Exhibit 10.10

                                                                Date:___________
                               SONOMA VALLEY BANK

                              SEVERANCE AGREEMENT

     This  SEVERANCE  AGREEMENT  (the  "Agreement"),  dated  as of , is made and
entered into by and between  Sonoma Valley Bank, a California  Corporation  (the
"Company"), and , (the "Executive").

     WHEREAS,  this  Agreement  is being  entered into in order to set forth the
specific  severance  compensation  that the  Company  agrees  it will pay to the
Executive  if the  Executive's  employment  with the  Company  terminates  under
certain circumstances described herein;

     NOW, THEREFORE,  in consideration of the continued service of the Executive
as the of the Company,  the mutual  covenants and  agreements  contained in this
Agreement,  and for such other good and valuable  consideration,  the receipt of
which is hereby acknowledged, the parties hereto agree as follows:

     1. Agreement to Provide Base Salary.  In the event the Executive is, within
24 months  following a Change in Control of the Company (as defined in Section 3
below) and during the Term of this  Agreement  (as  defined in Section 6 below),
actually  terminated from his/her  employment with the Company or constructively
terminated from his/her employment with the Company, he/she shall receive in one
lump sum cash  payment in an amount  equal to of his/her base salary at the time
of such termination;  provided that no benefit shall be payable hereunder if the
Executive's  employment  is terminated by reason of any act or failure to act by
the Executive  which  constitutes  (I) gross  malfeasance in the  performance of
his/her duties, (ii) fraud,  deceit,  theft or embezzlement  against the Company
that  could  reasonable  subject  the  Executive  to  either  civil or  criminal
liability,  or (iii) disloyalty against the Company including without limitation
aiding  competitors  of the  Company.  The  Company,  in its sole  and  absolute
discretion,  may pay the amount  specified  above to the  Executive  in 12 equal
monthly installments.

     2. Base Salary. For purposes of this Agreement, the Executive's base salary
at any time shall be equal to his/her  regular  annual salary  without regard to
any bonuses,  incentive  payments,  cash or non-cash  allowances or other fringe
benefits.

     3.  Change in Control  For the  purposes  of this  Agreement,  a "Change in
Control" means the purchase or other acquisition by any person,  entity or group
of  persons,  within the  meaning of  section  13(d) or 14(d) of the  Securities
Exchange  Act of  1934  ("Act"),  or any  comparable  successor  provisions,  of
beneficial  ownership  (within the meaning of Rule 13d-3  promulgated  under the
Act) of 30 percent or more of either the  outstanding  shares of common stock or
the combined voting power of the Company's then  outstanding  voting  securities
entitled to vote generally,  or the approval by the  stockholders of the Company
of a reorganization,  merger,  or  consolidation,  in each case, with respect to
which persons who were stockholders of

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the Company immediately prior to such reorganization, merger or consolidation do
not,  immediately  thereafter,  own more than 50 percent of the combined  voting
power   entitled  to  vote  generally  in  the  election  of  directors  of  the
reorganized,  merged or consolidated Company's then outstanding securities, or a
liquidation or dissolution of the Company or of the sale of all or substantially
all of the Company's assets.

     4. Constructive Termination.  For purposes of this Agreement, the Executive
shall be deemed to have been  constructively  terminated from his/her employment
with the Company if he/she  voluntarily  terminates his/her employment within 24
months after a Change in Control and such termination  occurs coincident with or
after any of the  following  events (which event occurs within 24 months after a
Change in Control),  unless the Executive expressly acknowledges in writing that
no constructive termination has taken place;

     (a) Any significant  change in the Executive's  position,  duties,  titles,
offices,   responsibilities   and  status  with  the  Company  as  they  existed
immediately  prior to a Change in Control or the  assignment to the Executive by
the Company of any duties inconsistent therewith, or in derogation thereof;

     (b) A reduction in the Executive's base salary in effect on the date of the
Change of Control;

     (c) Any failure by the  Company to  continue in effect any benefit  plan or
arrangement  or  any  material   fringe  benefit  in  which  the  Executive  was
participating  immediately  prior to a Change of Control,  or to substitute  and
continue  other  plans  providing  the  Executive  with  substantially   similar
benefits,  or any  action  by the  Company  which  would  adversely  affect  the
Executive's  benefits  under such  benefit  plan or  arrangement  or deprive the
Executive of any material fringe benefit enjoyed by the Executive at the time of
the Change of Control;

     (d) The  Executive's  relocation  to any place  other than the  location at
which he/she performed his/her duties prior to a Change in Control; of

     (e) Any material breach by the Company of any provision of this Agreement.

