Exhibit 10.37 


AMENDMENT NUMBER FIVE TO THE

FNB BANCORP SAVINGS PLAN

(As Amended and Restated Effective January 1, 2002)


          WHEREAS,
the original Plan and Trust Agreement was executed as a California Bankers
Association Prototype Profit Sharing and Salary Deferral 401(k) Plan, effective
January 1, 1976, and was amended and restated effective January 1, 1998, and
entitled The First National Bank Savings Plan at that time; and


          WHEREAS,
FNB Bancorp, a holding company (the “Sponsoring Employer”) adopted the most
recent restatement of the FNB Bancorp Savings Plan (hereinafter the “Plan” or
the “2002 Restatement”), effective as of January 1, 2002; and


          WHEREAS,
the Sponsoring Employer received a favorable letter of determination (dated April
30, 2003) from the Internal Revenue Service (“IRS”) indicating that the Plan is
a tax-qualified retirement plan under Section 401(a) of the Internal Revenue
Code of 1986, as amended (the “Code”) and that the Trust is a tax-qualified
retirement trust under Section 501(a) of the Code, and that the 2002
Restatement complies with the set of laws known collectively as “GUST” – GATT
(the General Agreement on Tariffs and Trade, as part of the Uruguay Round
Agreements Act), USERRA (the Uniformed Services Employment and Re-Employment
Act of 1994), SBJPA (the Small Business Job Protection Act of 1996), TRA ‘97
(the Taxpayer Relief Act of 1997), IRRA (the IRS Restructuring and Reform Act
of 1998), and CRA (the Community Renewal Tax Relief Act of 2000); and


          WHEREAS,
the 2002 Restatement incorporates provisions mandated by the Economic Growth
and Tax Relief Reconciliation Act of 2001 (“EGTRRA”); and


          WHEREAS,
the Sponsoring Employer adopted Amendment Number One to the 2002 Restatement
(1) to comply with the final Treasury regulations under Code Section 401(a)(9)
regarding minimum Plan distributions by including the IRS-prescribed Model
Amendment (for Defined Contribution Plans) set out in Revenue Procedure
2002-29, (2) to change the definition of Disability for Plan purposes, and (3)
to revise the claims procedure in accordance with final Department of Labor
regulations; and


          WHEREAS,
the Sponsoring Employer adopted Amendment Number Two to the 2002 Restatement to
preclude application of the automatic rollover requirement of Section
401(a)(31)(B) of the Code by reducing the Plan’s automatic (involuntary)
cashout amount from $5,000 to $1,000 and to update the Plan’s lost Participant
procedures; and


          WHEREAS,
the Sponsoring Employer adopted Amendment Number Three to the 2002 Restatement
to provide that Service with Sequoia Bank is credited for purposes of
eligibility and vesting under the Plan; and


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          WHEREAS,
the Sponsoring Employer adopted Amendment Number Four to comply with the final
regulations under Code Sections 401(k) and 401(m) and to update the Plan for
other pertinent provisions indicated by the 2005 List of Cumulative Changes in
Plan Qualification Requirements (the “2005 Cumulative List”); and 


          WHEREAS,
the Sponsoring Employer believes that it is in the best interests of Plan
Participants and their Beneficiaries to amend the Plan (1) to change the age
requirement for Plan participation, (2) to add 401(k) non-elective 3% of pay
safe harbor contribution provisions, (3) to change the vesting schedule
applicable to Employer Profit Sharing Accounts to comply with the Pension
Protection Act of 2006, (4) to provide that Forfeitures may be used to pay Plan
administrative expenses, (5) to provide for daily valuations of Accounts, (6)
to provide that the default investment fund is a balanced fund or any other
fund as selected by the Administrative Committee, (7) to provide for automatic
rollovers of involuntary cashouts from $1,000 to $5,000 in accordance with Code
Section 401(a)(31), (8) to provide that a non-Spouse Beneficiary may roll over
a distribution to an inherited IRA, (9) to provide that hardship withdrawals
are permitted if a Participant’s Beneficiary has a financial hardship, (10) to
eliminate the requirement that Participant loans be funded only from a money
market fund, and (11) to name new Trustees for the Plan; and


          WHEREAS,
the Sponsoring Employer reserved the right to amend the Plan in Article 15;


          NOW,
THEREFORE RESOLVED, that the Plan shall be amended as
follows, and the provisions contained in this Amendment Number Five shall
supersede any inconsistent provisions of the Plan.


