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, 2003, 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 (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of the registrant's knowledge, in definitive
proxy or information statements 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: $58,126,136

Number of shares outstanding of each of the registrant's classes of common
stock, as of March 26, 2004

            No par value Common Stock - 2,514,060 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
2004 annual meeting of shareholders.

                               Page 1 of 105 pages

                 The Index to the Exhibits is located at Page 83

<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
owned and presently operates eleven full service banking offices within its

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<PAGE>

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 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 will be introduced
in 2004.

         Most of First National Bank's deposits are obtained from commercial
businesses, professionals and individuals. As of December 31, 2003, 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, 2003, 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, 2003, the Company had total assets of $429,448,000,
total net loans of $312,929,000, deposits of $374,214,000 and shareholders'
equity of $51,987,000. The Company competes with approximately 23 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 2.26% (based upon the most recent information
available by the Federal Deposit Insurance Corporation through June 30, 2003).
See "Competitive Data" below.

Employees
---------

         At December 31, 2003, The Company employed 163 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.


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 Form 8-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, or furnished to, the Securities and Exchange Commission. 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

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<PAGE>

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.

         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 the supervision of the Federal Deposit Insurance
Corporation, the Board of Governors, and the Office of the Comptroller of the
Currency. The 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 allowance.

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<PAGE>

         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
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, 2003, the Company was in compliance with the
risk-weighted capital and leverage ratios. See "Capital" under Item 7 below.

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<PAGE>

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
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

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<PAGE>

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
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 the 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. The 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") on
December 16, 1996, approved an updated Uniform Financial Institutions Rating
System ("UFIRS"). In addition to the five components traditionally included in
the so-called "CAMEL" rating system which has been used by bank examiners for a
number of years to classify and evaluate the soundness of financial institutions
(including capital adequacy, asset quality, management, earnings and liquidity),
UFIRS includes for all bank regulatory examinations conducted on or after
January 1, 1997, a new rating for a sixth category identified as sensitivity to
market risk. Ratings in this category are intended to reflect the degree to
which changes in interest rates, foreign exchange rates, commodity prices or
equity prices may adversely affect an institution's earnings and capital. The
revised rating system is identified as the "CAMELS" system.

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<PAGE>

         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.

         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. FNB Bancorp has declared and paid cash dividends for eight
consecutive quarters, commencing with the second quarter of 2002. Future
dividends will continue to be determined after consideration of FNB Bancorp'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 FNB Bancorp 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 FNB Bancorp 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

                                       9
<PAGE>

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.

         First National Bank of Northern California. FNB Bancorp, as First
National Bank's sole 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
----------------

         Larger banks may have a competitive advantage over First National Bank
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, 2003, First

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<PAGE>

National Bank's aggregate legal lending limits to a single borrower and such
borrower's related parties were $8,271,000 on an unsecured basis and $13,785,000
on a fully secured basis, based on regulatory capital of $55,141,000.

         First National Bank's business is concentrated in its service area,
which primarily encompasses San Mateo County. 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 2003 Deposit and Market Share Report prepared by
California Banksite Corporation, there were 147 commercial and savings banking
offices in San Mateo County with a total of $15,508,900,000 in deposits at June
30, 2003. First National Bank had a total of 11 offices with total deposits of
$354,430,000 at the same date, or 2.29% of the San Mateo County totals. At
December 31, 2002, there were 152 commercial and savings banking offices in San
Mateo County with total deposits of $15,008,680,000, while First National Bank
had $347,820,000, or 2.32% 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 2004 from that in 2003.

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 the 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
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

                                       11
<PAGE>

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 its 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.

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.

         On November 12, 1999, President Clinton signed into law the
Gramm-Leach-Bliley Act (the "Act"), which is potentially the most significant
banking legislation in many years. The Act eliminates 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 repeals 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

                                       12
<PAGE>

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 "financial holding company" 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 removes these restrictions and substantially
eliminates 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
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 is 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 FNB Bancorp nor First National Bank has determined whether or
when they 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.

                                       13
<PAGE>

                               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.

         Effective December 25, 2001, Section 313 (a) of the Patriot Act
prohibits any insured financial institution such as the 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.

         Effective July 23, 2002, 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 the 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.

                                       14
<PAGE>

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

         President George W. Bush signed the Sarbanes-Oxley Act of 2002 (the
"Act") on July 30, 2002, which responds to recent issues in corporate governance
and accountability. Among other matters, key provisions of the Act and rules
promulgated by the Securities and Exchange Commission pursuant to the Act
include the following:

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

    o    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.

    o    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.

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

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

    o    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. The 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:

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

    o    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    The Board of Directors of FNB Bancorp has adopted a Code of Ethics to
         address the foregoing standards, and a copy of such Code of Ethics is
         being filed as an exhibit to this report.

                                       15
<PAGE>

    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 becomes
         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;

    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 rule 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.

                                       16
<PAGE>

    o    A prohibition on personal loans to directors and officers.

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

    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 over a
         four year period reducing the filing deadline for Form 10-K reports
         from 90 days after the fiscal year end to 60 days and Form 10-Q reports
         from 45 days after the fiscal quarter end to 35 days.

    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.

                                       17
<PAGE>

         The effect of the Act upon the Company is uncertain; however, it is
likely that 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 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
-----------------------------------

         On September 28, 2002, California former Governor Gray Davis signed
into law the California Corporate Disclosure Act (the "CCD Act"), which 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

                                       18
<PAGE>

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
predicted whether or in what form any such rules or regulations will be enacted
or the effect that such regulations may have on FNB Bancorp 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 first of which has been exercised
and expires on December 31, 2004.

                                       19
<PAGE>

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

         First National Bank leased premises at 491 El Camino Real, Suite B, San
Mateo, California 94402, for its San Mateo Branch Office. The branch has
relocated to 150 East Third Avenue, San Mateo, California 94401, and the Bank
has entered into a new 5-year lease for this property with Song Development
Company, a California corporation, which will expire July 31, 2008. The new
location consists of approximately 4,000 square feet of ground floor usable
commercial space. Leasehold improvements to permit its use as a full service
bank have been made, including an after-hours depository and ATM service.

         First National Bank leased approximately 2,242 square feet of office
space in a building located at 520 South El Camino Real, San Mateo, California.
The Business Banking Division occupied Suite 430 at that address. The lease
expired June 15, 2003, and was not renewed. The staff was relocated to the
Redwood City Branch.

         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.

                                       20
<PAGE>

                                     PART II

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

         The Plan of Reorganization between FNB Bancorp and the Bank was
consummated on March 15, 2002. At the close of business on March 15, 2002, all
shares of the common stock of the Bank became owned by FNB Bancorp and ceased to
be quoted on the OTC Bulletin Board. Commencing at the opening of business on
March 18, 2002, and to the present, the common stock of FNB Bancorp has been
quoted on the OTC Bulletin Board under the trading symbol "FNBG.OB." On March
18, 2002, FNB Bancorp had approximately 465 shareholders of common stock of
record.

         There has been limited trading in the shares of common stock of FNB
Bancorp.

         The following table summarizes sales of the common stock of First
National Bank and 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. 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 First National Bank
                    --------------------------------------
                       Common Stock (1)           Cash
                    ---------------------      Dividends
     2002             High         Low        Declared (2)
---------------     --------     --------     ------------

First Quarter       $28.4762     $24.0476         $0.12

                           Bid Price of FNB Bancorp
                    --------------------------------------
                       Common Stock (1)           Cash
                    ---------------------      Dividends
     2002             High         Low        Declared (2)
---------------     --------     --------     ------------

Second Quarter      $29.5714     $26.1905         $0.12
Third Quarter        26.6667      26.1905          0.12
Fourth Quarter       26.1905      21.9048          0.12
                                                   0.12     Special
                                                            Dividend

                                       21
<PAGE>
                           Bid Price of FNB Bancorp
                    --------------------------------------
                       Common Stock (1)           Cash
                    ---------------------      Dividends
     2003             High         Low        Declared (2)
---------------     --------     --------     ------------

First Quarter       $23.9048     $23.3333         $0.12
Second Quarter       25.2381      23.4762          0.12
Third Quarter        28.0952      25.0000          0.12
Fourth Quarter       29.0476      27.6190          0.12
                                                   0.12     Special
                                                            Dividend

(1)  As estimated by First National Bank of Northern California, based upon
     trades of which First National Bank of Northern California was aware.

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

<TABLE>
<CAPTION>
                                             ISSUER PURCHASES OF EQUITY SECURITIES

------------------------------------------------------------------------------------------------------------------------------
Period                (a)               (b)            (c)                  (d)                      (e)
                      Total Number      Average        Identity of          Number of Shares         Maximum Number (or
                      Of Shares (or     Price Paid     Broker-dealer(s)     (or Units) Purchased     Approximate Dollar Value)
                      Units)            Per Shared     Used to Effect       As Part of Publicly      Of Shares (or Units) that
                      Purchased                        Purchases            Announced Plans or       May Yet Be Purchased
                                                                            Programs                 Under the Plans or
                                                                                                     Programs
------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>             <C>          <C>                        <C>                         <C>
Month #1
October 1                 3,218           $27.71       Wedbush,                   3,218                       88,729
Through                                                Morgan
October 31, 2003
------------------------------------------------------------------------------------------------------------------------------
Month #2
November 1                None             N/a         N/a                        None                        88,729
Through
November 30, 2003
------------------------------------------------------------------------------------------------------------------------------
Month #3
December 1                3,444           $28.95       The Seidler                3,444                       85,285
Through                                                Companies
December 31, 2003
------------------------------------------------------------------------------------------------------------------------------
Total                     6,662                                                   6,662
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       22
<PAGE>

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, 2003, a total of 42,660
shares, or approximately 1.69% of the shares outstanding on that date (adjusted
for the stock dividend paid by the registrant on December 15, 2003, to
shareholders of record on November 28, 2003) had been repurchased pursuant to
the program. The program (as extended) calls for the further purchase of an
additional 85,285 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 has reserved the right to suspend, terminate, modify or
cancel the program at any time for any reason. The transactions in the above
table have been adjusted for the 5% stock dividend mentioned above.

                                       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                                    2003            2002           2001             2000            1999
                                                         ----------      ----------      ----------      ----------      ----------
<S>                                                      <C>             <C>             <C>             <C>             <C>
STATEMENT OF INCOME DATA
Total interest income                                    $   22,867      $   26,159      $   30,844      $   30,862      $   27,586
Total interest expense                                        2,658           4,288           7,935           8,192           6,998
                                                         ----------      ----------      ----------      ----------      ----------
Net interest income                                          20,209          21,871          22,909          22,670          20,588
Provision for loan losses                                       780             150             300             425             750
                                                         ----------      ----------      ----------      ----------      ----------
Net interest income after provision for
  loan losses                                                19,429          21,721          22,609          22,245          19,838
Total non interest income                                     4,021           3,308           3,007           3,781           2,785
Total non interest expenses                                  17,913          18,705          17,911          15,977          14,519
                                                         ----------      ----------      ----------      ----------      ----------
Earnings before taxes                                         5,537           6,324           7,705          10,049           8,104
Income tax expense                                            1,396           1,510           2,468           2,921           2,887
                                                         ----------      ----------      ----------      ----------      ----------
Net earnings                                             $    4,141      $    4,814      $    5,237      $    7,128      $    5,217
                                                         ==========      ==========      ==========      ==========      ==========

PER SHARE DATA
Net earnings per share:
  Basic                                                  $     1.63      $     1.88      $     2.05      $     2.79      $     2.13
  Diluted                                                $     1.61      $     1.88      $     2.05      $     2.79      $     2.13
Cash dividends per share                                 $     0.60      $     0.60      $     1.00      $     1.23      $     1.00
Weighted average shares outstanding:
  Basic                                                   2,545,000       2,556,000       2,554,000       2,554,000       2,454,000
  Diluted                                                 2,572,000       2,565,000       2,560,000       2,560,000       2,454,000
Shares outstanding at period end                          2,518,559       2,437,043       2,318,849       2,208,658       2,103,694
Book value per share                                     $    20.64      $    21.01      $    20.06      $    19.52      $    17.83

BALANCE SHEET DATA
Investment securities                                        63,692          75,963          65,311          87,241          70,658
Net loans                                                   312,929         284,889         288,067         229,669         237,062
Allowance for loan losses                                     3,284           3,396           3,543           3,332           2,920
Total assets                                                429,448         401,834         397,388         379,102         348,054
Total deposits                                              374,214         347,406         344,079         330,457         305,361
Shareholders' equity                                         51,987          51,203          46,523          43,128          37,507

SELECTED PERFORMANCE DATA
Return on average assets                                       1.00%           1.17%           1.30%           1.97%           1.53%
Return on average equity                                       8.00%           9.87%          11.43%          17.42%          13.96%
Net interest margin                                            5.33%           5.83%           6.34%           6.97%           6.73%
Average loans as a percentage of
  average deposits                                            82.93%          80.79%          77.67%          75.42%          77.02%
Average total stockholder's equity as
  a percentage of average total assets                        12.49%          11.86%          11.41%          11.31%          10.96%
Dividend payout ratio                                         35.63%          29.35%          43.38%          37.50%          38.55%

SELECTED ASSET QUALITY RATIOS
Net loan charge-offs to average loans                          0.30%           0.10%           0.03%           0.01%           0.02%
Allowance for loan losses/Total Loans                          1.04%           1.18%           1.21%           1.43%           1.22%

CAPITAL RATIOS
Tier 1 risk-based                                             13.29%          13.92%          12.98%          14.54%          13.18%
Total risk-based                                              14.15%          14.87%          13.98%          15.67%          14.18%
Leverage                                                      12.06%          12.16%          11.41%          11.28%          11.00%
</TABLE>

                                       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, but not limited to matters described in
this section are forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially from those
projected.

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

         FASB Statement No. 146, Accounting for Costs Associated with Exit or
Disposal Activities. The provisions of this Statement are effective for exit and
disposal activities that are initiated after December 31, 2002. This Statement
requires that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred. The Company does not
currently have plans to exit or dispose of activities.

         FASB Interpretation No. 46, Consolidation of Variable Interest
Entities. This Interpretation addresses consolidation by business enterprises of
variable interest entities, which have one or both of the following

                                       25
<PAGE>

characteristics: 1) the equity investment at risk is not sufficient to permit
the entity to finance its activities without additional financial support from
other parties, or 2) the equity investors lack one or more of the following
essential characteristics of a controlling financial interest: a) the direct or
indirect ability to make decisions about the entity's activities through voting
or similar rights, b) the obligation to absorb the expected losses of the entity
if they occur, or c) the right to receive the expected residual returns of the
entity if they occur. The Interpretation requires existing variable interest
entities to be consolidated if those entities do not effectively disburse risks
among parties involved. The Company has determined that it has no ownership in
variable interest entities which would require consolidation.

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

         Net earnings in 2003 were $4,141,000, a 14.0% decrease from 2002
earnings of $4,814,000. Earnings for the year 2002 decreased $423,000 or 8.1%
from year 2001 earnings of $5,237,000. The principal source of earnings is
interest income on loans. The period from 2001 through 2003 saw a series of
decreases in the prime lending rate. At the beginning of 2001, the rate was
9.50%, and the year ended at 4.75%. In 2002, the rate started at 4.75%, and
ended at 4.25%. The year 2003 started at 4.25% and ended at 4.00%. The sharpest
decline was during 2001,when the rate ended at half of the starting rate. The
impact of the decreasing interest rates was that both interest income and net
interest income have been steadily decreasing for the past two years. Net
interest income in 2003 was $20,209,000, a decrease of $1,662,000 or 7.6% from
2002. In 2002, net interest income was $21,871,000, a decrease of $1,038,000 or
4.5% from 2001. Interest income itself was $22,867,000 in 2003, a decrease of
$3,292,000 or 12.6% from 2002. Interest income was $26,159,000 in 2002, a
decrease of$4,685,000 or 15.2% from 2001.

         Basic earnings per share were $1.63 in 2003; $1.88 in 2002 and $2.05 in
2001. Diluted earnings per share were $1.61 in 2003; $1.88 in 2002; and $2.05 in
2001.

         The provision for loan losses was $780,000 in 2003, $150,000 in 2002
and $300,000 in 2001. At the end of 2003, the allowance was 1.04% of gross loans
outstanding; at the end of 2002, it was 1.18% of gross loans outstanding; and at
the end of 2001, it was1.21%.The provision for loan losses was increased in 2003
principally as a result of a $739,000 loss in connection with loans secured by
two office buildings included in nonperforming assets.

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.

                                       26
<PAGE>

<TABLE>
<CAPTION>
TABLE 1                                                      Net Interest Income and Average Balances
                                   -------------------------------------------------------------------------------------------
                                                                        (In thousands)
                                                                     Year ended December 31,
                                               2003                           2002                           2001
                                   -----------------------------   ----------------------------   ----------------------------
                                              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                       $296,327   $ 19,990    6.75%    $288,633  $ 22,664    7.85%    $271,449  $ 26,024     9.59%
Taxable Securities                   40,221      1,446    3.60%      42,088     1,944    4.62%      45,650     2,630     5.76%
Nontaxable Securities                36,012      1,358    3.77%      29,526     1,311    4.44%      31,129     1,579     5.07%
Federal funds sold                    6,709         73    1.09%      15,041       240    1.60%      13,389       611     4.56%
                                   --------   --------             --------  --------             --------  --------
   Total interest earning assets   $379,269   $ 22,867    6.03%    $375,288  $ 26,159    6.97%    $361,617  $ 30,844     8.53%
                                   --------   --------             --------  --------             --------  --------

NONINTEREST EARNING ASSETS
Cash and due from banks            $ 18,069                        $ 18,303                       $ 22,654
Premises and equipment               10,916                          11,573                         11,728
Other assets                          6,155                           5,933                          5,413
                                   --------                        --------                       --------
  Total noninterest
    earning assets                 $ 35,140                        $ 35,809                       $ 39,795
                                   --------                        --------                       --------
TOTAL ASSETS                       $414,409                        $411,097                       $401,412
                                   ========                        ========                       ========

INTEREST BEARING LIABILITIES
Deposits:
Demand, interest bearing           $ 51,981   $   (105)  (0.20%)   $ 52,240  $   (229)  (0.44%)   $ 54,539  $   (653)   (1.20%)
Money Market                         66,189       (571)  (0.86%)     69,701    (1,096)  (1.57%)     55,670    (1,490)   (2.68%)
Savings                              56,281       (183)  (0.33%)     52,282      (295)  (0.56%)     46,312      (727)   (1.57%)
Time deposits                        90,280     (1,797)  (1.99%)     95,286    (2,653)  (2.78%)    105,224    (5,054)   (4.80%)
Fed funds purchased and other
  borrowings                            174         (2)  (1.15%)        257       (15)  (5.84%)        274       (11)   (4.01%)
                                   --------   --------             --------  --------             --------  --------
    Total interest bearing
      liabilities                  $264,905   $ (2,658)  (1.00%)   $269,766  $ (4,288)  (1.59%)   $262,019  $ (7,935)   (3.03%)
                                   --------   --------             --------  --------             --------  --------

NONINTEREST BEARING LIABILITIES:
Demand deposits                      92,609                          87,768                         87,726
Other liabilities                     5,148                           4,792                          5,859
                                   --------                        --------                       --------
Total noninterest bearing
  liabilities                      $ 97,757                        $ 92,560                       $ 93,585
                                   --------                        --------                       --------
    Total liabilities              $362,662                        $362,326                       $355,604
Stockholders' equity               $ 51,747                        $ 48,771                       $ 45,808
                                   --------                        --------                       --------
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY             $414,409                        $411,097                       $401,412
                                   ========                        ========                       ========

NET INTEREST INCOME AND
  MARGIN ON TOTAL EARNING
  ASSETS                                      $ 20,209    5.33%              $21,871     5.83%              $ 22,909     6.34%
                                              ========                       =======                        ========
</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,
                                              -----------------------------------------------------------------------------
                                                     2003 Compared To 2002                   2002 Compared to 2001
                                                      Increase (decrease)                     Increase (decrease)
                                              -----------------------------------       -----------------------------------
                                              Interest            Variance              Interest             Variance
                                              Income/          Attributable to          Income/           Attributable to
                                              Expense       ---------------------       Expense       ---------------------
                                              Variance       Rate          Volume       Variance        Rate         Volume
                                              -------       -------       -------       -------       -------       -------
<S>                                           <C>           <C>           <C>           <C>           <C>           <C>
INTEREST EARNING ASSETS:

Loans                                         $(2,674)      $(3,193)      $   519       $(3,360)      $(4,709)      $ 1,349

Taxable Securities                               (498)         (412)          (86)         (686)         (481)         (205)

Nontaxable Securities                              47          (241)          288          (268)         (187)          (81)

Federal Funds sold                               (167)          (76)          (91)         (371)         (397)           26
                                              -------       -------       -------       -------       -------       -------
     Total                                    $(3,292)      $(3,922)      $   630       $(4,685)      $(5,774)      $ 1,089
                                              -------       -------       -------       -------       -------       -------

INTEREST BEARING LIABILITIES:

Demand deposits                               $  (124)      $  (123)      $    (1)      $  (424)      $  (396)      $   (28)

Money market                                     (525)         (495)          (30)         (394)         (615)          221

Savings deposits                                 (112)         (125)           13          (432)         (466)           34

Time deposits                                    (856)         (717)         (139)       (2,401)       (1,924)         (477)

Federal funds purchased and other
  Borrowings                                      (13)          (12)           (1)            4             5            (1)
                                              -------       -------       -------       -------       -------       -------
     Total                                    $(1,630)      $(1,472)      $  (158)      $(3,647)      $(3,396)      $  (251)
                                              -------       -------       -------       -------       -------       -------
NET INTEREST INCOME                           $(1,662)      $(2,450)      $   788       $(1,038)      $(2,378)      $ 1,340
                                              =======       =======       =======       =======       =======       =======
</TABLE>

         In 2003, net interest income represented 83.39% of net revenue (net
interest income plus non-interest income), compared to 86.86% in 2002 and 88.40%
in 2001. This reduction displays the bank's increased emphasis on non-interest
income and the effects of decreasing interest rates. The net yield on average
earning assets was 5.33% in 2003 compared to 5.83% in 2002 and 6.34% in 2001.
The average rate earned on interest earning

                                       28
<PAGE>

assets was 6.03% in 2003, down from 6.97% in 2002, and from 8.53% in 2001. The
average cost for interest-bearing liabilities was 1.00% in 2003, compared to
1.59% in 2002 and 3.03% in 2001.

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 allowance. The level of the allowance 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 allowance for loan
losses, 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 $739,000 charged to the allowance for loan losses
for the two loans secured by two office buildings described under the heading
"Nonperforming Loans" (below), the Company maintains specific allowances for
these loans. These allowances are based on the value of the related collateral,
which was obtained from the sales price in the case of the San Francisco
property and a recent appraisal in the case of the Mountain View property, less
all estimated selling costs associated with the sale. Further, the company
provided for the unsecured portions of each of these loans.

         Real estate loans outstanding increased by $3,114,000 in 2003 but
declined about $6,176,000 in 2002 compared to 2001. The proportion of the
Allowance for Loan Losses attributable to real estate loans was $1,428,000 in
2003 compared to $2,008,000 in 2002 and $1,912,000 in 2001. As a percentage of
total loans, the amount allocated to these loans was 67.5% in 2003, 72.9% in
2002 and 74.1% in 2001. The decline in the amount allocated to Real estate loans
was the result of the $739,000 charged off on the loans secured by the two
office buildings mentioned earlier.

         The allowance for loan losses totaled $3,284,000, $3,396,000, and
$3,543,000 at December 31, 2003, 2002 and 2001, respectively. This represented
1.04%, 1.18% and 1.21% of outstanding loans on those respective dates. The
balances reflect an amount that, in management's judgment, is adequate to
provide for potential loan losses based on the considerations noted above.
During 2003, the provision for loan losses was $780,000, while write-offs
totaled $896,000, compared to a provision of $150,000 and total write-offs of
$305,000 in 2002, and a provision of $300,000 and total write-offs of $94,000 in
2001. The allowance is considered adequate after writing off the unsecured
portion of the two loans that are well secured by office buildings.

                                       29
<PAGE>

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

                         2003                       2002                    2001                 2000                 1999
                 ---------------------     ----------------------    -------------------   ------------------   ------------------
                              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      $1,428         67.5%      $2,008         72.9%      $1,912      74.1%     $  955      62.8%    $1,024      63.0%
Construction      1,087         15.3%         989         11.4%         504      11.6%      1,196      18.9%       566      18.3%
Commercial          158         16.4%         221         14.7%         387      13.4%        264      16.7%       415      17.1%
Consumer             22          0.8%          43          1.0%         226       0.9%        352       1.6%       526       1.6%
Unfunded
  Commitments       129           --          135           --          514        --         565        --        389        --
Unallocated         460           --           --           --           --        --          --        --         --        --
                 ------        -----       ------        -----       ------     -----      ------     -----     ------     -----
Total            $3,284        100.0%      $3,396        100.0%      $3,543     100.0%     $3,332     100.0%    $2,920     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, 2003. The amount added to
the provision and charged to operating expenses for each period is based on the
risk profile of the loan portfolio.

         Net loan charge-offs from 1999 through 2002 had been very low, and are
only nominal when compared to total loans. Because of the 2003 charge-offs, the
provision was increased significantly.

         Due to the continued downturn in the local economy, and increasing
vacancy rate in commercial buildings, it was considered prudent to have an
unallocated portion of $460,000 in addition to the specific allocated amounts.

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

                                                                                   For the year ended December 31,
                                                               -------------------------------------------------------------------
                                                                2003           2002           2001           2000           1999
                                                               -------        -------        -------        -------        -------
<S>                                                            <C>            <C>            <C>            <C>            <C>
Balance at Beginning of Year                                   $ 3,396        $ 3,543        $ 3,332        $ 2,920        $ 2,224
Provision for Loan Losses                                          780            150            300            425            750

Charge-offs:
Real Estate                                                       (739)           (59)            --             --             --
Commercial                                                        (110)          (216)           (22)            --            (51)
Consumer                                                           (47)           (30)           (72)           (23)           (19)
                                                               -------        -------        -------        -------        -------
   Total                                                          (896)          (305)           (94)           (23)           (70)
                                                               -------        -------        -------        -------        -------
</TABLE>

                                       30
<PAGE>

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

                                                                                   For the year ended December 31,
                                                               -------------------------------------------------------------------
                                                                2003           2002           2001           2000           1999
                                                               -------        -------        -------        -------        -------
<S>                                                            <C>            <C>            <C>            <C>            <C>
Recoveries:
Commercial                                                           2              2             --              1             10
Consumer                                                             2              6              5              9              6
                                                               -------        -------        -------        -------        -------
   Total                                                             4              8              5             10             16
Net Charge-offs                                                   (892)          (297)           (89)           (13)           (54)
                                                               -------        -------        -------        -------        -------
Balance at End of Year                                         $ 3,284        $ 3,396        $ 3,543        $ 3,332        $ 2,920
                                                               =======        =======        =======        =======        =======

Percentages
Allowance for Loan Losses/Total Loans                             1.04%          1.18%          1.21%          1.43%          1.22%
Net charge-offs/Real Estate Loans                                 1.52%          0.18%            --             --             --
Net charge-offs/Commercial Loans                                  0.21%          0.50%          0.06%            --           0.10%
Net charge-offs/Consumer Loans                                    1.76%          0.81%          2.58%          0.36%          0.33%
Net charge-offs/Total Loans                                       0.28%          0.10%          0.03%          0.01%          0.02%
Allowance for Loan Losses/Non-Performing Loans                   36.15%        157.15%        180.86%        273.56%        146.07%
</TABLE>

Non-performing Loans
--------------------

         Non-performing loans 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, 2003 had non-accrual loans performed as agreed,
approximately $757,000 in interest would have been accrued. Allowance for Loan
Losses as a percentage of Non-performing loans has decreased significantly in
2003 because if a non-performing loan is well secured by Real Estate or other
readily marketable collateral, no provision is made, as in the case of the loans
secured by the two office buildings. If there is a portion not considered well
secured, a provision is made accordingly. These loans increased the
non-performing loans balance by $8,955,000, but as they are so well secured, are
only minimally reserved for, and as such coverage of non-performing loans
overall appears to have decreased. Excluding these loans, Allowance to
Non-performing loans was 2,526.15%.

         Table 5 provides a summary of contractually past due loans for the most
recent five years. Nonperforming loans were 2.9% of total loans at the end of
2003. Nonperforming loans were 0.7% of total loans at the end of 2002, and 0.7%
of total loans at the end of 2001. Management believes the current list of past
due loans are collectible and does not anticipate any losses. There were no
foreclosed assets as of the periods indicated.

         Although the Allowance for possible loan losses appears as a smaller
percent of nonperforming loans in 2003, the loans are well secured Real Estate
supported by current appraisals. In the first quarter of 2004, one of the loans
was foreclosed and became Other Real Estate Owned for $5,827,000, and is
currently for sale.

                                       31
<PAGE>

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

                                                Year ended December 31,
                                      ------------------------------------------
                                       2003     2002     2001     2000     1999
                                      ------   ------   ------   ------   ------

<S>                                   <C>      <C>      <C>      <C>      <C>
Accruing loans 90 days or more        $   --   $   --   $   --   $   --   $   --
Nonaccrual loans                       9,085    2,161    1,959    1,218    1,999
                                      ------   ------   ------   ------   ------
Total                                 $9,085   $2,161   $1,959   $1,218   $1,999
                                      ======   ======   ======   ======   ======
</TABLE>

There were no commitments to lend additional funds to any customer whose loan
was classified nonperforming at December 31, 2003, 2002 and 2001.

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

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

TABLE 6                                                Noninterest Income
                                                --------------------------------
                                                     (Dollars in thousands)

                                                    Years Ended December 31,
                                                --------------------------------
                                                 2003         2002         2001
                                                ------       ------       ------

Service charges                                 $2,662       $1,989       $1,657
Credit card fees                                   946          921          913
Gain on sales of securities                        165          121           58
Other income                                       248          277          379
                                                ------       ------       ------
   Total noninterest income                     $4,021       $3,308       $3,007
                                                ======       ======       ======

         Service charges and credit card fees represented the major portion of
noninterest income. In October of 2002, service charges per transaction, in
general, were increased, including charges for insufficient funds. The first
full year to benefit from this increase was 2003.

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

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

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

                                                    Years Ended December 31,
                                               ---------------------------------
                                                2003         2002         2001
                                               -------      -------      -------

Salaries and employee benefits                 $10,576      $10,604      $10,532
Occupancy expense                                1,240        1,246        1,290
Equipment expense                                1,577        2,008        1,736
Advertising expense                                218          324          384
Data processing expense                            394          385          330


                                       32
<PAGE>

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

                                                    Years Ended December 31,
                                               ---------------------------------
                                                2003         2002         2001
                                               -------      -------      -------

Professional fees                                  914        1,126          731
Director expense                                   152          150          150
Surety insurance                                   493          400          303
Telephone, postage, supplies                       898        1,073        1,014
Bankcard expenses                                  818          787          735
Other                                              633          602          706
                                               -------      -------      -------
   Total noninterest expense                   $17,913      $18,705      $17,911
                                               =======      =======      =======

         During 2001, the Bank purchased computer hardware and software
equipment to convert its accounting system and related application systems. This
resulted in increased costs arising from overtime and additional staff working
on the conversion of software systems. Because of difficulties encountered upon
conversion and lack of functionality of the new software, the Bank evaluated
these assets for impairment. No impairment loss was recognized. However, the
Bank revised the estimated useful life of the software. Depreciation expense on
the software with an original purchase price of approximately $675,000 came to
$336,000 for the year ended December 31, 2001. The Bank converted back to its
previous accounting and related application systems by March 2002. An important
part of the increase in professional fees for 2001 and 2002 was related to
consultants hired to help with the data conversion process. Part of the
additional increase in professional fees in 2002 over 2001 had to do with
expenses related to the activation of FNB Bancorp. Most of the $792,000 decrease
in noninterest expense in 2003 compared to 2002 had to do with a drop of
$431,000 in equipment expense, a decrease of $212,000 in professional fees and a
decrease of $175,000 in telephone, postage and supplies as conversion-related
expenses ended, as did professional fees associated with the activation of FNB
Bancorp.

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

         Total assets were $429,448,000 at December 31, 2003, an increase of
6.9% over 2002. Total assets were $401,834,000 at December 31, 2002, an increase
of 1.1% over 2001. Assets averaged $414.4 in 2003, compared to $411.1 million in
2002 and $401.4 million in 2001. Average earning assets increased from $361.6
million in 2001 to $375.3 million in 2002 and $379.3 million in 2003. Average
earning assets represented 90.1% of total average assets in 2001, 91.3% in 2002
and 91.5% in 2003.. Interest-bearing liabilities averaged $262.0 million in
2001, $269.8 million in 2002, and $264.9 million in 2003.

Loans
-----

         The loan portfolio is the principal earning asset of the Bank. Loans
outstanding at December 31, 2003 increased by $27.9 million or 9.7% compared to
December 31, 2002, while loans outstanding at December 31, 2002 decreased by
$3.3 million or 1.1% compared to 2001.

         Real Estate loans increased by $3.1 million or 1.5% in 2003 compared to
2002, and decreased by $6.2 or 2.8% in 2002 compared to 2001. Construction loans
increased by $15.7 million or 47.5% in 2003 compared to 2002, but decreased by
$1.1 million or 3.1% in 2002 compared to 2001. Commercial loans increased by
$9.7 million or 22.8% in 2003 compared to 2002, and increased by $3.4 million or
8.6% in 2002 over 2001. Consumer loans represent a nominal portion of total

                                       33
<PAGE>

loans. They decreased by $0.4 million or 13.7% in 2003 compared to 2002, but had
increased by $0.4 million or 13.7% in 2002 compared to 2001.

         Table 8 presents a detailed analysis of loans outstanding at December
31, 1999 through December 31, 2003.

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

                                                  December 31,
                         -------------------------------------------------------------
                           2003         2002         2001         2000         1999
                         ---------    ---------    ---------    ---------    ---------
<S>                      <C>          <C>          <C>          <C>          <C>
Real Estate loans        $ 214,588    $ 211,473    $ 217,650    $ 147,121    $ 152,320
Construction loans          48,610       32,947       34,016       44,245       44,208
Commercial loans            52,248       42,549       39,195       39,010       41,295
Consumer loans               2,551        2,956        2,600        3,861        3,911
                         ---------    ---------    ---------    ---------    ---------
   Sub total               317,997      289,925      293,461      234,237      241,734
Net deferred loan fees      (1,784)      (1,640)      (1,851)      (1,236)      (1,752)
                         ---------    ---------    ---------    ---------    ---------
   Total                 $ 316,213    $ 288,285    $ 291,610    $ 233,001    $ 239,982
                         =========    =========    =========    =========    =========
</TABLE>

         The following table shows the Bank's loan maturities and sensitivities
to changes in interest rates as of December 31, 2003.

<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                   $ 193,585    $   4,622    $  16,381    $ 214,588
Construction loans                     43,852        1,047        3,711       48,610
Commercial loans                       47,135        1,125        3,988       52,248
Consumer loans                          2,301           56          194        2,551
                                    ---------    ---------    ---------    ---------
   Sub total                          286,873        6,850       24,274      317,997
Net deferred loan fees                 (1,609)         (39)        (136)      (1,784)
                                    ---------    ---------    ---------    ---------
   Total                            $ 285,264    $   6,811    $  24,138    $ 316,213
                                    =========    =========    =========    =========

With predetermined interest rates   $  27,854    $     665    $   2,357    $  30,876
With floating interest rates        $ 257,410    $   6,146    $  21,781    $ 285,337
                                    ---------    ---------    ---------    ---------
   Total                            $ 285,264    $   6,811    $  24,138    $ 316,213
                                    =========    =========    =========    =========
</TABLE>

                                       34
<PAGE>

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

         Investments at December 31, 2003 were $63,692,000, a decrease of
$12,271,000 or 16.2% over 2002. Investments at December 31, 2002 were
$75,963,000, an increase of $10,652,000 or 16.3% over 2001.

         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 liquidity is needed, Investment Portfolio maturities may be used,
as well as sales and calls, which accounts for 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, 2003.

<TABLE>
<CAPTION>
                                        After           After
                                        One             Five
                        Due             Year            Years           Due                     Average
                       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             $ 4,036  4.13%  $11,129  3.02%  $ 8,690  2.27%  $    --    --%  $23,855     3.41    2.94%
States & Political
  Subdivisions           1,185  4.36%   22,195  3.62%   10,189  4.28%      339  4.37%   33,908     4.22    3.85%
Corporate debt           4,031  5.57%       --    --%       --    --%       --    --%    4,031     0.19    5.57%
Other Securities            --    --        --    --%       --    --%    1,898  6.35%    1,898    12.69    6.35%
                       -------  ----   -------  ----   -------  ----   -------  ----   -------
     Total             $ 9,252  4.79%  $33,324  3.42%  $18,879  3.33%  $ 2,237  6.06%  $63,692     3.91    3.69%
</TABLE>

         The following table shows the securities portfolio mix at December 31,
2003, 2002 and 2001.

<TABLE>
<CAPTION>
                                                                    Years Ended December 31,
                                          -----------------------------------------------------------------------------
                                                   2003                        2002                        2001
                                          ----------------------      ----------------------      ---------------------
                                          Amortized       Fair        Amortized       Fair        Amortized       Fair
                                             Cost         Value          Cost         Value          Cost         Value
                                          ---------      -------      ---------      -------      ---------      ------
                                                                      (Dollars in thousands)

<S>                                        <C>           <C>           <C>           <C>           <C>           <C>
U.S. Treasury                              $    --       $    --       $    --       $    --       $ 1,000       $ 1,029
U.S. Government Agencies                    23,688        23,855        31,759        32,150        26,994        27,381
States & Political Subdivisions             32,340        33,908        29,595        31,392        29,119        29,461
Corporate Debt                               4,003         4,031        10,078        10,296         5,049         5,144
Other Securities                             1,897         1,898         2,125         2,125         2,296         2,296
                                           -------       -------       -------       -------       -------       -------
   Total                                   $61,928       $63,692       $73,557       $75,963       $64,458       $65,311
                                           -------       -------       -------       -------       -------       -------
</TABLE>

                                       35
<PAGE>

Deposits
--------

         The increase in earning assets in 2003 was funded by the increase in
the deposit base. During 2003, average deposits were $357,340,000, a nominal
increase of $63,000 over 2002. During 2002, average deposits were $357,277,000,
an increase of $7,806,000 or 2.2% over 2001. In 2003, average interest-bearing
deposits were $264,731,000, a decrease of $4,778,000 or 1.8% compared to 2002.
In 2002, average interest-bearing deposits were $269,509,000, an increase of
$7,764,000 or 3.0% compared to 2001.

         The series of declines in the prime rate during 2001 through 2003
without any increases in the same period resulted in decreased costs of all
types of interest-bearing deposits. 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 2003, 0.4% in
2002, and 1.2% in 2001. Money market deposit costs averaged 0.9% in 2003, 1.6%
in 2002, and 2.7% in 2001. Savings rates averaged 0.3% in 2003, 0.6% in 2002,
and 1.6% in 2001. Finally, average interest on time certificates of deposit of
$100,000 or more was 1.7% in 2003, 3.0% in 2002, and 4.8% in 2001. On
certificates under $100,000, average rates were 2.2% in 2003, 2.5% in 2002, and
4.8% in 2001.

         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,
                                   -------------------------------------------------------------------------------------------------
                                               2003                              2002                             2001
                                   -----------------------------    -------------------------------   ------------------------------
                                                        % of                               % of                             % of
                                   Average    Average   Total       Average     Average    Total      Average    Average    Total
                                   Balance    Rate      Deposits    Balance     Rate       Deposits   Balance    Rate       Deposits
                                   --------   -------   --------    --------    -------    --------   -------    -------    --------
                                                                         (Dollars in thousands)

<S>                                <C>          <C>     <C>         <C>           <C>       <C>       <C>          <C>       <C>
Deposits:
Interest-bearing demand            $ 51,981     0.2%    14.6%       $ 52,240      0.4%      14.6%     $ 54,539     1.2%      15.6%
Money market                         66,189     0.9%    18.5          69,701      1.6%      19.5        55,670     2.7%      15.9
Savings                              56,281     0.3%    15.7          52,282      0.6%      14.6        46,312     1.6%      13.3
Time deposits $100,000 or more       38,593     1.7%    10.8          54,388      3.0%      15.2        47,261     4.8%      13.5
Time deposits under $100,000         51,687     2.2%    14.5          40,898      2.5%      11.5        57,963     4.8%      16.6
                                   --------   -----    -----        --------    -----      -----      --------   -----      -----
Total interest bearing deposits    $264,731     1.0%    74.1        $269,509      1.6%      75.4       261,745     3.0%      74.9
Demand deposits                      92,609     0.0%    25.9          87,768      0.0%      24.6        87,726     0.0%      25.1
                                   --------   -----    -----        --------    -----      -----      --------   -----      -----
Total deposits                     $357,340     1.2%   100.0%       $357,277      1.2%     100.0%     $349,471     2.3%     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, 2003
                                                          (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>
          $41,995                        $18,800                    $13,446                  $6,119                $3,630
</TABLE>

                                       36
<PAGE>

Capital
-------

         At December 31, 2003 shareholders' equity was $51,987,000, an increase
of $784,000 or 1.5% over 2002. Shareholders' equity was $51,203,000 in 2002, an
increase of $4,680,000 or 10.1% over 2001. The increases were primarily
attributable to retention of net income after payment of cash dividends of
$1,476,000 in 2003, $1,413,000 in 2002, and $2,272,000 in 2001.

         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, 2003, 2002 and 2001.

                                                                   Minimum "Well
                                                                   Capitalized"
Risk-Based Capital Ratios         2003      2002      2001         Requirements
-------------------------        ------    ------    ------        -------------

Tier 1 Capital                   13.29%    13.92%    12.98%    >       6.00%
                                                               -

Total Capital                    14.15%    14.87%    13.98%    >      10.00%
                                                               -

Leverage Ratios                  12.06%    12.16%    11.41%    >       5.00%
                                                               -

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

                                       37
<PAGE>

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, 2003, the Company's primary
liquidity was 21.97%, compared to 23.93% in 2002. The ratio decreased primarily
from a $27,614,000 increase in Total Assets, which is the divisor in 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, 2003, the Company had contractual obligations and
other commercial commitments totaling approximately $58,049,000. The following
table sets forth the Company's contractual obligations and other commercial
commitments as of December 31, 2003. 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                      $1,161   $  273    $  428      $  385      $   75

Other Long-Term Obligations               --       --        --          --          --
                                      ------   ------    ------      ------      ------
Total Contractual Cash Obligations    $1,161   $  273    $  428      $  385      $   75
                                      ======   ======    ======      ======      ======
</TABLE>


<TABLE>
<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                  $25,510       $21,484      $1,364        $1,252       $1,410

Standby Letters of Credit          2,518         2,418          --           100           --

Guarantees                            --            --          --            --           --

Other Commercial Commitments      28,860        28,860          --            --           --
                                 -------       -------      ------        ------       ------
Total Commercial Commitments     $56,888       $52,762      $1,364        $1,352       $1,410
                                 =======       =======      ======        ======       ======
</TABLE>

                                       38
<PAGE>

         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, 2002 were adequate to meet its operating needs in 2003 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, which show the effect of the significant series of interest
rate adjustments throughout 2001, and the further adjustment in 2002 and 2003.

                                                   Return on Equity and Assets
                                                     (Key financial ratios are
                                                   computed on average balances)
                                                  ------------------------------
                                                      Year Ended December 31,
                                                  ------------------------------
                                                  2003        2002        2001
                                                  -----       -----       -----

Return on average assets                           1.00%       1.17%       1.30%

Return on average equity                           8.00%       9.87%      11.43%

Dividend payout ratio                             35.63%      29.35%      43.38%

Average equity to assets ratio                    12.49%      11.86%      11.41%

                                       39
<PAGE>

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

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

         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.
Volatile markets can impact the Company's need for liquidity and alternate
funding sources. 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, 2003. 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, 2003
                                                   ------------------------------------------------------------------
                                                                           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                                 $   7,880     $      --      $      --     $      --     $      --     $   7,880
Securities                                             6,487         2,765         33,324        19,218         1,898        63,692
Loans                                                263,613        13,280          6,654        23,581         9,085       316,213
                                                   ---------     ---------      ---------     ---------     ---------     ---------
  Total interest earning assets                      277,980        16,045         39,978        44,697        10,983       387,785
                                                   ---------     ---------      ---------     ---------     ---------     ---------
Cash and due from banks                                   --            --             --            --        22,764        22,764
Allowance for loan losses                                 --            --             --            --        (3,284)       (3,284)
Other assets                                              --            --             --            --        22,183        22,183
                                                   ---------     ---------      ---------     ---------     ---------     ---------
  Total assets                                     $ 277,980     $  16,045      $  39,978     $  42,799     $  52,646     $ 429,448
                                                   =========     =========      =========     =========     =========     =========

Interest bearing liabilities:
Demand, interest bearing                           $  62,974     $      --      $      --     $      --     $      --     $  62,974
Savings and money market                             122,705            --             --            --            --       122,705
Time deposits                                         38,934        39,948         13,086            --            --        91,968
                                                   ---------     ---------      ---------     ---------     ---------     ---------
  Total interest bearing liabilities                 224,613        39,948         13,086            --            --       277,647
                                                   ---------     ---------      ---------     ---------     ---------     ---------
Noninterest demand deposits                               --            --             --            --        96,567        96,567
Other liabilities                                         --            --             --            --         3,247         3,247
Stockholders' equity                                      --            --             --            --        51,987        51,987
                                                   ---------     ---------      ---------     ---------     ---------     ---------
  Total liabilities and
    Stockholders' equity                           $ 224,613     $  39,948      $  13,086     $      --     $ 151,801     $ 429,448
                                                   =========     =========      =========     =========     =========     =========
Interest rate sensitivity GAP                      $  53,367       (23,903)     $  26,892     $  42,799     ($ 99,155)    $      --
                                                   =========     =========      =========     =========     =========     =========
Cumulative interest rate
  sensitivity GAP                                  $  53,367     $  29,464      $  56,356     $  99,155     $      --     $      --
Cumulative interest rate
  sensitivity GAP ratio                                19.20%        10.02%         16.87%        26.31%           --            --
</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 an estimate of the Company's
net portfolio at December 31, 2003, using current discount rates, and an
estimate of net interest income for 2003 assuming that both interest rates and
the Company's interest-sensitive assets and liabilities remain at December 31,
2003 levels. The "rate shock" information in the table shows estimates of net

                                       42
<PAGE>

portfolio value at December 31, 2003 and net interest income for 2003 assuming
fluctuations or "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.

                                       43
<PAGE>

<TABLE>
<CAPTION>
                                               Market Risk in Securities
(Amount in thousands)                             Interest Rate Shock
                                                  At December 31, 2003
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)            $ 2,430     $ 2,955     $ 1,763    $  (152)   $(1,460)

Change from current               $   667     $ 1,192                $(1,611)   $(3,223)


                                             Market Risk on Net Interest Income
(Amounts in thousands)                             At December 31, 2003
                                  -------------------------------------------------------
                                      Rates Decline                     Rates Increase
                                  ---------------------              --------------------

Rate change                          (0.5%)        (1%)   Current         +1%        +2%

Change in net interest income     $19,456      $18,687    $20,209    $21,591    $22,973

Change from current               $  (753)     $(1,522)              $ 1,382    $2,764
</TABLE>

                                       44
<PAGE>

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

INDEX TO FINANCIAL STATEMENTS
                                                                            Page
                                                                            ----

Independent Auditors' Report................................................ 46

Consolidated Balance Sheets, December 31, 2003 and 2002..................... 48

Consolidated Statements of Earnings for the years ended December 31, 2003,
  2002 and 2001............................................................. 49

Consolidated Statements of Stockholders' Equity and Comprehensive Income
  for the years ended December 31, 2003, 2002 and 2001...................... 50

Consolidated Statements of Cash Flows for the years ended December 31, 2003,
  2002 and 2001............................................................. 51

Notes to Consolidated Financial Statements.................................. 52

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.

                                       45
<PAGE>




                          Independent Auditors' Report



Board of Directors
FNB Bancorp:


We have audited the accompanying consolidated balance sheets of FNB Bancorp and
subsidiary (the Company) as of December 31, 2003 and 2002 and the related
consolidated statements of earnings, stockholders' equity and comprehensive
income, and cash flows for the years in then ended. 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 auditing standards generally accepted
in the United States of America. 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 FNB Bancorp and
subsidiary as of December 31, 2003 and 2002 and the results of their operations
and their cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States of America.






/s/ KPMG LLP
San Francisco, California
February 28, 2004

                                       46

<PAGE>


               Report Of Independent Certified Public Accountants
               --------------------------------------------------


Board of Directors
FNB Bancorp and Subsidiary

We have audited the accompanying statements of earnings, stockholders' equity
and comprehensive income and cash flows for the year ended December 31, 2001 of
FNB Bancorp and Subsidiary (formerly First National Bank of Northern
California). These financial statements are the responsibility of the Bank's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows for the year
ended December 31, 2001 of FNB Bancorp and Subsidiary, in conformity with
accounting principles generally accepted in the United States of America.



/s/ Grant Thornton LLP
San Francisco, California
January 31, 2002

                                       47
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                           Consolidated Balance Sheets

                           December 31, 2003 and 2002

<TABLE>
<CAPTION>
                        Assets                                      2003           2002
                                                                ------------   ------------
<S>                                                             <C>              <C>
Cash and due from banks                                         $ 22,764,000     17,804,000
Federal funds sold                                                 7,880,000      2,395,000
                                                                ------------   ------------
               Cash and cash equivalents                          30,644,000     20,199,000
Securities available-for-sale                                     63,692,000     75,963,000
Loans, net                                                       312,929,000    284,889,000
Bank premises, equipment, and leasehold improvements              10,904,000     11,280,000
Accrued interest receivable and other assets                      11,279,000      9,503,000
                                                                ------------   ------------
                                                                $429,448,000    401,834,000
                                                                ============   ============
         Liabilities and Stockholders' Equity
Deposits:
    Demand, noninterest bearing                                 $ 96,567,000     88,495,000
    Demand, interest bearing                                      62,974,000     52,480,000
    Savings                                                      122,705,000    116,879,000
    Time                                                          91,968,000     89,552,000
                                                                ------------   ------------
               Total deposits                                    374,214,000    347,406,000
Accrued expenses and other liabilities                             3,247,000      3,225,000
                                                                ------------   ------------
               Total liabilities                                 377,461,000    350,631,000
                                                                ------------   ------------
Commitments and contingencies
Stockholders' equity:
    Common stock, no par value; authorized 10,000,000 shares;
       issued and outstanding 2,519,000 and 2,437,000 shares      28,903,000     26,492,000
       on December 31, 2003 and 2002, respectively
    Additional paid-in capital                                         3,000             --
    Retained earnings                                             22,041,000     22,907,000
    Accumulated other comprehensive income                         1,040,000      1,804,000
                                                                ------------   ------------
               Total stockholders' equity                         51,987,000     51,203,000
                                                                ------------   ------------
                                                                $429,448,000    401,834,000
                                                                ============   ============
</TABLE>
See accompanying notes to consolidated financial statements

                                     48
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                       Consolidated Statements of Earnings

                  Years ended December 31, 2003, 2002 and 2001

<TABLE>
<CAPTION>
                                                                  2003          2002          2001
                                                               -----------   -----------   -----------
<S>                                                            <C>            <C>           <C>
Interest income:
    Interest and fees on loans                                 $19,990,000    22,664,000    26,024,000
    Interest and dividends on securities                         1,446,000     1,794,000     2,760,000
    Interest on tax-exempt securities                            1,358,000     1,461,000     1,449,000
    Federal funds sold                                              73,000       240,000       611,000
                                                               -----------   -----------   -----------
               Total interest income                            22,867,000    26,159,000    30,844,000
                                                               -----------   -----------   -----------
Interest expense:
    Interest on deposits and other                               2,656,000     4,273,000     7,924,000
    Interest expense on other borrowings                             2,000        15,000        11,000
                                                               -----------   -----------   -----------
               Total interest expense                            2,658,000     4,288,000     7,935,000
                                                               -----------   -----------   -----------
               Net interest income                              20,209,000    21,871,000    22,909,000
Provision for loan losses                                          780,000       150,000       300,000
                                                               -----------   -----------   -----------
               Net interest income after provision
                   for loan losses                              19,429,000    21,721,000    22,609,000
                                                               -----------   -----------   -----------
Noninterest income:
    Service charges                                              2,662,000     1,989,000     1,657,000
    Credit card fees                                               946,000       921,000       913,000
    Gain (loss) on sale of bank premises, equipment, and
       leasehold improvements                                           --        14,000            --
    Gain on sales of securities                                    165,000       121,000        58,000
    Other                                                          248,000       263,000       379,000
                                                               -----------   -----------   -----------
               Total noninterest income                          4,021,000     3,308,000     3,007,000
                                                               -----------   -----------   -----------
Noninterest expense:
    Salaries and employee benefits                              10,576,000    10,604,000    10,532,000
    Occupancy expense                                            1,240,000     1,246,000     1,290,000
    Equipment expense                                            1,577,000     2,008,000     1,736,000
    Advertising expense                                            218,000       324,000       384,000
    Data processing expense                                        394,000       385,000       330,000
    Professional fees                                              914,000     1,126,000       731,000
    Director expense                                               152,000       150,000       150,000
    Surety insurance                                               493,000       400,000       303,000
    Telephone, postage, supplies                                   898,000     1,073,000     1,014,000
    Bankcard expenses                                              818,000       787,000       735,000
    Other                                                          633,000       602,000       706,000
                                                               -----------   -----------   -----------
               Total noninterest expense                        17,913,000    18,705,000    17,911,000
                                                               -----------   -----------   -----------
               Earnings before income tax expense                5,537,000     6,324,000     7,705,000
Income tax expense                                               1,396,000     1,510,000     2,468,000
                                                               -----------   -----------   -----------
               Net earnings                                    $ 4,141,000     4,814,000     5,237,000
                                                               ===========   ===========   ===========
Earnings per share data:
    Basic                                                      $      1.63          1.88          2.05
    Diluted                                                           1.61          1.88          2.05
Weighted average shares outstanding:
    Basic weighted average shares outstanding                    2,545,000     2,556,000     2,554,000
    Diluted weighted average shares outstanding                  2,572,000     2,565,000     2,560,000
</TABLE>

See accompanying notes to consolidated financial statements

                                     49
<PAGE>
                           FNB BANCORP AND SUBSIDIARY

    Consolidated Statements of Stockholders' Equity and Comprehensive Income

                  Years ended December 31, 2003, 2002 and 2001
<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, 2000            2,209,000   $  2,761,000     17,811,000     22,405,000        151,000                    43,128,000
Net earnings                          --             --             --      5,237,000             --      5,237,000      5,237,000
Other comprehensive
  income:
     Unrealized gain
        on securities, net
        of tax of $166,000            --             --             --             --        430,000        430,000        430,000
                                                                                                       ------------
     Comprehensive income                                                                              $  5,667,000
                                                                                                       ============
Cash dividends of $0.12
   per share quarterly                --             --             --     (1,060,000)            --                    (1,060,000)
Cash dividends of $0.52
   per share                          --             --             --     (1,206,000)            --                    (1,206,000)
Stock dividend of 5%             110,000        138,000      2,686,000     (2,824,000)            --                            --
Cash on fractional shares
   related to stock
   dividend                           --             --             --         (6,000)            --                        (6,000)
                            ------------   ------------   ------------   ------------   ------------                  ------------
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)
Cash dividends 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
FNB Bancorp, 1-for-1
   exchange of Bank stock                                                                                                       --
Net earnings                          --             --             --      4,141,000             --      4,141,000      4,141,000
Other comprehensive
  income:
     Unrealized gain
       on securities, net
       of tax 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)
Cash dividends 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                (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
                            ============   ============   ============   ============   ============                  ============
</TABLE>
See accompanying notes to consolidated financial statements.

                                     50
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                      Consolidated Statements of Cash Flows

                  Years ended December 31, 2003, 2002 and 2001

<TABLE>
<CAPTION>
                                                                   2003            2002            2001
                                                               ------------    ------------    ------------
<S>                                                            <C>                <C>             <C>
Cash flows from operating activities:
     Net earnings                                              $  4,141,000       4,814,000       5,237,000
     Adjustments to reconcile net earnings to net cash
        provided by operating activities:
           Depreciation and amortization                          1,971,000       1,735,000       1,557,000
           Gain (loss) on sale of securities                       (165,000)       (121,000)        (58,000)
     Stock-based compensation expense                                 3,000              --              --
     Gain on sale of bank premises, equipment,
        and leasehold improvements                                    5,000         (14,000)             --
           Provision for loan losses                                780,000         150,000         300,000
           Deferred taxes                                          (862,000)        183,000         432,000
           Changes in assets and liabilities:
              Accrued interest receivable and other assets       (1,776,000)        176,000      (1,144,000)
              Accrued expenses and other liabilities               (834,000)     (1,766,000)       (683,000)
                                                               ------------    ------------    ------------
                 Net cash provided by operating activities        4,931,000       5,157,000       5,641,000
                                                               ------------    ------------    ------------
Cash flows from investing activities:
     Proceeds from matured securities available-for-sale         30,099,000      29,682,000      22,140,000
     Purchases of securities available-for-sale                 (28,059,000)    (40,895,000)    (23,784,000)
     Proceeds from sale of securities available-for-sale          9,080,000       2,078,000      24,236,000
     Net decrease (increase) in loans                           (28,820,000)      3,028,000     (58,699,000)
     Proceeds from sales of bank premises, equipment, and
        leasehold improvements                                        7,000          14,000           8,000
     Purchases of bank premises, equipment, and leasehold
        improvements                                               (927,000)     (1,153,000)     (2,181,000)
                                                               ------------    ------------    ------------
                    Net cash used in investing activities       (18,620,000)     (7,246,000)    (38,280,000)
                                                               ------------    ------------    ------------
Cash flows from financing activities:
     Net increase in demand and savings deposits                 24,392,000      15,624,000      15,215,000
     Net increase (decrease) in time deposits                     2,416,000     (12,297,000)     (1,593,000)
     Net increase (decrease) in federal funds purchased                  --      (2,100,000)      2,100,000
     Cash dividends paid                                         (1,475,000)     (1,413,000)     (2,272,000)
     Repurchases of common stock                                 (1,177,000)             --              --
     Issuance of common stock                                        56,000          56,000              --
     Payments on capital note payable                               (78,000)        (75,000)        (71,000)
                                                               ------------    ------------    ------------
                 Net cash provided by (used in)
                    financing activities                         24,134,000        (205,000)     13,379,000
                                                               ------------    ------------    ------------
                 Net increase (decrease) in cash and cash
                    equivalents                                  10,445,000      (2,294,000)    (19,260,000)
Cash and cash equivalents at beginning of year                   20,199,000      22,493,000      41,753,000
                                                               ------------    ------------    ------------
Cash and cash equivalents at end of year                       $ 30,644,000      20,199,000      22,493,000
                                                               ============    ============    ============
Additional cash flow information:
     Interest paid                                             $  2,785,000       4,763,000       8,099,000
     Income taxes paid                                              872,000         530,000       2,932,000
     Noncash - stock dividend                                     3,532,000       3,040,000       2,824,000
</TABLE>

See accompanying notes to consolidated financial statements

                                     51
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


(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 1(f)). 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.

       (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 $400,000 and
              $539,000 at December 31, 2003 and 2002, 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.

                                       52                            (Continued)
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


              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, 2003 or 2002. Available-for-sale
              securities are recorded at fair value with unrealized holding
              gains and 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 does not
              hold any derivatives at December 31, 2003 and 2002.

       (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 or 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 estimated to be fully collectible as

                                       53                            (Continued)
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


              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.

       (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 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.

       (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.

                                       54                            (Continued)
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


       (i)    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.

       (j)    Stock Option Plan

              The Company had 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 has elected to adopt the
              fair value method of accounting for stock-based compensation.
              Historically, the Company applied the intrinsic value method
              permitted under SFAS 123, as defined in APB 25 and related
              interpretations, in accounting for its stock-based compensation
              plans. Accordingly, no compensation cost was recognized 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.

                                       55                            (Continued)
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


              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 2003, 2002, and 2001:

<TABLE>
<CAPTION>
                                                                        2003            2002           2001
                                                                    ------------   ------------   ------------
<S>                                                                 <C>               <C>            <C>
              Net earnings                        As reported       $  4,141,000      4,814,000      5,237,000
              Add stock-based employee
                   compensation expense
                   included in reported net
                   income, net of related
                   tax effects                                             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)        (7,000)
                                                                    ------------   ------------   ------------
              Net earnings                        Pro forma         $  4,134,000      4,804,000      5,230,000
                                                                    ============   ============   ============
              Basic earnings per share            As reported               1.63           1.88           2.05
                                                  Pro forma                 1.61           1.88           2.05

              Diluted earnings per share          As reported               1.61           1.88           2.05
                                                  Pro forma                 1.61           1.87           2.04
</TABLE>

       (k)    Earnings Per Share

              Earnings per common share (EPS) is computed based on the weighted
              average number of common shares outstanding during the period.
              Basic EPS excludes dilution and is computed by dividing net
              earnings by the weighted average of common shares outstanding.
              Diluted EPS reflects the potential dilution that could occur if
              securities or other contracts to issue common stock were exercised
              or converted into common stock. Retroactive recognition has been
              given for all periods presented for the issuance of stock
              dividends.

                                       56                            (Continued)
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


              Earnings per share have been computed based on the following:

<TABLE>
<CAPTION>
                                                              Year ended December 31,
                                                        ------------------------------------
                                                           2003         2002         2001
                                                        ----------   ----------   ----------
<S>                                                     <C>           <C>          <C>
              Net earnings                              $4,141,000    4,814,000    5,237,000
              Weighted average number of shares
                   outstanding                           2,545,000    2,556,000    2,554,000
              Effect of dilutive options                    27,000        9,000        6,000
                                                        ----------   ----------   ----------
                               Weighted average
                                  number of shares
                                  outstanding used to
                                  calculate diluted
                                  earnings per share    $2,572,000    2,565,000    2,560,000
                                                        ==========   ==========   ==========
</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 13, 2008,
              were still outstanding at December 31, 2003. All outstanding
              options were included in the 2003 and 2001 computations.

       (l)    Fair Values of Financial Instruments

              The notes to financial statements include various estimated fair
              value information as of December 31, 2003 and 2002. 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
              considerations, which vary widely among different financial
              institutions and which are subject to change.

                                       57                            (Continued)
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


       (m)    Income Tax Credits

              At December 31, 2003, the Bank had a $1,898,000 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 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 $2,975,000 and $2,864,000 at December 31,
              2003 and 2002, 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, 2003 and 2002, the Bank maintained deposits in excess
       of the FRB reserve requirement.

                                       58                            (Continued)
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


(3)    Securities Available-for-Sale

       The amortized cost and carrying value 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, 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
                                            ===========   ===========    ===========    ===========
       December 31, 2002:
            Obligations of U.S.
               Government agencies          $31,759,000       391,000             --     32,150,000
            Obligations of states
               and political subdivisions    29,595,000     1,799,000         (2,000)    31,392,000
            Corporate debt                   10,078,000       223,000         (5,000)    10,296,000
            Other securities                  2,125,000            --             --      2,125,000
                                            -----------   -----------    -----------    -----------
                                            $73,557,000     2,413,000         (7,000)    75,963,000
                                            ===========   ===========    ===========    ===========
</TABLE>

       The amortized cost and carrying value of debt securities at December 31,
       2003, 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.

                                                      Amortized      Carrying
                                                        cost          value
                                                     -----------   -----------
       Available-for-sale:
            Due in one year or less                  $ 9,181,000     9,252,000
            Due after one year through five years     32,338,000    33,324,000
            Due after five years through ten years    18,188,000    18,879,000
            Due after ten years                        2,222,000     2,237,000
                                                     -----------   -----------
                                                     $61,929,000    63,692,000
                                                     ===========   ===========

       For the years ended December 31, 2003, 2002, and 2001, gross realized
       gains amounted to $238,000, $121,000 and $284,000, respectively. For the
       years ended December 31, 2003, 2002, and 2001, gross realized losses
       amounted to $73,000, $0, and $226,000, respectively.

       At December 31, 2003 and 2002, securities with an amortized cost and fair
       value of $35,340,000 and $36,966,000 and $30,576,000 and $32,274,000,
       respectively, were pledged as collateral for public deposits and for
       other purposes as required by law.

                                       59                            (Continued)
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


       As of December 31, 2003 and 2002, the Bank had investments in Federal
       Reserve Bank stock classified as other assets in the accompanying balance
       sheets of $702,000. These investments in Federal Reserve Bank stock are
       carried at cost, and evaluated periodically for impairment.

(4)    Loans, Net

       Loans are summarized as follows at December 31:

                                                 2003              2002
                                             -------------     -------------

       Real estate                           $ 214,588,000       211,473,000
       Construction                             48,610,000        32,947,000
       Commercial                               52,248,000        42,549,000
       Consumer & other                          2,551,000         2,956,000
                                             -------------     -------------
                                               317,997,000       289,925,000
       Allowance for loan losses                (3,284,000)       (3,396,000)
       Net deferred loan fees                   (1,784,000)       (1,640,000)
                                             -------------     -------------
                                             $ 312,929,000       284,889,000
                                             =============     =============

       The Bank had total impaired loans of $9,085,000 and $2,161,000 at
       December 31, 2003 and 2002, respectively. The allowance for loan losses
       related to the impaired loans was $1,314,000 and $2,114,000 as of
       December 31, 2003 and 2002 respectively. The amount of the recorded
       investment in impaired loans for which there is no related allowance is
       $7,771,000 and $47,000 as of December 31, 2003 and 2002. During 2003 and
       2002, nonaccrual loans represented all impaired loans. The average
       recorded investment in impaired loans during 2003, 2002, and 2001 was
       $8,552,000, $2,063,000, and $1,963,000, respectively. Interest income on
       impaired loans of $0, $379,000, and $32,000, was recognized for cash
       payments received in 2003, 2002, and 2001, respectively. The newly
       impaired loans are well secured by Real Estate and do not warrant a
       direct increase in the allowance.

(5)    Allowance for Loan Losses

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

<TABLE>
<CAPTION>
                                                    2003           2002           2001
                                                -----------    -----------    -----------
<S>                                             <C>              <C>            <C>
       Balance, beginning of year               $ 3,396,000      3,543,000      3,332,000
       Loans charged off                           (896,000)      (305,000)       (94,000)
       Recoveries                                     4,000          8,000          5,000
                                                -----------    -----------    -----------
                        Net loans charged off      (892,000)      (297,000)       (89,000)
       Provision for loan losses                    780,000        150,000        300,000
                                                -----------    -----------    -----------
       Balance, end of year                     $ 3,284,000      3,396,000      3,543,000
                                                ===========    ===========    ===========
</TABLE>
                                       60                            (Continued)
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


(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 2003:

               Balance, beginning of year                 $ 1,735,000
               Additions                                    5,980,000
               Repayments                                    (513,000)
                                                          -----------
               Balance, end of year                       $ 7,202,000
                                                          ===========

(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:

                                                       2003            2002
                                                   ------------    ------------
       Buildings                                   $  6,839,000       6,830,000
       Equipment                                      7,526,000       6,809,000
       Leasehold improvements                           510,000         505,000
                                                   ------------    ------------
                                                     14,875,000      14,144,000

       Accumulated depreciation and amortization     (7,971,000)     (6,853,000)
                                                   ------------    ------------
                                                      6,904,000       7,291,000

       Land                                           4,000,000       3,989,000
                                                   ------------    ------------
                                                   $ 10,904,000      11,280,000
                                                   ============    ============

       Depreciation expense for the years ended December 31, 2003, 2002, and
       2001 was $1,290,000, $1,354,000, and $1,227,000, respectively.

                                       61                            (Continued)
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


(8)    Deposits

       The aggregate amount of jumbo time certificates, each with a minimum
       denomination of $100,000 or more, was $41,995,000 and $37,676,000 at
       December 31, 2003 and 2002, respectively.

       At December 31, 2003, the scheduled maturities of time certificates of
       $100,000 and over are as follows:

                       Year ending December 31:
                         2004                           $38,364,000
                         2005                             1,864,000
                         2006                             1,767,000
                                                        -----------
                                                        $41,995,000
                                                        ===========


(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 operating leases provide that the Bank pay taxes,
       maintenance, insurance, and other occupancy expense 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, 2003 are as follows:

                       Year ending December 31:
                         2004                           $   273,000
                         2005                               213,000
                         2006                               215,000
                         2007                               214,000
                         2008                               171,000
                         Thereafter                          75,000
                                                        -----------
                                                        $ 1,161,000
                                                        ===========

       Total rent expense for operating leases was $361,000, $373,000, and
       $414,000, in 2003, 2002, and 2001, 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 of 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, 2003, 2002, and 2001 was
       $475,000, $480,000, and $524,000, respectively.

                                       62                            (Continued)
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


(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 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, 2003, 2002, and 2001 was $137,000, $131,000,
       and $216,000, respectively. Accrued compensation payable under the salary
       continuation plan totaled $1,271,000 and $1,194,000 at December 31, 2003
       and 2002, 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, 2003 and 2002, the related
       liability included in accrued expenses and other liabilities was
       $1,143,000 and $1,093,000, respectively.

(12)   Income Taxes

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

                                  2003            2002            2001
                               ----------      ----------      ----------
       Current:
         Federal               $1,473,000       1,210,000       1,640,000
         State                    785,000         117,000         396,000
       Deferred:
         Federal                 (615,000)        175,000         352,000
         state                   (247,000)          8,000          80,000
                               ----------      ----------      ----------
                               $1,396,000       1,510,000       2,468,000
                               ==========      ==========      ==========

       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>
                                                        2003           2002           2001
                                                     ----------     ----------     ----------
<S>                                                        <C>            <C>            <C>
       Statutory rates                                     34.0%          34.0%          34.0%
       Increase (decrease) resulting from:
         Tax-exempt income                                 (8.7)%        (11.5)%         (6.1)%
         State income taxes, net of federal
            benefit                                         6.4%           1.3%           4.4%
         Allowable credits against taxes on income         (5.8)%          0.0%           0.0%
         Other, net                                        (0.7)%         (0.1)%         (0.3)%
                                                     ----------     ----------     ----------
                     Effective rate                        25.2%          23.7%          32.0%
                                                     ==========     ==========     ==========
</TABLE>

                                       63                            (Continued)
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


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

<TABLE>
<CAPTION>
                                                                           December 31,
                                                                    --------------------------
                                                                       2003           2002
                                                                    -----------    -----------
<S>                                                                 <C>              <C>
       Deferred tax assets:
         Allowance for loan losses                                  $ 1,299,000      1,373,000
         Capitalized interest on buildings                               33,000         36,000
         Various accruals not currently deductible                    1,883,000      1,256,000
         Depreciation                                                    74,000             --
                                                                    -----------    -----------
                     Total deferred tax assets                        3,289,000      2,665,000
                                                                    -----------    -----------
       Deferred tax liabilities:
         State income taxes                                             293,000        400,000
         Unrealized appreciation of available-for-sale securities       726,000        602,000
         Depreciation                                                        --        306,000
         Other deferred tax liabilities                                  32,000             --
                                                                    -----------    -----------
                    Total deferred tax liabilities                    1,051,000      1,308,000
                                                                    -----------    -----------
                    Net deferred tax asset before valuation
                       allowance                                      2,238,000      1,357,000
                    Valuation allowance                                (143,000)            --
                                                                    -----------    -----------
                    Net deferred tax asset                          $ 2,095,000      1,357,000
                                                                    ===========    ===========
</TABLE>

         As of December 31, 2003, the Bank had state tax credit carryforwards
         for income tax purposes of $143,000. If not utilized, the credits will
         expire in 2003. Management believes that valuation allowance of
         $143,000 and $0 for deferred tax assets as of December 31, 2003 and
         2002 are adequate to reduce the deferred tax assets to an amount that
         will more likely than not be realized. The increase in the valuation
         allowance was $143,000 and $0 for the years ended December 31, 2003 and
         2002, 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.

                                       64                            (Continued)
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


       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>
                                                                   2003          2002
                                                                -----------   -----------
<S>                                                             <C>            <C>
       Financial instruments whose contract amounts represent
          credit risk:
            Undisbursed loan commitments                        $28,860,000    27,947,000
            Lines of credit                                      22,072,000    28,348,000
            MasterCard lines                                      3,438,000     2,618,000
            Standby letters of credit                             2,518,000     2,557,000
                                                                -----------   -----------
                                                                $56,888,000    61,470,000
                                                                ===========   ===========
</TABLE>

       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, 2003, there were $2,251,000
       issued in financial standby letters of credit and the Bank carried no
       liability. The performance standby letters of credit are typically issued
       to municipalities as specific performance bonds. As of December 31, 2003
       there were $267,000 issued in performance standby letters of credit and
       the Banks carried no liability. The terms of the guarantees will expire
       primarily in 2004. The Banks have experienced no draws on these letters
       of credit, and do not expect to in the future; however, should a
       triggering event occur, the Banks either have collateral in excess of the
       letter of credit or imbedded agreements of recourse from the customer.

                                       65                            (Continued)
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


       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.

       (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 Instruments

              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).
              The carrying amounts for variable-rate, fixed-term money market
              accounts and certificates of deposit approximate their fair values
              at the reporting date. 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 to 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.

                                       66                            (Continued)
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


       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 following table provides summary information on the estimated fair
       value of financial instruments at December 31, 2002:

<TABLE>
<CAPTION>
                                                                       Carrying         Fair
                                                                        amount          value
                                                                     ------------   ------------
<S>                                                                  <C>              <C>
       Financial assets:
         Cash and cash equivalents                                   $ 20,199,000     20,199,000
         Securities available for sale                                 75,963,000     75,963,000
         Loans, net                                                   284,889,000    288,346,000
         Bank owned life insurance                                      2,864,000      2,864,000
       Financial liabilities:
         Deposits                                                     347,406,000    348,315,000
       Off-balance-sheet liabilities:
         Undisbursed loan commitments, lines of credit, Mastercard
            line, and standby letters of credit                                --        750,000
</TABLE>

                                       67                            (Continued)
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


       The carrying amounts include $9,085,000 and $2,161,000 of nonaccrual
       loans (loans that are not accruing interest) at December 31, 2003 and
       2002, 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 assets. As such, these assets are recorded
       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 assets:

                                                        2003           2002
                                                    ------------   ------------
       Aggregate carrying amount                    $  9,085,000      2,161,000
       Effective rate                                       8.60%          6.67%
       Average term to maturity                          1 month      18 months

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

                                       68                            (Continued)
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


       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 I capital (as
       defined in the regulations) to risk-weighted assets (as defined), and of
       Tier I capital (as defined) to average assets (as defined). Management
       believes, as of December 31, 2002, that the Company and the Bank have met
       all capital adequacy requirements to which they are subject.

       As of December 31, 2003, the most recent notification from the regulatory
       agencies categorized the Company and each of the Banks as well
       capitalized under the regulatory framework for prompt corrective action.
       To be categorized as well capitalized the Company and the Banks must
       maintain minimum total risk-based, Tier I risk-based, and Tier I 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
       any of the Banks' categories.

       The Company's actual capital amounts and ratios 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, 2003:
           Total risk-based capital
             (to risk weighted assets)   $54,231,000         14.15%    30,669,000   >      8.00%    38,337,000   >     10.00%
                                                                                    -                            -
           Tier I capital (to risk
             weighted assets)             50,947,000         13.29     15,335,000          4.00     23,002,000          6.00
           Tier I capital (to average
             assets)                      50,947,000         12.06     16,899,000          4.00     21,124,000          5.00


                                                                                                 To be well capitalized under
                                                                             For capital           prompt corrective action
                                                  Actual                  adequacy purposes               provisions
                                         -------------------------    -------------------------    -------------------------
                                           Amount         Ratio         Amount         Ratio         Amount         Ratio
                                         -----------   -----------    -----------   -----------    -----------   -----------
       December 31, 2002:
           Total risk-based capital
             (to risk weighted Assets)   $52,787,000         14.87%   $28,391,000   >       8.0%    35,489,000   >      10.0%
                                                                                    -                            -
           Tier I capital (to risk
             weighted assets)             49,391,000         13.92     14,195,000           4.0     21,293,000           6.0
           Tier I capital (to average
             assets)                      49,391,000         12.16     16,247,000           4.0     20,309,000           5.0
</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 314,594
       shares, which includes 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.

                                       69                            (Continued)
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


       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 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. The
       assumptions used for grants in 2001; dividend yield of 9% for the year;
       risk-free interest rate of 5.4%; expected volatility of 6.8%; expected
       life of 10 years; and weighted average fair value of $0.49.

                                                                   Weighted
                                                                   average
                                                                   exercise
                                                      Shares         price
                                                    ----------    ----------
       2002 FNB Bancorp plan:
         Outstanding at January 1, 2002                     --    $    24.94
            Granted                                     33,754            --
            Expired/forfeited                             (374)        24.94
                                                    ----------    ----------
         Outstanding at December 31, 2002               33,380         24.94
            Granted                                     41,954         23.81
            Exercised                                     (220)        24.94
            Expired/forfeited                           (1,509)        24.43
                                                    ----------    ----------
         Outstanding at December 31, 2003               73,605    $    24.31
                                                    ==========    ==========
         Options exercisable at December 31, 2003        9,560    $    24.72
         Options exercisable at December 31, 2002        1,651         22.15


       The following information applies to options outstanding at December 31,
       2003:

       Range of exercise prices                                $  20.67-23.88
       Options outstanding                                          82,841
       Weighted average remaining contractual life (years)           6.2

                                       70                            (Continued)
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


       A summary of the status of the Company's fixed stock option plans as of
       December 31, 2003, 2002, 2001 is presented below:

                                                                   Weighted
                                                                   average
                                                                   exercise
                                                      Shares         price
                                                    ----------    ----------
       1997 FNB Bancorp Plan:
         Outstanding at January 1, 2001                 77,407    $    21.85
            Granted                                     36,136         21.64
            Expired/forfeited                           (3,687)        22.38
                                                    ----------    ----------
         Outstanding at December 31, 2001              109,856         21.82
            Exercised                                   (2,655)        21.39
            Expired/forfeited                          (19,053)        22.07
                                                    ----------    ----------
         Outstanding at December 31, 2002               88,148         21.82
            Exercised                                   (2,313)        22.17
            Expired/forfeited                           (2,994)        21.46
                                                    ----------    ----------
         Outstanding at December 31, 2003               82,841    $    21.82
                                                    ==========    ==========
         Options exercisable at December 31, 2003       54,464         22.07

         Options exercisable at December 31, 2002       42,569         22.15

         Options exercisable at December 31, 2001       30,659         22.42


       The following information applies to options outstanding at December 31,
       2002:

       Range of exercise prices                                $ 20.67 - 23.88
       Options outstanding                                          82,841
       Weighted average remaining contractual life (years)           6.2

                                       71                            (Continued)
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


(17)   Quarterly Data (Unaudited)
<TABLE>
<CAPTION>
                                                                     Quarterly
                                                 -------------------------------------------------
                                                   First        Second       Third        Fourth
                                                 ----------   ----------   ----------   ----------
<S>                                              <C>           <C>          <C>          <C>
       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                 $     0.24         0.34         0.49         0.55
        Diluted earnings per share                     0.24         0.34         0.49         0.54
</TABLE>

                                       72                            (Continued)
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002
<TABLE>
<CAPTION>
                                                                     Quarterly
                                                 -------------------------------------------------
                                                   First        Second       Third        Fourth
                                                 ----------   ----------   ----------   ----------
<S>                                              <C>           <C>          <C>          <C>
       2002:
        Interest income                          $6,528,000    6,555,000    6,516,000    6,560,000
        Interest expense                          1,167,000    1,143,000    1,090,000      888,000
                                                 ----------   ----------   ----------   ----------
                    Net interest income           5,361,000    5,412,000    5,426,000    5,672,000
        Provision for loan losses                    75,000       75,000           --           --
                                                 ----------   ----------   ----------   ----------
                    Net interest income, after
                       provision for loan
                          losses                  5,286,000    5,337,000    5,426,000    5,672,000

        Non-interest income                         686,000      790,000      905,000      927,000
        Non-interest expense                      4,870,000    4,804,000    4,514,000    4,517,000
                                                 ----------   ----------   ----------   ----------
        Income before income taxes                1,102,000    1,323,000    1,817,000    2,082,000

        Provision for income taxes                  336,000      308,000      457,000      409,000
                                                 ----------   ----------   ----------   ----------
                    Net earnings                 $  766,000    1,015,000    1,360,000    1,673,000
                                                 ==========   ==========   ==========   ==========
        Basic earnings per share                 $     0.30         0.40         0.53         0.65
        Diluted earnings per share                     0.30         0.40         0.53         0.65
</TABLE>

(18)   Recent Accounting Pronouncements

       (a)    In December 2003, the FASB issued a revised FIN No. 46, FIN 46R,
              which in part specifically addresses limited purpose trusts formed
              to issue trust preferred securities. In July 2003, the Board of
              Governors of the Federal Reserve issued a supervisory letter
              instructing bank holding companies to continue to include the
              trust preferred securities in their Tier I capital for regulatory
              capital purposes until notice is given to the contrary. The
              Federal Reserve intends to review the regulatory implications of
              any accounting treatment changes and, if necessary or warranted,
              provide further appropriate guidance. There can be no assurance
              that the Federal Reserve will continue to allow institutions to
              include trust preferred securities in Tier I capital for
              regulatory capital purposes. The Company does not believe the
              adoption of this interpretation will have a material impact on the
              Company s financial position or results of operations.

       (b)    SFAS No. 149 Amendment of Statement 133 on Derivative Instruments
              and Hedging Activities. In April 2003, the FASB issued SFAS No.
              149, which amends and clarifies financial accounting and reporting
              for derivative instruments, including certain derivative
              instruments embedded in other contracts and for hedging activities
              under SFAS No. 133, Accounting for Derivative Instruments and
              Hedging Activities, resulting in more consistent reporting of
              contracts as either derivatives or hybrid instruments. SFAS No.
              149 is effective for contracts entered into or modified after June
              30, 2003, and should be applied prospectively. Implementation
              issues that have been effective for fiscal quarters that began
              prior to June 15, 2003 should continue to be applied in accordance
              with their respective effective dates. The Company adopted this
              Statement on July 1, 2003. There was no material impact on the
              Company s financial position or results of operations.

                                       73                            (Continued)
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002


       (c)    SFAS No. 150 Accounting for Certain Financial Instruments with
              Characteristics of Both Liabilities and Equity. In May 2003, the
              FASB issued SFAS No. 150, which establishes standards for how
              certain financial instruments with characteristics of both
              liabilities and equity should be measured and classified. Certain
              financial instruments with characteristics of both liabilities and
              equity will be required to be classified as a liability. This
              statement is effective for financial instruments entered into or
              modified after May 31, 2003, and July 1, 2003 for all other
              financial instruments with the exception of existing mandatorily
              redeemable financial instruments issued by limited life
              subsidiaries which have been indefinitely deferred from the scope
              of the statement. The Company does not believe the adoption of
              SFAS 150 will have a material impact on the Company's financial
              position or results of operations.

       (d)    Statement of Position 03-3 ( SOP 03-3 ): Accounting for Certain
              Loans or Debt Securities Acquired in a Transfer. In December 2003,
              the American Institute of Certified Public Accountants (AICPA)
              issued SOP 03-3. SOP 03-3 requires loans acquired through a
              transfer, such as a business combination, where there are
              differences in expected cash flows and contractual cash flows due
              in part to credit quality be recognized at their fair value. The
              excess of contractual cash flows over expected cash flows is not
              to be recognized as an adjustment of yield, loss accrual, or
              valuation allowance. Valuation allowances can not be created nor
              carried over in the initial accounting for loans acquired in a
              transfer on loans subject to SFAS 114, accounting by Creditors for
              Impairment of a Loan. This SOP is effective for loans acquired
              after December 31, 2004, with early adoption encouraged. The
              Company does not believe the adoption of SOP 03-3 will have a
              material impact on the Company's financial position or results of
              operations.

(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 sheet                                       2003          2002
       --------------------------------------------------------   -----------   -----------
<S>                                                               <C>            <C>
       Assets:
         Cash and due from banks                                  $    65,000       117,000
         Investments in subsidiary                                 51,857,000    51,295,000
         Other assets                                                 403,000       392,000
                                                                  -----------   -----------
                     Total assets                                 $52,325,000    51,804,000
                                                                  ===========   ===========
       Liabilities:
         Other liabilities                                        $   303,000       601,000
       Stockholders' equity                                        52,022,000    51,203,000
                                                                  -----------   -----------
                     Total liabilities and stockholders' equity   $52,325,000    51,804,000
                                                                  ===========   ===========
</TABLE>
                                       74                            (Continued)
<PAGE>

                           FNB BANCORP AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002

<TABLE>
<CAPTION>
       FNB Bancorp
       Condensed statement of income                                        2003           2002
       ---------------------------------------------------------------   -----------    -----------
<S>                                                                      <C>              <C>
       Income:
         Dividend income from subsidiary                                 $ 2,509,000      1,478,000
                                                                         -----------    -----------
                     Total income                                          2,509,000      1,478,000
                                                                         -----------    -----------
       Expense:
         Interest expense                                                         --          6,000
         Other expense                                                         4,000        177,000
                                                                         -----------    -----------
                     Total expense                                             4,000        183,000
                                                                         -----------    -----------
                     Income before income taxes and equity in
                        undistributed earnings of Subsidiary               2,505,000      1,295,000
       Income tax expense                                                    (36,000)       309,000
                                                                         -----------    -----------
                     Income before equity in undistributed earnings of
                        subsidiary                                         2,541,000        986,000
       Equity in undistributed earnings of subsidiary                      1,635,000      3,828,000
                                                                         -----------    -----------
                     Net earnings                                        $ 4,176,000      4,814,000
                                                                         ===========    ===========
</TABLE>

<TABLE>
<CAPTION>
       FNB Bancorp
       Condensed statement of cash flows                              2003           2002
       ---------------------------------------------------------   -----------    -----------
<S>                                                                <C>              <C>
       Net earnings                                                $ 4,176,000      4,814,000
       Change in other assets                                          (11,000)      (292,000)
       Change in other liabilities                                    (298,000)       601,000
       Undistributed earnings of subsidiary                         (1,635,000)    (3,828,000)
                                                                   -----------    -----------
                     Cash flows provided by operating activities     2,232,000      1,295,000
                                                                   -----------    -----------
       Increase in investment to subsidiary                            309,000        (13,000)
       Capital expenditures                                                 --       (100,000)
                                                                   -----------    -----------
                     Cash flows used in investing activities           309,000       (113,000)
                                                                   -----------    -----------
       Proceeds from exercise of common stock options                   57,000         56,000
       APIC                                                              3,000             --
       Dividends paid                                               (1,476,000)    (1,121,000)
       Repurchases of common stock                                  (1,177,000)            --
                                                                   -----------    -----------
                     Cash flows provided by financing activities    (2,593,000)    (1,065,000)
                                                                   -----------    -----------
                     Net increase in cash                              (52,000)       117,000
       Cash, beginning of period                                       117,000             --
                                                                   -----------    -----------
       Cash, end of period                                         $    65,000        117,000
                                                                   ===========    ===========
</TABLE>
                                       75
<PAGE>

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

         Not Applicable.

         As previously reported by the Company, the Board of Directors of the
Company, on September 27, 2002, approved the recommendation of the Audit
Committee of the Board of Directors to change the Company's independent
auditors. The firm of Grant Thornton LLP served the Company as independent
auditors for the 2001 fiscal year. On September 27, 2002, the Company notified
Grant Thornton LLP of their dismissal and termination as independent auditors
for the Company, effective September 30, 2002. Also as previously reported, the
Company engaged KPMG LLP as the Company's independent auditors for the 2002
fiscal year, effective as of September 30, 2002, and have engaged them for the
2003 fiscal year as well.

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, 2003. 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, 2003 that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.

                                       76
<PAGE>

                                    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
2004 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
2004 Annual Meeting of Shareholders which will be filed pursuant to Regulation
14A.

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
2004 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
2004 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
2004 Annual Meeting of Shareholders which will be filed pursuant to Regulation
14A.

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K
         -----------------------------------------------------------------

(a)  (1) Financial Statements.
         --------------------

         Listed and included in Part II, Item 8.

                                       77
<PAGE>

     (2) Financial Statement Schedules.
         -----------------------------

         Not applicable.

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

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

    **2.1       Agreement and Plan of Reorganization between the Registrant and
                First National Bank of Northern California, dated as of November
                1, 2001 (included as Annex A to the proxy statement/prospectus).

    **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 Northern California at
                Linda Mar Shopping Center, Pacifica, California.

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

   **10.4       Sublease agreement dated February 10, 1997, for San Mateo Branch
                Office of First National Bank of Northern California at 491 El
                Camino Real, Suite B, San Mateo, California (terminated).

   **10.5       Lease Agreement dated April 13, 2000, for the Business Banking
                Division of First National Bank of Northern California at 520
                South El Camino Real, Suite 430, San Mateo, California
                (terminated).

   **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.*

                                       78
<PAGE>

   **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      Business Loan Agreement, dated August 15, 2001, between FNB
                Bancorp, as Borrower, and Pacific Coast Bankers' Bank, as
                Lender, with Promissory Note and related Loan Documents.

   **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      Note secured by Deed of Trust dated November 26, 1991, and
                Modification Agreement dated September 1, 1999, between First
                National Bank of Northern California, as borrower, and Bertha
                Donati and Julio Donati, as lenders, with respect to the Colma
                Branch Office of First National Bank of Northern California.

   **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

     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       Consent of Grant Thornton LLP

     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 Registration 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.

                                       79
<PAGE>

(b)  Reports On Form 8-K.
     -------------------

         The following reports on Form 8-K were filed by the Company during the
last quarter of 2003:


Date of Report          Date Filed              Subject of Report
-----------------       ----------------        --------------------------------

November 28, 2003       December 2, 2003        Declared cash and stock dividend

         An Annual Report for the fiscal year ended December 31, 2003, and
Notice of Annual Meeting and Proxy Statement for the Company's 2004 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.

                                       80
<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 26, 2004             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 of Directors     March 26, 2004
-----------------------
Michael R. Wyman


/s/ Thomas C. McGraw       Director, Chief Executive Officer      March 26, 2004
-----------------------    (principal executive officer) and
Thomas C. McGraw           Secretary


/s/ James B. Ramsey        Senior Vice President and Chief        March 26, 2004
-----------------------    Financial Officer (principal
James B. Ramsey            financial officer and principal
                           accounting officer)

/s/ Neil J. Vannucci       Director                               March 26, 2004
-----------------------
Neil J. Vannucci


/s/ Edward J. Watson       Director                               March 26, 2004
-----------------------
Edward J. Watson

                                       81
<PAGE>

      Signature                         Title                          Date
-----------------------    ----------------------------------     --------------


/s/ Daniel J. Modena       Director                               March 26, 2004
-----------------------
Daniel J. Modena


/s/ Lisa Angelot           Director                               March 26, 2004
-----------------------
Lisa Angelot


/s/ Jim D. Black           Director and President                 March 26, 2004
-----------------------
Jim D. Black


/s/ Anthony J. Clifford    Director and Executive Vice            March 26, 2004
-----------------------    President and Chief
Anthony J. Clifford        Operating Officer


/s/ R. Albert Roensch      Director                               March 26, 2004
-----------------------
R. Albert Roensch

                                       82
<PAGE>

                                INDEX TO EXHIBITS
                                -----------------

            (FNB BANCORP Form 10-K for Year Ended December 31, 2003)

Exhibit                                                                     Page
-------                                                                     ----
10.26       Lease Agreement dated August 13, 2003,                           84
            for San Mateo Branch Office of First
            National Bank of Northern California

14.0        Code of Ethics                                                   99

23.1        Consent of KPMG LLP                                             101

23.2        Consent of Grant Thornton LLP                                   102

31.1        Rule 13a-14(a)/15d-14(a) Certification                          103
            (principal executive officer)

31.2        Rule 13a-14(a)/15d-14(a) Certification                          104
            (principal financial officer)

32.0        Section 1350 Certifications                                     105


                                       83