EXHIBIT 10.13

--------------------------------------------------------------------------------
                   (C)1999 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.

================================================================================

                   FIRST NATIONAL BANK OF NORTHERN CALIFORNIA
                          SALARY CONTINUATION AGREEMENT


      THIS AGREEMENT is made this 23rd day of December, 1999 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 JAMES B. RAMSEY (hereinafter referred to as the "Executive").
This Agreement shall be effective as of December 30, 1998. 1999

WITNESSETH:

      WHEREAS, the Executive is in the employ of the Company, serving as its
Senior Vice President & Chief Financial 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

      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:
<PAGE>

                                    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 percent or more of the
      total value of the assets of the Company and its consolidated 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 percent 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.

                                       2
<PAGE>

            1.1.8 "Normal Retirement Date" means the later of the Executive's
      Normal Retirement Age or the date of Termination of Employment.

            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.


                                    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. in lieu of any
other benefit under this Agreement.

            2.1.1 Amount of Benefit. The annual benefit under this Section 2.1
      is $50,000. The Company in its sole and absolute discretion may increase
      the benefit under this Section 2.1, 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 Schedule
      A attached hereto.

                                       3
<PAGE>

            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 with the month following the Normal Retirement
      Date. The annual benefit shall be paid to the Executive for 20 years.

            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.

      2.2 Early Termination Benefit. Upon Termination of Employment before
Normal Retirement Age, and for reasons other than Voluntary Termination,
Termination for Cause, death, Disability or Change of Control, and after
completing at least one Year of Service, the Company shall pay to the Executive
the benefit described in this Section 2.2. in lieu of any other benefit under
this agreement. If the executive has completed less than one Year of Service
pursuant to The above terms, the Executive will receive no benefit under 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. The benefit under this Section 2.2 is the
      Early Termination Annual Benefit set forth in Schedule A for the Plan Year
      ending immediately prior to the date in which Termination of Employment
      occurs. This benefit is determined by vesting the Executive in 100 percent
      of the Accrual Balance. 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. The Early
      Termination Annual Benefit is determined by calculating a fixed annuity
      which is payable in 20 annual equal installments, crediting interest on
      the unpaid balance of the Accrual Balance at an annual rate of 8.5 percent
      and monthly compounding.

            2.2.2 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 with the month following Normal Retirement Age.
      The annual benefit shall be paid to the Executive for 20 years.

            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 due to
Disability prior to the Normal Retirement Age, the Company shall pay to the
Executive the benefit described in this Section 2.3. in lieu of any other
benefit under this Agreement.

            2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the
      Disability Annual Benefit set forth in Schedule A for the Plan Year ending
      immediately prior to the date in which Termination of Employment occurs.
      This benefit is determined by vesting the

                                       4
<PAGE>

      Executive in 100 percent of the Accrual Balance. 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. The Disability Annual Benefit is determined by calculating a
      fixed annuity which is payable in 20 annual equal installments, crediting
      interest on the unpaid balance of the Accrual Balance at an annual rate of
      8.5 percent and monthly compounding.

            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 with the month following the Termination of
      Employment.

            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 change of Control Annual Benefit set forth in Section A for the
      Plan Year ending immediately prior to the date in which Termination of
      Employment occurs. This benefit is equal to the Normal Retirement Benefit
      that would have been paid under Section 2.1.

            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 with the month following the Termination of
      Employment. The annual benefit shall be paid to the Executive for 20
      years.

            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. This death benefit shall be in lieu of
any Lifetime Benefits in Article 2. under Article 2.

            3.1.1 Amount of Benefit. The annual benefit under Section 3.1 is the
      Normal Retirement Benefit that would have been paid 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

                                       5
<PAGE>

      commencing on the month following the Executive's death. The annual
      benefit shall be paid to the Executive's beneficiary for 20 years.

      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.


                                    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:

      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.

                                       6
<PAGE>

      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 any person or entity that
makes a claim under this Agreement (the "Claimant") in writing, within 90 days
of Claimant's written application for benefits, of his or her eligibility or
ineligibility for benefits under the Agreement If the Company determines that
the Claimant 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 Claimant 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 Claimant 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 90 days.

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


                                    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,



--------------------------------------------------------------------------------

                                       7
<PAGE>

continuation of this Agreement would (a) cause benefits to be taxable to the
Executive prior to actual receipt; or (b) 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, nor 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 company.

      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
<PAGE>

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

            (a) Interpreting the provisions of the Agreement;

            (b) Establishing and revising the method of accounting for the
      Agreement;

            (c) Maintaining a record of benefit payments; and

            (d) 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/ James B. Ramsey                 By         /s/ Michael R. Wyman
----------------------------           ------------------------------------
James B. Ramsey                     Title  Chairman of the Board
                                           --------------------------------


                                       9
<PAGE>

                                   SCHEDULE A

                   FIRST NATIONAL BANK OF NORTHERN CALIFORNIA
                          SALARY CONTINUATION AGREEMENT

                                 James B. Ramsey


                              Early            Disablity          Change of
                           Termination           Annual            Control
                              Annual            Benefit            Annual
  Plan       Accrual     Benefit Payable        Payable        Benefit Payable
  Year       Balance        At Age 66         Immediatley        Immediatley

    1        $37,123          $7,613             $3,866            $50,000
    2         77,527          14,607              8,074             50,000
    3        121,502          21,033             12,653             50,000
    4        169,395          26,938             17,637             50,000
    5        221,458          32,363             23,062             50,000
    6        278,155          37,347             28,967             50,000
    7        339,864          41,926             35,393             50,000
    8        407,028          46,134             42,387             50,000
    9        480,128          50,000             50,000             50,000


                                       10
<PAGE>

                             BENEFICIARY DESIGNATION

                   FIRST NATIONAL BANK OF NORTHERN CALIFORNIA
                          SALARY CONTINUATION AGREEMENT

                                 James B. Ramsey


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

Primary:  XXXXXXXXXXXXXXXXXX

--------------------------------------------------------------------------------

Contingent:   XXXXXXXXXXXXXXXXXXX

--------------------------------------------------------------------------------

Note:    To name a trust as beneficiary, please provide the name of the trustee
         and the exact name and 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, and our marriage is subsequently dissolved.



Signature:  /s/ James B. Ramsey
           -------------------------------


Date: December 23, 1999
      ------------------------------------



Accepted by the Company this 23rd day of December, 1999



By     /s/ Michael R. Wyman
   ---------------------------------------

Title       Chairman of the Board                              {Corporate Seal}
      ------------------------------------

                                       11