Placer Statutory Trust III Appointment of Successor Administrative Trustees



 Exhibit 4.3 
 APPOINTMENT OF 
 SUCCESSOR ADMINISTRATORS 
 PLACER STATUTORY TRUST III 
 This
Appointment of Successor Administrative Trustees (this “Appointment”), is dated as of October 17, 2006 and is pursuant to Section 8.11 of the Amended and Restated Declaration of Trust between Placer Sierra Bancshares, as
Depositor, Deutsche Bank Trust Company of Americas as Property Trustee, Deutsche Bank Trust Company of Delaware, as Delaware Trustee and the Administrative Trustees named therein, dated as of November 22, 2004 (the “Amended and Restated
Trust Agreement”). Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed thereto in the Amended and Restated Trust Agreement. 
 WHEREAS, effective August 14, 2006, Ronald W. Bachli resigned as Administrative Trustee from Placer Statutory Trust III; 
 WHEREAS, Judy Reithmeier another Administrative Trustee of Placer Statutory Trust III under the Amended and Restated Trust Agreement, is to be
removed as Administrative Trustee by Placer Sierra Bancshares in its capacity as the Holder of Common Securities (the “Common Securityholder”) pursuant to Section 8.11 of the Amended and Restated Trust Agreement; 
 WHEREAS, the Common Securityholder wishes to appoint successor Administrative Trustee pursuant to Section 8.11 of the Amended and Restated
Trust Agreement; 
 WHEREAS, Frank J. Mercardante, and Randall E. Reynoso, each a natural person over the age of 21, and the persons
whom the Common Securityholder wishes to appoint as successor Administrative Trustee wish to accept such appointment pursuant to Section 8.11 of the Amended and Restated Trust Agreement; and 
 WHEREAS, David E. Hooston is currently an Administrative Trustee and the Common Securityholder wishes him to remain as an Administrative Trustee
under the Amended and Restated Trust Agreement. 
  

	 	1.	Ronald W. Bachli under the Amended and Restated Trust Agreement resigned as an Administrative Trustee on August 14, 2006, and a successor Administrative Trustee is to be
appointed. 

  

	 	2.	Judy Reithmeier, an Administrative Trustee under the Amended and Restated Trust Agreement, is hereby removed as Administrative Trustee pursuant to Section 8.11 of the
Amended and Restated Trust Agreement by the Common Securityholder. 









	 	3.	The Common Securityholder hereby appoints Frank J. Mercardante and Randall E. Reynoso as successor Administrative Trustees. This Appointment, when executed and acknowledged by Frank
J. Mercardante and Randall E. Reynoso, the successor Administrative Trustees, and delivered to Placer Statutory Trust III, and the removed Administrative Trustee Judy Reithmeier, shall constitute the instrument accepting such appointment pursuant to
Section 8.11 of the Amended and Restated Trust Agreement. 

  

	 	4.	Frank J. Mercardante and Randall E. Reynoso each hereby accept the appointment under the Amended and Restated Trust Agreement as successor Administrative Trustee, and accepts
the rights, powers, trusts and duties of an Administrative Trustee with respect to the Capital Securities and the Trust, as if he/she were an original signatory in the capacity as Administrative Trustee (and not in an individual capacity) to the
Amended and Restated Trust Agreement. This Appointment is executed and delivered by the retiring Administrative Trustees, the successor Administrative Trustees and the Common Securityholder pursuant to Section 8.11 of the Amended and Restated
Trust Agreement. 

  

	 	5.	All provisions of the Amended and Restated Trust Agreement shall remain unaffected by the foregoing amendment and shall remain in full force and effect.


  

	 	6.	This Appointment shall become a legally effective and binding instrument as of the date hereof. 

  

	 	7.	This Appointment may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together
constitute one and the same instrument. 








 IN WITNESS WHEREOF, the undersigned have executed this Appointment as of the day and year first
above written. 
  

			
	PLACER SIERRA BANCSHARES
		
	By:	 	 /s/ David E. Hooston

		 	David E. Hooston
		 	Chief Financial Officer
		
		 	 /s/ Frank J. Mercardante

		 	Frank J. Mercardante, as successor Administrative Trustee
		
		 	 /s/ Randall E. Reynoso

		 	Randall E. Reynoso, as successor Administrative Trustee
		
		 	 /s/ Judy Reithmeier

		 	Judy Reithmeier, as removed Administrative Trustee


  

			
	Hereby acknowledged:
	
	 DEUTSCHE BANK TRUST COMPANY
 AS
PROPERTY TRUSTEE

		
	By:	 	 /s/ David Contino

	Name:	 	David Contino
	Title:	 	Assistant Vice President