**Exhibit 10.2**

**EMPLOYMENT AGREEMENT**

**THIS EMPLOYMENT AGREEMENT**(the “Agreement”) is madeand entered into as of August 14, 2006 (the “Effective Date”) by and between PLACER SIERRA BANCSHARES, a California corporation (the “Company”) and FRANK J. MERCARDANTE (the “Executive”) (collectively sometimesreferred to as the “Parties”). 

1. Employment Period. The Company hereby agrees to employ the Executive, and the Executivehereby agrees to enter into the employ of the Company, subject to the terms and conditions of this Agreement for a term of two (2) years commencing August 14, 2006, and continuing until December 31, 2008, unless earlier terminated asprovided in Section 3. Commencing on January 1, 2007, and on each January 1st thereafter, the term ofExecutive’s employment under this Agreement automatically shall be extended for an additional one (1) year (ending two (2) years following such January 1stanniversary date), unless prior to such anniversary date either Party gives written notice to the other Party in accordance with Section 17(e) of this Agreement that the term ofExecutive’s employment under the Agreement is not to be so extended. The period of the Executive’s employment hereunder is herein referred to in this Agreement as the “Employment Period.” 

2. Terms of Employment. 

(a)Position and Duties. 

(i) The Executive shall serve as a member of the Board of Directors and as Chief ExecutiveOfficer of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position, including, but not limited to, the roles and responsibilities described in Exhibit B hereto. 

(ii) The Executive’s services shall be performed primarily at the Company’s office in Sacramento, California (generally threebusiness days per week at Executive’s discretion) and also at the Company’s Southern California offices in Carlsbad, California and Anaheim, California (generally two business days per week at Executive’s discretion). 

(iii) The Executive shall also serve, without additional compensation, as Chairman of the Board and Chief Executive Officer of PlacerSierra Bank, a subsidiary of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position. 

(iv) The Executive shall devote his full time, ability and attention to the business of the Company during the term of this Agreement, and shall neither directly nor indirectly render any services of a business,commercial or professional nature to any other person, firm, corporation or organization for compensation without the prior written consent of the Board of Directors of the Company (the “Board”). Notwithstanding the foregoing, it is alsounderstood and agreed that the Executive currently serves and may continue to serve as a member of the Finance Council of the Diocese of San Diego. 

(b) Compensation. 

(i) Base Salary. The Executive shall receive a base salary at an annual rate of$540,000, subject to annual review at the discretion of the Board (the “Base Salary”). The Base Salary shall be payable in semi-monthly installments in accordance with the Company’s normal 

payroll procedures, and shall be reduced by payroll taxes and withholding required by federal, state or local law and any additional withholding to which theExecutive agrees in writing. 

(ii) Incentive Bonus. On or before December 31, 2006, the Company and theExecutive shall agree upon an incentive bonus plan for the Executive (the “Bonus Plan”), effective as of January 1, 2007. The Bonus Plan shall provide for incentive compensation to be paid to the Executive for each year during theEmployment Period based upon a combination of the Company’s achievement of earnings targets and the performance of the Company’s Common Stock. 

(iii) Stock Options. The Executive shall be granted an option to purchase 150,000 shares of the Company’s Common Stock at fair market value on the date of grant, which date shall be the date this Agreementis executed by both Parties (the “Employee Stock Option”). The Employee Stock Option shall be granted for a term of six (6) years pursuant to the stock option plan of the Company. The Employee Stock Option shall be vested andexercisable as to 50,000 of the underlying option shares on the date of grant and shall further vest and become exercisable as to an additional 50,000 underlying shares on January 1, 2007, and as to the final 50,000 underlying shares onJanuary 1, 2008, in each case subject to acceleration of vesting as described in this Agreement. 

(iv) OtherEmployee Benefit Plans. The Executive shall be entitled to participate in all employee benefit, welfare and other plans, practices, policies and programs generally applicable to similarly situated executives of the Company as in effect from timeto time. Notwithstanding the foregoing, the Executive shall not participate in the Company’s Executive Incentive Compensation Plan or any other plan which provides incentive compensation generally to executive officers or other employees of theCompany. 

