EXHIBIT 10.71

                  SENIOR MANAGER SEPARATION BENEFITS AGREEMENT
                    (Including Change In Control Provisions)

     THIS SENIOR MANAGER SEPARATION BENEFITS AGREEMENT (the "Agreement") is made
and entered into as of January 17, 1996, by and between SIERRA TAHOE BANCORP,  a
California  Corporation  (hereinafter "STB"), with its principal offices located
at 10181 Truckee Tahoe Airport Road, P.O. Box 61000,  Truckee,  California 96161
and DAVID C. BROADLEY, an individual ("DCB").

                                                       WITNESSETH

     WHEREAS,  DCB is  currently  designated  a  senior  officer  and 'at  will'
     employee of STB and expects to remain a senior officer and employee subject
     to the policies and conditions  contained within the STB Personnel Policies
     and Procedures;

     WHEREAS,  both STB and DCB feel it is in their  respective  and mutual best
     interests  to  preagree  upon   appropriate   and   reasonable   separation
     compensation  that will be paid to DCB should STB ever  determine  that DCB
     should,  for whatever  reason,  be terminated  from his position at STB and
     leave the Company;

     WHEREAS,  STB and DCB agree that the benefits  described herein  constitute
     full  payment  of  and  shall  completely  supersede  and  constitute  full
     satisfaction of any and all other monetary or nonmonetary  benefits paid as
     a result of the  termination  of DCB for any reason by STB except as may be
     additionally required beyond the sums and benefits paid hereunder by law.

     WHEREAS,  nothing in this  Agreement  is  intended to change the current at
     will  employment of DCB or create a contract of employment.  Further,  this
     Agreement shall only cover situations  wherein STB requests the termination
     of DCB and shall not apply if DCB elects to voluntarily leave STB.

     NOW,  THEREFORE,  in  consideration of the promises set forth below and for
     other good and valuable  consideration,  including the mutual covenants and
     agreements herein contained, the receipt and sufficiency of which is hereby
     acknowledged, STB and DCB hereby agree as follows:

     1.  Applicability of Agreement;  Definition of Termination:  This Agreement
coveys  additional  benefits not otherwise due to employees  generally and shall
become operative upon DCB's termination of employment for any reason by STB, its
affiliates  and,  their  respective  officers  or  directors,  so  long  as that
termination  did not result from a final  determination  of the Human  Resources
Director and the Personnel Committee of the Board of Directors of STB that DCB's
termination resulted from a material violation of the STB Personnel policies and
procedures  (i.e.  termination  for  cause)  (hereinafter  referred  to  as  the
"Termination").  The term  'Termination'  shall  also be  deemed  to  include  a
resignation  by DCB within  Nine (9) months of any  'Change In  Control' as that
term is defined in  Paragraph 5. If the defined  Termination  of DCB does occur,
this Agreement shall  immediately  become  applicable.  This Agreement shall not
apply  as  to  any  event  not  covered   under  the   definition  of  the  term
'Termination'.  Following the defined  Termination,  and the payment of benefits
under this Agreement, it is expressly



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agreed  and  understood  that STB shall not be  precluded  from  rehiring  DCB's
position  either now or in the future and such  rehiring  shall not be deemed to
nullify or change this Agreement if it is otherwise applicable.

     2.  Conditions  For  Payment  of  Separation  Benefits.  STB  shall pay the
separation  benefits set forth in Paragraph 3 to DCB after each of the following
requirements have been satisfied in the reasonable discretion of STB.

     A. A defined  Termination  as set forth in Paragraph 1 has occurred and DCB
has left (or will promptly thereafter leave) the employment of STB; and

     B. DCB consent to and does expressly  waive,  release,  indemnify and fully
hold STB, its  subsidiary  companies and each of their  employees,  officers and
directors  harmless  with  regard to his  employment  at STB;  the manner of his
Termination;  and any other matters  reasonably  related to his employment.  DCB
agrees to initiate no action,  of any type or kind,  regarding his employment or
Termination and if such an action is initiated he agrees that such action may be
promptly closed,  dismissed or summarily  disallowed,  or, if it shall continue,
that DCB will  indemnify  STB for the legal fees,  costs and expenses  resulting
from their defense of that action; and

     C. DCB  agrees to and shall  maintain  the  confidentiality  of any and all
proprietary secrets,  processes and plans of STB and its subsidiaries made known
to DCB during his employment.

