Exhibit
10.38


FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

EXECUTIVE SUPPLEMENTAL COMPENSATION

AGREEMENT


          Effective
this 1st day of January, 2007, this EXECUTIVE SUPPLEMENTAL
COMPENSATION AGREEMENT (“Agreement”) is adopted by and between FIRST NATIONAL
BANK OF NORTHERN CALIFORNIA (“Bank”), a bank located in South San Francisco,
California, and DAVID
A. CURTIS (“Executive”), a member of a select group of management and highly
compensated employees of the Bank. The purpose of this Agreement is to further
the growth and development of the Bank by providing Executive with supplemental
retirement income, and thereby encourage Executive’s productive efforts on
behalf of the Bank and the Bank’s shareholders, and to align the interests of
the Executive and those shareholders.  


          It
is intended that the Agreement be “unfunded” for purposes of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”) and not be
construed to provide income to the participant or beneficiary under the
Internal Revenue Code of 1986, as amended (the “Code”), particularly Section
409A of the Code and guidance or regulations issued thereunder, prior to actual
receipt of benefits.


Article
1

Definitions and Construction


Where the following words and phrases appear in the
Agreement, they shall have the respective meanings set forth below, unless
their context clearly indicates to the contrary:


	
 

	
 


	
1.1

	
“Accrued Liability Balance” shall mean the amount
 accrued by the Bank to fund the future benefit expense associated with this
 Agreement, using a reasonable discount rate, as determined by the Board from
 time to time. 


	
 

	
 


	
1.2

	
“Beneficiary” shall mean the designated person(s),
 or the estate of the deceased Executive, entitled to benefits, if any, upon
 Executive’s death, as described under Article 4. Such Beneficiary shall be
 designated on the Beneficiary Designation Form attached hereto, and shall be
 signed and delivered to the Plan Administrator from time to time, as
 required.


	
 

	
 


	
1.3

	
“Board” shall mean the Board of Directors of the
 Bank.


	
 

	
 


	
1.4

	
“Change in Control” shall mean a change in ownership
 or control of the Bank as defined in Treasury Regulation §1.409A-3(i)(5) or
 any subsequently applicable Treasury Regulation. 


	
 

	
 


	
1.5

	
“Code”
 shall mean the United States Internal Revenue Code of 1986, as amended.










	
 

	
 

	
 

	
 


	
1.6

	
“Disability” shall mean Executive: (i) is unable to
 engage in any substantial gainful activity by reason of any medically
 determinable physical or mental impairment which can be expected to result in
 death or can be expected to last for a continuous period of not less than 12
 months; or (ii) is, by reason of any medically determinable physical or
 mental impairment which can be expected to result in death or can be expected
 to last for a continuous period of not less than 12 months, receiving income
 replacement benefits for a period of not less than 3 months under an accident
 and health plan covering employees of the Bank. Medical determination of
 Disability may be made by either the Social Security Administration or by the
 provider of an accident or health plan covering employees of the Bank,
 provided that the definition of Disability applied under such Disability
 insurance program complies with the requirements of Section 409A. Upon the
 request of the Plan Administrator, the Executive must submit proof to the
 Plan Administrator of Social Security Administration’s or the provider’s
 determination.


	
 

	
 


	
1.7

	
“Early Involuntary Termination” shall mean that the
 Bank terminates Executive’s employment, in writing, at any time before
 Executive’s Normal Retirement Date and such termination is not due to
 Disability, a Termination for Cause, or an approved leave of absence. For
 purposes of this Agreement only, should Bank require, compel, or otherwise
 coerce Executive into an Early Voluntary Termination following a Change in
 Control, such termination shall be treated as an Early Involuntary
 Termination.


	
 

	
 


	
1.8

	
“Early Voluntary
 Termination” shall mean that Executive terminates employment with the
 Bank before the Normal Retirement Age and such termination is not due to
 death, Disability, for Good Reason, or a Change in Control.


	
 

	
 


	
1.9

	
“Effective
 Date” shall mean January 1, 2007.


	
 

	
 


	
1.10

	
“Termination for Good Reason” shall mean, without
 the Executive’s express written consent, the occurrence of any one or more of
 the following conditions that results in a material negative change in the
 employment relationship between the Bank and the Executive, and shall require
 an actual Separation from Service by the Executive within the two-year period
 following the initial occurrence of one or more of these conditions. In order
 for a Separation of Service to qualify as a Termination for Good Reason,
 Executive must give notice to the Bank within 90 days after the condition
 providing a basis for a good-reason condition first exists, and Executive
 must give the Bank 30 days from receipt of notice to cure the condition. The
 qualifying conditions are as follows:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
a material reduction in the Executive’s Base Salary;


