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) November 6, 2006

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))

Item 7.01 Regulation FD Disclosure.

The Company is furnishing (not filing) an investor slide presentation as Exhibit 99.1 on this Current Report on Form 8-K pursuant to Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Investor Slide Presentation

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 November 6, 2006
	/s/ Frank J. Mercardante
	Frank J. Mercardante Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Investor Slide Presentation

EX-99.1

Investor

Presentation

Exhibit 99.1

2

Forward Looking Information and

Non-GAAP Reconciliations

Forward Looking Information and

Non-GAAP Reconciliations

This presentation may include forward-looking statements. These forward-looking

statements include comments with respect to our objectives and strategies and the results

of our operations and our business. However, by their nature, these forward-looking

statements involve numerous assumptions, uncertainties and opportunities, both general

and specific. The risk exists that these statements may not be fulfilled. We caution readers

of this presentation not to place undue reliance on these forward-looking statements, as a

number of factors could cause future company results to differ materially from these

statements. Forward-looking statements may be influenced in particular by factors such as

fluctuations in interest rates and stock indices, the effects of

competition in the areas in

which we operate and changes in economic, political, regulatory and technological

conditions. We caution that the foregoing list is not exhaustive. When relying on forward-

looking statements to make decisions, investors should carefully

consider the

aforementioned factors as well as other uncertainties and events.

Throughout this presentation, certain non-GAAP metrics are provided that management

believes provide useful information in understanding the financial performance of the

Company.  Reconciliations of the non-GAAP metrics to the comparable GAAP metrics are

provided in the Company’s Annual Report on Form 10K for the year ended December 31,

2005, which is available on the Company’s website at www.plsb.com.

3

Stock Profile

(November 2, 2006)

Stock Profile

(November 2, 2006)

NASDAQ Symbol:

PLSB

Recent Price:

$24.50

Market Cap:

$547.8 million

Shares Outstanding:

22.4 million

Float:

10.5 million

Avg. Volume (30 day):

107,000

Forward P/E*:

14.96

Price/Book (approx.):

1.39

*Based on 2007consensus analyst estimates

Company Overview

5

Placer Sierra Bancshares

Placer Sierra Bancshares

With $2.7 billion in assets, Placer Sierra operates in attractive

markets throughout California

Built through three major transactions

Merger

with

Bank

of

Orange

County

–

May

2004

Acquisition

of

Bank

of

Lodi

–

December

2004

Acquisition

of

Southwest

Community

Bancorp

–

June

2006

49 branches

31 branches in Central and Northern California

18 branches in Southern California

Experienced management team that has extensive knowledge

of the Northern, Central and Southern California banking

markets

6

Located in Attractive Markets

Located in Attractive Markets

31 branches in

Northern & Central California

Headquarters

Future expansion down Highway 99 to

the cities of Stockton, Modesto, Fresno

and Bakersfield

De novo branch opening in Fresno in

November 2006

7

Located in Attractive Markets

Located in Attractive Markets

18 branches in

Southern California

Further expansion into Riverside

and San Bernardino Counties

Recent entry into San Diego County

through acquisition of SWCB

•

Bank of Orange County branches

•

Southwest Community Bank branches

8

Experienced

Management

Team

Experienced

Management

Team

Years

Name

Position

Experience

Frank

J.

Mercardante

CEO

40

-Former President & CEO of Southwest Community Bancorp

David

E.

Hooston

CFO

22

-Former CFO of California Community Bancshares

-Former Portfolio Manager of Belvedere Capital Partners, LLC

Randall

E.

Reynoso

President

&

COO

26

-Former SVP and Regional Sales Manager of Westamerica

Bank

-Formerly of Bank of California

Marshall

V.

Laitsch

President

of

So.

CA

Division

32

-Former President & CEO of Sunwest

Bank

-Former President & CEO of Pacific Century Bank, NA (Bank of Hawaii Corp.)

9

Experienced

Management

Team

Experienced

Management

Team

Years

Name

Position

Experience

Tom

D.

Nations

Chief

Credit

Officer

26

-Former SVP of Union Bank of California

Eric

Tobias

EVP

Central

Valley

Region

33

-Former SVP of Bank of America

Kevin

J.

Barri

Director

of

Retail

Banking

17

-Former SVP of Bank of America

K.

Lynn

Matsuda

Director

of

Operations

34

-Former VP of The Money Store

James

A.

Sundquist

CFO

of

PSB

27

-Former EVP & CFO of Sacramento Commercial Bank

10

Operating

and

Growth

Strategies

Operating

and

Growth

Strategies

Improve balance sheet management to increase NIM:

Deploy excess liquidity

Manage liquidity through off-balance sheet strategies

Run-off high cost CDs, increase FHLB advances

Increase loan/deposit ratio from ~80% to 90%

Targeting NIM expansion by Q1 2007

Enhance depository infrastructure to improve deposit gathering:

Upgrade key electronic banking depository products to attract/retain

middle market customers

Phase-in during Q4 2006 through mid-2007

11

Operating and Growth Strategies

Operating and Growth Strategies

Capitalize on growth opportunities in our Northern,

Central and Southern California markets:

Expand through strategically placed new branches (i.e. in the

fast growing Inland Empire and San Joaquin Valley areas)

Expand commercial lending opportunities by increasing

penetration of middle market:

Increase production of asset-based and credit scored loans

Add resources and personnel in credit administration to

effectively pursue middle market

Leverage current credit quality to achieve targeted risk levels

12

Operating

and

Growth

Strategies

Operating

and

Growth

Strategies

Continue to aggressively recruit experienced commercial bankers who

control portfolio’s of loyal customers

Leverage statewide franchise to further expand specialty lending

businesses

Non-profit organizations

SBA lending

Consolidate branches under single brand name

Create true statewide community bank brand

Foster cohesion and unified corporate culture among acquired

operations

Refine approach to relationship management

Increase focus on retaining/building relationships with largest

customers

Improve profitability of smaller relationships or manage them out

of the bank

Increase emphasis on cross-selling

Financial

Performance

14

2006 Financial Highlights

2006 Financial Highlights

Solid loan growth

8.5% annualized loan growth in Q3

Low cost deposits acquired with SWCB offsetting

increasing deposit rates in other markets

Higher interest rates presenting challenges to generating

CRE loan referral fees

Continued stable expense levels from focused management

of discretionary spending

Continued excellent asset quality resulting in no need for

provisioning

15

Total Loans

(At December 31, except  September 30, 2006)

Total Loans

(At December 31, except  September 30, 2006)

$876

$886

$953

$1,294

$1,375

$1,823

$500

$800

$1,100

$1,400

$1,700

$2,000

2001

2002

2003

2004

2005

2006

YTD

16

Loan

Portfolio

Composition

Loan

Portfolio

Composition

Low risk real estate focus

Below industry standard LTVs

Higher than industry standard DCRs

Highly diversified portfolio by geography, property type and industry

December 31, 2001

$873,143

44%

24%

7%

18%

3%

4%

Real Estate - Commercial

Real Estate - Residential

Real Estate - Construction

Commercial

Consumer

Leases & Other

September 30, 2006

$1,821,753

47%

24%

18%

9%

1%

1%

17

Total Deposits

(At December 31, except September 30, 2006)

Total Deposits

(At December 31, except September 30, 2006)

$1,153

$1,193

$1,137

$1,500

$1,573

$2,174

$800

$1,200

$1,600

$2,000

$2,400

2001

2002

2003

2004

2005

2006

YTD

18

December 31, 2001

$1,153,147

29%

16%

12%

11%

32%

Non-Interest Bearing

Interest Bearing Demand

Money Market

Savings

Time

September 30, 2006

$2,174,301

42%

10%

21%

6%

20%

Deposit Composition

Deposit Composition

Cost

of

deposits

for

twelve

months

ended

12/31/01:

2.47%

Cost

of

deposits

for

nine

months

ended

9/30/06:

1.49%

19

NPA/Total Assets

NPA/Total Assets

0.46%

0.37%

0.27%

0.20%

0.16%

0.50%

0.00%

0.25%

0.50%

0.75%

1.00%

2001

2002

2003

2004

2005

09/30/06

20

$0.25

$0.70

$1.13

$1.16

$1.63

$1.10

$0.00

$0.50

$1.00

$1.50

$2.00

2001

2002

2003

2004*

2005

2006

YTD*

Earnings

Per

Share

Earnings

Per

Share

*Operating Earnings; see 2004 10K and September 30, 2006 10Q for GAAP to

Operating Earnings reconciliation.)

Summary

22

Strategies

For

Improved

Financial

Performance

Strategies

For

Improved

Financial

Performance

Balance sheet repositioned to drive NIM expansion

Processing systems being upgraded to improve deposit

gathering

Increased focus on penetration of middle market

businesses

Continuing expansion into higher growth areas

Expanding specialty lending

Increasing focus on high value customers

Continued high credit quality

Targeting 10% asset growth in 2007

Investor

Presentation