Placer Sierra Bancshares (PLSB)

NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:

1. Employment and Duties. Employee is hereby employed by Bank as President and Chief Operating Officer of Bank and is hereby employed by Company as President and Chief Operating Officer of Company. Employee shall be responsible for performing such duties as are customarily and ordinarily performed by the president and chief operating officer of a bank and a bank holding company. Employee will also perform such duties as he may, from time to time, be called upon to assist companies affiliated with Bank, and such other attendant duties as he may, from time to time, be reasonably requested to perform by the Board of Directors of Company (the “Board”). In connection with Employee’s employment as President and Chief Operating Officer of Bank, Employee’s duties shall include, if so elected, serving without compensation on the Board of Directors of the Bank.

NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:

1. Termination of Employment Agreement: Bank and Employee agree that the Initial Employment Agreement, as amended, and all prior employment agreements between Employee and Bank (and/or each of its parent companies, predecessor parent company, shareholder, subsidiary, division or affiliate thereof) are hereby canceled, terminated, rescinded and superceded and Employee hereby releases Bank (and/or each of its parent companies, predecessor parent company, shareholder, subsidiary, division or affiliate thereof) from any and all claims, debts or obligations under said Initial Employment Agreement, as amended, and all prior agreements.

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2. Employment and Duties. Effective May 1, 2005, Employee is hereby employed by Bank as advisor to the Chairman of the Board and Chief Executive Officer of the Bank. In this position, Employee shall assist the Chairman of the Board of Bank in both public and transitional matters, and shall be available by telephone at such times as are mutually agreeable to Employee and the Chairman of the Board and Chief Executive Officer of the Bank. Employee shall not execute any contracts or incur any liabilities on behalf of Bank without the express written permission of the Chairman of the Board of Bank.

NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:

1. Employment and Duties. Employee is hereby employed by Company as General Counsel. Employee shall be responsible for performing such duties as are customarily and ordinarily performed by a General Counsel, including the duties described on Exhibit “A” hereto. Employee will also perform such duties as he may, from time to time, be called upon to assist companies affiliated with Company, and such other attendant duties as she may, from time to time, be reasonably requested to perform by the Board of Directors of Company (the “Board”).

2. Extent of Services.

(a) Exclusive Employment. Employee shall devote her full time, ability and attention to the business of Company and its parent companies, subsidiaries, divisions and affiliates, during the Employment Term, and shall neither directly nor indirectly render any services of a business, commercial or professional nature to any other person, firm, corporation or organization for compensation without the prior written consent of the Board.

(b) Employee Investment Activities. Nothing contained herein shall be construed as preventing Employee from (i) investing her personal assets in businesses which do not compete with Company in such form or manner as will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which her participation is solely that of an investor, (ii) purchasing securities in any corporation whose securities are regularly traded provided that such purchase shall not result in Employee collectively owning beneficially at any time five percent or more of the equity securities of any corporation engaged in a business competitive to that of Company, and (iii) participating in conferences, preparing or publishing papers or books or teaching so long as Company approves of such activities prior to Employee’s engaging in them. (See attached Exhibit “C”.)

3. Term of Employment. Subject to prior termination of this Agreement as hereinafter provided in section 5, Company hereby employs Employee, and Employee hereby accepts employment with Company, for a period of three (3) years beginning on the Effective Date and ending on the third anniversary of the Effective Date (the “Employment Term”).

4. Compensation and Benefits. In consideration of Employee’s services to Company during the Employment Term, Company agrees to compensate Employee, subject to such limitations as may exist under any federal or state law or regulation, as follows:

(a) Base Compensation. Company shall pay or cause to be paid to Employee a base compensation of $210,000 per year for the first twelve (12) months of the Employment Term (hereinafter the “Base Salary”), less payroll taxes and withholding required by federal, state or local law and any additional withholding to which Employee agrees in writing. Said Base Salary shall be payable in semi-monthly installments in accordance with Company’s normal payroll procedures. The Board shall review the Base Salary not less than sixty (60) days prior to the first and each subsequent anniversary date of the Effective Date and shall determine, in its sole, absolute and unreviewable discretion, whether to increase the Base Salary for the subsequent twelve (12) months of the Employment Term. Any increase in Base Salary so determined by the Board shall become effective as of such anniversary date. The Base Salary shall be prorated for any partial year in which this Agreement is in effect.

(b) Executive Incentive Bonus. In addition, Employee shall be eligible to participate in the Company’s Executive Incentive Plan, in accordance with the terms and conditions of said plan, as the Company, in its sole and absolute discretion, may establish from time to time.

(c) Deferred Compensation. In the event the Company should establish a deferred compensation plan, Employee shall be eligible to participate in said plan, in accordance with the terms and conditions of said plan, as the Company, in its sole and absolute discretion, may establish from time to time.

