AMENDMENT NO. 1 TO INDEMNIFICATION AGREEMENT SONOMA NATIONAL BANK

Exhibit 10(l)

                           AMENDMENT NO. 1 TO

                        INDEMNIFICATION AGREEMENT

                          SONOMA NATIONAL BANK

Recital

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This Amendment No. 1 to the Indemnification Agreement (the "Agreement")

dated February 16, 1993 between Dennis R. Hunter, ("Indemnitee"), and

Sonoma National Bank, a national banking association (the "Association"),

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 Association'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) Applicab