INDEMNIFICATION AGREEMENT
  
  
       This Indemnification Agreement ("Agreement") is made as of July 20, 
1998 by North Valley Bank, a banking corporation organized and existing under 
the laws of the State of California ("Bank"), and North Valley Bancorp, a 
corporation organized and existing under the laws of the State of California
("NVB") (Bank and NVB being herein collectively referred to as the "Company"),
 for the benefit of the Indemnitees (as defined below).
  
                       R E C I T A L S
  
       In order to attract and retain highly qualified persons such as the 
Indemnitees to serve as directors or officers of the Company, the Company has 
determined that it is in the best interests of the Company and its shareholders
for the Company to contractually obligate itself to indemnify the Indemnitees 
and to set forth the details of the indemnification process in this Agreement.
  
                          AGREEMENT
  
       THEREFORE, in consideration of the premises and the mutual promises 
herein contained, the Company and each Indemnitee hereby covenant and agree as 
follows:
  
1.   Definitions.  As used in this Agreement:
  
       a.   The term "Company," as used herein, unless the content shall 
otherwise require, shall be deemed to refer to the Company and any corporation,
partnership or other enterprise controlled by the Company or any corporation, 
partnership or other enterprise as to which the Indemnitee is serving as a 
director, officer, employee or agent at the request of the Company.
  
       b.   The term "Covered Matter" means any threatened, pending or 
completed action, suit, arbitration or proceeding of any kind, wherever 
brought, whether civil, criminal, administrative or investigative and whether 
formal or informal (including actions by or in the right of the Company and any
preliminary inquiry or claim by any person or authority), by reason of or 
associated with the fact that the Indemnitee is or was a director, officer, 
partner, trustee, employee, consultant or agent of the Company, or is or was 
serving at the Company's request, or for the convenience of or otherwise to 
benefit or represent the interests of the Company or a subsidiary of the 
Company, as a director, officer, employee or agent of another corporation, 
limited liability company, partnership, joint venture, trust, employee benefit 
plan or other enterprise, whether or not for profit, or by reason of anything
done or not done by the Indemnitee in any such capacity.
  
       c.   The term "Expenses" means all direct and indirect costs and 
expenses (including, without limitation, attorneys' fees, disbursements and
retainers, accounting and witness fees, expert fees, other professional fees, 
court costs, travel and deposition costs, expenses of investigations, judicial 
or administrative proceedings and appeals, and any expenses of establishing a
right to indemnification, pursuant to this Agreement or otherwise, provided 
that such right to indemnification is in fact established) incurred by the 
Indemnitees in connection with a Covered Matter, [together with interest 
thereon commencing 30 days after incurrence].  The term "Expenses" does not
include the amount ofjudgments, fines, penalties, settlement amounts paid by or
on behalf of the Indemnitee or excise taxes relating to employee benefit plans 
actually levied against the Indemnitee.
  
       d.   The term "Indemnitee" shall mean any person who as of the date 
hereof is or at any date hereafter shall be serving as a director or officer of
the Company.
  
       e.   The term "Indemnified Amounts" shall mean all Expenses, 
liabilities, judgements (including punitive and exemplary damages), penalties,
fines (including excise taxes relating to employee benefit plans and civil 
penalties) and amounts paid or to be paid in settlement which are incurred by
or imposed upon an Indemnitee in connection with a Covered Matter, including 
all interest assessments on any of the foregoing.
  
       f.   The term "Change in Control" shall mean the occurrence of any of 
the following:
  
            (1) Both (A) any "person" (as defined below) is or becomes the
              "beneficial owner" (as defined in Rule 13d-3 under the Securities
              Exchange Act of 1934), directly or indirectly, of securities of 
              NVB representing at least 15% of the total voting power 
              represented by NVB's then outstanding voting securities; and (B)
              the beneficial ownership by such person of securities 
              representing such percentage has not been approved by a majority
              of the "continuing directors" (as defined below); or
  
