SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 FOR the fiscal year ended December 31, 2000

                                       OR

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

Commission File No. 0-31080


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

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

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


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

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

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


                           Common Stock, No Par Value

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

             Yes _X_                                     No __

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

State issuer's revenues for its most recent fiscal year: $18,840,707

State the aggregate market value of Common Stock held by non-affiliates of North
Bay Bancorp as of March 1, 2001: $30,392,817.

State the number of shares of the North Bay Bancorp's  Common Stock  outstanding
as of March 1, 2001: 1,856,899


Documents Incorporated by Reference:

2000 Annual Report to Stockholders.          Part II, Items 6 and 7 and
                                             Part III, Item 13

Proxy Statement for 2001 Annual Meeting      Part III, Items 9, 10, 11 and 12
of Shareholders to be filed pursuant to
Regulation 14A.

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


<PAGE>


<TABLE>
                                                          TABLE OF CONTENTS

<CAPTION>
PART I

<S>      <C>                                                                                                                     <C>
Item 1 - Business                                                                                                                  3
Item 2 - Properties                                                                                                               25
Item 3 - Legal Proceedings
Item 4 - Submission of Matters to a Vote of Security Holders                                                                      26

PART II

Item 5 - Market for the Bank's Common Stock and Related Security Holder Matters                                                   27
Item 6 - Management's Discussion and Analysis of Financial Condition and Results of Operations                                    27
Item 7 - Financial Statements and Supplementary Data                                                                              28
Item 8 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                                     28

PART III

Item 9 - Directors, Executive Officers, Promoters and Control Persons Compliance
with Section 16(a) of the Exchange Act                                                                                            28
Item 10 - Executive Compensation                                                                                                  28
Item 11 - Security Ownership of Certain Beneficial Owners and Management                                                          29
Item 12 - Certain Relationships and Related Transactions                                                                          29
Item 13 - Exhibits and Reports on Form 8-K                                                                                        32
</TABLE>

                                                                 2

<PAGE>


                                     PART I


Item 1 - Business

NORTH BAY BANCORP

General

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

THE VINTAGE BANK

General

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

The  Vintage  Bank  offers  a full  range  of  commercial  banking  services  to
individuals and the business and  agricultural  communities in Napa County.  The
Vintage Bank emphasizes retail commercial banking  operations.  The Vintage Bank
accepts checking and savings deposits, makes consumer, commercial,  construction
and real estate  loans,  and provides  other  customary  banking  services.  The
Vintage  Bank does not offer  trust  services  and does not plan to do so in the
near  future.  There have been no material  changes in  services  offered by The
Vintage Bank,  except that it began offering  Internet  banking to its customers
commencing  November,  2000.  The Vintage Bank makes  annuities and mutual funds
available to its customers through Protective  Financial and Insurance Services,
Inc. and one of its affiliates, ProEquities, Inc.

SOLANO BANK

General

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

                                       3

<PAGE>


Solano Bank offers a full range of commercial  banking  services to  individuals
and the business and  agricultural  communities  in Solano  County.  Solano Bank
emphasizes retail commercial  banking  operations.  Solano Bank accepts checking
and savings deposits, makes consumer,  commercial,  construction and real estate
loans, and provides other customary banking services. Solano Bank does not offer
trust  services and does not plan to do so in the near future.  Solano Bank made
annuities and mutual funds  available to its customers  through an  unaffiliated
corporation, Raymond James Financial Services.

Consolidated Lending Activities

The Banks  concentrate  their  lending  activities in  commercial,  installment,
construction, and real estate loans made primarily to businesses and individuals
located  in Napa  and  Solano  Counties.  At  December  31,  2000,  total  loans
outstanding were $152,275,841  resulting in a loan to deposit ratio of 70.2%. At
December 31, 1999,  total loans  outstanding  were  $122,152,461  resulting in a
loan-to-deposit ratio of 70.9%.

As of December 31, 2000, The Vintage Bank's loan limits to individual  customers
were  $3,218,000  for unsecured  loans and  $5,365,000 for unsecured and secured
loans combined.  Solano Bank loan limits to individual customers were $1,269,000
for unsecured loans and $2,115,000 for unsecured and secured loans combined.  As
of December 31, 1999,  The Vintage  Bank's  lending  limits were  $2,890,000 for
unsecured  loans and  $4,800,000 for unsecured and secured loans  combined.  For
customers  desiring loans in excess of the Banks lending  limits,  the Banks may
loan on a participation basis with another bank taking the amount of the loan in
excess of Banks' lending limits.

At  December  31,  2000,  the  Banks'  commercial  loans   outstanding   totaled
$28,599,857 (18.8% of total loans), real estate-secured commercial loans totaled
$5,114,931 (3.3% of total loans), construction loans totaled $8,242,918 (5.4% of
total loans),  real estate loans totaled $86,886,297 (57.1% of total loans), and
installment  loans totaled  $23,431,838  (15.4% of total loans). At December 31,
1999,  commercial loans outstanding  totaled $21,463,022 (17.6% of total loans),
real estate-secured commercial loans totaled $13,010,890 (10.6% of total loans),
construction loans totaled  $8,441,142 (6.9% of total loans),  real estate loans
totaled  $58,368,548  (47.8%  of total  loans)  and  installment  loans  totaled
$20,868,859  (17.1% of total  loans).  At December  31, 1998,  commercial  loans
outstanding  totaled  $14,410,117  (14.9% of total loans),  real  estate-secured
commercial loans totaled  $6,062,585 (6.3% of total loans),  construction  loans
totaled  $5,950,207  (6.2%  of the  total  loans),  real  estate  loans  totaled
$51,643,406  (53.5% of total loans),  and installment loans totaled  $18,460,555
(19.1% of total loans).

As of December 31, 2000, the total of undisbursed loans and similar  commitments
was  $53,317,000  as  contrasted  with  $35,079,602  as of December 31, 1999 and
$29,548,000  as of December  31, 1998.  The Banks  expect all but  approximately
$2,124,000 of their  undisbursed  loans and similar  commitments to be exercised
during 2001.  The Banks take real estate,  listed  securities,  savings and time
deposits,   automobiles,   machinery  and  equipment,   inventory  and  accounts
receivable as collateral for loans.

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

Commercial Loans

The Banks make  commercial  loans  primarily to  professionals,  individuals and
businesses  in the  Counties  of Napa and  Solano.  The Banks offer a variety of
commercial  lending  products,  including  revolving  lines of  credit,  working
capital loans, equipment financing and issuance of letters of credit. Typically,
lines of credit have a floating  rate of interest  based on the Banks' Base Rate
and are for a term of one year or less. Working capital and equipment loans have
a  floating  or a  fixed  rate  typically  with a term of five  years  or  less.
Approximately  85% of  Banks'  commercial  loans are  unsecured  or  secured  by
personal property and, therefore,  represent a higher risk of ultimate loss than
loans secured by real estate.  However,  as a result of the lending policies and
procedures  implemented  by the  Company,  management  believes it has  adequate
commercial loan  underwriting and review procedures in place to manage the risks
inherent in commercial  lending.  In addition,  commercial  loans not secured by
real estate  typically  require higher quality  credit  characteristics  to meet
underwriting requirements.  The remaining 15% of the Banks' commercial loans are
secured by real estate.

                                       4

<PAGE>

Real Estate Loans

Real estate loans consist of loans secured by deeds of trust on residential  and
commercial properties.  The purpose of these loans is to purchase real estate or
refinance an existing  real estate loan,  as compared  with real estate  secured
commercial loans,  which have a commercial  purpose unrelated to the purchase or
refinance of the real estate taken as  collateral.  The Banks' real estate loans
bear  interest at rates  ranging  from 6.375% to 12.00% and have  maturities  of
thirty years or less.

