FNB BANCORP/CA/ (Form: 8-K, Received: 02/27/2009 16:13:03)

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)

February 26, 2009

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):


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

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

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

o	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 February 27, 2009, as part of the Troubled Asset Relief Program (“TARP”) Capital Purchase Program of the United States Department of the Treasury (“Treasury”), FNB Bancorp (the “Company”) entered into a Letter Agreement and Securities Purchase Agreement (collectively, the”Purchase Agreement”) with Treasury , pursuant to which the Company (i) sold to Treasury 12,000 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”), having a liquidation preference amount of $1,000 per share, for a purchase price of $12,000,000 in cash, and (ii) issued to Treasury a warrant (the “Warrant”) to purchase 600.006 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B (the “Sereis B Preferred Stock”), at an exercise price of $0.01 per share. Immediately after the issuance of the Warrant, Treasury exercised the Warrant in a cashless exercise resulting in the net issuance of 600 shares of the Series B Preferred Stock, having a liquidation preference amount of $1,000 per share, to Treasury.

The Series A Preferred Stock entitles its holder(s) to cumulative dividends on the liquidation preference amount on a quarterly basis at a rate of 5% per annum for the first five years, and 9% per annum thereafter. The Series B Preferred Stock entitles its holder(s) to cumulative dividends on the liquidation preference amount on a quarterly basis at a rate of 9% per annum from the date of issuance. Tthe Series A and Series B Preferred Stock are redeemable at the option of the Company in whole or in part at a redemption price of 100% of the liquidation preference amount plus any accrued and unpaid dividends, provided that such stock may be redeemed prior to the first dividend payment date falling after the third anniversary of the issue date (i.e., prior to February 27, 2012) only if (i) the Company has raised aggregate gross proceeds in one or more Qualified Equity Offerings (as defined below) of at least $3,000,000 (in the case of the Series A Preferred Stock) and $150,000 (in the case of the Series B Preferred Stock) and (ii) the aggregate redemption price does not exceed the aggregate net proceeds from such Qualified Equity Offerings. None of the shares of Series A Prweferred Stock may be redeemed until all of the shares of Series B Preferred Stock have been redeemed. A “Qualified Equity Offering” is defined as the sale for cash by the Company of common stock or preferred stock that qualifies as Tier 1 capital under applicable regulatory capial guidelines. The restrictions on redemption and other terms of the Series A and Series B Preferred Stock are set forth in the certificates of determination for the Series A and Series B Preferred Stock described in Item 5.03 below.

Neither the Series A Preferred Stock nor the Series B Preferred is subject to any contractual restrictions on transfer. The Company is required to take all steps as may be reasonably requested by Treasury to facilitate the transfer of the Series A and Series B Preferred Stock.

The Purchase Agreement also subjects the Company and its senior executive officers to executive compensation limitations included in the Emergency Economic Stabilization Act of 2008 (the “EESA”) and related Treasury regulations. In this connection, each of the Company’s five executive officers to be named in the compensation tables in the Company’s next annual meeting proxy statement (i) entered into a Compensation Modification Agreement with the Company, acknowledging that the EESA executive compensation limits and related Treasury regulations may require modification of their compensation plans, agreements and other arrangements to the extent these relate to the period during which Treasury holds any securities of the Company acquired through the TARP Capital Purchase Program and (ii) executed a waiver voluntarily waiving any claim against Treasury of the Company for any changes to such executive officer’s compensation plans, agreements or arrangements that are required to comply with the requirements of the EESA and the rules and regulations under EESA.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 is incorporated by reference into this Item 3.02. The issuance and sale of the Series A Preferred Stock, Warrant and Series B Preferred Stock was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) of the Securities Act. The Company has not engaged in a general solicitation or advertising with regard to the issuance and sale of such securities and has not offered securities to the public in connection with this issuance and sale.

Item 3.03. Material Modification to Rights of Securities Holders.

Under the terms of the Purchase Agreement, unless and until all of the shares of the Series A and Series B Stoock have been transferred by Treasury to third parties or been redeemed by the Company, (i) prior to the third anniversary of the date of issuance of the Series A and Series B Preferred Stock, the Company may not pay dividends on its common stock without the consent of Treasury, (ii) from the third anniverssary until the tenth anniversary of the date of issuance of the Series A and Series B Preferred Stock, the Company must obtain the consent of Treasury for any increase in annual cash dividends on the Company’s common stock (if it is then paying dividends on its common stock) of more than 3% from the prior year, and (iii) after the tenth anniversary of the date of issuance of the Series A and Series B Preferred Stock, the Company must obtain Treasury’s consent for any dividends on its common stock. In addition, unless all of the shares of the Series A and Series B Preferred Stock have been transferred to third parties or been redeemed by the Company, Treasury’s consent is generally rquired for any repurchases by the Company of its common stock.

Under the terms of the Series A and Series B Preferred Stock, the ability of the Company to declare or pay dividends or distributions on, or repurchase, redeem or otherwise acquire for consideration, shares of its Junior Stock and Parity Stock will be subject to restrictions in the event that the Company fails to declare and pay full dividends on the Series A and Series B Preferred Stock. These restrictions are set forth in the certificates of determination for the Series A and Series B Preferred Stock described in Item 5.03.

“Junior Stock” means the Company’s common stock and any other class or series of stock of the Company the terms of which expressly provide that it ranks junior to the Series A and Series B Preferred Stock as to dividend rights and/or rights on liquidation, dissolution or winding up of the Company. “Parity Stock” means any class or series of stock of the Company the terms of which do not expressly provide that such class or series will rank senior or junior to the Series A and Series B Preferred Stock as to dividend rights and/or rights on liquidation, dissolution or winding up of the Company (in each case without regard to whether dividends accrue cumulatively or non-cumulatively).

Item 5.02. Departure of Directors or Certain Officers; Election of; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

The information concerning executive compensation set forth under Item 1.01 is incorporated by reference into this Item 5.02.

Effective February 26, 2009, Jim D. Black tendered his resignation as a Director of FNB Bancorp.

Item 5.03. Amendment to Articles of Incorporation or Bylaws.

On February 25, 2009, the Company filed Certificates of Determination with the Secretary of State of California (“CA SOS”) for the purpose of fixing the designations, preferences, limitations and relative rights of the Series A and Series B Preferred Stock. The Certificates of Determination for the Series A and Series B Preferred Stock are attached hereto as Exhibits 3.2 and 3.3, respectively, and are incorporated herein by reference.

The terms of the Series A and Series B Preferred Stock provide that in the event the Company fails to pay dividends on the Series A and Series B Preferred Stock for six or more quarterly dividend periods (whether or not consecutive), the holder(s) of the Series A and Series B Preferred Stock have the right to elect two directors of the Company; this right ends when the unpaid dividends on the Series A and Series B Preferred Stock have been paid in full. As required by Treasury, effective as of February 27, 2009, the Board of Directors of the Company amended Article III, Section 16 of the Company’s Bylaws to provide that so long as the Series A and Series B Preferred Stock remain outstanding, in the event the Company fails to pay dividends on the Series A and Series B Preferred Stock for six or more quarterly dividend periods (whether or not consecutive), the authorized number of directors of the Company will automatically increase by two. A copy of the Bylaw amendment is attached hereto as Exhibit 3.4 and is incorporated herein by reference. The Company is required by agreement with Treasury to maintain, so long as any shares of Series A or Series B Preferred Stock remain outstanding, at least two open director seats for the holder(s) of the Series A and Series B Preferred Stock to provide for the election of directors under the circumstances described above. A copy of the letter agreement between the Company and Treasury pertaining to the election of directors by the holder(s) of the Series A and Series B Preferred Stock is attached hereto as Exhibit 4.4 and is incorporated herein by reference.

Item 8.01. Other Information.

On February 27, 2009, the Company issued a press release announcing the issuance of the Series A and Series B Preferred Stock to Treasury. The press release is attached as Exhibit 99.70 and is incorporated herein by reference.

On February 27, 2009, the Company issued a letter to shareholders announcing the receipt of TARP funds from the U. S. Treasury Department and the resignation of Jim D. Black as director of the Company. The letter is attached as Exhibit 99.71 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


			The following exhibits are filed herewith.

Exhibit			Description of Exhibit


3.2			Certificate of Determination of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (“Series A Preferred Stock”), of FNB Bancorp

3.3			Certificate of Determination of Fixed Rate Cumulative Perpetual Preferred Stock, Series B (“Series B Preferred Stock”), of FNB Bancorp

3.4			Amendment to Article III, Section 16 of the Bylaws of FNB Bancorp

4.1			Form of Certificate for the Series A Preferred Stock

4.2			Warrant for Purchase of Shares of Series B Preferred Stock (“Warrant”)

4.3			Form of Certificate for the Series B Preferred Stock

4.4			Letter Agreement dated February 27, 2009, between FNB Bancorp and United States Department of the Treasury pertaining to the election of directors by the holder(s) of the Series A and Series B Preferred Stock

10.1			Letter Agreement, including Schedule A through Schedule E, dated February 27, 2009, between FNB Bancorp and United States Department of the Treasury, with respect to the issuance and sale of the Series A and Series B Preferred Stock and the Warrant

10.2			Letter Agreement dated February 27, 2009, between FNB Bancorp and United States Department of the Treasury pertaining to the American Recovery and reinvestment Act Of 2009

10.3			Letter Agreement dated February 27, 2009, between FNB Bancorp and United States Department of the Treasury amending certain scetions of the Securities Purchase Agreement

10.4			Form of Compensation Modification Agreement and Waiver, executed by each of:

			Thomas C. McGraw Chief Executive Officer FNB Bancorp and First National Bank of Northern California

			Jim D. Black, President FNB Bancorp and First National Bank of Northern California

			Anthony J. Clifford Executive Vice President and Chief Operating Officer FNB Bancorp and First National Bank of Northern California

			David A. Curtis Senior Vice President and Chief Financial Officer FNB Bancorp and First National Bank of Northern California

			Randy R. Brugioni Senior Vice President and Senior Loan Officer First National Bank of Northern California

99.70			February 27, 2009 Press Release

99.71			Letter to Shareholders dated February 27, 2009

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: February 27, 2009.	By:	/s/ Dave A. Curtis



		Dave A. Curtis
		Senior Vice President and
		Chief Financial Officer

Exhibit 3.2

CERTIFICATE OF DETERMINATION

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A

FNB BANCORP

Pursuant to Section 401 of the Corporations Code of the State of California:

We, Thomas C. McGraw, Chief Executive Officer and David A. Curtis, Senior Vice President and Chief Financial Officer, of FNB Bancorp, a corporation organized under the laws of the State of California (hereinafter called the “Issuer”), do hereby certify as follows:

1. On February 23, 2009, the Board of Directors of the Issuer adopted a resolution designating 12,000 shares of Preferred Stock as Fixed Rate Cumulative Perpetual Preferred Stock, Series A.

2. No shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A have been issued.

3. Pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation of the Issuer, the following resolution was duly adopted by the Board of Directors on February 23, 2009,creating the series of Preferred Stock designated as Fixed Rate Cumulative Perpetual Preferred Stock, Series A:

RESOLVED , that pursuant to the provisions of the Articles of Incorporation of the Issuer and applicable law, a series of Preferred Stock of the Issuer be and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series are as follows:

Part 1. Designation and Number of Shares . There is hereby created out of the authorized and unissued shares of preferred stock of the Issuer a series of preferred stock designated as the “Fixed Rate Cumulative Perpetual Preferred Stock, Series A” (the “ Designated Preferred Stock” ). The authorized number of shares of Designated Preferred Stock shall be 12,000.

Part 2. Standard Provisions . The Standard Provisions contained in Exhibit A attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of this Certificate of Determination to the same extent as if such provisions had been set forth in full herein.

Part. 3. Definitions . The following terms are used in this Certificate of Determination (including the Standard Provisions in Exhibit A hereto) as defined below:

(a) “ Common Stock ” means the common stock, no par value per share, of the Issuer.

(b) “ Dividend Payment Date ” means February 15, May 15, August 15 and November 15 of each year.

(c) “ Junior Stock ” means the Common Stock and any other class or series of stock of the Issuer the terms of which expressly provide that it ranks junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Issuer.

(d) “ Liquidation Amount ” means $1,000 per share of Designated Preferred Stock.

(e) “ Minimum Amount ” means $3,000,000.

(f) “ Parity Stock ” means any class or series of stock of the Issuer (other than Designated Preferred Stock) the terms of which do not expressly provide that such class or series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Issuer (in each case without regard to whether dividends accrue cumulatively or non-cumulatively).

(g) “ Signing Date ” means the Original Issue Date.

Part. 4. Certain Voting Matters . Holders of shares of Designated Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to vote, including any action by written consent.

[ Remainder of Page Intentionally Left Blank ]

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: February 24, 2009



	Name:	Thomas C. McGraw
	Title:	Chief Executive Officer


	Name:	David A. Curtis
	Title:	Senior Vice President and Chief Financial Officer

EXHIBIT A

STANDARD PROVISIONS

Section 1. General Matters . Each share of Designated Preferred Stock shall be identical in all respects to every other share of Designated Preferred Stock. The Designated Preferred Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that form a part of the Certificate of Determination. The Designated Preferred Stock shall rank equally with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Issuer.

Section 2. Standard Definitions . As used herein with respect to Designated Preferred Stock:

(a) “ Applicable Dividend Rate ” means (i) during the period from the Original Issue Date to, but excluding, the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 5% per annum and (ii) from and after the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 9% per annum.

(b) “ Appropriate Federal Banking Agency ” means the “appropriate Federal banking agency” with respect to the Issuer as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

(c) “ Business Combination ” means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Issuer’s stockholders.

(d) “ Business Day ” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

(e) “ Bylaws ” means the bylaws of the Issuer, as they may be amended from time to time.

(f) “ Certificate of Determination ” means the Certificate of Determination or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

(g) “ Charter ” means the Issuer’s certificate or articles of incorporation, articles of association, or similar organizational document.

(h) “ Dividend Period ” has the meaning set forth in Section 3(a).

(i) “ Dividend Record Date ” has the meaning set forth in Section 3(a).

(j) “ Liquidation Preference ” has the meaning set forth in Section 4(a).

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(k) “ Original Issue Date ” means the date on which shares of Designated Preferred Stock are first issued.

(l) “ Preferred Director ” has the meaning set forth in Section 7(b).

(m) “ Preferred Stock ” means any and all series of preferred stock of the Issuer, including the Designated Preferred Stock.

(n) “ Qualified Equity Offering ” means the sale and issuance for cash by the Issuer to persons other than the Issuer or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier 1 capital of the Issuer at the time of issuance under the applicable risk-based capital guidelines of the Issuer’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to November 17, 2008).

(o) “ Standard Provisions ” mean these Standard Provisions that form a part of the Certificate of Determination relating to the Designated Preferred Stock.

(p) “ Successor Preferred Stock ” has the meaning set forth in Section 5(a).

(q) “ Voting Parity Stock ” means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these Standard Provisions that form a part of the Certificate of Determination, any and all series of Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.

Section 3. Dividends.

(a) Rate . Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date ( i.e. , no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period ”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date.

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Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month.

Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.

Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Determination).

(b) Priority of Dividends . So long as any share of Designated Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock, subject to the immediately following paragraph in the case of Parity Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Issuer or any of its subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been or are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the holders of shares of Designated Preferred Stock on the applicable record date). The foregoing limitation shall not apply to (i) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice; (ii) the acquisition by the Issuer or any of its subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Issuer or any of its subsidiaries), including as trustees or custodians; and (iii) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case, solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock.

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When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the benefit of the holders thereof on the applicable record date) on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full upon Designated Preferred Stock and any shares of Parity Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of Designated Preferred Stock (including, if applicable as provided in Section 3(a) above, dividends on such amount) and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors or a duly authorized committee of the Board of Directors out of legally available funds and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors or a duly authorized committee of the Board of Directors determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Issuer will provide written notice to the holders of Designated Preferred Stock prior to such Dividend Payment Date.

Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and holders of Designated Preferred Stock shall not be entitled to participate in any such dividends.

Section 4. Liquidation Rights.

(a) Voluntary or Involuntary Liquidation . In the event of any liquidation, dissolution or winding up of the affairs of the Issuer, whether voluntary or involuntary, holders of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the Issuer or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Issuer, subject to the rights of any creditors of the Issuer, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Issuer ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date of payment (such amounts collectively, the “ Liquidation Preference ”).

(b) Partial Payment . If in any distribution described in Section 4(a) above the assets of the Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution, holders of Designated Preferred Stock and the holders of such other stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.

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(c) Residual Distributions . If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights and preferences.

(d) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 4, the merger or consolidation of the Issuer with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Issuer, shall not constitute a liquidation, dissolution or winding up of the Issuer.

Section 5. Redemption.

(a) Optional Redemption . Except as provided below, the Designated Preferred Stock may not be redeemed prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date. On or after the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Issuer, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption.

Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Issuer, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption; provided that (x) the Issuer (or any successor by Business Combination) has received aggregate gross proceeds of not less than the Minimum Amount (plus the “Minimum Amount” as defined in the relevant certificate of determination for each other outstanding series of preferred stock of such successor that was originally issued to the United States Department of the Treasury (the “ Successor Preferred Stock ”) in connection with the Troubled Asset Relief Program Capital Purchase Program) from one or more Qualified Equity Offerings (including Qualified Equity Offerings of such successor), and (y) the aggregate redemption price of the Designated Preferred Stock (and any Successor Preferred Stock) redeemed pursuant to this paragraph may not exceed the aggregate net cash proceeds received by the Issuer (or any successor by Business Combination) from such Qualified Equity Offerings (including Qualified Equity Offerings of such successor).

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The redemption price for any shares of Designated Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3 above.

(b) No Sinking Fund . The Designated Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Designated Preferred Stock will have no right to require redemption or repurchase of any shares of Designated Preferred Stock.

(c) Notice of Redemption . Notice of every redemption of shares of Designated Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Issuer. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Designated Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Designated Preferred Stock. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Designated Preferred Stock at such time and in any manner permitted by such facility. Each notice of redemption given to a holder shall state: (1) the redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.

(d) Partial Redemption . In case of any redemption of part of the shares of Designated Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.

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(e) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been deposited by the Issuer, in trust for the pro rata benefit of the holders of the shares called for redemption, with a bank or trust company doing business in the Borough of Manhattan, The City of New York, and having a capital and surplus of at least $500 million and selected by the Board of Directors, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company, without interest. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Issuer, after which time the holders of the shares so called for redemption shall look only to the Issuer for payment of the redemption price of such shares.

(f) Status of Redeemed Shares . Shares of Designated Preferred Stock that are redeemed, repurchased or otherwise acquired by the Issuer shall revert to authorized but unissued shares of Preferred Stock ( provided that any such cancelled shares of Designated Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Designated Preferred Stock).

