EXHIBIT D
NVBANCORP AFFILIATE AGREEMENT
I, the undersigned, have been advised that as of the date hereof I may
be deemed to be (but I do not hereby admit to being) an affiliate of North
Valley Bancorp ("NVBancorp") for purposes of Rule 145 promulgated by the
Securities and Exchange Commission under the Securities Act of 1933, as amended
("Rule 145"). The following undertaking is given pursuant to and in compliance
with that certain Agreement and Plan of Reorganization and Merger among
NVBancorp, NVB Interim National Bank ("Interim Bank") and Six Rivers National
Bank ("SRNB") dated as of October 1, 1999 (the "Reorganization Agreement"),
which provides that SRNB shall merge with and into Interim Bank (the "Merger"),
and the surviving national bank will continue as a wholly-owned subsidiary of
NVBancorp under the national bank charter number and name of "Six Rivers
National Bank." Capitalized terms used herein and not defined herein shall have
the meanings given to them in the Reorganization Agreement.
I understand that NVBancorp is relying on the performance of the
covenants contained herein to insure that they obtain the desired
pooling-of-interests accounting treatment as a result of the Merger and to avoid
any appearance of improper manipulation of NVBancorp's stock price or xxxxxxx
xxxxxxx in the period prior to the Merger.
I hereby agree that during the period beginning on __________, 1999,
(or such later date as NVBancorp may notify me in writing), and ending on the
date on which the Effective Time of the Merger occurs, which in either event
shall not exceed thirty (30) days prior to the Effective Time of the Merger, I
will not offer to sell or purchase, sell, transfer, purchase or acquire,
publicly or privately, any NVBancorp common stock ("NVBancorp Share" or
"NVBancorp Shares") or SRNB common stock ("SRNB Share" or "SRNB Shares"), or
cause any other person to do any of the above, except my exercise of any stock
option pursuant to NVBancorp's stock option plans.
I hereby also agree that during the period beginning on the date on
which the Effective Time of the Merger occurs and ending on the date of release
and publication to the general public of financial results covering at least
thirty (30) days of post-merger combined operations of NVBancorp and SRNB, I
will not offer, sell or transfer, publicly or privately, any NVBancorp Shares,
and that I will not during such period commit or agree to sell any of such
NVBancorp Shares after such period.
Dated: _________________________ Signed: ___________________
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