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
Failing to maintain Executive’s amount of benefits
 under or relative level of participation in the Bank’s employee benefit or
 retirement plans, policies, practices, or arrangements in which the Executive
 participates as of the Effective Date of this Agreement, including any
 perquisite program; provided, however, that any such change that applies
 consistently to all executive officers of the Bank or is required by
 applicable law shall not be deemed to constitute Good Reason;


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
Failing to require any Successor Company to assume
 and agree to perform the Bank’s obligations hereunder;





5






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
The occurrence of any one or more of the following
 events on or after the announcement of the transaction which leads to a
 Change of Control and up to twenty–four (24) calendar months following the
 effective date of a Change in Control:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(1)

	
Requiring Executive to be based at a location that
 requires the Executive to travel at least an additional thirty-five (35)
 miles per day;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(2)

	
Requiring Executive to report to a position which is
 at a lower level than the highest level to which Executive reported within
 the six (6) months prior to the Change in Control;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(3)

	
Demoting Executive to a level lower than Executive’s
 level in the Bank as of the Effective Date.


	
 

	
 

	
 

	
 

	
 


	
1.11

	
“Normal
 Retirement Date” shall mean the later of Separation from Service or
 the Executive’s 65th birthday.


	
 

	
 


	
1.12

	
“Normal Retirement Age” shall mean age 65.


	
 

	
 


	
1.13

	
“Plan Administrator” shall mean the plan
 administrator described in Article 6.


	
 

	
 


	
1.14

	
“Plan Year”
 shall mean each twelve-month period commencing on January 1 and ending on
 December 31 of each year. The initial Plan Year shall commence on the
 Effective Date of this Plan and end on the following December 31.


	
 

	
 


	
1.15

	
“Separation from Service” shall mean Executive’s
 employment with Bank has terminated and the Executive is not performing
 significant services for the Bank. At all times, this definition of Separation
 from Service shall be applied consistent with Section 409A of the Internal
 Revenue Code. For purposes of this Agreement, whether a termination of
 employment or service has occurred is determined based on whether the facts
 and circumstances indicate that the Bank and Executive reasonably anticipated
 that no further services would be performed after a certain date or that the
 level of bona fide services the Executive would perform after such date
 (whether as an Executive or as an independent contractor) would permanently
 decrease to no more than twenty percent (20%) of the average level of bona
 fide services performed (whether as an Executive or an independent
 contractor) over the immediately preceding thirty-six (36) month period (or
 the full period of services to the Bank if the Executive has been providing
 services to the Bank less than 36 months). Facts and circumstances to be
 considered in making this determination include, but are not limited to,
 whether the Executive continues to be treated as an Executive for other
 purposes (such as continuation of salary and participation in Executive
 benefit programs), whether similarly situated service providers have been
 treated consistently, and whether the Executive is permitted, and
 realistically available, to perform services for other service recipients in
 the same line of business. An Executive will be presumed not to have
 separated from service where the level of bona fide services performed
 continues at a level that is fifty percent (50%) or more of the average level
 of service performed by the Executive during the immediately preceding
 thirty-six (36) month period.


	
 

	
 


	
1.16

	
“Termination for Cause”
 has that meaning set forth in Article 5.





6






Article
2

Distributions During Lifetime


	
 

	
 

	
 


	
2.1

	
Normal Retirement Benefit.
 Upon Executive’s Normal Retirement Date while in the active service of the
 Bank, the Bank shall distribute to the Executive the benefit described in
 this Section 2.1 in lieu of any other benefit under this Article.


	
 

	
 

	
 


	
 

	
2.1.1

	
Amount of Benefit.
 The annual benefit under this Section 2.1 is One Hundred and Seventy Thousand
 Dollars ($170,000).


	
 

	
 

	
 


	
 

	
2.1.2

	
Form and Timing of Benefit. Subject to Section 2.6, the Bank
 shall distribute the annual benefit to the Executive in twelve (12) equal
 monthly installments, commencing on the first day of the month following the
 Executive’s Separation from Service. The annual benefit shall be distributed
 to the Executive for twenty (20) years.


	
 

	
 

	
 


	
2.2

	
Early Voluntary
 Termination Benefit. Upon the Executive’s Early Voluntary
 Termination, the Executive shall not be entitled to a benefit under this
 Agreement. 


	
 

	
 


	
2.3

	
Early Involuntary Termination Benefit.
 Upon the Executive’s Early Involuntary Termination, the Bank shall distribute
 to the Executive the benefit described in this Section 2.3 in lieu of any
 other benefit under this Article.


	
 

	
 


	
 

	
2.3.1

	
Amount of Benefit. The benefit
 under this Section 2.3 is the Accrued Liability Balance, calculated as of the
 end of the Plan Year immediately preceding Executive’s Separation from
 Service. This benefit is determined by calculating a twenty-year fixed
 annuity from said Accrual Balance, crediting interest on the unpaid balance
 at the annual plan discount rate, compounded monthly. 


	
 

	
 

	
 


	
 

	
2.3.2

	
Form and Timing of Benefit. Subject
 to Section 2.6, the Bank shall distribute the annual benefit to the Executive
 in twelve (12) equal monthly installments, commencing on the first day of the
 month following the Separation from Service. The annual benefit shall be
 distributed to the Executive for twenty (20) years.


	
 

	
 

	
 


	
2.4

	
Disability Benefit.
 Upon the Executive’s Separation from Service due to Disability, the Bank
 shall distribute to the Executive the benefit described in this Section 2.4
 in lieu of any other benefit under this Article.


	
 

	
 


	
 

	
2.4.1

	
Amount of Benefit.
 The benefit under this Section 2.4 is the Accrued Liability Balance,
 calculated as of the end of the Plan Year immediately preceding Executive’s
 Separation from Service. This benefit is determined by calculating a
 twenty-year fixed annuity from said Accrual Balance, crediting interest on
 the unpaid balance at the annual plan discount rate, compounded monthly.


	
 

	
 

	
 


	
 

	
2.4.2

	
Form and Timing of Benefit.
 Subject to Section 2.6, the Bank shall distribute the annual benefit to the
 Executive in twelve (12) equal monthly installments, commencing on the first
 day of the month following the Separation from Service. The annual benefit
 shall be distributed to the Executive for twenty (20) years.





7






	
 

	
 

	
 


	
2.5

	
Change in Control Benefit.
 Upon a Change in Control followed by the Executive’s Early Involuntary
 Termination or Termination for Good Reason, the Bank shall distribute to the
 Executive the benefit described in this Section 2.5 in lieu of any other
 benefit under this Article. 


	
 

	
 

	
 


	
 

	
2.5.1

	
Amount of Benefit.
 The benefit under this Section 2.5 is the Normal Retirement Benefit described
 in Section 2.1.1. 


	
 

	
 

	
 


	
 

	
2.5.2

	
Form and Timing of Benefit.
 Subject to Section 2.6, the Bank shall distribute the annual benefit to the
 Executive in twelve (12) equal monthly installments, commencing on the first
 day of the month following the Separation from Service. The annual benefit
 shall be distributed to the Executive for twenty (20) years.


	
 

	
 

	
 


	
 

	
2.5.3

	
Excess Parachute Payment
 Notwithstanding any provision of this agreement to the contrary, the Bank
 will reduce any benefit under this agreement by an amount necessary to avoid
 an excise tax under the excess parachute rules of Section 280G of the Code.


	
 

	
 

	
 


	
2.6

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


	
 

	
 


	
2.7

	
Certain Accelerated Payments. In
 certain limited circumstances the Bank may make an accelerated distribution
 to the Executive of deferred amounts, solely to the extent that such
 distribution meets the requirements of Section 1.409A-3(j)(4). In order to
 make such accelerated payments, both Executive and Bank must sign a written
 acknowledgement of the specific Section 1.409A-3(j)(4) exemption being relied
 upon by the Bank in making the accelerated payments. 


	
 

	
 


	
2.8

	
Subsequent Changes to Time and Form of Payment.
 The Bank may permit a subsequent change to the time and form of benefit
 distributions. Any such change shall be considered made only when it becomes
 irrevocable under the terms of the Agreement. Any change will be considered
 irrevocable not later than 30 days following acceptance of the change by the
 Plan Administrator, subject to the following rules intended to comply with
 Treasury Regulation 1.409A:





8






	
 

	
 

	
 


	
 

	
(a)

	
the subsequent deferral election may not take effect
 until at least 12 months after the date on which the election is made (i.e.
 If a distribution event occurs in the interim, the original distribution
 method must be followed);


	
 

	
 

	
 


	
 

	
(b)

	
the payment (except in the case of death,
 disability, or unforeseeable emergency) upon which the subsequent deferral
 election is made is deferred for a period of not less than five years from
 the date such payment would otherwise have been paid; and


	
 

	
 

	
 


	
 

	
(c)

	
in the case of a payment made at a specified time,
 the election must be made not less than 12 months before the date the payment
 is scheduled to be paid.





Article
3

Distribution Upon Death


	
 

	
 


	
3.1

	
Death During Active
 Service. If the Executive dies while in the active service
 of the Bank there is no benefit payable under this agreement. 


	
 

	
 


	
3.2

	
Death During Benefit
 Payout. If the Executive dies while receiving any
 distributions described in Article 2, all such distributions under Article 2
 shall cease and the Bank shall distribute to the Beneficiary the remaining
 Accrued Liability Balance in a lump sum within 30 days of receiving
 Executive’s death certificate. 





