EXHIBIT 10.9

North Bay Bancorp               401(k) and Profit Sharing Plan


                             Secretary's Certificate
                                       of
                    Resolutions of the Board of Directors of
                                North Bay Bancorp

         The   undersigned,   as  the   Secretary  of  North  Bay  Bancorp  (the
"Corporation"),  hereby certifies BY WRITTEN ACTION IN LIEU OF A MEETING OF TILE
BOARD OF DIRECTORS, the following resolutions were adopted:

     RESOLVED,  that the Corporation amend its retirement plan and trust,  known
     as the  North  Bay  Bancorp  401(k)  Profit  Sharing  Retirement  Plan (the
     "Plan"),  effective  January 1, 2005, to revise  certain  provisions of the
     plan as follows:

          o    Eligibility  Section 2.01 will provide that the Period of Service
               for Plan Eligibility will be 90-days (3 Months) of Service.  Plan
               Entry  Date  to be the  first  of the  Calendar  Month  following
               satisfaction of Eligibility Service.

          o    Employer  Match   Contribution   Section  3.06  will  contain  no
               allocation  conditions  and  will  be  funded  quarterly,  EXCEPT
               PARTICIPANT  MUST BE  EMPLOYED BY EMPLOYER ON THE LAST DAY OF THE
               CALENDAR QUARTER.

          o    Allocation  Condition  Section  3.06 will  contain no  allocation
               conditions  for  Employer  Contributions  in the  event of Death,
               Disability  &  Retirement  for  purposes  of  Employer  Match and
               Employer Profit Sharing Contributions.

          o    Definition of Compensation  Section 1.07 - Eligible  Compensation
               will have no exclusions.

          o    Vesting  Schedule  Section  5.03  for  both  Employer  Match  and
               Employer  Profit  Sharing  Contribution  will  be  based  on  the
               Top-Heavy Vesting Schedule, which is 2-6 year graded schedule.

          o    Distribution  Method  Section  6.03  will  eliminate  the Joint &
               Survivor Annuity distribution option from the Plan.

     RESOLVED FURTHER,  that the officers of the Corporation,  and each of them,
     are hereby  authorized  and  directed  to take all  actions  necessary  and
     desirable to implement the Plan into full force and effect,  amend the Plan
     from  time  to  time  as  may be  needed  to  serve  the  interests  of the
     Corporation, and delegate to others in writing the authority to perform any
     activity on behalf of the Plan,  exercising  their discretion as they shall
     deem  appropriate in determining  questions which may arise;  and that they
     are hereby  authorized  to certify  these  resolutions  to such  persons or
     agencies as they shall deem necessary or advisable.

         I further certify that the Board of Directors of the  Corporation  has,
and at the time of  adoption  of said  resolutions  had,  full  power and lawful
authority to adopt the foregoing  resolutions  and to confer the powers  therein
granted  to the  persons  named,  and that  such  persons  have  full  power and
authority to exercise the same.


------------------------------------
Secretary

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


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                 NORTH BAY BANCORP 401(K) & PROFIT SHARING PLAN












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                                  North Bay Bancorp 401(k) & Profit Sharing Plan


                             ADOPTION AGREEMENT #003
                   NONSTANDARDIZED 401(k) PROFIT SHARING PLAN


         The  undersigned,  NORTH BAY BANCORP  ("Employer"),  by executing  this
Adoption  Agreement,  elects to establish a retirement  plan and trust  ("Plan")
under the WELLS FARGO BANK, N.A.  DEFINED  CONTRIBUTION  MASTER PLAN (basic plan
document  #01).  The  Employer,  subject to the  Employer's  Adoption  Agreement
elections,  adopts fully the Prototype Plan and Trust provisions.  This Adoption
Agreement,  the basic plan  document  and any  attached  appendices  or addenda,
constitute the Employer's entire plan and trust document. All section references
within this Adoption  Agreement are Adoption Agreement section references unless
the Adoption Agreement or the context indicate otherwise. All article references
are basic plan document and Adoption Agreement references as applicable. Numbers
in  parenthesis  which follow  headings are  references  to basic plan  document
sections.   The  Employer  makes  the  following  elections  granted  under  the
corresponding provisions of the basic plan document.

ARTICLE I
                                   DEFINITIONS

1.   PLAN  (1.21).  The name of the Plan as adopted by the Employer is NORTH BAY
BANCORP 401(K) & PROFIT SHARING PLAN.

2.   TRUSTEE (1.33).  The Trustee executing this Adoption  Agreement is: (Choose
one of (a), (b) or (c))

[_]  (a) A discretionary Trustee. See Plan Section 10.03[A].

[X]  (b) A nondiscretionary Trustee. See Plan Section 10.03[B].

[_]  (c) A Trustee under a separate trust agreement. See Plan Section 10.03[G].

3.   EMPLOYEE (1.11). The following Employees are not eligible to participate in
the Plan: (Choose (a) or one or more of (b) through (g) as applicable)

[_]  (a) No exclusions.

[X]  (b) Collective bargaining Employees.

[X]  (c) Nonresident aliens.

[X]  (d) Leased Employees.

[X]  (e) Reclassified Employees.

[_]  (f) Classifications:

[_]  (g) Exclusions by types of contributions.  The following  classification(s)
         of Employees are not eligible for the specified contributions:

                       Employee classification:  ____
                       Contribution type:  ____

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4.   COMPENSATION (1.07). The Employer makes the following election(s) regarding
     the definition of Compensation for purposes of the contribution  allocation
     formula under Article III: (Choose one of (a), (o) or (c))

[_]  (a) W-2 wages increased by Elective Contributions.

[_]  (b) Code  ss.3401(a)  federal  income tax  withholding  wages  increased by
         Elective Contributions.

[X]  (c) 415 compensation.

[Note:  Each  of the  Compensation  definitions  in (a),  (b)  and (c)  includes
Elective   Contributions.   See  Plan  Section  1.07(D).   To  exclude  Elective
Contributions, the Employer must elect (g).]

Compensation  taken into account.  For the Plan Year in which an Employee  first
becomes a Participant,  the Plan  Administrator will determine the allocation of
Employer  contributions   (excluding  deferral  contributions)  by  taking  into
account: (Choose one of (d) or (e))

[_]  (d) Plan Year. The Employee's Compensation for the entire Plan Year.

[X]  (e) Compensation while a Participant.  The Employee's Compensation only for
         the  portion  of the Plan  Year in which  the  Employee  actually  is a
         Participant.

Modifications  to  Compensation  definition.  The Employer  elects to modify the
Compensation  definition  elected in (a), (b) or (c) as follows.  (Choose one or
more of (f) through (n) as  applicable.  If the Employer  elects to allocate its
nonelective contribution under Plan Section 3.04 using permitted disparity, (i),
(j), (k) and (l) do not apply):

[_]  (f) Fringe benefits.  The Plan excludes all reimbursements or other expense
         allowances,  fringe  benefits  (cash  and  noncash),  moving  expenses,
         deferred compensation and welfare benefits.

[_]  (g) Elective  Contributions.  The Plan  excludes a  Participant's  Elective
         Contributions. See Plan Section 1.07(D).

[_]  (h) Exclusion. The Plan excludes Compensation in excess of: ____

[_]  (i) Bonuses. The Plan excludes bonuses.

[_]  (j) Overtime. The Plan excludes overtime.

[_]  (k) Commissions. The Plan excludes commissions.

[_]  (l) Nonelective  contributions.  The following  modifications  apply to the
         definition of Compensation for nonelective contributions:

[_]  (m) Deferral  contributions.   The  following  modifications  apply  to the
         definition of Compensation for deferral contributions: _____

[_]  (n) Matching  contributions.   The  following  modifications  apply  to the
         definition of Compensation for matching contributions: _____

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5.   PLAN  YEAR/LIMITATION  YEAR (1.24).  Plan Year and Limitation Year mean the
12-consecutive month period (except for a short Plan Year) ending every: (Choose
(a) or (b). Choose (c) if applicable)

[_]  (a) December 31.

[_]  (c) Short Plan Year: commencing on: _____ and ending on: _____

6.   EFFECTIVE DATE (1.10).  The  Employer's  adoption of the Plan is a: (Choose
one of (a) or (b))

[_]  (a) New Plan. The Effective Date of the Plan is: _____

[X]  (b) Restated Plan. The restated Effective Date is: JANUARY 1, 2005

     This Plan is an amendment and restatement of an existing retirement plan(s)
     originally established effective as of: SEPTEMBER 29, 2002

7.   HOUR OF SERVICE/ELAPSED  TIME METHOD (1.15). The crediting method for Hours
of Service is: (Choose one or more of (a) through (d) as applicable)

[X] (a) Actual Method. See Plan Section 1.15(B).

[_]  (b) Equivalency  Method.  The Equivalency Method is: _____.  [Note:  Insert
         "daily,"  "weekly,"  "semi-monthly  payroll periods" or "monthly."] See
         Plan Section 1.15(C).

[_]  (c) Combination Method. In lieu of the Equivalency Method specified in (b),
         the Actual Method applies for purposes of: _____

[_]  (d) Elapsed Time Method. In lieu of crediting Hours of Service, the Elapsed
         Time Method applies for purposes of crediting  Service for: (Choose one
         or more of (1), (2) or (3) as applicable)

     [_]  (1) Eligibility under Article II.

     [_]  (2) Vesting under Article V.

     [_]  (3) Contribution allocations under Article III.

8.   PREDECESSOR EMPLOYER SERVICE (1.30). In addition to the predecessor service
the Plan must credit by reason of Section 1.30 of the Plan,  the Plan credits as
Service under this Plan, service with the following predecessor employer(s): N/A

[Note: If the Plan does not credit any additional predecessor service under this
Section  1.30,  insert "N/A" in the blank line.  The Employer  also may elect to
credit predecessor service with specified  Participating Employers only. See the
Participation  Agreement.] Service with the designated  predecessor  employer(s)
applies: (Choose one or more of (a) through (d) as applicable)

[_]  (a)  Eligibility.  For eligibility  under Article II. See Plan Section 1.30
          for time of Plan entry.

[_]  (b) Vesting. For vesting under Article V.

[_]  (c) Contribution  allocation.  For contribution  allocations  under Article
         III.

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[_]  (d) Exceptions. Except for the following Service:

                                   ARTICLE II
                            ELIGIBILITY REQUIREMENTS

9.   ELIGIBILITY (2.01).

Eligibility  conditions.  To become a Participant  in the Plan, an Employee must
satisfy the following eligibility conditions: (Choose one or more of (a) through
(e) as  applicable)  [Note:  If the Employer does not elect (c), the  Employer's
elections under (a) and (b) apply to all types of contributions. The Employer as
to deferral  contributions  may not elect  (b)(2) and may not elect more than 12
months in (b)(4) and (b)(5).]

[X]  (a) Age. Attainment of age 21 (not to exceed age 21).

[X]  (b) Service. Service requirement. (Choose one of (1) through (5))

     [_]  (1) One Year of Service.

     [_]  (2) Two Years of Service, without an intervening Break in Service. See
              Plan Section 2.03(A).

     [_]  (3) One Hour of Service (immediate completion of Service requirement).
              The  Employee   satisfies  the  Service   requirement  on  his/her
              Employment Commencement Date.

     [X]  (4) 3 months (not exceeding 24).

     [_]  (5) An Employee must  complete  ____ Hours of Service  within the ____
              time period following the Employee's Employment Commencement Date.
              If an  Employee  does not  complete  the  stated  Hours of Service
              during the specified time period (if any), the Employee is subject
              to the One Year of Service requirement. [Note: The number of hours
              may not exceed 1,000 and the time period may not exceed 24 months.
              If the Plan does not require the  Employee to satisfy the Hours of
              Service  requirement within a specified time period,  insert "N/A"
              in the second blank line.]

[_]  (c) Alternative  401(k)/401(m)  eligibility   conditions.  In  lieu  of the
         elections in (a) and (b), the Employer elects the following eligibility
         conditions for the following types of contributions: (Choose (1) or (2)
         or both if the Employer wishes to impose less  restrictive  eligibility
         conditions  for   deferral/Employee   contributions   or  for  matching
         contributions)

     [_]  (1)  Deferral/Employee  contributions:  (Choose  one of a.  through d.
               Choose e. if applicable)

          a.   [ ] One Year of Service

          b.   [ ] One  Hour  of  Service  (immediate  completion  of  Service
                   requirement)

          c.   [_] ____ months (not exceeding 12)

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                                  North Bay Bancorp 401(k) & Profit Sharing Plan

          d.   [ ] An Employee must  complete  ____ Hours of Service  within the
                   ____  time  period   following   an   Employee's   Employment
                   Commencement  Date.  If an  Employee  does not  complete  the
                   stated Hours of Service  during the specified time period (if
                   any),  the  Employee  is  subject  to the One Year of Service
                   requirement.  [Note: The number of hours may not exceed 1,000
                   and the time  period may not  exceed 12  months.  If the Plan
                   does not require the Employee to satisfy the Hours of Service
                   requirement  within a specified time period,  insert "N/A" in
                   the second blank line.]

          e.   [_] Age ____ (not exceeding age 21)

     (2)  [_]  Matching  contributions:  (Choose one off through i. Choose j. if
               applicable)

          f.   [ ] One Year of Service

          g.   [  ]  One  Hour  of  Service  (immediate  completion  of  Service
                     requirement)

          h.   [_] ____ months (not exceeding 24)

          i.   [ ] An Employee must  complete  ____ Hours of Service  within the
                   ____  time  period   following   an   Employee's   Employment
                   Commencement  Date.  If an  Employee  does not  complete  the
                   stated Hours of Service  during the specified time period (if
                   any),  the  Employee  is  subject  to the One Year of Service
                   requirement.  [Note: The number of hours may not exceed 1,000
                   and the time  period may not  exceed 24  months.  If the Plan
                   does not require the Employee to satisfy the Hours of Service
                   requirement within a specified time period, insert ` " in the
                   second blank line.]

          j.   [ ] Age (not exceeding age 21)

[_]  (d) Service requirements: ____. [Note: Any Service requirement the Employer
         elects  in  (d)  must  be  available  under  other  Adoption  Agreement
         elections or a combination thereof ]

[_]  (e) Dual eligibility. The eligibility conditions of this Section 2.01 apply
         solely to an Employee  employed  by the  Employer  after  ____.  If the
         Employee  was  employed by the  Employer  by the  specified  date,  the
         Employee will become a Participant  on the latest of: (i) the Effective
         Date; (ii) the restated Effective Date; (iii) the Employee's Employment
         Commencement  Date;  or (iv) on the date the Employee  attains age ____
         (not exceeding age 21).

