Exhibit 10


                     EXECUTIVE SALARY CONTINUATION AGREEMENT


     THIS EXECUTIVE  SALARY  CONTINUATION  AGREEMENT  ("Agreement")  is made and
entered  into this 1ST day of  NOVEMBER , 1993,  by and between  REDWOOD  EMPIRE
BANCORP,  a California  corporation,  NATIONAL BANK OF THE REDWOODS,  a national
banking association  (collectively the  "Corporation"),  and PATRICK W. KILKENNY
(the "Executive").

                              W I T N E S S E T H:

     WHEREAS,  the Executive is employed by the Corporation as its PRESIDENT AND
CHIEF EXECUTIVE Officer; and

     WHEREAS,  the experience of the Executive,  his knowledge of the affairs of
the Corporation,  and his reputation and contacts in the banking industry are so
valuable  that  assurance of his  continued  service is essential for the future
growth and  profitability  of the Corporation and it is in the best interests of
the  Corporation and its  shareholders to arrange terms of continued  employment
for the Executive so as to reasonably  assure his remaining in the Corporation's
employment during his lifetime or until the age of retirement; and

     WHEREAS, it is the desire of the Corporation that the Executive's  services
be retained as herein provided; and

     WHEREAS,  the  Executive  is  willing  to  continue  in the  employ  of the
Corporation  provided  the  Corporation  agrees  to  pay  the  Executive  or his
beneficiaries  certain  benefits  in  accordance  with the terms and  conditions
hereinafter set forth;

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

                                   ARTICLE 1.

     1.1.  Beneficiary.  The term "Beneficiary" shall mean the person or persons
whom the Executive shall  designate in writing to receive the benefits  provided
hereunder.

     l.2.  Disability.  The term  "Disability"  shall  mean the same as the term
"Total Disability" as defined in that certain Disability Income Policy issued by
Royal Maccabees Life Insurance Company, Policy Number  _______________,  wherein
the  Executive  is the insured;  provided  that in the event  another  policy or
policies  are from time to time  obtained  or  substituted,  the  definition  of
"Disability"  shall  mean the same as  "Total  Disability"  in the then  current
policy.

     1.3. Named Fiduciary arid Plan Administrator. The Corporation Fiduciary and
Plan Administrator of this plan shall be the Corporation.


                                       1
<PAGE>
     1.4.  Change of  Control.  A "Change  of  Control"  shall be deemed to have
occurred if (i) a tender offer shall be made and  consummated  for the ownership
of 25% or more of the outstanding voting securities of the Corporation; (ii) the
Corporation shall be merged or consolidated with another bank or corporation and
as a result of such  merger or  consolidation  less than 75% of the  outstanding
voting  securities of the surviving or resulting  bank or  corporation  shall be
owned in the aggregate by the former shareholders of the Corporation, other than
affiliates  (within the meaning of the  Securities  Exchange Act of 1934) of any
party  to  such  merger  or  consolidation,  as  the  same  shall  have  existed
immediately prior to such merger or  consolidation,  (iii) the Corporation shall
sell substantially all of its assets to another bank or corporation which is not
a wholly owned subsidiary; or (iv) a person, within the meaning of Section 3 (a)
(9) or of Section 13(d) (3) (as in effect on the date hereof) of the  Securities
Exchange  Act of  1934,  shall  acquire  25% or more of the  outstanding  voting
securities of the Corporation  (whether directly,  directly,  beneficially or of
record).  For purposes  hereof,  ownership of voting  securities shall take into
account and shall include  ownership as determined by applying the provisions of
Rule 13d-3(d)(1)(i) (as in effect on the date hereof) pursuant to the Securities
Exchange Act of 1934.

     1.5 Cause.  The term  "Cause"  shall mean any act of  embezzlement,  fraud,
breach of fiduciary duty,  dishonesty,  deliberate or repeated  disregard of the
policies  and rules of the  Corporation  as adopted by the Board of Directors of
the  Corporation,  unauthorized use or disclosure of any of the trade secrets or
confidential  information of the Corporation,  competition with the Corporation,
inducement  of any  customer of the  Corporation  to breach a contract  with the
Corporation,  inducement of any principal for whom the Corporation acts as agent
to terminate such agency relationship,  gross negligence adversely impacting the
Corporation, willful breach of this Agreement, or any other willful misconduct.