            (2) Any "person" (as defined below) is or becomes the "beneficial
              owner" (as defined in Rule 13d-3 under the Securities Exchange 
              Act of 1934), directly or indirectly, of securities of NVB 
              representing at least 50% of the total voting power represented 
              by NVB's then outstanding voting securities; or
  
            (3) A change in the composition of the Board of Directors of
              NVB occurs, as a result of which fewer than two-thirds of the
              incumbent directors are directors who either (A) had been 
              directors of NVB on the "look-back date" (as defined below) (the 
              "Original Directors") or (B) were elected, or nominated for 
              election, to the Board of Directors of NVB with the affirmative 
              votes of at least a majority in the aggregate of the Original 
              Directors who were still in office at the time of the election
              or nomination and directors whose election or nomination was 
              previously so approved (the "continuing directors"); or
  
            (4) The shareholders of NVB approve a merger or consolidation
              of NVB with any other corporation, if such merger or 
              consolidation would result in the voting securities of NVB 
              outstanding immediately prior thereto representing (either by 
              remaining outstanding or by being converted into voting 
              securities of the surviving entity) 50% or less of the total 
              voting power represented by the voting securities of NVB or such 
              surviving entity outstanding immediately after such merger or 
              consolidation; or
  
            (5) The shareholders of NVB approve (A) a plan of complete
              liquidation of NVB or (B) an agreement for the sale or
              disposition by NVB of all or substantially all of NVB's assets.
  
              For purposes of Subsection (1) above, the term "person" shall 
              have the same meaning as when used in Sections 13(d) and 14(d) of
              the Securities Exchange Act of 1934, but shall exclude (x) a 
              trustee or other fiduciary holding securities under an employee 
              benefit plan of the Company or of a parent or subsidiary of the 
              Company or (y) a corporation owned directly or indirectly by
              the shareholders of the Company in substantially the same 
              proportions as their ownership of the common stock of the 
              Company.
  
              For purposes of Subsection (3) above, the term "look-back date"
              shall mean the later of (x) the date of this Agreement or (y) 
              the date 24 months prior to the date of the event that may 
              constitute a "Change in Control."
  
              The term "Change in Control" shall not include (1) a transaction,
              if undertaken at the election of the Company, the result of which
              is to sell all or substantially all of the assets of the Company 
              to another corporation (the "surviving corporation"); provided 
              that the surviving corporation is owned directly or indirectly
              by the shareholders of the Company immediately following such 
              transaction in substantially the same proportions as their 
              ownership of the Company's common stock immediately preceding 
              such transaction; and provided, further, that the surviving 
              corporation expressly assumes this Agreement; or (2) an 
              acquisition of voting and other rights on outstanding shares by a
              voting trustee who is approved (and the agreement under which he 
              acts is approved) by the continuing directors, but not any 
              subsequent Change of Control effected by the voting trustee or
              otherwise.
  
2.   Basis for Indemnification.  This Agreement is extended by the Company to 
each Indemnitee in consideration of his or her agreement to serve as a director
or officer of the Company. The Indemnitee, if a director of the Company, will 
continue to serve as a member of the Board of Directors of the Company so long 
as the director is duly elected and qualified to so serve and until the 
director resigns or is removed from the Company's Board of Directors.  The
Indemnitee, if an officer of the Company, will continue to serve as an
officer of the Company so long as the officer is duly appointed and qualified 
to so serve and until the officer resigns or is removed from office.  No 
provision hereof shall be deemed to create any right to continued service as a 
director or officer of the Company on the part of any Indemnitee.
  
