NORTH BAY BANCORP
                                STOCK OPTION PLAN


SECTION 1      PURPOSE AND RECITALS

         On November 1, 1999, North Bay Bancorp (the "Company")  became the bank
holding   company  of  The  Vintage  Bank  (the  "Bank")   through  a  corporate
reorganization (the  "Reorganization").  In the Reorganization,  the Bank became
the  wholly-owned  subsidiary  of the  Company.  Pursuant  to the  terms  of the
reorganization  the  Amended  and  Restated  1993 Stock  Option Plan of the Bank
became the North Bay Stock  Option  Plan.  The Bank Stock Option Plan (the "1993
Plan") was originally approved by the Board of Directors of the Bank on March 4,
1993,  approved by the  stockholders of the Bank on April 27, 1993, and approved
by the  California  Superintendent  of Banks on March 25, 1993,  and  thereafter
amended and  restated by the Board of  Directors  of the Bank on March 17, 1997,
and approved the  stockholders of the Bank on April 29, 1997, and amended by the
Board  of  Directors  of  the  Bank  on  July  21,  1997,  and  approved  by the
stockholders  of the Bank on April 28,  1998.  This  document  memorializes  all
amendments  to the 1993 Plan as well as an  amendment  approved  by the Board of
Directors of the Company on November 15, 1999,  which  amendment did not require
the approval of the stockholders of the Bank,  conforming  revisions  consistent
with the  effect  of the  Reorganization;  an  amendment  approved  the Board of
Directors of the Company on January 18, 2000,  which  amendment  did not require
stockholder  approval;  an  amendment  approved  the Board of  Directors  of the
Company on March 20, 2000,  and approved by  stockholders  of the Bank on May 9,
2000;  and  amendments  approved  by the Board of  Directors  of the  Company on
February  25,  2002 and May 28,  2002,  which  amendments  did not  require  the
approval of  stockholders  of the Company.  The purpose of the North Bay Bancorp
Stock  Option  Plan (the  "Plan")  is to  provide a means  whereby  non-employee
directors  (subject  to  the  restrictions  contained  in  Sections  2  and  4),
full-time, salaried officers, non-employee officers and employees of the Company
and its wholly-owned  bank  subsidiaries may be granted  incentive stock options
and/or  nonqualified  stock  options to purchase the Common Stock (as defined in
Section 3) of the  Company,  in order to attract and retain the services of such
directors,  full-time,  salaried officers,  non-employee officers and employees,
and to provide added  incentive to them by  encouraging  stock  ownership in the
Company.

SECTION 2      ADMINISTRATION

         2.1   Plan Administration

         This Plan shall be administered  by a Stock Option Plan  Administration
Committee (the  "Committee")  appointed by the Board of Directors of the Company
(the  "Board").  The number of members of the  Committee  shall be not less than
three.  The Committee shall be composed of the Personnel  Committee of the Board
excluding,  however, any full-time,  salaried officer or employee of the Company
or any of its wholly-owned  subsidiaries and provided that all of the members of
the  Committee  shall be  "disinterested  persons"  as  defined in the rules and
regulations  promulgated  under Section 16(b) of the Securities and Exchange Act
of 1934 (the "Exchange Act"), as amended from time to time.


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<PAGE>

         2.2   Procedures

         The  Committee  may hold  meetings at such times and places as it shall
determine.  The acts of a majority  of the members of the  Committee  present at
meetings at which a quorum exists,  or acts reduced to or approved in writing by
all Committee members, shall be valid acts of the Committee.

         2.3   Responsibilities

         Except for the terms and conditions  explicitly set forth in this Plan,
the Committee  shall have the  authority,  in its  discretion,  to determine all
matters  relating  to the  options  to be granted  under  this  Plan,  including
selection of the individuals to be granted  options,  the number of shares to be
subject to each option,  the exercise  price,  all other terms and conditions of
the options.  Grants  under the Plan need not be identical in any respect,  even
when made  simultaneously.  The interpretation and construction by the Committee
of any terms or provisions of this Plan or any option  issued  hereunder,  or of
any rule or regulation  promulgated in connection herewith,  shall be conclusive
and  binding  on all  interested  parties,  so  long a such  interpretation  and
construction,  with  respect to  incentive  stock  options,  corresponds  to the
requirements  of Section 422 of the Internal  Revenue Code of 1986 (the "Code"),
the regulations thereunder, and any amendments thereto.

