NORTH BAY BANCORP

                             2002 DEFERRED FEE PLAN

                                    ARTICLE 1

                        Introduction and Purpose of Plan

         1.1  Establishment  of Plan.  North Bay  Bancorp,  a financial  holding
company (the  "Company"),  has adopted this 2002  Deferred Fee Plan (the "Plan")
effective  as of May 28,  2002 (the "Plan  Effective  Date").  The Plan shall be
administered for the exclusive  benefit of directors and officers of the Company
and its wholly-owned  subsidiaries  ("Subsidiaries") who are engaged or employed
by the Company  and/or its Subsidiary or  Subsidiaries  after the Plan Effective
Date.

         1.2 Purpose of Plan. The purpose of this Plan is to encourage directors
to  remain  members  of the  Board  of  Directors  of  the  Company  and/or  its
Subsidiaries,  encourage  officers to remain  officers of the Company and/or its
Subsidiaries,  and  enable  directors  and  officers  of  the  Company  and  its
Subsidiaries  to enhance their  retirement  security by permitting them to enter
into  agreements  with the  Company  and/or its  Subsidiaries  to defer all or a
portion of their Fees and receive benefits at retirement, termination of service
as a director  or officer  prior to  retirement,  disability,  death,  change in
control  of  the  Company,  or  in  the  event  of  financial  hardship  due  to
unforeseeable emergencies.

         1.3 Eligible Directors and Officers.  Incumbent  directors and officers
of the Company and its Subsidiaries  not  participating in the 1999 Deferred Fee
Plan  (as  defined  below)  are  eligible  to  participate  in this  Plan  after
completing  one year of service (each such  director,  a  "Director";  each such
officer, an "Officer") with credit for service prior to the Plan Effective Date.

         1.4 Deferred Fee Agreements.  Participants in the Plan shall enter into
a Deferred  Fee  Agreement  substantially  in the form  attached to this Plan as
Exhibit A (the "Deferred Fee Agreement").

         1.5 Prior Deferred Fee Plan. On November 1, 1999 the Board of Directors
of the Company  adopted and approved a Deferred Fee Plan (the "1999 Deferred Fee
Plan"), which will continue for the benefit of its participants according to the
terms  thereof.  This  Plan is  established  to  provide  substantially  similar
benefits to the 1999 Deferred Fee Plan for the  Directors and Officers  eligible
hereunder,  and this Plan is not intended to replace,  amend or restate the 1999
Deferred Fee Plan.  After the Plan Effective  Date, it is  anticipated  that all
Directors and Officers  eligible  hereunder shall receive  benefits  pursuant to
this Plan in lieu of any  benefit or  benefits  that may be granted or  approved
under the 1999 Deferred Fee Plan.


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                                    ARTICLE 2

                                   Definitions

         Whenever used in the Plan or in a Deferred Fee  Agreement  entered into
pursuant to this Plan, the following  terms shall have the meanings as set forth
in this  Article  II unless a  different  meaning  is  clearly  required  by the
context.

         2.1 Definitions.  Whenever used in this Agreement,  the following words
and phrases shall have the meanings specified:

                  2.1.1  "Change of Control"  means the transfer of greater than
25% of the Company's outstanding voting common stock followed within twelve (12)
months  by  termination  of the  Director's  status  as a member of the Board of
Directors of the Company or its  Subsidiaries  or  termination  of the Officer's
status as a corporate officer of the Company or its Subsidiaries.

                  2.1.2  "Code"  means the  Internal  Revenue  Code of 1986,  as
amended.  References  to a Code section shall be deemed to be to that section as
it now exists and to any successor provision.

                  2.1.3   "Deferral   Account"   means  the   Deferred   Account
established pursuant to the Deferred Fee Agreement.

                  2.1.4  "Disability"  means,  if the  Director  or  Officer  is
covered  by a  disability  insurance  policy  sponsored  by the  Company  or its
Subsidiaries,  total  disability as defined in such policy without regard to any
waiting  period.  If the  Director  or Officer is not  covered by such a policy,
Disability  means the  Director or Officer  suffering  a  sickness,  accident or
injury  which,  in the  judgment of a  physician  satisfactory  to the  Company,
prevents the Director or Officer from performing substantially all of the normal
duties of a director or officer. As a condition to any benefits, the Company may
require the Director or Officer to submit to such physical or mental evaluations
and tests as the Company's Board of Directors deems appropriate.

