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UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

(Mark One)

|/x/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2001

OR

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number 0-19231

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Western Sierra Bancorp(Exact name of Registrant as specified in its charter)

California(State or other jurisdiction
of incorporation or organization)

68-0390121(I.R.S. Employer Identification No.)3350 Country Club Drive, Suite 202Cameron Park, California(Address of principal executive offices)

95682(Zip code)


Registrant's telephone number, including area code:(530) 677-5600

Securities registered pursuant to Section 12(b) of the Act:None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value per share

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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes /x/  No / /

As
of March 31, 2001 there were 3,448,782 shares outstanding of the Registrant's common stock.

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WESTERN SIERRA BANCORP & SUBSIDIARIES    Index to Form 10-Q

|           |  |                                                                                               |  | Page:
|---------- |  | --------------------------------------------------------------------------------------------- |  | -----
|PART I.    |  | Financial Information                                                                         |  |      
|           |  | Item 1. Financial Statements                                                                  |  |      
|           |  | Consolidated Balance Sheets
March 31, 2001 and December 31, 2000                              |  | 2    
|           |  | Consolidated Statements of Income
Three months ended March 31, 2001 and 2000                  |  | 3    
|           |  | Consolidated Statements of Cash Flows
Three months ended March 31, 2001 and 2000              |  | 4    
|           |  | Notes to Consolidated Financial Statements                                                    |  | 5    
|           |  | Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations |  | 7-17 
|           |  | Item 3. Quantitative and Qualitative Disclosures about Market Risk                            |  | 17-19
|PART II.   |  | Other Information                                                                             |  |      
|           |  | Item 1. Legal proceedings                                                                     |  | 19   
|           |  | Item 2. Changes in Securities and Use of Proceeds                                             |  | 19   
|           |  | Item 3. Defaults Upon Senior Securities                                                       |  | 19   
|           |  | Item 4. Submission of Matters to a Vote of Security Holders                                   |  | 19   
|           |  | Item 5. Other Information                                                                     |  | 20   
|           |  | Item 6. Exhibits and Report on Form 8-K                                                       |  | 20   
|SIGNATURES |  | 20                                                                                           

1

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PART I. FINANCIAL INFORMATION  Item 1. Consolidated Financial Statements

Western Sierra Bancorp  Consolidated Balance Sheets  (unaudited)

|(In Thousands)                           |                                                                        | March 31, 2001 |                                          | December 31, 2000 |  
|---------------------------------------- | ---------------------------------------------------------------------- | -------------- | ---------------------------------------- | ----------------- | -
|Assets:                                  |                                                                        |                |                                          |                   |  
|Cash & Due From Banks                    |                                                                        | $              | 21,234                                   |                   | $
|Federal Funds Sold                       |                                                                        |                | 31,950                                   |                   |  
|                                         |                                                                        |                |                                          |                   |  
|                                         |                                                                        |                | Cash and cash equivalents                |                   |  
|Interest Bearing Deposits in Other Banks |                                                                        |                | 396                                      |                   |  
|Loans Held For Sale                      |                                                                        |                | 3,068                                    |                   |  
|Investment Securities:                   |                                                                        |                |                                          |                   |  
|                                         | Trading Securities                                                     |                |                                          | 15                |  
|                                         | Available for sale (amortized cost $62,169 and $59,712)                |                |                                          | 62,312            |  
|                                         | Held to maturity (market value of $10,108 in 2001 and $11,600 in 2000) |                |                                          | 10,083            |  
|                                         |                                                                        |                |                                          |                   |  
|                                         |                                                                        |                | Total Investment Securities              |                   |  
|Portfolio Loans:                         |                                                                        |                |                                          |                   |  
|                                         | Real EstateConstruction                                               |                |                                          | 62,002            |  
|                                         | Real EstateMortgage                                                   |                |                                          | 208,470           |  
|                                         | Commercial                                                             |                |                                          | 44,755            |  
|                                         | Agricultural                                                           |                |                                          | 12,141            |  
|                                         | Installment Loans                                                      |                |                                          | 5,297             |  
|                                         | Lease Financing                                                        |                |                                          | 3,312             |  
|                                         |                                                                        |                |                                          |                   |  
|                                         |                                                                        |                | Total Gross Loans                        |                   |  
|Deferred loan fees                       |                                                                        |                | (849                                     | )                 |  
|Less allowance for loan losses           |                                                                        |                | (4,525                                   | )                 |  
|                                         |                                                                        |                |                                          |                   |  
|                                         |                                                                        |                | Net Loans                                |                   |  
|Premise & Equipment                      |                                                                        |                | 11,691                                   |                   |  
|Other Assets                             |                                                                        |                | 9,428                                    |                   |  
|                                         |                                                                        |                |                                          |                   |  
|                                         |                                                                        |                | Total Assets                             |                   | $
|                                         |                                                                        |                |                                          |                   |  
|Liabilities:                             |                                                                        |                |                                          |                   |  
|                                         | Demand Accounts                                                        |                | $                                        | 87,798            |  
|                                         | NOW & Money Market & Savings                                           |                |                                          | 130,258           |  
|                                         | Time Over $100 Thousand                                                |                |                                          | 81,752            |  
|                                         | Other Time                                                             |                |                                          | 138,883           |  
|                                         |                                                                        |                |                                          |                   |  
|                                         |                                                                        |                | Total Deposits                           |                   |  
|Borrowed Funds                           |                                                                        |                | 2,025                                    |                   |  
|Other Liabilities                        |                                                                        |                | 2,369                                    |                   |  
|                                         |                                                                        |                |                                          |                   |  
|                                         |                                                                        |                | Total Liabilities                        |                   |  
|Shareholders' Equity:                    |                                                                        |                |                                          |                   |  
|                                         | Common Stock                                                           |                |                                          | 20,553            |  
|                                         | Retained Earnings                                                      |                |                                          | 17,548            |  
|                                         | Unearned ESOP Shares                                                   |                |                                          | (500              | )
|                                         | Accumulated other comprehensive income (loss)                          |                |                                          | 94                |  
|                                         |                                                                        |                |                                          |                   |  
|                                         | Total Shareholders' Equity                                             |                |                                          | 37,695            |  
|                                         |                                                                        |                |                                          |                   |  
|                                         |                                                                        |                | Total Liabilities & Shareholders' Equity |                   | $
|                                         |                                                                        |                |                                          |                   |  

See
notes to consolidated financial statements.