Section 6. Conversion . Holders of Designated Preferred Stock shares shall have no right to exchange or convert such shares into any other securities.

Section 7. Voting Rights.

(a) General . The holders of Designated Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law.

(b) Preferred Stock Directors . Whenever, at any time or times, dividends payable on the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly Dividend Periods or more, whether or not consecutive, the holders of the Designated Preferred Stock shall have the right, with holders of shares of any one or more other classes or series of Voting Parity Stock outstanding at the time, voting together as a class, to elect two directors (hereinafter the “ Preferred Directors ” and each a “ Preferred Director ” ) at the Issuer’s next annual meeting of stockholders (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of stockholders until all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been declared and paid in full at which time such right shall terminate with respect to the Designated Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Preferred Director that the election of such Preferred Director shall not cause the Issuer to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Issuer may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the holders of shares of Designated Preferred Stock and Voting Parity Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be qualified as directors and the term of office of all Preferred Directors then in office shall terminate immediately. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at the time outstanding voting separately as a class together with the holders of shares of Voting Parity Stock, to the extent the voting rights of such holders described above are then exercisable. If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

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(c) Class Voting Rights as to Particular Matters . So long as any shares of Designated Preferred Stock are outstanding, in addition to any other vote or written consent of stockholders required by law or by the Charter, the vote or written consent of the holders of at least 66 2/3% of the shares of Designated Preferred Stock at the time outstanding, voting as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:


	(i) Authorization of Senior Stock . Any amendment or alteration of the Certificate of Determination for the Designated Preferred Stock or the Charter to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock of the Issuer ranking senior to Designated Preferred Stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Issuer;

	(ii) Amendment of Designated Preferred Stock . Any amendment, alteration or repeal of any provision of the Certificate of Determination for the Designated Preferred Stock or the Charter (including, unless no vote on such merger or consolidation is required by Section 7(c)(iii) below, any amendment, alteration or repeal by means of a merger, consolidation or otherwise) so as to adversely affect the rights, preferences, privileges or voting powers of the Designated Preferred Stock; or

	(iii) Share Exchanges, Reclassifications, Mergers and Consolidations . Any consummation of a binding share exchange or reclassification involving the Designated Preferred Stock, or of a merger or consolidation of the Issuer with another corporation or other entity, unless in each case (x) the shares of Designated Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Issuer is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such consummation, taken as a whole;

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provided , however , that for all purposes of this Section 7(c), any increase in the amount of the authorized Preferred Stock, including any increase in the authorized amount of Designated Preferred Stock necessary to satisfy preemptive or similar rights granted by the Issuer to other persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Issuer will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the holders of outstanding shares of the Designated Preferred Stock.

(d) Changes after Provision for Redemption . No vote or consent of the holders of Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of the Designated Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust for such redemption, in each case pursuant to Section 5 above.

(e) Procedures for Voting and Consents . The rules and procedures for calling and conducting any meeting of the holders of Designated Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall conform to the requirements of the Charter, the Bylaws, and applicable law and the rules of any national securities exchange or other trading facility on which Designated Preferred Stock is listed or traded at the time.

Section 8. Record Holders . To the fullest extent permitted by applicable law, the Issuer and the transfer agent for Designated Preferred Stock may deem and treat the record holder of any share of Designated Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Issuer nor such transfer agent shall be affected by any notice to the contrary.

Section 9. Notices . All notices or communications in respect of Designated Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Determination, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given to the holders of Designated Preferred Stock in any manner permitted by such facility.

Section 10. No Preemptive Rights . No share of Designated Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Issuer, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

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Section 11. Replacement Certificates . The Issuer shall replace any mutilated certificate at the holder’s expense upon surrender of that certificate to the Issuer. The Issuer shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to the Issuer of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be reasonably required by the Issuer.

Section 12. Other Rights . The shares of Designated Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter or as provided by applicable law.

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Exhibit 3.3

CERTIFICATE OF DETERMINATION

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B

FNB BANCORP

Pursuant to Section 401 of the Corporations Code of the State of California:

1. On February 23, 2009, the Board of Directors of the Issuer adopted a resolution designating 600.006 shares of Preferred Stock as Fixed Rate Cumulative Perpetual Preferred Stock, Series B.

2. No shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B have been issued.

Part 1. Designation and Number of Shares . There is hereby created out of the authorized and unissued shares of preferred stock of the Issuer a series of preferred stock designated as the “Fixed Rate Cumulative Perpetual Preferred Stock, Series B” (the “ Designated Preferred Stock” ). The authorized number of shares of Designated Preferred Stock shall be 600.006.

Part. 3. Definitions . The following terms are used in this Certificate of Determination (including the Standard Provisions in Exhibit A hereto) as defined below:

(a) “ Common Stock ” means the common stock, no par value per share, of the Issuer.

(b) “ Dividend Payment Date ” means February 15, May 15, August 15 and November 15 of each year.

(d) “ Liquidation Amount ” means $1,000 per share of Designated Preferred Stock.

(e) “ Minimum Amount ” means $150,000.

(g) “ Signing Date ” means the Original Issue Date.

(h) “ UST Preferred Stock ” means the Issuer’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A.

[ Remainder of Page Intentionally Left Blank ]

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: February 24, 2009



	Name:	Thomas C. McGraw
	Title:	Chief Executive Officer


	Name:	David A. Curtis
	Title:	Senior Vice President and
		Chief Financial Officer

EXHIBIT A

STANDARD PROVISIONS

Section 2. Standard Definitions . As used herein with respect to Designated Preferred Stock:

(a) “ Appropriate Federal Banking Agency ” means the “appropriate Federal banking agency” with respect to the Issuer as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

(b) “ Business Combination ” means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Issuer’s stockholders.

(c) “ Business Day ” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

(d) “ Bylaws ” means the bylaws of the Issuer, as they may be amended from time to time.

(e) “ Certificate of Determination ” means the Certificate of Determination or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

(f) “ Charter ” means the Issuer’s certificate or articles of incorporation, articles of association, or similar organizational document.

(g) “ Dividend Period ” has the meaning set forth in Section 3(a).

(h) “ Dividend Record Date ” has the meaning set forth in Section 3(a).

(i) “ Liquidation Preference ” has the meaning set forth in Section 4(a).

(j) “ Original Issue Date ” means the date on which shares of Designated Preferred Stock are first issued.

(k) “ Preferred Director ” has the meaning set forth in Section 7(b).

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(l) “ Preferred Stock ” means any and all series of preferred stock of the Issuer, including the Designated Preferred Stock.

(m) “ Qualified Equity Offering ” means the sale and issuance for cash by the Issuer to persons other than the Issuer or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier 1 capital of the Issuer at the time of issuance under the applicable risk-based capital guidelines of the Issuer’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to November 17, 2008).

(n) “ Standard Provisions ” mean these Standard Provisions that form a part of the Certificate of Determination relating to the Designated Preferred Stock.

(o) “ Successor Preferred Stock ” has the meaning set forth in Section 5(a).

(p) “ Voting Parity Stock ” means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these Standard Provisions that form a part of the Certificate of Determination, any and all series of Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.

Section 3. Dividends.

(a) Rate . Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a per annum rate of 9.0% on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date ( i.e. , no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period ”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date.

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Section 4. Liquidation Rights.

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Section 5. Redemption.

(a) Optional Redemption . Except as provided below, the Designated Preferred Stock may not be redeemed prior to the later of (i) first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date; and (ii) the date on which all outstanding shares of UST Preferred Stock have been redeemed, repurchased or otherwise acquired by the Issuer. On or after the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Issuer, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption.

Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Issuer, at its option, subject to the approval of the Appropriate Federal Banking Agency and subject to the requirement that all outstanding shares of UST Preferred Stock shall previously have been redeemed, repurchased or otherwise acquired by the Issuer, may redeem, in whole or in part, at any time and from time to time, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption; provided that (x) the Issuer (or any successor by Business Combination) has received aggregate gross proceeds of not less than the Minimum Amount (plus the “Minimum Amount” as defined in the relevant certificate of determination for each other outstanding series of preferred stock of such successor that was originally issued to the United States Department of the Treasury (the “ Successor Preferred Stock ”) in connection with the Troubled Asset Relief Program Capital Purchase Program) from one or more Qualified Equity Offerings (including Qualified Equity Offerings of such successor), and (y) the aggregate redemption price of the Designated Preferred Stock (and any Successor Preferred Stock) redeemed pursuant to this paragraph may not exceed the aggregate net cash proceeds received by the Issuer (or any successor by Business Combination) from such Qualified Equity Offerings (including Qualified Equity Offerings of such successor).

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Section 6. Conversion . Holders of Designated Preferred Stock shares shall have no right to exchange or convert such shares into any other securities.

Section 7. Voting Rights.

(a) General . The holders of Designated Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law.

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	(i) Authorization of Senior Stock . Any amendment or alteration of the Certificate of Determination for the Designated Preferred Stock or the Charter to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock of the Issuer ranking senior to Designated Preferred Stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Issuer;

	(ii) Amendment of Designated Preferred Stock . Any amendment, alteration or repeal of any provision of the Certificate of Determination for the Designated Preferred Stock or the Charter (including, unless no vote on such merger or consolidation is required by Section 7(c)(iii) below, any amendment, alteration or repeal by means of a merger, consolidation or otherwise) so as to adversely affect the rights, preferences, privileges or voting powers of the Designated Preferred Stock; or

	(iii) Share Exchanges, Reclassifications, Mergers and Consolidations . Any consummation of a binding share exchange or reclassification involving the Designated Preferred Stock, or of a merger or consolidation of the Issuer with another corporation or other entity, unless in each case (x) the shares of Designated Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Issuer is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such consummation, taken as a whole;

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Exhibit 3.4

Article III, Section 16 of the FNB Bancorp Bylaws is hereby amended, effective February 27, 2009, by adding the following sentence at the end thereof:

“Notwithstanding anything in these bylaws to the contrary, for so long as the corporation’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A and the corporation’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B (collectively, the “ Designated Preferred Stock ”) (or any warrant to purchase any of the Designated Preferred Stock) is outstanding: (i) whenever, at any time or times, dividends payable on the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly Dividend Periods (as defined in the Certificate of Determination for the Designated Preferred Stock) or more, whether or not consecutive, the authorized number of directors shall automatically be increased by two (but shall in no event be increased to a number of directors that is greater than the maximum number of directors set forth in Article III, Section 16 of these bylaws); and (ii) this sentence may not be modified, amended or repealed by the corporation’s board of directors (or any committee thereof) or without the affirmative vote and approval of (x) the shareholders and (y) the holders of at least a majority of the shares of Designated Preferred Stock outstanding at the time of such vote and approval.”

Exhibit 4.1

SEE REVERSE SIDE FOR RESTRICTIVE LEGENDS

FNB BANCORP

INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA

This certifies that the United States Department of the Treasury is the owner of Twelve Thousand (12,000) FULLY PAID AND NON ASSESSABLE SHARES OF FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A, no par value (LIQUIDATION AMOUNT $1,000 PER SHARE), OF FNB BANCORP, a California corporation (the “Corporation”).

The shares represented by this certificate are transferable only on the stock transfer books of the Corporation by the holder of record hereof, or by such holder’s duly authorized attorney or legal representative, upon the surrender of this certificate properly endorsed.

IN WITNESS WHEREOF , the Corporation has caused this certificate to be executed by the signatures of its duly authorized officers.

DATED February 27, 2009



Thomas C. McGraw		David A. Curtis
Chief Executive Officer and Secretary		Senior Vice President and Chief Financial
		Officer

UST Sequence No. 846

THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER ON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE CORPORATION IS AUTHORIZED TO ISSUE, OF THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES OF PREFERRED CLASS WHICH THE CORPORATION IS AUTHORIZED TO ISSUE, TO THE EXTENT THEY HAVE BEEN SET, AND OF THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES OF A PREFERRED CLASS OF STOCK. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION.

Exhibit 4.2

WARRANT TO PURCHASE PREFERRED STOCK

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

WARRANT
to purchase 600.006 Shares of
Fixed Rate Cumulative Perpetual Preferred Stock, Series B
(no par value)
of
FNB BANCORP

Issue Date: February 27, 2009

1. Definitions

Unless the context otherwise requires, when used herein the following terms shall have the meanings indicated.

“ Board of Directors ” means the board of directors of the Company, including any duly authorized committee thereof.

“ business day ” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

“ Charter ” means, with respect to any Person, its certificate or articles of incorporation, articles of association, or similar organizational document.

“ Company ” means the Person whose name, corporate or other organizational form and jurisdiction of organization is set forth in Item 1 of Schedule A hereto.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“ Exercise Price ” means the amount set forth in Item 2 of Schedule A hereto.

“ Expiration Time ” has the meaning set forth in Section 3.

“Issue Date” means the date set forth in Item 3 of Schedule A hereto.

“ Liquidation Amount ” means the amount set forth in Item 4 of Schedule A hereto.

“ Original Warrantholder ” means the United States Department of the Treasury. Any actions specified to be taken by the Original Warrantholder hereunder may only be taken by such Person and not by any other Warrantholder.

“ Person ” has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

“Preferred Stock ” means the series of perpetual preferred stock set forth in Item 5 of Schedule A hereto.

“ Purchase Agreement ” means the Securities Purchase Agreement – Standard Terms incorporated into the Letter Agreement, dated as of the date set forth in Item 6 of Schedule A hereto, as amended from time to time, between the Company and the United States Department of the Treasury (the “ Letter Agreement ”), including all annexes and schedules thereto.

“ Regulatory Approvals ” with respect to the Warrantholder, means, to the extent applicable and required to permit the Warrantholder to exercise this Warrant for shares of Preferred Stock and to own such Preferred Stock without the Warrantholder being in violation of applicable law, rule or regulation, the receipt of any necessary approvals and authorizations of, filings and registrations with, notifications to, or expiration or termination of any applicable waiting period under, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“ Shares ” has the meaning set forth in Section 2.

“ Warrantholder ” has the meaning set forth in Section 2.

“ Warrant ” means this Warrant, issued pursuant to the Purchase Agreement.

2. Number of Shares; Exercise Price

This certifies that, for value received, the United States Department of the Treasury or its permitted assigns (the “ Warrantholder ”) is entitled, upon the terms and subject to the conditions hereinafter set forth, to acquire from the Company, in whole or in part, after the receipt of all applicable Regulatory Approvals, if any, up to an aggregate of the number of fully paid and nonassessable shares of Preferred Stock set forth in Item 7 of Schedule A hereto (the “ Shares ”), at a purchase price per share of Preferred Stock equal to the Exercise Price.

3. Exercise of Warrant; Term

Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “ Expiration Time ”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 8 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased, by having the Company withhold, from the shares of Preferred Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Preferred Stock issuable upon exercise of the Warrant with an aggregate Liquidation Amount equal in value to the aggregate Exercise Price as to which this Warrant is so exercised.

If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

4. Issuance of Shares; Authorization

Certificates for Shares issued upon exercise of this Warrant will be issued in such name or names as the Warrantholder may designate and will be delivered to such named Person or Persons within a reasonable time, not to exceed three business days after the date on which this Warrant has been duly exercised in accordance with the terms of this Warrant. The Company hereby represents and warrants that any Shares issued upon the exercise of this Warrant in accordance with the provisions of Section 3 will be duly and validly authorized and issued, fully paid and nonassessable and free from all taxes, liens and charges (other than liens or charges created by the Warrantholder, income and franchise taxes incurred in connection with the exercise of the Warrant or taxes in respect of any transfer occurring contemporaneously therewith). The Company agrees that the Shares so issued will be deemed to have been issued to the Warrantholder as of the close of business on the date on which this Warrant and payment of the Exercise Price are delivered to the Company in accordance with the terms of this Warrant, notwithstanding that the stock transfer books of the Company may then be closed or certificates representing such Shares may not be actually delivered on such date. The Company will at all times reserve and keep available, out of its authorized but unissued preferred stock, solely for the purpose of providing for the exercise of this Warrant, the aggregate number of shares of Preferred Stock then issuable upon exercise of this Warrant at any time. The Company will use reasonable best efforts to ensure that the Shares may be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the Shares are listed or traded.

5. No Rights as Stockholders; Transfer Books

This Warrant does not entitle the Warrantholder to any voting rights or other rights as a stockholder of the Company prior to the date of exercise hereof. The Company will at no time close its transfer books against transfer of this Warrant in any manner which interferes with the timely exercise of this Warrant.

6. Charges, Taxes and Expenses

Issuance of certificates for Shares to the Warrantholder upon the exercise of this Warrant shall be made without charge to the Warrantholder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company.

7. Transfer/Assignment

(A) Subject to compliance with clause (B) of this Section 7, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 7 shall be paid by the Company.

(B) The transfer of the Warrant and the Shares issued upon exercise of the Warrant are subject to the restrictions set forth in Section 4.4 of the Purchase Agreement. If and for so long as required by the Purchase Agreement, this Warrant shall contain the legends as set forth in Section 4.2(a) of the Purchase Agreement.

8. Exchange and Registry of Warrant

This Warrant is exchangeable, upon the surrender hereof by the Warrantholder to the Company, for a new warrant or warrants of like tenor and representing the right to purchase the same aggregate number of Shares. The Company shall maintain a registry showing the name and address of the Warrantholder as the registered holder of this Warrant. This Warrant may be surrendered for exchange or exercise in accordance with its terms, at the office of the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.

9. Loss, Theft, Destruction or Mutilation of Warrant

Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in the case of any such loss, theft or destruction, upon receipt of a bond, indemnity or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Warrant, the Company shall make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of Shares as provided for in such lost, stolen, destroyed or mutilated Warrant.

10. Saturdays, Sundays, Holidays, etc.

If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a business day, then such action may be taken or such right may be exercised on the next succeeding day that is a business day.

11. Rule 144 Information

The Company covenants that it will use its reasonable best efforts to timely file all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Warrantholder, make publicly available such information as necessary to permit sales pursuant to Rule 144 under the Securities Act), and it will use reasonable best efforts to take such further action as any Warrantholder may reasonably request, in each case to the extent required from time to time to enable such holder to, if permitted by the terms of this Warrant and the Purchase Agreement, sell this Warrant without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (B) any successor rule or regulation hereafter adopted by the SEC. Upon the written request of any Warrantholder, the Company will deliver to such Warrantholder a written statement that it has complied with such requirements.

12. Adjustments and Other Rights

For so long as the Original Warrantholder holds this Warrant or any portion thereof, if any event occurs that, in the good faith judgment of the Board of Directors of the Company, would require adjustment of the Exercise Price or number of Shares into which this Warrant is exercisable in order to fairly and adequately protect the purchase rights of the Warrants in accordance with the essential intent and principles of the Purchase Agreement and this Warrant, then the Board of Directors shall make such adjustments in the application of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary, in the good faith opinion of the Board of Directors, to protect such purchase rights as aforesaid.

Whenever the Exercise Price or the number of Shares into which this Warrant is exercisable shall be adjusted as provided in this Section 12, the Company shall forthwith file at the principal office of the Company a statement showing in reasonable detail the facts requiring such adjustment and the Exercise Price that shall be in effect and the number of Shares into which this Warrant shall be exercisable after such adjustment, and the Company shall also cause a copy of such statement to be sent by mail, first class postage prepaid, to each Warrantholder at the address appearing in the Company’s records.

13. No Impairment

The Company will not, by amendment of its Charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder.

14. Governing Law

This Warrant will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. Each of the Company and the Warrantholder agrees (a) to submit to the exclusive jurisdiction and venue of the United States District Court for the District of Columbia for any civil action, suit or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby, and (b) that notice may be served upon the Company at the address in Section 17 below and upon the Warrantholder at the address for the Warrantholder set forth in the registry maintained by the Company pursuant to Section 8 hereof. To the extent permitted by applicable law, each of the Company and the Warrantholder hereby unconditionally waives trial by jury in any civil legal action or proceeding relating to the Warrant or the transactions contemplated hereby or thereby.

15. Binding Effect

This Warrant shall be binding upon any successors or assigns of the Company.

16. Amendments

This Warrant may be amended and the observance of any term of this Warrant may be waived only with the written consent of the Company and the Warrantholder.

17. Notices

Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, or (b) on the second business day following the date of dispatch if delivered by a recognized next day courier service. All notices hereunder shall be delivered as set forth in Item 9 of Schedule A hereto, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

18. Entire Agreement

This Warrant, the forms attached hereto and Schedule A hereto (the terms of which are incorporated by reference herein), and the Letter Agreement (including all documents incorporated therein), contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous arrangements or undertakings with respect thereto.

[Remainder of page intentionally left blank]

[Form of Notice of Exercise]

Date: ________________


TO:	FNB Bancorp

RE:	Election to Purchase Preferred Stock

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby agrees to subscribe for and purchase such number of shares of Preferred Stock covered by the Warrant such that after giving effect to an exercise pursuant to Section 3(B) of the Warrant, the undersigned will receive the net number of shares of Preferred Stock set forth below. The undersigned, in accordance with Section 3 of the Warrant, hereby agrees to pay the aggregate Exercise Price for such shares of Preferred Stock in the manner set forth in Section 3(B) of the Warrant.


Number of Shares of Preferred Stock1	__________________________________________

The undersigned agrees that it is exercising the attached Warrant in full and that, upon receipt by the undersigned of the number of shares of Preferred Stock set forth above, such Warrant shall be deemed to be cancelled and surrendered to the Company.


	Holder:


	By:


	Name:


	Title:


1.	Number of shares to be received by the undersigned upon exercise of the attached Warrant pursuant to Section 3(B) thereof.

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a duly authorized officer.

Dated: February 27, 2009


	COMPANY: FNB BANCORP

	By:

		Thomas C. McGraw
		Chief Executive Officer

	Attest:

	By:

		David A. Curtis
		Senior Vice President and Chief Financial Officer

SCHEDULE A

Item 1
Name: FNB Bancorp
Corporate or other organizational form: corporation
Jurisdiction of organization: California

Item 2
Exercise Price: $0.01 per share

Item 3
Issue Date: February 27, 2009

Item 4
Liquidation Amount: $1,000 per share

Item 5
Series of Perpetual Preferred Stock: Fixed Rate Cumulative Perpetual Preferred Stock, Series B (no par value)

Item 6
Date of Letter Agreement between the Company and the United States Department of the Treasury: February 27, 2009

Item 7
Number of shares of Preferred Stock: 600.006 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B (no par value)

Item 8
Company’s address: FNB Bancorp, 975 El Camino Real, 3 ^rd Floor, South San Francisco, CA 94080


Item 9
	Notice information: Attention: David A. Curtis, Senior Vice President and Chief Financial Officer c/o FNB Bancorp, 975 El Camino Real, 3 ^rd Floor, South San Francisco, CA 94080, Telephone (650) 875-4862, email: DCurtis@FamilyBank.com

Exhibit 4.3

SEE REVERSE SIDE FOR RESTRICTIVE LEGENDS

FNB BANCORP

INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA

This certifies that the United States Department of the Treasury is the owner of Six Hundred (600) FULLY PAID AND NON ASSESSABLE SHARES OF FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B, no par value (LIQUIDATION AMOUNT $1,000 PER SHARE), OF FNB BANCORP, a California corporation (the “Corporation”).

IN WITNESS WHEREOF , the Corporation has caused this certificate to be executed by the signatures of its duly authorized officers.

DATED February 27, 2009



Thomas C. McGraw		David A. Curtis
Chief Executive Officer and Secretary		Senior Vice President and Chief Financial
		Officer

UST Sequence No. 846

Exhibit 4.4

February 27, 2009

United States Department of the Treasury
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220

FNB Bancorp
975 El Camino Real
South San Francisco, California 94080

Ladies and Gentlemen:

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms dated of even date herewith (the “ Securities Purchase Agreement ”) by and among United States Department of Treasury (“ Investor ”) and FNB Bancorp, a California corporation (“ Company ”). Investor and Company desire to set forth herein certain additional agreements regarding Company’s commitment to the holder of the Preferred Shares after the closing of the transactions contemplated by the Securities Purchase Agreement. Terms that are defined in the Securities Purchase Agreement are used in this letter agreement as so defined.

In order to comply with California Corporations Code §212(a), the Company has modified section 7(b) of the Standard Provisions of each of the Certificate of Designations attached as Annex A and Annex B to the Securities Purchase Agreement (collectively, the “ Certificates of Designations ”) to provide in pertinent part as follows:

“Whenever, at any time or times, dividends payable on the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly Dividend Periods or more, whether or not consecutive, the holders of the Designated Preferred Stock shall have the right, with holders of shares of any one or more other classes or series of Voting Parity Stock outstanding at the time, voting together as a class, to elect two directors…”

By its execution hereof, the Company hereby confirms and agrees that as of the date hereof and at all times while any shares of the Designated Preferred Stock (as defined in each Certificate of Designations) are outstanding or issuable upon exercise of the Warrant it shall maintain a range of directors of the Company that will permit the holder of the Preferred Shares to elect two directors in accordance with said sections 7(b). Currently Article III, Section 16 (the “ Applicable Provision ”) of the Company’s bylaws (the “ Bylaws ”) provides for a range of directors of no less than five (5) and no more than nine (9). At all times while any shares of the Designated Preferred Stock are outstanding, the Company shall not fill more than seven (7) director positions. In the event the Company desires to increase the number of directors beyond seven (7), then the Company shall be required to amend the Bylaws to increase the maximum directors to always allow for at least two open director seats for the holders of the Preferred Shares to elect in accordance with Section 7(b) of the Standard Terms of the Certificate of Determination of Preferences of Series A Fixed Rate Cumulative Perpetual Preferred Stock of FNB Bancorp and Section 7(b) of the Standard Terms of the Certificate of Determination of Preferences of Series B Fixed Rate Cumulative Perpetual Preferred Stock of FNB Bancorp (and to amend the bylaws to provide that such provision may not be modified, amended or repealed by the Company’s board of directors (or any committee thereof) or without the affirmative vote and approval of (x) the shareholders and (y) the holders of at least a majority of the shares of Designated Preferred Stock outstanding at the time of such vote and approval).

United States Department of Treasury
FNB Bancorp
February 27, 2009

The parties hereto acknowledge that there would be no adequate remedy at law if the Company fails to perform any of its obligations under this letter agreement and that the Investor may be irreparably harmed by any such failure, and accordingly agree that the Investor, in addition to any other remedy to which it may be entitled at law or in equity, to the fullest extent permitted and enforceable under applicable law shall be entitled to compel specific performance of the obligations of the Company under this letter agreement without the necessity of proving the inadequacy of monetary damages as a remedy or the posting of a bond.

This letter agreement and the Certificates of Designations constitute the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, between the parties with respect to the subject matter hereof.

This letter agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. This letter agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of California, without giving effect to the conflict of laws rules thereof.

[ Remainder of this page intentionally left blank]

United States Department of Treasury
FNB Bancorp
February 27, 2009

IN WITNESS WHEREOF, this letter agreement has been duly executed by the authorized representatives of the parties hereto as of the date first above written.


	FNB BANCORP

	By:

	Name:		Thomas C. McGraw
	Title:		Chief Executive Officer

	By:

	Name:		David A. Curtis
	Title:		Senior Vice President and Chief
			Financial Officer

	UNITED STATES DEPARTMENT OF THE TREASURY

	By:

	Name:
	Title:

Exhibit 10.1

United States Department of the Treasury
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220

Dear Ladies and Gentlemen:

The company set forth on the signature page hereto (the “ Company ”) intends to issue in a private placement the number of shares of a series of its preferred stock set forth on Schedule A hereto (the “ Preferred Shares ”) and a warrant to purchase the number of shares of a series of its preferred stock set forth on Schedule A hereto (the “ Warran t” and, together with the Preferred Shares, the “ Purchases Securities ”) and the United States Department of the Treasury (the “ Investor ”) intends to purchase from the Company the Purchased Securities.

The purpose of this letter agreement is to confirm the terms and conditions of the purchase by the investor of the Purchased Securities. Except to the extent supplemented or superseded by the terms set forth herein or in the Schedules hereto, the provisions contained in the Securities Purchase Agreement – Standard Terms attached hereto as Exhibit A (the “Securities Purchase Agreement”) are incorporated by reference herein. Terms that are defined in the Securities Purchase Agreement are used in this letter agreement as so defined. In the event of any inconsistency between the letter agreement and the Securities Purchase Agreement, the terms of this letter agreement shall govern.