The  Banks  originate  and  service  residential  mortgage  loans.  Most  of the
residential  mortgage  loans  originated by the Banks are sold to  institutional
investors  according  to  their  guidelines.  Servicing  of  these  loans is not
retained by the Banks,  however they do receive a loan fee.  Prior to 1995,  The
Vintage Bank sold the major portion of its residential  real estate loans to the
Federal Home Loan Mortgage  Corporation commonly referred to as Freddie Mac with
servicing  retained  by The Vintage  Bank.  No loans were sold to Freddie Mac in
2000,  1999 or 1998. As of December 31, 2000,  the Banks'  residential  mortgage
loan portfolio was  $16,974,361 of which  $5,730,193  constitutes  loans sold to
Freddie  Mac and  serviced  by The  Vintage  Bank.  As of  December  31,1999 the
residential   mortgage  loan  portfolio  was  $17,825,710  of  which  $6,747,863
constituted  loans sold to Freddie Mac and serviced by The Vintage  Bank.  As of
December 31, 1998, the  residential  mortgage loan portfolio was  $19,688,857 of
which  $8,204,694  constituted  loans sold to Freddie  Mac and  serviced  by The
Vintage Bank.

Real Estate Construction Loans

The Banks make loans to finance the  construction of commercial,  industrial and
residential projects and to finance land development. The majority of the Banks'
construction  loans  were  made  to  finance  the  construction  of  residential
projects.  Construction  loans  typically have maturities of less than one year,
have a floating  rate of  interest  based on Banks' base rate and are secured by
first  deeds of trust.  Generally,  the Banks do not extend  credit in an amount
greater than 50% of the  appraised  value of the real estate  securing  land and
land development  loans, or in an amount greater than 70% of the appraised value
of the real estate securing  non-owner occupied  residential  construction loans
and commercial  construction loans, or 75% of the appraised value in the case of
owner occupied residential  construction loans. Commercial loans secured by real
estate normally comply with these same guidelines.

Installment Loans

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

Lending Policies and Procedures

The Banks' lending policies and procedures are established by senior  management
of Company and are approved by the Boards of Directors of North Bay Bancorp, The
Vintage Bank and Solano Bank. The Boards of Directors have established  internal
procedures,  which limit loan approval authority of its loan officers. The Board
of Directors of each bank has delegated some lending  authority to executive and
loan  officers  and an  internal  loan  committee  consisting  of two  executive
officers and selected loan officers.

The  Directors'  Loan Committee of each Bank must approve all new loans and loan
renewals in excess of specified amounts.  For The Vintage Bank this includes any
loan in excess of  $600,000 if secured by a  residential  first deed of trust or
$500,000 if secured by a commercial first deed of trust,  $400,000 if secured by
a  second  deed of  trust,  $300,000  if  unsecured  or  secured  by  equipment,
receivables,  inventory,  or other  personal  property.  For  Solano  Bank  this
includes any loan in excess of $375,000 if secured by a  residential  first deed
of trust or $300,000 if secured by a commercial first deed of trust, $300,000 if
secured by a second deed of trust, $225,000 if unsecured or secured by

                                       5

<PAGE>


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

Consolidated Deposits

Napa  County  south  of Oak  Knoll  Avenue  and  "south-central"  Solano  County
currently constitutes the Company's primary service areas and most of the Banks'
deposits are attracted from these areas. No material  portion of Banks' deposits
have been obtained from a single person or a few persons, the loss of any one or
more of which have a material effect on the business of Banks. Total deposits as
of December 31, 2000 were  $216,637,862.  Total deposits as of December 31, 1999
were  $172,380,039.  The Banks  offer  courier  service in the North Napa County
area,  including  Yountville  and St. Helena and throughout the City of Napa and
Southern Napa County, as well as Solano County.

Business Hours

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

Employees

At December 31, 2000, the Company employed one hundred twenty-six (126) persons,
forty-six (46) of whom are part-time  employees,  including  eight (8) executive
officers and twenty-seven (27) other officers.  At December 31, 1999 the Company
employed  eighty  five (85)  persons,  twenty  four (24) of whom were  part-time
employees, including five (5) executive officers and twenty (20) other officers.
At December 31, 1998, the Company  employed eighty seven (87) persons,  eighteen
(18) of whom were part-time employees, including five (5) executive officers and
sixteen  (16)  other  officers.   None  of  Company's  employees  are  presently
represented  by a union or  covered  under a  collective  bargaining  agreement.
Management of the Company believes its employee relations are excellent.

STATISTICAL DATA

The following  statistical data should be read in conjunction with  Management's
Discussion and Analysis of Financial  Condition and Results of  Operations,  and
the financial  statements and notes thereto  included in 2000 audited  financial
statements incorporated herein by reference.

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

<TABLE>
The following  table sets forth average daily  balances of assets,  liabilities,
and  shareholders'  equity during 2000, 1999 and 1998, along with total interest
income  earned and expense  paid,  and the average  yields  earned or rates paid
thereon and the net interest  margin for the years ended December 31, 2000, 1999
and 1998.

                                       6

<PAGE>
<CAPTION>
                                                             December 31, 2000                     December 31, 1999
                                                --------------------------------------    --------------------------------------
                                                Average          Income/     Average      Average          Income/     Average
ASSETS                                          Balance          Expense    Yield/Rate    Balance          Expense    Yield/Rate
                                                -------          -------    ----------    -------          -------    ----------
<S>                                          <C>              <C>             <C>      <C>              <C>             <C>
Loans (1)(2)                                 $ 141,075,523    $ 12,927,364    9.16%    $ 110,609,432    $  9,818,961    8.88%
Investment securities:
  Taxable                                       39,258,078       2,572,133    6.55%       46,262,004       2,980,760    6.44%
  Non-taxable (3)                               13,993,026         856,056    6.12%       14,146,831         903,398    6.39%
                                             -------------    ------------             -------------    ------------

TOTAL LOANS AND  INVESTMENT SECURITIES         194,326,627      16,355,553    8.42%      171,018,267      13,703,119    8.01%

Due from banks, time                               100,000           5,558    5.56%          125,000           6,947    5.56%
Federal funds sold                               8,609,157         520,563    6.05%        3,089,490         192,223    6.22%
                                             -------------    ------------             -------------    ------------

TOTAL EARNING ASSETS                         $ 203,035,784    $ 16,881,674    8.31%    $ 174,232,757    $ 13,902,289    7.98%
                                             -------------    ------------             -------------    ------------
Cash and due from banks                         12,060,166                                 9,790,202
Allowance for loan losses                       (2,084,692)                               (1,882,877)
Premises and equipment, net                      4,497,805                                 2,802,875
Accrued interest receivable
   and other assets                              6,721,787                                 5,901,102
                                             -------------                             -------------
TOTAL ASSETS                                 $ 224,230,850                             $ 190,844,059
                                             =============                             =============

LIABILITIES AND SHAREHOLDERS' EQUITY

 Deposits:
   Interest bearing demand                   $  66,741,386    $  1,655,546    2.48%    $  58,440,048    $  1,338,642    2.29%
   Savings                                      16,037,493         299,751    1.87%       15,931,371         298,280    1.87%
   Time                                         64,075,610       3,420,704    5.34%       54,217,935       2,530,100    4.67%
                                             -------------    ------------             -------------    ------------

 TOTAL DEPOSITS                                146,854,489       5,376,001    3.66%      128,589,354       4,167,022    3.24%

Borrowings                                       3,542,308         236,332    6.67%        3,783,333         197,069    5.21%

TOTAL INTEREST BEARING
  LIABILITIES                                $ 150,396,797    $  5,612,333    3.73%    $ 132,372,687    $  4,364,091    3.30%
                                             -------------    ------------             -------------    ------------

