WESTERN SIERRA NATIONAL BANK EXECUTIVE SURVIVOR INCOME AGREEMENT

Exhibit 10.1

WESTERN SIERRA NATIONAL BANK

EXECUTIVE SURVIVOR INCOME AGREEMENT

THIS EXECUTIVE SURVIVOR INCOME AGREEMENT (this “Agreement”) is made as of this 13^thday of July , 2005 by and between Western Sierra National Bank, and Anthony J. Gould (the “Executive”).

To encourage the Executive to remain an employee of the Bank, the Bank is willing to provide certain benefits to the Executive’s beneficiary(ies) under the circumstances described in this Agreement. The Bank will pay the benefits from its general assets, but only so long as one of the Bank’s general assets is a life insurance policy on the Executive’s life.  The Executive and Bank agree as follows:

ARTICLE 1

DEFINITIONS

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1                                 “Bank” means: Western Sierra National Bank, its parent, Western Sierra Bancorp, and any subsidiary of Western Sierra National Bank or Western Sierra Bancorp.

1.2                                 “Change in Control” means: (i) a tender offer made and consummated for the ownership of 50% or more of the outstanding voting securities of the Bank; (ii) a merger or consolidation of the Bank with another bank or corporation and as a result of such merger or consolidation less than 50% of the outstanding voting securities of the surviving or resulting entities or shareholders other than affiliates (within the meaning of the Securities Exchange Act of 1934) of any party to such merger or consolidation, as the same shall have existed immediately prior to such merger or consolidation, (iii) a sale of substantially all of the Bank’s assets to another bank or corporation which is not a wholly owned subsidiary; or (iv) an acquisition of the Bank by a person, within the meaning of Section 3(a)(9) or of Section 1(d)(3) (as in effect on the date hereof) of the Securities Exchange Act of 1934, of 50% or more of the outstanding voting securities of the company (whether directly, indirectly, beneficially or of record).  For purposes of this agreement, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(1) (as in effect on the date hereof) pursuant to the Securities Exchange Act of 1934.

1.3                                 “Disability” means the Executive suffers a sickness, accident, or injury that is determined a doctor, selected by the Bank, to be a disability rendering the Executive totally and permanently disabled.  At the request of the Bank, the Executive must submit proof to the Bank of the doctor’s determination.

1.4                                 “Normal Retirement Age” means the completion of 10 Years of Service and the Executive attains 55 years of age.

1.5                                 “Termination for Cause” means the Bank terminates the Executive’s employment for any of the following reasons: (a) gross negligence or gross neglect of duties, (b) commission of a felony or commission of a misdemeanor involving moral turpitude, (c) fraud, disloyalty, or willful violation of any law or significant Bank policy committed in connection with the Executive’s employment and resulting in an adverse effect on the Bank, or (d) the Executive’s failure to correct material deficiencies in the performance of assigned duties promptly after such deficiencies are described in a writing delivered by the Bank to the Executive.

1.6                                 “Termination of Employment” with the Bank means that the Executive shall have ceased to be employed by the Bank for any reason whatsoever, excepting a leave of absence approved by the Bank.  For purposes of this Agreement, if there is a dispute over the employment status of the Executive or the date of termination of the Executive’s employment, the Bank shall have the sole and absolute right to decide the dispute, unless a Change in Control shall have occurred.

1.7                                 Years of Service: Years of Service shall include the actual period of time that Executive has been employed by the Bank.

ARTICLE 2

ENTITLEMENT TO BENEFIT

2.1                                 Survivor Income Benefit.  Provided the Bank receives payment from the insurance policy insuring Executive’s life, the Bank shall pay to the Executive’s designated beneficiary(ies), in a single lump sum, the survivor income benefit of $25,000 in the event of the death of Executive under the following circumstances: (a) the death occurs while the Executive is employed by the Bank; (b) the death occurs following a voluntarily or involuntarily termination

1