Exhibit 10.19
                                                                   -------------

                               FIRST AMENDMENT TO
                               ------------------

                              SEPARATION AGREEMENT
                              --------------------


         THIS FIRST AMENDMENT TO SEPARATION AGREEMENT (this "Amendment") is made
as of March 22, 2002, by and between First National Bank of Northern California,
a national banking association with its executive offices at 975 El Camino Real,
South San Francisco, California 94080 (the "Bank" or "Employer") and Paul B.
Hogan ("Employee").

                                    Recitals:
                                    ---------

         A.    The Bank and Employee entered into a Separation Agreement dated
December 5, 2001 (the "Agreement"), pursuant to which the Bank agreed to make
certain payments to Employee for a period of eighteen (18) months commencing
from November 1, 2001.

         B.    Paragraph 6 of the Agreement provides, among other matters, that
neither the Bank nor Employee shall make any derogatory statement about the
other and that, under certain circumstances, following binding arbitration as
described in Paragraph 12 of the Agreement, the Bank may be relieved of any
further obligation to make such payments.

         C.    The Bank and Employee wish to revise the provisions of Paragraph
12 of the Agreement in order to clarify certain of the remedies available to the
Bank in the event of a disagreement or dispute involving the interpretation or
application of Paragraph 6 of the Agreement.

         NOW THEREFORE, the parties hereto agree as follows:

         1.    Definitions. All capitalized terms used in this Amendment, unless
otherwise defined, shall have the meanings attributed to such terms in the
Agreement.

         2.    Restatement of Paragraph 12. Paragraph 12 of the Agreement is
hereby amended, revised and restated in its entirety and shall be worded as
follows:


               "12.   Arbitration. In the event either party believes that the
         other has violated any material provision of this Agreement, or in the
         event any other disagreement or dispute arises over the meaning or
         application of this Agreement, Employer and Employee agree that such
         controversy shall be fully and finally decided by binding arbitration
         before a single neutral arbitrator to take place in San Mateo County,
         California, on an accelerated basis, without right to decision by a
         jury and without right of appeal. The party making a claim shall
         describe that claim in writing with reasonable particularity in the
         form of a demand for arbitration and request for specific relief.
         Employer agrees to advance all costs of the arbitration and arbitrator.
         If any claim is made by Employer with respect to Employee's compliance
         with Paragraph 6 of this Agreement, then Employer shall be entitled, at

<PAGE>

         its sole option, to suspend all further payments to Employee under
         sub-paragraph 1(b) of this Agreement, pending completion of the
         arbitration. In the event Employer is deemed by the arbitrator to be
         the non-prevailing party in the arbitration, Employer shall also
         reimburse Employee's reasonable attorneys' fees in the amount
         determined by the arbitrator. In the event Employee is deemed by the
         arbitrator to be the non-prevailing party, Employee shall reimburse
         one-half (1/2) of the amounts advanced by Employer for the arbitrator
         and the arbitration. In the event Employee is deemed by the arbitrator
         to be the non-prevailing party, Employee shall also reimburse
         Employer's reasonable attorneys' fees in the amount determined by the
         arbitrator."

         3.    Effective Date. This Amendment shall be effective as of the date
first above written, subject to the condition that the Bank and Employee, and
legal counsel to Employee, shall have affixed their signatures to this Amendment
on or before March 31, 2002. Upon execution of this Amendment (not later than
March 31, 2002) by the Bank, Employee and legal counsel to Employee, all
payments heretofore required to have been made by the Bank to Employee pursuant
to sub-paragraph 1(b) of the Agreement, currently being held in a suspense
account at the Bank pending the execution of this Amendment, shall promptly be
released from said suspense account and delivered by the Bank to Employee. If
the Bank and Employee, and legal counsel to Employee, have not signed this
Amendment on or before March 31, 2002, this Amendment shall be void and without
force or effect as of such date.

         4.    Effect of Amendment. Except as amended as set forth in Section 2
above, and subject to Section 3 above, the Agreement shall be unchanged and
continue in effect.

         5.    Miscellaneous.
               -------------

               5.1    Governing Law. This Amendment shall be construed under and
         governed by the laws of the State of California. This Amendment shall
         be deemed to have been entered into and performed in South San
         Francisco, California. All questions of validity, interpretation or
         performance of any of the terms of this Amendment or any rights or
         obligations of Employee or the Bank shall be governed by California
         law.

               5.2    Counterparts. This Amendment may be executed in two or
         more counterparts, each of which shall be deemed an original, but all
         of which together shall constitute one and the same instrument.

               5.3    Headings. The headings and captions used in this Amendment
         are used only for convenience and are not to be considered in
         construing or interpreting this Amendment.

               5.4    Entire Agreement. This Amendment constitutes the entire
         agreement and understanding of the parties with respect to the subject
         matter hereof and supersedes any and all prior negotiations,
         correspondence, agreements, understandings duties or obligations
         between the parties with respect to the subject matter hereof.

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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.


EMPLOYER:                                   EMPLOYEE:


FIRST NATIONAL BANK
OF NORTHERN CALIFORNIA


By /s/ THOMAS C. MCGRAW                     /s/ PAUL B. HOGAN
   ----------------------------------       ------------------------------------
   Thomas C. McGraw                         Paul B. Hogan
   President and Chief Operating
   Officer

Address for notices:                        Address for notices:

975 El Camino Real                          1262 Glacier Avenue
South San Francisco, CA 94080               Pacifica, CA 94044


                                            Approved as to form by the
                                            undersigned, as legal counsel to
                                            Paul B. Hogan:


                                            /s/ JOSEPH P. STRETCH
                                            ------------------------------------
                                            Joseph P. Stretch
                                            Attorney at Law
                                            214 Grant Avenue
                                            San Francisco, CA 94108

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