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                                  Exhibit 10.20
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                             COMPENSATION AGREEMENT


This agreement is made effective on January 1, 1997 between Redwood Empire
Bancorp and/or its subsidiaries ("Employer") and Patrick W. Kilkenny
("Executive").

Employer desires to establish a Compensation Agreement, and Executive desires to
have said Compensation Agreement for the period and under the terms and
conditions set forth in this document.  Therefore, in consideration of the
mutual covenants and conditions contained in this agreement, the parties agree
to the following:

1.  COMPENSATION

Employer agrees to pay Executive a base salary of $205,000 per year, in
consideration for all services rendered (including services provided to other
affiliated subsidiaries).  The salary shall be payable in equal installments, in
accordance with the Employer's usual payroll cycle.  In consideration for this
Agreement, Employer agrees to increase Executive's compensation annually in an
amount not to exceed three percent (3%) of the base compensation.  This increase
will be based on acceptable performance of the Executive and the institution, as
determined by the Employer's Board of Directors.  No increase will be received
if the Executive has any active informal or formal written corrective action.
This increase will also not occur if salary increases for the general staff
members have been discontinued.  The base compensation will adjust each year to
be inclusive of the increase and become the adjusted base for calculating the
increase in the following year.  (It is the intent of the Employer to maintain
an Executive Compensation Program which is based upon the concept of pay for
performance).  Executive may also receive other salary increases, incentive
compensation and/or bonuses at the discretion of the Employer's Board of
Directors.

2.  NOT A CONTRACT OF EMPLOYMENT

This agreement is not to be construed as an Employment Agreement.  The Employer
is a National Bank which employs its executives under the National Bank Act.
The Employer is an at will employer.  This agreement does not 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/her employment.

3.  TERM

The term of this Agreement shall be for one (1) year, terminating December 31,
1997.  However, nothing in this Agreement should be interpreted as modifying
Employer's policy of at-will employment.  Employer shall have the right to
terminate the Agreement at any time in accordance with the provisions of Section
Six.  If this Agreement is terminated in such manner, all rights and duties of
Executive and Employer per this Agreement shall end. "Term" shall refer to the
entire period of employment of Executive by Employer, whether for the period
described above, whether terminated earlier, or extended by mutual agreement.
Notice of intent to extend and/or renegotiate the


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Agreement may be given to Executive by Employer at least six months prior to the
end of the term.

Employer and Executive agree that this document contains the entire
understanding and agreement between them regarding the term of employment.  The
at-will nature of this employment cannot be amended or supplemented in any
respect except by further written agreement.

4.  EXPENSES AND REIMBURSEMENT

Employer agrees to reimburse Executive for all ordinary and necessary expenses
incurred by Executive on behalf of Employer, including meetings and seminars,
meals, travel and entertainment expenses. Executive will use a personal car for
business purposes, or Employer will provide a company vehicle, at Employer's
discretion.  If Executive's own vehicle is used,  Employer will provide either
mileage or a monthly car allowance of $ (N/A), at Employer's discretion.    All
costs of such automobile, including operation, maintenance and insurance, shall
be born by Executive.  If a company vehicle is provided, all reasonable company-
related automobile expenses will be covered by Employer.

5.   EMPLOYEE BENEFITS

Employer will provide Executive with all employee benefits afforded all other
employees, as outlined in the Employer's Employee Handbook, and other employee
communications.  Except as may be stated in this Agreement, Executive is subject
to the same changes in benefits and other related plans (additions,
modification, deletions) as every other employee of Employer.

Executive may also be eligible for participation in an Employer Stock Option
Plan and/or Executive Salary Continuation Plan, as determined by the appropriate
Board of Directors.  These would be separate and stand-alone Agreements, and not
part of this Compensation Agreement.

6.  TERMINATION

Employer has the right to terminate this agreement for any of the following
reasons, by providing written notice to Executive:

a)   Willful breach of or habitual neglect of or failure to perform or inability
     to perform the Executive's duties and obligations, as determined by
     Employer;

b)   Conduct constituting a crime involving moral turpitude, illegal conduct or
     conviction of a felony as determined by the Employer's legal counsel, or
     any conduct detrimental to the interests of Employer as determined by the
     Board of Directors;

c)   Physical or mental disability rendering Executive incapable of performing
     the duties for which they are employed for a consecutive period of 180
     days, or by death; or


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d)   Determination by the Board that the continued employment of Executive is
     detrimental to the best interests of Employer, or for any reason whatsoever
     as determined by the Board and in the sole and absolute discretion of the
     Board.

A change in job duties (including transfer to a different subsidiary) will not
constitute termination within this agreement.

Executive shall provide thirty days notice, in writing, in the event he
voluntarily terminates his employment.

7.  CHANGE OF CONTROL

This Agreement shall not be terminated by the dissolution of Employer.  However,
in the event proceedings for liquidation are commenced by the regulatory
authorities, this Agreement and all related rights and benefits shall terminate.
In the event of any merger or consolidation where Employer is not the surviving
or resulting corporation, or upon transfer of all or substantially all of the
assets of Employer, Executive shall be paid in accordance with the Executive
Salary Continuation Agreement (if such agreement is applicable), which is a
stand alone benefit program and not an Employment Agreement.  This payment, if
applicable, shall be considered to be in full and complete satisfaction of any
and all rights which Executive may enjoy under the terms of this Agreement
except for rights, if any, provided for in other written agreements with
Employer.

8. RETURN OF DOCUMENTS

Executive agrees that all manuals, documents, programs, files, reports, studies,
instruments or other materials used and/or developed by Executive during the
term of  employment are the sole property of Employer.  Upon termination of this
Agreement, Executive or a representative shall promptly deliver all such
property to Employer, in good condition.

9. NOTICES

Any notice or other communication required or permitted by this Agreement shall
be considered to be properly given when personally served in writing, when
delivered via  the U.S. mail, or when communicated via facsimile, addressed as
follows:

To Employer:                       To Executive:

Redwood Empire Bancorp             Patrick W. Kilkenny
111 Santa Rosa Avenue              111 Santa Rosa Avenue
Santa Rosa, CA   95404             Santa Rosa, CA   95404
Attn:  Board of Directors

10.  APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of
the State of California, except to the extent governed by the laws of the United
States.


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11.  PARAGRAPH HEADINGS

Paragraph headings used in this Agreement are for convenience only, and are not
a part of this Agreement and shall not be used in construing it.

12.  INVALID PROVISIONS

If any provision of this Agreement is, for any reason, declared invalid, void or
unenforceable, the remaining portions shall continue in full force without being
affected in any way.

13.  CONFIDENTIALITY

This agreement is to be held confidential.  Breach of this confidentiality by
Executive will make them subject to termination under this Agreement.

14.  ARBITRATION

If any disputes arise under this Agreement, the parties will first make a good
faith attempt at mediation.  If this attempt is not successful, any remaining
controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled pursuant to an arbitration agreement to be entered
into by the parties.  In the event there is no arbitration agreement, the rules
of judicial arbitration will be used.  Judgment upon the award rendered by the
arbitrator(s) may be entered into any court having jurisdiction.

15.  LEGAL COSTS

If either party commences an action against the other party arising out of or in
connection with this Agreement, the prevailing party shall be entitled to have
and recover reasonable attorney's fees and costs of suit or arbitration from the
losing party.  If an arbitration agreement is in place, costs will be covered
per that agreement.    If a mediator is used, the parties will share said costs.



REDWOOD EMPIRE BANCORP             EXECUTIVE


By: s/s Tom Whitaker                    /s/ Patrick W. Kilkenny
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Tom Whitaker                            Patrick W. Kilkenny
Chairman of the Board

Date: February 1, 1997                   Date: February 1, 1997
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