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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

          Indicate by check mark whether the registrant (1) has 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.

          Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

          Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

          The aggregate market value of voting stock held by non-affiliates of the registrant based on the closing sale price of the registrant’s common stock on June 28, 2002, was $42,014,730.

          The number of shares outstanding of the registrant’s common stock as of  March 28, 2003: 2,311,189

          Portions of the registrant’s 2002 Annual Report to Shareholders are incorporated by reference into Part II of this Form 10-K.

          Portions of the registrant’s definitive Proxy Statement for its Annual Meeting of Shareholders to be held on May 19, 2003 are incorporated by reference into Part III of this Form 10-K.

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Form 10-K
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          This report contains certain forward-looking statements with respect to the financial condition, results of operations, plans, objectives and business of Bay Banks of Virginia, Inc. and its subsidiaries.  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 include, among others, the following:  (a) competitive pressure in the financial services industry increases significantly;  (b) changes in the interest rate environment that reduce margins;  (c) general economic conditions, either nationally or regionally, are less favorable than expected, resulting in, among other things, a deterioration in credit quality;  (d) changes occur in the financial services regulatory environment; and  (e) changes occur in the securities markets.

PART I

ITEM 1:  BUSINESS

Nature of Business.  Bay Banks of Virginia, Inc. (the “Company”) is a bank holding company that conducts substantially all of its operations through its subsidiaries, Bank of Lancaster (the “Bank”), and Bay Trust Company (the “Trust Company”).  Bay Banks of Virginia, Inc. was incorporated under the laws of the Commonwealth of Virginia on June 30, 1997, in connection with the holding company reorganization of the Bank of Lancaster.

The Bank is a state-chartered bank and a member of the Federal Reserve System.  The Bank services individual and commercial customers, the majority of which are in the Northern Neck of Virginia, by providing a full range of banking and related financial services, including checking, savings, other depository services, commercial and industrial loans, residential and commercial mortgages, home equity loans, and consumer installment loans.

The Bank has two offices located in Kilmarnock, Virginia, one office in White Stone, Virginia, one office in Warsaw, Virginia, one office in Montross, Virginia, one office in Heathsville, Virginia, and one office in Callao, Virginia.  A substantial amount of the Bank’s deposits are interest bearing, and the majority of the Bank’s loan portfolio is secured by real estate.  Deposits of the Bank are insured by the Bank Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”).  The Bank opened for business in 1930 and has partnered with the community to ensure responsible growth and development since that time. 

In August of 1999, Bay Banks of Virginia formed Bay Trust Company.  This subsidiary of the Company was created to purchase and manage the assets of the trust department of the Bank of Lancaster.  The sale and transfer of assets from the Bank to the Trust Company was completed as of the close of business on December 31, 1999.  As of January 1, 2000, the Bank of Lancaster no longer owned or managed the trust function, and thereby no longer receives an income stream from the trust department.  Income generated by the Trust Company is consolidated with the Bank’s income and the Company’s income for the purposes of the Company’s consolidated financial statements.  The Trust Company opened for business on January 1, 2000 in its permanent location on Main Street in Kilmarnock, Virginia.

The Trust Company offers a broad range of trust and related fiduciary services.  Among these are testamentary trusts, revocable and irrevocable personal, managed agency, and custodial trusts, as well as discount brokerage services.

The Company’s marketplace is situated on the “Northern Neck” peninsula of Virginia’s western shore.  The “Northern Neck” includes the counties of Lancaster, Northumberland, Middlesex, Richmond, and Westmoreland.  The Company’s primary trading area is dominated by smaller, retired households with relatively high per capita incomes.  Growth in households, employment, and retail sales is moderate but the local economic conditions are stable as growth has been positive for several years.  Health care, tourism, and related services are the major employment sectors in the “Northern Neck.”

The Company had $263,060,149 in total assets and $231,516,181 in total deposits as of December 31, 2002.  Net earnings for the year ended December 31, 2002, were $2,301,401.  Loan demand was steady as net loans increased to $168,442,156. 

Lending Activities.  Through the Bank of Lancaster, the Company provides a wide range of real estate, consumer, and commercial lending services to its customers in its market area.

