GUARANTEE AGREEMENT by and between SOUTHLAND CAPITAL CO. and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION Dated as of December 18, 2001Guarantee Agreement • June 1st, 2004 • Placer Sierra Bancshares • State commercial banks • New York
This GUARANTEE AGREEMENT (this “Guarantee”), dated as of December 18, 2001, is executed and delivered by Southland Capital Co., a California corporation (the “Guarantor”), and State Street Bank and Trust Company of Connecticut, National Association, a national banking association, organized under the laws of the United States of America, 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 Southland Statutory Trust I, a Connecticut statutory trust (the “Issuer”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 1st, 2004 • Placer Sierra Bancshares • State commercial banks • California
THIS AGREEMENT (the “Agreement”) is made and entered into as of January 1, 2002 (the “Effective Date”) by and between BANK OF ORANGE COUNTY, a California banking corporation (“Bank”) and ROBERT CAMPBELL (“Employee”) (collectively sometimes referred to as the “Parties”):
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”).
Network Services Agreement, dated December 31, 2001 between Schedule of Substantially Identical Network Services AgreementNetwork Services Agreement • June 1st, 2004 • Placer Sierra Bancshares • State commercial banks
Pursuant to Instruction 2 to Item 601 of Regulation S-K, the Network Services Agreement, dated December 31, 2001, between U.S. Bank, N.A. and Bank of Orange County (the “BOC Network Services Agreement”) is not being filed as an exhibit to the Registrant’s registration statement on Form S-1 (File No. 333-1127778) (“Form S-1”). The BOC Network Services Agreement is substantially identical in all material respects to the Network Services Agreement between U.S. Bank, N.A. and Placer Sierra Bank (the “PLS Network Services Agreement”), which is filed as Exhibit 10.29 to the Form S-1, except with respect to the parties thereto and the amount of a conversion support fee rebate.
SHAREHOLDER AGREEMENTShareholder Agreement • June 1st, 2004 • Placer Sierra Bancshares • State commercial banks • California
This SHAREHOLDER AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2004 by and between Placer Sierra Bancshares, a California corporation (“Placer”), and the California Community Financial Institutions Fund Limited Partnership, a California limited partnership (the “Shareholder”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of May 14, 2004 by and between PLACER SIERRA BANCSHARES and SOUTHLAND CAPITAL CO.Agreement and Plan of Merger • June 1st, 2004 • Placer Sierra Bancshares • State commercial banks • California
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of May 14, 2004 (this “Agreement”), by and between Southland Capital Co., a bank holding company organized under the laws of the State of California (the “Company”), and Placer Sierra Bancshares, a bank holding company organized under the laws of the State of California (“Placer”).