STB may elect to advance the separation  benefits set forth in Paragraph 3 prior
to the satisfaction of each of the above requirements in this Paragraph 2, or in
anticipation  of full  performance  by DCB,  and should any  requirement  not be
satisfied within a reasonable period thereafter or continuously performed,  DCB,
upon request of STB and presentation of proof of nonperformance and a reasonable
period  to  cure  the  continuing  nonperformance,  shall  promptly  return  the
separation benefit(s) paid or granted to him and this Agreement shall terminate.

     3.  Separation  Benefits.  STB  shall,  in  addition  to any final  salary,
     vacation, personal leave, retirement plan and other monetary or nonmonetary
     benefit(s)  covered under one or more separate  agreement(s)  and otherwise
     due or applicable  to DCB upon  Termination  (except  benefits due under an
     agreement or policy concerning office closure or reduction in force laws so
     long  as  less  than  the  sums  being  paid  hereunder),  pay to DCB  upon
     Termination  one of the following  benefits,  at the election and option of
     DCB:

                  A. A lump sum  payment  equal to TWELVE (12) months of monthly
                  salary, less any and all applicable taxes,  deductions arising
                  from  benefit  elections  or any  other  sums  required  to be
                  deducted  by  law,  rule or  regulation.  If  this  option  is
                  elected,  STB will require DCB to pay the full rate allowed by
                  COBRA for any continued health  insurance  coverage elected at
                  the time of Termination; or

                  B. Continuation of monthly salary for TWELVE (12) months, less
                  any and all applicable taxes,  deductions arising from benefit
                  elections or other sums  required to be deducted by law,  rule
                  or regulation. If this option is elected, and if DCB elects to
                  continue  health  insurance  coverage  under  COBRA,  STB will
                  continue to



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                  charge DCB's the applicable  employee coverage rate for Twelve
                  (12) months if said  applicable  employee rate may be properly
                  granted to DCB without  violating  any existing  policy or law
                  and if said  rate is lower  than the  COBRA  rate  that may be
                  assessed.

The  payment  option  elected  shall be deemed the  "Separation  Benefit".  Said
Separation Benefit shall result in a waiver of any other separation benefits due
to DCB following the Termination as more fully set forth in Paragraph 4.

     4. Express Waiver and Release of Other  Separation  Benefits.  By executing
this  Agreement,  DCB agrees that the  Separation  Benefit paid pursuant to this
Agreement,  provided the  payments or benefits at least equal those  payments or
benefits that must be paid to terminated employees by law, shall be deemed to be
the equivalent and substitute for any legally or customarily required separation
payments  due to DCB and STB shall be given full credit for sums paid  hereunder
as to any legal or  customarily  requirements  to pay  separation  and  payments
hereunder shall be deemed to have fully satisfied STB's  obligations with regard
to any legally or customarily  mandated  separation payments due to DCB upon his
termination,  including,  but not  limited  to,  any laws or  customs  regarding
reduction in force or job-site closing. If additional sums are legally required,
or  are  adjudicated  as  required,   this  Agreement  shall  be  deemed  to  be
automatically  amended to credit  against the sums due the amount paid hereunder
and this Agreement shall be deemed to include any additionally required benefits
or payments.

     5.  Change In  Control.  The term  'Termination'  shall  include  any event
resulting in the change in control or  reorganization  of STB and shall continue
for NINE (9) months  thereafter when it shall terminate  (unless a new Change In
Control  shall  thereafter  occur  when it  shall  again  be  applicable  for an
additional  nine months).  The term 'Change In Control'  shall be defined as the
completion of any of the following:  (i) the sale of all or substantially all of
the assets of STB; (ii) the merger,  consolidation or  reorganization  of STB in
which  STB is not the  survivor  entity;  (iii)  or a  successful  tender  offer
involving  fifty percent (50%) or more of the outstanding  voting  securities of
STB; provided,  however,  that the Reorganization  shall be without the monetary
assistance of the FDIC and further  provided that any transaction  involving the
organization of a holding company in which STB's shareholders would own the same
percentage of such new holding  company's  securities as they previously held in
STB  shall  not be deemed to  qualify  for a Change In  Control.  If a Change In
Control shall occur,  at the election of DCB, and if DCB concludes in good faith
that because of the Change In Control he can no longer  properly or  effectively
discharge his responsibilities  and duties, DCB may, at his option,  resign from
STB within the Nine (9) month  period set forth in this  Paragraph  after giving
Sixty (60) days prior written notice of his separation and declare the Change In
Control to be the  equivalent  of a  Termination  and receive such benefits that
would have been due had STB caused the Termination to occur as set forth in this
Agreement.

