Exhibit 10.27

                                 LIFE INSURANCE
                      ENDORSEMENT METHOD SPLIT DOLLAR PLAN
                                    AGREEMENT

INSURER / POLICY NUMBER:  New York Life Insurance Company
                          Policy No. 56611128

BANK:    The Vintage Bank (hereinafter the "bank"), a state-chartered commercial
         bank and  wholly-owned  subsidiary  of North Bay Bancorp (the  "Holding
         Company")

INSURED:  John A. Nerland

RELATIONSHIP OF INSURED TO BANK:  Executive

DATE:  February 2, 2005

     The  respective  rights and duties of the Bank and the Insured in the above
policy(ies) (the "Policy" or "Policies") shall be as follows:

I.   DEFINITIONS

     1. Refer to the Policy  provisions  for the definition of all terms in this
Agreement other than those contained herein or set forth below:

     2. The term  "Affiliate"  shall  mean a  corporation  or entity of any type
directly or indirectly controlling or controlled by, or under direct or indirect
common  control  with,  the  Bank,  within  the  meaning  of Rule 144  under the
Securities Act of 1933, as amended.


II.  POLICY TITLE, OWNERSHIP AND EXCHANGE

     1. Title and  Ownership.  Title and ownership  shall reside in the Bank for
its use and for the use of the Insured all in  accordance  with this  Agreement.
The Bank alone may, to the extent of its interest,  exercise the right to borrow
or  withdraw  the  Policy  cash  values.  Where  the  Bank and the  Insured  (or
beneficiary[ies] or assignee[s], with the consent of the Insured) mutually agree
to exercise the right to increase the  coverage  under the subject  split dollar
Policy,  then, in such event, the rights,  duties and benefits of the parties to
such  increased  coverage  shall  continue  to be  subject  to the terms of this
Agreement.

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     2.  Exchange of Policies.  Whereas the Agreement  references  specific life
insurance policies  ("Existing  Policy[ies]") and such Existing  Policy(ies) are
subject  to  exchange  for  new  policies   insuring   Executive   ("Replacement
Policy[ies]"),  the parties  agree  hereby  that  Replacement  Policies  will be
accorded the same treatment under the Agreement as Existing  Policies and shall,
in all respects  relating to the  Agreement  replace the  Existing  Policies for
which they were exchanged.

The Executive  agrees to cooperate  with Bank in all exchanges  requested by the
Bank, by providing and promptly  returning  signatures as requested by the Bank,
Named Fiduciary or Plan Administrator.

III. BENEFICIARY DESIGNATION RIGHTS

     The insured (or  beneficiay[ies]  or assignee[s])  shall have the right and
power to designate a beneficiary  or  beneficiaries  to receive his share of the
proceeds  payable  upon the  death of the  Insured,  and to elect  and  change a
payment option for such  beneficiary,  subject to any right or interest the Bank
may have in such proceeds, as provided in this Agreement.

IV.  PREMIUM PAYMENT METHOD

     The Bank shall pay an amount  equal to the planned  premiums  and any other
premium payments that might become necessary to maintain the Policy in force.

V.   TAXABLE BENEFIT

     Annually the Insured will  receive a taxable  benefit  equal to the assumed
cost of insurance as required by the Internal Revenue Service.  The Bank (or its
administrator)  will report to the Insured the amount of imputed income received
each year on Form W-2 or its equivalent.

VI.  DIVISION OF DEATH PROCEEDS

     Subject to Paragraph VII herein,  the division of the death proceeds of the
Policy is as follows:

     1. If the  Insured is Seventy  One (71) years old or younger at the time of
death,  then the  Insured's  Beneficiary(ies),  designated  in  accordance  with
Paragraph  III,  shall be  entitled  to an amount  equal to the  lesser of Seven
Hundred and Fifty Thousand  ($750,000)  Dollars or One Hundred Percent (100%) of
the Net-at-Risk  portion of the proceeds under the  Policy(ies).  If the Insured
dies after attaining the age of Seventy One (71) years old, but before attaining
Eighty One (81) years of age, then the Insured's Beneficiary(ies), designated in
accordance  with  Paragraph  III,  shall be entitled  to an amount  equal to the
lesser of Five  Hundred  and  Twenty-Five  Thousand  ($525,000)  Dollars  or One
Hundred  Percent  (100%) of the  Net-at-Risk  portion of the  proceeds  from the
policy.  If the  Insured  attains the age of Eighty One (81) years old or older,

