[LETTERHEAD OF SIX RIVERS NATIONAL BANK]
402 "F" STREET
EUREKA, CALIFORNIA 95501
March 7, 2000
Dear Shareholder:
As required by national banking laws and regulations, we direct your attention
to the notice on the reverse side of this letter which we recently published in
our local newspaper to announce our upcoming special shareholders' meeting to
vote on our proposed merger with North Valley Bancorp.
A Joint Proxy Statement/Prospectus, dated February 7, 2000, was mailed to you on
or about February 11, 2000. We encourage you to thoroughly review the merger
proposal contained in the Joint Proxy Statement/Prospectus. Your Board of
Directors unanimously believes that it is in the best interests of shareholders
and the communities we serve and recommends a vote in favor of the merger.
Please pay particular attention to the section starting on page 33 entitled:
"Reasons for the Merger Agreement and Merger; Recommendations of the Boards of
Directors."
The meeting is scheduled for March 28, 2000 at 10:00 a.m. at the Bank's main
office. Whether or not you plan to attend the meeting, we strongly urge you to
vote by mail. Please vote "FOR" the merger on the proxy enclosed with the Joint
Proxy Statement/Prospectus and return it in the postage-paid envelope included
with those materials. Failure to vote or abstaining from the vote is the
equivalent of voting "AGAINST" the merger.
If you have any questions, you are welcome to call either of us at the telephone
numbers listed below. Thank you very much for your continued support.
Sincerely,
/s/ WILLIAM T. KAY /s/ MICHAEL W. MARTINEZ
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William T. Kay Michael W. Martinez
Chairman of the Board President & Chief Executive Officer
(707) 822-2971 (707) 443-8400
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NOTICE OF SHAREHOLDERS' MEETING TO VOTE ON COMBINATION
SIX RIVERS NATIONAL BANK
Shareholders' Meeting
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Notice is hereby given that, pursuant to call of its directors, a special
meeting of the shareholders of SIX RIVERS NATIONAL BANK will be held at its main
office at 402 "F" Street in the city of Eureka, state of California, on Tuesday,
March 28, 2000, at 10:00 a.m., to consider and determine by vote a proposal to
approve the Agreement and Plan of Reorganization and Merger, dated as of October
3, 1999, as amended, among North Valley Bancorp, SIX RIVERS NATIONAL BANK and
NVB Interim National Bank and whether an agreement to merge the bank and NVB
Interim National Bank, located in the city of Eureka, state of California, under
the provisions of the laws of the United States, and the transactions
contemplated by the plan of reorganization, including the resulting issuance of
shares of North Valley Bancorp common stock in connection with the merger of Six
Rivers National Bank into NVB Interim National Bank, shall be ratified and
confirmed, and to vote upon any other matters incidental to the proposed merger
of the two institutions. A copy of the agreement, approved by a majority of the
directors of each of the two institutions, providing for the merger, is on file
at the institution and may be inspected during business hours.
/s/ Michael W. Martinez
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President or Cashier
