NORTH BAY BANCORP/CA
ROBINSON/LIFE INSURANCE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>3
<FILENAME>p15097_ex10-10.txt
<DESCRIPTION>ROBINSON/LIFE INSURANCE AGREEMENT
<TEXT>
                                  EXHIBIT 10.10

                                 LIFE INSURANCE

                      ENDORSEMENT METHOD SPLIT DOLLAR PLAN

                                    AGREEMENT

INSURER/POLICY NUMBER:     Mass Mutual/0044448
                           New York Life/56600432

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

INSURED:  Terry L. Robinson

RELATIONSHIP OF INSURED TO BANK: Executive Officer

DATE:    September 21, 2001

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

I.       DEFINITIONS

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

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

II.      POLICY TITLE AND OWNERSHIP

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

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III.     BENEFICIARY DESIGNATION RIGHTS

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

IV.      PREMIUM PAYMENT METHOD

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

V.       TAXABLE BENEFIT

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

VI.      DIVISION OF DEATH PROCEEDS

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

         1.  If  death  occurs  before  age  seventy  one  (71),  the  Insured's
beneficiary(ies)  shall be entitled to the lesser of $1,200,000,  or one hundred
percent (100%) of the net at risk insurance proceeds.  If death occurs after age
seventy  one  (71)  but  on  or  before  age  eighty  one  (81),  the  Insured's
beneficiaries  shall be  entitled  to the  lesser of  $840,000,  or one  hundred
percent (100%) of the net at risk insurance proceeds.  If death occurs after age
eighty one (81), the Insured's  beneficiaries shall be entitled to the lesser of
$480,000,  or one hundred percent (100%) of the net at risk insurance  proceeds.
The net at risk  insurance  portion is the total proceeds less the cash value of
the Policy.

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

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

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<PAGE>

VII.     DIVISION OF CASH SURRENDER VALUE

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

VIII.    PREMIUM WAIVER

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

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

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

X.       TERMINATION OF AGREEMENT

         This  Agreement  shall  terminate  at the option of the Bank  following
thirty (30) days written  notice to the Insured upon the happening of any one of
the following:  (i) the Insured commits fraud, theft or embezzlement against the
Bank, or any subsidiary or Affiliate thereof;  (ii) the Insured commits a felony
or a crime  involving  moral  turpitude;  (iii) the  Insured  compromises  trade
secrets or other  proprietary  information  of the Bank,  or any  subsidiary  or
Affiliate thereof; (iv) the Insured breaches any non-solicitation agreement with
the Bank, or any subsidiary or Affiliate  thereof;  (v) the Insured breaches any
of the material terms of any employment  agreement entered into with the Bank or
Holding Company and, if given the right in any such employment agreement,  fails
to cure said breach in accordance  therewith;  (vi) the Insured  breaches any of
the material terms of this  Agreement;  (vii) the Insured engages in any grossly
negligent act or willful misconduct that causes, or could be reasonably expected
to cause,  harm to the  business,  operations  or reputation of the Bank, or any
subsidiary  or  Affiliate  thereof;  or (viii) the Bank,  or any  subsidiary  or
Affiliate  thereof,  is ordered to  terminate  any  employment  agreement by any
governmental  regulatory agency with supervisory authority over the Bank, or any
subsidiary or Affiliate thereof.:

         Upon such termination, the Insured (or beneficiary[ies] or assignee[s])
shall  have a ninety  (90)  day  option  to  receive  from the Bank an  absolute
assignment  of the  Policy  in  consideration  of a

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<PAGE>

cash payment to the Bank,  whereupon this Agreement shall  terminate.  Such cash
payment shall be the greater of:

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

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

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

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

XI.      INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS

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

XII.     AGREEMENT BINDING UPON THE PARTIES

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

XIII.    NAMED FIDUCIARY AND PLAN ADMINISTRATOR

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

XIV.     FUNDING POLICY

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

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<PAGE>


XV.      CLAIM PROCEDURES

         Claim  forms or  claim  information  as to the  subject  Policy  can be
obtained by contacting The Benefit  Marketing Group, Inc.  (770-952-1529).  When
the Named  Fiduciary  has a claim  which  may be  covered  under the  provisions
described in the Policy, it should contact the office named above, and they will
either complete a claim form and forward it to an authorized  representative  of
the  Insurer  or advise  the  named  Fiduciary  what  further  requirements  are
necessary.  The Insurer will evaluate and make a decision as to payment.  If the
claim is payable, a benefit check will be issued to the Named Fiduciary.

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

XVI.     GENDER

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

XVII.    INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT

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

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

THE VINTAGE BANK                            INSURED


By: _____________________________________   By: ________________________________
    Thomas H. Lowenstein                        Terry L. Robinson
    Chairman of the Board


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<PAGE>

Acceptance of Named Fiduciary Designation:

NORTH BAY BANCORP


By: _____________________________________
    Thomas F. Malloy
    Chairman of the Board


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<PAGE>


                          BENEFICIARY DESIGNATION FORM

Primary Designation:


Name                                        Relationship
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Contingent Designation:

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_____________, 2001



Signed:    ____________________________
           Terry L. Robinson


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</DOCUMENT>