Each of the Company and the Investor hereby confirms its agreement with the other party with respect to the issuance by the Company of the Preferred Securities and the purchase by the Investor of the Purchased Securities pursuant to this letter agreement and the Securities Purchase Agreement on the terms specified on Schedule A hereto.

This letter agreement (including the Schedules hereto), the Securities Purchase Agreement (including the Annexes thereto), the Disclosure Schedules and the Warrant constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to the subject matter hereof. This letter agreement constitutes the “Letter Agreement” referred to in the Securities Purchase Agreement.

This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered.

***

In witness whereof, this letter agreement has been duly executed and delivered by the duly authorized representatives of the parties hereto as of the date written below.


	UNITED STATES DEPARTMENT OF THE TREASURY

	By:________________________________________
		Name:
		Title:

	COMPANY: FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

	By:________________________________________
		Name:
		Title:

Date:_____________________________

SCHEDULE A

ADDITIONAL TERMS AND CONDITIONS


Company Information :

	Name of the Company:			FNB Bancorp (UST Sequence No. 846)

	Corporate or other organizational form:			corporation

	Jurisdiction of Organization:			California

	Appropriate Federal Banking Agency:			Board of Governors of the Federal Reserve System

	Notice Information:

	To:	Thomas C. McGraw	Copy:	Joseph G. Mason
		FNB Bancorp LLP		Dodd Mason George
		975 El Camino Real, 3 ^rd Floor		1740 Technology
		Drive, Suite 205		San Jose, CA 95110
		South San Francisco, CA 94080		Telephone: (408) 452-1478
		Telephone: (650) 875-4865		Email: Mason@DoddMason.com
		Email: TMcGraw@FamilyBank.com

Terms of the Purchase :

	Series of Preferred Stock Purchased:			Fixed Rate Cumulative Perpetual Preferred Stock, Series A

	Per Share Liquidation Preference of Preferred Stock:			$1,000

	Number of Shares of Preferred Stock Purchased:			12,000

	Dividend Payment Dates on the Preferred Stock:			February 15, May 15, August 15, November 15

	Series of Warrant Preferred Stock:			Fixed Rate Cumulative Perpetual Preferred Stock, Series B

	Number of Warrant Shares:			600.006

	Number of Net Warrant Shares (after net settlement):			600

	Exercise Price of the Warrant:			$0.01

	Purchase Price:			$12,000,000


Closing:

	Location of Closing:	Hughes Hubbard & Reed LLP One Battery Park Plaza New York, NY 10004

	Time of Closing:	9:00 a.m. (EST)

	Date of Closing:	February 27, 2009

Wire Information for Closing :

	ABA Number:	[REDACTED TEXT]

	Bank:	First National Bank of Northern California

	Account Name:	FNB Bancorp

	Account Number:	[REDACTED TEXT]

	Beneficiary:	not applicable

Contact for Confirmation of Wire Information :

David A. Curtis
Senior Vice President and
Chief Financial Officer
First National Bank of Northern California
975 El Camino Real, 3 ^rd Floor
South San Francisco, CA 94080

Telephone: (650) 875-4862
Email: DCurtis@FamilyBank.com

SCHEDULE B

CAPITALIZATION


Capitalization Date: January 31, 2009

Common Stock

	Par value:	no par

	Total Authorized:	10,000,000

	Outstanding:	3,030,000

	Subject to warrants, options, convertible securities, etc.:	365,252 (stock option plan only)

	Reserved for benefit plans and other issuances:	365,252 (stock option plan only)

	Remaining authorized but unissued:	6,970,000 (includes 365,252 shares reserved for options granted and remaining unexercised and options to be granted under the terms of the FNB Bancorp stock option plans)

	Shares issued after Capitalization Date (other than pursuant to warrants, options, convertible securities, etc. as set forth above):	none

Preferred Stock

	Par value:	no par

	Total Authorized:	5,000,000

	Outstanding (by series):	none

	Reserved for issuance:	none

	Remaining authorized but unissued:	5,000,000


Holders of 5% or more of any class of capital stock		Primary Address

The Ricco Lagomarsino Trust (10.24%)		26 Hillcrest Drive Daly City, CA 94014


Thomas G. Atwood c/o Cypress Abbey Company (11.01%)		P.O. Box 516 Colma, CA 94014


Thomas C. McGraw (5.16%, excluding stock options)		510 Fawn Drive San Anselmo, CA 94960


SCHEDULE C

LITIGATION

List any exceptions to the representation and warranty in Section 2.2(l) of the Securities Purchase Agreement – Standard Terms.

If none, please so indicate by checking the box:	x


SCHEDULE D

COMPLIANCE WITH LAWS

List any exceptions to the representation and warranty in the second sentence of Section 2.2(m) of the Securities Purchase Agreement – Standard Terms.

If none, please so indicate by checking the box:	x

List any exceptions to the representation and warranty in the last sentence of Section 2.2(m) of the Securities Purchase Agreement – Standard Terms.

If none, please so indicate by checking the box:	x


SCHEDULE E

REGULATORY AGREEMENTS

List any exceptions to the representation and warranty in Section 2.2(s) of the Securities Purchase Agreement – Standard Terms.

If none, please so indicate by checking the box:	x

Exhibit 10.2

U NITED S TATES D EPARTMENT OF THE T REASURY
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220

February __, 2009

Ladies and Gentlemen:

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms dated of as of the date of this letter agreement (the “ Securities Purchase Agreement ”) between United States Department of Treasury (“ Investor ”) and the company named on the signature page hereto (the “ Company ”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.

The American Recovery and Reinvestment Act of 2009, as it may be amended from time to time (the “Act” ), includes provisions relating to executive compensation and other matters that may be inconsistent with the Securities Purchase Agreement, the Warrant and the Certificate[s] of Designation (the “Transaction Documents” ). Accordingly, Investor and the Company desire to confirm their understanding as follows:

1. Notwithstanding anything in the Transaction Documents to the contrary, in the event that the Act or any rules or regulations promulgated thereunder are inconsistent with any of the terms of the Transaction Documents, the Act and such rules and regulations shall control.


	2. For the avoidance of doubt (and without limiting the generality of Paragraph 1):

	(a) the provisions of Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the Act or otherwise from time to time ( “EESA” ), shall apply to the Company;

	(b) the waiver to be delivered by each of the Company’s Senior Executive Officers pursuant to Section 1.2(d)(v) of the Securities Purchase Agreement shall, in addition, be delivered by any additional highly compensated employees required by applicable rules or regulations under EESA;

	(c) the Company’s chief executive officer and chief financial officer shall provide the written certification of compliance by the Company with the requirements of Section 111 of EESA in the manner specified by Section 111(b)(4) thereunder or in any rules or regulations under EESA; and

	(d) the Company shall be permitted to repay preferred shares, and when such preferred shares are repaid, the Investor shall liquidate warrants associated with such preferred shares, all in accordance with the Act and any rules and regulations thereunder.

From and after the date hereof, each reference in the Securities Purchase Agreement to “this Agreement” or “this Securities Purchase Agreement” or words of like import shall mean and be a reference to the Agreement (as defined in the Securities Purchase Agreement) as amended by this letter agreement.

This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

This letter agreement, the Securities Purchase Agreement, the Warrant, the Certificate[s] of Designation and any other documents executed by the parties at the Closing constitute the entire agreement of the parties with respect to the subject matter hereof.

Nothing in this letter agreement shall be deemed an admission by Investor as to the necessity of obtaining the consent of the Company in order to effect the changes to the Transaction Documents contemplated by this letter agreement, nor shall anything in this letter agreement be deemed to require Investor to obtain the consent of any other TARP recipient (as defined in the Act) participating in the Capital Purchase Program (the “CPP” ) in order to effect changes to their documentation under the CPP.

This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been delivered.

[Remainder of this page intentionally left blank]

-2-

In witness whereof, the parties have duly executed this letter agreement as of the date first written above.


	UNITED STATES DEPARTMENT OF THE TREASURY

	By:

		Name:
		Title:

	COMPANY:


	By:

		Name:
		Title:

S IGNATURE P AGE TO L ETTER A GREEMENT

Exhibit 10.3

UST Seq. No. 846

U NITED S TATES D EPARTMENT OF THE T REASURY
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220

February ____, 2009

Ladies and Gentlemen:

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms dated of as of the date of this letter agreement (the “ Securities Purchase Agreement ”) between United States Department of Treasury (“ Investor ”) and the company named on the signature page hereto (the “ Company ”). Investor and the Company desire to amend the Securities Purchase Agreement as follows:

1. Section 2.1(a) of the Securities Purchase Agreement is amended to read in its entirety as follows:

“(a) [Intentionally Omitted.]”

2. Section 2.1(c) of the Securities Purchase Agreement is amended to read in its entirety as follows:

“(c) “ Previously Disclosed ” means information set forth or incorporated in the Company’s Annual Report on Form 10-K for the most recently completed fiscal year of the Company filed with the Primary Federal Securities Regulator prior to the execution and delivery of this Agreement (the “ Last Fiscal Year ”) or in its other reports and forms filed with or furnished to the Primary Federal Securities Regulator as contemplated under Sections 13(a), 14(a) or 15(d) of the Exchange Act on or after the last day of the Last Fiscal Year and prior to the execution and delivery of this Agreement. “ Primary Federal Securities Regulator ” means the SEC or the primary federal bank regulator with which the Company files its reports, registration statements, proxy statements and other filings under the Exchange Act. If the Company is required to make filings with a Primary Federal Securities Regulator other than the SEC, all references in this Agreement to the SEC shall be deemed to refer to the Company’s Primary Federal Securities Regulator.”

3. The definition of “Registrable Securities” in Section 4.5(l)(iv) of the Securities Purchase Agreement is amended by adding the following sentence at the end thereof:

“Notwithstanding anything in this Section 4.5(l)(iv) to the contrary, Registrable Securities shall not include any securities of the Company that are referred to in Section 3(a) of the Securities Act; provided , however , that in the event that the Company’s Primary Federal Securities Regulator is not the SEC, the Company shall take such actions (if any) as are provided for under such Primary Federal Securities Regulator’s rules in order to permit the resale of Registrable Securities by the Holders in accordance with such rules.”

From and after the date hereof, each reference in the Securities Purchase Agreement to “this Agreement” or words of like import shall mean and be a reference to the Agreement (as defined in the Securities Purchase Agreement) as amended by this letter agreement and each reference in the Securities Purchase Agreement to “this Securities Purchase Agreement” or words of like import shall mean and be a reference to the Securities Purchase Agreement as amended by this letter agreement.

This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been delivered.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties have duly executed this letter agreement as of the date first written above.


	UNITED STATES DEPARTMENT OF THE TREASURY

	By:

		Name:
		Title:

	COMPANY: FNB BANCORP

	By:

		Name:Thomas C. McGraw
		Title: Chief Executive Officer

	By:

		Name: David A. Curtis
		Title: Senior Vice President and Chief Financial Officer

Exhibit 10.4

COMPENSATION MODIFICATION AGREEMENT

THIS AGREEMENT (“Agreement”), made this 27th day of February, 2009, by and between FNB Bancorp, a California corporation, First National Bank of Northern California, a national banking association and its wholly owned subsidiary (together, the “Corporation”), and __________________________, a senior executive officer of the Corporation (“Executive”).

WHEREAS, the Corporation has determined that it is in the best interests of the Corporation and its shareholders to participate in the Troubled Asset Relief Program Capital Purchase Program (“CPP”) of the United States Department of the Treasury (“UST”), pursuant to which the Corporation will issue to UST preferred stock (the “Preferred Stock”) in return for cash, along with a warrant to acquire additional shares of preferred stock (the “Warrant”); and

WHEREAS, in order for the Corporation to participate in the CPP, the Corporation and its senior executive officers who are subject to the Compensation Guidelines (as defined below) must comply with Section 111(b) of the Emergency Economic Stabilization Act of 2008 regarding executive compensation and corporate governance and the related UST interim final regulations (31 CFR Part 30) published in the Federal Register on October 20, 2008 (the “Compensation Guidelines”); and

WHEREAS, the Corporation is required to deliver a certificate to UST at the closing of the CPP transaction that it has complied with all the Compensation Guidelines; and

WHEREAS, the board of directors of the Corporation has authorized and directed the Compensation Committee to take any and all the actions required under the Compensation Guidelines in order to enable the Corporation to deliver that certificate and has authorized the execution of this Agreement on behalf of the Corporation; and

WHEREAS, in order to comply with the Compensation Guidelines for so long as UST holds securities of the Corporation acquired in the CPP, the Corporation, through the Compensation Committee, is required to review the Corporation’s compensation plans and policies with senior risk officers in order to identify and unilaterally eliminate any bonus plans or other incentive compensation arrangements for senior executive officers who are subject to the Compensation Guidelines that encourage such officers to take unnecessary and excessive risks that threaten the value of the financial institution; and

WHEREAS, in order to comply with the Compensation Guidelines for so long as UST holds securities of the Corporation acquired in the CPP, the Corporation, through the Compensation Committee, must adopt appropriate provisions for the recovery by the Corporation of any bonus or incentive compensation paid to a senior executive officer who is subject to the Compensation Guidelines based on financial statements or performance metric criteria later determined to be materially inaccurate; and

WHEREAS, in order to comply with the Compensation Guidelines as long for so UST holds securities of the Corporation acquired in the CPP, the Corporation is prohibited from making any golden parachute payment (as defined under the Compensation Guidelines) to any senior executive officer who is subject to the Compensation Guidelines; and

WHEREAS, the Corporation is required to deliver to UST in connection with the consummation of the CPP transaction a waiver from each of its senior executive officers who are subject to the Compensation Guidelines with respect to the changes in the Corporation’s compensation plans, policies and practices as required by the Compensation Guidelines; and

WHEREAS, the Compensation Committee has asked Executive to execute the waiver in the form attached; and

WHEREAS, Executive believes the requirements imposed under the Compensation Guidelines in order for the Corporation to obtain government funds by participating in the CPP are reasonable and in the best interests of the Corporation and its shareholders and furthers the long-term best interests of the Corporation and its senior executive officers, including Executive.

NOW, THEREFORE, to allow the Corporation to participate in the CPP for the mutual benefit of the Corporation, its shareholders and Executive, and for other good and valuable consideration, the Corporation and Executive hereby agree as follows:

1. GENERAL MODIFICATION OF EMPLOYMENT, COMPENSATION AND BENEFIT AGREEMENTS, PLANS AND POLICIES: Until such time as UST ceases to own any debt or equity securities of the Corporation acquired pursuant to the CPP, the Corporation and Executive agree that, notwithstanding any contract, plan, policy or agreement to the contrary, all employment, compensation and benefit agreements, plans and policies with respect to Executive shall be deemed modified to comply in all respects with Section 111(b) of EESA as implemented by any guidance or regulation thereunder that has been issued and is in effect as of the date the Corporation issues the Preferred Stock and the Warrant to UST. The Corporation and Executive further agree that the Corporation shall not adopt any new benefit plan with respect to Executive that does not comply with Section 111(b) of EESA as implemented by any guidance or regulation thereunder that has been issued and is in effect as of the date the Corporation issues the Preferred Stock and the Warrant to UST. Executive agrees that the Corporation, through its Compensation Committee, has the sole discretion: (a) to determine whether and to what extent any bonus or incentive compensation with respect to Executive encourages Executive to take unnecessary and excessive risks that threaten the value of the financial institution, and (b) to eliminate any such compensation as long as UST holds securities of the Corporation acquired in the CPP.

2. RECOVERY OF INCENTIVE COMPENSATION: Until such time as UST ceases to own any debt or equity securities of the Corporation acquired pursuant to the CPP, in the event Executive receives a bonus or any other incentive compensation from the Corporation based on financial statements or performance metric criteria later determined by the Corporation’s Compensation Committee, in its sole discretion, to be materially inaccurate, Executive agrees to repay the Corporation, in cash and within 30 days of a written demand therefor, the amount of the bonus or incentive compensation received by Executive in excess of the amount that would have been paid to Executive had the inaccurate statements or criteria been accurate.

3. GOLDEN PARACHUTE PAYMENTS: Until such time as UST ceases to own any debt or equity securities of the Corporation acquired pursuant to the CPP, Executive agrees that: (a) Executive shall not be entitled to receive any golden parachute payment (as defined under the Compensation Guidelines) upon Executive’s severance from employment (as defined under the Compensation Guidelines) and (b) that all applicable contacts and agreements between Executive and the Corporation are deemed to be amended in this regard.

4. WAIVER: Executive hereby voluntarily waives any claim against the Corporation for any changes to my compensation, bonus, incentive and other benefit plans, arrangements, policies and agreements (including golden parachute agreements) that are required to comply with the Compensation Guidelines and that are made pursuant to this Agreement. This waiver includes all claims Executive may have under the laws of the United States or any state related to the requirements imposed by the Compensation Guidelines, including, without limitation, a claim for any compensation or other payments Executive would otherwise receive. Executive agrees to execute the required waiver in the form attached hereto and deliver said warrant to the Corporation no later than the close of business on February 26, 2009.

5. COVERED EMPLOYMENT, COMPENSATION AND BENEFIT AGREEMENTS, PLANS AND POLICIES: Executive acknowledges that all employment, compensation and benefit agreements, plans and policies applicable to Executive, including but not limited to those listed in Annex A hereto, are subject to the modifications and amendments provided for in this Agreement, to the extent applicable.

6. MODIFICATION - WAIVERS - APPLICABLE LAW: No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing, signed by Executive and on behalf of the Corporation by such officer as may be specifically designated by the Board of Directors of the Corporation. No waiver by either party hereto at any time of any breach by the other party hereto of, or in compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by federal law, to the extent applicable, and otherwise by the laws of the State of California.

7. INVALIDITY - ENFORCEABILITY: The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8. HEADINGS: Descriptive headings contained in this Agreement are for convenience only and shall not control or affect the meaning or construction of any provision in this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written.


EXECUTIVE


Signature


Print Name


FNB BANCORP FIRST NATIONAL BANK OF NORTHERN CALIFORNIA


By:	Thomas C. McGraw Chief Executive Officer


By:	David A. Curtis Senior Vice President and Chief Financial Officer

ANNEX A

Employment Agreements:

Severance Agreements

Other Benefit Plans or Agreements

Other Employment Compensation and Benefit Plans and Policies

ANNEX C

SENIOR EXECUTIVE OFFICER WAIVER

In consideration for the benefits I will receive as a result of my employer’s participation in the United States Department of the Treasury’s TARP Capital Purchase Program, I hereby voluntarily waive any claim against the United States or any state or territory thereof or my employer or any of its directors, officers, employees and agents for any changes to my compensation or benefits that are required in order to comply with Section 111(b) of the Emergency Economic Stabilization Act of 2008, as amended (“ EESA ”), and rules, regulations, guidance or other requirements issued thereunder (collectively, the “ EESA Restrictions ”).

