Ehibit 10.17
                             REDWOOD EMPIRE BANCORP

                            10,000 Capital Securities


                     Fixed/Floating Rate Capital Securities
               (Liquidation Amount $1,000.00 per Capital Security)


                               PLACEMENT AGREEMENT

                              --------------------

                                                                   July 17, 2003


FTN Financial Capital Markets
845 Crossover Lane, Suite 150
Memphis, Tennessee  38117

Keefe, Bruyette & Woods, Inc.
787 7th Avenue
4th Floor
New York, New York  10019

Ladies and Gentlemen:

     Redwood Empire Bancorp, a California  corporation (the "Company"),  and its
financing subsidiary,  Redwood Statutory Trust II, a Connecticut statutory trust
(the "Trust," and hereinafter together with the Company, the "Offerors"), hereby
confirm their agreement  (this  "Agreement")  with you as placement  agents (the
"Placement Agents"), as follows:

Section 1. Issuance and Sale of Securities.

     1.1.  Introduction.  The Offerors  propose to issue and sell at the Closing
(as defined in Section 2.3.1 hereof) 10,000 of the Trust's  Fixed/Floating  Rate
Capital Securities,  with a liquidation amount of $1,000.00 per capital security
(the "Capital  Securities"),  to First Tennessee Bank National  Association (the
"Purchaser") pursuant to the terms of a Subscription  Agreement entered into, or
to be entered into on or prior to the Closing Date (as defined in Section  2.3.1
hereof), between the Offerors and the Purchaser (the "Subscription  Agreement"),
the form of which is  attached  hereto as Exhibit A and  incorporated  herein by
this reference.

     1.2.  Operative  Agreements.  The  Capital  Securities  shall be fully  and
unconditionally  guaranteed on a subordinated  basis by the Company with respect
to distributions and amounts payable upon  liquidation,  redemption or repayment
(the  "Guarantee")   pursuant  and  subject  to  the  Guarantee  Agreement  (the
"Guarantee  Agreement"),  to be dated as of the Closing  Date and  executed  and
delivered by the Company and U.S. Bank National  Association  ("U.S.  Bank"), as
trustee  (the  "Guarantee  Trustee"),  for the benefit  from time to time of the
holders of the  Capital  Securities.  The entire  proceeds  from the sale by the
Trust to the holders of the Capital Securities shall be combined with the entire
proceeds from the sale by the Trust to the Company of its common securities (the
"Common Securities"),  and shall be used by the Trust to purchase $10,310,000.00
in principal amount of the Fixed/Floating Rate Junior


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Subordinated  Deferrable  Interest Debentures (the "Debentures") of the Company.
The Capital  Securities and the Common  Securities for the Trust shall be issued
pursuant to an Amended and Restated  Declaration  of Trust among U.S.  Bank,  as
institutional  trustee (the "Institutional  Trustee"),  the Administrators named
therein,  and  the  Company,  to  be  dated  as  of  the  Closing  Date  and  in
substantially the form heretofore  delivered to the Placement Agents (the "Trust
Agreement").  The  Debentures  shall be issued  pursuant  to an  Indenture  (the
"Indenture"),  to be dated as of the Closing Date,  between the Company and U.S.
Bank, as indenture trustee (the "Indenture  Trustee").  The documents identified
in this Section 1.2 and in Section 1.1 are referred to herein as the  "Operative
Documents."

     1.3. Rights of Purchaser.  The Capital Securities shall be offered and sold
by the  Trust  directly  to the  Purchaser  without  registration  of any of the
Capital Securities,  the Debentures or the Guarantee under the Securities Act of
1933, as amended (the "Securities Act"), or any other applicable securities laws
in reliance upon exemptions from the registration requirements of the Securities
Act and other applicable securities laws. The Offerors agree that this Agreement
shall be  incorporated  by reference  into the  Subscription  Agreement  and the
Purchaser shall be entitled to each of the benefits of the Placement  Agents and
the Purchaser under this Agreement and shall be entitled to enforce  obligations
of the Offerors  under this  Agreement as fully as if the Purchaser were a party
to this Agreement.  The Offerors and the Placement Agents have entered into this
Agreement to set forth their  understanding  as to their  relationship and their
respective rights, duties and obligations.

     1.4. Legends.  Upon original  issuance thereof,  and until such time as the
same is no longer  required under the applicable  requirements of the Securities
Act, the Capital  Securities  and Debentures  certificates  shall each contain a
legend as required pursuant to any of the Operative Documents.

Section 2. Purchase of Capital Securities.

     2.1.  Exclusive  Rights;  Purchase  Price.  From the date hereof  until the
Closing Date (which date may be extended by mutual agreement of the Offerors and
the Placement  Agents),  the Offerors  hereby grant to the Placement  Agents the
exclusive  right  to  arrange  for the  sale of the  Capital  Securities  to the
Purchaser at a purchase price of $1,000.00 per Capital Security.

     2.2.  Subscription  Agreement.  The Offerors hereby agree to evidence their
acceptance of the  subscription  by  countersigning  a copy of the  Subscription
Agreement and returning the same to the Placement Agents.

     2.3. Closing and Delivery of Payment.

          2.3.1.  Closing;  Closing  Date.  The sale and purchase of the Capital
Securities by the Offerors to the  Purchaser  shall take place at a closing (the
"Closing")  at the offices of Lewis,  Rice & Fingersh,  L.C., at 10:00 a.m. (St.
Louis time) on July 22, 2003,  or such other  business day as may be agreed upon
by the  Offerors  and the  Placement  Agents  (the  "Closing  Date");  provided,
however,  that in no event shall the Closing Date occur later than July 25, 2003
unless consented to by the Purchaser.  Payment by the Purchaser shall be payable
in the manner set forth in the Subscription Agreement and shall be made prior to
or on the Closing Date.

          2.3.2.  Delivery.  The certificate for the Capital Securities shall be
in definitive form, registered in the name of the Purchaser and in the aggregate
amount of the Capital Securities purchased by the Purchaser.

          2.3.3.  Transfer  Agent.  The Offerors  shall deposit the  certificate
representing  the Capital  Securities  with the  Institutional  Trustee or other
appropriate party prior to the Closing Date.



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     2.4. Placement Agents' Fees and Expenses.

          2.4.1.  Placement Agents' Compensation.  Because the proceeds from the
sale of sale of the Capital  Securities shall be used to purchase the Debentures
from the  Company,  the  Company  shall  pay an  aggregate  of  $22.50  for each
$1,000.00 of principal  amount of Debentures  sold to the Trust  (excluding  the
Debentures related to the Common Securities  purchased by the Company).  Of this
amount,  $11.25 for each  $1,000.00 of principal  amount of Debentures  shall be
payable to FTN  Financial  Capital  Markets  and $11.25  for each  $1,000.00  of
principal amount of Debentures shall be payable to Keefe, Bruyette & Woods, Inc.
Such amount shall be delivered to the Trustee or such other person designated by
the Placement Agents on the Closing Date and shall be allocated between and paid
to the respective Placement Agents as directed by the Placement Agents.

          2.4.2. Costs and Expenses. Whether or not this Agreement is terminated
or the  sale of the  Capital  Securities  is  consummated,  the  Company  hereby
covenants  and  agrees  that it shall  pay or cause to be paid  (directly  or by
reimbursement)  all reasonable costs and expenses incident to the performance of
the  obligations  of the  Offerors  under this  Agreement,  including  all fees,
expenses and  disbursements  of counsel and  accountants  for the Offerors;  all
reasonable  expenses  incurred  by the  Offerors  incident  to the  preparation,
execution and delivery of the Trust Agreement, the Indenture, and the Guarantee;
and all other reasonable  costs and expenses  incident to the performance of the
obligations of the Company hereunder and under the Trust Agreement.

     2.5. Failure to Close. If any of the conditions to the Closing specified in
this  Agreement  shall  not  have  been  fulfilled  to the  satisfaction  of the
Placement  Agents or if the Closing  shall not have  occurred on or before 10:00
a.m. (St. Louis time) on July 25, 2003, then each party hereto,  notwithstanding
anything  to the  contrary in this  Agreement,  shall be relieved of all further
obligations  under this Agreement without thereby waiving any rights it may have
by  reason  of such  nonfulfillment  or  failure;  provided,  however,  that the
obligations  of the  parties  under  Sections  2.4.2,  7.5 and 9 shall not be so
relieved and shall continue in full force and effect.

Section  3.  Closing  Conditions.  The  obligations  of the  Purchaser  and  the
Placement Agents on the Closing Date shall be subject to the accuracy, at and as
of the Closing  Date,  of the  representations  and  warranties  of the Offerors
contained in this Agreement,  to the accuracy, at and as of the Closing Date, of
the  statements  of the  Offerors  made  in any  certificates  pursuant  to this
Agreement,  to the performance by the Offerors of their  respective  obligations
under this  Agreement,  to  compliance,  at and as of the Closing  Date,  by the
Offerors with their respective agreements herein contained, and to the following
further conditions:

     3.1.  Opinions of Counsel.  On the Closing Date, the Placement Agents shall
have received the  following  favorable  opinions,  each dated as of the Closing
Date:  (a) from Carle,  Mackie,  Power & Ross LLP,  counsel for the Offerors and
addressed to the Purchaser and the Placement  Agents in  substantially  the form
set  forth on  Exhibit  B-1  attached  hereto  and  incorporated  herein by this
reference,  (b) from Shipman & Goodwin LLP, special  Connecticut  counsel to the
Offerors and addressed to the Purchaser,  the Placement Agents and the Offerors,
in  substantially  the form  set  forth  on  Exhibit  B-2  attached  hereto  and
incorporated herein by this reference and (c) from Lewis, Rice & Fingersh, L.C.,
special tax counsel to the Offerors,  and addressed to the Placement  Agents and
the Offerors, in substantially the form set forth on Exhibit B-3 attached hereto
and incorporated herein by this reference, subject to the receipt by Lewis, Rice
&  Fingersh,  L.C. of a  representation  letter from the Company in the form set
forth in Exhibit B-3  completed in a manner  reasonably  satisfactory  to Lewis,
Rice & Fingersh,  L.C.  (collectively,  the "Offerors'  Counsel  Opinions").  In
rendering the Offerors' Counsel Opinions, counsel to the Offerors may rely as to
factual  matters upon  certificates  or other  documents  furnished by officers,
directors  and trustees of the  Offerors  (copies of which shall be delivered to
the Placement Agents


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and the Purchaser) and by government officials, and upon such other documents as
counsel to the Offerors may, in their reasonable opinion,  deem appropriate as a
basis for the Offerors'  Counsel  Opinions.  Counsel to the Offerors may specify
the  jurisdictions  in which they are admitted to practice and that they are not
admitted to practice in any other jurisdiction and are not experts in the law of
any other jurisdiction.  If the Offerors' counsel is not admitted to practice in
the State of New York, the opinion of Offerors' counsel may assume, for purposes
of the  opinion,  that  the laws of the  State  of New  York  are  substantively
identical,  in all respects material to the opinion, to the internal laws of the
state in which such  counsel is admitted to  practice.  Such  Offerors'  Counsel
Opinions  shall not state that they are to be governed or qualified  by, or that
they are otherwise  subject to, any treatise,  written  policy or other document
relating to legal opinions,  including,  without  limitation,  the Legal Opinion
Accord of the ABA Section of Business Law (1991).

     3.2.  Officer's  Certificate.  At the Closing  Date,  the Purchaser and the
Placement  Agents  shall have  received  certificates  from the Chief  Executive
Officer of the  Company,  dated as of the  Closing  Date,  stating  that (i) the
representations and warranties of the Offerors set forth in Section 5 hereof are
true and correct as of the Closing Date and that the Offerors have complied with
all  agreements  and satisfied  all  conditions on their part to be performed or
satisfied at or prior to the Closing Date, (ii) since the date of this Agreement
the  Offerors  have  not  incurred  any  liability  or  obligation,   direct  or
contingent,  or  entered  into  any  material  transactions,  other  than in the
ordinary  course of  business,  which is  material  to the  Offerors,  and (iii)
covering such other matters as the Placement Agents may reasonably request.

     3.3.  Administrator's  Certificate.  At the Closing Date, the Purchaser and
the  Placement  Agents  shall  have  received  a  certificate  of  one  or  more
Administrators  of the Trust,  dated as of the Closing  Date,  stating  that the
representations  and warranties of the Trust set forth in Section 5 are true and
correct  as of the  Closing  Date and  that  the  Trust  has  complied  with all
agreements and satisfied all conditions on its part to be performed or satisfied
at or prior to the Closing Date.

     3.4. Purchase Permitted by Applicable Laws; Legal Investment.  The purchase
of and payment for the Capital  Securities  as described in this  Agreement  and
pursuant  to the  Subscription  Agreement  shall  (a) not be  prohibited  by any
applicable law or governmental regulation,  (b) not subject the Purchaser or the
Placement Agents to any penalty or, in the reasonable  judgment of the Purchaser
and the  Placement  Agents,  other onerous  conditions  under or pursuant to any
applicable law or governmental regulation,  and (c) be permitted by the laws and
regulations of the jurisdictions to which the Purchaser and the Placement Agents
are subject.

     3.5.  Consents and Permits.  The Company and the Trust shall have  received
all consents,  permits and other  authorizations,  and made all such filings and
declarations,  as may be required from any person or entity pursuant to any law,
statute,  regulation or rule (federal, state, local and foreign), or pursuant to
any  agreement,  order or decree to which the Company or the Trust is a party or
to which either is subject, in connection with the transactions  contemplated by
this Agreement.

     3.6. Information.  Prior to or on the Closing Date, the Offerors shall have
furnished  to the  Placement  Agents  such  further  information,  certificates,
opinions and documents  addressed to the  Purchaser  and the  Placement  Agents,
which  the  Placement  Agents  may  reasonably   request,   including,   without
limitation,  a complete set of the Operative Documents or any other documents or
certificates  required  by this  Section  3;  and all  proceedings  taken by the
Offerors  in  connection  with  the  issuance,  offer  and  sale of the  Capital
Securities as herein  contemplated shall be reasonably  satisfactory in form and
substance to the Placement Agents.

     If any condition  specified in this Section 3 shall not have been fulfilled
when  and  as  required  in  this  Agreement,  or if  any  of  the  opinions  or
certificates  mentioned  above  or  elsewhere  in this  Agreement  shall  not be
reasonably  satisfactory  in form and  substance to the Placement  Agents,  this
Agreement may

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be terminated  by the Placement  Agents by notice to the Offerors at any time at
or prior to the Closing Date.  Notice of such termination  shall be given to the
Offerors in writing or by telephone or facsimile confirmed in writing.

Section 4.  Conditions  to the Offerors'  Obligations.  The  obligations  of the
Offerors to sell the Capital  Securities  to the Purchaser  and  consummate  the
transactions contemplated by this Agreement shall be subject to the accuracy, at
and  as of the  Closing  Date,  of the  representations  and  warranties  of the
Placement  Agents  contained  in this  Agreement  and to the  following  further
conditions:

     4.1. Executed  Agreement.   The  Offerors  shall  have  received  from  the
Placement Agents an executed copy of this Agreement.

     4.2. Fulfillment  of Other  Obligations.  The  Placement  Agents shall have
fulfilled  all of their other  obligations  and duties  required to be fulfilled
under this Agreement prior to or at the Closing.

Section 5.  Representations and Warranties of the Offerors.  Except as set forth
on the Disclosure Schedule (as defined in Section 11.1) attached hereto, if any,
the Offerors jointly and severally represent and warrant to the Placement Agents
and the Purchaser as of the date hereof and as of the Closing Date as follows:

     5.1. Securities Law Matters.

          (a)  Neither the Company nor the Trust, nor any of their  "Affiliates"
(as defined in Rule 501(b) of Regulation D under the Securities Act ("Regulation
D")), nor any person acting on any of their behalf has,  directly or indirectly,
made offers or sales of any security,  or solicited  offers to buy any security,
under circumstances that would require the registration under the Securities Act
of any of the Capital Securities, the Guarantee or the Debentures (collectively,
the  "Securities") or any other securities to be issued, or which may be issued,
by the Purchaser.

          (b)  Neither the Company nor the Trust,  nor any of their  Affiliates,
nor any person  acting on its or their  behalf has (i) other than the  Placement
Agents, offered for sale or solicited offers to purchase the Securities, or (ii)
engaged in any form of offering,  general  solicitation  or general  advertising
(within the meaning of Regulation D) in connection with any offer or sale of any
of the Securities.

          (c)  The  Securities  satisfy  the  eligibility  requirements  of Rule
144A(d)(3) under the Securities Act.

          (d)  Neither the Company nor the Trust is or, after  giving  effect to
the  offering and sale of the Capital  Securities  and the  consummation  of the
transactions described in this Agreement,  will be an "investment company" or an
entity "controlled" by an "investment  company," in each case within the meaning
of  Section  3(a)  of the  Investment  Company  Act of  1940,  as  amended  (the
"Investment  Company  Act")  without  regard to Section  3(c) of the  Investment
Company Act.

          (e)  Neither  the  Company  nor the Trust has paid or agreed to pay to
any person or entity  (other than the  Placement  Agents) any  compensation  for
soliciting another to purchase any of the Securities.

     5.2. Organization,  Standing and  Qualification of the Trust. The Trust has
been duly created and is validly  existing in good standing as a statutory trust
under the Connecticut  Statutory Trust Act (the "Statutory  Trust Act") with the
power and authority to own property and to conduct the business it transacts and
proposes to transact  and to enter into and  perform its  obligations  under the
Operative  Documents.  The Trust is duly  qualified  to  transact  business as a
foreign  entity  and is in good  standing  in


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each  jurisdiction in which such  qualification  is necessary,  except where the
failure to so qualify or be in good standing  would not have a material  adverse
effect  on the  Trust.  The  Trust is not a party to or  otherwise  bound by any
agreement  other  than the  Operative  Documents.  The Trust is and will,  under
current law, be  classified  for federal  income tax purposes as a grantor trust
and not as an association taxable as a corporation.

     5.3. Trust  Agreement.  The Trust Agreement has been duly authorized by the
Company and, on the Closing Date,  will have been duly executed and delivered by
the  Company  and  the   Administrators   of  the  Trust,   and,   assuming  due
authorization,  execution and delivery by the Institutional  Trustee,  will be a
valid and binding obligation of the Company and such Administrators, enforceable
against them in accordance with its terms, subject to (a) applicable bankruptcy,
insolvency, moratorium, receivership, reorganization, liquidation and other laws
relating to or affecting creditors' rights generally, and (b) general principles
of equity  (regardless  of whether  considered  and applied in a  proceeding  in
equity or at law) ("Bankruptcy and Equity").  Each of the  Administrators of the
Trust is an employee or a director of the Company or of a financial  institution
subsidiary of the Company and has been duly authorized by the Company to execute
and deliver the Trust Agreement.

     5.4. Guarantee  Agreement and the Indenture.  Each of the Guarantee and the
Indenture has been duly  authorized by the Company and, on the Closing Date will
have  been duly  executed  and  delivered  by the  Company,  and,  assuming  due
authorization,  execution and delivery by the Guarantee Trustee,  in the case of
the Guarantee, and by the Indenture Trustee, in the case of the Indenture,  will
be a valid and  binding  obligation  of the  Company  enforceable  against it in
accordance with its terms, subject to Bankruptcy and Equity.

     5.5. Capital Securities and Common  Securities.  The Capital Securities and
the Common Securities have been duly authorized by the Trust Agreement and, when
issued  and  delivered  against  payment  therefor  on the  Closing  Date to the
Purchaser,  in the case of the Capital  Securities,  and to the Company,  in the
case of the Common  Securities,  will be validly issued and represent  undivided
beneficial  interests in the assets of the Trust. None of the Capital Securities
or the Common  Securities is subject to preemptive or other similar  rights.  On
the Closing Date, all of the issued and  outstanding  Common  Securities will be
directly owned by the Company free and clear of any pledge,  security  interest,
claim, lien or other encumbrance.

     5.6. Debentures.  The Debentures  have been duly  authorized by the Company
and, at the Closing  Date,  will have been duly  executed  and  delivered to the
Indenture Trustee for authentication in accordance with the Indenture, and, when
authenticated in the manner provided for in the Indenture and delivered  against
payment therefor by the Trust, will constitute valid and binding  obligations of
the Company  entitled to the benefits of the Indenture  enforceable  against the
Company in accordance with their terms, subject to Bankruptcy and Equity.

     5.7. Power and Authority. This Agreement has been duly authorized, executed
and delivered by the Company and the Trust and constitutes the valid and binding
obligation of the Company and the Trust, enforceable against the Company and the
Trust in accordance with its terms, subject to Bankruptcy and Equity.

     5.8. No Defaults.  The Trust is not in violation of the Trust Agreement or,
to the knowledge of the  Administrators,  any  provision of the Statutory  Trust
Act. The execution, delivery and performance by the Company or the Trust of this
Agreement  or  the  Operative  Documents  to  which  it  is  a  party,  and  the
consummation of the transactions  contemplated  herein or therein and the use of
the proceeds  therefrom,  will not conflict with or constitute a breach of, or a
default  under,  or result in the creation or imposition of any lien,  charge or
other  encumbrance  upon any property or assets of the Trust, the Company or any
of the Company's  Subsidiaries  (as defined in Section 5.11 hereof)  pursuant to
any  contract,  indenture,


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mortgage,  loan agreement,  note,  lease or other instrument to which the Trust,
the Company or any of its  Subsidiaries is a party or by which it or any of them
may be  bound,  or to which  any of the  property  or  assets  of any of them is
subject,  except for a conflict,  breach,  default,  lien, charge or encumbrance
which could not,  singly or in the  aggregate,  reasonably be expected to have a
Material  Adverse  Effect nor will such action  result in any  violation  of the
Trust  Agreement or the  Statutory  Trust Act or require the consent,  approval,
authorization  or order of any court or  governmental  agency  or body.  As used
herein,  the term "Material  Adverse  Effect" means any one or more effects that
individually  or in the  aggregate  are  material  and adverse to the  Offeror's
ability to consummate the transactions  contemplated  herein or in the Operative
Documents or any one or more effects that  individually  or in the aggregate are
material  and  adverse to the  condition  (financial  or  otherwise),  earnings,
affairs,  business,  prospects or results of  operations  of the Company and its
Subsidiaries taken as whole,  whether or not occurring in the ordinary course of
business.

     5.9. Organization,  Standing and Qualification of the Company.  The Company
as been duly  incorporated  and is validly  existing  as a  corporation  in good
standing under the laws of California,  with all requisite  corporate  power and
authority  to own its  properties  and conduct the  business  it  transacts  and
proposes to transact,  and is duly qualified to transact business and is in good
standing as a foreign  corporation in each jurisdiction  where the nature of its
activities requires such qualification,  except where the failure of the Company
to be so  qualified  would  not,  singly or in the  aggregate,  have a  Material
Adverse Effect.

     5.10. Subsidiaries  of  the  Company. Each  of  the  Company's  significant
subsidiaries  (as defined in Section 1-02(w) of Regulation S-X to the Securities
Act (the "Significant Subsidiaries")) is listed in Exhibit C attached hereto and
incorporated herein by this reference. Each Significant Subsidiary has been duly
organized  and is validly  existing and in good  standing  under the laws of the
jurisdiction in which it is chartered or organized, with all requisite power and
authority  to own its  properties  and conduct the  business  it  transacts  and
proposes to transact,  and is duly qualified to transact business and is in good
standing  as a foreign  entity  in each  jurisdiction  where  the  nature of its
activities  requires  such  qualification,  except where the failure of any such
Significant Subsidiary to be so qualified would not, singly or in the aggregate,
have a Material  Adverse  Effect.  All of the issued and  outstanding  shares of
capital stock of the Significant  Subsidiaries (a) have been duly authorized and
are validly  issued,  (b) are fully paid and  nonassessable,  and (c) are wholly
owned,  directly or  indirectly,  by the Company  free and clear of any security
interest,  mortgage,  pledge,  lien,  encumbrance,  restriction  upon  voting or
transfer, preemptive rights, claim, equity or other defect.

     5.11. Permits. The  Company  and each of its  subsidiaries  (as  defined in
Section  1-02(x) of Regulation S-X to the Securities  Act) (the  "Subsidiaries")
have all  requisite  power  and  authority,  and all  necessary  authorizations,
approvals, orders, licenses,  certificates and permits of and from regulatory or
governmental  officials,  bodies and tribunals, to own or lease their respective
properties and to conduct their  respective  businesses as now being  conducted,
except  such  authorizations,  approvals,  orders,  licenses,  certificates  and
permits  which,  if not obtained  and  maintained,  would not,  singly or in the
aggregate,  have a Material  Adverse Effect,  and neither the Company nor any of
its  Subsidiaries  has  received  any  notice  of  proceedings  relating  to the
revocation  or  modification  of any  such  authorizations,  approvals,  orders,
licenses,  certificates  or permits which,  singly or in the  aggregate,  if the
failure to be so licensed or approved is the subject of an unfavorable decision,
ruling or finding,  would,  singly or in the aggregate,  have a Material Adverse
Effect;  and the  Company  and  its  Subsidiaries  are in  compliance  with  all
applicable laws,  rules,  regulations and orders and consents,  the violation of
which would, singly or in the aggregate, have a Material Adverse Effect.

     5.12. Conflicts, Authorizations and Approvals.  Neither the Company nor any
of its Subsidiaries is in violation of its respective articles or certificate of
incorporation,  charter or by-laws or


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<PAGE>
similar organizational  documents or in default in the performance or observance
of any obligation,  agreement,  covenant or condition contained in any contract,
indenture,   mortgage,  loan  agreement,  note,  lease  or  other  agreement  or
instrument to which either the Company or any of its Subsidiaries is a party, or
by which it or any of them may be  bound  or to  which  any of the  property  or
assets of the Company or any of its Subsidiaries is subject, the effect of which
violation or default in performance or observance  would have,  singly or in the
aggregate, a Material Adverse Effect.

     5.13. Holding Company  Registration  and Deposit  Insurance. The Company is
 duly registered (i)as a bank holding company or financial holding company under
the Bank Holding  Company Act of 1956, as amended,  and the  regulations  of the
Board of Governors of the Federal Reserve System (the "Federal Reserve") or (ii)
as a savings and loan holding  company  under the Home Owners' Loan Act of 1933,
as amended, and the regulations of the Office of Thrift Supervision (the "OTS"),
and the deposit accounts of the Company's Subsidiary depository institutions are
insured by the Federal  Deposit  Insurance  Corporation  ("FDIC") to the fullest
extent  permitted  by law and the rules  and  regulations  of the  FDIC,  and no
proceedings for the termination of such insurance are pending or threatened.

     5.14. Financial Statements.

          (a)  The  consolidated  balance  sheets of the  Company and all of its
Subsidiaries  as of  December  31,  2002  and  December  31,  2001  and  related
consolidated income statements and statements of changes in shareholders' equity
for the 3 years ended December 31, 2002 together with the notes thereto, and the
consolidated  balance  sheets of the Company and all of its  Subsidiaries  as of
March 31, 2003 and the related  consolidated income statements and statements of
changes in shareholders'  equity for the 3 months then ended,  copies of each of
which have been  provided to the  Placement  Agents  (together,  the  "Financial
Statements"),   have  been  prepared  in  accordance  with  generally   accepted
accounting  principles applied on a consistent basis (except as may be disclosed
therein) and fairly present in all material respects the financial  position and
the results of operations and changes in shareholders' equity of the Company and
all of its Subsidiaries as of the dates and for the periods indicated  (subject,
in the case of  interim  financial  statements,  to  normal  recurring  year-end
adjustments,  none of which  shall be  material).  The books and  records of the
Company and all of its Subsidiaries have been, and are being,  maintained in all
material respects in accordance with generally  accepted  accounting  principles
and any other  applicable  legal and  accounting  requirements  and reflect only
actual transactions.

          (b)  The  information in the Company's most recently filed (i) FR Y-9C
filed with the Federal Reserve if the Company is a bank holding company, (ii) FR
Y-9SP  filed with the  Federal  Reserve if the  Company is a small bank  holding
company or (iii) H-(b)11 filed with the OTS if the Company is a savings and loan
holding company (the "Regulatory Report"),  previously provided to the Placement
Agents fairly  presents in all material  respects the financial  position of the
Company and,  where  applicable,  all of its  Subsidiaries  as of the end of the
period represented by such Regulatory Report.

          (c)  Since the  respective  dates of the Financial  Statements and the
Regulatory Report, there has been no material adverse change or development with
respect to the  financial  condition  or  earnings of the Company and all of its
Subsidiaries, taken as a whole.

          (d)  The  accountants  of the  Company  who  certified  the  Financial
Statements  are   independent   public   accountants  of  the  Company  and  its
Subsidiaries  within  the  meaning  of the  Securities  Act  and the  rules  and
regulations thereunder.

     5.15.  Exchange Act  Reporting.  The  reports  filed  with  the  Securities
and Exchange  Commission (the  "Commission") by the Company under the Securities
Exchange Act of 1934, as amended (the "1934 Act") and the regulations thereunder
at the time they  were  filed  with the  Commission  complied  as to form in all
material respects with the requirements of the 1934 Act and such reports did


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<PAGE>

not contain an untrue  statement of a material  fact or omit to state a material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances in which they were made, not misleading.

     5.16. Regulatory  Enforcement  Matters. Neither  the Company nor any of its
Subsidiaries  is  subject or is party to, or has  received  any notice or advice
that any of them may become subject or party to, any investigation  with respect
to, any  cease-and-desist  order,  agreement,  consent agreement,  memorandum of
understanding or other regulatory  enforcement action,  proceeding or order with
or by, or is a party to any commitment  letter or similar  undertaking to, or is
subject to any  directive  by, or has been since January 1, 2000, a recipient of
any  supervisory  letter from, or since  January 1, 2000,  has adopted any board
resolutions  at the request of, any  Regulatory  Agency (as defined  below) that
currently  restricts  in any material  respect the conduct of their  business or
that in any material  manner  relates to their  capital  adequacy,  their credit
policies,  their ability or authority to pay dividends or make  distributions to
their  shareholders  or make  payments  of  principal  or interest on their debt
obligations,   their   management  or  their   business   (each,  a  "Regulatory
Agreement"),  nor has the Company or any of its Subsidiaries  been advised since
January 1, 2000,  by any  Regulatory  Agency that it is  considering  issuing or
requesting  any  such  Regulatory  Agreement.  There is no  material  unresolved
violation,  criticism or exception by any Regulatory  Agency with respect to any
report or statement  relating to any  examinations  of the Company or any of its
Subsidiaries.  As used herein, the term "Regulatory Agency" means any federal or
state  agency   charged  with  the   supervision  or  regulation  of  depository
institutions,  bank, financial or savings and loan holding companies, or engaged
in  the   insurance  of   depository   institution   deposits,   or  any  court,
administrative  agency or commission or other governmental agency,  authority or
instrumentality  having supervisory or regulatory  authority with respect to the
Company or any of its Subsidiaries.

     5.17. No Material  Change.  Since  December  31,  2002,  there  has been no
material adverse change or development with respect to the condition  (financial
or otherwise),  earnings, affairs, business,  prospects or results of operations
of the  Company or its  Subsidiaries  on a  consolidated  basis,  whether or not
arising in the ordinary course of business.

     5.18. No Undisclosed  Liabilities.  Neither  the  Company  nor  any  of its
Subsidiaries  has any  material  liability,  whether  known or unknown,  whether
asserted or  unasserted,  whether  absolute or  contingent,  whether  accrued or
unaccrued, whether liquidated or unliquidated, and whether due or to become due,
including  any  liability  for  taxes  (and  there is no past or  present  fact,
situation,  circumstance,  condition  or other  basis for any  present or future
action, suit, proceeding,  hearing, charge,  complaint,  claim or demand against
the Company or its Subsidiaries  giving rise to any such liability),  except (i)
for  liabilities  set  forth  in  the  Financial   Statements  and  (ii)  normal
fluctuation  in the amount of the  liabilities  referred  to in clause (i) above
occurring  in the  ordinary  course of  business  of the  Company and all of its
Subsidiaries  since the date of the most recent  balance  sheet  included in the
Financial Statements.

     5.19. Litigation. No charge,  investigation,  action, suit or proceeding is
pending or, to the knowledge of the Offerors,  threatened,  against or affecting
the Company or its Subsidiaries or any of their respective  properties before or
by any  courts  or any  regulatory,  administrative  or  governmental  official,
commission, board, agency or other authority or body, or any arbitrator, wherein
an  unfavorable  decision,  ruling  or  finding  could  have,  singly  or in the
aggregate, a Material Adverse Effect.

     5.20. Deferral of  Interest  Payments  on  Debentures.  The  Company has no
present  intention to exercise  its option to defer  payments of interest on the
Debentures  as  provided  in  the  Indenture.  The  Company  believes  that  the
likelihood that it would exercise its right to defer payments of interest on the
Debentures as provided in the Indenture at any time during which the  Debentures
are outstanding is remote because of the  restrictions  that would be imposed on
the  Company's  ability to declare or pay dividends or  distributions  on, or to
redeem, purchase,  acquire or make a liquidation payment with respect

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<PAGE>

to, any of the Company's  capital stock and on the Company's ability to make any
payments of principal,  interest or premium on, or repay,  repurchase or redeem,
any of its debt  securities that rank pari passu in all respects with, or junior
in interest to, the Debentures.

Section 6. Representations and Warranties of the Placement Agents. Each
Placement Agent represents and warrants to the Offerors as to itself (but not as
to the other Placement Agent) as follows:

     6.1. Organization, Standing and Qualification.

          (a)  FTN Financial  Capital  Markets is a division of First  Tennessee
Bank  National  Association,  a national  banking  association  duly  organized,
validly existing and in good standing under the laws of the United States,  with
full power and authority to own,  lease and operate its  properties  and conduct
its business as currently being conducted. FTN Financial Capital Markets is duly
qualified to transact business as a foreign  corporation and is in good standing
in each other  jurisdiction  in which it owns or leases property or conducts its
business  so as to require  such  qualification  and in which the  failure to so
qualify would,  individually or in the aggregate, have a material adverse effect
on the condition  (financial or  otherwise),  earnings,  business,  prospects or
results of operations of FTN Financial Capital Markets.

          (b)  Keefe,  Bruyette & Woods,  Inc. is a corporation  duly organized,
 validly existing and in good standing  under the laws of the State of New York,
with full power and  authority  to own,  lease and  operate its  properties  and
conduct its business as currently being conducted. Keefe, Bruyette & Woods, Inc.
is duly qualified to transact  business as a foreign  corporation and is in good
standing  in each  other  jurisdiction  in which it owns or leases  property  or
conducts  its  business  so as to require  such  qualification  and in which the
failure to so qualify would,  individually or in the aggregate,  have a material
adverse effect on the condition  (financial or otherwise),  earnings,  business,
prospects or results of operations of Keefe, Bruyette & Woods, Inc.

