Exhibit
3.4

BYLAWS

of

FNB
Bancorp

(as
amended through February 27, 2009)

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TABLE OF CONTENTS

|                                                           |     
|---------------------------------------------------------- | ----
|                                                           | Page
|                                                           |     
|Section 1. Principal Office                                | 1   
|Section
 2. Other Offices                                  | 1   
|                                                           |     
|ARTICLE II
 Meetings of Shareholders                       | 1   
|Section
 3. Place of Meeting                               | 1   
|Section
 4. Annual Meeting                                 | 1   
|Section
 5. Special Meeting                                | 1   
|Section
 6. Notice of Shareholders Meeting                | 2   
|Section
 7. Nominations for Election to Board of Directors | 2   
|Section
 8. Quorum                                         | 3   
|Section
 9. Adjourned Meeting                              | 3   
|Section
 10. Waiver or Consent by Shareholders             | 3   
|Section
 11. Action Without Meeting                        | 4   
|Section
 12. Voting Rights; Cumulative Voting              | 4   
|Section
 13. Proxies                                       | 5   
|Section
 14. Inspectors of Election                        | 5   
|                                                           |     
|ARTICLE III
 Directors; Management                         | 6   
|Section
 15. Powers                                        | 6   
|Section
 16. Number and Qualification of Directors         | 6   
|Section
 17. Election and Term of Office                   | 6   
|Section
 18. Removal of Directors                          | 7   
|Section
 19. Vacancies                                     | 7   
|Section
 20. Place of Meeting                              | 7   
|Section
 21. Organizational Meetings                       | 8   
|Section
 22. Other Regular Meetings                        | 8   
|Section
 23. Special Meeting                               | 8   
|Section
 24. Quorum                                        | 8   
|Section
 25. Contents of Notice and Waiver of Notice       | 8   
|Section
 26. Adjournment                                   | 8   
|Section
 27. Notice of Adjournment                         | 8   
|Section
 28. Telephone Participation                       | 9   

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|                                                                            |     
|--------------------------------------------------------------------------- | ----
|                                                                            | Page
|                                                                            |     
|Section
 29. Action without Meeting                                         | 9   
|Section
 30. Fees and Compensation                                          | 9   
|                                                                            |     
|ARTICLE IV
 Officers                                                        | 9   
|Section
 31. Officers                                                       | 9   
|Section
 32. Election                                                       | 9   
|Section
 33. Subordinate Officers                                           | 9   
|Section
 34. Removal and Resignation                                        | 9   
|Section
 35. Vacancies                                                      | 10  
|Section
 36. Chairman of the Board                                          | 10  
|Section
 37. President                                                      | 10  
|Section
 38. Vice Presidents                                                | 10  
|Section
 39. Secretary                                                      | 10  
|Section
 40. Chief Financial Officer                                        | 11  
|                                                                            |     
|ARTICLE V General
 Corporate Matters                                        | 11  
|Section
 41. Record Date and Closing of Stockbooks                          | 11  
|Section
 42. Corporate Records and Inspection by Shareholders and Directors | 12  
|Section
 43. Checks, Drafts, Evidences of Indebtedness                      | 12  
|Section
 44. Corporate Contracts and Instruments; How Executed              | 12  
|Section
 45. Stock Certificates                                             | 12  
|Section
 46. Lost Certificates                                              | 13  
|Section
 47. Reports to Shareholders                                        | 13  
|Section
 48. Indemnity of Officers and Directors                            | 14  
|                                                                            |     
|ARTICLE VI
 Amendments                                                      | 18  
|Section
 49. Amendments by Shareholders                                     | 18  
|Section
 50. Amendments by Directors                                        | 18  
|                                                                            |     
|ARTICLE VII
 Committees of the Board                                        | 18  
|Section
 51. Committees of the Board                                        | 18  

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ARTICLE I

Offices

Section 1. Principal
Office. The principal
executive office in the State of California for the transaction of the business
of the corporation (called the principal office) shall be fixed from time to
time by resolution of the Board of Directors.

Section 2. Other Offices.
One or more branches or
other subordinate offices may at any time be fixed and located by the Board of
Directors at such place or places within or without the State of California as
the Board deems appropriate.

ARTICLE
II

Meetings of
Shareholders

Section
3. Place of Meeting. Meetings of the shareholders shall be held at
any place within or outside the State of California that may be designated
either by the Board of Directors in accordance with these Bylaws, or by the
written consent of all persons entitled to vote at the meeting, given either before
or after the meeting and filed with the Secretary of the corporation. If no
such designation is made, the meetings shall be held at the principal office of
the corporation designated in accordance with Section 1 of these Bylaws.

Section 4. Annual
Meeting.

(a)          The
annual meeting of the shareholders shall be held on a date and at a time
designated by the Board of Directors. The date so designated shall be within
fifteen (15) months after the last annual meeting, at South San Francisco,
California, if not a legal holiday, and if a legal holiday, then on the next
succeeding business day, at which time the shareholders shall elect a Board of
Directors, consider reports of the affairs of the corporation, and transact
such other business as may properly be brought before the meeting.

(b)          If
the annual meeting of shareholders shall not be held on the date above
specified, the Board of Directors shall cause such a meeting to be held as soon
thereafter as convenient, and any business transacted or election held at such
meeting shall be as valid as if transacted or held at an annual meeting on the
date above specified.

Section 5. Special
Meeting. Special meetings of the
shareholders, for any purpose or purposes whatsoever, may be called at any
time by the Board of Directors, the Chairman of the Board, the President, or by
holders of shares entitled to cast not less than ten percent (10%) of the votes
at the meeting. At such meetings, no business may be transacted other than as
is generally specified in the notice provided to the shareholders pursuant to
Section 6 of these Bylaws.

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Section 6. Notice of
Shareholders Meeting.

(a)          Whenever
shareholders are required or permitted to take any action at a meeting, a
written notice of the meeting shall be given not less than ten (10) nor more
than sixty (60) days before the date of the meeting to each shareholder entitled
to vote thereat. Such notice shall state the place, date and hour of the
meeting and (1) in the case of a special meeting, the general nature of the
business to be transacted, or (2) in the case of the annual meeting, those
matters which the Board, at the time of the mailing of the notice, intends to
present for action by the shareholders, but subject to the provisions of
Section 601(f) of the California Corporations Code (the Code), any proper
matter may be presented at the meeting for such action. The notice of any
meeting at which directors are to be elected shall include the names of
nominees intended at the time of the notice to be presented by management for
election.

(b)          Notice
of a shareholders meeting shall be given either personally or by first class
mail or other means of written communication, addressed to the shareholder at
the address of such shareholder appearing on the books of the corporation or
given by the shareholder to the corporation for the purpose of notice; or if no
such address appears or is given, at the place where the principal office of
the corporation is located. The notice shall be deemed to have been given at
the time when delivered personally or deposited in the mail or sent by other
means of written communication.

(c)          Notwithstanding
the foregoing, whenever the corporation has outstanding shares held of record
by five hundred (500) or more persons, notice may be given by third class mail
as provided in Sections 601(a) and 601(b) of the Code.

(d)          If
any notice addressed to the shareholder at the address of such shareholder
appearing on the books of the corporation is returned to the corporation by the
United States Postal Service marked to indicate that the United States Postal
Service is unable to deliver the notice to the shareholder at such address, all
future notices shall be deemed to have been duly given without further mailing
if the same shall be available for the shareholder upon written demand of the
shareholder at the principal office of the corporation for a period of one year
from the date of the giving of the notice to all other shareholders.

(e)          Upon
request in writing to the Chairman of the Board, President, Vice President or
Secretary by any person entitled to call a special meeting of shareholders, the
officer forthwith shall cause notice to be given to the shareholders entitled
to vote that a meeting will be held at a time requested by the person or
persons calling the meeting, not less than thirty-five nor more than sixty days
after the receipt of the request.

Section 7. Nominations for
Election to Board of
Directors. Nominations for election to the Board of Directors may be made
by the Board of Directors or by any shareholder entitled to vote for the
election of directors. Nominations, other than those made by the Board of
Directors, shall be made in writing and shall be delivered or mailed, with
first-class United States mail postage prepaid, to the Secretary not less than
20 days nor more than 50 days prior to any meeting of shareholders called for
the election of directors; provided, however, that if less than 25 days notice
of the meeting is given to the shareholders, such nomination shall be mailed or
delivered to the Secretary not later than the close of business on the seventh
day following the day on which the notice of the meeting was mailed.
Shareholder nominations shall contain the following information: (a) the name,
age, business address and, if known, residence address of each proposed
nominee; (b) the principal occupation or employment of each proposed nominee;
(c) the total number of shares of capital stock of the corporation that are
beneficially owned by each proposed nominee and by the nominating shareholder;
(d) the name and residence address of the notifying shareholder; and (e) any
other information the corporation must disclose regarding director nominees in
the corporations proxy solicitation. Nominations not made in accordance with
this Section may be disregarded by the Chairman of the meeting, and if the
Chairman so instructs, the inspectors of election may disregard all votes cast
for each such nominee.

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Section 8. Quorum. The
presence at any meeting, in
person or by proxy, of the persons entitled to vote a majority of the voting
shares of the corporation shall constitute a quorum for the transaction of
business. Shareholders present at a valid meeting at which a quorum is
initially present may continue to do business until adjournment notwithstanding
the withdrawal of enough shareholders to leave less than a quorum, if any
action taken (other than adjournment) is approved by persons voting more than
twenty five percent (25%) of the shares entitled to vote.

Section 9. Adjourned
Meeting.

(a)          Any
annual or special shareholders meeting may be adjourned from time to time,
even though a quorum is not present, by vote of the holders of a majority of
the voting shares present at the meeting either in person or by proxy, provided
that in the absence of a quorum, no other business may be transacted at the
meeting except as provided in Section 8.

(b)          Notice
need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting, any business may be transacted which might have been transacted at the
original meeting. If the adjournment is for more than forty-five (45) days or
if after the adjournment a new record date is fixed for the adjourned meeting,
a notice of the adjourned meeting shall be given to each shareholder of record
entitled to vote at the meeting.

Section 10. Waiver or Consent
by Shareholders.

(a)          The
transactions of any meeting of shareholders, however called and noticed, and
wherever held, are as valid as though had at a meeting duly held after regular
call and notice, if a quorum is present either in person or by proxy, and if,
either before or after the meeting, one or more of the holders of each of the
shares entitled to vote, not present in person or by proxy, signs a written
waiver of notice or a consent to the holding of the meeting or an approval of
the minutes thereof. All such waivers, consents and approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.

(b)          Attendance
of a person at a meeting shall constitute a waiver of notice of and presence at
such meeting, except when the person objects, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called
or convened and except that attendance at a meeting is not a waiver of any
right to object to the consideration of matters required by Section 6 of
these Bylaws or Section 601(f) of the Code to be included in the notice but not
so included, if such objection is expressly made at the meeting. Neither the
business to be transacted at nor the purpose of any regular or special meeting
of shareholders need be specified in any written waiver of notice, consent to
the holding of the meeting or approval of the minutes thereof, except as
provided in Section 601(f) of the Code.

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Section 11. Action Without
Meeting.

(a)          Any
action which may be taken at any annual or special meeting of shareholders may
be taken without a meeting and without prior notice, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted, except that unanimous written
consent shall be required for election of directors to non-vacant positions.

(b)          Unless
the consents of all shareholders entitled to vote have been solicited or
received in writing, notice shall be given to non-consenting shareholders to
the extent required by Section 603(b) of the Code.

(c)          Any
shareholder giving a written consent, or the shareholders proxyholders, or a
transferee of the shares or a personal representative of the shareholder or
their respective proxyholders, may revoke the consent by a writing received by
the corporation prior to the time that written consents of the number of shares
required to authorize the proposed action have been filed with the Secretary of
the corporation, but may not do so thereafter. Such revocation is effective
upon its receipt by the Secretary of the corporation.

