**Exhibit 10.5**

**AMENDMENT TO EMPLOYMENT AGREEMENT**

This **AMENDMENT TO EMPLOYMENT AGREEMENT** (“Amendment”) is entered into this 21st day ofFebruary 2007, by and among **PLACER SIERRA BANK** (“Bank”), **PLACER SIERRA BANCSHARES** (“PLSB”) and **KEN E. JOHNSON** (“Employee”). 

**WHEREAS,** Employee and Bank entered into an Employment Agreement, dated May 17, 2004, as previously amended by instruments dated June 1,2004 and (adding PLSB as a party to the Employment Agreement) October 26, 2004 (collectively, the “Agreement”); and 

**WHEREAS**, the “Employment Term” under the Agreement is scheduled to expire on May 17, 2007; and 

**WHEREAS**, Section 5 of the Agreement sets forth Bank’s and PLSB’s potential obligations upon the termination of Employee’s employment with Bank and PLSB; and 

**WHEREAS**, Employee, Bank and PLSB have agreed to amend the Agreement as set forth in this Amendment in order to extend the term of the Agreementand to provide for payments to be made in compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and guidance thereunder, which section was added to the Code by the American Jobs Creation Act of2004; and 

**WHEREAS**, Section 22 of the Agreement provides that the Agreement may be amended only by a writing signed by theparties. 

**NOW THEREFORE,**Employee, Bank and PLSB agree as follows: 

1. Section 3 of the Agreement is amended by the addition of a sentence to the end thereof to read as set forth below: 

The Employment Term is hereby extended through and including December 31, 2007, and all references herein to the “Employment Term” shallinclude such extension. 

2. A new Subsection (h) entitled “Timing of Payment” is added to Section 5 of the Agreement,to read as set forth below: 

(h) **Timing of Payment**. Notwithstanding anything to the contrary in this Agreement, if any amountpayable hereunder is considered to be compensation deferred under a “nonqualified deferred compensation plan” as defined for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and ifEmployee is deemed to be a “specified employee” as defined for purposes of Section 409A, then, to the extent necessary to comply with Section 409A, amounts due under this Agreement in connection with a termination ofEmployee’s employment that would otherwise have been payable 

 

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at any time during the six-month period immediately following such termination of employment shall not bepaid prior to, and shall instead be payable in a lump sum as soon as practicable following, the expiration of such six-month period. In light of the uncertainty surrounding the application of Section 409A, Bank and PLSB make no guarantees as tothe income tax treatment under Section 409A of any payments made or benefits provided under this Agreement. 

3. All other terms andconditions of the Agreement shall remain in full force and effect. 

 
**PLACER SIERRA BANK**  
By: /s/ Frank J.Mercardante                                        
  /s/ Ken E.Johnson                                        
      Frank J. Mercardante

      Chairman and Chief Executive Officer
  **KEN E. JOHNSON****PLACER SIERRA BANCSHARES**  
By: /s/ Frank J.Mercardante                                        
  
      Frank J. Mercardante

      Chief Executive Officer
  
 

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