ELIGIBILITY AND PARTICIPATION


          1.
Effective October 1, 2007, sections (A) and (B) of Article 3.2(b)(i), as set
out in Amendment Number One, shall be amended by deleting the number “21,” and
by substituting in lieu thereof the number “18.”


          2.
Effective January 1, 2008, Article 3.2(b)(i)(B) shall be amended by adding the
words, “... and non-elective safe harbor” after the words, “... profit
sharing and matching ...” in the title and text.


*     *     *     *     *     *



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NON-ELECTIVE SAFE HARBOR CONTRIBUTIONS


          1.
Effective January 1, 2008, Article 4.1 shall be amended to read as follows:


                    “4.1
 Definitions


                              (a)
“ACP Nondiscrimination Test” means the test set out in Code Section
401(m) and regulations thereunder.


                              (b)
“ADP Nondiscrimination Test” means the test set out in Code Section
401(k)(3) and regulations thereunder.


                              (c)
“Average Contribution Percentage” (“ACP”) means the average of the
Contribution Percentages of a group of Eligible Participants.


                              (d)
“Contribution Percentage” means the ratio (expressed as a percentage) of
(i) the matching contributions allocated to an Eligible Participant’s
Account for such Fiscal Year, to (ii) his Testing Compensation for such
Fiscal Year. For this purpose, an Eligible Participant means any Employee who
is eligible to make an Elective Deferral (if the Member Employer takes such
contributions into account in the calculation of the Contribution Percentage)
or to receive a matching contribution (including Forfeitures) or a qualified
matching contribution. If an Eligible Participant’s Account is not credited
with any Member Employer matching or qualified matching contributions for a
Fiscal Year, his Contribution Percentage for that Fiscal Year is zero. The
Contribution Percentage may be adjusted as provided in Article 4.7. The
determination and treatment of the Contribution Percentage of any Eligible
Participant shall satisfy such other requirements as may be prescribed by the
Secretary of the Treasury.


                              (e)
“Excess Deferral” means Elective Deferrals for a calendar year (or for
the Participant’s taxable year that begins in such calendar year) that exceed
the dollar limit provided under Article 4.5 (including the dollar limit
under Article 4.5(a)(iii) for catch-up Elective Deferrals for the year, if
applicable) when counting only Elective Deferrals made to this Plan or another
plan maintained by the Employer. Notwithstanding any other provision of the Plan,
Excess Deferrals plus any income or less any loss allocable thereto may be paid
to Participants who have such Excess Deferrals for a calendar year no later
than the following April 15th. If not paid by such date, these
amounts must remain in the Participant’s Account until otherwise withdrawable
or payable under the terms of the Plan. Because of the double income tax
treatment that a Participant will encounter if these amounts are not returned
to him by the following April 15th, the Committee shall make every
effort to meet this deadline.


                                        (i)
Spousal Consent Not Required


                                                  Payment
of Excess Deferrals will not require the consent of the Participant or the
Participant’s Spouse and will not violate any outstanding Qualified Domestic
Relations Orders.


                                        (ii)
Payments Not Considered Minimum Distributions


                                                  Payments
of Excess Deferrals are not treated as a distribution for purposes of
determining whether the Plan meets the minimum distribution requirements of
Code Section 401(a)(9).


                                        (iii)
Payments Not Considered Hardship Withdrawals


                                                  Payments
of Excess Deferrals are not subject to the hardship withdrawal provisions of Article
9.10.


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                                        (iv)
Participant Notification of Excess Deferrals


                                                  If
Elective Deferrals are made on behalf of a Participant under two or more plans
during a calendar year and the sum of those amounts exceeds the dollar limit in
Article 4.5(a), then the Committee shall establish a claims procedure so
that the Participant can designate the amounts and the plans from which the
Excess Deferrals and attributable earnings shall be returned. The Participant’s
claim shall be in writing; shall be submitted to the Plan Administrator not
later than the following April 15th; shall specify the amount of the
Participant’s Excess Deferrals for the preceding calendar year; and shall be
accompanied by the Participant’s written statement that if such Excess
Deferrals and attributable earnings are not distributed, the amounts deferred
under this Plan and other plans or arrangements described in Code Sections
401(k), 408(k), or 403(b), will exceed the limit imposed on the Participant by
Code Section 402(g) for the year in which the deferral occurred.