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

(vi) Automobile Allowance. During the term of this Agreement, the Executive shall be entitled to an automobile allowance in theamount of $1,200 per month (less payroll taxes and withholding required by federal, state or local law). In addition, Company shall pay the amounts incurred by Executive for fuel for business related travel and for scheduled maintenance of theExecutive’s automobile used principally for business related travel. Except for this automobile allowance and payment of fuel and scheduled maintenance charges, Company shall not be obligated to pay any other expenditure with respect to theownership or operation of Executive’s automobile, and Executive will be responsible for all out-of-pocket expenses, including, but not limited to, registration, insurance, repairs and unscheduled maintenance. The Executive shall procure andmaintain an automobile liability insurance policy on the Executive’s automobile used principally for business related travel, with coverage including at least $100,000 for bodily injury or death to any one person, $300,000 for bodily injury ordeath in any one accident, and $50,000 for property damage in any one accident. The Company shall be named as an additional insured and the Executive shall provide the Company with copies of all policies evidencing insurance and the Company’sinclusion as an additional insured. 

(vii) Signing Bonus. Within ten (10) business days following theExecutive’s first day of employment, the Company shall pay the Executive a bonus of $7,000.00 (less payroll taxes and withholding required by federal, state or local law) to compensate the Executive for the cancellation of his previouslyscheduled European vacation and other personal expenses incurred in connection with the commencement of his employment with the Company. 

(viii) Vacation. The Executive shall be entitled to six weeks (30 business days) paid vacation leave per year, which shall accrue on a daily basis. Such vacation leave shall be taken at such time or times asare mutually agreed upon by the Executive and the Board and in accordance with the Company’s vacation leave policy, provided, that at least two (2) weeks of such vacation shall be taken consecutively. The Executive acknowledges that therequirement of two (2) consecutive weeks of vacation is required by sound banking practice. For each calendar year, the Board shall decide, in its discretion, either (1) to pay the Executive for any unused vacation time for such calendaryear or (2) to carry over any unused vacation time for such calendar year to the next calendar year, provided, however, that the Executive shall not accrue additional vacation time at any time that the Executive has accrued and unused vacationtime of seven (7) weeks. 

(ix) Executive Retirement Plan. The Company or Placer Sierra Bank has succeeded to andassumed the obligations of Southwest Community Bank (“Southwest”) under the Executive Supplemental Compensation Agreement by and between Southwest and the Executive dated October 17, 2001, as amended, and such Executive SupplementalCompensation Agreement shall continue in full force and effect. 

3. Termination of Employment. 

(a) Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during theEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give the Executive written notice inaccordance with Section 17(e) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, the “Disability” of the Executive has occurred if the Executive is not able, as aresult of an illness or other physical or mental disability, to perform the essential functions of his position as required by this Agreement for a period of ninety (90) consecutive days or in excess of one hundred eighty (180) days in anyone (1) year period, notwithstanding reasonable accommodation by the Company to the Executive’s known physical or mental disability, solely in accordance with, and to the extent required by, the Americans with Disabilities Act, 29 U.S.C.sections 12101-213 or any other state or local law governing the employment of disabled persons (the “ADA”) provided such accommodation would not impose an undue hardship on the operation of the Company’s business or a direct threatto the Executive or others pursuant to the ADA. 

(b) Cause. The Company may terminate the Executive’s employmentfor Cause or without Cause. For purposes of this Agreement, “Cause” shall mean: 

(i) Any act of materialdishonesty; 

(ii) Any material breach of this Agreement; 

(iii) Any breach of a fiduciary duty (involving personal profit); 

(iv) Any habitual neglect of, or habitual negligence in carrying out, those duties contemplated under Sections 1 and 2 of this Agreement;

(v) Any willful violation of any law, rule or regulation, which, by virtue of bank regulatory restrictions imposed as aresult thereof, would have a material adverse effect on the business or financial prospects of the Company; 

(vi) Anyconviction of any felony which may be reasonably interpreted to be harmful to the Company’s reputation; 

(vii) Therequirement to comply with any final cease-and-desist order or written agreement with any applicable state or federal bank regulatory authority which requests or orders the Executive’s dismissal or limits the Executive’s employment duties;

(viii) Any conduct which constitutes unfair competition with the Company or any parent company, shareholder, subsidiary,division or affiliate thereof; 

(ix) The inducement of any client, customer, agent or employee to break any contract orterminate the agency or employment relationship with the Company or any parent company, shareholder, subsidiary, division or affiliate thereof; or 

(x) Any willful engaging in illegal conduct or gross misconduct, which is materially and demonstrably injurious to the business or reputation of the Company or any of its subsidiaries. For purposes of this subsection(x), in determining whether cause exists, no act or failure to act on part of Employee shall be considered “willful” unless done, or omitted to be done, by Employee in bad faith and without reasonable belief that the action or omission wasin, or not opposed to, the best interest of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board is conclusively presumed to be done, or omitted to be done, byEmployee in good faith and in the best interest of the Company. The Company must notify Employee of any event constituting cause within ninety (90) days following the Company’s knowledge of its existence or such event shall not constitutecause for purpose of this subparagraph (x). 