5.       Heirs and Successors.

     (a)  Successors  of the Company.  The Company will require any successor or
assign  (whether  direct or indirect,  by  purchase,  merger,  consolidation  or
otherwise)  to all or  substantially  all of the business  and/or  assets of the
Company,  expressly,  absolutely  and  unconditionally  to  assume  and agree to
perform  this  Agreement  in the same  manner  and to the same  extent  that the
Company would be required to perform if no such  succession  or  assignment  had
taken  place.  Failure of the  Company  to obtain  such  agreement  prior to the
effectiveness  of any  such  succession  transaction  shall  automatically  be a
material  breach of this  Agreement for purposes of Section 5,  "Company"  shall
mean the Company as defined  above and any  successor  or assign to its business
and/or assets as aforesaid which executes and delivers the agreement provided in
this Section 5 or which  otherwise  becomes bound by all terms and provisions of
this


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Agreement by operation of law.

     (b) Heirs of the Executive.  This  Agreement  shall inure to the benefit of
and be  enforceable  by the  Executive's  personal  and  legal  representatives,
executors,   administrators,   successors,  heirs,  distributees,  devisees  and
legatees.  If the Executive should die after becoming entitled to the payment of
benefits hereunder any amount still payable to him/her, all such amounts, unless
otherwise  provided  herein,  shall be paid in accordance with the terms of this
Agreement to the Executive's  beneficiary,  successor,  devisees,  legatees,  or
other  designee or, if there be no such  designee,  to the  Executive's  estate.
Until a  contrary  designation  is made to the  Company,  the  Executive  hereby
designates  as his/her  beneficiary  under this  Agreement the person whose name
appears below his/her signature on this Agreement.

     6. Term.  The term of this  Agreement  shall be the period  commencing  and
ending ; provided  that the  Company and the  Executive  may  mutually  agree in
writing to extend such term.

     7. Not a Contract of Employment. The terms and conditions of this Agreement
shall not be deemed to constitute a contract of  employment  between the Company
and the Executive.  Nothing in this Agreement  shall be construed to entitle the
Executive to any benefit hereunder if his/her  employment is terminated prior to
a Change in  Control,  and  nothing  in this  Agreement  shall be  construed  to
interfere  with the  Company's  right to discharge or  discipline  the Executive
prior to a Change in Control.

     8.  Notice.  For  purposes  of  this  Agreement,  notices  on  all  of  the
communications  provided for in the  Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
registered mail, return receipt requested,  postage pre- paid as follows:  If to
the Company- Sonoma Valley Bank, 202 West Napa Street, Sonoma, California 95476,
Attention:  Chairman  of the  Board;  and if to the  Executive,  at the  address
specified at the end of this  Agreement.  Notice may also be given at such other
address  as either  party may have  furnished  to the  other in  writing  and in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.

     9. Validity.  The invalidity or  unenforecability of any provisions of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

     10.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one of the same instrument.

     11. Miscellaneous.  No provisions of this Agreement may be modified, waived
or discharged  unless such waiver,  modification  or discharge is agreed to in a
writing  signed by the  Executive  and the  Company.  No waiver by either  party
hereto at any time of any breach by the other  party  hereto  of, or  compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at  the  time  or  at  any  prior  or   subsequent   time.   No   agreements  or
representations,  oral or  otherwise,  express or implied,  with  respect to the
subject  matter  hereof  have been made by either  party which are not set forth
expressly in this Agreement.


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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above-written.

SONOMA VALLEY BANK:                      EXECUTIVE:

BY:----------------------                ---------------------------------------

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                                         (Address for Notice)

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                                         (Designated Beneficiary)


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                                         (Address of Beneficiary)

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