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. 


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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: