EMPLOYMENT AGREEMENT
                              --------------------


         This Employment Agreement ("Agreement") is entered into effective as of
____________________, by and between North Valley Bancorp, a California
corporation ("NV Bancorp" or "Employer"), and ____________________, an
individual ("Employee"). The parties agree as follows:

                                    AGREEMENT
                                    ---------

         1.       Term of Employment. Subject to the provisions of Section 12
below, Employer employs Employee and Employee hereby accepts employment with
Employer, upon the terms and conditions set forth in this Agreement, for a
period of one (1) year from the date above. This Agreement may be renewed for
additional one (1) year terms upon written notice by Employer and acceptance by
Employee. Each renewal notice, if provided, shall be given by Employer at the
anniversary date of this Agreement.

         2.       Duties and Obligations of Employee. Employee shall serve as
the _______________________ of Employer. In addition, Employee shall serve as
the _______________________ of Employer's subsidiaries, including NVB Business
Bank, North Valley Bank, and Bank Processing, Inc. Employee shall perform the
customary duties of such office in the commercial banking industry, and such
other duties as may from time to time be requested of Employee by Employer, in
addition to the following:

                                 [insert duties]

         [alternative: Set forth a Position Description as Exhibit "A"]

Any change in the position description or job title will not constitute a
termination of this Agreement.

         3.       Devotion to Employer's Business. Employee shall devote his
full business time, ability, and attention to the business of Employer during
the term of this Agreement and shall not during the term of this Agreement,
without the prior written consent of Employer's Board of Directors, engage in
any other business activities, duties, or pursuits whatsoever, or directly or
indirectly render any services of a business, commercial, or professional nature
to any other person or organization, whether for compensation or otherwise,
which would interfere or conflict with discharging Employee's duties. The
expenditure of reasonable amounts of time for educational, charitable, or
professional activities shall not, however, be deemed a breach of this Agreement
if those activities do not interfere with the services required of Employee
under this Agreement.

         4.       Noncompetition by Employee. Employee shall not, during the
term of this Agreement, directly or indirectly, either as an employee, employer,
consultant, agent, principal, stockholder, officer, director, member or in any

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<PAGE>

other individual or representative capacity, engage or participate in any
business that is in competition with the business of Employer. Nothing in this
Agreement shall be interpreted to prohibit Employee from making passive personal
investments so long as such interests do not create a conflict of interest with
the Employer. However, Employee shall not directly or indirectly acquire, hold,
or retain any material interest in any business competing with or similar in
nature to the business of Employer.

         5.       Indemnification.
                  ---------------

                  (a)      Employee shall indemnify and hold Employer harmless
         from all liability for loss, damage, or injury to persons or property
         resulting from the gross negligence or intentional misconduct of the
         Employee.

                  (b)      Employer shall indemnify Employee pursuant to the
         terms of that certain Indemnification Agreement between Employer and
         Employee dated __________________.

         6.       Confidential Information; Nondisclosure of Information.
                  ------------------------------------------------------

                  (a)      Confidential Information. Employer has and will
         develop and own certain Confidential Information, which has a great
         value in its business. Employer also has and will have access to
         Confidential Information of its customers. "Customers" shall mean any
         persons or entities for whom Employer performs services or from whom
         Employer obtains information. Confidential Information includes
         information disclosed to Employee during the course of his employment,
         and information developed or learned by Employee during the course of
         his employment. Confidential Information is broadly defined and
         includes all information which has or could have commercial value or
         other utility in Employer's business or the businesses of Employer's
         customers. Confidential Information also includes all information which
         could be detrimental to the interests of Employer or its customers if
         it were disclosed. By example and without limitation, Confidential
         Information includes all information concerning loan information,
         Customer data, including but not limited to Customer and supplier
         identities, Customer characteristics or agreements and Customer lists,
         applicant data, employment categories, job classifications, employment
         histories, job analyses and validations, preferences, credit history,
         agreements, and any personally identifiable information related to
         Customers, or Customer's employees, customers or clients, including
         names, addresses, phone numbers, account numbers and social security
         numbers; any information provided to Employee by a Customer, including
         but not limited to electronic information, documents, software, and
         trade secrets; historical sales information; advertising and marketing
         materials and strategies; financial information related to Employer,
         Customers, Customer's employees or any other party; labor relations
         strategies; research and development strategies and results, including
         new materials research; pending projects and proposals; production
         processes; scientific or technological data, formulae and prototypes;