Noninterest bearing DDA                         49,879,300                                39,988,858
Accrued interest payable
  and other liabilities                          1,633,449                                 1,214,180
Shareholders' equity                            22,321,304                                17,268,334
                                             -------------                             -------------

TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY                        $ 224,230,850                             $ 190,844,059
                                             =============                             =============

NET INTEREST INCOME                                           $ 11,269,341                              $  9,538,198
                                                              ============                              ============
NET INTEREST INCOME TO
AVERAGE EARNING ASSETS
(Net Interest Margin (4))                                             5.55%                                     5.47%


                                                     December 31, 1998
                                         --------------------------------------
                                         Average          Income/     Average
ASSETS                                   Balance          Expense    Yield/Rate
                                         -------          -------    ----------
Loans (1)(2)                          $  89,057,414    $  8,465,003    9.51%
Investment securities:
  Taxable                                38,917,590       2,472,704    6.35%
  Non-taxable (3)                        10,056,956         655,165    6.51%
                                      -------------    ------------

TOTAL LOANS AND  INVESTMENT SECURITIES  138,031,960      11,592,872    8.40%

Due from banks, time                        200,000          11,018    5.51%
Federal funds sold                       12,355,606         461,039    3.73%
                                      -------------    ------------

TOTAL EARNING ASSETS                    150,587,566    $ 12,064,929    8.01%
                                      -------------    ------------
Cash and due from banks                  10,107,541
Allowance for loan losses                (1,639,488)

Premises and equipment, net               2,837,042
Accrued interest receivable
   and other assets                       5,280,858
                                      -------------
TOTAL ASSETS                          $ 167,173,519
                                      =============


LIABILITIES AND SHAREHOLDERS' EQUITY

 Deposits:
   Interest bearing demand            $  48,570,740    $  1,104,570    2.27%
   Savings                               13,572,370         246,590    1.82%
   Time                                  50,422,099       2,640,666    5.24%
                                      -------------    ------------

 TOTAL DEPOSITS                         112,565,209       3,991,826    3.55%

Borrowings                                        0               0    0.00%

TOTAL INTEREST BEARING
  LIABILITIES                           112,565,209    $  3,991,826    3.55%
                                      -------------    ------------

Noninterest bearing DDA                  37,870,860
Accrued interest payable
  and other liabilities                   1,100,279
Shareholders' equity                     15,637,171
                                      -------------

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

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

                                                                 7

<PAGE>


<FN>
(1) Average loans include nonaccrual loans.

(2) Loan interest income includes loan fee income of $646,359 in 2000,  $671,247
in 1999 and $699,540 in 1998.

(3) Average yields shown are  taxable-equivalent.  On a non- taxable basis, 2000
income was $674,823  with an average yield of 4.82%,  1999  interest  income was
$689,683  with an average  yield of 4.88%;  and in 1998  non-taxable  income was
$496,666 and the average yield was 4.94%.

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

                                       8

<PAGE>


<TABLE>
The following  table sets forth a summary of the changes in interest  earned and
interest paid in December 31, 2000 over 1999;  December 31, 1999 over 1998;  and
December 31, 1998 over 1997  resulting  from  changes in assets and  liabilities
volumes and rates.  The change in interest  due to both rate and volume has been
allocated in proportion to the relationship of absolute dollar amounts of change
in each.

<CAPTION>
                                              2000 Over 1999                           1999 over 1998
                              -----------------------------------------    -----------------------------------------
                                 Volume          Rate          Total         Volume          Rate          Total
                              -----------    -----------    -----------    -----------    -----------    -----------
<S>                           <C>            <C>            <C>            <C>            <C>            <C>
Increase (Decrease) In
 Interest and Fee Income

   Time Deposits With Other
    Financial Institutions    $    (1,384)   $        (5)   $    (1,389)   $    (4,128)   $        57    $    (4,071)

   Investment Securities:
     Taxable                     (452,540)        43,913       (408,627)       464,933         43,123        508,056
     Non-Taxable (1)               (9,244)       (38,098)       (47,342)       265,794        (17,561)       248,233
   Federal Funds Sold             343,267        (14,927)       328,340       (345,801)        76,985       (268,816)
   Loans                        2,708,545        399,858      3,108,403      2,053,954       (699,996)     1,353,958
                              -----------    -----------    -----------    -----------    -----------    -----------
   Total Interest and Fee       2,588,644        390,741      2,979,385      2,434,752       (597,392)     1,837,360
    Income                    -----------    -----------    -----------    -----------    -----------    -----------

Increase (Decrease) In
 Interest Expense

   Deposits:
     Interest Bearing
     Transaction Accounts         189,736        127,168        316,904        222,019         12,053        234,072
     Savings                        1,621           (150)         1,471         43,361          8,329         51,690
     Time Deposits                462,231        428,373        890,604        200,354       (310,920)      (110,566)
                              -----------    -----------    -----------    -----------    -----------    -----------
   Total Deposits                 653,588        555,391      1,208,979        465,734       (290,538)       175,196

   Borrowings                     (12,515)       51, 778         39,263        105,555         91,514        197,069
                              -----------    -----------    -----------    -----------    -----------    -----------
   Total Interest Expense         641,073        607,169      1,248,242        571,289       (199,024)       372,265
                              -----------    -----------    -----------    -----------    -----------    -----------
   Net Interest Income        $ 1,947,571    $  (216,428)   $ 1,731,143    $ 1,863,463    $  (398,368)   $ 1,465,095
                              ===========    ===========    ===========    ===========    ===========    ===========



                                        1998 Over 1997
                              -----------------------------------------
                                Volume          Rate          Total
                              -----------    -----------    -----------
Increase (Decrease) In
 Interest and Fee Income

   Time Deposits With Other
    Financial Institutions    $         0    $      (425)   $      (425)

   Investment Securities:
     Taxable                      415,865        (88,073)       327,792
     Non-Taxable (1)              465,084       (137,323)       327,761
   Federal Funds Sold             402,402        (83,843)       318,559
   Loans                          958,643        (31,074)       927,569
                              -----------    -----------    -----------
   Total Interest and Fee       2,241,994       (340,738)     1,901,256
    Income                    -----------    ===========    ===========

Increase (Decrease) In
 Interest Expense

   Deposits:
     Interest Bearing
     Transaction Accounts         284,084        225,440        509,524
     Savings                       19,594        (27,572)        (7,978)
     Time Deposits                346,214         28,801        375,015
                              -----------    -----------    -----------
   Total Deposits                 649,892        226,669        876,561

   Borrowings                     (26,240)             0        (26,240)
                              -----------    -----------    -----------
   Total Interest Expense         623,652        226,669        850,321
                              -----------    -----------    -----------
   Net Interest Income        $ 1,618,342    $  (567,407)   $ 1,050,935
                              ===========    ===========    ===========




<FN>
(1) The  interest  earned is  taxable-equivalent.  On a  non-taxable  basis 2000
interest was $14,860 less than 1999; 1999 interest income was $193,017 more than
in 1998; and 1998 interest income was $248,666 more than in 1997.
</FN>
</TABLE>


Investment Securities

The following tables show the book value of investment securities as of December
31, 2000, 1999 and 1998.

                                                    Book Value as of
                                                    December 31, 2000
                                           ------------------------------------
                                           Held to Maturity  Available-for-Sale
                                           ----------------  ------------------
Securities of the U. S. Treasury and
  Government Agencies                           $         0      $ 5,538,580
Mortgage Backed Securities                        1,353,119       23,910,854
Equity Securities                                         0        1,231,800
Municipal Securities                                      0       12,627,246
Corporate Debt Securities                                 0       14,942,858
                                                -----------      -----------
                                                $ 1,353,119      $58,251,338
                                                ===========      ===========

                                      -9-

<PAGE>


                                                    Book Value as of
                                                    December 31, 1999
                                           ------------------------------------
                                           Held to Maturity  Available-for-Sale
                                           ----------------  ------------------
Securities of the U. S. Treasury and
   Government Agencies                          $         0      $10,383,943
Mortgage Backed Securities                                0       19,977,328
Equity Securities                                         0          924,750
Municipal Securities                              1,389,964       12,364,934
Corporate Debt Securities                                 0       11,613,488
                                                -----------      -----------
                                                $ 1,389,964      $55,264,443
                                                -----------      ===========

                                                    Book Value as of
                                                    December 31, 1998
                                           ------------------------------------
                                           Held to Maturity  Available-for-Sale
                                           ----------------  ------------------
Securities of the U. S. Treasury and
   Government Agencies                          $         0      $11,703,432
Mortgage Backed Securities                                0       23,572,792
Equity Securities                                         0          777,200
Municipal Securities                             13,512,384                0
Corporate Debt Securities                                 0       12,452,234
                                                -----------      -----------
                                                $13,512,384      $48,505,658
                                                ===========      ===========

                                      -10-

<PAGE>
<TABLE>
The following  tables provide a summary of the  maturities and weighted  average
yields of investment securities as of December 31, 2000, 1999, and 1998.

<CAPTION>
                                                 MATURITY AND WEIGHTED AVERAGE YIELD
                                                   OF INVESTMENT SECURITIES AS OF
                                                          DECEMBER 31, 2000

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

Securities of the US Treasury and
  other US Government Agencies        $1,508,590     5.80%   $ 4,029,990     5.66%           $0       0.00%            $0      0.00%
Mortgage-Backed Securities (1)           186,221     6.08%       497,936     7.00%    2,055,559       7.42%    21,171,138      6.71%
Equity Securities                              0     0.00%             0     0.00%            0       0.00%     1,231,800      5.91%
Municipal Securities (2)                 220,455     6.81%     1,501,973     7.35%    5,482,987       6.23%     5,421,831      6.77%
Corporate Debt Securities              4,409,050     6.52%     7,052,600     6.46%      993,290       5.83%     2,487,918      6.64%
                                      ----------     ----    -----------     ----    ----------       ----    -----------      ----
TOTAL                                 $6,324,316     6.35%   $13,082,499    6.33%    $8,531,836      6.47%    $30,312,687     6.68%

HELD TO MATURITY SECURITIES:

Municipal Securities (2)                      $0     0.00%            $0     0.00%           $0       0.00%    $1,353,119      8.78%
                                      ----------     ----     -----------    ----     ----------      ----     -----------     ----
TOTAL                                         $0     0.00%            $0     0.00%           $0       0.00%    $1,353,119      8.78%


                                                 TOTAL
                                          AMOUNT       YIELD
                                          ------       -----
AVAILABLE FOR SALE SECURITIES:

Securities of the US Treasury and
  other US Government Agencies          $ 5,538,580    5.70%
Mortgage-Backed Securities (1)           23,910,854    6.77%
Equity Securities                         1,231,800    5.91%
Municipal Securities (2)                 12,627,246    6.61%
Corporate Debt Securities                14,942,858    6.47%
                                        -----------    ----
TOTAL                                   $58,251,338    6.54%

HELD TO MATURITY SECURITIES:

Municipal Securities (2)                $ 1,353,119    8.78%
                                        -----------    ----
TOTAL                                   $ 1,353,119    8.78%

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

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

                                 LOAN PORTFOLIO

Composition of Loans
<TABLE>
The  following  table shows the  composition  of loans as of December  31, 2000,
1999, 1998, 1997 and 1996.

<CAPTION>
                                                2000               1999               1998               1997               1996
                                            ------------       ------------       ------------       ------------       ------------
<S>                                         <C>                <C>                <C>                <C>                <C>
Commercial Loans                            $ 28,599,857       $ 21,463,022       $ 14,410,117       $ 16,458,361       $ 13,609,827
Commercial Loans Secured by
    Real Estate                                5,114,931         13,010,890          6,062,585          9,610,793          9,262,856
Installment Loans                             23,431,838         20,868,859         18,460,555         15,918,156         13,331,160
Real Estate Loans                             86,886,297         58,368,548         51,643,406         34,089,199         29,991,166
Construction Loans                             8,242,918          8,441,142          5,950,207          6,446,381          6,059,766
                                            ------------       ------------       ------------       ------------       ------------
                                             152,275,841        122,152,461         96,526,870         82,522,890         72,254,775
Less - Allowance  for
  Loan Losses                                  2,268,048          1,986,931          1,751,693          1,532,128          1,474,437
                                            ------------       ------------       ------------       ------------       ------------

                                            $150,007,793       $120,165,530       $ 94,775,177       $ 80,990,762       $ 70,780,338
                                            ============       ============       ============       ============       ============
</TABLE>
<TABLE>
The following  table shows  maturity  distribution  of loans and  sensitivity in
interest rates as of December 31, 2000

                                      -11-

<PAGE>


<CAPTION>
                                                                          AFTER ONE
                                                    IN ONE YEAR             THROUGH                 AFTER
                                                      OR LESS              FIVE YEARS             FIVE YEARS               TOTAL
                                                   ------------           ------------           ------------           ------------
<S>                                                <C>                    <C>                    <C>                    <C>
Commercial (Including
 Real Estate Secured)                              $ 12,236,654           $ 12,991,986           $  8,486,148           $ 33,714,788
Installment                                           1,243,758              7,778,686             14,409,394             23,431,838
Real Estate                                           7,199,490             22,890,978             56,795,829             86,886,297
Construction                                          5,295,156              1,735,116              1,212,646              8,242,918
                                                   ------------           ------------           ------------           ------------
                                                   $ 25,975,058           $ 45,396,766           $ 80,904,017           $152,275,841
                                                   ============           ============           ============           ============
</TABLE>


<TABLE>
The following  table shows maturity  sensitivity to changes in interest rates as
of December 31, 2000.

<S>                                                         <C>                 <C>                 <C>                 <C>
Loans With Fixed Interest Rates                             $  8,208,877        $ 26,035,677        $ 45,858,895        $ 80,103,449
Loans With Floating Interest Rates                            17,776,181          19,361,089          35,045,122          72,172,392
                                                            ------------        ------------        ------------        ------------
                                                            $ 25,975,058        $ 45,396,766        $ 80,904,017        $152,275,841
                                                            ============        ============        ============        ============
</TABLE>

                                      -12-

<PAGE>


Nonaccrual Past Due and Restructured Loans

There were no nonaccrual loans as of December 31, 2000 or 1999. Nonaccrual loans
were $88,694,  $466,051,  and $582,154 as of December 31, 1998,  1997, and 1996,
respectively.  The Company  held no OREO as December 31, 2000,  1999,  1998,  or
1997.  OREO held at December 31, 1996 was  $342,037,  which was a single loan on
commercial  undeveloped land. There were no loans accruing interest 90 days past
due as of December 31, 2000,  1999, 1998, 1997, or 1996. There are no loans upon
which principal and interest payments were 90 days past due at December 31, 2000
and with  respect  to which  serious  doubt  existed  as to the  ability  of the
borrower to comply with the present loan payment terms.

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

<CAPTION>
                                                                           December 31,
                                                          ------------------------------------------------
                                                          2000      1999       1998       1997        1996
                                                          ----      ----       ----       ----        ----
<S>                                                          <C>       <C>   <C>       <C>         <C>
Nonaccrual loans                                             0         0     88,694    466,051     582,154
Accruing loans past due 90 days or more                      0         0          0          0           0
      Total nonperforming loans                              0         0     88,694    466,051     582,154
Other real estate owned                                      0         0          0          0     342,037
      Total nonperforming assets                             0         0     88,694    466,051     924,191
Nonperforming loans to total loans                          NA        NA      0.09%      0.56%       0.80%
Allowance for loan losses to nonperforming loans            NA        NA      1975%       329%        253%
Nonperforming assets to total assets                        NA        NA      0.05%      0.35%       0.77%
Allowance for loan losses to nonperforming assets           NA        NA      1975%       329%        160%
</TABLE>


The following  tables  summarize the allocation of the allowance for loan losses
between loan types at December 31, 2000, 1999, 1998, 1997, and 1996.

                                                December 31, 2000

                                                                  Percentage of
                                                        Amount     Loans in Each
                                     Composition     Allocated for  Category to
                                      of Loans       Loan Losses    Total Loans
Commercial Loans                    $ 28,599,857    $    703,095       31.0%
Commercial Loans Secured by
    Real Estate                        5,114,931          61,237        2.7%
Installment Loans                     23,431,838         192,784        8.5%
Real Estate Loans                     86,886,297       1,195,261       52.7%
Construction Loans                     8,242,918         115,671        5.1%
Total Loans Outstanding              152,275,841
Less Allowance for Loan Losses         2,268,048       2,268,048      100.0%

Total Loans, net                    $150,007,793

                                      -13-

<PAGE>


                                                 December 31, 1999

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

Total Loans, net                    $120,165,530


                                                December 31, 1998

                                                                  Percentage of
                                                        Amount     Loans in Each
                                     Composition     Allocated for  Category to
                                      of Loans       Loan Losses    Total Loans
Commercial Loans                    $ 14,410,117     $   261,002       14.9%
Commercial Loans Secured by
    Real Estate                        6,062,585         110,357        6.3%
Installment Loans                     18,460,555         334,573       19.1%
Real Estate Loans                     51,643,406         937,156       53.5%
Construction Loans                     5,950,207         108,605        6.2%
Total Loans Outstanding
Less Allowance for Loan Losses         1,751,693       1,751,693      100.0%

Total Loans, net                    $ 94,775,177

                                      -14-

<PAGE>


                                                December 31, 1997

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

Total Loans, net                    $ 80,990,762

                                                December 31, 1996

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

Total Loans, net                    $ 70,780,338

                                      -15-

<PAGE>


                         Summary of Loan Loss Experience

<TABLE>
The following  table provides a summary of the Banks' loan loss experience as of
December 31, 2000, 1999, 1998, 1997, and 1996.

<CAPTION>
                                                                                   December 31,
                                                 ------------------------------------------------------------------------------
                                                     2000             1999              1998             1997             1996
                                                 ------------     ------------     ------------    ------------    ------------
<S>                                             <C>              <C>               <C>              <C>              <C>
Average loans for the period                     $141,075,523     $110,609,432     $ 89,057,414    $ 78,975,833    $ 65,473,343
Loans outstanding at end
    of  period                                    152,275,841      122,152,461       96,526,870      82,522,890      72,254,775

Allowance for Loan Losses

Balance, beginning of period                        1,986,931        1,751,693        1,532,128       1,474,437       1,326,186

Less loans charged off:

    Real Estate loans                                       0           12,776            7,300         155,079         125,295
    Commercial loans                                   99,216                0           38,030          35,806               0
    Installment loans                                   6,212           11,606           13,880           5,018           2,224
                                                 ------------     ------------     ------------    ------------    ------------
Total loans charged off                               105,508           24,382           59,210         195,903         127,519

Recoveries:
    Real Estate loans                                       0                0              700             800               0
    Commercial loans                                    1,625            6,615           36,592          12,365          33,509
    Installment loans                                       0           13,005            1,483             429           2,261
                                                 ------------     ------------     ------------    ------------    ------------
Total recoveries                                        1,625           19,620           38,775          13,594          35,770

Net loans charged off
  (recovered)                                         103,883            4,762           20,435         182,309          91,749

Provision for loan losses                             385,000          240,000          240,000         240,000         240,000
                                                 ------------     ------------     ------------    ------------    ------------

Balance, end of period                           $  2,268,048     $  1,986,931     $  1,751,693    $  1,532,128    $  1,474,437
                                                 ============     ============     ============    ============    ============

Net loans charged off to average
  loans by types:

       Real Estate loans                                 0.00%            .001%             .007%            .195%            .191%
       Commercial loans                                  .069%           (.006)%            .002%            .030%           (.051)%
       Installment loans                                 .004%            .001%             .014%            .006%            .000%

Net losses  to average loans outstanding                 .074%            .004%             .023%            .231%            .140%
</TABLE>

                                                                -16-

<PAGE>


TIME DEPOSITS

The following  table sets forth the maturity of time  certificates of deposit of
$100,000 or more at December 31, 2000 1998 and 1998.

                                                          2000
                                                          ----
3 Months or Less                            $12,443,557           51.85%

Over 3 through

6 Months                                      7,140,912           29.76%

Over 6 Months through

12 Months                                     3,160,676           13.17%

Over 12 Months                                1,251,613            5.22%
                                            -----------           ------
                                            $23,996,758             100%
                                            ===========           ======


BORROWINGS

There  were  no  short-term  borrowings  at  December  31,  2000  compared  with
$5,000,000  at December 31, 1999.  Short-term  borrowings  consist  primarily of
federal funds  purchased and  borrowings  from the Federal Home Loan Bank of San
Francisco  (FHLB).  The Vintage Bank maintains a  collateralized  line of credit
with the FHLB.  Based on the FHLB stock  requirements at December 31, 2000, this
line provided for maximum  borrowings of approximately $66 million;  the Company
also has available  unused lines of credit totaling $9 million for Federal funds
transactions at December 31, 2000.

The Company has an unsecured  loan with Union Bank of  California,  which had an
original  principal balance of $3,000,000.  The balance at December 31, 2000 was
$2,769,231.  The loan,  which  matures  October 3, 2003, is a variable rate loan
tied to a  reference  rate  consistent  with the prime rate with  principal  and
interest payments due quarterly.

RETURN ON EQUITY AND ASSETS

<TABLE>
The following  sets forth key ratios for the periods  ending  December 31, 2000,
1999 and 1998.

<CAPTION>
                                                     2000                  1999             1998
                                                     ----                  -----            ----
<S>                                                  <C>                    <C>             <C>
Net Income as a Percentage of
    Average Assets                                   1.17%                  1.44%           1.29%
Net Income as a Percentage of
    Average Equity                                  11.70%                 15.52%          13.45%
Average Equity as a Percentage
    of Average Assets                                9.95%                  9.25%           9.59%
Dividends Declared Per Share
    as a Percentage of Net

    Income Per share                                14.08%                 11.76%          14.18%
</TABLE>


COMPETITION

As of December 31, 2000, the Napa area contained twenty (20) competitive banking
offices  (including  The Vintage  Bank),  three (3) offices of savings banks and
savings and loan associations and five (5) offices of credit unions.

As of December 31, 2000,  Fairfield  contained eighteen (18) competitive banking
offices (including Solano Bank), one (1) office of a savings bank or savings and
loan  association  and eight (8) offices of credit unions;  Vacaville  contained
fifteen (15) competitive

                                      -17-

<PAGE>


banking offices  (including Solano Bank), no offices of savings banks or savings
and loan  associations  and five (5)  offices  of  credit  unions;  and  Benicia
contained five (5)  competitive  banking  offices  (including  Solano Bank),  no
offices of savings banks or savings and loan  associations and one (1) office of
a credit union.

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

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

The Vintage Bank and Solano Bank compete  directly with respect to loan business
with other commercial  banks,  savings and loan associations and other financial
institutions,   including  finance  companies,   insurance  companies,  mortgage
companies,  pension  funds,  credit  unions and other  consumer  and  commercial
lenders doing business in Napa and Solano Counties. As of December 31, 2000, The
Vintage  Bank held an estimated  12% of the total bank  deposits in Napa County.
Solano Bank held approximately 1% in Solano County.

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

SUPERVISION AND REGULATION

North Bay Bancorp

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

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

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

                                      -18-

<PAGE>


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

The Banks

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

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

Payment of Dividends

North Bay Bancorp

The shareholders of North Bay Bancorp are entitled to receive dividends when and
as declared by its Board of Directors,  out of funds legally available,  subject
to the dividends preference, if any, on preferred shares that may be outstanding
and also subject to the  restrictions  of the California  Corporations  Code. At
December  31,  2000,  North Bay Bancorp had no  outstanding  shares of preferred
stock.

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

The Banks

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

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

The Federal  Reserve  has broad  authority  to prohibit a bank from  engaging in
banking  practices  which it considers to be unsafe or unsound.  It is possible,
depending  upon the  financial  condition  of the  bank in  question  and  other
factors,  that the Federal  Reserve may

                                      -19-

<PAGE>


assert  that the  payment of  dividends  or other  payments  by a member bank is
considered  an unsafe or  unsound  banking  practice  and  therefore,  implement
corrective action to address such a practice.

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

Capital Standards

<TABLE>
The Company and the Banks are  required to maintain  certain  levels of capital.
The regulatory capital guidelines as well as the actual  capitalization for each
of the Banks and the Company on a  consolidated  basis as of  December  31, 2000
follow:


<CAPTION>
                                         REQUIREMENT
                              ----------------------------------
                                                                     The
                                 ADEQUATELY          WELL          Vintage       Solano
                                CAPITALIZED       CAPITALIZED        Bank         Bank       COMPANY
                                -----------       -----------        ----         ----       -------
<S>                                 <C>              <C>             <C>         <C>          <C>
Total risk-based capital            8.0%             10.0%           11.78%      77.56%       14.85%
ratio
Tier 1 risk-based                   4.0%             6.0%            10.55%      77.33%       13.68%
capital ratio
Tier 1 leverage capital             4.0%             5.0%            8.51%       38.94%       10.77%
ratio
</TABLE>


Impact of Monetary Policies

The  earnings  and growth of the Banks are subject to the  influence of domestic
and  foreign   economic   conditions,   including   inflation,   recession   and
unemployment.  The  earnings  of the  Banks  are  affected  not only by  general
economic  conditions but also by the monetary and fiscal  policies of the United
States and  federal  agencies,  particularly  the Federal  Reserve.  The Federal
Reserve can and does implement national monetary policy, such as seeking to curb
inflation and combat  recession,  by its open market operations in United States
Government  securities  and by its control of the discount  rates  applicable to
borrowings by banks from the Federal Reserve System.  The actions of the Federal
Reserve in these  areas  influence  the growth of bank  loans,  investments  and
deposits  and affect the interest  rates  charged on loans and paid on deposits.
The Federal  Reserve's  policies have had a significant  effect on the operating
results of commercial banks and are expected to continue to do so in the future.
The  nature  and  timing of any future  changes  in  monetary  policies  are not
predictable.

Recent and Proposed Legislation

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

From time to time, legislation is enacted which has the effect of increasing the
cost  of  doing  business,  limiting  or  expanding  permissible  activities  or
affecting  the   competitive   balance   between   banks  and  other   financial
institutions.  Proposals  to  change  the laws  and  regulations  governing  the
operations and taxation of banks and other financial institutions are frequently
made  in  Congress,  in the  California  legislature  and  before  various  bank
regulatory  agencies.  Most  recently,  President  Clinton  signed  into law the
Gramm-Leach-Bliley  Act. This  legislation  eliminates many of the barriers that
have separated the insurance,  securities and banking industries since the Great
Depression.  The federal banking agencies (the Federal Reserve,  FDIC, Office of
the  Comptroller  of  the

                                      -20-

<PAGE>


Currency)  among others,  are currently  drafting  regulations  to implement the
Gramm-Leach-Bliley   Act.  The   likelihood  of  any  major  change  from  these
regulations,  and the impact  such  change may have on North Bay Bancorp and the
Banks is impossible to predict.

Gramm-Leach-Bliley Act

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

Financial Holding Companies. Title I of the Gramm-Leach-Bliley Act establishes a
comprehensive framework to permit affiliations among commercial banks, insurance
companies,  securities  firms, and other financial service providers by revising
and expanding the BHC Act framework to permit a holding company system to engage
in a full range of financial  activities  through  qualification as a new entity
known as a Financial Holding Company. A bank holding company that qualifies as a
Financial  Holding  Company can expand into a wide variety of services  that are
financial in nature,  provided that its subsidiary  depository  institutions are
well-managed,  well-capitalized  and have  received  at  least a  "satisfactory"
rating on their  last CRA  examination.  Services  that  have been  deemed to be
financial in nature include securities underwriting,  dealing and market making,
sponsoring  mutual funds and investment  companies,  insurance  underwriting and
agency  activities  and merchant  banking.  North Bay Bancorp became a financial
holding  company on August 23,  2000.  The Company  continues  to  evaluate  the
strategic  opportunities  presented by the broad powers  granted to bank holding
companies that elect to be treated as financial holding companies.

Privacy. Under Title V of the Gramm-Leach-Bliley Act, federal banking regulators
are  required  to adopt  rules  that will  limit the  ability of banks and other
financial  institutions to disclose  non-public  information  about consumers to
nonaffiliated  third  parties.  These  limitations  will require  disclosure  of
privacy policies to consumers and, in some  circumstances,  will allow consumers
to prevent disclosure of certain personal  information to a nonaffiliated  third
party.  Federal  banking  regulators  issued  final  rules  on May  10,  2000 to
implement the privacy  provisions  of Title V. Pursuant to the rules,  financial
institutions  must provide (i) initial  notices to customers about their privacy
policies,  describing  the  conditions  under which they may disclose  nonpublic
personal information to nonaffiliated third parties and affiliates;  (ii) annual
notices of their privacy policies to current  customers;  and (iii) a reasonable
method for customers to "opt out" of disclosures to nonaffiliated third parties.

The rules were  effective  November 13, 2000,  but  compliance is optional until
July 1, 2001. These privacy  provisions will affect how consumer  information is
transmitted  through  diversified  financial  companies  and conveyed to outside
vendors.  It is not  possible  at this time to assess the impact of the  privacy
provisions on the Company's financial condition or results of operations.

Safeguarding   Confidential   Customer   Information.   Under  Title  V  of  the
Gramm-Leach-Bliley  Act, federal banking  regulators are required to adopt rules
that will  require  financial  institutions  to  implement  a program to protect
confidential customer information. In January 2000, the federal banking agencies
adopted guidelines requiring financial  institutions to establish an information
security  program  to: (i)  identify  and  assess  the risks  that may  threaten
customer  information;  (ii)  develop a written  plan  containing  policies  and

                                      -21-

<PAGE>


procedures to manage and control these risks; (iii) implement and test the plan;
and (iv)  adjust  the plan on a  continuing  basis to  account  for  changes  in
technology,  the  sensitivity of customer  information  and internal or external
threats to information security.

Each  institution may implement a security  program  appropriate to its size and
complexity  and the  nature  and scope of its  operations.  The  guidelines  are
effective July 1, 2001.

Community Reinvestment Act Sunshine Requirements.  In February 2001, the federal
banking agencies adopted final regulations  implementing Section 711 of Title 7,
the CRA Sunshine Requirements.  The regulations require nongovernmental entities
or persons and insured  depository  institutions and affiliates that are parties
to  written   agreements   made  in  connection  with  the  fulfillment  of  the
institution's  CRA  obligations  to make available to the public and the federal
banking  agencies a copy of each such agreement.  The regulations  impose annual
reporting requirements concerning the disbursement,  receipt and use of funds or
other resources under each such agreement. The effective date of the regulations
is April 1, 2001.

