THE 2005

                                NORTH BAY BANCORP

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN





                            Effective October 1, 2005



<PAGE>
<TABLE>
<CAPTION>

                                                 TABLE OF CONTENTS
                                                                                                Page
<S>                        <C>                                                                  <C>
ARTICLE I                  PURPOSE; EFFECTIVE DATE                                              1

ARTICLE II                 DEFINITIONS                                                          1
                          2.1       Actuarial Equivalent                                        1
                          2.2       Applicable Percentage                                       1
                          2.3       Basic Benefit                                               1
                          2.4       Board                                                       1
                          2.5       Change in Control                                           1
                          2.6       Committee                                                   2
                          2.7       Company                                                     2
                          2.8       Disability/Disabled                                         2
                          2.9       Retirement                                                  2
                          2.10      Normal Retirement Date                                      2
                          2.11      Early Retirement Date                                       2
                          2.12      Early Retirement Benefit                                    3
                          2.13      Participant                                                 3
                          2.14      Participation Agreement                                     3
                          2.15      Supplemental Retirement Benefit                             3

ARTICLE III                ELIGIBILITY AND PARTICIPATION                                        3

                          3.1       Eligibility and                                             3

ARTICLE IV                 SUPPLEMENTAL RETIREMENT BENEFITS                                     4
                          4.1      Retirement on or After Normal Retirement Date                4
                          4.2      Retirement on or After Early Retirement Date
                                   but Before Normal Retirement Date                            4
                          4.3      Termination Without Cause                                    4
                          4.4      Voluntary Termination                                        4
                          4.5      Termination Pursuant to a Change in Control                  4
                          4.6      Termination Following the Determination of Disability        5
                          4.7      Termination for Cause                                        5
                          4.8      Death of Participant During Active Employment                5

ARTICLE V                 FORM AND PAYMENT OF BENEFITS                                          5
                          5.1      Internal Revenue Code Section 409A Compliance                5
                          5.2      Reduction for Early Commencement of Benefits                 6
                          5.3      Form of Benefit Payment                                      6
                          5.4      Modifying Form of Benefit Payment                            6
                          5.5      Withholding of Payroll Taxes                                 7
                          5.6      Payment to Guardian                                          7
</TABLE>


                                                       ii
<PAGE>

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<CAPTION>

                                                 TABLE OF CONTENTS

                                                    (Continued)
                                                                                                Page
<S>                       <C>                                                                   <C>
ARTICLE VI                ADMINISTRATION                                                        7
                          6.1      Committee and Duties                                         7
                          6.2      Agents                                                       7
                          6.3      Binding Effect of Decisions                                  7
                          6.4      Indemnity of Committee                                       7

ARTICLE VII               BENEFICIARY DESIGNATION                                               7
                          7.1      Designation                                                  7
                          7.2      Amendments to Beneficiary Designation                        8
                          7.3      No Participant Designation                                   8
                          7.4      Effect of Payment                                            8

ARTICLE VIII              CLAIMS PROCEDURE                                                      8
                          8.1      Claim                                                        8
                          8.2      Arbitration of Disputes                                      8

ARTICLE IX                MISCELLANEOUS  9
                          9.1      Unfunded Plan                                                9
                          9.2      Unsecured General Creditor                                   9
                          9.3      Trust Fund                                                   9
                          9.4      Nonassignability                                             10
                          9.5      Not a Contract of Employment                                 10
                          9.6      Protective Provisions                                        10
                          9.7      Terms                                                        10
                          9.8      Captions                                                     10
                          9.9      Governing Law                                                10
                          9.10     Validity                                                     10
                          9.11     Notice                                                       10
                          9.12     Successors                                                   11
                          9.13     IRS Section 280G Issues                                      11

EXHIBIT 1:  Participation Agreement

EXHIBIT 2:  Distribution Election Form

EXHIBIT 3:  Beneficiary Agreement
</TABLE>


                                      iii
<PAGE>


                                    THE 2005

                                NORTH BAY BANCORP

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                                    ARTICLE I
                                    ---------

                           PURPOSE AND EFFECTIVE DATE
                           --------------------------

     The purpose of this Supplemental  Executive Retirement Plan (the "Plan") is
to memorialize the Company's  supplemental executive retirement plan pursuant to
which the Company entered into Executive  Supplemental  Compensation  Agreements
with key employees and to provide  supplemental  retirement benefits for certain
key employees of North Bay Bancorp and  subsidiaries  or affiliates  thereof who
are employed by the Company on, or after  October 1, 2005.  It is intended  that
the Plan will aid in retaining and attracting individuals of exceptional ability
by providing them with these benefits.  It is intended that the Plan and related
Participation  Agreements (including those Participation Agreements entered into
in  place  of the  Executive  Supplemental  Compensation  Agreements  previously
entered into by the Company  pursuant to its supplemental  executive  retirement
plan meet the  requirements  of Internal  Revenue Code Section  409A.  This Plan
shall be effective as of October 1, 2005.

                                   ARTICLE II

                                   DEFINITIONS

     For the purposes of this Plan, the following  terms shall have the meanings
indicated, unless the context clearly indicates otherwise:

     2.1 Actuarial Equivalent. "Actuarial Equivalent" means equivalence in value
between two or more forms and/or times of payment based on a determination by an
actuary chosen by the Committee,  using sound actuarial  assumptions at the time
of such determination.

     2.2 Applicable Percentage. The term "Applicable Percentage" shall mean that
percentage  of the  Supplemental  Retirement  Benefits that the  Participant  is
entitled to receive based on the  circumstances  surrounding  the termination of
Employment.  The Applicable Percentage of Supplemental Retirement Benefits shall
accrue on the schedule incorporated in the Participation Agreement.

