Certificate Number P-1                                 10,000 Capital Securities
            CUSIP NO. 6574859A8

THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED  (THE  "SECURITIES  ACT"),  ANY  STATE  SECURITIES  LAWS  OR  ANY  OTHER
APPLICABLE   SECURITIES   LAW.   NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS SUCH  TRANSACTION  IS EXEMPT  FROM,  OR NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE
HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  AGREES  TO OFFER,  SELL OR
OTHERWISE  TRANSFER  THIS  SECURITY  ONLY (A) TO THE  SPONSOR OR THE TRUST,  (B)
PURSUANT TO A REGISTRATION  STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES  ACT,  (C) TO A  PERSON  WHOM THE  SELLER  REASONABLY  BELIEVES  IS A
QUALIFIED  INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A SO LONG AS THIS  SECURITY IS ELIGIBLE  FOR RESALE  PURSUANT TO RULE 144A IN
ACCORDANCE WITH RULE 144A, (D) TO A NON-U.S.  PERSON IN AN OFFSHORE  TRANSACTION
IN ACCORDANCE  WITH RULE 903 OR RULE 904 (AS  APPLICABLE)  OF REGULATION S UNDER
THE SECURITIES ACT, (E) TO AN  INSTITUTIONAL  "ACCREDITED  INVESTOR"  WITHIN THE
MEANING  OF  SUBPARAGRAPH  (A) OF RULE  501  UNDER  THE  SECURITIES  ACT THAT IS
ACQUIRING THIS CAPITAL SECURITY FOR ITS OWN ACCOUNT,  OR FOR THE ACCOUNT OF SUCH
AN INSTITUTIONAL ACCREDITED INVESTOR FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO, OR FOR OFFER OR SALE IN CONNECTION  WITH, ANY  DISTRIBUTION  IN VIOLATION OF
THE SECURITIES  ACT, OR (F) PURSUANT TO ANY OTHER  AVAILABLE  EXEMPTION FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES  ACT,  SUBJECT TO THE SPONSOR'S AND
THE  TRUST'S  RIGHT  PRIOR TO ANY SUCH  OFFER,  SALE OR  TRANSFER TO REQUIRE THE
DELIVERY  OF AN OPINION  OF  COUNSEL,  CERTIFICATION  AND/OR  OTHER  INFORMATION
SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE DECLARATION OF TRUST, A COPY
OF WHICH MAY BE  OBTAINED  FROM THE SPONSOR OR THE TRUST.  HEDGING  TRANSACTIONS
INVOLVING  THIS  SECURITY MAY NOT BE  CONDUCTED  UNLESS LN  COMPLIANCE  WITH THE
SECURITIES ACT.


THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND
WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT,  INDIVIDUAL  RETIREMENT  ACCOUNT OR
OTHER PLAN OR ARRANGEMENT  SUBJECT TO TITLE I OF THE EMPLOYEE  RETIREMENT INCOME
SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  OR SECTION  4975 OF THE INTERNAL
REVENUE  CODE OF 1986,  AS AMENDED (THE  "CODE")  (EACH A "PLAN"),  OR AN ENTITY
WHOSE UNDERLYING  ASSETS INCLUDE "PLAN ASSETS BY REASON OF ANY PLAN'S INVESTMENT
IN THE ENTITY,  AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR
HOLD THE SECURITIES OR ANY INTEREST THEREIN,  UNLESS SUCH PURCHASER OR HOLDER IS
ELIGIBLE  FOR  EXEMPTIVE  RELIEF  AVAILABLE  UNDER  U.S.   DEPARTMENT  OF  LABOR
PROHIBITED  TRANSACTION  CLASS EXEMPTION 96-23,  95-60, 91-38,  90-1 OR 84-14 OR
ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT
PROHIBITED  BY SECTION 406 OF ERISA OR SECTION  4975 OF THE CODE WITH RESPECT TO
SUCH  PURCHASE OR HOLDING.  ANY  PURCHASER  OR HOLDER OF THE  SECURITIES  OR ANY
INTEREST  THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING
THEREOF THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF
SECTION  3(3)  OF  ERISA,  OR A PLAN  TO  WHICH  SECTION  4975  OF THE  CODE  IS
APPLICABLE,  A TRUSTEE OR OTHER PERSON  ACTING ON BEHALF OF AN EMPLOYEE  BENEFIT
PLAN OR PLAN,  OR ANY OTHER  PERSON OR ENTITY  USING THE ASSETS OF ANY  EMPLOYEE
BENEFIT PLAN OR PLAN TO FINANCE SUCH  PURCHASE,  OR (II) SUCH  PURCHASE WILL NOT
RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.


THIS  SECURITY  WILL BE ISSUED AND MAY BE  TRANSFERRED  ONLY IN BLOCKS  HAVING A
LIQUIDATION  AMOUNT OF NOT LESS THAN  S500,000.00 (500 SECURITIES) AND MULTIPLES
OF $1,000.00 IN EXCESS THEREOF.  ANY ATFEMPTED TRANSFER OF SECURITIES IN A BLOCK
HAVING A LIQUIDATION  AMOUNT OF LESS THAN $500,000.00 SHALL BE DEEMED TO BE VOID
AND OF NO LEGAL EFFECT WHATSOEVER.


THE  HOLDER OF THIS  SECURITY  AGREES  THAT IT WILL  COMPLY  WITH THE  FOREGOING
RESTRICTIONS.


IN CONNECTION  WITH ANY  TRANSFER,  THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATE AND OTHER  INFORMATION AS MAY BE REQUIRED BY THE
DECLARATION   TO  CONFIRM  THAT  THE  TRANSFER   COMPLIES   WITH  THE  FOREGOING
RESTRICTIONS.


                                  June 26, 2002
             Certificate Evidencing Floating Rate Capital Securities

                                       of                 [COPY]

                           North Bay Statutory Trust I

                (liquidation amount $1,000 per Capital Security)


         North Bay Statutory  Trust I, a statutory  trust created under the laws
of the State of Connecticut (the "Trust"), hereby certifies that Hare & Co. (the
"Holder"),  as the nominee of The Bank of New York,  indenture trustee under the
Indenture  dated as of June 26 2002 among  Preferred  Term  Securities  VI, Ltd,
Preferred  Term  Securities  VI, Inc. and The Bank of New York is the registered
owner of securities of the Trust representing  undivided beneficial interests in
the assets of the Trust,  (liquidation  amount $1,000 per capital security) (the
"Capital  Securities").  Subject to the  Declaration  (as  defined  below),  the
Capital  Securities are  transferable  on the books arid records of the Trust in
person or by a duly authorized attorney, upon surrender of this Certificate duly
endorsed and in proper form for transfer. The designation,  rights,  privileges,
restrictions,  preferences  and  other  terms  and  provisions  of  the  Capital
Securities  represented hereby are issued pursuant to, and shall in all respects
be subject to, the  provisions of the Amended and Restated  Declaration of Trust
of the Trust dated as of June 26, 2002, among Terry L. Robinson,  Dale Brain and
Lee-Ann  Cimino,  as  Administrators,  State  Srreet  Bank and Trust  Company of
Connecticut,  National Association, as Institutional Trustee, North Bay Bancorp,
as Sponsor,  and the holders from time to time of undivided beneficial interests
in the  assets  of the  Trust,  including  the  designation  of the terms of the
Capital  Securities  as set  forth  in  Annex I to  such  amended  and  restated
declaration as the same may be amended from time to time (the "Declaration").


<PAGE>

Capitalized  terms used herein but not defined shall have the meaning given them
in the  Declaration.  The Holder is entitled to the benefits of the Guarantee to
the extent provided therein. The Sponsor will provide a copy of the Declaration,
the  Guarantee,  and the  Indenture  to the Holder  without  charge upon written
request to the Trust at its principal place of business.

         Upon receipt of this Security,  the Holder is bound by the  Declaration
and is entitled to the benefits thereunder.

         By acceptance of this Security,  the Holder agrees to treat, for United
States  federal  income tax purposes,  the  Debentures as  indebtedness  and the
Capital Securities as evidence of beneficial ownership in the Debentures.

         This Capital Security is governed by, and construed in accordance with,
the laws of the State of  Connecticut,  without regard to principles of conflict
of laws.

                     Signature appears on the following page


<PAGE>

         IN WITNESS WHEREOF, the Trust has duly executed this certificate.

                                          NORTH BAY STATUTORY TRUST I




                                           By: /s/ Terry L. Robinson
                                              ----------------------------------
                                           Name:  Terry L. Robinson
                                           Title: Administrator


                                     [COPY]

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

         This   is  one  of  the   Capital   Securities   referred   to  in  the
within-mentioned Declaration.