Article
4

Beneficiaries


	
 

	
 


	
4.1

	
Beneficiary.
 The Executive shall have the right, at any time, to designate a Beneficiary(ies)
 to receive any benefit distributions under this Agreement upon the death of
 the Executive. The Beneficiary designated under this Agreement may be the
 same as or different from the beneficiary designation under any other plan of
 the Bank in which the Executive participates. 


	
 

	
 


	
4.2

	
Beneficiary Designation: Change; Spousal Consent.
 The Executive shall designate a Beneficiary by completing and signing the
 Beneficiary Designation Form, and delivering it to the Plan Administrator or
 its designated agent. If the Executive names someone other than his or her
 spouse as a Beneficiary, a spousal consent, in the form designated by the
 Plan Administrator, must be signed by the Executive’s spouse and returned to
 the Plan Administrator. The Executive’s beneficiary designation shall be
 deemed automatically revoked if the Beneficiary predeceases the Executive or
 if the Executive names a spouse as Beneficiary and the marriage is
 subsequently dissolved. The Executive shall have the right to change a
 Beneficiary by completing, signing and otherwise complying with the terms of
 the Beneficiary Designation Form and the Plan Administrator’s rules and
 procedures, as in effect from time to time. Upon the acceptance by the Plan
 Administrator of a new Beneficiary Designation Form, all Beneficiary
 designations previously filed shall be cancelled. The Plan Administrator
 shall be entitled to rely on the last Beneficiary Designation Form filed by
 the Executive and accepted by the Plan Administrator prior to the Executive’s
 death.


	
 

	
 


	
4.3

	
Acknowledgment. No designation or
 change in designation of a Beneficiary shall be effective until received,
 accepted and acknowledged in writing by the Plan Administrator or its
 designated agent.





9








	
 

	
 


	
4.4

	
No Beneficiary Designation.  If the Executive dies without a valid
  beneficiary designation, or if all designated Beneficiaries predecease the
  Executive, then the Executive’s spouse shall be the designated Beneficiary.  If the Executive has no surviving spouse,
  the benefits shall be made to the personal representative of the Executive’s
  estate.


	
 

	
 


	
4.5

	
Facility of Distribution.  If the Plan Administrator determines in
  its discretion that a benefit is to be distributed to a minor, to a person
  declared incompetent, or to a person incapable of handling the disposition of
  that person’s property, the Plan Administrator may direct distribution of
  such benefit to the guardian, legal representative or person having the care
  or custody of such minor, incompetent person or incapable person.  The Plan Administrator may require proof
  of incompetence, minority or guardianship as it may deem appropriate prior to
  distribution of the benefit.  Any
  distribution of a benefit shall be a distribution for the account of the
  Executive and the Executive’s Beneficiary, as the case may be, and shall be a
  complete discharge of any liability under the Agreement for such distribution
  amount.





Article 5
General Limitations


	
 

	
 

	
 


	
5.1

	
Termination for Cause.  Notwithstanding any provision of this
  Agreement to the contrary, the Bank shall not distribute any benefit under
  this Agreement if Executive’s service is terminated by the Board for:


	
 

	
 

	
 


	
 

	
(a)

	
Gross negligence or gross neglect of duties to the
  Bank; or


	
 

	
 

	
 


	
 

	
(b)

	
Conviction of a felony or of a gross misdemeanor
  involving moral turpitude in connection with the Executive’s employment with
  the Bank; or 


	
 

	
 

	
 


	
 

	
(c)

	
Fraud, disloyalty, dishonesty or willful violation
  of any law or significant Bank policy committed in connection with the Executive’s
  employment and resulting in a material adverse effect on the Bank.


	
 

	
 

	
 


	
5.2

	
Suicide or Misstatement.  No benefits shall be distributed if the
  Executive commits suicide within two years after the Effective Date of this
  Agreement, or if an insurance company which issued a life insurance policy
  covering the Executive and owned by the Bank denies coverage (i) for material
  misstatements of fact made by the Executive on an application for such life
  insurance, or (ii) for any other reason.


	
 

	
 

	
 


	
5.3

	
Removal.
  Notwithstanding any provision of this Agreement to the
  contrary, the Bank shall not distribute any benefit under this Agreement if
  the Executive is subject to a final removal or prohibition order issued by an
  appropriate federal banking agency pursuant to Section 8(e) of the Federal
  Deposit Insurance Act.





