Exhibit 10.2



                     EXECUTIVE SALARY CONTINUATION AGREEMENT

THIS EXECUTIVE SALARY CONTINUATION AGREEMENT ("Agreement") is made and entered
into this 9th day of November, 2001, by and between REDWOOD EMPIRE BANCORP, a
California corporation and National Bank of the Redwoods, a national banking
association (collectively the "Corporation"), and JAMES BECKWITH (the
"Executive"). This Agreement supercedes the EXECUTIVE SALARY CONTINUATION
AGREEMENT made and entered into on the 16th day of November 1999 by and between
the Corporation and the Executive.


                                   WITNESSETH:

                  WHEREAS, the Executive is employed by the Corporation as its
Chief Financial Officer; and by the Bank as its Chief Operating Officer, Chief
Credit Officer and Chief Financial 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 his
continued employment; 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:










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                                   ARTICLE 1.

     1.1. Named Fiduciary and Plan Administrator.  The Corporation Fiduciary and
Plan Administrator of this Plan shall be the Corporation.

     1.2.  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
forty-nine  percent (49%) 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 percent (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) (as in effect on the date hereof)  pursuant to the  Securities
Exchange Act of 1934.

                                   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.

     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


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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.

                                   ARTICLE 3.

     3.1. Voluntary Termination.  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 employment  shall  terminate on the date that Executive  gives
notice  of the  election  to  terminate  and the  Corporation  shall pay him the
payment provided for in Section 3.2 hereof ("Separation Payment").

     3.2. Separation  Payment.  The Separation Payment shall be equal to two (2)
times  the  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 termination of employment.  Executive shall not be entitled to any payment
under Article 4 if he elects to receive the Separation Payment.



















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                                   ARTICLE 4.

     4.1. Payment  Resulting From a Change of Control.  If, within two (2) years
of a Change of Control,  (i) the 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 current  position or
those of the  position  that he held on the date of the Change of Control;  then
the Executive  shall receive two (2) times the  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 4 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.

                                   ARTICLE 5.

     5.1. Non-Assignable. Neither the Executive, his spouse, nor any other party
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 debts, 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.


















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                                   ARTICLE 6.

     6.1. 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.  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 for full and fair review of the decision
denying such claim.

                                   ARTICLE 7.

     7.1. 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 8.

     8.1.  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.

                                   ARTICLE 9.

     9.1. 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.













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                                   ARTICLE 10.

     10.1.  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 non-performance by the Corporation,
Executive  shall be entitled to liquidated  damages of Two Thousand Five Hundred
Dollars  ($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
non-payment is the result of a prohibition of such payment by law, regulation or
order of a bank regulatory  agency.

                                  ARTICLE 11.

     11.1.  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.

     11.2.  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.

     11.3.  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.

     11.4. 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,







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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.

     11.5.  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.

     11.6. Headings. 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.

     11.7.  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 Rosa Avenue
                                    Santa Rosa, CA 95404
                                    Attn:  Corporate Secretary

Either party may designate a new address for purposes of this Section 12.7 by
giving the other notice of the new address as provided herein.


















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     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.


                                    CORPORATION

                                    REDWOOD EMPIRE BANCORP,
                                    A California Corporation

                                    By:  /s/ Dana R.Johnson
                                       ------------------------------

                                    Its:  Chairman
                                        -----------------------------


                                    NATIONAL BANK OF THE REDWOODS

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


                                    EXECUTIVE

                                    /s/ James E. Beckwith
                                    ---------------------------------
                                    JAMES E. BECKWITH



























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