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