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                              NORTH VALLEY BANCORP
                                  401(k) PLAN

                         (Effective September 1, 2004)











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                              NORTH VALLEY BANCORP
                                  401(k) PLAN

                               TABLE OF CONTENTS
                               -----------------
                                                                            Page
                                                                            ----
ARTICLE 1. GENERAL..........................................................  2
   1.01. Name. .............................................................  2
   1.02. Purpose............................................................  3
   1.03. Effective Date. ...................................................  3
   1.04. Use Of A Trust Equivalent. ........................................  3
ARTICLE 2. GENERAL DEFINITIONS..............................................  4
   2.01. Account. ..........................................................  4
   2.02. Accrued Benefit. ..................................................  5
   2.03. Affiliated Employer. ..............................................  5
   2.04. Beneficiary........................................................  5
   2.05. Break In Service. .................................................  5
   2.06. Catch-Up Contributions.............................................  6
   2.07. Code. .............................................................  6
   2.08. Compensation. .....................................................  6
   2.09. Direct Rollover. ..................................................  7
   2.10. Distributee........................................................  7
   2.11. Early Retirement Date..............................................  7
   2.12. Elective Contributions.............................................  8
   2.13. Eligible Employee..................................................  8
   2.14. Eligible Retirement Plan. .........................................  8
   2.15. Eligible Rollover Distribution.....................................  8
   2.16. Employee. .........................................................  9
   2.17. Employer. .........................................................  9
   2.18. Employment Commencement Date. ..................................... 10
   2.19. ERISA.............................................................. 10
   2.20. Highly Compensated Employee........................................ 10
   2.21. Hour Of Service. .................................................. 10
   2.22. Matching Contributions............................................. 11
   2.23. Nonelective Contributions.......................................... 11
   2.24. Nonhighly Compensated Employee..................................... 11
   2.25. Normal Retirement Age.............................................. 11
   2.26. Participant. ...................................................... 11
   2.27. Participating Affiliated Employer. ................................ 12
   2.28. Plan. ............................................................. 12
   2.29. Plan Administrator................................................. 12
   2.30. Plan Year.......................................................... 12

                                      -i-
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   2.31. Qualified Elective Contributions................................... 12
   2.32. Qualified Joint And Survivor Annuity. ............................. 12
   2.33. Qualified Matching Contributions. ................................. 13
   2.34. Qualified Nonelective Contributions. .............................. 13
   2.35  Qualified Pre-Retirement Survivor Annuity........................... 13
   2.36. Reemployment Commencement Date. ................................... 13
   2.37. Rollover Contributions............................................. 13
   2.38. Severance From Employment.......................................... 14
   2.39. Suspense Account. ................................................. 14
   2.40. Top-Paid Group..................................................... 14
   2.41. Trust. ............................................................ 15
   2.42. Trustee............................................................ 15
   2.43. Trust Fund. ....................................................... 15
   2.44. Valuation Date. ................................................... 15
   2.45. Vested. ........................................................... 15
   2.46. Vesting Computation Period. ....................................... 15
ARTICLE 3. ELIGIBILITY AND PARTICIPATION.................................... 16
   3.01. Eligibility And Entry Date. ....................................... 16
   3.02. Excluded Employees. ............................................... 16
   3.03. Participation...................................................... 17
   3.04. Inactive Status. .................................................. 17
   3.05. Suspension Of Current Participation................................ 17
   3.06. Reemployed Former Participants And Excluded Employees.............. 18
   3.07. Leaves Of Absence. ................................................ 19
   3.08. Service With An Affiliated Employer. .............................. 19
   3.09. Leased Employees................................................... 19
   3.10. Military Service................................................... 21
ARTICLE 4. CONTRIBUTIONS.................................................... 21
   4.01. Employer Contributions-Elective Contributions....................... 21
   4.02. Employer Contributions-Nonelective Contributions.................... 23
   4.03. Employer Contributions-Matching Contributions....................... 23
   4.04. Employer Determination. ........................................... 24
   4.05. Profits Not Required............................................... 24
   4.06. Form Of Contribution............................................... 25
   4.07. Time Of Contributions.............................................. 25
   4.08. Rollover Contributions............................................. 25
ARTICLE 5. ALLOCATIONS OF CONTRIBUTIONS AND VALUATION....................... 26
   5.01. Valuation Of The Trust or Custodial Account........................ 26
   5.02. Order Of Adjustment................................................ 26
   5.03. Allocation Of Investment Results................................... 27
   5.04. Allocation Of Employer Nonelective Contributions................... 27
   5.05. Allocation Of Employer Elective Contributions And
         Matching Contributions............................................. 27

                                      -ii-
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   5.06. Application Of Forfeitures......................................... 28
   5.07. Permitted Reallocations............................................ 28
ARTICLE 6. LIMITATION ON CONTRIBUTIONS AND BENEFITS......................... 28
   6.01. Special Definitions. .............................................. 28
   6.02. Limitation On Allocations. ........................................ 32
   6.03. Suspense Account. ................................................. 34
   6.04. Leased Employees................................................... 34
   6.05. Nondiscrimination Limitations...................................... 35
   6.06. Maximum Amount Of Elective Deferrals............................... 41
   6.07. Nondiscrimination Test For Matching Contributions.................. 43
ARTICLE 7. VESTING AND FORFEITURES ......................................... 47
   7.01. Full Vesting. ..................................................... 47
   7.02. Partial Vesting-Matching and Nonelective Accounts. ................. 48
   7.03. Years Of Service................................................... 48
   7.04. Forfeitures........................................................ 49
   7.05. Effect of Certain Distributions.................................... 50
   7.06. Amendments to Vesting Schedule..................................... 51
   7.07. No Divestment for Cause............................................ 52
   7.08. Lost Beneficiary................................................... 52
ARTICLE 8. PARTICIPANT LOANS................................................ 53
   8.01. Participant Loans.................................................. 53
ARTICLE 9. TOP HEAVY PLAN RULES ............................................ 56
   9.01. Special Definitions. .............................................. 56
   9.02. Determination Of Top Heavy Status. ................................ 58
   9.03. Benefits Taken Into Account. ...................................... 58
   9.04. Minimum Benefits................................................... 59
   9.05. Safe Harbor Plan Exception......................................... 60
ARTICLE 10. PAYMENT OF BENEFITS............................................. 60
  10.01. Action Upon Termination of Employment. ............................ 60
  10.02. Measure of Benefits. .............................................. 61
  10.03. Nonliability....................................................... 61
  10.04. Source of Benefits. ............................................... 61
  10.05. Mechanics of Payment............................................... 61
  10.06. Method of Payment of Benefits...................................... 61
  10.07. Commencement of Payment of Benefits................................ 66
  10.08. Hardship Distributions. ........................................... 79
  10.09. Age 59-1/2 Withdrawals. ........................................... 80
  10.10. Early Retirement. ................................................. 81
  10.11. Normal Retirement.................................................. 81
  10.12. Late Retirement. .................................................. 81
  10.13. Amount of Death Benefits. ......................................... 81
  10.14. Manner of Payment of Death Benefits. .............................. 82
  10.15. Designation of Beneficiary. ....................................... 85

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  10.16. Absence of Valid Designation of Beneficiaries...................... 85
  10.17. Distributions to Incapacitated Participants........................ 86
  10.18. Repayment of Overpayment of Benefits............................... 86
  10.19. Alternate Payees. ................................................. 86
  10.20. Eligible Rollover Distributions Direct Rollovers................... 87
  10.21. Distribution Upon Severance of Employment.......................... 87
ARTICLE 11. BENEFIT CLAIMS AND APPEALS...................................... 87
  11.01. Claims............................................................. 87
ARTICLE 12. PLAN ADMINISTRATION ............................................ 91
  12.01. Appointment of the Plan Administrator.............................. 91
  12.02. Employment Records................................................. 91
  12.03. Reports and Disclosure............................................. 91
  12.04. Retention of Records............................................... 92
  12.05. Appointment of Committee Officers. ................................ 92
  12.06. Committee Action. ................................................. 94
  12.07. Rights and Duties.................................................. 94
  12.08. Investments. ...................................................... 96
  12.09. Independent Qualified Accountant. ................................. 96
  12.10. Standard of Care................................................... 96
  12.11. Allocation and Delegation of Responsibility........................ 97
  12.12. Bonding. .......................................................... 97
ARTICLE 13. AMENDMENT AND TERMINATION....................................... 98
  13.01. Amendment. ........................................................ 98
  13.02. No Amendment To Reduce Protected Benefits.......................... 98
  13.03. Plan Termination. ................................................. 99
  13.04. Reversions......................................................... 99
  13.05. Segregation Of Trust Assets. ......................................101
  13.06. Transfer to New Plan. .............................................101
  13.07. Bankruptcy.........................................................101
  13.08. Employer Merger....................................................101
  13.09. Suspension of Contributions. ......................................102
  13.10. Plan Merger........................................................102
ARTICLE 14. PARTICIPANT-DIRECTED INDIVIDUAL ACCOUNTS........................102
  14.01. Directed Individual Accounts Permitted.............................102
  14.02. Separate Account Established.......................................102
  14.03. Fiduciary Duty. ...................................................103
ARTICLE 15. MISCELLANEOUS...................................................103
  15.01. Limitation of Rights; Employment Relationship......................103
  15.02. Release from Liability. ...........................................103
  15.03. Disputes...........................................................104
  15.04. Alienation.........................................................104
  15.05. Indemnity. ........................................................105
  15.06. Construction. .....................................................105

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  15.07. Applicable Law; Severability. .....................................105
  15.08. Agent for Service of Legal Process. ...............................106
ARTICLE 16. SAFE HARBOR PROVISIONS .........................................106
  16.01. Rules of Employer Election and Application. .......................106
  16.02. Definitions........................................................106
  16.03. ADP Test Safe Harbor...............................................107
  16.04. ACP Test Safe Harbor Contributions.................................108
  16.05. Safe Harbor Notice. ...............................................108


                                      -v-
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                              NORTH VALLEY BANCORP
                                  401(k) PLAN
                                  -----------

This Amendment and Restatement of the Deferred Salary Profit Sharing Thrift Plan
for Employees of North Valley Bancorp and its Affiliates and the renaming such
plan as the North Valley Bancorp 401(k) Plan (Plan) is adopted by North Valley
Bancorp (Employer), effective September 1, 2004, except as otherwise indicated.

                                    RECITALS
                                    --------

A.       Effective as of January 1, 1984, Employer adopted the Plan.

B.       The Plan was restated in its entirety effective January 1, 1994 and was
         subsequently restated in its entirety on February 20, 1997.

C.       Effective July 1, 2002 the Plan was amended and restated to include
         certain changes required by the Uniform Services Employment and
         Reemployment Rights Act (USERRA), the Uruguay Round Agreement Act of
         1994 (GATT), the Small Business Job Protection Act of 1996 (SBJPA '96),
         the Taxpayer Relief Act of 1997 (TRA '97) and the Community Renewal Tax
         Relief Act of 2000.

D.       Effective October 12, 2000, North Valley Bancorp acquired Six Rivers
         National Bank. All employees who participated in the Six Rivers
         National Bank Profit Sharing 401(k) Plan (Six Rivers Plan) on the day
         before the acquisition were eligible to participate in this Plan on the
         first day of the payroll period following the acquisition date.

E.       Effective July 1, 2002, the Plan was amended as follows:

         1.       To allow Participants to defer up to fifty percent (50%) of
                  their compensation;

         2.       To exclude severance pay and taxable fringe benefits from the
                  definition of compensation for only salary deferral
                  contributions; and

         3.       To provide that salary deferrals can be reinstated on the
                  first day of each month.

                                      -1-
<PAGE>

F.       Effective January 1, 2002, the Plan was amended to reflect certain
         changes required by the Economic Growth and Tax Relief Reconciliation
         Act of 2001 (EGTRRA).

G.       Effective January 1, 2003, the Plan was amended by the former prototype
         plan sponsor, Diversified Investment Advisors, to adopt the provisions
         described in Question and Answer No. 3 of Final Treasury Regulations
         section 1.401(a)(9)-1 published on April 17, 2002 regarding the plan
         document provisions necessary to comply with Internal Revenue Code
         section 401(a)(9).

H.       In August, 2004, the Employer further wishes to amend the Plan to:

         1.       Provide for the participation of the employees of Yolo
                  Community Bank effective September 1, 2004 as a result of the
                  merger of Yolo Community Bank into new Yolo Community Bank, a
                  wholly-owned subsidiary of North Valley Bancorp effective
                  August 31, 2004.

         2.       Provide for the crediting of prior service with Yolo Community
                  Bank for purposes of eligibility, accrual of benefits and
                  vesting under the Plan; and

         3.       Provide the Employer the opportunity to make safe harbor
                  contributions to the Plan for each Plan Year that the Employer
                  so elects and provides the required "safe harbor" notice under
                  the Code; and

I.       The Employer desires to amend and restate the Plan to clarify and
         conform certain provisions with its original intent that was not
         accurately captured in the August 2004, amendment and restatement.

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

NOW, THEREFORE, the Employer hereby amends, restates and continues the Plan upon
the following terms and conditions

                               ARTICLE 1. GENERAL

1.01.    Name.
         ----

         The name of this Plan shall be North Valley Bancorp 401(k) Plan.

                                      -2-
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1.02.    Purpose.
         -------

         The Employer wishes to establish a plan whereby a portion of its
         revenues will be shared with those of its Employees who shall be
         eligible to participate in accordance with the terms and conditions
         hereinafter set forth and thereby to:

         A.       Promote in the Employees an interest in the successful
                  operation of the Employer's business and in the increased
                  efficiency of their work; and

         B.       Provide the Employees with an opportunity to accumulate funds
                  for their retirement, for the payment of disability benefits
                  or for the payment of death benefits for their dependents and
                  Beneficiaries. This Plan and the Trust are created and
                  maintained for the Employer's eligible Employees and their
                  Beneficiaries, and are intended for their exclusive benefit as
                  a plan and a trust which qualify under Internal Revenue Code
                  (Code) sections401(a) and 501(a) and the provisions of the
                  Employee Retirement Income Security Act of 1974 (ERISA), as
                  each may be amended from time to time.

1.03.    Effective Date.
         --------------

         The general Effective Date of this restatement is September 1, 2004.
         The changes to the required minimum distributions are effective
         January1, 2003.

1.04.    Use Of A Trust Equivalent.
         -------------------------

         All contributions under this Plan shall be held under group annuity
         contract that complies with all of the requirements of Internal Revenue
         Code section 401(f) so that the Plan does not need to have an
         associated trust agreement. All references to the term "Trust" shall be
         to the group annuity contract as required by the context.

                                      -3-
<PAGE>

                         ARTICLE 2. GENERAL DEFINITIONS

For purposes of this Plan, the following definitions shall apply:

2.01.    Account.
         -------

         "Account" means either the Participant's Elective Account, Matching
         Account, Nonelective Account, Rollover Account, Catch-Up Account, or
         any other account established by the Plan Administrator on behalf of a
         Participant. All such accounts shall be referred to as the "Accounts"
         of the Participant.

         A.       Elective Account.
                  ----------------

                  "Elective Account" means the account maintained by the Plan
                  Administrator for each Participant representing Elective
                  Contributions by the Employer, adjusted for withdrawals,
                  income, expenses, and realized and unrealized gains and losses
                  attributable thereto.

         B.       Matching Account.
                  ----------------

                  "Matching Account" means the account maintained by the Plan
                  Administrator for each Participant representing Matching
                  Contributions, adjusted for withdrawals, income, expenses, and
                  realized and unrealized gains and losses attributable thereto.

         C.       Nonelective Account.
                  -------------------

                  "Nonelective Account" means the account maintained by the Plan
                  Administrator for each Participant representing Nonelective
                  Contributions by the Employer and forfeitures added thereto
                  adjusted for withdrawals, income, expenses, and realized and
                  unrealized gains and losses attributable thereto.

         D.       Rollover Account.
                  ----------------

                  "Rollover Account" means the account maintained by the Plan
                  Administrator for each Participant representing Rollover
                  Contributions adjusted for withdrawals, income, expenses and
                  realized and unrealized gains and losses attributable thereto.

                                      -4-
<PAGE>

         E.       Catch-Up Account.
                  ----------------

                  "Catch-Up Account" means the account maintained by the Plan
                  Administrator for each Participant representing Elective
                  Contributions that are classified as Catch-Up Contributions,
                  adjusted for withdrawals, income, expenses, and realized and
                  unrealized gains and losses attributable thereto.

2.02     Accrued Benefit.
         ---------------

         The "Accrued Benefit" is the amount credited to the Participant's
         Accounts.

2.03.    Affiliated Employer.
         -------------------

         "Affiliated Employer" means any corporation which is a member of a
         controlled group of corporations (as defined in Code section414(b))
         which includes the Employer; any trade or business (whether or not
         incorporated) which is under common control (as defined in Code
         section414(c)) with the Employer; any organization (whether or not
         incorporated) which is a member of an affiliated service group (as
         defined in Code section414(m)) which includes the Employer; and any
         other entity required to be aggregated with the Employer pursuant to
         the regulations under Code section414(o).

2.04.    Beneficiary.
         -----------

         "Beneficiary" means the person(s) entitled under the provisions of this
         Plan to receive benefits after the death of a Participant.

2.05.    Break In Service.
         ----------------

         "Break In Service" means a twelve (12) consecutive month period
         beginning on an Employee's Severance From Employment date or any
         anniversary thereof in which the Employee is not credited with an Hour
         of Service. The following special rules apply in determining whether an
         Employee who is on leave has incurred a Break In Service:

         A.       If an individual is absent from work because of maternity or
                  paternity leave beyond the first anniversary of his Severance
                  From Employment date, the twelve (12) consecutive month period

                                      -5-
<PAGE>

                  beginning on the individual's Severance From Employment date
                  shall not constitute a Break In Service. For purposes of this
                  paragraph, maternity or paternity leave means a leave of
                  absence by:

                  1.       Reason of the pregnancy of the individual;

                  2.       Reason of the birth of a child of the individual;

                  3.       Reason of the placement of a child with the
                           individual in connection with the adoption of such
                           child by the individual; or

                  4.       For purposes of caring for a child for the period
                           beginning immediately following such birth or
                           placement.

         B.       If an individual is absent from work because of FMLA leave and
                  returns to employment with the Employer following such FMLA
                  leave, he shall not incur a Break In Service during any twelve
                  (12) consecutive month period beginning on his Severance From
                  Employment date or anniversaries thereof in which he is absent
                  because of such FMLA leave. For purposes of this paragraph,
                  FMLA leave means an approved leave of absence pursuant to the
                  Family and Medical Leave Act of 1993

2.06.    Catch-Up Contributions.
         ----------------------

         "Catch-Up Contributions" means Elective Contributions made to the Plan
         in accordance with Code section 414(v).

2.07.    Code.
         ----

         "Code" means the Internal Revenue Code of 1986, as it may be amended
         from time to time.

2.08.    Compensation.
         ------------

         A.       "Compensation" means wages as defined in Code section3401(a)
                  including amounts deferred pursuant to Code sections 125 (to a
                  cafeteria plan), 402(e)(3) (to a Code section 401(k) plan),
                  402(h) (to a simplified employee pension plan), 403(b) (to a
                  tax-sheltered annuity arrangement) and 132(f) (to a qualified
                  transportation fringe benefit plan). Compensation shall not
                  include severance pay or taxable fringe benefits that are

                                      -6-
<PAGE>

                  included in the Participant's W-2 statement. However, for
                  purposes of Nonelective Contributions only, severance pay and
                  taxable fringe benefits shall be included.

         B.       The annual Compensation of each Participant taken into account
                  in determining allocations for any Plan Year beginning after
                  December31, 2001, shall not exceed two hundred thousand
                  dollars ($200,000), as adjusted for cost-of-living increases
                  in accordance with Code section 401(a)(17)(B). Annual
                  Compensation means Compensation during the Plan Year or such
                  other consecutive twelve (12) month period over which
                  Compensation is otherwise determined under the plan (the
                  determination period). The cost-of-living adjustment in effect
                  for a calendar year applies to annual Compensation for the
                  determination period that begins with or within such calendar
                  year. Compensation shall include all Compensation paid during
                  the Plan Year, not just Compensation earned while a
                  Participant.

2.09.    Direct Rollover.
         ---------------

         For purposes of the Eligible Rollover Distributions article, a "Direct
         Rollover" is a payment by the Plan to the Eligible Retirement Plan
         specified by the Distributee.

2.10.    Distributee.
         -----------

         For purposes of the Eligible Rollover Distributions article, a
         "Distributee" includes an Employee or former Employee. In addition, the
         Employee's or former Employee's surviving spouse and the Employee's or
         former Employee's spouse or former spouse who is the alternate payee
         under a qualified domestic relations order, as defined in Code section
         414(p), are Distributees with regard to the interest of the spouse or
         former spouse.

2.11     Early Retirement Date.
         ---------------------

         "Early Retirement Date" means the date the Participant attains the
         Early Retirement Age of age fifty-five (55) and the completion of four
         (4) Years of Service.

                                      -7-
<PAGE>

2.12.    Elective Contributions.
         ----------------------

         "Elective Contributions" means those contributions made to the Plan by
         the Employer that were subject to the cash or deferred election under
         the Employer Contributions-Elective Contributions article, below.

2.13.    Eligible Employee.
         -----------------

         "Eligible Employee" means any Employee that has attained age twenty-one
         (21) and that is not excluded from participating in the Plan under the
         Excluded Employee paragraph of the Plan.

2.14.    Eligible Retirement Plan.
         ------------------------

         An Eligible Retirement Plan, for purposes of an Eligible Rollover
         Distribution, is an individual retirement account described in Code
         section 408(a), an individual retirement annuity described in Code
         section 408(b), an annuity plan described in Code section 403(a), an
         annuity contract or custodial account described in Code section 403(b)
         and an eligible plan under Code section 457(b) which is maintained by a
         state, political subdivision of a state, or any agency or
         instrumentality of a state or political subdivision of a state and
         which agrees to separately account for amounts transferred into such
         plan from this Plan, or a qualified trust described in Code section
         401(a), that accepts the Distributee's Eligible Rollover Distribution.
         The definition of Eligible Retirement Plan shall also apply in the case
         of a distribution to a surviving spouse, or to a spouse or former
         spouse who is the alternate payee under a qualified domestic relation
         order, as defined in Code section 414(p).

2.15.    Eligible Rollover Distribution.
         ------------------------------

         "Eligible Rollover Distribution" means any distribution of all or any
         portion of the balance to the credit of the Distributee; provided,
         however, that an Eligible Rollover Distribution does not include:

         A.       Any distribution that is one of a series of substantially
                  equal periodic payments (not less frequently than annually)
                  made for the life (or life expectancy) of the Distributee or
                  the joint lives (or joint life expectancies) of the
                  Distributee and the Distributee's designated beneficiary, or
                  for a specified period of ten (10) years or more;

                                      -8-
<PAGE>

         B.       Any distribution to the extent such distribution is required
                  under Code section 401(a)(9);

         C.       The portion of any distribution that is not includible in
                  gross income (determined without regard to the exclusion for
                  net unrealized appreciation with respect to employer
                  securities); provided, however, that:

                  1.       A portion of a distribution shall not fail to be an
                           Eligible Rollover Distribution merely because the
                           portion consists of after-tax Employee contributions
                           that are not includible in gross income; and

                  2.       Notwithstanding the preceding clause, such portion
                           may be transferred only to an individual retirement
                           account described in Code section 408(a) or an
                           individual retirement annuity described in Code
                           section 408(b), or to a qualified defined
                           contribution plan described in Code section 401(a) or
                           403(a) that agrees to separately account for amounts
                           so transferred, including separately accounting for
                           the portion of such distribution that is includible
                           in gross income and the portion of such distribution
                           that is not so includible; and

         D.       Any hardship distribution as described in Code
                  section401(k)(2)(B)(i)(IV).

2.16.    Employee.
         --------

         "Employee" means an individual, who is employed by the Employer.

2.17.    Employer.
         --------

         "Employer" means the Employer adopting this Plan, any predecessor
         employer and any successor assuming the Plan, which shall be the
         principal sponsoring Employer. The principal sponsoring Employer shall
         be the plan sponsor (as defined in section3(16)(B) of ERISA) and shall
         be responsible for the administration and management of the Plan except
         for those duties specifically delegated to the Plan Administrator or
         the Trustee. "Employer" also means any Participating Affiliated
         Employer that has adopted the Plan when the context requires such an
         interpretation or any Participating Affiliated Employer that the
         principal sponsoring Employer has formally approved its participation
         in the Plan.

                                      -9-
<PAGE>

2.18.    Employment Commencement Date.
         ----------------------------

         "Employment Commencement Date" means the date on which the Employee
         first performs an Hour of Service for the Employer.

2.19.    ERISA.
         -----

         "ERISA" means the Employee Retirement Income Security Act of 1974,
         Public Law93-406, enacted September2, 1974, as it may be amended from
         time to time.

2.20.    Highly Compensated Employee.
         ---------------------------

         "Highly Compensated Employees" means any Employee who:

         A.       Was a five percent (5%) owner of the Employer at any time
                  during the Plan Year or the preceding Plan Year; or

         B.       Had total Compensation from the Employer in excess of ninety
                  thousand dollars ($90,000) (as adjusted pursuant to Code
                  section414(q)) for the preceding Plan Year. The Employer is
                  not making a "Top Paid Group" election.