         2.4   Section 16(b) Compliance and Bifurcation of This Plan

         It is the  intention  of the  Company  that  this  Plan  comply  in all
respects  with Rule 16b-3 under the Exchange  Act and, if any Plan  provision is
later found not to be in  compliance  with such Rule,  the  provisions  shall be
deemed null and void, and in all events this Plan shall be construed in favor of
its meeting the  requirements  of Rule 16b-3.  Notwithstanding  anything in this
Plan to the contrary, the Board, in its absolute discretion,  may bifurcate this
Plan so as to restrict, limit or condition the use of any provision of this Plan
to participants  who are officers and directors  subject to Section 16(b) of the
Exchange Act without so  restricting,  limiting or  conditioning  this Plan with
respect to other  participants.  No options  shall be granted under this Plan to
any person if the  granting of such option  would not meet the  requirements  of
Rule 16b-3 for exemption under Section 16(b) of the Exchange Act.

         2.5   Information to Optionees

         The  Company  shall  provide  Optionees  (defined  in  Section  4) with
consolidated  Financial  Statements of the Company and its subsidiaries not less
frequently than annually in accordance  with Regulation  260.140.46 of the Rules
of the California Corporations Commissioner.

SECTION 3      STOCK SUBJECT TO THIS PLAN

         The stock subject to this Plan shall be the Company's Common Stock (the
"Common Stock"),  presently  authorized but unissued or now held or subsequently
acquired by the Company.


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<PAGE>

Subject to adjustments as provided in Section 7, the aggregate  amount of Common
Stock to be delivered  upon the exercise of all options  granted under this Plan
shall not exceed  370,274  shares,  as such Common Stock was  constituted on the
effective  date of the  Reorganization.1  If any option  granted under this Plan
shall  expire,  be  surrendered,  exchanged  for  another  option,  canceled  or
terminated for any reason without having been exercised in full, the unpurchased
shares subject  thereto shall  thereupon again be available for purposes of this
Plan,  including  for  replacement  options which may be granted in exchange for
such surrendered, canceled or terminated options.

SECTION 4      ELIGIBILITY

         An incentive  stock option may be granted only to an individual who, at
the time the option is granted,  is a full-time  salaried officer or employee of
the Company or any of its wholly-owned subsidiaries. A nonqualified stock option
may be  granted  to any  director,  full-time,  salaried  officer,  non-employee
officer or employee of the Company or any of its wholly-owned subsidiaries.  Any
party to whom an  option  is  granted  under  this  Plan  shall be  referred  to
hereinafter as an "Optionee."

SECTION 5      TERMS AND CONDITIONS OF OPTIONS

         Options   granted  under  this  Plan  shall  be  evidenced  by  written
agreements  which  shall  contain  such  terms,   conditions,   limitations  and
restrictions   as  the  Committee   shall  deem  advisable  and  which  are  not
inconsistent  with this  Plan.  Notwithstanding  the  foregoing,  options  shall
include or incorporate by reference the following terms and conditions:

         5.1   Number of Shares and Price

         The  maximum  number of shares  that may be  purchased  pursuant to the
exercise  of each  option  and the  price  per  share at which  such  option  is
exercisable  (the  "exercise  price") shall be as  established by the Committee,
subject to the following limitations:

                  (a) the  exercise  price of any option  shall be not less than
the fair  market  value per share of the Common  Stock at the time the option is
granted,  which shall be  determined  by the  Committee in  accordance  with any
reasonable  valuation  method,  including  the  valuation  methods  described in
Treasury Regulation Section 20.2031-2;

                  (b) with respect to incentive stock options granted to greater
then 10% stockholders, the exercise price shall be as required by Section 6;

                  (c) the number of shares subject to outstanding  stock options
held by any single optionee shall not exceed 10% of the total outstanding shares
of Common Stock.

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         1By the terms of the 1993 Plan,  the  aggregate  amount of Common Stock
reserved  for  issuance  upon the  exercise of all options  granted was 140,000.
After giving effect to the split of the Bank's stock in 1997 and stock dividends
since the 1993 Plan was adopted,  the adjusted  number of shares  available  for
issuance  under the 1993 Plan as of November 1, 1999,  the effective date of the
Reorganization,  was 220,274.  At the 2000 Annual  meeting of  Shareholders  the
number of shares was increased to 370,274


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<PAGE>

         5.2   Non-Employee Directors

                  (a) In accordance with subsection 5.2 of the 1993 Plan,  every
director of the Bank who was not also a full-time,  salaried officer or employee
(a  "non-employee  director")  was  granted an option to purchase  3,000  shares
effective  upon the  latest of the  following  dates:  (1) the date on which the
Optionee had been a director for six months; (2) the date on which the 1993 Plan
was approved by the Bank's stockholders;  or (3) the date on which the 1993 Plan
was approved by the California  Superintendent  of Banks.  The exercise price of
the options granted to the non-employee  directors was the fair market value per
share of the Common Stock at the time of the grant. The term with respect to the
options  granted  to  the  non-employee  directors  was  5  years  and  30  days
exercisable pursuant to a vesting schedule entitling  non-employee  directors to
exercise  20% of the  total  option  following  the  completion  of each year of
service from the date the options were granted.

                  (b) Notwithstanding any provision herein to the contrary,  but
subject  to  all  limitations  not  inconsistent  herewith,  every  non-employee
director  of  the  Company  or any of its  wholly-owned  subsidiaries  shall  be
eligible to be granted an option to purchase 6,000 shares.2 The time of any such
grant shall be on the latest of the following  dates: (1) the date on which this
Plan is  approved  by the  Bank's  stockholders;  or (2) the date on  which  the
Optionee  becomes a  director.  The  exercise  price of any option  granted to a
non-employee  director  shall be the fair  market  value per share of the Common
Stock at the time of such  grant.  No options  may be granted to a  non-employee
director except as provided in this paragraph.

         5.3   Term and Maturity

         Subject to the  restrictions  contained  in  Section 6 with  respect to
granting  incentive stock options to greater than 10% stockholders,  the term of
each incentive stock option shall be as established by the Committee and, if not
so established,  shall be 10 years from the date it is granted,  but in no event
shall the term of any incentive  stock option exceed 10 years.  The term of each
nonqualified  stock option shall be as  established by the Committee and, if not
so established,  shall be 10 years;  provided,  however,  that (i) the term with
respect  to any  option  previously  granted to a  non-employee  director  under
subsection 5.2(a) or 5.2(b) shall remain 5 years and 30 days. To ensure that the
Company will achieve the purpose and receive the benefits  contemplated  in this
Plan,  any  option  granted  to any  Optionee  shall  (unless,  with  respect to
employees  who are not subject to Section 16 of the Exchange  Act, the condition
of this sentence is waived or modified in the agreement evidencing the option or
by  resolution  adopted  by  the  Committee)  be  exercisable  according  to the
following schedule:


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         2 By the terms of the 1993 Plan,  the  number of shares was 3,000.  The
number of shares  has been  increased  to  reflect  the effect of the 1997 stock
split.


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<PAGE>

             Period of Option's Continuous
         Relationship With the Company From         Portion of Total Option
               the Date the Option Is Granted        Which is Exercisable
         ----------------------------------       -------------------------

                  after 1 year                              20%
                  after 2 years                             40%
                  after 3 years                             60%
                  after 4 years                             80%
                  after 5 years                            100%

         Notwithstanding  the  foregoing,  any option  granted to a non-employee
director  under  subsection  5.2(b) shall be  exercisable  only according to the
following schedule:

            Period of Optionee's Continuous
        Relationship With the Company From           Portion of Total Option
              the Date the Option Is Granted           Which is Exercisable
        ----------------------------------         ---------------------------
                 after 1 year                               20%
                 after 2 years                              40%
                 after 3 years                              60%
                 after 4 years                              80%
                 after 5 years                             100%

         Notwithstanding  the  foregoing,  in the event an Optionee is unable to
exercise  any  non-qualified  stock option on account of the  Company's  Insider
Trading Policy,  the exercise period shall be extended until the next succeeding
trading  window  (determined  in  accordance  with the Insider  Trading  Policy)
closes.

