registry Service (CDARS)~~ as well as telephone banking, ~~and~~mobile banking, and internet banking with bill pay options. As of December 31, 2008, we had 40,808 deposit accounts with balances totaling approximately $526 million, compared to 35,946 deposit accounts with balances totaling approximately $501 million at December 31, 2007. Butte Community Bank attracts deposits through its customer-oriented product mix, competitive pricing, convenient locations, extended hours drive-up and on-line banking, all provided with the highest level of customer service.

We also offer other products and services to our customers, which complement the lending and deposit services previously reviewed. These include cashier’s checks, traveler’s checks, bank-by-mail, ATM, night depository, safe ~~deposit~~ deposit boxes, direct deposit, automated payroll services, cash management, lockbox, remote deposit capture and other customary banking services. Shared ATM and Point of Sale (POS) networks allow customers access to the national and international funds transfer networks. We have ~~one~~two remote ~~ATM~~ATMs which ~~is located~~are located in a hospital and ~~five~~the Company’s administrative building, and five script machines located in four different movie theaters and one restaurant. These locations facilitate cash advances which would not otherwise be available to consumers at non-branch locations, thereby increasing consumer convenience. In addition to such specifically oriented customer applications, we provide ~~safe deposit,~~ wire transfer capabilities and a convenient customer service group in our Call Center to answer questions and assure a high level of customer satisfaction with the level of services and products we provide. Most of the Bank’s deposits are attracted from individuals, business-related sources and smaller municipal entities. This results in a relatively modest average deposit balance of approximately $1211,~~400~~ 100 at December 31, ~~2008~~2009, but makes the Bank less subject to adverse effects from the loss of a substantial depositor who may be seeking higher yields in other markets or who may have need of money otherwise on deposit with the Bank, especially during periods of inflation or conservative monetary policies. The Bank has had a relationship with a local title company for many years. They have kept substantial deposit balances over the years but beginning in 2007and continuing throughout 2008, with the downturn in the real estate market, these balances decreased.

For non-deposit services, we have a strategic alliance with Linsco Private Ledger Financial Services. Through this arrangement, our registered and licensed representatives provide Bank customers with convenient access to annuities, insurance products, mutual funds, and a full range of investment products which are not FDIC insured. They conduct business from all of our full service offices.

We do not believe there is a significant demand for additional trust services in our service areas, and we do not operate or have any present intention to seek authority to operate a Trust Department. We believe that the cost of establishing and operating such a department would not be justified by the potential income to be gained there from.

The officers and employees of the Bank are continually engaged in ~~marketing~~ marketing activities, including the evaluation and development of new products ~~and~~ and services, which enable the Bank to retain and improve its competitive ~~position~~ position in its service ~~area~~areas. All of these developments are meant to increase ~~public~~ public convenience and enhance public access to the electronic payments system. ~~The~~ The cost to the Bank for these development, implementation, and marketing activities cannot expressly be calculated with any degree of certainty.

5The Bank holds no patents or licenses (other than licenses required by appropriate bank regulatory agencies), franchises, or concessions. The Bank is not dependent on a single customer or group of related customers for a material portion of its deposits. There has been no material effect upon the Bank’s capital expenditures, earnings, or competitive position as a result of Federal, state, or local environmental regulation.

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The Bank holds no patents or licenses (other than licenses required by appropriate bank regulatory agencies), franchises, or concessions. The Bank is not dependent on a single customer or group of related customers for a material portion of its deposits, nor is a material portion of the Bank’s loans concentrated within a single industry or group of related industries. There has been no material effect upon the Bank’s capital expenditures, earnings, or competitive position as a result of Federal, state, or local environmental regulation.

Recent Developments

During 2008 the Company completed the Tender Offer to purchase up to 1 million shares of its common stock described above. In addition, as a result of the declining interest rates, the Company issued trust preferred securities (under Community Valley Bancorp Trust II). The proceeds from the Trust were used in 2008 to redeem 100% of the trust preferred securities issued by the 2002 Community Valley Bancorp Trust I. After redemption Community Valley Trust I was dissolved.

In February 2008, the Company sold and simultaneously entered into long-term operating lease agreements on seven of its properties with proceeds from the sale of approximately $15.3 million and a net gain of $5.6 million which has been deferred and will be recognized over the 15 year term of the leases.

On December 31, 2008, Butte Community Bank signed a Letter of Intent to sell its merchant processing portfolio to Elavon (formerly known as NOVA Information Systems). In consideration for the merchant business through the purchase of all interest in the Bank’s principal assets used in its merchant credit card and debit card processing business, Elavon will pay the Bank $3,000,000 upon consummation of the acquisition. The Bank will continue to offer merchant processing business to our customers through our marketing alliance with Elavon. The sale is scheduled to close before the end of the first quarter 2009.

Competition

The banking business in California generally, and specifically in our market areas, is highly competitive with respect to virtually all products and services and has become increasingly more so in recent years. The industry continues to consolidate and strong, unregulated competitors have entered banking markets with focused products targeted at highly profitable customer segments. Many largely unregulated competitors are able to compete across geographic boundaries and provide customers increasing access to meaningful alternatives to banking services in nearly all significant products. These competitive trends are likely to continue.

With respect to commercial bank competitors, the business is largely dominated by a relatively small number of major banks with many offices operating over a wide geographical area. These banks have, among other advantages, the ability to finance wide-ranging and effective advertising campaigns and to allocate their investment resources to regions of highest yield and demand. Many of the major banks operating in the area offer certain services which we do not offer directly but may offer indirectly through correspondent institutions. By virtue of their greater total capitalization, such banks also have substantially higher lending limits than we do.

In addition to other banks, competitors include savings institutions, ~~credit~~ credit unions, and numerous non-banking institutions such as finance companies, leasing companies, insurance companies, brokerage firms, and investment banking firms. In recent years, increased competition has also developed from specialized finance and non-finance companies that offer wholesale finance, ~~credit~~ credit card, and other consumer finance services, including on-line banking ~~services~~ services and personal finance software. Strong competition for deposit and loan ~~products~~ products affects the rates of those products as well as the terms on which they ~~are~~ are offered to customers. Mergers between financial institutions have placed additional pressure on banks within the industry to streamline their operations, reduce expenses, and increase revenues to remain competitive. Competition has also intensified due to recently enacted federal and state interstate banking laws, which permit banking organizations to expand geographically, and the California market has been particularly attractive to out-of-state institutions. The Financial Modernization Act, which, effective March 11, 2000, ~~has~~ made it possible for full affiliations to occur between banks and securities firms, insurance companies, and other financial companies, isand ~~also~~has ~~expected~~intensified ~~to intensify~~ competitive conditions.

Technological innovation has also resulted in increased competition in financial services markets. Such innovation has, for example, made it possible for non-depository institutions to offer customers automated transfer payment services that previously have been considered traditional banking products. In addition, many customers now expect a choice of several delivery systems and channels, including telephone, mail, home computer, mobile, remote deposit capture, ATMs, self service branches, and/or in-store branches. In addition to other banks, the sources of competition for such products include savings associations, credit unions, brokerage firms, money market and other mutual funds, asset management groups, finance and insurance companies, internet-only ~~financial~~ financial intermediaries, and mortgage banking firms.

6For many years, we have countered this increasing competition by providing our own style of community-oriented, personalized service. We rely upon local promotional activity, personal contacts by our officers, directors, employees, and shareholders, automated 24-hour banking, and the individualized service which we can provide through our flexible policies. In addition, to meet the needs of customers with electronic access requirements, the Company has embraced the electronic age and installed telephone banking, internet banking with bill payment capabilities, and mobile banking. This high tech and high touch approach allows the individual to customize the Bank’s contact methodologies to their particular preference. Moreover, for customers whose loan demands exceed our legal lending limit, we attempt to arrange for such loans on a participation basis with correspondent banks. We also assist our customers in obtaining from our correspondent banks other services that the Bank may not offer.

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For many years, we have countered this increasing competition by providing our own style of community-oriented, personalized service. We rely upon local promotional activity, personal contacts by our officers, directors, employees, and shareholders, automated 24-hour banking, and the individualized service which we can provide through our flexible policies. In addition, to meet the needs of customers with electronic access requirements, the Company has embraced the electronic age and installed telephone banking and personal computer and internet banking with bill payment capabilities. This high tech and high touch approach allows the individual to customize the Bank’s contact methodologies to their particular preference. MOREver, for customers whose loan demands exceed our legal lending limit, we attempt to arrange for such loans on a participation basis with correspondent banks. We also assist our customers in obtaining from our correspondent banks other services that the Bank may not offer.

Our credit card business is subject to an even higher level of competitive pressure than our general banking business. There are a number of major banks and credit card issuers that are able to finance often highly successful advertising campaigns with which community banks generally do not have the resources to compete. As a result, our credit card balances outstanding are much more likely to increase at a slower rate than that which might be seen in nationwide issuers’ year-end statistics. Additional competition comes from many non-financial institutions, such as providers of various retail products, which offer many types of credit cards.

Employees

As of December 31, ~~2008~~2009 the Company had ~~168~~139 full-time and ~~110~~ 116 part-time employees. On a full time equivalent basis, the Company’s staff level was ~~248~~227 at December 31, ~~2008~~2009, as compared to ~~260~~248 at December 31, ~~2007~~2008. None of our employees is concurrently represented by a union or covered by a collective bargaining agreement. Management of the Company believes its employee relations are satisfactory.

Regulation and Supervision

The Company and the Bank are subject to significant regulation by federal and state regulatory agencies. The following discussion of statutes and regulations is only a brief summary and does not purport to be complete. This discussion is qualified in its entirety by reference to such statutes and regulations. No assurance can be given that such statutes or regulations will not change in the future.

The Company

The Company is a financial holding company within the meaning of the Bank Holding Company Act of 1956 and is registered as such with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). A financial holding company is required to file with the Federal Reserve Board annual reports and other information regarding its business operations and those of its subsidiaries. It is also subject to examination by the Federal Reserve Board and is required to obtain Federal Reserve Board approval before acquiring, directly or indirectly, ownership or control of any voting shares of any bank if, after such acquisition, it would directly or indirectly own or control more than 5% of the voting stock of that bank, unless it already owns a majority of the voting stock of that bank.

The Federal Reserve Board has by regulation determined certain activities in which a financial holding company may or may not conduct business. A financial holding company must engage, with certain exceptions, in the business of banking or managing or controlling banks or furnishing services to or performing services for its subsidiary banks.

The Bank

As a California state-chartered bank whose accounts are insured by the FDIC, the Bank is subject to regulation, supervision and regular examination by the Department of Financial Institutions (the “DFI”) and the FDIC. In addition, while the Bank is not a member of the Federal Reserve System, it is subject to certain regulations of the Federal Reserve Board. The regulations of these agencies govern most aspects of the Bank’s business, including the making of periodic reports by the Bank, and the Bank’s activities relating to dividends, investments, loans, borrowings, capital requirements, certain check-clearing activities, branching, mergers and acquisitions, reserves against deposits and numerous other areas. Supervision, legal action and examination of the Bank by the FDIC are generally intended to protect depositors and are not intended for the protection of shareholders.

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~~The~~Supervision ~~earnings~~ and growth of the Bank are largely dependent on its ability to maintain a favorable differential or “spread” between the yield on its interest-earning assets and the rate paid on its deposits and other interest-bearing liabilities. As a result, the Bank’s performance is influenced by general economic conditions, both domestic and foreign, the monetary and fiscal policies of the federal government, and the policies of the regulatory agencies, particularly the Federal Reserve Board. The Federal Reserve Board implements national monetary policies (such as seeking to curb inflation and combat recession) by its open-market operations in United States Government securities, by adjusting the required level of reserves for financial institutions subject to its reserve requirements and by varying the discount rate applicable to borrowings by banks which are members of the Federal Reserve System. The actions of the Federal Reserve Board in these areas influence the growth of bank loans, investments and deposits and also affect interest rates charged on loans and deposits. In addition, the US government has passed legislation designed to stimulate the economy and stabilize the financial and housing markets. Further discussion is found later under Recent Legislation and Other Changes. The nature and impact of any future changes in monetary policies cannot be predicted.Regulation

~~Capital~~The ~~Adequacy Requirements~~Company

The Company ~~and~~is ~~the~~a ~~Bank~~financial ~~are~~holding ~~subject~~company towithin the ~~regulations~~meaning of the ~~Federal~~Financial ~~Reserve~~Holding ~~Board~~Company ~~and~~Act ~~the~~of ~~FDIC,~~1956 ~~respectively, governing capital adequacy. Those regulations incorporate both risk-based~~ and ~~leverage~~is ~~capital~~registered ~~requirements.~~as ~~Each of~~such ~~the~~with ~~federal regulators has established risk-based and leverage capital guidelines for~~ the ~~banks~~Board ~~or bank holding companies it regulates, which set~~of ~~total~~Governors ~~capital requirements and define capital in terms~~ of ~~“core~~the ~~capital elements,”~~Federal orReserve ~~Tier~~System 1(the ~~capital; and~~ “~~supplemental~~Federal ~~capital~~Reserve ~~elements,~~Board”). ~~or Tier 2~~A ~~capital.~~financial ~~Tier~~holding 1company ~~capital~~ is ~~generally~~required ~~defined~~to asfile ~~the~~with ~~sum of~~ the ~~core~~Federal ~~capital~~Reserve Board ~~elements~~annual ~~less~~reports ~~goodwill~~ and ~~certain~~ other ~~deductions,~~information ~~notably~~regarding ~~the~~its ~~unrealized~~business ~~net gains~~operations ~~or losses (after tax adjustments) on available for sale investment~~and ~~securities~~those ~~carried~~of atits ~~fair market value~~subsidiaries. ~~The~~It ~~following~~is ~~items~~also ~~are~~subject ~~defined~~to ~~as core~~examination ~~capital~~by ~~elements:~~the ~~(i) common shareholders’ equity; (ii) trust~~Federal ~~preferred~~Reserve ~~securities~~Board ~~are~~and ais ~~form~~required ~~of long-term borrowing that currently qualifies as Tier 1 capital not~~ to ~~exceed~~obtain ~~25%~~Federal ofReserve ~~pro-forma~~Board ~~Tier~~approval ~~1 capital; (iii) qualifying~~before ~~non-cumulative~~acquiring, ~~perpetual~~directly ~~preferred~~or ~~stock~~indirectly, ~~and~~ownership ~~related~~or ~~surplus~~control ~~(not to exceed 25%~~ of ~~pro-forma~~any ~~Tier~~voting 1shares ~~capital);~~of any ~~and~~bank ~~(iv) minority~~if, ~~interests~~after insuch ~~the~~acquisition, ~~equity accounts~~it ofwould ~~consolidated~~directly ~~subsidiaries.~~or ~~Supplementary~~indirectly ~~capital~~own ~~elements~~or ~~include: (i) allowance~~control ~~for loan and lease losses (but not~~ more than ~~1.25~~5% of anthe ~~institution’s~~voting ~~risk-weighted assets); (ii) perpetual preferred~~ stock ~~and~~of ~~related~~that ~~surplus not qualifying as core capital; (iii) hybrid capital instruments~~bank, ~~perpetual~~unless ~~debt~~it ~~and mandatory~~already ~~convertible~~owns ~~debt instruments; and (iv) term subordinated debt~~a ~~and~~majority ~~intermediate-term preferred stock and related surplus. The maximum amount~~ of ~~supplemental~~the ~~capital~~voting ~~elements~~stock ~~which qualifies as Tier 2 capital is limited to 100%~~ of ~~Tier~~that ~~1 capital, net of goodwill~~bank.

~~The~~We ~~minimum~~and ~~required~~our ~~ratio~~subsidiary ofare ~~qualifying~~prohibited ~~total~~from ~~capital~~engaging ~~to total~~in ~~risk-weighted~~certain ~~assets is 8.0% (“Total Risk~~tie-~~Based~~in ~~Capital~~arrangements ~~Ratio”),~~in atconnection ~~least~~with ~~one half~~any ofextension ~~which must be in the form~~ of ~~Tier 1 capital~~credit, ~~and~~sale ~~the minimum required~~or ~~ratio~~lease of ~~Tier~~property 1or ~~capital~~provision toof ~~total risk-weighted assets is 4~~services.0% ~~(“Tier~~For ~~1 Risk-Based~~example, ~~Capital~~with ~~Ratio”). Risk-based capital ratios are calculated to provide~~certain aexceptions, ~~measure~~the ofbank ~~capital~~may ~~that~~not ~~reflects~~condition ~~the~~an ~~degree~~extension of ~~risk~~credit ~~associated~~on ~~with~~ a ~~banking~~customer ~~organization’s~~obtaining ~~operations~~other ~~for~~services ~~both~~provided ~~transactions~~by ~~reported~~us, on the ~~balance~~bank ~~sheet as~~or ~~assets,~~any ~~and~~other ~~transactions,~~subsidiary ~~such as letters~~ of ~~credit and recourse~~ ~~arrangements~~ours, ~~which~~or ~~are~~on ~~recorded~~a aspromise ~~off-balance~~by ~~sheet items. Under~~ the ~~risk-based~~ ~~capital~~customer ~~guidelines,~~not ~~the~~to ~~nominal~~obtain ~~dollar~~other ~~amounts~~services ~~of assets and credit-equivalent amounts of off-balance sheet items are multiplied by one of several risk adjustment percentages, which range~~ from ~~0% for assets with low~~a ~~credit risk, such as certain U~~competitor. S.In ~~Treasury securities~~addition, tofederal ~~100%~~law ~~for~~imposes ~~assets~~certain ~~with relatively~~restrictions ~~high credit risk, such as business loans. As of December 31, 2008~~on ~~and~~transactions ~~2007,~~between the ~~Bank’s~~bank ~~Total Risk-Based Capital Ratios were 10.4%~~ and ~~11.4%, respectively and~~ its ~~Tier 1 Risk-Based Capital Ratios were 9~~affiliates.1% ~~and 10.4%, respectively.~~ As ~~of December 31~~affiliates, ~~2008 and 2007,~~ the ~~Company’s~~bank ~~Total~~and ~~Risk-Based~~we ~~Capital~~are ~~was~~subject, ~~10.0%~~with ~~and~~certain ~~14.1% respectively~~exceptions, ~~and~~to ~~its Tier 1 Risk-Based Capital Ratio was 8.8% and 13.1% respectively. While~~ the ~~Company~~provisions ~~and the Bank continue to meet all~~ of ~~their~~federal ~~regulatory capital requirements, the primary~~law ~~reason~~imposing ~~for~~limitations ~~the~~on ~~decrease in both the Company’s~~ and ~~the~~requiring ~~Bank’s~~collateral ~~ratios~~for ~~was~~extensions ~~the result~~ of ~~the tender offer completed in 2008. The risk-based capital requirements also take into account concentrations of~~ credit ~~(i.e., relatively~~by ~~large proportions of loans involving one borrower, industry, location, collateral or loan type) and~~ the ~~risks~~bank ~~of “non-traditional” activities (those that have not customarily been part of the banking business). The regulations require institutions with high or inordinate levels of risk~~ to ~~operate~~any ~~with higher minimum capital standards, and authorize the regulators to review an institution’s management of such risks in assessing an institution’s capital adequacy~~affiliate.

The risk-based capital regulations also include exposure to interest rate risk as a factor that the regulators will consider in evaluating a bank’s capital adequacy. Interest rate risk is the exposure of a bank’s current and future earnings and equity capital arising from adverse movements in interest rates. While interest risk is inherent in a bank’s role as financial intermediary, it introduces volatility to bank earnings and to the economic value of the bank.Bank

~~The~~As a ~~FDIC~~California ~~and~~state-chartered ~~the~~bank ~~Federal~~whose ~~Reserve~~accounts ~~Board~~are ~~also~~insured ~~require~~by the ~~maintenance~~FDIC ~~of a~~up ~~leverage capital ratio designed~~ to ~~supplement the risk-based capital~~ ~~guidelines.~~applicable ~~Banks~~limits ~~and~~per ~~bank~~depositor, ~~holding~~the ~~companies~~Bank ~~that~~is ~~have~~subject ~~received~~to ~~the~~regulation, ~~highest~~supervision ~~rating~~and ofregular ~~the~~examination ~~five categories used~~ by ~~regulators~~the toDFI ~~rate banks~~ and ~~are~~the ~~not anticipating~~FDIC. orIn ~~experiencing~~addition, ~~any~~while ~~significant~~the ~~growth~~Bank ~~must~~is not ~~maintain~~ a ~~ratio~~member of ~~Tier~~ 1the ~~capital~~Federal ~~(net~~Reserve ofSystem, ~~all~~it ~~intangibles)~~is subject to ~~adjusted total assets (“Leverage~~certain ~~Capital~~regulations ~~Ratio”)~~ of atthe ~~least~~Federal 3%Reserve Board. ~~All~~The ~~other~~regulations ~~institutions~~of ~~are~~these ~~required to maintain~~agencies agovern ~~leverage~~most ~~ratio~~aspects of atthe ~~least~~Bank’s ~~100~~business, toincluding ~~200~~the ~~basis~~making ~~points~~of ~~above~~periodic reports by the ~~3% minimum~~Bank, ~~for a~~and ~~minimum~~the ofBank’s 4%activities torelating ~~5%. Pursuant~~ to ~~federal~~dividends, ~~regulations~~investments, loans, ~~banks~~borrowings, ~~must maintain~~ capital ~~levels~~requirements, ~~commensurate~~certain ~~with~~check-clearing ~~the level of risk to which they are exposed~~activities, ~~including~~branching, ~~the~~mergers ~~volume~~ and ~~severity~~acquisitions, ofreserves ~~problem~~against ~~loans,~~deposits and ~~federal~~numerous other ~~regulators~~areas. ~~may~~Supervision, ~~however,~~ ~~set~~legal ~~higher~~action ~~capital~~and ~~requirements~~examination ~~when~~of athe ~~bank’s~~Bank ~~particular~~by ~~circumstances~~the FDIC ~~warrant.~~are Asgenerally ofintended ~~December 31,~~to ~~2008~~protect depositors and ~~2007,~~are ~~the~~not ~~Bank’s~~intended ~~Leverage~~for ~~Capital~~the ~~Ratios~~protection ~~were~~of 8shareholders.~~2% and 9.3%, respectively.~~

The earnings and growth of the Bank are largely dependent on its ability to maintain a favorable differential or “spread” between the yield on its interest-earning assets and the rate paid on its deposits and other interest-bearing liabilities. As a result, the Bank’s performance is influenced by general economic conditions, both domestic and foreign, the monetary and fiscal policies of the federal government, and the policies of the regulatory agencies. California law presently permits a bank to locate a branch office in any locality in the state. Additionally, California law exempts banks from California usury laws. The nature and impact of any future changes in monetary policies cannot be predicted.

Capital Standards

The FRB has risk-based capital adequacy guidelines intended to provide a measure of capital adequacy that reflects the degree of risk associated with a banking organization’s operations for both transactions reported on the balance sheet as assets, and transactions, such as letters of credit and recourse arrangements, which are reported as off-balance-sheet items. Under these guidelines, nominal dollar amounts of assets and credit equivalent amounts of off-balance-sheet items are multiplied by one of several risk adjustment percentages, which range from 0% for assets with low credit risk, such as certain U.S. government securities, to 100% for assets with relatively higher credit risk, such as business loans.

A banking organization’s risk-based capital ratios are obtained by dividing its qualifying capital by its total risk-adjusted assets and off-balance-sheet items. The regulators measure risk-adjusted assets and off-balance-sheet items against both total qualifying capital (the sum of Tier 1 capital and limited amounts of Tier 2 capital) and Tier 1 capital. Tier 1 capital consists of common stock, retained earnings, noncumulative perpetual preferred stock and minority interests in certain subsidiaries, less most other intangible assets. Tier 2 capital may consist of a limited amount of the allowance for loan and lease losses and certain other instruments with some characteristics of equity. The inclusion of elements of Tier 2 capital is subject to certain other requirements and limitations of the federal banking agencies. Since December 31, 1992, the FRB and the FDIC have required a minimum ratio of qualifying total capital to risk-adjusted assets and off-balance-sheet items of 8%, and a minimum ratio of Tier 1 capital to risk-adjusted assets and off-balance-sheet items of 4%.

In addition to the risk-based guidelines, the FRB requires banking organizations to maintain a minimum amount of Tier 1 capital to average total assets, referred to as the leverage ratio. For a banking organization rated in the highest of the five categories used by regulators to rate banking organizations, the minimum leverage ratio of Tier 1 capital to total assets is 3%. It is improbable; however, that an institution with a 3% leverage ratio would receive the highest rating by the regulators since a strong capital position is a significant part of the regulators’ ratings. For all banking organizations not rated in the highest category, the minimum leverage ratio

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Asis ofat ~~December 31,~~least ~~2008~~100 ~~and~~to ~~2007,~~200 ~~the~~basis ~~Company’s~~points ~~leverage~~above ~~capital~~the 3% ~~ratios~~minimum. Thus, ~~were~~the ~~8.1%~~effective ~~and~~minimum leverage ~~11.6%~~ratio, ~~respectively,~~for ~~exceeding~~all ~~regulatory~~practical ~~minimums.~~purposes, Atis ~~December 31, 2008~~at ~~and~~least ~~2007~~4% ~~the~~or ~~Company~~5%. In ~~met~~addition ~~all~~to ofthese ~~its~~uniform risk-based capital ~~adequacy~~ guidelines and ~~the Bank~~leverage ~~was~~ratios ~~considered~~that ~~“well~~apply ~~capitalized”~~across ~~under~~ the ~~prompt~~industry, ~~corrective~~the ~~action~~FRB ~~provisions.~~and ~~See~~FDIC ~~Part II,~~have ~~Item~~the 7,discretion ~~Management’s~~to ~~Discussion~~set ~~and~~individual ~~Analysis~~minimum ~~of Financial~~capital ~~Condition~~requirements ~~and~~for specific ~~Results~~institutions ofat ~~Operation~~rates —significantly ~~Liquidity~~above ~~and~~the ~~Market~~minimum ~~Risk~~guidelines and ~~Management~~ratios.

~~Prompt~~A ~~Corrective~~bank ~~Action~~that ~~Provisions~~does not achieve and maintain the required capital levels may be issued a capital directive by the FDIC to ensure the maintenance of required capital levels. As discussed above, the Company is required to maintain certain levels of capital, as is the Bank. The Company and the Bank were both under-capitalized at December 31, 2009. In addition, subsequent to a regulatory examination in 2009, the Bank is required to maintain a Tier 1 leverage ratio of 10%. See page 54, Capital Resources and Note 12 to the Consolidated Financial Statements for more comprehensive discussions on the Company’s regulatory capital requirements. The regulatory capital guidelines as well as the actual capitalization for the Bank and Company as of December 31, 2009 follow:

Federal law requires each federal banking agency to take prompt corrective action to resolve the problems of insured financial institutions, including but not limited to those that fall below one or more prescribed minimum capital ratios. The federal banking agencies have by regulation defined the following five capital categories: “well capitalized” (Total Risk-Based Capital Ratio of 10%; Tier 1 Risk-Based Capital Ratio of 6%; and Leverage Ratio of 5%); “adequately capitalized” (Total Risk-Based Capital Ratio of 8%; Tier 1 Risk-Based Capital Ratio of 4%; and Leverage Ratio of 4%) (or 3% if the institution receives the highest rating from its primary regulator); “undercapitalized” (Total Risk-Based Capital Ratio of less than 8%; Tier 1 Risk-Based Capital Ratio of less than 4%; or Leverage Ratio of less than 4%) (or 3% if the institution receives the highest rating from its primary regulator); “significantly undercapitalized” (Total Risk-Based Capital Ratio of less than 6%; Tier 1 Risk-Based Capital Ratio of less than 3%; or Leverage Ratio less than 3%); and “critically undercapitalized” (tangible equity to total assets less than 2%). A bank may be treated as though it were in the next lower capital category if after notice and the opportunity for a hearing, the appropriate federal agency finds an unsafe or unsound condition or practice so warrants, but no bank may be treated as “critically undercapitalized” unless its actual capital ratio warrants such treatment.

	Requirement for the Bank to be:
	Adequately Capitalized	Well Capitalized	Bank	Company
Tier 1 leverage capital ratio	4.0%	5.0%	4.1%	3.0%
Tier 1 risk-based capital ratio	4.0%	6.0%	4.8%	3.5%
Total risk-based capital ratio	8.0%	10.0%	6.0%	6.2%

AtPrompt ~~each~~Corrective successively lower capital category, an insured bank is subject to increased restrictions on its operations. For example, a bank is generally prohibited from paying management fees to any controlling persons or from making capital distributions if to do so would make the bank “undercapitalized.” Asset growth and branching restrictions apply to undercapitalized banks, which are required to submit written capital restoration plans meeting specified requirements (including a guarantee by the parent holding company, if any). “Significantly undercapitalized” banks are subject to broad regulatory authority, including among other things, capital directives, forced mergers, restrictions on the rates of interest they may pay on deposits, restrictions on asset growth and activities, and prohibitions on paying certain bonuses without FDIC approval. Even more severe restrictions apply to critically undercapitalized banks. Most importantly, except under limited circumstances, not later than 90 days after an insured bank becomes critically undercapitalized, the appropriate federal banking agency is required to appoint a conservator or receiver for the bank.Action

InFederal ~~addition~~banking toagencies ~~measures~~possess ~~taken~~broad ~~under~~powers ~~the~~to ~~prompt~~ take corrective ~~action provisions,~~and ~~insured~~other ~~banks~~supervisory ~~may~~action ~~be subject~~ to ~~potential~~resolve ~~actions~~the byproblems ~~the~~of ~~federal~~insured ~~regulators~~depository ~~for~~institutions, ~~unsafe~~including orthose ~~unsound~~institutions ~~practices~~that infall ~~conducting~~below ~~their~~one ~~businesses~~ or ~~for~~more ~~violations~~prescribed ofminimum ~~any~~capital ~~law~~ratios described above. An institution that, ~~rule~~based upon its capital levels, ~~regulation~~is orclassified ~~any~~as ~~condition~~well ~~imposed~~capitalized, inadequately ~~writing~~capitalized, or byundercapitalized ~~the~~may ~~agency~~be ortreated ~~any~~as ~~written~~though ~~agreement~~it ~~with~~were in the ~~agency.~~next ~~Enforcement~~lower ~~actions may~~capital ~~include~~category if the ~~issuance~~appropriate offederal ~~cease~~banking ~~and desist orders~~agency, ~~termination~~after ofnotice ~~insurance of~~and ~~deposits~~opportunity ~~(in~~for ~~the~~hearing, ~~case~~determines ofthat aan ~~bank),~~unsafe ~~the~~or ~~imposition~~unsound ofcondition ~~civil~~or ~~money~~an unsafe ~~penalties,~~or ~~the issuance~~unsound ofpractice ~~directives~~warrants tosuch ~~increase~~treatment. At ~~capital,~~each ~~formal~~successive ~~and~~lower ~~informal~~capital ~~agreements~~category, oran ~~removal~~insured ~~and~~depository ~~prohibition~~institution ~~orders~~is ~~against~~subject ~~“institution-affiliated”~~to ~~parties~~more restrictions.

~~Safety~~In addition to measures taken under the prompt corrective action provisions, commercial banking organizations may be subject to potential enforcement actions by the federal regulators for unsafe or unsound practices in conducting their businesses or for violations of any law, rule, regulation, or any condition imposed in writing by the agency or any written agreement with the agency. Enforcement actions may include the imposition of a conservator or receiver, the issuance of a consent order that can be judicially enforced, the termination of insurance of deposits (in the case of a depository institution), the imposition of civil money penalties, the issuance of directives to increase capital, the issuance of formal and ~~Soundness~~informal ~~Standards~~agreements, the issuance of removal and prohibition orders against institution-affiliated parties and the enforcement of such actions through injunctions or restraining orders based upon a judicial determination that the agency would be harmed if such equitable relief was not granted. Additionally, a holding company’s inability to serve as a source of strength to its subsidiary banking organizations could serve as an additional basis for a regulatory action against the holding company.

The federal banking agencies have also adopted guidelines establishing safety and soundness standards for all insured depository institutions. Those guidelines relate to internal controls, information systems, internal audit systems, loan underwriting and documentation, compensation and interest rate exposure. In general, the standards are designed to assist the federal banking agencies in identifying and addressing problems at insured depository institutions before capital becomes impaired. If an institution fails to meet these standards, the appropriate federal banking agency may require the institution to submit a compliance plan and institute enforcement proceedings if an acceptable compliance plan is not submitted.

Premiums for Deposit Insurance

The ~~FDIC~~deposit ~~merged~~insurance ~~the~~fund ~~Bank~~of ~~Insurance~~the ~~Fund~~FDIC ~~(BIF)~~insures ~~and~~our customer ~~the~~deposits ~~Savings Association~~up ~~Insurance~~to ~~Fund~~prescribed ~~(SAIF)~~limits tofor ~~form~~each ~~the~~depositor. The Federal Deposit Insurance ~~Fund~~Reform ~~(DIF)~~Act ~~on March 31,~~of ~~2006~~2005 inand ~~accordance with~~ the Federal Deposit Insurance Reform Conforming Amendments Act of 2005~~. As a~~ ~~result~~amended of the ~~merger~~insurance of deposits by the ~~BIF~~FDIC and ~~SAIF,~~collection ~~all~~of assessments from insured depository institutions ~~are~~for ~~subject to~~deposit ~~the~~insurance. The ~~same~~FDIC ~~assessment~~approved ~~rate~~a ~~schedule.~~final ~~The~~rule in ~~amount~~2006 and ~~each~~amended ~~institution~~the isrule in ~~assessed~~February 2009 that sets an insured depository isinstitution’s ~~based~~assessment ~~upon~~rate ~~statutory~~on different factors that ~~include~~pose ~~the~~a ~~balance~~risk of ~~insured~~loss ~~deposits as~~to ~~well as~~ the ~~degree~~Deposit ofInsurance ~~risk~~Fund, including the institution’s ~~poses~~recent tofinancial ~~the~~ratios and ~~insurance~~supervisory ~~fund.~~ratings, and level of reliance on a significant amount of ~~The~~secured ~~FDIC~~liabilities ~~approved~~or ~~final~~significant ~~rules to~~amount ~~determine~~of ~~risk-based~~brokered ~~assessment~~deposits ~~rates~~(except onthat ~~November 2,~~the ~~2006,~~factor ~~with~~of ~~rates~~brokered ~~effective~~deposits onwill ~~January 1,~~not ~~2007,~~be ~~however~~considered ~~new~~for ~~rules were~~well capitalized ~~proposed~~institutions inthat ~~2008. An~~are ~~insured~~not ~~depository institution’s~~accompanied ~~assessment~~by ~~rate~~rapid ~~under~~growth). The ~~the~~FDIC ~~final~~also ~~rule~~in February is2009 ~~based~~set on the ~~new~~ assessment ~~rate~~base ~~schedule,~~rates ~~its~~to ~~long-term~~range ~~debt~~between ~~issuer~~$0.12 ~~ratings~~to or$0.16 ~~recent~~per ~~financial~~$100 of insured ~~ratios~~deposits ~~and~~on ~~supervisory~~an ~~ratings~~annual basis. ~~The proposed~~In ~~rules~~May ~~would~~2009, the ~~also~~FDIC ~~look~~imposed ata ~~other~~special ~~factors~~assessment ~~that~~of ~~increase~~5 ~~risks~~basis topoints ~~the~~on each insured ~~FDIC~~depository institution’s ~~insurance~~assets ~~fund. These~~less ~~increases in~~its ~~assessments~~Tier or1 ~~the~~capital ~~assessment~~payable ~~rate~~on ~~could~~September 30, 2009 ~~have~~with a ~~material~~ceiling ~~adverse~~of ~~effect~~10 onbasis points of an institution’s domestic ~~our~~deposits. In ~~business~~November 2009, ~~financial~~the FDIC ~~condition,~~approved ~~results~~a offinal ~~operations~~rule to orrequire all ~~cash~~insured ~~flows, depending~~depository oninstitutions including the ~~amount~~Bank to prepay three years of FDIC assessments in the ~~increase. Furthermore~~fourth quarter of 2009, except in the ~~FDIC~~event such prepayment is ~~authorized~~waived toby ~~raise~~the ~~insurance~~FDIC. The ~~premiums~~amount ~~under~~of this prepaid assessment was $ ~~certain~~3.9 ~~circumstances~~million ~~and~~which the Bank paid on ~~February~~December 2731, 2009,. While ~~passed~~the anprepaid ~~interim~~assessments ~~rule that allows~~are itnot tocharged against ~~charge~~income ~~banks~~for a2009 ~~special~~but ~~assessment~~rather ofexpensed 20quarterly ~~basis~~based ~~points~~on ~~(bps)~~the onFDIC’s ~~insured~~quarterly ~~deposits~~assessment tocalculation ~~replenish~~over ~~the~~three ~~deposit~~years ~~insurance~~beginning ~~fund.~~in ~~This~~2010, ~~special~~the ~~assessment~~amount paid will bereduce ~~collected~~the incash and liquidity of the ~~third~~Bank ~~quarter~~at ofyear end 2009 and subsequent periods. Due to

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~~Since January of 2007,~~ the ~~previous~~significant ~~nine~~losses ~~risk~~at ~~classifications~~failed ~~(the~~banks ~~risk-based~~and expected ~~assessment~~losses ~~matrix)~~for ~~were~~banks ~~consolidated~~that ~~into~~will ~~four risk categories. However~~fail, ~~capital~~ ~~ratios~~it ~~and~~is ~~supervisory~~likely ~~ratings~~that ~~continue~~FDIC toinsurance ~~distinguish risk categories.~~fund ~~The~~assessments ~~following~~on ~~table shows~~ the ~~relationship~~Bank ~~between~~will ~~the~~increase ~~old nine-cell matrix~~ and ~~the~~ ~~new~~such ~~risk~~assessments ~~categories~~could ashave ~~well as the initial assessment rates for each new~~a ~~risk~~material ~~category.~~adverse ~~Supervisory~~effect ~~Group~~on Aour ~~generally~~business, ~~include~~financial ~~institutions~~condition, ~~with~~results ~~CAMELS~~of ~~composite~~operations ~~ratings of 1~~ or 2;cash ~~Supervisory~~flows, ~~Group~~depending Bon ~~generally~~the ~~includes institutions~~amount ~~with a CAMELS composite rating~~ of 3;the ~~and Supervisory Group C generally includes institutions with CAMELS composite ratings of 4 or 5~~increase. ~~The~~Furthermore, ~~current~~the ~~DIF~~FDIC ~~base~~is ~~assessment~~authorized ~~rates~~to raise ~~(expressed~~insurance aspremiums ~~cents~~under ~~per~~certain ~~$100 of deposits) are summarized as follows:~~circumstances.

	Supervisory Group
Capital Group	A	B	C
	I	II	III
Well Capitalized	5-7	10	28
Adequately Capitalized
	III		IV
Undercapitalized	28		43

The FDIC is authorized to terminate a depository institution’s deposit insurance upon a finding by the FDIC that the institution’s financial condition is unsafe or unsound or that the institution has engaged in unsafe or unsound practices or has violated any applicable rule, regulation, order or condition enacted or imposed by the institution’s regulatory agency. The termination of deposit insurance for the Bank would have a material adverse effect on our business, financial condition, results of operations and/or cash flows.

~~Dividends~~Federal Reserve System. The FRB requires all depository institutions to maintain non-interest bearing reserves at specified levels against their transaction accounts and non-personal time deposits. At December 31, 2009, we were in compliance with these requirements.

The Company is entitled to receive dividends, when and as declared by its subsidiary banks’ Boards of Directors. Those dividends may come from funds legally available for those dividends, as specified and limited by the California Financial Code and the U.S. Code. Under the California Financial Code, funds available for cash dividends by a California-chartered bank are restricted to the lesser of:(i) the bank’s retained earnings; or (ii) the bank’s net income for its last three fiscal years (less any distributions to shareholders made during such period). With the prior approval of the California Department of Financial Institutions (“DFI”), cash dividends may also be paid out of the greater of: (i) the bank’s retained earnings; (ii) net income for the bank’s last preceding fiscal year; or (iii) net income for the bank’s current fiscal year. If the DFI determines that the shareholders’ equity of the bank paying the dividend is not adequate or that the payment of the dividend would be unsafe or unsound for the bank, the DFI may order the bank not to pay the dividend. It is also possible, depending upon its financial condition and other factors, that a regulatory agency could assert that the payment of dividends or other payments might, under some circumstances, constitute an unsafe or unsound practice and thereby prohibit such payments.

California Corporations Code Section 500 allows the Company to pay a dividend to its shareholders only to the extent that it has retained earnings and, after the dividend, its:

· assets (exclusive of goodwill and other intangible assets) would be 1.25 times its liabilities (exclusive of deferred taxes, deferred income and other deferred credits); and

· current assets would be at least equal to current liabilities.

Additionally, the FRB’s policy regarding dividends provides that a bank holding company should not pay cash dividends exceeding its net income or which can only be funded in ways that weaken the bank holding company’s financial health, such as by borrowing. The FRB also possesses enforcement powers over bank holding companies and their non-bank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations.

In addition the Company’s ability to pay dividends is subject to certain covenants contained in the indentures relating to Trust Preferred Securities issued by CVB Trust II.

Transactions with Affiliates

The Company and any of its subsidiaries and certain related interests are deemed to be affiliates of its subsidiary banks within the meaning of Sections 23A and 23B of the Federal Reserve Act. Under those terms, loans by a subsidiary bank to affiliates, investments by them in affiliates’ stock, and taking affiliates’ stock as collateral for loans to any borrower is limited to 10% of the particular banking subsidiary’s capital, in the case of any one affiliate, and is limited to 20% of the banking subsidiary’s capital, in the case of all affiliates. In addition, such transactions must be on terms and conditions that are consistent with safe and sound banking practices; in particular, a bank and its subsidiaries generally may not purchase from an affiliate a low-quality asset, as defined in the Federal Reserve Act. These restrictions also prevent a bank holding company and its other affiliates from borrowing from a banking subsidiary of the bank holding company unless the loans are secured by marketable collateral of designated amounts. The Company and its subsidiary banks are also subject to certain restrictions with respect to engaging in the underwriting, public sale and distribution of securities.

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Interstate Banking and Branching

The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the “Interstate Banking Act”) regulates the interstate activities of banks and bank holding companies and establishes a framework for nationwide interstate banking and branching. Since June 1, 1997, a bank in one state has generally been permitted to merge with a bank in another state without the need for explicit state law authorization. However, states were given the ability to prohibit interstate mergers with banks in their own state by “opting-out” (enacting state legislation applying equality to all out-of-state banks prohibiting such mergers) prior to June 1, 1997.

Since 1995, adequately capitalized and managed bank holding companies have been permitted to acquire banks located in any state, subject to two exceptions: first, any state may still prohibit bank holding companies from acquiring a bank which is less than five years old; and second, no interstate acquisition can be consummated by a bank holding company if the acquirer would control more than 10% of the deposits held by insured depository institutions nationwide or 30% percent or more of the deposits held by insured depository institutions in any state in which the target bank has branches.

A bank may establish and operate de novo branches in any state in which the bank does not maintain a branch if that state has enacted legislation to expressly permit all out-of-state banks to establish branches in that state.

In 1995 California enacted legislation to implement important provisions of the Interstate Banking Act discussed above and to repeal California’s previous interstate banking laws, which were largely preempted by the Interstate Banking Act.

The changes effected by Interstate Banking Act and California laws have increased competition in the environment in which the Bank operates to the extent that out-of-state financial institutions directly or indirectly enter the Bank’s market areas. It appears that the Interstate Banking Act has contributed to the accelerated consolidation of the banking industry. While many large out-of-state banks have already entered the California market as a result of this legislation, it is not possible to predict the precise impact of this legislation on the Bank and the Company and the competitive environment in which they operate.

Federal Reserve System. The FRB requires all depository institutions to maintain non-interest bearing reserves at specified levels against their transaction accounts and non-personal time deposits. At December 31, 2008, we were in compliance with these requirements.

Impact of Monetary Policies. The earnings and growth of the Company are subject to the influence of domestic and foreign economic conditions, including inflation, recession and unemployment. The earnings of the Company are affected not only by general economic conditions but also by the monetary and fiscal policies of the United States and federal agencies, particularly the FRB. The FRB can and does implement national monetary policy, such as seeking to curb inflation and combat recession, by its open market operations in United States Government securities and by its control of the discount rates applicable to borrowings by banks from the FRB. The actions of the FRB in these areas influence the growth of bank loans and leases, investments and deposits and affect the interest rates charged on loans and leases and paid on deposits. The FRB’s policies have had a significant effect on the operating results of commercial banks and are expected to continue to do so in the future. The nature and timing of any future changes in monetary policies are not predictable.

Extensions of Credit to Insiders and Transactions with Affiliates. The Federal Reserve Act and FRB Regulation O place limitations and conditions on loans or extensions of credit to:

· a bank’s or bank holding company’s executive officers, directors and principal shareholders (i.e., in most cases, those persons who own, control or have power to vote more than 10% of any class of voting securities),

· any company controlled by any such executive officer, director or shareholder, or

· any political or campaign committee controlled by such executive officer, director or principal shareholder.

Loans and leases extended to any of the above persons must comply with loan-to-one-borrower limits, require prior full board approval when aggregate extensions of credit to the person exceed specified amounts, must be made on substantially the same terms (including interest rates and collateral) as, and follow credit-underwriting procedures that are not less stringent than, those prevailing at the time for comparable transactions with non-insiders, and must not involve more than the normal risk of repayment or present other unfavorable features. In addition, Regulation O provides that the aggregate limit on extensions of credit to all insiders of a bank as a group cannot exceed the bank’s unimpaired capital and unimpaired surplus. Regulation O also prohibits a bank from paying an overdraft on an account of an executive officer or director, except pursuant to a written pre-authorized interest-bearing extension of credit plan that specifies a method of repayment or a written pre-authorized transfer of funds from another account of the officer or director at the bank.

Consumer Protection Laws and Regulations. The banking regulatory agencies are focusing greater attention on compliance with consumer protection laws and their implementing regulations. Examination and enforcement have become more intense in nature, and insured institutions have been advised to monitor carefully compliance with such laws and regulations. The Company is subject to many federal and state consumer protection and privacy statutes and regulations, some of which are discussed below.

The Community Reinvestment Act (the “CRA”) is intended to encourage insured depository institutions, while operating safely and soundly, to help meet the credit needs of their communities. The CRA specifically directs the federal regulatory agencies, in examining insured depository institutions, to assess a bank’s record of helping meet the credit needs of its entire community, including low- and moderate-income neighborhoods, consistent with safe and sound banking practices. The CRA further requires the agencies to take a financial institution’s record of meeting its community credit needs into account when evaluating applications for, among other things, domestic branches, mergers or acquisitions, or holding company formations. In measuring a bank’s compliance with its CRA obligations, the regulators utilize a performance-based evaluation system which bases CRA ratings on the bank’s actual lending service and investment performance, rather than on the extent to which the institution conducts needs assessments, documents community outreach activities or complies with other procedural requirements. The agencies use the CRA assessment factors in order to provide a rating to the financial institution. The ratings range from a high of “outstanding” to a low of “substantial noncompliance.” In its last examination for CRA compliance, as of February 2007, the Bank was rated “satisfactory.”

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The Equal Credit Opportunity Act (the “ECOA”) generally prohibits discrimination in any credit transaction, whether for consumer or business purposes, on the basis of race, color, religion, national origin, sex, marital status, age (except in limited circumstances), receipt of income from public assistance programs, or good faith exercise of any rights under the Consumer Credit Protection Act.

The Truth in Lending Act (the “TILA”) is designed to ensure that credit terms are disclosed in a meaningful way so that consumers may compare credit terms more readily and knowledgeably. As a result of the TILA, all creditors must use the same credit terminology to express rates and payments, including the annual percentage rate, the finance charge, the amount financed, the total of payments and the payment schedule, among other things.

The Fair Housing Act (the “FH Act”) regulates many practices, including making it unlawful for any lender to discriminate in its housing-related lending activities against any person because of race, color, religion, national origin, sex, handicap or familial status. A number of lending practices have been found by the courts to be, or may be considered, illegal under the FH Act, including some that are not specifically mentioned in the FH Act itself.

The Home Mortgage Disclosure Act (the “HMDA”), in response to public concern over credit shortages in certain urban neighborhoods, requires public disclosure of information that shows whether financial institutions are serving the housing credit needs of the neighborhoods and communities in which they are located. The HMDA also includes a “fair lending” aspect that requires the collection and disclosure of data about applicant and borrower characteristics as a way of identifying possible discriminatory lending patterns and enforcing anti-discrimination statutes.

The Right to Financial Privacy Act (the “RFPA”) imposes a new requirement for financial institutions to provide new privacy protections to consumers. Financial institutions must provide disclosures to consumers of its privacy policy, and state the rights of consumers to direct their financial institution not to share their nonpublic personal information with third parties.

Finally, the Real Estate Settlement Procedures Act (the “RESPA”) requires lenders to provide noncommercial borrowers with disclosures regarding the nature and cost of real estate settlements. Also, RESPA prohibits certain abusive practices, such as kickbacks, and places limitations on the amount of escrow accounts.

Penalties for noncompliance or violations under the above laws may include fines, reimbursement and other penalties. Due to heightened regulatory concern related to compliance with CRA, ECOA, TILA, FH Act, HMDA, RFPA and RESPA generally, the Company may incur additional compliance costs or be required to expend additional funds for investments in its local ~~community~~communities.

Recent Legislation and Other Changes. Federal inand ~~Legislation~~state laws affecting banking are enacted from time to time, and ~~Regulation~~similarly federal and state regulations affecting banking are also adopted from time to time. The following include some of ~~Financial~~the ~~Institutions~~recent laws and regulations affecting banking.

WeIn ~~are~~May 2009 ~~subject~~the Helping Families Save Their Homes Act of 2009 was enacted to ~~extensive~~help ~~government~~consumers ~~regulation~~avoid mortgage foreclosures on their homes through certain loss mitigation actions including special forbearance, loan ~~which~~modification, ~~may~~pre-foreclosure ~~impact~~sale, ~~our~~deed in lieu of foreclosure, support ~~ability~~for toborrower ~~increase~~housing ~~our~~counseling, ~~assets~~subordinate lien resolution, and ~~earnings~~borrower relocation. The new law permits the ~~Banking~~Secretary ~~operations~~of ~~are~~Housing ~~subject~~and toUrban ~~regulation~~Development by(HUD), ~~federal~~for ~~and~~mortgages ~~state~~either ~~and~~in ~~governmental~~default ~~authorities~~or ~~and~~facing ~~are~~imminent ~~subject~~default, to: ~~various~~(1) ~~laws~~authorize ~~and~~the ~~judicial~~modification ~~and~~of such ~~administrative~~mortgages; ~~decisions~~and ~~imposing~~(2) establish ~~requirements~~a ~~and~~program ~~restrictions~~for onpayment ~~part~~of ora ~~all~~partial claim to a mortgagee who agrees to apply the claim amount to payment of ~~our~~a ~~operations~~mortgage on a 1-4family residence. ~~Because~~In ~~our~~implementing ~~business~~the law, the Secretary of HUD is ~~highly~~authorized ~~regulated,~~to (1) provide compensation to the mortgagee ~~laws,~~for ~~rules,~~lost ~~regulations~~income ~~and~~on ~~supervisory~~monthly ~~guidance~~mortgage ~~and~~payments due to interest rate ~~policies~~reduction; ~~applicable~~(2) reimburse the mortgagee from a guaranty fund in connection with activities that the mortgagee is required to usundertake ~~are~~concerning ~~subject~~repayment by the mortgagor of the amount owed to ~~regular~~HUD; ~~modification~~(3) make payments to the mortgagee on behalf of the borrower, under terms defined by HUD; and ~~change~~(4) make mortgage modification with terms extended up to 40 years from the modification date. InThe ~~addition,~~new ~~various~~law ~~laws,~~also ~~rules~~authorizes the Secretary of HUD to: (1) ~~and~~reassign ~~regulations~~the mortgage to the mortgagee; (2) act ~~are~~as ~~periodically~~a ~~proposed~~Government National Mortgage Association (GNMA, ~~which~~or Ginnie Mae) issuer, ifor contract ~~adopted~~with an entity for such purpose, ~~could~~in ~~impact~~order ~~our~~to ~~operations~~pool the mortgage into a Ginnie Mae security; or (3) resell the mortgage in accordance with any program established for purchase by the federal government of insured ~~making~~mortgages. The ~~compliance~~new ~~much~~law ~~more~~also ~~difficult~~amends orthe Foreclosure ~~expensive,~~Prevention ~~restricting~~Act ~~our~~of ~~ability~~2008, with respect to emergency assistance for ~~originate~~the orredevelopment ~~sell~~of ~~loans~~abandoned orand ~~further~~foreclosed ~~restricting~~homes ~~our~~(neighborhood stabilization), ~~ability~~to authorize each state that has received certain minimum allocations and has fulfilled certain requirements, to ~~originate~~distribute orany ~~sell~~remaining ~~loans~~amounts orto ~~further~~areas ~~restricting~~with ~~the~~homeowners ~~amount~~at risk of ~~interest~~foreclosure or ~~other~~in ~~charges~~foreclosure without orregard ~~fees earned~~to onthe ~~loans~~percentage orof ~~other~~home ~~products~~foreclosures in such areas.

~~Recent~~Also ~~Legislation~~in May 2009, the Credit Card Act of 2009 was enacted to help consumers and ~~Other~~ban ~~Changes~~certain practices of credit card issuers. ~~Federal~~The ~~and~~new ~~state~~law ~~laws~~allows ~~affecting~~interest ~~banking~~rate ~~are~~hikes ~~enacted~~on existing ~~from~~balances ~~time~~only tounder ~~time~~limited conditions, such as when a promotional ~~and~~rate ~~similarly~~ends, ~~federal~~there ~~and~~is ~~state~~a ~~regulations~~variable ~~affecting~~rate ~~banking~~or ~~are~~if ~~also~~the ~~adopted from~~cardholder ~~time~~makes toa ~~time~~late payment. ~~The~~Interest ~~following~~rates ~~include~~on new transactions can ~~some~~increase ofonly after the ~~recent~~first ~~laws~~year. Significant ~~and~~changes ~~regulations~~in ~~affecting~~terms ~~banking~~on accounts cannot occur without 45 days’ advance notice of the change. The new law bans raising interest rates on customers based on their payment records with other unrelated credit issuers (such as utility companies and other

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~~Program of the Emergency Economic Stimulus Act of 2008 (“EESA”~~creditors)~~. The~~ ~~provisions~~for ofexisting ~~EESA~~credit ~~amended~~card bybalances, ~~the ARRA~~though ~~include~~card ~~(i) expanding~~issuers ~~the~~would ~~coverage~~still ofbe ~~the~~allowed ~~executive compensation limits~~ to as ~~many~~use asuniversal ~~the~~default 25on ~~most~~future ~~highly~~credit card ~~compensated~~balances ~~employees~~if ofthey agive ~~TARP~~at ~~funds~~least ~~recipient and~~45 ~~its~~days’ ~~affiliates~~advance ~~for~~notice ~~certain aspects~~ of ~~executive~~the ~~compensation~~change. The ~~limits~~new ~~and~~law ~~(ii) specifically limiting~~allows ~~incentive~~consumers ~~compensation of covered executives~~ to ~~one-third~~opt ofout ~~their~~of ~~annual~~certain ~~compensation~~significant ~~which~~changes ~~is required to be paid~~ in ~~restricted~~terms ~~stock~~on ~~that~~their ~~does not~~accounts. Opting ~~vest~~out ~~until~~means ~~all~~cardholders ofagree ~~the~~to ~~TARP funds are no longer outstanding (note that if~~close ~~TARP~~their ~~warrants~~accounts ~~remain outstanding~~ and nopay ~~other~~off ~~TARP~~the ~~instruments~~balance ~~are~~under ~~outstanding, then~~the ~~such~~old ~~warrants~~terms. They ~~would~~have ~~not~~at beleast ~~considered~~five ~~outstanding~~years ~~for~~to ~~purposes~~pay ~~of this~~the ~~incentive compensation restriction)~~balance. In Credit ~~addition,~~card ~~the~~issuers ~~board~~will ofbe ~~directors~~banned offrom ~~any~~issuing ~~TARP~~credit ~~recipient~~cards isto ~~required~~anyone under ~~EESA~~21, asunless ~~amended~~they to have aadult ~~company~~co-~~wide~~signers ~~policy~~on ~~regarding~~the ~~excessive~~accounts or ~~luxury~~can ~~expenditures,~~show asproof ~~identified by~~they ~~the~~have ~~Treasury,~~enough ~~which~~income ~~may~~to ~~include~~repay the ~~excessive~~card ~~expenditures~~debt. Credit oncard ~~entertainment or~~companies ~~events;~~must ~~office~~stay ~~and~~at ~~facility~~least ~~renovations;~~1,000 ~~aviation~~feet orfrom ~~other~~college ~~transportation services;~~campuses orif ~~other~~they ~~activities or events that~~ are ~~not~~offering ~~reasonable expenditures~~free ~~for~~pizza ~~staff development, reasonable performance incentives,~~ or other ~~similar measures~~gifts ~~conducted~~to inentice ~~the~~students ~~normal~~to ~~course~~apply offor ~~the~~credit ~~business operations of the TARP recipient~~cards.

The new act requires card issuers to give card account holders “a reasonable amount of time” to make payments on monthly bills. That means payments would be due at least 21 days after they are mailed or delivered. Credit card issuers would no longer be able to set early morning or other arbitrary deadlines for payments. When consumers have accounts that carry different interest rates for different types of purchases payments in excess of the minimum amount due must go to balances with higher interest rates first. Consumers must “opt in” to over-limit fees. Those who opt out would have their transactions rejected if they exceed their credit limits, thus avoiding over-limit fees. Fees charged for going over the limit must be reasonable. Finance charges on outstanding credit card balances would be computed based on purchases made in the current cycle rather than going back to the previous billing cycle to calculate interest charges. Fees on credit cards cannot exceed 25 percent of the available credit limit in the first year of the card. Credit card issuers must disclose to cardholders the consequences of making only minimum payments each month, namely how long it would take to pay off the entire balance if users only made the minimum monthly payment. Issuers must also provide information on how much users must pay each month if they want to pay off their balances in 36 months, including the amount of interest.

On February 17, 2009, the American Recovery and Reinvestment Act of 2009 (“ARRA”) was enacted to provide stimulus to the struggling US economy. ARRA authorizes spending of $787 billion, including about $288 billion for tax relief, $144 billion for state and local relief aid, and $111 billion for infrastructure and science. In addition, ARRA includes additional executive compensation restrictions for recipients of funds from the US Treasury under the Troubled Assets Relief Program of the Emergency Economic Stimulus Act of 2008 (“EESA”). The provisions of EESA amended by the ARRA include (i) expanding the coverage of the executive compensation limits to as many as the 25 most highly compensated employees of a TARP funds recipient and its affiliates for certain aspects of executive compensation limits and (ii) specifically limiting incentive compensation of covered executives to one-third of their annual compensation which is required to be paid in restricted stock that does not vest until all of the TARP funds are no longer outstanding (note that if TARP warrants remain outstanding and no other TARP instruments are outstanding, then such warrants would not be considered outstanding for purposes of this incentive compensation restriction). In addition, the board of directors of any TARP recipient is required under EESA, as amended to have a company-wide policy regarding excessive or luxury expenditures, as identified by the Treasury, which may include excessive expenditures on entertainment or events; office and facility renovations; aviation or other transportation services; or other activities or events that are not reasonable expenditures for staff development, reasonable performance incentives, or other similar measures conducted in the normal course of the business operations of the TARP recipient.

EESA, as amended by ARRA, provides for a new incentive compensation restriction for financial institutions receiving TARP funds. The number of executives and employees covered by this new incentive compensation restriction depends on the amount of TARP funds received by such entity. For community banks that have or will receive less than $25 million, the new incentive compensation restriction applies only to the highest paid employee. This new incentive compensation restriction prohibits a TARP recipient from paying or accruing any bonus, retention award, or incentive compensation during the period in which any TARP obligation remains outstanding, except that such prohibition shall not apply to the payment of long-term restricted stock by such TARP recipient, provided that such long-term restricted stock (i) does not fully vest during the period in which any TARP obligation remains outstanding, (ii) has a value in an amount that is not greater than 1/3 of the total amount of annual compensation of the employee receiving the stock; and (iii) is subject to such other terms and conditions as the Secretary of the Treasury may determine is in the public interest. In addition, this prohibition does not prohibit any bonus payment required to be paid pursuant to a written employment contract executed on or before February 11, 2009, as such valid employment contracts are determined by the Treasury.

EESA was amended by ARRA to also provide additional corporate governance provisions with respect to executive compensation including the following:

· ESTABLISHMENT OF STANDARDS - During the period in which any TARP obligation remains outstanding, each TARP recipient shall be subject to the standards in the regulations issued by the Treasury with respect to executive compensation limitations for TARP recipients, and the provisions of section 162(m) (5) of the Internal Revenue Code of 1986, as applicable (nondeductibility of executive compensation in excess of $500,000).

· COMPLIANCE WITH STANDARDS - The Treasury is required to see that each TARP recipient meet the required standards for executive compensation and corporate governance.

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· SPECIFIC REQUIREMENTS FOR THE REQUIRED STANDARDS -

· Limits on compensation that exclude incentives for senior executive officers of the TARP recipient to take unnecessary and excessive risks that threaten the value of the financial institution during the period in which any TARP obligation remains outstanding.

· A clawback requirement by such TARP recipient of any bonus, retention award, or incentive compensation paid to a senior executive officer and any of the next 20 most highly-compensated employees of the TARP recipient based on statements of earnings, revenues, gains, or other criteria that are later found to be materially inaccurate.

· A prohibition on such TARP recipient making any golden parachute payment to a senior executive officer or any of the next 5 most highly-compensated employees of the TARP recipient during the period in which any TARP obligation remains outstanding.

· A prohibition on any compensation plan that would encourage manipulation of the reported earnings of such TARP recipient to enhance the compensation of any of its employees.

· A requirement for the establishment of an independent Compensation Committee that meets at least twice a year to discuss and evaluate employee compensation plans in light of an assessment of any risk posed to the TARP recipient from such plans. For a non SEC company that is a TARP recipient that has received $25,000,000 or less of TARP assistance, the duties of the compensation committee may be carried out by the board of directors of such TARP recipient.

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In addition, EESA as amended by ARRA provides that for any TARP recipient, its annual meeting materials shall include a nonbinding shareholder approval proposal of executive compensation for shareholders to vote. The SEC is to establish regulations to implement this provision. While nonpublic companies are required to include this proposal, it is not known what the regulations will provide as to executive compensation disclosure requirements of such TARP recipients, and whether they will be as extensive as the existing SEC executive compensation requirements. In addition, shareholders are allowed to present other nonbinding proposals with respect to executive compensation.

~~On February 10,~~ARRA ~~2009,~~also ~~the~~provides ~~U. S. Treasury, the Federal Reserve Board, the~~$730 ~~Federal~~million ~~Deposit~~to ~~Insurance Corporation,~~ the ~~Office~~SBA ~~of the Comptroller of the Currency,~~ and ~~the~~makes ~~Office~~changes ~~of Thrift Supervision are announced a comprehensive set of measures~~ to ~~restore confidence in~~ the ~~strength~~agency’s oflending ~~U.S.~~and ~~financial~~investment ~~institutions~~programs ~~and~~so ~~restart~~that ~~the~~they ~~critical~~can ~~flow~~reach ofmore ~~credit~~small ~~to households and~~ businesses~~. This~~ ~~program~~that isneed ~~intended~~help. toThe ~~restore~~funding ~~the flows of credit necessary to support recovery.~~includes:

· $375 million for temporarily eliminating fees on SBA-backed loans and raising SBA’s guarantee percentage on some loans to 90 percent.

· $255 million for a new loan program to help small businesses meet existing debt payments

· $30 million for expanding SBA’s Microloan program, enough to finance up to $50 million in new lending and $24 million in technical assistance grants to microlenders.

On February 10, 2009, the U. S. Treasury, the Federal Reserve Board, the FDIC, the Office of the Comptroller of the Currency, and the Office of Thrift Supervision all announced a comprehensive set of measures to restore confidence in the strength of U.S. financial institutions and restart the critical flow of credit to households and businesses. This program is intended to restore the flows of credit necessary to support recovery.

The core program elements include:

· A new Capital Assistance Program to help ensure that our banking institutions have sufficient capital to withstand the challenges ahead, paired with a supervisory process to produce a more consistent and forward-looking assessment of the risks on banks’ balance sheets and their potential capital needs.

· A new Public-Private Investment Fund on an initial scale of up to $500 billion, with the potential to expand up to $1 trillion, to catalyze the removal of legacy assets from the balance sheets of financial institutions. This fund will combine public and private capital with government financing to help free up capital to support new lending.

· A new Treasury and Federal Reserve initiative to dramatically expand –— up to $1 trillion –— the existing Term Asset-Backed Securities Lending Facility (TALF) in order to reduce credit spreads and restart the securitized credit markets that in recent years supported a substantial portion of lending to households, students, small businesses, and others.

· An extension of the FDIC’s Temporary Liquidity Guarantee Program to October 31, 2009. A new framework of governance and oversight to help ensure that banks receiving funds are held responsible for appropriate use of those funds through stronger conditions on lending, dividends and executive compensation along with enhanced reporting to the public.

In October 2008, the President signed the Emergency Economic Stabilization Act of 2008 (“EESA”), commonly referred to as the bailout bill in response to the global financial crisis of 2008 authorizing the United States Secretary of the Treasury with authority to spend up to $700 billion to purchase distressed assets, especially mortgage-backed securities, under the Troubled Assets Relief Program (“TARP”) and make capital injections into banks under the Capital Purchase Program. EESA gives the government the unprecedented authority to buy troubled assets on balance sheets of financial institutions under the Troubled Assets Relief Program and increases the limit on insured deposits from $100,000 to $250,000 until December 31, 2009. Some of the other provisions of EESA are as follows:13

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In October 2008, the President signed the Emergency Economic Stabilization Act of 2008 (“EESA”), in response to the global financial crisis of 2008 authorizing the United States Secretary of the Treasury with authority to spend up to $700 billion to purchase distressed assets, especially mortgage-backed securities, under the Troubled Assets Relief Program (“TARP”) and make capital injections into banks under the Capital Purchase Program. EESA gives the government the unprecedented authority to buy troubled assets on balance sheets of financial institutions under the Troubled Assets Relief Program and increases the limit on insured deposits from $100,000 to $250,000 through December 31, 2009 then extended the temporary increase until December 31, 2013. Some of the other provisions of EESA are as follows:

· accelerated from 2011 to 2008 the date that the Federal Reserve Bank could pay interest on deposits of banks held with the Federal Reserve to meet reserve requirements;

· to the extent that the U. S. Treasury purchases mortgage securities as part of TARP, the Treasury shall implement a plan to minimize foreclosures including using guarantees and credit enhancements to support reasonable loan modifications, and to the extent loans are owned by the government to consent to the reasonable modification of such loans;

· limits executive compensation for executives for TARP participating financial institutions including a maximum corporate tax deduction limit of $500,000 for each of the top five highest paid executives of such institution, requiring clawbacks of incentive compensation that were paid based on inaccurate or false information, limiting golden parachutes for involuntary and certain voluntary terminations to 2.99x their average annual salary and bonus for the last five years, and prohibiting the payment of incentive compensation that encourages management to take unnecessary and excessive risks with respect to the institution;

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· extends the mortgage debt forgiveness provision of the Mortgage Forgiveness Debt Relief Act of 2007 by three years (2012) to ease the income tax burden on those involved with certain foreclosures; and

· qualified financial institutions may count losses on FNMA and FHLMC preferred stock against ordinary income, rather than capital gain income.

~~The Temporary~~On ~~Liquidity Guarantee Program was implemented by the FDIC on October~~February 1410, ~~2008~~2009, ~~to mitigate~~ the ~~lack~~Treasury ofSecretary ~~liquidity~~announced ina ~~the~~new comprehensive financial ~~markets. The Temporary Liquidity Guarantee Program has~~stability ~~two~~legislation ~~primary components:~~ (the ~~Debt~~“Financial ~~Guarantee~~Stability ~~Program~~Plan”), by which earmarked the ~~FDIC~~second ~~will~~$350 ~~guarantee~~billion ~~the payment~~ of ~~certain~~unused ~~newly-issued~~funds ~~senior~~originally ~~unsecured~~authorized ~~debt,~~under ~~and~~ the ~~Transaction~~ ~~Account Guarantee Program, by which the FDIC will guarantee certain noninterest-bearing transaction accounts~~EESA. The ~~Debt~~major ~~Guarantee~~elements ~~Program~~of ~~provides~~the ~~for~~Financial ~~an FDIC guarantee as to the~~Stability ~~payment~~Plan ofincluded: ~~all senior unsecured debt~~ (~~with~~ i) a ~~term~~capital ofassistance ~~more~~program ~~than~~that 30has ~~days)~~invested ~~issued~~in byconvertible apreferred ~~qualified~~stock ~~participating~~of ~~entity~~certain ~~(insured~~qualifying ~~depository~~ institutions, ~~bank and~~(ii) a ~~financial~~consumer ~~holding companies,~~ and ~~certain~~business ~~savings~~lending ~~and~~initiative ~~loan holding companies) up~~ to afund ~~limit~~new ofconsumer ~~125~~loans, ~~percent~~small business ofloans ~~all~~and ~~senior~~commercial ~~unsecured~~mortgage ~~debt~~asset-backed ~~outstanding~~securities ~~on September 30~~issuances, ~~2008,~~ ~~and maturing by June~~(iii) ~~30, 2009.~~ a ~~The~~public/private ~~FDIC~~investment ~~guarantee~~fund isintended ~~until~~to ~~June 30,~~leverage ~~2012,~~public and ~~the~~private ~~fee for such~~capital ~~guarantee~~with ~~depends~~public onfinancing ~~the~~to ~~term~~purchase ~~with~~up ato ~~maximum~~$500 ofbillion ~~100~~to ~~basis~~$1 ~~points~~trillion ~~for terms in excess~~ of ~~365~~legacy ~~days. The Transaction~~“toxic ~~Account~~assets” ~~Guarantee~~from ~~Program~~financial isinstitutions, ~~the~~and ~~second~~(iv) assistance ~~part of the FDIC’s Temporary Liquidity Guarantee Program. The FDIC provides~~ for a ~~temporary~~homeowners ~~full guarantee held at a participating FDIC-insured depository~~by ~~institution~~providing ofup ~~noninterest-bearing~~to ~~transaction~~$75 ~~accounts~~billion ~~above~~to ~~the~~reduce ~~existing deposit~~mortgage ~~insurance~~payments ~~limit~~and atinterest ~~the~~rates ~~additional cost of 10 basis points per~~and ~~annum. This~~establishing ~~coverage~~loan ~~became~~modification ~~effective~~guidelines ~~on October 14,~~for ~~2008,~~government and ~~would~~private ~~continue through December 31, 2009~~programs. ~~The Company and the Bank elected to participate in the Transactional Account Guarantee Program.~~

On ~~July~~October 3022, ~~2008~~2009, the ~~Housing~~Federal ~~and~~Reserve ~~Economic~~Board issued ~~Recovery~~a ~~Act~~comprehensive ~~was~~proposal ~~was~~on ~~signed~~incentive compensation policies intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by ~~President~~encouraging ~~Bush~~excessive risk-taking. ItThe ~~authorizes~~proposal, which ~~the~~covers ~~Federal~~all ~~Housing~~employees ~~Administration~~that tohave ~~guarantee~~the upability to materially affect the risk ~~$300~~profile ~~billion~~of inan ~~new~~organization, ~~30-year~~either ~~fixed~~individually ~~rate~~or ~~mortgages~~as ~~for~~part ~~subprime~~of ~~borrowers~~a ifgroup, is based ~~lenders~~upon ~~write~~the key principles that a banking organization’s incentive compensation arrangements should (i) provide incentives that do not encourage risk-~~down~~taking ~~principal~~beyond ~~loan~~the ~~balances~~organization’s ability to 90effectively ~~percent~~identify ofand manage ~~current~~risks, ~~appraisal~~(ii) be compatible with effective internal controls and risk ~~value~~management, and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors. It isThe proposal also ~~intended~~contemplates toa ~~restore~~detailed review by the Federal ~~confidence~~Reserve inBoard ~~Fannie~~of ~~Mae~~the incentive compensation policies and ~~Freddie~~practices ~~Mac~~of bya ~~strengthening~~number of ~~regulations~~“large, ~~and~~complex banking organizations.” Any deficiencies in compensation ~~injecting~~practices ~~capital~~that are identified may be incorporated into ~~them~~the organization’s supervisory ratings, which can affect its ability to make acquisitions or perform other actions. ~~States~~In ~~will~~addition, the proposal provides that enforcement actions may be ~~authorized~~taken against a banking organization if its incentive compensation arrangements or related risk-management control or governance processes pose a risk to ~~refinance~~the ~~subprime~~organization’s safety ~~loans~~and ~~using~~soundness ~~mortgage~~and ~~revenue~~the ~~bonds~~organization is not taking prompt and effective measures to correct the deficiencies. Similarly, on January 12, 2010, the FDIC announced that it would seek public comment through advance notice of rule making on whether banks with compensation plans that encourage risky behavior should be charged at higher deposit assessment rates than such banks would otherwise be charged. On September 3, 2009, the U.S. Treasury issued a policy statement entitled “Principles for Reforming the U.S. and International Regulatory Capital Framework for Banking Firms.” ItThe ~~also~~statement ~~establishes~~was developed in consultation with the ~~Federal~~U.S. ~~Housing~~bank regulatory agencies and sets forth eight “core principles” ~~Finance~~intended ~~Agency~~to ~~(FHFA)~~shape a ~~out~~new international capital accord. Six of the ~~Federal~~core ~~Housing~~principles ~~Finance~~relate ~~Board~~directly ~~(FHFB)~~to bank capital requirements. The statement contemplates changes to the existing regulatory capital regime that would involve substantial revisions to, if not replacement of, major parts of the Basel I and Basel II and affect all regulated banking organizations and ~~Office~~other systemically important institutions. The statement calls for higher and stronger capital requirements for bank and non-bank financial firms that are deemed to pose a risk to financial stability due to their combination of ~~Federal~~size, ~~Housing~~leverage, ~~Enterprise~~interconnectedness ~~Oversight~~and liquidity ~~(OFHEO)~~risk. The statement suggested that changes to the regulatory capital framework be phased in over a period of several years with a recommended schedule providing for a comprehensive international agreement by December 31, 2010, with the implementation of reforms by December 31, 2012, although it does remain possible that U.S. bank regulatory agencies could officially

In 2008, the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, and the Office of Thrift Supervision amended their regulatory capital rules to permit banks, bank holding companies, and savings associations (as to any of these a “financial institution”) to reduce the amount of goodwill that a banking organization must deduct from tier 1 capital by the amount of any deferred tax liability associated with that goodwill. However, a financial institution that reduces the amount of goodwill deducted from tier 1 capital by the amount of the deferred tax liability is not permitted to net this deferred tax liability against deferred tax assets when determining regulatory capital limitations on deferred tax assets. For these financial institutions, the amount of goodwill deducted from tier 1 capital will reflect each institution’s maximum exposure to loss in the event that the entire amount of goodwill is impaired or derecognized, an event which triggers the concurrent derecognition of the related deferred tax liability for financial reporting purposes.14

OnTable October 7, 2008 the FDIC adopted a restoration plan that would increase the rates banks pay for deposit insurance, and proposed rules for adjusting the system that determines what deposit insurance premium rate a bank pays the FDIC. Currently, banks pay anywhere from five basis points to 43 basis points for deposit insurance. Under the proposal rule, the assessment rate schedule would be raised uniformly by 7 basis points (annualized) beginning on January 1, 2009. Beginning with the second quarter of 2009, changes would be made to the deposit insurance assessment system to make the increase in assessments fairer by requiring riskier institutions to pay a larger share. Together, the proposed changes would improve the way the system differentiates risk among insured institutions and help ensure that the reserve ratio returns to at least 1.15 percent by the end of 2013. The proposed changes to the assessment system include assessing higher rates to institutions with a significant reliance on secured liabilities, which generally raises the FDIC’s loss in the event of failure without providing additional assessment revenue. The proposal also would assess higher rates for institutions with a significant reliance on brokered deposits but, for well-managed and well-capitalized institutions, only when accompanied by rapid asset growth. Brokered deposits combined with rapid asset growth have played a role in a number of costly failures, including some recent ones. The proposal also would provide incentives in the form of a reduction in assessment rates for institutions to hold long-term unsecured debt and, for smaller institutions, high levels of Tier 1 capital. The FDIC also voted to maintain the Designated Reserve Ratio at 1.25 percent as a signal of its long term target for the fund.Contents

~~The~~adopt, or informally implement, new capital standards ~~Federal~~at ~~Reserve~~an ~~Board~~earlier indate. Following ~~October~~the issuance of the statement, on December ~~2008~~17, ~~approved~~2009, ~~final~~the ~~amendments~~Basel tocommittee ~~Regulation~~issued Ca set of proposals (the “Capital Proposals”) that would significantly revise the ~~rules~~definitions of Tier 1 capital and Tier 2 capital, with the most significant changes being to Tier 1 capital. ~~for~~ Most ~~reporting~~notably, ~~price~~the ~~information~~Capital onProposals would disqualify certain structured ~~higher-priced~~capital ~~mortgage~~instruments, ~~loans~~such as trust preferred securities, from Tier 1 capital status. The ~~changes~~Capital ~~are~~Proposals ~~intended~~would also re-emphasize that common equity is the predominant component of Tier 1 capital by adding a minimum common equity to ~~improve~~risk-weighted assets ratio and requiring that goodwill, general intangibles and certain other items that currently must be deducted from Tier 1 capital instead be deducted from common equity as a component of Tier 1 capital. The Capital Proposals also leave open the ~~accuracy~~possibility that the Basel committee will recommend changes to the minimum Tier 1 capital and ~~usefulness~~total capital ratios of ~~data~~4.0% ~~reported~~and ~~under~~8.0%, respectively. Concurrently with the ~~Home~~release ~~Mortgage~~of ~~Disclosure~~the Capital ~~Act~~Proposals, the Basel committee also released a set of proposals related to liquidity risk exposure (the “Liquidity Proposals”). ~~Regulation~~The CLiquidity ~~currently~~Proposals ~~requires~~have three key ~~lenders~~elements, including the implementation of (i) a “liquidity coverage ratio” designed to ~~collect~~ensure that a bank maintains an adequate level of unencumbered, high-quality assets sufficient to meet the bank’s liquidity needs over a 30-day time horizon under an acute liquidity stress scenario, (ii) a “net stable funding ratio” designed to promote more medium and long-term funding of the assets and activities of banks over a one-year time horizon, and (iii) a set of monitoring tools that the Basel committee indicates should be considered as the minimum types of information that banks should report to supervisors and that supervisors should use in monitoring the ~~spread~~liquidity risk profiles of supervised entities.

