Exhibit 10.(b)


    
      

    

    Exhibit
      10 (b)

    


    SONOMA
      NATIONAL BANK

    


    AMENDED
      EXECUTIVE SALARY CONTINUATION AGREEMENT

    


    This
      Agreement is made and entered into as of February 14, 2006 (the “Effective
      Date”) by and between Sonoma National Bank, a national banking association, (the
      "Bank"), and Deborah A. Meekins, (the "Executive"). 

    


    WITNESSETH:

    


    WHEREAS,
      the
      Bank
      employs the Executive to serve as its President and Chief Executive
      Officer;

    


    WHEREAS,
      the Bank
      and the Executive entered into an Executive Salary Continuation Agreement (“the
      Agreement”), effective July 27, 1993, providing for certain benefits to the
      Executive upon her death, disability or retirement;

    


    WHEREAS,
      as of
      the Effective Date, the parties desire to make certain amendments and changes
      to
      the Agreement to clarify their original intent and to provide and set forth
      in
      one document, to be effective upon the date set forth below until termination
      of
      this Amended Agreement, those benefits herein specified to be provided to the
      Executive upon her death, disability or retirement;

    


    WHEREAS,
      the
      parties continue to agree that the Executive's experience, knowledge of the
      affairs of the Bank, reputation and contacts in the industry are so valuable
      that assurance of her continued service is essential for the future growth
      and
      profits of the Bank, and it is in the best interest of the Bank to arrange
      terms
      of continued employment for the Executive so as to reasonably assure her
      remaining in the Bank’s employment during her lifetime or until the age of
      retirement;

    


    WHEREAS,
      the
      Bank
      desires that the Executive's services be retained as herein provided,
      and

    


    WHEREAS,
      the
      Executive will continue in the employ of the Bank provided the Bank agrees
      to
      pay her or her beneficiary certain benefits in accordance with the terms and
      conditions hereinafter set forth;

    


    WHEREAS,
      this
      Amended Agreement is not part of any salary reduction plan or nonqualified
      deferred compensation plan under Section 409A of the Code and the Executive
      has
      no option to elect to accelerate or defer the payment of any benefit provided
      hereunder. 

    


    NOW,
      THEREFORE, in
      consideration of the services to be performed in the future as well as the
      mutual promises and covenants herein contained, it is agreed as
      follows:

    


    


    ARTICLE
      1

    Definitions

    


    1.1    “Bank”
      shall mean Sonoma National Bank, a wholly owned subsidiary of Northern Empire
      Bancshares (the “Company”), or any successors thereto.

    


    1.2     “Beneficiary”
      shall mean the person or persons designated in writing by Executive to receive
      the benefits provided hereunder in the event of her death. Such designation
      shall be valid only if made on a form provided by the Bank, and the Bank
      receives the form prior to the Executive's death.

    


    1.3     “Cause”
      shall mean a failure by Executive to conform with high standards of diligence,
      competence, skill, judgment, and efficiency in the execution of her duties
      on
      behalf of the Bank; provided, however, that Executive shall be entitled to
      thirty (30) days written notice and opportunity to cure prior to any termination
      for Cause. In addition, for purposes of this Amended Agreement, "Cause" shall
      include dishonesty, fraud, conviction or plea of nolo contender to a felony
      or
      of a crime involving moral turpitude, willful destruction, or theft of Bank
      property, willful malfeasance or gross negligence by the Executive in the
      performance of her duties.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.4     “Change
      in Control” shall mean the occurrence of any of the following events:
      (a) any
      reorganization (as defined in Section 181 of the California Corporations Code),
      merger or consolidation of the Bank in which the Bank is not the surviving
      organization; (b) any
      reorganization (as defined in Section 181 of the California Corporations Code),
      merger or consolidation of the Company in which the Company is not the surviving
      organization; (c) any
      sale,
      lease, exchange, mortgage, pledge, transfer or other disposition (in one
      transaction or a series of transactions) of any assets of the Bank or of the
      Company, having an aggregate fair market value of fifty percent (50%) of the
      total value of the assets of the Bank or the Company and its consolidated
      subsidiaries, reflected in the most recent balance sheet of the Bank or the
      Company; or (d) any person (as such term used in Sections 13(d) and 14 (d)
      (2)
      of the Securities Exchange Act or 1934), other than the Company, becomes a
      beneficial owner directly or indirectly of securities of the Bank representing
      twenty-five percent (25%) of the combined voting power of the Bank's
      then-outstanding securities.

