Exhibit 2.3
                                                                     -----------


                                  PRESS RELEASE
                                  -------------


        First National Bank to Acquire Business of Sequoia National Bank


     South San Francisco, Calif.--(Business Wire)--November 5, 2004. FNB Bancorp
(OTCBB:FNBG), a registered bank holding company and the parent of First National
Bank of Northern California, based in South San Francisco, California, and
Sequoia National Bank, based in San Francisco, California (OTCBB: SQNB), today
announced that Sequoia National Bank and First National Bank of Northern
California, together with Hemisphere National Bank, based in Miami, Florida,
have entered into an Acquisition Agreement dated November 5, 2004, whereby First
National Bank of Northern California would acquire all of the assets and San
Francisco-based banking operations of Sequoia National Bank. The all-cash
purchase price to be paid by First National Bank of Northern California in this
transaction is valued at approximately $11.7 million or $2.45 per share. Under
the terms of the Acquisition Agreement, Hemisphere National Bank would
simultaneously acquire the remaining national bank charter of Sequoia National
Bank, including Sequoia's regulatory authority to establish branch offices in
California, representing approximately $0.11 per share in additional
consideration (after estimated corporate taxes and other transaction related
expenses) to the Sequoia National Bank shareholders. The transaction will be
taxable to shareholders of Sequoia National Bank.

                                       44


     The Acquisition Agreement has been approved by the Boards of Directors of
all three banks. The closing of the transactions contemplated by the Acquisition
Agreement is presently expected to occur during the first quarter of 2005,
subject to the satisfaction of various conditions, including approval of the
shareholders of Sequoia National Bank, the receipt of all necessary bank
regulatory approvals, and other conditions customary for transactions of this
type.

     Peter T. Paul, Chairman and Chief Executive Officer of Sequoia National
Bank, stated: "We are pleased to announce a transaction that is beneficial to
our shareholders, employees and customers. The combination gives our customers
access to a larger branch network, a broader array of banking services and a
larger legal lending limit." Mr. Paul owns approximately 62% of the outstanding
common stock of Sequoia National Bank.

     Thomas C. McGraw, Chief Executive Officer of FNB Bancorp and First National
Bank of Northern California, stated: "This transaction provides us with a great
opportunity to offer our unique style of community banking to Sequoia's
customers and to better serve our existing customers who live and work in the
San Francisco marketplace. We have succeeded in San Mateo County for 41 years by
staying focused on our customers, employees and shareholders. That fundamental
commitment will guide our efforts as we enter San Francisco."

     First National Bank of Northern California had approximately $485 million
in total assets as of September 30, 2004, with eleven full-service banking
offices in San Mateo County, and the Web address for First National Bank of
Northern California is www.fnbnorcal.com. The common stock of FNB Bancorp is
quoted on the OTC Bulletin Board under the symbol "FNBG.OB."

                                       45


     Sequoia National Bank had approximately $66 million in total assets as of
September 30, 2004, with offices at 65 Post Street and 699 Portola Drive in San
Francisco. The common stock of Sequoia National Bank is quoted on the OTC
Bulletin Board under the symbol "SQNB.OB."

     Further information regarding this transaction may be obtained by reference
to the periodic reports filed by FNB Bancorp with the Securities and Exchange
Commission.

     Cautionary Statement: This release contains certain forward-looking
statements that are subject to risks and uncertainties that could cause actual
results to differ materially from those stated herein. Management's assumptions
and projections are based on their anticipation of future events and actual
performance may differ materially from those projected. Risks and uncertainties
which could impact future financial performance include, among others, (a)
competitive pressures in the banking industry; (b) changes in the interest rate
environment; (c) general economic conditions, either nationally or regionally or
locally, including fluctuations in real estate values; (d) changes in the
regulatory environment; (e) changes in business conditions or the securities
markets and inflation; (f) possible shortages of gas and electricity at utility
companies operating in the State of California, and (g) the effects of
terrorism, including the events of September 11, 2001, and thereafter, and the
conduct of war on terrorism by the United States and its allies. Therefore, the
information set forth herein, together with other information contained in the
periodic reports filed by FNB Bancorp with the Securities and Exchange
Commission, should be carefully considered when evaluating its business
prospects. FNB Bancorp undertakes no obligation to update any forward-looking
statements contained in this release.

For further information contact:

Thomas C. McGraw
Chief Executive Officer
Tel: (650) 875-4864     Fax: (650) 588-9695

James B. Ramsey
Senior Vice President and Chief Financial Officer
Tel: (650) 875-4862     Fax: (650) 588-9695

                                       46