Item 1.01. Entry into a Material Definitive Agreement.

Effective on October 1, 2009, the Registrant (North Valley Bancorp) entered into an agreement to "freeze" vested benefits under the North Valley Bancorp Salary Continuation Plan (Amended and Restated Effective January 1, 2007) with respect to each officer currently participating in the Plan. Substantially identical agreements were signed with Michael J. Cushman (President and Chief Executive Officer), Kevin R. Watson (Executive Vice President and Chief Financial Officer), Scott R. Louis (Executive Vice President and Chief Operating Officer), Roger D. Nash (Executive Vice President and Chief Credit Officer), Gary S. Litzsinger (Executive Vice President and Chief Risk Officer), Sharon L. Benson (Senior Vice President and Director of Accounting), and Leo J. Graham (General Counsel and Corporate Secretary). Each agreement provides that vested accrued benefits under the Plan will be "frozen" (remain fixed at the amount determined as of September 30, 2009) until such time as the Board of Directors of North Valley Bancorp elects to recommence accruals under the Plan. Each officer has agreed with North Valley Bancorp that the amount of his or her vested accrued benefit shall neither increase nor decrease until the Board of Directors of North Valley Bancorp elects to recommence accruals under the Plan. Notwithstanding, the normal accrued benefit (as of September 30, 2009) shall be payable in accordance with the terms of the Plan in the event of a Change in Control or Disability (each as defined in the Plan) or in case of an officer's termination of employment due to death. The agreements do not change the form or timing of any amount payable under the Plan.