Exhibit (3)(ii)

                                FNB CORPORATION,
                             A Virginia Corporation

                             RESTATEMENT OF BYLAWS
                      (As Amended Through January 27, 2005)


                                   ARTICLE I

Meetings of Shareholders

     Section 1.1.  Annual Meeting.  The regular annual meeting of the
shareholders, for the election of Directors and the transaction of whatever
other business may properly come before the meeting, shall be held at such a
place as the Board may designate between the hours of 8:00 a.m. and 4:00 p.m.
on the second Tuesday of May of each year.  To be properly brought before an
annual meeting, business must be (i) specified in the notice of annual meeting
(or any supplement thereto) given by or at the direction of the Board of
Directors, (ii) otherwise properly brought before the annual meeting by or at
the direction of the Board of Directors, or (iii) otherwise properly brought
before an annual meeting by a shareholder.  In addition to any other
applicable requirements for business to be properly brought before an annual
meeting by a shareholder, the shareholder must have given timely notice to the
Corporate Secretary.  For a shareholder proposal to be timely if it is to be
included in the Company's proxy statement, the shareholder must comply with
the applicable provisions of the federal securities law.  Notice of such
meeting shall be distributed in a manner and form in accordance with governing
law.  If from any cause an election of Directors is not made on the said day,
the Board of Directors shall order the election to be held on some subsequent
day, as soon thereafter as practicable, according to the provision of
governing law; and notice thereof shall be given in the manner herein provided
for the annual meeting.

     Section 1.2.  Special Meetings.  Except as otherwise specifically
provided by statute, special meetings of the shareholders may be called for
any purpose at any time by the Board of Directors or in writing by any
shareholder owning ten percent (10%) or more of the shares entitled to vote at
the meeting.  Notice of every such special meeting shall be distributed in a
manner and form in accordance with governing law.

     Section 1.3.  Nominations for Director.  Nominations for election to the
Board of Directors may be made by the Board of Directors or by any stockholder
of any outstanding class of capital stock of the Company entitled to vote for
the election of Directors.  Nominations, other than those made by or on behalf
of the existing management of the Company, shall be made in a manner and form
in accordance with governing law.  Nominations not made in accordance herewith
shall not be considered at the meeting.

     Section 1.4.  Eligibility for Nomination to Board.  No person shall be
eligible for nomination (and subsequent election) for Director if they have
attained or will attain age seventy (70) during the calendar year when they
are proposed to be nominated for election of Directors, except that a Director
who is currently serving, upon a finding by the Nominating Committee that the
Director's continued service would be in the best interests of the
Corporation, may be nominated for election for one additional three-year term.
In the event the Corporation acquires voting control of more than one
chartered bank, any Director of this Corporation who shall serve as a Director
of such chartered bank controlled by the Corporation at the time of the
execution of the merger agreement shall not be eligible for re-nomination as
Director of this Corporation unless such Director resigns from the chartered
bank or serves as president or is appointed by the Corporation to serve as
chairman of the chartered bank.

     Section 1.5.  Judges of Election.  Every election of Directors shall be
managed by three judges who shall be appointed from among the shareholders by
the Board of Directors.  The judges of election shall hold and conduct the
election at which they are appointed to serve;  and, after the election, they
shall file with the Corporate Secretary or Assistant Secretary a certificate
under their hands, certifying the result thereof and the names of the
Directors elected.  The judges of election, at the request of the Chairman of
the meeting, shall act as tellers of any other vote by ballot taken at such
meeting, and shall certify the result thereof.

     Section 1.6.  Proxies.  Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing.  Proxies shall be valid
only for one meeting, to be specified therein, and any adjournments of such
meeting.  Proxies shall be dated and shall be filed with the records of the
meeting.

     Section 1.7.  Quorum.  A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by governing law; but less than a
quorum may adjourn any meeting, from time to time, and the meeting may be
held, as adjourned, without further notice.  A majority of the votes cast
shall decide every question or matter submitted to the shareholders at any
meeting, unless otherwise provided by governing law or by the Articles of the
Company.

                                  ARTICLE II

Directors

     Section 2.1.  Board of Directors.  The Board of Directors (hereinafter
referred to as the "Board"), shall have power to manage and administer the
business and affairs of the Company.  Except as expressly limited by governing
law, all corporate powers of the Company shall be vested in and may be
exercised by said Board.  The Directors may elect a Chairman to preside at all
meetings of the Board and a Vice Chairman to preside at all meetings of the
Board in which the Chairman is absent or chooses not to serve.  If the
Chairman or Vice Chairman is unable to serve for any reason, the members of
the Board in attendance shall elect one of their members in attendance to
serve as interim Chairman until either the Chairman or Vice Chairman is able
to serve.

     Section 2.2.  Number.  The Board shall consist of not less than five
shareholders nor more than fifteen, the exact number to be fixed and
determined from time to time by resolution of a majority of the full Board or
by resolution of the shareholders at any meeting thereof in accordance with
governing law.

     Section 2.3.  Classes of Directors.  Directors shall be divided into
three classes for the purpose of elections as set forth in the Company's
Articles of Incorporation.

     Section 2.4.  Organization Meeting.  The Board shall meet, if possible,
on the same day as the annual meeting of shareholders for the purpose of
organizing the Board and for the purpose of electing officers of the Company
for the succeeding year; but, in any event, the new Board shall be organized
and the new officers elected on the day of the first regular meeting of the
Board succeeding the Annual Meeting of Shareholders.

     Section 2.4.  Regular Meetings.  The regular meetings of the Board of
Directors shall be held, without notice, on the fourth Thursday of each month
at 8:00 a.m., at the Company in the Board of Directors' room, or at such other
time and place as the Board may establish at a regular meeting.  When any
regular meeting of the Board falls upon a holiday, the meeting shall be held
on the next Company business day, unless the Board shall designate some other
day.

     Section 2.5.  Special Meetings.  Special Meetings of the Board of
Directors may be called by the Chairman of the Board, President, or at the
written request of three (3) or more Directors.  Each member of the Board of
Directors shall be given notice, stating the time and place, by facsimile,
electronic mail, letter, or in person, of each such special meeting.

     Section 2.6.  Quorum.  A majority of the Directors shall constitute a
quorum at any meeting, except when otherwise provided by governing law; but a
lesser number may adjourn any meeting, from time to time, and the meeting may
be held, as adjourned, without further notice.  If a quorum is present, the
Board may take action through the vote of a majority of Directors who are in
attendance.

     Section 2.7.  Vacancies.  When any vacancy occurs among the Directors,
the remaining members of the Board, in accordance with the governing law, may
appoint a Director to fill such vacancy at any regular meeting of the Board,
or at a special meeting called for that purpose.

     Section 2.8.  Committees of the Board.  The  Board may appoint such
committees from time to time as the Board deems proper for the management of
the business and affairs of the Company, and the Board may delegate to the
President the appointment of other committees which the Board deems necessary
for the direction of the business and affairs of the Company.  In no event,
however, shall a committee:

     (1)   Authorize distributions of assets or dividends.
     (2)   Approve action required to be approved by shareholders.
     (3)   Fill vacancies on the Board of Directors or any of its committees.
     (4)   Amend the Articles of the Company.
     (5)   Adopt, amend or repeal Bylaws.
     (6)   Authorize or approve issuance or sale or contract for sale of
           shares, or determine the designation and relative rights,
           preferences, and limitations of a class or series of shares.

                                 ARTICLE III

     Section 3.1.  Officers to be Elected by the Board.  The Board of
Directors shall elect officers with such titles and duties and for such terms
as the Board may deem appropriate from time to time consistent with the laws
of the Commonwealth of Virginia, the state of incorporation of the
Corporation, and the laws of the United States as they may apply to public
companies.  In any event, some individual shall be designated at all times as
having the responsibility for preparing and maintaining custody of minutes of
the Directors' and shareholders' meetings and for authenticating records of
the Corporation (i.e., Corporate Secretary or Assistant Secretary).  The same
individual may simultaneously hold more than one office in the Corporation.
The Board may delegate to one or more officers the authority to name other
officers of the Corporation with such titles and duties and for such terms as
such executive officers deem appropriate.

