SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]      ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
         EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 1999

                                       OR

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

Commission File No. 333-93365

                                NORTH BAY BANCORP
                                -----------------
                 (Name of Small Business Issuer in its Charter)

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

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


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

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

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

                           Common Stock, No Par Value
                           --------------------------

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

                                  Yes   X   No
                                      -----    -----

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

State issuer's revenues for its most recent fiscal year: $15,465,718

State the aggregate market value of Common Stock held by non-affiliates of North
Bay Bancorp as of March 1, 2000: $27,734,875

State the number of shares of the North Bay Bancorp's  Common Stock  outstanding
as of March 1, 2000: 1,536,568

<TABLE>
<CAPTION>
<S>                                                  <C>
Documents Incorporated by Reference:
------------------------------------
1999 Annual Report to Stockholders.                  Part II, Items 6 and 7 and Part III, Item 13

Proxy Statement for 2000 Annual Meeting              Part III, Items 9, 10, 11 and 12
of Shareholders to be filed pursuant to
Regulation 14A.
</TABLE>


Transitional Small Business Disclosure Format (Check One: YES [  ] NO [X]


                                      -1-
<PAGE>

<TABLE>
<CAPTION>

                                                           TABLE OF CONTENTS
<S>                                                                                                              <C>
PART
Item 1 - Business................................................................................................ 3
Item 2 - Properties..............................................................................................27
Item 3 - Legal Proceedings.......................................................................................28
Item 4 - Submission of Matters to a Vote of Security Holders.....................................................28

PART II
Item 5 - Market for the Bank's Common Stock and Related Security Holder Matters..................................29
Item 6 - Management's Discussion and Analysis of Financial Condition and Results of Operations...................30
Item 7 - Financial Statements and Supplementary Data.............................................................30
Item 8 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure....................30

PART III
Item 9 - Directors, Executive Officers, Promoters and Control Persons Compliance.................................30
with Section 16(a) of the Exchange Act
Item 10 - Executive Compensation.................................................................................30
Item 11 - Security Ownership of Certain Beneficial Owners and Management.........................................31
Item 12 - Certain Relationships and Related Transactions.........................................................31
Item 13 - Exhibits and Reports on Form 8-K.......................................................................31
</TABLE>



                                      -2-
<PAGE>

                                     PART I

Item 1 - BUSINESS

NORTH BAY BANCORP

General

North Bay Bancorp,  headquartered in Napa,  California,  became the bank holding
company of Vintage Bank on November 1, 1999 through a corporate  reorganization.
In the reorganization,  Vintage Bank became the wholly-owned subsidiary of North
Bay and the shareholders of Vintage became  shareholders of North Bay. North Bay
is a registered bank 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.  Currently all operations of North
Bay are  conducted  through  Vintage  Bank.  Subject to  receipt  of  regulatory
approval and the completion of its current public  offering of its common stock,
North Bay  intends  to acquire  100% of the  outstanding  shares of Solano  Bank
(Proposed),   a  proposed   California   chartered  banking  corporation  to  be
headquartered in Vacaville, California.

Public Stock Offering

On December 22, 1999,  North Bay filed a registration  statement with the United
States  Securities  and Exchange  Commission  with respect to a proposed  public
offering of North Bay common stock for an aggregate consideration of $5,000,000.
The registration statement was declared effective on February 9, 2000, and North
Bay commenced an offering of up to 200,000 shares of its common stock at a price
of $25.00 per share.  The  minimum  and maximum  shares  that may  purchased  in
connection with the offering are 200 shares and 4,000 shares, respectively.

North Bay is offering its common stock through its and Vintage  Bank's  officers
and directors and the proposed  directors of Solano Bank on a best efforts basis
and will not seek the assistance of securities  dealers in connection  with this
offering. In soliciting subscriptions North Bay intends to emphasize prospective
shareholders  who are  residents  of  Solano  County  as well as a  subscriber's
potential to do business  with, or to direct  customers to, Solano Bank in order
to establish a significant shareholder constituency in Solano County. Subject to
limitations  on the minimum and maximum  numbers of shares that may be purchased
in the offering and the right of North Bay to accept or reject  subscriptions in
its sole and absolute  discretion,  preference  will be given to subscribers who
are residents of Solano County or have the potential to do business  with, or to
direct customers to, Solano Bank.

The net  proceeds  of the  offering  will be  utilized by North Bay to invest in
Solano Bank. Any excess proceeds not required to capitalize  Solano Bank will be
used for general  corporate  purposes and working  capital.  Such purposes would
include,  but not be limited to, the payment of  operating  expenses.  If Solano
Bank does not receive the requisite regulatory  approval,  all net proceeds will
be used for general corporate purposes and working capital.

North  Bay's  expenses in  connection  with this  offering  are  anticipated  to
aggregate $135,000, including legal fees, accounting fees, the fees of financial
consultants and advisors, printing costs and mailing costs. See. Item 5. "MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - Use of Proceeds."


SOLANO BANK (PROPOSED)

North Bay has filed an application  with the California  Department of Financial
Institutions  for  permission to organize a new state  chartered  bank in Solano
County,  California.  If  approved,  Solano Bank will be a member of the Federal
Reserve System headquartered in Vacaville, California with branches in Fairfield
and Benicia,  California.  It will be a  wholly-owned  subsidiary  of North Bay.
Before  acquiring  Solano Bank, North Bay must also received the approval of the
Board of Governors of the Federal Reserve System.



                                      -3-
<PAGE>

Bank Organization

In December,  1999 an  Application  for  Permission to Organize  Solano Bank was
filed  with  the  California   Commissioner  of  Financial   Institutions.   The
Commissioner   before   approving  the  application  and  after   completing  an
investigation  to ascertain the matters required by law, must determine that (a)
the proposed bank would promote the public  convenience  and advantage;  (b) the
proposed capital structure is adequate; and (c) the conditions in Solano County,
along with the  experience,  ability and standing of the proposed  directors and
officers,   afford  a  reasonable   promise  of  successful   operations.   This
determination  by the  Commissioner  does not  constitute  a  representation  or
guarantee by the Commissioner  that Solano Bank will be successful.  Solano Bank
cannot proceed to the next stage,  including in incorporating  under the laws of
the State of California until the Commissioner approves the application.

Final  licensing  of  Solano  Bank to  commence  operations  is  dependent  upon
compliance  with  certain   conditions  and  procedures  under  California  law,
including  completion of North Bay's public offering,  Solano Bank being granted
membership  in  the  Federal  Reserve  System  and  obtaining   federal  deposit
insurance.  An application for federal deposit insurance was filed with the FDIC
in January 2000. An  application  for  membership in the Federal  Reserve System
cannot be filed with the Federal Reserve until preliminary  approval is received
from the Commissioner.

Assuming  receipt  of all  regulatory  approvals,  and the  satisfaction  of any
conditions  contained in the approvals,  it is anticipated that Solano Bank will
open for business in the second  quarter of 2000,  or as soon  thereafter  as is
practicable.  However,  no assurance can be given that all regulatory  approvals
will be obtained.  Without the approval of the  Commissioner,  the FDIC, and the
Federal Reserve System, Solano Bank will not be able to open for business.

Business of Solano Bank  (Proposed)


General

As of the date of this  annual  report,  Solano Bank has not  conducted  or been
authorized to conduct a banking business.  Upon issuance of a license to conduct
a banking business by the  Commissioner,  Solano Bank will engage in the general
commercial banking business, and will accept checking and savings deposits, make
commercial,  real  estate,  auto and other  installment  and term  loans,  issue
drafts,  sell travelers'  checks and provide other customary  banking  services,
including note collection and safe deposit box rental.  Solano Bank  anticipates
attracting the majority of its loan and deposit  business from the residents and
numerous  small to medium sized  businesses  and  professional  firms located in
Fairfield,  Vacaville,  and Benicia,  California and nearby  communities  within
Solano  County.  Solano Bank does not intend to offer  international  banking or
trust services  initially or for the foreseeable  future, but it will attempt to
make such services  available to Solano Bank's customers  through  correspondent
institutions.  The  deposits  of Solano  Bank will be  insured by the FDIC up to
applicable limits. Solano Bank will be a member of the Federal Reserve System.

Management  intends that Solano Bank will provide the highest  possible level of
personalized  service to  residents  and a full range of  banking  services  for
businesses and professional firms located in Fairfield,  Vacaville,  and Benicia
and nearby communities within Solano County. Solano Bank will offer a wide range
of deposit  accounts  including  "Money Market  Deposit"  accounts which require
minimum balances and frequency of withdrawal limitations. Other accounts offered
by Solano Bank will include certificates of deposit of up to 60 months duration,
Individual Retirement Accounts and 401(k) and SERP Plans. It is anticipated that
Solano  Bank  will  engage  in a full  range of  lending  activities,  including
commercial,  consumer/installment  and real  estate  construction  loans.  It is
intended that Solano Bank will direct its commercial lending  principally toward
businesses  whose  demands  for credit will fall within  Solano  Bank's  lending
limit.  In the event there are customers  whose  commercial  loan demands exceed
Solano Bank 's lending  limits,  Solano Bank will seek to arrange for such loans
on a participation  basis with other financial  institutions,  including Vintage
Bank. Solano Bank will offer a variety of consumer loans,  including  automobile
and home equity  loans.  Solano Bank also  anticipates  making  commercial  real
estate loans and commercial lines of credit.

Solano  Bank  further  intends  to  provide  some  specialized  services  to its
customers.  These  services  will include  automated  teller  machines,  courier
deposit services to key locations or customers  throughout Solano Bank's service
area, Small Business  Administration loans and extended lobby hours. Solano Bank
reserves the right to change its



                                      -4-
<PAGE>

business  plan at any time and no assurance  can be given that, if Solano Bank's
proposed business plan is followed, it will prove successful.


Capital Accounts

The initial  capitalization  of Solano Bank will be $9,000,000 all of which will
be provided by North Bay. North Bay's investment will consist of $3,000,000 from
funds  dividended to North Bay by Vintage Bank and the net proceeds of the North
Bay public  offering.  The balance  will come from  financing  to be arranged by
North Bay from outside sources.

After  North  Bay's  investment,   Solano  Bank  will  establish   accounts  for
contributed  capital and retained  earnings.  The  following  chart shows Solano
Bank's  initial  capitalization.  All  organizational  expenses will be borne by
North Bay.

Contributed Capital - 20,000,000 Shares of Common stock          $9,000,000
     authorized, no par value, 900,000 issued
500,000 Shares of Preferred Stock authorized, no shares
     issued or outstanding
Retained earnings                                                       -0-
                                                                 ----------
Total Shareholders' Equity                                       $9,000,000



VINTAGE BANK

General

Vintage Bank is a California  corporation organized as a state chartered bank in
1984. Vintage Bank engages in commercial  banking business in Napa County,  from
its main  banking  office  located at 1500  Soscol  Avenue in Napa,  California.
Vintage Bank has two  branches,  one located at 3271 Browns  Valley Road,  Napa,
California  and the other at 3626 Bel Aire Plaza,  Napa,  California.  Automated
teller  machines  are located at all  offices,  at the Napa  Premium  Outlets on
Freeway Drive in Napa, and at Ranch Market Too in Yountville,  providing 24 hour
service.  Vintage Bank is a member of the STAR, Interlink and PLUS ATM networks,
providing  customers  with access to Point of Sale and ATM  service  world-wide.
Vintage  Bank is a member of the Federal  Reserve  System.  The deposits of each
depositor  of  Vintage  Bank  are  insured  by  the  Federal  Deposit  Insurance
Corporation up to the maximum allowed by law.

Vintage Bank offers a full range of commercial  banking  services to individuals
and the  business and  agricultural  communities  in Napa  County.  Vintage Bank
emphasizes retail commercial banking  operations.  Vintage Bank accepts checking
and savings deposits, makes consumer,  commercial,  construction and real estate
loans,  and provides other  customary  banking  services.  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 Vintage  Bank during the past
fiscal year.  Commencing in early 1993,  Vintage Bank made  annuities and mutual
funds available to its customers through an unaffiliated corporation, Protective
Financial and  Insurance  Services,  Inc.  These  products are  currently  being
offered through  Protective  Financial and one of its  affiliates,  ProEquities,
Inc. In Solano  County,  The Vintage Bank also makes  securities  and  insurance
products available through Raymond James Financial Services. Under a contractual
arrangement,  a licensed  bank employee  appointed and  supervised by Protective
Financial,  ProEquities,  Inc. and Raymond James Financial  Services handles all
annuity and mutual fund sales.

At this time,  Vintage  Bank does not offer  internet  banking;  however,  it is
currently  testing an internet  banking product which it intends to offer to its
customers in early 2000. The system will support  account  inquiries,  transfers
between accounts, and automatic reconciliation and bill payment services.

Lending Activities

Vintage Bank  concentrates  its lending  activities in commercial,  installment,
construction, and real estate loans made primarily to businesses and individuals
located in Napa  County.  At December  31, 1999,  total loans  outstanding  were

                                      -5-
<PAGE>

$122,152,461  resulting  in a loan to deposit  ratio of 70.9%.  At December  31,
1998,  Vintage Bank had total loans  outstanding of  $96,526,870  resulting in a
loan-to-deposit ratio of 59.5%.

As of December 31, 1999, Vintage Bank's loan limits to individual customers were
$2,890,000  for unsecured  loans and  $4,800,000 for unsecured and secured loans
combined. As of December 31, 1998, Vintage Bank's lending limits were $2,799,259
for unsecured loans and $4,665,431 for unsecured and secured loans combined. For
customers  desiring loans in excess of Vintage Bank's  lending  limits,  Vintage
Bank may loan on a  participation  basis with  another bank taking the amount of
the loan in excess of Vintage Bank's lending limits.

At December  31, 1999,  Vintage  Bank's  commercial  loans  outstanding  totaled
$21,463,022 (17.6% of total loans), real estate-secured commercial loans totaled
$13,010,890 10.6% of total loans),  construction  loans totaled $8,441,142 (6.9%
of total loans),  real estate loans totaled  $58,368,548 (47.8% of total loans),
and installment  loans totaled  $20,868,859  (17.1% of total loans). At December
31, 1998,  commercial  loans  outstanding  totaled  $14,410,117  (14.9% of total
loans), real  estate-secured  commercial loans totaled $6,062,585 (6.3% of total
loans), construction loans totaled $5,950,207 (6.2% of total loans), real estate
loans totaled  $51,643,406  (53.5% of total loans) and installment loans totaled
$18,460,555  (19.1% of total  loans).  At December  31, 1997,  commercial  loans
outstanding  totaled  $16,458,361  (19.9% of total loans),  real  estate-secured
commercial loans totaled  $9,610,793 (11.7% of total loans),  construction loans
totaled  $6,446,381  (7.8%  of the  total  loans),  real  estate  loans  totaled
$34,089,199  (41.3% of total loans),  and installment loans totaled  $15,918,156
(19.3% of total loans).

As of December 31, 1999, the total of undisbursed loans and similar  commitments
was  $35,079,602  as  contrasted  with  $29,548,000  as of December 31, 1998 and
$23,549,000 as of December 31, 1997.  Vintage Bank expects all but approximately
$1,521,000  of its  undisbursed  loans and similar  commitments  to be exercised
during 2000. Vintage Bank takes 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 Vintage Bank 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

Vintage Bank makes commercial loans primarily to professionals,  individuals and
businesses  in the City of Napa.  Vintage  Bank  offers 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 Vintage  Bank's 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 62% of Vintage Bank's 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 Vintage  Bank,  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 38% of Vintage Bank's 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.  Vintage  Bank's real estate
loans bear interest at rates ranging from 6.38% to 12.00% and have maturities of
thirty years or less.

Vintage Bank  established a Mortgage Loan  Department in 1987 for the purpose of
originating and servicing  residential  mortgage loans.  Most of the residential
mortgage loans originated by Vintage Bank's Mortgage Loan Department are sold to
institutional investors according to their guidelines.  Servicing of these loans
is not retained by



                                      -6-
<PAGE>

Vintage Bank, but Vintage Bank receives a loan fee. Prior to 1995,  Vintage Bank
sold the major portion of its residential  real estate loans to the Federal Home
Loan Mortgage  Corporation  commonly  referred to as Freddie Mac with  servicing
retained by Vintage  Bank. No loans were sold to Freddie Mac in 1999 or 1998. As
of December 31, 1999,  Vintage  Bank's  residential  mortgage loan portfolio was
$17,825,710  of which  $6,747,863  constitutes  loans  sold to  Freddie  Mac and
serviced by Vintage Bank. As of December 31, 1998,  Vintage  Bank's  residential
mortgage loan portfolio was $19,688,857 of which  $8,204,694  constituted  loans
sold to Freddie Mac and serviced by Vintage Bank.


Real Estate Construction Loans

Vintage Bank makes loans to finance the  construction of commercial,  industrial
and  residential  projects  and to finance  land  development.  The  majority of
Vintage  Bank's  construction  loans were made to finance  the  construction  of
residential   projects.   Vintage  Bank's   construction  loans  typically  have
maturities  of less than one year,  have a floating  rate of  interest  based on
Vintage  Bank's base rate and are  secured by first  deeds of trust.  Generally,
Vintage  Bank  does 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  construction
loans, or 75% of the appraised  value in the case of owner occupied  residential
construction loans. Commercial loans secured by real estate normally comply with
these same guidelines.