In June 2009, the Administration proposed a wide range of regulatory reforms that, if enacted, may have significant effects on the financial services industry in the United States. Significant aspects of the Administration’s proposals included, among other things, proposals (i) that any financial firm whose combination of size, leverage and interconnectedness could pose a threat to financial stability be subject to certain enhanced regulatory requirements, (ii) that federal bank regulators require loan originators or sponsors to retain part of the credit risk of securitized exposures, (iii) that there be increased regulation of broker-dealers and investment advisers, (iv) for the creation of a federal consumer financial protection agency that would, among other things, be charged with applying consistent regulations to similar products (such as imposing certain notice and consent requirements on consumer overdraft lines of credit), (v) that there be comprehensive regulation of OTC derivatives, (vi) that the controls on the ability of banking institutions to engage in transactions with affiliates be tightened, and (vii) that financial holding companies be required to be “well-capitalized” and “well-managed” on a consolidated basis. The Congress, state lawmaking bodies and federal and state regulatory agencies continue to consider a number of wide-ranging and comprehensive proposals for altering the structure, regulation and competitive relationships of the nation’s financial institutions, including rules and regulations related to the broad range of reform proposals set forth by the Obama administration described above. Along with amendments to the Administration’s proposal there are separate comprehensive financial reform bills intended to address in part or whole or vary in part or in whole from the proposals set forth by the Administration were introduced in both houses of Congress in the second half of 2009 and in 2010 and remain under review by both the U.S. House of Representatives and the U.S. Senate.

The Temporary Liquidity Guarantee Program was implemented by the FDIC on October 14, 2008 to mitigate the lack of liquidity in the financial markets. The Temporary Liquidity Guarantee Program has two primary components: the Debt Guarantee Program, by which the FDIC will guarantee the payment of certain newly-issued senior unsecured debt, and the Transaction Account Guarantee Program, by which the FDIC will guarantee certain noninterest-bearing and low interest-bearing transaction accounts. The Debt Guarantee Program provides for an FDIC guarantee as to the payment of all senior unsecured debt (with a term of more than 30 days) issued by a qualified participating entity (insured depository institutions, bank and financial holding companies, and certain savings and loan holding companies) up to a limit of 125 percent of all senior unsecured debt outstanding on September 30, 2008, and maturing by June 30, 2009. The FDIC guarantee is until June 30, 2012, and the fee for such guarantee depends on the term with a maximum of 100 basis points for terms in excess of 365 days. The Transaction Account Guarantee Program is the second part of the FDIC’s Temporary Liquidity Guarantee Program. The FDIC provides for a temporary full guarantee held at a participating FDIC-insured depository institution of noninterest-bearing and low interest-bearing transaction accounts above the existing deposit insurance limit at the additional cost of 10 basis points per annum. This coverage became effective on October 14, 2008, and continues through December 31, 2010.

On July 30, 2008, the Housing and Economic Recovery Act was signed by the President. It authorizes the Federal Housing Administration to guarantee up to $300 billion in new 30-year fixed rate mortgages for subprime borrowers if lenders write-down principal loan balances to 90 percent of current appraisal value. It is also intended to restore confidence in Fannie Mae and Freddie Mac by strengthening regulations and injecting capital into them. States will be authorized to refinance subprime loans using mortgage revenue bonds. It also establishes the Federal Housing Finance Agency out of the Federal Housing Finance Board and Office of Federal Housing Enterprise Oversight.

In 2008, the Federal Reserve Board, the FDIC, the Office of the Comptroller of the Currency, and the Office of Thrift Supervision amended their regulatory capital rules to permit banks, bank holding companies, and savings associations (as to any of these a “financial institution”) to reduce the amount of goodwill that a banking organization must deduct from tier 1 capital by the amount of any deferred tax liability associated with that goodwill. However, a financial institution that reduces the amount of goodwill deducted

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~~between the~~from ~~annual~~tier ~~percentage~~1 ~~rate~~capital ~~(APR)~~by ~~on a mortgage loan and~~ the ~~yield~~amount ~~on a Treasury security~~ of ~~comparable~~the ~~maturity~~deferred iftax ~~the~~liability ~~spread~~ is ~~greater than 3.0 percentage~~not ~~points~~permitted ~~for~~to anet ~~first~~this ~~lien~~deferred ~~loan~~tax orliability ~~greater~~against ~~than~~deferred ~~5.0~~tax ~~percentage~~assets ~~points for a~~when ~~subordinate~~determining ~~lien~~regulatory ~~loan. This~~capital ~~difference~~limitations ison ~~known~~deferred astax ~~a rate spread~~assets. ~~Under~~For ~~the~~these ~~final~~financial ~~rule~~institutions, ~~a lender will report~~ the ~~spread between the loan’s APR and a survey-based estimate of APRs currently~~amount ~~offered on prime mortgages~~ of agoodwill ~~comparable~~deducted ~~type~~from ~~(“average~~tier ~~prime offer rate”) if the spread is equal to or greater than~~ 1.5 ~~percentage~~capital ~~points~~will ~~for~~reflect aeach ~~first lien~~institution’s ~~loan~~maximum orexposure ~~equal~~ to orloss ~~greater~~in ~~than~~the ~~3.5~~event ~~percentage~~that ~~points for a subordinate-lien loan. The Board will publish average prime offer rates based on~~ the ~~Primary~~ ~~Mortgage~~entire ~~Market~~amount ~~Survey®~~of ~~currently~~goodwill ~~published by Freddie Mac. In~~is ~~setting~~impaired ~~the~~or ~~rate spread reporting threshold~~derecognized, ~~the~~an ~~Board~~event ~~sought~~which totriggers ~~cover subprime mortgages and generally avoid covering prime mortgages. The changes to Regulation C conform~~ the ~~threshold~~concurrent ~~for rate spread reporting to the definition~~derecognition of ~~higher-priced mortgage loans adopted by~~ the ~~Board~~related ~~under~~deferred ~~Regulation~~tax Zliability ~~(Truth in~~for ~~Lending)~~financial inreporting ~~July of 2008~~purposes.

~~The~~On ~~Federal~~October 7, ~~Reserve~~2008 ~~Board~~the inFDIC ~~July 2008 approved~~adopted a ~~final~~restoration plan ~~rule for~~that ~~home~~increased ~~mortgage~~the ~~loans~~rates tobanks ~~better~~pay ~~protect~~for ~~consumers~~ deposit insurance, and ~~facilitate~~adjusted ~~responsible~~the system ~~lending~~that determines what deposit insurance premium rate a bank pays the FDIC. ~~The~~In 2008, banks paid anywhere from five basis points to 43 basis points for deposit insurance. Under the new rule, the assessment rate schedule was raised uniformly by 7 basis points (annualized) beginning on January ~~prohibits~~1, ~~unfair~~2009. Beginning with the second quarter of 2009, changes were made to the deposit insurance assessment system ~~abusive~~to ormake ~~deceptive~~the ~~home~~increase ~~mortgage~~in ~~lending~~assessments ~~practices~~fairer ~~and~~by ~~restricts~~requiring ~~certain~~riskier institutions to ~~other~~pay ~~mortgage~~a ~~practices~~larger share. ~~The~~Together, ~~final~~the changes ~~rule also~~would ~~establishes advertising~~improve ~~standards~~the way the system differentiates risk among insured institutions and ~~requires~~help ~~certain~~ensure ~~mortgage~~that ~~disclosures~~the reserve ratio returns to beat ~~given~~least 1.15 percent by the end of 2013. The changes to the assessment system include ~~consumers~~assessing ~~earlier~~higher rates to institutions with a significant reliance on secured liabilities, which generally raises the FDIC’s loss in the ~~transaction~~event of failure without providing additional assessment revenue. The ~~final~~new rule, also ~~which~~would ~~amends~~assess ~~Regulation~~higher Zrates ~~(Truth~~for ininstitutions ~~Lending)~~with ~~and~~a ~~was~~significant ~~adopted~~reliance ~~under~~on ~~the~~brokered ~~Home~~deposits but, ~~Ownership~~for well-managed and ~~Equity~~ ~~Protection~~well-capitalized ~~Act~~institutions, ~~largely~~only ~~follows~~when accompanied by rapid asset growth. Brokered deposits combined with rapid asset growth have played a ~~proposal~~role ~~released~~in bya number of costly failures, including some recent ones. The rule also would provide incentives in the ~~Board~~form of a reduction in ~~December 2007,~~assessment rates for ~~with~~institutions ~~enhancements~~to ~~that~~hold ~~address~~long-term ~~ensuing~~unsecured ~~public~~debt ~~comments~~and, ~~consumer~~for ~~testing~~smaller institutions, high ~~and~~levels of Tier 1 capital. The FDIC also voted to maintain the Designated ~~further~~Reserve ~~analysis~~Ratio at 1.25 percent as a signal of its long term target for the fund.

The Federal Reserve Board in October 2008 approved final amendments to Regulation C that revise the rules for reporting price information on higher-priced mortgage loans. The changes are intended to improve the accuracy and usefulness of data reported under the Home Mortgage Disclosure Act. Regulation C currently requires lenders to collect and report the spread between the annual percentage rate (APR) on a mortgage loan and the yield on a Treasury security of comparable maturity if the spread is greater than 3.0 percentage points for a first lien loan or greater than 5.0 percentage points for a subordinate lien loan. This difference is known as a rate spread. Under the final rule, a lender will report the spread between the loan’s APR and a survey-based estimate of APRs currently offered on prime mortgages of a comparable type (“average prime offer rate”) if the spread is equal to or greater than 1.5 percentage points for a first lien loan or equal to or greater than 3.5 percentage points for a subordinate-lien loan. The Board will publish average prime offer rates based on the Primary Mortgage Market Survey® currently published by Freddie Mac. In setting the rate spread reporting threshold, the Board sought to cover subprime mortgages and generally avoid covering prime mortgages. The changes to Regulation C conform the threshold for rate spread reporting to the definition of higher-priced mortgage loans adopted by the Board under Regulation Z (Truth in Lending) in July of 2008.

The Federal Reserve Board in July 2008 approved a final rule for home mortgage loans to better protect consumers and facilitate responsible lending. The rule prohibits unfair, abusive or deceptive home mortgage lending practices and restricts certain other mortgage practices. The final rule also establishes advertising standards and requires certain mortgage disclosures to be given to consumers earlier in the transaction. The final rule, which amends Regulation Z (Truth in Lending) and was adopted under the Home Ownership and Equity Protection Act (HOEPA), largely follows a proposal released by the Board in December 2007, with enhancements that address ensuing public comments, consumer testing, and further analysis.

The final rule adds four key protections for a newly defined category of “higher-priced mortgage loans” secured by a consumer’s principal dwelling. For loans in this category, these protections will:

· Prohibit a lender from making a loan without regard to borrowers’ ability to repay the loan from income and assets other than the home’s value. A lender complies, in part, by assessing repayment ability based on the highest scheduled payment in the first seven years of the loan. To show that a lender violated this prohibition, a borrower does not need to demonstrate that it is part of a “pattern or practice.”

· Require creditors to verify the income and assets they rely upon to determine repayment ability.

· Ban any prepayment penalty if the payment can change in the initial four years. For other higher-priced loans, a prepayment penalty period cannot last for more than two years.

· Require creditors to establish escrow accounts for property taxes and homeowner’s insurance for all first-lien mortgage loans.

In addition to the rules governing higher-priced loans, the rules adopt the following protections for loans secured by a consumer’s principal dwelling, regardless of whether the loan is higher-priced:

· Creditors and mortgage brokers are prohibited from coercing a real estate appraiser to misstate a home’s value.

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· Companies that service mortgage loans are prohibited from engaging in certain practices, such as pyramiding late fees. In addition, servicers are required to credit consumers’ loan payments as of the date of receipt and provide a payoff statement within a reasonable time of request.

· Creditors must provide a good faith estimate of the loan costs, including a schedule of payments, within three days after a consumer applies for any mortgage loan secured by a consumer’s principal dwelling, such as a home improvement loan or a loan to refinance an existing loan. Currently, early cost estimates are only required for home-purchase loans. Consumers cannot be charged any fee until after they receive the early disclosures, except a reasonable fee for obtaining the consumer’s credit history.

For all mortgages, the rule also sets additional advertising standards. Advertising rules now require additional information about rates, monthly payments, and other loan features. The final rule bans seven deceptive or misleading advertising practices, including representing that a rate or payment is “fixed” when it can change. The rule’s definition of “higher-priced mortgage loans” will capture virtually all loans in the subprime market, but generally exclude loans in the prime market. To provide an index, the Federal Reserve Board will publish the “average prime offer rate,” based on a survey currently published by Freddie Mac. A loan is higher-priced if it is a first-lien mortgage and has an annual percentage rate that is 1.5 percentage points or more above this index, or 3.5 percentage points if it is a subordinate-lien mortgage. The new rules take effect on October 1, 2009. The single exception is the escrow requirement, which will be phased in during 2010 to allow lenders to establish new systems as needed.

16In California, the enactment of AB329 in 2009, the Reverse Mortgage Elder Protection Act of 2009 prohibits a lender or any other person who participates in the origination of the mortgage from participation in, being associated with, or employing any party that participates in or is associated with any other financial or insurance activity or referring a prospective borrower to anyone for the purchase of other financial or insurance products; and imposes certain disclosure requirements on the lender.

~~Table~~The enactment of ~~Contents~~AB1160 in 2009, requires a supervised financial institution in California that negotiates primarily in any of a number of specified languages in the course of entering into a contract or agreement for a loan or extension of credit secured by residential real property, to deliver, prior to the execution of the contract or agreement, and no later than 3 business days after receiving the written application, a specified form in that language summarizing the terms of the contract or agreement; provides for administrative penalties for violations; and requires the California Department of Corporations and the Department of Financial Institutions to create a form for providing translations and make it available in Spanish, Chinese, Tagalog, Vietnamese and Korean. The statute becomes operative on July 1, 2010, or 90 days after issuance of the form, whichever occurs later.

~~In May 2008,~~The ~~the~~enactment ~~Federal~~of ~~Reserve~~AB ~~Board proposed rules to prohibit unfair~~1291 ~~practices regarding credit cards and overdraft services that would, among other provisions, protect consumers from unexpected increases~~ in ~~the~~2009 ~~rate~~makes ~~charged~~changes ~~on pre-existing~~to ~~credit card balances. The rules, proposed for public comment under~~ the ~~Federal~~California ~~Trade~~Unclaimed ~~Commission~~Property ~~Act~~Law including (~~FTC~~among ~~Act~~other things),: ~~also~~allowing ~~would~~electronic ~~forbid~~notification ~~banks~~to ~~from~~customers ~~imposing~~who ~~interest~~have ~~charges using the “two-cycle”~~consented ~~billing~~to ~~method,~~electronic ~~would~~notice; ~~require~~requiring that ~~consumers~~notices ~~receive~~contain acertain ~~reasonable~~information ~~amount of~~and ~~time~~allow tothe ~~make~~holder ~~their~~to ~~credit~~provide ~~card~~electronic ~~payments,~~means ~~and~~to ~~would~~enable ~~prohibit~~ the ~~use~~owner ofto ~~payment allocation~~contact ~~methods that unfairly maximize interest charges. They also include protections for consumers~~the ~~that~~holder ~~use~~in ~~overdraft~~lieu ~~services~~of ~~offered~~returning bythe ~~their~~prescribed ~~bank. The~~form ~~proposed changes~~ to declare the ~~Board~~owner’s ~~Regulation~~intent; authorizing AAthe ~~(Unfair~~holder orto ~~Deceptive~~give ~~Acts~~additional ornotices; ~~Practices)~~and ~~would~~requiring, bebeginning January 1, ~~complemented~~2011, bya ~~separate~~banking ~~proposals~~or ~~that~~financial ~~the~~organization ~~Board~~to isprovide ~~issuing~~a ~~under~~written ~~the~~notice ~~Truth in~~regarding ~~Lending~~escheat ~~Act~~at ~~(Regulation~~the Z)time ~~and~~a ~~the~~new ~~Truth~~account inor ~~Savings~~safe ~~Act~~deposit ~~(Regulation~~box ~~DD)~~is opened.

The enactment of SB306 ~~provisions~~makes ~~addressing~~specified ~~credit~~changes ~~card~~to ~~practices~~clarify ~~are~~existing ~~part~~law related to filing a notice of default ~~the~~on ~~Board’s~~residential ~~ongoing~~real property in California, including (among other ~~effort~~things): clarifying that the provisions apply to ~~enhance~~mortgages ~~protections~~and ~~for~~deeds ~~consumers~~of ~~who~~trust recorded ~~use~~from ~~credit~~January 1, ~~cards~~2003 through December 31, ~~and~~2007, ~~follow~~secured by ~~the~~owner-occupied ~~Board’s~~3-4 ~~2007~~residential ~~proposal~~real property containing no more than 4 dwelling units; revising the declaration to ~~improve~~be filed with the ~~credit~~notice ~~card~~of ~~disclosures~~default; specifying how the loan servicers have to maximize net present value under their pooling and servicing agreements applies to certain investors; specifying how and when the notice to residents of property subject to foreclosure is to ~~Truth~~be inmailed; ~~Lending~~and ~~Act.~~extending ~~The~~the ~~FTC~~time ~~Act~~during ~~proposal~~which ~~includes~~the ~~five~~notice ~~key~~of ~~protections~~sale ~~for~~must be ~~consumers~~recorded ~~that~~from ~~use~~14 ~~credit~~to ~~cards:~~20 days. The bill also makes certain changes related to short-pay agreements and short-pay demand statements.

~~· Banks~~On February 20, ~~would~~2009, beGovernor ~~prohibited~~Schwarzenegger ~~from~~signed ~~increasing~~ABX2 ~~the~~7 ~~rate~~and onSBX2 a7, ~~pre-existing~~which ~~credit~~established ~~card~~the ~~balance~~California ~~(except~~Foreclosure ~~under~~Prevention ~~limited~~Act. The ~~circumstances)~~California ~~and~~Foreclosure ~~must~~Prevention ~~allow~~Act modifies the ~~consumer~~foreclosure process to ~~pay~~provide additional time for borrowers to work out loan modifications ~~off~~while ~~that~~providing ~~balance~~an ~~over~~exemption for mortgage loan servicers that have implemented a ~~reasonable~~comprehensive loan modification program. Civil Code Section 2923.52 requires an additional 90 day period beyond the period already provided before a Notice of ~~time~~Sale can be given in order to allow all parties to pursue a loan modification to prevent foreclosure of loans meeting certain criteria identified in that section.

~~· Banks~~A mortgage loan servicer ~~would~~who behas ~~prohibited~~implemented a comprehensive loan modification program may file an application for exemption from ~~applying~~the ~~payments~~provisions inof ~~excess~~Civil Code Section 2923.52. Approval of this application provides the mortgage ~~minimum~~loan inservicer aan ~~manner~~exemption from the additional 90-day period before ~~that~~filing ~~maximizes~~the ~~interest~~Notice ~~charges~~of Sale when foreclosing on real property covered by the new law.

· Banks would be required to give consumers the full benefit of discounted promotional rates on credit cards by applying payments in excess of the minimum to any higher-rate balances first, and by providing a grace period for purchases where the consumer is otherwise eligible.

· Banks would be prohibited from imposing interest charges using the “two-cycle” method, which computes interest on balances on days in billing cycles preceding the most recent billing cycle.

· Banks would be required to provide consumers a reasonable amount of time to make payments.

The proposal would also address subprime credit cards by limiting the fees that reduce the available credit. In addition, banks that make firm offers of credit advertising multiple rates or credit limits would be required to disclose in the solicitation the factors that determine whether a consumer will qualify for the lowest rate and highest credit limit. The Board’s proposal under the FTC Act also addresses acts or practices in connection with a bank’s payment of overdrafts on a deposit account, whether the overdraft is created by check, a withdrawal at an automated teller machine, a debit card purchase, or other transactions. The proposal requires institutions to provide consumers with notice and an opportunity to opt out of the payment of overdrafts, before any overdraft fees or charges may be imposed on consumers’ accounts.

In December 2007, the FDIC issued a proposed rule to improve the process for determining uninsured depositors at larger institutions in the event of a failure. The measure is intended to allow the FDIC to make funds promptly available to insured deposit customers in the unlikely event that a large financial institution is closed. The proposal is broken into two parts. One section relates to so-called covered institutions, those that have at least $2 billion in domestic deposits, have more than 250,000 deposit accounts, or have total assets of more than $20 billion, regardless of the number of deposits or accounts. A covered institution would be required to adopt mechanisms that, in the event of a failure, would place provisional holds on large deposit accounts in a percentage specified by the FDIC; provide the FDIC with deposit account data in a standard format; and allow automatic removal of provisional holds once the FDIC makes an insurance determination. The second part applies to all FDIC-insured institutions, regardless of size, and governs the specific time and circumstance under which account balances will be determined in the event of a failure. The FDIC is proposing to use the end-of-day ledger balance as normally calculated by the institution. By using the end-of-day ledger, the FDIC will be able to apply a single standard across all failed banks in order to treat every transaction equally. This is also the same deposit balance used for Call Report and assessment purposes. There would be no requirements placed on open institutions as a result of this provision. The FDIC places a high priority on providing access to insured deposits promptly and, in the past, has usually been able to allow most depositors access to their deposits on the next business day. If adopted, the proposed rule would better enable the FDIC to continue this practice, especially for the larger, more complex institutions it insures.

The Federal Reserve Board in November 2007 approved final rules to implement the Basel II framework for large bank capital requirements. The new risk-based capital requirements apply to large, internationally active banking organizations in the United States. The new capital adequacy requirements were designed to align regulatory capital requirements with actual

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~~risks~~California Assembly Bill 1301 was signed by the Governor on July 16, 2008 and became law on January 1, 2009. Among other things, the bill eliminated unnecessary applications that consume time and resources of bank licensees and which in many cases are ~~expected~~now toperfunctory. All ~~strengthen~~of ~~banking~~current ~~organizations’~~Article 5 ~~risk-management~~— “Locations of ~~practices~~Head Office” of Chapter 3, and all of Chapter 4 — “Branch Offices, Other Places of Business and Automated Teller Machines” were repealed. ~~Basel~~A IInew ~~would~~Chapter ~~replace~~4 — “Bank Offices” was added. The new Chapter 4 requires notice to the California Department of Financial Institutions (“DFI”) the establishment of offices, rather than the current Uapplication process.S. Many ~~rules implementing~~of the ~~Basel~~current ~~Capital~~branch ~~Accord~~applications are perfunctory in nature and/or provide for a waiver of ~~1988~~application. Banks, ~~(Basel~~on I)an exception basis, may be subject to more stringent requirements as deemed necessary. As an example, new banks, banks undergoing a change in ownership and banks in less than satisfactory condition may be required ~~mandatory~~to ~~for~~obtain ~~large,~~prior ~~internationally~~approval ~~active~~from ~~banking~~the ~~organizations~~DFI before establishing offices if ~~(so-called~~such activity is deemed to create an issue of safety and soundness. The bill eliminated unnecessary provisions in the Banking Law that are either outdated or have become undue restrictions to bank licensees. Chapter 6 — “~~core~~Powers and Miscellaneous Provisions” ~~banking~~was ~~organizations~~repealed. A ~~with~~new atChapter ~~least~~6 ~~$250~~- ~~billion~~“Restrictions inand ~~total~~Prohibited Practices” was ~~assets~~added. This orchapter atbrings ~~least~~together restrictions ~~$10~~in ~~billion~~bank activities as formerly found in ~~foreign~~Chapter ~~exposure)~~18 — “Prohibited Practices and ~~optional~~Penalties.” However, in bringing the restrictions into the new chapter, various provisions were updated to remove the need for prior approval by the DFI Commissioner. The bill renumbered current Banking Law ~~others~~sections to align like sections. ~~Under~~Chapter 4.5 ~~Basel~~— ~~II,~~“Authorizations ~~core~~for ~~banking~~Banks” ~~organizations~~was added. The purpose of the chapter is to provide exceptions to certain activities that would otherwise be ~~required~~prohibited toby ~~enhance~~other laws outside of the ~~measurement~~Financial Code. The bill added Article 1.5 - “Loan and ~~management~~Investment ofLimitations” ~~their~~to Chapter ~~risks,~~10 ~~including~~— ~~credit~~“Commercial ~~risk~~Banks.” This article is new in concept and ~~operational~~acknowledges that investment decisions are business decisions — so long as there is a diversification of the investments to spread any risk. ~~Core~~The ~~banking~~risk is ~~organizations~~diversified ~~will~~in bethis ~~required~~article toby ~~have~~placing ~~rigorous~~a ~~processes~~limitation ~~for~~on ~~assessing~~the ~~their~~loans and ~~overall~~investments ~~capital~~that ~~adequacy~~can inbe ~~relation~~made to ~~their~~any ~~total~~one ~~risk~~entity. This ~~profile~~section ~~and~~is a trade-off for elimination of applications to ~~publicly~~ ~~disclose~~the ~~information~~DFI for ~~about~~approval ~~their~~of ~~risk~~investments ~~profile~~in ~~and~~securities, ~~capital~~which ~~adequacy~~were repealed.

The new U.S. Basel II rule is technically consistent in most respects with international approaches and includes a number of prudential safeguards as originally proposed in September 2006. These safeguards include a requirement that banking organizations satisfactorily complete a four-quarter parallel run period before operating under the Basel II framework, a requirement that an institution satisfactorily complete a series of transitional periods before operating under Basel II without floors, and a commitment by the agencies to conduct ongoing analysis of the framework to ensure Basel II is working as intended. Basel II in the United States will be implemented with retention of the leverage ratio and prompt corrective action (PCA) requirements, which will continue to bolster capital and complement risk-based measures. Following a successful parallel run period, a banking organization would have to progress through three transitional periods (each lasting at least one year), during which there would be floors on potential declines in risk-based capital requirements. Those transitional floors would limit maximum cumulative reductions of a banking organization’s risk-based capital requirements to 5 percent during the first transitional floor period, 10 percent during the second transitional floor period, and 15 percent during the third transitional floor period. A banking organization would need approval from its primary federal regulator to move into each of the transitional floor periods, and at the end of the third transitional floor period to move to full Basel II.

In September 2007, the SEC and Federal Reserve Board of Governors adopted final rules to implement the bank “broker” provisions of the Gramm-Leach-Bliley Act. The rules define the scope of securities activities that banks may conduct without registering with the SEC as a securities broker and implement the most important “broker” exceptions for banks adopted by the GLB Act. Specifically, the rules implement the statutory exceptions that allow a bank, subject to certain conditions, to continue to conduct securities transactions for its customers as part of the bank’s trust and fiduciary, custodial and deposit “sweep” functions, and to refer customers to a securities broker-dealer pursuant to a networking arrangement with the broker-dealer. The rules are designed to accommodate the business practices of banks and to protect investors. The effective date for compliance is the first day of the bank’s fiscal year commencing after September 30, 2008.

The federal financial regulatory agencies in December 2006 issued an interagency policy statement on the allowance for loan and lease losses (ALLL) along with supplemental frequently asked questions. The policy statement revises and replaces a 1993 policy statement on the ALLL. The agencies issued the revised policy statement in view of today’s uncertain economic environment and the presence of concentrations in untested loan products in the loan portfolios of insured depository institutions. The policy statement has also been revised to conform with generally accepted accounting principles (GAAP) and post-1993 supervisory guidance. The 1993 policy statement described the responsibilities of the boards of directors, management, and banking examiners regarding the ALLL; factors to be considered in the estimation of the ALLL; and the objectives and elements of an effective loan review system, including a sound credit grading system. The policy statement reiterates that each institution has a responsibility for developing, maintaining and documenting a comprehensive, systematic, and consistently applied process appropriate to its size and the nature, scope, and risk of its lending activities for determining the amounts of the ALLL and the provision for loan and lease losses and states that each institution should ensure controls are in place to consistently determine the ALLL in accordance with GAAP, the institution’s stated policies and procedures, management’s best judgment and relevant supervisory guidance.

The policy statement also restates that insured depository institutions must maintain an ALLL at a level that is appropriate to cover estimated credit losses on individually evaluated loans determined to be impaired as well as estimated credit losses inherent in the remainder of the loan and lease portfolio, and that estimates of credit losses should reflect consideration of all significant factors that affect the collectibility of the portfolio as of the evaluation date. The policy statement states that prudent, conservative, but not excessive, loan loss allowances that represent management’s best estimate from within an acceptable range of estimated losses are appropriate.

The Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, and the Federal Deposit Insurance Corporation in December 2006 issued final guidance on sound risk management practices for concentrations in commercial real estate lending. The agencies observed that the commercial real estate is an area in which some banks are becoming increasingly concentrated, especially with small- to medium- sized banks that face strong competition in their other business lines. The agencies support banks serving a vital role in their communities by supplying credit for business and real estate development. However, the agencies are concerned that rising commercial real estate loan

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concentrations may expose institutions to unanticipated earnings and capital volatility in the event of adverse changes in commercial real estate markets. The guidance provides supervisory criteria, including numerical indicators to assist in identifying institutions with potentially significant commercial real estate loan concentrations that may warrant greater supervisory scrutiny, but such criteria are not limits on commercial real estate lending.

California Assembly Bill 1301 was signed by Gov. Schwarzenegger on July 16, 2008 and became law on January 1, 2009. Among other things, the bill eliminated unnecessary applications that consume time and resources of bank licensees and which in many cases are now perfunctory. All of current Article 5 – “Locations of Head Office” of Chapter 3, and all of Chapter 4 – “Branch Offices, Other Places of Business and Automated Teller Machines” were repealed. A new Chapter 4 – “Bank Offices” was added. The new Chapter 4 requires notice to the California Department of Financial Institutions (“CDFI”) the establishment of offices, rather than the current application process. Many of the current branch applications are perfunctory in nature and/or provide for a waiver of application. Banks, on an exception basis, may be subject to more stringent requirements as deemed necessary. As an example, new banks, banks undergoing a change in ownership and banks in less than satisfactory condition may be required to obtain prior approval from the CDFI before establishing offices if such activity is deemed to create an issue of safety and soundness. The bill eliminated unnecessary provisions in the Banking Law that are either outdated or have become undue restrictions to bank licensees. Chapter 6 – “Powers and Miscellaneous Provisions” was repealed. A new Chapter 6 - “Restrictions and Prohibited Practices” was added. This chapter brings together restrictions in bank activities as formerly found in Chapter 18 – “Prohibited Practices and Penalties.” However, in bringing the restrictions into the new chapter, various provisions were updated to remove the need for prior approval by the DFI Commissioner. The bill renumbered current Banking Law sections to align like sections. Chapter 4.5 – “Authorizations for Banks” was added. The purpose of the chapter is to provide exceptions to certain activities that would otherwise be prohibited by other laws outside of the Financial Code. The bill added Article 1.5 - “Loan and Investment Limitations” to Chapter 10 – “Commercial Banks.” This article is new in concept and acknowledges that investment decisions are business decisions – so long as there is a diversification of the investments to spread any risk. The risk is diversified in this article by placing a limitation on the loans and investments that can be made to any one entity. This section is a trade-off for elimination of applications to the DFI for approval of investments in securities, which were repealed.

Other changes AB 1301 made to the Banking Law:

· Authorized a bank or trust acting in any capacity under a court or private trust to arrange for the deposit of securities in a securities depository or federal reserve bank, and provided how they may be held by the securities depository;

· Reduced from 5% to 1% the amount of eligible assets to be maintained at an approved depository by an office of a foreign (other nation) bank for the protection of the interests of creditors of the bank’s business in this state or for the protection of the public interest;

· Enabled the ~~CDFI~~DFI to issue an order against a bank licensee parent or subsidiary;

· Provided that the examinations may be conducted in alternate examination periods if the ~~CDFI~~ DFI concludes that an examination of the state bank by the appropriate federal regulator carries out the purpose of this section, but the ~~CDFI~~DFI may not accept two consecutive examination reports made by federal regulators;

· Provided that the ~~CDFI~~DFI may examine subsidiaries of every California state bank, state trust company, and foreign (other nation) bank to the extent and whenever and as often as the ~~CDFI~~DFI shall deem advisable;

· Enabled the ~~CDFI~~DFI to issue an order or a final order to now include any bank holding company or subsidiary of the bank, trust company, or foreign banking corporation that is violating or failing to comply with any applicable law, or is conducting activities in an unsafe or injurious manner;

· Enabled the ~~CDFI~~DFI to take action against a person who has engaged in or participated in any unsafe or unsound act with regard to a bank, including a former employee who has left the bank.

In 2007 California, a new Section 691.1 was added to the Financial Code that exempts a bank from obtaining a securities permit for the following transactions:

· any offer (but not a sale) not involving a public offering by a bank organized under the laws of this state of its securities

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· the execution and delivery of any agreement for the sale of the securities pursuant to the offer if no part of the consideration for the securities is paid to or received by the bank and none of the securities are issued until the sale of the securities is authorized by the commissioner or exempted from authorization.

· any stock split by a bank organized under the laws of this state that is effected pursuant to an amendment to its articles, an agreement of merger, or a certificate of ownership that has been approved by the commissioner, unless this exemption is withheld by order of the commissioner

· any offer or sale of securities by a bank organized under the laws of this state that is either (1) to a person actually approved by the commissioner pursuant to Section 702 of the Financial Code to acquire control of the bank if all of the material terms and conditions of the offer and sale of securities are disclosed in the application for approval specified in Section 702 and the offer and sale of securities is in accordance with the terms and subject to the conditions of the approval to acquire control or (2) in a transaction exempted from the approval requirement of Section 701 by a regulation or an order of the commissioner, unless this exemption is withheld by order of the commissioner.

In California, effective January 1, 2007, a new law Financial Code Section 854.1 recognizes the ability of mortgage brokers to obtain the benefit of non interest-bearing accounts on trust funds deposited in a “commercial bank.” The provision applies to real estate brokers who collect payments or provide services in connection with a loan secured by a lien on real property and permits a mortgage broker to earn interest on an interest-bearing account at a financial institution. Interest on funds received by a real estate broker who collects payments or provides services for an “institutional investor” in connection with a loan secured by commercial real property may inure to the broker, if agreed to in writing by the broker and the institutional investor. For purposes of this law, commercial real property means real estate improved with other than a one-to-four family residence.

A 2007 California law makes it easier for California banks to accept deposits from local government agencies. Under the old law, local agency deposits over $100,000 had to be secured by collateral. Pursuant to the enactment of Assembly Bill 2011, banks would be able to acquire surplus public deposits exceeding $100,000 without pledging collateral if they participate in a deposit placement service where excess amounts are placed in certificates of deposit at other institutions within a network. Such a network (of which currently there is only one available in the market) permits the entire amount of a customer’s deposit to be FDIC-insured, and the bank taking the original deposit retains the benefit of the full amount of the deposit for lending or other purposes. AB 2011 clarifies that a local agency may deposit up to 30% of its surplus funds in certificates of deposit at a bank, savings association, savings bank, or credit union that participates in such a deposit-sharing network. Since the entire amount of the deposits would be FDIC-insured, a bank would not be required to pledge collateral. The bill permits agencies to make these deposits until January 1, 2012.