                                  ARTICLE IV

Stock and Stock Certificates

     Section 4.1.  Transfers.  Shares of stock shall be transferable on the
books of the Company, and a record shall be kept of all such transfers of
stock.  Every person becoming a shareholder by such transfer shall, in
proportion to his shares, succeed to all rights of the prior holder of such
shares.  The Board of Directors may impose conditions upon the transfer of the
stock reasonably calculated to simplify the work of the Company with respect
to stock transfers, voting at shareholder's meetings, and related matters, and
to protect against fraudulent transfers.

     Section 4.2.  Stock Certificates.  Certificates of stock shall bear the
signature of any Company officer, attested to by the Corporate Secretary or
Assistant Secretary, each of whom shall be appointed by the Board of
Directors.  Such signature shall be manual or facsimile.  Each certificate
shall recite on its face that the stock represented thereby is transferable
only upon the books of the Company and when properly endorsed.

     Section 4.3.  Address of Shareholders.  Every shareholder shall keep the
Company advised of his or her mailing address.  The Company may rely upon its
shareholder record as to the mailing address of any shareholder unless and
until otherwise advised in writing.

     Section 4.4.  Lost Certificates.  The holder of any shares of stock of
this Company, the certificate or certificates for which shall have been lost
or destroyed, shall immediately notify the Company of such fact.  A new
certificate or certificates may be issued upon satisfactory proof of the loss
or destruction of the old certificate, and the Company may require a bond
which shall be in such sum, contain such terms and provisions, and have such
surety or sureties as the Company may require.


                                   ARTICLE V

Corporate Seal

      Any officer elected by the Board of Directors pursuant to Section 3.1
hereof (e.g., Chief Executive Officer, Corporate Secretary, or Assistant
Secretary) shall have authority to affix the corporate seal to any document
requiring such seal, and to attest the same.  Such seal shall be substantially
in the following form:

                                  (            )
                                  ( Impression )
                                  ( Of         )
                                  ( Seal       )

                                  ARTICLE VI

Miscellaneous Provisions

     Section 6.1.  Fiscal Year.  The fiscal year of the Company shall be the
calendar year.

     Section 6.2.  Execution of Instruments.  All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations,
receipts, discharges, releases, satisfactions, settlements, petitions,
schedules, accounts, affidavits, bonds, undertakings, proxies, and other
instruments or documents may be signed, executed, acknowledged, verified,
delivered, or accepted on behalf of the Company by the President, the
Executive Vice President, the Cashier, any Vice President, or any other
Company officer.  The provisions of this Section 6.2 are supplementary to any
other provision of these Bylaws.

     Section 6.3.  Records.  The Articles of the Company, the Bylaws, and the
proceedings of all meetings of the shareholders, the Board of Directors, and
standing committees of the Board, shall be recorded in appropriate minute
books provided for this purpose.  The minutes of each meeting shall be signed
by the Corporate Secretary, Assistant Secretary, or other officer appointed to
act as Secretary of the meeting.

                                 ARTICLE VII

Bylaws

     Section 7.1.  Inspection.  A copy of the Bylaws with all amendments
thereto shall be kept in the custody of the Corporate Secretary at the
principal office of the Company and shall be open for inspection to all
shareholders during normal hours.

     Section 7.2.  Amendments.  The Bylaws may be amended, altered, or
repealed, at any regular meeting of the Board of Directors or shareholders, by
a vote of a majority of the whole number of the Directors or by a majority of
votes of those shareholders voting.

     Section 7.3.  Governing Law.  The corporate governing procedures of the
Company as outlined herein shall be interpreted and enforced in accordance
with the laws of the Commonwealth of Virginia to the extent not inconsistent
with the laws of United States as they effect publicly traded bank holding
companies.


     I, Christine L. Lewis, certify that: (l) I am the duly constituted
Corporate Secretary of FNB Corporation and, as such officer, am the official
custodian of its records; (2) The foregoing Restatement of Bylaws was approved
and adopted at a regular meeting of the Board on January 27, 2005, and is now
lawfully in force and effect.


IN TESTIMONY WHEREOF, I have hereunto affixed my official signature and the
seal of the said Company, in the County of Montgomery, on this 27th day of
January, 2005.


                                /s/Christine L. Lewis                (SEAL)
                                Corporate Secretary