         5.4   Exercise

         Subject to the vesting schedules described in subsection 5.3 and to any
additional  holding  period  required  by  applicable  law,  each  option may be
exercised in whole or in part; provided,  however, that no fewer than 20% of the
total shares  subject to the option (or the  remaining  shares then  purchasable
under the option, if less than 20%) may be purchased upon any exercise of option
rights  hereunder  and that only whole  shares  will be issued  pursuant  to the
exercise of any option. During an Optionee's lifetime, any stock options granted
under this Plan are  personal to him or her and are  exercisable  solely by such
Optionee. Options shall be exercised by delivery to the Company of notice of the
number of shares with respect to which the option is  exercised,  together  with
payment of the exercise price.

         5.5   Payment of Exercise Price

         Payment of the option  exercise price shall be made in full at the time
the notice of exercise of the option is delivered to the Company and shall be in
cash, bank certified or cashier's check or


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<PAGE>

personal  check  (unless at the time of exercise  the  Committee in a particular
case  determines  not to accept a personal  check) for the  Common  Stock  being
purchased.

         5.6   Withholding Tax Requirement

         The  Company  shall  have the right to  retain  and  withhold  from any
payment of cash or Common Stock under this Plan the amount of taxes  required by
any  government  to be withheld or  otherwise  deducted and paid with respect to
such payment.  At its discretion,  the Company may require an Optionee receiving
shares of Common Stock to reimburse  the Company for any such taxes  required to
be withheld by the Company and  withhold  any  distribution  in whole or in part
until the Company is so reimbursed.  In lieu thereof, the Company shall have the
right to  withhold  from any other  cash  amounts  due or to become due from the
Company to the  Optionee  an amount  equal to such taxes or retain and  withhold
that  number of shares  having a fair  market  value not less than the amount of
such taxes  required to be withheld by the Company to reimburse  the Company for
any such taxes and cancel (in whole or in part) any such shares so withheld.  If
required by Section 16(b) of the Exchange  Act, the election to pay  withholding
taxes by  delivery  of shares  held by any person who at the time of exercise is
subject to Section  16(b) of the  Exchange  Act shall be made  within six months
prior to the date the option exercise becomes taxable.

         5.7   Nontransferability of Option

         Options granted under this Plan and the rights and privileges conferred
hereby may not be transferred,  assigned,  pledged or hypothecated in any manner
(whether by  operation  of law or  otherwise)  other than by will or the laws of
descent and distribution or pursuant to a qualified  domestic relations order as
defined by the  Internal  Revenue Code or Title I of the  Employment  Retirement
Income  Security  Act,  or the rules  thereunder,  and shall not be  subject  to
execution,  attachment  or similar  process.  Any attempt to  transfer,  assign,
pledge,  hypothecate or otherwise dispose of any option under the Plan or of any
right or privilege conferred hereby contrary to the Code or to the provisions of
this Plan,  or the sale or levy of any  attachment  or similar  process upon the
rights and privileges  conferred hereby shall be null and void.  Notwithstanding
the  foregoing,  an Optionee may,  during the Optionee's  lifetime,  designate a
person who may exercise the option after the Optionee's  death by giving written
notice of such  designation to the Committee.  Such  designation  may be changed
from time to time by the  Optionee  by giving  written  notice to the  Committee
revoking any earlier designation and making a new designation.

         5.8   Termination of Relationship

         If the  Optionee's  relationship  with the Company or any  wholly-owned
subsidiary  ceases for any reason  other than  termination  for cause,  death or
total  disability,  and  unless by its terms the  option  sooner  terminates  or
expires,  then the  Optionee  may  exercise,  for a period of 90 days  following
termination of the relationship,  that portion of the Optionee's option which is
exercisable at the time of such cessation,  provided, however, that with respect
to a  Nonstatutory  Option,  such 90


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<PAGE>

day period may be extended for such further period as the Committee, in its sole
discretion, may determine, to a date not later than the original expiration date
specified in the Stock Option  Agreement.  The Optionee's option shall terminate
at the end of such period following such cessation as to all shares for which it
has not  theretofore  been  exercised,  . If, in the case of an incentive  stock
option,  an  Optionee's  relationship  with  the  Company  or  any  wholly-owned
subsidiary  changes (i.e., from employee to nonemployee,  such as a consultant),
such change shall constitute a termination of the Optionee's employment with the
Company or wholly-owned  subsidiary,  and the Optionee's  incentive stock option
shall terminate in accordance with this subsection.

