GUARANTEE AGREEMENT PLACER SIERRA BANCSHARES Dated as of November 30, 2006Guarantee Agreement • December 6th, 2006 • Placer Sierra Bancshares • State commercial banks • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of November 30, 2006, is executed and delivered by Placer Sierra Bancshares, incorporated in California (the “Guarantor”), and LaSalle Bank National Association, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Placer Statutory Trust IV, a Delaware statutory trust (the “Issuer”).
AMENDED AND RESTATED TRUST AGREEMENT among PLACER SIERRA BANCSHARES, as Depositor DEUTSCHE BANK TRUST COMPANY AMERICAS, as Property Trustee DEUTSCHE BANK TRUST COMPANY DELAWARE, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as...Trust Agreement • March 31st, 2005 • Placer Sierra Bancshares • State commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of November 22, 2004, among (i) Placer Sierra Bancshares, a California corporation (including any successors or permitted assigns, the “Depositor”), (ii) Deutsche Bank Trust Company Americas, a New York banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Ronald W. Bachli, an individual, David E. Hooston, an individual, and Judy Reithmeier, an individual, each of whose address is c/o Placer Sierra Bancshares, 525 J Street, Sacramento, California 95814, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.
JUNIOR SUBORDINATED INDENTURE between PLACER SIERRA BANCSHARES and DEUTSCHE BANK TRUST COMPANY AMERICAS, as TrusteePlacer Sierra Bancshares • March 31st, 2005 • State commercial banks • New York
JUNIOR SUBORDINATED INDENTURE, dated as of November 22, 2004, between PLACER SIERRA BANCORP, a California corporation (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (in such capacity, the “Trustee”).
GUARANTEE AGREEMENT between PLACER SIERRA BANCSHARES, As Guarantor, and DEUTSCHE BANK TRUST COMPANY AMERICAS, As Guarantee Trustee Dated as of November 22, 2004 PLACER STATUTORY TRUST IIIGuarantee Agreement • March 31st, 2005 • Placer Sierra Bancshares • State commercial banks • New York
GUARANTEE AGREEMENT, dated as of November 22, 2004, executed and delivered by PLACER SIERRA BANCSHARES, a California corporation (the “Guarantor”) having its principal office at 525 J Street, Sacramento, California 95814, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Placer Statutory Trust III, a Delaware statutory trust (the “Issuer”).
PLACER SIERRA BANCSHARES SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 2006 • Placer Sierra Bancshares • State commercial banks • New York
Placer Sierra Bancshares, a California corporation (the “Company”), and California Community Financial Institutions Fund Limited Partnership, a California limited partnership (the “Selling Shareholder”), confirm their respective agreements with each of the Underwriters listed on Schedule II hereto (collectively, the “Underwriters”), for whom Friedman, Billings, Ramsey & Co., Inc. is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Selling Shareholder of 5,000,000 shares (the “Initial Shares”) of Common Stock, no par value per share, of the Company (“Common Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Common Stock set forth opposite the names of the Underwriters in Schedule II hereto, and (ii) the grant by the Selling Shareholder to the Underwriters, acting severally and not jointly, of the option described in Section 1(b) hereof to purchase all or any part of
OFFICE LEASE between NNN Sacramento Corporate Center, LLC, a Virginia limited liability company, NNN Sacramento 1, LLC, NNN Sacramento 2, LLC, NNN Sacramento 3, LLC, NNN Sacramento 4, LLC, NNN Sacramento 5, LLC, NNN Sacramento 6, LLC, NNN Sacramento...Office Lease • March 3rd, 2005 • Placer Sierra Bancshares • State commercial banks • California
THIS OFFICE LEASE (“Lease”), dated November 16, 2004, is made and entered into by and between NNN Sacramento Corporate Center, LLC, a Virginia limited liability company, NNN Sacramento 1, LLC, NNN Sacramento 2, LLC, NNN Sacramento 3, LLC, NNN Sacramento 4, LLC, NNN Sacramento 5, LLC, NNN Sacramento 6, LLC, NNN Sacramento 7, LLC, NNN Sacramento 9, LLC, NNN Sacramento 10, LLC, NNN Sacramento 11, LLC, NNN Sacramento 12, LLC, NNN Sacramento 13, LLC, NNN Sacramento 14, LLC, NNN Sacramento 16, LLC NNN Sacramento 17, LLC, each a California limited liability company (collectively “Landlord”) and Placer Sierra Bank, a California banking corporation (“Tenant”) upon the following terms and conditions:
EMPLOYMENT AGREEMENTRelease Agreement • January 6th, 2005 • Placer Sierra Bancshares • State commercial banks • California
THIS AGREEMENT (the “Agreement”) is made and entered into as of January 1, 2005 (the “Effective Date”) by and between PLACER SIERRA BANK, a California banking corporation (“Bank”) and MARSHALL V. LAITSCH (“Employee”) (collectively sometimes referred to as the “Parties”):
EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENTExecutive Supplemental Compensation Agreement • March 31st, 2005 • Placer Sierra Bancshares • State commercial banks • California
This Agreement is made and entered into effective as of August 2, 1999, by and between Bank of Lodi, N.A., a national banking association chartered under the federal laws of the United States of America with its principal offices located in the City of Lodi, San Joaquin County, California (“the Employer”), a wholly-owned subsidiary of First Financial Bancorp (the “Holding Company”) and Allen R. Christenson, an individual residing in the State of California (“the Executive”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • March 31st, 2005 • Placer Sierra Bancshares • State commercial banks • New York
THIS FIRST SUPPLEMENTAL INDENTURE dated as of December 11, 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 FIRST FINANCIAL BANCORP (the “Existing Issuer”), a California corporation and the “Company” under the Indenture referred to below.
EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENTExecutive Supplemental Compensation Agreement • August 8th, 2006 • Placer Sierra Bancshares • State commercial banks • California
This Agreement is made and entered into effective as of October 1, 2002, by and between Southwest Community Bank, with its principal offices located in the City of Carlsbad, California (“the Bank”), and Stuart McFarland, an individual residing in the State of California (“the Executive”).
PLACER SIERRA BANCSHARES SHARES OF COMMON STOCK FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • July 20th, 2004 • Placer Sierra Bancshares • State commercial banks • New York
PLACER CAPITAL CO. II NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • August 17th, 2004 • Placer Sierra Bancshares • State commercial banks • California
TRUSTEE PARENT GUARANTEETrustee Parent Guarantee • June 1st, 2004 • Placer Sierra Bancshares • State commercial banks
GUARANTEE, dated as of December 18, 2001 by State Street Bank and Trust Company, a Massachusetts trust company (the “Guarantor”) to and for the benefit of each person listed on Schedule I hereto (collectively, together with their permitted successors and assigns, the “Beneficiaries” and, individually, a “Beneficiary”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • February 21st, 2006 • Placer Sierra Bancshares • State commercial banks • California
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of February 15, 2006 (this “Agreement”), by and among Placer Sierra Bancshares, a California corporation (“Parent”), and Southwest Community Bancorp, a California corporation (the “Company”).
EMPLOYMENT AGREEMENTRelease Agreement • August 8th, 2006 • Placer Sierra Bancshares • State commercial banks • California
THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) is made and entered into 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”).
STOCK PURCHASE AND GRANT AGREEMENTStock Purchase and Grant Agreement • February 12th, 2004 • Placer Sierra Bancshares • California
THIS STOCK PURCHASE AND GRANT AGREEMENT (this “Agreement”) is entered into as of December 27, 2002, (“Effective Date”), by and among First California Bancshares, a California corporation (the “Company”), and David E. Hooston (the “Executive”). This Agreement is entered into in connection with that certain Employment Agreement which Company and Executive are entering into effective January 1, 2003 (hereinafter the “Employment Agreement”).
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 AGREEMENTNetwork 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”).
AGREEMENT FOR SEVERANCE BENEFITSAgreement for Severance Benefits • March 6th, 2007 • Placer Sierra Bancshares • State commercial banks • California
This Agreement For Severance Benefits (the “Agreement”) is made and entered into by and between Placer Sierra Bancshares, a California corporation (“Parent”) and its wholly owned subsidiary Placer Sierra Bank, a California corporation (the “Bank”) (collectively, the Bank and Parent are sometimes referred to herein as the “Company”) and Lynn Matsuda (“Employee”) (collectively, the Bank, Parent and Employee are sometimes referred to herein as the “Parties” and individually as a “Party”).
AGREEMENT AND PLAN OF REORGANIZATIONAgreement • January 16th, 2007 • Placer Sierra Bancshares • State commercial banks • California
AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) entered into as of the 9th day of January, 2007, by and between PLACER SIERRA BANCSHARES (“Company”), a California corporation, and WELLS FARGO & COMPANY (“Wells Fargo”), a Delaware corporation.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2004 • Placer Sierra Bancshares
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of October 28, 2003 by and between FIRST CALIFORNIA BANCSHARES, a California corporation (“Company”) and DAVID E. HOOSTON (“Executive”) (collectively sometimes referred to as the “Parties”):
January , 2007 Wells Fargo & Company Wells Fargo Center MAC #N9305-173 Sixth and Marquette Minneapolis, MN 55479 Ladies and Gentlemen:Placer Sierra Bancshares • January 16th, 2007 • State commercial banks
We understand that Wells Fargo & Company (“Wells Fargo”) and Placer Sierra Bancshares (the “Company”) intend to enter into an Agreement and Plan of Reorganization (the “Reorganization Agreement”) providing for a business combination between the Company and a wholly-owned subsidiary of Wells Fargo (the “Business Combination”), in which all of the outstanding shares of capital stock of the Company will be exchanged for shares of common stock of Wells Fargo.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2007 • Placer Sierra Bancshares • State commercial banks
This AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into this 21st day of February 2007, by and between PLACER SIERRA BANCSHARES (the “Company”) and DAVID E. HOOSTON (the “Executive”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2004 • Placer Sierra Bancshares
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of October 28, 2003 by and between FIRST CALIFORNIA BANCSHARES, a California corporation (“Company”) and RONALD W. BACHLI (“Executive”) (collectively sometimes referred to as the “Parties”):
AMENDMENT NO. 2 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2005 • Placer Sierra Bancshares • State commercial banks
This Amendment No. 2 to Amended and Restated Registration Rights Agreement (this “Amendment”) is entered into as of December 19, 2005 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”).
