SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

|X| ANNUAL  REPORT  PURSUANT TO SECTION  13 OR 15(d) OF  THE SECURITIES EXCHANGE
    ACT OF 1934 FOR the fiscal year ended December 31, 2002
                                       OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

Commission File No.  0-31080
                                NORTH BAY BANCORP
                                -----------------
                       (Name of Registrant in its Charter)

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

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

Issuer's telephone number, including area code:      (707) 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
                         --------------------------
                         Preferred Share Purchase Rights
                         -------------------------------

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes |X|    No |_|

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes |_|    No |X|

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-K is contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [X]

State the aggregate market value of Common Stock held by non-affiliates of North
Bay Bancorp as of June 30, 2002: $44,054,554.

State the number of shares of the North Bay Bancorp's  Common Stock  outstanding
as of March 10, 2003: 2,136,563

Documents Incorporated by Reference:
------------------------------------
2002 Annual Report to Stockholders.         Part II, Items 6 and 7 and Part III,
                                            Item 13

Proxy Statement for 2003 Annual Meeting     Part III, Items 9, 10, 11 and 12
of Shareholders to be filed pursuant to
Regulation 14A.
<PAGE>

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
PART I
<S>                                                                                                       <C>
Item 1 - Business                                                                                          3
Item 2 - Properties                                                                                       29
Item 3 - Legal Proceedings                                                                                31
Item 4 - Submission of Matters to a Vote of Security Holders                                              31

PART II
Item 5 - Market for the Company's Common Stock and Related Security Holder Matters                        32
Item 6 - Selected Financial Data                                                                          33
Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations            33
Item 7A - Quantitative and Qualitative Disclosure about Market Risk                                       33
Item 8 - Financial Statements and Supplementary Data                                                      35
Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure             35

PART III
Item 10 - Directors, Executive Officers, Promoters and Control Persons Compliance
with Section 16(a) of the Exchange Act                                                                    35
Item 11 - Executive Compensation                                                                          35
Item 12 - Security Ownership of Certain Beneficial Owners and Management                                  35
Item 13 - Certain Relationships and Related Transactions                                                  36
Item 14 - Controls and Procedures                                                                         36

PART IV
Item 15 - Exhibits and Reports on Form 8-K                                                                37
</TABLE>


                                       2
<PAGE>

                           FORWARD LOOKING STATEMENTS

In addition to the historical  information,  this Annual Report contains certain
forward-looking  information within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, and are subject to the "Safe Harbor" created by those Sections.  The
reader of this Annual Report  should  understand  that all such  forward-looking
statements  are  subject to various  uncertainties  and risks that could  affect
their outcome.  The Company's actual results could differ  materially from those
suggested  by such  forward-looking  statements.  Factors  that  could  cause or
contribute to such differences include, but are not limited to, (i) variances in
the actual versus  projected  growth in assets,  return on assets,  loan losses,
expenses,  rates  charged on loans and earned on securities  investments,  rates
paid on deposits,  and fee and other noninterest income earned; (ii) competitive
pressures  among  depository  and  other  financial  institutions  may  increase
significantly and have an effect on pricing, spending, third-party relationships
and revenues;  (iii) enactment of adverse  government  regulation;  (iv) adverse
conditions and volatility,  including as a result of recent economic uncertainty
created by the September 11, 2001  terrorists  attacks on the World Trade Center
and the Pentagon,  the United States' war on terrorism,  the war in Iraq, in the
stock market, the public debt market and other capital markets and the impact of
such  conditions  on the Company;  (v)  continued  changes in the interest  rate
environment  may reduce  interest  margins  and  adversely  impact net  interest
income; (vi) as well as other factors.  This entire Annual Report should be read
to put such  forward-looking  statements  in context and to gain a more complete
understanding of the uncertainties and risks involved in the Company's business.

Moreover,  wherever phrases such as or similar to "In Management's  opinion", or
"Management  considers" are used,  such  statements are as of and based upon the
knowledge  of  Management,  at the time  made and are  subject  to change by the
passage of time and/or  subsequent  events,  and accordingly such statements are
subject  to the same  risks  and  uncertainties  noted  above  with  respect  to
forward-looking statements.

                                     PART I

Item 1 - Business

North Bay Bancorp

General

North Bay Bancorp (Bancorp),  headquartered in Napa, California, is a California
corporation incorporated in 1999. Bancorp is the Holding Company for The Vintage
Bank and Solano Bank (Banks) and North Bay  Statutory  Trust 1, which are wholly
owned subsidiaries,  collectively (the Company). North Bay Statutory Trust 1 was
formed in June 2002 for the  purpose  of  issuing  trust  preferred  securities.
Bancorp is a registered financial holding company under the Bank Holding Company
Act of 1956, as amended,  and is subject to the  regulations of, and examination
by, the Board of Governors of the Federal  Reserve System.  At present,  Bancorp
does not engage in any material business  activities other than the ownership of
the Banks.


                                       3
<PAGE>

The Vintage Bank

General

The Vintage Bank is a California corporation organized as a state chartered bank
in 1984. The Vintage Bank engages in commercial  banking business in Napa County
from its main banking office located at 1500 Soscol Avenue in Napa,  California.
The  Vintage  Bank has four other  banking  offices;  one located at 3271 Browns
Valley Road, Napa, California, one at 3626 Bel Aire Plaza, Napa, California, one
located at 1065 Main  Street,  St.  Helena,  California  and one at 1190 Airport
Road, Napa, California. Automated teller machines are located at all offices and
at Ranch Market Too in Yountville,  providing 24-hour service.  The Vintage Bank
is a member of the STAR,  VISA and PLUS ATM networks,  providing  customers with
access to Point of Sale and ATM service  worldwide.  The Vintage Bank offers its
customers  Internet banking services;  this service supports account  inquiries,
transfers  between  accounts,  and  automatic  reconciliation  and bill  payment
services.  The  Vintage  Bank is a member of the  Federal  Reserve  System.  The
deposits  of each  depositor  of The  Vintage  Bank are  insured by the  Federal
Deposit Insurance Corporation up to the maximum allowed by law.

The  Vintage  Bank  offers  a full  range  of  commercial  banking  services  to
individuals and the business and  agricultural  communities in Napa County.  The
Vintage Bank emphasizes retail commercial banking  operations.  The Vintage Bank
accepts checking and savings deposits, makes consumer, commercial,  construction
and real estate  loans,  and provides  other  customary  banking  services.  The
Vintage  Bank does not offer  trust  services  and does not plan to do so in the
near  future.  There have been no material  changes in  services  offered by The
Vintage Bank. The Vintage Bank makes annuities and mutual funds available to its
customers through Protective  Financial and Insurance Services,  Inc. (PFIS) and
one of PFIS affiliate's, ProEquities, Inc.

Solano Bank

General

Solano Bank is a California  corporation  organized as a state chartered bank in
2000.  Solano Bank engages in commercial  banking business in Solano County from
its main banking  office  located at 403 Davis Street in Vacaville,  California.
Solano Bank has three other banking  offices;  one located at 1100 Texas Street,
Fairfield,  California,  one at 1395 E. Second Street, Benicia,  California, and
one located at 976-A Admiral  Callaghan  Lane,  Vallejo,  California.  Automated
teller machines are located at all offices,  providing  24-hour service.  Solano
Bank is a member of the STAR,  VISA and PLUS ATM networks,  providing  customers
with access to Point of Sale and ATM service  worldwide.  Solano Bank offers its
customers  Internet banking services;  this service supports account  inquiries,
transfers  between  accounts,  and  automatic  reconciliation  and bill  payment
services. Solano Bank is a member of the Federal Reserve System. The deposits of
each  depositor  of Solano  Bank are insured by the  Federal  Deposit  Insurance
Corporation up to the maximum allowed by law.

Solano Bank offers a full range of commercial  banking  services to  individuals
and the business and  agricultural  communities  in Solano  County.  Solano Bank
emphasizes retail commercial  banking  operations.  Solano Bank accepts checking
and savings deposits, makes consumer,  commercial,  construction and real estate
loans, and provides other customary banking services. Solano Bank does not offer
trust services and does not plan to do so in the near future.


                                       4
<PAGE>

Solano Bank makes annuities and mutual funds available to its customers  through
an unaffiliated corporation, Raymond James Financial Services.

Website Access to Reports

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

Consolidated Lending Activities

The Banks  concentrate  their  lending  activities in  commercial,  installment,
construction, and real estate loans made primarily to businesses and individuals
located  in Napa  and  Solano  Counties.  At  December  31,  2002,  total  loans
outstanding were $237,627,321  resulting in a loan-to-deposit ratio of 64.6%. At
December 31, 2001,  total loans  outstanding  were  $186,265,550  resulting in a
loan-to-deposit ratio of 63.7%.

As of December 31, 2002, The Vintage Bank's loan limits to individual  customers
were  $3,892,000 for unsecured  loans and  $10,380,000 for unsecured and secured
loans combined.  Solano Bank loan limits to individual customers were $1,120,000
for unsecured loans and $2,987,000 for unsecured and secured loans combined.  As
of December 31, 2001,  The Vintage  Bank's  lending  limits were  $3,181,000 for
unsecured loans and $8,483,000 for unsecured and secured loans combined.  Solano
Bank lending  limits were  $1,156,000  for unsecured  loans and  $3,984,000  for
unsecured and secured loans combined.  For customers desiring loans in excess of
the Bank's  lending  limits,  the Banks may loan on a  participation  basis with
another bank taking the amount of the loan in excess of Banks' lending limits.

At  December  31,  2002,  the  Banks'  commercial  loans   outstanding   totaled
$46,060,599  (19.4% of total  loans),  commercial  loans  secured by real estate
totaled   $16,991,592  (7.2%  of  total  loans),   construction   loans  totaled
$19,305,902 (8.1% of total loans), real estate loans totaled $131,166,687 (55.2%
of total  loans),  and  installment  loans totaled  $24,102,541  (10.1% of total
loans). At December 31, 2001,  commercial loans outstanding  totaled $29,730,027
(16.0%  of  total  loans),  commercial  loans  secured  by real  estate  totaled
$7,930,041 (4.3% of total loans),  construction loans totaled $21,453,418 (11.5%
of total loans),  real estate loans totaled  $106,850,930 (57.3% of total loans)
and installment  loans totaled  $20,301,134  (10.9% of total loans). At December
31, 2000,  commercial  loans  outstanding  totaled  $28,599,887  (18.8% of total
loans),  commercial  loans secured by real estate  totaled  $5,114,931  (3.3% of
total loans),  construction  loans totaled $8,242,918 (5.4% of the total loans),
real estate loans totaled  $86,886,297  (57.1% of total loans),  and installment
loans totaled $23,431,838 (15.4% of total loans).

As of December 31, 2002, the total of undisbursed loans and similar  commitments
was  $84,564,000  as  contrasted  with  $59,692,000  as of December 31, 2001 and
$53,317,000  as of December  31, 2000.  The Banks  expect all but  approximately
$729,000 of their  undisbursed  loans and similar  commitments  to be  exercised
during 2003.  The Banks take real estate,  listed  securities,  savings and time
deposits,   automobiles,   machinery  and  equipment,   inventory  and  accounts
receivable as collateral for loans.


                                       5
<PAGE>

The interest rates charged for the various loans made by the Banks vary with the
degree of risk and the size and maturity of the loans involved and are generally
affected by competition and by current money market rates.

Commercial Loans

The Banks make  commercial  loans  primarily to  professionals,  individuals and
businesses  in the  Counties  of Napa and  Solano.  The Banks offer a variety of
commercial  lending  products,  including  revolving  lines of  credit,  working
capital loans, equipment financing and issuance of letters of credit. Typically,
lines of credit have a floating  rate of interest  based on the Banks' Base Rate
and are for a term of one year or less. Working capital and equipment loans have
a  floating  or a  fixed  rate  typically  with a term of five  years  or  less.
Approximately  73% of the Banks'  commercial  loans are  unsecured or secured by
personal property and, therefore,  represent a higher risk of ultimate loss than
loans secured by real estate.  However,  as a result of the lending policies and
procedures  implemented  by the  Company,  management  believes it has  adequate
commercial loan  underwriting and review procedures in place to manage the risks
inherent in commercial  lending.  In addition,  commercial  loans not secured by
real estate  typically  require higher quality  credit  characteristics  to meet
underwriting requirements.  The remaining 27% of the Banks' commercial loans are
secured by real estate.

Real Estate Loans

Real estate loans consist of loans secured by deeds of trust on residential  and
commercial properties.  The purpose of these loans is to purchase real estate or
refinance an existing  real estate loan,  as compared  with real estate  secured
commercial loans,  which have a commercial  purpose unrelated to the purchase or
refinance of the real estate taken as  collateral.  The Banks' real estate loans
bear  interest  at rates  ranging  from 4.75% to 11.00% and have  maturities  of
thirty years or less.

The  Banks  originate  and  service  residential  mortgage  loans.  Most  of the
residential  mortgage  loans  originated by the Banks are sold to  institutional
investors  according  to  their  guidelines.  Servicing  of  these  loans is not
retained by the Banks, however the Banks do receive a loan fee.

Real Estate Construction Loans

The Banks' make loans to finance the construction of commercial,  industrial and
residential  projects and to finance land  development.  The Banks  portfolio is
diversified  between  the  categories  of  residential,   spec,  and  commercial
construction.  This  segment  of the  portfolio  represents  less  than  100% of
combined capital and does not require additional monitoring.  Construction loans
typically  have  maturities  of less  than one  year,  have a  floating  rate of
interest  based on Bank's  base rate and are  secured  by first  deeds of trust.
Generally,  the Banks' do not extend credit in an amount greater than 50% of the
appraised value of the real estate securing land and land development  loans, or
in an amount greater than 70% of the appraised value of the real estate securing
non-owner occupied residential construction loans and commercial  constructions,
or 80%  of the  appraised  value  in the  case  of  owner  occupied  residential
construction  loans.  Commercial  loans  secured by real  estate  are  generally
granted in an amount no greater than 75% of the appraised value.

Installment Loans

Installment  loans  are made to  individuals  for  household,  family  and other
personal  expenditures.   These  loans  typically  have  fixed  rates  and  have
maturities of five years or less.

Lending Policies and Procedures

The Banks' lending policies and procedures are established by senior  management
of the  Company  and are  approved by the Boards of  Directors  of Bancorp,  The
Vintage Bank and Solano Bank. The Boards of Directors have established


                                       6

<PAGE>

internal  procedures,  which limit loan  approval  authority  of the Banks' loan
officers.  The  Board of  Directors  of each  bank 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 of each Bank must approve all new loans and loan
renewals in excess of specified  amounts  (excluding  savings secured,  which is
unlimited in amount).  For The Vintage Bank this  includes any loan in excess of
$1,000,000  if secured by a  residential  first deed of trust or  $1,500,000  if
secured by a  commercial  first deed of trust,  $900,000  if secured by a second
deed of trust on residential,  and $600,000 if secured by a second deed of trust
on  commercial,  $700,000 if  unsecured  or secured by  equipment,  receivables,
inventory,  or  other  personal  property.  The  Vintage  Bank  has  established
individual limits of up to $700,000 for equipment leases.

For Solano  Bank this  includes  any loan in excess of  $400,000 if secured by a
residential  first deed of trust or  $300,000 if secured by a  commercial  first
deed of trust,  $300,000  if  secured  by a  residential  second  deed of trust,
$150,000 is unsecured or secured by equipment, receivables,  inventory, or other
personal property.  Solano Bank has also established  individual approval limits
of up to $400,000 for equipment  leases.  Further,  the Directors Loan Committee
must approve any loan not substantially conforming to written loan policy.

Loans to directors and executive  officers of the Banks or their affiliates must
be  approved  in all  instances  by a  majority  of the Board of  Directors.  In
accordance with law,  directors and officers are not permitted to participate in
the  discussion of or to vote on loans made to them or their related  interests.
In addition,  loans to directors and officers must be made on substantially  the
same terms,  including  interest  rates and  collateral  requirements,  as those
prevailing for comparable  transactions with other nonaffiliated  persons at the
time each loan was made,  subject to the  limitations  and other  provisions  in
California  and Federal  law.  These  loans also must not involve  more than the
normal risk of collectibility or present other unfavorable terms.

Consolidated Deposits

Napa  County  and  "south-central"   Solano  County  currently  constitutes  the
Company's  primary  service areas and most of the Banks'  deposits are attracted
from these areas. No material  portion of the Banks' deposits have been obtained
from a  single  person  or a few  persons,  the loss of any one or more of which
would  have a  material  adverse  effect on the  business  of the  Banks.  Total
deposits  as of  December  31,  2002 were  $367,803,202.  Total  deposits  as of
December 31, 2001 were  $292,441,196.  The Banks offer  courier  service in both
Napa County and Solano County.

Business Hours

In order to attract loan and deposit business,  both The Vintage Bank and Solano
Bank maintain lobby hours at their Main Offices  between 9:00 a.m. and 5:00 p.m.
Monday through Thursday,  between 9:00 a.m. and 6:00 p.m. on Friday, and between
9:00 a.m.  and 1:00 p.m. on Saturday.  Drive-up  hours are between 8:00 a.m. and
6:00 p.m. Monday through Friday, and between 9:00 a.m. and 1:00 p.m. on Saturday
at The Vintage Bank's Main Office. All branch offices are open between 9:00 a.m.
and 5:00 p.m.  Monday  through  Thursday,  between  9:00 a.m.  and 6:00 p.m.  on
Friday. All branch offices, with the exception of St. Helena and Fairfield,  are
open between 9:00 a.m. and 1:00 p.m. on Saturday.

Employees

At December  31,  2002,  the Company  employed  one  hundred  fifty-eight  (158)
persons,  twenty-one (21) of whom are part-time  employees,  including seven (7)
executive  officers and thirty-eight  (38) other officers.  At December 31, 2001


                                       7
<PAGE>

the Company  employed one hundred  fifty-two  (152) persons,  twenty-six (26) of
whom were part-time employees, including seven (7) executive officers and thirty
(30) other  officers.  At December  31, 2000,  the Company  employed one hundred
twenty-six  (126)  persons,  forty-six  (46) of whom were  part-time  employees,
including five (5) executive officers and twenty-seven (27) other officers. None
of the Company's employees are presently represented by a union or covered under
a  collective  bargaining  agreement.  Management  of the Company  believes  its
employee relations are excellent.


                                       8

<PAGE>

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 2002 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 2002, 2001 and 2000, 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, 2002, 2001
and 2000.

<TABLE>
<CAPTION>
                                               December 31, 2002              December 31, 2001             December 31, 2000
                                               -----------------              -----------------             -----------------

                                                                              (In 000's)
ASSETS                                   Average  Income/   Average    Average   Income/   Average     Average   Income/   Average
                                         Balance  Expense  Yield/Rate  Balance   Expense  Yield/Rate   Balance   Expense  Yield/Rate
                                         -------  -------  ----------  -------   -------  ----------   -------   -------  ----------
<S>                                     <C>       <C>         <C>      <C>         <C>       <C>       <C>        <C>        <C>
 Loans  (1)  (2)                        $212,735  $16,602     7.80%    $174,050   $15,319    8.80%    $141,076   $12,927     9.16%
 Investment securities:
   Taxable                                78,186    3,490     4.46%      57,501     3,395    5.90%      39,258     2,572     6.55%
   Non-taxable (3)                        14,002      868     6.20%      13,797       739    5.36%      13,993       856     6.12%
                                        --------  -------              --------   -------             --------   -------
TOTAL LOANS AND INVESTMENT SECURITIES    304,923   20,960     6.87%     245,348    19,453    7.93%     194,327    16,355     8.42%

 Due from banks, time                        100        5     5.59%         100         7    6.86%         100         5     5.56%
 Federal funds sold                       28,138      418     1.49%      26,577     1,012    3.81%       8,609       521     6.05%
                                        --------  -------              --------   -------             --------   -------

TOTAL EARNING ASSETS                     333,161   21,383     6.42%     272,025    20,472    7.53%    $203,036   $16,881     8.31%
                                        --------  -------              --------   -------             --------   -------

 Cash and due from banks                  20,376                         17,124                         12,060
 Allowance for loan losses
                                         (3,031)                        (2,507)                        (2,085)
 Premises and equipment, net              10,484                          8,006                          4,498
 Accrued interest receivable
   and other assets                       11,951                          6,928                          6,722
                                        --------                       --------                       --------
TOTAL ASSETS                            $372,941                       $301,576                       $224,231
                                        ========                       ========                       ========

LIABILITIES AND SHAREHOLDERS' EQUITY

 Deposits:
   Interest bearing demand              $136,134  $ 1,118     0.82%    $105,485    $2,164    2.05%     $66,741    $1,656     2.48%
   Savings                                25,798      228     0.88%      19,381       234    1.21%      16,038       299     1.87%
   Time                                   77,112    2,006     2.60%      72,291     3,318    4.59%      64,076     3,421     5.34%
                                          ------  -------              --------   -------             --------   -------

 TOTAL DEPOSITS                          239,044    3,352     1.40%     197,157     5,716    2.90%     146,855     5,376     3.66%

Borrowings                                 6,468      339     5.25%       2,212       171    7.72%       3,542       236     6.67%
</TABLE>


                                       9
<PAGE>

<TABLE>
<S>                                        <C>       <C>        <C>      <C>         <C>       <C>      <C>        <C>       <C>
TOTAL INTEREST BEARING
 LIABILITIES                               $245,512  $ 3,691    1.50%    $199,369    $5,887    2.95%   $150,397    $5,612    3.73%
                                           --------  -------             --------   -------            --------   -------

 Noninterest bearing DDA                     91,763                        71,798                        49,879
 Accrued interest payable
   and other liabilities                      3,040                         1,919                         1,634
 Shareholders' equity                        32,627                        28,490                        22,321
                                           --------                      --------                      --------

TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY                      $372,941                      $301,576                      $224,231
                                           ========                      ========                      ========
NET INTEREST INCOME                                  $17,692                        $14,585                       $11,269
                                                     =======                        ========                      =======
NET INTEREST INCOME TO
AVERAGE EARNING ASSETS
(Net Interest Margin (4))                              5.31%                          5.36%                         5.55%
</TABLE>


                                       10
<PAGE>

(1) Average loans include nonaccrual loans.

(2) Loan  interest  income  includes  loan fee  income  of  $1,166,939  in 2002,
$1,052,766 in 2001 and $646,359 in 2000.

(3) Average yields shown are  taxable-equivalent.  On a non- taxable basis, 2002
income was $663,376  with an average yield of 4.74%,  2001  interest  income was
$574,556  with an average  yield of 4.16%;  and in 2000  non-taxable  income was
$674,823 and the average yield was 4.82%.

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

The following  table sets forth a summary of the changes in interest  earned and
interest paid in December 31, 2002 over 2001;  December 31, 2001 over 2000;  and
December 31, 2000 over 1999  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.

<TABLE>
<CAPTION>
                                                                         (In 000's)
                                          2002 over 2001               2001 over 2000                  2000 over 1999
                                          --------------               --------------                  --------------
                                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          $0      ($2)     ($2)         $0        $2      $2        $0        ($1)          ($1)

   Investment Securities:
     Taxable                     1,218   (1,123)       95      1,194     (371)     823     (453)          44         (409)
     Non-Taxable (1)                11       118      129       (12)     (105)   (117)       (9)        (38)          (47)
   Federal Funds Sold               60     (654)    (594)      1,087     (596)     491       343        (15)           328
   Loans                         3,402   (2,119)    1,283      3,016     (624)   2,392     2,709         400         3,109
                                ------    ------   ------     ------    ------  ------    ------      ------        ------
   Total Interest and Fee        4,691   (3,780)      911      5,285   (1,694)   3,591     2,590         390         2,980
                                ------    ------   ------     ------    ------  ------    ------      ------        ------
Income

Increase (Decrease) In
 Interest Expense

   Deposits:
     Interest Bearing
     Transaction Accounts          627   (1,673)  (1,046)        960     (452)     508       190         127           317
     Savings                        79      (85)      (6)         63     (128)    (65)         2           0             2
     Time Deposits                 220   (1,532)  (1,312)        440     (543)   (103)       462         428           890
                                ------    ------   ------     ------    ------  ------    ------      ------        ------
   Total Deposits                  926   (3,290)  (2,364)      1,463   (1,123)     340       654         555         1,209

   Borrowings                      328     (160)      168       (88)        23    (65)      (12)          51            39
                                ------    ------   ------     ------    ------  ------    ------      ------        ------
   Total Interest Expense        1,254   (3,450)  (2,196)      1,375   (1,100)     275       642         606         1,248
                                ------    ------   ------     ------    ------  ------    ------      ------        ------
   Net Interest Income          $3,437    ($330)   $3,107     $3,910    ($594)  $3,316    $1,948      ($216)        $1,732
                                ======    ======   ======     ======    ======  ======    ======      ======        ======
</TABLE>

(1) The  interest  earned is  taxable-equivalent.  On a  non-taxable  basis 2002
interest was $89,180 more than 2001; 2001 interest income was $100,267 less than
in 2000; and 2000 interest income was $14,860 less than in 1999.


                                       11
<PAGE>

Investment Securities

The following tables show the book value of investment securities as of December
31, 2002, 2001 and 2000. Book Value as of December 31, 2002

<TABLE>
<CAPTION>
                                                 Book Value as of December 31, 2001
                                                 ----------------------------------

                                                                    (In 000's)
                                           Held to Maturity     Available-for-Sale        Equities
                                           ----------------     ------------------        --------
<S>                                                  <C>                  <C>               <C>
Securities of the U. S. Treasury and
   Government Agencies                                   $0                $34,731              $0
Mortgage Backed Securities                            1,272                 44,934               0
Equity Securities                                         0                      0           1,349
Municipal Securities                                      0                 13,045               0
Corporate Debt Securities                                 0                 11,763               0
                                                          -                 ------               -
                                                     $1,272               $104,473          $1,349
                                                     ======               ========          ======

<CAPTION>
                                                 Book Value as of December 31, 2001
                                                 ----------------------------------

                                                                    (In 000's)
                                           Held to Maturity     Available-for-Sale        Equities
                                           ----------------     ------------------        --------
<S>                                                  <C>                  <C>               <C>
Securities of the U. S. Treasury and
   Government Agencies                                   $0                $24,566              $0
Mortgage Backed Securities                            1,314                 28,213               0
Equity Securities                                         0                      0           1,241
Municipal Securities                                      0                 13,140               0
Corporate Debt Securities                                 0                 17,646               0
                                                          -                 ------               -
                                                     $1,314                $83,565          $1,241
                                                     ======                =======          ======

<CAPTION>
                                                   Book Value as of December 31, 2000
                                                   ----------------------------------

                                                                   (In 000's)
                                           Held to Maturity     Available-for-Sale        Equities
                                           ----------------     ------------------        --------
<S>                                                  <C>                  <C>               <C>
Securities of the U. S. Treasury and
   Government Agencies                                   $0                 $5,539              $0
Mortgage Backed Securities                            1,353                 23,911               0
Equity Securities                                         0                      0           1,232
Municipal Securities                                      0                 12,627               0
Corporate Debt Securities                                 0                 14,943               0
                                                          -                 ------               -
                                                     $1,353                $57,020          $1,232
                                                     ======                =======          ======
</TABLE>


                                       12
<PAGE>

The following  table provides a summary of the  maturities and weighted  average
yields of investment securities as of December 31, 2002.

                       MATURITY AND WEIGHTED AVERAGE YIELD
                         OF INVESTMENT SECURITIES AS OF
                                DECEMBER 31, 2002
                                   (In 000's)

<TABLE>
<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%   $34,731  3.27%         $0   0.00%         $0   0.00%     $34,731  3.27%
Mortgage-Backed Securities (1)             115   6.92%     3,478  3.07%      5,953   5.57%     35,388   4.38%      44,934  4.44%
Municipal Securities (2)                   204   7.43%     2,658  5.40%      8,160   6.02%      2,023   6.79%      13,045  6.04%
Corporate Debt Securities                3,836   5.45%     4,217  4.31%          0   0.00%      3,710   6.00%      11,763  5.21%
                                         -----   -----     -----  -----          -   -----      -----   -----      ------  -----
TOTAL                                   $4,155   5.59%   $45,084  3.48%    $14,113   5.83%    $41,121   4.64%    $104,473  4.34%

HELD TO MATURITY SECURITIES:

Municipal Securities (2)                    $0   0.00%        $0  0.00%         $0   0.00%     $1,272   8.78%      $1,272  8.78%
                                            --   -----        --  -----         --   -----     ------   -----      ------  -----
TOTAL                                       $0   0.00%        $0  0.00%         $0   0.00%     $1,272   8.78%      $1,272  8.78%

EQUITY SECURITIES:
Equity Stocks (3)                           $0   0.00%        $0  0.00%         $0   0.00%     $1,349   5.91%      $1,349  5.91%
                                            --   -----        --  -----         --   -----     ------   -----      ------  -----
                                            $0   0.00%        $0  0.00%         $0   0.00%     $1,349   5.91%      $1,349  5.91%
</TABLE>

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

(2)  Yields shown are taxable-equivalent.

(3)  Consists of Federal Reserve Bank and Federal Home Loan Bank Stock

Composition of Loans

                                 LOAN PORTFOLIO

The  following  table shows the  composition  of loans as of December  31, 2002,
2001, 2000, 1999 and 1998.

<TABLE>
<CAPTION>
                                                                               (In 000's)
                                              2002               2001             2000             1999              1998
                                            --------           --------         --------         --------          -------
<S>                                         <C>                <C>              <C>              <C>               <C>
Commercial Loans                            $ 46,061           $ 29,730         $ 28,600         $ 21,463          $14,410
Commercial Loans Secured by
    Real Estate                               16,991              7,930            5,115           13,011            6,063
Installment Loans                             24,102             20,301           23,432           20,869           18,461
Real Estate Loans                            131,167            106,851           86,886           58,368           51,643
Construction Loans                            19,306             21,453            8,243            8,441            5,950
                                            --------           --------         --------         --------          -------
                                             237,627            186,265          152,276          122,152           96,527
Less - Allowance  for
 Loan Losses                                   3,290              2,717            2,268            1,987            1,752
                                            --------           --------         --------         --------          -------

                                            $234,337           $183,548         $150,008         $120,165          $94,775
                                            ========           ========         ========         ========          =======
</TABLE>


                                       13
<PAGE>

The following  table shows  maturity  distribution  of loans and  sensitivity in
interest rates as of December 31, 2002.

<TABLE>
<CAPTION>
                                                                        (In 000's)
                                                                        AFTER ONE
                                                   IN ONE YEAR           THROUGH              AFTER
                                                     OR LESS            FIVE YEARS         FIVE YEARS         TOTAL
                                     ---------------------------------------------------------------------------------
<S>                                                  <C>                 <C>                <C>               <C>
Commercial (Including
Real Estate Secured)                                 $17,026             $22,098            $23,928           $63,052
Installment                                            6,669               4,292             13,141            24,102
Real Estate                                           13,511              23,916             93,740           131,167
Construction                                          13,194               1,905              4,207            19,306
                                                      ------               -----              -----            ------
                                                     $50,400             $52,211           $135,016          $237,627
                                                     =======             =======           ========          ========
</TABLE>

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

<TABLE>
                                                                            (In 000's)
<S>                                                  <C>                 <C>                <C>               <C>
Loans With Fixed Interest Rates                      $15,821             $31,964            $31,474           $79,259
Loans With Floating Interest Rates                    34,579              20,247            103,542           158,368
                                                      ------              ------            -------           -------
                                                     $50,400             $52,211           $135,016          $237,627
                                                     =======             =======           ========          ========
</TABLE>

Nonaccrual Past Due and Restructured Loans

There were no  nonaccrual  loans as of December  31, 2002,  2001,  2000 or 1999.
Nonaccrual  loans were $89,000 as of December 31, 1998. The Company held no OREO
as December 31, 2002,  2001,  2000,  1999 or 1998.  There were no loans accruing
interest 90 days past due as of December 31, 2002,  2001,  2000,  1999, or 1998.
There are no loans upon which principal and interest  payments were 90 days past
due at December 31, 2002 and with respect to which  serious  doubt existed as to
the ability of the borrower to comply with the present loan payment terms. There
were no restructured  loans at December 31, 2002. See the Company's  "Management
Discussion and Analysis" for policies as it relates to nonaccrual loans.

The following table sets forth the amount of the Banks' non-performing assets as
of the dates indicated:

<TABLE>
<CAPTION>
                                                                          (In 000's)
                                                                         December 31,
                                                          2002      2001       2000       1999        1998
<S>                                                         <C>      <C>         <C>        <C>      <C>
Nonaccrual loans                                             0         0          0          0          89
Accruing loans past due 90 days or more                      0         0          0          0           0
      Total nonperforming loans                              0         0          0          0          89
Other real estate owned                                      0         0          0          0           0
      Total nonperforming assets                             0         0          0          0          89
Nonperforming loans to total loans                          NA        NA         NA         NA       0.09%
Allowance for loan losses to nonperforming loans            NA        NA         NA         NA       1975%
Nonperforming assets to total assets                        NA        NA         NA         NA       0.05%
Allowance for loan losses to nonperforming assets           NA        NA         NA         NA       1975%
</TABLE>


                                       14
<PAGE>

The following  tables  summarize the allocation of the allowance for loan losses
between loan types at December 31, 2002, 2001, 2000, 1999, and 1998.

<TABLE>
<CAPTION>
                                                                  (In 000's)
                                                              December 31, 2002
                                        Composition of Loans    Amount Allocated for   Percentage of Loans
                                                                         Loan Losses   in Each Category to
                                                                                               Total Loans
<S>                                                  <C>                       <C>                   <C>
Commercial Loans                                     $46,061                    $587                 19.4%
Commercial Loans Secured by
    Real Estate                                       16,991                     294                  7.2%
Installment Loans                                     24,102                     272                 10.1%
Real Estate Loans                                    131,167                   1,688                 55.2%
Construction Loans                                    19,306                     449                  8.1%
                                                    --------                   -----                ------
Total Loans Outstanding                              237,627
Less Allowance for Loan Losses                         3,290                   3,290                100.0%
                                                    --------

Total Loans, net                                    $234,337
                                                    ========

<CAPTION>
                                                                  (In 000's)
                                                                December 31, 2001
                                        Composition of Loans    Amount Allocated for   Percentage of Loans
                                                                         Loan Losses   in Each Category to
                                                                                               Total Loans
<S>                                                  <C>                       <C>                   <C>
Commercial Loans                                     $29,730                    $632                 16.0%
Commercial Loans Secured by
    Real Estate                                        7,930                      71                  4.3%
Installment Loans                                     20,301                     259                 10.9%
Real Estate Loans                                    106,851                   1,588                 57.3%
Construction Loans                                    21,453                     167                 11.5%
                                                    --------                   -----                ------
Total Loans Outstanding                              186,265
Less Allowance for Loan Losses                         2,717                   2,717                100.0%
                                                    --------

Total Loans, net                                    $183,548
                                                    ========

<CAPTION>
                                                                  (In 000's)
                                                              December 31, 2000

                                        Composition of Loans    Amount Allocated for   Percentage of Loans
                                                                         Loan Losses   in Each Category to
                                                                                               Total Loans
<S>                                                  <C>                       <C>                   <C>
Commercial Loans                                     $28,600                    $703                 18.8%
Commercial Loans Secured by
    Real Estate                                        5,115                      61                  3.4%
Installment Loans                                     23,432                     193                 15.4%
Real Estate Loans                                     86,886                   1,195                 57.0%
Construction Loans                                     8,243                     116                  5.4%
                                                    --------                   -----                ------
Total Loans Outstanding                              152,276
Less Allowance for Loan Losses                         2,268                   2,268                100.0%
                                                    --------

Total Loans, net                                    $150,008
                                                    ========
</TABLE>


                                       15
<PAGE>

<TABLE>
<CAPTION>
                                                                    (In 000's)
                                                                December 31, 1999

                                          Composition of Loans    Amount Allocated for   Percentage of Loans
                                                                           Loan Losses   in Each Category to
                                                                                                 Total Loans
<S>                                                  <C>                       <C>                   <C>
Commercial Loans                                      $21,463                    $350                 17.6%
Commercial Loans Secured by
    Real Estate                                        13,011                     212                 10.6%
Installment Loans                                      20,869                     338                 17.1%
Real Estate Loans                                      58,368                     950                 47.8%
Construction Loans                                      8,441                     137                  6.9%
                                                     --------                   -----                ------
Total Loans Outstanding                               122,152
Less Allowance for Loan Losses                          1,987                   1,987                100.0%
                                                     --------

Total Loans, net                                     $120,165
                                                     ========

<CAPTION>
                                                                  (In 000's)
                                                              December 31, 1998

                                        Composition of Loans    Amount Allocated for   Percentage of Loans
                                                                         Loan Losses   in Each Category to
                                                                                               Total Loans
<S>                                                  <C>                       <C>                   <C>
Commercial Loans                                    $14,410                    $261                 14.9%
Commercial Loans Secured by
    Real Estate                                       6,063                     110                  6.3%
Installment Loans                                    18,461                     335                 19.1%
Real Estate Loans                                    51,643                     937                 53.5%
Construction Loans                                    5,950                     109                  6.2%
                                                    -------                   -----                ------
Total Loans Outstanding                              96,527
Less Allowance for Loan Losses                        1,752                   1,752                100.0%
                                                    -------

Total Loans, net                                    $94,775
                                                    =======
</TABLE>


                                       94
<PAGE>

Summary of Loan Loss Experience

The following  table provides a summary of the Banks' loan loss experience as of
December 31, 2002, 2001, 2000, 1999, and 1998.

<TABLE>
<CAPTION>
                                                                                    (In 000's)
                                                                                   December 31,
                                                                                   ------------
                                                     2002             2001             2000            1999              1998
                                                     ----             ----             ----            ----              ----
<S>                                                <C>              <C>              <C>             <C>                <C>
Average loans for the period                       $212,735         $174,050         $141,076        $110,609           $89,057
Loans outstanding at end
    of  period                                      237,627          186,265          152,276         122,152            96,527

Allowance for Loan Losses

Balance, beginning of period                          2,717            2,268            1,987           1,752             1,532

Less loans charged off:
    Real Estate loans                                     0                0                0              13                 7
    Commercial loans                                      0                0               99               0                38
    Installment loans                                    10                4                6              12                14
                                                     ------           ------           ------          ------            ------
Total loans charged off                                  10                4              105              25                59

Recoveries:
    Real Estate loans                                     0                0                0               0                 1
    Commercial loans                                      0                0                1               7                37
    Installment loans                                     7                6                0              13                 1
                                                          -                -                -              --                 -
Total recoveries                                          7                6                1              20                39

Net loans  charged off                                    3              (2)              104               5                20
(recovered)

Provision for loan losses                               576              447              385             240               240
                                                     ------           ------           ------          ------            ------

Balance, end of period                               $3,290           $2,717           $2,268          $1,987            $1,752
                                                     ======           ======           ======          ======            ======

Net loans charged off (recovered)
  to average loans by types:
       Real Estate loans                              0.00%            0.00%            0.00%           .001%             .007%
       Commercial loans                               0.00%            0.00%            .069%         (.006%)             .002%
       Installment loans                               .01%          (.001%)            .004%           .001%             .014%

Net losses (recoveries) to average loans
outstanding                                           .001%          (.001%)            .074%           .004%             .023%
</TABLE>


                                       17
<PAGE>

Time Deposits

The following  table sets forth the maturity of time  certificates of deposit of
$100,000 or more at December 31, 2002, 2001 and 2000.

<TABLE>
<CAPTION>
                                       2002                         2001                       2000
                                       ----                         ----                       ----
<C>                            <C>            <C>           <C>          <C>            <C>         <C>
3 months or less               $24,661        62.5%         $19,260      50.4%          $12,443     51.8%

Over 3 months through
6 months                         6,182        15.7%           8,243      21.6%            7,141     29.8%

Over 6 months through
12 months                        3,887         9.9%           6,302      16.5%            3,161     13.2%

Over 12 months                  4,695         11.9%          4,419       11.5%            1,252      5.2%
                               -------        -----         -------      -----          -------      ----
                               $39,425         100%         $38,224       100%          $23,997      100%
                               =======        =====         =======      =====          =======      ====
</TABLE>

Trust Preferred Securities

On June 26, 2002, North Bay Statutory Trust I (Trust),  a Connecticut  statutory
business  trust and  wholly-owned  subsidiary  of North Bay Bancorp,  issued $10
million in floating rate Cumulative Trust Preferred Securities (Securities). The
Securities  bear a rate of 90 day Libor plus  3.45% and had an initial  interest
rate of 5.34% and the rate is currently  4.85%;  the  Securities  will mature on
June 26, 2032, but earlier redemption is permitted under certain  circumstances,
such as changes in tax or regulatory  capital rules.  The principal asset of the
trust is a $10,310,000 floating rate subordinated debenture of the Company.

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

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

Borrowings

There were no  short-term  borrowings at December 31, 2002 or December 31, 2001.
Short-term   borrowings   consist  primarily  of  federal  funds  purchased  and
borrowings from the Federal Home Loan Bank of San Francisco  (FHLB).  The Banks'
maintain a collateralized  line of credit with the FHLB. Based on the FHLB stock
requirements at December 31, 2002, the lines provided for maximum  borrowings of
approximately  $110  million;  the Company  also has  available  unused lines of
credit totaling $16 million for Federal funds transactions at December 31, 2002.
The Company did not borrow at FHLB during 2002.


                                       18
<PAGE>

The Company had a $3,000,000  unsecured loan with Union Bank of California  that
was to mature in 2003 with principal and interest  payments due  quarterly.  The
balance at December 31, 2001 was  $1,846,154.  The loan was a variable rate loan
tied to Union Bank's  reference rate. The Company paid the loan in full in June,
2002 with the proceeds of the Trust Preferred Securities.


                                       19
<PAGE>

Return on Equity and Assets

The following  sets forth key ratios for the periods  ending  December 31, 2002,
2001 and 2000.

                                          2002             2001          2000
                                          ----             ----          ----
Net Income as a Percentage of
    Average Assets                         .99%            1.00%         1.17%
Net Income as a Percentage of
    Average Equity                       11.36%           10.61%        11.70%
Average Equity as a Percentage
    of Average Assets                    10.09%            9.45%         9.95%
Dividends Declared Per Share
    as a Percentage of Net
    Income Per share                     11.49%           13.70%        15.04%

Competition

The banking business in California, generally and in the service areas served by
the Banks  specifically,  is highly  competitive  with respect to both loans and
deposits and is  dominated by few major banks which have many offices  operating
over wide geographic areas. The Banks compete for deposits and loans principally
with these major banks, savings and loan associations, finance companies, credit
unions and other  financial  institutions  located in the Banks'  market  areas.
Among the advantages which the major banks have over the Banks are their ability
to finance  extensive  advertising  campaigns and to allocate  their  investment
assets to regions  of highest  yield and  demand.  Many of the major  commercial
banks  operating in the Banks'  service  areas offer certain  services  (such as
trust and international  banking services) which are not offered directly by the
Banks and,  by virtue of their  greater  total  capitalization,  such banks have
substantially higher lending limits than the Banks.

Moreover,  banks  generally,  and  the  Banks  in  particular,  face  increasing
competition for loans and deposits from non-bank financial  intermediaries  such
as savings and loan associations,  thrift and loan associations,  credit unions,
mortgage companies insurance companies and other lending institutions.  Further,
the  recent  trend has been for other  institutions,  such as  brokerage  firms,
credit card  companies,  and even retail  establishments,  to offer  alternative
investment vehicles, such as money market funds, as well as offering traditional
banking services such as check access to money market funds and cash advances on
credit card accounts. In addition,  the other entities (both public and private)
seeking  to raise  capital  through  the  issuance  and  sale of debt or  equity
securities also compete with the Banks in the acquisition of deposits.

In order to compete with the other financial institutions in their market areas,
the Banks rely principally upon local promotional activity, personal contacts by
their  officers,  directors,  employees  and  the  Company's  shareholders,  and
specialized services. In conjunction with the Banks' business plans to serve the
financial needs of local residents and small-to  medium-sized  businesses,  they
also rely on officer  calling  programs to existing and  prospective  customers,
focusing their overall  marketing efforts towards their local  communities.  The
Banks' promotional activities emphasize the advantages of dealing with a locally
owned and headquartered  institution  sensitive to the particular needs of their
local  communities.  For customers  whose loan demands  exceed a Bank's  lending
limit, the Banks attempt to arrange for such loans on a participation basis with
other financial institutions.

The Banks' strategy for meeting competition has been to maintain a sound capital
base and liquidity position,  employ experienced management,  and concentrate on
particular segments of the market and by offering customers a degree of personal
attention that, in the opinion of management, is not generally available through
the Banks' larger competitors.


                                       20
<PAGE>

Supervision And Regulation

A.       General

North Bay Bancorp

North Bay Bancorp, 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 Bancorp.

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

Bancorp may not engage in any business other than managing or controlling  banks
or  furnishing  services  to its  subsidiaries,  with the  exception  of certain
activities which, in the opinion of the Federal Reserve,  are so closely related
to banking or to managing or  controlling  banks as to be incidental to banking.
The  Gramm-Leach-Bliley  Act, federal  legislation  enacted in 2000, offers bank
holding  companies an opportunity to broaden the scope of activities  engaged in
by electing to be treated as a financial  holding company.  A financial  holding
company  enjoys  broader  powers  than  a  bank  holding  company,  specifically
including the ability to own securities  and insurance  companies in addition to
financial institutions. Bancorp became a financial Holding Company on August 23,
2000.  Bancorp  is  generally  prohibited  from  acquiring  direct  or  indirect
ownership or control of more than 5% of the voting shares of any company  unless
that company is engaged in such  authorized  activities and the Federal  Reserve
approves the acquisition.

Bancorp and its  subsidiaries  are  prohibited  from engaging in certain  tie-in
arrangements  in  connection  with any  extension  of  credit,  sale or lease of
property or provision of services.  For  example,  with certain  exceptions  The
Vintage Bank may not  condition  an extension of credit on a customer  obtaining
other services provided by it, Bancorp or any other subsidiary,  or on a promise
by the customer not to obtain other  services  from a  competitor.  In addition,
federal law imposes certain  restrictions  on  transactions  between The Vintage
Bank and its  affiliates.  As  affiliates,  The  Vintage  Bank,  Solano Bank and
Bancorp are subject with certain  exceptions,  to the  provisions of federal law
imposing limitations on and requiring collateral for extensions of credit by The
Vintage Bank and Solano Bank to any affiliate.

The Banks

As  California  state-chartered  banks,  The  Vintage  Bank and Solano  Bank are
subject to regulation,  supervision  and periodic  examination by the California
Department of Financial Institutions.  As members of the Federal Reserve System,
The Vintage Bank and Solano Bank are also subject to regulation, supervision and
periodic  examination by the Federal  Reserve Bank of San Francisco.  The Banks'
deposits are insured by the Federal Deposit Insurance Corporation to the maximum
amount  permitted  by law,  which is currently  $100,000  per  depositor in most
cases.  Insured banks are subject to FDIC regulations  applicable to all insured
institutions.

The regulations of these state and federal bank regulatory  agencies govern,  or
will govern, most aspects of the Banks' businesses and operations, including but
not limited  to, the scope of their  business,  its  investments,  its  reserves
against deposits,  the nature and amount of any collateral for loans, the timing
of availability of deposited funds,  the issuance of securities,  the payment of
dividends, bank expansion and bank activities, including real estate development
and insurance activities,  and the payment of interest on certain deposits.  The
Vintage  Bank  and  Solano  Bank  are  also  subject  to  the  requirements  and
restrictions   of  various   consumer  laws,   regulations   and  the  Community
Reinvestment Act.


                                       21
<PAGE>

B.       Payment of Dividends

North Bay Bancorp

The  shareholders  of Bancorp  are  entitled  to receive  dividends  when and as
declared by its Board of Directors,  out of funds legally available,  subject to
the dividends  preference,  if any, on preferred  shares that may be outstanding
and also subject to the  restrictions  of the California  Corporations  Code. At
December 31, 2002, Bancorp had no outstanding shares of preferred stock.

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

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

The Banks

Under state law, the Board of Directors of a California state chartered bank may
declare a cash dividend,  subject to the restriction  that the amount  available
for the  payment  of cash  dividends  is  limited  to the  lesser of the  bank's
retained  earnings,  or the bank's net income for the latest three fiscal years,
less dividends  previously declared during that period, or, with the approval of
the  Commissioner  of  Financial  Institutions,  to the greater of the  retained
earnings of the bank, the net income of the bank for its last fiscal year or the
net income of the bank for its current fiscal year.

Federal  Reserve  regulations  also govern the payment of  dividends  by a state
member bank. Under Federal Reserve regulations, dividends may not be paid unless
both capital and earnings  limitations  have been met. First, no dividend may be
paid if it would result in a withdrawal  of capital or exceed the member  bank's
net profits then on hand,  after deducting its losses and bad debts.  Exceptions
to this  limitation  are available  only upon the prior  approval of the Federal
Reserve  and the  approval  of  two-thirds  of the member  bank's  shareholders.
Second,  a state  member bank may not pay a dividend  without the prior  written
approval of the Federal  Reserve if the total of all  dividends  declared in one
year  exceeds  the total of net  profits  for that year plus the  preceding  two
calendar  years,  less any required  transfers to surplus under state or federal
law.

The Federal  Reserve  has broad  authority  to prohibit a bank from  engaging in
banking  practices  which it considers to be unsafe or unsound.  It is possible,
depending  upon the  financial  condition  of the  bank in  question  and  other
factors,  that the Federal  Reserve may assert that the payment of  dividends or
other  payments  by a member  bank is  considered  an unsafe or unsound  banking
practice and therefore, implement corrective action to address such a practice.

Accordingly,  the future payment of cash dividends by The Vintage Bank or Solano
Bank to Bancorp will generally depend not only on the banks' earnings during any
fiscal period but also on the banks' meeting  certain capital  requirements  and
the maintenance of adequate allowances for loan and lease losses.

C.       Change in Control

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


                                       22
<PAGE>

D.       Capital Standards

The  Board of  Governors,  the FDIC and  other  federal  banking  agencies  have
risk-based capital adequacy  guidelines intended to provide a measure of capital
adequacy   that  reflects  the  degree  of  risk   associated   with  a  banking
organization's operations for both transactions reported on the balance sheet as
assets, and transactions,  such as letters of credit and recourse  arrangements,
which are reported as off-balance-sheet  items. Under these guidelines,  nominal
dollar  amounts  of assets and credit  equivalent  amounts of  off-balance-sheet
items are multiplied by one of several risk adjustment percentages,  which range
from 0% for  assets  with low  credit  risk,  such as  certain  U.S.  government
securities,  to 100% for assets with  relatively  higher  credit  risk,  such as
business loans.

A banking organization's  risk-based capital ratios are obtained by dividing its
qualifying  capital  by its total  risk-adjusted  assets  and  off-balance-sheet
items. The regulators measure risk-adjusted assets and  off-balance-sheet  items
against  both total  qualifying  capital  (the sum of Tier 1 capital and limited
amounts of Tier 2 capital) and Tier 1 capital. Tier 1 capital consists of common
stock, retained earnings,  noncumulative  perpetual preferred stock and minority
interests in certain  subsidiaries,  less most other  intangible  assets.  Trust
preferred  securities,  limited to 25% of capital,  are also  considered  Tier 1
capital for regulatory purposes up to 25% of capital. Tier 2 capital may consist
of a limited  amount of the  allowance  for  possible  loan and lease losses and
certain other instruments with some  characteristics of equity. The inclusion of
elements  of Tier 2  capital  is  subject  to  certain  other  requirements  and
limitations  of the federal  banking  agencies.  Since  December 31,  1992,  the
federal  banking  agencies have  required a minimum  ratio of  qualifying  total
capital to risk-adjusted assets and off-balance-sheet items of 8%, and a minimum
ratio of Tier 1 capital to risk-adjusted assets and  off-balance-sheet  items of
4%.

In addition to the risk-based  guidelines,  federal banking  regulators  require
banking  organizations to maintain a minimum amount of Tier 1 capital to average
total  assets,  referred to as the leverage  ratio.  For a banking  organization
rated in the highest of the five  categories  used by regulators to rate banking
organizations,  the minimum  leverage ratio of Tier 1 capital to total assets is
3%. It is  improbable,  however,  that an  institution  with a 3% leverage ratio
would  receive  the  highest  rating by the  regulators  since a strong  capital
position  is a  significant  part of the  regulators'  rating.  For all  banking
organizations not rated in the highest  category,  the minimum leverage ratio is
at least 100 to 200 basis  points  above the 3%  minimum.  Thus,  the  effective
minimum  leverage ratio,  for all practical  purposes,  is at least 4% or 5%. In
addition to these uniform risk-based capital guidelines and leverage ratios that
apply across the industry,  the regulators have the discretion to set individual
minimum capital  requirements for specific  institutions at rates  significantly
above the minimum guidelines and ratios.

A bank that does not achieve and  maintain the  required  capital  levels may be
issued a capital  directive  by the FDIC to ensure the  maintenance  of required
capital levels.  As discussed  above,  the Company and the Banks are required to
maintain certain levels of capital. The regulatory capital guidelines as well as
the actual  capitalization for the Banks and the Company on a consolidated basis
as of December 31, 2002 follow:

<TABLE>
<CAPTION>
                                         REQUIREMENT
                             ------------------------------------
                                                                         The
                                 ADEQUATELY          WELL              Vintage       Solano
                                CAPITALIZED       CAPITALIZED            Bank         Bank       Company
                             ------------------ -----------------     ---------- ------------ -------------
<S>                                <C>               <C>                 <C>          <C>         <C>
Total risk-based                   8.0%              10.0%               11.03%       14.57%      14.88%
capital ratio
Tier 1 risk-based                  4.0%               6.0%                9.93%       13.79%      13.85%
capital ratio
Tier 1 leverage capital            4.0%               5.0%                7.52%       12.36%      10.86%
ratio
</TABLE>

E.       Impact of Monetary Policies

The  earnings  and growth of the Banks are subject to the  influence of domestic
and  foreign   economic   conditions,   including   inflation,   recession   and
unemployment.  The  earnings  of the  Banks  are  affected  not only by  general
economic  conditions but also by the monetary and fiscal  policies of the United
States and  federal  agencies,  particularly  the Federal  Reserve.  The Federal
Reserve can and does implement national monetary policy, such as seeking to curb
inflation and combat  recession,  by its open market operations in United States
Government  securities


                                       23
<PAGE>

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.

F.       Extensions of Credit to Insiders and Transactions with Affiliates

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

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

The   provisions   of  Regulation  O  summarized   above   reflect   substantial
strengthening as a result of the adoption of FDICIA.  FDICIA also resulted in an
amendment to Regulation O which provides that the aggregate  limit on extensions
of  credit  to all  insiders  of a bank  as a group  cannot  exceed  the  bank's
unimpaired  capital and unimpaired  surplus.  An exception to this limitation is
provided for banks with less than $100,000,000 in deposits.  The aggregate limit
applicable  to such  banks  is two  times  the  bank's  unimpaired  capital  and
unimpaired  surplus,  provided the bank meets or exceeds all applicable  capital
requirements.

G.       Consumer Protection Laws and Regulations

The bank regulatory  agencies are focusing greater  attention on compliance with
consumer  protection laws and their  implementing  regulations.  Examination and
enforcement have become more intense in nature,  and insured  institutions  have
been advised to monitor carefully compliance with such laws and regulations. The
Bank is subject to many federal  consumer  protection  statutes and regulations,
some of which are discussed below.

The  Community  Reinvestment  Act  ("CRA")  is  intended  to  encourage  insured
depository  institutions,  while operating safely and soundly,  to help meet the
credit  needs of their  communities.  The CRA  specifically  directs the federal
regulatory agencies, in examining insured depository  institutions,  to assess a
bank's  record  of  helping  meet  the  credit  needs of its  entire  community,
including low- and moderate-income neighborhoods, consistent with safe and sound
banking  practices.  The CRA further  requires  the agencies to take a financial
institution's  record of meeting its  community  credit  needs into account when
evaluating applications for, among other things,  domestic branches,  mergers or
acquisitions, or holding company formations. The agencies use the CRA assessment
factors in order to provide a rating to the financial  institution.  The ratings
range from a high of "outstanding" to a low of "substantial  noncompliance." The
Vintage Bank has not been examined for CRA compliance by their primary regulator
in the last 12 months.  Solano  Bank was  examined  June 11,  2002 and was rated
satisfactory.

The Equal Credit Opportunity Act ("ECOA") generally prohibits  discrimination in
any credit transaction,  whether for consumer or business purposes, on the basis
of race, color,  religion,  national origin, sex, marital status, age (except in
limited  circumstances),  receipt of income from public assistance programs,  or
good faith exercise of any rights under the Consumer Credit Protection Act.


                                       24
<PAGE>

The Truth in Lending Act  ("TILA")  is designed to ensure that credit  terms are
disclosed in a meaningful  way so that  consumers may compare  credit terms more
readily and  knowledgeably.  As a result of the TILA, all creditors must use the
same credit  terminology  to express  rates and  payments,  including the annual
percentage rate, the finance charge, the amount financed,  the total of payments
and the payment schedule, among other things.

The Fair Housing Act ("FH Act")  regulates many practices,  including  making it
unlawful  for  any  lender  to  discriminate  in  its  housing-related   lending
activities against any person because of race, color, religion, national origin,
sex,  handicap or familial status. A number of lending practices have been found
by the courts to be, or may be considered,  illegal under the FH Act,  including
some that are not specifically mentioned in the FH Act itself.

The Home Mortgage Disclosure Act ("HMDA") grew out of public concern over credit
shortages in certain urban  neighborhoods  and provides public  information that
will help show whether  financial  institutions  are serving the housing  credit
needs of the neighborhoods  and communities in which they are located.  The HMDA
also  includes  a  "fair  lending"  aspect  that  requires  the  collection  and
disclosure  of data about  applicant  and borrower  characteristics  as a way of
identifying   possible    discriminatory    lending   patterns   and   enforcing
anti-discrimination statutes.

Finally, the Real Estate Settlement Procedures Act ("RESPA") requires lenders to
provide borrowers with disclosures  regarding the nature and cost of real estate
settlements. Also, RESPA prohibits certain abusive practices, such as kickbacks,
and places  limitations on the amount of escrow  accounts.  Penalties  under the
above  laws may  include  fines,  reimbursements  and  other  penalties.  Due to
heightened  regulatory concern related to compliance with the CRA, TILA, FH Act,
ECOA, HMDA and RESPA generally,  the Bank may incur additional  compliance costs
or be  required  to  expend  additional  funds  for  investments  in  its  local
community.

H.       Recent and Proposed Legislation

The  operations of Bancorp and the Banks are subject to extensive  regulation by
federal,  state, and local  governmental  authorities and are subject to various
laws  and  judicial  and  administrative  decisions  imposing  requirements  and
restrictions on part or all of their  respective  operations.  Bancorp  believes
that it is in substantial  compliance in all material  respects with  applicable
federal,  state, and local laws, rules and regulations.  Because the business of
Bancorp  and the Banks is highly  regulated,  the  laws,  rules and  regulations
applicable to each of them are subject to regular modification and change.

From time to time, legislation is enacted which has the effect of increasing the
cost  of  doing  business,  limiting  or  expanding  permissible  activities  or
affecting  the   competitive   balance   between   banks  and  other   financial
institutions.  Proposals  to  change  the laws  and  regulations  governing  the
operations and taxation of banks and other financial institutions are frequently
made  in  Congress,  in the  California  legislature  and  before  various  bank
regulatory agencies.

Sarbanes-Oxley Act

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

Longer  prison terms and increased  penalties  will also be applied to corporate
executives who violate federal  securities laws, the period during which certain
types of suits  can be  brought  against  a  company  or its  officers  has been
extended,  and  bonuses  issued  to top  executives  prior to  restatement  of a
company's  financial   statements  are  now  subject  to  disgorgement  if  such
restatement was due to corporate misconduct. Executives are also prohibited from


                                       25
<PAGE>

insider trading during retirement plan "blackout" periods,  and loans to company
executives are restricted. The Act accelerates the time frame for disclosures by
public  companies,  as they must  immediately  disclose any material  changes in
their financial  condition or operations.  Directors and executive officers must
also provide information for most changes in ownership in a company's securities
within two business days of the change.

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

Effective for filings due after August 29, 2002,  as directed by Section  302(a)
of  Sarbanes-Oxley,  the Company's chief  executive  officer and chief financial
officer were each  required to certify that the  Company's  Quarterly and Annual
Reports do not contain any untrue  statement of a material  fact. The rules have
several  requirements,  including  having these officers  certify that: they are
responsible  for   establishing,   maintaining  and  regularly   evaluating  the
effectiveness of Company's internal controls; they have made certain disclosures
to Bancorp's  auditors and the audit  committee of the Board of Directors  about
the  Company's  internal  controls;  and they have included  information  in the
Company's  Quarterly and Annual Reports about their evaluation and whether there
have been  significant  changes in the Company's  internal  controls or in other
factors that could  significantly  affect  internal  controls  subsequent to the
evaluation.

USA PATRIOT Act

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

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

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

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

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

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

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

      * The designation of a compliance officer;

      * An ongoing employee training program; and

      * An independent audit function to test the programs.


                                       26
<PAGE>

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

Financial Services Modernization Legislation

On November 12, 1999,  President Clinton signed into law the  Gramm-Leach-Bliley
Act. This  legislation  eliminated  many of the barriers that have separated the
insurance,  securities and banking  industries since the Great  Depression.  The
federal  banking  agencies (the Board of  Governors,  FDIC and the Office of the
Comptroller  of the Currency)  among others,  continue to draft  regulations  to
implement the  Gramm-Leach-Bliley  Act. The Gramm-Leach-Bliley Act is the result
of a decade of debate in the Congress regarding a fundamental reformation of the
nation's  financial  system.  The  law  is  subdivided  into  seven  titles,  by
functional area.

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

Financial Holding Companies and Financial Activities

Title I  establishes  a  comprehensive  framework to permit  affiliations  among
commercial  banks,  insurance  companies,  securities firms, and other financial
service  providers by revising and  expanding  the BHC Act framework to permit a
holding company system to engage in a full range of financial activities through
qualification as a new entity known as a financial holding company.

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


                                       27
<PAGE>

Securities Activities

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

Insurance Activities

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

Privacy

Under Title V, federal banking regulators were required to adopt rules that have
limited  the  ability  of banks and other  financial  institutions  to  disclose
non-public  information  about consumers to nonaffiliated  third parties.  These
limitations  require  disclosure of privacy  policies to consumers  and, in some
circumstances,  allow  consumers  to  prevent  disclosure  of  certain  personal
information to a nonaffiliated  third party.  Federal banking  regulators issued
final rules on May 10, 2000 to  implement  the  privacy  provisions  of Title V.
Under the rules, financial institutions must provide:

* initial  notices to customers  about their privacy  policies,  describing  the
conditions  under which they may  disclose  nonpublic  personal  information  to
nonaffiliated third parties and affiliates;

* annual notices of their privacy policies to current customers; and

* a reasonable method for customers to "opt out" of disclosures to nonaffiliated
third parties.

Compliance  with the rules is mandatory  after July 1, 2001. The Company and the
Banks were in full compliance with the rules as of or prior to their  respective
effective dates.

Safeguarding Confidential Customer Information

Under Title V, federal banking  regulators are required to adopt rules requiring
financial  institutions to implement a program to protect confidential  customer
information.  In January 2000, the federal banking agencies  adopted  guidelines
requiring financial institutions to establish an information security program.

Each of the Banks  implemented a security  program  appropriate  to its size and
complexity and the nature and scope of its operations  prior to the July 1, 2001
effective date of the regulatory  guidelines,  and since initial  implementation
each has, as necessary, updated and improved its program.

Community Reinvestment Act Sunshine Requirements

The federal banking agencies have adopted final regulations implementing Section
711 of  Title  VII,  the CRA  Sunshine  Requirements.  The  regulations  require
nongovernmental  entities  or persons and insured  depository  institutions  and
affiliates  that are parties to written  agreements  made in connection with the
fulfillment of the institution's CRA obligations to make available to the public
and the federal banking  agencies a copy of each agreement.  Neither the Company
nor the  Banks  are a party  to any  agreement  that  would  be the  subject  of
reporting pursuant to the CRA Sunshine Requirements.

The  Banks  and  the  Company  intend  to  comply  with  all  provisions  of the
Gramm-Leach-Bliley   Act  and  all  implementing   regulations  as  they  become
effective. The Company and the Banks were in full compliance with the applicable
regulations implementing provisions of the Gramm-Leach-Bliley Act as of or prior
to their respective effective dates.


                                       28
<PAGE>

Fair Credit Reporting Act

In 1970, the U. S. Congress the Fair Credit  Reporting Act (the "FCRA") in order
to ensure the  confidentiality,  accuracy,  relevancy and proper  utilization of
consumer credit report information.  Under the framework of the FCRA, the United
States has developed a highly advanced and efficient  credit  reporting  system.
The   information   contained   in  that  broad  system  is  used  by  financial
institutions,  retailers  and  other  creditors  of every  size in making a wide
variety  of  decisions  regarding  financial  transactions.  Employers,  and law
enforcement  agencies have also made wide use of the  information  collected and
maintained  in  databases  made  possible  by the FCRA.  The FCRA  affirmatively
preempts  state law in a number of areas,  including  the  ability  of  entities
affiliated by common  ownership to share and exchange  information  freely,  the
requirements  on credit  bureaus to  reinvestigate  the  contents  of reports in
response to consumer  complaints,  among others.  By its terms,  the  preemption
provision of the FCRA will terminate as of December 31, 2003. Termination of the
preemption  provisions  could  significantly  impact the ability of the existing
credit bureau system to continue operating.

The Banks may incur additional  costs,  and be required to implement  additional
costly procedures and systems in the event that the preemption provisions of the
FCRA  terminate at the end of 2003,  and  California,  or other  states,  adopts
legislation  that would have the effect of prohibiting the continued  sharing of
information  such as that currently  collected by credit bureaus  throughout the
United States. The likelihood of the FCRA preemption  provisions  terminating by
their  terms,  and of the  adoption  of such  restrictive  provisions  by  state
legislatures, cannot be estimated at this time.

Deposit Insurance Reform

Both houses of the 108th Congress have among the bills it is to consider  during
the  session  a  measure  designed  to make the  administration  of the  deposit
insurance  system  more  efficient  by merging the Bank  Insurance  Fund and the
Savings  Association  Insurance  Fund, and increasing the flexibility of the FDI
Act with regard to the  appropriate  level of the  resulting  Deposit  Insurance
Fund, as established by the FDIC Board of Directors.

On February 4, 2003,  Representative  Spencer Bachus of Alabama  introduced bill
H.R. 522,  entitled the "Federal Deposit Insurance Reform Act of 2003". H.R. 522
incorporates  a number of  provisions  requiring a merger of the Bank  Insurance
Fund and the Savings  Association  Insurance Fund to form the Deposit  Insurance
Fund,  increasing  the  coverage  amount for  deposit  insurance,  amending  the
procedure and  considerations  utilized by the Board of Directors of the FDIC in
setting insurance  assessment rates,  replacing the fixed target for the size of
the Bank Insurance Fund of 1.25 percent of estimated insured deposits to a range
of not less than 1.15 and not more than 1.4 percent of estimate deposits, making
technical changes to the manner in which the FDIC gathers  information to assess
the risk of future bank  failures for use in analyzing  the adequacy of the Bank
Insurance Fund and other technical amendments  regarding refunds,  dividends and
credits  from  the  Deposit  Insurance  Fund.  Finally,  H.R.  522  directs  the
Comptroller  General, the Board of Directors of the FDIC and the National Credit
Union  Administration  Board  variously to conduct a number of studies on issues
including  the  utility of the prompt  corrective  provisions  of the FDI Act as
implemented  by  the  federal  banking  agencies,  the  appropriateness  of  the
organizational  structure of the FDIC, and the  feasibility of creating a system
of private  deposit  insurance  for  amounts  over the  maximum  public  deposit
insurance  provided and the  feasibility of converting to a voluntary or private
deposit insurance system.

On January 29,  2003,  Senator Tim Johnson of South  Dakota  introduced  S. 229,
entitled  "A bill for the  merger of the bank and  savings  association  deposit
insurance funds, to modernize and improve the safety and fairness of the Federal
deposit  insurance  system,  and for other purposes." S. 229 also seeks to merge
the Bank Insurance Fund with the Savings Association  Insurance Fund to form the
Deposit  Insurance  Fund,  to increase  the level of federal  deposit  insurance
coverage  generally to $130,000 per account,  replacing the fixed target for the
size of the Bank Insurance Fund of 1.25 percent of estimated insured deposits to
a range  of not  less  than  1.10 and not more  than  1.5  percent  of  estimate
deposits,  inserting a requirement that the FDIC refund any overpaid assessment,
and  require  studies,  first  by the  Board  of  Directors  of the FDIC and the
National  Credit Union  Administration  Board on the  feasibility  of increasing
deposit  insurance   coverage  for  municipalities  and  other  units  of  local
government,  the feasibility of creating a system of private  deposit  insurance
for amounts  over the maximum  public  deposit  insurance  provided,  and of the
feasibility  of using  actual  deposits  rather than  estimated  deposits in the
calculation of the reserve ratio of the Deposit Insurance Fund.

No assurance can be given as to the passage,  or failure, of the House or Senate
bills.


                                       29
<PAGE>

California Financial Information Privacy Act

California  Senate  Bill 1,  introduced  on  December  2, 2002,  would enact the
California  Financial  Information  Privacy Act, which would require a financial
institution to provide specific information to a consumer related to the sharing
of that  consumer's  nonpublic  personal  information.  The bill  would  allow a
consumer to direct the financial  institution  not to share his or her nonpublic
personal  information  with affiliated or  nonaffiliated  companies with which a
financial institution has contracted to provide financial products and services,
and would  require  that  permission  from each such  consumer  be acquired by a
financial  institution prior to sharing such  information.  These provisions are
more restrictive  than the privacy  provisions of the GLB Act, and would require
the Bank to adopt new  policies,  procedures  and  disclosure  documentation  if
enacted. The cost of complying with this bill if enacted as law in California is
not predictable at this time.

I.       Other

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

Item 2 - PROPERTIES

North Bay Bancorp

The  Bancorp  utilizes  space in The  Vintage  Bank's main office at 1500 Soscol
Avenue, Napa, California, and at 3626 Bel Aire Plaza, Napa, California. Pursuant
to the terms of a Reimbursement  Agreement  entered into between Bancorp and The
Vintage,  Bancorp  reimburses  The Vintage Bank for the fair market value of the
space utilized by Bancorp.

Bancorp leases a building located at 1100 Texas Street,  Fairfield,  California,
containing  approximately  5,700 square feet. The lease term commenced on August
15, 2000, for an initial term of five years and one-half month,  with one option
to renew for five years  provided  notice is given not less than ninety days but
not more than one hundred  eighty days prior to  expiration of the initial term.
Rent was subject to adjustment on September 1, 2001, and annually  thereafter in
accordance  with  increases in the Consumer  Price Index.  Effective  January 1,
2002, the monthly rental was $4,582 per month. By the terms of the lease Bancorp
is  required  to:

     o    keep the premises in good order, condition and repair
     o    maintain comprehensive general liability insurance
     o    pay all real property taxes assessed against the premises and
     o    pay for all  utilities  used.  By the  terms of a  Sublease  Agreement
          entered  into with Solano Bank as of October 1, 2000,  Bancorp  leased
          approximately 2,254 square feet of the building to Solano Bank for use
          as a branch  location and granted Solano Bank the right to jointly use
          approximately  740 square feet of common  area.  The  remainder of the
          building is used by Bancorp as a data center.

Bancorp leases a portion of a multi-tenant  professional office building located
at 222 Gateway Road,  West, Napa,  California,  containing  approximately  8,523
square feet  rentable  space and 8,453 square feet usable  space,  in which will
reside centralized servicing departments for the Company. The lease commenced on
March 1, 2003, for an initial term of five years with one option to renew for an
additional  five-year  term provided  notice is given not less than 3 months but
not more than 6 months  prior to the  expiration  of the initial  term.  Rent is
$10,399 per month subject to annual  adjustments  not greater than 3% based upon
increases in the Consumer Price Index and Fair Market Value. By the terms of the
lease Bancorp is required to:

     o    maintain and repair the leased premises
     o    maintain comprehensive general liability insurance
     o    pay its share of real property  taxes  assessed  against the premises,
          and
     o    pay for all utilities used.


                                       30
<PAGE>

Bancorp utilizes  approximately  1,918 square feet in The Vintage Bank's Gateway
Branch located at 1190 Airport Boulevard,  suite 101. Pursuant to the terms of a
sublease  between Bancorp and The Vintage Bank,  Bancorp will pay to The Vintage
Bank 38.31% of the rent that The  Vintage  Bank pays on its lease of the Gateway
facility,  making the initial  rent  $5,762.21.  Rent is then  subject to annual
adjustments in accordance with  adjustments to The Vintage Bank's rent, based on
increases in the Consumer Price Index with a minimum annual increase of 2.5% and
a maximum annual increase of 5%.

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

The Vintage Bank

The Vintage Bank's main office is located in a two-story building at 1500 Soscol
Avenue, Napa, California. The real property on which the building is located was
acquired by The Vintage  Bank in 1988,  and  construction  of the  building  was
completed  in  1989.  In 1993 an  additional  2,500  square  feet of  previously
unoccupied  space 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 The Vintage Bank. In January,  1996
The Vintage Bank purchased  approximately 11,000 square feet of land adjacent to
the Main Office to  facilitate  expansion of The Vintage  Bank's  motor  banking
facility.

The Vintage Bank leases the premises for its Browns Valley Office, consisting of
approximately  2,000 square  feet,  located at 3271 Browns  Valley  Road,  Napa,
California.  The lease  commenced  on October 22, 1990 for a term of five years,
with three  successive  options to renew for five years  each.  To  exercise  an
option,  the lease  requires  three months prior notice of the bank's  intent to
renew.  The lease was renewed for an additional five years in October 2000. Rent
is subject to annual  adjustment  in accordance  with  increases in the Consumer
Price Index.  Effective January 1, 2003, monthly rental was $3,207 per month. By
the terms of the lease The Vintage Bank is required to:

     o    maintain and repair the leased premises
     o    maintain  combined  single limit,  bodily  injury and property  damage
          insurance, and
     o    pay its pro  rata  share  of  real  property  taxes  and  common  area
          maintenance expenses.

The Vintage Bank leases the premises for its Bel Aire  Shopping  Center  Office,
consisting of approximately  5,850 square feet,  located at 3626 Bel Aire Plaza,
Napa, California. The lease term commenced on January 1, 1997, for a term of ten
years,  with two  successive  options to renew for five years each upon at least
180 days'  notice.  Effective  January  1, 2003,  monthly  rental was $8,393 per
month.  Rent is subject to annual  adjustment in accordance  with a schedule set
forth in the lease and  thereafter in accordance  with increases in the Consumer
Price Index. By the terms of the lease The Vintage Bank is required to:

     o    maintain and repair the leased premises
     o    pay for all utilities used
     o    maintain public liability insurance
     o    pay its pro rata share of common area maintenance, and
     o    pay its pro rata share of all real property taxes assessed against the
          shopping center.

In January 2001 The Vintage Bank entered into an agreement for the purchase of a
building and real property located at 1065 Main Street, St. Helena,  California,
for  the sum of  $1,500,000.  The  purchase  of the  Main  Street  property  was
consummated  on February 2, 2001. The purchase of the property was not financed.
The Vintage Bank completed an extensive remodel of the building in January, 2002
at a cost of approximately $965,000.

In November 2001 The Vintage Bank entered into a Real Estate Purchase  Agreement
for the  purchase of real  property  located  adjacent to the bank's St.  Helena
branch for the sum of $175,000.  The subject  property became part of the bank's
St. Helena branch property.  The purchase of the property was not financed.  The
property is currently  improved with a parking lot,  which is used to supplement
existing branch parking. It is not anticipated that any additional  improvements
will be made to the property.

In December  2001 The Vintage Bank  entered into a lease for its Gateway  branch
located at 1190 Airport  Boulevard,  suite 100. The lease  commenced in February
2003, after the majority of construction  was completed,  for an initial


                                       31
<PAGE>

term of ten years with two  successive  options to renew for ten years each upon
at  least  120  days'  notice.   The  premises  is  located  in  a  multi-tenant
professional  office  building  consisting  of 16,000  square feet, of which The
Vintage Bank  occupies  approximately  5,100 square feet.  The branch opened for
business March 6, 2003. The Vintage Bank paid for the leasehold  improvements to
the premises at an  approximate  cost of $400,000.  Monthly rent for the initial
year is $11,810 per month plus $3,231 monthly for the common area.  Rent is then
subject to annual adjustments in accordance with increases in the Consumer Price
Index with a minimum annual  increase of 2.5% and a maximum  annual  increase of
5%. By the terms of the lease The Vintage  Bank is required  to:

     o    maintain and repair the leased premises
     o    pay for all utilities used
     o    maintain public liability insurance, and
     o    pay its pro rata share of common area  operating  expenses,  including
          real property taxes.

The Vintage Bank owns certain leasehold improvements and furniture, fixtures and
equipment located at its offices, all of which are used in the banking business.
In the opinion of management,  the properties of The Vintage Bank are adequately
covered by insurance.

Solano Bank

Solano  Bank's  Main Office is located in a  multi-tenant  building at 403 Davis
Street,  Vacaville,  California.  On July 23, 2001,  Solano Bank consummated the
purchase of the building for the sum $2,200,000.  The purchase was not financed.
The  building  contains a total of  approximately  22,000  square  feet of which
Solano Bank  occupies  approximately  5,000  square feet,  approximately  10,300
square feet are  occupied by BC Stocking,  Inc.,  Rob Wood, a director of Solano
Bank,  occupies  approximately  650 square  feet and Chase  Manhattan  currently
occupies approximately 1,956 square feet.

Solano  Bank  leases  the  premises  for  its  Benicia  Office,   consisting  of
approximately  2,000  square  feet  located  at 1395  E.  2nd  Street,  Benicia,
California.  The lease commenced  December 1, 1999 at an initial monthly rent of
$2,980.  Effective  January 1, 2003,  monthly  rental was $3,996 per month.  The
initial lease is for a period of five (5) years and four (4) months,  with three
options  to extend  for five years  each.  To  exercise  the  option,  the lease
requires  three  months  prior  notice of the  bank's  intent to renew.  Rent is
subject to adjustments  with increases in the Consumer Price Index. By the terms
of the lease  Solano  Bank is  required  to:

     o    maintain and repair the leased premises
     o    pay for all utilities used
     o    maintain public liability insurance
     o    pay its pro rata share of common area maintenance, and
     o    pay its pro rata share of all real property taxes assessed against the
          shopping center of which the premises are a part.

Solano Bank  subleases  from  Bancorp the  premises  for its  Fairfield  Office,
consisting of approximately  2,254 square feet,  together with the right to make
joint use of  approximately  740 square feet of common area.  The sublease  term
commenced October 1, 2000, and expires upon expiration of Bancorp's master lease
or on August  31,  2005,  whichever  is  earlier.  The  sublease  is  subject to
extension for five years in the event Bancorp  extends the master lease.  By the
terms of the  sublease  Solano Bank is required to pay 38% of the rent and other
costs to be borne by Bancorp under the master  lease.  The rent under the master
lease is subject to adjustment annually based upon changes in the Consumer Price
Index.

Solano  Bank  leases  the  premises  for  its  Vallejo  Office,   consisting  of
approximately  2,166  square  feet  located  at 976-A  Admiral  Callaghan  Lane,
Vallejo,  California.  The lease  commenced March 15, 2001 at an initial monthly
rent of $4,332.  Effective January 1, 2003, monthly rental was $4,462 per month.
The  initial  lease is for a period of five (5)  years,  with  three  options to
extend for five years each. To exercise the option,  the lease requires 180 days
prior notice of the bank's intent to renew. Rent is subject to annual adjustment
with  increases  in the Consumer  Price Index.  By the terms of the lease Solano
Bank is  required  to:

     o    maintain and repair the leased premises
     o    pay for all utilities used
     o    maintain public liability insurance
     o    pay its pro rata share of common area maintenance, and


                                       32
<PAGE>

     o    pay its pro rata share of all real property taxes assessed against the
          shopping  center of which the premises are a part.  The premises  were
          improved  to  make  them  suitable  for a  branch  bank  at a cost  of
          $119,019.

Solano Bank owns certain  leasehold  improvements  and  furniture,  fixtures and
equipment located in its offices, all of which are used in the banking business.
In the opinion of  management,  the  properties  of Solano  Bank are  adequately
covered by insurance.

Item 3 - LEGAL PROCEEDINGS

On or about  September 17, 2002,  the Company filed an answer and  counterclaims
against  Open  Solutions,  Inc.  ("OSI") in the United  States  District  Court,
District of Connecticut  (Civil Action No. 302CV1284 JCH). The answer denies the
allegations  contained in the complaint filed by OSI and the counterclaim is for
deceit/misrepresentation,  breach of contract, breach of the implied covenant of
good faith and fair dealing,  false  advertising,  unfair and deceptive business
acts or practices, and breach of warranty. The Company seeks monetary damages in
excess of $970,000,  exemplary and punitive  damages,  and recovery of costs and
fees.

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

None


                                       33
<PAGE>

                                     PART II

Item 5 - Market for the  COMPANY'S  Common  Stock and  Related  Security  Holder
Matters

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

The following  table  (adjusted for the 2001,  2002,  and 2003 stock  dividends)
summarizes the common stock high and low bid prices based upon  transactions  of
which Bancorp is aware:

      Quarter ended                        High              Low

      March 31, 2001                     $19.00           $16.41
      June 30, 2001                       18.14            17.24
      September 30, 2001                  18.60            17.24
      December 31, 2001                   18.59            17.24
      March 31, 2002                      26.19            18.14
      June 30, 2002                       26.19            22.62
      September 30, 2002                  27.38            21.05
      December 31, 2002                   25.24            22.62

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

The Company  paid cash  dividends of $0.20 per share in 2001 and $0.20 per share
in 2002.  The holders of common  stock of Bancorp are  entitled to receive  cash
dividends  when and as declared by the Board of Directors,  out of funds legally
available for the payment of dividends.

On January 27, 2003, the Board of Director of Bancorp declared a $0.20 per share
cash dividend and a 5% stock dividend  payable March 28, 2003 to shareholders of
record as of March 10, 2003.

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

As of March 10, 2003,  there were 1,034 holders of record of North Bay Bancorp's
common stock.

The following chart provides  information as of December 31, 2002 concerning the
Company's Stock Option Plans, the Company's only equity compensation plans:


                                       34
<PAGE>

<TABLE>
<CAPTION>
Plan Category                Number of securities to    Weighted-average           Number of securities
                             be issued upon exercise    exercise price of          remaining available for
                             of outstanding options,    outstanding options,       future issuance under
                             warrants, and rights       warrants and rights        equity compensation
                                                                                   plans (excluding
                                                                                   securities reflecting in
                                                                                   column (a))
                             (a)                        (b)                        (c)
<S>                                         <C>                      <C>                          <C>
Equity compensation plans
approved by security
holders                                     287,561                  $18.38                       223,772
Equity compensation plans
not approved by security
holders                                           0                       0                             0
                                                  -                       -                             -
Total                                       287,561                  $18.38                       223,772
</TABLE>

Item 6 - SELECTED FINANCIAL DATA

The  selected  financial  data is included in  Bancorp's  2002 Annual  Report to
Shareholders on page 5 which information is incorporated herein by reference.

Item 7 - Management's Discussion and Analysis of Financial Condition and Results
of Operations

The management's  discussion and analysis of financial  condition and results of
operations is included in Bancorp's 2002 Annual Report to  Shareholders on pages
6 through 14 which information is incorporated herein by reference.

Item 7 A - QUANTITATIVE AND QUALITATIVE DISCLOUSURE ABOUT MARKET RISK

Market risk is the exposure to loss  resulting  from changes in interest  rates,
foreign currency  exchange rates,  commodity prices and equity prices.  Although
the Company manages other risks, as in credit quality and liquidity risk, in the
normal  course  of  business,  management  considers  interest  rate  risk to be
principally  a  market  risk.  The  Company  relies  on  loan  reviews,  prudent
underwriting  standards  and an adequate  allowance  for loan losses to mitigate
credit risk. Other types of market risks, such as foreign currency exchange rate
risk, do not arise in the normal course of the  Company's  business  activities.
The  majority of the  Company's  interest  rate risk  arises  from  instruments,
positions and transactions entered into for the purpose other than trading. They
include loans, securities  available-for-sale,  deposit liabilities,  short-term
borrowings  and  long-term  debt.  Interest  rate risk  occurs  when  assets and
liabilities reprice at different times as interest rates change.

The Company manages interest rate risk through its Audit Committee, which serves
as the Asset Liability  Committee (ALCO).  The ALCO manages the balance sheet to
maintain  the  forecasted  impact on net  interest  income and present  value of
equity within acceptable ranges despite unforeseeable changes in interest rates.
The ALCO monitors these risks on a quarterly  basis using both a traditional gap
analysis and simulation analysis.


                                       35
<PAGE>

The Company  utilizes a simulation  model as its primary tool for interest  rate
risk. This model considers the effects of lags and different  ranges of interest
rate  changes  among  various  classes  of earning  assets and  interest-bearing
liabilities  following a 1% or 2% change in the Fed Funds rate,  and  produces a
more accurate  projection of the impact changing interest rates will have on the
Company.  Readers are referred to management's  "Forward  Looking  Statement" in
connection with this information.

The following table sets forth the repricing  opportunities  for  rate-sensitive
assets and  rate-sensitive  liabilities at December 31, 2002.  Rate  sensitivity
analysis usually excludes  Noninterest-bearing demand deposits.  Including these
deposits, which totaled $104,142,052, would result in a significant shift in the
gap  position.   Rate-sensitive   assets  and  rate-sensitive   liabilities  are
classified by the earliest possible repricing date or maturity,  whichever comes
first.

<TABLE>
<CAPTION>
                                                                       (In 000's)

                                         3 Months     Over 3 Mos.       Over 1 Yr.      Over 5
                                          or Less       To 1 Yr.         To 5 Yrs.      Years        Total
                                          -------       --------         ---------      -----        -----
<S>                                    <C>               <C>               <C>          <C>          <C>
Interest rate-sensitive assets:
   Loans, gross                           $79,236       $26,471             $87,971      $43,949    $237,627
   Interest-bearing deposits in
      Other banks                               0             0                 100            0         100
   Investment securities                    1,005         3,150              45,084       57,855     107,094
   Federal funds sold                      28,525             0                   0            0      28,525
                                       ----------- ------------- ------------------- ------------ -----------
                Total                     108,766        29,621             133,155      101,804     373,346

Interest rate-sensitive liabilities:
   Interest-bearing demand
      Deposits                            154,769             0                   0            0     154,769
   Time deposits >$100,000                 24,662        10,068               4,695            0      39,425
   Other time deposits                     18,091        16,487               5,414            0      39,992
   Savings deposits                        29,475             0                   0            0      29,475
   Long-term borrowings                    10,000             0                   0            0      10,000
                                     ------------- ------------- ------------------- ------------ -----------
                Total                    $236,997       $26,555             $10,109           $0    $273,661

Interest rate sensitivity gap          ($128,231)        $3,066            $123,046     $101,804     $99,685
                                     ============= =============== ================= ============ ===========
Cumulative interest rate
sensitivity gap                        ($128,231)     ($125,165)            ($2,119)     $99,685
                                     ============= =============== ================= ============ ===========

Ratio of interest rate  sensitivity       -34.35%          .82%               32.96%       27.27%
to earning assets
</TABLE>

The preceding  indicates  that the Company has a "negative" GAP for three months
into the future and a "positive" GAP beyond.  The implication is that during the
negative GAP "horizon" Company earnings will increase in a falling interest rate
environment,  as there are more rate sensitive  liabilities subject to repricing
downward than rate  sensitive  assets;  conversely,  earnings would decline in a
rising rate environment.  This traditional analysis does not recognize or assume
any "lag" in  interest  rate  changes  on earning  assets  and  interest-bearing
liabilities,  and it  assumes  that  all  earning  assets  and  interest-bearing
liabilities reprice to the same absolute degree regardless of the mix of earning
assets and interest-bearing liabilities.

The following table, utilizing a simulation model to measure interest rate risk,
shows the  approximate  pre-tax dollar and  percentage  change in forecasted net
interest income over a 12-month period.  The simulation  analysis uses an income
simulation  approach to measure the change in interest  income and expense under
rate shock conditions. The model considers the three major factors of (a) volume
differences,  (b) repricing differences and (c) timing in its income simulation.
The model begins by disseminating data into appropriate  repricing buckets based
on internally  supplied  algorithms (or overridden by  calibration).  Next, each
major asset and liability  type is assigned a  "multiplier"  or beta to simulate
how much that particular  balance sheet category type will reprice when interest
rates change. The model uses eight asset and liability multipliers consisting of
bank-specific  or default  multipliers.  The  remaining  step is to simulate the
timing effect of assets and liabilities by modeling a month-by-month  simulation
to estimate  the change in interest  income and expense  over the next  12-month
period.


                                       36
<PAGE>

<TABLE>
<CAPTION>
December 31, 2002                  Dollar change in net interest income   Percent change in net interest income
Change in interest rates:                       (In 000's)
<S>                                               <C>                                       <C>
   100 basis points decline                        $186                                      1.06%
   100 basis points rise                          ($277)                                    (1.58%)
   200 basis points rise                          ($552)                                    (3.16%)
</TABLE>

As illustrated in the above table, the Company is currently liability sensitive.
The  implication  of this is that the  Company's  earnings  will  increase  in a
falling interest rate environment,  as there are more rate sensitive liabilities
subject to reprice  downward than rate sensitive  assets;  conversely,  earnings
would decrease in a rising rate  environment.  Therefore,  an increase in market
rates could adversely  affect net interest  income.  In contrast,  a decrease in
market rates may improve net interest income.

It should be noted that the tools used to manage  interest rate risk do not take
into account future management  actions that may be undertaken,  should a change
occur in actual market interest rates during the year. Also, certain assumptions
are required to perform modeling simulations that may have significant impact on
the results.  These include  assumptions about composition or mix of the balance
sheet, level of interest rates,  balance changes of deposit products that do not
have stated maturities and assumptions of industry standards and future expected
pricing  behaviors.  The results indicated by the model could vary significantly
due  to  external  factor  such  as  changes  in  the  prepayment   assumptions,
competition or early withdrawal of deposits.

Item 8 - Financial Statements and Supplementary Data

Bancorp's consolidated balance sheets,  statements of operations,  statements of
changes in  shareholders'  equity,  statements  of cash flows and related  notes
thereto are included in Bancorp's 2002 Annual Report to  Shareholders on page 15
through 18 which information is incorporated herein by reference.

Item 9 -  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

N/A

                                    PART III

Item  10  -  Directors,   Executive  Officers,  Promoters  and  Control  Persons
Compliance with Section 16(a) of the Exchange Act

For  information  regarding the  directors,  executive  officers,  promoters and
control persons of Bancorp,  see "ELECTION OF DIRECTORS" and "REPORTS OF CHANGES
IN BENEFICIAL OWNERSHIP" on pages 4 through 8 and 28 of the Company's definitive
proxy statement for the 2003 Annual Meeting of Shareholders to be filed pursuant
to  Regulation  14A (the "Proxy  Statement"),  which is  incorporated  herein by
reference.

Item 11 - Executive Compensation

For information  concerning  compensation of the executive  officers of Bancorp,
see "EXECUTIVE COMPENSATION" on pages 17 to 20 of the Proxy Statement,  which is
incorporated herein by reference.

Item 12 - Security Ownership of Certain Beneficial Owners and Management

For information  concerning the security  ownership of certain beneficial owners
and management of Bancorp, see "SECURITY OWNERSHIP OF MANAGEMENT" on pages 13 to
16 of the Proxy Statement, which is incorporated herein by reference.


                                       37
<PAGE>

Item 13 - Certain Relationships and Related Transactions

For information  concerning certain relationships and related transactions,  see
"MANAGEMENT  INDEBTEDNESS"  on page 27 to 28 of the  Proxy  Statement,  which is
incorporated herein by reference.

Item 14.   CONTROLS AND PROCEEDURES

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

Within the 90 days  prior to the date of this  Annual  Report on Form 10-K,  the
Company  evaluated  the  effectiveness  of  the  design  and  operation  of  its
"disclosure controls and procedures" ("Disclosure Controls"),  and its "internal
controls and procedures for financial  reporting"  ("Internal  Controls").  This
evaluation (the "Controls  Evaluation")  was done under the supervision and with
the  participation  of management,  including our President and Chief  Executive
Officer ("CEO") and Chief Financial  Officer  ("CFO").  Rules adopted by the SEC
require that in this section of the Annual Report we present the  conclusions of
the CEO and the CFO about  the  effectiveness  of our  Disclosure  Controls  and
Internal Controls based on and as of the date of the Controls Evaluation.

CEO and CFO Certifications.

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

Disclosure Controls and Internal Controls.

Disclosure  Controls  are  procedures  that are designed  with the  objective of
ensuring  that  information  required to be disclosed in our reports filed under
the Exchange Act, such as this Annual Report, is recorded, processed, summarized
and reported  within the time periods  specified in the  Commission's  rules and
forms. Disclosure Controls are also designed with the objective of ensuring that
such  information is accumulated and  communicated to our management,  including
the CEO and CFO, as appropriate  to allow timely  decisions  regarding  required
disclosure.  Internal  Controls  are  procedures  which  are  designed  with the
objective  of  providing  reasonable  assurance  that (1) our  transactions  are
properly  authorized;  (2) our assets are  safeguarded  against  unauthorized or
improper use; and (3) our transactions are properly  recorded and reported,  all
to permit  the  preparation  of our  financial  statements  in  conformity  with
generally accepted accounting principles.

Limitations on the Effectiveness of Controls.

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

Scope of the Controls Evaluation.

The CEO/CFO  evaluation  of our  Disclosure  Controls and our Internal  Controls
included  a  review  of the  controls'  objectives  and  design,  the  controls'
implementation  by the Company and the effect of the controls on the information


                                       38
<PAGE>

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

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

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

Conclusions.

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

                                     Part IV

Item 15 - Exhibits and Reports on Form 8-K

<TABLE>
<CAPTION>
                                                                                Page of 2002
                                                                                Annual Report
                                                                                -------------
(a)     1.        Financial Statements
                  --------------------
<S>   <C>                                                                               <C>
(i)   Balance Sheets, December 31, 2002 and
      2001                                                                              15

(ii)  Income Statements for the years
      ended December 2002, 2001, and 2000                                               16

(iii) Statements of Changes in Shareholders' Equity for the years ended December
      31, 2002, 2001, and 2000                                                          17
</TABLE>


                                       39
<PAGE>

<TABLE>
<S>   <C>                                                                               <C>
(iv)  Statements of Cash  Flows for the years ended December 31, 2002, 2001, and
      2000                                                                              18

(v)   Notes to Financial Statements                                                     19

(vi)  Report of Independent Auditors                                                    40
</TABLE>

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 42 of this Report.

(b) Reports on Form 8-K

There were no reports  filed on Form 8-K during the quarter  ended  December 31,
2002.


                                       40
<PAGE>

SIGNATURES

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

                      NORTH BAY BANCORP


                      By:                  /s/Terry L. Robinson
                          ------------------------------------------------------
                          Terry L. Robinson, President & Chief Executive Officer

Dated: March 24, 2002

SIGNATURES

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

<TABLE>
<CAPTION>
Signature                                           Title                                  Date
<S>                                                 <C>                                 <C>
/s/Thomas N. Gavin                                  Director                            March 21, 2003
-------------------------------------------------
Thomas N. Gavin


/s/David B. Gaw                                     Director                            March 27, 2003
-------------------------------------------------
David B. Gaw


/s/Fred J. Hearn Jr.                                Director                            March 26, 2003
-------------------------------------------------
Fred J. Hearn Jr.


/s/Conrad W. Hewitt                                 Director                            March 22, 2003
-------------------------------------------------
Conrad W. Hewitt


/s/Harlan R. Kurtz                                  Director                            March 27, 2003
-------------------------------------------------
Harlan R. Kurtz


/s/Richard S. Long                                  Director                            March 22, 2003
-------------------------------------------------
Richard S. Long


/s/Thomas H. Lowenstein                             Director                            March 24, 2003
-------------------------------------------------
Thomas H. Lowenstein


/s/Thomas F. Malloy                                 Director and                        March 24, 2003
-------------------------------------------------   Chairman of the Board
Thomas F. Malloy


/s/Terry L. Robinson                                President, Chief                    March 24, 2003
-------------------------------------------------   Executive Officer and Director
Terry L. Robinson                                   (Principal Executive Officer)


/s/James E. Tidgewell                               Director                            March 24, 2003
-------------------------------------------------
James E. Tidgewell


/s/Lee-Ann Cimino                                   Sr. Vice President                  March 24, 2003
-------------------------------------------------   Chief Financial Officer
Lee-Ann Cimino                                      (Principal Financial Officer)
</TABLE>


                                       41
<PAGE>

                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Terry L. Robinson certify that:

1.   I have  reviewed  this annual  report on Form 10-K of North Bay Bancorp for
     the fiscal year ended December 31, 2002.

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a.   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c.   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.


Date: March 24, 2003                  /s/ Terry L. Robinson
                                      ------------------------------------------
                                      Terry L. Robinson
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)


                                       42
<PAGE>

                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Lee-Ann Cimino, certify that:

1.       I have  reviewed  this annual  report on Form 10-K of North Bay Bancorp
         for the fiscal year ended December 31, 2002.

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this annual report;

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

a.       designed  such  disclosure  controls  and  procedures  to  ensure  that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

b.       evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         annual report (the "Evaluation Date"); and

c.       presented in this annual report our conclusions about the effectiveness
         of the disclosure controls and procedures based on our evaluation as of
         the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent functions):

a.       all  significant  deficiencies  in the design or  operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

b.       any fraud,  whether or not material,  that involves management or other
         employees  who have a  significant  role in the  registrant's  internal
         controls; and

6.       The registrant's other certifying officers and I have indicated in this
         annual  report  whether  there were  significant  changes  in  internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


Date: March 24, 2003        /s/ Lee-Ann Cimino
                            ----------------------------------------------------
                            Lee-Ann Cimino
                            Senior Vice President and Chief Financial Officer
                            (Principal Financial Officer)


                                       43
<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)

4.1             Certificate Evidencing Floating Rate Capital Securities (6)

4.2             Floating Rate Junior Subordinated  Deferrable Interest Debenture
                (6)

4.3             Certificate Evidencing Floating Rate Common Securities (6)

4.4             Guarantee Agreement (6)

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

4.6             Rights  Agreement,  dated as of October 24,  20002,  between the
                Company and Registrar and Trans Company, as Rights Agent. (7)

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

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

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

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

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

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

10.4            Reserved

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

10.6            Amended and Restated Employment Agreement entered into as of May
                1, 2001 by and between North Bay Bancorp and Terry L.  Robinson.
                (5) *

10.7            Employment  Agreement  entered  into  as of May 1,  2001  by and
                between Solano Bank and Glen C. Terry. (5) *

10.8            Employment  Agreement  entered  into  as of May 1,  2001  by and
                between North Bay Bancorp and Kathi Metro. (5) *

10.9            Employment  Agreement  entered  into  as of May 1,  2001  by and
                between North Bay Bancorp and Dale Brain. (5) *


                                       44
<PAGE>

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

10.11           Life  Insurance  Endorsement  Method Split Dollar Plan Agreement
                for Dale Brain (9). *

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

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

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

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

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

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

11.             Statement re:  computation  of per share earnings is included in
                Note 1 to the financial statements to the prospectus included in
                Part I of this Registration Statement.

13.             North Bay Bancorp 2002 Annual Report to Shareholders.

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

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

25.             Power of Attorney.

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

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

*     Employment Contracts and Compensation Plans.

(1)   Attached as Exhibit 7(c)(2) to North Bay Bancorp's  Current Report on Form
      8-K filed with the  Securities  and  Exchange  Commission  on November 29,
      1999, and incorporated herein by reference.

(2)   Attached as Exhibits 3.1,  3.2, and 10.2,  respectively,  to  Registration
      Statement No. 333-93365 filed by North Bay Bancorp with the Securities and
      Exchange  Commission  under the Securities  Act of 1933, and  incorporated
      herein by reference.

(3)   Intentionally left blank.

(4)   Attached as Exhibits  10.5 to North Bay  Bancorp's  Annual  Report as Form
      10-KSB for the year ended  December 31, 2000 filed with the Securities and
      Exchange Commission, and incorporated herein by reference.

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


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<PAGE>

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

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

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

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


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