EXHIBIT 10 (iii)





                              NORTH VALLEY BANCORP
                            SALARY CONTINUATION PLAN




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                              NORTH VALLEY BANCORP
                            SALARY CONTINUATION PLAN

                                TABLE OF CONTENTS
                                -----------------

                                    ARTICLE 1
                                   DEFINITIONS
                                   -----------


1.1      BENEFIT..............................................................1
1.2      CHANGE IN CONTROL....................................................1
1.3      CODE.................................................................2
1.4      COMPANY..............................................................2
1.5      COMPENSATION.........................................................2
1.6      CONSTRUCTIVE TERMINATION OF EMPLOYMENT...............................2
1.7      DISABILITY...........................................................3
1.8      DISCOUNT RATE........................................................3
1.9      EARLY TERMINATION....................................................3
1.10     EARLY TERMINATION DATE...............................................3
1.11     EFFECTIVE DATE.......................................................3
1.12     ELECTION FORM........................................................4
1.13     EMPLOYER.............................................................4
1.14     ERISA................................................................4
1.15     EXECUTIVE............................................................4
1.16     INVOLUNTARY TERMINATION OF EMPLOYMENT................................4
1.17     NORMAL RETIREMENT AGE................................................4
1.18     NORMAL RETIREMENT DATE...............................................4
1.19     PLAN YEAR............................................................4
1.20     SECTION 409A.........................................................4
1.21     SPECIFIED EMPLOYEE...................................................4
1.22     TERMINATION FOR CAUSE................................................4
1.23     TERMINATION OF EMPLOYMENT............................................5
1.24     VESTED BENEFIT.......................................................5
1.25     YEAR OF SERVICE......................................................5

                                    ARTICLE 2
                                LIFETIME BENEFITS
                                -----------------

2.1      NORMAL RETIREMENT BENEFIT............................................5
2.2      EARLY TERMINATION BENEFIT............................................6
2.3      DISABILITY BENEFIT...................................................7
2.4      CHANGE IN CONTROL (ACCOMPANIED BY TERMINATION OF EMPLOYMENT)
           BENEFIT............................................................7
2.5      CHANGE OF CONTROL/NO TERMINATION OF EMPLOYMENT.......................8
2.6      EXCESS PARACHUTE PAYMENT.............................................9
2.7      ASSUMPTIONS..........................................................9

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                                    ARTICLE 3
                                 DEATH BENEFITS
                                 --------------

3.1      DEATH BEFORE BENEFIT PAYMENTS COMMENCE...............................9
3.2      DEATH DURING BENEFIT PERIOD..........................................9
3.3      DEATH AFTER BENEFIT PERIOD...........................................9
3.4      DEATH BENEFITS IN THE ABSENCE OR INADEQUACY OF SPLIT DOLLAR
           AGREEMENT..........................................................9

                                    ARTICLE 4
                               GENERAL LIMITATIONS
                               -------------------

4.1      TERMINATION FOR CAUSE...............................................10
4.2      SUICIDE OR MISSTATEMENT.............................................10

                                    ARTICLE 5
                          CLAIMS AND REVIEW PROCEDURES
                          ----------------------------

5.1      CLAIMS PROCEDURE....................................................11

                                    ARTICLE 6
                           AMENDMENTS AND TERMINATION
                           --------------------------

6.1      TERMINATION.........................................................14
6.2      AMENDMENT...........................................................15

                                    ARTICLE 7
                                  MISCELLANEOUS
                                  -------------

7.1      BINDING EFFECT......................................................15
7.2      NO GUARANTEE OF EMPLOYMENT..........................................15
7.3      NON-TRANSFERABILITY.................................................15
7.4      REORGANIZATION......................................................15
7.5      TAX WITHHOLDING.....................................................15
7.6      APPLICABLE LAW......................................................15
7.7      UNFUNDED ARRANGEMENT................................................15
7.8      ENTIRE AGREEMENT....................................................16
7.9      ADMINISTRATION......................................................16
7.10     NAMED FIDUCIARY.....................................................16
7.11     REIMBURSEMENT OF EXPENSES IN ENFORCING RIGHTS.......................16
7.12     PROHIBITED ACCELERATION/DISTRIBUTION TIMING.........................16
7.13     AGGREGATION OF EMPLOYERS............................................17

EXHIBIT 1....................................................................18
EXHIBIT 2....................................................................19
EXHIBIT 3....................................................................20

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                              NORTH VALLEY BANCORP
                            SALARY CONTINUATION PLAN

                              Amended and Restated
                            Effective January 1, 2007

                                     Purpose

         The purpose of this North Valley Bancorp Salary Continuation Plan is to
provide salary continuation benefits to a select group of management or highly
compensated employees of North Valley Bancorp and those of its affiliates that
are participating employers under this Plan, as set forth in Section 1.14. This
Plan shall be unfunded for tax purposes and for purposes of Title I of the
Employee Retirement Income Security Act of 1974, as amended. This Plan is
intended to comply with the requirements of Section 409A of the Internal Revenue
Code of 1986, as amended, as added by the American Jobs Creation Act of 2004 and
the Treasury regulations or any other authoritative guidance issued thereunder.

         This Plan amends and restates the Salary Continuation Agreements
between North Valley Bank and the executives covered hereunder, as set forth in
Section 1.16, that previously governed the salary continuation benefits
contemplated under this Plan. All such salary continuation benefits, including
those that accrued prior to January 1, 2005, are subject to Section 409A
(defined below).

                                    Article 1
                                   Definitions

         Whenever used in this Plan, the following words and phrases shall have
the meanings specified:

         1.1      "Benefit" means an annual benefit equal the percentage of
Compensation or the fixed dollar amount set forth next to the Executive's name
on Exhibit 1 hereto.