Historically,  Vintage Bank has maintained a significant percentage of its loans
in real estate  construction  loans.  As of December 31, 1999, 6.9% of the total
loan  portfolio was  represented by  construction  and land  development  loans,
compared  with 6.3% as of December 31, 1998 and 7.8% as of December 31, 1997 and
higher concentrations in the previous three years. This decline in concentration
reflects  a  change  in  the  construction  environment.  Although  construction
activity has increased  substantially during the past two years, it is dominated
by large scale contractors not using local sources of funding.


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

Vintage  Bank's  lending  policies  and  procedures  are  established  by senior
management  of  Vintage  Bank  and are  approved  by  Vintage  Bank's  Board  of
Directors. Vintage Bank's Board of Directors has established internal procedures
which limit loan approval authority of its loan officers. The Board of Directors
has  delegated  some lending  authority to  executive  and loan  officers and an
internal loan committee  consisting of two executive  officers and selected loan
officers.

The  Directors'  Loan  Committee must approve all new loans and loan renewals in
excess of  specified  amounts.  This  includes any loan in excess of $500,000 if
secured  by a  residential  first  deed of trust or  $400,000  if  secured  by a
commercial  first deed of trust,  $400,000 if secured by a second deed of trust,
$300,000 if unsecured or secured by equipment, receivables,  inventory, or other
personal  property.  Further,  any loan not substantially  conforming to Vintage
Bank's  written loan policy must be approved by the Directors'  Loan  Committee.
Loans to directors  and executive  officers of Vintage Bank or their  affiliates
must be approved in all  instances by a majority of the Board of  Directors.  In
accordance with law,  directors and officers are not permitted to participate in
the  discussion of or to vote on loans made to them or their related  interests.
In addition,  loans to directors and officers must be made on substantially  the
same terms,  including  interest  rates and  collateral  requirements,  as those
prevailing for comparable  transactions with other nonaffiliated  persons at the
time each loan was made,  subject to the  limitations  and other  provisions  in
California  and Federal  law.  These  loans also must not involve  more than the
normal risk of collectibility or present other unfavorable features.


                                      -7-
<PAGE>

Deposits

Napa County south of Oak Knoll Avenue constitutes Vintage Bank's primary service
area and most of Vintage  Bank's  deposits are attracted  from the Napa area. No
material  portion of Vintage  Bank's  deposits has been  obtained  from a single
person or a few  persons,  the loss of any one or more of which  have a material
effect on the business of Vintage Bank.  Total  deposits as of December 31, 1999
were  $172,380,039  Total  deposits as of December  31, 1998 were  $162,173,206.
Vintage Bank offers a courier  service in the North Napa County area,  including
Yountville  and St.  Helena and  throughout  the City of Napa and Southern  Napa
County.  Management anticipates that this courier service will increase deposits
from north of Vintage Bank's current primary market area.


Business Hours

In order to attract  loan and deposit  business,  Vintage Bank  maintains  lobby
hours at its  Main  Office  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.  Both 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,  and between 9:00 a.m. and 1:00 p.m.
on Saturday.


Employees

At December 31, 1999,  Vintage Bank employed  eighty five (85)  persons,  twenty
four (24) of whom are part-time employees, including five (5) executive officers
and twenty (20) other  officers.  At December  31, 1998,  Vintage Bank  employed
eighty  seven (87)  persons,  eighteen  (18) of whom were  part-time  employees,
including five (5) executive  officers and sixteen (16) other officers.  None of
Vintage Bank's employees is presently  represented by a union or covered under a
collective  bargaining  agreement.  Management  of  Vintage  Bank  believes  its
employee relations are excellent.


STATISTICAL DATA

The following  statistical data should be read in conjunction with  Management's
Discussion and Analysis of Financial  Condition and Results of  Operations,  and
the financial  statements and notes thereto  included in 1999 audited  financial
statements incorporated herein by reference.


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

The following  table sets forth average daily  balances of assets,  liabilities,
and  shareholders'  equity during 1999, 1998 and 1997, along with total interest
income  earned and expense  paid,  and the average  yields  earned or rates paid
thereon and the net interest  margin for the years ended December 31, 1999, 1998
and 1997.


                                      -8-
<PAGE>

<TABLE>
<CAPTION>

                                                        December 31, 1999                     December 31, 1998
                                                        -----------------                     -----------------
                                                   Average      Income/      Average     Average      Income/     Average
                                                   Balance      Expense     Yield/Rate   Balance      Expense     Yield/Rate
                                              ------------------------------------------------------------------------------
<S>                                           <C>             <C>             <C>       <C>          <C>             <C>
ASSSETS

 Loans  (1)  (2)                              $110,609,432    $9,818,961      8.88%    $89,057,414   $8,465,003      9.51%
 Investment securities:
   Taxable                                      46,262,004     2,980,760      6.44%     38,917,590    2,472,704      6.35%
   Non-taxable (3)                              14,146,831       903,398      6.39%     10,056,956      655,165      6.51%
                                                ----------       -------                -----------    --------

TOTAL LOANS AND  INVESTMENT SECURITIES         171,018,267    13,703,119      8.01%    138,031,960   11,592,872      8.40%

 Due from banks, time                              125,000         6,947      5.56%        200,000       11,018      5.51%
 Federal funds sold                              3,089,490       192,223      6.22%     12,355,606      461,039      3.73%
                                                 ---------       -------               -----------     --------

TOTAL EARNING ASSETS                          $174,232,757   $13,902,289      7.98%    150,587,566  $12,064,929      8.01%
                                              ------------   -----------               -----------  -----------
 Cash and due from banks                         9,790,202                              10,107,541
 Allowance for loan losses                      (1,882,877)                             (1,639,488)
 Premises and equipment, net                     2,802,875                               2,837,042
 Accrued interest receivable
   and other assets                              5,901,102                               5,280,858
                                                 ---------                              ----------
TOTAL ASSETS                                  $190,844,059                            $167,173,519
                                              ============                            ============

LIABILITIES AND SHAREHOLDERS' EQUITY

 Deposits:
   Interest bearing demand                     $58,440,048    $1,338,642      2.29%    $48,570,740   $1,104,570      2.27%
   Savings                                      15,931,371       298,280      1.87%     13,572,370      246,590      1.82%
   Time                                         54,217,935     2,530,100      4.67%     50,422,099    2,640,666      5.24%
                                                ----------     ---------               -----------   ----------

 TOTAL DEPOSITS                                128,589,354     4,167,022      3.24%    112,565,209    3,991,826      3.55%

                                                 3,783,333       197,069      5.21%              0            0      0.00%

TOTAL INTEREST BEARING
 LIABILITIES                                  $132,372,687    $4,364,091      3.30%    112,565,209   $3,991,826      3.55%
                                              ------------    ----------                ----------   ----------

 Noninterest bearing DDA                        39,988,858                              37,870,860
 Accrued interest payable
   and other liabilities                         1,214,180                               1,100,279
 Shareholders' equity                         17,268,334                                15,637,171
                                              ------------                              ----------

TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY                         $190,844,059                            $167,173,519
                                              ============                            ============

NET INTEREST INCOME                                           $9,538,198                             $8,073,103
                                                              ==========                             ==========
NET INTEREST INCOME TO
AVERAGE EARNING ASSETS
(Net Interest Margin (4))                                          5.47%                                  5.36%


</TABLE>
<TABLE>
<CAPTION>

                                                         December 31, 1997
                                             ----------------------------------------
                                                   Average      Income/   Average
                                                   Balance      Expense   Yield/Rate
                                             ----------------------------------------
<S>                                             <C>           <C>              <C>
ASSETS

 Loans  (1)  (2)                               $78,975,833    $7,537,434       9.54%
 Investment securities:
   Taxable                                      32,603,372     2,144,912       6.58%
   Non-taxable (3)                               4,153,167       327,404       7.88%
                                               -----------    ----------

TOTAL LOANS AND  INVESTMENT SECURITIES         115,732,372    10,009,750       8.65%

 Due from banks, time                              200,000        11,443       5.72%
 Federal funds sold                              3,232,170       142,480       4.41%
                                               -----------    ----------

TOTAL EARNING ASSETS                           119,164,542   $10,163,673       8.53%
                                               -----------    ----------
 Cash and due from banks                         9,615,681
 Allowance for loan losses                      (1,617,445)

 Premises and equipment, net                     3,031,847
 Accrued interest receivable
   and other assets                              3,111,061
                                                 ---------
TOTAL ASSETS                                  $133,305,686
                                              ============

LIABILITIES AND SHAREHOLDERS' EQUITY

 Deposits:
   Interest bearing demand                     $32,836,482      $595,046       1.81%
   Savings                                      12,577,868       254,568       2.02%
   Time                                         43,766,802     2,265,651       5.18%
                                                ----------    ----------

 TOTAL DEPOSITS                                 89,181,152     3,115,265       3.49%

                                                   942,133        26,240       2.79%

TOTAL INTEREST BEARING
 LIABILITIES                                    90,123,285    $3,141,505       3.49%
                                                ----------    ----------

 Noninterest bearing DDA                        29,196,839
 Accrued interest payable
   and other liabilities                           904,053
 Shareholders' equity                           13,081,509
                                                ----------

TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY                         $133,305,686
                                              ============

NET INTEREST INCOME                                           $7,022,168
                                                              ==========
NET INTEREST INCOME TO
AVERAGE EARNING ASSETS
(Net Interest Margin (4))                                          5.89%


                                      -9-
<PAGE>

<FN>

(1) Average loans include nonaccrual loans.

