EXHIBIT 10 (b)
                    INDEMNIFICATION AGREEMENT

PREAMBLE

      This Indemnification Agreement (this "Agreement") is made as
of this 14th   day of  May, 1996 , by and between Northern Empire
Bancshares, a California corporationtion (the "Company"), and    Clement
C. Carinalli ("Indemnitee").

RECITALS

    A.  The Company and Indemnitee recognize the increasing
difficulty in obtaining directors', officers', and agents'
liability insurance, the significant increases in the cost of such
insurance, and the general reductions in the coverage of such
insurance.

    B.  The Company and Indemnitee further recognize the
substantial increase in corporate litigation in general, subjecting
directors, officers and agents to expensive litigation risks at the
same time as the availability and coverage of liability insurance
has been severely limited and may not be available to the Company
in the future.

    C.  Indemnitee does not regard the current protection
available as adequate under the present circumstances, and
Indemnitee and other directors, officers and agents of the Company
may not be willing to continue to serve as directors, officers and
agents without additional protection.

    D.  The Company desires to attract and retain the services of
highly qualified individuals, such as Indemnitee, to serve as
directors, officers and agents of the Company and to indemnify its
directors, officers and agents so as to provide them with the
maximum protection permitted by law.<PAGE>
Agreement

    Based upon the facts and premises contained in the above
Recitals and in consideration of the mutual promises below, the
Company and Indemnitee hereby agree as follows:

1.  INDEMNIFICATION AND EXPENSE ADVANCEMENT.

    (a) Action, Etc., Other than by Right of the Company. The
Company shall indemnify Indemnitee if Indemnitee was or is a party
or is threatened to be made a party to any proceeding (other than
an action by or in the right of the Company to procure a judgment
in its favor) by reason of the fact that Indemnitee is or was an
Agent of the Company, against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in
connection with such proceeding if Indemnitee acted in good faith
and in a manner Indemnitee reasonably believed to be in the best
interests of the Company and, in the case of a criminal proceeding,
has no reasonable cause to believe the conduct of Indemnitee was
unlawful. The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that
Indemnitee did not act in good faith and in a manner which
Indemnitee reasonably believed to be in the best interests of the
Company or that Indemnitee had reasonable cause to believe that
Indemnitee's conduct was unlawful.

    (b) Action, Etc., By or in the Right of the Company. The
Company shall indemnify Indemnitee if Indemnitee was or is a party
or is threatened to be made a party to any threatened, pending or
completed action by or in the right of the Company to procure a
judgment in its favor by reason of the fact that Indemnitee is or
was an Agent of the Company, against expenses actually and
reasonably incurred by Indemnitee in connection with the defense or
settlement of such action if Indemnitee acted in good faith, in a
manner Indemnitee believed to be in the best interests of the
Company and its shareholders; except that no indemnification shall
be made under this subparagraph (b) for any of the following:

        (i)    In respect of any claim, issue or matter as to which
               Indemnitee shall have been adjudged to be liable to
               the Company in the performance of Indemnitee's duty
               to the Company and its shareholders, unless and only
               to the extent that the court in which such
               proceeding is or was pending shall determine upon
               application that, in view of all the circumstances
               of the case, Indemnitee is fairly and reasonably
               entitled to indemnity for the expenses which such
               court shall determine;

       (ii)    Of amounts paid in settling or otherwise disposing
               of a pending action without court approval; or

      (iii)    Of expenses incurred in defending a pending action
               which is settled or otherwise disposed of without
               court approval.

    (c) Determination of Right of Indemnification. Any
indemnification under subparagraphs (a) and (b) shall be made by
the Company only if authorized in the specific case, upon a
determination that indemnification of Indemnitee is proper in the
circumstances because Indemnitee has met the applicable standard of
conduct set forth above in subparagraphs (a) and (b) by any of the
following:

        (i)    A majority vote of a quorum consisting of directors
               who are not parties to such proceeding;

       (ii)    If such a quorum of directors is not obtainable, by
               independent legal counsel in a written opinion;

      (iii)    Approval of the shareholders by the affirmative vote
               of a majority of the shares entitled to vote
               represented at a duly held meeting at which a quorum
               is present or by the written consent of shareholders
               as provided in the Bylaws, with the shares owned by
               the person to be indemnified not being entitled to
               vote thereon; or 

       (iv)    The court in which such proceeding is or was pending
               upon application made by the Company or its Agent or
               attorney or other person rendering services in 
               connection with the defense, whether or not such
               application by the Agent, attorney or other person
               is opposed by the Company.

    (d) Advances of Expenses. Expenses (including attorneys' fees)
costs, and charges incurred in defending any proceeding shall be
advanced by the Company prior to the final disposition of such
proceeding upon receipt of an undertaking by or on behalf of
Indemnitee to repay such amount unless it shall be determined
ultimately that Indemnitee is entitled to be indemnified as
authorized in this Paragraph 1.

    (e) Indemnification Against Expenses of successful Party.
Notwithstanding the other provisions of this paragraph 1, to the
extent that Indemnitee has been successful on the merits in a
defense of any proceeding, claim, issue or matter referred to in
subparagraphs (a) and (b), Indemnitee shall be indemnified against
all expenses actually and reasonably incurred by Indemnitee in
connection therewith.

    (f) Right of Indemnitee to Indemnification Upon Application;
Procedure Upon Application. Any indemnification provided for in
subparagraphs (a), (b) or (e) shall be made no later than ninety
(90) days after the Company is given notice of request by
Indemnitee, provided that such request is made after final
adjudication, dismissal, or settlement unless an appeal is filed,
in which case the request is made after the appeal is resolved
(hereafter referred to as "Final Disposition"). Upon such notice,
if a quorum of directors who were not parties to the action, suit,
or proceeding giving rise to indemnification is obtainable, the
Company shall within two (2) weeks call a Board of Directors
meeting to be held within four (4) weeks of such notice, to make a
determination as to whether Indemnitee has met the applicable
standard of conduct. Otherwise, if a quorum consisting of directors
who were not parties in the relevant action, suit, or proceeding is
not obtainable, the Company shall retain (at the Company's expense)
independent legal counsel chosen either jointly by the Company and
Indemnitee or else by Company counsel within two (2) weeks to make
such determination. If (1) at such directors meeting such a quorum
is not obtained or, if obtained, refuses to make such determination
or (2) if such legal counsel is not so retained or, if retained,
does not make such determination within four (4) weeks, then the
Board of Directors shall cause a shareholders meeting to be held
within four (4) weeks to make such a determination.
    
    If notice of a request for payment of a claim under any
statute, under this Agreement, or under the Company's Articles of
Company or Bylaws providing for indemnification or advance of
expenses has been given to the Company by Indemnitee, and such
claim is not paid in full by the Company within ninety (90) days of
the later occurring of the giving of such notice and Final
Disposition in case of indemnification and twenty (20) days of the
giving of such notice in case of advance of expenses, Indemnitee
may, but need not, at any time thereafter bring an action against
the Company to receive the unpaid amount of the claim or the
expense advance and, if successful, Indemnitee shall also be paid
for the expenses (including attorneys' fees) of bringing such
action. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in
connection with any action, suit, or proceeding in advance of its
Final Disposition) that Indemnitee has not met the standards of
conduct which make it permissible under applicable law for the
Company to indemnify Indemnitee for the amount claimed, and
Indemnitee shall be entitled to receive interim payment of expenses
pursuant to Subparagraph (d) unless and until such defense may be
finally adjudicated by court order or judgment from which no
further right of appeal exists. Neither the failure of the Company
(including its Board of Directors, independent legal counsel, or
its shareholders) to have made a determination that indemnification
of Indemnitee is proper in the circumstances because Indemnitee has
met the applicable standard of conduct required by applicable law,
nor an actual determination by the Company (including its Board of
Directors, independent legal counsel, or its shareholders) that
Indemnitee has not met such applicable standard of conduct, shall
create a presumption that Indemnitee has or has not met the
applicable standard of conduct.

    (g) Other Rights and Remedies. The indemnification provided by
this Paragraph 1 shall not be deemed exclusive of, and shall not
affect, any other rights to which an Indemnitee may be entitled
under any law, the Company's Articles of Incorporation, Bylaws,
agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding such office, and shall
continue after Indemnitee has ceased holding such office or acting
in such official capacity and shall inure to the benefit of the
heirs, executors, and administrators of Indemnitee.

    (h) Insurance. The Company may purchase and maintain insurance
on behalf of any person who is or was an Agent against any
liability asserted against such person and incurred by him or her
in any such capacity, or arising out of his or her status as such,
whether or not the Company would have the power to indemnify such
person against such liability under the provisions of this
Paragraph 1.

    (i) Optional Means of Assuring Payment. Upon request by an
Indemnitee certifying that Indemnitee has reasonable grounds to
believe Indemnitee may be made a party to a proceeding for which
Indemnitee may be entitled to be indemnified under this Paragraph
1, the Company may, but is not required to, create a trust fund,
grant a security interest or use other means (including, without
limitation, a letter of credit) to ensure the payment of such sums
as may become necessary to effect indemnification as provided
herein.

    (j) Savings Clause. If this Paragraph 1 or any portion thereof
shall be invalidated on any ground by any court of competent
jurisdiction, then the Company shall nevertheless indemnify
Indemnitee as to expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement with respect to any action,
suit, proceeding, or investigation, whether civil, criminal or
administrative, and whether internal or external, including a grand
jury proceeding and an action or suit brought by or in the right of
the Company, to the full extent permitted by any applicable portion
of this Paragraph 1 that shall not have been invalidated, or by any
other applicable law.

    (k) Definition of Agent. For the purposes of this Paragraph 1,
"Agent" means any person who is or was a director, officer,
employee or other agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of
another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise, or was a director, officer,
employee or agent of a foreign or domestic corporation which was a
predecessor corporation of the corporation or of another enterprise
at the request of such predecessor corporation; "proceeding" means
any threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative; and "expenses"
includes without limitation attorneys' fees and any expenses of
establishing a right to indemnification.

    (1) Indemnification under Section 204(a) (11) of the
California Corporations Code. Subject to the provisions of
California Corporations Code Section 204 (a) (11) and any other
applicable law, notwithstanding any other provisions of these
Paragraph 1, the following shall apply to the indemnification of
Indemnitee:

        (i)    The Company shall indemnify Indemnitee pursuant to
               this Subparagraph (l) if the Company would be
               required to indemnify Indemnitee pursuant to
               Subparagraphs (a) or (b) if in Subparagraphs (a) or
               (b) the phrase "in a manner Indemnitee reasonably
               believed to be in the best interests of the Company"
               is replaced with the phrase "in a manner Indemnitee
               did not believe to be contrary to the best interests
               of the Company". If pursuant to Subparagraphs (c)
               and (f) the person making the Subparagraph (a)
               and/or (b) conduct standard determination determines
               that such standard has not been satisfied, such
               person shall also determine whether this
               subparagraph (1) (i) conduct standard has been
               satisfied;

       (ii)    There shall be a presumption that Indemnitee met the
               applicable standard of conduct required to be met in
               subparagraph (c) for indemnification, rebuttable by
               clear and convincing evidence to the contrary;

      (iii)    The Company shall have the burden of proving that
               Indemnitee did not meet the applicable standard of
               conduct in subparagraph (c);

       (iv)    In addition to the methods provided for in
               Subparagraph (C), a determination that
               indemnification is proper in the circumstances
               because that Indemnitee met the applicable standard
               of conduct may also be made by the arbitrator in any
               arbitration proceeding in which such matter is or
               was pending;

        (v)    Unless otherwise agreed to in writing between an
               Indemnitee and the Company in any specific case,
               indemnification may be made under Subparagraph (b)
               for amounts paid in settling or otherwise disposing
               of a pending action without court approval.

2. CHANGES.

    In the event of any change, after the date of this Agreement,
in any applicable law, statute, or rule which expands the right of
a California corporation to indemnify a member of its board of
directors or an officer, such changes shall be automatically,
without further action of the parties, within the purview of
Indemnitee's rights and Company's obligations, under this
Agreement. In the event of any change in any applicable law,
statute or rule which narrows the right to indemnify a member of
its board of directors or an officer, such changes, to the extent
not otherwise required by such law, statute or rule to be applied
to this Agreement, shall have no effect on this Agreement or the
parties' rights and obligations hereunder. In the event of an
amendment to the Company's Bylaws which expands the right to
indemnify a member of its board of directors or an officer, such
change shall be automatically, without further action of the
parties, within Indemnitee's rights and Company's obligations under
this Agreement. In the event of any amendment to the Company's
Bylaws which narrows such right of a California Corporation to
indemnify a member of its board of directors or an officer, such
change shall only apply to the indemnification of Indemnitee for
acts committed, or lack of action, by Indemnitee after such
amendment. The Company agrees to give Indemnitee prompt notice of
amendments to the Company's Bylaws which concern indemnification.
 
3.  NONEXCLUSIVITY.

    The indemnification provided by this Agreement shall not be
deemed exclusive of any rights to which Indemnitee may be entitled
under the Corporation's Articles of Incorporation, its Bylaws, any
agreement, any vote of shareholders or disinterested Directors, the
California Corporations Code, or otherwise, both as to action in
Indemnitee's official capacity and as to action in any other
capacity while holding such office (an "Indemnified Capacity"). The
indemnification provided under this Agreement shall continue as to
Indemnitee for any action taken or not taken while serving in an
Indemnified Capacity even though he may have ceased to serve in an
Indemnified Capacity at the time of any action, suit or other
covered proceeding.

4.  PARTIAL INDEMNIFICATION.

    If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion
of the expenses, judgment, fines or penalties actually or
reasonably incurred by him in the investigation, defense, appeal or
settlement of any civil or criminal action, suit or proceeding, but
not, however, for the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion of such expenses,
judgments, fines or penalties to which Indemnitee is entitled.

5.  MUTUAL ACKNOWLEDGEMENT.

    Both the Company and Indemnitee acknowledge that in
certain instances, Federal law or public policy may override
applicable law and prohibit the Company from indemnifying its
directors and officers under this Agreement or otherwise. For
example, the Company and Indemnitee acknowledge that the Securities
and Exchange Commission (the "SEC") has taken the position that
indemnification is not permissible for liabilities arising under
certain federal securities laws, and federal legislation prohibits
indemnification for certain ERISA violations. Indemnitee
understands and acknowledges that the Company has undertaken or may
be required in the future to undertake with the SEC to submit
questions of indemnification to a court in certain circumstances
for a determination of the Company's right under public policy to
indemnify Indemnitee. Furthermore, Indemnitee and Company
acknowledge that the extent of indemnification permissible under
Section 204(a)(11) of the California Corporations Code has not been
judicially determined; therefore, the enforceability of
Indemnitee's rights under Subparagraph (1) is uncertain.

6.  SEVERABILTIY.

    Nothing in this Agreement is intended to require or shall be
construed as requiring the Company to do or fail to do any act in
violation of applicable law. The Company's inability, pursuant to
court order, to perform its obligations under this Agreement shall
not constitute a breach of the Agreement. If the application of any
provision or provisions of the Agreement to any particular facts or
circumstances shall be held to be invalid or unenforceable by any
court of competent jurisdiction, then (i) the validity and
enforceability of such provision or provisions as applied to any
other particular facts or circumstances and the validity of other
provisions of this Agreement shall not in any way be affected or
impaired thereby and (ii) such provision(s) shall be reformed
without further action by the parties to make such provision(s)
valid and enforceable when applied to such facts and circumstances
with a view toward requiring Company to indemnify Indemnitee to the
fullest extent permissible by law.



7.  EXCEPTIONS.

    Any other provision herein to the contrary notwithstanding,
the Company shall not be obligated pursuant to the terms of this
Agreement:

    (a) Regulatory Agency Proceedings. To indemnify Indemnitee for
expenses, penalties or other payments incurred in an administrative
proceeding or action instituted by a bank regulatory agency, which
proceeding or action results in a final order assessing civil money
penalties or requiring affirmative action by the Indemnitee in the
form of payments to the Company.

    (b) Claims Initiated By Indemnitee. To indemnify or advance
expenses to Indemnitee with respect to proceedings or claims
(except counter-claims or cross-claims) initiated or brought
voluntarily by Indemnitee and not by way of defense, except with
respect to proceedings brought to establish or enforce a right to
indemnification under this Agreement or any other statute or law or
otherwise as required by the California Corporations Code, but such
indemnification or advancement of expenses may by provided by the
Company in specific cases if the Board of Directors finds it to by
appropriate; or

    (c) Lack of Good Faith. To indemnify Indemnitee for any
expenses incurred by Indemnitee with respect to any proceeding
instituted by Indemnitee to enforce or interpret this Agreement, if
a court of competent jurisdiction determines that each of the
material assertions made by Indemnitee in such proceeding was not
made in good faith or was frivolous; or

    (d) Insured Claims. To indemnify Indemnitee for expenses or
liabilities of any type whatsoever (including, but not limited to,
judgments, fines, ERISA excise taxes or penalties, and amounts paid
in settlement) which have been paid directly to Indemnitee by an
insurance carrier under a policy of officers' and directors'
liability insurance maintained by the Company; or

    (e) Claims under section 16(b). To indemnify Indemnitee for
expenses or the payment of profits arising from the purchase and
sale by Indemnitee of securities in violation of section 16(b) of
the Securities Exchange Act of 1934, as amended, or any similar
successor statute.

8.  COUNTERPARTS.

    This Agreement may by executed in one or more counterparts,
each of which shall constitute an original.

9.  SUCCESSORS AND ASSIGNS.

    This Agreement shall by binding upon the Company and its
successors and assigns, and shall inure to the benefit of
Indemnitee and Indemnitee's estate, heirs, and legal
representatives and permitted assigns. Indemnitee may not assign
this Agreement without the prior written consent of the Company.

10. ATTORNEYS' FEES.

    In the event that any action is instituted by Indemnitee under
this Agreement to enforce or interpret any of the terms hereof,
Indemnitee shall be entitled to be paid all court costs and
expenses, including reasonable attorneys' fees, incurred by
Indemnitee with respect to such action, unless as a part of such
action, the court of competent jurisdiction determines that each of
the material assertions made by Indemnitee as a basis for such
action were not made in good faith or were frivolous. In the event
of an action instituted by or in the name of the Company under this
Agreement or to enforce or interpret any of the terms of this
Agreement, Indemnitee shall be entitled to be paid all court costs
and expenses, including attorneys' fees, incurred by Indemnitee in
defense of such action (including with respect to Indemnitee's
counterclaims and cross-claims made in such action), unless as a
part of such action the court determines that each of Indemnitee's
material defenses to such action were made in bad faith or were
frivolous.

11. NOTICE.

    All notices, requests, demands and other communications under
this Agreement shall by in writing and shall by deemed duly given
(i) if delivered by hand and receipted for by the party addressee,
on the date of such receipt, or (ii) if mailed by certified or
registered mail with postage prepaid, on the third business day
after the date postmarked. Addresses for notice to either party are
as shown under Authorized signatures at the end of this Agreement,
or as subsequently modified by written notice.

12. PARAGRAPH HEADINGS.

    The Paragraph and subparagraph headings in this Agreement are
solely for convenience and shall not by considered in its
interpretation.

13. WAIVER.

    A waiver by either party of any term or condition of the
agreement or any breach thereof, in any one instance, shall not by
deemed or construed to by a waiver of such term or condition or of
any subsequent breach thereof.

14. ENTIRE AGREEMENT; AMENDMENT.

    This instrument contains the entire integrated Agreement
between the parties hereto and supersedes all prior negotiations,
representations or agreements, whether written or oral except for
the Company's Articles of Incorporation and Bylaws. It may by
amended only by a written instrument signed by a duly authorized
officer of Company and by Indemnitee.

15. CHOICE OF LAW AND FORUM.

    Except for that body of law governing choice of law, this
Agreement shall be governed by, and construed in accordance with
internal laws of the State of California which govern transactions
between California residents. The parties agree that any suit or
proceeding in connection with, arising out of or relating to this
Agreement shall by instituted only in a state court located in
Sonoma County in the State of California to the fullest extent
permissible or in a federal court located in San Francisco County
in the State of California, and the parties, for the purpose of any
such suit or proceeding, irrevocably agree and submit to the
personal and subject matter jurisdiction and venue of any such
court in any such suit or proceeding and agree that service of
process may by effected in the  same manner notice is given
pursuant to section 11 above.

16. CONSIDERATION. 

    Part of the consideration the Company is receiving from 
Indemnitee to enter into this Agreement is Indemnitee's agreement
to  serve or to continue to serve, as applicable, for the present
as an  Agent of the Company. Nothing in this Agreement shall
preclude  Indemnitee from resigning as an Agent of the Company nor
the  Company, by action of its shareholders, board of directors, or 
officers, as the case may by, from terminating Indemnitee's
services  as an Agent, as the case may by, with or without cause.

    AUTHORIZED SIGNATURES

    In order to bind the parties to this Indemnification
Agreement, their duly authorized representations have signed their
names below on the dates indicated.

                         Northern Empire Bancshares
                         By_________________________________             
                         Dennis R. Hunter, Chairman of the Board

                         801 Fourth 5treet
                         Santa Rosa, CA 95404
                              (address)
                         Date Executed:______________________  

AGREED TO AND ACCEPTED:
INDEMNITEE:

_________________________________
Signature of Clement C. Carinalli

3990 Wallace Road
5anta Rosa, CA 95404
      (address)

Date Executed:____________________