Termination for Cause by the Company shall not constitute a waiver of any remedies that mayotherwise be available to the Company under law, equity, or this Agreement. 

(c) Good Reason. The Executive’semployment may be terminated by the Executive for Good Reason. For purposes of this Agreement, “Good Reason” shall mean in the absence of a written consent of the Executive: 

(i) The assignment to the Executive of duties inconsistent with the Executive’s status as Chief Executive Officer of the Company or asubstantial adverse alteration in the nature or stature of the Executive’s responsibilities from those described herein, which is not cured by the Company within seven (7) business days after the Executive delivers written notice to theCompany of such assignment or alteration; 

(ii) A reduction by the Company of the Executive’s then current Base Salary;

(iii) Any material breach by the Company of any provisions of this Agreement, whichbreach is not cured by the Company within seven (7) business days after the Executive delivers written notice of such breach to the Company. 

(iv) The Company’s requiring the Executive to be based at any office location outside of Sacramento, California or Carlsbad, California; 

(v) Any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement;and 

(vi) Any failure by the Company to comply with and satisfy Section 14 (c) of this Agreement. 

(d) Change in Control. The Executive may terminate this Agreement upon a Change in Control of the Company, provided that theExecutive provides Notice of Termination pursuant to Section 3(e) of this Agreement not later than two (2) years after the Change in Control occurs. “Change in Control” shall mean 

(i) The consummation of a plan of dissolution or liquidation of the Company; 

(ii) The consummation of a plan of reorganization, merger or consolidation involving the Company, except for a reorganization, merger orconsolidation where (A) the shareholders of the Company immediately prior to such reorganization, merger or consolidation own directly or indirectly more than 50% of the combined voting power of the outstanding voting securities of thecorporation resulting from such reorganization, merger or consolidation (the “Surviving Corporation”) and the individuals who were members of the Board immediately prior to the execution of the agreement providing for such reorganization,merger or consolidation constitute at least 50% of the members of the board of directors of the Surviving Corporation, or a corporation beneficially directly or indirectly owning a majority of the voting securities of the Surviving Corporation; or(B) the Company is reorganized, merged or consolidated with a corporation in which any shareholder owning at least 50% of the combined voting power of the outstanding voting securities of the Company immediately prior to such reorganization,merger or consolidation, owns at least 50% of the combined voting power of the outstanding voting securities of the corporation resulting from such reorganization, merger or consolidation; 

(iii) The sale of all or substantially all of the assets of the Company to another person or entity; 

(iv) The acquisition of beneficial ownership of stock representing more than fifty percent (50%) of the voting power of the Companythen outstanding by another person or entity. 

(e) Notice of Termination. Any termination by the Company whether forCause or otherwise, or by the Executive for Good Reason or otherwise, shall be communicated by Notice of Termination to the other Party hereto given in accordance with Section 17(e) of this Agreement. For purposes of this Agreement, a“Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon; and (ii) if the Date of Termination (as defined below) is other than the date of receipt of suchnotice, specifies the termination date (which date shall be not more than thirty (30) days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance whichcontributes 

to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or theCompany, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder. 

(f) Date of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated by the Company for any reason other than death or Disability, or by the Executive forGood Reason or incident to a Change in Control, the date of receipt of the Notice of Termination or any later date specified therein within 30 days of such notice, as the case may be; (ii) if the Executive’s employment is terminated byreason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be; and (iii) if the Executive terminates his employment other than for Good Reason, the Dateof Termination shall be 30 days after the date of Notice of Termination, unless the Company, at its option, chooses an earlier date. 

4.Obligations of the Company upon Termination. 

(a) Good Reason; Other Than for Cause, Change in Control, Death orDisability. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause, death or Disability or the Executive shall terminate employment for Good Reason (other than incident to a Change inControl): 

(i) The Company shall pay to the Executive a lump sum payment in an amount equal to the balance ofExecutive’s then current Base Salary for the remainder of the Employment Period (less payroll taxes and withholding required by any federal, state or local law, any additional withholding to which the Executive has agreed, and any outstandingobligations owed by the Executive to the Company). No portion of such amount shall be payable unless and until Executive tenders his resignation from the Board (if Executive is then serving on the Board) and from the Board of Directors of PlacerSierra Bank and eight days have passed following Executive’s delivery to the Company of a duly executed Release in the form of Exhibit “A” hereto. 

(ii) Any and all stock options granted to the Executive under any stock option plan of the Company and held by the Executive at the Dateof Termination shall become fully vested and shall be exercisable for a period of three (3) years after the Date of Termination (provided, however, that the exercise period shall not extend past the original term of the option). No stockoptions shall become fully vested pursuant to this section 4(a) unless and until Executive tenders his resignation from the Board (if Executive is then serving on the Board) and from the Board of Directors of Placer Sierra Bank and eight days havepassed following Executive’s delivery to the Company of a duly executed Release in the form of Exhibit “A” hereto. 

(iii) The Executive shall receive those benefits, if any, that have vested by operation of state or federal law or under any written term of a plan, including, if any, accrued bonus and/or accrued but unused vacation days (“VestedBenefits”). 

(iv) The Executive shall be entitled to receive health care coverage continuation rights under theConsolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA Rights”), which will be paid for at the Company’s expense while the COBRA Rights are available. 

The payments by the Company specified in Section 4(a)(i) above shall constitute liquidated damages in lieu of any and all claims by the Executiveagainst the Company and each of its parent 

companies, shareholders, subsidiaries, divisions and affiliates, and each of their respective directors, partners, members, officers, employees and agents,arising out of this Agreement or out of the employment relationship or termination of the employment relationship between the Executive and the Company, and shall be in full and complete satisfaction of any and all rights which the Executive mayenjoy hereunder, and are expressly conditioned upon receipt by the Company of an executed, unconditional Release from the Executive in the form of Exhibit “A”. 

(b) Change in Control. In the event of a Change in Control and, during the two (2) year period following such Change inControl, the Executive terminates employment with the Company (pursuant to Section 3(d)): 

(i) The Company shall pay tothe Executive a single sum severance payment calculated to consist of an amount equal to two (2) times the Executive’s then current Base Salary, as defined in Section 2(b)(i) (less payroll taxes and withholding required by anyfederal, state or local law, any additional withholding to which the Executive has agreed, and any outstanding obligations owed by the Executive to the Company). No portion of such severance pay shall be payable unless and until Executive tendershis resignation from the Board (if Executive is then serving on the Board) and from the Board of Directors of Placer Sierra Bank and eight days have passed following Executive’s delivery to the Company of a duly executed Release in the form ofExhibit “A” hereto. 

(ii) Any and all stock options previously granted to the Executive under any stock optionplan of the Company and held by the Executive at the Date of Termination shall become fully vested and shall be exercisable for a period of three (3) years after the Date of Termination (provided, however, that the exercise period shall notextend past the original term of the option). No stock options shall become fully vested pursuant to this section 4(b) unless and until Executive tenders his resignation from the Board (if Executive is then serving on the Board) and from the Boardof Directors of Placer Sierra Bank and eight days have passed following Executive’s delivery to the Company of a duly executed Release in the form of Exhibit “A” hereto. 

(iii) The Executive shall receive Vested Benefits, as defined hereinabove. 

(iv) The Executive shall be entitled to receive COBRA Rights, as defined hereinabove, which will be paid for at the Company’s expensewhile the COBRA Rights are available. 

The payments specified in Sections 4(b)(i) and 4(b)(ii) above shall constitute liquidated damages inlieu of any and all claims by the Executive against the Company and each of its parent companies, shareholders, subsidiaries, divisions and affiliates, and each of their respective directors, partners, members, officers, employees and agents,arising out of this Agreement or out of the employment relationship or termination of the employment relationship between the Executive and the Company, and shall be in full and complete satisfaction of any and all rights which the Executive mayenjoy hereunder, and are expressly conditioned upon receipt by the Company of an executed, unconditional Release from the Executive in the form of Exhibit “A”. 

(c) Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period,this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than for payment of accrued Base Salary and any Vested Benefits. Accrued Base Salary and Vested Benefits shall bepaid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. 

(d) Disability. If the Executive’s employment is terminated by reason of theExecutive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of accrued Base Salary. The Executive shall also be entitled to receive Vested Benefits, asdefined hereinabove, and COBRA rights, as defined hereinabove. 

(e) Cause; Other than for Good Reason. If theExecutive’s employment shall be terminated for Cause or if the Executive terminates his employment without Good Reason during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than theobligation to pay to the Executive (i) his Base Salary through the Date of Termination, (ii) Vested Benefits, as defined hereinabove, and (iii) COBRA rights, as defined hereinabove, which will be paid at his own expense. 