2

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Western Sierra Bancorp  Consolidated Statements of Income  (unaudited)

|                                                             |                           | Three months ended |          
|------------------------------------------------------------ | ------------------------- | ------------------ | ---------
|
|Interest Income:                                             |                           |                    |          
|Interest & Fees on Loans                                     |                           | $                  | 7,706    
|Interest on Investments                                      |                           |                    | 1,104    
|Interest on Federal Funds Sold                               |                           |                    | 519      
|                                                             |                           |                    |          
|                                                             | Total Interest Income     |                    |          
|                                                             |                           |                    |          
|Interest Expense:                                            |                           |                    |          
|Interest on Deposits                                         |                           |                    | 4,173    
|Interest on Borrowed Funds                                   |                           |                    | 21       
|                                                             |                           |                    |          
|                                                             | Total Interest Expense    |                    |          
|                                                             |                           |                    |          
|                                                             | Net Interest Income       |                    |          
|Provision for Loan Losses                                    |                           |                    | 90       
|                                                             |                           |                    |          
|Net Interest Income After Provision for Loan Losses          |                           |                    | 5,045    
|                                                             |                           |                    |          
|Noninterest Income:                                          |                           |                    |          
|Service Charges                                              |                           |                    | 441      
|Mortgage Loan Origination and Packaging Fees                 |                           |                    | 495      
|Other Income                                                 |                           |                    | 151      
|Gain (Loss) Sale of Available for Sale Investment Securities |                           |                    | 1        
|                                                             |                           |                    |          
|                                                             | Total Noninterest Income: |                    |          
|                                                             |                           |                    |          
|Noninterest Expense:                                         |                           |                    |          
|Salaries & Benefits                                          |                           |                    | 2,324    
|Occupancy & Equipment                                        |                           |                    | 659      
|Other Expense                                                |                           |                    | 1,330    
|                                                             |                           |                    |          
|                                                             | Total Other Expense       |                    |          
|                                                             |                           |                    |          
|Income before Income Taxes                                   |                           |                    | 1,820    
|Provision for Income Taxes                                   |                           |                    | 686      
|                                                             |                           |                    |          
|                                                             | Net Income                |                    | $        
|                                                             |                           |                    |          
|Basic Earnings per Share                                     |                           | $                  | 0.33     
|Weighted Average Shares                                      |                           |                    | 3,448,782
|Diluted Earnings per Share                                   |                           | $                  | 0.32     
|Weighted Average Shares                                      |                           |                    | 3,532,976

See
notes to consolidated financial statements.

3

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Western Sierra Bancorp  Consolidated Statements of Cash Flows  (unaudited)

|(In Thousands)                                                                                |                                           | March 31, 2001 |        | March 31, 2000 |  
|--------------------------------------------------------------------------------------------- | ----------------------------------------- | -------------- | ------ | -------------- | -
|Cash flows from operating activities:                                                         |                                           |                |        |                |  
|Net income                                                                                    |                                           | $              | 1,134  |                | $
|Adjustments to reconcile net income to net cash provided by operating activities:             |                                           |                |        |                |  
|Provision for loan losses                                                                     |                                           |                | 90     |                |  
|Provision for depreciation                                                                    |                                           |                | 319    |                |  
|Net changes in trading assets                                                                 |                                           |                |       |                |  
|Amortization of investment premiums and accretion of discounts, net                           |                                           |                | (285   | )              |  
|(Gain) loss on sale of securities                                                             |                                           |                | (1     | )              |  
|Changes in loans held for sale                                                                |                                           |                | 281    |                |  
|Decrease in deferred loan fees                                                                |                                           |                | (13    | )              |  
|Decrease in other assets                                                                      |                                           |                | 2,060  |                |  
|(Increase) decrease in deferred taxes                                                         |                                           |                | (165   | )              |  
|(Decrease) increase in other liabilities                                                      |                                           |                | (1,176 | )              |  
|                                                                                              |                                           |                |        |                |  
|                                                                                              | Net cash provided by operating activities |                |        | 2,244          |  
|                                                                                              |                                           |                |        |                |  
|Cash flows from investing activities:                                                         |                                           |                |        |                |  
|Increase in deposits in other banks                                                           |                                           |                | 99     |                |  
|Proceeds from the call of available for sale investment securities                            |                                           |                | 6,250  |                |  
|Proceeds from the maturity of available for sale investment securities                        |                                           |                | 500    |                |  
|Proceeds from the sale of available for sale investment securities                            |                                           |                | 25     |                |  
|Proceeds from the call of held to maturity investment securities                              |                                           |                | 1,000  |                |  
|Proceeds from the maturity of held to maturity investment securities                          |                                           |                |       |                |  
|Proceeds from the principal payments on available for sale mortgage backed and SBA securities |                                           |                | 466    |                |  
|Proceeds from principal payments on held to maturity mortgage backed securities               |                                           |                | 537    |                |  
|Purchase of available for sale investment securities                                          |                                           |                | (9,528 | )              |  
|Net increase in loans                                                                         |                                           |                | (5,824 | )              |  
|Purchases of premise and equipment                                                            |                                           |                | (332   | )              |  
|Capitalized OREO costs                                                                        |                                           |                |        |                |  
|                                                                                              |                                           |                |        |                |  
|                                                                                              | Net cash used in investing activities     |                |        | (6,807         | )
|                                                                                              |                                           |                |        |                |  
|Cash flows from financing activities:                                                         |                                           |                |        |                |  
|Net increase in demand deposits and savings                                                   |                                           |                | 10,440 |                |  
|Net (decrease) increase in certificates of deposit                                            |                                           |                | (5,520 | )              |  
|Net increase (decrease) in short term borrowing                                               |                                           |                | 875    |                |  
|Common stock repurchase transactions                                                          |                                           |                |       |                |  
|Common stock options exercised                                                                |                                           |                |       |                |  
|Cash dividends paid                                                                           |                                           |                |       |                |  
|                                                                                              |                                           |                |        |                |  
|                                                                                              | Net cash provided by financing activities |                |        | 5,795          |  
|                                                                                              |                                           |                |        |                |  
|Net increase in cash and cash equivalents                                                     |                                           |                | 1,232  |                |  
|Cash and cash equivalents at beginning of year                                                |                                           |                | 51,952 |                |  
|                                                                                              |                                           |                |        |                |  
|Cash and cash equivalents at end of period                                                    |                                           | $              | 53,184 |                | $
|                                                                                              |                                           |                |        |                |  
|Supplemental disclosures:                                                                     |                                           |                |        |                |  
|Cash paid during the period for:                                                              |                                           |                |        |                |  
|                                                                                              | Income taxes                              |                | $      | 0              |  
|                                                                                              | Interest                                  |                | $      | 4,324          |  

See
notes to consolidated financial statements.

4

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes contained in Western
Sierra Bancorp's 2000 Annual Report to Shareholders. The statements include the accounts of Western Sierra Bancorp ("the Company"), and its wholly owned subsidiaries, Western Sierra National Bank
(WSNB) and Lake Community Bank (LCB). All significant inter-company balances and transactions have been eliminated. The financial information contained in this report reflects all adjustments that in
the opinion of management are necessary for a fair presentation of the results of the interim periods. All such adjustments are of a normal recurring nature. The results of operations and cash flows
for the three months ended March 31, 2001 and 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2001.

For
purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, federal funds sold and repurchase agreements. Federal funds sold are
generally for one day periods.

2. Earnings per Share

Basic earnings per share excludes dilution and is computed by dividing net income by the weighted-average number of common shares outstanding for the period.
Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the entity. The following table displays the computation of earnings per share for the three months ended March 31, 2001 and 2000.

(Dollars in thousands, except shares and earnings per share data)

|                         |                                                 | Three Months Ended
|------------------------ | ----------------------------------------------- | ------------------
|
|Basic EPS Calculation:   |                                                 |                   
|                         | Numerator (net income)                          |                   
|                         | Denominator (average common shares outstanding) |                   
|                         |                                                 |                   
|                         | Basic earnings per Share                        |                   
|                         |                                                 |                   
|Diluted EPS Calculation: |                                                 |                   
|                         | Numerator (net income)                          |                   
|Denominator:             |                                                 |                   
|                         | Average common shares outstanding               |                   
|                         | Options                                         |                   
|                         |                                                 |                   
|                         | Diluted shares outstanding                      |                   
|                         |                                                 |                   
|                         | Diluted earnings per Share                      |                   
|                         |                                                 |                   

5

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3. Comprehensive Income

The Company's total comprehensive income was as follows:

|                                                                   |  | Three Months Ended
|------------------------------------------------------------------ |  | ------------------
|
|Net income as reported                                             |  | $                 
|Other comprehensive income (net of tax):                           |  |                   
|Change in unrealized holding gain on available for sale securities |  |                   
|Reclassification adjustment                                        |  |                   
|                                                                   |  |                   
|Total comprehensive income                                         |  | $                 
|                                                                   |  |                   

6

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Private securities litigation reform act safe harbor statement

This quarterly report on Form 10-Q includes forward-looking information, which is subject to the "safe harbor" created by the Securities Act
of 1933 and Securities Act of 1934. These forward-looking statements (which involve Western Sierra Bancorp's plans, beliefs and goals, refer to estimates or use similar terms) involve certain risks
and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the following
factors:



For
additional information concerning risks and uncertainties related to the Company and its operations please refer to the Company's Annual Report on Form 10-K for
the year ended December 31, 2000 under the heading "Forward-Looking Information". Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of
the date hereof. The Company undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

The
following sections discuss significant changes and trends in financial condition, capital resources and liquidity of the Company from December 31, 2000 to March 31,
2001. Also discussed are significant trends and changes in the Company's results of operations for the three months ended March 31, 2001, compared to the same period in 2000. The consolidated
financial statements and related notes appearing elsewhere in this report are condensed and unaudited.

General

Western Sierra Bancorp was incorporated under the laws of the State of California on July 11, 1996. Western Sierra was organized pursuant to a plan of
reorganization for the purpose of becoming the parent corporation of Western Sierra National Bank, and on December 31, 1996, the reorganization was effected and shares of Western Sierra common
stock were issued to the shareholders of Western Sierra National Bank for the common shares held by Western Sierra National Bank's shareholders. In April 1999, Western Sierra acquired Roseville
1st National Bank and Lake Community Bank in a stock for stock exchange. In May of 2000, Western Sierra acquired Sentinel Community Bank in a stock for stock exchange. In addition, these mergers were
accounted for as a pooling of interest and accordingly, all prior period financial statements have been restated to reflect the combined operations of Western Sierra, Roseville 1st National Bank, Lake
Community Bank and Sentinel Community Bank. Sentinel Community Bank was merged into Western Sierra National Bank. Also in May of 2000, Roseville 1st National Bank was merged into Western Sierra
National Bank. In October of 2000, Western Sierra National Bank purchased the deposits and certain other assets and liabilities of the Columbia branch of Pacific State Bank. Western Sierra is a
registered bank holding company under the Bank Holding
Company Act. Western Sierra conducts its operations at 3350 Country Club Drive, Suite 202, Cameron Park, California 95682.

7

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Western Sierra National Bank was organized under national banking laws and commenced operations as a national bank on January 4, 1984. Western Sierra National Bank is a member
of the Federal Reserve System and its deposits are insured to the maximum amount permitted by law by the FDIC. Western Sierra National Bank's head office is located at 4011 Plaza Goldorado Circle,
Cameron Park, and its branch offices are located at 2661 Sanders Drive, Pollock Pines, 3970 J Missouri Flat Road, Placerville, 1450 Broadway, Placerville, 3880 El Dorado Hills Blvd., El Dorado Hills,
571 5th Street, Lincoln, 1545 River Park Dr. #101 & #200, Sacramento, 229 South Washington Street, Sonora, 13753-A Mono Way, Sonora, 18711 Tiffeni Drive, Twain Harte, 1801
Douglas Blvd., Roseville, 6951 Douglas Blvd., Granite Bay, and 22712 Main Street, Columbia. Western Sierra National Bank does not have any affiliates or subsidiaries, other than Lake Community Bank
and Sentinel Associates, Inc.