     2.3 Basic  Benefit.  The term  "Basic  Benefit"  shall have the meaning set
forth in Section 5.3(A).

     2.4 Board. "Board" means the Board of Directors of North Bay Bancorp.

     2.5 Change in Control. Change in Control shall be defined as follows:


                                       1
<PAGE>

          (A)  The  acquisition of more than fifty percent (50%) of the value or
               voting power of the Company's stock by a person or group;

          (B)  The  acquisition  in a period of twelve (12) months or less of at
               least  thirty-five  percent  (35%)  of the  Company's  stock by a
               person or group;

          (C)  The replacement of a majority of the Company's Board of Directors
               in a period of twelve (12) months or less by  directors  who were
               not endorsed by a majority of the current board members; or

          (D)  The  acquisition  in a period  of twelve  (12)  months or less of
               forty  percent  (40%)  or  more  of the  Company's  assets  by an
               unrelated entity.

     For the purpose of this  Agreement,  transfers made on account of deaths or
gifts,  transfers between family members or transfers to a qualified  retirement
plan  maintained by the Company shall not be considered in  determining  whether
there has been a Change in Control.

     2.6 Committee. "Committee" means the Compensation Committee of the Board.

     2.7  Company.  "Company"  means  North Bay  Bancorp,  any  subsidiaries  or
affiliates thereof, or any successors thereto.

     2.8  Disability/Disabled.  For the purpose of this Plan, a Participant will
be considered disabled if:

          (A)  He is unable to engage in any  substantial  gainful  activity  by
               reason  of  any   medically   determinable   physical  or  mental
               impairment  which  can be  expected  to result in death or can be
               expected to last for a continuous  period of not less than twelve
               (12) months, or

          (B)  He is, by reason of any medically determinable physical or mental
               impairment  which  can be  expected  to result in death or can be
               expected to last for a continuous  period of not less than twelve
               (12) months,  receiving income replacement  benefits for a period
               of not less than three (3) months  under an  accident  and health
               plan covering employees of Participant's employer.

     2.9 Retirement.  The term "Retirement" or "Retires" shall refer to the date
which the Participant  acknowledges in writing to Company to be the last day the
Participant  will  provide  any  significant  personal  services,  whether as an
employee or  independent  consultant or  contractor,  to Company (for any reason
other than Termination for Cause, because of a Disability, or Following a Change
of  Control,  as  defined  herein).  For  purposes  of  this  Plan,  the  phrase
"significant  personal services" shall mean more than ten (10) hours of personal
services  rendered to one or more individuals or entities in any thirty (30) day
period.


                                       2
<PAGE>


     2.10 Normal Retirement Date.  "Normal  Retirement Date" shall mean the date
specified in the  Participation  Agreement on which the  Participant  terminates
employment  with the Company (for any reason other than  Termination  for Cause,
because of a Disability,  or Following a Change of Control), if such termination
date occurs on or after such Participant's Normal Retirement Date.

     2.11  Early  Retirement  Date.  "Early  Retirement  Date"  means  the  date
specified  in the  Participation  Agreement  on which a  Participant  terminates
employment  with the Company (for any reason other than  Termination  for Cause,
because of a Disability,  or Following a Change of Control), if such termination
date occurs on or after such Participant's Early Retirement Date.

     2.12 Early Retirement Benefit.  "Early Retirement  Benefit",  except as may
otherwise  be  provided  in the  Participation  Agreement,  means the  Actuarial
Equivalent  of the  Supplemental  Retirement  Benefit  based on the actual Early
Retirement Date.

     2.13 Participant.  "Participant"  means any individual who is participating
in or has  participated  in this  Plan,  and who has not yet  received  his full
benefit hereunder, as provided in Article III.

     2.14 Participation Agreement. "Participation Agreement" means the agreement
filed by a Participant and approved by the Board pursuant to Article III.

     2.15 Supplemental  Retirement  Benefit.  "Supplemental  Retirement Benefit"
means the benefit specified in the Participation Agreement.

                                   ARTICLE III
                                   -----------

                          ELIGIBILITY AND PARTICIPATION
                          -----------------------------

     3.1 Eligibility and Participation.

          (A)  Eligibility. Eligibility to participate in the Plan is limited to
               those key employees of the Company that are designated, from time
               to time, by the Board.

          (B)  Participation.  An employee's  participation in the Plan shall be
               effective  upon  notification  of such person by the Committee of
               eligibility  to   participate,   completion  of  a  Participation
               Agreement by such person,  and  acceptance  of the  Participation
               Agreement  by the  Committee.  Participation  in the  Plan  shall
               continue until such time as the Participant terminates employment
               with the Company and as long  thereafter  as the  Participant  is
               eligible to receive benefits under this Plan.


                                       3
<PAGE>


                                   ARTICLE IV
                                   ----------

                        SUPPLEMENTAL RETIREMENT BENEFITS
                        --------------------------------

     4.1  Retirement  on  or  After  Normal   Retirement  Date.  The  Applicable
Percentage  of  the  Supplemental  Retirement  Benefit  (as  identified  in  the
Participant  Agreement)  for a  Participant  whose  employment  with the Company
terminates on or after the Normal  Retirement  Date shall be one hundred percent
(100%). Unless selected otherwise in accordance with the terms of paragraph 5.3,
this  Supplemental  Retirement  Benefit shall be paid monthly,  with payments to
commence  on the first  day of the  month  following  the  Participant's  Normal
Retirement Date and continuing until the death of the Participant.