It is impossible to predict what effect the enactment of certain of the above-mentioned legislation will have on the Company. Moreover, it is likely that other bills affecting the business of banks may be introduced in the future by the United States Congress or California legislature.

Recent Accounting Pronouncements

~~Accounting~~Adoption of ~~for~~New ~~Business~~Financial ~~Combinations~~Accounting Standards

~~In December 2007, the~~ FASB ~~issued Statement of Financial~~ Accounting Standards ~~No. 141 (revised 2007), Business Combinations (“SFAS No. 141R”). SFAS No. 141(R), among other things,~~ ~~establishes~~Codification™ ~~principles and requirements for how the acquirer in a business combination~~ (~~i) recognizes~~ASC and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired business, (ii) recognizes and measures the goodwill acquired in the business combination or ~~a gain from a bargain purchase, and (iii~~Codification) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The Company is required to adopt SFAS No. 141(R) for all business combinations for which the acquisition date is on or after January 1, 2009. Earlier adoption is prohibited. This standard will change the accounting treatment for business combinations on a prospective basis.

20In June 2009, the Financial Accounting Standards Board (FASB) issued new accounting standard ASC 105-10 (previously SFAS No. 168), The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles. With the issuance of ASC 105-10, the FASB Accounting Standards Codification (“the Codification” or “ASC”) becomes the single source of authoritative U.S. accounting and reporting standards applicable for all nongovernmental entities. Rules and interpretive releases of the SEC under the authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. This change is effective for financial statements issued for interim or annual periods ended after September 15, 2009. Accordingly, all specific references to generally accepted accounting principles (GAAP) refer to the Codification.

Noncontrolling Interests in Consolidated Financial Statements

In December 2007, the FASB issued ASC 810-10-65-1, (previously SFAS No. 160), Noncontrolling Interests in Consolidated Financial Statements. This standard requires that a noncontrolling interest in a subsidiary be reported separately within equity and the amount of consolidated net income specifically attributable to the noncontrolling interest be identified in the consolidated financial statements. It also calls for consistency in the manner of reporting changes in the parent’s ownership interest and requires fair value measurement of any noncontrolling equity investment retained in a deconsolidation. This standard was effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. We adopted the provisions of this standard on January 1, 2009 without a material impact on our financial condition or results of operations.

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~~The~~FASB Clarifies ~~Hierarchy~~Other-Than-Temporary ~~of Generally Accepted Accounting Principles~~Impairment

In ~~May 2008~~April 2009, the FASB issued ~~SFAS~~ASC No. 320-10-35 ~~162,~~(previously ~~The~~FSP ~~Hierarchy~~115-2 ofand ~~Generally~~124-2 ~~Accepted~~and ~~Accounting~~EITF 99-20-2), ~~Principles~~Recognition ~~(SFAS~~and ~~No.~~Presentation ~~162).~~of Other-Than-Temporary-Impairment. This standard ~~identifies~~(i) changes previously ~~the~~existing ~~sources~~guidance offor ~~accounting~~determining ~~principles~~whether an impairment to debt securities is other than temporary and (ii) replaces the previously ~~framework~~existing ~~for~~requirement ~~selecting~~that the ~~principles~~entity’s tomanagement beassert ~~used~~it inhas both the ~~preparation of~~intent ~~financial~~and ~~statements~~ability ofto ~~nongovernmental~~hold ~~entities~~an ~~that~~impaired ~~are~~security ~~presented~~until ~~in conformity~~recovery with ~~accounting~~a ~~principles~~requirement ~~generally~~that management ~~accepted~~assert: in(a) it does not have the ~~United~~intent ~~States of~~to ~~America~~sell the security; and (~~GAAP~~b). it Itis ~~establishes~~more ~~that~~likely than not it will not have to sell the ~~GAAP~~security before ~~hierarchy~~recovery ~~should~~of beits ~~directed~~cost basis. Under this standard, declines in fair value below cost that are deemed to be other ~~entities~~than ~~because~~temporary itare isreflected ~~the~~in ~~entity~~earnings ~~(not~~as realized losses to the ~~auditor)~~extent ~~that~~the impairment is ~~responsible~~related to credit losses for ~~selecting~~ ~~accounting~~both ~~principles~~held-to-maturity and available-for-sale ~~financial~~securities. The amount ~~statements~~of ~~that~~impairment ~~are~~related ~~presented~~to other factors is recognized in other ~~conformity~~comprehensive ~~with GAAP~~income. These ~~SFAS~~changes ~~162~~were effective ~~was~~for ~~effective~~interim ~~November~~and annual periods ended after June 15, ~~2008~~2009. ~~The~~We adopted ~~adoption~~the provisions of this ~~Statement~~standard on April 1, 2009 and they did not have a ~~any~~material ~~effect~~impact on ~~the~~our ~~Company’s~~financial ~~consolidated~~condition ~~financial~~or ~~statements~~results of operations.

FASB Clarifies Application of Fair Value Accounting

In April 2009, the FASB issued ASC 820-10 (previously FSP FAS 157-4), Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. This standard affirms the objective of fair value when a market is not active, clarifies and includes additional factors for determining whether there has been a significant decrease in market activity, eliminates the presumption that all transactions are distressed unless proven otherwise, and requires an entity to disclose a change in valuation technique. This standard was effective for interim and annual periods ended after June 15, 2009. We adopted the provisions of this standard on April 1, 2009 and they did not have a material impact on our financial condition or results of operations.

Measuring Liabilities at Fair Value

In August 2009, the FASB issued ASU No. 2009-05, Fair Value Measurements and Disclosures (ASC Topic 820) — Measuring Liabilities at Fair Value. This update provides amendments for the fair value measurement of liabilities. It provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more techniques. It also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. This update was effective for the first reporting period (including interim periods) beginning after August 2009. We adopted the provisions of this update on October 1, 2009 and they did not have a material impact on our financial condition or results of operations.

Business Combinations

In December 2007, the FASB issued ASC Topic 805 (previously SFAS 141(R)), Business Combinations. This standard broadens the guidance for business combinations and extends its applicability to all transactions and other events in which one entity obtains control over one or more other businesses. It broadens the fair value measurement and recognition of assets acquired, liabilities assumed, and interests transferred as a result of business combinations. The acquirer is no longer permitted to recognize a separate valuation allowance as of the acquisition date for loans and other assets acquired in a business combination. It also requires acquisition-related costs and restructuring costs that the acquirer expected but was not obligated to incur to be expensed separately from the business combination. It also expands on required disclosures to improve the ability of the users of the financial statements to evaluate the nature and financial effects of business combinations. This standard was effective for the first annual reporting period beginning on or after December 15, 2008.

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Item 1a. Risk Factors

This discussion ~~and analysis~~ provides insight into Management’s assessment of ~~the~~risks ~~operating~~relating ~~trends~~to ~~over~~our ~~the last~~business ~~several years~~ and its expectations for ~~2009~~2010. Such expressions of expectations are not historical in nature and are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks and uncertainties that may cause actual future results to differ materially from those expressed in any forward-looking statement. Such risks and uncertainties with respect to the Company include:

· ~~increased~~declines in the Company’s and the Bank’s ~~competitive~~regulatory ~~pressure~~capital ~~among~~ratios ~~financial~~which ~~services~~have ~~companies~~resulted in the issuance of a going concern emphasis of a matter paragraph in the audit report issued by the Company’s independent registered public accounting firm;

· ~~changes in~~operating ~~the~~restrictions ~~interest~~placed ~~rate~~on ~~environment~~the Company ~~reducing~~and ~~interest~~the ~~margins~~Bank orby ~~increasing interest~~its ~~rate risk~~regulators;

· continued deterioration in real estate markets and in general economic conditions, internationally, nationally orand in the State of California;

· ~~the occurrence~~increased ofloan ~~future~~delinquencies, ~~events~~foreclosures, and ~~such~~customer asbankruptcies due to the ~~terrorist~~decline ~~acts~~in the value of ~~September~~real ~~11,~~estate collateral ~~2001~~securing such loans and the high unemployment rate;

· changes in the interest rate environment which have reduced interest margins and increased interest rate risk;

· the availability of sources of liquidity at a reasonable cost;

· ~~the~~increased ~~ability~~competitive topressure ~~maintain historical~~among ~~growth~~financial ~~rates;~~services ~~and~~companies;

· legislative or regulatory changes adversely affecting the business in which the Company engages.;

~~Competition~~· technology implementation problems, computer system failures or security breaches; and

~~The~~· raising ~~Company~~additional ~~faces~~capital ~~competition from~~that ~~other~~could ~~financial institutions and from businesses in other industries that~~ have ~~developed~~a ~~financial~~dilutive ~~products.~~effect ~~Banks~~on ~~once had an almost exclusive franchise for deposit products and provided~~ the ~~majority of business financing. With~~ ~~deregulation~~existing ~~other~~holders ~~kinds~~ of ~~financial institutions began to offer competing products. Also, increased competition in consumer financial products has come from companies not typically associated with~~ the banking and financial services industry, such as AT&T, General Motors and various software developers. Similar competition is faced for commercial financial products from insurance companies and investment bankers. Community banks, including the Company, attempt to offset this trend by developing new products that capitalize on the service quality that a local institution can offer. Among these are new loan, deposit, and investment products. The Company’s ~~primary~~common ~~competitors are different for each specific product and market area~~stock. While this offers special challenges for the marketing of our products, it offers protection from one competitor dominating the Company in its market areas. Many of these competitors are much larger in total assets and capitalization, have greater access to capital markets and offer a broader array of financial services than we do, which creates certain competitive disadvantages for the Company.

~~Changes~~Going Concern Risk. The Company and its subsidiary Bank have been significantly and adversely impacted by the continued decline in economic conditions in the U.S. and, more specifically, ~~Economic~~Northern ~~Conditions~~California. The Bank faces unprecedented challenges with the increasing level of nonperforming loans and related foreclosed real estate, both of which are severely impacted by the steep declines in the underlying value of real estate collateral which has resulted in greater provisions for loan losses and write downs of other real estate values. Shareholders’ equity of the Company has decreased from $40.1 million at December 31, 2008 to $16.0 million at December 31, 2009. As a result, the Company and the Bank are considered to be “undercapitalized” for bank regulatory purposes as of December 31, 2009. These conditions create a substantial doubt about the Company’s and Bank’s ability to continue as a going concern. The Company’s Annual Report on Form 10-K for 2009 includes an audit report by the Company’s independent registered public accounting firm containing an emphasis of a matter paragraph related to the Company’s ability to continue as a going concern.

~~Changes~~The inCompany’s ~~economic~~agreement ~~conditions could~~with ~~materially affect~~ the ~~Company. Our~~Federal Reserve ~~business~~Board isof ~~directly~~Governors ~~affected~~(“FRB”). We byentered ~~changes~~into inan ~~economic~~agreement ~~conditions, including~~(“FRB ~~finance,~~Agreement”) ~~legislative~~with ~~and~~the ~~regulatory~~FRB ~~changes~~where ~~and~~we ~~changes~~agreed into ~~government~~certain ~~monetary and~~covenants ~~fiscal policies~~ and ~~inflation, all of which are beyond our control. Continued deterioration in economic~~ conditions that ~~could~~require ~~result~~us, inamong ~~the~~other ~~following consequences.~~things:

· ~~Problem~~to not receive dividends or distributions that ~~assets~~represent ~~and~~a ~~foreclosures~~reduction ~~may~~of ~~increase~~capital from the Bank, without the prior approval of the FRB;

· ~~Demand~~to not declare or pay dividends or distributions ~~for~~without ~~our~~the ~~products~~prior ~~and~~approval ~~services~~of ~~may~~the ~~decline~~FRB;

· to not incur any new debt, increase or renew any existing debt, or guarantee any debt, without the prior approval of the FRB;

· to not issue any trust preferred securities without the prior approval of the FRB; and

· to not purchase, redeem, or otherwise acquire any of our stock without the prior approval of the FRB.

The Bank is subject to certain operating restrictions. The Bank agreed to certain covenants and conditions in the informal joint Memorandum of Understanding effective April 21, 2009 between the Bank and its primary regulators, the Federal Deposit Insurance Corporation (FDIC) and California Department of Financial Institutions (DFI) that restrict the operations of the Bank, including retaining qualified management, improving asset quality by reducing classified assets by collection or charge-off, maintaining an adequate loan loss allowance, reducing the aggregate amount of credit outstanding for borrowers of non-owner occupied commercial real estate and construction land development loans, improving the Bank’s overall risk profile, increasing the Bank’s Tier 1 capital ratio to equal or exceed 10% and not paying cash dividends without the prior written consent of the FDIC and DFI. Management of the Bank expects to fully comply with such operating restrictions, to include the raising of additional capital discussed at Note 2 to the Consolidated Financial Statements. However, there are no assurances that the actions by management of the Bank and the Company to comply with such restrictions will be fully compliant.

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As a result of a regularly scheduled and recently concluded joint FDIC and DFI examination, management expects to receive a formal order (“Order”) from the FDIC and the DFI which will replace the informal Memorandum of Understanding discussed above. The Order is expected to include provisions to further strengthen and improve asset quality, enhance problem loan identification policies and procedures including identification of impaired loans and troubled debt restructured loans, reduce the level of classified assets, maintain certain capital ratios and request regulatory approval prior to paying any cash dividends. At this time, management does not know what impact the Order will have on the Company’s business strategies. Furthermore as the Bank is considered “undercapitalized” for bank regulatory purposes under the Prompt Corrective Action regulations, it will be required to file a capital restoration plan and is automatically subject to among other things, restrictions on dividends, restrictions on access to the Federal Reserve’s discount window, restrictions on asset growth, and being prohibited from opening new branches, making acquisitions or engaging in new lines of business without the approval of the FDIC.

Continued deterioration of real estate markets could result in further losses for the Company as nonperforming assets take significant time to resolve and adversely affect our results of operations and financial condition. As of December 31, 2009, approximately 58% of the loans of the Bank were secured by real estate. The risk of nonpayment of loans is inherent in commercial banking. Such nonpayment, if it occurs, would likely have a material adverse effect on the Bank’s earnings and the overall financial condition of the Company. Furthermore, the ability of the Bank to originate loans secured by real estate may be impaired by adverse changes in local and regional economic conditions in the real estate market, increasing interest rates or by acts of nature, including earthquakes and flooding. Due to our concentration of real estate collateral, these events could have a material adverse impact on the value of the collateral underlying loans resulting in losses. Such resulting losses might materially adversely affect our financial condition.

At December 31, 2009, our nonperforming loans were 11.8% of total loans, and at December 31, 2009, our nonperforming assets (which includes foreclosed real estate) were 12% of total assets. Nonperforming assets adversely affect our net income in various ways. Until economic and market conditions improve, we expect to continue to incur losses relating to nonperforming assets. We generally do not record interest income on nonperforming loans or other real estate, thereby adversely affecting our income and increasing our loan administration costs. When we take collateral in foreclosures and similar proceedings, we are required to mark the related asset to the then fair market value of the collateral, which may result in a loss. An increase in the level of non-performing assets increases our risk profile and may impact the capital levels our regulators believe are appropriate in light of the ensuing risk profile. When we reduce problem assets through loan sales, workouts, restructurings and otherwise, decreases in the value of the underlying collateral, or in these borrowers’ performance or financial condition, whether or not due to economic and market conditions beyond our control, could adversely affect our business, results of operations and financial condition. In addition, the resolution of nonperforming assets requires significant commitments of time from management and our directors, which can be detrimental to the performance of their other responsibilities. There can be no assurance that we will not experience future increases in nonperforming assets or that the disposition of such non-performing assets will not adversely affect our profitability.

Continued deterioration of economic conditions could hurt the financial condition of the Company and the Bank. The banking business is affected by general economic and political conditions, both domestic and international. The weakened general economic conditions have adversely affected the profitability of the Company and the Bank.

Most of the Bank’s assets and deposits are generated in California. As a result, poor economic conditions in California have caused the Bank to incur losses associated with higher default rates and decreased collateral values in its loan portfolio. Economic conditions in California are subject to various uncertainties at this time, including the impact of the decline in real estate values, higher unemployment, inflation in energy costs and consumer prices, and the fiscal crisis of the state of California. If economic conditions in California continue to decline, the Bank expects that its level of problem assets could increase accordingly.

The operations of the Company are primarily located in Northern California. As a result of this geographical concentration, the Company’s results depend largely upon the economic conditions in Northern California. Adverse economic conditions in Northern California may have a material adverse affect on the financial condition and results of operations of the Company. A further deterioration in economic conditions locally, regionally or nationally could result in a further economic downturn in Northern California with the following consequences, any of which could further adversely affect our business:

· loan delinquencies and defaults may increase;

· problem assets and foreclosures may increase;

· demand for our products and services may decline;

· low cost or noninterest bearing deposits may decrease;

· collateral for loans may decline in value, in turn reducing customers’ borrowing power, and reducing the value of assets and collateral as sources of repayment of existing loans;

· foreclosed assets may not be able to be sold;

· volatile securities market conditions could adversely affect valuations of investment portfolio assets; and

· reputational risk may increase due to public sentiment regarding the banking industry.

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~~· Low~~Tight ~~cost~~credit markets and liquidity risk could adversely affect our business, financial condition and results of operations. Continued tight credit markets and/or ~~non-interest~~any ~~bearing~~inability to obtain adequate funds for continued loan growth at an acceptable cost could adversely affect our asset growth and liquidity position and, therefore, our earnings capability. In addition to core deposit growth, maturity of investment securities and loan payments, we also rely on nonbrokered time certificates of deposits. ~~may~~Our ~~decrease~~ability to obtain additional sources is impaired by the deterioration in our financial condition as well as factors that are not specific to us, such as a disruption in the financial markets or negative views and expectations for the financial services industry or serious dislocation in the general credit markets. In the event such a disruption should occur, our ability to access these sources could be adversely affected both as to price and availability, which would limit or potentially raise the cost of the funds available to us.

~~· Collateral~~Our focus ~~for~~on ~~loans~~lending to small to mid-sized community-based businesses may increase our credit risk. As of December 31, ~~especially~~2009, our commercial real estate loans amounted to $228.7 million, ~~may~~or ~~decline~~52.79% inof ~~value~~our total loan portfolio, ~~reducing~~and our commercial business loans amounted to $80.8 million, or 18.64% of our total loan portfolio. Commercial real estate and commercial business loans generally are considered riskier than single-family residential loans because they have larger balances to a single borrower or group of related borrowers. Commercial real estate and commercial business loans involve risks because the ~~value~~borrowers’ ability to repay the loans typically depends primarily on the successful operation of the businesses or ~~assets~~the properties securing the loans. Most of the Bank’s commercial real estate and ~~collateral~~commercial ~~associated~~business ~~with~~loans are made to small business or middle market customers who may have a heightened vulnerability to economic conditions. Moreover, a portion of these loans have been made by us in recent years and the borrowers may not have experienced a complete business or economic cycle. Furthermore, the deterioration of our ~~existing~~borrowers’ businesses may hinder their ability to repay their loans with us, which could adversely affect our results of operations.

InChanges in ~~view~~net ofinterest income and net interest margin. Net interest income is the ~~concentration~~difference ofor spread between the interest and fees ~~our~~earned ~~operations~~on loans and investments (the ~~collateral~~Company’s ~~securing~~earning ~~our~~assets) ~~loan~~and ~~portfolio,~~the weinterest expense ~~may~~paid on deposits and other liabilities. Net interest margin is net interest income expressed as a percentage of average earning assets. It is used to measure the difference between the average rate of interest earned on assets and the average rate of interest that must be paid ~~particularly~~on ~~susceptible~~liabilities used to fund those assets. To maintain its net interest margin, the ~~adverse~~Company ~~economic~~must ~~conditions~~manage the relationship between interest earned and paid. A shift in the ~~state~~relative size of these major balance sheet categories has an ~~California~~impact on net interest income and net interest margin. To the extent that funds invested in securities can be repositioned into loans, earnings increase because of the ~~seven~~higher ~~counties~~rates ~~where~~paid ~~our~~on ~~business~~loans. However, additional credit risk is incurred ~~concentrated~~with loans compared to the very low risk of loss on securities, and the Company must carefully monitor the underwriting process to ensure that the ~~continuing~~benefit ~~adverse~~of ~~changes~~the inadditional interest earned is not offset by additional credit losses. In general, depositors are willing to accept a lower rate on their funds than are other providers of funds because of FDIC insurance coverage. To the ~~real~~extent ~~estate~~that ~~markets~~the weCompany ~~serve~~can fund asset growth by deposits, especially the lower cost transaction accounts, rather than borrowing funds from other financial institutions, the average rates paid on funds will be less, and net interest income more.

~~Beginning~~Although in the ~~summer of 2004~~Company ~~and~~expects ~~through~~to ~~2006~~continue ~~the~~to ~~Federal~~realize ~~Reserve~~income ~~Board~~from ~~raised~~ its ~~target~~net ~~rate~~interest ~~and~~margin byspread, ~~the~~an ~~end~~increase ofin ~~2006~~interest itrates ~~had~~may ~~increased~~adversely byaffect ~~4.25% to 8.25%. In 2007~~ the ~~rate~~ability ~~was~~of ~~unchanged~~borrowers ~~until September 18, when it was lowered~~with byvariable 25rate ~~basis~~loans ~~points. Subsequent adjustments~~ to ~~lower~~pay the ~~rate~~interest ~~further~~on, ~~were done in October~~ and ~~December~~principal of ~~2007 with a year end rate of 7.25%. Then in January of 2008~~, ~~at an unscheduled meeting, the Federal Reserve Board lowered the~~their ~~target rate by 75 basis points to 6~~obligations.~~50%~~ ~~and again by 50 basis points on January 30, 2008 to 6.0%.~~ The ~~rate~~Company ~~was~~cannot ~~lowered five~~control ~~more~~these ~~times during 2008 and ended the year with a 75 basis point drop on December 16, 2008 to fix the rate at 3~~factors.~~25%. These actions~~ byThe ~~the~~changes ~~Federal~~in ~~Reserve~~levels ~~Board were brought on by conditions~~ of ~~slowing~~ ~~economic growth reflecting the intensification of the housing correction and declines in business and consumer spending. These changes impacted the Company as~~ market interest rates ~~for~~could ~~loans, investments~~materially ~~and~~affect ~~deposits respond to the Federal Reserve Board’s actions. A significant portion of~~ our ~~total~~net ~~loan~~interest ~~portfolio~~spread, ~~is related to real estate~~asset ~~obligations~~quality, ~~particularly~~loan ~~residential~~origination ~~real~~volume ~~estate~~and ~~loans~~overall profitability.

~~Dramatic negative developments~~The inCompany ~~the~~faces ~~latter~~intense ~~half~~competition offrom ~~2007~~larger, ~~and~~more ~~throughout~~established ~~2008 in the subprime mortgage market~~institutions. ~~and~~The ~~the~~banking ~~securitization~~business ~~markets~~in ~~for~~California ~~such~~is ~~loans~~highly ~~have~~competitive ~~resulted~~with inrespect ~~uncertainty in~~to ~~the~~virtually ~~financial~~all ~~markets~~products ~~resultant~~and ~~downturn~~services inand ~~2008~~has ~~and~~become ~~the~~increasingly ~~expectation~~so ofin arecent ~~continuing~~years. ~~global~~With ~~economic~~respect ~~downturn~~to incommercial ~~2009.~~bank ~~Commercial~~competitors, asmajor ~~well~~banks asdominate ~~consumer~~the ~~loan~~industry. Most ~~portfolio~~such ~~performances~~banks ~~have~~offer ~~deteriorated~~certain services atwhich ~~many institutions and~~ the ~~competition~~ ~~for~~Bank ~~deposits~~is ~~and~~not ~~quality~~equipped ~~loans~~to ~~has~~offer ~~increased~~directly ~~significantly.~~(but ~~The values~~some of ~~real~~which the ~~estate~~Bank ~~collateral~~offers ~~supporting~~indirectly ~~many~~through ~~commercial~~correspondent ~~loans~~institutions) and, ~~home~~by virtue ~~mortgages~~of ~~have~~their ~~declined~~greater ~~and~~total ~~may~~capitalization, ~~continue.~~such ~~Bank~~banks ~~and~~also ~~bank~~have ~~holding company stock~~substantially ~~prices~~higher ~~have~~lending ~~been~~limits ~~negatively~~than ~~affected as has~~ the ~~ability~~Bank ~~of banks and bank~~has. ~~holding~~In ~~companies~~addition to ~~raise~~commercial ~~capital~~banks, ~~or borrow in~~ the ~~debt~~Bank ~~markets~~competes ~~compared~~with tosavings ~~recent~~institutions, ~~years.~~credit ~~There~~unions, isand ~~potential~~numerous ~~for~~nonbanking ~~additional~~companies ~~federal~~that oroffer ~~state laws and~~money ~~regulations~~market ~~regarding lending~~ and ~~funding~~mutual ~~practices~~funds, ~~and~~wholesale ~~liquidity standards~~finance, ~~and~~ ~~bank~~credit ~~regulatory~~card, ~~agencies~~and ~~are~~other ~~expected to be very aggressive in responding~~consumer tofinance ~~concerns and trends identified in examinations~~services, including ~~the~~on-line ~~expected issuance~~banking ofservices ~~many~~and ~~formal~~personal ~~enforcement orders~~finance software. Mergers ~~The~~between ~~Company cannot predict whether~~financial orinstitutions, ~~when~~federal ~~potential~~and ~~legislation~~state ~~will~~interstate bebanking ~~enacted~~laws, and ~~if enacted, the effect that~~technological ~~it,~~innovation ~~or any implementing regulations and supervisory policies, would~~ have onalso ~~our financial~~resulted ~~condition~~in orincreased ~~results~~competition ofin ~~operations. In addition,~~ the ~~outcome of~~financial ~~examinations,~~services ~~any~~markets. No ~~litigation~~assurance orcan ~~any investigations initiated by state or~~be ~~federal~~given ~~authorities~~that ~~may~~the ~~result~~Bank’s inefforts ~~necessary~~to ~~changes~~compete inwith ~~our~~these ~~operations~~other ~~and~~financial ~~increased~~institutions ~~compliance~~will ~~costs~~be successful.

InThe Company ~~addition,~~is ~~the~~dependent ~~instability~~on ofmanagement. The ~~the~~success ~~markets and weakness~~ of the ~~economy could~~Company ~~affect~~is ~~the~~dependent ~~strength~~on of the ~~Company’s~~services ~~customers~~and orprospective ~~counterparties,~~customer ~~their~~relationships ~~willingness~~of toits dokey ~~business,~~officers. The ~~and/or~~loss ~~their~~of ~~ability~~any tokey officer ~~fulfill~~for ~~their~~any ~~obligations, which~~reason could ~~further~~have ~~affect~~a ~~the~~material ~~Company’s~~adverse ~~earnings~~effect ~~as loans are placed~~ on ~~non-accrual~~ ~~status~~the Company. There ~~Further,~~is ~~under~~also ~~these~~no ~~circumstances,~~guaranty ~~an additional provision~~that ~~for~~the ~~loan~~Company ~~and~~would ~~lease losses or unfunded commitments may~~ be ~~required.~~able ~~Current conditions,~~to ~~including~~replace ~~increasing~~such ~~unemployment,~~individuals ~~deteriorating~~with ~~corporate performance,~~persons ~~the continued softening~~ of comparable ~~real~~skills ~~estate~~or ~~markets~~with ~~and~~comparable ~~the~~customer ~~decline~~relationships. The ~~of home~~Company ~~sales~~also ~~and~~may ~~property~~not ~~values,~~be ~~could~~able ~~negatively~~to ~~affect the volume of loan~~attract ~~originations~~ and ~~prepayments,~~retain ~~the~~additional ~~value~~key ofpersonnel ~~the~~with ~~real estate securing~~ the ~~Company’s mortgage~~skills ~~loans,~~ and ~~borrowers’~~expertise ~~ability~~necessary to ~~repay loan obligations, all of which~~ ~~could~~achieve ~~adversely impact the Company’s earnings~~ and ~~financial~~manage ~~condition~~its operations.

The continued economic downturn could also affect the market value of investment securities if it is determined that an investment is other than temporarily impaired. The length of time and extent to which the market value has been less than cost; the financial condition of the issuer of the security and its ability to recover market value; and the Corporation’s intent and ability to hold the security to recovery are factors in this determination.

Risk Management

The Company sees the process of addressing the potential impacts of the external factors listed above as part of its management of risk. In addition to common business risks such as disasters, theft, and loss of market share, the Company is subject to special types of risk due to the nature of its business. New and sophisticated financial products are continually appearing with different types of risk which need to be defined and managed if the Company chooses to offer them to its customers. Also, the risks associated with existing products must be reassessed periodically. The Company cannot operate risk-free and make a profit. Instead, the process of risk definition and assessment allows the Company to select the appropriate level of risk for the anticipated level of reward and then decide on the steps necessary to manage this risk. The Company’s Risk Officer and the other members of its Senior Management Team under the direction and oversight of the Board of Directors lead the risk management process.

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~~Some~~Governmental supervision of ~~the~~banking, monetary ~~risks~~policies ~~faced~~and byintervention to stabilize the U.S. financial system may ~~Company~~affect our business and are ~~those~~beyond ~~faced~~our bycontrol. Banks ~~most~~are subject ~~enterprises~~to —extensive ~~reputational~~governmental ~~risk~~supervision, ~~operational~~regulation and control by ~~risk,~~regulatory agencies and ~~legal~~entities, ~~risk.~~which ~~The~~have ~~special~~materially ~~risks~~affected ~~related~~the tobusiness of financial ~~products~~institutions. In ~~are~~recent years ~~credit~~the ~~risk~~regulations ~~and~~applicable ~~interest~~to ~~rate~~banks ~~risk.~~have ~~Credit risk~~changed ~~relates~~dramatically, tohave substantially affected the ~~possibility~~banking ~~that~~business aand ~~debtor~~increased ~~will~~the ~~not~~cost ~~repay~~of ~~according~~doing business. The toprimary ~~the terms~~objective of ~~the~~these agencies ~~debt~~and ~~contract.~~entities ~~Credit~~is ~~risk~~to isprotect ~~discussed~~bank indepositors ~~the~~and ~~sections~~other ~~related~~customers toand not ~~loans.~~shareholders, ~~Interest~~whose ~~rate~~respective ~~risk~~interests iswill ~~discussed~~often indiffer. The ~~the~~regulatory ~~sections~~agencies ~~related~~and toentities ~~Liquidity~~have ~~and~~the ~~Market~~legal ~~Risk~~authority ~~Management~~to ~~and~~impose ~~relates~~restrictions which they believe are needed to ~~the~~protect depositors ~~adverse~~and ~~impacts~~customers of ~~changes~~banking ~~in interest~~institutions, ~~rates.~~even ~~The~~if ~~effective~~the ~~management~~restrictions limit the ability of ~~these~~the banking institution to expand its business and introduce ~~other~~new ~~risks~~financial ~~mentioned~~products and services. ~~above~~Such isregulatory restrictions are likely to reduce the ~~backbone~~amount of investment ~~the~~risk ~~Company’s~~and ~~business~~resulting ~~strategy~~potential financial gains that banks may assume.

~~Managing~~Recent legislation ~~Our~~including ~~Growth~~the Emergency Economic Stabilization Act of 2008 (the “EESA”), signed into law by President Bush on October 3, 2008, and the American Recovery and Reinvestment Act of 2009 (the “ARRA”), signed into law by President Obama on February 17, 2009, each include programs that are intended to help stabilize the U.S. financial system. However, it is uncertain whether such legislation will sufficiently resolve the volatility of capital and credit markets or improve capital and liquidity problems confronting the financial system. The failure of the EESA or ARRA to mitigate or eliminate such volatility and problems affecting the financial markets and a continuation or worsening of current financial market conditions could limit our access to capital or sources of liquidity in amounts and at times necessary to conduct operations in compliance with applicable regulatory requirements.

~~Our~~Recent ~~Company’s~~regulations ~~total assets~~issued ~~increased~~by ~~from~~the ~~$581~~FDIC ~~million~~to atlimit ~~December~~the ~~31,~~interest ~~2007~~rate tothat ~~$595~~may ~~million~~be atpaid ~~December~~on ~~31,~~deposits and the ~~2008.~~type ~~Management’s~~of ~~intention~~deposits isthat tomay ~~leverage~~be ~~the~~taken ~~Company’s~~by ~~current~~insured depository institutions that are ~~infrastructure~~less ~~and~~than by“well ~~acquiring~~capitalized”, including the ~~lowest~~Bank, ~~cost~~may ~~deposits~~result ~~available~~in ~~and allocating~~lower ~~those~~total deposits at ~~into~~the Bank that may require the ~~highest~~Bank ~~earning~~to sell assets ~~available, considering~~to ~~the~~compensate ~~related~~for ~~risk~~lower total ~~factors~~deposits. The ~~Although~~sale noof ~~assurance~~assets ~~can~~at less bethan ~~provided that~~cost ~~this~~by ~~strategy~~the ~~will~~Bank to compensate for lower deposits may result in losses ~~significant~~for ~~growth~~the Bank. In ~~Our~~addition, ~~ability~~the inability to ~~manage~~ bring in deposits will restrict the future growth of the Bank. The Company will ~~depend~~be ~~primarily~~required onto raise ~~our~~additional ~~ability~~capital to: provide the necessary capital to the Bank to allow it to be “well capitalized” and be exempt from such interest rate limitations.

~~· monitor~~Technology implementation problems or computer system failures could adversely affect us. Our future growth prospects will be highly dependent on the ability of the Bank to implement changes in technology that affect the delivery of banking services such as the increased demand for computer access to bank accounts and the availability to perform banking transactions electronically. The Bank’s ability to compete will depend upon its ability to continue to adapt technology on a timely and cost-effective basis to meet such demands. In addition, the Company’s business and operations; and those of the Bank could be susceptible to adverse effects from computer failures, communication and energy disruption, and activities such as fraud of unethical individuals with the technological ability to cause disruptions or failures of the Bank’s data processing system.

~~· control~~Information security ~~funding~~breaches or other technological difficulties could adversely affect ~~costs~~us. We cannot be certain that the continued implementation of safeguards will eliminate the risk of vulnerability to technological difficulties or failures or ensure the absence of a breach of information security. The Bank will continue to rely on the services of various vendors who provide data processing and ~~operating~~communication ~~expenses;~~services to the banking industry. Nonetheless, if information security is compromised or other technology difficulties or failures occur at the Bank or with one of our vendors, information may be lost or misappropriated, services and operations may be interrupted and the Bank could be exposed to claims from its customers as a result.

· Our controls over financial reporting and related governance procedures may fail or be circumvented. Management regularly reviews and updates our internal control over financial reporting, disclosure controls and procedures, and corporate governance policies and procedures. We maintain controls and procedures to ~~positive~~mitigate risks such as processing system failures or errors and customer ~~relations;~~or employee fraud, and we maintain insurance coverage for certain of these risks. Any system of controls and procedures, however well designed and operated, is based in part on certain assumptions and provides only reasonable, not absolute, assurances that the objectives of the system are met. Events could occur which are not prevented or detected by our internal controls, are not insured against, or are in excess of our insurance limits. Any failure or circumvention of our controls and procedures, or failure to comply with regulations related to controls and procedures, could have an adverse effect on our business.

~~· attract,~~The ~~assimilate~~effects of legislation in response to current credit conditions may adversely affect us. Legislation that has or may be passed at the federal level and/or ~~retain~~by ~~qualified~~the ~~personnel~~State of California in response to current conditions affecting credit markets could cause us to experience higher credit losses if such legislation reduces the amount that the Bank’s borrowers are otherwise contractually required to pay under existing loan contracts. Such legislation could also result in the imposition of limitations upon the Bank’s ability to foreclose on property or other collateral or make foreclosure less economically feasible. Such events could result in increased loan and lease losses and require a material increase in the allowance for loan and lease losses.

The ~~Impact~~ effects of ~~Changes~~changes to FDIC insurance coverage limits are uncertain and increased premiums adversely affect us. EESA included a provision for an increase in ~~Assets~~the amount of deposits insured by the FDIC to $250,000. In addition, the FDIC recently adopted a final rule revising its risk-based assessment system, effective April 1, 2009. The changes to the assessment system involve adjustments to the risk-based calculation of an institution’s unsecured debt, secured liabilities and ~~Liabilities~~brokered deposits. Further potential increases in FDIC insurance premiums will add to ~~Net~~our ~~Interest~~cost ~~Income~~of operations and ~~Net~~could ~~Interest~~have a ~~Margin~~significant impact on us. On September 30,

The Company earns income from two sources. The primary source is from the management of its financial assets and liabilities and the second is from charging fees for services provided. The first source involves functioning as a financial intermediary, that is, the Company accepts funds from depositors or obtains funds from other creditors and then either lends the funds to borrowers or invests those funds in securities or other financial instruments. Income is earned as a spread between the interest earned from the loans or investments and the interest paid on the deposits and other borrowings. The second source, fee income, is discussed in other sections of this analysis, specifically in “Noninterest Revenue.”

Changes in Net Interest Income and Net Interest Margin

Net interest income is the difference or spread between the interest and fees earned on loans and investments (the Company’s earning assets) and the interest expense paid on deposits and other liabilities. The amount by which interest income will exceed interest expense depends on two factors: (1) the volume or balance of earning assets compared to the volume or balance of interest-bearing deposits and liabilities, and (2) the interest rate earned on those interest earning assets compared with the interest rate paid on those interest-bearing deposits and liabilities.

