0000950134-07-007949 Sample Contracts

AMENDMENT ONE TO SHAREHOLDER PROTECTION RIGHTS AGREEMENT
Shareholder Protection Rights Agreement • April 11th, 2007 • North Valley Bancorp • State commercial banks • New York

This AMENDMENT ONE, dated as of April 10th, 2007 (this “Amendment One”), to the Shareholder Protection Rights Agreement, dated as of September 9, 1999 (the “Rights Agreement”), between North Valley Bancorp, a California corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (successor to ChaseMellon Shareholder Services, L.L.C.), as Rights Agent (the “Rights Agent”). Terms used but not defined herein shall, unless the context otherwise requires, have the meanings assigned to such terms in the Rights Agreement.

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AGREEMENT AND PLAN OF MERGER BY AND BETWEEN STERLING FINANCIAL CORPORATION AND NORTH VALLEY BANCORP
Agreement and Plan of Merger • April 11th, 2007 • North Valley Bancorp • State commercial banks • California

This AGREEMENT AND PLAN OF MERGER, dated as of April 10, 2007 (this “Agreement”), is entered into by and between Sterling Financial Corporation, a Washington corporation (“Sterling”), and North Valley Bancorp, a California corporation (“North Valley”).

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