2.21.    Hour Of Service.
         ---------------

         "Hour Of Service" means each hour for which an Employee is paid or
         entitled to payment for the performance of duties for the Employer.

         For purposes of determining an Employee's initial or continued
         eligibility to participate in the Plan or the nonforfeitable interest
         in the Participant's Account, an Employee will receive credit for the
         aggregate of all time period(s) commencing with the Employee's first
         day of employment or reemployment and ending on the date a Break In
         Service begins. The first day of employment or reemployment is the
         first day the Employee performs an Hour Of Service. An Employee will
         also receive credit for any Break In Service of less than twelve (12)
         consecutive months. Fractional periods of a year will be expressed in
         terms of days.

         In the case of an individual who is absent from work for maternity or
         paternity reasons, as further defined in the Break In Service
         paragraph, the twelve (12) consecutive month period beginning on the
         first anniversary of the first date of such absence shall not
         constitute a Break In Service.

                                      -10-
<PAGE>

         If the Employer is a member of an affiliated service group (under Code
         section 414(m)), a controlled group of corporations (under Code
         section 414(b)), a group of trades or businesses under common control
         (under Code section 414(c)) or any other entity required to be
         aggregated with the Employer pursuant to Code section 414(o), service
         will be credited for any employment for any period of time for any
         other member of such group. Service will also be credited for any
         individual required under Code section414(n) or Code section 414(o) to
         be considered an Employee of any Employer aggregated under Code section
         414(b), (c) or (m).

         If the Employer maintains the plan of a predecessor employer, service
         with such employer will be treated as service for the Employer.

2.22.    Matching Contributions.
         ----------------------

         "Matching Contributions" means those contributions made to the Plan by
         the Employer under the Employer Contributions-Matching Contributions
         paragraph and which were not subject to the cash or deferred election
         under the Employer Contributions-Elective Contributions paragraph.

2.23.    Nonelective Contributions.
         -------------------------

         "Nonelective Contributions" means those contributions
         made to the Plan by the Employer under the Employer
         Contributions-Nonelective Contributions paragraph and which were not
         subject to the cash or deferred election under the Employer
         Contributions-Elective Contributions paragraph.

2.24.    Nonhighly Compensated Employee.
         ------------------------------

         "Nonhighly Compensated Employee" means an Employee who is not a Highly
         Compensated Employee.

2.25.    Normal Retirement Age.
         ---------------------

         "Normal Retirement Age" means age sixty-five (65).

2.26.    Participant.
         -----------

         "Participant" means any Employee or former Employee who has met the
         Plan's eligibility requirements, commenced participation in the Plan,
         and

                                      -11-
<PAGE>

         is or may become eligible to receive a benefit under the Plan, or whose
         Beneficiaries may be eligible to receive any such benefit.

2.27.    Participating Affiliated Employer.
         ---------------------------------

         "Participating Affiliated Employer" means an Affiliated Employer who
         has adopted this Plan by signing this Plan or an adoption agreement or
         any Affiliated Employer who North Valley Bancorp has formally allowed
         to participate in the Plan through formal Board of Directors resolution
         and/or Plan amendment. The current Participating Affiliated Employers
         are North Valley Bank, Bank Processing, Inc, Six Rivers Bank and,
         effective September1, 2004, Yolo Community Bank.

2.28.    Plan.
         ----

         "Plan" means North Valley Bancorp 401(k) Plan as set forth herein and
         any amendments hereto.

2.29.    Plan Administrator.
         ------------------

         "Plan Administrator" means the Administrative Retirement Committee
         appointed pursuant to article 12 of this Plan.

2.30.    Plan Year.
         ---------

         "Plan Year" means the twelve (12) consecutive month period ending on
         the last day of December.

2.31.    Qualified Elective Contributions.
         --------------------------------

         "Qualified Elective Contributions" means Nonelective Contributions and
         Matching Contributions to the extent taken into account under the terms
         of the Plan in determining the Actual Deferral Percentage ("Qualified
         Nonelective Contributions" and "Qualified Matching Contributions").
         Qualified Nonelective Contributions and Qualified Matching
         Contributions under this Plan, or any other plan of the Employer, shall
         be taken into account as provided in Treasury Regulations to the extent
         needed to meet the Actual Deferral Percentage test, below.

2.32.    Qualified Joint And Survivor Annuity.
         ------------------------------------

         A "Qualified Joint and Survivor Annuity" is an immediate annuity for
         the life of the Participant with a survivor annuity for the life of the
         Participant's spouse which is fifty percent (50%) of the amount of the
         annuity which is

                                      -12-
<PAGE>

         payable during the joint lives of the Participant and the Participant's
         spouse and which is the amount of benefit which can be purchased with
         the Participant's vested Accrued Benefit. However, if the Participant
         so elects, the percentage(s) of the survivor annuity of the Qualified
         Joint and Survivor Annuity under the Plan shall be fifty percent (50%),
         seventy-five percent (75%), one hundred percent (100%); provided that
         the Qualified Joint and Survivor Annuity shall be the actuarial
         equivalent of the Qualified Joint and Survivor Annuity described in the
         first (1st) sentence of this section.

2.33.    Qualified Matching Contributions.
         --------------------------------

         "Qualified Matching Contributions" shall mean Matching Contributions
         which are subject to the distribution and nonforfeitability
         requirements under Code section 401(k) when made.

2.34.    Qualified Nonelective Contributions.
         -----------------------------------

         "Qualified Nonelective Contributions" shall mean contributions (other
         than Matching Contributions or Qualified Matching Contributions) made
         by the employer and allocated to Participants' Accounts that the
         Participants may not elect to receive in cash until distributed from
         the plan; that are nonforfeitable when made; and that are distributable
         only in accordance with the distribution provisions that are applicable
         to Elective Contributions and Qualified Matching Contributions.

2.35     Qualified Pre-Retirement Survivor Annuity.
         -----------------------------------------

         A "Qualified Pre-Retirement Survivor Annuity" is a survivor annuity for
         the life of the surviving spouse of the Participant which is the
         actuarial equivalent of the vested Accrued Benefit of the Participant.

2.36.    Reemployment Commencement Date.
         ------------------------------

         "Reemployment Commencement Date" means the date on which a former
         Employee first performs an Hour of Service for the Employer after the
         Employee's reemployment.

2.37.    Rollover Contributions.
         ----------------------

         "Rollover Contributions" means any distribution from an Eligible
         Retirement Plan defined in the Rollover Contributions paragraph.

                                      -13-
<PAGE>

2.38.    Severance From Employment.
         -------------------------

         "Severance From Employment" means discontinuance of employment with the
         Employer for any reason.

2.39.    Suspense Account.
         ----------------

         "Suspense Account" means the account provided in the Suspense Account
         article of the Limitation On Contributions and Benefits article, below.

2.40.    Top-Paid Group.
         --------------

         "Top-Paid Group" means the group of Employees consisting of the top
         twenty percent (20%) of all Employees when ranked on the basis of total
         compensation; excluding:

         A.       Unless the Employer otherwise elects pursuant to regulations
                  promulgated under Code section 414(q), Employees who:

                  1.       Have not completed six (6) months of service by the
                           end of the year including service from the
                           immediately preceding year;

                  2.       Are Part-Time Employees;

                  3.       Are Seasonal Employees; or

                  4.       Have not attained age twenty-one (21) by the end of
                           the year.

         B.        Employees who are nonresident aliens described in Code
                   section 414(q)(11); and

         C.        Employees who are covered under a collective bargaining
                   agreement or agreements that the Secretary of Labor finds to
                   be collective bargaining agreements between employee
                   representatives and the Employer, which agreements satisfy
                   Code section 7701(a)(46) and Temporary Regulations section
                   301.7701-17T, but only if ninety percent (90%) or more of the
                   Employees of the Employer covered by such agreements and this
                   Plan covers only Employees who are not so covered; such

                                      -14-
<PAGE>

                   Employees shall also be excluded from the group of Employees
                   in the top twenty percent (20%) group.

         For purposes of the Highly Compensated Employees article above, no
         Top-Paid Group election has been made.

2.41.    Trust.
         ----

         "Trust" means the Trust Agreement, or any trust equivalent, executed by
         the Employer.

2.42.    Trustee.
         -------

         "Trustee" means the Trustee(s) signing the Trust and any successor
         Trustee(s). If a group annuity contract is being used in lieu of a
         trust agreement, the term Trustee shall refer to the issuer of the
         group annuity contract.

2.43.    Trust Fund.
         ----------

         "Trust Fund" means the fund held by the Trustee pursuant to the terms
         of the Trust and for the purpose of this Plan.

2.44.    Valuation Date.
         --------------

         "Valuation Date" means each day of the Plan Year for which current
         Trust Fund information is available.

2.45.    Vested.
         ------

         "Vested" means that portion of the Participant's Account in which the
         Participant or the Participant's Beneficiary has an unconditional,
         nonforfeitable right which is legally enforceable against the Plan.

2.46.    Vesting Computation Period.
         --------------------------

         A "Vesting Computation Period" shall mean the twelve (12) consecutive
         month period beginning with the later of the Employee's Employment
         Commencement Date or the effective date of this Plan, and each Plan
         Year thereafter, beginning with the Plan Year in which ends the
         Employees first twelve (12) consecutive month period of Service.

                                      -15-
<PAGE>

                    ARTICLE 3. ELIGIBILITY AND PARTICIPATION

3.01.    Eligibility And Entry Date.
         --------------------------

         All Eligible Employees may participate in the Plan. An Eligible
         Employee becomes a Participant on the January 1 or July 1 following the
         completion of six (6) months of actual Service with the Employer.

         Yolo Community Bank Employees, who are Eligible Employees on September
         1, 2004 and either (i) were enrolled as participants in the Yolo
         Community Bank 401(k) Profit Sharing Plan as of August 30, 2004 or (ii)
         were eligible to be enrolled as participants in the Yolo Community Bank
         401(k) Profit Sharing Plan as of July 1, 2004 due to completing one (1)
         month or more of Service with Yolo Community Bank before July 1, 2004,
         shall become Participants in the Plan effective September 1, 2004. Yolo
         Community Bank employees who are Eligible Employees on October 1, 2004
         and had completed one (1) month or more of Service with Yolo Community
         Bank before October 1, 2004 shall become Participants in the Plan
         effective October 1, 2004.

         Yolo Community Bank Employees who became Participants as of September
         1, 2004 and did not timely submit a Compensation reduction agreement
         before September 1, 2004, will have a second opportunity to submit a
         Compensation reduction agreement before October 1, 2004.

3.02.    Excluded Employees.
         ------------------

         This Plan excludes:

         A.       Employees who are nonresident aliens and who receive no earned
                  income (within the meaning of Code section911(d)(2)) from the
                  Employer which constitutes income from sources within the
                  United States (within the meaning of Code section861(a)(3)).

         B.       Leased employees as defined in Code section414(n).

         C.       Any Employee of the controlled group of the Employer who does
                  not affirmatively adopt the Plan or who North Valley Bancorp
                  does not specifically formally include in the Plan through
                  formal Board of Directors resolution and/or Plan amendment.

                                      -16-
<PAGE>

3.03.    Participation.
         -------------

         The Plan Administrator, using employment dates certified by the
         Employer, shall determine which Employees are eligible to participate,
         and the Plan Administrator shall furnish such information and attendant
         data to the Trustee. The Plan Administrator shall notify each Employee
         of the Employee's eligibility and of any application or requirements
         for participation. To become a Participant, each Employee must enroll
         in the Plan in accordance with the requirements established by the Plan
         Administrator. By becoming a Participant, the Employee agrees to be
         bound by all terms, conditions and covenants of this Plan as then in
         effect or as thereafter amended.

3.04.    Inactive Status.
         ---------------

         If any Participant fails, in any Plan Year after the Participant
         commences participation under the Plan, to accumulate one (1) Hour of
         Service, despite the Participant's continued employment by the
         Employer, the Participant shall be placed on inactive status. In such
         cases, such Plan Year shall not be considered as a Period Of Service
         for the purposes of determining the Participant's Vested interest or
         for purposes of benefit accrual. If such Participant accumulates one
         (1) Hour of Service for the Employer in a subsequent Plan Year, the
         Participant shall revert to active status as of the first day of such
         Plan Year.

3.05.    Suspension Of Current Participation.
         -----------------------------------

         If any Participant (a) has a Severance From Employment; (b) becomes a
         member of an ineligible class of Employees; (c) is granted an unpaid
         leave of absence; or (d) is granted a waiver of participation, such
         Participant shall cease to be an active Participant under this Plan.
         Such Participant's Nonelective Account shall be placed on inactive
         status, and the Participant shall not share in the allocation of
         Employer contributions or forfeitures but the Participant's Accounts
         shall continue to receive allocations of Trust investment results. If
         in the year of the event suspending current participation the
         Participant has one (1) or more Hours of Service in that Plan Year
         prior to such event, then the Participant shall be allocated a share of
         any Employer contributions or forfeitures for that Plan Year pursuant
         to the Allocation Of Employer Contributions paragraph, below, based
         upon the Participant's Compensation prior to the date of suspension,
         unless employment on the last day of the Plan Year is required in order
         to receive such an allocation, and that Plan Year shall count for
         vesting purposes.

                                      -17-
<PAGE>

3.06.    Reemployed Former Participants And Excluded Employees.
         -----------------------------------------------------

         A.       If a terminated Participant is reemployed by the Employer
                  before a Break in Service occurs, the Participant shall
                  continue to participate in the Plan in the same manner as if a
                  Severance From Employment had not occurred.

         B.       A Participant who had a Vested right to all or a portion of
                  the Participant's Account derived from Employer contributions
                  at the time of the Participant's Severance From Employment
                  shall receive credit for all Periods Of Service prior to the
                  Participant's Break in Service upon completing a Period Of
                  Service after the Participant's return to the employ of the
                  Employer.

         C.       A Participant who did not have a Vested right to any portion
                  of the Participant's Account derived from Employer
                  contributions at the time of the Participant's Severance From
                  Employment shall be considered a new Employee for eligibility
                  purposes if the number of consecutive one (1) year Breaks in
                  Service equals or exceeds the greater of five (5) or the
                  aggregate number of Periods Of Service before such Break in
                  Service; otherwise, such Periods Of Service prior to the
                  Participant's Break in Service shall count for eligibility
                  purposes.

         D.       If a Participant becomes ineligible to participate because the
                  Participant is no longer a member of an eligible class of
                  Employees, but has not incurred a Break in Service, such
                  Employee shall participate immediately upon return to an
                  eligible class of Employees. If such Participant incurs a
                  Break in Service, the Participant's eligibility to participate
                  shall be determined pursuant to the two preceding paragraphs.

         E.       If an Employee who is not a member of the eligible class of
                  Employees becomes a member of the eligible class, such
                  Employee shall participate immediately if such Employee has
                  satisfied the minimum age and service requirements and would
                  have previously become a Participant had the Employee been in
                  the eligible class.

         F.       Periods Of Service and Breaks in Service shall always be
                  measured on the same computation period.

                                      -18-
<PAGE>

3.07.    Leaves Of Absence.
         -----------------

         Service with the Employer shall not be deemed to have been interrupted
         by the fact that an Employee has been on leave of absence with the
         consent of the Employer, provided that the Employee returns to the
         employ of the Employer at the expiration of such leave. Such
         Participant shall continue to receive Periods Of Service on the vesting
         schedule. Leaves of absence shall mean leaves granted by the Employer,
         in accordance with rules uniformly applied to all Employees, for
         reasons determined by the Employer to be in its best interests. Service
         with the Employer shall likewise not be deemed to have been terminated
         while an Employee is a member of the Armed Forces of the United States,
         provided that the Employee returns to the service of the Employer
         within ninety (90) days (or such longer period as may be prescribed by
         law) from the date the Employee first became entitled to discharge from
         the Armed Forces. Employees who do not return to the employ of the
         Employer within thirty (30) days following the end of the leave of
         absence, or within the required time in the case of service with the
         Armed Forces, shall be deemed to have terminated their employment as of
         the date when their leave began (unless such failure to return was the
         result of their death, total disability or approved early, deferred or
         normal retirement, in which case the date of such event shall be the
         date of Severance From Employment).

3.08.    Service With An Affiliated Employer.
         -----------------------------------

         All employees of all Affiliated Employers shall be treated as employed
         by a single employer for purposes of determining Service; provided,
         however, that employees of an Affiliated Employer shall not participate
         in this Plan unless the Affiliated Employer has adopted this Plan as a
         plan for its employees or if North Valley Bancorp has not formally
         adopted a Board of Directors resolution and/or Plan amendment to
         provide for participation in the Plan of the employees of the
         Affiliated Employer. Periods of Service with Yolo Community Bank prior
         to September 1, 2004 shall be credited to Employees who were employees
         of Yolo Community Bank as of August 31, 2004 for purposes of
         eligibility, accrual of benefits and vesting.

3.09.    Leased Employees.
         ----------------

         "Leased Employee" means any person who is not an Employee of the
         Employer and who provides services to the Employer if:

                                      -19-
<PAGE>

         A.       Such services are provided pursuant to an agreement between
                  the Employer and the leasing organization;

         B.       Such person has performed such services for the Employer or
                  related person on a substantially full time basis for a period
                  of at least one (1) year; and

         C.       Such services are performed under primary direction or control
                  by the Employer.

         Any Leased Employee shall be treated as an Employee of the recipient
         Employer, and the portion of the Leased Employee's total compensation
         received from, or on behalf of, the leasing organization that is
         attributable to the performance of services for the recipient Employer
         shall be utilized for purposes of providing the Leased Employee with
         benefits under this Plan if the Leased Employee is otherwise eligible
         under the Plan's Eligibility Requirements. Notwithstanding the
         foregoing, if such Leased Employees do not constitute more than twenty
         percent (20%) of the Employer's nonhighly compensated workforce within
         the meaning of Code section414(n)(1)(c)(ii), a Leased Employee shall
         not be treated as an Employee of the Employer if such Leased Employee
         is covered by a plan which is maintained by the leasing organization
         if, with respect to such Leased Employee, such plan:

         A.       Is a money purchase pension plan with a nonintegrated employer
                  contribution rate for each participant of at least ten percent
                  (10%) of compensation, as defined in Code section415(c)(3),
                  but including amounts contributed pursuant to a salary
                  reduction agreement, which are excludable from the Employee's
                  gross income under Code sections 125, 402(a)(8), 402(h),
                  403(b) or 132(f);

         B.       Provides for full and immediate vesting; and

         C.       Provides for immediate participation for each employee of the
                  leasing organization other than employees who perform
                  substantially all of their services for the leasing
                  organization and other than employees whose compensation from
                  the leasing organization in each Plan Year during the four (4)
                  year period ending with the Plan Year is less than one
                  thousand dollars ($1,000).

                                      -20-
<PAGE>

3.10.    Military Service.
         ----------------

         Notwithstanding any provision of this Plan to the contrary with regard
         to an Employee who after serving in the uniformed services is
         reemployed on or after December 12, 1994 within the time required by
         USERRA, contributions, benefits and service credit with respect to
         qualified military service will be provided in accordance with Code
         section 414(u).

                            ARTICLE 4. CONTRIBUTIONS

4.01.    Employer Contributions-Elective Contributions.
         ---------------------------------------------

         A.       Each year, the Employer shall make contributions to this Plan
                  and the Trust in an amount equal to the total compensation
                  reduction elections of all Participants made pursuant to this
                  article.

         B.       Each Plan Year, a Participant may elect to enter into a
                  written Compensation reduction agreement with the Employer to
                  defer up to fifty percent (50%), in nonfractional increments
                  of one percent (1%), of his Compensation which would have been
                  received for the Plan Year but for the deferral election.
                  Except as provided in paragraph D below, such election will be
                  applicable to all payroll periods within such Plan Year,
                  whereby the Participant agrees to accept a reduction in
                  Compensation from the Employer equal to any whole percentage
                  of such Participant's Compensation per payroll period, not to
                  exceed the amount which will cause the Plan to violate the
                  provisions of the Limitation On Contributions And Benefits
                  article, below, and not to exceed the maximum amount allowable
                  as a deduction to the Employer under Code section404.

         C.       For the period September 1, 2004 through December 31, 2004
                  (Period), a Yolo Community Bank Employee who became a
                  Participant on September 1, 2004 may elect to enter into a
                  written Compensation reduction agreement with the Employer to
                  defer a flat whole dollar amount per pay period which will not
                  exceed fifty percent (50%) of his Compensation which would
                  have been received for the Plan Year but for the deferral
                  election. Except as provided in paragraph D below, such
                  election will be applicable to all payroll periods within such
                  Period whereby the Participant agrees to accept a reduction in
                  Compensation from the Employer equal to any flat whole dollar
                  of such Participant's Compensation per payroll period, not to
                  exceed the amount which will cause the

                                      -21-
<PAGE>

                  Plan to violate the provisions of the Limitation On
                  Contributions And Benefits article, below, and not to exceed
                  the maximum amount allowable as a deduction to the Employer
                  under Code section 404.

         D.       The Employer may allow a Participant upon proper notice and
                  approval to enter into a special salary reduction agreement to
                  make additional Elective Contributions in an amount up to one
                  hundred percent (100%) of his Compensation for the payroll
                  period(s) designated by the Employer. However, the maximum
                  amount under paragraph B and C for any Plan Year may not
                  exceed fifty percent (50%) of the Participant's Compensation
                  for such Plan Year.

         E.       All Employees who are eligible to make Elective Contributions
                  under this Plan and who have attained age fifty (50) before
                  the close of the Plan Year shall be eligible to make Catch-Up
                  Contributions in accordance with, and subject to the
                  limitations of, Code section414(v).

         F.       Compensation reduction agreements shall be subject to the
                  following:

                  1.       A Compensation reduction agreement shall apply to
                           each payroll period during which an effective
                           Compensation reduction agreement is on file with the
                           Employer.

                  2.       A Compensation reduction agreement may be amended by
                           a Participant at any time if the purpose of the
                           amendment is to cease the amount of such
                           Participant's Compensation which is subject to
                           Compensation reduction. If a Participant ceases his
                           Elective Contributions he may not again participate
                           until the first day of any month.

                  3.       A Compensation reduction agreement may be amended by
                           a Participant prior to the beginning of the first day
                           of any month if the purpose of the amendment is to
                           increase or decrease (but not totally cease) the
                           amount of such Participant's Compensation which is
                           subject to Compensation reduction during such period
                           and the remainder of such Plan Year.

                  4.       Compensation reduction agreements and amendments to
                           Compensation reduction agreements shall be effective
                           as

                                      -22-
<PAGE>

                           of, and shall not apply to any payroll period
                           preceding, the payroll period next following the date
                           the Compensation reduction agreement or amendment to
                           the Compensation reduction agreement is executed by
                           the Participant and the Employer.

                  5.       In general, Compensation reduction agreements (other
                           than a participant's initial election) or amendments
                           to compensation reduction agreements are effective as
                           of the first day of the next month.

                  6.       The Employer may amend or revoke its Compensation
                           reduction agreement with any Participant at any time
                           if the Employer determines that such revocation or
                           amendment is necessary to ensure that the Plan will
                           not exceed the limitations of the Limitation On
                           Contributions And Benefits article, below.

                  7.       Except as provided above or as specifically allowed
                           by the Plan Administrator, a Compensation reduction
                           agreement applicable to any given Plan Year, once
                           made, may not be revoked or amended by the
                           Participant or the Employer.

4.02.    Employer Contributions-Nonelective Contributions.
         ------------------------------------------------

         A.       For each Plan Year, the Employer may make a discretionary
                  contribution which is not limited to its current or
                  accumulated net profit. The amount to be contributed to this
                  Plan shall not be subject to the election provided in the
                  Employer Contributions-Elective Contributions article, above.

         B.       In addition, the Employer may in its discretion contribute an
                  amount, which amount shall be deemed an Employer Qualified
                  Nonelective Contribution.

4.03.    Employer Contributions-Matching Contributions.
         ---------------------------------------------

         A.       Each payroll period and except as provided in paragraph B
                  below, the Employer shall contribute to each eligible
                  Participant's account an amount equal to twenty-five percent
                  (25%) of the Participant's Elective Deferrals. The maximum
                  amount of Elective Deferrals for which such Matching
                  Contributions will be made is five percent (5%) of
                  Compensation which means that the

                                      -23-
<PAGE>

                  maximum Matching Contribution will be one and one-fourth
                  percent (1.25%) of Compensation.

         B.       Effective September 1, 2004 to December 31, 2004, each payroll
                  period, the Employer shall contribute to each eligible
                  Participant's account who is an employee of Yolo Community
                  Bank, an amount equal to fifty percent (50%) of the
                  Participant's Elective Deferrals. The maximum amount of
                  Elective Deferrals for which such Matching Contributions will
                  be made is six percent (6%) which means that the maximum
                  Matching Contributions will be three percent (3%) of
                  Compensation during that period.

         C.       In addition, the Employer may in its discretion, contribute an
                  amount, which amount shall be deemed an Employer Qualified
                  Matching Contribution.

4.04.    Employer Determination.
         ----------------------

         The Employer shall determine the amount of any contributions to be made
         by it to the Plan. Such determination shall be final and conclusive,
         and shall not be subject to change as a result of a subsequent
         adjustment of the Employer's records. The determination by the Employer
         of such contribution, or the earnings on which such contribution is
         based, shall be binding on the Trustees and all Participants, and shall
         not be subject to review in any manner. Neither the Trustees,
         Participants nor any person interested in the Trust Fund shall have any
         right to question that action, the judgment of the Employer, the
         accuracy of the books of account or other data or the method of
         accounting upon which the Employer might rely. The Trustees shall have
         no right or duty to inquire into the amount of the Employer's
         contribution, but shall be accountable only for funds actually
         received.

