SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

|X|      ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
         EXCHANGE ACT OF 1934 FOR the fiscal year ended December 31, 2001

                                       OR

|_|      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

Commission File No.  0-31080

                                NORTH BAY BANCORP
                       (Name of Registrant in its Charter)

              California                                 68-0434802
(State or Jurisdiction of incorporation)    (I.R.S. Employer Identification No.)

                 1500 Soscol Avenue, Napa, California 94559-1314
                (Address of principal office including Zip Code)

Issuer's telephone number, including area code: (707) 257-8585

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:

                           Common Stock, No Par Value

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

                                  Yes |X| No|_|

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-K is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K . |_|

State the aggregate market value of Common Stock held by non-affiliates of North
Bay Bancorp as of March 4, 2002: $36,885,164.

State the number of shares of the North Bay Bancorp's  Common Stock  outstanding
as of March 4, 2002: 1,960,902

Documents Incorporated by Reference:

2001 Annual Report to Stockholders.         Part II, Items 6 and 7 and Part III,
                                            Item 13

Proxy Statement for 2002 Annual Meeting     Part III, Items 9, 10, 11 and 12
of Shareholders to be filed pursuant to
Regulation 14A.

<PAGE>

                                TABLE OF CONTENTS

PART I
Item 1  - Business                                                            3
Item 2  - Properties                                                         25
Item 3  - Legal Proceedings
Item 4  - Submission of Matters to a Vote of Security Holders                27

PART II
Item 5  - Market for the Company's Common Stock and Related
          Security Holder Matters                                             28
Item 6  - Management's Discussion and Analysis of Financial
          Condition and Results of Operations                                 28
Item 7  - Financial Statements and Supplementary Data                         29
Item 7A - Quantitative and Qualitative Disclosure about Market Risk           29
Item 8  - Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure                                 31

PART III
Item 9  - Directors, Executive Officers, Promoters and Control
          Persons Compliance with Section 16(a) of the Exchange Act           31
Item 10 - Executive Compensation                                              31
Item 11 - Security Ownership of Certain Beneficial Owners and Management      32
Item 12 - Certain Relationships and Related Transactions                      32
Item 13 - Exhibits and Reports on Form 8-K                                    32


                                       2
<PAGE>

                           FORWARD LOOKING STATEMENTS

In addition to the historical  information,  this Annual Report contains certain
forward-looking  information within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, and are subject to the "Safe Harbor" created by those Sections.  The
reader of this Annual Report  should  understand  that all such  forward-looking
statements  are  subject to various  uncertainties  and risks that could  affect
their outcome.  The Company's actual results could differ  materially from those
suggested  by such  forward-looking  statements.  Factors  that  could  cause or
contribute to such differences include, but are not limited to, (i) variances in
the actual versus  projected  growth in assets,  return on assets,  loan losses,
expenses,  rates  charged on loans and earned on securities  investments,  rates
paid on deposits,  and fee and other noninterest income earned; (ii) competitive
pressures  among  depository  and  other  financial  institutions  may  increase
significantly and have an effect on pricing, spending, third-party relationships
and  revenues;  (iii)  enactment  of  adverse  government  regulation;  (iv) the
potential  effects of the California energy crisis;  (v) adverse  conditions and
volatility,  including as a result of recent economic uncertainty created by the
September  11,  2001  terrorists  attacks  on the  World  Trade  Center  and the
Pentagon,  the United States' war on terrorism,  in the stock market, the public
debt market and other capital  markets and the impact of such  conditions on the
Company;  (vi)  continued  changes in the interest rate  environment  may reduce
interest  margins and  adversely  impact net interest  income;  (vii) as well as
other   factors.   This  entire  Annual  Report  should  be  read  to  put  such
forward-looking  statements in context and to gain a more complete understanding
of the uncertainties and risks involved in the Company's business.

Moreover,  wherever phrases such as or similar to "In Management's  opinion", or
"Management  considers" are used,  such  statements are as of and based upon the
knowledge  of  Management,  at the time  made and are  subject  to change by the
passage of time and/or  subsequent  events,  and accordingly such statements are
subject  to the same  risks  and  uncertainties  noted  above  with  respect  to
forward-looking statements.

                                     PART I

Item 1 - BUSINESS

NORTH BAY BANCORP

General

North Bay Bancorp (Bancorp),  headquartered in Napa, California, is a California
corporation incorporated in 1999. Bancorp is the Holding Company for The Vintage
Bank and Solano Bank (Banks), which are wholly owned subsidiaries,  collectively
(the Company). North Bay Bancorp is a registered financial holding company under
the Bank  Holding  Company  Act of  1956,  as  amended,  and is  subject  to the
regulations  of, and  examination  by,  the Board of  Governors  of the  Federal
Reserve  System.  At present,  Bancorp does not engage in any material  business
activities other than the ownership of the Banks.

THE VINTAGE BANK

General

The Vintage Bank is a California corporation organized as a state chartered bank
in 1984. The Vintage Bank engages in commercial  banking business in Napa County
from its main banking office located at 1500 Soscol Avenue in Napa,  California.
The Vintage  Bank has three  branches,  one located at 3271 Browns  Valley Road,
Napa,  California,  one at 3626 Bel Aire Plaza, Napa, California and one located
at 1065 Main Street,  St.  Helena,  California.  Automated  teller  machines are
located at all offices and at Ranch Market Too in Yountville,  providing 24-hour
service.  The Vintage Bank is a member of the STAR,  VISA and PLUS ATM networks,
providing customers with access to Point of Sale and ATM service worldwide.  The
Vintage  Bank offers its  customers  Internet  banking  services;  this  service
supports  account   inquiries,   transfers  between   accounts,   and  automatic
reconciliation and bill payment services. The Vintage


                                       3
<PAGE>

Bank is a member of the Federal Reserve  System.  The deposits of each depositor
of The Vintage Bank are insured by the Federal Deposit Insurance  Corporation up
to the maximum allowed by law.

The  Vintage  Bank  offers  a full  range  of  commercial  banking  services  to
individuals and the business and  agricultural  communities in Napa County.  The
Vintage Bank emphasizes retail commercial banking  operations.  The Vintage Bank
accepts checking and savings deposits, makes consumer, commercial,  construction
and real estate  loans,  and provides  other  customary  banking  services.  The
Vintage  Bank does not offer  trust  services  and does not plan to do so in the
near  future.  There have been no material  changes in  services  offered by The
Vintage Bank. The Vintage Bank makes annuities and mutual funds available to its
customers through Protective  Financial and Insurance Services,  Inc. (PFIS) and
one of PFIS affiliate's, ProEquities, Inc.

SOLANO BANK

General

Solano Bank is a California  corporation  organized as a state chartered bank in
2000.  Solano Bank engages in commercial  banking business in Solano County from
its main banking  office  located at 403 Davis Street in Vacaville,  California.
Solano Bank has three  branches,  one located at 1100 Texas  Street,  Fairfield,
California,  one at 1395 E. Second Street, Benicia,  California, and one located
at 976 A Admiral Callaghan Lane, Vallejo, California.  Automated teller machines
are located at all offices,  providing 24-hour service.  Solano Bank is a member
of the STAR,  VISA and PLUS ATM  networks,  providing  customers  with access to
Point of Sale and ATM  service  worldwide.  Solano  Bank  offers  its  customers
Internet banking services;  this service supports account  inquiries,  transfers
between accounts, and automatic reconciliation and bill payment services. Solano
Bank is a member of the Federal Reserve  System.  The deposits of each depositor
of Solano Bank are insured by the Federal  Deposit  Insurance  Corporation up to
the maximum allowed by law.

Solano Bank offers a full range of commercial  banking  services to  individuals
and the business and  agricultural  communities  in Solano  County.  Solano Bank
emphasizes retail commercial  banking  operations.  Solano Bank accepts checking
and savings deposits, makes consumer,  commercial,  construction and real estate
loans, and provides other customary banking services. Solano Bank does not offer
trust services and does not plan to do so in the near future.  Solano Bank makes
annuities and mutual funds  available to its customers  through an  unaffiliated
corporation, Raymond James Financial Services.

Consolidated Lending Activities

The Banks  concentrate  their  lending  activities in  commercial,  installment,
construction, and real estate loans made primarily to businesses and individuals
located  in Napa  and  Solano  Counties.  At  December  31,  2001,  total  loans
outstanding were $186,265,550  resulting in a loan-to-deposit ratio of 63.7%. At
December 31, 2000,  total loans  outstanding  were  $152,275,841  resulting in a
loan-to-deposit ratio of 70.2%.

As of December 31, 2001, The Vintage Bank's loan limits to individual  customers
were  $3,181,000  for unsecured  loans and  $8,483,000 for unsecured and secured
loans combined.  Solano Bank loan limits to individual customers were $1,156,000
for unsecured loans and $3,084,000 for unsecured and secured loans combined.  As
of December 31, 2000,  The Vintage  Bank's  lending  limits were  $3,218,000 for
unsecured loans and $5,365,000 for unsecured and secured loans combined.  Solano
Bank lending  limits were  $1,269,000  for unsecured  loans and  $2,115,000  for
unsecured and secured loans combined.  For customers desiring loans in excess of
the Bank's  lending  limits,  the Banks may loan on a  participation  basis with
another bank taking the amount of the loan in excess of Banks' lending limits.

At  December  31,  2001,  the  Banks'  commercial  loans   outstanding   totaled
$29,730,027  (16% of total  loans),  commercial  loans  secured  by real  estate
totaled $7,930,041 (4.3% of total loans), construction loans totaled $21,453,418
(11.5% of total loans),  real estate loans totaled  $106,850,930 (57.3% of total
loans),  and installment  loans totaled  $20,301,134  (10.9% of total loans). At
December 31, 2000,  commercial loans outstanding  totaled  $28,599,887 (18.8% of
total loans),  commercial loans secured by real estate totaled  $5,114,931 (3.3%
of total loans),  construction  loans totaled  $8,242,918 (5.4% of total loans),
real estate loans totaled $86,886,297 (57.1% of total


                                       4
<PAGE>

loans) and  installment  loans totaled  $23,431,838  (15.4% of total loans).  At
December 31, 1999,  commercial loans outstanding  totaled  $21,463,022 (17.6% of
total loans), commercial loans secured by real estate totaled $13,010,890 (10.6%
of total  loans),  construction  loans  totaled  $8,441,142  (6.9% of the  total
loans),  real estate  loans  totaled  $58,368,548  (47.8% of total  loans),  and
installment loans totaled $20,868,859 (17.1% of total loans).

As of December 31, 2001, the total of undisbursed loans and similar  commitments
was  $59,692,000  as  contrasted  with  $53,317,000  as of December 31, 2000 and
$35,079,602  as of December  31, 1999.  The Banks  expect all but  approximately
$1,249,000 of their  undisbursed  loans and similar  commitments to be exercised
during 2002.  The Banks take real estate,  listed  securities,  savings and time
deposits,   automobiles,   machinery  and  equipment,   inventory  and  accounts
receivable as collateral for loans.

The interest rates charged for the various loans made by the Banks vary with the
degree of risk and the size and maturity of the loans involved and are generally
affected by competition and by current money market rates.

Commercial Loans

The Banks make  commercial  loans  primarily to  professionals,  individuals and
businesses  in the  Counties  of Napa and  Solano.  The Banks offer a variety of
commercial  lending  products,  including  revolving  lines of  credit,  working
capital loans, equipment financing and issuance of letters of credit. Typically,
lines of credit have a floating  rate of interest  based on the Banks' Base Rate
and are for a term of one year or less. Working capital and equipment loans have
a  floating  or a  fixed  rate  typically  with a term of five  years  or  less.
Approximately  79% of the Banks'  commercial  loans are  unsecured or secured by
personal property and, therefore,  represent a higher risk of ultimate loss than
loans secured by real estate.  However,  as a result of the lending policies and
procedures  implemented  by the  Company,  management  believes it has  adequate
commercial loan  underwriting and review procedures in place to manage the risks
inherent in commercial  lending.  In addition,  commercial  loans not secured by
real estate  typically  require higher quality  credit  characteristics  to meet
underwriting requirements.  The remaining 21% of the Banks' commercial loans are
secured by real estate.

Real Estate Loans

Real estate loans consist of loans secured by deeds of trust on residential  and
commercial properties.  The purpose of these loans is to purchase real estate or
refinance an existing  real estate loan,  as compared  with real estate  secured
commercial loans,  which have a commercial  purpose unrelated to the purchase or
refinance of the real estate taken as  collateral.  The Banks' real estate loans
bear  interest  at rates  ranging  from 4.75% to 10.25% and have  maturities  of
thirty years or less.

The  Banks  originate  and  service  residential  mortgage  loans.  Most  of the
residential  mortgage  loans  originated by the Banks are sold to  institutional
investors  according  to  their  guidelines.  Servicing  of  these  loans is not
retained by the Banks,  however they do receive a loan fee.  Prior to 1995,  The
Vintage Bank sold the major portion of its residential  real estate loans to the
Federal Home Loan  Mortgage  Corporation,  commonly  referred to as Freddie Mac,
with  servicing  retained by The Vintage Bank. No loans were sold to Freddie Mac
in 2001, 2000 or 1999. As of December 31, 2001, the Banks' residential  mortgage
loan portfolio was  $14,155,118 of which  $4,449,824  constitutes  loans sold to
Freddie  Mac and  serviced  by The Vintage  Bank.  As of  December  31, 2000 the
residential   mortgage  loan  portfolio  was  $16,974,361  of  which  $5,730,193
constituted  loans sold to Freddie Mac and serviced by The Vintage  Bank.  As of
December 31, 1999, the  residential  mortgage loan portfolio was  $17,825,710 of
which  $6,747,863  constituted  loans sold to Freddie  Mac and  serviced  by The
Vintage Bank.

Real Estate Construction Loans

The Banks make loans to finance the  construction of commercial,  industrial and
residential projects and to finance land development. The majority of the Banks'
construction  loans  were  made  to  finance  the  construction  of  residential
projects.  Construction  loans  typically have maturities of less than one year,
have a floating  rate of  interest  based on Banks' base rate and are secured by
first  deeds of trust.  Generally,  the Banks do not extend  credit in an amount
greater than 50% of the  appraised  value of the real estate  securing  land and
land development  loans, or in an amount greater than 70% of the appraised value
of the real estate securing  non-owner occupied  residential  construction loans
and


                                       5
<PAGE>

commercial  construction  loans,  or 75% of the  appraised  value in the case of
owner occupied residential  construction loans. Commercial loans secured by real
estate normally comply with these same guidelines.

Installment Loans

Installment  loans  are made to  individuals  for  household,  family  and other
personal  expenditures.   These  loans  typically  have  fixed  rates  and  have
maturities of five years or less.

Lending Policies and Procedures

The Banks' lending policies and procedures are established by senior  management
of Company and are approved by the Boards of Directors of North Bay Bancorp, The
Vintage Bank and Solano Bank. The Boards of Directors have established  internal
procedures,  which limit loan approval authority of its loan officers. The Board
of Directors of each bank has delegated some lending  authority to executive and
loan  officers  and an  internal  loan  committee  consisting  of two  executive
officers and selected loan officers.

The  Directors'  Loan Committee of each Bank must approve all new loans and loan
renewals in excess of specified amounts.  For The Vintage Bank this includes any
loan in excess of  $800,000 if secured by a  residential  first deed of trust or
$900,000 if secured by a commercial first deed of trust,  $700,000 if secured by
a  second  deed of  trust,  $400,000  if  unsecured  or  secured  by  equipment,
receivables,  inventory,  or other  personal  property.  For  Solano  Bank  this
includes any loan in excess of $375,000 if secured by a  residential  first deed
of trust or $300,000 if secured by a commercial first deed of trust, $300,000 if
secured  by a  second  deed of  trust,  $225,000  if  unsecured  or  secured  by
equipment,  receivables,  inventory,  or other personal property.  Further,  the
Directors' Loan Committee must approve any loan not substantially  conforming to
written loan policy.  Loans to directors and executive  officers of the Banks or
their affiliates must be approved in all instances by a majority of the Board of
Directors.  In accordance with law,  directors and officers are not permitted to
participate  in the  discussion  of or to vote on  loans  made to them or  their
related interests. In addition,  loans to directors and officers must be made on
substantially   the  same  terms,   including   interest  rates  and  collateral
requirements,  as  those  prevailing  for  comparable  transactions  with  other
nonaffiliated persons at the time each loan was made, subject to the limitations
and other  provisions in California  and Federal law.  These loans also must not
involve more than the normal risk of collectibility or present other unfavorable
features.

Consolidated Deposits

Napa  County  and  "south-central"   Solano  County  currently  constitutes  the
Company's  primary  service areas and most of the Banks'  deposits are attracted
from these areas. No material  portion of the Banks' deposits have been obtained
from a  single  person  or a few  persons,  the loss of any one or more of which
would  have a  material  adverse  effect on the  business  of the  Banks.  Total
deposits  as of  December  31,  2001 were  $292,441,196.  Total  deposits  as of
December 31, 2000 were  $216,637,862.  The Banks offer  courier  service in both
Napa County and Solano County.

Business Hours

In order to attract loan and deposit business,  both The Vintage Bank and Solano
Bank maintain lobby hours at their Main Offices  between 9:00 a.m. and 5:00 p.m.
Monday through Thursday,  between 9:00 a.m. and 6:00 p.m. on Friday, and between
9:00 a.m.  and 1:00 p.m. on Saturday.  Drive-up  hours are between 8:00 a.m. and
6:00 p.m. Monday through Friday, and between 9:00 a.m. and 1:00 p.m. on Saturday
at The Vintage Bank's Main Office. All branch offices are open between 9:00 a.m.
and 5:00 p.m.  Monday  through  Thursday,  between  9:00 a.m.  and 6:00 p.m.  on
Friday.  All branch offices,  with the exception of St. Helena and Fairfield are
open between 9:00 a.m. and 1:00 p.m. on Saturday.

Employees

At December 31, 2001, the Company employed one hundred  fifty-two (152) persons,
twenty-six (26) of whom are part-time  employees,  including seven (7) executive
officers  and thirty  (30) other  officers.  At  December  31,  2000 the Company
employed  one hundred  twenty-six  (126)  persons,  forty-six  (46) of whom were
part-time employees, including five (5) executive officers and twenty-seven (27)
other officers. At December 31, 1999, the Company


                                       6
<PAGE>

employed  eighty  five (85)  persons,  twenty-four  (24) of whom were  part-time
employees, including five (5) executive officers and twenty (20) other officers.
None of the Company's employees are presently  represented by a union or covered
under a collective bargaining agreement.  Management of the Company believes its
employee relations are excellent.

STATISTICAL DATA

The following  statistical data should be read in conjunction with  Management's
Discussion and Analysis of Financial  Condition and Results of  Operations,  and
the financial  statements and notes thereto  included in 2001 audited  financial
statements incorporated herein by reference.

Distribution of Average Assets, Liabilities,  and Shareholders' Equity; Interest
Rates and Interest Differential

The following  table sets forth average daily  balances of assets,  liabilities,
and  shareholders'  equity during 2001, 2000 and 1999, along with total interest
income  earned and expense  paid,  and the average  yields  earned or rates paid
thereon and the net interest  margin for the years ended December 31, 2001, 2000
and 1999.


                                       7
<PAGE>

                         [PAGE INTENTIONALLY LEFT BLANK]


                                       8
<PAGE>

<TABLE>
<CAPTION>
                                                          December 31, 2001                     December 31, 2000
                                                          -----------------                     -----------------

                                                 Average       Income/      Average      Average      Income/      Average
                                                 Balance       Expense     Yield/Rate    Balance      Expense     Yield/Rate
                                              ------------------------------------------------------------------------------
<S>                                           <C>             <C>             <C>     <C>           <C>              <C>
ASSETS
 Loans  (1)  (2)                              $174,049,609    $15,318,956     8.80%   $141,075,523  $12,927,364      9.16%
 Investment securities:
   Taxable                                      57,500,910     3,394,718      5.90%     39,258,078    2,572,133      6.55%
   Non-taxable (3)                              13,797,310       739,073      5.36%     13,993,026      856,056      6.12%
                                              ------------    ----------              ------------   ----------
TOTAL LOANS AND INVESTMENT SECURITIES          245,347,829    19,452,747      7.93%    194,326,627   16,355,553      8.42%

 Due from banks, time                              100,000         6,862      6.86%        100,000        5,558      5.56%
 Federal funds sold                             26,576,528     1,012,299      3.81%      8,609,157      520,563      6.05%
                                              ------------    ----------              ------------   ----------

TOTAL EARNING ASSETS                           272,024,357    20,471,908      7.53%   $203,035,784  $16,881,674      8.31%
 Cash and due from banks                        17,123,768                              12,060,166
 Allowance for loan losses
                                               (2,507,902)                             (2,084,692)
 Premises and equipment, net                     8,005,281                               4,497,805
 Accrued interest receivable
   and other assets                              6,927,403                               6,721,787
                                              ------------                            ------------
TOTAL ASSETS                                  $301,575,907                            $224,230,850
                                              ============                            ============

LIABILITIES AND SHAREHOLDERS' EQUITY

 Deposits:
   Interest bearing demand                    $105,485,349    $2,164,149      2.05%     $66,741,386  $1,655,546      2.48%
   Savings                                      19,381,135       234,233      1.21%     16,037,493      299,751      1.87%
   Time                                         72,291,011     3,318,013      4.59%     64,075,610    3,420,704      5.34%
                                              ------------    ----------              ------------   ----------

 TOTAL DEPOSITS                                197,157,495     5,716,395      2.90%     146,854,489   5,376,001      3.66%

Borrowings                                       2,211,539       170,759      7.72%      3,542,308      236,332      6.67%

TOTAL INTEREST BEARING
 LIABILITIES                                  $199,369,034    $5,887,154      2.95%   $150,396,797   $5,612,333      3.73%
                                              ------------    ----------              ------------   ----------

 Noninterest bearing DDA                        71,798,279                              49,879,300
 Accrued interest payable
   and other liabilities                         1,919,008                               1,633,449
 Shareholders' equity                           28,489,586                              22,321,304
                                              ------------                            ------------

TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY                         $301,575,907                            $224,230,850
                                              ============                            ============
NET INTEREST INCOME                                          $14,584,754                            $11,269,341
                                                             ===========                           ============
NET INTEREST INCOME TO
AVERAGE EARNING ASSETS
(Net Interest Margin (4))                                          5.36%                                  5.55%

<CAPTION>
                                                       December 31, 1999
                                                       -----------------

                                                 Average      Income/       Average
                                                 Balance      Expense      Yield/Rate
                                              ---------------------------------------
<S>                                           <C>            <C>              <C>
ASSETS
 Loans  (1)  (2)                              $110,609,432   $9,818,961       8.88%
 Investment securities:
   Taxable                                      46,262,004    2,980,760       6.44%
   Non-taxable (3)                              14,146,831      903,398       6.39%
                                              ------------   ----------
TOTAL LOANS AND INVESTMENT SECURITIES          171,018,267   13,703,119       8.01%

 Due from banks, time                              125,000        6,947       5.56%
 Federal funds sold                              3,089,490      192,223       6.22%
                                              ------------   ----------

TOTAL EARNING ASSETS                          $174,232,757  $13,902,289       7.98%
 Cash and due from banks                         9,790,202
 Allowance for loan losses
                                               (1,882,877)
 Premises and equipment, net                     2,802,875
 Accrued interest receivable
   and other assets                              5,901,102
                                              ------------
TOTAL ASSETS                                  $190,844,059
                                              ============

LIABILITIES AND SHAREHOLDERS' EQUITY

 Deposits:
   Interest bearing demand                     $58,440,048   $1,338,642       2.29%
   Savings                                      15,931,371      298,280       1.87%
   Time                                         54,217,935    2,530,100       4.67%
                                              ------------   ----------

 TOTAL DEPOSITS                                128,589,354    4,167,022       3.24%

Borrowings                                       3,783,333      197,069       5.21%

TOTAL INTEREST BEARING
 LIABILITIES                                  $132,372,687   $4,364,091       3.30%
                                              ------------   ----------

 Noninterest bearing DDA                        39,988,858
 Accrued interest payable
   and other liabilities                         1,214,180
 Shareholders' equity                           17,268,334
                                              ------------

TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY                         $190,844,059
                                              ============
NET INTEREST INCOME                                          $9,538,198
                                                            ===========
NET INTEREST INCOME TO
AVERAGE EARNING ASSETS
(Net Interest Margin (4))                                         5.47%
</TABLE>


                                       9
<PAGE>

(1) Average loans include nonaccrual loans.

(2) Loan  interest  income  includes  loan fee  income  of  $1,052,766  in 2001,
$646,359 in 2000 and $671,247 in 1999.

(3) Average yields shown are  taxable-equivalent.  On a non- taxable basis, 2001
income was $574,556  with an average yield of 4.14%,  2000  interest  income was
$674,823  with an average  yield of 4.82%;  and in 1999  non-taxable  income was
$689,683 and the average yield was 4.88%.

(4) Net interest  margin is  calculated  by dividing net interest  income by the
average balance of total earning assets for the applicable year.

<PAGE>

The following  table sets forth a summary of the changes in interest  earned and
interest paid in December 31, 2001 over 2000;  December 31, 2000 over 1999;  and
December 31, 1999 over 1998  resulting  from  changes in assets and  liabilities
volumes and rates.  The change in interest  due to both rate and volume has been
allocated in proportion to the relationship of absolute dollar amounts of change
in each.

