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, 2005
                                     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:  None

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

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, 2005, was $197,339,716.

There were 7,325,242 shares outstanding as of March 9, 2006.
<PAGE>    2

                    DOCUMENTS INCORPORATED BY REFERENCE:

Portions of FNB's Annual Report to Shareholders for the year ended
December 31, 2005, 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 9, 2006, are incorporated into Part III hereof.
<PAGE>    3

                               TABLE OF CONTENTS
PART I

Item 1.   Business                                                Page
               General Development of Business                       5
               Description of Business                               5
               Government Supervision and Regulation                 5
               Competition                                          13
               Governmental Monetary Policies                       13
               Employees                                            13
               Available Information                                13
               Securities Act Guide 3. Statistical
                  Disclosure by Bank Holding Companies              14
Item 1A.  Risk Factors                                              28
Item 1B.  Unresolved Staff Comments                                 30
Item 2.   Properties                                                30
Item 3.   Legal Proceedings                                         30
Item 4.   Submission of Matters to a Vote of Security Holders       30

PART II

Item 5.   Market for Registrant's Common Equity,Related
          Stockholder Matters and Issuer Purchases of
          Equity Securities                                         31
Item 6.   Selected Financial Data                                   31
Item 7.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations             31
Item 7A.  Quantitative and Qualitative Disclosures About
          Market Risk                                               31
Item 8.   Financial Statements and Supplementary Data               32
Item 9.   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure                    32
Item 9A.  Controls and Procedures                                   32
Item 9B.  Other Information                                         36

PART III

Item 10.  Directors and Executive Officers of the Registrant        36
Item 11.  Executive Compensation                                    36
Item 12.  Security Ownership of Certain Beneficial Owners
          and Management and Related Stockholder Matters            36
Item 13.  Certain Relationships and Related Transactions            37
Item 14.  Principal Accountant Fees and Services                    38

PART IV

Item 15.  Exhibits, Financial Statement Schedules                   38
          Consolidated Financial Statements                         38
          Signatures                                                39
          Index to Exhibits                                         41
<PAGE>    4

PART I

Item 1. Business

General Development of Business.  FNB Corporation, a Virginia corporation,
("FNB"), was organized in 1996 as a bank holding company for First National
Bank, a national banking association formed in 1905.  In 2001, FNB acquired
FNB Southwest (formerly Southwest Virginia Savings Bank, F.S.B.), which was
formed in 1927 and two First Union National Bank branches.  On December 31,
2001, FNB acquired Salem Bank and Trust, National Association, which was
incorporated in 1976.  FNB Southwest and Salem Bank and Trust, National
Association, merged on May 6, 2002, into a single entity with the name "FNB
Salem Bank and Trust, National Association."  On August 1, 2003, FNB acquired
Bedford Federal Savings Bank, National Association (formerly Bedford Federal
Savings Bank).

Description of Business.  FNB, through its three banking subsidiaries ("bank"
or "banks"), 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 and Salem, 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
26 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
FNB's bank subsidiaries, including the activities in which they may engage,
the investments that they make, the aggregate amount of loans that they may
grant to one borrower, and the dividends they may declare.  FNB's bank
subsidiaries are also subject to various consumer and compliance laws.  As
national banks, the banks are subject to primary regulation, supervision and
examination by the Office of the Comptroller of the Currency (the "OCC").
FNB's bank subsidiaries also are subject to regulation, supervision and
examination by the Federal Deposit Insurance Corporation (the "FDIC").

The following description summarizes the significant federal and state laws
applicable to FNB and its banking subsidiaries.  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, FNB is subject to periodic 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>    5

      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.  Control is conclusively presumed to exist if an
individual or company acquires 25% or more of any class of voting securities
of the bank holding company.  Control is rebuttably presumed to exist if a
person acquires 10% or more, but less than 25%, of any class of voting
securities and either has registered securities under Section 12 of the
Securities Exchange Act of 1934 or no other person owns or controls a greater
percentage of that class of voting securities immediately after the
transaction.  The regulations provide a procedure for challenging this
rebuttable control presumption.

