SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

[X]      Annual report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the fiscal year ended December 31, 2004, or

[ ]      Transition report pursuant to Section 13 or 15 (d) of Securities
         Exchange Act of 1934

                          Commission File No. 000-49693

                                   FNB BANCORP
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          California                                            92-2115369
-------------------------------                         ------------------------
(State or other jurisdiction of                         (IRS Employer ID Number)
 incorporation or organization)

  975 El Camino Real, South San Francisco, California              94080
  ---------------------------------------------------            ----------
       (Address of principal executive offices)                  (Zip code)

                                 (650) 588-6800
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

  Securities registered pursuant to Section 12(b) of
                                            the Act:  None
                                                     ---------------------------

  Securities registered pursuant to Section 12(g) of
                                            the Act:
                                                     ---------------------------

                                     Title of Class:  Common Stock, no par value
                                                     ---------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

   Aggregate market value of the voting and non-voting common equity held by
 non-affiliates of the registrant, computed by reference to the price at which
  the common equity was last sold, or the average bid and asked price of such
  common equity, as of the last business day of the registrant's most recently
                  completed second fiscal quarter: $73,460,064

   Number of shares outstanding of each of the registrant's classes of common
                           stock, as of March 22, 2005

            No par value Common Stock - 2,566,332 shares outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
   The following documents are incorporated by reference into this Form 10-K:
           Part III, Items 10 through 14 from Registrant's definitive
          proxy statement for the 2005 annual meeting of shareholders.

                               Page 1 of 87 pages
<PAGE>

                                     PART I

ITEM 1.   BUSINESS
------------------

         Forward-Looking Statements: Certain matters discussed or incorporated
by reference in this Annual Report on Form 10-K including, but not limited to,
matters described in "Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations," are forward-looking statements that are
subject to risks and uncertainties that could cause actual results to differ
materially from those projected. Forward-looking statements are certain written
and oral statements made or incorporated by reference from time to time by FNB
Bancorp or its representatives in this document or other documents filed with
the Securities and Exchange Commission, press releases, conferences, or
otherwise that are not historical facts, or are preceded by, followed by or that
include words such as "anticipate," "believe," "plan," "estimate," "seek," and
"intend," and words of similar import are intended to identify forward-looking
statements. Changes to such risks and uncertainties, which could impact future
financial performance, include, among others, (1) competitive pressures in the
banking industry; (2) changes in the interest rate environment; (3) general
economic conditions, nationally, regionally and in operating market areas; (4)
changes in the regulatory environment; (5) changes in business conditions and
inflation; (6) changes in securities markets; (7) data processing problems; and
(8) the U. S. "war on terrorism" and any U.S. military action in the Middle
East. Therefore, the information set forth therein should be carefully
considered when evaluating the business prospects of FNB Bancorp and its
subsidiary, First National Bank of Northern California.

         All forward-looking statements of FNB Bancorp are qualified by and
should be read in conjunction with such risk disclosure. FNB Bancorp undertakes
no obligation to publicly update or revise any forward-looking statements
whether as a result of new information, future events or otherwise.

General
-------

         FNB Bancorp (sometimes referred to herein as the "Company") is a bank
holding company registered under the Bank Holding Company Act of 1956, as
amended. The Company was incorporated under the laws of the State of California
on February 28, 2001. As a bank holding company, the Company is authorized to
engage in the activities permitted under the Bank Holding Company Act of 1956,
as amended, and regulations thereunder. Its principal office is located at 975
El Camino Real, South San Francisco, California 94080, and its telephone number
is (650) 588-6800.

         The Company owns all of the issued and outstanding shares of common
stock of First National Bank of Northern California, a national banking
association ("First National Bank" or the "Bank"). The Company has no other
subsidiary.

         The Bank was organized in 1963 as "First National Bank of Daly City."
In 1995, the shareholders approved a change in the name to "First National Bank
of Northern California." The administrative headquarters of the Bank is located
at 975 El Camino Real, South San Francisco, California. The Bank is locally

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owned and presently operates eleven full service banking offices within its
primary service area of San Mateo County, in the cities of Colma, Daly City,
South San Francisco, Millbrae, Pacifica, Half Moon Bay, San Mateo, Redwood City
and Pescadero. The Bank also provides reduced services since August 2003 for the
City and County of San Francisco through its Flower Mart facility in San
Francisco. These services are limited to a night drop and an ATM machine. The
Bank's primary business is servicing the business or commercial banking needs of
individuals and small to mid-sized businesses within San Mateo and San Francisco
Counties.

         The Bank is chartered under the laws of the United States and is
governed by the National Bank Act, and is a member of the Federal Reserve
System. The Federal Deposit Insurance Corporation insures the deposits of the
Bank up to the applicable legal limits. The Bank is subject to regulation,
supervision and regular examination by the Office of the Comptroller of the
Currency. The regulations of the Federal Deposit Insurance Corporation, the
Board of Governors of the Federal Reserve System, and the Office of the
Comptroller of the Currency govern many aspects of the Bank's business and
activities, including investments, loans, borrowings, branching, mergers and
acquisitions, reporting and numerous other areas. The Bank is also subject to
applicable provisions of California law to the extent those provisions are not
in conflict with or preempted by federal banking law. See "Supervision and
Regulation" below.

         First National Bank offers a broad range of services to individuals and
businesses in its primary service area with an emphasis upon efficiency and
personalized attention. First National Bank provides a full line of business
financial products with specialized services such as courier, appointment
banking, and business internet banking. The Bank offers personal and business
checking and savings accounts, including individual interest-bearing negotiable
orders of withdrawal ("NOW"), money market accounts and/or accounts combining
checking and savings accounts with automatic transfer capabilities, IRA
accounts, time certificates of deposit and direct deposit of social security,
pension and payroll checks and computer cash management with access through the
internet. First National Bank also makes available commercial, standby letters
of credit, construction, accounts receivable, inventory, automobile, home
improvement, residential real estate, commercial real estate, single family
mortgage, Small Business Administration, office equipment, leasehold improvement
and consumer loans as well as overdraft protection lines of credit. In addition,
the Bank sells travelers checks and cashiers checks, offers automated teller
machine (ATM) services tied in with major statewide and national networks and
offers other customary commercial banking services. During 2003, the Bank added
Debit Card and Online Banking, while the Bill Payment product was introduced in
2004.

         Most of First National Bank's deposits are obtained from commercial
businesses, professionals and individuals. As of December 31, 2004, First
National Bank had a total of 23,441 accounts. On occasion, the Bank has obtained
deposits through deposit brokers for which it pays a broker fee. As of December
31, 2004, First National Bank had no such deposits. There is no concentration of
deposits or any customer with 5% or more of First National Bank's deposits.

                                       3
<PAGE>

         At December 31, 2004, the Company had total assets of $490,054,000, net
loans of $340,906,000, deposits of $413,253,000 and shareholders' equity of
$52,629,000. The Company competes with approximately 33 other banking or savings
institutions in its service areas. The Company's market share of Federal Deposit
Insurance Corporation insured deposits in the service area of San Mateo County
is approximately 2.43% (based upon the most recent information available by the
Federal Deposit Insurance Corporation through June 30, 2004). See "Competitive
Data" below.

Employees
---------

         At December 31, 2004, The Company employed 160 persons on a full-time
basis. The Company believes its employee relations are good. The Company is not
a party to any collective bargaining agreement.

Pending Transaction
-------------------

         First National Bank has entered into an Acquisition Agreement dated
November 5, 2004, as amended, with Sequoia National Bank, a national banking
association based in San Francisco, California ("Sequoia"), Hemisphere National
Bank, a national banking association based in Miami, Florida ("HNB") and Privee
Financial, Inc., the holding company for HNB ("Privee"), whereby First National
Bank proposes to acquire, for cash, all of the assets, liabilities and banking
business of Sequoia and, simultaneously, HNB proposes to acquire and merge with
the remaining national bank charter of Sequoia and then relocate the charter to
Monterey Park, California. Pursuant to the terms of the Acquisition Agreement,
as amended, the two banking offices of Sequoia (located at 65 Post Street and at
699 Portola Drive in San Francisco, California) would become branches of First
National Bank. Consummation of the transactions contemplated by the Acquisition
Agreement, as amended, is subject to approval by the Sequoia shareholders and
the prior receipt of all necessary regulatory approvals. The Company and First
National Bank have filed applications with the Office of the Comptroller of the
Currency and the Board of Governors of the Federal Reserve System seeking their
respective approvals to consummate the proposed transaction, and such
applications are currently pending. HNB and Privee are also seeking the
approvals from the Office of the Comptroller of the Currency and the Board of
Governors of the Federal Reserve System, separate from the applications filed by
the Company and First National Bank. There can be no assurance that any or all
of the required regulatory approvals will be obtained in a timely manner, or at
all, or that consummation of the proposed transactions will occur as provided in
the Acquisition Agreement, as amended. The Sequoia shareholders approved the
proposed transactions at a special meeting of shareholders held on March 16,
2005.

Available Information
---------------------

         FNB Bancorp and First National Bank maintain an Internet website at
http://www.fnbnorcal.com. The Company's annual report on form 10-K, quarterly
reports on Form 10-Q, current reports on 10-K and amendments to those reports,
filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, are made available free of charge on or through such website as
soon as reasonably practicable after such material is electronically filed with,

                                       4
<PAGE>

or furnished to, the Securities and Exchange Commission. Also made available on
or through such website are the Section 16 reports of ownership and changes in
ownership of the Company's common stock which are filed with the Securities and
Exchange Commission by the directors and executive officers of the Company and
by any persons who own more than 10 percent of the outstanding shares of such
stock. Information on such website is not incorporated by reference into this
report.


                           SUPERVISION AND REGULATION

General
-------

         FNB Bancorp. The common stock of FNB Bancorp is subject to the
registration requirements of the Securities Act of 1933, as amended, and the
qualification requirements of the California Corporate Securities Law of 1968,
as amended. FNB Bancorp has registered its common stock under Section 12 (g) of
the Securities Exchange Act of 1934, as amended, which include, but are not
limited to, annual, quarterly and other current reports with the Securities and
Exchange Commission.

         FNB Bancorp is a bank holding company within the meaning of the Bank
Holding Company Act of 1956, as amended (the "Bank Holding Company Act"), and is
registered as such with, and subject to the supervision of, the Board of
Governors of the Federal Reserve System (the "Board of Governors"). FNB Bancorp
is required to obtain the approval of the Board of Governors before it may
acquire all or substantially all of the assets of any bank, or ownership or
control of the voting shares of any bank if, after giving effect to such
acquisition of shares, FNB Bancorp would own or control more than 5% of the
voting shares of such bank. The Bank Holding Company Act prohibits FNB Bancorp
from acquiring any voting shares of, or interest in, all or substantially all of
the assets of, a bank located outside the State of California unless such an
acquisition is specifically authorized by the laws of the state in which such
bank is located. Any such interstate acquisition is also subject to the
provisions of the Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994.

         FNB Bancorp, and any subsidiaries, which it may acquire or organize,
are deemed to be "affiliates" of The Company within the meaning of that term as
defined in the Federal Reserve Act. This means, for example, that there are
limitations (a) on loans by First National Bank to its affiliates, and (b) on
investments by First National Bank in affiliates' stock as collateral for loans
to any borrower. FNB Bancorp and First National Bank are also subject to certain
restrictions with respect to engaging in the underwriting, public sale and
distribution of securities.

         In addition, regulations of the Board of Governors under the Federal
Reserve Act require that reserves be maintained by First National Bank in
conjunction with any liability of FNB Bancorp under any obligation (promissory
note, acknowledgment of advance, banker's acceptance or similar obligation) with
a weighted average maturity of less than seven (7) years to the extent that the
proceeds of such obligations are used for the purpose of supplying funds to
First National Bank for use in its banking business, or to maintain the
availability of such funds.

                                       5
<PAGE>

         First National Bank of Northern California. As a national banking
association licensed under the national banking laws of the United States, First
National Bank is regularly examined by the Office of the Comptroller of the
Currency and is subject to supervision and regulation by the Federal Deposit
Insurance Corporation, the Board of Governors, and the Office of the Comptroller
of the Currency. This supervision and regulation includes comprehensive reviews
of all major aspects of First National Bank's business and condition, including
its capital ratios, allowance for possible loan losses and other factors.
However, no inference should be drawn that such authorities have approved any
such factors. First National Bank is required to file reports with the Office of
the Comptroller of the Currency and the Federal Deposit Insurance Corporation.
First National Bank's deposits are insured by the Federal Deposit Insurance
Corporation up to the applicable legal limits.

Capital Standards.
------------------

         The Board of Governors, the Federal Deposit Insurance Corporation, and
the Office of the Comptroller of the Currency have adopted risk-based guidelines
for evaluating the capital adequacy of bank holding companies and banks. The
guidelines are designed to make capital requirements sensitive to differences in
risk profiles among banking organizations, to take into account off-balance
sheet exposures and to aid in making the definition of bank capital uniform
internationally. Under the guidelines, First National Bank is required to
maintain (and FNB Bancorp and First National Bank will be required to maintain)
capital equal to at least 8.0% of its assets and commitments to extend credit,
weighted by risk, of which at least 4.0% must consist primarily of common equity
(including retained earnings) and the remainder may consist of subordinated
debt, cumulative preferred stock, or a limited amount of loan loss reserves.

         Assets, commitments to extend credit, and off-balance sheet items are
categorized according to risk and certain assets considered to present less risk
than others permit maintenance of capital at less than the 8% ratio. For
example, most home mortgage loans are placed in a 50% risk category and
therefore require maintenance of capital equal to 4% of those loans, while
commercial loans are placed in a 100% risk category and therefore require
maintenance of capital equal to 8% of those loans.

         Under the risk-based capital guidelines, assets reported on an
institution's balance sheet and certain off-balance sheet items are assigned to
risk categories, each of which has an assigned risk weight. Capital ratios are
calculated by dividing the institution's qualifying capital by its period-end
risk-weighted assets. The guidelines establish two categories of qualifying
capital: Tier 1 capital (defined to include common shareholders' equity and
noncumulative perpetual preferred stock) and Tier 2 capital which includes,
among other items, limited life (and in the case of banks, cumulative) preferred
stock, mandatory convertible securities, subordinated debt and a limited amount
of reserve for credit losses. Tier 2 capital may also include up to 45% of the
pretax unrealized gains on certain available-for-sale equity securities having
readily determinable fair values (i.e. the excess, if any, of fair market value
over the book value or historical cost of the investment security). The federal
regulatory agencies reserve the right to exclude all or a portion of the
unrealized gains upon a determination that the equity securities are not
prudently valued. Unrealized gains and losses on other types of assets, such as
bank premises and available-for-sale debt securities, are not included in Tier 2

                                       6
<PAGE>

capital, but may be taken into account in the evaluation of overall capital
adequacy and net unrealized losses on available-for-sale equity securities will
continue to be deducted from Tier 1 capital as a cushion against risk. Each
institution is required to maintain a minimum risk-based capital ratio
(including Tier 1 and Tier 2 capital) of 8%, of which at least half must be Tier
1 capital.

         A leverage capital standard was adopted as a supplement to the
risk-weighted capital guidelines. Under the leverage capital standard, an
institution is required to maintain a minimum ratio of Tier 1 capital to the sum
of its quarterly average total assets and quarterly average reserve for loan
losses, less intangibles not included in Tier 1 capital. Period-end assets may
be used in place of quarterly average total assets on a case-by-case basis. The
Board of Governors and the Federal Deposit Insurance Corporation have also
adopted a minimum leverage ratio for bank holding companies as a supplement to
the risk-weighted capital guidelines. The leverage ratio establishes a minimum
Tier 1 ratio of 3% (Tier 1 capital to total assets) for the highest rated bank
holding companies or those that have implemented the risk-based capital market
risk measure. All other bank holding companies must maintain a minimum Tier 1
leverage ratio of 4% with higher leverage capital ratios required for bank
holding companies that have significant financial and/or operational weakness, a
high risk profile, or are undergoing or anticipating rapid growth.

         At December 31, 2004, The Company was in compliance with the
risk-weighted capital and leverage ratios. See "Capital" under Item 7 below.



Prompt Corrective Action
------------------------

         The Board of Governors, Federal Deposit Insurance Corporation, and
Office of the Comptroller of the Currency have adopted regulations implementing
a system of prompt corrective action pursuant to Section 38 of the Federal
Deposit Insurance Act and Section 131 of the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"). The regulations establish five
capital categories with the following characteristics: (1) "Well capitalized" -
consisting of institutions with a total risk-based capital ratio of 10% or
greater, a Tier 1 risk-based capital ratio of 6% or greater and a leverage ratio
of 5% or greater, and the institution is not subject to an order, written
agreement, capital directive or prompt corrective action directive; (2)
"Adequately capitalized" - consisting of institutions with a total risk-based
capital ratio of 8% or greater, a Tier 1 risk-based capital ratio of 4% or
greater and a leverage ratio of 4% or greater, and the institution does not meet
the definition of a "well capitalized" institution; (3) "Undercapitalized" -
consisting of institutions with a total risk-based capital ratio less than 8%, a
Tier 1 risk-based capital ratio of les than 4%, or a leverage ratio of less than
4%; (4) "Significantly undercapitalized" - consisting of institutions with a
total risk-based capital ratio of less than 6%, a Tier 1 risk-based capital
ratio of less than 3%, or a leverage ratio of less than 3%; (5) "Critically
undercapitalized" - consisting of an institution with a ratio of tangible equity
to total assets that is equal to or less than 2%.

         The regulations established procedures for classification of financial
institutions within the capital categories, filing and reviewing capital
restoration plans required under the regulations and procedures for issuance of

                                       7
<PAGE>

directives by the appropriate regulatory agency, among other matters. The
regulations impose restrictions upon all institutions to refrain from certain
actions which would cause an institution to be classified within any one of the
three "undercapitalized" categories, such as declaration of dividends or other
capital distributions or payment of management fees, if following the
distribution or payment the institution would be classified within one of the
"undercapitalized" categories. In addition, institutions that are classified in
one of the three "undercapitalized" categories are subject to certain mandatory
and discretionary supervisory actions. Mandatory supervisory actions include (1)
increased monitoring and review by the appropriate federal banking agency; (2)
implementation of a capital restoration plan; (3) total asset growth
restrictions; and (4) limitation upon acquisitions, branch expansion, and new
business activities without prior approval of the appropriate federal banking
agency. Discretionary supervisory actions may include (1) requirements to
augment capital; (2) restrictions upon affiliate transactions; (3) restrictions
upon deposit gathering activities and interest rates paid; (4) replacement of
senior executive officers and directors; (5) restrictions upon activities of the
institution and its affiliates; (6) requiring divestiture or sale of the
institution; and (7) any other supervisory action that the appropriate federal
banking agency determines is necessary to further the purposes of the
regulations. Further, the federal banking agencies may not accept a capital
restoration plan without determining, among other things, that the plan is based
on realistic assumptions and is likely to succeed in restoring the depository
institution's capital. In addition, for a capital restoration plan to be
acceptable, the depository institution's parent holding company must guarantee
that the institution will comply with such capital restoration plan.

The aggregate liability of the parent holding company under the guaranty is
limited to the lesser of (i) an amount equal to 5 percent of the depository
institution's total assets at the time it became undercapitalized, and (ii) the
amount that is necessary (or would have been necessary) to bring the institution
into compliance with all capital standards applicable with respect to such
institution as of the time it fails to comply with the plan. If a depository
institution fails to submit an acceptable plan, it is treated as if it were
"significantly undercapitalized". FDICIA also restricts the solicitation and
acceptance of and interest rates payable on brokered deposits by insured
depository institutions that are not "well capitalized." An "undercapitalized"
institution is not allowed to solicit deposits by offering rates of interest
that are significantly higher than the prevailing rates of interest on insured
deposits in the particular institution's normal market areas or in the market
areas in which such deposits would otherwise be accepted.

         Any financial institution which is classified as "critically
undercapitalized" must be placed in conservatorship or receivership within 90
days of such determination unless it is also determined that some other course
of action would better serve the purposes of the regulations. Critically
undercapitalized institutions are also prohibited from making (but not accruing)
any payment of principal or interest on subordinated debt without prior
regulatory approval and regulators must prohibit a critically undercapitalized
institution from taking certain other actions without prior approval, including
(1) entering into any material transaction other than in the usual course of
business, including investment expansion, acquisition, sale of assets or other
similar actions; (2) extending credit for any highly leveraged transaction; (3)
amending articles or bylaws unless required to do so to comply with any law,
regulation or order; (4) making any material change in accounting methods; (5)
engaging in certain affiliate transactions; (6) paying excessive compensation or

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<PAGE>

bonuses; and (7) paying interest on new or renewed liabilities at rates which
would increase the weighted average costs of funds beyond prevailing rates in
the institution's normal market areas.

Additional Regulations
----------------------

         Under FDICIA, the federal financial institution agencies have adopted
regulations which require institutions to establish and maintain comprehensive
written real estate policies which address certain lending considerations,
including loan-to-value limits, loan administrative policies, portfolio
diversification standards, and documentation, approval and reporting
requirements. FDICIA further generally prohibits an insured bank from engaging
as a principal in any activity that is impermissible for a national bank, absent
Federal Deposit Insurance Corporation determination that the activity would not
pose a significant risk to the Bank Insurance Fund, and that such bank is, and
will continue to be, within applicable capital standards.

         The Federal Financial Institutions Examination Council ("FFIEC")
utilizes the Uniform Institutions Rating System ("UFIRS"), commonly referred to
as "CAMELS," to classify and evaluate the soundness of financial institutions.
Bank examiners use the CAMELS measurements to evaluate capital adequacy, asset
quality, management, earnings, liquidity and sensitivity to market risk.
Effective January 1, 2005, bank holding companies such as the Company, will be
subject to evaluation and examination under a revised bank holding company
rating system. This so-called BOPEC rating system, implemented in 1979, has been
focused primarily on financial condition, consolidated capital and consolidated
earnings. The new rating system reflects a change toward analysis of risk
management (as reflected in bank examination under the CAMELS measurements), in
addition to financial factors and the potential impact of nondepository
subsidiaries upon depository institution subsidiaries.

         The federal financial institution agencies have established bases for
analysis and standards for assessing financial institution's capital adequacy in
conjunction with the risk-based capital guidelines including analysis of
interest rate risk, concentrations of credit risk, risk posed by non-traditional
activities, and factors affecting overall safety and soundness. The safety and
soundness standards for insured financial institutions include analysis of (1)
internal controls, information systems and internal audit systems; (2) loan
documentation; (3) credit underwriting; (4) interest rate exposure; (5) asset
growth; (6) compensation, fees and benefits; and (7) excessive compensation for
executive officers, directors or principal shareholders which could lead to
material financial loss. If an agency determines that an institution fails to
meet any standard, the agency may require the financial institution to submit to
the agency an acceptable plan to achieve compliance with the standard. If the
agency requires submission of a compliance plan and the institution fails to
timely submit an acceptable plan or to implement an accepted plan, the agency
must require the institution to correct the deficiency. The agencies may elect
to initiate enforcement action in certain cases rather than rely on an existing
plan particularly where failure to meet one or more of the standards could
threaten the safe and sound operation of the institution.

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<PAGE>

         Community Reinvestment Act ("CRA") regulations evaluate banks' lending
to low and moderate income individuals and businesses across a four-point scale
from "outstanding" to "substantial noncompliance," and are a factor in
regulatory review of applications to merge, establish new branches or form bank
holding companies. In addition, any bank rated in "substantial noncompliance"
with the CRA regulations may be subject to enforcement proceedings. First
National Bank has a current rating of "satisfactory" for CRA compliance.

Limitation on Dividends
-----------------------

         The Company's ability to pay cash dividends is subject to restrictions
set forth in the California General Corporation Law. Funds for payment of any
cash dividends by the Company would be obtained from its investments as well as
dividends and/or management fees from First National Bank. First National Bank's
ability to pay cash dividends is subject to restrictions imposed under the
National Bank Act and regulations promulgated by the Office of the Comptroller
of the Currency.

         FNB Bancorp has paid quarterly dividends for each quarter commencing
with the second quarter of 2002. Future dividends will continue to be determined
after consideration of the Company's earnings, financial condition, future
capital funds, regulatory requirements and other factors such as the Board of
Directors may deem relevant. It is the intention of the Company to pay cash
dividends, subject to legal restrictions on the payment of cash dividends and
depending upon the level of earnings, management's assessment of future capital
needs and other factors to be considered by the Board of Directors.

         The California General Corporation Law provides that a corporation may
make a distribution to its shareholders if the corporation's retained earnings
equal at least the amount of the proposed distribution. The California General
Corporation Law further provides that, in the event sufficient retained earnings
are not available for the proposed distribution, a corporation may nevertheless
make a distribution to its shareholders if, after giving effect to the
distribution, it meets two conditions, which generally stated are as follows:
(i) the corporation's assets must equal at least 125% of its liabilities; and
(ii) the corporation's current assets must equal at least its current
liabilities or, if the average of the corporation's earnings before taxes on
income and before interest expense for the two preceding fiscal years was less
than the average of the corporation's interest expense for those fiscal years,
then the corporation's current assets must equal at least 125% of its current
liabilities.

         The Board of Governors of the Federal Reserve System generally
prohibits a bank holding company from declaring or paying a cash dividend which
would impose undue pressure on the capital of subsidiary banks or would be
funded only through borrowing or other arrangements that might adversely affect
a bank holding company's financial position. The Federal Reserve Board policy is
that a bank holding company should not continue its existing rate of cash
dividends on its common stock unless its net income is sufficient to fully fund
each dividend and its prospective rate of earnings retention appears consistent
with its capital needs, asset quality and overall financial condition.

                                       10
<PAGE>

         First National Bank of Northern California. First National Bank's
shareholder is entitled to receive dividends when and as declared by its Board
of Directors, out of funds legally available therefore, subject to the
restrictions set forth in the National Bank Act.

         The payment of cash dividends by First National Bank may be subject to
the approval of the Office of the Comptroller of the Currency, as well as
restrictions established by federal banking law and the Federal Deposit
Insurance Corporation. Approval of the Office of the Comptroller of the Currency
is required if the total of all dividends declared by First National Bank's
board of directors in any calendar year will exceed First National Bank's net
profits for that year combined with its retained net profits for the preceding
two years, less any required transfers to surplus or to a fund for the
retirement of preferred stock. Additionally, the Federal Deposit Insurance
Corporation and/or the Office of the Comptroller of the Currency, might, under
some circumstances, place restrictions on the ability of a bank to pay dividends
based upon peer group averages and the performance and maturity of that bank.


                                   COMPETITION

Competitive Data
----------------

         In its market area, First National Bank competes for deposit and loan
customers with other banks (including those with much greater resources),
thrifts and, to a lesser extent, credit unions, finance companies and other
financial service providers.

         Larger banks may have a competitive advantage because of higher lending
limits and major advertising and marketing campaigns. They also perform
services, such as trust services, international banking, discount brokerage and
insurance services, which First National Bank is not authorized nor prepared to
offer currently. First National Bank has made arrangements with its
correspondent banks and with others to provide some of these services for its
customers. For borrowers requiring loans in excess of First National Bank's
legal lending limits, First National Bank has offered, and intends to offer in
the future, such loans on a participating basis with its correspondent banks and
with other independent banks, retaining the portion of such loans which is
within its lending limits. As of December 31, 2004, First National Bank's
aggregate legal lending limits to a single borrower and such borrower's related
parties were $8,305,000 on an unsecured basis and $13,842,000 on a fully secured
basis, based on regulatory capital of $55,366,000.

         First National Bank's business is concentrated in its service area,
which primarily encompasses San Mateo County, but also includes portions of the
City and County of San Francisco. The economy of First National Bank's service
area is dependent upon government, manufacturing, tourism, retail sales,
population growth and smaller service oriented businesses.

         Based upon the June 2004 Deposit and Market Share Report prepared by
California Banksite Corporation, there were 149 commercial and savings banking
offices in San Mateo County with a total of $16,967,470,000 in deposits at June
30, 2004. First National Bank had a total of 11 offices with total deposits of
$413,130,000 at the same date, or 2.43% of the San Mateo County totals. At

                                       11
<PAGE>

December 31, 2003, there were 148 commercial and savings banking offices in San
Mateo County with total deposits of $16,384,560,000, while First National Bank
had $374,640,000, or 2.29% of the San Mateo County totals.

         In 1996, pursuant to Congressional mandate, the Federal Deposit
Insurance Corporation reduced bank deposit insurance assessment rates to a range
from $0 to $0.27 per $100 of deposits, dependent upon a bank's risk. Based upon
the risk-based assessment rate schedule, First National Bank's current capital
ratios and level of deposits, First National Bank anticipates no change in the
assessment rate applicable to it during 2005 from that in 2004.

General Competitive Factors
---------------------------

         In order to compete with the financial institutions in their primary
service areas, community banks such as First National Bank use to the fullest
extent possible, the flexibility which is accorded by their independent status.
This includes an emphasis on specialized services, local promotional activity,
and personal contacts by their respective officers, directors and employees.
They also seek to provide special services and programs for individuals in their
primary service area who are employed in the agricultural, professional and
business fields, such as loans for equipment, furniture and tools of the trade
or expansion of practices or businesses. In the event there are customers whose
loan demands exceed their respective lending limits, they seek to arrange for
such loans on a participation basis with other financial institutions. They also
assist those customers requiring services not offered by either bank to obtain
such services from correspondent banks.

         Banking is a business that depends on interest rate differentials. In
general, the difference between the interest rate paid by a bank to obtain their
deposits and other borrowings and the interest rate received by a bank on loans
extended to customers and on securities held in a bank's portfolio comprise the
major portion of a bank's earnings. Commercial banks compete with savings and
loan associations, credit unions, other financial institutions and other
entities for funds. For instance, yields on corporate and government debt
securities and other commercial paper affect the ability of commercial banks to
attract and hold deposits. Commercial banks also compete for loans with savings
and loan associations, credit unions, consumer finance companies, mortgage
companies and other lending institutions.

         The interest rate differentials of a bank, and therefore their
earnings, are affected not only by general economic conditions, both domestic
and foreign, but also by statutes and as implemented by federal agencies,
particularly the Federal Reserve Board. The Federal Reserve Board can and does
implement national monetary policy, such as seeking to curb inflation and combat
recession, by its open market operations in United States government securities,
adjustments in the amount of interest free reserves that banks and other
financial institutions are required to maintain, and adjustments to the discount
rates applicable to borrowing by banks from the Federal Reserve Board. These
activities influence the growth of bank loans, investments and deposits and also
affect interest rates charged on loans and paid on deposits. The nature and
timing of any future changes in monetary policies and their impact on First
National Bank are not predictable.

                                       12
<PAGE>

Legislative and Regulatory Impact
---------------------------------

         Since 1996, California law implementing certain provisions of prior
federal law has (1) permitted interstate merger transactions; (2) prohibited
interstate branching through the acquisition of a branch business unit located
in California without acquisition of the whole business unit of the California
bank; and (3) prohibited interstate branching through de novo establishment of
California branch offices. Initial entry into California by an out-of-state
institution must be accomplished by acquisition or merger with an existing whole
bank, which has been in existence for at least five years.

         The federal financial institution agencies, especially the Office of
the Comptroller of the Currency and the Board of Governors, have taken steps to
increase the types of activities in which national banks and bank holding
companies can engage, and to make it easier to engage in such activities. The
Office of the Comptroller of the Currency has issued regulations permitting
national banks to engage in a wider range of activities through subsidiaries.
"Eligible institutions" (those national banks that are well capitalized, have a
high overall rating and a satisfactory CRA rating, and are not subject to an
enforcement order) may engage in activities related to banking through operating
subsidiaries subject to an expedited application process. In addition, a
national bank may apply to the Office of the Comptroller of the Currency to
engage in an activity through a subsidiary in which First National Bank itself
may not engage.

         The Gramm-Leach-Bliley Act (the "Act"), eliminated most of the
remaining depression-era "firewalls" between banks, securities firms and
insurance companies which was established by the Banking Act of 1933, also known
as the Glass-Steagall Act ("Glass-Steagall"). Glass-Steagall sought to insulate
banks as depository institutions from the perceived risks of securities dealing
and underwriting, and related activities. The Act repealed Section 20 of
Glass-Steagall, which prohibited banks from affiliating with securities firms.
Bank holding companies that can qualify as "financial holding companies" can
now, among other matters, acquire securities firms or create them as
subsidiaries, and securities firms can now acquire banks or start banking
activities through a financial holding company. The Act includes provisions
which permit national banks to conduct financial activities through a subsidiary
that are permissible for a national bank to engage in directly, as well as
certain activities authorized by statute, or that are financial in nature or
incidental to financial activities to the same extent as permitted to a
"financial holding company" or its affiliates. This liberalization of United
States banking and financial services regulation applies both to domestic
institutions and foreign institutions conducting business in the United States.
Consequently, the common ownership of banks, securities firms and insurance is
now possible, as is the conduct of commercial banking, merchant banking,
investment management, securities underwriting and insurance within a single
financial institution using a structure authorized by the Act.

         Prior to the Act, significant restrictions existed on the affiliation
of banks with securities firms and related securities activities. Banks were
also (with minor exceptions) prohibited from engaging in insurance activities or
affiliating with insurers. The Act removed these restrictions and substantially
eliminated the prohibitions under the Bank Holding Company Act on affiliations
between banks and insurance companies. Bank holding companies which qualify as
financial holding companies can now, among other matters, insure, guarantee, or

                                       13
<PAGE>

indemnify against loss, harm, damage, illness, disability, or death; issue
annuities; and act as a principal, agent, or broker regarding such insurance
services.

         In order for a commercial bank to affiliate with a securities firm or
an insurance company pursuant to the Act, its bank holding company must qualify
as a financial holding company. A bank holding company will qualify if (i) its
banking subsidiaries are "well capitalized" and "well managed" and (ii) it files
with the Board of Governors a certification to such an effect and a declaration
that it elects to become a financial holding company. The amendment of the Bank
Holding Company Act now permits financial holding companies to engage in
activities, and acquire companies engaged in activities, that are financial in
nature or incidental to such financial activities. Financial holding companies
are also permitted to engage in activities that are complementary to financial
activities if the Board of Governors determines that the activity does not pose
a substantial risk to the safety or soundness of depository institutions or the
financial system in general. These standards expand upon the list of activities
"closely related to banking" which have to date defined the permissible
activities of bank holding companies under the Bank Holding Company Act.

         One further effect of the Act was to require that federal financial
institution and securities regulatory agencies prescribe regulation to implement
the policy that financial institutions must respect the privacy of their
customers and protect the security and confidentiality of customers' non-public
personal information. These regulations require, in general, that financial
institutions (1) may not disclose non-public information of customers to
non-affiliated third parties without notice to their customers, who must have an
opportunity to direct that such information not be disclosed; (2) may not
disclose customer account numbers except to consumer reporting agencies; and (3)
must give prior disclosure of their privacy policies before establishing new
customer relationships.

         Neither the Company nor First National Bank has determined whether or
when it may seek to acquire and exercise new powers or activities under the Act,
and the extent to which competition will change among financial institutions
affected by the Act has not yet become clear.

                               RECENT LEGISLATION

The Patriot Act
---------------

         On October 26, 2001, President Bush signed the USA Patriot Act (the
"Patriot Act"), which includes provisions pertaining to domestic security,
surveillance procedures, border protection, and terrorism laws to be
administered by the Secretary of the Treasury. Title III of the Patriot Act
entitled "International Money Laundering Abatement and Anti-Terrorist Financing
Act of 2001" includes amendments to the Bank Secrecy Act which expand the
responsibilities of financial institutions in regard to anti-money laundering
activities with particular emphasis upon international money laundering and
terrorism financing activities through designated correspondent and private
banking accounts.

                                       14
<PAGE>

         Section 313 (a) of the Patriot Act prohibits any insured financial
institution such as First National Bank, from providing correspondent accounts
to foreign banks which do not have a physical presence in any country
(designated as "shell banks"), subject to certain exceptions for regulated
affiliates of foreign banks. Section 313 (a) also requires financial
institutions to take reasonable steps to ensure that foreign bank correspondent
accounts are not being used to indirectly provide banking services to foreign
shell banks, and Section 319 (b) requires financial institutions to maintain
records of the owners and agent for service of process of any such foreign banks
with whom correspondent accounts have been established.

         Section 312 of the Patriot Act creates a requirement for special due
diligence for correspondent accounts and private banking accounts. Under Section
312, each financial institution that establishes, maintains, administers, or
manages a private banking account or a correspondent account in the United
States for a non-United States person, including a foreign individual visiting
the United States, or a representative of a non-United States person shall
establish appropriate, specific, and, where necessary, enhanced, due diligence
policies, procedures, and controls that are reasonably designed to detect and
record instances of money laundering through those accounts.

         The Company and First National Bank are not currently aware of any
account relationships between the Bank and any foreign bank or other person or
entity as described above under Sections 313 (a) or 312 of the Patriot Act. The
terrorist attacks on September 11, 2001 have realigned national security
priorities of the United States and it is reasonable to anticipate that the
United States Congress may enact additional legislation in the future to combat
terrorism including modifications to existing laws such as the Patriot Act to
expand powers as deemed necessary. The effects which the Patriot Act and any
additional legislation enacted by Congress may have upon financial institutions
is uncertain; however, such legislation would likely increase compliance costs
and thereby potentially have an adverse effect upon the Company's results of
operations.

         The Check Clearing for the 21st Century Act (commonly referred to as
"Check 21") was signed into law in 2003 and became effective on October 28,
2004. The law facilitates check truncation by creating a new negotiable
instrument called a "substitute check" which permits banks to truncate original
checks, to process check information electronically and to deliver "substitute
checks" to banks that want to continue receiving paper checks. Check 21 is
intended to reduce the dependence of the check payment system on physical
transportation networks (which can be disrupted by terrorist attacks of the type
which occurred on September 11, 2001) and to streamline the collection and
return process. The law does not require banks to accept checks in electronic
form nor does it require banks to use the new authority granted by the Act to
create "substitute checks." The Company and First National Bank do not currently
anticipate that compliance with the Act will have a material effect upon their
financial position or results of operations or cash flows.

Sarbanes-Oxley Act of 2002
--------------------------

         President George W. Bush signed the Sarbanes-Oxley Act of 2002 (the
"Act") on July 30, 2002, which addressed certain concerns regarding corporate
governance and accountability. Among other matters, key provisions of the Act

                                       15
<PAGE>

and rules promulgated by the Securities and Exchange Commission pursuant to the
Act include the following:

         Expanded oversight of the accounting profession by creating a new
independent public company oversight board to be monitored by the SEC.

         Revised rules on auditor independence to restrict the nature of
non-audit services provided to audit clients and to require such services to be
pre-approved by the audit committee.

         Improved corporate responsibility through mandatory listing standards
relating to audit committees, certifications of periodic reports by the CEO and
CFO and making issuer interference with an audit a crime.

         Enhanced financial disclosures, including periodic reviews for largest
issuers and real time disclosure of material company information.

         Enhanced criminal penalties for a broad array of white collar crimes
and increases in the statute of limitations for securities fraud lawsuits.

         Disclosure of whether a company has adopted a code of ethics that
applies to the company's principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions, and disclosure of any amendments or waivers to such code of
ethics. This disclosure obligation became effective for fiscal years ending on
or after July 15, 2003. The ethics code must contain written standards that are
reasonably designed to deter wrongdoing and to promote:

         Honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships;

         Full, fair, accurate, timely, and understandable disclosure in reports
and documents that a registrant files with, or submits to, the Securities and
Exchange Commission and in other public communications made by the registrant;

o        Compliance with applicable governmental laws, rules and regulations;

o        The prompt internal reporting to an appropriate person or persons
identified in the code of violations of the code; and

o        Accountability for adherence to the code.

o        Disclosure of whether a company's audit committee of its board of
directors has a member of the audit committee who qualifies as an "audit
committee financial expert." The disclosure obligation became effective for
fiscal years ending on or after July 15, 2003. To qualify as an "audit committee
financial expert," a person must have:

o        An understanding of generally accepted accounting principles and
financial statements;

                                       16
<PAGE>

o        The ability to assess the general application of such principles in
connection with the accounting for estimates, accruals and reserves;

o        Experience preparing, auditing, analyzing or evaluating financial
statements that present a breadth and level of complexity of accounting issues
that are generally comparable to the breadth and complexity of issues that can
reasonably be expected to be raised by the registrant's financial statements, or
experience actively supervising one or more persons engaged in such activities;

o        An understanding of internal controls and procedures for financial
reporting; and

o        An understanding of audit committee functions.

A person must have acquired the above listed attributes to be deemed to qualify
as an "audit committee financial expert" through any one or more of the
following:

o        Education and experience as a principal financial officer, principal
accounting officer, controller, public accountant or auditor or experience in
one or more positions that involve the performance of similar functions;

o        Experience actively supervising a principal financial officer,
principal accounting officer, controller, public accountant, auditor or person
performing similar functions;

o        Experience overseeing or assessing the performance of companies or
public accountants with respect to the preparation, auditing or evaluation of
financial statements; or

o        Other relevant experience.

The disclosure obligation contains a specific safe harbor provision to clarify
that the designation of a person as an "audit committee financial expert" does
not cause that person to be deemed to be an "expert" for any purpose under
Section 11 of the Securities Act of 1933, as amended, or impose on such person
any duties, obligations or liability greater that the duties, obligations and
liability imposed on such person as a member of the audit committee and the
board of directors, absent such designation. Such a designation also does not
affect the duties, obligations or liability of any other member of the audit
committee or board of directors.

o        A prohibition on insider trading during pension plan black-out periods.

o        Disclosure of off-balance sheet transactions.

o        A prohibition on personal loans to directors and officers.

o        Conditions on the use of non-GAAP (generally accepted accounting
principles) financial measures.

                                       17
<PAGE>

o        Standards on professional conduct for attorneys requiring attorneys
having an attorney-client relationship with a company, among other matters, to
report "up the ladder" to the audit committee, another board committee or the
entire board of directors certain material violations.

o        Expedited filing requirements for Form 4 reports of changes in
beneficial ownership of securities reducing the filing deadline to within 2
business days of the date a transaction triggers an obligation to report.

o        Accelerated filing requirements for Forms 10-K and 10-Q by public
companies which qualify as "accelerated filers" to be phased-in, reducing the
filing deadline for Form 10-K reports from the current 75 days(formerly 90 days)
after the fiscal year end to 60 days, and Form 10-Q reports from the current 45
days (formerly 45 days) after the fiscal quarter end to 35 days, in each case to
be effective for the respective reports filed for fiscal years ending on or
after December 15, 2005.

o        Disclosure concerning website access to reports on Forms 10-K, 10-Q and
8-K, and any amendments to those reports, by "accelerated filers" as soon as
reasonably practicable after such reports and material are filed with or
furnished to the Securities and Exchange Commission.

o        Rules requiring national securities exchanges and national securities
associations to prohibit the listing of any security whose issuer does not meet
audit committee standards established pursuant to the Act, including:

o        Independence standards for members;

o        Responsibility for selecting and overseeing the issuer's independent
accountant;

o        Responsibility for handling complaints regarding the issuer's
accounting practices;

o        Authority to engage advisers; and

o        Funding requirements for the independent auditor and outside advisers
engaged by the audit committee.

On November 4, 2003, the Securities and Exchange Commission adopted changes to
the standards for the listing of issuer securities by the New York Stock
Exchange and the Nasdaq Stock Market. The revised standards for listing conform
to and supplement Rule 10A-3 under the Securities Exchange Act of 1934, as
amended, which the Securities and Exchange Commission adopted in April 2003
pursuant to the Act. In the future, if the Company's common stock is listed on
the Nasdaq Stock Market, the Company would be required to comply with these
listing standards, as revised, in addition to the rules promulgated by the
Securities and Exchange Commission pursuant to the Act.

The effect of the Act upon the Company is uncertain; however, the Company will
incur increased costs to comply with the Act and the rules and regulations
promulgated pursuant to the Act by the Securities and Exchange Commission and
other regulatory agencies having jurisdiction over the Company. The Company does

                                       18
<PAGE>

not currently anticipate, however, that compliance with the Act and such rules
and regulations will have a material adverse effect upon its financial position
or results of its operations or its cash flows.

California Corporate Disclosure Act
-----------------------------------

         The California Corporate Disclosure Act (the "CCD Act"), became
effective January 1, 2003. The CCD Act requires publicly traded corporations
incorporated or qualified to do business in California to disclose information
about their past history, auditors, directors and officers. The CCD Act requires
the Company to disclose:

o        The name of the company's independent auditor and a description of
services, if any, performed for the company during the previous 24 months;

o        The annual compensation paid to each director and executive officer,
including stock or stock options not otherwise available to other company
employees;

o        A description of any loans made to a director at a "preferential" loan
rate during the previous 24 months, including the amount and terms of the loans;

o        Whether any bankruptcy was filed by a company or any of its directors
or executive officers within the previous 10 years;

o        Whether any director or executive officer of a company has been
convicted of fraud during the previous 10 years; and

o        Whether a company violated any federal securities laws or any
securities or banking provisions of California law during the previous 10 years
for which the company was found liable or fined more than $10,000.

The Company does not currently anticipate that compliance with the CCD Act will
have a material adverse effect upon its financial position or results of its
operations or its cash flows.

Future Legislation and Regulations
----------------------------------

         Certain legislative and regulatory proposals that could affect FNB
Bancorp, First National Bank, and the banking business in general are
periodically introduced before the United States Congress, the California State
Legislature and Federal and state government agencies. It is not known to what
extent, if any, legislative proposals will be enacted and what effect such
legislation would have on the structure, regulation and competitive
relationships of financial institutions. It is likely, however, that such
legislation could subject FNB Bancorp and First National Bank to increased
regulation, disclosure and reporting requirements, competition, and costs of
doing business.

         In addition to legislative changes, the various Federal and state
financial institution regulatory agencies frequently propose rules and
regulations to implement and enforce already existing legislation. It cannot be

                                       19
<PAGE>

predicted whether or in what form any such rules or regulations will be enacted
or the effect that such regulations may have on the Company and First National
Bank.


ITEM 2. PROPERTIES
------------------


         FNB Bancorp does not own any real property. Since its incorporation on
February 28, 2001, FNB Bancorp has conducted its operations at the
administrative offices of First National Bank, located at 975 El Camino Real,
South San Francisco, California 94080.

         First National Bank owns the land and building at 975 El Camino Real,
South San Francisco, California 94080. The premises consist of a modern,
three-story building of approximately 20,000 square feet and off-street parking
for employees and customers of approximately 45 vehicles. The Buri Buri Branch
Office of First National Bank is located on the ground floor of this three-story
building and administrative offices, including the offices of senior management,
occupy the second and third floors.

         First National Bank owns the land and two-story building occupied by
the Daly City Branch Office (6600 Mission Street, Daly City, CA 94014); the land
and two-story building occupied by the Colma Branch Office (1300 El Camino Real,
Colma, CA 94014); the land and two-story building occupied by the South San
Francisco Branch Office (211 Airport Boulevard, South San Francisco, CA 94080);
the land and two-story building occupied by the Redwood City Branch Office (700
El Camino Real, Redwood City, CA 94063); the land and two-story building
occupied by the Millbrae Branch Office (1551 El Camino Real, Millbrae, CA
94030); the land and single-story building occupied by the Half Moon Bay Branch
Office (756 Main Street, Half Moon Bay, CA 94019); and the land and two-story
building occupied by the Pescadero Branch Office (239 Stage Road, Pescadero, CA
94060). All properties include adequate vehicle parking for customers and
employees.

         First National Bank leases premises at 1450 Linda Mar Shopping Center,
Pacifica, California 94044, for its Linda Mar Branch Office. This ground floor
space of approximately 4,100 square feet is leased from Fifty Associates and
Demartini/Linda Mar, LLC. The lease term is 10 years and expires on September 1,
2009.

         First National Bank leases premises at 210 Eureka Square, Pacifica,
California 94044, for its Eureka Square Branch Office. This ground floor space
of approximately 3,000 square feet is leased from Joseph A. Sorci and Eldiva
Sorci. The lease term is for 5 years, commencing January 1, 1995, with two
5-year options to extend the lease term, the second of which has been exercised
and expires on December 31, 2009.

         First National Bank leases premises at 640 Brannan Street, Suite 102,
San Francisco, California, 94107, for its Flower Mart facility. This ground
floor space of approximately 300 square feet is leased from California Flower
Market, Inc. The lease term is for 5 years, commencing September 1, 1996, with
two 5-year options to extend the lease term, the first of which has been

                                       20
<PAGE>

exercised and expires on September 1, 2006. This facility currently offers ATM
machine and night drop services.

         First National Bank leases premises at 150 East Third Avenue, San
Mateo, CA 94401, for its San Mateo Branch Office. The lease term is for 5 years,
which will expire July 31, 2008. The location consists of approximately 4,000
square feet of ground floor usable commercial space.

         The foregoing summary descriptions of leased premises are qualified in
their entirety by reference to the full text of the lease agreements listed as
exhibits to this report.


ITEM 3. LEGAL PROCEEDINGS
-------------------------

         There are no material legal proceedings adverse to the Company or First
National Bank to which any director, officer, affiliate of the Company, or 5%
shareholder of the Company, or any associate of any such director, officer,
affiliate or 5% shareholder of the Company are a party, and none of the
foregoing persons has a material interest adverse to the Company or First
National Bank.

         From time to time, the Company and/or First National Bank is a party to
claims and legal proceedings arising in the ordinary course of business. The
Company's management is not aware of any material pending legal proceedings to
which either it or First National Bank may be a party or has recently been a
party, which will have a material adverse effect on the financial condition or
results of operations of the Company and First National Bank, taken as a whole.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-----------------------------------------------------------

         Not applicable.

                                     PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
-------------------------------------------------------------------------------
ISSUER PURCHASES OF EQUITY SECURITIES
-------------------------------------


         Since March 18, 2002, the common stock of the Company has been quoted
on the OTC Bulletin Board under the trading symbol, "FNBG.OB." There has been
limited trading in the shares of common stock of the Company. On March 22, 2005,
the company had approximately 390 shareholders of common stock of record.

         The following table summarizes sales of the common stock of FNB Bancorp
during the periods indicated of which management of the Bank has knowledge,
including the approximate high and low bid prices during such periods and the
per share cash dividends declared for the periods indicated. All information has
been adjusted to reflect stock dividends effected December 15, 2003 and December

                                       21
<PAGE>

15, 2004. The prices indicated below reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not necessarily represent actual
transactions.

                         Bid Price of FNB Bancorp
                               Common Stock              Cash
                                                       Dividends
                           High             Low       Declared (1)
                           ----             ---       ------------
          2003
          ----
     First Quarter       $22.7665        $22.2222         $0.12
     Second Quarter      $24.0363        $22.3583          0.12
     Third Quarter        26.7573         23.8095          0.12
     Fourth Quarter       27.6644         26.3038          0.12
                                                           0.12        Special
                                                                       Dividend

          2004
          ----
     First Quarter       $35.2857        $28.7333         $0.12
     Second Quarter       31.3333         29.5238          0.12
     Third Quarter        31.9524         30.4762          0.12
     Fourth Quarter       36.5000         33.5500          0.12
                                                           0.12        Special
                                                                       Dividend


(1)  See Item 1, "Limitations on Dividends," for a discussion of the limitations
     applicable to the payment of dividends by FNB Bancorp.

                      Issuer Purchases of Equity Securities
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Period                (a)               (b)            (c)                      (d)
                      Total Number      Average        Number of Shares         Maximum Number (or
                      Of Shares (or     Price Paid     (or Units) Purchased     Approximate Dollar Value)
                      Units)            Per Share      As Part of Publicly      Of Shares (or Units) that
                      Purchased                        Announced Plans or       May Yet Be Purchased
                                                       Programs                 Under the Plans or Programs
-----------------------------------------------------------------------------------------------------------
<S>                     <C>              <C>                <C>                         <C>
Month #1
October 1                3,500           $35.25              3,500                      39,461
through
October 31, 2004
-----------------------------------------------------------------------------------------------------------
Month #2
November 1              14,958           $35.88             14,958                      24,503
Through
November 30, 2004
-----------------------------------------------------------------------------------------------------------
Month #3
December 1               5,000           $34.84              5,000                      22,967
Through
December 31, 2004
-----------------------------------------------------------------------------------------------------------
Total                   23,458                              23,458
-----------------------------------------------------------------------------------------------------------
</TABLE>

                                       22
<PAGE>

Footnote: On July 25, 2003 the Board of Directors of the Company authorized a
stock repurchase program which calls for the repurchase of up to five percent
(5%) of the Company's then outstanding shares of common stock, or approximately
121,852 shares. The repurchases are to be made from time to time in the open
market as conditions allow and will be structured to comply with Commission Rule
10b-18. All repurchased shares reflected in the table above were made in open
market transactions and then retired. The Board of Directors has reserved the
right to suspend, terminate, modify or cancel this repurchase program at any
time for any reason. On January 23, 2004 the Board of Directors of the
registrant authorized an extension of the FNB Bancorp stock repurchase program
previously adopted on July 25, 2003. On December 31, 2004, a total of 108,462
shares, or approximately 4.11% of the shares outstanding on that date (adjusted
for the stock dividend paid by the registrant on December 15, 2004, to
shareholders of record on December 1, 2004) had been repurchased pursuant to the
program. The program (as extended) calls for the further purchase of 22,967
shares, subject to an aggregate limit of five percent (5%) of the registrant's
outstanding shares of common stock. All such transactions, including any block
purchases, will be structured to comply with Commission Rule 10b-18 and all
shares that are purchased under this program will be retired. The Board of
Directors reserved the right to suspend, terminate, modify or cancel the program
at any time for any reason. Column (d) above reflects the number of shares
available to be repurchased as of December 31, 2004, based on 5% of 2,586,269
shares outstanding, including a stock dividend paid on December 15, 2004, minus
all repurchases to date. The Board of Directors of the registrant has terminated
the stock repurchase program, effective as of March 25, 2005.

                                       23
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA
--------------------------------

         The following table presents a summary of selected financial
information that should be read in conjunction with the Company's financial
statements and notes thereto included under Item 8 - "FINANCIAL STATEMENTS AND
SUPPLEMENTAL DATA."

<TABLE>
<CAPTION>
Dollars in thousands, except per
share amounts and ratios                      2004          2003          2002          2001          2000
<S>                                       <C>           <C>           <C>           <C>           <C>
STATEMENT OF INCOME DATA
Total interest income                     $   24,046    $   22,867    $   26,159    $   30,844    $   30,862
Total interest expense                         2,533         2,658         4,288         7,935         8,192
                                          ----------    ----------    ----------    ----------    ----------
Net interest income                           21,513        20,209        21,871        22,909        22,670
Provision for loan losses                        480           780           150           300           425
                                          ----------    ----------    ----------    ----------    ----------
Net interest income after provision for
    loan losses                               21,033        19,429        21,721        22,609        22,245
Total non interest income                      3,787         4,026         3,308         3,007         3,781
Total non interest expenses                   18,555        17,918        18,705        17,911        15,977
                                          ----------    ----------    ----------    ----------    ----------
Earnings before taxes                          6,265         5,537         6,324         7,705        10,049
Income tax expense                             1,577         1,396         1,510         2,468         2,921
                                          ----------    ----------    ----------    ----------    ----------
Net earnings                              $    4,688    $    4,141    $    4,814    $    5,237    $    7,128
                                          ==========    ==========    ==========    ==========    ==========

PER SHARE DATA - see note
Net earnings per share:
   Basic                                  $     1.79    $     1.55    $     1.80    $     1.96    $     2.66
   Diluted                                $     1.76    $     1.54    $     1.79    $     1.95    $     2.66
Cash dividends per share                  $     0.60    $     0.60    $     1.00    $     1.23    $     1.00
Weighted average shares outstanding:
   Basic                                   2,619,000     2,668,000     2,679,000     2,678,000     2,678,000
   Diluted                                 2,670,000     2,695,000     2,688,000     2,684,000     2,660,000
Shares outstanding at period end           2,586,269     2,518,559     2,437,043     2,318,849     2,208,658
Book value per share                      $    20.35    $    20.64    $    21.01    $    20.06    $    19.52

BALANCE SHEET DATA
Investment securities                        102,823        63,692        75,963        65,311        87,241
Net loans                                    340,906       316,213       284,889       288,067       229,669
Allowance for loan losses                      3,334         3,284         3,396         3,543         3,332
Total assets                                 490,054       429,448       401,834       397,388       379,102
Total deposits                               413,253       374,214       347,406       344,079       330,457
Shareholders' equity                          52,629        51,987        31,203        46,523        43,128

SELECTED PERFORMANCE DATA
Return on average assets                        1.02%         1.00%         1.17%         1.30%         1.97%
Return on average equity                        8.94%         8.00%         9.87%        11.43%        17.42%
Net interest margin                             5.16%         5.33%         5.83%         6.34%         6.97%
Average loans as a percentage of
   average deposits                            79.98%        82.93%        80.79%        77.67%        75.42%
Average total stockholder's equity as
   a percentage of average total assets        11.37%        12.49%        11.86%        11.41%        11.31%
Dividend payout ratio                          32.54%        35.63%        29.35%        43.38%        37.50%
SELECTED ASSET QUALITY RATIOS
Net loan charge-offs to average loans           0.13%         0.30%         0.10%         0.03%         0.01%
Allowance for loan losses/Total Loans           0.97%         1.04%         1.18%         1.21%         1.43%
CAPITAL RATIOS
Tier 1 risk-based                              12.69%        13.29%        13.92%        12.98%        14.54%
Total risk-based                               13.50%        14.15%        14.87%        13.98%        15.67%
Leverage                                       10.71%        12.06%        12.16%        11.41%        11.28%
</TABLE>

 Note: per share data has been adjusted for stock dividends.

                                       24
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS OF  FNB BANCORP AND SUBSIDIARY
--------------------------------------------

         Note: Certain matters discussed or incorporated by reference in this
Annual Report on Form 10-K including forward-looking statements that are subject
to risks and uncertainties that could cause actual results to differ materially
from those projected. Reference should be made to the risks and uncertainties
described under the heading, "Forward-Looking Statements," on page 2 of this
report. Reference should also be made to the information set forth under the
heading, "Pending Transaction," on page 4 of this report.

Critical Accounting Policies And Estimates
------------------------------------------

         Management's discussion and analysis of its financial condition and
results of operations are based upon the Company's financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States of America. The preparation of these financial statements
requires the Company to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an on-going basis, the Company evaluates
its estimates, including those related to its loans and allowance for loan
losses. The Company bases its estimates on current market conditions, historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. The Company believes the
following critical accounting policy requires significant judgments and
estimates used in the preparation of its consolidated financial statements.

Allowance for Loan Losses. The allowance for loan losses is periodically
evaluated for adequacy by management. Factors considered include the Company's
loan loss experience, known and inherent risks in the portfolio, current
economic conditions, known adverse situations that may affect the borrower's
ability to repay, regulatory policies, and the estimated value of underlying
collateral. The evaluation of the adequacy of the allowance is based on the
above factors along with prevailing and anticipated economic conditions that may
impact borrowers' ability to repay loans. Determination of the allowance is in
part objective and in part a subjective judgment by management given the
information it currently has in its possession. Adverse changes in any of these
factors or the discovery of new adverse information could result in higher
charge-offs and loan loss provisions.

Prospective Accounting Changes
------------------------------

         On December 12, 2003, AICPA issued Statement of Position 03-3 which
addresses accounting for differences between contractual cash flows and cash
flows expected to be collected from an investor's initial investment in loans or

                                       25
<PAGE>

debt securities (loans) acquired in a transfer if those differences are
attributable, at least in part, to credit quality. It includes loans with
evidence of deterioration of credit quality since origination acquired by
completion of a transfer, including such loans acquired in purchase business
combinations. SOP 03-3 is effective for loans acquired in fiscal years beginning
after December 15, 2004. The Company is prospectively adopting SOP 03-03
effective for loans acquired beginning January 1, 2005.

         In December 2004, FASB issued SFAS No. 123 (revised 2004), Share-Based
Payment, which is a revision of SFAS No. 123 and supersedes APB No. 25. SFAS No.
123(R) requires the Company to measure the cost of employee services received in
exchange for an award of equity instruments using a fair-value method, and
record such expense in its financial statements, for interim or annual reporting
periods beginning after June 15, 2005. The revised Statement eliminates an
entity's ability to account for share-based compensation transactions using the
intrinsic value method of accounting in APB Opinion No. 25, Accounting for Stock
Issued to Employees, which was permitted under Statement 123, as originally
issued. In addition, the adoption of SFAS No. 123(R) will require additional
accounting related to the income tax effects and additional disclosure regarding
the cash flow effects resulting from share-based payment arrangements.

         This accounting change is not expected to have a material effect on the
consolidated financial statements.

Earnings Analysis
-----------------

         Net earnings in 2004 were $4,688,000, a 13.2% increase from 2003
earnings of $4,141,000. Earnings for the year 2003 decreased $673,000 or 14.0%
from year 2002 earnings of $4,814,000. The principal source of earnings is
interest income on loans. The period from the year 2002 through 2003 saw a
series of decreases in the prime lending rate. At the beginning of 2002, the
rate was 4.75%, and the year ended at 4.25%. In the year 2003, the rate started
at 4.25%, and ended at 4.00%. In 2004, the rate started to rise. The year 2004
started at 4.00% and ended at 5.25 %.

         Basic earnings per share were $1.79 in 2004; $1.55 in 2003 and $1.80 in
2002. Diluted earnings per share were $1.76 in 2004; $1.54 in 2003; and $1.79 in
2002.

         Net interest income for 2004 was $21,513,000, an increase of $1,304,000
or 6.5% from 2003. Net interest income was $20,209,000 in 2003, a decrease of
$1,662,000 or 7.6% from 2002. Interest income was $24,046,000 in 2004, an
increase of $1,179,000 or 5.2% over 2003. Interest income was $22,867,000 in
2003, a decrease of $3,292,000, or 12.6% from 2002. Average interest earning
assets in 2004 were $418,323,000, an increase of $39,054,000 or 10.3% from 2003.
In 2003, they were $379,269,000. an increase of $3,981,000, or 1.1% over 2002.
The yield on interest earning assets declined 27 basis points in 2004 compared
to 2003. The yield on interest earning assets declined 94 basis points in 2003
compared to 2002. The principal earning assets were loans, and their average
increased $23,250,000 in 2004 versus 2003, while their yield declined 11 basis
points. Average loans were $296,327,000 in 2003, an increase of $7,694,000 over
2002, while their yield declined 110 basis points.

                                       26
<PAGE>

         Interest expense for 2004 was $2,533,000 and $2,658,000 in 2003, a
decrease of $125,000 or 4.7%. Interest expense was $2,658,000 in 2003, a
decrease of $1,630,000 compared to 2002, or 38.0%. Average interest bearing
liabilities were $295,062,000 in 2004, and $264,905,000 in 2003, an increase of
$30,157,000 or 11.4%. They were $264,905,000 in 2003, and $269,766,000 in 2002,
a decrease of $4,861,000 or 1.8%. The cost of these liabilities declined 14
basis points in 2004 compared to 2003, and declined 59 basis points in 2003
compared to 2002. The principal cost was in time deposits, which declined 38
basis points in 2004 compared to 2003, and 79 basis points in 2003 compared to
2002.

Net Interest Income
-------------------

         Net interest income is the difference between interest yield generated
by earning assets and the interest expense associated with the funding of those
assets. Net interest income is affected by the interest rate earned or paid and
by volume changes in loans, investment securities, deposits and borrowed funds.

<TABLE>
<CAPTION>
TABLE 1                                                      Net Interest Income and Average Balances
                                 -------------------------------------------------------------------------------------------------
                                                                          (In thousands)
                                                                      Year ended December 31
                                             2004                              2003                              2002
                                 -----------------------------     -----------------------------     -----------------------------

                                            Interest  Average                 Interest  Average                 Interest  Average
                                 Average     Income    Yield       Average     Income    Yield       Average     Income    Yield
                                 Balance    (Expense)  (Cost)      Balance    (Expense)  (Cost)      Balance    (Expense)  (Cost)
                                 --------   --------  --------     --------   --------  --------     --------   --------  --------
<S>                              <C>        <C>           <C>      <C>        <C>           <C>      <C>        <C>           <C>
INTEREST EARNING ASSETS
Loans, gross                     $319,577   $ 21,226      6.64%    $296,327   $ 19,990      6.75%    $288,633   $ 22,664      7.85%
Taxable Securities                 48,536      1,418      2.92%      40,221      1,446      3.60%      42,088      1,944      4.62%
Nontaxable Securities              36,293      1,250      3.44%      36,012      1,358      3.77%      29,526      1,311      4.44%
Federal funds sold                 13,917        152      1.09%       6,709         73      1.09%      15,041        240      1.60%
                                 --------   --------               --------   --------               --------   --------
     Total interest earning
     assets                      $418,323   $ 24,046      5.75%    $379,269   $ 22,867      6.03%    $375,288   $ 26,159      6.97%
                                 --------   --------               --------   --------               --------   --------

NONINTEREST EARNING ASSETS
Cash and due from banks          $ 19,106                          $ 18,069                            18,303
Premises and equipment             13,320                            10,916                            11,573
Other assets                       10,342                             6,155                             5,933
                                 --------                          --------                          --------
     Total noninterest earning
     assets                      $ 42,768                          $ 35,140                          $ 35,809
                                 --------                          --------                          --------
TOTAL ASSETS                     $461,091                          $414,409                          $411,097
                                 ========                          ========                          ========

INTEREST BEARING LIABILITIES
Deposits:
Demand, interest bearing         $ 56,561   ($   113)    (0.20%)   $ 51,981   ($   105)    (0.20%)   $ 52,240   ($   229)    (0.44%)
Money Market                       86,598       (757)    (0.87%)     66,189       (571)    (0.86%)     69,701     (1,096)    (1.57%)
Savings                            60,040       (161)    (0.27%)     56,281       (183)    (0.33%)     52,282       (295)    (0.56%)
Time deposits                      88,627     (1,429)    (1.61%)     90,280     (1,797)    (1.99%)     95,286     (2,653)    (2.78%)
Fed funds purchased
    and other borrowings            3,236        (73)    (2.26%)        174         (2)    (1.15%)        257        (15)    (5.84%)
                                 --------   --------               --------   --------               --------   --------
    Total interest bearing
    liabilities                  $295,062   ($ 2,533)    (0.86%)   $264,905   ($ 2,658)    (1.00%)   $269,766   ($ 4,288)    (1.59%)
                                 --------   --------               --------   --------               --------   --------

NONINTEREST BEARING LIABILITIES:
Demand deposits                   107,758                            92,609                            87,768
Other liabilities                   5,833                             5,148                             4,792
                                 --------                          --------                          --------
Total noninterest bearing
     liabilities                 $113,591                          $ 97,757                          $ 92,560
                                 --------                          --------                          --------
     Total liabilities           $408,653                          $362,662                          $362,326
Stockholders' equity             $ 52,438                          $ 51,747                          $ 48,771
                                 --------                          --------                          --------
TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY        $461,091                          $414,409                          $411,097
                                 ========                          ========                          ========

NET INTEREST INCOME
AND MARGIN ON TOTAL
EARNING ASSETS                              $ 21,513      5.14%               $ 20,209      5.33%               $ 21,871      5.83%
                                            ========                          ========                          ========
</TABLE>

Interest income is reflected on an actual basis, not on a fully taxable
equivalent basis. Yields on gross loans were not adjusted for nonaccrual loans,
as these were considered not material for this calculation.

                                       27
<PAGE>

The following table analyzes the dollar amount of change in interest income and
expense and the changes in dollar amounts attributable to (a) changes in volume
(changes in volume at the current year rate), (b) changes in rate (changes in
rate times the prior year's volume) and (c) changes in rate/volume (changes in
rate times changes in volume). In this table, the dollar change in rate/volume
is prorated to volume and rate proportionately.

<TABLE>
<CAPTION>
TABLE 2                                                  Rate/Volume Variance Analysis
                                --------------------------------------------------------------------------------
                                                                 (In thousands)

                                                             Year Ended December 31
                                --------------------------------------    --------------------------------------
                                        2004 Compared to 2003                      2003 Compared to 2002
                                         Increase (decrease)                        Increase (decrease)

                                 Interest                                  Interest
                                 Income/              Variance             Income/              Variance
                                 Expense           Attributable To         Expense           Attributable To
                                 Variance        Rate         Volume       Variance        Rate         Volume
                                ----------    ----------    ----------    ----------    ----------    ----------
INTEREST EARNING ASSETS:
<S>                             <C>           <C>           <C>           <C>           <C>           <C>
Loans                           $    1,236    ($     308)   $    1,544    ($   2,674)   ($   3,193)   $      519

Taxable Securities                     (28)         (327)          299          (498)         (412)          (86)

Nontaxable Securities                 (108)         (119)           11            47          (241)          288

Federal Funds sold                      79            --            79          (167)          (76)          (91)

                                ----------    ----------    ----------    ----------    ----------    ----------
     Total                      $    1,179    ($     754)   $    1,933    ($   3,292)   ($   3,922)   $      630
                                ----------    ----------    ----------    ----------    ----------    ----------

INTEREST BEARING LIABILITIES:

Demand deposits                 $        8    ($       1)   $        9    ($     124)   ($     123)   ($       1)

Money market                           186             8           178          (525)         (495)          (30)

Savings deposits                       (22)          (32)           10          (112)         (125)           13

Time deposits                         (368)         (335)          (33)         (856)         (717)         (139)

Federal funds purchased and
other
Borrowings                              71             2            69           (13)          (12)           (1)

                                ----------    ----------    ----------    ----------    ----------    ----------
     Total                      ($     125)   ($     358)   $      233    ($   1,630)   ($   1,472)   ($     158)

                                ----------    ----------    ----------    ----------    ----------    ----------
NET INTEREST INCOME             $    1,304    ($     396)   $    1,700     ( $1,662)    ($   2,450)   $      788
                                ==========    ==========    ==========    ==========    ==========    ==========
</TABLE>


         In 2004, net interest income represented 85.28% of net revenue (net
interest income plus non-interest income), compared to 75.16% in 2003 and 74.22%
in 2002. The net yield on average earning assets was 5.16% in 2004 compared to
5.33% in 2003 and 5.83% in 2002. The average rate earned on interest earning

                                       28
<PAGE>

assets was 5.76% in 2004, down from 6.03% in 2003, and from 6.97% in 2002. The
average cost for interest-bearing liabilities was 0.86% in 2004, compared to
1.00% in 2003 and 1.59% in 2002. The net effect of the above changes resulted in
a 19 basis point decline in net interest margin.

         As mentioned before under the heading "Earnings Analysis", there were
declines in the prime lending rate during 2002 and 2003, finally followed by an
increase in 2004, as a result of action by the Federal Open Market Committee of
the Federal Reserve, which affected interest-bearing assets and interest-bearing
liabilities.

         Yield on average loans was 6.64% in 2004, decreasing from 6.75% in 2003
and 7.85% in 2002. Interest on average taxable securities was 2.92% in 2004,
decreasing from 3.60% in 2003, and 4.62% in 2002. Interest on average nontaxable
securities was 3.44% in 2004, decreasing from 3.77% in 2003 and 4.44% in 2002.
Interest on average federal funds sold was 1.09% in 2004 and 2003, decreasing
from 1.60% in 2002. Interest on average total interest earning assets was 5.76%
in 2004, decreasing from 6.03% in 2003, and 6.97% in 2002. On the expense side,
interest on average interest bearing demand deposits was 0.20% in 2004,
unchanged from 0.20% in 2003 and decreasing from 0.44% in 2002. Interest on
average money market accounts was 0.87% in 2004, increasing from 0.86% in 2003
and decreasing from 1.57% in 2002. Interest on average savings accounts was
0.27% in 2004, decreasing from 0.33% in 2003 and 0.56% in 2002. Interest on
average time deposits was 1.61% in 2004, decreasing from 1.99% in 2003, and
2.78% in 2002. Interest on average federal funds purchased and other borrowings
was 2.26% in 2004, increasing from 1.15% in 2003 and decreasing from 5.84% in
2002. Interest on average total interest bearing liabilities was 0.86% in 2004,
decreasing from 1.00% in 2003 and 1.59% in 2002.

Allowance For Loan Losses
-------------------------

         The Bank has the responsibility of assessing the overall risks in its
loan portfolio, assessing the specific loss expectancy, and determining the
adequacy of the loan loss reserve. The level of reserves is determined by
internally generating credit quality ratings, reviewing economic conditions in
the Bank's market area, and considering the Bank's historical loan loss
experience. The Bank is committed to maintaining adequate reserves, identifying
credit weaknesses by consistent review of loans, and maintaining the ratings and
changing those ratings in a timely manner as circumstances change.

         In addition to the $383,000 charged to the allowance for loan losses
for an office building loan described under the heading "Nonperforming assets"
(below), the Company maintains a specific allowance for this loan. The allowance
is based on the value of the related collateral, which was obtained from a
recent appraisal of the office building located in Mountain View. Further, the
company has reserved for the unsecured portion of this loan.

         Real estate loans outstanding increased by $40,845,000 in 2004 compared
to 2003 and increased $3,114,000 in 2003 over 2002. The proportion of the
Allowance for Loan Losses attributable to real estate loans was $1,529,000 in
2004 compared to $1,428,000 in 2003 and $2,008,000 in 2002. As a percentage of

                                       29
<PAGE>

total loans, the amount allocated to these loans was 73.9% in 2004, 67.5% in
2003 and 72.9% in 2002.

         The allowance for loan losses totaled $3,334,000, $3,284,000, and
$3,396,000 at December 31, 2004, 2003 and 2002, respectively. This represented
0.95%, 1.04% and 1.18% of outstanding loans on those respective dates. The
balances reflect an amount that, in management's judgment, is adequate to
provide for probable loan losses based on the considerations listed above.
During 2004, the provision for loan losses was $480,000, while write-offs
totaled $431,000, compared to a provision of $780,000 and total write-offs of
$896,000 in 2003, and a provision of $150,000 and total write-offs of $305,000
in 2002.

<TABLE>
<CAPTION>
TABLE 3                                             Allocation of the Allowance for Loan Losses
                                                                   (In thousands)

                            2004                   2003                   2002                   2001                   2000
                           Percent                Percent                Percent                Percent                Percent
                           in each                in each                in each                in each                In each
                           category               category               category               Category               category
                           to total               to total               to total               to total               To total
                 Amount     Loans       Amount     Loans       Amount     Loans       Amount     Loans       Amount     Loans
                --------   --------    --------   --------    --------   --------    --------   --------    --------   --------
<S>             <C>           <C>      <C>           <C>      <C>           <C>      <C>           <C>      <C>           <C>
Real Estate     $  1,589       73.9%   $  1,428       67.5%   $  2,008       72.9%   $  1,912       74.1%   $    955       62.8%
Construction         618        8.4%      1,087       15.3%        989       11.4%        504       11.6%      1,196       18.9%
Commercial           340       17.0%        158       16.4%        221       14.7%        387       13.4%        264       16.7%
Consumer              19        0.7%         22        0.8%         43        1.0%        226        0.9%        352        1.6%
Unfunded
  commitments        201         --         129         --         135         --         514         --         565         --
Unallocated          567         --         460         --          --         --          --         --          --         --

                --------   --------    --------   --------    --------   --------    --------   --------    --------   --------
Total           $  3,334      100.0%   $  3,284      100.0%   $  3,396      100.0%   $  3,543      100.0%   $  3,332      100.0%
                ========   ========    ========   ========    ========   ========    ========   ========    ========   ========
</TABLE>

         Table 4 summarizes transactions in the allowance for loan losses and
details the charge-offs, recoveries and net loan losses by loan category for
each of the last five fiscal years ended December 31, 2004. The amount added to
the provision and charged to operating expenses for each period is based on the
risk profile of the loan portfolio.

         Charge-offs between 2000 and 2002 were very low. However, there were
partial charge-offs for two loans secured by office buildings for $200,000 and
$539,000 respectively in 2003, which resulted in an increase in the provision
for probable loan losses to $780,000 in 2003. In 2004, the improvement in the
portfolio of nonperforming loans required a smaller provision.

                                       30
<PAGE>

<TABLE>
<CAPTION>
TABLE 4                                                                Allowance for Loan Losses
                                                                          Historical Analysis
                                                 ----------------------------------------------------------------------
                                                                             (In thousands)

                                                                    For the year ended December 31
                                                    2004           2003           2002           2001           2000
                                                 ----------     ----------     ----------     ----------     ----------
<S>                                              <C>            <C>            <C>            <C>            <C>
Balance at Beginning of Period                   $    3,284     $    3,396     $    3,543     $    3,332     $    2,920
Provision for Loan Losses                               480            780            150            300            425

Charge-offs:
Real Estate                                            (383)          (739)           (59)            --             --
Commercial                                              (31)          (110)          (216)           (22)            --
Consumer                                                (17)           (47)           (30)           (72)           (23)
                                                 ----------     ----------     ----------     ----------     ----------
   Total                                               (431)          (896)          (305)           (94)           (23)

Recoveries:
Commercial                                                0              2              2             --              1
Consumer                                                  1              2              6              5              9
                                                 ----------     ----------     ----------     ----------     ----------
   Total                                                  1              4              8              5             10
Net Charge-offs                                        (430)          (892)          (297)           (89)           (13)
Balance at End of Period                         $    3,334     $    3,284     $    3,396     $    3,543     $    3,332

Percentages
Allowance for Loan Losses/Total Loans                  0.97%          1.04%          1.18%          1.21%          1.43%
Net charge-offs/Real Estate Loans                      1.32%          1.52%          0.18%            --             --
Net charge-offs//Commercial Loans                      0.05%          0.21%          0.50%          0.06%            --
Net charge-offs/Consumer Loans                         0.62%          1.76%          0.81%          2.58%          0.36%
Net charge-offs/Total Loans                            0.12%          0.28%          0.10%          0.03%          0.01%
Allowance for Loan Losses/Non-performing Loans       119.16%         36.15%        157.15%        180.86%        273.56%
</TABLE>

Non-performing Assets
---------------------

         Non-performing assets consist of nonaccrual loans, foreclosed assets,
and loans that are 90 days or more past due but are still accruing interest. The
accrual of interest on non-accrual loans is discontinued when, in management's
opinion, the borrower may be unable to meet payments as they became due. For the
year ended December 31, 2004 had non-accrual loans performed as agreed,
approximately $255,000 in interest would have been accrued.

         At December 31, 2004, nonaccrual loans totaled $2,798,000, of which a
loan secured by an office building located in the Silicon Valley community of
Mountain View, represented $2,679,000 of this total. At December 31, 2003, total
nonaccrual loans were $9,085,000. Most of this total was represented by a loan
to a residential care facility with a balance of $5,827,000, which was
subsequently foreclosed then sold with no loss of principal, and the Mountain
View loan, with a balance at that time of $3,128,000, since written down to
$2,679,000.

         Table 5 provides a summary of contractually past due loans for the most
recent five years. Nonperforming loans were 0.8% of total loans at the end of
2004. Nonperforming loans were 2.9% of total loans at the end of 2003, and 0.7%
of total loans at the end of 2002. Management believes the current list of past
due loans are collectible and does not anticipate significant losses. There were
no foreclosed assets as of the periods indicated.

                                       31
<PAGE>

<TABLE>
<CAPTION>
TABLE 5                                        Analysis of Nonperforming Assets
                                 --------------------------------------------------------------
                                                         (In thousands)

                                                     Year ended December 31,
                                 --------------------------------------------------------------
                                    2004         2003         2002         2001         2000
                                 ----------   ----------   ----------   ----------   ----------
<S>                              <C>          <C>          <C>          <C>          <C>
Accruing loans 90 days or more   $       --   $       --   $       --   $       --   $       --
Nonaccrual loans                      2,798        9,085        2,161        1,959        1,218
                                 ----------   ----------   ----------   ----------   ----------
Total                            $    2,798   $    9,085   $    2,161   $    1,959   $    1,218
                                 ==========   ==========   ==========   ==========   ==========
</TABLE>

There was no commitment to lend additional funds to any customer whose loan was
classified nonperforming at December 31, 2004, 2003 and 2002.

Noninterest Income
------------------

         The following table sets forth the principal components of noninterest
income:

<TABLE>
<CAPTION>
TABLE 6                                                  Noninterest Income
                                                -------------------------------------
                                                       (Dollars in thousands)

                                                       Years Ended December 31,
                                                -------------------------------------
                                                   2004          2003         2002
                                                ----------    ----------   ----------
<S>                                             <C>           <C>          <C>
Service charges                                 $    2,500    $    2,662   $    1,989
Credit card fees                                       886           946          921
Gain (loss) on sales of investment securities          (31)          165          121
Other income                                           432           248          277
                                                ----------    ----------   ----------
   Total noninterest income                     $    3,787    $    4,021   $    3,308
                                                ==========    ==========   ==========
</TABLE>

Noninterest income for the year ended December 31, 2004 was $3,787,000 compared
to $4,021,000 for 2003 and $3,308,000 for 2002. Service charges and credit card
fees represented the major portion of noninterest income. In October of 2002,
service charges per incident, in general, were increased, including charges for
insufficient funds . Since the increase, fewer waivers were allowed. The
increase in these charges discouraged those customers in the habit of using
insufficient funds, and other service charge originating activities also
declined. In 2003, as part of liquidity management, certain securities were sold
during the fourth quarter for a net gain of $165,000. In 2004, the only
significant activity was a $27,000 write down the impaired value of one
investment security. Within Other Income, the most significant item was an
increase of $121,000 from Tax free income on Officers' Life Insurance in 2004
over 2003. The change resulted from an increase in investment in this insurance.

                                       32
<PAGE>

Noninterest Expenses
--------------------

         The following table sets forth the various components of noninterest
expense:

TABLE 7                                              Noninterest Expenses
                                            ------------------------------------
                                                    (Dollars in thousands)

                                                   Years Ended December 31,
                                            ------------------------------------
                                               2004         2003         2002
                                            ----------   ----------   ----------

Salaries and employee benefits              $   10,521   $   10,576   $   10,604
Occupancy expense                                1,288        1,240        1,246
Equipment expense                                1,662        1,577        2,008
Advertising expense                                472          218          324
Data processing expense                            344          394          385
Professional fees                                1,086          914        1,126
Director expense                                   180          152          150
Surety insurance                                   479          493          400
Telephone, postage, supplies                     1,103          898        1,073
Bankcard expenses                                  803          818          787
Other                                              617          633          602
                                            ----------   ----------   ----------
   Total noninterest expense                $   18,555   $   17,913   $   18,705
                                            ==========   ==========   ==========

         Noninterest expenses for the year ended December 31, 2004 were
$18,555,000, an increase of $642,000 or 3.6% compared to 2003. For 2003, they
were $17,913,000, a decrease of $792,000 or 4.2% from 2002. In 2004, Advertising
increased $254,000. This included an increase of $95,000 in donations and public
relations, and an increase of $159,000 in advertising and promotions in
connection with new products, including Automated Bill Pay and Debit Cards.
Professional fees, involving various compliance issues, such as the Patriot Act
and the Sarbanes-Oxley Act increased by $172,000, and Telephone, Postage and
Supplies expense increased $205,000, mainly from the installation of a new
telephone system and related communications systems.

Balance Sheet Analysis
----------------------

         Total assets were $490,054,000 at December 31, 2004, an increase of
14.1% over 2003. Total assets were $429,448,000 at December 31, 2003, an
increase of 6.9% over 2002. Assets averaged $461.1 in 2004, compared to $414.4
million in 2003 and $411.1 million in 2002. Average earning assets increased
from $375.3 million in 2002 to $379.3 million in 2003 and $418.3 million in
2004. Average earning assets represented 91.3% of total average assets in 2002,
91.5% in 2003 and 90.7% in 2004. Interest-bearing liabilities averaged $269.8
million in 2002, $264.9 million in 2003, and $295.0 million in 2004.

Loans
-----

         The loan portfolio is the principal earning asset of the Bank. Loans
outstanding at December 31, 2004 increased by $28.0 million or 8.9% compared to
December 31, 2003, while loans outstanding at December 31, 2003 increased by
$27.9 million or 9.7% compared to 2002.

                                       33
<PAGE>

         Real Estate loans increased by $40.8 million or 19.0% in 2004 compared
to 2003 and increased by $3.1 million or 1.5% in 2003 compared to 2002.
Construction loans decreased by $4.0 million or 12.0% in 2004 compared to 2003
and increased $15.7 million or 47.5% in 2003 compared to 2002. Commercial loans
increased by $16.3 million or 38.3% in 2004 compared to 2003, and increased by
$9.7 million or 22.8% in 2003 compared to 2002. Consumer loans represent a
nominal portion of total loans. They decreased by $0.4 million or 12.4% in 2004
compared to 2003, and decreased $0.4 million or 13.7% in 2003 compared to 2002.

         Table 8 presents a detailed analysis of loans outstanding at December
31, 2000 through December 31, 2004.

<TABLE>
<CAPTION>
TABLE 8                                            Loan Portfolio
                         ------------------------------------------------------------------
                                                   (in thousands)

                                                    December 31,
                         ------------------------------------------------------------------
                            2004          2003          2002          2001          2000
                         ----------    ----------    ----------    ----------    ----------
<S>                      <C>           <C>           <C>           <C>           <C>
Real Estate loans        $  255,433    $  214,588    $  211,473    $  217,650    $  147,121
Construction loans           28,997        48,610        32,947        34,016        44,245
Commercial loans             58,849        52,248        42,549        39,195        39,010
Consumer loans                2,589         2,551         2,956         2,600         3,861
                         ----------    ----------    ----------    ----------    ----------
   Sub total                345,868       317,997       289,925       293,461       234,237
Net deferred loan fees       (1,628)       (1,784)       (1,640)       (1,851)       (1,236)
                         ----------    ----------    ----------    ----------    ----------
   Total                 $  344,240    $  316,213    $  288,285    $  291,610    $  233,001
                         ==========    ==========    ==========    ==========    ==========
</TABLE>

         The following table shows the Bank's loan maturities and sensitivities
to changes in interest rates as of December 31, 2004.

<TABLE>
<CAPTION>
                                                      Maturing
                                      Maturing        After One       Maturing
                                     Within One      But Within      After Five
                                        Year         Five Years        Years            Total
                                    ------------    ------------    ------------    ------------
<S>                                 <C>             <C>             <C>             <C>
Real Estate loans                   $    227,050    $      8,868    $     19,515    $    255,433
Construction loans                        25,775           1,007           2,215          28,997
Commercial loans                          52,310           2,043           4,496          58,849
Consumer loans                             2,301              90             198           2,589
                                    ------------    ------------    ------------    ------------
   Sub total                             307,436          12,008          26,424         345,868
Net deferred loan fees                    (1,447)            (57)           (124)         (1,628)
                                    ------------    ------------    ------------    ------------
   Total                            $    305,989    $     11,951    $     26,300    $    344,240
                                    ============    ============    ============    ============

With predetermined interest rates   $     32,788    $      1,281    $      2,818    $     36,887
With floating interest rates        $    273,201    $     10,670    $     23,482    $    307,353
                                    ------------    ------------    ------------    ------------
   Total                            $    305,989    $     11,951    $     26,300    $    344,240
                                    ============    ============    ============    ============
------------------------------------------------------------------------------------------------
</TABLE>

                                       34
<PAGE>

Investment Portfolio
--------------------

         Investments at December 31, 2004 were $102,823,000, an increase of
$39,131,000 or 61.4% over 2003. Investments at December 31, 2003 were
$63,692,000, a decrease of $12,271,000 or 16.2% over 2002. The increase in
investments in 2004 was funded by major increases in savings and money market
deposits.

         Available funds are first used for Loans, then Investments, and the
remainder is sold as Federal Funds. The primary source of funds is the deposit
base. If more funds are needed, the Investment Portfolio maturity may be used,
as well as sales and calls, which accounts for the volume variances in
Investments. The Bank's investment portfolio is concentrated in U. S. Government
Agencies and in obligations of States and their political subdivisions. The Bank
believes this provides for an appropriate liquidity level.



The following table sets forth the maturity distribution and interest rate
sensitivity of investment securities at December 31, 2004:

<TABLE>
<CAPTION>
                                           After                After
                                            One                 Five
                       Due                 Year                 Years                 Due
                      In One              Through              Through               After                        Maturity
                       Year                Five                  Ten                  Ten                 Fair       In     Average
                      Or Less    Yield     Years      Yield     Years      Yield     Years      Yield     Value     Years    Yield
                                                                  (Dollars in thousands)
<S>                  <C>          <C>     <C>          <C>     <C>          <C>     <C>          <C>     <C>         <C>       <C>
U. S. Government
   Agencies          $ 12,945     2.39%   $ 39,875     3.93%   $    980     5.81%   $    898     5.10%   $ 54,698     2.48     3.62%
States & Political
   Subdivisions         6,110     2.86%     29,283     3.44%      6,850     4.08%        272     4.42%     42,515     3.27     3.46%
Corporate debt          2,034     2.06%      1,915     2.77%         --      --%          --       --%      3,949     1.08     2.41%
Other Securities           --       --          --       --%        487     6.66%      1,174     6.23%      1,661    11.66     6.36%
     Total           $ 21,089     2.50%   $ 71,073     3.67%   $  8,317     4.30%   $  2,344     5.44%   $102,823     2.88     3.55%
</TABLE>

The following table shows the securities portfolio mix at December 31, 2004,
2003 and 2002.

<TABLE>
<CAPTION>
                                                            Years Ended December 31,
                                  ---------------------------------------------------------------------------
                                     2004                      2003                      2002
                                  -----------------------   -----------------------   -----------------------
                                  Amortized       Fair      Amortized       Fair      Amortized       Fair
                                     Cost         Value        Cost         Value        Cost         Value
                                                              (Dollars in thousands)

<S>                               <C>              <C>          <C>          <C>          <C>          <C>
U. S. Government Agencies         $   54,780       54,697       23,688       23,855       31,759       32,150
States & Political Subdivisions       41,446       42,515       32,340       33,908       29,595       31,392
Corporate Debt                         3,977        3,950        4,003        4,031       10,078       10,296
Other Securities                       1,661        1,661        1,897        1,898        2,125        2,125
                                  ----------   ----------   ----------   ----------   ----------   ----------
   Total                          $  101,864      102,823       61,928       63,692       73,557       75,963
                                  ----------   ----------   ----------   ----------   ----------   ----------
</TABLE>

                                       35
<PAGE>

Deposits
--------

         The increase in earning assets in 2004 was funded by the increase in
the deposit base. During 2004, average deposits were $399,584,000 an increase of
$42,244,000 or 11.8% over 2003. During 2003, average deposits were $357,340,000,
a nominal increase of $63,000 over 2002. In 2004, average interest-bearing
deposits were $291,826,000, an increase of $27,095,000 or 10.2% compared to
2003. In 2003, average interest-bearing deposits were $264,731,000, a decrease
of $4,778,000 or 1.8% compared to 2002.

         The series of declines in the prime rate during 2002 through 2003
without any increases in the same period resulted in decreased costs of all
types of interest-bearing deposits in those periods. Time deposits lagged the
prime rate changes because their rates changed only as certificates matured or
new certificates were issued. Thus, interest-bearing demand costs averaged 0.2%
in 2004 and 2003, but 0.4% in 2002. Money market deposit costs averaged 0.9% in
2004 and 2003, but 1.6% in 2002. Savings rates averaged 0.3% in 2004 and 2003,
while 0.6% in 2002. Finally, average interest on time certificates of deposit of
$100,000 or more was 1.5% in 2004 and 1.7% in 2003. On certificates under
$100,000, average rates were 1.7% in 2004 and 2.2% in 2003. However, the prime
lending rate started at 4.00% at the beginning of 2004, followed by 4.25% on
July 1, 4.50% August 11, and 4.75% on September 21, 2004, which started to
affect costs from the second half of the year.

         The following table summarizes the distribution of average deposits and
the average rates paid for them in the periods indicated:

<TABLE>
<CAPTION>
                                         Average Deposits and Average Rates paid for the period ending December 31,
                           -----------------------------------------------------------------------------------------------------
                                        2004                               2003                               2002
                           -------------------------------    -------------------------------    -------------------------------
                                                   % of                               % of                               % of
                            Average    Average     Total       Average    Average     Total       Average    Average     Total
                            Balance     Rate      Deposits     Balance     Rate      Deposits     Balance     Rate      Deposits
                           ----------  --------   --------    ----------  --------   --------    ----------  --------   --------
(in thousands)
<S>                        <C>              <C>      <C>      <C>              <C>      <C>      <C>              <C>      <C>
Deposits:
Interest-bearing demand    $   56,561       0.2%      14.1%   $   51,981       0.2%      14.6%   $   52,240       0.4%      14.6%
Money market                   86,598       0.9%      21.7        66,189       0.9%      18.5        69,701       1.6%      19.5
Savings                        60,040       0.3%      15.0        56,281       0.3%      15.7        52,282       0.6%      14.6
Time deposits $100,000
  or more                      38,764       1.5%       9.7        38,593       1.7%      10.8        54,388       3.0%      15.2
Time deposits under
  $100,000                     49,863       1.7%      12.5        51,687       2.2%      14.5        40,898       2.5%      11.5
                           ----------  --------   --------    ----------  --------   --------    ----------  --------   --------

Total interest bearing
  deposits                 $  291,826       0.8%      73.0    $  264,731       1.6%      74.1       269,509       1.6%      75.4
Demand deposits               107,758       0.0%      27.0        92,609       0.0%      25.9        87,768       0.0%      24.6

                           ----------  --------   --------    ----------  --------   --------    ----------  --------   --------
Total deposits             $  399,584       0.6%     100.0%   $  357,340       1.2%     100.0%   $  357,277       1.2%     100.0%
                           ==========  ========   ========    ==========  ========   ========    ==========  ========   ========
</TABLE>


The following table indicates the maturity schedule of time deposits of $100,000
or more:

<TABLE>
<CAPTION>
                Analysis of Time Deposits of $100,000 or more at December 31, 2004
                                          (in thousands)

                                                  Over Three         Over Six          Over
     Total Deposits           Three Months          To Six          To Twelve         Twelve
    $100,000 or More            Or Less             Months            Months          Months
   --------------------      ---------------     --------------     -----------     ------------
<S>                             <C>                 <C>               <C>             <C>
        $42,402                 $18,756             $9,007            $8,411          $6,228
</TABLE>

Capital
-------

         At December 31, 2004 shareholders' equity was $52,629,000, an increase
of $642,000 or 1.2% over 2003. Shareholders' equity was $51,987,000 in 2003, an
increase of $784,000 or 1.5% over 2002. The increases were primarily
attributable to retention of net income after payment of cash dividends of
$1,526,000 in 2004, $1,476,000 in 2003, and $1,413,000 in 2002.

                                       36
<PAGE>

         In 1989, the Federal Deposit Insurance Corporation (FDIC) established
risk-based capital guidelines requiring banks to maintain certain ratios of
"qualifying capital" to "risk-weighted assets". Under the guidelines, qualifying
capital is classified into two tiers, referred to as Tier 1 (core) and Tier 2
(supplementary) capital. Currently, the Company's Tier 1 capital consists of
common shareholders' equity, though other instruments such as certain types of
preferred stock can also be included in Tier 1 capital. Tier 2 capital consists
of eligible reserves for possible loan losses and qualifying subordinated notes
and debentures. Total capital is the sum of Tier 1 plus Tier 2 capital.
Risk-weighted assets are calculated by applying risk percentages specified by
the FDIC to categories of both balance sheet assets and off-balance sheet
obligations.

