FIRST AMENDMENT TO
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").
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
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 Ma