Exhibit 10.19




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                               GUARANTEE AGREEMENT

                                 by and between

                             REDWOOD EMPIRE BANCORP

                                       and

                         U.S. BANK NATIONAL ASSOCIATION

                            Dated as of July 22, 2003



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1034363.1
Redwood Empire Bancorp/Guarantee Agreement
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                               GUARANTEE AGREEMENT

         This GUARANTEE AGREEMENT (this "Guarantee"), dated as of July 22, 2003,
is executed and delivered by Redwood Empire Bancorp, a California corporation
(the "Guarantor"), and U.S. Bank National Association, a national banking
association, organized under the laws of the United States of America, as
trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined
herein) from time to time of the Capital Securities (as defined herein) of
Redwood Statutory Trust II, a Connecticut statutory trust (the "Issuer").

         WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of the date hereof among U.S. Bank National
Association, not in its individual capacity but solely as institutional trustee,
the administrators of the Issuer named therein, the Guarantor, as sponsor, and
the holders from time to time of undivided beneficial interests in the assets of
the Issuer, the Issuer is issuing on the date hereof those undivided beneficial
interests, having an aggregate liquidation amount of $10,000,000.00 (the
"Capital Securities"); and

         WHEREAS, as incentive for the Holders to purchase the Capital
Securities, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth in this Guarantee, to pay to the Holders of Capital
Securities the Guarantee Payments (as defined herein) and to make certain other
payments on the terms and conditions set forth herein;

         NOW, THEREFORE, in consideration of the purchase by each Holder of the
Capital Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Guarantee for the benefit of
the Holders.

                                   ARTICLE I

                         DEFINITIONS AND INTERPRETATION

     Section 1.1. Definitions and Interpretation.  In this Guarantee, unless the
context otherwise requires:

     (a)  capitalized  terms  used in this  Guarantee  but  not  defined  in the
preamble  above have the  respective  meanings  assigned to them in this Section
1.1;
     (b) a term  defined  anywhere  in  this  Guarantee  has  the  same  meaning
throughout;

     (c) all  references  to "the  Guarantee"  or "this  Guarantee"  are to this
Guarantee as modified, supplemented or amended from time to time;

     (d) all  references in this  Guarantee to  "Articles" or "Sections"  are to
Articles or Sections of this Guarantee, unless otherwise specified;

     (e) terms  defined in the  Declaration  as at the date of execution of this
Guarantee have the same meanings when used in this Guarantee,  unless  otherwise
defined in this Guarantee or unless the context otherwise requires; and

     (f) a reference to the singular includes the plural and vice versa.

     "Affiliate"  has the same  meaning as given to that term in Rule 405 of the
Securities Act of 1933, as amended, or any successor rule thereunder.



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     "Beneficiaries" means any Person to whom the Issuer is or hereafter becomes
indebted or liable.

     "Capital  Securities"  has the  meaning  set forth in the  recitals to this
Guarantee.

     "Common Securities" means the common securities issued by the Issuer to the
Guarantor pursuant to the Declaration.

     "Corporate Trust Office" means the office of the Guarantee Trustee at which
the corporate  trust business of the Guarantee  Trustee shall, at any particular
time, be principally administered, which office at the date of execution of this
Guarantee is located at 225 Asylum Street, Goodwin Square, Hartford, Connecticut
06103.

     "Covered Person" means any Holder of Capital Securities.

     "Debentures"  means the debt  securities  of the Guarantor  designated  the
Fixed/Floating Rate Junior Subordinated  Deferrable Interest Debentures due 2033
held by the Institutional Trustee (as defined in the Declaration) of the Issuer.

     "Declaration  Event of  Default"  means an "Event of Default" as defined in
the Declaration.

     "Event of Default" has the meaning set forth in Section 2.4(a).

     "Guarantee Payments" means the following payments or distributions, without
duplication,  with respect to the Capital Securities,  to the extent not paid or
made by the Issuer: (i) any accrued and unpaid  Distributions (as defined in the
Declaration)  which are  required to be paid on such Capital  Securities  to the
extent the Issuer shall have funds available therefor, (ii) the Redemption Price
to the  extent  the Issuer has funds  available  therefor,  with  respect to any
Capital  Securities  called for  redemption  by the  Issuer,  (iii) the  Special
Redemption  Price to the extent the Issuer has funds  available  therefor,  with
respect to Capital  Securities  redeemed upon the occurrence of a Special Event,
and (iv) upon a voluntary or involuntary liquidation, dissolution, winding-up or
termination  of the Issuer (other than in connection  with the  distribution  of
Debentures  to the Holders of the  Capital  Securities  in exchange  therefor as
provided in the Declaration), the lesser of (a) the aggregate of the liquidation
amount and all accrued and unpaid Distributions on the Capital Securities to the
date of payment,  to the extent the Issuer shall have funds available  therefor,
and (b) the amount of assets of the Issuer remaining  available for distribution
to Holders in  liquidation  of the Issuer  (in  either  case,  the  "Liquidation
Distribution").

     "Guarantee Trustee" means U.S. Bank National Association, until a Successor
Guarantee Trustee has been appointed and has accepted such appointment  pursuant
to the  terms  of this  Guarantee  and  thereafter  means  each  such  Successor
Guarantee Trustee.

     "Guarantor"  means Redwood  Empire  Bancorp and each of its  successors and
assigns.

     "Holder"  means any holder,  as  registered on the books and records of the
Issuer,  of any Capital  Securities;  provided,  however,  that, in  determining
whether the Holders of the requisite percentage of Capital Securities have given
any request, notice, consent or waiver hereunder, "Holder" shall not include the
Guarantor or any Affiliate of the Guarantor.