Section 12. Voting Rights;
Cumulative Voting.

(a)          Only
persons in whose names shares entitled to vote stand on the stock records of
the corporation at the close of business on the record date fixed by the Board
of Directors as provided in Section 40 hereof for the determination of
shareholders of record shall be entitled to notice of and to vote at such
meeting of shareholders. If no record date is fixed, the record date for
determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the business day next
preceding the day on which notice is given or, if notice is waived, at the
close of business on the business day next preceding the day on which the meeting
is held; the record date for determining shareholders entitled to give consent
to corporate action in writing without a meeting, when no prior action by the
Board has been taken, shall be the day on which the first written consent is
given: and the record date for determining shareholders for any other purpose
shall be at the close of business on the day on which the Board adopts the
resolution relating thereto, or the sixtieth (60th) day prior to the date of
such other action, whichever is later.

(b)          Except
as provided in the next following sentence and except as may be otherwise
provided in the Articles of Incorporation, each shareholder entitled to vote
shall be entitled to one vote for each share held on each matter submitted to a
vote of shareholders. In the election of directors, each such shareholder
complying with the following paragraph may cumulate such shareholders votes
and give one candidate a number of votes equal to the number of directors to be
elected multiplied by the number of votes to which the shareholders shares are
normally entitled, or distribute the shareholders votes on the same principle
among as many candidates as the shareholder thinks fit.

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(c)          No
shareholder shall be entitled to cumulate votes in favor of any candidate or
candidates unless such candidates or candidates names have been placed in
nomination prior to the voting and the shareholder has given notice at the
meeting prior to the voting of the shareholders intention to cumulate the
shareholders votes. If any one shareholder has given such notice, such fact
shall be announced to all shareholders and proxies present, who may then
cumulate their votes for candidates in nomination.

(d)          In
any election of directors, the candidates receiving the highest number of votes
of the shares entitled to be voted for them, up to the number of directors to
be elected by such shares, are elected.

(e)          Voting
may be by voice or ballot, provided that any election of directors must be by
ballot upon the demand of any shareholder made at the meeting and before the
voting begins.

Section 13. Proxies. Every
person entitled to vote
shares may authorize another person or persons to act by proxy with respect to
such shares. All proxies must be in writing and must be signed by the
shareholder confirming the proxy or his attorney-in-fact. No proxy shall be
valid after the expiration of eleven (11) months from the date thereof unless
otherwise provided in the proxy. Every proxy continues in full force and effect
until revoked by the person executing it prior to the vote pursuant thereto,
except as otherwise provided in Section 705 of the Code. Such revocation may be
effected by a writing delivered to the corporation stating that the proxy is
revoked or by a subsequent proxy executed by the person executing the prior
proxy and presented to the meeting, or as to any meeting, by attendance at such
meeting and voting in person by the person executing the proxy. The dates
contained on the forms of proxy presumptively determine the order of execution,
regardless of the postmark dates on the envelopes in which they are mailed.

Section 14. Inspectors of
Election.

(a)          In
advance of any meeting of shareholders the Board may appoint inspectors of
election to act at the meeting and any adjournment thereof. If inspectors of
election are not so appointed, or if any persons so appointed fail to appear or
refuse to act, the chairman of any meeting of shareholders may, and on the
request of any shareholder or a shareholders proxy shall, appoint inspectors
of election for persons to replace those who so fail or refuse) at the meeting.
The number of inspectors shall be either one or three. If appointed at a
meeting on the request of one or more shareholders or proxies, the majority of
shares represented in person or by proxy shall determine whether one or three
inspectors are to be appointed. If there are three inspectors of election, the
decision, act or certificate of a majority is effective in all respects as the
decision, act or certificate of all.

(b)          The
inspectors of election shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum and the authenticity, validity and effect of proxies, receive votes,
ballots or consents, hear and determine all challenges and questions in any way
arising in connection with the right to vote, count and tabulate all votes or
consents, determine when the polls shall close, determine the result and do
such acts as may be proper to conduct the election or vote with fairness to all
shareholders.

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ARTICLE
III

Directors;
Management

Section 15. Powers.
Subject to any provisions of
the Articles of Incorporation, of the Bylaws and of law limiting the powers of
the Board of Directors or reserving powers to the shareholders, the Board of
Directors shall, directly or by delegation, manage the business and affairs of
the corporation and exercise all corporate powers permitted by law.

Section 16. Number and
Qualification of Directors.
The authorized number of directors shall not, unless and until changed by an
amendment to this Section 16 adopted by the shareholders pursuant to Section
49, be less than five (5) nor more than nine (9) provided, however, that so
long as the corporation has only one shareholder, the authorized number of
directors shall be one, and so long as the corporation has only two shareholders
the number of directors shall be two. The exact number of directors within said
range shall be fixed by a resolution adopted by the Board of Directors; and
unless and until so fixed, the exact number of directors is hereby fixed at
eight (8). A reduction in the authorized number of directors shall not remove
any director prior to the expiration of such directors term of office.
Directors need not be shareholders of the corporation. Notwithstanding anything
in these bylaws to the contrary, for so long as the corporations Fixed Rate
Cumulative Perpetual Preferred Stock, Series A and the corporations Fixed Rate
Cumulative Perpetual Preferred Stock, Series B (collectively, the Designated Preferred Stock) (or any
warrant to purchase any of the Designated Preferred Stock) is outstanding: (i)
whenever, at any time or times, dividends payable on the shares of Designated
Preferred Stock have not been paid for an aggregate of six quarterly Dividend
Periods (as defined in the Certificate of Determination for the Designated
Preferred Stock) or more, whether or not consecutive, the authorized number of
directors shall automatically be increased by two (but shall in no event be
increased to a number of directors that is greater than the maximum number of
directors set forth in Article III,
Section 16 of these bylaws); and (ii) this sentence may not be modified,
amended or repealed by the corporations board of directors (or any committee
thereof) or without the affirmative vote and approval of (x) the shareholders and
(y) the holders of at least a majority of the shares of Designated Preferred
Stock outstanding at the time of such vote and approval.

Section 17. Election and Term
of Office. The
directors shall be elected annually by the shareholders at the annual meeting
of the shareholders; provided, however, that if for any reason
said annual meeting or an adjournment thereof is not held or the directors are
not elected thereat, then the directors may be elected at any special meeting
of the shareholders called and held for that purpose. The term of office of the
directors shall, except as provided in Section 18, begin immediately after
their election and shall continue until their respective successors are elected
and qualified.

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Section 18. Removal
of Directors.

(a)          A
director may be removed from office by the Board of Directors if he or she is
declared of unsound mind by the order of a court or convicted of a felony. Any or all of the directors may be removed
from office without cause by a vote of shareholders holding a majority of the
outstanding shares entitled to vote at an election of directors, however,
unless the entire Board is removed, an individual director shall not be removed
if the votes cast against removal, or not consenting in writing to such
removal, would be sufficient to elect such director if voted cumulatively at an
election at which the same total number of votes were cast, or, if such action
is taken by written consent, all shares entitled to vote were voted, and the
entire number of directors authorized at the time of the directors most recent
election were then being elected. A
director may also be removed from office by the Superior Court of the county in
which the principal office is located, at the suit of shareholders holding at
least ten percent (10%) of the number of outstanding shares of any class, in
case of fraudulent or dishonest acts or gross abuse of authority or discretion
with reference to the corporation, in the manner provided by law.

(b)          No
reduction of the authorized number of directors shall have the effect of
removing any director before his term of office expires.

Section 19. Vacancies.

(a)          A
vacancy or vacancies on the Board of Directors shall exist when any authorized
position of director is not then filled by a duly elected director, whether
caused by death, resignation, removal, change in the authorized number (by the
Board or the shareholders) or otherwise.

(b)          Except
for a vacancy created by the removal of a director, vacancies on the Board of
Directors may be filled by a majority of the remaining directors although less
than a quorum, or by a sole remaining director, and each director elected in
this manner shall hold office until his successor is elected at an annual or
special shareholders meeting.

(c)          The
shareholders may elect a director at any time to fill any vacancy not filled by
the directors. Any such election by written
consent other than to fill a vacancy created by removal requires the consent of
a majority of the outstanding shares entitled to vote.

(d)          Any
director may resign effective upon giving written notice to the Chairman of the
Board, the President, the Secretary or the Board of Directors of the
corporation, unless the notice specifies a later time for the effectiveness of
such resignation. If the resignation is
effective at a future time, a successor may be elected to take office when the
resignation becomes effective.

Section 20. Place
of Meeting. Regular and special meetings of the Board of Directors shall be
held at any place within or outside the State of California that is designated
by resolution of the Board or, either before or after the meeting, consented to
in writing by all the Board members. If
the place of a regular or special meeting is not fixed by resolution or written
consents of the Board, it shall be held at the corporations principal office.

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Section 21. Organizational
Meetings. Immediately following each annual shareholders meeting, the
Board of Directors shall hold an organizational meeting to organize, elect
officers, and transact other business.
Notice of this meeting shall not be required.

Section 22. Other
Regular Meetings. Other regular meetings of the Board of Directors shall be
held at periodic intervals on the dates, and at the locations, designated by
resolution of the Board. Subject to
Section 24, notice of each regular meeting shall be required.

Section 23. Special
Meeting.

(a)          Special
meetings of the Board of Directors for any purpose may be called at any time by
the Chairman of the Board, the President, any Executive Vice President, any
Senior Vice President, the Secretary, or any two directors.

(b)          Special
meetings of the Board shall be held upon four days notice by mail or
forty-eight (48) hours notice delivered personally or by telephone or
telegraph. If notice is by telephone, it
shall be complete when the person calling the meeting believes in good faith
that the notified person has heard and acknowledged the notice. If the notice is by mail or telegraph, it
shall be complete when deposited in the United States mail or delivered to the
telegraph office at the place where the corporations principal office is
located, charges prepaid and addressed to the notified person at such persons
address appearing on the corporate records or, if it is not on these records or
is not readily ascertainable, at the place where the regular Board meeting is
held.

Section 24. Quorum.
A majority of the authorized number of directors (unless the authorized number
of directors is one) shall constitute a quorum for the transaction of business,
except to adjourn a meeting under Section 26.
Every act done or decision made by a majority of the directors present
at a meeting at which a quorum is present shall be regarded as the act of the
Board of Directors, unless the vote of a greater number is required by law, the
Articles of Incorporation, or these Bylaws. meeting at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of directors, if any action taken is approved by a majority of the required
quorum for such meeting.

Section 25. Contents
of Notice and Waiver of Notice. Neither the business to be transacted at,
nor the purpose of, any regular or special Board meeting need be specified in
the notice or waiver of notice of the meeting.
Notice of a meeting need not be given to any director who signs a waiver
of notice or a consent to holding the meeting or an approval of the minutes
thereof, either before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to said
director. All such waivers, consents,
and approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

Section 26. Adjournment.
A majority of the directors present, whether or not a quorum is present, may
adjourn any meeting to another time and place.

Section 27. Notice
of Adjournment. Notice of the time and place of holding an adjourned
meeting need not be given to absent directors if the time and place are fixed
at the meeting being adjourned, except that if the meeting is adjourned for
more than twenty-four (24) hours such notice shall be given prior to the
adjourned meeting to the directors who were not present at the time of the
adjournment.

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Section 28. Telephone
Participation. Members of the Board may participate in a meeting through
use of conference telephone or similar communications equipment, so long as all
members participating in such meetings can hear one another. Such participation constitutes presence in
person at such meeting.

