EMPLOYMENT AGREEMENT


      This Agreement is made and entered into as of January 1, 2001, by and
among NORTH VALLEY BANCORP, a California corporation ("NVBancorp") /("Employer")
and______________ ("Employee").

      WHEREAS, North Valley Bancorp, a California Corporation, is a Bank holding
company with two subsidiaries, to wit: North Valley Bank, a California banking
corporation ("NVBank") and Six Rivers National Bank, a national banking
corporation ("SRNBank"); and

      WHEREAS,  Employee is presently serving  as____________________  Officer
of Employer; and

      WHEREAS, Employer recognizes that the contributions of Employee to the
growth and success of Employer have been and will continue to be substantial and
desires to assure Employer of the continued service of Employee, and Employee
desires to continue in the employment of Employer;

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, Employer and Employee agree as follows:

      1. Term of Employment. Employer employs Employee and Employee hereby
accepts employment with Employer, upon the terms and conditions hereinafter set
forth, for a period of two (2) years commencing on January 1, 2001, and ending
on December 31, 2002, subject to the early termination provisions of Paragraph
16 hereof. The term of this agreement shall be automatically extended for
additional one (1) year periods, unless Employee or Employer gives written
notice of non-renewal, not less than sixty (60) days prior to the end of the
prior term.


      2. Duties and Obligations of Employee. Employee shall serve as an
executive officer of Employer with the title of ____________________ Officer of
Employer and shall perform the customary duties of such office and such other
duties as may from time to time be reasonably requested of him by the respective
Boards of Directors of Employer, including, without limitation, the following:

            (a)

            (b) Employee shall also perform, as requested by Employer, similar
duties as an Executive officer of the subsidiary banks;

            (c) Maintaining a professional relationship with regulatory agencies
and governmental authorities having jurisdiction over Employer and its
subsidiary banks;

            (d) Providing leadership in planning and implementing the conduct

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of Employer's and its subsidiaries' business and in setting the strategic
objectives of Employer and its subsidiaries;

      Employee shall be entitled to coverage under any director and officer
liability insurance policy obtained by Employer for directors and officers of
Employer and its subsidiaries as a group. Employee shall also be entitled to
indemnification for actions taken by Employee in good faith and in a manner
Employee reasonably believes to be in the best interests of Employer, in
accordance with Employer's Articles of Incorporation and Bylaws, the Articles of
Incorporation and Bylaws of its subsidiaries, the Indemnification agreement and
applicable laws and regulations.

      3. Devotion to Employer's Business.

            (a) Employee shall devote his full time, ability, and attention to
the business of Employer during the term of this Agreement and shall not during
the term of this Agreement 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, without the prior approval
of Employer's Board of Directors. However, the expenditure of reasonable amounts
of time, for which Employee shall not be compensated by Employer , for
educational, charitable, or professional activities shall not be deemed a breach
of this Agreement if those activities do not materially interfere with the
services required of Employee under this Agreement.

            (b) Employee agrees to conduct himself at all times with due regard
to public conventions and morals. Employee further agrees not to do or commit
any act that will reasonably tend to shock or offend a reasonable person, or to
prejudice Employer or the banking industry in general.

            (c) Employee hereby represents and agrees that the services to be
performed under the terms of this Agreement are of a special, unique, unusual,
extraordinary, and intellectual character that gives them a peculiar value, the
loss of which cannot be reasonably or adequately compensated in damages in an
action at law. Employee therefore expressly agrees that Employer, in addition to
any other rights or remedies that Employer may possess, shall be entitled to
injunctive and other equitable relief to prevent or remedy a breach of this
Agreement by Employee.

      4. Noncompetition by Employee. Subject to Paragraph 3 hereof, and absent
the prior written consent of Employer, Employee shall not, during the term of
this Agreement, directly or indirectly, either as an employee, employer,
consultant, agent, principal, stockholder, officer, director, or in any other
individual or representative capacity, engage or participate in any competitive
banking or financial services business, provided, however, that a passive
portfolio investment in shares of stock of a publicly traded company, in an
amount not exceeding five percent (5%) of the outstanding shares of said
company, would not be prevented by this Paragraph 4.

