0001193125-04-121096 Sample Contracts

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • July 20th, 2004 • Placer Sierra Bancshares • State commercial banks • New York

THIS FIRST SUPPLEMENTAL INDENTURE dated as of June 17, 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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PLACER SIERRA BANCSHARES SHARES OF COMMON STOCK FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • July 20th, 2004 • Placer Sierra Bancshares • State commercial banks • New York
EMPLOYMENT AGREEMENT
Employment Agreement • July 20th, 2004 • Placer Sierra Bancshares • State commercial banks • California

THIS AGREEMENT (the “Agreement”) is made and entered into as of May 17, 2004 (the “Effective Date”) by and between PLACER SIERRA BANK, a California banking corporation (“Bank”) and KEN E. JOHNSON (“Employee”) (collectively sometimes referred to as the “Parties”):

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