Section 29. Action
without Meeting. The Board of Directors may take any action without a
meeting that may be required or permitted to be taken by the Board at a
meeting, if all members of the Board individually or collectively consent in
writing to the action. The written
consent or consents shall be filed in the minutes of the proceedings of the
Board. Such action by written consent
shall have the same effect as a unanimous vote of directors.

Section 30. Fees
and Compensation. Directors and members of committees shall receive neither
compensation for their services nor reimbursement for their expenses unless
these payments are fixed by resolution of the Board.

ARTICLE
IV

Officers

Section 31. Officers.
The officers of the corporation shall be a President, a Secretary, and a Chief
Financial Officer. The corporation may also have, at the discretion of the Board
of Directors, a Chairman of the Board, one or more Vice Presidents, one or more
Assistant Secretaries, one or more Assistant Financial Officers, and any other
officers who may be appointed under Section 33 of these Bylaws.

Section 32. Election.
The officers of the corporation, except those appointed under Section 32 of
these Bylaws, shall be chosen annually by the Board of Directors, and each
shall hold his office until he or she resigns or is removed or otherwise
disqualified to serve, or his or her successor is elected and qualified.

Section 33. Subordinate
Officers. The Board of Directors may appoint, and may authorize the
President to appoint, any other officers that the business of the corporation
may require, each of whom shall hold office for the period, have the authority,
and perform the duties specified in the Bylaws or by the Board of Directors.

Section 34. Removal
and Resignation.

(a)          Any
officer may be removed with or without cause either by the Board of Directors
at any regular or special directors meeting or, except for an officer chosen
by the Board, by any officer on whom the power of removal may be conferred by
the Board.

(b)          Any
officer may resign at any time by giving written notice to the Board of
Directors, the President or the Secretary of the corporation. An officers resignation shall take effect
when it is received or at any later time specified in the resignation. Unless the resignation specifies otherwise,
its acceptance by the corporation shall not be necessary to make it effective.

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Section 35. Vacancies.
A vacancy in any office because of death, resignation, removal,
disqualification, or any other cause shall be filled in the manner prescribed
in the By-Laws for regular appointments to the office.

Section 36. Chairman
of the Board. The Chairman of the Board, if such office is created and
filled by the Board of Directors, shall preside at all meetings of the
directors and shareholders at which he or she is present, shall be ex-officio a
member of all the standing committees created by the Board, and shall exercise
and perform any other powers and duties assigned to him or her by the Board or
prescribed by the Bylaws.

Section 37. President.
Subject to any supervisory powers that may be given by the Board of Directors
or the Bylaws to the Chairman of the Board or any other officer who may be
designated the Chief Executive Officer, the President shall be the
corporations chief executive officer, subject to the control of the Board of
Directors, and shall have general supervision, direction, and control over the
corporations business and officers. He
or she shall preside as chairman at all meetings of the shareholders and
directors not presided over by the Chairman of the Board, shall be ex-officio a
member of all the standing committees, shall have the general powers and duties
that are prescribed by the Board of Directors or the Bylaws, and shall be
primarily responsible for carrying out all orders and resolutions of the Board
of Directors.

Section 38. Vice
Presidents. If the President is absent or is unable or refuses to act, the
Vice Presidents in order of their rank as fixed by the Board of Directors, or,
if not ranked, the Vice President designated by the Board of Directors, shall
perform all the duties of the President, and when so acting shall have all the
powers of, and be subject to all the restrictions on, the President. Each Vice President shall have any other
powers and perform any other duties that are prescribed for him or her by the
Board of Directors or their Bylaws.

Section 39. Secretary.

(a)          The
Secretary shall keep or cause to be kept, and be available at the principal
office and any other place that the Board of Directors specifies, a book of minutes
of all directors and shareholders meetings.
The minutes of each meeting shall state the time and place that it was
held, whether it was regular or special, if a special meeting, how it was
authorized, the notice given the names of those present or represented at
shareholders meetings, and the proceedings of the meetings. A similar minute book shall be kept for any
committees, if required by the Board.

(b)          The
Secretary shall keep, or cause to be kept, at the principal office or at the
office of the corporations transfer agent, a share register, or duplicate
share register, showing the shareholders names and addresses, the number and
classes of shares held by each, the number and date of each certificate issued
for these shares, and the number and date of cancellation of each certificate
surrendered for cancellation.

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(c)          The
Secretary shall give, or cause to be given, notice of all directors and
shareholders meetings required to be given under these Bylaws or by law, shall
keep the corporate seal in safe custody, and shall have any other powers and
perform any other duties that are prescribed by the Board of Directors or the
Bylaws.

Section 40. Chief
Financial Officer.

(a)          The
Chief Financial Officer shall keep and maintain, or cause to be kept and
maintained, adequate and correct accounts of the corporations properties and
business transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.

(b)          The
Chief Financial Officer shall deposit all money and other valuables in the name
and to the credit of the corporation with the depositories designated by the
Board of Directors. He or she shall
disburse the corporations funds as ordered by the Board of Directors; shall
render to the President and directors, whenever they request it, an account of
all his or her transactions as Chief Financial Officer and of the corporations
financial condition; and shall have any other powers and perform any other
duties that are prescribed by the Board of Directors or Bylaws.

(c)          If
required by the Board of Directors, the Chief Financial Officer shall give the
corporation a bond in the amount and with the surety or sureties specified by
the Board for faithful performance of the duties of his or her office and for
restoration to the corporation of all its books, papers, vouchers, money, and
other property of every kind in his or her possession or under his or her
control on his or her death, resignation, retirement, or removal from office.

ARTICLE
V

General Corporate
Matters

Section 41. Record
Date and Closing of Stockbooks.

(a)          The
Board of Directors may fix a time in the future as a record date for
determining shareholders entitled to notice of and to vote at any shareholders
meeting: to receive any dividend, distribution, or allotment of rights: or to
exercise rights in respect of any other lawful action, including change,
conversion, or exchange of shares. The
record date shall not, however, be more than sixty (60) nor less than ten (10)
days prior to the date of such meeting nor more than sixty (60) days prior to
any other action. If a record date is
fixed for a particular meeting or event, only shareholders of record on that
date are entitled to notice and to vote and to receive the dividend,
distribution, or allotment of rights or to exercise the rights, as the case may
be, notwithstanding any transfer of any shares on the books of the corporation
after the record date.

(b)          A
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting unless
the Board fixes a new record date for the adjourned meeting, but the Board
shall fix a new record date if the meeting is adjourned for more than
forty-five (45) days.

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Section 42. Corporate
Records and Inspection by Shareholders and Directors.

(a)          Books
and records of account and minutes of the proceedings of the shareholders,
Board, and committees of the Board shall be kept available for inspection at
the principal office. A record of the
shareholders, giving the names and addresses of all shareholders and the number
and class of shares held by each, shall be kept available for inspection at the
principal office or at the office of the corporations transfer agent or
registrar.

(b)          A
shareholder or shareholders holding at least five percent in the aggregate of
the outstanding voting shares of the corporation shall have an absolute right
to do either or both of the following: (1) inspect and copy the record of
shareholders names and addresses and shareholdings during the usual business
hours upon five business days prior written demand upon the corporation, or
(2) obtain from the transfer agent for the corporation, upon five business
days prior written demand and upon the tender of its usual charges for such a
list (the amount of which charges shall be stated to the shareholder by the
transfer agent upon request), a list of the shareholders names and addresses,
who are entitled to vote for the election of directors, and their
shareholdings, as of the most recent record date for which it has been compiled
or as of a date specified by the shareholder subsequent to the date of
demand. The record of shareholders shall
also be open to inspection and copying by any shareholder or holder of a voting
trust certificate at any time during usual business hours upon written demand
on the corporation, for a purpose reasonably related to such holders interests
as a shareholder or holder of a voting trust certificate. Inspection and copying may be made in person
or by agent or attorney.

(c)          Every
director shall have the absolute right at any reasonable time to inspect and
copy all books, records and documents of every kind and to inspect the physical
properties of the corporation and its subsidiary corporations, domestic or
foreign. Such inspection by a director
may be made in person or by agent or attorney and includes the right to copy
and make extracts.

Section 43. Checks,
Drafts, Evidences of Indebtedness. All checks, drafts, or other orders for
payment of money, notes, and all mortgages, or other evidences of indebtedness,
issued in the name of or payable to the corporation, and all assignments and
endorsements of the foregoing, shall be signed or endorsed by the person or
persons and in the manner specified by the Board of Directors.

Section 44. Corporate
Contracts and Instruments; How Executed. Except as otherwise
provided in the Bylaws, officers, agents, or employees must be authorized by
the Board of Directors to enter into any contract or execute any instrument in
the corporations name and on its behalf.
This authority may be general or confined to specific instances.

Section 45. Stock
Certificates. One or more certificates for shares of the corporations
capital stock shall be issued to each shareholder for any of his shares that
are fully paid up. The corporate seal or
its facsimile may be fixed on certificates.
All certificates shall be signed by (a) either the Chairman of the
Board, the President, or a Vice President and (b) either the Secretary, the
Chief Financial Officer, or an Assistant Secretary. Any or all of the signatures on the certificate may be facsimile
signatures.

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Section 46. Lost
Certificates. No new share certificate that replaces an old one shall be
issued unless the old one is surrendered and canceled at the same time,
provided, however, that if any share certificate is lost, stolen, mutilated, or
destroyed, the Board of Directors may authorize issuance of a new certificate
replacing the old one on any terms and conditions, including a reasonable
arrangement for indemnification of the corporation, that the Board may specify.

Section 47. Reports
to Shareholders.

(a)          The
requirement for the annual report to shareholders referred to in Section
1501(a) of the Code is hereby expressly waived so long as there are less than
100 holders of records of the corporations shares. The Board of Directors shall cause to be sent to the shareholders
such annual or other periodic reports as they consider appropriate or as
otherwise required by law. In the event
the corporation has 100 or more holders of its shares, an annual report
complying with Section 1501(a) and, when applicable, Section 1501(b) of the
Code shall be sent to the shareholders not later than 120 days after the close
of the fiscal year and at least fifteen (15) days prior to the annual meeting
of shareholders to be held during the next fiscal year.

(b)          If
no annual report for the last fiscal year has been sent to shareholders, the
corporation shall, upon the written request of any shareholder made more than
120 days after the close of such fiscal year, deliver or mail to the person
making the request within thirty (30) days thereafter the financial statements
referred to in Section 1501(a) of the Code for such year.

(c)          A
shareholder or shareholders holding at least five percent (5%) of the outstanding
shares of any class of a corporation may make a written request to the
corporation for an income statement of the corporation for the three-month,
six-month, or nine-month period of the current fiscal year ended more than
thirty (30) days prior to the date of the request and a balance sheet of the
corporation as of the end of such period and, in addition, if no annual report
for the last fiscal year has been sent to shareholders, the statements referred
to in Section 1501(a) of the Code for the last fiscal year. The statement shall be delivered or mailed
to the person making the request within thirty (30) days thereafter, copy of
the statements shall be kept on file in the principal office of the corporation
for twelve (12) months and they shall be exhibited at all reasonable times to
any shareholder demanding an examination of them or a copy shall be mailed to
such shareholder. The income statements
and balance sheets referred to shall be accompanied by the report thereon, if
any, of any independent accountants engaged by the corporation or the
certificate of an authorized officer of the corporation that such financial
statements were prepared without audit from the books and records of the
corporation.

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Section 48. Indemnity
of Officers and Directors.

(a)          Action,
Etc., Other Than by Right of the Corporation. The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any proceeding (other than an action by
or in the right of the corporation to procure a judgment in its favor) by
reason of the fact that such person is or was an Agent (as that term is defined
in paragraph of this Section 48, below) of the corporation, against expenses,
judgments, fines, settlements and other amounts actually and reasonably
incurred in connection with such proceedings if such person acted in good faith
and in a manner such person reasonably believed to be in the best interests of
the corporation and, in the case of a criminal proceeding, has no reasonable
cause to believe the conduct of such person was unlawful. The termination of any proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or
its equivalent shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to
be in the best interests of the corporation or that the person had reasonable
cause to believe that the persons conduct was unlawful.

(b)          Action,
Etc., by or in the Right of the Corporation. The corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action by or in the right of the corporation
to procure a judgment in its favor by reason of the fact that such person is or
was an Agent of the corporation, against expenses actually and reasonably
incurred by such person in connection with the defense or settlement of such
action if such person acted in good faith, in a manner such person believed to
be in the best interests of the corporation and its shareholders, except that
no indemnification shall be made under this paragraph (b) of Section 48 for any
of the following:

(1)          In
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation in the performance of such persons
duty to the corporation and its shareholders, unless and only to the extent
that the court in which such proceeding is or was pending shall determine upon
application that, in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for expenses and then only to the
extent that the court shall determine;

(2)          Of
amounts paid in settling or otherwise disposing of a pending action without
court approval: or

(3)          Of
expenses incurred in defending a threatened or pending action which is settled
or otherwise disposed of without court approval.

(c)          Determination
of Right of Indemnification. Any
indemnification under paragraphs (a) or (b) of Section 48, above, shall be made
by the corporation only if authorized in the specific case, upon a
determination that indemnification of the Agent is proper in the circumstances
because the Agent has met the applicable standard of conduct by any of the
following:

(1)          A
majority vote of a quorum consisting of directors who are not parties to such
proceedings;

(2)          If
such a quorum of directors is not obtainable, by independent legal counsel in a
written opinions;

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(3)          Approval
of the shareholders by the affirmative vote of a majority of the shares
entitled to vote represented at a duly held meeting at which a quorum is
present or by the written consent of shareholders as provided in Section 10,
with the shares owned by the person to be indemnified not being entitled to
vote thereon; or

(4)          The
court in which such proceeding is or was pending, upon application made by the
corporation, or the Agent, the attorney, or another person rendering services
in connection with the defense, whether or not such application by the Agent,
the attorney, or such other person is opposed by the corporation.

(d)          Advances
of Expenses. Expenses (including
attorneys fees), costs, and charges incurred in defending any proceeding shall
be advanced by the corporation prior to the final disposition of such
proceeding upon receipt of an undertaking by or on behalf of the Agent to repay
such amount unless it shall be determined ultimately that the Agent is entitled
to be indemnified as authorized in this Section 48.

(e)          Indemnification
Against Expenses of Successful Party.
Notwithstanding the other provisions of this Section 48, to the extent
that an Agent has been successful on the merits in a defense of any proceeding,
claim, issue or matter referred to in paragraphs (a) and (b), above, such Agent
shall be indemnified against all expenses actually and reasonably incurred by
the Agent in connection therewith.

(f)          Right
of Agent to Indemnification Upon Applications Procedure Upon Application. Any indemnification provided for in
paragraphs (a), (b) or (c) of Section 48 shall be made no later than ninety
(90) days after the corporation is given notice of a request by Agent, provided
that such request is made after final adjudication, dismissal or settlement
unless an appeal is filed, in which case the request is made after the appeal
is resolved (hereafter referred to as Final Disposition). Upon such notice, if a quorum of directors
who were not parties to the action, suit or proceeding giving rise to
indemnification is obtainable, the corporation shall within two (2) weeks call
a Board of Directors meeting to be held within four (4) weeks of such notice,
to make a determination as to whether the Agent has met the applicable standard
of conduct. Otherwise, if a quorum
consisting of directors who were not parties in the relevant action, suit or
proceeding is not obtainable, the corporation shall retain (at the
corporations expense) independent legal counsel chosen either jointly by the
corporation and Agent or else by corporation counsel within two (2) weeks to
make such determination. If (1) at such
directors meeting, such a quorum is not obtained or, if obtained, refuses to
make such determination, or (2) if such legal counsel is not so retained or, if
retained, does not make such determination within four (4) weeks, then the
Board of Directors shall cause a shareholders meeting to be held within four
(4) weeks to make such a determination.

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If
notice of a request for payment of a claim under these Bylaws, under any
statute, under any provision of any agreement with the corporation, or under
the corporations Articles of Incorporation providing for indemnification or
advance or expenses has been given to the corporation by Agent, and such claim
is not paid in full by the corporation within ninety (90) days of the later
occurring of the giving of such notice and Final Disposition in the case of
indemnification and twenty (20) days of the giving of such notice in the case
of advance of expenses, Agent may, but need not, at any time thereafter bring an
action against the corporation to receive the unpaid amount of the claim or the
expense advance and, if successful, Agent shall also be paid for the expenses
(including attorneys fees) of bringing such action. It shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in connection with any action,
suit or proceeding in advance of its Final Disposition) that Agent has not met
the standards of conduct which make it permissible under applicable law for the
corporation to indemnify Agent for the amount claimed, and Agent shall be
entitled to receive interim payment of expenses pursuant to paragraph (d) of
Section 48 unless and until such defense may be finally adjudicated by court
order or judgment from which no further right of appeal exists. Neither the failure of the corporation
(including its Board of Directors, independent legal counsel or its
shareholders) that Agent has not met such applicable standard of conduct, shall
create a presumption that the Agent has or has not met the applicable standard
of conduct.

(g)          Other
Rights and Remedies. The
indemnification provided by this Section 48 shall not be deemed exclusive of,
and shall not affect, any other rights to which an Agent seeking
indemnification may be entitled under any law, other provision of these Bylaws,
the corporations Articles of Incorporation, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be an Agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.

(h)          Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was an Agent against any liability
asserted against such person and incurred by him or her in any such capacity,
or arising out of his or her status as such, whether or not the corporation
would have the power to indemnify such person against such liability under the
provisions of this Section 48.

