SECOND AMENDMENT TO EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

SECOND AMENDMENT TO

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

This Second Amendment to Executive Supplemental Compensation Agreement is entered into as of January 23, 2009, by and between Valley Business Bank, a California banking corporation (formerly known as Bank of Visalia) (the “Bank”) and Roy O. Estridge (“Executive”).

RECITALS

A.           The Bank and Executive are parties to that certain Executive Supplemental Compensation Agreement dated as of April 15, 2002, as amended by that certain Amendment dated as of December 31, 2008 (collectively, the “Original Agreement”).  Capitalized terms used in this Second Amendment without definition shall have the meanings given such terms in the Original Agreement.

B.           Valley Commerce Bancorp, the parent company of the Bank, anticipates that it will participate in the United States Treasury Department’s TARP Capital Purchase Program (the “CPP”).  For purposes of this Second Amendment, the “CPP Covered Period” shall mean any period during which (i) Executive is a senior executive officer and (ii) the Treasur