I acknowledge that the EESA Restrictions may require modification of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I have with my employer or in which I participate as they relate to the period the United States holds any equity or debt securities of my employer acquired through the TARP Capital Purchase Program and I hereby consent to all such modifications. I further acknowledge and agree that if my employer notifies me in writing that I have received payments in violation of the EESA Restrictions, I shall repay the aggregate amount of such payments to my employer no later than fifteen business days following my receipt of such notice.

This waiver includes all claims I may have under the laws of the United States or any other jurisdiction related to the requirements imposed by the EESA Restrictions (including without limitation, any claim for any compensation or other payments or benefits I would otherwise receive absent the EESA Restrictions, any challenge to the process by which the EESA Restrictions were adopted and any tort or constitutional claim about the effect of the foregoing on my employment relationship) and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States, my employer or its directors, officers, employees or agents in or before any local, state, federal or other agency, court or body.

IN WITNESS WHEREOF, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein.

DATE: February 27, 2009



	(Signature)


	(Print Name)


	(Title)

UST Sequence No. 846

Exhibit 99.70

Press Release

Available for Immediate Publication: February 27, 2009

First National Bank of Northern California Announces Participation in the U.S. Treasury Capital Purchase Program

Source: FNB Bancorp (CA) (Bulletin Board: FNBG)

South San Francisco, California

Website: www.fnbnorcal.com

Contacts:

Tom McGraw, Chief Executive Officer (650) 875-4864

Dave Curtis, Chief Financial Officer (650) 875-4862

FNB Bancorp (Bulletin Board: FNBG), parent company of First National Bank of Northern California, today announced it has received $12,000,000 through the sale of the Company’s newly authorized Preferred Stock under the U.S. Department of the Treasury’s Capital Purchase Program. The Board of Directors approved the issuance of $12,000,000 dollars in senior preferred shares of FNB Bancorp and the issuance of a warrant covering another $600,000 in warrant preferred shares under standardized terms as described in the U.S. Department of the Treasury’s term sheet for private banks which is available on the U.S. Treasury’s website.

“FNB Bancorp and our wholly owned subsidiary, First National Bank of Northern California, maintain strong capital positions and are “well-capitalized” by regulatory standards. We are financially secure and continue to actively work with any borrower that is having problems making their payments. Management and the Board carefully deliberated whether it was in the best interest of our shareholders and our customers to accept TARP funds that were made available to us by the U.S. Treasury. We concluded that accepting TARP funds makes sense so long as the funds are used as intended by Congress, which means the Bank will use this capital to increase our current lending volumes and to become part of the solution to the credit and liquidity problems that continue to play a part in our country’s current recession,” stated Tom McGraw, Chief Executive Officer.

The following table provides information relative to FNB Bancorp’s capital positions, on a proforma basis, with and without the TARP program’s CPP funds.


Capital Ratios	Well-capitalized Regulatory Standards		12/30/08 Actual		12/30/08 With Additional CPP Funds


Tier 1 Leverage	5	%	9.70	%	11.30	%
Tier 1 Risk Based	6	%	10.67	%	12.61	%
Total Risk Based	10	%	11.86	%	13.80	%

The money received under TARP through the CPP is not a government handout. There are significant costs we are required to pay. We will also be subjected to increased governmental scrutiny and contractual requirements that can be altered unilaterally at any time by the U.S. Treasury. For their investment, the U.S. Treasury will receive:


	•	12,000 shares of senior preferred stock with a 5% coupon for 5 years and 9% thereafter. The shares have a liquidation value of $1,000 per share and these shares must be redeemed after ten years.

	•	Warrant to purchase 600 shares of warrant preferred stock with a 9% stated coupon that has a liquidation value of $1,000 per share and a purchase price of $0.01 per share. The U.S. Treasury will purchase these shares immediately as part of this transaction.

“If these shares remain outstanding for three years, the U.S. Treasury will receive an all-in dividend yield of 6.83%, which is significant. Given this cost, management and the Board of Directors elected to participate in this program in order to be able to provide our customers with additional credit and liquidity that might not otherwise be available to them. We cannot tell you what the magnitude or the duration of the current economic downturn will be. What we can tell you is that our family bank is a safe and well capitalized institution that believes in the value of prudent lending within our market area. The additional capital from the U.S. Treasury should allow us to expand our existing lending abilities at a time that our customers need the money,” stated Tom McGraw.

Cautionary Statement: This release contains certain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those stated herein. Management’s assumptions and projections are based on their anticipation of future events and actual performance may differ materially from those projected. Risks and uncertainties which could impact future financial performance include, among others, (a) competitive pressures in the banking industry; (b) changes in the interest rate environment; (c) general economic conditions, either nationally or regionally or locally, including fluctuations in real estate values; (d) changes in the regulatory environment; (e) changes in business conditions or the securities markets and inflation; (f) possible shortages of gas and electricity at utility companies operating in the State of California, and (g) the effects of terrorism, including the events of September 11, 2001, and thereafter, and the conduct of war on terrorism by the United States and its allies. Therefore, the information set forth herein, together with other information contained in the periodic reports filed by FNB Bancorp with the Securities and Exchange Commission, should be carefully considered when evaluating its business prospects. FNB Bancorp undertakes no obligation to update any forward-looking statements contained in this release.

Exhibit 99.71

February 27, 2009

Dear Shareholder:

I am writing you to inform you that FNB BANCORP has received $12 million in TARP funds from the United States Treasury Department. Our press release on this subject was issued today. Initially, we were approved for a larger investment, but the Board of Directors decided that $12 million was more prudent.

I also want to address the public perception that only “troubled” financial institutions are receiving these funds. Quite the opposite is true. The Treasury has stated: “ The federal banking and thrift regulatory agencies encourage all eligible institutions to use the Treasury Department’s Capital Purchase Program and the Federal Deposit Insurance Corporation’s Temporary Liquidity Guarantee Program .” Not all banks qualify for TARP funds; only healthy banks that meet Treasury’s standards are awarded these funds. For the past forty six years our bank has done what we can to support our communities and our board felt strongly that we needed to continue to do our part by using these funds to maintain the flow of credit into our communities. The Independent Community Bankers of America in a recent release said: “ICBA notes that the program, (TARP) is not a blank check to financial institutions, but invests federal funds in healthy financial institutions to spur lending and revitalize communities.” We see our participation in this program as being part of the solution and doing what we can to help unlock frozen credit markets in the neighborhoods and communities we serve.

In order to qualify for these funds, the Treasury Department requires each participant to have two vacant board seats available. TARP funds require dividend payments to the Treasury on a quarterly basis and should a participant miss six quarters of these dividend payments, the Treasury has the right to appoint two board members. Regardless of the fact that we have no intention of missing any of these payments and are well capitalized with significant liquidity, we still need to comply with this requirement of having two board seats available. As you may know, when Director Neil Vannucci retired two years ago, we elected not to fill his seat for strategic reasons. Were we to acquire another bank outside our existing geographic area, we wanted to preserve the option of filling that board seat with a director from the acquired bank for purposes of local business development and knowledge of the community. As such, our Holding Company, FNB Bancorp was one board seat shy of meeting the Treasury requirement.

Jim Black, President of the Bank and a director of both the Bank and the Holding Company, volunteered to relinquish his seat on the Holding Company Board, as the Holding Company is the actual recipient of the TARP funds. The rest of the Board of Directors has accepted Mr. Black’s resignation from the Holding Company Board, effective February 26, 2009. Mr. Black will continue to serve as Bank President and as a Board member and Director of First National Bank of Northern California, but will abstain from voting on any issues affecting the Holding Company.

Our annual proxy material will be submitted in advance of the May 2009 shareholder meeting and will include a Board recommendation for an amendment of the FNB Bancorp Bylaws, expanding the maximum number of board seats for the Holding Company by two; requiring a minimum of 6 seats while allowing a maximum of 11. This action will provide us with the two vacant seats Treasury requires, plus a board seat for Jim Black, along with an additional seat that can be filled in the future. After the shareholder vote, hopefully confirming this change, the Directors will re-appoint Mr. Black to the Board of the Holding Company.

This process may seem a bit convoluted and you may be asking “why didn’t we call a special shareholder meeting to vote on this measure?” The Treasury mandated a thirty day timetable from approval to the closing of our TARP application. The 30 day time frame would neither allow us the time required to put together an expensive special shareholders meeting to change the Bylaws, or allow us to wait until the normal shareholder meeting in May to vote on the proposed change. The time sensitive solution was to vacate one FNB Bancorp board seat and Mr. Black volunteered to do so.

While these are unprecedented economic times, First National Bank of Northern California’s banking practices did not create this financial tidal wave; however, we sincerely hope and believe that our continued safe and sound Main Street lending practices will assist in the enormous effort needed to help lead our communities out of this recession. That is our commitment to our shareholders and to our fellow Americans. It is simply the right thing to do! Thank you for your support and we hope to see you at our shareholder meeting on May 20 ^th , at 6:30P.M. at the Basque Cultural Center, 599 Railroad Avenue in South San Francisco. Should you have any questions, I can be reached at 650-875-4865 or at tmcgraw@fnbnorcal.com .

Sincerely,

Tom McGraw
Chief Executive Officer