Amendment to Employment Agreement



 Exhibit 10.6 
 AMENDMENT TO EMPLOYMENT AGREEMENTS 
 MESSRS. BELL, DYSART, HERSHEY, AND SMITH 
 By signing below, each of the undersigned executives agrees to the following amendment to his employment agreement with First National Corporation. The
amendments reflect Final Treasury Regulations under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and technical corrections thereto. This amendment may be executed in counterparts. 
 First: Add to the end of the second sentence of Section 7 (“Expense Account”): 
 “, and other items identified in written rules and policies of the Corporation.” 
 Second: Add to the end of
Section 7 (“Expense Account”): 
 No reimbursement provided under this Section during one calendar year shall affect the expenses eligible
for reimbursement during another calendar year. 
 Third: Replace the current third and fourth sentences of Section 10(d)(2)(ii) (dealing with
continuation of welfare plans) with the following: 
 To the extent required by Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”) and Treasury Regulations thereunder (the “409A Regulations”), (i) no reimbursement or in-kind benefit provided under this Section 10(d)(2)(ii) in one calendar year shall affect the expenses eligible for
reimbursement or in-kind benefits provided during another calendar year; and (ii) any such reimbursement shall be paid by December 31 of the calendar year following the calendar year in which the reimbursed expense was incurred. It is
intended and anticipated that benefits under this Section will qualify as medical reimbursements exempt from Code Section 409A or as payments made on a specified date or fixed schedule. Nonetheless, to the extent required by Code
Section 409A and the 409A Regulations, benefits (whether through plan participation, reimbursement, in-kind benefits or otherwise) shall commence on the first day of the month following the six-month anniversary of the Employee’s
termination or resignation, with any reimbursements or other payments delayed under this sentence payable in a single sum on such delayed commencement date. 
 Fourth: Within the definition of Change of Control (Section 10(i)(4)), replace the words “two years” with “one year” in item (ii), relating to changes in the Board of Directors. 
 Fifth: Delete the last sentence of Section 10(i)(5) (dealing with implementation of the cap on parachute payments). 
  

									
	EMPLOYEE	 		  		  		  	
					
	 /s/ M. Shane Bell
	 		  	Date:	  	 November 13, 2008
	  	
	M. Shane Bell	 		  		  		  	
					
	 /s/ Dennis A. Dysart
	 		  	Date:	  	 December 12, 2008
	  	
	Dennis A. Dysart	 		  		  		  	
					
	 /s/ J. Andrew Hershey
	 		  	Date:	  	 November 14, 2008
	  	
	J. Andrew Hershey	 		  		  		  	
					
	 /s/ Harry S. Smith
	 		  	Date:	  	 December 3, 2008
	  	
	Harry S. Smith	 		  		  		  	

  

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 FIRST NATIONAL CORPORATION 
  

											
	By:	 	 /s/ Harry. S. Smith
	 		  	Date:	  	 December 17, 2008
	  	
		 	Its President	 		  		  		  	
						
	By:	 	 /s/ Douglas C. Arthur
	 		  	Date:	  	 December 17, 2008
	  	
		 	Its Chairman of the Board of Directors	 		  		  		  	

  

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