                  2.1.5  "Election Form" means the form attached as Exhibit 1 to
the Deferred Fee Agreement.

                  2.1.6  "Fees"  means the total fees payable to the Director or
Officer for  attending  meetings of the Board of Directors of the Company or its
Subsidiaries or committees of such Boards of Directors.

                  2.1.7 "Normal Termination Date" means the Director attaining a
retirement age fixed by the Company's Board of Directors and completing ten (10)
years of service.  The retirement age fixed by the Company's  Board of Directors
for this purpose shall be no earlier than age 65 and no later than age 75.


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                  2.1.8 "Termination of Service" means the Director's ceasing to
be a member of the Officer's ceasing to be a corporate officer of the Company or
its Subsidiaries for any reason whatsoever.

                  2.1.9   "Years  of   Service"   means  the  total   number  of
twelve-month  periods during which the Director  serves as a member of the Board
of  Directors  of the Company or its  Subsidiaries  or the  Officer  serves as a
corporate officer of the Company or its Subsidiaries.

                                    ARTICLE 3

                            Participation in the Plan

         3.1  Participation.  At anytime  after the Plan  Effective  Date,  each
Director  and Officer who is  eligible to  participate  in the Plan may become a
participant  in  this  Plan  on  the  first  day  of the  month  next  following
commencement  of his or her second  year of service as a director  or officer of
the Company or its  Subsidiaries  and  enrollment  pursuant  to this  Article 3.
Directors  elected or  appointed to the Board of Directors of the Company or its
Subsidiaries  shall be deemed to commence  their service at the time such person
assumes  office.   Officers   appointed  as  officers  of  the  Company  or  its
Subsidiaries  shall be deemed to commence  their service at the time such person
assumes office.

         3.2  Directors.  At any time after the Plan  Effective  Date,  eligible
Directors may enroll in the Plan by completing a Election Form and submitting it
to the Administrator. Enrollment shall be effective on or after the first day of
the  month  following  the date the  Election  Form is  properly  completed  and
accepted by the  Administrator  and the director  and the Company or  applicable
subsidiary have executed and delivered to each other a Deferred Fee Agreement.

         3.3  Officers.  At any time  after the Plan  Effective  Date,  eligible
officers  may  enroll  in the  Plan  upon  approval  of the  Company's  Board of
Directors  and  by  completing  an  Election  Form  and  submitting  it  to  the
Administrator.  Enrollment  shall be  effective on or after the first day of the
month following the date the Election Form is properly completed and accepted by
the Administrator and the officer and the Company or applicable  subsidiary have
executed and delivered to each other a Deferred Fee Agreement.

                                    ARTICLE 4

                            Deferral of Compensation

         4.1  Maximum Deferral.  There shall be no  limitation on the amount any
participant can defer in any taxable year.

         4.2  Minimum Deferral.  The minimum deferral amount for any participant
in  any  taxable  year  shall  not be  less  than  fifty  percent  (50%)  of the
participant's Fees.


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<PAGE>

         4.3  Modifications of Amount Deferred.  As provided in the Deferred Fee
Agreement,  a participant may change  deferral with respect to compensation  not
yet  earned  by  submitting  a  new  properly  executed  Election  Form  to  the
Administrator  at least ten (10) days  prior to the  beginning  of each  taxable
year. Such change shall take effect as soon as administratively  practicable but
not earlier than the first pay period following  receipt by the Administrator of
such Election Form.

         4.4  Effect of Modification of Deferral. As more particularly  provided
in  the  Deferred  Fee  Agreement,  modification  of  deferral  will  result  in
adjustment of benefits at  retirement,  termination  of service as a director or
officer  prior to  retirement,  disability,  death,  change  in  control  of the
Company, or in the event of financial hardship due to unforeseeable emergencies.

                                    ARTICLE 5

                            Distribution of Benefits

         5.1  Eligibility  for Payment.  Distribution  of benefits from the Plan
shall be made in accordance with the each participant's Deferred Fee Agreement.

         5.2 Distribution Due to Unforeseeable  Financial Emergency. As provided
in the Deferred Fee Agreement,  a participant may request a distribution  due to
hardship.