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then the Insured's beneficiary(ies),  designated in accordance with Paragraph 3,
shall be entitled  to an amount  equal to the lesser of Three  Hundred  Thousand
($300,000)  Dollars or One Hundred Percent (100%) of the Net-at-Risk  portion of
the proceeds from the policy.  The  Net-at-Risk  insurance  portion is the total
proceeds of the policy less the cash value of the policy.  The Insured may elect
to reduce their death  benefit in the future at any time provided that they have
written authorization from their spouse or primary Beneficiary.

     2. The Bank and the  Insured (or  beneficiary[ies]  or  assignee[s])  shall
share in any interest due on the death proceeds on a pro rata basis in the ratio
that the proceeds due the Bank and the Insured, respectively, bears to the total
proceeds, excluding any such interest.

     3. In the event that the Policy is terminated other than as a result of (a)
a termination of this Agreement  pursuant to paragraph X or (b) any  intentional
act of the insured which results in the termination of the Policy, then the Bank
shall pay to the Insured's beneficiary(ies) an amount which will provide a total
after-tax  death  benefit  equal to the  benefit  that the  Insured  would  have
received if the Policy had not been terminated.

VII. DIVISION OF CASH SURRENDER VALUE

     The Bank shall at all times be entitled to an amount  equal to the Policy's
cash  value,  as that term is defined in the Policy,  less any Policy  loans and
unpaid  interest  or cash  withdrawals  previously  incurred by the Bank and any
applicable Policy' surrender charges.  Such cash value shall be determined as of
the date of surrender of the Policy or death of the insured as the case may be.

VIII. PREMIUM WAIVER

     If the Policy contains a premium waiver provision,  any such waived amounts
shall be  considered  for all purposes of this  Agreement as having been paid by
the Bank.

IX.  RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS

     In the event the Policy  involves  an  endowment  or annuity  element,  the
Bank's right and interest in any endowment proceeds or annuity benefits shall be
determined  under the  provisions of this  Agreement by regarding such endowment
proceeds or the  commuted  value of such annuity  benefits as the Policy's  cash
value.  Such endowment  proceeds or annuity benefits shall be treated like death
proceeds for the purposes of division under this Agreement.

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X.   TERMINATION OF AGREEMENT

     This Agreement shall  terminate at the option of the Bank following  thirty
(30) days  written  notice to the Insured  upon the  happening of any one of the
following:  (i) the insured  commits fraud,  theft or  embezzlement  against the
Bank, or any subsidiary or Affiliate thereof;  (ii) the Insured commits a felony
or a crime  involving  moral  turpitude;  (iii) the  insured  compromises  trade
secrets or other  proprietary  information  of the Bank,  or any  subsidiary  or
Affiliate thereof; (iv) the insured breaches any non-solicitation agreement with
the Bank, or any subsidiary or Affiliate  thereof;  (v) the insured breaches any
of the material terms of any employment  agreement entered into with the Bank or
Holding Company and, if given the right in any such employment agreement,  fails
to cure said breach in accordance  therewith;  (vi) the Insured  breaches any of
the material terms of this  Agreement;  (vii) the Insured engages in any grossly
negligent act or willful misconduct that causes, or could be reasonably expected
to cause,  harm to the  business,  operations  or reputation of the Bank, or any
subsidiary  or  Affiliate  thereof;  or (viii) the Bank,  or any  subsidiary  or
Affiliate  thereof;  is ordered to  terminate  any  employment  agreement by any
governmental  regulatory agency with supervisory authority over the Bank, or any
subsidiary or Affiliate thereof; or (ix) the Insured's right to receive benefits
under  that  certain  Participation  Agreement  effective  October  1,  2005  is
terminated on account of the Insured's voluntary  resignation prior to achieving
an Applicable  Percentage (as defined in the Supplemental  Executive  Retirement
Plan) equal to one hundred percent (100%) and such resignation is not on account
of or after a Change  in  Control  (as  defined  in the  Supplemental  Executive
Retirement Plan).