10






Article
6
Administration
of Agreement


	
 

	
 


	
6.1

	
Plan Administrator Duties.  This Agreement shall be administered by a
  Plan Administrator which shall consist of the Board, or such committee or
  person(s) as the Board shall appoint.
  The Plan Administrator shall also have the discretion and authority to
  (i) make, amend, interpret and enforce all appropriate rules and regulations
  for the administra­tion of this Agreement and (ii) decide or resolve any and
  all ques­tions including interpretations of this Agreement, as may arise in
  connection with the Agreement, provided that such amendments and
  interpretations are made at all times in compliance with Section 409A of the
  Code.


	
 

	
 


	
6.2

	
Agents.  In the administration of this Agreement,
  the Plan Administrator may employ agents and delegate to them such
  administrative duties as it sees fit, (including acting through a duly
  appointed representative), and may from time to time consult with counsel who
  may be counsel to the Bank.


	
 

	
 


	
6.3

	
Binding Effect of Decisions.  The decision or action of the Plan
  Administrator with respect to any question arising out of or in connection
  with the administration, interpretation and application of the Agreement and
  the rules and regulations promulgated hereunder shall be final and conclusive
  and binding upon all persons having any interest in the Agreement, provided
  that such decisions or actions are in compliance with Section 409A of the
  Code.  


	
 

	
 


	
6.4

	
Indemnity of Plan Administrator.  The Bank shall indemnify and hold harmless
  the members of the Plan Administrator against any and all claims, losses,
  damages, expenses or liabilities arising from any action or failure to act
  with respect to this Agreement, except in the case of willful misconduct by
  the Plan Administrator or any of its members.


	
 

	
 


	
6.5

	
Bank Information.  To enable the Plan Administrator to
  perform its functions, the Bank shall supply full and timely information to
  the Plan Administrator on all matters relating to the date and circum­stances
  of the retirement, Disability, death, or Separation from Service of the
  Executive, and such other pertinent information as the Plan Administrator may
  reasonably require.


	
 

	
 


	
6.6

	
Annual Statement. The Plan
  Administrator shall provide to the Executive, within one hundred twenty (120)
  days after the end of each Plan Year, a statement setting forth the benefits
  to be distributed under this Agreement.





11






	
 

	
 


	
6.7

	
Arbitration.  All claims, disputes and other matters in
  question arising out of or relating to this Agreement or the breach or
  interpretation thereof, other than those matters which are to be determined
  by the Bank in its sole and absolute discretion, shall be resolved by binding
  arbitration before a representative member, selected by the mutual agreement
  of the parties, of the Judicial Arbitration and Mediation Services, Inc.
  (“JAMS”), at the location nearest the parties.  In the event JAMS is unable or unwilling to conduct the
  arbitration provided for under the terms of this paragraph, or has
  discontinued its business, the parties agree that a representative member,
  selected by the mutual agreement of the parties of the American Arbitration
  Association (“AAA”) at the location nearest the parties, shall conduct the
  binding arbitration referred to in this paragraph.  Notice of the demand for arbitration shall be filed in writing
  with the other party to this Agreement and with JAMS (or AAA, if
  necessary).  In no event shall the
  demand for arbitration be made after the date when institution of legal or
  equitable proceedings based on such claim, dispute or other matter in
  question would be barred by the applicable statute of limitations.  The arbitration shall be subject to such
  rules of procedure used or established by JAMS, or if there are none, the
  rules of procedure used or established by AAA.  Any award rendered by JAMS or AAA shall be final and binding
  upon the parties, and as applicable, their respective heirs, beneficiaries,
  legal representatives, agents, successors and assigns, and may be entered in
  any court having jurisdiction thereof.
  The obligation of the parties to arbitrate pursuant to this clause
  shall be specifically enforceable in accordance with, and shall be conducted
  consistently with, the provisions of California Law and Civil Procedure.  Any arbitration hereunder shall be
  conducted at the location nearest the parties, unless otherwise agreed to by
  the parties.


	
 

	
 


	
6.8

	
Attorneys’ Fees.  In the event of any arbitration or
  litigation concerning any controversy, claim or dispute between the parties
  hereto, arising out of or relating to this Agreement or the breach hereof, or
  the interpretation hereof, (a) each party shall pay his own attorneys’
  arbitration fees incurred; (b) the prevailing party shall be entitled to recover
  from the other party reasonable expenses, attorneys’ fees and costs incurred
  in the enforcement or collection of any judgment or award rendered. The
  “prevailing party” means any party (one party or both parties, as the case
  may be) determined by the arbitrator(s) or court to be entitled to money
  payments from the other, not necessarily the party in whose favor a judgment
  is rendered.


	
 

	
 


	
6.9

	
Trust.  Notwithstanding the unfunded nature of this Agreement, the Bank
  and the Executive acknowledge and agree that, in the event of a Change in
  Control, upon request of the Executive, or in the Bank’s discretion if the
  Executive does not so request and the Bank nonetheless deems it appropriate,
  the Bank may establish, not later than the effective date of the Change in
  Control, a Rabbi Trust or multiple Rabbi Trusts (the “Trust” or “Trusts”)
  upon such terms and conditions as the Bank, in its sole discretion, deems
  appropriate and in compliance with applicable provisions of the Code, in
  order to permit the Bank to make contributions and/or transfer assets to the
  Trust or Trusts to discharge its obligations pursuant to this Agreement.  The principal of the Trust or Trusts and
  any earnings thereon shall be held separate and apart from other funds of the
  Bank to be used exclusively for discharge of the Bank’s obligations pursuant
  to this Agreement and shall continue to be subject to the claims of the
  Bank’s general creditors until paid to the Executive in such manner and at
  such times as specified in this Agreement.





Article 7
Claims And Review Procedures


	
 

	
 

	
 


	
7.1

	
Claims Procedure.  An Executive or Beneficiary (“claimant”)
  who has not received benefits under the Agreement that he or she believes
  should be distributed shall make a claim for such benefits as follows:


	
 

	
 

	
 


	
 

	
7.1.1

	
Initiation – Written Claim.  The claimant initiates a claim by
  submitting to the Plan Administrator a written claim for the benefits.


	
 

	
 

	
 


	
 

	
7.1.2

	
Timing of Plan Administrator Response.
  The Plan Administrator shall respond to such claimant within 90 days
  after receiving the claim.  If the
  Plan Administrator determines that special circumstances require additional
  time for processing the claim, the Plan Administrator can extend the response
  period by an additional 90 days by notifying the claimant in writing, prior
  to the end of the initial 90-day period, that an additional period is
  required.  The notice of extension
  must set forth the special circumstances and the date by which the Plan
  Administrator expects to render its decision.





12






	
 

	
 

	
 

	
 


	
 

	
7.1.3

	
Notice of Decision.  If the Plan Administrator denies part or
  all of the claim, the Plan Administrator shall notify the claimant in writing
  of such denial.  The Plan
  Administrator shall write the notification in a manner calculated to be
  understood by the claimant.  The
  notification shall set forth:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
The specific reasons for the denial;


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
A reference to the specific provisions of the
  Agreement on which the denial is based;


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
A description of any additional information or
  material necessary for the claimant to perfect the claim and an explanation
  of why it is needed;


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
An explanation of the Agreement’s review procedures
  and the time limits applicable to such procedures; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(e)

	
A statement of the claimant’s right to bring a civil
  action under ERISA Section 502(a) following an adverse benefit determination
  on review.








	
 

	
 

	
 


	
7.2

	
Review Procedure.  If the Plan Administrator denies part or
  all of the claim, the claimant shall have the opportunity for a full and fair
  review by the Plan Administrator of the denial, as follows:


	
 

	
 

	
 


	
 

	
7.2.1

	
Initiation – Written Request.  To initiate the review, the claimant,
  within 60 days after receiving the Plan Administrator’s notice of denial,
  must file with the Plan Administrator a written request for review.


	
 

	
 

	
 


	
 

	
7.2.2

	
Additional Submissions – Information Access.  The claimant shall then have the
  opportunity to submit written comments, documents, records and other
  information relating to the claim.
  The Plan Administrator shall also provide the claimant, upon request
  and free of charge, reasonable access to, and copies of, all documents,
  records and other information relevant (as defined in applicable ERISA
  regulations) to the claimant’s claim for benefits.


	
 

	
 

	
 


	
 

	
7.2.3

	
Considerations on Review.  In considering the review, the Plan
  Administrator shall take into account all materials and information the
  claimant submits relating to the claim, without regard to whether such
  information was submitted or considered in the initial benefit determination.


	
 

	
 

	
 


	
 

	
7.2.4

	
Timing of Plan Administrator Response.  The Plan Administrator shall respond in
  writing to such claimant within 60 days after receiving the request for
  review.  If the Plan Administrator
  determines that special circumstances require additional time for processing
  the claim, the Plan Administrator can extend the response period by an
  additional 60 days by notifying the claimant in writing, prior to the end of
  the initial 60-day period, that an additional period is required.  The notice of extension must set forth the
  special circumstances and the date by which the Plan Administrator expects to
  render its decision.


	
 

	
 

	
 


	
 

	
7.2.5

	
Notice of Decision.  The Plan Administrator shall notify the
  claimant in writing of its decision on review.  The Plan Administrator shall write the notification in a manner
  calculated to be understood by the claimant.
  The notification shall set forth:





13






	
 

	
 

	
 


	
 

	
(a)

	
The specific reasons for the denial;


	
 

	
 

	
 


	
 

	
(b)

	
A reference to the specific provisions of the Agreement
  on which the denial is based;


	
 

	
 

	
 


	
 

	
(c)

	
A statement that the claimant is entitled to
  receive, upon request and free of charge, reasonable access to, and copies
  of, all documents, records and other information relevant (as defined in
  applicable ERISA regulations) to the claimant’s claim for benefits; and


	
 

	
 

	
 


	
 

	
(d)

	
A statement of the claimant’s right to bring a civil
  action under ERISA Section 502(a).  