                                   ARTICLE 2.

     2.1.  Employment.  The  Corporation  agrees to employ the Executive in such
capacity as the Corporation may determine from time to time. The Executive shall
continue in the employ of the  Corporation in such capacity and with such duties
and  responsibilities  as may be assigned to him, and with such  compensation as
may  be  determined  from  time  to  time  by  the  Board  of  Directors  of the
Corporation. Notwithstanding anything herein to the contrary, except a Change of
Control,  Corporation may transfer an Executive to one of its subsidiaries  from
another  subsidiary  from  time to time,  provided,  however,  that  Executive's
compensation, position or responsibilities shall not be diminished.

     2.2.  Full  Efforts.  Executive  shall  devote his full  business  time and
efforts to the business and affairs of the  Corporation  or the successor to the
Corporation  by which  Executive is then  employed  pursuant to this  Agreement;
provided,  however,  this  provision  shall not preclude  Executive,  with prior
approval of the Corporation, from serving as a director or member of a committee
of any other organization  involving no conflict of interests with the interests
of the Corporation,  from engaging in charitable and community  activities,  and
from managing his personal  investments,  provided  that such  activities do not
interfere with the regular performance of his duties and responsibilities to the
Corporation.

     2.3. Fringe Benefits.  The salary  continuation  benefits  provided by this
Agreement are granted by the  Corporation  as a fringe  benefit to the Executive
and are not part of any salary  reduction  plan or any  arrangement  deferring a
bonus or a salary  increase.  The  Executive  has no option to take any  current
payment or bonus in lieu of these salary continuation benefits.


                                       2
<PAGE>

                                  ARTICLE 3.

     3.1.  Retirement.  If the Executive shall continue in the employment of the
Corporation  until he attains  the age of  sixty-five  (65),  he may retire from
active  daily  employment  as of  the  first  day of the  month  next  following
attainment  of age  sixty-five  (65) or upon such later date as may be  mutually
agreed upon by the Executive and the Corporation ("Retirement Date").

     3.2 Payment.  The Corporation agrees that upon such Retirement Date it will
pay to the  Executive  the annual  benefit of  Sixty-six  Thousand  One  Hundred
Seventy-Five ($66,175) ("Annual Benefit"); adjusted upward initially at the rate
of four (4)  percent  per year  from the date of this  Agreement,  payable  on a
monthly basis on the first day of each month  following such Retirement Date for
a period of one hundred  eighty  (180)  months,  subject to the  conditions  and
limitations  set forth in this Agreement.  The rate of the annual  adjustment of
the Annual Benefit shall be reviewed every two years on the anniversary  date of
this Agreement (or as soon  thereafter as practicable)  and may be amended,  but
not adjusted  downward below four (4) percent.  However,  the Corporation is not
obligated hereunder to make any such adjustment.

     3.3. Death After Retirement.  The Corporation  agrees that if the Executive
dies after the Retirement Date but shall die before receiving the full amount of
monthly  payments to which he is entitled under this Agreement,  the Corporation
will  continue  to make such  monthly  payments  to the  Executive's  designated
Beneficiary for the remaining period. If a valid Beneficiary  Designation is not
in effect, the payments shall be made to the Executive's surviving spouse or, if
none, said payments shall be made to the duly qualified personal representative,
executor or administrator of Executive's estate.

     3.4 Early Retirement.  Executive shall be entitled to early retirement when
he attains age fifty--five (55) and has completed fifteen (15) years of service.
In the event that Executive  chooses to retire early at age fifty--five (55) but
before  his  Retirement  Date,  he shall be vested in and shall be  entitled  to
receive the annual  benefit set forth in Section 3.2  according  to the schedule
set forth below.