Payment of Dividends

FNB is a legal entity separate and distinct from its banking subsidiaries.
Virtually all of FNB's revenues result from dividends paid to it by the
banks.  FNB's bank subsidiaries are subject to laws and regulations that limit
the amount of dividends that they can pay.  Under the National Bank Act, FNB's
national bank subsidiaries may not declare a dividend if the total amount of
all dividends, including the proposed dividend, declared by the national bank
in any calendar year exceeds the total of the national specific 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.
FNB's national bank subsidiaries may not declare or pay any dividend if, after
making the dividend, the national 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.
<PAGE>    6

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 also
imposes some restrictions on FNB's ability to pay dividends.

Insurance of Accounts, Assessments and Regulation by the FDIC

The deposits of FNB's bank subsidiaries are insured by the FDIC up to the
limits set forth under applicable law.  The deposits of the banks are subject
to the deposit insurance assessments of the Bank Insurance Fund, or "BIF", of
the FDIC.

The FDIC has implemented a risk-based deposit insurance assessment system
under which the assessment rate for an insured institution may vary according
to regulatory capital levels of the institution and other factors, including
supervisory evaluations.  For example, depository institutions insured by the
BIF that are "well capitalized" and that present few or no supervisory
concerns are required to pay only the statutory minimum assessment of $2,000
annually for deposit insurance, while all other banks are required to pay
premiums ranging from 0.03% to 0.27% of domestic deposits.  These rate
schedules are subject to future adjustments by the FDIC.  In addition to being
influenced by the risk profile of the particular depository institution, FDIC
premiums are also influenced by the size of the FDIC insurance fund in
relation to total deposits in FDIC insured banks.  The FDIC has authority to
impose special assessments from time to time.

The FDIC is authorized to prohibit any BIF-insured institution from engaging
in any activity that the FDIC determines by regulation or order to pose a
serious threat to the respective insurance fund.  Also, the FDIC may initiate
enforcement actions against banks, after first giving the institution's
primary regulatory authority an opportunity to take such action.  The FDIC may
terminate the deposit insurance of any depository institution if it
determines, after a hearing, that the institution has engaged or is engaging
in unsafe or unsound practices, is in an unsafe or unsound condition to
continue operations, or has violated any applicable law, regulation, order or
any condition imposed in writing by the FDIC.  FNB is not aware of any
existing circumstances that could result in termination of any of its bank
subsidiaries 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 its bank subsidiaries 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
<PAGE>    7

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
      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.  FNB's bank subsidiaries presently maintain sufficient
capital to remain in compliance with these capital requirements.
<PAGE>    8

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 funds 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 national bank which violates the law, engages in
an unsafe or unsound bank practice or which is about to engage in an unsafe
and 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 institutions and to commit resources to support the banks 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
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 bank borrowing 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 FNB's banking subsidiaries.

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 2006, the first $7.8 million will be exempt from
reserve requirements.  A 3% reserve ratio will be assessed on net transaction
<PAGE>    9

accounts over $7.8 million to and including $48.3 million.  A 10% reserve
ratio will be applied to net transaction accounts in excess of $48.3 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.

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.  Loans in the aggregate to insiders and
their related interests as a class may not exceed two times the bank's
unimpaired capital and unimpaired surplus until the bank's total assets equal
or exceed $100,000,000, at which time 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.

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
<PAGE>   10

are periodically examined for compliance with the Community Reinvestment Act
and are periodically 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, FNB Salem Bank and Trust, National Association and
Bedford Federal Savings Bank, National Association all received a rating of
"satisfactory" in their latest Community Reinvestment Act examinations.

Fair Lending; 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 experience discrimination in their
efforts to obtain loans from depository and other lending institutions.  These
agencies have brought litigation against depository institutions alleging
discrimination against borrowers.  Many of these suits have been settled, in
some cases for material sums, short of a full trial.

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-
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.

Gramm-Leach-Bliley Act of 1999

The GLB Act was signed into law on November 12, 1999.  The 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
<PAGE>   11

provisions.

The GLB Act repealed sections 20 and 32 of the Glass-Steagall Act, thus
permitting unrestricted affiliations between banks and securities firms.  It
also 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 the 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 new 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."
Additionally, the law makes conforming changes in the definitions of "broker"
and "dealer" for purposes of the Investment Company Act of 1940, as amended,
and the Investment Advisers Act of 1940, as amended.

