NORTH VALLEY BANK
                    EXECUTIVE DEFERRED COMPENSATION AGREEMENT


     THIS AGREEMENT is made this _______ day of ________________, 2001, by and
between NORTH VALLEY BANK, a state-chartered commercial bank, located in
Redding, California (the "Company"), and _____________ (the "Executive").

                                  INTRODUCTION

     To encourage the Executive to remain an employee of the Company, the
Company is willing to provide to the Executive a deferred compensation
opportunity. The Company will pay the Executive's benefits from the Company's
general assets.

                                    AGREEMENT

     The Executive and the Company agree as follows:

                                    Article 1
                                   Definitions

     Whenever used in this Agreement, the following words and phrases shall have
the meanings specified:

     1.1 "Anniversary Date" means December 31 of each year.

     1.2 "Change of Control" A "change in control" of Employer for purposes of
this Agreement 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 50% 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

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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. Notwithstanding the foregoing or anything else contained
herein to the contrary, there shall not be a "change in control" for purposes of
this Agreement if the event which would otherwise come within the meaning of the
term "change in 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.

     1.3 "Code" means the Internal Revenue Code of 1986, as amended.

     1.4 "Compensation" means the total salary and bonus paid to the Executive
during a Plan Year.

     1.5 "Deferral Account" means the Company's accounting of the Executive's
accumulated Deferrals plus accrued interest.

     1.6 "Deferrals" means the amount of the Executive's Compensation, which the
Executive elects to defer according to this Agreement.

     1.7 "Disability" means, if the Executive is covered by a Company sponsored
disability policy, total disability as defined in such policy without regard to
any waiting period. If the Executive is not covered by such a policy, Disability
means the Executive suffering a sickness, accident or injury, which, in the
judgment of a physician satisfactory to the Company, prevents the Executive from
performing substantially all of the Executive's normal duties for the Company.
As a condition to any Disability benefits, the Company may require the Executive
to submit to such physical or mental evaluations and tests as the Company's
Board of Directors deems appropriate.

     1.8 "Effective Date" means December 19,2000.

     1.9 "Election Form" means the Form attached as Exhibit 1.

     1.10 "Benefit Election Form" means the Form attached as Exhibit 2.

     1.11 "Normal Retirement Age" means the Executive's 65th birthday.

     1.12 "Normal Retirement Date" means the later of the Normal Retirement Age
or Termination of Employment.

     1.13 "Plan Year" means the calendar year.

     1.14 "Termination of Employment" means that the Executive ceases to be
employed by the

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Company for any reason whatsoever other than by reason of a leave of absence,
which is approved by the Company. For purposes of this Agreement, if there is a
dispute over the employment status of the Executive or the date of the
Executive's Termination of Employment, the Company shall have the sole and
absolute right to decide the dispute.

                                    Article 2
                                Deferral Election

     2.1 Initial Election. The Executive shall make an initial deferral election
under this Agreement by filing with the Company a signed Election Form within
thirty (30) days after the Effective Date of this Agreement. The Election Form
shall set forth the amount of Compensation to be deferred and shall be effective
to defer only Compensation earned after the date the Election Form is received
by the Company.

     2.2 Election Changes

          2.2.1 Generally. Upon the Company's approval, the Executive may modify
     the amount of Compensation to be deferred annually by filing a new Election
     Form with the Company prior to the beginning of the Plan Year in which the
     Compensation is to be deferred. The modified deferral election shall not be
     effective until the calendar year following the year in which the
     subsequent Election Form is received and approved by the Company.

          2.2.2 Hardship. If an unforeseeable financial emergency arising from
     the death of a family member, divorce, sickness, injury, catastrophe or
     similar event outside the control of the Executive occurs, the Executive,
     by written instructions to the Company, may reduce future deferrals under
     this Agreement.


                                    Article 3
                                Deferral Account

     3.1 Establishing and Crediting. The Company shall establish a Deferral
Account on its books for the Executive and shall credit to the Deferral Account
the following amounts:

          3.1.1 Deferrals. The Compensation deferred by the Executive as of the
     time the Compensation would have otherwise been paid to the Executive.

          3.1.2 Interest. On each Anniversary Date of this Agreement prior to
     any payment of pre-retirement or post-retirement benefits, and during the
     payment of any pre-retirement benefits or post-retirement benefits,
     interest is to be accrued on the account balance and compounded at an
     annual rate equal to the Wall Street Journal Prime Rate plus one and one
     half percent on the first business day of the Plan Year, compounded
     monthly.

     3.2 Statement of Accounts. The Company shall provide to the Executive,
within 120 days

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after each Anniversary Date, a statement setting forth the Deferral Account
balance.