                                                               Percentage of
   Age at Early Retirement                                    Vested Benefit
   -----------------------                                    --------------
    55  years                                                       25%
    56  years and    3 months                                       30%
    57  years and    6 months                                       35%
    58  years and    9 months                                       40%
    60  years                                                       50%
    61  years                                                       60%
    62  years                                                       70%
    63  years                                                       80%
    64  years                                                       90%




                                       3
 <PAGE>

                                  ARTICLE 4.


     4.1. Death Prior to Retirement. In the event the Executive should die while
employed by the  Corporation  at any time after the date of this  Agreement  but
prior to his Retirement Date, the Corporation  shall pay a yearly benefit of ONE
HUNDRED THIRTY-FOUR  THOUSAND AND FIFTY-EIGHT  DOLLARS ($134,058),  payable on a
monthly basis to the  Executive's,  designated  Beneficiary  for a period of one
hundred  eighty  (180)  months.  If a valid  Beneficiary  Designation  is not in
effect,  the payments shall be made to the Executive's  surviving  spouse or, if
none, said payments shall be made to the duly qualified personal representative,
executor or administrator of Executive's estate. The said monthly payments shall
begin  the  first  day of the  month  following  the  month of the  death of the
Executive.   Provided,  however,  that  anything  hereinabove  to  the  contrary
notwithstanding, no death benefit shall be payable hereunder if it is determined
that the Executive's death was caused by suicide.

     4.2.  Disability Prior to Retirement.  In addition to the benefits pursuant
to Section 3.2 hereof,  in the event the Executive  should become Disabled while
actively  employed  by the  Corporation  at any  time  after  the  date  of this
Agreement but prior to his  Retirement  Date,  the  Executive  shall receive his
current  salary for an  additional  period of TWELVE ( 12 ) months.  Said amount
shall be paid to the Executive on a monthly basis  beginning on the first day of
the month after the Executive has become Disabled.

                                   ARTICLE 5.

     5.1.  Termination of Employment  for Cause.  The  Corporation  reserves the
right to  terminate  the  employment  of the  Executive at any time prior to his
Retirement  Date for Cause.  In the event that the  employment  of the Executive
shall be terminated  prior to the Executive's  Retirement  Date for Cause,  then
this Agreement shall  terminate upon the date of such  termination of employment
and  Executive  shall not be entitled to any  payments  pursuant to the terms of
this Agreement.

     5.2 Termination of Employment  Without Cause. The Corporation  reserves the
right to terminate  the  employment  of the  Executive  at anytime  prior to his
Retirement  Date  without  Cause or  Executive  may  choose to  resign  from his
employment  with  the  Corporation.  In the  event  that the  employment  of the
Executive shall be terminated  without Cause or if Executive shall resign before
Executive's  Retirement  Date,  then Executive  shall be entitled to receive the
Accrued Salary  Continuation  Liability for the appropriate  Plan Year,  payable
within thirty (30) days of the last day of Executive's employment.

          5.3 Termination of Employment As a Result of a Change of Control.
Anything hereinabove to the contrary notwithstanding, if within two (2) years of
a Change of Control of the Corporation (i) the Executive's employment with the
Corporation is terminated; (ii) Executive's annual compensation and benefits are
reduced from their levels on the date of a Change of Control of the Corporation;
or (iii) Executive's duties, responsibilities and authority are reduced from
those of his current position or those of the position then held by the
Executive on the date of the Change of Control of the Corporation; then he shall
be entitled to receive the greater of two (2) times the Executive's current
annual salary or the Accrued Salary Continuation Liability for the appropriate
Plan Year.

                                       4
<PAGE>

                                   ARTICLE 6.

     6.1.  Termination of Agreement by Reason of Change in Law. The  Corporation
is entering into this Agreement upon the  assumption  that certain  existing tax
laws will be continued in effect in  substantially  their  current  form. In the
event  of any  changes  in  such  federal  laws  which  materially  affect  this
Agreement,  the  corporation  shall have the option to  terminate or modify this
Agreement,  however,  in the event that the new or modified  agreement is not at
least as beneficial to Executive as this Agreement, then Executive shall then be
paid the Accrued Salary  Continuation  Liability for the appropriate  Plan Year.
The payment of said amount shall be made upon such terms and  conditions  and at
such time as the Corporation  shall determine,  but in no event commencing later
than the Executive's Retirement Date.


                                   ARTICLE 7.

     7.1.  Nonassignable.  Neither  the  Executive,  his  spouse,  nor any other
Beneficiary  under this  Agreement  shall  have any power or right to  transfer,
assign,  anticipate,   hypothecate,  mortgage,  commute,  modify,  or  otherwise
encumber in advance any of the benefits payable hereunder, nor shall any of said
benefits  be subject to seizure for the  payment of any,  judgments,  alimony or
separate  maintenance,  owed by the Executive or his beneficiary or any of them,
or be transferable by operation of law in the event of bankruptcy, insolvency or
otherwise.

                                   ARTICLE 8.

     8.1. Claims Procedure.  The Corporation shall make all determinations as to
rights to benefits under this Agreement. Any decision by the Corporation denying
a claim by the Executive or his  Beneficiary  for benefits  under this Agreement
shall be stated in writing  and  delivered  or mailed to the  Executive  or such
Beneficiary.  Such decision shall set forth the specific reasons for the denial,
written to the best of the  Corporation's  ability in a manner  calculated to be
understood  without legal or actuarial  counsel.  In addition,  the  Corporation
shall provide a reasonable  opportunity to the Executive or such Beneficiary for
full and fair review of the decision denying such claim.

                                   ARTICLE 9.

     9.1. Unsecured General Creditor.  The Executive's rights are limited to the
right to receive  payments  as provided in this  Agreement  and the  Executive's
position  with respect  thereto is that of a general  unsecured  creditor of the
Corporation.

                                   ARTICLE 10.

     10.1.  Reorganization.  The Corporation  shall not voluntarily  engage in a
Change of  Control  of the  Corporation  unless  and until  such  succeeding  or
continuing  corporation,  firm or  person  agrees to assume  and  discharge  the
obligations of the Corporation under this Agreement. Upon the occurrence of such
event, the term "Corporation" as used in this Agreement shall be deemed to refer
to such successor or survivor corporation, firm or person.


                                       5
<PAGE>

                                   ARTICLE 11.

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

                                   ARTICLE 12.

     12.1.  Liquidated  Damages.  The parties hereto,  before entering into this
Agreement,  have been concerned with the fact that  substantial  damages will be
suffered by  Executive in the event that the  Corporation  shall fail to perform
according to this Agreement.  In the event of nonperformance by the Corporation,
Executive shall be entitled to liquidated  damages of $2,500.00 for each payment
due hereunder which is not made by the Corporation  within  forty-five (45) days
of the date such payment was scheduled to have been made.  This provision  shall
not be  applicable  in the  event  that  such  nonpayment  is  the  result  of a
prohibition  of such payment by law,  regulation  or order of a bank  regulatory
agency.

                                   ARTICLE 13.

     13.1.  Successors and Assigns;  Assignment.  The rights and  obligations of
this Agreement shall be binding upon and inure to the benefit of the successors,
assigns, heirs and personal representatives of the parties hereto. Executive may
not assign this Agreement or any of Executive's rights hereunder except with the
prior written consent of the Corporation.

     13.2.  Severability.  If any  provision  of this  Agreement,  as applied to
either  party  or to any  circumstances,  is  judged  by a  court  to be void or
unenforceable,  in whole or in part,  the same  shall in no way affect any other
provision of this  Agreement,  the  application  of such  provision in any other
circumstances, or the validity or enforceability of this Agreement.

     13.3.  Applicable  Law;  Jurisdiction  and Venue.  This  Agreement  and all
matters or issues  collateral  hereto shall be governed by the laws of the State
of California applicable to contracts performed entirely therein.  Executive and
Corporation each consent to the jurisdiction of, and any action  concerning this
Agreement  shall be brought and tried in, the United States  District  Court for
the Northern  District of California or the Superior or Municipal  Court for the
County of Sonoma.

