EXHIBIT 10 (c)
                 NORTHERN EMPIRE BANCSHARES
                   1997 STOCK OPTION PLAN
                   STOCK OPTION AGREEMENT
  
  
       Unless otherwise defined herein, the terms defined in the Plan
shall have the same   defined meanings in this Option Agreement.
  
  I.   NOTICE OF STOCK OPTION GRANT
  
  [name of optionee]
  
       You have been granted an option to purchase Common Stock of
Northern Empire Bancshares (the "Company"), subject to the terms and
conditions of the Plan and this Option Agreement, as follows:
  
       Grant Number
  
       Date of Grant
  
       Vesting Commencement Date
  
       Exercise Price Per Share
  
       Total Number of Shares 
            Covered by Option
  
       Total Exercise Price
  
       Type of Option           _____     Incentive Stock Option
  
                                _____     Nonstatutory Stock Option
  
       Term/Expiration Date
  
       Vesting Schedule
  
       Acceleration of Vesting on Death or Disability
  
Subject to the Optionee continuing to be an Employee or Director on such
dates, this Option shall vest and become exercisable in accordance with
the following schedule:
  
  
       Termination Period Upon
            Termination of Relationship 
            Other than on Death or Disability
  
       Termination Period Upon Death
            or Disability
  
  
II.  AGREEMENT 
  
  1.   Grant of Option.  The Plan Administrator of the Company hereby
grants to the Optionee named in the Notice of Grant attached as Part I
of this Agreement (the "Optionee"), an option (the "Option") to purchase
the number of Shares, as set forth in the Notice of Grant, at the
exercise price per share set forth in the Notice of Grant (the "Exercise
Price"), subject to the terms and conditions of this Agreement and the
terms   and conditions of the Plan, which is incorporated herein by
reference.  In the event of a conflict between the terms and conditions
of the Plan and the terms and conditions of this Option Agreement, the
terms and conditions of the Plan shall prevail.  
  
       If designated in the Notice of Grant as an Incentive Stock Option
("ISO"), this Option is intended to qualify as an Incentive Stock Option
under Section 422 of the Code. However, if this Option is intended to be
an Incentive Stock Option, to the extent that it exceeds the $100,000
limitation of Code Section 422, it shall be treated as a Nonstatutory
Stock Option.

  2.   Exercise of Option.

       (a)  Right to Exercise.  This Option is exercisable during its    
       term in accordance with the Vesting Schedule set out in the       
       Notice of Grant and the applicable provisions of the Plan and     
       this Option Agreement.  In the event of Optionee's death, 
       Disability or other termination of Optionee's employment or
       service as a director, the exercisability of the Option is 
       governed by the applicable provision of the Plan and this Option 
       Agreement.

       (b)  Method of Exercise.  This Option is exercisable by delivery 
       of an exercise notice, in the form attached hereto as Exhibit A 
       (the "Exercise Notice"), which shall state the election to 
       exercise the Option, the number of Shares in respect of
       which the Option is being exercised (the "Exercised Shares"), and 
       such other representations and agreements as may be required by 
       the Company pursuant to the provisions of the Plan.  The Exercise 
       Notice shall be signed by the Optionee and shall be delivered in 
       person or by certified mail to the Secretary of the Company.  The 
       Exercise Notice shall be accompanied, or followed within 15 days
       by payment of the aggregate Exercise Price as to all Exercised 
       Shares.  This Option shall be deemed to be exercised upon receipt 
       by the Company of such fully exercised Exercise Notice 
       accompanied by such aggregate Exercise Price.
       
       No shares shall be issued pursuant to the exercise of this Option 
       unless such issuance and exercise complies with Applicable Laws.

3.     Method of Payment.  Payment must be made by the fifteenth (15th)
day after the notice of exercise.  Payment of the aggregate Exercise
Price shall be by any of the following, or a combination thereof, at the
election of the Optionee:

       (a)  cash; or

       (b)  check; or

       (c)  a properly executed promissory note (the "Note") and 
       security agreement securing payment of the Note, in the forms 
       attached hereto as Exhibit B and C, respectively, with the Note 
       in the amount of the aggregate Exercise Price of the Exercised 
       Shares and bearing interest at a rate no less than the applicable 
       federal rate prescribed under the Code and its regulations for 
       the month of the exercise most recently announced by the Internal 
       Revenue Service; or

       (d)  other Shares, which (A) in the case of Shares acquired upon 
       the exercise of an option, have been owned by the Optionee for 
       more than six (6) months on the date of surrender, and (B) have a 
       Fair Market Value on the date of surrender equal to the aggregate 
       exercise price of the Shares as to which said Option is to be
       exercised; or

       (e)  delivery of a properly executed exercise notice together 
       with such other documentation as the Administrator and the 
       broker, if applicable, shall require to effect an exercise of the 
       Option and delivery to the Company of the sale or loan
       proceeds required to pay the exercise price.
 
4.     Limitation on Transferability of Option.  Except as set forth in
this Section, this Option may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee.  If this
Option is not an ISO, this Option may be transferred by the Optionee
only to a member of his or her immediate family ("Family Member"), and
may not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any other manner by the Optionee or by a Family Member to
whom such Option has been transferred, other than by will or by the
laws of descent or distribution and may be exercised, during the
lifetime of the Optionee or Family Member, only by the Optionee or such
Family Member.

5.     Term of Option. Subject to the terms of the Plan with respect to
the exercise this Option in the event of the disability or death of the
Optionee, this Option may be exercised only within the term set forth in
the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option Agreement.
 
6.     No Guarantee of Continued Service.  Optionee acknowledges and
agrees that this agreement, the transactions contemplated hereunder and
the vesting schedule set forth herein do not constitute an express or
implied promise of continued engagement as a employee or director, for
any period or at all, and shall not interfere with Optionee's right
or the Company's right to terminate Optionee's relationship as an
employee or director at any time, with or without cause.

7.    Entire Agreement, Governing Law.  The Plan is incorporated herein
by reference. The Plan and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and
superseded in their entirety all prior undertakings and agreements of
the Company and Optionee with respect to the subject matter hereof,
and may not be modified adversely to the Optionee's interest except by
means of a writing signed by the Company and the Optionee.  This
agreement is governed by California law except for that body of laws
pertaining to conflict of laws.

       By signing below, you and the Company agree that this Option is
granted under and governed by the terms and conditions of the Plan and
this Option Agreement. Optionee has reviewed the Plan and this Option
Agreement in their entirety, has had an opportunity to obtain the advice
of counsel prior to executing this Option Agreement and fully
understands all provisions of the Plan and Option Agreement.  Optionee
hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to
the Plan and Option Agreement.  Optionee further agrees to notify the
Company upon any change in the residence address indicated below.

  OPTIONEE:                NORTHERN EMPIRE BANCSHARES, INC.
  
  ________________________ by: _______________________
  (signature)                  _______________________
                               _______________________
  ________________________      (name and title)
  ________________________ (residence address)
                                                            
                     CONSENT OF SPOUSE
                              
                              
                              
                              
       The undersigned spouse of Optionee has read and hereby approves
the terms and conditions of the Plan and this Option Agreement.  In
consideration of the Company's granting his or her spouse the rights to
purchase Shares as set forth in the Plan and this Option Agreement, the
undersigned hereby agrees to be irrevocably bound by the terms
and conditions of the Plan and this Option Agreement and further agrees
that any community property interest shall be similarly bound.  The
undersigned hereby appoints the undersigned's spouse as attorney-in-fact
for the undersigned with respect to any amendment or exercise of rights
under the Plan or this Option agreement.
  
  
                                __________________________________
                                Spouse of Optionee
  
  EXHIBIT A
  
                   1997 STOCK OPTION PLAN
                              
                      EXERCISE NOTICE
                              
                              
  Northern Empire Bancshares
  801 Fourth Street
  Santa Rosa, Ca  95404
  
  Attention: _____________
  
1.    Exercise of Option.  Effective as of __________, 199__, (which
date must be within fifteen (15) days of the date of this Notice) the
undersigned ("Purchaser") hereby elects to purchase ______________
shares (the "Shares") of the Common Stock of Northern Empire Bancshares
(the "Company") under and pursuant to the 1997 Stock Option Plan (the
"Plan") and the Stock Option Agreement dated ________________
(the "Option Agreement").  The purchase price for the shares shall be
$____, as required by the Option Agreement.
       
2.    Delivery of Payment.  Purchaser herewith delivers to the Company
the full purchase price for the Shares.
       
3.    Representations of Purchaser.  Purchaser acknowledges that
Purchaser has received, read and understood the Plan and the Option
Agreement and agrees to abide by and be bound by their terms and
conditions.
       
4.    Rights as Shareholder.  Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized
transfer agent of the company) of the stock certificate evidencing such
Shares, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option.  A share certificate for the
number of Shares so acquired shall be issued to the Optionee as soon as
practicable after exercise of the Option.  No adjustment will be made
for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in
Section 12 of the Plan.
       
5.    Tax Consultation.  Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or
disposition of the Shares. Purchase represents that Purchaser has
consulted with any tax consultants Purchaser deems advisable in
connection with the purchase or disposition of the Shares and that
Purchaser is not relying on the Company for any tax advice.  
       
6.    Entire Agreement; Governing Law.  The Plan and Option Agreement
are incorporated herein by reference.  This Agreement, the Plan and the
Option Agreement constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and Purchaser with
respect to the subject matter hereof, and may not be modified
adversely to the Purchaser's interest except by means of a writing
signed by the Company and Purchaser.  This agreement is governed by
California law except for that body of law pertaining to conflict of
laws.
  
  Submitted by:                      Accepted by:
  
  PURCHASER:                    NORTHERN EMPIRE BANCSHARES
  
  
  ___________________________        By_____________________________
  Signature
  
  ___________________________        Its_____________________________
  Print Name                    
  
  Address                       Address
  
  
  _________________________          801 Fourth Street
  _________________________          Santa Rosa, CA  95404