Net interest margin is net interest income expressed as a percentage of average earning assets. It is used to measure the difference between the average rate of interest earned on assets and the average rate of interest that must be paid on liabilities used to fund those assets. To maintain its net interest margin, the Company must manage the relationship between interest earned and paid. A shift in the relative size of the major balance sheet categories has an impact on net interest income and net interest margin. To the extent that funds invested in securities can be repositioned into loans, earnings increase because of the higher rates paid on loans. However, additional credit risk is incurred with loans compared to the very low risk of loss on securities, and the Company must carefully monitor the underwriting process to ensure that the benefit of the additional interest earned is not offset by additional credit losses. In general, depositors are willing to accept a lower rate on their funds than are other providers of funds because of the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage. To the extent that the Company can fund asset growth by deposits, especially the lower cost transaction accounts, rather than borrowing funds from other financial institutions, the average rates paid on funds will be less, and net interest income more.

The Allowance for Loan Losses May Not Cover Actual Loan Losses. We attempt to limit the risk that borrowers will fail to repay loans by carefully underwriting the loans, nevertheless losses can and do occur. We create an allowance for loan losses in our accounting records, based on estimates of the following:

· industry standards;

· historical experience with our loans;

· evaluation of qualitative factors such as loan concentrations and local economic conditions;

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~~· regular~~2009 the Bank paid a ~~reviews~~special FDIC insurance assessment of $267,513. The FDIC also adopted a rule requiring all insured depository institutions including the ~~quality~~Bank to prepay three years of FDIC assessments in the fourth quarter of 2009. The amount of this prepaid assessment was $3,879,000 ~~mix~~which ~~and~~is ~~size~~to be charged against income over a three year period. While the prepaid assessments are not charged to income for 2009, but rather will be expensed based on the Bank’s quarterly assessments under the new risk-based assessment system, the amount paid in December will reduce the cash and liquidity of the ~~overall~~Bank ~~loan~~at ~~portfolio;~~year end 2009. Due to the significant losses at failed banks and expected losses for banks that will fail, it is likely that FDIC insurance fund assessments on the Bank will increase, and such assessments may materially adversely affect the profitability of the Bank.

~~· regular~~We may ~~reviews~~raise additional capital, which could have a dilutive effect on the existing holders of ~~delinquencies;~~our common stock and adversely affect the market price of our common stock. We are not restricted from issuing additional shares of common stock or securities that are convertible into or exchangeable for, or that represent the right to receive, common stock. We are evaluating opportunities to access the capital markets taking into account our regulatory capital ratios, financial condition and other relevant considerations. Such actions could include, among other things, the issuance of additional shares of common stock in public or private transactions in order to further increase our capital levels above the requirements for a well-capitalized institution established by the Federal banking regulatory agencies as well as other regulatory targets.

~~· the~~The issuance of any ~~quality~~additional shares of common stock or securities convertible into or exchangeable for common stock or that represent the ~~collateral~~right ~~underlying~~to receive common stock, or the exercise of such securities including, without limitation, securities issued upon exercise of outstanding stock options under our ~~loans;~~stock option plans, could be substantially dilutive to shareholders of our common stock Holders of our shares of common stock have no preemptive rights that entitle holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our shareholders.

~~· loan~~We are ~~impairment~~unable to pay cash dividends in the foreseeable future due to dividend restrictions on common stock under the Regulatory Agreement and FRB Agreement. Under the FRB Agreement, we may not pay any dividends on common stock without the prior permission of the FRB for the duration of such agreement. It is expected that prior permission of the FRB will not be allowed until the financial condition of The Company and the Bank improves significantly.

We maintain an allowance for loan losses at a level which we believe is adequate to absorb any specifically identified losses as well as any other losses inherent in our loan portfolio. However, changes in economic, operating and other conditions, including changes in interest rates, which are beyond our control, may cause our actual loan losses to exceed our current allowance estimates. If the actual loan losses exceed the amount reserved, it will hurt our business. In addition, the FDIC and the California Department of Financial Institutions, as part of their supervisory functions, periodically review our allowance for loan losses. Such agencies may require us to increase our provision for loan losses or to recognize further loan losses, based on their judgments, which may be different from those of our management. Any increase in the allowance required by the FDIC or the California Department of Financial Institutions could also impact our business.

The slowdown in the housing industry in 2008, which has affected our construction and development portfolio, has led to an increase of foreclosures into other real estate on residential and development related properties. Declines in the market values of these properties after foreclosure have resulted in additional losses by valuation adjustments which have lead to increased net charge-offs and increases in the allowance for loan and lease losses, this could have a material adverse effect on our business, financial condition and results of operations and prospects.

Item 1b. Unresolved Staff Comments

No comments have been submitted to the registrant by the staff of the Securities Exchange Commission.

Item 2. Properties

The following properties (real properties and/or improvements thereon) are owned by the Company and are unencumbered. In the opinion of Management, all properties are adequately covered by insurance.

Location	Use of Facilities	Square Feet of Office Space	~~Land and~~ Building Cost
237 West East Avenue Chico, California (Branch opened June 1999, moved to this site November 2003) building is owned, land is leased	Branch Office	4,771	$	845,493
237 West East Avenue Chico, California (building is owned, land is leased)	Branch Office	4,771	$	845,493
1335 Hilltop Dr Redding, California (Branch opened August 2007)	Branch Office	4,150	$	1,447,000
1335 Hilltop Dr Redding,California (building is owned, land is leased)	Branch Office	4,150	$	1,447,000
5026 Rhonda Rd Anderson, California (Opened August 2007)	Branch Office	3,202	$	1,012,000
5026 Rhonda Rd Anderson, California (building is owned, land is leased)	Branch Office	3,202	$	1,012,000

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The following facilities are leased by the Company:

		Square Feet of	Monthly Rent		Term of
Location	Use of Facilities	Office Space	as of 12/31/0809		Lease
14001 Lakeridge Circle Magalia, California	Branch Office	600	$	570	3/31/2013	(1)
14001 Lakeridge Circle	Branch Office	600	$	619	3/31/2013	(1)
237 West East Ave. Chico, California land lease only	Branch Office		$	4,552	10/31/2028	(2)
Magalia, California
900 Mangrove Ave. Chico, California	Branch Office	6,000	$	7,132	9/30/2011	(3)
237 West East Ave.	Branch Office		$	4,552	10/31/2028	(2)
6653 Clark Road Paradise, California	Branch Office	4,640	$	5,405	3/31/2013	(4)
Chico, California
2951 Churn Creek Rd Redding, California	Branch Office	15,000	$	9,951	6/30/2011	(5)
land lease only
5959 Greenback #430 Citrus Heights, California	Loan Office	1,315	$	3,223	7/31/2012	(6)
900 Mangrove Ave.	Branch Office	6,000	$	7,132	9/30/2011	(3)
936 Mangrove Ave. Chico, California	General Offices	6,000	$	4,786	2/28/2013	(7)
Chico, California
904 B Street Marysville CA	Branch office	4,742	$	10,670	10/31/2016	(8)
6653 Clark Road	Branch Office	4,640	$	5,405	3/31/2013	(4)
1017 Bridge St Colusa CA	Branch office	1,500	$	1,300	2/28/2014	(9)
Paradise, California
1010 Spruce Street Gridley CA	Loan Office	960	$	1,000	month to month
5959 Greenback #430	Loan Office	1,315	$	3,223	7/31/2012	(5)
950 Hwy 99W Corning CA	Branch office	5,300	$	13,250	10/31/2026	(10)
Citrus Heights, California
1335 Hilltop Dr Redding CA land lease only	Branch office		$	6,250	2/28/2021	(11)
936 Mangrove Ave.	General Offices	6,000	$	4,881	2/28/2013	(6)
5026 Rhonda Rd Anderson, CA land lease only	Branch Office		$	4,500	12/31/2027	(12)
Chico, California
672 Pearson Road Paradise, California (Opened December 1990)	Branch Office	4,200	$	9,873	2/28/2023	(13)
904 B Street	Branch office	4,742	$	10,670	10/31/2016	(7)
2227 Myers Street Oroville, California (Opened December 1990)	Branch Office	9,800	$	7,553	2/28/2023	(14)
Marysville CA
2041 Forest Avenue Chico, California (Opened September 1996)	Branch Office	8,000	$	19,273	2/28/2023	(15)
1017 Bridge St	Branch office	1,500	$	1,300	2/28/2014	(8)
1390 Ridgewood Drive Chico California (Opened May 1998)	Central Services/ Information Svcs	8,432	$	7,044	2/28/2023	(16)
Colusa CA
1600 Butte House Road Yuba City, California (Opened September 1997)	Branch Office	6,580	$	20,361	2/28/2023	(17)
950 Hwy 99W	Branch office	5,300	$	13,250	10/31/2026	(9)
10 Gilmore Road Red Bluff, California (Branch opened May 2004,	Branch Office	8,000	$	16,398	2/28/2023	(18)
Corning CA
1360 East Lassen Avenue Chico, California (occupancy January 2007)	Administration Credit Services	17,000	$	17,799	2/28/2023	(19)
1335 Hilltop Dr	Branch office		$	6,250	2/28/2021	(10)
Redding CA
land lease only
5026 Rhonda Rd	Branch Office		$	4,500	12/31/2027	(11)
Anderson, CA
land lease only
672 Pearson Road Paradise, California	Branch Office	4,200	$	10,073	2/28/2023	(12)
2227 Myers Street Oroville, California	Branch Office	9,800	$	7,707	2/28/2023	(13)
2041 Forest Avenue Chico, California	Branch Office	8,000	$	19,960	2/28/2023	(14)
1390 Ridgewood Drive Chico California	Central Services/ Information Svcs	8,432	$	7,187	2/28/2023	(15)
1600 Butte House Road Yuba City, California	Branch Office	6,580	$	20,775	2/28/2023	(16)
10 Gilmore Road Red Bluff, California	Branch Office	8,000	$	16,732	2/28/2023	(17)
1360 East Lassen Avenue Chico, California	Administration Credit Services	17,000	$	18,161	2/28/2023	(18)

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(1) This is the termination date of the current 5-year lease. The Company also has one renewal option for five years.

(2) This is the termination date of the current 25-year lease. The Company also has three renewal options for five years each

(3) This is the termination date of the current 10-year lease. The Company also has three renewal options for five years each.

(4) This is the termination date of the current 10-year lease. The Company also has two renewal options for five years each.

(5) This is the termination date of the current 105-year lease. The Company ~~has~~does ~~two~~not ~~renewal~~have renewal options ~~for~~on ~~five~~this ~~years each~~property.

(6) This is the termination date of the current 510-year lease. The ~~Company~~Conpany ~~does~~also ~~not~~has ~~have~~one renewal ~~options~~option onfor ~~this property~~ten years.

(7) This is the termination date of the current 10-year lease. ~~The~~ The Company ~~also~~ has ~~one~~two renewal ~~option~~options for ~~ten~~five years each.

(8) This is the termination date of the current 10-year lease. ~~The~~ The Company ~~has~~does ~~two~~not have renewal options ~~for~~on ~~five~~this ~~years each~~property.

(9) This is the termination date of the current ~~10-~~20 year lease. The Company does not have renewal options on this property.

(10) This is the termination date of the current 2015 year land lease. The Company ~~does~~has ~~not~~three ~~have~~ renewal options onfor ~~this~~five ~~property~~years each.

(11) This is the termination date of the current 15 year ~~land~~ lease. The ~~Company~~company has three renewal options for five years each.

(12) This is the termination date of the current 15 year lease. The ~~Company~~company has ~~three~~two renewal options for ~~five~~ ten years each.

(13) This is the termination date of the current 15 year lease. The company ~~Company~~ has two renewal options for ten years each.

(14) This is the termination date of the current 15 year lease. The ~~Company~~company has two renewal options for ten years each.

(15) This is the termination date of the current 15 year lease. The ~~Company~~company has two renewal options for ten years each.

(16) This is the termination date of the current 15 year lease. The ~~Company~~company has two renewal options for ten years each.

(17) This is the termination date of the current 15 year lease. The ~~Company~~company has two renewal options for ten years each.

(18) This is the termination date of the current 15 year lease. The ~~Company~~company has two renewal options for ten years each.

(19) This is the termination date of the current 15 year lease. The Company has two renewal options for ten years each.

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Item 3. Legal Proceedings

From time to time, the Company is a party to claims and legal proceedings arising in the ordinary course of business. After taking into consideration information furnished by counsel to the Company as to the current status of these claims or proceedings to which the Company is a party, management is of the opinion that the ultimate aggregate liability represented thereby, if any, will not have a material adverse affect on the financial condition of the Company.

Item 4. ~~Submission~~Not ~~of Matters to a Vote of Security Holders~~Applicable

~~No matters were submitted to a vote of our shareholders’ during the fourth quarter of the fiscal year ended December 31, 2008.~~PART II

PART II

Item 5. Market for Registrants Common Equity and Related Shareholder Matters and Issuer Purchases of Equity Securities

(a) Market Information

Community Valley Bancorp was previously listed on the ~~Nasdaq~~NASD OTC Bulletin Board starting June 17, 2002 (the effective date of the holding company reorganization), and Butte Community Bank was previously also listed on the ~~Nasdaq~~NASD ~~OTC Bulletin Board~~OTCBB. Our Common Stock ~~trades~~traded under the symbol CVLL and the CUSIP number for such common stock is #20415P101. Previously the Butte Community Bank CUSIP number for the common stock was #12406Q107. On May 1, 2006 the Company began trading on the Nasdaq Capital Market. Trading in the Company has not been extensive and such trades cannot be characterized as amounting to an active trading market. Management is aware of the following securities dealers who make a market in the Company’s stock: Howe Barnes Hoefer & Arnett Inc., San Francisco, California, Wachovia First Union Securities, Grass Valley, California, Wedbush Morgan Securities, Lake Oswego, Oregon and Sandler O’Neill & Partners, LP, New York, NY, (the “Securities Dealers”).

~~The~~In September 2009, ~~graph~~the ~~that~~Company ~~follows~~voluntarily ~~shows~~ delisted from the ~~total~~Nasdaq ~~return~~capital Market ~~performance~~and ofis ~~the~~now ~~Company~~traded ason ~~compared~~NASD toOTCBB under the ~~Russell~~symbol ~~3000~~CVLL.OB. ~~and~~CUSIP remains ~~the~~20415P101. ~~SNL~~In ~~$100~~December 2009 ~~million~~the toCompany ~~$500~~issued ~~million~~two ~~peer~~series ~~group~~of Preferred Stock, both of ~~banks~~which ~~over~~are ~~the~~currently ~~past~~restricted. ~~five~~Community Valley Bancorp ~~years~~Preferred Stock Series A CUSIP is 20415P200. Preferred Stock Series B does not have a CUSIP.

~~CommunityValleyBancorp~~Management is aware of the following securities dealers who make a market in the Company’s stock: Howe Barnes Hoefer & Arnett Inc., San Francisco, California, Wedbush Morgan Securities, Lake Oswego, Oregon and Sandler O’Neill & Partners, LP, New York, NY, (the “Securities Dealers”).

The following table summarizes trades of the Company setting forth the approximate high and low sales prices and volume of trading for the periods indicated, based upon information provided by public sources. The information in the following table does not include trading activity between dealers.

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	Sale Price of the Company’s		Approximate
Calendar	Common Stock		Trading Volume
Quarter Ended	High	Low	Shares
March 31, 2008	12.50	9.20	193,391
June 30, 2008	12.35	6.75	95,659
September 30, 2008	9.39	6.00	69,789
December 31, 2008	7.50	4.14	72,247
March 31, 2009	5.00	2.28	224,332
June 30, 2009	4.28	3.11	65,907
September 30, 2009	5.84	2.81	135,034
December 31, 2009	3.45	0.65	129,406

	Sale Price of the Company’s		Approximate
Calendar	Common Stock		Trading Volume
Quarter Ended	High	Low	Shares
March 31, 2007	15.00	12.00	130,814
June 30, 2007	14.00	12.24	94,267
September 30, 2007	14.59	10.02	131,088
December 31, 2007	13.85	9.45	140,544
March 31, 2008	12.50	9.20	193,391
June 30, 2008	12.35	6.75	95,659
September 30, 2008	9.39	6.00	69,789
December 31, 2008	7.50	4.14	72,247

(b) Holders

On MarchApril 2712, 20092010 there were approximately 540542 shareholders of record of the Company.

As a financial holding company which currently has no significant assets other than its equity interest in the Bank and the proceeds from the issuance of the Trust Preferred Securities previously mentioned, the Company’s ability to declare dividends depends primarily upon dividends it receives from the Bank. The Bank’s dividend practices in turn depend upon the Bank’s earnings, financial position, current and anticipated cash requirements and other factors deemed relevant by the Bank’s Board of Directors at that time.

The policy is to declare and pay dividends of no more than 40% of its previous year’s net income to shareholders. However, no assurance can be given that the Bank’s and the Company’s future earnings and/or growth expectations in any given year ~~will~~ will justify the payment of such a dividend. In addition, the Company’s agreement with the Federal Reserve requires regulatory approval prior to declaring or paying dividends.

The Company paid cash dividends during the first three quarters of 2008 before suspending the dividend payment in the fourth quarter. A total of $1.1 million or $0.16 per share was paid in 2008 ~~compared to $2.4 million or $0.32 per share in 2007~~, representing 18% ~~and 37%, respectively~~ of the prior year’s earnings. The Company suspended its payment of dividends to shareholders in ~~the~~2009 ~~fourth quarter of 2008~~ to preserve its capital as it became apparent economic conditions would not support the payment of dividends and the maintenance of minimum capital ratios established by the Company.

The ability of the Bank’s Board of Directors to declare cash dividends is also limited by statutory and regulatory restrictions which restrict the amount available for cash dividends depending upon the earnings, financial condition and cash needs of the Bank, as well as general business conditions. A detailed discussion is located in Item 1 above.

(d) Stock Repurchase Plan

InThere ~~March~~was ~~2008,~~no ~~Community Valley Bancorp announced an offer to purchase up to 1,000,000 shares of its common~~ stock ~~at a purchase price of $13.00.~~ ~~Based~~repurchase onplan ~~the~~in ~~final~~place ~~count by the depositary~~ for ~~the tender offer, shareholders properly tendered 1,572,907 shares of its common stock~~2009. The Board of Directors of Community Valley Bancorp elected to not exercise its oversubscription privileges in the tender offer to purchase more than 1,000,000 properly tendered shares and purchased a total of 999,939 shares at $13.00 per share representing a pro-rata share of the tendered shares of 63.38%, on May 5, 2008.

~~The~~In ~~Board~~March 2008, Community ofValley ~~Directors~~Bancorp ~~approved a~~announced ~~plan~~an offer to ~~repurchase~~purchase up to $61,000,000 shares of ~~the~~its ~~outstanding~~ common stock ofat ~~the Company~~a inpurchase ~~2007.~~price ~~Stock~~of ~~repurchases~~$13.00. Based ~~were~~on ~~made~~the ~~from~~final ~~time~~count toby ~~time on~~ the ~~open~~depositary ~~market~~for orthe ~~through~~tender ~~privately~~offer, ~~negotiated~~shareholders ~~transactions.~~properly ~~The~~tendered ~~timing~~1,572,907 shares of ~~purchases~~its ~~and~~common ~~the~~stock. The ~~exact~~Board ~~number~~of Directors of Community ~~shares~~Valley ~~purchased~~Bancorp ~~was~~elected ~~dependent~~to onnot ~~market~~exercise ~~conditions.~~its oversubscription ~~The~~privileges ~~share~~in ~~repurchase~~the ~~program~~tender ~~did~~offer ~~not~~to ~~include~~purchase ~~specific~~more ~~price~~than ~~targets~~1,000,000 orproperly ~~timetables~~tendered shares and ~~could~~purchased ~~have~~a ~~been~~total ~~suspended~~of at999,939 ~~any~~shares ~~time~~at $13.00 ~~During~~per ~~2008, 12,067~~share ~~shares~~representing ~~were~~a ~~repurchased~~pro-rata ~~for~~share ~~$119,000~~of atthe antendered ~~average~~shares ~~price~~ of $963.8438%, ~~per~~on ~~share~~May 5, 2008.

The Board of Directors approved a plan to repurchase up to $36,000,000 of the outstanding common stock of the Company in ~~2003~~ 2007. Stock repurchases were made from time to time on the open market or through privately negotiated transactions. The timing of purchases and the exact number of shares purchased was dependent on market conditions. The share repurchase program did not include specific price targets or timetables and could have been suspended at any time. During ~~2006~~2008, ~~143~~12,~~950~~067 shares were repurchased for $2119,~~498,~~000 at an average price of $179.3584 per share. During ~~2005~~ 2009, no shares of the Company’s common stock were repurchased. ~~There were no shares available for repurchase under this plan after December 31, 2006.~~

27The Board of Directors approved a plan to repurchase up to $3,000,000 of the outstanding common stock of the Company in 2003. Stock repurchases were made from time to time on the open market or through privately negotiated transactions. The timing of purchases and the exact number of shares purchased was dependent on market conditions. The share repurchase program did not include specific price targets or timetables and could have been suspended at any time. During 2006, 143,950 shares were repurchased for $2,498,000 at an average price of $17.35 per share. During 2005, no shares of the Company’s common stock were repurchased. There were no shares available for repurchase under this plan after December 31, 2006.

~~Table of Contents~~27

~~(e) Equity~~Table ~~Compensation Plan~~of ~~Information~~Contents

~~The~~(e) Equity ~~following~~Compensation ~~chart~~Plan ~~sets forth information for the fiscal year ended December 31, 2008, regarding equity based compensation plans of the Company.~~Information

	Number of securities to be issued upon exercise of outstanding options, warrants, and rights	Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a).
Plan Category	(a)	(b)		(c)
Equity compensation plans approved by security holders	350,231	$	8.30	96,916
Equity compensation plans not approved by security holders	None	None		None
Total	350,231	$	8.30	96,916

The following chart sets forth information for the fiscal year ended December 31, 2009, regarding equity based compensation plans of the Company.

(f) Sales of Unregistered Securities

	Number of securities to be issued upon exercise of outstanding options, warrants, and rights	Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a).
Plan Category	(a)	(b)		(c)
Equity compensation plans approved by security holders	311,751	$	7.35	127,092

Equity compensation plans not approved by security holders	None	None		None

Total	311,751	$	7.35	127,092

~~On July 10, 2007 the Company issued an aggregate of $8,000,000 in principal amount of its Fixed Rate Middle Market Capital Securities due 2037~~ (~~the “Subordinated Debt Securities”~~f)~~. All of~~ Sales ~~the Subordinated Debt Securities were issued to Community Valley Trust II, a Delaware statutory business trust and a wholly-owned but unconsolidated subsidiary~~ of ~~the~~Unregistered ~~Company (the “Trust”). The Subordinated Debt~~ Securities were not registered under the Securities Act in reliance on the exemption set forth in Section 4(2) thereof. The Subordinated Debt Securities were issued to the Trust in consideration for the receipt of the net proceeds raised by the Trust from the sale of $8,000,000 in principal amount of the Trust’s Fixed Rate Capital Trust Pass-through Securities (the “Trust Preferred Securities”). Sandler O’Neill & Partners, L.P. acted as the placement agent in connection with the offering of the Trust Preferred Securities. The sale of the Trust Preferred Securities was part of a larger transaction arranged by Sandler O’Neill & Partners, L.P. pursuant to which the Trust Preferred Securities were deposited into a special purpose vehicle along with similar securities issued by a number of other banks and the special purpose vehicle then issued its securities to the public (the “Pooled Trust Preferred Securities”). The Pooled Trust Preferred Securities were sold by Sandler O’Neill & Partners, L.P. only (i) to those entities Sandler O’Neill & Partners, L.P. reasonably believed were qualified institutional buyers (as defined in Rule 144A under the Securities Act), (ii) to “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) or Regulation D promulgated under the Securities Act) or (iii) in offshore transactions in compliance with Rule 903 of Regulation S under the Securities Act. The Trust Preferred Securities were not registered under the Securities Act in reliance on exemptions set forth in Rule 144A, Regulation D and Regulation S, as applicable. The proceeds of the sale were used in 2008 to retire the previously outstanding subordinated debt securities of Community Valley Trust I and that trust was dissolved.

On July 10, 2007 the Company issued an aggregate of $8,000,000 in principal amount of its Fixed Rate Middle Market Capital Securities due 2037 (the “Subordinated Debt Securities”). All of the Subordinated Debt Securities were issued to Community Valley Trust II, a Delaware statutory business trust and a wholly-owned but unconsolidated subsidiary of the Company (the “Trust”). The Subordinated Debt Securities were not registered under the Securities Act in reliance on the exemption set forth in Section 4(2) thereof. The Subordinated Debt Securities were issued to the Trust in consideration for the receipt of the net proceeds raised by the Trust from the sale of $8,000,000 in principal amount of the Trust’s Fixed Rate Capital Trust Pass-through Securities (the “Trust Preferred Securities”). Sandler O’Neill & Partners, L.P. acted as the placement agent in connection with the offering of the Trust Preferred Securities. The sale of the Trust Preferred Securities was part of a larger transaction arranged by Sandler O’Neill & Partners, L.P. pursuant to which the Trust Preferred Securities were deposited into a special purpose vehicle along with similar securities issued by a number of other banks and the special purpose vehicle then issued its securities to the public (the “Pooled Trust Preferred Securities”). The Pooled Trust Preferred Securities were sold by Sandler O’Neill & Partners, L.P. only (i) to those entities Sandler O’Neill & Partners, L.P. reasonably believed were qualified institutional buyers (as defined in Rule 144A under the Securities Act), (ii) to “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) or Regulation D promulgated under the Securities Act) or (iii) in offshore transactions in compliance with Rule 903 of Regulation S under the Securities Act. The Trust Preferred Securities were not registered under the Securities Act in reliance on exemptions set forth in Rule 144A, Regulation D and Regulation S, as applicable. The proceeds of the sale were used in 2008 to retire the previously outstanding subordinated debt securities of Community Valley Trust I and that trust was dissolved.

On December 30, 2009, the Company, pursuant to a loan participation and debt conversion agreement (“Agreement”) converted $3.3 million in outstanding debt into shareholder equity by issuing Company preferred stock in a private placement transaction under Section 4(2) of the Securities Act of 1933. The $3.3 million outstanding debt of the Company was the net balance of the principal amount of a loan from Pacific Coast Bankers’ Bank (“PCBB”) to the Company that was collateralized by all of the outstanding common stock of the Bank. As part of the transaction, $1.2 million of the $3.3 million loan from PCBB was participated by PCBB to certain accredited investors, including certain directors of the Company in a private placement transaction under Section 4(2) of the Securities Act of 1933. The participated debt of $1.2 million was then converted into 240,000 shares of 6% Mandatory Convertible Cumulative Preferred Stock Series A (“Preferred Stock Series A”). The remaining $2.1 million of $3.3 million debt was converted into 105,647 shares of 8% Cumulative Perpetual Preferred Stock Series B (“Preferred Stock Series B”) that was issued in a private placement transaction Section 4(2) of the Securities Act of 1933 to Pacific Coast Bankers’ Bank.

Both Preferred Stock Series A and Preferred Stock Series B are voting and have voting rights of one vote per share and have the same voting rights as common shares. In addition the Preferred Stock Series A, with a liquidation value of $5 per share and cumulative dividends at 6% per annum, are mandatorily and optionally convertible into common stock at a conversion ratio of $2 per common share, subject to adjustment. The Preferred Stock Series B, with a liquidation value of $20 per share and cumulative dividends at 8% per annum, are perpetual in life and are optionally convertible into common stock at a conversion ratio of $2.50 per common share, subject to adjustment. PCBB also has certain rights to require the Company to register the Company’s common stock issued by the Company to PCBB in the conversion of the Preferred Stock Series B into common stock. In the debt conversion, all of the outstanding shares of common stock of Bank held as collateral for the $3.3 million debt was released by PCBB to the Company. The Company has the option to redeem at a premium the outstanding shares of Preferred Stock Series A and the Preferred Stock Series B.

Table of Contents

Item 6. Selected Financial Data

The “selected financial data” which follows has been derived from the audited Consolidated Financial Statements of the Company and other data from our internal accounting system. The selected financial data should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 below. Statistical information below is generally based on average daily amounts.

Table of Contents

Selected Financial Data

(dollars in thousands, except per share data)

	As of December 31,
	2008			2007			2006			2005			2004
	2009			2008			2007			2006			2005
Income Statement Summary
Interest income	$	3728,~~315~~866		$	4337,~~223~~315		$	4043,~~814~~223		$	3240,~~438~~814		$	2432,~~980~~438
Interest expense	$	106,~~365~~710		$	1310,~~889~~365		$	913,~~532~~889		$	59,~~331~~532		$	45,~~056~~331
Net interest income before provision for loan losses	$	2622,~~950~~156		$	2926,~~334~~950		$	3129,~~282~~334		$	2731,~~107~~282		$	2027,~~924~~107
Provision / credit for loan losses	$	323,~~742~~057		$	~~(16~~3,742	)	$	~~638~~(16	)	$	~~825~~638		$	~~790~~825
Non-interest income	$	811,~~939~~769		$	8,~~475~~939		$	68,~~769~~475		$	6,~~711~~769		$	6,~~019~~711
Non-interest expense	$	2832,~~276~~272		$	2628,~~927~~276		$	2526,~~160~~927		$	2025,~~824~~160		$	1620,~~740~~824
Income before provision for income taxes	$	3,871		$	10,898		$	12,253		$	12,169		$	9,413
(Loss) income before provision for income taxes	$	(21,404	)	$	3,871		$	10,898		$	12,253		$	12,169
Provision for income taxes	$	16,~~132~~104		$	41,~~439~~132		$	54,~~102~~439		$	45,~~971~~102		$	34,~~803~~971
Net Income	$	2,739		$	6,459		$	7,151		$	7,198		$	5,610
Net (loss) income	$	(27,508	)	$	2,739		$	6,459		$	7,151		$	7,198
Balance Sheet Summary
Total loans, net	$	~~486~~420,~~522~~035		$	~~441~~486,~~350~~522		$	~~442~~441,~~251~~350		$	~~401~~442,~~221~~251		$	~~339~~401,~~174~~221
Allowance for loan losses	$	(712,~~826~~975	)	$	(57,~~232~~826	)	$	(5,~~274~~232	)	$	(45,~~716~~274	)	$	(4,~~381~~716	)
Investment securities held to maturity	$	634		$	1,596		$	1,777		$	2,295		$	2,582
Investment securities available for sale	$	4,377		$	6,462		$	4,668		$	3,350		$	4,381
Investment securities available for sale	$	6,462		$	4,668		$	3,350		$	4,381		$	4,379
Investment securities held to maturity	$	1,229		$	634		$	1,596		$	1,777		$	2,295
Interest-bearing deposits in banks	$	2,~~576~~740		$	42,~~250~~576		$	24,~~278~~250		$	62,~~636~~278		$	86,~~715~~636
Cash and due from banks	$	2112,~~743~~119		$	3121,~~714~~743		$	2031,~~558~~714		$	1820,~~988~~558		$	2118,~~778~~988
Federal funds sold & other	$	3646,~~605~~535		$	5436,~~290~~605		$	4254,~~070~~290		$	2942,~~015~~070		$	4629,~~440~~015
Premises and equipment, net	$	75,~~013~~271		$	177,~~905~~013		$	1517,~~359~~905		$	1115,~~221~~359		$	911,~~027~~221
Total interest-earning assets	$	~~532~~474,~~799~~916		$	~~506~~532,~~154~~799		$	~~491~~506,~~726~~154		$	~~443~~491,~~548~~726		$	~~401~~443,~~290~~548
Total assets	$	~~595~~538,~~244~~512		$	~~580~~594,~~620~~602		$	~~550~~580,~~037~~011		$	~~494~~549,~~777~~531		$	~~449~~493,~~675~~851
Total interest-bearing deposits	$	~~444~~420,~~326~~823		$	~~423~~444,~~417~~326		$	~~407~~423,~~868~~417		$	~~350~~407,~~682~~868		$	~~318~~350,~~266~~682
Total deposits	$	~~526~~498,~~485~~163		$	~~500~~526,~~991~~485		$	~~484~~500,~~856~~991		$	~~434~~484,~~018~~856		$	~~399~~434,~~059~~018
Total liabilities	$	~~555~~522,~~105~~560		$	~~529~~555,~~646~~105		$	~~504~~529,~~310~~646		$	~~453~~504,~~222~~310		$	~~415~~453,~~144~~222
Total shareholders’ equity	$	4015,~~139~~952		$	5040,~~974~~139		$	4550,~~726~~974		$	4145,~~555~~726		$	3441,~~531~~555
Per Share Data (1)
Basic earnings per share	$	0.39		$	0.87		$	0.98		$	1.00		$	0.79
Basic (loss) earnings per share	$	(4.21	)	$	0.39		$	0.87		$	0.98		$	1.00
Diluted earnings per share	$—	~~0.39~~		$	0.8539		$	0.9385		$	0.9593		$	0.7495
Book value per weighted average share	$	52.7844		$	65.8178		$	6.2881		$	56.8028		$	45.8680
Cash dividends	$	~~0.16~~—		$	0.3216		$	0.2632		$	0.1626		$	0.16
Weighted average common shares outstanding, basic	6,~~940~~537,~~876~~983			76,~~416~~940,~~874~~876			7,~~279~~416,~~969~~874			7,~~166~~279,~~258~~969			7,~~112~~166,~~386~~258
Weighted average common shares outstanding, diluted	~~7,008,838~~—			7,~~611~~008,~~959~~838			7,~~661~~611,~~045~~959			7,~~611~~661,~~704~~045			7,~~601~~611,~~092~~704
Key Operating Ratios:
Performance Ratios:
Return on Average Equity (2)	6(75.1125		)%	136.2211		%	1513.9922		%	1815.8299		%	1718.2082		%
Return on Average Assets (3)	0(4.4778		)%	10.1347		%	1.3813		%	1.5138		%	1.3451		%
Net Interest Margin (4)	54.0922		%	5.6809		%	65.6268		%	6.3262		%	56.7032		%
Dividend Payout Ratio (5)	~~41.03~~—		%	3641.7403		%	2636.4774		%	1526.9347		%	2015.2893		%
Equity to Assets Ratio (6)	6.7435		%	86.7874		%	8.6478		%	8.0264		%	78.8202		%
Net Loans to Total Deposits at Period End	9284.4132		%	8892.1041		%	9188.2110		%	9291.4421		%	8492.9944		%
Asset Quality Ratios:
Non Performing Loans to Total Loans	311.0176		%	03.0601		%	0.5106		%	0.0051		%	0.0300		%
Nonperforming Assets to Total Loans and Other Real Estate	314.4142		%	03.0641		%	0.5106		%	0.0051		%	0.0300		%
Net Charge-offs to Average Loans	03.2478		%	0.0024		%	0.0200		%	0.0002		%	0.00		%
Allowance for Loan Losses to Net Loans at Period End	1.58		%	1.17		%	1.18		%	1.16		%	1.16		%
Allowance for Loan Losses to Gross Loans at Period End	2.99		%	1.58		%	1.17		%	1.18		%	1.16		%
Capital Ratios:
Capital Ratios (Company):
Tier 1 Capital to Adjusted Total Assets	83.10		%	118.51		%	1011.15		%	910.81		%	9.58		%
Tier 1 Capital to Total Risk-Weighted Assets	83.85		%	138.18		%	1013.91		%	1110.49		%	11.34		%
Total Capital to Total Risk-Weighted Assets	106.02		%	1410.10		%	1114.91		%	1211.59		%	12.5		%

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(1) All per share data and the average number of shares outstanding have been retroactively restated on a split-adjusted basis.

(2) Net income divided by average shareholders’ equity.

(3) Net income divided by average total assets.

(4) Net interest income divided by average earning assets.

(5) Dividends declared per share divided by net income per share.

(6) Average equity divided by average total assets.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion presents Management’s analysis of the financial condition as of December 31, 2009 ~~2008~~ and ~~2007~~2008 and results of operations of the Company for each of the years in the three-year period ended December 31, ~~2008~~ 2009. The discussion should be read in conjunction with the Consolidated Financial Statements of the Company and the Notes related thereto presented elsewhere in this Form 10-K Annual Report (see Item 8).

Statements contained in this report that are not purely historical are forward looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 as amended, including the Company’s expectations, intentions, beliefs, or strategies regarding the future. All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to the Company on the date noted, and the Company assumes no obligation to update any such forward-looking statements. It is important to note that the Company’s actual results could materially differ from those in such forward-looking statements. Factors that could cause actual results to differ materially from those in such forward-looking statements are fluctuations in interest rates, inflation, government regulations, economic conditions, customer disintermediation and competitive product and pricing pressures in the geographic and business areas in which the Company conducts its operations.

Critical Accounting Policies

General

The Company’s significant accounting ~~principles~~policies are described in Note 1 of the consolidated financial statements and are essential to understanding Management’s Discussion and Analysis of Results of Operations and Financial Condition. Community Valley Bancorp’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The financial information contained within our statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already occurred. Some of the Company’s accounting ~~principles~~ policies require significant judgment to estimate values of assets or liabilities. In addition, certain accounting ~~principles~~policies require ~~significant~~ significant judgment in applying the complex accounting principles to transactions to determine the most appropriate treatment. The following is a summary of the more judgmental and complex accounting estimates and ~~principles~~policies.

Allowance for Loan Losses (ALL)

The allowance for loan losses is management’s best estimate of the probable losses that may be sustained in our loan portfolio. The allowance is based on two basic principles of accounting: (1) ~~SFAS~~ASC 450 ~~No.5~~ which requires that losses be accrued when they are probable of occurring and estimable and (2) ~~SFAS~~ASC ~~No. 114,~~ 310 which requires that losses be accrued on impaired loans based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance.

