SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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or Section 240.14a-12
NORTH VALLEY BANCORP
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(Name of Registrant as Specified In Its Charter)
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[GRAPHIC OMITTED] NVB
North Valley Bancorp
December 7, 2007
Dear Fellow Shareholder:
This letter refers to the proxy materials for the 2007 Annual Meeting
of the shareholders of North Valley Bancorp, sent to you on or about November
26, 2007. The Annual Meeting will be held on December 20, 2007. As indicated in
our transmittal letter of November 26, 2007, the 2007 Annual Meeting was
delayed, due to the anticipated merger of North Valley Bancorp with and into
Sterling Financial Corporation and the related merger of North Valley Bank with
and into Sterling Savings Bank. Although the North Valley shareholders approved
the proposed mergers at a special meeting held on July 31, 2007, consummation of
the mergers remained subject to the receipt of all necessary regulatory
approvals (among other closing conditions that are customary for such
transactions). As of November 30, 2007, the deadline for closing specified in
the Agreement and Plan of Merger, Sterling had not received the necessary
regulatory approvals and informed the North Valley Board of Directors that such
approvals were not likely to be obtained in the near future, if at all. Based on
Sterling's failure to meet the November 30, 2007 deadline and the advice of our
financial and legal advisors, the North Valley Board of Directors (as well as
executive officers) unanimously concluded that it would be in the best interests
of North Valley Bancorp, North Valley Bank and the shareholders to terminate the
Agreement and Plan of Merger and to continue to operate North Valley as an
independent banking institution. As a result, we gave Sterling notice of our
decision to terminate the Agreement and Plan of Merger, effective on December 1,
2007. For additional information, we direct you to the periodic reports which
are filed by North Valley Bancorp and made available to the public on the SEC
website (www.sec.gov).
On behalf of our officers, staff and the entire Board of Directors, we
thank you for your continued support. We look forward to seeing you on December
20, 2007.
Cordially,
/s/ J.M. Wells, Jr. /s/ Michael J. Cushman
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J.M. ("Mike") Wells, Jr. Michael J. Cushman
Chairman of the Board President and Chief Executive Officer