Exhibit 10(FF)


                        VIRGINIA BANKERS ASSOCIATION

                      MODEL DEFERRED COMPENSATION PLAN

                               FOR DIRECTORS

                              (January, 1998)

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                             TABLE OF CONTENTS


                                                                      Page

                                ARTICLE I
                            Definition of Terms

1.1      Act                                                              1
1.2      Administrator                                                    1
1.3      Adoption Agreement                                               1
1.4      Beneficiary                                                      1
1.5      Benefit Commencement Date                                        1
1.6      Board                                                            1
1.7      Code                                                             1
1.8      Compensation                                                     1
1.9      Corporation                                                      1
1.10     Director                                                         1
1.11     Deferral Account or Deferral Accounts                            2
1.11(a)  Director Deferral Account                                        2
1.11(b)  Rollover Account                                                 2
1.12     Deferral Benefit                                                 2
1.13     Deferral Compensation Election                                   2
1.14     Deferral Contributions                                           2
1.15     Effective Date                                                   2
1.15(a)  Effective Date of the Plan                                       2
1.159b)  Effective Date of the Restatement of the Plan                    2
1.16     Eligible Director                                                2
1.17     Participant                                                      2
1.18     Plan                                                             2
1.19     Plan Sponsor                                                     2
1.20     Plan Year                                                        2
1.21     Rabbi Trust                                                      2
1.22     Restated Plan                                                    2
1.23     Valuation Date                                                   2
1.24     VBA Plan                                                         2

                               ARTICLE II
                      Eligibility and Participation

2.1      Eligibility                                                      3
2.2      Notice and Election Regarding Active Participation               3
2.3      Commencement of Active Participation                             3
2.4      Length of Participation                                          3

                               ARTICLE III
                   Determination of Deferral Benefits

3.1      Deferral Benefit                                                 3
3.2      Deferral Account                                                 3
3.3      Deferred Compensation Election                                   4
3.4      Subtractions from Deferral Account                               5
3.5      Crediting of Deemed Earnings to Deferral Account                 5
3.6      Equitable Adjustment in Case of Error Omission                   5
3.7      Statement of Benefits                                            5
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                               ARTICLE IV
                                Vesting

4.1      Vesting in Director Deferral Account                             5


                                ARTICLE V
                                 Funding

5.1      Funding                                                          5
5.2      Use of Rabbi Trust Permitted                                     6


                               ARTICLE VI
                        Time and Form of Payment

6.1      Time of Payment of Deferral Benefit                              6
6.2      Form of Payment of Deferral Benefit                              6
6.3      Lump Sum Payments and Periodic Installments                      6
6.4      Death after Benefit Commencement                                 7
6.5      Discretionary Cash-Out by Lump Sum Payment                       7
6.6      Benefit Determination and Payment Procedure                      7
6.7      Payments to Minors and Incompetents                              7
6.8      Distribution of Benefit When Distributee Cannot Be Located       7
6.9      Claims Procedure                                                 7

                               ARTICLE VII
                         Beneficiary Designation

7.1      Beneficiary Designation                                          8


                              ARTICLE VIII
                               Withdrawals

8.1      Severe Financial Hardship Withdrawals                            9


                               ARTICLE IX
                           Plan Administration

9.1      Plan Administrator                                               9
9.2      Power and Authority of Administrator                             9


                                ARTICLE X
                    Amendment and Termination of Plan

10.1     Amendment or Termination of the Plan                             9
<PAGE>


                               ARTICLE XI
                   Adoption by Additional Corporations

11.1     Adoption by Additional Corporations                             10


                               ARTICLE XII
                              Miscellaneous

12.1     Nonassignability                                                10
12.2     Right to Require Information and Reliance Thereon               10
12.3     Notices and Elections                                           10
12.4     Delegation of Authority                                         10
12.5     Service of Process                                              10
12.6     Governing Law                                                   10
12.7     Binding Effect                                                  10
12.8     Severability                                                    10
12.9     No Effect on Employment Agreement                               10
12.10    Gender and Number                                               10
12.11    Titles and Captions                                             11
12.12    Construction                                                    11
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                          VIRGINIA BANKERS ASSOCIATION
                        MODEL DEFERRED COMPENSATION PLAN
                                 FOR DIRECTORS
                                (January, 1998)


     A Corporation desiring to adopt the Plan should complete the necessary
information in the Adoption Agreement.  The Virginia Bankers Association
cannot guarantee that any Plan adopted by a Corporation will be deemed to
satisfy, or will actually satisfy, the requirements of the Internal Revenue
Code to deferred compensation plans for directors.  Corporations considering
the use of the Plan must recognize that neither the Virginia Bankers
Association nor its employees or representatives can give any legal advice as
to the acceptability or application of the Plan in any particular situation,
and that they should consult their own attorney for such advice.  The
establishment, operation, and the related tax consequences of the adoption and
maintenance of a deferred compensation plan for directors are the
responsibilities of the Corporation and its own legal counsel.


                                ARTICLE I
                            Definition of Terms

     The following words and terms as used in this Plan shall have the meaning
set forth below, unless a different meaning is clearly required by the
context:

     1.1     "Act":  The Employee Retirement Income Security Act of 1974, as
the same may be amended from time to time, or the corresponding sections of
any subsequent legislation which replaces it, and, to the extent not
inconsistent therewith, the regulations issued thereunder.

     1.2     "Administrator":  The Plan Administrator named and serving in
accordance with ARTICLE X hereof, and any successor or additional
Administrator appointed and serving in accordance herewith, all as selected in
Option 2(b) of the Adoption Agreement or as appointed, resigned or removed by
separate instrument attached thereto.

     1.3     "Adoption Agreement":  The adoption agreement, and any amendment
thereto, which sets forth certain elections and representations of the
Corporation and by execution of which the Corporation adopts the Plan.

     1.4     "Beneficiary":  The person or persons designated by a Participant
or otherwise entitled pursuant to ARTICLE VII to receive benefits under the
Plan attributable to such Participant after the death of such Participant.

     1.5     "Benefit Commencement Date":  The date or dates designated or
provided for in Option 5(a) of the Adoption Agreement.

     1.6     "Board":  The present and any succeeding Board of Directors of
the Plan Sponsor, unless such term is used with respect to a particular
Corporation and its Directors or Participants, in which event it shall mean
the present and any succeeding Board of Directors of that Corporation.

     1.7     "Code":  The Internal Revenue Code of 1986, as the same may be
amended from time to time, or the corresponding section of any subsequent
Internal Revenue Code, and, to the extent not inconsistent therewith,
regulations issued thereunder.

     1.8     "Compensation":  A Participant's (i) retainer as more
specifically designated by the Corporation in Option 4(a) of the Adoption
Agreement (referred to as "Retainer") and (ii) fees as more specifically
designated by the Corporation in Option 4(a) of the Adoption Agreement
(collectively referred to as "Fees").

