EXHIBIT 10.12

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                   (C)1997 Bank Compensation Strategies Group

This document is provided to assist your legal counsel in documenting your
specific arrangement. It is not a form to be signed, nor is it to be construed
as legal advice. Failure to accurately document your arrangement could result in
significant losses, whether from claims of those participating in the
arrangement, from the heirs and beneficiaries of participants, or from
regulatory agencies such as the Internal Revenue Service and the Department of
Labor. License is hereby granted to your legal counsel to use these materials in
documenting solely your arrangement.

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                   FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

                          SALARY CONTINUATION AGREEMENT


      THIS AGREEMENT is made this 20th day of December, 1996 by and between the
FIRST NATIONAL BANK OF NORTHERN CALIFORNIA, a national banking association
located in South San Francisco, California (hereinafter referred to as the
"Company'), and PAUL HOGAN (hereinafter referred to as the "Executive").

WITNESSETH:

      WHEREAS, the Executive is in the employ of the Company, serving as its
President & Chief Operating Officer, and

      WHEREAS, the experience, knowledge of the affairs of the Company, and
reputation and contacts in the industry of the Executive are so valuable that
assurance of the Executive's continued service is essential for the future
growth and profits of the Company, and it is in the best interest of the Company
to arrange terms of continued employment for the Executive so as to reasonably
assure the Executive's remaining in the Company's employment during the
Executive's lifetime or until the age of retirement; and
<PAGE>

      WHEREAS, it is the desire of the Company that the Executive's services be
retained as herein provided: and

      WHEREAS, the Executive is willing to continue in the employ of the Company
provided the Company agrees to pay to the Executive or the Executive's
beneficiaries certain benefits in accordance with the terms and conditions
hereinafter set forth.

      NOW, THEREFORE, in consideration of the services to be performed in the
future, as well as the mutual promises and covenants herein contained, it is
agreed as follows:

                                    Article 1
                                   Definitions


      1.1 Definitions. Whenever used in this Agreement, the following words and
phrases shall have the meanings specified:

            1.1.1 "Beneficiary" means the person or persons whom the Executive
      shall designate in a valid Beneficiary Designation to receive the benefits
      provided hereunder.

                  A Beneficiary Designation shall be valid only if: (1) it is in
      the form attached hereto and made a part hereof; and (2) it is received by
      the named Fiduciary and Plan Administrator prior to the Executive's death.

            1.1.2 "Change of Control" means: (a) any merger or consolidation of
      the Company in which the Company is not the surviving corporation; or (b)
      any sale, lease. exchange, mortgage, pledge, transfer or other disposition
      (in one transaction or a series of transactions) of any assets of the
      Company having an aggregate fair market value of 50% or more of the total
      value of the assets of the Company and its consolidated
<PAGE>

      subsidiaries reflected in the most recent balance sheet of the Company; or
      (c) any person (as such term is used in Sections 13(d) and 14(d)(2) of the
      Securities Exchange Act of 1934) becomes a beneficial owner, directly or
      indirectly, of securities of the Company representing 25% or more of the
      combined voting power of the Company's then outstanding securities.

            1.1.3 "Code" means the Internal Revenue Code of 1986, as amended.

            1.1.4 "Disability" means that the Executive is permanently disabled,
      due to an illness or injury, so that the Executive is unable to perform to
      a material degree his or her, current or later designated, duties as an
      Executive Officer of the Company. Such disability shall be determined by
      an independent physician in the event of physical disability or by an
      independent psychiatrist in the event of mental disability selected with
      the approval of the Company and the Executive; if they cannot agree on the
      selection, each shall submit a list of three physicians or psychiatrist as
      applicable, each shall strike two from the other's list, and the final
      choice shall be selected by lot (coin flip).

            1.1.5 "Involuntary Termination " means the Executive, during active
      service and prior to attaining Normal Retirement Age, has been notified by
      the Company, in writing, that he or she is being terminated as an employee
      of the Company for reasons other than an approved leave of absence,
      Termination for Cause, Voluntary Termination or Disability.

            1.1.6 "Named Fiduciary and Plan Administrator" means the Company.

            1.1.7 "Normal Retirement Age" means the Executive's 66th birthday.

            1.1.8 "Normal Retirement Date" means the later of the Executive's
      Normal Retirement Age or the date of Termination of Employment.
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            1.1.9 "Plan Year" means the Company's fiscal year.

            1.1.10 "Surviving Spouse" means the person (if any) who is legally
      married to the Executive on the date of the Executive's death.

            1.1.11 "Termination for Cause" means the Company's termination of
      the Executive's employment for reasons related to any of the following:
      (a) the Executive's willful breach of duty in the course of employment,
      unless waived by the Company: (b) dishonest or illegal conduct of the
      Executive; or (c) the habitual neglect by the Executive of the Executive's
      employment duties, unless waived by the Company.

            1.1.12 "Termination of Employment" means the Executive's ceasing to
      be employed by the Company for any reason whatsoever except for reason of
      an approved leave of absence.

            1.1.13 "Voluntary Termination" means the Executive, during active
      service and prior to attaining Normal Retirement Age, notifies the
      Company, in writing, that he or she is terminating his or her employment
      for any reason except: (a) an approved leave of absence: (b) Disability;
      (c) Termination for Cause; or (d) Involuntary Termination. If the Company
      does not receive written notice from the Executive, the Company in its
      sole and absolute discretion may make the determination of whether the
      termination was voluntary or involuntary.

            1.1.14 "Years of Service" means the total number of Plan Years
      during which the Executive is employed on a full-time basis by the
      Company, inclusive of any approved leaves of absence. Employed on a
      full-time basis means that the Executive is considered by the Company to
      be employed to work at minimum 40 hours a week which is determined on the
      first and last days of the Plan Year.
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                                    Article 2
                                Lifetime Benefits

      2.1 Normal Retirement Benefit. Upon a Termination of Employment on or
after the Normal Retirement Age for reasons other than death, the Company shall
pay to the Executive the benefit described in this Section 2.1.

            2.1.1 Amount of Benefit. The annual benefit under this Section 2.1
      is $100,000. The Company in its sole and absolute discretion may increase
      the benefit under this Section 2.I, however, the annual increase shall not
      exceed the federally determined cost of living index (U.S. Department of
      Labor Consumer Price Index) which is announced in the calendar year
      immediately preceding the year in which the change is to be made. Any
      increase in the annual benefit shall require the recalculation of the
      Vested Accrued Liability in Schedule A attached hereto. The annual benefit
      amount is calculated using the interest method of accounting, a 7.5%
      discount rate, annual compounding and annual payments .

            2.1.2 Payment of Benefit. The Company shall pay the annual benefit
      to the Executive in 12 equal monthly installments payable on the first day
      of each month commencing on the month following the Normal Retirement Date
      and continuing to be paid on the first day of the month for the next 239
      months.

            21.3 Benefit Increases. Commencing on the first anniversary of the
      first benefit payment, and continuing on each subsequent anniversary, the
      Company's Board of Directors. in its sole and absolute discretion, may
      increase the benefit.
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      2.2 Early Termination Benefit. Upon a Termination of Employment before the
Normal Retirement Age, and for reasons other than Voluntary Termination,
Termination for Cause, death, Disability or Change of Control, the Company shall
pay to the Executive the benefit described in this Section 2.2. Voluntary
Termination and Termination for Cause shall result in the Executive receiving no
benefits under this Agreement (see Sections 5.2 and 5.3).

            2.2.1 Amount of Benefit. If the Executive has completed at least one
      year of Service, the benefit under this Section 2.2 is the Vested Accrued
      Liability amount set forth in Schedule A determined in the plan year
      immediately preceding the Plan Year in which the Termination of Employment
      occurred. Schedule A shall be adjusted to reflect any benefit level
      increases determined by the Board of Directors under Section 2.1.1 prior
      to the Executive's Termination of Employment.

            2.2.2 Payment of Benefit. The Company shall pay a monthly benefit to
      the Executive in 240 equal monthly installments payable on the first day
      of each month commencing on the month following the Normal Retirement
      Date. The benefit amount is calculated using the interest method of
      accounting, a 7.5% discount rate, monthly compounding and monthly
      payments.

            2.2.3 Benefit Increases. Benefit payments shall be increased as
      provided in Section 2.1.3.

      2.3 Disability Benefit. If the Executive terminates employment for
Disability prior to the Normal Retirement Age, the Company shall pay to the
Executive the benefit described in this Section 2.3.
<PAGE>

            2.3.1 Amount of Benefit. The lump sum benefit under this Section 2.3
      is 100% of the Vested Accrued Liability amount set forth in Schedule A for
      the Plan Year immediately preceding the Plan Year in which the Executive's
      Termination of Employment occurred. Schedule A shall be adjusted to
      reflect any benefit level increases determined by the Board of Directors
      under Section 2.1.1 prior to the Executive's Termination of Employment.

            2.3.2 Payment of Benefit. The Company shall pay the annual benefit
      to the Executive in 12 equal monthly installments payable on the first day
      of each month commencing on the month following the Executive's
      Termination of Employment and continuing for 239 additional months. The
      annual benefit amount is calculated using the interest method of
      accounting, a 7.5% discount rate, annual compounding and annual payments.

            2.3.3 Benefit Increases. Benefit payments shall be increased as
      provided in Section 2.1.3.

      2.4 Change of Control Benefit. Upon a Termination of Employment within 12
months of a Change of Control, the Company shall pay to the Executive the
benefit described in this Section 2.4 in lieu of any other benefit under this
Agreement.

