Exhibit No. 4.03

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                               GUARANTEE AGREEMENT

                                     between

                       FNB FINANCIAL SERVICES CORPORATION,
                                 As Guarantor,

                                       and

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                              As Guarantee Trustee

                           Dated as of August 23, 2005

                     FNB FINANCIAL SERVICES CAPITAL TRUST I

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TABLE OF CONTENTS

ARTICLE I     INTERPRETATION AND DEFINITIONS...................................2
SECTION 1.1   Interpretation...................................................2
SECTION 1.2   Definitions......................................................2

ARTICLE II    REPORTS..........................................................6
SECTION 2.1   List of Holders..................................................6
SECTION 2.2   Periodic Reports to the Guarantee Trustee........................6
SECTION 2.3   Event of Default; Waiver.........................................6
SECTION 2.4   Event of Default; Notice.........................................6

ARTICLE III   POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE...............7
SECTION 3.1   Powers and Duties of the Guarantee Trustee.......................7
SECTION 3.2   Certain Rights of the Guarantee Trustee..........................8
SECTION 3.3   Compensation....................................................10
SECTION 3.4   Indemnity.......................................................10
SECTION 3.5   Securities......................................................11

ARTICLE IV    GUARANTEE TRUSTEE...............................................11
SECTION 4.1   Guarantee Trustee; Eligibility..................................11
SECTION 4.2   Appointment, Removal and Resignation of the Guarantee Trustee...11

ARTICLE V     GUARANTEE.......................................................12
SECTION 5.1   Guarantee.......................................................12
SECTION 5.2   Waiver of Notice and Demand.....................................13
SECTION 5.3   Obligations Not Affected........................................13
SECTION 5.4   Rights of Holders...............................................14
SECTION 5.5   Guarantee of Payment............................................14
SECTION 5.6   Subrogation.....................................................14
SECTION 5.7   Independent Obligations.........................................14
SECTION 5.8   Enforcement.....................................................14

ARTICLE VI    COVENANTS AND SUBORDINATION.....................................15
SECTION 6.1   Dividends, Distributions and Payments...........................15
SECTION 6.2   Subordination...................................................15
SECTION 6.3   Pari Passu Guarantees...........................................16

ARTICLE VII   TERMINATION.....................................................16
SECTION 7.1   Termination.....................................................16

ARTICLE VIII  MISCELLANEOUS ..................................................16
SECTION 8.1   Successors and Assigns..........................................16
SECTION 8.2   Amendments......................................................17
SECTION 8.3   Notices.........................................................17
SECTION 8.4   Benefit.........................................................18


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SECTION 8.5   Governing Law...................................................18
SECTION 8.6   Submission to Jurisdiction......................................18
SECTION 8.7   Counterparts....................................................18


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      GUARANTEE  AGREEMENT,  dated as of August 23, 2005, executed and delivered
by FNB  FINANCIAL  SERVICES  CORPORATION,  a  North  Carolina  corporation  (the
"Guarantor")  having its principal  office at 1501 Highwoods  Blvd.,  Suite 400,
Greensboro,  NC 27410,  and DEUTSCHE  BANK TRUST  COMPANY  AMERICAS,  a New York
banking corporation, as trustee (in such capacity, the "Guarantee Trustee"), for
the  benefit  of the  Holders  (as  defined  herein)  from  time  to time of the
Preferred Securities (as defined herein) of FNB Financial Services Capital Trust
I, a Delaware statutory trust (the "Issuer").

                              W I T N E S S E T H :

      WHEREAS, pursuant to an Amended and Restated Trust Agreement,  dated as of
the date hereof (the "Trust Agreement"),  among the Guarantor, as Depositor, the
Property  Trustee,  the Delaware Trustee and the  Administrative  Trustees named
therein  and the  holders  from  time to time of the  Preferred  Securities  (as
hereinafter  defined),  the Issuer is issuing $25,000,000  aggregate Liquidation
Amount (as  defined  in the Trust  Agreement)  of its  Floating  Rate  Preferred
Securities  (Liquidation  Amount $1,000 per preferred  security) (the "Preferred
Securities") representing preferred undivided beneficial interests in the assets
of the Issuer and having the terms set forth in the Trust Agreement;

      WHEREAS,  the  Preferred  Securities  will be issued by the Issuer and the
proceeds  thereof,  together with the proceeds from the issuance of the Issuer's
Common  Securities  (as defined  below),  will be used to purchase the Notes (as
defined in the Trust Agreement) of the Guarantor; and

      WHEREAS, as incentive for the Holders to purchase Preferred Securities the
Guarantor desires  irrevocably and  unconditionally  to agree, to the extent set
forth herein,  to pay to the Holders of the Preferred  Securities  the Guarantee
Payments (as defined herein) and to make certain other payments on the terms and
conditions set forth herein.

      NOW,  THEREFORE,  in  consideration  of the  purchase  by each  Holder  of
Preferred  Securities,  which purchase the Guarantor hereby agrees shall benefit
the Guarantor,  the Guarantor executes and delivers this Guarantee  Agreement to
provide  as follows  for the  benefit  of the  Holders  from time to time of the
Preferred Securities:

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                                    ARTICLE I

                         INTERPRETATION AND DEFINITIONS

SECTION 1.1 Interpretation.

In this Guarantee Agreement, unless the context otherwise requires:

      (a) capitalized terms used in this Guarantee  Agreement but not defined in
the preamble  hereto have the  respective  meanings  assigned to them in Section
1.2;

      (b) the words "include",  "includes" and "including" shall be deemed to be
followed by the phrase "without limitation";

      (c) all  references  to  "the  Guarantee  Agreement"  or  "this  Guarantee
Agreement" are to this Guarantee Agreement as modified,  supplemented or amended
from time to time;

      (d) all  references in this  Guarantee  Agreement to Articles and Sections
are to  Articles  and  Sections of this  Guarantee  Agreement  unless  otherwise
specified;

      (e) the words "hereby", "herein", "hereof" and "hereunder" and other words
of similar  import refer to this  Guarantee  Agreement as a whole and not to any
particular Article, Section or other subdivision;

      (f) a reference to the singular includes the plural and vice versa; and

      (g) the  masculine,  feminine or neuter  genders used herein shall include
the masculine, feminine and neuter genders.

      SECTION 1.2 Definitions.