3.   Indemnification.
  
       a.   The Company shall indemnify and hold harmless each Indemnitee to 
the fullest extent permitted under applicable law (including, without 
limitation, Section 28(k) of the Federal Deposit Insurance Act and Part 359 of 
the Rules and Regulations of the Federal Deposit Insurance Commission 
(collectively, the "FDIC Rules")) if the Indemnitee was or is a party to any 
Covered Matter.  Such indemnification will cover all Indemnified Amounts.
  
       b.   The Indemnitee will be so indemnified for all Indemnified Amounts 
and the Company will defend the Indemnitee against claims (including threatened
claims and investigations) which are Covered Matters, including claims brought 
by or on behalf of the Company, except if it is finally determined by the court
of last resort (or by a lower court if not timely appealed) that the payment is
prohibited by applicable law.
  
       c.   If  the Indemnitee is entitled under this Agreement to indemn-
ification for less than all of the amounts incurred by the Indemnitee in 
connection with a Covered Matter, the Company will indemnify the Indemnitee for
the indemnifiable amount.
  
4.   Presumption Regarding Standards of Conduct; Determination of Right to 
Indemnification. The Indemnitee shall be conclusively presumed to have met any 
required standard of conduct established by applicable law, if any, for 
indemnification pursuant to this Agreement, unless a determination is made in a
written opinion by independent counsel to the Company that applicable law 
(including the FDIC Rules) permits indemnification in a Covered Matter only 
as authorized in the specific case upon a determination that indemnification
is proper in the circumstances because the Indemnitee has met the required
standard of conduct.  In such event:
  
       a.   The Company will immediately give the Indemnitee notice, with a 
copy of counsel's opinion, that an evaluation and determination will be made 
under this Section 4.
       b.   Such evaluation and determination will be made, as promptly as 
possible and in good faith, by a majority vote of the members of the Company's 
Board of Directors who are not parties or threatened to be made parties to the 
Covered Matter in question or, if so requested by the Indemnitee, in a written 
opinion by independent counsel to the Company (who shall not be the same as the
counsel referred to above) or by a court of competent jurisdiction, or by such 
other procedure as the Company and the Indemnitee agree.
       c.   The Indemnitee will be entitled to present information, and to be 
represented by counsel, in connection with such evaluation and determination.
       d.   The Indemnitee will be presumed to have met the required standard 
of conduct unless it is conclusively demonstrated to the determining firm or 
body that the Indemnitee has not met the required standard of conduct.  If the
Indemnitee is successful (which includes a settlement without admission of 
liability) on the merits or otherwise or in the defense of any claim, issue or 
matter therein, he or she shall be conclusively presumed to have met the 
required standard of conduct.
       e.   The cost of any evaluation and determination under this Section 4 
(including attorneys' fees and other expenses incurred by the Indemnitee) will 
be borne by the Company.
       f.   If the requested indemnification falls within the scope of the FDIC
Rules, the FDIC Rules will also be observed.
  
       The termination of any Covered Matter by judgment, order, settlement, 
arbitration award or conviction, or upon a plea of nolo contendere or its 
equivalent, shall not affect this presumption or, except as determined by a 
judgment or other final adjudication adverse to the Indemnitee, establish a
presumption with regard to any factual matter relevant to determining the
Indemnitee's rights to indemnification hereunder.
  
5.   Indemnification Procedure.
  
       a.   The Indemnitee will give the Company written notice of any claim 
for indemnification under this Agreement.  The omission to so notify the 
Company will not affect the Indemnitee's rights hereunder.  Payment requests 
will include a schedule setting forth in reasonable detail the amount requested
and will be accompanied (or, if necessary, followed) by copies of the relevant 
invoices or other documentation.  The Company will pay Indemnified Amounts 
directly without requiring the Indemnitee to make any prior payment.
  
       b.   The Indemnitee will be presumed to be entitled to indemnification 
under this Agreement and will receive such indemnification, subject to Section
4 above, irrespective of whether the Covered Matter involves allegations of 
gross negligence or intentional misconduct, alleged violations of Section 10(b)
of the Securities Exchange Act of 1934 (including Rule 10b-5 thereunder), 
alleged breach of the Indemnitee's fiduciary duties (including duties of 
loyalty or care) or any other claim.
  