4.05.    Profits Not Required.
         --------------------

         The Employer may make contributions to the Plan without regard to
         current or accumulated earnings and profits for the taxable year or
         years ending with or within the Plan Year. Notwithstanding the
         foregoing, the Plan shall continue to be designed to qualify as a
         "profit sharing plan" for purposes of the Code and ERISA.

                                      -24-
<PAGE>

4.06.    Form Of Contribution.
         --------------------

         Employer contributions shall be made to the Trustee in the form of any
         property which is acceptable to the Trustee. It shall be the Employer's
         responsibility to determine the fair market value of any property
         contributed which is not cash or equivalent. No contribution shall be
         made in the form of the Employer's promissory note, whether secured or
         not.

4.07.    Time Of Contributions.
         ---------------------

         A.       Nonelective Contributions and Matching Contributions may be
                  made at any time, but not later than the final date for filing
                  the Employer's federal income tax returns for such year
                  (including extensions). If the contribution is accrued for the
                  preceding Plan Year, and is actually made after the close of
                  the Plan Year for which it is to be deducted, the contribution
                  shall be accompanied by the Employer's signed statement to the
                  Trustee that payment of the contribution is on account of the
                  preceding Plan Year and shall be allocated to Participants'
                  Nonelective and Matching Accounts as of the last day of the
                  preceding Plan Year. Notwithstanding the foregoing, Matching
                  Contributions

         B.       Elective Contributions shall be made no later than the final
                  date for filing the Employer's federal income tax returns for
                  such year (including extensions); provided, however, that
                  Elective Contributions accumulated through payroll deductions
                  shall be paid to the Trustee as of the earliest date on which
                  such contributions can reasonably be segregated from the
                  Employer's general assets, but in any event within fifteen
                  (15) business days following the end of the month in which
                  such amounts would otherwise have been payable to the
                  Participant in cash. The provisions of Department of Labor
                  regulations 2510.3-102 are incorporated herein by reference.
                  Furthermore, any additional Employer contributions which are
                  allocable to the Participant's Elective Account for a Plan
                  Year shall be paid to the Plan no later than the twelve (12)
                  month period immediately following the close of such Plan
                  Year.

4.08.    Rollover Contributions.
         ----------------------

         An Eligible Employee who is entitled to receive an Eligible Rollover
         Distribution from an Eligible Retirement Plan as such terms are defined

                                      -25-
<PAGE>

         in the Eligible Rollover Distributions paragraph may elect at the time
         and in the manner prescribed by the Plan Administrator, to have any
         portion of such Eligible Rollover Distribution contributed to this
         Plan. Such Eligible Rollover Distribution may include after-tax
         employee contributions from an Eligible Retirement Plan.

             ARTICLE 5. ALLOCATIONS OF CONTRIBUTIONS AND VALUATION

5.01.    Valuation Of The Trust or Custodial Account
         -------------------------------------------

         The assets of the Trust shall be valued at fair market value on a
         "daily valuation basis" as of each Valuation Date. The Trustees, as of
         the close of business on each Valuation Date, shall determine the net
         worth of the assets of the Trust at their fair market value (using
         criteria and sources of information that the Trustees, in the Trustees
         sole discretion, deems appropriate), and shall deduct all fees and
         expenses for which the Trustees have not yet obtained reimbursement
         from the Employer or from the Trust. Such valuation shall not include
         any segregated accounts (which shall be valued separately) or
         contributions for the current Plan Year made by the Employer or any
         Employee as of such Valuation Date or thereafter, which shall be valued
         separately.

5.02.    Order Of Adjustment.
         -------------------

         Subject to the provisions of this Allocations Of Contributions And
         Valuation article, as of each Valuation Date, the Plan Administrator
         shall adjust the Participants' Accounts as follows, in the order
         stated:

         A.       First, reflect proportionately any adjustment of fair market
                  value of assets in the manner as provided in the Allocation Of
                  Investment Results article, below;

         B.       Second, allocate proportionately any income or loss in the
                  manner provided in the Allocation Of Investment Results
                  article, below;

         C.       Third, allocate Employer contributions in the manner provided
                  in the Allocation Of Employer Nonelective Contributions and
                  the Allocation Of Employer Elective Contributions and Matching
                  Contributions articles, below; provided that forfeitures
                  arising during the Plan Year shall first be made available to
                  reinstate previously forfeited account balances of former
                  Participants, if any, in accordance with the Effect of Certain
                  Distributions article below. The remaining forfeitures, if
                  any, shall be used to reduce the

                                      -26-

<PAGE>

                  Employer's Nonelective Contributions or Employer's Matching
                  Contributions hereunder.

5.03.    Allocation Of Investment Results.
         --------------------------------

         Income or loss generated since the immediately preceding Valuation Date
         by a segregated account, less a prorated portion of the Plan's
         administrative cost, shall be allocated solely to the account or
         investment involved. As of any Valuation Date, the income or loss
         attributable to the remaining assets of the Plan, reduced by expenses
         incurred since the preceding Valuation Date, shall be allocated to the
         Accounts of the Participants and Beneficiaries who had unpaid balances
         in their Accounts as of such Valuation Date in proportion to the
         balances in such Accounts as of the prior Valuation Date after reducing
         such prior Valuation Date balances by amounts withdrawn or distributed
         since such Valuation Date, if any.

5.04.    Allocation Of Employer Nonelective Contributions.
         ------------------------------------------------

         A.       The Employer's Nonelective Contributions to this Plan shall be
                  allocated among the Nonelective Accounts of the Participants
                  eligible to receive an allocation of Nonelective Contributions
                  in the ratio that each Eligible Participant's Compensation for
                  such period bears to the aggregate Compensation for all
                  Participants during such period.

         B.       If the Employer makes a Qualified Nonelective Contribution for
                  a given Plan Year, such contribution shall only be allocated
                  to those Nonhighly Compensated Employees whose Compensation
                  tests in ascending order from the lowest testing Compensation
                  to the testing Compensation needed to pass the Actual Deferral
                  Percentage Test.

5.05.    Allocation Of Employer Elective Contributions And Matching
         -----------------------------------------------------------
         Contributions.
         -------------

         The Employer's Elective Contributions, Catch-Up Contributions and
         Matching Contributions shall be allocated among the Elective Accounts,
         Catch-Up Contributions and Matching Accounts, respectively, of those
         Participants making the election for a contribution to this Plan under
         the Employer Contributions-Elective Contributions article, above, in
         the amount so elected by the Participant and in the appropriate amount
         of the Matching Contribution. Employer Elective Contributions and
         Catch-Up Contributions, if any, will be allocated as soon as
         administratively

                                      -27-
<PAGE>

         feasible following the last day of each payroll period during the Plan
         Year. Employer Matching Contributions, if any, will be allocated as of
         each payroll period during the Plan Year. Employer Matching
         Contributions will not be allocated to Employer Elective Contributions
         that are Catch-Up Contributions under the Employer Contribution
         Elective Contributions paragraph.

5.06.    Application Of Forfeitures.
         --------------------------

         Each Plan Year, forfeitures arising during that year shall first be
         made available to reinstate previously forfeited account balances of
         former Participants, if any, in accordance with the Allocation of
         Forfeitures article, below. The remaining forfeitures shall be applied
         to reduce the Employer's Nonelective Contribution or Employer's
         Matching Contributions for the Plan Year in which such forfeitures
         occur.

         Notwithstanding the above, forfeitures may first be used to pay
         administrative expenses under the Plan, as directed by the Employer.

5.07.    Permitted Reallocations.
         -----------------------

         In the event that any amount of any Participant's Compensation for a
         Plan Year has been found by the Internal Revenue Service, the
         California Franchise Tax Board, or a court of competent jurisdiction in
         a final decision, to be unreasonable, contributions for the affected
         Plan Year shall be applied to reduce the Employer's Nonelective
         Contribution the following Plan Year. The Participant's Nonelective
         Accounts and the allocation of investment results shall be adjusted to
         reflect the results of such allocation in each subsequent Plan Year.

              ARTICLE 6. LIMITATION ON CONTRIBUTIONS AND BENEFITS

6.01.    Special Definitions.
         -------------------

         For purposes of this article, the following definitions shall apply:

         A.       Annual Additions.
                  ----------------

                  "Annual Additions" means the sum of the following amounts
                  allocated on behalf of a Participant for a Limitation Year:

                  1.      All Employer contributions;

                  2.      All forfeitures;

                                      -28-
<PAGE>

                  3.      All Employee contributions;

                  4.       Amounts allocated to an individual medical account
                           (as defined in Code section 415(1)(2)) which is part
                           of a pension or annuity plan maintained by the
                           Employer; and

                  5.       Amounts derived from contributions paid or accrued
                           which are attributable to post-retirement medical
                           benefits allocated to the separate account of a key
                           employee (as defined in Code section 419A(d)(3))
                           under a welfare benefit plan (as defined in Code
                           section 419(e)) maintained by the Employer.

         B.       Employer.
                  --------

                  "Employer" means the Employer that adopts this Plan. In the
                  case of a group of employers which constitutes a controlled
                  group of corporations (as defined in Code section414(b) as
                  modified by Code section415(h)), or which constitutes trades
                  or businesses (whether or not incorporated) which are under
                  common control (as defined in Code section414(c) as modified
                  by Code section415(h), or which constitutes an affiliated
                  service group (as defined in Code section414(m)), or which is
                  required to be aggregated with the Employer pursuant to the
                  regulations under Code section414(o), all such employers shall
                  be considered a single employer for purposes of applying the
                  limitations of this article.

         C.       Excess Amount.
                  -------------

                  "Excess amount" means the excess of the Participant's Annual
                  Additions for the Limitation Year over the Maximum Permissible
                  Amount, less loading and other administrative charges
                  allocated to such excess.

         D.       Limitation Year.
                  ---------------

                  "Limitation Year" means the Plan Year unless any other twelve
                  (12) consecutive month period is adopted for all plans of the
                  Employer adopted by the Employer and each Participating
                  Affiliated Employer.

                                      -29-
<PAGE>

         E.      Maximum Permissible Amount.
                 --------------------------

                  Except to the extent otherwise permitted for catch-up
                  contributions under the Maximum Amount Of Elective Deferrals
                  article, below, and Code section 414(v), if applicable, the
                  Annual Addition that may be contributed or allocated to a
                  Participant's Account under the Plan for any limitation year
                  shall not exceed the lesser of:

                  1.       Forty thousand dollars ($40,000), as adjusted for
                           increases in the cost-of-living under Code section
                           415(d), or

                  2.       One hundred percent (100%) of the Participant's Total
                           Compensation, within the meaning of Code
                           section415(c)(3), for the Plan Year.


                  The compensation limit referred to in (2) shall not apply to
                  any contribution for medical benefits after separation from
                  service (within the meaning of Code section401(h) or Code
                  section419A(f)(2)) which is otherwise treated as an Annual
                  Addition.

         F.       Total Compensation.
                  ------------------

                  1.       Except as otherwise provided herein, the term "Total
                           Compensation" means the Participant's compensation
                           from the Employer for the Plan Year and includes:

                           a.       The Participant's wages, salaries, fees for
                                    professional services, and other amounts
                                    received (without regard to whether or not
                                    an amount is paid in cash) for personal
                                    services actually rendered in the course of
                                    employment with the Employer maintaining the
                                    Plan to the extent that the amounts are
                                    includable in gross income (including, but
                                    not limited to, commissions paid salesmen,
                                    compensation for services on the basis of a
                                    percentage of profits, commissions on
                                    insurance premiums, tips, bonuses, fringe
                                    benefits, and reimbursements or other
                                    expense allowances under a nonaccountable
                                    plan (as described in Treasury regulations
                                    section 1.162-2(c)), including foreign
                                    earned income (as defined in Code section
                                    911(b)), whether or not excludable from
                                    gross income under

                                      -30-
<PAGE>

                                    Code section 911, and without regard to the
                                    exclusions from gross income in Code
                                    sections 931 and 933.

                           b.       In the case of a Participant who is an
                                    employee within the meaning of Code section
                                    401(c)(1) and the regulations thereunder,
                                    the Participant's earned income (as
                                    described in Code section 401(c)(2) and the
                                    regulations thereunder).

                           c.       Amounts described in Code sections
                                    104(a)(3), 105(a) and 105(h), but only to
                                    the extent that these amounts are includable
                                    in the gross income of the Participant,
                                    including foreign earned income (as defined
                                    in Code section 911(b)), whether or not
                                    excludable from gross income under Code
                                    section911, and without regard to the
                                    exclusions from gross income according to
                                    the principles set forth in Code sections
                                    931 and 933.

                           d.       Amounts paid or reimbursed by the Employer
                                    for moving expenses incurred by the
                                    Participant, but only to the extent that at
                                    the time of the payment it is reasonable to
                                    believe that these amounts are not
                                    deductible by the Participant under Code
                                    section217.

                           e.       The value of a nonqualified stock option
                                    granted to the Participant by the Employer,
                                    but only to the extent that the value of the
                                    option is includable in the gross income of
                                    the Participant for the taxable year in
                                    which granted.

                           f.       The amount includable in the gross income of
                                    the Participant upon making the election
                                    described in Code section 83(b).

                           g.       Any elective deferral (as defined in Code
                                    section402(g)(3)), and any amount which is
                                    contributed or deferred by the Employer at
                                    the election of the Employee and which is
                                    not includable in the gross income of the
                                    Employee by reason of Code sections 125, 457
                                    or 132(f)(4).

                                      -31-
<PAGE>

                  2.       The term "Total Compensation" shall not include
                           items such as:

                           a.       Any distributions from a plan of deferred
                                    compensation are not considered as
                                    compensation regardless of whether such
                                    amounts are includable in the gross income
                                    of the Employee when distributed. However,
                                    any amounts received by an Employee pursuant
                                    to an unfunded nonqualified plan may be
                                    considered as compensation in the year such
                                    amounts are includable in the gross income
                                    of the Employee.

                           b.       Amounts realized from the exercise of a
                                    nonqualified stock option, or when
                                    restricted stock (or property) held by an
                                    Employee either becomes freely transferable
                                    or is no longer subject to a substantial
                                    risk of forfeiture under Code section 83 and
                                    the regulations thereunder.

                           c.       Amounts realized from the sale, exchange or
                                    other disposition of stock acquired under a
                                    qualified stock option.

                           d.       Other amounts which receive special tax
                                    benefits, such as premiums for group-term
                                    life insurance (but only to the extent that
                                    the premiums are not includable in the gross
                                    income of the employee), or contributions
                                    made by an Employer (whether or not under a
                                    salary reduction agreement) towards the
                                    purchase of an annuity contract described in
                                    Code section 403(b) (whether or not the
                                    contributions are excludable from the gross
                                    income of the Employee).

6.02.    Limitation On Allocations.
         -------------------------

         A.       The amount of Annual Additions which may be allocated under
                  this Plan on a Participant's behalf for a Limitation Year
                  shall not exceed the lesser of the Maximum Permissible Amount
                  or any other limitation contained in this Plan.

         B.       Prior to the determination of the Participant's actual Total
                  Compensation for a Limitation Year, the Maximum Permissible

                                      -32-
<PAGE>

                  Amount may be determined on the basis of the Participant's
                  estimated Total Compensation for such Limitation Year. Such
                  estimated Total Compensation shall be determined on a
                  reasonable basis and shall be uniformly determined for all
                  Participants similarly situated. Any Employer contributions
                  (including allocations of forfeitures) based on estimated
                  Total Compensation shall be reduced by any Excess Amounts
                  carried over from prior years.

         C.       As soon as is administratively feasible after the end of the
                  Limitation Year, the Maximum Permissible Amount for such
                  Limitation Year shall be determined on the basis of the
                  Participant's actual Total Compensation for such Limitation
                  Year.

         D.       If there is an Excess Amount with respect to a Participant for
                  a Limitation year, such Excess Amount shall be disposed of as
                  follows:

                  1.       First, any Excess Amounts attributed to allocations
                           under the North Valley Bancorp Employee Stock
                           Ownership Plan shall be reduced prior to reducing
                           allocations or contributions under this Plan.

                  2.       Second, any Excess Amounts attributed to this Plan
                           shall be reduced, to the extent possible, by
                           distribution of elective deferrals (within the
                           meaning of Code section 402(g)(3) that have not been
                           matched), along with the distribution of gains
                           attributable to those elective deferrals in
                           accordance with Treasury Regulation section
                           1.415-6(b)(6)(iv).

                  3.       Third, any Excess Amounts attributed to this Plan
                           shall be reduced to the extent possible by
                           distribution of elective deferrals (and earnings as
                           described above) that have been matched and the
                           Employer Matching Contributions attributable thereto:

                  4.       Fourth, any Excess Amount remaining shall be returned
                           to the Employer or held in the Suspense Account.

         E.       Notwithstanding the foregoing, the otherwise permissible
                  Elective Contribution Amount for any Participant under this
                  Plan may be reduced to the extent necessary as determined by
                  the Employer, to prevent allocations in violation of this
                  Limitation On Allocations.

                                      -33-
<PAGE>

6.03.    Suspense Account.
         ----------------

         In the event that the Excess Amount in any year exceeds the maximum
         amount that may be allocated, or in the event of an unintentional
         error, computational or otherwise, by the Employer, in allocating
         Annual Additions to a Participant's Account, if such amount is not
         returned to the Employer, such amount, as determined by the Employer,
         may be held in the Suspense Account, subject to the following
         limitations and conditions:

         A.       Investment gains and losses and other income may not be
                  reallocated to this Suspense Account;

         B.       The amounts in this Suspense Account shall be allocated as of
                  each Allocation Date on which such amount may be allocated
                  until the Suspense Account is exhausted;

         C.       No Employer contributions may be made at any time when the
                  Suspense Account has unallocated amounts or when their
                  allocation would be precluded by Code section 415; and

         D.       Upon termination of the Plan, the Suspense Account shall
                  revert to the Employer to the extent that it may not then be
                  allocated to any Participant's Nonelective Account.

6.04.    Leased Employees.
         ----------------

         In the event that the interest of a leased employee (as defined in Code
         section414(n)) in a leasing organization's qualified plan attributable
         to services performed for the recipient Employer by the leased employee
         is treated a provided under a qualified plan of the recipient Employer
         pursuant to the provisions of Code section414(n) and the regulations
         thereunder, such interest shall be treated as being provided under a
         separate qualified plan of the recipient employer and shall be taken
         into account under this Plan for purposes of the limitations set forth
         in this Limitation On Contributions And Benefits article. In the event
         that the total of the benefits provided to the leased employee under
         the leasing organization's qualified plan and under all qualified plans
         maintained by the Employer would result in an Excess Amount, the
         benefits provided to the leased employee under the qualified plans
         maintained by the Employer shall be reduced in accordance with the
         provisions of this Limitation On Contributions And Benefits article in
         the same manner as if the benefits provided to the leased employee
         under the leasing organization's qualified plan were actually being
         provided by the recipient

                                      -34-
<PAGE>

         Employer's plan of the same type and as if the provisions of such plan
         required that compliance with the requirements of Code section415 be
         accomplished by means of reductions in the benefits being provided to
         the leased employee under all other plans.

6.05.    Nondiscrimination Limitations.
         -----------------------------

         A.       Special Compensation Deferral Definitions.
                  -----------------------------------------

                  For purposes of the limitations set forth in this
                  Nondiscrimination Limitations article and the Maximum Amount
                  of Elective Deferrals article, below, the following
                  definitions shall apply:

                  1.       Actual Deferral Percentage.
                           --------------------------

                           "Actual Deferral Percentage" for a specified group of
                           Employees for a Plan Year means the average of the
                           ratios, calculated separately for each eligible
                           Employee in such group, of the amount of the
                           Employer's Contributions made under the Plan on
                           behalf of such Employee for such Plan Year, to the
                           Employee's Preelection Compensation for such Plan
                           Year.

                  2.       Employer's Contributions.
                           ------------------------

                           "Employer's Contributions" on behalf of any
                           Participant means:

                           a.       Any Elective Deferrals made pursuant to the
                                    Participant's deferral election, including
                                    Excess Elective Deferrals as determined
                                    under the Maximum Amount Of Elective
                                    Deferrals article, below, but excluding
                                    Excess Elective Deferrals distributed to a
                                    Nonhighly Compensated Employee under this
                                    Plan or another plan of the Employer or an
                                    Affiliated Employer, and excluding Elective
                                    Deferrals that are taken into account in the
                                    Actual Contribution Percentage test, below
                                    (provided the Actual Deferral Percentage is
                                    satisfied both with and without exclusion of
                                    these Elective Deferrals); and excluding
                                    Catch-Up Contributions, and

                           b.       At the election of the Employer, Qualified
                                    Elective Contributions.

                                      -35-
<PAGE>

                  3.       Employee's Preelection Compensation.
                           -----------------------------------

                            "Employee's Preelection Compensation" means the
                            amount of the Employee's compensation prior to
                            calculating the Elective Contribution made on behalf
                            of the Employee under the deferral election of the
                            Employer Contributions-Elective Contributions
                            article.

                  4.       Qualified Elective Contributions.
                           --------------------------------

                           "Qualified Elective Contributions" means Nonelective
                           Contributions and Matching Contributions to the
                           extent taken into account under the terms of the Plan
                           in determining the Actual Deferral Percentage
                           (Qualified Nonelective Contributions and Qualified
                           Matching Contributions). Qualified Nonelective
                           Contributions and Qualified Matching Contributions
                           under this Plan, or any other plan of the Employer,
                           shall be taken into account as provided in Treasury
                           Regulations to the extent needed to meet the Actual
                           Deferral Percentage test, below. Such contributions
                           shall satisfy the requirements of the Full Vesting
                           article, below, and the distribution restrictions
                           contained in the Commencement Of Payment Of Benefits
                           article, below, when they are contributed to the
                           Plan.

                  5.       Elective Deferrals.
                           ------------------

                           "Elective Deferrals" means with respect to any
                           taxable year, the sum of:

                           a.       Any Employer contribution under a qualified
                                    cash or deferral arrangement (as defined in
                                    Code section401(k)) to the extent not
                                    includable in gross income for the taxable
                                    year under Code section402(e)(3) (determined
                                    without regard to Code section402(g)(3)(A))
                                    excluding Catch-Up Contributions;

                           b.       Any Employer contribution to the extent not
                                    includable in gross income for the taxable
                                    year under Code section402(h)(1)(B)
                                    (determined without regard to Code section
                                    402(g)(3));

                                      -36-
<PAGE>

                           c.       Any Employer contribution to any plan as
                                    described under Code section 501(c)(18); and

                           d.       Any Employer contribution to purchase an
                                    annuity contract under Code section 403(b)
                                    under a salary reduction agreement (within
                                    the meaning of Code section 3121(a)(5)(D)).

                  6.       Excess Contributions.
                           --------------------

                           "Excess Contributions" means, with respect to any
                           Plan Year, the excess of:

                           a.       The aggregate amount of Employer
                                    contributions actually taken into account in
                                    computing the Actual Deferral Percentage of
                                    Highly Compensated Employees for such Plan
                                    Year, over

                           b.       The maximum amount of such contributions
                                    permitted by the Actual Deferral Percentage
                                    test (determined by reducing contributions
                                    made on behalf of Highly Compensated
                                    Employees in order of the Actual Deferral
                                    Percentages, beginning with the highest of
                                    such percentages in the manner provided in
                                    the Treasury Regulations).

         B.       Actual Deferral Percentage Test.
                  -------------------------------

                  1.       The Actual Deferral Percentage for eligible Highly
                           Compensated Employees for such Plan Year shall not
                           exceed the greater of:

                           a.       One hundred twenty-five percent (125%) of
                                    the Actual Deferral Percentage for all
                                    Nonhighly Compensated Employees for the
                                    current Plan Year; or

                           b.       The lesser of:

                                    (1)      Two hundred percent (200%) of the
                                             Actual Deferral Percentage for all
                                             Nonhighly Compensated Employees for
                                             the current Plan Year; or

                                      -37-
<PAGE>

                                    (2)      The Actual Deferral Percentage for
                                             all Nonhighly Compensated Employees
                                             for the current Plan Year plus two
                                             percent (2%).

                  2.       This Plan is using the current year testing method
                           for purposes of the Actual Deferral Percentage Test.

                  3.       In the event that this Plan satisfies the
                           requirements of Code section 401(a)(4), 401(k) or
                           410(b) only if aggregated with one (1) or more other
                           plans, or if one (1) or more other plans satisfy the
                           requirements of Code section 410(b) only if
                           aggregated with this Plan, then the Actual Deferral
                           Percentage test shall be applied by determining the
                           Actual Deferral Percentages of the Employees as if
                           all such plans were a single plan.

                  4.       The Actual Deferral Percentage for any Participant
                           who is a Highly Compensated Employee for the Plan
                           Year and who is eligible to have Elective Deferrals
                           or Qualified Elective Contributions allocated to such
                           Participant's accounts under two (2) or more plans or
                           arrangements described in Code section 401(k) that
                           are maintained by the Employer or an Affiliated
                           Employer shall be determined as if all such Elective
                           Deferrals (and, if applicable, such Qualified
                           Elective Contributions) were made under a single
                           arrangement. If a Highly Compensated Employee
                           participates in two (2) or more cash or deferred
                           arrangements that have different plan years, all cash
                           or deferred arrangements ending with or within the
                           same calendar year shall be treated as a single
                           arrangement.

                  5.       For purposes of the Actual Deferral Percentage test,
                           Elective Deferrals and Qualified Elective
                           Contributions must be made before the last day of the
                           twelve (12) month period immediately following the
                           Plan Year to which contributions relate. The Employer
                           shall maintain records sufficient to demonstrate
                           satisfaction of the Actual Deferral Percentage test
                           and the amount of Qualified Elective Contributions
                           used in such test.

                  6.       The determination and treatment of the Elective
                           Deferrals, Qualified Elective Contributions and
                           Actual Deferral Percentage of any Participant shall
                           satisfy such other

                                      -38-
<PAGE>

                           requirements as may be prescribed by the Secretary of
                           the Treasury, including, but not limited to, the
                           requirement that the amount of the Nonelective
                           Contributions, including the Qualified Nonelective
                           Contributions, satisfies Code section401(a)(4), and
                           the requirement that the amount of the Nonelective
                           Contributions, excluding the Qualified Nonelective
                           Contributions and those Nonelective Contributions
                           treated as Matching Contributions for purposes of the
                           Actual Contribution Percentage test, below, satisfies
                           Code section 401(a)(4).

         C.       Adjustment For Excessive Allocations.
                  ------------------------------------

                  In the event that the initial allocations of the Employer's
                  contributions made pursuant to the Employer
                  Contributions-Elective Contributions article does not satisfy
                  one of the Actual Deferral Percentage tests, then the
                  Employer's Contributions shall be adjusted pursuant to the
                  options set forth below:

                  1.       Each Highly Compensated Employee, beginning with the
                           Participant with the largest amount of Elective
                           Contributions, shall have such Participant's portion
                           of the Excess Contributions (and any earnings
                           attributable to such excess) distributed to such
                           Participant until one of the Actual Deferral
                           Percentage tests is satisfied in the manner provided
                           in the Treasury Regulations. Excess Contributions
                           that are to be distributed shall be distributed on or
                           before the fifteenth day of the third month following
                           the end of each Plan Year if administratively
                           feasible, but in no event later than the close of the
                           following Plan Year.

                  2.       The amount of Excess Contributions to be distributed
                           under this paragraph shall be reduced by any Excess
                           Elective Deferral, below, previously distributed to
                           the Participant for the Participant's taxable year
                           ending with or within the Plan Year.

                  3.       Elective Contributions reduced under this paragraph
                           shall not be eligible for Employer Matching
                           Contributions.

                           Excess Contributions shall be treated as Annual
                           Additions under the Plan.

                                      -39-
<PAGE>

                  4.       Excess Contributions that are distributed to the
                           Participant shall be adjusted for any income or loss.
                           The income or loss allocable to Excess Contributions
                           is calculated as follows:

                           a.       Income or loss allocable to the
                                    Participant's Elective Account (and, if
                                    applicable, the Qualified Nonelective
                                    Account or the Qualified Matching Account or
                                    both) for the Plan Year multiplied by a
                                    fraction, the numerator of which is such
                                    Participant's Excess Contributions for the
                                    Plan Year and the denominator of which is
                                    the Participant's Account balance(s)
                                    attributable to Elective Deferrals (and
                                    Qualified Elective Contributions if any of
                                    such contributions are included in the
                                    Actual Deferral Percentage test) as of the
                                    beginning of such Plan Year; and

                           b.       Income or loss allocable to the period
                                    between the end of the Plan Year and the
                                    date of distribution shall be disregarded in
                                    determining income or loss.

                  5.       Excess Contributions shall be distributed from the
                           Participant's Elective Account and Qualified Matching
                           Account (if applicable) in proportion to the
                           Participant's Elective Deferrals and Qualified
                           Matching Contributions (to the extent used in the
                           Actual Deferral Percentage test) for the Plan Year.
                           Excess Contributions shall be distributed from the
                           Participant's Qualified Nonelective Account only to
                           the extent that such Excess Contributions exceed the
                           balance in the Participant's Elective Account and
                           Qualified Matching Account.

                  6.       A portion of the Nonelective Contributions or
                           Matching Contributions shall be deemed a Qualified
                           Nonelective Contribution or a Qualified Matching
                           Contribution and shall be reallocated to the Accounts
                           of those Nonhighly Compensated Employees whose
                           Compensation tests in ascending order from the lowest
                           testing Compensation to the testing Compensation
                           needed to pass the Actual Deferral Percentage test in
                           the amounts necessary to satisfy the Actual Deferral
                           Percentage test.

                                      -40-
<PAGE>

6.06.    Maximum Amount Of Elective Deferrals.
         ------------------------------------

         No Employee shall be permitted to have Elective Deferrals during any
         calendar year in excess of twelve thousand dollars ($12,000) or such
         larger amount as provided by the Secretary of the Treasury. All
         Employees who are eligible to make Elective Deferrals under this Plan
         and who have attained age fifty (50) before the close of the Plan Year
         shall be eligible to make Catch-Up Contributions in accordance with,
         and subject to the limitations of, Code section 414(v). Such Catch-Up
         Contributions shall not be taken into account for purposes of the
         provisions of the Plan implementing the required limitations of Code
         sections 402(g) and 415. The Plan shall not be treated as failing to
         satisfy the provisions of the plan implementing the requirements of
         Plan Code sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416,
         as applicable, by reason of the making of such Catch-Up Contributions.
         If an Employee's Elective Deferrals for a year would be more than the
         amount permitted (Excess Elective Deferral), the following shall apply:

         A.       Any direction for such Excess Elective Deferral shall be
                  invalid and the directed deferral shall not be made.

         B.       A Participant may withdraw all or part of any Excess Elective
                  Deferral by notice in accordance with rules established by the
                  Plan Administrator. A Participant's withdrawal shall be
                  reduced by the amount of any Excess Contributions previously
                  distributed.

         C.       If an Excess Elective Deferral occurs because of combined
                  Elective Deferrals under this Plan and another plan, the
                  Participant may withdraw the excess only if the following
                  conditions are satisfied:

                  1.       The Participant notifies the Plan Administrator of
                           the Excess Elective Deferral by March 1 following the
                           close of the year, unless the Plan Administrator
                           waives the deadline.

                  2.       The notice specifies how much of the Excess Elective
                           Deferral is to be withdrawn from this Plan.

                  3.       Other applicable rules of the Plan Administrator are
                           followed.

         D.       A Participant may assign to this Plan any Excess Elective
                  Deferrals made during a taxable year of the Participant by
                  notifying

                                      -41-
<PAGE>

                  the Plan Administrator on or before March 1 following the
                  close of the year, unless the Plan Administrator waived the
                  deadline, of the amount of the Excess Elective Deferrals to be
                  assigned to the Plan.

         E.       Notwithstanding any other provision of the Plan, Excess
                  Elective Deferrals, plus any income and minus any also
                  allocable thereto, shall be distributed no later than April 15
                  to any Participant to whose account Excess Elective Deferrals
                  were assigned for the preceding year and who claims Excess
                  Elective Deferrals for such taxable year.

         F.       Excess Elective Deferrals shall be treated as Employer
                  contributions for all purposes under the Code; provided,
                  however, that:

                  1.       Excess Elective Deferrals of Nonhighly Compensated
                           Employees shall not be taken into account under the
                           Actual Deferral Percentage test; and

                  2.       Excess Elective Deferrals shall not be treated as
                           Annual Additions under the Plan to the extent
                           distributed in accordance with this paragraph.

         G.       The amount of Excess Elective Deferrals that may be
                  distributed with respect to a Participant for a taxable year
                  shall be reduced by any Excess Contributions, above,
                  previously distributed to the Participant for the Plan Year
                  beginning with or within the taxable year.

         H.       Excess Elective Deferrals that are distributed to the
                  Participant shall be adjusted for the income allocable to the
                  Excess Elective Deferrals, which shall be the sum of the
                  allocable gain or loss for the taxable year of the
                  Participant. The income allocable to Excess Elective Deferrals
                  is calculated as follows:

                  1.       The income for the taxable year allocable to the
                           Participant's Elective Account multiplied by a
                           fraction, the numerator of which is such
                           Participant's Excess Elective Deferrals for the
                           taxable year and the denominator of which is the sum
                           of the Participant's account balance attributable to
                           Elective Deferrals as of the beginning of the taxable
                           year plus the Participant's Elective Deferrals for
                           the taxable year; and

                                      -42-
<PAGE>

                  2.       Income or loss allocable to the period between the
                           end of the Plan Year and the date of distribution
                           shall be disregarded in determining income or loss.

6.07.    Nondiscrimination Test For Matching Contributions.
         -------------------------------------------------

         A.       Special Definitions.
                  -------------------

                  For purposes of this paragraph, the following definitions
                  shall apply:


                  1.       Actual Contribution Percentage.
                           ------------------------------

                           "Actual Contribution Percentage" means the average
                           (expressed as a percentage) of the Contribution
                           Percentages of the Participants in a group.

                  2.       Contribution Percentage
                           -----------------------

                           "Contribution Percentage" means the ratio (expressed
                           as a percentage) of the sum of the Participant's
                           Contribution Percentage Amounts to the Participant's
                           Compensation for the Plan Year (whether or not the
                           Employee was a Participant for the entire Plan Year).

                  3.       Contribution Percentage Amounts.
                           -------------------------------

                           "Contribution Percentage Amounts" means the Employer
                           Matching Contributions (to the extent taken into
                           account for purposes of the Actual Contribution
                           Percentage test) made under the Plan on behalf of the
                           Participant for the Plan Year. Such Contribution
                           Percentage Amounts shall include forfeitures of
                           Excess Aggregate Contributions or Matching
                           Contributions allocated to the Participant's Account
                           which shall be taken into account in the year in
                           which such forfeitures are allocated. The Employer
                           shall include Qualified Matching and Nonelective
                           Contributions in the Contribution Percentage Amounts
                           and Elective Deferrals in the Contribution Percentage
                           Amounts so long as the Actual Deferral Percentage
                           test is met before the Elective Deferrals are used in
                           the Actual Contribution Percentage test and continues
                           to be met following the exclusion of those Elective
                           Deferrals that are used to meet the Actual
                           Contribution Percentage test. The amount of such

                                      -43-
<PAGE>

                           Qualified Matching and Nonelective Contributions and
                           Elective Deferrals so used shall be such amounts as
                           are needed to meet the Actual Contribution Percentage
                           test.

                  4.       Excess Aggregate Contributions.
                           ------------------------------

                           "Excess Aggregate Contributions" means with respect
                           to any Plan Year, the excess of:

                           a.       The aggregate amount of the Matching
                                    Contributions and Excess Contributions made
                                    on behalf of the Highly Compensated Employee
                                    group for such Plan Year, over.

                           b.       The maximum amount of such contributions
                                    permitted under the Actual Contribution
                                    Percentage test.

                           The amount of Excess Aggregate Contributions with
                           respect to any Plan Year shall be determined after
                           first determining and correcting the Excess
                           Contributions in accordance with the Maximum Amount
                           Of Elective Deferrals article and the Adjustment For
                           Excessive Allocations article.

         B.       Actual Contribution Percentage Test.
                  -----------------------------------

                  1.       The Actual Contribution Percentage for eligible
                           Highly Compensated Employees for such Plan Year shall
                           not exceed the greater of:

                           a.       One hundred twenty-five percent (125%) of
                                    the Actual Contribution Percentage for all
                                    other eligible Employees for the current
                                    Plan Year; or

                           b.       The lesser of:

                                    (1)      Two hundred percent (200%) of the
                                             Actual Contribution Percentage for
                                             all other eligible Employees for
                                             the current Plan Year; or

                                    (2)      The Actual Contribution Percentage
                                             for all other eligible Employees
                                             for the current Plan Year plus two
                                             percent (2%).

                                      -44-
<PAGE>

                  2.       This Plan is using the current year testing method
                           for purposes of the Average Contribution Percentage
                           Test.

                  3.       The Actual Contribution Percentage of the Highly
                           Compensated Employees will be reduced (beginning with
                           such Highly Compensated Employee whose Actual
                           Contribution Percentage is the highest) so that the
                           limit is not exceeded. The amount by which each
                           Highly Compensated Employee's Contribution Percentage
                           Amounts is reduced shall be treated as an Excess
                           Aggregate Contribution.

                  4.       In the event that this Plan satisfies the
                           requirements of Code section 401(a)(4), 401(m) or
                           410(b), only if aggregated with one (1) or more other
                           plans, of if one or more other plans satisfy the
                           requirements of Code section410(b) only if aggregated
                           with this Plan, then the Actual Contribution
                           Percentage test shall be applied by determining the
                           Contribution Percentages of the Employees as if all
                           such plans were a single plan. Plans may be
                           aggregated in order to satisfy Code section 401(m)
                           only if they have the same Plan Year.

                  5.       The Contribution Percentage for any Highly
                           Compensated Employee for the Plan Year who is
                           eligible to receive Matching Contributions, Qualified
                           Matching Contributions or Qualified Nonelective
                           Contributions, or Elective Deferrals allocated to
                           such Participant's account under two (2) or more
                           plans described in Code section401(a) or arrangements
                           described in Code section401(k)) that are maintained
                           by the Employer or an Affiliated Employer shall be
                           determined as if all such contributions and Elective
                           Deferrals were made under a single plan. If a Highly
                           Compensated Employee participates in two (2) or more
                           cash or deferred arrangements that have different
                           plan years, all cash or deferred arrangements ending
                           with or within the same calendar year shall be
                           treated as a single arrangement.

                  6.       For purposes of the Actual Contribution Percentage
                           test, Matching Contributions, Qualified Matching
                           Contributions and Qualified Nonelective Contributions
                           will be considered made for a Plan Year if made no
                           later than the end of the twelve (12) month period
                           beginning on the day after the

                                      -45-
<PAGE>

                           close of the Plan Year. The Employer shall maintain
                           records sufficient to demonstrate satisfaction of the
                           Actual Contribution Percentage test and the amount of
                           Qualified Nonelective Contributions and Qualified
                           Matching Contributions used in such test.

                  7.       The determination and treatment of the Contribution
                           Percentage of any Participant shall satisfy such
                           other requirements as may be prescribed by the
                           Secretary of the Treasury.

         C.       Adjustment For Excessive Contribution Percentage.
                  ------------------------------------------------

                  1.       In the event that the Plan shall fail to satisfy the
                           Actual Contribution Percentage test in any Plan Year,
                           then the Plan Administrator shall direct the Trustee
                           to distribute the amount of the Excess Aggregate
                           Contributions, plus any income and minus any loss
                           allocable thereto, to the Highly Compensated Employee
                           group or, if the amount is forfeitable, forfeit such
                           Excess Aggregate Contributions. Such distribution or
                           forfeiture shall be made on behalf of the Highly
                           Compensated Employee group in order of their
                           Contribution Percentages beginning with the highest
                           of such percentages in the manner provided in the
                           Treasury Regulations. Forfeitures of Excess Aggregate
                           Contributions shall be allocated after all other
                           forfeitures under the Plan in the same manner as
                           designated in the Forfeitures article. However, no
                           such forfeiture shall be allocated to a Highly
                           Compensated Employee whose contributions are reduced
                           pursuant to this paragraph. Excess Aggregate
                           Contributions shall be distributed or forfeited on or
                           before the fifteenth day of the third month following
                           the end of the Plan Year if administratively
                           feasible, but in no event later than the close of the
                           following Plan Year.

                  2.       Notwithstanding any other provision of this Plan,
                           Excess Aggregate Contributions, plus any income and
                           minus any loss allocable thereto, shall be forfeited,
                           or if not forfeitable, distributed, no later than the
                           last day of each Plan Year to Participants to whose
                           accounts such Excess Aggregate Contributions were
                           allocated for the preceding Plan Year.

                                      -46-
<PAGE>

                  3.       Excess Aggregate Contributions shall be treated as
                           Annual Additions under the Plan.

                  4.       Excess Aggregate Contributions shall be adjusted for
                           any income or loss up to the date of distribution.
                           The income or loss allocable to Excess Aggregate
                           Contributions is calculated as follows:

                           a.       Income or loss allocable to the
                                    Participant's Matching Account (if any, and
                                    if all amounts therein are not used in the
                                    Actual Deferral Percentage test) and, if
                                    applicable, Qualified Nonelective Account
                                    and Elective Account for the Plan Year
                                    multiplied by a fraction, the numerator of
                                    which is such Participant's Excess Aggregate
                                    Contributions for the Plan Year and the
                                    denominator of which is the Participant's
                                    account balance(s) attributable to
                                    Contribution Percentage Amounts as of the
                                    beginning of such Plan Year; and

                           b.       Income or loss allocable to the period
                                    between the end of the Plan Year and the
                                    date of distribution should be disregarded
                                    in determining income or loss.

                  5.       Forfeitures of Excess Aggregate contributions shall
                           be reallocated to the accounts of Nonhighly
                           Compensated Employees.

                  6.       Excess Aggregate Contributions shall be forfeited, if
                           forfeitable, or distributed on a pro rata basis from
                           the Participants Matching Account, and Qualified
                           Matching Account (and, if applicable, the
                           Participants Qualified Nonelective Account, or both).

                       ARTICLE 7. VESTING AND FORFEITURES

7.01.    Full Vesting.
         ------------

         A.       A Participant shall become one hundred percent (100%) Vested
                  in the full amount credited to the Participant's Nonelective
                  Account and Matching Account when the Participant attains
                  Normal

                                      -47-
<PAGE>

                  Retirement Age, or terminates employment with the Employer by
                  reason of death.

         B.       A Participant shall be fully Vested at all times in the
                  Participant's Elective Account, Qualified Matching
                  Contributions and Qualified Nonelective Contributions that are
                  treated as Elective Contributions, Catch-Up Account and
                  Rollover Account.

7.02.    Partial Vesting-Matching and Nonelective Accounts.
         -------------------------------------------------

         Prior to the time that a Participants' Matching Account and
         Nonelectiive Account become one hundred percent (100%) vested pursuant
         to the Full Vesting article above, the Participants' Matching Accounts
         and Nonelective Accounts shall become Vested as follows:

                    ---------------------------------------
                    |                                     |
                    |    Years of                Percent  |
                    |    Service                  Vested  |
                    |-------------------------------------|
                    |      0                        0%    |
                    |-------------------------------------|
                    |      1                       25%    |
                    |-------------------------------------|
                    |      2                       50%    |
                    |-------------------------------------|
                    |      3                       75%    |
                    |-------------------------------------|
                    |      4                      100%    |
                    ---------------------------------------

7.03.    Years Of Service.
         ----------------

         A.       An Employee shall be credited with Years Of Service as
                  follows:

                  1.       An Employee shall be credited with one (1) Year of
                           Service for each Vesting Computation Period in which
                           an Employee performs one thousand (1,000) Hours of
                           Service.

                  2.       An Employee who is absent from work for maternity or
                           paternity leave reasons shall be credited for
                           purposes of this article with Service as described in
                           the Service article from the date she was first
                           absent from work to the earlier of the anniversary of
                           that date or the date she again performs an Hour of
                           Service for the Company.

                  3.       If an Employee's Service terminates prior to his
                           earning any vested percentage, once the Participant
                           has incurred five (5) consecutive one (1) year Breaks
                           in Service, his Service

                                      -48-
<PAGE>

                           prior to such termination shall be disregarded for
                           vesting purposes in the event of a renewal of
                           Service.

                  4.       In the case of an Employee who incurs a one (1) year
                           Break in Service followed by a renewal of Service,
                           Service prior to the one (1) year Break in Service
                           shall be excluded for purposes of vesting in the
                           Account established after Service has been renewed
                           until he has completed one (1) Year of Service
                           subsequent to his renewal of Service.

                  5.       In the case of an Employee who has five (5)
                           consecutive one (1) year Breaks in Service followed
                           by a renewal of Service, all Years of Service after
                           such break in Service shall be disregarded for
                           purposes of determining the vested percentage of the
                           Participant's Company Account attributable to
                           allocations made for Fiscal Years prior to such break
                           in Service.

                  6.       Only Employees who were employees of Yolo Community
                           Bank as of August 31, 2004, prior to the merger of
                           Yolo Community Bank into the new Yolo Community Bank,
                           a wholly-owned subsidiary of North Valley Bancorp,
                           shall have Service with Yolo Community Bank prior to
                           September1, 2004 count for determining Years of
                           Service for vesting purposes under the Plan.

                  7.       All Employees who participated in the Six Rivers Plan
                           on the day before the October 12, 2000 acquisition of
                           Six Rivers National Bank by North Valley Bancorp
                           shall have service with Six Rivers National Bank
                           prior to October 12, 2000 count for vesting purposes
                           under the Plan.

7.04.    Forfeitures.
         -----------

         A.       Vested Percentage.
                  -----------------

                  The Participant's Vested percentage in the Participant's
                  Nonelective Account and Matching Account shall be determined
                  by the Participant's place on the vesting schedule at the date
                  of the Participant's Severance From Employment.

                                      -49-
<PAGE>

         B.       Time Of Forfeiture.
                  ------------------

                  The forfeiture of that portion of a Participant's Nonelective
                  Account and Matching Account in which the Participant is not
                  Vested shall occur as of the last day of the Plan Year
                  following, or coincident with, the earlier of:

                  1.       The distribution of the entire Vested portion of the
                           Participant's Nonelective Account and Matching
                           Account; or

                  2.       The last day of the Plan Year in which the
                           Participant incurs five (5) consecutive one (1) year
                           Periods Of Severance.

                  If the Participant had no Vested right to any portion of the
                  Participant's Account at the time of the Participant's
                  Severance From Employment, the preceding sentence shall apply
                  as if a distribution of the Participant's Nonelective Account
                  and Matching Account occurred on the date of the Participant's
                  Severance From Employment. If the Participant has been
                  reemployed prior to the time of reallocation, no forfeiture
                  shall occur and all Periods of Service prior to the Periods Of
                  Severance shall count on the vesting schedule.

         C.       Allocation Of Forfeitures.
                  -------------------------

                  Amounts which are forfeited shall be applied pursuant to the
                  Application of Forfeitures article, above.

7.05.    Effect of Certain Distributions.
         -------------------------------

         A.       For purposes of determining a Participant's Vested interest in
                  the Participant's Account derived from Employer contributions
                  attributable to years prior to the distribution hereinafter
                  described, Periods of Service shall not include service with
                  respect to which the Participant has received, or is deemed to
                  have received, distribution of the Participant's entire Vested
                  Account, made on account of the Participant's Severance From
                  Employment, in an amount not in excess of or in any amount
                  which the Participant elected to receive. If such a
                  Participant did not have a Vested right to all of the
                  Participant's Account and is later reemployed by the Employer
                  before the close of the first period of five (5) consecutive
                  one (1) year Periods Of Severance commencing after the
                  Participant's Severance From Employment, the Participant's

                                      -50-
<PAGE>

                  forfeited Account shall be reinstated, unadjusted by any gains
                  or losses occurring subsequent to the Valuation Date or other
                  valuation date preceding the Participant's Severance From
                  Employment providing the Participant repays the amount that
                  was previously distributed to him (without interest) within
                  five (5) years after reemployment. The source for such
                  reinstatement shall first be any forfeitures occurring during
                  the year. If such source is insufficient, then the Employer
                  shall contribute an amount which is sufficient to restore any
                  such forfeited Accounts; provided, however, that if a
                  discretionary contribution is made for such year pursuant to
                  the Employer Contributions-Nonelective Contributions article
                  above, such contribution shall first be applied to restore any
                  such Accounts and the remainder shall be allocated in
                  accordance with the Allocation Of Employer Nonelective
                  Contributions article above.

         B.       For purposes of this Effect of Certain Distributions article,
                  if the value of a terminated Participant's Vested portion of
                  the Account is zero (0), the terminated Participant shall be
                  deemed to have received a distribution of such Vested portion
                  of the Account upon Severance From Employment.

7.06.    Amendments to Vesting Schedule.
         ------------------------------

         A.       Amendment.
                  ---------

                  If the Plan's vesting schedule set forth in the Partial
                  Vesting article, above, is amended or if the Plan is amended
                  in any way that directly or indirectly affects the computation
                  of a Participant's nonforfeitable percentage, or if the Plan
                  is deemed amended by an automatic change to or from a Top
                  Heavy vesting schedule, each Participant with at least three
                  (3) Periods of Service with the Employer may elect within a
                  reasonable period (known as the Election Period, and described
                  in the Election Period article, below) after the adoption of
                  the amendment or change, to have such Participant's
                  nonforfeitable percentage computed under the Plan without
                  regard to such amendment or change.

         B.       Election Period.
                  ---------------

                  The election period shall begin when the Plan amendment is
                  adopted, and end on the latest of the following dates:

                                      -51-
<PAGE>

                  1.       The date which is sixty (60) days after the date on
                           which the Plan amendment is adopted;

                  2.       The date which is sixty (60) days after the Plan
                           amendment becomes effective; or

                  3.       The date which is sixty (60) days after the day on
                           which the Participant is issued written notice of the
                           Plan amendment by the Employer or Plan Administrator.

         C.       Service Requirements.
                  --------------------

                  A Participant shall be considered to have completed five (5)
                  Periods of Service if the Participant has completed three (3)
                  Periods of Service prior to the expiration of the election
                  period.

         D.       Election Only by Participant.
                  ----------------------------

                  The election is available only to an individual who is a
                  Participant in the Plan at the time the election is made.

         E.       Irrevocable Election.
                  --------------------

                  Such election shall be irrevocable.

         F.       No Effect on Vested Rights.
                  --------------------------

                  Such amendment shall not reduce the Vested percentage of a
                  Participant's Account under the preamendment vesting schedule
                  as of the later of the date on which such amendment is adopted
                  or the effective date of such amendment.

7.07.    No Divestment for Cause.
         -----------------------

         Except as hereafter provided in the Lost Beneficiary article, below,
         this Plan does not permit divestment for cause. No Vested benefit
         provided hereunder to a Participant or Beneficiary shall be forfeited
         or divested for any reason or cause whatsoever, including withdrawal of
         a Participant's contributions or earnings thereon.

7.08.    Lost Beneficiary.
         ----------------

         If, according to the records of the Plan, a Participant or Beneficiary
         has reached Normal Retirement Age and has not made a claim for
         benefits,

                                      -52-
<PAGE>

         the Participant's or Beneficiary's Vested Account balance shall be held
         until the end of the Plan Year after the Participant's Normal
         Retirement Age, at which time it shall be forfeited pursuant to the
         provisions of the Forfeitures article, above; provided, however, that
         if a claim is later made by the Participant or Beneficiary for the
         forfeited benefit, the Employer will reinstate the amount of the Vested
         Account balance that had been forfeited, unadjusted by any gains or
         losses attributable to such amount.

                          ARTICLE 8. PARTICIPANT LOANS

8.01.    Participant Loans.
         -----------------

         A.       Authorization for Participant Loans; Participant Loan Rules.
                  -----------------------------------------------------------

                  Loans to Participants shall only be permitted pursuant to the
                  terms and conditions set forth in this article and any other
                  nondiscriminatory rules established by the Plan Administrator.
                  All loan limits are determined as of the date the Trustee
                  reserves funds for the loan. The funds will be disbursed to
                  the Participant as soon as is administratively feasible after
                  all required documents have been completed and a sufficient
                  portion of the Participant's Account has been liquidated, if
                  necessary.

         B.       Loan Funding Limits.
                  -------------------

                  The loan amount must meet the following limits:

                  1.       Plan Minimum Limit.
                           ------------------

                           The minimum amount for any loan is one thousand
                           dollars ($1,000).

                  2.       Legal Maximum Limit.
                           -------------------

                           The maximum a Participant may borrow, including the
                           outstanding balance of existing loans, is based upon
                           such Participant's Vested interest in this Plan and
                           all other qualified plans maintained by an Affiliated
                           Employer (the "Vested Interest"). The maximum amount
                           is equal to fifty percent (50%) of Vested Interest,
                           not to exceed fifty thousand dollars ($50,000).
                           However, the fifty thousand dollar ($50,000) amount
                           is reduced by the Participant's highest outstanding
                           balance of all loans from any Affiliated Employer's
                           qualified plans during the twelve (12) month

                                      -53-
<PAGE>

                           period ending on the date before the date on which
                           the loan is made.

                  3.       Source of Loan Funding.
                           ----------------------

                           A loan to a Participant shall be made solely from the
                           assets of such Participant's own Account(s) and all
                           interest paid shall be credited to said Account.

                  4.       Interest Rate.
                           -------------

                           The interest rate charged on Participant loans shall
                           be the Prime rate plus one percent (1%).

                  5.       Repayment.
                           ---------

                           Substantially level amortization shall be required of
                           each loan with payments made at least monthly,
                           through payroll deduction, provided that payment can
                           be made by check for advance loan payments, or when a
                           Participant is on a leave of absence or transferred
                           to the employ of an Affiliated Employer which is not
                           participating in the Plan. Loans may be prepaid in
                           full or in part at any time. The loan repayment
                           period shall be as mutually agreed upon by the
                           Participant and the Plan Administrator, not to exceed
                           five (5) years. However, the term may be for any
                           period not to exceed fifteen (15) years if the
                           purpose of the loan is to acquire the Participant's
                           principal residence.

                  6.       Loan Application, Note and Security.
                           -----------------------------------

                           A Participant shall apply for any loan in accordance
                           with the procedures established by the Plan
                           Administrator. The Plan Administrator shall
                           administer Participant loans and shall specify the
                           time frame for approving loan applications. All loans
                           shall be evidenced by a promissory note and secured
                           only by a Participant's Account balance. The Plan
                           shall have a lien on fifty percent (50%) of a
                           Participant's Account to the extent of any
                           outstanding loan balance.

                                      -54-
<PAGE>

                  7.       Default, Suspension and Call Feature.
                           ------------------------------------

                           a.       Default.
                                    -------

                                    A loan is treated as a default if any
                                    scheduled loan payment is not made by the
                                    end of the calendar quarter following the
                                    due date for such payment, provided that the
                                    Administrator may agree to a suspension of
                                    loan payments for up to twelve (12) months
                                    for a Participant who is on a leave of
                                    absence. A Participant shall then have
                                    thirty (30) days from the time such
                                    Participant receives written notice of the
                                    default and a demand for past due amounts to
                                    cure the default before it becomes final.

                           b.       Actions Upon Default.
                                    --------------------

                                    In the event of default, the Plan
                                    Administrator may direct the Trustee to
                                    execute upon its security interest in the
                                    Participant's Account by deducting the
                                    unpaid loan balance from the Account,
                                    including interest to the date of default
                                    and report the default as a taxable
                                    distribution. As soon as a Plan withdrawal
                                    or distribution to such Participant would
                                    otherwise be permitted, the Administrator
                                    may instruct the Trustee to distribute the
                                    note to the Participant.

                           c.       Call Feature.
                                    ------------

                                    The Plan Administrator shall have the right
                                    to call any Participant loan once employment
                                    with the Employer terminates.

                                      -55-
<PAGE>

                        ARTICLE 9. TOP HEAVY PLAN RULES

9.01.    Special Definitions.
         -------------------

         For purposes of this article, the following definitions shall apply:

         A.       Aggregation Group.
                  -----------------

                  "Aggregation Group" means either a Required Aggregation Group
                  or a Permissive Aggregation Group.

                  1.       "Required Aggregation Group" means each qualified
                           plan of the Employer in which at least one (1) Key
                           Employee is a participant, in the Plan Year
                           containing the Determination Date and each other plan
                           of the Employer which enables any plan of the
                           Employer in which a Key Employee is a participant to
                           meet the requirements of Code section401(a)(4) or
                           410. A terminated qualified plan shall be aggregated
                           with other plans of the Employer if the terminated
                           plan was maintained within the last five (5) years
                           ending on the Determination Date and would, but for
                           the fact that it terminated, be part of a Required
                           Aggregation Group.

                  2.       "Permissive Aggregation Group" means the Required
                           Aggregation Group and any plan of the Employer which
                           is not in the Required Aggregation Group but which
                           the Employer elects as included in the Required
                           Aggregation Group; provided, however, that the
                           resulting group, taken as a whole, would continue to
                           meet the requirements of Code section401(a)(4) and
                           410.

         B.       Determination Date.
                  ------------------

                  "Determination Date" means, with respect to any Plan Year, the
                  last day of the preceding Plan Year, or, in the case of the
                  first Plan Year, the last day of such Plan Year.

         C.       Key Employee.
                  ------------

                  Key Employee means any Employee or former Employee (including
                  any deceased Employee) who at any time during the Plan Year
                  that includes the Determination Date was an officer of

                                      -56-
<PAGE>

                  the Employer having annual Compensation greater than one
                  hundred and thirty thousand dollars ($130,000) (as adjusted
                  under Code section416(i)(1)), a five (5%) percent owner of the
                  Employer, or a one percent (1%) owner of the Employer having
                  Annual Compensation of more than one hundred and fifty
                  thousand dollars ($150,000). For this purpose, annual
                  compensation means compensation within the meaning of Code
                  section 415(c)(3). The determination of who is a Key Employee
                  will be made in accordance with Code section416(i)(1) and the
                  applicable regulations and other guidance of general
                  applicability issued thereunder.

         D.       Nonkey Employee.
                  ---------------

                  "Nonkey Employee" means any Employee or former Employee (and
                  the Employee's Beneficiaries) who is not a Key Employee.

         E.       Top Heavy Group.
                  ---------------

                  "Top Heavy Group" means any Aggregation Group if, as of the
                  Determination Date, the sum of:

                  1.       The present value of Accounts of the Key Employees
                           under all defined benefit plans included in the
                           group, and

                  2.       The accounts of the Key Employees under all defined
                           contribution plans included in the group,

                  exceeds sixty percent (60%) of a similar sum determined for
                  all Employees.

         F.       Top Heavy Plan Year.
                  -------------------

                  "Top Heavy Plan Year" means a Plan Year for which the Plan is
                  determined to be top heavy.

         G.       Total Compensation.
                  ------------------

                  "Total Compensation" means "Total Compensation" as defined in
                  the Total Compensation paragraph under the Limitation On
                  Contributions And Benefits article, above.

                                      -57-
<PAGE>

 9.02.   Determination Of Top Heavy Status.
         ---------------------------------

         A determination shall be made each Plan Year as to whether the Plan is
         a "Top Heavy Plan" for such Plan Year as follows:

         A.       The Plan shall be a Top Heavy Plan for any Plan Year if, as of
                  the Determination Date, the present value of Accounts or the
                  sum of the accounts of the Key Employees under this Plan and
                  any plan of an Aggregation Group, exceeds sixty percent (60%)
                  of:

                  1.       The present value of Accounts, or

                  2.       The sum of the accounts of all Employees,

                  under this Plan and any Plan of an Aggregation Group.

         B.       Notwithstanding the preceding subparagraph, in the case of a
                  Required Aggregation Group, each plan in the group will be
                  considered a Top Heavy Plan if the Required Aggregation Group
                  is a Top Heavy Group; no plan in the group will be considered
                  a Top Heavy Plan if the Required Aggregation Group is not a
                  Top Heavy Group.

         C.       Notwithstanding the preceding subparagraphs, in the case of a
                  Permissive Aggregation Group, only a plan that is part of the
                  Required Aggregation Group will be considered a Top Heavy Plan
                  if the Permissive Aggregation Group is a Top Heavy Group; no
                  plan in the Permissive Aggregation Group will be considered a
                  Top Heavy Plan if the Permissive Aggregation Group is not a
                  Top Heavy Group.

9.03.    Benefits Taken Into Account.
         ---------------------------

         For purposes of determining Accounts under this article:

         A.       Plan distributions made within the Plan Year that includes the
                  Determination shall be taken into account; however, in the
                  case of distributions made after the Valuation Date and prior
                  to the Determination Date, such distributions are not included
                  as such to the extent that they are already included in
                  determining Accounts or Accounts as of the Valuation Date.
                  This subparagraph shall also apply to distributions under a
                  terminated plan that if it had not been terminated would have
                  been required to be

                                      -58-
<PAGE>

                  included in the Aggregation Group. However, in the case of a
                  distribution made for a reason other than Severance From
                  Employment, death, or disability, distributions made within
                  the Plan Year that includes the Determination Date, or within
                  the four (4) preceding Plan Years shall be taken into account.

         B.       In the case of unrelated rollovers (both initiated by the
                  Employee and made from a plan maintained by one employer to a
                  plan maintained by another employer), the plan providing the
                  distributions shall include such distributions and the plan
                  accepting the distribution shall include the distribution.

         C.       If any individual is a Nonkey Employee with respect to any
                  plan for any Plan Year, but such individual was a Key Employee
                  with respect to such plan for any prior Plan Year, then the
                  Accounts for such individual shall not be taken into account.

         D.       If any individual has not performed services for any Employer
                  maintaining the Plan at any time during the one (1) year
                  period ending on the Determination Date, any Account for, and
                  the Account of, such individual shall not be taken into
                  account.

         E.       The Account of any Nonkey Employee shall be determined under
                  the method which is used for accrual purposes for all plans of
                  the Employer, or, if there is no such method, as if such
                  benefit accrued not more rapidly than the slowest accrual rate
                  permitted under Code section411(b)(1)(C).

9.04.    Minimum Benefits.
         ----------------

         Notwithstanding any other provision of this Plan, if the Plan is a Top
         Heavy Plan, then:

         A.       For any Top Heavy Plan Year, the sum of the Employer's
                  contributions and forfeitures allocated to the Participant's
                  Nonelective Account of each Nonkey Employee, who is both a
                  Participant and is employed by the Employer on the last day of
                  the Plan Year, shall be equal to at least three percent (3%)
                  of such Nonkey Employee's Total Compensation; provided,
                  however, that if the sum of the Employer's contributions and
                  forfeitures allocated to the Participant's Nonelective Account
                  of each Key Employee for such Top Heavy Plan Year is less than
                  three percent (3%) of each Key Employee's Total Compensation
                  up to a maximum of two hundred thousand dollars ($200,000) or
                  such larger amount as the Secretary of the Treasury may
                  designate, then the sum of the Employer's contributions and
                  forfeitures allocated to each Nonkey Employee shall be equal
                  to the largest percentage allocated to each Key Employee based
                  upon Total Compensation up to a maximum of two hundred
                  thousand dollars ($200,000) or such larger amount as

                                      -59-
<PAGE>

                  the Secretary of the Treasury may designate, except this
                  provision shall not apply to a plan required to be in an
                  Aggregation Group if such plan enables a defined benefit plan
                  required to be in such group to meet the requirements of Code
                  section 401(a)(4) or Code section 410. Matching Contributions
                  shall be taken into account for purposes of satisfying the
                  minimum three percent (3%) contribution requirements described
                  above. Matching Contributions that are used to satisfy the
                  minimum contribution requirements shall be treated as Matching
                  Contributions for purposes of the Actual Contribution
                  Percentage test and other requirements of Code section 401(m).

         B.       For any Top Heavy Plan Year, the minimum allocations set forth
                  above shall be allocated to each Nonkey Employee who is a
                  Participant even though such Nonkey Employee has failed to
                  complete a Period Of Service.

         C.       The minimum benefit requirement of an Employer contribution
                  consisting of three percent (3%) of Compensation shall be met
                  by contributions to the North Valley Bancorp Employee Stock
                  Ownership Plan.

9.05.    Safe Harbor Plan Exception.
         --------------------------

         The top-heavy requirements of Code section 416 and this Plan Article 9
         shall not apply in any year in which the Plan consists solely of a cash
         or deferred arrangement which meets the requirements of Code
         section401(k)(12) and Matching Contributions with respect to which the
         requirements of Code section 401(m)(11) are met.

                        ARTICLE 10. PAYMENT OF BENEFITS

10.01.   Action Upon Termination of Employment.
         -------------------------------------

         Upon a Participant's Termination of Employment for any reason, the
         Employer shall notify the Trustee and Plan Administrator of the
         terminated Participant's name and address, the date on which the
         Participant's employment terminated, and the reason for such
         termination.

                                      -60-
<PAGE>

10.02.   Measure of Benefits.
         -------------------

         The benefit distributable to a Participant upon Termination of
         Employment, or to the Participant's Beneficiary or Beneficiaries in the
         event of the Participant's death, shall be the value of the
         Participant's Accounts as of the Valuation Date next succeeding (or
         coinciding with) the Participant's Termination of Employment. The
         percentage of Vested interest shall be determined in accordance with
         the Vesting and Forfeitures article upon Termination of Employment;
         provided, however, that a Participant whose participation is terminated
         retroactively in accordance with the Leaves of Absence article, above,
         shall only be entitled to a Vested benefit in the Participant's
         Nonelective Account as of the Valuation Date following the
         Participant's Break in Service.

10.03.   Nonliability.
         ------------

         The Employer does not guarantee the Trust, the Participants or their
         Beneficiaries against loss of or depreciation in value of any right or
         benefit that any of them may acquire under the terms of this Plan. All
         of the benefits payable hereunder shall be paid or provided for solely
         from the Trust Fund.

10.04.   Source of Benefits.
         ------------------

         The amount of benefits payable shall be paid out of the assets
         comprising such Participant's Accounts. The distribution shall be made
         in cash.

10.05.   Mechanics of Payment.
         --------------------

         The Trustee, with respect to any benefit, is authorized to pay benefits
         directly from the Trust Fund.

10.06.   Method of Payment of Benefits.
         -----------------------------

         Upon a Participant's Termination of Employment, the Plan Administrator
         shall determine the Vested amount credited to the Participant's
         Account(s) and after consultation with the Participant or the
         Participant's Beneficiary, the Plan Administrator shall select the
         method of payment of benefits from among the following.

                                      -61-
<PAGE>

         A.       Joint and Survivor Automatic Payment.
                  ------------------------------------

                  (1)      Unless otherwise elected as provided below, a
                           Participant who is married on the Annuity Starting
                           Date shall receive the value of the Participant's
                           benefits in the form of an immediate Qualified Joint
                           and Survivor Annuity. The Participant may elect to
                           have such annuity distributed upon attainment of the
                           earliest retirement age under the Plan.

                  (2)      Any election to waive the Qualified Joint and
                           Survivor Annuity must be made by the Participant in
                           writing during the Election Period and be consented
                           to in writing by the Participant's spouse. Such
                           spouse's written consent must designate a beneficiary
                           or a form of benefits which may not be changed
                           without spousal consent (unless the spousal consent
                           expressly permits designations by the Participant
                           without any requirement of further spousal consent),
                           acknowledge the effect of such election, and be
                           witnessed by a Plan representative or a notary
                           public. Such consent shall not be required if it is
                           established to the satisfaction of the Plan
                           Administrator that the required consent cannot be
                           obtained because there is no spouse, the spouse
                           cannot be located, or other circumstances that may be
                           prescribed by Treasury Regulations. The election made
                           by the Participant and consented to by the
                           Participant's spouse may be revoked by the
                           Participant in writing without the consent of the
                           spouse at any time during the Election Period. Any
                           new election must comply with the requirements of
                           this subparagraph. A former spouse's waiver shall not
                           be binding on a new spouse.

                  (3)      With regard to the election, the Plan Administrator
                           shall provide the Participant, within a reasonable
                           period of time before the Annuity Starting Date (and
                           consistent with Treasury Regulations), a written
                           explanation of:

                           (a)      The terms and conditions of the Qualified
                                    Joint and Survivor Annuity;

                           (b)      The Participant's right to make an election
                                    to waive the Qualified Joint and Survivor
                                    Annuity;

                                      -62-
<PAGE>

                           (c)      The right of the Participant's spouse to
                                    consent to any election to waive the
                                    Qualified Joint and Survivor Annuity; and

                           (d)      The right of the Participant to revoke such
                                    election, and the effect of such revocation.

                  (4)      For purposes of the Qualified Joint and Survivor
                           Annuity, the Election Period means the period of
                           ninety (90) days ending on the Annuity Starting Date.

                  (5)      The Qualified Joint and Survivor Annuity provided in
                           the Joint and Survivor Automatic Payment article
                           shall apply only to Participants who are credited
                           with one (1) Hour of Service on or after August 23,
                           1984. Former Participants, who are not credited with
                           an Hour of Service on or after August 23, 1984, shall
                           be provided with the rights to a joint and survivor
                           annuity in accordance with section 303(e)(1) of the
                           Retirement Equity Act of 1984. The Qualified Joint
                           and Survivor Annuity shall apply to the Participant's
                           benefits derived from both Employer contributions and
                           Employee voluntary contributions, but shall not apply
                           to a rollover account or a voluntary deductible
                           Employee contributions account.

                  (6)      Waiver of the thirty (30) day period. The Annuity
                           Starting Date for a distribution in a form other than
                           a qualified joint and survivor annuity may be less
                           than thirty (30) days after receipt of the written
                           explanation described in the preceding paragraph
                           provided:

                           (a)      The Participant has been provided with
                                    information that clearly indicates that the
                                    Participant has at least thirty (30) days to
                                    consider whether to waive the qualified
                                    joint and survivor annuity and elect (with
                                    spousal consent) to a form of distribution
                                    other than a qualified joint and survivor
                                    annuity;

                           (b)      The Participant is permitted to revoke any
                                    affirmative distribution election at least
                                    until the Annuity Starting Date or, if
                                    later, at any time prior to the expiration
                                    of the seven (7) day period that begins the
                                    day after the explanation of the qualified
                                    joint and survivor annuity is provided to
                                    the Participant; and

                                      -63-
<PAGE>

                           (c)      The Annuity Starting Date is a date after
                                    the date that the written explanation was
                                    provided to the Participant.

                  (7)      For purposes of this Plan, "Annuity Starting Date"
                           means the first day of the first period for which an
                           amount is payable as an annuity, or in the case of a
                           benefit not payable in the form of an annuity, the
                           first day on which all events have occurred which
                           entitled the Participant to such benefit.

         B.       Unmarried Participants.
                  ----------------------

                  Unless otherwise elected, a Participant who is not married on
                  the Annuity Starting Date shall receive the value of the
                  Participant's benefits in the form of a life annuity. An
                  election to waive the life annuity shall comply with the
                  provisions of this Method of Payment of Benefits paragraph as
                  if it were an election to waive the Qualified Joint and
                  Survivor Annuity by a married Participant, but without the
                  spousal consent requirement.

         C.       Option to Elect Other Payout.
                  ----------------------------

                  In the event a Participant duly elects not to receive the
                  retirement benefit in the form of a Qualified Joint and
                  Survivor Annuity, or if such Participant is not married and
                  duly elects not to receive the retirement benefit in the form
                  of a life annuity, or if the Qualified Joint and Survivor
                  Annuity does not apply to the Participant, the Plan
                  Administrator shall direct the Trustee to distribute to the
                  Participant, or the Participant's Beneficiary, any amount to
                  which the Participant is entitled under the Plan in one or
                  more of the following methods as elected by the Participant:

                  (1)      Lump Sum.
                           --------

                           A single lump sum distribution of the Participant's
                           Accrued Benefit in cash or in-kind.

                  (2)      Contract-Term Certain Annuity.
                           -----------------------------

                           The purchase of a nontransferable, fixed variable
                           installment-Contract of such type and from such
                           insurer as Trustee shall select, payable over a
                           guaranteed term of five

                                      -64-
<PAGE>

                           (5), ten (10) or fifteen (15) years to the
                           Participant. The payments shall be substantially
                           equal in amount and shall occur at least annually.

                  (3)      Contract - Life Annuity.
                           -----------------------

                           The purchase of a nontransferable, fixed or variable
                           installment Contract of such type and from such
                           Insurer as the Trustee shall select, payable over the
                           Participant's life expectancy, or the joint life
                           expectancy of the Participant and the Participant's
                           designated Beneficiary. The payments shall be
                           substantially equal in amount and shall occur at
                           least annually.

         D.       If the value of the Participant's Vested benefit does not
                  exceed five thousand dollars ($5,000.00), the Plan
                  Administrator may immediately distribute such benefit without
                  such Participant's consent and without such Participant's
                  spouse's consent. However, a Participant's Vested benefit may
                  not be paid prior to the later of the Participant's attainment
                  of age sixty-two (62) or Normal Retirement Age without the
                  written consent of the Participant and the Participant's
                  spouse if the value exceeds, or has ever exceeded, five
                  thousand dollars ($5,000.00). No distribution may be made
                  under this subparagraph after the Annuity Starting Date unless
                  the Participant and the Participant's spouse (or where the
                  Participant has died, the surviving spouse) consents in
                  writing to such distribution.

         E.       Rollover Contributions Disregarded In Involuntary Cash-Outs.
                  -----------------------------------------------------------

                  For distributions made after December 31, 2001, for purposes
                  of subsection D, above, the value of a Participant's
                  nonforfeitable Account balance shall be determined without
                  regard to that portion of the Account balance that is
                  attributable to Rollover Contributions (and earnings allocable
                  thereto) within the meaning of Code sections 402(c),
                  403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16). If the
                  value of the Participant's nonforfeitable Account balance as
                  so determined is five thousand dollars ($5,000) or less, the
                  plan may immediately distribute the Participant's entire
                  nonforfeitable Account balance.

         F.       Death and other nonretirement benefits payable under the Plan
                  shall be incidental to the primary purpose of the Plan. Thus,
                  distributions to the Participant under the Plan shall be in
                  sufficient

                                      -65-
<PAGE>

                  amounts so that the relationship of a Participant's total
                  benefits under the Plan to the deferred compensation payable
                  to the Participant under the Plan is such that the primary
                  purpose of the Plan is to provide deferred compensation to the
                  Participant, all as defined in the incidental death benefit
                  rules in effect prior to January 1, 1989, or for calendar
                  years beginning after December31, 1988, the requirements of
                  Code section401(a)(9)(G) and the regulations promulgated
                  thereunder.

         G.       If the monthly installment distributed is less than one
                  hundred dollars ($100) per month, the Trustee may require the
                  distributee to receive his benefit distributions in equal
                  quarterly, semi-annual or annual installments.

10.07.   Commencement of Payment of Benefits.
         -----------------------------------

         A.       Unless a Participant otherwise elects, distribution of the
                  funds due to a terminated Participant shall be made on the
                  occurrence of an event which would result in the distribution
                  had the terminated Participant remained in the employ of the
                  Employer (upon the Participant's death or eligibility for
                  normal or disability retirement). However, the Participant may
                  elect to cause the terminated Participant's Account to be
                  payable to such terminated Participant as soon as is
                  administratively feasible after the Valuation Date following
                  the Participant's Termination of Employment and without
                  unreasonable delay due to causes beyond the control of the
                  Employer, Plan Administrator, Trustee or other Fiduciary.