     "Indemnified  Person"  means the  Guarantee  Trustee,  any Affiliate of the
Guarantee Trustee, or any officers, directors, shareholders,  members, partners,
employees,  representatives,  nominees,  custodians  or agents of the  Guarantee
Trustee.


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     "Indenture"  means the  Indenture  dated as of the date hereof  between the
Guarantor and U.S. Bank National Association, not in its individual capacity but
solely as trustee, and any indenture  supplemental thereto pursuant to which the
Debentures are to be issued to the institutional trustee of the Issuer.

     "Issuer"  has the  meaning  set  forth  in the  opening  paragraph  to this
Guarantee.

     "Liquidation  Distribution"  has the meaning set forth in the definition of
"Guarantee Payments" herein.

     "Majority in liquidation amount of the Capital  Securities" means Holder(s)
of outstanding  Capital  Securities,  voting together as a class, but separately
from the  holders  of  Common  Securities,  of more  than  50% of the  aggregate
liquidation   amount  (including  the  stated  amount  that  would  be  paid  on
redemption,  liquidation or otherwise,  plus accrued and unpaid Distributions to
the date upon  which the  voting  percentages  are  determined)  of all  Capital
Securities then outstanding.

     "Obligations"  means any costs,  expenses or liabilities (but not including
liabilities related to taxes) of the Issuer other than obligations of the Issuer
to pay to holders of any Trust  Securities the amounts due such holders pursuant
to the terms of the Trust Securities.

     "Officer's  Certificate"  means,  with respect to any Person, a certificate
signed by one  Authorized  Officer of such  Person.  Any  Officer's  Certificate
delivered with respect to compliance  with a condition or covenant  provided for
in this Guarantee shall include:

          (a) a statement that the officer signing the Officer's Certificate has
     read the covenant or condition and the definitions relating thereto;

          (b) a brief  statement of the nature and scope of the  examination  or
     investigation   undertaken  by  the  officer  in  rendering  the  Officer's
     Certificate;

          (c) a  statement  that  the  officer  has  made  such  examination  or
     investigation  as, in such officer's  opinion,  is necessary to enable such
     officer to express an informed  opinion as to whether or not such  covenant
     or condition has been complied with; and

          (d) a statement  as to whether,  in the opinion of the  officer,  such
     condition or covenant has been complied with.

     "Person"  means a legal  person,  including  any  individual,  corporation,
estate, partnership,  joint venture,  association,  joint stock company, limited
liability  company,  trust,  unincorporated  association,  or  government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Redemption Price" has the meaning set forth in the Indenture.

     "Responsible  Officer" means,  with respect to the Guarantee  Trustee,  any
officer within the Corporate Trust Office of the Guarantee Trustee including any
Vice President, Assistant Vice President,  Secretary, Assistant Secretary or any
other officer of the Guarantee Trustee customarily  performing functions similar
to those  performed  by any of the above  designated  officers  and  also,  with
respect to a particular  corporate trust matter,  any other officer to whom such
matter is referred  because of that officer's  knowledge of and familiarity with
the particular subject.

     "Special Event" has the meaning set forth in the Indenture.


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     "Special Redemption Price" has the meaning set forth in the Indenture.

     "Successor   Guarantee   Trustee"  means  a  successor   Guarantee  Trustee
possessing the qualifications to act as Guarantee Trustee under Section 3.1.

     "Trust Securities" means the Common Securities and the Capital  Securities.


                                   ARTICLE II

                          POWERS, DUTIES AND RIGHTS OF
                                GUARANTEE TRUSTEE

     Section 2.1. Powers and Duties of the Guarantee Trustee.

     (a) This Guarantee  shall be held by the Guarantee  Trustee for the benefit
of the Holders of the Capital  Securities,  and the Guarantee  Trustee shall not
transfer  this  Guarantee  to any Person  except a Holder of Capital  Securities
exercising  his or her  rights  pursuant  to  Section  4.4(b) or to a  Successor
Guarantee  Trustee on  acceptance  by such  Successor  Guarantee  Trustee of its
appointment to act as Successor Guarantee Trustee. The right, title and interest
of the Guarantee  Trustee shall  automatically  vest in any Successor  Guarantee
Trustee,  and such vesting and cessation of title shall be effective  whether or
not  conveyancing  documents  have been executed and  delivered  pursuant to the
appointment of such Successor Guarantee Trustee.

     (b) If an Event of Default  actually known to a Responsible  Officer of the
Guarantee  Trustee has occurred and is continuing,  the Guarantee  Trustee shall
enforce this Guarantee for the benefit of the Holders of the Capital Securities.

     (c) The Guarantee  Trustee,  before the  occurrence of any Event of Default
and after curing all Events of Default that may have occurred,  shall  undertake
to perform only such duties as are specifically set forth in this Guarantee, and
no implied  covenants  shall be read into this  Guarantee  against the Guarantee
Trustee.  In case an Event of Default  has  occurred  (that has not been  waived
pursuant to Section 2.4) and is actually  known to a Responsible  Officer of the
Guarantee  Trustee,  the Guarantee Trustee shall exercise such of the rights and
powers vested in it by this Guarantee, and use the same degree of care and skill
in its exercise  thereof,  as a prudent  person would  exercise or use under the
circumstances in the conduct of his or her own affairs.

     (d) No  provision  of this  Guarantee  shall be  construed  to relieve  the
Guarantee Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

          (i)  prior to the  occurrence  of any Event of  Default  and after the
     curing or waiving of all such Events of Default that may have occurred:

               (A) the duties and obligations of the Guarantee  Trustee shall be
          determined solely by the express provisions of this Guarantee, and the
          Guarantee  Trustee shall not be liable except for the  performance  of
          such  duties and  obligations  as are  specifically  set forth in this
          Guarantee,  and no implied covenants or obligations shall be read into
          this Guarantee against the Guarantee Trustee; and

               (B) in the  absence  of bad  faith on the  part of the  Guarantee
          Trustee,  the Guarantee Trustee may conclusively rely, as to the truth
          of the  statements  and  the  correctness  of the  opinions  expressed
          therein,  upon any certificates or opinions furnished


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<PAGE>

          to the Guarantee  Trustee and conforming to the  requirements  of this
          Guarantee;  but in the case of any such  certificates or opinions that
          by any provision hereof are  specifically  required to be furnished to
          the Guarantee Trustee,  the Guarantee Trustee shall be under a duty to
          examine  the same to  determine  whether  or not they  conform  to the
          requirements of this Guarantee;

          (ii) the  Guarantee  Trustee  shall  not be  liable  for any  error of
     judgment  made in good  faith by a  Responsible  Officer  of the  Guarantee
     Trustee,  unless it shall be proved  that such  Responsible  Officer of the
     Guarantee  Trustee or the Guarantee  Trustee was negligent in  ascertaining
     the pertinent facts upon which such judgment was made;

          (iii) the  Guarantee  Trustee  shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance  with
     the  written  direction  of the  Holders  of not less  than a  Majority  in
     liquidation amount of the Capital  Securities  relating to the time, method
     and place of  conducting  any  proceeding  for any remedy  available to the
     Guarantee  Trustee,  or  relating  to the  exercise  of any  trust or power
     conferred upon the Guarantee Trustee under this Guarantee; and

          (iv) no  provision  of this  Guarantee  shall  require  the  Guarantee
     Trustee  to  expend  or risk its own  funds  or  otherwise  incur  personal
     financial  liability  in the  performance  of any of its  duties  or in the
     exercise of any of its rights or powers,  if the  Guarantee  Trustee  shall
     have  reasonable  grounds for believing that the repayment of such funds is
     not reasonably  assured to it under the terms of this Guarantee or security
     and indemnity,  reasonably  satisfactory to the Guarantee Trustee,  against
     such risk or liability is not reasonably assured to it.

     Section 2.2. Certain Rights of Guarantee Trustee.

     (a) Subject to the provisions of Section 2.1:

          (i) The Guarantee  Trustee may  conclusively  rely, and shall be fully
     protected  in  acting or  refraining  from  acting  upon,  any  resolution,
     certificate,  statement,  instrument,  opinion,  report,  notice,  request,
     direction,  consent,  order,  bond,  debenture,  note,  other  evidence  of
     indebtedness or other paper or document believed by it to be genuine and to
     have been signed, sent or presented by the proper party or parties.

          (ii)  Any  direction  or act of the  Guarantor  contemplated  by  this
     Guarantee shall be sufficiently evidenced by an Officer's Certificate.

          (iii) Whenever, in the administration of this Guarantee, the Guarantee
     Trustee  shall  deem it  desirable  that a matter be proved or  established
     before taking,  suffering or omitting any action  hereunder,  the Guarantee
     Trustee (unless other evidence is herein  specifically  prescribed) may, in
     the absence of bad faith on its part, request and conclusively rely upon an
     Officer's Certificate of the Guarantor which, upon receipt of such request,
     shall be promptly delivered by the Guarantor.

          (iv) The Guarantee Trustee shall have no duty to see to any recording,
     filing or registration of any instrument (or any re-recording,  refiling or
     re-registration thereof).

          (v) The Guarantee  Trustee may consult with counsel of its  selection,
     and the advice or opinion of such  counsel  with  respect to legal  matters
     shall be full and complete  authorization  and protection in respect of any
     action  taken,  suffered  or omitted by it  hereunder  in good faith and

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     in accordance  with such advice or opinion.  Such counsel may be counsel to
     the  Guarantor  or  any  of  its  Affiliates  and  may  include  any of its
     employees.  The Guarantee  Trustee shall have the right at any time to seek
     instructions concerning the administration of this Guarantee from any court
     of competent jurisdiction.

          (vi) The  Guarantee  Trustee  shall be under no obligation to exercise
     any of the rights or powers  vested in it by this  Guarantee at the request
     or direction of any Holder,  unless such Holder shall have  provided to the
     Guarantee Trustee such security and indemnity,  reasonably  satisfactory to
     the Guarantee Trustee,  against the costs,  expenses (including  attorneys'
     fees and  expenses  and the  expenses of the  Guarantee  Trustee's  agents,
     nominees or  custodians)  and  liabilities  that might be incurred by it in
     complying  with  such  request  or  direction,  including  such  reasonable
     advances as may be requested by the Guarantee Trustee;  provided,  however,
     that  nothing  contained  in this  Section  2.2(a)(vi)  shall  relieve  the
     Guarantee  Trustee,  upon the  occurrence  of an Event of  Default,  of its
     obligation  to  exercise  the  rights  and  powers  vested  in it  by  this
     Guarantee.

          (vii)  The   Guarantee   Trustee  shall  not  be  bound  to  make  any
     investigation   into  the  facts  or  matters  stated  in  any  resolution,
     certificate,  statement,  instrument,  opinion,  report,  notice,  request,
     direction,  consent,  order,  bond,  debenture,  note,  other  evidence  of
     indebtedness or other paper or document,  but the Guarantee Trustee, in its
     discretion,  may make such further inquiry or investigation into such facts
     or matters as it may see fit.

          (viii) The  Guarantee  Trustee may execute any of the trusts or powers
     hereunder or perform any duties  hereunder either directly or by or through
     agents, nominees,  custodians or attorneys, and the Guarantee Trustee shall
     not be  responsible  for any  misconduct  or  negligence on the part of any
     agent or attorney appointed with due care by it hereunder.

          (ix) Any action taken by the Guarantee Trustee or its agents hereunder
     shall bind the Holders of the Capital Securities,  and the signature of the
     Guarantee  Trustee or its agents alone shall be sufficient and effective to
     perform any such action.  No third party shall be required to inquire as to
     the  authority of the Guarantee  Trustee to so act or as to its  compliance
     with any of the terms and provisions of this Guarantee, both of which shall
     be conclusively  evidenced by the Guarantee Trustee's or its agent's taking
     such action.

          (x) Whenever in the  administration  of this  Guarantee  the Guarantee
     Trustee  shall deem it  desirable to receive  instructions  with respect to
     enforcing  any remedy or right or taking any other  action  hereunder,  the
     Guarantee  Trustee  (i) may  request  instructions  from the  Holders  of a
     Majority in liquidation amount of the Capital Securities,  (ii) may refrain
     from  enforcing such remedy or right or taking such other action until such
     instructions  are  received,  and (iii) shall be protected in  conclusively
     relying on or acting in accordance with such instructions.

          (xi) The  Guarantee  Trustee shall not be liable for any action taken,
     suffered,  or omitted to be taken by it in good faith,  without negligence,
     and reasonably  believed by it to be authorized or within the discretion or
     rights or powers conferred upon it by this Guarantee.

     (b) No  provision of this  Guarantee  shall be deemed to impose any duty or
obligation on the  Guarantee  Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it  shall  be  illegal  or in  which  the  Guarantee  Trustee  shall be
unqualified or incompetent in accordance with applicable law to perform any such
act or acts or to  exercise  any  such  right,  power,  duty or  obligation.  No
permissive  power or  authority  available  to the  Guarantee  Trustee  shall be
construed to be a duty.

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     Section 2.3. Not  Responsible  for Recitals or Issuance of  Guarantee.  The
recitals  contained in this  Guarantee  shall be taken as the  statements of the
Guarantor,  and the  Guarantee  Trustee does not assume any  responsibility  for
their  correctness.  The  Guarantee  Trustee makes no  representation  as to the
validity or sufficiency of this Guarantee.

     Section 2.4. Events of Default; Waiver.

     (a) An Event of Default under this Guarantee will occur upon the failure of
the Guarantor to perform any of its payment or other obligations hereunder.

     (b)  The  Holders  of a  Majority  in  liquidation  amount  of the  Capital
Securities may, voting or consenting as a class, on behalf of the Holders of all
of the Capital Securities, waive any past Event of Default and its consequences.
Upon such waiver,  any such Event of Default shall cease to exist,  and shall be
deemed to have been  cured,  for every  purpose of this  Guarantee,  but no such
waiver shall extend to any  subsequent  or other  default or Event of Default or
impair any right consequent thereon.

     Section 2.5. Events of Default; Notice.

     (a) The Guarantee Trustee shall,  within 90 days after the occurrence of an
Event of Default,  transmit by mail, first class postage prepaid, to the Holders
of the Capital  Securities and the  Guarantor,  notices of all Events of Default
actually known to a Responsible  Officer of the Guarantee  Trustee,  unless such
defaults  have been cured before the giving of such notice,  provided,  however,
that the Guarantee  Trustee shall be protected in withholding such notice if and
so long  as a  Responsible  Officer  of the  Guarantee  Trustee  in  good  faith
determines  that the  withholding  of such  notice  is in the  interests  of the
Holders of the Capital Securities.

     (b) The  Guarantee  Trustee  shall not be deemed to have  knowledge  of any
Event of Default unless the Guarantee Trustee shall have received written notice
from the Guarantor or a Holder of the Capital  Securities (except in the case of
a payment  default),  or a Responsible  Officer of the Guarantee Trustee charged
with the  administration  of this Guarantee shall have obtained actual knowledge
thereof.

                                  ARTICLE III

                                GUARANTEE TRUSTEE

Section 3.1.      Guarantee Trustee; Eligibility.

     (a) There shall at all times be a Guarantee Trustee which shall:

          (i) not be an Affiliate of the Guarantor, and

          (ii) be a corporation  organized and doing  business under the laws of
     the United  States of America or any State or  Territory  thereof or of the
     District  of  Columbia,  or Person  authorized  under such laws to exercise
     corporate trust powers,  having a combined  capital and surplus of at least
     50 million  U.S.  dollars  ($50,000,000),  and  subject to  supervision  or
     examination  by  Federal,  State,   Territorial  or  District  of  Columbia
     authority.  If such  corporation  publishes  reports of  condition at least
     annually,  pursuant to law or to the  requirements  of the  supervising  or
     examining  authority  referred  to above,  then,  for the  purposes of this
     Section  3.1(a)(ii),  the combined  capital and surplus of such corporation
     shall be deemed to be its combined  capital and surplus as set forth in its
     most recent report of condition so published.


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     (b) If at any time the  Guarantee  Trustee shall cease to be eligible to so
act under Section 3.1(a),  the Guarantee Trustee shall immediately resign in the
manner and with the effect set out in Section 3.2(c).

     (c)  If the  Guarantee  Trustee  has  or  shall  acquire  any  "conflicting
interest"  within the meaning of Section 310(b) of the Trust  Indenture Act, the
Guarantee  Trustee shall either  eliminate such interest or resign to the extent
and in the manner provided by, and subject to this Guarantee.

     Section 3.2. Appointment, Removal and Resignation of Guarantee Trustee.

     (a) Subject to Section  3.2(b),  the Guarantee  Trustee may be appointed or
removed  without  cause at any time by the  Guarantor  except during an Event of
Default.

     (b) The Guarantee  Trustee shall not be removed in accordance  with Section
3.2(a) until a Successor  Guarantee  Trustee has been appointed and has accepted
such  appointment by written  instrument  executed by such  Successor  Guarantee
Trustee and delivered to the Guarantor.