(2) Loan interest income includes loan fee income of $671,247 in 1999,  $699,540
in 1998 and $452,288 in 1997.

(3) Average yields shown are  taxable-equivalent.  On a non- taxable basis, 1999
income was $689,683  with an average yield of 4.88%,  1998  interest  income was
$496,666 with an average yield of 4.94%; in 1997 non-taxable income was $249,000
and the average yield was 6.00% and in 1996 non-taxable  income was $277,984 and
the average yield was 6.00% and for the period of 1999,  annualized  non-taxable
income was $685,607 and the average yield was 5.08%

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


                                      -10-
<PAGE>


<TABLE>

                 Summary of Changes in Interest Earned and Paid

The following  table sets forth a summary of the changes in interest  earned and
interest paid in December 31, 1999 over 1998;  December 31, 1998 over 1997;  and
December 31, 1997 over 1996  resulting  from  changes in assets and  liabilities
volumes and rates.  The change in interest  due to both rate and volume has been
allocated in proportion to the relationship of absolute dollar amounts of change
in each.

<CAPTION>

                                            1999 Over 1998                 1998 over 1997                 1997 Over 1996
                                            --------------                ---------------                ---------------
                                 Volume       Rate        Total      Volume        Rate     Total    Volume       Rate    Total
                            ------------------------------------ ----------  ---------------------------------------------------
<S>                          <C>         <C>        <C>         <C>         <C>          <C>       <C>        <C>        <C>
Increase (Decrease) In
 Interest and Fee Income

   Time Deposits With Other
    Financial Institutions     ($4,128)       $57     ($4,071)         $0       ($425)      ($425)        $0      ($271)    ($271)

   Investment Securities:
     Taxable                   464,933     43,123     508,056     415,865     (88,073)    327,792    378,506     81,119   459,625
     Non-Taxable (1)           265,794    (17,561)    248,233     465,084    (137,323)    327,761    (37,715)       550   (37,156)
   Federal Funds Sold         (345,801)    76,985    (268,816)    402,402     (83,843)    318,559   (427,477)   (33,027) (460,504)
   Loans                     2,053,954   (699,996)  1,353,958     958,643     (31,074)    927,569  1,353,509   (391,740)  961,769
                            ----------  ---------  ----------  ----------  ----------   --------- ----------  ---------  --------
   Total Interest and Fee
     Income                  2,434,752   (597,392)  1,837,360   2,241,994    (340,738)  1,901,256  1,266,823   (343,369)  923,454
                            ----------  ---------  ----------  ----------  ----------   --------- ----------  ---------  --------


Increase (Decrease) In
 Interest Expense

   Deposits:
     Interest Bearing
     Transaction Accounts      222,019     12,053     234,072     284,084     225,440     509,524     58,580    (15,713)   42,867
     Savings                    43,361      8,329      51,690      19,594     (27,572)     (7,978)    22,458    (10,825)   11,633
     Time Deposits             200,354   (310,920)   (110,566)    346,214      28,801     375,015    181,737     16,037   197,774
                            ----------  ---------  ----------  ----------  ----------   --------- ----------  ---------  --------
   Total Deposits              465,734   (290,538)    175,196     649,892     226,669     876,561    262,775    (10,501)  252,274

   Short-term Borrowings       105,555     91,514     197,069     (26,240)          0     (26,240)   (65,019)   (27,367)  (92,386)
                            ----------  ---------  ----------  ----------  ----------   --------- ----------  ---------  --------
   Total Interest Expense      571,289   (199,024)    372,265     623,652     226,669     850,321    197,756    (37,868)  159,888
                            ----------  ---------  ----------  ----------  ----------   --------- ----------  ---------  --------
   Net Interest Income      $1,863,463  ($398,368) $1,465,095  $1,618,342   ($567,407) $1,050,935 $1,069,067  ($305,501) $763,566
                            ==========  =========  ==========  ==========  ==========   ========= ==========  =========  ========

<FN>
(1) The  interest  earned is  taxable-equivalent.  On a  non-taxable  basis 1999
interest was $193,017  more than 1998;  1998  interest  income was $248,666 more
than in 1997; and 1997 interest income was $28,984 less than in 1996.
</FN>
</TABLE>


                                      -11-
<PAGE>


Investment Securities

The following tables show the book value of investment securities as of December
31, 1999, 1998 and 1997.

                                         Book Value as of December 31, 1999
                                         ----------------------------------

                                         Held to Maturity     Available-for-Sale
                                         ----------------     ------------------

Securities of the U. S. Treasury and
   Government Agencies                         $         0           $10,383,943
Mortgage Backed Securities                               0            19,977,328
Equity Securities                                        0               924,750
Municipal Securities                             1,389,964            12,364,934
Corporate Debt Securities                                0            11,613,488
                                               -----------           -----------
                                               $ 1,389,964           $55,264,443
                                               ===========           ===========

                                         Book Value as of December 31, 1998
                                         ----------------------------------

                                         Held to Maturity     Available-for-Sale
                                         ----------------     ------------------

Securities of the U. S. Treasury and
   Government Agencies                        $         0            $11,703,432
Mortgage Backed Securities                              0             23,572,792
Equity Securities                                       0                777,200
Municipal Securities                           13,512,384                      0
Corporate Debt Securities                               0             12,452,234
                                              -----------            -----------
                                              $13,512,384            $48,505,658
                                              ===========            ===========

                                         Book Value as of December 31, 1997
                                         ----------------------------------

                                         Held to Maturity     Available-for-Sale
                                         ----------------     ------------------

Securities of the U. S. Treasury and
   Government Agencies                         $        0            $ 7,588,574
Mortgage Backed Securities                              0             18,536,012
Equity Securities                                       0                688,400
Municipal Securities                            4,017,714                      0
Corporate Debt Securities                               0              8,736,291
                                               ----------            -----------
                                               $4,017,714            $35,549,277
                                               ==========            ===========


                                      -12-
<PAGE>


<TABLE>
The following  tables provide a summary of the  maturities and weighted  average
yields of investment securities as of December 31, 1999, 1998, and 1997.

                                              MATURITY AND WEIGHTED AVERAGE YIELD
                                                 OF INVESTMENT SECURITIES AS OF
                                                       DECEMBER 31, 1999

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

Securities of the US Treasury
   and other
   US Government Agencies          $3,003,975  6.35%  $7,379,968  5.26%         $0    0.00%          $0   0.00% $10,383,943   5.58%
Mortgage-Backed Securities (2)              0  0.00%     972,018  6.71%    214,319    6.80%  18,790,991   6.59%  19,977,328   6.60%
Equity Securities                           0  0.00%           0  0.00%          0    0.00%     924,750   5.91%     924,750   5.91%
Municipal Securities (1)              131,756  9.18%   1,799,408  7.43%  5,377,872    6.22%   5,055,898   6.77%  12,364,934   6.65%
Corporate Debt Securities           2,005,394  6.78%   4,967,583  5.98%  1,931,563    6.01%   2,708,948   6.67%  11,613,488   6.28%
                                    ---------  -----   ---------  -----  ---------    -----   ---------   -----  ----------   -----
TOTAL                              $5,141,125  6.59% $15,118,977  5.85% $7,523,754    6.18% $27,480,587   6.61% $55,264,443   6.34%

HELD TO MATURITY SECURITIES:

Municipal Securities (1)                   $0  0.00%          $0  0.00%         $0    0.00%  $1,389,964   8.77%  $1,389,964   8.77%
                                           --  -----          --  -----         --    -----  ----------   -----  ----------   -----
TOTAL                                      $0  0.00%          $0  0.00%         $0    0.00%  $1,389,964   8.77%  $1,389,964   8.77%

<FN>
(1) The maturity of mortgage-backed securities is based on contractual maturity.
    The average expected life is approximately four and one half years.

