8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 31, 2005

PLACER SIERRA BANCSHARES

(Exact name of registrant as specified in its charter)

California	0-50652	94-3411134
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

525 J Street, Sacramento, California	95814
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (916) 554-4750

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 1.02 Termination of a Material Definitive Agreement.

On March 31, 2005, the wholly-owned subsidiary of Placer Sierra Bancshares (NASDAQNMS: PLSB) (the “Company”), Placer Sierra Bank (the “Bank”) provided written notice to Aurum Technology, Inc. d/b/a Fidelity Integrated Financial Solutions that it was exercising its right to terminate that certain Agreement for Information Technology Services dated as of December 21, 2000, as amended from time to time and as partially assigned and assumed as of September 30, 2003 (the “Agreement”) by and between Placer Sierra Bank and Aurum Technology Inc. d/b/a Fidelity Integrated Financial Solutions. The Agreement will terminate on March 1, 2006. The Bank has not incurred early termination penalties. Under the terms of the Agreement, Aurum Technology Inc. d/b/a Fidelity Integrated Financial Solutions provides the Bank’s item and core processing services. The Agreement has been filed as Exhibit 10.42 and 10.43 to the Company’s Annual Report on Form 10-K filed on March 30, 2005, which exhibits are incorporated herein by reference.

Section 8 – Other Events

Item 8.01. Other Events.

On April 6, 2005, the Company issued a press release announcing that Robert C. Campbell, Jr., will retire from the position of president of the Company’s Bank of Orange County Division effective April 30, 2005. Mr. Campbell’s responsibilities will be assumed by Marshall V. Laitsch, who was named president of the Company’s Southern California Division in January 2005. Mr. Campbell will remain in an advisory role with Placer Sierra Bancshares for the duration of his employment contract, reporting directly to Chairman and CEO Ron Bachli. The press release which appears as Exhibit 99.1 is filed and incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

(b) Pro forma financial information.

(c) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release dated April 6, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Placer Sierra Bancshares (Registrant)
Date April 7, 2005	/s/    DAVID E. HOOSTON
	David E. Hooston Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release dated April 6, 2005

EX-99.1

Exhibit 99.1

Placer Sierra Bancshares Announces Retirement of Robert C. Campbell, Jr., From the Position of President of the Bank of Orange County Division

SACRAMENTO, Calif., April 6 /PRNewswire-FirstCall/ — Placer Sierra Bancshares (Nasdaq: PLSB), a $1.8 billion commercial banking company serving the Central and Southern California markets, announced today that Robert C. Campbell, Jr., will retire from the position of president of the Company’s Bank of Orange County Division effective April 30, 2005. Mr. Campbell’s responsibilities will be assumed by Marshall V. Laitsch, who was named president of the Company’s Southern California Division in January 2005. Mr. Campbell, 63, will remain in an advisory role with Placer Sierra Bancshares for the duration of his employment contract, reporting directly to Chairman and CEO Ron Bachli.

“As we indicated earlier, we expected that Bob’s involvement in the transition of the Bank of Orange County Division into a larger Southern California Division would not be completed until the end of 2005,” said Mr. Bachli. “However, through Bob’s efforts and the close professional relationship of Bob and Marshall, the transition has been completed much earlier than we expected.”

“We are very appreciative of the work Bob has done to build Bank of Orange County into one of the premier community banks in Southern California. Bob was instrumental in building the high quality and earnings performance of the Bank of Orange County Division. His efforts have helped produce an excellent foundation for continuing the growth of our Southern California franchise. I am very pleased that Bob will remain in an advisory role and continue to be a valuable asset for myself and the Company,” said Mr. Bachli.

About Placer Sierra Bancshares

Placer Sierra Bancshares is a Northern California-based bank holding company for Placer Sierra Bank with 32 branches in an eight-county area of Northern California, including Placer, Sacramento, El Dorado, Sierra, Nevada, Amador, San Joaquin and Calaveras counties and nine branches in Southern California’s Orange and Los Angeles counties. Placer Sierra Bank and its divisions, Sacramento Commercial Bank, Bank of Orange County and Bank of Lodi, offer their customers the resources of a large financial institution and the resourcefulness and superior customer service of a community bank.

Placer Sierra Bank offers a broad array of deposit products and services for both commercial and retail customers. These products include electronic banking, cash management services, electronic bill payment and investment services with an emphasis on relationship banking. Placer Sierra Bank also provides competitive loan products such as commercial loans and lines of credit, commercial real estate loans, Small Business Administration loans, residential mortgage loans, home equity lines of credit and construction loans. For more information, please visit www.placersierrabank.com.

Placer Sierra Bancshares is publicly traded on NASDAQ under the stock symbol PLSB. For more information about Placer Sierra Bancshares, please visit www.placersierrabancshares.com.

This press release contains statements of a forward-looking nature which represent the beliefs of Placer Sierra Bancshares’ management and assumptions concerning future events. Forward-looking statements involve risks, uncertainties and assumptions and are based on information currently available to Placer Sierra Bancshares, which would cause actual results to differ materially from those projected. For a discussion about factors that could cause actual results to differ, please see the publicly available Securities and Exchange Commission filings of Placer Sierra Bancshares . Forward-looking statements are not guarantees of future performance and are to be interpreted only as of the date on which they are made. Placer Sierra Bancshares undertakes no obligation to update any forward-looking statements to reflect events or circumstances that may arise after the date of this release.