     (c) The  Guarantee  Trustee  appointed  to office shall hold office until a
Successor  Guarantee  Trustee shall have been  appointed or until its removal or
resignation.  The  Guarantee  Trustee may resign from office  (without  need for
prior or subsequent  accounting)  by an  instrument  in writing  executed by the
Guarantee  Trustee and delivered to the Guarantor,  which  resignation shall not
take effect  until a Successor  Guarantee  Trustee  has been  appointed  and has
accepted such appointment by an instrument in writing executed by such Successor
Guarantee  Trustee and delivered to the  Guarantor  and the resigning  Guarantee
Trustee.

     (d) If no  Successor  Guarantee  Trustee  shall  have  been  appointed  and
accepted  appointment  as  provided  in this  Section  3.2  within 60 days after
delivery of an  instrument  of removal or  resignation,  the  Guarantee  Trustee
resigning or being removed may petition any court of competent  jurisdiction for
appointment of a Successor  Guarantee Trustee.  Such court may thereupon,  after
prescribing  such  notice,  if any, as it may deem  proper,  appoint a Successor
Guarantee Trustee.

     (e) No Guarantee  Trustee  shall be liable for the acts or omissions to act
of any Successor Guarantee Trustee.

     (f) Upon  termination  of this  Guarantee or removal or  resignation of the
Guarantee  Trustee  pursuant to this Section 3.2, the Guarantor shall pay to the
Guarantee  Trustee all amounts owing to the Guarantee Trustee under Sections 7.2
and 7.3 accrued to the date of such termination, removal or resignation.


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                                   ARTICLE IV

                                    GUARANTEE

     Section 4.1. Guarantee.

     (a) The Guarantor irrevocably and unconditionally  agrees to pay in full to
the Holders the Guarantee Payments (without  duplication of amounts  theretofore
paid by the  Issuer),  as and when due,  regardless  of any defense  (except the
defense of payment by the  Issuer),  right of set-off or  counterclaim  that the
Issuer  may have or  assert.  The  Guarantor's  obligation  to make a  Guarantee
Payment  may be  satisfied  by direct  payment  of the  required  amounts by the
Guarantor  to the  Holders or by causing  the Issuer to pay such  amounts to the
Holders.

     (b) The Guarantor  hereby also agrees to assume any and all  Obligations of
the Issuer and in the event any such  Obligation  is not so assumed,  subject to
the  terms  and  conditions   hereof,   the  Guarantor  hereby  irrevocably  and
unconditionally  guarantees to each  Beneficiary  the full payment,  when and as
due,  of any and  all  Obligations  to such  Beneficiaries.  This  Guarantee  is
intended  to be  for  the  benefit  of,  and  to be  enforceable  by,  all  such
Beneficiaries, whether or not such Beneficiaries have received notice hereof.

     Section  4.2.  Waiver of Notice and Demand.  The  Guarantor  hereby  waives
notice of acceptance of this  Guarantee and of any liability to which it applies
or may apply, presentment, demand for payment, any right to require a proceeding
first  against  the Issuer or any other  Person  before  proceeding  against the
Guarantor,  protest,  notice  of  nonpayment,  notice  of  dishonor,  notice  of
redemption and all other notices and demands.

     Section  4.3.  Obligations  Not  Affected.   The  obligations,   covenants,
agreements and duties of the Guarantor  under this Guarantee  shall in no way be
affected or impaired by reason of the happening  from time to time of any of the
following:

     (a) the  release  or  waiver,  by  operation  of law or  otherwise,  of the
performance  or  observance  by the Issuer of any express or implied  agreement,
covenant,  term or condition  relating to the Capital Securities to be performed
or observed by the Issuer;

     (b) the  extension  of time for the  payment  by the  Issuer  of all or any
portion  of the  Distributions,  Redemption  Price,  Special  Redemption  Price,
Liquidation  Distribution  or any  other  sums  payable  under  the terms of the
Capital  Securities  or the extension of time for the  performance  of any other
obligation under,  arising out of or in connection with, the Capital  Securities
(other than an extension of time for payment of Distributions, Redemption Price,
Special  Redemption  Price,  Liquidation  Distribution or other sum payable that
results from the extension of any interest  payment  period on the Debentures or
any  extension  of  the  maturity  date  of  the  Debentures  permitted  by  the
Indenture);

     (c) any  failure,  omission,  delay or lack of diligence on the part of the
Holders to enforce,  assert or exercise  any right,  privilege,  power or remedy
conferred on the Holders pursuant to the terms of the Capital Securities, or any
action on the part of the Issuer granting indulgence or extension of any kind;

     (d) the  voluntary or  involuntary  liquidation,  dissolution,  sale of any
collateral, receivership,  insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization,  arrangement, composition or readjustment of debt of,
or other similar proceedings  affecting,  the Issuer or any of the assets of the
Issuer;


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     (e) any invalidity of, or defect or deficiency in, the Capital Securities;

     (f) the  settlement or compromise of any  obligation  guaranteed  hereby or
hereby incurred; or

     (g) any other  circumstance  whatsoever that might  otherwise  constitute a
legal or equitable  discharge or defense of a guarantor,  it being the intent of
this  Section  4.3 that the  obligations  of the  Guarantor  hereunder  shall be
absolute and unconditional under any and all circumstances.

     There  shall be no  obligation  of the Holders to give notice to, or obtain
consent of, the Guarantor with respect to the happening of any of the foregoing.

     Section 4.4. Rights of Holders.

     (a)  The  Holders  of a  Majority  in  liquidation  amount  of the  Capital
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee  Trustee in respect of this
Guarantee  or to direct the  exercise of any trust or power  conferred  upon the
Guarantee  Trustee under this  Guarantee;  provided,  however,  that (subject to
Section 2.1) the Guarantee Trustee shall have the right to decline to follow any
such direction if the Guarantee Trustee being advised by counsel determines that
the  action  or  proceeding  so  directed  may not  lawfully  be taken or if the
Guarantee Trustee in good faith by its board of directors or trustees, executive
committees  or a trust  committee of directors  or trustees  and/or  Responsible
Officers  shall  determine  that the action or  proceedings  so  directed  would
involve the Guarantee Trustee in personal liability.

