BY-LAWS

                                       OF

                              NORTH VALLEY BANCORP

                                    ARTICLE I

                                     Offices
                                     -------

         Section 1. Principal Office. The principal executive office in the
State of California for the transaction of the business of the corporation
(called the principal office) is fixed and located at:

       300 Park Marina Circle
       Redding, California

The Board of Directors shall have the authority from time to time to change the
principal office from one location to another within the State by amending this
Section 1.

         Section 2. Other Offices. One or more branches or other subordinate
offices may at any time be fixed and located by the Board of Directors at such
place or places within or without the State of California as it deems
appropriate.

                                   ARTICLE II

                            Meetings of Shareholders
                            ------------------------

         Section 3. Place of Meetings. Meetings of the shareholders shall be
held at any place within or outside the State of California that may be
designated either by the Board of Directors in accordance with these By-Laws, or
by the written consent of all persons entitled to vote at the meeting, given

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either before or after the meeting and filed with the Secretary of the
corporation. If no such designation is made, the meetings shall be held at the
principal office of the corporation designated in Section I of these By-Laws.

         Section 4. Annual Meetings. The annual meeting of the shareholders
shall be held on the third Tuesday in May in each year, if not a legal holiday,
and if a legal holiday, then on the next succeeding business day, at the hour of
5:30 P.M., at which time the shareholders shall elect a Board of Directors,
consider reports of the affairs of the corporation, and transact such other
business as may properly be brought before the meeting.

         If the annual meeting of shareholders shall not be held on the date
above specified, the Board of Directors shall cause such a meeting to be held as
soon thereafter as convenient, and any business transacted or election held at
such meeting shall be as valid as if transacted or held at an annual meeting on
the date above specified.

         Section 5. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes whatsoever, may be called at any time by the Board of
Directors, Chairman of the Board, the President, or by holders of shares
entitled to cast not less than ten (10) percent of the votes at the meeting.

         Section 6. Notice of Shareholders' Meetings. Whenever shareholders are
required or permitted to take any action at a meeting, a written notice of the
meeting shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting to each shareholder entitled to vote thereat.
Such notice shall state the place, date and hour of the meeting and (i) in the
case of a special meeting, the general nature of the business to be transacted,
and no other business may be transacted, or (ii) in the case of the annual
meeting, those matters which the Board, at the time of the mailing of the

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notice, intends to present for action by the shareholders, but subject to the
provisions of Section 601(f) of the Corporations Code, any proper matter may be
presented at the meeting for such action. The notice of any meeting at which
directors are to be elected shall include the names of nominees intended at the
time of the notice to be presented by management for election.

         Notice of a shareholders' meeting shall be given either personally or
by first class mail or other means of written communication, addressed to the
shareholder at the address of such shareholder appearing on the books of the
corporation or given by the shareholder to the corporation for the purpose of
notice; or if no such address appears or is given, at the place where the
principal office of the corporation is located. The notice shall be deemed to
have been given at the time when delivered personally or deposited in the mail
or sent by other means of written communication.

         Notwithstanding the foregoing, whenever the corporation has outstanding
shares held of record by 500 or more persons, notice may be given by third class
mail as provided in Sections 601(a) and 601(b) of the Corporations Code.

         If any notice addressed to the shareholder at the address of such
shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the shareholder
at such address, all future notices shall be deemed to have been duly given
without further mailing if the same shall be available for the shareholder upon
written demand of the shareholder at the principal office of the corporation for
a period of one year from the date of the giving of the notice to all other
shareholders.

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         Upon request in writing to the Chairman of the Board, President, Vice
President or Secretary by any person entitled to call a special meeting of
shareholders, the officer forthwith shall cause notice to be given to the
shareholders entitled to vote that a meeting will be held at a time requested by
the person or persons calling the meeting, not less than thirty-five (35) nor
more than sixty (60) days after the receipt of the request.

         Section 7. Quorum. The presence at any meeting, in person or by proxy,
of the persons entitled to vote a majority of the voting shares of the
corporation shall constitute a quorum for the transaction of business.

         Shareholders present at a valid meeting at which a quorum is initially
present may continue to do business until adjournment notwithstanding the
withdrawal of enough shareholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by persons voting more than
twenty-five percent (25%) of the voting shares.

         Section 8. Adjourned Meeting. Any annual or special shareholders'
meeting may be adjourned from time to time, even though a quorum is not present,
by vote of the holders of a majority of the voting shares present at the meeting
either in person or by proxy, provided that in the absence of a quorum, no other
business may be transacted at the meeting except as provided in Section 7.

         Notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting. If the adjournment is for more than
forty-five (45) days or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting.

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         Section 9. Waiver or Consent by Shareholders. The transactions of any
meeting of shareholders, however called and noticed, and wherever held, are as
valid as though had at a meeting duly held after regular call and notice, if a
quorum is present either in person or by proxy, and if, either before or after
the meeting, each of the persons entitled to vote, not present in person or by
proxy, signs a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes thereof. All such waivers, consents and
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Attendance of a person at a meeting shall constitute a
waiver of notice of and presence at such meeting, except when the person
objects, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened and except that
attendance at a meeting is not a waiver of any right to object to the
consideration of matters required by Section 6 of these By-Laws or Section
601(f) of the Corporations Code to be included in the notice but not so
included, if such objection is expressly made at the meeting. Neither the
business to be transacted at nor the purpose of any regular or special meeting
of shareholders need be specified in any written waiver of notice, consent to
the holding of the meeting or approval of the minutes thereof, except as
provided in Section 601(f) of the Corporations Code.

         Section 10. Action Without Meeting. Any action which may be taken at
any annual or special meeting of shareholders may be taken without a meeting and
without prior notice, if a consent in writing. setting forth the action so
taken, shall be signed by the holders of outstanding shares having not less than

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the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares having not less than the minimum number
of votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted, except that
unanimous written consent shall be required for election of directors to
non-vacant positions; provided however that the Board of Directors of this
corporation, by resolution shall have previously approved any such action.

         Unless the consents of all shareholders entitled to vote have been
solicited or received in writing, notice shall be given to non-consenting
shareholders to the extent required by Section 603(b) of the Corporations Code.

         Any shareholder giving a written consent, or the shareholder's
proxyholders, or a transferee of the shares or a personal representative of the
shareholder or their respective proxyholders, may revoke the consent by a
writing received by the corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have been filed
with the Secretary of the corporation, but may not do so thereafter. Such
revocation is effective upon its receipt by the Secretary of the corporation.

         Section 11. Voting Rights; Cumulative Voting. Only persons in whose
names shares entitled to vote stand on the stock records of the corporation at
the close of business on the record date fixed by the Board of Directors, as
provided in Section 40 for the determination of shareholders of record, shall be
entitled to notice of and to vote at such meeting of shareholders. If no record
date is fixed, the record date for determining shareholders entitled to notice
of or to vote at meeting of shareholders shall be at the close of business on
the business day next preceding the day on which notice is given or, if notice
is waived, at the close of business on the business day next preceding the day

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on which the meeting is held; the record date for determining shareholders
entitled to give consent to corporate action in writing without a meeting, when
no prior action by the Board has been taken, shall be on the day on which the
first written consent is given; and the record date for determining shareholders
for any other purpose shall be at the close of business on the day on which the
Board adopts the resolution relating thereto, or the 60th day prior to the date
of such other action, whichever is later.

         Except as provided in the Articles of Incorporation, each shareholder
entitled to vote shall be entitled to one vote for each share held an each
matter submitted to a vote of shareholders.

         No shareholder shall be entitled to cumulate votes in favor of any
candidate or candidates.

         In any election of directors, the candidates receiving the highest
number of affirmative votes of the shares entitled to be voted for them, up to
the number of directors to be elected by such shares, are elected; votes against
the director and votes withheld shall have no legal effect.

         Voting may be by voice or ballot, provided that any election of
directors must be by ballot upon the demand of any shareholder made at the
meeting and before the voting begins.

         Section 12. Proxies. Every person entitled to vote shares may authorize
another person or persons to act by proxy with respect to such shares. All
proxies must be in writing and must be signed by the shareholder confirming the
proxy or his attorney-in-fact. No proxy shall be valid after the expiration of
eleven (11) months from the date thereof unless otherwise provided in the proxy.
Every proxy continues in full force and effect until revoked by the person
executing it prior to the vote pursuant thereto, except as otherwise provided in

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Section 705 of the Corporations Code. Such revocation may be effected by a
writing delivered to the corporation stating that the proxy is revoked or by a
subsequent proxy executed by the person executing the prior proxy and presented
to the meeting, or as to any meeting, by attendance at such meeting and voting
in person by, the person executing the proxy. The dates contained on the forms
of proxy presumptively determine the order of execution, regardless of the
postmark dates on the envelopes in which they are mailed.

         Section 13. Inspectors of Election. In advance of any meeting of
shareholders the Board may appoint inspectors of election to act at the meeting
and any adjournment thereof. If inspectors of election are not so appointed, or
if any persons so appointed fail to appear or refuse to act, the chairman of any
meeting of shareholders may, and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election (or persons to replace
those who so fail or refuse) at the meeting. The number of inspectors shall be
either one or three. If appointed at a meeting on the request of one or more
shareholders or proxies, the majority of shares represented in person or by
proxy shall determine whether one or three inspectors are to be appointed. If
there are three inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or certificate of
all.

         The inspectors of election shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum and the authenticity, validity and effect of proxies,
receive votes, ballots or consents, hear and determine all challenges and
questions in any way arising in connection with the right to vote, count and

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tabulate all votes or consents, determine when the polls shall close, determine
the result and do such acts as may be proper to conduct the election or vote
with fairness to all shareholders.


                                   ARTICLE III

                              Directors; Management
                              ---------------------

         Section 14. Powers. Subject to any provisions of the Articles of
Incorporation, of the By-Laws and of law limiting the powers of the Board of
Directors or reserving powers to the shareholders, the Board of Directors shall,
directly or by delegation, manage the business and affairs of the corporation
and exercise all corporate powers permitted by law.