Article 8
Amendments and Termination


This Agreement may be amended or terminated only by a
written agreement signed by the Bank and the Executive. Provided, however, if
the Board determines in good faith that the Executive is no longer a member of
a select group of management or highly compensated employees, as that phrase
applies to ERISA, for reasons other than death, Disability, retirement, or
following a Change in Control, the Bank may terminate this Agreement.  Additionally, the Bank may also amend this Agreement to
conform to
written directives to the Bank from its banking regulators.  


Article 9
Miscellaneous


	
 

	
 


	
9.1

	
Binding Effect.  This Agreement shall bind the Executive
  and the Bank, and their beneficiaries, survivors, executors, administrators
  and transferees.


	
 

	
 


	
9.2

	
No Guarantee of
  Employment.  This
  Agreement is not a contract for employment.
  It does not give the Executive the right to remain as an employee of
  the Bank, nor does it interfere with the Bank’s right to discharge the
  Executive.  It also does not require
  the Executive to remain an employee nor interfere with the Executive’s right
  to terminate employment at any time.


	
 

	
 


	
9.3

	
Non-Transferability.  Benefits under this Agreement cannot be
  sold, transferred, assigned, pledged, attached or encumbered in any manner.


	
 

	
 


	
9.4

	
Tax Withholding.  The Bank shall withhold any taxes that are
  required to be withheld  from the
  benefits provided under this Agreement.
  The Executive acknowledges that the Bank’s sole liability regarding
  taxes is to forward any amounts withheld to the appropriate taxing
  authority(ies). 


	
 

	
 


	
9.5

	
Applicable Law.  The Agreement and all rights hereunder
  shall be governed by the laws of the State of California, except to the
  extent preempted by the laws of the United States of America.


	
 

	
 


	
9.6

	
Unfunded Arrangement.  The Executive and Beneficiary are general
  unsecured creditors of the Bank for the distribution of benefits under this
  Agreement.  The benefits represent the
  mere promise by the Bank to distribute such benefits.  The rights to benefits are not subject in
  any manner to anticipation, alienation, sale, transfer, assignment, pledge,
  encumbrance, attachment, or garnishment by creditors.  Any insurance on the Executive’s life or
  other informal funding asset is a general asset of the Bank to which the
  Executive and Beneficiary have no preferred or secured claim.





14






	
 

	
 


	
9.7

	
Reorganization.  The Bank shall not merge or
  consolidate into or with another bank, or reorganize, or sell substantially
  all of its assets to another bank, firm, or person unless such succeeding or
  continuing bank, firm, or person agrees to assume and discharge the
  obligations of the Bank under this Agreement.  Upon the occurrence of such event, the term “Bank” as used in
  this Agreement shall be deemed to refer to the successor or survivor bank.


	
 

	
 


	
9.8

	
Entire Agreement.
  This Agreement constitutes the entire agreement between the
  Bank and the Executive as to the subject matter hereof.  No rights are granted to the Executive by
  virtue of this Agreement other than those specifically set forth herein.


	
 

	
 


	
9.9

	
Interpretation.  Wherever
  the fulfillment of the intent and purpose of this Agreement requires, and the
  context will permit, the use of the masculine gender includes the feminine
  and use of the singular includes the plural.


	
 

	
 


	
9.10

	
Alternative Action.  In the event it shall become impossible
  for the Bank or the Plan Administrator to perform any act required by this
  Agreement, the Bank or Plan Administrator may in its discretion perform such
  alternative act as most nearly carries out the intent and purpose of this
  Agreement and is in the best interests of the Bank.


	
 

	
 


	
9.11

	
Headings.  Article
  and section headings are for convenient reference only and shall not control
  or affect the meaning or construction of any of its provisions.


	
 

	
 


	
9.12

	
Validity.  In case any provision of this Agreement
  shall be illegal or invalid for any reason, said illegality or invalidity
  shall not affect the remaining parts hereof, but this Agreement shall be
  construed and enforced as if such illegal and invalid provision has never
  been inserted herein.


