NORTH BAY BANCORP/CA
EXHIBIT 10.9
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>p18809-ex10_9.txt
<DESCRIPTION>EXHIBIT 10.9
<TEXT>
                               INDEMNITY AGREEMENT

         This  Indemnity  Agreement  (this  "Agreement"),  dated as of ________,
____, is made by and between NORTH BAY BANCORP, a California banking corporation
(the  "Company"),  and  _____________________,  a director and/or officer of the
Company (the "Indemnitee").

                                    RECITALS

         A.       Whereas,  there is a  general  awareness  that  competent  and
experienced  persons  are  becoming  more  reluctant  to serve as  directors  or
officers of a publicly-held  corporation  unless they are provided with adequate
protection  against  claims and actions  against  them for their  activities  on
behalf of the corporation, generally through insurance and indemnification.

         B.       WHERAS,  the  uncertainties  in  the  interpretations  of  the
statutes and regulations,  laws and public policies, relating to indemnification
of  corporate  directors  and officers  are such as to make  adequate,  reliable
assessment  of the  risks to  which  directors  and  officers  of  publicly-held
corporations   may  be  exposed   difficult,   particularly   in  light  of  the
proliferation of lawsuits against directors and officers;

         C.       WHEREAS,  the Board of Directors of the Company (the "Board"),
based upon its business  experience,  has  concluded  that the  continuation  of
present  trends in  litigation  against  corporate  directors  and officers will
inevitably  make it more  difficult  for the  Company  to retain  directors  and
officers  of the  highest  competence  committed  to the  active  and  effective
direction  and  supervision  of the  business and affairs of the Company and its
subsidiaries and affiliates and the operation of their facilities, and the Board
deems  such  consequences  to be so  detrimental  to the best  interests  of the
Company's  stockholders  that it has  concluded  that the Company  should act to
assure its directors and officers of maximum protection against inordinate risks
attendant on their  positions  in order to ensure that the most capable  persons
otherwise  available will be attracted to such positions  and,  therefore,  said
directors have further  concluded that it is not only reasonable and prudent but
necessary for the Company to  contractually  obligate itself to indemnify to the
fullest  extent  permitted by applicable  law its directors and officers and the
directors  and officers of its  affiliates  and to assume to the maximum  extent
permitted by law liability for expenses and liabilities  which might be incurred
by its directors and officers in connection  with claims lodged against them for
their decisions and actions as directors or officers.

         D.       WHEREAS,  Section  317 of the General  Corporation  Law of the
State  of  California,  under  which  law the  Company  is  organized,  empowers
corporations  to  indemnify  an agent,  defined  as any  person  who is or was a
director,  officer,  employee,  or other agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another foreign or domestic  corporation,  partnership,  joint venture,
trust or other enterprise, or was a director,  officer,  employee, or agent of a


<PAGE>

foreign or  domestic  corporation  which was a  predecessor  corporation  of the
corporation  or  of  another  enterprise  at  the  request  of  the  predecessor
corporation,  and further  specifies that the  indemnification  provided by this
section  "shall  not be  deemed  exclusive  of any other  rights to which  those
seeking  indemnification  may be entitled  under any bylaw,  agreement,  vote of
shareholders or disinterested  directors, or otherwise",  and further empowers a
corporation  to "purchase  and maintain  insurance on behalf of any agent of the
corporation  against any liability  asserted against or incurred by the agent in
that  capacity or arising out of the agent's  status as such  whether or not the
corporation  would have the power to indemnify the agent against that  liability
under this section".

