FNB BANCORP/CA/ (Form: 8-K, Received: 07/26/2006 11:38:41)

United States
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

July 21, 2006

FNB BANCORP
(Exact name of registrant as specified in its charter)

California
(State or other jurisdiction of incorporation)

000-49693 92-2115369
(Commission File Number) (IRS Employer Identification No.)

975 El Camino Real, South San Francisco, California 94080
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (650) 588-6800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement.

On July 21, 2006, First National Bank of Northern California (the "Bank"), the wholly owned subsidiary of the registrant (FNB Bancorp), entered into amendments of the Salary Continuation Agreements previously executed with Jim D. Black (President of the Bank and FNB Bancorp), Anthony J. Clifford (Executive Vice President and Chief Operating Officer of the Bank and FNB Bancorp), and James B. Ramsey (Senior Vice President and Chief Financial Officer of the Bank and FNB Bancorp). The purpose for these amendments was to bring each Salary Continuation Agreement into full compliance with the requirements of Internal Revenue Code Section 409A, effective January 1, 2005. Copies of the amendments are attached to this report as Exhibits 99.37, 99.38 and 99.39, respectively, and are incorporated here by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.37    Amendment of Salary Continuation Agreement with
         Jim D. Black

99.38    Amendment of Salary Continuation Agreement with
         Anthony J. Clifford

99.39    Amendment of Salary Continuation Agreement with
         James B. Ramsey

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FNB BANCORP (Registrant)

Dated:  July 21, 2006.                            By: /s/ JAMES B. RAMSEY
                                                      --------------------------
                                                      James B. Ramsey
                                                      Senior Vice President and
                                                      Chief Financial Officer

Exhibit 99.37

409A Amendment to the
FIRST NATIONAL BANK OF NORTHERN CALIFORNIA
Salary Continuation Agreement for
JIM BLACK

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA ("Company") and JIM BLACK ("Executive") originally entered into the FIRST NATIONAL BANK OF NORTHERN CALIFORNIA Salary Continuation Agreement ("Agreement") on September 14, 2004. Pursuant to Section 6.1 of the Agreement, the Company and the Executive hereby adopt this 409A Amendment, effective January 1, 2005.

RECITALS

This 409A Amendment is intended to bring the Agreement into full compliance with the requirements of Internal Revenue Code Section 409A.

Therefore, the following changes shall be made:

1. Section 2.6 shall be added to the Agreement and shall read as follows:

Notwithstanding anything to the contrary in this Agreement, to the extent that any benefit under this Agreement is intended by the parties hereto to provide for a benefit distribution upon "Termination of Employment," "Termination of Service," or other similar severance from employment event (as contemplated in Section 409A(a)(2)(A)(i)), such distribution shall not be deemed a permissible distribution and will not be made to the Executive unless and until such event complies in all respects with the applicable rules and regulations set forth under
Section 409A of the Code regarding a "Separation from Service" distribution.

2. A new Section 2.7 shall be added to the Agreement, and shall read as follows:

Restriction on Timing of Distribution. Notwithstanding any provision of this Agreement to the contrary, distributions to Executive may not commence earlier than six (6) months after the date of a Separation from Service if, pursuant to Section 409A of the Code and regulations and guidance promulgated there under, Executive is considered a "specified employee" under Section 416(i) of the Code. In the event a distribution is delayed pursuant to this Section 2.6, the originally scheduled payment shall be delayed for 6 months, and shall commence instead on the first day of the seventh month following the delay. If payments are scheduled to be made in installments, the first six months of installment payments shall be delayed, aggregated, and paid instead on the first day of the seventh month, after which all installment payments shall be made on their regular schedule. If payment is scheduled to be made in a lump sum, the lump sum payment shall be delayed for six months and instead be made on the first day of the seventh month.

3. A new Section 6.3 shall be added to the Agreement and shall read as follows:

6.3 Should the Company or the Executive amend or terminate this Agreement pursuant to Sections 6.1 or 6.2 above, any such amendment or termination shall in all respects comply with Section 409A of the Code, including but not limited to, the restrictions on distributions following plan termination and the rules governing subsequent changes to distribution elections.