     1.9     "Corporation":  The Plan Sponsor and those Corporations all of
which shall be members of the same controlled or affiliated service group
which are treated as a single employer under Section 414(b), (c), (m) or (o)
of the Code, named in Option 1(f) of the Adoption Agreement adopting the Plan,
collectively, unless the context indicates otherwise.

     1.10     "Director":  An individual who is a member of the Board of the
Corporation.
<PAGE>1

     1.11     "Deferral Account" or "Deferral Accounts":  The unfunded,
bookkeeping account(s) maintained on the books of the Corporation for a
Participant which reflects his interest in amounts attributable to Deferral
Contributions under the Plan made by or on behalf of the Participant
consisting of the following:

     1.11(a)     "Director Deferral Account":  The account or accounts of a
Participant under the Plan attributable to his Director Deferral Contributions
to the Plan.

     1.11(b)     "Rollover Account":  The account or accounts of a Participant
attributable to any deferrals of remuneration by or on behalf of the
Participant under any deferred compensation plan for directors previously
maintained by the Corporation that is merged into or transferred to the Plan.

     1.12     "Deferral Benefit":  The sum of the vested balances of
Participant's Deferral Accounts under the Plan as of the most recent Valuation
Date (or as otherwise provided herein).

     1.13     "Deferred Compensation Election":  The election made by the
Participant pursuant to paragraph 3.3 of the Plan.

     1.14     "Deferral Contributions":  That portion of a Participant's
Compensation which is deferred under the Plan.

     1.15     "Effective Date":

     1.15(a)     The "Effective Date of the Plan" with respect to each
Corporation shall be that date or dates specified in Option 3(a) (or in Option
3(c), in the case of an adopting Corporation) of the Adoption Agreement.

     1.15(b)     The "Effective Date of the Restatement of the Plan" with
respect to each Corporation shall be that date or dates specified in Option
3(b) of the Adoption Agreement.

     1.16     "Eligible Director":  Any Director in the class of Directors
indicated in Option 4(b) of the Adoption Agreement.

     1.17     "Participant":  An Eligible Director or other person qualified
to participate in the Plan for so long as he is considered a Participant as
provided in ARTICLE II hereof.  Participants may be classified as Active or
Inactive Participants as provided in ARTICLE II.

     1.18     "Plan":  This Agreement as contained herein or duly amended all
as adopted by the Corporation through the Adoption Agreement.

     1.19     "Plan Sponsor":  The Corporation named in Option 1(a) of the
Adoption Agreement.

     1.20     "Plan Year":  The twelve consecutive month period commencing
upon the first day of January of each year provided, however in the event that
this is a Restated Plan which was maintained previously on the basis of a
different Plan Year, the prior Plan Year and short Plan Year needed to effect
the Plan Year change shall be as set forth in Option 4(c) of the Adoption
Agreement.

     1.21     "Rabbi Trust":  A trust fund described in paragraph 5.2 and
established or maintained for the Plan.

     1.22     "Restated Plan":  The Plan, if it is indicated in Option 3(b) of
the Adoption Agreement that the Plan is adopted as an amendment or restatement
of deferred compensation plan for directors previously maintained by the
Corporation.

     1.23     "Valuation Date":  The date selected by the Corporation in
Option 4(d) of the Adoption Agreement.

     1.24     "VBA Plan":  The Virginia Bankers Association Master Defined
Contribution Plan and Trust.


                               ARTICLE II
                     Eligibility and Participation
<PAGE>

     2.1     Eligibility.  Each Eligible Director shall be eligible to
participate in the Plan effective as provided for in Option 4(e) of the
Adoption Agreement.

     2.2     Notice and Election Regarding Active Participation.

     2.2(a)     The Administrator shall give notice of eligibility to each
Eligible Director who is anticipated to be eligible to make Deferral
Contributions to the Plan within a reasonable period of time prior to the
effective date of eligibility for coverage as described in paragraph 2.1.

     2.2(b)     In order to become an Active Participant and make Deferral
Contributions with respect to a Plan Year, an Eligible Director must file with
the Administrator an election as hereinafter provided:

                (i)     With respect to the Plan Year in which the Effective
            Date or the effective date of coverage as described in paragraph
            2.1 occurs, in order to make Deferral Contributions with respect
            to such Plan Year, an Eligible Director must file a Deferred
            Compensation Election with the Administrator within 30 days of
            such Effective Date or effective date of coverage.  The Deferred
            Compensation Election shall be effective to defer Fees for
            services to be performed subsequent to the election.  The Deferred
            Compensation Election shall be effective to defer Retainers in a
            manner determined by the Administrator, in consultation with its
            legal counsel, to prevent the Participant from being considered to
            have constructively received such Retainer.

                (ii)     With respect to Plan Years beginning on or after the
            Effective Date or effective date of coverage as described in
            paragraph 2.1, in order to make Deferral Contributions of Fees or
            Retainer with respect to a Plan Year, an Eligible Director must
            file a Deferred Compensation Election with the Administrator prior
            to the beginning of the Plan Year.  The Deferred Compensation
            Election for Fees shall be effective as of the first day of the
            Plan Year in which the services that give rise to the Fees or
            Retainers to be deferred are rendered.

     2.3     Commencement of Active Participation.  An Eligible Director shall
become an Active Participant with respect to a Plan Year only if he is an
Eligible Director on the date in such Plan Year his Deferral Election is
scheduled to become effective and he timely files and has in effect a Deferral
Election with respect to such Plan Year.

     2.4     Length of Participation.  An individual who is or becomes a
Participant shall be or remain an Active Participant whenever he is an
Eligible Director with a Deferral Election in effect; and he shall be or
remain an Inactive Participant whenever he is entitled to future benefits
under the terms of the Plan and is not considered an Active Participant.


                               ARTICLE III
                     Determination of Deferral Benefits

     3.1     Deferral Benefit.  For purposes hereof, a Participant's Deferral
Benefit shall be the sum of the vested balances in his Director Deferral
Account and, if applicable, his Rollover Account at the time in question.

     3.2     Deferral Account.

     3.2(a)     The Corporation shall establish and maintain on its books
Deferral Accounts (and appropriate subdivisions thereof) for each Participant
to reflect the Participant's benefits under the Plan.

     3.2(b)     The balance in the Director Deferral Account of a Participant
shall consist of his Deferral Contributions made to the Plan pursuant to
paragraph 3.3, subtractions pursuant to paragraph 3.4, and deemed earnings or
losses thereon determined pursuant to paragraph 3.5.

     3.2(c)     The balance in the Rollover Account of a Participant shall
consist of balance transferred to the Plan on the Participant's behalf,
subtractions pursuant to paragraph 3.4, and deemed earnings or losses thereon
determined pursuant to paragraph 3.5.
<PAGE>

     3.3     Deferred Compensation Election.

     3.3(a)     Subject to the restrictions and conditions hereinafter
provided, an Eligible Director shall be entitled to elect to defer, as a
Director Deferral Contribution with respect to a Plan Year, an amount of his
Compensation which is specified by and in accordance with his direction in his
Deferred Compensation Election for such Plan Year.  Any such election must be
filed with the Administrator at the time required under subparagraph 2.2(b).

     3.3(b)     Deferred Compensation Elections shall be subject to the
following rules:

                (i)     A separate Deferred Compensation Election must be
            filed for each Plan Year.

                (ii)     Each Deferred Compensation Election must specify the
            following:

                        (A)     The amount of the Deferral Contribution for
                    the applicable period;

                        (B)     The Compensation from which the Deferral
                    Contribution shall be withheld, if appropriate;

                        (C)     If both Option 5(a)(2) and Option
                    5(a)(2)(B)(i) of the Adoption Agreement are selected, his
                    Benefit Commencement Date which date (I) may be one of the
                    dates permitted in Option 5(a)(2)(A) of the Adoption
                    Agreement, and (II) shall be irrevocable; provided
                    however, that with respect to a Disability Retirement
                    Date, the Participant's Benefit Commencement Date shall be
                    his Disability Retirement Date;

                        (D)     If both Option 5(b)(2) and Option
                    5(b)(2)(B)(i) of the Adoption Agreement are  selected, the
                    form of payment and if periodic installments are elected,
                    the number of years over which the Deferral Benefit is to
                    be paid to the Participant or his Beneficiary which period
                    (I) shall be the same for all Director Deferral
                    Contributions made and Deferral Benefits payable with
                    respect to a Plan Year, (II) shall be one of the
                    frequencies and one of the periods permitted in Option
                    5(b)(2)(ii) and (III) shall be irrevocable;

                        (E)     The Plan Year to which it relates; and

                        (F)     Such other information as the Administrator
                    may require.

     3.3(c)     Each Director Deferral Contribution is intended to be an
elective compensation reduction amount which shall be deducted from a
Participant's Compensation otherwise payable to him for a Plan Year by way of
Fees or Retainer.  Unless otherwise approved by the Administrator:

                (i)     Director Deferral Contribution of Fees shall be
            withheld from annual fees on a pro rata basis throughout the Plan
            Year (or remainder of the Plan Year, in the case of an Director
            who first becomes a Participant during the Plan Year as of a date
            other than the first day of the Plan Year, in the case of the Plan
            Year which contains the Effective Date of the Plan which is a date
            other than the first day of a Plan Year) to which the Director
            Deferral Contributions of Fees relate; and

                (ii)     Unless otherwise specifically stated in the Deferred
            Compensation Election filed by the Participant, Director Deferral
            Contributions of Retainer shall be withheld on a first dollar
            basis from the Retainer before any part is paid to the
            Participant, provided however, a Director Deferral Contribution of
            Retainer shall be reduced by any employment taxes required to be
            withheld unless the amount required to be withheld may be withheld
            from payments to be made to the Participant as a Retainer at the
            same time as the Director Deferral Contribution would otherwise
            have been paid in cash, or the Participant makes other
            arrangements with the Administrator to have such employment taxes
            withheld from other Compensation to be paid to the Participant
            during the Plan Year.  However, the Deferred Compensation Election
            filed by the Participant may, if permitted by the Administrator,
            provide that the Director Deferral Contribution of Retainer be
            withheld after a threshold level of Retainer has been paid to the
            Participant in cash.

     3.3(d)     Deferral Contributions of Fees made by a Participant for a
Plan Year shall be credited to his Director Deferral Account as of the date
such Fees are otherwise payable to the Participant.
<PAGE>

     3.3(e)     Deferral Contributions of Retainer made by a Participant shall
be credited to his Director Deferral Account as of the date such Retainer is
otherwise payable to the Participant.

     3.4     Subtractions from Deferral Account.  All distributions and
withdrawals from a Participant's Deferral Account shall be subtracted when
such distributions are made.

     3.5     Crediting of Deemed Earnings to Deferral Account.  As of each
Valuation Date, there shall be credited to the Deferral Accounts of each
Participant, earnings and losses based on the deemed investments selected by
the Corporation or, if permitted in Option 6 of the Adoption Agreement, by the
Participant (or, if deceased, his Beneficiary) in accordance with the
procedures adopted for the Plan by the Administrator from time to time.  The
available investment options shall be the funds available for directed
investment under the VBA Plan.  The Deferral Accounts of a Participant who
does not make a deemed investment direction shall be credited with earnings
and losses as though his Deferral Accounts were invested in the Current Income
Fund under the VBA Plan.  Such earnings and losses may be adjusted, in the
discretion of the Plan Sponsor, to reflect the expenses associated with
maintaining the Plan and, if applicable, the Rabbi Trust.

     3.6     Equitable Adjustment in Case of Error or Omission.  Where an
error or omission is discovered in the Deferral Account of a Participant, the
Administrator shall be authorized to make such equitable adjustment as the
Administrator deems appropriate.

     3.7     Statement of Benefits.  Within a reasonable time after
December 31 of the Plan Year and at the date a Participant's Deferral Benefit
or Death Benefit becomes payable under the Plan, the Administrator shall
provide to each Participant (or, if deceased, to his Beneficiary) a statement
of the benefit under the Plan.


                               ARTICLE IV
                                 Vesting


     4.1     Vesting.  A Participant's rights to the balance in his Deferral
Account and Deferral Benefit shall be fully vested and nonforfeitable at all
times, and the termination of his employment as a Director for any reason or
his death shall not diminish the amount payable to the Participant or his
Beneficiary.


                                ARTICLE V
                                 Funding

     5.1     Funding.

     5.1(a)     The undertaking to pay benefits hereunder shall be an
unfounded obligation payable solely from the general assets of the Corporation
and subject to the claims of the Corporation's creditors.  The Deferral
Accounts shall be maintained as book reserve accounts solely for accounting
purposes.

     5.1(b)     Except as provided in the Rabbi Trust established as permitted
in paragraph 5.2, nothing contained in the Plan and no action taken pursuant
to the provisions of the Plan shall create or be construed to create a trust
of any kind or a fiduciary relationship between the Corporation and the
Participant or his Beneficiary or any other person.  To the extent that any
person acquires a right to receive payments from the Corporation under the
Plan, such rights shall be no greater than the right of any unsecured general
creditor of the Corporation.

     5.1(c)     Where more than one Corporation participates in the Plan, the
funding and payment provisions hereof shall apply separately to each such
Corporation.

     5.1(d)     The Plan Sponsor may in its discretion make the payment of any
or all benefits under the Plan in lieu of payment by one or more Corporation.
Where the Plan Sponsor makes payments on behalf of other Corporations, the
Plan Sponsor may require contributions by participating Corporations to the
Plan Sponsor at such times (whether before, at or after the time of payment),
in such amounts and or such basis as it may from time to time determine in
order to defray the cost of benefits and administration of the Plan.
<PAGE>

     5.2     Use of Rabbi Trust Permitted.  Notwithstanding any provision
herein to the contrary, the Plan Sponsor may in its sole discretion elect to
establish and fund a Rabbi Trust for the purpose of providing benefits under
the Plan.


                               ARTICLE VI
                        Time and Form of Payment

     6.1     Time of Payment of Deferral Benefit.

     6.1(a)     A Participant's Deferral Benefit, if any, shall become payable
to the Participant, if then alive, on his Benefit Commencement Date.

     6.1(b)     In the event of the Participant's death before his Benefit
Commencement Date, the Participant's Deferral Benefit shall become payable to
the Beneficiary on the first day of the calendar quarter following the date of
the Participant's death.

     6.1(c)     If both Option 5(a)(2) and Option 5(a)(2)(B)(ii) of the
Adoption Agreement are selected, the Participant may select the Benefit
Commencement Date within the guidelines set forth in Option 5(a)(2) of the
Adoption Agreement.

     6.1(d)     Notwithstanding the foregoing, payment may be delayed for a
reasonable period in the event the Participant cannot be located or is not
competent to receive the benefit payment, there is a dispute as to the proper
recipient of such benefit payment, additional time is needed to complete the
Plan allocations, or additional time is needed for other administrative
reasons.

     6.2     Form of Payment of Deferral Benefit.

     6.2(a)     A Participant shall be paid the Deferral Benefit, if any, to
which he is entitled, commencing at the applicable time provided in paragraph
6.1, in a lump sum payment or in periodic installments payable with the
frequency selected by the Corporation in Option 5(b) of the Adoption Agreement
over a period selected by the Corporation in Option 5(b) of the Adoption
Agreement or, if permitted in Option 5(b) of the Adoption Agreement, by the
Participant.

     6.2(b)     In the event of the Participant's death before his Benefit
Commencement Date, the Beneficiary shall be paid the Deferral Benefit, if any,
to which he is entitled, commencing at the applicable time provided in
paragraph 6.1, in a lump sum payment or in periodic installments payable with
the frequency selected by the Corporation in Option 5(c) of the Adoption
Agreement over a period selected by the Corporation in Option 5(c) of the
Adoption Agreement or, if permitted in Option 5(c) of the Adoption Agreement,
by the Participant.

     6.2(c)     If both Option 5(b)(2) and Option 5(b)(2)(B)(ii) of the
Adoption Agreement are selected, the Participant may select the form of
payment within the guidelines set forth in Option 5(b)(2) of the Adoption
Agreement.

     6.3     Lump Sum Payments and Periodic Installments.

     6.3(a)     If a lump sum payment is permitted under the Plan, the amount
of a lump sum payment to or with respect to a Participant shall be determined
by reference to the Deferral Benefit.

     6.3(b)     If periodic installment payments are permitted under the Plan,
the amount of each periodic installment payment shall be the lesser of:

                (i)     The quotient obtained by dividing (A) the amount of
            such Participant's vested Deferral Benefit determined as though a
            lump sum payment were being made as of the last Valuation Date (or
            other time of valuation hereunder) immediately preceding the date
            of payment of such installment adjusted in the case of the first
            such payment for contributions or other adjustments allocated
            after such Valuation Date (or other time of valuation hereunder)
            and for any distributions therefrom since such Valuation Date, by
            (B) the number of installment payments then remaining to be made;
            or

                (ii)     The amount of such vested Deferral Benefit at such
            time.
<PAGE>

     6.3(c)     In the event that a Participant who has begun to receive
periodic installment payments again becomes an Director of the Corporation,
his periodic installments shall continue regardless of his return to
employment with the Corporation.

     6.4     Death after Benefit Commencement.  Upon the death of a
Participant after his benefit becomes payable in periodic installments, the
amounts of any periodic installments remaining unpaid shall be paid to his
Beneficiary over the remaining term certain for such installments subject to
such reduction of the remaining term certain as may be determined by the
Administrator.

     6.5     Discretionary Cash-Out by Lump Sum Payment.  Notwithstanding the
time and form of benefit payment provisions of paragraphs 6.1 and 6.2, in the
sole discretion of the Administrator, a Participant's vested Deferral Benefit
may be cashed-out in a lump sum payment in an amount equal to the vested
balance in the Participant's Deferral Accounts at such time if, at any time,
either (i) the entire vested Deferral Benefit is not over $10,000 or (ii) the
periodic installment payment amount is not over $2,000.

     6.6     Benefit Determination and Payment Procedure.  The Administrator
shall make all determinations concerning eligibility for benefits under the
Plan, the time or terms of payment, and the form or manner of payment to the
Participant or the Participant's Beneficiary, in the event of the death of the
Participant.  The Administrator shall promptly notify the Corporation and,
where payments are to be made from a Rabbi Trust, the trustee thereof of each
such determination that benefit payments are due and provide to the
Corporation and, where applicable, such trustee all other information
necessary to allow the Corporation or such trustee, as the case may be, to
carry out said determination, whereupon the Corporation or such trustee, as
the case may be, shall pay such benefits in accordance with the
Administrator's determination.

     6.7     Payments to Minors and Incompetents.  If a Participant or
Beneficiary entitled to receive any benefits hereunder is a minor or is
adjudged to be legally incapable of giving valid receipt and discharge for
such benefits, or is deemed so by the Administrator, benefits will be paid to
such person as the Administrator may designate for the benefit of such
Participant or Beneficiary.  Such payments shall be considered a payment to
such Participant or Beneficiary and shall, to the extent made, be deemed a
complete discharge of any liability for such payments under the Plan.

     6.8     Distribution of Benefit When Distributee Cannot Be Located.  The
Administrator shall make all reasonable attempts to determine the identity
and/or whereabouts of a Participant entitled to benefits under the Plan,
including the mailing by certified mail of a notice to the last known address
shown on the Corporation's or the Administrator's records.  If the
Administrator is unable to locate such a person entitled to benefits
hereunder, or if there has been no claim made for such benefits, the
Corporation shall continue to hold the benefit due such person, subject to any
applicable statute of escheats.

     6.9     Claims Procedure.

     6.9(a)     In the event that a Participant is a common law employee of
the Corporation the following claims procedure shall apply to that Participant
and his Beneficiaries to the extent required by the Act.  Such Participant or
Beneficiary (the "claimant") shall have the right to request any benefit under
the Plan by filing a written claim for any such benefit with the Administrator
on a form provided by the Administrator for such purpose.  The Administrator
shall give such claim due consideration and shall either approve or deny it in
whole or in part.  Within ninety (90) days following receipt of such claim by
the Administrator, notice of any denial thereof, in whole or in part, shall be
delivered to the claimant or his duly authorized representative or such notice
of denial shall be sent by mail to the claimant or his duly authorized
representative at the address shown on the claim form or such individual's
last known address.  The aforesaid ninety (90) day response period may be
extended to one hundred eighty (180) days after receipt of the claimant's
claim if special circumstances exist and if written notice of the extension to
one hundred eighty (180) days indicating the special circumstances involved
and the date by which a decision is expected to be made is furnished to the
claimant within ninety (90) days after receipt of the claimant's claim.  Such
notice of denial shall be written in a manner calculated to be understood by
the claimant and shall:

                (i)     Set forth a specific reason or reasons for the denial,

                (ii)     Make specific reference to the pertinent provisions
            of the Plan on which any denial of benefits is based,

                (iii)     Describe any additional material or information
            necessary for the claimant to perfect the claim and explain why
            such material or information is necessary, and

                (iv)     Explain the claim review procedure of subparagraph
            6.9(b).
<PAGE>
If such notice of denial is not provided to the claimant within the applicable
ninety (90) day or one hundred eighty (180) day period, the claimant's claim
shall be considered denied for purposes of the claim review procedure of
subparagraph 6.9(b).

     6.9(b)     A Participant or Beneficiary whose claim filed pursuant to
subparagraph 6.9(a) has been denied, in whole or in part, may, within sixty
(60) days following receipt of notice of such denial, or following the
expiration of the applicable period provided for in subparagraph 6.9(a) for
notifying the claimant of the decision on the claim if no notice of denial is
provided, make written application to the Administrator for a review of such
claim, which application shall be filed with the Administrator.  For purposes
of such review, the claimant or his duly authorized representative may review
Plan documents pertinent to such claim and may submit to the Administrator
written issues and comments respecting such claim.  The Administrator may
schedule and hold a hearing.  The Administrator shall make a full and fair
review of any denial of a claim for benefits and issue its decision thereon
promptly, but no later than sixty (60) days after receipt by the Administrator
of the claimant's request for review, or one hundred twenty (120) days after
such receipt if a hearing is to be held or if other special circumstances
exist and if written notice of the extension to one hundred twenty (120) days
is furnished to the claimant within sixty (60) days after the receipt of the
claimant's request for a review.  Such decision shall be in writing, shall be
delivered or mailed by the Administrator to the claimant or his duly
authorized representative in the manner prescribed in subparagraph 6.9(a) for
notices of approval or denial of claims, and shall:

                (i)     Include specific reasons for the decision,

                (ii)     Be written in a manner calculated to be understood by
            the claimant, and

                (iii)     Contain specific references to the pertinent Plan
            provisions on which the decision is based.

The Administrator's decision made in good faith shall be final.


                               ARTICLE VII
                         Beneficiary Designation

     7.1     Beneficiary Designation.

     7.1(a)     Each Participant shall be entitled to designate a Beneficiary
hereunder by filing a designation in writing with the Administrator on the
form provided for such purpose.  Any Beneficiary designation made hereunder
shall be effective only if signed and dated by the Participant and delivered
to the Administrator prior to the time of the Participant's death.  Any
Beneficiary designation hereunder shall remain effective until changed or
revoked hereunder.

     7.1(b)     Any Beneficiary designation may include multiple, contingent
or successive Beneficiaries and may specify the proportionate distribution to
each Beneficiary.

     7.1(c)     A Beneficiary designation may be changed by the Participant at
any time, or from time to time, by filing a new designation in writing with
the Administrator.

     7.1(d)     If a Participant dies without having designated a Beneficiary,
or if the Beneficiary so designated has predeceased the Participant or cannot
be located by the Administrator within one (1) year after the date when the
Administrator commenced making a reasonable effort to locate such Beneficiary,
then the Participant's spouse or, if none, the executor or the administrator
of his estate shall be deemed to be his Beneficiary.

     7.1(e)     If a Beneficiary of the Participant shall survive the
Participant but shall die before the Participant's entire benefit under the
Plan has been distributed, then, absent any other provision by the
Participant, the unpaid balance thereof shall be distributed to such other
beneficiary named by the deceased Beneficiary to receive his interest or, if
none, to the estate of the deceased Beneficiary.  If multiple beneficiaries
are designated, absent any other provision by the Participant, those named or
the survivor of them shall share equally in any amounts payable hereunder.


                              ARTICLE VIII
                               Withdrawals
<PAGE>

     8.1     Severe Financial Hardship Withdrawals.

     8.1(a)     In the event of any Severe Financial Hardship and upon written
request of a Participant (or, if subsequent to his death, his Beneficiary),
the Administrator in its sole discretion may pay in one lump sum to the
Participant (or his Beneficiary) all or any portion of the Participant's
Director Deferral Account and his Rollover Account.  Any such payment shall be
limited to that amount reasonably necessary to alleviate the Severe Financial
Hardship, and any remaining payments or account balances shall be
appropriately adjusted.

     8.1(b)     For purposes hereof, a "Severe Financial Hardship" means an
unforeseeable emergency, and shall be defined in a manner consistent with the
meaning ascribed thereto under Section 457 of the Code as a severe financial
hardship of the Participant (or, if subsequent to his death, his Beneficiary)
resulting from a sudden and unexpected illness, accident or loss of property
due to casualty, or any other similar extraordinary and unforeseeable
circumstance arising as a result of events beyond the control of the
Participant (or, if subsequent to his death, his Beneficiary).


                               ARTICLE IX
                           Plan Administration

     9.1     Plan Administrator.  The Plan shall be administered by a plan
administrator (the "Administrator") to be appointed by and serve at the
pleasure of the Plan Sponsor, or in the absence of the appointment or in the
event any person so appointed shall fail or cease to serve, the Plan Sponsor
shall be the Administrator.

     9.2     Power and Authority of Administrator.  The Administrator is
hereby vested with all the power and authority necessary in order to carry out
its duties and responsibilities in connection with the administration of the
Plan, including the power to interpret the provisions of the Plan.  For such
purpose, the Administrator shall have the power to adopt rules and regulations
consistent with the terms of the Plan.


                                ARTICLE X
                   Amendment and Termination of Plan

     10.1     Amendment or Termination of the Plan.  The Plan may be
terminated at any time by the Board of the Plan Sponsor.  The Plan may be
amended in whole or in part from time to time by the Board of the Plan Sponsor
effective as of any date specified.  No amendment or termination shall operate
to decrease a Participant's Deferral Account balance as of the earlier of the
date on which the amendment or termination is approved by the Board of the
Plan Sponsor or the date on which an instrument of amendment or termination is
signed or approved on behalf of the Plan Sponsor.
<PAGE>


                               ARTICLE XI
                   Adoption by Additional Corporations

     11.1     Adoption by Additional Corporations.  Any subsidiary or
affiliate of the Plan Sponsor may adopt the Plan with the consent of the Board
of the Plan Sponsor and approval by its Board.


                               ARTICLE XII
                              Miscellaneous

     12.1     Nonassignability.  The interests of each Participant under the
Plan are not subject to claims of the Participant's creditors; and neither the
Participant, nor his Beneficiary, shall have any right to sell, assign,
transfer or otherwise convey the right to receive any payments hereunder or
any interest under the Plan, which payments and interest are expressly
declared to be nonassignable and nontransferable.

     12.2     Right to Require Information and Reliance Thereon.  The
Corporation and Administrator shall have the right to require any Participant,
Beneficiary or other person receiving benefit payments to provide it with such
information, in writing, and in such form as it may deem necessary to the
administration of the Plan and may rely thereon in carrying out its duties
hereunder.  Any payment to or on behalf of a Participant or Beneficiary in
accordance with the provisions of the Plan in good faith reliance upon any
such written information provided by a Participant or any other person to whom
such payment is made shall be in full satisfaction of all claims by such
Participant and his Beneficiary; and any payment to or on behalf of a
Beneficiary in accordance with the provision so the Plan in good faith
reliance upon any such written information provided by such Beneficiary or any
other person to whom such payment is made shall be in full satisfaction of all
claims by such Beneficiary.

     12.3     Notices and Elections.  All notices required to be given in
writing and all elections required to be made in writing, under any provision
of the Plan, shall be invalid unless made on such forms as may be provided or
approved by the Administrator and, in the case of a notice or election by a
Participant or Beneficiary, unless executed by the Participant or Beneficiary
giving such notice or making such election.  Subject to limitations under
applicable provisions of the Code (or the Act if applicable) (such as the
requirement that deferral elections be in writing), the Administrator is
authorized in its discretion to accept other means for receipt of effective
notices, elections, consent and/or application by Participants and/or
Beneficiaries, including but not limited to interactive voice systems, on such
basis and for such purposes as it determines from time to time.

     12.4     Delegation of Authority.  Whenever the Plan Sponsor or any other
Corporation is permitted or required to perform any act, such act may be
performed by its President or Chief Executive Officer or other person duly
authorized by its President or Chief Executive Officer or the Board of the
Corporation.

     12.5     Service of Process.  The Administrator shall be the agent for
service of process on the Plan.

     12.6     Governing Law.  The Plan shall be construed, enforced and
administered in accordance with the laws of the Commonwealth of Virginia
except as pre-empted by the Act in case of a Participant who is a common law
employee of the corporation.

     12.7     Binding Effect.  The Plan shall be binding upon and inure to the
benefit of the Corporation, its successors and assigns, and the Participant
and his heirs, executors, administrators and legal representatives.

     12.8     Severability.  If any provision of the Plan should for any
reason be declared invalid or unenforceable by a court of competent
jurisdiction, the remaining provisions shall nevertheless remain in full force
and effect.

     12.9     No Effect on Employment Agreement.  The Plan shall not be
considered or construed to modify, amend or supersede any employment or other
agreement between the Corporation and the Participant heretofore or hereafter
entered into unless so specifically provided.

     12.10     Gender and Number.  In the construction of the Plan, the
masculine shall include the feminine or neuter and the singular shall include
the plural and vice versa in all cases where such meanings would be
appropriate.
<PAGE>

     12.11     Titles and Captions.  Titles and captions and headings herein
have been inserted for convenience of reference only and are to be ignored in
any construction of the provisions hereof.

     12.12     Construction.  The Plan is primarily a plan of deferral for
non-employee Directors.  However, to the extent that a Participant is a common
law employee of the Corporation, the Plan with respect to such Participant
shall be construed as a "plan which is unfunded and is maintained by the
employer primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees," within the
meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of the Act, as amended,
and shall be interpreted and administered accordingly.



                     VIRGINIA BANKERS ASSOCIATION
            MODEL NON-QUALIFIED DEFERRED COMPENSATION PLAN
                            FOR DIRECTORS
                           (January, 1998)

                         ADOPTION AGREEMENT

     If the Corporation completing this document has any questions about the
adoption of the Plan, the provisions of the Plan, its representative should
contact Bette J. Albert, C.L.U. at the Virginia Bankers Association Benefits
Corporation, 700 East Main Street, Suite 1411, Post Office Box 462, Richmond,
Virginia 23219, telephone number (804) 643-7469 during business hours.

     Each Corporation named below hereby adopts the Plan through this
Adoption Agreement (the "Adoption Agreement"), to be effective as of the
date(s) specified below, and elects the following specifications and provides
the following information relating thereto:

In completing this Adoption Agreement, if additional space is required insert
additional sheets.

                          Adoption Agreement Contents

                                                                     Page

     Option 1     Corporation(s) Adopting Plan Named in Paragraph
                  1.9 of the Plan                                       1
     Option 2     General Plan Information                              2
     Option 3     Status of Plan and Effective Date(s)                  2
     Option 4     Definitions                                           2
     Option 5     Time and Form of Benefit Payments                     4
     Option 6     Participant Deemed Investment Direction               8


1.     CORPORATION(S) ADOPTING PLAN NAMED IN PARAGRAPH 1.9 OF THE PLAN.

     (a)  Name of Corporation:            (b)  Corporation's telephone
          FNB Corporation                      Number:
                                               (540) 382-4951

     (c)  Address of Corporation:         (d)  Corporation's EIN:
          Post Office Box 600                  54-1791618
          Christiansburg, VA  24068-0600  (e)  Corporation's Tax Year End:
                                               12/31
     (f)  Name, Address and Identifying Information of Other Participating
          Corporations Adopting the Plan:
          First National Bank
          54-0211160
<PAGE>
2.     GENERAL PLAN INFORMATION.

     (a)   Name of Plan:  VBA Director's Non-Qualified Defered Compensation
           Plan

     (b)   Name, Address and EIN of Plan Administrator(s):  [If other than
           Plan Sponsor, appointment must be by resolution.]

3.     STATUS OF PLAN AND EFFECTIVE DATE(S).

     (a)   Effective Date of Plan:  The Effective Date of the Plan is June 1,
           2000.

     (b)   Plan Status.  The Adoption of the Plan through this Adoption
           Agreement is:

           [x]    (1)   Initial Establishment.  The initial adoption and
                        establishment of the Plan.

           [ ]    (2)   Restated Plan.  An amendment and restatement of the
                        Plan (a Restated Plan).

                       (A)   Effective Date of this Restatement.  The
                             Effective Date of this Restatement of the Plan
                             is , 20  .

                       (B)   Prior Plan.  The Plan was last maintained under
                             document dated      , 20  and was known as the .

                       (C)   Transitional or Special Provisions:  [Enter any
                             transitional or special provisions relating to
                             any Rollover Account and the Plan as restated.]

     (c)   Adoption of Plan by Additional Corporations after Effective Date
           of Plan.  The Effective Date(s) of the Plan with respect to

           [Enter name(s) of additional Corporations adopting Plan] is (are)

           [Enter date(s) Plan is first effective as to additional
            Corporation(s).]

4.     DEFINITIONS.

     (a)   Compensation           Compensation is used throughout the basic
           Paragraph 1.8          plan document for different purposes.  The
                                  following specific rules apply.

                                  (1)   General Definition.  The Compensation
                                        definition in paragraph 1.8 of the
                                        basic plan document is modified as
                                        follows:
<PAGE>
                                     (A)  Retainer.  Retainer is more
                                          specifically defined to mean:




                                     (B)  Fees.  Fees is more specifically
                                          defined to mean:




                                  (2)   Specific Definitions.  When used with
                                        respect to Deferral Contributions
                                        under the Plan, Compensation shall
                                        include:

                                        [ ]    (A)    Retainer.

                                        [ ]    (B)    Fees.

                                        [x]    (C)    Retainers and Fees.

     (b)   Eligible Director       Eligible Director shall mean only the
           Paragraph 1.16          following:

                                   [ ]    (1)    All Directors.  Any
                                                 individual serving as a
                                                 Director of the Corporation.

                                   [x]    (2)    All Non-Employee Directors.
                                                 Any individual serving as a
                                                 Director of the Corporation,
                                                 except Directors who are
                                                 also common law employees of
                                                 the Corporation.

                                   [ ]    (3)    Determination by Board.  Any
                                                 individual who is designated
                                                 as an Eligible Director by
                                                 resolution of the [ ] Plan
                                                 Sponsor's [ ] Corporation's
                                                 Board of Directors.  A copy
                                                 of the resolution shall be
                                                 attached to and incorporated
                                                 by reference into the Plan.

     (c)   Plan Year               In the case of Restated Plan which prior
           Paragraph 1.20          to the Effective Date of this Restatement
                                   was maintained on the basis of a Plan Year
                                   beginning on a date other than January 1,
                                   the Plan Year shall begin       on,
                                   and ending on      ,      with a short
                                   Plan Year beginning on      ,      and
                                   ending on December 31,     .  Thereafter,
                                   the Plan Year shall be the 12 month period
                                   beginning each January 1.

     (d)   Valuation Date          The following date selected by the
           Paragraph 1.23          Corporation:

                                   [x]    (1)    Quarterly.  The last day of
                                                 each calendar quarter.

                                   [ ]    (2)    Semi-Annually.  The last day
                                                 of June and the last day of
                                                 December of each Plan Year.

                                   [ ]    (3)    Annually.  The last day of
                                                 each Plan Year.
<PAGE>
     (e)   Effective Date          The effective date of coverage for an
           of Coverage             Eligible Director shall be [Check one]:
           Subparagraph 2.1
                                   [x]    (1)    Quarterly.  The first day of
                                                 the calendar quarter
                                                 following the date the
                                                 individual became an
                                                 Eligible Director.

                                   [ ]    (2)    Semi-Annually.  The first
                                                 day of the Plan Year or the
                                                 first day of the seventh
                                                 month of the Plan Year next
                                                 following the date the
                                                 individual became an
                                                 Eligible Director.

                                   [ ]    (3)    Annually.  The first day of
                                                 the Plan Year following the
                                                 date the individual became
                                                 an Eligible Director.

5.     TIME AND FORM OF BENEFIT PAYMENTS.

     (a)   Benefit Commencement    The term Benefit Commencement Date shall
           Date Defined            mean the first day of calendar quarter
           Paragraphs 1.5, 3.3(a)  coinciding or next following:
           and 6.1

                                   [ ]    (1)    Termination as Director.
                                                 The Participant's
                                                 termination as a Director of
                                                 the Corporation for whatever
                                                 reason.

                                   [x]    (2)    Selected By Participant.
                                                 The date selected by the
                                                 Participant in accordance
                                                 with the following:

                                              (A)  Participant's Options.
                                                   The Participant may elect
                                                   that his Benefit
                                                   Commencement Date be based
                                                   on [Select options to be
                                                   available to
                                                   Participants]:

                                              [ ]    (i)    His termination
                                                            as a Director of
                                                            the Corporation.

                                              [ ]    (ii)   A date certain
                                                            stated clearly in
                                                            his election form
                                                            which shall be
                                                            without regard to
                                                            when his service
                                                            as a Director of
                                                            the Corporation
                                                            ends.

                                              [x]    (iii)  The later of a
                                                            date certain or
                                                            his termination
                                                            as a Director of
                                                            the Corporation.

                                              [ ]    (iv)   The earlier of a
                                                            date certain or
                                                            his termination
                                                            as a Director of
                                                            the Corporation.

                                              [ ]    (v)    Describe other
                                                            options to be
                                                            available:
<PAGE>
                                              (B)  Timing of Participant
                                                   Election.  The Participant
                                                   shall elect his Benefit
                                                   Commencement Date at the
                                                   following time:

                                              [ ]    (i)    At Time Deferral
                                                            Election is Made.
                                                            The Participant's
                                                            election of the
                                                            Benefit
                                                            Commencement Date
                                                            shall be made at
                                                            the time his
                                                            first Deferred
                                                            Contribution
                                                            Election is filed
                                                            under the Plan.

                                              [x]    (ii)   In Plan Year
                                                            Prior to Date
                                                            Elected.  The
                                                            Participant's
                                                            election of the
                                                            Benefit
                                                            Commencement Date
                                                            shall be made no
                                                            later than the
                                                            earlier of (a)
                                                            the end of the
                                                            Plan Year prior
                                                            to the Benefit
                                                            Commencement Date
                                                            selected and (b)
                                                            at least 90 days
                                                            before the
                                                            selected date.

     (b)   Form of Payment to      The form of benefit payments available to
           Participant             the Participant shall be determined in
           Paragraph 6.2(a)        accordance with the following rules:

                                   [ ]    (1)    Selected By Corporation.
                                                 The Corporation selects the
                                                 following form of payment:

                                     [ ]    (A)    Lump Sum Payment.
                                                   Deferral Benefits will be
                                                   paid in the form of a lump
                                                   sum payment.

