UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                            Washington D.C.  20549
                                 FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.

For the fiscal year ended December 31, 2006
                                     or
[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from                    to

Commission File Number:             000-24141
                               FNB Corporation
              (Exact name of registrant as specified in its charter)

            Virginia                                   54-1791618
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

105 Arbor Drive, Christiansburg, Virginia           24073
(Address of principal executive offices)         (Zip Code)

                              (540)382-4951
             (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act:
                        Common stock, $5 par value

Name of each exchange on which registered: The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.  YES       NO   X

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.  YES       NO   X

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  YES   X   NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.  See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer [ ]  Accelerated filer [X]  Non-accelerated filer [ ]
<PAGE>   1

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).  YES       NO   X

The aggregate market value of voting and non-voting common stock held by non-
affiliates of the registrant as of June 30, 2006, was $263,336,992.

There were 7,352,767 shares of common stock outstanding as of March 8, 2007.





                    DOCUMENTS INCORPORATED BY REFERENCE:

Portions of FNB's Annual Report to Shareholders for the year ended
December 31, 2006, are incorporated into Parts I and II hereof.  Portions of
FNB's Proxy Statement for the Annual Meeting of Shareholders to be held on
May 8, 2007, are incorporated into Part III hereof.
<PAGE>   2

                               TABLE OF CONTENTS
PART I

Item 1.   Business                                                Page
               General Development of Business                       4
               Description of Business                               4
               Government Supervision and Regulation                 4
               Competition                                          13
               Employees                                            13
               Available Information                                13
               Securities Act Guide 3. Statistical
                  Disclosure by Bank Holding Companies              14
Item 1A.  Risk Factors                                              30
Item 1B.  Unresolved Staff Comments                                 32
Item 2.   Properties                                                32
Item 3.   Legal Proceedings                                         33
Item 4.   Submission of Matters to a Vote of Security Holders       33

PART II

Item 5.   Market for Registrant's Common Equity, Related
          Stockholder Matters and Issuer Purchases of
          Equity Securities                                         34
Item 6.   Selected Financial Data                                   34
Item 7.   Management's Discussion and Analysis of
          Financial Condition and Results of Operation              34
Item 7A.  Quantitative and Qualitative Disclosures About
          Market Risk                                               34
Item 8.   Financial Statements and Supplementary Data               35
Item 9.   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure                    35
Item 9A.  Controls and Procedures                                   35
Item 9B.  Other Information                                         39

PART III

Item 10.  Directors, Executive Officers and Corporate Governance    39
Item 11.  Executive Compensation                                    39
Item 12.  Security Ownership of Certain Beneficial Owners
          and Management and Related Stockholder Matters            39
Item 13.  Certain Relationships and Related Transactions and
          Director Independence                                     40
Item 14.  Principal Accounting Fees and Services                    41

PART IV

Item 15.  Exhibits, Financial Statement Schedules                   41
          Consolidated Financial Statements                         41
          Signatures                                                42
          Index to Exhibits                                         44
<PAGE>   3

PART I

Item 1. Business

General Development of Business.  FNB Corporation, a Virginia corporation,
was organized in 1996 as a bank holding company for First National Bank, a
national banking association formed in 1905.  As a result of mergers and
acquisitions, FNB Corporation had three banking subsidiaries (First National
Bank, FNB Salem Bank and Trust, National Association, and Bedford Federal
Savings Bank, National Association) at December 31, 2005.  In May 2006 FNB
Salem Bank and Trust, National Association and Bedford Federal Savings Bank,
National Association, were merged into First National Bank.  This merger
resulted in FNB Corporation having one banking subsidiary, First National Bank
(together with FNB Corporation, "FNB").

Description of Business.  FNB, through its banking subsidiary ("Bank"),
provides a full complement of consumer and commercial banking services to its
primary service areas which include the New River Valley, consisting of
Montgomery County, Virginia and surrounding counties, the Cities of Roanoke,
Salem and Lynchburg, Virginia and Roanoke and contiguous counties, including
Bedford and Franklin, Virginia.  With an emphasis on personal service, FNB
offers a broad range of commercial and retail banking products and services
including checking, savings and time deposits, individual retirement accounts,
merchant bankcard processing, residential and commercial mortgages, home
equity loans, consumer installment loans, agricultural loans, small business,
and FHA and SBA guaranteed loans, commercial loans, lines and letters of
credit as well as trust services and investment products.  In addition to its
27 branches, two loan production offices, telephone, and online banking, FNB
has over 50 ATMs located both on premises and in other strategic positions
within its primary market areas.

Government Supervision and Regulation.

General

As a bank holding company, FNB is subject to regulation under the Bank Holding
Company Act of 1956, as amended, and the examination and reporting
requirements of the Board of Governors of the Federal Reserve System (the
"Federal Reserve").  Other federal and state laws govern the activities of the
Bank including the activities in which it may engage, the investments that it
makes, the aggregate amount of loans that it may grant to one borrower, and
the dividends it may declare.  The Bank is also subject to various consumer
and compliance laws.  As a national bank, the Bank is subject to primary
regulation, supervision and examination by the Office of the Comptroller of
the Currency (the "OCC").  The Bank also is subject to regulation by the
Federal Deposit Insurance Corporation (the "FDIC").

The following description summarizes the significant federal and state laws
applicable to FNB and the Bank.  To the extent that statutory or regulatory
provisions are described, the description is qualified in its entirety by
reference to that particular statutory or regulatory provision.

The Bank Holding Company Act

Under the Bank Holding Company Act of 1956, as amended, FNB is subject to
examination by the Federal Reserve and required to file periodic reports
regarding its operations and any additional information that the Federal
Reserve may require.  FNB's activities at the bank holding company level are
limited to:
<PAGE>   4

        banking, managing or controlling banks;

        furnishing services to or performing services for its subsidiaries;
        and

        engaging in other activities that the Federal Reserve has determined
        by regulation or order to be so closely related to banking as to be a
        proper incident to these activities.

Some of the activities that the Federal Reserve has determined by regulation
to be proper incidents to the business of a bank holding company include
making or servicing loans and specific types of leases, performing specific
data processing services and acting in some circumstances as a fiduciary or
investment or financial adviser.

With some limited exceptions, the Bank Holding Company Act requires every bank
holding company to obtain the prior approval of the Federal Reserve before:

        acquiring substantially all the assets of any bank;

        acquiring direct or indirect ownership or control of any voting shares
        of any bank if after such acquisition it would own or control more
        than 5% of the voting shares of such bank (unless it already owns or
        controls the majority of such shares); or

        merging or consolidating with another bank holding company.

In addition, and subject to some exceptions, the Bank Holding Company Act and
the Change in Bank Control Act, together with their regulations, require
Federal Reserve approval prior to any person or company acquiring "control" of
a bank holding company.

USA Patriot Act

The USA Patriot Act became effective in October 2001 and provides for the
facilitation of information sharing among governmental entities and financial
institutions for the purpose of combating terrorism and money laundering.
Among other provisions, the USA Patriot Act permits financial institutions,
upon providing notice to the United States Treasury, to share information with
one another in order to better identify and report to the federal government
concerning activities that may involve money laundering or terrorists'
activities.  The USA Patriot Act is considered a significant banking law in
terms of information disclosure regarding certain customer transactions.
Although it does create a reporting obligation and cost of compliance, we do
not expect the USA Patriot Act to materially affect our products, services or
other business activities.

The Federal Bureau of Investigation ("FBI") has sent, and will send, our
banking regulatory agencies lists of the names of persons suspected of
terrorist activities.  The Bank and FNB have been requested, and will be
requested, to search their records for any relationships or transactions with
persons on those lists.  If the Bank or FNB finds any relationship or
transactions, it must file a suspicious activity report and contact the FBI.

The Office of Foreign Assets Control ("OFAC"), which is a division of the
Department of the Treasury, is responsible for helping to ensure that United
States entities do not engage in transactions with "enemies" of the United
States, as defined by various Executive Orders and Acts of Congress.  OFAC has
sent, and will send, our banking regulatory agencies lists of names of persons
and organizations suspected of aiding, harboring or engaging in terrorist
<PAGE>   5
acts.  If the Bank or FNB finds a name on any account, or wire transfer that
is on an OFAC list, it must freeze such account, file a suspicious activity
report and notify the FBI.  The USA Patriot Act also requires financial
institutions to maintain "customer identification programs".  These programs
must provide for the collection of certain identifying information at account
openings, the verification of the identity of new account holders within a
reasonable time period, the reasonable belief by a banking organization that
it knows each customer's identity, the recordation of the information used to
verify a customer's identity and the comparison of the names of new customers
against government lists of known or suspected terrorists or terrorist
organizations.

Privacy and Fair Credit Reporting

Financial institutions, such as the Bank, are required to disclose their
privacy policies to customers and consumers and require that such customers or
consumers be given a choice (through an opt-out notice) to forbid the sharing
of nonpublic personal information about them with nonaffiliated third persons.
The Bank has a written privacy policy that is delivered to each of its
customers when customer relationships begin and annually thereafter.  In
accordance with the privacy policy, the Bank will protect the security of
information about its customers, educate its employees about the importance of
protecting customer privacy, and allow its customers to remove their names
from the solicitation lists they use and share with others.  The Bank requires
business partners with whom it shares such information to have adequate
security safeguards and to abide by the redisclosure and reuse provisions of
applicable law.  The Bank has programs to fulfill the expressed requests of
customers and consumers to opt out of information sharing subject to
applicable law.  In addition to adopting federal requirements regarding
privacy, individual states are authorized to enact more stringent laws
relating to the use of customer information.  To date, Virginia has not done
so, but is authorized to consider proposals that would impose additional
requirements or restrictions on the Bank.  If the federal or state regulators
establish further guidelines for addressing customer privacy issues, the Bank
may need to amend its privacy policies and adapt its internal procedures.

Sarbanes-Oxley Act

On July 30, 2002 President Bush signed into law the Sarbanes-Oxley Act of 2002
(the "Sarbanes-Oxley Act").  The stated goals of the Sarbanes-Oxley Act are to
increase corporate responsibility, provide enhanced penalties for accounting
and auditing improprieties by publicly traded companies and to protect
investors by improving the accuracy and reliability of corporate disclosures
made pursuant to the securities law.  The changes required by the Sarbanes-
Oxley Act and its implementing regulations are intended to allow shareholders
to monitor the performance of companies and their directors more easily and
effectively.

The Sarbanes-Oxley Act generally applies to all domestic companies, such as
FNB, that file periodic reports with the Securities and Exchange Commission
("SEC") under the Securities Exchange Act of 1934, as amended.  The Sarbanes-
Oxley Act includes significant additional disclosure requirements and new
corporate governance rules, which required the SEC to adopt extensive
additional disclosures, corporate governance provisions and other related
rules.  FNB has expended considerable time and money in complying with the
Sarbanes-Oxley Act and expects to continue to do so in the future.