      As used in this  Guarantee  Agreement,  the terms set forth  below  shall,
unless the context otherwise requires, have the following meanings:

            "Affiliate" of any specified  Person means any other Person directly
      or  indirectly  controlling  or  controlled by or under direct or indirect
      common control with such specified Person; provided, that the Issuer shall
      not be deemed to be an  Affiliate  of the  Guarantor.  For the purposes of
      this definition,  "control" when used with respect to any specified Person
      means the power to direct the  management  and  policies  of such  Person,
      directly  or   indirectly,   whether   through  the  ownership  of  voting
      securities,  by contract or  otherwise;  and the terms  "controlling"  and
      "controlled" have meanings correlative to the foregoing.

            "Beneficiaries"  means any Person to whom the Issuer is or hereafter
      becomes indebted or liable.


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            "Board of  Directors"  means  either the board of  directors  of the
      Guarantor or any duly authorized committee of that board.

            "Common   Securities"  means  the  securities   representing  common
      undivided beneficial interests in the assets of the Issuer.

            "Debt" means with respect to any Person,  whether recourse is to all
      or a portion of the assets of such Person,  whether currently  existing or
      hereafter incurred, and whether or not contingent and without duplication,
      (i) every  obligation  of such  Person  for  money  borrowed;  (ii)  every
      obligation of such Person evidenced by bonds,  debentures,  notes or other
      similar instruments, including obligations incurred in connection with the
      acquisition of property,  assets or businesses;  (iii) every reimbursement
      obligation  of such  Person  with  respect to letters of credit,  bankers'
      acceptances or similar  facilities  issued for the account of such Person;
      (iv) every  obligation  of such Person  issued or assumed as the  deferred
      purchase  price of property  or services  (but  excluding  trade  accounts
      payable  arising in the ordinary  course of  business);  (v) every capital
      lease  obligation of such Person;  (vi) all  indebtedness  of such Person,
      whether  incurred on or prior to the date of this  Guarantee  Agreement or
      thereafter  incurred,  for  claims  in  respect  of  derivative  products,
      including  interest  rate,  foreign  exchange rate and  commodity  forward
      contracts, options, swaps and similar arrangements; (vii) every obligation
      of the type referred to in clauses (i) through (vi) of another  Person and
      all dividends of another Person the payment of which, in either case, such
      Person  has  guaranteed  or is  responsible  or liable  for,  directly  or
      indirectly, as obligor or otherwise; and (viii) any renewals,  extensions,
      refundings,  amendments  or  modifications  of any  obligation of the type
      referred to in clauses (i) through (vii).

            "Event of Default"  means a default by the  Guarantor  on any of its
      payment or other  obligations  under this Guarantee  Agreement;  provided,
      that  except  with  respect  to a  default  in  payment  of any  Guarantee
      Payments,  the Guarantor  shall have  received  notice of default from the
      Guarantee Trustee and shall not have cured such default within thirty (30)
      days after receipt of such notice.

            "Guarantee  Payments" means the following payments or distributions,
      without  duplication,  with respect to the  Preferred  Securities,  to the
      extent not paid or made by or on behalf of the Issuer: (i) any accumulated
      and unpaid  Distributions (as defined in the Trust Agreement)  required to
      be paid on the Preferred  Securities,  to the extent the Issuer shall have
      funds on hand available  therefor at such time, (ii) the Redemption  Price
      with respect to any  Preferred  Securities  to the extent the Issuer shall
      have  funds on hand  available  therefor  at such  time,  and (iii) upon a
      voluntary or  involuntary  termination,  winding up or  liquidation of the
      Issuer, unless Notes are distributed to the Holders, the lesser of (a) the
      aggregate of the Liquidation  Amount of $1,000 per Preferred Security plus
      accumulated and unpaid  Distributions  on the Preferred  Securities to the
      date of payment,  to the extent that the Issuer shall have funds available
      therefor at such


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time  and (b) the  amount  of  assets  of the  Issuer  remaining  available  for
distribution  to Holders in  liquidation  of the Issuer  after  satisfaction  of
liabilities  to creditors of the Issuer in accordance  with  applicable  law (in
either case, the "Liquidation Distribution").

            "Guarantee  Trustee"  means  Deutsche Bank Trust  Company  Americas,
      until a Successor  Guarantee Trustee, as defined below, has been appointed
      and has accepted such appointment  pursuant to the terms of this Guarantee
      Agreement, and thereafter means each such Successor Guarantee Trustee.

            "Holder" means any holder, as registered on the books and records of
      the Issuer, of any Preferred  Securities;  provided,  that, in determining
      whether the holders of the requisite  percentage  of Preferred  Securities
      have given any  request,  notice,  consent or waiver  hereunder,  "Holder"
      shall not include the Guarantor, the Guarantee Trustee or any Affiliate of
      the Guarantor or the Guarantee Trustee.

            "Indenture" means the Junior Subordinated Indenture, dated as of the
      date hereof,  as  supplemented  and  amended,  between the  Guarantor  and
      Deutsche Bank Trust Company Americas, as trustee.

            "List of Holders" has the meaning specified in Section 2.1.

            "Majority in Liquidation Amount of the Preferred Securities" means a
      vote by the Holder(s),  voting  separately as a class,  of more than fifty
      percent (50%) of the aggregate  Liquidation Amount of all then outstanding
      Preferred Securities issued by the Issuer.

            "Obligations"  means any costs,  expenses  or  liabilities  (but not
      including  liabilities  related  to  taxes)  of  the  Issuer,  other  than
      obligations  of the Issuer to pay to holders of any Trust  Securities  the
      amounts due such holders pursuant to the terms of the Trust Securities.

            "Officers'  Certificate"  means,  with  respect  to  any  Person,  a
      certificate  signed  by  the  Chief  Executive  Officer,  Chief  Financial
      Officer,  President  or a  Vice  President  of  such  Person,  and  by the
      Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary
      of such Person,  and  delivered to the  Guarantee  Trustee.  Any Officers'
      Certificate  delivered  with  respect to  compliance  with a condition  or
      covenant  provided  for  in  this  Guarantee  Agreement  (other  than  the
      certificate provided pursuant to Section 2.4) shall include:

            (a) a statement that each officer signing the Officers'  Certificate
      has read the covenant or condition and the definitions relating thereto;

            (b) a brief  statement of the nature and scope of the examination or
      investigation  undertaken  by each  officer  in  rendering  the  Officers'
      Certificate;

            (c) a  statement  that each  officer  has made such  examination  or
      investigation as, in such officer's  opinion,  is necessary to enable such
      officer to


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      express  an  informed  opinion  as to  whether  or not  such  covenant  or
      condition has been complied  with;  and (d) a statement as to whether,  in
      the opinion of each officer,  such condition or covenant has been complied
      with.