         1.2      "Change in Control" means the occurrence of any of the
following events with respect to the Company or the Employer: (i) a change in
control of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or in response to any other form
or report to the regulatory agencies or governmental authorities having
jurisdiction over the Company or any stock exchange on which the Company's
shares are listed which requires the reporting of a change in control; (ii) any
merger, consolidation or reorganization of the Company or the Employer in which
the Company or the Employer does not survive; (iii) any sale, lease, exchange,
mortgage, pledge, transfer or other disposition (in one transaction or a series
of transactions) of any assets of the Company or the Employer having an
aggregate fair market value of fifty percent (50%) of the total value of the
assets of the Company or the Employer, reflected in the most recent balance
sheet of the Company or the Employer; (iv) a transaction whereby any "person"
(as such term is used in the Exchange Act or any individual, corporation,
partnership, trust or any other entity) is or becomes the beneficial owner,

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directly or indirectly, of securities of Employer representing fifty percent
(50%) or more of the combined voting power of the Company's or the Employer's
then outstanding securities; (v) if in any one year period, individuals who at
the beginning of such period constitute the Board of Directors of the Company
cease for any reason to constitute at least a majority thereof, unless the
election, or the nomination for election by the Company's shareholders, of each
new director is approved by a vote of a least three-quarters of the directors
then still in office who were directors at the beginning of the period; (iv) a
majority of the members of the Board of Directors of the Company in office prior
to the happening of any event determines in its sole discretion that as a result
of such event there has been a change in control. Notwithstanding the foregoing
or anything else contained herein to the contrary, there shall not be a "change
in control" for purposes of this Plan if the event which would otherwise come
within the meaning of the term "change of control" involves (a) an Employee
Stock Ownership Plan or similar plan sponsored by the Company which is the party
that acquires "control" or is the principal participant in the transaction
constituting a "change in control," as described above; or (b) the merger or
consolidation or other restructuring of an Employer with another Employer
participating in the Plan; or (c) for purposes of Section 2.5 only, an event
that does not constitute a change in control within the meaning of subsection
(a)(2)(A)(v) of Section 409A and any authoritative guidance issued thereunder
from time to time by the Internal Revenue Service.

         1.3      "Code" means the Internal Revenue Code of 1986, as amended,
and the regulations issued thereunder.

         1.4      "Company" means North Valley Bancorp, and any successor.

         1.5      "Compensation" means the Executive's total rate of annual base
salary as of the Executive's date of Termination of Employment plus the average
incentive compensation earned by the Executive in the three (3) calendar years
next preceding the Executive's Termination of Employment (provided that the
calendar year prior to Termination of Employment shall be ignored if no
incentive compensation was earned by the Executive in such prior calendar year).
For purposes of clarification, incentive compensation that is paid based on the
performance of services in a year shall be deemed earned in the year the
services giving rise to the incentive compensation were performed, even if the
payment is made in a later year.

         1.6      "Constructive Termination of Employment" means, following a
Change in Control, the Executive experiences a Termination of Employment
following the occurrence of one or more of the following:

                  (i)      Without the Executive's express written consent, the
                           assignment to the Executive of any duties
                           inconsistent with his or her positions, duties,
                           responsibilities and status with the Employer, or a
                           change in the Executive's reporting responsibilities,
                           titles or offices, or any removal of the Executive
                           from or any failure to re-elect the Executive to any
                           of such positions, except in connection with the
                           termination of the Executive's employment for Cause,
                           Disability or retirement or as a result of his or her
                           death;

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                  (ii)     A reduction by the Employer in the Executive's base
                           salary as in effect on the date hereof or as the same
                           may be increased from time to time;

                  (iii)    Without the Executive's express written consent, the
                           failure by the Employer to continue any action which
                           would adversely affect the Executive's participation
                           in or materially reduce the Executive's benefits
                           under any of such plans, or the failure by the
                           Employer to provide the Executive with the number of
                           paid vacation days to which the Executive is then
                           entitled on the basis of years of service with the
                           Employer in accordance with the Employer's normal
                           vacation policy in effect on the date hereof;

                  (iv)     The Employer requiring the Executive to be based
                           anywhere other than in the community where the
                           Executive is based at the time of a Change in
                           Control, except for required travel on Employer
                           business to an extent substantially consistent with
                           the Executive's business travel obligations at the
                           time of a Change in Control, or in the event the
                           Executive consents to a proposed relocation, the
                           failure by the Employer to pay (or reimburse the
                           Executive) for all reasonable moving expenses
                           incurred by the Executive relating to a change of his
                           or her principal residence in connection with such
                           relocation and to indemnify the Executive against any
                           loss of the fair market value of such residence as
                           determined by a real estate appraiser designated by
                           the Executive and reasonably satisfactory to the
                           Employer realized on the sale of the Executive's
                           principal residence in connection with any such
                           change of residence.

         1.7      "Disability" means, a condition pursuant to which an Executive
(i) is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less
than twelve (12) months, or (ii) is, by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than twelve (12) months,
receiving income replacement benefits for a period of not less than three (3)
months under an accident or health policy covering employees of Employer.

         1.8      "Discount Rate" means the average return on long-term Moody's
AA rated bonds as of the date of reference as published in the Wall Street
Journal.

         1.9      "Early Termination" means the Executive's Termination of
Employment before Normal Retirement Age for reasons other than death or
Termination for Cause.

         1.10     "Early Termination Date" means the month, day and year on
which an Executive's Early Termination occurs.

         1.11     "Effective Date" means January 1, 2005. This document is an
amendment and restatement of the Plan effective January 1, 2007.

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         1.12     "Election Form" means the Form attached as Exhibit 3.

         1.13     "Employer" means the Company and any affiliate of the Company
that adopts this Plan with the approval of the Company and that employs the
Executive, and any successor.

         1.14     "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

         1.15     "Executive" means any employee of the Employer who the
Employer designates for Plan participation, provided that employees may not
participate in the Plan unless they are members of a select group of management
or highly compensated employees of the Employer, as membership in such group is
determined for purposes of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA
(which determination shall be made by the Employer in its sole discretion). As
of the Effective Date, the participating Executives are as set forth on the
attached Exhibit 1.

         1.16     "Involuntary Termination of Employment" means, following a
Change in Control, the Executive experiencing a Termination of Employment
following having been notified in writing by the Employer that employment with
the Employer is terminated.

         1.17     "Normal Retirement Age" means the Executive's sixty-fifth
(65th) birthday.

         1.18     "Normal Retirement Date" means the later of the Executive's
Normal Retirement Age or Termination of Employment.

         1.19     "Plan Year" means a twelve-month period commencing on January
1 and ending on December 31 of each year.

         1.20     "Section 409A" means Code section 409A and the Treasury
regulations or other authoritative guidance issued thereunder. Whenever the
terms "subject to Section 409A" or "to the extent permitted by Section 409A" (or
any such similar reference so as to indicate that a Plan provision is subject to
Section 409A) are used, such terms shall be interpreted to mean that the
applicable Plan provision shall be effective only if and to the extent such
provision would not trigger penalty taxes or interest under Section 409A.

         1.21     "Specified Employee" means, with respect to a corporation any
stock of which is publicly traded on an established securities market or
otherwise, a key employee, as currently defined in Code ss.416(i) (without
regard to paragraph (5) thereof) to mean, as of the Effective Date, an employee
of the Employer who, at any time during the Plan Year, is (1) an officer of the
Employer having an annual compensation greater than one hundred thirty-five
thousand dollars ($135,000) for 2005 (indexed for inflation in future years);
(ii) a five-percent (5%) owner of the Employer; or (iii) a one-percent (1%)
owner of the Employer having an annual compensation from the Employer of more
than one hundred fifty thousand dollars ($150,000).

