NORTHERN EMPIRE BANCSHARES 801 Fourth Street, Santa Rosa, CA 95404 PROXY SOLICITED BY THE BOARD OF DIRECTORS

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                                                                    EXHIBIT 99.2

                                      Form of Proxy - Northern Empire Bancshares

                           NORTHERN EMPIRE BANCSHARES
                     801 Fourth Street, Santa Rosa, CA 95404
                    PROXY SOLICITED BY THE BOARD OF DIRECTORS
                             For Special Meeting [-]

      The undersigned hereby appoints James B. Keegan, Jr., Clement C. Carinalli
and Dennis R. Hunter and each of them, Proxies each with full power of
substitution, to vote all of the stock of the undersigned at the Special Meeting
of Shareholders of Northern Empire Bancshares, to be held on [-] at [-], at [-]
Santa Rosa, California, and at any adjournment thereof, in the manner indicated
and in their discretion on any other business which may properly come before
said meeting, all in accordance with and as more fully described in the Notice
and accompanying Proxy Statement for said meeting receipt of which is hereby
acknowledged.

      MANAGEMENT RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.

      THE SHARES REPRESENTED BY THIS PROXY SHALL BE VOTED AS SPECIFIED. IF NO
DIRECTION IS INDICATED, THE SHARES REPRESENTED BY THE PROXY WI