ADDENDUM NUMBER TWENTY-THREE TO AGREEMENT

Exhibit 10.1

ADDENDUM NUMBER TWENTY-THREE TO AGREEMENT

This ADDENDUM NUMBER TWENTY-ONE (“Addendum”) to the Agreement for Information Technology Services (“Agreement”) between Aurum Technology Inc. d/b/a Fidelity Integrated Financial Solutions (“Fidelity” or “Company”) and PLACER SIERRA BANK (“Customer”), as assignee of California Community Bancshares, Inc. dated as of December 21, 2000, as amended and modified, is effective from the date it is executed by Fidelity and shall remain in effect for the term of the Agreement. Capitalized terms used in this Addendum will be as defined in the Agreement unless otherwise defined in this Addendum.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Fidelity and Customer do hereby agree to amend the Agreement as follows

(y) “Termination Date” shall be the last day that a product(s) or service(s) is being provided to Customer by Fidelity.

2.1 Term. This Agreement will begin on the Effective Date and, unless terminated earlier under Article VII or Section 9.5, will continue until the earlier of: (a) the Commencement Date as defined in the Core Service Bureau Processing Schedule which is a part of the New Agreement, at which time all provisions of the New Agreement will be in effect; or (b) March 1, 2008. If a Core Service Bureau Processing Schedule Commencement Date is never attained, the parties hereto agree to amend and restate the Agreement, and further agree that the Agreement will automatically renew for successive terms of two (2) years each (“Renewal Terms”) starting March 1, 2008 (“Initial Term”) unless either party gives the other party written notice at least [***] prior to the expiration date of the Initial Term or Renewal Term then in effect that the Agreement will not be renewed beyond such term. Until the Core Service Processing Schedule Commencement Date the parties specifically agree that (1) the eDelivery Services Schedule will go into effect as set forth in the terms of such Schedule, which will not affect the terms of this Agreement as this Agreement does not address those services, and (2) the parties specifically agree that the Item Processing Services Schedule, which is part of the New Agreement (and is referred to herein as the “New IP Schedule”) will go into effect upon execution of the New Agreement and further agree that all references to Item Processing services in this Agreement shall be superseded and replaced in all respects by the New IP Schedule.

Page 1 of 6

ARTICLE VII - TERMINATION AND RENEWAL.

7.1 Right to Terminate. Either Fidelity or Customer may elect to terminate this Agreement if: (a) the defaulting party fails to cure any material default hereunder within ninety (90) days after receipt of written notice from the other party, which notice shall specify the nature and extent of any such material default (except for a default caused by nonpayment by Customer and is addressed in Article V or for breach of confidentiality provisions as set forth in Article VI); or (b) the other party ceases to do business, makes a composition or assignment for the benefit of creditors, becomes bankrupt or insolvent, or is found subject to any provisions of the bankruptcy code concerning involuntary bankruptcy or similar proceeding.

7.2 Method of Termination. Exercise of the right to terminate under Section 7.1 must be accomplished by written notice (in accordance with Section 9.3) to the defaulting party, specifying the basis for such termination, and fixing the Termination Date which shall be a date following the date of such notice. If either party is terminating under Section 7.1 (a) above, in which the other party has failed to cure a default, such written notice shall allow one hundred eighty (180) days following the date of such notice for complete termination of Services unless otherwise specified in a Schedule. If either party is terminating under Section 7.1 (b) above, no notice of default or cure period is required and such written notice will allow thirty (30) days following the date of such notice for complete termination of this Agreement.

7.3 No Waiver of Default. The failure of either party to exercise any right of termination hereunder shall not constitute a waiver of the rights granted herein with respect to any subsequent default.

7.4 Extended Services. Any services that are provided to Customer after the expiration or termination of this Agreement, for which a written agreement has not been entered into by the parties, shall be provided by Fidelity on a month-to-month basis subject to the terms and conditions of this Agreement, except that the fees for such services shall be [***] of Fidelity’s then-current standard fees.

7.5 Liquidated Damages. If this Agreement is terminated by Customer for any reason, Customer shall pay to Fidelity, as liquidated damages and in addition to all unpaid amounts due and owing to Fidelity under this Agreement from the Effective Date up to and including the Termination Date, (i) if the effective date of termination occurs within the first [***] after the Effective Date, a fee equal to the [***] due under this Agreement from the day immediately following the [***] through the end of the Term or then current Renewal Term had the termination not occurred; if the effective date of termination occurs within the period of time beginning in the [***] after the Effective Date, a fee equal to [***] of the [***] due under this Agreement from the day immediately following the [***] through the end of the Term or then current Renewal Term had the termination not occurred; (ii) with respect to any transaction-based services, an amount equal to [***]; (iii) any termination and shutdown costs incurred by Fidelity; (iv) the then net book value of all software and hardware acquired by Fidelity to perform the Services hereunder on Customer’s behalf during the Term or any Renewal Term, if any, and (v) any applicable deconversion costs. No refund of fees shall be made to Customer. Termination and shutdown costs may include, but are not necessarily limited to: costs actually incurred by Fidelity to cancel leases, licenses, subcontractor or other similar agreements, and costs associated with termination and/or relocation of dedicated resources. Fidelity shall use its reasonable efforts to mitigate the termination and shutdown costs.

Page 2 of 6

7.6 Date Fees are Payable. All known fees described in this Article VII are due and payable prior to the earlier of sixty (60) days prior to the Termination Date and the release of any data in Fidelity’s possession to Customer. Any fees not known as of the date notice is given will be invoiced to Customer as they are incurred by Fidelity. Furthermore, in addition to the fees described in this Article VII, Customer shall continue to make all payments due and payable to Fidelity pursuant to this Agreement for any Services rendered through the Termination Date. The fees described in this Article VII are exclusive of any fees associated with deconversion.

7.7 Return of Fidelity Data. Upon termination of these General Terms or any Schedule attached hereto, Customer will, at its expense, promptly return to Fidelity or destroy all copies of written or electronic materials, maintenance and policy manuals and other publications of Fidelity relating to the Services being so terminated (collectively “Copies”). Customer will destroy all Copies contained on any hard drive or other fixed medium of storage. Within sixty (60) days from the date of termination of this Schedule, an officer of Customer will certify in writing to Fidelity that Customer has complied with all requirements of this Section.

7.8 Termination Due to Acquisition. If fifty percent (50%) or more of the stock or assets of Customer are acquired by another person or entity, whether by merger, reorganization, sale, transfer, or other similar transaction, then Fidelity and Customer will negotiate in good faith the terms and conditions upon which this Agreement may be modified to accommodate such transaction. If the parties are unable to agree upon such modification, either party upon written notice (in accordance with Section 9.3) to the other may terminate this Agreement upon consummation of such acquisition or on a mutually agreeable date thereafter. If Customer chooses to terminate the Agreement pursuant to this Section 7.8, Customer shall be liable for, in addition to all unpaid amounts due and owing to Fidelity under this Agreement from the Effective Date up to and including the Termination Date, all damages as set forth in Section 7.5.

8.1 Limitation of Liability. Section 3.2(d) sets forth Customer’s exclusive remedies for errors in reports or other output provided by Fidelity under this Agreement and Section 3.7(a) sets forth Customer’s exclusive remedies for the destruction or disappearance of Items that occur while such Items are being held at the Data Center. If Fidelity becomes liable to the Customer under this Agreement for any other reason, whether arising by negligence, willful misconduct or otherwise, then (a) the damages recoverable against Fidelity for all events, acts, delays, or omissions will not exceed in the aggregate the compensation payable to Fidelity pursuant to Section 5.1 of this Agreement for the [***] that have elapsed since the Operational Date or the [***] ending with the latest month in which the events, acts, delays, or omissions for which damages are claimed, and (b) the measure of damages will not include any amounts for indirect, consequential, or punitive damages of any party, including third parties, or damages which could have been avoided had the output provided by Fidelity been verified before use. As a condition precedent to any liability of Fidelity, Customer must notify Fidelity in writing of any alleged negligence or breach of this Agreement as promptly as reasonably possible, but in no event later than five (5) business days following the day on which such alleged negligence or breach was, or could reasonably have been, discovered by Customer. In connection with the conduct of any litigation with third parties relating to any liability of Fidelity to Customer or to such third parties, Fidelity will have all rights which are appropriate to its potential responsibilities or liabilities. Fidelity will have the right to participate in all such litigation and to settle or compromise its liability to third parties. Customer expressly waives and releases any claim that it may otherwise have against Fidelity in excess of such amounts provided for pursuant to this Section 8.1. By releasing and discharging Fidelity from such claims both known and unknown, Customer expressly waives any rights it may have had under California Civil Code Section 1542 which provides as follows: “A general release does not extend to claims which the creditor does not know or suspect exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

[***]

Represents material w