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.  The GLB Act also provides that the states may adopt
customer privacy protections that are more strict than those contained in the
act.

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 its banking subsidiaries' operations.  FNB expects that the financial
<PAGE>   12

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 but
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.

Governmental Monetary Policies.  The policies of the Federal Reserve Board
have a direct effect on the banks' loans and deposits and the interest rates
charged and paid thereon.  While future economic conditions and the policies
of the Federal Reserve Board designed to deal with those conditions cannot
accurately be predicted, they can materially affect the revenue and income of
commercial banks.

Employees.  FNB had 479 full-time equivalent employees as of December 31,
2005.

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 100 F Street N.E., Room 1580,
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:

      Average Balance Sheet and Analysis of Net Interest Earnings
      Rate/Volume Variance
      Securities Available-For-Sale at Fair Value
      Securities Held-To-Maturity at Amortized Cost
      Securities--Maturity/Yield Schedule
      Types of Loans
      Loan Maturities and Interest Sensitivity
      Nonperforming Assets and Past Due Loans
      Pro forma/Recorded Interest on Nonaccrual Loans
      Analysis of the Allowance for Loan Losses
      Allocation of Allowance for Loan Losses
      Deposit Maturities
      Return on Equity and Assets
      Interest Sensitivity Analysis
<PAGE>   14

GUIDE 3. I.  DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY;
             INTEREST RATES AND INTEREST DIFFERENTIAL

   A. and B.  AVERAGE BALANCE SHEET AND ANALYSIS OF NET INTEREST EARNINGS

<TABLE>
<CAPTION>
                                                        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
   Nontaxable (2)                          10,008         689      6.88
     Total securities                     161,320       7,807      4.84
Short term investments                     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:
   Demand and savings                  $  402,539       5,379      1.34%
   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%.
<PAGE>   15

   A. and B.  AVERAGE BALANCE SHEET AND ANALYSIS OF NET INTEREST EARNINGS

<TABLE>
<CAPTION>
                                                        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
   Nontaxable (2)                          15,142       1,077      7.11
     Total securities                     177,678       8,302      4.67
Short term investments                     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:
   Demand and savings                  $  376,820       2,584      0.69%
   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%.
<PAGE>   16

   A. and B.  AVERAGE BALANCE SHEET AND ANALYSIS OF NET INTEREST EARNINGS

<TABLE>
<CAPTION>
                                                        2003
                                                                  Average
                                          Average     Income/     Yield/
(thousands)                               Balance     Expense     Rate
<S>                                    <C>           <C>         <C>
ASSETS
Loans (net of unearned income)(1)(2)   $  826,969      52,803      6.39%
Securities:
   Taxable                                151,924       6,447      4.24
   Nontaxable(2)                           22,888       1,658      7.24
     Total securities                     174,812       8,105      4.64
Short term investments                     30,785       1,211      3.93
     Total interest-earning assets      1,032,566      62,119      6.02
Allowance for loan losses                 (10,645)
Cash and due from banks, noninterest-
   bearing                                 26,650
Bank premises and equipment, net           23,930
Other real estate owned                     1,323
Other assets                               60,219
     Total assets                      $1,134,043

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing deposits:
   Demand and savings                  $  324,823       1,986      0.61%
   Time                                   378,967      11,342      2.99
   Certificates of deposit of
     $100,000 and over                    104,347       3,617      3.47
     Total interest-bearing deposits      808,137      16,945      2.10
Federal funds purchased and securities
  sold under agreements to repurchase      20,003          66      0.33
Other borrowed funds                       61,712       2,924      4.74
    Total interest-bearing liabilities    889,852      19,935      2.24
Demand deposits, noninterest-bearing      120,945
Other liabilities                           8,439
Stockholders' equity                      114,807
     Total liabilities and
       stockholders' equity            $1,134,043

Interest income and rate earned                      $ 62,119      6.02%
Interest expense and rate paid                         19,935      2.24
Interest rate spread                                               3.78
NET INTEREST INCOME AND NET YIELD
   ON AVERAGE EARNING ASSETS                         $ 42,184      4.09%
</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 34%.
<PAGE>   17

   A.  RATE/VOLUME VARIANCE

<TABLE>
<CAPTION>
                        2005 Compared to 2004     2004 Compared to 2003
                                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)             $ 10,353   4,610   5,743     9,131  14,110  (4,979)
Securities:
  Taxable                (107)   (513)    406       778     461     317
  Nontaxable(1)          (388)   (359)    (29)     (581)   (556)    (25)
Federal funds sold        325     159     166      (586)   (548)    (38)
      Total            10,183   3,897   6,286     8,742  13,467  (4,725)

INTEREST EXPENSE
Demand and savings      2,795     260   2,535       598     337     261
Time                    2,274     414   1,860        36   1,561  (1,525)
Certificates of deposit
   of $100,0000 and over  941     545     396       779   1,199    (420)
Federal funds purchased
   and securities sold
   under agreements to
   repurchase              13     (42)     55        14    (147)    161
Other borrowed funds      519    (399)    918     1,298   2,325  (1,027)
      Total             6,542     778   5,764     2,725   5,275  (2,550)

Net interest income  $  3,641   3,119     522     6,017   8,192  (2,175)
</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% for 2005 and 2004 and 34%
for 2003.
<PAGE>   18

GUIDE 3.  II. INVESTMENT PORTFOLIO

   A.  SECURITIES AVAILABLE-FOR-SALE AT FAIR VALUE
<TABLE>
<CAPTION>
                                                December 31,
(thousands)                             2005        2004         2003
<S>                               <C>            <C>        <C>
U.S. Treasury                      $     146         149          151
U.S. Government agencies and
corporations                          41,643      26,676       57,133
Mortgage-backed                       86,136      76,359       69,950
States and political subdivisions     14,260      17,100       19,362
Corporate                             17,214      22,085       27,045

   Totals                          $ 159,399     142,369      173,641
</TABLE>

   A.  SECURITIES HELD-TO-MATURITY AT AMORTIZED COST
<TABLE>
<CAPTION>
                                                 December 31,
(thousands)                             2005        2004         2003
<S>                                <C>           <C>          <C>
Mortgage-backed                    $      85         121          180
States and political subdivisions      2,523       3,818        9,494

   Totals                          $   2,608       3,939        9,674
</TABLE>
<PAGE>   19

   B.  SECURITIES--MATURITY/YIELD SCHEDULE
<TABLE>
<CAPTION>
                                          As of December 31, 2005
                                       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                 $    2,000        1,966        3.00
   1 through 5 years                 33,826       33,217        4.36
   6 through 10 years                20,003       19,542        4.36
   Over 10 years                     74,041       73,053        5.07
     Total                          129,870      127,778        4.75
States and political
  subdivisions:
   Within 1 year                      1,885        1,893        6.17
   1 through 5 years                  6,444        6,509        6.13
   6 through 10 years                 2,303        2,227        5.44
   Over 10 years                      3,528        3,631        7.09
     Total                           14,160       14,260        6.27
Other securities:
   Within 1 year                     10,034       10,089        6.00
   1 through 5 years                  7,257        7,272        5.26
     Total                           17,291       17,361        5.69

                                 $  161,321      159,399        4.98
</TABLE>
<PAGE>   20

   B.  SECURITIES--MATURITY/YIELD SCHEDULE
<TABLE>
<CAPTION>
                                          As of December 31, 2005
                                       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             $       30           31        8.00
   Over 10 years                         55           55        4.75
     Total                               85           86        5.90
States and political
  subdivisions:
   Within 1 year                        990          997        6.94
   1 through 5 years                  1,533        1,543        6.15
     Total                            2,523        2,540        6.46