     6.2. Power and Authority.  The Placement  Agent has all requisite power and
authority to enter into this  Agreement,  and this  Agreement  has been duly and
validly   authorized,   executed  and  delivered  by  the  Placement  Agent  and
constitutes  the legal,  valid and binding  agreement  of the  Placement  Agent,
enforceable against the Placement Agent in accordance with its terms, subject to
Bankruptcy  and  Equity  and  except  as  any  indemnification  or  contribution
provisions thereof may be limited under applicable securities laws.

     6.3. General Solicitation. In the case of the offer and sale of the Capital
Securities,  no form of general  solicitation or general advertising was used by
the  Placement  Agent or its  representatives  including,  but not  limited  to,
advertisements,  articles,  notices  or other  communications  published  in any
newspaper,  magazine or similar medium or broadcast over  television or radio or
any  seminar  or  meeting  whose  attendees  have been  invited  by any  general
solicitation or general advertising.

     6.4. Purchaser.  The Placement Agent has made such reasonable inquiry as is
necessary to determine  that the Purchaser is acquiring  the Capital  Securities
for its own account, except as contemplated under the Call Option (as defined in
Section 7.8 herein),  and that the Purchaser  does not intend to distribute  the
Capital  Securities  in  contravention  of  the  Securities  Act  or  any  other
applicable securities laws.

     6.5. Qualified Purchasers.  The Placement Agent has not offered or sold and
will not arrange for the offer or sale of the Capital  Securities  except (i) to
those the Placement Agent  reasonably  believes are  "accredited  investors" (as
defined in Rule 501 of Regulation  D), or (ii) in any other manner that does not
require  registration  of the Capital  Securities  under the Securities  Act. In
connection  with  each such  sale,  the  Placement  Agent has taken or will take
reasonable  steps to ensure  that the  Purchaser  is aware

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<PAGE>

that  (a)  such  sale is  being  made in  reliance  on an  exemption  under  the
Securities Act and (b) future  transfers of the Capital  Securities  will not be
made except in compliance with applicable securities laws.

     6.6. Offering   Circulars.    Neither   the   Placement   Agent   nor   its
representatives  will include any non-public  information about the Company, the
Trust or any of their  affiliates  in any  registration  statement,  prospectus,
offering  circular or private  placement  memorandum used in connection with any
purchase of Capital  Securities  without the prior written  consent of the Trust
and the Company.

Section 7. Covenants of the Offerors. The Offerors covenant and agree with the
Placement Agents and the Purchaser as follows:

     7.1. Compliance with Representations and Warranties. During the period from
the date of this  Agreement to the Closing  Date,  the Offerors  shall use their
best  efforts  and take all  action  necessary  or  appropriate  to cause  their
representations  and  warranties  contained in Section 5 hereof to be true as of
the Closing Date, after giving effect to the  transactions  contemplated by this
Agreement, as if made on and as of the Closing Date.

     7.2. Sale and Registration of Securities. The Offerors and their Affiliates
shall not nor shall any of them permit any person  acting on their behalf (other
than the Placement  Agents),  to directly or indirectly (i) sell, offer for sale
or solicit  offers to buy or otherwise  negotiate in respect of any security (as
defined in the Securities  Act) that would or could be integrated  with the sale
of the Capital  Securities in a manner that would require the registration under
the  Securities  Act of the  Securities or (ii) make offers or sales of any such
Security,  or solicit offers to buy any such Security,  under circumstances that
would require the  registration of any of such  Securities  under the Securities
Act.

     7.3. Use of Proceeds. The Trust shall use the proceeds from the sale of the
Capital Securities to purchase the Debentures from the Company.

     7.4. Investment  Company.  The  Offerors  shall not  engage,  or permit any
Subsidiary to engage,  in any activity which would cause it or any Subsidiary to
be an "investment company" under the provisions of the Investment Company Act.

     7.5. Reimbursement  of  Expenses.  If the  sale of the  Capital  Securities
provided for herein is not  consummated  (i) because any  condition set forth in
Section 3 hereof is not satisfied, or (ii) because of any refusal,  inability or
failure on the part of the Company or the Trust to perform any agreement  herein
or comply  with any  provision  hereof  other  than by reason of a breach by the
Placement  Agents,  the Company shall reimburse the Placement Agents upon demand
for all of their pro rata share of out-of-pocket  expenses (including reasonable
fees and  disbursements  of counsel) in an amount not to exceed  $50,000.00 that
shall have been  incurred by them in connection  with the proposed  purchase and
sale of the Capital Securities. Notwithstanding the foregoing, the Company shall
have no obligation to reimburse  the  Placement  Agents for their  out-of-pocket
expenses  if the sale of the  Capital  Securities  fails to  occur  because  the
Placement Agents fail to fulfill a condition set forth in Section 4.

     7.6. Solicitation and Advertising.  In connection with any offer or sale of
any of the  Securities,  the Offerors shall not, nor shall either of them permit
any of their  Affiliates or any person  acting on their  behalf,  other than the
Placement  Agents,  to engage in any form of  general  solicitation  or  general
advertising (as defined in Regulation D).

     7.7. Compliance with Rule  144A(d)(4)  under the Securities Act. So long as
any of the Securities are outstanding and are "restricted securities" within the
meaning of Rule 144(a)(3)  under the Securities  Act, the Offerors will,  during
any period in which they are not subject to and in compliance with Section 13 or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
or

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Redwood Empire Bancorp/Placement Agreement
<PAGE>

the Offerors are not exempt from such reporting  requirements pursuant to and in
compliance with Rule 12g3-2(b) under the Exchange Act, provide to each holder of
such restricted  securities and to each prospective  purchaser (as designated by
such holder) of such restricted  securities,  upon the request of such holder or
prospective purchaser in connection with any proposed transfer,  any information
required  to be  provided  by Rule  144A(d)(4)  under  the  Securities  Act,  if
applicable.  This covenant is intended to be for the benefit of the holders, and
the prospective purchasers designated by such holders, from time to time of such
restricted securities. The information provided by the Offerors pursuant to this
Section 7.7 will not, at the date  thereof,  contain any untrue  statement  of a
material  fact or  omit  to  state  any  material  fact  necessary  to make  the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.

     7.8. Option to Purchase. The Offerors acknowledge that the Placement Agents
have an  irrevocable  option to  purchase  or arrange  for the  purchase  of the
Capital Securities from the Purchaser, in whole or in part, at any time and from
time to time following the Closing Date (the "Call Option"), exercisable in each
instance by  delivering  the notice  attached  as Exhibit B to the  Subscription
Agreement (the "Option Exercise  Notice").  In order to facilitate the Placement
Agents'  exercise of the Call Option,  the Company  shall  execute in blank five
additional Capital  Securities  certificates,  to be delivered at Closing,  such
certificates  to be completed  with the name of the  transferee(s)  to which the
Capital Securities, in whole or in part, will be transferred upon an exercise of
a Call Option and authenticated by the Institutional Trustee at the time of each
such transfer.

     7.9. Quarterly  Reports.  Within 50 days of the end of each  calendar  year
quarter and within 100 days of the end of each  calendar  year during  which the
Debentures  are issued and  outstanding  and Purchaser  holds any of the Capital
Securities,  the Offerors shall submit to Purchaser a completed quarterly report
in the form  attached  hereto as  Exhibit D as well as a copy of the  applicable
Regulatory Report for the Company. If the Placement Agents exercise their option
under Section 7.8, in addition to the reporting  obligations  of the Offerors to
Purchaser  provided for in this  Section  7.9, the Offerors  shall submit to the
trustee designated in the Option Exercise Notice such periodic reports as may be
required  by such  trustee  in the form and at such  times as such  trustee  may
require. The Offerors acknowledge and agree that such designated trustee and its
successors and assigns are third party beneficiaries of this Section 7.9

Section 8. Covenants of the Placement Agents. The Placement Agents covenant and
agree with the Offerors that, during the period from the date of this Agreement
to the Closing Date, the Placement Agents shall use their best efforts and take
all action necessary or appropriate to cause their representations and
warranties contained in Section 6 to be true as of Closing Date, after giving
effect to the transactions contemplated by this Agreement, as if made on and as
of the Closing Date. The Placement Agents further covenant and agree not to
engage in hedging transactions with respect to the Capital Securities unless
such transactions are conducted in compliance with the Securities Act.

Section 9.        Indemnification.

     9.1. Indemnification  Obligation.  The Offerors shall jointly and severally
indemnify and hold  harmless the Placement  Agents and the Purchaser and each of
their respective agents, employees,  officers and directors and each person that
controls either of the Placement  Agents or the Purchaser  within the meaning of
Section 15 of the  Securities Act or Section 20 of the Exchange Act, and agents,
employees,  officers and directors or any such  controlling  person of either of
the  Placement  Agents  or  the  Purchaser  (each  such  person  or  entity,  an
"Indemnified  Party")  from and  against any and all  losses,  claims,  damages,
judgments,  liabilities or expenses, joint or several, to which such Indemnified
Party may become  subject  under the  Securities  Act, the Exchange Act or other
federal or state  statutory  law or  regulation,  or at common law or  otherwise
(including in settlement of any litigation,  if such settlement is



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Redwood Empire Bancorp/Placement Agreement
<PAGE>

effected  with the written  consent of the  Offerors),  insofar as such  losses,
claims,  damages,  judgments,  liabilities  or  expenses  (or actions in respect
thereof) arise out of, or are based upon, or relate to, in whole or in part, (a)
any untrue statement or alleged untrue statement of a material fact contained in
any  information  (whether  written or oral) or documents  executed in favor of,
furnished or made  available  to the  Placement  Agents or the  Purchaser by the
Offerors,  or (b) any omission or alleged  omission to state in any  information
(whether  written or oral) or documents  executed in favor of, furnished or made
available to the  Placement  Agents or the  Purchaser by the Offerors a material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading,  and shall reimburse each  Indemnified  Party for any legal and
other  expenses as such  expenses are  reasonably  incurred by such  Indemnified
Party in connection with  investigating,  defending,  settling,  compromising or
paying any such loss, claim,  damage,  judgments,  liability,  expense or action
described in this Section 9.1. In addition to their other obligations under this
Section 9, the Offerors  hereby  agree that,  as an interim  measure  during the
pendency  of any  claim,  action,  investigation,  inquiry  or other  proceeding
arising out of, or based upon, or related to the matters described above in this
Section 9.1, they shall  reimburse each  Indemnified  Party on a quarterly basis
for  all  reasonable  legal  or  other  expenses  incurred  in  connection  with
investigating  or defending any such claim,  action,  investigation,  inquiry or
other proceeding,  notwithstanding the absence of a judicial determination as to
the propriety and  enforceability  of the  possibility  that such payments might
later be held to have been improper by a court of competent jurisdiction. To the
extent  that any such  interim  reimbursement  payment  is so held to have  been
improper,  each  Indemnified  Party shall  promptly  return such  amounts to the
Offerors  together with interest,  determined on the basis of the prime rate (or
other  commercial  lending rate for  borrowers of the highest  credit  standing)
announced from time to time by First  Tennessee Bank National  Association  (the
"Prime Rate"). Any such interim reimbursement  payments which are not made to an
Indemnified  Party  within 30 days of a request  for  reimbursement  shall  bear
interest at the Prime Rate from the date of such request.

     9.2. Conduct of Indemnification  Proceedings.  Promptly after receipt by an
ndemnified  Party  under  this  Section 9 of notice of the  commencement  of any
action,  such  Indemnified  Party shall,  if a claim in respect thereof is to be
made against the  Offerors  under this Section 9, notify the Offerors in writing
of the  commencement  thereof;  but,  subject to Section 9.4, the omission to so
notify the  Offerors  shall not  relieve  them from any  liability  pursuant  to
Section 9.1 which the Offerors may have to any  Indemnified  Party unless and to
the extent that the  Offerors  did not  otherwise  learn of such action and such
failure by the  Indemnified  Party results in the  forfeiture by the Offerors of
substantial rights and defenses.  In case any such action is brought against any
Indemnified  Party and such Indemnified Party seeks or intends to seek indemnity
from the Offerors, the Offerors shall be entitled to participate in, and, to the
extent that they may wish, to assume the defense thereof with counsel reasonably
satisfactory to such Indemnified Party; provided,  however, if the defendants in
any such action  include  both the  Indemnified  Party and the  Offerors and the
Indemnified  Party shall have reasonably  concluded that there may be a conflict
between the  positions of the Offerors and the  Indemnified  Party in conducting
the defense of any such action or that there may be legal defenses  available to
it and/or other  Indemnified  Parties which are different  from or additional to
those available to the Offerors,  the Indemnified  Party shall have the right to
select  separate  counsel  to  assume  such  legal  defenses  and  to  otherwise
participate in the defense of such action on behalf of such  Indemnified  Party.
Upon  receipt of notice  from the  Offerors to such  Indemnified  Party of their
election to so assume the defense of such action and approval by the Indemnified
Party of counsel,  the Offerors  shall not be liable to such  Indemnified  Party
under this Section 9 for any legal or other  expenses  subsequently  incurred by
such  Indemnified  Party in connection  with the defense  thereof unless (i) the
Indemnified  Party  shall have  employed  such  counsel in  connection  with the
assumption  of legal  defenses in  accordance  with the proviso in the preceding
sentence (it being  understood,  however,  that the Offerors shall not be liable
for the expenses of more than one separate counsel  representing the Indemnified
Parties who are parties to such  action),  or (ii) the  Offerors  shall not have
employed counsel  reasonably  satisfactory to the Indemnified Party to represent
the  Indemnified


                                       13
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Redwood Empire Bancorp/Placement Agreement
<PAGE>

Party within a reasonable time after notice of  commencement  of the action,  in
each of which cases the fees and expenses of counsel of such  Indemnified  Party
shall be at the expense of the Offerors.

     9.3. Contribution. If the indemnification provided for in this Section 9 is
required  by its  terms,  but is for any  reason  held to be  unavailable  to or
otherwise  insufficient to hold harmless an Indemnified  Party under Section 9.1
in respect of any losses, claims,  damages,  liabilities or expenses referred to
herein or therein,  then the  Offerors  shall  contribute  to the amount paid or
payable by such Indemnified  Party as a result of any losses,  claims,  damages,
judgments,  liabilities or expenses referred to herein (i) in such proportion as
is appropriate to reflect the relative benefits received by the Offerors, on the
one hand, and the  Indemnified  Party,  on the other hand,  from the offering of
such Capital Securities,  or (ii) if the allocation provided by clause (i) above
is not permitted by applicable  law, in such  proportion  as is  appropriate  to
reflect not only the relative  benefits referred to in clause (i) above but also
the relative fault of the Offerors,  on the one hand, and the Placement  Agents,
on  the  other  hand,  in  connection   with  the  statements  or  omissions  or
inaccuracies  in the  representations  and  warranties  herein or other breaches
which  resulted in such  losses,  claims,  damages,  judgments,  liabilities  or
expenses, as well as any other relevant equitable considerations. The respective
relative benefits  received by the Offerors,  on the one hand, and the Placement
Agents, on the other hand, shall be deemed to be in the same proportion,  in the
case of the  Offerors,  as the total price paid to the  Offerors for the Capital
Securities sold by the Offerors to the Purchaser (net of the  compensation  paid
to the Placement Agents hereunder,  but before deducting  expenses),  and in the
case of the Placement Agents, as the compensation received by them, bears to the
total of such amounts paid to the Offerors and received by the Placement  Agents
as  compensation.  The relative  fault of the Offerors and the Placement  Agents
shall be  determined  by reference  to, among other  things,  whether the untrue
statement  or alleged  untrue  statement  of a material  fact or the omission or
alleged omission of a material fact or the inaccurate or the alleged  inaccurate
representation  and/or warranty relates to information  supplied by the Offerors
or the Placement Agents and the parties' relative intent,  knowledge,  access to
information  and  opportunity  to correct or prevent such statement or omission.
The provisions  set forth in Section 9.2 with respect to notice of  commencement
of any action shall apply if a claim for contribution is made under this Section
9.3; provided, however, that no additional notice shall be required with respect
to any action for which notice has been given under  Section 9.2 for purposes of
indemnification.  The Offerors and the Placement  Agents agree that it would not
be just  and  equitable  if  contribution  pursuant  to this  Section  9.3  were
determined by pro rata allocation or by any other method of allocation that does
not take  account of the  equitable  considerations  referred to in this Section
9.3.  The  amount  paid or payable  by an  Indemnified  Party as a result of the
losses, claims, damages, judgments,  liabilities or expenses referred to in this
Section 9.3 shall be deemed to  include,  subject to the  limitations  set forth
above, any legal or other expenses reasonably incurred by such Indemnified Party
in connection  with  investigating  or defending any such action or claim. In no
event shall the liability of the Placement Agents hereunder be greater in amount
than the dollar  amount of the  compensation  (net of  payment of all  expenses)
received by the Placement Agents upon the sale of the Capital  Securities giving
rise to such obligation. No person found guilty of fraudulent  misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution  from  any  person  who was not  found  guilty  of such  fraudulent
misrepresentation.

     9.4. Additional  Remedies.   The  indemnity  and  contribution   agreements
contained in this Section 9 are in addition to any  liability  that the Offerors
may otherwise have to any Indemnified Party.

     9.5. Additional  Indemnification.  The  Company  shall  indemnify  and hold
harmless  the Trust  against  all loss,  liability,  claim,  damage and  expense
whatsoever, as due from the Trust under Sections 9.1 through 9.4 hereof.

                                       14
1034357.1
Redwood Empire Bancorp/Placement Agreement
<PAGE>

Section 10. Rights and Responsibilities of Placement Agents.