     6. Binding Effect of Agreement.  This Agreement  shall inure to the benefit
of and be binding  upon the  heirs,  administrators,  personal  representatives,
successors and assigns of DCB and STB, as the case may be.

     7. No Contest; Reimbursement of Benefits: The parties hereby mutually agree
that in the event that DCB contests  this  Agreement,  or any of the  provisions
hereunder, by the filing or commencement of any action or proceeding relating to
his employment or Termination of any kind or nature whatsoever  against STB, its
parent company or affiliate  companies or is reemployed by STB  involuntarily by
court order, or an enforceable  judgment is obtained against STB, then STB shall
have the absolute  right:  (i) to enforce  repayment in full on the date of such
re-employment  of all sums paid to DCB  hereunder,  which sums shall include the
payment  or value of any  benefits  received  by DCB  hereunder,  as a credit in
offset,  reduction and satisfaction of all or any portion of such judgment,  or,
(ii) if there is no judgment, against wages due to DCB.

     8. Captions: The captions set forth herein are included solely for ease and
convenience  of  reference  and are not to be  considered  or  construed  in the
interpretation of this Agreement.

     9. Entire  Agreement:  This Agreement  constitutes  and contains the entire
Agreement between the parties and no statement or representation of either party
hereto,  their  agents,  officers,  directors or employees  made outside of this
Agreement  and not  contained  herein shall form a part of this  Agreement or be
binding upon the other party.  This  Agreement  shall not be changed,  modified,
altered or amended, except by written instrument signed by the parties hereto.

     10.  Governing  Law:  This  Agreement  shall be  construed  and governed in
accordance  with the laws of the State  wherein DCB is  predominantly  employed,
with venue appropriate in the County wherein DCB is predominantly  employed. Any
provision of this Agreement  prohibited by law shall be ineffective  only to the
extent of such prohibition or invalidity,  without invalidating the remainder of
such provision or the remaining  provisions of this  Agreement.  In the event of
any  litigation or action being  commenced  with regard to this  Agreement,  the
prevailing  party shall be awarded their  reasonable  attorneys fees,  costs and
expenses.

     11. Informed Consent and Waiver: DCB has executed this Agreement on a fully
informed,  voluntary  basis.  DCB  understands  and agrees  that the  separation
benefit  provided for herein will preclude DCB's right to seek other  separation
benefits,  except as allowed  by law,  and that DCB has been given the right and
opportunity  to consult  with an advisor or attorney  prior to the  execution of
this Agreement.

IN WITNESS  WHEREOF,  the parties hereto have made,  executed and delivered this
Agreement as of the day and year first above written.





   /s/ DAVID C. BROADLEY
DAVID C. BROADLEY


SIERRA TAHOE BANCORP,
a California Corporation

By:  /s/ William T. Fike
     William T. Fike

Its:              President/CEO



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STATE OF CALIFORNIA                 )
                                    )  SS.
COUNTY OF NEVADA                    )

     On 19th day of  January,  1996,  personally  appeared  before  me, a Notary
Public, in and for said County and State,  DAVID C. BROADLEY,  known to me to be
the  person  described  in  and  who  executed  the  foregoing  instrument,  who
acknowledged  to me that he executed the same freely and voluntarily and for the
uses and purposes therein mentioned.


                                                          /s/ Joanne T. Zahn
                                                              Notary Public
   (Seal)


STATE OF CALIFORNIA                 )
                                    )  SS.
COUNTY OF NEVADA                    )

     On this 13th day of February, 1996, personally appeared before me, a Notary
Public,  in and for said County and State,  WILLIAM T. FIKE,  in his capacity as
President  and  CEO of  SIERRA  TAHOE  BANCORP,  known  to me to be  the  person
described in and who executed the foregoing  instrument,  who  acknowledge to me
that he executed the same freely and  voluntarily  and for the uses and purposes
therein mentioned.


                                                         /s/ Julie Roberts
                                                              Notary Public
  (Seal)



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