Therefore, the foregoing changes are agreed to.

/s/ JAMES B. RAMSEY                            /s/ JIM D. BLACK
-------------------------------                ---------------------------------
JAMES B. RAMSEY For the Company                JIM D. BLACK


Date July 21, 2006                             Date July 21, 2006

Exhibit 99.38

409A Amendment to the
FIRST NATIONAL BANK OF NORTHERN CALIFORNIA
Salary Continuation Agreement for
ANTHONY CLIFFORD

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA ("Company") and ANTHONY CLIFFORD ("Executive") originally entered into the FIRST NATIONAL BANK OF NORTHERN CALIFORNIA Salary Continuation Agreement ("Agreement") on September 14, 2004. Pursuant to Section 6.1 of the Agreement, the Company and the Executive hereby adopt this 409A Amendment, effective January 1, 2005.

RECITALS

This 409A Amendment is intended to bring the Agreement into full compliance with the requirements of Internal Revenue Code Section 409A.

Therefore, the following changes shall be made:

4. Section 2.6 shall be added to the Agreement and shall read as follows:

5. A new Section 2.7 shall be added to the Agreement, and shall read as follows:

6. A new Section 6.3 shall be added to the Agreement and shall read as follows:

Therefore, the foregoing changes are agreed to.

/s/ JAMES B. RAMSEY                            /s/ ANTHONY CLIFFORD
-------------------------------                ---------------------------------
JAMES B. RAMSEY For the Company                ANTHONY CLIFFORD


Date July 21, 2006                             Date July 21,2006

Exhibit 99.39

409A Amendment to the
FIRST NATIONAL BANK OF NORTHERN CALIFORNIA
Salary Continuation Agreement for
JAMES B. RAMSEY

The FIRST NATIONAL BANK OF NORTHERN CALIFORNIA ("Company") and JAMES B. RAMSEY ("Executive") originally entered into the FIRST NATIONAL BANK OF NORTHERN CALIFORNIA Salary Continuation Agreement ("Agreement") on December 31, 1999, which was subsequently amended and restated on December 14, 2001, and September 14, 2004. Pursuant to Section 6.1 of the Agreement, the Company and the Executive hereby adopt this 409A Amendment, effective January 1, 2005.

RECITALS

This 409A Amendment is intended to bring the Agreement into full compliance with the requirements of Internal Revenue Code Section 409A. In addition, this amendment changes the timing of the Executive's Normal Retirement Benefit to a specified date, as permitted under the 409A transition rules, provided that the change does not cause new payments to be made in 2006 or change payments already scheduled to be made in 2006.

Therefore, the following changes shall be made:

7. Section 1.10 Normal Retirement Date shall be deleted in its entirety.

8. Sections 2.1, 2.1.1, and 2.1.2 shall be deleted in their entirety and replaced with the following Section 2.1:

2.1 Normal Retirement Benefit. The Normal Retirement Benefit under this
Section shall be an annual amount equal to seventy thousand dollars ($70,000). The Company shall pay the annual benefit to the Executive in twelve (12) equal monthly installments commencing on January 1, 2007. Such installment payments to the Executive shall continue for a period of twenty (20) years. This benefit shall be paid in lieu of any other benefit under this Agreement. In addition, the Company, in its sole discretion, may increase the annual benefit under this Section 2.1, provided any such increase shall be reflected on a new Schedule A.

9. Section 2.6 shall be added to the Agreement and shall read as follows:

10. A new Section 2.7 shall be added to the Agreement, and shall read as follows:

11. A new Section 6.3 shall be added to the Agreement and shall read as follows:

Therefore, the foregoing changes are agreed to.

/s/ JAMES D. BLACK                             /s/ JAMES B. RAMSEY
-------------------------------                ---------------------------------
JAMES D. BLACK For the Company                 JAMES B. RAMSEY


Date: July 21, 2006                            Date: July 21, 2006