                                 $    2,608        2,626        6.44
</TABLE>
<PAGE>   21

GUIDE 3.  III LOANS

   A.  TYPES OF LOANS
<TABLE>
<CAPTION>
                                               December 31,
                                 2005              2004               2003
                                     % of              % of              % of
(thousands)                   Amount  Total     Amount  Total    Amount  Total
<S>                       <C>        <C>      <C>      <C>     <C>      <C>
Commercial                $  104,160    9.0     91,909    8.3    87,826    8.8
Consumer                     192,844   16.6    176,042   16.0   159,722   16.0
Real estate - commercial     291,015   25.0    292,606   26.5   282,366   28.2
Real estate - construction   186,834   16.0    142,059   12.9    90,663    9.1
Real estate - mortgage       388,427   33.4    400,854   36.3   379,311   37.9
                          $1,163,280  100.0  1,103,470  100.0   999,888  100.0
</TABLE>

TYPES OF LOANS
<TABLE>
<CAPTION>
                                        December 31,
                                  2002               2001
                                      % of               % of
(thousands)                   Amount  Total     Amount   Total
<S>                      <C>         <C>      <C>       <C>
Commercial                $   76,665   11.1     75,705    11.7
Consumer                     133,304   19.3    130,072    20.1
Real estate - commercial     225,316   32.6    193,575    29.9
Real estate - construction    49,186    7.1     42,404     6.5
Real estate - mortgage       207,190   29.9    206,507    31.8
                          $  691,661  100.0    648,263   100.0
</TABLE>
<PAGE>   22

   B.  LOAN MATURITIES AND INTEREST SENSITIVITY
<TABLE>
<CAPTION>
                                           As of December 31, 2005
                                           One
                                Within     Through      Over
(thousands)                     One Year   Five Years   Five Years   Total
<S>                           <C>         <C>          <C>         <C>
Commercial:
   Fixed interest rates       $  16,912      24,405        3,706     45,023
   Floating interest rates       49,539       9,598            -     59,137
     Total                       66,451      34,003        3,706    104,160
Real estate-commercial:
   Fixed interest rates          13,123      34,980       21,701     69,804
   Floating interest rates       99,119     121,927          165    221,211
     Total                      112,242     156,907       21,866    291,015
Real estate-construction:
   Fixed interest rates          25,354      15,563        2,196     43,113
   Floating interest rates      127,305      16,288          128    143,721
     Total                      152,659      31,851        2,324    186,834

                              $ 331,352     222,761       27,896    582,009
</TABLE>
<PAGE>   23

   C.  NONPERFORMING ASSETS AND PAST DUE LOANS
<TABLE>
<CAPTION>
                                                 December 31,
(thousands)                        2005     2004     2003     2002     2001
<S>                            <C>        <C>      <C>      <C>      <C>
Nonaccrual loans                $ 5,414    3,534    3,142    2,914    2,815
Other real estate owned             765    1,269    1,872    1,001    1,420
Accruing loans past due
  90 days                           562      747      437      596    1,031

    Total nonperforming assets  $ 6,741    5,550    5,451    4,511    5,266
</TABLE>

PRO FORMA/RECORDED INTEREST ON NONACCRUAL LOANS
<TABLE>
<CAPTION>
(thousands)                        2005     2004     2003     2002     2001
<S>                             <C>       <C>      <C>      <C>      <C>
Pro forma interest-nonaccrual
  loans                         $   379      241      224      225      248

Recorded interest-nonaccrual
  loans                         $     -        -        -        -       64
</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

GUIDE 3.  IV.  SUMMARY OF LOAN LOSS EXPERIENCE

   A.  ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
                                 (thousands)
                                    2005       2004     2003     2002     2001
<S>                          <C>         <C>        <C>      <C>      <C>
AVERAGE LOANS OUTSTANDING     $1,132,817  1,057,485  826,969  666,213  458,756

ALLOWANCE FOR LOAN LOSSES
Balance, beginning of period  $   13,165     12,002    9,466    8,827    5,670
Provision for loan losses          2,564      3,046    2,158    1,369    1,637
Reserve acquired through merger        -          -    1,382        -    2,956
Additional reserve for branch
  loans purchased                      -          -        -        -      188
                                  15,729     15,048   13,006   10,196   10,451
Loans charged off:
   Commercial                        193        770      358      299      980
   Consumer                        1,036      1,332      997    1,034      950
   Real estate - commercial            -         46       35       60        -
   Real estate - construction          9          9        -        -        -
   Real estate - mortgage            442        209       50      278       59
       Total loans charged off     1,680      2,366    1,440    1,671    1,989
Recovery of loans previously
  charged off:
   Commercial                        119        185      165      117      111
   Consumer                          178        265      212      402      249
   Real estate - commercial           55          -        -      383        -
   Real estate - construction          -          -        -        -        -
   Real estate - mortgage             11         33       59       39        5
       Total recoveries              363        483      436      941      365

Net loans charged off              1,317      1,883    1,004      730    1,624
Balance, end of period        $   14,412     13,165   12,002    9,466    8,827

Net charge-offs to average
  loans outstanding                 0.12%      0.18     0.12     0.11     0.35
</TABLE>
<PAGE>   25

   B.  ALLOCATION OF ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
                                 (thousands)
                                               December 31,
                                 2005              2004               2003
                                     % of              % of              % of
                              Amount  Total     Amount  Total    Amount  Total
<S>                        <C>        <C>      <C>      <C>     <C>      <C>
Commercial                 $   3,706   25.7      3,106   23.6     2,993   24.9
Consumer                       2,753   19.1      2,562   19.5     2,420   20.2
Real estate - commercial       3,680   25.5      2,815   21.3     3,003   25.0
Real estate - construction     1,532   10.6        778    5.9       705    5.9
Real estate - mortgage         2,403   16.7      2,142   16.3     1,803   15.0
Unassigned portion
  of allowance                   338    2.4      1,762   13.4     1,078    9.0
                           $  14,412  100.0     13,165  100.0    12,002  100.0
</TABLE>
<TABLE>
<CAPTION>
                                        December 31,
                                  2002               2001
                                      % of               % of
                             Amount  Total     Amount   Total
<S>                      <C>        <C>       <C>      <C>
Commercial                $   2,642   27.9      2,794    31.6
Consumer                      2,179   23.0      1,894    21.5
Real estate - commercial      2,117   22.3      2,178    24.7
Real estate - construction      649    6.9        534     6.0
Real estate - mortgage        1,314   13.9      1,016    11.5
Unassigned portion
  of allowance                  565    6.0        411     4.7
                          $   9,466  100.0      8,827   100.0
</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, 2005 is adequate to cover potential
loan losses inherent in the loan portfolio.

GUIDE 3.  V.  DEPOSITS

   A.  DEPOSIT MATURITIES
<TABLE>
<CAPTION>
                                   As of December 31, 2005
                                        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     $     9,466      11,939      33,467     110,800     165,672
All other deposits     269,785      70,295     154,837     556,417   1,051,334
   Total deposits  $   279,251      82,234     188,304     667,217   1,217,006
</TABLE>
<PAGE>   26

GUIDE 3.  VI.  RETURN ON EQUITY AND ASSETS

Refer to FNB's 2005 Annual Report to Shareholders 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, which is incorporated by reference into this Form 10-K.


INTEREST SENSITIVITY ANALYSIS
<TABLE>
<CAPTION>
                                           As of December 31, 2005
                                          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)              $ 434,756  278,593   405,794     38,723  1,157,866
Securities:
 Available-for-sale,
   at fair value                2,018   15,074    51,874     90,433    159,399
 Held-to-maturity,
   at amortized cost              250      792     1,563          3      2,608
Other interest-earning
   assets                       8,489   12,474         -      9,333     30,296
     Total interest-
     earning assets         $ 445,513  306,933   459,231    138,492  1,350,169

INTEREST-BEARING LIABILITIES
Certificates of deposit
   and other time deposits
   of $100M and over        $   9,466   45,406   110,800          -    165,672
Time                           43,984  161,421   255,113         18    460,536
All other deposits            217,810   39,732   173,405          -    430,947
Federal funds purchased
   and securities sold
   under agreements to
   repurchase                   6,814        -         -          -      6,814
Other borrowed funds           41,957    6,177    42,698          2     90,834
     Total interest-
     bearing
     liabilities            $ 320,031  252,736   582,016         20  1,154,803
Interest sensitivity
   gap per period           $ 125,482   54,197  (122,785)   138,472    195,366
Cumulative interest
   sensitivity gap            125,482  179,679    56,894    195,366          -
</TABLE>
<PAGE>   27

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 and Salem, 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>   28

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
<PAGE>   29

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
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, or may 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.

