CONSULTING AND NONCOMPETITION AGREEMENT 
                             WITH PUT OPTION

THIS AGREEMENT dated January 15, 1999 is by and between FNB Corporation, a 
Virginia corporation and bank holding company (the "Corporation") which owns 
all of the outstanding stock of First National Bank, a national banking 
association headquartered in Christiansburg, Virginia (the "Bank") and 
Samuel H. Tollison, who resides at 3180 Fairview Church Road, Riner, 
Virginia 24149 (the "Consultant").

                          W I T N E S S E T H:

WHEREAS, the Consultant has served as a full-time employee of First National 
Bank and FNB Corporation, most recently holding the position of President 
and Chief Executive Officer of the Corporation;

WHEREAS, the Consultant announced his retirement from Corporation effective 
December 31, 1998;

WHEREAS, the Corporation desires to retain the Consultant to perform special 
projects for the benefit of the Corporation and/or Bank which the Consultant 
is willing to accept on the following terms.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual 
promises set forth in this Agreement and other good and valuable 
consideration, the Consultant and Corporation agree as follows:

1. Termination of Employment Agreement.  By execution hereof, the Consultant 
   resigns his executive employment with the Corporation and  the Consultant 
   and Corporation terminate the Consultant's Employment Agreement dated 
   September 11, 1997 with the Corporation on the terms set forth therein, 
   each act effective December 31, 1998.  Notwithstanding the foregoing, the 
   Consultant shall remain a director of the Corporation and the Bank 
   through May 31, 1999 and he shall retain the titles as Chairman, 
   President and CEO of the Corporation until such time, unless otherwise 
   mutually agreed.
 
2. Engagement and Retention.  The Corporation hereby engages and retains the 
   services of the Consultant, as an independent contractor, to provide 
   consulting assistance on the duties outlined in this Agreement.  The 
   Consultant accepts his engagement and retention on these terms.
 
3. Term.  This agreement shall take effect on January 1, 1999 and shall 
   terminate on December 31, 2003, if not sooner as provided hereafter.  
<PAGE> 

4. Duties of the Consultant.  In addition to the other duties imposed on the 
   Consultant in this Agreement, during the term hereof, the Consultant 
   shall, upon the request of the Corporation's Chief Executive Officer or 
   President:
 
       a) Participate in any due diligence analysis required in connection 
          with a proposed merger, acquisition, branch purchase or sale, or 
          similar corporate transactions involving the Corporation or the 
          Bank.
       b) Counsel the Corporation or the Bank on strategic planning matters;
       c) Assist the Corporation in promoting the stock of FNB Corporation 
          with market makers, institutional investors and other interested 
          parties;
       d) Any other aid for which the Consultant may be reasonable expected 
          to have the requisite knowledge and experience to assist the 
          Corporation or the Bank.
 
5. Noncompetion.   During the term hereof, the Consultant shall not, 
   directly or indirectly, engage or participate in, become an officer or 
   director of, or render advisory or other services for, or in connection 
   with any entity primarily engaging in the delivery of financial services 
   (including any such services approved for national banks by the 
   Comptroller of the Currency) in the Corporation's trading area (as 
   constituted at any time during the Consultant's engagement with FNB).
 
6. Relationship of the Parties.  Nothing contained in this Agreement shall 
   be construed to constitute the Consultant as an employee of the 
   Corporation or the Bank.  Furthermore, neither party shall have the 
   authority to bind each other in any respect.  The Consultant shall retain 
   the exclusive authority to manage the manner and means of his performance 
   hereunder.  At such times as the Consultant is not obligated to perform 
   his duties consistent with the terms of this Agreement, he may render his 
   services, in such manner and to such persons, firms and corporations as 
   he deems advisable, subject to the noncompetition provisions hereof.
 
7. Retainer.  For the Corporation's access to the Consultant's time, talent 
   and services, the Corporation shall pay the Consultant a retainer of 
   Fifty Thousand ($50,000) Dollars a year during the term of this 
   Agreement.  For the Consultant's agreement to refrain from assisting any 
   competitor of the Corporation during the term of this agreement, the 
   Corporation shall pay the Consultant a retainer of Fifty Thousand 
   ($50,000) Dollars a year.  Each retainer shall be paid monthly in equal 
   installments during the term of this Agreement.  In addition, the 
   Corporation shall reimburse the Consultant for any out-of-pocket expenses 
   incurred by the Consultant in carrying out his duties hereunder.
 
8. Benefits.  The Consultant shall receive no benefits customarily paid to 
   employees due to his service hereunder.  Nevertheless, the Consultant may 
   receive accrued benefits customarily paid to retired employees of the 
   Corporation (or Bank).
 <PAGE>

9. Automobile.  The Corporation shall furnish to the Consultant an 
   automobile of the Consultant's choosing for his exclusive use during the 
   term hereof.  The Corporation shall transfer title to such automobile to 
   the Consultant on the termination of this Agreement.
 
10. Facilities and Support.  During the term hereof, the Corporation shall 
   make available to the Consultant adequate office space to perform his 
   services.  The Corporation shall also provide equipment and staff support 
   for the Consultant as the Corporation deems reasonably necessary for the 
   Consultant to complete his duties hereunder.  The Consultant may, in his 
   discretion, utilize his own equipment, support and supplies.
 
11. Bank Documentation; Confidentiality.  The Corporation shall furnish 
    access to Consultant to confidential and proprietary documentation in 
    order to carry out his duties hereunder.  The Consultant acknowledges the 
    confidential and proprietary nature of this documentation and shall not, 
    in any manner, divulge or communicate the substance of the confidential 
    and proprietary documentation shared with him.  The Consultant further 
    acknowledges that the Corporation will be irreparably harmed by the 
    disclosure of confidential and proprietary information and specifically 
    authorizes the Corporation to obtain injunctive relief, among other 
    remedies, for a breach of this Agreement.
 
12. Put Option.  Should the Consultant desire to sell more than 1000 shares 
    of the Corporation's stock in any calendar month, the Consultant may 
    require the Corporation to repurchase the Consultant's stock in the 
    Corporation for sale (the "put option") at a mutually agreed upon price, 
    but not less than the price per share for which the last executed trade 
    which took place as reported by the NASDAQ national market exchange.   
    Notwithstanding the foregoing, should the Corporation announce a merger, 
    sale or acquisition of the Corporation (the "Merger Announcement") within 
    one year after the Consultant's exercise of the put option on any of his 
    shares of the Corporation, the Consultant shall be entitled to additional 
    compensation for all shares repurchased by the Corporation within one 
    year period before the Merger Announcement.  This additional compensation 
    shall equal the difference between the per share sales price of the 
    Corporation's stock at the end of trading on the first trading day after 
    the Merger Announcement and per share sales price on the date of each 
    exercise of the  put option times the number of shares repurchased on 
    each such exercise date.  The shares subject to the put option shall 
    include all shares owned by the Consultant, whether directly, indirectly 
    or through beneficial ownership (including the ESOP sponsored by the 
    Corporation).  
 <PAGE>

13. Termination.  This Agreement may be immediately terminated upon the 
    occurrence of one of the following:
        a) If the Consultant is found guilty of a crime involving moral 
           turpitude;
        b) If the Consultant is determined by a bank regulator to be either 
           temporarily or permanently disqualified from working in the 
           business of banking;
        c) If the Consultant dies;
        d) If either party defaults in the performance of any of its 
           obligations under this Agreement and notice shall be given by the 
           non-defaulting party to the defaulting party if such default shall 
           not have been cured within ten (10) days following the receipt of 
           such notice by the defaulting parties;
        e) The mutual execution of a written agreement of the parties hereto, 
           which termination shall not take effect immediately but at least 30 
           days after the date of the agreement as the parties provide 
           therein.
 
14. Assignment or Delegation of Duties.  The Consultant may not assign his 
    interest or delegate his duties hereunder without the express written 
    consent of the Corporation.
 
15. Miscellaneous.
        a) Benefit.  This Agreement shall bind the Corporation and the 
           Consultant, their respective successors and assigns.
        b) Entire Agreement.  This Agreement contains the entire agreement of 
           the parties and may not be modified except in writing signed by the 
           party against whom enforcement of any waiver, change, extension, 
           modification or discharge is sought.
        c) Waiver Not Continuing.  The waiver by either party of a breach or a 
           violation of any provision of this Agreement shall not operate as 
           or be construed as a waiver of any subsequent breach hereof.
        d) Notice.  Any notice required or permitted to be given hereunder 
           will be sufficient if furnished in writing, postage prepaid, to the 
           following addresses:

                   To FNB Corporation:

                   Julian D. Hardy, Jr.
                   FNB Corporation
                   PO Box 600
                   Christiansburg, VA  24068

                   To Samuel H. Tollison:
                   Samuel H. Tollison
                   3180 Fairview Church Road
                   Riner, VA  24149
<PAGE>
        e) Governing Law.  This Agreement shall be interpreted, construed and 
           governed according to the laws of the Commonwealth of Virginia.

WITNESS the following signatures and seals:

                         FNB Corporation


                                                            (SEAL)
                        Julian D. Hardy, Executive Vice President



                                                            (SEAL)
                        Samuel H. Tollison