Real Estate Lending.  The Bank’s real estate loan portfolio is the largest segment of the loan portfolio.  Loans secured by real estate increased to $140,343,743 during 2002.  This balance is 82.6% of total loans outstanding.  The Bank offers fixed and adjustable rate loans on one-to-four family residential properties.  These mortgages are underwritten and documented within the guidelines of the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”).  The Bank underwrites mainly adjustable rate mortgages as the marketplace allows.  Construction loans with a twelve-month term are also a major component of the Bank’s portfolio.  Underwritten at 80% loan to value, and to qualified builders and individuals, these loans are disbursed as construction progresses and verified by Bank inspection.  The Bank also offers commercial loans that are secured by real estate.  These loans are typically written at 80% loan to value and are either variable with the prime rate of interest, or adjustable in one, three, or five year terms.

The Company also offers secondary market loan origination.  Through the Bank, customers may apply for a home mortgage that will be underwritten in accordance with the guidelines of the Federal Home Loan Mortgage

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Corporation.  These loans are then sold into the secondary market on a loan by loan basis.  The Bank earns origination fees through offering this service.  Customers, upon approval, receive a fixed or adjustable rate of interest with amortization terms up to 30 years.  Since these loans are sold into the secondary market, the Company earns no future interest income, nor does it incur any interest rate or re-pricing risk.

Consumer Lending.  Consumer loans totaled $9,995,591 as of December 31, 2002, which amount to 5.9% of the total loans outstanding.  In an effort to offer a full range of services, the Bank’s consumer lending includes automobile and boat financing, home improvement loans, and unsecured personal loans.  These loans historically entail greater risk than loans secured by real estate, but also offer a higher return.

Commercial Lending.  Commercial lending activities include small business loans, asset based loans, and other secured and unsecured loans and lines of credit.  Commercial loan balances were $16,762,800 at year-end 2002 and 9.9% of total loans outstanding.  Commercial lending may entail greater risk than residential mortgage lending, and is therefore underwritten with strict risk management standards.  Among the criteria for determining the borrower’s ability to repay is a cash flow analysis of the business and business collateral.

Business Development.  The Bank offers several services to commercial customers.  These services include Analysis Checking, Cash Management Deposit Accounts, Wire Services, Direct Deposit Payroll Service, and a full line of Commercial Lending options.  The Bank also offers Small Business Administration “Low Document” Loan products.  This allows commercial customers to apply for favorable rate loans for the development of business opportunities, while providing the Bank with a partial guarantee of the outstanding loan balance.

Bay Services Company, Inc.  The Bank has one wholly owned subsidiary, Bay Services Company, Inc., a Virginia corporation organized in 1994 (“Bay Services”).  Bay Services owns an interest in a land title insurance agency, Bankers Title of Fredericksburg, which generally sells title insurance to mortgage loan customers, including customers of the Bank and the other financial institutions that have an ownership interest in the agency.  Bay Services has also invested in an insurance and investment services agency, Bankers Investment Group.  This agency will provide the Bank’s non-deposit products department with insurance and investment products for marketing within the Bank’s primary marketing area.

Competition.  The Bank’s marketplace is highly competitive, and the Bank is subject to competition from a variety of commercial banks and financial service companies.  For deposits, the Bank competes with statewide banking institutions, local community banks, major investment brokerage companies, insurance companies, and other issuers of money markets and mutual fund products.  For loans, the Bank competes with other commercial banks, savings and loans, credit unions, major investment brokerage companies, and consumer finance companies.  As the marketplace continues to develop, the Bank expects competition to increase.

Supervision and Regulation.  Bank holding companies and banks are regulated under both federal and state law.  The Company is subject to regulation by the Federal Reserve.  Under the Bank Holding Company Act of 1956, the Federal Reserve exercises supervisory responsibility for any non-bank acquisition, merger or consolidation.  In addition, the Bank Holding Company Act limits the activities of a bank holding company and its subsidiaries to that of banking, managing or controlling banks, or any other activity that is closely related to banking.  In addition, the Company is registered under the bank holding company laws of Virginia, and as such is subject to regulation and supervision by the State Corporation Commission Bureau of Financial Institutions.

The following description summarizes the significant state and Federal laws to which the Company and the Bank are subject.  To the extent statutory or regulatory provisions or proposals are setforth, the description is qualified in its entirety by reference to the particular statutory or regulatory provisions or proposals.

The Bank is supervised and regularly examined by the Federal Reserve and the Commonwealth of Virginia’s State Corporation Commission Bureau of Financial Institutions.  These on-site examinations verify compliance with regulations governing corporate practices, capitalization, and safety and soundness.  Further, the Bank is subject to the requirements of the Community Reinvestment Act (the “CRA”).  The CRA requires financial institutions to meet the credit needs of the local community, including low to moderate-income needs.  Compliance with the CRA is monitored through regular examination by the Federal Reserve.