    


    1.5    “Code”
      shall mean the Internal Revenue Code of 1986, as amended.

    


    1.6     “Disability”
      shall mean any disability that would meet the definition of a permissible
      payment event pursuant to Section 409A(2)(C) of the Code.

    


    1.7    “Retirement”
      shall mean any termination of employment (other than for Cause) that occurs
      after Executive has attained Retirement Age. “Retirement Age” shall be age
      fifty-five (55).

    


    ARTICLE
      2

    Conditions
      to Receipt Benefits

    


    2.1    Minimum
      Service Requirement.
      Executive shall be eligible to receive benefits under this Amended Agreement
      after thirteen (13) years of service with the Bank, with such service credited
      from January 1, 1993 (i.e.,
      as of
      January 1, 2006).

    


    2.2    Distribution
      Schedule.
      Distributions under this Amended Agreement shall be in accordance with the
      schedule described herein for the applicable distribution event. Executive
      shall
      have no discretion to accelerate or defer any of the scheduled payments other
      than in accordance with Section 409A of the Code and its applicable
      regulations.

    


    2.3    Maximum
      Benefit.
      The
      maximum benefit payable under this Amended Agreement shall be One Million Five
      Hundred Thousand Dollars ($1,500,000). 

    


    2.4    Payment
      Period.
      Except
      as otherwise indicated below, payments in accordance with this Amended Agreement
      shall be made monthly for a period of fifteen (15) years (one hundred eighty
      (180) months).

    


    ARTICLE
      3

    Retirement

    


    3.1    Retirement.
      Beginning no later than March 15 of the year immediately following her
      Retirement from the Bank, Executive shall be entitled to receive the annual
      sum
      of One Hundred Thousand Dollars ($100,000) for the duration of the Payment
      Period, payable in equal monthly installments. 

    


    3.2    Early
      Retirement.
      In the
      event Executive retires from employment with the Bank after achieving the
      Minimum Service Requirement but prior to reaching Retirement Age, she shall
      be
      entitled to receive annual payments during the Payment Period as
      follows:

    


    
      	
              13
                years of service:

            	 	
              $

            	
              81,264

            	 
	
              14

            	 	
              $

            	
              89,775

            	 
	
              15
                and thereafter

            	 	
              $

            	
              100,000

            	 


    

    


    Notwithstanding
      the date of early retirement, the Payment Period shall begin no later than
      March
      15 of the year immediately following the year in which Executive reaches
      Retirement Age.

    


    3.3    Death
      After Retirement.
      If the
      Executive dies after Retirement but prior to receiving the full amount of
      monthly payments to which she is entitled under this Article 3, the Bank will
      continue to make such monthly payments to her Beneficiary.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      4

    Death
      or Disability

    


    4.1    Death
      Prior to Retirement.
      In the
      event that the Executive should die while actively employed by the Bank at
      any
      time after Effective Date, the Bank will pay the annual sum of One Hundred
      Thousand dollars ($100,000) to the Beneficiary for the duration of the Payment
      Period. The Payment Period shall commence no later than six (6) months after
      the
      date of death.

    


    4.2    Disability.
      In the
      event that Executive employment is terminated as a result of Disability prior
      to
      attaining Retirement Age, her benefits shall be calculated in accordance with
      Section 3.2 above; provided, however, that regardless of Executive’s age at the
      time the disability, the Payment Period shall begin no later than March 15
      of
      the year immediately following her termination.

     

    ARTICLE
      5

    Termination
      other than for Retirement

    


    5.1    Termination
      for Cause.
      If the
      Executive is Terminated for Cause prior to Retirement, then she shall be
      entitled to the benefits payable with respect to early retirement under Section
      3.2 above; provided, however, that the Payment Period shall be for one year
      (12
      months) only.

