SECOND AMENDMENT TO
                            THE NORTH VALLEY BANCORP
                          EMPLOYEE STOCK OWNERSHIP PLAN

This Second Amendment (Amendment) is hereby adopted by North Valley Bancorp
(Employer).

                                    RECITALS
                                    --------

A.    The Employer adopted The North Valley Bancorp Employee Stock Ownership
      Plan (Plan) effective January 1, 1977.

B.    The Plan was amended from time to time and was restated effective January
      1, 1999.

C.    The Plan received a favorable determination letter as to the tax qualified
      status of the Plan dated March 29, 2000.

D.    Effective October 11, 2000, the Six Rivers National Bank Employee Stock
      Ownership Plan was merged into the Plan.

E.    The Employer amended the Plan to:

      1.    Reflect the provisions of the Community Renewal Tax Relief Act of
            2000 (CRA 2000) by adding the model amendment language suggested by
            the IRS in IRS Notice 2001-37, dealing with the definition of
            compensation for certain plan purposes;

      2.    Conform to the final regulations under the Internal Revenue Code
            (Code) section 401(a)(9) published on April 17, 2002, relating to
            required minimum distributions from retirement plans;

      3.    Reflect certain provisions of the Economic Growth and Tax Relief
            Reconciliation Act of 2001 (EGTRRA). The amendments reflect the
            model amendment language suggested by the IRS in Notice 2001-57,
            dealing with certain plan limits and other general matters;

      4.    Amend the Claims Procedure article of the Plan to reflect the final
            regulations issued by the Department of Labor, effective for all
            claims filed on or after January 1, 2002; and

      5.    Clarify the definition of Disability under the Plan.

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<PAGE>

F.    The Employer now wishes to amend the Plan to clarify certain provisions
      relating to the definition of the allocation date, investment accounts,
      Bancorp stock dividends, vesting and distributions from the Trust.

                              OPERATIVE PROVISIONS
                              --------------------

In accordance with the foregoing recitals, the Employer and the Trustees hereby
amend the Plan effective November 1, 2003, or as of such other specified dates,
as follows:

1.    The definition of Allocation Date in Section 2 is amended in its entirety
      to read as follows:

            Allocation Date.......         December 31st of each year (the last
                                           day of each Plan Year) or as of such
                                           other dates as determined by the
                                           Committee.

2.    The third paragraph of Section 6 is amended in its entirety to read as
      follows:

            Other Investments Account - The Other Investments Account maintained
            for each Participant will be credited annually with his allocable
            share of Employer Contributions that are not in the form of Bancorp
            Stock, with any Forfeitures from Other Investments Accounts, and any
            net income (or loss) of the Trust. Such Account will be debited for
            the Participant's share of any cash payments made by the Trustee for
            the acquisition of Bancorp Stock. Any cash dividends on Bancorp
            Stock will be allocated to his Bancorp Stock Account quarterly or as
            of such other dates determined by the Committee.

3.    Plan Section 6(c) is amended in its entirety to read as follows:

      (c)   Dividends on Bancorp Stock - Any cash dividends received on shares
            of Bancorp Stock allocated to Participants' Bancorp Stock Accounts
            will be allocated to the respective Other Investments Accounts of
            such Participants quarterly or as of such other dates as determined
            by the Committee. Any cash dividends received on unallocated shares
            of Bancorp Stock shall be included in the computation of the net
            income (or loss) of the Trust. Any stock dividends received on
            Bancorp Stock shall be credited to the Accounts to which such
            Bancorp Stock was allocated.

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4.    Plan Section 10(a)(2) is amended in its entirety effective January 1, 2004
      to read as follows:

      (2)   With respect to Plan Years ended before January 1, 2004, except as
            otherwise provided in Section 10(a)(1), the interest of each
            Participant in his Accounts shall become vested and nonforfeitable
            in accordance with the following schedule:

                     Credited Service        Nonforfeitable
                     Under Section 11          Percentage
                     ----------------        --------------

                     Less than 1 Year               0%

                     1 Year                        10%

                     2 Years                       20%

                     3 Years                       30%

                     4 Years                       40%

                     5 Years                       60%

                     6 Years                       80%

                     7 Years or More              100%

            Effective January 1, 2004, except as otherwise provided in Section
            10(a)(1), the interest of each Participant in his Accounts shall
            become vested and nonforfeitable in accordance with the following
            schedule:

                     Credited Service        Nonforfeitable
                     Under Section 11          Percentage
                     ----------------        --------------

                     Less than 3 Years              0%

                     3 Years                       30%

                     4 Years                       40%

                     5 Years                       60%

                     6 Years                       80%

                     7 Years or More              100%

            Notwithstanding the foregoing, the vested interest of a Participant
            in his Accounts that became vested under the vesting schedule in
            effect immediately before January 1, 2004 shall not be decreased due
            to this change in the vesting schedule.

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<PAGE>

5.    Plan Section 13(a) is amended in its entirety to read as follows:

      (a)   The Trustee will make distributions from the Trust only as directed
            by the Committee. If the value of a Participant's Capital
            Accumulation does not exceed $500, distribution of his Capital
            Accumulation will be made in cash; provided, however, that the
            Committee shall notify the Participant of his right to demand
            distribution of his Capital Accumulation entirely in whole shares of
            Bancorp Stock (with only the value of any fractional share paid in
            cash). If the value of a Participant's Capital Accumulation exceeds
            $500, distribution of his Capital Accumulation will be made (i) in
            cash up to the balance in his Other Investments Account, and (ii) in
            whole shares of Bancorp Stock; provided, however, that the Committee
            shall notify the Participant of his right to demand distribution of
            his Capital Accumulations entirely in whole shares of Bancorp Stock
            (with only the fractional value of any shares paid in cash) or of
            the right to demand distribution of his Capital Accumulation
            entirely in cash.

6.    In all other respects, the Plan is hereby ratified, approved and
      confirmed.

IN WITNESS WHEREOF, the Employer has executed and adopted this Amendment on this
______________ day of ___________ 2003.

                                             EMPLOYER
                                             --------

                                             NORTH VALLEY BANCORP
                                             A California Corporation



                                             By:
                                                --------------------------------
                                                Michael J. Cushman, President

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