(f) Delayed Payment for Compliance with Code Section 409A. Notwithstanding anything to the contrary in this Agreement,solely to the extent that such delay is required in order to avoid the imposition of an excise tax under Section 409A of the Code, if the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B) of the Code, anypayments to be made pursuant to this Agreement that are considered to be non-qualified deferred compensation distributable in connection with the Executive’s separation from service with the Company for purposes of Section 409A of theCode, and which otherwise would have been payable at any time during the six-month period immediately following the Executive’s separation from service with the Company, shall not be paid prior to, and shall instead be payable in a lump sumwithin ten (10) business days following the end of such six-month period. 

5. No Duty to Mitigate. In no event shall theExecutive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, such amounts shall not be reduced whether or not the Executiveobtains other employment. 

6. Certain Additional Payments by the Company. 

(a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that anypayment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional paymentsrequired under this Section 6) (a “Payment”) would be subject to the excise tax imposed by section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, togetherwith any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that afterpayment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes and all other related payroll taxes (and any interest and penalties imposed with respectthereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 6(a), if it shall bedetermined that the Executive is entitled to a Gross-Up Payment, but that the Payments do not exceed the lesser of (a) 105% of the greatest amount (the “Reduced Amount”) that could be paid to the Executive such that the receipt ofPayments would not give rise to any Excise Tax, or (b) $50,000; then no Gross-Up Payment shall be made to the Executive and the Payments, in the aggregate, shall be reduced to an amount equal to the Reduced Amount. 

(b) Subject to the provisions of Section 6(c), all determinations required to bemade under this Section 6, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by such certified public accountingfirm reasonably acceptable to the Executive as may be designated by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt ofnotice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to thisSection 6, shall be paid by the Company to the Executive within five days of the later of (i) the due date for the payment of any Excise Tax; and (ii) the receipt of the Accounting Firm’s determination. Any determination by theAccounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible thatGross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant toSection 6(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company toor for the benefit of the Executive. 

(c) The Executive shall notify the Company in writing of any claim by the InternalRevenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of suchclaim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives suchnotice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest suchclaim, the Executive shall: 

(i) give the Company any information reasonably requested by the Company relating to suchclaim, 

(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writingfrom time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, 

(iii) cooperate with the Company in good faith in order effectively to contest such claim, and 

(iv) permit the Company to participate in any proceedings relating to such claim; 

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred inconnection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and paymentof costs and expenses. Without limitation on the foregoing provisions of this Section 6(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrativeappeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive 

to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to adetermination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for arefund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penaltieswith respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year ofthe Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Paymentwould be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. 

(d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 6(c), the Executive becomesentitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 6(c)) promptly pay to the Company the amount of such refund (together with any interestpaid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 6(c), a determination is made that the Executive shall not be entitled to any refund withrespect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be requiredto be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. 

7.Company Property. All records, financial statements and similar documents obtained, reviewed or compiled by the Executive in the course of the performance by him of services for the Company, whether or not confidential information or tradesecrets, shall be the exclusive property of the Company. The Executive agrees to hold as the Company’s property, all memoranda, books, papers, letters, formulas and other data, and all copies thereof and therefrom, in any way relating to theCompany’s business and affairs, whether made by him or otherwise coming into his possession, and on termination of his employment, or on demand of the Company, at any time to deliver the same to the Company. The Executive shall have no rightsin such documents upon any termination of his employment. 

8. Proprietary Information. 

(a) The Executive recognizes and acknowledges that the Company and its parent companies, shareholders, subsidiaries, divisions andaffiliates possess trade secrets and other confidential and/or proprietary information concerning their respective business affairs and methods of operation which constitute valuable, confidential, and unique assets of the business of the Companyand its parent companies, shareholders, subsidiaries, divisions and affiliates (“Proprietary Information”), which the Company and its parent companies, shareholders, subsidiaries, divisions and affiliates have developed through asubstantial expenditure of time and money and which are and will continue to be utilized in the business of the Company and its parent companies, shareholders, subsidiaries, divisions and affiliates and which are not generally known in the trade. Asused herein, Propriety Information includes the following: 

(i) Customer lists, including information regarding the identityof clients and client contacts, client accounts, the business needs and preferences of clients, and information 

regarding business and contractual arrangements with clients. As used herein, “Customer List” is not limited to physical writing or compilations,and includes information which is contained in or reproduced from the memory of any employee. 

(ii) Business plans,objectives and strategies, and marketing plans and information; 

(iii) Financial information, sales information and pricinginformation, including information regarding vendors, suppliers and others doing business with the Company, or any parent company, shareholder, subsidiary, division or affiliate thereof; 

(iv) Personal identities and information regarding skills and compensation of the personnel of the Company, or any parent company,shareholder, subsidiary, division or affiliate thereof; 

(v) The Company’s manuals and handbooks, computer programs anddata; 

(vi) Any other confidential information which gives the Company, or any parent company, shareholder, subsidiary,division or affiliate thereof, an opportunity to claim a competitive advantage or has economic value. 

(b) During hisemployment with the Company, the Executive will not use, copy, transmit or otherwise disclose the Company’s Proprietary Information for any purpose other than for the benefit of the Company, and the Executive will make all reasonable efforts toprotect the confidential nature of such information. The Executive will not disclose the Company’s Proprietary Information to anyone not entitled to such disclosure without the advance written permission of the Chairman of the ExecutiveCommittee of the Board of Directors of the Company. 

(c) Upon termination of his employment, the Executive will immediatelydeliver to the Company all of the Company’s Proprietary Information. The Executive will not retain any copies of the Company’s Proprietary Information after termination of his employment without the express written consent of the Chairmanof the Executive Committee of the Board of Directors of the Company. 

(d) After termination of his employment, the Executivewill not use the Company’s Proprietary Information for any purpose, or disclose or communicate the same to any person, firm or corporation for any purpose. 

(e) In the event the Executive should receive, during the Employment Term, or thereafter, any subpoena, search warrant or other courtprocess requiring the Executive to produce any documents containing Proprietary Information as defined herein, the Executive shall immediately provide a copy of such request to the Company. 

(f) Notwithstanding anything in this Agreement to the contrary, information (i) already in the public domain; (ii) independentlydeveloped by the Executive; (iii) obtained from a source not subject to a confidentiality obligation to the Company or a third party; or (iv) that becomes public knowledge (other than by acts of the Executive in violation of thisAgreement), shall not be deemed to be Proprietary Information as described in this Section 8. 

9. Non-Solicitation. During hisemployment with the Company, and for a period of one year immediately following his employment with the Company, the Executive shall not, directly or indirectly, solicit or attempt to solicit any employee of the Company, or of any parent company,shareholder, 

subsidiary, division or affiliate thereof, to terminate his employment with said company, or to work for any other business, person or company. 

10. Equitable Relief. The Executive acknowledges that any breach or threatened breach by him of the provisions of Sections 7, 8 and 9 of thisAgreement will result in immediate and irreparable harm to the Company, for which there will be no adequate remedy at law, and that the Company will be entitled (subject to Section 18) to equitable relief to restrain the Executive fromviolating the terms of these sections, or to compel the Executive to cease and desist all unauthorized use and disclosure of the Confidential Information, without posting bond or other security. Nothing in this Section shall be construed asprohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including recovery of damages from the Executive. 

11. Property of Others. The Executive represents that his performance under this Agreement does not and will not breach any agreement to keep in confidence confidential information or trade secrets, if any,acquired by the Executive in confidence prior to this Agreement. There are no agreements, written or oral, conveying rights in any research conducted by the Executive. The Executive represents, as part of the consideration for entering into thisAgreement, that he has not brought and will not bring to the Company or use in the performance of his responsibilities at the Company any equipment, supplies, facility or trade secret information of any current or former employer or organizationwith which he provided services which are not generally available to the public, unless he has obtained written authorization for their possession and use. 

12. Compliance with the Company Policies. The Executive agrees to observe and comply with the rules and regulations of the Company respecting the performance of his duties and to carry out and perform orders,directions and policies communicated to his from time to time. The Executive agrees to comply with all rules and policies contained in any applicable Employee Handbook which has been or will be issued by the Company. 

13.Survival of Obligations. The provisions of Sections 7, 8, 9, 10 and 11 of this Agreement shall survive the Executive’s termination ofemployment and the termination of this Agreement. Other provisions of this Agreement shall survive any termination of the Executive’s employment to the extent necessary to the intended preservation of each Party’s respective rights andobligations. 

14. Successors. 

(a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. ThisAgreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives. 

(b) ThisAgreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. 

(c) The Companywill require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the samemanner and to the same extent that the Company or any of its affiliated companies would be required to perform it if no such succession had taken place. As used in this Agreement, “the Company” shall mean the Company as hereinbeforedefined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. As used in this Agreement, the 

term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company. 

15. Tax Consequences. The Executive is urged to review with his own tax advisors the federal and state tax consequences of the transactionscontemplated by this Agreement. The Executive is relying solely on such advisors (if any) and not on any statements or representations of the Company or any of its agents. 

16. Indemnification. The Company shall indemnify the Executive (and his legal representatives or other successors) to the fullest extent permittedby the laws of the State of California and its existing articles of incorporation and bylaws, and the Executive shall be entitled to the protection of an insurance policy the Company maintains for the benefit of its directors, officers and/oremployees, against all costs, charges and expenses whatsoever incurred or sustained by his (or his legal representatives or other successors) in connection with any action, suit or proceeding to which he (or his legal representatives or othersuccessors) may be a party by reason of his being or having been a director, officer and/or employee of the Company and/or its affiliated companies. 