Roseville
1st National Bank was founded in 1983 as Countryside Thrift and Loan (Countryside). Countryside operated as an industrial loan company until its conversion to a national
bank on July 1, 1992. Roseville 1st National Bank was merged into Western Sierra National Bank in May of 2000, and operates as a DBA Roseville 1st National Banka branch of Western
Sierra National Bank.

Lake
Community Bank was incorporated as a banking corporation under the laws of the State of California on March 9, 1984 and commenced operations as a California
state-chartered bank on November 15, 1984. Lake Community Bank is an insured bank under the Federal Deposit Insurance Act and is not a member of the Federal Reserve System. Lake Community Bank
engages in the general commercial banking business in Lake County in the State of California from its headquarters banking office located at 805 Eleventh Street, Lakeport, California, and its branch
located at 4280 Main Street, Kelseyville, California. Lake Community Bank does not have any affiliates or subsidiaries, other than Western Sierra National Bank and Sentinel Associates, Inc.

Sentinel
Community was incorporated under the laws of the State of California on December 24, 1980, and commenced operations on April 2, 1982. The corporation was formed
as a State Chartered Savings and Loan Association. Sentinel Community converted its charter to a Federal Savings and Loan Association on June 9, 1989. In October of 1996, Sentinel Community
changed its name to Sentinel Community Bank, while remaining chartered as a Federal Savings and Loan Association. Sentinel Community Bank was merged into Western Sierra National Bank in May, 2000, and
operates as a DBA Sentinel Community Banka branch of Western Sierra National Bank.

Western
Sierra has an inactive subsidiary (acquired from Sentinel), Sentinel Associates, Inc., which is administered out of the main office. Sentinel Associates, Inc.,
was formed in October, 1983, for the purpose of developing single family residential real estate.

Banking Services.Western Sierra is a locally owned and operated bank holding company, and its primary service area is
the Northern California communities of Cameron Park, Pollock Pines, Placerville, El Dorado Hills, Lincoln, Sacramento, Roseville, Granite Bay, Sonora, Twain Harte, Columbia, Lakeport and the
surrounding communities. Western Sierra's primary business is servicing the banking needs of these communities and its marketing strategy stresses its local ownership and commitment to serve the
banking needs of individuals living and working in Western Sierra's primary service areas and local businesses, including retail, professional and real estate-related activities, in those service
areas.

Western
Sierra offers a broad range of services to individuals and businesses in its primary service areas with an emphasis upon efficiency and personalized attention. Western Sierra
provides a full line of consumer services and also offers specialized services, such as courier services to small businesses, middle market companies and professional firms. Each of Western Sierra's
subsidiary banks offers personal and business checking and savings accounts (including individual interest-bearing negotiable orders of withdrawal ("NOW"), money market accounts and/or accounts
combining checking and savings accounts with automatic transfer), IRA accounts, time certificates of deposit and direct deposit of social security, pension and payroll checks, computer cash management
and internet banking

8

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including bill payment. Western Sierra's subsidiary banks also make available commercial, construction, accounts receivable, inventory, automobile, home improvement, real estate, commercial real
estate, single family mortgage, agricultural, Small Business Administration, office equipment, leasehold improvement, installment and credit card loans (as well as overdraft protection lines of
credit), issue drafts and standby letters of credit, sell travelers' checks (issued by an independent entity), offer ATMs tied in with major statewide and national networks, extend special
considerations to senior citizens and offer other customary commercial banking services.

Most
of Western Sierra's deposits are obtained from commercial businesses, professionals and individuals. There is no concentration of deposits or any customer with 5% or more of any
of the subsidiary banks' deposits.

Other
special services and products include both personal and business economy checking products, business cash management products and mortgage products and services.

Employees.At March 31, 2001, Western Sierra and its subsidiaries employed 187 persons on a
full-time equivalent basis. Western Sierra believes its employee relations are excellent.

Recent Accounting Pronouncements.In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) 133,Accounting for Derivative Instruments and Hedging Activity,which was subsequently amended in
June 1999 by SFAS 137 and in June 2000 by SFAS 138. SFAS 133 establishes accounting and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It requires that entities recognize all derivatives as either assets or liabilities in the balance sheet and measure those
instruments at fair value. SFAS 137 deferred the required adoption date to fiscal quarters of all fiscal years beginning after June 15, 2000. SFAS 138 addressed certain issues
causing difficulties in implementing SFAS 133. Western Sierra adopted these statements on January 1, 2001 and, in management's opinion, the implementation of these pronouncements is not
expected to have a material effect on the future consolidated financial statements.

In
September 2000, the FASB issued SFAS 140,Accounting for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities,to replace SFAS 125 which was issued in June 1996. The original statement addresses issues related to transfers of financial assets in which the
transferor has some continuing involvement with the transferred assets or with the transferee. SFAS 140 resolves implementation issues which arose as a result of SFAS 125, but carries
forward most of the provisions of the original statement. SFAS 140 is effective for transfers occurring after March 31, 2001 and for disclosures relating to securitization transactions
and collateral for fiscal years ending after December 15, 2000. Management does not believe the adoption of this statement will have a significant impact on its financial statements.

The
Financial Standards Accounting Board released for comment on February 14, 2001, a revised proposal for the elimination of "pooling of interests" accounting. The FASB
indicated that it would accept comments through March 16, 2001. As proposed, it is currently anticipated that the FASB will issue a final statement in June 2001, which would likely
require, among other matters, that all mergers initiated after the issuance of the final statement be accounted for as "purchase" transactions. As proposed, a merger or business combination would be
considered initiated if the major terms of the transaction, including the exchange or conversion ratio, are publicly announced or otherwise disclosed to shareholders of the combining companies. The
revised proposal contemplates that goodwill will not be amortized to earnings as originally proposed. Instead, goodwill would be recognized as an asset in the financial statements, measured as the
excess of the cost of an acquired entity over the net of the amounts assigned to identifiable assets acquired and liabilities assumed, and then tested for impairment to assess losses and expensed
against earnings only in the periods in which the recorded value of goodwill exceeded its implied fair value, based on standards to be specified in the final statement. The effect of the proposal upon
bank mergers is uncertain, however, the goodwill in a purchase accounting

9

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transaction may not be included in the calculation of regulatory capital requirements and some investment bankers have expressed the view that the elimination of "pooling of interests" accounting will
result in lower merger premiums for sellers with the possibility of fewer transactions occurring after the effective date of the final statement.

Other.
Other legislation which has been or may be proposed to the United States Congress and the California Legislature and regulations which may be proposed by the FDIC and the DFI
may affect the business of Western Sierra. It cannot be predicted whether any pending or proposed legislation or regulations will be adopted or the effect such legislation or regulations may have upon
the business or Western Sierra.

Other
Information Concerning Western Sierra. Western Sierra holds no material patents, trademarks, licenses, franchises or concessions.

No
expenditures were made by Western Sierra since inception on material research activities relating to the development of services or the improvement of existing services. Based upon
present business activities, compliance with federal, state and local provisions regulating discharge of materials into the environment will have no material effects upon the capital expenditures,
earnings and competitive position of Western Sierra.

Results of Operations

The Company reported earnings of $1,134 thousand for the three months ended March 31, 2001 ($0.32 per share diluted) compared to
$988 thousand ($0.28 per share diluted) for the same period in 2000. The quarterly earnings represent a 14.7% increase over the same period of 2000.

Factors
contributing to the increase in operating results include an increase in the volume of earning assets, an increase in net interest income, coupled with an increase in other
non-interest income due mainly to increased volume in loan origination and packaging fees, resulting from the lower interest rate environment for mortgage loans.

Net Interest Income

Net interest income is the primary source of income for the Company. Net interest income represents the excess of interest and fees earned on interest-earning
assets (loans, deposits in other banks, investments and Federal Funds sold) over the interest paid on deposits and borrowed funds. Net interest margin is net interest income expressed as a percentage
of average earning assets. For the three months ended March 31, 2001, interest income increased $1,724 thousand (22.6%) over the same period in 2000. Interest expense on deposit accounts and
borrowings increased $1,090 (35.1%) over the same three-month period in 2000.

Net
interest margin decreased 28 basis points to 4.64% from 4.92% for the same period a year ago. The moderate net interest margin decrease is attributed to a decreasing rate
environment, average
earning assets yielding 8.43% versus 8.31% a year ago, coupled with an increased cost of funding where the average cost of funding has increased to 4.66% from 4.17% a year ago.

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The
following table sets forth the Company's daily average balance sheet, related interest income or expense and yield or rate paid for the periods indicated. Tax-exempt
investment yields have not been adjusted to a tax-equivalent yield basis.

Average Balances, Interest Income/Expense and Yields/Rates Paid  (Dollars in thousands)

|                                             |  | Three Months Ended
|-------------------------------------------- |  | ------------------
|
|
|Earning Assets                               |  |                   
|Portfolio Loans                              |  | $                 
|Tax Exempt Securities                        |  |                   
|Taxable Securities                           |  |                   
|Federal Funds Sold                           |  |                   
|Interest Bearing Deposits                    |  |                   
|Other Securities                             |  |                   
|                                             |  |                   
|Average Earning Assets                       |  |                   
|                                             |  |                   
|Average Noninterest Bearing Assets           |  |                   
|Allowance for Loan Losses                    |  |                   
|                                             |  |                   
|Average Total Assets                         |  | $                 
|                                             |  |                   
|Interest Bearing Liabilities                 |  |                   
|Interest Bearing Deposits                    |  | $                 
|Certificates of Deposit                      |  |                   
|Borrowings                                   |  |                   
|                                             |  |                   
|                                             |  |                   
|                                             |  |                   
|Other Liabilities                            |  |                   
|Shareholders' Equity                         |  |                   
|                                             |  |                   
|Average Liabilities and Shareholders' Equity |  | $                 
|                                             |  |                   
|Net Interest Income                          |  |                   
|                                             |  |                   
|Net Interest Margin                          |  |                   

11

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The following tables set forth changes in interest income and expense for each major category of earning assets and interest-bearing liabilities, and the amount of change attributable
to volume and rate changes for the periods indicated. Changes attributable to rate/volume have been allocated to volume changes.

Analysis of Changes in Net Interest Income  (Dollars in thousands)

|                                         |                                    | March 31, 2001 over March 31, 2000 |    
|---------------------------------------- | ---------------------------------- | ---------------------------------- | ---
|
|Increase (Decrease) In Interest Income:  |                                    |                                    |    
|                                         | Portfolio loans                    |                                    | $  
|                                         | Investment securities              |                                    |    
|                                         | Investment securities, non Taxable |                                    |    
|                                         | Interest bearing deposits          |                                    |    
|                                         | Federal Funds sold                 |                                    |    
|                                         | Equity investments                 |                                    |    
|                                         |                                    |                                    |    
|                                         |                                    | Total Increase                     |    
|                                         |                                    |                                    |    
|Increase (Decrease) In Interest Expense: |                                    |                                    |    
|                                         | Interest bearing accounts          |                                    |    
|                                         | Certificates of deposit            |                                    |    
|                                         | Borrowings                         |                                    |    
|                                         |                                    |                                    |    
|                                         |                                    | Total Increase                     |    
|                                         |                                    |                                    |    
|Net Increase (Decrease)                  |                                    | $                                  | 804
|                                         |                                    |                                    |    

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Noninterest Income

The Company's noninterest income consists of service charges on deposit accounts, and other service fees, loan origination and processing fees and gain on sale
of investment securities. For the three months ended March 31, 2001, noninterest income increased $266 thousand over the same period in 2000. Loan origination and processing fees
increased $303 thousand or 157.8% over the same period in the prior year. The reason for the increase are threefold:



Noninterest Expense

Noninterest expenses consist of salaries and related employee benefits, occupancy and equipment expenses, data processing fees, professional fees, directors'
fees and other operating expenses. For the three months ended March 31, 2001, noninterest expense increased $670 thousand (18.4%) over the same period in 2000.

Salary
and benefits increased $418 thousand (21.99%) over the same period last year. This increase was due primarily to the integration of the former Sentinel employees into
the Company's bonus program, the increase in commissions paid on the increased volume of loan origination and packaging fees and the implementation of new company wide incentive programs.

The
following table sets forth a summary of noninterest expense for the periods indicated.

|                          |  | Three Months Ended
|------------------------- |  | ------------------
|
|Salaries and Benefits     |  | $                 
|Occupancy & Equipment     |  |                   
|Data Processing           |  |                   
|Other Expenses            |  |                   
|                          |  |                   
|Total Noninterest expense |  | $                 
|                          |  |                   

Income Taxes

The Company's provision for income taxes includes both federal and state income taxes and reflects the application of federal and state statutory rates to the
Company's net income before taxes. The principal difference between statutory tax rates and the Company's effective tax rate is the benefit derived from investing in tax-exempt securities.
Increases and decreases in the provision for taxes reflect changes in the Company's net income before tax.

The
following table reflects the Company's tax provision and the related effective tax rate for the periods indicated.

|(Dollars in thousands) |  | March 31, 2001 |      | March 31, 2000 |  
|---------------------- |  | -------------- | ---- | -------------- | -
|Tax provision          |  | $              | 686  |                | $
|Effective tax rate     |  |                | 37.7 | %              |  
|                       |  |                |      |                |  

The
Company's effective tax rate varies with changes in the relative amounts of its non-taxable income and non-deductible expenses.

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Asset Quality

The Company concentrates its lending activities primarily within areas directly serviced by branches as previously discussed.

The
Company manages its credit risk through diversification of its loan portfolio, the application of underwriting policies and procedures and credit monitoring practices. Although
the Company has a diversified loan portfolio, a significant portion of its borrowers' ability to repay the loans is dependent upon the professional services and residential real estate development
industry sectors. Generally, the Company's loans are secured by real estate or other assets and are expected to be repaid from the cash flows of the borrower or proceeds from the sale of collateral.

The
following table sets forth the amounts of loans outstanding by category as of the dates indicated:

|(Dollars in thousands)
Portfolio Loans |  | March 31, 2001 |         | % Of Total |        | December 31, 2000 |   | % Of Total |  
|-------------------------------------- |  | -------------- | ------- | ---------- | ------ | ----------------- | - | ---------- | -
|Commercial                             |  | $              | 44,755  |            | 13.35  | %                 | $ | 38,854     |  
|Real Estate Mortgage                   |  |                | 208,470 |            | 62.21  | %                 |   | 217,095    |  
|Real Estate Construction               |  |                | 62,002  |            | 18.50  | %                 |   | 59,106     |  
|Agricultural                           |  |                | 12,141  |            | 3.62   | %                 |   | 5,025      |  
|Lease Financing                        |  |                | 3,312   |            | 0.99   | %                 |   | 3,982      |  
|Installment and other                  |  |                | 5,297   |            | 1.58   | %                 |   | 6,051      |  
|Less Deferred Loan Fees and Costs      |  |                | (849    | )          | (0.25  | )%                |   | (862       | )
|                                       |  |                |         |            |        |                   |   |            |  
|Total                                  |  |                | 335,128 |            | 100.00 | %                 |   | 329,251    |  
|                                       |  |                |         |            |        |                   |   |            |  
|Less Allowance for Loan Losses         |  |                | (4,525  | )          |        |                   |   | (4,395     | )
|                                       |  |                |         |            |        |                   |   |            |  
|Total Net Loans                        |  | $              | 330,603 |            |        |                   | $ | 324,856    |  
|                                       |  |                |         |            |        |                   |   |            |  

Net
portfolio loans increased $5,747 thousand or 1.8% at March 31, 2001 over $324.8 million at December 31, 2000. The portfolio mix remains stable with the mix at
December 31, 2000, with commercial loans of approximately 13%, real estate construction of 19% and commercial real estate mortgage at 62%.

The
Company's practice is to place an asset on nonaccrual status when one of the following events occurs: (i) any installment of principal or interest is 90 days or more
past due (unless in management's opinion the loan is well secured and in the process of collection), (ii) management determines the ultimate collection of principal or interest to be unlikely
or (iii) the terms of the loan have been renegotiated due to a serious weakening of the borrower's financial condition. Nonperforming loans are loans that are on nonaccrual, are 90 days
past due and still accruing or have been restructured. Impaired loans are loans for which it is probable that the Company will not be able to collect all amounts due. The Company had no impaired loans
at March 31, 2001 compared to $803,000 in impaired loans that had impairment allowances of $35,000 as of December 31, 2000.

The
following table sets forth a summary of the Company's nonperforming assets as of the dates indicated:

|(Dollars in thousands)
Non performing assets |  | March 31, 2001 |     | December 31, 2000
|-------------------------------------------- |  | -------------- | --- | -----------------
|Nonaccrual loans                             |  | $              | 933 |                  
|90 days and still accruing                   |  |                | 0   |                  
|Other Real Estate                            |  |                | 0   |                  

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Allowance for Loan and Lease Losses (ALLL)

The Company makes provisions to the ALLL on a regular basis through charges to operations that are reflected in the Company's statements of income as a
provision for loan losses. When a loan is deemed uncollectible, it is charged against the allowance. Any recoveries of previously charged-off loans are credited back to the allowance.
There is no precise method of predicting specific losses or amounts that ultimately may be charged-off on particular categories of the loan portfolio.

Similarly,
the adequacy of the ALLL and the level of the related provision for possible loan losses is determined on a judgment basis by management based on consideration of
(i) economic conditions, (ii) borrowers' financial condition, (iii) loan impairment, (iv) evaluation of industry trends, (v) industry and other concentrations,
(vi) loans which are contractually current as to payment terms but demonstrate a higher degree of risk as identified by management, (vii) continuing evaluation of the performing loan
portfolio, (viii) monthly review and evaluation of problem loans identified as having loss potential, (ix) quarterly review by the Board of Directors, (x) off balance sheet risks
and (xi) assessments by regulators and other third parties. Management and the Board of Directors evaluate the allowance and determine its desired level considering objective and subjective
measures, such as knowledge of the borrowers' business, valuation of collateral, the determination of impaired loans and exposure to potential losses.

The
ALLL is a general reserve available against the total loan portfolio and off balance sheet credit exposure. It is maintained without any interallocation to the categories of the
loan portfolio, and the entire allowance is available to cover loan losses. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary
based on changes in economic conditions. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company's ALLL. Such agencies may require
the Company to provide additions to the allowance based on their judgment of information available to them at the time of their examination. There is uncertainty concerning future economic trends.
Accordingly, it is not possible to predict the effect future economic trends may have on the level of the provision for possible loan losses in future periods.

The
adequacy of the ALLL is calculated upon three components. First is the dollar weighted risk rating of the loan portfolio, including all outstanding loans and leases, off balance
sheet items, and commitments to lend. Every extension of credit has assigned a risk rating based upon a comprehensive definition intended to measure the inherent risk of lending money. Each rating has
an assigned risk factor expressed as a reserve percentage. Central to this assigned risk (reserve) factor is the five-year historical loss record of the bank.

Secondly,
established specific reserves are available for individual loans currently on management's watch and classified loan lists. These are the estimated potential losses
associated with specific borrowers based upon the collateral and event(s) causing the risk rating.

The
third component is unallocated. This reserve is for qualitative factors that may effect the portfolio as a whole, such as those factors described above.

Management
believes the assigned risk grades and our methods for managing changes are satisfactory. Management believes the loan portfolio performance has improved as reflected by the
stable and low delinquency ratio. Watch list and classified loans have increased somewhat over the past year, primarily due to a greater acceptance to move more susceptible although performing
accounts to attention. This minimal increase does not suggest a trend.

15

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The following table summarizes the activity in the ALLL reserves for the periods indicated.

|                                  |  | Three Months Ended |      
|--------------------------------- |  | ------------------ | -----
|
|Beginning balance for loan losses |  | $                  | 4,395
|Provision for Loan Losses         |  |                    | 90   
|Charge offs:                      |  |                    |      
|Commercial                        |  |                    | (0   
|Real Estate                       |  |                    | (2   
|Other                             |  |                    | (5   
|                                  |  |                    |      
|Total Charge offs                 |  |                    | (7   
|Recoveries:                       |  |                    |      
|Commercial                        |  |                    | 43   
|Real Estate                       |  |                    | 0    
|Other                             |  |                    | 4    
|                                  |  |                    |      
|Total Recoveries                  |  |                    | 47   
|Ending Balance                    |  | $                  | 4,525
|ALLL to total loans               |  |                    | 1.35 
|Net charge offs to average loans  |  |                    | (0.01

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Investment Portfolio

Total investment securities increased $1,625 thousand in the first three months of 2001 or 2.30%. The increase was an investment of deposit growth.

Liquidity

A Funds Management Policy has been developed by the Company's management and approved by the Company's Board of Directors which establishes guidelines for the
investments and liquidity of the Company. The goals of this policy are to provide liquidity to meet the financial requirements of Western Sierra's customers, maintain adequate reserves as required by
regulatory agencies and maximize earnings of Western Sierra. Liquidity of Western Sierra at March 31, 2001 was 20.5% and December 31, 2000 was 19.8%, based on liquid assets (consisting
of cash and due from banks, investments not pledged, federal funds sold and loans available-for-sale) divided by total liabilities. Western Sierra's management believes it
maintains adequate liquidity levels.

Capital Adequacy

Overall capital adequacy is monitored on a day-to-day basis by the Company's management and reported to the Company's Board of
Directors on a monthly basis. The Bank's regulators measure capital adequacy by using a risk-based capital framework and by monitoring compliance with minimum leverage ratio guidelines.
Under the risk-based capital standard, assets reported on the Company's balance sheet and certain off-balance sheet items are assigned to risk categories, each of which is
assigned a risk weight.

This
standard characterizes an institution's capital as being "Tier 1" capital (defined as principally comprising shareholders' equity) and "Tier 2" capital (defined as principally
comprising the qualifying portion of the ALLL).

The
minimum ratio of total risk-based capital to risk-adjusted assets, including certain off-balance sheet items, is 8%. At least
one-half (4%) of the total risk-based capital (Tier 1) is to be comprised of common equity; the balance may consist of debt securities and a limited portion of the ALLL.

The
following table sets forth the Company's capital ratio as of the dates indicated.

|                                                  |  | March 31, 2001 |  | December 31, 2000
|------------------------------------------------- |  | -------------- |  | -----------------
|
|Total Risk-Based Capital                          |  | 10.9%          |  | 10.7%            
|Tier 1 Capital to Risk-Based Assets               |  | 9.7%           |  | 9.5%             
|Tier 1 Capital to Average Assets (Leverage ratio) |  | 8.5%           |  | 6.9%             

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As a financial institution, the Company's primary component of market risk is interest rate volatility. Fluctuation in interest rates will ultimately impact
both the level of income and expense recorded on a large portion of its assets and liabilities, and the market value of all interest earning assets and interest bearing liabilities, other than those
which possess a short term to maturity. Since virtually all of the Company's interest earning assets and all of its interest bearing liabilities are located at the Bank level,
virtually all of the Company's interest rate risk exposure lies at the Bank level. As a result, all significant interest rate risk management procedures are performed at the Bank level. Based upon the
nature of their operations, the Banks are not subject to foreign currency exchange or

17

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commodity price risk. The Banks' real estate loan portfolios, concentrated primarily within northern California, are subject to risks associated with the local economies.