     (b) Any Holder of  Capital  Securities  may  institute  a legal  proceeding
directly  against the Guarantor to enforce the Guarantee  Trustee's rights under
this Guarantee, without first instituting a legal proceeding against the Issuer,
the  Guarantee  Trustee or any other Person.  The Guarantor  waives any right or
remedy to require that any such action be brought first against the Issuer,  the
Guarantee Trustee or any other Person before so proceeding  directly against the
Guarantor.

     Section 4.5.  Guarantee of Payment.  This Guarantee  creates a guarantee of
payment and not of collection.

     Section 4.6. Subrogation. The Guarantor shall be subrogated to all (if any)
rights of the Holders of Capital Securities against the Issuer in respect of any
amounts paid to such Holders by the Guarantor  under this  Guarantee;  provided,
however,  that the  Guarantor  shall  not  (except  to the  extent  required  by
mandatory  provisions  of law) be entitled to enforce or exercise any right that
it may acquire by way of subrogation or any  indemnity,  reimbursement  or other
agreement,  in all cases as a result of payment under this Guarantee,  if, after
giving  effect to any such  payment,  any amounts are due and unpaid  under this
Guarantee.  If any amount  shall be paid to the  Guarantor  in  violation of the
preceding  sentence,  the Guarantor  agrees to hold such amount in trust for the
Holders and to pay over such amount to the Holders.

     Section 4.7. Independent  Obligations.  The Guarantor acknowledges that its
obligations  hereunder are  independent  of the  obligations  of the Issuer with
respect to the  Capital  Securities  and that the  Guarantor  shall be liable as
principal and as debtor  hereunder to make  Guarantee  Payments  pursuant to the
terms of this Guarantee  notwithstanding the occurrence of any event referred to
in subsections (a) through (g), inclusive, of Section 4.3 hereof.

     Section 4.8.  Enforcement by a Beneficiary.  A Beneficiary  may enforce the
obligations of the Guarantor  contained in Section 4.1(b)  directly  against the
Guarantor  and the  Guarantor  waives  any right or remedy to  require  that any
action be  brought  against  the  Issuer or any  other  person or entity

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before  proceeding  against the Guarantor.  The Guarantor shall be subrogated to
all  rights  (if any) of any  Beneficiary  against  the Issuer in respect of any
amounts  paid  to the  Beneficiaries  by the  Guarantor  under  this  Guarantee;
provided,  however,  that the Guarantor shall not (except to the extent required
by  mandatory  provisions  of law) be entitled to enforce or exercise any rights
that it may acquire by way of  subrogation or any  indemnity,  reimbursement  or
other agreement, in all cases as a result of payment under this Guarantee, if at
the time of any such  payment,  and after  giving  effect to such  payment,  any
amounts are due and unpaid under this Guarantee.

                                   ARTICLE V

                    LIMITATION OF TRANSACTIONS; SUBORDINATION

     Section 5.1. Limitation of Transactions.  So long as any Capital Securities
remain outstanding,  if (a) there shall have occurred and be continuing an Event
of Default or a  Declaration  Event of Default or (b) the  Guarantor  shall have
selected an Extension Period as provided in the Declaration and such period,  or
any  extension  thereof,  shall  have  commenced  and be  continuing,  then  the
Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any
dividends  or  distributions  on,  or  redeem,  purchase,  acquire,  or  make  a
liquidation  payment with respect to, any of the Guarantor's or such Affiliate's
capital  stock  (other  than  payments  of  dividends  or  distributions  to the
Guarantor) or make any  guarantee  payments with respect to the foregoing or (y)
make any payment of  principal  of or interest or premium,  if any, on or repay,
repurchase or redeem any debt  securities of the Guarantor or any Affiliate that
rank pari passu in all  respects  with or junior in interest  to the  Debentures
(other  than,  with  respect to  clauses  (x) and (y)  above,  (i)  repurchases,
redemptions or other acquisitions of shares of capital stock of the Guarantor in
connection  with  any  employment  contract,   benefit  plan  or  other  similar
arrangement  with  or  for  the  benefit  of one or  more  employees,  officers,
directors  or  consultants,  in  connection  with  a  dividend  reinvestment  or
stockholder  stock  purchase plan or in connection  with the issuance of capital
stock of the Guarantor (or securities  convertible  into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the  occurrence  of the Event of  Default,  Declaration  Event of  Default or
Extension Period, as applicable,  (ii) as a result of any exchange or conversion
of any class or series of the Guarantor's capital stock (or any capital stock of
a  subsidiary  of the  Guarantor)  for any class or  series  of the  Guarantor's
capital stock or of any class or series of the Guarantor's  indebtedness for any
class or  series  of the  Guarantor's  capital  stock,  (iii)  the  purchase  of
fractional  interests in shares of the Guarantor's capital stock pursuant to the
conversion or exchange  provisions  of such capital stock or the security  being
converted or exchanged,  (iv) any  declaration of a dividend in connection  with
any  stockholders'  rights  plan,  or the  issuance  of  rights,  stock or other
property under any stockholders' rights plan, or the redemption or repurchase of
rights  pursuant  thereto,  (v) any  dividend  in the form of  stock,  warrants,
options or other  rights  where the dividend  stock or the stock  issuable  upon
exercise of such warrants,  options or other rights is the same stock as that on
which the  dividend  is being  paid or ranks  pari  passu with or junior to such
stock and any cash  payments in lieu of  fractional  shares issued in connection
therewith, or (vi) payments under this Guarantee).

