0001193125-04-110641 Sample Contracts

EMPLOYMENT AGREEMENT
Release Agreement • June 29th, 2004 • Placer Sierra Bancshares • State commercial banks • California

THIS AGREEMENT (the “Agreement”) is made and entered into as of June 21, 2004 (the “Effective Date”) by and between PLACER SIERRA BANK, a California banking corporation (“Bank”) and KEVIN BARRI (“Employee”) (collectively sometimes referred to as the “Parties”):

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AGREEMENT FOR INFORMATION TECHNOLOGY SERVICES BETWEEN CALIFORNIA COMMUNITY BANCSHARES, INC. AND AURUM TECHNOLOGY INC.
Additional Services • June 29th, 2004 • Placer Sierra Bancshares • State commercial banks

The monthly service fee for Basic Services is based on the volume of the described services multiplied by the unit cost/charge for that service. A base fee will be invoiced by Aurum and payable in advance. Amounts due as a result of excess volume will be invoiced and payable in arrears.

NETWORK SERVICES AGREEMENT
Network Services Agreement • June 29th, 2004 • Placer Sierra Bancshares • State commercial banks • California

THIS NETWORK SERVICES AGREEMENT (this “Agreement”) is entered into effective as of the date provided in Section 1.19 below, by and between U.S. BANK N.A., with its principal place of business at 601 Second Avenue South, Minneapolis, Minnesota 55402 (“Bank”), and PLACER SIERRA BANK, with its principal place of business at 649 Lincoln Way, Auburn, California 95603 (“Company”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 29th, 2004 • Placer Sierra Bancshares • State commercial banks

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Amendment”) made as of June 28, 2004, by and between Placer Sierra Bancshares, a California corporation formerly known as Placer Capital Co. II (the “Company”) and California Community Financial Institutions Fund Limited Partnership, a California limited partnership (the “Fund”).

PLACER SIERRA BANCSHARES AMENDED AND RESTATED 2002 STOCK OPTION PLAN
Placer Sierra Bancshares • June 29th, 2004 • Placer Sierra Bancshares • State commercial banks • California
EMPLOYMENT AGREEMENT
Release Agreement • June 29th, 2004 • Placer Sierra Bancshares • State commercial banks • California

THIS AGREEMENT (the “Agreement”) is made and entered into as of June 28, 2004 (“Effective Date”), by and among PLACER SIERRA BANCSHARES, a California corporation (“PLSB”), PLACER SIERRA BANK, a California banking corporation (“PSB”), and ROBERT C. CAMPBELL, JR. (“Employee”) (collectively sometimes referred to as the “Parties”):

FORM OF FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • June 29th, 2004 • Placer Sierra Bancshares • State commercial banks • New York

THIS FIRST SUPPLEMENTAL INDENTURE dated as of May , 2004 is by and among U.S. BANK NATIONAL ASSOCIATION (as successor-in-interest to State Street Bank and Trust Company of Connecticut, National Association), a national banking association (herein, together with its successors in trust, the “Trustee”) and PLACER SIERRA BANCSHARES (the “Successor Company”), a California corporation and the successor by merger with SOUTHLAND CAPITAL CO. (the “Existing Issuer”), a California corporation and the “Company” under the Indenture referred to below.

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