(2) Yields shown are taxable-equivalent.
</FN>
</TABLE>

<TABLE>

                                                 MATURITY AND WEIGHTED AVERAGE YIELD
                                                   OF INVESTMENT SECURITIES AS OF
                                                          DECEMBER 31, 1998
<CAPTION>

                                                         AFTER ONE     AFTER FIVE
                                      IN ONE YEAR         THROUGH       THROUGH                    AFTER
                                        OR LESS         FIVE YEARS      TEN YEARS                TEN YEARS             TOTAL
                                     AMOUNT   YIELD    AMOUNT   YIELD    AMOUNT     YIELD      AMOUNT    YIELD    AMOUNT     YIELD
                                     ------   -----    ------   -----    ------     -----      ------    -----    ------     -----
<S>                                <C>         <C>    <C>         <C>   <C>          <C>   <C>            <C>   <C>           <C>

AVAILABLE FOR SALE SECURITIES:

Securities of the US Treasury
   and other
   US Government Agencies          $2,029,688  6.31%  $9,673,744  5.79%         $0    0.00%          $0   0.00% $11,703,432   5.88%
Mortgage-Backed Securities (1)              0  0.00%   1,627,649  6.74%    666,154    6.41%  21,278,989   6.64%  23,572,792   6.64%
Equity Securities                           0  0.00%           0  0.00%          0    0.00%     777,200   5.66%     777,200   5.66%
Corporate Debt Securities           1,499,700  5.29%   6,364,305  6.29%  1,034,590    6.19%   3,553,639   6.61%  12,452,234   6.25%
                                    ---------  -----   ---------  -----  ---------    -----   ---------   ----- -----------   -----
TOTAL                              $3,529,388  5.88% $17,665,698  6.06% $1,700,744    6.28% $25,609,828   6.61% $48,505,658   6.34%

HELD TO MATURITY SECURITIES:

Municipal Securities (2)                   $0  0.00%  $1,513,655  8.13% $4,839,580    6.56%  $7,159,149   6.67% $13,512,384   6.79%
                                           --  -----  ----------  ----- ----------    -----  ----------   ----- -----------   -----
TOTAL                                      $0  0.00%  $1,513,655  7.75% $4,839,580    8.74%  $7,159,149   7.55% $13,512,384   6.79%

<FN>
(1) The maturity of mortgage-backed securities is based on contractual maturity.
    The average expected life is approximately four and one half years.

(2) Yields shown are taxable-equivalent.
</FN>
</TABLE>


                                                                -13-
<PAGE>


<TABLE>

                                              MATURITY AND WEIGHTED AVERAGE YIELD
                                                 OF INVESTMENT SECURITIES AS OF
                                                       DECEMBER 31, 1997

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

Securities of the US Treasury
   and other
   US Government Agencies                  $0  0.00%  $7,588,574  6.19%         $0    0.00%          $0   0.00%  $7,588,574   6.19%
Mortgage-Backed Securities (2)              0  0.00%     618,923  6.11%  2,900,612    6.68%  15,016,477   6.91%  18,536,012   6.85%
Equity Securities                           0  0.00%           0  0.00%          0    0.00%     688,400   5.38%     688,400   5.38%
Corporate Debt Securities (1)       1,693,004  5.60%   4,064,380  6.48%    424,112    6.42%   2,554,795   6.71%   8,736,291   6.37%
                                    ---------  -----   ---------  -----    -------    -----   ---------   -----   ---------   -----
TOTAL                              $1,693,004  5.60% $12,271,877  6.28% $3,324,724    6.65% $18,259,672   6.82% $35,549,277   6.56%

HELD TO MATURITY SECURITIES:

Municipal Securities (1)            $416,519,  8.82%    $923,477  7.75% $1,679,174    8.74%    $998,543   7.55%  $4,017,713   8.23%
                                    ---------  -----    --------  ----- ----------    -----    --------   -----  ----------   -----
TOTAL                                $416,519  8.81%    $923,477  7.75% $1,679,174    8.74%    $998,543   7.55%  S4,017,713   8.23%

<FN>
(1) The maturity of mortgage-backed securities is based on contractual maturity.
    The average expected life is approximately four and one half years.

(2) Yields shown are taxable-equivalent.
</FN>
</TABLE>



                                                                -14-
<PAGE>



                                               LOAN PORTFOLIO
<TABLE>
Composition of Loans

The  following  table shows the  composition  of loans as of December  31, 1999,
1998, 1997, 1996 and 1995.

<CAPTION>

                                                1999               1998            1997              1996              1995
                                                ----               ----            ----              ----              ----
<S>                                         <C>                <C>                <C>                <C>                <C>
Commercial Loans                            $ 21,463,022       $ 14,410,117       $ 16,458,361       $ 13,609,827       $ 12,025,706
Commercial Loans Secured by
    Real Estate                               13,010,890          6,062,585          9,610,793          9,262,856          8,993,636
Installment Loans                             20,868,859         18,460,555         15,918,156         13,331,160         11,445,283
Real Estate Loans                             58,368,548         51,643,406         34,089,199         29,991,166         23,170,533
Construction Loans                             8,441,142          5,950,207          6,446,381          6,059,766          9,061,079
                                            ------------       ------------       ------------       ------------       ------------
                                             122,152,461         96,526,870         82,522,890         72,254,775         64,696,237
Less - Allowance  for
 Loan Losses                                   1,986,931          1,751,693          1,532,128          1,474,437          1,326,186
                                            ------------       ------------       ------------       ------------       ------------
                                            $120,165,530       $ 94,775,177       $ 80,990,762       $ 70,780,338       $ 63,370,051
                                            ============       ============       ============       ============       ============
</TABLE>



<TABLE>
The following  table shows  maturity  distribution  of loans and  sensitivity in
interest rates as of December 31, 1999
<CAPTION>

                                                                            AFTER ONE
                                                    IN ONE YEAR                THROUGH                  AFTER
                                                        OR LESS             FIVE YEARS             FIVE YEARS                  TOTAL
                                                   ---------------------------------------------------------------------------------
<S>                                                <C>                    <C>                    <C>                    <C>
Commercial (Including
 Real Estate Secured)                              $ 12,504,837           $ 10,035,549           $ 11,933,526           $ 34,473,912
Installment                                          16,418,193              2,842,641              1,608,025             20,868,859
Real Estate                                           5,609,835             18,166,847             34,591,866             58,368,548
Construction                                          7,017,129                316,038              1,107,975              8,441,142
                                                   ------------           ------------           ------------           ------------
                                                   $ 41,549,994           $ 31,361,075           $ 49,241,392           $122,152,461
                                                   ============           ============           ============           ============

</TABLE>

<TABLE>
<CAPTION>
The following  table shows maturity  sensitivity to changes in interest rates as
of December 31, 1999 .
<S>                                                         <C>                 <C>                 <C>                 <C>
Loans With Fixed Interest Rates                             $  9,171,730        $ 24,391,388        $ 38,295,357        $ 71,858,475
Loans With Floating Interest Rates                            32,378,264           6,969,687          10,946,035          50,293,986
                                                            ------------        ------------        ------------        ------------
                                                            $ 41,549,994        $ 31,361,075        $ 49,241,392        $122,152,461
                                                            ============        ============        ============        ============
</TABLE>


Nonaccrual Past Due and Restructured Loans


Nonaccrual  loans were $88,694,  $466,051,  $582,154 and $454,931 as of December
31, 1998, 1997, 1996, and 1995, respectively.  There were no nonaccrual loans as
of December 31, 1999. The Vintage Bank held no OREO as



                                      -15-
<PAGE>

December  31,  1999,  1998,  1997,  or 1995.  OREO held at December 31, 1996 was
$342,037,  which was a single loan on commercial undeveloped land. There were no
loans accruing  interest 90 days past due as of December 31, 1999,  1998,  1997,
1996 or 1995. There are no loans upon which principal and interest payments were
90 days past due at December  31, 1999 and with respect to which  serious  doubt
existed as to the  ability  of the  borrower  to comply  with the  present  loan
payment terms.


<TABLE>
The following table sets forth the amount of the bank's non-performing assets as
of the dates indicated:

<CAPTION>
                                                                             December 31,
                                                          1999        1998       1997       1996       1995

<S>                                                          <C>    <C>       <C>        <C>        <C>
Nonaccrual loans                                             0      88,694    466,051    582,154    454,931
Accruing loans past due 90 days or more                      0           0          0          0          0
      Total nonperforming loans                              0      88,694    466,051    582,154    454,931
Other real estate owned                                      0           0          0    342,037          0
      Total nonperforming assets                             0      88,694    466,051    924,191    454,931
Nonperforming loans to total loans                          NA       0.09%      0.56%      0.80%      0.70%

Allowance for loan losses to nonperforming loans            NA       1975%       329%       253%       292%

Nonperforming assets to total assets                        NA       0.05%      0.35%      0.77%      0.44%

Allowance for loan losses to nonperforming assets           NA       1975%       329%       160%       292%

</TABLE>

                                      -16-
<PAGE>


The following  tables  summarize the allocation of the allowance for loan losses
between loan types at December 31, 1999, 1998, 1997, 1996 and 1995.
<TABLE>
<CAPTION>

                                                               December 31, 1999

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

<TABLE>
<CAPTION>

                                                              December 31, 1998

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

</TABLE>
<TABLE>
<CAPTION>

                                                              December 31, 1997

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

</TABLE>

                                      -17-
<PAGE>


<TABLE>
<CAPTION>
                                                              December 31, 1996

                                        Composition of Loans    Amount Allocated for   Percentage of Loans
                                                                         Loan Losses    in Each Cateory to
                                                                                               Total Loans
<S>                                              <C>                     <C>                        <C>
Commercial Loans                                 $13,609,827             $   277,194                 18.8%
Commercial Loans Secured by
    Real Estate                                    9,262,856                 188,728                 12.8%
Installment Loans                                 13,331,160                 272,771                 18.5%
Real Estate Loans                                 29,991,166                 611,891                 41.5%
Construction Loans                                 6,059,766                 123,853                  8.4%
                                                 -----------              ----------                100.0%
                                                  72,254,775
Less Allowance for Loan Losses                     1,474,437              $1,474,437
                                                 -----------              ----------
                                                 $70,780,338
                                                 ===========

</TABLE>

<TABLE>
<CAPTION>

                                                              December 31, 1995

                                        Composition of Loans    Amount Allocated for   Percentage of Loans
                                                                         Loan Losses    in Each Cateory to
                                                                                               Total Loans
<S>                                              <C>                     <C>                        <C>
Commercial Loans                                 $12,025,706             $   246,671                 18.6%
Commercial Loans Secured by
    Real Estate                                    8,993,636                 184,340                 13.9%
Installment Loans                                 11,445,283                 234,735                 17.7%
Real Estate Loans                                 23,170,533                 474,774                 35.8%
Construction Loans                                 9,061,079                 185,666                 14.0%
                                                 -----------              ----------                100.0%
                                                  64,696,237
Less Allowance for Loan Losses                     1,326,186              $1,326,186
                                                 -----------              ----------
                                                 $63,370,051
                                                 ===========

</TABLE>


                                      -18-
<PAGE>

<TABLE>

                                                  Summary of Loan Loss Experience


The following table provides a summary of Vintage Bank's loan loss experience as
of December 31, 1999, 1998, 1997, 1996, and 1995.

<CAPTION>

                                                                               December 31,
                                                                               ------------
                                                 1999             1998             1997            1996                1995
                                                 ----             ----             ----            ----                ----
<S>                                            <C>               <C>             <C>             <C>                <C>
Average loans for the period                   $110,609,432      $89,057,414     $78,975,833     $65,473,343        $57,202,247
Loans outstanding at end
    of  period                                  122,152,461       96,526,870      82,522,890      72,254,775         64,696,237

Allowance for Loan Losses

Balance, beginning of period                      1,751,693        1,532,128       1,474,437       1,326,186          1,167,606

Less loans charged off:
    Real Estate loans                                12,776            7,300         155,079         125,295                185
    Commercial loans                                      0           38,030          35,806               0             28,942
    Installment loans                                11,606           13,880           5,018           2,224              3,960
                                                 ----------       ----------      ----------      ----------         ----------
Total loans charged off                              24,382           59,210         195,903         127,519             33,087

Recoveries:
    Real Estate loans                                     0              700             800               0                  0
    Commercial loans                                  6,615           36,592          12,365          33,509              9,520
    Installment loans                                13,005            1,483             429           2,261              2,147
                                                 ----------       ----------      ----------      ----------         ----------
Total recoveries                                     19,620           38,775          13,594          35,770             11,667

Net loans charged off (recovered)                     4,762           20,435         182,309          91,749             21,420


Provision for loan losses                           240,000          240,000         240,000         240,000            180,000
                                                 ----------       ----------      ----------      ----------         ----------

Balance, end of period                           $1,986,931       $1,751,693      $1,532,128      $1,474,437         $1,326,186
                                                 ==========       ==========      ==========      ==========         ==========

Net loans charged off
    to average loans by types:
       Real Estate loans                              .001%            .007%           .195%           .191%              .000%
       Commercial loans                              (.006%)           .002%           .030%          (.051%)             .034%
       Installment loans                              .001%            .014%           .006%           .000%              .003%

Net losses  to average loans outstanding              .004%            .023%           .231%           .140%              .037%

</TABLE>

                                                                         -19-
<PAGE>


<TABLE>
TIME DEPOSITS

The following  table sets forth the maturity of time  certificates of deposit of
$100,000 or more at December 31, 1999 1998 and 1997.

<CAPTION>

                                    1999                      1998                       1997
                                    ----                      ----                       ----

<S>                        <C>                <C>        <C>           <C>           <C>            <C>
3 Months or Less           $11,927,749        54.4%      $8,177,036    46.9%         $7,258,193     49.2%

Over 3 through
6  Months                    7,126,652        32.5%       5,514,648    31.6%          4,330,679     29.3%

Over 6 Months through
12 Months                    2,001,570         9.1%       2,279,043    13.1%          1,930,251     13.1%

Over 12 Months                 865,947         4.0%       1,472,686     8.4%          1,246,253      8.4%
                           -----------         ---      -----------     ---         -----------      ---
                           $21,921,918         100%     $17,443,413     100%        $14,765,376      100%
                           ===========         ====     ===========     ====        ===========      ====

</TABLE>

                              SHORT TERM BORROWINGS

As of December 31, 1999,  Vintage Bank has borrowed  funds from the Federal Home
Loan Bank of San Francisco on the following terms;:

              Borrowings                Rate                       Due
              ----------                ----                       ---

              $2,900,000                5.46%               January 18, 2000
               2,100,000                5.50%               January 18, 2000


RETURN ON EQUITY AND ASSETS


The following  sets forth key ratios for the periods  ending  December 31, 1999,
1998 and 1997.

                                                 1999        1998        1997
                                                -----       -----       -----
Net Income as a Percentage of
    Average Assets                               1.44%       1.29%       1.39%
Net Income as a Percentage of
    Average Equity                              15.52%      13.45%      14.17%
Average Equity as a Percentage
    of Average Assets                            9.25%       9.59%       9.81%
Dividends Declared Per Share
    as a Percentage of Net
    Income Per share                            11.76%      14.18%      14.71%


COMPETITION

As of December 31, 1999, the Napa area contained  twenty three (23)  competitive
banking offices  (including Vintage Bank) three (3) offices of savings banks and
savings and loan associations and five (5) offices of credit unions.

As of December 31, 1999,  Fairfield contained thirteen (13) competitive banking,
no offices of  savings  banks and  savings  and loan  associations  and ten (10)
offices of credit unions;  Vacaville contained nine (9) competitive  banking, no
offices of savings banks and savings and loan  associations and five (5) offices
of credit unions; and Benicia


                                      -20-
<PAGE>

contained six (6) competitive  banking,  no offices of savings banks and savings
and loan associations and no offices of credit unions.

Vintage  Bank  relies,  and  Solano  Bank  will  rely,  substantially  on  local
promotional  activity,   personal  contacts  by  its  officers,   directors  and
employees, referrals by its customers and shareholders, personalized service and
its reputation in the communities it serves to compete effectively.

The banking  business in California,  including  Vintage Bank's primary  service
area, and Solano Bank's  proposed  primary  service area, is highly  competitive
with  respect to both loans and  deposits  and is  dominated by major banks with
billions  of  dollars in  deposits  and  extensive  branch  systems  over a wide
geographic  area within  California.  These major banks offer  certain  services
(such as trust,  investment,  interstate and international  bank services) which
Vintage Bank does not, and Solano Bank will not,  offer  directly.  By virtue of
their higher total  capitalization,  the major banks have  substantially  higher
lending limits than Vintage Bank has and Solano Bank will have.

Further,  Vintage Bank competes  directly with one other  community  bank,  Napa
National Bank. On November 19. 1999, Napa National  announced its acquisition by
Wells Fargo Bank to be completed  during the first  quarter of 2000,  subject to
satisfaction of conditions.  A sale of Napa Valley Bank to WestAmerica  Bancorp,
consummated  in 1993,  contributed  to Vintage  Bank's  growth in 1993 and 1994.
Vintage Bank's broad community ownership,  low employee turnover and emphasis on
personalized and prompt service  contributed to Vintage Bank's deposit growth in
1998 and these  attributes are expected to support  continued  growth of Vintage
Bank.