Federal Reserve regulations permit bank holding companies to engage in non-banking activities closely related to banking or to managing or controlling banks.  These activities include the making or servicing of loans, performing certain data processing services, and certain leasing and insurance agency activities.

The Company owns 100% of the stock of the Bank of Lancaster.  The Bank is prohibited by the Federal Reserve from holding or purchasing its own shares except in limited circumstances.  Further, the Bank is subject to certain requirements as imposed by state banking statutes and regulations.  The Bank is limited by the Federal Reserve regarding what dividends it can pay the Company.  Any dividend in excess of the total of the Bank’s net profit for that year plus retained earnings from the prior two years must be approved by the proper regulatory agencies.  Further, under the Federal Deposit Insurance Corporation Improvement Act of 1991 (the “FDICIA”), insured depository institutions are prohibited from making capital distributions, if, after making such distributions, the institution would become “undercapitalized” as defined by regulation.  Based upon the Bank’s current financial position, it is not anticipated that this statute will impact the continued operation of the Bank.

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As a bank holding company, Bay Banks of Virginia is required to file with the Federal Reserve an annual report and such additional information as it may require pursuant to the Bank Holding Company Act.  The Federal Reserve may also conduct examinations of the Company and any or all of its subsidiaries.

Capital Requirements.  The Federal Reserve, the Office of the Comptroller of the Currency (the “OCC”) and the FDIC have issued substantially similar risk-based and leverage capital guidelines applicable to banking organizations.  In addition, those regulatory agencies may from time to time require that a banking organization maintain capital above the minimum levels because of its financial condition or actual or anticipated growth.  Under the risk-based capital requirements of these federal bank regulatory agencies, the Company and the Bank are required to maintain a minimum ratio of total capital to risk-weighted assets of 8%.  At least half of the total capital is required to be “Tier 1 capital”, which consists principally of common and certain qualifying preferred shareholders’ equity, less certain intangibles and other adjustments.  The remainder (“Tier 2 capital”) consists of a limited amount of subordinated and other qualifying debt (including certain hybrid capital instruments) and a limited amount of the general loan loss allowance.  The Tier 1 and total capital to risk-weighted asset ratios of the Company as of December 31, 2002 were 11.5% and 12.5%, respectively, exceeding the minimum requirements.

          In addition, each of the federal regulatory agencies has established a minimum leverage capital ratio (Tier 1 capital to average risk-weighted assets) (“Tier 1 leverage ratio”).  These guidelines provide for a minimum Tier 1 leverage ratio of 4% for banks and bank holding companies that meet certain specified criteria, including that they have the highest regulatory examination rating and are not contemplating significant growth or expansion.  The Tier 1 leverage ratio of the Company as of December 31, 2002, was 7.9%, which is well above the minimum requirement.  The guidelines also provide that banking organizations that are experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels, without significant reliance on intangible assets.

Deposit Insurance. Pursuant to FDICIA, the FDIC adopted a risk-based assessment system for insured depository institutions that takes into account the risks attributable to different categories and concentrations of assets and liabilities.  The risk-based system assigns an institution to one of three capital categories:  (i) well-capitalized, (ii) adequately capitalized, or (iii) undercapitalized.  The FDIC also assigns an institution to one of three supervisory subgroups within each capital group.  The supervisory subgroup to which an institution is assigned is based on an evaluation provided to the FDIC by the institution’s primary federal regulator and information which the FDIC determines to be relevant to the institution’s financial condition and the risk posed to the deposit insurance funds (which may include, if applicable, information provided by the institution’s state supervisor).  An institution’s insurance assessment rate is then determined based on the capital category and supervisory category to which it is assigned.

Under the final risk-based assessment system there are nine assessment risk classifications (i.e., combinations of capital groups and supervisory subgroups) to which different assessment rates are applied.  Assessment rates for deposit insurance currently range from zero basis points ($2,000 minimum) to 27 basis points.  The capital and supervisory subgroup to which an institution is assigned by the FDIC is confidential and may not be disclosed.  A bank’s rate of deposit insurance assessments will depend upon the category and subcategory to which the bank is assigned by the FDIC.  Any increase in insurance assessments could have an adverse effect on the earnings of insured institutions, including the Bank.