            "Person"   means  a  legal   person,   including   any   individual,
      corporation,  estate, partnership, joint venture, association, joint stock
      company,  limited liability company,  trust,  unincorporated  association,
      government  or any agency or  political  subdivision  thereof or any other
      entity of whatever nature.

            "Responsible  Officer" means, with respect to the Guarantee Trustee,
      any  Senior  Vice  President,  any  Vice  President,  any  Assistant  Vice
      President,  the Secretary,  any Assistant  Secretary,  the Treasurer,  any
      Assistant  Treasurer,  any Trust Officer or Assistant Trust Officer or any
      other officer of the Corporate Trust  Department of the Guarantee  Trustee
      and also means, with respect to a particular  corporate trust matter,  any
      other  officer to whom such matter is referred  because of that  officer's
      knowledge of and familiarity with the particular subject.

            "Senior Debt" means the principal of and any premium and interest on
      (including  interest  accruing  on or after the filing of any  petition in
      bankruptcy or for reorganization  relating to the Guarantor whether or not
      such claim for  postpetition  interest is allowed in such  proceeding) all
      Debt of the  Guarantor,  whether  incurred  on or prior to the date of the
      Indenture or thereafter incurred,  unless it is provided in the instrument
      creating  or  evidencing  the  same  or  pursuant  to  which  the  same is
      outstanding, that such obligations are not superior in right of payment to
      the  Preferred  Securities;  provided,  however,  that if the Guarantor is
      subject to the  regulation  and  supervision  of an  "appropriate  Federal
      banking  agency"  within the meaning of 12 U.S.C.  1813(q),  the Guarantor
      shall have  received  the  approval of such  appropriate  Federal  banking
      agency prior to issuing any such  obligation  if not  otherwise  generally
      approved;  provided further,  that Senior Debt shall not include any other
      debt securities, and guarantees in respect of such debt securities, issued
      to any  trust  other  than  the  Issuer  (or a  trustee  of  such  trust),
      partnership  or  other  entity  affiliated  with the  Guarantor  that is a
      financing vehicle of the Guarantor (a "financing  entity"),  in connection
      with the issuance by such financing  entity of equity  securities or other
      securities  that are  treated as equity  capital  for  regulatory  capital
      purposes  guaranteed by the Guarantor pursuant to an instrument that ranks
      pari passu with or junior in right of payment to this Guarantee Agreement.

            "Successor  Guarantee  Trustee" means a successor  Guarantee Trustee
      possessing the  qualifications  to act as Guarantee  Trustee under Section
      4.1.

            "Trust  Indenture  Act" means the Trust  Indenture  Act of 1939,  as
      amended and as in effect on the date of this Guarantee Agreement.


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Capitalized  or otherwise  defined terms used but not otherwise  defined  herein
shall have the  meanings  assigned  to such terms in the Trust  Agreement  as in
effect on the date hereof.

                                   ARTICLE II

                                     REPORTS

      SECTION 2.1 List of Holders.

      The  Guarantor  shall  furnish or cause to be furnished  to the  Guarantee
Trustee at such times as the  Guarantee  Trustee may request in writing,  within
thirty (30) days after the receipt by the Guarantor of any such request, a list,
in such form as the Guarantee Trustee may reasonably  require,  of the names and
addresses  of the  Holders  (the "List of  Holders")  as of a date not more than
fifteen (15) days prior to the time such list is furnished,  in each case to the
extent such  information is in the possession or control of the Guarantor and is
not identical to a previously supplied list of Holders or has not otherwise been
received by the Guarantee Trustee in its capacity as such. The Guarantee Trustee
may destroy any List of Holders  previously given to it on receipt of a new List
of Holders.

      SECTION 2.2 Periodic Reports to the Guarantee Trustee.

      The Guarantor shall deliver to the Guarantee  Trustee,  within one hundred
and twenty (120) days after the end of each fiscal year of the Guarantor  ending
after the date of this Guarantee  Agreement,  an Officers'  Certificate covering
the  preceding  fiscal  year,  stating  whether or not to the  knowledge  of the
signers  thereof the Guarantor is in default in the performance or observance of
any of the  terms  or  provisions  or any of the  conditions  of this  Guarantee
Agreement  (without  regard  to any  period  of grace or  requirement  of notice
provided  hereunder)  and,  if  the  Guarantor  shall  be  in  default  thereof,
specifying  all such  defaults  and the nature and status  thereof of which they
have knowledge.

      SECTION 2.3 Event of Default; Waiver.

      The  Holders  of  a  Majority  in  Liquidation  Amount  of  the  Preferred
Securities  may, on behalf of the  Holders,  waive any past Event of Default and
its  consequences.  Upon such waiver,  any such Event of Default  shall cease to
exist,  and any Event of Default arising  therefrom shall be deemed to have been
cured, for every purpose of this Guarantee  Agreement,  but no such waiver shall
extend to any  subsequent  or other  default  or Event of  Default or impair any
right consequent therefrom.

      SECTION 2.4 Event of Default; Notice.

            (a) The Guarantee  Trustee shall,  within ninety (90) days after the
      occurrence of a default,  transmit to the Holders  notices of all defaults
      actually  known to the Guarantee  Trustee,  unless such defaults have been
      cured or waived before the giving of such notice,  provided,  that, except
      in the case of a default in


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      the  payment  of a  Guarantee  Payment,  the  Guarantee  Trustee  shall be
      protected  in  withholding  such  notice  if and so long as the  Board  of
      Directors,  the  executive  committee  or a trust  committee  of directors
      and/or  Responsible  Officers  of the  Guarantee  Trustee  in  good  faith
      determine  that the  withholding of such notice is in the interests of the
      Holders. For the purpose of this Section 2.4, the term "default" means any
      event that is, or after notice or lapse of time or both would  become,  an
      Event of Default.

            (b) The Guarantee  Trustee shall not be deemed to have  knowledge of
      any Event of Default  unless the  Guarantee  Trustee  shall have  received
      written notice, or a Responsible  Officer charged with the  administration
      of this Guarantee  Agreement shall have obtained  written notice,  of such
      Event of Default from the Guarantor or a Holder.

