Exhibit 10.(d)


    
      

    

    Exhibit
      10 (d)

    


    AMENDED
      Engagement Letter Between Sandler O’Neill & Partners, L.P and Northern
      Empire Bancshares

    


    January
      6, 2006

    


    


    Board
      of
      Directors

    Northern
      Empire Bancshares 

    801
      Fourth Street

    Santa
      Rosa, CA 95404

    


    


    
      	 	
              Attention:

            	
              Mr.
                Dennis Hunter

            


    

    Chairman

     

    Ladies
      and Gentlemen:

    


    This
      letter agreement, executed by the parties on the date(s) set forth below, (1)
      is
      effective as of January 6, 2006, and (2) amends the letter agreement, executed
      by Sandler O’Neill & Partners, L.P. and executed by Northern Empire
      Bancshares, on January 6, 2006, to read in full as follows:

    


    Sandler
      O‘Neill & Partners, L.P. ("Sandler O’Neill") is pleased to act as an
      independent financial advisor to the Board of Directors of Northern Empire
      Bancshares and its subsidiaries (together, the "Company") in connection with
      the
      Company’s consideration of a possible Business Combination involving the Company
      and a second party (whether an individual, partnership, company or other entity,
      and together with its affiliates, the "Second Party"). This letter is to confirm
      the terms and conditions of our engagement.

    


    SPECIFIC
      ADVISORY SERVICES

    


    Sandler
      O’Neill will assist the Company in analyzing, structuring, negotiating and
      effecting a Business Combination or other strategic alternative which may
      involve one or more Second Parties. In this regard, we anticipate that our
      activities would include, as appropriate, the following:

    


    
      	 	
              1.

            	
              Performing
                financial analyses of the Company and the Second Party in the context
                of a
                possible Business Combination or alternative
                transaction;

            


    

    


    
      	 	
              2.

            	
              Assisting
                the Company in its determination of appropriate and desirable values
                to be
                exchanged in a Business Combination or alternative
                transaction;

            


    

    


    
      	 	
              3.

            	
              Advising
                the Company as to the structure and form of any proposed Business
                Combination or alternative
                transaction;

            


    

    


    
      	 	
              4.

            	
              Advising
                and assisting the Company’s management in making presentations to the
                Company’s Board of Directors about any proposed Business Combination or
                alternative transaction;

            


    

    


    
      	 	
              5.

            	
              Using
                its best efforts to assist the Company in identifying suitable Second
                Parties and counseling and participating with the Company in any
                approaches to, or discussions or negotiations with, such Second
                Party;

            


    

    


    
      	 	
              6.

            	
              Assuming
                an agreement in principle is reached for a Business Combination or
                alternative transaction, assisting the Company in negotiating the
                financial terms of a definitive
                agreement;

            


    

    


    
      	 	
              7.

            	
              If
                requested by the Company and agreed to by Sandler O’Neill, rendering an
                Opinion, as defined herein, to the Board (the "Opinion") as to whether
                the
                consideration to be exchanged in a proposed Business Combination
                with the
                Second Party is fair, from a financial point of view, to the Company’s
                shareholders, it being understood that the Company would not intend
                to
                proceed with a proposed Business Combination unless Sandler O’Neill
                advises the Company that Sandler O’Neill is or will be prepared to issue
                an Opinion; and

            


    

    


    
      	 	
              8.

            	
              Rendering
                such other financial advisory and investment banking services as
                may from
                time to time be agreed upon by Sandler O’Neill and the
                Company.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Company hereby acknowledges and agrees that the financial models and
      presentations used by Sandler O’Neill in performing its services hereunder have
      been developed by and are proprietary to Sandler O’Neill and are protected under
      applicable copyright laws. The Company agrees that it will not reproduce or
      distribute all or any portion of such models or presentations without the prior
      written consent of Sandler O’Neill.

    


    FEES

     

    1.    If
      during
      the period Sandler O’Neill is retained by the Company hereunder or within 12
      months following termination of the engagement of Sandler O’Neill, as provided
      below under the caption “Termination of Engagement” (a) a Business Combination
      is consummated with any Second Party contacted by Sandler O’Neill on behalf of
      the Company during the term of this engagement letter and such Second Party
      is
      included on the agreed upon list of “Contacted Second Parties” to be updated
      during the course of the engagement by Sandler O’Neill, with each update to the
      list to be agreed to by the Company and such list will be included as Addendum
      A
      hereto or (b) the Company enters into a definitive agreement with any Second
      Party contacted by Sandler O’Neill on behalf of the Company during the term of
      this engagement letter and such Second Party is included on the agreed upon
      list
      of “Contacted Second Parties” to be updated during the course of the engagement
      by Sandler O’Neill, with each update to the list to be agreed to by the Company
      and such list will be included as Addendum A hereto, to engage in a Business
      Combination, and such Business Combination is ultimately consummated, it being
      understood that such consummation need not occur during the 12 month period
      above, the Company shall pay Sandler O’Neill a fee in an amount equal to 1.00%
      of the Aggregate Purchase Price, less the amount of any fee paid to Sandler
      O’Neill pursuant to paragraph 2 below, due and payable in cash on the day of
      closing of the Business Combination. 