Neither  the Company  nor the Banks are a party to any  agreement  that would be
subject of reporting pursuant to the CRA Sunshine Requirements.

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

                                      -22-

<PAGE>


Item 2 - PROPERTIES

North Bay Bancorp

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

North Bay Bancorp  leases a building  located at 1100 Texas  Street,  Fairfield,
California, containing approximately 5,700 square feet. The lease term commenced
on August 15, 2000, for an initial term of five years and one-half  month,  with
one option to renew for five years provided notice is given not less than ninety
days but not more  than one  hundred  eighty  days  prior to  expiration  of the
initial term.  Rent is subject to adjustment on September 1, 2001,  and annually
thereafter in accordance  with increases in the Consumer Price Index.  Effective
August 15, 2000,  the monthly  rental was $4,275 per month.  By the terms of the
lease  North Bay  Bancorp is  required  to (i) keep the  premises in good order,
condition and repair, (ii) maintain  comprehensive  general liability insurance,
(iii) pay all real property taxes assessed against the premises and (iv) pay for
all  utilities  used.  By the terms of a Sublease  Agreement  entered  into with
Solano Bank as of October 1, 2000, North Bay Bancorp leased  approximately 2,254
square  feet of the  building to Solano  Bank for use as a branch  location  and
granted  Solano Bank the right to jointly use  approximately  740 square feet of
common  area.  The  remainder  of the building is used by North Bay Bancorp as a
data center. The cost of improvements made to the data center cost approximately
$25,000 with  additional  improvements  to be completed at an estimated  cost of
$15,000.

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

The Vintage Bank

The Vintage Bank's main office is located in a two-story building at 1500 Soscol
Avenue, Napa, California. The real property on which the building is located was
acquired by The Vintage  Bank in 1988,  and  construction  of the  building  was
completed  in  1989.  In 1993 an  additional  2,500  square  feet of  previously
unoccupied  space in the Main Office was remodeled,  thereby  increasing  usable
space from approximately  7,500 to 10,000 square feet. The real property and all
improvements at the Main Office are owned by The Vintage Bank. In January,  1996
The Vintage Bank purchased  approximately 11,000 square feet of land adjacent to
the Main Office to  facilitate  expansion of The Vintage  Bank's  motor  banking
facility.  The land was purchased at a cost of $87,375. The expanded autobanking
facility was  completed in June,  1996 at a cost of $345,000  including  related
equipment purchases.

The Vintage Bank leases the premises for its Browns Valley Office, consisting of
approximately  2,000 square  feet,  located at 3271 Browns  Valley  Road,  Napa,
California.  The lease  commenced  on October 22, 1990 for a term of five years,
with three  successive  options to renew for five years  each.  To  exercise  an
option,  the lease  requires  three months prior notice of the bank's  intent to
renew.  The lease was renewed for an additional five years in October 2000. Rent
is subject to annual  adjustment  in accordance  with  increases in the Consumer
Price Index.  Effective January 1, 2001, monthly rental was $3,207 per month. By
the terms of the lease The Vintage  Bank is required to (i)  maintain and repair
the leased  premises,  (ii) maintain  combined  single limit,  bodily injury and
property  damage  insurance,  and (iii) pay its pro rata share of real  property
taxes and common area maintenance expenses.

The Vintage Bank leases the premises for its Bel Aire  Shopping  Center  Office,
consisting of approximately  5,850 square feet,  located at 3626 Bel Aire Plaza,
Napa, California. The lease term commenced on January 1, 1997, for a term of ten
years,  with two  successive  options to renew for five years each upon at least
180 days'  notice.  Effective  January  1, 2001,  monthly  rental was $6,308 per
month.  Rent is subject to annual  adjustment in accordance  with a schedule set
forth in the lease and  thereafter in accordance  with increases in the Consumer
Price  Index.  By the terms of the lease The  Vintage  Bank is  required  to (i)
maintain and repair the leased premises,  (ii) pay for all utilities used, (iii)
maintain public liability insurance,  (iv) pay its pro rata share of common area
maintenance,  and (v) pay its pro rata share of all real property taxes assessed
against the shopping center.

In January 2001 The Vintage Bank entered into an agreement for the purchase of a
building and real property located at 1065 Main Street, St. Helena,  California,
for  the sum of  $1,500,000.  The  purchase  of the  Main  Street  property  was
consummated  on February 2, 2001. The purchase of the property was not financed.
The Vintage Bank intends to improve the existing approximately 3,000 square foot
building as a bank branch.  The  estimated  cost of making the  improvements  is
$350,000.  The Vintage  Bank  expects that the  necessary  improvements  will be
completed and a branch of the bank opened by July 1, 2001.

                                      -23-

<PAGE>


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

Solano Bank

Solano  Bank's  Main Office is located in a  multi-tenant  building at 403 Davis
Street, Vacaville,  California.  The premises contain approximately 5,000 square
feet.  The lease term  commenced  on March 1, 2000,  for an initial term of five
years,  with three  options to renew for five years  each.  Rent for the initial
year of the lease is $5,210.  Rent is subject to an annual 3%  increase.  By the
terms of the lease  Solano  Bank is  required  to (i )  maintain  and repair the
leased  premises,  (ii)  pay for  all  utilities  used,  (iii)  maintain  public
liability  insurance,  and (iv) pay its pro rata share of common area  operating
expenses.  The premises were improved to make them suitable for a bank branch at
a cost of $456,653.  On February 22, 2001, Solano Bank entered into an agreement
for the  purchase of the  building  and an adjacent  parking  parcel for the sum
$2,280,000. Subject to the satisfaction of conditions precedent to Solano Bank's
obligation  to purchase  the building and  adjacent  parking  parcel,  including
regulatory  approval,  the  purchase is expected to be  consummated  on or about
April 10, 2001, but in any event no later than October 10, 2001. The purchase of
the  building  and adjacent  parking  parcel will not be financed.  The building
contains a total of  approximately  22,000  square  feet of which  approximately
5,000 square feet are occupied by Solano Bank,  approximately 13,200 square feet
are occupied by the seller, BC Stocking, Inc., and approximately 750 square feet
are occupied by Rob Wood, a director of Solano Bank.  Approximately  3000 square
feet are  currently  vacant but  Solano  Bank plans to lease this area out after
purchase  of the  building  is  consummated.  The lease  for the main  office is
presently held by North Bay Bancorp.  In the event the building  purchase is not
consummated, subject to regulatory approval the lease will be assigned to Solano
Bank.

Solano  Bank  leases  the  premises  for  its  Benicia  Office,   consisting  of
approximately  2,000  square  feet  located  at 1395  E.  2nd  Street,  Benicia,
California.  The lease  commenced  December 1, 1999 at cost of $2,980 per month.
Effective  January 1, 2001,  monthly  rental was $3,708 per month.  The  initial
lease is for a period of five (5) years and four (4) months,  with three options
to extend for five years each. To exercise the option,  the lease requires three
months prior notice of the bank's intent to renew.  Rent is subject  adjustments
with  increases  in the Consumer  Price Index.  By the terms of the lease Solano
Bank is required to (i)  maintain and repair the leased  premises,  (ii) pay for
all utilities used, (iii) maintain public liability insurance,  (iv) pay its pro
rata  share of common  area  maintenance,  and (v) pay its pro rata share of all
real property taxes assessed  against the shopping  center of which the premises
are a part.  The lease for the  Benicia  Office is  presently  held by North Bay
Bancorp.  Subject to  regulatory  approval  the lease will be assigned to Solano
Bank.