         If the  relationship of an Optionee is terminated for cause, any option
granted hereunder shall automatically terminate as of the first discovery by the
Company or wholly-owned  subsidiary of any reason for termination for cause, and
such Optionee shall  thereupon have no right to purchase any shares  pursuant to
such  option.  "Termination  for cause"  shall mean  dismissal  for  dishonesty,
conviction or confession of a crime punishable by law (except minor violations),
fraud,  serious  misconduct,  material  regulatory  violation or  disclosure  of
confidential  information,  and shall include  termination  of any  relationship
pursuant to the order or request of any governmental  regulatory  agency.  If an
Optionee's  relationship  with the  Company or any  wholly-owned  subsidiary  is
suspended  pending an  investigation  of whether  or not the  Optionee  shall be
terminated  for  cause,  all the  Optionee's  rights  under any  option  granted
hereunder likewise shall be suspended during the period of investigation.

         If an  Optionee's  relationship  with the  Company or any  wholly-owned
subsidiary  ceases because of a total  disability,  the Optionee's  option shall
terminate at the end of a 12-month  period  following such cessation  (unless by
its terms it sooner  terminates  and  expires).  As used in this Plan,  the term
"total  disability"  refers to a mental or physical  impairment  of the Optionee
which is  expected to result in death or which has lasted or is expected to last
for a continuous period of 12 months or more and which causes the Optionee to be
unable, in the opinion of the Company and two independent physicians, to perform
his or her duties for the Company or  wholly-owned  subsidiary and to be engaged
in any substantial  gainful  activity.  Total disability shall be deemed to have
occurred on the first day after the Company and the two  independent  physicians
have furnished their opinion of total disability to the Committee.

         For purposes of this  subsection  5.7, with respect to incentive  stock
options,  employment  shall be  deemed to  continue  while  the  Optionee  is on
military leave, sick leave or other bona fide leave of absence (as determined by
the Committee). The foregoing notwithstanding, employment shall not be deemed to
continue  beyond  the  first  90 days  of  such  leave,  unless  the  Optionee's
reemployment rights are guaranteed by statute or by contract.

         5.9   Death of Optionee

         If an Optionee dies while he or she has a relationship with the Company
or any wholly-owned subsidiary,  any option held by such Optionee, to the extent
that the  Optionee  would have been  entitled to exercise  such  option,  may be
exercised within one year after his or her death by the personal  representative
of his or her estate or by the person or persons to whom the  Optionee's  rights
under the option  shall pass by will or by the  applicable  laws of descent  and
distribution.


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<PAGE>

         5.10  Status of Stockholders

         Neither the Optionee nor any party to which the  Optionee's  rights and
privileges  under the  option  may pass  shall be, or have any of the  rights or
privileges  of, a  stockholder  of the Company with respect to any of the shares
issuable  upon the  exercise  of any option  granted  under this Plan unless and
until such option has been exercised.

         5.11  Continuation of Relationship

         Nothing in this Plan or in any  option  granted  pursuant  to this Plan
shall  confer  upon any  Optionee  any right to  continue  in the  employ of the
Company or wholly-owned  subsidiary or to interfere in any way with the right of
the Company or  wholly-owned  subsidiary to terminate  his or her  employment or
other relationship with the Company or wholly-owned subsidiary at any time.

         5.12  Modification and Amendment of Option

         Subject  to the  requirements  of Code  Section  422  with  respect  to
incentive  stock  options  and  to the  terms  and  conditions  and  within  the
limitations of this Plan, the Committee may modify or amend outstanding  options
granted under this Plan. The modification or amendment of an outstanding  option
shall not, without the consent of the Optionee, impair or diminish any of his or
her rights or any of the obligations of the Company under such option. Except as
otherwise  provided in this Plan,  no  outstanding  option  shall be  terminated
without the consent of the Optionee.  Unless the Optionee agrees otherwise,  any
changes or adjustments made to outstanding incentive stock options granted under
this  Plan  shall  be  made  in  such  a  manner  so  as  not  to  constitute  a
"modification,"  as defined in Code Section  424(h),  and so as not to cause any
incentive  stock  option  issued  hereunder to fail to continue to qualify as an
incentive stock option as defined in Code Section 422(b).

         5.13  Limitation on Value for Incentive Stock Options

         As to all incentive stock options granted under the terms of this Plan,
to the extent that the aggregate  fair market value  (determined at the time the
incentive  stock option is granted) of the stock with respect to which incentive
stock  options are  exercisable  for the first time by the  Optionee  during any
calendar year (under this Plan and all other incentive stock option plans of the
Company) exceeds $100,000,  such options shall be treated as nonqualified  stock
options.  The previous  sentence shall not apply if the Internal Revenue Service
publicly  rules,  issues a private ruling to the Company,  any Optionee,  or any
legatee,  personal  representative  or  distributee  of an  Optionee  or  issues
regulations changing or eliminating such annual limit.

SECTION 6      GREATER THAN 10% STOCKHOLDERS

         6.1   Exercise Price and Term of Incentive Stock Options


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<PAGE>

         If incentive stock options are granted under this Plan to employees who
own more than 10% of the total combined  voting power of all classes of stock of
the Company,  the term of such  incentive  stock  options  shall not exceed five
years and the  exercise  price  shall be not less  than 110% of the fair  market
value of the Common  Stock at the time the  incentive  stock  option is granted.
This provision shall control  notwithstanding any contrary terms contained in an
option agreement or any other document.

         6.2   Attribution Rule

         For purposes of subsection  6.1, in  determining  stock  ownership,  an
employee shall be deemed to own the stock owned,  directly or indirectly,  by or
for his or her brothers,  sisters,  spouse,  ancestors  and lineal  descendants.
Stock  owned,  directly or  indirectly,  by or for a  corporation,  partnership,
estate  or trust  shall be  deemed  to be  owned  proportionately  by or for its
stockholders,  partners or beneficiaries.  If an employee or a person related to
the  employee  owns an  unexercised  option or warrant to purchase  stock of the
Company,  the stock  subject to that  portion of the option or warrant  which is
unexercised shall not be counted in determining stock ownership. For purposes of
this  Section 6, stock owned by an  employee  shall  include all stock  actually
issued  and  outstanding  immediately  before the grant of the  incentive  stock
option to the employee.

SECTION 7      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

         The  aggregate  number  and class of shares  for which  options  may be
granted  under  this  Plan,  the  number  and  class of shares  covered  by each
outstanding  option and the exercise  price per share thereof (but not the total
price),  and each such  option,  shall all be  proportionately  adjusted for any
increase  or  decrease  in the  number of issued  shares of Common  Stock of the
Company resulting from a split-up or consolidation of shares or any like capital
adjustment, or the payment of any stock dividend.

         7.1   Effect of Liquidation, Reorganization or Change in Control

                  7.l.1.   Cash, Stock and Other Property

                  Except as provided in subsection  7.1.2,  upon a merger (other
than a merger of the  Company in which the holders of Common  Stock  immediately
prior to the merger have the same proportionate ownership of Common Stock in the
surviving corporation immediately after the merger), consolidation,  acquisition
of  property   or  stock,   separation,   reorganization   (other  than  a  mere
reincorporation  of the  creation of a holding  company) or  liquidation  of the
Company,  as a result of which the stockholders of the Company have the right to
receive  cash,  stock or other  property in exchange for or in  connection  with
their shares of Common Stock, any option granted  hereunder shall be exercisable
in full  immediately  prior to any such merger,  consolidation,  acquisition  of
property or stock, separation, reorganization or liquidation, whether or not the
vesting  requirements  set forth in the option  agreement  have been  satisfied,
unless  such  options  are  converted  in  accordance  with  the  provisions  of
subsection 7.1.2.

                  7.l.2.   Conversion of Options on Stock-for-Stock Exchange


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<PAGE>

                  If the  stockholder  of the Company  receive  capital stock of
another  corporation  ("Exchange  Stock") in exchange for their shares of Common
Stock in any  transaction  involving  a merger,  consolidation,  acquisition  of
property or stock,  separation or reorganization,  all options granted hereunder
shall be converted into options to purchase  shares of Exchange Stock unless the
Company  and  the  corporation   issuing  the  Exchange  Stock,  in  their  sole
discretion,  determine that any or all such options granted  hereunder shall not
be converted into options to purchase shares of Exchange Stock but instead shall
terminate,  subject to the provisions of subsection  7.1.1. The amount and price
of converted  options  shall be  determined by adjusting the amount and price of
the options granted hereunder in the same proportion as used for determining the
number of shares of Exchange  Stock the holders of Common Stock  receive in such
merger,   consolidation,   acquisition  of  property  or  stock,  separation  or
reorganization.  The vesting  schedule set forth in the option  agreement  shall
continue to apply to the options granted for the Exchange Stock.

         7.2   Fractional Shares

         In the event of any  adjustment in the number of shares  covered by any
option,   any  fractional   shares  resulting  from  such  adjustment  shall  be
disregarded  and each such  option  shall  cover only the number of full  shares
resulting from such adjustment.

         7.3   Determination of Committee to Be Final

         All  Section  7  adjustments  shall be made by the  Committee,  and its
determination  as to what  adjustments  shall be made,  and the extent  thereof,
shall be final, binding and conclusive. Unless an Optionee agrees otherwise, any
change or adjustment to an incentive stock option shall be made in such a manner
so as not to constitute a "modification," as defined in Code Section 424(h), and
so as not to cause his or her incentive stock option issued hereunder to fail to
continue  to qualify as an  incentive  stock  option as defined in Code  Section
422(b).

SECTION 8      SECURITIES REGULATION

         Shares of Common  Stock shall not be issued  with  respect to an option
granted  under this Plan unless the exercise of such option and the issuance and
delivery  of such  shares  pursuant  thereto  shall  comply  with  all  relevant
provisions  of  law,  including,   without  limitation,   any  applicable  state
securities  laws, the Securities Act of 1933, as amended,  the Exchange Act, the
rules and regulations promulgated  thereunder,  any applicable banking rules and
regulations,  and the  requirements  of any stock exchange upon which the shares
may then be listed,  and shall be further subject to the approval of counsel for
the Bank with  respect to such  compliance,  including  the  availability  of an
exemption from  registration for the issuance and sale of any shares  hereunder.
Inability of the Company to obtain from any regulatory body having  jurisdiction
the  authority  deemed by the  Company's  counsel to be necessary for the lawful
issuance and sale of any shares hereunder or the  unavailability of an exemption
from  registration  for the  issuance  and sale of any  shares  hereunder  shall
relieve the Company of any  liability in respect of the  nonissuance  or sale of
such shares as to which such requisite authority shall not have been obtained.


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<PAGE>

         As a condition  to the  exercise of an option,  the Company may require
the Optionee to represent  and warrant at the time of any such exercise that the
shares are being purchased only for investment and without any present intention
to sell or  distribute  such  shares if, in the  opinion of the  counsel for the
Company,  such a  representation  is required by any  relevant  provision of the
aforementioned laws. At the option of the Company, a stop-transfer order against
any shares of stock may be placed on the official stock books and records of the
Company,  and a legend  indicating  that the stock may not be  pledged,  sold or
otherwise  transferred unless an opinion of counsel is provided (concurred in by
counsel for the Company)  stating that such  transfer is not in violation of any
applicable  law or regulation may be stamped on stock  certificates  in order to
assure  exemption from  registration.  The Committee may also require such other
action or  agreement  by the  Optionee as may from time to time be  necessary to
comply with the federal and state securities laws.

         Should  any of the  Company's  capital  stock of the same  class as the
Common  Stock  subject  to  options  granted  hereunder  be listed on a national
securities  exchange,  all  shares  of  Common  Stock  issued  hereunder  if not
previously  listed on such  exchange  shall be  authorized  by that exchange for
listing thereon prior to the issuance thereof.