         Section 15. Number and Qualification of Directors. The authorized
number of directors shall not be less than six (6) nor more than eleven (11),
unless and until changed by an amendment of this By-law adopted by the
shareholders pursuant to Section 48. The exact number of directors within said
range shall be fixed from time to time (i) by a resolution duly adopted by the
Board of Directors; or (ii) by an amendment of this Section 15 of these By-laws
duly adopted by the vote of a majority of the shares entitled to vote
represented at a duly held meeting at which a quorum is present, or by the
written consent of the holders of a majority of the outstanding shares entitled
to vote; or (iii) by approval of the shareholders (as defined in Section 153 of
the California General Corporation Law). Subject to the foregoing provisions for
changing the number of directors, the number of directors of this corporation is
hereby fixed at eight (8). A reduction in the authorized number of directors
shall not remove any director prior to the expiration of such director's term of
office. Directors need not be shareholders of the corporation.

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         Nomination for election of members of the Board of Directors may be
made by the Board of Directors or by any shareholder of any outstanding class of
capital stock of the corporation entitled to vote for the election of directors.
Notice of intention to make any nominations shall be made in writing and shall
be delivered or mailed to the President of the corporation not less than
twenty-one (21) days nor more than sixty (60) days prior to any meeting of
shareholders called for election of directors; provided, however, that if less
than twenty-one (21) days notice of the meeting is given to shareholders, such
notice of intention to nominate shall be mailed or delivered to the President of
the corporation not later than the close of business on the tenth (10th) day
following the day on which the notice of meeting was mailed; provided further,
that if notice of such meeting is sent by third class mail as permitted by
Section 6 of these By-laws, no notice of intention to make nominations shall be
required. Such notification shall contain the following information to the
extent known to the notifying shareholder: (a) the name and address of each
proposed nominee; (b) the principal occupation of each proposed nominee; (c) the
number of shares of capital stock of the corporation owned by each proposed
nominee; (d) the name and residence address of the notifying shareholder; and
(e) the number of shares of capital stock of the corporation owned by the
notifying shareholder. Nominations not made in accordance herewith may, in the
discretion of the Chairman's instructions, the inspectors of election can
disregard all votes cast for each such nominee. A copy of this paragraph shall
be set forth in a notice to shareholders of any meeting at which Directors are
to be elected."

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         Section 16. Election and Term of Office. The directors shall be elected
annually by the shareholders at the annual meeting of the shareholders;
provided, that if for any reason, the annual meeting or an adjournment thereof
is not held or the directors are not elected thereat, then the directors may be
elected at any special meeting of the shareholders called and held for that
purpose. The term of office of the directors shall, except as provided in
Section 17, begin immediately after their election and shall continue until
their respective successors are elected and qualified. In the event that the
authorized number of directors shall be fixed at nine (9) or more, the board of
directors shall be divided into three classes, designated Class I, Class II and
Class III. Each class shall consist of one-third of the directors or as close an
approximation as possible. The initial term of office of the directors of Class
I shall expire at the annual meeting to be held during fiscal year 2001, the
initial term of office of the directors of Class II shall expire at the annual
meeting to be held during fiscal year 2002 and the initial term of office of the
directors of Class III shall expire at the annual meeting to be held during
fiscal year 2003. At each annual meeting, commencing with the annual meeting to
be held during fiscal year 2001, each of the successors to the directors of the
class whose term shall have expired at such annual meeting shall be elected for
a term running until the third annual meeting next succeeding his or her
election until his or her successor shall have been duly elected and qualified.
In the event that the authorized number of directors shall be fixed with at
least six (6) but less than nine (9), the board of directors shall be divided
into two classes, designated Class I and Class II. Each class shall consist of
one-half of the directors or as close an approximation as possible. At each
annual meeting, each of the successors to the directors of the class whose term
shall have expired at such annual meeting shall be elected for a term running

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until the second annual meeting next succeeding his or her election and until
his or her successor shall have been duly elected and qualified. Notwithstanding
the rule that the classes shall be as nearly equal in number of directors as
possible, in the event of any change in the authorized number of directors, each
director then continuing to serve as such shall nevertheless continue as a
director of the class of which he or she is a member until the expiration of his
or her current term, or his or her prior death, resignation or removal. At such
annual election, the directors chosen to succeed those whose terms then expire
shall be of the same class as the directors they succeed, unless, by reason of
any intervening changes in the authorized number of directors, the board of
directors shall designate one or more directorships whose term then expires as
directorships of another class in order more nearly to achieve equality of
number of directors among the classes.

         This Section 16 may be amended or repealed only by approval of the
board of directors and the outstanding shares (as defined in Section 152 of the
California General Corporation Law) voting as a single class, notwithstanding
Section 903 of the California General Corporation Law.

         Section 17. Removal of Directors. A director may be removed from office
by the Board of Directors if he is declared of unsound mind by the order of
court or convicted of a felony. Any or all of the directors may be removed from
office without cause by a vote of shareholders holding a majority of the
outstanding shares entitled to vote at an election of directors; however, unless
the entire Board is removed, an individual director shall not be removed if the
votes cast against removal, or not consenting in writing to such removal, would
be sufficient to elect such director if voted cumulatively at an election at

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which the same total number of votes were cast, or, if such action is taken by
written consent, all shares entitled to vote were voted, and the entire number
of directors authorized at the time of the director's most recent election were
then being elected. A director may also be removed from office by the Superior
Court of the county in which the principal office is located, at the suit of
shareholders holding at least ten percent (10%) of the number of outstanding
shares of any class, in case of fraudulent or dishonest acts or gross abuse of
authority or discretion with reference to the corporation, in the manner
provided by law.

         No reduction of the authorized number of directors shall have the
effect of removing any director before his term of office expires.