The Company performs periodic and systematic detailed evaluations of its lending portfolio to identify and estimate the inherent risks and assess the overall collectibility. These evaluations include general conditions such as the portfolio composition, size and maturities of various segmented portions of the portfolio such as secured, unsecured, construction, and Small Business Administration (“SBA”). Additional factors include ~~concentrations~~ concentrations of borrowers, industries, geographical sectors, loan product, loan classes and collateral types, volume and trends of loan delinquencies and non-accrual, criticized and classified assets and trends in the aggregate in ~~significant~~ significant credits identified as watch list items. There are several components to the determination of the adequacy of the ALL. Each of these components is determined based upon estimates that can and do change when the actual events occur. The Company estimates the ~~SFAS~~ASC ~~No. 5~~450 portion of the ALL based on the segmentation of its portfolio. For those segments that require an ALL, the Company estimates loan losses on a monthly basis based upon its ongoing loan review process and analysis of loan performance. The Company follows a systematic and consistently applied approach to select the most appropriate loss measurement methods and support its conclusions and rationale with written documentation. One method of estimating loan losses for groups of loans is through the application of loss rates to the groups’ aggregate loan balances. Such rates typically reflect historical loss experience for each group of loans, adjusted for relevant economic factors over a defined period of time. The Company evaluates and modifies its loss estimation model as needed to ensure that the resulting loss estimate is consistent with GAAP.

For individually impaired loans, SFAS No. 114 provides guidance on the acceptable methods to measure impairment. Specifically, SFAS No. 114 states that when a loan is impaired, the Company should measure impairment based on the present value of expected future principal and interest cash flows discounted at the loan’s effective interest rate, except that as a practical expedient, a creditor may measure impairment based on a loan’s observable market price or the fair value of collateral, if the loan is collateral dependent. When developing the estimate of future cash flows for a loan, the Company considers all available information reflecting past events and current conditions, including the effect of existing environmental factors.

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For individually impaired loans, ASC 310 provides guidance on the acceptable methods to measure impairment. Specifically, ASC 310 states that when a loan is impaired, the Company should measure impairment based on the present value of expected future principal and interest cash flows discounted at the loan’s effective interest rate, except that as a practical expedient, a creditor may measure impairment based on a loan’s observable market price or the fair value of collateral, if the loan is collateral dependent. When developing the estimate of future cash flows for a loan, the Company considers all available information reflecting past events and current conditions, including the effect of existing environmental factors.

Loan Sales and Servicing

The Company originates government guaranteed loans and mortgage loans that may be sold in the secondary market. The amounts of gains recorded on sales of loans and the ~~initial~~ initial recording of servicing assets and interest only (I/O) strips is based on the estimated fair values of the respective components. In recording the ~~initial~~ initial value of the servicing assets and the fair value of the I/O strips receivable, the Company uses estimates which are made based on management’s expectations of future prepayment and discount rates. Servicing assets are amortized over the estimated life of the related loan. I/O strips are not significant at December 31, ~~2008~~ 2009. These prepayment and discount rates were based on current market conditions and historical performance of the various pools of serviced loans. If actual prepayments with respect to sold loans occur more quickly than projected, the carrying value of the servicing assets may have to be adjusted through a charge to earnings.

Stock-Based Compensation

Compensation cost is recognized for all share-based payments over the requisite service periods of the awards based on the grant- date fair value of the options determined using the Black-Scholes-Merton based option valuation model. Critical assumptions that are assessed in computing the fair value of share-based payments include stock price volatility, expected dividend rates, the risk free interest rate and the expected lives of such options. Compensation cost recorded is net of estimated forfeitures expected to occur prior to vesting. For further information on the computation of the fair value of share-based payments, see ~~Note~~Notes 1 and 11 to the Consolidated Financial Statements in Part II Item 8.

Impairment of Investment Securities

Investment securities are evaluated for other-than-temporary impairment on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value below amortized cost is other than temporary. Management utilizes criteria such as the magnitude and duration of the decline, the financial condition of the issuer, rating agency changes related to the issuer’s securities and the intent and ability of the Bank to retain its investment in the issues for a period of time sufficient to allow for an anticipated recovery in fair value, in addition to the reasons underlying the decline, to determine whether the loss in value is other than temporary. The term “other than temporary” is not intended to indicate that the decline is permanent, but indicates that the prospects for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. Once a decline in value is determined to be other than temporary, the value of the security is reduced and a corresponding charge to earnings is recognized. During 2008, the Company recognized an impairment charge of $1~~.4 million~~,489,000 on a trust preferred security it held for investment. In January 2009, the security was sold at a loss of $172,000.

Revenue Recognition

The Company’s primary source of revenue is net interest income, which is the difference between the interest income it receives on interest-earning assets and the interest expense it pays on interest-bearing liabilities, and (ii) fee income, which includes fees earned on deposit services, income from ~~SBA~~government guaranteed lending, electronic-based ~~cash~~ cash management services, mortgage brokerage fee income and ~~merchant~~payroll ~~credit card processing~~ services. Interest income is recorded on an accrual basis. Note 1 to the Consolidated Financial Statements offers an explanation of the process for determining when the accrual of interest income is discontinued on an impaired loan.

Income Taxes

The Company accounts for income taxes under the ~~asset~~ asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using currently enacted tax rates applied to such taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If future income should prove non-existent or less than the amount of deferred tax assets within the tax years to which they may be applied, the asset may not be realized and our net income will be reduced. Since January 1, 2007, the Company has accounted for uncertainty in income taxes under ASC 740, Accounting for Uncertainty in Income Taxes. Under the provisions of ACS 740, only tax positions that meet the more likely than not recognition threshold that the tax position will be sustained in a tax examination are recognized.

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~~Since~~We ~~January 1, 2007,~~use ~~the~~a ~~Company~~comprehensive ~~has~~model ~~accounted~~ for ~~uncertainty~~recognizing, inmeasuring, ~~income~~presenting ~~taxes under Financial~~and ~~Accounting~~disclosing ~~Standards~~in ~~Board~~the ~~(“FASB”)~~financial ~~Interpretation~~statements ~~No. 48,~~tax ~~Accounting~~positions ~~for~~taken ~~Uncertainty~~or inexpected ~~Income~~to ~~Taxes~~be ~~(“FIN~~taken ~~48”)~~on a tax return. ~~Under~~A ~~the~~tax ~~provisions~~position ~~of FIN~~is ~~48,~~recognized ~~only~~as ~~tax~~a ~~positions~~benefit ~~that~~only ~~met~~if ~~the~~it is “more likely than not” ~~recognition threshold,~~ that the tax position would be sustained in a tax examination, onwith ~~January 1,~~a tax examination being ~~2007~~presumed ~~were~~to occur. The amount recognized is orthe ~~continue~~largest toamount beof ~~recognized~~tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

~~When~~If ~~tax returns are filed~~Management determines, itbased ison ~~highly certain~~available ~~that~~evidence ~~some~~at ~~positions taken would be sustained upon examination by~~ the ~~taxing~~ ~~authorities~~time, ~~while~~that ~~others~~it ~~are~~is ~~subject~~more tolikely than ~~uncertainty~~not ~~about~~that ~~the~~some ~~merits~~portion ~~of the position taken~~ or ~~the~~all ~~amount~~ of the ~~position~~deferred ~~that~~tax ~~would~~assets bewill ~~ultimately~~not be ~~sustained. The~~realized, ~~benefit~~then of a ~~tax~~valuation ~~position~~allowance isagainst ~~recognized in~~ the ~~financial statements~~deferred intax ~~the~~asset ~~period~~must ~~during which, based on all available evidence, management~~be ~~believes~~established. itIn isevaluating ~~more~~the ~~likely~~likelihood ~~than~~of ~~not~~realizing ~~that~~ the ~~position~~benefit ~~will~~of bethe deferred ~~sustained~~tax ~~upon examination~~asset, ~~including~~Management ~~the~~estimates ~~resolution~~future oftaxable ~~appeals~~income orbased ~~litigation processes, if~~on ~~any. Tax~~Management’s ~~positions~~business ~~taken~~plans ~~are~~and ~~not~~ongoing ~~offset~~tax orplanning ~~aggregated~~strategies ~~with~~against ~~other~~which ~~positions. Tax positions that meet~~ the ~~more-likely-than-not~~deferred ~~recognition threshold~~tax ~~are~~asset ~~measured~~may asbe ~~the~~applied. ~~largest~~This ~~amount~~process ofinvolves ~~tax~~significant judgment ~~benefit~~about assumptions that isare ~~more~~subject ~~than 50~~to ~~percent~~revision ~~likely~~from ofperiod ~~being~~to ~~realized~~period based ~~upon~~on ~~settlement~~changes ~~with~~in ~~the~~tax ~~applicable~~laws ~~taxing authority. The~~or ~~portion~~variances ofbetween the ~~benefits~~Company’s ~~associated with tax positions~~projected ~~taken~~operating ~~that~~performance ~~exceeds~~and the ~~amount~~Company’s ~~measured~~actual asresults ~~described~~and ~~above~~other isfactors. ~~reflected as a~~A ~~liability~~valuation allowance for ~~unrecognized~~deferred tax ~~benefits~~assets inis ~~the~~established ~~accompanying~~through ~~balance~~an ~~sheet along~~expense ~~with~~recorded ~~any~~in ~~associated interest and penalties that would be payable to~~ the ~~taxing authorities~~statement ~~upon~~of ~~examination~~operations.

For the three years ended December 31, 2009, 2008 and 2007, the Company is in a cumulative pretax loss position. For purposes of establishing a deferred tax valuation allowance, this cumulative pretax loss position is considered significant, objective evidence that the Company may not be able to realize the Company’s deferred tax assets in the future. The cumulative pretax loss position was caused primarily by the significant amount of loan loss provision and other real estate expense taken in 2009. As a result of these losses, a valuation allowance was recorded at December 31, 2009.

The amount of deferred tax assets considered realizable is subject to adjustment in future periods. Management will need to continue to monitor all available evidence related to the Company’s ability to utilize its net deferred tax assets. The Company’s income tax expense in future periods will be increased or reduced to the extent of offsetting increases or decreases to the Company’s net deferred tax asset valuation allowance.

Summary of Performance

For ~~2008~~2009, the net ~~income~~loss was $2(27.7451) million, compared to the net income of $62.4674 million earned in ~~2007~~2008 and $76.1546 million in ~~2006~~ 2007. Net ~~income~~loss per ~~diluted~~ share was $(4.39 21) for ~~2008~~2009, as compared to net income per diluted share of $.8539 during ~~2007~~2008 and $.9387 in ~~2006~~2007. The Company’s Return on Average Assets (“ROAA”) was (4.4778)% and Return on Average Equity (“ROAE”) ~~was~~ 6was (75.1125)% in ~~2008~~2009, as compared to 1.1347% and 136.2211%, ~~respectively,~~ in ~~2007~~2008 and 1.3813% and 1513.9922%, for ~~respectively~~2007, ~~for 2006~~respectively.

The ~~downward~~significant ~~movement~~factors inimpacting ~~rates of 400 basis points by~~ the ~~FOMC (Federal Open Market Committee), throughout 2008 had a negative impact on the~~ net ~~interest~~loss ~~margin as the compression of interest rates decreased net interest income by $2.4 million from 2007 to 2008. The economic downturn and the downward trends~~ in ~~the~~2009 real estate market had a negative effect on our construction loan business and the resulting mortgage loans that in the past had provided substantial gains when the loans sold on the secondary market. Even in the current environment the Company was able to continue to sell several USDA Business and Industry guaranteed loans and SBA loans allowing us to realize gains during 2008 approximately equal to 73% of the gains in 2007. Increases in non interest expenses are, primarily related to the leases on seven buildings the Company sold and leased back during 2008, which was offset by other non interest income as we recognized a portion of the gain on the sale leaseback and an impairment charge on a security in the fourth quarter. These expenses were ~~partially offset by a decrease in salaries and employee benefits. Non interest income increased primarily due to service charges on deposit accounts and the gain recognized on the sale leaseback.~~:

· The provision for loan losses of $23.1 million due to net charge-offs totaling $17.9 million and related other real estate expenses of $6.64 million. This is a direct result of the deterioration of the economy, the effect of declining real estate values and the increasing unemployment rate;

· The downward movement in rates of 400 basis points by the FOMC (Federal Open Market Committee) throughout 2008 which remained unchanged in 2009 had a negative impact on the net interest margin. This compression of interest rates, in addition to the significant increases in nonaccrual loans, decreased net interest income by $4.8 million from 2008 to 2009;

· FDIC assessments increased $1.3 million in 2009 from 2008; and

· A valuation allowance of $15.2 million was established against the Company’s deferred tax assets.

These expenses were partially offset by a decrease in salaries and employee benefits and the gain on the sale of the merchant processing portfolio.

The economic downturn and the downward trends in the real estate market had a negative effect on our construction loan business and the related mortgage loans that in the past had provided substantial gains when the loans sold on the secondary market. Even in the current environment the Company was able to continue to sell several USDA Business and Industry guaranteed loans and SBA loans allowing us to realize gains during 2009 approximately equal to $510,000 over the gains in 2008.

Results of Operations

The Impact of Changes in Assets and Liabilities to Net Interest Income and Net Interest Margin

We monitor asset and deposit levels, developments and trends in interest rates, liquidity, capital adequacy and marketplace opportunities. We respond to all of these to protect and maximize income while managing risks within acceptable levels as set by the Company’s policies. In additional alternative business plans and contemplated transactions are analyzed for their impact on the level of risk assumed by the Company. This process, known as asset/liability management, is carried out by changing the maturities and relative proportions of the various types of loans, investments, deposits and other borrowings in ways described below. The management staff responsible for asset/liability management operates under the oversight of the Asset/Liability Committee and provides regular reports to the Board of Directors. Board approval is obtained for major actions or the occasional exception to policy.

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Company’s policies. In addition, alternative business plans and contemplated transactions are analyzed for their impact on the level of risk assumed by the Company. This process, known as asset/liability management, is carried out by changing the maturities and relative proportions of the various types of loans, investments, deposits and other borrowings in ways described below. The management staff responsible for asset/liability management operates under the oversight of the Asset/Liability Committee and provides regular reports to the Board of Directors. Board approval is obtained for major actions or the occasional exception to policy.

Net Interest Income and Net Interest Margin

The Company earns income from two primary sources. The first is net interest income brought about by income from the successful deployment of earning assets less the costs of interest-bearing liabilities. The second is non-interest income, which generally comes from customer service charges and fees, but can also result from non-customer sources such as gains on loan sales. The majority of the Company’s non-interest expenses are operating costs which relate to providing a full range of banking services to our customers and the costs related to foreclosed real estate.

Net interest income, which is simply total interest income (including fees) less total interest expense, was $2622.92 million in ~~2008~~2009 compared to $2926.3 9 million and $3129.3 million in ~~2007~~2008 and ~~2006~~2007, respectively. This represents a decrease of 817.28% in ~~2008~~2009 from ~~2007~~2008 and a decrease of 68.2% in ~~2007~~2008 from ~~2006~~2007. The amount by which interest income exceeds interest expense depends on several factors. Among those factors are yields on earning assets, the cost of interest-bearing liabilities, the relative volume of total earning assets and total interest-bearing liabilities, and the mix of products which comprise the Company’s earning assets, deposits, and other interest-bearing liabilities. Change in the amount and mix of interest-earning assets and interest-bearing liabilities is referred to as “volume change.” Change in interest rates earned on assets and rates paid on deposits and other borrowed funds is referred to as “rate change.”

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Company’s earning assets, deposits, and other interest-bearing liabilities. Change in the amount and mix of interest-earning assets and interest-bearing liabilities is referred to as “volume change.” Change in interest rates earned on assets and rates paid on deposits and other borrowed funds is referred to as “rate change.”

The Volume and Rate Variances table which follows sets forth the dollar amount of changes in interest earned and paid for each major category of interest-earning assets and interest-bearing liabilities and the amount of change attributable to changes in average balances (volume) or changes in average interest rate. The calculation is as follows: the change due to increase or decrease in volume is equal to the increase or decrease in the average balance times the prior period’s rate. The change due to an increase or decrease in the rate is equal to the increase or decrease in the average rate times the current period’s balance. The variances attributable to both the volume and rate changes have been allocated to the change in rate.

	Years Ended December 31,
	2008 over 2007									2007 over 2006
	Increase (decrease) due to:									Increase (decrease) due to:
	Volume			Rate			Net			Volume			Rate			Net
Earning Assets:
Loans	$	2,218		$	(6,641	)	$	(4,423	)	$	1,058		$	(331	)	$	728
Federal funds sold	(977		)	(896		)	(1,873		)	1,685			(56		)	1,629
Investment securities:
Taxable	170			11			181			(14		)	62			48
Non-taxable (1)	—			—			—			(0		)	(1		)	(0		)
Interest bearing deposits in banks	394			(187		)	207			(77		)	80			4
Total	1,805			(7,713		)	(5,908		)	2,652			(245		)	2,408
Interest-bearing liabilities:
Interest bearing deposits:
NOW and money market deposits	25			(410		)	(385		)	(294		)	21			(273		)
Savings deposits	38			(1,566		)	(1,528		)	676			2,554			3,230
Time deposits	396			(1,659		)	(1,263		)	62			1,037			1,099
Total interest bearing deposits	459			(3,635		)	(3,176		)	444			3,612			4,056
Other borrowings	(172		)	(176		)	(348		)	369			(73		)	296
Total Interest bearing liabilities	287			(3,811		)	(3,524		)	813			3,539			4,352
Net interest margin/income	$	1,518		$	(3,902	)	$	(2,384	)	$	1,839		$	(3,784	)	$	(1,944	)

(1) Yields on tax exempt income have not been computed on a tax equivalent basis.

The Company’s net interest margin is its net interest income expressed as a percentage of average earning assets. The Company’s net interest margin for 2008 was 5.09% a decrease of 59 basis points from the 5.68% reported in 2007. For the year 2006, this margin was 6.62%. The following Distribution, Rate and Yield table shows, for each of the past three years, the rates earned on each component of the Company’s investment and loan portfolio and the rates paid on each segment of the Company’s interest bearing liabilities. That same table also shows the Company’s average daily balances for each principal category of assets, liabilities and shareholders’ equity, the amount of interest income or interest expense, and the average yield or rate for each category of interest-earning asset and interest-bearing liability along with the net interest margin for each of the reported periods.

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Distribution, Rate & Yield

	Year Ended December 31,
	2008 (a)						2007 (a)						2006 (a)
	2009 (a)						2008 (a)						2007 (a)
(In thousands, except percentages)	Average Balance		Interest		Avg Rate (4)		Average Balance		Interest		Avg Rate (4)		Average Balance		Interest		Avg Rate (4)
Assets
Investments:
Federal funds sold	$	3142,~~086~~580	$	~~602~~96	10.9423	%	$	5131,~~358~~086	$	~~2,475~~602	41.8294	%	$	1751,~~164~~358	$	~~846~~2,475	4.9382	%
Taxable	74,~~054~~852		~~410~~205		54.8123	%	47,~~053~~054		~~229~~410		5.6681	%	4,~~403~~053		~~181~~229		45.1266	%
Non-taxable (1)	1,~~386~~404		65		4.6963	%	1,~~377~~386		65		4.7069	%	1,~~370~~377		65		4.7470	%
Interest bearing deposits in banks	72,~~950~~666		~~389~~74		42.8978	%	27,~~509~~950		~~182~~389		74.2489	%	42,~~409~~509		~~178~~182		47.0424	%
Total investments	4751,~~476~~502		~~1,466~~440		30.0985	%	5947,~~297~~476		21,~~951~~466		43.9809	%	2759,~~346~~297		12,~~270~~951		4.6598	%
Loans:
Agricultural	3336,~~097~~677		2,~~301~~209		6.9502	%	3033,~~832~~097		2,~~818~~301		96.1495	%	2830,~~129~~832		2,~~578~~818		9.1714	%
Commercial	8483,~~422~~211		65,~~954~~532		86.2465	%	7084,~~732~~422		76,~~242~~954		108.24	%	6770,~~608~~732		67,~~655~~242		910.8424	%
Real estate	~~305~~289,~~871~~817		2216,~~482~~359		75.3564	%	~~307~~305,~~430~~871		2622,~~472~~482		87.6135	%	307,~~921~~430		2726,~~167~~472		8.8261	%
Consumer	5864,~~818~~072		4,~~112~~326		6.9975	%	4858,~~039~~818		34,~~740~~112		76.7999	%	4148,~~461~~039		3,~~144~~740		7.5879	%
Total loans	~~482~~473,~~208~~777		3528,~~849~~426		76.4300	%	~~457~~482,~~033~~208		4035,~~272~~849		87.8143	%	~~445~~457,~~119~~033		3940,~~544~~272		8.8881	%
Total earning assets (2)	~~529~~525,~~684~~279		3728,~~315~~866		75.0450	%	~~516~~529,~~330~~684		4337,~~223~~315		87.3704	%	~~472~~516,~~465~~330		4043,~~814~~223		8.6437	%
Non earning assets	4754,~~667~~653						5647,~~122~~667						4556,~~159~~122
Average total assets	$	~~577~~579,~~351~~932					$	~~572~~577,~~452~~351					$	~~517~~572,~~624~~452
Liabilities & Shareholders’ Equity
Interest bearing deposits:
NOW	$	~~117~~124,~~903~~368	$	~~634~~391	0.5431	%	$	~~116~~117,~~403~~903	$	~~919~~634	0.7954	%	$	~~137~~116,~~358~~403	$	~~1,210~~919	0.8879	%
Savings	~~115~~110,~~116~~780		21,~~039~~005		10.7791	%	~~113~~115,~~913~~116		32,~~567~~039		31.1377	%	37113,~~893~~913		~~337~~3,567		03.8913	%
Money market	3326,~~357~~999		~~531~~288		1.5907	%	3233,~~440~~357		~~631~~531		1.9459	%	4032,~~066~~440		~~616~~631		01.8894	%
TDOAs and IRAs	79,~~941~~863		~~298~~245		32.7548	%	7,~~632~~941		~~343~~298		43.4975	%	67,~~537~~632		~~242~~343		34.7049	%
Certificates of deposit < $100,000	7386,~~815~~333		21,~~686~~778		32.6406	%	7773,~~341~~815		32,~~655~~686		43.7364	%	7877,~~661~~341		3,~~242~~655		4.1273	%
Certificates of deposit > $100,000	8582,~~683~~562		32,~~407~~213		32.9868	%	7485,~~230~~683		3,~~656~~407		43.9398	%	7274,~~513~~230		3,~~061~~656		4.2293	%
Total interest bearing deposits	~~433~~440,~~815~~905		95,~~595~~920		21.2134	%	~~421~~433,~~959~~815		129,~~771~~595		32.0321	%	~~373~~421,~~028~~959		812,~~708~~771		23.3303	%
Borrowed Funds:
Other borrowings	11,445		770		6.73	%	13,523		1,118		8.27	%	9,334		824		8.81	%
Total borrowed funds	13,117		790		6.02	%	11,445		770		6.73	%	13,523		1,118		8.27	%
Total borrowed funds	11,445		770		6.73	%	13,523		1,118		8.27	%	9,334		824		8.81	%
Total interest bearing liabilities	454,022		6,710		1.48	%	445,260		10,365		2.33	%	435,482		13,889		3.19	%
Total interest bearing liabilities	445,260		10,365		2.33	%	435,482		13,889		3.19	%	382,362		9,532		2.49	%
Demand deposits	73,610						73,545						81,860
Demand deposits	73,545						81,860						83,427
Other liabilities	11,757						13,718						6,251
Other liabilities	13,718						6,251						7,112
Total liabilities	539,389						532,523						523,593
Total liabilities	532,523						523,593						472,901
Shareholders’ equity	38,445						44,828						48,859
Shareholders’ equity	44,828						48,859						44,723
Average liabilities and equity	$	577,834					$	577,351					$	572,452
Average liabilities and equity	$	577,351					$	572,452					$	517,624
Net interest income & margin (3)			$	22,156	4.22	%			$	26,950	5.09	%			$	29,334	5.68	%
Net interest income & margin (3)			$	26,950	5.09	%			$	29,334	5.68	%			$	31,282	6.62	%

(a) Average balances are obtained from the best available daily or monthly data.

(1) Yields on tax exempt income have not been computed on a tax equivalent basis.

(2) ~~Non~~ Average non-accrual ~~loans~~loan balances of $26.74 million for 2009, $10.14 million for 2008 and $194 thousand for 2007 have been included in total average loans for purposes of calculating average total earning assets.

(3) Represents net interest income as a percentage of average interest-earning assets.

(4) Yields and amounts earned on loans include loan fees of $1,~~761~~522,000, $1,~~936~~761,000 and $21,~~450~~936,000 for the years ended December 31, ~~2008~~ 2009, ~~2007~~2008 and ~~2006~~ 2007 respectively.

During ~~2008~~2009, the Company’s net interest margin declined primarily as a result of the change in interest rates as the Federal Open Market Committee, (FOMC) lowered rates bythroughout ~~400~~2008 ~~basis~~illustrated by ~~points throughout~~ the ~~year.~~decline ~~Average investments,~~in ~~primarily~~the ~~Federal~~average ~~funds~~prime ~~sold,~~interest ~~decreased~~rate byto 193.925% ~~while~~in ~~loan growth,~~2009 onfrom ~~an average basis, increased by~~ 5.509 %in 2008. ~~Although~~ ~~mitigated~~Additionally, byinterest ~~the~~earned ~~decline~~ in the ~~rates~~ ~~paid~~Company’s onloan ~~interest bearing liabilities, this combination resulted in an~~portfolio ~~overall~~declined ~~decrease~~because of 59an ~~basis~~increase ~~points~~ in ~~net the interest margin. On an~~ average ~~basis,~~ ~~the~~non-accrual ~~rates on~~ loans ~~decreased~~of by$16.6 ~~138 basis points resulting in a decrease~~million in ~~interest~~2009 ~~income~~compared ofto $62008.6 ~~million.~~Excluding ~~This~~non-accrual ~~decrease~~average inbalances ~~rates~~from ~~was~~total loans ~~offset~~at byDecember 31, ~~the increase~~2009, in the average ~~volume~~rate ofon loans ofwould ~~$25.2~~have ~~million that generated an~~been ~~additional $2~~6.236% ~~million~~and inthe ~~loan~~net ~~related~~ interest ~~income.~~margin Onwould anhave ~~average~~been ~~basis~~4.44%. Average investments, ~~the~~primarily ~~rate~~Federal onfunds ~~investments~~sold, ~~decreased~~increased by ~~189~~8.5% ~~basis~~while ~~points~~loan ~~resulting~~growth, inon ~~a decrease~~an inaverage ~~interest~~basis, ~~income~~decreased ofby $1.175%. ~~million,~~Although ~~additionally~~mitigated by the ~~decrease~~decline in ~~average volume~~the ofrates ~~investment~~paid ~~securities~~on ofinterest ~~$11.8~~bearing ~~million~~liabilities, ~~resulted~~this incombination aresulted ~~decrease~~ in ~~interest~~an ~~income~~overall decrease of ~~$413~~87 ~~thousand. Overall, interest~~basis ~~income~~points onin ~~earning~~the ~~assets~~net ~~decreased by $5.9 million.~~

Table of Contents

Ainterest ~~large~~margin. ~~portion~~On ofan ~~the~~average ~~Bank’s loans carry variable rates and re-price immediately~~basis, ~~subject to certain floors, versus a large base of core deposits which are generally slower to re-price. Interest expense decreased in 2008 as rates decreased while~~ the ~~Company’s mix~~ ~~of deposits remained consistent with the 2007 levels with the exception of the decrease in 2008 in non interest bearing demand deposits. The average~~ rates ~~paid~~ on ~~interest~~loans ~~bearing deposits for 2008~~ decreased 82143 basis points ~~to 2.21%~~resulting ~~compared to 3.03%~~ in ~~2007~~a ~~and~~decrease ~~2.33%~~ in ~~2006. The changes in~~interest ~~deposit~~income ~~rates~~of in$6.8 ~~2008~~million, ~~compared~~additionally ~~to 2007 were primarily due to~~ the ~~changes~~decrease in ~~interest~~ ~~rates~~average ~~brought~~volume onof byloans ~~Federal Reserve Board actions as discussed~~of ~~previously~~$8.4 ~~The~~million ~~average~~resulted ~~rates~~in ~~that~~a ~~are paid on deposits generally trail behind these changes for two reasons: (1) financial institutions do not always change deposit rates with each small increase or~~ decrease in ~~short-term~~interest ~~rates; and~~income ~~(2) with~~of ~~time deposit accounts~~$626,000. ~~even~~On ~~when new offering rates are~~an ~~established~~average basis, the ~~average~~rate ~~rates~~on ~~paid~~investments ~~during~~decreased ~~the~~by ~~year~~224 ~~are~~basis apoints ~~blend~~resulting in ofa ~~the~~decrease ~~rate paid~~in oninterest ~~all~~income of ~~the individual accounts~~$863,000. ~~Only~~This ~~new~~decrease ~~accounts~~is ~~and~~largely ~~those~~due ~~that mature~~to ~~and are renewed will bear~~ the ~~new~~fed ~~rate.~~funds ~~The~~ average ~~balances~~rate ofdecrease ~~interest bearing~~from ~~liabilities of $445~~1.394% ~~million~~in ~~were~~2008 ~~$9.8~~to ~~million (2~~.223%) ~~higher~~ in ~~2008 than 2007~~2009. OnThe anincrease in average ~~basis,~~volume ~~NOW~~of investment ~~account~~securities ~~deposits~~of ~~were up~~ $14.50 million, ~~savings~~was ~~account~~offset ~~deposits~~by ~~were~~this updecrease ~~$1.2 million,~~in ~~money~~rate ~~market~~and ~~account~~resulted ~~deposits~~in a ~~were~~decrease upin ~~$917~~interest ~~thousand~~income ~~and certificate~~ of ~~deposit~~ ~~balances were up~~ $7164,000.~~9 million.~~ ~~The~~Overall, ~~average balance of non-~~interest ~~bearing~~income ~~demand~~on ~~deposits~~earning assets decreased by $8.34 million ~~from 2007 to 2008~~.

~~From~~The ~~2007 to 2008, the~~ Company’s ~~average~~net ~~loan~~interest ~~portfolio~~margin ~~grew~~is byits net ~~approximately~~interest ~~$25~~income expressed as a percentage of average earning assets.2 ~~million,~~The Company’s ornet 5interest margin for 2009 was 4.522%, ~~building~~a ondecrease ~~the growth~~ of ~~$11.9~~87 ~~million,~~basis points orfrom 2the 5.709% reported in 2008. For the year 2007, ~~over~~this ~~2006~~margin was 5. ~~The~~68%. ~~earnings~~The onDistribution, ~~that~~Rate ~~growth~~and Yield table shows, ~~net~~for each of ~~associated~~the ~~funding~~past ~~costs~~three years, ~~are~~the rates aearned ~~significant~~on ~~contributor~~each component of the Company’s investment and loan portfolio toand ~~net~~the rates paid on each segment of the Company’s interest ~~income~~bearing liabilities. ~~During~~That ~~2008,~~same table also shows the ~~loan~~Company’s ~~portfolio~~average ~~averaged~~daily ~~83.5%~~balances for each principal category of ~~total~~ assets, ~~while~~liabilities ~~for~~and ~~2007~~shareholders’ equity, the amount of interest income or interest expense, and ~~2006~~the ~~such~~average ~~balances~~yield ~~represented~~or rate ~~80.4%~~for each category of interest-earning asset and ~~86%,~~interest-bearing liability ~~respectively,~~along with the net interest margin for each of ~~average~~the ~~assets~~reported periods.

~~Based~~A onlarge ~~current~~portion ~~economic~~of ~~conditions~~the Bank’s loans carry variable rates and re-price immediately, ~~the~~subject ~~Company~~to ~~expects~~certain ~~moderate~~floors, versus a ~~decreases~~large base of core deposits which are generally slower to re-price. Interest expense decreased in 2009 as rates decreased in line with 2008 prime rate decreases while the Company’s mix of average deposits remained consistent with the 2008 levels. The average rates paid on interest- bearing ~~liabilities~~deposits ~~and~~for ~~rates~~2009 ~~earned~~decreased on87 basis points to 1.34% ~~both~~compared ~~the~~to ~~investment~~2.21% in 2008 and ~~loan~~3.03% ~~portfolio~~in ~~during~~2007. The changes in deposit rates in 2009. Itcompared isto ~~anticipated~~2008 ~~that~~were primarily due to the changes in interest rates brought on by Federal Reserve Board ~~will~~actions in 2008 as discussed previously. The average rates that are paid on deposits generally trail behind these changes for two reasons: (1) financial institutions do not ~~adjust~~always ~~interest~~change deposit rates with each small increase or decrease in short-term rates; and (2) with time deposit accounts, even when new offering rates are established, the average ~~foreseeable~~rates paid during the year are a blend of the rate paid on all of the ~~future~~individual accounts. It isOnly ~~also~~new ~~anticipated~~accounts and those that ~~the~~mature and are renewed ~~Company’s~~will ~~net~~bear the new rate. The average balances of interest ~~margin~~bearing ~~may~~liabilities ~~improve~~of $454.0 asmillion ~~time~~were $8.8 million or 2.0% higher in 2009 than 2008. On an average basis, NOW account deposits were ~~reprice~~up $6.5 million, savings account deposits down $4.3 million, money market account deposits were down $6.4 million and ~~loan~~certificate of deposit balances ~~rates~~were ~~remain~~up ~~stable~~$11.4 million. The average balance of non-interest bearing demand deposits decreased by only $259,000 from 2008 to 2009.

~~Non-interest~~From ~~Income~~2008 to 2009, the Company’s average loan portfolio decreased by approximately $8.4 million, or 1.7%, compared to the growth of $25.2 million, or 5.5% in 2008 over 2007. During 2009, the loan portfolio averaged 81.7% of total assets, while for 2008 and ~~Non-~~2007 such balances represented 83.5% and 79.8%, respectively, of average assets. In addition to the decline in yield related to a decline in market interest ~~Expense~~rates, loan yields for 2009 reflect an increase in the balance of average non-accrual loans.

~~For~~Based ~~the~~on ~~year~~current ~~2008,~~economic ~~non-interest income increased 464~~conditions,~~000~~ ~~or (5.5%) to~~the ~~$8,939,000~~Company asexpects ~~compared~~moderate todecreases ~~$8,475,000 for 2007. Non interest income~~ in ~~2006 was $6,769,000. The primary sources of non-interest income for~~ the ~~Company~~rates ~~are service~~paid ~~charges~~ on ~~deposit accounts, gains on the sale of loans, loan servicing~~interest-bearing ~~income,~~liabilities ~~the~~and ~~amortization~~rates ~~of the gain on the sale lease back of certain properties beginning in 2008, alternative investment fees~~ earned on both the ~~sales of non-deposit~~ investment ~~products, merchant credit card fees,~~ and ~~earnings from changes in the cash surrender value of bank owned life insurance. Service charges on deposit accounts and~~ loan ~~sales~~portfolio ~~income in 2008 accounted for 43.7%~~during ~~and 12~~2010.~~3%,~~ ~~respectively,~~It ofis ~~total~~anticipated ~~non-interest~~that ~~income,~~the asFederal ~~compared~~Reserve toBoard ~~40.4%~~will ~~and 17.8%,~~not ~~respectively,~~adjust for 2007 and 39.7% and 23.3%, respectively, for 2006. Loan servicing income, alternative investment fees, merchant credit card fees, and earning from cash surrender value of bank owned life insurance for 2008 were 6.2%, 6.1%, 4.6%, and 6.3% respectively, of total non-interest ~~income, as~~ ~~compared~~rates toin ~~4.7%,~~the ~~4.2%,~~foreseeable 4future.~~8%,~~ It ~~and 4.5% respectively, for 2007 and 6.8%, 5.2%,~~is ~~5.6%,~~also ~~and~~anticipated ~~4.9%~~that ~~respectively,~~the ~~for~~Company’s ~~2006. Other~~net ~~non-~~interest ~~income~~margin ~~represented~~may ~~20.8%,~~improve ~~23.7%,~~as ~~and 14.6%~~time ~~respectively~~deposits inreprice ~~2008, 2007,~~ and ~~2006. Included~~loan inrates ~~other~~remain ~~non-interest income for 2008 was the amortization of the gain on the sale and lease back of the seven properties which totaled $326,000 or 3~~stable.~~6%.~~

The ~~primary~~Volume ~~source~~and ofRate ~~non-interest~~Variances ~~income~~table ~~during 2008 was from service charges on deposit accounts~~ which ~~totaled $3,904,000, an increase of~~follows ~~$482,000. This~~sets ~~was~~forth ~~followed by other non-interest income totaling $1,859,000 which was a decrease of $153,000 largely due to~~ the ~~one~~dollar ~~time~~amount ~~pre tax gain~~ of ~~$730,000~~changes ~~realized~~ in ~~the~~interest ~~third quarter~~earned ofand ~~2007~~paid ~~from~~for ~~the~~each major ~~sale~~category of ~~mortgage~~interest-earning ~~servicing~~assets ~~rights,~~and ~~offset~~interest-bearing byliabilities ~~the gain~~and ~~recognized of $326,000 for~~ the ~~sale~~amount ~~lease back~~ of ~~certain~~change ~~properties. The~~attributable ~~gain~~to ofchanges ~~$5,579,000~~in isaverage ~~being~~balances ~~amortized~~(volume) onor achanges ~~straight~~in ~~line~~average ~~basis~~interest ~~over 15 years~~rate. The ~~increase~~calculation inis ~~service~~as ~~charges~~follows: onthe ~~deposit accounts~~change ~~was~~due ~~primarily~~to aincrease ~~result~~or ofdecrease ~~the~~in ~~fees~~volume ~~charged on additional deposit~~is ~~accounts~~equal ~~opened~~to ~~during~~ the ~~year,~~increase ~~and~~or ~~the~~decrease ~~overdraft~~in ~~privilege~~the ~~deposit~~average ~~product which~~balance ontimes athe ~~year~~prior ~~over year basis increased $296,000~~period’s rate. ~~Gains~~The onchange ~~sales~~due ofto ~~loans decreased~~an ~~$404,000~~increase ~~from~~or ~~$1,506,000~~decrease in ~~2007~~the torate ~~$1,102,000~~is inequal ~~2008.~~to ~~This~~the increase ~~was~~or ~~a result~~decrease ofin the ~~lower~~average ~~volume~~rate oftimes ~~loans~~the ~~sold~~current ~~during~~period’s ~~2008~~balance. The ~~real~~variances ~~estate~~attributable ~~market continued~~ to ~~soften~~both ~~in all of~~ the ~~areas~~volume weand ~~serve~~rate ~~which~~changes ~~resulted~~have ~~in more homes~~been ~~for~~allocated ~~sale thereby creating an environment more advantageous~~ to the ~~buyer~~change ~~than the~~in ~~seller~~rate.