       c.   Determination of Indemnitee's entitlement to indemnification shall 
be made not later than thirty (30) days after the Company's receipt of his or 
her written request for such indemnification, provided that any request for 
indemnification for Indemnified Amounts, other than amounts paid in settlement,
shall have been made after a determination thereof in a Covered Matter.  If the
person or persons so empowered to make a determination pursuant to Section 4 
hereof shall have failed to make the requested determination within ninety (90)
days after any judgment, order, settlement, dismissal, arbitration award, 
conviction, acceptance of a plea of nolo contendere or its equivalent, or other
disposition or partial disposition of any Covered Matter or any other event 
which could enable the Company to determine Indemnitee's entitlement to 
indemnification, the requisite determination that Indemnitee is entitled to 
indemnification shall be deemed to have been made.
  
  6.   Advance of Expenses.
  
       a.   Subject to Sections 6(b) and (c), and notwithstanding Section 4, 
before final adjudication of a Covered Matter, upon the Indemnitee's request 
pursuant to Section 5 above, the Company will promptly advance Expenses 
directly; provided, however, if the Indemnitee has already paid any Expenses, 
the  Company will promptly reimburse the Indemnitee for all such Expenses.
  
       b.   If, in the opinion of counsel to the Company, the FDIC Rules permit
advancement of Expenses with respect to a federal banking agency proceeding or
action only as authorized upon a determination that the Indemnitee has met a
standard of conduct established by the FDIC Rules, the determination will be
made in accordance with Section 4 above (except the Board of Directors shall
make the determination if required by the FDIC Rules).
  
       [(c) Letter of Credit.  In order to secure the obligations of the 
Company to indemnify and advance Expenses to the Indemnitee pursuant to this
Agreement, the Company shall obtain at the time of any Change in Control an
irrevocable standby letter of credit naming Indemnitee as the sole beneficiary
(the "Letter of Credit").  The Letter of Credit shall be in an appropriate
amount not less than one million dollars ($1,000,000), shall be issued by a
commercial bank headquartered in the United States having assets in excess 
of $10 billion and capital according to its most recent published reports
equal to or greater than the then applicable minimum capital standards 
promulgated by such bank's primary federal regulator and shall contain terms
and conditions reasonably acceptable to the Indemnitee.  The Letter of Credit
shall provide that the Indemnitee may from time to time draw certain amounts
thereunder, upon written certification by the Indemnitee to the issuer of the
Letter of Credit that (i) the Indemnitee has made written request upon the
Company for an amount not less than the amount he or she is drawing under the
Letter of Credit and that the Company has failed or refused to provide him or
her with such amount in full within thirty (30) days after receipt of the
request, and (ii) the Indemnitee believes that he or she is entitled under
the terms of this Agreement to the amount which he or she is drawing upon 
under the Letter of Credit.  The issuance of the Letter of Credit shall not
in any way diminish the Company's obligation to indemnify the Indemnitee 
against Expenses and Indemnified Amounts to the full extent required by this
Agreement.

       d.   Term of Letter of Credit.  Once the Company has obtained the 
Letter of Credit, the Company shall maintain and renew the Letter of Credit
or a substitute letter of credit meeting the criteria of Section 6(c) during
the term of this Agreement so that the Letter of Credit shall have an initial
term of five years, be renewed for successive five-year terms, and always 
have at least one year of its term remaining.]
  
       e.   The Indemnitee will repay any Expenses that are advanced under 
this Section 6 if so required by the FDIC Rules or if it is ultimately 
determined, in a final, nonappealable judgment rendered by the court of last
resort (or by a lower court if not timely appealed) that the Indemnitee is 
not entitled to be indemnified against such Expenses and repayment is required.
  