17. Miscellaneous. 

(a) This Agreement shall be governed by and construed inaccordance with the laws of the State of California, without reference to principles of conflict of laws. 

(b) ThisAgreement shall be interpreted in accordance with the plain meaning of its terms and not strictly for or against any of the Parties hereto. The paragraph headings in this Agreement are inserted for convenience only, and shall in no way effect theinterpretation of this Agreement. 

(c) The Parties expressly agree that this document constitutes the entire agreementbetween the Parties hereto. This Agreement is executed without reliance on any promise, warranty or representation by any Party, or any representative of any Party, other than those, if any, expressly contained herein. It is the intent of thisAgreement to constitute an integration of the entire Agreement between the Parties, superseding all the previous negotiations, promises, covenants, agreements and representations. Each Party understands that in the event of any subsequentlitigation, controversy or dispute concerning any of the terms, conditions or provisions of this Agreement, no Party shall be permitted to offer or introduce any evidence concerning any collateral or oral agreements between the Parties. 

(d) This Agreement may not be amended or modified otherwise than by a written agreement executed by the Parties hereto or theirrespective successors and legal representatives. 

(e) All notices and other communications hereunder shall be in writing andshall be given by hand delivery to the other Party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 

If to the Executive:

Frank J. Mercardante 

1657 Independence Way 

Vista, CA 92084 

If to the Company:

Placer Sierra Bancshares 

525 J Street 

Sacramento, CA 95814 

Attn: Robert J. Kushner 

Chairman of the Compensation Committee 

of the Board of Directors 

or to such other address as either Party shall have furnished to the other in writing in accordance herewith. Notices delivered personally shall be deemedcommunicated as of actual receipt; mailed notices shall be deemed communicated as of three (3) days after mailing. 

(f)The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. 

(g) The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall berequired to be withheld pursuant to any applicable law or regulation. 

(h) The Executive’s or the Company’sfailure to insist upon strict compliance with any provisions of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including without limitation, the right of the Executive to terminate employment forGood Reason pursuant to Section 3(c) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. 

18. Arbitration. In the event of any dispute, claim or controversy between the Executive and the Company (or its directors, officers, employees oragents) arising out of this Agreement or the Executive’s employment with the Company, both Parties agree to submit such dispute, claim or controversy to final and binding arbitration before the American Arbitration Association (“AAA”)in accordance with the AAA National Rules for the Resolution of Employment Disputes. The claims governed by this arbitration provision include, but are not limited to, claims for breach of contract, civil torts and employment discrimination such asviolation of the Fair Employment and Housing Act, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, and other employment laws. 

(a) The arbitration shall be conducted by a single arbitrator selected either by mutual agreement of the Executive and the Company or, ifthey cannot agree, from an odd-numbered list of experienced employment law arbitrators provided by the American Arbitration Association. Each Party shall strike one arbitrator from the list alternately until only one arbitrator remains. 

(b) Each Party shall have the right to conduct reasonable discovery, as determined by the arbitrator. 

(c) The arbitrator shall have all powers conferred by law and a judgment may be entered on the award by a court of law havingjurisdiction. The arbitrator shall render a written arbitration award that contains the essential findings and conclusions on which the award is based. The award and judgment shall be binding and final on both Parties. 

(d) The Company will advance the arbitrator’s fees and costs as well as any AAA administrative fees. The Parties shall each advancethe fees of their own attorneys and the expenses of their own witnesses. To the extent permitted by law, the Arbitrator may in his or her discretion award the prevailing party the reasonable legal fees and expenses incurred in the arbitration.

(e) This agreement to arbitrate shall continue during the term of employment andthereafter regarding any employment-related disputes. 

(f) The Executive and the Company understand that by signing thisAgreement, they give up their right to a civil trial and their right to a trial by jury. 

[SIGNATURE PAGE TO FOLLOW.] 

IN WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant to the authorization from theBoard of Directors of the Company, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written. 