    


    2.    If
      Sandler O’Neill is asked by the Company to render an Opinion in connection with
      a Business Combination, the Company agrees to pay Sandler O’Neill a fee of
      $200,000, payable in cash at the time such Opinion is rendered, which shall
      be
      credited against any fee that may become due and payable pursuant to paragraph
      (1) above.

    


    


    EXPENSE
      REIMBURSEMENT

    


    In
      addition to any fees that may be payable to Sandler O’Neill under this letter,
      the Company agrees to reimburse Sandler O’Neill, upon request made from time to
      time, for its reasonable out-of-pocket expenses incurred in connection with
      Sandler O’Neill’s activities under this letter, including the reasonable fees
      and disbursements of its legal counsel; provided,
      however,
      that the
      Company shall not be required to reimburse any expenses exceeding $20,000 in
      the
      aggregate unless Sandler O’Neill has obtained the Company’s prior approval of
      such expenses (such approval not to be unreasonably withheld); and provided
      further
      that
      such expense limitation and approval is not intended to apply to or in any
      way
      impair or limit the indemnification or contribution provisions
      hereof.

    


    FAIRNESS
      OPINION

    


    The
      Fairness Opinion referred to above is a written opinion of Sandler O’Neill
      provided to the Company stating in effect that, in the sole opinion of Sandler
      O’Neill and subject to the terms and conditions contained therein, the
      consideration to be received in the proposed Business Combination with a Second
      Party is fair to the Company’s shareholders from a financial point of
      view.

    


    It
      is
      understood that any Opinion will be dated as of a date reasonably proximate
      to
      the date of any definitive agreement entered into by the Company and the Second
      Party and, at the request of the Company, shall be updated as of a date
      reasonably proximate to the date of any proxy statement or any offer to purchase
      to be mailed to the shareholders of the Company in connection with the Business
      Combination. It is further understood that if the Opinion is included in any
      such proxy statement or offer to purchase, the Opinion will be reproduced in
      such proxy statement or offer to purchase in full, and any description of or
      reference to Sandler O’Neill or the analyses performed by Sandler O’Neill or any
      summary of the Opinion in such proxy statement or offer to purchase will be
      in a
      form acceptable to Sandler O’Neill and its counsel in the exercise of their
      reasonable judgment. Except as provided in this letter or as required by law,
      neither the Opinion nor any other advice delivered to the Board of Directors
      or
      senior management of the Company by Sandler O’Neill may be reproduced,
      summarized, described or referred to without Sandler O’Neill’s prior written
      consent; provided, however, the Company may reproduce, and Sandler O’Neill will
      assist the Company in summarizing, the Opinion in the proxy statement to be
      furnished to shareholders and/or the registration statement to be filed with
      the
      SEC in connection with the Business Combination, and Sandler O’Neill will assist
      the Company in providing to its shareholders and the SEC all information
      required by the SEC, including SEC Schedule 14A and Regulation
      M-A.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CONFIDENTIAL
      INFORMATION

    


    The
      Company will furnish Sandler O’Neill (and will request that any of the Company’s
      representatives furnish Sandler O’Neill) with such information as Sandler
      O’Neill reasonably believes appropriate to its assignment (all such information
      so furnished being the "Information") and hereby
      represents and warrants to Sandler O’Neill that the Information will be true and
      correct in all material respects and not misleading.
      The
      Company recognizes and confirms that Sandler O’Neill (a) will use and rely
      primarily on the Information and on information available from generally
      recognized public sources in performing the services contemplated by this letter
      and in rendering the Opinion without having independently verified the same,
      (b)
      does not assume responsibility for the accuracy or completeness of the
      Information and such other information, (c) will not make an appraisal of any
      assets, collateral securing assets or liabilities of the Company or any Second
      Party and (d) will not perform any analysis on the effect of AICPA Statement
      of
      Position 03-3 on the value of any loan portfolio to be sold as part of any
      Business Combination (an “SOP 03-3 Review”). Sandler O’Neill agrees to use all
      reasonable efforts to keep confidential Information confidential.

