EXHIBIT 10.5

                 NORTH BAY BANCORP DIRECTORS DEFERRED FEE PLAN



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                                  EXHIBIT 10.5
                                NORTH BAY BANCORP

                                DEFERRED FEE PLAN

                                    ARTICLE 1

                        Introduction and Purpose of Plan

         1.1  Establishment  of Plan.  North Bay  Bancorp,  a financial  holding
company  (the  "Company"),  hereby  adopts this  Deferred  Fee Plan (the "Plan")
effective  as of November 27, 2000.  The Plan was  formerly  established  by The
Vintage Bank which became a wholly-owned  subsidiary of the Company effective as
of November 1, 1999. The Plan shall be administered for the exclusive benefit of
directors  and  officers  of  the  Company  and  its  wholly-owned  subsidiaries
("Subsidiaries").

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

         1.3 Eligible Directors and Officers.  Incumbent  directors and officers
of the Company and its  Subsidiaries  are eligible to  participate  in this plan
after completing one year of service.

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

                                    ARTICLE 2

                                   Definitions

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

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

                  2.1.1 "Change of Control" means the transfer of 51% or more of
the Company's

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outstanding   voting  common  stock  followed   within  twelve  (12)  months  by
termination  of the  Director's  status as a member of the Board of Directors of
the Company or its  Subsidiaries  or  termination  of the Officer's  status as a
corporate officer of the Company or its Subsidiaries.

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

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

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

                  2.1.5  "Election Form" means the Form attached as Exhibit 1.

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

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

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

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

                                    ARTICLE 3

                            Participation in the Plan

         3.1  Participation.  Each  director  and  officer  who is  eligible  to
participate  in the Plan

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may  become a  participant  in this  Plan on the  first  day of the  month  next
following  commencement  of his or her second  year of service as a director  or
officer of the Company or its  Subsidiaries  and enrollment  pursuant to section
3.2.  Directors elected or appointed to the Board of Directors of the Company or
its  Subsidiaries  shall be deemed to  commence  their  service at the time such
person  assumes  office.  Officers  appointed  as officers of the Company or its
Subsidiaries  shall be deemed to commence  their service at the time such person
assumes office.

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

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

                                    ARTICLE 4

                            Deferral of Compensation

         4.1 Maximum  Deferral.  The maximum deferral amount for any participant
in any taxable year shall not exceed $15,000.00.

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

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

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


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                                    ARTICLE 5

                            Distribution of Benefits


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

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

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

                                    ARTICLE 6

                          Form of Benefit Distributions

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

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

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

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

                                    ARTICLE 7

                             Beneficiary Information

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

                                    ARTICLE 8

                               Plan Administration

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

         8.2 Ownership of Assets.  All amounts of Fees deferred  under the Plan,
all property and rights purchased with such amounts and all income  attributable
to such amounts,  property or rights shall remain  (until made  available to the
participant or beneficiary) solely the property and

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rights of the  Company or its  Subsidiaries  (without  being  restricted  to the
provision of benefits under this Plan) and shall be subject to the claims of the
Company's general creditors of the Company or applicable subsidiary.


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                                    ARTICLE 9

                        Amendment or Termination of Plan

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

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

                                   ARTICLE 10

                                  Miscellaneous

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

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

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

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

         10.5 Adoption of Plan. Adopted by the Board of Directors of the Company
at a regular  meeting  of the  Board of  Directors  on  November  27,  2000 (the
"Effective Date").


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                                    Exhibit A

                             DEFERRED FEE AGREEMENT

     THIS  AGREEMENT  is made  this  ___  day of  _______,  200_ by and  between
_________________  [North Bay Bancorp or name of subsidiary]  (the  "Provider"),
and [NAME OF DIRECTOR] (the "Director").

                                  INTRODUCTION

         North Bay Bancorp ("Company") has adopted a Deferred  Compensation Plan
(the  "Plan") for the benefit of the  directors  and officers of the Company and
its  Subsidiaries as more  particularly set forth in the Plan as approved by the
Company's Board of Directors on November 27, 2000.