     Section  5.2.   Ranking.   This  Guarantee  will  constitute  an  unsecured
obligation  of the Guarantor  and will rank  subordinate  and junior in right of
payment  to all  present  and  future  Senior  Indebtedness  (as  defined in the
Indenture) of the Guarantor. By their acceptance thereof, each Holder of Capital
Securities  agrees to the foregoing  provisions of this  Guarantee and the other
terms set forth herein.

     The right of the Guarantor to participate in any  distribution of assets of
any of its subsidiaries upon any such subsidiary's liquidation or reorganization
or otherwise  is subject to the prior  claims of  creditors of that  subsidiary,
except to the extent the  Guarantor  may itself be  recognized  as a creditor of
that subsidiary.  Accordingly,  the Guarantor's obligations under this Guarantee
will be effectively


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<PAGE>

subordinated  to  all  existing  and  future   liabilities  of  the  Guarantor's
subsidiaries,  and claimants should look only to the assets of the Guarantor for
payments hereunder.  This Guarantee does not limit the incurrence or issuance of
other secured or unsecured debt of the Guarantor,  including Senior Indebtedness
of the  Guarantor,  under any indenture that the Guarantor may enter into in the
future or otherwise.

                                   ARTICLE VI

                                   TERMINATION

     Section 6.1. Termination.  This Guarantee shall terminate as to the Capital
Securities (i) upon full payment of the Redemption  Price or Special  Redemption
Price of all Capital Securities then outstanding,  (ii) upon the distribution of
all of the  Debentures to the Holders of all of the Capital  Securities or (iii)
upon full payment of the amounts payable in accordance with the Declaration upon
dissolution of the Issuer.  This Guarantee will continue to be effective or will
be  reinstated,  as the  case  may be,  if at any time  any  Holder  of  Capital
Securities must restore payment of any sums paid under the Capital Securities or
under this Guarantee.

                                  ARTICLE VII

                                 INDEMNIFICATION

     Section 7.1. Exculpation.

     (a) No  Indemnified  Person shall be liable,  responsible or accountable in
damages or otherwise to the Guarantor or any Covered Person for any loss, damage
or claim incurred by reason of any act or omission  performed or omitted by such
Indemnified  Person in good faith in  accordance  with this  Guarantee  and in a
manner that such Indemnified  Person reasonably  believed to be within the scope
of the authority  conferred on such  Indemnified  Person by this Guarantee or by
law, except that an Indemnified Person shall be liable for any such loss, damage
or claim incurred by reason of such Indemnified  Person's  negligence or willful
misconduct with respect to such acts or omissions.

     (b) An Indemnified Person shall be fully protected in relying in good faith
upon the  records  of the  Issuer or the  Guarantor  and upon such  information,
opinions,  reports or statements presented to the Issuer or the Guarantor by any
Person as to matters the Indemnified Person reasonably  believes are within such
other Person's  professional  or expert  competence and who, if selected by such
Indemnified  Person,  has been selected with reasonable care by such Indemnified
Person, including information,  opinions,  reports or statements as to the value
and amount of the  assets,  liabilities,  profits,  losses,  or any other  facts
pertinent  to the  existence  and amount of assets from which  Distributions  to
Holders of Capital Securities might properly be paid.

     Section 7.2. Indemnification.

     (a) The Guarantor agrees to indemnify each  Indemnified  Person for, and to
hold each  Indemnified  Person harmless  against,  any and all loss,  liability,
damage,  claim or expense incurred without  negligence or willful  misconduct on
the part of the  Indemnified  Person,  arising out of or in connection  with the
acceptance or administration of the trust or trusts  hereunder,  including,  but
not  limited to, the costs and  expenses  (including  reasonable  legal fees and
expenses) of the Indemnified Person defending itself against,  or investigating,
any claim or liability in connection  with the exercise or performance of any of
the Indemnified Person's powers or duties hereunder. The obligation to indemnify
as set forth in this Section 7.2 shall survive the resignation or removal of the
Guarantee Trustee and the termination of this Guarantee.


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     (b) Promptly after receipt by an Indemnified  Person under this Section 7.2
of notice of the commencement of any action,  such Indemnified Person will, if a
claim in respect  thereof is to be made against the Guarantor under this Section
7.2,  notify  the  Guarantor  in writing of the  commencement  thereof;  but the
failure so to notify the  Guarantor  (i) will not  relieve  the  Guarantor  from
liability  under paragraph (a) above unless and to the extent that the Guarantor
did  not  otherwise  learn  of such  action  and  such  failure  results  in the
forfeiture  by the  Guarantor of  substantial  rights and defenses and (ii) will
not, in any event, relieve the Guarantor from any obligations to any Indemnified
Person  other than the  indemnification  obligation  provided in  paragraph  (a)
above.  The Guarantor  shall be entitled to appoint  counsel of the  Guarantor's
choice at the  Guarantor's  expense to represent the  Indemnified  Person in any
action for which  indemnification  is sought (in which case the Guarantor  shall
not thereafter be responsible for the fees and expenses of any separate  counsel
retained  by the  Indemnified  Person or  Persons  except  as set forth  below);
provided,  however,  that such counsel shall be reasonably  satisfactory  to the
Indemnified Person.  Notwithstanding the Guarantor's election to appoint counsel
to represent the Guarantor in an action,  the Indemnified  Person shall have the
right to employ separate counsel  (including  local counsel),  and the Guarantor
shall bear the reasonable  fees,  costs and expenses of such separate counsel if
(i) the use of counsel  chosen by the  Guarantor  to represent  the  Indemnified
Person would  present such counsel with a conflict of interest,  (ii) the actual
or  potential  defendants  in, or targets of, any such action  include  both the
Indemnified  Person and the  Guarantor  and the  Indemnified  Person  shall have
reasonably  concluded  that there may be legal  defenses  available to it and/or
other  Indemnified  Person(s)  which are  different  from or additional to those
available to the Guarantor,  (iii) the Guarantor shall not have employed counsel
satisfactory  to the  Indemnified  Person to represent  the  Indemnified  Person
within a reasonable  time after notice of the institution of such action or (iv)
the Guarantor shall authorize the Indemnified  Person to employ separate counsel
at the  expense of the  Guarantor.  The  Guarantor  will not,  without the prior
written consent of the Indemnified  Persons,  settle or compromise or consent to
the entry of any  judgment  with  respect to any  pending or  threatened  claim,
action,  suit or proceeding in respect of which  indemnification or contribution
may be sought  hereunder  (whether or not the Indemnified  Persons are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent  includes an unconditional  release of each Indemnified  Person from all
liability arising out of such claim, action, suit or proceeding.