     3.3 Accounting Device Only. The Deferral Account is solely a device for
measuring amounts to be paid under this Agreement. The Deferral Account is not a
trust fund of any kind. The Executive is a general unsecured creditor of the
Company for the payment of benefits. The benefits represent the mere Company
promise to pay such benefits. The Executive's rights are not subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by the Executive's creditors.

                                    Article 4
                                Lifetime Benefits

     4.1 Normal Retirement Benefit. Upon the Normal Retirement Date, the Company
shall pay to the Executive the benefit described in this Section 4.1 in lieu of
any other benefit under this Agreement.

          4.1.1 Amount of Benefit. The benefit under this Section 4.1 is the
     Deferral Account balance at the Executive's Normal Retirement Date.

          4.1.2 Payment of Benefit. The Company shall pay the annual benefit to
     the Executive in 12 equal monthly installments payable on the first day of
     each month commencing with the month following the Executive's Normal
     Retirement Date. The annual benefit shall be paid to the Executive for 20
     years, or as elected on the Election Form (Exhibit 2). The Company shall
     credit interest pursuant to Section 3.1.2 on the remaining account balance
     during any applicable installment period.

     4.2 Early Retirement Benefit. Upon Termination of Employment prior to the
Normal Retirement Age for reasons other than death, Change of Control or
Disability, the Company shall pay to the Executive the benefit described in this
Section 4.2 in lieu of any other benefit under this Agreement.

          4.2.1 Amount of Benefit. The benefit under this Section 4.2 is the
     Deferral Account balance at the Executive's Termination of Employment.

          4.2.2 Payment of Benefit. The Company shall pay the annual benefit to
     the Executive in 12 equal monthly installments payable on the first day of
     each month commencing with the month following the Executive's Termination
     of Employment. The annual benefit shall be paid to the Executive for 20
     years, or as elected on the Election Form (Exhibit 2). The Company shall
     credit interest pursuant to Section 3.1.2 on the remaining account balance
     during any applicable installment period.

     4.3 Disability Benefit. If the Executive terminates employment due to
Disability prior to Normal Retirement Age, the Company shall pay to the
Executive the benefit described in this Section 4.3 in lieu of any other benefit
under this Agreement.

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          4.3.1 Amount of Benefit. The benefit under this Section 4.3 is the
     Deferral Account balance at the Executive's Termination of Employment.

          4.3.2 Payment of Benefit. The Company shall pay the annual benefit to
     the Executive in 12 equal monthly installments payable on the first day of
     each month commencing with the month following the Executive's Termination
     of Employment. The annual benefit shall be paid to the Executive for 20
     years. The Company shall credit interest pursuant to Section 3.1.2 on the
     remaining account balance during any applicable installment period.

     4.4 Change of Control Benefit. Upon a Change of Control, the Company shall
pay to the Executive the benefit described in this Section 4.4 in lieu of any
other benefit under this Agreement.

          4.4.1 Amount of Benefit. The benefit under this Section 4.4 is the
     Deferral Account balance at the Executive's Termination of Employment.

          4.4.2 Payment of Benefit. The Company shall pay the benefit to the
     Executive in a lump sum payable within 60 days of the Executive's
     Termination of Employment.

     4.5 Hardship Distribution. Upon the Board of Director's determination
(following petition by the Executive) that the Executive has suffered an
unforeseeable financial emergency as described in Section 2.2.2, the Company
shall distribute to the Executive all or a portion of the Deferral Account
balance as determined by the Company, but in no event shall the distribution be
greater than is necessary to relieve the financial hardship.

                                    Article 5
                                 Death Benefits

     5.1 Death During Active Service. If the Executive dies while in the
employment of the Company, the Company shall pay to the Executive's beneficiary
the benefit described in this Section 5.1 in lieu of any other benefit under
this Agreement.

          5.1.1 Amount of Benefit. The benefit under Section 5.1 is the Deferral
     Account balance at the time of the Executive's Death.

          5.1.2 Payment of Benefit. The Company shall pay the annual benefit to
     the Executive's beneficiary in 12 equal monthly installments payable on the
     first day of each month commencing with the month following the Executive's
     Death. The annual benefit shall be paid to the Executive's beneficiary for
     20 years. The Company shall credit interest pursuant to Section 3.1.2 on
     the remaining account balance during any applicable installment period.

     5.2 Death During Payment of a Lifetime Benefit. If the Executive dies after
any Lifetime Benefit payments have commenced under this Agreement but before
receiving all such payments, the Company shall pay the remaining benefits to the
Executive's beneficiary at the same time and in

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the same amounts they would have been paid to the Executive had the Executive
survived.

