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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 11, 2007

STERLING FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)


Washington	0-20800	91-1572822
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

111 North Wall Street, Spokane, Washington 99201
(Address of principal executive offices) (Zip Code)

(509) 458-3711
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

þ		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS


Item 7.01 Regulation FD Disclosure
Item 8.01. Other Events
Item 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3
EXHIBIT 99.4

INFORMATION TO BE INCLUDED IN THE REPORT

Item 7.01 Regulation FD Disclosure.

The information disclosed in Item 8.01 below is incorporated herein by reference.

A copy of the joint press release issued by Sterling Financial Corporation (“Sterling”) and North Valley Bancorp (“North Valley”) on April 11, 2007 announcing the signing of an Agreement and Plan of Merger (the “Merger Agreement”) is included as Exhibit 99.1 to this report. A copy of a slide presentation that Sterling is presenting to investors on April 11, 2007 is included as Exhibit 99.2 to this report. A copy of a memo that Sterling sent to its employees on April 11, 2007 is included as Exhibit 99.3 to this report. A copy of a memo that North Valley sent to its employees on April 11, 2007 is included as Exhibit 99.4 to this report.

Item 8.01. Other Events.

On April 11, 2007, Sterling and North Valley, the parent company of North Valley Bank, announced that they had entered into the Merger Agreement, pursuant to which North Valley will merge with and into Sterling, with Sterling being the surviving corporation.

Additional Information And Where To Find It

Sterling intends to file with the Securities and Exchange Commission a registration statement on Form S-4, and North Valley expects to mail a proxy statement/prospectus to its security holders, containing information about the transaction. Investors and security holders of Sterling and North Valley are urged to read the proxy statement/prospectus and other relevant materials when they become available because they will contain important information about Sterling, North Valley and the proposed merger. In addition to the registration statement to be filed by Sterling and the proxy statement/prospectus to be mailed to the security holders of North Valley, Sterling and North Valley file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Investors and security holders may obtain a free copy of the proxy statement/prospectus and other relevant documents (when they become available) and any other documents filed with the Securities and Exchange Commission at its website at www.sec.gov. The documents filed by Sterling may also be obtained free of charge from Sterling by requesting them in writing at Sterling Financial Corporation, 111 North Wall Street, Spokane, WA 99201, or by telephone at (509) 227-5389. In addition, documents filed with the SEC by Sterling can be obtained, without charge, by directing a request to Sterling Financial Corporation, 111 North Wall Street, Spokane, Washington 99201, Attn: Investor Relations, telephone (509) 227-5389 or on Sterling’s website at www.sterlingfinancialcorporation-spokane.com. The documents filed by North Valley may also be obtained by requesting them in writing at North Valley Bancorp, 300 Park Marina Circle, Redding, CA 96001 or by telephone at (530) 226-2900. In addition, investors and security holders may access copies of the documents filed with the Securities and Exchange Commission by North Valley on its website at www.northvalleybank.com.

Sterling, North Valley and their respective officers and directors may be deemed to be participants in the solicitation of proxies from the security holders of North Valley with respect to the transactions contemplated by the proposed merger. Information regarding Sterling’s officers and directors is included in Sterling’s proxy statement for its 2007 annual meeting of shareholders filed with the Securities and Exchange Commission on March 15, 2007. Information regarding North Valley’s officers and directors is included in North Valley’s proxy statement for its 2006 annual meeting of shareholders filed with the Securities and Exchange Commission on April 25, 2006. A description of the interests of the directors and executive officers of Sterling and North Valley in the merger will be set forth in North Valley’s proxy statement/prospectus and other relevant documents filed with the Securities and Exchange Commission when they become available.

Item 9.01 Financial Statements and Exhibits.

99.1

Joint Press Release dated April 11, 2007.