                                        (v)
Deemed Notification of Excess Deferrals


                                                  A
Participant is deemed to have provided the notification of Excess Deferrals if
the Excess Deferrals arise solely from Elective Deferrals made under this Plan
or any other plan, contract, arrangement maintained by the Employer.


                                        (vi)
Distribution of Elective Deferrals


                                                  Excess
Deferrals, as adjusted for investment performance allocable thereto (as set out
in Article 4.8), shall be distributed no later than April 15.


                              (f)
“Highly Compensated Employee” (“HCE”) for a Fiscal Year includes:


                                        (i)
A 5% Owner in the current or the preceding Fiscal Year;


                                        (ii)
An Employee whose Testing Compensation exceeds $80,000 (multiplied by the
Adjustment Factor) in the preceding Fiscal Year; and if the Sponsoring Employer
so elects, an Employee may be an “HCE” under this subsection (ii) only if his
Testing Compensation exceeds the dollar limit (stated above) in the preceding
Fiscal Year and the Employee is a member of the Top Paid Group in such
preceding Fiscal Year. The Sponsoring Employer elects not to make the Top Paid Group election.
This election may be changed without prior approval from the Internal Revenue
Service by way of a Plan amendment executed by the Sponsoring Employer.


                              (g)
“Non-Highly Compensated Employee (“Non-HCE”) for a Fiscal Year means an
Employee who is not a Highly Compensated Employee for that Fiscal Year.


                              (h)
“Top Paid Group” for a Fiscal Year is equal to 20% of the total number
of Employees of the Employer for the preceding Fiscal Year. In determining the
total number of Employees for such Fiscal Year, the following Employees may be
excluded:


                                        (i)
Those who have not completed six months of service at the end of such Fiscal
Year;


                                        (ii)
Those who normally work less than 171⁄2 hours per week;


                                        (iii)
Those who normally work less than six months per year;


                                        (iv)
Those who have not reached their 21st birthday;


                                        (v)
Non-resident aliens; and


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                                        (vi)
Collectively bargained Employees, provided that this exclusion may be used only
if at least 90% of the Employees of the Employer are covered by bona fide
collective bargaining agreements.


                                        The
Top Paid Group will be determined by listing all of the Employees of the
Employer (including those excluded above) in descending order by Testing
Compensation and selecting the 20% of the total number of Employees as
determined above who are the highest paid. An Employee may be in the Top Paid
Group even though he falls in one of the groups which have been excluded in
determining the number of Employees. The resolution of any ambiguity relating
to the determination of HCE(s) shall be based on IRS regulation 1.414(q).”


          2.
Effective January 1, 2008, Article 4.2(b) shall be amended to read as follows:


                    “(b)
Member Employer Non-Elective 401(k) Safe Harbor Contributions


                              (i)
Formula


                                        Effective
January 1, 2008, the Member Employer shall make a non-elective contribution
(which is a piece of the profit sharing contribution) for each Fiscal Year. The
non-elective safe harbor contribution equals 3% of the aggregate Plan
Compensation (for the entire Fiscal Year) of the Employees who have
entered the profit sharing portion of the Plan and who are eligible to be
Participants in the 401(k) Elective Deferral portion of the Plan. In
calculating 3% of the aggregate Plan Compensation, individual Participants’
Plan Compensation dollar limits as set out in Article 2.44 shall not be
exceeded.


                              (ii)
Eligibility


                                        The
Member Employer shall make a non-elective contribution on behalf of an Employee
who has entered the profit sharing and non-elective portions of the Plan and is
eligible to make Elective Deferrals under the 401(k) Elective Deferral portion
of the Plan for the Fiscal Year, regardless of whether he is credited with
1,000 Hours of Service during the Fiscal Year, regardless of whether he is
employed by the Member Employer on the last day of the Fiscal Year, and
regardless of whether he elects to make 401(k) Elective Deferrals under Article
4.5 for that Fiscal Year. An Employee shall be eligible to be credited with an
allocation of the Member Employer’s non-elective safe harbor contribution once
he has satisfied the participation requirements of Article 3.2(b)(i)(B) for
entry into the profit sharing and non-elective portions of the Plan.


                              (iii)
Full Vesting


                                        A
non-elective safe harbor contribution is fully vested when made.


                              (iv)
Distribution Restrictions


                                        The
amounts allocated to a Participant’s Non-Elective Account shall be subject to
the distribution restrictions that apply to Elective Deferral Accounts, as set
out in Article 9.11.


                              (v)
Allocation and Timing


                                        The
Member Employer’s non-elective safe harbor contribution shall be allocated to
Participants’ Non-Elective Accounts. Member Employer non-elective safe harbor
contributions shall be made no later than twelve months after the close of a
Fiscal Year in order for those contributions to be considered for such Fiscal
Year under the 401(k) safe harbor rules.


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                              (vi)
Current Year Testing


                                        The
Plan shall apply current year testing for any Fiscal Year in which a
non-elective safe harbor contribution is made.


                              (vii)
Fiscal Year Requirement


                                        Except
as provided in Regulation Sections 1.401(k)-3(e) and 1.401(m)-3(f) and below,
the Plan will fail to satisfy the 401(k) safe harbor requirements for a Fiscal
Year unless the safe harbor provisions remain in effect for an entire twelve
(12) month Fiscal Year. However, if a Plan has a short Fiscal Year as a result
of changing its Fiscal Year, then the Plan will not fail to satisfy the safe
harbor requirements merely because the Fiscal Year has less than twelve (12)
months, provided that:


                                        (A)
The Plan satisfies the 401(k) safe harbor requirements for the immediately
preceding Fiscal Year; and


                                        (B)
The Plan satisfies the 401(k) safe harbor requirements for the immediately
following Fiscal Year (or for the immediately following twelve (12) months if
the immediately following Fiscal Year is less than twelve (12) months.


                              (viii)
Plan Termination


                                        A
Member Employer may terminate the safe harbor plan mid-year resulting in a
short Fiscal Year. This will not violate the 12-month requirement in the
following situations: (1) on account of an acquisition or disposition
transaction described in Code Section 410(b)(6)(C) or a substantial business
hardship within the meaning of Code Section 412(d), or (2) on account of an
“exiting” rule. If the termination is due to hardship or an acquisition
transaction, the Plan remains a safe harbor plan, provided that the Member
Employer satisfies the safe harbor provisions through the effective date of the
Plan termination; prior notice to Participants is not required. If the Member
Employer terminates the Plan for any other reason and the termination results
in a short Fiscal Year, the Member Employer must satisfy the safe harbor
provisions through the Plan termination and meet the ADP and ACP
Nondiscrimination Tests with current year testing for the Fiscal Year and the
supplemental notice requirements of 1.401(k)-3(g) and 1.401(m)-3(h), except
that the Member Employer need not provide Participants with the right to change
their cash or deferred elections since the Plan is terminating.”


          3.
Effective January 1, 2008, Article 4.2(e)(i)(B)(3) shall be amended by adding
the following at the end thereto:


                    “The
Member Employer’s non-elective safe harbor contribution shall satisfy the
minimum contribution requirement for a Top-Heavy Plan.”


          4.
Effective January 1, 2008, Article 4.6 shall be amended to read as follows:


                    “4.6
ADP Nondiscrimination Test Not Required for Safe Harbor Plan


                              (a)
ADP Nondiscrimination Test


                                        For
any Fiscal Year, the ADP Nondiscrimination Test set out in Code Section
401(k)(3) shall be automatically satisfied, provided that the Plan satisfies
the minimum non-elective safe harbor contribution and notice requirements
described in Articles 4.2(b) and 4.13, as added in this Amendment Number
Five.


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                              (b)
ACP Nondiscrimination Test


                                        In
any Fiscal Year in which the Member Employer makes a non-elective safe harbor
contribution pursuant to Article 4.2(b), if the Member Employer does not
make a matching contribution pursuant to Article 4.2(c), the ACP
Nondiscrimination Test set out in Code Section 401(m)(2) need not be met. However,
if a matching contribution is made and it does not satisfy the ACP safe harbor
requirements of Code Section 401(m)(11), the ACP Nondiscrimination Test set out
in Article 4.7, Code Section 401(m) and regulations issued thereunder shall
apply.”


