EXHIBIT 10.62

                  SENIOR MANAGER SEPARATION BENEFITS AGREEMENT


     THIS SENIOR MANAGER SEPARATION BENEFITS AGREEMENT (the "Agreement") is made
and entered into as of January 10, 1996, by and between SIERRA TAHOE BANCORP,  a
California   Corporation   and  its  banking   subsidiary   TRUCKEE  RIVER  BANK
(hereinafter  "STB") , with its principal offices located at 10181 Truckee Tahoe
Airport Road, P.O. Box 61000, Truckee, California 96161 and PETER J. RAFETTO, an
individual ("PJR").


                                                       WITNESSETH


     WHEREAS,  PJR is  currently  designated  a  senior  officer  and 'at  will'
     employee of Truckee  River Bank 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 PJR feel it is in their  respective  and mutual best
     interests  to  preagree  upon   appropriate   and   reasonable   separation
     compensation  that will be paid to PJR should STB ever  determine  that PJR
     should,  for whatever reason, be terminated from his position and leave the
     Company;

     WHEREAS,  STB and PJR 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 PJR 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 PJR or create a contract of employment.  Further,  this
     Agreement shall only cover situations  wherein STB requests the termination
     of PJR and shall not apply if PJR 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 PJR 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 PJR'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 PJR'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"). 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  agreed and
understood  that STB shall not be precluded from rehiring PJR'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.


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     2.  Conditions  for  Payment  of  Separation  Benefits.  STB  shall pay the
separation  benefits set forth in Paragraph 3 to PJR 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 PJR
has left (or will promptly thereafter leave) the employment of STB; and

     B. PJR 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.  PJR
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 PJR will  indemnify  STB for the legal fees,  costs and expenses  resulting
from their defense of that action; and

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

STB may elect to advance the separation  benefits set forth in Paragraph 2 prior
to the satisfaction of each of the above requirements in this Paragraph 3, or in
anticipation  of full  performance  by PJR,  and should any  requirement  not be
satisfied within a reasonable period thereafter or continuously performed,  PJR,
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 PJR 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 PJR upon Termination one of the following
benefits, at the election and option of PJR:

              A. A lump sum payment equal to NINE (9) 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, and PJR elects continued
              health coverage under COBRA,  STB will require PJR 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 NINE (9) 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 PJR  elects  to
              continue health insurance  coverage under COBRA, STB will continue
              to charge PJR the applicable  employee  coverage rate for Nine (9)
              months if said applicable employee rate may be properly granted to
              PJR 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 PJR following the Termination as more fully set forth in Paragraph 4.


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     4. Express Waiver and Release of Other  Separation  Benefits.  By executing
this  Agreement,  PJR 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 PJR 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 PJR 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.       Reserved.

     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 PJR and STB, as the case may be.

     7. No Contest; Reimbursement of Benefits: The parties hereby mutually agree
that in the event that PJR 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 PJR  hereunder,  which sums shall include the
payment  or value of any  benefits  received  by PJR  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 PJR.

     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 PJR is  predominantly  employed,
with venue appropriate in the County wherein PJR 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: PJR has executed this Agreement on a fully
informed,  voluntary  basis.  PJR  understands  and agrees  that the  separation
benefit  provided for herein will preclude PJR's right to seek other  separation
benefits,  except as allowed  by law,  and that PJR has been given the right and
opportunity  to consult  with an advisor or attorney  prior to the  execution of
this Agreement.


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





   /s/ PETER J. RAFETTO
PETER J. RAFETTO



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 30th day of  January,  1996,  personally  appeared  before  me, a Notary
Public,  in and for said County and State,  PETER J. RAFETTO,  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/ Shannon McLoughlin
                                                          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 acknowledged 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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