FIRST ADDENDUM -------------- TO -- ACQUISITION AGREEMENT

                                                                     Exhibit 2.5

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                                 FIRST ADDENDUM

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                                       TO

                                       --

                              ACQUISITION AGREEMENT

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         THIS FIRST ADDENDUM TO ACQUISITION AGREEMENT, dated as of December 13,

2004, ("First Addendum"), is entered into by and among SEQUOIA NATIONAL BANK, a

national banking association ("Sequoia"), FIRST NATIONAL BANK OF NORTHERN

CALIFORNIA, a national banking association ("FNB"), HEMISPHERE NATIONAL BANK, a

national banking association ("HNB"), and PRIVEE FINANCIAL, INC., a Delaware

corporation ("Privee").

                                    Recitals:

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         A.       Sequoia, FNB and HNB entered into a certain Acquisition

                  Agreement, dated as of November 5, 2004 (the "Agreement").

         B.       The Agreement contemplates, among other things, that FNB would

                  sell, and HNB would purchase, pursuant to the "Plan of

                  Liquidation," all of the outstanding capital stock of the

                  "Consolidated Bank" that FNB shall acquire in the

                  "Consolidation" (as such terms are defined in the Agreement).

         C.       Privee is the registered bank holding company for HNB, and in

                  order to obtain all approvals of the Office of the Comptroller

                  of the Currency (the "OCC") required under terms of the

                  Agreement, the parties hereto agree that Privee should be the

                  purchaser of the "Consolidated Bank Stock" (as defined in the