    


    It
      is
      agreed that prior to distributing any materials related to the Company,
      including, but not limited to the Information, to a Second Party, Sandler
      O’Neill will provide a copy of such materials to the Company and its counsel
      for
      its review and written approval, such approval not to be unreasonably withheld.
      The parties agree that the foregoing provision for the Company’s prior approval,
      among other provisions herein, is a material inducement for the Company to
      enter
      into this engagement letter, and agree that a breach of this provision,
      resulting in loss or damage to the Company, would constitute a material breach
      of this engagement letter.

     

    CERTAIN
      ACKNOWLEDGMENTS 

    


    The
      Company acknowledges that Sandler O’Neill has been retained hereunder solely as
      an adviser to the Board of Directors of the Company, and not as an adviser
      to or
      agent of any other person, and that the Company’s engagement of Sandler O’Neill
      is as an independent contractor and not in any other capacity. Sandler O’Neill
      may, to the extent it deems appropriate, render the services hereunder through
      one or more of its affiliates. Neither this engagement, nor the delivery of
      any
      advice in connection with this engagement, is intended to confer rights upon
      any
      persons not a party hereto (including security holders, employees or creditors
      of the Company) as against Sandler O’Neill or its affiliates or its or their
      respective partners, directors, officers, agents or employees. Following
      consummation of a Business Combination, Sandler O’Neill may, at its own expense,
      place announcements or advertisements in financial newspapers, journals and
      marketing materials describing our services hereunder. 

    


    The
      Company acknowledges that it is not relying on the advice of Sandler O’Neill for
      tax, legal or accounting matters, it is seeking and will rely on the advice
      of
      its own professionals and advisors for such matters and it will make an
      independent analysis and decision regarding any Business Combination or
      alternative transaction based upon such advice. 

    


    INDEMNIFICATION;
      CONTRIBUTION

    


    The
      Company agrees to indemnify and hold Sandler O’Neill and its affiliates and
      their respective partners, directors, officers, employees, agents and
      controlling persons (Sandler O’Neill and each such person being an "Indemnified
      Party") harmless from and against any and all losses, claims, damages and
      liabilities, joint or several, to which such Indemnified Party may become
      subject under applicable federal or state law, or otherwise, related to or
      arising out of any actual or proposed Business Combination or alternative
      transaction or the engagement of Sandler O’Neill pursuant to, or the performance
      by Sandler O’Neill of the services contemplated by, this letter (collectively,
      the “Losses”), and will reimburse any Indemnified Party for all expenses
      (including reasonable counsel fees and expenses) as they are incurred, including
      expenses incurred in connection with the investigation of, preparation for
      or
      defense of any pending or threatened claim or any action or proceeding arising
      therefrom, whether or not such Indemnified Party is a party (collectively,
      the
“Expenses”). The Company will not be liable under the foregoing indemnification
      provision to the extent that any Loss is found in a final judgment by a court
      of
      competent jurisdiction to have resulted proximately from (1)
      the
      bad
      faith of or (2) a material breach of this Agreement or (3) gross negligence
      or
      (4) or reckless or willful misconduct or (5) violation of law or regulation
      by
      the
      Indemnified Party. The
      Company further agrees that no Indemnified Party shall have any liability
      (whether direct or indirect, in contract or tort or otherwise) to the Company
      or
      any of its affiliates, creditors or security holders for or in connection with
      the engagement of Sandler O’Neill pursuant to, or the performance by Sandler
      O’Neill of the services contemplated by, this letter or any actual or proposed
      Business Combination, alternative transaction or other conduct in connection
      therewith except with respect to those losses, claims, damages and liabilities,
      joint and several, incurred by the Company that are found in a final judgment
      by
      a court of competent jurisdiction to have resulted proximately from the
      (1)
      bad
      faith of or (2) a breach of this Agreement or (3) gross negligence or (4) or
      reckless or willful misconduct or (5) violation of law or regulation
by
      the
      Indemnified Party. In the event a court finds that any losses, claims damages
      and liabilities of the Company resulted from any of the acts of Sandler O’Neil
      enumerated in the preceding sentence, the
      Company, in addition to any other rights it may have under this agreement,
      expressly reserves its rights to pursue any remedy in law or equity against
      Sandler O’Neill for breach of contract, for indemnification and otherwise to the
      fullest extent provided by California law.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    In
      the
      event Sandler O’Neill appears as a witness in any action brought against the
      Company in which an Indemnified Party is not named as a defendant, the Company
      agrees to reimburse Sandler O’Neill for all reasonable expenses incurred and
      time expended by it in connection with its appearing as a witness.

    


    The
      Company agrees to notify Sandler O’Neill promptly of the assertion against it or
      any other person of any claim or the commencement of any action or proceeding
      relating to any transaction contemplated by this agreement. 

    


    


    CERTAIN
      DEFINITIONS

    


    As
      used
      in this letter, the term:

    


    
      	 	
              1.

            	
              "Business
                Combination" means (a) any merger, consolidation, reorganization
                or other
                business combination pursuant to which the business of the Company
                is
                combined with or comes under common control with that of a Second
                Party,
                or (b) the acquisition, directly or indirectly, by a Second Party
                of more
                than 24.9% of the capital stock, or all or a substantial portion
                of the
                assets, of the Company, by way of tender or exchange offer, negotiated
                purchase or otherwise, whether effected, in any such case, in one
                transaction or a series of
                transactions.

            


    

    


    

      
        	 	
                2.

              	
                "Aggregate
                  Purchase Price" means an amount equal to the sum of (a) the product
                  of (1)
                  the consideration agreed to be paid or exchanged for each share
                  of each
                  class of stock of the Company, and (2) the number of such shares
                  outstanding immediately preceding the effective time of the Business
                  Combination, plus (b) the product of (1) the number of such shares
                  issuable upon the exercise of any options, warrants or other rights
                  to
                  purchase shares of any class of the Company’s securities, all as
                  outstanding on or after the date of an agreement to effect a Business
                  Combination, and, without duplication, that are cashed out, as
                  the case
                  may be, as part of the Business Combination and (2) the consideration
                  to
                  be paid with respect to such underlying shares minus any applicable
                  exercise or strike price plus (c) the amount of any debt assumed
                  (directly
                  or indirectly) or repaid in connection with the Business Combination,
                  (d)
                  the
                  net present value of any contingent payments (whether or not related
                  to
                  future earnings or operations and including payments to executive
                  personnel in respect of retention agreements) calculated based
                  upon the
                  assumption
                  that the maximum aggregate amount of any consideration pursuant
                  to the
                  contingent payment provisions is received,
                  plus (e) any extraordinary dividends or distributions paid on or
                  prior to
                  the closing in connection with the Business Combination.

              


      

      
        	 	 	
                    For
                  purposes of this agreement, if all or any portion of the consideration
                  to
                  be paid consists of securities, (i) the fair market value of any
                  such
                  securities will be the value as the parties hereto shall mutually
                  agree on
                  the day prior to the consummation of such transaction; provided,
                  however,
                  that if such securities consist of securities with an existing
                  public
                  trading market, the value thereof shall be determined by the average
                  of
                  the last sales prices for such securities on the five trading days
                  ending
                  five calendar days prior to such date and (ii) the amount of the
                  fee
                  payable pursuant to paragraph 1 under the caption “Fees” above shall be
                  calculated as if the date on which the payment is due were the
                  date of
                  consummation of the Business Combination. In the event a particular
                  transaction structure makes the calculation of the Aggregate Purchase
                  Price as set forth above impractical, the parties hereto shall
                  use their
                  best efforts to determine an Aggregate Purchase Price that would
                  approximate the Aggregate Purchase Price had the relevant Business
                  Combination been structured as a purchase of the Company’s
                  shares.

              


      



    GOVERNING
      LAW

    


    This
      Agreement, and the rights of the parties’ hereunder, shall be governed,
      interpreted and enforced pursuant to the laws of the State of
      California.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TERMINATION
      OF ENGAGEMENT

    


    Sandler
      O’Neill’s engagement hereunder may be terminated by the Company or by Sandler
      O’Neill at any time upon 30 days written notice to that effect, it being
      understood that the provisions relating to the payment of fees and expenses
      and
      indemnification and contribution and those contained under the caption “Certain
      Acknowledgements” will survive any such termination for a period of 12 months
      following such 30 days written notice.

    


    Please
      confirm that the foregoing correctly sets forth our agreement by signing and
      returning to Sandler O’Neill the duplicate copy of this letter enclosed
      herewith.

     

     

             
Very
      truly yours,

    


    
      	 	
              Sandler
                O’Neill & Partners, L.P.

            
	 	
              By:

            	
              Sandler
                O’Neill & Partners Corp.,

            
	 	
               

            	
              the
                sole general partner

            
	 	 	 
	 	
              By:

            	
              /s/
                Murray G. Bodine

            
	 	 	
              Murray
                G. Bodine

            
	 	 	
              An
                Officer of the Corporation

            
	 	 	 
	 	
              Dated:

            	
              January
                6, 2006

            


    

    


    Accepted
      and agreed to: 

    


    
      	
              Northern
                Empire Bancshares

            
	 	 
	
              By:

            	
              /s/
                Dennis R. Hunter

            
	
              Name:

            	
              Dennis
                R. Hunter

            
	
              Its:

            	
              Chairman
                of the Board 

            


    

    


    Dated: