Exhibit (10) (d)
AMENDMENT NO. 1 TO
INDEMNIFICATION AGREEMENT
NORTHERN EMPIRE BANCSHARES
Recital
-------
This Amendment No. 1 to the Indemnification Agreement (the
"Agreement") dated May 14, 1996 between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
("Indemnitee"), and Northern Empire Bancshares, a California corporation
(the "Company"), is made as of the 27th day of September, 2005, for the
purpose of clarifying Paragraph 7 of the Agreement regarding the laws
and/or regulations that limit the Company's ability to indemnify
Indemnitee.
Agreement
---------
1. Amendment to Paragraph 7 of Indemnification Agreement.
------------------------------------------------------
Paragraph 7 of the Agreement is hereby amended by the addition of a
new Subsection (b) to read in its entirety as follows:
(b) Applicable Law. To indemnify Indemnitee for expenses, penalties
---------------
or other payments, or for any other amounts, in violation of
applicable banking laws or regulations including, but not limited to,
▇▇▇▇▇▇▇ ▇▇ ▇.▇.▇. ▇▇▇▇(▇) of the Federal Deposit Insurance Act, the
regulations of the Federal Deposit Insurance Corporation thereunder,
or the regulations of the Office of the Comptroller of the Currency,
as now or hereafter in effect."
2. Renumbering of Subsections.
---------------------------
Subsections (b), (c), (d) and (e) of Paragraph 7 of the Agreement
are hereby renumbered as Subsections (c), (d), (e) and (f), respectively.
Authorized Signatures
---------------------
In order to bind the parties to this Amendment No. 1 to this
Agreement, their duly authorized representatives have signed their names
below on the dates indicated.
Northern Empire Bancshares Date Executed: 9/27/05
---------
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
AGREED TO AND ACCEPTED:
INDEMNITEE ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Date Executed: 9/27/05
----------
Signature /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
