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SIERRA BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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105

14.

REGULATORY MATTERS

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Dividend Restrictions

The Company’s ability to pay cash dividends is dependent on dividends paid to it by the Bank, and is also

limited by state corporation law. The California General Corporation Law allows a California corporation

to pay dividends if the Company’s retained earnings equal at least the amount of the proposed dividend. If

the Company does not have sufficient retained earnings available for the proposed dividend, it may still pay

a dividend to its shareholders if immediately after giving effect to the dividend the sum of the company’s

assets (exclusive of goodwill and deferred charges) would be at least equal to 125% of its liabilities (not

including deferred taxes, deferred income and other deferred liabilities) and the current assets of the

company would be at least equal to its current liabilities, or, if the average of its earnings before taxes on

income and before interest expense for the two preceding fiscal years was less than the average of its interest

expense for the two preceding fiscal years, at least equal to 125% of its current liabilities.

Dividends from the Bank to the Company are restricted under California law to the lesser of the Bank’s

retained earnings or the Bank’s net income for the latest three fiscal years, less dividends previously declared

during that period, or, with the approval of the Department of Business Oversight, to the greater of the

retained earnings of the Bank, the net income of the Bank for its last fiscal year, or the net income of the

Bank for its current fiscal year. As of December 31, 2015, the maximum amount available for dividend

distribution under this restriction was approximately $17,735,000.