Payment of Dividends

FNB is a legal entity separate and distinct from the Bank.  Virtually all of
FNB's revenues result from dividends paid to it by the Bank.  The Bank is
<PAGE>   6
subject to laws and regulations that limit the amount of dividends that it can
pay.  Under the National Bank Act, the Bank may not declare a dividend if the
total amount of all dividends, including the proposed dividend, declared by
the Bank in any calendar year exceeds the total of the Bank's retained net
income of that year to date, combined with its retained net income of the two
preceding years, unless the dividend is approved by the OCC.  The Bank may not
declare or pay any dividend if, after making the dividend, the Bank would be
"undercapitalized," as defined in the federal regulations.

Both the OCC and the FDIC have the general authority to limit the dividends
paid by national banks and insured banks if the payment is deemed an unsafe
and unsound practice.  Both the OCC and the FDIC have indicated that paying
dividends that deplete a bank's capital base to an inadequate level would be
an unsound and unsafe banking practice.

In addition, FNB is subject to certain regulatory requirements to maintain
capital at or above regulatory minimums.  These regulatory requirements
regarding capital affect FNB's dividend policies.  Banking regulators have
indicated that banking organizations should generally pay dividends only if
the organization's net income available to common shareholders over the past
year has been sufficient to fully fund the dividends, and the prospective rate
of earnings retention appears consistent with the organization's capital
needs, asset quality and overall financial condition.  Virginia law imposes
some restrictions on FNB's ability to pay dividends.

Insurance of Accounts, Assessments and Regulation by the FDIC

The Bank's deposits are insured up to applicable limits by the Deposit
Insurance Fund of the FDIC.  The Deposit Insurance Fund is the successor to
the Bank Insurance Fund and the Savings Association Insurance Fund, which were
merged in 2006. The FDIC recently amended its risk-based assessment system for
2007 to implement authority granted by the Federal Deposit Insurance Reform
Act of 2005 ("Reform Act").  Under the revised system, insured institutions
are assigned to one of four risk categories based on supervisory evaluations,
regulatory capital levels and certain other factors.  An institution's
assessment rate depends upon the category to which it is assigned.  Risk
Category I, which contains the least risky depository institutions, is
expected to include more than 90% of all institutions.  Unlike the other
categories, Risk Category I contains further risk differentiation based on the
FDIC's analysis of financial ratios, examination component ratings and other
information.  Assessment rates are determined by the FDIC and currently range
from five to seven basis points for the healthiest institutions (Risk Category
I) to 43 basis points of assessable deposits for the riskiest (Risk Category
IV).  The FDIC may adjust rates uniformly from one quarter to the next, except
that no single adjustment can exceed three basis points.

The Reform Act also provided for a one-time credit for eligible institutions
based on their assessment base as of December 31, 1996.  Subject to certain
limitations with respect to institutions that are exhibiting weaknesses,
credit can be used to offset assessments until exhausted.  The Bank's one-time
credit is expected to be approximately $830,000.  The Reform Act also provided
for the possibility that the FDIC may pay dividends to insured institutions
once the Deposit Insurance Fund reserve ratio equals or exceeds 1.35% of
estimated insured deposits.

In addition to the assessment for deposit insurance, institutions are required
to make payments on bonds issued in the late 1980's by the Financing
Corporation to recapitalize a predecessor deposit insurance fund.  This
payment is established quarterly and during the calendar year ending December
31, 2006 averaged 1.28 basis points of assessable deposits.
<PAGE>   7

The Reform Act provided the FDIC with authority to adjust the Deposit
Insurance Fund ratio to insured deposits within a range of 1.15% and 1.50%, in
contrast to the prior statutorily fixed ratio of 1.25%.  The ratio, which is
viewed by the FDIC as the level that the fund should achieve, was established
by the agency at 1.25% for 2007.

The FDIC has authority to increase insurance assessments.  A significant
increase in insurance premiums would likely have an adverse effect on the
operating expenses and results of operations of the Bank.  Management cannot
predict what insurance assessment rates will be in the future.

Insurance of deposits may be terminated by the FDIC upon a finding that the
institution has engaged in unsafe or unsound practices, is in an unsafe or
unsound condition to continue operations or has violated any applicable law,
regulation, rule, order or condition imposed by the FDIC.  The management of
the Bank does not know of any practice, condition or violation that might lead
to termination of deposit insurance.

Capital Requirements

Each of the OCC and the Federal Reserve has issued risk-based and leverage
capital guidelines applicable to banking organizations that it supervises.
Under the risk-based capital requirements, FNB and the Bank are each generally
required to maintain a minimum ratio of total capital to risk-weighted assets
(including specific off-balance sheet activities, such as standby letters of
credit) of 8%.  At least half of the total capital must be composed of "Tier 1
Capital", which is defined as common equity, retained earnings and qualifying
perpetual preferred stock, less certain intangibles.  The remainder may
consist of "Tier 2 Capital", which is defined as specific subordinated debt,
some hybrid capital instruments and other qualifying preferred stock and a
limited amount of the loan loss allowance.  In addition, each of the federal
banking regulatory agencies has established minimum leverage capital
requirements for banking organizations.  Under these requirements, banking
organizations must maintain a minimum ratio of Tier 1 capital to adjusted
average quarterly assets equal to 3% to 5%, subject to federal bank regulatory
evaluation of an organization's overall safety and soundness.  In summary, the
capital measures used by the federal banking regulators are:

        the Total Risk-Based Capital ratio, which is the total of Tier 1 Risk-
        Based Capital and Tier 2 Capital;

        the Tier 1 Risk-Based Capital ratio; and

        the leverage ratio.

Under these regulations, a national bank will be:

        "well capitalized" if it has a Total Risk-Based Capital ratio of 10%
        or greater, a Tier 1 Risk-Based Capital ratio of 6% or greater, a
        leverage ratio of 5% or greater, and is not subject to any written
        agreement, order, capital directive, or prompt corrective action
        directive by a federal bank regulatory agency to meet and maintain a
        specific capital level for any capital measure;

        "adequately capitalized" if it has a Total Risk-Based Capital ratio of
        8% or greater, a Tier 1 Risk-Based Capital ratio of 4% or greater, and
        a leverage ratio of 4% or greater - or 3% in certain circumstances -
        and is not well capitalized;

        "undercapitalized" if it has a Total Risk-Based Capital ratio of less
<PAGE>   8
        than 8%, a Tier 1 Risk-Based Capital ratio of less than 4% (or 3% in
        certain circumstances), or a leverage ratio of less than 4% (or 3% in
        certain circumstances);

        "significantly undercapitalized" if it has a Total Risk-Based Capital
        ratio of less than 6%, a Tier 1 Risk-Based Capital ratio of less than
        3%, or a leverage ratio of less than 3%; or

        "critically undercapitalized" if its tangible equity is equal to or
        less than 2% of tangible assets.

The risk-based capital standards of each of the OCC and the Federal Reserve
Board explicitly identify concentrations of credit risk and the risk arising
from non-traditional activities, as well as an institution's ability to manage
these risks, as important factors to be taken into account by the agency in
assessing an institution's overall capital adequacy.  The capital guidelines
also provide that an institution's exposure to a decline in the economic value
of its capital due to changes in interest rates be considered by the agency as
a factor in evaluating a banking organization's capital adequacy.

The OCC and the FDIC may take various corrective actions against any
undercapitalized bank and any bank that fails to submit an acceptable capital
restoration plan or fails to implement a plan accepted by the OCC or the
FDIC.  These powers include, but are not limited to, requiring the institution
to be recapitalized, prohibiting asset growth, restricting interest rates
paid, requiring prior approval of capital distributions by any bank holding
company that controls the institution, requiring divestiture by the
institution of its subsidiaries or by the holding company of the institution
itself, requiring new election of directors, and requiring the dismissal of
directors and officers.  The Bank presently maintains sufficient capital to
remain in compliance with these capital requirements.

Other Safety and Soundness Regulations

There are a number of obligations and restrictions imposed on bank holding
companies and their depository institution subsidiaries by federal law and
regulatory policy that are designed to reduce potential loss exposure to the
depositors of such depository institutions and to the FDIC insurance fund in
the event that the depository institution is insolvent or is in danger of
becoming insolvent.  These obligations and restrictions are not for the
benefit of investors.  Regulators may pursue an administrative action against
any bank holding company or bank which violates the law, engages in an unsafe
or unsound bank practice or which is about to engage in an unsafe or unsound
banking practice.  The administrative action could take the form of a cease
and desist proceeding, a removal action against the responsible individuals
or, in the case of a violation of law or unsafe and unsound banking practice,
a civil penalty action.  A cease and desist order, in addition to prohibiting
certain action, could also require that certain action be undertaken.  Under
the policies of the Federal Reserve Board, FNB is required to serve as a
source of financial strength to its subsidiary depository institution and to
commit resources to support the Bank in circumstances where it might not do so
otherwise.

Interstate Banking and Branching

Current federal law authorizes interstate acquisitions of banks and bank
holding companies without geographic limitation.  Effective June 1, 1997, a
bank headquartered in one state is authorized to merge with a bank
headquartered in another state, as long as neither of the states had opted out
of such interstate merger authority prior to such date.  For example, a bank
<PAGE>   9
headquartered in Virginia may acquire a bank or branch in Maryland, but cannot
simply establish a branch in Maryland.  After a bank has established a branch
in a state through an interstate merger transaction, the bank may establish
and acquire additional branches at any location in the state where a bank
headquartered in that state could have established or acquired branches under
applicable federal or state law.

Monetary Policy

The commercial banking business is affected not only by general economic
conditions but also by the monetary policies of the Federal Reserve.  The
instruments of monetary policy employed by the Federal Reserve include open
market operations in United States government securities, changes in the
discount rate on member banks borrowings and changes in reserve requirements
against deposits held by all federally insured banks.  The Federal Reserve's
monetary policies have had a significant effect on the operating results of
banks in the past and are expected to continue to do so in the future.  In
view of changing conditions in the national and international economy and in
the money markets, as well as the effect of actions by monetary fiscal
authorities, including the Federal Reserve, no prediction can be made as to
possible future changes in interest rates, deposit levels, loan demand or the
business and earnings of the Bank.

Federal Reserve System

In 1980, Congress enacted legislation that imposed reserve requirements on all
depository institutions that maintain transaction accounts or nonpersonal time
deposits.  NOW accounts, money market deposit accounts and other types of
accounts that permit payments or transfers to third parties fall within the
definition of transaction accounts and are subject to these reserve
requirements, as are any nonpersonal time deposits at an institution.  For net
transaction accounts in 2007, the first $8.5 million will be exempt from
reserve requirements.  A 3% reserve ratio will be assessed on net transaction
accounts over $8.5 million to and including $45.8 million.  A 10% reserve
ratio will be applied to net transaction accounts in excess of $45.8 million.
These percentages are subject to adjustment by the Federal Reserve.  Because
required reserves must be maintained in the form of vault cash or in a non-
interest-bearing account at, or on behalf of, a Federal Reserve Bank, the
effect of the reserve requirement is to reduce the amount of the institution's
interest-earning assets.

Transactions with Affiliates

Transactions between banks and their affiliates are governed by Sections 23A
and 23B of the Federal Reserve Act.  An affiliate of a bank is any bank or
entity that controls, is controlled by or is under common control with such
bank.  Generally, Sections 23A and 23B (i) limit the extent to which the bank
or its subsidiaries may engage in "covered transactions" with any one
affiliate to an amount equal to 10% of such institution's capital stock and
surplus, maintain an aggregate limit on all such transactions with affiliates
to an amount equal to 20% of such capital stock and surplus, and require that
all such transactions be on terms substantially the same, or at least as
favorable, to the bank as those provided to a nonaffiliate.  The term "covered
transaction" includes the making of loans, purchase of assets, issuance of a
guarantee and similar other types of transactions.  Section 23B applies to
"covered transactions" as well as sales of assets and payments of money to an
affiliate.  These transactions must also be conducted on terms substantially
the same, or at least as favorable, to the bank as those provided to
nonaffiliates.
<PAGE>  10

Loans to Insiders

The Federal Reserve Act and related regulations impose specific restrictions
on loans to directors, executive officers and principal shareholders of
banks.  Under Section 22(h) of the Federal Reserve Act, loans to a director,
an executive officer and to a principal shareholder of a bank, and to entities
controlled by any of the foregoing, may not exceed, together with all other
outstanding loans to such person and entities controlled by such person, the
bank's loan-to-one borrower limit.  The aggregate is limited to the Bank's
unimpaired capital and unimpaired surplus.  Section 22(h) also prohibits
loans, above amounts prescribed by the appropriate federal banking agency, to
directors, executive officers and principal shareholders of a bank or bank
holding company, and to entities controlled by such persons, unless such loan
is approved in advance by a majority of the board of directors of the bank
with any "interested" director not participating in the voting.  The OCC has
prescribed the loan amount, which includes all other outstanding loans to such
person, as to which such prior board of director approval is required, as
being the greater of $25,000 or 5% of capital and surplus (up to $500,000).
Section 22(h) requires that loans to directors, executive officers and
principal shareholders be made on terms and underwriting standards
substantially the same as offered in comparable transactions to other persons.

Gramm-Leach-Bliley Act of 1999

The Gramm-Leach-Bliley ("GLB") Act covers a broad range of issues, including a
repeal of most of the restrictions on affiliations among depository
institutions, securities firms and insurance companies.  The following
description summarizes some of its significant provisions.

The GLB Act permits bank holding companies to elect to become financial
holding companies.  A financial holding company may engage in or acquire
companies that engage in a broad range of financial services, including
securities activities such as underwriting, dealing, investment, merchant
banking, insurance underwriting, sales and brokerage activities.  In order to
become a financial holding company, the bank holding company and all of its
affiliated depository institutions must be well-capitalized, well-managed and
have at least a satisfactory Community Reinvestment Act rating.  FNB has not
elected to become a financial holding company.

The GLB Act also provides that states continue to have the authority to
regulate insurance activities, but prohibits the states in most instances from
preventing or significantly interfering with the ability of a bank, directly
or through an affiliate, to engage in insurance sales, solicitations or cross-
marketing activities.  Although the states generally must regulate bank
insurance activities in a nondiscriminatory manner, the states may continue to
adopt and enforce rules that specifically regulate bank insurance activities
in specific areas identified under the law.  Under the law, the federal
bank regulatory agencies adopted insurance consumer protection regulations
that apply to sales practices, solicitations, advertising and disclosures.

The GLB Act adopts a system of functional regulation under which the Federal
Reserve Board is designated as the umbrella regulator for financial holding
companies, but financial holding company affiliates are principally regulated
by functional regulators such as the OCC for national bank affiliates, the
Securities and Exchange Commission for securities affiliates, and state
insurance regulators for insurance affiliates.  It repeals the broad exemption
of banks from the definitions of "broker" and "dealer" for purposes of the
Securities Exchange Act of 1934, as amended.  It also identifies a set of
specific activities, including traditional bank trust and fiduciary
activities, in which a bank may engage without being deemed a "broker," and a
set of activities in which a bank may engage without being deemed a "dealer."
<PAGE>  11

The GLB Act contains extensive customer privacy protection provisions.  Under
these provisions, a financial institution must provide to its customers, both
at the inception of the customer relationship and on an annual basis, the
institution's policies and procedures regarding the handling of customers'
nonpublic personal financial information.  The law provides that, except for
specific limited exceptions, an institution may not provide such personal
information to unaffiliated third parties unless the institution discloses to
the customer that such information may be so provided and the customer is
given the opportunity to opt out of such disclosure.  An institution may not
disclose to a non-affiliated third party, other than to a consumer reporting
agency, customer account numbers or other similar account identifiers for
marketing purposes.

Community Reinvestment Act

Under the Community Reinvestment Act and related regulations, depository
institutions have an affirmative obligation to assist in meeting the credit
needs of their market areas, including low and moderate-income areas,
consistent with safe and sound banking practice.  The Community Reinvestment
Act requires the adoption by each institution of a Community Reinvestment Act
statement for each of its market areas describing the depository institution's
efforts to assist in its community's credit needs.  Depository institutions
are periodically examined for compliance with the Community Reinvestment Act
and are assigned ratings in this regard.  Banking regulators consider a
depository institution's Community Reinvestment Act rating when reviewing
applications to establish new branches, undertake new lines of business,
and/or acquire part or all of another depository institution.  An
unsatisfactory rating can significantly delay or even prohibit regulatory
approval of a proposed transaction by a bank holding company or its depository
institution subsidiaries.

The GLB Act and federal bank regulators have made various changes to the
Community Reinvestment Act.  Among other changes, Community Reinvestment Act
agreements with private parties must be disclosed and annual reports must be
made to a bank's primary federal regulatory.  A bank holding company is not
permitted to become a financial holding company and no new activities
authorized under the GLB Act may be commenced by a holding company or by a
bank financial subsidiary if any of its bank subsidiaries received less than a
"satisfactory" rating in its latest Community Reinvestment Act examination.

First National Bank received a rating of "satisfactory" in its latest
Community Reinvestment Act examination.

Fair Lending and Consumer Laws

In addition to the Community Reinvestment Act, other federal and state laws
regulate various lending and consumer aspects of the banking business.
Governmental agencies, including the Department of Housing and Urban
Development, the Federal Trade Commission and the Department of Justice, have
become concerned that prospective borrowers may experience discrimination in
their efforts to obtain loans from depository and other lending institutions.

These governmental agencies have clarified what they consider to be lending
discrimination and have specified various factors that they will use to
determine the existence of lending discrimination under the Equal Credit
Opportunity Act and the Fair Housing Act, including evidence that a lender
discriminated on a prohibited basis, evidence that a lender treated applicants
differently based on prohibited factors in the absence of evidence that the
treatment was the result of prejudice or a conscious intention to
discriminate, and evidence that a lender applied an otherwise neutral non-
<PAGE>  12
discriminatory policy uniformly to all applicants, but the practice had a
discriminatory effect, unless the practice could be justified as a business
necessity.

Banks and other depository institutions also are subject to numerous consumer-
oriented laws and regulations.  These laws, which include the Truth in Lending
Act, the Truth in Savings Act, the Real Estate Settlement Procedures Act, the
Electronic Funds Transfer Act, the Equal Credit Opportunity Act, the Fair
Credit Reporting Act, and the Fair Housing Act, require compliance by
depository institutions with various disclosure requirements and requirements
regulating the availability of funds after deposit or the making of some loans
to customers.

Future Regulatory Uncertainty

Because federal regulation of financial institutions changes regularly and is
the subject of constant legislative debate, we cannot forecast how federal
regulation of financial institutions may change in the future and impact FNB's
or the Bank's operations.  FNB expects that the financial institution industry
will remain heavily regulated in the near future and that additional laws or
regulations may be adopted further regulating specific banking practices.

Competition.  The Bank competes with local banks and regional and local
offices of multi-state bank holding companies for both deposits and loans and
also with diversified providers of financial services such as brokers, mutual
funds and mortgage and finance companies.  Deposits are acquired from a highly
diversified customer base that includes individuals, small and large
businesses and municipal and other governmental entities, none of which
represent a material concentration of the Bank's core deposits.  The Bank's
loan portfolio is not concentrated in any single industry or group of related
industries, nor is there any material risk associated with the Bank's
portfolio composition other than that which is expected in the normal course
of business of a bank.  The Bank does not experience a material seasonal
fluctuation in its business.

Employees.  FNB had 464 full-time equivalent employees as of December 31,
2006.

Available Information.  FNB files annual, quarterly, and current reports,
proxy statements, and other information with the Securities and Exchange
Commission (the "SEC").  The public may read and copy any documents FNB files
at the SEC's Public Reference Room at 450 Fifth Street, Washington, D.C.
20549.  The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330.  SEC filings are also
available to the public from the SEC's Internet website at http://www.sec.gov.