    


    5.2    Vesting
      on a Change in Control.
      Notwithstanding anything to the contrary contained herein, in the event of
      a
      Change in Control, the early benefits schedule described in 3.2 above shall
      become fully vested and annual benefits payable as a result of any termination
      hereunder (including for early retirement, Disability and Cause) shall be
      $100,000, subject to the applicable Payment Period and timing conditions
      described herein. If such vesting results in any payment that would be an
“Excess Parachute Payment” under Section 280G of the Code, the Bank shall take
      whatever steps are necessary to ensure that Executive receives the full benefit
      to which she is entitled hereunder, including (by way of example only),
      extending the Payment Period and/or grossing up the payment to cover any
      additional excise taxes.

    


    ARTICLE
      6

    Miscellaneous

    


    6.1    Funding
      of Amended Agreement.
      The
      Bank may, but is not required to, voluntarily invest in a life insurance policy,
      insuring the life of the Executive, to help fulfill its obligations to pay
      benefits to the Beneficiary of Executive pursuant to this Amended Agreement.
      The
      specified benefits are payable to the Executive or her beneficiaries pursuant
      to
      the terms of this Amended Agreement, whether or not such life insurance is
      purchased by or payable to the Bank. In the event the Bank purchases life
      insurance, insuring the life of the Executive, the cash surrender value of
      such
      life insurance shall belong to and be a general asset of the Bank.

    


    6.2     Termination
      or Modification.
      This
      Amended Agreement is the entire agreement between the parties on this subject
      matter and may not be modified or abrogated orally or by course of dealing,
      but
      only by another instrument in writing duly executed by the parties.


    


    6.2     Prohibition
      Against Assignment by Executive.
      Neither
      Executive nor her Beneficiary shall have the right to assign the benefits
      payable under this Amended Agreement without the written permission of the
      Bank.

    


    6.3    Governing
      Law.
      This
      Agreement shall be governed and construed in accordance with the laws of the
      state of California, without regard to any applicable conflicts of law
      rules.

    


    6.4    Titles
      and Headings.
      The
      titles, captions and headings of this Agreement are included for ease of
      reference only and will be disregarded in interpreting or construing this
      Agreement. 

    


    6.5    Counterparts.
      This
      Agreement may be executed in counterparts, each of which will be deemed an
      original, but all of which together will constitute one and the same
      instrument.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6.6    Compliance
      with Section 409A of the Code .
      This
      Agreement is intended to constitute an enforceable contract for the payment
      of
      certain retirement and death benefits. This
      Amended Agreement is not intended to be a funded pension plan under the Employee
      Retirement Income Security Act of 1974, nor is it intended to
      constitute a "nonqualified deferred compensation plan" within the meaning of
      Section 409A of the Code. Notwithstanding the foregoing, in the event this
      Agreement and/or any benefit paid to the Employee hereunder is deemed to be
      subject to Section 409A of the Code, this Agreement shall be amended as
      reasonably necessary to bring this Agreement and/or any such benefit into
      compliance with Section 409A of the Code, without reducing the amounts of any
      benefits due to the Employee hereunder.

    


    6.7    Participation
      in Other Plans.
      Nothing
      contained in this Agreement shall be construed to alter, abridge or in any
      manner affect the rights and privileges of the Executive to participate in
      and
      be covered by any pension, profit sharing, group insurance, bonus or similar
      employee plans which the Bank may now or hereafter have.

    


    6.8    Not
      a
      Contract of Employment.
      This
      Agreement shall not be deemed to constitute a contract of employment between
      the
      parties hereto, nor shall any provision hereof restrict the right of the Bank
      to
      discharge the Executive, or restrict the right of the Executive to terminate
      her
      employment.

    


    IN
      WITNESS WHEREOF, the
      Bank
      has caused this to be duly executed by its Chairman of the Board and its
      corporate seal affixed, duly attested by its Secretary, and the Executive has
      hereunto set her hand at Santa Rosa, California. 

     

    


    
      	
              EXECUTIVE:

            	 	
              SONOMA
                NATIONAL BANK 

            	 
	 	 	 	 
	
              /s/
                Deborah A. Meekins

            	 	
              /s/
                James B. Keegan, Jr.

            	 
	
              DEBORAH
                A. MEEKINS

            	 	
              By:
                James B. Keegan, Jr.

            	 
	 	 	
              Title:
                Chairman of the Board