	99.2		Slide presentation of Sterling dated April 11, 2007.

	99.3		Memo from Sterling to its employees dated April 11, 2007.

	99.4		Memo from North Valley to its employees dated April 11, 2007.

* * *

This Form 8-K and the Exhibits hereto may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about: (i) the benefits of the merger between Sterling and North Valley, including future financial and operating results, cost savings, enhancements to revenue and accretion to reported earnings that may be realized from the merger; (ii) Sterling’s or North Valley’s plans, objectives, expectations and intentions and other statements that are not historical facts; and (iii) other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” or words of similar meaning generally intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of the management of Sterling and North Valley and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements because of numerous possible uncertainties.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Sterling and North Valley may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities and cost savings from the merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer losses and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4) governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; (5) the shareholders of North Valley may fail to approve the merger; (6) adverse governmental or regulatory policies may be enacted; (7) the interest rate environment may further compress margins and adversely affect net interest income; (8) results may be adversely affected by continued diversification of assets and adverse changes to credit quality; (9) competition from other financial services companies in Sterling’s and North Valley’s markets could adversely affect operations; and (10) an economic slowdown could adversely affect credit quality and loan originations. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Sterling’s and North Valley’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission and available at the SEC’s website at www.sec.gov.

Sterling cautions that the foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Sterling or any person acting on Sterling’s behalf are expressly qualified in their entirety by the cautionary statements above. Sterling does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	STERLING FINANCIAL CORPORATION
	(Registrant)

April 11, 2007	By:	/s/ Daniel G. Byrne
Date		Daniel G. Byrne
		Executive Vice President, Chief Financial Officer and Assistant Secretary

EXHIBIT INDEX


Exhibit No.		Description

99.1		Joint Press Release dated April 11, 2007.

99.2		Slide presentation of Sterling dated April 11, 2007.

99.3		Memo from Sterling to its employees dated April 11, 2007.

99.4		Email from North Valley to its employees dated April 11, 2007.

For Release April 11, 2007 – 5:00 a.m. PDT

STERLING FINANCIAL CORPORATION OF SPOKANE, WA,
ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE
NORTH VALLEY BANCORP OF REDDING, CA

Spokane, WA and Redding, CA – April 11, 2007 – Sterling Financial Corporation (“Sterling”) (NASDAQ:STSA) and North Valley Bancorp (“North Valley”) (NASDAQ:NOVB) announced today that they have entered into a definitive agreement for the merger of North Valley with and into Sterling. With this combination, Sterling strengthens its position in northern California to 38 locations extending from the Oregon border to the San Francisco Bay area. On a pro forma basis, Sterling will operate a total of 196 branches serving the states of Washington, California, Oregon, Idaho and Montana.

TERMS OF THE TRANSACTION

Under the terms of the merger agreement, which has been unanimously approved by the board of directors of each company, each share of North Valley stock will be converted into the right to receive 0.7364 shares of Sterling common stock and $2.80 in cash. Based upon Sterling’s closing price on April 10, 2007 of $30.33 per share, the consideration is equivalent to $25.14 per share of North Valley common stock. Outstanding options to purchase North Valley common stock will be assumed by Sterling and converted into options to purchase Sterling common stock.

Based upon financial data for Sterling and North Valley as of December 31, 2006, taking into account for Sterling’s acquisition of Northern Empire Bancshares, which closed on February 28, 2007, and assuming the completion of Sterling’s proposed acquisition of North Valley, the combined company is expected to have approximately $12.5 billion in total assets, $8.5 billion in deposits, $9.0 billion in loans and a market capitalization of approximately $1.7 billion.

Harold B. Gilkey, chairman and chief executive officer of Sterling, stated, “The opportunity to bring North Valley into the Sterling family goes a long way to solidifying our position in the western United States. The North Valley branch network is a great geographic fit, filling in the

current gap between our branches along the Oregon border and our newly acquired locations in California’s Sonoma County. But more importantly, the companies share a commitment to community, a strong customer service culture and an appetite for continuous improvement. The management and performance of North Valley has been impressive, particularly with respect to their ability to generate an exceptional core deposit base in a competitive environment for deposits. We believe that the best practices of both organizations will allow the combined company to better serve the businesses and consumers of our target markets.”

The transaction is valued at approximately $196.2 million and is expected to close in the third quarter of 2007, pending North Valley shareholder approval, regulatory approvals and satisfaction of other customary closing conditions. The transaction is expected to be modestly accretive to Sterling’s earnings per share in 2008. Following the completion of the merger, North Valley shareholders will own approximately 10% of the combined company.

