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NORTH BAY BANCORP
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Investor Contact: Terry L. Robinson
[NORTH BAY LOGO OMITTED] President & CEO
trobinson@northbaybancorp.com
707-252-5024
Media Contact: Stacey Heater-Divine
VP Marketing
sdivine@northbaybancorp.com
707-252-5078
NORTH BAY BANCORP NAMES NOMINEES FOR NEW CONSOLIDATED BOARD SEATS
Napa, CA - April 15, 2004 - North Bay Bancorp (Nasdaq: NBAN), holding company
for The Vintage Bank and Solano Bank, today announced the nominees for its Board
of Directors at its upcoming annual meeting of shareholders. These nominations
are part of the company's plan to simplify and streamline its corporate
structure by combining the Boards of both The Vintage Bank and Solano Bank with
the Board of Directors of North Bay Bancorp. Conditional on regulatory approval,
the charters of The Vintage Bank and Solano Bank will be combined in the near
future, with the banks operating as divisions of a single bank subsidiary of
North Bay Bancorp.
"Our vision is for North Bay Bancorp to be the premier independent financial
institution in the communities we serve for the next decade and beyond. We
believe these changes will provide long-term benefits for our shareholders and
customers, and greatly enhance the efficiency of our management team in
directing the operations of both banks and the holding company. The changes will
save management time, reduce costs and enhance our competitive position in the
market over the long run. Day-to-day operations of the banks will not be
affected; our customers and employees should see no changes," said Terry
Robinson, President and CEO.
At it's annual meeting of shareholders scheduled for May 6, 2004, shareholders
will be asked to vote on the expansion of the Board of Directors from 10 members
to 16 members, who will serve three year staggered terms. The nominees are as
follows:
Class C Directors nominated to serve a 3-year term:
David Gaw, NBAN Chairman, served as a director of The Vintage
Bank from 1984 until the Fall of 2003 and as Chairman of the
Board of the bank from 1992 to 1994. He continues to serve as
a director of Solano Bank and as Chairman of the NBAN
Nominating/Governance Committee.
Richard Long, NBAN Vice-Chairman, has served as a director of
NBAN since 1999 and serves as Chairman of the NBAN
Compensation Committee.
Conrad Hewitt, Chairman of the NBAN Audit Committee, has
served as a director of NBAN since 1999, is the financial
expert for the Board of Directors, and is a member of the NBAN
Compensation Committee.
Terry Robinson, President, Chief Executive Officer and
Director of NBAN, also served as President and Chief Executive
Officer of The Vintage Bank until April 2002. He has continued
to serve as a Director of Solano Bank and The Vintage Bank.
Class B Directors nominated to serve a 2-year term:
Tom Malloy, a past NBAN Chairman, has served as a director of
The Vintage Bank since 1984 and of NBAN since 1999. He is a
member NBAN's Compensation Committee and Nominating/Governance
Committee.
Fred Hearn has served as a director of Solano Bank and a
director of NBAN since 2000. He is a member of NBAN's
Compensation and Nominating/Governance Committees.
Connie Klimisch was appointed as a director of Solano Bank in 2002.
(more)
North Bay Nominates Board Members
April __, 2004
Page Two
Class A Directors nominated to serve a 1-year term:
Jim Tidgewell has served as a director of The Vintage Bank
since 1988 and Board Chairman since 2003. He has been a
director of NBAN since 1999 and is a member of NBAN's Audit
and Nominating/Governance Committees.
Tom Lowenstein has served as a director of The Vintage Bank
since 1988 and was Board Chairman from 2000 to 2003. He has
served as a director of NBAN since 1999 and is a member of
NBAN's Audit, Compensation and Nominating/Governance
Committees.
Tom Gavin has served as a director and Board Chairman of
Solano Bank since 2000. He has served as a director of NBAN
since 2000.
Should shareholders approve expansion of the Board of Directors, the Board plans
to appoint Lauren Ackerman, Dr. Andrew Nicks, Thomas Shelton, Jack Anthony,
Denise Suihkonen and Stephen Spencer to serve as members of the Board of
Directors.
"It was wonderful to have a stellar pool of candidates from which to choose our
nominees. The current directors of The Vintage Bank and Solano Bank have a depth
of experience and dedication to serving our community that is extraordinary,"
said David Gaw, Chairman. "It was a very difficult job to select among the
candidates for the Board of Directors, and we appreciate each of the Board
members for their selfless service to our company and our community. We hope
that those who were not selected to the North Bay Bancorp Board will honor us by
continuing to serve as members of the soon-to-be-organized Community Boards that
will provide advice and direction in serving the citizens of Napa and Solano
Counties."
ABOUT NORTHBAY BANCORP
North Bay Bancorp is the parent company of two community banks in the North Bay
Region of Northern California--The Vintage Bank based in Napa County and Solano
Bank based in Solano County. Both subsidiaries are full service commercial banks
offering a wide selection of deposit, loan and investment services to local
consumers and small business customers.
The Vintage Bank, which opened for business in 1985, currently operates five
banking offices in Napa County, Northern California's number one tourist
destination and the nation's premier wine producing region. The Bank's main
office and two branch offices are located in the City of Napa. Vintage also has
a branch in the City of St. Helena, a branch on Airport Road in the Southern
industrial area of Napa County and an off-site ATM facility in Yountville.
Solano Bank, which opened in July 2000, operates offices in the primary cities
along the I-80 corridor of Solano County. The Bank's main office is located in
Vacaville, with branch offices in Fairfield, Vallejo and Benicia and an off-site
ATM facility in downtown Fairfield. This region, projected to be the fastest
growing county in Northern California through year 2020, is attracting people
with a quality lifestyle, affordable housing and business-friendly attitude.
This news release contains forward-looking statements with respect to the
financial condition, results of operation and business of North Bay Bancorp and
its subsidiaries. These include, but are not limited to, statements that relate
to or are dependent on estimates or assumptions relating to shareholder
elections, regulatory approvals for charter consolidation and the prospects of
loan growth, credit quality and certain operating efficiencies resulting from
the operations of The Vintage Bank and Solano Bank. These forward-looking
statements involve certain risks and uncertainties. Factors that may cause
actual results to differ materially from those contemplated by such
forward-looking statements are detailed in the North Bay Bancorp reports filed
with the Securities and Exchange Commission.
Note: Transmitted on Business Wire on April ___, 2004 at ___ _.m. PDT