     10.1. Reliance. In  performing  their  duties  under  this  Agreement,  the
Placement Agents shall be entitled to rely upon any notice, signature or writing
which  they  shall in good  faith  believe  to be  genuine  and to be  signed or
presented by a proper party or parties.  The Placement  Agents may rely upon any
opinions or certificates  or other documents  delivered by the Offerors or their
counsel or designees to either the Placement Agents or the Purchaser.

     10.2. Rights of Placement  Agents. In connection  with the  performance  of
their duties under this Agreement,  the Placement Agents shall not be liable for
any error of  judgment  or any action  taken or  omitted to be taken  unless the
Placement  Agents were  grossly  negligent or engaged in willful  misconduct  in
connection  with such  performance  or  non-performance.  No  provision  of this
Agreement  shall require the Placement  Agents to expend or risk their own funds
or  otherwise  incur any  financial  liability  on behalf  of the  Purchaser  in
connection with the performance of any of their duties hereunder.  The Placement
Agents  shall be under no  obligation  to  exercise  any of the rights or powers
vested in them by this Agreement.

Section 11. Miscellaneous.

     11.1. Disclosure Schedule. The term "Disclosure  Schedule," as used herein,
means the schedule, if any, attached to this Agreement that sets forth items the
disclosure of which is necessary or  appropriate  as an exception to one or more
representations or warranties contained in Section 5 hereof;  provided, that any
item set forth in the Disclosure Schedule as an exception to a representation or
warranty shall be deemed an admission by the Offerors that such item  represents
an exception, fact, event or circumstance that is reasonably likely to result in
a  Material  Adverse  Effect.  The  Disclosure  Schedule  shall be  arranged  in
paragraphs  corresponding to the section numbers contained in Section 5. Nothing
in the Disclosure  Schedule shall be deemed adequate to disclose an exception to
a  representation  or  warranty  made  herein  unless  the  Disclosure  Schedule
identifies  the  exception  with  reasonable  particularity  and  describes  the
relevant  facts in reasonable  detail.  Without  limiting the  generality of the
immediately  preceding sentence,  the mere listing (or inclusion of a copy) of a
document or other item in the Disclosure  Schedule shall not be deemed  adequate
to disclose an exception to a representation  or warranty made herein unless the
representation or warranty has to do with the existence of the document or other
item  itself.  Information  provided  by the  Company  in  response  to any  due
diligence  questionnaire shall not be deemed part of the Disclosure Schedule and
shall  not be  deemed  to be an  exception  to one or  more  representations  or
warranties contained in Section 5 hereof unless such information is specifically
included on the  Disclosure  Schedule in accordance  with the provisions of this
Section 11.1.

     11.2. Legal  Expenses. At Closing,  the  Placement  Agents shall  provide a
credit for the  Offerors'  transaction-related  legal  expenses in the amount of
$10,000.00.

     11.3. Notices. Prior to the Closing, and thereafter with respect to matters
pertaining to this Agreement only, all notices and other communications provided
for  or  permitted   hereunder  shall  be  made  in  writing  by  hand-delivery,
first-class mail, telex,  telecopier or overnight air courier  guaranteeing next
day delivery:

         if to the Placement Agents, to:

                               FTN Financial Capital Markets
                               845 Crossover Lane, Suite 150
                               Memphis, Tennessee  38117


                                       15
1034357.1
Redwood Empire Bancorp/Placement Agreement
<PAGE>

                               Telecopier:  901-435-4706
                               Telephone:  800-456-5460
                               Attention:  James D. Wingett

                                            and

                               Keefe, Bruyette & Woods, Inc.
                               787 7th Avenue
                               4th Floor
                               New York, New York  10019
                               Telecopier:  212-403-2000
                               Telephone:  212-403-1004
                               Attention:  Mitchell Kleinman, General Counsel

         with a copy to:

                               Lewis, Rice & Fingersh, L.C.
                               500 North Broadway, Suite 2000
                               St. Louis, Missouri  63102
                               Telecopier:  314-241-6056
                               Telephone:  314-444-7600
                               Attention:  Thomas C. Erb, Esq.

                                            and

                               Sidley Austin Brown & Wood LLP
                               787 7th Avenue
                               New York, New York  10019
                               Telecopier:  212-839-5599
                               Telephone:  212-839-5300
                               Attention:  Renwick Martin, Esq.

         if to the Offerors, to:

                               Redwood Empire Bancorp
                               1111 Santa Rosa Avenue
                               Santa Rosa, California  95404
                               Telecopier:  707-579-0860
                               Telephone:  707-522-5215
                               Attention:  James E. Beckwith

         with a copy to:

                               Carle, Mackie, Power & Ross LLP
                               100 B Street, Suite 400
                               Santa Rosa, California  95401
                               Telecopier:  707-526-4707
                               Telephone:  707-526-4200
                               Attention:  Simon Inman, Esq.

         All such notices and communications shall be deemed to have been duly
given (i) at the time delivered by hand, if personally delivered, (ii) five
business days after being deposited in the mail,

                                       16
1034357.1
Redwood Empire Bancorp/Placement Agreement
<PAGE>

postage prepaid, if mailed, (iii) when answered back, if telexed,  (iv) the next
business day after being  telecopied,  or (v) the next business day after timely
delivery to a courier,  if sent by overnight air courier  guaranteeing  next day
delivery.  From and after the Closing,  the foregoing notice provisions shall be
superseded  by any notice  provisions  of the  Operative  Documents  under which
notice is  given.  The  Placement  Agents,  the  Company,  and their  respective
counsel,  may change  their  respective  notice  addresses  from time to time by
written notice to all of the foregoing persons.

     11.4. Parties in Interest, Successors and Assigns.  Except as expressly set
forth  herein,  this  Agreement is made solely for the benefit of the  Placement
Agents,  the Purchaser and the Offerors and any person controlling the Placement
Agents,  the  Purchaser  or the  Offerors and their  respective  successors  and
assigns;  and no other person shall acquire or have any right under or by virtue
of this  Agreement.  This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties.

     11.5. Counterparts. This Agreement may be executed by the parties hereto in
separate  counterparts,  each of which when so executed shall be deemed to be an
original  and all of which  taken  together  shall  constitute  one and the same
agreement.

     11.6. Headings. The  headings  in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

     11.7. Governing  Law.THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE INTERNAL LAWS (AND NOT THE LAWS  PERTAINING TO CONFLICTS OF
LAWS) OF THE STATE OF NEW YORK.

     11.8. Entire  Agreement.  This  Agreement,   together  with  the  Operative
Documents and the other documents  delivered in connection with the transactions
contemplated by this Agreement, is intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive  statement of the
agreement  and  understanding  of the  parties  hereto in respect of the subject
matter  contained  herein  and  therein.  There are no  restrictions,  promises,
warranties or undertakings, other than those set forth or referred to herein and
therein.  This  Agreement,  together with the Operative  Documents and the other
documents  delivered in connection  with the  transaction  contemplated  by this
Agreement,  supersedes  all prior  agreements  and  understandings  between  the
parties with respect to such subject matter.

     11.9. Severability. In the  event  that  any one or more of the  provisions
contained  herein,  or the  application  thereof in any  circumstances,  is held
invalid,  illegal or unenforceable in any respect for any reason,  the validity,
legality and  enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected, it
being intended that all of the Placement Agents' and the Purchaser's  rights and
privileges shall be enforceable to the fullest extent permitted by law.

     11.10. Survival. The Placement Agents and the Offerors, respectively, agree
that the representations, warranties and agreements made by each of them in this
Agreement and in any certificate or other instrument  delivered  pursuant hereto
shall  remain in full force and effect and shall  survive the  delivery  of, and
payment for, the Capital Securities.

                     Signatures appear on the following page


                                       17
1034357.1
Redwood Empire Bancorp/Placement Agreement
<PAGE>


         If this Agreement is satisfactory to you, please so indicate by signing
the acceptance of this Agreement and deliver such counterpart to the Offerors
whereupon this Agreement will become binding between us in accordance with its
terms.

                                        Very truly yours,

                                        REDWOOD EMPIRE BANCORP


                                        By:  /s/ Patrick W. Kilkenny
                                             -----------------------------------
                                        Name: Patrick W. Kilkenny
                                              ----------------------------------
                                        Title:  President & CEO
                                              ----------------------------------


                                        REDWOOD STATUTORY TRUST II


                                        By:   /s/ James E. Beckwith
                                             -----------------------------------
                                        Name: James E. Beckwith
                                              ---------------------------------
                                        Title:   Administrator



CONFIRMED AND ACCEPTED,
as of the date first set forth above

FTN FINANCIAL CAPITAL MARKETS,
a division of First Tennessee Bank National Association,
as a Placement Agent


By:   /s/ Doug Duncan
      --------------------------
Name:  Doug Duncan
       -------------------------
Title:  Vice President
        ------------------------


KEEFE, BRUYETTE & WOODS, INC.,
a New York corporation, as a Placement Agent


By:  /s/ Peter J. Wirth
     ---------------------------
Name:  Peter J. Wirth
      --------------------------
Title: Managing Director
       -------------------------





                                       18
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Redwood Empire Bancorp/Placement Agreement
<PAGE>




                                    EXHIBIT A
                         FORM OF SUBSCRIPTION AGREEMENT
                           REDWOOD STATUTORY TRUST II
                             REDWOOD EMPIRE BANCORP

                             SUBSCRIPTION AGREEMENT

                                  July 22, 2003

          THIS SUBSCRIPTION AGREEMENT (this "Agreement") made among Redwood
Statutory Trust II (the "Trust"), a statutory trust created under the
Connecticut Statutory Trust Act (Chapter 615 of Title 34 of the Connecticut
General Statutes, Section 500, et seq.), Redwood Empire Bancorp, a California
corporation, with its principal offices located at 1111 Santa Rosa Avenue, Santa
Rosa, California 95404 (the "Company" and, collectively with the Trust, the
"Offerors"), and First Tennessee Bank National Association (the "Purchaser"),
and, for purposes of the rights and obligations in Sections 1.2 and 1.4 and
Article III only, FTN Financial Capital Markets and Keefe, Bruyette & Woods,
Inc. (the "Placement Agents").

                                    RECITALS:

     A. The Trust  desires to issue  10,000 of its  Fixed/Floating  Rate Capital
Securities (the "Capital Securities"),  liquidation amount $1,000.00 per Capital
Security,  representing  an undivided  beneficial  interest in the assets of the
Trust  (the  "Offering"),  to be issued  pursuant  to an  Amended  and  Restated
Declaration  of Trust (the  "Declaration")  by and among the Company,  U.S. Bank
National  Association ("U.S.  Bank"), the administrators  named therein, and the
holders (as defined therein),  which Capital  Securities are to be guaranteed by
the  Company  with  respect to  distributions  and  payments  upon  liquidation,
redemption and otherwise pursuant to the terms of a Guarantee  Agreement between
the Company and U.S. Bank, as trustee (the "Guarantee"); and

     B. The proceeds  from the sale of the Capital  Securities  will be combined
with the  proceeds  from the sale by the  Trust  to the  Company  of its  common
securities,  and will be used by the Trust to purchase an  equivalent  amount of
Fixed/Floating  Rate Junior  Subordinated  Deferrable Interest Debentures of the
Company (the  "Debentures") to be issued by the Company pursuant to an indenture
to be executed by the Company and U.S. Bank, as trustee (the "Indenture"); and

     C. In  consideration  of the  premises and the mutual  representations  and
covenants hereinafter set forth, the parties hereto agree as follows:

                                   ARTICLE I

                     PURCHASE AND SALE OF CAPITAL SECURITIES

     1.1. Upon the execution of this Agreement,  the Purchaser  hereby agrees to
purchase from the Trust 10,000 Capital  Securities at a price equal to $1,000.00
per Capital  Security (the  "Purchase  Price") and the Trust agrees to sell such
Capital  Securities to the Purchaser  for said  Purchase  Price.  The rights and
preferences  of the Capital  Securities  are set forth in the  Declaration.  The
Purchase  Price is payable in immediately  available  funds on July 22, 2003, or
such other business day as may be designated by the  Purchaser,  but in no event
later than July 25, 2003 (the "Closing  Date").  The Offerors  shall provide the
Purchaser  wire  transfer  instructions  no later than 1 day  following the date
hereof.




                                       A-1
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<PAGE>

     1.2. As a condition  to its purchase of the Capital  Securities,  Purchaser
shall enter into the Custodian  Agreement,  the form of which is attached hereto
as Exhibit A (the  "Custodian  Agreement")  and, in  accordance  therewith,  the
certificate  for the Capital  Securities  shall be delivered by the Trust on the
Closing Date to the custodian in accordance with the Custodian Agreement.  On or
before the Purchase Date (as defined  below),  Purchaser  shall take all actions
necessary  or  advisable  to cause the Capital  Securities  to be  delivered  in
accordance  with the  terms of the  Custodian  Agreement.  Purchaser  shall  not
transfer the Capital  Securities  to any person or entity  except in  accordance
with the terms of the Custodian Agreement.

     1.3.  The  Placement  Agreement,   dated  July  17,  2003  (the  "Placement
Agreement"), among the Offerors and the Placement Agents identified therein (the
"Placement Agents") includes certain  representations and warranties,  covenants
and conditions to closing and certain other matters governing the Offering.  The
Placement  Agreement is hereby incorporated by reference into this Agreement and
the Purchaser shall be entitled to each of the benefits of the Placement  Agents
and the Purchaser under the Placement Agreement and shall be entitled to enforce
the  obligations of the Offerors  under such Placement  Agreement as fully as if
the Purchaser were a party to such Placement Agreement.

     1.4.  Purchaser  hereby grants to the Placement Agents an option (the "Call
Option") to purchase,  or arrange for the purchase of, the Capital Securities in
whole or in part from  time to time,  in an amount  not to exceed  their  stated
aggregate liquidation amount of $10,000,000.00. The Call Option may be exercised
by the  Placement  Agents at any time and from  time to time  until the first to
occur of: (i) the transfer of all the Capital Securities from the Purchaser,  or
(ii) the redemption,  exchange or maturity of all the Capital Securities held by
the  Purchaser.  A Call Option shall be exercised by  delivering to Purchaser an
exercise notice  substantially  in the form of Exhibit B attached  hereto,  such
notice to specify the date on which the Capital  Securities  shall be  purchased
(the "Purchase Date") and the amount of the Capital Securities to be purchased.

                                   ARTICLE II

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

     2.1.  The  Purchaser  understands  and  acknowledges  that none of  Capital
Securities,  the  Debentures nor the Guarantee  have been  registered  under the
Securities  Act of  1933,  as  amended  (the  "Securities  Act"),  or any  other
applicable  securities  law,  are  being  offered  for  sale  by  the  Trust  in
transactions not requiring registration under the Securities Act, and may not be
offered,  sold,  pledged or otherwise  transferred  by the  Purchaser  except in
compliance with the registration requirements of the Securities Act or any other
applicable  securities  laws,  pursuant  to  an  exemption  therefrom  or  in  a
transaction not subject thereto.

     2.2. The Purchaser  represents  and warrants that,  except as  contemplated
under Section 1.4 hereof,  it is purchasing  the Capital  Securities for its own
account,  for  investment,  and not  with a view  to,  or for  offer  or sale in
connection with, any distribution  thereof in violation of the Securities Act or
other  applicable  securities  laws,  subject to any requirement of law that the
disposition  of its  property be at all times  within its control and subject to
its  ability  to  resell  such  Capital  Securities  pursuant  to  an  effective
registration  statement under the Securities Act or under Rule 144A or any other
exemption  from  registration  available  under the  Securities Act or any other
applicable securities law.

     2.3. The  Purchaser  represents  and warrants that neither the Offerors nor
the  Placement  Agents are acting as a  fiduciary  or  financial  or  investment
adviser for the Purchaser.



                                       A-2
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Redwood Empire Bancorp/Placement Agreement
<PAGE>

     2.4. The  Purchaser  represents  and  warrants  that it is not relying (for
purposes  of making any  investment  decision  or  otherwise)  upon any  advice,
counsel or  representations  (whether written or oral) of the Offerors or of the
Placement Agents.

     2.5. The Purchaser  represents  and warrants that (a) it has consulted with
its own legal, regulatory, tax, business,  investment,  financial and accounting
advisers in connection  herewith to the extent it has deemed  necessary,  (b) it
has had a reasonable  opportunity  to ask questions of and receive  answers from
officers  and  representatives  of  the  Offerors  concerning  their  respective
financial  condition and results of  operations  and the purchase of the Capital
Securities,  and any such questions have been answered to its satisfaction,  (c)
it has had the opportunity to review all publicly  available records and filings
concerning  the Offerors and it has carefully  reviewed such records and filings
that it considers relevant to making an investment decision, and (d) it has made
its own  investment  decisions  based upon its own  judgment,  due diligence and
advice  from such  advisers  as it has  deemed  necessary  and not upon any view
expressed by the Offerors or the Placement Agents.

     2.6.  The  Purchaser  represents  and  warrants  that  it  is a  "qualified
institutional buyer" as defined under Rule 144A under the Securities Act. If the
Purchaser is a dealer of the type described in paragraph (a)(1)(ii) of Rule 144A
under the Securities Act, it owns and invests on a discretionary  basis not less
than U.S.  $25,000,000.00  in securities of issuers that are not affiliated with
it. The Purchaser is not a participant-directed  employee plan, such as a 401(k)
plan,  or any  other  type of plan  referred  to in  paragraph  (a)(1)(i)(D)  or
(a)(1)(i)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(i)(F)
of Rule 144A that holds the assets of such a plan, unless  investment  decisions
with respect to the plan are made solely by the fiduciary, trustee or sponsor of
such plan.