         1.22     "Termination for Cause" is as described in Article 5.

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         1.23     "Termination of Employment" means that the Executive ceases to
be employed by the Employer for any reason whatsoever other than by reason of a
leave of absence, which is approved by the Employer. Notwithstanding the
preceding, a Termination of Employment shall not include any event that does not
qualify as a "Separation from Service" under Code section 409A.

         1.24     "Vested Benefit" means the amount of an Executive's Benefit
accrued and subject to payment as of the date of reference. Subject to Article
4, unless otherwise specified with respect to any Executive on the attached
Exhibit 1, an Executive shall vest in his or her Benefit at the rate of ten
percent (10%) per year for each Year of Service (such that the Benefit will be
vested in full after ten (10) Years of Service). In all cases, an Executive's
Benefit shall be one hundred percent (100%) vested upon a Change in Control, and
in such cases the Executive's Benefit shall be equal to the one hundred percent
(100%) Vested Benefit.

         1.25     "Year of Service" means, unless otherwise specified with
respect to any Executive on the attached Exhibit 1, each twelve (12) consecutive
month period of the Executive's employment with the Employer. As of the
Effective Date, each participating Executive's Years of Service are as set forth
on the attached Exhibit 1.

                                    Article 2
                                Lifetime Benefits

         2.1      Normal Retirement Benefit. Upon Termination of Employment on
or after Normal Retirement Age for reasons other than death, the Company shall
pay to the Executive the benefit described in this Section 2.1 in lieu of any
other benefit under the Plan (except as provided in Section 2.4 or 2.5).

                  2.1.1    Amount of Benefit. The annual benefit under this
         Section 2.1 shall equal the Vested Benefit as of the Executive's Normal
         Retirement Date.

                  2.1.2    Payment of Benefit. The Company shall pay the benefit
         under this Section 2.1 to the Executive (i) as an annual benefit in
         twelve (12) equal monthly installments payable over twenty (20) years
         or the Executive's lifetime, whichever is greater, on the first day of
         each month commencing with the month following the Executive's Normal
         Retirement Date, or (ii) as a lump sum equal to the actuarial
         equivalent present value of (i) payable as soon as practicable
         following the Executive's Normal Retirement Date, as irrevocably
         elected by the Executive on the Election Form (Exhibit 3) submitted to
         the Company on the later of December 31, 2007 (subject to any Section
         409A restrictions on such election) or the date of the Executive's
         commencement of Plan participation; provided, however, that to the
         extent required under Code section 409A, the payment (or the first
         monthly payment) of the benefit shall be made no earlier than the date
         which is six (6) months after the Executive's Normal Retirement Date
         (or, if earlier, his or her death) if the Executive is a Specified
         Employee. Notwithstanding the preceding, (i) the Executive's benefit
         shall automatically be paid in a present value lump sum as soon as
         practicable following the Executive's Normal Retirement Date (or six
         (6) month anniversary thereof, in the case of a Specified Employee) if
         the lump sum value of the Executive's benefit as of the Executive's

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         Normal Retirement Date is one hundred thousand dollars ($100,000) or
         less and (ii) the Executive's benefit shall automatically be paid in
         installments if (i) is not applicable and if the Executive does not
         make a timely election as to form of benefit. In the case of any six
         (6) month delay in installment payments to a Specified Employee, the
         first payment hereunder shall include all payments delayed due to the
         six (6) month delay.

         2.2      Early Termination Benefit. Upon Early Termination, the Company
shall pay to the Executive the benefit described in this Section 2.2 in lieu of
any other benefit under the Plan (except as provided in Section 2.3, 2.4 or
2.5).

                  2.2.1    Amount of Benefit. The annual benefit under this
         Section 2.2 shall equal the Vested Benefit as of the Executive's Early
         Termination Date.

                  2.2.2    Payment of Benefit. The Company shall pay the benefit
         under this Section 2.2 to the Executive (i) as an annual benefit in
         twelve (12) equal monthly installments payable over fifteen (15) years
         on the first day of each month commencing with the month following the
         Executive's Normal Retirement Age, or (ii) as an annual benefit that is
         actuarially equivalent to (i) in twelve (12) equal monthly installments
         payable over ten (10) years on the first day of each month commencing
         with the month following the Executive's Normal Retirement Age, or
         (iii) as an annual benefit that is actuarially equivalent to (i) in
         twelve (12) equal monthly installments payable over five (5) years on
         the first day of each month commencing with the month following the
         Executive's Normal Retirement Age, or (iv) as a present value lump sum
         equivalent of (i) reflecting the lump sum form payable as soon as
         practicable following the Executive's Normal Retirement Age. The form
         of benefit payment shall be irrevocably elected on the Election Form
         (Exhibit 3) submitted to the Company on the later of December 31, 2007
         (subject to any Section 409A restrictions on such election) or the date
         of the Executive's commencement of Plan participation; provided,
         however, that to the extent required under Code section 409A, the
         payment (or the first monthly payment) of the benefit shall be made no
         earlier than the date which is six (6) months after the Executive's
         Termination of Employment (or, if earlier, his or her death) if the
         Executive is a Specified Employee. Notwithstanding the preceding, (i)
         the Executive's benefit shall automatically be paid in a present value
         lump sum as soon as practicable following the Executive's Early
         Retirement Date (or six (6) month anniversary thereof, in the case of a
         Specified Employee) if the lump sum present value of the Executive's
         benefit as of the Executive's Early Retirement Date is five hundred
         thousand dollars ($500,000) or less and the Executive is under age
         fifty-five (55) at the time of his or her Early Termination and (ii)
         the Executive's benefit shall automatically be paid in twelve (12)
         equal monthly installments payable over fifteen (15) years on the first
         day of each month commencing with the month following the Executive's
         Normal Retirement Age if (i) is not applicable and if the Executive
         does not make a timely election as to form of benefit. In the case of
         any six (6) month delay in installment payments to a Specified
         Employee, the first payment hereunder shall include all payments
         delayed due to the six (6) month delay.

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         2.3      Disability Benefit. If the Executive experiences a Termination
of Employment due to Disability prior to Normal Retirement Age and is eligible
to receive a Vested Benefit under Section 2.2, the Company shall pay to the
Executive the benefit described in Section 2.3.1 in addition to the Vested
Benefit described in Section 2.2.