<TABLE>
<CAPTION>
                                                    2001 Over 2000                         2000 over 1999
                                                    --------------                         --------------
                                         Volume          Rate         Total       Volume         Rate        Total
                                     ------------------------------------------------------------------------------
<S>                                  <C>          <C>            <C>          <C>          <C>          <C>
Increase (Decrease) In
 Interest and Fee Income

   Time Deposits With Other
    Financial Institutions                   $0        $1,304        $1,304     ($1,384)         ($5)     ($1,389)

   Investment Securities:
     Taxable                          1,194,177     (371,592)       822,585    (452,540)       43,913    (408,627)
     Non-Taxable (1)                   (11,661)     (105,322)     (116,983)      (9,244)     (38,098)     (47,342)
   Federal Funds Sold                 1,087,317     (595,581)       491,736      343,267     (14,927)      328,340
   Loans                              3,015,580     (623,988)     2,391,592    2,708,545      399,858    3,108,403
                                     ----------   ----------     ----------   ----------   ---------    ----------
   Total Interest and Fee Income      5,285,413   (1,695,179)     3,590,234    2,588,644      390,741    2,979,385
                                     ----------   ----------     ----------   ----------   ---------    ----------

Increase (Decrease) In
 Interest Expense

   Deposits:
     Interest Bearing
     Transaction Accounts               960,491     (451,888)       508,603      189,736      127,168      316,904
     Savings                             62,676     (128,194)      (65,518)        1,621        (150)        1,471
     Time Deposits                      439,636     (542,327)     (102,691)      462,231      428,373      890,604
                                     ----------   ----------     ----------   ----------   ---------    ----------
   Total Deposits                     1,462,803   (1,122,409)       340,394      653,588      555,391    1,208,979

   Borrowings                          (88,822)        23,249      (65,573)     (12,515)       51,778       39,263
                                     ----------   ----------     ----------   ----------   ---------    ----------
   Total Interest Expense             1,373,981   (1,099,160)       274,821      641,073      607,169    1,248,242
                                     ----------   ----------     ----------   ----------   ---------    ----------
   Net Interest Income               $3,911,432    ($596,019)    $3,315,413   $1,947,571   ($216,428)   $1,731,143
                                     ==========   ==========     ==========   ==========   =========    ==========

<CAPTION>
                                                  1999 Over 1998
                                                  --------------
                                         Volume          Rate          Total
                                     ---------------------------------------
<S>                                  <C>           <C>            <C>
Increase (Decrease) In
 Interest and Fee Income

   Time Deposits With Other
    Financial Institutions             ($4,128)           $57       ($4,071)

   Investment Securities:
     Taxable                            464,933        43,123        508,056
     Non-Taxable (1)                    265,794      (17,561)        248,233
   Federal Funds Sold                 (345,801)        76,985      (268,816)
   Loans                              2,053,954     (699,996)      1,353,958
                                     ----------    ---------      ----------
   Total Interest and Fee Income      2,434,752     (597,392)      1,837,360
                                     ----------    ---------      ----------

Increase (Decrease) In
 Interest Expense

   Deposits:
     Interest Bearing
     Transaction Accounts               222,019        12,053        234,072
     Savings                             43,361         8,329         51,690
     Time Deposits                      200,354     (310,920)      (110,566)
                                     ----------    ---------      ----------
   Total Deposits                       465,734     (290,538)        175,196

   Borrowings                           105,555        91,514        197,069
                                     ----------    ---------      ----------
   Total Interest Expense               571,289     (199,024)        372,265
                                     ----------    ---------      ----------
   Net Interest Income               $1,863,463    ($398,368)     $1,465,095
                                     ==========    =========      ==========
</TABLE>

(1) The  interest  earned is  taxable-equivalent.  On a  non-taxable  basis 2001
interest was $110,267 less than 2000; 2000 interest income was $14,860 less than
in 1999; and 1999 interest income was $193,017 more than in 1998.

Investment Securities

The following tables show the book value of investment securities as of December
31, 2001, 2000 and 1999.

                       Book Value as of December 31, 2001

<TABLE>
<CAPTION>
                                              Held to Maturity  Available-for-Sale       Equities
                                              ----------------  ------------------       --------
<S>                                               <C>               <C>                 <C>
Securities of the U. S. Treasury and
   Government Agencies                                    $0        $24,566,295                 $0
Mortgage Backed Securities                         1,313,871         28,212,813                  0
Equity Securities                                          0                  0          1,241,250
Municipal Securities                                       0         13,139,762                  0
Corporate Debt Securities                                  0         17,645,725                  0
                                                  ----------        -----------         ----------
                                                  $1,313,871        $83,564,595         $1,241,250
                                                  ==========        ===========         ==========
</TABLE>


                                       11
<PAGE>

                       Book Value as of December 31, 2000

<TABLE>
<CAPTION>
                                              Held to Maturity  Available-for-Sale       Equities
                                              ----------------  ------------------       --------
<S>                                               <C>               <C>                 <C>
Securities of the U. S. Treasury and
   Government Agencies                                    $0         $5,538,580                  $0
Mortgage Backed Securities                         1,353,119         23,910,854                   0
Equity Securities                                          0                  0           1,231,800
Municipal Securities                                       0         12,627,246                   0
Corporate Debt Securities                                  0         14,942,858                   0
                                                  ----------        -----------          ----------
                                                  $1,353,119        $57,019,538          $1,231,800
                                                  ==========        ===========          ==========
</TABLE>

                       Book Value as of December 31, 1999

<TABLE>
<CAPTION>
                                              Held to Maturity  Available-for-Sale       Equities
                                              ----------------  ------------------       --------
<S>                                               <C>               <C>                 <C>
Securities of the U. S. Treasury and
   Government Agencies                                    $0        $10,383,943               $0
Mortgage Backed Securities                                 0         19,977,328                0
Equity Securities                                          0                  0          924,750
Municipal Securities                               1,389,964         12,364,934                0
Corporate Debt Securities                                  0         11,613,488                0
                                                  ----------        -----------         --------
                                                  $1,389,964        $54,339,693         $924,750
                                                  ==========        ===========         ========
</TABLE>

The following  table provides a summary of the  maturities and weighted  average
yields of investment securities as of December 31, 2001.

                       MATURITY AND WEIGHTED AVERAGE YIELD
                         OF INVESTMENT SECURITIES AS OF
                                DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                                      AFTER ONE           AFTER FIVE
                                                IN ONE YEAR            THROUGH              THROUGH                AFTER
                                                  OR LESS             FIVE YEARS           TEN YEARS              TEN YEARS
                                              AMOUNT    YIELD     AMOUNT     YIELD     AMOUNT      YIELD     AMOUNT       YIELD
                                              ------    -----     ------     -----     ------      -----     ------       -----
<S>                                        <C>          <C>    <C>           <C>    <C>            <C>    <C>             <C>
AVAILABLE FOR SALE SECURITIES:

Securities of the US Treasury and other
   US Government Agencies                  $11,194,380  1.94%  $13,371,915   4.67%           $0    0.00%           $0     0.00%
Mortgage-Backed Securities (1)               1,553,445  4.83%    1,323,696   5.34%    8,292,626    5.97%   17,043,046     6.23%
Municipal Securities (2)                       570,179  7.83%    2,233,235   5.97%    6,898,715    6.26%    3,437,633     7.05%
Corporate Debt Securities                    2,572,950  6.48%    8,905,865   5.67%    1,041,710    5.83%    5,125,200     6.24%
                                           -----------  ----   -----------   ----   -----------    ----   -----------     ----
TOTAL                                      $15,890,954  3.17%  $25,834,711   5.16%  $16,233,051    6.08%  $25,605,879     6.34%

HELD TO MATURITY SECURITIES:

Municipal Securities (2)                            $0  0.00%           $0   0.00%           $0    0.00%   $1,313,871     8.78%
                                                    --  ----            --   ----            --    ----    ----------     ----
TOTAL                                               $0  0.00%           $0   0.00%           $0    0.00%   $1,313,871     8.78%

EQUITY SECURITIES:
Equity Stocks (3)                                   $0  0.00%           $0   0.00%           $0    0.00%   $1,241,250     5.91%
                                                    --  ----            --   ----            --    ----    ----------     ----
                                                    $0  0.00%           $0   0.00%           $0    0.00%   $1,241,250     5.91%

<CAPTION>


                                                    TOTAL
                                             AMOUNT       YIELD
                                             ------       -----
<S>                                        <C>             <C>
AVAILABLE FOR SALE SECURITIES:

Securities of the US Treasury and other
   US Government Agencies                  $24,566,295     3.43%
Mortgage-Backed Securities (1)              28,212,813     6.03%
Municipal Securities (2)                    13,139,762     6.49%
Corporate Debt Securities                   17,645,725     5.96%
                                           -----------     ----
TOTAL                                      $83,564,595     5.32%

HELD TO MATURITY SECURITIES:

Municipal Securities (2)                    $1,313,871     8.78%
                                            ----------     ----
TOTAL                                       $1,313,871     8.78%

EQUITY SECURITIES:
Equity Stocks (3)                           $1,241,250     5.91%
                                            ----------     ----
                                            $1,241,250     5.91%
</TABLE>

(1)      The  maturity of  mortgage-backed  securities  is based on  contractual
         maturity.  The average expected life is approximately  two and one half
         years.
(2)      Yields shown are taxable-equivalent.
(3)      Consists of Federal Reserve Bank and Federal Home Loan Bank Stock


                                       12
<PAGE>

                                 LOAN PORTFOLIO

Composition of Loans

The  following  table shows the  composition  of loans as of December  31, 2001,
2000, 1999, 1998 and 1997.

<TABLE>
<CAPTION>
                                     2001            2000              1999             1998            1997
                                     ----            ----              ----             ----            ----
<S>                             <C>              <C>              <C>               <C>              <C>
Commercial Loans                 $29,730,027      $28,599,857      $21,463,022      $14,410,117      $16,458,361
Commercial Loans Secured by
    Real Estate                    7,930,041        5,114,931       13,010,890        6,062,585        9,610,793
Installment Loans                 20,301,134       23,431,838       20,868,859       18,460,555       15,918,156
Real Estate Loans                106,850,930       86,886,297       58,368,548       51,643,406       34,089,199
Construction Loans                21,453,418        8,242,918        8,441,142        5,950,207        6,446,381
                                ------------     ------------     ------------      -----------      -----------
                                 186,265,550      152,275,841      122,152,461       96,526,870       82,522,890
Less - Allowance  for
 Loan Losses                       2,717,249        2,268,048        1,986,931        1,751,693        1,532,128
                                ------------     ------------     ------------      -----------      -----------
                                $183,548,301     $150,007,793     $120,165,530      $94,775,177      $80,990,762
                                ============     ============     ============      ===========      ===========
</TABLE>

The following  table shows  maturity  distribution  of loans and  sensitivity in
interest rates as of December 31, 2001

<TABLE>
<CAPTION>
                                                     AFTER ONE
                                    IN ONE YEAR       THROUGH           AFTER
                                      OR LESS        FIVE YEARS       FIVE YEARS          TOTAL
                                    --------------------------------------------------------------
<S>                                 <C>              <C>             <C>              <C>
Commercial (Including
 Real Estate Secured)               $10,064,427      $14,348,936      $13,246,705      $37,660,068
Installment                             651,574        6,093,084       13,556,476       20,301,134
Real Estate                           6,880,341       22,703,772       77,266,817      106,850,930
Construction                         11,793,248        5,157,616        4,502,554       21,453,418
                                    -----------      -----------     ------------     ------------
                                    $29,389,590      $48,303,408     $108,572,552     $186,265,550
                                    ===========      ===========     ============     ============
</TABLE>

The following  table shows maturity  sensitivity to changes in interest rates as
of December 31, 2001.

<TABLE>
<S>                                 <C>              <C>             <C>              <C>
Loans With Fixed Interest Rates      $8,640,097      $27,500,605      $40,477,566      $76,618,268
Loans With Floating Interest Rates   20,749,493       20,802,803       68,094,986      109,647,282
                                    -----------      -----------     ------------     ------------
                                    $29,389,590      $48,303,408     $108,572,552     $186,265,550
                                    ===========      ===========     ============     ============
</TABLE>

Nonaccrual Past Due and Restructured Loans

There were no nonaccrual loans as of December 31, 2001, 2000 or 1999. Nonaccrual
loans  were  $88,694,   and  $466,051  as  of  December  31,  1998,   and  1997,
respectively. The Company held no OREO as December 31, 2001, 2000, 1999, 1998 or
1997. There were no loans accruing  interest 90 days past due as of December 31,
2001,  2000,  1999,  1998, or 1997.  There are no loans upon which principal and
interest payments were 90 days past due at December 31, 2001 and with respect to
which serious doubt existed as to the ability of the borrower to comply with the
present loan payment terms.


                                       13
<PAGE>

The following table sets forth the amount of the Banks' non-performing assets as
of the dates indicated:

<TABLE>
<CAPTION>
                                                                          December 31,
                                                          2001      2000       1999       1998        1997
<S>                                                         <C>       <C>        <C>    <C>        <C>
Nonaccrual loans                                             0         0          0     88,694     466,051
Accruing loans past due 90 days or more                      0         0          0          0           0
      Total nonperforming loans                              0         0          0     88,694     466,051
Other real estate owned                                      0         0          0          0           0
      Total nonperforming assets                             0         0          0     88,694     466,051
Nonperforming loans to total loans                          NA        NA         NA      0.09%       0.56%
Allowance for loan losses to nonperforming loans            NA        NA         NA      1975%        329%
Nonperforming assets to total assets                        NA        NA         NA      0.05%       0.35%
Allowance for loan losses to nonperforming assets           NA        NA         NA      1975%        329%
</TABLE>

The following  tables  summarize the allocation of the allowance for loan losses
between loan types at December 31, 2001, 2000, 1999, 1998, and 1997.

<TABLE>
<CAPTION>
                                                                 December 31, 2001

                                        Composition of Loans    Amount Allocated for   Percentage of Loans
                                                                         Loan Losses   in Each Category to
                                                                                               Total Loans
<S>                                             <C>                        <C>                      <C>
Commercial Loans                                 $29,730,027                $632,377                 16.0%
Commercial Loans Secured by
    Real Estate                                    7,930,041                  70,592                  4.0%
Installment Loans                                 20,301,134                 258,612                 11.0%
Real Estate Loans                                106,850,930               1,588,391                 58.0%
Construction Loans                                21,453,418                 167,277                 11.0%
                                                ------------               ---------
Total Loans Outstanding                          186,265,550
Less Allowance for Loan Losses                     2,717,249               2,717,249                100.0%
                                                ------------
Total Loans, net                                $183,548,301
                                                ============

<CAPTION>
                                                                 December 31, 2000

                                        Composition of Loans    Amount Allocated for   Percentage of Loans
                                                                         Loan Losses   in Each Category to
                                                                                               Total Loans
<S>                                             <C>                        <C>                      <C>
Commercial Loans                                 $28,599,857                $703,095                 31.0%
Commercial Loans Secured by
    Real Estate                                    5,114,931                  61,237                  2.7%
Installment Loans                                 23,431,838                 192,784                  8.5%
Real Estate Loans                                 86,886,297               1,195,261                 52.7%
Construction Loans                                 8,242,918                 115,671                  5.1%
                                                ------------               ---------
Total Loans Outstanding                          152,275,841
Less Allowance for Loan Losses                     2,268,048               2,268,048                100.0%
                                                ------------
Total Loans, net                                $150,007,793
                                                ============
</TABLE>


                                       14
<PAGE>

<TABLE>
<CAPTION>
                                                                 December 31, 1999

                                        Composition of Loans    Amount Allocated for   Percentage of Loans
                                                                         Loan Losses   in Each Category to
                                                                                               Total Loans
<S>                                             <C>                        <C>                      <C>
Commercial Loans                                 $21,463,022                $349,700                 17.6%
Commercial Loans Secured by
    Real Estate                                   13,010,890                 212,602                 10.7%
Installment Loans                                 20,868,859                 337,778                 17.0%
Real Estate Loans                                 58,368,548                 949,753                 47.8%
Construction Loans                                 8,441,142                 137,098                  6.9%
                                                ------------               ---------
Total Loans Outstanding                          122,152,461
Less Allowance for Loan Losses                     1,986,931               1,986,931                100.0%
                                                ------------
Total Loans, net                                $120,165,530
                                                ============

<CAPTION>
                                                                 December 31, 1998

                                        Composition of Loans    Amount Allocated for   Percentage of Loans
                                                                         Loan Losses   in Each Category to
                                                                                               Total Loans
<S>                                             <C>                        <C>                      <C>
Commercial Loans                                 $14,410,117                $261,002                 14.9%
Commercial Loans Secured by
    Real Estate                                    6,062,585                 110,357                  6.3%
Installment Loans                                 18,460,555                 334,573                 19.1%
Real Estate Loans                                 51,643,406                 937,156                 53.5%
Construction Loans                                 5,950,207                 108,605                  6.2%
                                                ------------               ---------
Total Loans Outstanding                           96,526,870
Less Allowance for Loan Losses                     1,751,693               1,751,693                100.0%
                                                ------------
Total Loans, net                                 $94,775,177
                                                ============

<CAPTION>
                                                                 December 31, 1997

                                        Composition of Loans    Amount Allocated for   Percentage of Loans
                                                                         Loan Losses   in Each Category to
                                                                                               Total Loans
<S>                                             <C>                        <C>                      <C>
Commercial Loans                                 $16,458,361                $304,893                 19.9%
Commercial Loans Secured by
    Real Estate                                    9,610,793                 179,259                 11.7%
Installment Loans                                 15,918,156                 295,701                 19.3%
Real Estate Loans                                 34,089,199                 632,769                 41.3%
Construction Loans                                 6,446,381                 119,506                  7.8%
                                                ------------               ---------
Total Loans Outstanding                           82,522,890
Less Allowance for Loan Losses                     1,532,128               1,532,128                100.0%
                                                ------------
Total Loans, net                                 $80,990,762
                                                ============
</TABLE>


                                       15
<PAGE>

                         Summary of Loan Loss Experience

The following  table provides a summary of the Banks' loan loss experience as of
December 31, 2001, 2000, 1999, 1998, and 1997.

<TABLE>
<CAPTION>
                                                                                 December 31,
                                                                                 ------------
                                                   2001             2000             1999           1998              1997
                                                   ----             ----             ----           ----              ----
<S>                                            <C>              <C>              <C>             <C>              <C>
Average loans for the period                   $174,049,609     $141,075,523     $110,609,432    $89,057,414      $78,975,833
Loans outstanding at end
    of period                                   186,265,550      152,275,841      122,152,461     96,526,870       82,522,890

Allowance for Loan Losses

Balance, beginning of period                      2,268,048        1,986,931        1,751,693      1,532,128        1,474,437

Less loans charged off:
    Real Estate loans                                     0                0           12,776          7,300          155,079
    Commercial loans                                      0           99,216                0         38,030           35,806
    Installment loans                                 4,105            6,292           11,606         13,880            5,018
                                               ------------     ------------     ------------    -----------      -----------
Total loans charged off                               4,105          105,508           24,382         59,210          195,903

Recoveries:
    Real Estate loans                                     0                0                0            700              800
    Commercial loans                                      0            1,625            6,615         36,592           12,365
    Installment loans                                 6,306                0           13,005          1,483              429
Total recoveries                                      6,306            1,625           19,620         38,775           13,594

Net loans charged off (recovered)                   (2,201)          103,883            4,762         20,435          182,309

Provision for loan losses                           447,000          385,000          240,000        240,000          240,000
                                               ------------     ------------     ------------    -----------      -----------

Balance, end of period                           $2,717,249       $2,268,048       $1,986,931     $1,751,693       $1,532,128
                                               ============     ============     ============    ===========      ===========

Net loans charged off (recovered)
   to average loans by types:
       Real Estate loans                              0.00%            0.00%            .001%          .007%            .195%
       Commercial loans                               0.00%            .069%          (.006%)          .002%            .030%
       Installment loans                            (.001%)            .004%            .001%          .014%            .006%

Net losses (recoveries) to average loans
outstanding                                         (.001%)            .074%            .004%          .023%            .231%
</TABLE>


                                       16
<PAGE>

TIME DEPOSITS

The following  table sets forth the maturity of time  certificates of deposit of
$100,000 or more at December 31, 2001, 2000 and 1999.

<TABLE>
<CAPTION>
                                      2001                     2000                       1999
                                      ----                     ----                       ----
<C>                        <C>              <C>       <C>              <C>        <C>             <C>
3 months or less           $19,259,986      50.4%     $12,443,557      51.8%      $11,927,749     54.4%

Over 3 months through
6 months                     8,242,739      21.6%       7,140,912      29.8%        7,126,652     32.5%

Over 6 months through
12 months                    6,301,867      16.5%       3,160,676      13.2%        2,001,570      9.1%

Over 12 months              4,419,280       11.5%       1,251,613       5.2%          865,947      4.0%
                           -----------      ----      -----------      ----       -----------     ----
                           $38,223,872       100%     $23,996,758       100%      $21,921,918      100%
                           ===========      ====      ===========      ====       ===========     ====
</TABLE>

BORROWINGS

There were no  short-term  borrowings at December 31, 2001 or December 31, 2000.
Short-term   borrowings   consist  primarily  of  federal  funds  purchased  and
borrowings from the Federal Home Loan Bank of San Francisco (FHLB).  The Vintage
Bank maintains a collateralized  line of credit with the FHLB. Based on the FHLB
stock  requirements  at  December  31,  2001,  this line  provided  for  maximum
borrowings of approximately  $83 million;  the Company also has available unused
lines of credit totaling $11 million for Federal funds  transactions at December
31, 2001. The Company did not borrow at FHLB during 2001.

The Company has an unsecured  loan with Union Bank of  California,  which had an
original  principal balance of $3,000,000.  The balance at December 31, 2001 was
$1,846,154.  The loan,  which  matures  October 3, 2003, is a variable rate loan
tied to a  reference  rate  consistent  with the prime rate with  principal  and
interest payments due quarterly.

RETURN ON EQUITY AND ASSETS

The following  sets forth key ratios for the periods  ending  December 31, 2001,
2000 and 1999.

                                               2001          2000          1999
                                               ----          ----          ----
Net Income as a Percentage of
    Average Assets                             1.00%         1.17%         1.44%
Net Income as a Percentage of
    Average Equity                            10.61%        11.70%        15.52%
Average Equity as a Percentage
    of Average Assets                          9.45%         9.95%         9.25%
Dividends Declared Per Share
    as a Percentage of Net
    Income Per share                          13.70%        15.04%        13.33%


                                       17
<PAGE>

COMPETITION

The banking business in California, generally and in the service areas served by
the Banks  specifically,  is highly  competitive  with respect to both loans and
deposits and is  dominated by few major banks which have many offices  operating
over wide geographic areas. The Banks compete for deposits and loans principally
with these major banks, savings and loan associations, finance companies, credit
unions and other  financial  institutions  located in the Banks'  market  areas.
Among the advantages which the major banks have over the Banks are their ability
to finance  extensive  advertising  campaigns and to allocate  their  investment
assets to regions  of highest  yield and  demand.  Many of the major  commercial
banks  operating in the Banks'  service  areas offer certain  services  (such as
trust and international  banking services) which are not offered directly by the
Banks and,  by virtue of their  greater  total  capitalization,  such banks have
substantially higher lending limits than the Banks.

Moreover,  banks  generally,  and  the  Banks  in  particular,  face  increasing
competition for loans and deposits from non-bank financial  intermediaries  such
as savings and loan associations,  thrift and loan associations,  credit unions,
mortgage companies insurance companies and other lending institutions.  Further,
the  recent  trend has been for other  institutions,  such as  brokerage  firms,
credit card  companies,  and even retail  establishments,  to offer  alternative
investment vehicles, such as money market funds, as well as offering traditional
banking services such as check access to money market funds and cash advances on
credit card accounts. In addition,  the other entities (both public and private)
seeking  to raise  capital  through  the  issuance  and  sale of debt or  equity
securities also compete with the Banks in the acquisition of deposits.

In order to compete with the other financial institutions in their market areas,
the Banks rely principally upon local promotional activity, personal contacts by
their  officers,  directors,  employees  and  the  Company's  shareholders,  and
specialized services. In conjunction with the Banks' business plans to serve the
financial needs of local residents and small-to  medium-sized  businesses,  they
also rely on officer  calling  programs to existing and  prospective  customers,
focusing their overall  marketing efforts towards their local  communities.  The
Banks' promotional activities emphasize the advantages of dealing with a locally
owned and headquartered  institution  sensitive to the particular needs of their
local  communities.  For customers  whose loan demands  exceed a Bank's  lending
limit, the Banks attempt to arrange for such loans on a participation basis with
other financial institutions.

The Banks' strategy for meeting competition has been to maintain a sound capital
base and liquidity position,  employ experienced management,  and concentrate on
particular segments of the market and by offering customers a degree of personal
attention that, in the opinion of management, is not generally available through
the Banks' larger competitors.

SUPERVISION AND REGULATION

North Bay Bancorp

North Bay Bancorp, as a bank holding company, is subject to regulation under the
Bank Holding Company Act of 1956, as amended, and is registered with and subject
to the supervision of the Board of Governors of the Federal  Reserve System.  It
is the policy of the Federal  Reserve that each bank holding company serves as a
source of financial and managerial strength to its subsidiary banks. The Federal
Reserve has the authority to examine North Bay Bancorp.

The Bank  Holding  Company  Act  requires  North Bay Bancorp to obtain the prior
approval of the Federal Reserve before  acquisition of all or substantially  all
of the assets of any bank or  ownership  or control of the voting  shares of any
bank if, after giving effect to such acquisition, North Bay Bancorp would own or
control, directly or indirectly, more than 5% of the voting shares of such bank.
Recent amendments to the Bank Holding Company Act expand the circumstances under
which a bank holding company may acquire control of or all or substantially  all
of the assets of a bank located outside the State of California.

North Bay  Bancorp  may not  engage  in any  business  other  than  managing  or
controlling banks or furnishing services to its subsidiaries, with the exception
of certain  activities  which,  in the  opinion of the Federal  Reserve,  are so
closely  related  to  banking  or to  managing  or  controlling  banks  as to be
incidental to banking. The  Gramm-Leach-Bliley  Act, federal legislation enacted
in 2000,  offers bank holding  companies an  opportunity to broaden the scope of
activities  engaged in by electing to be treated as a financial holding company.
A financial  holding company enjoys broader powers than a bank holding  company,
specifically  including the ability to own securities and insurance companies in
addition to financial institutions. North Bay Bancorp became a financial Holding
Company on


                                       18
<PAGE>

August 23, 2000. North Bay Bancorp is generally prohibited from acquiring direct
or  indirect  ownership  or control of more than 5% of the voting  shares of any
company  unless that company is engaged in such  authorized  activities  and the
Federal Reserve approves the acquisition.

North Bay Bancorp and its  subsidiaries  are prohibited from engaging in certain
tie-in arrangements in connection with any extension of credit, sale or lease of
property or provision of services.  For  example,  with certain  exceptions  The
Vintage Bank may not  condition  an extension of credit on a customer  obtaining
other services provided by it, North Bay Bancorp or any other subsidiary,  or on
a promise by the customer not to obtain other  services  from a  competitor.  In
addition,  federal law imposes certain  restrictions on transactions between The
Vintage Bank and its affiliates.  As affiliates,  The Vintage Bank,  Solano Bank
and North Bay Bancorp are subject with certain exceptions,  to the provisions of
federal law imposing  limitations on and requiring  collateral for extensions of
credit by The Vintage Bank and Solano Bank to any affiliate.

The Banks

As  California  state-chartered  banks,  The  Vintage  Bank and Solano  Bank are
subject to regulation,  supervision  and periodic  examination by the California
Department of Financial Institutions.  As members of the Federal Reserve System,
The Vintage Bank and Solano Bank are also subject to regulation, supervision and
periodic  examination by the Federal  Reserve Bank of San Francisco.  The Banks'
deposits are insured by the Federal Deposit Insurance Corporation to the maximum
amount  permitted  by law,  which is currently  $100,000  per  depositor in most
cases.  Insured banks are subject to FDIC regulations  applicable to all insured
institutions.

The regulations of these state and federal bank regulatory  agencies govern,  or
will govern, most aspects of the Banks' businesses and operations, including but
not limited  to, the scope of their  business,  its  investments,  its  reserves
against deposits,  the nature and amount of any collateral for loans, the timing
of availability of deposited funds,  the issuance of securities,  the payment of
dividends, bank expansion and bank activities, including real estate development
and insurance activities,  and the payment of interest on certain deposits.  The
Vintage  Bank  and  Solano  Bank  are  also  subject  to  the  requirements  and
restrictions   of  various   consumer  laws,   regulations   and  the  Community
Reinvestment Act.

Payment of Dividends

The Company paid cash dividends of $0.20 per share in each of the years 2001 and
2000.  The holders of common  stock of the Company are  entitled to receive cash
dividends  when and as declared by the Board of Directors  out of funds  legally
available.  Federal Reserve Board  regulations  prohibit cash dividends,  except
under limited circumstances, if the distribution would result in a withdrawal of
capital or exceed the  Company's  net profits then on hand after  deducting  its
losses and bad debts.  Furthermore,  cash  dividends  cannot be paid without the
prior  written  approval  of the  Federal  Reserve  Board  if the  total  of all
dividends  declared  in one year  exceeds the total of net profits for that year
plus the preceding two calendar  years,  less any required  transfers to surplus
under state or federal law. The shareholders  right to receive dividends is also
subject to the restrictions set forth in the California General Corporation Law.
The  Corporation  Law provides that a corporation may make a distribution to its
shareholders if the corporation's retained earnings equal at least the amount of
the proposed  distribution.  The Corporation  Law further  provides that, in the
event that  sufficient  retained  earnings  are not  available  for the proposed
distribution,  a  corporation  may  nevertheless  make  a  distribution  to  its
shareholders if it meets two conditions,  which generally stated are as follows:
(1) The corporation's assets equal at least 1.25 times its liabilities;  and (2)
the corporation's  current assets equal at least its current  liabilities or, if
the  average of the  corporation's  earnings  before  taxes on income and before
interest expense for the two preceding fiscal years was less than the average of
the corporation's interest expense for such fiscal years, then the corporation's
current  assets  must equal at least 1.25 times its current  liabilities.  As of
December 31, 2001, the Company had retained earnings of $7,453,716  eligible for
dividends.

North Bay Bancorp

The shareholders of North Bay Bancorp are entitled to receive dividends when and
as declared by its Board of Directors,  out of funds legally available,  subject
to the dividends preference, if any, on preferred shares that may be outstanding
and also subject to the  restrictions  of the California  Corporations  Code. At
December  31,  2001,  North Bay Bancorp had no  outstanding  shares of preferred
stock.


                                       19
<PAGE>

The principal sources of cash revenue to North Bay Bancorp will be dividends and
management  fees  received  from The Vintage  Bank and Solano  Bank.  The Banks'
ability to make  dividend  payments to North Bay Bancorp is subject to state and
federal regulatory restrictions.

The Banks

Under state law, the Board of Directors of a California state chartered bank may
declare a cash dividend,  subject to the restriction  that the amount  available
for the  payment  of cash  dividends  is  limited  to the  lesser of the  bank's
retained  earnings,  or the bank's net income for the latest three fiscal years,
less dividends  previously declared during that period, or, with the approval of
the  Commissioner  of  Financial  Institutions,  to the greater of the  retained
earnings of the bank, the net income of the bank for its last fiscal year or the
net income of the bank for its current fiscal year.

Federal  Reserve  regulations  also govern the payment of  dividends  by a state
member bank. Under Federal Reserve regulations, dividends may not be paid unless
both capital and earnings  limitations  have been met. First, no dividend may be
paid if it would result in a withdrawal  of capital or exceed the member  bank's
net profits then on hand,  after deducting its losses and bad debts.  Exceptions
to this  limitation  are available  only upon the prior  approval of the Federal
Reserve  and the  approval  of  two-thirds  of the member  bank's  shareholders.
Second,  a state  member bank may not pay a dividend  without the prior  written
approval of the Federal  Reserve if the total of all  dividends  declared in one
year  exceeds  the total of net  profits  for that year plus the  preceding  two
calendar  years,  less any required  transfers to surplus under state or federal
law.

The Federal  Reserve  has broad  authority  to prohibit a bank from  engaging in
banking  practices  which it considers to be unsafe or unsound.  It is possible,
depending  upon the  financial  condition  of the  bank in  question  and  other
factors,  that the Federal  Reserve may assert that the payment of  dividends or
other  payments  by a member  bank is  considered  an unsafe or unsound  banking
practice and therefore, implement corrective action to address such a practice.

Accordingly,  the future payment of cash dividends by The Vintage Bank or Solano
Bank to North Bay Bancorp will generally  depend not only on the banks' earnings
during  any  fiscal  period  but  also on the  banks'  meeting  certain  capital
requirements  and the  maintenance  of  adequate  allowances  for loan and lease
losses.

Capital Standards

The  Board of  Governors,  the FDIC and  other  federal  banking  agencies  have
risk-based capital adequacy  guidelines intended to provide a measure of capital
adequacy   that  reflects  the  degree  of  risk   associated   with  a  banking
organization's operations for both transactions reported on the balance sheet as
assets, and transactions,  such as letters of credit and recourse  arrangements,
which are reported as off-balance-sheet  items. Under these guidelines,  nominal
dollar  amounts  of assets and credit  equivalent  amounts of  off-balance-sheet
items are multiplied by one of several risk adjustment percentages,  which range
from 0% for  assets  with low  credit  risk,  such as  certain  U.S.  government
securities,  to 100% for assets with  relatively  higher  credit  risk,  such as
business loans.

A banking organization's  risk-based capital ratios are obtained by dividing its
qualifying  capital  by its total  risk-adjusted  assets  and  off-balance-sheet
items. The regulators measure risk-adjusted assets and  off-balance-sheet  items
against  both total  qualifying  capital  (the sum of Tier 1 capital and limited
amounts of Tier 2 capital) and Tier 1 capital. Tier 1 capital consists of common
stock, retained earnings,  noncumulative  perpetual preferred stock and minority
interests in certain  subsidiaries,  less most other intangible  assets.  Tier 2
capital may consist of a limited  amount of the  allowance for possible loan and
lease losses and certain other instruments with some  characteristics of equity.
The  inclusion  of  elements  of Tier 2 capital  is  subject  to  certain  other
requirements and limitations of the federal banking agencies. Since December 31,
1992, the federal  banking  agencies have required a minimum ratio of qualifying
total capital to risk-adjusted assets and  off-balance-sheet  items of 8%, and a
minimum ratio of Tier 1 capital to  risk-adjusted  assets and  off-balance-sheet
items of 4%.

In addition to the risk-based  guidelines,  federal banking  regulators  require
banking  organizations to maintain a minimum amount of Tier 1 capital to average
total  assets,  referred to as the leverage  ratio.  For a banking  organization
rated in the highest of the five  categories  used by regulators to rate banking
organizations,  the minimum  leverage ratio of Tier 1 capital to total assets is
3%. It is  improbable,  however,  that an  institution  with a 3% leverage ratio
would  receive  the  highest  rating by the  regulators  since a strong  capital
position  is a  significant  part of the  regulators'  rating.  For all  banking
organizations not rated in the highest  category,  the minimum leverage ratio is
at least 100 to 200 basis  points  above the 3%  minimum.  Thus,  the  effective
minimum  leverage ratio,  for all practical  purposes,  is at least 4% or 5%. In
addition to these uniform risk-based capital guidelines and leverage ratios that
apply across


                                       20
<PAGE>

the industry,  the  regulators  have the  discretion to set  individual  minimum
capital requirements for specific  institutions at rates significantly above the
minimum guidelines and ratios.

A bank that does not achieve and  maintain the  required  capital  levels may be
issued a capital  directive  by the FDIC to ensure the  maintenance  of required
capital levels.  As discussed  above,  the Company and the Banks are required to
maintain certain levels of capital. The regulatory capital guidelines as well as
the actual  capitalization for the Banks and the Company on a consolidated basis
as of December 31, 2001 follow:

<TABLE>
<CAPTION>
                                          REQUIREMENT
                                   ----------------------------
                                                                         The
                                    ADEQUATELY          WELL           Vintage       Solano
                                   CAPITALIZED      CAPITALIZED          Bank         Bank         COMPANY
                                   ----------------------------        -----------------------------------
<S>                                       <C>             <C>            <C>          <C>           <C>
Total risk-based capital                  8.0%            10.0%          11.54%       22.36%        13.24%
ratio
Tier 1 risk-based                         4.0%             6.0%          10.29%       22.04%        12.13%
capital ratio
Tier 1 leverage capital                   4.0%             5.0%           7.75%       16.09%         9.15%
ratio
</TABLE>

Impact of Monetary Policies

The  earnings  and growth of the Banks are subject to the  influence of domestic
and  foreign   economic   conditions,   including   inflation,   recession   and
unemployment.  The  earnings  of the  Banks  are  affected  not only by  general
economic  conditions but also by the monetary and fiscal  policies of the United
States and  federal  agencies,  particularly  the Federal  Reserve.  The Federal
Reserve can and does implement national monetary policy, such as seeking to curb
inflation and combat  recession,  by its open market operations in United States
Government  securities  and by its control of the discount  rates  applicable to
borrowings by banks from the Federal Reserve System.  The actions of the Federal
Reserve in these  areas  influence  the growth of bank  loans,  investments  and
deposits  and affect the interest  rates  charged on loans and paid on deposits.
The Federal  Reserve's  policies have had a significant  effect on the operating
results of commercial banks and are expected to continue to do so in the future.
The  nature  and  timing of any future  changes  in  monetary  policies  are not
predictable.

Consumer Protection Laws and Regulations

The bank regulatory  agencies are focusing greater  attention on compliance with
consumer  protection laws and their  implementing  regulations.  Examination and
enforcement have become more intense in nature,  and insured  institutions  have
been advised to monitor carefully compliance with such laws and regulations. The
Bank is subject to many federal  consumer  protection  statutes and regulations,
some of which are discussed below.

The  Community  Reinvestment  Act  ("CRA")  is  intended  to  encourage  insured
depository  institutions,  while operating safely and soundly,  to help meet the
credit  needs of their  communities.  The CRA  specifically  directs the federal
regulatory agencies, in examining insured depository  institutions,  to assess a
bank's  record  of  helping  meet  the  credit  needs of its  entire  community,
including low- and moderate-income neighborhoods, consistent with safe and sound
banking  practices.  The CRA further  requires  the agencies to take a financial
institution's  record of meeting its  community  credit  needs into account when
evaluating applications for, among other things,  domestic branches,  mergers or
acquisitions, or holding company formations. The agencies use the CRA assessment
factors in order to provide a rating to the financial  institution.  The ratings
range from a high of "outstanding" to a low of "substantial  noncompliance." The
Vintage Bank has not been examined for CRA  compliance by its primary  regulator
in the last 12 months.  Solano  Bank was  examined  June 11,  2001 and was rated
satisfactory.

The Equal Credit Opportunity Act ("ECOA") generally prohibits  discrimination in
any credit transaction,  whether for consumer or business purposes, on the basis
of race, color,  religion,  national origin, sex, marital status, age (except in
limited  circumstances),  receipt of income from public assistance programs,  or
good faith exercise of any rights under the Consumer Credit Protection Act.

The Truth in Lending Act  ("TILA")  is designed to ensure that credit  terms are
disclosed in a meaningful  way so that  consumers may compare  credit terms more
readily and  knowledgeably.  As a result of the TILA, all creditors must use the
same credit  terminology  to express  rates and  payments,  including the annual
percentage rate, the finance charge, the amount financed,  the total of payments
and the payment schedule, among other things.


                                       21
<PAGE>

The Fair Housing Act ("FH Act")  regulates many practices,  including  making it
unlawful  for  any  lender  to  discriminate  in  its  housing-related   lending
activities against any person because of race, color, religion, national origin,
sex,  handicap or familial status. A number of lending practices have been found
by the courts to be, or may be considered,  illegal under the FH Act,  including
some that are not specifically mentioned in the FH Act itself.