STANDARD FORM OFFICE LEASE (BASE YEAR)Office Lease • February 12th, 2004 • Placer Sierra Bancshares • California
EMPLOYMENT AGREEMENTRelease Agreement • January 28th, 2005 • Placer Sierra Bancshares • State commercial banks • California
THIS AGREEMENT (the “Agreement”) is made and entered into as of January 24, 2005 (the “Effective Date”) by and between PLACER SIERRA BANCSHARES, a California corporation (“Company”) and ANGELEE J. HARRIS (“Employee”) (collectively sometimes referred to as the “Parties”):
EMPLOYMENT AGREEMENT AND AGREEMENT FOR SEVERANCE PAYRelease Agreement • April 25th, 2005 • Placer Sierra Bancshares • State commercial banks • California
THIS AGREEMENT (the “Agreement”) is made and entered into as of April 22, 2005 with an effective date as of May 1, 2005 (the “Effective Date”) PLACER SIERRA BANK, a California banking corporation (“Bank”) and ROBERT C. CAMPBELL, JR. (“Employee”) (collectively sometimes referred to as the “Parties”):
SETTLEMENT AGREEMENT AND GLOBAL AMENDMENT TO AGREEMENT FOR INFORMATION TECHNOLOGY SERVICES AND RELATED AGREEMENTSSettlement Agreement • May 8th, 2007 • Placer Sierra Bancshares • State commercial banks • California
This SETTLEMENT AGREEMENT AND GLOBAL AMENDMENT TO AGREEMENT FOR INFORMATION TECHNOLOGY SERVICES AND RELATED AGREEMENTS (this “Agreement”), dated as of March 1, 2007 (the “Effective Date”), is made by and between Aurum Technology Inc. d/b/a Fidelity Integrated Financial Solutions (“Fidelity”) and Placer Sierra Bank (“Customer”).
EXHIBIT D-1 COMPANY VOTING AGREEMENTCompany Voting Agreement • February 21st, 2006 • Placer Sierra Bancshares • State commercial banks • California
This VOTING AGREEMENT (this “Agreement”), dated as of February , 2006, is entered into by and between Placer Sierra Bancshares, a California corporation (“Parent”), and (the “Shareholder”).
WAIVER AGREEMENTWaiver 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”).
RESTRICTED STOCK PURCHASE AND GRANT AGREEMENTRestricted Stock Purchase and Grant Agreement • February 12th, 2004 • Placer Sierra Bancshares • California
THIS RESTRICTED STOCK PURCHASE AND GRANT AGREEMENT (this “Agreement”) is entered into as of December 27, 2002, (the “Effective Date”), by and among First California Bancshares, a California corporation (the “Company”), and Ronald W. Bachli (the “Executive”). This Agreement is entered into in connection with that certain Employment Agreement which Company and Executive are entering into effective January 1, 2003 (hereinafter the “Employment Agreement”).
EMPLOYMENT AGREEMENTRelease Agreement • February 12th, 2004 • Placer Sierra Bancshares • California
THIS AGREEMENT (the “Agreement”) is made and entered into as of January 1, 2003 (the “Effective Date”) by and between FIRST CALIFORNIA BANCSHARES, a California corporation (the “Company”) and DAVID E. HOOSTON (the “Executive”) (collectively sometimes referred to as the “Parties”). This Agreement is entered into in connection with that certain Stock Purchase and Grant Agreement which the Company and the Executive entered into effective as of December 27, 2002 (the “Stock Agreement”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2007 • Placer Sierra Bancshares • State commercial banks
This AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into this 21st day of February 2007, by and between PLACER SIERRA BANK (“Bank”) and KEVIN J. BARRI (“Employee”).
EMPLOYMENT AGREEMENT AND AGREEMENT FOR SEVERANCE PAYRelease Agreement • February 12th, 2004 • Placer Sierra Bancshares • California
THIS AGREEMENT (the “Agreement”) is made and entered into as of September 1, 2003 (the “Effective Date”) by and between PLACER SIERRA BANK, a California banking corporation (“Bank”) and HARVEY FERGUSON (“Employee”) (collectively sometimes referred to as the “Parties”):
