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THE REYNOLDS AND REYNOLDS COMPANY115 South Ludlow StreetDayton, Ohio 45402 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD FEBRUARY 13, 1992 To the Shareholders of THE REYNOLDS AND REYNOLDS COMPANY The Annual Meeting of the Shareholders (“Meeting”) of The Reynolds and Reynolds Company, an Ohio corporation, will be held at the Dayton Convention Center, 22 East Fifth Street, Dayton, Ohio 45402, on Thursday, February 13, 1992, at 11:00 a.m., Eastern Standard Time. The items of business are: 1. A proposal to elect two (2) Directors; 2.A proposal to appoint Deloitte & Touche as independent auditors for theCompany; and such other matters as may properly be brought before the Meeting or any adjournment(s) thereof. Shareholders of record at the close of business on December 6, 1991 are entitled to vote at the Meeting or any adjournment(s) thereof. Your attention is called to the accompanying Proxy Card and Proxy Statement. A copy of the Company s Annual Report for its fiscal year ended September 30, 1991, is enclosed herewith. It is not deemed to be part of the official Proxy soliciting material. If any Shareholder fails to receive a copy of the Annual Report, one may be obtained by writing to the Secretary of the Company. BY ORDER OF THE BOARD OF DIRECTORSAdam M. Lutynski, Secretary Dayton, Ohio January 6, 1992 ALL SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU EXPECT TO ATTEND, PLEASE DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE POSTAGE PREPAID ENVELOPE PROVIDED. Reynolds and Reynolds Company 1/6/92 NORTH VALLEY BANCORP Notice of Annual Meeting of Shareholders Monday, May 18, 1992 4:30 P.M. TO THE SHAREHOLDERS: The Annual Meeting of Shareholders of North Valley Bancorp (the “Corporation”) will be held in Administration, North Valley Bank, 880 E. Cypress Ave., Redding, California, on Monday, May 18, 1992, at 4:30 P.M., for the following purposes: 1. To elect Directors. 2. To ratify the appointment of Deloitte & Touche as independent public accountants for the Corporation. 3. To consider such other business as may properly come before the meeting. Section 1 5 of the By-laws of North Valley Bancorp provides for the nomination of Directors, as follows: Nomination for election of members of the Board of Directors may be made by the Board of Directors or by any shareholder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors. Notice of intention to make any nominations shall be made in writing and shall be delivered or mailed to the President of the corporation not less than 21 days nor more than 60 days prior to any meeting of shareholders called for election of directors; provided, however, that if less than 21 days notice of the meeting is given to shareholders, such notice of intention to nominate shall be mailed or delivered to the President of the corporation not later than the close of business on the tenth day following the day on which the notice of meeting was mailed: provided further, that if notice of such meeting is sent by third class mail as permitted by Section 6 of these By-laws, no notice of intention to make nominations shall be required. Such notification shall contain the following information to the extent known to the notifying shareholder: (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the number of shares of capital stock of the corporation owned by each proposed nominee; (d) the name and residence address of the notifying shareholder, and (e) the number of shares of capital stock of the corporation owned by the notifying shareholder. Nominations not made in accordance herewith may, in the discretion of the Chairman of the meeting, be disregarded and upon the Chairman s instructions, the inspectors of election can disregard all votes cast for each such nominee. Only shareholders of record at the close of business on April 1, 1992, are entitled to notice and to vote at this meeting and any adjournment thereof. By Order of the Board of Directors, J.M. (“MIKE”) WELLS, JR. Secretary Redding, California April 17, 1992 WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTPAID ENVELOPE. North Valley Bancorp 4/17/92