      5. Indemnification.

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

            (b) To the extent permitted by law, Employer shall indemnify
Employee, if he was or is a party or is threatened to be made a party, in any
action brought by a third party against Employee (whether or not Employer is
joined as a party defendant) against expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with said action,
if Employee acted in good faith and in a manner Employee reasonably believed to
be in the best interests of Employer and its subsidiaries (and with respect to a
criminal proceeding if Employee had no reasonable cause to believe his conduct
was unlawful), provided that the alleged conduct of Employee arose out of and
was within the course and scope of his employment as an executive officer of
Employer.

      6. Disclosure of Information. Employee shall not, either before or after
termination of this Agreement, disclose to anyone any information relating to
Employer or any financial information, trade or business secrets, customer
lists, computer software or other information not otherwise publicly available
concerning the business or operations of Employer . Employee recognizes and
acknowledges that any financial information concerning any of Employer's 's
customers, as it may exist from time to time, is strictly confidential and is a
valuable, special and unique asset of Employer's business. Employee shall not,
either before or after termination of this Agreement, disclose to anyone said
financial information or any part thereof, for any reason or purpose whatsoever,
except as required by way of legal process, notice of which will be provided to
Employer prior to disclosure. This Paragraph 6 shall survive the expiration or
termination of this Agreement.

      7. Written or Printed Material. All written or printed materials,
notebooks and records used by Employee in performing duties for Employer, other
than Employee's personal notes, personal files and diaries, are and shall remain
the sole property of Employer. Upon termination of employment, Employee shall
promptly return all such material (including all copies) 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 and its
subsidiaries 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
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 further obligation to Employee other than to pay accrued
salary, benefits or reimbursements.

      9. Base Salary. In consideration for the services to be performed
hereunder, Employee shall receive a salary at the rate of ______________________
Dollars ($_______) per annum, payable in equal installments during the term of
this Agreement on the first and fifteenth days of each month, subject to
applicable adjustments for withholding taxes and prorations for any partial

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employment period. Such base salary shall be reviewed annually by the President
and Chief Executive Officer of Employer in consultation with the Board of
Directors of Employer at the same time as all other executive officers are
reviewed. Each annual review shall be conducted diligently and concluded as
expeditiously as practicable. Any increase in such base salary that may be
approved by the Board of Directors shall be considered effective on January 1 of
each succeeding calendar year, beginning January 1, 2002.

      10. Annual Incentive Compensation. As further consideration for Employee's
services under this Agreement, Employee shall be entitled to participate in the
North Valley Bancorp 2001 Annual Incentive Plan (the "Annual Incentive Plan") as
amended or replaced by a successor plan approved by the Employer's Board of
Directors. The actual amount to be received by Employee each year will be
determined by the Employer's Board of Directors in accordance with the terms of
the Plan. Any applicable bonus will be paid by February 28 of each year.

      11. Stock Options. The Employer shall provide a stock option program for
the purchase of shares of the Common Stock of Employer under and pursuant to the
terms of the North Valley Bancorp 1998 Employee Stock Incentive Plan (the "Stock
Option Plan") to the Employee in accordance with the North Valley Bancorp Long
Term Incentive Plan (the "Long Term Incentive Plan"), as amended or replaced by
a successor plan approved by the Employer's Board of Directors.

      Any such grants, the vesting schedule of said options and other terms and
conditions consistent with such Plan shall be evidenced by stock option
agreements entered into between Employer and Employee.

      Employer hereby acknowledges and confirms the stock option agreements
dated _____________ and ____________ between Employer and Employee currently
outstanding under the North Valley Bancorp 1998 Employee Stock Incentive Plan.

      12. Non Qualified Retirement Plans. The Employee shall be eligible to
participate in both the Executive Salary Continuation Plan and the Executive
Deferred Compensation Plan, as amended or replaced by successor plans approved
by the NVBancorp's Board of Directors.

      13. Salary Continuation During Disability. If Employee for any reason
(except as expressly provided below) becomes temporarily or permanently disabled
so that he is unable to perform the duties under this Agreement, Employer agrees
to pay Employee the base salary otherwise payable to Employee pursuant to
Paragraph 9 of this Agreement, reduced by the amounts received by Employee from
state disability insurance, or worker's compensation or other similar insurance
benefits through policies provided by Employer, for a period of six (6) months
from the date of disability or the end of the term of this Agreement, whichever
shall first occur; provided, however, that payments from Employer shall cease
upon qualification of Employee for long-term disability benefits under any
Employer paid insurance program. For purposes of this Paragraph 13, "disability"
shall be defined as provided in Employer's long term disability insurance
program. Notwithstanding anything herein to the contrary, Employer shall have no
obligation to make payments for a self-inflicted disability resulting from the
deliberate, intentional actions of Employee, such as, but not limited to,
attempted suicide or chemical dependence of Employee.

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      14. 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. This
includes participation in the North Valley Bancorp Stock Ownership Plan and the
North Valley Bancorp 401(k) Profit Sharing Plan. 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:

            (a) Vacation. Employee shall be entitled to ____ (_) weeks annual
vacation leave at his then existing rate of full salary each year during the
term of this Agreement. Employee may be absent from his employment for vacation
as long as such leave is reasonable and does not jeopardize his responsibilities
and duties specified in this Agreement. Employee shall take at least two (2)
consecutive weeks of vacation annually.

            (b) Group Insurance. Employer shall provide, during the term of this
Agreement, group life, health (including medical, dental and hospitalization),
accident and disability insurance coverage for Employee and his dependents
through the insurer(s) selected by Employer and provided to all employees
generally. The premium costs for such group insurance shall be shared and borne
by Employer and Employee on the basis of the same percentages applicable to all
other participating employees.

            (c) Automobile Allowance. Employee shall receive an automobile
allowance of $____.00 per month. Employee agrees to procure and maintain
liability, collision and comprehensive insurance coverage on any automobiles
that Employee drives in connection with his employment.

      15. Business Expenses. Employee shall be reimbursed for 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 expenses incurred in activities
associated with promoting the business of Employer that are specifically
authorized from time to time by the Board of Directors of Employer, including
expenses for entertainment, travel and similar items. Travel and other expenses
for attendance at conventions and educational programs that are approved in
advance by the Board of Directors of Employer shall also be reimbursed. Employer
will pay for or will reimburse Employee for such expenses upon presentation by
Employee from time to time of receipts or other appropriate evidence of such
expenditures. The parties agree that any expense advanced by Employee that is
not reimbursed by Employer for budget or other purposes pursuant to this
Paragraph, but which constitutes an ordinary and necessary business expense,
shall be subject to deduction on Employee's personal income tax return.

      16. Termination of Agreement.

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            (a) Automatic Termination. This Agreement shall terminate
automatically without further act of the parties and immediately upon the
occurrence of any one of the following events, determined in good faith by the
Board of Directors of Employer, subject to either party's right, without any
obligation whatsoever, to waive an event reasonably susceptible of waiver, and
the obligation of Employer to pay the amounts which would otherwise be payable
to Employee under this Agreement through the date upon which the event occurs:

                  (1)   The occurrence of circumstances that make it impossible
                        or impractical for Employer to conduct or continue its
                        business.

                  (2)   The death of Employee.

                  (3)   The loss by Employee of legal capacity.

                  (4)   The loss by Employer of legal capacity to contract.

                  (5)   The willful, intentional and material breach of duty by
                        Employee in the course of his employment.

                  (6)   The habitual and continued neglect by Employee of his
                        employment duties and obligations under this Agreement.

                  (7)   The continuous mental or physical incapacity of Employee
                        which precludes Employee from performing services under
                        this Agreement.

                  (8)   Employee's willful and intentional violation of any
                        federal banking laws, or of the Bylaws, rules, policies
                        or resolutions of Employer , or of the rules or
                        regulations of the California Department of Financial
                        Institutions, the Federal Deposit Insurance Corporation,
                        the Office of the Controller of the Currency or the
                        Board of Governors of the Federal Reserve System, or
                        other regulatory agency or governmental authority having
                        jurisdiction over Employer .

                  (9)   The written determination by a state or federal banking
                        agency or governmental authority having jurisdiction
                        over Employer that Employee is not suitable to act in
                        the capacity for which he is employed by Employer .

                  (10)  Employee is convicted of any felony or a crime involving
                        moral turpitude or wilfully and intentionally commits a
                        fraudulent or dishonest act.

                  (11)  Employee's willful and intentional disclosure, without
                        authority, of any secret or confidential information
                        concerning Employer or Employee takes any action which
                        the Board of Directors of Employer

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                        determines, in its sole discretion and subject to good
                        faith, fair dealing and reasonableness, constitutes
                        unfair competition with or induces any customer to
                        breach any contract with Employer contrary to the best
                        interests of Employer .

                  (12)  Either party  breaches a material term or provision of
                        this Agreement.

            (b) Termination by Employer. Employer, acting through its Board of
Directors, may, at its election and in its sole discretion, terminate this
Agreement for any reason, or for no reason, by giving not less than 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 sub-paragraph 16(d) below.

            (c) Termination by Employee. This Agreement may be terminated by
Employee for any reason, or no reason, by giving not less than 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 16(b) or automatic termination
based upon Paragraph 16 (a)(1),16(a)(4) or 16(a)(12) (to the extent of
Employer's breach), of this Agreement, Employee shall be entitled to receive
severance pay at Employee's rate of salary immediately preceding such
termination equal to six (6) months salary, payable in installments bi-monthly
on the first and fifteenth days of each month. In addition, Employee shall
receive as Annual Incentive compensation the amount paid under the Annual
Incentive Plan for the most recently completed calendar year prorated for the
number of months during the current calendar year, which Employee worked prior
to termination, payable in a lump sum. During such six (6) month period,
Employee shall be entitled to continuation of the group insurance benefits
described in Paragraph 14(b) hereof, with the premium costs shared and borne by
Employer and Employee on the basis of the same percentages applicable to all
other participating employees. Notwithstanding the foregoing, in the event of a
"change in control" as defined in subparagraph (e) below, Employee shall not be
entitled to severance pay pursuant to this sub-paragraph (d) and any rights of
Employee to severance pay shall be limited to such rights as are specified in
sub-paragraph (e) below. Employee acknowledges and agrees that severance pay
pursuant to this sub-paragraph (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 16(b) or pursuant to certain provisions of Paragraph 16(a) as
described herein.

            (e) Severance Pay - Change in Control. Upon a "change in control" as
defined herein, and within a period of one (1) year following consummation of
such a change in control, if (i) Employee's employment is terminated; or (ii)
without Employee's prior written consent there occurs (A) any

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adverse change in the nature and scope of Employee's position, responsibilities,
duties, salary, benefits or location of employment, or (B) any event which
reasonably constitutes a demotion, significant diminution or constructive
termination (by resignation or otherwise) of Employee's employment, then, in
such event, Employee shall be entitled to receive severance pay in addition to
any bonus or incentive compensation payments otherwise due Employee. . Employee
shall receive as, and in lieu of, severance pay those benefits that accrue to
Employee pursuant to the "change in control" provisions set forth in the North
Valley Bancorp Salary Continuation Agreement, executed by NVBancorp and
Employee.

      Such severance payment, if any, shall be in lieu of all damages, payments
and liabilities on account of the events described above for which such
severance payment, if any, may be due Employee and any severance payment rights
of Employee under Paragraph 16 (d) of this Agreement. This sub-paragraph (e)
shall be binding upon and inure to the benefit of the parties hereto and any
successors or assigns or employer or any "person" as defined herein.

      Notwithstanding the foregoing, Employee shall not be entitled to receive
nor shall Employer, its successors, assigns or any "person" as defined herein,
be obligated to pay severance payments pursuant to this sub-paragraph (e) in the
event of an occurrence described in Paragraph 16, sub-paragraphs (5), (6), (8),
(10), (11) or (12, to the extent of an Employee breach), or in the event of a
determination pursuant to sub-paragraph (9) thereof, or in the event Employee
terminates employment in accordance with Paragraph 16 (c) and the termination is
not a result of or based upon the occurrence of any event described in Paragraph
16 (e)(ii) above.

      A "change in control" of Employer for purposes of this Agreement and
sub-paragraph (e) shall mean the occurrence of any of the following events with
respect to Employer (with the term "Employer" being defined for such a change in
control to be North Valley Bancorp: (i) a change in control of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or in response to any other form or report to the
regulatory agencies or governmental authorities having jurisdiction over
Employer or any stock exchange on which Employer's shares are listed which
requires the reporting of a change in control; (ii) any merger, consolidation or
reorganization of Employer in which Employer does not survive; (iii) any sale,
lease, exchange, mortgage, pledge, transfer or other disposition (in one
transaction or a series of transactions) of any assets of Employer having an
aggregate fair market value of fifty percent (50%) of the total value of the
assets of Employer, reflected in the most recent balance sheet of Employer; (iv)
a transaction whereby any "person" (as such term is used in the Exchange Act or
any individual, corporation, partnership, trust or any other entity) is or
becomes the beneficial owner, directly or indirectly, of securities of Employer
representing 25% or more of the combined voting power of Employer's then
outstanding securities; (v) if in any one year period, individuals who at the
beginning of such period constitute the Board of Directors of Employer cease for
any reason to constitute at least a majority thereof, unless the election, or
the nomination for election by Employer's shareholders, of each new director is
approved by a vote of a least three-quarters of the directors then still in
office who were directors at the beginning of the period; (iv) a majority of the
members of the Board of Directors of Employer in office prior to the happening
of any event determines in its sole discretion that as a result of such event
there has been a change in control.

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Notwithstanding the foregoing or anything else contained herein to the contrary,
there shall not be a "change of control" for purposes of this Agreement if the
event which would otherwise come within the meaning of the term "change of
control" involves an Employee Stock Ownership Plan or similar plan sponsored by
Employer which is the party that acquires "control" or is the principal
participant in the transaction constituting a "change in control," as described
above.

      17. 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
                        Attention: Mike Cushman, President
                        880 East Cypress Avenue
                        Redding, California 96002

      Employee:

      with a copy to:   J. M. Wells, Jr. General Counsel
                        North Valley Bancorp
                        880 East Cypress Avenue
                        Redding, California 96002


      Each party may change the address for receipt of notices by written notice
in accordance with this Paragraph 17. 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.

      18. Arbitration. All claims, disputes and other matters in question
arising out of or relating to this Agreement or the breach or interpretation
thereof, other than those matters which are to be determined by the Employer in
its sole and absolute discretion, 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., San Francisco,
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, San Francisco, 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

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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 Redding, California, unless
otherwise agreed to by the parties.

      19. 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 his or its costs
related to any such action or proceeding and his or 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. Every
obligation to indemnify under this Agreement includes the obligation to pay
reasonable fees of attorneys, accountants and expert witnesses incurred by the
indemnified party in connection with matters subject to indemnification.

      20. Entire Agreement. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties with respect to the
employment of Employee by Employer and contains all of the covenants and
agreements between the parties with respect to the employment of Employee by
Employer and its subsidiaries. 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.

      21. Modifications. Any modification of this Agreement will be effective
only if it is in writing and signed by the parties or their authorized
representatives.

      22. 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.

      23. 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.

      24. 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. Any ambiguity or uncertainty
existing in this Agreement shall not be interpreted against either party, but
according to the application of other rules of contract interpretation, if an
ambiguity or uncertainty exists.

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      25. Governing Law and Venue. The laws of the United States of America and
the State of California, and the rules and regulations of the California
Department of Financial Institutions, the Federal Deposit Insurance Corporation,
the Office of the Controller of the Currency and the Board of Governors of the
Federal Reserve System shall govern the validity, construction and effect of
this Agreement.

      26. Payments Due Deceased Employee. If Employee dies prior to the
expiration of the term of his employment, any payments that may be due Employee
from Employer under this Agreement as of the date of death shall be paid to
Employee's executors, administrators, heirs, personal representatives,
successors or assigns.

      27. Opportunity to Consult with Independent Advisors. Employee
acknowledges that he has been afforded the opportunity to consult with
independent advisors of his choosing including, without limitation, accountants
or tax advisors and counsel regarding both the benefits granted to him under the
terms of this Agreement and the (i) terms and conditions which may affect
Employee's right to these benefits and (ii) personal tax effects of such
benefits including, without limitation, the effects of any federal or state
taxes, Section 280G of the Code, and any other taxes, costs, expenses or
liabilities whatsoever related to such benefits, which in any of the foregoing
instances, Employee acknowledges and agrees shall be the sole responsibility of
Employee notwithstanding any other term or provision of this Agreement. Employee
further acknowledges and agrees that Employer shall have no liability whatsoever
related to any such personal tax effects or other personal costs, expenses, or
liabilities applicable to Employee and further specifically waives any right for
Employee, his heirs, beneficiaries, legal representatives, agents successors and
assigns to claim or assert liability on the part of Employer related to the
matters described in this Paragraph 27. Employee further acknowledges and agrees
that he has read, understands and consents to all of the terms and conditions of
this Agreement, and that he enters into this Agreement with a full understanding
of its terms and conditions.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth above, and, as to Employer, by an officer of Employer duly
authorized by appropriate resolution of its Board of Directors.

EMPLOYER:                                     EMPLOYEE:

NORTH VALLEY BANCORP

By: ___________________________________       _________________________________

Title: ________________________________

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