Exhibit 10.17

                              EMPLOYMENT AND CHANGE
                              OF CONTROL AGREEMENT

      THIS EMPLOYMENT AND CHANGE OF CONTROL AGREEMENT (this "Agreement") is made
and entered into this 1st day of July, 2004 by and among FNB Financial  Services
Corporation,  a North  Carolina  corporation  ("FNB"),  FNB  Southeast,  a North
Carolina commercial bank ("Bank"), and Pressley A. Ridgill ("Executive").

                                   BACKGROUND

      WHEREAS,  Executive is the Executive  Vice  President and Chief  Operating
Officer of FNB and pursuant hereto is employed as the President of the Bank, the
banking subsidiary of FNB; and

      WHEREAS,  the expertise and experience of Executive,  his knowledge of the
affairs of FNB, the Bank and the Bank's subsidiaries,  and his relationships and
reputation in the financial  institutions industry are extremely valuable to FNB
and the Bank; and

      WHEREAS,  it is  in  the  best  interests  of  FNB,  the  Bank  and  FNB's
shareholders to maintain an experienced  and sound executive  management team to
manage FNB and the Bank and to further FNB's  overall  strategies to protect and
enhance the value of its shareholders' investments; and

      WHEREAS,  FNB, the Bank and Executive  desire to enter into this Agreement
to establish the scope,  terms and conditions of  Executive's  employment by FNB
and the Bank.

      NOW,  THEREFORE,  in  consideration  of the  foregoing  and of the  mutual
covenants  and  agreements  set  forth  herein,  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

      1. Effective  Date. The effective time and date of this Agreement shall be
deemed to be 12:00:01  o'clock,  a.m., on the date of its making set forth above
(the "Effective Date").

      2. Definitions.  The following defined terms are defined in the referenced
Sections of this Agreement.

         Term                                       Section
         ----                                       -------
         Accrued Obligations                        Section 8(a)(i)(A)
         Base Salary                                Section 6(a)
         Bank Board                                 Section 6(a)
         Benefit Plans                              Section 6(c)
         Business                                   Section 12(a)
         Cause                                      Section 7(b)
         Change of Control                          Section 9(b)
         Change of Control Termination              Section 9(a)
         Change of Control Termination Date         Section 9(a)
         Code                                       Section 8(c)
         Continuing Period                          Section 9(c)(ii)
         Commissioner                               Section 14(d)
         Date of Termination                        Section 7(d)
         Disability                                 Section 7(a)
         Disability Effective Date                  Section 7(a)
         Effective Date                             Section 1
         Employment Period                          Section 4
         FDIC                                       Section 15(d)
         FNB Board                                  Section 6(a)
         FNB Group                                  Section 12(a)
         Group                                      Section 9(b)
         Incumbent Directors                        Section 9(b)
         ISOs                                       Section 8(c)


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<PAGE>

         1934 Act                                   Section 9(b)
         Notice of Termination                      Section 7(c)
         Other Benefits                             Section 8(a)(v)
         Options                                    Section 8(b)
         Person                                     Section 9(b)
         Remaining Employment Period                Section 8(a)(i)(B)
         Restricted Period                          Section 8(a)(iv)
         Welfare Benefit Plans                      Section 6(d)

      3.  Employment.  Executive is employed as the Executive Vice President and
Chief Operating  Officer of FNB and pursuant hereto is employed as the President
and Chief  Operating  Officer of the Bank. In addition,  Executive  shall be the
President and Chief  Executive  Officer of the  subsidiaries of the Bank and the
subsidiaries of FNB other than the Bank. Executive's  responsibilities,  duties,
prerogatives  and  authority  in  such  executive  offices,  and  the  clerical,
administrative  and other support staff and office  facilities  provided to him,
shall be those customary for persons holding such executive  offices of publicly
held corporations generally and of holding companies and institutions that are a
part  of the  financial  institution  industry  specifically.  In his  executive
capacities  Executive shall report to the Board of Directors of FNB or the Bank,
as applicable.

      4.  Employment  Period.  Unless  earlier  terminated  in  accordance  with
Sections 7 or 9 hereof,  Executive's employment shall be for a thirty (30) month
term  beginning as of the Effective Date and ending as of December 31, 2006 (the
"Employment Period").

      5. Extent of Service.  During the  Employment  Period,  and  excluding any
periods of vacation,  sick or other leave to which  Executive is entitled  under
this Agreement,  Executive agrees to devote reasonable attention and time to the
business and affairs of FNB and the Bank commensurate with his offices,  and, to
the extent  necessary to discharge  the  responsibilities  assigned to Executive
hereunder,  to use Executive's reasonable best efforts to perform faithfully and
efficiently his responsibilities and duties under this Agreement.

      6. Compensation and Benefits.

            (a) Base Salary.  During the Employment  Period, FNB and/or the Bank
will pay to  Executive a base salary at the rate of at least  $225,000  per year
("Base  Salary"),  less normal  withholdings,  payable in equal  monthly or more
frequent  installments as are customary under the Bank's payroll  practices from
time to time.  The  Compensation  Committee  of FNB's Board of  Directors  ("FNB
Board") shall review  Executive's  total  compensation  annually and in its sole
discretion may adjust  Executive's Base Salary from year to year, but during the
Employment  Period  neither the  Compensation  Committee,  the FNB Board nor the
Board of Directors of the Bank (the "Bank Board") may decrease  Executive's Base
Salary  below  $225,000,  and periodic  increases,  once  granted,  shall not be
subject to revocation.  The annual review of Executive's  total  compensation by
the  Compensation  Committee will consider,  among other things,  changes in the
cost of living, Executive's own performance and FNB's consolidated performance.

            (b) Incentive Plans.  During the Employment Period,  Executive shall
be entitled (i) to participate in all of executive management incentive plans of
FNB and/or the Bank, and any successor or substitute  plans; (ii) to participate
in  long-term  incentive  plans of FNB and/or  the Bank,  and any  successor  or
substitute plans; and (iii) to participate in all stock option,  stock grant and
similar  plans of FNB, and any  successor or  substitute  plans,  in each of the
foregoing cases in at least as favorable a manner as any participant, other than
the President and Chief Executive  Officer of FNB, who is a member of the senior
executive management of FNB and/or the Bank.

            (c) Savings and  Retirement  Plans.  During the  Employment  Period,
Executive  shall  be  entitled  to  participate  in  all  savings,  pension  and
retirement plans (including supplemental retirement plans), practices,  policies
and programs  applicable  generally to senior executive  employees of FNB and/or
the Bank (the  "Benefit  Plans"),  and on at least as  favorable  a basis as any
other participant,  other than the President and Chief Executive Officer of FNB,
who is a member of the senior executive management of FNB and/or the Bank.

            (d) Welfare Benefit Plans.  During the Employment Period,  Executive
and/or  Executive's   family,  as  the  case  may  be,  shall  be  eligible  for
participation in and shall receive all benefits under all welfare benefit plans,
practices,  policies  and programs  provided by FNB and/or the Bank  (including,
without limitation, medical, hospitalization,  prescription, dental, disability,
employee  life,  group  life,  accidental  death and  dismemberment,  and travel
accident  insurance  plans and programs) to the extent  applicable  generally to
senior executive employees ("Welfare Benefit Plans").


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<PAGE>

            (e)  Expenses.  During the  Employment  Period,  Executive  shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred by
Executive in accordance  with the policies,  practices and procedures of FNB and
the Bank to the extent applicable  generally to other senior executive employees
of FNB and/or the Bank.

            (f) Fringe and  Similar  Benefits.  During  the  Employment  Period,
Executive  shall be entitled to fringe  benefits in  accordance  with the plans,
practices,  programs and policies of FNB and the Bank in effect for their senior
executive employees.  In addition,  he shall be entitled to an annual automobile
allowance payment of $12,000.  FNB and the Bank shall pay the operating expenses
of such automobile.

            (g) Vacation,  Sick and Other Leave.  During the Employment  Period,
Executive  shall be entitled  annually to a minimum of twenty (20) business days
of paid  vacation and shall be entitled to those number of business days of paid
disability, sick and other leave specified in the employment policies of FNB and
the Bank. In addition,  Executive  shall receive up to five (5) business days of
paid leave to attend  continuing  education  programs in order to  maintain  his
status as a certified public accountant.

            (h)  Allocation.  FNB and the Bank  may  allocate  between  them for
accounting and taxation  purposes the payment of compensation to Executive under
this  Agreement  on the  basis  of  such  factors  as  they  deem  relevant  and
appropriate;  provided,  however,  that FNB and the Bank  shall be  jointly  and
severally  liable and obligated to fulfill all  obligations  to Executive  under
this Agreement.

      7.  Termination of Employment  (Other Than In Connection  With A Change Of
Control).

            (a) Death or  Disability.  Executive's  employment  with FNB and the
Bank shall terminate  automatically upon Executive's death during the Employment
Period.  If the FNB Board and the Bank  Board  determine  in good faith that the
Disability of Executive has occurred during the Employment  Period  (pursuant to
the  definition  of  Disability  set forth  below),  they may give to  Executive
written  notice in accordance  with Section 7(d) and 15(g) of this  Agreement of
their intention to terminate Executive's employment.  In such event, Executive's
employment with FNB and the Bank shall terminate effective on the 60th day after
receipt of such written notice by Executive (the "Disability  Effective  Date"),
provided that,  within the 30 days after such receipt,  Executive shall not have
returned to full-time  performance of Executive's  duties.  For purposes of this
Agreement,  "Disability"  shall mean the absence of Executive  from  Executive's
duties with FNB and the Bank on a full-time  basis for 90  consecutive  business
days as a result of incapacity due to mental or physical illness or injury which
is determined to be total and permanent by a physician selected by the FNB Board
and the Bank Board,  or the  insurers  of FNB and the Bank,  and  acceptable  to
Executive or Executive's  legal  representative,  which  acceptance shall not be
unreasonably  withheld,  subject  to (i) FNB's and the Bank's  obligations,  and
Executive's  rights,  under (A) the Americans with  Disabilities  Act, 42 U.S.C.
ss.ss. 1210 et seq., and (B) the Family and Medical Leave Act, 29 U.S.C.  ss.ss.
2601 et seq. (and the regulations  promulgated  under the foregoing  Acts),  and
(ii) the exclusion  from such 90 business day  calculation  of any business days
constituting  vacation  days under  Section 6(g) and any business  days which an
employee is  permitted to be absent  under the  disability,  sick or other leave
policies of FNB and the Bank.

            (b) Cause.  FNB and the Bank may  terminate  Executive's  employment
with FNB and the Bank for Cause.  For purposes of this Agreement,  "Cause" shall
mean:

                  (i)   the  willful  and  continued  failure  of  Executive  to
                        perform  substantially  Executive's  duties with FNB and
                        the Bank,  other than any such  failure  resulting  from
                        Disability,  after  a  written  demand  for  substantial
                        performance is jointly delivered to Executive by the FNB
                        Board and the Bank Board which  specifically  identifies
                        the  manner in which  the FNB  Board and the Bank  Board
                        believe that Executive has not  substantially  performed
                        Executive's duties;

                  (ii)  the willful  engaging by Executive in illegal conduct or
                        gross  misconduct  which is materially and  demonstrably
                        injurious to FNB and the Bank;

                  (iii) continued  insubordination with respect to directives of
                        the FNB Board  and/or the Bank Board after  receipt of a
                        written   warning  from  the   applicable   Board(s)  of
                        Directors with respect thereto; or

                  (iv)  a willful act by Executive which  constitutes a material
                        breach  of his  fiduciary  duty to FNB  and/or  the Bank
                        which is intended by Executive to injure the  reputation
                        or business of FNB and/or the Bank.


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<PAGE>

For  purposes  of  this  provision,  no act or  failure  to act on the  part  of
Executive  shall be  considered  "willful"  unless it is done,  or omitted to be
done, by Executive in bad faith or without  reasonable  belief that  Executive's
action or omission was in the best  interests  of FNB and the Bank.  Any act, or
failure to act, based upon authority given pursuant to resolutions  duly adopted
by the FNB Board or the Bank Board or based  upon the advice of counsel  for FNB
or the Bank shall be conclusively presumed to be done, or omitted to be done, by
Executive in good faith and in the best interests of FNB and the Bank and to not
constitute insubordination.

            (c) Notice of  Termination.  Any termination by FNB and the Bank for
Disability or Cause shall be  communicated by Notice of Termination to the other
party  thereto given in accordance  with Section  15(g) of this  Agreement.  For
purposes of this  Agreement,  a "Notice of  Termination"  means a written notice
which (i) indicates the specific termination  provision in this Agreement relied
upon, (ii) to the extent  applicable,  sets forth in reasonable detail the facts
and  circumstances  claimed to provide a basis for  termination  of  Executive's
employment  under  the  provision  so  indicated,  and  (iii)  if  the  Date  of
Termination (as defined below) is other than the date of receipt of such notice,
specifies the termination  date (which date shall be not more than 30 days after
the giving of such notice  except as otherwise  provided in Section  7(a)).  The
failure by FNB and the Bank to set forth in the Notice of  Termination  any fact
or circumstance  which contributes to a showing of Disability or Cause shall not
waive any right of Executive or FNB and the Bank hereunder or preclude Executive
or FNB and the Bank  from  asserting  such  fact or  circumstance  in  enforcing
Executive's or FNB's and the Bank's rights hereunder.

            (d)  Date  of  Termination.  "Date  of  Termination"  means  (i)  if
Executive's  employment is terminated by FNB and the Bank for Cause, the date of
receipt of the Notice of Termination or any later date specified therein, as the
case may be, (ii) if  Executive's  employment  is terminated by FNB and the Bank
other than for Cause or Disability or other than by reason of death, the date of
receipt of the Notice of  Termination,  and (iii) if  Executive's  employment is
terminated by reason of death or Disability,  the Date of  Termination  shall be
the date of death of Executive or the Disability Effective Date, as the case may
be.

      8.  Obligations  of FNB and  the  Bank  Upon  Termination  (Other  Than In
Connection With A Change Of Control).

            (a)  Other  Than For  Cause,  Death or  Disability.  If  during  the
Employment Period, FNB and the Bank shall terminate Executive's employment other
than for Cause,  death or  Disability,  (and,  in cases of Cause or  Disability,
other than in connection  with a Change of Control),  then in  consideration  of
Executive's services rendered prior to such termination;

                  (i)   FNB and the Bank  shall pay to  Executive  a lump sum in
                        cash  within 30 days after the Date of  Termination  the
                        aggregate of the following amounts:

                        A.    the sum of (1) Executive's Base Salary through the
                              Date of Termination to the extent not  theretofore
                              paid, and (2) any accrued  vacation and sick leave
                              pay,  in each case to the extent  not  theretofore
                              paid (the sum of the amounts  described in clauses
                              (1) and (2) shall be  hereinafter  referred  to as
                              the "Accrued Obligations"); and

                        B.    the amount  equal to the product of (1) the number
                              of days  remaining in the  Employment  Period from
                              and after the Date of Termination  (the "Remaining
                              Employment  Period"),  and  (2)  Executive's  Base
                              Salary divided by 365.

                  (ii)  for the  Remaining  Employment  Period,  or such  longer
                        period  as  may  be   provided   by  the  terms  of  the
                        appropriate plan,  program,  practice or policy, FNB and
                        the Bank shall continue to provide

benefits to Executive  and/or  Executive's  family at least equal to those which
would have been  provided to them in accordance  with the Welfare  Benefit Plans
described in Section 6(d) of this  Agreement if  Executive's  employment had not
been terminated;  provided,  however, that if Executive becomes re-employed with
another  employer  and is eligible to receive  substantially  the same  benefits
under the other  employer's  plans as Executive  would receive under the Welfare
Benefit Plans under this item (ii), the benefits under the Welfare Benefit Plans
shall be secondary to those  provided under such other  employer's  plans during
such applicable period of eligibility.  For purposes of determining  eligibility
and  years-of-service  credit (but not the time of  commencement of benefits) of
Executive for retiree benefits pursuant to such Welfare Benefit Plans, Executive


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<PAGE>

shall  be  considered  to  have  remained  employed   throughout  the  Remaining
Employment Period and to have retired on the last day of such period; and

                  (iii) to the extent not theretofore paid or provided,  FNB and
                        the Bank shall  timely pay or provide to  Executive  any
                        other  amounts  or  benefits  required  to  be  paid  or
                        provided  herein  or  which  Executive  is  eligible  to
                        receive  under  any  Welfare  Benefit  Plan or any other
                        plan,  program,   policy  or  practice  or  contract  or
                        agreement  of FNB or the Bank (such  other  amounts  and
                        benefits shall be hereinafter  referred to as the "Other
                        Benefits");

                  (iv)  provided, however, that notwithstanding any provision of
                        this Agreement to the contrary,  Executive shall forfeit
                        his right to  receive,  or, to the extent  such  amounts
                        have previously  been paid to Executive,  shall repay in
                        full to FNB and the Bank,  with interest at 8% per annum
                        within 30 days of a final  determination  of Executive's
                        liability  therefor as set forth  below,  the sum of the
                        amounts described in Section  8(a)(i)(A) and (B) of this
                        Agreement  if any time during the  Employment  Period or
                        the  Remaining   Employment   Period  (the   "Restricted
                        Period")  Executive  violates the restrictive  covenants
                        set  forth  in  Section  12  of  this   Agreement.   Any
                        determination  of whether  Executive  has violated  such
                        covenants  shall be made by  arbitration  in Greensboro,
                        North Carolina under the Rules of Commercial Arbitration
                        (the "Rules") of the American  Arbitration  Association,
                        which Rules are deemed to be  incorporated  by reference
                        herein.

            (b) Death.  If  Executive's  employment  is  terminated by reason of
Executive's death during the Employment  Period,  this Agreement shall terminate
without  further  obligations to Executive's  legal  representatives  under this
Agreement, except that; (i) Accrued Obligations shall timely be paid as provided
below;  (ii) Other Benefits shall be timely paid or provided as described below;
(iii) all stock options ("Options")  previously granted to Executive that vested
at or prior to the Date of Termination  shall remain  exercisable for the longer
of twelve (12) months and the exercise period in effect immediately prior to the
Date of  Termination;  (iv) all  Options  previously  granted to  Executive  and
scheduled to vest in the year of death shall immediately vest and be exercisable
for the exercise period set forth in the applicable  grants; and (v) Executive's
rights to all benefits  under all Benefit Plans that are  "non-qualified"  plans
shall be 100% vested,  regardless of Executive's age or years of service, at the
time of  Executive's  death.  Accrued  Obligations  shall be paid to Executive's
estate or  beneficiary,  as applicable,  in a lump sum in cash within 30 days of
the Date of Termination.  With respect to the provision of Other  Benefits,  the
term Other  Benefits as utilized in this  Section  8(b) shall  include,  without
limitation,  and Executive's  estate and/or  beneficiaries  shall be entitled to
receive, all benefits under FNB's and the Bank's plans, programs,  practices and
policies  relating to death  benefits,  if any, as are  applicable  generally to
senior executive employees of FNB and/or the Bank and their  beneficiaries,  and
on the same basis as such senior  executive  employees and their  beneficiaries.
Without limiting the foregoing,  for one (1) year after  Executive's  death, FNB
and the Bank shall pay any premium  required for any "qualified  beneficiary" to
continue his or her health care  coverage in accordance  with Title1,  Part 6 of
the Employee Retirement Security Act of 1974, as amended.

            (c) Disability. If Executive's employment is terminated by reason of
Executive's  Disability  during the  Employment  Period,  this  Agreement  shall
terminate  without  further  obligations to Executive,  except that: (i) Accrued
Obligations shall be timely paid as provided below; (ii) Other Benefits shall be
timely  paid or  provided  as  described  below;  (iii)  all  Options  that  are
"incentive stock options" ("ISOs"),  as described in Section 422 of the Internal
Revenue Code of 1986,  as amended (the  "Code"),  and that vested at or prior to
the Date of Termination  shall remain  exercisable for the lesser of twelve (12)
months and the period of  exercise  in effect  immediately  prior to the Date of
Termination;  (iv) all Options  previously  granted and scheduled to vest in the
year in which  the Date of  Termination  occurs  shall  immediately  vest and be
exercisable  (A) in the case of ISOs,  for twelve  (12)  months from the Date of
Termination,  and (B) in the case of Options that are not ISOs, for the exercise
period set forth in the applicable  grant; and (v) all other Options that vested
at or prior to the Date of Termination  shall remain  exercisable for the period
of  exercise in effect  immediately  prior to the Date of  Termination.  Accrued
Obligations  shall be paid to  Executive in a lump sum in cash within 30 days of
the Date of Termination.  With respect to the provision of Other  Benefits,  the
term Other  Benefits as utilized in this  Section  8(c) shall  include,  without
limitation,  and Executive  shall be entitled  after the Date of  Termination to
receive,  all disability and other benefits under all Welfare  Benefit Plans and
all other plans, programs,  practices, and policies of FNB and the Bank relating
to disability, if any, as are applicable generally to senior executive employees
of FNB and/or the Bank and their families,  and on the same basis as such senior
executive employees and their families.


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<PAGE>

            (d) Cause. If Executive's  employment  shall be terminated for Cause
during the Employment  Period,  this Agreement shall  terminate  without further
obligations to Executive,  except that (i) the Accrued Obligations shall be paid
in a lump sum in cash within 30 days of the Date of Termination,  and (ii) Other
Benefits  shall be paid or  provided  in a timely  manner,  in each  case to the
extent theretofore unpaid; provided, however, that Executive's right to continue
to  participate  in  Welfare  Benefit  Plans  shall  terminate  on the  30th day
following the Date of Termination,  subject to his rights under the Consolidated
Omnibus Budget Reconciliation Act of 1985, 29 U.S.C. ss.ss. 1161 et seq.

      9. Termination In Connection With a Change of Control.

            (a) Change of  Control  Termination.  In the event  that  during the
Employment Period, FNB and the Bank terminate Executive's employment, other than
for  Cause  of  Disability,   require   Executive  to  perform  its  duties  and
responsibilities   from  a  location  other  than  FNB's  executive  offices  in
Greensboro, North Carolina or reduce his duties, responsibilities,  prerogatives
and  authority  as set  forth in  Section  3, in any such case at the time of or
within  one (1) year  after a Change  of  Control  (each a  "Change  of  Control
Termination"),  Executive shall be entitled to receive the payments and benefits
specified  in this  Section  9. The date on which FNB and the Bank or  Executive
receives  notice  in  accordance  with  Section  15(g)  of a Change  of  Control
Termination shall be deemed the "Change of Control Termination Date."

            (b) Definition of Change of Control.  A "Change of Control" shall be
deemed to have  occurred  upon (i) any  "Person"  or "Group"  (as  defined in or
pursuant to Sections 13(d) and 14(d) of the Securities  Exchange Act of 1934, as
amended (the "1934 Act"),  but not including  FNB, the Bank,  any  subsidiary of
either  FNB or the  Bank,  or any  "employee  benefit  plan" (as  defined  in or
pursuant to the Employee  Retirement  Income Security Act of 1974, 29 U.S.C. ss.
1002(3), and as used herein "Person" or "Group") becoming the "beneficial owner"
(as defined in Rule 13d-3 under the 1934 Act) or  otherwise  acquiring  control,
directly or indirectly,  of securities of FNB representing  twenty-five  percent
(25%) or more of the voting power of FNB's then outstanding securities; (ii) the
acquisition by any Person or Group in any manner of the ability to elect,  or to
control the election,  of a majority of the directors of FNB or the Bank;  (iii)
the merger of FNB or the Bank into another entity, the merger of any entity into
FNB or the Bank or the  acquisition  of assets  by FNB or the Bank,  in any such
case with the result that the beneficial owners of FNB's outstanding  securities
immediately  prior to such  transaction do not  beneficially own more that sixty
percent (60%) of FNB's  outstanding  securities  after the  consummation of such
transaction; (iv) the sale or other transfer of more than fifty percent (50%) of
the  assets of FNB or the Bank to any  entity  not  controlled  by FNB;  (v) the
consummation  of any  transaction  by FNB or the Bank  that  results  (A) in the
majority  of either the FNB Board or the Bank Board  after the  consummation  of
such transaction not being composed of Incumbent Directors or (B) the beneficial
owners of FNB's outstanding  securities immediately prior to the consummation of
such a  transaction  not  beneficially  owning more than sixty  percent (60%) of
FNB's outstanding  securities after such transaction;  or (vi) the occurrence of
any  other  event  or  circumstance  which  is not  described  in the  foregoing
provisions  of this  Section  9(b) but which the FNB  Board  determines  affects
control of FNB and/or the Bank and  constitutes a Change of Control for purposes
of this Agreement.  The term "Incumbent Director" shall mean any director who as
of the  Effective  Date was a member of the FNB Board or the Bank Board,  or any
individual  becoming a member of the FNB Board or the Bank Board  subsequent  to
the Effective Date whose election by FNB's shareholders or by the shareholder of
the Bank, as applicable,  was  recommended by at least  two-thirds  (2/3) of the
then  Incumbent  Directors  on the FNB Board or the Bank Board,  as  applicable.
Notwithstanding  the  foregoing,  a Change  of  Control  shall not  include  any
transaction to which Executive  consents in a writing  specifically  noting this
provision of this Agreement.

            (c)  Change  Of  Control  Payments  and  Benefits.  Upon a Change of
Control Termination:

                  (i)   FNB and the Bank shall pay to Executive in a lump sum in
                        cash  within  30 days  after  the date of the  Change In
                        Control  Termination Date the aggregate of the following
                        amounts:

                        (A)   the sum of the Accrued Obligations;

                        (B)   an  amount  equal  to  2.99  times  the  total  of
                              Executive's Base Salary;

                        (C)   the  product  of (x)  Executive's  aggregate  cash
                              bonus for the last completed fiscal year,  whether
                              paid under Section 6 above and/or  otherwise  paid
                              to Executive, and (y) a fraction, the numerator of
                              which is the number of days in the current  fiscal
                              year  through  the  Date of  Termination,  and the
                              denominator of which is 365; and


                                       28
<PAGE>

      (ii) for the number of days  remaining in the  Employment  Period from and
      after the Change of Control Termination Date (the "Continuing Period"), or
      such  longer  period as may be  provided  by the terms of the  appropriate
      plan,  program,  practice  or  policy,  FNB and the  Bank  shall  continue
      benefits to Executive  and/or  Executive's  family at least equal to those
      which  would have been  provided  to them in  accordance  with the Welfare
      Benefit Plans  described in Section 6(d) of this  Agreement if Executive's
      employment had not been terminated;  provided,  however, that if Executive
      becomes  reemployed  with  another  employer  and is  eligible  to receive
      substantially  the same  benefits  under  the  other  employer's  plans as
      Executive  would receive  under the Welfare  Benefit Plans under this item
      (ii), the benefits  under the Welfare  Benefit Plans shall be secondary to
      those  provided  under such other plans during such  applicable  period of
      eligibility.  For purposes of determining eligibility and years-of-service
      credit (but

      not the  time of  commencement  of  benefits)  of  Executive  for  retiree
      benefits  pursuant  to such  Welfare  Benefit  Plans,  Executive  shall be
      considered to have remained  employed through the Continuing Period and to
      have retired on the last day of such period; and

                  (iii) all Options  previously  granted to  Executive  that are
                        unvested  as of the Change of Control  Termination  Date
                        shall  be   deemed   vested,   fully   exercisable   and
                        non-forfeitable as of the Change of Control  Termination
                        Date (provided,  however, that Options granted less than
                        six (6) months before the Change of Control  Termination
                        Date  shall  not be  exercisable  until  the  first  day
                        subsequent to the six (6) months  following  their dates
                        of grant) and all  previously  granted  Options that are
                        vested,  but  unexercised,  on  the  Change  of  Control
                        Termination Date shall remain exercisable,  in each case
                        for  the  period  during  which  they  would  have  been
                        exercisable   absent  the   termination  of  Executive's
                        employment; and

                  (iv)  Executive's  benefits  under all Benefit  Plans that are
                        non-qualified plans shall be 100% vested,  regardless of
                        Executive's age or years of service, as of the Change of
                        Control Termination Date; and

                  (v)   Notwithstanding the foregoing provisions of this Section
                        9,   Executive   may  waive  and   release  any  amount,
                        distribution,  acceleration  of vesting  or other  right
                        described in this Section 9, in whole or part, such that
                        the  aggregate  of  all  payments,   distributions   and
                        benefits received by him shall not constitute an "excess
                        parachute payment" within the meaning of Section 280G of
                        the Code  subject to the  excise tax  imposed by Section
                        4999 of the Code.

      10.  Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or
limit  Executive's  continuing  or future  participation  in any plan,  program,
policy,  or  practice  provided by FNB or the Bank and for which  Executive  may
qualify,  nor shall  anything  herein limit or  otherwise  affect such rights as
Executive may have under any contract or agreement with FNB or the Bank. Amounts
which are vested  benefits or which  Executive is otherwise  entitled to receive
under any plan, policy, practice or program of or any contract or agreement with
FNB or the Bank at or subsequent to a Date of  Termination  or Change of Control
Termination Date shall be payable in accordance with such plan, policy, practice
or program or such contract or agreement  except as explicitly  modified by this
Agreement.

      11. Full Settlement.  FNB's and the Bank's obligation to make the payments
provided  for in this  Agreement  and  otherwise  to perform  their  obligations
hereunder  shall  not be  affected  by any  set-off,  counterclaim,  recoupment,
defense or other  claim,  right or action which FNB or the Bank may have against
Executive or others. In no event shall Executive be obligated to seek


                                       29
<PAGE>

other  employment  or take any other action by way of  mitigation of the amounts
payable to Executive  under any of the provisions of this  Agreement;  provided;
however,  that Executive's right to receive benefits under Welfare Benefit Plans
to the  extent  that  Executive  obtains  other  employment  shall be limited as
provided  in  Sections  8(a)(ii).  FNB and the  Bank  agree to  recognize  as an
indebtedness  to Executive and shall pay as incurred all legal fees and expenses
which Executive may reasonably  incur as a result of any contest  (regardless of
the outcome thereof) by FNB and the Bank, Executive or others of the validity or
enforceability  of, or liability  under,  any provision of this Agreement or any
guarantee  of  performance  thereof  (including  as a result of any  contest  by
Executive about the amount of any payment pursuant to this  Agreement),  plus in
each case  interest  on any delayed  payment at the  "applicable  federal  rate"
provided for in Section 7872(f)(2)(A) of the Code.

      12. Covenants.

            (a) Covenant Not to Compete. During the Restricted Period, Executive
shall not, within the geographic  areas composed of the circles  surrounding the
Bank's existing banking offices,  with each circle having the applicable banking
office  as its  center  point  and a  radius  of  twenty-five  (25)  miles  (the
"Territory"),  directly or indirectly,  in any capacity, render his services, or
engage or have a financial  interest in, any business that shall be  competitive
with any of those  business  activities  in  which  FNB,  the Bank or any of the
Bank's  subsidiaries  (the  "FNB  Group")  is  engaged  as of the  date  of this
Agreement,  which business  activities include the provision of banking services
(collectively, the "Business"); provided, however, that Executive's ownership of
less than five percent (5%) of the outstanding  securities of any entity engaged
in the Business that has a class of securities  listed on a securities  exchange
or  qualified  for  quotation  on any  over-the-counter  market  shall  not be a
violation of the foregoing.

            (b) Covenant Not to Solicit Customers. During the Restricted Period,
within the Territory  Executive shall not, directly or indirectly,  individually
or on behalf of any other person or entity  (other than FNB or the Bank),  offer
to provide banking  services to any person,  partnership,  corporation,  limited
liability company, or other entity who is or was (i) a customer of any member of
the FNB Group during any part of the twelve (12) month period  immediately prior
to the Date of Termination,  or (ii) a potential  customer to whom any member of
the FNB Group offered to provide banking  services during any part of the twelve
(12) month period immediately prior to the Date of Termination.

            (c) Covenant Not to Solicit Employees. During the Restricted Period,
within the Territory  Executive shall not, directly or indirectly,  individually
or on behalf of any other person or entity, solicit, recruit or entice, directly
or  indirectly,  any  employee  of any  member  of the FNB  Group to  leave  the
employment  of  such  member  to  work  with   Executive  or  with  any  person,
partnership,  corporation,  limited  liability company or other entity with whom
Executive is or becomes affiliated or associated.

            (d)  Reasonableness of Scope and Duration.  The parties hereto agree
that the covenants and agreements contained in this Section 12 are reasonable in
their time,  territory and scope, and they intend that they be enforced,  and no
party  shall raise any issue of the  reasonableness  of the time,  territory  or
scope of any such covenants in any proceeding to enforce any such covenants.

            (e) Enforceability. Executive agrees that monetary damages would not
be a sufficient  remedy for any breach or threatened breach of the provisions of
this Section 12, and that in addition to all other rights and remedies available
to FNB and the  Bank,  they  shall  be  entitled  to  specific  performance  and
injunctive  or other  equitable  relief  as a  remedy  for any  such  breach  or
threatened breach.

            (f)  Separate   Covenants  and   Severability.   The  covenants  and
agreements  contained  in this  Section 12 shall be  construed  as separate  and
independent  covenants.  Should any part or  provision  of any such  covenant or
agreement  be held  invalid,  void or  unenforceable  in any court of  competent
jurisdiction,  no other part or  provision of this  Agreement  shall be rendered
invalid,  void or unenforceable by a court of competent  jurisdiction,  no other
part  or  provision  of  this  Agreement  shall  be  rendered  invalid,  void or
unenforceable as a result.  If any portion of the foregoing  provisions is found
to be invalid  or  unenforceable  by a court of  competent  jurisdiction  unless
modified,  it is the  intent  of the  parties  that  the  otherwise  invalid  or
unreasonable term shall be reformed,  or a new enforceable term provided,  so as
to most closely effectuate the provisions as is validly possible.

            (g) Inapplicability.  The provisions of this Section 12 shall not be
operative  upon, or be in any way enforceable  against  Executive at or after, a
Change of Control Termination or a termination of Executive's  employment by FNB
and the Bank other than for Cause,  death or  Disability  (i.e.,  a  termination
without Cause).

      13. Assignment and Successors.


                                       30
<PAGE>

            (a)  Executive.  This Agreement is personal to Executive and without
the  prior  written  consent  of FNB and the Bank  shall  not be  assignable  by
Executive  otherwise than by will or the laws of descent and distribution.  This
Agreement shall inure to the benefit of and be enforceable by Executive's  legal
representatives.

            (b) FNB and the Bank.  This Agreement  shall inure to the benefit of
and be  binding  upon FNB and the  Bank  and  their  respective  successors  and
assigns.  Each of FNB and the Bank will  require  any  successor  to it (whether
direct  or  indirect,  by stock  or asset  purchase,  merger,  consolidation  or
otherwise)  to all or  substantially  all of its  business  or more  than  fifty
percent  (50%) of its  assets to assume  expressly  and  agree to  perform  this
Agreement  in the same  manner and to the same  extent it would be  required  to
perform it if no such  succession  had taken place.  As used in this  Agreement,
"FNB" and the "Bank" shall mean FNB and the Bank as hereinbefore defined and any
successor  to their  respective  businesses  and/or  assets as  aforesaid  which
assumes and agrees to perform this Agreement by Operation of law, or otherwise.

      14. Regulatory  Intervention.  Not withstanding anything in this Agreement
to the contrary,  the  obligations  of FNB and the Bank under this Agreement are
subject to the following terms and conditions:

            (a) If the Executive is suspended and/or temporarily prohibited from
participating  in the conduct of FNB's or the Bank's  affairs by a notice served
under Section 8(e)(3) or (1) of the Federal Deposit Insurance Act (12 U.S.C. ss.
1818(e)(3)  and  (g)(1)),  FNB's  or  the  Bank's  obligations   hereunder,   as
applicable,  shall be  suspended  as of the date of  service  unless  stayed  by
appropriate  proceedings.  If the  charges in the notice are  dismissed,  all of
FNB's and the Bank's obligations which were suspended shall be reinstated.

            (b) If  Executive  is removed  and/or  permanently  prohibited  from
participating  in the conduct of FNB's or the Bank's  affairs by an order issued
under Section 8(e)(4) or (g)(1) of the Federal Deposit  Insurance Act (12 U.S.C.
ss.  1818 (e)(4) and  (g)(1)),  all  obligations  of FNB and the Bank under this
Agreement  shall  terminate as of the  effective  date of the order,  but vested
rights of the parties shall not be affected.

            (c) If the Bank is in default (as defined in Section  3(x)(1) of the
Federal Deposit  Insurance Act (12 U.S.C.  ss. 1813 (X)(1)),  all obligations of
the Bank under this Agreement shall terminate as of the date of default, but any
vested rights of Executive shall not be affected.

            (d) All  obligations  of the  Bank  under  this  Agreement  shall be
terminated  except to the extent determined that continuation of the contract is
necessary  for the  continued  operation of the Bank, if so ordered by the North
Carolina  Commissioner  of Banks (the  "Commissioner")  at the time the  Federal
Deposit  Insurance  Corporation  ("FDIC")  enters into an  agreement  to provide
assistance to or on behalf of the Bank under the authority  contained in Section
13 (c) of the Federal Deposit  Insurance Act (12 U.S.C. ss.  1823(c)),  or if so
ordered by the  Commissioner at the time the FDIC approves a supervisory  merger
to  resolve  problems  related  to  operation  of the  Bank or when  the Bank is
determined  by the  Commissioner  to be in an unsafe or unsound  condition.  Any
rights of  Executive  that shall have vested under this  Agreement  shall not be
affected by such action.

            (e) With regard to the provisions of this Section 14(a) through (d):

                  (i)   FNB and the Bank  agree to use  their  best  efforts  to
                        oppose any such  notice of charges as to which there are
                        reasonable defenses;

                  (ii)  In the  event the  notice of  charges  is  dismissed  or
                        otherwise resolved in manner that will permit FNB and/or
                        the  Bank to  resume  its or  their  obligations  to pay
                        compensation   hereunder,   FNB  and/or  the  Bank  will
                        promptly make such payment hereunder; and

      (iii) During any period of  suspension  under  Section  14(a),  the vested
      rights of Executive shall not be affected  except to the extent  precluded
      by such notice.

            (f) The Bank's obligations to provide compensation or other benefits
to Executive  under this Agreement  shall be terminated or limited to the extent
required  by the  provisions  of any  final  regulation  or  order  of the  FDIC
promulgated  under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C.
ss. 1828(k)) limiting or prohibiting any "golden  parachute  payment" as defined
therein, but only to the extent that the compensation or payments to be provided
by the Bank under this Agreement are so prohibited or limited.

            (g) It is intended by FNB, the Bank and  Executive  that if only one
of FNB and the Bank is prohibited  from  fulfilling its  obligations  under this
Agreement in any of the circumstances described in the above


                                       31
<PAGE>

provisions of this Section 14 (whether for a period or  permanently),  the other
shall remain obligated to fulfill all obligations of FNB and the Bank under this
Agreement.

      15. Miscellaneous.

            (a) No Mitigation.  Executive  shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment
or otherwise and, except as provided in Sections 8(a)(ii), no such payment shall
be offset or reduced by the amount of any  compensation or benefits  provided to
Executive in any subsequent employment.

            (b)  Waiver.  Failure  of  either  part  to  insist,  in one or more
instances,  on performance by the other in strict  accordance with the terms and
conditions of this Agreement shall not be deemed a waiver or  relinquishment  of
any right  granted in this  Agreement or of the future  performance  of any such
term or condition or of any other term or  condition of this  Agreement,  unless
such waiver is contained in a writing signed by the party making the waiver.

            (c) Severability. If any provision or covenant, of any part thereof,
of this  Agreement  should  be held  by any  court  to be  invalid,  illegal  or
unenforceable,  either  in whole  or in part,  such  invalidity,  illegality  or
unenforceability shall not affect the validity,  legality  enforceability of the
remaining provisions or covenants,  or any part thereof, of this Agreement,  all
of which shall remain in full force and effect.

            (d) Other Agents.  Nothing in this Agreement is to be interpreted as
limiting  FNB or the Bank  from  employing  other  personnel  on such  terms and
conditions as may be satisfactory to it.

            (e) Entire  Agreement.  Except as provided  herein,  this  Agreement
contains the entire agreement among FNB, the Bank and Executive, with respect to
the subject matter hereof and supercedes and invalidates any previous employment
and severance agreements or contracts

with Executive. No representations, inducements, promises or agreements, oral or
otherwise, which are not embodied herein, shall be of any force of effect.

            (f) Governing  Law.  Except to the extent  preempted by federal law,
the laws of the State of North  Carolina  shall  govern  this  Agreement  in all
respects,  whether as to its validity,  construction,  capacity,  performance or
otherwise.

            (g) Notices. All notices, requests, demands and other communications
required or permitted  hereunder shall be in writing and shall be deemed to have
been duly given if  delivered or seven (7) days after  mailing if mailed,  first
class, certified mail, postage prepaid:

            To FNB and the Bank:

            FNB Financial Services Corporation
            501 Highwoods Boulevard, Suite 400
            Greensboro, North Carolina 27410
            Attention:  Chairman of the Board

            To Executive:

            Pressley A. Ridgill
            5 Macklin Court
            Greensboro, North Carolina 27410

Any party may change the address to which notices,  requests,  demands and other
communications  shall be  delivered  or mailed by giving  notice  thereof to the
other party in the same manner provided herein.

            (h) Amendments and  Modifications.  This Agreement may be amended or
modified only by a writing  signed by all parties  hereto,  which makes specific
reference to this Agreement.


                                       32
<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have duly executed and delivered
this  Employment  and Change of  Control  Agreement  as of the date first  above
written.

                                     FNB FINANCIAL SERVICES CORPORATION


                                     By:  /s/ BARRY Z. DODSON
                                     -------------------------------------------
                                          Barry Z. Dodson, Chairman of the Board
                                              of Directors


                                     FNB SOUTHEAST


                                     By:  /s/ BARRY Z. DODSON
                                     -------------------------------------------
                                          Barry Z. Dodson, Chairman of the Board
                                              of Directors


                                    EXECUTIVE:


                                    /s/ PRESSLEY A. RIDGILL
                                     -------------------------------------------
                                    Pressley A. Ridgill


                                       33