     2.7. The Purchaser  represents  and warrants that on each day from the date
on which it acquires the Capital  Securities  through and  including the date on
which it disposes of its interests in the Capital  Securities,  either (i) it is
not (a) an  "employee  benefit  plan" (as defined in Section  3(3) of the United
States Employee  Retirement  Income Security Act of 1974, as amended  ("ERISA"))
which is subject to the  provisions of Part 4 of Subtitle B of Title I of ERISA,
or any entity whose  underlying  assets  include the assets of any such plan (an
"ERISA  Plan"),  (b) any other "plan" (as defined in Section  4975(e)(1)  of the
United States  Internal  Revenue Code of 1986, as amended (the "Code")) which is
subject  to the  provisions  of  Section  4975 of the Code or any  entity  whose
underlying assets include the assets of any such plan (a "Plan"),  (c) an entity
whose underlying  assets include the assets of any such ERISA Plan or other Plan
by reason of Department of Labor regulation section 2510.3-101 or otherwise,  or
(d) a governmental or church plan that is subject to any federal, state or local
law which is substantially  similar to the provisions of Section 406 of ERISA or
Section 4975 of the Code (a "Similar  Law");  or (ii) the purchase,  holding and
disposition of the Capital  Securities by it will satisfy the  requirements  for
exemptive relief under Prohibited  Transaction  Class Exemption  ("PTCE") 84-14,
PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar exemption, or, in the
case of a plan  subject  to a  Similar  Law,  will not  result  in a  non-exempt
violation of such Similar Law.

     2.8. The Purchaser represents and warrants that it is acquiring the Capital
Securities  as  principal  for its own account  for  investment  and,  except as
contemplated  under  Section 1.4  hereof,  not for sale in  connection  with any
distribution  thereof.  It was not formed solely for the purpose of investing in
the Capital Securities, and additional capital or similar contributions were not
specifically  solicited  from any person owning a beneficial  interest in it for
the purpose of enabling it to purchase any Capital Securities.  The Purchaser is
not a (i) partnership,  (ii) common trust fund or (iii) special trust,  pension,
profit  sharing or other  retirement  trust fund or plan in which the  partners,
beneficiaries  or  participants,  as  applicable,  may designate the  particular
investments to be made or the allocation of any investment  among such partners,
beneficiaries or participants,  and it agrees that it shall not hold the Capital
Securities for the benefit of any other person and shall be the sole  beneficial
owner  thereof  for all  purposes  and  that


                                       A-3
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Redwood Empire Bancorp/Placement Agreement
<PAGE>

it shall not sell  participation  interests in the Capital  Securities  or enter
into any other arrangement  pursuant to which any other person shall be entitled
to a beneficial  interest in the  distribution  on the Capital  Securities.  The
Capital Securities  purchased directly or indirectly by the Purchaser constitute
an investment of no more than 40% of its assets.  The Purchaser  understands and
agrees that any  purported  transfer of the  Capital  Securities  to a purchaser
which would cause the  representations  and  warranties  of Section 2.6 and this
Section 2.8 to be  inaccurate  shall be null and void ab initio and the Offerors
retain  the  right  to  resell  any  Capital  Securities  sold to  non-permitted
transferees.

     2.9.  The  Purchaser  represents  and  warrants  that it has full power and
authority to execute and deliver this Agreement, to make the representations and
warranties  specified  herein,  and to consummate the transactions  contemplated
herein and it has full right and power to subscribe for Capital  Securities  and
perform its obligations pursuant to this Agreement.

     2.10.  The  Purchaser  represents  and  warrants  that no filing  with,  or
authorization, approval, consent, license, order, registration, qualification or
decree of, any governmental  body, agency or court having  jurisdiction over the
Purchaser,  other than those that have been made or  obtained,  is  necessary or
required for the  performance  by the  Purchaser of its  obligations  under this
Agreement or to consummate the transactions contemplated herein.

     2.11.  The Purchaser  represents  and warrants that this Agreement has been
duly authorized, executed and delivered by the Purchaser.

     2.12. The Purchaser understands and acknowledges that the Company will rely
upon the truth and accuracy of the foregoing  acknowledgments,  representations,
warranties  and  agreements  and  agrees  that,  if any of the  acknowledgments,
representations,  warranties or agreements deemed to have been made by it by its
purchase of the Capital  Securities  are no longer  accurate,  it shall promptly
notify the Company.

     2.13. The Purchaser understands that no public market exists for any of the
Capital Securities, and that it is unlikely that a public market will ever exist
for the Capital Securities.

                                  ARTICLE III

                                  MISCELLANEOUS

     3.1.  Any notice or other  communication  given  hereunder  shall be deemed
sufficient  if in writing  and sent by  registered  or  certified  mail,  return
receipt  requested,  international  courier or delivered by hand against written
receipt therefor,  or by facsimile  transmission and confirmed by telephone,  to
the following addresses,  or such other address as may be furnished to the other
parties as herein provided:

                To the Offerors:       Redwood  Empire  Bancorp
                                       1111 Santa Rosa Avenue
                                       Santa Rosa, California 95404
                                       Attention: James E.Beckwith
                                       Fax: 707-579-0860

                To the Purchaser:      First Tennessee Bank National Association
                                       845 Crossover Lane, Suite 150
                                       Memphis, Tennessee 38117
                                       Attention: David Work
                                       Fax:  901-435-7983



                                       A-4
1034357.1
Redwood Empire Bancorp/Placement Agreement
<PAGE>

          Unless otherwise expressly provided herein, notices shall be deemed to
have been  given on the date of  mailing,  except  notice of change of  address,
which shall be deemed to have been given when received.

     3.2. This Agreement  shall not be changed,  modified or amended except by a
writing  signed by the  parties to be  charged,  and this  Agreement  may not be
discharged  except by performance  in accordance  with its terms or by a writing
signed by the party to be charged.

     3.3. Upon the execution  and delivery of this  Agreement by the  Purchaser,
this Agreement  shall become a binding  obligation of the Purchaser with respect
to the purchase of Capital Securities as herein provided.

     3.4.  NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY
OF THE  PARTIES  HERETO,  THE  PARTIES  EXPRESSLY  AGREE  THAT ALL THE TERMS AND
PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

     3.5. The parties  agree to execute and deliver all such further  documents,
agreements  and  instruments  and take such other and  further  action as may be
necessary or appropriate to carry out the purposes and intent of this Agreement.

     3.6.  This  Agreement may be executed in one or more  counterparts  each of
which shall be deemed an original,  but all of which shall  together  constitute
one and the same instrument.

     3.7. In the event that any one or more of the provisions  contained herein,
or the application  thereof in any  circumstances,  is held invalid,  illegal or
unenforceable  in any  respect  for  any  reason,  the  validity,  legality  and
enforceability of any such provision in every other respect and of the remaining
provisions  hereof  shall  not be in any way  impaired  or  affected,  it  being
intended  that all of the Offerors' and the  Purchaser's  rights and  privileges
shall be enforceable to the fullest extent permitted by law.

                     Signatures appear on the following page


                                       A-5
1034357.1
Redwood Empire Bancorp/Placement Agreement
<PAGE>


         IN WITNESS WHEREOF, this Agreement is agreed to and accepted as of the
day and year first written above.


FIRST TENNESSEE BANK NATIONAL ASSOCIATION


By:
   -------------------------------
Print Name:
            ----------------------
Title:
       ---------------------------

                                         REDWOOD EMPIRE BANCORP


                                  By:
                                     ------------------------------------------

                                  Name:
                                       ----------------------------------------

                                  Title:
                                        ---------------------------------------

                                  REDWOOD STATUTORY TRUST II


                                  By:
                                     ------------------------------------------

                                  Name:
                                       ----------------------------------------

                                  Title:  Administrator

                                  FTN FINANCIAL CAPITAL MARKETS
                                  (for purposes of the rights and  obligations
                                  in Sections 1.2 and 1.4 and Article III only)


                                  By:
                                     ------------------------------------------


                                  Name:
                                       ----------------------------------------

                                  Title:
                                        ---------------------------------------

                                  KEEFE, BRUYETTE & WOODS, INC.
                                  for purposes of the rights and  obligations in
                                  Sections 1.2 and 1.4 and Article III only)


                                  By:
                                     ------------------------------------------

                                  Name:
                                       ----------------------------------------

                                  Title:
                                        ---------------------------------------


                                       A-6
1034357.1
Redwood Empire Bancorp/Placement Agreement
<PAGE>




                       EXHIBIT A TO SUBSCRIPTION AGREEMENT

                           FORM OF CUSTODIAN AGREEMENT

         This Custodian Agreement (this "Agreement") is made and entered into as
of July 22, 2003 by and among FTN Financial Capital Markets, a division of First
Tennessee Bank National Association, and Keefe, Bruyette & Woods, Inc. (the
"Placement Agents"), Redwood Empire Bancorp, a California corporation (the
"Company"), First Tennessee Bank National Association, a national banking
association (the "Purchaser" and, together with the Company and the Placement
Agents, the "Interested Parties") and U.S. Bank National Association, a national
banking association (the "Custodian").

                                    RECITALS

     A. The  Purchaser  intends to purchase from Redwood  Statutory  Trust II, a
Connecticut statutory trust (the "Trust"),  $10,000,000.00 aggregate liquidation
amount of the Trust's  Fixed/Floating  Rate  Capital  Securities  (the  "Capital
Securities").

     B. The  Purchaser  intends to grant an option  (the "Call  Option")  to the
Placement Agents to purchase the Capital Securities at any time and from time to
time  immediately  following  the date  hereof  in an amount  not to exceed  the
Capital Securities' aggregate liquidation amount.

     C. The Interested  Parties intend to provide for the custody of the Capital
Securities and certain other securities on the terms set forth herein.

     D. The Custodian is willing to hold and administer  such  securities and to
distribute  the  securities  held by it in accordance  with the agreement of the
Interested  Parties and/or  arbitral or judicial orders and decrees as set forth
in this Agreement.

     NOW,  THEREFORE,  in consideration  of the foregoing,  the mutual covenants
herein  contained  and  other  good and  valuable  consideration  (the  receipt,
adequacy  and  sufficiency  of which are hereby  acknowledged  by the parties by
their execution hereof), the parties agree as follows:

1.   Delivery of Securities. On or before the date hereof:

     (a) The Company  shall  deliver to the  Custodian  a signed,  authenticated
     Capital  Securities  certificate,  with the  Purchaser  designated as owner
     thereof  (the  "Original   Securities").   The  Custodian   shall  have  no
     responsibility  for the  genuineness,  validity,  market  value,  title  or
     sufficiency for any intended purpose of the Original Securities.

     (b) The Company shall deliver to the Custodian five signed, unauthenticated
     and undated Capital Securities  certificates with no holder designated (the
     "Replacement  Securities").  The Custodian shall have no responsibility for
     the  genuineness,  validity,  market value,  title or  sufficiency  for any
     intended purpose of the Replacement Securities.

2.   Timing of Release from Custody.

     (a) Upon receipt of a copy of an option  exercise notice to be delivered in
     connection  with the Placement  Agents'  exercise of a Call Option,  on the
     effective  date set forth in such option  exercise  notice,  the  Custodian
     shall:

          (i) Deliver the Original Securities  certificate to U.S. Bank National
          Association,  as  Institutional  Trustee  (the  "Trustee")  under  the
          Amended  and  Restated  Declaration  of


                                       A-A-1
1034357.1
Redwood Empire Bancorp/Placement Agreement
<PAGE>

          Trust, dated as of the date hereof, among the Trustee, the Company and
          the administrators  named therein (the  "Declaration") for the purpose
          of canceling the Original  Securities  certificate in accordance  with
          the terms of the Declaration; and

          (ii) Deliver the Replacement  Securities  certificate(s) in the amount
          designated  in the  option  exercise  notice  to the  Trustee  for the
          purpose of completing and  authenticating  the Replacement  Securities
          certificate(s) in accordance with the terms of the Declaration.

     Upon expiration of the Call Option,  this Agreement shall terminate and the
     Custodian and the Interested Parties shall be released from all obligations
     hereunder.

3.   Concerning the Custodian.

     (a) Each Interested  Party  acknowledges  and agrees that the Custodian (i)
     shall not be responsible for any of the agreements referred to or described
     herein (including without  limitation the Declaration),  or for determining
     or  compelling  compliance  therewith,  and  shall not  otherwise  be bound
     thereby, (ii) shall be obligated only for the performance of such duties as
     are expressly and  specifically  set forth in this Agreement on its part to
     be performed,  each of which are ministerial (and shall not be construed to
     be fiduciary) in nature,  and no implied  duties or obligations of any kind
     shall be read into this Agreement  against or on the part of the Custodian,
     (iii) shall not be obligated  to take any legal or other  action  hereunder
     which  might in its  judgment  involve or cause it to incur any  expense or
     liability   unless  it  shall   have   been   furnished   with   acceptable
     indemnification,  (iv) may rely on and  shall be  protected  in  acting  or
     refraining  from acting upon any written notice,  instruction,  instrument,
     statement, certificate, request or other document furnished to it hereunder
     and  believed by it to be genuine and to have been signed or  presented  by
     the proper person,  and shall have no  responsibility  for  determining the
     accuracy thereof, and (v) may consult counsel satisfactory to it, including
     in-house counsel, and the opinion or advice of such counsel in any instance
     shall be full and complete  authorization  and protection in respect of any
     action  taken,  suffered  or omitted by it  hereunder  in good faith and in
     accordance with the opinion or advice of such counsel.

     (b) The  Custodian  shall not be liable to anyone for any  action  taken or
     omitted to be taken by it hereunder  except in the case of the  Custodian's
     negligence or willful  misconduct in breach of the terms of this Agreement.
     In no event shall the Custodian be liable for indirect,  punitive,  special
     or consequential damage or loss (including but not limited to lost profits)
     whatsoever,  even if the Custodian  has been informed of the  likelihood of
     such loss or damage and regardless of the form of action.

     (c) The Custodian shall have no more or less responsibility or liability on
     account of any action or omission of any book-entry depository,  securities
     intermediary or other subcustodian  employed by the Custodian than any such
     book-entry depository, securities intermediary or other subcustodian has to
     the  Custodian,  except to the extent  that such  action or omission of any
     book-entry  depository,  securities  intermediary or other subcustodian was
     caused by the Custodian's own negligence,  bad faith or willful  misconduct
     in breach of this Agreement.

     (d) The recitals  contained  herein shall be taken as the statements of the
     Company, and the Custodian assumes no responsibility for the correctness of
     the same.  The  Custodian  makes no  representations  as to the validity or
     sufficiency  of this  Agreement or the Capital  Securities.  The  Custodian
     shall not be  accountable  for the use or application by the Company of any
     Capital Securities or the proceeds of any Capital Securities.

4.   Compensation, Expense Reimbursement and Indemnification.

                                       A-A-2
1034357.1
Redwood Empire Bancorp/Placement Agreement
<PAGE>

     (a) The Custodian  hereby waives its customary  fees for services  rendered
     hereunder.

     (b)  Each of the  Interested  Parties  agree,  jointly  and  severally,  to
     reimburse  the  Custodian on demand for all costs and expenses  incurred in
     connection with the  administration of this Agreement or the performance or
     observance  of its duties  hereunder  which are in excess of its  customary
     compensation for normal services  hereunder,  including without limitation,
     payment  of any  legal  fees and  expenses  incurred  by the  Custodian  in
     connection with resolution of any claim by any party hereunder.

     (c)  Each  of the  Interested  Parties  covenant  and  agree,  jointly  and
     severally,  to indemnify the  Custodian  (and its  directors,  officers and
     employees)  and  hold it  (and  such  directors,  officers  and  employees)
     harmless from and against any loss, liability,  damage, cost and expense of
     any nature  incurred by the Custodian  arising out of or in connection with
     this  Agreement  or  with  the  administration  of  its  duties  hereunder,
     including but not limited to  attorney's  fees and other costs and expenses
     of defending or preparing to defend  against any claim of liability  unless
     and except to the extent  such loss,  liability,  damage,  cost and expense
     shall be  caused by the  Custodian's  negligence,  bad  faith,  or  willful
     misconduct. The provisions in this paragraph 4 shall survive the expiration
     of this Agreement.

5. Voting  Rights.  The  Custodian  shall be under no  obligation  to  preserve,
protect or exercise rights in the Original Securities,  and shall be responsible
only for reasonable measures to maintain the physical  safekeeping  thereof, and
otherwise  to perform and observe such duties on its part as are  expressly  set
forth in this  Agreement.  The Custodian shall not be responsible for forwarding
to any Party,  notifying  any Party with  respect  to, or taking any action with
respect to, any notice,  solicitation or other document or information,  written
or  otherwise,  received  from an issuer or other  person  with  respect  to the
Original  Securities,  including  but not limited to, proxy  material,  tenders,
options, the pendency of calls and maturities and expiration of rights.

6. Resignation.  The Custodian may at any time resign as Custodian  hereunder by
giving  thirty (30) days' prior  written  notice of  resignation  to each of the
Interested Parties.  Prior to the effective date of the resignation as specified
in such notice,  the  Interested  Parties will issue to the  Custodian a written
instruction   authorizing   redelivery  of  the  Original   Securities  and  the
Replacement  Securities to a bank or trust company that they select as successor
to the Custodian  hereunder.  If, however,  the Interested Parties shall fail to
name  such a  successor  custodian  within  twenty  days  after  the  notice  of
resignation  from the Custodian,  the Placement Agents shall be entitled to name
such successor  custodian.  If no successor custodian is named by the Interested
Parties or the Placement Agents, the Custodian may apply to a court of competent
jurisdiction for appointment of a successor custodian.