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 17 branches, two operation centers
and one loan production office, and leases nine branches and one loan
production office.

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 of the Notes to Consolidated Financial Statements included
in the Annual Report to Shareholders for the year ended December 31, 2005
incorporated herein by reference to Exhibit 13 to this report.

Item 3.  Legal Proceedings

From time to time, FNB is a party to lawsuits arising in the normal course
of business in which claims for money damages are asserted.  Management, after
consulting with legal counsel handling the respective matters, is of the
opinion that the ultimate outcome of any such pending actions, whether or not
adverse to FNB, will not have a material effect upon FNB's financial condition
or that of its subsidiaries.

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 2005.
<PAGE>   30

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 1,788 shareholders of record as of December 31, 2005,
holding 7,312,868 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
1000 largest companies).  FNB's stock trades on the Nasdaq Capital Market?
under the symbol FNBP.

The recent market prices and other related shareholder data is incorporated by
reference into this Form 10-K from the section entitled, "Market Price and
Dividend Data," under Management's Discussion and Analysis of Financial
Condition and Results of Operations in FNB's 2005 Annual Report to
Shareholders which is filed as Exhibit 13 to this Annual Report on Form 10-K.
At March 9, 2006, the closing price was $33.16.

During 2005 and 2004, 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 in FNB's Annual Report to
Shareholders, which is filed as Exhibit 13 to this Form 10-K and is
incorporated herein by reference.

Item 6. Selected Financial Data

Selected financial data is presented in FNB's 2005 Annual Report to
Shareholders, which is filed as Exhibit 13 to this Form 10-K, under the
caption "Selected Consolidated Financial Information," and is incorporated
herein by reference.

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

Management's Discussion and Analysis of Financial Condition and Results of
Operations is included in the section under the same heading in FNB's 2005
Annual Report to Shareholders, which is filed as Exhibit 13 to this 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 of the 2005
Annual Report to Shareholders entitled Management's Discussion and Analysis
of Financial Condition and Results of Operations under "Market Risks Related
to Financial Instruments," which is filed as Exhibit 13 to this Form 10-K and
is incorporated herein by reference.
<PAGE>   31

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 2005 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, 2005 and 2004
           Consolidated Statements of Income and Comprehensive Income - Years
                  ended December 31, 2005, 2004,and 2003
           Consolidated Statements of Cash Flows - Years ended December 31,
                  2005, 2004, and 2003
           Consolidated Statements of Changes in Stockholders' Equity - Years
                  ended December 31, 2005, 2004, and 2003
           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>   32

(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, 2005 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, 2005, FNB's
internal control over financial reporting is effective.

Our management's assessment of the effectiveness of our internal control over
financial reporting as of December 31, 2005 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>   33

         REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
                INTERNAL CONTROL OVER FINANCIAL REPORTING


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


The Board of Directors and
Stockholders of
FNB Corporation
Christiansburg, Virginia

We have audited management's assessment, included in the accompanying Report
of Management, that FNB Corporation and Subsidiaries maintained effective
internal control over financial reporting as of December 31, 2005, based on
criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).  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 FNB Corporation'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 board of 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.
<PAGE>   34

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, 2005,
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, 2005, based on criteria
established in Internal Control-Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO).

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 Subsidiaries as of December 31, 2005 and 2004, 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, 2005 of FNB Corporation and Subsidiaries and our report
dated February 21, 2006 expressed an unqualified opinion on those statements.


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

Christiansburg, Virginia
February 21, 2006


        Providing Professional Business Advisory & Consulting Services

100 Arbor Drive, Suite 108   Christiansburg, VA 24073   540-381-9333
Fax:  540-381-8319   www.BEcpas.com
<PAGE>   35

Item 9B Other Information

None.

PART III

Item 10.  Directors and Executive Officers of the Registrant

Information on directors is incorporated by reference to FNB's Proxy
Statement for the 2006 Annual Meeting of Shareholders under the heading
"Proposal No. 1:  Election of Directors."

Information on executive officers is incorporated by reference
to FNB's Proxy Statement for the 2006 Annual Meeting of Shareholders under
the heading "Executive Officers of the Corporation."

