Exhibit 10.3 


UST Seq. No. 846 


UNITED STATES DEPARTMENT OF
THE TREASURY
1500 Pennsylvania Avenue, NW

Washington, D.C. 20220


February ____, 2009


Ladies and
Gentlemen:


          Reference
is made to that certain Letter Agreement incorporating the Securities Purchase
Agreement – Standard Terms dated of as of the date of this letter agreement
(the “Securities Purchase Agreement”)
between United States Department of Treasury (“Investor”)
and the company named on the signature page hereto (the “Company”). Investor and the Company desire
to amend the Securities Purchase Agreement as follows: 


          1.          Section
2.1(a) of the Securities Purchase Agreement is amended to read in its entirety
as follows:


                       “(a)          [Intentionally
Omitted.]”


          2.          Section
2.1(c) of the Securities Purchase Agreement is amended to read in its entirety
as follows:


             “(c)          “Previously
Disclosed” means information
set forth or incorporated in the Company’s Annual Report on Form 10-K for the
most recently completed fiscal year of the Company filed with the Primary
Federal Securities Regulator prior to the execution and delivery of this
Agreement (the “Last Fiscal Year”)
or in its other reports and forms filed with or furnished to the Primary
Federal Securities Regulator as contemplated under Sections 13(a), 14(a) or
15(d) of the Exchange Act on or after the last day of the Last Fiscal Year and
prior to the execution and delivery of this Agreement. “Primary Federal Securities Regulator”
means the SEC or the primary federal bank regulator with which the Company
files its reports, registration statements, proxy statements and other filings
under the Exchange Act. If the Company is required to make filings with a
Primary Federal Securities Regulator other than the SEC, all references in this
Agreement to the SEC shall be deemed to refer to the Company’s Primary Federal
Securities Regulator.”


          3.          The
definition of “Registrable Securities” in Section 4.5(l)(iv) of the Securities
Purchase Agreement is amended by adding the following sentence at the end
thereof:


“Notwithstanding
anything in this Section 4.5(l)(iv) to the contrary, Registrable Securities
shall not include any securities of the Company that are referred to in Section
3(a) of the Securities Act; provided, however, that in the event
that the Company’s Primary Federal Securities Regulator is not the SEC,
the Company shall take such actions (if any) as are provided for under such
Primary Federal Securities Regulator’s rules in order to permit the resale of
Registrable Securities by the Holders in accordance with such rules.”






          From
and after the date hereof, each reference in the Securities Purchase Agreement
to “this Agreement” or words of like import shall mean and be a reference to
the Agreement (as defined in the Securities Purchase Agreement) as amended by
this letter agreement and each reference in the Securities Purchase Agreement
to “this Securities Purchase Agreement” or words of like import shall mean and
be a reference to the Securities Purchase Agreement as amended by this letter
agreement.


          This
letter agreement will be governed by and construed in accordance with the
federal law of the United States if and to the extent such law is applicable, and
otherwise in accordance with the laws of the State of New York applicable to
contracts made and to be performed entirely within such State.


          This
letter agreement may be executed in any number of separate counterparts, each
such counterpart being deemed to be an original instrument, and all such
counterparts will together constitute the same agreement. Executed signature
pages to this letter agreement may be delivered by facsimile and such
facsimiles will be deemed sufficient as if actual signature pages had been
delivered. 


[Remainder of this page intentionally left
blank]






          IN
WITNESS WHEREOF, the parties have duly executed this letter agreement as of the
date first written above.


	
 

	
 

	
 


	
 

	
UNITED STATES DEPARTMENT OF

 THE TREASURY


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
COMPANY: FNB
 BANCORP


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 



	
 

	
 

	
Name:Thomas
 C. McGraw


	
 

	
 

	
Title:   Chief
 Executive Officer


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 



	
 

	
 

	
Name: David
 A. Curtis


	
 

	
 

	
Title:   Senior Vice
 President and 

             Chief Financial Officer