     4.2  Retirement  on or  After  Early  Retirement  Date  but  Before  Normal
Retirement  Date.  The  Participant  may elect to retire on or after a date that
constitutes an Early Retirement Date and receive the Actuarial Equivalent of the
Applicable Percentage of the Supplemental Retirement Benefit based on the actual
Early Retirement Date. Unless selected otherwise in accordance with the terms of
paragraph 5.3, this Supplemental  Retirement Benefit shall be paid monthly, with
payments to commence on the first day of the month  following the  Participant's
Early Retirement Date and continuing until the death of the Participant.

     4.3  Termination   Without  Cause.  If  the  Participant's   employment  is
terminated by the Company without Cause,  the  Participant  shall be eligible to
receive  the  Actuarial   Equivalent  of  the   Applicable   Percentage  of  the
Supplemental  Retirement  Benefits as of the effective date of Termination  with
payments to commence  thirty (30) days after the later of the Normal  Retirement
Date  or the  date  of  termination,  and  continuing  until  the  death  of the
Participant.  Participant  shall have the ability to select an alternate payment
form in accordance with the terms of paragraph 5.3.

     4.4 Voluntary Termination. If the Participant's employment is terminated by
voluntary  resignation  prior to the Early Retirement Date, and such resignation
is not subject to the provisions of paragraph 4.5 below,  the Participant  shall
be entitled to be paid the Actuarial Equivalent of the Applicable  Percentage of
the Supplemental Retirement Benefit as of the effective date of Termination with
payments to  commence  thirty (30) days after the Normal  Retirement  Date,  and
shall continue until the death of the  Participant.  Participant's  Supplemental
Retirement  Benefit shall be subject to forfeiture  prior to the commencement of
payments if so provided in the Participation Agreement.

     4.5 Termination Pursuant to a Change in Control. In the event a Participant
is terminated "Pursuant to a Change in Control", the Applicable Percentage shall
be one hundred percent (100%). A termination  shall be deemed to be "Pursuant to
a Change in Control" if,  within two (2) years  following  the  occurrence  of a
Change in Control,  the Participant's  employment with the Company is terminated
by (i) the  Company  without  Cause or (ii) the  Participant  on  account of (y)
Participant's   position,   responsibilities   or   working   conditions   being
substantially  diminished  or (z) a  material  reduction  in  the  Participant's
compensation or benefits.  At the  Participant's  option,  this Benefit shall be
paid monthly,  with payments to commence on the first day of the month following
the  Participant's  Early  Retirement  Date (reduced to actuarial  equivalent in
accordance with the terms of paragraph 5.2) or the Normal  Retirement  Date, and
continuing until the death of the Participant. In the event Participant fails to
select a payment  start  date,  payments  shall  begin one month  following  the
Participant's Normal Retirement Date.


                                       4
<PAGE>

     4.6 Termination  Following the Determination of Disability.  The Applicable
Percentage  for a  Participant  whose  employment  with the  Company  terminates
because  of  Disability  shall be the  Applicable  Percentage  as of the date of
termination. Unless selected otherwise in accordance with the terms of paragraph
5.3,  payments  shall  commence  thirty  (30) days after the later of the Normal
Retirement Date or the date of termination and shall continue until the death of
the Participant.

     4.7  Termination  For Cause.  If a Participant is terminated for Cause,  as
defined below, Participant shall forfeit any and all benefits payable under this
Plan.  For the  purpose  of this  Plan,  Cause  shall be  defined  as any of the
following:

          (A)  The Participant commits fraud, theft or embezzlement  against the
               Company;

          (B)  The  Participant  commits  a felony  or a crime  involving  moral
               turpitude;

          (C)  The Participant  compromises  trade secrets or other  proprietary
               information of the Company;

          (D)  The Participant breaches any non-solicitation  agreement with the
               Company;

          (E)  The Participant  breaches of the material terms of any employment
               agreement entered into with the Company, and if give the right in
               any such  employment  agreement,  fails to cure  said  breach  in
               accordance therewith;

          (F)  The  Participant  breaches  any  of  the  material  terms  of his
               Participation Agreement;

          (G)  The Participant  engages in any grossly  negligent act or willful
               misconduct that causes, or could be reasonably expected to cause,
               harm to the business, operations or reputation of the Company;

          (H)  The Company is ordered to terminate any employment agreement with
               the  Participant  by any  governmental  agency  with  supervisory
               authority over the Company.


     4.8 Death of Participant During Active Employment. In the event Participant
dies while actively employed by Company, then no death benefits shall be payable
under  this  Agreement  (other  than a  survivor  benefit  qualified  for  under
paragraphs 4.1 through 4.7 above and selected  pursuant to paragraph  5.3). Such
benefits are described by a Joint Beneficiary Designation Agreement, if any.


                                    ARTICLE V
                                    ---------

                          FORM AND PAYMENT OF BENEFITS
                          ----------------------------

     5.1 Internal Revenue Code Section 409A Compliance.  It is the intent of the
parties to comply with all applicable Internal Revenue Code Sections, including,
but not limited to, IRC 409A.  Thus, for any benefits  payable  pursuant to this
Plan, if the Participant is a Key Employee,  as defined by the Internal  Revenue
Service,  and said Company is publicly  traded at the time of  "separation  from
service" (as defined by IRC 409A),  any such benefit  payment  described  herein
shall be withheld for six (6) months following such separation from service,  in
order to comply with IRC 409A.


                                       5
<PAGE>

     5.2 Reduction for Early Commencement of Benefits. If a Participant receives
a  Supplemental  Retirement  Benefit  under this Plan  before the  Participant's
Normal  Retirement  Date,  the monthly  Supplemental  Retirement  Benefit shall,
except as may otherwise be provided in the Participation  Agreement,  be reduced
to its Actuarial Equivalent value.

     5.3 Form of Benefit Payment.  The Supplemental  Retirement Benefit shall be
paid in the basic form provided in (A) below,  unless the Participant selects an
alternate  form of payment.  The basic and  alternative  forms of payment are as
follows:


          (A)  Basic Form of Benefit Payments.  Unless an alternate selection is
               made,  payments  made  pursuant  to this  Plan  shall  be made as
               follows:  Monthly single life annuity for the Participant's  life
               in the amount specified in the  Participation  Agreement  ("Basic
               Benefit").

          (B)  Alternative Forms of Benefit Payment.

               (i)  A joint and  survivor  annuity of the  Actuarial  Equivalent
                    Value equal to the Basic  Benefit with payment  continued to
                    the  survivor  in the same  amount as the amount paid to the
                    Participant.

               (ii) A joint and  survivor  annuity of the  Actuarial  Equivalent
                    Value equal to the Basic  Benefit with payment  continued to
                    the   survivor  in  one-half  of  the  amount  paid  to  the
                    Participant.

              (iii) Any other  Actuarial  Equivalent  method as approved  by the
                    Board and selected in accordance  with the provisions of the
                    appropriate IRS  requirements,  including but not limited to
                    IRC 409A.

     5.4 Modifying Form of Benefit Payment. A Participant may modify the form of
Benefit Payment,  however any such modification (i) may not take effect until at
least twelve (12) months after the date on which the election is made,  and (ii)
the first  payment to which such  election is made must be deferred for a period
of at least five (5) years from the date the payment would  otherwise  have been
made.

     5.5 Withholding of Payroll Taxes.  The Company shall withhold from payments
made hereunder any taxes required to be withheld from a Participant's  age under
federal, state or local law. However, a Participant's designated Beneficiary may
elect not to have  withholding  for  federal  income tax  purposes  pursuant  to
Section  3405(a) (2) of the Internal  Revenue Code,  or any successor  provision
thereto.


                                       6
<PAGE>

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


                                   ARTICLE VI
                                   ----------

                                 ADMINISTRATION
                                 --------------

     6.1 Committee and Duties. This Plan shall be administered by the Committee.
The Committee shall have the authority to make,  amend,  interpret,  and enforce
all appropriate  rules and regulations for the  administration  of this Plan and
decide or resolve any and all questions including  interpretations of this Plan,
as may arise in connection with the Plan.

     6.2 Agents.  In the  administration  of this Plan,  the Committee may, from
time to time, employ agents and delegate to them such  administrative  duties as
it sees fit,  and may from time to time  consult with counsel who may be counsel
to the Company.

     6.3 Binding Effect of Decisions. The decision or action of the Committee in
respect of any question arising out of or in connection with the administration,
interpretation  and  application  of the  Plan  and the  rules  and  regulations
promulgated hereunder shall be final and conclusive and binding upon all persons
having any interest in the Plan.

     6.4 Indemnity of Committee.  The Company shall  indemnify and hold harmless
the members of the Committee against any and all claims, loss, damage,  expense,
or  liability  arising  from any action or  failure to act with  respect to this
Plan, except in the case of gross negligence or willful misconduct.

                                   ARTICLE VII
                                   -----------

                             BENEFICIARY DESIGNATION
                             -----------------------

     7.1 Beneficiary Designation.  Each Participant shall have the right, at any
time, to designate  any person or persons as his  Beneficiary  or  Beneficiaries
(both primary as well as  secondary)  to whom benefits  under this Plan shall be
paid in the event of his death prior to complete distribution to the Participant
of the benefits due under the Plan. Each Beneficiary  designation  shall be in a
written form prescribed by the Committee,  and will be effective only when filed
with the Committee during the Participant's lifetime.

     7.2 Amendments to Beneficiary Designation.  Any Beneficiary designation may
be changed by a Participant without the consent of any designated Beneficiary by
the filing of a new Beneficiary designation with the Committee.  The filing of a
new  Beneficiary  designation  form will  cancel  all  Beneficiary  designations
previously  filed. If a Participant's  Compensation is community  property,  any
Beneficiary  designation  shall be valid or effective  only as  permitted  under
applicable law.


                                       7
<PAGE>

     7.3 No Participant Designation.  In the absence of an effective Beneficiary
designation,  or if all designated  Beneficiaries  predecease the Participant or
die prior to  complete  distribution  of the  Participant's  benefits,  then the
Participant's  designated  Beneficiary  shall be deemed to be the  Participant's
estate.

     7.4  Effect  of  Payment.  The  payment  to the  deemed  Beneficiary  shall
completely discharge the Company's obligations under this Plan.

                                  ARTICLE VIII
                                  ------------

                                CLAIMS PROCEDURE
                                ----------------

     8.1 Claim.  The Company shall,  but only to the extent  necessary to comply
with ERISA,  be designated as the named fiduciary under this Plan and shall have
authority to control and manage the operation and  administration  of this Plan.
Consistent therewith, the Company shall make all determinations as to the rights
to benefits under this Plan. Any decision by the Company  denying a claim by the
Participant,  the Participant's  spouse,  or the  Participant's  beneficiary for
benefits under this Plan shall be stated in writing and delivered or mailed, via
registered or certified mail, to the Participant,  the  Participant's  spouse or
the Participant's beneficiary, as the case may be. Such decision shall set forth
the specific  reasons for the denial of a claim. In addition,  the Company shall
provide  the  Participant,   the  Participant's   spouse  or  the  Participant's
beneficiary  with a  reasonable  opportunity  for a full and fair  review of the
decision denying such claim.

     8.2  Arbitration  of Disputes.  All unresolved  claims,  disputes and other
matters in  question  arising  out of or  relating to this Plan or the breach or
interpretation  thereof,  other than those matters which are to be determined by
the Company in its sole and  absolute  discretion,  shall be resolved by binding
arbitration before a representative member,  selected by the mutual agreement of
the parties, of the Judicial Arbitration and Mediation Services,  Inc. ("JAMS"),
located in San Francisco,  California.  In the event JAMS is unable or unwilling
to conduct the arbitration  provided for under the terms of this  Paragraph,  or
has discontinued its business,  the parties agree that a representative  member,
selected by the mutual  agreement  of the parties,  of the American  Arbitration
Association  ("AAA"),  located in San Francisco,  California,  shall conduct the
binding  arbitration  referred  to in this  Paragraph.  Notice of the demand for
arbitration shall be filed in writing with the other party to this Plan and with
JAMS (or AAA, if  necessary).  In no event shall the demand for  arbitration  be
made after the date when institution of legal or equitable  proceedings based on
such  claim,  dispute  or  other  matter  in  question  would be  barred  by the
applicable  statute of  limitations.  The  arbitration  shall be subject to such
rules of procedure  used or established by JAMS, or if there are none, the rules
of procedure used or established by AAA. Any award rendered by JAMS or AAA shall
be final and binding  upon the  parties,  and as  applicable,  their  respective
heirs, beneficiaries, legal representatives, agents, successors and assigns, and
may be entered in any court having jurisdiction  thereof.  The obligation of the
parties to arbitrate  pursuant to this clause shall be specifically  enforceable
in accordance with, and shall be conducted  consistently with, the provisions of
Title 9 of Part 3 of the California  Code of Civil  Procedure.  Any  arbitration
hereunder shall be conducted in Napa, California,  unless otherwise agreed to by
the parties.


                                       8
<PAGE>

                                   ARTICLE IX
                                   ----------

                                  MISCELLANEOUS
                                  -------------

     9.1 Unfunded Plan.  This Plan is intended to be an unfunded plan maintained
primarily  to  provide  deferred  compensation  benefits  for a select  group of
"management or highly compensated employees" within the meaning of Sections 201,
301, and 401 of the Employee  Retirement Income Security act of 1974, as amended
("ERISA"),  and therefore to be exempt from the  provisions of Parts 2, 3, and 4
of Title I ERISA. Accordingly,  the Plan shall terminate and no further benefits
shall be paid  hereunder in the event it is  determined  by a court of competent
jurisdiction  or by an opinion of counsel that the Plan  constitutes an employee
pension benefit plan within the meaning of Section 3(2) of ERISA which is not so
exempt.

     9.2  Unsecured  General  Creditor.  Participants  and their  Beneficiaries,
heirs, successors, and assigns shall have no legal or equitable rights, interest
or  claims  in any  property  or  assets  of the  Company,  nor  shall  they  be
Beneficiaries of, or have any rights,  claims or interests in any life insurance
policies,  annuity  contracts,  or the proceeds  therefrom owned or which may be
acquired  by the  Company.  Except  as may be  provided  in  Section  8.3,  such
policies,  annuity  contracts or other  assets of the Company  shall not be held
under any trust for the benefit of  Participants,  their  Beneficiaries,  heirs,
successors  or  assigns,  or  held  in any way as  collateral  security  for the
fulfilling of the obligations of the Company under this Plan. Any and all of the
Company's  assets and policies  shall be, and remain,  the  general,  unpledged,
unrestricted  assets of the Company.  The  Company's  obligation  under the Plan
shall be that of an unfunded and unsecured promise to pay money in the future.

     9.3 Trust Fund.  The Company  shall be  responsible  for the payment of all
benefits  provided under the Plan. At its discretion,  the Company may establish
one or more trusts, with such trustee as the Board may approve,  for the purpose
of  providing  for the  payment  of such  benefits.  Such trust or trusts may be
irrevocable,  but the  assets  thereof  shall be  subject  to the  claims of the
Company's  creditors.  To the extent any  benefits  provided  under the Plan are
actually paid from any such trust, the Company shall have no further  obligation
with respect thereto,  but to the extent not so paid, such benefits shall remain
the obligation of, and shall be paid by, the Company.

     9.4 Nonassignabiliy.  Neither a Participant nor any other person shall have
any right to commute, sell, assign, transfer,  pledge,  anticipate,  mortgage or
otherwise encumber, transfer, hypothecate or convey in advance of actual receipt
the amounts, if any, payable hereunder,  or any part thereof, which are, and all
rights to which are, expressly declared to be unassignable and  nontransferable.
No part of the amount  payable  shall,  prior to actual  payment,  be subject to
seizure or  sequestration  for the payment of any debts,  judgments,  alimony or
separate  maintenance  owed  by a  Participant  or  any  other  person,  nor  be
transferable  by operation of law in the event of a  Participant's  or any other
person's bankruptcy or insolvency.


                                       9
<PAGE>

     9.5 Not a Contract of  Employment.  The terms and  conditions  of this Plan
shall not be deemed to constitute a contract of  employment  between the Company
and the  Participant,  and the  Participant (or his  Beneficiary)  shall have no
rights  against the Company  except as may  otherwise be  specifically  provided
herein. Moreover, nothing in this Plan shall be deemed to give a Participant the
right to be  retained in the  service of the  Company or to  interfere  with the
right of the Company to discipline or discharge him at any time.