     5.3 Death After Termination of Employment But Before Payment of a Lifetime
Benefit Commences. If the Executive is entitled to a Lifetime Benefit under this
Agreement, but dies prior to the commencement of said benefit payments, the
Company shall pay the same benefit payments to the Executive's beneficiary that
the Executive was entitled to prior to death except that the benefit payments
shall commence on the first day of the month following the date of the
Executive's death.

                                    Article 6
                                  Beneficiaries

     6.1 Beneficiary Designations. The Executive shall designate a beneficiary
by filing a written designation with the Company. The Executive may revoke or
modify the designation at any time by filing a new designation. However,
designations will only be effective if signed by the Executive and accepted by
the Company during the Executive's lifetime. The Executive's beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the Executive or if the Executive names a spouse as beneficiary and the marriage
is subsequently dissolved. If the Executive dies without a valid beneficiary
designation, all payments shall be made to the Executive's estate.

     6.2 Facility of Payment. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person. The Company may require proof of incompetence,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit. Such distribution shall completely discharge the Company from all
liability with respect to such benefit.

                                    Article 7
                               General Limitations

     7.1 Termination for Cause. Notwithstanding any provision of this Agreement
to the contrary, the Company shall not pay any benefit under this Agreement that
is in excess of the Executive's Deferrals (the interest earned on the Deferral
Account) if the Company terminates the Executive's employment for:

          (a) Gross negligence or gross neglect of duties to the Company;

          (b) Commission of a felony or of a gross misdemeanor involving moral
     turpitude in connection with the Executive's employment with the Company;
     or

          (c) Fraud, disloyalty, dishonesty or willful violation of any law or
     significant Company policy committed in connection with the Executive's
     employment and resulting in an adverse effect on the Company.

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     7.2 Suicide or Misstatement. Notwithstanding any provision of this
Agreement to the contrary, the Company shall not pay any death benefit under
this Agreement exceeding the Deferral Account if the Executive commits suicide
within two years after the date of this Agreement, or if the Executive has made
any material misstatement of fact on any application for life insurance
purchased by the Company.

                                    Article 8
                          Claims and Review Procedures

     8.1 Claims Procedure. The Company shall notify any person or entity that
makes a claim against the Agreement (the "Claimant") in writing, within 90 days
of Claimant's written application for benefits, of his or her eligibility or
non-eligibility for benefits under the Agreement. If the Company determines that
the Claimant is not eligible for benefits or full benefits, the notice shall set
forth (1) the specific reasons for such denial, (2) a specific reference to the
provisions of the Agreement on which the denial is based, (3) a description of
any additional information or material necessary for the Claimant to perfect his
or her claim, and a description of why it is needed, and (4) an explanation of
the Agreement's claims review procedure and other appropriate information as to
the steps to be taken if the Claimant wishes to have the claim reviewed. If the
Company determines that there are special circumstances requiring additional
time to make a decision, the Company shall notify the Claimant of the special
circumstances and the date by which a decision is expected to be made, and may
extend the time for up to an additional 90 days.

     8.2 Review Procedure. If the Claimant is determined by the Company not to
be eligible for benefits, or if the Claimant believes that he or she is entitled
to greater or different benefits, the Claimant shall have the opportunity to
have such claim reviewed by the Company by filing a petition for review with the
Company within 60 days after receipt of the notice issued by the Company. Said
petition shall state the specific reasons which the Claimant believes entitle
him or her to benefits or to greater or different benefits. Within 60 days after
receipt by the Company of the petition, the Company shall afford the Claimant
(and counsel, if any) an opportunity to present his or her position to the
Company verbally or in writing, and the Claimant (or counsel) shall have the
right to review the pertinent documents. The Company shall notify the Claimant
of its decision in writing within the 60-day period, stating specifically the
basis of its decision, written in a manner to be understood by the Claimant and
the specific provisions of the Agreement on which the decision is based. If,
because of the need for a hearing, the 60-day period is not sufficient, the
decision may be deferred for up to another 60 days at the election of the
Company, but notice of this deferral shall be given to the Claimant.

                                    Article 9
                           Amendments and Termination

     This Agreement may be amended or terminated only by a written agreement
signed by the Company and the Executive.

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                                   Article 10
                                  Miscellaneous

     10.1 Binding Effect. This Agreement shall bind the Executive and the
Company and their beneficiaries, survivors, executors, administrators and
transferees.

     10.2 No Guarantee of Employment. This Agreement is not a contract for
employment. It does not give the Executive the right to remain an employee of
the Company, nor does it interfere with the Company's right to discharge the
Executive. It also does not require the Executive to remain an employee nor
interfere with the Executive's right to terminate employment at any time.

     10.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

     10.4 Tax Withholding. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.

     10.5 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of California, except to the extent preempted by the laws
of the United States of America.

