Option Cancellation

                             Exhibit 10(cc)

November 5, 2004

Deborah A. Meekins, President & C.E.O.            

Northern Empire Bancshares

810 Fourth Street

Santa Rosa, CA 95404

Re: Option Cancellation

Dear Debbie:

I am writing in furtherance of our Board's determination that it is in

the best interests of Northern Empire Bancshares for non-employee

directors to cancel options held by them at the beginning of this year.

To implement this determination, I agree with the Corporation that:

(1) My exercise of earlier this year of options representing   *   shares

will be deemed to have been increased to the market price per shar