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

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

                                    AGREEMENT

The Director and the Provider agree as follows:

                                    ARTICLE 1

                                   Definitions

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

                  1.1.1 "Change of Control" means the transfer of 51% or more of
the Company's outstanding voting common stock followed within twelve (12) months
by termination of the Director's  status as a member of the Provider's  Board of
Directors.

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

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

                  1.1.4 "Election Form" means the Form attached as Exhibit 1.

                  1.1.5  "Fees"  means the total  directors  fees payable to the
Director  for  attending  meetings  of the  Provider's  Board  of  Directors  or
committees thereof.

                  1.1.6 "Normal  Termination Date" means the Director  attaining
age 65 and completing ten (10) years of service.

                  1.17  "Plan   Administrator"   means  the  Plan  Administrator
appointed by the Company's Board of Directors pursuant to the Plan.

                  1.1.8 "Termination of Service" means the Director's ceasing to
be a member of the Provider's Board of Directors for any reason whatsoever.

                  1.1.9   "Years  of   Service"   means  the  total   number  of
twelve-month  periods  during  which  the  Director  serves  as a member  of the
Provider's Board of Directors.

                                    ARTICLE 2

                                Deferral Election

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

         2.2 Election Changes.

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

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deferred to more than the maximum deferral established by the Plan. The Director
may not change the form of benefit payment initially elected under Section 2.1.

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

                                    ARTICLE 3

                                Deferral Account

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

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

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

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

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

                                    ARTICLE 4

                                Lifetime Benefits

         4.1 Normal  Termination  Benefit.  Upon the  Director's  Termination of
Service on or after the Normal  Termination  Date, the Provider shall pay to the
Director the benefit described in this Section 4.1.

                  4.1.1 Amount of Benefit. The benefit under this Section 4.1 is
the Deferral Account balance at the Director's Termination of Service.

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

         4.2 Early Termination  Benefit. If the Director terminates service as a
director before the Normal Termination Date, and for reasons other than death or
Disability, the Provider shall pay to the Director the benefit described in this
Section 4.2.

                  4.2.1 Amount of Benefit. The benefit under this Section 4.2 is
calculated by recomputing  the Deferral  Account balance from its inception with
the following modifications:

                           4.2.1.1  Interest Rate  Reduction.  The interest rate
under Section 3.1.2 shall be reduced by two-hundred (200) basis points.

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

         4.3  Disability  Benefit.  If  the  Director  terminates  service  as a
director for Disability prior to the Normal  Retirement Date, the Provider shall
pay to the Director the benefit described in this Section 4.3.

                  4.3.1 Amount of Benefit. The benefit under this Section 4.3 is
the Deferral Account balance at the Director's Termination of Service.

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

         4.4  Change of  Control  Benefit.  Upon a Change of  Control  while the
Director is in the active service of the Provider, the Provider shall pay to the
Director the benefit  described in this Section 4.4 in lieu of any other benefit
under this Agreement.

                  4.4.1 Amount of Benefit. The benefit under this Section 4.4 is
the  Deferral  Account  balance  at the date of the  Director's  Termination  of
Service.

                  4.4.2 Payment of Benefit.  The Provider  shall pay the benefit
to the  Director  in a lump sum  within  sixty  (60) days  after the  Director's
Termination of Service.

         4.5 Hardship Distribution. Upon the Provider's determination (following
petition by the  Director)  that the  Director  has  suffered  an  unforeseeable
financial emergency as described in Section 2.2.2, the Provider shall distribute
to the Director all or a portion of the Deferral  Account  balance as determined
by the  Provider,  but in no event  shall the  distribution  be greater  than is
necessary to relieve the financial hardship.

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                                    ARTICLE 5

                                 Death Benefits

         5.1 Death During  Active  Service.  If the  Director  dies while in the
active  service  of the  Provider,  the  Provider  shall  pay to the  Director's
beneficiary the benefit described in this Section 5.1.

