AGREEMENT OF MERGER

Exhibit 2.2 (B)

AGREEMENT OF MERGER

This Agreement of Merger is entered into between CENTRAL VALLEY COMMUNITY BANK, a California banking corporation (herein “Surviving Corporation”) and SERVICE 1 ^ST BANK, a California banking corporation (herein “Merging Corporation”).

1.             Merging Corporation shall be merged into Surviving Corporation.

2.             Each outstanding share of Merging Corporation shall be canceled without consideration.

3.             The outstanding shares of Surviving Corporation shall remain outstanding and are not affected by the merger.

4.             Merging Corporation shall from time to time, as and when requested by Surviving Corporation, execute and deliver all such documents and instruments and take all such action necessary or desirable to evidence or carry out this merger.

5.             The effect of the merger is as prescribed by law and the effective date and time of the merger shall be 11:59 p.m. on                , 2008.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF the parties have executed this Agreement                 , 2008.

CERTIFICATE OF MERGER

of

SERVICE 1 ^ST BANK

We, the undersigned, do certify:

1.             We