  7.   Defense of Claim.
  
       a.   With respect to any Covered Matter for which indemnification is 
requested, the Company, jointly with any other indemnifying party, will be 
entitled to assume the defense thereof; provided, however, the Company shall 
not be entitled to assume such defense if there has been a Change in Control or
the Indemnitee is entitled herein to employ the Indemnitee's own counsel, in 
which case both parties shall be entitled to participate in the defense.
  
       b.   Counsel selected by the Company to defend any Covered Matter will 
be subject to the Indemnitee's advance written approval.
  
       c.   Neither the Company nor the Indemnitee will settle any Covered 
Matter without the other's written consent, which will not be unreasonably 
withheld.
  
       d.   If the Indemnitee is required to testify (in court proceedings,
depositions, informal interviews or otherwise), consult with counsel, furnish 
documents or take any other reasonable action in connection with a Covered 
Matter, the Company will reimburse the Indemnitee's reasonable expenses in 
connection therewith and also pay the Indemnitee reasonable compensation for 
time spent by the Indemnitee for which the Indemnitee is otherwise not 
compensated by the Company.
  
       e.   After notice from the Company to the Indemnitee of its election to 
assume the defense of a Covered Matter, the Company will not be liable to the 
Indemnitee under this Agreement for any Expenses subsequently incurred by the 
Indemnitee in connection with the defense thereof, other than as provided 
below.  Except as provided in subsection (c) above, the Company may, in its 
sole discretion, decide and determine whether any claim, liability, suit or 
judgment made or brought against any Indemnitee shall or shall not be paid, 
compromised, resisted, defended, tried or appealed, and the Company's decision 
thereon, if made in good faith, shall be final and binding.
  
       f.   The Indemnitee shall have the right to employ his or her own 
counsel in any Covered Matter and will be fully reimbursed therefor if (i) the 
employment of counsel by the Indemnitee has been approved in writing by the 
Company, or (ii) either (A) the Indemnitee shall have reasonably concluded that
there may be a conflict of interest between the Company and the Indemnitee or 
between the Indemnitee and other parties represented by counsel employed by the
Company to represent the Indemnitee in such action, or (B) the Company shall 
not in fact have employed counsel reasonably satisfactory to the Indemnitee to 
assume the defense of such Covered Matter promptly after the Indemnitee's 
request.  

  8.   Disputes; Enforcement.
  
       a.   If there is a dispute relating to the validity or enforceability of
this Agreement or a denial of indemnification, advance of Expenses or payment 
of any other amounts due under this Agreement or the Company's Articles of 
Incorporation or Bylaws, the Company will provide such indemnification, advance
of Expenses or other payment until a final, nonappealable judgment that the 
Indemnitee is not entitled to such indemnification, advance of Expenses or 
other payment has been rendered by the court of last resort (or by a lower 
court if not timely appealed). The Indemnitee will repay such amounts if such 
final, nonappealable judgment so requires.
  
       b.   In the event that (i) a determination pursuant to Section 4 hereof 
is made that Indemnitee is not entitled to indemnification, (ii) advances of 
Expenses are not made pursuant to this Agreement, (iii) payment has not been 
timely made following a determination of entitlement to indemnification 
pursuant to this Agreement, or (iv) the Indemnitee otherwise seeks enforcement 
of this Agreement, the Indemnitee shall be entitled to a final adjudication in 
an appropriate judicial proceeding in the State of California of the remedy 
sought.  Alternatively, unless (A) the determination was made by a panel of 
arbitrators pursuant to Section 4(b) hereof, or (B) court approval is required 
by law for the indemnification sought by the Indemnitee, the Indemnitee at his 
or her option may seek an award in arbitration to be conducted by a single 
arbitrator pursuant to the commercial arbitration rules of the American 
Arbitration Association now in effect, which award is to be made within ninety 
(90) days following the filing of the demand for arbitration.  The Company 
shall not oppose the Indemnitee's right to seek any such adjudication or 
arbitration award.  In any such proceeding or arbitration the Indemnitee shall 
be presumed to be entitled to indemnification and advancement of Expenses under
this Agreement and the Company shall have the burden of proof to overcome that
presumption.
  
       c.   In the event that a determination that the Indemnitee is not
entitled to indemnification, in whole or in part, has been made pursuant to 
Section 4 hereof, the decision in the judicial proceeding provided in paragraph
(a) of this Section 8 shall be made de novo and the Indemnitee shall not be 
prejudiced by reason of a determination that he or she is not entitled to 
indemnification.  If a determination that the Indemnitee is entitled to 
indemnification has been made pursuant to Section 4 hereof, or is deemed to 
have been made pursuant to Section 4 hereof or otherwise pursuant to the terms
of this Agreement, the Company shall be bound by such determination in the 
absence of a misrepresentation of a material fact by the Indemnitee in 
connection with such determination.  The Company shall be precluded from 
asserting that the procedures and presumptions of this Agreement are not valid,
binding and enforceable.  The Company shall stipulate in any such court that
the Company is bound by all the provisions of this Agreement and is 
precluded from making any assertion to the contrary. 
  
       d.   The Company will reimburse all of the Indemnitee's reasonable 
expenses (including attorneys' fees) in pursuing an action to enforce the 
Indemnitee's rights under this Agreement unless a final, nonappealable 
judgment against the Indemnitee has been rendered in such action by the court 
of last resort (or by a lower court if not timely appealed), or unless the FDIC
Rules otherwise require to the same effect as set forth in Section 6(e).  At 
the Indemnitee's request, such expenses will be advanced by the Company to the 
Indemnitee as incurred before final resolution of such action by the court of 
last resort; such expenses will be repaid by the Indemnitee if a final, 
nonappealable judgment in the Company's favor is rendered in such action by the
court of last resort (or by a lower court if not timely appealed) to the 
same effect as set forth in Section 6(e).
  
  9.   Limitations on Indemnification; Limitations of Actions.
  
       a.   Notwithstanding the provisions hereof, the Company shall not be 
obligated pursuant to the terms of this Agreement:
  
            i. To indemnify or advance funds to the Indemnitee with respect to
               proceedings or claims initiated or brought voluntarily by the
               Indemnitee and not by way of defense, except with respect to 
               proceedings brought to establish or enforce a right to 
               indemnification under this Agreement or any other statute or
               law or otherwise as required under California law (provided
               that such right to indemnification is in fact established), but
               such indemnification or advancement of expenses may be provided 
               by the Company in specific cases if the Board of Directors has 
               approved the initiation or bringing of such suit;
  
            ii.To indemnify the Indemnitee for any expenses or liabilities of 
               any type whatsoever (including, but not limited to, judgments, 
               fines, ERISA excise taxes or penalties and amounts in 
               settlement) which have been paid directly to the Indemnitee 
               by an insurance carrier under D&O Insurance maintained
               by the Company;
  
          iii. To indemnify the Indemnitee for any expenses incurred by the 
               Indemnitee with respect to any proceeding instituted by the 
               Indemnitee to enforce or interpret this Agreement if a court of 
               competent jurisdiction determines that each of the material 
               assertions made by the Indemnitee in such proceeding was not
               made in good faith or was frivolous; 
  
          iv.  If such payments shall be prohibited by the Articles of 
               Incorporation or Bylaws of the Company or by the General 
               Corporation Law of the State of California, subject, however,
               to Section 20 hereof;  

            v. To make any indemnification payment contrary to the FDIC Rules; 
               or

           vi. To indemnify the Indemnitee for expenses or liabilities incurred
               by the Indemnitee under Section 16 of the Securities Exchange 
               Act of 1934.
  
       b.   No action will be brought by or on behalf of the Company against 
the Indemnitee or the Indemnitee's heirs or personal representatives relating 
to the Indemnitee's service as a director or officer of the Company, after the 
expiration of one year from the date the Indemnitee ceases (for any reason) to 
serve as a director or officer of the Company, and any claim or cause of action
of the Company will be extinguished and deemed released unless asserted by the 
filing of a legal action before the expiration of such period.
  