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<PAGE>

         employee data, including but not limited to any personally identifiable
         information related to employees, and co-workers, their spouse-partner
         and/or family members such as names, addresses, phone numbers, account
         numbers, social security numbers, employment history, credit
         information, and the compensation of co-workers; anything contained in
         another employee's personnel file; individually identifiable health
         information of other employees, and co-workers, their spouse-partner
         and/or family members, Customers, or any other party, including but not
         limited to any information related to a physical or mental health
         condition, the provision of health care, the payment of health care, or
         any information received from a health care provider, health care plan
         or related entity; pricing and product information; computer data
         information; inventory levels and products; supplier information and
         data; testing techniques; processes; formulas; trade secrets;
         inventions; discoveries; improvements; specifications; data, know-how,
         and formats; marketing plans; pending projects and proposals; business
         plans; computer processes; computer programs and codes; technological
         data; strategies; forecasts; budgets; and projections.

                  (b)      Protection of Confidential Information. Employee
         agrees that at all times during and after his employment by Employer,
         Employee will keep confidential and not disclose to any third party or
         make any use of the Confidential Information of Employer or its
         customers, except for the benefit of Employer or its customers and in
         the course of his employment. In the event Employee is required by law
         to disclose such information described in this paragraph 6, Employee
         will provide Employer and its legal counsel with immediate notice of
         such request so that Employer may consider seeking a protective order.
         For purposes of this Agreement, the disclosure of any Confidential
         Information at any time except as required by law shall be considered
         to be "unfair competition". Employee also agrees not to remove or
         permit the removal of Confidential Information from Employer's place of
         business without the express written authorization of an Officer of
         Employer or its authorized representative. Employee acknowledges that
         he is aware that the unauthorized disclosure of Confidential
         Information of Employer or its customers may be highly prejudicial to
         their interests, an invasion of privacy, and an improper disclosure of
         trade secrets and financial information in violation of state and
         federal law.

                  (c)      No Prior Commitments. Employee has no other
         agreements, relationships, or commitments to any other person or entity
         that would conflict with Employee's obligations to Employer under this
         Agreement. Employee will not disclose to Employer or use or induce
         Employer to use, any proprietary information or trade secrets of
         others. Employee represents and warrants that he has returned all
         property and confidential information belonging to all other prior
         employers.

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<PAGE>

                  (d)      Return of Property. In the event Employee's
         employment with Employer is terminated (voluntarily or otherwise),
         Employee agrees to inform Employer of all documents and other data
         relating to his employment which is in his possession and control and
         to deliver promptly all such documents and data to Employer.

                  (e)      Sanctions for Unauthorized Taking of Trade Secrets.
         Employee understands that taking of Employer's trade secrets is a crime
         under California Penal Code section 449(c) and could also result in
         civil liability under California's Uniform Trade Secrets Act (Civil
         Code sections 3426-3426.11), and that willful misappropriation may
         result in an award against Employee of triple the amount the Employer's
         damages and Employer's attorney fees for collecting such damages.

                  (f)      Obligations Following Termination. After termination
         of employment (whether voluntary or otherwise), Employee will continue
         to protect Employer's Confidential Information, and in order to do so
         will not, either directly or indirectly for a period of two (2) years
         after termination of employment, (i) employ or attempt to employ any
         other employee of the Employer while the other employee is employed by
         the Employer; (ii) advise or recommend to any other person that such
         other person employ or attempt to employ any other employee of Employer
         while the other employee is employed by Employer; (iii) induce or
         attempt to induce any other employee of the Employer to quit the
         Employer; (iv) interfere with the business of Employer by inducing any
         other individual or entity to sever its relationship with Employer or
         (v) solicit any Customers or potential Customers of Employer for
         services similar to those performed by Employer, even if such services
         are not directly competitive with Employer's services.

