Form of First Supplemenal Indenture



 Exhibit 4.12 
  
 FORM OF FIRST SUPPLEMENTAL INDENTURE 
  
 THIS FIRST SUPPLEMENTAL INDENTURE dated as of May     , 2004 is by and among U.S. BANK
NATIONAL ASSOCIATION (as successor-in-interest to State Street Bank and Trust Company of Connecticut, National Association), a national banking association (herein, together with its successors in trust, the “Trustee”) and
PLACER SIERRA BANCSHARES (the “Successor Company”), a California corporation and the successor by merger with SOUTHLAND CAPITAL CO. (the “Existing Issuer”), a California corporation and the “Company” under
the Indenture referred to below. 
  
 NOW, THEREFORE, in
consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee and the Successor Company hereby agree as follows:

  
  
 PRELIMINARY STATEMENTS 
  
 The Trustee and the Existing Issuer are parties to that certain Indenture dated as of December 18, 2001 (the “Indenture”), pursuant to which the Existing Issuer issued $12,372,000 of its Floating Rate Junior Subordinated
Deferrable Interest Debentures due 2031. 
  
 As permitted by the
terms of the Indenture, the Existing Issuer has, simultaneously with the effectiveness of this First Supplemental Indenture, merged (referred to herein as the “Transaction”) with and into the Successor Company, with the Successor Company
as the surviving corporation. The parties hereto are entering into this First Supplemental Indenture pursuant to, and in accordance with, Section 9.1 of the Indenture. 
  
 SECTION 1. Definitions. All capitalized terms used herein which are defined in the Indenture, either directly
or by reference therein, shall have the respective meanings assigned them in the Indenture except as otherwise provided herein or unless the context otherwise requires. 
  
 SECTION 2. Interpretation. (a) In this first Supplemental Indenture, unless a clear contrary intention
appears: 
  
 (i) the singular number includes the
plural number and vice versa; 
  
 (ii) reference
to any gender includes the other gender; 
  
 (iii) the words “herein” “hereof” “hereto” and “hereunder” and other words of similar import refer to this First Supplemental Indenture as a whole and not to any particular Section or other
subdivision; 
  
 (iv) reference to any Person
includes such Persons’ successors and assigns but, if applicable, only if such successors and assigns are permitted by this First Supplemental Indenture or the Indenture, and reference to a Person in a particular capacity excludes such Person
in any other capacity or individually 







 provided that nothing in this clause (iv) is intended to authorize any assignment not otherwise permitted
by this First Supplemental Indenture or the Indenture; 
  
 (v) reference to any agreement, document or instrument means such agreement, document or instrument as amended, supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms
hereof, as well as any substitution or replacement therefor and reference to any note includes modifications thereof and any note issued in extension or renewal thereof or in substitution or replacement therefor; 
  
 (vi) reference to any Section means such Section of
this First Supplemental Indenture; and 
  
 (vii)
the word “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term. 
  
 (b) No provision in this First Supplemental Indenture shall be interpreted or construed against any Person because that
Person or its legal representative drafted such provision. 
  
 SECTION 3. Assumption of Obligations. (a) Pursuant to, and in compliance and accordance with, Section 11.1 of the Indenture, the Successor Company hereby expressly and unconditionally assumes the due and punctual payment of
the principal of and premium, if any, and interest on, and any Additional Interest and Additional Sums with respect to, all of the Debentures and the due and punctual performance and observance of each and every covenant and condition of the Company
under the Indenture, all as if the Successor Company were the Company thereunder. 
  
 (b) Pursuant to Section 11.2 of the Indenture, the Successor Company shall succeed to, and be substituted for the Company, and may exercise every right and power of, the Company under the Indenture with the same
effect as if the Successor Company had originally been the Company under the Indenture. 
  
 SECTION 4. Representations and Warranties. The Successor Company represents and warrants that (a) it has all necessary power and authority to execute and deliver this First Supplemental Indenture and to
perform the Indenture, (b) that it is the successor by merger of the Existing Issuer pursuant to a valid merger effected in accordance with applicable law, (c) that it is a corporation organized and existing under the laws of the State of
California, (d) that, both immediately before and after giving effect to this First Supplemental Indenture, no Default or Event of Default has occurred and is continuing, and (e) that this First Supplemental Indenture is executed and delivered
pursuant to Section 9.1 of the Indenture and does not require the consent of the Securityholders. 
  
 SECTION 5. Conditions of Effectiveness. This First Supplemental Indenture shall become effective when, and only when, 







 (a) the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have
received a counterpart of this First Supplemental Indenture executed by the Successor Company; 
  
 (b) the Trustee shall have received an Officers’ Certificate stating that the Transaction and this First Supplemental Indenture comply with Article IX of the Indenture; and 
  
 (c) the Trustee shall have received an Opinion of Counsel, in form and
substance satisfactory to it, to the effect that the Transaction and the execution and delivery of this First Supplemental Indenture is permitted by and is effected in compliance with the Indenture. 
  
 SECTION 6. Reference to the Indenture. (a) Upon the
effectiveness of this First Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Indenture, as affected, amended
and supplemented hereby. 
  
 (b) Upon the effectiveness of this
First Supplemental Indenture, all references in each of the Debentures, and in the other documents and instruments executed in connection therewith, to the Indenture, including each term defined by reference to the Indenture, shall mean and be a
reference to the Indenture or such term, as the case may be, as affected, amended and supplemented hereby. 
  
 (c) The Indenture, as amended and supplemented by the amendment and supplement referred to above, shall remain in full force and effect and is hereby
ratified and confirmed. 
  
 SECTION 7. Execution in
Counterparts. This First Supplemental Indenture may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of
which when taken together shall constitute but one and the same instrument. 
  
 SECTION 8. Governing Law; Binding Effect. This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties
hereto and their respective successors and assigns. 
  
 SECTION
9. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or the due execution thereof by the Successor Company. The recitals of
fact contained herein shall be taken as the statements solely of the Successor Company, and the Trustee assumes no responsibility for the correctness thereof. 
  

 
 [Signatures begin on following page] 







 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
executed and effective as of the date first stated herein, by their respective offices thereunto duly authorized. 
  
  

			
	THE SUCCESSOR COMPANY:
	 
	PLACER SIERRA BANCSHARES
		
	By:	  	 
	Name:	  	Ronald Bachli
	Title:	  	Chief Executive Officer
	
	THE TRUSTEE:
	 
	U.S. BANK NATIONAL ASSOCIATION (as successor-in-interest to State Street Bank and Trust Company of Connecticut, National Association)
		
	By:	  	 
	Name:	  	 
	Title: