EXHIBIT 10.16

                              AMENDED AND RESTATED

                  EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

         This Agreement is made and entered into effective as of May 1, 2004, by
and between The Vintage Bank, a state-chartered commercial bank and wholly-owned
subsidiary  of North Bay Bancorp (the  "Holding  Company"),  with its  principal
offices   located  in  the  City  of  Napa,   California   ("the  Bank"),   and,
___________________________,  an individual  residing in the State of California
("the Executive").

                                 R E C I T A L S
                                 ---------------

         WHEREAS,  the  Executive  is an  employee  of the Bank,  serving  since
September 3, 1988;  and has extensive and valuable  experience  and knowledge of
the affairs of the Bank and the banking industry

         WHEREAS,  in 2001, the Bank established a compensation  benefit program
as a fringe  benefit for executive  officers of the Bank in order to attract and
retain  individuals  with  extensive  and  valuable  experience  in the  banking
industry;

         WHEREAS,  the Executive  was selected as a participant  in said program
and the Bank and  Executive  entered into an Executive  Supplement  Compensation
Agreement dated September 21, 2001 (the "Prior Agreement"); and

         WHEREAS, the Executive and the Bank wish to amend and restate the Prior
Agreement in its entirety and substitute  this Agreement in place and instead of
the Prior Agreement which shall no longer have any force or effect;

         NOW, THEREFORE, in consideration of the services to be performed by the
Executive in the future, as well as the mutual promises and covenants  contained
herein, the Executive and the Bank agree as follows:

                                A G R E E M E N T
                                -----------------

         1.       Terms and Definitions.

                  1.1 Affiliate.  The term "Affiliate"  shall mean a corporation
or entity of any type directly or indirectly  controlling  or controlled  by, or
under direct or indirect  common control with,  the Bank,  within the meaning of
Rule 144 under the Securities Act of 1933, as amended.

                  1.2   Administrator.   The  Holding   Company   shall  be  the
"Administrator" and, solely for the purposes of ERISA as defined in subparagraph
1.8 below,  the  "fiduciary" of this Agreement  where a fiduciary is required by
ERISA.

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<PAGE>


                  1.3 Applicable  Percentage.  The term "Applicable  Percentage"
shall mean that  percentage  listed on Schedule  "A"  attached  hereto  which is
adjacent to the number of years which shall have  elapsed  from the date of this
Agreement  and  ending  on  the  date  Executive   Retires,   becomes  Disabled,
voluntarily terminates his employment, or his employment is otherwise terminated
pursuant to this Agreement, as applicable.  Notwithstanding the foregoing or the
percentages  set forth on  Schedule  "A",  but  subject  to all other  terms and
conditions set forth herein,  the "Applicable  Percentage"  shall be one hundred
percent (100%) in the event the Executive's employment is terminated pursuant to
subparagraph  5.4 upon the  occurrence  of a "Change in  Control"  as defined in
subparagraph 1.4 below or the Executive's Disability (as defined in subparagraph
1.6  below).  The  parties  acknowledge  that as of the  date of this  Agreement
Executive's Applicable Percentage is 40%.

                  1.4  Change  in  Control.  "Change  in  Control"  means in any
transaction or related series of transactions:  (a) the acquisition  (other than
solely from the Bank or Holding  Company),  by any  individual,  entity or group
(within the  meaning of Section  13(d)(3)  or Section  14(d)(2) of the  Exchange
Act), other than the Bank or any subsidiary,  Affiliate or employee benefit plan
of the Company,  of  beneficial  ownership  (within the meaning of Rule 13(d)(3)
promulgated  under the  Exchange  Act) of more than 30% of the  combined  voting
power of the then outstanding securities of the Bank or Holding Company entitled
to vote generally in the election of directors (the "Voting Securities");  (b) a
reorganization, merger, consolidation, share exchange or recapitalization of the
Bank or  Holding  Company  (a  "Business  Combination"),  other  than a Business
Combination  in  which  more  than  50%  of the  combined  voting  power  of the
outstanding  voting securities of the surviving or resulting entity  immediately
following the Business Combination is held by the persons who, immediately prior
to the Business Combination, were the holders of the Voting Securities; or (c) a
complete liquidation or dissolution of the Bank or Holding Company, or a sale of
all or substantially all of the Bank or Holding Company's assets.

                  1.5 The Code. The "Code" shall mean the Internal  Revenue Code
of 1986, as amended (the "Code").

                  1.6  Disability/Disabled.  The term  "Disability" or Disabled"
shall have the same meaning given such term in any disability  policy maintained
on Executive  by the Bank or Holding  Company or, in the event no such policy is
maintained by the Bank or Holding  Company,  such terms shall mean the Executive
shall have been unable to perform the essential functions of his position,  with
or without reasonable accommodation,  on a full-time basis for a period of sixty
(60)  consecutive  days, or for a total of ninety (90) days in any  twelve-month
period.

                  1.7 Effective Date. The term  "Effective  Date" shall mean the
date first written above.

                  1.8 ERISA. The term "ERISA" shall mean the Employee Retirement
Income Security Act of 1974, as amended.

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<PAGE>

                  1.9  Executive  Benefit.   The  term  "Executive  Benefit"  or
"Retirement  Benefit  Payments" shall mean the benefits  determined  pursuant to
subparagraphs  3.1 or 3.2 and in  accordance  with  Schedule "B", and reduced or
adjusted  to the  extent:  (i)  required  under  the  other  provisions  of this
Agreement,  including,  but not limited to, Paragraphs 5, 7, and 8 hereof;  (ii)
required by reason of the lawful order of any  regulatory  agency or body having
jurisdiction  over the Bank or the Holding  Company;  or (iii) required in order
for the  Bank  or the  Holding  Company  to  properly  comply  with  any and all
applicable  state and federal  laws,  including,  but not  limited  to,  income,
employment and disability income tax laws (e.g., FICA, FUTA, SDI).

                  1.10 Normal Retirement Date. The term "Normal Retirement Date"
shall mean the Retirement, as defined below, of the Executive upon attainment of
age  sixty-five  (65) or in the event of a Change in Control,  as defined above,
attainment of age sixty-two (62).

                  1.11 Early Retirement  Date. The term "Early  Retirement Date"
shall mean  Retirement,  as defined below, of the Executive after the attainment
of age sixty-two (62),  provided the Applicable  Percentage  equals  one-hundred
percent (100%).

                  1.12 Plan  Year.  The term "Plan  Year"  shall mean the twelve
(12) month period  beginning  October 1 of each year and ending  September 30 of
the following year.

                  1.13  Retirement.  The term  "Retirement"  or "Retires"  shall
refer to the date which the Executive  acknowledges in writing to Bank to be the
last day the Executive will provide any significant  personal services,  whether
as an employee or independent consultant or contractor, to Bank. For purposes of
this Agreement,  the phrase "significant personal services" shall mean more than
ten (10)  hours  of  personal  services  rendered  to the Bank or any  Affiliate
thereof in any thirty (30) day period.

                  1.14  Termination for Cause.  The term "Terminated for Cause,"
shall mean the termination of the Executive's employment by reason of any of the
following:  (i) the Executive commits fraud,  theft or embezzlement  against the
Bank, or any  subsidiary  or Affiliate  thereof;  (ii) the  Executive  commits a
felony or a crime involving  moral  turpitude;  (iii) the Executive  compromises
trade secrets or other proprietary information of the Bank, or any subsidiary or
Affiliate thereof;  (iv) the Executive breaches any  non-solicitation  agreement
with the  Bank,  or any  subsidiary  or  Affiliate  thereof;  (v) the  Executive
breaches any of the material terms of any employment agreement entered into with
the Bank or  Holding  Company  and,  if given the  right in any such  employment
agreement, fails to cure said breach in accordance therewith; (vi) the Executive
breaches  any of the  material  terms of this  Agreement;  (vii)  the  Executive
engages in any grossly negligent act or willful misconduct that causes, or could
be reasonably expected to cause, harm to the business,  operations or reputation
of the Bank, or any subsidiary or Affiliate thereof;  or (viii) the Bank, or any
subsidiary  or  Affiliate  thereof,  is  ordered  to  terminate  any  employment
agreement by any governmental  regulatory agency with supervisory authority over
the Bank, or any subsidiary or Affiliate thereof.


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         2.       Scope, Purpose and Effect.

                  2.1  Contract  of  Employment.   Although  this  Agreement  is
intended to provide the Executive with an additional  incentive to remain in the
employ of the Bank and Holding  Company,  this Agreement  shall not be deemed to
constitute  a contract  of  employment  between  the  Executive  and the Bank or
Holding Company nor shall any provision of this Agreement restrict or expand the
right of the Bank to terminate the Executive's employment with or without cause.
This  Agreement  shall  have no  impact  or  effect  upon any  separate  written
employment  agreement  which the  Executive  may have  with the Bank or  Holding
Company,  it being  the  parties'  intention  and  agreement  that  unless  this
Agreement  is  specifically  referenced  in said  employment  agreement  (or any
modification  thereto),  this Agreement (and the Bank's  obligations  hereunder)
shall stand  separate  and apart and shall have no effect on or be affected  by,
the terms and provisions of said employment agreement.

                  2.2 Fringe  Benefit.  The benefits  provided by this Agreement
are granted by the Bank as a fringe  benefit to the Executive and are not a part
of any salary  reduction plan or any  arrangement  deferring a bonus or a salary
increase.  The Executive has no option to take any current  payments or bonus in
lieu of the benefits provided by this Agreement.

                  2.3  Prohibited  Payments.  Notwithstanding  anything  in this
Agreement  to the  contrary  (and in  particular  in  Section  1.9 or  section 3
hereof),  if any  payment  made  under  this  Agreement  is a "golden  parachute
payment" as defined in Section  28(k) of the Federal  Deposit  Insurance Act (12
U.S.C.  section 1828(k) and Part 359 of the Rules and Regulations of the Federal
Deposit Insurance Corporation  (collectively,  the "FDIC Rules") or is otherwise
prohibited,  restricted or subject to the prior approval of a Bank Regulator (as
defined in section 1.13 (d) herein),  no payment shall be made hereunder without
complying with said FDIC Rules.

         3.       Executive Benefits Payments.

                   3.1 Payments  Commence  Upon Early  Retirement  Date.  In the
event  the  Executive  elects to Retire  on a date  which  constitutes  an Early
Retirement  Date, as defined in subparagraph  1.11 above, the Executive shall be
entitled  to be paid the  Applicable  Percentage  of the  Executive  Benefits as
described in and adjusted pursuant to Schedule B, in substantially equal monthly
installments on the first day of each month,  beginning with the month following
the month in which the Early  Retirement  Date occurs or upon such later date as
may be  mutually  agreed upon by the  Executive  and the Bank in advance of said
Early Retirement Date.

                   3.2 Payments  Commence  Upon Normal  Retirement  Date. In the
event  Executive  elects to Retire on or after his Normal  Retirement  Date, the
Executive  shall  be  entitled  to be  paid  the  Applicable  Percentage  of the
Executive  Benefits,  as defined in Schedule B, in  substantially  equal monthly
installments on the first day of each month,  beginning with the month following
the month in which the  Executive  Retires  or upon  such  later  date as may be
mutually agreed upon by the Executive and the Bank in advance of said Retirement
date, payable until the Executive's death.

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<PAGE>

        4. Payments in the Event Disability  Occurs Prior to Retirement.  In the
event the Executive  becomes Disabled while actively employed by the Bank at any
time after the Effective  Date of this  Agreement but prior to  Retirement,  the
Executive  shall  be  entitled  to be  paid  the  Applicable  Percentage  of the
Executive  Benefits,  as defined in Schedule B, in  substantially  equal monthly
installments on the first day of each month,  beginning with the month following
the month in which the Executive becomes Disabled, payable until the Executive's
death.

        5. Payments in the Event  Executive's  Employment is Terminated Prior to
Retirement.  As indicated in subparagraph 2.1 above, the Bank reserves the right
to terminate the  Executive's  employment,  with or without Cause but subject to
any written employment  agreement which may then exist, at any time prior to the
Executive's Retirement.  In the event that the employment of the Executive shall
be  terminated  by Bank or  Executive,  other  than by reason of  Disability  or
Retirement,   then  this  Agreement  shall  terminate  upon  the  date  of  such
termination  of  employment;  provided,  however,  that the  Executive  shall be
entitled to the  following  benefits  as may be  applicable  depending  upon the
circumstances surrounding the Executive's termination:

                   5.1 Termination Without Cause. If the Executive's  employment
is terminated by the Bank without cause,  and such termination is not subject to
the provisions of subparagraph  5.4 below, the Executive shall be entitled to be
paid the Applicable Percentage of the Executive Benefits, as defined in Schedule
B, in substantially  equal monthly  installments on the first day of each month,
beginning  after the Executive  attains age sixty-two (62) years of age with the
month  requested in writing by the  Executive  and  delivered to the Bank or its
successor  thirty (30) days prior to the  commencement of installment  payments;
provided,  however,  that  in  the  event  the  Executive  does  not  request  a
commencement date as specified, such installments shall be paid on the first day
of each  month,  beginning  with the  month  following  the  month in which  the
Executive attains sixty-five (65) years of age.

                   5.2 Termination for Cause.  The Executive  agrees that if his
employment  with the Bank is terminated  "for cause," as defined in subparagraph
1.14 of this Agreement,  he shall forfeit any and all rights and benefits he may
have under the terms of this Agreement and shall have no right to be paid any of
the amounts  which would  otherwise be due or paid to the  Executive by the Bank
pursuant to the terms of this Agreement.
[Formerly subparagraph 5.3.]

                   5.3        Voluntary Termination by the Executive.

        (a) Resignation Prior to 100% Applicable Percentage;  5.4 Applicable. If
the Executive's  employment is terminated by voluntary  resignation prior to the
date specified in Schedule A which corresponds to an Applicable Percentage equal
to one hundred percent (100%) and such  resignation is subject to the provisions
of  subparagraph  5.4 below,  the  Executive  shall be  entitled  to be paid the
Applicable  Percentage of the Executive  Benefits,  as defined in Schedule B, in
substantially  equal  monthly  installments  on the  first  day of  each  month,
beginning  after the Executive  attains age sixty-two (62) years of age with the
month  requested in writing by the  Executive  and  delivered to the Bank or its
successor  thirty (30) days prior to the  commencement of installment  payments;
provided,  however,  that  in  the  event  the  Executive  does  not  request  a


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<PAGE>

commencement date as specified, such installments shall be paid on the first day
of each  month,  beginning  with the  month  following  the  month in which  the
Executive  attains  sixty-five  (65) years of age.  Executive  Benefits  payable
pursuant  to this  subparagraph  5.3(a)  shall  not be  subject  to the  risk of
forefeiture set forth in paragraph 6 below.

        (b) Resignation Prior to 100% Applicable Percentage; 5.4 Not Applicable.
If the Executive's  employment is terminated by voluntary  resignation  prior to
the date specified in Schedule A which  corresponds to an Applicable  Percentage
equal to one hundred  percent (100%) and such  resignation is not subject to the
provisions of  subparagraph  5.4 below,  the Executive shall forfeit any and all
rights and benefits he may have under the terms of this Agreement and shall have
no right to be paid any of the amounts  which would  otherwise be due or paid to
the Executive by the Bank pursuant to the terms of this Agreement.

        (c) Resignation After 100% Applicable Percentage; 5.4 Applicable. If the
Executive's  employment is terminated by voluntary  resignation  after that date
specified in Schedule A which  corresponds to an Applicable  Percentage equal to
one hundred percent (100%) and such  resignation is subject to the provisions of
subparagraph  5.4  below,  the  Executive  shall  be  entitled  to be  paid  the
Applicable  Percentage of the Executive  Benefits,  as defined in Schedule B, in
substantially  equal  monthly  installments  on the  first  day of  each  month,
beginning  with the month  following  the month in which the  Executive  attains
sixty-two (62) years of age, or any month thereafter, as requested in writing by
the Executive and delivered to the Bank or its successor  thirty (30) days prior
to the  commencement of installment  payments;  provided,  however,  that in the
event the Executive  does not request a  commencement  date as  specified,  such
installments  shall be paid on the first day of each month,  beginning  with the
month  following the month in which the Executive  attains age  sixty-five  (65)
years of age.  Executive  Benefits payable pursuant to this subparagraph  5.3(c)
shall not be subject the risk of forfeiture set forth in paragraph 6 below.

        (d) Resignation  After 100% Applicable  Percentage;  5.4 Not Applicable.
Subject  to the risk of  forfeiture  set  forth  in  paragraph  6 below,  if the
Executive's  employment is terminated by voluntary  resignation  after that date
specified in Schedule A which  corresponds to an Applicable  Percentage equal to
one  hundred  percent  (100%),  and  such  resignation  is  not  subject  to the
provisions of subparagraph 5.4 below, the Executive shall be entitled to be paid
the Applicable  Percentage of the Executive Benefits,  as defined in Schedule B,
in  substantially  equal  monthly  installments  on the first day of each month,
beginning  with the month  following  the month in which the  Executive  attains
sixty-two (62) years of age, or any month thereafter, as requested in writing by
the Executive and delivered to the Bank or its successor  thirty (30) days prior
to the  commencement of installment  payments;  provided,  however,  that in the
event the Executive  does not request a  commencement  date as  specified,  such
installments  shall be paid on the first day of each month,  beginning  with the
month following the month in which the Executive  attains  sixty-five (65) years
of age.

                   5.4  Termination  on Account of or After a Change in Control.
If within  one year of the  effective  date of a Change in Control  (as  defined
above) (i) Executive's  employment is terminated by the Bank or Holding Company,
its  assignee or  successor,  without  Cause or (ii)  Executive  terminates  her


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<PAGE>

employment  by the  Bank  or  Holding  Company  on  account  of (y)  Executive's
position,  responsibilities or working conditions being substantially diminished
or (z) a material  reduction in the Executive's  compensation or benefits,  then
the  Executive  shall be entitled to be paid the  Applicable  Percentage  of the
Executive  Benefits,  as defined in Schedule B, in  substantially  equal monthly
installments on the first day of each month,  beginning with the month following
the month in which the  Executive  attains  sixty-two  (62)  years of age or any
month thereafter,  as requested in writing by the Executive and delivered to the
Bank or its successor  thirty (30) days prior to the commencement of installment
payments;  provided, however, that in the event the Executive does not request a
commencement date as specified, such installments shall be paid on the first day
of each  month,  beginning  with the  month  following  the  month in which  the
Executive  attains  sixty-five  (65)  years of age.  The  installments  shall be
payable until the Executive's death.

         6. Risk of Forfeiture. Executive acknowledges that in the course of his
employment he has become privy to confidential information of the Bank including
customer  deposit,  loan,  sales and  marketing  information,  customer  account
records,  proprietary processing  techniques,  information regarding vendors and
products,  training and operations memoranda and similar information,  personnel
records,   pricing  information,   financial  information,   and  trade  secrets
concerning  or relating to the business,  accounts,  customers and employees and
affairs of the Bank,  or any  subsidiary  or affiliate  thereof  (the  foregoing
constituting  "Confidential  Information").  On account of the foregoing and his
position of trust and  confidence  with the Bank,  Executive  agrees that in the
event he voluntarily  terminates his employment and such  termination is subject
to  subparagraph  5(d) above,  he shall forfeit any and all rights and benefits,
including  Executive Benefit and Retirement Benefit Payments,  he may have under
the  terms  of this  Agreement  and  shall  have no  right to be paid any of the
amounts  which would  otherwise be due or paid to Executive by the Bank pursuant
to the terms of this  Agreement if he violates any of the  following  provisions
prior to attaining his Normal Retirement Date:

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


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<PAGE>

                  used Confidential Information in connection with any violation
                  of this provision.

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

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

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

         7. Right To Determine  Funding Methods.  The Bank reserves the right to
determine,  in its sole and absolute discretion,  whether, to what extent and by
what  method,  if any, to provide  for the  payment of the amounts  which may be
payable to the Executive,  under the terms of this Agreement.  In the event that
the Bank elects to fund this Agreement,  in whole or in part, through the use of
life insurance or annuities, or both, the Bank shall determine the ownership and
beneficial  interests of any such policy of life insurance or annuity.  The Bank
further  reserves the right, in its sole and absolute  discretion,  to terminate
any such policy,  and any other device used to fund its  obligations  under this
Agreement,  at any time, in whole or in part. Consistent with Paragraph 9 below,
the Executive shall have no right, title or interest in or to any funding source
or amount utilized by the Bank pursuant to this Agreement,  and any such funding
source or amount shall not constitute security for the performance of the Bank's
obligations  pursuant to this Agreement.  In connection with the foregoing,  the
Executive agrees to execute such documents and undergo such medical examinations
or tests  which the Bank may request and which may be  reasonably  necessary  to
facilitate any funding for this Agreement  including,  without  limitation,  the
Bank's acquisition of any policy of insurance or annuity.

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

         9. Status as an Unsecured  General Creditor.  Notwithstanding  anything
contained  herein to the  contrary:  (i) the  Executive  shall  have no legal or
equitable  rights,  interests or claims in or to any specific property or assets
of the Bank as a result of this Agreement;  (ii) none of the Bank's assets shall
be held in or under any trust for the  benefit of the  Executive  or held in any
way as security for the  fulfillment  of the  obligations of the Bank under this
Agreement;  (iii) all of the  Bank's  assets  shall be and  remain  the  general
unpledged and unrestricted  assets of the Bank; (iv) the Bank's obligation under
this Agreement shall be that of an unfunded and unsecured promise by the Bank to
pay money in the future;  and (v) the  Executive  shall be an unsecured  general
creditor  with respect to any benefits  which may be payable  under the terms of
this Agreement.

         Notwithstanding  subparagraphs  (i) through (v) above, the Bank and the
Executive  acknowledge and agree that, in the event of a Change in Control, upon
request of the Executive,  or in the Bank's discretion if the Executive does not
so  request  and the Bank  nonetheless  deems  it  appropriate,  the Bank  shall
establish,  not later than the effective date of the Change in Control,  a Rabbi
Trust or multiple  Rabbi Trusts (the  "Trust" or  "Trusts")  upon such terms and
conditions  as the  Bank,  in its  sole  discretion,  deems  appropriate  and in
compliance with  applicable  provisions of the Code, in order to permit the Bank
to make contributions and/or transfer assets to the Trust or Trusts to discharge
its obligations pursuant to this Agreement. The principal of the Trust or Trusts
and any earnings  thereon  shall be held  separate and apart from other funds of
the Bank to be used exclusively for discharge of the Bank's obligations pursuant
to this  Agreement and shall  continue to be subject to the claims of the Bank's
general  creditors  until paid to the Executive in such manner and at such times
as specified in this Agreement.

         10.      Miscellaneous.

                  10.1  Opportunity To Consult With  Independent  Advisors.  The
Executive acknowledges that he has been afforded the opportunity to consult with
independent advisors of his choosing including, without limitation,  accountants
or tax advisors  and counsel  regarding  the  benefits  granted to him under the
terms of this  Agreement and the (i) terms and  conditions  which may affect the
Executive's  right to these  benefits  and (ii)  personal  tax  effects  of such
benefits  including,  without  limitation,  the  effects of any federal or state
taxes,  Section  280G of the  Code,  and any other  taxes,  costs,  expenses  or


                                       9
<PAGE>

liabilities  whatsoever related to such benefits,  which in any of the foregoing
instances  and  notwithstanding  any  provision  to the contrary in any separate
written employment  agreement now in effect or hereinafter  entered into between
Executive and the Bank or any Affiliate thereof, the Executive  acknowledges and
agrees shall be the sole  responsibility  of the Executive  notwithstanding  any
other term or provision of this Agreement.  The Executive  further  acknowledges
and agrees that the Bank shall have no liability  whatsoever related to any such
personal  tax  effects  or  other  personal  costs,   expenses,  or  liabilities
applicable  to the  Executive  and  further  specifically  waives  any right for
himself, and his heirs, beneficiaries, legal representatives,  agents, successor
and assign to claim or assert  liability  on the part of the Bank related to the
matters  described  above  in this  subparagraph  10.1.  The  Executive  further
acknowledges that he has read,  understands and consents to all of the terms and
conditions of this Agreement, and that he enters into this Agreement with a full
understanding of its terms and conditions.

         10.2  Arbitration of Disputes.  Any dispute (whether based on contract,
tort, or statutory  duty or  prohibition)  arising out of or in connection  with
this Agreement shall be submitted to binding arbitration, in accordance with the
Commercial  Arbitration  Rules  of  the  American  Arbitration  Association  (as
modified by this  Agreement) by one  arbitrator,  designated in accordance  with
those rules. No one who has ever had any business,  financial, family, or social
relationship  with any  party to this  Agreement  shall  serve as an  arbitrator
unless the related  party  informs the other party of the  relationship  and the
other party consents in writing to the use of that arbitrator.

         The party  demanding  arbitration  shall submit a written  claim to the
other party, setting out the basis of the claim. A prearbitration  hearing shall
be held within twenty (20) business days after the arbitrator's  selection.  The
arbitration   shall  be  held  within   ninety  (90)  calendar  days  after  the
prearbitration   hearing.  The  arbitrator  shall  establish  any  deadlines  to
accomplish this goal. The arbitration shall take place in Napa, California, at a
time and place selected by the arbitrator.

         Each party shall be entitled to discovery of  essential  documents  and
witnesses,  as determined by the  arbitrator.  No less than thirty (30) calendar
days before the  arbitration,  a party may serve a document  request calling for
any document that would be discoverable in a state civil proceeding.  The served
with this request  shall  deliver the  requested  documents  and any  objections
within ten (10) calendar  days.  The arbitrator may resolve any dispute over the
exchange of documents.  Each party may take no more than three (3)  depositions,
unless additional  depositions are allowed by the arbitrator for good cause. All
depositions  must be  completed  as of fifteen  (15)  calendar  days  before the
arbitration  hearing  unless the parties  otherwise  agree.  The  arbitrator may
resolve any dispute  over the  depositions  as they would be resolved in a state
civil  proceeding.  Any motion may be heard by the  arbitrator on three (3) days
notice unless the parties otherwise agree. The arbitrator shall apply California
law.

         The parties agree that all  information  supplied by any party shall be
deemed to be confidential information, and the arbitrator and other participants
in the dispute shall protect such information from disclosure.

                                       10
<PAGE>

         The arbitrator shall have the following powers:

            (a)   To  issue  subpoenas  for  the  attendance  of  witnesses  and
                  subpoenas  duces tecum for the  production of books,  records,
                  documents, and other evidence;

            (b)   To order depositions to be used as evidence;

            (c)   Consistent with the discovery procedures  enumerated above, to
                  enforce the rights, remedies, procedures, duties, liabilities,
                  and  obligations  of  discovery as if the  arbitration  were a
                  civil action before a California superior court;

            (d)   To conduct a hearing  on the  arbitration  issues and  related
                  legal and discovery issues;

            (e)   To administer oaths to parties and witnesses;

            (f)   To award all damages and remedies  which would be available in
                  a civil action before a California superior court.

            (g)   To award  expenses and fees of  arbitration  as the arbitrator
                  deems proper; and

            (h)   To order such other relief as the arbitrator deems proper.

         Within fifteen (15) calendar days after  completion of the arbitration,
the  arbitrator  shall  submit a tentative  decision in writing  specifying  the
reasoning for the decision and any calculations  necessary to explain the award.
Each party shall have  fifteen  (15)  calendar  days in which to submit  written
comments to the  tentative  decision.  Within ten (10)  calendar  days after the
deadline for written  comments,  the arbitrator  shall announce the final award.
Any party may enter the  final  award as a  judgment  in any court of  competent
jurisdiction.

         The Bank shall pay the arbitrator's expenses and fees, all meeting room
charges,  and any other  expenses  that would not have been incurred if the case
were  litigated  in the  judicial  forum  having  jurisdiction  over it.  Unless
otherwise ordered by the arbitrator, each party shall pay its own attorney fees,
witness  fees  and  other  expenses  incurred  by the  party  for his or its own
benefit.  The arbitrator may award the prevailing  party his or its expenses and
fees of arbitration,  including  reasonable  attorney fees and costs,  including
witness fees, in such proportion as the arbitrator decides.

                  10.3  Attorneys'   Fees.  In  the  event  of  any  arbitration
concerning any controversy, claim or dispute between the parties hereto, arising
out of or relating to this Agreement or the breach hereof, or the interpretation
hereof,  the prevailing party shall be entitled to recover from the losing party
reasonable expenses,  attorneys' fees and costs incurred in connection therewith
or in the  enforcement or collection of any judgment or award rendered  therein.
The "prevailing party" means the party determined by the  arbitrator(s),  as the


                                       11
<PAGE>

case may be, to have most nearly  prevailed,  even if such party did not prevail
in all matters, not necessarily the one in whose favor a judgment is rendered.

                  10.4  Notice.  Any notice  required or permitted of either the
Executive  or the Bank  under this  Agreement  shall be deemed to have been duly
given,  if by  personal  delivery,  upon the date  received  by the party or its
authorized  representative;  if by facsimile,  upon  transmission to a telephone
number previously  provided by the party to whom the facsimile is transmitted as
reflected  in the  records  of the party  transmitting  the  facsimile  and upon
reasonable  confirmation of such transmission;  and if by mail, on the third day
after  mailing via U.S.  first  class mail,  registered  or  certified,  postage
prepaid and return receipt requested,  and addressed to the party at the address
given  below for the  receipt  of  notices,  or such  changed  address as may be
requested in writing by a party.

                           If to the Bank:           The Vintage Bank
                                                     1500 Soscol Avenue
                                                     Napa, California 94558
                                                     Attn:  President

                           With a copy to:  North Bay Bancorp
                                                     1500 Soscol Avenue
                                                     Napa, California  94458
                                                     Attn:  President

                           If to the Executive:      __________________

                                                     __________________

                                                     __________________

                  10.5 Assignment. The Executive shall have no power or right to
transfer, assign, anticipate, hypothecate, modify or otherwise encumber any part
or all of the amounts  payable  hereunder,  nor,  prior to payment in accordance
with the terms of this  Agreement,  shall any  portion of such  amounts  be: (i)
subject to seizure by any creditor of the  Executive,  by a proceeding at law or
in  equity,  for the  payment  of any  debts,  judgments,  alimony  or  separate
maintenance obligations which may be owed by the Executive; or (ii) transferable
by operation of law in the event of  bankruptcy,  insolvency or  otherwise.  Any
such attempted assignment or transfer shall be void.

                  10.6 Binding  Effect/Merger or Reorganization.  This Agreement
shall be binding  upon and inure to the benefit of the  Executive  and the Bank.
Accordingly,  the Bank  shall  not  merge or  consolidate  into or with  another
corporation,  or reorganize or sell  substantially  all of its assets to another
corporation,  firm or person,  unless and until such  succeeding  or  continuing
corporation,  firm or person agrees to assume and discharge the  obligations  of
the Bank under this Agreement. In the alternative, the Holding Company may agree
to assume and discharge the  obligation of the Bank under this  Agreement.  Upon
the occurrence of such event, the term "Bank" as used in this Agreement shall be
deemed  to  refer  to such  surviving  or  successor  firm,  person,  entity  or
corporation, or the Holding Company, as the case may be.

                                       12
<PAGE>

                  10.7 Nonwaiver.  The failure of either party to enforce at any
time or for any  period  of time any one or more of the terms or  conditions  of
this Agreement  shall not be a waiver of such term(s) or condition(s) or of that
party's  right  thereafter  to enforce each and every term and condition of this
Agreement.

                  10.8 Partial Invalidity. If any terms, provision, covenant, or
condition of this  Agreement is determined  by an arbitrator or a court,  as the
case may be, to be invalid, void, or unenforceable, such determination shall not
render  any other  term,  provision,  covenant  or  condition  invalid,  void or
unenforceable,  and  the  Agreement  shall  remain  in  full  force  and  effect
notwithstanding such partial invalidity.

                  10.9 Entire Agreement.  This Agreement  supersedes any and all
other agreements, either oral or in writing, between the parties with respect to
the subject  matter of this  Agreement  and  contains all of the  covenants  and
agreements  between  the  parties  with  respect  thereto.  Each  party  to this
Agreement acknowledges that no other representations,  inducements, promises, or
agreements,  oral or otherwise, have been made by any party, or anyone acting on
behalf  of any  party,  which  are not  set  forth  herein,  and  that no  other
agreement,  statement, or promise not contained in this Agreement shall be valid
or binding on either party.

                  10.10 Modifications.  Any modification of this Agreement shall
be  effective  only if it is in writing and signed by each party or such party's
authorized representative.

                  10.11 Paragraph Headings.  The paragraph headings used in this
Agreement are included  solely for the  convenience of the parties and shall not
affect or be used in connection with the interpretation of this Agreement.

                  10.12  No  Strict  Construction.  The  language  used  in this
Agreement  shall be deemed to be the  language  chosen by the parties  hereto to
express their mutual intent, and no rule of strict  construction will be applied
against any person.

                  10.13  Governing  Law.  The laws of the  State of  California,
other than those laws denominated choice of law rules, and where applicable, the
rules and  regulations of the Board of Governors of the Federal  Reserve System,
Federal  Deposit  Insurance  Corporation,  Office  of  the  Comptroller  of  the
Currency,  or any other  regulatory  agency  or  governmental  authority  having
jurisdiction  over the Bank or the Holding  Company,  shall govern the validity,
interpretation, construction and effect of this Agreement.


                                       13
<PAGE>
         IN WITNESS  WHEREOF,  the Bank and the  Executive  have  executed  this
Agreement on the date first above-written in the City of Napa, California.

BANK:                                                EXECUTIVE:

The Vintage Bank



By:
     -------------------------------------          ----------------------------
     Glen C. Terry
     President & Chief Executive Officer



     Acceptance of designation as Administrator:

     HOLDING COMPANY

     NORTH BAY BANCORP


     By:
          ---------------------------------
              David B. Gaw
              Chairman of the Board


                                       14
<PAGE>


                                   SCHEDULE A
                                   ----------


         PLAN YEAR                                   APPLICABLE PERCENTAGE
         ---------                                   ---------------------


         After September 30, 2002                    20%

         After September 30, 2003                    40%

         After September 30, 2004                    60%

         After September 30, 2005                    80%

         After September 30, 2006                    100%










                                       15
<PAGE>
                                   SCHEDULE B
                                   ----------

                               EXECUTIVE BENEFITS


The  Bank  shall  pay to the  Employee  pursuant  to the  Agreement  during  the
Executive's  lifetime,  an amount equal to _____________________________________
($_______)  per  year in  twelve  equal  monthly  installments.  The  amount  of
Executive  Benefits payable under the Agreement shall be adjusted each year from
the date of commencement  of payments of the Executive  Benefits until the death
of the Executive as follows:

         a. The Executive Benefits shall be increased at the rate of two percent
(2%) each year, subject to further adjustment for an Early Retirement.

         b.  Notwithstanding  an Applicable  Percentage  of one hundred  percent
(100%), if the Executive elects Early Retirement,  the Executive  Benefits shall
be decreased by a percentage  calculated by subtracting  the  Executive's age at
Early  Retirement  from the Normal  Retirement  Age of 65, and  multiplying  the
result  by a factor of five.  For  example,  a 15%  reduction  of the  Executive
Benefits would occur if the Executive's Early Retirement Age is 62, based on the
following calculation: 65-62=3x5=15%.


                                       16