                                   ARTICLE III

               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

      SECTION 3.1 Powers and Duties of the Guarantee Trustee.

            (a) This Guarantee  Agreement shall be held by the Guarantee Trustee
      for the  benefit  of the  Holders,  and the  Guarantee  Trustee  shall not
      transfer this Guarantee Agreement to any Person except a Holder exercising
      its rights pursuant to Section 5.4(d) or to a Successor  Guarantee Trustee
      upon acceptance by such Successor  Guarantee Trustee of its appointment to
      act as Successor  Guarantee Trustee.  The right, title and interest of the
      Guarantee  Trustee shall  automatically  vest in any  Successor  Guarantee
      Trustee,  upon  acceptance  by such  Successor  Guarantee  Trustee  of its
      appointment  hereunder,  and such vesting and  cessation of title shall be
      effective  whether or not  conveyancing  documents  have been executed and
      delivered pursuant to the appointment of such Successor Guarantee Trustee.

            (b) The  rights,  immunities,  duties  and  responsibilities  of the
      Guarantee  Trustee  shall be as provided by this  Guarantee  Agreement and
      there shall be no other duties or obligations,  express or implied, of the
      Guarantee Trustee.  Notwithstanding  the foregoing,  no provisions of this
      Guarantee  Agreement shall require the Guarantee Trustee to expend or risk
      its  own  funds  or  otherwise  incur  any  financial   liability  in  the
      performance of any of its duties  hereunder,  or in the exercise of any of
      its rights or powers,  if it shall have  reasonable  grounds for believing
      that  repayment of such funds or adequate  indemnity  against such risk or
      liability is not reasonably assured to it. Whether or not herein expressly
      so provided,  every provision of this Guarantee  Agreement relating to the
      conduct or  affecting  the  liability of or  affording  protection  to the
      Guarantee  Trustee shall be subject to the provisions of this Section 3.1.
      To the extent that, at law or in equity,  the Guarantee Trustee has duties
      and  liabilities  relating to the Guarantor or the Holders,  the Guarantee
      Trustee shall not be liable to any Holder for the Guarantee Trustee's good
      faith reliance on the provisions of this Guarantee


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      Agreement.  The provisions of this Guarantee Agreement, to the extent that
      they  restrict  the  duties  and  liabilities  of  the  Guarantee  Trustee
      otherwise  existing at law or in equity,  are agreed by the  Guarantor and
      the Holders to replace such other duties and  liabilities of the Guarantee
      Trustee.

            (c) No provision of this Guarantee  Agreement  shall be construed to
      relieve the Guarantee Trustee from liability for its own negligent action,
      negligent failure to act or own willful misconduct, except that:

                  (i) the Guarantee Trustee shall not be liable for any error of
            judgment  made  in  good  faith  by a  Responsible  Officer  of  the
            Guarantee  Trustee,  unless  it shall be proved  that the  Guarantee
            Trustee was negligent in ascertaining the pertinent facts upon which
            such judgment was made; and

                  (ii) the Guarantee Trustee shall not be liable with respect to
            any  action  taken or  omitted  to be  taken by it in good  faith in
            accordance  with the  direction  of the  Holders  of not less than a
            Majority in Liquidation Amount of the Preferred  Securities relating
            to the time,  method and place of conducting  any proceeding for any
            remedy available to the Guarantee  Trustee,  or exercising any trust
            or power  conferred upon the Guarantee  Trustee under this Guarantee
            Agreement.

      SECTION 3.2 Certain Rights of the Guarantee Trustee.

            (a) Subject to the provisions of Section 3.1:

                  (i) the Guarantee  Trustee may conclusively  rely and shall be
            fully  protected in acting or  refraining  from acting in good faith
            and in  accordance  with  the  terms  hereof  upon  any  resolution,
            certificate,   statement,   instrument,   opinion,  report,  notice,
            request,  direction,  consent,  order, bond, debenture,  note, other
            evidence  of  indebtedness  or other  paper or  document  reasonably
            believed  by it to be  genuine  and to  have  been  signed,  sent or
            presented by the proper party or parties;

                  (ii) any  direction or act of the  Guarantor  contemplated  by
            this  Guarantee  Agreement  shall be  sufficiently  evidenced  by an
            Officers' Certificate unless otherwise prescribed herein;

                  (iii) the Guarantee Trustee may consult with counsel,  and the
            advice of such counsel shall be full and complete  authorization and
            protection in respect of any action taken, suffered or omitted to be
            taken by it hereunder  in good faith and in reliance  thereon and in
            accordance  with such  advice.  Such  counsel  may be counsel to the
            Guarantee Trustee, the Guarantor or any of its Affiliates and may be
            one of its employees.  The Guarantee Trustee shall have the right at
            any time to seek instructions  concerning the administration of this
            Guarantee Agreement from any court of competent jurisdiction;


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                  (iv) the  Guarantee  Trustee  shall be under no  obligation to
            exercise any of the rights or powers vested in it by this  Guarantee
            Agreement  at the request or  direction  of any Holder,  unless such
            Holder  shall have  provided  to the  Guarantee  Trustee  reasonable
            security  or  indemnity  against  the  costs,   expenses  (including
            reasonable  attorneys' fees and expenses) and liabilities that might
            be  incurred  by it in  complying  with such  request or  direction,
            including  such  reasonable  advances  as  may be  requested  by the
            Guarantee Trustee; provided, that, nothing contained in this Section
            3.2(a)(iv) shall be taken to relieve the Guarantee Trustee, upon the
            occurrence of an Event of Default, of its obligation to exercise the
            rights and powers vested in it by this Guarantee Agreement;

                  (v) the  Guarantee  Trustee  shall  not be  bound  to make any
            investigation  into the facts or matters  stated in any  resolution,
            certificate,   statement,   instrument,   opinion,  report,  notice,
            request,  direction,  consent,  order, bond, debenture,  note, other
            evidence  of  indebtedness  or  other  paper  or  document,  but the
            Guarantee Trustee, in its discretion,  may make such further inquiry
            or  investigation  into such facts or matters as it may see fit, and
            if the  Guarantee  Trustee  shall  determine to make such inquiry or
            investigation,  it shall be entitled  to examine the books,  records
            and premises of the Guarantor, personally or by agent or attorney;