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.  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 is incorporated by reference to FNB's Proxy Statement for the
2006 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 2006 Annual Meeting of Shareholders under the heading
"Section 16(a) Beneficial Ownership Reporting Compliance."

Item 11.  Executive Compensation

Information on executive compensation, the compensation committee members and
the compensation committee's report on executive compensation is incorporated
by reference to FNB's Proxy Statement for the 2006 Annual Meeting of
Shareholders under the heading "Executive Compensation."

Information on compensation of directors is incorporated by reference to FNB's
Proxy Statement for the 2006 Annual Meeting of Shareholders under the heading
"Compensation of Non-Employee Directors."

FNB's performance graph is incorporated by reference to FNB's Proxy Statement
for the 2006 Annual Meeting of Shareholders under the heading "Performance
Graph."

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,
2006.

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 2006 Annual Meeting of Shareholders
<PAGE>   36

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, 2005 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)        237,366              $19.791            39,489

Equity compensation
plans not approved
by security holders              -                    -                 -

Total                      237,366              $19.791            39,489


(1)   Consists solely of the FNB 2000 Incentive Stock Plan which was
approved by shareholders in 2000 and makes up to 424,000 shares of common
stock available for awards to key employees and non-employee directors
of FNB in the form of stock options, stock appreciation rights 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, 2005
incorporated as Exhibit 13.

Item 13.  Certain Relationships and Related Transactions

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
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.
<PAGE>   37

Information on transactions with management is incorporated by reference to
FNB's Proxy Statement for the 2006 Annual Meeting of Shareholders under the
heading "Interest of Directors and Executive Officers in Certain
Transactions."

Item 14.  Principal Accountant Fees and Services

Information related to audit fees, pre-approval policies and procedures for
audit and permitted non-audit services is incorporated by reference to FNB's
Proxy Statement for the 2006 Annual Meeting of Shareholders under the heading
"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 2005 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, 2005 and 2004
          Consolidated Statements of Income and Comprehensive Income --
                Years Ended December 31, 2005, 2004, and 2003
          Consolidated Statements of Cash Flows --
                Years Ended December 31, 2005, 2004, and 2003
          Consolidated Statements of Changes in Stockholders' Equity --
                Years Ended December 31, 2005, 2004, and 2003
          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>   38

                              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 10, 2006


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

                                   Date: March 10, 2006
<PAGE>   39

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 10, 2006
    Kendall O. Clay

  s/Hugh H. Bond                 Director                       March 10, 2006
    Hugh H. Bond

  s/Glen C. Combs                Director                       March 10, 2006
    Glen C. Combs

  s/Douglas Covington            Director                       March 10, 2006
    Douglas Covington

  s/Beverley E. Dalton           Director                       March 10, 2006
    Beverley E. Dalton

  s/Daniel D. Hamrick            Director                       March 10, 2006
    Daniel D. Hamrick

  s/William P. Heath, Jr.        President, Chief               March 10, 2006
    William P. Heath, Jr.         Executive Officer &
                                  Director

  s/F. Courtney Hoge             Director                       March 10, 2006
    F. Courtney Hoge

  s/Steven D. Irvin              Director                       March 10, 2006
    Steven D. Irvin

  s/Harold K. Neal               Director                       March 10, 2006
    Harold K. Neal

  s/Raymond D. Smoot, Jr.        Director                       March 10, 2006
    Raymond D. Smoot, Jr.

  s/Charles W. Steger            Director                       March 10, 2006
    Charles W. Steger

  s/Jon T. Wyatt                 Director                       March 10, 2006
    Jon T. Wyatt

  s/Daniel A. Becker             Executive Vice President       March 10, 2006
    Daniel A. Becker              & Chief Financial
                                  Officer
<PAGE>   40

                                  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.

            Material Contracts

(10)A*      FNB Corporation 2000 Incentive Stock Plan, incorporated by
            reference to Appendix to Proxy Statement on Schedule 14A filed
            April 3, 2000.

(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 Annual Compensation.
<PAGE>   41

(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, adopted February 23, 2006, incorporated
            by reference to Exhibit (10)L to Form 8-K filed March 1, 2006.

(13)        2005 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>   42