     13.4. Waiver. A waiver by either party of any of the terms or conditions of
this  Agreement  in any one  instance  shall not be deemed or  construed to be a
waiver of such terms or conditions for the future,  or of any subsequent  breach
thereof.  All  remedies,  rights,  undertakings,   obligations,  and  agreements
contained in this Agreement  shall be  cumulative,  and none of them shall be in
limitation of any other remedy, right,  undertaking,  obligation or agreement of
either party.

     13.5.  Attorneys'  Fees. If any legal action or other proceeding is brought
for the enforcement of this Agreement, or because of an alleged dispute, breach,
default, or  misrepresentation  in connection with any of the provisions of this
Agreement,  the  successful or prevailing  party or parties shall be entitled to
recover  reasonable  attorneys'  fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be entitled.


                                       6
<PAGE>

     13.6. Heading.  The headings in this Agreement are for convenience only and
shall  not in any  manner  affect  the  interpretation  or  construction  of the
Agreement or any of its provisions.

     13.7.  Notice.  Any notice or other  communication  to be given  under this
Agreement shall be in writing and shall be deemed to have been duly given on the
date of service if personally  served, or if mailed,  upon deposit in the United
States mail, first class postage prepaid,  express or certified,  return receipt
requested,  and properly addressed to the parties as follows: if to Executive at
his last address shown in the Corporation's records; if to Corporation at:

                                   Redwood Empire Bancorp
                                   111 Santa Rose Avenue
                                   Santa Rosa, California 95404
                                   Attention:  Corporate Secretary

Either party may designate a new address for purpose of this Section 13.7. by
giving the other notice of the new address as provided herein.


///

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                                       7
<PAGE>



     IN WITNESS  WHEREOF,  the  Corporation has caused this Agreement to be duly
executed by its proper  officer and the  Executive  has hereunto set his hand at
Santa Rosa, California, on the day and year first above written.


                                    REDWOOD EMPIRE BANCORP, INC.

                                    By:      /s/ John H.Downey Jr.
                                             ---------------------------

                                    Its:     Chairman



                                    NATIONAL BANK OF THE REDWOODS

                                    By:      /s/ John H. Downey Jr.
                                             --------------------------

                                    Its:     Chairman



                                    EXECUTIVE

                                    /s/ Patrick W. Kilkenny
                                    -----------------------------------
                                    PATRICK W. KILKENNY







                                       8
<PAGE>



         FIRST AMENDMENT TO THE EXECUTIVE SALARY CONTINUATION AGREEMENT


         THIS FIRST AMENDMENT TO THE EXECUTIVE SALARY CONTINUATION AGREEMENT
("Amendment") is made and entered into this 25th day of April, 1996, by and
between REDWOOD EMPIRE BANCORP, a California Corporation, and NATIONAL BANK OF
THE REDWOODS, a National Banking Association (collectively the "Corporation"),
and Patrick W. Kilkenny (the "Executive").

                                   WITNESSETH:

          WHEREAS, the Executive is employed by the Corporation as its Chief
Executive Officer; and

          WHEREAS, the Executive and the Corporation are parties to an agreement
dated November 1, 1993, that is designated as the "Executive Salary Continuation
Agreement" (the "Agreement");

          WHEREAS, it is the desire of the Corporation and the Executive that
the terms of the Agreement be modified as herein provided; and

          WHEREAS, the Executive is willing to continue in the employ of the
Corporation provided the Corporation agrees to the modification to the Agreement
according to the terms and conditions of the Amendment as hereinafter set forth;

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

          1.      Section 5.3 of Article 5 is amended to read as follows:

                  "5.3. Voluntary Termination. Notwithstanding anything herein
                  to the contrary, in the event of a Change of Control,
                  Executive shall have ninety (90) days from the date of
                  Executive's receipt of written notice from the Corporation
                  notifying Executive of the occurrence of the Change of Control
                  ("Election Period") within which to elect to terminate
                  employment. If Executive elects to terminate employment within
                  the Election Period, this Agreement and his/her employment
                  shall terminate on the date that Executive gives notice of the
                  election to terminate and the Corporation shall pay him/her
                  the payment provided for in this Section 5.3 ("Separation
                  Payment"). The Separation Payment shall be equal to one (1)
                  times Executive's annual base salary then in effect at the
                  time of the Change of Control, payable to Executive no later
                  than one (1) business day after the termination of employment.
                  Executive shall not be entitled to any other payments under
                  Article 5 if he/she elects to receive the Separation Payment."

                                       9
<PAGE>

         2.       Article 5 of the Agreement is amended by the addition of the
                  following section:

                  "5.4. Payment Resulting From a Change of Control. If, within
                  two (2) years of a Change of Control, (i) Executive's
                  employment with the Corporation is terminated; (ii)
                  Executive's annual compensation and/or the Executive's fringe
                  benefits are reduced by ten percent (10%) or more from the
                  levels in effect on the date of the Change of Control; or
                  (iii) Executive's duties, responsibilities and authority are
                  materially modified from those of his/her current position or
                  those of the position that he/she held on the date of the
                  Change of Control; then Executive shall receive one (1) times
                  Executive's current annual base salary or the annual base
                  salary in effect on the date of the Change of Control,
                  whichever is greater, ("Control Payment") payable in one (1)
                  lump sum within sixty (60) days after the occurrence of the
                  event triggering the payment herein. Executive shall be
                  entitled to receive only ohe (1) Control Payment under the
                  terms of this Article 5 and hereby waives all other claims
                  arising out of the events triggering the payment of the
                  Control Payment. For purposes of this Agreement, a material
                  modification to Executive's duties, responsibilities, and
                  authority shall mean a change in reporting relationship of two
                  (2) or more levels in the line of the organization."

         3.       The Agreement is hereby ratified and approved by Executive
                  and the Corporation as modified herein.


         IN WITNESS WHEREOF, the Corporation has caused this Amendment to be
duly executed by its proper officer and Executive has hereunto set his hand at
Santa Rosa, California, on the day and year first above written.

                                      CORPORATION

                                      REDWOOD EMPIRE BANCORP,
                                      A California Corporation

                                      By: /s/ Tom D. Whitaker
                                          -----------------------
                                      Its:  Chairman of the Board
                                            ---------------------

                                      NATIONAL BANK OF THE REDWOODS, A National
                                      Banking Association

                                      By:________________________
                                      Its:_______________________

                                      EXECUTIVE

                                      /s/ Patrick W. Kilkenny
                                      --------------------------


                                       10
<PAGE>


         SECOND AMENDMENT TO THE EXECUTIVE SALARY CONTINUATION AGREEMENT


         THIS SECOND AMENDMENT TO THE EXECUTIVE SALARY CONTINUATION AGREEMENT
("Amendment") is made and entered into this 16th day of November, 1999, by and
between REDWOOD EMPIRE BANCORP, a California Corporation, and NATIONAL BANK OF
THE REDWOODS, a National Banking Association (collectively the "Corporation"),
and Patrick W. Kilkenny (the "Executive").

WITNESSETH:

          WHEREAS, the Executive is employed by the Corporation as its Chief
Executive Officer; and

          WHEREAS,  the  Executive  and the  Corporation  are parties to an
agreement dated November 1, 1993, that is designated as the "Executive Salary
Continuation Agreement" (the "Agreement");

          WHEREAS,  it is the desire of the  Corporation  and the Executive
that the terms of the Agreement be modified as herein provided; and

          WHEREAS, the Executive is willing to continue in the employ of the
Corporation provided the Corporation agrees to the modification to the Agreement
according to the terms and conditions of the Amendment as hereinafter set forth;