                  2.3.1    Amount of Benefit. The Executive shall receive
         continued Compensation for a period of two (2) years or, if shorter,
         for the period from the Executive's Termination of Employment due to
         Disability through the Executive's Normal Retirement Age.

                  2.3.2    Payment of Benefit. The Company shall pay the benefit
         under Section 2.3.1 to the Executive in equal monthly installments on
         the first day of each month commencing with the month following the
         determination of Disability by the Company (including retroactive
         payments to account for any delay between Termination of Employment and
         such determination). The payment of a benefit to the Executive under
         this Section 2.3 shall not alter the form or timing of commencement of
         the Executive's Vested Benefit under Section 2.2.

         2.4      Change in Control (Accompanied by Termination of Employment)
Benefit. If, upon a Change in Control, or up to twelve (12) months following a
Change in Control, the Executive experiences an Involuntarily Termination of
Employment or Constructive Termination of Employment, the Company shall pay to
the Executive the benefit described in this Section 2.4 in lieu of any other
benefit under the Plan (except as provided in Section 2.5).

                  2.4.1    Amount of Benefit. The benefit under this Section 2.4
         shall equal (i) the Benefit as of the Executive's Termination of
         Employment plus (ii) a one-time payment equal to two (2) times the
         Executive's Compensation (or such other multiple of Compensation as is
         set forth next to the Participant's name on Exhibit 1 hereto).

                  2.4.2    Payment of Benefit. The Company shall pay the Benefit
         under Section 2.4.1(i) to the Executive (i) as an annual benefit in
         twelve (12) equal monthly installments payable over twenty (20) years
         on the first day of each month commencing with the month following the
         Executive's Termination of Employment, or (ii) as an annual benefit
         that is actuarially equivalent to (i) in twelve (12) equal monthly
         installments payable over fifteen (15) years on the first day of each
         month commencing with the month following the Executive's Termination
         of Employment, or (iii) as an annual benefit that is actuarially
         equivalent to (i) in twelve (12) equal monthly installments payable
         over ten (10) years on the first day of each month commencing with the
         month following the Executive's Termination of Employment, or (iv) as
         an annual benefit that is actuarially equivalent to (i) in twelve (12)
         equal monthly installments payable over five (5) years on the first day
         of each month commencing with the month following the Executive's
         Termination of Employment, or (v) as a present value lump sum
         equivalent of (i) reflecting the lump sum form and the early
         commencement of payment payable as soon as practicable following the
         Executive's Termination of Employment. The form of benefit payment
         shall be irrevocably elected on the Election Form (Exhibit 3) submitted
         to the Company on the later of December 31, 2007 (subject to any
         Section 409A restrictions on such election) or the date of the

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         Executive's commencement of Plan participation; provided, however, that
         to the extent required under Code section 409A, the payment (or the
         first monthly payment) of the benefit shall be made no earlier than the
         date which is six (6) months after the Executive's Termination of
         Employment (or, if earlier, his or her death) if the Executive is a
         Specified Employee. Notwithstanding the preceding, (i) the Executive's
         Benefit under Section 2.4.1(i) shall automatically be paid in a present
         value lump sum as soon as practicable following the Executive's
         Termination of Employment (or six (6) month anniversary thereof, in the
         case of a Specified Employee) if the lump sum present value of the
         Executive's benefit as of the Executive's Termination of Employment is
         one hundred thousand dollars ($100,000) or less, and (ii) the
         Executive's benefit under Section 2.4.1(i) shall automatically be paid
         in twenty (20) installments if (i) is not applicable and if the
         Executive does not make a timely election as to form of benefit. The
         Company shall pay the benefit under Section 2.4.1(ii) to the Executive
         as a lump sum payable as soon as practicable following the Executive's
         Termination of Employment (or six (6) month anniversary thereof, in the
         case of a Specified Employee). The payment of an Executive's Vested
         Benefit under Section 2.4.1(i) shall be actuarially adjusted to reflect
         payment commencement earlier than Normal Retirement Age. In the case of
         any six (6) month delay in installment payments to a Specified
         Employee, the first payment hereunder shall include all payments
         delayed due to the six (6) month delay.

         2.5      Change of Control Benefit/No Termination of Employment. Upon a
Change in Control to which Section 2.4 does not apply, if irrevocably elected by
the Executive on an Election Form (Exhibit 3) duly completed, executed and
submitted to the Company by the later of December 31, 2007 (subject to any
Section 409A restrictions on such election) or the date of the Executive's
commencement of Plan participation, the Company shall pay to the Executive the
benefit described in this Section 2.5; provided, however, that if the Executive
makes the election described in this Section 2.5, but Section 2.4 is or becomes
applicable, the Executive shall receive payment of his benefits pursuant to
Section 2.4.

                  2.5.1    Amount of Benefit. The benefit under this Section 2.5
         shall equal the Benefit as of the Change of Control. This Section shall
         not be construed to entitle the Executive to a payment of the benefit
         described in Section 2.4.1(ii) unless and until such amount shall
         become due in accordance with Section 2.4.

                  2.5.2    Payment of Benefit. The Company shall pay the benefit
         under this Section 2.5 to the Executive in a lump sum as soon as
         practicable following the Change of Control.

                  2.5.3    Benefit Accruals following Distributions. If, after
         an Executive receives any benefit payments under this Section 2.5, he
         or she accrues any additional benefits under Sections 2.1, 2.2 or
         2.4.1(i), the Executive's subsequent benefits payments shall be offset
         by the then-present value of the benefits that he or she had received
         under this Section 2.5 (utilizing the average annual Discount Rate from
         the date of payment under this Section 2.5 to the date of payment of
         the additional benefits, compounded annually).

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         2.6      Excess Parachute Payment. Notwithstanding any provision of the
Plan to the contrary, the Company shall reduce its payment to a Participant
under the Plan to the extent necessary to ensure that no portion of a payment
constitutes a nondeductible payment under the excess parachute rules of Section
280G of the Code (including any payment made under any other Company
arrangements that would constitute a "parachute payment" under Section 280G of
the Code). In the case of multiple Company arrangements constituting "parachute
payments" under Section 280G of the Code, including this Plan, which limit
payments to the amount deductible under Section 280G of the Code, payments under
this Plan shall be reduced first before any reductions to any other Company
arrangement.

         2.7      Assumptions. All calculations concerning an Executive's
Benefit hereunder, including calculations of the lump sum value of the Benefit
and the annuitization of the Benefit over five (5) years, ten (10) years,
fifteen (15) years, twenty (20) years or life, shall be made using the Discount
Rate and such other assumptions as are set forth in the attached Exhibit 2.

