AMENDED AND RESTATED
                                     BYLAWS

                                       OF

                                NORTH BAY BANCORP



                            A California Corporation



<PAGE>

                                TABLE OF CONTENTS


ARTICLE I. Offices...........................................................  1

          Section 1.       Principal Office..................................  1
          Section 2.       Other Offices.....................................  1

ARTICLE II. Meetings of Shareholders.........................................  1

          Section 3.       Place of Meetings.................................  1
          Section 4.       Annual Meetings...................................  1
          Section 5.       Special Meetings..................................  2
          Section 6.       Notice of Shareholders' Meetings..................  2
          Section 7.       Quorum............................................  2
          Section 8.       Adjourned Meeting.................................  3
          Section 9.       Waiver or Consent by Shareholders.................  3
          Section 10.      Action Without Meeting............................  3
          Section 11.      Voting Rights; Cumulative Voting..................  4
          Section 12.      Proxies...........................................  4
          Section 13.      Voting by Joint Holders or Proxies................  4
          Section 14.      Inspectors of Election............................  5

ARTICLE III. Directors; Management...........................................  5

          Section 15.      Powers............................................  5
          Section 16.      Number and Qualification of Directors.............  5
          Section 17.      Election and Term of Office.......................  6
          Section 18.      Removal of Directors..............................  6
          Section 19.      Vacancies.........................................  6
          Section 20.      Place of Meetings.................................  7
          Section 21.      Organizational Meetings...........................  7
          Section 22.      Other Regular Meetings............................  7
          Section 23.      Special Meetings..................................  7
          Section 24.      Quorum............................................  7
          Section 25.      Contents of Notice and Waiver of Notice...........  8
          Section 26.      Adjournment.......................................  8

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          Section 27.      Notice of Adjournment.............................  8
          Section 28.      Telephone Participation...........................  8
          Section 29.      Action Without Meeting............................  8
          Section 30.      Fees and Compensation.............................  8

ARTICLE IV. Officers.........................................................  8

          Section 31.      Officers..........................................  8
          Section 32.      Election..........................................  9
          Section 33.      Subordinate Officers..............................  9
          Section 34.      Removal and Resignation...........................  9
          Section 35.      Vacancies.........................................  9
          Section 36.      Chairman of the Board............................. 10
          Section 37.      President......................................... 10
          Section 38.      Vice Presidents................................... 10
          Section 39.      Secretary......................................... 10
          Section 40.      Chief Financial Officer........................... 11

ARTICLE V. General Corporate Matters......................................... 11

          Section 41.      Record Date and Closing of Stock Books............ 11
          Section 42.      Corporate Records and Inspection by Shareholders.. 12
          Section 43.      Checks, Drafts, Evidences of Indebtedness......... 12
          Section 44.      Corporate Contracts and Instruments; How Executed. 12
          Section 45.      Stock Certificates................................ 12
          Section 46.      Lost Certificates................................. 12
          Section 47.      Reports to Shareholders........................... 13
          Section 48.      Indemnity of Officers, Directors, etc............. 13
          Section 49.      Fiscal Year....................................... 13
          Section 50.      Construction and Definitions...................... 13

ARTICLE VI. Amendments....................................................... 13

          Section 51.      Amendments by Shareholders........................ 13
          Section 52.      Amendment by Directors............................ 13

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                                     BYLAWS


                                       OF


                                NORTH BAY BANCORP


                           (A California Corporation)

                                   ARTICLE I.

                                     Offices

         Section 1.  Principal  Office.  The principal  executive  office in the
State of  California  for the  transaction  of the  business of the  corporation
(called the principal  office) is fixed and located at 1190 Airport Road,  Suite
101, Napa, California, 94558.

         The Board of Directors  shall have the  authority  from time to time to
change the principal  office from one location to another  within or without the
State by amending this Section 1 of the Bylaws.

         Section 2. Other  Offices.  One or more  branches or other  subordinate
offices may at any time be fixed and located by the Board of  Directors  at such
place  or  places  within  or  without  the  State  of  California  as it  deems
appropriate.


                                  ARTICLE II.

                            Meetings of Shareholders

         Section 3. Place of  Meetings.  Meetings of the  shareholders  shall be
held at any place within the State of California  that may be designated  either
by  the  Board  of  Directors  in  accordance  with  these  Bylaws.  If no  such
designation is made,  the meetings shall be held at the principal  office of the
corporation.

         Section 4.  Annual  Meetings.  The annual  meeting of the  shareholders
shall be held on the 4th Tuesday of April of each year.  The exact date and time
of such annual  meeting  shall be fixed by resolution of the Board of Directors;
provided,  however,  that  should  such  day fall on a legal  holiday,  then the
meeting  shall be held on the next  succeeding  business  day, at which time the
shareholders  shall elect a Board of Directors,  consider reports of the affairs
of the corporation,  and transact such other business as may properly be brought
before the meeting.

         If the annual meeting of shareholders shall not be held during the time
above specified, the Board of Directors shall cause such a meeting to be held as
soon  thereafter as convenient  and

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any business transacted or election held at such meeting shall be as valid as if
transacted or held at an annual meeting during the time above specified.

         Section 5. Special Meetings. Special meetings of the shareholders,  for
any purpose or purposes  whatsoever,  may be called at any time by a majority of
the Board of Directors,  the Chairman of the Board of Directors,  the President,
or by holders of shares  entitled to cast not less than 10 percent  (10%) of the
votes at the meeting.

         Section 6. Notice of Shareholders' Meetings.  Whenever shareholders are
required or permitted to take any action at a meeting,  a written  notice of the
meeting  shall be given not less than 10 (or, if sent by third  class mail,  30)
nor  more  than 60 days  before  the  date of the  meeting  to each  shareholder
entitled to vote  thereat.  Such notice shall state the place,  date and hour of
the meeting and (1) in the case of a special meeting,  the general nature of the
business to be transacted,  and no other  business may be transacted,  or (2) in
the case of the annual meeting,  those matters which the Board of Directors,  at
the time of the  mailing of the  notice,  intends  to present  for action by the
shareholders, but, subject to the provisions of Section 601(f) of the California
Corporations  Code,  any proper  matter may be presented at the meeting for such
action.  The notice of any meeting at which  directors  are to be elected  shall
include the names of nominees intended at the time of the notice to be presented
by management for election.

         Notice of a shareholders'  meeting shall be given either  personally or
by first class  mail,  or, if the  corporation  has  outstanding  shares held of
record by 500 or more  persons  (determined  as  provided  in Section 605 of the
California  Corporations Code) on the record date for the shareholders' meeting,
notice may be sent by third class mail or other means of written  communication,
addressed to the shareholder at the address of such shareholder appearing on the
books of the  corporation or given by the shareholder to the corporation for the
purpose of notice; or if no such address appears or is given, at the place where
the principal  office of the corporation is located.  The notice shall be deemed
to have been given at the time when  delivered  personally  or  deposited in the
mail or sent by other means of written communication.

         If any  notice  addressed  to the  shareholder  at the  address of such
shareholder  appearing  on the  books  of the  corporation  is  returned  to the
corporation  by the United  States  Postal  Service  marked to indicate that the
United States Postal Service is unable to deliver the notice to the  shareholder
at such  address,  all  future  notices  shall be deemed to have been duly given
without further mailing if the same shall be available for the shareholder  upon
written demand of the shareholder to the principal office of the corporation for
a period  of one year  from the date of the  giving  of the  notice to all other
shareholders.

         Upon request in writing to the Chairman of the Board of Directors,  the
President,  or the Secretary by any person entitled to call a special meeting of
shareholders,  the  officer  forthwith  shall  cause  notice  to be given to the
shareholders entitled to vote that a meeting will be held at a time requested by
the person or persons  calling  the  meeting,  not less than 35 nor more than 60
days after the receipt of the request.

         Section 7. Quorum. The presence at any meeting,  in person or by proxy,
of persons  entitled to vote a majority of the voting shares of the  corporation
shall constitute a quorum for the transaction of business.  Shareholders present
at a valid  meeting at which a quorum is  initially  present may  continue to do
business until adjournment notwithstanding the withdrawal

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of enough  shareholders to leave less than a quorum,  if any action taken (other
than  adjournment)  is approved by at least a majority of the shares required to
constitute a quorum.

         Section 8.  Adjourned  Meeting.  Any  annual or  special  shareholders'
meeting may be adjourned from time to time, even though a quorum is not present,
by vote of the holders of a majority of the voting shares present at the meeting
either in person or by proxy, provided that in the absence of a quorum, no other
business  may be  transacted  at the meeting  except as provided in Section 7 of
these Bylaws.

         Notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the  adjournment is taken.  At the
adjourned  meeting,  any  business  may be  transacted  which  might  have  been
transacted at the original meeting.  If the adjournment is for more than 45 days
or if  after  the  adjournment  a new  record  date is fixed  for the  adjourned
meeting, a notice of the adjourned meeting shall be given to each shareholder of
record entitled to vote at the meeting.

         Section 9. Waiver or Consent by  Shareholders.  The transactions of any
meeting of shareholders,  however called and noticed,  and wherever held, are as
valid as though had at a meeting duly held after  regular call and notice,  if a
quorum is present  either in person or by proxy,  and if, either before or after
the meeting,  each of the persons  entitled to vote, not present in person or by
proxy,  signs a written  waiver of notice  or a consent  to the  holding  of the
meeting or an approval of the minutes  thereof.  All such waivers,  consents and
approvals  shall  be  filed  with the  corporate  records  or made a part of the
minutes of the meeting.  Attendance of a person at a meeting shall  constitute a
waiver  of  notice of and  presence  at such  meeting,  except  when the  person
objects,  at the beginning of the meeting,  to the  transaction  of any business
because  the  meeting  is not  lawfully  called  or  convened  and  except  that
attendance  at a  meeting  is  not a  waiver  of  any  right  to  object  to the
consideration of matters required by Section 6 of these Bylaws or Section 601(f)
of the  California  Corporations  Code to be  included  in the notice but not so
included,  if such  objection  is  expressly  made at the  meeting.  Neither the
business to be transacted  at nor the purpose of any regular or special  meeting
of  shareholders  need be specified in any written waiver of notice,  consent to
the  holding of the  meeting  or  approval  of the  minutes  thereof,  except as
provided in Section 601(f) of the California Corporations Code.

         Section 10. Action  Without  Meeting.  Any action which may be taken at
any annual or special meeting of shareholders may be taken without a meeting and
without  prior  notice,  if a consent in  writing,  setting  forth the action so
taken, shall be signed by the holders of outstanding shares having not less than
the minimum  number of votes that would be  necessary  to authorize or take such
action at a meeting at which all shares  entitled to vote  thereon  were present
and voted,  except that unanimous written consent shall be required for election
of directors to non-vacant positions.

         Unless the  consents  of all  shareholders  entitled  to vote have been
solicited  or  received  in  writing,  notice  shall be given to  non-consenting
shareholders  to the  extent  required  by  Section  603(b)  of  the  California
Corporations Code.

         Any shareholder  giving written  consent,  or the  shareholder's  proxy
holders,  or a  transferee  of the  shares or a personal  representative  of the
shareholder  or their  respective  proxy  holders,  may revoke the  consent by a
writing  received by the corporation  prior to the time that

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<PAGE>

written  consents of the number of shares  required to  authorize  the  proposed
action have been filed with the Secretary of the corporation,  but may not do so
thereafter.  Such  revocation is effective  upon its receipt by the Secretary of
the corporation.

         Section 11. Voting Rights.  Only persons in whose names shares entitled
to vote stand on the stock  records of the  Company at the close of  business on
the record  date fixed by the Board of  Directors  as  provided in Section 41 of
these Bylaws for the  determination  of  shareholders  of record are entitled to
notice of and to vote at a meeting of shareholders.

         Except as may be provided in the Articles of  Incorporation or in these
Bylaws, each shareholder entitled to vote is entitled to one vote for each share
held on each matter submitted to a vote of shareholders.

         In any election of  directors,  the  candidates  receiving  the highest
number of votes of the shares entitled to be voted for them, up to the number of
directors to be elected by such shares, are elected.

         Voting  may be by voice  or  ballot,  provided  that  any  election  of
directors  must be by  ballot  upon the  demand of any  shareholder  made at the
meeting and before the voting begins.

         Cumulative voting to elect directors shall not be permitted.

         Section 12. Proxies. Every person entitled to vote shares may authorize
another  person or  persons to act by proxy with  respect  to such  shares.  All
proxies must be in writing and must be signed by the shareholder  confirming the
proxy  or his or her  attorney-in-fact.  No  proxy  shall  be  valid  after  the
expiration of 11 months from the date thereof unless  otherwise  provided in the
proxy.  Every  proxy  continues  in full force and effect  until  revoked by the
person  executing  it prior to the vote  pursuant  thereto,  except as otherwise
provided in Section 705 of the California Corporations Code. Such revocation may
be effected by a writing delivered to the corporation  stating that the proxy is
revoked or by a  subsequent  proxy  executed by the person  executing  the prior
proxy and presented to the meeting,  or as to any meeting, by attendance at such
meeting  and  voting in person by the  person  executing  the  proxy.  The dates
contained on the forms of proxy presumptively  determine the order of execution,
regardless of the postmark dates on the envelopes in which they are mailed.

         Section  13.  Voting by Joint  Holders  or  Proxies.  Shares or proxies
standing in the names of two or more persons  shall be voted or  represented  in
accordance  with the  provisions of Section 704 of the  California  Corporations
Code,  so that,  if only one of such  persons  is present in person or by proxy,
that person shall have the right to vote all such shares,  and all of the shares
standing in the names of such persons shall be deemed to be represented  for the
purpose of determining a quorum.

         Section  14.  Inspectors  of  Election.  In advance  of any  meeting of
shareholders the Board may appoint  inspectors of election to act at the meeting
and any adjournment thereof. If inspectors of election are not so appointed,  or
if any persons so appointed fail to appear or refuse to act, the Chairman of any
meeting  of  shareholders  may,  and on the  request  of  any  shareholder  or a
shareholder's proxy shall, appoint inspectors of election (or persons to replace
those who so fail or refuse) at the meeting.  The number of inspectors  shall be
either one or three.  If  appointed

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<PAGE>

at a meeting on the request of one or more shareholders or proxies, the majority
of shares represented in person or by proxy shall determine whether one or three
inspectors are to be appointed.  If there are three inspectors of election,  the
decision,  act or  certificate of a majority is effective in all respects as the
decision, act or certificate of all.

         The  inspectors  of  election  shall  determine  the  number  of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum and the authenticity,  validity and effect of proxies;
receive  votes,  ballots or consents;  hear and  determine  all  challenges  and
questions  in any way arising in  connection  with the right to vote;  count and
tabulate all votes or consents;  determine when the polls shall close; determine
the  result and do such acts as may be proper to conduct  the  election  or vote
with fairness to all shareholders.


                                   ARTICLE III

                              Directors; Management

         Section  15.  Powers.  Subject to any  provisions  of the  Articles  of
Incorporation,  of the  Bylaws  and of law  limiting  the powers of the Board of
Directors or reserving powers to the shareholders, the Board of Directors shall,
directly or by  delegation,  manage the business and affairs of the  corporation
and exercise all corporate powers permitted by law.

         Section 16. Number and Qualification of Directors The authorized number
of  directors  shall be not less than six (6) nor more than eleven  (11),  until
changed by amendment of the Articles of  Incorporation  or, if not prohibited by
the  Articles,  by an amendment of this bylaw adopted by the  shareholders.  The
exact  number of  directors  within  said  range is fixed at ten (10) and may be
reduced or increased within said range by a resolution duly adopted by the Board
of  Directors.  Directors  need  not  be  shareholders  of the  corporation.  No
reduction  of the  authorized  number  of  directors  shall  have the  effect of
removing any director before his or her term of office expires."

         Nomination  for  election of members of the Board of  Directors  may be
made by the Board of Directors or by any shareholder of any outstanding class of
capital stock of the corporation entitled to vote for the election of directors.
Notice of intention to make any  nominations  shall be made in writing and shall
be delivered or mailed to the President of the corporation not less than 21 days
nor more  than 60 days  prior to any  meeting  of  shareholders  called  for the
election of directors;  provided  however,  that if less than 21 days' notice of
the meeting is given to shareholders, such notice of intention to nominate shall
be mailed or delivered to the  President of the  corporation  not later than the
close of  business  on the tenth day  following  the day on which the  notice of
meeting was mailed;  provided further, that if notice of such meeting is sent by
third  class  mail as  permitted  by  Section  6 of these  Bylaws,  no notice of
intention to make nominations shall be required. Such notification shall contain
the following information to the extent known to the notifying shareholder:  (a)
the name and address of each proposed nominee;  (b) the principal  occupation of
each  proposed  nominee;  (c) the  number  of  shares  of  capital  stock of the
corporation owned by each proposed  nominee;  (d) the name and residence address
of the notifying  shareholder;  and (e) the number of shares of capital stock of
the  corporation  owned by the notifying  shareholder.  Nominations  not made in
accordance  herewith may, in the  discretion

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of the  Chairman  of  the  meeting,  be  disregarded  and  upon  the  Chairman's
instructions,  the  inspectors of election can disregard all votes cast for each
such  nominee.  A copy of this  paragraph  shall be set  forth  in a  notice  to
shareholders of any meeting at which directors are to be elected.

         Section 17.  Election  and Term of Office.  The Board of  Directors  is
classified into three (3) classes, the members of each class to serve for a term
of three (3) years. At the 2004 annual meeting of shareholders, nominees elected
as directors will be classified according to the recommendations of the Board of
Directors.  The  directors  will be divided,  with respect to the time for which
each  will  hold  office,  into  three  classes,  as  nearly  equal in number of
directors as practicable. The term of office of the first class ("Class A") will
expire at the 2005 annual meeting of shareholders,  the term of the second class
("Class B") will expire at the 2006 annual meeting of shareholders, and the term
of office of the third class ("Class C") will expire at the 2007 annual  meeting
of shareholders.

         At subsequent annual meetings of shareholders,  the number of directors
to be elected  will equal the number of  directors  with terms  expiring at that
annual meeting.  At each subsequent annual meeting the directors elected will be
elected for a term of three (3) years.

         The  Board of  Directors  shall  increase  or  decrease  the  number of
directors in one or more classes as may be appropriate  whenever it increases or
decreases the number of directors to  constitute  the full Board of Directors in
order to ensure  that the three  classes  shall be as nearly  equal in number of
directors as practicable.

         A director  will hold office  until the annual  meeting for the year in
which his or her term  expires and until his or her  successor is be elected and
qualified,   subject,   however,  to  prior  death,   resignation,   retirement,
disqualification  or removal from office. Any vacancy on the Board of Directors,
no matter how  created,  may be filled by a majority  of the  directors  then in
office,  even  if less  than a  quorum,  or by a sole  remaining  director.  Any
director  elected  to fill a  vacancy  shall  hold  office  for a term that will
coincide  with the term of the  class to which  that  director  will  have  been
elected.

         Section 18. Removal of Directors. A director may be removed from office
by the Board of  Directors  if he or she is declared of unsound mind by an order
of court or convicted of a felony.  Any or all of the  directors  may be removed
from office  without cause by a vote of  shareholders  holding a majority of the
outstanding shares entitled to vote at an election of directors; however, unless
the entire Board of Directors is removed,  an individual  director  shall not be
removed if the votes cast against removal,  or not consenting in writing to such
removal,  would be sufficient to elect such director at an election at which the
same total  number of votes were  cast,  or, if such  action is taken by written
consent,  all shares  entitled  to vote were  voted,  and the  entire  number of
directors  authorized at the time of the  director's  most recent  election were
then being  elected.  A director may also be removed from office by the Superior
Court of the county in which the  principal  office is  located,  at the suit of
shareholders  holding at least ten  percent  (10%) of the number of  outstanding
shares of any class,  in case of fraudulent or dishonest

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acts  or  gross  abuse  of  authority  or  discretion   with  reference  to  the
corporation,  in the manner provided by law.

         Section 17. Vacancies. A vacancy or vacancies on the Board of Directors
shall exist on the death,  resignation,  or removal of any  director,  or if the
authorized  number of directors is increased or the  shareholders  fail to elect
the full authorized number of directors.

         Except for a vacancy created by the removal of a director, vacancies on
the Board of Directors  may be filled by a majority of the  remaining  directors
although less than a quorum, or by a sole remaining director,  and each director
elected in this manner shall hold office  until his or her  successor is elected
at an annual or special shareholders' meeting.

         The  shareholders  may elect a director at any time to fill any vacancy
not filled by the directors.  Any such election by written consent other than to
fill a vacancy  created by removal  requires  the  consent of a majority  of the
outstanding shares entitled to vote.

         Any director may resign  effective  upon giving  written  notice to the
Chairman of the Board of Directors, the President, the Secretary or the Board of
Directors of the  corporation,  unless the notice specifies a later time for the
effectiveness of such  resignation.  If the resignation is effective at a future
time,  a successor  may be elected to take office when the  resignation  becomes
effective.

         Section 18.  Place of  Meetings.  Regular  and special  meetings of the
Board of  Directors  shall be held at any place  within the State of  California
that is  designated  by  resolution  of the Board or, either before or after the
meeting,  consented  to in writing by all the Board  members.  If the place of a
regular or special meeting is not fixed by resolution or written consents of the
Board, it shall be held at the corporation's principal office.

         Section 19. Organizational Meetings.  Immediately following each annual
shareholders'  meeting,  the Board of Directors  shall hold a regular meeting to
organize,  elect officers,  and transact other business.  Notice of this meeting
shall not be required.

         Section 20. Other Regular Meetings. Other regular meetings of the Board
of Directors  shall be held at least once each  calendar  month at such time and
place as the Board of Directors by resolution shall  determine.  Notice of these
regular meetings shall not be required.

         Section  21.  Special  Meetings.  Special  meetings  of  the  Board  of
Directors for any purpose may be called at any time by the Chairman of the Board
of Directors,  or the President, or any Vice President, or the Secretary, or any
two directors.

         Special  meetings of the Board shall be held upon four days'  notice by
mail or 48 hours' notice delivered personally or by telephone, including a voice
messaging  system  or  other  technology  designed  to  record  and  communicate
messages,  telegraph,  facsimile,  electronic  mail or other  electronic  means.
Notice by mail shall be deemed to have been  given at the time a written  notice
is deposited in the United  States  Mails,  postage  prepaid.  Any other written
notice,  including  facsimile,  telegram or electronic  mail  message,  shall be
deemed  to have  been  given  at the  time  it is  personally  delivered  to the
recipient  or is  delivered to a common  carrier for  transmission,  or actually
transmitted  by the  person  giving  the  notice  by  electronic  means,  to the

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recipient.  Oral  notice  shall be deemed  to have been  given at the time it is
communicated,  in person or by telephone,  including a voice messaging system or
other  system or  technology  designed  to record or  communicate  messages,  or
wireless, to the recipient,  including the recipient's  designated voice mailbox
or address on such system, or to a person at the office of the recipient who the
person giving the notice has reason to believe will promptly  communicate  it to
the recipient.

         Section 22. Quorum.  A majority of the  authorized  number of directors
shall  constitute a quorum for the transaction of business,  except to adjourn a
meeting under  Section 26 of these Bylaws.  Every act done or decision made by a
majority  of the  directors  present  at a meeting  at which a quorum is present
shall be  regarded  as the act of the Board of  Directors,  unless the vote of a
greater  number is required by law,  the  Articles  of  Incorporation,  or these
Bylaws,  and subject to the  provisions of Section 310 and Section 317(e) of the
California  Corporations  Code. A meeting at which a quorum is initially present
may continue to transact business  notwithstanding  the withdrawal of directors,
if any action  taken is approved by a majority of the  required  quorum for such
meeting.

         Section  23.  Contents  of Notice  and Waiver of  Notice.  Neither  the
business to be  transacted  at, nor the purpose of, any regular or special Board
meeting  need be  specified  in the  notice or waiver of notice of the  meeting.
Notice  of a  meeting  need not be given to any  director  who signs a waiver of
notice or a consent  to  holding  the  meeting  or an  approval  of the  minutes
thereof,  either before or after the meeting, or who attends the meeting without
protesting,  prior  thereto or at its  commencement,  the lack of notice to said
director.  All such  waivers,  consents  and  approvals  shall be filed with the
corporate records or made a part of the minutes of the meeting.

         Section 24. Adjournment.  A majority of the directors present,  whether
or not a quorum is present, may adjourn any meeting to another time and place.

         Section  25.  Notice  of  Adjournment.  Notice of the time and place of
holding an adjourned  meeting need not be given to absent  directors if the time
and place are fixed at the meeting being  adjourned,  except that if the meeting
is  adjourned  for more than 24 hours such  notice  shall be given  prior to the
adjourned  meeting  to the  directors  who were not  present  at the time of the
adjournment.

         Section  26.  Telephone   Participation.   Members  of  the  Board  may
participate  in a  meeting  through  use  of  conference  telephone  or  similar
communications  equipment, so long as all members participating in such meetings
can hear one another. Such participation  constitutes presence in person at such
meeting.

         Section 27. Action Without Meeting. The Board of Directors may take any
action  without a meeting  that may be required or  permitted to be taken by the
Board at a meeting,  if all members of the Board  individually  or  collectively
consent in writing to the action. The written consent or consents shall be filed
in the  minutes of the  proceedings  of the Board of  Directors.  Such action by
written consent shall have the same effect as a unanimous vote of directors.

         Section 28. Fees and Compensation.  Directors and members of committees
shall receive  neither  compensation  for their services nor  reimbursement  for
their expenses unless these

                                      -8-
<PAGE>

payments  are  fixed by  resolution  of the  Board.  This  Section  shall not be
construed  to preclude any director  from serving the  corporation  in any other
capacity as an officer, agent, employee or otherwise, and receiving compensation
for those services.


                                  ARTICLE IV.

                                    Officers

         Section  29.  Officers.  The  officers  of the  corporation  shall be a
President,  a Chief Financial Officer and a Secretary.  The corporation may also
have, at the discretion of the Board of Directors, a Chairman of the Board and a
Vice  Chairman  of the Board  (each of whom  shall be  chosen  from the Board of
Directors),  one or more  Vice  Presidents,  one or more  Cashiers,  one or more
Assistant  Vice  Presidents,  one or  more  Assistant  Secretaries,  one or more
Assistant Cashiers and/or Financial Officers,  and any other officers who may be
appointed under Section 33 of these Bylaws.  Any two or more offices may be held
by the same person,  but no officer  shall  execute,  acknowledge  or verify any
instrument in more than one capacity unless  authorized to do so generally or in
the specific instance by the Board of Directors.

         Any officer of the  corporation  may be excluded by  resolution  of the
Board of Directors or by a provision of these Bylaws from  participation,  other
than in the  capacity of a director,  in major  policy  making  functions of the
corporation.

         Upon  direction by the Board of  Directors,  any officer or employee of
the  corporation so designated  shall give bond of suitable amount with security
to be approved by the Board of Directors, conditioned on the honest and faithful
discharge of his or her duties as such officer or employee. At the discretion of
the Board,  such bonds may be schedule or blanket form and the premiums shall be
paid by the corporation. The amount of such bonds, the form of coverage, and the
name of the company providing the surety therefore shall be reviewed annually by
the  Board  of  Directors.  Action  shall be  taken  by the  Board at that  time
approving  the amount of the bond to be provided by each officer and employee of
the corporation for the ensuing year.

         Section 30.  Election.  The officers of the  corporation,  except those
appointed  under  Section 33 of these  Bylaws,  shall be chosen  annually by the
Board of  Directors,  and each  shall  hold  his or her  office  until he or she
resigns  or is  removed  or  otherwise  disqualified  to  serve,  or  his or her
successor is elected and qualified.

         Section 31. Subordinate  Officers.  The Board of Directors may elect or
appoint,  and may  authorize  the  President or the Chief  Executive  Officer to
appoint,  any other officers that the business of the  corporation  may require,
each of whom shall hold office for the period,  have the authority,  and perform
the duties specified in the Bylaws or by the Board of Directors.

         Section 32. Removal and Resignation.  Subject to the rights, if any, of
an officer under any contract of employment,  any officer may be removed with or
without  cause either by the Board of  Directors  at any time or,  except for an
officer chosen by the Board,  by any officer on whom the power of removal may be
conferred by the Board.

                                      -9-
<PAGE>

         Any  officer  may  resign at any time by giving  written  notice to the
Board of Directors, the President or the Secretary of the corporation,  but such
notice shall not  prejudice  the rights,  if any, of the  corporation  under any
contract of employment to which the officer is a party. An officer's resignation
shall take  effect when it is  received  or at any later time  specified  in the
resignation.  Unless the resignation specifies otherwise,  its acceptance by the
corporation shall not be necessary to make it effective.

         Section  33.  Vacancies.  A vacancy  in any  office  because  of death,
resignation,  removal,  disqualification,  or any other cause shall be filled in
the manner  prescribed in the Bylaws for regular  election or appointment to the
office.

         Section 34.  Chairman of the Board.  The Board of Directors may appoint
one of its members to be the  Chairman to serve at the  pleasure of the Board of
Directors. If appointed, the Chairman shall preside at all meetings of the Board
of Directors and of the  shareholders of the corporation and shall supervise the
carrying  out of the  policies  adopted or approved  by the Board of  Directors;
shall have general executive powers, as well as the specific powers conferred by
these  Bylaws;  and,  shall also have and may exercise  such further  powers and
duties as from time to time may be conferred  upon,  or assigned by the Board of
Directors.

         Section 35. President.  The President shall be the corporation's  chief
executive  officer and shall,  subject to the control of the Board of Directors,
have general supervision, direction, and control over the corporation's business
and officers. In the absence of the Chairman, the President shall preside at any
meeting of the Board of Directors or the  shareholders of the  corporation.  The
President shall have general executive  powers,  shall be ex officio a member of
all the standing  committees except the Audit Committee,  and shall have and may
exercise any and all other powers and duties  pertaining  by law,  regulation or
practice, to the Office of President,  or imposed by these Bylaws. The President
shall also have and may exercise such further  powers and duties as from time to
time may be conferred, or assigned by the Board of Directors.

         Section 36. Vice Presidents. If the President is absent or is unable or
refuses to act, the Vice Presidents in order of their rank as fixed by the Board
of Directors or, if not ranked,  the Vice  President  designated by the Board of
Directors,  shall  perform all the duties of the  President,  and when so acting
shall have all the powers  of,  and be subject to all the  restrictions  on, the
President.  Each Vice President  shall have any other duties that are prescribed
for said Vice President by the Board of Directors or the Bylaws.

         Section 37. Secretary. The Secretary shall keep or cause to be kept and
shall make available at the principal  office and any other place that the Board
of Directors  specifies,  a book of minutes of all directors' and  shareholders'
meetings. The minutes of each meeting shall state the time and place that it was
held;  whether  it was  regular or  special;  if a special  meeting,  how it was
authorized;  the notice  given;  the names of those  present or  represented  at
shareholders'  meetings;  and the proceedings of the meetings.  A similar minute
book shall be kept for each committee of the Board.

         The Secretary shall keep, or cause to be kept, at the principal  office
or at the office of the  corporation's  transfer  agent,  a share  register,  or
duplicate share register,  showing the  shareholders'  names and addresses,  the
number  and  classes  of  shares  held by  each,  the  number

                                      -10-
<PAGE>

and date of each certificate issued for these shares, and the number and date of
cancellation of each certificate surrendered for cancellation.

         The  Secretary  shall  give,  or  cause  to be  given,  notice  of  all
directors' and shareholders' meetings required to be given under these Bylaws or
by law, shall keep the corporate seal in safe custody,  and shall have any other
powers  and  perform  any  other  duties  that are  prescribed  by the  Board of
Directors or these Bylaws.

         The  Secretary  shall be deemed not to be an  executive  officer of the
corporation and the Secretary shall be excluded from  participation,  other than
in the capacity of director if the Secretary is also a director, in major policy
making functions of the corporation.

         Section 38. Chief Financial Officer.  The Chief Financial Officer shall
be the  corporation's  chief financial  officer and shall keep and maintain,  or
cause  to  be  kept  and  maintained,  adequate  and  correct  accounts  of  the
corporation's  properties and business  transactions,  including accounts of its
assets, liabilities,  receipts, disbursements,  gains, losses, capital, retained
earnings,  and shares and shall file or cause to be filed all regulatory reports
required  pursuant  to law or  regulation.  The  books of  account  shall at all
reasonable times be open to inspection by any director.

         The Chief Financial Officer shall deposit all money and other valuables
in  the  name  and to  the  credit  of the  corporation  with  the  depositories
designated by the Board of Directors. The Chief Financial Officer shall disburse
the  corporation's  funds as ordered by the Board of Directors;  shall render to
the  President  and  directors,  whenever they request it, an account of all his
transactions  as Chief  Financial  Officer  and of the  corporation's  financial
condition; and shall have any other powers and perform any other duties that are
prescribed by the Board of Directors or Bylaws.

         If  required by the Board of  Directors,  the Chief  Financial  Officer
shall give the  corporation a bond in the amount and with the surety or sureties
specified by the Board for faithful  performance  of the duties of that person's
office  and  for  restoration  to the  corporation  of all  its  books,  papers,
vouchers, money, and other property of every kind in that person's possession or
under that person's control on that person's death, resignation,  retirement, or
removal from office.


                                   ARTICLE V.

                            General Corporate Matters

         Section  39.  Record  Date and  Closing  of Stock  Books.  The Board of
Directors  may  fix a time  in the  future  as a  record  date  for  determining
shareholders entitled to notice of and to vote at any shareholders'  meeting; to
receive any  dividend,  distribution,  or  allotment  of rights;  or to exercise
rights in respect of any other lawful action, including change,  conversion,  or
exchange of shares. The record date shall not, however, be more than 60 nor less
than 10 days  prior to the date of such  meeting  nor more than 60 days prior to
any other action.  If a record date is fixed for a particular  meeting or event,
only  shareholders of record on that date are entitled to

                                      -11-
<PAGE>

notice and to vote and to receive the  dividend,  distribution,  or allotment of
rights  or to  exercise  the  rights,  as the case may be,  notwithstanding  any
transfer of any shares on the books of the corporation after the record date.

         A  determination  of shareholders of record entitled to notice of or to
vote at a meeting of shareholders  shall apply to any adjournment of the meeting
unless the Board  fixes a new record  date for the  adjourned  meeting,  but the
Board shall fix a new record date if the meeting is  adjourned  for more than 45
days.

         If  no  record  date  is  fixed,   the  record  date  for   determining
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the business day next  preceding the day on which
notice  is given  or, if notice  is  waived,  at the  close of  business  on the
business  day next  preceding  the day on which the meeting is held;  the record
date for determining  shareholders  entitled to give consent to corporate action
in writing without a meeting,  when no prior action by the Board has been taken,
shall be the day on which the first  written  consent  is given;  and the record
date for determining shareholders for any other purpose shall be at the close of
business on the day on which the Board adopts the resolution  relating  thereto,
or the 60th day prior to the date of such other action, whichever is later.

         Section 40. Corporate Records and Inspection by Shareholders. Books and
records of account and minutes of the  proceedings of the  shareholders,  Board,
and committees of the Board shall be kept available at the principal  office for
inspection  by the  shareholders  to the extent  required by Section 1601 of the
California Corporations Code.