The
fundamental objective of the Company's management of its assets and liabilities is to maximize economic value while maintaining adequate liquidity and an exposure to interest rate
risk deemed by management to be acceptable. Management believes an acceptable degree of exposure to interest rate risk results from the management of assets and liabilities through maturities, pricing
and mix to attempt to neutralize the potential impact of changes in market interest rates. The Banks' profitability is dependent to a large extent upon their net interest income which is the
difference between their interest income on interest-earning assets, such as loans and securities, and their interest expense on interest-bearing liabilities, such as deposits and borrowings. The
Banks, like other financial institutions, are subject to interest rate risk to the degree that their interest-earning assets reprice differently than their interest-bearing liabilities. The Banks
manage their mix of assets and liabilities with the goals of limiting their exposure to interest rate risk, ensuring adequate liquidity, and coordinating their sources and uses of funds.

The
Banks seek to control their interest rate risk exposure in a manner that will allow for adequate levels of earnings and capital over a range of possible interest rate
environments. The Banks have adopted formal policies and practices to monitor and manage interest rate risk exposure. As part of this effort, the Banks will measure interest rate risk utilizing both
an internal ALMII module which runs on the mainframe computer system and utilizing third party sources which can be compared and analyzed, enabling management to make any adjustments as necessary.

The
following table sets forth as of March 31, 2001, the distribution of repricing opportunities for Western Sierra's earning assets and interest-bearing liabilities, the
interest rate sensitivity gap, the cumulative interest rate sensitivity gap, the interest rate sensitivity gap ratio (i.e. earning assets divided by interest-bearing liabilities) and the cumulative
interest rate sensitivity gap ratio.

|                                               |  | Within
Three Months |         | After Three
Months But
Within Six
Months |   | After Six Months
But Within
One Year |   | After One Year
But Within
Five Years |         | After Five
Years |   | Total  
|---------------------------------------------- |  | ------------------- | ------- | ---------------------------------------- | - | ------------------------------------ | - | ------------------------------------ | ------- | ---------------- | - | -------
|Earning assets:                                |  |                     |         |                                          |   |                                      |   |                                      |         |                  |   |        
|Federal funds sold                             |  | $                   | 31,950  |                                          |   |                                      |   |                                      |         |                  |   |        
|Investment securities and other                |  |                     | 20,055  |                                          | $ | 4,130                                |   | $                                    | 10,671  |                  | $ | 14,077 
|Loans                                          |  |                     | 146,303 |                                          |   | 8,991                                |   |                                      | 23,775  |                  |   | 75,653 
|                                               |  |                     |         |                                          |   |                                      |   |                                      |         |                  |   |        
|Total earning assets                           |  |                     | 198,308 |                                          |   | 13,121                               |   |                                      | 34,446  |                  |   | 89,730 
|Interest-bearing liabilities:                  |  |                     |         |                                          |   |                                      |   |                                      |         |                  |   |        
|Savings                                        |  |                     | 19,864  |                                          |   | 9,932                                |   |                                      |         |                  |   |        
|Interest-bearing transaction accounts          |  |                     | 82,861  |                                          |   | 18,413                               |   |                                      |         |                  |   |        
|Time deposits                                  |  |                     | 101,921 |                                          |   | 67,036                               |   |                                      | 39,682  |                  |   | 11,182 
|Other borrowings                               |  |                     | 2,025   |                                          |   |                                      |   |                                      |        |                  |   |        
|                                               |  |                     |         |                                          |   |                                      |   |                                      |         |                  |   |        
|Total interest-bearing liabilities             |  |                     | 206,671 |                                          |   | 95,381                               |   |                                      | 39,682  |                  |   | 11,182 
|                                               |  |                     |         |                                          |   |                                      |   |                                      |         |                  |   |        
|Interest rate sensitivity gap                  |  | $                   | (8,363  | )                                        | $ | (82,260                              | ) | $                                    | (5,236  | )                | $ | 78,548 
|Cumulative interest rate sensitivity gap       |  |                     | (8,363  | )                                        |   | (90,623                              | ) |                                      | (95,859 | )                |   | (17,311
|Interest rate sensitivity gap ratio            |  |                     | (0.96   | )                                        |   | (0.14                                | ) |                                      | (0.87   | )                |   | 8.02   
|Cumulative interest rate sensitivity gap ratio |  |                     | (0.96   | )                                        |   | (0.70                                | ) |                                      | (0.72   | )                |   | (0.95  

18

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The
opportunity to reprice assets in the same dollar amounts and at the same time as liabilities would minimize interest rate risk in any interest rate environment. The difference
between the amounts of assets and liabilities repriced at the same time, or "gap", represents the risk, or opportunity, in repricing. In general, if more assets than liabilities are repriced at a
given time in a rising rate environment, net interest income would improve while in a declining rate environment, net interest income would decline. If more liabilities than assets were repriced under
the same conditions the opposite would result. The Company appears liability sensitive in the immediate to one year area, and turns asset sensitive in the longer term. This can be and is influenced by
the fact that interest-bearing
transaction accounts which consist of money market, NOW and savings deposit accounts are classified as repricing within three months when in fact these deposits may be immediately repriced at
management's option, thus assisting in the further management of interest rate risk. The Company lists these deposits as it has because this is the actual historical trend it has experienced.

PART II. OTHER INFORMATION

Item 1. Legal proceedings

The Company and its subsidiaries are involved in various legal actions arising in the ordinary course of business. The Company believes that the ultimate
disposition of all currently pending matters will not have a material adverse effect on the Company's financial condition or results of operations.

Item 2. Changes in securities and use of proceeds

N/A

Item 3. Defaults upon Senior Securities

N/A.

Item 4. Submission of Matters to a vote of Security Holders

The company did not submit any matter to a vote of the security holders during the first quarter of 2000.

19

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Item 5. Other Information

N/A.

Item 6A. Exhibits

N/A

Item 6B. Reports on Form 8-K

No report on form 8-K were filed during the first quarter of 2001.

SIGNATURES

Following the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

| |  | WESTERN SIERRA BANCORP(Registrant)
| |  | ----------------------------------

Date:
May 14, 2001

| |  | /s/GARY D. GALLGary D. Gall
President/ Chief Executive Officer
| |  | --------------------------------------------------------------
| |  | /s/LESA FYNESLesa Fynes
Chief Financial Officer               

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