          5.
Effective January 1, 2008, subsections (ii), (iii) and (iv) of Article 4.7(a),
as set out in Amendment Number Four, shall be deleted, and the following
subsection (ii) shall be added:


                    “(ii)
Elective Deferrals Under Safe Harbor Plan Are Excluded


                              Elective
Deferrals made under a 401(k) safe harbor plan are excluded from the
Contribution Percentage.”


          6.
Effective January 1, 2008, Article 4.7(b) shall be amended by adding a new
subsection (v), which shall read as follows:


                              “(v)
Current Year Testing for Safe Harbor Plans


                                        The
current year testing method must be deemed to be used for any Fiscal Year in
which a non-elective safe harbor contribution is made under
Articles 4.2(b) and for any Fiscal Year in which the Plan fails to meet
the safe harbor requirements for any reason.”


          7.
Effective January 1, 2008, Article 4.8(a), as set out in Amendment Number Four,
shall be amended by deleting the words, “... Excess Contributions ...” in
the first sentence.


          8.
Effective January 1, 2008, Articles 4.8(b)(ii) and 4.9(c), as set out in
Amendment Number Four, shall be deleted and the space reserved for future use.


          9.
Effective January 1, 2008, Articles 4.9(d) and (e), as set out in Amendment
Number Four, shall be amended to read as follows:


                    “(d)
Correction Period for ACP Nondiscrimination Test Violations


                              Failure
to correct excess matching contributions, as adjusted for income or loss
allocable thereto pursuant to Article 4.8, by the close of the Fiscal Year
following the Fiscal Year for which they are made shall cause the 401(k)
Elective Deferral portion of the Plan to fail to satisfy the requirements of
Code Section 401(m)(2) for the Fiscal Year for which the excess matching
contributions were made and for all subsequent Fiscal Years that they remain in
the Trust. Notwithstanding the above, the Member Employer shall be liable for
an excise tax on the amount of the excess matching contributions unless they
are corrected within 21⁄2 months after the close of the Fiscal Year for which
they were made (or such other period as may be permitted under current
guidelines).


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                    (e)
Match May Be Forfeited to Avoid Nondiscrimination


                              Excess
matching contributions are treated as Member Employer contributions for
purposes of Code Sections 415 and 401(a)(4). The Plan may forfeit matching
contributions attributable to Excess Deferrals and excess matching
contributions to avoid a violation of Code Section 401(a)(4).”


          10.
Effective January 1, 2008, Article 4.10, as set out in Amendment Number Four,
shall be amended to read as follows:


                    
“4.10 Record Requirement


                              
The Member Employer shall maintain such records as may be needed to prove that
for each Fiscal Year the non-elective safe harbor requirements of Articles
4.2(b) and 4.13 and the nondiscrimination requirements of Article 4.7 are met.”


          11.
Effective January 1, 2008, Article 4 shall be amended by adding the following
at the end thereto:


                    
“4.13 Notice Regarding Member Employer Non-Elective 401(k) Safe Harbor
Contributions


                              (a)
Content


                                        Effective
January 1, 2008, each Member Employer shall make a non-elective 401(k) safe
harbor contribution for each Fiscal Year, as set out in Article 4.2(b).
Each Member Employer making such a non-elective 401(k) safe harbor contribution
shall satisfy an annual notice requirement. The required notice shall be in
writing or in an electronic form that is as understandable as a written notice
and shall be distributed before the start of each Fiscal Year to Eligible
Employees who are eligible to participate in the Plan. An Employee who is
provided with an electronic notice shall be entitled to receive a paper copy of
the notice, without charge, if he or she so requests, and the electronic notice
shall specify that. The notice shall be accurate and comprehensive and shall
set forth the following information in a manner that is understandable by the
average Plan Participant:


                                        (i)
The amount of the Member Employer’s non-elective safe harbor contribution for
the coming Fiscal Year;


                                        (ii)
Any other required or discretionary Employer or Employee contributions that
must or can be made under the Plan, and the conditions to receive them;


                                        (iii)
The plan to which the Member Employer’s non-elective safe harbor contributions
will be made;


                                        (iv)
The type and amount of compensation that may be deferred by Eligible Employees
who are Participants;


                                        (v)
Procedures for making Elective Deferral elections, including timing and
administrative requirements for elections;


                                        (vi)
The Plan’s withdrawal and vesting provisions; and


                                        (vii)
Information about where or from whom a Participant may obtain details about the
Plan.



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                              (b)
Timing


                                        The
notice shall be provided within a reasonable period of time (based on facts and
circumstances) before the following Fiscal Year. The Plan is deemed to comply
with the “reasonable period of time” requirement if the notice is provided not
less than 30 days nor more than 90 days before the beginning of the following
Fiscal Year. For any Eligible Employee who is newly eligible to participate in
the Plan, the notice shall be provided no more than 90 days prior to and not
later than the date he becomes eligible to participate in the Plan. If the
information required by (ii), (iii) and (iv) above is already contained in the
current summary plan description provided to Employees, the notice required by
this Article 4.13 may be satisfied by cross-referencing the appropriate
sections of the current summary plan description and by providing the
information required by (i), (v), (vi) and (vii) above in the annual notice.
The notice must also provide information that would enable an Employee to
obtain additional Plan information. An Employee must have at least 30 days
following receipt of the annual notice to make or change a deferral election.”


          12.
Effective January 1, 2008, Article 5.2(a) shall be amended by adding the words,
“... safe harbor ...” after the word, “... non-elective ...” in each
place where they appear in the title and the text.


*     *     *     *     *     *


PROFIT SHARING ALLOCATION REDUCED BY SAFE
HARBOR


          1. Effective
January 1, 2008, Article 5.2(b)(i) shall be amended by adding the following at
the end thereto:


                    “Effective
January 1, 2008, a Participant’s profit sharing allocation for a Fiscal Year
shall be reduced by the non-elective safe harbor contribution allocated to that
Participant’s Account for the Fiscal Year under Article 4.2(b).”


*     *     *     *     *     *


VESTING


          1. Effective
January 1, 2007, Article 6.2 shall be amended to read as follows:


                    “6.2
Vesting Based on Service


                              Except
as otherwise provided in Article 6.1, Article 6.5(d), and Article 15.3,
effective January 1, 2007, a Participant’s Employer Account shall become vested
in accordance with the following schedule if such schedule results in a greater
vested percentage than the percentage otherwise applicable at any time:


	
 

	
 


	
Years of Service

	
Vested Percentage


	


	




	
Less than 2 years

	
0%


	
2 years

	
20%


	
3 years

	
40%


	
4 years

	
60%


	
5 years

	
80%


	
6 years or more

	
100%





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          The
revised vesting schedule shall apply to all Employer Accounts derived from
Member Employer profit sharing or matching contributions made at any time,
except that the Account of a Deferred Vested Participant (as defined in Article
8.3(a)(iii)) as of January 1, 2007, remains subject to the vesting schedule
that applied prior to 2007.”


*     *     *     *     *     *


FORFEITURES


          1. Effective
October 1, 2007, Article 6.5(b) shall be amended to read as follows:


                    “(b)
Matching Contribution Forfeitures


                              Forfeitures
attributable to Matching Accounts of the Participants employed by a Member
Employer during a Fiscal Year which are not used to restore Participants’
Accounts as of the last day of such Fiscal Year shall be used to pay
administrative expenses of the Plan and Trust. Remaining Forfeitures
attributable to Matching Accounts shall be added to the Member Employer’s
matching contribution for such Fiscal Year (in which the Forfeiture occurs) and
shall be allocated as of the last day of such Fiscal Year to the Matching
Accounts of then Eligible Participants as other matching contributions are
allocated as provided in Article 4. Forfeitures of excess matching
contributions will be allocated as is the matching contribution for the Fiscal
Year.”


          2.   Effective October 1, 2007,
Article 6.5(c)
shall be amended to read as follows:


                    “(c)
Profit Sharing Forfeitures


                              Forfeitures
attributable to Profit Sharing Accounts of the Participants employed by a
Member Employer during a Fiscal Year which are not used to restore
Participants’ Accounts as of the last day of such Fiscal Year shall be used to
pay administrative expenses of the Plan and Trust. Remaining Forfeitures
attributable to Profit Sharing Accounts shall be added to the Member Employer’s
profit sharing contribution for such Fiscal Year (in which the Forfeiture
occurs) and shall be allocated as of the last day of such Fiscal Year to the
Profit Sharing Accounts of Eligible Participants of that Member Employer as
provided in Article 5.”