         Every director shall have the absolute right at any reasonable  time to
inspect and copy all books,  records and  documents of every kind and to inspect
the physical  properties of the  corporation  and its  subsidiary  corporations,
domestic or foreign.  Such  inspection by a director may be made in person or by
agent or attorney and includes the right to copy and make extracts.

         Section 41.  Checks,  Drafts,  Evidences of  Indebtedness.  All checks,
drafts, or other orders for payment of money, notes, and all mortgages, or other
evidences of indebtedness,  issued in the name of or payable to the corporation,
and all  assignments  and  endorsements  of the  foregoing,  shall be  signed or
endorsed  by the person or persons and in the manner  specified  by the Board of
Directors.

         Section 42. Corporate Contracts and Instruments;  How Executed.  Except
as otherwise  provided in the Bylaws,  officers,  agents,  or employees  must be
authorized  by the Board of  Directors to enter into any contract or execute any
instrument in the  corporation's  name and on its behalf.  This authority may be
general or confined to specific instances.

         Section 43. Stock Certificates. One or more certificates for shares for
the  corporation's  capital stock shall be issued to each shareholder for any of
such  shareholder's  shares  that are  fully  paid.  The  corporate  seal or its
facsimile may be fixed on certificates.  All certificates shall be signed by the
Chairman of the Board,  President,  Chief  Financial  Officer and Secretary,  or
Assistant  Secretary.  Any or all of the  signatures on the  certificate  may be
facsimile signatures.

                                      -12-
<PAGE>

         Section 44. Lost  Certificates.  No new share certificate that replaces
an old one shall be issued unless the old one is surrendered and canceled at the
same time;  provided,  however,  that if any share certificate is lost,  stolen,
mutilated or destroyed,  the Board of Directors may authorize  issuance of a new
certificate  replacing  the  old  one on any  terms  and  conditions,  including
reasonable  arrangement for  indemnification of the corporation,  that the Board
may specify.

         Prior to the due presentment for  registration of transfer in the stock
transfer book of the  corporation,  the registered owner shall be treated as the
person exclusively  entitled to vote, to receive  notifications and otherwise to
exercise  all the rights and powers of an owner,  except as  expressly  provided
otherwise by the laws of the State of California.

         Section 45. Reports to  Shareholders.  The  requirement  for the annual
report  to  shareholders  referred  to in  Section  1501(a)  of  the  California
Corporations  Code is hereby expressly waived so long as there are less than 100
holders of record of the  corporation's  shares.  The Board of  Directors  shall
cause to be sent to the  shareholders  such annual or other periodic  reports as
the Board considers appropriate or as otherwise required by law.

         If no  annual  report  for  the  last  fiscal  year  has  been  sent to
shareholders, the corporation shall, upon the written request of any shareholder
made more than 120 days after the close of such fiscal year,  deliver or mail to
the person making the request within 30 days thereafter the financial statements
referred to in Section 1501(a) for such year.

         Section 46.  Indemnity of  Officers,  Directors,  etc. The  corporation
shall  indemnify  its  "agents",  as defined in  Section  317 of the  California
Corporations Code, to the full extent permitted by said Section, as amended from
time to time, or as permitted by any successor statute to said Section.

         Section 47.  Fiscal  Year.  The fiscal year of this  corporation  shall
begin on the first day of January  and end on the 31st day of  December  of each
year.

         Section 48. Construction and Definitions.  Unless the context otherwise
requires,  the general provisions,  rules of construction and definitions in the
California  Corporations  Code shall govern the  construction  of these  Bylaws.
Without  limiting the generality of this  provision,  the singular  includes the
plural,  the plural includes the singular and the term "person"  includes both a
corporation and a natural person.


                                  ARTICLE VI.

                                   Amendments

         Section 49.  Amendments by  Shareholders.  New Bylaws may be adopted or
these  Bylaws may be  amended or  repealed  by the  affirmative  vote or written
consent of a majority of the outstanding shares entitled to vote.

         Section  50.   Amendment  by   Directors.   Subject  to  the  right  of
shareholders under the preceding Section 51, new bylaws may be adopted, or these
Bylaws may be amended,  or

                                      -13-
<PAGE>

repealed by the Board of Directors,  except that only the shareholders can adopt
a by-law or amendment thereto which specifies or changes the number of directors
on a  fixed-number  Board of  Directors  or the  minimum  or  maximum  number of
directors  on a  variable-number  Board of  Directors,  or which  changes from a
fixed-number Board of Directors to a variable-number  Board of Directors or vice
versa.

                                      -14-
<PAGE>

                            CERTIFICATE OF SECRETARY


         I, the undersigned, certify that:

         1. I am the duly elected and acting  Secretary of North Bay Bancorp,  a
California corporation; and

         2. The foregoing  Amended and Restated  Bylaws,  consisting of fourteen
(14) pages, are the Bylaws of this corporation as duly adopted by Resolutions of
the Board of Directors of the Company  dated March 29, 2004.  The  amendments to
Sections 11, 17, and 18 were approved at the 2003 Annual Meeting of Shareholders
on May 8, 2003.

         IN WITNESS  WHEREOF,  I have subscribed my name and affixed the seal of
this corporation on March 29, 2004.




                                                   -----------------------------
                                                   Wyman G. Smith
                                                   Corporate Secretary

                                      -15-