(d) General Expenses. Company shall, upon submission and approval of written statements and bills in accordance with the then regular procedures of Company, reimburse Employee for any and all reasonable necessary, customary and usual expenses incurred by him while traveling for or on behalf of Company, and any and all other necessary, customary or usual expenses (including entertainment) incurred by Employee for or on behalf of Company in the normal course of business, as determined to be appropriate by Company.

(e) Health, Life and Disability Insurance. Company shall provide for Employee’s participation in group medical, dental, vision, life and disability insurance benefits available under the group insurance programs maintained by Company for its employees. The amount paid by Company for such group medical, dental, vision, life and disability insurance for Employee shall be an amount equal to that portion paid by Company for each of its employees in accordance with its usual and customary practices. Employee shall have the right, in Employee’s discretion, to designate the beneficiary or beneficiaries of any such insurance. Company reserves the right to modify and amend such benefits from time to time. As provided under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) respecting continuation of any insurance coverage, Employee shall, upon a loss of any such coverage for himself under Company’s health, dental, and/or vision plans (if any) resulting from (1) termination of Employee’s employment (for any reason other than for gross misconduct) or (2) a

reduction in his hours, be entitled to exercise her COBRA rights. Employee shall pay all premiums for any such continuation coverage(s) elected by Employee.

(f) Automobile Allowance. During the Employment Term, Employee shall be entitled to an automobile allowance in the amount of $900 per month (less payroll taxes and withholding required by federal, state or local law). In addition, Company shall pay the amounts charged by Employee for fuel for business related travel on a credit card provided by Company to Employee. Except for this automobile allowance and payment of fuel charges, Company shall not be obligated to pay any other expenditure with respect to the ownership or operation of Employee’s automobile, and Employee will be responsible for all out-of-pocket automobile expenses, including, but not limited to, registration, insurance, repairs, and maintenance. Employee shall procure and maintain an automobile liability insurance policy on the automobile, with coverage including Employee for at least $100,000 for bodily injury or death to any one person, $300,000 for bodily injury or death in any one accident, and $50,000 for property damage in any one accident. The Company shall be named as an additional insured and Employee shall provide Company with copies of policies evidencing insurance and Bank’s inclusion as an additional insured.

(g) Vacation. Employee shall be entitled to four weeks (20 days) paid vacation leave per year, which shall accrue on a daily basis. Such vacation leave shall be taken at such time or times as are mutually agreed upon by Employee and the Board and in accordance with Company’s vacation leave policy, provided, that at least two (2) weeks of such vacation shall be taken consecutively. Employee acknowledges that the requirement of two (2) consecutive weeks of vacation is required by sound banking practice. For each calendar year, the Board shall decide, in its discretion, either (1) to pay Employee for any unused vacation time for such calendar year or (2) to carry over any unused vacation time for such calendar year to the next calendar year, provided, however, that Employee shall not accrue additional vacation time at any time that the Employee has accrued any unused vacation time of seven (7) weeks.

(h) Stock Options. As an inducement to Employee to execute this Agreement and become an employee of Company, Company shall use its best efforts to cause Placer Sierra Bancshares to grant to Employee the option to purchase 50,000 shares of Placer Sierra Bancshares common stock. The terms and conditions of such grant shall be governed by the terms and conditions of the Placer Sierra Bancshares 2002 Stock Option Plan and the stock option agreement thereunder to be entered into between Employee and Company.

(i) Other Benefits. Employee shall be entitled to participate during the Employment Term in all employee benefit, welfare and other plans, practices, policies and programs generally applicable to similarly situated employees of Company as are in effect from time to time, in accordance with the applicable terms and conditions thereof. Company reserves the right to modify and amend such benefits, plans, practices, policies and programs from time to time.

5. Termination of Agreement. This Agreement may be terminated with or without cause during the Employment Term in accordance with this section 5.

(a) Termination for Good Reason. Employee may terminate this Agreement for “Good Reason”. “Good Reason” shall mean the occurrence (without Employee’s express written consent) of any one of the following acts by Company or its successor:

(i) The assignment to Employee of duties inconsistent with Employee’s status as General Counsel – Placer Sierra Bancshares or a substantial adverse alteration in the nature or stature of Employee’s responsibilities from those described herein, which is not cured by Company within seven (7) business days after Employee delivers written notice to Company of such assignment or alteration;

NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:

1. Employment and Duties. Employee is hereby employed by Bank as President-Southern California Division of Bank. Employee shall be responsible for performing such duties as are customarily and ordinarily performed by a Division President of a bank, including the duties described on Exhibit “A” hereto. Employee will also perform such duties as he may, from time to time, be called upon to assist companies affiliated with Bank, and such other attendant duties as he may, from time to time, be reasonably requested to perform by the Board of Directors of Bank (the “Board”).