         Section 18. Vacancies. A vacancy or vacancies on the Board of Directors
shall exist on the death, resignation, or removal of any director, or if the
authorized number of directors is increased or the shareholders fail to elect
the full authorized number of directors. Except for a vacancy created by the
removal of a director, vacancies on the Board of Directors may be filled by a
majority of the remaining directors although less than a quorum, or by a sole
remaining director, and each director elected in this manner shall hold office
until his successor is elected at an annual or special shareholders' meeting.

         The shareholders may elect a director at any time to fill any vacancy
not filled by the directors. Any such election by written consent other than to
fill a vacancy created by removal requires the consent of a majority of the
outstanding shares entitled to vote.

         Any director may resign effective upon giving written notice to the
Chairman of the Board, the President, the Secretary or the Board of Directors of

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the corporation, unless the notice specifies a later time for the effectiveness
of such resignation. If the resignation is effective at a future time, a
successor may be elected to take office when the resignation becomes effective.

         Section 19. Place of Meetings. Regular and special meetings of the
Board of Directors shall be held at any place within or outside the State of
California that is designated by resolution of the Board or, either before or
after the meeting, consented to in writing by all the Board members. If the
place of a regular or special meeting is not fixed by resolution or written
consents of the Board, it shall be held at the corporation's principal office.

         Section 20. Organizational Meetings. Immediately following each annual
shareholders' meeting, the Board of Directors shall hold an organizational
meeting to organize, elect officers, and transact other business. Notice of this
meeting shall not be required.

         Section 21. Other Regular Meetings. Other regular meetings of the Board
of Directors shall be held on the third Monday of each month at the hour of 4:30
P.M., provided, however, if this day falls on a legal holiday, the meeting shall
be held at the same time on the next succeeding day that is a full business day.
Notice of these regular meetings shall not be required.

         Section 22. Special Meetings. Special meetings of the Board of
Directors for any purpose may be called at any time by the Chairman of the
Board, or the President, or any Vice President, or the Secretary, or any two
directors. Special meetings of the Board shall be held upon four days notice by
mail or forty-eight (48) hours notice delivered personally or by telephone or
through a voice messaging system or other system or technology designed to
record and communicate message, facsimile, electronic mail or other electronic
means. If notice is by telephone, it shall be complete when the person calling
the meeting believes in good faith that the notified person has heard and
acknowledged the notice. If the notice is by mail or through a voice messaging
system or other system or technology designed to record and communicate message,
facsimile, electronic mail or other electronic means, it shall be complete when

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deposited in the United States mail or delivered through a voice messaging
system or other system or technology designed to record and communicate message,
facsimile, electronic mail or other electronic means, charges prepaid and
addressed to the notified person at such person's address appearing on the
corporate records or, if it is not on these records or is not readily
ascertainable, at the place where the regular Board meeting is held.

         Section 23. Quorum. A majority of the authorized number of directors,
but in no event less than two (unless the authorized number of directors is
one), shall constitute a quorum for the transaction of business, except to
adjourn a meeting under Section 25. Every act done or decision made by a
majority of the directors present at a meeting at which a quorum is present
shall be regarded as the act of the Board of Directors, unless the vote of a
greater number is required by law, the Articles of Incorporation, or these
By-Laws. A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by a majority of the required quorum for such meeting.

         Section 24. Contents of Notice and Waiver of Notice. Neither the
business to be transacted at, nor the purpose of, any regular or special Board
meeting need be specified in the notice or waiver of notice of the meeting.
Notice of a meeting need not be given to any director who signs a waiver of

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notice or a consent to holding the meeting or an approval of the minutes
thereof, either before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to said
director. All such waivers, consents, and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

         Section 25. Adjournment. A majority of the directors present, whether
or not a quorum is present, may adjourn any meeting to another time and place.

         Section 26. Notice of Adjournment. Notice of the time and place of
holding an adjourned meeting need not be given to absent directors if the time
and place are fixed at the meeting being adjourned, except that if the meeting
is adjourned for more than twenty-four (24) hours such notice shall be given
prior to the adjourned meeting to the directors who were not present at the time
of the adjournment.

         Section 27. Telephone Participation. Members of the Board may
participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such meetings
can hear one another. Such participation constitutes presence in person at such
meeting.

         Section 28. Action without Meeting. The Board of Directors may take any
action without a meeting that may be required or permitted to be taken by the
Board at a meeting, if all members of the Board individually or collectively
consent in writing to the action. The written consent or consents shall be filed
in the minutes of the proceedings of the Board. Such action by written consent
shall have the same effect as an unanimous vote of directors.

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         Section 29. Fees and Compensation. Directors and members of committees
shall receive neither compensation for their services nor reimbursement for
their expenses unless these payments are fixed by resolution of the Board.


                                   ARTICLE IV

                                    Officers
                                    --------

         Section 30. Officers. The officers of the corporation shall be a
President, a Secretary, and a Chief Financial Officer. The corporation may also
have, at the discretion of the Board of Directors, a Chairman of the Board, Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Chief
Financial Officer's, and any other officers who may be appointed under Section
32 of these By-Laws.

         Section 31. Election. The officers of the corporation, except those
appointed under Section 32 of these By-Laws, shall be chosen annually by the
Board of Directors, and each shall hold his office until he resigns or is
removed or otherwise disqualified to serve, or his successor is elected and
qualified.