     9.6 Protective Provisions. A Participant will cooperate with the Company by
furnishing  any and all  information  requested  by the  Company,  in  order  to
facilitate  the  payment  of  benefit  hereunder,  and by taking  such  physical
examinations  as the Company may deem  necessary and taking such other action as
may be requested by the Company.

     9.7 Terms. Whenever any words are used herein in the masculine,  they shall
be  construed  as though they were used in the  feminine in all cases where they
would so apply; and wherever any words are used herein in the singular or in the
plural,  they  shall be  construed  as though  they  were used in the  plural or
singular, as the case may be, in all cases where they would so apply.

     9.8 Captions.  The captions of the articles,  sections,  and  paragraphs of
this Plan are for  convenience  only and shall not control or affect the meaning
or construction of any of its provisions.

     9.9  Governing  Law.  The  provisions  of this  Plan  shall  be  construed,
interpreted,  and governed in all respects in accordance with applicable federal
law and, to the extent not preempted by such federal law, in accordance with the
laws of the State of California.

     9.10  Validity.  If any  provision  of this Plan  shall be held  illegal or
invalid for any reason, the remaining provisions shall nevertheless  continue in
full force and effect without being impaired or invalidated in any way.

     9.11 Notice.  Any notice or filing required or permitted to be given to the
Committee under the Plan shall be sufficient in writing and hand  delivered,  or
sent by registered or certified mail, to any member of the Committee,  or to the
Company's  statutory agent.  Such notice shall be deemed given as of the date of
delivery  or, if delivery is made by mail,  as of the date shown on the postmark
on the receipt for registration or certification.

     9.12  Successors.  The  provisions of this Plan shall bind and inure to the
benefit of the Company and its  successors and assigns.  The term  successors as
used herein shall  include any corporate or other  business  entity which shall,
whether  by  merger,  consolidation,   purchase  or  otherwise  acquire  all  or
substantially  all of the business and assets of the Company,  and successors of
any such corporation or other business entity.


                                       10
<PAGE>

     9.13 IRC Section 280G Issues.  Unless otherwise provided in a Participant's
Participation  Agreement  or other  agreement  between the  Participant  and the
Company,  if all or any portion of the amounts payable to the Participant  under
this Plan,  either alone or together with other payments  which the  Participant
has the  right  to  receive  from  the  Company,  constitute  "excess  parachute
payments"  within the meaning of Section  280G of the  Internal  Revenue Code of
1986,  as amended  (the  "Code"),  that are subject to the excise tax imposed by
Section 4999 of the Code (or similar tax and/or  assessment),  Participant shall
be  responsible  for  the  payment  of such  excise  tax and  Company  shall  be
responsible for any loss of deductibility  related thereto;  provided,  however,
that  Company  and  Participant  shall  cooperate  with  each  other and use all
reasonable  efforts to  minimize to the fullest  extent  possible  the amount of
excise tax  imposed  by Section  4999 of the Code.  If, at a later  date,  it is
determined  (pursuant to final  regulations or published rulings of the Internal
Revenue  Service,  final  judgment  of a court  of  competent  jurisdiction,  or
otherwise) that the amount of excise taxes payable by the Participant is greater
than the amount  initially  so  determined,  then the  Participant  shall pay an
amount equal to the sum of such additional excise taxes and any interest,  fines
and penalties resulting from such underpayment.  The determination of the amount
of any such  excise  taxes  shall  be made by the  independent  accounting  firm
employed by the Company immediately prior to the change in control or such other
independent  accounting firm or advisor as may be mutually  agreeable to Company
and Participant in the exercise of their reasonable good faith judgment.


NORTH BAY BANCORP


By:________________________________       By: ______________________________
         Signature and Date                          Secretary and Date


Title:______________________________


                                       11
<PAGE>

EXHIBIT 1

Participation Agreement
The 2005 North Bay Bancorp Supplemental Executive Retirement Plan

Participant:               (INSERT NAME)
             -----------------------------------------------

Eligibility Date:      (INSERT DATE OF ELIGIBILITY)
                  ------------------------------------------


The above named  Participant is authorized to receive  benefits  pursuant to The
2005 North Bay  Bancorp  Supplemental  Executive  Retirement  Plan as  described
below. Benefit accrual shall commence as of the Eligibility Date listed above.

         Applicable Percentage Schedule:             [insert]

     Benefit Amount: Unless an alternate method of payment is selected using the
attached  Distribution  Election Form, the Company shall pay to the  Participant
pursuant  to the Plan  during the  Participant's  lifetime,  an amount  equal to
___________________________  ($________)  per year in twelve (12) equal  monthly
installments. The amount of Participant Benefits payable under the Plan shall be
increased  annually  at the rate of two  percent  (2%) per year from the date of
commencement of payments of the Benefits until the death of the Participant.

Normal Retirement Date:   Attainment of age _____ (___).

Early Retirement Date:  Attainment of age ______ (___).

