0001193125-06-227394 Sample Contracts

WAIVER AGREEMENT
Waiver Agreement • November 8th, 2006 • Placer Sierra Bancshares • State commercial banks • California

This Waiver Agreement (“Waiver Agreement”) is entered into on August 18, 2006, by and between PLACER SIERRA BANK, a California banking corporation (the “Bank”), and FRANK J. MERCARDANTE (“Executive”).

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AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Release Agreement • November 8th, 2006 • Placer Sierra Bancshares • State commercial banks

This Amendment (the “Amendment”) is entered into on October 17, 2006, by and between PLACER SIERRA BANCSHARES (“Bancshares”), and RONALD W. BACHLI (the “Participant”), and amends, effective January 1, 2006 (except as otherwise noted), the Supplemental Executive Retirement Plan (the “Plan”) adopted by Bancshares’ predecessor First California Bancshares by instrument dated May 14, 2003, and accepted by the Participant on May 20, 2003.

SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 8th, 2006 • Placer Sierra Bancshares • State commercial banks

This Amendment (the “Amendment”) to that certain Amended and Restated Employment Agreement dated as of January 1, 2006, as previously amended (the “Agreement”) is made and entered into on October 17, 2006, effective as of January 1, 2006 (the “Effective Date”) by and between Placer Sierra Bancshares, a California corporation (the “Company”) and Ronald W. Bachli (the “Executive”) (collectively sometimes referred to as the “Parties”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 8th, 2006 • Placer Sierra Bancshares • State commercial banks • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of August 14, 2006 (the “Effective Date”) by and between PLACER SIERRA BANCSHARES, a California corporation (the “Company”) and FRANK J. MERCARDANTE (the “Executive”) (collectively sometimes referred to as the “Parties”).

AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 8th, 2006 • Placer Sierra Bancshares • State commercial banks

This Amendment (the “Amendment”) to that certain Amended and Restated Employment Agreement dated as of January 1, 2006 (the “Agreement”) is made and entered into as of August 14, 2006 (the “Effective Date”) by and between Placer Sierra Bancshares, a California corporation (the “Company”) and Ronald W. Bachli (the “Executive”) (collectively sometimes referred to as the “Parties”).

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