                                    Article 3
                                 Death Benefits

         3.1      Death Before Benefit Payments Commence. Subject to Section
3.4, if the Executive dies prior to the payment or commencement of a lifetime
benefit under this Plan and after the Executive has earned a Vested Benefit, no
benefits shall be payable under this Plan. Rather, the Rabbi Trust shall pay to
the Executive's Trust the benefit described in the Split Dollar Agreement and
Endorsement attached as Addendum A between the Rabbi Trust and the Executive's
Trust.

         3.2      Death During Benefit Period. Subject to Section 3.4, if the
Executive dies after the benefit payments have been made or commenced under the
Plan but before receiving all such payments, no further benefits shall be
payable under this Plan. Rather, the Rabbi Trust shall pay to the Executive's
Trust the benefit described in the Split Dollar Agreement and Endorsement
attached as Addendum A between the Rabbi Trust and the Executive's Trust.

         3.3      Death After Benefit Period. If the Executive dies after the
benefit payments have all been made under the Plan or if an Executive dies after
commencing benefits under Section 2.1.2 in the form of an annuity and, if
applicable, after the end of any guaranteed period for payment following death
(e.g., under the Plan's Normal Retirement Benefit formula, after the end of the
twentieth (20th) year of benefit payments), no further benefits shall be payable
under this Plan and no benefits shall be payable under the Split Dollar
Agreement and Endorsement attached as Addendum A between the Rabbi Trust and the
Executive's Trust.

         3.4      Death Benefits in the Absence or Inadequacy of Split Dollar
Agreement. Notwithstanding Sections 3.1 and 3.2, but subject to Section 3.3, if
an Executive with respect to whom no Split Dollar Agreement has been entered
into dies either prior to or after the commencement of any lifetime benefit
payments hereunder, such Executive's beneficiary shall receive, in a lump sum as
soon as practicable after the Company has been provided with satisfactory proof
of the Executive's death, an amount equal to the present value of the
Executive's lifetime Vested Benefit or as-yet unpaid lifetime Vested Benefit, as

                                       9
<PAGE>

applicable, determined on the day prior to the Executive's death. Such Executive
shall designate his or her beneficiary by filing a written designation with the
Company (Exhibit 3). The Executive may revoke or modify the designation at any
time by filing a new designation. However, designations will only be effective
if signed by the Executive and accepted by the Company during the Executive's
lifetime. The Executive's beneficiary designation shall be deemed automatically
revoked if the beneficiary predeceases the Executive or if the Executive names a
spouse as beneficiary and the marriage is subsequently dissolved. If the
Executive dies without a valid beneficiary designation, all payments shall be
made to the Executive's estate. In addition, if the Executive has entered into a
Split Dollar Agreement but the proceeds payable thereunder are restricted due to
the inadequacy of Net Death Proceeds under the policy(ies) held thereunder (as
defined in the Split Dollar Agreement) or are insufficient because the Company
has amended or terminated the Split Dollar Agreement without the Executive's
consent, then any such shortfall shall be paid by the Company in a present value
lump sum to the beneficiaries identified under the Split Dollar Agreement,
together with additional payments to such beneficiaries to make them whole for
any additional income or estate taxes that are payable as a result of the monies
being distributed under this Plan rather than under the Split Dollar Agreement;
provided, however, that the additional payments for taxes shall only be due if
the inadequacy of Net Death Proceeds is caused by the Company's failure to
exercise reasonable care to ensure the adequacy of such Net Death Proceeds or is
caused by the Company amending or terminating the Split Dollar Agreement without
the Executive's consent.

                                    Article 4
                               General Limitations

         4.1      Termination for Cause. Notwithstanding any provision of the
Plan to the contrary, the Company shall not pay any benefit under the Plan if
the Company terminates the Executive's employment for:

                  (a)      Gross negligence or gross neglect of duties;

                  (b)      Commission of a felony or of a gross misdemeanor
         involving moral turpitude; or

                  (c)      Fraud, disloyalty, dishonesty or willful violation of
         any law or significant Employer policy committed in connection with the
         Executive's employment and resulting in an adverse effect on the
         Employer.

         A Termination for Cause shall not be deemed to occur if the Termination
of Employment occurs at any time after a Change in Control.

         4.2      Suicide or Misstatement. The Company shall not pay any benefit
under the Plan if the Executive commits suicide within two (2) years after the
date of entry into the Plan, or if the Executive has made any material
misstatement of fact on any application for life insurance purchased by the
Company which would prevent the payment of the life insurance proceeds by the
carrier.

                                       10
<PAGE>

                                    Article 5
                          Claims and Review Procedures

         5.1      Claims Procedure. This Section 5.1 is based on final
regulations issued by the Department of Labor and published in the Federal
Register on November 21, 2000 and codified at 29 C.F.R. ss.2560.503-1. If any
provision of this Section 5.1 conflicts with the requirements of those
regulations, the requirements of those regulations will prevail.

                  For purposes of this Section, references to Disability benefit
claims are intended to describe claims made by an Executive for Disability
benefits pursuant to Section 2.3.

                  (a)      Initial Claim. The Executive, a beneficiary or an
         entity that believes he or she is entitled to any benefit (a
         "Claimant") under the Plan may file a claim with the Company. The
         Company will review the claim itself or appoint another individual or
         entity to review the claim.

                           (i)      Benefit Claims that do not Require a
                  Determination of Disability. If the claim is for a benefit
                  other than a Disability benefit, the Claimant will be notified
                  within ninety (90) days after the claim is filed whether the
                  claim is allowed or denied, unless the Claimant receives
                  written notice from the Company or appointee of the Company
                  before the end of the ninety (90) day period stating that
                  special circumstances require an extension of the time for
                  decision, such extension not to extend beyond the day which is
                  one hundred eighty (180) days after the day the claim is
                  filed.

                           (ii)     Disability Benefit Claims. In the case of a
                  benefits claim that requires a determination by the Company of
                  an Executive's Disability status, the Company will notify the
                  Claimant of the Company's adverse benefit determination within
                  a reasonable period of time, but not later than forty-five
                  (45) days after receipt of the claim. If, due to matters
                  beyond the control of the Company, the Company needs
                  additional time to process a claim, the Claimant will be
                  notified, within forty-five (45) days after the Company
                  receives the claim, of those circumstances and of when the
                  Company expects to make its decision but not beyond
                  seventy-five (75) days. If, prior to the end of the extension
                  period, due to matters beyond the control of the Company, a
                  decision cannot be rendered within that extension period, the
                  period for making the determination may be extended for up to
                  one hundred five (105) days, provided that the Company
                  notifies the Claimant of the circumstances requiring the
                  extension and the date as of which the Company expects to
                  render a decision. The extension notice will specifically
                  explain the standards on which entitlement to a Disability
                  benefit is based, the unresolved issues that prevent a
                  decision on the claim and the additional information needed
                  from the Claimant to resolve those issues, and the Claimant
                  will be afforded at least forty-five (45) days within which to
                  provide the specified information.