                  5.1.1 Amount of Benefit.  The benefit under Section 5.1 is the
sum of the following:

                  (a) The Deferral Account Balance at the date of the Director's
death; plus

                  (b) The amount of Fees that the Director  would have  deferred
after  the date of the  Director's  death as of the  date he or she  would  have
attained the age of 65 (without regard to the Director's years of service) based
upon the Fees the Director is deferring as of the date of the  Director's  death
together with interest as provided in Section 3.1.2 at the annual rate in effect
on the date of the Director's death.

                  5.1.2 Payment of Benefit.  The Provider  shall pay the benefit
to the beneficiary  within sixty (60) days following the Director's  death.  The
Provider shall continue to credit interest under Section 3.1.2.

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

                                    ARTICLE 6

                                  Beneficiaries

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

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


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                                    ARTICLE 7

                               General Limitations

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

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

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

                  7.2.1 Gross negligence or gross neglect of duties;

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

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

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

         7.3 Suicide. If the Director commits suicide within two years after the
date of this Agreement, or if the Director has made any material misstatement of
fact on any  application  for life  insurance  purchased  by the  Company or its
Subsidiaries.

                                    ARTICLE 8

                          Claims and Review Procedures

         8.1  Claims  Procedure.   The  Plan  Administrator   shall  notify  the
Director's beneficiary in writing, within ninety (90) days of his or her written
application  for  benefits,  of his or her  eligibility  or  noneligibility  for
benefits  under the Agreement.  If the Plan  Administrator  determines  that the
beneficiary is not eligible for benefits or full benefits,  the notice shall set
forth (1) the specific reasons for such denial,  (2) a specific reference to the
provisions of the Agreement on which the denial is based,  (3) a description  of
any additional information or material necessary for the claimant to perfect his
or her claim,  and a description of why it is needed,  and (4) an explanation of
the Agreement's claims review procedure and other appropriate  information as to
the steps to be taken if the beneficiary  wishes to have the claim reviewed.  If
the Plan Administrator determines that there are special circumstances requiring
additional  time to make a decision,  the Plan  Administrator  shall  notify the
beneficiary  of the  special  circumstances  and the date by which a decision is
expected to be made, and may extend the time for up to an additional  ninety-day
period.

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

                                    ARTICLE 9

                           Amendments and Termination

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

                                   ARTICLE 10

                                  Miscellaneous

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

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

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

         10.4 Tax  Withholding.  The Provider  shall withhold any taxes that are
required to be

                                       14
<PAGE>

withheld from the benefits provided under this Agreement.

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

         10.6 Unfunded  Arrangement.  The Director and  beneficiary  are general
unsecured  creditors  of the  Provider  for the payment of  benefits  under this
Agreement.  The benefits  represent the mere promise by the Provider to pay such
benefits.  The rights to benefits are not subject in any manner to anticipation,
alienation,  sale, transfer,  assignment,  pledge,  encumbrance,  attachment, or
garnishment  by  creditors.  Any insurance on the  Director's  life is a general
asset of the Provider to which the Director and beneficiary have no preferred or
secured claim.

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

DIRECTOR:



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

PROVIDER:

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


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


                                       15
<PAGE>

<TABLE>

                                    Exhibit 1

                             DEFERRED FEE AGREEMENT
                          Deferral and Benefit Election

I elect to defer Fees under my Deferral Fee Agreement, as follows:
<CAPTION>
======================================== ===================================== =====================================
         Amount of Deferral                      Frequency of Deferral                       Duration
======================================== ===================================== =====================================

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

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

 ___ I elect to defer $ _____              ___  Each pay period                  ___  For ___ Years
 of Fees

                                           ___  Monthly                          ___     Until the Normal
 ___ I elect not to defer Fees                                                           Termination Date
                                           ___  Quarterly

                                           ___  Semi-Annually

                                           ___  End of Year

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

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

                                 Form of Benefit

I elect to receive benefits under the Agreement in the following form:

_____  Lump sum

_____  Equal monthly installments for _______ months

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

Signature
           ------------------------------------------
Director

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

                                       16
<PAGE>

Accepted this     day of                    , 200__.
              ---       -------------------

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


                                       17