FNB BANCORP

                                 CODE OF ETHICS

General Policy Statement

         It is the policy of FNB Bancorp and it's subsidiary, First National
Bank of Northern California (together, the "Company"), that the Company's
directors, officers (including the principal executive, financial and accounting
officers, or controller and persons performing similar functions) and employees
conduct business in accordance with the highest ethical standards and in
compliance with all laws, rules and regulations applicable to the Company in
order to merit and maintain the complete confidence and trust of the Company's
customers, shareholders and the public in general.

         This Code of Ethics ("Code") establishes standards of compliance to
implement the above-referenced policy and is intended to supplement the
provisions of any other personnel policies of the Company which may establish
additional standards of ethical behavior applicable to the Company's directors,
officers and employees. Any conflicts or inconsistencies between the Code and
such policies shall be resolved in favor of the provisions of this Code.

I.       CODE OF ETHICS PROVISIONS

         A.       Honest and Ethical Conduct. It is policy of the Company that
all of its directors, officers and employees shall act in an honest and ethical
manner, including the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships. The Company expects
its directors, officers and employees to use good judgment, maintain high
ethical standards and to refrain from any form of illegal, dishonest or
unethical conduct. Additionally, directors, officers and employees may not
engage in any conduct directly or indirectly to influence, coerce, manipulate or
mislead any accountant engaged in preparing an audit for the Company.

         B.       Accurate and Timely Disclosure. It is the policy of the
Company that shareholders and financial markets receive full, fair, accurate,
timely and understandable disclosure in reports and documents that the Company
files with, or submits to, the Securities Exchange Commission and in other
public communications. The Company realizes that only through compliance with
such disclosure obligations can shareholders and the public analyze the
condition of the Company. To the extent that directors, officers and employees
of the Company participate in the preparation or filing of such reports (which
in each case shall be presumed to include the principal executive officers,
principal financial and accounting officers, or controller, and persons
performing similar functions), such persons shall be responsible to ensure that
those reports and documents comply with such policy.

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         C.       Compliance with Applicable Governmental Laws, Rules and
Regulations. All directors, officers and employees of the Company must fully
comply with the spirit and intent of all laws, rules and regulations applicable
to the Company.

         D.       Prompt Internal Reporting of Code Violations. The Company has
established procedures governing the receipt, investigation and treatment of
reports of violations of this Code and governmental laws, rules and regulations
applicable to the Company. The Company encourages its officers and employees to
promptly report any such violations. Violations should be reported to the
Chairman of the Board of Directors of the Company. No retaliation against an
officer or employee reporting such a violation in good faith shall be permitted.

         E.       Accountability. It is the responsibility of each director,
officer and employee to be familiar with this Code and any personnel policies of
the Company which establish ethical standards of behavior. The Company's Board
of Directors is expected to make every reasonable effort to ensure that
directors, officers and employees comply with the provisions of this Code and
any such Company policies. Any director, officer or employee who violates the
provisions of this Code or any such Company policies may be subject to
disciplinary action including, without limitation, as to officers and employees,
the termination of employment.

II.      DISCLOSURE OBLIGATIONS

         A.       Public Availability. The Company will make a copy of this Code
publicly available in compliance with applicable laws, rules and regulations.

         B.       Changes and Waivers. Any change to this Code or waiver from
this Code may be made only with the prior consent of the Company's Board of
Directors. Any such change or waiver will be disclosed in compliance with
applicable laws, rules and regulations.

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