NORTH BAY BANCORP
                             2002 DEFERRED FEE PLAN


                                    ARTICLE 1

                        Introduction and Purpose of Plan
                        --------------------------------

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

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

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

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

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



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                                    ARTICLE 2

                                   Definitions
                                   -----------

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

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

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

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

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

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

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

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

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

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

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

                                    ARTICLE 3

                            Participation in the Plan
                            -------------------------

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

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

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

                                    ARTICLE 4

                            Deferral of Compensation
                            ------------------------

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

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

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

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

                                    ARTICLE 5

                            Distribution of Benefits
                            ------------------------

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

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

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

                                    ARTICLE 6

                          Form of Benefit Distributions
                          -----------------------------

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

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

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

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

                                    ARTICLE 7

                             Beneficiary Information
                             -----------------------

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


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                                    ARTICLE 8

                               Plan Administration
                               -------------------

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

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

                                    ARTICLE 9

                        Amendment or Termination of Plan
                        --------------------------------

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

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

                                   ARTICLE 10

                                  Miscellaneous
                                  -------------

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

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

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

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


Adopted by the Board of Directors on May 28, 2002



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                                    Exhibit A
                                    ---------

                             DEFERRED FEE AGREEMENT

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

                                  INTRODUCTION

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

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

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

                                    AGREEMENT

The Director and the Provider agree as follows:

1.   Deferral Election.

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

     1.2 Election Changes.

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


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

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

2.   Deferral Account.

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

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

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

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

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

3.   Lifetime Benefits.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4.   Death Benefits

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


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

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

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

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

5.   Beneficiaries.

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

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

6.   General Limitations.

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

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

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

          6.2.1 Gross negligence or gross neglect of duties;

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


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

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

7.   Claims and Review Procedures.

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

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

8.   Amendments and Termination.

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


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<PAGE>
9.   Miscellaneous.

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

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

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

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

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

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

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

DIRECTOR:

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


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

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



                                       6
<PAGE>


                                    Exhibit 1
                                    ---------

                             DEFERRED FEE AGREEMENT
                          Deferral and Benefit Election

I elect to defer Fees under my Deferral Fee Agreement, as follows:

<TABLE>
<CAPTION>
======================================== ===================================== =====================================

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

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

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

___ I elect to defer $ _____              ___  Each pay period                  ___  For ___ Years
of Fees
                                          ___  Monthly                          ___     Until the Normal
___ I elect not to defer Fees                                                           Termination Date
                                          ___  Quarterly

                                          ___  Semi-Annually

                                          ___  End of Year

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


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

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

                                 Form of Benefit

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

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

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

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

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


<PAGE>


                                    Exhibit 2
                                    ---------

                             DEFERRED FEE AGREEMENT
                             Beneficiary Designation
                             -----------------------


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

BENEFICIARY:

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

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

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

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

IN WITNESS WHEREOF:

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

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


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

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