Solano Bank  subleases  from North Bay Bancorp the  premises  for its  Fairfield
Office,  consisting of approximately  2,254 square feet, together with the right
to make joint use of  approximately  740 square feet of common area,  from North
Bay  Bancorp.  The sublease  term  commenced  October 1, 2000,  and expires upon
expiration of North Bay Bancorp's master lease or on August 31, 2005,  whichever
is earlier.  The  sublease is subject to  extension  for five years in the event
North Bay Bancorp  extends the master lease. By the terms of the sublease Solano
Bank is required to pay 38% of the rent and other costs to be borne by North Bay
Bancorp  under the master  lease.  The rent under the master lease is subject to
adjustment annually based upon changes in the Consumer Price Index. The premises
were improved to make them suitable for a branch bank at a cost of $166,736.

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

Item 3 - LEGAL PROCEEDINGS

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

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

None

                                      -24-

<PAGE>


                                     PART II

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


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

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


        Quarter ended (1)                  High              Low
        -----------------                  ----              ---
       December 31, 1999                  $24.49           $22.90
       September 30, 1999                  24.49            21.31
       June 30, 1999                       21.77            18.14
       March 31, 1999                      21.77            18.14
       December 31, 2000                   20.48            19.52
       September 30, 2000                  21.43            19.52
       June 30, 2000                       21.67            18.81
       March 31, 2000                      23.81            18.10


(1) Price information for the first three quarters of 1999 reflect trades in The
Vintage Bank common stock.  Information  for the quarter ended December 31, 1999
and the  year of  2000  includes  trades  in  North  Bay  Bancorp  common  stock
commencing on November 2, 1999.

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

The Company  paid cash  dividends of $0.20 per share in 1999 and $0.20 per share
in 2000.  The  holders of common  stock of North Bay  Bancorp  are  entitled  to
receive cash  dividends  when and as declared by the Board of Directors,  out of
funds legally available for the payment of dividends.

On January 22, 2001, the Board of Director of North Bay Bancorp declared a $0.20
per share  cash  dividend  and a 5% stock  dividend  payable  March 20,  2001 to
shareholders of record as of March 1, 2001.

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

As of March 1, 2001,  there were 1067  holders of record of North Bay  Bancorp's
common stock.

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

The management's  discussion and analysis of financial  condition and results of
operations is included in North Bay Bancorp's 2000 Annual Report to Shareholders
on pages 7 through 13 which information is incorporated herein by reference.

                                      -25-

<PAGE>


Item 7 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

North Bay Bancorp's  consolidated  balance  sheets,  statements  of  operations,
statements  of changes in  shareholders'  equity,  statements  of cash flows and
related notes thereto are included in North Bay Bancorp's  2000 Annual Report to
Shareholders on page 14 through 18 which  information is incorporated  herein by
reference.

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

None


                                    PART III

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


For  information  regarding the  directors,  executive  officers,  promoters and
control  persons of North Bay Bancorp,  see "ELECTION OF DIRECTORS" and "REPORTS
OF CHANGES IN  BENEFICIAL  OWNERSHIP"  on pages 3 through 7 and 23 of the Bank's
definitive  proxy  statement for the 2001 Annual Meeting of  Shareholders  to be
filed pursuant to Regulation 14A (the "Proxy Statement"),  which is incorporated
herein by reference.

Item 10 - EXECUTIVE COMPENSATION

For information  concerning  compensation of the executive officers of North Bay
Bancorp, see "EXECUTIVE  COMPENSATION" on pages 16 to 19 of the Proxy Statement,
which is incorporated herein by reference.

                                      -26-

<PAGE>


Item 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

For information  concerning the security  ownership of certain beneficial owners
and management of North Bay Bancorp,  see "SECURITY  OWNERSHIP OF MANAGEMENT" on
pages  12 to 15  of  the  Proxy  Statement,  which  is  incorporated  herein  by
reference.

Item 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For information  concerning certain relationships and related transactions,  see
"MANAGEMENT  INDEBTEDNESS"  on  page  23  of  the  Proxy  Statement,   which  is
incorporated herein by reference.

Item 13 - EXHIBITS AND REPORTS ON FORM 8-K

                                                                  Page of 2000
                                                                  Annual Report
                                                                  -------------
(a)     1.        Financial Statements

(i)   Balance Sheets, December 31, 2000 and 1999                      13

(ii)  Income Statements for the years
      ended December 2000, 1999,  and 1998                            14

(iii) Statements of Changes in Shareholders'
      Equity for the years ended December 31,
      2000, 1999, and 1998                                            15

(iv)  Statements of Cash Flows for the years
       ended December 31, 2000, 1999, and 1998                        16

(v)   Notes to Financial Statements                                   17

(vi)  Report of Independent Public
       Accountants                                                    31

Schedules have been omitted as inapplicable or because the information  required
is included in the financial statements or notes thereto.

3. Exhibits

See Exhibit Index on page 30 of this Report.

(b) Reports on Form 8-K

A  current  report  on Form 8-K was  filed  with  the  Securities  and  Exchange
Commission  on November 7, 2000  reporting,  under Item. 5 "Other  Matters," the
issuance of a press release by North Bay Bancorp announcing its earnings for the
quarter ended September 30, 2000.

                                      -27-

<PAGE>


                                   SIGNATURES

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


                                         NORTH BAY BANCORP

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

Dated: March 26, 2001


                                   SIGNATURES

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

Signature                                 Title                     Date


/s/Thomas N. Gavin                       Director               March 26, 2001
------------------------------------
Thomas N. Gavin


/s/David B. Gaw                          Director               March 26, 2001
------------------------------------
David B. Gaw


/s/Fred J. Hearn Jr.                     Director               March 26, 2001
------------------------------------
Fred J. Hearn Jr.


/s/Conrad W. Hewitt                      Director               March 26, 2001
------------------------------------
Conrad W. Hewitt


/s/Harlan R. Kurtz                       Director               March 26, 2001
------------------------------------
Harlan R. Kurtz


/s/Richard S. Long                       Director               March 26, 2001
------------------------------------
Richard S. Long


/s/Thomas H. Lowenstein                  Director               March 26, 2001
------------------------------------
Thomas H. Lowenstein


/s/Thomas F. Malloy                      Director and           March 26, 2001
------------------------------------     Chairman of the Board
Thomas F. Malloy


/s/Terry L. Robinson                     President, Chief       March 26, 2001
------------------------------------     Executive Officer
Terry L. Robinson                        and Director
                                         (Principal Executive Officer)

                                      -28-

<PAGE>


/s/James E. Tidgewell                    Director               March 26, 2001
------------------------------------
James E. Tidgewell


/s/Lee-Ann Cimino                        Sr. Vice President     March 26, 2001
------------------------------------     Chief Financial Officer
Lee-Ann Cimino                           (Principal Financial Officer)

                                      -29-

<PAGE>


                                  EXHIBIT INDEX

Exhibit No.       Description

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

 3.1              Articles of Incorporation of Registrant. (2)

 3.2              Bylaws as amended of Registrant. (2)

10.1              Amended North Bay Bancorp Stock Option Plan. * (3)

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

10.3              Lease by and between B&C  Stocking  LLC, as Lessor,  and North
                  Bay Bancorp,  as Lessee, with respect to premises at 403 Davis
                  Street, Vacaville, California. (3)

10.4              Lease by and between Davies Partners II, as Lessor,  and North
                  Bay Bancorp, as Lessee, with respect to premises at 1395 E. 2d
                  Street, Benicia, California. (3)

10.5              North Bay Bancorp Directors Deferred Fee Plan. *

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

13.               North Bay Bancorp 2000 Annual Report to Shareholders.

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

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

25.               Power of Attorney.

*                 Employment Contracts and Compensation Plans.

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

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

(3)               Attached  as  Exhibits  10.1,  10.3,  and  10.4 to  North  Bay
                  Bancorp's  Annual  Report  as Form  10KSB  for the year  ended
                  December  31,  1999  filed  with  the  Security  and  Exchange
                  Commission , and incorporated herein by reference.

                                      -30-