                                       11
<PAGE>

                           (iii)    Manner and Content of Denial of Initial
                  Claims. If the Company denies a claim, it must provide to the
                  Claimant, in writing or by electronic communication:

                                    (A)      The specific reasons for the
                           denial;

                                    (B)      A reference to the Plan provision
                           or insurance contract provision upon which the denial
                           is based;

                                    (C)      A description of any additional
                           information or material that the Claimant must
                           provide in order to perfect the claim;

                                    (D)      An explanation of why such
                           additional material or information is necessary;

                                    (E)      Notice that the Claimant has a
                           right to request a review of the claim denial and
                           information on the steps to be taken if the Claimant
                           wishes to request a review of the claim denial; and

                                    (F)      A statement of the Executive's
                           right to bring a civil action under section 502(a) of
                           the Employee Retirement Income Security Act of 1974,
                           as amended ("ERISA") following a denial on review of
                           the initial denial.

                                    In addition, in the case of a denial of
Disability benefits on the basis of the Company's independent determination of
the Executive's Disability status, the Company will provide a copy of any rule,
guideline, protocol, or other similar criterion relied upon in making the
adverse determination (or a statement that the same will be provided upon
request by the Claimant and without charge).

                  (b)      Review Procedures.
                           -----------------

                           (i)      Benefit Claims that do not Require a
                  Determination of Disability. Except for claims requiring an
                  independent determination of an Executive's Disability status,
                  a request for review of a denied claim must be made in writing
                  to the Company within sixty (60) days after receiving notice
                  of denial. The decision upon review will be made within sixty
                  (60) days after the Company's receipt of a request for review,
                  unless special circumstances require an extension of time for
                  processing, in which case a decision will be rendered not
                  later than one hundred twenty (120) days after receipt of a
                  request for review. A notice of such an extension must be
                  provided to the Claimant within the initial sixty (60) day
                  period and must explain the special circumstances and provide
                  an expected date of decision.

                                    The reviewer will afford the Claimant an
                  opportunity to review and receive, without charge, all
                  relevant documents, information and records and to submit
                  issues and comments in writing to the Company. The reviewer
                  will take into account all comments, documents, records and

                                       12
<PAGE>

                  other information submitted by the Claimant relating to the
                  claim regardless of whether the information was submitted or
                  considered in the initial benefit determination.

                           (ii)     Disability Benefit Claims. In addition to
                  having the right to review documents and submit comments as
                  described in (i) above, a Claimant whose claim for Disability
                  benefits requires an independent determination by the Company
                  of the Executive's Disability status has at least one hundred
                  eighty (180) days following receipt of a notification of an
                  adverse benefit determination within which to request a review
                  of the initial determination. In such cases, the review will
                  meet the following requirements:

                                    (A)      The Company will provide a review
                           that does not afford deference to the initial adverse
                           benefit determination and that is conducted by an
                           appropriate named fiduciary who did not make the
                           initial determination that is the subject of the
                           appeal, nor is a subordinate of the individual who
                           made the determination.

                                    (B)      The appropriate named fiduciary of
                           the Plan will consult with a health care professional
                           who has appropriate training and experience in the
                           field of medicine involved in the medical judgment
                           before making a decision on review of any adverse
                           initial determination based in whole or in part on a
                           medical judgment. The professional engaged for
                           purposes of a consultation in the preceding sentence
                           will not be an individual who was consulted in
                           connection with the initial determination that is the
                           subject of the appeal or the subordinate of any such
                           individual.

                                    (C)      The Company will identify to the
                           Claimant the medical or vocational experts whose
                           advice was obtained on behalf of the Company in
                           connection with the review, without regard to whether
                           the advice was relied upon in making the benefit
                           review determination.

                                    (D)      The decision on review will be made
                           within forty-five (45) days after the Company's
                           receipt of a request for review, unless special
                           circumstances require an extension of time for
                           processing, in which case a decision will be rendered
                           not later than ninety (90) days after receipt of a
                           request for review. A notice of such an extension
                           must be provided to the Claimant within the initial
                           forty-five (45) day period and must explain the
                           special circumstances and provide an expected date of
                           decision.

                           (iii)    Manner and Content of Notice of Decision on
                  Review. Upon completion of its review of an adverse initial
                  claim determination, the Company will give the Claimant, in
                  writing or by electronic notification, a notice containing:

                                    (A)      its decision;

                                    (B)      the specific reasons for the
                           decision;

                                       13
<PAGE>

                                    (C)      the relevant Plan provisions or
                           insurance contract provisions on which its decision
                           is based;

                                    (D)      a statement that the Claimant is
                           entitled to receive, upon request and without charge,
                           reasonable access to, and copies of, all documents,
                           records and other information in the Plan's files
                           which is relevant to the Claimant's claim for
                           benefits;

                                    (E)      a statement describing the
                           Claimant's right to bring an action for judicial
                           review under ERISA section 502(a); and

                                    (F)      if an internal rule, guideline,
                           protocol or other similar criterion was relied upon
                           in making the adverse determination on review, a
                           statement that a copy of the rule, guideline,
                           protocol or other similar criterion will be provided
                           without charge to the Claimant upon request.

                  (c)      Calculation of Time Periods. For purposes of the time
         periods specified in this Section, the period of time during which a
         benefit determination is required to be made begins at the time a claim
         is filed in accordance with this Plan's procedures without regard to
         whether all the information necessary to make a decision accompanies
         the claim. If a period of time is extended due to a Claimant's failure
         to submit all information necessary, the period for making the
         determination will be tolled from the date the notification is sent to
         the Claimant until the date the Claimant responds.

                  (d)      Failure of Company to Follow Procedures. If the
         Company fails to follow the claims procedures required by this Section,
         a Claimant will be deemed to have exhausted the administrative remedies
         available under the Plan and will be entitled to pursue any available
         remedy under ERISA section 502(a) on the basis that the Company (on
         behalf of the Plan) has failed to provide a reasonable claims procedure
         that would yield a decision on the merits of the claim.

                  (e)      Failure of Claimant to Follow Procedures. A
         Claimant's compliance with the foregoing provisions of this Section is
         a mandatory prerequisite to the Claimant's right to commence any legal
         action with respect to any claim for benefits under this Plan.