The loan portfolio also includes loans which are 75% to 90% guaranteed by the Small Business Administration (SBA), U.S. Department of Agriculture, Rural Business-Cooperative Service (RBS) and Farm Services Agency (FSA). The guaranteed portion of these loans may be sold to a third party, with the Company retaining the unguaranteed portion. The Company generally receives a premium in excess of the adjusted carrying value of the loan at the time of sale.35

35Table of Contents

Table of Contents

	Years Ended December 31,
	2009 over 2008									2008 over 2007
	Increase (decrease) due to:									Increase (decrease) due to:
	Volume			Rate			Net			Volume			Rate			Net
Earning Assets:
Loans (1)	$	(626	)	$	(6,797	)	$	(7,423	)	$	2,218		$	(6,641	)	$	(4,423	)
Federal funds sold	223			(729		)	(506		)	(977		)	(896		)	(1,873		)
Investment securities:
Taxable	(128		)	(77		)	(205		)	170			11			181
Non-taxable (2)	—			(1		)	—			—			—			—
Interest bearing deposits in banks	(259		)	(56		)	(315		)	394			(187		)	207
Total	(789		)	(7,660		)	(8,449		)	1,805			(7,713		)	(5,908		)

Interest-bearing liabilities:
Interest bearing deposits:
NOW and money market deposits	1			(487		)	(486		)	25			(410		)	(385		)
Savings deposits	(77		)	(957		)	(1,034		)	38			(1,566		)	(1,528		)
Time deposits	432			(2,587		)	(2,155		)	396			(1,659		)	(1,263		)
Total interest bearing deposits	356			(4,031		)	(3,675		)	459			(3,635		)	(3,176		)

Other borrowings	112			(92		)	20			(172		)	(176		)	(348		)
Total interest bearing liabilities	468			(4,123		)	(3,655		)	287			(3,811		)	(3,524		)
Net interest margin/income	$	(1,257	)	$	(3,537	)	$	(4,794	)	$	1,518		$	(3,902	)	$	(2,384	)

~~The~~(1) Non-accrual ~~portfolio of SBA, RBS and FSA government guaranteed~~ loans ~~being serviced~~have bybeen ~~the~~included ~~Company increased by 14% from 2007 to 2008. The increase~~ in ~~loan~~ ~~servicing~~total ~~income~~loans ~~of $161,000 from $395,000~~ in ~~2007 to $556,000 in 2008 was~~ ~~due to~~ the ~~retention~~above of the servicing rights on these loans rather than the selling the loans with the servicing released as the premiums offered on these loans during 2008 were not as significant as those offered in prior yearscalculations.

~~Alternative~~(2) Yields ~~investment fees earned~~ on ~~the~~tax ~~sales~~exempt ~~of non-deposit~~income ~~investment~~have ~~products~~not ~~increased~~been bycomputed ~~$4,000~~on ~~in 2007 compared to 2006 primarily as~~ a ~~result~~ oftax ~~more~~equivalent ~~sales throughout the year~~basis.

MerchantNon-interest credit card processing fees increased $6 thousand from $403 thousand in 2007, to $409 thousand in 2008. Management is currently negotiating to sell this business to a third party provider and anticipates the transaction will finalize in March 2009.Income

~~The~~(dollars ~~operating efficiency ratio is often used to compare the Company’s expenses to those of other financial institutions. This ratio takes factors~~ in ~~that for many financial institutions some of their income is not asset-based~~thousands, it is based on fees for services provided rather than income earned from a spread between the interest earned on assets and interest paid on liabilities. The operating efficiency ratio measures what portion of each dollar of net revenue is spent earning that revenue. With a portion of the Company’s revenues coming from such areas as the Insurance Agency, Payroll Services and Merchant Services, i.e., from programs that require operating expenses to run but are not related to assets on the Company’s balance sheet, management focuses more on this ratio than the operating expense to assets ratio. The Company is increasingly focused on enhancing its fee income. Based on the Company’s efficiency ratio of 80.4% for 2008, 70.6% for 2007 and 65.8% for 2006 as compared to the 55% and lower ratios of certain major financial institutions, it is expected that this focus will continue for the foreseeable future.unaudited)

The Company’s total non-interest expense increased to $28.3 million in 2008, as compared to $26.9 million in 2007, and $25.2 million in 2006.

Non-interest income:	2009			% of Total		2008			% of Total		2007			% of Total
Sale of merchant processing portfolio	$	2,640		22.43	%	$	—		—		$	—		—
Loss on sale of investment security	(172		)	-1.46	%	—			—		—			—
Service charges on deposit accounts	3,613			30.70	%	3,904			43.67	%	3,422			40.37	%
Gain on sale of loans	1,612			13.70	%	1,102			12.33	%	1,506			17.77	%
Loan servicing income	1,119			9.51	%	556			6.22	%	395			4.66	%
Alternative investment fees	423			3.59	%	545			6.10	%	354			4.18	%
Merchant card processing fees	86			0.73	%	409			4.58	%	403			4.76	%
Earnings from cash surrender value of bank owned life insurance	421			3.58	%	564			6.31	%	383			4.52	%
Other	2,027			17.22	%	1,859			20.80	%	2,012			23.74	%
Total non-interest income	$	11,769		100.00	%	$	8,939		100.00	%	$	8,475		100.00	%
As a percentage of average earning assets	2.24		%			1.69		%			1.64		%

~~Salaries~~For ~~and~~the ~~employee~~year ~~benefits~~2009, ~~decreased~~non-interest income increased $12,~~045~~830,000 or 731.27% ~~from~~to ~~2007~~ $11,769,000 as compared to $8,939,000 for 2008. ~~Included~~ ~~within~~Noninterest ~~salaries~~income ~~and~~in 2007 was $8,475,000. The primary sources of non-interest ~~benefits~~income for the Company are ~~actual~~service ~~salaries,~~charges ~~bonuses,~~on ~~commissions~~deposit accounts, ~~retirement~~gains ~~benefits,~~on the ~~payroll~~sale ~~taxes~~of loans, ~~and~~loan ~~stock~~servicing ~~option~~income, ~~expense. This~~the ~~decrease~~amortization ~~was~~of ~~primarily~~the gain on the ~~result~~sale and lease-back of acertain ~~decrease~~properties beginning in ~~bonuses~~2008, ~~and~~alternative investment ~~commissions~~fees ~~paid~~earned ~~during~~on ~~2008~~the sale of non-deposit investment products, merchant credit card fees, earnings from changes in the cash surrender value of bank owned life insurance, and a ~~decrease~~one intime gain of $2,640,000 on the ~~number~~sale of ~~employees~~the merchant processing portfolio. ~~The~~ ~~increase~~Service incharges ~~salaries~~on deposit accounts and ~~benefits~~loan sales income in ~~2007~~2009 accounted for 30.7% and 13.7%, respectively, of total non-interest income, as compared to ~~2006~~43.7% ~~was~~and ~~$205~~12.3%,~~000~~ orrespectively, 1for 2008 and 40.34% and 17.8%, ~~Full~~respectively, ~~time~~for ~~equivalent~~2007. ~~employees~~Loan ~~were~~servicing ~~248~~income, alternative investment ~~260~~fees, merchant credit card fees, and ~~263~~earnings atfrom ~~December 31~~the cash surrender value of bank owned life insurance for 2009 were 9.5%, ~~2008~~3.6%, ~~2007~~0.7%, and ~~2006~~3.6%, respectively, of total non-interest income, as compared to 6. ~~Benefit~~2%, ~~costs~~6.1%, 4.6%, and ~~employer~~6.3%, ~~taxes~~respectively, ~~decreased commensurate~~for ~~with~~2008 ~~the~~and ~~salaries~~4.7%, 4.2%, 4.8%, and 4.5%, respectively, for 2007. InOther ~~February 2009~~non-interest income ~~additional~~represented ~~reductions~~17.2%, in20.8%, ~~staffing~~and ~~resulted~~23.7%, respectively in a2009, ~~decrease~~2008, ofand 142007. Included ~~full~~in ~~time equivalent~~other ~~employees. It~~non-interest isincome ~~management’s~~for ~~opinion~~2009 ~~that~~was the ~~Company~~amortization ~~can~~of ~~operate~~the ~~efficiently~~gain ~~with~~on the ~~current~~sale ~~level~~and lease-back of the seven ~~staffing~~properties which totaled $372,000 or 3.2%.

Occupancy and equipment expenses were $5,424,000, an increase of $1,203,000 or 28.5% when compared to the 2007 total of $4,221,000. Much of the increase in occupancy expense was related to the additional rent associated with the sale and lease back of the seven properties in February of 2008. The increase in occupancy expenses in 2007 compared to 2006 was $741,000 or 21.3% primarily related to the new headquarters building as well as furniture, fixtures and equipment for the new Anderson and Redding branches which opened in the third quarter of 2007.36

~~The~~Table ~~majority~~ of ~~the decrease in professional services costs of $355,000~~ from 2007 to 2008 relates to the reduced amount of earnings credit for vendor services to a title and escrow company the Bank has had a long-term relationship with. The increase in 2007 of $329,000 compared to 2006 was due to outsourcing of the internal audit work and the process of complying with the requirements of the Sarbanes-Oxley Act. Advertising and marketing expenses increased by 51% in 2008 from 2007 largely due to a mass mailing and promotional campaign provided by a third party vendor used for the acquisition of new checking accounts. These expenses increased by 13.9% in 2007 from 2006 as we promoted the new branches.Contents

~~Expenses~~The primary ~~representing~~source ~~telephone~~of ~~and~~non-interest ~~data~~income ~~communications,~~during ~~postage~~2009 ~~and mail,~~was ~~stationery~~from ~~and~~service ~~supplies,~~charges ~~director fees and retirement accruals,~~on ~~advertising~~deposit ~~and~~accounts ~~promotion,~~which ~~and other expenses~~ totaled $53,~~560~~613,000, ~~for~~a ~~2007 compared~~decrease toof $5291,~~319,~~000. This inwas ~~2007~~followed ~~and~~by the one time pre-tax gain of $42,~~931~~640,000 realized in ~~2006,~~the anfirst ~~increase~~quarter of ~~4.5%~~2009 ~~and 7.9%~~from onthe asale ~~year~~of ~~over~~the merchant ~~year~~processing ~~basis~~portfolio. Gains ~~Management considers this increase in expenses~~on ~~commensurate~~sales ~~with~~of ~~the~~loans ~~growth~~increased ~~and~~$510,000 ~~operations~~from ~~of the Company. Additionally~~$1,102,000 in ~~the~~2008 ~~fourth~~to ~~quarter of 2008~~$1,612,000 in ~~the~~2009. ~~Company~~This ~~recognized~~was ana ~~impairment~~result ~~charge~~ of ~~$1,489,000~~the onGovernment ~~collateralized debt~~Lending ~~obligations~~Department ~~that~~selling ~~are~~the guaranteed ~~backed~~portion byof ~~trust-preferred~~loans ~~securities~~they originated.

The loan ~~Company~~portfolio ~~issues~~includes ~~stock~~loans ~~options~~which ~~under~~are ~~two~~75% ~~shareholder~~to ~~approved stock-based~~90% ~~compensation~~guaranteed ~~plans,~~by the ~~Community Valley Bancorp 1997 and 2000~~Small ~~Stock~~Business ~~Option~~Administration ~~Plans~~(SBA), U. ~~The~~S. ~~Plans~~Department ~~do not provide for the settlement~~ of ~~awards~~Agriculture, inRural Business-Cooperative ~~cash~~Service (RBS) and ~~new~~Farm ~~shares~~Services ~~are~~Agency ~~issued upon exercise of the options~~(FSA). ~~The~~ ~~plans~~The ~~require~~guaranteed ~~that~~portion ~~the~~of ~~option~~these ~~price~~loans may ~~not~~ be ~~less~~sold ~~than~~to ~~the~~a ~~fair~~third ~~market value of the stock at the date the option is granted~~party, ~~and~~with ~~that~~ the ~~stock must be paid for in~~ ~~full~~Company atretaining the ~~time~~unguaranteed ~~the option is exercised~~portion. The ~~options~~Company ~~expire~~generally onreceives a ~~date~~ ~~determined~~premium byin ~~the~~excess ~~Board~~ of ~~Directors,~~the ~~but~~adjusted ~~not~~carrying ~~later~~value ~~than~~of ~~ten~~the ~~years~~loan ~~from~~at the ~~date~~ oftime ~~grant~~of sale. The ~~vesting~~portfolio ~~period~~of isSBA, ~~determined~~RBS byand ~~the~~FSA ~~Board~~government ofguaranteed ~~Directors~~loans ~~and~~being isserviced ~~generally~~by ~~over~~the ~~five~~Company ~~years;~~increased ~~however,~~by ~~nonstatutory~~12% ~~options~~from ~~granted~~2008 ~~during~~to ~~1997 vested immediately~~2009. ~~Under~~The ~~the~~increase ~~1997~~in loan ~~plan,~~servicing ~~8,254~~income ~~shares~~ of ~~common~~$563,000 ~~stock~~from ~~remain reserved~~$556,000 ~~for~~in ~~issuance~~2008 to ~~employees and directors~~$1, ~~and the related options are exercisable until their expiration. However~~119,000 noin ~~new options will be granted~~2009 ~~under~~was ~~this~~due ~~plan.~~to ~~Under~~ the ~~Company’s~~retention ~~2000 stock option plan, 341,977 shares~~ of ~~common~~ ~~stock~~the ~~remain~~servicing ~~reserved~~rights ~~for~~on ~~issuance~~these toloans ~~employees~~in ~~and~~addition ~~directors, of which~~to ~~96,916~~Fannie ~~shares~~Mae ~~are~~mortgage ~~available~~servicing ~~for future grants~~rights.

36Alternative investment fees earned on the sales of non-deposit investment products decreased by $122,000 from $545,000 in 2008 to $423,000 in 2009 primarily as a result of less consumer investing in the securities market.

~~Table~~Merchant credit card processing fees decreased $323,000 from $409,000 in 2008 to $86,000 in 2009 after a slight increase of ~~Contents~~$6,000 from $403,000 in 2007 to 2008. The company sold the merchant processing portfolio in March 2009.

~~Management~~The operating ~~estimates~~efficiency ratio is often used to compare the ~~fair~~Company’s expenses to ~~value~~those of ~~each~~other ~~option~~financial ~~award~~institutions. This asratio offactors ~~the~~in ~~date~~that offor ~~the~~many ~~grant~~financial ~~using~~institutions asome of their ~~Black-Sholes-Merton~~income ~~option~~is ~~pricing~~not ~~model. Expected~~asset-based, ~~volatility~~it is based on ~~historical~~fees ~~volatility~~for ofservices ~~the~~provided ~~Company’s~~rather ~~stock~~than ~~over~~income aearned ~~preceding~~from ~~period~~a ~~commensurate~~spread ~~with~~between the ~~expected~~interest ~~term~~earned ofon ~~the~~assets and ~~option~~interest paid on liabilities. The ~~“simplified” method~~ ~~described~~operating inefficiency ~~SEC~~ratio ~~Staff~~measures ~~Accounting~~what ~~Bulletin~~portion ~~No. 107,~~of aseach ~~amended~~dollar byof ~~SEC~~net revenue ~~Staff~~is ~~Accounting~~spent ~~Bulletin~~earning ~~110,~~that ~~was~~revenue. With ~~used~~a portion ~~to determine the expected term~~ of the Company’s ~~options~~revenues ~~for~~coming ~~2008~~from such areas as the Insurance Agency, ~~2007~~Payroll Services and ~~2006~~Merchant Services, i. e., from programs that ~~The~~require ~~risk~~operating ~~free~~expenses ~~interest~~to ~~rate~~run ~~for~~but ~~the~~are ~~expected~~not ~~term~~related ofto ~~the~~assets ~~option~~on isthe ~~based~~Company’s onbalance ~~U.S.~~sheet, ~~Treasury~~management ~~yield~~focuses ~~curve~~more inon ~~effect~~this atratio than the ~~time~~operating ofexpense to ~~the~~assets ~~grant~~ratio. The ~~expected~~Company ~~dividends~~is increasingly ~~yield~~focused ~~was~~on ~~determined based~~enhancing its fee income. Based on the ~~budgeted~~Company’s efficiency ~~cash~~ratio ~~dividends~~ of ~~the~~95.13% ~~Company~~for at2009, ~~the~~80.4% ~~time~~for of2008, ~~the grant~~and 70. In6% ~~addition~~for 2007 as compared to ~~these~~the ~~assumptions, management~~52% ~~makes~~and ~~estimates~~lower ~~regarding~~ratios ~~pre-vesting~~of ~~forfeitures~~certain ~~that~~major ~~will~~financial ~~impact~~institutions, ~~total~~it ~~compensation~~is ~~expense~~expected ~~recognized~~that ~~under~~this focus will continue for the ~~Plan~~foreseeable future.

~~At December 31, 2008, the total compensation cost related to non~~Non-~~vested stock option awards granted to employees under the Company’s stock~~interest option plans but not yet recognized was $93,000. Stock option compensation expense is recognized on a straight-line basis over the vesting period of the option. This cost is expected to be recognized over a weighted average remaining period of 2.0 years and will be adjusted for subsequent changes in estimated forfeitures. See Notes 1 and 11 to the audited Consolidated Financial Statements in Item 8.Expense

~~Non~~(dollars in ~~Interest~~thousands, ~~Income/Expense~~unaudited)

(dollars in thousands, unaudited)

Non-interest expense:
Salaries and employee benefits	$	12,645		39.18	%	$	14,585		51.58	%	$	15,630		58.05	%
Occupancy and equipment	5,300			16.42	%	5,425			19.19	%	4,221			15.68	%
Professional fees	1,440			4.46	%	1,161			4.11	%	1,516			5.63	%
Telephone and postage	662			2.05	%	659			2.33	%	594			2.21	%
Stationery and supply costs	512			1.59	%	747			2.64	%	828			3.08	%
Director fees and retirement accrual	413			1.28	%	508			1.80	%	482			1.79	%
Advertising and promotion	923			2.86	%	1,136			4.02	%	752			2.79	%
Impairment recognized on investment security	—			—		1,489			5.27	%	—			—
FDIC assessments	1,582			4.90	%	313			1.11	%	75			0.28	%
Other real estate	6,641			20.58	%	92			0.33	%	30			0.11	%
Other	2,154			6.67	%	2,161			7.64	%	2,799			10.39	%
Total non-interest expense	$	32,272		100.00	%	$	28,276		100.00	%	$	26,927		100.00	%
As a percentage of average earning assets	6.14		%			5.34		%			5.22		%

	2008			% of Total		2007			% of Total		2006			% of Total
Non-interest income:
Service charges on deposit accounts	$	3,904		43.67	%	$	3,422		40.37	%	$	2,686		39.68	%
Gain on sale of loans	1,102			12.33	%	1,506			17.77	%	1578			23.31	%
Loan servicing income	556			6.22	%	395			4.66	%	457			6.75	%
Alternative investment fees	545			6.10	%	354			4.18	%	350			5.17	%
Merchant card processing fees	409			4.58	%	403			4.76	%	381			5.63	%
Earnings from cash surrender value of bank owned life insurance	564			6.31	%	383			4.52	%	330			4.88	%
Other	1,859			20.80	%	2,012			23.74	%	987			14.58	%
Total non-interest income	$	8,939		100.00	%	$	8,475		100.00	%	$	6,769		100.00	%
As a percentage of average earning assets	1.69		%			1.64		%			1.43		%
Non-interest expense:
Salaries and employee benefits	$	14,585		51.58	%	$	15,630		58.05	%	$	15,425		61.31	%
Occupancy and equipment	5,425			19.19	%	4,221			15.68	%	3,480			13.83	%
Professional fees	1,161			4.11	%	1,516			5.63	%	1,187			4.72	%
Telephone and postage	659			2.33	%	594			2.21	%	630			2.50	%
Stationery and supply costs	747			2.64	%	828			3.08	%	601			2.39	%
Director fees and retirement accrual	508			1.80	%	482			1.79	%	450			1.79	%
Advertising and promotion	1,136			4.02	%	752			2.79	%	660			2.62	%
Impairment recognized on investment security	1,489			5.27	%	—			0.00	%	—			0.00	%
Regulatory assessments	382			1.35	%	140			0.52	%	116			0.46	%
Other	2,184			7.72	%	2,764			10.26	%	2,611			10.38	%
Total non-interest expense	$	28,276		100.00	%	$	26,927		100.00	%	$	25,160		100.00	%
As a percentage of average earning assets	5.34		%			5.22		%			5.33		%

The Company’s total non-interest expense increased to $32,272,000 in 2009, as compared to $28,276,000 in 2008, and $26,927,000 in 2007. The increase is due to FDIC assessments totaling $1,582,000 in 2009 as compared to $313,000 and $75,000 in 2008, and 2007, respectively. In addition, other real estate write-downs and expenses totaled $6,641,000 in 2009 as compared to $92,000 and $30,000 in 2008 and 2007, respectively.

Salaries and employee benefits decreased $1,940,000 or 13.3% from 2008 to 2009. Included within salaries and benefits are actual salaries, bonuses, commissions, retirement benefits, payroll taxes, and stock option expense. This decrease was primarily the result of the elimination of bonuses and decreased commissions paid during 2009 and a decrease in the number of employees. The decrease in

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salaries and benefits in 2008 compared to 2007 was $1,045,000, or 6.7%. Full time equivalent employees were 227, 248 and 260 at December 31, 2009, 2008 and 2007, respectively. Benefit costs and employer taxes decreased commensurate with the salaries. In February 2009 additional reductions in staffing resulted in a decrease of 14 full time equivalent employees. The Company continued to reduce staffing through attrition. It is management’s opinion that the Company can operate efficiently and maintain quality customer service with the reductions in staff.

Occupancy and equipment expenses were $5,300,000, a decrease of $125,000 or 2.3% when compared to the 2008 total of $5,425,000. The increase in occupancy expenses in 2008 compared to 2007 was $1,204,000 or 28.5% primarily related to the new headquarters building as well as furniture, fixtures and equipment for the new Anderson and Redding branches which opened in the third quarter of 2007.

The majority of the increases in professional services costs of $279,000 from 2008 to 2009 were due to fees associated with management strategic initiatives and legal fees related to loan foreclosures. The decrease in 2008 of $355,000 compared to 2007 relates to the reduced amount of earnings credit for vendor services to a title and escrow company the Bank has had a long-term relationship with. Advertising and marketing expenses decreased $213,000 from $1,136,000 in 2008 to $923,000 in 2009. The increase by 51% in 2008 from 2007 was largely due to a mass mailing and promotional campaign provided by a third party vendor to obtain new checking accounts.

Expenses representing telephone and data communications, postage and mail, stationery and supplies, director fees, retirement accruals and other expenses totaled $3,741,000 for 2009 compared to $4,075,000 in 2008 and $4,703,000 in 2007. Management initiated these decreases in response to a direct effort to reduce expenses. Additionally, in the fourth quarter of 2008, the Company recognized an impairment charge of $1,489,000 on collateralized debt obligations that were backed by trust-preferred securities.

The Company issues stock options under one shareholder approved stock-based compensation plan, the Community Valley Bancorp 2000 Stock Option Plan. The Plan does not provide for the settlement of awards in cash and new shares are issued upon exercise of the options. The plan requires that the option price may not be less than the fair market value of the stock at the date the option is granted, and that the stock must be paid for in full at the time the option is exercised. The options expire on a date determined by the Board of Directors, but not later than ten years from the date of grant. The vesting period is determined by the Board of Directors and is generally over five years. Under the Company’s 2000 stock option plan, 311,751 shares of common stock remain reserved for issuance to employees and directors. There are 127,092 shares available for future grants.

Management estimates the fair value of each option award as of the date of the grant using a Black-Sholes-Merton option pricing model. Expected volatility is based on historical volatility of the Company’s stock over a preceding period commensurate with the expected term of the option. The “simplified” method described in SEC Staff Accounting Bulletin No. 107, as amended by SEC Staff Accounting Bulletin 110, was used to determine the expected term of the Company’s options for 2007. The risk free interest rate for the expected term of the option is based on U.S. Treasury yield curve in effect at the time of the grant. The expected dividends yield was determined based on the budgeted cash dividends of the Company at the time of the grant. In addition to these assumptions, management makes estimates regarding pre-vesting forfeitures that will impact total compensation expense recognized under the Plan. There were no options granted in 2009 or 2008.

At December 31, 2009, the total compensation cost related to non-vested stock option awards granted to employees under the Company’s stock option plan but not yet recognized was $39,000. Stock option compensation expense is recognized on a straight-line basis over the vesting period of the option. This cost is expected to be recognized over a weighted average remaining period of 2.0 years and will be adjusted for subsequent changes in estimated forfeitures. See Notes 1 and 11 to the audited Consolidated Financial Statements in Item 8.

Provision for Loan Losses

Credit risk is inherent in the business of making loans. The Company sets aside an allowance for loan losses through a provision charged to earnings. The charges are shown in the income statements as provisions for loan losses, and specifically identifiable and quantifiable losses are immediately charged off against the allowance.

The Company’s provisions for loan losses and undisbursed commitments in ~~2008,~~ ~~2007~~2009, 2008 and ~~2006~~2007 were $323,~~175~~008,000, $~~225~~3,~~000~~175,000 and $~~775~~225,000, respectively. The ~~amounts~~ amounts allocated to the provision for loan losses and the undisbursed commitments were $323,~~742~~057,000 and $(~~567~~49,000) respectively for ~~2008~~2009, $~~(16~~3,742,000) and $~~241~~(567,000) for ~~2007~~2008, and $~~638~~(16,000) and $~~137~~241,000 for ~~2006~~2007.

3738

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The loan loss provision is determined by conducting a monthly evaluation of the adequacy of the Company’s allowance for loan losses, and charging the shortfall, if any, to the current month’s expense. This has the effect of creating variability in the amount and frequency of charges to the Company’s earnings. The procedures for monitoring the adequacy of the allowance, as well as detailed information concerning the allowance itself, are included below under “Allowance for Loan Losses.”

Income Taxes

As indicated in Note 1314 in the Notes to the Consolidated Financial Statements in Item 8, the provision for income taxes is the sum of two components, the provision for current taxes and ~~the~~ deferred taxes. The provision for current taxes results from applying the current tax rate to taxable income (loss), and represents the actual current income tax liability (benefit). Some items of income and expense are recognized in different years for tax purposes than when applying accounting principles generally accepted in the United States of America, however, leading to differences between the Company’s actual tax liability and the amount accrued for this liability based on book income. These temporary timing differences comprise the deferred portion of the Company’s tax provision.

Most of the Company’s temporary differences involve recognizing more expenses in its financial statements than it has been allowed to deduct for tax purposes, and , therefore, the Company normally carries a net deferred tax asset on its books. At December 31, ~~2008~~2009, the Company’s $1015.32 million net deferred tax asset was primarily due to temporary differences in the reported allowance for loan losses, deferred compensation, other real estate and future benefit of state tax deduction offset by the temporary differences related to certain deferred tax liabilities.

The determination of the amount of deferred income tax assets which are more likely than not to be realized is primarily dependent on historical cumulative pre-tax loses and projections of future earnings which are subject to uncertainty and estimates that may change given economic conditions and other factors. The realization of deferred income tax assets is assessed and a valuation allowance is recorded if it is “more likely than not” that all or a portion of the deferred tax asset will not be realized. “More likely than not” is defined as greater than a 50% chance. All available evidence, both positive and negative is considered to determine whether, based on the weight of that evidence, a valuation allowance is needed. Due to deteriorating market conditions and the net loss experienced during 2009, the Company determined at December 31, 2009 that it was more likely than not that the Company would not generate sufficient taxable income in the foreseeable future to realize all of its deferred tax asets. Based on its determination, the Company provided a 100% valuation allowance against its net deferred tax assets.

For the year ended December 31, 2009, 2008 and 2007, the provision for income taxes was $6.1 million, $1.1 million and $4.4 million, respectively. The $6.1 million tax expense for the year ended December 31, 2009 is the net result of a tax benefit of $9.1 million related to the pre-tax loss of $21.4 million offset by a full valuation allowance of $15.2 million. The $6.1 million expense resulted in an effective tax rate of (28.5)%.

To the extent that the Company can generate taxable income in the future sufficient to offset the tax deductions represented by the net deferred tax asset, the valuation allowance that has been established may be partially or entirely reduced. If the valuation allowance is reduced or eliminated, future tax benefits will be recognized that will have a positive impact on the Company’s net income and stockholders’ equity.

Financial Condition

The following discussion of the financial condition of the Company is grouped into earning assets, comprised of loans and investments; non-earning assets, comprised of cash and due from banks, premises and equipment and other assets; liabilities, consisting of deposits and other borrowings; capital resources; and liquidity and market risk. Each section provides details where applicable on volume, rates of change, and significance relative to the overall activities of the Company.

A comparison between the summary year-end balance sheets for ~~2004~~ 2005 through ~~2008~~ 2009 was presented previously in the table of Selected Financial Data (see Item 6 above). As indicated in that table, the Company’s total assets and ~~deposits~~ deposits have grown each year ~~for~~until ~~the past four years~~2009, with asset growth, in terms of total dollars, most pronounced in 2006 when the Company grew by $55 million, or 11.2%. This was followed by growth in the Company’s total assets during 2005 of $45 million or 10%, ~~and~~ growth in the Company’s total assets during 2007 of approximately $30 million, or 5.6%. ~~The~~and the growth in total assets during 2008 ~~was~~of approximately $15 million, or 2.5%. In 2009, there was a decrease in total assets of approximately $56 million or 9.4%. The decrease in assets is part of Management’s strategic plan as it focuses its efforts on decreasing classified loans and reducing its concentrations in construction and commercial real estate loans.

The mix of our core deposit base changed ~~very~~during ~~little~~2009. ~~during~~On ~~2008~~an asaverage basis, NOW ~~and~~account ~~Money~~balances ~~Market~~increased ~~account~~by ~~balances~~5.4%, onMoney anMarket ~~average~~account ~~basis,~~balances ~~increased~~decreased by ~~1.3% and~~ 219.81%, ~~respectively while~~ savings balances ~~increased~~decreased by 13.18%, and certificates of deposit balances increased by 56.28%. The weighted average rates of our NOW and Money market account balances were .5431% and 1.5907% respectively. The weighted average rate of our certificates of deposit was 31.829% compared to 1.7791% for the ~~savings~~ savings products.

Deposit interest rates decreased throughout 2008 following the rate reductions by the Federal Reserve Board. On an average basis, interest bearing deposits increased $11.9 million while the average rates paid on all interest bearing deposits decreased by 82 basis points and on all interest bearing liabilities by 86 basis points. Throughout 2008 deposit growth was achieved in our Oroville, Central Chico, North Paradise, Marysville, Colusa, Corning, Redding and Anderson branches.39

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Deposit interest rates decreased throughout 2009 following the rate reductions by the Federal Reserve Board in 2008. On an average basis, interest bearing deposits increased $7.1 million while the average rates paid on all interest bearing deposits decreased by 87 basis points and on all interest bearing liabilities by 85 basis points.

Loan Portfolio

The Company offers a wide variety of loan types and terms to customers along with very competitive pricing and quick delivery of the credit decision. The Company’s loan portfolio represents the single largest portion of invested assets, substantially greater than the investment portfolio or any other asset category. At December 31, ~~2008~~2009, gross loans represented 8380.15% of total assets, as compared to 7783.1% and 8177.51% at December 31, ~~2007~~2008 and ~~2006~~2007, respectively. The Company’s total loans declined in ~~the~~2009 ~~fourth quarter of 2008~~ by $1761.46 million from the ~~September~~December 3031, 2008, balances as ~~several~~real estate commercial and construction ~~customers~~loans ~~paid~~are ~~their~~generally not being made as a result of the economic downturn and the risk associated with these loans. ~~off~~Further reductions have also been the result of foreclosures and reclassifications to other real estate (ORE). The quality and diversification of the Company’s loan portfolio are important considerations when reviewing the Company’s results of operations.

38The Selected Financial Data table in Item 6 reflects the net amount of loans outstanding at December 31st for each year between 2005 and 2009. The Loan Distribution table which follows sets forth the amount and composition of the Company’s total loans outstanding in each category at the dates indicated.

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The Selected Financial Data table in Item 6 reflects the net amount of loans outstanding at December 31st for each year between 2004 and 2008. The Loan Distribution table which follows sets forth the amount and composition of the Company’s total loans outstanding in each category at the dates indicated.

Loan Distribution

(dollars in thousands)

	December 31,
(dollars in thousands)	2008			2007			2006			2005			2004
	2009			2008			2007			2006			2005
Agriculture	$	2838,~~628~~444		$	2628,~~347~~628		$	2526,~~745~~347		$	2425,~~803~~745		$	2224,~~177~~803
Commercial	8380,~~786~~758			7883,~~521~~786			6578,~~241~~521			6165,~~162~~241			5861,~~662~~162
Real estate- commercial	~~252~~228,~~018~~678			~~207~~252,~~590~~018			~~208~~207,~~102~~590			~~173~~208,~~449~~102			~~146~~173,~~876~~449
Real estate- construction	6522,~~004~~990			8165,~~914~~004			~~105~~81,~~449~~914			~~111~~105,~~130~~449			90111,~~643~~130
Installment	6562,~~390~~324			5265,~~898~~390			4352,~~789~~898			3643,~~501~~789			2636,~~219~~501
	494,826			447,270			448,326			407,045			344,577
	433,194			494,826			447,270			448,326			407,045
Deferred loan fees, net	(~~478~~183		)	(~~688~~478		)	(~~801~~688		)	(~~1,108~~801		)	(1,~~022~~108		)
Allowance for loan losses	(712,~~826~~975		)	(57,~~232~~826		)	(5,~~274~~232		)	(45,~~716~~274		)	(4,~~381~~716		)
	$	~~486~~420,~~522~~036		$	~~441~~486,~~350~~522		$	~~442~~441,~~251~~350		$	~~401~~442,~~221~~251		$	~~339~~401,~~174~~221
Percentage of Total Loans
Agriculture	58.7987		%	5.8979		%	5.7489		%	65.0974		%	6.4409		%
Commercial	1618.9364		%	1716.5693		%	1417.5556		%	1514.0355		%	1715.0203		%
Real estate- commercial	5052.9379		%	4650.4193		%	46.4241		%	4246.6142		%	42.6361		%
Real estate- construction	135.1431		%	1813.3114		%	2318.5231		%	2723.3052		%	2627.3130		%
Installment	1314.2139		%	1113.8321		%	911.7783		%	89.9077		%	78.6197		%
	100.00		%	100.00		%	100.00		%	100.00		%	100.00		%

As reflected in the Loan Distribution table, the net loan balances have increased $85 million, or 21%, from 2005 to 2008 then decreased by $~~147~~62 million, or 4312%, in ~~over~~2009. The decline in loans for 2009 is commensurate with the ~~last~~downturn ~~four~~in ~~years~~the economy as property values continued to decline and the unemployment rate grew. In ~~The~~2009 ~~largest~~every loan category decreased except agriculture as the Company shifted ~~percentage~~its offocus ~~growth~~from ~~over~~the ~~that~~real ~~four~~estate ~~year~~market ~~period~~to ~~and~~agriculture ~~continuing~~loans. Until in2009, the largest percentage of growth from 2005 to 2008 was in installment loans which grew by $1229 million ~~in 2008 and 149% over the past four~~or ~~years~~79%. The largest dollar volume ~~increase~~ increase during that ~~four year~~ period was in commercial real estate which grew by $~~105~~78.16 million or 72 45%. Reflective of the current economy and the residential real estate markets, real estate construction loans decreased ~~in 2008 continuing the trend~~ beginning in 2006.

Loan growth in the Company’s immediate market has been oriented toward loans secured by real estate, commercial loans, including Small Business Administration and other government guaranteed loans, as well as installment loans. As a result, these areas have comprised the major portion of the Company’s loan growth over the past few years. During ~~2008~~2009 loans secured by real estate declined by $24 65 million, or 7 20.76%, and ~~commercial~~agriculture loans grew by $59.28 million, or 634.73%. ~~Installment~~Commercial and installment loans ~~increased~~decreased by $123 million, or 233.6%, and $3 million, or 4.7%, respectively. Loans secured by real estate and commercial loans comprised 6458.1% and 1618.96%, respectively, of the Bank’s total loan portfolio at December 31, ~~2008~~2009.

The Company’s commercial loans are centered in locally oriented commercial activities in the markets where the Company has a presence. Additionally, the Company has a Government Lending Division dedicated to its SBA product and its Business and Industry (B&I) Guaranteed Loan Program. The Company was recognized as the fourth largest USDA Business and Industry (B&I) Lender in the nation during 2008 based on the origination of nineteen loans totaling more than $38 million. The Company is also designated as an SBA Preferred Lender, which means it has the authority to underwrite and approve SBA loans locally. This recognition lends credence to the Company’s success in meeting the needs of smaller business owners in the communities in which the Company conducts its banking activities.40

The most significant shift in the loan portfolio mix over the past four years has been in loans secured by real estate construction, which decreased from 26.3% of total loans at the end of 2004 to 13.1% of total loans at the end of 2008. Real estate lending continues to be an important part of the Company’s focus, and even though this segment of loans has decreased since 2006 and is likely to continue to decrease in the future due to current economic conditions. Commercial loans remained consistent at 16.9% of total loan balances at the end of 2008 compared to 17.0% at the end of 2004, and agricultural loans decreased during the same period to 5.8% of the total loan balances from 6.4%. The decline in the percentage of agricultural loans to total loans over the last few years has been due to the growth in the other lending areas outpacing the growth in the agricultural lending. Agricultural borrowing relationships have remained consistent year after year and we have not substantially expanded this part of our business. Installment loans have increased from 7.6% of the portfolio in 2004 to 13% of total loans at the end of 2008.