         E.       WHEREAS,  the Company has  investigated  the type of insurance
available,  to inure  the  directors  and  officers  of the  Company  and of its
affiliates against expenses (including attorneys' fees), costs, judgments, fines
and amounts  paid in  settlement  actually  and  reasonably  incurred by them in
connection  with  any  action,  suit or  proceeding  to  which  they  are or are
threatened  to be made a party by reason of their  status  and/or  decisions  or
actions in such  positions,  has studied  the nature and extent of the  coverage
provided by such  insurance and the cost thereof the Company,  and has purchased
such insurance to the extent reasonably available;  however, upon receiving such
information,  and notwithstanding the purchase of such insurance when reasonably
available,  which insurance is subject to certain significant exclusions and may
cease to be available (even with such exclusions),  the directors of the Company
have concluded that it would be in the best  interests of the  stockholders  for
the Company to contract to indemnify such persons as hereinafter provided;

         F.       WHEREAS,  the  Company  desires to have  Indemnities  serve or
continue  to serve as a director  or officer of the  Company  and/or a director,
officer,  partner,  trustee,  agent or  fiduciary  of such  other  corporations,
partnerships,   joint  ventures,   employee  benefit  plans,   trusts  or  other
enterprises  of which  Indemnitee  has been or is serving,  or will serve at the
request  of or for the  convenience  of or to  represent  the  interests  of the
Company,   free  from  undue  concern  for   unpredictable,   inappropriate   or
unreasonable  claims for damages by reason of  Indemnitee's  being a director or
officer of the Company or a director, officer, employee, trustee, partner, agent
or  fiduciary  of an  Affiliate  of the  Company,  or by reason of  Indemnitee's
decisions or actions on their behalf; and

         G.       WHEREAS,  Indemnitee  is willing to serve,  or to  continue to
serve, or to take on additional  service for,, the Company and/or the Affiliates
in such aforesaid  capacities on the condition that Indemnitee be indemnified do
hereby covenant and agree as follows:

         NOW,  THEREFORE,  the parties  hereto,  intending to be legally  bound,
hereby agree as follows

         1.       Definitions:

                  1.1 Agent.  For the purpose of this Agreement,  "agent" of the
Company means any person who is or was a director or officer of the Company or a
subsidiary  of the  Company;  or is or was  serving at the  request  of, for the


                                       2
<PAGE>

convenience  of, or to represent  the interest of the Company or a subsidiary of
the Company as a director or officer of another foreign or domestic corporation,
partnership,  joint  venture,  trust or other  enterprise or an affiliate of the
Company; or was a director of officer of a foreign or domestic corporation which
was a  predecessor  corporation  of the  Company or was a director or officer of
another  enterprise  or  affiliate  of the  Company at the  request  of, for the
convenience of, or to represent the interests of such  predecessor  corporation.
The term  "enterprise"  includes any employee  benefit plan of the Company,  its
subsidiaries, affiliates and predecessor corporations.

                  1.2  Expenses.  For  purposes  of this  Agreement,  "expenses"
includes  all  direct  and  indirect  costs  of any  type or  nature  whatsoever
(including,  without limitation,  all attorneys' fees and related  disbursements
and  other  out-of-pocket   costs)  actually  and  reasonably  incurred  by  the
Indemnitee  in  connection  with  the  investigation,  defense  or  appeal  of a
proceeding  or  establishing  or  enforcing  a  right  to   indemnification   or
advancement  of  expenses  under  this  Agreement,  Section  317  or  otherwise;
provided,  however that expenses  shall not include any judgment,  fines,  ERISA
excise taxes or penalties or amounts paid in settlement of a proceeding.

                  1.3   Proceeding.   For  the   purposes  of  this   Agreement,
"proceeding"  means any threatened,  pending or completed action,  suit or other
proceeding, whether civil, criminal, administrative,  investigative or any other
type whatsoever.

                  1.4 Subsidiary. For purposes of this Agreement, "subsidiary"
means any corporation of which more than fifty percent (50%) of the outstanding
voting securities is owned directly or indirectly by the Company, by the Company
and one or more of its subsidiaries or by one or more of the Company's
subsidiaries.

         2.       Agreement  to Serve.  The  Indemnitee  agrees to serve  and/or
continue  to serve as an agent of the  Company,  at the will of the  Company (or
under  separate  agreement,  if such  agreement  exists),  in the  capacity  the
Indemnitee  currently  serves as an agent of the Company,  faithfully and to the
best of his ability, so long as he is duly appointed or elected and qualified in
accordance  with the  applicable  provisions  of the  charter  documents  of the
Company or any subsidiary of the Company; provided, however, that the Indemnitee
may at any time and for any reason  resign  from such  position  (subject to any
contractual  obligation  that the  Indemnitee  may have assumed  apart from this
Agreement),  and the Company or any  subsidiary  shall have no obligation  under
this Agreement to continue the Indemnitee in any such position.

         3.       Directors' and Officers' Insurance.  The Company shall, to the
extent that the Board  determines it to be economically  reasonable,  maintain a
policy of directors' and officers'  liability  insurance ("D&O  Insurance"),  on
such terms and conditions as may be approved by the Board.

         4.       Mandatory  Indemnification.  Subject to  Section 9 below,  the
Company shall indemnify the Indemnitee:

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<PAGE>

                  4.1 Third Party Actions. If the Indemnitee is a person who was
or is a party or is threatened to be made a party to any proceeding  (other than
an action by or in the right of the Company) by reason of the fact that he is or
was an agent of the Company, or by reason of anything done or not done by him in
any such  capacity,  against any and all  expenses and  liabilities  of any type
whatsoever (including, but not limited to, judgments,  fines, ERISA excise taxes
or penalties and amounts paid in settlement) actually and reasonably incurred by
him in connection with the investigation,  defense, settlement or appeal of such
proceeding  if he acted in good faith in a manner he  reasonably  believed to be
in, or not opposed to, the best  interests of the Company  and,  with respect to
any  criminal  action or  proceeding,  had no  reasonable  cause to believe  his
conduct was unlawful; and

                  4.2 Derivative  Actions. If the Indemnitee is a person who was
or is a party  or is  threatened  to be a party to any  proceeding  by or in the
right of the  Company to  procure a judgment  in its favor by reason of the fact
that he is or was an agent of the Company,  or by reason of anything done or not
done by him in any such capacity,  against any amounts paid in settlement of any
such  proceeding  and all expenses  actually and  reasonably  incurred by him in
connection  with  the  investigation,  defense,  settlement  or  appeal  of such
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in, or not  opposed to, the best  interests  of the  Company;  except that no
indemnification  under  this  subsection  shall be made in respect of any claim,
issue or matter as to which such person shall have been  finally  adjudged to be
liable  to the  Company  by a court of  competent  jurisdiction  due to  willful
misconduct of a culpable  nature in the  performance of his duty to the Company,
unless  and only to the  extent  that the  court in which  such  proceeding  was
brought shall  determine upon  application  that,  despite the  adjudication  of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and  reasonably  entitled to indemnity  for such amounts  which the court
shall deem proper; and

                  4.3    Exception    for   Amounts    Covered   by   Insurance.
Notwithstanding  the foregoing,  the Company shall not be obligated to indemnify
the Indemnitee for expenses or  liabilities of any type  whatsoever  (including,
but not limited to,  judgments,  fines,  ERISA  excise  taxes or  penalties  and
amounts paid in  settlement)  to the extent such have been paid  directly to the
Indemnitee by D&O Insurance.

         5.       Partial Indemnification and Contribution.

                  5.1 Partial  Indemnification.  If the  Indemnitee  is entitled
under any provision of this Agreement to indemnification by the Company for some
or a portion of any expenses or liabilities of any type  whatsoever  (including,
but not limited to,  judgments,  fines,  ERISA  excise  taxes or  penalties  and
amounts  paid in  settlement)  incurred  by him in the  investigation,  defense,
settlement  or  appeal  of  a  proceeding  but  is  not  entitled,  however,  to
indemnification  for all of the total  amount  thereof,  then the Company  shall
nevertheless  indemnify  the  Indemnitee  for such total amount except as to the
portion thereof to which the Indemnitee is not entitled to indemnification.

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<PAGE>

                  5.2  Contribution.  If the  Indemnitee  is not entitled to the
indemnification  provided in Section 4 for any reason  other than the  statutory
limitations set forth in the Law, then in respect of any threatened,  pending or
completed  proceeding in which the Company is jointly liable with the Indemnitee
(or would be if joined in such proceeding),  the Company shall contribute to the
amount of expenses  (including  attorneys' fees),  judgments,  fines and amounts
paid in settlement  actually and reasonably  incurred and paid or payable by the
Indemnitee  in such  proportion  as is  appropriate  to reflect (i) the relative
benefits received by the Company on the one hand and the Indemnitee on the other
hand from the transaction from which such proceeding arose and (ii) the relative
fault of the Company on the one hand and of the  Indemnitee on the other hand in
connection with the events which resulted in such expenses,  judgments, fines or
settlement amounts, as well as any other relevant equitable considerations.  The
relative fault of the Company on the one hand and of the Indemnitee on the other
hand shall be  determined  by  reference  to, among other  things,  the parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent  the  circumstances  resulting  in such  expenses,  judgments,  fines or
settlement  amounts.  The Company agrees that it would not be just and equitable
if  contribution  pursuant  to  this  Section  5 were  determined  by  pro  rata
allocation or any other method of allocation  which does not take account of the
foregoing equitable considerations.

         6.       Mandatory Advancement of Expenses.

                  6.1 Advancement. Subject to Section 9 below, the Company shall
advance  all  expenses  incurred  by  the  Indemnitee  in  connection  with  the
investigation,  defense,  settlement  or appeal of any  proceeding  to which the
Indemnitee  is a party or is threatened to be made a party by reason of the fact
that the  Indemnitee  is or was an agent of the Company or by reason of anything
done or not done by him in any such capacity.  The Indemnitee  hereby undertakes
to promptly  repay such amounts  advanced  only if, and to the extent  that,  it
shall  ultimately  be  determined  that the  Indemnitee  is not  entitled  to be
indemnified by the Company under the provisions of this Agreement,  the Articles
of Incorporation or Bylaws of the Company, the Law or otherwise. The advances to
be made hereunder  shall be paid by the Company to the Indemnitee  within thirty
(30) days following delivery of a written request therefore by the Indemnitee to
the Company.

                  6.2  Exception.  Notwithstanding  the foregoing  provisions of
this Section 6, the Company  shall not be obliged to advance any expenses to the
Indemnitee  arising  from a lawsuit  filed  directly by the Company  against the
Indemnitee  if an  absolute  majority  of the  members  of the Board  reasonably
determines in good faith, within thirty (30) days of the Indemnitee's request to
be  advanced  expenses,   that  the  facts  known  to  them  at  the  time  such
determination is made demonstrate  clearly and convincingly  that the Indemnitee
acted in bad faith.  If such a  determination  is made,  the Indemnitee may have
such  decision  reviewed by another  forum,  in the manner set forth in Sections
8.3, 8.4 and 8.5 hereof, with all references therein to "indemnification"  being
deemed to refer to  "advancement  of expenses," and the burden of proof shall be
on the Company to demonstrate  clearly and convincingly that, based on the facts
known at the time, the Indemnitee  acted in bad faith. The Company may not avail


                                       5
<PAGE>

itself of this  Section  6.2 as to a given  lawsuit  if,  at any time  after the
occurrence  of the  activities  or omissions  that are the primary  focus of the
lawsuit,  the Company has  undergone a change in  control.  or this  purpose,  a
change in control  shall mean a given  person or group of  affiliate  persons or
groups increasing their beneficial ownership interest in the Company by at least
twenty (20) percentage points without advance Board approval.

         7.       Notice and Other Indemnification Procedures.

                  7.1 Promptly  after receipt by the Indemnitee of notice of the
commencement of or the threat of commencement of any proceeding, the Indemnittee
shall, if the Indemnitee believes that  indemnification with respect thereto may
be sought  from the  Company  under this  Agreement,  notify the  Company of the
commencement or threat of commencement thereof.

                  7.2  If,  at  the  time  of the  receipt  of a  notice  of the
commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O
Insurance in effect, the Company shall give prompt notice of the commencement of
such  proceeding to the insurers in accordance  with the procedures set forth in
the  respective  policies.  The Company shall  thereafter  take all necessary or
desirable action to cause such insurers to pay, on behalf of the Indemnitee, all
amounts  payable as a result of such  proceeding in accordance with the terms of
such D&O Insurance policies.

                  7.3 In the event the Company shall be obligated to advance the
expenses for any proceeding against the Indemnitee, the Company, if appropriate,
shall be  entitled  to assume  the  defense  of such  proceeding,  with  counsel
approved by the Indemnitee  (which approval shall not be unreasonably  withheld,
conditioned  or delayed),  upon the delivery to the Indemnitee of written notice
of its  election  to do so.  After  delivery  of such  notice,  approval of such
counsel by the Indemnitee and the retention of such counsel by the Company,  the
Company will not be liable to the  Indemnitee  under this Agreement for any fees
of counsel  subsequently  incurred by the  Indemnitee  with  respect to the same
proceeding, provided that: (a) the Indemnitee shall have the right to employ his
own  counsel  in any  such  proceeding  at the  Indemnitee's  expense;  (b)  the
Indemnitee shall have the right to employ his own counsel in connection with any
such  proceeding,  at the expense of the Company,  if such  counsel  serves in a
review,  observer,  advice  and  counseling  capacity  and  does  not  otherwise
materially control or participate in the defense of such proceeding;  and (c) if
(i) the employment of counsel by the Indemnitee has been  previously  authorized
by the Company,  (ii) the Indemnitee shall have reasonably  concluded that there
may be a conflict of interest  between  the  Company and the  Indemnitee  in the
conduct  of any such  defense or (iii) the  Company  shall  not,  in fact,  have
employed  counsel to assume the  defense of such  proceeding,  then the fees and
expenses of the Indemnitee's counsel shall be at the expense of the Company.

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<PAGE>
         8.       Determination of Entitlement to Indemnification.

                  8.1 To the extent the  Indemnitee  has been  successful on the
merits or otherwise in defense of any  proceeding  referred to in Section 4.1 or
4.2 of this Agreement or in the defense of any claim,  issue or matter described
therein,  the Company shall indemnify the Indemnitee  against expenses  actually
and reasonably incurred by him in connection with the investigation,  defense or
appeal of such proceeding, or such claim, issue or matter, as the case may be.

                  8.2 In the event that Section 8.1 is inapplicable, or does not
apply to the entire  proceeding,  the Company  shall  nonetheless  indemnify the
Indemnitee unless the Company shall prove by clear and convincing  evidence to a
forum listed in Section 8.3 below that the Indemnitee has not met the applicable
standard of conduct required to entitle the Indemnitee to such Indemnification.

                  8.3 The  Indemnitee  shall be  entitled to select the forum in
which the  validity of the  Company's  claim  under  Section 8.2 hereof that the
Indemniteee  is not  entitled  to  indemnification  will be heard from among the
following,  except  that the  Indemnitee  can select a forum  consisting  of the
stockholders of the Company only with the approval of the Company:

                  (a)  A  quorum  of  the  Board   consisting  of  Disinterested
                  Directors of the Company;

                  (b) The stockholders of the Company;

                  (c)  Independent  Legal  Counsel  mutually  agreed upon by the
                  Indemnitee  and the  Board,  which  counsel  shall  make  such
                  determination in a written opinion; or

                  (d) A panel of three  arbitrators,  one of whom is selected by
                  the Company, another of whom is selected by the Indemnitee and
                  the last of whom is selected by the first two  arbitrators  so
                  selected.

                  8.4 As soon as practicable,  and in no event later than thirty
(30) days after the forum has been selected  pursuant to Section 8.3 above,  the
Company  shall at its own expense,  submit to the selected  forum its claim that
the Indemnitee is not entitled to indemnification,  and the Company shall act in
the utmost good faith to assure the Indemnitee a complete  opportunity to defend
against such a claim.

                  8.5 If the forum  selected  in  accordance  with  Section  8.3
hereof is not a court,  then after the final decision of such forum is rendered,
the Company or the Indemnitee  shall have the right to apply to the court having
jurisdiction  of  subject  matter  and the  parties,  the  court  in  which  the
proceeding giving rise to the Indemnitee's  claim for  indemnification is or was
pending  or any  other  court of  competent  jurisdiction,  for the  purpose  of
appealing  the  decision  of such  forum,  provided  that such right is executed


                                       7
<PAGE>

within sixty (60) days after the final  decision of such forum is  rendered.  If
the forum  selected in accordance  with Section 8.3 hereof is a court,  then the
rights of the  Company or the  Indemnitee  to appeal any  decision of such court
shall be  governed by the  applicable  laws and rules  governing  appeals of the
decision of such court.