         Section 32. Subordinate Officers. The Board of Directors may appoint,
and may authorize the President to appoint, any other officers that the business
of the corporation may require, each of whom shall hold office for the period,
have the authority, and perform the duties specified in the By-Laws or by the
Board of Directors.

         Section 33. Removal and Resignation. Any officer may be removed with or
without cause either by the Board of Directors at any regular or special
directors' meeting or, except for an officer chosen by the Board, by any officer
on whom the power of removal may be conferred by the Board.

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         Any officer may resign at any time by giving written notice to the
Board of Directors, the President or the Secretary of the corporation. An
officer's resignation shall take effect when it is received or at any later time
specified in the resignation. Unless the resignation specifies otherwise, its
acceptance by the corporation shall not be necessary to make it effective.

         Section 34. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause shall be filled in
the manner prescribed in the By-Laws for regular appointments to the office.

         Section 35. Chairman of the Board. The Board of Directors may in its
discretion elect a Chairman of the Board, who shall preside at all meetings of
the directors and shareholders at which he is present and shall exercise and
perform any other powers and duties assigned to him by the Board or prescribed
by the By-Laws.

         Section 36. President. Subject to any supervisory powers that may be
given by the Board of Directors or the By-Laws to the Chairman of the Board, the
President shall be the corporation's Chief Executive Officer and shall, subject
to the control of the Board of Directors, have general supervision, direction,
and control over the corporation's business and officers. He shall preside as
chairman at all meetings of the shareholders and directors not presided over by
the Chairman of the Board. He shall be ex officio a member of all the standing
committees, shall have the general powers and duties of management usually
vested in a corporation's president; shall have any other powers and duties that
are prescribed by the Board of Directors or the By-Laws; and shall be primarily
responsible for carrying out all orders and resolutions of the Board of
Directors.

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         Section 37. Vice Presidents. If the President is absent or is unable or
refuses to act, the Vice Presidents in order of their rank as fixed by the Board
of Directors or, if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of, and be subject to all the restrictions on, the
President. Each Vice President shall have any other powers and perform any other
duties that are prescribed for him by the Board of Directors or the By-Laws.

         Section 38. Secretary. The Secretary shall keep or cause to be kept,
and be available at the principal office and any other place that the Board of
Directors specifies, a book of minutes of all directors' and shareholders'
meetings. The minutes of each meeting shall state the time and place that it was
held; whether it was regular or special; if a special meeting, how it was
authorized; the notice given; the names of those present or represented at
shareholders' meetings; and the proceedings of the meetings. A similar minute
book shall be kept for any committees, if required by the Board.

         The Secretary shall keep, or cause to be kept, at the principal office
or at the office of the corporation's transfer agent, a share register, or
duplicate share register, showing the shareholders' names and addresses, the
number and classes of shares held by each, the number and date of each
certificate issued for these shares, and the number and date of cancellation of
each certificate surrendered for cancellation.

         The Secretary shall give, or cause to be given, notice of all
directors' and shareholders' meetings required to be given under these By-Laws
or by law, shall keep the corporate seal in safe custody, and shall have any
other powers and perform any other duties that are prescribed by the Board of
Directors or the By-Laws.

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         Section 39. Chief Financial Officer. The Chief Financial Officer shall
be the corporation's chief financial officer and shall keep and maintain, or
cause to be kept and maintained, adequate and correct accounts of the
corporation's properties and business transactions, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses, capital, retained
earnings, and shares. The books of account shall at all reasonable times be open
to inspection by any director.

         The Chief Financial Officer shall deposit all money and other valuables
in the name and to the credit of the corporation with the depositories
designated by the Board of Directors. He shall disburse the corporation's funds
as ordered by the Board of Directors; shall render to the President and
directors, whenever they request it, an account of all his transactions as Chief
Financial Officer and of the corporation's financial condition; and shall have
any other powers and perform any other duties that are prescribed by the Board
of Directors or By-Laws.

         If required by the Board of Directors, the Chief Financial Officer
shall give the corporation a bond in the amount and with the surety or sureties
specified by the Board for faithful performance of the duties of their office
and for restoration to the corporation of all its books, papers, vouchers,
money, and other property of every kind in his or her possession or under his or
her control on his or her death, resignation, retirement, or removal from
office.

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<PAGE>

                                    ARTICLE V

                            General Corporate Matters
                            -------------------------

         Section 40. Record Date and Closing of Stockbooks. The Board of
Directors may fix a time in the future as a record date for determining
shareholders entitled to notice of and to vote at any shareholders' meeting; to
receive any dividend, distribution, or allotment of rights; or to exercise
rights in respect of any other lawful action, including change, conversion, or
exchange of shares. The record date shall not, however, be more than sixty (60)
nor less than ten (10) days prior to the date of such meeting nor more than
sixty (60) days prior to any other action. If a record date is fixed for a
particular meeting or event, only shareholders of record on that date are
entitled to notice and to vote and to receive the dividend, distribution, or
allotment of rights or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
the record date.

         A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting
unless the Board fixes a new record date for the adjourned meeting, but the
Board shall fix a new record date if the meeting is adjourned for more than
forty-five (45) days.

         Section 41. Corporate Records and Inspection by Shareholders and
Directors. Books and records of account and minutes of the proceedings of the
shareholders, Board, and committees of the Board shall be kept available for
inspection at the principal office. A record of the shareholders, giving the
names and addresses of all shareholders and the number and class of shares held
by each, shall be kept available for inspection at the principal office or at
the office of the corporation's transfer agent or registrar.

                                       21
<PAGE>

         A shareholder or shareholders holding at least five percent (5%) in the
aggregate of the outstanding voting shares of the corporation shall have an
absolute right to do either or both of the following: (i) inspect and copy the
record of shareholders' names and addresses and shareholdings during usual
business hours upon five business days prior written demand upon the
corporation, or (ii) obtain from the transfer agent for the corporation, upon
five (5) business days prior written demand and upon the tender of its usual
charges for such a list (the amount of which charges shall be stated to the
shareholder by the transfer agent upon request), a list of the shareholders'
names and addresses, who are entitled to vote for the election of directors, and
their shareholdings, as of the most recent record date for which it has been
compiled or as of a date specified by the shareholder subsequent to the date of
demand. The record of shareholders shall also be open to inspection and copying
by any shareholder or holder of a voting trust certificate at any time during
usual business hours upon written demand on the corporation, for a purpose
reasonably related to such holder's interests as a shareholder or holder of a
voting trust certificate. Inspection and copying may be made in person or by
agent or attorney.

         Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records and documents of every kind and to inspect
the physical properties of the corporation and its subsidiary corporations,
domestic or foreign. Such inspection by a director may be made in person or by
agent or attorney and includes the right to copy and make extracts.

         Section 42. Checks, Drafts, Evidences of Indebtedness. All checks,
drafts, or other orders for payment of money, notes, and all mortgages, or other
evidences of indebtedness, issued in the name of or payable to the corporation,

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<PAGE>

and all assignments and endorsements of the foregoing, shall be signed or
endorsed by the person or persons and in the manner specified by the Board of
Directors.

         Section 43. Corporate Contracts and Instruments; How Executed. Except
as otherwise provided in the By-Laws, officers, agents, or employees must be
authorized by the Board of Directors to enter into any contract or execute any
instrument in the corporation's name and on its behalf. This authority may be
general or confined to specific instances.

         Section 44. Stock Certificates. One or more certificates for shares of
the corporation's capital stock shall be issued to each shareholder for any of
his shares that are fully paid up. The corporate seal or its facsimile may be
fixed on certificates. All certificates shall be signed by the Chairman of the
Board, President, or a Vice President and the Secretary, Chief Financial
Officer, or an Assistant Secretary. Any or all of the signatures on the
certificate may be facsimile signatures.

         Section 45. Lost Certificates. No new share certificate that replaces
an old one shall be issued unless the old one is surrendered and cancelled at
the same time; provided, however, that if any share certificate is lost, stolen,
mutilated, or destroyed, the Board of Directors may authorize issuance of a new
certificate replacing the old one on any terms and conditions, including a
reasonable arrangement for indemnification of the corporation, that the Board
may specify.

         Section 46. Reports to Shareholders. The requirement for the annual
report to shareholders referred to in Section 1501(a) of the California
Corporations Code is hereby expressly waived so long as there are less than one
hundred (100) holders of record of the corporation's shares. The Board of
Directors shall cause to be sent to the shareholders such annual or other

                                       23
<PAGE>

periodic reports as they consider appropriate or as otherwise required by law.
In the event the corporation has one hundred (100) or more holders of its
shares, an annual report complying with Section 1501(a) and, when applicable,
Section 1501(b) of the Corporations Code shall be sent to the shareholders not
later than one hundred twenty (120) days after the close of the fiscal year and
at least fifteen (15) days prior to the annual meeting of shareholders to be
held during the next fiscal year.

         If no annual report for the last fiscal year has been sent to
shareholders, the corporation shall, upon the written request of any shareholder
made more than one hundred twenty (120) days after the close of such fiscal
year, deliver or mail to the person making the request within thirty (30) days
thereafter the financial statements referred to in Section 1501(a) for such
year.

         A shareholder or shareholders holding at least five percent (5%) of the
outstanding shares of any class of a corporation may make a written request to
the corporation for an income statement of the corporation for the three-month,
six-month, or nine-month period of the current fiscal year ended more than
thirty (30) days prior to the date of the request and a balance sheet of the
corporation as of the end of such period and, in addition, if no annual report
for the last fiscal year has been sent to shareholders, the statements referred
to in Section 1501(a) of the Corporations Code for the last fiscal year. The
statement shall be delivered or mailed to the person making the request within
thirty (30) days thereafter. A copy of the statements shall be kept on file in
the principal office of the corporation for twelve (12) months and they shall be
exhibited at all reasonable times to any shareholder demanding an examination of
them or a copy shall be mailed to such shareholder. The income statements and

                                       24
<PAGE>

balance sheets referred to shall be accompanied by the report thereon, if any,
of any independent accountants engaged by the corporation or the certificate of
an authorized officer of the corporation that such financial statements were
prepared without audit from the books and records of the corporation.

         Section 47.    Indemnification.
         ------------------------------

                  (a)  Indemnification of Directors and Officers. Each person
         who was or is a party or is threatened to be made a party to or is
         involved in any threatened, pending or completed action, suit or
         proceeding, formal or informal, whether brought in the name of the
         corporation or otherwise and whether of a civil, criminal,
         administrative or investigative nature (hereinafter a "proceeding"), by
         reason of the fact that he or she, or a person of whom he or she is the
         legal representative, is or was a director or officer of the
         corporation or is or was serving at the request of the corporation as a
         director, officer, employee or agent of another corporation or of a
         partnership, joint venture, trust or other enterprise, including
         service with respect to employee benefit plans, whether the basis of
         such proceeding is an alleged action or inaction in an official
         capacity or in any other capacity while serving as a director or
         officer, shall, subject to the terms of any agreement between the
         corporation and such person, be indemnified and held harmless by the
         corporation to the fullest extent permissible under California law and
         the corporation's Articles of Incorporation, against all costs,
         charges, expenses, liabilities and losses (including attorneys' fees,
         judgments, fines, ERISA excise tax or penalties and amounts paid or to
         be paid in settlement) reasonably incurred or suffered by such person
         in connection therewith, and such indemnification shall continue as to

                                       25
<PAGE>

         a person who has ceased to be a director or officer and shall inure to
         the benefit of his or her heirs, executors and administrators;
         provided, however, that (i) the corporation shall indemnify any such
         person seeking indemnification in connection with a proceeding (or part
         thereof) initiated by such person only if such proceeding (or part
         thereof) was authorized by the Board of Directors of the corporation,
         and (ii) the corporation shall indemnify such person seeking
         indemnification in connection with a proceeding (or part thereof) other
         than a proceeding by or in the name of the corporation to procure a
         judgment in its favor only if any settlement of such a proceeding is
         approved in writing by the corporation, and (iii) no such person shall
         be indemnified (A) if a court of competent jurisdiction finally
         determines that any indemnification hereunder is unlawful; (B) for any
         acts or omissions or transactions from which a director may not be
         relieved of liability as set forth in the exception to paragraph 10 of
         Section 204(a) of the California Corporations Code; and (C) as to
         circumstances in which indemnity is expressly prohibited by Section 317
         of the California Corporations Code. The right to indemnification
         conferred in this Section 47 shall be a contract right and shall
         include the right to be paid by the corporation expenses incurred in
         defending any proceeding in advance of its final disposition; provided,
         however, that if the California Corporations Code requires the payment
         of such expenses incurred by a director or officer in his or her
         capacity as a director or officer (and not in any other capacity in
         which service was or is rendered by such person while a director or
         officer, including, without limitation, service to an employee benefit
         plan) in advance of the final disposition of a proceeding, such
         advances shall be made only upon delivery to the corporation of an

                                       26
<PAGE>

         undertaking, by or on behalf of such director or officer, to repay all
         amounts to the corporation if it shall be ultimately determined that
         such person is not entitled to be indemnified.

                  (b)  Indemnification of Employees and Agents. A person who was
         or is a party or is threatened to be made a party to or is involved in
         any proceedings by reason of the fact that he or she is or was an
         employee or agent of the corporation or is or was serving at the
         request of the corporation as an employee or agent of another
         enterprise, including service with respect to employee benefit plans,
         whether the basis of such proceeding is an alleged action or inaction
         in an official capacity or in any other capacity while serving as an
         employee or agent, may, subject to the terms of any agreement between
         the corporation and such person, be indemnified and held harmless by
         the corporation to the fullest extent permitted by California law and
         the corporation's Articles of Incorporation, against all costs,
         charges, expenses, liabilities and losses (including attorneys' fees,
         judgments, fines, ERISA excise taxes or penalties and amounts paid or
         to be paid in settlement), reasonably incurred or suffered by such
         person in connection therewith. The immediately preceding sentence is
         not intended to be and shall not be considered to confer a contract
         right on any employee or agent (other than directors and officers) of
         the corporation.

                  (c)  Action to Enforce Rights Under this Section. If a claim
         under this Section 47 is not paid in full by the corporation within
         thirty (30) days after a written claim has been received by the
         corporation, the claimant may at any time thereafter bring suit against
         the corporation to recover the unpaid amount of the claim and, if

                                       27
<PAGE>

         successful in whole or in part, the claimant shall also be entitled to
         be paid the expense of prosecuting such claim. Neither the failure of
         the corporation (including its Board of Directors, independent legal
         counsel, or its shareholders) to have made a determination prior to the
         commencement of such action that indemnification of the claimant is
         permissible in the circumstances because he or she has met the
         applicable standard of conduct, if any, nor an actual determination by
         the corporation (including its Board of Directors, independent legal
         counsel, or its shareholders) that the claimant has not met the
         applicable standard of conduct, shall be a defense to the action or
         create a presumption for the purpose of an action that the claimant has
         not met the applicable standard of conduct.

                  (d)  Entitlement to Expenses. Notwithstanding any other
         provision of this Section 47, to the extent that a director, officer or
         agent has been successful on the merits or otherwise (including the
         dismissal of an action without prejudice or the settlement of a
         proceeding or action without admission of liability) in defense of any
         proceeding referred to in this Section 47 or in defense of any claim,
         issue or matter therein, he or she shall be indemnified against
         expenses (including attorneys' fees) actually and reasonably incurred
         in connection therewith.

                  (e)  Non-Exclusivity. The right to indemnification provided by
         this Section 47 shall not be exclusive of any other right which any
         person may have or hereafter acquire under any statute, by-law,
         agreement, vote of shareholders or disinterested directors or
         otherwise.