	
 

	
 


	
9.13

	
Notice.  Any notice or filing required or permitted to be given to the
  Bank or Plan Administrator under this Agreement shall be sufficient if in
  writing and hand-delivered, or sent by registered or certified mail, to the
  address below: 








	
 


	
First National Bank of Northern California


	
 


	
975 El Camino Real


	
 


	
South San Francisco, CA  94044


	
 








	
 

	
 


	
 

	
Such notice shall be deemed given as of the date of
  delivery or, if delivery is made by mail, as of the date shown on the
  postmark on the receipt for registration or certification.


	
 

	
 


	
 

	
Any notice or filing required or permitted to be
  given to the Executive under this Agreement shall be sufficient if in writing
  and hand-delivered, or sent by mail, to the last known address of the
  Executive.





15






	
 

	
 


	
9.14

	
Opportunity to Consult with Independent Advisors.  The Executive acknowledges that he has
  been afforded the opportunity to consult with independent advisors of his
  choosing including, without limitation, accountants or tax advisors and
  counsel regarding both the benefits granted to him under the terms of this
  Agreement and the (i) terms and conditions which may affect the Executive’s
  right to these benefits and (ii) personal tax effects of such benefits
  including, without limitation, the effects of any federal or state taxes,
  Section 280G of the Code, Section 409A of the Code and guidance or
  regulations thereunder, and any other taxes, costs, expenses or liabilities
  whatsoever related to such benefits, which in any of the foregoing instances
  the Executive acknowledges and agrees shall be the sole responsibility of the
  Executive notwithstanding any other term or provision of this Agreement.  The Executive further acknowledges and
  agrees that the Bank shall have no liability whatsoever related to any such
  personal tax effects or other personal costs, expenses, or liabilities
  applicable to the Executive and further specifically waives any right for
  himself or herself, and his or her heirs, beneficiaries, legal
  representatives, agents, successor and assign to claim or assert liability on
  the part of the Bank related to the matters described above in this Section
  9.14.  The Executive further
  acknowledges that he has read, understands and consents to all of the terms
  and conditions of this Agreement, and that he enters into this Agreement with
  a full understanding of its terms and conditions.





          IN
WITNESS WHEREOF, the Executive and a duly authorized representative of the Bank
have signed this Agreement.


	
 

	
 

	 
	
EXECUTIVE:

	
BANK:


	
 

	
 


	
 

	
FIRST NATIONAL BANK OF NORTHERN


	
 

	
CALIFORNIA


	
 

	
 


	
/s/ David A. Curtis 

	
By: 
	
/s/ Thomas C. McGraw 


	



	 	



	
David A. Curtis

	
Title:
	 
  Chief
  Executive Officer


	
 

	
Date:  

	
  March 3, 2008


	
 

	
 





16







x New Designation


o Change in Designation


I, David A.
Curtis, designate the following as Beneficiary
under the Agreement:

	
 

	
 


	
   Primary:

	
 


	
   Esther D.
 Curtis 

	
100 %


	
 

	
 


	 
	 

	
   Contingent:

	
 


	
   ___________________________________________________________

	
_____%


	
 

	
 


	
   ___________________________________________________________

	
_____%


	
 

	
 




Notes:


	
 

	
 

	
 


	
 

	
•

	
Please PRINT CLEARLY or TYPE the names of the beneficiaries.


	
 

	
 

	
 


	
 

	
•

	
To name a trust as Beneficiary, please
 provide the name of the trustee(s) and the exact name and date of the
 trust agreement.


	
 

	
 

	
 


	
 

	
•

	
To name your estate as Beneficiary, please
 write “Estate of [your name]”.


	
 

	
 

	
 


	
 

	
•

	
Be aware that none of the contingent
 beneficiaries will receive anything unless ALL of the primary beneficiaries
 predecease you.





I understand
that I may change these beneficiary designations by delivering a new written
designation to the Plan Administrator, which shall be effective only upon
receipt and acknowledgment by the Plan Administrator prior to my death. I further
understand that the designations will be automatically revoked if the
Beneficiary predeceases me, or, if I have named my spouse as Beneficiary and
our marriage is subsequently dissolved.


	
 

	
 

	
 


	
Name:

	
David A. Curtis

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
Signature:

	
/s/ David A. Curtis

	
Date: March 3, 2008


	
 

	


	
 








	
 

	
 

	
 

	
 


	
SPOUSAL CONSENT (Required if Spouse not named beneficiary):


	
 

	
 

	
 

	
 


	
I consent to
 the beneficiary designation above, and acknowledge that if I am named
 Beneficiary and our marriage is subsequently dissolved, the designation will
 be automatically revoked.


	
 

	
 

	
 

	
 


	
Spouse Name:

	
___________________________

	
 

	
 


	
 

	
 

	
 

	
 


	
Signature:

	
____________________________________

	
Date:

	
_______






Received by
the Plan Administrator (Bank) this 3rd day of March, 2008.  


By:
/s/ Thomas C. McGraw 




17