     10.6 Unfunded Arrangement. The Executive and the Executive's beneficiary
are general unsecured creditors of the Company for the payment of benefits under
this Agreement. The benefits represent the mere promise by the Company to pay
such benefits. The rights to benefits are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors. Any insurance on the Executive's life
is a general asset of the Company to which the Executive and the Executive's
beneficiary have no preferred or secured claim.

     10.7 Small Account Balance. If the Executive's Account Balance is $25,000
or less, the Company in its sole and absolute discretion shall have the right to
pay out the Executive's remaining Account Balance in a lump sum.

     10.8 Reorganization. The Company shall not merge or consolidate into or
with another company, or reorganize, or sell substantially all of its assets to
another company, firm, or person unless such succeeding or continuing company,
firm, or person agrees to assume and discharge the obligations of the Company
under this Agreement. Upon the occurrence of such event, the term "Company" as
used in this Agreement shall be deemed to refer to the successor or survivor
company

     10.9 Entire Agreement. This Agreement constitutes the entire agreement
between the Company and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.

     10.10 Administration. The Company shall have powers which are necessary to

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administer this Agreement, including but not limited to:

          (a) Interpreting the provisions of the Agreement;

          (b) Establishing and revising the method of accounting for the
     Agreement;

          (c) Maintaining a record of benefit payments; and

          (d) Establishing rules and prescribing any forms necessary or
     desirable to administer the Agreement.

     10.11 Named Fiduciary. For purposes of the Employee Retirement Income
Security Act of 1974, if applicable, the Company shall be the named fiduciary
and plan administrator under this Agreement. The named fiduciary may delegate to
others certain aspects of the management and operation responsibilities of the
plan including the employment of advisors and the delegation of ministerial
duties to qualified individuals.


     IN WITNESS WHEREOF, the Executive and a duly authorized Company officer
have signed this Agreement.

Executive:                               Company:

                                         NORTH VALLEY BANK

____________________________             By    ________________________________
                                         Title ________________________________

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                                    EXHIBIT 1
                                       TO
                                NORTH VALLEY BANK
                    EXECUTIVE DEFERRED COMPENSATION AGREEMENT

                           DEFERRAL ELECTION FORM FOR

                                ----------------

I elect to defer my Compensation received under this Agreement with the Company,
as follows:

-------------------------------------------- ----------------------------------

               Amount of Deferral                         Duration
============================================ ==================================

[Initial and Complete one]                   [Initial One]

____     I elect to defer ____% of my        ____     One Year only
         Compensation.
                                             ____     For ______ [Insert
____     I elect to defer $______ of all              Number] Years
         Compensation.
                                                      Until Termination
____     I elect not to defer any of my               of Employment
         Compensation.
                                             ____     Until ___________,
                                                      ___________ (date)

-------------------------------------------- ----------------------------------

Upon the Company's approval, I understand that I may change the amount and
duration of my deferrals by filing a new election form with the Company;
provided, however, that any subsequent election will not be effective until the
calendar year following the year in which the new election is accepted by the
Company.

Signature _______________________________

Date ____________________________________


Accepted by the Company this ________ day of ___________________, 2001.

By ______________________________________

Title ___________________________________

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                                    EXHIBIT 2
                                       TO
                                NORTH VALLEY BANK
                    EXECUTIVE DEFERRED COMPENSATION AGREEMENT

                              FORM OF BENEFIT FORM

                            -------------------------


     The Executive understands that he or she may not change the Form of Benefit
elected, however, the Company will allow the Executive to file a petition with
the Company requesting an alternate payment plan and the Board of Directors, in
its sole and absolute discretion, may accept or reject such a request.

     I elect to receive benefits under the Agreement in the following form:

4.1.2 Payment of Normal Retirement Benefit.
[Initial One]

____ Lump sum
____ Equal monthly installments for 20 years.



4.2.2 Payment of Early Retirement Benefit
[Initial One]

____ Lump sum
____ Equal monthly installments for 20 years.

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                             Beneficiary Designation

                                NORTH VALLEY BANK
                    EXECUTIVE DEFERRED COMPENSATION AGREEMENT

I designate the following as beneficiary of benefits under this Agreement
payable following my death:


Primary:  ______________________________________________________________________

________________________________________________________________________________

Contingent:  ___________________________________________________________________

________________________________________________________________________________

Note: To name a trust as beneficiary, please provide the name of the trustee(s)
      and the exact name and date of the trust agreement.

I understand that I may change these beneficiary designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically revoked if the beneficiary predeceases me, or, if I have
named my spouse as beneficiary and our marriage is subsequently dissolved.


Signature _______________________________

Date ____________________________________



Acknowledged by the Company this ________ day of ___________________, 2001.


By ______________________________________

Title ___________________________________

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