                  (vi) the  Guarantee  Trustee  may execute any of the trusts or
            powers  hereunder or perform any duties hereunder either directly or
            by or through its agents, attorneys,  custodians or nominees and the
            Guarantee  Trustee shall not be  responsible  for any  misconduct or
            negligence  on the part of any such agent,  attorney,  custodian  or
            nominee appointed with due care by it hereunder;

                  (vii)  whenever  in  the   administration  of  this  Guarantee
            Agreement the  Guarantee  Trustee shall deem it desirable to receive
            instructions   with  respect  to  enforcing   any  remedy  or  right
            hereunder,  the Guarantee Trustee (A) may request  instructions from
            the Holders of a Majority  in  Liquidation  Amount of the  Preferred
            Securities,  (B) may refrain from  enforcing such remedy or right or
            taking such other  action until such  instructions  are received and
            (C)  shall  be   protected  in  acting  in   accordance   with  such
            instructions;

                  (viii)  except  as  otherwise   expressly   provided  by  this
            Guarantee  Agreement,  the Guarantee  Trustee shall not be under any
            obligation  to take  any  action  that is  discretionary  under  the
            provisions of this Guarantee Agreement; and

                  (ix)  whenever,   in  the  administration  of  this  Guarantee
            Agreement,  the  Guarantee  Trustee  shall deem it desirable  that a
            matter be proved or established before taking, suffering or omitting
            to take any action  hereunder,  the Guarantee  Trustee (unless other
            evidence is herein


                                       9
<PAGE>

            specifically  prescribed)  may,  in the  absence of bad faith on its
            part,  request and rely upon an Officers'  Certificate  which,  upon
            receipt  of such  request  from  the  Guarantee  Trustee,  shall  be
            promptly delivered by the Guarantor.

            (b) No  provision  of this  Guarantee  Agreement  shall be deemed to
      impose any duty or obligation on the Guarantee  Trustee to perform any act
      or acts or exercise  any right,  power,  duty or  obligation  conferred or
      imposed  on it in any  jurisdiction  in which it shall be  illegal,  or in
      which  the  Guarantee  Trustee  shall be  unqualified  or  incompetent  in
      accordance  with  applicable  law,  to perform  any such act or acts or to
      exercise any such right, power, duty or obligation. No permissive power or
      authority  available to the  Guarantee  Trustee shall be construed to be a
      duty to act in accordance with such power and authority.

      SECTION 3.3 Compensation.

      The  Guarantor  agrees to pay to the  Guarantee  Trustee from time to time
reasonable  compensation  for  all  services  rendered  by it  hereunder  (which
compensation  shall not be  limited  by any  provisions  of law in regard to the
compensation  of a trustee of an express  trust) and to reimburse  the Guarantee
Trustee upon request for all  reasonable  expenses,  disbursements  and advances
(including  the  reasonable  fees and  expenses  of its  attorneys  and  agents)
incurred or made by the Guarantee  Trustee in accordance  with any provisions of
this Guarantee Agreement.

      SECTION 3.4 Indemnity.

      The Guarantor agrees to indemnify and hold harmless the Guarantee  Trustee
and any of its Affiliates and any of their  officers,  directors,  shareholders,
employees,  representatives  or  agents  from  and  against  any  loss,  damage,
liability,  tax (other than income,  franchise or other taxes imposed on amounts
paid pursuant to Section 3.3),  penalty,  expense or claim of any kind or nature
whatsoever incurred without  negligence,  bad faith or willful misconduct on its
part,  arising out of or in connection with the acceptance or  administration of
this Guarantee  Agreement,  including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties  hereunder.  The Guarantee Trustee will not claim or
exact any lien or charge on any Guarantee Payments as a result of any amount due
to  it  under  this  Guarantee  Agreement.  This  indemnity  shall  survive  the
termination  of this  Agreement or the  resignation  or removal of the Guarantee
Trustee.

      In no event  shall  the  Guarantee  Trustee  be liable  for any  indirect,
special,  punitive  or  consequential  loss or  damage  of any kind  whatsoever,
including,  but not limited to, lost profits,  even if the Guarantee Trustee has
been advised of the likelihood of such loss or damage and regardless of the form
of action.

      In no event shall the Guarantee Trustee be liable for any failure or delay
in the performance of its obligations  hereunder because of circumstances beyond
its control, including, but not limited to, acts of God, flood, war (declared or
undeclared),  terrorism, fire, riot, embargo or government action, including any
laws, ordinances, regulations,


                                       10
<PAGE>

governmental action or the like which delay,  restrict or prohibit the providing
of the services contemplated by this Guarantee Agreement.

      SECTION 3.5 Securities.

      The Guarantee Trustee or any other agent of the Guarantee Trustee,  in its
individual or any other  capacity,  may become the owner or pledgee of Common or
Preferred Securities.

                                   ARTICLE IV

                                GUARANTEE TRUSTEE

      SECTION 4.1 Guarantee Trustee; Eligibility.

            (a) There shall at all times be a Guarantee Trustee which shall:

                  (i) not be an Affiliate of the Guarantor; and

                  (ii) be a corporation  organized and doing  business under the
            laws of the United  States or of any State  thereof,  authorized  to
            exercise  corporate  trust  powers,  having a combined  capital  and
            surplus of at least fifty million dollars ($50,000,000),  subject to
            supervision or examination by Federal or State  authority and having
            an office within the United States.  If such  corporation  publishes
            reports of  condition at least  annually,  pursuant to law or to the
            requirements of such supervising or examining  authority,  then, for
            the purposes of this  Section 4.1, the combined  capital and surplus
            of such  corporation  shall be deemed to be its combined capital and
            surplus  as set  forth in its most  recent  report of  condition  so
            published.

            (b) If at any time the Guarantee  Trustee shall cease to be eligible
      to so act under Section 4.1(a),  the Guarantee  Trustee shall  immediately
      resign in the manner and with the effect set out in Section 4.2(c).

            (c) If the Guarantee  Trustee has or shall acquire any  "conflicting
      interest" within the meaning of Section 310(b) of the Trust Indenture Act,
      the Guarantee  Trustee shall either  eliminate  such interest or resign in
      the manner and with the effect set out in Section 4.2(c).

      SECTION 4.2 Appointment, Removal and Resignation of the Guarantee Trustee.

            (a)  Subject  to  Section  4.2(b),  the  Guarantee  Trustee  may  be
      appointed or removed  without cause at any time by the  Guarantor,  except
      during an Event of Default.

            (b) The  Guarantee  Trustee  shall not be removed  until a Successor
      Guarantee Trustee has been appointed and has accepted such appointment by


                                       11
<PAGE>

written instrument executed by such Successor Guarantee Trustee and delivered to
the Guarantor.

            (c) The  Guarantee  Trustee  appointed  hereunder  shall hold office
      until a Successor Guarantee Trustee shall have been appointed or until its
      removal or  resignation.  The  Guarantee  Trustee  may resign  from office
      (without  need for prior or  subsequent  accounting)  by an  instrument in
      writing executed by the Guarantee  Trustee and delivered to the Guarantor,
      which  resignation  shall  not take  effect  until a  Successor  Guarantee
      Trustee has been appointed and has accepted such appointment by instrument
      in writing executed by such Successor  Guarantee  Trustee and delivered to
      the Guarantor and the resigning Guarantee Trustee.

            (d) If no Successor  Guarantee Trustee shall have been appointed and
      accepted  appointment  as provided in this Section 4.2 within  thirty (30)
      days after delivery to the Guarantor of an instrument of resignation,  the
      resigning Guarantee Trustee may petition, at the expense of the Guarantor,
      any  court  of  competent  jurisdiction  for  appointment  of a  Successor
      Guarantee  Trustee.  Such  court may  thereupon,  after  prescribing  such
      notice,  if any,  as it may deem  proper,  appoint a  Successor  Guarantee
      Trustee.

                                    ARTICLE V

                                    GUARANTEE

      SECTION 5.1 Guarantee.

            (a) The Guarantor  irrevocably and unconditionally  agrees to pay in
      full to the Holders the Guarantee Payments (without duplication of amounts
      theretofore  paid  by or on  behalf  of  the  Issuer),  as and  when  due,
      regardless  of any  defense  (except  for the  defense  of  payment by the
      Issuer),  right of  set-off or  counterclaim  which the Issuer may have or
      assert.  The  Guarantor's  obligation  to make a Guarantee  Payment may be
      satisfied by direct  payment of the required  amounts by the  Guarantor to
      the Holders or by causing the Issuer to pay such  amounts to the  Holders.
      The Guarantor shall give prompt written notice to the Guarantee Trustee in
      the event it makes any direct payment to the Holders hereunder.

            (b)  The  Guarantor  hereby  also  agrees  to  assume  any  and  all
      Obligations of the Issuer, and, in the event any such Obligation is not so
      assumed,  subject to the terms and conditions hereof, the Guarantor hereby
      irrevocably and  unconditionally  guarantees to each  Beneficiary the full
      payment,   when  and  as  due,  of  any  and  all   Obligations   to  such
      Beneficiaries.  This Guarantee is intended to be for the Beneficiaries who
      have received notice hereof.


                                       12
<PAGE>

      SECTION 5.2 Waiver of Notice and Demand.

      The  Guarantor  hereby  waives  notice  of  acceptance  of  the  Guarantee
Agreement  and of any  liability to which it applies or may apply,  presentment,
demand  for  payment,  any  right to  require a  proceeding  first  against  the
Guarantee  Trustee,  Issuer or any other Person  before  proceeding  against the
Guarantor,  protest,  notice  of  nonpayment,  notice  of  dishonor,  notice  of
redemption and all other notices and demands.

      SECTION 5.3 Obligations Not Affected.

      The obligations,  covenants,  agreements and duties of the Guarantor under
this  Guarantee  Agreement  shall in no way be affected or impaired by reason of
the happening from time to time of any of the following:

            (a) the release or waiver, by operation of law or otherwise,  of the
      performance  or  observance  by the  Issuer  of  any  express  or  implied
      agreement,   covenant,   term  or  condition  relating  to  the  Preferred
      Securities to be performed or observed by the Issuer;

            (b) the  extension  of time for the  payment by the Issuer of all or
      any  portion of the  Distributions  (other than an  extension  of time for
      payment of  Distributions  that results from the extension of any interest
      payment  period on the Notes as  provided  in the  Indenture),  Redemption
      Price,  Liquidation Distribution or any other sums payable under the terms
      of the Preferred  Securities or the extension of time for the  performance
      of any other obligation under,  arising out of, or in connection with, the
      Preferred Securities;

            (c) any failure, omission, delay or lack of diligence on the part of
      the Holders to enforce, assert or exercise any right, privilege,  power or
      remedy  conferred  on the Holders  pursuant to the terms of the  Preferred
      Securities, or any action on the part of the Issuer granting indulgence or
      extension of any kind;

            (d) the voluntary or involuntary liquidation,  dissolution,  sale of
      any collateral,  receivership,  insolvency, bankruptcy, assignment for the
      benefit  of  creditors,   reorganization,   arrangement,   composition  or
      readjustment  of debt of,  or other  similar  proceedings  affecting,  the
      Issuer or any of the assets of the Issuer;

            (e) any  invalidity  of, or defect or  deficiency  in, the Preferred
      Securities;

            (f) the settlement or compromise of any obligation guaranteed hereby
      or hereby incurred; or

            (g)  any  other   circumstance   whatsoever   that  might  otherwise
      constitute  a legal or equitable  discharge or defense of a guarantor,  it
      being the intent of this Section 5.3 that the obligations of the Guarantor
      hereunder  shall  be  absolute  and   unconditional   under  any  and  all
      circumstances.


                                       13
<PAGE>

      There shall be no  obligation  of the Holders to give notice to, or obtain
the  consent  of, the  Guarantor  with  respect to the  happening  of any of the
foregoing.

      SECTION 5.4 Rights of Holders.

      The Guarantor  expressly  acknowledges that: (a) this Guarantee  Agreement
will be deposited  with the Guarantee  Trustee to be held for the benefit of the
Holders;  (b) the  Guarantee  Trustee  has the right to enforce  this  Guarantee
Agreement on behalf of the Holders; (c) the Holders of a Majority in Liquidation
Amount of the Preferred Securities have the right to direct the time, method and
place of conducting  any  proceeding  for any remedy  available to the Guarantee
Trustee in respect of this Guarantee  Agreement or exercising any trust or power
conferred upon the Guarantee Trustee under this Guarantee Agreement; and (d) any
Holder may  institute  a legal  proceeding  directly  against the  Guarantor  to
enforce its rights under this Guarantee  Agreement,  without first instituting a
legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

      SECTION 5.5 Guarantee of Payment.