Vintage Bank  competes,  and Solano Bank will compete,  directly with respect to
loan business with other  commercial  banks,  savings and loan  associations and
other financial institutions,  including finance companies, insurance companies,
mortgage  companies,  pension  funds,  credit  unions  and  other  consumer  and
commercial  lenders  doing  business in Napa  County.  As of December  31, 1998,
Vintage Bank held an estimated  19.2% of the total bank  deposits in its primary
market.

From time to time,  legislation  is proposed or enacted  which has the effect of
increasing  the cost of  doing  business,  limiting  permissible  activities  or
affecting  the   competitive   balance   between   banks  and  other   financial
institutions.  The recent enactment of interstate  banking in California and the
more recent elimination of statutory barriers separating the banking,  insurance
and securities  industries  provide further  competition for North Bay,  Vintage
Bank and Solano Bank.  It is difficult to predict the  competitive  impact these
and other changes in legislation  will have on commercial  banking in general or
on the businesses of North Bay and the Banks in particular. See "Supervision and
Regulation."

SUPERVISION AND REGULATION

North Bay

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


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


North Bay 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.
Recently  enacted  federal  legislation,  known as the  Gramm-Leach-Bliley  Act,
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


                                      -21-
<PAGE>

broader powers than a bank holding company,  specifically  including the ability
to own securities and insurance companies in addition to financial institutions.
North Bay is generally prohibited from acquiring direct or indirect ownership or
control of more than 5% of the voting shares of any company  unless that company
is engaged in such authorized  activities and the Federal  Reserve  approves the
acquisition.


North Bay 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 Vintage
Bank may not  condition  an extension  of credit on a customer  obtaining  other
services provided by it, North Bay 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 Vintage Bank
and its affiliates.  As affiliates,  Vintage Bank and North Bay are subject, and
Solano Bank will be subject,  with  certain  exceptions,  to the  provisions  of
federal law imposing  limitations on and requiring  collateral for extensions of
credit by Vintage and Solano Bank to any affiliate.


The Banks

As a California  state-chartered  bank,  Vintage Bank is subject to , and Solano
Bank will be subject to, regulation, supervision and periodic examination by the
California  Department  of  Financial  Institutions.  As a member of the Federal
Reserve  System,  Vintage  Bank is, and  Solano  Bank will be,  also  subject to
regulation,  supervision and periodic examination by the Federal Reserve Bank of
San Francisco.  Vintage Bank's deposits are, and Solano Bank's deposits will be,
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 its 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.
Vintage Bank is, and Solano Bank will be, also subject to the  requirements  and
restrictions   of  various   consumer  laws,   regulations   and  the  Community
Reinvestment Act.


Payment of Dividends

North Bay

The  shareholders  of North Bay 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, 1999, North Bay had no outstanding shares of preferred stock.


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



                                      -22-
<PAGE>

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 Vintage Bank or Solano Bank
to North Bay will generally  depend not only on the bank's  earnings  during any
fiscal period but also on the bank's meeting  certain capital  requirements  and
the maintenance of adequate allowances for loan and lease losses.


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.


Recent and Proposed Legislation

The operations of North Bay and the Banks are subject to extensive regulation by
federal,  state, and local  governmental  authorities and are subject to various
laws  and  judicial  and  administrative  decisions  imposing  requirements  and
restrictions on part or all of their respective  operations.  North Bay believes
that it is in substantial  compliance in all material  respects with  applicable
federal,  state, and local laws, rules and regulations.  Because the business of
North Bay 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.  Most  recently,  President  Clinton  signed  into law the
Gramm-Leach-Bliley  Act. This  legislation  eliminates many of the barriers that
have separated the insurance,  securities and banking industries since the Great
Depression.  The federal banking agencies (the Federal Reserve,  FDIC, Office of
the  Comptroller  of  the  Currency)  among  others,   are  currently   drafting
regulations to implement the Gramm-Leach-Bliley Act. The likelihood of any major
change from these regulations,  and the impact such change may have on North Bay
and the Banks is impossible to predict.


Gramm-Leach-Bliley Act

The Gramm-Leach-Bliley  Act, signed into law on November 12, 1999, 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


                                      -23-
<PAGE>

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

North Bay  continues to evaluate the  strategic  opportunities  presented by the
broad  powers  granted  to bank  holding  companies  that elect to be treated as
financial holding companies.  In the event that North Bay determines that access
to the broader powers of a financial holding company is in the best interests of
North Bay its  shareholders  and the Banks,  North Bay will file the appropriate
election with the Federal Reserve.

The  Banks  and  North  Bay  intend  to  comply  with  all   provisions  of  the
Gramm-Leach-Bliley   Act  and  all  implementing   regulations  as  they  become
effective,  and  Vintage  Bank  intends  to  develop  appropriate  policies  and
procedures  to  meet  its   responsibilities  in  connection  with  the  privacy
provisions of Title V of that Act.



                                      -24-
<PAGE>


Item 2 - PROPERTIES

North Bay

North  Bay's  office is located in Vintage  Bank's  main  office at 1500  Soscol
Avenue, Napa, California.

Vintage Bank

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 Vintage Bank in 1988, and construction of the building was completed
in 1989. In 1993 an additional 2,500 square feet of previously  unoccupied space
in  the  Main  Office  was  remodeled,  thereby  increasing  usable  space  from
approximately   7,500  to  10,000  square  feet.   The  real  property  and  all
improvements  at the Main Office are owned by Vintage  Bank.  In  January,  1996
Vintage Bank purchased  approximately 11,000 square feet of land adjacent to the
Main Office to facilitate  expansion of Vintage  Bank's motor banking  facility.
The land was purchased at a cost of $87,375.  The expanded  autobanking facility
was completed in June, 1996 at a cost of $345,000  including  related  equipment
purchases.

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, 1995. Rent
is subject to  adjustment  in accordance  with  increases in the Consumer  Price
Index.  Effective  January 1, 1996, the lease rate was $3,207 per month.  By the
terms of the lease  Vintage  Bank is  required  to (i)  maintain  and repair the
leased premises, (ii) maintain combined single limit, bodily injury and property
damage  insurance,  and (iii) pay its pro rata share of real property  taxes and
common area maintenance expenses.

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.  Monthly  rental  was fixed at $5,850 per month for the first
year of the term of the  lease.  Thereafter  rent is subject  to  adjustment  in
accordance  with a schedule  for the second  through the sixth year on the terms
set  forth in the lease and  thereafter  in  accordance  with  increases  in the
Consumer Price Index. By the terms of the lease 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.

Effective April 1, 1995, Vintage Bank entered into a five year license agreement
with Chelsea GCA Realty Partnership,  L.P., a Delaware limited partnership,  for
the  installation  and  operation of an  automatic  teller  machine  (ATM) and a
vaulted deposit drop box at the Napa Factory Outlet Stores.  Vintage Bank pays a
monthly  license  fee  equal to the  greater  of $200 per  month or one  hundred
dollars ($100) for each set of one thousand (1,000) ATM transactions.

Vintage also  maintains a Solano  County loan  production  office at 1300 Oliver
Road, Suite 180, Fairfield, California. Vintage Bank leases the premises for its
Solano Loan Center,  consisting of approximately  1,480 square feet,  located at
1300  Oliver  Road,  Suite 180,  Fairfield,  CA 94533.  The term of the lease is
listed as six (6) months  from  approximately  October 1, 1999 to  February  28,
2000.  The rent for the property is $2,000 per month.  By the terms of the lease
Vintage Bank is required to (i) maintain  and repair the leased  premises,  (ii)
pay its pro rata share of real property tax and common area operating  expenses,
(iii) pay its pro rata share of utility  expenses,  and (iv)  maintain  property
insurance  covering tenant  improvements,  workers'  compensation and employer's
liability  insurance and commercial general liability  insurance with a combined
single  limit for bodily  injury,  personal  injury and  property  damage.  Upon
opening of Solano Bank, the loan production office will be closed.



                                      -25-
<PAGE>

Vintage Bank owns certain  leasehold  improvements  and furniture,  fixtures and
equipment located at its offices, all of which are used in the banking business.


Solano Bank (Proposed)

Solano Bank will operate out of its headquarters office in Vacaville, California
and from branches located in Fairfield and Benicia, California.

The  headquarters  office  will  be  located  at 403  Davis  Street,  Vacaville,
California.  The proposed lease for the building provides for about 5,000 square
feet at a lease cost of $5,210 per month. The initial lease will be for a period
of five (5)  years,  with  three  five (5) year  options  to  extend.  Leasehold
improvements are estimated to be $101,100.

The actual  location  of the  Fairfield  office has not as yet been  determined.
However, leasehold improvements are estimated to be $87,500.

The Benicia branch will be located at 1395 E. 2nd Street,  Benicia,  California.
The proposed  lease for the  building  provides for about 2,000 square feet at a
lease cost of $2,980 per month.  The initial  lease will be for a period of five
(5) years , with three five (5) year options to extend.  Leasehold  improvements
are estimated to be $61,400.

Item 3 - LEGAL PROCEEDINGS

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

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

A Special Meeting of Vintage Bank  shareholders  was held on October 13, 1999 to
approve a plan of corporate reorganization under which Vintage Bank would become
the wholly-owned  subsidiary of a newly formed bank holding  company,  North Bay
Bancorp,  which had been  organized at the direction of Vintage  Bank's Board of
Directors.  Upon consummation of the  reorganization,  Vintage Bank common stock
would be converted,  without recognition of gain or loss for tax purposes,  into
stock of North Bay on a share-for-share  basis.  1,073,088 shares voted in favor
of the reorganization, 10,841 shares voted against the reorganization, and 2,722
shares abstained.


                                      -26-
<PAGE>

                                     PART II


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


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

The following  table  (adjusted for the 1998,  1999,  and 2000 stock  dividends)
summarizes the common stock high and low bid prices based upon  transactions  of
which North Bay or Vintage Bank is aware:

            Quarter ended (1)                    High              Low
            -------------------------- --------------- ----------------

            December 31, 1999                  $25.71           $24.05
            September 30, 1999                  25.71            22.38
            June 30, 1999                       22.86            19.05
            March 31, 1999                      22.86            19.05
            December  31, 1998                  18.59            16.10
            September 30, 1998                  19.73            16.33
            June 30, 1998                       20.86            18.14
            March 31, 1998                      24.49            20.86


(1) Price  information  for 1998 and the first three  quarters  of 1999  reflect
trades in Vintage Bank common stock.  Information for the quarter ended December
31, 1999  includes  trades in North Bay common stock  commencing  on November 2,
1999.

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

Vintage Bank paid cash  dividends of $0.20 per share in 1998 and $0.20 per share
in 1999.  The holders of common  stock of North Bay 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 18,  2000,  the Board of  Director of North Bay  declared a $0.20 per
share  cash  dividend  and  a 5%  stock  dividend  payable  March  20,  2000  to
shareholders of record as of March 1, 2000. The cash dividend and stock dividend
will not be paid on shares offered by this prospectus.

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

As of March 1, 2000,  there were 879  holders  of record of North  Bay's  common
stock.

Use of Proceeds of Public Offering

On December 22, 1999, North Bay filed Registration  Statement No. 333-93365 with
the United States Securities and Exchange  Commission with respect to a proposed
public  offering of North Bay common  stock for an  aggregate  consideration  of
$5,000,000.  The  registration  statement was declared  effective on February 9,
2000,  and North Bay



                                      -27-
<PAGE>

commenced an offering of up to 200,000 shares of its common stock, no par value,
at a price of $25.00 per share. All securities are being sold for the account of
the issuer and there are no underwriters involved in the offering.  The offering
has not been terminated.

As of December 31, 1999, no shares had been sold.  The  following  expenses have
been incurred by North Bay in connection  with the issuance and  distribution of
securities registered:

Underwriting Discounts and Commissions           $ -0-
Finders Fees:                                    $ -0-
Expenses paid to underwriters;                   $ -0-
Other Expenses:  `                              $85,000
                                                -------
Total Expenses:                                 $85,000

All  expenses  were paid to  persons  other  than  directors,  officers,  or 10%
shareholders of North Bay.

As of December 31, 1999, there were no net proceeds of the offering.

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

The management's  discussion and analysis of financial  condition and results of
operations  is included in North Bay's 1999  Annual  Report to  Shareholders  on
pages 5 through 12 which information is incorporated herein by reference.

Item 7 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

North Bay's consolidated balance sheets, statements of operations, statements of
changes in  shareholders'  equity,  statements  of cash flows and related  notes
thereto are included in North Bay's 1999 Annual Report to  Shareholders on pages
13 through 16 which information is incorporated herein by reference.

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


None

                                    PART III


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


For  information  regarding the  directors,  executive  officers,  promoters and
control  persons of North Bay,  see  "ELECTION  OF  DIRECTORS"  and  "REPORTS OF
CHANGES IN BENEFICIAL OWNERSHIP" on pages 4 to 7 and 10 of the Bank's definitive
proxy statement for the 2000 Annual Meeting of Shareholders to be filed pursuant
to  Regulation  14A (the "Proxy  Statement"),  which is  incorporated  herein by
reference.

Item 10 - EXECUTIVE COMPENSATION


For information concerning  compensation of the executive officers of North Bay,
see "EXECUTIVE COMPENSATION" on pages 10 to 17 of the Proxy Statement,  which is
incorporated herein by reference.


                                      -28-
<PAGE>

Item 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


For information  concerning the security  ownership of certain beneficial owners
and  management of North Bay, see "SECURITY  OWNERSHIP OF MANAGEMENT" on pages 7
to 10 of the Proxy Statement, which is incorporated herein by reference.

Item 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


For information  concerning certain relationships and related transactions,  see
"MANAGEMENT  INDEBTEDNESS"  on  page  17  of  the  Proxy  Statement,   which  is
incorporated herein by reference.

Item 13 - EXHIBITS AND REPORTS ON FORM 8-K

                                                                   Page of 1999
                                                                   Annual Report
                                                                   -------------
(a)     1.        Financial Statements

(i)   Balance Sheets, December 31, 1999 and
      1998                                                               13

(ii)  Income Statements for the years
      ended December 1999, 1998,  and 1997                               14

(iii) Statements of Changes in Shareholders' Equity
      for the years ended December 31,
      1999, 1998,  and 1997                                              15

(iv)  Statements of Cash Flows for the years
      ended December 31, 1999, 1998, and 1997                            16

(v)   Notes to Financial Statements                                      17

(vi)  Report of Independent Public
      Accountants                                                        33

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 34 of this Report.

(b) Reports on Form 8-K

A  current  report  on Form 8-K was  filed  with  the  Securities  and  Exchange
Commission on November 29, 1999  reporting,  under Item. 5 "Other  Matters," the
consummation of the reorganization pursuant to which The Vintage Bank became the
wholly-owned  subsidiary  of North  Bay  Bancorp  and also  reporting  that upon
consummation of the reorganization,  all shareholders of The Vintage Bank became
shareholders of North Bay Bancorp on a share for share basis and accordingly the
securities of North Bay Bancorp became  registered  pursuant to Section 12(g) of
the Exchange Act as of November 1, 1999.


                                      -29-
<PAGE>

                                   SIGNATURES

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

                                        NORTH BAY BANCORP


                                        By:  /s/ Terry L. Robinson
                                             ---------------------
                                        Terry L. Robinson
                                        President and Chief Executive Officer
Dated: March 28, 2000
                                                              SIGNATURES

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

Signature                    Title                                   Date


/s/David B. Gaw              Director                            March 28, 2000
-------------------------
David B. Gaw

                             Director                            March __, 2000
-------------------------
Conrad W. Hewitt


/s/Harlan R. Kurtz           Director                            March 28, 2000
-------------------------
Harlan R. Kurtz


/s/Richard S. Long           Director                            March 28, 2000
-------------------------
Richard S. Long


/s/Thomas H. Lowenstein      Director and                        March 28, 2000
-------------------------    Vice Chairman of the Board
Thomas H. Lowenstein


/s/Thomas F. Malloy          Director and                        March 28, 2000
-------------------------    Chairman of the Board
Thomas F. Malloy


/s/Terry L. Robinson         President, Chief                    March 28, 2000
-------------------------    Executive Officer and Director
Terry L. Robinson            (Principal Executive Officer)



/s/James E. Tidgewell        Director                            March 28, 2000
-------------------------
James E. Tidgewell


/s/Lee-Ann Almeida           Vice President                      March 27, 2000
-------------------------    Chief Financial Officer
Lee-Ann Almeida              (Principal Financial Officer)


                                      -30-
<PAGE>



                                  EXHIBIT INDEX

Exhibit No.       Description

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

3.1               Articles of Incorporation of Registrant.(2)

3.2               Bylaws as amended of Registrant. (2)

10.1              North Bay Bancorp Stock Option Plan. (2)*

10.2              Employment Agreement with Terry L. Robinson. (2)*

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

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

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                1999 Annual Report to Shareholders  (parts not incorporated by
                  reference are furnished  for  informational  purposes only and
                  not filed herewith).

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

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

24.               Power of Attorney

27.               Financial Data Schedule

* 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, 3.2, 10.1 and 10.2, respectively,  to Registration
Statement  No.  333-93365  filed by North Bay with the  Securities  and Exchange
Commission  under  the  Securities  Act of  1933,  and  incorporated  herein  by
reference.


                                      -31-