         B.       Benefits shall begin to be paid to the Participant not later
                  than the sixtieth day after the latest of the close of the
                  Plan Year in which:

                  (1)      Occurs the date on which the Participant is the
                           earlier of age sixty-five (65) or the Normal
                           Retirement Age;

                  (2)      Occurs the tenth anniversary of the year in which the
                           Participant commenced participation in the Plan;

                  (3)      The Participant terminates his service with the
                           Employer; or

                  (4)      At such later date as the Participant (or where the
                           Participant has died, the Participant's Beneficiary)
                           may request; provided that the Participant or the
                           Participant's Beneficiary must submit a written
                           statement to the Trustee

                                      -66-
<PAGE>

                           which describes the benefit and the date on which
                           payment shall commence; and further provided that the
                           then present value of the payments projected to be
                           made over the Participant's then life expectancy is
                           more than fifty percent (50%) of the then present
                           value of the total payments projected to be made to
                           the Participant and the Participant's Beneficiaries.

         C.       Required Minimum Distributions.
                  ------------------------------

                  (1)      Notwithstanding anything contained in this Plan to
                           the contrary, unless the Participant or the
                           Participant's Beneficiary has made a valid election
                           under TEFRA section242(b), the Participant's entire
                           interest either (a) will be distributed to the
                           Participant not later than the Required Beginning
                           Date or (b) will be distributed beginning not later
                           than the Required Beginning Date, in accordance with
                           the Treasury Regulations promulgated under Code
                           section401(a)(9), over the life of the Participant or
                           over the lives of the Participant and the
                           Participant's designated Beneficiary (or over a
                           period not extending beyond the life expectancy of
                           the Participant or the life expectancy of the
                           Participant and the Participant's designated
                           Beneficiary). For purposes of the preceding
                           provision, the Required Beginning Date shall be April
                           1 of the calendar year following the calendar year in
                           which the Participant attains age seventy and
                           one-half (70-1/2) or, in the case of a Participant
                           other than a Participant who is a Five Percent (5%)
                           Owner, at any time during the five (5) Plan Year
                           period ending in the calendar year in which the
                           Participant attains age seventy and one-half
                           (70-1/2), in which the Participant retires, whichever
                           is later; provided, however, that if the Participant
                           becomes a Five Percent (5%) Owner during any
                           subsequent Plan Year, the Required Beginning Date
                           shall be April 1 of the calendar year following the
                           calendar year in which such subsequent Plan Year
                           ends.

                  (2)      Notwithstanding the foregoing, effective January 1,
                           2003, the following provisions shall apply:

                                      -67-
<PAGE>

         A.       Minimum Distribution Requirements.
                  ---------------------------------

                  Section 1.        General Rules.
                                    -------------

                  1.1.     Effective Date.
                           --------------

                           Unless an earlier effective date is specified in the
                           Plan, the provisions of this article will apply for
                           purposes of determining required minimum
                           distributions for calendar years beginning with the
                           2003 calendar year.

                  1.2.     Coordination With Minimum Distribution Requirements
                           ---------------------------------------------------
                           Previously In Effect.
                           --------------------

                           If the Plan specifies an effective date of this
                           article that is earlier than calendar years beginning
                           with the 2003 calendar year, required minimum
                           distributions for 2002 under this article will be
                           determined as follows. If the total amount of 2002
                           required minimum distributions under the Plan made to
                           the distributee prior to the effective date of this
                           article equals or exceeds the required minimum
                           distributions determined under this article, then no
                           additional distributions will be required to be made
                           for 2002 on or after such date to the distributee. If
                           the total amount of 2002 required minimum
                           distributions under the plan made to the distributee
                           prior to the effective date of this article is less
                           than the amount determined under this article, then
                           required minimum distributions for 2002 on and after
                           such date will be determined so that the total amount
                           of required minimum distributions for 2002 made to
                           the distributee will be the amount determined under
                           this article.

                                      -68-
<PAGE>

                  1.3.     Precedence.
                           ----------

                           The requirements of this article will take precedence
                           over any inconsistent provisions of the Plan.

                  1.4.     Requirements Of Treasury Regulations Incorporated.
                           -------------------------------------------------

                           All distributions required under this article will be
                           determined and made in accordance with the Treasury
                           regulations under section401(a)(9) of the Internal
                           Revenue Code.

                  1.5.     TEFRA Section 242(b)(2) Elections.
                           ---------------------------------

                           Notwithstanding the other provisions of this article,
                           distributions may be made under a designation made
                           before January 1, 1984, in accordance with section
                           242(b)(2) of TEFRA and the provisions of the Plan
                           that relate to section 242(b)(2) of TEFRA.

                  Section 2.        Time And Manner Of Distribution.
                                    -------------------------------

                  2.1.     Required Beginning Date.
                           -----------------------

                           The Participant's entire interest will be
                           distributed, or begin to be distributed, to the
                           Participant no later than the Participant's Required
                           Beginning Date.

                  2.2.     Death Of Participant Before Distributions Begin.
                           -----------------------------------------------

                           If the Participant dies before distributions begin,
                           the Participant's entire interest will be
                           distributed, or begin to be distributed, no later
                           than as follows:

                           (a)      If the Participant's surviving spouse is the
                                    Participant's sole designated

                                      -69-
<PAGE>

                                    Beneficiary, then, except as provided in the
                                    Plan, distributions to the surviving spouse
                                    will begin by December 31 of the calendar
                                    year immediately following the calendar year
                                    in which the Participant died, or by
                                    December 31 of the calendar year in which
                                    the Participant would have attained age
                                    seventy and one-half (70-1/2), if later.

                           (b)      If the Participant's surviving spouse is not
                                    the Participant's sole designated
                                    Beneficiary, then, except as provided in the
                                    Plan, distributions to the designated
                                    Beneficiary will begin by December 31 of the
                                    calendar year immediately following the
                                    calendar year in which the Participant died.

                           (c)      If there is no designated Beneficiary as of
                                    September 30 of the year following the year
                                    of the Participant's death, the
                                    Participant's entire interest will be
                                    distributed by December 31 of the calendar
                                    year containing the fifth (5th) anniversary
                                    of the Participant's death.

                           (d)      If the Participant's surviving spouse is the
                                    participant's sole designated Beneficiary
                                    and the surviving spouse dies after the
                                    Participant but before distributions to the
                                    surviving spouse begin, this section 2.2,
                                    other than section 2.2(a), will apply as if
                                    the surviving spouse were the Participant.

                           For purposes of this section 2.2 and section 4,
                           unless section 2.2(d) applies, distributions are
                           considered to begin on the Participant's Required
                           Beginning Date. If section 2.2(d) applies,
                           distributions are considered to begin on the date
                           distributions are required to begin to the surviving
                           spouse under section 2.2(a). If distributions under
                           an

                                      -70-
<PAGE>

                           annuity purchased from an insurance company
                           irrevocably commence to the participant before the
                           Participant's Required Beginning Date (or to the
                           Participant's surviving spouse before the date
                           distributions are required to begin to the surviving
                           spouse under section 2.2(a)), the date distributions
                           are considered to begin is the date distributions
                           actually commence.

                  2.3.     Forms Of Distribution.
                           ---------------------

                           Unless the Participant's interest is distributed in
                           the form of an annuity purchased from an insurance
                           company or in a single sum on or before the Required
                           Beginning Date, as of the first distribution calendar
                           year distributions will be made in accordance with
                           sections 3 and 4 of this article. If the
                           Participant's interest is distributed in the form of
                           an annuity purchased from an insurance company,
                           distributions thereunder will be made in accordance
                           with the requirements of section401(a)(9) of the Code
                           and the Treasury regulations.

                  Section 3.       Required Minimum Distributions During
                                   -------------------------------------
                                   Participant's Lifetime.
                                   ----------------------

                  3.1.     Amount Of Required Minimum Distribution For Each
                           ------------------------------------------------
                           Distribution Calendar Year.
                           --------------------------

                           During the Participant's lifetime, the minimum amount
                           that will be distributed for each distribution
                           calendar year is the lesser of:

                           (a)      The quotient obtained by dividing the
                                    Participant's account balance by the
                                    distribution period in the Uniform Lifetime
                                    Table set forth in section 1.401(a)(9)-9 of
                                    the Treasury regulations, using the
                                    Participant's age as of the participant's
                                    birthday in the distribution calendar year;
                                    or

                                      -71-
<PAGE>

                           (b)      If the Participant's sole designated
                                    beneficiary for the distribution calendar
                                    year is the Participant's spouse, the
                                    quotient obtained by dividing the
                                    Participant's account balance by the number
                                    in the Joint and Last Survivor Table set
                                    forth in section 1.401(a)(9)-9 of the
                                    Treasury regulations, using the
                                    Participant's and spouse's attained ages as
                                    of the Participant's and spouse's birthdays
                                    in the distribution calendar year.

                  3.2.     Lifetime Required Minimum Distributions Continue
                           ------------------------------------------------
                           Through Year Of Participant's Death.
                           -----------------------------------

                           Required minimum distributions will be determined
                           under this section 3 beginning with the first
                           distribution calendar year and up to and including
                           the distribution calendar year that includes the
                           Participant's date of death.

                  Section 4.        Required Minimum Distributions After
                                    ------------------------------------
                                    Participant's Death.
                                    -------------------

                  4.1.     Death On Or After Date Distributions Begin.
                           ------------------------------------------

                           (a)      Participant Survived By Designated
                                    ----------------------------------
                                    Beneficiary.
                                    -----------

                                    If the Participant dies on or after the date
                                    distributions begin and there is a
                                    designated Beneficiary, the minimum amount
                                    that will be distributed for each
                                    distribution calendar year after the year of
                                    the Participant's death is the quotient
                                    obtained by dividing the Participant's
                                    account balance by the longer of the
                                    remaining life expectancy of the Participant
                                    or the remaining life expectancy of the
                                    Participant's designated Beneficiary,
                                    determined as follows:

                                      -72-
<PAGE>

                                    (1)      The Participant's remaining life
                                             expectancy is calculated using the
                                             age of the Participant in the year
                                             of death, reduced by one for each
                                             subsequent year.

                                    (2)      If the Participant's surviving
                                             spouse is the participant's sole
                                             designated beneficiary, the
                                             remaining life expectancy of the
                                             surviving spouse is calculated for
                                             each distribution calendar year
                                             after the year of the Participant's
                                             death using the surviving spouse's
                                             age as of the spouse's birthday in
                                             that year. For distribution
                                             calendar years after the year of
                                             the surviving spouse's death, the
                                             remaining life expectancy of the
                                             surviving spouse is calculated
                                             using the age of the surviving
                                             spouse as of the spouse's birthday
                                             in the calendar year of the
                                             spouse's death, reduced by one for
                                             each subsequent calendar year.

                                    (3)      If the Participant's surviving
                                             spouse is not the participant's
                                             sole designated Beneficiary, the
                                             designated Beneficiary's remaining
                                             life expectancy is calculated using
                                             the age of the Beneficiary in the
                                             year following the year of the
                                             Participant's death, reduced by one
                                             for each subsequent year.

                           (b)      No Designated Beneficiary.
                                    -------------------------

                                    If the Participant dies on or after the date
                                    distributions begin and there is no
                                    designated Beneficiary as of

                                      -73-
<PAGE>

                                    September 30 of the year after the year of
                                    the Participant's death, the minimum amount
                                    that will be distributed for each
                                    distribution calendar year after the year of
                                    the Participant's death is the quotient
                                    obtained by dividing the Participant's
                                    account balance by the Participant's
                                    remaining life expectancy calculated using
                                    the age of the Participant in the year of
                                    death, reduced by one for each subsequent
                                    year.

                  4.2.     Death Before Date Distributions Begin.
                           -------------------------------------

                           (a)      Participant Survived by Designated
                                    Beneficiary.

                                    Except as provided in the Plan, if the
                                    Participant dies before the date
                                    distributions begin and there is a
                                    designated Beneficiary, the minimum amount
                                    that will be distributed for each
                                    distribution calendar year after the year of
                                    the Participant's death is the quotient
                                    obtained by dividing the Participant's
                                    account balance by the remaining life
                                    expectancy of the Participant's designated
                                    Beneficiary, determined as provided in
                                    section 4.1.

                           (b)      No Designated Beneficiary.

                                    If the Participant dies before the date
                                    distributions begin and there is no
                                    designated Beneficiary as of September 30 of
                                    the year following the year of the
                                    Participant's death, distribution of the
                                    Participant's entire interest will be
                                    completed by December 31 of the calendar
                                    year containing the fifth (5th) anniversary
                                    of the Participant's death.

                                      -74-
<PAGE>

                           (c)      Death Of Surviving Spouse Before
                                    Distributions To Surviving Spouse Are
                                    Required To Begin.

                                    If the Participant dies before the date
                                    distributions begin, the Participant's
                                    surviving spouse is the Participant's sole
                                    designated Beneficiary, and the surviving
                                    spouse dies before distributions are
                                    required to begin to the surviving spouse
                                    under section 2.2(a), this section 4.2 will
                                    apply as if the surviving spouse were the
                                    Participant.

                  Section 5.        Definitions.
                                    -----------

                  5.1.     Designated Beneficiary.
                           ----------------------

                           The individual who is designated as the Beneficiary
                           under section 10.13 of the Plan is the designated
                           Beneficiary under section 401(a)(9) of the Internal
                           Revenue Code and section 1.401(a)(9)-1, Q&A-4, of the
                           Treasury regulations.

                  5.2.     Distribution Calendar Year.
                           --------------------------

                           A calendar year for which a minimum distribution is
                           required. For distributions beginning before the
                           Participant's death, the first distribution calendar
                           year is the calendar year immediately preceding the
                           calendar year which contains the Participant's
                           Required Beginning Date. For distributions beginning
                           after the Participant's death, the first distribution
                           calendar year is the calendar year in which
                           distributions are required to begin under section
                           2.2. The Required Minimum Distribution for the
                           Participant's first distribution calendar year will
                           be made on or before the Participant's Required
                           Beginning Date. The required minimum distribution for

                                      -75-
<PAGE>

                           other distribution calendar years, including the
                           required minimum distribution for the distribution
                           calendar year in which the Participant's Required
                           Beginning Date occurs, will be made on or before
                           December 31 of that distribution calendar year.

                  5.3.     Life Expectancy.
                           ---------------


                           Life expectancy as computed by use of the Single Life
                           Table in section1.401(a)(9)-9 of the Treasury
                           regulations.

                  5.4.     Participant's Account Balance.
                           -----------------------------

                           The Account balance as of the last Valuation Date in
                           the calendar year immediately preceding the
                           distribution calendar year (valuation calendar year)
                           increased by the amount of any contributions made and
                           allocated or forfeitures allocated to the Account
                           balance as of dates in the valuation calendar year
                           after the valuation date and decreased by
                           distributions made in the valuation calendar year
                           after the valuation date. The Account balance for the
                           valuation calendar year includes any amounts rolled
                           over or transferred to the Plan either in the
                           valuation calendar year or in the distribution
                           calendar year if distributed or transferred in the
                           valuation calendar year.

                  5.5      Required Beginning Date.
                           -----------------------

                           The Required Beginning Date is the date specified in
                           section 10.07(C)(1), above.

         D.       If any required minimum distributions for the 2002
                  distribution calendar year were made in accordance with the
                  section401(a)(9) Final and Temporary regulations, the
                  following shall apply:

                                      -76-
<PAGE>

                  Section 1.        Effective Date of Plan Amendment For
                                    ------------------------------------
                                    Section 401(a)(9) Final And Temporary
                                    -------------------------------------
                                    Treasury Regulations.
                                    --------------------

                                    Article A, Minimum Distribution
                                    Requirements, applies for purposes of
                                    determining required minimum distributions
                                    for distribution calendar years beginning
                                    with the 2003 calendar year.

                  Section 2.        Election To Apply 5-Year Rule To
                                    --------------------------------
                                    Distributions To Designated Beneficiaries.
                                    -----------------------------------------

                                    If the Participant dies before distributions
                                    begin and there is a designated Beneficiary,
                                    distribution to the designated Beneficiary
                                    is not required to begin by the date
                                    specified in section 2.2 of Article A,
                                    above, but the Participant's entire interest
                                    will be distributed to the designated
                                    Beneficiary by December 31 of the calendar
                                    year containing the fifth (5th) anniversary
                                    of the Participant's death. If the
                                    Participant's surviving spouse is the
                                    Participant's sole designated Beneficiary
                                    and the surviving spouse dies after the
                                    Participant but before distributions to
                                    either the Participant or the surviving
                                    spouse begin, this election will apply as if
                                    the surviving spouse were the Participant.
                                    This election will apply to all
                                    distributions.

                  Section 3.       Election To Allow Participants or
                                   ---------------------------------
                                   Beneficiaries To Elect 5-Year Rule.
                                   ----------------------------------

                                    Participants or Beneficiaries may elect on
                                    an individual basis whether the 5-year rule
                                    or the life expectancy rule in sections 2.2
                                    and 4.2 of Article A, above, applies to
                                    distributions after the death of a
                                    Participant who has a designated
                                    Beneficiary. The election must be made no
                                    later than the earlier of September 30 of
                                    the calendar year in which distribution
                                    would be required to begin under section2.2
                                    of Article A, above, or by September30 of
                                    the calendar year which contains the fifth
                                    anniversary of the Participant's (or, if
                                    applicable, surviving spouse's) death. If
                                    neither the Participant nor

                                      -77-
<PAGE>

                                    Beneficiary makes an election under this
                                    paragraph, distributions will be made in
                                    accordance with sections 2.2 and 4.2 of
                                    Article A, above, and, if applicable, the
                                    elections in section 2 above.

                  Section 4.        Election To Allow Designated Beneficiary
                                    ----------------------------------------
                                    Receiving Distributions Under 5-Year Rule To
                                    --------------------------------------------
                                    Elect Life Expectancy Distributions.
                                    -----------------------------------

                                    A designated Beneficiary who is receiving
                                    payments under the five (5) year rule may
                                    make a new election to receive payments
                                    under the life expectancy rule until
                                    December 31, 2003, provided that all amounts
                                    that would have been required to be
                                    distributed under the life expectancy rule
                                    for all distribution calendar years before
                                    2004 are distributed by the earlier of
                                    December 31, 2003 or the end of the five (5)
                                    year period.

         E.       A Participant's Elective Account, Matching Account, Rollover
                  Account, Catch-up Account and Nonelective Contributions
                  treated as Elective Contributions, shall not be distributable
                  earlier than upon the Participant's retirement, death,
                  separation from service, attainment of age fifty-nine and
                  one-half (59-1/2), certain corporate changes as provided
                  below, or termination of the Plan as provided below.
                  Notwithstanding the foregoing, a Participant's Nonelective
                  Account shall not be eligible for in-service distributions.

         F.       A Participant's Elective Account, and Matching Contributions
                  and Nonelective Contributions to the extent treated as
                  Elective Contributions, may be distributed, in the form of a
                  lump sum distribution only, upon:

                  (1)      The termination of the Plan without the establishment
                           of another defined contribution plan other than an
                           employee stock ownership plan;


                  (2)      The disposition by a corporation to an unrelated
                           corporation of substantially all of the assets
                           (within the meaning of Code section409(d)(2)) used in
                           a trade or business of such corporation if such
                           corporation continues to maintain this Plan after the
                           disposition, but only with

                                      -78-
<PAGE>

                           respect to employees who continue employment with the
                           corporation acquiring such assets; or

                  (3)      The disposition by a corporation to an unrelated
                           entity of such corporation's interest in a subsidiary
                           (within the meaning of Code section409(d)(3)) if such
                           corporation continues to maintain this Plan, but only
                           with respect to employees who continue employment
                           with such subsidiary.

10.08.   Hardship Distributions.
         ----------------------

         The Plan Administrator in accordance with uniform principles
         consistently applied, may direct the Trustee to distribute to any
         Participant in any one Plan Year up to one hundred percent (100%) of
         the Participant's Vested Accounts (including Elective, Matching,
         Nonelective, Catch-Up and Rollover Account), valued as of the last
         Valuation Date, other than income allocated to the Participant's
         Elective and Catch-Up Accounts, if the Participant has an immediate and
         heavy financial need and the distribution is necessary to satisfy such
         financial need. A financial need shall not fail to qualify as immediate
         and heavy merely because such need was reasonably foreseeable or
         voluntarily incurred by the Participant. An immediate and heavy
         financial need shall be found if all of the following requirements are
         satisfied:

         A.       The distribution is on account of:

                  1.       Medical expenses described in Code section213(d)
                           incurred for the Participant or the Participant's
                           spouse or dependents;

                  2.       The purchase (excluding mortgage payments) of a
                           principal residence of the Participant;

                  3.       The payment of tuition for the next twelve (12)
                           months of post-secondary education for the
                           Participant, or the Participant's spouse or
                           dependents; or

                  4.       The need to prevent the eviction of the Participant
                           from the Participant's principal residence or
                           foreclosure on the mortgage of the Participant's
                           principal residence.

                                      -79-
<PAGE>

         B.       The need cannot be relieved through:

                  1.       Reimbursement or compensation by insurance or
                           otherwise;

                  2.       Reasonable liquidation of the assets of the
                           Participant and the Participant's spouse to the
                           extent that such liquidation would not itself cause
                           an immediate and heavy financial need;

                  3.       Cessation of Elective Contributions or Employee
                           contributions under the Plan; or

                  4.       Other distributions or nontaxable loans from any plan
                           maintained by the Employer or by any other employer,
                           or by borrowing from commercial sources on reasonable
                           commercial terms.

         C.       A distribution will be considered as necessary to satisfy an
                  immediate and heavy financial need of the Participant if:

                  1.       The distribution is not in excess of the amount of
                           the immediate and heavy financial need;

                  2.       The Participant has obtained all distributions, other
                           than hardship distributions, and all nontaxable loans
                           under all plans maintained by the Employer;

                  3.       This Plan, and other plans maintained by the
                           Employer, provide that the Participant's Elective
                           Contributions and Employee contributions will be
                           suspended for six (6) months after the receipt of the
                           hardship distribution.

                  4.       Prior to the withdrawal of the Participant's Account,
                           the Participant must make a request in writing to the
                           Plan Administrator.

10.09.   Age 59-1/2 Withdrawals.
         ----------------------

         A Participant who continues in employment as an Employee and who has
         attained the age of fifty-nine and one-half (59-1/2) is permitted to
         withdraw upon request all or any portion of his Account.

                                      -80-
<PAGE>

10.10.   Early Retirement.
         ----------------

         When the Participant attains the Early Retirement Date, the Participant
         shall become eligible for early retirement benefits. If a Participant
         separates from service with a nonforfeitable benefit before satisfying
         the age requirements, but after having satisfied the service
         requirement, the Participant will be entitled to elect an Early
         Retirement benefit upon satisfaction of the age requirement.

10.11.   Normal Retirement.
         -----------------

         When the Participant attains Normal Retirement Age, the Participant
         shall become one hundred percent (100%) Vested in the Participant's
         Matching and Nonelective Accounts.

10.12.   Late Retirement.
         ---------------

         At the request of a Participant and with the consent of the Employer,
         such Participant may be continued in employment beyond such
         Participant's Normal Retirement Age. The Trustee may pay the
         Participant normal retirement benefits, as provided in this article,
         even though the Participant continues employment; or, the payment of
         the Participant's normal retirement benefits may be deferred until
         after the end of the Plan Year in which the Participant's employment is
         terminated. In either case, the Participant shall share in any Employer
         contributions if otherwise eligible. Such Participant shall, at all
         times, have a one hundred percent (100%) Vested interest in the
         Participant's Regular Account. If a Participant continues active
         employment beyond Normal Retirement Age, but dies before actual
         retirement, the undistributed amount of the Participant's Accounts
         shall be paid as a death benefit to the Participant's designated
         Beneficiary.

10.13.   Amount of Death Benefits.
         ------------------------

         Upon the death of a Participant prior to Termination of Employment, the
         Participant's Beneficiaries shall be entitled to such deceased
         Participant's Account balances, plus the face amount of any ordinary or
         term life insurance policy in force on the life of the deceased
         Participant other than key person insurance purchased by the Trustee.

                                      -81-
<PAGE>

10.14.   Manner of Payment of Death Benefits.
         -----------------------------------

         A.       Unless otherwise elected as provided below, a Vested
                  Participant who dies before the Annuity Starting Date and who
                  has a surviving spouse shall have the death benefit paid to
                  the surviving spouse in the form of a Qualified Preretirement
                  Survivor Annuity. Payment of such benefits must commence by
                  the date the Participant would have attained the Normal
                  Retirement Age under the Plan, unless the surviving spouse
                  elects to have the annuity distributed immediately or at a
                  later date.

                  (1)      Any election to waive the Qualified Preretirement
                           Survivor Annuity must be made by the Participant in
                           writing during the Election Period and shall require
                           the spouse's consent in the same manner provided in
                           the Method Of Payment Of Benefits paragraph, above
                           except that any such election and consent need not
                           specify the form of benefits which the surviving
                           spouse shall receive upon the death of the
                           Participant.

                  (2)      With regard to the election, the Plan Administrator
                           shall provide to each Participant a written
                           explanation of the Qualified Preretirement Survivor
                           Annuity containing comparable information to that
                           required pursuant to the Joint And Survivor Automatic
                           Payment paragraph, above. Such information shall be
                           provided to a Participant within whichever of the
                           following periods ends last:

                           (a)      The period beginning with the first day of
                                    the Plan Year in which the Participant
                                    attains age thirty-two (32) and ending with
                                    the close of the Plan year preceding the Pan
                                    year in which the Participant attains age
                                    thirty-five (35);

                           (b)      A reasonable period after the Participant
                                    becomes a participant in the Plan;

                           (c)      In the case of a Participant who separates
                                    from service before attaining age
                                    thirty-five (35), a reasonable period after
                                    such separation.

                  (3)      For purposes of the Qualified Preretirement Survivor
                           Annuity, the Election Period means the period
                           beginning on

                                      -82-
<PAGE>

                           the first day of the Plan Year in which the
                           Participant attains age thirty-five (35) and ending
                           on the date of the Participant's death. In the event
                           a Vested Participant separates from service prior to
                           the first day of the Plan Year in which the
                           Participant attains age thirty-five (35), the
                           Election Period shall begin on the date of such
                           separation from service.

                  (4)      The Qualified Joint and Survivor Annuity provided in
                           the Joint and Survivor Automatic Payment article
                           shall apply only to Participants who are credited
                           with one (1) Hour of Service on or after August 23,
                           1984. Former Participants, who are not credited with
                           an Hour of Service on or after August 23, 1984, shall
                           be provided with rights to the Qualified
                           Preretirement Survivor Annuity in accordance with
                           section 303(e)(2) of the Retirement Equity Act of
                           1984. The Qualified Preretirement Survivor Annuity
                           shall apply to the Participant's benefits derived
                           from both Employer contributions and Employee
                           voluntary contributions, but shall not apply to
                           amounts in the Participant's rollover account or a
                           voluntary deductible Employee contributions account.

                  (5)      If the value of the Qualified Preretirement Survivor
                           Annuity does not exceed five thousand dollars
                           ($5,000) for Plan Years beginning after August 5,
                           1997, the Plan Administrator may immediately
                           distribute such amount to the Participant's surviving
                           spouse. However, such amount may not be paid without
                           the written consent of the surviving spouse if the
                           value exceeds five thousand dollars ($5,000.00) for
                           Plan Years beginning after August 5, 1997. No
                           distribution may be made under this subparagraph
                           after the Annuity Starting Date unless the
                           Participant's surviving spouse consents in writing to
                           such distribution.

                  (6)      In the event the death benefit is not paid in the
                           form of a Qualified Preretirement Survivor Annuity,
                           it shall be paid to the Participant's Beneficiary by
                           any of the methods set forth in the Option To Elect
                           Other Payout paragraph, above.

         B.       If the Beneficiary is to be paid a lump sum distribution
                  qualified under Code section402(e), the Plan Administrator
                  shall cause the Trustee to collect the proceeds of any
                  Contracts and pay them

                                      -83-
<PAGE>

                  to the Beneficiary, together with a total distribution of all
                  of the Participant's Accrued Benefit in a single tax year of
                  the Beneficiary.

         C.       Notwithstanding anything contained in this Plan to the
                  contrary, effective for Plan Years beginning after December
                  31, 1984, unless the Participant or the Participant's
                  Beneficiary has made a valid election under TEFRA section
                  242(b):

                  (1)      If distribution has been commenced to the Participant
                           and the Participant dies before the Participant's
                           entire interest has been distributed, then the
                           remaining portion of the Participant's interest shall
                           be distributed at least as rapidly as under the
                           method of distributions being utilized as of the date
                           of the Participant's death.

                  (2)      If the Participant dies before the distribution of
                           the Participant's interest has begun, either:

                           (a)      The entire interest of the Participant shall
                                    be distributed by the end of the fifth
                                    calendar year following the calendar year of
                                    the Participant's death; or

                           (b)      If any portion of the Participant's interest
                                    is payable to (or for the benefit of) a
                                    designated Beneficiary, such portion shall
                                    be distributed over the life of such
                                    designated Beneficiary (or over a period not
                                    extending beyond the life expectancy of such
                                    designated Beneficiary) and such
                                    distribution shall begin by the end of the
                                    calendar year following the calendar year of
                                    the Participant's death; provided however,
                                    that if the designated Beneficiary is the
                                    Participant's surviving spouse, then the
                                    date on which the distributions are required
                                    to begin shall not be earlier than the date
                                    on which the Participant would have attained
                                    age seventy and one-half (70-1/2) and, if
                                    the surviving spouse dies before the
                                    distributions to such spouse begin, this
                                    provision shall be applied as if the
                                    surviving spouse were the Participant.

         For purposes of this subparagraph, any amount paid to a child shall be
         treated as if it had been paid to the surviving spouse if such amount
         will become payable to the surviving spouse upon such child reaching

                                      -84-
<PAGE>

         majority or such other designated event all as prescribed by the
         Secretary of the Treasury.

10.15.   Designation of Beneficiary.
         --------------------------

         Each Participant shall have the right to designate, on forms provided
         by the Plan Administrator, a Beneficiary or Beneficiaries to receive
         the Participant's death benefits, and shall have the right, at any
         time, to revoke such designation or to substitute another such
         Beneficiary or Beneficiaries without the consent of any Beneficiary;
         provided, however, that a married Participant and spouse shall both
         designate any nonspouse Beneficiary or Beneficiaries, unless the spouse
         cannot be located or unless otherwise permitted by law. Any designation
         by a married Participant and spouse of a non-spouse Beneficiary must be
         made by the Participant in writing and be consented to in writing by
         the Participant's spouse. Such spouse's written consent must designate
         a Beneficiary who may not be changed without spousal consent (unless
         the spousal consent expressly permits designations by the Participant
         without any requirement of further spousal consent), acknowledge the
         effect of such election, and be witnessed by a Plan representative or a
         notary public. Such consent shall not be required if it is established
         to the satisfaction of the Plan Administrator that the required consent
         cannot be obtained because there is no spouse, the spouse cannot be
         located, or other circumstances that may be prescribed by Treasury
         Regulations. The election made by the Participant and consented to by
         the Participant's spouse may be revoked by the Participant in writing
         without the consent of the spouse at any time during the Election
         Period. Any new election must comply with the requirements of this
         subparagraph. A former spouse's waiver shall not be binding on a new
         spouse.

10.16.   Absence of Valid Designation of Beneficiaries.
         ---------------------------------------------

         If, upon the death of a Participant or Beneficiary, there is no valid
         designation of Beneficiary on file, the Plan Administrator shall
         designate as the Beneficiary, in order of priority:

         A.       The surviving spouse;

         B.       The surviving children, including adopted children, in equal
                  shares, or their issue by right of representation;

         C.       Surviving parents, in equal shares; or

                                      -85-
<PAGE>

         D.       The Participant's heirs at law.

         The determination of the Plan Administrator as to which persons, if
         any, qualify within the aforementioned categories shall be final and
         conclusive upon all persons, but the Plan Administrator may seek a
         declaratory judgment of a court of local jurisdiction to determine the
         identity of Beneficiaries and their respective shares at the expense of
         the Beneficiary's Accounts.

10.17.   Distributions to Incapacitated Participants.
         -------------------------------------------

         If a Participant or Beneficiary who is entitled to a payment under the
         Plan is deemed incapable of personally receiving the payment, the Plan
         Administrator or the Trustee may make all benefit distributions to the
         persons or institutions which are providing for the care and
         maintenance of the distributee and continue to make distributions to
         them until a duly appointed legal representative of the distributee
         makes a claim for the payment. Payments made pursuant to the terms of
         this Distribution to Incapacitated Participants article shall
         constitute a distribution to the Participant or Beneficiary entitled
         thereto, and shall immediately discharge the Employer, Plan
         Administrator, Trustee, the Plan and the Trust of any further liability
         therefor.

10.18.   Repayment of Overpayment of Benefits.
         ------------------------------------

         By accepting payment of proceeds under this Plan, the Participant or
         the Participant's Beneficiary receiving the payment agrees that, in the
         event of overpayment, the Participant or the Participant's Beneficiary
         will promptly repay the amount of overpayment without interest;
         provided that, if the Participant or the Participant's Beneficiary has
         not repaid the overpayment within thirty (30) days after notice, the
         Participant or the Participant's Beneficiary will also pay an amount
         equal to simple interest at the rate of ten percent (10%) per annum (or
         the highest rate allowable, if less) on the unpaid amount from the date
         of overpayment to the date of repayment, and in addition will pay all
         legal fees, court costs and the reasonable time value of the Trustee,
         Plan Administrator or Employer, or any of their employees or agents,
         related to the collection of such overpayment.

10.19.   Alternate Payees.
         ----------------

         All rights and benefits, including elections, provided to a Participant
         in this Plan shall be subject to the rights afforded to any "alternate
         payee" under a "qualified domestic relations order" as those terms are
         defined

                                      -86-
<PAGE>

         in Code section 414(p). Notwithstanding any other provision of this
         Plan, a distribution may be made to an "alternate payee" pursuant to a
         "qualified domestic relations order," as each term is defined in Code
         section 414(p), prior to the times otherwise specified in this Plan, if
         the qualified domestic relations order requires such a distribution;
         provided, however, that nothing contained in this provision nor such
         qualified domestic relations order shall entitle a Participant to a
         distribution prior to the time as otherwise determined under this Plan.

10.20.   Eligible Rollover Distributions Direct Rollovers.
         ------------------------------------------------

         A Distributee may elect, at the time and in the manner prescribed by
         the Plan Administrator, to have any portion of an Eligible Rollover
         Distribution paid directly to an Eligible Retirement Plan specified by
         the Distributee in a Direct Rollover.

10.21.   Distribution Upon Severance of Employment.
         -----------------------------------------

         A Participants Account, including Elective Deferrals, Qualified
         Nonelective Contributions, Qualified Matching Contributions and
         earnings attributable to these contributions shall be distributed on
         account of the Participants severance from employment. However, such a
         distribution shall be subject to the other provision of the Plan
         regarding distributions, other than the provisions that require a
         separation from service before such amounts may be distributed. This
         section shall apply to distributions after December 31, 2001,
         regardless of when the severance of employment occurred.

                     ARTICLE 11. BENEFIT CLAIMS AND APPEALS

11.01.   Claims.
         ------

         ERISA requires the Committee to establish procedures for processing
         claims which afford Participants a reasonable opportunity for a full
         and fair review of their claims. These claims procedures contain the
         provisions required by the Labor Regulations at 29CFR2520.503-1. The
         Committee shall have absolute discretion to determine Participants' and
         Beneficiaries' rights to benefits under the Plan. All benefit claim
         decisions will be made in accordance with the terms of the Plan
         documents and the Plan terms will be applied consistently to all
         claimants.

                                      -87-
<PAGE>

         A.       Filing A Benefit Claim.
                  ----------------------

                  A Participant, a Beneficiary or his or her representative can
                  initiate the benefit claim process by submitting to the
                  Committee fully completed distribution election forms, if
                  needed, or a letter clearly stating that a claim is being
                  filed. A claim shall not be deemed to be "filed" for the
                  purposes of these claim and appeals procedures however, until
                  all necessary and applicable forms are completed and submitted
                  to the Committee. A claim will be considered submitted if
                  delivered to a member of the Committee directly, or to the
                  Committee, in care of the office of the Employer which handle
                  personnel and human resources matters.

         B.       Notice Of Benefit Denial.
                  ------------------------

                  1.       Timing Of Notice.
                           ----------------

                           If a benefit claim is wholly or partially denied, the
                           Committee will notify the Participant, the
                           Beneficiary or his or her representative of the
                           denial within a reasonable period of time, but no
                           later than ninety (90) days after the Plan's receipt
                           of the claim. If the Committee determines that an
                           extension of the time for processing the claim is
                           needed, the Committee will notify the Participant,
                           the Beneficiary or his or her representative of the
                           reasons for the extension and the extended due date
                           before the end of the ninety (90) day period after
                           the filing of the claim. The extended period will not
                           exceed one hundred eighty (180) days after the date
                           of the filing of the claim.

                  2.       Content Of Notice.
                           -----------------

                           A notice of a benefit denial will be provided in
                           either written form or via e-mail. The notice will
                           provide the following information:

                           a.      The specific reason(s) for the denial;

                           b.       Reference to the specific Plan provisions on
                                    which the denial is based;

                                      -88-
<PAGE>

                           c.       A description of any additional information
                                    necessary for the claim to be granted and an
                                    explanation of why such information is
                                    necessary; and

                           d.       A description of the claim review
                                    procedures, the time limits under the
                                    procedures and a statement regarding your
                                    right to bring a civil action under ERISA
                                    section502(a) following a benefit denial.

         C.       Appeal Of Benefit Denial.
                  ------------------------

                  1.       Review Process.
                           --------------

                           The review process will be as follows:

                           a.       A Participant, Beneficiary or representative
                                    will have sixty (60) days following receipt
                                    of the notice of benefit denial in which to
                                    file an appeal of the decision with the
                                    Committee;

                           b.       A Participant, Beneficiary or representative
                                    may submit written comments, documents,
                                    records and other information related to the
                                    benefit claim on appeal;

                           c.       A Participant, Beneficiary or representative
                                    will be provided, upon request and free of
                                    charge, access to and copies of all
                                    documents, records and other information
                                    relevant to the benefit claim (a document is
                                    considered relevant to the claim if it: (i)
                                    was relied upon in making the benefit
                                    decision; (ii) was submitted, considered or
                                    generated in the course of making the
                                    benefit decision, without regard as to
                                    whether it was relied upon in making the
                                    decision; or (iii) demonstrates compliance
                                    in making the benefit decision with the
                                    requirement that benefit decisions must
                                    follow the terms of the plan and be
                                    consistent when applied to similarly
                                    situated claimants); and

                           d.       The review on appeal will consider all
                                    comments, documents, records and other
                                    information submitted by the Participant,
                                    without regard to whether such information
                                    was submitted or considered in the initial
                                    benefit denial.

                                      -89-
<PAGE>

                  2.       Timing Of Notice Of Appeals Decision.
                           ------------------------------------

                           The Committee will notify the Participant,
                           Beneficiary or his or her representative of the
                           appeals decision (whether or not a complete or
                           partial denial)) within a reasonable period of time,
                           but no later than sixty (60) days after the Plan's
                           receipt of the appeal. If the Committee determines
                           that an extension of the time for processing the
                           claim is needed, the Committee will notify the
                           Participant, Beneficiary or his or her representative
                           of the reasons for the extension and the extended due
                           date before the end of the sixty (60) day period
                           after the filing of the appeal. The extended period
                           will not exceed one hundred twenty (120) days after
                           the date of the filing of the appeal.

                  3.       Content Of Notice Of Appeals Decision.
                           -------------------------------------

                           A notice of a benefit determination on appeal will be
                           provided in written form or via e-mail. If the
                           decision is in whole or in part a denial of the
                           appeal, the notice will provide the following
                           information:

                           a.       The specific reason(s) for the denial;

                           b.       Reference to the specific Plan provisions on
                                    which the denial is based;


                           c.       A statement that the Participant,
                                    Beneficiary or representative is entitled to
                                    receive, upon request and free of charge,
                                    access to and copies of all documents,
                                    records and other information relevant to
                                    the benefit claim (a document is considered
                                    relevant to the claim if it: (i) was relied
                                    upon in making the benefit decision; (ii)was
                                    submitted, considered or generated in the
                                    course of making the benefit decision,
                                    without regard as to whether it was relied
                                    upon in making the decision; or (iii)
                                    demonstrates compliance in making the
                                    benefit decision with the requirement that
                                    benefit decisions must follow the terms of
                                    the plan and be consistent when applied to
                                    similarly situated claimants); and

                                      -90-
<PAGE>

                           d.       A statement regarding the Participant's or
                                    Beneficiary's right to bring a civil action
                                    under ERISA section 502(a) following a
                                    benefit denial on appeal.

                        ARTICLE 12. PLAN ADMINISTRATION

12.01.   Appointment of the Plan Administrator.
         -------------------------------------

         The Board shall appoint an Administrative Retirement Committee
         comprised of three (3) or more persons (hereinafter referred to as the
         Committee) to serve at its pleasure for such term or terms as the Board
         may designate or until a successor has been appointed or until removal
         by the Board. The Board shall provide the Trustee the names and
         specimen signatures of the members of the Committee and any changes
         thereafter made in the membership of the Committee. Committee members
         may resign by giving at least seven (7) days advance written notice to
         the Board, the Committee Chair and the Trustee. A member may be removed
         at any time, without advance notice, by appropriate action of the
         Board. Vacancies due to resignation, death, removal or other causes
         shall be filled by the Board. All reasonable expenses of the Committee
         shall be paid by the Employer. The number of the Committee may be
         changed by the Board at any time.

12.02.   Employment Records.
         ------------------

         The Employer shall maintain permanent employment records to show dates
         of employment and Severance From Employment, sex, birth date, hours
         worked, times on vacation, authorized leaves of absence, illnesses, and
         annual compensation (categorized into different types of compensation
         as may be appropriate), for each Employee. The Employer shall make such
         records available to the Trustee and Plan Administrator, in a timely
         manner, and the Employer shall be responsible for the accuracy of such
         information, upon which the Trustee and Plan Administrator are entitled
         to rely.

12.03.   Reports and Disclosure.
         ----------------------

         The Plan Administrator shall prepare, file and distribute, in a timely
         manner, all reports and information to be disclosed to Participants as
         may be required by ERISA, including, but not limited to, plan
         descriptions and summary plan descriptions, annual reports to the
         Department of Labor, annual reports to the Treasury Department, and
         annual reports to Participants. The Plan Administrator shall prepare
         such reports from

                                      -91-
<PAGE>

         records kept by it and information furnished by the Employer and the
         Trustee.

12.04.   Retention of Records.
         --------------------

         Every person subject to a requirement to file any description or report
         or to certify any information thereof under ERISA, or who would be
         subject to such a requirement but for an exemption or simplified
         reporting requirement under ERISA section 104(a)(2) or (3), shall
         maintain records on the matters of which disclosure is required which
         will provide in sufficient detail the necessary basic information and
         data from which the documents thus required may be verified, explained
         or clarified and checked for accuracy and completeness, and shall
         include vouchers, worksheets, receipts and applicable resolutions, and
         shall keep such records available for examination for a period of not
         less than six (6) years after the filing date of the documents based on
         the information which they contain, or six (6) years after the date on
         which such documents would have been filed but for an exemption or
         simplified reporting requirement under ERISA section104(a)(2) or (3).

12.05.   Appointment of Committee Officers.
         ---------------------------------

         The Board shall appoint certain members of the Committee to serve as
         the following officers of the Committee: Chair, Secretary, and Member
         in Charge of Investments. If so designated by the Board, a member of
         the Committee may hold more than one office.

         A.       Chair.
                  -----

                  The Chair of the Committee shall, if present, preside at
                  meetings of the Committee and exercise and perform such other
                  powers and duties as may be from time to time assigned to him
                  by the Committee or prescribed by this Charter or the Plan
                  documents. The Chair shall be responsible for scheduling
                  regular and special meetings of the Committee and preparing,
                  or causing to be prepared, an agenda for each such meeting. In
                  addition, the Chair shall be generally responsible for
                  monitoring legal developments affecting the compliance of the
                  Plans with ERISA and the Code. The Chair shall also be
                  responsible for recommending plan modifications and plan
                  design changes not necessarily required by changes in the law.

                                      -92-
<PAGE>

         B.       Secretary.
                  ---------

                  The Secretary of the Committee shall keep or cause to be kept,
                  at the Employer's principal executive office, or such other
                  place(s) as the Committee may direct, a book of Minutes of all
                  meetings and actions of the Committee, with the time and place
                  of holding, the notice (if any) given, the names of those
                  present, and the proceedings.

                  The Secretary shall keep, or cause to be kept, at the
                  Employer's principal executive office, a copy of all relevant
                  Plan documents, amendments, Board resolutions regarding the
                  Plan, IRS determination letters, Plan filings with either the
                  Internal Revenue Service (IRS), or the Department of Labor
                  (DOL), as well as such other documents and information as the
                  Committee deems appropriate.

                  The Secretary shall give, or cause to be given, notice of all
                  meetings of the Committee.

         C.       Member in Charge of Investments.
                  -------------------------------

                  The Member in Charge of Investments shall be responsible for
                  advising the Committee with respect to the investment
                  activities of the Committee with respect to the Plan. The
                  Member in Charge of Investments shall be responsible for
                  periodically reviewing and analyzing all investment options,
                  investment manager selections relating to the Plan, and shall
                  lead Committee discussions in connection with the discharge of
                  the Committee's fiduciary responsibilities with respect to
                  Plan investments.

                  In addition, the Member in Charge of Investments shall be
                  responsible for:

                  1.       Recommending investment advisers and managers for the
                           Plan;

                  2.       Negotiating agreements with investment managers and
                           advisers;

                  3.       Arranging for the measurement of investment managers'
                           performance;

                                      -93-
<PAGE>

                  4.       Communicating with the Trustee, as required by the
                           Plan; and

                  5.       Recommending appropriate changes relating to the
                           Plan's Trustee.

12.06.   Committee Action.
         ----------------

         A.       Majority Vote Required.
                  ----------------------

                  The Committee shall act by a majority vote of its members in
                  office at that time, such vote to be taken at a meeting, or in
                  writing without a meeting. Provided that if action is taken by
                  a majority vote, or the written consent of a majority of the
                  Committee, or a combination thereof, there shall be no
                  requirement of a quorum in order for the Committee to take
                  action.

          .       Meetings By Telephone.
                  ---------------------

                  Conference telephone or similar communication equipment, so
                  long as all members participating in the meeting can hear one
                  another, and all such members shall be deemed to be present in
                  person at the meeting.

         C.       Execution of Documents.
                  ----------------------

                  The Committee may by such majority action authorize its Chair
                  or anyone or more of its members to execute any document or
                  documents on behalf of the Committee, in which event the
                  Committee shall notify the Trustee in writing of such action
                  and the name or names of those so designated. The Trustee
                  thereafter shall accept and rely conclusively upon any
                  direction or document executed by such secretary, member or
                  members as representing action by the Committee until the
                  Committee shall file with the Trustee a written revocation of
                  such designation. A member of the Committee who is also a
                  Participant hereunder shall not vote or act upon any matter
                  relating solely to such member.

12.07.   Rights and Duties.
         -----------------

         The Committee shall be the Plan Administrator and Named Fiduciary of
         the Plan within the meaning of ERISA. The Committee, on behalf of the

                                      -94-
<PAGE>

         Participants and their beneficiaries shall have the authority to
         control and manage the operation and administration of the Plan and
         shall have all powers necessary to accomplish those purposes. The
         Committee shall have full discretionary and final authority to
         determine eligibility for benefits and to construe any and all of the
         Plan's terms. In addition, the responsibility and authority of the
         Committee shall include, but shall not be limited to, the following:

         A.       Determining all questions relating to the eligibility of
                  Employees to participate;

         B.       Computing and certifying to the Trustee the amount and kind of
                  benefits payable to Participants, Spouses and/or their
                  beneficiaries;

         C.       Authorizing all disbursements by the Trustee from the Trust;

         D.       Maintaining all necessary records for the administration of
                  the Plan other than those which the Trustee has specifically
                  agreed to maintain;

         E.       Interpreting the provisions of the Plan and publishing such
                  roles for the regulation of the Plan as are deemed necessary
                  and not inconsistent with the terms hereof;

         F.       Establishing reasonable procedures to determine the qualified
                  status of domestic relations orders and to administer
                  distributions under such qualified orders;

         G.       Notifying the Participant and any other alternate payee, as
                  defined under Code section 414(p)(8), of the receipt of a
                  domestic relations order, the Plan's procedures for
                  determining the qualified status of such an order, and the
                  determination made in connection with such order;

         H.       Directing the Trustee to make distributions from the Trust
                  Fund to Participants, former Participants, and beneficiaries
                  of the Trust in accordance with the provisions of the Plan and
                  this Trust Agreement. The Trustee shall withhold from such
                  distributions any amount required to be withheld pursuant to
                  Code section3405 unless the recipient of such distributions
                  has made an appropriate election under Code section3405(a)(2)
                  or 3405(b)(3);

                                      -95-
<PAGE>

         I.       Selecting, engaging, employing and discharging consultants,
                  including, but not limited to, accountants, attorneys,
                  investment counsel, plan administrators and actuaries, as may
                  be reasonable or necessary, as determined by the Committee in
                  its sole discretion. No person so employed shall be
                  disqualified by reason of any interest in the Trust or
                  employment by any Employer unless specifically disqualified by
                  law or regulation.

12.08.   Investments.
         -----------

         The Committee shall be the named fiduciary with respect to control and
         management of assets of the Plan, and may appoint, in writing, an
         investment manager or managers to manage and control all of the
         investments of the Plan, or may delegate the responsibility for making
         investment decisions to the Trustee hereof, in which case the Trustee,
         to the extent permitted by governing law, shall be the fiduciary of the
         Plan. No such appointment shall be effective until the investment
         manager has acknowledged in writing that the investment manager is a
         fiduciary of the Plan and that the investment manager has complied with
         the bonding requirements of ERISA.

12.09.   Independent Qualified Accountant.
         --------------------------------

         Unless the Plan is exempt from the requirement by applicable law or
         regulation, the Committee shall engage on behalf of all Plan
         Participants an independent qualified public accountant who shall
         conduct such examinations of the financial statements of the Plan and
         of other books and records of the Plan as the accountant may deem
         necessary to enable the accountant to form an opinion as to whether the
         financial statements and schedules required to be included in any
         reports required by law are presented fairly in conformity with
         generally accepted accounting principles applied on a basis consistent
         with that of any preceding year.

12.10.   Standard of Care.
         ----------------

         The Committee shall discharge its duties with respect to the Plan
         solely in the interest of the Participants and beneficiaries and (a)
         for the exclusive purpose of providing benefits to Participants and
         their beneficiaries and defraying reasonable expenses of administering
         the Plan; (b) with the care, skill, prudence, and diligence under the
         circumstances then prevailing that a prudent person acting in a like
         capacity and familiar with such matters would use in the conduct of an

                                      -96-
<PAGE>

         enterprise of like character and with like aims; and (c) in accordance
         with the Plan provisions.

12.11.   Allocation and Delegation of Responsibility.
         -------------------------------------------

         The Committee may by written rule allocate fiduciary responsibilities
         among Committee members and may delegate to persons other than
         Committee members the authority to carry out fiduciary responsibilities
         under the Plan, provided that no such responsibility shall be allocated
         or delegated to the Trustee without its written consent. As used in
         this part, the term "fiduciary responsibility" shall not include any
         responsibility provided in this Trust Agreement to manage or control
         the assets of the Plan.

         The Committee in making the above allocation of fiduciary
         responsibilities may provide that a person or group of persons may
         serve in more than one (1) fiduciary capacity with respect to the Plan.

         The Committee or, so long as the Committee shall have made written
         approval, persons to whom fiduciary responsibilities have been
         delegated by the Committee, may employ one (1) or more persons to
         render advice with regard to any responsibility such fiduciary has
         under the Plan.

         In the event a fiduciary responsibility is allocated to a Committee
         member, no other Committee member shall be liable for any such act or
         omission of the person to whom the responsibility is allocated except
         as may be otherwise required by law. If a fiduciary responsibility is
         delegated to a person other than a Committee member, the Committee
         shall not be responsible or liable for an act or omission of such
         persons in carrying out such responsibility except as may otherwise be
         required by law.

12.12.   Bonding.
         -------

         Each fiduciary of the Plan and every person handling Plan funds shall
         be bonded unless exempt from such requirement under ERISA. It shall be
         the obligation of the Committee to assure compliance with applicable
         bonding requirements. The Trustee shall not be responsible for assuring
         the bonding requirements are complied with and such responsibility is
         specifically allocated to the Committee.

                                      -97-
<PAGE>

                     ARTICLE 13. AMENDMENT AND TERMINATION

13.01.   Amendment.
         ---------

         A.       The Employer reserves the right to amend this Plan and the
                  Trust at any time without the consent of the Plan
                  Administrator, any Trustee or any Fiduciary, or of any
                  Participant or Beneficiary, and this Plan may be amended at
                  any time in writing by the Employer; provided, however, that
                  except in accordance with the provisions of the Plan or as
                  otherwise specifically permitted by law, no such amendment
                  shall:

                  1.       Cause any of the assets of the Trust Fund to be used
                           for or diverted to purposes other than for the
                           exclusive benefit of Participants and their
                           Beneficiaries; or

                  2.       Have any retroactive effect so as to deprive any
                           Participant or Beneficiary of any benefit already
                           Vested, except that such changes may be made as may
                           be required to permit the Plan and the Trust to meet
                           the requirements of the Code with respect to the
                           qualification of the Plan and the exemption of the
                           Trust under Code sections 401(a) and 501(a), or any
                           similar statutes enacted in lieu thereof; or

                  3.       Create or effect any discrimination in favor of
                           Participants who are Highly Compensated Employees of
                           the Employer; or

                  4.       Increase the duties or liabilities of the Trustee
                           without the Trustee's consent.

         B.       Any such Plan amendment shall be made by means of a written
                  instrument identified as an amendment of the Plan effective as
                  of a specified date.

13.02.   No Amendment To Reduce Protected Benefits.
         -----------------------------------------

         Except as permitted by regulations, no Plan amendment or transaction
         having the effect of a Plan amendment (such as a merger, plan transfer
         or similar transaction) shall be effective to the extent it eliminated
         or reduces any "Section 411(d)(6) protected benefit" or adds or
         modifies conditions relating to "Section 411(d)(6) protected benefits"
         the result of which is a further restriction on such benefit unless
         such protected

                                      -98-
<PAGE>

         benefits are preserved with respect to benefits accrued as of the later
         of the adoption date or effective date of the amendment. "Section
         411(d)(6) protected benefits" are benefits described in Code
         section411(d)(6)(A), early retirement benefits and retirement-type
         subsidies, and optional forms of benefit.

13.03.   Plan Termination.
         ----------------

         The Employer expects to continue the Plan indefinitely, but reserves
         the right to terminate the Plan at any time by appropriate action.
         Failure of the Employer to retain the qualified status of the Plan
         under Code section401 shall be deemed to be termination of the Plan. In
         the event of such termination, a partial termination, as determined in
         accordance with the standards established by the Internal Revenue
         Service through Treasury Regulations and Revenue Rulings, or
         termination as set forth in the Bankruptcy, Employer Merger, Or
         Suspension Of Contributions article, below, or upon complete
         discontinuance of contributions hereunder, each affected Employee shall
         become one hundred percent (100%) Vested in the Participant's Account.
         The Employer shall thereupon give written directions to the Plan
         Administrator and the Trustee to either:

         A.       Terminate the Plan and the Trust and direct the Trustee to
                  distribute to the Participants; or

         B.       Cease future benefit accruals under the Plan, except as may be
                  required by the Top Heavy Plan Rules article, and continue the
                  Trust, with distributions to be made to a Participant pursuant
                  to the Plan upon the Participant's Severance From Employment.

13.04.   Reversions.
         ----------

         A.       Except as provided below and as otherwise specifically
                  permitted by law, it shall be impossible by operation of the
                  Plan or of the Trust, by termination of either, by power of
                  revocation or amendment, by the happening of any contingency,
                  by collateral arrangement or by any other means, for any part
                  of the corpus or income of any Trust Fund maintained pursuant
                  to the Plan or any funds contributed thereto to be used for,
                  or diverted to, purposes other than the exclusive benefit of
                  Participants or their Beneficiaries; provided, however:

                  1.       In the case of a contribution which is made by an
                           Employer by a mistake of fact, the Trustee may return
                           such

                                      -99-
<PAGE>

                           contribution to the Employer within one (1) year
                           after the payment of the contribution.

                  2.       All contributions to the Plan are conditioned upon
                           the initial qualification of the Plan under Code
                           section 401. If the Employer files an application for
                           determination on the initial qualification of the
                           Plan by the time prescribed by law for filing the
                           Employer's return for the taxable year in which the
                           Plan was adopted, or such later date as the Secretary
                           of the Treasury may provide, and if the Plan receives
                           an adverse determination with respect to its initial
                           qualification, then the Trustee shall, within a
                           reasonable time after receiving a written direction
                           from the Employer to do so:

                           a.       Return to the contributors the then value of
                                    all contributions theretofore made within
                                    one (1) year after such determination;

                           b.       Leave the funds in the Trust to fund the
                                    obligations of the Plan;

                           c.       Distribute the funds to the Participants; or

                           d.       Any combination of the above.

                  3.       All contributions to the Plan are conditioned upon
                           deductibility of the contribution under Code section
                           404. To the extent that the deduction is disallowed,
                           the Trustee shall return to the Employer such
                           contribution, to the extent disallowed, within one
                           (1) year after the disallowance of the deduction.

                  4.       Upon termination of the Plan, if there is any balance
                           remaining in the Trust after the satisfaction of all
                           liabilities to the Participants and their
                           Beneficiaries, the Trustee shall return said balance
                           to the Employer.

         B.       As a condition to the foregoing reversions, the Employer shall
                  execute, acknowledge and deliver to the Trustee its written
                  undertaking, in form satisfactory to the Trustee, to
                  indemnify, defend and hold the Trustee harmless from all
                  claims, actions, demands or liabilities arising in connection
                  with such reversions.

                                     -100-
<PAGE>

13.05.   Segregation Of Trust Assets.
         ---------------------------

         If this Plan initially or subsequently does not qualify under Code
         section401(a), or is terminated, and if the Trustee has commingled the
         assets of the Trust with assets belonging to other exempt employees'
         trusts, or for tax purposes reports the income and distribution of the
         Trust as part of a single trust, the Plan Administrator shall direct
         the Trustee to forthwith segregate the assets of the Trust for
         accounting and tax purposes and treat such Trust as a separate and
         distinct trust.

13.06.   Transfer to New Plan.
         --------------------

         If the Employer establishes another plan providing comparable benefits
         to this Plan, such other plan is qualified under Code section 401 and
         the Employer intends to discontinue contributions under this Plan due
         to the liabilities created under the new plan, then the Employer may
         direct the Trustee to cause all Trust Funds to be transferred to such
         newly-created Plan. Thereafter, notwithstanding the provisions of the
         Plan Termination paragraph, all further obligations to Participants,
         their Beneficiaries or the Employer under this Plan shall cease.
         Neither the sponsor nor the Trustee shall be required to ascertain the
         proper applicability of such funds after the transfer is made.

13.07.   Bankruptcy.
         ----------

         If the Employer shall at any time be judicially declared bankrupt or
         insolvent, or in the event of dissolution, merger or consolidation,
         without any provision being made for the continuance of the Plan, the
         Plan shall be deemed to have terminated and the provisions of the Plan
         Termination article, above, shall become operative.

13.08.   Employer Merger.
         ---------------

         If the Employer merges or consolidates with or into another entity, or
         transfers substantially all of the assets of the Employer to another
         entity or dissolves, the Plan shall terminate on the effective date of
         such merger, consolidation, transfer or dissolution, and the provisions
         of the Plan Termination article, above, shall become operative.
         However, if the surviving entity resulting from such merger or
         consolidation, or the entity to which the assets have been transferred,
         adopts this Plan, the Plan shall continue and said entity shall succeed
         to all rights, powers and duties of the Employer hereunder. The
         employment of any Employee

                                     -101-
<PAGE>

         who is continued in the employ of such successor shall not be deemed to
         have been terminated for any Plan purposes.

13.09.   Suspension of Contributions.
         ---------------------------

         The Employer shall have the right, at any time, to suspend
         contributions hereunder. In such event, the Employer shall advise the
         Trustee to take such action on any Contracts as are considered proper
         in the circumstances in accordance with the rules of the Insurer.
         Should such suspension ripen into a complete discontinuance of
         contributions, each affected Employee shall become one hundred percent
         (100%) Vested retroactive to the time of such initial suspension of
         contributions, and the provisions of the Plan Termination article,
         above, shall become operative.

13.10.   Plan Merger.
         -----------

         In the event of any merger or consolidation with, or the transfer of
         assets or liabilities to any other plan, each Participant in the Plan
         shall (if the Plan then terminated) receive a benefit immediately after
         the merger, consolidation or transfer which is equal to or greater than
         the benefit that the Participant would have been entitled to receive
         immediately before the merger, consolidation or transfer (if the Plan
         then terminated).

              ARTICLE 14. PARTICIPANT-DIRECTED INDIVIDUAL ACCOUNTS

14.01.   Directed Individual Accounts Permitted.
         --------------------------------------

         If the Plan provides for individual accounts, the Plan Administrator,
         in its sole discretion, may determine that all Participants be
         permitted to direct the Trustee as to the investment of all or a
         portion of the interest in any one or more of their individual
         accounts. If such authorization is given by the Plan Administrator, the
         Participants may, subject to a procedure established by the Plan
         Administrator, in a uniform, nondiscriminatory manner, direct the
         Trustee in writing to invest the vested portion of their account(s) in
         the range of investment alternatives specified by the Plan
         Administrator.

14.02.   Separate Account Established.
         ----------------------------

         A separate Participant Directed Individual Account shall be established
         for each Participant who has directed an investment. Transfers between
         the Participant's other accounts and his Participant Directed
         Individual Account shall be charged and credited as the case may be to
         each

                                     -102-
<PAGE>

         account. The Participant Directed Individual Account shall not share in
         the Trust Fund investment results, but it shall be charged or credited
         as appropriate with the net earnings, gains, losses, expenses, taxes
         and unrealized appreciation or depreciation in market value, during
         each Plan Year attributable to such account, and it shall be subject to
         all of the other provisions of the Plan and this Trust. Neither shall
         the investment results of the Participant Directed Individual Accounts
         be included in the calculation of the Trust Fund investment results
         generally.

14.03.   Fiduciary Duty.
         --------------

         It is intended that such Participant Directed Individual Account
         qualify as a participant-directed individual account pursuant to ERISA
         section404(c) and the regulations thereunder. To the extent so directed
         by the Participants, the Plan Administrator and Trustees are relieved
         of their fiduciary responsibilities as provided in ERISA section 404.
         Neither the Trustees nor any other person shall be under any duty to
         question any direction from any Participant or to review any investment
         or to make any investment suggestion to any Participant, except as
         otherwise required by the regulations promulgated under ERISA
         section404(c).

                           ARTICLE 15. MISCELLANEOUS

15.01.   Limitation of Rights; Employment Relationship.
         ---------------------------------------------

         Neither the establishment of the Plan or the Trust, nor any
         modifications thereof, nor the creation of any fund or account, nor the
         payment of any benefits, shall be construed as giving to any
         Participant or other person any legal or equitable right against the
         Employer, the Plan Administrator or the Trustee except as provided by
         law; and in no event shall the terms of employment of any Employee be
         modified or in any way affected hereby.

15.02.   Release from Liability.
         ----------------------

         Any payment to any Participant, or to the Participant's legal
         representative or Beneficiary, in accordance with the provisions of the
         Plan, shall to the extent thereof be in full satisfaction of all claims
         hereunder against the Employer, the Plan Administrator and the Trustee,
         any of whom may require such Participant, legal representative or
         Beneficiary, as a condition precedent to such payment, to execute a
         receipt and release therefore in such form as shall be determined by
         the Employer, the Plan Administrator or the Trustee, as the case may
         be.

                                     -103-
<PAGE>

15.03.   Disputes.
         --------

         If a dispute arises as to the proper amount or recipient of any payment
         of benefits or delivery of any Contracts, the Plan Administrator, in
         the Plan Administrator's sole discretion, may withhold or cause to be
         withheld, such payment or delivery until the dispute has been settled
         by the parties concerned, or the Plan Administrator may deposit such
         funds or property with the court in an interpleader action brought
         under the law of the state having jurisdiction.

15.04.   Alienation.
         ----------

         A.       Subject to the exceptions provided below and as otherwise
                  specifically permitted by law, no assets or benefits under
                  this Plan and the Trust shall be subject in any manner to
                  anticipation, alienation, sale, transfer, assignment, pledge,
                  encumbrance or charge. Any attempt to so anticipate, alienate,
                  sell, transfer, assign, pledge, encumber or charge the same
                  shall be void. Nor shall any such benefits in any manner be
                  liable for or subject to the debts, contracts, liabilities or
                  torts of the person entitled to such benefits; provided,
                  however, that there shall not be taken into account any
                  voluntary and revocable assignment of not to exceed ten
                  percent (10%) of any benefit payment made by a Participant who
                  is receiving benefits under the Plan unless the assignment or
                  alienation is made for purposes of defraying plan
                  administration costs. This paragraph shall not apply to
                  assignments which were irrevocable on September2, 1974.

         B.       The prohibitions contained in this Alienation paragraph shall
                  not apply to the extent a Participant or Beneficiary is
                  indebted to the Plan, for any reason, under any provision of
                  this Plan or the Trust. At the time a distribution is to be
                  made to or for a Participant's or Beneficiary's benefit, such
                  proportion of the amount distributed as shall equal such
                  indebtedness shall be retained by the Trustee to apply against
                  or discharge such indebtedness. Prior to such application,
                  however, the Plan Administrator must give written notice to
                  the Participant or Beneficiary that such indebtedness is to be
                  so paid in whole or part from the Participant's Account. If
                  the Participant or Beneficiary does not agree that the
                  indebtedness is a valid claim against the Participant's
                  Account, the Participant or Beneficiary shall be entitled to a
                  review of the validity of the claim in accordance with
                  procedures provided in the Benefit Claims and Appeals article.

                                     -104-
<PAGE>

         C.       The prohibitions contained in this Alienation paragraph shall
                  not apply to a "qualified domestic relations order" as defined
                  in Code section414(p), and those other domestic relations
                  orders permitted to be so treated by the Plan Administrator
                  under the provisions of the Retirement Equity Act of 1984. The
                  Plan Administrator shall establish a written procedure to
                  determine the qualified status of domestic relations orders
                  and to administer distributions under such qualified orders.
                  Further, to the extent provided under a qualified domestic
                  relations order, a former spouse of a Participant shall be
                  treated as the surviving spouse for purposes of the Qualified
                  Joint and Survivor Annuity and Qualified Preretirement
                  Survivor Annuity provisions of the Plan and any spouse of the
                  Participant shall not be treated as the spouse of the
                  Participant for such purposes.

15.05.   Indemnity.
         ---------

         The Employer hereby agrees to indemnify and hold harmless each present
         and future Plan Administrator and their employees and all persons and
         corporations to whom duties are delegated hereunder, against all
         liabilities, costs and expenses, including, without limitation,
         attorneys' fees reasonably incurred by, or imposed upon, him in
         connection with, or arising out of, any claims, demands, suits, actions
         or proceedings in which such indemnified part may be involved, except
         in the case of the willful misconduct or gross negligence of any such
         indemnified party. Expenses shall include the cost of reasonable
         settlement made with the view to curtailment of costs of litigation.
         The foregoing right of indemnification shall not be exclusive of other
         rights to which such indemnified party may be entitled as a matter of
         law.

15.06.   Construction.
         ------------

         As used in this Plan, the masculine, feminine or neuter gender, the
         singular or plural number, and the use of the collective or the
         separate shall each be deemed to include the others whenever the
         context so indicates. The words "hereof", "herein" and "hereunder"
         refer to the entire Plan and not to a particular section.

15.07.   Applicable Law; Severability.
         ----------------------------

         The Plan and the Trust shall be construed, administered and governed in
         all respects by the laws of the United States of America to the extent
         applicable, otherwise, by the laws of the state of the Employer's
         principal

                                     -105-
<PAGE>

         place of business; provided, however, that if any provision is
         susceptible of more than one interpretation, such interpretation shall
         be given thereto as is consistent with this Plan and the Trust being
         qualified plan within the meaning of the Code and ERISA. If any
         provision of this Plan is held by a court of competent jurisdiction to
         be invalid or unenforceable, the remaining provisions hereof shall
         continue to be fully effective. This Plan may be reformed pursuant to
         the law of the state of the Employer's principal place of business.

15.08.   Agent for Service of Legal Process.
         ----------------------------------

         This Plan and the Trust may be served with legal process by service
         upon the Plan Administrator, the Employer or any Trustee.

                       ARTICLE 16. SAFE HARBOR PROVISIONS

16.01.   Rules of Employer Election and Application.
         ------------------------------------------

         A.       This Article will apply for any Plan Year in which the
                  Employer, by issuance of a Safe Harbor Notice, as described in
                  the Safe Harbor Notice section below, elects to administer
                  this Plan pursuant to the safe harbor provisions of Code
                  section 401(k)(12) and Code section 401(m)(11). A Safe Harbor
                  Notice will be deemed to be an amendment to this Plan.

         B.       To the extent that any other provision of the Plan is
                  inconsistent with the provisions of this Article, the
                  provisions of this Article shall control.

         C.       The purpose of this Article is to allow the Employer to take
                  advantage of the alternative methods of meeting the
                  nondiscrimination requirements pursuant to Code
                  section401(k)(12) and 401(m)(11).

16.02.   Definitions.
         -----------

         For any Plan Year in which the Employer elects to administer this Plan
         in accordance with this Article, the following additional Plan
         definitions will apply:

         A.       "ACP Test Safe Harbor" is the method described in the ACP Test
                  Safe Harbor Contributions section for satisfying the ACP test
                  of Code section 401(m)(2).

                                     -106-
<PAGE>

         B.       "ACP Test Safe Harbor Matching Contributions" are Matching
                  Contributions described in the ACP Test Safe Harbor
                  Contributions section.

         C.       "ADP Test Safe Harbor" is the method described in the ADP Test
                  Safe Harbor Contributions section for satisfying the ADP Test
                  of Code section 401(k)(12).

         D.       "ADP Test Safe Harbor Nonelective Contributions" are
                  Nonelective Contributions described in the ADP Test Safe
                  Harbor Contributions section.

         E.       "Safe Harbor Participant" means each Employee (including any
                  Highly or Non Highly Compensated Employee) who is eligible to
                  make an Elective Contribution at any time during the Plan Year
                  or who would have been eligible to make an Elective
                  Contribution but for a suspension due to a hardship
                  distribution or a statutory limitation (such as Code sections
                  402(g) and 415).

         F.       "ACP" means Actual Contribution Percentage as defined in the
                  Nondiscrimination Test for Matching Contributions section.

         G.       "ADP" means the Actual Deferral Percentage as defined in the
                  Nondiscrimination Limitations section.

16.03.   ADP Test Safe Harbor.
         --------------------

         For any Plan Year in which the Employer wishes to utilize the
         alternative method of satisfying the ADP Test under the Plan, the
         Employer must make an ADP Test Safe Harbor Nonelective Contribution to
         this Plan.

         A.       Amount of ADP Test Safe Harbor Nonelective Contributions.
                  --------------------------------------------------------

                  If the Employer elects to make an ADP Test Safe Harbor
                  Contribution to the Plan, the Employer will make an ADP Test
                  Safe Harbor Nonelective Contribution to the account of each
                  Safe Harbor Participant in an amount equal to three percent
                  (3%) of the Employees Compensation for the Plan Year.

         B.       Allocation Of ADP Test Safe Harbor Nonelective Contributions.
                  ------------------------------------------------------------

                  All ADP Test Safe Harbor Nonelective Contributions will be
                  allocated to the Participant's Safe Harbor Nonelective
                  Contributions Account maintained by the Employer under the

                                     -107-
<PAGE>

                  Plan; and under no circumstances will it be allocated with
                  regard to permitted disparity under Code section 401(l).

         C.       Vesting And Distribution Of ADP Test Safe Harbor Nonelective
                  ------------------------------------------------------------
                  Contributions.
                  -------------

                  ADP Test Safe Harbor Nonelective Contributions allocated to a
                  Participant's Safe Harbor Nonelective Contributions Account
                  will be one hundred percent (100%) vested at all times, and
                  can only be distributed upon the earlier of the date a
                  Participant incurs a Severance From Employment; the date a
                  Participant dies; the date a Participant retires as a result
                  of Disability Retirement; the date a Participant reaches age
                  fifty-nine and one-half (59-1/2) if on or after such date
                  in-service withdrawals are permitted under the Payment Of
                  Benefits article; or the date an event described in Code
                  section401(k)(10) occurs. ADP Test Safe Harbor Nonelective
                  Contributions may not be distributed because of hardship.

16.04.   ACP Test Safe Harbor Contributions.
         ----------------------------------

         In order to use the alternative method of satisfying the ACP Test, the
         Employer must meet the following requirements:

         A.       The Matching Contribution requirements under Code
                  section401(k)(12)(B)(i) or (iii);

         B.       The notice requirements under the Safe Harbor Notice section;

         C.       No Highly Compensated Employee may receive a greater rate of
                  Matching Contributions than a Non Highly Compensated Employee
                  at the same rate of Elective Contributions;

         D.       The rate of Matching Contributions cannot increase as a
                  Participant's Elective Contributions increase; and

         E.       Matching Contributions are not made on Elective Contributions
                  in excess of six percent (6%) of Compensation.

16.05.   Safe Harbor Notice.
         ------------------

         The term Safe Harbor Notice means a written notice provided by the
         Employer to all Safe Harbor Participants in accordance with the
         following provisions:

                                     -108-
<PAGE>

         A.       Contents Of Notice.
                  ------------------

                  A Safe Harbor Notice must be in writing in accordance with
                  section V.C. of Notice 98-52 (or any subsequent guidance
                  issued by the Internal Revenue Service). Except as otherwise
                  permitted, a Safe Harbor Notice must describe the "safe
                  harbor" formula to be used under the Plan.

         B.       General Timing Requirement.
                  --------------------------

                  The notice must be given at least thirty (30) days, but not
                  more than ninety (90) days, before the beginning of the Plan
                  Year to each Safe Harbor Participant who is eligible to
                  participate in this Plan. If an Employee becomes eligible
                  after the ninetieth day before the beginning of the Plan Year
                  and does not receive the notice for that reason, the notice
                  must be provided no more than ninety (90) days before the
                  Employee becomes eligible but not later than the date the
                  Employee becomes eligible.

         C.       Electronic Distribution Permitted.
                  ---------------------------------

                  Instead of issuing a written paper document, the notice may be
                  distributed to a Safe Harbor Participant through an electronic
                  medium which is reasonably accessible to the Safe Harbor
                  Participant and which satisfies the requirements imposed
                  thereon under Notice 2000-3, Q&A-7.

         D.       Election Periods.
                  ----------------

                  In addition to any other election periods provided under the
                  Plan, each Safe Harbor Participant must be able to make or
                  modify a deferral election salary under the Employer's 401(k)
                  Plan during the thirty (30) day period immediately following
                  receipt of the notices described in this paragraph.

                                     -109-
<PAGE>

IN WITNESS WHEREOF, the Employer has caused this Plan to be executed on this
____ day of _________ 2004.

                                       EMPLOYER
                                       --------

                                       NORTH VALLEY BANCORP

                                       By: /s/ MICHAEL J. CUSHMAN
                                           -------------------------------------
                                           Michael J. Cushman
                                           President & CEO

                                       On behalf of North Valley Bancorp and the
                                       following Participating Affiliated
                                       Employers:

                                         North Valley Bank
                                         Bank Processing, Inc.
                                         Six Rivers Bank
                                         Yolo Community Bank

                                     -110-