7. Dispute Resolution. It is understood and agreed that should any dispute arise
with respect to the delivery, ownership, right of possession, and/or disposition
of the Original Securities or the Replacement Securities, or should any claim be
made upon the Custodian,  the Original Securities or the Replacement  Securities
by a third party,  the Custodian upon receipt of notice of such dispute or claim
is authorized  and shall be entitled (at its sole option and election) to retain
in its  possession  without  liability  to anyone,  all or any of said  Original
Securities and Replacement Securities until such dispute shall have been settled
either by the mutual  written  agreement  of the parties  involved or by a final
order,  decree or judgment of a court in the United States of America,  the time
for perfection of an appeal of such order,  decree or judgment  having  expired.
The Custodian may, but shall be under no duty whatsoever to, institute or defend
any legal  proceedings  which relate to the Original  Securities and Replacement
Securities.

8. Consent to Jurisdiction  and Service.  Each of the Interested  Parties hereby
absolutely and irrevocably  consent and submit to the jurisdiction of the courts
in the  Commonwealth of  Massachusetts  and of any Federal court located in said
Commonwealth in connection  with any actions or proceedings


                                       A-A-3
1034357.1
Redwood Empire Bancorp/Placement Agreement
<PAGE>

brought against any of the Interested Parties (or each of them) by the Custodian
arising out of or relating to this Agreement.  In any such action or proceeding,
the Interested  Parties each hereby  absolutely and  irrevocably  (i) waives any
objection to jurisdiction or venue, (ii) waives personal service of any summons,
complaint,  declaration  or other  process,  and (iii)  agrees  that the service
thereof may be made by certified or registered first-class mail directed to such
party,  as the case may be, at their  respective  addresses in  accordance  with
paragraph 10 hereof.

9. Force Majeure.  The Custodian shall not be responsible for delays or failures
in performance  resulting from acts beyond its control.  Such acts shall include
but  not be  limited  to acts of God,  strikes,  lockouts,  riots,  acts of war,
epidemics,   governmental   regulations   superimposed  after  the  fact,  fire,
communication line failures,  computer viruses,  power failures,  earthquakes or
other disasters.

10. Notices.

     (a) Any notice  permitted or required  hereunder  shall be in writing,  and
     shall be sent by personal  delivery,  overnight  delivery  by a  recognized
     courier or delivery service, mailed by registered or certified mail, return
     receipt requested,  postage prepaid, or by confirmed facsimile  accompanied
     by mailing of the  original on the same day by first  class  mail,  postage
     prepaid,  in each case the parties at their  address set forth below (or to
     such other  address as any such party may  hereafter  designate  by written
     notice to the other parties).

         If to the Placement Agents:

        FTN Financial Capital Markets
        845 Crossover Lane, Suite 150
        Memphis, Tennessee  38117
        Attention:  James D. Wingett

        Keefe, Bruyette & Woods, Inc.
        787 7th Avenue
        4th Floor
        New York, New York  10019
        Attention:  Mitchell Kleinman, General Counsel

         If to the Company:

        Redwood Empire Bancorp
        1111 Santa Rosa Avenue
        Santa Rosa, California  95404
        Attention:  James E. Beckwith


         If to the Purchaser:

        First Tennessee Bank National Association
        845 Crossover Lane, Suite 150
        Memphis, Tennessee  38117
        Attention:  David Work


         If to the Custodian:

                                       A-A-4
1034357.1
Redwood Empire Bancorp/Placement Agreement
<PAGE>

         U.S. Bank National Association
         1 Federal Street - 3rd Floor
         Boston, Massachusetts 02110
         Attention:        Corporate Trust Services Division
                           Attention: Paul D. Allen
                           Fax:  617-603-6665

11. Miscellaneous.

     (a) Binding  Effect.  This  Agreement  shall be binding upon the respective
     parties hereto and their heirs, executors, successors and assigns.

     (b)  Modifications.  This Agreement may not be altered or modified  without
     the express  written  consent of the parties  hereto.  No course of conduct
     shall  constitute  a waiver  of any of the  terms  and  conditions  of this
     Agreement, unless such waiver is specified in writing, and then only to the
     extent so  specified.  A waiver of any of the terms and  conditions of this
     Agreement on one occasion  shall not constitute a waiver of the other terms
     of this Agreement, or of such terms and conditions on any other occasion.

     (c)  Governing  Law. This  Agreement  shall be governed by and construed in
     accordance with the internal laws of the Commonwealth of Massachusetts.

     (d)  Reproduction of Documents.  This Agreement and all documents  relating
     thereto,   including,   without  limitation,   (a)  consents,  waivers  and
     modifications  which may hereafter be executed,  and (b)  certificates  and
     other information  previously or hereafter furnished,  may be reproduced by
     any  photographic,   photostatic,   microfilm,  optical  disk,  micro-card,
     miniature photographic or other similar process. The parties agree that any
     such reproduction shall be admissible in evidence as the original itself in
     any judicial or administrative  proceeding,  whether or not the original is
     in existence  and whether or not such  reproduction  was made by a party in
     the regular  course of  business,  and that any  enlargement,  facsimile or
     further  reproduction of such reproduction  shall likewise be admissible in
     evidence.

     (e) Counterparts.  This Agreement may be executed in several  counterparts,
     each of which shall be deemed an original,  but all of which together shall
     constitute one and the same instrument.




                     signatures appear on the following page

                                       A-A-5
1034357.1
Redwood Empire Bancorp/Placement Agreement
<PAGE>



         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day first above written.



                                        FTN FINANCIAL CAPITAL MARKETS


                                        By:
                                           ------------------------------------
                                        Print Name:
                                                   ----------------------------
                                        Title:
                                              ---------------------------------

                                       KEEFE, BRUYETTE & WOODS, INC.


                                       By:
                                          ------------------------------------
                                       Print Name:
                                                  ----------------------------
                                       Title:
                                             ---------------------------------


                                       U.S. BANK NATIONAL ASSOCIATION


                                       By:
                                          ------------------------------------
                                       Print Name:
                                                  ----------------------------
                                       Title:
                                             ---------------------------------

                                       REDWOOD EMPIRE BANCORP


                                       By:
                                          ------------------------------------
                                       Print Name:
                                                  ----------------------------
                                       Title:
                                             ---------------------------------

                                       FIRST TENNESSEE BANK NATIONAL ASSOCIATION


                                       By:
                                          ------------------------------------
                                       Print Name:
                                                  ----------------------------
                                       Title:
                                             ---------------------------------





                                       A-A-6
1034357.1
Redwood Empire Bancorp/Placement Agreement
<PAGE>


                       EXHIBIT B TO SUBSCRIPTION AGREEMENT

                         FORM OF OPTION EXERCISE NOTICE

                                     [DATE]

First Tennessee Bank National Association
845 Crossover Lane, Suite 150
Memphis, Tennessee  38117
Attention:  David Work

Ladies and Gentlemen:

         The undersigned hereby exercises its option to purchase, or arrange for
the purchase of [_________] of the Capital Securities of Redwood Statutory Trust
II in accordance with the terms of the Subscription Agreement dated July 22,
2003 among you, the undersigned, Redwood Empire Bancorp and Redwood Statutory
Trust II (the "Offerors"), such purchase to be effective on [DATE OF PURCHASE].
In accordance with Section 7.9 of the Placement Agreement dated July 17, 2003
between the Offerors and the undersigned (the "Placement Agreement"), periodic
reports shall be delivered to [_______________] on each March 17, June 17,
September 17 and December 17 during the term of the Capital Securities,
commencing [___________], in the form attached thereto. Capitalized terms used
in this notice and not otherwise defined shall have the meanings ascribed to
such terms in the Placement Agreement.

         By copy of this notice, the undersigned hereby instructs the Custodian
to deliver the Original Securities certificate to U.S. Bank National
Association, as Institutional Trustee (the "Trustee") under the Amended and
Restated Trust Agreement dated July 22, 2003 among the Trustee, Redwood Empire
Bancorp and the administrative trustees named therein (the "Trust Agreement")
for cancellation in accordance with the terms of the Trust Agreement and to
deliver the Replacement Securities certificate to the Trustee for authentication
in accordance with the terms of the Trust Agreement.

         By copy of this notice, the Institutional Trustee is hereby instructed
to make the Replacement Securities certificate payable to [______________] in
the liquidation amount of [_________] and to authenticate and deliver the
Replacement Securities certificate to [_____________] on or before the [DATE OF
PURCHASE].

                                  FTN FINANCIAL CAPITAL MARKETS


                                  By:
                                     ------------------------------------------
                                  Name:
                                       ----------------------------------------
                                  Title:
                                        ---------------------------------------

                                  KEEFE, BRUYETTE & WOODS, INC.


                                  By:
                                     -------------------------------------------
                                  Print Name:
                                             -----------------------------------
                                  Title:
                                        ----------------------------------------


cc:      Redwood Empire Bancorp
         U.S. Bank National Association

                                      A-B-1
1034357.1
Redwood Empire Bancorp/Placement Agreement

<PAGE>




                                   EXHIBIT B-1
                         FORM OF COMPANY COUNSEL OPINION
                                  July 22, 2003

First Tennessee Bank National Association       FTN Financial Capital Markets
845 Crossover Lane, Suite 150                   845 Crossover Lane, Suite 150
Memphis, Tennessee  38117                       Memphis, Tennessee  38117

                                                Keefe, Bruyette & Woods, Inc.
                                                787 7th Avenue, 4th Floor
                                                New York, New York  10019

Ladies and Gentlemen:

     We have acted as  counsel to Redwood  Empire  Bancorp  (the  "Company"),  a
California  corporation in connection with a certain Placement Agreement,  dated
July 17,  2003,  (the  "Placement  Agreement"),  between the Company and Redwood
Statutory Trust II (the "Trust"), on one hand, and FTN Financial Capital Markets
and Keefe,  Bruyette & Woods, Inc. (the "Placement Agents"),  on the other hand.
Pursuant to the  Placement  Agreement,  and subject to the terms and  conditions
stated  therein,  the Trust will issue and sell to First Tennessee Bank National
Association  (the  "Purchaser"),  $10,000,000.00  aggregate  principal amount of
Fixed/Floating Rate Capital Securities (liquidation amount $1,000.00 per capital
security) (the "Capital Securities").

     Capitalized terms used herein and not otherwise defined shall have the same
meanings ascribed to them in the Placement Agreement.

     The law covered by the opinions  expressed  herein is limited to the law of
the United States of America and of the State of California.

     We have made such investigations of law as, in our judgment, were necessary
to render  the  following  opinions.  We have also  reviewed  (a) the  Company's
Articles of Incorporation, as amended, and its By-Laws, as amended; and (b) such
corporate  documents,  records,  information and certificates of the Company and
its Subsidiaries, certificates of public officials or government authorities and
other  documents as we have deemed  necessary or  appropriate as a basis for the
opinions hereinafter expressed. As to certain facts material to our opinions, we
have  relied,   with  your   permission,   upon   statements,   certificates  or
representations,  including  those  delivered  or made in  connection  with  the
above-referenced  transaction,  of  officers  and other  representatives  of the
Company and its Subsidiaries and the Trust.

     As used  herein,  the  phrase  "to our  knowledge"  or "to the  best of our
knowledge" or other similar  phrase means the actual  knowledge of the attorneys
who have had active involvement in the transactions  described above or who have
prepared  or  signed  this  opinion  letter,   or  who  otherwise  have  devoted
substantial attention to legal matters for the Company.

     Based upon and subject to the foregoing and the further  qualifications set
forth below, we are of the opinion as of the date hereof that:

     1. The Company is validly  existing and in good standing  under the laws of
the State of California and is duly  registered as a bank holding  company under
the Bank  Holding  Company  Act of 1956,  as  amended.  Each of the  Significant
Subsidiaries is validly existing and in good standing under the



                                      B-1-1
1034357.1
Redwood Empire Bancorp/Placement Agreement
<PAGE>

laws  of  its  jurisdiction  of  organization.  Each  of  the  Company  and  the
Significant  Subsidiaries has full corporate power and authority to own or lease
its  properties  and to conduct  its  business  as such  business  is  currently
conducted  in  all  material  respects.  To  the  best  of  our  knowledge,  all
outstanding  shares of capital stock of the Significant  Subsidiaries  have been
duly authorized and validly issued, and are fully paid and nonassessable  except
to the extent such shares may be deemed assessable under 12 U.S.C. Section 1831o
or 12 U.S.C.  Section 55, and are owned of record and beneficially,  directly or
indirectly, by the Company.

     2. The issuance, sale and delivery of the Debentures in accordance with the
terms and conditions of the Placement Agreement and the Operative Documents have
been duly authorized by all necessary actions of the Company. The issuance, sale
and  delivery  of the  Debentures  by the  Company  and the  issuance,  sale and
delivery of the Trust Securities by the Trust do not give rise to any preemptive
or other rights to subscribe  for or to purchase any shares of capital  stock or
equity securities of the Company or the Significant Subsidiaries pursuant to the
corporate  Articles  of  Incorporation  or Charter,  By-Laws or other  governing
documents of the Company or the Significant Subsidiaries, or, to the best of our
knowledge,  any  agreement or other  instrument  to which either  Company or the
Subsidiaries is a party or by which the Company or the Significant  Subsidiaries
may be bound.

     3. The Company has all requisite  corporate power to enter into and perform
its obligations  under the Placement  Agreement and the Subscription  Agreement,
and the Placement  Agreement and the  Subscription  Agreement have been duly and
validly  authorized,  executed and delivered by the Company and  constitute  the
legal,  valid and binding  obligations of the Company  enforceable in accordance
with their terms,  except as the  enforcement  thereof may be limited by general
principles of equity and by bankruptcy or other laws affecting creditors' rights
generally, and except as the indemnification and contribution provisions thereof
may be limited under  applicable laws and certain  remedies may not be available
in the case of a non-material breach.

     4. Each of the Indenture,  the Trust Agreement and the Guarantee  Agreement
has been duly authorized,  executed and delivered by the Company, and is a valid
and legally binding obligation of the Company enforceable in accordance with its
terms,  subject  to  the  effect  of  bankruptcy,  insolvency,   reorganization,
receivership,  moratorium  and other laws  affecting  the rights and remedies of
creditors generally and of general principles of equity.

     5. The Debentures have been duly authorized,  executed and delivered by the
Company,  are entitled to the benefits of the Indenture and are legal, valid and
binding obligations of the Company enforceable against the Company in accordance
with  their   terms,   subject  to  the   effect  of   bankruptcy,   insolvency,
reorganization, receivership, moratorium and other laws affecting the rights and
remedies of creditors generally and of general principles of equity.

     6. To the best of our knowledge,  neither the Company,  the Trust,  nor any
other  Subsidiaries  of the  Company  is in breach or  violation  of, or default
under,  with or  without  notice  or  lapse  of time or both,  its  Articles  of
Incorporation  or  Charter,  By-Laws  or other  governing  documents  (including
without  limitation,   the  Trust  Agreement).   The  execution,   delivery  and
performance  of the  Placement  Agreement  and the  Operative  Documents and the
consummation of the transactions contemplated by the Placement Agreement and the
Operative Documents do not and will not (i) result in the creation or imposition
of any  material  lien,  claim,  charge,  encumbrance  or  restriction  upon any
property or assets of the Company or its  Subsidiaries,  or (ii) conflict  with,
constitute a material  breach or violation of, or constitute a material  default
under,  with or  without  notice  or lapse of time or  both,  any of the  terms,
provisions  or  conditions  of (A) the  Articles  of  Incorporation  or Charter,
By-Laws or other governing documents of the Company or its Subsidiaries,  or (B)
to the best of our knowledge, any material contract,  indenture,  mortgage, deed
of trust, loan or credit agreement, note, lease, franchise, license or any other
agreement or instrument to


                                      B-1-2
1034357.1
Redwood Empire Bancorp/Placement Agreement
<PAGE>

which the Company or its  Subsidiaries is a party or by which any of them or any
of their respective properties may be bound or (C) any order, decree,  judgment,
franchise,  license,  permit,  rule  or  regulation  of any  court,  arbitrator,
government,  or  governmental  agency or  instrumentality,  domestic or foreign,
known to us having  jurisdiction  over the Company or its Subsidiaries or any of
their respective  properties which, in the case of each of (i) or (ii) above, is
material to the Company and its Subsidiaries on a consolidated basis.

     7. Except for filings, registrations or qualifications that may be required
by applicable securities laws, no authorization,  approval, consent or order of,
or filing,  registration or qualification  with, any person (including,  without
limitation,  any court,  governmental  body or authority) is required  under the
laws of the State of California in connection with the transactions contemplated
by the Placement  Agreement and the Operative  Documents in connection  with the
offer  and sale of the  Capital  Securities  as  contemplated  by the  Placement
Agreement and the Operative Documents.

     8. To the best of our knowledge (i) no action, suit or proceeding at law or
in equity is pending or threatened  to which the Offerors or their  Subsidiaries
are or may be a party,  and (ii) no  action,  suit or  proceeding  is pending or
threatened  against or affecting  the Offerors or their  Subsidiaries  or any of
their properties,  before or by any court or governmental official,  commission,
board or other  administrative  agency,  authority or body,  or any  arbitrator,
wherein an unfavorable decision,  ruling or finding could reasonably be expected
to have a  material  adverse  effect  on the  consummation  of the  transactions
contemplated  by the  Placement  Agreement  and the  Operative  Documents or the
issuance  and sale of the  Capital  Securities  as  contemplated  therein or the
condition (financial or otherwise),  earnings,  affairs, business, or results of
operations of the Offerors and their Subsidiaries on a consolidated basis.