         5.3  Commencement  of  Distributions.  Distribution  of  benefits  to a
participant  under this Plan shall  commence as  provided  in the  participant's
Deferred Fee Agreement.

                                    ARTICLE 6

                          Form of Benefit Distributions

         6.1 Election.  A participant  may elect the form of distribution of his
or her benefits.

         6.2 Forms of  Distribution.  A participant may elect  distributions  of
benefits in one of the following forms:

         (a) Lump sum. A single payment of the entire balance of a participant's
Deferral Account.

         (b) Installments. Periodic payments over a specified period of time.

                                    ARTICLE 7

                             Beneficiary Information

         7.1  Beneficiary  Designation.   A  participant  shall  have  right  to
designate a  beneficiary,  and revoke or modify such  designation at any time as
provided  in  the  participant's  Deferred  Fee  Agreement.  In  the  event  the
participant  fails to  designate  a  beneficiary,  his or her  Deferral  Account
balance  shall be  distributed  as provided in the  participant's  Deferred  Fee
Agreement.


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<PAGE>

                                    ARTICLE 8

                               Plan Administration

         8.1 Plan  Administration.  The  Company's  Board of Directors  shall be
responsible for appointing an  Administrator to administer the Plan on behalf of
the Company and its Subsidiaries.  Such  Administrator may be an individual or a
committee   authorized  to  act   collectively   on  behalf  of  the  Plan.  The
Administrator  shall  administer  the  Plan  consistent  with  the  Plan and the
Deferred Fee Agreements and establish Deferral Accounts for each participant.

         8.2 Ownership of Assets.  All amounts of Fees deferred  under the Plan,
all property and rights purchased with such amounts and all income  attributable
to such amounts,  property or rights shall remain  (until made  available to the
participant or beneficiary) solely the property and rights of the Company or its
Subsidiaries  (without being  restricted to the provision of benefits under this
Plan) and shall be subject to the claims of the Company's  general  creditors of
the Company or applicable subsidiary.

                                    ARTICLE 9

                        Amendment or Termination of Plan

         9.1  Amendment of Plan.  The Company  shall have the right to amend the
Plan, at any time and from time to time, in whole or in part.  The Company shall
notify each participant in writing of any Plan amendment.

         9.2  Termination.  Although  the Company has adopted this Plan with the
intention and  expectation  to maintain the Plan  indefinitely,  the Company may
terminate  or  discontinue  the Plan in whole or in part at any time without any
liability for such termination or  discontinuance.  Upon Plan  termination,  all
deferrals  shall cease and  participants'  Deferred  Account  balances  shall be
distributed as provided in the Deferred Fee Agreements.

                                   ARTICLE 10

                                  Miscellaneous

         10.1 Limitation of Rights.  Neither the  establishment of this Plan nor
any  modification  thereof,  nor the  creation of any fund or  account,  nor the
payment of any benefits, shall be construed as giving a participant or any other
person any legal or  equitable  right  against the  Company or its  Subsidiaries
except as provided in the Plan or Deferred Fee Agreements.

         10.2  Limitation  on  Assignment.  Benefits  under this Plan may not be
assigned,  sold, transferred,  or encumbered,  and any attempt to do so shall be
void. A participant's or beneficiary's interest in benefits under the Plan shall
not be subject to debts or  liabilities  of any kind and shall not be subject to
attachment, garnishment or other legal process.


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<PAGE>

         10.3  Severability.  If a court of  competent  jurisdiction  holds  any
provision of this Plan to be invalid or unenforceable,  the remaining provisions
of this Plan shall continue to be fully effective.

         10.4  Applicable  Law. This Plan shall be construed in accordance  with
applicable federal law and, to the extent otherwise applicable,  the laws of the
State of California.


Adopted by the Board of Directors on May 28, 2002


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                                    Exhibit A

                             DEFERRED FEE AGREEMENT

         THIS DEFERRED FEE AGREEMENT (this  "Agreement") is made this ___ day of
_______,  20___ by and between  _________________  [North Bay Bancorp or name of
subsidiary]   (the   "Provider"),   and  [NAME  OF  DIRECTOR  OR  OFFICER]  (the
"Director"[OR "OFFICER"; CHANGE THROUGHOUT]).

                                  INTRODUCTION

         North  Bay  Bancorp  (the   "Company")  has  adopted  a  2002  Deferred
Compensation  Plan (the "Plan") for the benefit of the directors and officers of
the Company and its  Subsidiaries as more  particularly set forth in the Plan as
approved by the Company's  Board of Directors on May 28, 2002.  Any  capitalized
terms that are not defined  herein shall have the  meanings  ascribed to them as
set forth in the Plan.

         To encourage the Director to remain a member of the Provider's Board of
Directors,  the  Provider is willing to provide to the  Director a deferred  fee
opportunity  pursuant to the Plan.  The Provider  will pay the benefits from its
general assets.

         In  furtherance  of the Plan and the  purpose  of this  Agreement,  the
Provider and the Director have entered into this Agreement  pursuant and subject
to all of the  provisions  of the Plan  which  are  incorporated  herein by this
reference and shall govern in the event of any inconsistency.

                                    AGREEMENT

The Director and the Provider agree as follows:

1.   Deferral Election.

         1.1  Initial  Election.  The  Director  shall make an initial  deferral
election under this Agreement by filing with the Administrator a signed Election
Form  (attached  hereto as Exhibit 1) within  thirty (30) days after the date of
this  Agreement.  The  Election  Form  shall set forth the  amount of Fees to be
deferred and the form of benefit  payment.  The Election Form shall be effective
to defer only Fees earned  after the date the  Election  Form is received by the
Administrator.

         1.2 Election Changes.

                  1.2.1 Generally. The Director may modify the amount of Fees to
be deferred by filing a subsequent  signed Election Form with the  Administrator
at least ten (10) days prior to the beginning of each taxable year. The modified
deferral  shall be effective  as soon as  administratively  practicable  but not
earlier than the first pay period following receipt by the


<PAGE>

Administrator of such Election Form; provided,  however,  deferral changes shall
not reduce the amount of Fees  deferred  to less than the  minimum  deferral  or
increase  the  amount  of  Fees  deferred  to more  than  the  maximum  deferral
established by the Plan. The Director may not change the form of benefit payment
initially elected under Section 2.1.

                 1.2.2   Hardship.  If  an  unforeseeable   financial  emergency
arising  from  the  death  of  a  family  member,  divorce,   sickness,  injury,
catastrophe  or similar  event outside the control of the Director  occurs,  the
Director,  by  written  instructions  to the  Administrator  may reduce or cease
future deferrals under this Agreement.

2.   Deferral Account.

         2.1.  Establishing  and  Crediting.  The  Provider  shall  establish  a
Deferral Account on its books for the Director, and shall credit to the Deferral
Account the following amounts:

                  2.1.1  Deferrals.  The Fees deferred by the Director as of the
time the Fees would have otherwise been paid to the Director.

                  2.1.2 Interest. On the first day of each month and immediately
prior to the payment of any benefits,  interest on the account balance since the
preceding credit under this Section 3.1.2, if any, at an annual rate, compounded
monthly,  equal to the rate determined by the Company's  Board of Directors,  in
its sole discretion.

         2.2 Statement of Account.  The Provider  shall provide to the Director,
within ninety (90) days after the end of each taxable year, a statement  setting
forth the Deferral Account balance.

         2.3 Accounting Device Only. The Deferral Account is solely a device for
measuring amounts to be paid under this Agreement. The Deferral Account is not a
trust fund of any kind.  The  Director  is a general  unsecured  creditor of the
Provider for the payment of benefits.  The benefits  represent the mere Provider
promise to pay such  benefits.  The  Director's  rights  are not  subject in any
manner  to  anticipation,   alienation,  sale,  transfer,   assignment,  pledge,
encumbrance, attachment, or garnishment by the Director's creditors.

3.   Lifetime Benefits.

         3.1 Normal  Termination  Benefit.  Upon the  Director's  Termination of
Service on or after the Normal  Termination  Date, the Provider shall pay to the
Director the benefit described in this Section 3.1.

                  3.1.1 Amount of Benefit. The benefit under this Section 3.1 is
the Deferral Account balance at the Director's Termination of Service.

                  3.1.2 Payment of Benefit.  The Provider  shall pay the benefit
to the Director in the form elected by the  Director on the Election  Form.  The
Provider shall continue to credit interest under Section 2.1.2.


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<PAGE>

         3.2 Early Termination  Benefit. If the Director terminates service as a
director  before the Normal  Termination  Dateby reason of removal in accordance
with the  Company's or  Provider's  Bylaws or pursuant to an order issued by any
governmental  agency with  authority to examine  and/or  regulate the Company or
Provider,  the Provider shall pay to the Director the benefit  described in this
Section 3.2.

                  3.2.1 Amount of Benefit. The benefit under this Section 3.2 is
calculated by recomputing  the Deferral  Account balance from its inception with
the following modification:

                  3.2.1.1  Interest  Rate  Reduction.  The  interest  rate under
Section 2.1.2 shall be reduced by two-hundred (200) basis points.

                  3.2.2 Payment of Benefit.  The Provider  shall pay the benefit
to the Director in the form elected by the  Director on the Election  Form.  The
Provider shall continue to credit interest under Section 2.1.2.

         3.3  Disability  Benefit.  If  the  Director  terminates  service  as a
director for Disability prior to the Normal  Retirement Date, the Provider shall
pay to the Director the benefit described in this Section 3.3.

                  3.3.1 Amount of Benefit. The benefit under this Section 3.3 is
  the Deferral Account balance at the Director's Termination of Service.

                  3.3.2 Payment of Benefit.  The Provider  shall pay the benefit
to the Director in the form elected by the  Director on the Election  Form.  The
Provider shall continue to credit interest under Section 2.1.2.

         3.4  Change of  Control  Benefit.  Upon a Change of  Control  while the
Director is in the active service of the Provider, the Provider shall pay to the
Director the benefit  described in this Section 3.4 in lieu of any other benefit
under this Agreement.

                  3.4.1 Amount of Benefit. The benefit under this Section 3.4 is
the  Deferral  Account  balance  at the date of the  Director's  Termination  of
Service.

                  3.4.2 Payment of Benefit.  The Provider  shall pay the benefit
to the  Director  in a lump sum within  thirty  (30) days  after the  Director's
Termination of Service.

         3.5 Hardship Distribution. Upon the Provider's determination (following
petition by the  Director)  that the  Director  has  suffered  an  unforeseeable
financial emergency as described in Section 1.2.2, the Provider shall distribute
to the Director all or a portion of the Deferral  Account  balance as determined
by the  Provider,  but in no event  shall the  distribution  be greater  than is
necessary to relieve the financial hardship.

4.   Death Benefits

         4.1  Death During  Active  Service.  If the  Director dies while in the
active service of the


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Provider, the Provider shall pay to the Director's beneficiary (see also Section
5 below) the benefit described in this Section 4.1.

                  4.1.1 Amount of Benefit.  The benefit under Section 4.1 is the
amount of the Deferral Account Balance at the date of the Director's death.

                  4.1.2 Payment of Benefit.  The Provider  shall pay the benefit
to the beneficiary  within sixty (60) days following the Director's  death.  The
Provider shall continue to credit interest under Section 2.1.2.

         4.2  Death During  Benefit  Period.  If the Director dies after benefit
payments  have  commenced  under this  Agreement  but before  receiving all such
payments,  the  Provider  shall pay the  remaining  benefits  to the  Director's
beneficiary  at the same time and in the same  amounts they would have been paid
to the Director had the Director survived.

5.   Beneficiaries.

         5.1. Beneficiary   Designations.   The   Director  shall   designate  a
beneficiary by filing a written designation  (attached hereto as Exhibit 2) with
the Administrator. The Director may revoke or modify the designation at any time
by filing a new  designation.  However,  designations  will only be effective if
signed by the Director and accepted by the  Administrator  during the Director's
lifetime. The Director's  beneficiary  designation shall be deemed automatically
revoked if the beneficiary  predeceases the Director, or if the Director names a
spouse  as  beneficiary  and the  marriage  is  subsequently  dissolved.  If the
Director dies without a valid  beneficiary  designation,  all payments  shall be
made to the Director's  surviving spouse, if any, and if none, to the Director's
surviving  children  and the  descendants  of any  deceased  child  by  right of
representation,  and if no children or  descendants  survive,  to the Director's
estate.