“We’re excited to become part of Sterling, a successful organization that has been able to expand and build resources throughout the Western United States while continuing to focus on the personal service and attention that our customers have come to expect,” said Mike Cushman, president and chief executive officer of North Valley. “Coupled with a higher legal lending limit, the broader array of products and services offered by Sterling will enable us to continue to meet the needs of our current customer base and identify a whole new group of customers throughout northern California. We believe that this combination will provide exceptional long-term value for our shareholder base.”

DELIVERING SIGNIFICANT VALUE TO SHAREHOLDERS

Based upon analysis using First Call estimates for both companies, the merger is expected to be modestly accretive to Sterling’s operating earnings per share in 2008. This analysis includes the impact of merger-related expenses associated with the transaction and incorporates identified synergies expected to be realized in the combination.

CONTINUITY OF MANAGEMENT TEAM

Mike Cushman, North Valley’s president and chief executive officer; Scott Louis, its chief operating officer; and Roger Nash, its chief credit officer, have agreed to enter into three-year employment contracts with Sterling and will remain with the combined company. One member of North Valley’s board of directors, J.M. “Mike” Wells, Jr., will join the board of Sterling

Financial Corporation. All other North Valley board members will be invited to serve on Sterling’s California advisory board for at least one year.

CONFERENCE CALL INFORMATION

Sterling and North Valley will host a conference call for investors, analysts and other interested parties on April 11, 2007, at 9:30 a.m. PDT (12:30 a.m. EDT). Participants will include:

	•		Harold B. Gilkey, Chairman and Chief Executive Officer of Sterling

	•		Michael J. Cushman, President and Chief Executive Officer of North Valley

	•		Daniel G. Byrne, Executive Vice President and Chief Financial Officer of Sterling

Investors, analysts and other interested parties may access the teleconference at 210-839-8725 and use the password “STERLING.” A replay will be available from approximately one hour after the call on April 11 through July 15 at 11:59 p.m. PDT. The replay number is 402-220-0301. In addition, Sterling has prepared an investor presentation to accompany the audio call, which is available via the Internet at www.sterlingfinancialcorporation-spokane.com. Sterling’s Investor Relations site contains the investor presentation, as well as the link to the audio webcast for the Wednesday morning conference call.

North Valley is being advised in this transaction by Sandler O’Neill & Partners, L.P. This firm has provided advice to Sterling in the past.

ABOUT STERLING

Sterling Financial Corporation of Spokane, Washington, is a bank holding company, of which the principal operating subsidiaries are Sterling Savings Bank and Golf Savings Bank. Sterling Savings Bank is a Washington State-chartered, federally insured commercial bank, which opened in April 1983 as a stock savings and loan association. Sterling Savings Bank, based in Spokane, Washington, has financial service centers throughout Washington, California, Oregon, Idaho and Montana. Through Sterling Savings Bank’s wholly owned subsidiaries, Action Mortgage Company and INTERVEST-Mortgage Investment Company, it operates loan production offices throughout the western United States. Sterling Savings Bank’s subsidiary Harbor Financial Services provides non-bank investments, including mutual funds, variable annuities and tax-deferred annuities and other investment products through regional representatives throughout Sterling Savings Bank’s branch network.

Golf Savings Bank is a Washington State-chartered and FDIC insured savings bank. Golf Savings Bank’s primary focus is the origination of single-family residential mortgage loans.

ABOUT NORTH VALLEY

Founded in 1972, North Valley is a bank holding company headquartered in Redding, California. Its subsidiary, North Valley Bank (“NVB”), operates 25 commercial banking offices in Shasta, Humboldt, Del Norte, Mendocino, Yolo, Solano, Sonoma, Placer and Trinity counties in northern California, including two in-store supermarket branches and seven Business Banking Centers. North Valley, through NVB, offers a wide range of consumer and business banking deposit products and services including Internet banking and cash management services. In addition to these depository services, NVB engages in a full complement of lending activities including consumer, commercial and real estate loans. Additionally, NVB has SBA Preferred Lender status and provides investment services to its customers.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

Sterling intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, and North Valley expects to mail a proxy statement/prospectus to its security holders, containing information about the transaction. Investors and security holders of Sterling and North Valley are urged to read the proxy statement/prospectus and other relevant materials when they become available because they will contain important information about Sterling, North Valley and the proposed merger. In addition to the registration statement to be filed by Sterling and the proxy statement/prospectus to be mailed to the security holders of North Valley, Sterling and North Valley file annual, quarterly and current reports, proxy statements and other information with the SEC. Investors and security holders may obtain a free copy of the proxy statement/prospectus and other relevant documents (when they become available) and any other documents filed with the SEC at its website at www.sec.gov. These documents may also be obtained free of charge from Sterling by requesting them in writing at Sterling Financial Corporation, 111 North Wall Street, Spokane, WA 99201, or by telephone at (509) 227-5389. In addition, investors and security holders may access copies of the documents filed with the SEC by Sterling on its website at www.sterlingfinancialcorporation-spokane.com. The documents filed by North Valley may also be obtained by requesting them in writing at North Valley Bancorp, 300 Park Marina Circle, Redding, California 96099, or by telephone at (530) 226-2900. In addition, investors and security holders may access copies of the documents filed with the SEC by North Valley on its website at www.northvalleybank.com.

Sterling, North Valley and their respective officers and directors may be deemed to be participants in the solicitation of proxies from the security holders of North Valley with respect to the transactions contemplated by the proposed merger. Information regarding Sterling’s officers and directors is included in Sterling’s proxy statement for its 2007 annual meeting of shareholders filed with the SEC on March 15, 2007. Information regarding North Valley’s officers and directors is included in North Valley’s proxy statement for its 2006 annual meeting of shareholders filed with the SEC on April 25, 2006, and will be included in North Valley’s proxy statement for its 2007 annual meeting of shareholders when it becomes available. A description of the interests of the directors and executive officers of Sterling and North Valley in the merger

will be set forth in North Valley’s proxy statement/prospectus and other relevant documents filed with the SEC when they become available.

FORWARD-LOOKING STATEMENTS

Except for historical information, all other information in this press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about: (i) the benefits of the merger between Sterling and North Valley, including future financial and operating results, cost savings, enhancements to revenue and accretion to reported earnings that may be realized from the merger; (ii) Sterling’s and North Valley’s plans, objectives, expectations and intentions and other statements contained in this presentation that are not historical facts; and (iii) other statements identified by words such as ''expects,’’ ’’anticipates,’’ ''intends,’’ ''plans,’’ ''believes,’’ ''seeks,’’ ''estimates,’’ or words of similar meaning generally intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of the management teams of Sterling and North Valley, and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond management’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements because of numerous possible uncertainties.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Sterling and North Valley may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities or cost savings from the merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer losses and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4)governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; (5) the shareholders of North Valley may fail to approve the merger; (6) adverse governmental or regulatory policies may be enacted; (7) the interest rate environment may further compress margins and adversely affect net interest income; (8) results may be adversely affected by continued diversification of assets and adverse changes to credit quality; (9) competition from other financial services companies in Sterling’s and North Valley’s markets could adversely affect operations; and (10) an economic slowdown could adversely affect credit quality and loan originations. Additional factors, that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Sterling’s and North Valley’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the SEC and available on the SEC’s website at www.sec.gov. The documents filed with the SEC by Sterling, may also be obtained free of charge from Sterling by requesting them in writing at Sterling Financial Corporation, 111 North Wall Street, Spokane, WA 99201, or by telephone at (509) 227-5389. In addition, investors and security holders may access copies of the documents filed with the SEC by Sterling on its website at www.sterlingfinancialcorporation-spokane.com. The documents filed with the SEC by North Valley may also be obtained free of charge from North Valley by requesting them in writing at North Valley Bancorp, 300 Park Marina Circle, Redding, CA 96002, or by telephone at (530) 226-2900. In addition, investors and security holders may access copies of the documents filed with the SEC by North Valley on its website at www.northvalleybank.com.

Sterling and North Valley caution that the foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Sterling or North Valley or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Sterling and North Valley do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.