SECTION 9      AMENDMENT AND TERMINATION

         9.1   Action of Board of Directors

         The Board of Directors of the Company may at any time suspend, amend or
terminate  this  Plan,  provided  that  except  as set forth in  Section  7, the
approval of the Company's stockholders shall have been obtained within 12 months
before or after the adoption by the Board of any amendment which will:

                  (a) increase the number of shares which are to be reserved for
         the issuance of options under this Plan;

                  (b) permit the granting of stock options to a class of persons
         other than those  presently  permitted to receive  stock  options under
         this Plan;

                  (c) reduce the minimum exercise price of options to be granted
         under this Plan;

                  (d) increase  the maximum term of options to be granted  under
         this Plan; or

                  (e) require  stockholders'  approval  under  applicable   law,
         including Section 16(b) of the Exchange Act.

         Any amendment made to this Plan which would constitute a "modification"
to incentive  stock options  outstanding on the date of such amendment shall not
be  applicable  to such  outstanding  incentive  stock  options,  but shall have
prospective effect only, unless the Optionee agrees otherwise.


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<PAGE>

         Notwithstanding the foregoing,  no amendment to this Plan which changes
the  amount,  price or timing of options  which may be  granted to  non-employee
directors  shall be made more than once every six months,  other than to comport
with changes in the  Internal  Revenue  Code,  the  Employee  Retirement  Income
Security Act, or the rules thereunder.

         9.2   Automatic Termination

         Unless  sooner  terminated by the Board,  this Plan shall  terminate 10
years from the date on which this Plan is adopted by the Board. No option may be
granted  after such  termination  or during  any  suspension  of this Plan.  The
amendment  or  termination  of this Plan shall not,  without  the consent of the
Optionee, alter or impair any rights or obligations under any option theretofore
granted under this Plan.

SECTION 10     EFFECTIVENESS OF THIS PLAN

         This Plan became  effective  upon adoption by the Board and approval by
the  stockholders of the Bank. This plan was approved by the stockholders of the
Bank on April 27, 1993 and by the  California  Superintendent  of Banks of March
25, 1993.

         Adopted and amended by the Board of  Directors of the Bank on March 17,
1997, approved by the stockholders of the Bank on April 29, 1997.

         An amendment made to include  non-employee  officers was adopted by the
Board of Directors of the Bank on July 21, 1997 and approved by the stockholders
of the Bank on April 28, 1998.

         Adopted  and  amended  by the  Board of  Directors  of the  Company  on
November 15, 1999.

         An  amendment  made  to  delete  former  7.1.1  which   authorized  the
acceleration  of unvested  options;  to modify prior  Section 7.1.2 (now Section
7.1.1) to delete references to the former acceleration  provision;  and to add a
new Section 2.5  "Information  to  Optionees,"  all as required as  condition to
issuance of a permit by the California  Department of Corporations,  was adopted
by the Board of  Directors  of the  Company on  January  18,  2000,  and did not
require stockholder approval.

         An  amendment  increasing  the  number of shares  subject  to grant was
adopted by the Board of  Directors of the Company on March 20, 2000 and approved
by the stockholders on May 9, 2000.

         An  amendment   made  to  reinstate   former  7.1.1   authorizing   the
acceleration  of unvested  options  and to modify  existing  Section  7.1.1 (now
Section 7.1.2) to add back references to the former  acceleration  provision was
adopted by the Board of  Directors  of the Company on February  25, 2002 and did
not require stockholder approval.

         An amendment  made to Section 5.8 providing  that upon cessation of the
Optionee's  relationship with the Company or any wholly-owned subsidiary for any
reason other than termination for cause, death, or total disability, the term of
the  Optionee's  vested  nonqualified  stock  options.


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<PAGE>

may be extended for such further period beyond 90 days as the Committee,  in its
sole discretion, may determine, to a date not later than the original expiration
date  specified  in the  Stock  Option  Agreement  was  adopted  by the Board of
Directors  of the  Company  on May 28,  2002  and did  not  require  shareholder
approval.





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