NORTH VALLEY BANCORP
EXHIBIT 10(AA)
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<FILENAME>file006.txt
<DESCRIPTION>EXHIBIT 10(AA)
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                                                                 EXHIBIT 10 (aa)

                                NORTH VALLEY BANK
                         DIRECTOR DEFERRED FEE AGREEMENT


         THIS AGREEMENT is made this ________ day of __________________, 2000,
by and between NORTH VALLEY BANK, a state-chartered commercial bank, located in
Redding, California (the "Company"), and _________________(the "Director").


                                  INTRODUCTION

         To encourage the Director to remain a member of the Company's Board of
Directors, the Company is willing to provide to the Director a deferred fee
opportunity. The Company will pay the Director's benefits from the Company's
general assets.


                                    AGREEMENT

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

         1.5      "Deferrals" means the amount of the Director's Fees which the
Director elects to defer according to this Agreement.

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

         1.7      "Effective Date" means __________________________.

         1.8      "Deferral Election Form" means the Form attached as Exhibit 1.

         1.9      "Benefit Election Form" means the Form of Benefit Form
attached as Exhibit 2.

         1.10     "Fees" means the total fees payable to the Director during a
Plan Year.

         1.11     "Normal Retirement Age" means the Director's 73rd birthday.

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

         1.13     "Plan Year" means the calendar year.

         1.14     "Termination of Service" means that the Director ceases to be
a member of the Company's Board of Directors 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 Director's status or
the date of the Director's Termination of Service, the Company shall have the
sole and absolute right to decide the dispute.


                                    ARTICLE 2
                                DEFERRAL ELECTION

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

         2.2      Election Changes

                  2.2.1    Generally. Upon Company approval, the Director may
         modify the amount of Fees to be deferred annually by filing a new
         Election Form with the Company prior to the beginning of the Plan Year
         in which the Fees are 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 Director
         occurs, the Director, 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 Director and shall credit to the Deferral
Account the following amounts:

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

                  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
Director, within 120 days 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 Director 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 Director's rights are not subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by the Director's creditors.


                                    ARTICLE 4
                                LIFETIME BENEFITS

         4.1      Normal Retirement Benefit. Upon the Normal Retirement Date,
the Company shall pay to the Director 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 Director's Normal Retirement
         Date.

                  4.1.2    Payment of Benefit. The Company shall pay the annual
         benefit to the Director in 12 equal monthly installments payable on the
         first day of each month commencing with the month following the
         Director's Normal Retirement Date. The annual benefit shall be paid to
         the Director 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 Service prior to
the Normal Retirement Age for reasons other than death, Change of Control or
Disability, the Company shall pay to the Director the benefit described in this
Section 4.2 in lieu of any other benefit under this Agreement.

                  4.2.1    Amount of Ben efit. The benefit under this Section
         4.2 is the Deferral Account balance at the Director's Termination of
         Service.

                  4.2.2    Payment of Benefit. The Company shall pay the annual
         benefit to the Director in 12 equal monthly installments payable on the
         first day of each month commencing with the month following the
         Director's Termination of Service. The annual benefit shall be paid to
         the Director 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 Director terminates service as a
Director due to Disability prior to Normal Retirement Age, the Company shall pay
to the Director the benefit described in this Section 4.3 in lieu of any other
benefit under this Agreement.

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

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                  4.3.2    Payment of Benefit. The Company shall pay the annual
         benefit to the Director in 12 equal monthly installments payable on the
         first day of each month commencing with the month following the
         Director's Termination of Service. The annual benefit shall be paid to
         the Director 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 Director 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
         shall be the Deferral Account balance on the Director's Termination of
         Service.

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

         4.5      Hardship Distribution. Upon the Board of Director's
determination (following petition by the Director) that the Director has
suffered an unforeseeable financial emergency as described in Section 2.2.2, the
Company shall distribute to the Director 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 Director dies while in the
active service of the Company, the Company shall pay to the Director'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 Director's death.

                  5.1.2    Payment of Benefit. The Company shall pay the annual
         benefit to the Director's beneficiary in 12 equal monthly installments
         payable on the first day of each month commencing with the month
         following the Director's Death. The annual benefit shall be paid to the
         Director'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 Benefit Period. If the Director dies after
benefit payments have commenced under this Agreement but before receiving all
such payments, the Company shall pay the remaining benefits to the Director's
beneficiary at the same time and in the same amounts they would have been paid
to the Director had the Director survived.

         5.3      Death After Termination of Service But Before Benefit Payments
Commence. If the Director is entitled to benefit payments under this Agreement,
but dies prior to the commencement of said benefit payments, the Company shall
pay the benefit payments to the Director's beneficiary that the Director 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 Director's death.


                                    ARTICLE 6
                                  BENEFICIARIES

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

                                       66
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         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 Director's Deferrals if the Company
terminates the Director's service 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
                           Director's service to the Company; or

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

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

         7.3      Excess Parachute Payment. Notwithstanding any provision of
this Agreement to the contrary, the Company shall not pay any benefit under this
Agreement to the extent the benefit would create an excise tax under the excess
parachute rules of Section 280G of the Code.


                                    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 calculated 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.

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                                    ARTICLE 9
                           AMENDMENTS AND TERMINATION

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


                                   ARTICLE 10
                                  MISCELLANEOUS

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

         10.2     No Guarantee of Service. This Agreement is not a contract for
services. It does not give the Director the right to remain in the service of
the Company, nor does it interfere with the shareholders' rights to replace the
Director. It also does not require the Director to remain in the service of the
Company nor interfere with the Director's right to terminate services 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 the State of California, except to the extent
preempted by the laws of the United States of America.

         10.6     Unfunded Arrangement. The Director and the Director'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
Director's life is a general asset of the Company to which the Director and the
Director's beneficiary have no preferred or secured claim.

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

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

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

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

         10.11    Named Fiduciary. The Company shall be the named fiduciary and
plan administrator under the 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 Director and a duly authorized Company officer
have signed this Agreement.


DIRECTOR:                                 COMPANY:

                                          NORTH VALLEY BANK


/s/                                       By /s/
-------------------------                    ----------------------------
                                          Title
                                                -------------------------

                                       69
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                                    EXHIBIT 1
                                       TO
                                NORTH VALLEY BANK
                         DIRECTOR DEFERRED FEE AGREEMENT

                           DEFERRAL ELECTION FORM FOR

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

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

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

                  AMOUNT OF DEFERRAL                       DURATION
        ========================================================================

        [INITIAL AND COMPLETE ONE]                 [INITIAL ONE]

        ____   I elect to defer ____% of           ____   One Year only
               my Fees.

        ____   I elect to defer $______ of         ____   For ____ [INSERT
               my Fees.                                   NUMBER] Years

        ____   I elect not to defer any of         ____   Until Termination
               my Fees.                                   of Service

                                                   ____   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                    , 2000.
                             --------        -------------------
By
   -------------------------------------------

Title
      -------------------------------

                                       70
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                                                                       EXHIBIT 2
                                       TO
                                NORTH VALLEY BANK
                         DIRECTOR DEFERRED FEE 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.

                                       71
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                             BENEFICIARY DESIGNATION

                                NORTH VALLEY BANK
                         DIRECTOR DEFERRED FEE 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
     ------------------------------


Accepted by the Company this          day of                    , 2000.
                             --------        -------------------
By
   -------------------------------------------

Title
      -------------------------------

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