FNB makes available through its Internet website at www.fnbonline.com its
annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable
after it electronically files such material with, or furnishes it to, the SEC.
<PAGE>  13

Securities Act Guide 3. Statistical Disclosure by Bank Holding Companies.
The following schedules are included:

    I.   Average Balance Sheets and Analysis of Net Interest Earnings
         Rate/Volume Variance

   II.   Securities Available-For-Sale at Fair Value
         Securities Held-To-Maturity at Amortized Cost
         Securities--Maturity/Yield Schedule
         Types of Loans

  III.   Loan Maturities and Interest Sensitivity
         Nonperforming Assets and Past Due and Restructured Loans
         Pro forma/Recorded Interest on Nonaccrual Loans

   IV.   Analysis of the Allowance for Loan Losses
         Allocation of Allowance for Loan Losses

    V.   Deposit Maturities
         Return on Equity and Assets

   VI.   Interest Sensitivity Analysis
<PAGE>  14

GUIDE 3. I.  DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY;
             INTEREST RATES AND INTEREST DIFFERENTIAL
<TABLE>
<CAPTION>
   A. and B.  AVERAGE BALANCE SHEET AND ANALYSIS OF NET INTEREST EARNINGS

                                                           2006
                                                                     Average
                                             Average     Income/     Yield/
(thousands)                                  Balance     Expense     Rate
<S>                                     <C>           <C>          <C>
ASSETS
Loans (Net of unearned income) (1)(2)     $1,171,466      84,210      7.19%
Securities:
   Taxable                                   181,733       9,193      5.06
   Non-taxable (2)                             7,317         500      6.83
     Total securities                        189,050       9,693      5.13
Short term investments (3)                    21,140       1,122      5.31
     Total interest-earning assets         1,381,656      95,025      6.88
Allowance for loan losses                    (14,584)
Cash and due from banks, noninterest-
   bearing                                    32,168
Bank premises and equipment, net              25,247
Other real estate owned                          257
Other assets                                  80,121
     Total assets                         $1,504,865

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing deposits:
   Interest bearing demand                $  209,873       3,358      1.60%
   Savings                                   227,884       6,841      3.00
   Time                                      470,928      17,843      3.79
   Certificates of deposit of
     $100,000 and over                       179,629       7,345      4.09
     Total interest-bearing deposits       1,088,314      35,387      3.25
Federal funds purchased and securities
   sold under agreements to repurchase         2,306         117      5.07
Other borrowed funds                          81,304       4,785      5.89
     Total interest-bearing liabilities    1,171,924      40,289      3.44
Demand deposits, noninterest-bearing         155,686
Other liabilities                             11,633
Stockholders' equity                         165,622
     Total liabilities and
       stockholders' equity               $1,504,865

Interest income and rate earned                         $ 95,025      6.88%
Interest expense and rate paid                            40,289      3.44
Interest rate spread                                                  3.44
NET INTEREST INCOME AND NET YIELD
   ON AVERAGE EARNING ASSETS                            $ 54,736      3.96%
</TABLE>

(1) Interest on nonaccrual loans has been included only to the extent
reflected in the statements of income.  Nonaccrual loans are included in
average balances for yield computations.

(2) Income and rates on non-taxable loans and securities are computed on a tax
equivalent basis using a federal tax rate of 35%.

(3) Includes loans held for sale.
<PAGE>  15
<TABLE>
<CAPTION>
   A. and B.  AVERAGE BALANCE SHEET AND ANALYSIS OF NET INTEREST EARNINGS

                                                           2005
                                                                     Average
                                             Average     Income/     Yield/
(thousands)                                  Balance     Expense     Rate
<S>                                     <C>           <C>          <C>
ASSETS
Loans (Net of unearned income) (1)(2)     $1,132,817      72,287      6.38%
Securities:
   Taxable                                   151,312       7,118      4.70
   Non-taxable (2)                            10,008         689      6.88
     Total securities                        161,320       7,807      4.84
Short term investments (3)                    20,324         950      4.67
     Total interest-earning assets         1,314,461      81,044      6.17
Allowance for loan losses                    (14,066)
Cash and due from banks, noninterest-
   bearing                                    34,306
Bank premises and equipment, net              24,478
Other real estate owned                          668
Other assets                                  75,672
     Total assets                         $1,435,519

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing deposits:
   Interest bearing demand                $  214,620       2,357      1.10%
   Savings                                   187,919       3,022      1.61
   Time                                      449,237      13,652      3.04
   Certificates of deposit of
     $100,000 and over                       157,471       5,337      3.39
     Total interest-bearing deposits       1,009,247      24,368      2.41
Federal funds purchased and securities
   sold under agreements to repurchase         3,118          93      2.98
Other borrowed funds                         107,558       4,741      4.41
     Total interest-bearing liabilities    1,119,923      29,202      2.61
Demand deposits, noninterest-bearing         152,883
Other liabilities                              8,281
Stockholders' equity                         154,432
     Total liabilities and
       stockholders' equity               $1,435,519

Interest income and rate earned                         $ 81,044      6.17%
Interest expense and rate paid                            29,202      2.61
Interest rate spread                                                  3.56
NET INTEREST INCOME AND NET YIELD
   ON AVERAGE EARNING ASSETS                            $ 51,842      3.94%
</TABLE>

(1) Interest on nonaccrual loans has been included only to the extent
reflected in the statements of income.  Nonaccrual loans are included in
average balances for yield computations.

(2) Income and rates on non-taxable loans and securities are computed on a tax
equivalent basis using a federal tax rate of 35%.

(3) Includes loans held for sale.
<PAGE>  16
<TABLE>
<CAPTION>
   A. and B.  AVERAGE BALANCE SHEET AND ANALYSIS OF NET INTEREST EARNINGS

                                                           2004
                                                                     Average
                                             Average     Income/     Yield/
(thousands)                                  Balance     Expense     Rate
<S>                                     <C>           <C>          <C>
ASSETS
Loans (net of unearned income)(1)(2)      $1,057,485      61,934      5.86%
Securities:
   Taxable                                   162,536       7,225      4.45
   Non-taxable(2)                             15,142       1,077      7.11
     Total securities                        177,678       8,302      4.67
Short term investments (3)                    16,560         625      3.77
     Total interest-earning assets         1,251,723      70,861      5.66
Allowance for loan losses                    (12,745)
Cash and due from banks, noninterest-
   bearing                                    31,889
Bank premises and equipment, net              24,381
Other real estate owned                          736
Other assets                                  76,267
     Total assets                         $1,372,251

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing deposits:
   Interest bearing demand                $  197,403       1,368      0.69%
   Savings                                   179,417       1,216      0.68
   Time                                      434,602      11,378      2.62
   Certificates of deposit of
     $100,000 and over                       140,724       4,396      3.12
     Total interest-bearing deposits         952,146      18,358      1.93
Federal funds purchased and securities
  sold under agreements to repurchase          4,940          80      1.62
Other borrowed funds                         117,535       4,222      3.59
    Total interest-bearing liabilities     1,074,621      22,660      2.11
Demand deposits, noninterest-bearing         143,291
Other liabilities                              9,279
Stockholders' equity                         145,060
     Total liabilities and
       stockholders' equity               $1,372,251

Interest income and rate earned                         $ 70,861      5.66%
Interest expense and rate paid                            22,660      2.11
Interest rate spread                                                  3.55
NET INTEREST INCOME AND NET YIELD
   ON AVERAGE EARNING ASSETS                            $ 48,201      3.85%
</TABLE>

(1) Interest on nonaccrual loans has been included only to the extent
reflected in the statements of income.  Nonaccrual loans are included in
average balances for yield computations.

(2) Income and rates on non-taxable loans and securities are computed on a tax
equivalent basis using a federal tax rate of 35%.

(3) Includes loans held for sale
<PAGE>  17

   A.  RATE/VOLUME VARIANCE
<TABLE>
<CAPTION>
                           2006 Compared to 2005     2005 Compared to 2004
                                   Due to  Due to            Due to  Due to
(thousands)               Change   Volume  Rate     Change   Volume  Rate
<S>                    <C>       <C>      <C>     <C>      <C>     <C>
INTEREST INCOME
Loans(1)                $ 11,923   2,622   9,301    10,353   4,610   5,743
Securities:
  Taxable                  2,075   1,485     590      (107)   (513)    406
  Non-taxable(1)            (189)   (185)     (4)     (388)   (359)    (29)
Federal funds sold           172      41     131       325     159     166
      Total               13,981   3,963  10,018    10,183   3,897   6,286

INTEREST EXPENSE
Interest bearing demand    1,001     (64)  1,065       989     154     835
Savings                    3,819     921   2,898     1,806      97   1,709
Time                       4,191     741   3,450     2,274     414   1,860
Certificates of deposit
   of $100,0000 and over   2,008     829   1,179       941     545     396
Federal funds purchased
   and securities sold
   under agreements to
   repurchase                 24     (33)     57        13     (42)     55
Other borrowed funds          44  (1,351)  1,395       519    (399)    918
      Total               11,087   1,043  10,044     6,542     769   5,773

Net interest income     $  2,894   2,920     (26)    3,641   3,128     513
</TABLE>

Variances caused by changes in rate times the changes in volume are allocated
equally.

(1)  Income and rates on non-taxable loans and securities are computed on a
tax equivalent basis using a federal tax rate of 35%.
<PAGE>  18
GUIDE 3.  II. INVESTMENT PORTFOLIO
<TABLE>
<CAPTION>
   A.  SECURITIES AVAILABLE-FOR-SALE AT FAIR VALUE

                                                December 31,
(thousands)                             2006        2005         2004
<S>                               <C>          <C>          <C>
U.S. Treasury                      $     147         146          149
U.S. Government agencies and
corporations                          50,849      41,643       26,676
Mortgage-backed                      105,556      86,136       76,359
States and political subdivisions     11,070      14,260       17,100
Corporate                             11,199      17,214       22,085

   Totals                          $ 178,821     159,399      142,369
</TABLE>

<TABLE>
<CAPTION>
   A.  SECURITIES HELD-TO-MATURITY AT AMORTIZED COST

                                                 December 31,
(thousands)                             2006        2005         2004
<S>                               <C>           <C>          <C>
Mortgage-backed                    $      56          85          121
States and political subdivisions      1,527       2,523        3,818

   Totals                          $   1,583       2,608        3,939
</TABLE>
<PAGE>  19
<TABLE>
<CAPTION>
   B.  SECURITIES--MATURITY/YIELD SCHEDULE

                                          As of December 31, 2006
                                       Securities Available-for-Sale
                                                Approximate  Tax
                                    Amortized   Fair         Equivalent
(thousands)                         Costs       Values       Yield
<S>                             <C>           <C>          <C>
U.S. Government agencies and
  corporations:
   Within 1 year                 $    3,656        3,626        4.26
   1 through 5 years                 34,979       34,554        4.58
   6 through 10 years                24,520       24,253        4.92
   Over 10 years                     94,550       93,972        5.25
     Total                          157,705      156,405        5.02
States and political
  subdivisions:
   Within 1 year                        765          768        6.17
   1 through 5 years                  6,441        6,460        5.97
   6 through 10 years                 1,726        1,675        5.92
   Over 10 years                      2,117        2,167        6.72
     Total                           11,049       11,070        6.12
Other securities:
   Within 1 year                      3,156        3,156        5.38
   1 through 5 years                  6,005        6,027        5.30
   6 through 10 years                 2,117        2,163        5.71
     Total                           11,278       11,346        5.40

                                 $  180,032      178,821        5.11
</TABLE>
<PAGE>  20
<TABLE>
<CAPTION>
   B.  SECURITIES--MATURITY/YIELD SCHEDULE

                                          As of December 31, 2006
                                       Securities Held-To-Maturity
                                                Approximate  Tax
                                    Amortized   Fair         Equivalent
(thousands)                         Costs       Values       Yield
<S>                             <C>           <C>          <C>
U.S. Government agencies and
  corporations:
   1 through 5 years             $       15           15        8.00
   6 through 10 years                     2            2        9.00
   Over 10 years                         39           39        5.53
     Total                               56           56        6.31
States and political
  subdivisions:
   Within 1 year                        625          627        7.20
   1 through 5 years                    902          902        5.39
     Total                            1,527        1,529        6.14

                                 $    1,583        1,585        6.14
</TABLE>
<PAGE>  21
<TABLE>
<CAPTION>
GUIDE 3.  III LOANS

   A.  TYPES OF LOANS
                                               December 31,
                                 2006              2005               2004
                                     % of              % of              % of
(thousands)                  Amount  Total     Amount  Total     Amount  Total
<S>                     <C>         <C>      <C>      <C>     <C>       <C>
Commercial               $  107,860    9.2    104,160    9.0     91,909    8.3
Consumer                    183,816   15.7    192,844   16.6    176,042   16.0
Real estate - commercial    289,300   24.7    291,015   25.0    292,606   26.5
Real estate - construction  229,147   19.6    186,834   16.0    142,059   12.9
Real estate - mortgage      359,950   30.8    388,427   33.4    400,854   36.3
                         $1,170,073  100.0  1,163,280  100.0  1,103,470  100.0
</TABLE>

<TABLE>
<CAPTION>
   A.  TYPES OF LOANS (Continued)
                                        December 31,
                                 2003               2002
                                     % of              % of
(thousands)                  Amount  Total     Amount  Total
<S>                     <C>         <C>     <C>       <C>
Commercial               $   87,826    8.8     76,665   11.1
Consumer                    159,722   16.0    133,304   19.3
Real estate - commercial    282,366   28.2    225,316   32.6
Real estate - construction   90,663    9.1     49,186    7.1
Real estate - mortgage      379,311   37.9    207,190   29.9
                         $  999,888  100.0    691,661  100.0
</TABLE>
<PAGE>  22
<TABLE>
<CAPTION>
   B.  LOAN MATURITIES AND INTEREST SENSITIVITY

                                           As of December 31, 2006
                                           One
                                Within     Through      Over
(thousands)                     One Year   Five Years   Five Years   Total
<S>                          <C>          <C>         <C>          <C>
Commercial:
   Fixed interest rates       $  14,979      25,038        4,533     44,550
   Floating interest rates       48,149      15,161            -     63,310
     Total                       63,128      40,199        4,533    107,860
Real estate-commercial:
   Fixed interest rates          12,126      37,446       23,389     72,961
   Floating interest rates       63,931     150,854        1,554    216,339
     Total                       76,057     188,300       24,943    289,300
Real estate-construction:
   Fixed interest rates          14,221      19,975        2,128     36,324
   Floating interest rates      176,016      16,807            -    192,823
     Total                      190,237      36,782        2,128    229,147

                              $ 329,422     265,281       31,604    626,307
</TABLE>
<PAGE>  23
<TABLE>
<CAPTION>
   C.  NONPERFORMING ASSETS AND PAST DUE LOANS
                                                 December 31,
(thousands)                        2006     2005     2004     2003     2002
<S>                            <C>       <C>      <C>      <C>      <C>
Nonaccrual loans                $ 5,074    5,414    3,534    3,142    2,914
Other real estate owned             637      765    1,269    1,872    1,001
Accruing loans past due
  90 days                           362      562      747      437      596

    Total nonperforming assets  $ 6,073    6,741    5,550    5,451    4,511
</TABLE>

<TABLE>
<CAPTION>
PRO FORMA/RECORDED INTEREST ON NONACCRUAL LOANS

(thousands)                        2006     2005     2004     2003     2002
<S>                            <C>       <C>      <C>       <C>      <C>
Pro forma interest-nonaccrual
  loans                         $   436      379      241      224      225

Recorded interest-nonaccrual
  loans                         $    96        -        -        -        -
</TABLE>

Interest related to nonaccrual loans is recognized on the cash basis.  Loans
are generally placed on nonaccrual status when the collection of principal or
interest is 90 days or more past due, unless the obligation is both well-
secured and in the process of collection.  Pro forma interest represents the
amount of interest that would have been recorded if the loans had been current
in accordance with their original terms.
<PAGE>  24
<TABLE>
<CAPTION>
GUIDE 3.  IV.  SUMMARY OF LOAN LOSS EXPERIENCE

   A.  ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

(thousands)                          2006         2005         2004
<S>                             <C>          <C>          <C>
AVERAGE LOANS OUTSTANDING        $1,171,466    1,132,817    1,057,485

ALLOWANCE FOR LOAN LOSSES
Balance, beginning of period     $   14,412       13,165       12,002
Provision for loan losses             1,737        2,564        3,046
                                     16,149       15,729       15,048
Loans charged off:
   Commercial                           839          193          770
   Consumer                             988        1,036        1,332
   Real estate - commercial             718            -           46
   Real estate - construction             -            9            9
   Real estate - mortgage               193          442          209
       Total loans charged off        2,738        1,680        2,366
Recovery of loans previously
  charged off:
   Commercial                            94          119          185
   Consumer                             361          178          265
   Real estate - commercial               1           55            -
   Real estate - construction             -            -            -
   Real estate - mortgage                53           11           33
       Total recoveries                 509          363          483

Net loans charged off                 2,229        1,317        1,883
Balance, end of period           $   13,920       14,412       13,165

Net charge-offs to average
  loans outstanding                    0.19%        0.12         0.18
</TABLE>
<PAGE>  25
<TABLE>
<CAPTION>
   A.  ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES (Continued)

(thousands)                          2003         2002
<S>                             <C>          <C>
AVERAGE LOANS OUTSTANDING        $  826,969      666,213

ALLOWANCE FOR LOAN LOSSES
Balance, beginning of period     $    9,466        8,827
Provision for loan losses             2,158        1,369
Reserve acquired through merger       1,382            -
                                     13,006       10,196
Loans charged off:
   Commercial                           358          299
   Consumer                             997        1,034
   Real estate - commercial              35           60
   Real estate - construction             -            -
   Real estate - mortgage                50          278
       Total loans charged off        1,440        1,671
Recovery of loans previously
  charged off:
   Commercial                           165          117
   Consumer                             212          402
   Real estate - commercial               -          383
   Real estate - construction             -            -
   Real estate - mortgage                59           39
       Total recoveries                 436          941

Net loans charged off                 1,004          730
Balance, end of period           $   12,002        9,466

Net charge-offs to average
  loans outstanding                    0.12%        0.11
</TABLE>
<PAGE>  26
<TABLE>
<CAPTION>
   B.  ALLOCATION OF ALLOWANCE FOR LOAN LOSSES

                                               December 31,
                                 2006              2005               2004
                                      % of              % of             % of
                                      Loans             Loans            Loans
                                       to                to               to
(thousands)                   Amount  Total     Amount  Total    Amount  Total
<S>                       <C>        <C>      <C>      <C>      <C>     <C>
Commercial                 $   3,664   0.31      3,706   0.32     3,106   0.28
Consumer                       2,542   0.22      2,753   0.24     2,562   0.23
Real estate - commercial       1,827   0.16      3,680   0.31     2,815   0.26
Real estate - construction     4,718   0.40      1,532   0.13       778   0.07
Real estate - mortgage           982   0.08      2,403   0.21     2,142   0.19
Unassigned portion
  of allowance                   187   0.02        338   0.03     1,762   0.16
                           $  13,920   1.19     14,412   1.24    13,165   1.19
</TABLE>

<TABLE>
<CAPTION>
   B.  ALLOCATION OF ALLOWANCE FOR LOAN LOSSES (Continued)

                                        December 31,
                                  2003               2002
                                     % of               % of
                                     Loans              Loans
                                      to                 to
(thousands)                  Amount  Total     Amount   Total
<S>                       <C>       <C>       <C>      <C>
Commercial                $   2,993   0.30      2,642    0.38
Consumer                      2,420   0.24      2,179    0.32
Real estate - commercial      3,003   0.30      2,117    0.31
Real estate - construction      705   0.07        649    0.09
Real estate - mortgage        1,803   0.18      1,314    0.19
Unassigned portion
  of allowance                1,078   0.11        565    0.08
                          $  12,002   1.20      9,466    1.37
</TABLE>

Management continually reviews the loan portfolio for signs of deterioration.
In making their evaluation of the portfolio, factors considered include the
individual strength of borrowers, the strength of the individual industries,
the value and marketability of collateral, specific market strengths and
weaknesses, and general economic conditions.  Management believes that the
allowance for loan losses at December 31, 2006 is adequate to cover potential
loan losses inherent in the loan portfolio.
<PAGE>  27

GUIDE 3.  V.  DEPOSITS
<TABLE>
<CAPTION>
   A.  DEPOSIT MATURITIES
                                   As of December 31, 2006
                                        Mature Within
                                               Over Six
                      Three      Over Three    Months
                      Months     Months        Through     Over
                      or         Through       Twelve      Twelve
(thousands)           Less       Six Months    Months      Months      Total
<S>                <C>          <C>         <C>         <C>        <C>
Certificates of
 deposit and other
 time deposits of
 $100 and over     $    25,253      26,148      54,406      81,551     187,358
All other deposits     373,344      90,095     152,132     460,053   1,075,624
   Total deposits  $   398,597     116,243     206,538     541,604   1,262,982
</TABLE>

GUIDE 3.  VI.  RETURN ON EQUITY AND ASSETS

Refer to FNB's 2006 Annual Report to Shareholders which is incorporated herein
by reference to Exhibit 13 to this Annual Report on Form 10-K under the
heading "Selected Consolidated Financial Information" for a five year summary
of financial information which includes return on equity, return on assets and
other ratios.
<PAGE>  28
<TABLE>
<CAPTION>
INTEREST SENSITIVITY ANALYSIS
                                           As of December 31, 2006
                                          Mature or Reprice Within
                                        Over Three
                              Three     Months     Over One
                              Months    Through    Year To    Over
                              or        Twelve     Five       Five
(thousands)                   Less      Months     Years      Years     Total
<S>                        <C>        <C>       <C>        <C>      <C>
INTEREST-EARNING ASSETS
Loans, net (excluding
   nonaccrual)              $ 426,882  258,980   436,720     42,417  1,164,999
Securities:
 Available-for-sale,
   at fair value                2,425    6,313    52,045    118,038    178,821
 Held-to-maturity,
   at amortized cost              325      339       917          2      1,583
Other interest-earning
   assets                      29,117   12,474         -      9,075     50,666
     Total interest-
     earning assets         $ 458,749  278,106   489,682    169,532  1,396,069

INTEREST-BEARING LIABILITIES
Certificates of deposit
   and other time deposits
   of $100M and over        $  25,253   80,554    81,551          -    187,358
Time                           82,531  183,928   202,773          -    469,232
All other deposits            282,889   34,530   130,509          -    447,928
Federal funds purchased
   and securities sold
   under agreements to
   repurchase                      45        -         -          -         45
Other borrowed funds           10,064   25,161    27,409          -     62,634
     Total interest-
     bearing
     liabilities            $ 400,782  324,173   442,242          -  1,167,197
Interest sensitivity
   gap per period           $  57,967  (46,067)   47,440    169,532    228,872
Cumulative interest
   sensitivity gap             57,967   11,900    59,340    228,872          -
</TABLE>
<PAGE>  29

Item 1A.  Risk Factors

We face strong competition from other financial institutions, financial
service companies and other organizations offering services similar to those
offered by us and our subsidiaries, which could hurt our business.

Our business operations are centered primarily in the New River Valley,
consisting of Montgomery County, Virginia and surrounding counties, the cities
of Roanoke, Salem and Lynchburg, Virginia and Roanoke and contiguous counties,
including Bedford and Franklin, Virginia.  Increased competition within this
area may result in reduced loan originations and deposits.  Ultimately, we may
not be able to compete successfully against current and future competitors.
Many competitors offer the types of loans and banking services that we offer.
These competitors include savings associations, national banks, regional banks
and other community banks.  We also face competition from many other types of
financial institutions, including finance companies, brokerage firms,
insurance companies, credit unions, mortgage banks and other financial
intermediaries.  In particular, our competitors include other state and
national banks and major financial companies whose greater resources may
afford them a marketplace advantage by enabling them to maintain numerous
banking locations and mount extensive promotional and advertising campaigns.

Additionally, banks and other financial institutions with larger
capitalization and financial intermediaries not subject to bank regulatory
restrictions have larger lending limits and are thereby able to serve the
credit needs of larger clients.  These institutions, particularly to the
extent they are more diversified than us, may be able to offer the same loan
products and services that we offer at more competitive rates and prices.  If
we are unable to attract and retain banking clients, we may be unable to
continue our loan and deposit growth, and our business, financial condition
and prospects may be negatively affected.

We are subject to interest rate risk, and variations in interest rates may
negatively affect our financial performance.

We are unable to predict actual fluctuations of market interest rates with
complete accuracy.  Rate fluctuations are affected by many factors, including
inflation, recession, increase in unemployment, tightening money supply and
domestic and international disorder and instability in domestic and foreign
financial markets.

Changes in the interest rate environment may reduce profits.  We expect we
will continue to realize income from the differential or "spread" between the
interest earned on loans, securities and other interest-earning assets, and
interest paid on deposits, borrowings and other interest-bearing liabilities.
Net interest spreads are affected by the difference between the maturities and
repricing characteristics of interest-earning assets and interest-bearing
liabilities.  We are vulnerable to declines in interest rates because of our
slightly asset-sensitive balance sheet profile, in which our assets will
reprice downward at rates exceeding the repricing characteristics of
liabilities.  As a result, material and prolonged declines in interest rates
would decrease our net interest income.  Conversely, an increase in the
general level of interest rates may adversely affect the ability of some
borrowers to pay the interest on and principal of their obligations.
Accordingly, changes in levels of market interest rates could materially and
adversely affect our net interest spread, asset quality, levels of prepayments
and cash flows as well as the market value of our securities portfolio and
overall profitability.
<PAGE>  30

Our business is subject to various lending and other economic risks that could
adversely impact our results of operations and financial condition.

Changes in economic conditions, particularly an economic slowdown, could hurt
our business.  Our business is directly affected by political and market
conditions, broad trends in industry and finance, legislative and regulatory
changes, changes in governmental monetary and fiscal policies and inflation,
all of which are beyond our control.  A deterioration in economic conditions,
in particular an economic slowdown within our geographic region, could result
in the following consequences, any of which could hurt our business
materially:

        loan delinquencies may increase;

        problem assets and foreclosures may increase;

        demand for our products and services may decline; and

        collateral for loans made by us may decline in value, in turn reducing
        a client's borrowing power, and reducing the value of assets and
        collateral associated with our loans held for investment.

A downturn in the real estate market could hurt our business.  Our business
activities and credit exposure are concentrated in the southwestern part of
Virginia.  A downturn in this regional real estate market could hurt our
business because of the geographic concentration within this area.  If there
is a significant decline in real estate values, the collateral for our loans
will provide less security.  As a result, our ability to recover on defaulted
loans by selling the underlying real estate would be diminished, and we would
be more likely to suffer losses on defaulted loans.

Our decisions regarding credit risk could be inaccurate and our allowance for
loan losses may be inadequate, which could materially and adversely affect our
business, financial condition, results of operations and future prospects.

Our loan portfolio and investments in marketable securities subject us to
credit risk.  Inherent risks in lending also include the inability to compete
with other lenders, lack of control over fluctuations in interest rates and
collateral values, principally real estate, and economic downturns.  Making
loans is an essential element of our business, and there is a risk that our
loans will not be repaid.  The risk of nonpayment is affected by a number of
factors, including:

        the duration of the loan;

        credit risks of a particular borrower;

        changes in economic or industry conditions; and

        in the case of a collateralized loan, risks resulting from
        uncertainties about the future value of the collateral.

We attempt to maintain an appropriate allowance for loan losses to provide for
potential losses in our loan portfolio.  However, there is no precise method
of predicting credit losses, since any estimate of loan losses is necessarily
subjective and the accuracy depends on the outcome of future events.
Therefore, we face the risk that charge-offs in future periods will exceed our
allowance for loan losses and that additional increases in the allowance for
<PAGE>  31
loan losses will be required.  Additions to the allowance for loan losses
would result in a decrease of our net income, and possibly our capital.

Our profitability may suffer because of rapid and unpredictable changes in the
highly regulated environment in which we operate.

We are subject to extensive supervision by several governmental regulatory
agencies at the federal level.  Recently enacted, proposed and future banking
legislation and regulations have had, and will continue to have, a
significant impact on the financial services industry.  These regulations,
which are intended to protect depositors and not our shareholders, and the
interpretation and application of them by federal regulators, are beyond our
control, may change rapidly and unpredictably and can be expected to influence
our earnings and growth.  Our success depends on our continued ability to
maintain compliance with these regulations.  Some of these regulations may
increase our costs and thus place other financial institutions that are not
subject to similar regulation in stronger, more favorable competitive
positions.

We may not be able to attract and retain skilled people.

Our success depends, in large part, on our ability to attract and retain
key people.  Competition for the best people in our business can be
intense and we may not be able to hire people or to retain them.  The
unexpected loss of services of one or more of our key personnel could
have a material adverse impact on our business because of their skills,
knowledge of our market, years of industry experience and the difficulty
of promptly finding qualified replacement personnel.

We continually encounter technological change.

The financial services industry is continually undergoing rapid
technological change with frequent introductions of new technology driven
products and services.  The effective use of technology increases
efficiency and enables financial institutions to serve customers better
and to reduce costs.  Our future success depends, in part, upon our
ability to address the needs of our customers by using technology to
provide products and services that will satisfy customer demands, as well
as to create additional efficiencies in our operations.  Many of our
competitors have substantially greater resources to invest in
technological improvements.  We may not be able to effectively implement
new technology driven products and services or be successful in marketing
these products and services to our customers.  Failure to keep pace
successfully with technological change affecting the financial services
industry could have a material adverse impact on our business and, in
turn, our financial condition and results of operations.

Item 1B.  Unresolved Staff Comments

None.

Item 2.  Properties

The principal offices of FNB are located in the 73,000 square foot FNB Center
which is owned and located at 105 Arbor Drive in Christiansburg, Virginia.
The FNB Center also contains the primary operations, mortgage loan and data
processing departments of FNB.

In addition to its main office, FNB owns 18 branches, two operation centers
and one loan production office, and leases nine branches and one loan
production office.
<PAGE>  32

The majority of such space is used by FNB in its operations.  The leased
properties are leased from independent parties on terms which management
believes are reasonable in relationship to other available properties in
similar markets.  For more information regarding FNB's leasing activities,
please read Note 8 "Leasing Activities" of the Notes to Consolidated Financial
Statements included in FNB's 2006 Annual Report to Shareholders incorporated
herein by reference to Exhibit 13 to this Annual Report on Form 10-K.

Item 3.  Legal Proceedings

In the ordinary course of operations, FNB and its subsidiaries expect to be
parties to various legal proceedings.  At present, there are no pending
proceedings against FNB or its bank which, if determined adversely,
would have a material effect on the business, results of operations, or
financial position of FNB or the Bank.

Item 4.  Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the fourth
quarter of 2006.
<PAGE>  33

PART II

Item 5.  Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities

FNB has one class of Common Stock with a par value of $5 per share.  There
were approximately 1,778 shareholders of record as of December 31, 2006,
holding 7,348,823 shares of the authorized 25,000,000 shares of common stock.
On July 9, 2002, FNB was formally named to the Russell 2000 stock index.
The Russell 2000 index is comprised of the 3,000 largest U.S. corporations
ranked in order of total market capitalization (excluding from that group the
1,000 largest companies).  FNB's stock trades on the Nasdaq Global Select
Market under the symbol FNBP.

The recent market prices and other related shareholder data is incorporated
herein by reference to the section entitled, "Market Price and Dividend Data,"
under Management's Discussion and Analysis of Financial Condition and Results
of Operation in FNB's 2006 Annual Report to Shareholders which is filed as
Exhibit 13 to this Annual Report on Form 10-K.  At March 8, 2007, the closing
price was $34.10.

During 2006 and 2005, FNB paid dividends on a quarterly basis, which is
currently anticipated to be the normal frequency for the foreseeable future.
There are no known restrictions on retained earnings that would affect the
ability to pay further dividends other than those imposed by regulatory
agencies.  See Note 13 "Dividend Restrictions and Capital Requirements" of
the Notes to Consolidated Financial Statements and the section entitled
"Liquidity and Capital Resources" under Management's  Discussion and Analysis
of Financial Condition and Results of Operation, both in FNB's 2006 Annual
Report to Shareholders, which is filed as Exhibit 13 to this Annual Report on
Form 10-K and both of which are incorporated herein by reference.

Item 6. Selected Financial Data

Selected financial data is presented in FNB's 2006 Annual Report to
Shareholders, which is filed as Exhibit 13 to this Annual Report on Form 10-K,
and is incorporated herein by reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operation

Management's Discussion and Analysis of Financial Condition and Results of
Operation is included in the section under the same heading in FNB's 2006
Annual Report to Shareholders, which is filed as Exhibit 13 to this Annual
Report on Form 10-K and is incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Information regarding market risks is included in the section entitled,
"Market Risks Related to Financial Instruments" under Management's Discussion
and Analysis of Financial Condition and Results of Operation in FNB's 2006
Annual Report to Shareholders, which is filed as Exhibit 13 to this Annual
Report on Form 10-K and is incorporated herein by reference.
<PAGE>  34

Item 8.  Financial Statements and Supplementary Data

The following independent registered public accountant's report, consolidated
financial statements, and supplementary financial information included in
FNB's 2006 Annual Report to Shareholders, which is filed as Exhibit 13 to this
Form 10-K, are incorporated herein by reference:

           Report of Independent Registered Public Accounting Firm on the
                  Consolidated Financial Statements
           Consolidated Balance Sheets - December 31, 2006 and 2005
           Consolidated Statements of Income and Comprehensive Income - Years
                  ended December 31, 2006, 2005,and 2004
           Consolidated Statements of Cash Flows - Years ended December 31,
                  2006, 2005, and 2004
           Consolidated Statements of Changes in Shareholders' Equity - Years
                  ended December 31, 2006, 2005, and 2004
           Notes to Consolidated Financial Statements

Item 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures.

We have carried out an evaluation, under the supervision and the participation
of our management, including our President and Chief Executive Officer (our
"CEO") and our Executive Vice President and Chief Financial Officer (our
"CFO"), of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the "Act")) as of the end of the
fiscal year covered by this report.  Based upon that evaluation, our CEO and
CFO concluded that our disclosure controls and procedures are effective in
providing reasonable assurance that (a) the information required to be
disclosed by us in the reports that we file or submit under the Act is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms, and (b) such
information is accumulated and communicated to our management, including our
CEO and CFO, as appropriate to allow timely decisions regarding required
disclosure.

Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that our disclosure controls and
procedures will detect or uncover every situation involving the failure of
persons within FNB to disclose material information otherwise required to be
set forth in our periodic reports.

Management's Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate
internal control over financial reporting (as such term is defined in
Rule 13a-15(f) under the Exchange Act).  Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and directors; and
<PAGE>  35
(iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of our assets that could have a
material effect on the financial statements.

Because of the inherent limitations in any internal control, no matter how
well designed, misstatements may occur and not be prevented or detected.
Accordingly, even effective internal control over financial reporting can
provide only reasonable assurance with respect to financial statement
preparation.  Further, the evaluation of the effectiveness of internal control
over financial reporting was made as of a specific date, and continued
effectiveness in future periods is subject to the risks that controls may
become inadequate because of changes in conditions or that the degree of
compliance with the policies and procedures may decline.

Management conducted an evaluation of the effectiveness of our system of
internal control over financial reporting as of December 31, 2006 based on the
framework set forth in "Internal Control - Integrated Framework" issued by the
Committee of Sponsoring Organizations of the Treadway Commission.  Based on
its evaluation, management concluded that, as of December 31, 2006, FNB's
internal control over financial reporting was effective.

Our management's assessment of the effectiveness of our internal control over
financial reporting as of December 31, 2006 has been audited by Brown, Edwards
& Company, L.L.P., an independent registered public accounting firm, as stated
in its attestation report below.

Changes in Internal Control Over Financial Reporting.

There has been no change in our internal control over financial reporting
during the fourth quarter of the year covered by this report that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
<PAGE>  36

BROWN,
EDWARDS &
COMPANY, L.L.P.
Certified Public Accountants




            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




     We have audited management's assessment, included in the accompanying
Report of Management, that FNB Corporation maintained effective internal
control over financial reporting as of December 31, 2006, based on criteria
established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (the COSO criteria).
FNB Corporation's management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness
of internal control over financial reporting.  Our responsibility is to
express an opinion on management's assessment and an opinion on the
effectiveness of the company's internal control over financial reporting based
on our audit.

     We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in
all material respects.  Our audit included obtaining an understanding of
internal control over financial reporting, evaluating management's assessment,
testing and evaluating the design and operating effectiveness of internal
control, and performing such other procedures as we considered necessary in
the circumstances.  We believe that our audit provides a reasonable basis for
our opinion.

     A company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.  A
company's internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company's assets that
could have a material effect on the financial statements.

     Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.  Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

     In our opinion, management's assessment that FNB Corporation maintained
effective internal control over financial reporting as of December 31, 2006,
is fairly stated, in all material respects, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).  Also, in our opinion, FNB
Corporation maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2006, based on the COSO criteria.


        Providing Professional Business Advisory & Consulting Services

     100 Arbor Drive, Suite 108   Christiansburg, VA 24073   540-381-9333
                 Fax:  540-381-8319   www.BEcpas.com
         Member:  SEC and Private Companies Practice Sections of
           American Institute of Certified Public Accountants
<PAGE>  37

     We have also audited in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the consolidated balance
sheets of FNB Corporation and Subsidiary as of December 31, 2006 and 2005, and
the related consolidated statements of income and comprehensive income,
changes in stockholders' equity, and cash flows for each of the three years in
the period ended December 31, 2006 and our report dated February 6, 2007,
expressed an unqualified opinion thereon.


                                           /s/Brown, Edwards & Company, L.L.P.
                                              CERTIFIED PUBLIC ACCOUNTANTS



Christiansburg, Virginia
February 6, 2007































        Providing Professional Business Advisory & Consulting Services

     100 Arbor Drive, Suite 108   Christiansburg, VA 24073   540-381-9333
                 Fax:  540-381-8319   www.BEcpas.com
         Member:  SEC and Private Companies Practice Sections of
           American Institute of Certified Public Accountants
<PAGE>  38

Item 9B Other Information

None.


PART III

Item 10.  Directors, Executive Officers and Corporate Governance

Information on directors is incorporated by reference to FNB's Proxy
Statement for the 2007 Annual Meeting of Shareholders under the heading
"Proposal One:  Election of Directors."

Information on executive officers is incorporated by reference
to FNB's Proxy Statement for the 2007 Annual Meeting of Shareholders under
the heading "Executive Officers of the Corporation and Their Compensation."

FNB adopted a Code of Conduct dated January 29, 2004 which was filed with the
Commission as Exhibit 14 to FNB's Form 10-K for the year ended December 31,
2003.  FNB intends to report amendments to or waivers from the Code of Conduct
that are required to be reported on FNB's website, as permitted by applicable
rules and regulations of the SEC and NASDAQ, although FNB may elect to
disclose any such amendment or waiver in a report on Form 8-K filed with the
SEC either in addition to or in lieu of the website disclosure.  FNB's Code of
Conduct is available on FNB's Internet site at www.fnbonline.com - Investor
Relations - Corporate Governance.  The Code of Conduct may be obtained by
writing to the Corporate Secretary at P.O. Box 600, Christiansburg,
Virginia  24068-0600.

Information on the Board of Director's audit committee and audit committee
financial expert in accordance with Section 407 of the Sarbanes-Oxley Act of
2002 is incorporated by reference to FNB's Proxy Statement for the 2007 Annual
Meeting of Shareholders under the heading "Board of Directors and Committees
of the Board."

Information on Section 16(a) reporting is incorporated by reference to FNB's
Proxy Statement for the 2007 Annual Meeting of Shareholders under the heading
"Section 16(a) Beneficial Ownership Reporting Compliance."

Item 11.  Executive Compensation

Information regarding executive compensation, the compensation committee's
report and the compensation discussion and analysis is incorporated by
reference to FNB's Proxy Statement for the 2007 Annual Meeting of Shareholders
under the heading "Executive Officers of the Corporation and Their
Compensation."

Information regarding compensation of directors, including a listing of
compensation committee members, is incorporated by reference to FNB's Proxy
Statement for the 2007 Annual Meeting of Shareholders under the heading "Board
of Director and Committees of the Board" and "2006 Compensation of Non-
Employee Directors."

Item 12.  Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters

Principal Security Holders.  FNB knows of no person or group that beneficially
owned more than 5% of FNB's outstanding shares of common stock as of March 1,
2007.
<PAGE>  39

Security Ownership of Directors and Executive Management.  Information on
security ownership of directors and executive officers is incorporated by
reference to FNB's Proxy Statement for the 2007 Annual Meeting of Shareholders
under the heading "Security Ownership of Certain Beneficial Owners and
Management."

Securities Authorized for Issuance Under Equity Compensation Plans.

The following table sets forth information as of December 31, 2006 with
respect to certain compensation plans under which equity securities of FNB
are authorized for issuance.

                     Equity Compensation Plan Information


Plan category         Number of            Weighted-average     Number of
                      securities           exercise price of    securities
                      to be issued upon    outstanding          remaining
                      exercise of          options,             available
                      outstanding          warrants and rights  for future
                      options,             (b)                  issuance
                      warrants and rights                       under equity
                      (a)                                       compensation
                                                                plans
                                                                (excluding
                                                                securities
                                                                reflected in
                                                                column
                                                                (a))
                                                                (c)

Equity compensation
plans approved by
security holders(1)        215,520              $19.83            448,926

Equity compensation
plans not approved
by security holders              -                    -                 -

Total                      215,520              $19.83            448,926


  (1)   Consists solely of the FNB 2000 and 2006 Incentive Stock Plans which
        were approved by shareholders in 2000 and 2006, respectively, which
        make common stock available for awards to key employees and non-
        employee directors of FNB in the form of stock options, stock
        appreciation rights, restricted stock units and stock awards.  For a
        full description of FNB's stock compensation plans please read Note 22
        of the Notes to Consolidated Financial Statements included in FNB's
        Annual Report to Shareholders for the year ended December 31, 2006
        incorporated as Exhibit 13.

Item 13.  Certain Relationships and Related Transactions and Director
Independence

Directors and officers of FNB and persons with whom they are associated have
had, and expect to have in the future, banking transactions with FNB in the
ordinary course of their businesses.  In the opinion of management of FNB, all
such loans and commitments for loans were made on substantially the same
terms, including interest rates, collateral and repayment terms, as those
prevailing at the same time for comparable transactions with other persons,
were made in the ordinary course of business, and do not involve more than a
normal risk of collectibility or present other unfavorable features.  The
<PAGE>  40
aggregate amount of direct loans to any one director, officer or principal
stockholder (and related persons), does not exceed 10% of FNB's equity
capital accounts (nor 20% of such accounts for all such persons as a group)
and did not during the previous two fiscal years.

Information on transactions with management is incorporated by reference to
FNB's Proxy Statement for the 2007 Annual Meeting of Shareholders under the
heading "Interest of Directors and Executive Officers in Certain
Transactions."

Information on director independence is incorporated by reference to FNB's
Proxy Statement for the 2007 Annual Meeting of Shareholders under the heading
"Director Independence."

Item 14.  Principal Accounting Fees and Services

Information related to audit and non-audit fees and pre-approval policies and
procedures for audit and permitted non-audit services is incorporated by
reference to FNB's Proxy Statement for the 2007 Annual Meeting of Shareholders
under the headings "Audit and Non-Audit Fees" and "Audit Committee Pre-
Approval Policy."


PART IV

Item 15.  Exhibits, Financial Statement Schedules

      (a)(1).  Consolidated Financial Statements.  The following independent
               registered public accountant's report and consolidated
               financial statements of FNB are incorporated by reference to
               FNB's 2006 Annual Report to Shareholders included within this
               document as Exhibit 13:

          Report of Independent Registered Public Accounting Firm on the
                Consolidated Financial Statements
          Consolidated Balance Sheets -- December 31, 2006 and 2005
          Consolidated Statements of Income and Comprehensive Income --
                Years Ended December 31, 2006, 2005, and 2004
          Consolidated Statements of Cash Flows --
                Years Ended December 31, 2006, 2005, and 2004
          Consolidated Statements of Changes in Shareholders' Equity --
                Years Ended December 31, 2006, 2005, and 2004
          Notes to Consolidated Financial Statements

         (2).  Financial Statement Schedules.  The financial statement
               schedules are omitted as the required information is
               inapplicable or the information is presented in the
               consolidated financial statements or related notes.

         (3).  Exhibits.
               See Index to Exhibits.

      (b).     Exhibits.
               Included in item 15(a)(3) above.

      (c).     Financial Statement Schedules.
               Included in item 15(a)(2) above.
<PAGE>  41

                              SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                   FNB Corporation



                                   By: /s/William P. Heath, Jr.
                                          William P. Heath, Jr.
                                          President & Chief Executive Officer
                                          (principal executive officer)

                                   Date:  March 9, 2007


                                   By: /s/Daniel A. Becker
                                          Daniel A. Becker
                                          Executive Vice President &
                                          Chief Financial Officer
                                          (principal financial and
                                             accounting officer)

                                   Date:  March 9, 2007
<PAGE>  42

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.



    Signature                     Title                            Date

  /s/Kendall O. Clay             Director                       March 9, 2007
     Kendall O. Clay

  /s/Glen C. Combs               Director                       March 9, 2007
     Glen C. Combs

  /s/Douglas Covington           Director                       March 9, 2007
     Douglas Covington

  /s/Beverley E. Dalton          Director                       March 9, 2007
     Beverley E. Dalton

  /s/Daniel D. Hamrick           Director                       March 9, 2007
     Daniel D. Hamrick

  /s/William P. Heath, Jr.       President, Chief               March 9, 2007
     William P. Heath, Jr.        Executive Officer &
                                  Director

  /s/F. Courtney Hoge            Director                       March 9, 2007
     F. Courtney Hoge

  /s/Steven D. Irvin             Director                       March 9, 2007
     Steven D. Irvin

  /s/Harold K. Neal              Director                       March 9, 2007
     Harold K. Neal

  /s/Raymond D. Smoot, Jr.       Director                       March 9, 2007
     Raymond D. Smoot, Jr.

  /s/Charles W. Steger           Director                       March 9, 2007
     Charles W. Steger

  /s/Jon T. Wyatt                Director                       March 9, 2007
     Jon T. Wyatt

  /s/Daniel A. Becker            Executive Vice President       March 9, 2007
     Daniel A. Becker             & Chief Financial
                                  Officer
<PAGE>  43

                                  INDEX TO EXHIBITS

Exhibit #   Description

            Plan of Merger

(2)(a)      Merger Agreement dated March 20, 2003 between FNB and Bedford
            Bancshares, Inc., incorporated by reference to Exhibit (2)C to
            Form 10-Q for the quarter ended March 31, 2003.

            Articles of Incorporation & Bylaws

(3)(i)(a)   Registrant's Articles of Incorporation, incorporated by
            reference to Exhibit 3.1 to Form 10-K for the year ended
            December 31, 1996.

(3)(i)(b)   Articles of Amendment to Articles of Incorporation, incorporated
            by reference to Exhibit 3.3 to Registration Statement on Form
            S-4 dated September 13, 2000.

(3)(i)(c)   Articles of Amendment to Articles of Incorporation, incorporated
            by reference to Exhibit (3)(i)(c) to Form 10-Q for the quarter
            ended June 30, 2002.

(3)(ii)     Registrant's Restatement of Bylaws (as amended through January
            27, 2005), incorporated by reference to Exhibit (3)(ii) to Form
            10-K for the year ended December 31, 2004.

(4)         Certain instruments relating to trust preferred securities not
            being registered have been omitted in accordance with item
            601(b)(4)(iii) of Regulation S-K.  The registrant will furnish
            a copy of any such instrument to the Securities and Exchange
            Commission upon its request.

            Material Contracts

(10)B*      Form of FNB Corporation Non-Qualified Stock Option Agreement for
            Non-Employee Director, incorporated by reference to Exhibit (10)B
            to Form 10-Q for the quarter ended September 30, 2004.

(10)C*      Form of FNB Corporation Restricted Stock Agreement for Employee,
            incorporated by reference to Exhibit (10)C to Form 10-Q for the
            quarter ended September 30, 2004.

(10)D*      Form of FNB Corporation Incentive Stock Option Agreement for
            Employee, incorporated by reference to Exhibit (10)D to Form 10-Q
            for the quarter ended September 30, 2004.

(10)E*      Second Amendment, dated February 23, 2006, to the Employment
            Agreement dated June 2, 2003 between FNB Corporation and William
            P. Heath, Jr., incorporated by reference to Exhibit (10)E to
            Form 8-K filed March 1, 2006.

(10)G*      Base Salaries for Named Executive Officers.

(10)H*      Non-employee Director Compensation.
<PAGE>  44

(10)I*      Director Retirement Plan, incorporated by reference to
            Exhibit (10)I to Form 10-K for the year ended December 31,
            2004.

(10)J*      FNB Corporation Severance Pay Plan, incorporated by reference to
            Exhibit (10)J to Form 10-K for the year ended December 31, 2004.

(10)K*      Consulting and Noncompetition Agreement dated September 30,
            2005, between R. Bruce Munro and FNB, incorporated by reference
            to Exhibit (10)K to Form 10-Q for the quarter ended
            September 30, 2005.

(10)L*      Pay-for-Performance Plan.

(10)M*      Employment Agreement dated April 1, 2002 between FNB Corporation
            and D.W. Shilling, incorporated by reference to Exhibit (10)M to
            Form 10-Q for the quarter ended March 31, 2006.

(10)N*      Form of Change in Control Agreement, dated April 1, 1999, between
            Daniel A. Becker and FNB Corporation and First National Bank,
            incorporated by reference to Exhibit (10)C to Form 10-Q for the
            quarter ended September 30, 1997.

10(O)*      FNB Corporation 2006 Incentive Stock Plan, effective as of May 9,
            2006, incorporated by reference to Appendix A to Proxy Statement
            filed March 31, 2006.

10(P)*      Form of Employee Stock Award Agreement, incorporated by reference
            to Exhibit 10(P) to Form 8-K filed May 15, 2006.

10(Q)*      Form of Non-Employee Director Stock Award Agreement, incorporated
            by reference to Exhibit 10(Q) to Form 8-K filed May 15, 2006.

10(R)*      Form of Non-Qualified Stock Option Agreement for Employee,
            incorporated by reference to Exhibit 10(R) to Form 8-K filed
            June 1, 2006.

10(S)*      Form of Non-Qualified Stock Option Agreement for Non-Employee
            Director, incorporated by reference to Exhibit 10(S) to Form 8-K
            filed June 1, 2006.

10(T)*      Form of Stock Appreciation Right Agreement for Employee,
            incorporated by reference to Exhibit 10(T) to Form 8-K filed
            June 1, 2006.

10(U)*      Form of Stock Appreciation Right Agreement for Non-Employee
            Director, incorporated by reference to Exhibit 10(U) to Form 8-K
            filed June 1, 2006.

10(V)*      Form of Restricted Stock Agreement for Employee, incorporated by
            reference to Exhibit 10(V) to Form 8-K filed June 1, 2006.
<PAGE>  45

10(W)*      Form of Restricted Stock Agreement for Non-Employee Director,
            incorporated by reference to Exhibit 10(W) to Form 8-K filed
            June 1, 2006.

10(X)*      Form of Restricted Stock Unit Agreement for Employee, incorporated
            by reference to Exhibit 10(X) to Form 8-K filed June 1, 2006.

10(Y)*      Form of Restricted Stock Unit Agreement for Non-Employee Director,
            incorporated by reference to Exhibit 10(Y) to Form 8-K filed
            June 1, 2006.

10(Z)*      Form of Incentive Stock Option Agreement for Employee,
            incorporated by reference to Exhibit 10(Z) to Form 8-K filed
            June 1, 2006.

10(AA)*     Form of Stock Payment Award Agreement for Non-Employee Director,
            incorporated by reference to Exhibit 10(AA) to Form 8-K filed
            June 1, 2006.

10(BB)*     Change in Control Agreement, dated July 27, 2006, between FNB
            Corporation and Gregory W. Feldmann, incorporated by reference to
            Exhibit 10(BB) to Form 8-K filed July 31, 2006.

10(CC)*     Change in Control Agreement, dated August 25, 2006, between FNB
            Corporation and David W. DeHart, incorporated by reference to
            Exhibit 10(CC) to Form 8-K filed August 30, 2006.

10(DD)*     Change in Control Agreement, dated January 29, 2007, between FNB
            Corporation and William B. Littreal, incorporated by reference to
            Exhibit 10(DD) to Form 8-K filed January 29, 2007.

10(EE)*     Form of Change in Control Agreement, dated April 1, 1999,
            between Keith J. Houghton and First National Bank, incorporated by
            reference to Exhibit (10)C to Form 10-Q for the quarter ended
            September 30, 1997.

10(FF)*     Virginia Bankers Association Director Deferred Compensation Plan
            for FNB Corporation.

(13)        2006 Annual Report to Shareholders.

(14)        Code of Conduct, incorporated by reference to Exhibit (14) to
            Form 10-K for the year ended December 31, 2003.

(21)        Subsidiaries of the Registrant.

(23)        Consent of Brown, Edwards & Company, L.L.P.

31(A)       Certification by Chief Executive Officer pursuant to Section 302
            of the Sarbanes-Oxley Act of 2002.

31(B)       Certification by Chief Financial Officer pursuant to Section 302
            of the Sarbanes-Oxley Act of 2002.

32          Certification by Chief Executive Officer and Chief Financial
            Officer, as required by Section 906 of the Sarbanes-Oxley Act
            of 2002.

______________________________________________
*Denotes management contract.
<PAGE>  46