(i)          Optional
Means of Assuring Payment. Upon
request by an Agent certifying that the Agent has reasonable grounds to believe
the Agent may be made a party to a proceeding for which the Agent may be
entitled to be indemnified under this Section 48, the corporation may but is
not required to create a trust fund, grant a security interest or use other
means (including, without limitation, a letter of credit) to ensure the payment
of such sums as may become necessary to effect indemnification as provided
herein.

(j)          Savings
Clause. If this Section 48 or any
portion thereof shall be invalidated on any ground by any court of competent
jurisdiction, then the corporation shall nevertheless indemnify each Agent as
to expenses (including attorneys fees), judgments, fines and amounts paid in
settlement with respect to any action, suit, proceeding or investigation,
whether civil, criminal or administrative, and whether internal or external,
including a grand jury proceeding and an action or suit brought by or in the
right of the corporation, to the full extent permitted by any applicable
portion of this Section that shall not have been invalidated, or by any other
applicable law.

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(k)          Definition
of Agent. For the purposes of this
Section 48, Agent means any person who is or was a director, officer,
employee or other agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another foreign
or domestic corporation, partnership, joint venture, trust or other enterprise,
or was a director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor corporation of the corporation or of
another enterprises at the request of such predecessor corporation,
proceeding means any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative; and expenses
includes without limitation attorneys fees and any expenses of establishing a
right to indemnification.

(l)          Indemnification
under Section 204(a)(11) of the California Corporations Code. Subject to the provisions of California
Corporations Code Section 204(a)(11) and any other applicable law,
notwithstanding any other provisions of these Bylaws, the following shall apply
to the indemnification of Agents under these Bylaws:

(1)          The
corporation shall indemnify a person pursuant to this paragraph (1) if the
corporation would be required to indemnify such person pursuant to paragraphs
(a) and (b) of Section 48, if in paragraphs (a) and (b) the phrase in a manner
such person reasonably believed to be in the best interests of the corporation
is replaced with the phrase in a manner such person did not believe to be
contrary to the best interests of the corporation. If pursuant to paragraphs (c) and (f) of Section 48, the person
making the paragraphs (a) and/or (b), above, conduct standard determination
determines that such standard has not been satisfied, such person shall also
determine whether this subsection (1) of paragraph (l) conduct standard has
been satisfied;

(2)          There
shall be a presumption that the Agent met the applicable standard of conduct
required to be met in paragraph (c) of Section 48 for indemnification of the
Agent, rebuttable by clear and convincing evidence to the contrary;

(3)          The
corporation shall have the burden of proving that the Agent did not meet the
applicable standard of conduct in paragraph (c) of Section 48;

(4)          In
addition to the methods provided for in paragraph (c) of Section 48, a determination
that indemnification is proper in the circumstances because that Agent met the
applicable standard of conduct may also be made by the arbitrator in any
arbitration proceeding in which such matter is or was pending;

(5)          Unless
otherwise agreed to in writing between an Agent and the corporation in any
specific case, indemnification may be made under paragraph (b) of Section 48
for amounts paid in settling or otherwise disposing of a pending action without
court approval.

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ARTICLE
VI

Amendments

Section 49. Amendments
by Shareholders. Bylaws may be adopted, amended or repealed by the
affirmative vote or written consent of a majority of the outstanding shares
entitled to vote; provided, however, that an amendment to Section
16 reducing the number of directors on a fixed-number board or the minimum
number of directors on a variable-number board to a number less than five (5)
cannot be adopted if the votes cast against its adoption at a meeting or the
shares not consenting, in the case of action by written consent, are equal to
more than sixteen and two-thirds percent (16-2/3%) of the outstanding shares
entitled to vote.

Section 50. Amendments
by Directors. Subject to the right of shareholders under the preceding Section
49, Bylaws may be adopted, amended, or repealed by the Board of Directors,
except that only the shareholders can adopt a Bylaw or amendment thereto which
specifies or changes the number of directors on a fixed-number Board, or the
minimum or maximum number of directors on a variable-number Board, or which
changes from a fixed-number Board to a variable-number Board or vice versa, or
amends this Section 50.

ARTICLE
VII

Committees of the
Board

Section 51. Committees
of the Board.

(a)          The
Board of Directors may, by resolution adopted by a majority of the authorized
number of directors, designate one or more committees, each consisting of two
or more directors, to serve at the pleasure of the Board and with such
authority and organization as the Board may from time to time determine. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee.
The appointment of members or alternate members of a committee requires
the vote of a majority of the authorized number of directors. Any such committee, to the extent provided
in the resolution of the Board, shall have all the authority of the Board
except with respect to:

(1)          The
approval of any action for which shareholder approval is also required;

(2)          The
filling of vacancies on the Board or in any committee;

(3)          The
fixing of compensation of the directors for serving on the Board or on any committee;

(4)          The
amendment or repeal of Bylaws or the adoption of new Bylaws;

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(5)          The
amendment or repeal of any resolution of the Board which by its express terms
is not so amendable or repealable;

(6)          Distribution
to the shareholders of the corporation as defined in Section 166 of the Code,
except at a rate or in a periodic amount or within a price range determined by
the Board; and

(7)          The
appointment of other committees of the Board or the members thereof.

(b)          The
Board shall designate a chairman for each committee who shall have the sole
power to call any committee meeting other than a meeting set by the Board. Except as otherwise established by the Board,
Article III of these Bylaws shall apply to committees of the Board and action
by such committees, mutatis mutandis.

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CERTIFICATE OF
SECRETARY

I,
the undersigned, certify that:

1.          I
am the duly elected and acting Secretary of FNB Bancorp, a California
corporation; and

2.          The
foregoing Bylaws, consisting of 19 pages, is a true and correct copy of the
Bylaws as duly adopted for the corporation and approved by the Board of
Directors of the corporation, as amended through February 27, 2009.

IN
WITNESS WHEREOF, I have subscribed my name as of the 27th day of February,
2009.

| |  |                 
| |  | ----------------
| | 
| |  | Thomas C. McGraw
| |  | Secretary       

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