Plan Entry Date.  "Plan Entry Date" means the Effective Date and: (Choose one of
(1) through (j). Choose (k) if applicable) [Note: If the Employer does not elect
(k), the  elections  under (f) through (j) apply to all types of  contributions.
The Employer must elect at least one Entry Date per Plan Year.]

[_]  (f) Semi-annual  Entry Dates.  The first day of the Plan Year and the first
         day of the seventh month of the Plan Year.

[_]  (g) The first day of the Plan Year.

[_]  (h) Employment Commencement Date (immediate eligibility).

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[X]  (i) The first day of each: CALENDAR MONTH (e.g., "Plan Year quarter").

[_]  (j) The following Plan Entry Dates:

[_]  (k) Alternative  401(k)/401(m)  Plan  Entry  Date(s).  For the  alternative
         401(k)/401(m)  eligibility conditions under (c), Plan Entry Date means:
         (Choose (1) or (2) or both as applicable))

<TABLE>
<CAPTION>
<S>                                                  <C>
          (1) [ ] Deferral/Employee contributions    (2) [ ] Matching contributions
                  (Choose one of a. through d.)             (Choose one of e. through h.)
                a. [ ]Semi-annual Entry Dates           e. [ ]Semi-annual Entry Dates
                b. [ ]The first day of the Plan Year    f. [ ]The first day of the Plan Year
                c. [ ]Employment Commencement Date      g. [ ]Employment Commencement Date
                      (immediate eligibility                  (immediate eligibility)
                d. [_]The first day of each: ____       h. [_]The first day of each: ____
</TABLE>

Time of  participation.  An Employee will become a Participant,  unless excluded
under Section  1.11, on the Plan Entry Date (if employed on that date):  (Choose
one of (l), (m) or (n). Choose (o) if  applicable):  [Note: If the Employer does
not elect  (o),  the  election  under  (1),  (m) or (n)  applies to all types of
contributions.]

[X]  (1) Immediately following or coincident with

[_]  (m) Immediately preceding or coincident with

[_]  (n) Nearest

[_]  (o) Alternative  401(k)/401(m)  election(s):  (Choose (1) or (2) or both as
     applicable)

<TABLE>
<CAPTION>
<S>                                                  <C>
          (1) [_] Deferral contributions             (2) [_] Matching contributions
                                                             (Choose one of b. through d.)
               a. [ ] Semi-annual Entry Dates            b. [ ] Immediately following or
                                                                coincident with
                                                         c. [ ] Immediately preceding or
                                                                coincident with
                                                         d. [_] Nearest
</TABLE>

the date the Employee  completes the  eligibility  conditions  described in this
Section 2.01. [Note:  Unless otherwise  excluded under Section 1.11, an Employee
must become a  Participant  by the earlier of (1) the first day of the Plan Year
beginning after the date the Employee completes the age and service requirements
of Code ss.410(a);  or (2) 6 months after the date the Employee  completes those
requirements.]

10. YEAR OF SERVICE - ELIGIBILITY  (2.02).  (Choose (a) and (b) as  applicable):
[Note: If the Employer does not elect a Year of Service  condition or elects the
Elapsed Time Method, the Employer should not complete (a) or (b).]

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[_]  (a) Year of Service.  An Employee  must  complete  ____  Hour(s) of Service
         during an eligibility  computation  period to receive credit for a Year
         of Service under Article II: [Note: The number may not exceed 1,000. If
         left blank, the requirement is 1,000.]

[_]  (b) Eligibility   computation   period.   After   the  initial  eligibility
         computation  period  described in Plan Section 2.02,  the Plan measures
         the eligibility computation period as: (Choose one of (1) or (2))

     [_]  (1) The Plan Year  beginning  with the Plan Year  which  includes  the
              first anniversary of the Employee's Employment Commencement Date.

     [_]  (2) The 12-consecutive month period beginning with each anniversary of
              the Employee's Employment Commencement Date.

11.  PARTICIPATION  - BREAK  IN  SERVICE  (2.03).  The one  year  hold-out  rule
described in Plan Section 2.03(B): (Choose one of (a), (b) or (c))

[X]  (a) Not applicable. Does not apply to the Plan.

[_]  (b) Applicable. Applies to the Plan and to all Participants.

[_]  (c) Limited application. Applies to the Plan, but only to a Participant who
         has incurred a Separation from Service.

12. ELECTION NOT TO PARTICIPATE (2.06). The Plan: (Choose one of (a) or (b))

[X] (a) Election not  permitted.  Does not permit an eligible  Employee to elect
        not to participate.

[_]  (b) Irrevocable  election.  Permits an Employee to elect not to participate
         if the  Employee  makes a one-time  irrevocable  election  prior to the
         Employee's Plan Entry Date.

                                  ARTICLE III
         EMPLOYER CONTRIBUTIONS, DEFERRAL CONTRIBUTIONS AND FORFEITURES

13.  AMOUNT  AND  TYPE  (3.01).   The  amount  and  type(s)  of  the  Employer's
contribution to the Trust for a Plan Year or other specified  period will equal:
(Choose one or more of (a) through t) as applicable)

[X]  (a) Deferral  contributions (401(k) arrangement).  The dollar or percentage
         amount  by  which  each  Participant  has  elected  to  reduce  his/her
         Compensation,   as  provided  in  the  Participant's  salary  reduction
         agreement and in accordance with Section 3.02.

[X]  (b) Matching  contributions (other than safe harbor matching  contributions
         under Section 3.01(d)).  The matching  contributions made in accordance
         with Section 3.03.

[X]  (c) Nonelective  contributions (profit sharing).  The following nonelective
         contribution  (Choose  (1) or (2) or both as  applicable):  [Note:  The
         Employer may designate as a qualified nonelective contribution,  all or
         any portion of its nonelective contribution. See Plan Section 3.04(F).]

     [X]  (1)  Discretionary.  An amount the Employer in its sole discretion may
               determine.

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     [_]  (2) Fixed. The following amount:

[_]  (d) 401(k)  safe harbor  contributions.  The  following  401(k) safe harbor
         contributions  described in Plan Section 14.02(D):  (Choose one of (1),
         (2) or (3). Choose (4), if applicable)

     [_]  (1) Safe harbor nonelective contribution.  The safe harbor nonelective
              contribution  equals ____% of a Participant's  Compensation [Note:
              the amount in the blank must be at least 3%.].

     [_]  (2) Basic safe harbor matching  contribution.  A matching contribution
              equal to 100% of each  Participant's  deferral  contributions  not
              exceeding 3% of the Participant's  Compensation,  plus 50% of each
              Participant's  deferral  contributions  in excess of 3% but not in
              excess of 5% of the Participant's Compensation.  For this purpose,
              "Compensation"  means  Compensation for: ____. [Note: The Employer
              must complete the blank line with the  applicable  time period for
              computing the  Employer's  basic safe harbor match,  such as "each
              payroll  period,"  "each  month," "each Plan Year quarter" or "the
              Plan Year".]

     [_]  (3) Enhanced safe harbor matching  contribution.  (Choose one of a. or
              b.).

          [_]  a. Uniform   percentage.   An  amount  equal  to  ____%  of  each
                  Participant's  deferral  contributions  not exceeding ____% of
                  the    Participant's    Compensation.    For   this   purpose,
                  "Compensation"  means  Compensation for: ____ [See the Note in
                  (d)(2).]

          [_]  b. Tiered  formula.  An amount  equal to the  specified  matching
                  percentage for the corresponding  level of each  Participant's
                  deferral   contribution   percentage.    For   this   purpose,
                  "Compensation"  means Compensation for: ____. [See the Note in
                  (d)(2).]

               Deferral Contribution Percentage         Matching Percentage
               --------------------------------         -------------------

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

[Note:  The matching  percentage  may not increase as the deferral  contribution
percentage  increases and the enhanced  matching formula  otherwise must satisfy
the requirements of Code ss.401(k) (12)(B)(ii) and (iii). If the Employer wishes
to avoid ACP testing on its  enhanced  safe harbor  matching  contribution,  the
Employer  also  must  limit  deferral  contributions  taken  into  account  (the
"Deferral Contribution  Percentage") for the matching contribution to 6% of Plan
Year Compensation.]

     [_]  (4) Another  plan.  The  Employer  will satisfy the 401(k) safe harbor
              contribution in the following plan:

[_]  (e) Davis-Bacon  contributions.  The amount(s) specified for the applicable
     Plan  Year  or  other  applicable  period  in  the  Employer's  Davis-Bacon
     contract(s).  The Employer will make a  contribution  only to  Participants
     covered by the contract and only with  respect to  Compensation  paid under



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     the contract.  If the  Participant  accrues an  allocation  of  nonelective
     contributions  (including  forfeitures)  under the Plan in  addition to the
     Davis-Bacon  contribution,  the Plan Administrator will: (Choose one of (1)
     or (2))

     [_]  (1) Not reduce the Participant's  nonelective  contribution allocation
              by the Davis-Bacon contribution.

     [_]  (2) Reduce the Participant's  nonelective  contribution  allocation by
              the Davis-Bacon contribution.

[_]  (f) Frozen Plan. This Plan is a frozen Plan effective: ____. For any period
         following the specified  date,  the Employer will not contribute to the
         Plan,  a  Participant  may not  contribute  and an  otherwise  eligible
         Employee will not become a Participant in the Plan.

14.  DEFERRAL CONTRIBUTIONS (3.02). The following limitations and terms apply to
an Employee's deferral  contributions:  (If the Employer elects Section 3.01(a),
the Employer must elect (a). Choose (b) or (c) as applicable)

[X]  (a) Limitation on amount. An Employee's deferral  contributions are subject
         to the  following  limitation(s)  in addition  to those  imposed by the
         Code: (Choose (1), (2) or (3) as applicable)

     [X]  (1) Maximum deferral amount: ____

     [X]  (2) Minimum deferral amount: 1% OF COMPENSATION

     [_]  (3) No limitations.

For the Plan Year in which an Employee  first  becomes a  Participant,  the Plan
Administrator will apply any percentage limitation the Employer elects in (1) or
(2) to the  Employee's  Compensation:  (Choose  one  of  (4) or (5)  unless  the
Employer elects (3))

     [X]  (4)  Only for the  portion  of the Plan  Year in  which  the  Employee
               actually is a Participant.

     [_]  (5) For the entire Plan Year.

[_]  (b) Negative deferral  election.  The Employer will withhold ____% from the
         Participant's  Compensation  unless  the  Participant  elects  a lesser
         percentage  (including zero) under his/her salary reduction  agreement.
         See Plan Section 14.02(C). The negative election will apply to: (Choose
         one of (1) or (2))

     [_]  (1) All  Participants  who have not  deferred  at least the  automatic
              deferral amount as of:

     [_]  (2) Each  Employee  whose  Plan  Entry  Date  is on or  following  the
              negative election effective date.

[_]  (c) Cash or  deferred  contributions.  For each  Plan  Year for  which  the
         Employer makes a designated  cash or deferred  contribution  under Plan
         Section  14.02(B),  a Participant may elect to receive directly in cash

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         not  more  than  the  following   portion  (or,  if  less,  the  402(g)
         limitation)  of his/her  proportionate  share of that cash or  deferred
         contribution: (Choose one of (1) or (2))

     [_]  (1) All or any portion.

     [_]  (2) ____%.

Modification/revocation   of   salary   reduction   agreement.   A   Participant
prospectively may modify or revoke a salary reduction  agreement,  or may file a
new salary reduction agreement  following a prior revocation,  at least once per
Plan Year or during any election period  specified by the basic plan document or
required  by the  Internal  Revenue  Service.  The Plan  Administrator  also may
provide for more  frequent  elections in the Plan's salary  reduction  agreement
form.

15.  MATCHING  CONTRIBUTIONS  (INCLUDING ADDITIONAL SAFE HARBOR MATCH UNDER PLAN
SECTION  14.02(D)(3))  (3.03).  The Employer  matching  contribution is: (If the
Employer elects Section 3.01(b), the Employer must elect one or more of (a), (b)
or (c) as applicable. Choose (d) if applicable)

[_]  (a) Fixed formula. An amount equal to ____% of each Participant's  deferral
         contributions.

[X]  (b) Discretionary  formula.   An amount (or  additional  amount) equal to a
         matching  percentage  the Employer from time to time may deem advisable
         of the Participant's deferral contributions.  The Employer, in its sole
         discretion, may designate as a qualified matching contribution,  all or
         any portion of its discretionary matching contribution.  The portion of
         the Employer's  discretionary matching contribution for a Plan Year not
         designated as a qualified  matching  contribution is a regular matching
         contribution.

[_]  (c) Multiple  level formula.  An amount equal to the following  percentages
         for each level of the Participant's deferral contributions.  [Note: The
         matching percentage only will apply to deferral contributions in excess
         of the  previous  level  and  not in  excess  of  the  stated  deferral
         contribution percentage.]

             Deferral Contribution Percentage         Matching Percentage
             --------------------------------         -------------------

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

[_]  (d) Related Employers.  If two or more Related Employers contribute to this
         Plan, the Plan Administrator  will allocate matching  contributions and
         matching  contribution  forfeitures only to the  Participants  directly
         employed  by  the  contributing  Employer.  The  matching  contribution
         formula for the other Related  Employer(s) is: . [Note: If the Employer
         does not elect (d), the Plan  Administrator  will allocate all matching
         contributions  and  matching   forfeitures   without  regard  to  which
         contributing Related Employer directly employs the Participant.]

Time period for matching contributions. The Employer will determine its matching
contribution  based on deferral  contributions  made during each: (Choose one of
(e) through (h))

[_]  (e) Plan Year.

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[_]  (f) Plan Year quarter.

[_]  (g) Payroll period.

[_]  (h) Alternative time period:  ____.  [Note: Any alternative time period the
         Employer  elects in (h) must be the same for all  Participants  and may
         not exceed the Plan Year.]

Deferral  contributions  taken into  account.  In  determining  a  Participant's
deferral  contributions taken into account for the  above-specified  time period
under the  matching  contribution  formula,  the  following  limitations  apply:
(Choose one of (i), (j) or (k))

[_]  (i) All  deferral  contributions.  The Plan  Administrator  will  take into
         account all deferral contributions.

