Exhibit 10.1
January
, 2007
Wells Fargo &
Company
Wells Fargo Center
MAC #N9305-173
Sixth and Marquette
Minneapolis, MN 55479
Ladies and Gentlemen:
We understand that Wells
Fargo & Company (“Wells Fargo”) and Placer
Sierra Bancshares (the “Company”) intend to enter into
an Agreement and Plan of Reorganization (the “Reorganization
Agreement”) providing for a business combination between the
Company and a wholly-owned subsidiary of Wells Fargo (the
“Business Combination”), in which all of the
outstanding shares of capital stock of the Company will be
exchanged for shares of common stock of Wells Fargo.
The undersigned is a shareholder of
the Company and is entering into this letter agreement to induce
Wells Fargo to enter into the Reorganization Agreement and
consummate the proposed transaction.
The undersigned confirms its
agreement with you as follows:
1. The undersigned represents,
warrants and agrees that Schedule I attached hereto sets forth the
shares of the Company’s capital stock of which the
undersigned is the record or beneficial owner and that the
undersigned is on the date hereof the lawful owner of the number of
shares set forth therein, free and clear of all voting agreements
and commitments of any kind and free and clear of all liens and
encumbrances except as set forth in Schedule I. Except as set forth
in Schedule I, the undersigned does not own or hold any rights to
acquire any additional shares of the Company’s capital stock
(by exercise of stock options, warrants or otherwise) or any
interest therein or any voting rights with respect to any
additional shares.
2. The undersigned agrees that,
prior to the meeting of the stockholders of the Company
contemplated by Section 4(c)(i) of the Reorganization
Agreement, or