                  8.6  Notwithstanding  any other provision in this Agreement to
the contrary,  the Company shall  indemnify the Indemnitee  against all expenses
incurred by the  Indemnitee in connection  with any hearing or proceeding  under
this Section 8 involving the Indemnitee and against all expenses incurred by the
Indemnitee in connection with any other  proceeding  between the Company and the
Indemnitee  involving the  interpretation  or  enforcement  of the rights of the
Indemnitee under this Agreement unless a court of competent  jurisdiction  finds
that each of the material  claims and/or  defenses of the Indemnitee in any such
proceeding was frivolous or not made in good faith.

                  8.7. For purposes of this Agreement,

                  (a)  "Disinterested  Director"  with respect to any request by
                  Indemnitee for indemnification hereunder shall mean a director
                  of the  Company  who is or was not a party to or a subject  of
                  the action,  suit  investigation  or  proceeding in respect of
                  which indemnification is being sought by Indemnitee.

                  (b)  "Independent  Legal  Counsel"  shall mean a law firm or a
                  member  of a law firm  that  neither  is nor in the past  five
                  years has been  retained to represent  in any material  matter
                  the Company or any  Securities  Act affiliate or Indemnitee or
                  any other party or action,  suit,  investigation or proceeding
                  giving  rise  to a claim  for  indemnification  hereunder  and
                  which, under applicable standards of professional conduct then
                  prevailing,   would  not  have  a  conflict   of  interest  in
                  representing  either the Company or Indemnitee in an action to
                  determine  Indemnitee's  right to  indemnification  under this
                  Agreement and that is reasonably acceptable to the Company and
                  Indemnitee.

         9.       Exceptions.   Any  other  provision  herein  to  the  contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of the
Agreement:

                  9.1 Claims  Initiated by  Indemnitee.  To indemnify or advance
expenses to the Indemnitee  with respect to  proceedings or claims  initiated or
brought  voluntarily by the  Indemnitee  and not by way of defense,  except with
respect  to  proceedings  specifically  authorized  by the Board or  brought  to
establish or enforce a right to  indemnification  and/or advancement of expenses
arising  under this  Agreement,  the  charter  documents  of the  Company or any
subsidiary  or any  statue  or law or  otherwise,  but such  indemnification  or
advancement  of expenses may be provided by the Company in specific cases if the
Board finds it to be appropriate; or

                                       8
<PAGE>

                  9.2  Unauthorized  Settlements.  To indemnify  the  Indemnitee
hereunder for any amounts paid in settlement of a proceeding  unless the Company
consents in advance in writing to such  settlement,  which  consent shall not be
unreasonably withheld, conditioned or delayed; or


                  9.3  Securities  Law Actions.  To indemnify the  Indemnitee on
account of any suit in which judgment is rendered against the Indemnittee for an
accounting  of  profits  made from the  purchase  or sale by the  Indemnitee  of
securities  of the Company  pursuant to the  provisions  of Section 16(b) of the
Securities  Exchange Act of 1934 and amendments thereto or similar provisions of
any federal, state or local statutory law; or

                  9.4 Unlawful Indemnification. To indemnify the Indemnitee if a
final decision by a court having jurisdiction in the matter shall determine that
such  indemnification  is not  lawful.  In this  respect,  the  Company  and the
Indemnitee have been advised that the Securities and Exchange  Commission  takes
the position  that  indemnification  for  liabilities  arising under the federal
securities laws is against public policy and is,  therefore,  unenforceable  and
that claims for  indemnification  should be submitted to appropriate  courts for
adjudication.

         10.      Non-Exclusivity  The  provisions for the  indemnification  and
advancement  of  expenses  set  forth  in this  Agreement  shall  not be  deemed
exclusive of any other rights which the  Indemnitee may have under any provision
of law,  the  Company's  Articles of  Incorporation  or Bylaws,  the vote of the
Company's stockholder or disinterested directors, other agreements or otherwise,
both as to action in the Indemnitee's official capacity and to action in another
capacity  while  occupying  his  position  as an agent of the  Company,  and the
Indemnitee's  rights  hereunder  shall  continue after the Indemnitee has ceased
acting as an agent of the  Company  and shall inure to the benefit of the heirs,
executors and administration of the Indemnitee.

