0001104659-03-010331 Sample Contracts

WESTERN SIERRA BANCORP NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • May 15th, 2003 • Western Sierra Bancorp • State commercial banks

This Nonqualified Stock Option Agreement (the “Agreement”) is made and entered into as of the first day of January, 2002, by and between Western Sierra Bancorp, a California corporation (the “Bancorp”), and Chuck Bacchi, (“Optionee”);

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WESTERN SIERRA BANCORP INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • May 15th, 2003 • Western Sierra Bancorp • State commercial banks

This Incentive Stock Option Agreement (the “Agreement”) is made and entered into as of the 25th day of April , 2002 , by and between Western Sierra Bancorp, a California corporation (the “Bancorp”), and Kirk Dowdell (“Optionee”);

CREDIT AGREEMENT
Credit Agreement • May 15th, 2003 • Western Sierra Bancorp • State commercial banks • California

THIS AGREEMENT is entered into as of April 10, 2003, by and between WESTERN SIERRA BANCORP, a California corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • May 15th, 2003 • Western Sierra Bancorp • State commercial banks • California

This Agreement is made and entered into this 1st day of June, 2002, by and between Western Sierra National Bank, a national banking association (the “Employer”), and Phillip S. Wood, an individual residing in the State of California (hereinafter referred to as the “Executive”).

INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • May 15th, 2003 • Western Sierra Bancorp • State commercial banks

This Incentive Stock Option Agreement (the “Agreement”) is made and entered into as of the 20th day of March, 2003, by and between Western Sierra Bancorp, a California corporation (the “Bancorp”), and Anthony Gould (“Optionee”);

WESTERN SIERRA NATIONAL BANK SALARY CONTINUATION AGREEMENT
Western Sierra National • May 15th, 2003 • Western Sierra Bancorp • State commercial banks • California

This Agreement is amended and restated this 22nd day of August, 2002, by and between Western Sierra National Bank, a national banking association located in Cameron Park, California (the “Company”) and Gary D. Gall (the “Executive”).

EXECUTIVE SALARY CONTINUATION AGREEMENT
Executive Salary Continuation Agreement • May 15th, 2003 • Western Sierra Bancorp • State commercial banks • California

This Agreement is amended and restated this first day of February, 2002, by and between Western Sierra National Bank, a national banking association located in Cameron Park, California (the “Employer”) and Kirk N. Dowdell (the “Executive”).

ROSEVILLE 1ST NATIONAL BANK SALARY CONTINUATION AGREEMENT
Continuation Agreement • May 15th, 2003 • Western Sierra Bancorp • State commercial banks • California

THIS AGREEMENT is made this 1st day January, 1998, by and between the ROSEVILLE 1ST NATIONAL BANK, a national banking association located in Roseville, California (the “Company”) and DOUGLAS A. NORDELL (the “Executive”).

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