10.  Maintenance of Liability Insurance.
  
       a.   The Company hereby covenants and agrees that, as long as each 
Indemnitee continues to serve as a director or officer of the Company and 
thereafter as long as the Indemnitee may be subject to any possible Covered 
Matter, the Company subject to subsection (c) below, shall maintain in full 
force and effect directors' and officers' liability insurance ("D&O Insurance")
from established and reputable insurers in amounts not less than, and with 
coverages comparable to, those in effect as of the date of this Agreement[, or 
such greater amount as is equal to at least 25% of the aggregate market 
competitive value of the Company].
  
       b.   In all D&O Insurance policies, the Indemnitee shall be named as an 
insured in such a manner as to provide the Indemnitee the same rights and 
benefits as are accorded the most favorably insured of the Company's directors 
and officers.
  
       c.   Notwithstanding the foregoing, the Company will not be required to 
obtain or maintain D&O Insurance if the Board of Directors of the Company 
determines, after diligent inquiry, that (i) such insurance is not available, 
(ii) the premium costs for such insurance are disproportionate to the amount of
coverage and the premiums paid by other corporations similarly situated, or 
(iii) the coverage provided by such insurance is so limited by exclusions that 
it provides an insufficient benefit.  The Board of Directors of the Company 
will, from time to time, in good faith review any decision not to maintain D&O 
Insurance and will purchase such insurance at any time that the conditions of 
this Section 10(c) cease to apply.
  
       d.   The parties will cooperate to obtain advances of Expenses, 
indemnification payments and consents from D&O Insurance carriers in any 
Covered Matter to the full extent of applicable D&O Insurance.  The existence 
of D&O Insurance coverage will not diminish or limit the Company's obligation 
to make indemnification payments to the Indemnitee.  Amounts paid directly to 
the Indemnitee with respect to a Covered Matter by the Company's D&O Insurance
carriers will be credited to the amounts payable by the Company to the
Indemnitee under this Agreement.
  
       e.   Payments under any D&O Insurance policies shall be subject to the 
FDIC Rules.
  
11.  Indemnification Hereunder Not Exclusive.  The indemnification provided to 
the Indemnitee under this Agreement shall not be deemed exclusive of, and will 
be in addition to, any other indemnification provided to any Indemnitee by any 
law, Board resolution, provision of the Articles of Incorporation or Bylaws,
agreement, vote of shareholders or disinterested directors, or otherwise; 
provided that this Agreement shall be deemed to supersede the Agreement of NVB
executed in November of 1985 relating to indemnity for officers and directors 
of [Bank].  If applicable laws, rules or regulations are amended after the date
of this Agreement to permit indemnification of a type or to an extent beyond or
greater than that provided by this Agreement, the Indemnitee shall be entitled
to indemnification hereunder of such further types or to such further extent as
is then permitted; provided, however, that no such amendment shall in any way 
restrict or limit the rights of the Indemnitee hereunder and the term 
"applicable law" shall refer only to the same as amended to the extent such 
amendment permits the Company to provide such further or greater
indemnification.
  
12.  Subrogation.  Upon payment of any Indemnified Amount under this Agreement,
the Company will be subrogated to the extent of such payment to all of the 
Indemnitee's rights of recovery therefor and the Indemnitee will take all 
reasonable actions requested by the Company (at no cost or penalty to the 
Indemnitee) to secure the Company's rights under this Section 12, including 
executing documents.
  
13.  Continuation of Indemnity.  All of the Company's obligations under this 
Agreement will continue as long as the Indemnitee is subject to any actual or 
possible Covered Matter, notwithstanding the Indemnitee's termination of 
service as a director or officer, and in any event for at least five (5) years 
subsequent to the date when the Indemnitee ceases to be a director or 
officer of the Company.
  