Risk of Forfeiture:

Participant acknowledges that in the course of employment Participant has become
privy to confidential  information of the Company  including  customer  deposit,
loan, sales and marketing  information,  customer  account records,  proprietary
processing techniques,  information regarding vendors and products, training and
operations  memoranda  and  similar  information,   personnel  records,  pricing
information,  financial information, and trade secrets concerning or relating to
the business,  accounts, customers and employees and affairs of the Company (the
foregoing constituting "Confidential Information").  On account of the foregoing
and Participant's position of trust and confidence with the Company, Participant
agrees that in the event Participant  voluntarily terminates employment and such
termination  occurs after  Participant has achieved an Applicable  Percentage of
one hundred percent (100%) and such termination is not subject to the provisions
of Section  4.5 of the Plan,  Participant  shall  forfeit any and all rights and
benefits, including Participant Benefits payable under the Plan, Participant may
have under the terms of this Participation  Agreement and shall have no right to
be paid any of the amounts which would  otherwise be due or paid to  Participant
by the  Company  pursuant  to the  terms  of  this  Participation  Agreement  if
Participant  violates any of the following  provisions prior to attaining Normal
Retirement Age.


                                       12
<PAGE>

          (a)  Participant shall not utilize  Confidential  Information,  either
               directly or indirectly,  to call on,  solicit,  or take away as a
               client, customer or prospective client or customer, or attempt to
               call  on,  solicit  or  take  away  as  a  client,   customer  or
               prospective  client or customer,  any person or entity that was a
               client,  customer  or  prospective  client  or  customer  of  the
               Company.  For purposes of this Agreement  "prospective  client or
               customer"  shall  include  any  person  or  entity  with whom the
               Company has had contact  for the purpose of  soliciting  business
               within six months prior to Participant's voluntary termination of
               employment  or whom  the  Company  intended  to  contact  for the
               purpose  of   soliciting   business   within  six  months   after
               termination of employment,  of which contact or intended  contact
               Participant   had  knowledge   while  employed  by  the  Company.
               Participant  acknowledges that it would be extremely difficult or
               impractical to determine  whether  Participant used  Confidential
               Information  in connection  with the activity  prohibited by this
               provision  and  that it is  reasonable  to  presume,  based  upon
               Participant's period of service to the Company,  that Participant
               used Confidential Information in connection with any violation of
               this provision.

          (b)  Participant   shall  not,  either  directly  or  indirectly,   on
               Participant's  own  behalf  or in the  service  or on  behalf  of
               others, solicit, divert , attempt to solicit, divert or induce or
               attempt to induce to discontinue  employment with the Company any
               person employed by the Company, whether or not such employee is a
               full time  employee  or a  temporary  employee of the Company and
               whether or not such  employment is for a determined  period or is
               at will.

          (c)  Participant  shall  not,  either  directly  or  indirectly,  use,
               disclose or make available Confidential Information to any person
               or entity, nor shall Participant use, disclose, make available or
               cause to be used,  disclosed  or made  available,  or  permit  or
               allow, either on Participant's own behalf or on behalf of others,
               any use or disclosure of such Confidential Information.

          Participant  acknowledges  and agrees that (i) a breach by Participant
          of any of the foregoing covenants will result in the Company incurring
          certain  costs  and  damages  in an  amount  that  would be  extremely
          difficult  or  impractical  to  ascertain,   (ii)  the  forfeiture  of
          Participant's   rights  and  benefits  under  this  Agreement  bear  a
          reasonable relationship to the damages which the Company may suffer by
          reason  of   Participant's   breach,   and  (iii)  the  forfeiture  of
          Participant's  rights and benefits  under this Agreement is reasonable
          and equitable  considering  that absent  forfeiture of such rights and
          benefits  the Company  will be in the  position of paying  benefits to
          Participant  while  suffering  damages  on  account  of  Participant's
          breach.


                                       13
<PAGE>

Waiver and Release of Claims: [If Applicable]

          (a) The Participant is a party to that certain  _____________Agreement
     made  with  the  Company  or its  predecessor  dated_____(the  "Prior  Plan
     Agreement");

          (b) The Plan and the benefits  provided under the Plan  substitute for
     the Prior Plan Agreement and the benefits provided thereunder;

          (c) The Prior Plan Agreement and the benefits otherwise to be provided
     thereunder are hereby terminated effective as of the date of this Plan;

          (d) The  Participant  hereby  waives and  relinquishes  for himself or
     herself,  and  his  or her  heirs,  beneficiaries,  legal  representatives,
     agents, successors and assigns, any and all right, entitlement and interest
     that the  Participant  has or may have pursuant to the Prior Plan Agreement
     and the benefits thereunder;

          (e) The Participant accepts the benefits afforded by the Participation
     Agreement  in full  and  complete  satisfaction  and  substitution  for the
     benefits otherwise provided by the Prior Plan Agreement; and

          (f) The  Participant (i) has had an opportunity to consult with legal,
     tax and financial  advisors of the  Participant's own choice in determining
     whether to enter into the Agreement and this Waiver,  (ii)  understands the
     benefits  that were to be  provided  to the  Participant  and to his or her
     surviving  spouse or  beneficiaries  under the Prior Plan Agreement and the
     terms and conditions that applied to such benefits,  (iii) understands that
     the effect of this Waiver is to terminate, waive and relinquish forever all
     rights,  entitlements  and interests that the  Participant  has or may have
     under the Prior Plan  Agreement and the benefits  thereunder as a condition
     to receiving  benefits under the Plan; and (iv) the Participant is entering
     into the Participation  Agreement and this Waiver voluntarily and with full
     appreciation of the effects of doing so.



Participant:
             ---------------------------------------------------
                             (Signature)


             ---------------------------------------------------
                             (Print Name)


North Bay Bancorp:
                  ----------------------------------------------
                      (Signature of Authorized Executive)


                  ----------------------------------------------
                          (Print Name and Title)


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


                                       14
<PAGE>


EXHIBIT 2

Distribution Election Form
The 2005 North Bay Bancorp  Supplemental Executive Retirement Plan
(Effective as of _________, 200__)

     I understand the  significance  of, and want to comply with, all applicable
Internal Revenue Code Sections,  including,  but not limited to, IRC 409A. Thus,
for any  benefits  payable  pursuant to this Plan,  if I am a Key  Employee,  as
defined by the Internal Revenue  Service,  and the Company is publicly traded at
the time of "separation from service" (as defined by IRC 409A), any such benefit
payment to be made  pursuant to this Plan shall be  withheld  for six (6) months
following such separation from service, in order to comply with IRC 409A.

Pursuant to the  Provisions of the Plan, I hereby elect to have my  Supplemental
Retirement Benefit paid to me as designated below:

     In the event of a Change in  Control,  I elect to have my benefit  payments
     commence on the following Date:

     __________     On the first day of the month following my Early  Retirement
                    Date (reduced to Actuarial Equivalent in accordance with the
                    terms   of   paragraph   5.2)  OR   (Verify   for   existing
                    Participants)

     __________     On the  first  day  of the  month  following  the my  Normal
                    Retirement Date.

I  further  elect  to  have my  Supplemental  Retirement  Benefit  paid to me as
designated below:

     _________      A monthly single life annuity for the Participant's life.

     _________      A joint and survivor  annuity  with an Actuarial  Equivalent
                    Value equal to the Basic  Benefit with payment  continued to
                    the  survivor  in the same  amount as the amount paid to the
                    Participant.

     _________      A joint and survivor  annuity  with an Actuarial  Equivalent
                    Value equal to the Basic  Benefit with payment  continued to
                    the  survivor  and  one-half  of  the  amount  paid  to  the
                    Participant.

     _________      Alternate  form as  approved  by the Board and  selected  in
                    accordance  with  the  provisions  of  the  appropriate  IRS
                    requirements,  including  but not  limited  to IRC 409A,  as
                    follows:

                    ________________________________________________________

     In addition,  I have been advised and understand that I may modify the Form
     of Benefit Payment,  however any such  modification (i) may not take effect
     until at least  twelve (12) months  after the date on which the election is
     made,  and (ii) the first  payment to which such  election  is made must be
     deferred  for a period of at least five (5) years from the date the payment
     would otherwise have been made.


Signed__________________________    Print Name ____________________


Dated    ________________


                                       15
<PAGE>

EXHIBIT 3

Beneficiary Designation Form
The 2005 North Bay Bancorp Supplemental Executive Retirement Plan

I.       PRIMARY DESIGNATION
         -------------------
               (You may refer to the beneficiary  designation  information prior
               to completion of this form.)

A.       Person(s) as a Primary Designation:
         -----------------------------------
               (Please indicate the percentage for each beneficiary.)


Name__________________________   Relationship___________________  / _______%

Address:________________________________________________________________________
             (Street)             (City)           (State)           (Zip)


Name__________________________   Relationship___________________  / _______%

Address:________________________________________________________________________
             (Street)             (City)           (State)           (Zip)


Name__________________________   Relationship___________________  / _______%

Address:________________________________________________________________________
             (Street)             (City)           (State)           (Zip)


B.       Estate as a Primary Designation:
         --------------------------------

My Primary  Beneficiary is The Estate of  ______________________________________
as  set  forth  in  the  last  will  and  testament   dated  the  _____  day  of
_____________, _____ and any codicils thereto.


C.       Trust as a Primary Designation:
         -------------------------------

Name of the Trust:  ____________________________________________________________

Execution Date of the Trust: _____ / _____ / _________

Name of the Trustee: __________________________________________________________

Beneficiary(ies)   of  the  Trust  (please  indicate  the  percentage  for  each
beneficiary):

___________________________________________________________________________

___________________________________________________________________________

Is this an Irrevocable Life Insurance Trust?  ________ Yes     ________ No

(If yes and this designation is for a Split Dollar  agreement,  an Assignment of
Rights form should be completed.)


                                       16
<PAGE>

II.     SECONDARY (CONTINGENT) DESIGNATION
        ----------------------------------

A.       Person(s) as a Secondary (Contingent) Designation:
         --------------------------------------------------
               (Please indicate the percentage for each beneficiary.)


Name__________________________   Relationship___________________  / _______%

Address:________________________________________________________________________
             (Street)             (City)           (State)           (Zip)


Name__________________________   Relationship___________________  / _______%

Address:________________________________________________________________________
             (Street)             (City)           (State)           (Zip)


Name__________________________   Relationship___________________  / _______%

Address:________________________________________________________________________
             (Street)             (City)           (State)           (Zip)

B.       Estate as a Secondary (Contingent) Designation:
         -----------------------------------------------

My Secondary Beneficiary is The Estate of  _____________________________________
as set forth in my last will and testament  dated the _____ day of  ___________,
_____ and any codicils thereto.


C.       Trust as a Secondary (Contingent) Designation:
         ----------------------------------------------

Name of the Trust:  ____________________________________________________________

Execution Date of the Trust: _____ / _____ / _________

Name of the Trustee: __________________________________________________________

Beneficiary(ies)   of  the  Trust  (please  indicate  the  percentage  for  each
beneficiary):

___________________________________________________________________________

___________________________________________________________________________

All sums payable under this Agreement by reason of my death shall be paid to the
Primary  Beneficiary(ies),  if  he  or  she  survives  me,  and  if  no  Primary
Beneficiary(ies)   shall  survive  me,  then  to  the   Secondary   (Contingent)
Beneficiary(ies).  This  beneficiary  designation is valid until the participant
notifies the bank in writing.


----------------------------------      ----------------------------------------
Participant's Signature                               Date


                                       17