EXHIBIT 4.4

                                                                       Exhibit C

                          SUMMARY OF RIGHTS TO PURCHASE
                                PREFERRED SHARES

            On October 28,  2002,  the Board of  Directors  of NORTH BAY BANCORP
(the  "Company")  declared a dividend of one preferred  share  purchase right (a
"Right") for each  outstanding  share of common stock, no par value (the "Common
Shares"),  of the  Company.  The  dividend is payable on November  15, 2002 (the
"Record Date") to the  shareholders  of record on that date. Each Right entitles
the registered  holder to purchase from the Company one one-hundredth of a share
(a "Unit") of Series A Preferred Stock, no par value (the Preferred  "Stock") of
the Company, at a price of $90.00 per Unit Share (the "Purchase Price"), subject
to adjustment. The description and terms of the Rights are set forth in a Rights
Agreement  (the  "Rights  Agreement")  between  the Company  and  Registrar  and
Transfer Company as Rights Agent (the "Rights Agent").

            Until  the  earliest  to  occur  of (a) 10 days  following  a public
announcement  that a person or group of  affiliated  or  associated  persons (an
"Acquiring Person") has acquired,  or obtained the right to acquire,  beneficial
ownership or record  ownership of 10% or more of the outstanding  Common Shares;
(b) 10 days following the  commencement  of, or  announcement of an intention to
make, a tender offer or exchange offer the consummation of which would result in
the beneficial ownership or record ownership by a person or group of 10% or more
of such  outstanding  Common  Shares;  or (c) the  date a  person  or  group  of
affiliated or associated persons is or becomes the beneficial or record owner of
10% or more of the  outstanding  Common  Shares and (i) the actions  such person
proposes to take are likely to have a material adverse impact on the business or
prospects  of the  Company;  (ii) such  person  intends to cause the  Company to
repurchase the Common Shares owned by such person;  (iii) such person  exercises
or attempts to exercise a controlling  influence over the Company;  or (iv) such
person transfers all or a portion of such Common Shares in a manner that results
in a person owning 9.9% or more of the Common Shares (an "Adverse  Person") (the
earliest of such dates being called the "Distribution Date"), the Rights will be
evidenced,  with respect to any of the Common Share certificates  outstanding as
of the Record Date, by such Common Share certificate with a copy of this Summary
of Rights attached thereto.

            The Rights Agreement provides that, until the Distribution Date, the
Rights  will be  transferred  with and only with the  Common  Shares.  Until the
Distribution  Date (or earlier  redemption  or  expiration  of the Rights),  new
Common Share  certificates  issued after the Record Date,  upon  transfer or new
issuance  of Common  Shares  will  contain a notation  incorporating  the Rights
Agreement by reference.  Until the Distribution  Date (or earlier  redemption or
expiration of the Rights),  the surrender for transfer of any  certificates  for
Common Shares,  outstanding as of the Record Date, even without such notation or
a copy of this Summary of Rights being attached  thereto,  will also  constitute
the transfer of the Rights associated with the Common Shares represented by such
certificate.  As soon as practicable  following the Distribution Date,  separate
certificates  evidencing  the Rights  ("Right  Certificates")  will be mailed to
holders of


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record of the Common Shares as of the close of business on the Distribution Date
and such separate Right Certificates alone will evidence the Rights.

            Because  of the  nature  of the  dividend,  liquidation  and  voting
rights,  the value of each Unit of Preferred Stock  purchasable upon exercise of
the Rights should approximate the value of one Common Share.

            The Rights are not  exercisable  until the  Distribution  Date.  The
Rights will expire on October 28, 2012 (the "Final Expiration Date"), unless the
Final  Expiration Date is extended or unless the Rights are earlier  redeemed by
the Company, in each case, as described below.

