EXHIBIT
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SHAREHOLDER
AGREEMENT


 


               This
SHAREHOLDER AGREEMENT is made and entered into as of January 21, 2014 by and between TriCo Bancshares, a California corporation
(“TriCo”), and the person signatory hereto (the “Shareholder”).


               WHEREAS,
TriCo and North Valley Bancorp, a California corporation (“North Valley”) have entered into that certain Agreement
and Plan of Merger and Reorganization (the “Agreement”), dated as of January 21, 2014, pursuant to which North Valley
will merge (the “Merger”) with and into TriCo whereupon each share of North Valley common stock (“North Valley
Common Stock”) will be converted into the right to receive the consideration set forth in the Agreement; and


               WHEREAS,
as a condition to its willingness to enter into the Agreement, TriCo has required that each director of North Valley, solely in
his or her capacity as a shareholder and beneficial owner or record holder of North Valley Common Stock, enter into, and the Shareholder
has agreed to enter into, this Shareholder Agreement.


               NOW,
THEREFORE, in consideration of the foregoing, for good and valuable consideration, the parties hereby agree as follows:


               1.            Representations
and Warranties of the Shareholder. The Shareholder hereby represents and warrants to TriCo as follows:


                              (a)           Authority;
No Violation. The Shareholder has all necessary power and authority to enter into and perform all of the Shareholder’s
obligations hereunder. The execution, delivery and performance of this Shareholder Agreement by the Shareholder will not violate
any other agreement to which the Shareholder is a party, including any voting agreement, shareholders’ agreement, trust
agreement or voting trust. This Shareholder Agreement has been duly and validly executed and delivered by the Shareholder (and
the Shareholder’s spouse, if the Shares (as defined below) constitute community property) and constitutes a valid and binding
agreement of the Shareholder and such spouse, enforceable against the Shareholder and the Shareholder’s spouse in accordance
with its terms.


                              (b)          Ownership
of Shares. The Shareholder is the beneficial owner or record holder of the number of shares of North Valley Common Stock indicated
under the Shareholder’s name on the signature page hereto (the “Existing Shares”, and together with any
shares of North Valley Common Stock acquired by the Shareholder after the date hereof, the “Shares”) and, as
of the date hereof, the Existing Shares constitute all the shares of North Valley Common Stock owned of record or beneficially
by the Shareholder. With respect to the Existing Shares, subject to applicable community property laws, the Shareholder has sole
voting power and sole power to issue instructions with respect to the matters set forth in Section 2 hereof, sole power of
disposition, sole power to demand appraisal rights and sole power to engage in actions set forth in Section 2 hereof, with
no restrictions on the voting rights, rights of disposition or otherwise, subject to applicable laws and the terms of this Agreement.



    	 



    	 



    



               2.            Voting
Agreement and Agreement Not to Transfer.


                              (a)           The
Shareholder hereby agrees to vote all of the Shares held by the Shareholder (i) in favor of the Merger, the Agreement and
the transactions contemplated by the Agreement; (ii) against any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other obligation or agreement of North Valley under the Agreement;
and (iii) except with the prior written consent of TriCo or as otherwise contemplated in the Agreement, against the following
actions (other than the Merger and the transactions contemplated by the Agreement): (A) any extraordinary corporate transactions,
such as a merger, consolidation or other business combination involving North Valley; (B) any sale, lease or transfer of
a material amount of the assets of North Valley; (C) any change in the majority of the board of North Valley; (D) any
material change in the present capitalization of North Valley; (E) any amendment of North Valley’s Articles of Incorporation;
(F) any other material change in North Valley’s corporate structure or business; or (G) any other action which
is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially adversely affect
the Merger. The Shareholder shall not enter into any agreement or understanding with any person or entity prior to the Termination
Date (as defined below) to vote or give instructions after the Termination Date in any manner inconsistent with clauses (i), (ii) or
(iii) of the preceding sentence.


                              (b)          Until
the earlier of the termination of this Agreement or the Effective Time, the Shareholder will not, directly or indirectly: sell,
transfer, exchange, pledge, assign, hypothecate, encumber, tender or otherwise dispose of (collectively, a “Transfer”),
or enforce or permit execution of the provisions of any redemption, share purchase or sale, recapitalization or other agreement
with North Valley or any other Person or enter into any contract, option or other agreement, arrangement or understanding with
respect to the Transfer of, directly or indirectly, any of the Shares or any securities convertible into or exercisable for Shares,
any other capital stock of North Valley or any interest in any of the foregoing with any Person; enter into swap or any other
agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership
of the Shares; solicit, initiate, or encourage, any inquiries or the making of any proposal or offer with respect to any Acquisition
Proposal; take any action that would make any of the Shareholder’s representations or warranties contained herein untrue
or incorrect in any material respect or have the effect of preventing or disabling the Shareholder from performing the Shareholder’s
obligations under this Agreement; provided however, this Agreement shall not prohibit the Shareholder from transferring
and delivering Shares to North Valley to effect the exercise of an option to purchase North Valley Common Stock or cancellation
of Shares in exchange for cash as set forth in the Agreement.


               3.            Cooperation.
The Shareholder agrees that he/she will not directly or indirectly solicit any inquiries or proposals from any person relating
to any proposal or transaction for the disposition of the business or assets of North Valley or any of its subsidiaries, or the
acquisition of voting securities of North Valley or any subsidiary of North Valley or any business combination between North Valley
or any subsidiary of North Valley and any Person other than TriCo.