The Home Mortgage Disclosure Act ("HMDA") grew out of public concern over credit
shortages in certain urban  neighborhoods  and provides public  information that
will help show whether  financial  institutions  are serving the housing  credit
needs of the neighborhoods  and communities in which they are located.  The HMDA
also  includes  a  "fair  lending"  aspect  that  requires  the  collection  and
disclosure  of data about  applicant  and borrower  characteristics  as a way of
identifying   possible    discriminatory    lending   patterns   and   enforcing
anti-discrimination statutes.

Finally, the Real Estate Settlement Procedures Act ("RESPA") requires lenders to
provide borrowers with disclosures  regarding the nature and cost of real estate
settlements. Also, RESPA prohibits certain abusive practices, such as kickbacks,
and places  limitations on the amount of escrow  accounts.  Penalties  under the
above  laws may  include  fines,  reimbursements  and  other  penalties.  Due to
heightened  regulatory concern related to compliance with the CRA, TILA, FH Act,
ECOA, HMDA and RESPA generally,  the Bank may incur additional  compliance costs
or be  required  to  expend  additional  funds  for  investments  in  its  local
community.

Recent and Proposed Legislation

The  operations  of North Bay  Bancorp  and the Banks are  subject to  extensive
regulation by federal, state, and local governmental authorities and are subject
to various laws and judicial and administrative  decisions imposing requirements
and  restrictions  on part or all of  their  respective  operations.  North  Bay
Bancorp believes that it is in substantial  compliance in all material  respects
with applicable federal,  state, and local laws, rules and regulations.  Because
the business of North Bay Bancorp and the Banks is highly  regulated,  the laws,
rules  and  regulations  applicable  to each  of them  are  subject  to  regular
modification and change.

From time to time, legislation is enacted which has the effect of increasing the
cost  of  doing  business,  limiting  or  expanding  permissible  activities  or
affecting  the   competitive   balance   between   banks  and  other   financial
institutions.  Proposals  to  change  the laws  and  regulations  governing  the
operations and taxation of banks and other financial institutions are frequently
made  in  Congress,  in the  California  legislature  and  before  various  bank
regulatory agencies.  President Clinton signed the  Gramm-Leach-Bliley  Act into
law in  2000.  This  legislation  eliminated  many  of the  barriers  that  have
separated  the  insurance,  securities  and banking  industries  since the Great
Depression.  The federal banking agencies (the Federal Reserve,  FDIC, Office of
the Comptroller of the Currency) among others,  continue to draft regulations to
implement the  Gramm-Leach-Bliley  Act. The  likelihood of any major change from
these regulations,  and the impact such change may have on North Bay Bancorp and
the Banks is impossible to predict.

Gramm-Leach-Bliley Act

The  Gramm-Leach-Bliley  Act is the result of a decade of debate in the Congress
regarding a fundamental reformation of the nation's financial system. The law is
subdivided  into seven titles,  by functional  area.  Title I acts to facilitate
affiliations  among banks,  insurance  companies and securities firms.  Title II
narrows the exemptions  from the securities  laws  previously  enjoyed by banks,
requires  the Board of  Governors  and the SEC to work  together  to draft rules
governing certain  securities  activities of banks and creates a new,  voluntary
investment bank holding  company.  Title III restates the  proposition  that the
states are the functional regulators for all insurance activities, including the
insurance activities of federally-chartered  banks. The law bars the states from
prohibiting insurance activities by depository institutions.  The law encourages
the states to develop uniform or reciprocal rules for the licensing of insurance
agents.  Title IV prohibits the creation of additional  unitary  thrift  holding
companies.  Title V imposes significant  requirements on financial  institutions
related to the  transfer of nonpublic  personal  information.  These  provisions
require  each  institution  to  develop  and  distribute  to  accountholders  an
information  disclosure policy, and requires that the policy allow customers to,
and for the  institution  to,  honor a  customer's  request to  "opt-out" of the
proposed transfer of specified nonpublic information to third parties.  Title VI
reforms  the  Federal  Home  Loan  Bank  system to allow  broader  access  among
depository  institutions to the system's  advance  programs,  and to improve the
corporate governance and capital maintenance  requirements for the system. Title
VII  addresses a multitude of issues  including  disclosure  of ATM  surcharging
practices,  disclosure of agreements among non-governmental entities and insured
depository  institutions  which donate to  non-governmental  entities  regarding
donations  made in  connection  with the CRA, and  disclosure  by the  recipient
non-governmental  entities  of how such  funds are used.  Additionally,  the law
extends the period of time between CRA examinations of community banks.


                                       22
<PAGE>

Financial Holding Companies. Title I of the Gramm-Leach-Bliley Act establishes a
comprehensive framework to permit affiliations among commercial banks, insurance
companies,  securities  firms, and other financial service providers by revising
and expanding the BHC Act framework to permit a holding company system to engage
in a full range of financial  activities  through  qualification as a new entity
known as a Financial Holding Company. A bank holding company that qualifies as a
Financial  Holding  Company can expand into a wide variety of services  that are
financial in nature,  provided that its subsidiary  depository  institutions are
well-managed,  well-capitalized  and have  received  at  least a  "satisfactory"
rating on their  last CRA  examination.  Services  that  have been  deemed to be
financial in nature include securities underwriting,  dealing and market making,
sponsoring  mutual funds and investment  companies,  insurance  underwriting and
agency  activities  and merchant  banking.  North Bay Bancorp became a financial
holding  company on August 23,  2000.  The Company  continues  to  evaluate  the
strategic  opportunities  presented by the broad powers  granted to bank holding
companies that elect to be treated as financial holding companies.

Privacy. Under Title V of the Gramm-Leach-Bliley Act, federal banking regulators
are required to adopt rules that limit the ability of banks and other  financial
institutions to disclose non-public information about consumers to nonaffiliated
third  parties.  These  limitations  require  disclosure of privacy  policies to
consumers and, in some  circumstances,  allow consumers to prevent disclosure of
certain  personal  information to a nonaffiliated  third party.  Federal banking
regulators  issued  final  rules  on May  10,  2000  to  implement  the  privacy
provisions  of Title V.  Pursuant  to the  rules,  financial  institutions  must
provide  (i)  initial  notices  to  customers  about  their  privacy   policies,
describing  the  conditions  under which they may  disclose  nonpublic  personal
information to nonaffiliated  third parties and affiliates;  (ii) annual notices
of their privacy policies to current  customers;  and (iii) a reasonable  method
for customers to "opt out" of disclosures to nonaffiliated third parties.

Compliance  with the rules is mandatory  after July 1, 2001.  The Banks prepared
and delivered the required initial privacy policy notices to customers, and have
adopted  policies  and  procedures  designed  to  substantially  comply with the
provisions of the regulations  implementing the privacy provisions of Title V of
the Gramm-Leach-Bliley Act.

Safeguarding   Confidential   Customer   Information.   Under  Title  V  of  the
Gramm-Leach-Bliley  Act, federal banking  regulators are required to adopt rules
that will  require  financial  institutions  to  implement  a program to protect
confidential customer information. In January 2000, the federal banking agencies
adopted guidelines requiring financial  institutions to establish an information
security  program  to: (i)  identify  and  assess  the risks  that may  threaten
customer  information;  (ii)  develop a written  plan  containing  policies  and
procedures to manage and control these risks; (iii) implement and test the plan;
and (iv)  adjust  the plan on a  continuing  basis to  account  for  changes  in
technology,  the  sensitivity of customer  information  and internal or external
threats to information security.

Each of the Banks  implemented a security  program  appropriate  to its size and
complexity  and the  nature and scope of its  operations  well in advance of the
July 1, 2001 effective date for the guidelines.

Community Reinvestment Act Sunshine Requirements.  In February 2001, the federal
banking agencies adopted final regulations  implementing Section 711 of Title 7,
the CRA Sunshine Requirements.  The regulations require nongovernmental entities
or persons and insured  depository  institutions and affiliates that are parties
to  written   agreements   made  in  connection  with  the  fulfillment  of  the
institution's  CRA  obligations  to make available to the public and the federal
banking  agencies a copy of each such agreement.  The regulations  impose annual
reporting requirements concerning the disbursement,  receipt and use of funds or
other resources under each such agreement. The effective date of the regulations
was April 1, 2001.

Neither  the Company  nor the Banks are a party to any  agreement  that would be
subject of reporting pursuant to the CRA Sunshine Requirements.

The  Banks  and  the  Company  intend  to  comply  with  all  provisions  of the
Gramm-Leach-Bliley   Act  and  all  implementing   regulations  as  they  become
effective. The Company and the Banks were in full compliance with the applicable
regulations implementing provisions of the Gramm-Leach-Bliley Act as of or prior
to their respective effective dates.

USA Patriot Act

As part of the Uniting and Strengthening  America by Providing Appropriate Tools
Required to Intercept and Obstruct  Terrorism  Act of 2001 ("USA Patriot  Act"),
signed into law on October 26, 2001,  Congress adopted the  International  Money
Laundering  Abatement and  Financial  Anti-Terrorism  Act of 2001  ("IMLAFATA").
IMLAFATA  authorizes  the Secretary of the Treasury,  in  consultation  with the
heads of other  government  agencies,  to adopt special  measures  applicable to
banks, bank holding companies, or other


                                       23
<PAGE>

financial  institutions.  These measures may include enhanced  recordkeeping and
reporting  requirements for certain  financial  transactions that are of primary
money laundering concern, due diligence  requirements  concerning the beneficial
ownership of certain types of accounts,  and  restrictions  or  prohibitions  on
certain types of accounts with foreign financial institutions. Covered financial
institutions  also are barred  from  dealing  with  foreign  "shell"  banks.  In
addition, IMLAFATA expands the circumstances under which funds in a bank account
may be forfeited and requires  covered  financial  institutions to respond under
certain  circumstances to requests for information from federal banking agencies
within 120 hours.

Treasury regulations  implementing the due diligence requirements must be issued
no later than April 24, 2002.  Whether or not regulations  are adopted,  the law
becomes effective July 23, 2002. Additional regulations are to be adopted during
2002 to implement  minimum standards to verify customer  identity,  to encourage
cooperation  among financial  institutions,  federal banking  agencies,  and law
enforcement   authorities  regarding  possible  money  laundering  or  terrorist
activities,  to prohibit the anonymous use of  "concentration  accounts," and to
require all covered  financial  institutions to have in place a Bank Secrecy Act
compliance  program.  IMLAFATA also amends the Bank Holding  Company Act and the
Bank  Merger Act to  require  the  federal  banking  agencies  to  consider  the
effectiveness of a financial institution's anti-money laundering activities when
reviewing an application under these acts.

Both of the Banks have Bank Secrecy Act compliance programs in place, and engage
in very few  transactions  of any kind with foreign  financial  institutions  or
foreign persons.


                                       24
<PAGE>

Item 2 - PROPERTIES

North Bay Bancorp

North Bay  Bancorp  utilizes  space in The  Vintage  Bank's  main office at 1500
Soscol Avenue, Napa,  California,  and at 3626 Bel Aire Plaza, Napa, California.
Pursuant to the terms of a  Reimbursement  Agreement  entered into between North
Bay Bancorp and The Vintage,  North Bay Bancorp  reimburses The Vintage Bank for
the fair market value of the space utilized by North Bay Bancorp.

North Bay Bancorp  leases a building  located at 1100 Texas  Street,  Fairfield,
California, containing approximately 5,700 square feet. The lease term commenced
on August 15, 2000, for an initial term of five years and one-half  month,  with
one option to renew for five years provided notice is given not less than ninety
days but not more  than one  hundred  eighty  days  prior to  expiration  of the
initial term.  Rent is subject to adjustment on September 1, 2001,  and annually
thereafter in accordance  with increases in the Consumer Price Index.  Effective
January 1, 2002,  the monthly  rental was $4,525 per month.  By the terms of the
lease  North Bay  Bancorp is  required  to (i) keep the  premises in good order,
condition and repair, (ii) maintain  comprehensive  general liability insurance,
(iii) pay all real property taxes assessed against the premises and (iv) pay for
all  utilities  used.  By the terms of a Sublease  Agreement  entered  into with
Solano Bank as of October 1, 2000, North Bay Bancorp leased  approximately 2,254
square  feet of the  building to Solano  Bank for use as a branch  location  and
granted  Solano Bank the right to jointly use  approximately  740 square feet of
common  area.  The  remainder  of the building is used by North Bay Bancorp as a
data center.

North Bay Bancorp owns certain  leasehold  improvements and furniture,  fixtures
and  equipment  located  at its  offices,  all of which  are  used in North  Bay
Bancorp's  business.  In the opinion of management,  the properties of North Bay
Bancorp are adequately covered by insurance.

The Vintage Bank

The Vintage Bank's main office is located in a two-story building at 1500 Soscol
Avenue, Napa, California. The real property on which the building is located was
acquired by The Vintage  Bank in 1988,  and  construction  of the  building  was
completed  in  1989.  In 1993 an  additional  2,500  square  feet of  previously
unoccupied  space in the Main Office was remodeled,  thereby  increasing  usable
space from approximately  7,500 to 10,000 square feet. The real property and all
improvements at the Main Office are owned by The Vintage Bank. In January,  1996
The Vintage Bank purchased  approximately 11,000 square feet of land adjacent to
the Main Office to  facilitate  expansion of The Vintage  Bank's  motor  banking
facility.

The Vintage Bank leases the premises for its Browns Valley Office, consisting of
approximately  2,000 square  feet,  located at 3271 Browns  Valley  Road,  Napa,
California.  The lease  commenced  on October 22, 1990 for a term of five years,
with three  successive  options to renew for five years  each.  To  exercise  an
option,  the lease  requires  three months prior notice of the bank's  intent to
renew.  The lease was renewed for an additional five years in October 2000. Rent
is subject to annual  adjustment  in accordance  with  increases in the Consumer
Price Index.  Effective January 1, 2002, monthly rental was $3,207 per month. By
the terms of the lease The Vintage  Bank is required to (i)  maintain and repair
the leased  premises,  (ii) maintain  combined  single limit,  bodily injury and
property  damage  insurance,  and (iii) pay its pro rata share of real  property
taxes and common area maintenance expenses.

The Vintage Bank leases the premises for its Bel Aire  Shopping  Center  Office,
consisting of approximately  5,850 square feet,  located at 3626 Bel Aire Plaza,
Napa, California. The lease term commenced on January 1, 1997, for a term of ten
years,  with two  successive  options to renew for five years each upon at least
180 days'  notice.  Effective  January  1, 2002,  monthly  rental was $6,318 per
month.  Rent is subject to annual  adjustment in accordance  with a schedule set
forth in the lease and  thereafter in accordance  with increases in the Consumer
Price  Index.  By the terms of the lease The  Vintage  Bank is  required  to (i)
maintain and repair the leased premises,  (ii) pay for all utilities used, (iii)
maintain public liability insurance,  (iv) pay its pro rata share of common area
maintenance,  and (v) pay its pro rata share of all real property taxes assessed
against the shopping center.

In January 2001 The Vintage Bank entered into an agreement for the purchase of a
building and real property located at 1065 Main Street, St. Helena,  California,
for  the sum of  $1,500,000.  The  purchase  of the  Main  Street  property  was
consummated  on February 2, 2001. The purchase of the property was not financed.
The Vintage Bank completed an extensive remodel of the building in January, 2002
at a cost of approximately $965,000.

In December  2001 The Vintage  Bank  entered  into a lease for its planned  Napa
Valley  Gateway  Business Park branch in the southern  part of Napa County.  The
premises will be located in a multi-tenant  professional  office  building to be
constructed at the southeast  corner of Devlin Road and Gateway Road East. It is
anticipated  that the building and leasehold  improvements  will be completed in


                                       25
<PAGE>

the third quarter with occupancy by The Vintage Bank in the fourth quarter.  The
Vintage Bank is required to pay for the leasehold  improvements  to the premises
at an estimated cost of $400,000.  The lease term will commence upon substantial
completion  of the premises and issuance of a  certificate  of occupancy for the
building and the premises,  for a term of ten years, with two successive options
to renew for five  years  each upon at least  120  days'  notice.  Rent does not
commence  until the term  commences.  Monthly rental for the initial year of the
term  of the  lease  will be  $11,810  per  month.  Rent is  subject  to  annual
adjustment  in  accordance  with  increases in the  Consumer  Price Index with a
minimum  annual  increase  of 2.5% and a maximum  annual  increase of 5%. By the
terms of the lease The Vintage  Bank is required to (i)  maintain and repair the
leased  premises,  (ii)  pay for  all  utilities  used,  (iii)  maintain  public
liability  insurance,  and (iv) pay its pro rata share of common area  operating
expenses, including real property taxes.

In November 2001 The Vintage Bank entered into a Real Estate Purchase  Agreement
for the  purchase of real  property  located  adjacent to the bank's St.  Helena
branch  for the sum of  $175,000.  By the  terms of the  Agreement  the  subject
property  will  become  part of the  bank's  St.  Helena  branch  property  upon
consummation  of the  purchase.  The  purchase is subject to the approval of the
City of St.  Helena.  The  purchase of the property  will not be  financed.  The
property  is  currently  improved  with a  parking  lot  which  will  be used to
supplement  existing branch parking.  It is not anticipated  that any additional
improvements will be made to the property.

The Vintage Bank owns certain leasehold improvements and furniture, fixtures and
equipment located at its offices, all of which are used in the banking business.
In the opinion of management,  the properties of The Vintage Bank are adequately
covered by insurance.

Solano Bank

Solano  Bank's  Main Office is located in a  multi-tenant  building at 403 Davis
Street,  Vacaville,  California.  On July 23, 2001,  Solano Bank consummated the
purchase of the building for the sum $2,200,000.  The purchase was not financed.
The  building  contains a total of  approximately  22,000  square  feet of which
Solano Bank  occupies  approximately  5,000  square feet,  approximately  13,200
square  feet are  occupied by BC  Stocking,  Inc.,  and Rob Wood,  a director of
Solano Bank, occupies  approximately 750 square feet. Wells Fargo Home Mortgage,
Inc. currently occupies approximately 3000 square feet under a short-term rental
agreement.

Solano  Bank  leases  the  premises  for  its  Benicia  Office,   consisting  of
approximately  2,000  square  feet  located  at 1395  E.  2nd  Street,  Benicia,
California.  The lease  commenced  December 1, 1999 at cost of $2,980 per month.
Effective  January 1, 2002,  monthly  rental was $3,842 per month.  The  initial
lease is for a period of five (5) years and four (4) months,  with three options
to extend for five years each. To exercise the option,  the lease requires three
months  prior  notice  of the  bank's  intent  to  renew.  Rent  is  subject  to
adjustments  with  increases  in the Consumer  Price Index.  By the terms of the
lease Solano Bank is required to (i)  maintain  and repair the leased  premises,
(ii) pay for all utilities used, (iii) maintain public liability insurance, (iv)
pay its pro rata  share of  common  area  maintenance,  and (v) pay its pro rata
share of all real property taxes assessed  against the shopping  center of which
the premises are a part.  The lease for the Benicia  Office is presently held by
North Bay Bancorp.  Subject to regulatory approval the lease will be assigned to
Solano Bank.

Solano Bank  subleases  from North Bay Bancorp the  premises  for its  Fairfield
Office,  consisting of approximately  2,254 square feet, together with the right
to make joint use of approximately  740 square feet of common area. The sublease
term  commenced  October 1,  2000,  and  expires  upon  expiration  of North Bay
Bancorp's master lease or on August 31, 2005, whichever is earlier. The sublease
is subject to  extension  for five years in the event North Bay Bancorp  extends
the master  lease.  By the terms of the sublease  Solano Bank is required to pay
38% of the rent and  other  costs to be borne by North  Bay  Bancorp  under  the
master lease. The rent under the master lease is subject to adjustment  annually
based upon changes in the Consumer Price Index.

Solano  Bank  leases  the  premises  for  its  Vallejo  Office,   consisting  of
approximately  2,166  square  feet  located  at 976 A  Admiral  Callaghan  Lane,
Vallejo,  California.  The lease  commenced March 15, 2001 at cost of $4,332 per
month.  The initial lease is for a period of five (5) years,  with three options
to extend for five years each.  To exercise the option,  the lease  requires 180
days  prior  notice of the  bank's  intent to renew.  Rent is  subject to annual
adjustment with increases in the Consumer Price Index. By the terms of the lease
Solano Bank is required to (i) maintain and repair the leased premises, (ii) pay
for all utilities used, (iii) maintain public liability insurance,  (iv) pay its
pro rata share of common area maintenance, and (v) pay its pro rata share of all
real property taxes assessed  against the shopping  center of which the premises
are a part.  The premises  were improved to make them suitable for a branch bank
at a cost of $119,019.

Solano Bank owns certain  leasehold  improvements  and  furniture,  fixtures and
equipment located in its offices, all of which are used in the banking business.
In the opinion of  management,  the  properties  of Solano  Bank are  adequately
covered by insurance.


                                       26
<PAGE>

Item 3 - LEGAL PROCEEDINGS

Neither North Bay Bancorp,  The Vintage Bank nor Solano Bank are parties to, nor
are  any of  their  properties  the  subject  of,  any  material  pending  legal
proceedings  other  than  ordinary,  routine  litigation  incidental  to Company
business, nor are any of such proceedings known to be contemplated by government
authority.  No director,  officer,  affiliate,  more than 5%  shareholder of the
Company or any  associate of these  persons is a party adverse to the Company or
has a material interest adverse to the Company in any material legal proceeding.

Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None


                                       27
<PAGE>

PART II

Item 5 - MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED SECURITY HOLDER
         MATTERS

On  November  1,  1999,   North  Bay   Bancorp's   common  stock  began  trading
over-the-counter  on the OTC  "Bulletin  Board" under the symbol NBAN.  Prior to
November  1,  1999,  The  Vintage  Bank's  common  stock  was  quoted on the OTC
"Bulletin   Board"  under  the  symbol  VTGB.  The  firm  of  Hoefer  &  Arnett,
Incorporated serves as primary market maker in North Bay Bancorp's common stock.

The following  table  (adjusted for the 2000,  2001,  and 2002 stock  dividends)
summarizes the common stock high and low bid prices based upon  transactions  of
which North Bay Bancorp or The Vintage Bank is aware:

            Quarter ended                    High              Low

         December 31, 2000                  $19.50           $18.59
         September 30, 2000                  20.41            18.59
         June 30, 2000                       20.64            17.91
         March 31, 2000                      22.68            17.23
         December 31, 2001                   19.52            18.10
         September 30, 2001                  19.53            18.10
         June 30, 2001                       19.05            18.10
         March 31, 2001                      19.95            17.23

There may be other  transactions  of which  North Bay  Bancorp  is not aware and
accordingly,  they are not reflected in the range of actual sales prices stated.
Further,   quotations  reflect  inter-dealer  prices,  without  retail  mark-up,
mark-down or commission and may not represent actual transactions. Additionally,
since  trading in North Bay  Bancorp's  common  stock is  limited,  the range of
prices  stated is not  necessarily  representative  of prices which would result
from a more active market.

The Company  paid cash  dividends of $0.20 per share in 2000 and $0.20 per share
in 2001.  The  holders of common  stock of North Bay  Bancorp  are  entitled  to
receive cash  dividends  when and as declared by the Board of Directors,  out of
funds legally available for the payment of dividends.

On January 28, 2002, the Board of Director of North Bay Bancorp declared a $0.20
per share  cash  dividend  and a 5% stock  dividend  payable  March 22,  2002 to
shareholders of record as of March 4, 2002.

North  Bay  Bancorp  is  restricted  in  its  ability  to pay  dividends  to its
shareholders  as a matter of law. For a discussion  of  restrictions  imposed by
law, see "SUPERVISION and REGULATION - Payment of Dividends."

As of March 4, 2002,  there were 1,051  holders of record of North Bay Bancorp's
common stock.

Item 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

The management's  discussion and analysis of financial  condition and results of
operations is included in North Bay Bancorp's 2001 Annual Report to Shareholders
on pages 6 through 12 which information is incorporated herein by reference.


                                       28
<PAGE>

Item 7 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

North Bay Bancorp's  consolidated  balance  sheets,  statements  of  operations,
statements  of changes in  shareholders'  equity,  statements  of cash flows and
related notes thereto are included in North Bay Bancorp's  2001 Annual Report to
Shareholders on page 14 through 18 which  information is incorporated  herein by
reference.

Item 7A - QUANTITATIVE AND QUALITATIVE DISCLOUSURE ABOUT MARKET RISK

Market risk is the exposure to loss  resulting  from changes in interest  rates,
foreign currency  exchange rates,  commodity prices and equity prices.  Although
the Company manages other risks, as in credit quality and liquidity risk, in the
normal  course  of  business,  management  considers  interest  rate  risk to be
principally  a  market  risk.  The  Company  relies  on  loan  reviews,  prudent
underwriting  standards  and an adequate  allowance  for loan losses to mitigate
credit risk. Other types of market risks, such as foreign currency exchange rate
risk, do not arise in the normal course of the  Company's  business  activities.
The  majority of the  Company's  interest  rate risk  arises  from  instruments,
positions and transactions entered into for the purpose other than trading. They
include loans, securities  available-for-sale,  deposit liabilities,  short-term
borrowings  and  long-term  debt.  Interest  rate risk  occurs  when  assets and
liabilities reprice at different times as interest rates change.

The Company  manages  interest  rate risk through an Asset  Liability  Committee
(ALCO).  The ALCO manages the balance sheet to maintain the forecasted impact on
net interest income and present value of equity within acceptable ranges despite
unforeseeable  changes in interest  rates.  The ALCO  monitors  these risks on a
quarterly basis using both a traditional gap analysis and simulation analysis.

The Company  utilizes a simulation  model as its primary tool for interest  rate
risk. This model considers the effects of lags and different  ranges of interest
rate  changes  among  various  classes  of earning  assets and  interest-bearing
liabilities  following a 1% or 2% change in the Fed Funds rate,  and  produces a
more accurate  projection of the impact changing interest rates will have on the
Company.  Readers are referred to management's  "Forward  Looking  Statement" in
connection with this information.


                                       29
<PAGE>

The following table,  using  traditional gap analysis,  sets forth the repricing
opportunities  for  rate-sensitive  assets  and  rate-sensitive  liabilities  at
December  31, 2001.  Traditional  gap analysis  identifies  short and  long-term
interest rate positions or exposure.  Rate sensitivity analysis usually excludes
Noninterest-bearing  demand  deposits.  Including these deposits,  which totaled
$77,117,476,   would  result  in  a  significant  shift  in  the  gap  position.
Rate-sensitive  assets and  rate-sensitive  liabilities  are  classified  by the
earliest possible repricing date or maturity, whichever comes first.

<TABLE>
<CAPTION>
                                                                       (In 000's)

                                         3 Months     Over 3 Mos.       Over 1 Yr.    Over 5
                                          or Less       To 1 Yr.         To 5 Yrs.     Years          Total
                                          -------       --------         ---------     -----          -----
<S>                                     <C>            <C>               <C>          <C>            <C>
Interest rate-sensitive assets:
   Loans, gross                           $64,367       $12,234          $69,134      $40,531       $186,266
   Interest-bearing deposits in
      Other banks                               0           100                0            0            100
   Investment securities                    1,013        14,878           25,835       44,394         86,120
   Federal funds sold                      18,000             0                0            0         18,000
                                        --------------------------------------------------------------------
                Total                      83,380        27,212           94,969       84,925        290,486

Interest rate-sensitive liabilities:
   Interest-bearing demand
      deposits                            116,809             0                0            0        116,809
   Time deposits >$100,000                 19,260        14,545            3,912          507         38,224
   Other time deposits                     13,198        20,770            4,168        1,266         39,402
   Savings deposits                        20,889             0                0            0         20,889
   Long-term borrowings                     1,846             0                0            0          1,846
                                        --------------------------------------------------------------------
                Total                    $172,002       $35,315           $8,080        1,773       $217,170

Interest rate sensitivity gap           ($88,622)      ($8,103)          $86,889      $83,152        $73,316
                                        ====================================================================
Cumulative interest rate gap            ($88,622)     ($96,725)          (9,826)      $73,316

Ratio of interest rate sensitivity to     -30.51%        -2.79%           29.91%       28.63%
    earning assets
</TABLE>

The preceding  table  indicates that the Company has a "negative" GAP for twelve
months into the future and a  "positive"  GAP beyond.  The  implication  is that
during the negative GAP  "horizon"  Company  earnings will increase in a falling
interest rate  environment,  as interest rates on  interest-bearing  liabilities
reprice downward more rapidly than rates on earning assets; conversely, earnings
would decline in a rising rate environment.  This traditional  analysis does not
recognize  or assume any "lag" in interest  rate  changes on earning  assets and
interest-bearing  liabilities,  and it  assumes  that  all  earning  assets  and
interest-bearing  liabilities reprice to the same absolute degree, regardless of
the mix of earning assets and interest-bearing liabilities.

The following table, utilizing a simulation model to measure interest rate risk,
shows the  approximate  pre-tax dollar and  percentage  change in forecasted net
interest income over a 12-month period.  The simulation  analysis uses an income
simulation  approach to measure the change in interest  income and expense under
rate shock conditions. The model considers the three major factors of (a) volume
differences,  (b) repricing differences and (c) timing in its income simulation.
The model begins by disseminating data into appropriate  repricing buckets based
on internally  supplied  algorithms (or overridden by  calibration).  Next, each
major asset and liability  type is assigned a  "multiplier"  or beta to simulate
how much that particular  balance sheet category type will reprice when interest
rates change. The model uses eight asset and liability multipliers consisting of
bank-specific  or default  multipliers.  The  remaining  step is to simulate the
timing effect of assets and liabilities by modeling a month-by-month  simulation
to estimate  the change in interest  income and expense  over the next  12-month
period.


                                       30
<PAGE>

<TABLE>
<CAPTION>
December 31, 2001                       Dollar change in net interest income       Percent change in net interest income
Change in interest rates:

<S>                                                  <C>                                             <C>
   200 basis point decline                           ($195,000)                                      (1.35%)
   100 basis points decline                           ($96,000)                                       (.67%)
   100 basis points rise                               $76,000                                         .53%
   200 basis points rise                              $145,000                                        1.01%
</TABLE>

As illustrated in the above table, the Company is currently asset sensitive,  as
opposed to being liability sensitive as indicated by the table using traditional
GAP  analysis.  The  implication  of this is that the  Company's  earnings  will
decrease in a falling  interest rate  environment,  as interest rates on earning
assets reprice downward more rapidly than rates on interest-bearing liabilities;
conversely,  earnings would increase in a rising rate environment.  Therefore, a
decrease  in market  rates  could  adversely  affect  net  interest  income.  In
contrast, an increase rate environment may improve net interest income.

It should be noted that the tools used to manage  interest rate risk do not take
into account future management  actions that may be undertaken,  should a change
occur in actual market interest rates during the year. Also, certain assumptions
are required to perform modeling simulations that may have significant impact on
the results.  These include  assumptions about composition or mix of the balance
sheet, level of interest rates,  balance changes of deposit products that do not
have stated maturities and assumptions of industry standards and future expected
pricing  behaviors.  The results indicated by the model could vary significantly
due  to  external  factor  such  as  changes  in  the  prepayment   assumptions,
competition or early withdrawal of deposits.

Item 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

None

PART III

Item 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

For  information  regarding the  directors,  executive  officers,  promoters and
control  persons of North Bay Bancorp,  see "ELECTION OF DIRECTORS" and "REPORTS
OF CHANGES IN  BENEFICIAL  OWNERSHIP"  on pages 3 through 7 and 23 of the Bank's
definitive  proxy  statement for the 2002 Annual Meeting of  Shareholders  to be
filed pursuant to Regulation 14A (the "Proxy Statement"),  which is incorporated
herein by reference.

Item 10 - EXECUTIVE COMPENSATION

For information  concerning  compensation of the executive officers of North Bay
Bancorp, see "EXECUTIVE  COMPENSATION" on pages 16 to 19 of the Proxy Statement,
which is incorporated herein by reference.


                                       31
<PAGE>

Item 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

For information  concerning the security  ownership of certain beneficial owners
and management of North Bay Bancorp,  see "SECURITY  OWNERSHIP OF MANAGEMENT" on
pages  12 to 15  of  the  Proxy  Statement,  which  is  incorporated  herein  by
reference.

Item 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For information  concerning certain relationships and related transactions,  see
"MANAGEMENT  INDEBTEDNESS"  on  page  23  of  the  Proxy  Statement,   which  is
incorporated herein by reference.

Item 13 - EXHIBITS AND REPORTS ON FORM 8-K

                                                                  Page of 2001
                                                                  Annual Report
                                                                  -------------
(a)     1.        Financial Statements

(i)   Balance Sheets, December 31, 2001 and
      2000                                                             14

(ii)  Income Statements for the years
      ended December 2001, 2000,  and 1999                             15

(iii) Statements of Changes in Shareholders'
      Equity for the years ended December 31,
      2001, 2000,  and 1999                                            16

(iv)  Statements of Cash Flows for the years
       ended December 31, 2001, 2000, and 1999                         17

(v)   Notes to Financial Statements                                    18

(vi)  Report of Independent Public
       Accountants                                                     36

Schedules have been omitted as inapplicable or because the information  required
is included in the financial statements or notes thereto.

3. Exhibits

See Exhibit Index on page 35 of this Report.

(b) Reports on Form 8-K

A  current  report  on Form 8-K was  filed  with  the  Securities  and  Exchange
Commission  on October 25, 2001  reporting,  under Item. 5 "Other  Matters," the
issuance of a press release by North Bay Bancorp announcing its earnings for the
quarter ended September 30, 2001.


                                       32
<PAGE>

SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                NORTH BAY BANCORP


                                By:      /s/Terry L. Robinson
                                   ---------------------------------------------
                                Terry L. Robinson
                                President and Chief Executive Officer

Dated: March 25, 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

Signature                      Title                                  Date

/s/Thomas N. Gavin             Director                           March 25, 2002
--------------------------
Thomas N. Gavin

/s/David B. Gaw                Director                           March 25, 2002
--------------------------
David B. Gaw

/s/Fred J. Hearn Jr.           Director                           March 25, 2002
--------------------------
Fred J. Hearn Jr.

/s/Conrad W. Hewitt            Director                           March 25, 2002
--------------------------
Conrad W. Hewitt

/s/Harlan R. Kurtz             Director                           March 25, 2002
--------------------------
Harlan R. Kurtz

/s/Richard S. Long             Director                           March 25, 2002
--------------------------
Richard S. Long

/s/Thomas H. Lowenstein        Director                           March 25, 2002
--------------------------
Thomas H. Lowenstein

/s/Thomas F. Malloy            Director and                       March 25, 2002
--------------------------     Chairman of the Board
Thomas F. Malloy

/s/Terry L. Robinson           President, Chief                   March 25, 2002
--------------------------     Executive Officer and Director
Terry L. Robinson              (Principal Executive Officer)


                                       33
<PAGE>

/s/James E. Tidgewell          Director                           March 25, 2002
--------------------------
James E. Tidgewell

/s/Lee-Ann Cimino              Sr. Vice President                 March 25, 2002
--------------------------     Chief Financial Officer
Lee-Ann Cimino                 (Principal Financial Officer)


                                       34
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.       Description

2.1               Plan of Reorganization and Merger Agreement entered into as of
                  July 30, 1999 by and among The Vintage  Bank,  Vintage  Merger
                  Co. and North Bay Bancorp. (1)

3.1               Articles of Incorporation of Registrant. (2)

3.2               Bylaws as amended of Registrant. (2)

10.1              Amended North Bay Bancorp Stock Option Plan. (3) *

10.2              [Reserved]

10.3              Lease by and between B&C  Stocking  LLC, as Lessor,  and North
                  Bay Bancorp,  as Lessee, with respect to premises at 403 Davis
                  Street, Vacaville, California. (3)

10.4              Lease by and between Davies Partners II, as Lessor,  and North
                  Bay Bancorp, as Lessee, with respect to premises at 1395 E. 2d
                  Street, Benicia, California. (3)

10.5              North Bay Bancorp Directors Deferred Fee Plan. (4)*

10.6              Amended and Restated  Employment  Agreement entered into as of
                  May 1,  2001 by and  between  North Bay  Bancorp  and Terry L.
                  Robinson. (5) *

10.7              Employment  Agreement  entered  into as of May 1,  2001 by and
                  between Solano Bank and Glen C. Terry. (5) *

10.8              Employment  Agreement  entered  into as of May 1,  2001 by and
                  between North Bay Bancorp and Kathi Metro. (5) *

10.9              Employment  Agreement  entered  into as of May 1,  2001 by and
                  between North Bay Bancorp and Dale Brain. (5) *

10.10             Life Insurance  Endorsement Method Split Dollar Plan Agreement
                  for Terry L. Robinson. *

10.11             Life Insurance  Endorsement Method Split Dollar Plan Agreement
                  for Dale Brain. *

10.12             Life Insurance  Endorsement Method Split Dollar Plan Agreement
                  for Lee-Ann Cimino. *

10.13             Life Insurance  Endorsement Method Split Dollar Plan Agreement
                  for Kathi Metro. *

10.14             Life Insurance  Endorsement Method Split Dollar Plan Agreement
                  for Glen C. Terry. *

11.               Statement re: computation of per share earnings is included in
                  Note 1 to the financial  statements to the prospectus included
                  in Part I of this Registration Statement.

13.               North Bay Bancorp 2001 Annual Report to Shareholders.

21.               Subsidiaries of Registrant are: The Vintage Bank, a California
                  banking corporation and Solano Bank, a California Corporation.

23.               Consent  of  Arthur   Andersen  LLP  as   independent   public
                  accountants for North Bay Bancorp, The Vintage Bank and Solano
                  Bank.

25.               Power of Attorney.

99.1              Letter re: Receipt of Assurance from Arthur Andersen LLP

*        Employment Contracts and Compensation Plans.


                                       35
<PAGE>

(1)      Attached as Exhibit  7(c)(2) to North Bay Bancorp's  Current  Report on
         Form 8-K filed with the Securities and Exchange  Commission on November
         29, 1999, and incorporated herein by reference.

(2)      Attached as Exhibits 3.1, 3.2, and 10.2, respectively,  to Registration
         Statement No.  333-93365 filed by North Bay Bancorp with the Securities
         and  Exchange   Commission  under  the  Securities  Act  of  1933,  and
         incorporated herein by reference.

(3)      Attached as Exhibits 10.1, 10.3, and 10.4 to North Bay Bancorp's Annual
         Report as Form 10KSB for the year ended  December  31,  1999 filed with
         the  Security  and  Exchange  Commission,  and  incorporated  herein by
         reference.

(4)      Attached as Exhibits 10.5 to North Bay Bancorp's  Annual Report as Form
         10-KSB for the year ended December 31, 2000 filed with the Security and
         Exchange Commission, and incorporated herein by reference.

(5)      Attached as Exhibits 10.1,  10.2, 10.3, and 10.4 to North Bay Bancorp's
         Quarterly Report as Form 10-Q for the quarter ended June 30, 2001 filed
         with the Security and Exchange  Commission,  and incorporated herein by
         reference.


                                       36