         11.      General Provisions

                  11.1  Interpretation  of Agreement.  It is understood that the
parties  hereto intend this  Agreement to be  interpreted  and enforced so as to
provide  indemnification  and  advancement  of expenses to the Indemnitee to the
fullest extent now or hereafter  permitted by law,  except as expressly  limited
herein.

                  11.2  Severability.  If any  provision or  provisions  of this
Agreement shall be held to be invalid,  illegal or unenforceable  for any reason
whatsoever, then: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, all portions of any
paragraphs of this  Agreement  containing any such provision held to be invalid,
illegal  or  unenforceable   that  are  not  themselves   invalid,   illegal  or
unenforceable)  shall not in any way be affected or impaired thereby; and (b) to
the fullest extent possible,  the provisions of the Agreement  (including,  with
out limitation,  all portions of any paragraphs of this Agreement containing any


                                       9
<PAGE>

such  provision  held to be  invalid,  illegal  or  unenforceable,  that are not
themselves invalid,  illegal or unenforceable)  shall be construed so as to give
effect to the  intent  manifested  by the  provision  held  invalid,  illegal or
unenforceable and to give effect to Section 11.1 hereof.

                  11.3 Modification and Waiver.  No supplement,  modification or
amendment of this Agreement  shall be binding unless executed in writing by both
of the parties  hereto.  No waiver of any of the  provisions  of this  Agreement
shall be deemed or shall  constitute  a waiver  of any  other  provision  hereof
(whether or not similar), nor shall such waiver constitute a continuing waiver.

                  11.4  Subrogation.  In the event of full  payment  under  this
Agreement,  the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of the  Indemnitee,  who shall  execute all  documents
required and shall do all acts that may be necessary or desirable to secure such
rights  and to enable the  Company  effectively  to bring  suit to enforce  such
rights.

                  11.5  Counterparts.  This  Agreement may be executed in one or
more counterparts, which shall together constitute one agreement.

                  11.6 Successors and Assigns. The terms of this Agreement shall
bind,  and shall  inure to the  benefit  of, the  successors  and assigns of the
parties hereto.

                  11.7  Notice.  All  notices,   requests,   demands  and  other
communications under this Agreement shall be in writing and shall be deemed duly
given: (a) if delivered by hand and signed for by the party addressee; or (b) if
mailed by certified or  registered  mail,  with  postage  prepaid,  on the third
business day after the mailing date. Addresses for notice to either party are as
shown on the signature  page of this  Agreement or as  subsequently  modified by
written notice.

                  11.8  Governing   Law.  This   Agreement   shall  be  governed
exclusively by and constructed according to the laws of the State of California,
as applied to  contracts  between  California  residents  entered into and to be
performed entirely within California.

                  11.9 Consent to  Jurisdiction.  The Company and the Indemnitee
each hereby  irrevocably  consent to the jurisdiction of the courts of the State
of California for all purposes in connection with any action or proceeding which
arises out of or relates to this Agreement.

                  11.10  Attorney's Fees In the event  Indemnitee is required to
bring any action to enforce  rights  under this  Agreement  (including,  without
limitation,  the  expenses  of any  Proceeding,  described  in  Section  3), the
Indemnitee shall be entitled to all reasonable fees and expenses in bringing and
pursuing such action, unless a court of competent jurisdiction finds each of the
material  claims of the Indemnitee in any such action was frivolous and not made
in good faith.

                                       10
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have entered into this Indemnity
Agreement effective as of the date first written above.

NORTH BAY BANCORP                           INDEMNITEE:

By:
   ----------------------------------        -----------------------------------

Name:                                   Name:
      ------------------------------         -----------------------------------
         Title: President & CEO         Address:
                                                --------------------------------
         Address:  P.O. Box 2200
                                        ----------------------------------------
                   Napa, CA  94558


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</TEXT>
</DOCUMENT>