                                          STATE STREET BANK AND TRUST COMPANY OF
                                          CONNECTICUT, NATIONAL ASSOCIATION,
                                          as the Institutional Trustee


                                          By:  /s/  ???????????????
                                             -----------------------------------
                                                     Authorized Officer


                                                          [COPY]

<PAGE>

                           REVERSE OF CAPITAL SECURITY

         Distributions  payable on each Capital  Security  will be payable al an
annual rate equal to 5.3369%  beginning on (and  including) the date of original
issuance and ending on (but excluding)  September 26, 2002 and at an annual rate
for each successive period beginning on (and including)  September 26, 2002. and
each  succeeding  Distribution  Payment Date, and ending on (but  excluding) the
next succeeding Distribution Payment Date (each a "Distribution Period"),  equal
to 3-Month LIBOR, determined as described below, plus 3.45% (the "Coupon Rate");
provided, however, that prior to June 26, 2007, the Coupon Rate shall not exceed
11.95%,  applied to the  slated  liquidation  amount of  $1,000.00  per  Capital
Security,  such rate being the rate of interest  payable on the Debentures to be
held by the  Institutional  Trustee.  Distributions  in arrears  for more than a
quarterly  period  will  bear  interest  thereon  compounded  quarterly  at  the
Distribution  Rate  (to the  extent  permitted  by  applicable  law).  The  term
"Distributions"  as used herein includes  payments of Interest and any principal
on the Debentures held by the  Institutional  Trustee unless otherwise stated. A
Distribution  is payable only to the extent that payments are made in respect of
the  Debentures  held  by  the  Institutional  Trustee  and to  the  extent  the
Institutional   Trustee  has  funds   available   therefor.   As  used   herein,
"Determination  Date" means the date that is two London  Banking  Days (i.e.,  a
business day in which dealings in deposits in U.S. dollars are transacted in the
London interbank market) preceding the commencement of the relevant Distribution
Period.  In the event that any date on which a Distribution  is payable on  this
Capital  Security  is not a Business  Day,  then a payment  of the  Distribution
payable on such date will be made on the next succeeding day which is a Business
Day (and  without  any  Distribution  or other  payment  in  respect of any such
delay),  except that,  if such Business Day is in the next  succeeding  calendar
year, such payment shall be made on the immediately  preceding  Business Day, in
each case with the same force and effect as if made on the date the  payment was
originally  payable.  The amount of interest payable for any Distribution Period
will  be  calculated  by  applying  the  Coupon  Rate  to the  principal  amount
outstanding at the commencement of the Distribution  Period and multiplying each
such amount by the actual number of days in the  Distribution  Period  concerned
divided by 360.


          "3-Month  LIBOR" as used herein,  means the London  interbank  offered
interest rate for three-month  U.S. dollar deposits  determined by the Debenture
Trustee  in the  following  order  of  priority:  (i) the rate  (expressed  as a
percentage per annum) for U.S.  dollar  deposits  having a three-month  maturity
that appears on Telerate Page 3750 as of 11:00 am.  (London time) on the related
Determination  Date ("Telerate Page 3750" means the display  designated as "Page
3750" on the Dow Jones  Telerate  Service or such other page as may replace Page
3750 on that  service or such other  service or services as may be  nominated by
the British  Bankers'  Association as the information  vendor for the purpose of
displaying  London interbank  offered rates for U.S. dollar  deposits);  (ii) if
such rate cannot be identified on the related  Determination Date, the Debenture
Trustee will request the principal  London  offices of four leading banks in the
London interbank market to provide such banks' offered quotations  (expressed as
percentages  per annum) to prime banks in the London  interbank  market for U.S.
dollar deposits having a three-month  maturity as of 11:00 a.m. (London time) on
such Determination Date. If at least two quotations are provided,  3-Month LIBOR
will be the  arithmetic  mean of such  quotations;  (iii) if fewer than two such
quotations are provided as requested in clause (ii) above, the Debenture Trustee
will  request  four  major New York City banks to provide  such  banks'  offered
quotations  (expressed as percentages  per annum) to leading  European banks for
loans in U.S. dollars as of 11:00 a.m. (London time) on such Determination Date.
If at  least  two  such  quotations  are  provided,  3-Month  LIBOR  will be the
arithmetic mean of such  quotations;  and (iv) if fewer than two such quotations
are provided as requested in clause (iii) above, 3-Month LIBOR will be a 3-Month
LIBOR determined with respect to the Distribution  Period immediately  preceding
such current  Distribution Period. If the rate for U.S. dollar deposits having a
three-month  maturity that  initially  appears on Telerate Page 3750 as of 11:00
am.  (London  time)  on the  related  Determination  Date is  superseded  on the
Telerate  Page 3750 by a  corrected  rate by 12:00  noon  (London  time) on such
Determination Date, then the corrected rate as so substituted on the  applicable
page will be the applicable 3-Month LLBOR for such Determination Date.


          The Coupon Rate for any Distribution  Period will at no time be higher
than the maximum rate then permitted by New York law as the same may be modified
by United States law.


          All  percentages  resulting  from  any  calculations  on  the  Capital
Securities will be rounded, if necessary,  to the nearest one hundred-thousandth
of a percentage  point,  with five  one-millionths of a percentage point rounded
upward (e.g.,  9.876545% or .09876545 being rounded to 9.87655% or .0987655, and
all dollar amounts used in or resulting from  such  calculation  will be rounded
to the nearest cent (with one-half cent being rounded upward)).


         Except as  otherwise  described  below,  Distributions  on the  Capital
Securities  will be cumulative,  will accrue from the date of original  issuance
and will be payable  quarterly in arrears on March 26, June 26, September 26 and
December 26 of each year, commencing on September 26, 2002. The Debenture Issuer
has the  right  under  the  Indenture  to  defer  payments  of  interest  on the
Debentures by extending  the interest  payment  period for up to 20  consecutive
quarterly periods (each an "Extension Period") on the Debentures, subject to the
conditions  described below,  although such interest would continue to accrue on
the  Debentures  at an annual  rate equal to the  Distribution  Rate  compounded
quarterly  to the  extent  permitted  by law  during any  Extension  Period.  No
Extension  Period may end on a date other than a  Distribution  Payment Dale. At
the end of any such Extension Period the Debenture Issuer shall pay all interest
then accrued and unpaid on the  Debentures  (together with  Additional  Interest
thereon);  provided,  however,  that no Extension  Period may extend  beyond the
Maturity Date. Prior to the termination of any Extension  Period,  the Debenture
Issuer may further extend such period,  provided that such period  together with
all such previous and further consecutive extensions thereof shall not exceed 20
consecutive  quarterly  periods,  or extend beyond the Maturity Date.  Upon  the
termination  of any  Extension  Period and upon  the  payment of all accrued and
unpaid interest and Additional Interest, the Debenture Issuer may commence a new
Extension  Period,  subject  to  the  foregoing  requirements.  No  interest  or
Additional Interest shall be due and payable during an Extension Period,  except
at the end thereof,  but each  installment of interest that would otherwise have
been  due and  payable  during  such  Extension  Period  shall  bear  Additional
Interest. If Distributions are deferred,  the Distributions due shall be paid on
the  date that the related  Extension  Period  terminates,  to  Holders  of  the
Securities  as they  appear on the books and  records of the Trust on the record
date  immediately  preceding such date.  Distributions on the Securities must be
paid on the dates payable  (after giving effect to any Extension  Period) to the
extent that the Trust has funds available for the payment of such  distributions
in  the  Property  Account  of  the  Trust.  The  Trust's  funds  available  for
Distribution  to  the  Holders  of  the  Securities  will be limited to payments
received from the Debenture  Issuer.  The payment of Distributions out of moneys
held by the Trust is guaranteed by the Guarantor pursuant to the Guarantee.


           The  Capital  Securities  shall  be  redeemable  as  provided  in the
Declaration.


<PAGE>

                                   ASSIGNMENT

       FOR VALUE RECEIVED,  the  undersigned  assigns and transfers this Capital
Security Certificate to:


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       (Insert assignee's social security or tax identification number)


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        (Insert address and zip code of assignee) and irrevocably appoints


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        agent to transfer this Capital Security Certificate on the books  of the
        Trust. The agent may substitute another to act for him or her.



        Date _____________________________


        Signature: _______________________


                           (Sign exactly as your name appears on the other  side
of this Capital Security Certificate)


Signature Guarantee: (1)



-------------------------
1 Signature must be guaranteed by an "eligible guarantor  institution" that is a
bank,  stockbroker,  savings and loan  association  or credit union  meeting the
requirements of the Security registrar, which requirements include membership or
participation in the Securities  Transfer Agents Medallion  Program ("STAMP") or
such other  "signature  guarantee  program" as may be determined by the Security
registrar in addition to, or in substitution  for, STAMP, all in accordance with
the Securities Exchange Act of l934, as amended.