         5.2  Facility  of  Payment.  If a benefit is  payable to a minor,  to a
person  declared  incompetent,   or  to  a  person  incapable  of  handling  the
disposition  of his or her  property,  the  Provider may pay such benefit to the
guardian,  legal  representative  or person  having  the care or custody of such
minor,  incompetent  person or incapable  person.  The Administrator may require
proof of incompetency, minority or guardianship as it may deem appropriate prior
to distribution of the benefit. Such distribution shall completely discharge the
Provider and Company from all liability with respect to such benefit.

6.   General Limitations.

Notwithstanding  any provision of this  Agreement to the contrary,  the Provider
shall not pay any benefit under this Agreement:

         6.1 Excess  Parachute  Payment.  To the extent the benefit  would be an
excess parachute payment under Section 280G of the Code.

         6.2 Termination  for Cause. If the Director's  service as a director is
terminated for:

                  6.2.1  Gross negligence or gross neglect of duties;

                  6.2.2  Commission  of  a  felony  or  of  a  gross misdemeanor
involving moral turpitude; or


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<PAGE>

                  6.2.3  Fraud, disloyalty, dishonesty  or  willful violation of
any law or significant  policy of the Company or its  Subsidiaries  committed in
connection  with the  Director's  service and resulting in an adverse  financial
effect on the Company or its Subsidiaries.

                  6.2.4.  Misconduct  resulting in an order of any  governmental
agency that the Director's service be terminated or the Director resign.

7.   Claims and Review Procedures.

         7.1 Claims  Procedure.  The  Administrator  shall notify the Director's
beneficiary  in  writing,  within  thirty  (30)  days  of  his  or  her  written
application  for  benefits,  of his or her  eligibility  or  noneligibility  for
benefits  under  the  Agreement.  If  the  Administrator   determines  that  the
beneficiary is not eligible for benefits or full benefits,  the notice shall set
forth (1) the specific reasons for such denial,  (2) a specific reference to the
provisions of the Agreement on which the denial is based,  (3) a description  of
any additional information or material necessary for the claimant to perfect his
or her claim,  and a description of why it is needed,  and (4) an explanation of
the Agreement's claims review procedure and other appropriate  information as to
the steps to be taken if the beneficiary  wishes to have the claim reviewed.  If
the  Administrator  determines  that there are special  circumstances  requiring
additional  time  to  make  a  decision,  the  Administrator  shall  notify  the
beneficiary  of the  special  circumstances  and the date by which a decision is
expected to be made, and may extend the time for up to an additional  ninety-day
period.

         7.2  Review  Procedure.   If  the  beneficiary  is  determined  by  the
Administrator  not to be eligible for benefits,  or if the beneficiary  believes
that he or she is entitled to greater or  different  benefits,  the  beneficiary
shall have the  opportunity  to have such  claim  reviewed  by the  Compensation
Committee of the Company's Board of Directors (the "Compensation  Committee") by
filing a petition for review with the Administrator within sixty (60) days after
receipt of the notice issued by the Administrator. Said petition shall state the
specific  reasons which the beneficiary  believes entitle him or her to benefits
or to greater or different benefits. Within sixty (60) days after receipt by the
Administrator  of the  petition,  the  Compensation  Committee  shall afford the
beneficiary (and counsel,  if any) an opportunity to present his or her position
to the  Compensation  Committee  orally or in writing,  and the  beneficiary (or
counsel)  shall  have  the  right  to  review  the  pertinent   documents.   The
Administrator  shall  notify the  beneficiary  of the  Compensation  Committee's
decision in writing within the sixty-day period,  stating specifically the basis
of  its  decision,  written  in a  manner  calculated  to be  understood  by the
beneficiary  and the specific  provisions of the Agreement on which the decision
is based.  If,  because of the need for a hearing,  the sixty-day  period is not
sufficient,  the decision may be deferred for up to another  sixty-day period at
the election of the Administrator, but notice of this deferral shall be given to
the beneficiary.

8.   Amendments and Termination.

The  Provider  may amend or  terminate  this  Agreement at any time prior to the
Director's Termination of Service by written notice to the Director. In no event
shall this  Agreement  be  terminated  without  payment to the  Director  of the
Deferral Account Balance  attributable to the Director's  deferrals and interest
credited on such amounts.