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<PAGE>

                  (f)  Insurance. The corporation shall maintain insurance, to
         the extent reasonably available, at its expense, to protect itself and
         any director, officer, employee or agent of the corporation or another
         corporation, partnership, joint venture, trust or other enterprise
         against any expense, liability or loss, whether or not the corporation
         would have the power to indemnify such person against such expense,
         liability or loss under the law.

                  (g)  Expenses as a Witness. To the extent that any director,
         officer, employee or agent of the corporation is by reason of such
         position, or a position with another entity at the request of the
         corporation, a witness in any action, suit or proceeding, he or she
         shall be indemnified against all costs and expenses actually and
         reasonably incurred by him or her on his or her behalf in connection
         therewith.

                  (h)  Indemnity Agreements. The corporation may, without
         shareholder approval, enter into agreements with any director, officer,
         employee or agent of the corporation providing for indemnification to
         the fullest extent permissible under the law and the corporation's
         Articles of Incorporation.

                  (i)  Severability. Each and every paragraph, sentence, term
         and provision of this Section 47 is separate and distinct so that if
         any paragraph, sentence, term or provision hereof shall be held to be
         invalid or unenforceable for any reason, such invalidity or
         unenforceability shall not affect the validity or enforceability of any
         other paragraph, sentence, term or provision hereof. To the extent
         required, any paragraph, sentence, term or provision of this Section 47
         may be modified by a court of competent jurisdiction to preserve its
         validity and to provide the claimant with, subject to the limitations

                                       29
<PAGE>

         set forth in this Section 47 and any agreement between the corporation
         and claimant, the broadest possible indemnification permitted under
         applicable law.

                  (j)  Entities Merged with this Corporation. No provision of
         this Section 47 shall be applicable and unless otherwise required by
         California law indemnification shall not be permitted 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
         this corporation, 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 this corporation.

                  (k)  Repeals. Any repeal or modification of this Section 47
         (however effected) shall not adversely affect any right of
         indemnification of a director or officer existing at the time of such
         repeal or modification with respect to any act, omission or transaction
         occurring prior to such repeal or modification.


                                   ARTICLE VI

                                   Amendments
                                   ----------

         Section 48. Amendment by Shareholders. By-Laws may be adopted, amended
or repealed by the affirmative vote or written consent of a majority of the
outstanding shares entitled to vote; provided, however, that an amendment to

                                       30
<PAGE>

Section 15 reducing the number of directors on a fixed-number Board or the
minimum number of directors on a variable-number Board to a number less than
five cannot be adopted if the votes cast against its adoption at a meeting or
the shares not consenting, in the case of action by written consent, are equal
to more than sixteen and two-thirds percent (16-2/3%) of the outstanding shares
entitled to vote.

         Section 49. Amendment by Directors. Subject to the right of
shareholders under the preceding Section 48, by-laws may be adopted, amended, or
repealed by the Board of Directors, except that only the shareholders can adopt
a by-law or amendment thereto which specifies or changes the number of directors
on a fixed-number Board, or the minimum or maximum number of directors on a
variable-number Board, or which changes from a fixed-number Board to a
variable-number Board or vice versa.


                                   ARTICLE VII

                             Committees of the Board
                             -----------------------

         Section 50. Committees of the Board. The Board of Directors may, by
resolution adopted by a majority of the authorized number of directors,
designate one or more committees, each consisting of two or more directors, to
serve at the pleasure of the Board and with such authority and organization as
the Board may from time to time determine. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee. The appointment of members or alternate
members of a committee requires the vote of a majority of the authorized number
of directors.

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<PAGE>

Any such committee, to the extent provided in the resolution of the Board shall\
have all the authority of the Board, except with respect to:

         (1)    The approval of any action for which shareholder approval is
also required.

         (2)    The filling of vacancies on the Board or in any committee.

         (3)    The fixing of compensation of the directors for serving on the
Board or on any committee.

         (4)    The amendment or repeal of by-laws or the adoption of new
by-laws.

         (5)    The amendment or repeal of any resolution of the Board which by
its express terms is not so amendable or repealable.

         (6)    A distribution to the shareholders of the corporation as defined
in Section 166 of the Corporations Code, except at a rate or in a periodic
amount or within a price range determined by the Board.

         (7)    The appointment of other committees of the Board or the members
thereof.

       The Board shall designate a chairman for each committee who shall have
the sole power to call any committee meeting other than a meeting set by the
Board. Except as otherwise established by the Board, Article III of these
By-Laws shall apply to committees of the Board and action by such committees,
mutatis mutandis.

                                       32
<PAGE>

                            CERTIFICATE OF SECRETARY

       I, the undersigned, do hereby certify:

         1. That I am the duly elected and acting Secretary of North Valley
Bancorp, a California corporation; and

         2. That the foregoing Bylaws, comprising thirty-three (33) pages,
including this certificate, constitutes the duly adopted Bylaws of said
Corporation and said Bylaws have been ratified and approved by the unanimous
written consent of the Directors of the Corporation, pursuant to Section 307(b)
of the California Corporations Code.

       IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of said corporation this 28th day of May, 2004.


                                             /s/ LEO J. GRAHAM
                                             -----------------------------------
                                             Leo J. Graham, Secretary

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