                                    Article 6
                           Amendments and Termination

         6.1      Termination. Although the Company anticipates that it will
continue the Plan for an indefinite period of time, there is no guarantee that
the Company will continue the Plan or will not terminate the Plan at any time in
the future. Accordingly, the Company reserves the right to discontinue its
sponsorship of the Plan and/or to terminate the Plan at any time with respect to
any or all of the Executives, by action of its Board of Directors. The
termination of the Plan shall not adversely affect any Executive's benefits
under the Plan accrued as of the date of termination, including the right of the
Executive to be paid his or her Plan benefits accrued through the date of

                                       14
<PAGE>

termination in accordance with the Plan terms and the Executive's distribution
elections in effect at the time of termination.

         6.2      Amendment. The Company may, at any time, amend or modify the
Plan in whole or in part, by action of its Board of Directors; provided,
however, that no amendment or modification shall be effective to decrease or
restrict the Executive's benefits in existence at the time the amendment or
modification is made, including the right of the Executive to be paid his or her
Plan benefits accrued through the date of the amendment or modification in
accordance with the Plan terms and the Executive's distribution elections in
effect at the time of the amendment or modification.

                                    Article 7
                                  Miscellaneous

         7.1      Binding Effect. This Plan shall bind the Executive and the
Company, and their beneficiaries, survivors, executors, successors,
administrators and transferees.

         7.2      No Guarantee of Employment. This Plan is not an employment
policy or contract. It does not give the Executive the right to remain an
employee of the Company, nor does it interfere with the Company's right to
discharge the Executive. It also does not require the Executive to remain an
employee nor interfere with the Executive's right to terminate employment at any
time.

         7.3      Non-Transferability. Benefits under this Plan cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

         7.4      Reorganization. The Company shall not merge or consolidate
into or with another company, or reorganize, or sell substantially all of its
assets to another company, firm, or person unless such succeeding or continuing
company, firm, or person agrees to assume and discharge the obligations of the
Company under this Plan. Upon the occurrence of such event, the term "Company"
as used in this Plan shall be deemed to refer to the successor or survivor
company.

         7.5      Tax Withholding. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Plan.

         7.6      Applicable Law. The Plan and all rights hereunder shall be
governed by the laws of California, except to the extent preempted by the laws
of the United States of America.

         7.7      Unfunded Arrangement. The Executive is a general unsecured
creditor of the Company for the payment of benefits under this Plan. The
benefits represent the mere promise by the Company to pay such benefits. The
rights to benefits are not subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by
creditors. Any insurance on the Executive's life is a general asset of the
Company to which the Executive has no preferred or secured claim.

                                       15
<PAGE>

         7.8      Entire Agreement. This Plan constitutes the entire agreement
between the Company and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Plan other than those
specifically set forth herein.

         7.9      Administration. The Company shall have powers which are
necessary to administer this Plan, including but not limited to:

                  (a)      Interpreting the provisions of the Plan;

                  (b)      Establishing and revising the method of accounting
         for the Plan;

                  (c)      Maintaining a record of benefit payments; and

                  (d)      Establishing rules and prescribing any forms
         necessary or desirable to administer the Plan.

         7.10     Named Fiduciary. The Company shall be the named fiduciary and
plan administrator under this Plan. It may delegate to others certain aspects of
the management and operational responsibilities including the employment of
advisors and the delegation of ministerial duties to qualified individuals.

         7.11     Reimbursement of Expenses in Enforcing Rights. All reasonable
costs and expenses, including, without limitation, fees and disbursements of
actuaries, accountants and counsels incurred by the Executive in seeking in good
faith to enforce rights pursuant to this Plan shall be paid on behalf of or
reimbursed to the Executive promptly by the Company. Except in the case of a
Change in Control, the Executive shall be responsible to reimburse the Company
for amounts expended by the Company under this Section if an enforcement action
is initiated by the Executive hereunder and the Executive does not substantially
prevail on the merits of such enforcement action.

         7.12     Prohibited Acceleration/Distribution Timing. This Section
shall take precedence over any other provision of the Plan to the contrary. No
provision of this Plan shall be followed if following the provision would result
in the acceleration of the time or schedule of any payment from the Plan (i) as
would require income tax to an Executive prior to the date on which the amount
is distributable to or on behalf of the Executive hereunder or (ii) which would
result in penalties to the Executive under Section 409A. In addition, if the
timing of any distribution election would result in any tax or other penalty
(other than ordinarily payable Federal, state or local income or payroll taxes),
which tax or penalty can be avoided by payment of the distribution at a later
time, then the distribution shall be made (or commence, as the case may be) on
(or as soon as practicable after) the first date on which such distributions can
be made (or commence) without such tax or penalty. Notwithstanding the
generality of the foregoing, if an Executive makes an election during 2007 to
change the timing or form of benefit payment under the Plan and an event occurs
during 2007 that results, under the 2007 election, in a payment hereunder during
2007, the election during 2007 shall be disregarded (and the election in effect
as of December 31, 2006 shall control) if following the 2007 election would

                                       16
<PAGE>

result in a violation of Section 409A under the IRS transition guidance in
effect at the time the 2007 election would otherwise require payments to begin
hereunder.

         7.13     Aggregation of Employers. To the extent required under Section
409A, if the Employer is a member of a controlled group of corporations or a
group of trades or business under common control (as described in Code ss.414(b)
or (c)), all members of the group shall be treated as a single Employer for
purposes of whether there has occurred a Termination of Employment and for any
other purposes under the Plan as Section 409A shall require.

         IN WITNESS WHEREOF, a duly authorized officer of the Company has signed
this amended and restated Plan document as of January 1, 2007.