14.  Successors and Assigns.  This Agreement shall be binding upon, and shall 
inure to the benefit of the parties hereto and their respective heirs, legal 
representatives and assigns.  The obligations of the Bank and NVB hereunder 
shall be joint and several.  No provision of this Agreement shall be applicable
in respect of any acts, omissions or transactions of any person while serving
as a director, officer, employee or agent of any corporation which shall have
been or shall hereafter be merged into or otherwise combined with the Company,
or of another enterprise in respect of which such person was serving as a 
director, officer, employee or agent at the request of any such other 
corporation, or of any enterprise controlling, controlled by or under common 
control with any such other corporation, unless specifically approved by a 
majority vote of the Board of Directors of the Company and by a separate 
instrument executed by the Bank and NVB.  The Company will require any 
successor (whether direct or indirect, by purchase, merger, consolidation or 
otherwise) to all or substantially all of the business or assets of the Company
to assume all of the Company's obligations under this Agreement.  Such 
assumption will not release the Company from its obligations under this 
Agreement.
  
15.  Severability.  Each and every paragraph, sentence, term and provision of 
this Agreement will be deemed severable, such that if any paragraph, sentence, 
term or provision hereof shall be held to be illegal, void, invalid or 
unenforceable under applicable law, such provision may be modified to the 
extent reasonably necessary to make the provision, as so modified, legal, 
valid and binding.  If any provision of this Agreement is held illegal, void
or invalid in its entirety, the remaining provisions of the Agreement will not 
in any way be affected or impaired but will remain binding in accordance with 
their terms.
  
16.  Savings Clause.  If this Agreement or any paragraph, sentence, term or 
provision hereof is invalidated on any ground by any court of competent 
jurisdiction, the Company shall nevertheless indemnify the Indemnitee as to any
Expenses, judgments, fines, penalties or ERISA excise taxes incurred with 
respect to any Covered Matter to the full extent permitted by any applicable
paragraph, sentence, term or provision of this Agreement that has not been 
invalidated or by any other applicable provision of California law.
  
17.  Notices.  All notices given under this Agreement will be in writing and 
delivered either personally, by registered or certified mail (return receipt 
requested, postage prepaid), by recognized overnight courier or by telecopy (if
promptly followed by a copy delivered personally, by registered or certified
mail or overnight courier), as follows:
  
            If to the Indemnitee:           Name/Address
  
            If to the Company:              North Valley Bancorp
                                            880 E. Cypress Avenue
                                            Redding, California  96002
                                            Attn:  Chief Executive Officer
  
            If to the Bank:                 North Valley Bank
                                            880 E. Cypress Avenue
                                            Redding, California  96002
                                            Attn:  President
  
  or to such other address as any party furnishes to the others in writing.
  
18.  Counterparts.  This Agreement may be signed in counterparts, each of which
shall be deemed to be an original instrument, but all of which together shall 
constitute one and the same instrument.  
  
19.  Governing Law.  This Agreement shall be governed by and interpreted in 
accordance with the laws of the State of California.
  
20.  Amendments.  No amendment, waiver, modification, termination or 
cancellation of this Agreement shall be effective as to any Indemnitee unless 
consented thereto in writing by the Indemnitee.  The indemnification rights 
afforded to the Indemnitee hereby shall be presumed to have been relied upon by
the Indemnitee in serving or continuing to serve as a director or officer 
and shall be enforceable as contract rights.  Neither the Company's
Articles of Incorporation nor its Bylaws will be changed to increase liability 
of directors or officers or to limit the Indemnitee's indemnification.  The 
Indemnitee's rights or the Company's obligations under this Agreement shall not
be diminished, eliminated or otherwise affected by any repeal or modification 
of the Company's Articles of Incorporation or Bylaws or any repeal or 
modification of the relevant provisions of any applicable law, rules or 
regulations, or by other agreements, including D&O Insurance policies.
  
       IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as 
of the date indicated above.
  
                               NORTH VALLEY BANK
  
  
                              By ________________________
  
                              Its ________________________
  
  
                              NORTH VALLEY BANCORP
  
                              By ________________________
  
                              Its ________________________
  
  
                              [INDEMNITEE]
  
                              By ________________________