First Supplemental Indenture



 Exhibit 4.3(d) 
 FIRST SUPPLEMENTAL INDENTURE 
 THIS FIRST SUPPLEMENTAL INDENTURE dated as of June 9, 2006
is by and between U.S. BANK NATIONAL ASSOCIATION (herein, together with its successors in trust, the “Trustee”), and Placer Sierra Bancshares (the “Successor Company”), a California corporation and the successor to
Southwest Community Bancorp, a California corporation (the “Existing Issuer”) 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 April 22, 2003 (the “Indenture”), pursuant to which
the Existing Issuer issued U.S. $8,248,000 of its Junior Subordinated Deferrable Interest Debentures due 2033. 
 As permitted by the terms
of the Indenture, the Successor Company has, simultaneously with the effectiveness of this First Supplemental Indenture, merged with the Existing Issuer, (referred to herein as the “Transaction”) 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 11.2 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) 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; 
 (iii) 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 (iii) is intended to authorize any assignment not otherwise permitted by this First Supplemental
Indenture or the Indenture; 







 (iv) 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; 
 (v)
reference to any Section means such Section of this First Supplemental Indenture; and 
 (vi) 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 11.2 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, all of the Debentures in accordance with their terms and according to their tenor 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 to the best of its knowledge 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, (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
XI 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, each reference in the Debentures 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, a
 California
corporation

		
	By:	 	 /s/ Ronald W. Bachli

	Name:	 	Ronald W. Bachli
	Title:	 	Chairman and Chief Executive Officer
		
	By:	 	 /s/ Angelee J. Harris

	Name:	 	Angelee J. Harris
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	THE TRUSTEE
	
	 U.S. BANK NATIONAL ASSOCIATION, as
 Trustee

		
	By:	 	 /s/ Paul D. Allen

	Name:	 	Paul D. Allen
	Title:	 	Vice President