EXHIBIT 10.11


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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 MIKE WYMAN (hereinafter referred to as the "Executive").


                                   WITNESSETH:


         WHEREAS, the Executive is in the employ of the Company, serving as its
Chief Executive 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
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         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 subsidiaries reflected in the most recent

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         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.

                  2.1.3    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.

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                  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 be paid on the first day of
         the month for the next 239 months.

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                  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.

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

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         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, continuation of this Agreement would:

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                  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.

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         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

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                  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/ MICHAEL R. WYMAN                  By:    /s/ THOMAS MCGRAW
-----------------------------------          -----------------------------------
Michael R. Wyman                             Thomas McGraw

                                      Title: Secretary of the Board of Directors
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                                   SCHEDULE A
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                                   Mike Wyman
                            Salary Continuation Plan



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

                     1                             $ 67,764
                     2                             $141,518
                     3                             $221,792
                     4                             $309,161
                     5                             $404,252
                     6                             $507,748


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                             Beneficiary Designation

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

Primary: XXXXXXXXXXXXXXXXXXXXXXX

Contingent: XXXXXXXXXXXXXXXXXXXX

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/ MICHAEL R. WYMAN
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           Michael R. Wyman


Date: 2/4/97
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1/23/97


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