                                       COMPANY:
                                       NORTH VALLEY BANCORP



                                       By ______________________________________

                                       Title ___________________________________


                                       17
<PAGE>
<TABLE>
<CAPTION>

                                    EXHIBIT 1
                                       TO
                              NORTH VALLEY BANCORP
                            SALARY CONTINUATION PLAN

-----------------------------------------------------------------------------------------------------------------------
   Participating            Years of Service          Benefit Formula -e.g.,                        Change in Control
  Executives as of        as of Effective Date         50% of Compensation;     Vesting Schedule,   Benefit Multiple,
 Effective Date (or        (or as of Date of           or $x over 15 years        if Different      if Different
as of Date of Entry       Entry Into Plan, If             certain, etc.,            from Plan            from Plan
Into Plan, If Later):            Later):                 (Section 1.1):          (Section 1.25):     (Section 2.4.1):
-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------
<S>                       <C>                          <C>                        <C>                 <C>
  Sharon Benson               Fully Vested              60% of Compensation        Fully Vested        Per Plan

-----------------------------------------------------------------------------------------------------------------------
  Michael Cushman             Fully Vested              60% of Compensation        Fully Vested        2.99 Times
                                                                                                      Compensation
-----------------------------------------------------------------------------------------------------------------------
  Leo J. Graham         2 Years as of 12/31/05          60% of Compensation          Per Plan          Per Plan

-----------------------------------------------------------------------------------------------------------------------
  Gary Litzsinger          Hire Date: 07/26/04          $50,000.00 for 15            Per Plan          Per Plan
                        1 Year 5 Months of Service      Years from Age 65
                              as of 12/31/05
-----------------------------------------------------------------------------------------------------------------------
  Scott Louis              Hire Date: 04/04/05          $25,000.00 for 15            Per Plan          Per Plan
                           8 Months of Service          Years from Age 65
                              as of 12/31/05
-----------------------------------------------------------------------------------------------------------------------
  Roger Nash               Hire Date: 10/17/05          $25,000.00 for 15            8 Years           Per Plan
                           2 Months of Service          Years from Age 65
                              as of 12/31/05
                                    3
-----------------------------------------------------------------------------------------------------------------------
  Kevin R. Watson          Hire Date: 03/08/06          60% of Compensation          Per Plan          Per Plan

-----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       18
<PAGE>

                                    EXHIBIT 2
                                       TO
                              NORTH VALLEY BANCORP
                            SALARY CONTINUATION PLAN



Actuarial Assumptions:

Mortality Table:  RP-2000 Combined Healthy Projection AA Male Mortality Table




                                       19
<PAGE>

                                    EXHIBIT 3
                                       TO
                              NORTH VALLEY BANCORP
                            SALARY CONTINUATION PLAN

                              Benefit Election Form

Please Print in Ink:
--------------------

EXECUTIVE INFORMATION
---------------------

Name:                      _____________________________________________________

Social Security Number:    _____________________________________________________

Address:                   _____________________________________________________

                           _____________________________________________________

Telephone Number:          _____________________________________________________


I.       FORM OF DISTRIBUTION. I REQUEST PAYMENTS UNDER THE PLAN TO BE MADE IN
THE FOLLOWING FORMS AND AT THE FOLLOWING TIMES (CHECK ONE UNDER EACH CATEGORY):

         A. Section 2.1 (Normal Retirement). In the event benefit payments
become payable to me under Section 2.1 (Normal Retirement), I hereby irrevocably
elect that such payments be made to me in the following form:

                  (1) ____ As an annual benefit in twelve (12) equal monthly
installments payable over twenty (20) years or my lifetime, whichever is
greater, on the first day of each month commencing with the month following my
Normal Retirement Date

                  (2) ____ As a lump sum equal to the actuarial equivalent
present value of (1) payable as soon as practicable following my Normal
Retirement Date

         B. Section 2.2 (Early Termination). In the event benefit payments
become payable to me under Section 2.2 (Early Termination), I hereby irrevocably
elect that such payments be made to me in the following form:

                  (1) ____ As an annual benefit in twelve (12) equal monthly
installments payable over fifteen (15) years on the first day of each month
commencing with the month following my Normal Retirement Age

                  (2) ____ As an annual benefit that is actuarially equivalent
to (1) in twelve (12) equal monthly installments payable over ten (10) years on
the first day of each month commencing with the month following my Normal
Retirement Age

                                       20
<PAGE>

                  (3) ____ As an annual benefit that is actuarially equivalent
to (1) in twelve (12) equal monthly installments payable over five (5) years on
the first day of each month commencing with the month following my Normal
Retirement Age

                  (4) ____ As a present value lump sum equivalent of (1)
reflecting the lump sum form payable as soon as practicable following my Normal
Retirement Age

         C. Section 2.4 (Termination of Employment upon Change in Control). In
the event benefit payments become payable to me under Section 2.4 (Termination
of Employment upon Change in Control), I hereby irrevocably elect that such
payments be made to me in the following form:

                  (1) ____ As an annual benefit in twelve (12) equal monthly
installments payable over twenty (20) years on the first day of each month
commencing with the month following my Termination of Employment

                  (2) ____ As an annual benefit that is actuarially equivalent
to (1) in twelve (12) equal monthly installments payable over fifteen (15) years
on the first day of each month commencing with the month following my
Termination of Employment

                  (3) ____ As an annual benefit that is actuarially equivalent
to (1) in twelve (12) equal monthly installments payable over ten (10) years on
the first day of each month commencing with the month following my Termination
of Employment

                  (4) ____ As an annual benefit that is actuarially equivalent
to (1) in twelve (12) equal monthly installments payable over five (5) years on
the first day of each month commencing with the month following my Termination
of Employment

                  (5) ____ As a present value lump sum equivalent of (1)
reflecting the lump sum form payable as soon as practicable following my
Termination of Employment

         D. Section 2.5 (Change in Control-No Termination of Employment). In the
event of a Change in Control under circumstances where I do not experience a
Termination of Employment, I hereby irrevocably elect:

                  (1) ____ To have the present value of my Benefit paid as soon
as practicable after such Change in Control, subject to my earning the right to
receive further benefits upon the occurrence of a benefit entitlement event
occurring later but with such future benefits offset by the then-present value
of the benefits I receive under Section 2.5.

                  (2) ____ To not have the present value of my Benefit paid as
soon as practicable after such Change in Control, but instead to have my
Benefit, including future accruals, paid upon the occurrence of a benefit
entitlement event occurring later.

                                       21
<PAGE>

II.      BENEFICIARY DESIGNATION
         -----------------------

         I hereby revoke any prior designations of death benefit beneficiary/ies
under the Plan, and I hereby designate the following beneficiary/ies to receive
any benefit payable on account of my death under the Plan, subject to my right
to change this designation and subject to the terms of the Plan:

A.       Primary Beneficiary/ies
         -----------------------

Name, Address,      Relationship to     % of Plan     Date of    Social Security
Phone               Participant         Benefit       Birth      Number
-------------       ---------------     ---------     -------    ---------------



B.       Contingent Beneficiary/ies  (Will receive indicated portions of Plan
         benefit if no Primary Beneficiary/ies survive the Participant)

Name, Address,      Relationship to     % of Plan     Date of    Social Security
Phone               Participant         Benefit       Birth      Number
-------------       ---------------     ---------     -------    ---------------





         I acknowledge that I have been given a copy of the Plan and I agree
that the above elections are subject to all of the terms of the Plan.


Date:    ___________________     _______________________________________________
                                 Executive's Signature


                                       22