    	 



    	 



    



               4.            Shareholder
Capacity. The Shareholder is entering this Shareholder Agreement in his or her capacity as the record or beneficial owner
of the Shareholder’s Shares, and not in his or her capacity as a director of North Valley or as a trustee of any North Valley
benefit plan. Nothing in this Shareholder Agreement shall be deemed in any manner to limit the discretion of the Shareholder to
take any action, or fail to take any action, in his or her capacity as a director of North Valley or as a trustee of any North
Valley benefit plan, that may be required of the Shareholder in the exercise of his or her fiduciary duties and responsibilities
as a director of North Valley or as a trustee of any North Valley benefit plan.


               5.            Termination.
The obligations of the Shareholder shall terminate upon the earlier of (a) the consummation of the Merger or (b) if the Merger
is not consummated, upon the termination of the Agreement (the “Termination Date”).


               6.            Specific
Performance. The Shareholder acknowledges that damages would be an inadequate remedy to TriCo for an actual or prospective
breach of this Agreement and that the obligations of the Shareholder hereto shall be specifically enforceable.


               7.            Miscellaneous.


                              (a)          Definitional
Matters.


                                             (i)               All
capitalized terms used but not defined in this Shareholder Agreement shall have the respective meanings that the Agreement ascribes
to such terms.


                                             (ii)               The
descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the
meaning or interpretation of this Shareholder Agreement.


                              (b)          Entire
Agreement. This Shareholder Agreement constitutes the entire agreement between the parties hereto with respect to the subject
matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of
them, with respect to the subject matter hereof.


                              (c)          Parties
in Interest. This Shareholder Agreement shall be binding upon and inure solely to the benefit of each party hereto and their
respective successors, assigns, heirs, executors, administrators and other legal representatives. Nothing in this Shareholder
Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under
or by reason of this Shareholder Agreement.


                              (d)          Certain
Events. Shareholder agrees that this Shareholder Agreement and the obligations hereunder shall attach to the Shares owned
by Shareholder and shall be binding upon any Person to which legal ownership of such Shares shall pass, whether by operation of
law or otherwise, including, without limitation, the Shareholder’s heirs, executors, guardians, administrators, trustees
or successors. Notwithstanding any Transfer of such Shares by a Shareholder, the Shareholder or, as applicable, the Shareholder’s
heirs, executors, guardians, administrators, trustees or successors, shall remain liable for the performance of all obligations
under this Agreement.



    	 



    	 



    



                              (e)          Assignment. This Shareholder Agreement shall not be assigned without the prior written consent of the other party hereto,
and any purported assignment without such consent shall be null and void.


                              (f)           Modifications.
This Shareholder Agreement shall not be amended, altered or modified in any manner whatsoever, except by a written instrument
executed by the parties hereto.


                              (g)          Governing
Law. This Shareholder Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance
with the laws of the state of California, without regard to the conflict of laws rules thereof. The state or federal courts located
within the state of California shall have exclusive jurisdiction over any and all disputes between the parties hereto, whether
in law or equity, arising out of or relating to this Agreement and the agreements, instruments and documents contemplated hereby
and the parties consent to and agree to submit to the jurisdiction of such courts. Each of the parties hereby waives and agrees
not to assert in any such dispute, to the fullest extent permitted by applicable law, any claim that (i) such party is not
personally subject to the jurisdiction of such courts, (ii) such party and such party’s property is immune from any
legal process issued by such courts or (iii) any litigation or other proceeding commenced in such courts is brought in an inconvenient
forum. The parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the
manner provided in Section 7(k), or in other manner as may be permitted by law, shall be valid and sufficient service thereof
and hereby waive any objections to service accomplished in the manner herein provided.


                              (h)          Reliance
on Counsel and Other Advisors. The Shareholder has consulted with such legal, financial, technical or other experts as the
Shareholder deems necessary or desirable before entering into this Agreement.


                              (i)           Validity.
The invalidity or unenforceability of any provision of this Shareholder Agreement shall not affect the validity or enforceability
of any other provision of this Shareholder Agreement, each of which shall remain in full force and effect.


                              (j)           Counterparts.
This Shareholder Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all
of which shall constitute one and the same agreement.


                              (k)          Notices.
Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed duly given upon (i) transmitter’s
confirmation of a receipt of a facsimile transmission, (ii) confirmed delivery by a standard overnight carrier or (iii) the
expiration of five business days after the day when mailed by certified or registered mail, postage prepaid, addressed at the
following addresses (or at such other address as the parties hereto shall specify by like notice):



    	 



    	 



    



               If
to Trico, to:


                              TriCo Bancshares

                              63 Constitution Drive

                              Chico, California 95973

                              Attn.:  Richard P. Smith

                              President and Chief Executive Officer

                              Facsimile Number: (530) 898-0388


               with
a copy to:


                              Bingham McCutchen LLP

                              Three Embarcadero Center

                              San Francisco, CA 94111

                              Attn.:    David J. Gershon, Esq.

                              Facsimile Number: (415) 393-2286


 


               If
to the Shareholder, to the address noted on the signature page hereto.


               IN
WITNESS WHEREOF, the parties hereto have executed this Shareholder Agreement as of the date first above written.


	 	 	 
	 	TRICO BANCSHARES
	 	 
	 	By: 	 
	 	 	Richard P. Smith
	 	 	President and Chief Executive Officer
	 	 	 







SHAREHOLDER:


	 	 	 	 
	 	 	 	 
	Name:	 	 	 
	 	 	 	 
	Number of Shares:	 	 
	 	 	 
	Address for Notices: