REDWOOD STATUTORY TRUST I
                             REDWOOD EMPIRE BANCORP


                             SUBSCRIPTION AGREEMENT

                                FEBRUARY 22, 2001

     THIS SUBSCRIPTION AGREEMENT (this "Agreement") made among Redwood Statutory
Trust I (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 111 Santa Rosa Avenue, Santa Rosa, California 95404
(the "Company" and, collectively with the Trust, the "Offerors"),  and Preferred
Term Securities II, Ltd. (the "Purchaser").

                                    RECITALS:

     A. The Trust desires to issue 10,000 of its 10.20% Capital  Securities (the
"Capital   Securities"),   liquidation   amount  $1,000  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,  State Street Bank and Trust
Company of Connecticut,  National Association, 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 State  Street  Bank and Trust  Company  of
Connecticut, National Association, 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
10.20% 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 State Street Bank and Trust Company of  Connecticut,
National Association, 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  Subscription  Agreement,  the  Purchaser
hereby  agrees to purchase from the Trust 10,000  Capital  Securities at a price
equal to $1,000 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
February  22,  2001,  or such other  business  day as may be  designated  by the
Purchaser,  but in no event later
<PAGE>

than  February 28, 2001 (the  "Closing  Date").  The Offerors  shall provide the
Purchaser  wire  transfer  instructions  no later than 1 day  following the date
hereof.

     1.2. The certificate for the Capital  Securities  shall be delivered by the
Trust on the Closing Date to the Purchaser or its designee.

     1.3.  The  Placement  Agreement,  dated  February  9, 2001 (the  "Placement
Agreement"),  among the Offerors and the  Placement  Agents  identified  therein
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
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.

                                   ARTICLE II

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

     2.1. The Purchaser  understands and  acknowledges  that neither the 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,  warrants and  certifies  that it is not a
"U.S.  person" as such term is defined  in Rule 902 under the  Securities  Act ,
that it is not acquiring the  securities  for the account or benefit of any U.S.
person,  and that the  offer and sale of  Capital  Securities  to the  Purchaser
constitutes an "offshore transaction" under Regulation S of the Securities Act.

     2.3. The  Purchaser  represents  and  warrants  that 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.

     2.4. The Purchaser 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.

     2.5. Purchaser is a Cayman Islands Company whose business includes issuance
of certain notes and acquiring the Capital  Securities and it has such knowledge
and  experience  in  financial  and  business  matters  that  it is  capable  of
evaluating the merits and risks of purchasing  the Capital

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<PAGE>

Securities  and it is aware that it may be required to bear the economic risk of
an investment in 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
                                    111 Santa Rosa Avenue
                                    Santa Rosa, California 95404
                                    Telecopier: 707-522-5784
                                    Telephone: 707-573-4800
                                    Attn: James Beckwith

                  To the Purchaser: Preferred Term Securities II, Ltd.
                                    c/o QSPV Limited
                                    P.O. Box 1093 GT
                                    Queensgate House
                                    South Church Street
                                    George Town, Grand Cayman
                                    Grand Cayman Islands, British West Indies
                                    Attention:  The Directors/603484
                                    Fax:  (345) 945-7100

     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.

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<PAGE>

     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.

                     Signatures appear on the following page


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<PAGE>





     IN  WITNESS  WHEREOF,  I have set my hand the day and  year  first  written
above.


PREFERRED TERM SECURITIES II, LTD.


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

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


                             REDWOOD EMPIRE BANCORP


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

                             Name:      Patrick W. Kilkenny
                                  ----------------------------------------------

                             Title:     President & CEO
                                   ---------------------------------------------



                             REDWOOD STATUTORY TRUST I


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

                             Name:      Patrick W. Kilkenny
                                  ----------------------------------------------

                             Title:  Administrator







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