0000891020-04-000479 Sample Contracts

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SHARES
Underwriting Agreement • July 12th, 2004 • Valley Bancorp • New York
RECITALS
Employment Agreement • July 12th, 2004 • Valley Bancorp • Nevada
RECITALS
Indemnification Agreement • July 12th, 2004 • Valley Bancorp • Nevada
VALLEY BANK
Change in Control Severance Agreement • July 12th, 2004 • Valley Bancorp • Nevada
VALLEY BANK NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • July 12th, 2004 • Valley Bancorp

This option will be fully vested and exercisable on the date on which the Bank's shareholders approve the Plan (the "Approval Date"). From the Approval Date through the date of its termination, this option may be exercised by Holder, in whole or in part, at any time and from time to time. This option may only be exercised if it is exercised in the manner provided by the Plan. Exercise must be by actual delivery to the Bank of a written notice of exercise signed by Holder specifying the number of shares and option price and accompanied by payment of the full amount of the option price.

VALLEY BANK
Incentive Stock Option • July 12th, 2004 • Valley Bancorp • Nevada
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