         At year-end 1990, the FDIC also adopted a leverage ratio requirement.
This ratio supplements the risk-based capital ratios and is defined as Tier 1
capital divided by quarterly average assets during the reporting period. The
requirement established a minimum leverage ratio of 3.0% for the highest rated
banks and ratios of 100 to 200 basis points higher for most banks. Furthermore,
in 1993, the FDIC began assessing risk-based deposit insurance assessments based
on financial institutions' capital resources and "management strength", as
mandated by the FDIC Improvement Act of 1991. To qualify for the lowest
insurance premiums as indicated in the following table, "well-capitalized"
financial institutions must maintain risk-based Tier 1 and total capital ratios
of at least 6.0% and 10.0% respectively. "Well-capitalized financial
institutions must also maintain a leverage ratio equal to or exceeding 5.0%.

The following table shows the risk-based capital ratios and the leverage ratios
at December 31, 2004, 2003 and 2002 for the Bank.

<TABLE>
<CAPTION>
                                                                                         Minimum "Well
                                                                                          Capitalized"
       Risk-Based Capital Ratios            2004           2003           2002            Requirements
       ------------------------------    -----------    -----------    -----------
<S>                                         <C>           <C>             <C>                  <C>
       Tier 1 Capital                       12.69%        13.29%          13.92%   >           6.00%
                                                                                   -

       Total Capital                        13.50%        14.15%          14.87%   >          10.00%
                                                                                   -

       Leverage Ratios                      10.71%        12.06%          12.16%   >           5.00%
                                                                                   -
</TABLE>

Liquidity
---------

         The Company's primary source of liquidity on a stand-alone basis is
dividends from the Bank. The payment of dividends by the Bank is subject to
regulatory restrictions. Liquidity is a measure of the Company's ability to
convert assets into cash with minimum loss. Liquidity consists of cash and due
from other banks accounts, including time deposits, Federal Funds sold,
Securities Available-for-Sale and Securities Held-to-Maturity. Securities
Held-to-Maturity are only included if they are within three months of maturity
or most likely call date. The Company's policy is to maintain a liquidity ratio
of 20% or greater of total assets. As of December 31, 2004, the Company's
primary liquidity was 24.47% compared to 21.97% in 2003. The ratio decreased
primarily from a $27,614,000 increase in Total Assets, which is the divisor in

                                       37
<PAGE>

this ratio. Total Liquid Assets themselves decreased only $1,826,000. The
objective of liquidity management is to ensure that the Company has funds
available to meet all present and future financial obligations and to take
advantage of business opportunities as they occur. Financial obligations arise
from withdrawals of deposits, repayment on maturity of purchased funds,
extension of loans or other forms of credit, payment of operating expenses and
payments of dividends.

         Core deposits, which consist of all deposits other than time deposits,
have provided the Company with a sizable source of relatively stable low-cost
funds. The Company's average core deposits funded 64.4% of average total assets
of $414,409,000 for the year ended December 31, 2003, compared to 63.7% of
average total assets of $411,097,000 for the year ended December 31, 2002.

         As of December 31, 2004, the Company had contractual obligations and
other commercial commitments totaling approximately $84,224,000. The following
table sets forth the Company's contractual obligations and other commercial
commitments as of December 31, 2004. These obligations and commitments will be
funded primarily by loan repayments and the Company's liquidity sources, such as
cash and due from other banks, federal funds sold, securities available for
sale, as well as time deposits.

<TABLE>
<CAPTION>
                                                         Payments Due by Period
   (In thousands)
                                                   1 year    Over 1 to  Over 3 to     Over
   Contractual Obligations                Total    or less    3 years    5 years    5 years
   ----------------------------------   --------   --------   --------   --------   --------
<S>                                     <C>        <C>        <C>        <C>        <C>
   Operating Leases                     $  1,146   $    264   $    532   $    350   $     --

   Other Long-Term Obligations                --         --         --         --         --

                                        --------   --------   --------   --------   --------
   Total Contractual Cash Obligations   $  1,146   $    264   $    532   $    350   $     --
                                        ========   ========   ========   ========   ========
<CAPTION>

                                               Amounts of Commitments Expiration Per Period
   (In thousands)
                                    Total
                                    Amounts       1 year       Over 1 to     Over 3 to       Over
   Other Commercial Commitments    Committed      or less       3 years       5 years       5 years
   -----------------------------  -----------   -----------   -----------   -----------   -----------
<S>                               <C>           <C>           <C>           <C>           <C>
   Lines of Credit                $    46,291   $    32,551   $     7,728   $     4,753   $     1,259

   Standby Letters of Credit            3,158         3,158            --            --            --

   Guarantees                              --            --            --            --            --

   Other Commercial Commitments        33,629        20,842        12,787            --            --

                                  -----------   -----------   -----------   -----------   -----------
   Total Commercial Commitments   $    83,078   $    56,551   $    20,515   $     4,753   $     1,259
                                  ===========   ===========   ===========   ===========   ===========
</TABLE>

         The largest component of the Company's earnings is net interest income,
which can fluctuate widely when significant interest rate movements occur, as
was the case in 2001, with its succession of eleven prime lending cuts. There
was a further 50 basis point cut on November 7, December 2002 and a 25 basis
point cut on June 27, 2003. The Company's management is responsible for
minimizing the Bank's exposure to interest rate risk and assuring an adequate

                                       38
<PAGE>

level of liquidity. This is accomplished by developing objectives, goals and
strategies designed to enhance profitability and performance.

         Ongoing management of the Company's interest rate sensitivity limits
interest rate risk by controlling the mix and maturity of assets and
liabilities. Management regularly reviews the Company's position and evaluates
alternative sources and uses of funds as well as changes in external factors.
Various methods are used to achieve and maintain the desired rate sensitivity
position including the sale or purchase of assets and product pricing.

         In order to ensure that sufficient funds are available for loan growth
and deposit withdrawals, as well as to provide for general needs, the Company
must maintain an adequate level of liquidity. Asset liquidity comes from the
Company's ability to convert short-term investments into cash and from the
maturity and repayment of loans and investment securities. Liability liquidity
is provided by the Company's ability to attract deposits. The primary source of
liability liquidity is the Bank's customer base, which provides core deposit
growth. The overall liquidity position of the Company is closely monitored and
evaluated regularly. Management believes the Company's liquidity sources at
December 31, 2004 were adequate to meet its operating needs in 2005 and ongoing
forward into the foreseeable future.

Effect of Changing Prices
-------------------------

         The results of operations and financial conditions presented in this
report are based on historical cost information and are not adjusted for the
effects of inflation.

         Since the assets and liabilities of banks are primarily monetary in
nature (payable in fixed, determinable amounts), the performance of the Company
is affected more by changes in interest rates than by inflation. Interest rates
generally increase as the rate of inflation increases, but the magnitude of the
change in rates may not be the same.

         The effect of inflation on banks is normally not as significant as its
influence on those businesses that have large investments in plant and
inventories. During periods of high inflation, there are normally corresponding
increases in the money supply, and banks will normally experience above average
growth in assets, loans and deposits. Also, increases in the price of goods and
services will result in increased operating expenses.

         The following table includes key ratios, including returns on average
assets and equity.

<TABLE>
<CAPTION>
                                                            Return on Equity and Assets
                                              (Key financial ratios are computed on average balances)

                                                              Year Ended December 31,
                                              ------------------------------------------------------
                                                   2004                2003                2002
                                              ---------------    ----------------    ---------------
<S>                                                  <C>                 <C>                <C>
           Return on average assets                   1.02%               1.00%              1.17%

           Return on average equity                   8.94%               8.00%              9.87%

           Dividend payout ratio                     32.54%              35.63%             29.35%

           Average equity to assets ratio            11.37%              12.49%             11.86%
</TABLE>

                                       39
<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------

Interest Rate Risk
------------------

         Closely related to the concept of liquidity is the concept of interest
rate sensitivity (i. e., the extent to which assets and liabilities are
sensitive to changes in interest rates). Interest rate sensitivity is often
measured by the extent to which mismatches or "gaps" occur in the repricing of
assets and liabilities within a given time period. Gap analysis is used to
quantify such mismatches. A "positive" gap results when the amount of earning
assets repricing within a given time period exceeds the amount of
interest-bearing liabilities repricing within that time period. A "negative" gap
results when the amount of interest-bearing liabilities repricing within a given
time period exceeds the amount of earning assets repricing within such time
period.

         In general, a financial institution with a positive gap in relevant
time periods will benefit from an increase in market interest rates and will
experience erosion in net interest income if such rates fall. Likewise, a
financial institution with a negative gap in relevant time periods will normally
benefit from a decrease in market interest rates and will be adversely affected
by an increase in rates. By maintaining a balanced interest rate sensitivity
position, where interest rate sensitive assets roughly equal interest sensitive
liabilities in relevant time periods, interest rate risk can be limited.

         As a financial institution, the Company's potential interest rate
volatility is a primary component of its market risk. Fluctuations in interest
rates will ultimately impact the level of income and expense recorded on a large
portion of the Company's assets and liabilities, and the market value of all
interest-earning assets, other than those that possess a short-term maturity.
Based upon the nature of the Company's operations, the Company is not subject to
foreign currency or commodity price risk. The Company does not own any trading
assets and does not have any hedging transactions in place, such as interest
rate swaps and caps.

         The Company's Board of Directors has adopted an Asset/Liability policy
designed to stabilize net interest income and preserve capital over a broad
range of interest rate movements. This policy outlines guidelines and ratios
dealing with, among others, liquidity, volatile liability dependence, investment
portfolio composition, loan portfolio composition, loan-to-deposit ratio and gap
analysis ratio. The Board of Directors monitors the Company's performance as
compared to Asset/Liability Policy. In addition, to effectively administer the
Asset/Liability Policy and to monitor exposure to fluctuations in interest
rates, the Company maintains an Asset/Liability Committee, consisting of the
Chief Executive Officer, Chief Financial Officer, Chief Lending Officer, Branch
Administrator, and Controller. This committee meets monthly to review the
Company's lending and deposit-gathering activities, to review competitive
interest rates, to develop strategies to implement the Asset/Liability Policy
and to respond to market conditions.

                                       40
<PAGE>

         The Company monitors and controls interest rate risk through a variety
of techniques, including use of traditional interest rate sensitivity analysis
(also known as "gap analysis") and an interest rate risk management model. With
the interest rate risk management model, the Company projects future net
interest income, and then estimates the effect of various changes in interest
rates and balance sheet growth rates on that projected net interest income. The
Company also uses the interest rate risk management model to calculate the
change in net portfolio value over a range of interest rate change scenarios.
Traditional gap analysis involves arranging the Company's interest-earning
assets and interest-bearing liabilities by repricing periods and then computing
the difference (or "interest rate sensitivity gap") between the assets and
liabilities that are estimated to reprice during each time period and
cumulatively through the end of each time period.

         Both interest rate sensitivity modeling and gap analysis are done at a
specific point in time and involve a variety of significant estimates and
assumptions. Interest rate sensitivity modeling requires, among other things,
estimates of how much and when yields and costs on individual categories of
interest-earning assets and interest-bearing liabilities will respond to general
changes in market rates, future cash flows and discount rates.

         Gap analysis requires estimates as to when individual categories of
interest-sensitive assets and liabilities will reprice, and assumes that assets
and liabilities assigned to the same repricing period will reprice at the same
time and in the same amount. Gap analysis does not account for the fact that
repricing of assets and liabilities is discretionary and subject to competitive
and other pressures.

         The following table sets forth the estimated maturity/repricing
structure of the Company's interest-bearing assets and interest-bearing
liabilities at December 31, 2004. Except as stated below, the amounts of assets
or liabilities shown which reprice or mature during a particular period were
determined in accordance with the contractual terms of each asset or liability.
The majority of interest-bearing demand deposits and savings deposits are
assumed to be "core" deposits, or deposits that will remain at the Company
regardless of market interest rates. The table does not assume any prepayment of
fixed-rate loans.

                                       41
<PAGE>

<TABLE>
<CAPTION>
                                                        RATE SENSITIVE GAP ANALYSIS

                                                          As of December 31, 2004
                                 ----------------------------------------------------------------------------

                                                           Maturing or repricing
                                 ----------------------------------------------------------------------------
                                    Three         Over Three       Over One         Over            Not
                                    Months        To Twelve      Year Through       Five           Rate-
                                   Or Less          Months        Five Years        Years         Sensitive          Total
                                 ------------    ------------    ------------    ------------    ------------    ------------
<S>                              <C>             <C>             <C>             <C>             <C>             <C>
(Dollars in thousands)
Interest earning assets:
Federal funds sold               $         --    $         --    $         --    $         --    $         --    $         --
Securities                              4,161          16,928          71,073          10,661              --         102,823
Loans                                 283,067          20,254          11,911          26,210           2,798         344,240
                                 ------------    ------------    ------------    ------------    ------------    ------------
 Total interest earning assets        287,228          37,182          82,984          36,871           2,798         447,063
                                 ------------    ------------    ------------    ------------    ------------    ------------
Cash and due from banks                    --              --              --              --          17,084          17,084
Allowance for loan losses                  --              --              --              --          (3,334)         (3,334)
Other assets                               --              --              --              --          29,241          29,241
                                 ------------    ------------    ------------    ------------    ------------    ------------
  Total assets                   $    287,228    $     37,182    $     82,984    $     36,871    $     45,789    $    490,054
                                 ============    ============    ============    ============    ============    ============

Interest bearing liabilities:
Demand, interest bearing         $     51,818    $         --    $         --    $         --    $         --    $     51,818
Savings and money market              160,062              --              --              --              --         160,062
Time deposits                          37,064          36,632          17,919              --              --          91,615
                                 ------------    ------------    ------------    ------------    ------------    ------------
 Total interest bearing
     liabilities                      248,944          36,632          17,919              --              --         303,495
                                 ------------    ------------    ------------    ------------    ------------    ------------
Noninterest demand deposits                --              --              --              --         109,758         109,758
Federal funds purchased                19,172              --              --              --              --          19,172
Other liabilities                          --              --              --              --           5,000           4,938
Stockholders' equity                       --              --              --              --          52,629          52,629
                                 ------------    ------------    ------------    ------------    ------------    ------------
  Total liabilities and
     Stockholders' equity        $    268,116    $     36,632    $     17,919    $         --    $    186,559    $    490,054
                                 ============    ============    ============    ============    ============    ============
Interest rate sensitivity GAP    $     19,112    $        550    $     65,065    $     36,871    ($   121,598)   $         --
                                 ============    ============    ============    ============    ============    ============
Cumulative interest rate
  sensitivity GAP                $     19,112    $     19,662    $     84,727    $    121,598    $         --    $         --
Cumulative interest rate
   sensitivity GAP ratio                 6.65%           6.06%          20.80%          27.37%             --              --
</TABLE>

         Changes in estimates and assumptions made for interest rate sensitivity
modeling and gap analysis could have a significant impact on projected results
and conclusions. Therefore, these techniques may not accurately reflect the
impact of general interest rate movements on the Company's net interest income
or net portfolio value.

         Because of the limitations in the gap analysis discussed above, members
of the Company's Asset/Liability Management Committee believe that the interest
sensitivity modeling more accurately reflects the effects and exposure to
changes in interest rates. Net interest income simulation considers the relative
sensitivities of the balance sheet, including the effect of interest rate caps
on adjustable rate mortgages and the relatively stable aspects of core deposits.
As such, net interest income simulation is designed to address the probability
of interest rate changes and behavioral response of the balance sheet to those
changes. Market Value of Portfolio Equity represents the fair value of the net
present value of assets, liabilities and off-balance sheet items. The starting
point (or "base case") for the following table is the Company's net portfolio at
December 31, 2004, using current discount rates, and an estimate of net interest
income for 2004 assuming that both interest rates and the Company's
interest-sensitive assets and liabilities remain at December 31, 2004 levels.
The "rate shock" information in the table shows estimates of net portfolio value
at December 31, 2004 and net interest income for 2004 assuming fluctuations or

                                       42
<PAGE>

"rate shocks" of minus 50 and 100 basis points and plus 100 and 200 basis
points. Minus 200 basis points not used because it would be greater than the
Federal Funds rate. Rate shocks assume that current interest rates change
immediately. The information set forth in the following table is based on
significant estimates and assumptions, and constitutes a forward-looking
statement within the meaning of that term set forth in Rule 173 of the
Securities Act of 1933 and Rule 3-6 of the Securities Exchange Act of 1934.

<TABLE>
<CAPTION>
                                                          Market Risk in Securities
(Amount in thousands)                                        Interest Rate Shock
                                                            At December 31, 2004
Available for Sale securities
                                             Rates Decline                          Rates Increase
                                        ------------------------              ------------------------
<S>                                      <C>         <C>           <C>          <C>         <C>
Rate change                                 (0.5%)        (1%)     Current            +1%          +2%

Unrealized gain (loss)                   $ 1,493     $ 2,027       $   960      ($   945)   ($  2,851)

Change from current                      $   533     $ 1,067                     $    15    ($  1,891)


                                                     Market Risk on Net Interest Income
(Amounts in thousands)                                       At December 31, 2004

                                             Rates Decline                          Rates Increase
                                        ------------------------              ------------------------
Rate change                                 (0.5%)        (1%)     Current            +1%          +2%

Change in net interest income            $20,803     $20,029       $21,577       $23,064     $ 24,552

Change from current                     ($   774)   ($ 1,548)                    $ 1,487     $  2,975

</TABLE>

                                       43
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
---------------------------------------------------

<TABLE>
<CAPTION>
INDEX TO FINANCIAL STATEMENTS                                                                  Page
                                                                                               ----
<S>                                                                                             <C>
Report of Independent Registered Public Accounting Firm.....................................    45

Consolidated Balance Sheets, December 31, 2004 and 2003.....................................    46

Consolidated Statements of Earnings for the years ended December 31, 2004, 2003 and 2002....    47

Consolidated Statements of Stockholders' Equity and Comprehensive Income for the years
ended December 31, 2004, 2003 and 2002......................................................    48

Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003
and 2002....................................................................................    49

Notes to Consolidated Financial Statements..................................................    50
</TABLE>

All schedules have been omitted since the required information is not present in
amounts sufficient to require submission of the schedule or because the
information required is included in the Financial Statements or notes thereto.

                                       44
<PAGE>
KPMG
[GRAPHIC LOGO OMITTED]

                         KPMG LLP
                         55 Second Street
                         San Francisco, CA  94105



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Stockholders FNB Bancorp:

We have audited the accompanying consolidated balance sheets of FNB Bancorp and
subsidiary (the Company) as of December 31, 2004 and 2003, and the related
consolidated statements of earnings, stockholders' equity and comprehensive
income, and cash flows for each of the years in the three-year period ended
December 31, 2004. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 2004 and 2003, and the results of their operations and their cash
flows for each of the years in the three-year period ended December 31, 2004, in
conformity with U.S. generally accepted accounting principles.

                                   /s/ KPMG LLP

San Francisco, California
March 3, 2005




          KPMG LLP, a U.S. limited liability partnership, is the U.S.
            member firm of KPMG International, a Swiss cooperative.

                                       45
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                           Consolidated Balance Sheets

                           December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                  Assets                             2004           2003
                                                                 ------------   ------------
<S>                                                               <C>            <C>
Cash and due from banks                                            17,084,000     22,764,000
Federal funds sold                                                         --      7,880,000
                                                                 ------------   ------------
                    Cash and cash equivalents                      17,084,000     30,644,000
Securities available-for-sale                                     102,823,000     63,692,000
Loans, net                                                        340,906,000    312,929,000
Bank premises, equipment, and leasehold improvements               11,614,000     10,904,000
Accrued interest receivable and other assets                       17,627,000     11,279,000
                                                                 ------------   ------------
     Total Assets                                                 490,054,000    429,448,000
                                                                 ============   ============
                Liabilities and Stockholders' Equity
Deposits:
     Demand, noninterest bearing                                  109,758,000     96,567,000
     Demand, interest bearing                                      51,818,000     62,974,000
     Savings                                                      160,062,000    122,705,000
     Time                                                          91,615,000     91,968,000
                                                                 ------------   ------------
                    Total deposits                                413,253,000    374,214,000
Federal funds purchased                                            19,172,000             --
Accrued expenses and other liabilities                              5,000,000      3,247,000
                                                                 ------------   ------------
                    Total liabilities                             437,425,000    377,461,000
                                                                 ------------   ------------
Commitments and contingencies
Stockholders' equity:
     Common stock, no par value; authorized 10,000,000 shares;
        issued and outstanding 2,586,000 and 2,519,000 shares
        on December 31, 2004 and 2003, respectively                31,365,000     28,903,000
     Additional paid-in capital                                         9,000          3,000
     Retained earnings                                             20,689,000     22,041,000
     Accumulated other comprehensive income                           566,000      1,040,000
                                                                 ------------   ------------
                    Total stockholders' equity                     52,629,000     51,987,000
                                                                 ------------   ------------
     Total liabilities and shareholders' equity                   490,054,000    429,448,000
                                                                 ============   ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       46
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                       Consolidated Statements of Earnings

                  Years ended December 31, 2004, 2003 and 2002

<TABLE>
<CAPTION>
                                                              2004            2003           2002
                                                          ------------    ------------   ------------
<S>                                                       <C>               <C>            <C>
Interest income:
     Interest and fees on loans                           $ 21,226,000      19,990,000     22,664,000
     Interest and dividends on securities                    1,418,000       1,446,000      1,794,000
     Interest on tax-exempt securities                       1,250,000       1,358,000      1,461,000
     Federal funds sold                                        152,000          73,000        240,000
                                                          ------------    ------------   ------------
                    Total interest income                   24,046,000      22,867,000     26,159,000
Interest expense:
     Interest on deposits                                    2,460,000       2,656,000      4,273,000
     Interest expense on other borrowings                       73,000           2,000         15,000
                                                          ------------    ------------   ------------
                    Total interest expense                   2,533,000       2,658,000      4,288,000
                                                          ------------    ------------   ------------
                    Net interest income                     21,513,000      20,209,000     21,871,000
Provision for loan losses                                      480,000         780,000        150,000
                                                          ------------    ------------   ------------
                    Net interest income after provision
                         for loan losses                    21,033,000      19,429,000     21,721,000
                                                          ------------    ------------   ------------
Noninterest income:
     Service charges                                         2,500,000       2,662,000      1,989,000
     Credit card fees                                          886,000         946,000        921,000
     Gain on sale of bank premises, equipment, and
          leasehold improvements                                    --              --         14,000
     Gain (loss) on sale of investment securities              (31,000)        165,000        121,000
     Other                                                     432,000         253,000        263,000
                                                          ------------    ------------   ------------
                    Total noninterest income                 3,787,000       4,026,000      3,308,000
                                                          ------------    ------------   ------------
Noninterest expense:
     Salaries and employee benefits                         10,521,000      10,576,000     10,604,000
     Occupancy expense                                       1,288,000       1,240,000      1,246,000
     Equipment expense                                       1,662,000       1,582,000      2,008,000
     Advertising expense                                       472,000         218,000        324,000
     Data processing expense                                   344,000         394,000        385,000
     Professional fees                                       1,086,000         914,000      1,126,000
     Director expense                                          180,000         152,000        150,000
     Surety insurance                                          479,000         493,000        400,000
     Telephone, postage, supplies                            1,103,000         898,000      1,073,000
     Bankcard expenses                                         803,000         818,000        787,000
     Other                                                     617,000         633,000        602,000
                                                          ------------    ------------   ------------
                    Total noninterest expense               18,555,000      17,918,000     18,705,000
                                                          ------------    ------------   ------------
                    Earnings before income tax expense       6,265,000       5,537,000      6,324,000
Income tax expense                                           1,577,000       1,396,000      1,510,000
                                                          ------------    ------------   ------------
                    Net earnings                          $  4,688,000       4,141,000      4,814,000
                                                          ============    ============   ============
Earnings per share data:
     Basic                                                $       1.79    $       1.55   $       1.80
     Diluted                                              $       1.76    $       1.54   $       1.79
Weighted average shares outstanding:
     Basic weighted average shares outstanding               2,619,000       2,668,000      2,679,000
     Diluted weighted average shares outstanding             2,670,000       2,695,000      2,688,000
</TABLE>

See accompanying notes to consolidated financial statements.

                                       47
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

    Consolidated Statements of Stockholders' Equity and Comprehensive Income

                  Years ended December 31, 2004, 2003, and 2002

<TABLE>
<CAPTION>
                                                                                        Accumulated
                                    Common stock           Additional                      other
                             ---------------------------     paid-in        Retained    comprehensive  Comprehensive
                                Shares         Amount        capital        earnings       income         income           Total
                             ------------   ------------   ------------   ------------   ------------   ------------   ------------
<S>                             <C>         <C>              <C>            <C>               <C>       <C>              <C>
Balance at
   December 31, 2001            2,319,000   $  2,899,000     20,497,000     22,546,000        581,000                    46,523,000
FNB Bancorp 1-for-1
   exchange Of Bank stock              --     20,497,000    (20,497,000)            --             --             --             --
Net earnings                           --             --             --      4,814,000             --      4,814,000      4,814,000
Other comprehensive income:
   Unrealized gain on
      securities, net of
      tax of $328,000                  --             --             --             --      1,223,000      1,223,000      1,223,000
                                                                                                        ------------
Comprehensive income                                                                                    $  6,037,000
                                                                                                        ============
Cash dividends of $0.12
   per share, quarterly                --             --             --     (1,114,000)            --             --     (1,114,000)
Special cash dividend of
   $0.12 per share                                                            (292,000)                                    (292,000)
Stock dividend of 5%              116,000      3,040,000                    (3,040,000)                                          --
Cash on fractional shares
   related To stock dividend                                                    (7,000)                                      (7,000)
Stock options exercised             2,000         56,000             --             --                                       56,000
                             ------------   ------------   ------------   ------------   ------------                  ------------
Balance at
   December 31, 2002            2,437,000     26,492,000             --     22,907,000      1,804,000                    51,203,000
Net earnings                           --             --             --      4,141,000             --      4,141,000      4,141,000
Other comprehensive
 income:
   Unrealized loss on
   securities, net of tax
   benefit of $121,000                 --             --             --             --       (764,000)      (764,000)      (764,000)
                                                                                                        ------------
Comprehensive income                                                                                    $  3,377,000
                                                                                                        ============
Cash dividends of $0.12
   per share, quarterly                --             --             --     (1,166,000)            --                    (1,166,000)
Special cash dividend of
   $0.12 per share                                    --             --       (302,000)            --                      (302,000)
Stock dividend  of 5%             120,000      3,532,000                    (3,532,000)                                          --
Cash on fractional shares
   related To stock dividend           --             --             --         (7,000)            --                        (7,000)
Stock-based compensation
   Expense                             --             --          3,000             --             --                         3,000
Stock repurchased and retired     (41,000)    (1,177,000)            --             --             --                    (1,177,000)
Stock options exercised             3,000         56,000             --             --             --                        56,000
                             ------------   ------------   ------------   ------------   ------------                  ------------
Balance at
   December 31, 2003            2,519,000     28,903,000          3,000     22,041,000      1,040,000                    51,987,000
Net earnings                           --             --             --      4,688,000             --      4,688,000      4,688,000
Other comprehensive
 income:
   Unrealized loss on
     securities, net of
     tax benefit
     of $330,000                       --             --             --             --       (474,000)      (474,000)      (474,000)
                                                                                                        ------------
Comprehensive income                                                                                    $  4,214,000
                                                                                                        ============
Cash dividends of $0.12
   per share, quarterly                --             --             --     (1,210,000)            --                    (1,210,000)
Special cash dividend
   of $0.12 per share                                 --             --       (316,000)            --                      (316,000)
Stock dividend of 5%              124,000      4,514,000                    (4,514,000)                                          --
Stock-based compensation
   expense                             --             --          6,000             --             --                         6,000
Stock repurchased and
   retired                        (69,000)    (2,324,000)            --             --             --                    (2,324,000)
Stock options exercised            12,000        272,000             --             --             --                       272,000
                             ------------   ------------   ------------   ------------   ------------                  ------------
Balance at
   December 31, 2004            2,586,000   $ 31,365,000          9,000     20,689,000        566,000                    52,629,000
                             ============   ============   ============   ============   ============                  ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       48
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                      Consolidated Statements of Cash Flows

                        December 31, 2004, 2003 and 2002

<TABLE>
<CAPTION>
                                                                2004            2003            2002
                                                            ------------    ------------    ------------
<S>                                                         <C>                <C>             <C>
Cash flows from operating activities:
   Net earnings                                             $  4,688,000       4,141,000       4,814,000
   Adjustments to reconcile net earnings to cash
      provided by operating activities:
         Depreciation and amortization                         1,790,000       1,971,000       1,735,000
         (Gain) loss on sale of investment securities             31,000        (165,000)       (121,000)
         Stock-based compensation expense                          6,000           3,000              --
         Gain (loss) on sale of bank premises, equipment,
            and leasehold improvements                                 0           5,000         (14,000)
         Provision for loan losses                               480,000         780,000         150,000
         Deferred taxes                                           74,000        (862,000)        183,000
         Changes in assets and liabilities:
            Accrued interest receivable and other assets      (6,422,000)     (1,776,000)        176,000
            Accrued expenses and other liabilities             2,083,000         834,000      (1,766,000)
                                                            ------------    ------------    ------------
               Net cash provided by operating activities       2,730,000       4,931,000       5,157,000
                                                            ------------    ------------    ------------
Cash flows from investing activities:
   Proceeds from matured securities available-for-sale        34,203,000      30,099,000      29,682,000
   Purchases of securities available-for-sale                (74,689,000)    (28,059,000)    (40,895,000)
   Proceeds from sale of securities available-for-sale                --       9,080,000       2,078,000
   Net decrease (increase) in loans                          (28,457,000)    (28,820,000)      3,028,000
   Proceeds from sales of bank premises, equipment, and
      leasehold improvements                                     121,000           7,000          14,000
   Purchases of bank premises, equipment, and leasehold
      Improvements                                            (2,101,000)       (927,000)     (1,153,000)
                                                            ------------    ------------    ------------
               Net cash used in investing activities         (70,923,000)    (18,620,000)     (7,246,000)
                                                            ------------    ------------    ------------
Cash flows from financing activities:
   Net increase in demand and savings deposits                39,392,000      24,392,000      15,624,000
   Net increase (decrease) in time deposits                     (353,000)      2,416,000     (12,297,000)
   Net increase (decrease) in federal funds purchased         19,172,000              --      (2,100,000)
   Cash dividends paid                                        (1,526,000)     (1,475,000)     (1,413,000)
   Repurchases of common stock                                (2,324,000)     (1,177,000)             --
   Exercise of stock options                                     272,000          56,000          56,000
   Payments on capital note payable                                   --         (78,000)        (75,000)
                                                            ------------    ------------    ------------
               Net cash provided by (used in)
                  financing activities                        54,633,000      24,134,000        (205,000)
                                                            ------------    ------------    ------------
               Net increase (decrease) in cash and cash
                  Equivalents                                (13,560,000)     10,445,000      (2,294,000)
Cash and cash equivalents at beginning of year                30,644,000      20,199,000      22,493,000
                                                            ------------    ------------    ------------
Cash and cash equivalents at end of year                    $ 17,084,000      30,644,000      20,199,000
                                                            ============    ============    ============
Additional cash flow information:
   Interest paid                                            $  2,467,000       2,785,000       4,763,000
   Income taxes paid                                           1,691,000         872,000         530,000
   Noncash - stock dividend                                    4,514,000       3,532,000       3,040,000
</TABLE>

See accompanying notes to consolidated financial statements.

                                       49
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003


(1)      The Company and Summary of Significant Accounting Policies

         FNB Bancorp (the Company) is a bank holding company registered under
         the Bank Holding Company Act of 1956, as amended. The Company was
         incorporated under the laws of the State of California on February 28,
         2001. The consolidated financial statements include the accounts of FNB
         Bancorp and its wholly owned subsidiary, First National Bank of
         Northern California (the Bank). The Bank provides traditional banking
         services in San Mateo and San Francisco counties.

         The Bank and the Company entered into an Agreement and Plan of
         Reorganization dated November 1, 2001 (the Plan of Reorganization), and
         the shareholders of the Bank approved the Plan of Reorganization at a
         Special Meeting of the Shareholders of the Bank held on February 27,
         2002. The Plan of Reorganization was consummated on March 15, 2002.
         Each outstanding share of the common stock, par value $1.25 per share,
         of the Bank (other than any shares as to which dissenters' rights of
         appraisal have been properly exercised) was converted into one share of
         the no par common stock of the Company, and the former holders of Bank
         common stock became the holders of all of the Company common stock. The
         change in capital structure has been included for all periods
         presented.

         The preparation of consolidated financial statements in conformity with
         accounting principles generally accepted in the United States of
         America requires management to make estimates and assumptions that
         affect the reported amounts of assets and liabilities and the
         disclosure of contingent assets and liabilities at the date of the
         financial statements and revenue and expenses during the reporting
         period. Actual results could differ from those estimates. For the Bank,
         the significant accounting estimate is the allowance for loan losses
         (note 1f). A summary of the significant accounting policies applied in
         the preparation of the accompanying consolidated financial statements
         follows.

         (a)      Basis of Presentation

                  The accounting and reporting policies of the Company and its
                  wholly owned subsidiary are in accordance with accounting
                  principles generally accepted in the United States of America.
                  All intercompany balances and transactions have been
                  eliminated.

                                       50
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003


         (b)      Cash and Cash Equivalents

                  Cash and cash equivalents include cash on hand, amounts due
                  from banks, and federal funds sold. Generally, federal funds
                  are sold for one-day periods. The cash equivalents are readily
                  convertible to known amounts of cash and present insignificant
                  risk of changes in value due to original maturity dates of 90
                  days or less. Included in cash and cash equivalents are
                  amounts restricted for the Federal Reserve requirement of
                  approximately $1,087,000 and $400,000 at December 31, 2004 and
                  2003, respectively.

         (c)      Investment Securities

                  Investment securities consist of U.S. Treasury securities,
                  U.S. agency securities, obligations of states and political
                  subdivisions, obligations of U.S. corporations,
                  mortgage-backed securities and other securities. At the time
                  of purchase of a security, the Company designates the security
                  as held-to-maturity or available-for-sale, based on its
                  investment objectives, operational needs, and intent to hold.
                  The Company does not purchase securities with the intent to
                  engage in trading activity. Held to maturity securities are
                  recorded at amortized cost, adjusted for amortization of
                  premiums or accretion of discounts. The Company did not have
                  any investments in the held-to-maturity portfolio at December
                  31, 2004 or 2003. Available-for-sale securities are recorded
                  at fair value with unrealized holding gains or losses, net of
                  the related tax effect, reported as a separate component of
                  stockholders' equity until realized.

                  A decline in the market value of any available-for-sale or
                  held-to-maturity security below cost that is deemed other than
                  temporary results in a charge to earnings and the
                  corresponding establishment of a new cost basis for the
                  security. Amortization of premiums and accretion of discounts
                  on debt securities are included in interest income over the
                  life of the related held-to-maturity or available-for-sale
                  security using the effective interest method. Dividend and
                  interest income are recognized when earned. Realized gains and
                  losses for securities classified as available-for-sale and
                  held-to-maturity are included in earnings and are derived
                  using the specific identification method for determining the
                  cost of securities sold.

         (d)      Derivatives

                  All derivatives are recognized as either assets or liabilities
                  in the balance sheet and measured at fair value. The Company
                  did not hold any derivatives at December 31, 2004 and 2003.

                                       51
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003


         (e)      Loans

                  Loans are reported at the principal amount outstanding, net of
                  deferred loan fees and the allowance for loan losses. A loan
                  is considered impaired when, based on current information and
                  events, it is probable that the Company will be unable to
                  collect all amounts due according to the contractual terms of
                  the loan agreement, including scheduled interest payments. For
                  a loan that has been restructured, the contractual terms of
                  the loan agreement refer to the contractual terms specified by
                  the original loan agreement, not the contractual terms
                  specified by the restructuring agreement. An impaired loan is
                  measured based upon the present value of future cash flows
                  discounted at the loan's effective rate, the loan's observable
                  market price, or the fair value of collateral if the loan is
                  collateral dependent. Interest on impaired loans is recognized
                  on a cash basis. If the measurement of the impaired loan is
                  less than the recorded investment in the loan, an impairment
                  is recognized by a charge to the allowance for loan losses.

                  Unearned discount on installment loans is recognized as income
                  over the terms of the loans by the interest method. Interest
                  on other loans is calculated by using the simple interest
                  method on the daily balance of the principal amount
                  outstanding.

                  Loan fees net of certain direct costs of origination, which
                  represent an adjustment to interest yield, are deferred and
                  amortized over the contractual term of the loan using the
                  interest method.

                  Loans on which the accrual of interest has been discontinued
                  are designated as nonaccrual loans. Accrual of interest on
                  loans is discontinued either when reasonable doubt exists as
                  to the full and timely collection of interest or principal
                  when a loan becomes contractually past due by 90 days or more
                  with respect to interest or principal. When a loan is placed
                  on nonaccrual status, all interest previously accrued but not
                  collected is reversed against current period interest income.
                  Interest accruals are resumed on such loans only when they are
                  brought fully current with respect to interest and principal
                  and when, in the judgment of management, the loans are

                                       52
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003


                  estimated to be fully collectible as to both principal and
                  interest. Restructured loans are loans on which concessions in
                  terms have been granted because of the borrowers' financial
                  difficulties. Interest is generally accrued on such loans in
                  accordance with the new terms. Net amount written off in 2004
                  not considered material (see Allowance for Loan Losses caption
                  on page 28 in the Management Discussion and Analysis section).

         (f)      Allowance for Loan Losses

                  The allowance for loan losses is established through a
                  provision for loan losses charged to expense. Loans are
                  charged off against the allowance for loan losses when
                  management believes that the collectibility of the principal
                  is unlikely. The allowance is an amount that management
                  believes will be adequate to absorb probable losses inherent
                  in existing loans, standby letters of credit, overdrafts, and
                  commitments to extend credit based on evaluations of
                  collectibility and prior loss experience. The evaluations take
                  into consideration such factors as changes in the nature and
                  volume of the portfolio, overall portfolio quality, loan
                  concentrations, specific problem loans, commitments, and
                  current and anticipated economic conditions that may affect
                  the borrowers' ability to pay. While management uses these
                  evaluations to determine the level of the allowance for loan
                  losses, future provisions may be necessary based on changes in
                  the factors used in the evaluations.

                  Material estimates relating to the determination of the
                  allowance for loan losses are particularly susceptible to
                  significant change in the near term. Management believes that
                  the allowance for loan losses is adequate. While management
                  uses available information to recognize losses on loans,
                  future additions to the allowance may be necessary based on
                  changes in economic conditions. In addition, the banking
                  regulators, as an integral part of its examination process,
                  periodically review the Bank's allowance for loan losses. The
                  banking regulators may require the Bank to recognize additions
                  to the allowance based on their judgment about information
                  available to them at the time of their examination.

         (g)      Premises and Equipment

                  Premises and equipment are reported at cost less accumulated
                  depreciation using the straight-line method over the estimated
                  service lives of related assets ranging from 2 to 25 years.
                  Leasehold improvements are amortized over the lives of the
                  respective leases or the service lives of the improvements,
                  whichever is shorter.

                                       53
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003


         (h)      Cash Dividends

                  The Company's ability to pay cash dividends is subject to
                  restrictions set forth in the California General Corporation
                  Law. Funds for payment of any cash dividends by the Company
                  would be obtained from its investments as well as dividends
                  and/or management fees from First National Bank. First
                  National Bank's ability to pay cash dividends is subject to
                  restrictions imposed under the National Bank Act and
                  regulations promulgated by the Office of the Comptroller of
                  the Currency.

         (i)      Stock Dividend

                  On November 19, 2004, the Company announced that its Board of
                  Directors has declared a stock dividend of approximately
                  123,633 shares, payable at the rate of one share of Common
                  Stock for every twenty (20) shares of Common Stock owned. The
                  stock dividend was paid on December 15, 2004, to shareholders
                  of record on December 1, 2004. The earnings per share data
                  presented have been adjusted for this stock dividend.

         (j)      Income Taxes

                  Deferred income taxes are determined using the assets and
                  liabilities method. Under this method, the net deferred tax
                  asset or liability is recognized for tax consequences of
                  temporary differences by applying current tax rates to
                  differences between the financial reporting and the tax basis
                  of existing assets and liabilities. Deferred tax assets and
                  liabilities are reflected at currently enacted income tax
                  rates applicable to the period in which the deferred tax
                  assets or liabilities are expected to be realized or settled.
                  As changes in tax laws or rates are enacted, deferred tax
                  assets and liabilities are adjusted through the provision for
                  income taxes.

         (k)      Stock Option Plan

                  The Company has elected to follow Accounting Principles Board
                  Opinion No. 25, Accounting for Stock Issued to Employees (APB
                  No. 25), and related interpretations, in accounting for its
                  employee stock options rather than the alternative fair value
                  accounting allowed by SFAS No. 123, Accounting for Stock-Based
                  Compensation, as amended by SFAS No. 148, Accounting for
                  Stock-Based Compensation-Transition and Disclosure. APB No. 25
                  provides that the compensation expense relative to the
                  Company's employee stock options is measured based on the
                  intrinsic value of the stock option. SFAS No. 123 as amended
                  by SFAS No. 148 requires companies that continue to follow APB
                  No. 25 to provide a pro-forma disclosure of the impact of
                  applying the fair value method of SFAS No. 123.

                  Beginning in fiscal 2003, the Company elected to adopt the
                  fair value method of accounting for stock-based compensation.
                  Historically, the Company applied the intrinsic value method

                                       54
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003


                  permitted under SFAS 123, as defined in APB 25 and related
                  interpretations, in accounting for its stock incentive plans
                  in the past. The

                  Company has evaluated the alternative methods of transition
                  and has elected the prospective method. All future employee
                  stock option grants and other stock-based compensation will be
                  expensed over the vesting period, based on the fair value at
                  the time the stock-based compensation is granted.

                  Had compensation cost related to the Company's stock option
                  awards to employees and directors been determined under the
                  fair value method prescribed under SFAS No. 123, the Company's
                  net income, basic earnings per share, and diluted earnings per
                  share would have been the pro-forma amounts below, for 2004,
                  2003, and 2002:

<TABLE>
<CAPTION>
                                                                  2004              2003              2002
                                                             -------------     -------------     -------------
<S>                                                          <C>                   <C>               <C>
         Net earnings                       As reported      $   4,688,000         4,141,000         4,814,000
         Add stock-based employee
            compensation expense
            included in reported net
            income, net of related
            tax effects                                              6,000                                  --
                                                                                       3,000
         Deduct total stock-based
            Employee compensation
            expense determined
            under the fair value
            based method for all
            awards, net of related
            tax effects                                            (10,000)          (10,000)          (10,000)
                                                             -------------     -------------     -------------
         Net earnings                       Pro forma        $   4,684,000         4,134,000         4,804,000
                                                             =============     =============     =============

         Basic earnings per share           As reported               1.79              1.55              1.80
                                            Pro forma                 1.79              1.55              1.79

         Diluted earnings per share         As reported               1.76              1.54              1.79
                                            Pro forma                 1.75              1.53              1.79
</TABLE>

                                       55
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003


                  Earnings per share have been computed based on the following:

<TABLE>
<CAPTION>
                                                       Year ended December 31
                                               ------------------------------------
                                                  2004         2003         2002
                                               ----------   ----------   ----------
<S>                                            <C>           <C>          <C>
         Net earnings                          $4,688,000    4,141,000    4,814,000
         Weighted average number of
            shares outstanding                  2,619,000    2,668,000    2,679,000
         Effect of dilutive options                51,000       27,000        9,000
                                               ----------   ----------   ----------

                     Weighted average
                         number of shares
                         outstanding used to
                         calculate diluted
                         earnings per share     2,670,000    2,695,000    2,688,000
                                               ==========   ==========   ==========
</TABLE>

                  Options to purchase 18,811 shares of common stock were not
                  included in the 2002 computation of diluted EPS because the
                  options' exercise price was greater than the average market
                  price of the common share. The options, which expire on May
                  31, 2008, were still outstanding at December 31, 2004. All
                  outstanding options were included in the 2004 and 2003
                  computations.

         (l)      Fair Values of Financial Instruments

                  The notes to financial statements include various estimated
                  fair value information as of December 31, 2004 and 2003. Such
                  information, which pertains to the Company's financial
                  instruments, does not purport to represent the aggregate net
                  fair value of the Company. Further, the fair value estimates
                  are based on various assumptions, methodologies and subjective
                  consideration, which vary widely among different financial
                  institutions and which are subject to change.

         (m)      Income Tax Credits

                  At December 31, 2004, the Bank had a $1,661,000 equity
                  investment in three partnerships, which own low-income
                  affordable housing projects that generate tax benefits in the
                  form of federal and state housing tax credits. As a limited
                  partner investor in these partnerships, the Company receives
                  tax benefits in the form of tax deductions from partnership
                  operating losses and federal and state income tax

                                       56
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003

                  credits. The federal and state income tax credits are earned
                  over a 10-year period as a result of the investment properties
                  meeting certain criteria and are subject to recapture for
                  noncompliance with such criteria over a 15-year period. The
                  expected benefit resulting from the low-income housing tax
                  credits is recognized in the period for which the tax benefit
                  is recognized in the Company's consolidated tax returns. These
                  investments are accounted for using the effective yield method
                  and are recorded in other assets on the balance sheet. Under
                  the effective yield method, the Company recognizes tax credits
                  as they are allocated and amortizes the initial cost of the
                  investments to provide a constant effective yield over the
                  period that tax credits are allocated to the Company. The
                  effective yield is the internal rate of return on the
                  investment, based on the cost of the investment and the
                  guaranteed tax credits allocated to the Company. Any expected
                  residual value of the investment was excluded from the
                  effective yield calculation. Cash received from operations of
                  the limited partnership or sale of the properties, if any,
                  will be included in earnings when realized or realizable.
                  These investments are included in other securities in
                  securities available-for-sale.

         (n)      Reclassifications

                  Certain prior year information has been reclassified to
                  conform to current year presentation.

         (o)      Bank Owned Life Insurance

                  The Corporation purchased insurance on the lives of certain
                  employees. The policies accumulate asset values to meet future
                  liabilities including the payment of employee benefits such as
                  the deferred compensation plan. Increases in the cash
                  surrender value are recorded as other noninterest income in
                  the consolidated statements of income. The cash surrender
                  value of bank owned life insurance is reflected in other
                  assets on the consolidated balance sheets in the amount of
                  $6,773,000 and $2,975,000 at December 31, 2004 and 2003,
                  respectively.

(2)      Restricted Cash Balance

         Cash and due from banks includes balances with the Federal Reserve Bank
         (the FRB). The Bank is required to maintain specified minimum average
         balances with the FRB, based primarily upon the Bank's deposit
         balances. As of December 31, 2004 and 2003, the Bank maintained
         deposits in excess of the FRB reserve requirement.

                                       57
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003

(3)      Securities Available-for-Sale

         The amortized cost and carrying values of securities available-for-sale
         are as follows:

<TABLE>
<CAPTION>
                                       Amortized      Unrealized      Unrealized       Carrying
                                          cost           gains          losses          value
                                      ------------   ------------    ------------    ------------
<S>                                   <C>               <C>              <C>          <C>
   December 31, 2004:
      Obligations of U.S.
         Government agencies          $ 54,780,000         85,000        (167,000)     54,697,000
      Obligations of states
         and political subdivisions     41,446,000      1,099,000         (30,000)     42,515,000
      Corporate debt                     3,977,000             --         (27,000)      3,950,000
      Other securities                   1,661,000             --              --       1,661,000
                                      ------------   ------------    ------------    ------------
                                      $101,864,000      1,184,000        (224,000)    102,823,000
                                      ============   ============    ============    ============

   December 31, 2003:
      Obligations of U.S.
         Government agencies          $ 23,688,000        167,000              --      23,855,000
      Obligations of states
         and political subdivisions     32,340,000      1,570,000          (2,000)     33,908,000
      Corporate debt                     4,003,000         28,000              --       4,031,000
      Other securities                   1,898,000             --              --       1,898,000
                                      ------------   ------------    ------------    ------------
                                      $ 61,929,000      1,765,000          (2,000)     63,692,000
                                      ============   ============    ============    ============
</TABLE>

         An analysis of gross unrealized losses of the available for sale
         investment securities portfolio as of December 31, 2004, follows. No
         analysis for 2003 is presented, as the amount was not material.

<TABLE>
<CAPTION>
                                              Less than 12 Months              12 Months or Longer                    Total
(Dollars in thousands            Fair Value   Unrealized Losses    Fair Value  Unrealized Losses    Fair Value  Unrealized Losses
<S>                             <C>                <C>                   <C>              <C>         <C>              <C>
Obligations of U.S.
   government agencies          $ 41,442,000       (167,000)             --               --        41,442,000       (167,000)
Obligations of states
   and political subdivisions     12,327,000        (30,000)             --               --        12,327,000        (30,000)
Corporate debt                     3,977,000        (27,000)             --               --         3,977,000        (27,000)
Other securities                          --             --              --               --                --             --
                                ------------   ------------    ------------     ------------      ------------   ------------
Total                             57,746,000       (224,000)             --               --        57,746,000       (224,000)
                                ============   ============    ============     ============      ============   ============
</TABLE>

         The amortized cost and carrying value of debt securities as of December
         31, 2004, by contractual maturity, are shown below. Expected maturities
         may differ from contractual maturities because borrowers may have the
         right to call or prepay obligations with or without call or prepayment
         penalties.

                                       58
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003


                                                    Amortized        Carrying
                                                      Cost            Value
                                                   ------------   ------------
         Available -for-sale:
            Due in one year or less                $ 21,088,000     21,089,000
            Due after one year though five years     70,474,000     71,073,000
         Due after five years through ten years       8,029,000      8,317,000
         Due after ten years                          2,273,000      2,344,000
                                                   ------------   ------------
                                                   $101,864,000    102,823,000
                                                   ============   ============

         For the years ended December 31, 2004, 2003, and 2002, gross realized
         gains amounted to $4,000, $238,000 and $121,000, respectively. For the
         years ended December 31, 2004, 2003 and 2002, gross realized losses
         amounted to $35,000, $73,000, and $0, respectively.

         At December 31, 2004 and 2003, securities with an amortized cost and
         fair value of $44,820,000 and $35,340,000 and $45,807,000 and
         $30,576,000, respectively, were pledged as collateral for public
         deposits and for other purposes required by law.

         As of December 31, 2004 and 2003, the Bank had investments in Federal
         Reserve Bank stock classified as other assets in the accompanying
         balance sheets of $702,000 and $702,000, respectively. These
         investments in Federal Reserve Bank stock are carried at cost, and
         evaluated periodically for impairment.

         In 2004, the Bank wrote down $27,000 representing the impaired value of
         its investment in Federal National Mortgage Corp. Securities.

(4)      Loans, Net

         Loans are summarized as follows at December 31:

                                             2004             2003
                                        -------------    -------------

         Real estate                    $ 255,433,000      214,588,000
         Construction                      28,997,000       48,610,000
         Commercial                        58,849,000       52,248,000
         Consumer & other                   2,589,000        2,551,000
                                        -------------    -------------
                                          345,868,000      317,997,000

         Allowance for loan losses         (3,334,000)      (3,284,000)
         Net deferred loan fees            (1,628,000)      (1,784,000)
                                        -------------    -------------
                                        $ 340,906,000      312,929,000
                                        =============    =============

                                       59
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003

         The Bank had total impaired loans of $2,798,000 and $9,085,000 at
         December 31, 2004 and 2003, respectively. The allowance for loan losses
         related to the impaired loans was $255,000 and $1,314,000 as of
         December 31, 2004 and 2003, respectively. The amount of the recorded
         investment in impaired loans for which there is no related allowance is
         $2,543,000 and $7,771,000 as of December 31, 2004 and 2003. During 2004
         and 2003, nonaccrual loans represented all impaired loans. The average
         recorded investment in impaired loans during 2004, 2003 and 2002 was
         $4,010,000, $8,552,000 and $2,063,000, respectively. Interest income on
         impaired loans of $4,800, $0, and $379,000, was recognized for cash
         payments received in 2004, 2003, and 2002, respectively. The amount of
         interest on impaired loans not collected in 2004, 2003 and 2002,
         respectively was $255,000, $757,000 and $124,000.

(5)      Allowance for Loan Losses

         Changes in the allowance for loan losses are summarized as follows for
         the years ended December 31:

<TABLE>
<CAPTION>
                                                 2004            2003            2002
                                             ------------    ------------    ------------
<S>                                          <C>                <C>             <C>
           Balance, beginning of year        $  3,284,000       3,396,000       3,543,000
                                             ------------    ------------    ------------
           Loans charged off                     (431,000)       (896,000)       (305,000)
           Recoveries                               1,000           4,000           8,000
                                             ------------    ------------    ------------
                     Net loans charged off       (430,000)       (892,000)       (297,000)

           Provision for loan losses              480,000         780,000         150,000
                                             ------------    ------------    ------------
           Balance, end of year              $  3,334,000       3,284,000       3,396,000
                                             ============    ============    ============
</TABLE>

(6)      Related Party Transactions

         In the ordinary course of business, the Bank made loans and advances
         under lines of credit to directors, officers, and their related
         interests. The Bank's policies require that all such loans be made at
         substantially the same terms as those prevailing at the time for
         comparable transactions with unrelated parties and do not involve more
         than normal risk or unfavorable features. The following summarizes
         activities of loans to such parties in 2004 and 2003:

                                                 2004         2003
                                              ----------   ----------
              Balance, beginning of year      $7,202,000   $1,735,000
              Additions                          138,000    5,980,000
              Repayments                       3,964,000      513,000
                                              ----------   ----------
              Balance, end of year            $3,376,000    7,202,000
                                              ==========   ==========

                                       60
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003

(7)      Bank Premises, Equipment, and Leasehold Improvements

         Bank premises, equipment, and leasehold improvements are stated at
         cost, less accumulated depreciation and amortization, and are
         summarized as follows at December 31:

<TABLE>
<CAPTION>
                                                         2004            2003
                                                     ------------    ------------
<S>                                                  <C>                <C>
         Buildings                                   $  7,753,000       6,839,000
         Equipment                                      7,924,000       7,526,000
         Leasehold improvements                         1,170,000         510,000
                                                     ------------    ------------
                                                       16,847,000      14,875,000

         Accumulated depreciation and amortization     (9,241,000)     (7,971,000)
                                                     ------------    ------------
                                                        7,606,000       6,904,000

         Land                                           4,008,000       4,000,000
                                                     ------------    ------------
                                                     $ 11,614,000      10,904,000
                                                     ============    ============
</TABLE>

         Depreciation expense for the years ended December 31, 2004, 2003, and
         2002 was $1,282,000, $1,290,000 and $1,354,000, respectively.

(8)      Deposits

         The aggregate amount of jumbo time certificates, each with a minimum
         denomination of $100,000 or more, was $42,402,000 and $41,995,000 at
         December 31, 2004 and 2003, respectively.

         At December 31, 2004, the scheduled maturities of time certificates of
         $100,000 and over are as follows:


                Year ending December 31:
                   2005                             $   36,174,000
                   2006                                  4,039,000
                   2007                                  2,189,000
                                                    --------------
                                                    $   42,402,000
                                                    ==============

                                       61
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003

(9)      Commitments and Contingencies

         The Bank leases a portion of its facilities and equipment under
         noncancelable operating leases expiring at various dates through 2009.
         Some of these leases provide that the Bank pay taxes, maintenance,
         insurance, and other occupancy expenses applicable to leased premises.
         Generally, the leases provide for renewal for various periods at
         stipulated rates.

         The minimum rental commitments under the operating leases as of
         December 31, 2004 are as follows:

                    Year ending December 31:
                       2005                           $    264,000
                       2006                                267,000
                       2007                                265,000
                       2008                                223,000
                       2009                                127,000
                                                      ------------
                                                      $  1,146,000
                                                      ============

         Total rent expense for operating leases was $284,000, $361,000, and
         $373,000, in 2004, 2003, and 2002, respectively.

         The Bank is engaged in various lawsuits either as plaintiff or
         defendant in the ordinary course of business and in the opinion of
         management, based upon the advice of counsel, the ultimate outcome of
         these lawsuits will not have a material effect on the Bank's financial
         statements.

(10)     Bank Savings Plan

         The Bank maintains a salary deferral 401(k) plan covering substantially
         all employees , known as the First National Bank Savings Plan (the
         Plan). The Plan allows employees to make contributions to the Plan up
         to a maximum allowed by law and the Bank's contribution is
         discretionary. The Plan expense for the years ended December 31, 2004,
         2003, and 2002 was $540,000, $475,000 and $480,000, respectively.

(11)     Salary Continuation and Deferred Compensation Plans

         The Bank maintains a Salary Continuation Plan for certain Bank
         officers. Officers participating in the Salary Continuation Plan are

                                       62
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003

         entitled to receive a monthly payment for a period of fifteen to twenty
         years upon retirement. The Company accrues such post-retirement
         benefits over the individual's employment period. The Salary
         Continuation Plan expense for the years ended December 31, 2004, 2003,
         and 2002 was $305,000, $137,000, and $131,000 respectively. Accrued
         compensation payable under the salary continuation plan totaled
         $1,515,000 and $1,271,000 at December 31, 2004 and 2003, respectively.

         The Deferred Compensation Plan allows eligible officers to defer
         annually their compensation up to a maximum 80% of their base salary
         and 100% of their cash bonus. The officer will be entitled to receive
         distribution upon reaching a specified age, passage of at least five
         years or termination of employment. As of December 31, 2004 and 2003,
         the related liability included in accrued expenses and other
         liabilities was $1,649,000 and $1,143,000, respectively.

(12)     Income Taxes

         The provision for income taxes for the years ended December 31,
         consists of the following:



                                   2004            2003            2002
                               ------------    ------------    ------------

           Current:
              Federal          $  1,275,000       1,473,000       1,210,000
              State                 228,000         785,000         117,000
                               ------------    ------------    ------------
                                  1,503,000       2,258,000       1,327,000
                               ------------    ------------    ------------
           Deferred:
              Federal                62,000        (615,000)        175,000
              State                  12,000        (247,000)          8,000
                               ------------    ------------    ------------
                                     74,000        (862,000)        183,000
                               ------------    ------------    ------------
                               $  1,577,000       1,396,000       1,510,000
                               ============    ============    ============

                                       63
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003

         The reasons for the differences between the statutory federal income
         tax rate and the effective tax rates for the years ended December 31,
         are summarized as follows:

<TABLE>
<CAPTION>
                                                         2004           2003           2002
                                                      ----------     ----------     ----------
<S>                                                        <C>            <C>            <C>
           Statutory rate                                  34.0%          34.0%          34.0%
           Increased (decrease) resulting from:
              Tax-exempt income                            (8.0)%         (8.7)%        (11.5)%
              State income taxes, net of federal
                 benefit                                    2.5%           6.4%           1.3%
              Allowable credits against income             (2.8)%         (5.8)%          0.0%
              Other, net                                   (0.5)%         (0.7)%         (0.1)%
                                                      ----------     ----------     ----------
                               Effective rate              25.2%          25.2%          23.7%
                                                      ==========     ==========     ==========
</TABLE>

         The tax effect of temporary differences giving rise to the Bank's net
         deferred tax asset is as follows:

<TABLE>
<CAPTION>
                                                                                  December 31
                                                                         ----------------------------
                                                                             2004            2003
                                                                         ------------    ------------
<S>                                                                      <C>                <C>
         Deferred tax assets:
            Allowance for loan losses                                    $  1,307,000       1,299,000
            Capitalized interest on buildings                                  32,000          33,000
            Various accruals not currently deductible in tax return         1,787,000       1,883,000
            Depreciation                                                      169,000          74,000
                                                                         ------------    ------------
                 Total deferred tax assets                                  3,295,000       3,289,000
                                                                         ------------    ------------
         Deferred tax liabilities:
            State income taxes                                                303,000         293,000
            Unrealized appreciation of available-for-sale securities          395,000         726,000
            Expenses and credits deducted on tax return, not for
               financial reporting purposes                                   115,000          32,000
                                                                         ------------    ------------
                 Total deferred tax liabilities                               813,000       1,051,000
                                                                         ------------    ------------
                 Net deferred tax assets before valuation allowance         2,482,000       2,238,000
                 Valuation allowance                                         (134,000)       (143,000)
                                                                         ------------    ------------
                 Net deferred tax asset                                     2,348,000       2,095,000
                                                                         ============    ============
</TABLE>

                                       64
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003

         As of December 31, 2004, the Bank had state tax credit carryforwards
         for income tax purposes of $169,000. If not utilized, the credits will
         expire by 2008. Management believes that valuation allowance of
         $134,000 and $143,000 for deferred taxes as of December 31, 2004 and
         2003 are adequate to reduce the deferred tax assets to an amount that
         will more likely than not be realized. It is more likely than not that
         the deferred tax assets will be realized through recovery of taxes
         previously paid and/or future taxable income. The valuation allowance
         decreased $9,000 in 2004 and increased $143,000 for 2003, respectively.
         The Company relies on California Enterprise Zone tax benefits that are
         subject to audit and adjustment. The valuation allowance takes this tax
         obligation uncertainty into account.

 (13)    Financial Instruments

         The Bank is a party to financial instruments with off-balance-sheet
         risk in the normal course of business to meet the financing needs of
         its customers. These financial instruments include commitments to
         extend credit in the form of loans or through standby letters of
         credit. These instruments involve, to varying degrees, elements of
         credit and interest-rate risk in excess of the amount recognized in the
         balance sheet.

         The Bank's exposure to credit loss is represented by the contractual
         amount of those instruments and is usually limited to amounts funded or
         drawn. The contract or notional amounts of these agreements, which are
         not included in the balance sheets, are an indicator of the Bank's
         credit exposure. Commitments to extend credit generally carry variable
         interest rates and are subject to the same credit standards used in the
         lending process for on-balance-sheet instruments. Additionally, the
         Bank periodically reassesses the customer's creditworthiness through
         ongoing credit reviews. The Bank generally requires collateral or other
         security to support commitments to extend credit. The following table
         provides summary information on financial institutions whose contract
         amounts represent credit risk as of December 31:

<TABLE>
<CAPTION>
                                                                      2004           2003
                                                                  ------------   ------------
<S>                                                               <C>              <C>
         Financial instruments whose contract amounts represent
            Credit risk:
                 Undisbursed loan commitments                     $ 33,629,000     28,860,000
                 Lines of credit                                    42,731,000     22,072,000
                 MasterCard lines                                    3,560,000      3,438,000
                 Standby letters of credit                           3,158,000      2,518,000
                                                                  ------------   ------------
                                                                  $ 83,078,000     56,888,000
                                                                  ============   ============
</TABLE>

                                       65
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003

         Commitments to extend credit are agreements to lend to a customer as
         long as there is no violation of any condition established in the
         contract. Commitments generally have fixed expiration dates or other
         termination clauses and may require payment of a fee. Since many of the
         commitments are expected to expire without being drawn upon, the total
         commitment amounts do not necessarily represent future cash
         requirements. The Bank evaluates each customer's creditworthiness on a
         case-by-case basis. The amount of collateral obtained, if deemed
         necessary by the Bank upon extension of credit, is based on
         management's credit evaluation. Collateral held varies but may include
         accounts receivable, inventory, property, plant and equipment, and
         income-producing commercial and residential properties.

         Equity reserve and unused credit card lines are additional commitments
         to extend credit. Many of these customers are not expected to draw down
         their total lines of credit, and therefore, the total contract amount
         of these lines does not necessarily represent future cash requirements.

         Standby letters of credit are conditional commitments issued by the
         Bank to guarantee the performance of a customer to a third party. The
         credit risk involved in issuing letters of credit is essentially the
         same as that involved in extending loan facilities to customers.

         The Bank issues both financial and performance standby letters of
         credit. The financial standby letters of credit are primarily to
         guarantee payment to third parties. As of December 31, 2004, there were
         $2,651,000 issued in financial standby letters of credit. The
         performance standby letters of credit are typically issued to
         municipalities as specific performance bonds. As of December 31, 2004
         there were $507,000 issued in performance standby letters of credit.
         The terms of the guarantees will expire in 2005. The Bank has
         experienced no draws on these letters of credit, and do not expect to
         in the future; however, should a triggering event occur, the Bank
         either has collateral in excess of the letters of credit or imbedded
         agreements of recourse from the customer.

         The following methods and assumptions were used by the Company.


         (a)      Cash and Cash Equivalents

                  The carrying amounts reported in the balance sheet for cash
                  and short-term instruments approximate those assets fair
                  values.

                                       66
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003

         (b)      Securities

                  Fair values for securities are based on quoted market prices,
                  where available. If quoted market prices are not available,
                  fair values are based on quoted market prices of comparable
                  instruments.

         (c)      Loans

                  Fair values for variable-rate loans that reprice frequently
                  and have no significant change in credit risk are based on
                  carrying values. The fair values for other loans are estimated
                  using discounted cash flow analyses, using interest rates
                  currently being offered for loans with similar terms to
                  borrowers of similar credit quality.

         (d)      Off-Balance Sheet Investments

                  Fair values for the company's off-balance-sheet lending
                  commitments are based on fees currently charged to enter into
                  similar agreements, taking into account the remaining terms of
                  the agreements and the credit standing of the counterparties.

         (e)      Deposit Liabilities

                  The fair values estimated for demand deposits (interest and
                  noninterest checking, passbook savings, and certain types of
                  money market accounts) are, by definition, equal to the amount
                  payable on demand at the reporting date (i.e., their carrying
                  amounts). Fair values for fixed-rate certificates of deposit
                  are estimated using a discounted cash flow calculation that
                  applies interest rates currently being offered on certificates
                  for a schedule of the aggregate expected monthly maturities on
                  time deposits.

         (f)      Federal Funds Sold/Purchased

                  The carrying amount of federal funds sold/purchased
                  approximates their fair values.

         (g)      Bank Owned Life Insurance

                  The carrying amount is the cash surrender value for all
                  policies.

                                       67
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003

         The following table provides summary information on the estimated fair
         value of financial instruments at December 31, 2004:

<TABLE>
<CAPTION>
                                                                           Carrying         Fair
                                                                            amount          value
                                                                         ------------   ------------
<S>                                                                      <C>             <C>
              Financial assets:
                   Cash and cash equivalents                             $ 17,084,000     17,084,000
                   Securities available for sale                          101,864,000    102,823,000
                   Loans, net                                             340,906,000    344,845,000
                   Bank owned life insurance                                6,773,000      6,773,000
                   Accrued interest receivable                              2,379,000      2,379,000

              Financial liabilities:
                   Deposits                                               413,253,000    413,137,000
                   Federal funds purchased                                 19,172,000     19,172,000
                   Accrued interest payable                                   403,000        403,000

              Off-balance-sheet liabilities:
                   Undisbursed loan commitments, lines of credit,
                        Mastercard line, and standby letters of credit             --        800,000
</TABLE>

         The following table provides summary information on the estimated fair
         value of financial instruments at December 31, 2003:

<TABLE>
<CAPTION>
                                                                           Carrying         Fair
                                                                            amount          value
                                                                         ------------   ------------
<S>                                                                      <C>             <C>
                 Financial assets:
                   Cash and cash equivalents                             $ 30,644,000     30,644,000
                   Securities available for sale                           63,692,000     63,692,000
                   Loans, net                                             312,929,000    316,702,000
                   Bank owned life insurance                                2,975,000      2,975,000

              Financial liabilities:
                   Deposits                                               374,214,000    374,591,000

              Off-balance-sheet liabilities:
                   Undisbursed loan commitments, lines of credit,
                        Mastercard line, and standby letters of credit             --        774,000
</TABLE>

         The carrying amounts include 2,798,000 and $9,085,000 of nonaccrual
         loans (loans that are not accruing interest) at December 31, 2004 and
         2003, respectively. Management has determined that primarily because of
         the uncertainty of predicting an observable market interest rate
         excessive amounts of time and money would be incurred to estimate the
         fair values of nonperforming loans. As such, these loans are recorded

                                       68
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003

         at their carrying amount in the estimated fair value columns. The
         following aggregate information is provided at December 31, about the
         contractual provisions of these loans:

                                                      2004            2003
                                                 -------------   -------------
          Aggregate carrying amount              $   2,798,000       9,085,000
          Effective rate                                  6.98%           8.60%
          Average term to maturity                    0 months         1 month

(14)     Significant Group Concentrations of Credit Risk

         Most of the Bank's business activity is with customers located within
         San Mateo and San Francisco counties. Generally, the loans are secured
         by assets of the borrowers. The loans are expected to be repaid from
         cash flows or proceeds from the sale of selected assets of the
         borrowers. The Bank does not have significant concentrations of loans
         to any one industry.

         The distribution of commitments to extend credit approximates the
         distribution of loans outstanding. Commercial and standby letters of
         credit were granted primarily to commercial borrowers.

         The contractual amounts of credit-related financial instruments such as
         commitments to extend credit, credit-card arrangements, and letters of
         credit represent the amounts of potential accounting loss should the
         contract be fully drawn upon, the customer default, and the value of
         any existing collateral become worthless.

(15)     Regulatory matters

         The Company, as a bank holding company, is subject to regulation by the
         Board of Governors of the Federal Reserve System under the Bank Holding
         Company Act of 1956, as amended.

         The Bank is subject to various regulatory capital requirements
         administered by the federal banking agencies. Failure to meet minimum
         capital requirements can initiate certain mandatory and possibly
         additional discretionary actions by regulators that, if undertaken,
         could have a direct material effect on the Company's financial
         statements. Under capital adequacy guidelines and the regulatory
         framework for prompt corrective action, the Company and the Bank must
         meet specific capital guidelines that involve quantitative measures of
         the Company's and the Bank's assets, liabilities and certain off-
         balance-sheet items as calculated under regulatory accounting

                                       69
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003

         practices. The capital amounts and classification are also subject to
         qualitative judgments by the regulators about components, risk
         weightings and other factors.

         Quantitative measures established by regulation to ensure capital
         adequacy require the Company and the Bank to maintain minimum amounts
         and ratios (set forth in the table below) of total and Tier 1 capital
         (as defined in the regulations) to risk-weighted assets (as defined),
         and of Tier 1 capital (as defined) to average assets (as defined).
         Management believes, as of December 31, 2004, that the Company and the
         Bank have met all capital adequacy requirements to which they are
         subject.

         As of December 31, 2004, the most recent notification from the
         regulatory agencies categorized the Company and the Bank as well
         capitalized under the regulatory framework for prompt corrective
         action. To be categorized as well capitalized the Company and the Bank
         must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1
         leverage ratios as set forth in the table. There are no conditions or
         events since that notification that management believes have changed
         the Company's or the Bank's categories.

                                       70
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003

         The consolidated actual capital amounts and ratios of FNB Bancorp and
         Subsidiary are also presented in the following table:

<TABLE>
<CAPTION>
                                                                                                  To be well capitalized under
                                                                              For capital           prompt corrective action
                                                   Actual                  adequacy purposes              provisions
                                         ---------------------------   -------------------------   --------------------------
                                             Amount         Ratio         Amount         Ratio        Amount          Ratio
                                         --------------   ----------   -------------   ---------   -------------   ----------
<S>                                      <C>                   <C>        <C>               <C>       <C>               <C>
     December 31, 2004:
        Total risk-based capital
          (to risk weighted assets)
        Consolidated Company             $ 55,397,000          13.50%     32,815,000        8.00%     41,019,000        10.00%
        Bank                               55,366,000          13.50      32,815,000        8.00      41,019,000        10.00

        Tier 1 capital (to risk
           weighted assets)
        Consolidated Company               52,063,000          12.69      16,407,000        4.00      24,611,000         6.00
        Bank                               52,032,000          12.69      16,407,000        4.00      24,611,000         6.00

        Tier 1 capital (to average
           assets)
        Consolidated Company               52,063,000          10.72      19,434,000        4.00      24,293,000         5.00
        Bank                               52,032,000          10.71      19,434,000        4.00      24,293,000         5.00


                                                                                                  To be well capitalized under
                                                                              For capital           prompt corrective action
                                                   Actual                  adequacy purposes              provisions
                                         ---------------------------   -------------------------   --------------------------
                                             Amount         Ratio         Amount         Ratio        Amount          Ratio
                                         --------------   ----------   -------------   ---------   -------------   ----------

     December 31, 2003:
        Total risk-based capital
           (to risk weighted assets)
        Consolidated Company             $ 54,266,000          14.16      30,669,000        8.00%     38,337,000        10.00%
        Bank                               54,231,000          14.15      30,669,000        8.00      38,337,000        10.00

        Tier 1 capital (to risk
           weighted assets)
        Consolidated Company               50,982,000          13.30      15,335,000        4.00      23,002,000         6.00
        Bank                               50,947,000          13.29      15,335,000        4.00      23,002,000         6.00

        Tier 1 capital (to average
           assets)
        Consolidated Company               50,982,000          12.07      16,899,000        4.00      21,124,000         5.00
        Bank                               50,947,000          12.06      16,899,000        4.00      21,124,000         5.00
</TABLE>

(16)     Stock Option Plan

         In 1997, the Company adopted an incentive employee stock option plan,
         known as the 1997 FNB Bancorp Plan. In 2002, the Company adopted an
         incentive employee option plan known as the 2002 FNB Bancorp Plan. The
         Plans allow the Company to grant options to employees of up to 332,378
         shares, which includes the effect of stock dividends of common stock.
         Options currently outstanding become exercisable in one to five years
         from the grant date, based on a vesting schedule of 20% per year and
         expire 10 years after the grant date. The options exercise price is the
         fair value of the options at the grant date.

         The fair value of each option granted is estimated on the date of grant
         using the fair value method with the following weighted average
         assumptions used for grants in 2004; dividend yield of 6.85% for the
         year; risk-free interest rate of 3.73; expected volatility of 10%;
         expected life of 5.0 years; and weighted average fair value of $0.76.

                                       71
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements
                           December 31, 2004 and 2003



         The assumptions used for grants in 2003; dividend yield of 7% for the
         year; risk-free interest rate of 4.2%; expected volatility of 12%;
         expected life of 9.7 years; and weighted average fair value of $2.15.
         The assumptions used for grants in 2002; dividend yield of 7.4% for the
         year; risk-free interest rate of 3.8%; expected volatility of 12%;
         expected life of 10 years; and weighted average fair value of $0.40.

         A summary of the status of the Company's fixed stock option plans as of
         December 31, 2004, 2003 and 2002 is presented below:

<TABLE>
<CAPTION>
                                                                           Weighted
                                                                           average
                                                                           exercise
                                                              Shares        price
                                                            ----------    ----------
<S>                                                            <C>        <C>
              2002 FNB Bancorp plan:
                 Outstanding at January 1, 2002                     --            --
                    Granted                                     35,442    $    23.75
                    Expired/forfeited                             (393)        23.75
                                                            ----------    ----------
                 Outstanding at December 31, 2002               35,049         23.75
                    Granted                                     44,052         23.68
                    Exercised                                     (231)        23.75
                    Expired/forfeited                           (1,469)        23.27
                                                            ----------    ----------
                 Outstanding at December 31, 2003               77,401         23.15
                    Granted                                     41,389         30.95
                    Exercised                                   (1,234)        23.39
                    Expired/forfeited                           (6,725)        24.46
                                                            ----------    ----------
                 Outstanding at December 31, 2004              110,831    $    25.98
                                                            ==========    ==========

                 Options exercisable at December 31, 2004       24,988    $    24.04

                 Options exercisable at December 31, 2003       10,038         23.54

                 Options exercisable at December 31, 2002        1,734         21.10
</TABLE>

         The following information applies to options outstanding at December
         31, 2004:

                Range of exercise prices                          $22.68 - 30.95
                Options outstanding                                   110,831
                Weighted average remaining contractual life (years)     8.5

                                       72
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003


         A summary of the status of the Company's fixed stock option plans as of
         December 31, 2004, 2003 and 2002 is presented below:

<TABLE>
<CAPTION>
                                                                           Weighted
                                                                           Average
                                                                           exercise
                                                              Shares        Price
                                                            ----------    ----------
<S>                                                             <C>       <C>
              1997 FNB Bancorp plan:
                 Outstanding at January 1, 2002                115,349         20.78
                    Exercised                                   (2,788)        20.37
                    Expired/forfeited                          (20,006)        21.02
                                                            ----------    ----------
                 Outstanding at December 31, 2002               92,555         20.78
                    Exercised                                   (2,429)        21.11
                    Expired/forfeited                           (4,249)        20.44
                                                            ----------    ----------
                 Outstanding at December 31, 2003               85,877         20.79
                    Exercised                                  (11,856)        20.59
                    Expired/forfeited                           (2,856)        20.34
                                                            ----------    ----------
                 Outstanding at December 31, 2004               71,165    $    20.84
                                                            ==========    ==========

                 Options exercisable at December 31, 2004       57,284    $    20.96

                 Options exercisable at December 31, 2003       57,187         21.02

                 Options exercisable at December 31, 2002       42,569         21.10
</TABLE>

         The following information applies to options outstanding at December
         31, 2004:

              Range of exercise prices                            $19.69 - 22.74
              Options outstanding                                     71,165
              Weighted average remaining contractual life (years)       5.1

                                       73
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                                December 31, 2004


(17)     Quarterly Data (Unaudited)

<TABLE>
<CAPTION>
                                           First        Second       Third        Fourth
                                         ----------   ----------   ----------   ----------
<S>                                      <C>           <C>          <C>          <C>
         2004:
            Interest income              $5,737,000    5,685,000    6,206,000    6,418,000
            Interest expense                563,000      576,000      639,000      755,000
                                         ----------   ----------   ----------   ----------
               Net interest income        5,174,000    5,109,000    5,567,000    5,663,000
            Provision for loan losses       120,000      120,000      120,000      120,000
                                         ----------   ----------   ----------   ----------
               Net interest income,
                  after provision
                    for loan losses       5,054,000    4,989,000    5,447,000    5,543,000

            Non-interest income             923,000      958,000      956,000      950,000
            Non-interest expense          4,745,000    4,743,000    4,624,000    4,443,000
                                         ----------   ----------   ----------   ----------
            Income before income taxes    1,232,000    1,204,000    1,779,000    2,050,000

            Provision for income taxes      329,000      241,000      437,000      570,000
                                         ----------   ----------   ----------   ----------
               Net earnings              $  903,000      963,000    1,342,000    1,480,000
                                         ==========   ==========   ==========   ==========

            Basic earnings per share     $     0.34         0.37         0.51         0.57
            Diluted earnings per share         0.34         0.36         0.51         0.56


                                           First        Second       Third        Fourth
                                         ----------   ----------   ----------   ----------
         2003:
            Interest income              $5,812,000    5,685,000    5,695,000    5,675,000
            Interest expense                750,000      712,000      627,000      569,000
                                         ----------   ----------   ----------   ----------
               Net interest income        5,062,000    4,973,000    5,068,000    5,106,000
            Provision for loan losses       620,000      120,000       40,000           --
                                         ----------   ----------   ----------   ----------
               Net interest income,
                  after provision
                    for loan losses       4,442,000    4,853,000    5,028,000    5,106,000

            Non-interest income             979,000      959,000    1,004,000    1,084,000
            Non-interest expense          4,596,000    4,639,000    4,368,000    4,315,000
            Income before income taxes      825,000    1,173,000    1,664,000    1,875,000

            Provision for income taxes      207,000      294,000      404,000      491,000
                   Net earnings          $  618,000      879,000    1,260,000    1,384,000

            Basic earnings per share     $     0.23         0.33         0.47         0.52
            Diluted earnings per share         0.23         0.33         0.47         0.51
</TABLE>

                                       74
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003


(18)     Prospective Accounting Changes

         On December 12, 2003, AICPA issued Statement of Position 03-3 which
addresses accounting for differences between contractual cash flows and cash
flows expected to be collected from an investor's initial investment in loans or
debt securities (loans) acquired in a transfer if those differences are
attributable, at least in part, to credit quality. It includes loans with
evidence of deterioration of credit quality since origination acquired by
completion of a transfer, including such loans acquired in purchase business
combinations. SOP 03-3 is effective for loans acquired in fiscal years beginning
after December 15, 2004. The Company is prospectively adopting SOP 03-03
effective for loans acquired beginning January 1, 2005.

         In December 2004, FASB issued SFAS No. 123 (revised 2004), Share-Based
Payment, which is a revision of SFAS No. 123 and supersedes APB No. 25. SFAS No.
123(R) requires the Company to measure the cost of employee services received in
exchange for an award of equity instruments using a fair-value method, and
record such expense in its financial statements, for interim or annual reporting
periods beginning after June 15, 2005. The revised Statement eliminates an
entity's ability to account for share-based compensation transactions using the
intrinsic value method of accounting in APB Opinion No. 25, Accounting for Stock
Issued to Employees, which was permitted under Statement 123, as originally
issued. In addition, the adoption of SFAS No. 123(R) will require additional
accounting related to the income tax effects and additional disclosure regarding
the cash flow effects resulting from share-based payment arrangements.

         This accounting change is not expected to have a material effect on the
consolidated financial statements.

                                       75
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003



(19)     Condensed Financial Information of Parent Company

         The parent company-only condensed balance sheets, condensed statements
of income, and condensed statements of cash flows information are presented as
of and for the year ended December 31, as follows:

<TABLE>
<CAPTION>
       FNB Bancorp
       Condensed balance sheets                                     2004            2003
                                                                ------------    ------------
<S>                                                             <C>                   <C>
         Assets:
            Cash and due from banks                             $    350,000          65,000
            Investments in subsidiary                             52,598,000      51,857,000
            Other assets                                                  --         403,000
                                                                ------------    ------------
                   Total assets                                 $ 52,948,000      52,325,000
                                                                ============    ============

         Liabilities:
            Other liabilities                                   $    319,000         338,000
         Stockholders' equity                                     52,629,000      51,987,000
                                                                ------------    ------------
                   Total liabilities and stockholders' equity   $ 52,948,000      52,325,000
                                                                ============    ============


         FNB Bancorp
         Condensed statements of income                             2004            2003
         ----------------------------------------------------   ------------    ------------

         Income:
            Dividend from subsidiary                            $  3,446,000       2,509,000
            Other income                                               1,000              --
                                                                ------------    ------------
                   Total income                                    3,447,000       2,509,000
                                                                ------------    ------------

         Expense:
            Other expense                                             10,000           4,000
                                                                ------------    ------------
                   Total expense                                      10,000           4,000
                                                                ------------    ------------

                   Income before income taxes and equity
                      in undistributed earnings of subsidiary      3,437,000       2,505,000
         Income tax expense (credit)                                 (36,000)         (1,000)
                                                                ------------    ------------
                   Income before equity in undistributed
                      earnings of subsidiary                       3,473,000       2,506,000
         Equity in undistributed earnings of subsidiary            1,215,000       1,635,000
                                                                ------------    ------------
                   Net earnings                                 $  4,688,000       4,141,000
                                                                ============    ============
</TABLE>

                                       76
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2004 and 2003

<TABLE>
<CAPTION>
       FNB Bancorp
       Condensed statements of cash flows                       2004            2003
                                                            ------------    ------------
<S>                                                         <C>                <C>
         Net earnings                                       $  4,688,000       4,141,000
         Change in other assets                                  403,000         (11,000)
         Change in other liabilities                             (19,000)       (263,000)
         Undistributed earnings of subsidiary                 (1,215,000)     (1,635,000)
         Stock-based compensation expense                          6,000           3,000
                                                            ------------    ------------
              Cash flows provided by operating activities      3,863,000       2,235,000
                                                            ------------    ------------

         Increase in investment to subsidiary                         --         309,000
                                                            ------------    ------------
              Cash flows used in investing activities                 --         309,000
                                                            ------------    ------------

         Proceeds from exercise of common stock                  272,000          57,000
         Dividends paid                                       (1,526,000)     (1,476,000)
         Repurchases of common stock                          (2,324,000)     (1,177,000)
                                                            ------------    ------------
              Cash flows provided by financing activities     (3,578,000)     (2,596,000)
                                                            ------------    ------------

              Net increase in cash                               285,000         (52,000)
         Cash, beginning of year                                  65,000         117,000
                                                            ------------    ------------
         Cash, end of year                                  $    350,000          65,000
                                                            ============    ============
</TABLE>

                                       77
<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
-----------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES
--------------------------------

         Disclosure Controls and Procedures. Disclosure controls and procedures
are designed with the objective of ensuring that information required to be
disclosed in reports filed by the Company under the Exchange Act, such as this
Annual Report, is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and Exchange
Commission. Disclosure controls and procedures are also designed with the
objective of ensuring that such information is accumulated and communicated to
management, including the Chief Executive Officer and the Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.

         Evaluation of Disclosure Controls and Procedures and Internal Control
over Financial Reporting. The Company's management, including the Chief
Executive Officer and the Chief Financial Officer, evaluated the Company's
disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Exchange Act) as of December 31, 2004. Based on this evaluation, the Chief
Executive Officer and the Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective. There was no change in the
Company's internal control over financial reporting that occurred during the
quarter ended December 31, 2004 that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.

ITEM 9B. OTHER INFORMATION
--------------------------

         Not applicable.


                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-----------------------------------------------------------

The information required by Item 10 of Form 10-K is incorporated by reference to
the information contained in the Company's Proxy Statement for the 2005 Annual
Meeting of Shareholders which will be filed pursuant to Regulation 14A.

ITEM 11. EXECUTIVE COMPENSATION
-------------------------------

The information required by Item 11 of Form 10-K is incorporated by reference to
the information contained in the Company's Proxy Statement for the 2005 Annual
Meeting of Shareholders which will be filed pursuant to Regulation 14A.

                                       78
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-----------------------------------------------------------------------

The information required by Item 12 of Form 10-K is incorporated by reference to
the information contained in the Company's Proxy Statement for the 2005 Annual
Meeting of Shareholders which will be filed pursuant to Regulation 14A.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

The information required by Item 13 of Form 10-K is incorporated by reference to
the information contained in the Company's Proxy Statement for the 2005 Annual
Meeting of Shareholders which will be filed pursuant to Regulation 14A.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
-----------------------------------------------

The information required by Item 14 of Form 10-K is incorporated by reference to
the information contained in the Company's Proxy Statement for the 2005 Annual
Meeting of Shareholders which will be filed pursuant to Regulation 14A.


                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 10-K
---------------------------------------------------------------------------

(a)(1)   Financial Statements. Listed and included in Part II, Item 8.
         ---------------------

(2)      Financial Statement Schedules. Not applicable.
         ------------------------------

(3)      Exhibits.
         ---------

       Exhibit
       Number                       Document Description
       -------------------------------------------------------------------------

            **2.1       (deleted)

              2.2       Acquisition Agreement dated November 5, 2004, signed
                        among First National Bank of Northern California,
                        Sequoia National Bank and Hemisphere National Bank
                        (incorporated by reference from Exhibit 2.2 to the
                        Company's Current Report on Form 8-K filed with the
                        Commission on November 9, 2004)

              2.3       Form of Director-Shareholder Agreement dated November 5,
                        2004, as signed between First National Bank of Northern
                        California and each of the directors of Sequoia National
                        Bank (incorporated by reference from Exhibit 2.4 to the
                        Company's Current Report on Form 8-K filed with the
                        Commission on November 9, 2004)

              2.4       First Addendum to Acquisition Agreement, dated December
                        13, 2004, signed among First National Bank of Northern
                        California, Sequoia National Bank, Hemisphere National
                        Bank and Privee Financial, Inc. (incorporated by
                        reference from Exhibit 2.5 to the Company's Current
                        Report on Form 8-K filed with the Commission on December
                        17, 2004

                                       79
<PAGE>

            **3.1       Articles of Incorporation of FNB Bancorp.

            **3.2       Bylaws of FNB Bancorp.

            **4.1       Specimen of the Registrant's common stock certificate.

           **10.1       Lease agreement dated April 24, 1995, as amended, for
                        Eureka Square Branch Office of First National Bank of
                        Northern California at Eureka Square Shopping Center,
                        Pacifica, California.

           **10.2       Lease agreement dated June 8, 1999, as amended, for
                        Linda Mar Branch Office of First National Bank of
                        Nortern California at Linda Mar Shopping Center,
                        Pacifica, California.

           **10.3       Lease agreement dated August 21, 1996, as amended, for
                        the Flower Mart facility of First National Bank of
                        Northern California at 640 Brannan Street, Suite 102,
                        San Francisco, California.

           **10.4       (deleted)

           **10.5       (deleted)

           **10.6       First National Bank of Northern California 1997 Stock
                        Option Plan.*

           **10.7       Form of Nonstatutory Stock Option Agreement under the
                        First National Bank of Northern California 1997 Stock
                        Option Plan.*

        **10.8(a)       Form of Incentive Stock Option Agreement under the First
                        National Bank of Northern California 1997 Stock Option
                        Plan.*

        **10.8(b)       Form of Incentive Stock Option Agreement (Standard
                        Provisions under the First National Bank of Northern
                        California 1997 Stock Option Plan.*

           **10.9       First National Bank Profit Sharing and 401(k) Plan dated
                        August 26, 1969.*

          **10.10       First National Bank Deferred Compensation Plan dated
                        November 1, 1997.*

          **10.11       Salary Continuation Agreement between First National
                        Bank of Northern California And Michael R. Wyman, dated
                        December 20, 1996.*

          **10.12       Salary Continuation Agreement between First National
                        Bank of Northern California And Paul B. Hogan dated
                        December 20, 1996.*

          **10.13       Salary Continuation Agreement between First National
                        Bank of Northern California And James B. Ramsey, dated
                        December 23, 1999.*

          **10.14       Form of Management Continuity Agreement signed on July
                        20, 2000, between First National Bank of Northern
                        California and Jim D. Black, Charles R. Key and Anthony
                        J. Clifford.*

          **10.15       (deleted)

                                       80
<PAGE>

          **10.16       Communications Site Lease Agreement as amended dated
                        March 30, 1999, between First National Bank of Northern
                        California, as Lessor and Nextel of California, Inc., as
                        Lessee, with respect to Redwood City Branch Office.

          **10.17       (deleted)

          **10.18       Separation Agreement between First National Bank of
                        Northern California and Paul B. Hogan, dated December 5,
                        2001.*

         ***10.19       First Amendment to Separation Agreement between First
                        National Bank of Northern California and Paul B. Hogan,
                        dated March 22, 2002.*

        ****10.20       FNB Bancorp Stock Option Plan (effective March 15,
                        2002).*

        ****10.21       FNB Bancorp Stock Option Plan, Form of Incentive Stock
                        Option Agreement.*

        ****10.22       FNB Bancorp Stock Option Plan, Form of Nonstatutory
                        Stock Option Agreement.*

       *****10.23       FNB Bancorp 2002 Stock Option Plan (adopted June 28,
                        2002).*

       *****10.24       FNB Bancorp 2002 Stock Option Plan, Form of Incentive
                        Stock Option Agreement.*

       *****10.25       FNB Bancorp 2002 Stock Option Plan, Form of Nonstatutory
                        Stock Option Agreement.*

      ******10.26       Lease agreement dated August 13, 2003, for San Mateo
                        Branch Office of First National Bank of Northern
                        California, located at 150 East Third Avenue, San Mateo,
                        CA 94401.

            10.27       Salary Continuation Agreement and Split-Dollar Agreement
                        for Jim D. Black (incorporated by reference from Exhibit
                        10.27 to the Company's Current Report on Form 8-K filed
                        with the Commission on September 10, 2004)*

            10.28       Salary Continuation Agreement and Split-Dollar Agreement
                        for Anthony J. Clifford (incorporated by reference from
                        Exhibit 10.28 to the Company's Current Report on Form
                        8-K filed with the Commission on September 10, 2004)*

            10.29       Amended and Restated Salary Continuation Agreement and
                        Split-Dollar Agreement for James B. Ramsey (incorporated
                        by reference from Exhibit 10.29 to the Company's Current
                        Report on Form 8-K filed with the Commission on
                        September 10, 2004)*

       ******14.0       Code of Ethics

             21.1       The Registrant has one subsidiary, First National Bank
                        of Northern California.

             23.1       Consent of KPMG LLP

             23.2       (deleted)

                                       81
<PAGE>

             31.1       Rule 13a-14(a)/15d-14(a) Certification
                        (principal executive officer)

             31.2       Rule 13a-14(a)/15d-14(a) Certification
                        (principal financial officer)

             32.0       Section 1350 Certifications

--------------------------------------------------------------------------------

              *         Denotes management contracts, compensatory plans or
                        arrangements.

              **        Incorporated by reference to registrant's Registration
                        Statement on Form S-4 (No. 333-74954) filed with the
                        Commission on December 12, 2001.

              ***       Incorporated by reference to registrant's Annual Report
                        on Form 10-K filed with the Commission on March 31,
                        2002.

              ****      Incorporated by reference to registrant's Statement on
                        Form S-8 (No. 333-91596) filed with the Commission on
                        July 1, 2002.

              *****     Incorporated by reference to registrant's Registration
                        Statement on Form S-8 (No. 333-98293) filed with the
                        Commission on August 16, 2002.

              ******    Incorporated by reference to registrant's Annual Report
                        on Form 10-K filed with the Commission on March 30, 2003





         An Annual Report for the fiscal year ended December 31, 2004, and
Notice of Annual Meeting and Proxy Statement for the Company's 2005 Annual
Meeting will be mailed to security holders subsequent to the date of filing this
report. Copies of said materials will be furnished to the Commission in
accordance with the Commission's Rules and Regulations.

                                       82
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                            FNB BANCORP



Dated: March 25, 2005                       By: /s/ THOMAS C. MCGRAW
                                                --------------------------------
                                                Thomas C. McGraw
                                                Chief Executive Officer
                                                (Principal Executive Officer)

         Pursuant to the requirements of the Securities and Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant in the capacities and on the dates indicated.

        Signature                        Title                       Date



/s/ MICHAEL R. WYMAN            Chairman of the Board           March 25, 2005
--------------------------      of Directors
Michael R. Wyman



/s/ THOMAS C. MCGRAW            Director, Chief Executive       March 25, 2005
--------------------------      Officer and Secretary
Thomas C. McGraw



/s/ JAMES B. RAMSEY            Senior Vice President and        March 25, 2005
--------------------------     Chief Financial Officer
James B. Ramsey                (Principal Financial Officer
                               and Principal Accounting
                               Officer)

                                       83
<PAGE>
        Signature                        Title                       Date



/s/ NEIL J. VANNUCCI           Director                         March 25, 2005
--------------------------
Neil J. Vannucci


/s/ EDWARD J. WATSON           Director                         March 25, 2005
--------------------------
Edward J. Watson


/s/ DANIEL J. MODENA           Director                         March 25, 2005
--------------------------
Daniel J. Modena


/s/ LISA ANGELOT               Director                         March 25, 2005
--------------------------
Lisa Angelot


/s/ JIM D. BLACK               Director and President           March 25, 2005
--------------------------
Jim D. Black


/s/ ANTHONY J. CLIFFORD        Director and Executive           March 25, 2005
--------------------------     Vice President and Chief
Anthony J. Clifford            Operating Officer


/s/ R. ALBERT ROENSCH          Director                         March 25, 2005
--------------------------
R. Albert Roensch

                                       84