Safety and Soundness Standards.  The FDIC has adopted guidelines that establish standards for safety and soundness of banks.  They are designed to identify potential safety and soundness problems and ensure that banks address those concerns before they pose a risk to the deposit insurance fund.  If the FDIC determines that an institution fails to meet any of these standards, the agency can require the institution to prepare and submit a plan to come into compliance.  If the agency determines that the plan is unacceptable or is not implemented, the agency must, by order, require the institution to correct the deficiency.

The FDIC also has safety and soundness regulations and accompanying guidelines on asset quality and earnings standards.  The guidelines provide six standards for establishing and maintaining a system to identify problem assets and prevent those assets from deteriorating.  The guidelines also provide standards for evaluating and monitoring earnings and for ensuring that earnings are sufficient to maintain adequate capital and reserves.  If an institution fails to comply with a safety and soundness standard, the agency may require the institution to submit and implement an acceptable compliance plan, or face enforcement action.

The Gramm-Leach-Bliley Act of 1999.  The Gramm-Leach-Bliley Act of 1999 (“GLBA”) was signed into law on November 12, 1999.  The main purpose of GLBA is to permit greater affiliations within the financial services industry, primarily banking, securities and insurance.  The provisions of GLBA that are believed to be of most significance to the Company are discussed below.

GLBA repealed sections 20 and 32 of the Glass-Steagall Act, which separated commercial banking from investment banking, and substantially amends the Bank Holding Company Act which limited the ability of bank holding companies to engage in the securities and insurance businesses.  To achieve this purpose, GLBA created a new type of company, the “financial holding company.”  A financial holding company may engage in or acquire companies that engage in a broad range of financial services, including

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A bank holding company may elect to become a financial holding company only if all of its depository institution subsidiaries are well-capitalized, well-managed and have at least a satisfactory CRA rating.  For various reasons, the Company has not elected to be treated as a financial holding company.

GLBA establishes a system of functional regulation under which the federal banking agencies regulate the banking activities of financial holding companies and banks’ financial subsidiaries, the Securities and Exchange Commission regulate their securities activities and state insurance regulators will regulate their insurance activities.

GLBA and certain regulations issued by federal banking agencies also provide protection against the transfer and use by financial institutions of consumer’s nonpublic personal information.  A financial institution must provide to its customers, at the beginning of the customer relationship and annually thereafter, the institution’s policies and procedures regarding the handling of customers’ nonpublic personal financial information.  The privacy provisions generally prohibit a financial institution from providing a customer’s personal financial information to unaffiliated third parties unless the institution discloses to the customer that the information may be so provided and the customer is given the opportunity to opt out of such disclosure.

Neither the provisions of GLBA nor the act’s implementing regulations have had a material impact on the Company’s or the Bank’s regulatory capital ratios (as discussed above) or ability to continue to operate in a safe and sound manner.

Recent Legislation.

          USA Patriot Act of 2001.    In October 2001, the USA Patriot Act of 2001 was enacted in response to the terrorist attacks in New York, Pennsylvania and Washington, D.C. which occurred on September 11, 2001. The Patriot Act is intended to strengthen U.S. law enforcement and the intelligence communities’ abilities to work cohesively to combat terrorism on a variety of fronts. The potential impact of the Patriot Act on financial institutions of all kinds is significant and wide ranging. The Patriot Act contains sweeping anti-money laundering and financial transparency laws and imposes various regulations, including standards for verifying client identification at account opening, and rules to promote cooperation among financial institutions, regulators and law enforcement entities in identifying parties that may be involved in terrorism or money laundering.

          Sarbanes-Oxley Act of 2002.    On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002 (the “SOA”). The stated goals of the SOA are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The SOA is the most far-reaching U.S. securities legislation enacted since the 1930’s. 

The SOA generally applies to all companies that file or are required to file periodic reports pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), including banks regulated by the FDIC. The SOA includes very specific additional disclosure requirements and new corporate governance rules, requires the Securities and Exchange Commission (the “SEC”) and securities exchanges to adopt extensive additional disclosure, corporate governance and other related rules and mandates further studies of specified issues by the SEC. The SOA represents significant federal involvement in matters traditionally left to state regulatory systems, such as the regulation of the accounting profession, and to state corporate law, such as the relationship between a board of directors and management and between a board of directors and its committees.

          The SOA addresses, among other matters:

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The SOA contains provisions that became effective upon enactment on July 30, 2002 and provisions that will become effective from within 30 days to one year from enactment. The SEC has been delegated the task of enacting rules to implement various provisions with respect to, among other matters, disclosure in periodic filings pursuant to the Exchange Act.

Index of Statistical Tables:

Table I
Average Balances, Income and Expense, Yields, and Rates