AMENDMENT NO. 1 TO INDEMNIFICATION AGREEMENT NORTHERN EMPIRE BANCSHARES

Exhibit (10) (d)

                           AMENDMENT NO. 1 TO

                        INDEMNIFICATION AGREEMENT

                        NORTHERN EMPIRE BANCSHARES

Recital

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      This Amendment No. 1 to the Indemnification Agreement (the

"Agreement") dated May 14, 1996 between Clement C. Carinalli,

("Indemnitee"), and Northern Empire Bancshares, a California corporation

(the "Company"), is made as of the 27th day of September, 2005, for the     

purpose of clarifying Paragraph 7 of the Agreement regarding the laws

and/or regulations that limit the Company's ability to indemnify

Indemnitee.

Agreement

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     1.   Amendment to Paragraph 7 of Indemnification Agreement.

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      Paragraph 7 of the Agreement is hereby amended by the addition of a

     new Subsection (b) to read in its entirety as follows:

     (b) Applicable Law.