     9. Assuming the truth and accuracy of the representations and warranties of
the  Placement  Agents  in the  Placement  Agreement  and the  Purchaser  in the
Subscription  Agreement,  it is not necessary in  connection  with the offering,
sale and delivery of the Capital  Securities,  the  Debentures and the Guarantee
Agreement (or the  Guarantee) to register the same under the  Securities  Act of
1933,  as  amended,  under  the  circumstances  contemplated  in  the  Placement
Agreement and the Subscription Agreement.

     10.  Neither  the Company  nor the Trust is or after  giving  effect to the
offering  and  sale  of the  Capital  Securities  and  the  consummation  of the
transactions  described  in the  Placement  Agreement  will be,  an  "investment
company" or an entity  "controlled"  by an  "investment  company,"  in each case
within the meaning of the  Investment  Company Act of 1940, as amended,  without
regard to Section 3(c) of such Act.

     The opinion expressed in the first two sentences of numbered paragraph 1 of
this Opinion Letter is based solely upon certain  certificates and confirmations
issued by the applicable  governmental officer or authority with respect to each
of the Company and the Significant Subsidiaries.

     With  respect to the  foregoing  opinions,  since no member of this firm is
actively  engaged in the  practice  of law in the States of  Connecticut  or New
York,  we do not express any opinions as to the laws of such states and have (i)
relied,  with your  approval,  upon the  opinion of  Shipman & Goodwin  LLP with
respect to matters of Connecticut  law and (ii) assumed,  with your approval and
without rendering any opinion to such effect,  that the laws of the State of New
York, in all respects material to this opinion,  are substantively  identical to
the  laws  of the  State  of  California,  without  regard  to  conflict  of law
provisions.



                                      B-1-3
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Redwood Empire Bancorp/Placement Agreement
<PAGE>

     This  opinion is rendered to you solely  pursuant to Section  3.1(a) of the
Placement  Agreement.  As such, it may be relied upon by you only and may not be
used or relied upon by any other person for any purpose  whatsoever  without our
prior written consent.

                                Very truly yours,












                                     B-1-4
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<PAGE>


                                   EXHIBIT B-2
                       FORM OF CONNECTICUT COUNSEL OPINION
TO THE PARTIES LISTED
ON SCHEDULE I HERETO

Ladies and Gentlemen:

         We have acted as special counsel in the State of Connecticut (the
"State") for Redwood Statutory Trust II (the "Trust"), a Connecticut statutory
trust formed pursuant to the Amended and Restated Declaration of Trust (the
"Trust Agreement") dated as of the date hereof, among Redwood Empire Bancorp, a
California corporation (the "Sponsor"), U.S. Bank National Association, a
national banking association ("U.S. Bank"), in its capacity as Institutional
Trustee (the "Institutional Trustee"), and Patrick W. Kilkenny, James E.
Beckwith and Dana R. Johnson, each, an individual, (each, an "Administrator") in
connection with the issuance by the Trust to the Holders (as defined in the
Trust Agreement) of its capital securities (the "Capital Securities") pursuant
to the Placement Agreement dated as of July 17, 2003 (the "Placement
Agreement"), the issuance by the Trust to the Sponsor of its Common Securities,
pursuant to the Trust Agreement and the acquisition by the Trust from the
Sponsor of Debentures, issued pursuant to the Indenture dated as of the date
hereof (the "Indenture").

         The Institutional Trustee has requested that we deliver this opinion to
you in accordance with Section 3.1(b) of the Placement Agreement. Capitalized
terms not otherwise defined herein shall have the meanings specified in, or
defined by reference in or set forth in the Operative Documents (as defined
below).

         Our representation of the Trust has been as special counsel for the
limited purposes stated above. As to all matters of fact (including factual
conclusions and characterizations and descriptions of purpose, intention or
other state of mind), we have relied, with your permission, entirely upon (i)
the representations and warranties of the parties set forth in the Operative
Documents and (ii) certificates delivered to us by the management of U.S. Bank,
and have assumed, with your permission, without independent inquiry, the
accuracy of those representations, warranties and certificates.

         We have examined the following documents to which the Trust is a party,
each of which is dated the date hereof, unless otherwise noted:

                           (i)      the Trust Agreement;

                           (ii)     the Placement Agreement;

                           (iii)    the Subscription Agreement;

                           (iv)     the Certificate of Common Securities;

                           (v)      the Certificate of Capital Securities;

                           (vi)     the Guarantee Agreement;

                           (vii)    the Certificate of Trust filed with the
                                    Secretary of State of the State of
                                    Connecticut dated July 17, 2003; and



                                      B-2-1
1034357.1
Redwood Empire Bancorp/Placement Agreement



<PAGE>

                           (viii)   a Certificate of Legal Existence for the
                                    Trust obtained from the Secretary of State
                                    of the State of Connecticut dated July 17,
                                    2003 (the "Certificate of Legal Existence").

     The  documents  referenced  in  subparagraphs  (i) through  (vii) above are
hereinafter referred to collectively as the "Operative Documents."

     We  have  also  examined  originals,  or  copies,  certified  or  otherwise
identified to our  satisfaction,  of such other corporate and public records and
agreements,  instruments,  certificates  and other  documents  as we have deemed
necessary  or  appropriate  for the  purposes of  rendering  this  opinion.  For
purposes of our opinion rendered in paragraph 1 below, with respect to the legal
existence of the Trust,  our opinion relies  entirely upon and is limited by the
Certificate of Legal Existence, which is attached hereto as Exhibit A.

     We have assumed,  with your  permission,  the genuineness of all signatures
(other  than those on behalf of U.S.  Bank,  the  Guarantee  Trustee,  Indenture
Trustee,  Institutional  Trustee and the Trust), the conformity of the originals
of all documents  reviewed by us as copies, the authenticity and completeness of
all  original  documents  reviewed  by us in original or copy form and the legal
competence of each individual executing any document.

     When an opinion set forth below is given to the best of our  knowledge,  or
to our  knowledge,  or with  reference to matters of which we are aware or which
are known to us, or with another similar  qualification,  the relevant knowledge
or awareness is limited to the actual  knowledge or awareness of the  individual
lawyers in the firm who have  participated  directly  and  substantively  in the
specific  transactions  to which this opinion relates and without any special or
additional  investigation  undertaken for the purposes of this opinion except as
indicated herein.

     For the purposes of this opinion we have made such examination of law as we
have deemed  necessary.  The opinions  expressed below are limited solely to the
internal  substantive  laws of the State (as  applied  by courts  located in the
State without  regard to choice of law) and we express no opinion as to the laws
of any other  jurisdiction.  To the  extent to which  this  opinion  deals  with
matters  governed by or relating to the laws of any other state or jurisdiction,
we have assumed, with your permission, that the Operative Documents are governed
by the internal substantive laws of the State.

     We  express no opinion  as to (i) the  effect of  suretyship  defenses,  or
defenses  in  the  nature  thereof,  with  respect  to  the  obligations  of any
applicable  guarantor,  joint obligor,  surety,  accommodation  party,  or other
secondary  obligor or any  provisions  of the Trust  Agreement  with  respect to
indemnification  or  contribution  and (ii) the accuracy or  completeness of any
exhibits or schedules to the Operative Documents.  No opinion is given herein as
to the  choice  of law or  internal  substantive  rules of law that any court or
other  tribunal  may apply to the  transactions  contemplated  by the  Operative
Documents.  No opinion is expressed  herein as to the  application  or effect of
federal  securities laws or as to the securities or so-called "Blue Sky" laws of
Connecticut or of any other state or other jurisdiction.

     Our opinion,  with your  permission,  is further  subject to the  following
exceptions, qualifications and assumptions:

          (a) We have assumed  without any  independent  investigation  that (i)
     each party to the Operative Documents,  other than U.S. Bank, the Guarantee
     Trustee,  Indenture  Trustee,  Institutional  Trustee  and  the  Trust,  as
     applicable,  at all times relevant thereto, is validly existing and in good
     standing under the laws of the  jurisdiction in which it is organized,  and
     is  qualified to do business  and in good  standing  under the laws of each
     jurisdiction where such qualification is required generally or necessary in
     order for such party to enforce its rights under such Operative



                                      B-2-2
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Redwood Empire Bancorp/Placement Agreement
<PAGE>

     Documents,  (ii)  each  party  to the  Operative  Documents,  at all  times
     relevant  thereto,  had and has the full power,  authority  and legal right
     under its certificate of incorporation, partnership agreement, by-laws, and
     other governing  organizational  documents,  and the applicable  corporate,
     partnership,  or other enterprise legislation and other applicable laws, as
     the case may be (other than U.S.  Bank,  the Guarantee  Trustee,  Indenture
     Trustee,  Institutional  Trustee or the Trust) to  execute,  deliver and to
     perform its  obligations  under,  the Operative  Documents,  and (iii) each
     party to the  Operative  Documents  other  than U.S.  Bank,  the  Guarantee
     Trustee,  Indenture  Trustee,  Institutional  Trustee or the Trust has duly
     executed and delivered each of such  agreements and instruments to which it
     is a party and that the  execution  and  delivery  of such  agreements  and
     instruments  and the  transactions  contemplated  thereby  have  been  duly
     authorized by proper  corporate or other  organizational  proceedings as to
     each such party.

          (b) We have assumed without any independent investigation (i) that the
     Institutional Trustee, the Sponsor and the Administrators have received the
     agreed to and stated  consideration  for the incurrence of the  obligations
     applicable to it under the Trust  Agreement and each of the other Operative
     Documents,  (ii) that each of the Operative Documents (other than the Trust
     Agreement)  is a valid,  binding and  enforceable  obligation of each party
     thereto other than the Trust, U.S. Bank and the Institutional  Trustee,  as
     applicable;  and, for the purposes of this opinion  letter,  we herein also
     assume  that  each  of  the  Operative  Documents  (other  than  the  Trust
     Agreement)  constitutes a valid, binding and enforceable obligation of U.S.
     Bank, the Guarantee Trustee and the Indenture Trustee,  as applicable under
     Connecticut  and federal law (as to which such matters we are delivering to
     you a  separate  opinion  letter  on this  date,  which is  subject  to the
     assumptions, qualifications and limitations set forth therein).

          (c) The  enforcement of any  obligations of U.S. Bank, the Sponsor and
     the  Administrators,  as  applicable,  under  the Trust  Agreement  and the
     obligations of the Trust under the other Operative Documents may be limited
     by the receivership,  conservatorship  and supervisory powers of depository
     institution  regulatory  agencies  generally,  as  well  as by  bankruptcy,
     insolvency, reorganization,  moratorium, marshaling or other laws and rules
     of law  affecting  the  enforcement  generally  of  creditors'  rights  and
     remedies  (including  such as may deny giving effect to waivers of debtors'
     or  guarantors'  rights);  and we express no opinion as to the status under
     any fraudulent  conveyance  laws or fraudulent  transfer laws of any of the
     obligations  of U.S.  Bank, the Sponsor,  the  Administrators  or the Trust
     under any of the Operative Documents.

          (d) We express no opinion as to the  enforceability  of any particular
     provision of the Trust Agreement or the other Operative  Documents relating
     to remedies after default.

          (e) We  express  no opinion as the  availability  of any  specific  or
     equitable relief of any kind.

          (f) The  enforcement  of any  rights may in all cases be subject to an
     implied  duty of good faith and fair dealing and to general  principles  of
     equity  (regardless  of whether  such  enforceability  is  considered  in a
     proceeding at law or in equity).

          (g) We express no opinion as to the  enforceability  of any particular
     provision  of any of the  Operative  Documents  relating  to (i) waivers of
     rights to object to  jurisdiction  or venue, or consents to jurisdiction or
     venue,  (ii)  waivers of rights to (or methods  of) service of process,  or
     rights to trial by jury, or other rights or benefits  bestowed by operation
     of law, (iii) waivers of any applicable defenses, setoffs,  recoupments, or
     counterclaims,  (iv)  waivers or  variations  of  provisions  which are not
     capable of waiver or variation under Sections 1-102,  9-602, 9-603 or other
     provisions  of the Uniform  Commercial  Code ("UCC") of the State,  (v) the
     grant of powers


                                      B-2-3
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Redwood Empire Bancorp/Placement Agreement
<PAGE>

     of attorney to any person or entity,  or (vi)  exculpation  or  exoneration
     clauses,  indemnity clauses, and clauses relating to releases or waivers of
     unmatured claims or rights.

          (h) We have made no examination  of, and no opinion is given herein as
     to the Trustee's or the Trust's title to or other  ownership  rights in, or
     the existence of any liens,  charges or encumbrances  on, or adverse claims
     against,  any asset or property  held by the  Institutional  Trustee or the
     Trust.  We express no opinion  as to the  creation,  validity,  attachment,
     perfection  or priority of any mortgage,  security  interest or lien in any
     asset or property held by the Institutional Trustee or the Trust.

          (i) We  express  no  opinion  as to the  effect of  events  occurring,
     circumstances  arising,  or changes of law becoming effective or occurring,
     after the date hereof on the matters addressed in this opinion letter,  and
     we assume no  responsibility  to inform you of additional or changed facts,
     or changes in law, of which we may become aware.

          (j) We express no opinion as to any requirement  that any party to the
     Operative Documents (or any other persons or entities  purportedly entitled
     to  the  benefits  thereof)  qualify  or  register  to do  business  in any
     jurisdiction in order to be able to enforce its rights thereunder or obtain
     the benefits thereof.

     Based upon the foregoing and subject to the limitations and  qualifications
set forth herein, we are of the opinion that:

     1. The Trust has been duly  formed and is validly  existing  as a statutory
trust under the Connecticut  Statutory Trust Act, Chapter 615 of Title 34 of the
Connecticut General Statutes, Section 500, et seq. (the "Act").

     2. The Trust Agreement  constitutes a valid and binding  obligation of U.S.
Bank  and the  Institutional  Trustee  enforceable  against  U.S.  Bank  and the
Institutional Trustee in accordance with the terms thereof.

     3. The Trust  Agreement  constitutes a valid and binding  obligation of the
Sponsor  and  the  Administrators,  enforceable  against  the  Sponsor  and  the
Administrators in accordance with its terms.

     4. The Trust has the requisite trust power and authority to (a) execute and
deliver, and to perform its obligations under, the Operative Documents,  and (b)
perform its obligations under such Operative Documents.

     5.  Each  of  the  Operative  Documents  to  which  the  Trust  is a  party
constitutes a valid and binding obligation of the Trust, enforceable against the
Trust in accordance with the terms thereof.

     6. The Capital  Securities have been duly authorized by the Trust under the
Trust Agreement, and the Capital Securities, when duly executed and delivered to
the Holders in accordance with the Trust Agreement,  the Placement Agreement and
the Subscription Agreement, will be validly issued, fully paid and nonassessable
and will evidence undivided  beneficial interests in the assets of the Trust and
will be entitled to the benefits of the Trust Agreement.

     7. The Common  Securities have been duly authorized by the Trust Agreement,
and the Common  Securities,  when duly  executed and delivered to the Company in
accordance  with  the  Trust   Agreement,   the  Placement   Agreement  and  the
Subscription Agreement and delivered and paid for in accordance therewith,  will
be validly issued,  fully paid and  nonassessable  (subject to Section 9.1(b) of
the Trust  Agreement  which  provides that the Holders of Common  Securities are
liable  for debts and



                                      B-2-4
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Redwood Empire Bancorp/Placement Agreement
<PAGE>

obligations  of the  Trust to the  extent  such  debts and  obligations  are not
satisfied  out of the Trust's  assets) and will  evidence  undivided  beneficial
interests in the assets of the Trust and will be entitled to the benefits of the
Trust Agreement.

     8.  Neither  the  execution,  delivery or  performance  by the Trust of the
Operative  Documents,   the  consummation  by  the  Trust  of  the  transactions
contemplated  thereby,  nor  compliance  by the Trust  with any of the terms and
provisions  thereof,  (a) violates the Trust  Agreement,  or, to the best of our
knowledge,  contravenes  or will  contravene  any provision of, or constitutes a
default  under,  or results in any breach of, or results in the  creation of any
lien (other than as permitted  under the Operative  Documents)  upon property of
the Trust under,  any  indenture,  mortgage,  chattel  mortgage,  deed of trust,
conditional  sales  contract,  bank loan or credit  agreement,  license or other
agreement or instrument,  in each case known to us, to which it is a party or by
which it is bound or (b) violates any applicable  State law governing the Trust,
or, to the best of our  knowledge,  any  judgment or order of any court or other
tribunal, in each case known to us, applicable to or binding on it.

     9. No consent, approval, order or authorization of, giving of notice to, or
registration  with,  or taking of any other  action  in  respect  of,  any State
governmental  authority  regulating  the Trust is  required  for the  execution,
delivery,  validity or performance  of, or the carrying out by, the Trust of any
of the transactions contemplated by the Operative Documents, other than any such
consent, approval, order, authorization,  registration,  notice or action as has
been duly obtained, given or taken.

     10. The Holders, as the beneficial holders of the Capital Securities,  will
be  entitled  to  the  same  limitation  of  personal   liability   extended  to
shareholders of domestic corporations organized under the laws of the State.

     11. Under the Trust  Agreement,  the issuance of the Capital  Securities is
not subject to preemptive rights.

     12.  Assuming  that the Trust  will not be  taxable  as a  corporation  for
federal income tax purposes,  but rather will be classified for such purposes as
a grantor trust under Subpart E, Part I of Subchapter J of the Internal  Revenue
Code of 1986, as amended, the Trust will not be subject to any tax, fee or other
government  charge under the laws of the State of  Connecticut  or any political
subdivision thereof.