            2.4.1 Amount of Benefit. The annual benefit under this Section 2.3
      is the Normal Retirement Benefit that would have been paid under Section
      2.1 calculated as if the date of Termination of Employment were the Normal
      Retirement Date.

            2.4.2 Payment of Benefit. The Company shall pay the annual benefit
      to the Executive in 12 equal monthly installments payable on the first day
      of each month commencing on the month following the Termination of
      Employment and continuing to
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      be paid on the first day of the month for the next 239 months.

            2.4.3 Benefit increases. Benefit payments shall be increased as
      provided in Section 2.1.3.


                                    Article 3
                                 Death Benefits


      3.1 Death During Active Service. If the Executive dies while in the active
service of the Company. the Company shall pay to the Executive's beneficiary the
benefit described in this Section 3.1. If payable, the death benefit under this
Section 3.1 shall be in lieu of any benefits under Article 2.

            3.1.1 Amount of Benefit. The annual benefit under Section 3.1 is the
      lifetime benefit amount that would have been paid to the Executive under
      Section 2.1 calculated as if the date of the Executive's death were the
      Normal Retirement Date.

            3.1.2 Payment of Benefit. The Company shall pay the annual benefit
      to the Beneficiary in 12 equal monthly installments payable on the first
      day of each month commencing on the month following the Executive's death
      and continuing for 239 additional months.

      3.2 Death During Benefit Period. If the Executive dies after benefit
payments have commenced under this Agreement but before receiving all such
payments, the Company shall pay the remaining benefits to the Beneficiary at the
same time and in the same amounts they would have been paid to the Executive had
the Executive survived.
<PAGE>

                                    Article 4
                                  Beneficiaries

      4.1 Beneficiary Designations. The Executive shall designate a beneficiary
by filing a written designation with the Company. The Executive may revoke or
modify the designation at any time by filing a new designation. However,
designations will only be effective if signed by the Executive and accepted by
the Company during the Executive's lifetime. The Executive's beneficiary
designation shall be deemed automatically revoked if the Beneficiary predeceases
the Executive, or if the Executive names a spouse as beneficiary and the
marriage is subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's Surviving
Spouse, if any, and if none, to the Executive's surviving children and the
descendants of any deceased child by right of representation, and if no children
or descendants survive, to the Executive's estate.

      4.2 Facility of Payment. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person. The Company may require proof of incompetence,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit. Such distribution shall completely discharge the Company from all
liability with respect to such benefit.


                                    Article 5
                               General Limitations

      Notwithstanding any other provision of this Agreement to the contrary, the
Company's obligation to pay any benefit under this Agreement shall be limited by
the following:
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      5.1 Excess Parachute Payment. Benefits shall not be payable under this
Agreement to the extent the benefit would be an excess parachute payment under
Section 280G of the Code.

      5.2 Termination for Cause. No benefits shall be payable under this
Agreement, upon the Executive's Termination for Cause.

      5.3 Suicide. No benefits shall be payable under this Agreement, if the
Executive commits suicide within two years after the date of this Agreement.

      5.4 Misstatement. No benefits shall be payable under this Agreement, if
the Executive has made any material misstatement of fact on any application for
life insurance purchased by the Company which results in the Company being
denied its death benefit.


                                    Article 6
                          Claims and Review Procedures

      6.1 Claims Procedure. The Company shall notify the Executive or the
Beneficiary in writing, within ninety (90) days of his or her written
application for benefits, of his or her eligibility or ineligibility for
benefits under the Agreement. If the Company determines that the Executive or
the Beneficiary is not eligible for benefits or full benefits, the notice shall
set forth (1) the specific reasons for such denial, (2) a specific reference to
the provisions of the Agreement on which the denial is based, (3) a description
of any additional information or material necessary for the claimant to perfect
his or her claim, and a description of why it is needed, and (4) an explanation
of the Agreement's claims review procedure and other appropriate information as
to the steps to be taken if the Executive or the Beneficiary wishes to have the
claim reviewed. If the Company determines that there are special circumstances
requiring additional time to make a decision, the Company shall notify the
Executive or the Beneficiary of the special circumstances and the date by which
a decision is expected to be
<PAGE>

made, and may extend the time for up to an additional ninety-day period.

      6.2 Review Procedure. If the Executive or the Beneficiary is determined by
the Company not to be eligible for benefits, or if the Executive or the
Beneficiary believes that he or she is entitled to greater or different
benefits, the Executive or the Beneficiary shall have the opportunity to have
such claim reviewed by the Company by filing a petition for review with the
Company within sixty (60) days after receipt of the notice issued by the
Company. Said petition shall state the specific reasons which the Executive or
the Beneficiary believes entitle him or her to benefits or to greater or
different benefits. Within sixty (60) days after receipt by the Company of the
petition, the Company shall afford the Executive or the Beneficiary (and
counsel, if any) an opportunity to present his or her position to the Company
orally or in writing, and the Executive or the Beneficiary (or counsel) shall
have the right to review the pertinent documents. The Company shall notify the
Executive or the Beneficiary of its decision in writing within the sixty-day
period, stating specifically the basis of its decision. written in a manner
calculated to be understood by the Executive or the Beneficiary and the specific
provisions of the Agreement on which the decision is based. If, because of the
need for a hearing, the sixty-day period is not sufficient, the decision may be
deferred for up to another sixty-day period at the election of the Company, but
notice of this deferral shall be given to the Executive or the Beneficiary.


                                    Article 7
                           Amendments and Termination

      7.1 Generally. This Agreement may be amended or terminated only by a
written agreement signed by the Company and the Executive.

      7.2 Exception. Notwithstanding Section 7.1, the Company may amend or
terminate this Agreement at any time provided that, pursuant to legislative,
judicial or regulatory action,
<PAGE>

continuation of this Agreement would:

            7.2.1 Cause benefits to be taxable to the Executive prior to actual
      receipt; or

            7.2.2 Result in significant financial penalties or other material
      detrimental financial impact on the Company (other than the financial
      impact of paying the benefits)


                                    Article 8
                                  Miscellaneous


      8.1 Binding Effect. This Agreement shall bind the Executive and the
Company, and their beneficiaries, survivors, executors, administrators and
transferees.

      8.2 No Guaranty of Employment. This Agreement is not an employment policy
or contract. It does not give the Executive the right to remain an employee of
the Company, not does it interfere with the Company's right to discharge the
Executive. It also does not, require the Executive to remain an employee nor
interfere with the Executive's right to terminate employment at any time.

      8.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred. assigned, pledged, attached or encumbered in any manner.

      8.4 Reorganization. The Company shall not merge or consolidate into or
with another corporation, or reorganize, or sell substantially all of its assets
to another corporation, entity or person, unless and until such succeeding or
continuing corporation, entity or person agrees to assume and discharge the
obligations of the Company under this Agreement. Upon the occurrence of such
event, the term "Company", as used in this Agreement, shall be deemed to refer
to such successor or survivor corporation, entity or person.
<PAGE>

      8.5 Tax Withholding. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.

      8.6 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of the State of California, except to the extent preempted
by the laws of the United States of America.

      8.7 Unfunded Arrangement. The Executive and beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors. Any insurance on the Executive's life is a general
asset of the Company to which the Executive and beneficiary have no preferred or
secured claim.

      8.8 Entire Agreement. This Agreement constitutes the entire agreement
between the Company and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.

      8.9 Administration. The Company shall have powers which are necessary to
administer this Agreement, including but not limited to:

            8.9.1 Interpreting the provisions of the Agreement;

            8.9.2 Establishing and revising the method of accounting for the
      Agreement;

            8.9.3 Maintaining a record of benefit payments; and
<PAGE>

            8.9.4 Establishing rules and prescribing any forms necessary or
      desirable to administer the Agreement.

      IN WITNESS WHEREOF, the Executive and a duly authorized Company officer
have signed this Agreement.



EXECUTIVE:                          COMPANY:
                                    FIRST NATIONAL BANK OF
                                    NORTHERN CALIFORNIA


/s/ Paul B. Hogan                   By         /s/ Thomas McGraw
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Paul Hogan                          Title  Secretary of the Board of Directors
                                           -----------------------------------
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                                   SCHEDULE A

                                   Paul Hogan
                            Salary Continuation Plan



                     Plan Year               Accrued Liability
                     ---------               -----------------

                         1                       $37,337
                         2                       $77,973
                         3                       $122,202
                         4                       $170,340
                         5                       $222,733
                         6                       $279,757
                         7                       $341,822
                         8                       $409,372
                         9                       $482,894
                         10                      $562,914
                         11                      $650,007
                         12                      $744,798
                         13                      $847,968
                         14                      $960,257
<PAGE>

                             Beneficiary Designation

      I designate the following as beneficiary of the benefits under the Salary
Continuation Agreement following my death:

Primary:   XXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Contingent:   XXXXXXXXXXXXXXXXXXXXXXXXXX

Note: To name a trust as beneficiary, please provide the name of the trustee and
the exact date of the trust agreement.


I understand that I may change these beneficiary designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically revoked if the beneficiary predeceases me, or, if I have
named my spouse as beneficiary, in the event of the dissolution of our marriage.


Signature:  /s/ Paul B. Hogan
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Date: 2/4/97
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1/23/97