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

         1.       Section 5.3 of Article 5 is amended to read as follows:

                         "5.3. Voluntary Termination.  Notwithstanding  anything
                    herein to the contrary, in the event of a Change of Control,
                    Executive  shall  have  ninety  (90)  days  from the date of
                    Executive's  receipt of written notice from the  Corporation
                    notifying  Executive  of the  occurrence  of the  Change  of
                    Control  ("Election   Period")  within  which  to  elect  to
                    terminate  employment.  If  Executive  elects  to  terminate
                    employment  within the Election  Period,  this Agreement and
                    his/her   employment   shall  terminate  on  the  date  that
                    Executive  gives notice of the election to terminate and the
                    Corporation  shall pay him/her the payment  provided  for in
                    this  Section 5.3  ("Separation  Payment").  The  Separation
                    Payment shall be equal to two (2) times  Executive's  annual
                    base  salary  then in  effect  at the time of the  Change of
                    Control, payable to Executive no later than one (1) business
                    day after the termination of employment. Executive shall not
                    be entitled to any other  payments under Article 5 if he/she
                    elects to receive the Separation Payment."



                                       11
<PAGE>

         2.         Article 5 of the Agreement is amended by the addition of
                    the following section:

                         "5.4.  Payment Resulting From a Change of Control.  If,
                    within two (2) years of a Change of Control, (i) Executive's
                    employment   with  the   Corporation  is  terminated;   (ii)
                    Executive's  annual   compensation  and/or  the  Executive's
                    fringe  benefits  are reduced by ten  percent  (10%) or more
                    from the  levels  in  effect  on the date of the  Change  of
                    Control; or (iii) Executive's duties,  responsibilities  and
                    authority  are  materially  modified  from  those of his/her
                    current  position or those of the position  that he/she held
                    on the date of the Change of Control;  then Executive  shall
                    receive two (2) times Executive's current annual base salary
                    or the  annual  base  salary  in  effect  on the date of the
                    Change of Control, whichever is greater, ("Control Payment")
                    payable in one (1) lump sum within sixty (60) days after the
                    occurrence  of the  event  triggering  the  payment  herein.
                    Executive  shall be entitled to receive only one (1) Control
                    Payment  under the terms of this Article 5 and hereby waives
                    all other claims  arising out of the events  triggering  the
                    payment  of  the  Control  Payment.  For  purposes  of  this
                    Agreement,  a material  modification to Executive's  duties,
                    responsibilities,  and  authority  shall  mean a  change  in
                    reporting relationship of two (2) or more levels in the line
                    of the organization."

         3.         The Agreement is hereby ratified and approved by Executive
                    and the Corporation as modified herein.

         IN WITNESS WHEREOF, the Corporation has caused this Amendment to be
duly executed by its proper officer and Executive has hereunto set his hand at
Santa Rosa, California, on the day and year first above written.



                                     CORPORATION

                                     REDWOOD EMPIRE BANCORP,
                                     A California Corporation

                                     By:      /s/ Tom D. Whitaker
                                        --------------------------------

                                     Its:    Chairman of the Board
                                         -------------------------------

                                     NATIONAL BANK OF THE REDWOODS,
                                     A National Banking Association

                                     By:    /s/ Tom D. Whitaker
                                        --------------------------------

                                     Its:  Chairman of the Board
                                         -------------------------------

                                     EXECUTIVE

                                     /s/ Patrick W. Kilkenny
                                     -----------------------------------


                                       12
<PAGE>



         THIRD AMENDMENT TO THE EXECUTIVE SALARY CONTINUATION AGREEMENT

     THIS  THIRD  AMENDMENT  TO  THE  EXECUTIVE  SALARY  CONTINUATION  AGREEMENT
("Amendment")  is made and  entered  into this 21st of March 2001 by and between
REDWOOD  EMPIRE  BANCORP,  a California  Corporation,  and NATIONAL  BANK OF THE
REDWOODS, a National Banking Association  (collectively the "Corporation"),  and
Patrick W. Kilkenny (the "Executive").

                                   WITNESSETH:

     WHEREAS,  the  Executive  is  employed  by the  Corporation  as  its  Chief
Executive Officer; and

     WHEREAS,  the  Executive  and the  Corporation  are parties to an agreement
dated November 1, 1993, that is designated as the "Executive Salary Continuation
Agreement" (the "Agreement");

     WHEREAS,  it is the desire of the  Corporation  and the Executive  that the
terms of the Agreement be modified as herein provided; and

     WHEREAS;  the  Executive  is  willing  to  continue  in the  employ  of the
Corporation provided the Corporation agrees to the modification to the Agreement
according to the terms and conditions of the Amendment as hereinafter set forth;

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

          1.      Section 1.4 of Article 1 is amended to read as follows:

                  "1.4 Change of control. A "Change of Control" shall be deemed
                  to have occurred if (i) a tender offer shall be made and
                  consummated for the ownership of fifty-one percent (51%) or
                  more of the outstanding voting securities of the corporation;
                  (ii) the Corporation shall be merged or consolidated with
                  another bank or corporation and as a result of such merger or
                  consolidation less than seventy-five percent (75%) of the
                  outstanding voting securities of the surviving or resulting
                  bank or corporation shall be owned in the aggregate by the
                  former shareholders of the Corporation, other than affiliates
                  (within the meaning of the Securities Exchange Act of 1934) of
                  any party to such merger or consolidation, as the same shall
                  have existed immediately prior to such merger or
                  consolidation; (iii) the Corporation shall sell substantially
                  all of its assets to another bank or corporation which is not
                  a wholly owned subsidiary; or (iv) a person, within the
                  meaning of Section 3 (a) (9) or of Section 13 (d) (3) (as in
                  effect on the date hereof) of the Securities Exchange Act of
                  1934, shall acquire fifty-one (51%) or more of the
                  outstanding voting securities of the Corporation (whether
                  directly, indirectly, beneficially or of record). For purposes
                  hereof, ownership of voting securities shall take into account
                  and shall include ownership as determined by applying the
                  provisions of Rule 13d-3 (d) (1) (I)


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<PAGE>


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3-21-01




                  (as in effect on the date hereof) pursuant to the Securities
                  Exchange Act of 1934."

          2.      Section 5.4 of Article 5 is amended to read as follows:

                  "5.4 Payment resulting from a change of control. If, within
                  two (2) years of a Change of Control, (i) Executive's
                  employment with the Corporation is terminated; and (ii)
                  Executive's annual compensation and/or the Executive's fringe
                  benefits are reduced by ten (10%) or more from the levels in
                  effect on the date of the Change of Control; or (iii)
                  Executive's duties, responsibilities and authority are
                  materially modified from those of his/her current position or
                  those of the position that he/she held on the date of the
                  Change of Control; or (iv) Executive is required to relocate
                  to work at a location more than 30 miles from his present
                  office location on the date of the change of control; then the
                  Executive shall receive two (2) times Executive's current
                  annual base salary or the annual base salary in effect on the
                  date of the Change of Control, whichever is greater, ("Control
                  Payment") payable in one (1) lump sum within sixty (60) days
                  after the occurrence of the event triggering the payment
                  herein. Executive shall be entitled to receive only one (1)
                  Control Payment under the terms of this Article 5 and hereby
                  waives all other claims arising out of the events triggering
                  the payment of the Control Payment. For purposes of this
                  Agreement, a material modification to Executive's duties,
                  responsibilities, and authority shall mean a change in
                  reporting relationship of two (2) or more levels in the line
                  of the organization."

          3.      The Agreement is hereby ratified and approved by Executive
                  and the Corporation as modified herein.


     IN WITNESS  WHEREOF,  the  Corporation has caused this amendment to be duly
executed by its proper  officer and Executive has hereunto set his hand at Santa
Rosa, California, on the day and year first above written.



                                         CORPORATION

                                         REDWOOD EMPIRE BANCORP,
                                         A California Corporation

                                         By: /s/ Gregory J. Smith
                                            -------------------------------

                                         Its: Chairman of the Board
                                             ------------------------------





                                      14
<PAGE>




Page3 of 3 for Third Amendment to the Executive Salary Continuation Agreement
3-21-01



                                         NATIONAL BANK OF THE REDWOODS,
                                         A National Banking Association

                                         By: /s/ Patrick W. Kilkenny
                                            -----------------------------

                                         Its: Chairman of the Board
                                             ----------------------------

                                         EXECUTIVE

                                         /s/ Patrick W. Kilkenny
                                         --------------------------------









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