Premier Valley Bank and Yosemite Bank Merge

FRESNO, CA & MARIPOSA, CA – Premier Valley Bank and Yosemite Bank today announced that they have signed a definitive agreement under which Premier Valley Bank will acquire all of the outstanding shares of Yosemite Bank.

Under the terms of the definitive agreement, Premier Valley Bank ($204 million in assets) will pay $32.00 in cash for each Yosemite Bank ($165 million in assets) share outstanding. Yosemite Bank will merge with and into Premier Valley Bank and will continue to operate under the Yosemite Bank brand as a division of Premier Valley Bank. In addition, the agreement allows Yosemite Bank shareholders to receive a special dividend of approximately $2.3 million prior to closing, as well as regular quarterly dividends through closing. The total transaction value is approximately $28 million.

The boards of both companies have unanimously approved the transaction, which is subject to regulatory approval and Yosemite Bank shareholder approval, as well as other conditions of closing, including a requirement that Premier Valley Bank raise at least $12 million in equity. The transaction is expected to close in the first quarter of 2005 and is projected to be accretive to Premier Valley Bank’s 2005 earnings.

J. Mike McGowan, President and Chief Executive Officer of Premier Valley Bank, stated, “Yosemite Bank is a great strategic fit that provides us with a unique opportunity to combine with a bank that has built an excellent reputation over the years. With this contiguous expansion opportunity, PVB will enter four additional California markets, with critical mass in Mariposa County.”

Thomas C. Dowlan, President and Chief Executive Officer of Yosemite Bank, explained, “Both of our organizations place great value on community involvement, employee development and customer relationships. We are very excited to join the Premier Valley Bank team and leverage our franchise with greater resources to better serve our customers.”

Premier Valley Bank was represented by RBC Capital Markets as its financial adviser, and Bingham McCutchen LLP served as legal counsel. Hoefer & Arnett, Inc. acted as financial adviser for Yosemite Bank, while Nixon Peabody LLP provided legal counsel.

About Premier Valley Bank
Premier Valley Bank is a full service bank known as “THE Business and Professional Bank” in the Greater Fresno, California Area. The Bank’s Directors are Jerry E. Cook; Mateo F. De Soto, M.D.; Surinder P. Dhillon, M.D.; Linda F. East; Richard H. Lehman; Michael S. Mathiesen; J. Mike McGowan; Thomas G. Richards; and Joe Williams.

About Yosemite Bank
Yosemite Bank has been “serving the Sierra” since 1977 and, through its four branches, is engaged in substantially all of the business operations customarily conducted by independent commercial banks in California. The Bank’s Directors are James Bardini; Kenneth Berg; Joy Claiborne, CPA; Thomas C. Dowlan; Tim O’Neill; Neil A. Stonum; and Stephen R. Welch.

Cautionary Statement: This release may contain certain forward-looking statements that are subject to risks and uncertainties that could cause actual results and events to differ materially from those stated herein. Words such as “anticipate,” “believe,” “estimate,” “expect,” “should,” “intend,” “project,” and words or phrases of similar meaning are intended to identify forward-looking statements. Management’s assumptions and projections are based on their anticipation of future events and actual performance may differ materially from those projected.