Southwest

Community

Bancorp

Acquisition

Overview

February 16, 2006

Filed by Placer Sierra Bancshares

(Commission File Number 000-50652)

Pursuant to Rule 425 under the Securities Act of 1933, as

amended and deemed filed under Rule 14a-12 under the

Securities and Exchange Act of 1934, as amended

Subject Company: Southwest Community Bancorp

(Commission File Number: 000-50545)

2

Forward

Looking

Information

Forward

Looking

Information

This

presentation

contains

forward-looking

statements

within

the

meaning

of

Section

27A

of

the

Securities

Act

of

1933,

as

amended,

and

Section

21E

of

the

Securities

Exchange

Act

of

1934,

as

amended

that

involve

inherent

risks

and

uncertainties,

including,

but

not

limited

to,

statements

relating

to

the

effect

of

the

merger

on

the

financial

performance

of

Placer

Sierra

Bancshares

(“Placer”

or

the

“Company”)

and

Southwest

Community

Bancorp

(“Southwest”).

All

statements

other

than

statements

of

historical

fact

are

forward

looking

statements.

The

Company

cautions

readers

that

a

number

of

important

factors

could

cause

actual

results

to

differ

materially

from

those

in

such

forward-looking

statements.

Risks

and

uncertainties

include,

but

are

not

limited

to:

the

possibility

that

personnel

changes

will

not

proceed

as

planned;

growth

may

be

inhibited

if

Placer

cannot

attract

deposits;

revenues

are

lower

than

expected;

competitive

pressure

among

depository

institutions

increases

significantly;

the

cost

of

additional

capital

is

more

than

expected;

changes

in

the

interest

rate

environment

reduces

interest

margins;

general

economic

conditions,

either

nationally

or

in

the

market

areas

in

which

the

Company

does

business,

are

less

favorable

than

expected;

changes

that

may

occur

in

the

securities

markets;

Placer

may

suffer

an

interruption

of

services

from

third-party

service

providers

that

could

adversely

affect

Placer’s

business;

Placer

may

not

be

able

to

maintain

an

effective

system

of

internal

and

disclosure

controls;

governmental

approvals

of

the

merger

may

not

be

obtained

or

adverse

regulatory

conditions

may

be

imposed

in

connection

with

governmental

approvals

of

the

merger;

the

shareholders

of

Placer

and

Southwest

may

fail

to

provide

the

required

approvals

to

consummate

the

merger;

estimated

cost

savings

from

the

merger

cannot

be

fully

realized

within

the

expected

time

frame;

revenues

following

the

mergers

are

lower

than

expected;

potential

or

actual

litigation

relating

to

Placer,

Southwest

or

the

merger

occurs;

costs

or

difficulties

related

to

the

integration

of

the

businesses

of

Placer

and

Southwest

are

more

than

expected;

legislation

or

changes

in

regulatory

requirements

adversely

affect

the

businesses

in

which

Placer

would

be

engaged

or

factors

occur

which

result

in

a

condition

to

the

transaction

not

being

met.

Additional

factors

that

could

cause

Placer’s

or

Southwest’s

financial

results

to

differ

materially

from

those

described

in

the

forward

looking

statements

can

be

found

in

Placer

and

Southwest’s

Annual

Reports

on

Form

10-K

for

the

fiscal

year

ended

December

31,

2004

(under

the

headings

“Factors

that

May

Affect

Future

Results

and

Operations”

“Material

Risks

Affecting

the

Company

and

Our

Common

Stock”

for

Placer

and

Southwest

respectively),

Quarterly

Reports

on

Form

10-Q

and

Current

Reports

on

Form

8-K

as

filed

with

the

SEC.

Placer

undertakes

no

obligation,

and

specifically

disclaims

any

obligation,

to

revise

or

publicly

release

any

revision

or

update

to

these

forward-looking

statements

to

reflect

events

or

circumstances

that

occur

after

the

date

on

which

such

statements

were

made.

If

any

of

these

uncertainties

materializes

or

any

of

these

assumptions

proves

incorrect,

the

Company’s

results

could

differ

materially

from

the

Company’s

expectations

as

set

forth

in

these

statements.

3

Additional Information

Additional Information

This

presentation

may

be

deemed

to

be

solicitation

material

with

respect

to

the

proposed

acquisition

of

Southwest

and

the

issuance

of

shares

of

common

stock

by

Placer

pursuant

to

the

merger.

In

connection

with

the

proposed

transaction,

Placer

will

file

a

registration

statement

on

Form

S-4

with

the

SEC.

The

registration

statement

will

contain

a

joint

proxy

statement/prospectus

to

be

distributed

to

the

respective

shareholders

of

Placer

and

Southwest

in

connection

with

their

vote

on

the

merger.

SHAREHOLDERS

OF

PLACER

AND

OF

SOUTHWEST

ARE

URGED

TO

READ

THE

REGISTRATION

STATEMENT

AND

ANY

OTHER

RELEVANT

DOCUMENTS

FILED

WITH

THE

SEC,

INCLUDING

THE

JOINT

PROXY

STATEMENT/PROSPECTUS

THAT

WILL

BE

PART

OF

THE

REGISTRATION

STATEMENT,

BECAUSE

THEY

WILL

CONTAIN

IMPORTANT

INFORMATION

ABOUT

THE

PROPOSED

MERGER.

The

final

joint

proxy

statement/prospectus

will

be

mailed

to

shareholders

of

Placer

and

shareholders

of

Southwest.

Investors

and

security

holders

will

be

able

to

obtain

the

documents

free

of

charge

at

the

SEC's

website,

www.sec.gov.

In

addition,

investors

may

obtain

free

copies

of

the

documents

filed

with

the

SEC

(including

the

documents

incorporated

therein

by

reference)

by

Placer

by

contacting

Placer’s

Corporate

Secretary

at

(916)

554-4750

or

by

visiting

Placer’s

website

at

http://www.plsb.com

or

from

Southwest

by

contacting

the

Paul

M.

Weil,

Vice

Chairman,

Corporate

Secretary

and

General

Counsel,

telephone:

(760)

438-1214

or

by

visiting

Southwest’s

website

at

http://www.swcbank.com.

Placer,

Southwest

and

their

respective

directors

and

executive

officers

may

be

deemed

to

participate

in

the

solicitation

of

proxies

in

respect

of

the

proposed

transactions.

Information

regarding

Placer’s

directors

and

executive

officers

is

available

in

Placer’s

proxy

statement

for

its

2005

annual

meeting

of

shareholders,

which

was

filed

with

the

SEC

on

April

25,

2005,

and

information

regarding

Southwest’s

directors

and

executive

officers

is

available

in

Southwest’s

proxy

statement

for

its

2005

annual

meeting

of

shareholders,

which

was

filed

with

the

SEC

on

March

22,

2005.

Additional

information

regarding

the

interests

of

such

potential

participants

(including

the

addition

of

two

of

Southwest

Board

of

Directors’

members,

identified

above,

to

the

Board

of

Directors

of

Placer

following

the

merger)

will

be

included

in

the

joint

proxy

statement/prospectus

and

the

other

relevant

documents

filed

with

the

SEC

when

they

become

available.

4

Transaction Summary

Transaction Summary

Expected Closing Date:

June 30, 2006

Price per SWCB Share:

$38.97

Transaction Value:

$175 million

Transaction Structure:

100% Stock

Purchase Accounting:

CDI rate of 2.0% on

total deposits

Required Approvals:

Regulatory

SWCB Shareholders

5

Transaction Multiples

Transaction Multiples

Price/LTM Earnings:

21.0

Price/Tangible Book:

356.1%

Price/Assets:

26.9%

6

SWCB Overview

SWCB Overview

9-branch community bank operating in San Diego, Orange and

San Bernardino counties

SBA loan production offices in Illinois, Utah and Virginia

Established remittance business provides growing source of

low-cost deposits

San Diego County’s largest local SBA lender (2000-2005)

50% CAGR for total deposits (2000-2005)

Non-interest bearing deposits comprise 70% of total deposits

37% CAGR for total loans (2000-2005)

Outstanding credit quality

NPLs/Assets were 0.16% at December 31, 2005

Strong profitability

ROAE was 18.8% in 2005

ROAA was 1.50% in 2005

7

Transaction rationale

Transaction rationale

Expands regional presence in Southern California

Extends footprint into high growth Inland Empire

Extends footprint to San Diego County

Adds low-cost deposit base (0.62% COD in Q4 2005)

SWCB’s

53% loan to deposit ratio provides significant

liquidity to fund lending opportunities in other PLSB

markets

SWCB non-interest expense to be reduced by 42%

From cost savings alone, acquisition will be accretive to

earnings within the first year of combined operations

Projected to meet hurdle rate of 15% ROE in three years

8

Statewide Franchise

Statewide Franchise

9

Placer Sierra Bancshares

(post acquisition fundamentals)

Placer Sierra Bancshares

(post acquisition fundamentals)

49

9

40

Branches

1.04%

Cost of

Deposits

258.7

49.4

209.3

Equity

1,690.3

314.8

1,375.5

Loans

2,167.0

594.1

1,572.9

Deposits

2,520.3

656.5

1,863.8

Assets

PLSB

consolidated

SWCB

PLSB

($ in millions)

0.62%

0.93%

10

Combined Deposit Mix*

Combined Deposit Mix*

43.2%

26.1%

18.7%

12.0%

Non-Interest Bearing

Savings & Money Market

Certificates of Deposit

NOW accounts

*As of December 31, 2005

11

Combined Loan Portfolio*

Combined Loan Portfolio*

65.7%

15.7%

1.0%

16.6%

1.0%

Commercial RE

Residential RE

Consumer

C&I

Leases

*As of December 31, 2005

12

Acquisitions

Drive

Shareholder

Value

Acquisitions

Drive

Shareholder

Value

Return on Average Equity

0.47%

2.25%

6.29%

9.10%

9.55%

12.51%

0%

2%

4%

6%

8%

10%

12%

14%

2000

2001

2002

2003*

2004**

2005

*Excluding gain on sale of branches

**Based on operating earnings, which excludes merger-related costs and losses related to restructuring of acquired investment securities

Bank of Orange

County acquisition –

5/7/04

Bank of Lodi

acquired 12/10/04

Q&A Session