     This  opinion  is  rendered  solely for the  benefit of those  institutions
listed on Schedule I hereto and their  successors and assigns in connection with
the transactions  contemplated by the Operative Documents and may not be used or
relied upon by any other person or for any other purpose.

                                Very truly yours,



                                SHIPMAN & GOODWIN LLP


                                      B-2-5
1034357.1
Redwood Empire Bancorp/Placement Agreement
<PAGE>



                                   SCHEDULE I


         U.S. Bank National Association

         FTN Financial Capital Markets

         Keefe, Bruyette & Woods, Inc.

         First Tennessee Bank National Association

         Lewis, Rice & Fingersh, L.C.

         Redwood Empire Bancorp

         Carle, Mackie, Power & Ross LLP






                                      B-2-6
1034357.1
Redwood Empire Bancorp/Placement Agreement
<PAGE>


                            EXHIBIT A TO EXHIBIT B-2

                         CERTIFICATE OF LEGAL EXISTENCE
                                 (See Tab No. 6)








                                      B-2-7
1034357.1
Redwood Empire Bancorp/Placement Agreement
<PAGE>




                                   EXHIBIT B-3

                           FORM OF TAX COUNSEL OPINION


Redwood Empire Bancorp
1111 Santa Rosa Avenue
Santa Rosa, California  95404

Redwood Statutory Trust II
c/o Redwood Empire Bancorp
1111 Santa Rosa Avenue
Santa Rosa, California  95404

FTN Financial Capital Markets
845 Crossover Lane, Suite 150
Memphis, Tennessee  38117

Keefe, Bruyette & Woods, Inc.
787 7th Avenue
4th Floor
New York, New York 10019

Ladies and Gentlemen:

         We have acted as special tax counsel to Redwood Empire Bancorp and to
Redwood Statutory Trust II in connection with the proposed issuance of (i)
Fixed/Floating Rate Capital Securities, liquidation amount $1,000.00 per Capital
Security (the "Capital Securities") of Redwood Statutory Trust II, a statutory
business trust created under the laws of Connecticut (the "Trust"), pursuant to
the terms of the Amended and Restated Declaration of Trust dated as of the date
hereof by Redwood Empire Bancorp, a California corporation (the "Company"), U.S.
Bank National Association, as institutional trustee, and Patrick W. Kilkenny,
James E. Beckwith and Dana R. Johnson, as Administrators (the "Trust
Agreement"), (ii) Junior Subordinated Deferrable Interest Debentures (the
"Corresponding Debentures") of the Company issued pursuant to the terms of an
Indenture dated as of the date hereof from the Company to U.S. Bank National
Association, as trustee (the "Indenture"), which Debentures are to be sold by
the Company to the Trust, and (iii) the Guarantee Agreement of the Company with
respect to the Capital Securities dated as of the date hereof (the "Guarantee")
between the Company and U.S. Bank National Association, as guarantee trustee.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of documents, corporate records and other instruments as we
have deemed necessary or appropriate for purposes of this opinion including (i)
the Indenture, (ii) the form of the Corresponding Debentures attached as an
exhibit to the Indenture, (iii) the Trust Agreement, (iv) the Guarantee, and (v)
the form of Capital Securities Certificate attached as an exhibit to the Trust
Agreement (collectively the "Documents"). Furthermore, we have relied upon
certain representations made by the Company and upon the opinion of Shipman &
Goodwin LLP as to certain matters of Connecticut law. In such examination, we
have assumed the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies, the authenticity of the originals of such latter
documents, the genuineness of all signatures and the correctness of all
representations made therein. We have further assumed that there are no
agreements or understandings contemplated therein other than those contained in
the Documents.

                                     B-3-1
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<PAGE>

         Based upon the foregoing, and assuming (i) that the final Documents
will be substantially identical to the forms examined, (ii) full compliance with
all the terms of the final Documents, and (iii) the accuracy of representations
made by the Company and delivered to us, we are of the opinion that:

         (a)      The Corresponding Debentures will be classified as
                  indebtedness of the Company for U.S. federal income tax
                  purposes.

         (b)      The Trust will be characterized as a grantor trust and not as
                  an association taxable as a corporation for U.S. federal
                  income tax purposes.

         The opinions expressed above are based on existing provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), existing Treasury
regulations, published interpretations by the Internal Revenue Service of the
Code and such Treasury regulations, and existing court decisions, any of which
could be changed at any time. Any such changes may or may not be retroactively
applied, and may result in federal income tax consequences that differ from
those reflected in the opinions set forth above. We note that there is no
authority directly on point dealing with securities such as the Capital
Securities or with transactions of the type described herein, and that the
authorities on which this opinion is based are subject to various
interpretations. Further, you should be aware that opinions of counsel have no
official status and are not binding on the Internal Revenue Service or the
courts. Accordingly, we can provide no assurance that the interpretation of the
federal income tax laws set forth in our opinions will prevail if challenged by
the IRS in an administrative or judicial proceeding.

         We have also assumed that each transaction contemplated herein will be
carried out strictly in accordance with the Documents. Any variance in the facts
may result in Federal income tax consequences that differ from those reflected
in the opinions set forth above.

         Additionally, we undertake no obligation to update this opinion in the
event there is either a change in the legal authorities, in the facts (including
the taking of any action by any party to any of the transactions described in
the Documents relating to such transactions) or in the Documents on which this
opinion is based, or an inaccuracy in any of the representations upon which we
have relied in rendering this opinion.

         We express no opinion with respect to any matter not specifically
addressed by the foregoing opinions, including state or local tax consequences,
or any federal, state, or local issue not specifically referred to and discussed
above including, without limitation, the effect on the matters covered by this
opinion of the laws of any other jurisdiction.

         This letter is delivered for the benefit of the specified addressees
and may not be relied upon by any other person. No portion of this letter may be
quoted or otherwise referred to in any document or delivered to any other person
or entity without the express written consent of Lewis, Rice & Fingersh, L.C.
This opinion letter is rendered as of the date set forth above.

                                Very truly yours,

                                LEWIS, RICE & FINGERSH, L.C.


                                      B-3-2
1034357.1
Redwood Empire Bancorp/Placement Agreement
<PAGE>



Lewis, Rice & Fingersh, L.C.
500 N. Broadway, Suite 2000
St. Louis, Missouri  63102
Attention:  Lawrence H. Weltman, Esq.


     Re:  Representations   Concerning  the  Issuance  of  Junior   Subordinated
          Deferrable Interest Debentures (the "Debentures") to Redwood Statutory
          Trust  II (the  "Trust")  and  Sale of Trust  Securities  (the  "Trust
          Securities") of the Trust

Ladies and Gentlemen:

     In accordance  with your request,  Redwood Empire  Bancorp (the  "Company")
hereby makes the following representations in connection with the preparation of
your opinion letter as to the United States federal income tax  consequences  of
the issuance by the Company of the  Debentures  to the Trust and the sale of the
Trust Securities.

         Company hereby represents that:

     1. The sole assets of the Trust will be the  Debentures,  any interest paid
on the Debentures to the extent not distributed,  proceeds of the Debentures, or
any of the foregoing.

     2.  The  Company  intends  to use the net  proceeds  from  the  sale of the
Debentures for general corporate purposes.

     3. The Trust was not formed to  conduct  any trade or  business  and is not
authorized to conduct any trade or business.  The Trust exists for the exclusive
purposes  of (i)  issuing  and  selling  the Trust  Securities,  (ii)  using the
proceeds from the sale of Trust Securities to acquire the Debentures,  and (iii)
engaging only in activities necessary or incidental thereto.

     4. The Trust was formed to  facilitate  direct  investment in the assets of
the Trust,  and the existence of multiple  classes of ownership is incidental to
that  purpose.  There is no intent to provide  holders of such  interests in the
Trust with diverse interests in the assets of the Trust.

     5. The Company intends to create a debtor-creditor relationship between the
Company, as debtor, and the Trust, as a creditor,  upon the issuance and sale of
the  Debentures to the Trust by the Company.  The Company will (i) record and at
all times  continue to reflect the  Debentures as  indebtedness  on its separate
books  and  records  for  financial  accounting  purposes,  and (ii)  treat  the
Debentures as indebtedness for all United States tax purposes.

     6. During each year,  the Trust's  income will  consist  solely of payments
made by the Company with respect to the  Debentures.  Such  payments will not be
derived from the active conduct of a financial  business by the Trust.  Both the
Company's  obligation to make such payments and the  measurement  of the amounts
payable by the Company are defined by the terms of the  Debentures.  Neither the
Company's  obligation to make such payments nor the  measurement  of the amounts
payable  by the  Company  is  dependent  on income or  profits of Company or any
affiliate of the Company.

     7. The Company expects that it will be able to make, and will make,  timely
payment of amounts  identified  by the  Debentures  as principal and interest in
accordance  with  the  terms  of  the  Debentures  with  available   capital  or
accumulated earnings.


                                      B-3-3
1034357.1
Redwood Empire Bancorp/Placement Agreement
<PAGE>

     8. The Company presently has no intention to defer interest payments on the
Debentures,  and it  considers  the  likelihood  of such a deferral to be remote
because,  if it were to exercise  its right to defer  payments of interest  with
respect  to the  Debentures,  it would not be  permitted  to  declare or pay any
dividends  or  distributions  on,  or  redeem,  purchase,  acquire,  or  make  a
liquidation  payment  with  respect to, any capital  stock of the Company or any
affiliate of the Company (other than payments of dividends or  distributions  to
the Company) or make any payment of principal of or interest or premium, if any,
on or repay,  repurchase,  or redeem any debt  securities  of the Company or any
affiliate of the Company that rank pari passu in all respects  with or junior in
interest to the Debentures, in each case subject to limited exceptions stated in
Section 2.11 of the Indenture to be entered into in connection with the issuance
of the Debentures.

     9.  Immediately  after the issuance of the Debentures,  the  debt-to-equity
ratio of the Company (as  determined  for  financial  accounting  purposes,  but
excluding  deposit  liabilities from the Company's debt) will be within standard
depository  institution industry norms and, in any event, will be no higher than
four to one (4 : 1).

     10. To the best of our  knowledge,  the Company is currently in  compliance
with all federal,  state, and local capital  requirements,  except to the extent
that  failure  to comply  with any such  requirements  would not have a material
adverse effect on the Company and its affiliates.

     11. The Company will not issue any class of common stock or preferred stock
senior to the Debentures during their term.

     12. The Internal Revenue Service has not challenged the interest  deduction
on any class of the  Company's  subordinated  debt in the last ten (10) years on
the basis that such debt constitutes equity for federal income tax purposes.

     The  above  representations  are  accurate  as of the date  below  and will
continue to be accurate through the issuance of the Trust Securities, unless you
are otherwise  notified by us in writing.  The undersigned  understands that you
will rely on the foregoing in connection with rendering  certain legal opinions,
and possesses the authority to make the representations set forth in this letter
on behalf of the Company.

                                Very truly yours,

                                REDWOOD EMPIRE BANCORP


Date: July 17, 2003            By:      ___________________________________

                               Title:   ___________________________________


                                      B-3-4
1034357.1
Redwood Empire Bancorp/Placement Agreement
<PAGE>



                                    EXHIBIT C
                            SIGNIFICANT SUBSIDIARIES
National Bank of the Redwoods










                                       C-1
1034357.1
Redwood Empire Bancorp/Placement Agreement
<PAGE>



                                    EXHIBIT D

                            FORM OF QUARTERLY REPORT


First Tennessee Bank National Association
845 Crossover Lane, Suite 150
Memphis, Tennessee  38117
Attention:  David Work


BANK HOLDING COMPANY
As of [March 31, June 30, September 30 or December 31], 20__

Tier 1 to Risk Weighted Assets                                    _________%

Ratio of Double Leverage                                          _________%

Non-Performing Assets to Loans and OREO                           _________%

Ratio of Reserves to Non-Performing Loans                         _________%

Ratio of Net Charge-Offs to Loans                                 _________%

Return on Average Assets (annualized)**                           _________%

Net Interest Margin (annualized)**                                _________%

Efficiency Ratio                                                  _________%

Ratio of Loans to Assets                                          _________%

Ratio of Loans to Deposits                                        _________%

Total Assets                                                     $__________

Year to Date Income                                              $__________

-------------------
*A table describing the quarterly report  calculation  procedures is provided on
page D-2

** To annualize Return on Average Assets and Net Interest Margin do the
following:
1st Quarter-multiply income statement item by 4, then divide by
balance sheet item(s)
2nd Quarter-multiply income statement item by 2,then
divide by balance sheet item(s)
3rd Quarter-divide income statement item by 3,
then multiply by 4, then divide by balance sheet item(s)
4th Quarter-should already be an annual number
NO ADJUSTMENT SHOULD BE MADE TO BALANCE SHEET ITEMS

                                       D-1
1034357.1
Redwood Empire Bancorp/Placement Agreement
<PAGE>


<TABLE>
<CAPTION>
                              Financial Definitions


<S>                     <C>                                                <C>
----------------------- -------------------------------------------------- ---------------------------------------------------
Report Item             Corresponding  FRY-9C or LP Line  Items with Line
                        Item corresponding Schedules                       Description of Calculation
----------------------- -------------------------------------------------- ---------------------------------------------------
"Tier  1  Capital"  to  BHCK7206                                           Tier  1  Risk  Ratio:   Core  Capital   (Tier  1)/
Risk Weighted Assets    Schedule HC-R                                      Risk-Adjusted Assets
----------------------- -------------------------------------------------- ---------------------------------------------------
Ratio    of     Double  (BHCP0365)/(BHCP3210)                              Total equity  investments in subsidiaries  divided
Leverage                Schedule PC  in the LP                             by  the  total  equity  capital.   This  field  is
                                                                           calculated   at   the   parent    company   level.
                                                                           "Subsidiaries"    include   bank,   bank   holding
                                                                           company, and nonbank subsidiaries.
----------------------- -------------------------------------------------- ---------------------------------------------------
Non-Performing  Assets  (BHCK5525-BHCK3506+BHCK5526-                       Total+Nonperforming Assets  (NPLs+Foreclosed
to Loans and OREO       BHCK3507+BHCK2744)/(BHCK2122+BHCK2744)             Real Estate+Other  Nonaccrual  &  Repossessed
                        Schedules HC-C, HC-M & HC-N                        Assets)/Total Loans + Foreclosed Real Estate
----------------------- -------------------------------------------------- ---------------------------------------------------
Ratio of  Reserves  to  (BHCK3123+BHCK3128)/(BHCK5525-                     Total) Loan  Loss  and  Allocated   Transfer  Risk
Non-Performing Loans    BHCK3506+BHCK5526-BHC-BHCK3507)                    Reserves/ Total  Nonperforming Loans
                        Schedules HC & HC-N                                (Nonaccrual +Restructured)
----------------------- -------------------------------------------------- ---------------------------------------------------
Ratio      of      Net  (BHCK4635-BHCK4605)/(BHCK3516)                     Net charge offs for the period as a percentage  of
Charge-Offs to Loans    Schedules HI-B & HC-K                              average loans.
----------------------- -------------------------------------------------- ---------------------------------------------------
Return on Assets        (BHCK4340/BHCK3368)                                Net Income as a percentage of Assets.
                         Schedules HI & HC-K
----------------------- -------------------------------------------------- ---------------------------------------------------
Net Interest Margin     (BHCK4519)/(BHCK3515+BHCK3365+BHCK                 (Net Interest Income Fully Taxable Equivalent,  if
                        3516+BHCK3401+BHCKB985)                            available / Average Earning Assets)
                        Schedules HI Memorandum and HC-K
----------------------- -------------------------------------------------- ---------------------------------------------------
Efficiency Ratio        (BHCK4093)/(BHCK4519+BHCK4079)                     (Noninterest   Expense)/   (Net  Interest   Income
                        Schedule HI                                        Fully  Taxable  Equivalent,   if  available,  plus
                                                                           Noninterest Income)
----------------------- -------------------------------------------------- ---------------------------------------------------
Ratio   of   Loans  to  (BHCKB528+BHCK5369)/BHCK2170)                      Total  Loans & Leases  (Net of  Unearned  Income &
Assets                  Schedule HC                                        Gross of Reserve)/ Total Assets
----------------------- -------------------------------------------------- ---------------------------------------------------
Ratio   of   Loans  to  (BHCKB528+BHCK5369)/(BHDM6631+BHD                  Total) Loans & Leases  (Net of  Unearned  Income &
Deposits                M6636+BHFN6631+BHFN6636)                           Gross  of  Reserve)/   Total  Deposits   (Includes
                        Schedule HC                                        Domestic and Foreign Deposits)
----------------------- -------------------------------------------------- ---------------------------------------------------
Total Assets            (BHCK2170)                                         The  sum  of  total  assets.   Includes  cash  and
                        Schedule HC                                        balances   due   from   depository   institutions;
                                                                           securities;  federal  funds  sold and  securities
                                                                           purchased under  agreements  to  resell;  loans  and
                                                                           lease  financing receivables;  trading  assets;
                                                                           premises  and fixed  assets; other  real  estate  owned;
                                                                           investments  in  unconsolidated subsidiaries and
                                                                           associated companies;  customer's liability on
                                                                           acceptances  outstanding;  intangible  assets;  and
                                                                           other assets.
----------------------- -------------------------------------------------- ---------------------------------------------------
Net Income              (BHCK4300)                                         The  sum of  income  (loss)  before  extraordinary
                        Schedule HI                                        items  and  other  adjustments  and  extraordinary
                                                                           items;  and  other  adjustments,   net  of  income
                                                                           taxes.
----------------------- -------------------------------------------------- ---------------------------------------------------
</TABLE>

                                       D-2
1034357.1
Redwood Empire Bancorp/Placement Agreement