FNB Bancorp ( OTCQB : FNBG ), parent company of First National Bank of Northern California (the "Bank"), and Valley Community Bank ( OTCBB : VCBC ), today jointly announced their signing of an Agreement and Plan of Reorganization and Merger whereby FNB Bancorp will acquire Pleasanton, California-based Valley Community Bank ("VCB"). Under the terms of the agreement, VCB shareholders will receive 0.1135 shares of FNB Bancorp common stock in return for each share of VCB common stock outstanding and VCB will merge with and into the Bank which will continue operations as "First National Bank of Northern California." VCB option holders will receive cash, net of applicable taxes withheld, for the value of any unexercised in-the-money stock options, as determined prior to the closing.