     Upon such  termination,  the insured (or  beneficiary[ies]  or assignee[s])
shall  have a ninety  (90)  day  option  to  receive  from the Bank an  absolute
assignment  of the  Policy  in  consideration  of a cash  payment  to the  Bank,
whereupon this Agreement shall terminate. Such cash payment shall be the greater
of:

          1. The  Bank's  share of the cash  value of the  Policy on the date of
     such assignment, as defined in this Agreement.

          2. The amount of the  premiums  which have been paid by the Bank prior
     to the date of such assignment.

     Should the Insured (or  beneficiary[ies]  or assignee[s])  fail to exercise
this  option  within the  prescribed  ninety  (90) day  period,  the insured (or
beneficiary[ies]  or  assignee[s])  agrees that all of his rights,  interest and
claims in the Policy shall  terminate as of the date of the  termination of this
Agreement.

     Except as provided above,  this Agreement shall terminate upon distribution
of the death benefit proceeds in accordance with Paragraph VI above.

XI.  INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS

     The Insured may not, without the prior written consent of the Bank,  assign
to any individual, trust or other organization,  any right, title or interest in
the Policy nor any rights,  options,  privileges  or duties  created  under this
Agreement.

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XII. AGREEMENT BINDING UPON THE PARTIES

     This  Agreement  shall be binding upon the insured and the Bank,  and their
respective  heirs,   successors,   personal   representatives  and  assigns,  as
applicable.

XIII. NAMED FIDUCIARY AND PLAN ADMINISTRATOR

     The  Holding  Company  is hereby  designated  the "Named  Fiduciary"  until
resignation  or  removal  by its Board of  Directors.  As Named  Fiduciary,  the
Holding  Company  shall  be  responsible  for  the  management,   control,   and
administration of this Agreement as established  herein. The Named Fiduciary may
allocate  to  others   certain   aspects  of  the   management   and  operations
responsibilities of this Agreement, including the employment of advisors and the
delegation of any ministerial duties to qualified individuals.

XIV. FUNDING POLICY

     The funding  Policy for this  Agreement  shall be to maintain the Policy in
force by paving, when due, all premiums required.

XV.  CLAIM PROCEDURES

     Claim forms or claim  information  as to the subject Policy can be obtained
by contacting The Benmark, Inc.  (800-544-6079).  When the Named Fiduciary has a
claim which may be covered  under the  provisions  described  in the Policy,  it
should  contact the office  named above,  and they will either  complete a claim
form and forward it to an authorized representative of the Insurer or advise the
named  Fiduciary  what  further  requirements  are  necessary.  The Insurer will
evaluate and make a decision as to payment.  If the claim is payable,  a benefit
check will be issued to the Named Fiduciary.

     In the event that a claim is not  eligible  under the  Policy,  the Insurer
will notify the Named Fiduciary of the denial pursuant to the requirements under
the terms of the Policy.  If the Named Fiduciary is dissatisfied with the denial
of the claim and wishes to contest  such claim  denial,  it should  contact  the
office named above and they will assist in making  inquiry to the  insurer.  All
objections  to the insurer's  actions  should be in writing and submitted to the
office named above for transmittal to the Insurer.

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XVI. GENDER

     Whenever  in this  Agreement  words  are used in the  masculine  or  neuter
gender, they shall be read and construed as in the masculine, feminine or neuter
gender, whenever they should so apply.

XVII. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT

     The Insurer shall not be deemed a party to this Agreement, but will respect
the rights of the parties as set forth herein upon receiving an executed copy of
this  Agreement.  Payment or other  performance  in  accordance  with the Policy
provisions shall fully discharge the Insurer from any and all liability.

IN WITNESS  WHEREOF,  the Insured and a duly authorized Bank officer have signed
this Agreement as of the above written date.

THE VINTAGE BANK                            INSURED


By: ______________________________          _____________________________
President and Chief Executive Officer


Acceptance of Named Fiduciary Designation:

NORTH BAY BANCORP


By: ______________________________________
    President and Chief Executive Officer

<PAGE>

                          BENEFICIARY DESIGNATION FORM
                    FOR THE LIFE INSURANCE ENDORSEMENT METHOD
                           SPLIT DOLLAR PLAN AGREEMENT

I.   PRIMARY DESIGNATION

     (You  may  refer  to  the  beneficiary  designation  information  prior  to
completion of this form.)

A.   Person(s) as a Primary Designation:
     (Please indicate the percentage for each beneficiary.)

Name_____________________________   Relationship___________________  / _______%

Address:_______________________________________________________________________
              (Street)             (City)           (State)           (Zip)

Name_____________________________   Relationship___________________  / _______%

Address:_______________________________________________________________________
              (Street)             (City)           (State)           (Zip)

Name_____________________________   Relationship___________________  / _______%

Address:_______________________________________________________________________
              (Street)             (City)           (State)           (Zip)

Name_____________________________   Relationship___________________  / _______%

Address:_______________________________________________________________________
              (Street)             (City)           (State)           (Zip)

B.   Estate as a Primary Designation:

My Primary  Beneficiary is The Estate of  ______________________________________
as set forth in the last

will and testament dated the _____ day of _____________,  _____ and any codicils
thereto.

C.   Trust as a Primary Designation:

Name of the Trust:  ____________________________________________________________

Execution Date of the Trust: _____ / _____ / _________

Name of the Trustee: __________________________________________________________

Beneficiary(ies)   of  the  Trust  (please  indicate  the  percentage  for  each
beneficiary):

__________________________________________________________________________

___________________________________________________________________________
Is this an Irrevocable Life Insurance Trust?  ________ Yes     ________ No

(If yes and this designation is for a Split Dollar  agreement,  an Assignment of
Rights form should be completed.)

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II.  SECONDARY (CONTINGENT) DESIGNATION

A.   Person(s) as a Secondary  (Contingent)  Designation:  (Please  indicate the
     percentage for each beneficiary.)

Name______________________________   Relationship___________________  / _______%

Address:_______________________________________________________________________
              (Street)             (City)           (State)           (Zip)

Name_____________________________   Relationship___________________  / _______%

Address:_______________________________________________________________________
              (Street)             (City)           (State)           (Zip)

Name_____________________________   Relationship___________________  / _______%

Address:_______________________________________________________________________
              (Street)             (City)           (State)           (Zip)

Name_____________________________   Relationship___________________  / _______%

Address:_______________________________________________________________________
              (Street)             (City)           (State)           (Zip)

B.   Estate as a Secondary (Contingent) Designation:

My Secondary Beneficiary is The Estate of  _____________________________________
as set forth in my last will and testament  dated the _____ day of  ___________,
_____ and any codicils thereto.

C.   Trust as a Secondary (Contingent) Designation:

Name of the Trust:  ___________________________________________________________

Execution Date of the Trust: _____ / _____ / _________

Name of the Trustee: __________________________________________________________

Beneficiary(ies)   of  the  Trust  (please  indicate  the  percentage  for  each
beneficiary):

________________________________________________________________________________

________________________________________________________________________________

All sums payable under the Joint Beneficiary  Designation Agreement by reason of
my death shall be paid to the Primary  Beneficiary(ies),  if he or she  survives
me, and if no Primary  Beneficiary(ies)  shall survive me, then to the Secondary
(Contingent)  Beneficiary(ies).  This beneficiary designation is valid until the
participant notifies the bank in writing.


_________________________________               ________________________________
Insured                                                        Date

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NOTE*** IF YOU RESIDE IN A COMMUNITY PROPERTY STATE (ARIZONA, CALIFORNIA, IDAHO,
LOUISIANA,  NEVADA,  NEW MEXICO,  TEXAS,  WASHINGTON OR WISCONSIN),  AND YOU ARE
DESIGNATING  A  BENEFICIARY  OTHER THAN YOUR SPOUSE,  THEN YOUR SPOUSE MUST ALSO
SIGN THE BENEFICIARY DESIGNATION FORM.

I am aware that my spouse,  the above named Insured has designated someone other
than me to be the beneficiary and waive any rights I may have to the proceeds of
such insurance under applicable  community property laws. I understand that this
consent and waiver  supersedes  any prior  spousal  consent or waiver under this
plan.


Spouse Signature:______________________________


   Date:_________________


Witness (other than insured) : ___________________________