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<PAGE>


9.   Miscellaneous.

         9.1 Binding  Effect.  This  Agreement  shall bind the  Director and the
Provider,  their  beneficiaries,   survivors,   executors,   administrators  and
transferees, and, where expressly applicable, the Company.

         9.2 No Guaranty of  Employment.  This  Agreement  is not a contract for
services.  It does not give the  Director  the right to remain a director of the
Provider,  nor does it interfere  with the  shareholders'  rights to replace the
Director.  It also  does not  require  the  Director  to remain a  director  nor
interfere with the Director's right to terminate services at any time.

         9.3 Non-Transferability.  Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

         9.4 Tax  Withholding.  The Provider  shall  withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.

         9.5 Applicable  Law.  The Agreement and all rights  hereunder  shall be
governed by the laws of the State of California,  except to the extent preempted
by the laws of the United States of America.

         9.6 Unfunded  Arrangement.  The Director  and  beneficiary  are general
unsecured  creditors  of the  Provider  for the payment of  benefits  under this
Agreement.  The benefits  represent the mere promise by the Provider to pay such
benefits.  The rights to benefits are not subject in any manner to anticipation,
alienation,  sale, transfer,  assignment,  pledge,  encumbrance,  attachment, or
garnishment by creditors.

IN WITNESS WHEREOF,  the Director and a duly authorized officer of Provider have
signed this Agreement.

DIRECTOR:


-----------------------------------------------------

PROVIDER:
[NORTH BAY BANCORP, THE VINTAGE BANK, SOLANO BANK]


By:
     ------------------------------------------------
Name:
Title:  President & CEO


                                       6
<PAGE>


                                    Exhibit 1

                             DEFERRED FEE AGREEMENT

                          Deferral and Benefit Election
<TABLE>
<CAPTION>
I elect to defer Fees under my Deferral Fee Agreement, as follows:

======================================== ===================================== =====================================

         Amount of Deferral                      Frequency of Deferral                       Duration
======================================== ===================================== =====================================

<S>                                       <C>                                   <C>
     [Initial and Complete One]               [Initial and Complete One]            [Initial and Complete One]

 ___ I elect to defer ___% of Fees        ___  Beginning of Year                ___ This Year only

___ I elect to defer $ _____              ___  Each pay period                  ___  For ___ Years
of Fees

                                          ___  Monthly                          ___     Until the Normal
___ I elect not to defer Fees                                                           Termination Date
                                          ___  Quarterly

                                          ___  Semi-Annually

                                          ___  End of Year

---------------------------------------- ------------------------------------- -------------------------------------


======================================== ===================================== =====================================
</TABLE>

I  understand  that I may  change  the  amount,  frequency  and  duration  of my
deferrals   by  filing  a  new   election   form  with  the  North  Bay  Bancorp
Administrator,  provided,  however,  that any  subsequent  election  will not be
effective  until the calendar year  following the year in which the new election
is received by the Administrator.

                                 Form of Benefit

I elect to receive benefits under the Agreement in the following form:
                  _____  Lump sum
                  _____  Equal monthly installments for _______ months

I understand that I may not change the form of benefit elected,  even if I later
change the amount of my deferrals under this Agreement.

Signature
           ------------------------------------------
                  [Director Name]
Date:
       -----------------------------

Accepted this ___ day of                    , 20___.
                         -------------------

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


<PAGE>

                                    Exhibit 2

                             DEFERRED FEE AGREEMENT

                             Beneficiary Designation

         Subject to the terms and  conditions  of the 2002 Deferred Fee Plan and
of the  Deferred  Fee  Agreement  and  pursuant to Section 5 of the Deferred Fee
Agreement,  the  Undersigned  hereby  designates the following  beneficiary  for
purposes of the 2002 Deferred Fee Plan and the Deferred Fee Agreement:

BENEFICIARY:

Exact Name:
                  --------------------------------------------

                  --------------------------------------------
Address/Contact:
                  --------------------------------------------

                  --------------------------------------------


IN WITNESS WHEREOF:

Signature:
            -----------------------------------------

Date:
       ----------------------------------------------


Accepted this ___ day of                    , 20___.
                         -------------------

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