     Section 7.3. Compensation; Reimbursement of Expenses. The Guarantor agrees:

     (a) to pay to the Guarantee Trustee from time to time such compensation for
all services rendered by it hereunder as the parties shall agree to from time to
time (which  compensation shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust); and

     (b)  except as  otherwise  expressly  provided  herein,  to  reimburse  the
Guarantee  Trustee upon request for all reasonable  expenses,  disbursements and
advances  incurred  or made  by it in  accordance  with  any  provision  of this
Guarantee   (including  the  reasonable   compensation   and  the  expenses  and
disbursements of its agents and counsel), except any such expense,  disbursement
or advance as may be attributable to its negligence or willful misconduct.

     For purposes of  clarification,  this Section 7.3 does not  contemplate the
payment by the Guarantor of acceptance  or annual  administration  fees owing to
the Guarantee Trustee for services to be provided by the Guarantee Trustee under
this  Guarantee or the fees and expenses of the Guarantee  Trustee's  counsel in
connection with the closing of the transactions  contemplated by this Guarantee.
The  provisions of this Section 7.3 shall survive the  resignation or removal of
the Guarantee Trustee and the termination of this Guarantee.




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                                  ARTICLE VIII

                                  MISCELLANEOUS

     Section  8.1.  Successors  and  Assigns.   All  guarantees  and  agreements
contained  in this  Guarantee  shall bind the  successors,  assigns,  receivers,
trustees and  representatives of the Guarantor and shall inure to the benefit of
the Holders of the Capital  Securities  then  outstanding.  Except in connection
with any merger or consolidation of the Guarantor with or into another entity or
any sale, transfer or lease of the Guarantor's assets to another entity, in each
case, to the extent permitted under the Indenture,  the Guarantor may not assign
its rights or delegate its  obligations  under this Guarantee  without the prior
approval  of the  Holders of at least a Majority  in  liquidation  amount of the
Capital Securities.

     Section  8.2.  Amendments.  Except with  respect to any changes that do not
adversely affect the rights of Holders of the Capital Securities in any material
respect (in which case no consent of Holders will be required),  this  Guarantee
may be amended  only with the prior  approval  of the Holders of not less than a
Majority in liquidation amount of the Capital Securities.  The provisions of the
Declaration  with  respect  to  amendments  thereof  apply to the giving of such
approval.

     Section 8.3.  Notices.  All notices provided for in this Guarantee shall be
in writing, duly signed by the party giving such notice, and shall be delivered,
telecopied or mailed by first class mail, as follows:

     (a) If given to the Guarantee Trustee,  at the Guarantee  Trustee's mailing
address set forth below (or such other address as the Guarantee Trustee may give
notice of to the Holders of the Capital Securities and the Guarantor):

         U.S. Bank National Association
         225 Asylum Street, Goodwin Square
         Hartford, Connecticut 06103
         Attention: Corporate Trust Services Division
         Telecopy: 860-241-6889

         With a copy to:

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

     (b) If given to the Guarantor, at the Guarantor's mailing address set forth
below (or such other  address as the Guarantor may give notice of to the Holders
of the Capital Securities and to the Guarantee Trustee):

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



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     (c) If given to any Holder of the  Capital  Securities,  at the address set
forth on the books and records of the Issuer.

     All such  notices  shall be deemed  to have been  given  when  received  in
person,  telecopied  with  receipt  confirmed,  or mailed by first  class  mail,
postage  prepaid,  except that if a notice or other document is refused delivery
or cannot be  delivered  because  of a changed  address  of which no notice  was
given,  such notice or other  document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

     Section  8.4.  Benefit.  This  Guarantee  is solely for the  benefit of the
Beneficiaries  and,  subject to Section 2.1(a),  is not separately  transferable
from the Capital Securities.

     Section  8.5.  Governing  Law.  THIS  GUARANTEE  SHALL BE GOVERNED  BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE  WITH, THE LAW OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW).

     Section 8.6.  Counterparts.  This  Guarantee may be executed in one or more
counterparts,  each of  which  shall  be an  original,  but all of  which  taken
together shall constitute one and the same instrument.

     Section 8.7 Separability.  In case one or more of the provisions  contained
in this  Guarantee  shall  for any  reason  be held to be  invalid,  illegal  or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall not affect any other  provisions  of this  Guarantee,  but this  Guarantee
shall be construed as if such invalid or illegal or unenforceable  provision had
never been contained herein.



                     Signatures appear on the following page



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         THIS GUARANTEE is executed as of the day and year first above written.



                                     REDWOOD EMPIRE BANCORP, as Guarantor

                                     By:  /s/ James E. Beckwith
                                          -------------------------------
                                          Name: James E. Beckwith
                                          Title: EVP & COO



                                     U.S. BANK NATIONAL ASSOCIATION, as
                                     Guarantee Trustee

                                     By:   /s/ Gerald R. Wheeler
                                           ------------------------------
                                           Name: Gerald R. Wheeler
                                           Title: Vice President




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