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~~Another~~The ~~important~~Company’s ~~aspect~~commercial loans ofare ~~the~~centered ~~Company’s~~in ~~loan~~locally ~~business~~oriented iscommercial ~~related~~activities ~~to residential~~in ~~real~~the ~~estate~~markets ~~loans~~where the ~~which~~Company ~~were~~has ~~generated~~a ~~internally~~presence. byAdditionally, the ~~real estate~~Company ~~mortgage~~has ~~loan~~a ~~department~~Government ~~and~~Lending Division ~~then~~dedicated ~~sold~~to the inU.S. ~~the~~Small ~~secondary~~Business ~~market~~Administration to(SBA) ~~government~~and the ~~sponsored~~USDA Business ~~enterprises~~and orIndustry ~~other~~(B&I) ~~long-term~~Guaranteed ~~lenders~~Loan Programs. The Company has consistently been recognized among the most ~~largest~~active ~~real~~USDA ~~estate~~Business ~~mortgage~~and ~~lenders~~Industry (B&I) lenders in ~~Butte~~the ~~County~~nation. The ~~for~~Company ~~the~~is ~~past~~also ~~several~~designated ~~years.~~as ~~Reflective~~an ofSBA ~~the~~Preferred ~~current real estate market~~Lender, which ~~during~~means ~~2008,~~it has the ~~Company~~authority ~~originated~~to underwrite and ~~sold~~approve ~~aggregate~~SBA ~~balances~~loans oflocally. ~~approximately~~This ~~$12~~recognition ~~million~~lends ofcredence ~~such~~to ~~loans,~~the aCompany’s ~~$27~~success ~~million~~in ~~decrease~~meeting ~~from~~ the ~~$39~~needs ~~million~~of ~~originated~~smaller ~~and~~business ~~sold~~owners in ~~2007~~the communities in which the Company conducts its banking activities.

InThe most significant shift in the ~~normal~~loan ~~course~~portfolio ofmix ~~business,~~over the ~~Company~~past ~~makes~~four ~~commitments~~years tohas ~~extend~~been ~~credit~~in asloans ~~long~~secured asby ~~there~~real ~~are~~estate noconstruction, ~~violations~~which ofdecreased ~~any~~from ~~condition established~~27.3% inof ~~the~~total ~~contractual~~loans ~~arrangement.~~at ~~Total~~the ~~outstanding~~end ~~commitments~~of 2005 to ~~extend~~5.3% ~~credit were~~of ~~$148~~total ~~million~~loans at ~~December 31,~~the ~~2008~~end asof ~~compared~~2009. Real estate lending continues to ~~$184~~be ~~million~~an atimportant ~~December 31, 2007.~~part ~~These~~of ~~commitments~~the ~~represented~~Company’s portfolio ~~30%~~even ~~and~~though ~~41%~~this segment of ~~outstanding~~loans ~~gross~~has ~~loans~~decreased atsince ~~December 31, 2008~~2006 and ~~December 31,~~is likely ~~2007,~~to ~~respectively.~~continue ~~The~~to ~~Company’s~~decrease ~~stand-by~~in ~~letters~~the future due to current economic conditions. Commercial loans have increased slightly at 18.6% of ~~credit~~total loan balances at ~~December 31,~~the ~~2008~~end ~~were~~of ~~$6.5~~2009 ~~million~~compared ~~and~~to $615.73% ~~million~~ at ~~December 31~~the end of 2005, and ~~2007,~~agricultural ~~respectively,~~loans ~~which~~also ~~represented~~increased ~~approximately~~during 4the same period to 8.49% ~~and~~of 3the total loan balances from 6.51%. The increase in the percentage of agricultural loans to total loans over the last year has been due to the conscious effort to grow ~~commitments~~other ~~outstanding~~lending atareas as the ~~end~~real ofestate ~~2008~~market slowed. Agricultural borrowing relationships have remained consistent year after year and ~~2007.~~we Ithave isexpanded this ~~not~~part ~~anticipated~~of ~~that~~our business. Installment ~~all~~loans have increased from 9% of ~~these~~the ~~commitments~~portfolio orin ~~stand-by~~2005 ~~letters~~to 14.4% of ~~credit~~total ~~will~~loans at ~~fund~~the end of 2009.

~~Approximately~~Another important ~~one~~aspect ~~half~~ of the Company’s loan business is related to residential real estate loans ~~held~~which are generated internally by the ~~Company~~real ~~have~~estate ~~floating~~mortgage loan ~~rates~~department ofand ~~interest~~then ~~tied~~sold toin the ~~Company’s~~secondary ~~base~~market ~~lending~~to ~~rate~~government sponsored enterprises or toother ~~another~~long-term ~~market rate~~lenders. ~~indicator~~The soCompany ~~that~~has ~~they~~consistently ~~may~~been beamong the ~~re-priced~~largest asreal ~~interest~~estate ~~rates~~mortgage ~~change. In~~lenders ~~periods~~in ofButte ~~falling~~County ~~interest~~for ~~rates,~~the past several ~~especially~~years. ~~when~~As ~~rates~~a onresult ~~floating~~of ~~rate~~the ~~loans~~low ~~decline~~mortgage rates in 2009, the Company ~~has~~originated ~~established~~and ~~interest~~sold ~~rate~~aggregate ~~floors~~balances ~~under some~~ of ~~its~~approximately ~~loans~~$66.5 somillion. ~~that~~While noa ~~matter~~majority ~~how~~of ~~far~~such ~~loan~~loans ~~rates~~were ~~fall~~refinances, itthis isrepresents ~~guaranteed~~ a ~~minimum~~$33.5 ~~rate~~million ofincrease ~~return~~from the $31 million originated and sold in 2008.

~~The~~In the ~~same~~normal ~~interest~~course ~~rate~~of ~~and~~business, ~~liquidity~~the ~~risks~~Company ~~that~~makes ~~apply~~commitments to ~~securities~~extend ~~are~~credit ~~also~~as ~~applicable~~long toas ~~lending~~there ~~activity.~~are ~~Fixed-rate~~no ~~loans~~violations ~~are~~of ~~subject~~any tocondition ~~market risk: they~~established ~~decline~~ in ~~value as interest~~the ~~rates~~contractual ~~rise~~arrangement. ~~The~~Total ~~Company’s~~outstanding ~~loans~~commitments ~~that~~to ~~have~~extend ~~fixed~~credit ~~rates~~were $111 ~~generally~~million ~~have~~at ~~relatively short~~December 31, ~~maturities~~2009 oras ~~amortize~~compared ~~monthly,~~to ~~which~~$148 ~~effectively~~million ~~lessens~~at ~~the market~~December 31, ~~risk~~2008. ~~The~~These ~~table~~commitments inrepresented ~~Note~~26% 16and to30% ~~the~~of ~~consolidated~~outstanding ~~financial~~gross ~~statements~~loans Inat ~~Item 8~~December 31, ~~shows~~2009 ~~that~~and at December 31, 2008, ~~the~~respectively. ~~difference~~The inCompany’s ~~the~~standby ~~carrying~~letters ~~amount~~ of ~~loans,~~credit ~~i.e.~~at December 31, ~~their~~2009 ~~face~~were ~~value,~~$4.4 ismillion ~~about~~and $ 16.15 million orat ~~.22~~December 31, 2008, respectively, which represented approximately 3.8% ~~less~~and ~~than~~4.4% ~~their~~of total ~~fair~~commitments ~~value.~~outstanding Atat the end of ~~2007,~~2009 ~~the~~and ~~carrying~~2008. ~~amount~~It ofis ~~loans~~not ~~was~~anticipated ~~about~~that all ~~$3.3~~of ~~million~~ these commitments or ~~.75%~~standby ~~more~~letters ~~than~~of ~~the~~credit ~~fair~~will ~~value~~fund.

Approximately one half of the loans held by the Company have floating rates of interest tied to the Company’s base lending rate or to another market rate indicator so that they may be re-priced as interest rates change. In periods of falling interest rates, especially when rates on floating rate loans decline, the Company has established interest rate floors under some of its loans so that no matter how far loan rates fall, it is guaranteed a minimum rate of return.

The same interest rate and liquidity risks that apply to securities are also applicable to lending activity. Fixed-rate loans are subject to market risk: they decline in value as interest rates rise. The Company’s loans that have fixed rates generally have relatively short maturities or amortize monthly, which effectively lessens the market risk. The table in Note 16 to the consolidated financial statements in Item 8 shows that at December 31, 2009, the carrying amount of loans, i.e., their face value, is about $6.7 million or 1.6 % less than their fair value. At the end of 2008, the carrying amount of loans was about $1.1 million or .22% less than their fair value.

Because the Company is not involved with chemicals or toxins that might have an adverse effect on the environment, its primary exposure to environmental legislation is through its lending activities. The Company’s lending procedures include steps to identify and monitor this exposure to avoid any significant loss or liability related to environmental regulations.

~~Loan Maturities~~41

The following Loan Maturity table shows the amounts of total loans outstanding as of December 31, 2008, which, based on remaining scheduled repayments of principal, are due within one year, after one year but less than five years, and in more than five years. (Non-accrual loans are intermixed within each category.)

(dollars in thousands)	One year or less		One to five years		Over five years		Total		Floating rate: due after one year		Fixed rate: due after one year
Agricultural	$	15,773	$	11,708	$	1,147	$	28,628	$	—	$	12,855
Commercial	24,805		13,199		45,782		83,786		12,404		46,577
Real estate - commercial	144,402		87,132		20,484		252,018		3,633		103,983
Real estate - construction	60,270		4,734		—		65,004		—		4,734
Installment	8,599		36,650		20,141		65,390		—		56,791
Total	$	253,849	$	153,423	$	87,554	$	494,826	$	16,037	$	224,940

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Loan Maturities

The following Loan Maturity table shows the amounts of total loans outstanding as of December 31, 2009, which, based on remaining scheduled repayments of principal, are due within one year, after one year but less than five years, and in more than five years. (Non-accrual loans are intermixed within each category.)

(dollars in thousands)

	One year or less		One to five years		Over five years		Total		Floating rate: due after one year		Fixed rate: due after one year
Agricultural	$	24,426	$	12,538	$	1,480	$	38,444	$	—	$	14,018
Commercial	19,306		12,751		48,701		80,758		16,815		44,637
Real estate - commercial	109,674		100,382		18,622		228,678		4,104		114,900
Real estate - construction	22,675		315		—		22,990		—		315
Installment	12,108		21,816		28,400		62,324		—		50,216

Total	$	188,189	$	147,802	$	97,203	$	433,194	$	20,919	$	224,086

This schedule, which aggregates contractual principal repayments by time period, can be used in combination with the Investment Maturities table in the Investment Securities section and the Deposit Maturities table in the Deposits section to identify time periods with potential liquidity exposure. The referenced maturity schedules do not convey a complete picture of the Company’s re-pricing exposure or interest rate risk, however. For details on the re-pricing characteristics of the Company’s balance sheet and a more comprehensive discussion of the Company’s sensitivity to changes in interest rates, see the “Liquidity and Market Risk” section.

Non-performing Assets

Banks have generally suffered their most severe earnings declines as a result of customers’ inability to generate sufficient cash flow to service their debts, or as a result of the downturns in national and regional economies which have brought about declines in overall property values. In addition, certain investments which the Company may purchase have the potential of becoming less valuable as the conditions change in the obligor’s financial capacity to repay, based on regional economies or industry downturns. As a result of these types of failures, an institution may suffer asset quality risk, and may lose the ability to obtain full repayment of an obligation to the Company. Since loans are the most significant assets of the Company and generate the largest portion of revenues, the Company’s management of asset quality risk is focused primarily on loan quality.

The Company achieves a certain level of loan quality by establishing a sound credit plan, which includes defining goals and objectives and devising and documenting credit policies and procedures. These policies and procedures identify certain markets, set goals for portfolio growth or contraction, and establish limits on industry and geographic concentrations. In addition, these policies establish the Company’s underwriting standards and the methods of monitoring ongoing credit quality. Unfortunately, however, the Company’s asset-quality risk may be affected by external factors such as the level of interest rates, employment, general economic conditions, real estate values and trends in particular industries or certain geographic markets. The Company’s internal factors for controlling risk are centered in underwriting practices, credit granting procedures, training, risk management techniques, and familiarity with our loan customers as well as the relative diversity and geographic concentration of our loan portfolio.

From time to time, Management has reason to believe that certain borrowers may not be able to repay their loans within the parameters of the present repayment term, even though, in some cases, the loans are current at the time. These loans are regarded as potential problem loans, and a portion of the allowance is assigned and/or allocated, as discussed below, to cover the Company’s exposure to loss ~~would~~should the borrowers indeed fail to perform according to the terms of the notes. This class of loans is in addition to the loans in a nonaccrual status or 90 days or more delinquent but still accruing, which are shown in the table below.

As a multi-community, independent bank headquartered in and serving Butte County (with a smaller presence in each of Colusa, Sutter, Sacramento, Shasta, Tehama, and Yuba counties); the Company has mitigated its risk to any one segment of these Northern Sacramento Valley markets. The Company’s asset quality has been a strength for many years; but due to the current economic downturn, the level of non performing loans and assets, and loan delinquency ratios have increased significantly. The Company is diligently working with borrowers that are having difficulty meeting their contractual obligations.

Non-performing assets are comprised of loans on non-accrual status, loans 90 days or more past due and still accruing interest, loans restructured where the terms of repayment have been renegotiated resulting in a deferral of interest or principal and other real estate (“ORE”). Loans are generally placed on non-accrual status when they become 90 days past due as to principal or interest. Loans may be restructured by management when a borrower has experienced some change in financial status causing an inability to meet the original repayment terms and where the Company believes the borrower will eventually overcome those circumstances and repay the loan in full. ORE consists of properties acquired by foreclosure or similar means that management intends to offer for sale.

The Bank considers a loan or lease impaired if, based on current information and events, it is probable that the ~~company~~Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. The measurement of impaired loans and leases is generally based on the present value of expected future cash flows discounted at the historical effective interest rate, except that all collateral-dependent loans and leases are measured for impairment based on the fair value of the collateral less selling costs.

4142

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Management’s classification of a loan as non-accrual is an indication that there is reasonable doubt as to the full collectibility of principal or interest on the loan; at that point, the Company stops recognizing income from the interest on the loan and reverses any uncollected interest that had been accrued but unpaid. These loans may or may not be collateralized, but collection efforts are continuously pursued.

A loan may be restructured when Management determines that a borrower’s financial condition has deteriorated, but still has the ability to repay the loan. A loan is considered to be troubled debt restructured (TDR) when the original terms have been modified in favor of the borrower such that either principal or interest has been forgiven, contractual payments are deferred, or the interest rate is reduced. Once a loan has been restructured for a customer, the Bank generally considers the loan to be non-accrual for a minimum of six months. Once the borrower has made their payments as contractually required for six months, the loan is reviewed and interest may again be accrued. The economic downturn has also contributed to the increase in TDRs. In 2009, Management worked with its customers to modify their loan or loan terms so that they could be current with their loan payments.

The following table provides information with respect to components of the Company’s non-performing assets at the date indicated. The Company has not had any loans 90 days past due and still accruing interest in any periods presented.

Non-performing Assets

(dollars in thousands)

	As of December 31,
	2008			2007			2006			2005			2004
	2009			2008			2007			2006			2005
Nonaccrual Loans:
Agricultural	$	—		$	—		$	—		$	—		$	17—
Commercial and Industrial	$2,218	~~395~~		$395	—		$—	~~1,502~~		$1,502	—		$—	—
Real Estate
Secured by Commercial/Professional Office	$13,128	~~2,721~~		$2,721	—		$—	—		$—	—		$—	—
Properties Including Construction and Development	$31,412	~~9,061~~		$9,061	~~233~~		$233	—		$—	—		$—	—
Secured by Residential Properties	$4,238	~~2,708~~		$2,708	20		$20	~~780~~		$780	—		$—	84
Secured by Farmland	$—	—		$—	—		$—	—		$—	—		$—	—
Consumer Loans	$79	—		$—	—		$—	—		$—	9		$9	—
SUBTOTAL	$51,075	~~14,885~~		$14,885	~~253~~		$253	~~2,282~~		$2,282	9		$9	~~101~~
Other Real Estate (ORE)	$13,493	~~2,068~~		$2,068	—		$—	—		$—	—		$—	—
Total non-performing Assets	$	1664,~~953~~568		$	~~253~~16,953		$	~~2,282~~253		$	92,282		$	~~101~~9
Restructured Loans	$	11,407		$	—		$	—		$	—		$	—
Restructured Loans (1)	$	22,593		$	15,878		$	—		$	—		$	—
Non-performing loans as % of total gross loans	311.0176		%	03.0601		%	0.5106		%	0.0051		%	0.0300		%
Non-performing assets as a % of total gross loans and other real estate	314.4142		%	03.0641		%	0.5106		%	0.0051		%	0.0300		%

(1) $15,870 and $4,471 of the restructured loans are on nonaccrual and are included in the nonaccrual loans above for the year ended 2009 and 2008, respectively.

Impaired, Nonaccrual, Past Due and Restructured Loans and Leased and Other Nonperforming Assets:

~~Total non~~Non-performing ~~assets were $16,953,000 at the end of 2008, which~~loans ~~consisted~~(defined ofas ~~thirty~~non-~~two~~accrual loans ~~for~~and aloans ~~total~~90 ofdays ~~$14,885,000~~or ~~classified~~more aspast ~~impaired and~~due ~~on as non-accrual~~ and ~~ten~~still accruing ~~properties~~interest) ~~for~~totaled ~~a total of~~ $251,~~068~~075,000 ~~classified as~~at ~~Other~~December 31, ~~Real~~2009, ~~Estate. Twenty~~an ~~of the~~increase ~~loans in non-accrual status were secured by 1-4 family residential construction or land development for a total~~ of $936,~~061~~190,000. ~~Six~~from of$14,885,000 ~~the~~at ~~non-accrual~~December 31, ~~loans were~~2008, ~~secured~~primarily byas ~~first~~a result ~~deeds~~ of ~~trust~~increasing onproblem ~~1-4~~loans ~~family~~in ~~residential~~the ~~properties~~Company’s ~~for~~real aestate/development ~~total~~portfolio. ofSpecific ~~$2,708,000. Two~~reserves ofon the non-~~accrual~~performing loans ~~were secured by owner occupied non residential properties for a total~~ of $24,~~721~~045,000~~. Four~~ ~~of the~~have ~~non-accrual~~been ~~loans~~recorded ~~were~~at ~~classified~~December 31, ~~commercial~~2009. Nonperforming ~~and~~loans ~~industrial~~as ~~for~~ a ~~total~~percentage of ~~$395,000. Other~~ ~~than~~total ~~the~~ loans ~~included as~~were ~~non-performing~~11.8% ~~assets~~ at December 31, ~~2007, the company has not~~ ~~identified~~2009 ~~any~~compared ~~potential~~to ~~problem~~3.1% ~~loans that would result in any loan being included as a non-performing assets~~ at aDecember 31, ~~future date~~2008.

Non-performing ~~loans~~ assets, (~~defined~~non-performing ~~as nonaccrual~~ loans and ~~loans 90 days or more past due and still accruing interest~~ORE) totaled $1464,~~885~~568,000 at December 31, ~~2008,~~ 2009, an increase of $1447,~~632~~615,000 from ~~the~~$16,953,000 ~~total~~ at December 31, ~~2007~~2008. ~~Nonperforming~~Non-performing ~~loans~~assets as a percentage of ~~total~~ ~~loans~~total assets were ~~3.1~~12% at December 31, ~~2008~~2009 compared to 02.069% at December 31, ~~2007~~2008.

~~Nonperforming~~Total ~~assets,~~non-performing loans ~~(Nonperforming~~consist of seventy-seven loans ~~and~~for ~~ORE)~~a total of $1651,~~953~~075,000 that are on atnon-accrual ~~December 31,~~and ~~2008,~~forty-five anproperties ~~increase~~for a total of $1613,~~700~~493,000 ~~from~~classified ~~December 31,~~as ~~2007~~other real estate (ORE). ~~Nonperforming~~Other ~~assets~~than ~~as a~~the ~~percentage~~loans ofincluded ~~total~~as non-performing assets ~~were 2.85%~~ at December 31, ~~2008~~2009, ~~compared~~the toCompany ~~0.00%~~has not identified any potential problem loans that would result in any loan being included as a non-performing asset at ~~December 31,~~the ~~2007~~current date.

Restructured loans were $11,407,000 at December 31, 2008 compared to having no restructured loans at December 31, 2007. Restructured loans consist of one single family residence for $205,000. There were five land/development loans for a total of $8,117,000. One of these loans is considered impaired in the amount of $589,000 and is included as part of the non-performing loans. Two of these loans are construction loans for the construction of individual homes and total $2,548,000. The last two loans are commercial real estate loans totaling $536,000. Both of these loans represent the unguaranteed portion of USDA loans and have guarantees under this program. One of these loans is included as part of the non-performing loans and is on non-accrual. This loan totals $399,000 and has a specific reserve of $111,000. Except for the loans mentioned above, the remaining restructured loans are performing as agreed and were all current at December 31, 2008.

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The most significant increase in both non-performing loans and assets occurred in the fourth quarter of 2008. The level of non-performing loans increased $6,694,000 to $14,885,000 at December 31, 2008 from $8,191,000 at September 30, 2008 primarily as a result of increasing problem loans mainly in the Company’s real estate/development portfolio. Specific reserves on the non-performing loans of $1,156,000 have been recorded at December 31, 2008. Non-performing assets increased $7,468,000 to $17,119,000 at December 31, 2008 from $9,651,000 at September 30, 2008. Set forth below is a discussion of our significant non-performing assets:

The largest of the nonperforming loans consist of two development loans to the same borrower for a total of $3,032,000 which was included in our classified loans and risk rated substandard at December 31, 2008 based on slow sales and a weakening real estate market. The project has only shown two lot sales in the past 12 months, both of which were in January 2008. The project consists of 46 finished lots and 61 paper lots. To identify the Company’s potential loss exposure and properly value the collateral support provided by the property with the continuing decline in real estate values in California, a new appraisal was ordered in September 2008 and received on October 8, 2008. The appraisal demonstrated the continuing declined in the value of the underlying project. In November 2008 the borrower notified the Company that he intended to relinquish the properties and foreclosure was started November 3, 2008. The loans were placed on non-accrual on November 3, 2008 and all previously accrued but unpaid interest was reversed. As of December 31, 2008 the loan for the 46 finished lots totaled $2,270,000 and the Company allocated a specific reserve of $235,000 on this loan based on an impaired analysis performed on December 31, 2008. The October appraised value for the 61 paper lots was $945,000 compared to the December 31, 2008 balance of $762,000, resulting in loan to value (LTV) of 81%. As this provides the Company with an adequate margin, no specific reserves were allocated to this loan.

Another nonperforming loan was originally made for the construction of a car wash and lube operation in Woodland, California for $2,006,000. This loan was included in our classified loans and risk rated substandard at December 31, 2008 due to lack of sales. This loan is a government guaranteed loan under the USDA program with an 80% guarantee and a maximum exposure to the Company of $401,000. During the fall of 2008, the borrower was late on two payments and informed the Company that he was having cash flow problems. The Company met with the borrower and in October 2008 the borrower notified the Company that he would not be making any more payments. The loan was placed on non-accrual and the Company started foreclosure on November 3, 2008. To identify the Company’s potential loss exposure and properly value the collateral support provided by the property a new appraisal was ordered in October 2008 and received on November 27, 2008. This new appraisal reflects the downturn in real estate values as it was significantly lower than the original appraisal. The company submitted a liquidation plan to the USDA which was approved and the property was placed in other real estate (ORE) on March 4, 2009. On March 13, 2009 the bank received funds from the UDSA paying this loan down to the unguaranteed loan amount of $401,000. The Company allocated a specific reserve of $111,000 for this loan on December 31, 2008 after performing an impaired analysis. The Company had no additional write-downs when this loan was transferred to ORE on March 4, 2009.

Another development loan (for $1,643,000 - at December 31, 2008) was included in our classified listing and risk rated substandard. This loan represents a 37% participated interest in a loan from another bank. The project consists of 46 lots of an original 49 lot subdivision located in Nevada County, California. On December 2, 2008 the participating bank met with the borrower and was informed by the borrower that he would no longer be able to make the loan payments. This decision was due to the slower sales and continued weak real estate market. On December 8, 2008 the Company placed this loan on non-accrual. To identify the Company’s potential loss exposure and properly value the collateral support provided by the property a new appraisal was ordered and received on December 10, 2008. This new appraisal reflects the downturn in the real estate values and demonstrated the continuing decline in the value of the underlying project. The new appraisal for the entire project supported a value of $4,400,000 of which our 37% interests represents approximately $1,628,000 resulting in a LTV of approximately 100%. As of December 31, 2008 the Company had established a specific reserve of $33,000 for this loan. On February 17, 2009 the Company recorded a Deed in Lieu of Foreclosure. After the foreclosure was completed the Bank charged-off an additional $167,000 against the allowance for loan losses in February 2009 upon transfer to ORE.

Another development loan for the construction an eight unit condominium project in the Yuba City area for $1,646,000 was included in our classified loans and risk rated Substandard at December 31, 2008 based on the lack of cash flow and weakening real estate market. Construction of the project is complete and as of December 31, 2008 five units have been leased. In June of 2008, the Company received an updated appraisal on the units and found the estimated fair value of the collateral to be below the carrying amount of the loan balance. The Company met with the borrower and requested additional collateral which the borrower was unable to provide. All payments were paid as agreed until October 2008. In November of 2008, the borrower notified the Company that they would no longer be able to make the payments. The loan was placed on non-accrual December 30 2008. Due to the continued decline in the real estate market, the Company ordered another appraisal to understand the potential loss exposure and properly value the collateral. A new appraisal was received in December 2008 with an appraised value for the 8 units of $1,050,000. At December 31, 2008 this loan is being reviewed by our attorney for possible legal action against the borrower. At December 31, 2008 the Company had established a specific reserve of $660,000 for this loan. On March 18, 2009 a charge-off of $500,000 against the allowance for loan losses was recorded.

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~~The~~Set ~~last~~forth ~~significant~~below ~~non performing loan~~ is a ~~residential development~~ ~~located~~table inof ~~Redding area for $874,000 which was included in~~ our ~~classified~~significant loans and risk rated Substandard at December 31, 2008 based on slower sales and weakening real estate market. The loan had eight homes sales close in 2007 but no sales of the remaining 3 homes or 2 lots in 2008. The Company met with the borrower in August of 2008 and discussed the status of the project and received additional collateral. In return the Company deferred the interest payments on the loan for 6 months. The loan was placed on non-~~accrual~~performing onloans ~~August 26, 2008. To understand the potential loss exposure and properly value the collateral~~ with ~~the~~ ~~continuing~~net ~~decline~~exposures ~~in the real estate values in California, a new appraisal was ordered on the project in August 2008 and received in September~~ of ~~2008. The~~ ~~appraisal demonstrated the continuing decline of the values underlying the project. The September appraisal of the 3 homes and 2 lots was~~ $1,~~025~~500,000~~. No sales have~~ ~~occurred~~or ~~since~~more at December ~~2007. Due to the deferral on interest and higher loan to value~~31, ~~the Company considers this loan impaired but as this provides the Company with an adequate margin, no specific reserves were allocated to this loan.~~2009:

~~The~~Significant ~~remainder of the non~~Non-~~performing~~Performing assets includes 13 SFR lots that currently total $1,246,866 and are in ORE. The amounts placed in ORE are supported by current appraisals received by the Company all within the past 7 months. In addition, there are three single family homes that are included in ORE at December 31, 2008 with a combined balance of $416,624 and supported by current appraisals totaling $635,000. When loans are placed into ORE, the Company determines the fair market value less the estimated selling costs. The shortfalls are charged to the allowance for loan losses at the time of transfer. Properties placed in ORE are reviewed continuously and the Company will reappraise the property if it is deemed necessary. At a minimum, properties are appraised at least annually. If values have dropped, the Company will establish a valuation allowance for the ORE through a separate provision for losses on ORE.Loans:

The remainder of the non-performing loans consists primarily of twelve impaired single family homes that total $1,651,000 of which four homes are currently under construction, eleven impaired lot loans that total $1,910,000 and one commercial real estate loan for $656,000. The commercial real estate loan was taken into ORE (in February 2009 with no additional charge to the allowance for loan losses. These loans are located throughout Northern California from Sacramento to Redding and the current appraised values provide the Company with an adequate margin and no specific reserves were allocated to the loans.thousands)

		Loan Balance								Specific Reserve
		As of December 31,				Apprasial	Nonaccrual	Appraised		As of December 31,
Loan	Type	2008		2009		Date	Date	Value		2008		2009		Chargeoffs		Current Collateral
1	Commerical RE	$	4,478	$	4,326	Apr-09	Jan-09	$	4,129	$	—	$	43	$	152	28 Cottages
2	Development	4,167		3,839		Aug-09	Dec-09	2,592		—		1,400		—		21 finished lots & 29 paper lots
3	Development	2,072		1,977		Jan-10	Dec-09	2,070		—		—		500		14.88 acres of land
4 & 5	Development	8,331		6,601		Sep-09	Jun-09	7,614		150		—		882		148 finished lots, a 24.95 acre parcel and a 5 acre parcel
6	Development	2,281		2,239		Nov-09	Dec-09	2,592		—		—		—		18 hole golf course
7 & 8	Commerical RE	1,912		1,902		Sep-09	Dec-09	5,900		—		—		—		Hotel/inn
9	Development	1,960		1,614		Jan-10	Dec-09	1,700		—		—		346		4290 sq.ft home on 20 acres
10	Development	3,400		2,471		Oct-09	Dec-09	2,605		68		—		929		250 acres of land
11	Commerical RE	1,629		1,598		Mar-10	Dec-09	2,980		—		—		—		67,600 sq.ft. industrial office/warehouse building
12 & 13	Development	3,642		2,250		Dec-09	Dec-09	4,550		297		151		1,398		31 finished lots & 2 completed homes
14	Development	—		2,451		Sep-09	Dec-09	1,915		—		637		—		12 lot subdivision
		$	33,872	$	31,268					$	515	$	1,594	$	4,207

Loan 1 is a government guaranteed loan under the United States Department of Agriculture (USDA) Business and Industry program with an 80% guarantee and maximum exposure to the Company of $743,000. In October of 2008, the Bank received notice that our borrower had filed bankruptcy under Chapter 11. It was at this time that the Bank stopped receiving payments. The Company is prevented from pursuing any additional legal action due to the pending bankruptcy.

The remainder of the non-performing loans consists primarily of twelve impaired single family home loans that total $3,623,000, twenty- seven impaired lot loans that total $8,933,000, seven commercial real estate loans that total $5,128,000, eight commercial/industrial loans that total $1,184,000, seven single family home loans secured with 2nd deeds of trust for $860,000, and two consumer loans that total $79,000. These loans are to borrowers who are located throughout Northern California from the Sacramento area to Redding. The current appraised values provided the Company with adequate margins in some cases; however, the Bank has allocated a specific reserve that totals an additional $4,045,000 on these loans.

Other Real Estate

The largest of our ORE at December 31, 2009 is a commercial real estate loan for the construction of 50,396 sq. feet of industrial condos in Shingle Springs, California for $2,704,000. The property was transferred to ORE on December 24, 2009. To identify the Company’s potential loss exposure and properly value the collateral support provided by the property, an updated appraisal was received on December 1, 2009. The appraisal demonstrated the continuing decline in the value of the underlying project. The company charged off an additional $338,000 against the allowance for loan losses at the date of transfer and upon the receipt of the new appraisal. The December appraisal put the value at $3,005,000. The property is currently in escrow for $2,775,000.

A single family residential loan for the construction of a home located at Shaver Lake, Ca. with a fair market value of $824,000 was included in ORE assets at December 31, 2009. The property transferred to ORE on August 17, 2009. To identify the Company’s potential loss exposure and properly value the collateral support provided by the residence, an appraisal was received on October 6, 2009. This appraisal estimated the value at $1,100,000. With the decline in the appraised value, the Company charged-off $270,000 against ORE. With an accepted offer of $880,000 in December 2009, the Company charged-off an additional $166,500 as of December 31, 2009.

Another development property with a fair market value of $809,000 at December 31, 2009 is included in our ORE assets. This loan represents a 32% participation interest in a loan originated by another bank. The project consists of 46 lots of an original 49 lot subdivision located in Nevada County, California. The borrower made the decision to “Deed in Lieu” the property back to the lead bank due to slow sales and the continued weak real estate market. To identify the Company’s potential loss exposure and properly value the collateral support provided by the property, an appraisal was ordered and received on December 15, 2009. This appraisal

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reflected the downturn in real estate values and demonstrated the continuing decline in the value of the underlying project; consequently, the Company charged off an additional $666,277 in December 2009. The appraisal for the entire project supported a value of $2,810,000 of which our 32% interest represents approximately $899,200.

A development loan with a fair market value of $950,000 at December 31, 2009 was included in ORE assets at December 31, 2009. The property was transferred to ORE on March 2009. The project consists of 46 finished lots. To identify the Company’s potential loss exposure and properly value the collateral support provided by the property, an appraisal was ordered and subsequently received on August 18, 2009 with a value of $1,380.000. The appraisal demonstrated the continuing decline in the value of the underlying project. The Company charged-off $972,000 upon receipt of the new appraisal. With an accepted offer of $950,000, in December 2009, the Company charged-off $292,000. The property subsequently sold in January 2010.

The last significant ORE at December 31, 2009 is a development loan to purchase 7.5 acres of property along the Sacramento River located in Anderson, California for $1,237,000. The original plans were to develop a fishing lodge and restaurant. The collateral for the loan consists of 7.5 acres plus six 20 acre parcels located in Red Bluff, California. This loan was transferred to ORE in October 2009. Due to the continued decline in real estate market, the Company ordered an updated appraisal to understand the potential loss exposure and properly value the collateral. This appraisal valued the property at $1,380,000. In December, the Company charged-off an additional $3,335 against ORE. No additional write-downs were recorded at December 2009.

The remainder of the non-performing assets includes twenty-five SFR lots that have a current value of $3,435,000 and are in ORE. There are also ten single family homes that are included in ORE at a combined balance of $1,935,000. The amounts included in ORE are supported by current appraisals received by the Company, all within the past 12 months. In addition, there are five commercial real estate properties that are included in ORE at December 31, 2009 at a combined balance of $1,599,000 supported by current appraisals. When loans are placed into ORE, the Company determines the fair market value less the estimated selling costs. The shortfalls are charged to the allowance for loan losses at the time of transfer. Properties placed in ORE are reviewed continuously and the Company will reappraise the property if it is deemed necessary. At a minimum, properties are appraised annually. If values have declined, the Company will establish a valuation allowance for the ORE through a separate provision for losses on ORE.

Restructured Loans

Restructured Loans

(dollars in thousands)

	As of December 31,
	2009							2008
	Accrual			Non Accrual		Unfunded		Accrual			Non Accrual		Unfunded
Agricultural	$	—		$	—	$	—	$	—		$	—	$	—
Commercial and Industrial	—			—		—		536			2,256		—
Real Estate
Secured by Commercial/Professional Office	—			4,386		—		—			—		—
Properties Including Construction and Development	6,723			10,147		424		10,666			2,042		—
Secured by Residential Properties	—			835		—		205			173		—
Secured by Farmland	—			—		—		—			—		—
Consumer Loans	—			502		—		—			—		—

Total Restructured Loans	$	6,723		$	15,870	$	424	$	11,407		$	4,471	$	—

Restructured loans as % of total gross loans	5.20		%					3.21		%

Restructured loans totaled $22,593,000 at December 31, 2009, an increase of $6,815,000 from the total at December 31, 2008. A loan may be restructured when the Bank determines that a borrower’s financial condition has deteriorated, but still has the ability to repay the loan. A loan is considered to be TDR when the original terms have been modified in favor of the borrower such that either principal or interest has been forgiven, contractual payments are deferred, or the interest rate is reduced. Once the borrower has made their payments as contractually required for six months, the loan is reviewed and interest may again be accrued. No additional funds were lent to the borrowers of the restructured loans.

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Allowance for Loan Losses

The allowance for loan losses is established through a provision for loan losses based on management’s evaluation of known and ~~inherit~~inherent risk in our ~~loan~~ loan portfolio. The allowance is increased by provisions charged against ~~current~~ current earnings and reduced by net charge-offs. Loans are charged off when they are deemed to be uncollectible; recoveries are generally recorded only when cash payments are received subsequent to the charge -off. The following ~~table~~ table summarizes the activity in the allowance for loan losses for the past ~~five~~ five years.

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Allowance for Loan Losses

(In thousands, except for percentages)

	As of December 31,
	2008		2007		2006			2005		2004
	2009		2008		2007			2006		2005
Balances:
Average loans outstanding during period	$	~~482~~473,~~208~~777	$	~~456~~482,~~818~~208	$	~~445~~456,~~119~~818		$	~~382~~445,~~659~~119	$	~~313~~382,~~912~~659
Gross loans outstanding at end of period.	$	494,826	$	447,270	$	448,326		$	407,045	$	344,577
Gross loans outstanding at end of period	$	434,148	$	494,826	$	447,270		$	448,326	$	407,045
Allowance for Loan Losses:
Allowance for possible loan losses at beginning of period	$	57,~~232~~826	$	5,~~274~~232	$	45,~~716~~274		$	4,~~000~~716	$	34,~~587~~000
Adjustments	$—	—	$—	—	$—	—		$—	—	$—	—
Provision charged to expense	$23,057	~~3,175~~	$3,742	~~225~~	$(16	~~775~~	)	$638	~~824~~	$724	~~790~~
Loans charge-offs
Agricultural	$—	—	$—	2	$2	—		$—	—	$—	—
Commercial & industrial loans	$1,936	71

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