Sterling Contacts:		Sterling Financial Corporation
		Harold B. Gilkey
		Chairman and Chief Executive Officer
		509-354-8186

		Daniel G. Byrne
		EVP, Chief Financial Officer
		509-458-3711

Media Contact:		Jennifer Lutz
		Public Relations Administrator
		509-368-2032

North Valley Contacts:		North Valley Bancorp
		Michael J. Cushman
		President and Chief Executive Officer
		530-226-2900

		Kevin R. Watson
		EVP and Chief Financial Officer
		530-226-2900

Exhibit 99.3


DATE:		April 11, 2007

TO:		All Employees

FROM:		Harold Gilkey, Chairman and Chief Executive Officer Heidi Stanley, Chief Operating Officer, Sterling Savings Bank

RE:		North Valley Bancorp Acquisition

Sterling staff,

As some of you have seen, Sterling announced an exciting merger this morning. We are planning to merge with North Valley Bancorp, the holding company for North Valley Bank, adding 25 branches to the Sterling family. The full list of new branches is included below. These branches are located throughout northern California to the southern border of Oregon. We are pleased that the employees, customers and shareholders of North Valley may be joining the Sterling family. The merger with North Valley is a perfect fit for both companies. In addition to the financial aspects, Sterling and North Valley match up very well culturally. The opportunities from this merger are positive for both companies, as well as the communities they serve.

We are thrilled with the decision of North Valley’s Board of Directors decision to partner with Sterling. This partnership is a natural extension for Sterling, immediately expanding our growth prospects in northern California. North Valley has a strong branch system and is strong in core deposits. They also have an attractive business banking platform that will accelerate the platform for the recently acquired Sonoma footprint. North Valley has a great management team and their leaders have agreed to join the Sterling family and help lead Sterling in the California market together with Debbie Meekins and her team in Santa Rosa, California.

With this merger, the combined company is expected to have a record $12.5 billion in total assets, deposits in excess of $8.5 billion, loans in excess of $8.9 billion and a market capitalization of $1.7 billion, using December 31, 2006 balances for both companies and including our acquisition of Sonoma National Bank.

In the weeks ahead, you will hear much more about this exciting development with North Valley. We anticipate that this merger will close in the third quarter of 2007, pending North Valley shareholder approval, regulatory approvals and satisfaction of other customary closing conditions, and we will continue to update all of you on timing as we finalize details. We appreciate your commitment and support as we take this new step towards becoming the leading regional community bank in the western United States by all measures.

On a personal note, Sterling is good at the integration of acquisitions – it takes a team effort and you are just the team to do it! Since 1983, Sterling has successfully integrated 20 companies, including Northern Empire, which closed in February 2007. You are doing a great job, and we truly appreciate all of your efforts every day!

We are excited about this merger and the opportunities it provides to all of us. We welcome all of the employees, customers and shareholders of North Valley into the Sterling family and look forward to the opportunities that lay ahead from this merger.

Sincerely,



Harold B. Gilkey		Heidi B. Stanley
Chairman and CEO,		Vice Chairman and COO,
Sterling Financial Corporation		Sterling Savings Bank

North Valley Branch Locations

	•		Anderson

	•		Cottonwood

	•		Crescent City

	•		Eureka – 2 locations

	•		Fairfield

	•		Ferndale

	•		Garberville

	•		Hayfork

	•		McKinleyville

	•		Palo Cedro

	•		Redding – 7 locations

	•		Roseville

	•		Santa Rosa

	•		Shasta Lake

	•		Ukiah

	•		Weaverville

	•		Willits

	•		Woodland

CONFERENCE CALL INFORMATION

Sterling Financial Corporation (“Sterling”) and North Valley Bancorp (“North Valley”) will host a conference call for investors, analysts and other interested parties on April 11, 2007, at 9:30 a.m. PT (12:30 p.m. ET). Participants will include:

	•		Harold B. Gilkey, Chairman and Chief Executive Officer of Sterling

	•		Michael J. Cushman, President and Chief Executive Officer of North Valley

	•		Daniel G. Byrne, Executive Vice President and Chief Financial Officer of Sterling

Investors, analysts and other interested parties may access the teleconference at 210-839-8725 and use the password “STERLING.” A replay will be available from approximately 11:00 a.m. PDT on April 11 until July 15 at midnight PDT. The replay number is 402-220-0301. In addition, Sterling has prepared an investor presentation to accompany the audio call, which is available via the Internet at www.sterlingfinancialcorporation-spokane.com. The Investor Relations site contains the investor presentation, as well as the link to the audio web cast for the Wednesday morning conference call.

North Valley is being advised in this transaction by Sandler O’Neill & Partners, L.P. This firm has provided advice to Sterling in the past.

ABOUT STERLING

Sterling Financial Corporation of Spokane, Washington, is a bank holding company of which the principal operating subsidiaries are Sterling Savings Bank and Golf Savings Bank. Sterling Savings Bank is a Washington State-chartered, federally insured commercial bank, which opened in April 1983 as a stock savings and loan association. Sterling Savings Bank, based in Spokane, Washington, has financial service centers throughout Washington, Oregon, Idaho, Montana and California. Through Sterling Savings Bank’s wholly owned subsidiaries, Action Mortgage Company and INTERVEST-Mortgage Investment Company, it operates loan production offices throughout the western region. Sterling Savings Bank’s subsidiary Harbor Financial Services provides non-bank investments, including mutual funds, variable annuities and tax-deferred annuities and other investment products through regional representatives throughout Sterling Savings Bank’s branch network.

Golf Savings Bank is a Washington State-chartered and FDIC insured savings bank. Golf Savings Bank’s primary focus is the origination of single-family residential mortgage loans.

ABOUT NORTH VALLEY

Founded in 1972, North Valley Bancorp is a bank holding company headquartered in Redding, California. Its subsidiary, North Valley Bank (“NVB”), operates 25 commercial banking offices in Shasta, Humboldt, Del Norte, Mendocino, Yolo, Solano, Sonoma, Placer and Trinity counties in northern California, including two in-store supermarket branches and seven Business Banking Centers. North Valley, through NVB, offers a wide range of consumer and business banking deposit products and services including Internet banking and cash management services. In addition to these depository services, NVB engages in a full complement of lending activities including consumer, commercial and real estate loans. Additionally, NVB has SBA Preferred Lender status and provides investment services to its customers.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

Sterling, North Valley and their respective officers and directors may be deemed to be participants in the solicitation of proxies from the security holders of North Valley with respect to the transactions contemplated by the proposed merger. Information regarding Sterling’s officers and directors is included in Sterling’s proxy statement for its 2007 annual meeting of shareholders filed with the SEC on March 15, 2007. Information regarding North Valley’s officers and directors is included in North Valley’s proxy statement for its 2006 annual meeting of shareholders filed with the SEC on April 25, 2006, and will be included in North Valley’s proxy statement for its 2007 annual meeting of shareholders when it becomes available. A description of the interests of the directors and executive officers of Sterling and North Valley in the merger will be set forth in North Valley’s proxy statement/prospectus and other relevant documents filed with the SEC when they become available.

FORWARD-LOOKING STATEMENTS

Except for historical information, all other information in this memo contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about: (i) the benefits of the merger between Sterling and North Valley, including future financial and operating results, cost savings, enhancements to revenue and accretion to reported earnings that may be realized from the merger; (ii) Sterling’s and North Valley’s plans, objectives, expectations and intentions and other statements contained in this presentation that are not historical facts; and (iii) other statements identified by words such as ''expects,’’ ''anticipates,’’ ''intends,’’ ''plans,’’ ’’believes,’’ ''seeks,’’ ''estimates,’’ or words of similar meaning generally intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of the management teams of Sterling and North Valley, and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond management’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements because of numerous possible uncertainties.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Sterling and North Valley may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities or cost savings from the merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer losses and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4)governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; (5) the shareholders of North Valley may fail to approve the merger; (6) adverse governmental or regulatory policies may be enacted; (7) the interest rate environment may further compress margins and adversely affect net interest income; (8) results may be adversely affected by continued diversification of assets and adverse changes to credit quality; (9) competition from other financial services companies in Sterling’s and North Valley’s markets could adversely affect operations; and (10) an economic slowdown could adversely affect credit quality and loan originations. Additional factors, that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Sterling’s and North Valley’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the SEC and available on the SEC’s website at www.sec.gov. The documents filed with the SEC by Sterling, may also be obtained free of charge from Sterling by requesting them in writing at Sterling Financial Corporation, 111 North Wall Street, Spokane, WA 99201, or by telephone at (509) 227-5389. In addition, investors and security holders may access copies of the documents filed with the SEC by Sterling on its website at www.sterlingfinancialcorporation-spokane.com. The documents filed with the SEC by North Valley may also be obtained free of charge from North Valley by requesting them in writing at North Valley Bancorp, 300 Park Marina Circle, Redding, CA 96002, or by telephone at (530) 226-2900. In addition, investors and security holders may access copies of the documents filed with the SEC by North Valley on its website at www.northvalleybank.com.

Exhibit 99.4


DATE:		April 11, 2007

TO:		All Employees

FROM:		Michael J. Cushman, President and Chief Executive Officer

SUBJECT:		Sterling Financial Corporation and North Valley Bancorp Merger

As some of you may have seen this morning, we have made an exciting announcement that North Valley has agreed to merge with Sterling Financial Corporation of Spokane, Washington. We are extremely pleased to have the opportunity to partner with Sterling. Sterling’s size, array of products, technology, delivery systems, lending capabilities and understanding of the western United States will allow us to serve a broader segment of the market, opening doors to many opportunities for future growth.

This acquisition is a reflection on the fine performance of our employees. North Valley and Sterling have similar cultures, attractive financial results, low integration risk and expansion opportunities leading to building a bank for all of California, all of which were significant factors in our decision.

We know that you may have many immediate questions as to how this change will affect you. Our goal is to keep the communication lines open and we are committed to making the transition as smooth as possible for you.

We are asking you to take some time over the next couple of weeks to write down your individual questions and to forward your questions to your immediate supervisor/manager by April 30, 2007. He or she will then send them to Scott Louis. In the beginning of May, we will begin the process of summarizing the questions and will work with Sterling to provide you with a written response. We are confident that between our team and the team at Sterling, we will get you the information you need.

In the meantime, you are likely to get customer questions or reactions immediately. Attached is a list of questions and answers that will help you address the most typical questions from your customers. It is important that we ease their minds and make this transition transparent to the customer.

On a personal note, I want to reassure you that we believe this is a great opportunity for all of us here at North Valley. As these two teams join, Scott Louis, Roger Nash and I are committed to you and will continue as your management team as we join Sterling. Sterling welcomes the North Valley employees, customers and shareholders into its family and looks forward to the opportunities that lie ahead with this merger.

Sincerely,

Michael J. Cushman
President and Chief Executive Officer, North Valley Bancorp

Speaking Points for Responding to Customer Inquiries

How will customers be affected?

At this point, it is business as usual for our customers. This transition should be transparent for them, with the exception of us being able to offer many new products and services in the near future. Both Sterling and North Valley understand that communication is essential. After receipt of shareholder and regulatory approval and satisfaction of other customary closing conditions, Sterling will notify customers about any changes in products, procedures or benefits affecting customer accounts.

How will the customers be officially notified?

Sterling will contact all of our current customers. However, it is likely that most of them will initially hear about the acquisition through the media. Communication from Sterling will happen after receipt of shareholder and regulatory approval and satisfaction of other customary closing conditions.

Why is this merger a good opportunity for North Valley?

Customers will have access to a wider array of products and services. They will also have added convenience with a broader branch network throughout the western United States. Sterling currently has over 170 branches located throughout Washington, Oregon, Idaho, Montana and California. Shareholders and employees will have a stronger company poised to meet the challenges of the future.

Why merge with Sterling?

Both community banks have similar philosophies and cultural values. Sterling’s size, array of products, technology, delivery systems, lending capabilities and prior merger experience lead us to believe in a smooth, natural transition and integration between the two banks.

What is the plan for keeping branches open?

Both North Valley and Sterling have a strong retail branch network. The plan is to keep the network intact while increasing the products and services each branch is able to offer. We are excited for the growth potential and the advantages that our customers will experience with increased banking services.

What is the plan for continuing employment?

It is safe to say that there are still many things to be decided. Fortunately, we have a thoughtful and resourceful team dedicated to making correct decisions, not hasty ones. The short answer to this question is: it is business as usual. The longer answer is since our expected close date is in August or September, we have time to gather all the necessary data to make well-informed decisions. Nothing has been determined, but we anticipate there will be some consolidation of back-office functions. We know this is of concern, and will provide you the latest information when decisions have been made.

When will the acquisition be completed?
The scheduled closing date of the transaction is scheduled for third quarter 2007 pending receipt of shareholder and regulatory approval and satisfaction of other customary closing conditions.

Who do I go to if I have additional questions?

Don’t hesitate to ask questions! We strongly urge you to write down your questions or concerns and submit them directly to Scott Louis. We will begin to prepare Q&As in the next couple of weeks.

CONFERENCE CALL INFORMATION

	•		Harold B. Gilkey, Chairman and Chief Executive Officer of Sterling

	•		Michael J. Cushman, President and Chief Executive Officer of North Valley

	•		Daniel G. Byrne, Executive Vice President and Chief Financial Officer of Sterling

Investors, analysts and other interested parties may access the teleconference at 210-839-8725 and use the password “STERLING.” A replay will be available from approximately 11:00 a.m. PDT on April 11 until July 15 at midnight PDT. The replay number is 402-220-0301. In addition, Sterling has prepared an investor presentation to accompany the audio call, which is available via the Internet at www.sterlingfinancialcorporation-spokane.com. The Investor Relations site contains the investor presentation, as well as the link to the audio web cast for the Wednesday morning conference call.

North Valley is being advised in this transaction by Sandler O’Neill & Partners, L.P. This firm has provided advice to Sterling in the past.

ABOUT STERLING

Golf Savings Bank is a Washington State-chartered and FDIC insured savings bank. Golf Savings Bank’s primary focus is the origination of single-family residential mortgage loans.

ABOUT NORTH VALLEY

ADDITIONAL INFORMATION AND WHERE TO FIND IT

Sterling, North Valley and their respective officers and directors may be deemed to be participants in the solicitation of proxies from the security holders of North Valley with respect to the transactions contemplated by the proposed merger. Information regarding Sterling’s officers and directors is included in Sterling’s proxy statement for its 2007 annual meeting of shareholders filed with the SEC on March 15, 2007. Information regarding North Valley’s officers and directors is included in North Valley’s proxy statement for its 2006 annual meeting of shareholders filed with the SEC on April 25, 2006, and will be included in North Valley’s proxy statement for its 2007 annual meeting of shareholders when it becomes available. A description of the interests of the directors and executive officers of Sterling and North Valley in the merger will be set forth in North Valley’s proxy statement/prospectus and other relevant documents filed with the SEC when they become available.

FORWARD-LOOKING STATEMENTS

opportunities or cost savings from the merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer losses and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4)governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; (5) the shareholders of North Valley may fail to approve the merger; (6) adverse governmental or regulatory policies may be enacted; (7) the interest rate environment may further compress margins and adversely affect net interest income; (8) results may be adversely affected by continued diversification of assets and adverse changes to credit quality; (9) competition from other financial services companies in Sterling’s and North Valley’s markets could adversely affect operations; and (10) an economic slowdown could adversely affect credit quality and loan originations. Additional factors, that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Sterling’s and North Valley’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the SEC and available on the SEC’s website at www.sec.gov. The documents filed with the SEC by Sterling, may also be obtained free of charge from Sterling by requesting them in writing at Sterling Financial Corporation, 111 North Wall Street, Spokane, WA 99201, or by telephone at (509) 227-5389. In addition, investors and security holders may access copies of the documents filed with the SEC by Sterling on its website at www.sterlingfinancialcorporation-spokane.com. The documents filed with the SEC by North Valley may also be obtained free of charge from North Valley by requesting them in writing at North Valley Bancorp, 300 Park Marina Circle, Redding, CA 96002, or by telephone at (530) 226-2900. In addition, investors and security holders may access copies of the documents filed with the SEC by North Valley on its website at www.northvalleybank.com.

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