*     *     *     *     *     *


VALUATIONS AND ACCOUNTING


          1. Effective
October 1, 2007, Articles 2.63, 7.4 and 7.5 are amended by deleting the words,
“... June 30 and December 31 of each Fiscal Year ...” and “... June 30 or December 31
....,” respectively, and by substituting in lieu thereof the words, “... the
last day of the Fiscal Year.”


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          2. Effective
October 1, 2007, Articles 7.1, 7.2, 7.3, 8.2 and 8.3(a)(i) shall be amended by
deleting the words, “... semi-annual ...”


          3. Effective
October 1, 2007, Article 14.5 shall be amended by deleting the words, “...
Semi-Annual ...” in the title and by deleting the words, “... June 30 and
December 31 ...” in the text and by substituting in lieu thereof the words,
“... March 31, June 30, September 30 and December 31 ...” in the text.


*     *     *     *     *     *


INVESTMENT FUNDS


          1. Effective
October 1, 2007, the first sentence of Article 13.7(a) shall be amended by
adding the following at the end thereto:


                    “... or such other investment fund as the Committee may determine or as may be
required by applicable guidelines.”


          2. Effective
October 1, 2007, the first sentence of Article 13.7(b) shall be amended by
adding the following at the end thereto:


                    “... (or such other investment fund as has been selected by the Committee as the
default investment).”


*     *     *     *     *     *


AUTOMATIC ROLLOVERS/INVOLUNTARY CASHOUTS


          1. Effective
October 1, 2007, Article 9.3(a) shall be amended to read as follows:


                    “(a)
Automatic Cashout or Automatic Rollover of Amounts of $5,000 or Less


                              If
the Participant’s vested Account (as determined with reference to Article
9.3(c), as modified in Amendment Number Two) does not exceed $5,000 or
such other amount allowed in accordance with Code Sections 401(a)(31) and 411,
distribution shall be made in a lump sum as soon as practicable after the
amount can be determined in accordance with Article 8.3, except as provided
below. Notwithstanding the above, if an automatic distribution is greater than
$1,000 but less than or equal to $5,000, if the Participant does not elect to
have such distribution paid in a direct rollover to an “eligible retirement
plan” specified by the Participant in accordance with the Plan’s direct
rollover provisions set out in Article 9.12 or to receive the distribution
directly in cash in accordance with this Article 9, then the Plan Administrator
will direct payment of the distribution in a direct rollover to an individual
retirement plan that is designated by the Plan Administrator. The automatic
rollover requirement shall not apply to distributions made to surviving
Spouses, death Beneficiaries other than surviving Spouses, Alternate Payees,
Participants receiving hardship distributions under Article 9.10 or other
distributions that are not “eligible rollover distributions” under Code Section
402 and Article 9.12.”


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          2. Effective
October 1, 2007, the first clause of the first sentence of Article 9.3(b) shall
be amended to read as follows:


                    “If
the Participant’s vested Account does not meet the automatic cashout or
automatic rollover requirements of Article 9.3(a) ...”


          3. Effective
October 1, 2007, Article 9.4(c), as set out in Amendment Number Two, shall be
amended by deleting, “$1,000” and substituting “$5,000.”


 


          4. Effective
October 1, 2007, Article 9.5(b) shall be amended by deleting the period and
adding the following clause at the end thereto:


                    “... unless it is rolled over to an individual retirement plan pursuant to the
automatic rollover rules set out in Article 9.3(a).”


*     *     *     *     *     *


NON-SPOUSE BENEFICIARY ROLLOVERS TO IRAS


          1. Effective
October 1, 2007, Article 9.12(b)(i) shall be amended by adding the following at
the end thereto:


                    “Effective
October 1, 2007, a portion of a distribution shall not fail to be an eligible
rollover distribution because it is transferred to an inherited IRA for a
distributee who is a non-Spouse Beneficiary.”


          2. Effective
October 1, 2007, Article 9.12(b)(ii) shall be amended by adding the following
at the end thereto:


                    “Effective
October 1, 2007, the definition of eligible retirement plan set out in this
section shall also apply in the case of a distribution to a non-Spouse
Beneficiary, but only if the eligible rollover distribution is transferred
directly to an inherited IRA of the Participant that is held for the benefit of
the non-Spouse Beneficiary.”


          3. Effective
October 1, 2007, Article 9.12(b)(iii) shall be amended by adding the following
at the end thereto:


                    “Effective
October 1, 2007, a distributee includes an Employee’s non-Spouse Beneficiary
with regard to the interest of the Employee’s Account that is transferred to an
inherited IRA.”


*     *     *     *     *     *


HARDSHIP WITHDRAWALS


          1. Effective
October 1, 2007, Article 9.10(a)(ii), as revised in Amendment Number Four,
shall be further amended by adding the following at the end thereto:


                    “For
purposes of this Article 9.10(a)(ii), expenses of a Participant’s designated
Beneficiary for the purposes set out in subsections (A), (C) or (E) shall also constitute a
distribution that is deemed to be an immediate and heavy financial need of the
Participant under this Article 9.10.”


*     *     *     *     *     *


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PARTICIPANT LOANS


          1. Effective
October 1, 2007, Article 13.6(c)(ii)(6) shall be deleted, with the space
reserved for future use.


*     *     *     *     *     *


TRUSTEE


          1. Effective
October 1, 2007, Article 2.62 shall be amended by deleting the name, “The
Mechanics Bank,” and by substituting in lieu thereof the names, “Jim Black,
Tony Clifford, Dave Curtis and Tom McGraw.”


          2. Effective
October 1, 2007, Article 14 shall be amended by adding a new section 14.13,
which shall read as follows:


                    “14.13 Individual
Trustee Rules


                              The
action of individual Trustees shall be determined by the vote or other
affirmative expression of the majority thereof, and they shall designate one of
their members to keep a record of their decision on matters to be determined
hereunder and of all dates, documents and other matters pertaining to their
administration of this Trust. However, no Trustee who is a Participant shall
vote on any action relating specifically to himself, and in the event the
remaining Trustees by majority vote thereof are unable to come to a
determination of any such question, the matter shall be decided by the
Sponsoring Employer.”


*     *     *     *     *     *


DEFINITIONS


          1. Effective
January 1, 2008, Article 2.34 shall be amended to read as follows:


                    “2.34
 ‘Non-Elective Account’ means that
portion of an Account attributable to the Member Employer’s non-elective safe
harbor contributions as provided in Article 4.2(b).”


          2. Effective
January 1, 2007, the first paragraph and section (a) of the definition of Plan
Compensation in Article 2.44 shall be amended to read as follows:


                    “2.44
 “Plan Compensation” for any Fiscal
Year, for purposes of Member Employer profit sharing, matching and
non-elective safe harbor contributions means all amounts paid by the
Member Employer to an Eligible Employee, excluding overtime pay, commissions and
bonuses, and
not just while a Plan Participant, with respect to services
rendered during such Fiscal Year, including all amounts contributed by the
Member Employer pursuant to a salary reduction agreement which are not
includible in the Employee’s gross income under Code Sections 125, 402(g)(3),
457 or 132(f)(4).


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For purposes of Participant Elective Deferrals, Plan
Compensation means all amounts paid by the Member Employer to
an Eligible Employee, excluding executive bonuses, and not just
while a Plan Participant, with respect to services rendered during
such Fiscal Year, including all amounts contributed by the Member Employer
pursuant to a salary reduction agreement which are not includible in the
Employee’s gross income under Code Sections 125, 402(g)(3), 457 or 132(f)(4). 


                              
(a) Plan Compensation shall specifically exclude amounts contributed to or
distributed from a non-qualified deferred compensation plan or amounts realized
from the sale, exercise or exchange of Employer stock or stock options.”


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          IN
WITNESS WHEREOF, the Sponsoring Employer has executed
this Amendment Number Five on this first day of December, 2007.


	
 

	
 


	
 

	
FNB Bancorp


	
 

	
(Sponsoring Employer)


	
 

	
 


	
 

	
By: /s/
David A. Curtis 


	
 

	



	
 

	
Chief
  Financial Officer





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