      This  Guarantee  Agreement  creates  a  guarantee  of  payment  and not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without  duplication of amounts theretofore paid
by the Issuer) or upon distribution of Notes to Holders as provided in the Trust
Agreement.

      SECTION 5.6 Subrogation.

      The  Guarantor  shall be  subrogated to all (if any) rights of the Holders
against  the  Issuer  in  respect  of any  amounts  paid to the  Holders  by the
Guarantor  under  this  Guarantee  Agreement  and shall  have the right to waive
payment by the Issuer  pursuant to Section 5.1;  provided,  that,  the Guarantor
shall not (except to the extent  required  by  mandatory  provisions  of law) be
entitled to enforce or exercise any rights it may acquire by way of  subrogation
or any indemnity,  reimbursement or other agreement, in all cases as a result of
payment under this Guarantee Agreement, if, at the time of any such payment, any
amounts are due and unpaid under this Guarantee  Agreement.  If any amount shall
be paid to the Guarantor in violation of the preceding  sentence,  the Guarantor
agrees to hold such  amount in trust for the Holders and to pay over such amount
to the Holders.

      SECTION 5.7 Independent Obligations.

      The Guarantor  acknowledges that its obligations hereunder are independent
of the  obligations  of the Issuer with respect to the Preferred  Securities and
that the Guarantor shall be liable as principal and as debtor  hereunder to make
Guarantee   Payments   pursuant  to  the  terms  of  this  Guarantee   Agreement
notwithstanding  the  occurrence  of any event  referred to in  subsections  (a)
through (g), inclusive, of Section 5.3.

      SECTION 5.8 Enforcement.


                                       14
<PAGE>

      A Beneficiary  may enforce the  Obligations of the Guarantor  contained in
Section  5.1(b)  directly  against the Guarantor,  and the Guarantor  waives any
right or remedy to require that any action be brought  against the Issuer or any
other person or entity before proceeding against the Guarantor.

                                   ARTICLE VI

                           COVENANTS AND SUBORDINATION

      SECTION 6.1 Dividends, Distributions and Payments.

      So long as any Preferred  Securities  remain  outstanding,  if there shall
have occurred and be continuing an Event of Default or the Guarantor  shall have
entered  into an  Extension  Period as provided  for in the  Indenture  and such
period, or any extension thereof,  shall have commenced and be continuing,  then
the Guarantor may not (a) declare or pay any dividends or  distributions  on, or
redeem,  purchase,  acquire or make liquidation  payment with respect to, any of
the  Guarantor's  capital  stock or (b) make any payment of  principal of or any
interest or premium on or repay, repurchase or redeem any debt securities of the
Guarantor that rank pari passu in all respects with or junior in interest to the
Preferred   Securities  (other  than  (i)  repurchases,   redemptions  or  other
acquisitions  of shares of capital stock of the Guarantor in connection with any
employment  contract,  benefit plan or other similar arrangement with or for the
benefit of any one or more employees,  officers,  directors or  consultants,  in
connection with a dividend reinvestment or stockholder stock purchase plan or in
connection  with the issuance of capital stock of the  Guarantor (or  securities
convertible  into or exercisable for such capital stock) as  consideration in an
acquisition  transaction  entered into prior to the  occurrence of such Event of
Default or the applicable  Extension Period,  (ii) as a result of an exchange or
conversion  of any  class or  series of the  Guarantor's  capital  stock (or any
capital stock of a subsidiary of the  Guarantor)  for any class or series of the
Guarantor's capital stock or any class of series of the Guarantor's indebtedness
for any class or series of the Guarantor's  capital stock, (iii) the purchase of
fractional  interests in shares of the Guarantor's capital stock pursuant to the
conversions  or exchange  provisions of such capital stock or the security being
converted or exchanged,  (iv) any  declaration of a dividend in connection  with
any rights  plan,  the  issuance of rights,  stock or other  property  under any
rights plan or the redemption or repurchase of rights pursuant  thereto,  or (v)
any dividend in the form of stock,  warrants,  options or other rights where the
dividend stock or the stock issuable upon exercise of such warrants,  options or
other  rights is the same stock as that on which the  dividend  is being paid or
ranks pari passu with or junior to such stock).

      SECTION 6.2 Subordination.

      The  obligations  of the Guarantor  under this  Guarantee  Agreement  will
constitute unsecured  obligations of the Guarantor and will rank subordinate and
junior in right of payment to all Senior Debt of the Guarantor.


                                       15
<PAGE>

      SECTION 6.3 Pari Passu Guarantees.

            (a) The obligations of the Guarantor under this Guarantee  Agreement
      shall rank pari  passu with the  obligations  of the  Guarantor  under any
      similar  guarantee  agreements  issued by the  Guarantor  with  respect to
      preferred securities (if any) similar to the Preferred Securities,  issued
      by trusts other than the Issuer  established  or to be  established by the
      Guarantor (if any), in each case similar to the Issuer.

            (b) The right of the Guarantor to participate in any distribution of
      assets of any of its subsidiaries upon any such  subsidiary's  liquidation
      or reorganization or otherwise is subject to the prior claims of creditors
      of that  subsidiary,  except to the  extent  the  Guarantor  may itself be
      recognized as a creditor of that subsidiary.  Accordingly, the Guarantor's
      obligations  under this Guarantee will be effectively  subordinated to all
      existing  and future  liabilities  of the  Guarantor's  subsidiaries,  and
      claimants  should look only to the assets of the  Guarantor  for  payments
      thereunder.  This  Guarantee  does not limit the incurrence or issuance of
      other secured or unsecured debt of the Guarantor, including Senior Debt of
      the  Guarantor,  under any  indenture or agreement  that the Guarantor may
      enter into in the future or otherwise.

                                   ARTICLE VII

                                   TERMINATION

      SECTION 7.1 Termination.

      This Guarantee  Agreement  shall  terminate and be of no further force and
effect  upon  (a)  full  payment  of  the  Redemption  Price  of  all  Preferred
Securities,  (b) the distribution of Notes to the Holders in exchange for all of
the  Preferred  Securities  or (c)  full  payment  of  the  amounts  payable  in
accordance   with  the  Trust   Agreement   upon   liquidation  of  the  Issuer.
Notwithstanding  the  foregoing,  this  Guarantee  Agreement will continue to be
effective or will be  reinstated,  as the case may be, if at any time any Holder
must restore  payment of any sums paid with respect to Preferred  Securities  or
this Guarantee  Agreement.  The  obligations of the Guarantor under Sections 3.3
and 3.4 shall survive any such termination or the resignation and removal of the
Guarantee Trustee.