                  (g)      Injunctive Relief. Employee acknowledges that breach
         of this Section may cause Employer irreparable harm for which money is
         inadequate compensation. Employee therefore agrees that Employer will
         be entitled to injunctive relief to enforce this Section and this
         Agreement, in addition to damages and other available remedies, and
         Employee consents to such injunctive relief pursuant to Section 14
         below.

         7.       Written or Printed Material. All written or printed materials,
notebooks and records and all electronic media including, without limitation,
computer disks used by Employee in performing duties for Employer, are and shall
remain the sole property of Employer. Upon termination of employment, Employee
shall promptly return all such material (including all copies, extracts and
summaries) to Employer. This paragraph 7 shall survive expiration or termination
of this Agreement.

         8.       Surety Bond. Employee agrees that he will furnish all
information and take any other steps necessary from time to time to enable
Employer to obtain or maintain a fidelity bond conditional on the rendering of a
true account by Employee of all monies, goods, or other property which may come
into the custody, charge, or possession of Employee during the term of his

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<PAGE>

employment. The surety company issuing the bond and the amount of the bond must
be acceptable to Employer. All premiums on the bond shall be paid by Employer.
If Employee cannot qualify for a surety bond at any time during the term of this
Agreement, Employer shall have the option to terminate this Agreement
immediately without any obligation to pay severance benefits to Employee in
accordance with paragraph 12(d) of this Agreement.

         9.       Compensation.
                  ------------

                  (a)      Base Salary. In consideration for the services to be
         performed hereunder, Employee shall receive a salary at the rate of
         __________________ ($____________) per year, payable in accordance with
         Employer's payroll practices, subject to applicable adjustments for
         withholding taxes and prorations for any partial employment period.
         Employee shall receive such annual adjustments in salary, if any, as
         may be determined by Employer's President and Chief Executive Officer,
         in consultation with the Board of Directors of Employer, simultaneously
         with the review of all other executive offices.

                  (b)      Annual Incentive Bonus. Employee shall be eligible to
         be considered for an annual incentive bonus. Any bonus given shall be
         at the sole discretion of Employer's Board of Directors and President
         and Chief Executive Officer.

                  (c)      Stock Option Plan. Employee shall be eligible to
         participate in a Stock Option Program for the purchase of shares of the
         Common Stock of Employer, pursuant to the terms of Employer's 1998
         Employee Stock Incentive Plan ("1998 Plan") as part of Employer's Long
         Term Incentive Plan. Employer's 1998 Plan and Long Term Incentive Plan
         may be modified or terminated by Employer's Board of Directors from
         time to time. Any grants, vesting schedules, or other terms and
         conditions of the stock option shall be consistent with the 1998 Plan,
         as modified from time to time, and shall be evidenced by Stock Option
         Agreements entered into between Employer and Employee.

                  (d)      Nonqualified Retirement Plans. Employee shall be
         eligible to participate in both the Executive Salary Continuation
         Agreement and the Executive Deferred Compensation Plan, as such
         agreement or plan may be amended from time to time by Employer's Board
         of Directors and as determined by the President and Chief Executive
         Officer.

         10.      Other Benefits. Employee shall be entitled to those employee
benefits adopted by Employer for all employees of Employer, subject to
applicable qualification requirements and regulatory approval requirements, if
any. Employee shall be further entitled to the following additional benefits
which shall supplement or replace, to the extent duplicative of any part or all
of the general employee benefits, the benefits otherwise provided to Employee:

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<PAGE>

                  (a) Vacation. Employee shall be entitled to four (4) weeks
         annual vacation leave at his then existing rate of Base Salary each
         year during the term of this Agreement. Employee may be absent from
         employment for vacation as long as such leave is reasonable and does
         not jeopardize Employee's performance of the responsibilities and
         duties specified in this Agreement. The length of vacation should not
         exceed two (2) weeks without the approval of Employer. Vacation time,
         if any, shall be determined in accordance with Employer's personnel
         policies.

                  (b) Automobile Expense Reimbursement and Insurance. Employer
         shall reimburse Employee for automobile expenses of _______________
         Dollars ($_______.00) per year during the term of this Agreement,
         payable at the rate of _________________ Dollars ($___.00) per month.
         Employee shall acquire or otherwise make available for Employee's
         business and personal use an automobile, suitable to his position, and
         (i) maintain it in good condition and repair; (ii) maintain general
         comprehensive liability insurance and property damage insurance
         policies with insurer(s) acceptable to Employer and such coverages in
         such amounts as may be acceptable to Employer from time to time; and
         (iii) such policies shall name Employer as an additional insured,
         subject to the requirement that Employee's reimbursement described
         above shall be increased in an amount equal to the additional premium
         expense, if any, resulting from Employer being named as an additional
         insured. Employer may, in its sole discretion, elect to provide and pay
         for such insurance policies in lieu of Employee maintaining such
         policies.

         11.      Business Expenses. Employee shall be reimbursed for all
ordinary and necessary expenses incurred by Employee in connection with his
employment subject to expense account guidelines established by the Board of
Directors of Employer. Employee shall also be reimbursed for reasonable expenses
incurred in activities associated with promoting the business of Employer,
including expenses for entertainment, travel, conventions, educational programs,
club memberships with the prior approval by Employer's President and Chief
Executive Officer or Board of Directors. Employer will pay for or will reimburse
Employee for such expenses upon presentation by Employee of receipts or other
appropriate evidence of such expenditures.

         12.      Termination of Agreement.
                  ------------------------

                  (a)      Termination by Employer For Cause. Employer may
         terminate this Agreement immediately upon any of the following events:

                           (i)      Employee's death;

                           (ii)     Employee's disability;

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<PAGE>

                           (iii)    Employee's commission of acts of material
                                    dishonesty, fraud, misrepresentation or
                                    moral turpitude such that Employer's
                                    reputation would be harmed;

                           (iv)     Employee's failure to reasonably perform
                                    Employee's duties as described in Employee's
                                    job description as modified by Employer from
                                    time to time;

                           (v)      Employer's determination that other "good
                                    cause" exists to terminate Employee;

                           (vi)     Employee's refusal or neglect to comply with
                                    any lawful or reasonable order given to
                                    Employee by Employer;

                           (vii)    Any material breach of this Agreement by
                                    Employee;

                           (viii)   The occurrence of circumstances that make it
                                    impossible or impractical for Employer to
                                    conduct or continue its business, or the
                                    loss by Employer of legal capacity to
                                    contract.

                  (b)      Other Termination by Employer. Employer may, at its
         election and in its sole discretion, terminate this Agreement for no
         cause, by giving thirty (30) days' prior written notice of termination
         to Employee, without prejudice to any other remedy to which Employer
         may be entitled either at law, in equity or under this Agreement. Upon
         such termination, Employee shall be entitled to receive any employment
         benefits which shall have accrued prior to such termination and the
         severance pay specified in paragraph 12(d) below. If Employer
         terminates Employee in breach of this Agreement, Employee's damages
         shall be limited to payment of the severance in Section 12(d).

                  (c)      Termination by Employee. This Agreement may be
         terminated by Employee for any reason, or no reason, by giving thirty
         (30) days' prior written notice of termination to Employer. Upon such
         termination, all rights and obligations accruing to Employee under this
         Agreement shall cease, except that such termination shall not prejudice
         Employee's rights regarding employment benefits which shall have
         accrued prior to such termination and any other remedy which Employee
         may have at law, in equity or under this Agreement, which remedy
         accrued prior to such termination.

                  (d)      Severance Pay - Termination by Employer. In the event
         of termination by Employer pursuant to paragraph 12(a)(viii) or 12(b)
         of this Agreement, Employee shall be entitled to receive severance pay
         at Employee's rate of salary immediately preceding such termination
         equal to ________ (____) _______s' Base Salary, if any, payable in
         accordance with Employer's normal payroll practices. Notwithstanding
         the foregoing, in the event of a "change in control" as defined in

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<PAGE>

         subparagraph (e) below, Employee shall not be entitled to severance pay
         pursuant to this subparagraph (d) and any rights of Employee to
         severance pay shall be limited to such rights as are specified in
         subparagraph (e) below. Employee acknowledges and agrees that severance
         pay pursuant to this subparagraph (d) is in lieu of all damages,
         payments and liabilities on account of the early termination of this
         Agreement and the sole and exclusive remedy for Employee terminated at
         the will of Employer pursuant to paragraph 12(b) or pursuant to certain
         provisions of paragraph 12 described herein, and shall be subject to
         Employee's execution of a complete release of all claims Employee may
         have against Employer, its officers, directors, agents, employees,
         predecessors, successors, parents, subsidiaries, and affiliates
         ("Related Parties"). If upon termination of employment Employee chooses
         to arbitrate any claims pursuant to Section 14, Employee shall be
         deemed to have waived Employee's right, if any, to severance.

                  (e)      Severance Pay - Change in Control. In the event of a
         "change in control" as that term is defined in the Executive Salary
         Continuation Agreement between Employer and Employee in effect from
         time to time, the terms of that Executive Salary Continuation Agreement
         shall apply.

                  (f)      Termination by Employer - Section 12(a). If Employer
         terminates this Agreement pursuant to Section 12(a), (iii), (iv), (v),
         (vi) or (vii), Employee shall only be entitled to receive the
         Employee's accrued but unpaid wages and accrued but unused vacation.
         Employee shall not be entitled to receive any other sums, including but
         not limited to pro-rated incentive bonus or Severance, or pro-rated
         fringe benefits. If Employer terminates this Agreement pursuant to
         Section 12(a)(i)(ii), Employee or Employee's estate shall receive those
         payments, if any, for which he is eligible pursuant to Employer's
         long-term disability insurance program, life insurance benefits, if
         any, and the Executive Salary Continuation Agreement.

         13.      Notices. Any notices to be given hereunder by either party to
the other shall be in writing and may be transmitted by personal delivery or by
U.S. mail, registered or certified, postage prepaid with return receipt
requested. Mailed notices shall be addressed to the parties at the addresses
listed as follows:

         Employer:         North Valley Bancorp
                           300 Park Marina Circle
                           Redding, CA  96002
                           ATTN:  Michael J. Cushman,
                           President and Chief Executive Officer
                           w/copy to:
                           Leo Graham, General Counsel

         Employee:         _____________________

                           _____________________

                           _____________________

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<PAGE>

Each party may change the address for receipt of notices by written notice in
accordance with this paragraph 13. Notices delivered personally shall be deemed
communicated as of the date of actual receipt; mailed notices shall be deemed
communicated as of three (3) days after the date of mailing.

         14.      Arbitration.
                  -----------

                  (a)      All claims, disputes and other matters in question
         arising out of or relating to this Agreement or the breach or
         interpretation thereof shall be resolved by binding arbitration before
         a representative member, selected by the mutual agreement of the
         parties, of the Judicial Arbitration and Mediation Services, Inc.,
         Sacramento, California ("JAMS"), in accordance with the rules and
         procedures of JAMS then in effect. In the event JAMS is unable or
         unwilling to conduct such arbitration, or has discontinued its
         business, the parties agree that a representative member, selected by
         the mutual agreement of the parties, of the American Arbitration
         Association, Sacramento, California ("AAA"), shall conduct such binding
         arbitration in accordance with the rules and procedures of the AAA then
         in effect. Notice of the demand for arbitration shall be filed in
         writing with the other party to this Agreement and with JAMS (or AAA,
         if necessary). In no event shall the demand for arbitration be made
         after the date when institution of legal or equitable proceedings based
         on such claim, dispute or other matter in question would be barred by
         the applicable statute of limitations. Any award rendered by JAMS or
         AAA shall be final and binding upon the parties, and as applicable,
         their respective heirs, beneficiaries, legal representatives, agents,
         successors and assigns, and may be entered in any court having
         jurisdiction thereof. The obligation of the parties to arbitrate
         pursuant to this clause shall be specifically enforceable in accordance
         with, and shall be conducted consistently with, the provisions of Title
         9 of Part 3 of the California Code of Civil Procedure. Any arbitration
         hereunder shall be conducted in Sacramento, California, unless
         otherwise agreed to by the parties.

                  (b)      In the event that either party seeks injunctive
         relief, consistent with this arbitration clause such relief shall be
         sought pursuant to California Code of Civil Procedure Sections 1281.8
         and 527, or any successor statutes.

                  (c)      The parties expressly state that it is their intent
         to arbitrate disputes between them. Therefore, this Agreement shall be
         construed so as to be consistent with applicable federal and California
         law, and to be enforceable to the maximum extent allowable by law to
         provide arbitration as the forum to resolve their disputes. If
         necessary, any portion of this Agreement that is unenforceable by law
         shall be stricken, and the arbitrator or the court, as the case may be,
         shall have the power to reform this Agreement to the extent necessary
         to comply with applicable law and to give effect to the parties' intent
         that they shall arbitrate their disputes.

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<PAGE>

         15.      Attorneys' Fees and Costs. In the event of litigation,
arbitration or any other action or proceeding between the parties to interpret
or enforce this Agreement or any part thereof or otherwise arising out of or
relating to this Agreement, the prevailing party shall be entitled to recover
its costs related to any such action or proceeding and its reasonable fees of
attorneys, accountants and expert witnesses incurred by such party in connection
with any such action or proceeding. The prevailing party shall be deemed to be
the party which obtains substantially the relief sought by final resolution,
compromise or settlement, or as may otherwise be determined by order of a court
of competent jurisdiction in the event of litigation, an award or decision of
one or more arbitrators in the event of arbitration, or a decision of a
comparable official in the event of any other action or proceeding.

         16.      Entire Agreement. This Agreement, the Executive Salary
Continuation Agreement, and the Indemnification Agreement supersede any and all
other agreements, either oral or in writing, between the parties with respect to
the employment of Employee by Employer, and contain all of the covenants and
agreements between the parties with respect to the employment of Employee by
Employer. Each party to this Agreement acknowledges that no other
representations, inducements, promises, or agreements, oral or otherwise, have
been made by any party, or anyone acting on behalf of any party, which are not
set forth herein, and that no other agreement, statement, or promise not
contained in this Agreement shall be valid or binding on either party.

         17.      Modifications. Any modification of this Agreement will be
effective only if it is in writing and signed by a party or its authorized
representative.

         18.      Waiver. The failure of either party to insist on strict
compliance with any of the terms, provisions, covenants, or conditions of this
Agreement by the other party shall not be deemed a waiver of any term,
provision, covenant, or condition, individually or in the aggregate, unless such
waiver is in writing, nor shall any waiver or relinquishment of any right or
power at any one time or times be deemed a waiver or relinquishment of that
right or power for all or any other times.

         19.      Partial Invalidity. If any provision in this Agreement is held
by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force and effect
without being impaired or invalidated in any way.

         20.      Interpretation. This Agreement shall be construed without
regard to the party responsible for the preparation of the Agreement and shall
be deemed to have been prepared jointly by the parties. Employee acknowledges
that the General Counsel of North Valley Bancorp represents Employer, not
Employee. Employee has had the opportunity to obtain independent legal counsel
in connection with this Agreement, and Employee acknowledges that Employee has
either obtained such counsel or has voluntarily declined the services of such
counsel. Any ambiguity or uncertainty existing in this Agreement shall not be

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<PAGE>

interpreted against either party, but according to the application of other
rules of contract interpretation, if any ambiguity or uncertainty exists.

         21.      Survival of Terms. Sections 5, 6, 7, and 14 through 22 shall
survive the termination of this Agreement.

         22.      Governing Law. The laws of the State of California shall
govern this Agreement.

EMPLOYEE AND EMPLOYER AGREE THAT BY ENTERING INTO THIS AGREEMENT, EMPLOYEE AND
EMPLOYER KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO A TRIAL BY A JUDGE OR
JURY.

EMPLOYER:                                   EMPLOYEE:

NORTH VALLEY BANCORP, a
California corporation



By:__________________________________       ____________________________________
MICHAEL J. CUSHMAN                          [NAME]
President and Chief Executive Officer

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