                                     [ ]    (B)    Periodic Installments.
                                                   Deferral Benefits will be
                                                   paid in the form of
                                                   periodic installment
                                                   payments made:

                                                  (i)  Frequency:

                                                  [ ]  (a)  Monthly.

                                                  [ ]  (b)  Quarterly.

                                                  [ ]  (c)  Semi-Annually.

                                                  [ ]  (d)  Annually.

                                                  (ii)  Duration.  Over the
                                                        following period:

                                                  [ ]  (a)  Five (5) years.

                                                  [ ]  (b)  Ten (10) years.

                                                  [ ]  (c)  Fifteen (15)
                                                            years.

                                                  [ ]  (d)  Twenty (20)
                                                            years.

                                   [x]    (2)    Selected By Participant.
                                                 The form of payment shall be
                                                 selected by the Participant
                                                 in accordance with the
                                                 following.

                                                (A)   Participant's Options.
                                                      The Participant may
                                                      elect from among the
                                                      following forms of
                                                      payment [Select options
                                                      to be available to
                                                      Participants]:
<PAGE>

                                                  [x]  (i)  Lump Sum Payment.
                                                            Deferral Benefits
                                                            may be paid only
                                                            in the form of a
                                                            lump sum payment.

                                                  [x]  (ii) Periodic
                                                            Installments.
                                                            Deferral Benefits
                                                            may be paid in
                                                            the form of
                                                            periodic
                                                            installment
                                                            payments made:

                                                        (a)  Frequency:

                                                        [x] (I)   Monthly.

                                                        [x] (II)  Quarterly.

                                                        [x] (III) Semi-
                                                                  Annually.

                                                        [x] (IV)  Annually.

                                                        (b)  Duration.  Over
                                                             the following
                                                             period:

                                                        [x] (I)   Five (5)
                                                                  years.

                                                        [x] (II)  Ten (10)
                                                                  years.

                                                        [x] (III) Fifteen
                                                                  (15) years.

                                                        [x] (IV)  Twenty (20)
                                                                  years.

                                                (B)   Timing of Participant
                                                      Election.  The
                                                      Participant shall elect
                                                      his form of payment at
                                                      the following time:

                                                [ ] (i)   At Time Deferral
                                                          Election is Made.
                                                          The Participant's
                                                          election of the
                                                          form of payment
                                                          shall be made at
                                                          the time his first
                                                          Deferred
                                                          Contribution
                                                          Election is filed
                                                          under the Plan.

                                                [x] (ii)  In Plan Year Prior
                                                          to Date Elected.
                                                          The Participant's
                                                          election of the
                                                          form of payment
                                                          shall be made no
                                                          later than the
                                                          earlier of (a) the
                                                          end of the Plan
                                                          Year prior to the
                                                          Benefit
                                                          Commencement Date
                                                          selected and (b) at
                                                          least 90 days
                                                          before the selected
                                                          date.

     (c)   Form of Payment to      The form of benefit payments available to
           Beneficiary             the Beneficiary shall be determined in
           Paragraph 6.2(b)accordance with the following rules:

           [ ]    (1)    Selected By Corporation.  The Corporation selects
                         the following form of payment:

                         [ ]   (A)   Lump Sum Payment.  Deferral Benefits
                                     will be paid in the form of a lump sum
                                     payment.

                         [ ]   (B)   Periodic Installments.  Deferral
                                     Benefits will be paid in the form of
                                     periodic installment payments made:

                                     (i)   Frequency:

                                     [ ]   (a)   Monthly.
<PAGE>

                                     [ ]   (b)   Quarterly.

                                     [ ]   (c)   Semi-Annually.

                                     [ ]   (d)   Annually.

                                     (ii)  Duration.  Over the following
                                           period:

                                     [ ]   (a)   Five (5) years.

                                     [ ]   (b)   Ten (10) years.

                                     [ ]   (c)   Fifteen (15) years.

                                     [ ]   (d)   Twenty (20) years.

           [x]    (2)    Selected By Participant.  The form of payment shall
                         be selected by the Participant in accordance with
                         the following:

                         (A)   Participant's Options.  The Participant may
                               elect from among the following forms of
                               payment [Select options to be available to
                               Participant]:

                         [x]   (i)   Lump Sum Payment.  Deferral Benefits may
                                     be paid only in the form of a lump sum
                                     payment.

                         [x]   (ii)  Periodic Installments.  Deferral
                                     Benefits may be paid in the form of
                                     periodic installment payments made:

                                    (a)   Frequency:

                                    [x]   (I)   Monthly.

                                    [x]   (II)  Quarterly.

                                    [x]   (III) Semi-Annually.

                                    [x]   (IV)  Annually.

                                    (b)   Duration.  Over the following
                                          period:

                                    [x]   (I)   Five (5) years.

                                    [x]   (II)  Ten (10) years.

                                    [x]   (III) Fifteen (15) years.

                                    [x]   (IV)  Twenty (20) years.

                         (B)   Timing of Participant Election.  The
                               Participant shall elect the Beneficiary's form
                               of payment at the time his first at any time
                               prior to his death.
<PAGE>
6.     PARTICIPANT DEEMED INVESTMENT DIRECTION
       Paragraph 3.6

     (a)   Availability Generally  A Participant [Check one]:

                                  [ ]   (1)   Not Permitted.  May not make
                                              deemed investment directions.

                                  [x]   (2)   Permitted.  May make deemed
                                              investment directors for his
                                              Deferral Accounts.

     (b)   Frequency and           Participants may make their deemed
           Effective Date of       investment directions as [Check one if
           Investment Directions   Option 6(a)(2) is selected]:

                                  [x]   (1)   Quarterly.  Quarterly effective
                                              as of the first day of each
                                              quarter of the Plan Year,

                                  [ ]   (2)   Semi-Annually.  Semi-annually
                                              effective as of the first day
                                              of each Plan Year,

                                  [ ]   (3)   Annually.  Annually effective
                                              as of the first day of each
                                              Plan Year,

                                  and (if any of the above options are
                                  selected) at such other date(s) as the
                                  Administrator may from time to time
                                  authorize.

     IN WITNESS WHEREOF, each Corporation, by its duly authorized
representatives, has executed this instrument this 4th day of May, 2000.


                                          FNB Corporation
                                          [Enter Name of Corporation]

                                          By  /s/
                                          Its   Pres. and CEO


[SEAL]

ATTEST:

__________________________________________
Its________________________________________



                                          ___________________________________
                                          [Enter Name of Corporation]

                                          By_________________________________
                                          Its________________________________


[SEAL]

ATTEST:

__________________________________________
Its________________________________________
<PAGE>

                                          ___________________________________
                                          [Enter Name of Corporation]

                                          By_________________________________
                                          Its________________________________


[SEAL]

ATTEST:

__________________________________________
Its________________________________________
<PAGE>