                                  ARTICLE VIII

                                  MISCELLANEOUS

      SECTION 8.1 Successors and Assigns.

      All guarantees and agreements  contained in this Guarantee Agreement shall
bind the successors,  assigns,  receivers,  trustees and  representatives of the
Guarantor  and  shall  inure to the  benefit  of the  Holders  of the  Preferred
Securities then outstanding.  Except in connection with a consolidation,  merger
or sale  involving  the  Guarantor  that is permitted  under Article VIII of the
Indenture and pursuant to which the successor or assignee


                                       16
<PAGE>

agrees  in  writing  to  perform  the  Guarantor's  obligations  hereunder,  the
Guarantor  shall not assign its rights or  delegate  its  obligations  hereunder
without the prior approval of the Holders of a Majority in Liquidation Amount of
the Preferred Securities.

      SECTION 8.2 Amendments.

      Except with respect to any changes that do not adversely affect the rights
of the Holders in any material  respect (in which case no consent of the Holders
will be required),  this Guarantee  Agreement may only be amended with the prior
approval of the  Guarantor,  the  Guarantee  Trustee and the Holders of not less
than  a  Majority  in  Liquidation  Amount  of  the  Preferred  Securities.  The
provisions of Article VI of the Trust Agreement  concerning meetings or consents
of the Holders shall apply to the giving of such approval.

      SECTION 8.3 Notices.

      Any notice,  request or other  communication  required or  permitted to be
given  hereunder  shall be in  writing,  duly  signed by the party  giving  such
notice, and delivered, telecopied or mailed by first class mail as follows:

            (a) if given to the  Guarantor,  to the address or facsimile  number
      set  forth  below  or  such  other  address,  facsimile  number  or to the
      attention  of such other  Person as the  Guarantor  may give notice to the
      Guarantee Trustee and the Holders:

                FNB FINANCIAL SERVICES CORPORATION
                1501 Highwoods Blvd., Suite 400,
                Greensboro, NC 27410
                Facsimile No.: (336) 369-0936
                Attention: Executive Vice President

            (b) if given to the Issuer,  at the  Issuer's  address or  facsimile
      number set forth below or such other address,  facsimile  number or to the
      attention  of such  other  Person  as the  Issuer  may give  notice to the
      Guarantee Trustee and the Holders:

                FNB FINANCIAL SERVICES CAPITAL TRUST I
                c/o FNB FINANCIAL SERVICES CORPORATION
                1501 Highwoods Blvd., Suite 400,
                Greensboro, NC 27410
                Facsimile No.: (336) 369-0936
                Attention: Administrative Trustee

            (c) if given to the Guarantee  Trustee,  at the address or facsimile
      number set forth below or such other address,  facsimile  number or to the
      attention of such other Person as the Guarantee Trustee may give notice to
      the Guarantor and the Holders:


                                       17
<PAGE>

                Deutsche Bank Trust Company Americas
                60 Wall Street, New York, New York 10005-2858
                Facsimile No.: (212) 797-8622
                Attention: Corporate Trust and Agency Services

            (d) if given to any  Holder,  at the  address set forth on the books
      and records of the Issuer.

      All notices  hereunder shall be deemed to have been given when received in
person,  telecopied  with  receipt  confirmed,  or mailed by first  class  mail,
postage  prepaid,  except that if a notice or other document is refused delivery
or cannot be  delivered  because  of a changed  address  of which no notice  was
given,  such notice or other  document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

      SECTION 8.4 Benefit.

      This  Guarantee  Agreement is solely for the benefit of the Holders and is
not separately transferable from the Preferred Securities.

      SECTION 8.5 Governing Law.

      This  Guarantee  Agreement  and the rights and  obligations  of each party
hereto,  shall be construed and enforced in accordance  with and governed by the
laws  of the  State  of New  York  without  reference  to its  conflict  of laws
provisions (other than Section 5-1401 of the General Obligations Law).

      SECTION 8.6 Submission to Jurisdiction.

      ANY LEGAL  ACTION OR  PROCEEDING  BY OR AGAINST  ANY PARTY  HERETO OR WITH
RESPECT  TO OR  ARISING  OUT OF THIS  GUARANTEE  AGREEMENT  MAY BE BROUGHT IN OR
REMOVED  TO THE  COURTS OF THE STATE OF NEW YORK,  IN AND FOR THE  COUNTY OF NEW
YORK, OR OF THE UNITED  STATES OF AMERICA FOR THE SOUTHERN  DISTRICT OF NEW YORK
(IN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF
THIS GUARANTEE  AGREEMENT,  EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY,  GENERALLY  AND  UNCONDITIONALLY,  THE  JURISDICTION  OF THE AFORESAID
COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR
IN CONNECTION WITH THIS GUARANTEE AGREEMENT.

      SECTION 8.7 Counterparts.

      This  instrument  may be executed in any number of  counterparts,  each of
which so executed shall be deemed to be an original,  but all such  counterparts
shall together constitute but one and the same instrument.


                                       18
<PAGE>

                      [THE NEXT PAGE IS THE SIGNATURE PAGE]

<PAGE>

      IN WITNESS WHEREOF, the undersigned have executed this Guarantee Agreement
as of the date first above written.

                                  FNB FINANCIAL SERVICES CORPORATION


                                  By: /s/ Pressley A. Ridgill
                                      ----------------------------------
                                      Pressley A. Ridgill
                                      Executive Vice President and Chief
                                      Operating Officer


                                  DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                   not in its individual capacity, but solely as
                                   Guarantee Trustee


                                  By:
                                      ----------------------------------
                                      Name:
                                      Title:

                                                                       Guarantee

<PAGE>

      IN WITNESS WHEREOF, the undersigned have executed this Guarantee Agreement
as of the date first above written.

                                  FNB FINANCIAL SERVICES CORPORATION


                                  By:
                                      ----------------------------------
                                      Pressley A. Ridgill
                                      Executive Vice President and Chief
                                      Operating Officer


                                  DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                   not in its individual capacity, but solely as
                                   Guarantee Trustee


                                  By: /s/ Wanda Camacho
                                      ----------------------------------
                                      Name:  Wanda Camacho
                                      Title: Vice President

                                                                       Guarantee