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, 2003

                                       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.)

              1190 Airport Road, Suite 101, Napa, California 94558
                (Address of principal office including Zip Code)

Issuer's telephone number, including area code: (707) 252-5026

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

                         Preferred Share Purchase Rights

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 ___

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).

                 Yes ___                        No _X_

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-K is 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 June 30, 2003: $50,376,975.

State the number of shares of the North Bay Bancorp's  Common Stock  outstanding
as of March 12, 2003: 2,290,174

<TABLE>
<CAPTION>
Documents Incorporated by Reference:
------------------------------------
<S>                                                  <C>
2003 Annual Report to Stockholders.                  Part II, Items 6 and 7 and Part III, Item 13

Proxy Statement for 2004 Annual Meeting              Part III, Items 9, 10, 11 and 12
of Shareholders to be filed pursuant to
Regulation 14A.
</TABLE>


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
PART I
<S>      <C>                                                                                              <C>
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 - Selected Financial Data                                                                          28
Item 7 - 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 - Financial Statements and Supplementary Data                                                      29
Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure             29
Item 9A - Controls and Procedures                                                                         32

PART III
Item 10 - Directors, Executive Officers, Promoters and Control Persons Compliance
with Section 16(a) of the Exchange Act                                                                    31
Item 11 - Executive Compensation                                                                          31
Item 12 - Security Ownership of Certain Beneficial Owners and Management                                  32
Item 13 - Certain Relationships and Related Transactions                                                  32
Item 14 - Principal Accountant Fees and Services                                                          32

PART IV
Item 16 - Exhibits and Reports on Form 8-K                                                                32
</TABLE>

                                      -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) 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,  the war in Iraq, in the
stock market, the public debt market and other capital markets and the impact of
such  conditions  on the Company;  (v)  continued  changes in the interest  rate
environment  may reduce  interest  margins  and  adversely  impact net  interest
income; (vi) 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) and North Bay  Statutory  Trust I, which are wholly
owned subsidiaries,  collectively (the Company). North Bay Statutory Trust I was
formed in June 2002 for the  purpose  of  issuing  trust  preferred  securities.
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.  North  Bay has  announced  its  intention,  subject  to  regulatory
approval,  to  consolidate  its  subsidiary  banks  to  simplify  the  company's
corporate structure.

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 established a Real Estate Investment Trust (REIT) subsidiary in
February 2003. The Vintage Bank has four other banking  offices;  one located at
3271 Browns Valley Road,  Napa,  California,  one at 3626 Bel Aire Plaza,  Napa,
California,  one located at 1065 Main Street, St. Helena,  California and one at
1190 Airport Road,  Napa,  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

                                      -3-
<PAGE>

payment  services.  The Vintage 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 Linsco Private Ledger.

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 other  banking  offices;  one located at 1411 Oliver Road,
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  and 1100 Texas  Street,  Fairfield
California, 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.

Website Access to Reports

The  Company   maintains   the  following   websites,   www.northbaybancorp.com,
www.vintagebank.com and www.solanobank.com. The Company makes available, free of
charge, on its  www.northbaybancorp.com  website the annual report on Form 10-K,
the  quarterly  reports on Form 10-Q and current  reports on Form 8-K as soon as
reasonably  practical  after we file such reports with the Securities & Exchange
Commission.  Each of the Banks'  websites have an investor  relations  page that
hyperlinks to the Bancorp website.

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,  2003,  total  loans
outstanding were $306,663,000  resulting in a loan-to-deposit ratio of 75.5%. At
December 31, 2002,  total loans  outstanding  were  $237,627,000  resulting in a
loan-to-deposit ratio of 64.6%.

As of December 31, 2003, The Vintage Bank's loan limits to individual  customers
were  $4,716,000 for unsecured  loans and  $12,577,000 for unsecured and secured
loans combined.  Solano Bank loan limits to individual customers were $1,108,000
for unsecured loans and $2,954,000 for unsecured and secured loans combined.  As
of December 31, 2002,  The Vintage  Bank's  lending  limits were  $3,892,000 for
unsecured loans and $10,380,000 for unsecured and secured loans combined. Solano
Bank lending  limits were  $1,120,000  for unsecured  loans and  $2,987,000  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,  2003,  the  Banks'  commercial  loans   outstanding   totaled
$45,991,000  (15.0% of total  loans),  commercial  loans  secured by real estate
totaled   $33,519,000  (10.9%  of  total  loans),   construction  loans  totaled
$35,205,000  (11.5% of total  loans),  real estate  loans  totaled  $163,088,000
(53.2% of total loans), and installment loans totaled $28,860,000 (9.4% of total
loans). At December 31, 2002,  commercial loans outstanding  totaled $46,061,000
(19.4%  of  total  loans),  commercial  loans  secured  by real  estate  totaled
$16,991,000 (7.2% of total loans),  construction loans totaled $19,306,000 (8.1%
of total loans),  real estate loans totaled

                                      -4-
<PAGE>

$131,167,000  (55.2% of total loans) and installment  loans totaled  $24,102,000
(10.1% of total  loans).  At December 31,  2001,  commercial  loans  outstanding
totaled  $29,730,000  (16.0% of total loans),  commercial  loans secured by real
estate  totaled  $7,930,000  (4.3% of total loans),  construction  loans totaled
$21,453,000 (11.5% of the total loans),  real estate loans totaled  $106,851,000
(57.4% of total loans),  and  installment  loans totaled  $20,301,000  (10.9% of
total loans).

As of December 31, 2003, the total of undisbursed loans and similar  commitments
was  $88,092,000  as  contrasted  with  $84,564,000  as of December 31, 2002 and
$59,692,000  as of December  31, 2001.  The Banks  expect all but  approximately
$1,108,000 of their  undisbursed  loans and similar  commitments to be exercised
during 2004.  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  58% 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 42% 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 3% to 13% 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 the Banks do receive a loan fee.

Real Estate Construction Loans

The Banks make loans to finance the  construction of commercial,  industrial and
residential  projects and to finance land  development.  The Banks  portfolio is
diversified  between  the  categories  of  residential,   spec,  and  commercial
construction.  This  segment  of the  portfolio  represents  less  than  100% of
combined capital and does not require additional monitoring.  Construction loans
typically  have  maturities  of less  than one  year,  have a  floating  rate of
interest  based on Bank's  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 commercial  constructions,
or 80%  of the  appraised  value  in the  case  of  owner  occupied  residential
construction  loans.  Commercial  loans  secured by real  estate  are  generally
granted in an amount no greater than 75% of the appraised value.

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 the Company and are approved by the Boards of  Directors of the Bancorp,  The
Vintage Bank and Solano Bank. The Boards of Directors have established  internal
procedures, which limit loan approval authority of the Banks' loan officers. The
Board of Directors  of each bank has  delegated  lending  authority to executive
officers who in turn have delegated lending authority to selected loan officers.

                                      -5-
<PAGE>

The  Directors'  Loan Committee of each Bank must approve all new loans and loan
renewals in excess of specified  amounts  (excluding  savings secured,  which is
unlimited in amount).  For The Vintage Bank this  includes any loan in excess of
$1,500,000 if secured and $1,000,000 if unsecured.

For Solano  Bank this  includes  any loan in excess of  $500,000  if secured and
$250,000 if  unsecured.  Solano Bank has also  established  individual  approval
limits of up to $400,000 for equipment leases.

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 terms.

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,  2003 were  $406,445,000.  Total  deposits  as of
December 31, 2002 were  $367,803,000.  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,  Gateway and
Fairfield, are open between 9:00 a.m. and 1:00 p.m. on Saturday.

Employees

At December  31,  2003,  the Company  employed  one  hundred  seventy-two  (172)
persons,  forty-six  (46) of whom are  part-time  employees,  including  six (6)
executive  officers and forty-two (42) other officers.  At December 31, 2002 the
Company employed one hundred fifty-eight (158) persons,  twenty-one (21) of whom
were  part-time   employees,   including   seven  (7)  executive   officers  and
thirty-eight (38) other officers. At December 31, 2001, the Company employed one
hundred  fifty-two  (152)  persons,  twenty-six  (26)  of  whom  were  part-time
employees,  including  seven  (7)  executive  officers  and  thirty  (30)  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.

                                      -6-
<PAGE>

Composition of Loans

                                 LOAN PORTFOLIO

The  following  table shows the  composition  of loans as of December  31, 2003,
2002, 2001, 2000 and 1999.

<TABLE>
<CAPTION>
                                                                                        (In 000's)
                                                            2003             2002             2001             2000             1999
                                                        --------         --------         --------         --------         --------
<S>                                                     <C>              <C>              <C>              <C>              <C>
Commercial Loans                                        $ 45,991         $ 46,061         $ 29,730         $ 28,600         $ 21,463
Commercial Loans Secured by
    Real Estate                                           33,519           16,991            7,930            5,115           13,011
Installment Loans                                         28,860           24,102           20,301           23,432           20,869
Real Estate Loans                                        163,088          131,167          106,851           86,886           58,368
Construction Loans                                        35,205           19,306           21,453            8,243            8,441
                                                        --------         --------         --------         --------         --------
                                                         306,663          237,627          186,265          152,276          122,152
Less - Allowance  for
 Loan Losses                                               3,524            3,290            2,717            2,268            1,987
                                                        --------         --------         --------         --------         --------
                                                        $303,139         $234,337         $183,548         $150,008         $120,165
                                                        ========         ========         ========         ========         ========
</TABLE>


The following  table shows  maturity  distribution  of loans and  sensitivity in
interest rates as of December 31, 2003.

                                                (In 000's)
                                           AFTER ONE
                           IN ONE YEAR       THROUGH         AFTER
                               OR LESS    FIVE YEARS    FIVE YEARS         TOTAL
                              --------      --------      --------      --------
Commercial (Including
   Real Estate Secured)       $ 31,387      $ 34,142      $ 13,981      $ 79,510
Installment                     26,460         2,039           361        28,860
Real Estate                     24,251        95,942        42,895       163,088
Construction                    19,270        14,128         1,807        35,205
                              --------      --------      --------      --------
                              $101,368      $146,251      $ 59,044      $306,663
                              ========      ========      ========      ========

The following  table shows maturity  sensitivity to changes in interest rates as
of December 31, 2002.

<TABLE>
                                                            (In 000's)
<S>                                     <C>           <C>           <C>           <C>
Loans With Fixed Interest Rates         $ 12,306      $ 21,692      $ 42,998      $ 76,996
Loans With Floating Interest Rates        89,062       124,559        16,046       229,667
                                        --------      --------      --------      --------
                                        $101,368      $146,251      $ 59,044      $306,663
                                        ========      ========      ========      ========
</TABLE>

Nonaccrual Past Due and Restructured Loans

There were no  nonaccrual  loans as of December 31, 2003,  2002,  2001,  2000 or
1999. The Company held no OREO as December 31, 2003,  2002,  2001, 2000 or 1999.
There were no loans accruing  interest 90 days past due as of December 31, 2003,
2002,  2001, 2000, or 1999. There are no loans upon which principal and interest
payments  were 90 days past due at December  31, 2003 and with  respect to which
serious  doubt  existed as to the  ability of the  borrower  to comply  with the
present loan payment  terms.  There were no  restructured  loans at December 31,
2003. See the Company's "Management  Discussion and Analysis" for policies as it
relates to nonaccrual loans.

                                      -7-
<PAGE>

The table  summarizing  the  allocation of the allowance for loan losses between
loan types at December 31, 2003,  2002,  2001,  2000 and 1999 is included in the
Management and Discussion and Analysis of the 2003 Annual Report.

Summary of Loan Loss Experience

A table  providing a summary of the Banks' loan loss  experience  as of December
31, 2003, 2002, 2001, 2000 and 1999 is included in the Management and Discussion
and Analysis of the 2003 Annual Report.

Time Deposits

The following  table sets forth the maturity of time  certificates of deposit of
$100,000 or more at December 31, 2003, 2002 and 2001.

<TABLE>
<CAPTION>
                                    2003                       2002                       2001
                           --------------------       -------------------       -------------------
<S>                        <C>             <C>        <C>            <C>        <C>            <C>
3 months or less           $17,584         49.8%      $24,661        62.5%      $19,260        50.4%
Over 3 months through
6 months                     6,122         17.4%        6,182        15.7%        8,243        21.6%
Over 6 months through
12 months                    3,822         10.8%        3,887         9.9%        6,302        16.5%
Over 12 months               7,762         22.00%       4,695        11.9%        4,419        11.5%
                           -------       ------       -------       -----       -------       -----
                           $35,290          100%      $39,425         100%      $38,224         100%
                           =======       ======       =======       =====       =======       =====
</TABLE>

Trust Preferred Securities

On June 26, 2002, North Bay Statutory Trust I (Trust),  a Connecticut  statutory
business  trust and  wholly-owned  subsidiary  of North Bay Bancorp,  issued $10
million in floating rate Cumulative Trust Preferred Securities (Securities). The
Securities  bear a rate of 90 day Libor plus  3.45% and had an initial  interest
rate of 5.34% and the rate as of  December  31, 2003 was 4.62%;  the  Securities
will mature on June 26, 2032, but earlier  redemption is permitted under certain
circumstances, such as changes in tax or regulatory capital rules. The principal
asset of the trust is a $10,310,000 floating rate subordinated  debenture of the
Company.

The Securities, the subordinated debentures, and the common securities issued by
the Trust are  redeemable  in whole or in part on or after June 26, 2007,  or at
any time in whole,  but not in part, upon the occurrence of certain events.  The
Securities  are  included  in Tier 1 capital  for  regulatory  capital  adequacy
determination  purposes,  subject to certain limitations.  The Company fully and
unconditionally  guarantees  the  obligations  of the Trust with  respect to the
issuance of the Securities.

Subject to certain  exceptions  and  limitations,  the Company may, from time to
time, defer subordinated  debenture  interest payments,  which would result in a
deferral  of   distribution   payments  on  the  Securities  and,  with  certain
exceptions,  prevent the Company from declaring or paying cash  distributions on
the  Company's  common  stock  or  debt  securities  that  rank  junior  to  the
subordinated debentures.

Borrowings

There were no  short-term  borrowings at December 31, 2003 or December 31, 2002.
Short-term   borrowings   consist  primarily  of  federal  funds  purchased  and
borrowings from the Federal Home Loan Bank of San Francisco  (FHLB).  The Banks'
maintain a collateralized  line of credit with the FHLB. Based on the FHLB stock
requirements at December 31, 2003, the lines provided for maximum  borrowings of
approximately  $116  million;  the Company  also has  available  unused lines of
credit  totaling  $17.5 million for Federal funds  transactions  at December 31,
2003.

                                      -8-
<PAGE>

Return on Equity and Assets

The following  sets forth key ratios for the periods  ending  December 31, 2003,
2002 and 2001.

                                               2003          2002          2001
                                              -----         -----         -----
Net Income as a Percentage of
    Average Assets                             1.00%          .99%         1.00%
Net Income as a Percentage of
    Average Equity                            11.70%        11.36%        10.61%
Average Equity as a Percentage
    of Average Assets                          8.50%        10.09%         9.45%
Dividends Declared Per Share
    as a Percentage of Net
    Income Per share                          11.17%        11.49%        13.70%

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.

                                      -9-
<PAGE>

Supervision And Regulation

A. General

North Bay Bancorp

North Bay Bancorp,  as a financial  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
serve as a source of financial and managerial  strength to its subsidiary banks.
The Federal Reserve has the authority to examine Bancorp.

The Bank Holding  Company Act requires  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,  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.

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. Bancorp became a financial Holding Company on August 23,
2000.  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.

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, 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
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.


B. Payment of Dividends

North Bay Bancorp

The  shareholders  of 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, 2003, Bancorp had no outstanding shares of preferred stock.

                                      -10-
<PAGE>

Subject to certain  exceptions  and  limitations,  the Company may, from time to
time, defer subordinated  debenture  interest payments,  which would result in a
deferral of distribution  payments on the Trust  Preferred  Securities and, with
certain   exceptions,   prevent  the  Company  from  declaring  or  paying  cash
distributions  on the Company's common stock or debt securities that rank junior
to the subordinated debentures.

The  principal  sources  of  cash  revenue  to  Bancorp  will be  dividends  and
management  fees  received  from The Vintage  Bank and Solano  Bank.  The Banks'
ability to make  dividend  payments  to 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 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.


C. Change in Control

The Bank Holding  Company Act of 1956, as amended and the Change in Bank Control
Act of  1978,  as  amended,  together  with  regulations  of  the  FRB  and  the
Comptroller, require that, depending on the particular circumstances, either FRB
approval must be obtained or notice must be furnished to the Comptroller and not
disapproved  prior to any person or company  acquiring  "control"  of a national
bank, such as the Bank, subject to exemptions for some transactions.  Control is
conclusively  presumed to exist if an individual or company acquires 25% or more
of any class of voting securities of the bank. Control is rebuttably presumed to
exist if a person  acquires 10% or more but less than 25% of any class of voting
securities and either the company has registered  securities under Section 12 of
the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),  or no
other person will own a greater  percentage  of that class of voting  securities
immediately after the transaction.


D. 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

                                      -11-
<PAGE>

earnings,  noncumulative  perpetual  preferred  stock and minority  interests in
certain  subsidiaries,  less  most  other  intangible  assets.  Trust  preferred
securities,  limited to 25% of capital,  are also  considered Tier 1 capital for
regulatory  purposes  up to 25% of  capital.  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 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, 2003 follow:

<TABLE>
<CAPTION>
                                       REQUIREMENT
                               --------------------------
                                ADEQUATELY       WELL        The Vintage         Solano
                               CAPITALIZED    CAPITALIZED        Bank             Bank          Company
                               --------------------------    ------------------------------------------
<S>                                <C>           <C>             <C>             <C>             <C>
Total risk-based
  capital ratio                    8.0%          10.0%           11.07%          10.70%          13.47%
Tier 1 risk-based
  capital ratio                    4.0%           6.0%           10.14%           9.84%          12.57%
Tier 1 leverage capital
  ratio                            4.0%           5.0%            8.66%           8.82%          10.61%
</TABLE>


E. 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.

                                      -12-
<PAGE>

F. Extensions of Credit to Insiders and Transactions with Affiliates

The Federal  Reserve Act and FRB  Regulation O, which are applicable to national
banks,  place  limitations and conditions on loans or extensions of credit to: a
bank's or bank holding  company's  executive  officers,  directors and principal
shareholders  (i.e., in most cases, those persons who own, control or have power
to vote more than 10% of any class of voting securities); any company controlled
by any such  executive  officer,  director or  shareholder;  or any political or
campaign committee  controlled by such executive officer,  director or principal
shareholder.

Loans extended to any of the above persons must comply with loan-to-one-borrower
limits, require prior full board approval when aggregate extensions of credit to
such person exceed specified  amounts,  must be made on  substantially  the same
terms    (including    interest   rates   and   collateral)   as,   and   follow
credit-underwriting   procedures  that  are  not  less  stringent  than,   those
prevailing at the time for comparable  transactions with non-insiders,  and must
not involve more than the normal risk of repayment or present other  unfavorable
features.  Regulation  O also  prohibits a bank from paying an  overdraft  on an
account  of an  executive  officer or  director,  except  pursuant  to a written
pre-authorized interest-bearing extension of credit plan that specifies a method
of repayment or a written pre-authorized  transfer of funds from another account
of the officer or director at the bank.

The   provisions   of  Regulation  O  summarized   above   reflect   substantial
strengthening as a result of the adoption of FDICIA.  FDICIA also resulted in an
amendment to Regulation O which provides that the aggregate  limit on extensions
of  credit  to all  insiders  of a bank  as a group  cannot  exceed  the  bank's
unimpaired  capital and unimpaired  surplus.  An exception to this limitation is
provided for banks with less than $100,000,000 in deposits.  The aggregate limit
applicable  to such  banks  is two  times  the  bank's  unimpaired  capital  and
unimpaired  surplus,  provided the bank meets or exceeds all applicable  capital
requirements. The Sarbanes-Oxley Act of 2002, generally prohibits North Bay from
making  loans  to its  directors  and  officers.  Loans  made  by the  Banks  in
accordance with Regulation 0 exempt for this prohibition.

G. 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 their primary regulator
in the last 12 months.  Solano  Bank was  examined  June 11,  2002 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.

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

                                      -13-
<PAGE>

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.


H. Recent and Proposed Legislation

The  operations of 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.  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
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.

Sarbanes-Oxley Act

On July 30, 2002, the President signed into law the  Sarbanes-Oxley  Act of 2002
implementing  legislative  reforms intended to address  corporate and accounting
fraud.  In addition to the  establishment  of a new accounting  oversight  board
which will enforce auditing, quality control and independence standards and will
be  funded  by fees  from all  publicly  traded  companies,  the bill  restricts
provision of both  auditing and  consulting  services by  accounting  firms.  To
ensure auditor  independence,  any non-audit services being provided to an audit
client will require  pre-approval by the company's audit committee  members.  In
addition,  the audit partners must be rotated.  The Act requires chief executive
officers and chief financial  officers,  or their equivalent,  to certify to the
accuracy of periodic  reports filed with the SEC,  subject to civil and criminal
penalties if they knowingly or willfully violate this certification requirement.
In addition, under the Act, legal counsel will be required to report evidence of
a material  violation of the securities  laws or a breach of fiduciary duty by a
company to its chief executive officer or its chief legal officer,  and, if such
officer does not  appropriately  respond,  to report such  evidence to the audit
committee  or other  similar  committee  of the board of  directors or the board
itself.

Longer  prison terms and increased  penalties  will also be applied to corporate
executives who violate federal  securities laws, the period during which certain
types of suits  can be  brought  against  a  company  or its  officers  has been
extended,  and  bonuses  issued  to top  executives  prior to  restatement  of a
company's  financial   statements  are  now  subject  to  disgorgement  if  such
restatement was due to corporate misconduct. Executives are also prohibited from
insider trading during retirement plan "blackout" periods,  and loans to company
executives are restricted. The Act accelerates the time frame for disclosures by
public  companies,  as they must  immediately  disclose any material  changes in
their financial  condition or operations.  Directors and executive officers must
also provide information for most changes in ownership in a company's securities
within two business days of the change.

The Act also  prohibits any officer or director of a company or any other person
acting under their direction from taking any action to  fraudulently  influence,
coerce,  manipulate or mislead any  independent  public or certified  accountant
engaged in the audit of the company's  financial  statements  for the purpose of
rendering the financial statement's materially misleading. The Act also requires
the SEC to prescribe rules requiring inclusion of an internal control report and
assessment by management in the annual report to stockholders.  In addition, the
Act requires that each  financial  report  required to be prepared in accordance
with (or reconciled to) accounting  principles  generally accepted in the United
States of  America  and  filed  with the SEC  reflect  all  material  correcting
adjustments  that are  identified by a "registered  public  accounting  firm" in
accordance with accounting principles generally accepted in the United States of
America and the rules and regulations of the SEC.

Effective for filings due after August 29, 2002,  as directed by Section  302(a)
of  Sarbanes-Oxley,  the Company's chief  executive  officer and chief financial
officer were each  required to certify that the  Company's  Quarterly and Annual
Reports do not contain any untrue  statement of a material  fact. The rules have
several  requirements,  including  having these officers  certify that: they are

                                      -14-
<PAGE>

responsible  for   establishing,   maintaining  and  regularly   evaluating  the
effectiveness of Company's internal controls; they have made certain disclosures
to Bancorp's  auditors and the audit  committee of the Board of Directors  about
the  Company's  internal  controls;  and they have included  information  in the
Company's  Quarterly and Annual Reports about their evaluation and whether there
have been  significant  changes in the Company's  internal  controls or in other
factors that could  significantly  affect  internal  controls  subsequent to the
evaluation.

USA PATRIOT Act

In the wake of the tragic  events of September  11th,  on October 26, 2001,  the
President signed the Uniting and Strengthening  America by Providing Appropriate
Tools  Required to Intercept and Obstruct  Terrorism  (USA PATRIOT) Act of 2001.
Under the USA PATRIOT Act,  financial  institutions  are subject to prohibitions
against specified  financial  transactions and account  relationships as well as
enhanced due diligence and "know your customer" standards in their dealings with
foreign financial institutions and foreign customers.  For example, the enhanced
due diligence  policies,  procedures,  and controls  generally require financial
institutions to take reasonable steps:

* To conduct enhanced  scrutiny of account  relationships to guard against money
laundering and report any suspicious transaction;

* To  ascertain  the identity of the nominal and  beneficial  owners of, and the
source of funds  deposited  into,  each account as needed to guard against money
laundering and report any suspicious transactions;

* To  ascertain  for any  foreign  bank,  the  shares of which are not  publicly
traded,  the  identity  of the owners of the  foreign  bank,  and the nature and
extent of the ownership interest of each such owner; and

* To ascertain whether any foreign bank provides correspondent accounts to other
foreign  banks and, if so, the identity of those  foreign  banks and related due
diligence information.

Under the USA  PATRIOT  Act,  financial  institutions  were  given 180 days from
enactment to establish anti-money laundering programs.  The USA PATRIOT Act sets
forth minimum standards for these programs, including:

      * The development of internal policies, procedures, and controls;

      * The designation of a compliance officer;

      * An ongoing employee training program; and

      * An independent audit function to test the programs.

On  June  20,  2002,  the  Board  of  Directors  of each  of the  Banks  adopted
comprehensive  policies and  procedures to address the  requirements  of the USA
PATRIOT Act, and  management  believes  that both of the Banks are  currently in
full compliance with the Act.

Financial Services Modernization Legislation

On November 12, 1999,  President Clinton signed into law the  Gramm-Leach-Bliley
Act. 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 Board of  Governors,  FDIC and the Office of the
Comptroller  of the Currency)  among others,  continue to draft  regulations  to
implement the  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.

                                      -15-
<PAGE>

The major provisions of the Gramm-Leach-Bliley Act are:

Financial Holding Companies and Financial Activities

Title I  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.  North Bay
has qualified as a financial holding company.

Activities  permissible for financial  subsidiaries of national banks, and, also
permissible for financial  subsidiaries of state member banks,  include, but are
not limited to, the following: (a) Lending, exchanging,  transferring, investing
for others, or safeguarding money or securities; (b) Insuring,  guaranteeing, or
indemnifying  against loss,  harm,  damage,  illness,  disability,  or death, or
providing and issuing annuities,  and acting as principal,  agent, or broker for
purposes of the foregoing, in any State; (c) Providing financial, investment, or
economic  advisory  services,  including  advising an  investment  company;  (d)
Issuing  or  selling  instruments  representing  interests  in pools  of  assets
permissible for a bank to hold directly;  and (e)  Underwriting,  dealing in, or
making a market in securities.

Securities Activities

Title II narrows the exemptions from the securities  laws previously  enjoyed by
banks.  The Board of Governors  and the SEC  continue to work  together to draft
rules  governing  certain  securities  activities  of banks  and  creates a new,
voluntary investment bank holding company.

Insurance Activities

Title III restates the proposition that the states are the functional regulators
for  all  insurance   activities,   including   the   insurance   activities  of
federally-chartered  banks,  and  bars the  states  from  prohibiting  insurance
activities by depository institutions.

Privacy.

As  required  under  Title  V of the  Gramm-Leach-Bliley  Act,  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 was optional  until July 1, 2001.  As of July 1, 2001
the   Banks   were  in   compliance   with  the   privacy   provisions   of  the
Gramm-Leach-Bliley Act and the implementing regulations promulgated by the FDIC,
and  subsequently,  as  necessary,  has updated and enhanced its  procedure  and
practice in this critical area.

Safeguarding Confidential Customer Information.

Under Title V of the  Gramm-Leach-Bliley  Act,  federal banking  regulators were
required to adopt rules requiring 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:

     o    identify and assess the risks that may threaten customer information;

     o    develop a written plan  containing  policies and  procedures to manage
          and control these risks;

     o    implement and test the plan; and

     o    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.

The  guidelines  were  effective  July 1,  2001.  The Banks each  implemented  a
security program appropriate to its size and complexity and the nature and scope
of  its  operations  in  advance  of  the  July  1,  2001  effective  date,  and
subsequently, as necessary, has refined and improved its security program.

                                      -16-
<PAGE>

Community Reinvestment Act Sunshine Requirements.

In February  2001,  the  federal  banking  agencies  adopted  final  regulations
implementing  Section  711 of Title  VII,  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.

The Banks are not a party to any  agreement  that would be subject of  reporting
pursuant to the CRA Sunshine Requirements.

The Banks intend to comply with all provisions of the Gramm-Leach-Bliley Act and
all implementing regulations.

California Financial Information Privacy Act/Fair Credit Reporting Act

In 1970,  the federal  Fair  Credit  Reporting  Act (the  "FCRA") was enacted to
insure  the  confidentiality,  accuracy,  relevancy  and proper  utilization  of
consumer credit report information.  Under the framework of the FCRA, the United
States has developed a highly advanced and efficient  credit  reporting  system.
The   information   contained   in  that  broad  system  is  used  by  financial
institutions,  retailers  and  other  creditors  of every  size in making a wide
variety  of  decisions  regarding  financial  transactions.  Employers  and  law
enforcement  agencies have also made wide use of the  information  collected and
maintained  in  databases  made  possible  by the FCRA.  The FCRA  affirmatively
preempts  state law in a number of areas,  including  the  ability  of  entities
affiliated by common ownership to share and exchange information freely, and the
requirements  on credit  bureaus to  reinvestigate  the  contents  of reports in
response to consumer complaints, among others.

The  California  Financial  Information  Privacy Act, which was enacted in 2003,
requires a financial  institution to provide specific  information to a consumer
related to the sharing of that consumer's  nonpublic personal  information.  The
Act would allow a consumer to direct the financial  institution not to share his
or her nonpublic personal information with affiliated or nonaffiliated companies
with which a financial  institution has contracted to provide financial products
and  services,  and would  require that  permission  from each such  consumer be
acquired by a financial  institution  prior to sharing such  information.  These
provisions  are  much  more  restrictive  than  the  privacy  provisions  of the
Financial  Services  Modernization Act, and would require the Banks to adopt new
policies, procedures and disclosure documentation if implemented as enacted. The
cost of complying with this legislation is not predictable at this time.

Congress enacted the FACT Act, ("Fair and Accurate Credit  Transaction  Act") of
2003, which will have the effect of avoiding the sunset preemption  provision of
the Fair Credit  Reporting  Act (FCRA)  that were due to expire on December  31,
2003.  The  President  signed  the FACT Act into law on  December  4,  2003.  In
general, the FACT Act amends the FCRA and, in addition,  provides that, when the
implementing  regulations  have been issued and become  effective,  the FACT Act
will preempt elements of the California  Financial  Information Privacy Act. The
FACT Act requires the Board of Governors  and the Federal  Trade  Commission  to
issue final regulations within nine months of the effectiveness of the FACT Act,
and that those  regulations must become effective within six months of issuance.
The  provisions  of the  regulations  that will  implement the FACT Act, and the
timing of their effect on the Banks, cannot be determined at this time.

Check 21 Act

On December 22, 2003,  the Board of Governors  approved a proposed rule to amend
Regulation CC and its  commentary  to implement the Check  Clearing for the 21st
Century Act  ("Check 21 Act").  The Check 21 Act was enacted on October 28, 2003
and becomes effective on October 28, 2004.

To facilitate check  truncation and electronic check exchange,  the Check 21 Act
authorizes a new negotiable  instrument called a "substitute check" and provides
that a  properly  prepared  substitute  check  is the  legal  equivalent  of the
original check for all purposes.  A substitute check is a paper  reproduction of
the original check that can be processed just like the original check. The Check
21 Act does not require any bank to create substitute checks or to accept checks
electronically.  The Board's proposed amendments:  1) set forth the requirements
of the Check 21 Act that apply to banks; 2) provide a model disclosure and model
notices  relating to substitute

                                      -17-
<PAGE>

checks;  and 3) set forth bank endorsement and  identification  requirements for
substitute checks. The proposed amendments also clarify some existing provisions
of the rule and commentary.


I. Other

Various other legislation,  including  proposals to overhaul the bank regulatory
system and to limit the investments that a depository  institution may make with
insured funds,  is introduced into Congress or the California  Legislature  from
time to time.  The Bancorp and the Banks cannot  determine  the ultimate  effect
that  any  potential  legislation,   if  enacted,  or  regulations   promulgated
thereunder, would have upon the financial condition or operations of the Bancorp
or the Banks.


Item 2 - PROPERTIES

North Bay Bancorp

222 Gateway Rd. West  Napa, Ca.

Effective  March 1,  2003  North Bay  Bancorp,  centralized  its  administrative
offices at the new  location  - 222  Gateway  Rd.  West,  Napa.  This new office
eliminated  the need for usage of space at the Bel Aire  branch and the Soscol -
main branch.  Managers and staff were relocated to this office which consists of
8,523 square feet. The lease  commenced on March 1, 2003, for an initial term of
five years with one option to renew for an  additional  five-year  term provided
notice is given not less than 3 months  but not more than 6 months  prior to the
expiration of the initial term.  Base rent is $9,805 per month subject to annual
adjustments not greater than 3% based upon increases in the Consumer Price Index
and Fair Market Value.  Common Area Maintenance  charges are being estimated and
paid monthly of $2,301 and will be adjusted at the end of the first year. By the
terms of the lease Bancorp is required to:

     o    Maintain and repair the leased premises.

     o    Maintain comprehensive general liability insurance.

     o    Pay its share of real property  taxes  assessed  against the premises,
          and

     o    Pay for all utilities used.

1100 Texas St.  Fairfield, Ca.

Bancorp leases a building located at 1100 Texas St.  Fairfield,  Ca. for the use
of the  Information  Services and Technology  Division.  This building  contains
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 an  annual  adjustment  on  September  l of each  year  based on the
consumer price index. January 1, 2003 - August 31, 2003 the base rent was $4,582
per month and on September 1, 2003 it was adjusted to $4,650 per month.

Bancorp subleased to Solano Bank, a portion of the building, approximately 2,254
square feet,  until August 15, 2003 at which time Solano Bank moved into its new
facility at 1411 Oliver Road, Fairfield, Ca. An ATM Machine remains at the Texas
St.  location  for which Solano Bank pays $100 rent per month.  The  Information
Services and Technology  Division,  has expanded to utilize the entire  building
for its staff and management. By the terms of the lease Bancorp is required to :

     o    Keep the premises in good order, condition and repair.

     o    Maintain comprehensive general liability insurance.

     o    Pay all real property taxes assessed against the premises and,

     o    Pay all utilities used.

1190 Airport Blvd. Napa, Ca.

Bancorp utilizes  approximately  1,918 square feet in The Vintage Bank's Gateway
Branch located at 1190 Airport Boulevard,  Suite 101. Pursuant to the terms of a
sublease  between Bancorp and The Vintage Bank,  Bancorp will pay to The Vintage
Bank 38.31% of the rent that The  Vintage  Bank pays on its lease of the Gateway
facility,  making the initial  base rent $4,525  plus  estimated  CAM charges of
$1,237  for a total of  $5,762  per  month as the  Bancorp  share.  Rent is then
subject to annual  adjustments  in accordance  with  adjustments  to The Vintage
Bank's  rent,  based on  increases  in the  Consumer  Price Index with a minimum
annual increase of 2.5% and a maximum annual increase of 5%.

                                      -18-
<PAGE>

499 Edison Court, Cordelia, Ca.  (Central Warehouse)

Bancorp has entered into a 3-year  lease for the benefit of central  warehousing
of all retention files,  idle furniture,  fixtures & equipment and all operating
supplies for all business  entities.  The lease commencement date is January 19,
2004 with a termination date of 2/18/2007.  This is an Industrial Gross lease at
the rate of $1,900 per month with a fixed  annual  increase of 3%.  Bancorp will
pay all utilities.

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

The Vintage Bank

1500 Soscol Avenue Napa, Ca. (Main Office)

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 on 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.

3271 Browns Valley Rd. Napa, California

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  adjustments  in accordance  with increases in the Consumer
Price Index.  Effective January 1, 2003, monthly rental was $3,207 per month. By
the terms of the lease The Vintage Bank is required to:

     o    Maintain and repair the leased premises.

     o    Maintain  combined  single limit,  bodily  injury and property  damage
          insurance, and

     o    Pay its pro  rata  share  of  real  property  taxes  and  common  area
          maintenance expenses.

3626 Bel Aire Plaza,  Napa, California

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 l, 2003,  monthly  rental was $8,39.  per
month. Rent is subject to annual  adjustments as set forth in the lease schedule
and thereafter in accordance  with increases in the Consumer Price Index. By the
terms of the lease The Vintage Bank is required to:

     o    Maintain and repair the leased premises.

     o    Pay for all utilities used.

     o    Maintain public liability insurance.

     o    Pay its pro rata share of common area maintenance, and

     o    Pay its pro rata share of all real property taxes assessed against the
          shopping center.

1065 Main St.  St. Helena, California

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 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 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.  The subject  property became part of the bank's
St. Helena branch property.  The purchase of the property was not financed.  The
property is currently  improved with a parking lot,  which is used to supplement
existing branch parking. It is not anticipated that any additional  improvements
will be made to the property.

                                      -19-
<PAGE>

1190 Airport Blvd.  Napa, California

In December  2001 The Vintage Bank  entered into a lease for its Gateway  branch
located at 1190 Airport  Boulevard,  suite 100. The lease  commenced on February
2003, after the majority of construction  was completed,  for an initial term of
ten years with two successive  options to renew for ten years each upon at least
120 days' notice. The premises is located in a multi-tenant  professional office
building  consisting  of 16,000  square feet, of which The Vintage Bank occupies
approximately  5,100 square feet.  The branch opened for business March 6, 2003.
The  Vintage  Bank paid for the  leasehold  improvements  to the  premises at an
approximate  cost of $400,000.  Monthly rent for the initial year is $11,810 per
month plus $3,231  monthly for the estimated  common area charges.  As mentioned
above 38.31% of this  facility (and related rent expense) is Sub-Leased to North
Bay Bancorp for  Executive  Offices.  Rent is subject to annual  adjustments  in
accordance  with  increases  in the Consumer  Price Index with a minimum  annual
increase of 5%. By the terms of the lease The Vintage Bank is required to:

     o    Maintain and repair the leased premises.

     o    Pay for all utilities used.

     o    Maintain public liability insurance, and

     o    Pay its pro rata share of common area  operating  expenses,  including
          real property taxes.

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

403 Davis Street, Vacaville, California

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 of  $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.  Of the remaining
17,000 square feet, BC Stocking,  Inc.  occupies 10,300 square feet, Rob Wood, a
director of Solano Bank,  occupies 650 square feet and Chase Manhattan  Mortgage
Corp.,  occupies  1,956 square feet.  The  remaining  4,744 square feet has been
unoccupied,  however,  improvements have been made in February, 2004 and a lease
has been entered into with Pac Bell Yellow Pages. This is a short term lease but
has  provided the funds to convert our  unoccupied  space to a long term revenue
potential.

1395 E. 2nd Street, Benicia, California

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 an initial monthly rent of
$2,980. Effective January 1, 2003, monthly rental was $3,996 per month and as of
May 1, 2003 was  escalated to $4,144.  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:

o        Maintain and repair the leased premises.

o        Pay for all utilities used.

o        Maintain public liability insurance.

o        Pay its pro rata share of common area maintenance, and

o        Pay its pro rata share of all real property taxes assessed  against the
         shopping center of which the bank premises are a part of.

976-A Admiral Callaghan Lane, Vallejo, California

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 an initial monthly
rent of $4,332.  Effective January l, 2003,  monthly rental was $4,462 per month
and at May 1, 2003 was  increased  to $4,595  per month in  accordance  with the
lease agreement. 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:

o        Maintain and repair the leased premises.

o        Pay for all utilities used.

o        Maintain public liability insurance.

o        Pay its pro rata share of common area maintenance, and

                                      -20-
<PAGE>

o        Pay its prorate 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 bank branch at a cost of $119,019.

1411 Oliver Rd. Fairfield, California

The Solano Bank original location in Downtown Fairfield, was relocated on August
15, 2003. The new location is in a very desirable  business district on the west
side of the City. The new branch at 1411 Oliver Rd. Fairfield, California, is in
a new business building that contains a total of 38,606 square feet. Solano Bank
has  leased  3,078  square  feet.  The  lease is a Ten  year  lease  with  three
additional five year options.  Base rent will be adjusted on June 1 of each year
based on the consumer price index. The current base rent is $7,695 per month. In
addition  the  bank's  proportionate  share  (7.9%)  of  any  operating  expense
increases  over the base year,  will be due in the form of rent when  determined
after the first year.

Solano  Bank owns  certain  leasehold  improvements  and  furniture,  fixtures &
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.


Item 3 - LEGAL PROCEEDINGS

None


Item 4 - Submission of Matters to a Vote of Security Holders

None

                                      -21-
<PAGE>

                                     PART II

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

The stock is listed in the Nasdaq  National  Market System under the symbol NBAN
effective  September  3, 2002.  Prior to the Nasdaq  listing,  the stock  traded
over-the-counter and is quoted on the OTC "Bulletin Board".

The following  table  (adjusted for the 2002,  2003,  and 2004 stock  dividends)
summarizes the common stock high and low bid prices based upon  transactions  of
which Bancorp is aware:

Quarter ended                        High              Low
-------------                        ----              ---
March 31, 2002                     $24.94           $17.28
June 30, 2002                       24.94            21.54
September 30, 2002                  26.08            20.05
December 31, 2002                   24.04            21.54
March 31, 2003                      28.81            24.29
June 30, 2003                       27.62            24.19
September 30, 2003                  26.59            23.81
December 31, 2003                   29.40            24.38

There may be other  transactions of which 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 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.

On October 28,  2002,  the Board of  Directors  of North Bay Bancorp  declared a
dividend of one share purchase right (a "Right") for each  outstanding  share of
common  stock,  no par value of the  Company,  payable  on  December  6, 2002 to
shareholders  of record  as of  November  15,  2002.  Each  Right  entitles  the
registered  holder to purchase from the Company one  one-hundredth of a share (a
"Unit") of Series A Preferred Stock (the "Preferred Stock") of the Company, at a
price of $90.00 per Unit, subject to adjustment. The rights are only exercisable
in the event of certain  changes in contract.  The  description and terms of the
Rights are set forth in a Rights Agreement between the Company and Registrar and
Transfer Company, as Rights Agent.

The Company  paid cash  dividends of $0.20 per share in 2002 and $0.20 per share
in 2003.  The holders of common  stock of 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 26, 2004, the Board of Director of Bancorp declared a $0.20 per share
cash dividend and a 5% stock dividend  payable March 29, 2004 to shareholders of
record as of March 12, 2004.

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

As of March 12, 2004,  there were 1,001 holders of record of North Bay Bancorp's
common stock.

The following chart provides  information as of December 31, 2003 concerning the
Company's Stock Option Plans, the Company's only equity compensation plans:

<TABLE>
<CAPTION>
Plan Category                                  Number of securities to    Weighted-average           Number of securities
                                               be issued upon exercise    exercise price of          remaining available for
                                               of outstanding options,    outstanding options,       future issuance under
                                               warrants, and rights       warrants and rights        equity compensation
                                                                                                     plans (excluding
                                                                                                     securities reflecting in
                                                                                                     column (a))
                                               (a)                         (b)                       (c)
<S>                                            <C>                         <C>                       <C>
Equity compensation plans
approved by security
holders                                        318,474                     $20.80                    148,220
Equity compensation plans
not approved by security
holders                                              0                          0                          0
                                               -------                     ------                    -------
Total                                          318,474                     $20.80                    148,220
</TABLE>

                                      -22-
<PAGE>

Item 6 - SELECTED FINANCIAL DATA

The  selected  financial  data is included in  Bancorp's  2003 Annual  Report to
Shareholders which information is incorporated herein by reference.


Item 7 - 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 Bancorp's  2003 Annual Report to  Shareholders  which
information is incorporated herein by reference.


Item 7 A - QUANTITATIVE AND QUALITATIVE DISCLOUSURE ABOUT MARKET RISK

Management's  discussion  of  Quantitative  and  Qualitative  and market risk is
included in Bancorp's 2003 Annual Report to  Shareholders  which  information is
incorporated herein by reference.


Item 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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  Bancorp's  2003 Annual  Report to  Shareholders  which
information is incorporated herein by reference.


Item 9 -  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

N/A


Item 9A - CONTROLS AND PROCEEDURES

Quarterly evaluation of the Company's Disclosure Controls and Internal Controls.

As of December 31, 2003 the Company  evaluated the  effectiveness  of the design
and  operation  of  its  "disclosure   controls  and  procedures"   ("Disclosure
Controls"),  and its "internal controls and procedures for financial  reporting"
("Internal  Controls").  This  evaluation (the "Controls  Evaluation")  was done
under the supervision and with the  participation  of management,  including our
President  and Chief  Executive  Officer  ("CEO")  and Chief  Financial  Officer
("CFO").  Rules  adopted by the SEC require  that in this  section of the Annual
Report we present the conclusions of the CEO and the CFO about the effectiveness
of our Disclosure  Controls and Internal Controls based on and as of the date of
the Controls Evaluation.

CEO and CFO Certifications.

Appearing  immediately  following the  Signatures  section of this Annual Report
there are two  separate  forms of  "Certifications"  of the CEO and the CFO. The
first form of  Certification  is  required  in accord  with  Section  302 of the
Sarbanes-Oxley Act of 2002 (the "Section 302 Certification"). The section of the
Annual Report which you are currently reading is the information  concerning the
Controls  Evaluation  referred  to in the  Section  302  Certification  and this
information  should be read in conjunction  with the Section 302  Certifications
for a more complete understanding of the topics presented.

Disclosure Controls and Internal Controls.

Disclosure  Controls  are  procedures  that are designed  with the  objective of
ensuring  that  information  required to be disclosed in our reports filed under
the Exchange Act, such as this Annual Report, is recorded, processed, summarized
and reported  within the time periods  specified in the  Commission's  rules and
forms. Disclosure Controls are also designed with the objective of ensuring that
such  information is accumulated and  communicated to our management,  including
the CEO and CFO, as appropriate  to allow timely  decisions  regarding  required
disclosure.  Internal  Controls  are  procedures  which  are  designed  with the
objective  of  providing  reasonable  assurance  that (1) our  transactions  are
properly  authorized;  (2) our assets are  safeguarded  against  unauthorized or
improper

                                      -23-
<PAGE>

use; and (3) our transactions are properly recorded and reported,  all to permit
the  preparation  of our  financial  statements  in  conformity  with  generally
accepted accounting principles.

Limitations on the Effectiveness of Controls.

The  Company's  management,  including the CEO and CFO, does not expect that our
Disclosure  Controls or our  Internal  Controls  will  prevent all error and all
fraud. A control system, no matter how well conceived and operated,  can provide
only  reasonable,  not absolute,  assurance  that the  objectives of the control
system are met.  Further,  the design of a control  system must reflect the fact
that there are  resource  constraints,  and the  benefits  of  controls  must be
considered relative to their costs.  Because of the inherent  limitations in all
control systems,  no evaluation of controls can provide absolute  assurance that
all control issues and instances of fraud,  if any, within the Company have been
detected.  These  inherent  limitations  include the realities that judgments in
decision-making  can be faulty,  and that breakdowns can occur because of simple
error or mistake.  Additionally,  controls can be circumvented by the individual
acts of some  persons,  by  collusion of two or more  people,  or by  management
override of the control.  The design of any system of controls  also is based in
part upon certain  assumptions about the likelihood of future events,  and there
can be no assurance  that any design will succeed in achieving  its stated goals
under all potential future conditions; over time, controls may become inadequate
because of changes in conditions,  or the degree of compliance with the policies
or  procedures  may  deteriorate.  Because  of  the  inherent  limitations  in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.

Scope of the Controls Evaluation.

The CEO/CFO  evaluation  of our  Disclosure  Controls and our Internal  Controls
included  a  review  of the  controls'  objectives  and  design,  the  controls'
implementation  by the Company and the effect of the controls on the information
generated  for  use in  this  Annual  Report.  In  the  course  of the  Controls
Evaluation,  we sought to identify  data  errors,  controls  problems or acts of
fraud and to confirm  that  appropriate  corrective  action,  including  process
improvements,  were being undertaken.  This type of evaluation will be done on a
quarterly basis so that the conclusions concerning controls effectiveness can be
reported in our  Quarterly  Reports on Form 10-Q and Annual Report on Form 10-K.
Our  Internal  Controls are also  evaluated on an ongoing  basis by our Internal
Audit Department and by other personnel in our  organization.  The overall goals
of these various  evaluation  activities are to monitor our Disclosure  Controls
and our Internal Controls and to make modifications as necessary;  our intent in
this regard is that the  Disclosure  Controls and the Internal  Controls will be
maintained  as dynamic  systems that change  (including  with  improvements  and
corrections) as conditions warrant.

Among other matters, we sought in our evaluation to determine whether there were
any  "significant  deficiencies"  or  "material  weaknesses"  in  the  Company's
Internal  Controls,  or whether  the Company  had  identified  any acts of fraud
involving  personnel  who  have a  significant  role in the  Company's  Internal
Controls.  This  information  was  important  both for the  Controls  Evaluation
generally and because items 5 and 6 in the Section 302 Certifications of the CEO
and CFO require that the CEO and CFO disclose  that  information  to our Board's
Audit Committee and to our independent auditors and to report on related matters
in this section of the Annual Report. In the professional  auditing  literature,
"significant deficiencies" are referred to as "reportable conditions"; these are
control  issues that could have a significant  adverse  effect on the ability to
record,   process,   summarize  and  report  financial  data  in  the  financial
statements.  A "material  weakness" is defined in the auditing  literature  as a
particularly  serious  reportable  condition where the internal control does not
reduce to a relatively low level the risk that misstatements  caused by error or
fraud may occur in amounts  that would be material in relation to the  financial
statements and not be detected within a timely period by employees in the normal
course of performing their assigned functions. We also sought to deal with other
controls matters in the Controls  Evaluation,  and in each case if a problem was
identified,  we considered what revision,  improvement and/or correction to make
in accord  with our  on-going  procedures.  We  concluded  that were no material
weaknesses in the Company's Internal Controls.

In accord with  Commission  requirements,  the CEO and CFO note that,  since the
date of the Controls  Evaluation to the date of this Annual  Report,  there have
been no significant  changes in Internal Controls or in other factors that could
significantly  affect Internal  Controls,  including any corrective actions with
regard to significant deficiencies and material weaknesses.

Conclusions.

Based upon the Controls Evaluation, our CEO and CFO have concluded that, subject
to the limitations noted above, our Disclosure  Controls are effective to ensure
that  material   information  relating  to  the  Company  and  its  consolidated
subsidiaries   is  made  known  to  management,   including  the  CEO  and  CFO,
particularly during the period when our periodic reports are being prepared, and
that our Internal  Controls are effective to provide  reasonable  assurance that
our  financial  statements  are fairly  presented in conformity  with  generally
accepted accounting principles.

                                      -24-
<PAGE>

                                    PART III

Item  10  -  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 Bancorp,  see "ELECTION OF DIRECTORS" and "REPORTS OF CHANGES
IN BENEFICIAL  OWNERSHIP" in the Company's  definitive  proxy  statement for the
2004 Annual Meeting of  Shareholders to be filed pursuant to Regulation 14A (the
"Proxy Statement"), which is incorporated herein by reference.

Code of Ethics
North  Bay  Bancorp  has  adopted  a Code  of  Ethics  that  applies  to all its
directors,  officers  and  employees,  a current  copy of which is  available to
shareholders  on the Company's  web-sit.  The  Company's  web-site is located at
www.northbaybancorp.com.


Item 11 - EXECUTIVE COMPENSATION

For information  concerning  compensation of the executive  officers of Bancorp,
see  "EXECUTIVE  COMPENSATION"  in the Proxy  Statement,  which is  incorporated
herein by reference.


Item 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

For information  concerning the security  ownership of certain beneficial owners
and management of Bancorp,  see "SECURITY  OWNERSHIP OF MANAGEMENT" in the Proxy
Statement, which is incorporated herein by reference.


Item 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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


Item 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

For information concerning amounts paid for audit and related fees See "Proposal
No. 3" in the Proxy Statement, which is incorporated herein by reference.

                                      -25-
<PAGE>

                                     Part IV

Item 16 - EXHIBITS AND REPORTS ON FORM 8-K

                                                                   Page of 2003
                                                                   Annual Report
                                                                   -------------
(a) 1. Financial Statements

(i)   Balance Sheets, December 31, 2003 and
      2002                                                              15

(ii)  Income Statements for the years
      ended December 2003, 2002, and 2001                               16

(iii) Statements of Changes in Shareholders'
      Equity for the years ended December 31,
      2003, 2002, and 2001                                              17

(iv)  Statements of Cash Flows for the years
      ended December 31, 2003, 2002, and 2001                           18

(v)   Notes to Financial Statements                                     19

(vi)  Report of Independent
      Auditors                                                          40

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 28 of this Report.

(b) Reports on Form 8-K

The  Registrant  has filed the following  Reports on Form 8-K during the quarter
ended December 31, 2003:

1.       Form 8-K filed on October  31,  2003 under  item 12,  with an  attached
         press release  announcing  earnings for the quarter ended September 30,
         2003.
2.       Form 8-K filed on  December  17,  2004 under  item 9, with an  attached
         newsletter to  Shareholders  outlining  financial  data for the quarter
         ended September 30, 2003.

                                      -26-
<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 & Chief Executive Officer
Dated: March 25, 2004
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.

<TABLE>
<CAPTION>
Signature                                           Title                               Date
---------                                           -----                               ----
<S>                                                 <C>                                 <C>
/s/Thomas N. Gavin
------------------------------------
Thomas N. Gavin                                     Director                            March 23, 2004


/s/David B. Gaw                                     Director and                        March 26, 2004
------------------------------------                Chairman of the Board
David B. Gaw


/s/Fred J. Hearn Jr.
------------------------------------
Fred J. Hearn Jr.                                   Director                            March 26, 2004


/s/Conrad W. Hewitt                                 Director                            March 26, 2004
------------------------------------
Conrad W. Hewitt


/s/Richard S. Long                                  Director                            March 26, 2004
------------------------------------
Richard S. Long


/s/Thomas H. Lowenstein                             Director                            March 26, 2004
------------------------------------
Thomas H. Lowenstein


/s/Thomas F. Malloy                                 Director                            March 26, 2004
------------------------------------
Thomas F. Malloy


/s/Terry L. Robinson                                President, Chief                    March 25, 2004
------------------------------------                Executive Officer and Director
Terry L. Robinson                                   (Principal Executive Officer)


/s/James E. Tidgewell                               Director                            March 24, 2004
------------------------------------
James E. Tidgewell


/s/Lee-Ann Cimino                                   Sr. Vice President                  March 25, 2004
------------------------------------                Chief Financial Officer
Lee-Ann Cimino                                      (Principal Financial Officer)
</TABLE>

                                      -27-
<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              Amended and Restated Bylaws.

 4.1              Certificate Evidencing Floating Rate Capital Securities. (6)

 4.2              Floating   Rate  Junior   Subordinated   Deferrable   Interest
                  Debenture. (6)

 4.3              Certificate Evidencing Floating Rate Common Securities. (6)

 4.4              Guarantee Agreement. (6)

 4.5              Indenture  dated  June 26,  2002 , North Bay  Bancorp  Issuer,
                  State Street Bank and Trust Company of  Connecticut,  N.A., as
                  Trustee  for  Floating  Rate  Junior  Subordinated  Deferrable
                  Interest Debenture. (6)

 4.6              Rights  Agreement,  dated as of October 24, 2002,  between the
                  Company and Registrar and Trans Company, as Rights Agent. (7)

 4.7              Certificate of Determination  for the Series A Preferred Stock
                  (attached as Exhibit A to Rights Agreement). (7)

 4.8              Rights   Certificate   (attached   as   Exhibit  B  to  Rights
                  Agreement.). Printed Rights Agreement will not be mailed until
                  the Distribution Date as defined therein. (7)

 4.9              Summary of Rights to Purchase  Preferred  Shares  (attached as
                  Exhibit C to Rights Agreement). (7)

10.1              Amended North Bay Bancorp Stock Option Plan. (6) *

10.2              North Bay Bancorp 2002 Stock Option Plan and Related Agreement
                  (8)*

10.3              Sublease by and between The Vintage Bank, as Lessor, and North
                  Bay  Bancorp,  as Lessee,  with  respect to  premises  at 1190
                  Airport Road, Napa California. (10)

10.4              Lease  entered  into May 9, 2003 by Solano Bank and  Fairfield
                  West Partners, LLC for premises at 1411 Oliver Road, Fairfield
                  California.

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

10.6              Employment  Agreement  entered  into as of May 1,  2004 by and
                  between North Bay Bancorp and Terry L. Robinson.*

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              [RESERVED]

                                      -28-
<PAGE>

10.10             Life Insurance  Endorsement Method Split Dollar Plan Agreement
                  for Terry L. Robinson (9). *

10.11             Lease  entered  into  January 5, 2004 by North Bay Bancorp and
                  James N. Ditmer,  dba Cordelia  Edison  Partners for a central
                  warehousing  facility  located at 499 Edison  Court Suite A-1,
                  Cordelia California.

10.12             Life Insurance  Endorsement Method Split Dollar Plan Agreement
                  for Lee-Ann Cimino. (9). *

10.13             Life Insurance  Endorsement Method Split Dollar Plan Agreement
                  for Kathi Metro. (9)*

10.14             Life Insurance  Endorsement Method Split Dollar Plan Agreement
                  for Glen C. Terry. (9)*

10.15             Employment Agreement dated as of April 15, 2002 by and between
                  Solano Bank and John A. Nerland. (6) *

10.16             North Bay Bancorp 2002 Deferred Fee Plan. (6)*

10.17             Amended and Restated  Declaration  of Trust by and Among State
                  Street  Bank  and  Trust  Company  of  Connecticut,   N.A,  as
                  Institutional  Trustee,  North Bay  Bancorp  as  Sponsor,  and
                  Administrators, Dated as of June 26, 2002. (6)

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 2003 Annual Report to Shareholders.

21.               Subsidiaries of Registrant are: The Vintage Bank, a California
                  banking  corporation,  Solano Bank, a California  Corporation,
                  and North Bay Bancorp Statutory Trust I, a Connecticut trust.

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

25.               Power of Attorney.

31.1              Certificate  of Principal  Executive  Officer  Pursuant to SEC
                  Release 33-8238.

31.2              Certificate  of Principal  Financial  Officer  Pursuant to SEC
                  Release 33-8238.

32.1              Certificate  of  Principal  Executive  Officer  Pursuant to 18
                  U.S.C. Section 1350.

32.2              Certificate  of  Principal  Financial  Officer  Pursuant to 18
                  U.S.C. Section 1350.

*                 Employment Contracts and Compensation Plans.

(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  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)               Intentionally left blank.

(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  Securities  and  Exchange  Commission,  and  incorporated
                  herein by reference.

                                      -29-
<PAGE>

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

(6)               Attached as Exhibits 4.1, 4.2,  4.3,  4.4, 4.5,  10.1,  10.15,
                  10.16,  and  10.17,  respectively,   to  North  Bay  Bancorp's
                  Quarterly  Report as Form 10-Q for the quarter  ended June 30,
                  2002 filed with the  Securities and Exchange  Commission,  and
                  incorporated herein by reference.

(7)               Attached as Exhibits 4.1, 4.2, 4.3, and 4.4, respectively,  to
                  the Form 8-A Registration Statement filed by North Bay Bancorp
                  with the  Securities  and Exchange  Commission  on October 31,
                  2002 and incorporated herein by reference.

(8)               Attached  as  Exhibit  99.1  to  Registration   Statement  No.
                  333-90006  on Form S-8  filed by North  Bay  Bancorp  with the
                  Securities  and  Exchange  Commission  on  June  7,  2002  and
                  incorporated herein by reference.

(9)               Attached as Exhibits 10.10,  10.11,  10.12,  10.13, and 10.14,
                  respectively,  to North Bay  Bancorp's  Annual  Report as Form
                  10-K for the year  ended  December  31,  2001  filed  with the
                  Securities and Exchange  Commission and incorporated herein by
                  reference.

(10)              Attached as Exhibits 10.3 to North Bay Bancorp's Annual Report
                  as Form 10-K for the year ended  December  31, 2002 filed with
                  the Securities and Exchange Commission and incorporated herein
                  by reference.

                                      -30-