            The  Purchase  Price  payable,  and the number of Units of Preferred
Stock or other securities or property issuable,  upon exercise of the Rights are
subject to adjustment from time to time to prevent  dilution (i) in the event of
a stock dividend on, or a subdivision,  combination or reclassification  of, the
Preferred Stock,  (ii) upon the grant to holders of the Units of Preferred Stock
of certain rights or warrants to subscribe for or purchase  Preferred Stock at a
price, or securities  convertible into Preferred Stock with a conversion  price,
less than the then current market price of the Preferred Stock or (iii) upon the
distribution  to  holders  of the  Units  of  Preferred  Stock of  evidences  of
indebtedness or assets  (excluding  regular  periodic cash dividends paid out of
earnings or retained  earnings or dividends  payable in  Preferred  Stock) or of
subscription rights or warrants (other than those referred to above).

            In the  event  that the  Company  is  acquired  in a merger or other
business  combination  transaction or 50% or more of its consolidated  assets or
earning power are sold, each holder of a Right will thereafter have the right to
receive,  upon the exercise  thereof at the then current  exercise  price of the
Right,  that number of shares of common stock of the acquiring  company which at
the time of such  transaction will have a market value of two times the exercise
price of the Right. In the event that any Person becomes an Acquiring  Person or
an Adverse Person,  each holder of a Right, other than Rights beneficially owned
by the Acquiring Person or Adverse Person (which will thereafter be void),  will
thereafter  have the right to  receive  upon  exercise  that  number of Units of
Preferred  Stock having a market  value of two times the  exercise  price of the
Right,  but in no event will the  purchase  price per share be less than the par
value of the Preferred Stock.

            At any time after the date an Acquiring  Person  obtains 10% or more
of the  Company's  Common Shares and prior to the  acquisition  by the Acquiring
Person of 50% of the outstanding Common Shares, the Company's Board of Directors
may exchange the Rights (other than Rights owned by the Acquiring  Person or its
affiliates),  in whole or in part, for Common Shares at an exchange ratio of one
Common Share per Right (subject to adjustment for stock splits,  stock dividends
and or similar transactions which occur after the date of the Rights Agreement).

            With certain exceptions, no adjustment in the Purchase Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
such  Purchase  Price.  No  fractional  Units of  Preferred  Stock  (other  than
fractions which are integral multiples of one one-hundredth)  will be issued and
in lieu thereof, an adjustment in cash will be made based on the market price of
the  Units  of  Preferred  Stock on the last  trading  day  prior to the date of
exercise.


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            At any time prior to the date a Person  becomes an Acquiring  Person
or an Adverse  Person,  the Board of  Directors  of the  Company  may redeem the
Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption
Price").  Immediately  upon any redemption of the Rights,  the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.

            The terms of the Rights may be amended by the Board of  Directors of
the Company  without the  consent of the  holders of the  Rights,  including  an
amendment  to  extend  the  Final  Expiration  Date  and,  provided  there is no
Acquiring Person or Adverse Person, to extend the period during which the Rights
may be redeemed,  except that from and after such time as any person  becomes an
Acquiring Person or an Adverse Person no such amendment may adversely affect the
interests of the holders of the Rights.

            Until a Right is exercised,  the holder thereof,  as such, will have
no rights as a shareholder of the Company,  including,  without limitation,  the
right to vote or to receive dividends.

            The Rights have certain anti-takeover effects. The Rights will cause
substantial  dilution to a person or group that  attempts to acquire the Company
on terms not approved by the,  Company's Board of Directors,  except pursuant to
an offer  conditioned  on a  substantial  number of Rights being  acquired.  The
Rights  should  not  interfere  with any  merger or other  business  combination
approved  by the Board of  Directors  because  the Rights may be redeemed by the
Company at the Redemption Price prior to the occurrence of a Distribution Date.

            A copy of the Rights  Agreement  has been filed with the  Securities
and Exchange  Commission as an Exhibit to a  Registration  Statement on Form 8-A
dated  October __,  2002. A copy of the Rights  Agreement  is available  free of
charge from the Company. This summary description of the Rights does not purport
to be complete  and is  qualified  in its  entirety by  reference  to the Rights
Agreement, which is hereby incorporated herein by reference.


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