 
PLACER SIERRA BANCSHARES
By:
 
/s/ Larry D. Mitchell

Name:
 **LARRY D. MITCHELL**
Title:
 **Chairman of the Board of Directors**Date: August 14, 2006
 

/s/ Frank J. Mercardante
**FRANK J. MERCARDANTE**Date: August 14, 2006

**EXHIBIT A**

This Release Agreement (“Release”) was given to me, FRANK J. MERCARDANTE (“the Executive”), this      day of                , 200  , by PLACER SIERRA BANCSHARES, a California corporation (the “Company”). At such time as this Releasebecomes effective and enforceable (i.e., the revocation period set forth below has expired), and assuming such the Executive is otherwise eligible for payments under the terms of that certain Employment Agreement between the Executive and theCompany effective as of August 14, 2006 (the “Agreement”), the Company agrees to pay the Executive, pursuant to the terms of the Agreement, semi-monthly payments in the amount of$             each (less payroll taxes and withholding required by any federal, state or local law, any additional withholding to which the Executive has agreed, and any outstandingobligations owed by the Executive to the Company) through and including August 13, 20    . 

The Executiveis also entitled to receive (i) Vested Benefits, as defined in the Agreement, (ii) health care coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, as specified in the Agreement;(iii) vesting of any stock options, as specified in the Agreement. 

In consideration of the receipt of the promise to pay such amount,the Executive hereby agrees, for himself, his heirs, executors, administrators, successors and assigns (hereinafter referred to as the “Releasors”), to fully release and discharge the Company and each of its parent companies, shareholders,subsidiaries, divisions and affiliates, and each of their respective officers, partners, directors, members, managers, employees and agents, and each of their respective predecessors, successors, heirs and assigns (hereinafter referred to as the“Releasees”) from any and all claims, suits, causes of action, debts, obligations, costs, losses, liabilities, damages and demands under any federal, state or local law or laws, or contract, tort or common law, whether or not known,suspected or claimed, which the Releasors have, or hereafter may have, against the Releasees arising out of or in any way related to the Executive’s employment (or other contractual relationship) with the Company and/or the termination of thatrelationship. The claims released herein include claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act, the Americans with Disabilities Act, the U.S. PregnancyDiscrimination Act, the U.S. Family and Medical Leave Act, the U.S. Fair Labor Standards Act, the U.S. Equal Pay Act, The Workers Adjustment and Notification Act, the California Fair Employment and Housing Act, and the California Labor Code.Provided, however, that this Agreement does not waive rights or claims under the Age Discrimination in Employment Act that may arise after the date this Release is executed. 

It is understood and agreed that this Release extends to all such claims and/or potential claims, and that the Executive, on behalf of the Releasors,hereby expressly waives all rights with respect to all such claims under California Civil Code section 1542, which provides as follows: 

**A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlementwith the debtor.**

The monies to be paid to the Executive in this Release are in addition to any sums to which he would be entitledwithout signing this Release. 

The Executive acknowledges that he has read and does understand the provisions of this Release. TheExecutive acknowledges that he affixes his signature hereto voluntarily and without coercion, and that no promise or inducement has been made other than those set out in this Release and that he executes this Release without reliance on anyrepresentation by any Releasee. 

The Executive understands that this Release involves the relinquishment of his legal rights, and that hehas the right to, and has been given the opportunity to, consult with an attorney of his choice. The Executive acknowledges that he has been (and hereby is) advised by the Company that he should consult with an attorney prior to executing thisRelease. 

This document does not constitute, and shall not be admissible as evidence of, an admission by any Releasee as to any fact ormatter. 

In case any part of this Release is later deemed to be invalid, illegal or otherwise unenforceable, the Executive agrees that thelegality and enforceability of the remaining provisions of this Release will not be affected in any way. 

The Executive acknowledges thathe has been given a period of twenty-one (21) days from receipt of this Release within which to consider this Release and decide whether or not to execute this Release. If the Executive executes this Release at any time prior to the end of the21 day period, such early execution was a knowing and voluntary waiver of the Executive’s right to consider this Release for at least 21 days, and was due to his belief that he had ample time in which to consider this Release. 

The Executive may, within seven (7) days of his execution and delivery of this Release, revoke this Release by a written document received by theCompany on or before the end of the seven (7) day period. The Release will not be effective until said revocation period has expired. No payments will be made hereunder if the Executive revokes this Release. 

 
Dated: _______________________________  
 
   **FRANK J. MERCARDANTE**

**EXHIBIT B**

The Chief Executive Officer shall be responsible for overall direction of the Company to maximize income, return on equity and return on assets; providing leadership in establishing current and long-range objectives, strategies, policiesand plans, subject to approval of the Board of Directors. 

The Chief Executive Officer shall act as the principal representative of the Company (or maydelegate others to so act) with the press, investors, major customers, community and industry associations, and shall directly supervise the Company’s senior officers. 

The Chief Executive Officer shall manage investor relations and analyst presentations, identify and negotiate acquisitions, and provide training for the Company officers and directors.