[_]  (j) Specific  limitation.  The Plan  Administrator  will disregard deferral
         contributions exceeding ____% of the Participant's Compensation. [Note:
         To avoid the ACP test in a safe harbor  401(k) plan,  the Employer must
         limit deferrals and Employee  contributions  which are subject to match
         to 6% of Plan Year Compensation.]

[X]  (k)  Discretionary.  The Plan  Administrator  will  take into  account  the
         deferral   contributions   as  a   percentage   of  the   Participant's
         Compensation as the Employer determines.

Other matching contribution  requirements.  The matching contribution formula is
subject to the following additional requirements:  (Choose (1) or (m) or both if
applicable)

[_]  (l) Matching  contribution limits. A Participant's  matching  contributions
         may not exceed: (Choose one of (1) or (2))

     [_]  (1) ____. [Note: The Employer may elect (1) to place an overall dollar
              or percentage limit on matching contributions.]

     [_]  (2) 4% of a  Participant's  Compensation  for the Plan Year  under the
              discretionary  matching contribution formula.  [Note: The Employer
              must elect (2) if it elects a discretionary  matching formula with
              the safe harbor  401(k)  contribution  formula and wishes to avoid
              the ACP test.]

[_]  (m) Qualified matching contributions.  The Plan Administrator will allocate
         as  qualified  matching   contributions,   the  matching  contributions
         specified in Adoption Agreement  Section:  ____. The Plan Administrator
         will  allocate all other  matching  contributions  as regular  matching
         contributions. [Note: If the Employer elects two matching formulas, the
         Employer  may use (m) to  designate  one of the formulas as a qualified
         matching contribution.]

16. CONTRIBUTION ALLOCATION (3.04).

Employer  nonelective   contributions   (3.04(A)).The  Plan  Administrator  will
allocate  the   Employer's   nonelective   contribution   under  the   following
contribution  allocation formula:  (Choose one of (a), (b) or (c). Choose (d) if
applicable)

[X]  (a) Nonintegrated (pro rata) allocation formula.

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[_]  (b) Permitted  disparity.  The following  permitted  disparity  formula and
     definitions apply to the Plan: (Choose one of (1) or (2). Also choose (3))

     [_]  (1) Two-tiered allocation formula.

     [_]  (2) Four-tiered allocation formula.

     [_]  (3) For  purposes  of Section  3.04(b),  "Excess  Compensation"  means
          Compensation in excess of: (Choose one o a. or b.)

          [_]  a. ____% of the  taxable  wage base in effect on the first day of
                  the  Plan  Year,  rounded  to  the  next  highest  $____  (not
                  exceeding the taxable wage base).

          [_]  b. The following integration level: ____ [Note: The integration
                  level  cannot  exceed the taxable  wage base in effect for the
                  Plan  Year  for  which  this  Adoption   Agreement   first  is
                  effective.]

[_]  (c) Uniform points allocation formula.  Under the uniform points allocation
         formula,  a  Participant  receives:  (Choose (1) or both (1) and (2) as
         applicable)

     [_]  (1) ____  point(s)  for each Year of Service.  Year of Service  means:
              ____

     [_]  (2) One point for each $____ [not to exceed  $200]  increment  of Plan
              Year Compensation.

[_]  (d)  Incorporation of contribution  formula.  The Plan  Administrator  will
              allocate the Employer's nonelective  contribution under Section(s)
              3.01(c)(2),  (d)(1)  or (e) in  accordance  with the  contribution
              formula adopted by the Employer under that Section.

Qualified  nonelective  contributions.  (3.04(F)).  The Plan  Administrator will
allocate the Employer's qualified  nonelective  contributions to: (Choose one of
(e) or (f))

[X] (e) Nonhighly compensated Employees only.

[_]    (f)      All Participants.

Related Employers.  (Choose (g) if applicable)

[_]  (g) Allocate only to directly employed Participants. If two or more Related
         Employers  adopt this Plan,  the Plan  Administrator  will allocate all
         nonelective  contributions and forfeitures  attributable to nonelective
         contributions  only  to  the  Participants  directly  employed  by  the
         contributing Employer. If a Participant receives Compensation from more
         than one contributing  Employer,  the Plan Administrator will determine
         the allocations  under this Section 3.04 by prorating the Participant's
         Compensation  between  or among the  participating  Related  Employers.
         [Note: If the Employer does not elect 3.04(g),  the Plan  Administrator
         will allocate all nonelective  contributions  and  forfeitures  without
         regard to which  contributing  Related  Employer  directly  employs the
         Participant.  The  Employer may not elect  3.04(g)  under a safe harbor
         401(k) Plan.]

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17.  FORFEITURE  ALLOCATION  (3.05).  The Plan  Administrator  will  allocate  a
Participant  forfeiture:  (Choose one or more of (a), (b) or (c) as  applicable)
[Note:  Even if the Employer  elects  immediate  vesting,  the  Employer  should
complete Section 3.05. See Plan Section 9.11.]

[X]  (a)  Matching  contribution  forfeitures.  To the  extent  attributable  to
          matching contributions: (Choose one of (1) through (4))

     [_]  (1) As a discretionary matching contribution.

     [X]  (2) To reduce matching contributions.

     [_]  (3) As a discretionary nonelective contribution.

     [_]  (4) To reduce nonelective contributions.

[X]  (b) Nonelective  contribution  forfeitures.  To the extent  attributable to
         Employer nonelective contributions: (Choose one of (1) through (4))

     [X]  (1) As a discretionary nonelective contribution.

     [_]  (2) To reduce nonelective contributions.

     [_]  (3) As a discretionary matching contribution.

     [_]  (4) To reduce matching contributions.

[_]  (c) Reduce administrative expenses. First to reduce the Plan's ordinary and
         necessary  administrative  expenses for the Plan Year and then allocate
         any remaining  forfeitures in the manner  described in Sections 3.05(a)
         or (b) as applicable.

Timing  of  forfeiture   allocation.   The  Plan   Administrator  will  allocate
forfeitures under Section 3.05 in the Plan Year: (Choose one of (d) or (e))

[X]  (d) In which the forfeiture occurs.

[_]  (e) Immediately following the Plan Year in which the forfeiture occurs.

18. ALLOCATION CONDITIONS (3.06).

Allocation  conditions.  The Plan does not apply any  allocation  conditions  to
deferral contributions, 401(k) safe harbor contributions (under Section 3.01(d))
or to Davis-Bacon  contributions  (except as the Davis-Bacon contract provides).
To receive an allocation of matching contributions,  nonelective  contributions,
qualified nonelective  contributions or Participant  forfeitures,  a Participant
must satisfy the following allocation condition(s):
(Choose one or more of (a) through (i) as applicable)

[X]  (a) Hours of Service condition.  The Participant must complete at least the
         specified  number of Hours of Service (not exceeding  1,000) during the
         Plan Year: 500.

[X]  (b) Employment condition.  The Participant must be employed by the Employer
         on the last day of the PLAN YEAR (designate time period).

[_]  (c) No allocation conditions.

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[_]  (d) Elapsed  Time  Method.  The  Participant  must  complete  at  least the
         specified  number (not exceeding  182) of consecutive  calendar days of
         employment with the Employer during the Plan Year: ____

[_]  (e) Termination  of  Service/501  Hours  of  Service  coverage   rule.  The
         Participant  either must be employed by the Employer on the last day of
         the Plan Year or must complete at least 501 Hours of Service during the
         Plan  Year.  If the Plan uses the  Elapsed  Time  Method  of  crediting
         Service, the Participant must complete at least 91 consecutive calendar
         days of employment with the Employer during the Plan Year.

[_]  (f) Special  allocation   conditions   for  matching   contributions.   The
         Participant  must  complete  at least ____ Hours of Service  during the
         ____  (designate time period) for the matching  contributions  made for
         that time period.

[_]  (g) Death,  Disability or Normal Retirement Age. Any condition specified in
         Section  3.06  applies  if the  Participant  incurs a  Separation  from
         Service  during  the  Plan  Year on  account  of:  ____  (e.g.,  death,
         Disability or Normal Retirement Age).

[X]  (h)  Suspension of allocation  conditions  for coverage.  The suspension of
         allocation conditions of Plan Section 3.06(E) applies to the Plan.

[X]  (i) Limited allocation  conditions.  The Plan does not impose an allocation
         condition  for  the   following   types  of   contributions:   MATCHING
         CONTRIBUTIONS  EXCEPT  PARTICIPANT  MUST BE EMPLOYED BY THE EMPLOYER ON
         THE LAST DAY OF THE CALENDAR QUARTER.  [Note: Any election to limit the
         Plan's allocation  conditions to certain contributions must be the same
         for all Participants,  be definitely  determinable and not discriminate
         in favor of Highly Compensated Employees.]

                                   ARTICLE IV
                            PARTICIPANT CONTRIBUTIONS

19. EMPLOYEE (AFTER TAX) CONTRIBUTIONS  (4.02). The following elections apply to
Employee contributions: (Choose one of (a) or (b). Choose (c) if applicable)

[X]  (a) Not permitted. The Plan does not permit Employee contributions.

[_]  (b) Permitted.  The Plan  permits  Employee  contributions  subject  to the
         following  limitations:____ [Note: Any designated limitation(s) must be
         the same  for all  Participants,  be  definitely  determinable  and not
         discriminate in favor of Highly Compensated Employees.]

[_]  (c) Matching  contribution.  For each Plan Year,  the  Employer's  matching
         contribution made with respect to Employee contributions is: ____

                                   ARTICLE V
                              VESTING REQUIREMENTS

20.  NORMAL/EARLY RETIREMENT AGE (5.01). A Participant attains Normal Retirement
Age (or Early  Retirement  Age, if  applicable)  under the Plan on the following
date: (Choose one of (a) or (b). Choose (c) if applicable)

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[X]  (a) Specific age. The date the Participant  attains age 65. [Note:  The age
         may not exceed age 65.]

[_]  (b) Age/participation.  The later of the date the Participant attains  ____
         years of age or the ____  anniversary of the first day of the Plan Year
         in which the Participant  commenced  participation in the Plan.  [Note:
         The age may not  exceed age 65 and the  anniversary  may not exceed the
         5th.]

[_]  (c) Early  Retirement  Age.  Early  Retirement Age is the later of: (i) the
         date a  Participant  attains  age ____ or (ii)  the date a  Participant
         reaches  his/her ____  anniversary of the first day of the Plan Year in
         which the Participant commenced participation in the Plan.

21.  PARTICIPANT'S  DEATH OR DISABILITY (5.02). The 100% vesting rule under Plan
Section 5.02 does not apply to: (Choose (a) or (b) or both as applicable)

[_]  (a) Death.

[_]  (b) Disability.

22. VESTING  SCHEDULE  (5.03).  A Participant  has a 100% Vested interest at all
times in his/her deferral  contributions,  qualified nonelective  contributions,
qualified  matching   contributions,   401(k)  safe  harbor   contributions  and
Davis-Bacon  contributions  (unless  otherwise  indicated in (f)). The following
vesting  schedule  applies to Employer  regular  matching  contributions  and to
Employer  nonelective  contributions:  (Choose  (a) or choose one or more of (b)
through (f) as applicable)

[_]  (a) Immediate vesting.  100% Vested at all times.  [Note: The Employer must
         elect (a) if the Service  condition under Section 2.01 exceeds One Year
         of Service or more than twelve months.]

[X]  (b) Top-heavy  vesting  schedules.  [Note:  The Employer must choose one of
         (b)(1), (2) or (3) if it does not elect (a).]

<TABLE>
<CAPTION>
<S>                                                    <C>
     [X] (1) 6-year graded as specified in the Plan.   [ ] (3) Modified top-heavy schedule
     [ ] (2) 3-year cliff as specified in the Plan.
</TABLE>

                       Years of Service             Vested Percentage
                       ----------------             -----------------
              Less than 1 ...................              ___%
              1 .............................              ___%
              2 .............................              ___%
              3 .............................              ___%
              4 .............................              ___%
              5 .............................              ___%
              6 or more .....................              100%

[_]  (c) Non-top-heavy  vesting schedules.  [Note: The Employer may elect one of
     (c)(1), (2) or (3) in addition to (b).]

<TABLE>
<CAPTION>
<S>                                                    <C>
     [_] (1) 7-year graded as specified in the Plan.    [_] (2) Modified non-top-heavy schedule
     [_] (3) 5-year cliff as specified in the Plan.
</TABLE>

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                       Years of Service             Vested Percentage
                       ----------------             -----------------
              Less than 1 ...................              ___%
              1 .............................              ___%
              2 .............................              ___%
              3 .............................              ___%
              4 .............................              ___%
              5 .............................              ___%
              6 .............................              ___%
              7 .............................              100%


If the Employer does not elect (c), the vesting  schedule elected in (b) applies
to all Plan Years. [Note: The modified top-heavy schedule of (b)(3) must satisfy
Code ss.416. If the Employer elects (c)(3), the modified  non-top-heavy schedule
must satisfy Code ss.411(a)(2).]

[X]  (d) Separate vesting election for regular matching  contributions.  In lieu
         of the election under (a), (b) or (c), the following  vesting  schedule
         applies to a Participant's regular matching contributions:  (Choose one
         of (1) or (2))

     [_]  (1) 100% Vested at all times.

     [X]  (2) Regular matching vesting schedule: TOP HEAVY SCHEDULE.  [Note: The
              vesting  schedule  completed  under  (d)(2)  must comply with Code
              ss.411(a)(4).]

[_]  (e) Application of top-heavy schedule.  The non-top-heavy  schedule elected
         under  (c)  applies  in all  Plan  Years  in  which  the  Plan is not a
         top-heavy  plan.  [Note:  If the  Employer  does  not  elect  (e),  the
         top-heavy  vesting schedule will apply for the first Plan Year in which
         the Plan is top-heavy and then in all subsequent Plan Years.]

[_]  (f) Special vesting provisions:  ____. [Note: Any special vesting provision
         must satisfy Code  ss.411(a).  Any special  vesting  provision  must be
         definitely   determinable,   not   discriminate   in  favor  of  Highly
         Compensated Employees and not violate Code ss.401(a)(4).]

23.  YEAR OF  SERVICE - VESTING  (5.06).  (Choose  (a) and (b)):  [Note:  If the
Employer  elects  the  Elapsed  Time  Method or elects  immediate  vesting,  the
Employer should not complete (a) or (b).]

[X]  (a) Year of  Service.  An  Employee  must  complete  at least  500 Hours of
         Service  during a vesting  computation  period to receive  credit for a
         Year of  Service  under  Article  V.  [Note:  The number may not exceed
         1,000. If left blank, the requirement is 1,000.]

[X]  (b) Vesting  computation period. The Plan measures a Year of Service on the
         basis of the following  12-consecutive month period: (Choose one of (1)
         or (2))

     [X]  (1) Plan Year.

     [_]  (2) Employment year (anniversary of Employment Commencement Date).

24. EXCLUDED YEARS OF SERVICE - VESTING (5.08).  The Plan excludes the following
Years of Service for  purposes of vesting:  (Choose (a) or choose one or more of
(b) through (f) as applicable)

[X] (a) None. None other than as specified in Plan Section 5.08(a).

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[_]  (b) Age 18. Any Year of Service before the Year of Service during which the
         Participant attained the age of 18.

[_]  (c) Prior to Plan establishment.  Any Year of Service during the period the
         Employer did not maintain this Plan or a predecessor plan.

[_]  (d) Parity Break in Service. Any Year of Service excluded under the rule of
         parity. See Plan Section 5.10.

[_]  (e) Prior Plan terms.  Any Year of Service  disregarded  under the terms of
         the Plan as in effect prior to this restated Plan.

[_]  (f) Additional  exclusions.  Any Year of Service  before:  ____ [Note:  Any
         exclusion  specified under (f) must comply with Code ss.411(a)(4).  Any
         exclusion must be definitely determinable, not discriminate in favor of
         Highly Compensated Employees and not violate Code ss.401(a)(4).  If the
         Employer  elects  immediate  vesting,  the Employer should not complete
         Section 5.08.]

                                   ARTICLE VI
                         DISTRIBUTION OF ACCOUNT BALANCE

25.  TIME  OF  PAYMENT  OF  ACCOUNT  BALANCE  (6.01).   The  following  time  of
distribution elections apply to the Plan:

Separation from Service/Vested  Account Balance not exceeding $5,000. Subject to
the  limitations of Plan Section  6.01(A)(1),  the Trustee will  distribute in a
lump sum (regardless of the Employer's  election under Section 6.04) a separated
Participant's  Vested Account Balance not exceeding  $5,000:  (Choose one of (a)
through (d))

[X]  (a)  Immediate.  As  soon as  administratively  practicable  following  the
         Participant's Separation from Service.

[_]  (b) Designated  Plan Year. As soon as  administratively  practicable in the
         ____  Plan  Year  beginning  after the  Participant's  Separation  from
         Service.

[_]  (c) Designated Plan Year quarter. As soon as  administratively  practicable
         in the  ____  Plan  Year  quarter  beginning  after  the  Participant's
         Separation from Service.

[_]  (d) Designated  distribution.  As soon as  administratively  practicable in
         the: ____ following the Participant's  Separation from Service.  [Note:
         The designated distribution time must be the same for all Participants,
         be  definitely  determinable,  not  discriminate  in  favor  of  Highly
         Compensated Employees and not violate Code ss.401(a)(4).]

Separation from  Service/Vested  Account Balance  exceeding  $5,000. A separated
Participant  whose Vested Account  Balance  exceeds $5,000 may elect to commence
distribution of his/her Vested Account Balance no earlier than:
(Choose one of (e) through (i).  Choose (j) if applicable)

[X]  (e) Immediate.  As  soon  as  administratively  practicable  following  the
         Participant's Separation from Service.

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[_]  (f) Designated  Plan Year. As soon as  administratively  practicable in the
         ____  Plan  Year  beginning  after the  Participant's  Separation  from
         Service.

[_]  (g) Designated Plan Year quarter. As soon as  administratively  practicable
         in the ____ Plan Year quarter  following the Plan Year quarter in which
         the Participant elects to receive a distribution.

[_]  (h) Normal  Retirement Age. As soon as  administratively  practicable after
         the  close of the Plan  Year in which the  Participant  attains  Normal
         Retirement  Age  and  within  the  time  required  under  Plan  Section
         6.01(A)(2).

[_]  (i) Designated  distribution.  As soon as  administratively  practicable in
         the:  following the Participant's  Separation from Service.  [Note: The
         designated distribution time must be the same for all Participants,  be
         definitely   determinable,   not   discriminate   in  favor  of  Highly
         Compensated Employees and not violate Code ss.401(a)(4).]

[_]  (j) Limitation on Participant's right to delay distribution.  A Participant
         may not elect to delay  commencement  of distribution of his/her Vested
         Account  Balance  beyond  the later of  attainment  of age 62 or Normal
         Retirement  Age.  [Note:  If the Employer  does not elect (j), the Plan
         permits  a  Participant   who  has  Separated  from  Service  to  delay
         distribution  until his/her  required  beginning date. See Plan Section
         6.01(A)(2).]

Participant elections prior to Separation from Service. A Participant,  prior to
Separation from Service may elect any of the following  distribution  options in
accordance with Plan Section  6.01(C).  (Choose (k) or choose one or more of (l)
through  (o) as  applicable).  [Note:  If the  Employer  elects  any  in-service
distributions  option,  a  Participant  may  elect  to  receive  one  in-service
distribution  per Plan Year  unless  the  Plan's  in-service  distribution  form
provides for more frequent in-service distributions.]

[_]  (k) None.  A  Participant  does not have any  distribution  option prior to
         Separation  from Service,  except as may be provided under Plan Section
         6.01(C).

[X]  (1)  Deferral  contributions.  Distribution  of  all  or  any  portion  (as
         permitted by the Plan) of a Participant's  Account Balance attributable
         to deferral contributions if: (Choose one or more of (1), (2) or (3) as
         applicable)

     [X]  (1) Hardship (safe harbor hardship rule). The Participant has incurred
              a hardship in accordance with Plan Sections 6.09 and 14.11(A).

     [X]  (2) Age. The  Participant has attained age 65 (Must be at least age 59
              1/2).

     [_]  (3) Disability. The Participant has incurred a Disability.

[X]  (m) Qualified      nonelective       contributions/qualified       matching
         contributions/safe  harbor  contributions.  Distribution  of all or any
         portion of a Participant's  Account  Balance  attributable to qualified
         nonelective contributions,  to qualified matching contributions,  or to
         401(k)  safe  harbor  contributions  if:  (Choose (1) or (2) or both as
         applicable)

     [X]  (1) Age. The  Participant has attained age 65 (Must be at least age 59
              1/2).

     [_]  (2) Disability. The Participant has incurred a Disability.

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[X]  (n) Nonelective contributions/regular matching contributions.  Distribution
         of  all  or any  portion  of a  Participant's  Vested  Account  Balance
         attributable  to  nonelective  contributions  or  to  regular  matching
         contributions if: (Choose one or more of (1) through (5) as applicable)

     [X]  (1)  Age/Service  conditions.  (Choose one or more of a. through d. as
               applicable):

          [X]  a. Age. The Participant has attained age 65.

          [_]  b. Two-year allocations. The Plan Administrator has allocated the
                  contributions  to be distributed for a period of not less than
                  ____ Plan  Years  before the  distribution  date.  [Note:  The
                  minimum number of years is 2.]

          [_]  c. Five years of participation.  The Participant has participated
                  in the Plan for at least ____ Plan Years.  [Note:  The minimum
                  number of years is 5.]

          [_]  d. Vested.  The  Participant  is ____% Vested in his/her  Account
                  Balance. See Plan Section 5.03(A). [Note: If an Employer makes
                  more than one election under Section 6.01(n)(1), a Participant
                  must satisfy all conditions before the Participant is eligible
                  for the distribution.]

     [_]  (2) Hardship.  The  Participant  has incurred a hardship in accordance
              with Plan Section 6.09.

     [_]  (3) Hardship (safe harbor hardship rule). The Participant has incurred
              a hardship in accordance with Plan Sections 6.09 and 14.11(A).

     [_]  (4) Disability. The Participant has incurred a Disability.

     [_]  (5) Designated condition.  The Participant has satisfied the following
              condition(s):  ____ [Note: Any designated condition(s) must be the
              same for all  Participants,  be  definitely  determinable  and not
              discriminate in favor of Highly Compensated Employees.]

[X]  (o) Participant  contributions.  Distribution  of all or any  portion of  a
         Participant's Account Balance attributable to the following Participant
         contributions  described in Plan Section 4.01:  (Choose one of (1), (2)
         or (3))

     [X]  (1) All Participant contributions.

     [_]  (2) Employee contributions only.

     [_]  (3) Rollover contributions only.

Participant loan default/offset.  See Section 6.08 of the Plan.

26.  DISTRIBUTION  METHOD (6.03). A separated  Participant  whose Vested Account
Balance  exceeds  $5,000  may  elect  distribution  under  one of the  following
method(s) of distribution described in Plan Section 6.03: (Choose
one or more of (a) through (d) as applicable)

[X] (a) Lump sum.

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[X] (b) Installments.

[_]  (c) Installments for required minimum distributions only.

[_]  (d) Annuity  distribution  option(s):  ____ [Note:  Any optional  method of
         distribution  may not be subject to  Employer,  Plan  Administrator  or
         Trustee discretion.]

27.  JOINT AND  SURVIVOR  ANNUITY  REQUIREMENTS  (6.04).  The joint and survivor
annuity  distribution  requirements of Plan Section 6.04:  (Choose one of (a) or
(b))

[_]  (a) Profit sharing plan  exception.  Do not apply to a Participant,  unless
         the  Participant is a Participant  described in Section  6.04(H) of the
         Plan.

[X]  (b) Applicable. Apply to all Participants.

                                  ARTICLE VII
                   PLAN ADMINISTRATOR - DUTIES WITH RESPECT TO
                             PARTICIPANTS' ACCOUNTS

28. ALLOCATION OF NET INCOME, GAIN OR LOSS (9.08). For each type of contribution
provided under the Plan,  the Plan allocates net income,  gain or loss using the
following method: (Choose one or more of (a) through (e) as applicable)

[X]  (a) Deferral contributions/Employee  contributions.  (Choose one or more of
         (1) through (5) as applicable)

     [X]  (1) Daily valuation method.  Allocate on each business day of the Plan
              Year during  which Plan  assets for which there is an  established
              market are valued and the Trustee is conducting business.

     [_]  (2) Balance forward method. Allocate using the balance forward method.

     [_]  (3) Weighted  average  method.  Allocate  using the  weighted  average
              method,  based on the following  weighting period:  ____. See Plan
              Section 14.12.

     [_]  (4) Balance forward method with adjustment.  Allocate  pursuant to the
              balance  forward  method,  except  treat  as part of the  relevant
              Account at the  beginning  of the  valuation  period  ____% of the
              contributions made during the following valuation period: ____

     [_]  (5) Individual  account method.  Allocate using the individual account
              method. See Plan Section 9.08.


[X]  (b)  Matching  contributions.  (Choose  one or more of (1)  through  (5) as
          applicable)

     [X]  (1) Daily valuation method.  Allocate on each business day of the Plan
              Year during  which Plan  assets for which there is an  established
              market are valued and the Trustee is conducting business.

     [_]  (2) Balance forward method. Allocate using the balance forward method.

                                       20

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     [_]  (3) Weighted  average  method.  Allocate  using the  weighted  average
              method,  based on the following  weighting  period:  ___. See Plan
              Section 14.12.

     [_]  (4) Balance forward method with adjustment.  Allocate  pursuant to the
              balance  forward  method,  except  treat  as part of the  relevant
              Account at the  beginning  of the  valuation  period  ____% of the
              contributions made during the following valuation period: ____

     [_]  (5) Individual  account method.  Allocate using the individual account
              method. See Plan Section 9.08.


[X]  (c) Employer nonelective co\ntributions. (Choose one or more of (1) through
         (5) as applicable)

     [X]  (1) Daily valuation method.  Allocate on each business day of the Plan
              Year during  which Plan  assets for which there is an  established
              market are valued and the Trustee is conducting business.

     [_]  (2) Balance forward method. Allocate using the balance forward method.

     [_]  (3) Weighted  average  method.  Allocate  using the  weighted  average
              method,  based on the following  weighting period:  ____. See Plan
              Section 14.12.

     [_]  (4) Balance forward method with adjustment.  Allocate  pursuant to the
              balance  forward  method,  except  treat  as part of the  relevant
              Account  at the  beginning  of the  valuation  period  ___% of the
              contributions made during the following valuation period: ____

     [_]  (5) Individual  account method.  Allocate using the individual account
              method. See Plan Section 9.08.

[_]  (d) Specified  method.  Allocate  pursuant to  the following  method:  ____
         [Note:  The specified method must be a definite  predetermined  formula
         which   is   not   based   on   Compensation,   which   satisfies   the
         nondiscrimination  requirements of Treas. Reg. ss.1.401(a)(4) and which
         is applied uniformly to all Participants.]

[X]  (e) Interest rate factor. In accordance with Plan Section 9.08(E), the Plan
         includes interest at the following rate on distributions made more than
         90 days after the most recent valuation date: 0.

                                  ARTICLE VIII
                    TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

29.  INVESTMENT POWERS (10.03). The following  additional  investment options or
     limitations apply under Plan Section 10.03: N/A. [Note:  Enter "N/A" if not
     applicable.]

30.  VALUATION OF TRUST  (10.15).  In addition to the last day of the Plan Year,
     the Trustee must value the Trust Fund on the following  valuation  date(s):
     (Choose one of (a) through (d))


[X]  (a) Daily valuation dates. Each business day of the Plan Year on which Plan
         assets  for which  there is an  established  market  are valued and the
         Trustee is conducting business.

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[_]  (b) Last day of a specified  period.  The last day of each ____ of the Plan
         Year.

[_]  (c) Specified dates: _____

[_]  (d) No additional valuation dates.


                                       22

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                                 Execution Page

         The Trustee (and Custodian, if applicable),  by executing this Adoption
Agreement,   accepts  its  position  and  agrees  to  all  of  the  obligations,
responsibilities  and duties imposed upon the Trustee (or  Custodian)  under the
Prototype Plan and Trust.  The Employer  hereby agrees to the provisions of this
Plan and Trust,  and in  witness  of its  agreement,  the  Employer  by its duly
authorized officers, has executed this Adoption Agreement,  and the Trustee (and
Custodian, if applicable) has signified its acceptance, on:

                    December 16, 2004
------------------------------------------------------------------

                            Name of Employer:   North Bay Bancorp
                                             -----------------------------------

                            Employer's EIN:     68-0038701
                                           -------------------------------------

                            Signed:     /s/ Rhonda K. Blower
                                   ---------------------------------------------
                                        AVP/Human Resources
                                   ---------------------------------------------
                                                                    [Name/Title]

                            Name(s) of Trustee:

                            WELLS FARGO BANK, N.A.
                                        /s/ Don Dunbar        Dec. 20, 2004
                                   ---------------------------------------------
                                   ---------------------------------------------
                                   ---------------------------------------------
                                   ---------------------------------------------
                                   ---------------------------------------------


                            Trust EIN (Optional):


                            Signed:
                                   ---------------------------------------------
                                   ---------------------------------------------
                                                                    [Name/Title]

                            Signed:
                                   ---------------------------------------------
                                   ---------------------------------------------
                                                                    [Name/Title]

                            Signed:
                                   ---------------------------------------------
                                   ---------------------------------------------
                                                                    [Name/Title]

                            Signed:
                                   ---------------------------------------------
                                   ---------------------------------------------
                                                                    [Name/Title]

                            Signed:
                                   ---------------------------------------------
                                   ---------------------------------------------
                                                                    [Name/Title]

                                       23
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                            Signed:
                                   ---------------------------------------------
                                   ---------------------------------------------
                                                                    [Name/Title]

                            Signed:
                                   ---------------------------------------------
                                   ---------------------------------------------
                                                                    [Name/Title]

                            Signed:
                                   ---------------------------------------------
                                   ---------------------------------------------
                                                                    [Name/Title]

                            Name of Custodian (Optional):


                            Signed:
                                   ---------------------------------------------
                                   ---------------------------------------------
                                                                    [Name/Title]

                            Signed:
                                   ---------------------------------------------
                                   ---------------------------------------------
                                                                    [Name/Title]

31. Plan Number.  The 3-digit plan number the Employer  assigns to this Plan for
ERISA reporting purposes (Form 5500 Series) is: 001.

Use of Adoption  Agreement.  Failure to complete  properly the elections in this
Adoption  Agreement may result in  disqualification  of the Employer's Plan. The
Employer only may use this Adoption Agreement in conjunction with the basic plan
document referenced by its document number on Adoption Agreement page one.

Executionfor Page  Substitution  Amendment Only. If this paragraph is completed,
this Execution Page documents an amendment to Adoption Agreement Section(s) ____
effective  _________________,  by substitute  Adoption  Agreement page number(s)
________.

Prototype Plan Sponsor.  The Prototype Plan Sponsor identified on the first page
of the basic plan document  will notify all adopting  employers of any amendment
of this Prototype Plan or of any abandonment or  discontinuance by the Prototype
Plan Sponsor of its maintenance of this Prototype Plan. For inquiries  regarding
the adoption of the  Prototype  Plan,  the  Prototype  Plan  Sponsor's  intended
meaning of any Plan provisions or the effect of the opinion letter issued to the
Prototype  Plan  Sponsor,  please  contact  the  Prototype  Plan  Sponsor at the
following address and telephone number:  420 MONTGOMERY  STREET,  2ND FLOOR, SAN
FRANCISCO, CA 94104, (415) 222-1120.

Reliance on Sponsor Opinion Letter. The Prototype Plan Sponsor has obtained from
the IRS an opinion letter specifying the form of this Adoption Agreement and the
basic plan document satisfy,  as of the date of the opinion letter, Code ss.401.
An adopting Employer may rely on the Prototype Sponsor's IRS opinion letter only
to the extent provided in Announcement 2001-77,  2001-30 I.R.B. The Employer may
not rely on the opinion letter in certain other circumstances or with respect to
certain  qualification  requirements,  which are specified in the opinion letter
and in Announcement  2001-77. In order to have reliance in such circumstances or
with respect to such qualification  requirements,  the Employer must apply for a
determination  letter to Employee Plans  Determinations  of the Internal Revenue
Service.

                                       24

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                                  North Bay Bancorp 401(k) & Profit Sharing Plan


                             PARTICIPATION AGREEMENT

         [X] Check here if not applicable and do not complete this page.

         The undersigned  Employer,  by executing this Participation  Agreement,
elects to become a Participating Employer in the Plan identified in Section 1.21
of the accompanying Adoption Agreement,  as if the Participating Employer were a
signatory to that Adoption Agreement.  The Participating  Employer accepts,  and
agrees to be bound by, all of the elections  granted under the provisions of the
Prototype  Plan as made by the Signatory  Employer to the Execution  Page of the
Adoption   Agreement,   except  as  otherwise  provided  in  this  Participation
Agreement.

32. EFFECTIVE DATE (1.10).  The Effective Date of the Plan for the Participating
Employer is:
------------------.

33. NEW  PLAN/RESTATEMENT.  The Participating  Employer's  adoption of this Plan
constitutes: (Choose one of (a) or (b))

[_]  (a) The adoption of a new plan by the Participating Employer.

[_]  (b) The  adoption  of an  amendment  and  restatement  of a plan  currently
         maintained   by   the    Participating    Employer,    identified   as:
         ___________________________________,  and having an original  effective
         date of: _________________________.

34. PREDECESSOR  EMPLOYER SERVICE (1.30). In addition to the predecessor service
credited  by reason of  Section  1.30 of the Plan,  the Plan  credits as Service
under this Plan, service with this Participating  Employer.  (Choose one or more
of (a)  through  (d) as  applicable):  [Note:  lithe  Plan does not  credit  any
additional  predecessor  service  under  Section  1.30  for  this  Participating
Employer, do not complete this election.]


[_]  (a)  Eligibility.  For eligibility  under Article II. See Plan Section 1.30
          for time of Plan entry.


[_]  (b) Vesting. For vesting under Article V.


[_]  (c) Contribution  allocation.  For contribution  allocations  under Article
         III.


[_]  (d) Exceptions. Except for the following Service: _____

Name of Plan:                       Name of Participating Employer:



                                    Signed:
                                           -------------------------------------

                                           -------------------------------------
                                                                    [Name/Title]


                                           -------------------------------------
                                                                          [Date]

                                    Participating Employer's EIN:
                                                                 ---------------

Acceptance  by the  Signatory  Employer to the  Execution  Page of the  Adoption
Agreement and by the Trustee.

                                       25

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<TABLE>
<CAPTION>
<S>                                                  <C>
Name of Signatory Employer:                          Name(s) of Trustee:

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

------------------------------------------------     -----------------------------------------------------------
                                    [Name/Title]                                                    [Name/Title]


Signed:                                              Signed:
       -----------------------------------------            ----------------------------------------------------

       -----------------------------------------            ----------------------------------------------------
                                          [Date]                                                          [Date]
</TABLE>


[Note:  Each  Participating  Employer  must  execute  a  separate  Participation
Agreement.  If the Plan does not have a  Participating  Employer,  the Signatory
Employer may delete this page from the Adoption Agreement.]


                                       26

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                                   APPENDIX A
                    TESTING ELECTIONS/EFFECTIVE DATE ADDENDUM

35. The following testing  elections and special effective dates apply:  (Choose
one or more of (a) through (n) as applicable)


[_]  (a) Highly  Compensated  Employee  (1.14).  For Plan Years  beginning after
         ______________,  the Employer makes the following election(s) regarding
         the definition of Highly Compensated Employee:

     (1)  [ ] Top paid group election.

     (2)  [ ] Calendar year data election (fiscal year plan).


[X]  (b) 401(k)  current year testing.  The Employer will apply the current year
         testing  method in applying  the ADP and ACP tests  effective  for Plan
         Years  beginning  after:  1996.  [Note:  For Plan Years beginning on or
         after the Employer's execution of its "GUST" restatement,  the Employer
         must use the same testing method within the same Plan Year for both the
         ADP and ACP tests.]


[X]  (c) Compensation. The Compensation definition under Section 1.07 will apply
         for Plan Years beginning after: EFFECTIVE JANUARY 1, 2005.


[_]  (d) Election not to  participate.  The  election not to  participate  under
         Section 2.06 is effective: ____.


[_]  (e) 401(k) safe harbor.  The 401(k) safe harbor  provisions  under  Section
         3.01(d) are effective: ____


[_]  (f)  Negative  election.  The negative  election  provision  under  Section
         3.02(b) is effective: ____


[_]  (g)  Contribution/allocation  formula.  The specified  contribution(s)  and
         allocation method(s) under Sections 3.01 and 3.04 are effective: ____


[X]  (h) Allocation  conditions.  The allocation  conditions of Section 3.06 are
         effective:  DEATH,  DISABILITY  AND RETIREMENT IN PLAN YEAR NOW RECEIVE
         ALLOCATION OF MATCH OR PROFIT SHARING CONTRIBUTION EFFECTIVE JANUARY 1,
         2005.


[_]  (i) Benefit payment  elections.  The  distribution  elections of Section(s)
         _____ are effective: ____


[_]  (j) Election to continue  pre-SBJPA  required beginning date. A Participant
         may not elect to defer  commencement  of the  distribution  of  his/her
         Vested  Account  Balance beyond the April 1 following the calendar year
         in which the Participant attains age 70 1/2. See Plan Section 6.02(A).


[_]  (k) Elimination of age 70 1/2 in-service distributions. The Plan eliminates
         a  Participant's  (other  than a more than 5% owner)  right to  receive
         in-service  distributions on April 1 of the calendar year following the
         year  in  which  the  Participant  attains  age 70 1/2 for  Plan  Years
         beginning after: ____

                                       27

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                                  North Bay Bancorp 401(k) & Profit Sharing Plan


[_]  (1)  Allocation  of earnings.  The  earnings  allocation  provisions  under
          Section 9.08 are effective: ----


[X]  (m) Elimination  of  optional  forms  of  benefit.   The  Employer   elects
         prospectively  to eliminate  the following  optional  forms of benefit:
         (Choose one or more of (1), (2) and (3) as applicable)

     [X]  (1) QJSA and QPSA  benefits as described in Plan Sections  6.04,  6.05
              and 6.06 effective: EFFECTIVE JANUARY 1, 2005

     [_]  (2) Installment  distributions as described in Section 6.03 effective:
              ____

     [_]  (3) Other optional forms of benefit (Any election to eliminate must be
              consistent with Treas. Reg. ss.1.411(d)-4):


[X]  (n) Special effective date(s):  ____________ THE 7 YEAR VESTING SCHEDULE IN
         THE PRIOR DOCUMENT  CONTINUES TO APPLY FOR MATCHING  CONTRIBUTIONS  FOR
         THOSE WHO  TERMINATED  EMPLOYMENT  BEFORE 2002.  CHANGE IN  ELIGIBILITY
         SERVICE TO PARTICIPATE IN PLAN (#9 SECTION 2.01)  EFFECTIVE  JANUARY 1,
         2005.

For periods prior to the  above-specified  special effective  date(s),  the Plan
terms in effect prior to its  restatement  under this  Adoption  Agreement  will
control for purposes of the designated provisions.  A special effective date may
not result in the delay of a Plan  provision  beyond the  permissible  effective
date under any applicable law.


                                       28

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                                  North Bay Bancorp 401(k) & Profit Sharing Plan


                                   APPENDIX B
                    GUST Remedial Amendment Period Elections

36.  The following GUST restatement  elections apply: (Choose one or more of (a)
     through (j) as applicable)


[X]  (a) Highly Compensated Employee elections. The Employer makes the following
         remedial   amendment  period  elections  with  respect  to  the  Highly
         Compensated Employee definition:
<TABLE>
<CAPTION>
<S>                                  <C>                                 <C>
                   (1)      1998:    [X]    Top paid group election.     [_]  Calendar year election.
                   (2)      1998:    [X]    Top paid group election.     [_]  Calendar year data election.
                   (3)      1999:    [_]  Top paid group election.       [_]  Calendar year data election.
                   (4)      2000:    [_]  Top paid group election.       [_]  Calendar year data election.
                   (5)      2001:    [_]  Top paid group election.       [_]  Calendar year data election.
                   (6)      2002:    [_]  Top paid group election.       [_]  Calendar year data election.
</TABLE>


[X]  (b) 401(k)  testing  methods.  The Employer  makes the  following  remedial
         amendment  period  elections  with  respect to the ADP test and the ACP
         test:  [Note:  The Employer may use a different  testing method for the
         ADP  and ACP  tests  through  the end of the  Plan  Year in  which  the
         Employer executes its GUST restated Plan.]

<TABLE>
<CAPTION>
                                          ADP test                                      ACP test
                                          --------                                      --------
<S>                               <C>                                    <C>
                   (1)      1997: [ ] prior year    [X] current year    1997: [ ] prior year   [X] current year
                   (2)      1998: [ ] prior year    [X] current year    1998: [ ] prior year   [X] current year
                   (3)      1999: [ ] prior year    [X] current year    1999: [ ] prior year   [X] current year
                   (4)      2000: [ ] prior year    [X] current year    2000: [ ] prior year   [X] current year
                   (5)      2001: [ ] prior year    [ ] current year    2001: [ ] prior year   [ ] current year
                   (6)      2002: [ ] prior year    [ ] current year    2002: [ ] prior year   [ ] current year
</TABLE>

[_]  (c) Delayed  application  of SBJPA  required  beginning  date. The Employer
         elects to delay the  effective  date for the  required  beginning  date
         provision of Plan Section 6.02 until Plan Years beginning after: ____

[X]  (d) Model Amendment for required minimum distributions. The Employer adopts
         the IRS Model  Amendment in Plan Section 6.02(E)  effective  JANUARY 1,
         2001. [Note: The date must not be earlier than January 1, 2001.]

Defined Benefit Limitation

[_]  (e) Code ss.415(e) repeal.  The repeal of the Code ss.415(e)  limitation is
         effective for Limitation  Years beginning  after ______.  [Note: If the
         Employer  does not make an election  under (e), the repeal is effective
         for Limitation Years beginning after December 31, 1999.]

Code  ss.415(e)  limitation.  To the extent  necessary to satisfy the limitation
under Plan Section 3.17 for Limitation  Years  beginning  prior to the repeal of
Code ss.415(e), the Employer will reduce: (Choose one of (f) or (g))

[_]  (f) The  Participant's  projected  annual benefit under the defined benefit
         plan.

                                       29

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                                  North Bay Bancorp 401(k) & Profit Sharing Plan


[_]  (g) The Employer's  contribution or allocation on behalf of the Participant
         to  the  defined   contribution  plan  and  then,  if  necessary,   the
         Participant's projected annual benefit under the defined benefit plan.

Coordination  with top-heavy minimum  allocation.  The Plan  Administrator  will
apply the  top-heavy  minimum  allocation  provisions  of  Article  XII with the
following modifications: (Choose (h) or choose (i) or 0) or both as applicable)

[_]  (h) No modifications.

[_]  (i) For Non-Key  Employees  participating  only in this Plan, the top-heavy
         minimum allocation is the minimum allocation determined by substituting
         ____% (not less than 4%) for "3%," except: (Choose one of (1) or (2))

     [_]  (1) No exceptions.

     [_]  (2) Plan Years in which the top-heavy ratio exceeds 90%.

[_]  (j) For Non-Key  Employees also  participating in the defined benefit plan,
         the top-heavy minimum is: (Choose one of (1) or (2))

     [_]  (1) 5% of Compensation  irrespective of the  contribution  rate of any
              Key Employee: (Choose one of a. or b.)

          [_]  a. No exceptions.

          [_]  b. Substituting "7 1/2%" for "5%" if the top-heavy ratio does not
                  exceed 90%.

     [_]  (2) 0%.  [Note:  The defined  benefit plan must satisfy the  top-heavy
              minimum benefit requirement for these Non-Key Employees.]

Actuarial  assumptions  for  top-heavy  calculation.  To determine the top-heavy
ratio, the Plan Administrator will use the following interest rate and mortality
assumptions to value accrued benefits under a defined benefit plan: ____.

                                       30

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<PAGE>
                                  North Bay Bancorp 401(k) & Profit Sharing Plan


                        CHECKLIST OF EMPLOYER INFORMATION
                      AND EMPLOYER ADMINISTRATIVE ELECTIONS

Commencing with the ____ Plan Year

         The Prototype Plan permits the Employer to make certain  administrative
elections  not  reflected  in the  Adoption  Agreement.  This form  lists  those
administrative  elections  and  provides  a means of  recording  the  Employer's
elections. This checklist is not part of the Plan document.

37.      Employer Information.

         NORTH BAY BANCORP
         [Employer Name]

         1500 SOSCAL AVE
         [Address]

         NAPA, California 94558                    (707) 252-2340
         [City, State and Zip Code]                [Telephone Number]

38. Form of Business.

         (a)  [X]  Corporation                     (b) [_] S Corporation
         (c)  [_]  Limited Liability Company       (d) [_] Sole Proprietorship
         (e)  [_]  Partnership                     (f) [_] _______

39.      Section 1.07(F) -  Nondiscriminatory  definition of Compensation.  When
         testing nondiscrimination under the Plan, the Plan permits the Employer
         to make elections regarding the definition of Compensation. [Note: This
         election  solely is for  purposes  of  nondiscrimination  testing.  The
         election does not affect the  Employer's  elections  under Section 1.07
         which  apply for  purposes of  allocating  Employer  contributions  and
         Participant forfeitures.]

         (a) [X] The  Plan  will   "gross  up"   Compensation   for   Elective
                 Contributions.

         (b) [ ] The Plan will exclude Elective Contributions.

40. Section 4.04 - Rollover contributions.

         (a) [X] The Plan accepts rollover contributions.

         (b) [ ] The Plan does not accept rollover contributions.

41.      Section 8.06 -  Participant  direction of  investment/404(c).  The Plan
         authorizes Participant direction of investment with Trustee consent. If
         the Trustee permits Participant  direction of investment,  the Employer
         and the Trustee should adopt a policy which  establishes the applicable
         conditions and limitations,  including  whether they intend the Plan to
         comply with ERISA ss.404(c).

         (a) [X] The Plan permits  Participant  direction of investment and is a
                 404(c) plan.


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                                  North Bay Bancorp 401(k) & Profit Sharing Plan

         (b) [ ] The Plan does not permit Participant direction of investment or
                 is a non-404(c) plan.

42.      Section  9.04[A] -  Participant  loans.  The Plan  authorizes  the Plan
         Administrator  to adopt a written  loan  policy  to permit  Participant
         loans.

         (a) [X] The Plan permits  Participant  loans  subject to the  following
                 conditions:

                  (1) [X] Minimum loan amount: $1000.

                  (2) [X] Maximum number of outstanding loans: 2.

                  (3) [X] Reasons for which a Participant may request a loan:

                           a. [X] Any purpose.

                           b. [ ] Hardship events.

                           c. [_]   Other:  _____.

                  (4) [X] Suspension of loan repayments:

                           a. [X] Not permitted.

                           b. [ ] Permitted for non-military leave of absence.

                           c. [ ]  Permitted  for  military  service  leave  of
                                   absence.

                  (5) [X] The Participant must be a party in interest.

         (b) [ ] The Plan does not permit Participant loans.

43.      Section 11.01 - Life insurance. The Plan with Employer approval
         authorizes the Trustee to acquire life insurance.

         (a) [ ] The Plan will invest in life insurance contracts.

         (b) [X] The Plan will not invest in life insurance contracts.

44. Surety bond company: ____. Surety bond amount: $500,000


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<PAGE>

                                     EGTRRA

                                AMENDMENT TO THE

                 NORTH BAY BANCORP 401(K) & PROFIT SHARING PLAN


S478421.1                            Copyright 2001 WELLS FARGO BANK, N.A. 12/04
<PAGE>
                                                               EGTRRA - Employer

ARTICLE I
                                    PREAMBLE

1.1      Adoption and effective date of amendment. This amendment of the plan is
         adopted to reflect  certain  provisions of the Economic  Growth and Tax
         Relief  Reconciliation  Act  of  2001  ("EGTRRA").  This  amendment  is
         intended as good faith  compliance with the  requirements of EGTRRA and
         is to be  construed  in  accordance  with  EGTRRA and  guidance  issued
         thereunder.  Except as  otherwise  provided,  this  amendment  shall be
         effective  as of the first day of the first plan year  beginning  after
         December 31, 2001.

1.2      Supersession of inconsistent provisions. This amendment shall supersede
         the  provisions  of  the  plan  to  the  extent  those  provisions  are
         inconsistent with the provisions of this amendment.

                                   ARTICLE II
                          ADOPTION AGREEMENT ELECTIONS

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

         The  questions in this Article II only need to be completed in order to
         override the default  provisions set forth below. If all of the default
         provisions will apply, then these questions should be skipped.

         Unless the employer elects  otherwise in this Article II, the following
         defaults apply:

         1)       The vesting  schedule for matching  contributions  will be a 6
                  year  graded  schedule  (if the  plan  currently  has a graded
                  schedule  that  does not  satisfy  EGTRRA)  or a 3 year  cliff
                  schedule (if the plan currently has a cliff schedule that does
                  not  satisfy  EGTRRA),  and such  schedule  will  apply to all
                  matching contributions (even those made prior to 2002).

         2)       Rollovers are  automatically  excluded in determining  whether
                  the $5,000 threshold has been exceeded for automatic cash-outs
                  (if  the  plan  is not  subject  to the  qualified  joint  and
                  survivor annuity rules and provides for automatic  cash-outs).
                  This is applied  to all  participants  regardless  of when the
                  distributable event occurred.

         3)       The suspension  period after a hardship  distribution  is made
                  will  be 6  months  and  this  will  only  apply  to  hardship
                  distributions made after 2001.

         4)       Catch-up contributions will be allowed.

         5)       For target benefit plans, the increased  compensation limit of
                  $200,000 will be applied  retroactively  (i.e., to years prior
                  to 2002).


2.1      Vesting Schedule for Matching Contributions

         If there are matching  contributions subject to a vesting schedule that
         does not satisfy  EGTRRA,  then unless  otherwise  elected  below,  for
         participants  who complete an hour of service in a plan year  beginning
         after December 31, 2001, the following  vesting  schedule will apply to
         all matching contributions subject to a vesting schedule:

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                                                               EGTRRA - Employer


         If the plan has a graded vesting  schedule (i.e.,  the vesting schedule
         includes a vested  percentage  that is more than 0% and less than 100%)
         the following will apply:

                   Years of vesting service        Nonforfeitable percentage
                   ------------------------        -------------------------
                              2                               20%
                              3                               40%
                              4                               60%
                              5                               80%
                              6                               100%

         If the plan  does not have a graded  vesting  schedule,  then  matching
         contributions will be nonforfeitable  upon the completion of 3 years of
         vesting service.

         In  lieu  of the  above  vesting  schedule,  the  employer  elects  the
         following schedule:

         a.   [ ] 3 year cliff (a  participant's  accrued  benefit  derived from
              employer matching  contributions  shall be nonforfeitable upon the
              participant's completion of three years of vesting service).

         b.   [X] 6 year graded  schedule (20% after 2 years of vesting  service
              and an additional 20% for each year thereafter).

         c.   [ ] Other (must be at least as liberal as a. or the b. above):

                    Years of vesting service        Nonforfeitable percentage
                    ------------------------        -------------------------
                             -----                            -----%
                             -----                            -----%
                             -----                            -----%
                             -----                            -----%
                             -----                            -----%

         The vesting  schedule set forth herein shall only apply to participants
         who complete an hour of service in a plan year beginning after December
         31, 2001, and,  unless the option below is elected,  shall apply to all
         matching contributions subject to a vesting schedule.

         d.   [_] The vesting schedule will only apply to matching contributions
              made in plan years  beginning  after  December 31, 2001 (the prior
              schedule will apply to matching  contributions  made in prior plan
              years).

2.2      Exclusion  of  Rollovers  in  Application   of   Involuntary   Cash-out
         Provisions  (for profit sharing and 401(k) plans only).  If the plan is
         not  subject to the  qualified  joint and  survivor  annuity  rules and
         includes  involuntary  cash-out  provisions,  then  unless  one  of the
         options  below is  elected,  effective  for  distributions  made  after
         December  31,  2001,   rollover   contributions  will  be  excluded  in
         determining  the  value  of the  participant's  nonforfeitable  account
         balance for purposes of the plan's involuntary cash-out rules.

         a.   [ ] Rollover contributions will not be excluded.


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                                                               EGTRRA - Employer


         b.   [ ] Rollover  contributions  will be excluded only with respect to
              distributions  made after  _____.  (Enter a date no  earlier  than
              December 31, 2001.)

         c.   [ ] Rollover  contributions  will only be excluded with respect to
              participants  who separated from service after  _______.  (Enter a
              date. The date may be earlier than December 31, 2001.)

2.3      Suspension period of hardship  distributions.  If the plan provides for
         hardship  distributions  upon  satisfaction of the safe harbor (deemed)
         standards  as set forth in Treas.  Reg.  Section  1.401(k)-1(d)(2)(iv),
         then,  unless  the  option  below is  elected,  the  suspension  period
         following  a  hardship   distribution  shall  only  apply  to  hardship
         distributions made after December 31, 2001.

              [_] With regard to hardship  distributions  made  during  2001,  a
                  participant shall be prohibited from making elective deferrals
                  and  employee  contributions  under  this and all other  plans
                  until the later of January 1, 2002,  or 6 months after receipt
                  of the distribution.

2.4      Catch-up contributions (for 401(k) profit sharing plans only): The plan
         permits catch-up  contributions (Article VI) unless the option below is
         elected.

              [_] The plan does not permit catch-up contributions to be made.

2.5      For  target  benefit  plans  only:  The  increased  compensation  limit
         ($200,000  limit)  shall apply to years prior to 2002 unless the option
         below is elected.

              [_] The  increased  compensation  limit  will not apply to years
                  prior to 2002.

                                  ARTICLE III
                        VESTING OF MATCHING CONTRIBUTIONS

3.1      Applicability. This Article shall apply to participants who complete an
         Hour of  Service  after  December  31,  2001,  with  respect to accrued
         benefits  derived from  employer  matching  contributions  made in plan
         years beginning after December 31, 2001.  Unless  otherwise  elected by
         the employer in Section 2.1 above, this Article shall also apply to all
         such  participants  with  respect  to  accrued  benefits  derived  from
         employer matching  contributions  made in plan years beginning prior to
         January 1, 2002.

3.2      Vesting schedule. A participant's accrued benefit derived from employer
         matching  contributions  shall vest as  provided in Section 2.1 of this
         amendment.

                                   ARTICLE IV
                              INVOLUNTARY CASH-OUTS

4.1      Applicability  and effective date. If the plan provides for involuntary
         cash-outs of amounts less than $5,000, then unless otherwise elected in
         Section  2.2  of  this   amendment,   this  Article   shall  apply  for
         distributions  made after  December  31,  2001,  and shall apply to all
         participants.  However, regardless of the preceding, this Article shall
         not apply if the plan is subject to the  qualified  joint and  survivor
         annuity requirements of Sections 401(a)(11) and 417 of the Code.

4.2      Rollovers  disregarded  in  determining  value of account  balance  for
         involuntary  distributions.  For  purposes of the  Sections of the plan
         that  provide  for  the  involuntary  distribution  of  vested  accrued



                                       3

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<PAGE>
                                                               EGTRRA - Employer


         benefits of $5,000 or less, the value of a participant's nonforfeitable
         account  balance shall be determined  without regard to that portion of
         the account balance that is attributable to rollover contributions (and
         earnings  allocable  thereto)  within the meaning of  Sections  402(c),
         403(a)(4), 403(b)(8),  408(d)(3)(A)(ii), and 457(e)(16) of the Code. If
         the value of the  participant's  nonforfeitable  account  balance as so
         determined  is  $5,000  or  less,  then  the  plan  shall   immediately
         distribute the participant's entire nonforfeitable account balance.

                                   ARTICLE V
                             HARDSHIP DISTRIBUTIONS

5.1      Applicability  and  effective  date.  If the plan provides for hardship
         distributions  upon satisfaction of the safe harbor (deemed)  standards
         as set forth in Treas.  Reg.  Section  1.401(k)-l(d)(2)(iv),  then this
         Article shall apply for calendar years beginning after 2001.

5.2      Suspension period following  hardship  distribution.  A participant who
         receives a distribution of elective  deferrals after December 31, 2001,
         on  account  of  hardship  shall be  prohibited  from  making  elective
         deferrals and employee  contributions under this and all other plans of
         the  employer  for  6  months  after   receipt  of  the   distribution.
         Furthermore,  if  elected  by the  employer  in  Section  2.3  of  this
         amendment,  a  participant  who  receives a  distribution  of  elective
         deferrals  in  calendar  year  2001 on  account  of  hardship  shall be
         prohibited  from making elective  deferrals and employee  contributions
         under this and all other plans until the later of January 1, 2002, or 6
         months after receipt of the distribution.

                                   ARTICLE VI
                             CATCH-UP CONTRIBUTIONS

Catch-up  Contributions.  Unless  otherwise  elected  in  Section  2.4  of  this
amendment,  all employees who are eligible to make elective deferrals under this
plan and who have  attained  age 50 before  the close of the plan year  shall be
eligible to make catch-up  contributions  in accordance with, and subject to the
limitations  of, Section 414(v) of the Code. Such catch-up  contributions  shall
not  be  taken  into  account  for  purposes  of  the  provisions  of  the  plan
implementing  the required  limitations of Sections  402(g) and 415 of the Code.
The plan shall not be treated as failing to satisfy the  provisions  of the plan
implementing  the  requirements of Section  401(k)(3),  401(k)(11),  401(k)(12),
410(b),  or 416 of the Code,  as  applicable,  by  reason of the  making of such
catch-up contributions.

                                  ARTICLE VII
                         INCREASE IN COMPENSATION LIMIT

Increase in Compensation  Limit.  The annual  compensation  of each  participant
taken into account in determining  allocations for any plan year beginning after
December 31, 2001,  shall not exceed  $200,000,  as adjusted for  cost-of-living
increases  in  accordance  with  Section   401(a)(17)(B)  of  the  Code.  Annual
compensation means  compensation  during the plan year or such other consecutive
12-month period over which  compensation is otherwise  determined under the plan
(the  determination  period).  If this is a target benefit plan,  then except as
otherwise elected in Section 2.5 of this amendment,  for purposes of determining
benefit accruals in a plan year beginning after December 31, 2001,  compensation
for  any  prior  determination   period  shall  be  limited  to  $200,000.   The
cost-of-living  adjustment  in effect  for a  calendar  year  applies  to annual
compensation  for the  determination  period  that  begins  with or within  such
calendar year.


                                       4

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                                                               EGTRRA - Employer

                                  ARTICLE VIII
                                   PLAN LOANS

Plan loans for  owner-employees  or  shareholder-employees.  If the plan permits
loans to be made to  participants,  then  effective  for plan  loans  made after
December 31, 2001, plan provisions  prohibiting  loans to any  owner-employee or
shareholder-employee shall cease to apply.

                                   ARTICLE IX
              LIMITATIONS ON CONTRIBUTIONS (IRC SECTION 415 LIMITS)

9.1      Effective  date.  This Section shall be effective for limitation  years
         beginning after December 31, 2001.

9.2      Maximum annual  addition.  Except to the extent permitted under Article
         VI of this amendment and Section 414(v) of the Code, if applicable, the
         annual addition that may be contributed or allocated to a participant's
         account  under the plan for any  limitation  year  shall not exceed the
         lesser of:

         a.       $40,000, as adjusted for increases in the cost-of-living under
                  Section 415(d) of the Code, or

         b.       100  percent  of the  participant's  compensation,  within the
                  meaning of Section  415(c)(3) of the Code,  for the limitation
                  year.

         The  compensation  limit  referred  to in b.  shall  not  apply  to any
         contribution for medical benefits after separation from service (within
         the meaning of Section 401(h) or Section  419A(f)(2) of the Code) which
         is otherwise treated as an annual addition.

                                   ARTICLE IX
                         MODIFICATION OF TOP-HEAVY RULES

10.1     Effective  date.  This Article shall apply for purposes of  determining
         whether the plan is a top-heavy  plan under Section  416(g) of the Code
         for plan years  beginning after December 31, 2001, and whether the plan
         satisfies the minimum  benefits  requirements  of Section 416(c) of the
         Code for such years.  This Article  amends the top-heavy  provisions of
         the plan.

10.2     Determination of top-heavy status.

10.2.1   Key  employee.  Key  employee  means any  employee  or former  employee
         (including any deceased  employee) who at any time during the plan year
         that  includes  the  determination  date was an officer of the employer
         having annual  compensation  greater than  $130,000 (as adjusted  under
         Section  416(i)(1) of the Code for plan years  beginning after December
         31, 2002), a 5-percent  owner of the employer,  or a 1-percent owner of
         the employer having annual compensation of more than $150,000. For this
         purpose,  annual  compensation means compensation within the meaning of
         Section  415(c)(3)  of  the  Code.  The  determination  of who is a key
         employee will be made in accordance with Section  416(i)(1) of the Code
         and  the   applicable   regulations   and  other  guidance  of  general
         applicability issued thereunder.

10.2.2   Determination of present values and amounts.  This Section 10.2.2 shall
         apply for  purposes  of  determining  the  present  values  of  accrued
         benefits  and the amounts of account  balances of  employees  as of the
         determination date.

                                       5

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<PAGE>
                                                               EGTRRA - Employer


         a.       Distributions  during year ending on the  determination  date.
                  The  present  values of accrued  benefits  and the  amounts of
                  account balances of an employee as of the  determination  date
                  shall be increased by the  distributions  made with respect to
                  the employee under the plan and any plan  aggregated  with the
                  plan under  Section  416(g)(2)  of the Code  during the 1-year
                  period  ending  on  the  determination   date.  The  preceding
                  sentence shall also apply to distributions  under a terminated
                  plan  which,  had it not  been  terminated,  would  have  been
                  aggregated with the plan under Section  416(g)(2)(A)(i) of the
                  Code.  In the case of a  distribution  made for a reason other
                  than  separation  from service,  death,  or  disability,  this
                  provision shall be applied by substituting "5-year period" for
                  "1-year period."

         b.       Employees not  performing  services  during year ending on the
                  determination  date. The accrued  benefits and accounts of any
                  individual  who has not  performed  services  for the employer
                  during  the 1-year  period  ending on the  determination  date
                  shall not be taken into account.

10.3     Minimum benefits.

10.3.1   Matching contributions.  Employer matching contributions shall be taken
         into  account for  purposes  of  satisfying  the  minimum  contribution
         requirements  of  Section  416(c)(2)  of the  Code  and the  plan.  The
         preceding  sentence shall apply with respect to matching  contributions
         under the plan or, if the plan provides  that the minimum  contribution
         requirement  shall be met in another  plan,  such other plan.  Employer
         matching   contributions   that  are  used  to  satisfy   the   minimum
         contribution  requirements  shall be treated as matching  contributions
         for  purposes  of the  actual  contribution  percentage  test and other
         requirements of Section 401(m) of the Code.

10.3.2   Contributions  under other  plans.  The  employer  may  provide,  in an
         addendum to this amendment,  that the minimum benefit requirement shall
         be met in another plan (including  another plan that consists solely of
         a cash or deferred  arrangement which meets the requirements of Section
         401(k)(12) of the Code and matching contributions with respect to which
         the  requirements  of  Section  401(m)(11)  of the Code are  met).  The
         addendum should include the name of the other plan, the minimum benefit
         that will be provided under such other plan, and the employees who will
         receive the minimum benefit under such other plan.

ARTICLE XI
                                DIRECT ROLLOVERS

11.1     Effective  date. This Article shall apply to  distributions  made after
         December 31, 2001.

11.2     Modification of definition of eligible retirement plan. For purposes of
         the direct rollover provisions of the plan, an eligible retirement plan
         shall also mean an annuity contract  described in Section 403(b) of the
         Code and an  eligible  plan under  Section  457(b) of the Code which is
         maintained by a state,  political subdivision of a state, or any agency
         or instrumentality  of a state or political  subdivision of a state and
         which agrees to separately  account for amounts  transferred  into such
         plan from this plan. The definition of eligible  retirement  plan shall
         also apply in the case of a distribution to a surviving spouse, or to a
         spouse or former  spouse who is the  alternate  payee under a qualified
         domestic relation order, as defined in Section 414(p) of the Code.

11.3     Modification of definition of eligible rollover distribution to exclude
         hardship distributions.  For purposes of the direct rollover provisions
         of the plan,  any amount  that is  distributed  on account of  hardship

                                       6

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                                                               EGTRRA - Employer


         shall not be an eligible rollover  distribution and the distributee may
         not elect to have any portion of such a  distribution  paid directly to
         an eligible retirement plan.

11.4     Modification of definition of eligible rollover distribution to include
         after-tax employee  contributions.  For purposes of the direct rollover
         provisions in the plan, a portion of a  distribution  shall not fail to
         be  an  eligible  rollover  distribution  merely  because  the  portion
         consists of after-tax employee  contributions  which are not includible
         in gross income.  However,  such portion may be transferred  only to an
         individual retirement account or annuity described in Section 408(a) or
         (b) of the Code, or to a qualified defined  contribution plan described
         in  Section  401(a) or 403(a)  of the Code  that  agrees to  separately
         account for amounts so transferred, including separately accounting for
         the portion of such  distribution  which is  includible in gross income
         and the portion of such distribution which is not so includible.

                                   ARTICLE XII
                           ROLLOVERS FROM OTHER PLANS

Rollovers   from   other   plans.   The   employer,   operationally   and  on  a
nondiscriminatory basis, may limit the source of rollover contributions that may
be accepted by this plan.

                                  ARTICLE XIII
                           REPEAL OF MULTIPLE USE TEST

Repeal of  Multiple  Use Test.  The  multiple  use test  described  in  Treasury
Regulation  Section  1.401(m)-2  and the plan  shall not  apply  for plan  years
beginning after December 31, 2001.

                                  ARTICLE XIV
                               ELECTIVE DEFERRALS

14.1     Elective Deferrals - Contribution  Limitation.  No participant shall be
         permitted to have elective deferrals made under this plan, or any other
         qualified plan  maintained by the employer  during any taxable year, in
         excess of the dollar limitation contained in Section 402(g) of the Code
         in effect for such taxable year,  except to the extent  permitted under
         Article  VI of this  amendment  and  Section  414(v)  of the  Code,  if
         applicable.

14.2     Maximum Salary Reduction  Contributions  for SIMPLE plans. If this is a
         SIMPLE 401(k) plan,  then except to the extent  permitted under Article
         VI of this amendment and Section 414(v) of the Code, if applicable, the
         maximum salary reduction  contribution that can be made to this plan is
         the amount  determined under Section  408(p)(2)(A)(ii)  of the Code for
         the calendar year.

                                  ARTICLE XV
                           SAFE HARBOR PLAN PROVISIONS

Modification of Top-Heavy  Rules.  The top-heavy  requirements of Section 416 of
the Code and the plan shall not apply in any year  beginning  after December 31,
2001, in which the plan consists solely of a cash or deferred  arrangement which
meets  the  requirements  of  Section   401(k)(12)  of  the  Code  and  matching
contributions  with respect to which the  requirements of Section  401(m)(11) of
the Code are met.


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                                                               EGTRRA - Employer


                                   ARTICLE XVI
                    DISTRIBUTION UPON SEVERANCE OF EMPLOYMENT

16.1     Effective  date.  This  Article  shall  apply  for   distributions  and
         transactions  made after  December  31,  2001,  regardless  of when the
         severance of employment occurred.

16.2     New distributable event. A participant's elective deferrals,  qualified
         nonelective  contributions,   qualified  matching  contributions,   and
         earnings  attributable to these  contributions  shall be distributed on
         account of the participant's severance from employment. However, such a
         distribution  shall be  subject  to the  other  provisions  of the plan
         regarding   distributions,   other  than   provisions  that  require  a
         separation from service before such amounts may be distributed.

EGTRRA - Employer

This amendment has been executed this ____ day of ______________________, ____.

Name of Employer:  NORTH BAY BANCORP

By:
   -----------------------------------------
                   EMPLOYER

Name of Plan:  NORTH BAY BANCORP 401(K) & PROFIT SHARING PLAN



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<PAGE>



                                 401(a)(9) MODEL

                                AMENDMENT TO THE

                 NORTH BAY BANCORP 401(K) & PROFIT SHARING PLAN




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<PAGE>
                                                             401(a)(9) - Sponsor


                   MINIMUM DISTRIBUTION REQUIREMENTS AMENDMENT

ARTICLE I
                                  GENERAL RULES

1.1      Effective  Date.  Unless a later effective date is specified in Section
         6.1 of this Amendment,  the provisions of this Amendment will apply for
         purposes of determining  required  minimum  distributions  for calendar
         years beginning with the 2002 calendar year.

1.2      Coordination  with  Minimum  Distribution  Requirements  Previously  in
         Effect.  If the  effective  date  of this  Amendment  is  earlier  than
         calendar years beginning with the 2003 calendar year,  required minimum
         distributions  for 2002  under this  Amendment  will be  determined  as
         follows.  If the total amount of 2002  required  minimum  distributions
         under the Plan made to the  distributee  prior to the effective date of
         this  Amendment  equals or exceeds the required  minimum  distributions
         determined under this Amendment,  then no additional distributions will
         be  required  to be  made  for  2002  on or  after  such  date  to  the
         distributee. If the total amount of 2002 required minimum distributions
         under the Plan made to the  distributee  prior to the effective date of
         this Amendment is less than the amount determined under this Amendment,
         then  required  minimum  distributions  for 2002 on and after such date
         will be  determined  so that  the  total  amount  of  required  minimum
         distributions  for  2002  made to the  distributee  will be the  amount
         determined under this Amendment.

1.3      Precedence.  The  requirements  of this Amendment will take  precedence
         over any inconsistent provisions of the Plan.

1.4      Requirements of Treasury  Regulations  Incorporated.  All distributions
         required under this Amendment will be determined and made in accordance
         with the Treasury  regulations  under Section 401(a)(9) of the Internal
         Revenue Code.

1.5      TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions
         of this Amendment,  distributions  may be made under a designation made
         before January 1, 1984, in accordance with Section 242(b)(2) of the Tax
         Equity and Fiscal  Responsibility Act (TEFRA) and the provisions of the
         Plan that relate to Section 242(b)(2) of TEFRA.

1.6      Adoption by prototype  sponsor.  Except as otherwise  provided  herein,
         pursuant to Section 5.01 of Revenue Procedure  2000-20,  the sponsoring
         organization  hereby  adopts this  amendment  on behalf of all adopting
         employers.

                                   ARTICLE II
                         TIME AND MANNER OF DISTRIBUTION

2.1      Required  Beginning  Date. The  Participant's  entire  interest will be
         distributed,  or begin to be  distributed,  to the Participant no later
         than the Participant's required beginning date.

2.2      Death of Participant  Before  Distributions  Begin.  If the Participant
         dies before distributions begin, the Participant's entire interest will
         be distributed, or begin to be distributed, no later than as follows:

         (a)      If the  Participant's  surviving  spouse is the  Participant's
                  sole  designated  beneficiary,  then,  except as  provided  in
                  Article VI,  distributions  to the surviving spouse will begin

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                  by December 31 of the calendar year immediately  following the
                  calendar year in which the Participant died, or by December 31
                  of the  calendar  year in which  the  Participant  would  have
                  attained age 70 1/2, if later.

         (b)      If the Participant's surviving spouse is not the Participant's
                  sole  designated  beneficiary,  then,  except as  provided  in
                  Article VI,  distributions to the designated  beneficiary will
                  begin  by  December  31  of  the  calendar  year   immediately
                  following the calendar year in which the Participant died.

         (c)      If there is no  designated  beneficiary  as of September 30 of
                  the year following the year of the  Participant's  death,  the
                  Participant's  entire interest will be distributed by December
                  31 of the calendar year  containing  the fifth  anniversary of
                  the Participant's death.

         (d)      If the  Participant's  surviving  spouse is the  Participant's
                  sole  designated  beneficiary  and the  surviving  spouse dies
                  after  the  Participant  but  before   distributions   to  the
                  surviving  spouse begin,  this Section 2.2, other than Section
                  2.2(a),  will  apply  as if  the  surviving  spouse  were  the
                  Participant.

         For purposes of this Section 2.2 and Article IV, unless  Section 2.2(d)
         applies,  distributions  are  considered to begin on the  Participant's
         required  beginning date. If Section 2.2(d) applies,  distributions are
         considered to begin on the date  distributions are required to begin to
         the surviving spouse under Section 2.2(a).  If  distributions  under an
         annuity purchased from an insurance company irrevocably commence to the
         Participant before the Participant's required beginning date (or to the
         Participant's  surviving  spouse  before  the  date  distributions  are
         required to begin to the surviving  spouse under Section  2.2(a)),  the
         date  distributions  are considered to begin is the date  distributions
         actually commence.

2.3      Forms of Distribution. Unless the Participant's interest is distributed
         in the form of an annuity  purchased from an insurance  company or in a
         single sum on or before the required  beginning  date,  as of the first
         distribution  calendar  year  distributions  will be made in accordance
         with  Articles  III  and IV of  this  Amendment.  If the  Participant's
         interest is  distributed  in the form of an annuity  purchased  from an
         insurance company,  distributions thereunder will be made in accordance
         with the requirements of Section 401(a)(9) of the Code and the Treasury
         regulations.

                                  ARTICLE III
          REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT'S LIFETIME

3.1      Amount of Required Minimum Distribution For Each Distribution  Calendar
         Year. During the Participant's  lifetime,  the minimum amount that will
         be distributed for each distribution calendar year is the lesser of:

         (a)      the quotient  obtained by dividing the  Participant's  account
                  balance by the  distribution  period in the  Uniform  Lifetime
                  Table  set  forth in  Section  1.401(a)(9)-9  of the  Treasury
                  regulations,   using   the   Participant's   age   as  of  the
                  Participant's birthday in the distribution calendar year; or

         (b)      if the  Participant's  sole  designated  beneficiary  for  the
                  distribution  calendar year is the Participant's  spouse,  the
                  quotient  obtained  by  dividing  the  Participant's   account
                  balance by the number in the Joint and Last Survivor Table set
                  forth in Section  1.401(a)(9)-9  of the Treasury  regulations,
                  using the  Participant's  and spouse's attained ages as of the
                  Participant's  and  spouse's  birthdays  in  the  distribution
                  calendar year.
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3.2      Lifetime  Required  Minimum  Distributions  Continue  Through  Year  of
         Participant's Death.  Required minimum distributions will be determined
         under this  Article 3 beginning  with the first  distribution  calendar
         year  and up to and  including  the  distribution  calendar  year  that
         includes the Participant's date of death.

                                   ARTICLE IV
            REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S DEATH

4.1      Death On or After Date Distributions Begin.

         (a)      Participant  Survived  by  Designated   Beneficiary.   If  the
                  Participant dies on or after the date distributions  begin and
                  there is a  designated  beneficiary,  the minimum  amount that
                  will be distributed for each distribution  calendar year after
                  the year of the  Participant's  death is the quotient obtained
                  by dividing the Participant's account balance by the longer of
                  the  remaining  life  expectancy  of  the  Participant  or the
                  remaining  life  expectancy  of the  Participant's  designated
                  beneficiary, determined as follows:

                  (1)      The   Participant's   remaining  life  expectancy  is
                           calculated  using the age of the  Participant  in the
                           year of  death,  reduced  by one for each  subsequent
                           year.

                  (2)      If  the   Participant's   surviving   spouse  is  the
                           Participant's   sole  designated   beneficiary,   the
                           remaining life expectancy of the surviving  spouse is
                           calculated for each distribution  calendar year after
                           the  year  of  the  Participant's   death  using  the
                           surviving spouse's age as of the spouse's birthday in
                           that year. For distribution  calendar years after the
                           year of the surviving  spouse's death,  the remaining
                           life expectancy of the surviving spouse is calculated
                           using  the  age of  the  surviving  spouse  as of the
                           spouse's   birthday  in  the  calendar  year  of  the
                           spouse's  death,  reduced by one for each  subsequent
                           calendar year.

                  (3)      If the  Participant's  surviving  spouse  is not  the
                           Participant's   sole  designated   beneficiary,   the
                           designated beneficiary's remaining life expectancy is
                           calculated  using the age of the  beneficiary  in the
                           year following the year of the  Participant's  death,
                           reduced by one for each subsequent year.

         (b)      No Designated Beneficiary. If the Participant dies on or after
                  the  date  distributions  begin  and  there  is no  designated
                  beneficiary  as of  September 30 of the year after the year of
                  the  Participant's  death,  the  minimum  amount  that will be
                  distributed for each distribution calendar year after the year
                  of  the  Participant's  death  is  the  quotient  obtained  by
                  dividing   the   Participant's    account   balance   by   the
                  Participant's  remaining life expectancy  calculated using the
                  age of the  Participant  in the year of death,  reduced by one
                  for each subsequent year.

4.2      Death Before Date Distributions Begin.

         (a)      Participant  Survived  by  Designated  Beneficiary.  Except as
                  provided  in Article  VI, if the  Participant  dies before the
                  date   distributions   begin   and   there  is  a   designated
                  beneficiary,  the minimum amount that will be distributed  for
                  each  distribution   calendar  year  after  the  year  of  the
                  Participant's  death is the quotient  obtained by dividing the
                  Participant's account balance by the remaining life expectancy
                  of the  Participant's  designated  beneficiary,  determined as
                  provided in Section 4.1.
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                                                             401(a)(9) - Sponsor


         (b)      No Designated Beneficiary.  If the Participant dies before the
                  date   distributions   begin  and   there  is  no   designated
                  beneficiary  as of September 30 of the year following the year
                  of the Participant's death,  distribution of the Participant's
                  entire  interest  will  be  completed  by  December  31 of the
                  calendar  year   containing  the  fifth   anniversary  of  the
                  Participant's death.

         (c)      Death of Surviving  Spouse Before  Distributions  to Surviving
                  Spouse Are Required to Begin. If the  Participant  dies before
                  the date  distributions  begin,  the  Participant's  surviving
                  spouse is the Participant's sole designated  beneficiary,  and
                  if the surviving spouse dies before distributions are required
                  to begin to the surviving  spouse under Section  2.2(a),  this
                  Section  4.2 will apply as if the  surviving  spouse  were the
                  Participant.

                                   ARTICLE V
                                   DEFINITIONS

5.1      Designated  beneficiary.  The  individual  who  is  designated  as  the
         Beneficiary  under  the Plan and is the  designated  beneficiary  under
         Section   401(a)(9)   of  the   Internal   Revenue   Code  and  Section
         1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

5.2      Distribution  calendar  year.  A  calendar  year  for  which a  minimum
         distribution  is  required.  For  distributions  beginning  before  the
         Participant's  death,  the  first  distribution  calendar  year  is the
         calendar year  immediately  preceding the calendar year which  contains
         the Participant's required beginning date. For distributions  beginning
         after the Participant's death, the first distribution  calendar year is
         the calendar  year in which  distributions  are required to begin under
         Section 2.2. The required minimum  distribution  for the  Participant's
         first  distribution  calendar  year  will  be  made  on or  before  the
         Participant's   required   beginning   date.   The   required   minimum
         distribution  for other  distribution  calendar  years,  including  the
         required minimum  distribution  for the  distribution  calendar year in
         which the Participant's required beginning date occurs, will be made on
         or before December 31 of that distribution calendar year.

5.3      Life expectancy.  Life expectancy as computed by use of the Single Life
         Table in Section 1.401(a)(9)-9 of the Treasury regulations.

5.4      Participant's  account  balance.  The  account  balance  as of the last
         valuation  date  in  the  calendar  year   immediately   preceding  the
         distribution  calendar year (valuation  calendar year) increased by the
         amount of any contributions made and allocated or forfeitures allocated
         to the account  balance as of the dates in the valuation  calendar year
         after the  valuation  date and decreased by  distributions  made in the
         valuation  calendar year after the valuation  date. The account balance
         for the valuation  calendar  year  includes any amounts  rolled over or
         transferred to the Plan either in the valuation calendar year or in the
         distribution  calendar  year  if  distributed  or  transferred  in  the
         valuation calendar year.

5.5      Required   beginning   date.  The  date  specified  in  the  Plan  when
         distributions  under Section 401(a)(9) of the Internal Revenue Code are
         required to begin.

                                   ARTICLE VI
                          ADOPTION AGREEMENT ELECTIONS

The  questions in this Article VI only need to be completed in order to override
the default  provisions set forth below.  If all of the default  provisions will
apply, then these questions should be skipped.
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Unless the employer elects otherwise in this Article VI, the following  defaults
apply:

1)       The minimum  distribution  requirements  are effective for distribution
         calendar  years  beginning  with the 2002  calendar year unless a later
         date is specified in Section 6.1 of this Amendment.

2)       Participants or beneficiaries  may elect on an individual basis whether
         the  5-year  rule or the life  expectancy  rule in the Plan  applies to
         distributions  after the death of a  Participant  who has a  designated
         beneficiary.

6.1      Effective  Date of Plan  Amendment  for  Section  401(a)(9)  Final  and
         Temporary Treasury Regulations.

         [_]      This Amendment  applies for purposes of  determining  required
                  minimum   distributions   for   distribution   calendar  years
                  beginning  with the 2003  calendar  year,  as well as required
                  minimum  distributions for the 2002 distribution calendar year
                  that are made on or after  __________________  (leave blank if
                  this Amendment does not apply to any minimum distributions for
                  the 2002 distribution calendar year).

6.2      Election to not permit  Participants or  Beneficiaries  to Elect 5-Year
         Rule.

         Unless elected below,  Participants  or  beneficiaries  may elect on an
         individual basis whether the 5-year rule or the life expectancy rule in
         Sections 2.2 and 4.2 of this Amendment  applies to distributions  after
         the  death  of a  Participant  who has a  designated  beneficiary.  The
         election  must be made no later than the earlier of September 30 of the
         calendar  year in which  distribution  would be required to begin under
         Section 2.2 of this Amendment,  or by September 30 of the calendar year
         which  contains  the fifth  anniversary  of the  Participant's  (or, if
         applicable,  surviving  spouse's) death. If neither the Participant nor
         beneficiary makes an election under this paragraph,  distributions will
         be made in accordance  with Sections 2.2 and 4.2 of this Amendment and,
         if applicable, the elections in Section 6.3 of this Amendment below.

         [_]      The  provision  set forth above in this  Section 6.2 shall not
                  apply.  Rather,  Sections 2.2 and 4.2 of this Amendment  shall
                  apply  except as  elected  in  Section  6.3 of this  Amendment
                  below.

6.3      Election  to  Apply  5-Year  Rule  to   Distributions   to   Designated
         Beneficiaries.

         [_]      If the Participant dies before  distributions  begin and there
                  is a designated  beneficiary,  distribution  to the designated
                  beneficiary  is not required to begin by the date specified in
                  the  Plan,  but  the  Participant's  entire  interest  will be
                  distributed  to the  designated  beneficiary by December 31 of
                  the calendar  year  containing  the fifth  anniversary  of the
                  Participant's death. If the Participant's  surviving spouse is
                  the   Participant's   sole  designated   beneficiary  and  the
                  surviving   spouse  dies  after  the  Participant  but  before
                  distributions  to  either  the  Participant  or the  surviving
                  spouse  begin,  this  election  will apply as if the surviving
                  spouse were the Participant.

                  If the above is elected, then this election will apply to:

                  [_]    All distributions.

                  [_]    The following distributions: _____


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6.4      Election to Allow Designated Beneficiary Receiving  Distributions Under
         5-Year Rule to Elect Life Expectancy Distributions.

[_]      A designated  beneficiary  who is receiving  payments  under the 5-year
         rule  may  make a new  election  to  receive  payments  under  the life
         expectancy rule until December 31, 2003, provided that all amounts that
         would have been required to be  distributed  under the life  expectancy
         rule for all distribution calendar years before 2004 are distributed by
         the earlier of December 31, 2003 or the end of the 5-year period.


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                                                             401(a)(9) - Sponsor

Except with  respect to any  election  made by the  employer in Article VI, this
amendment is hereby adopted by the prototype  sponsoring  organization on behalf
of all adopting employers on:

[Sponsor's signature and Adoption Date are on file with Sponsor]

NOTE:  The employer only needs to execute this amendment if an election has been
made in Article VI of this amendment.

This amendment has been executed this ____ day of ____________________, ____.

Name of Plan:  NORTH BAY BANCORP 401(K) & PROFIT SHARING PLAN

Name of Employer:  NORTH BAY BANCORP

By:
   -----------------------------------------
                   EMPLOYER

Name of Participating Employer:
                               ----------------------------------------

By:
   -----------------------------------------
            PARTICIPATING EMPLOYER


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