Exhibit (10)F

                            EMPLOYMENT AGREEMENT
              Amending Employment Agreement Dated June 2, 2003


     THIS EMPLOYMENT AGREEMENT (the "Agreement"), amending the employment
agreement dated June 2, 2003, is entered into this 16th day of December 2004,
by and between FNB CORPORATION (hereinafter referred to as "FNB"), a bank
holding company, with its principal office located at 105 Arbor Drive,
Christiansburg, Virginia, organized and existing under the laws of the
Commonwealth of Virginia, which owns all of the outstanding stock of First
National Bank, FNB Southwest, N.A., Salem Bank & Trust, N.A., and Bedford
Federal Savings Bank, N.A., and WILLIAM P. HEATH, Jr., residing at 1485
Turnberry Lane, Riner, Virginia, 24149 (hereinafter referred to as "Heath").

                                 WITNESSETH:

     WHEREAS, FNB desires to continue the services of Heath as its President
and Chief Executive Officer and Heath desires to render such services;

     NOW THEREFORE, in consideration of the representations, warranties and
mutual covenants set forth herein, the parties agree as follows:

     1.    Employment.  FNB hereby retains Heath as its President and Chief
     Executive Officer and Heath hereby accepts such employment, all upon and
     subject to the terms and conditions hereinafter set forth.

     2.    Term.  The term of employment under this Agreement shall commence
     as of the date of this Agreement and shall continue in full force and
     effect until December 31, 2005 (the initial "Employment Term"), and
     thereafter Heath's employment will be automatically renewed for
     additional one (1) year Employment Terms, unless (i) Heath or FNB, by
     written notice to the other party no later than ninety (90) days prior
     to the expiration of an Employment Term, elects not to renew this
     Agreement for the period following such Employment Term or (ii) this
     Agreement is terminated, during its original term or in any renewal
     period, pursuant to the provisions of Section 7, hereof.  The provisions
     of this Section 2 shall be read in a manner consistent with the
     provisions of Sections 7 and 8 of this Agreement.

     3.    Duties.

           (a)   Heath agrees that during the term of his employment
           hereunder he shall devote substantially his full business time,
           efforts, skill and abilities to the business of FNB in accordance
           with the reasonable directions and orders of the Board of
           Directors and will use his best efforts to promote the interests
           of FNB and its subsidiaries.  Heath, with the approval of the
           Executive Committee, may take reasonable amounts of time to (i)
           serve as director or in some other capacity for other
           organizations or entities which, in the opinion of the Executive
           Committee, would benefit FNB, (ii) manage his personal investments
           if his investment activities do not interfere with his duties
           under this Agreement, (iii) engage in charitable, educational,
           religious, civic and similar types of activities, (iv) accept
           occasional speaking engagements, attend business related seminars
           and similar activities, to the extent his attendance at such
           activities do not inhibit or interfere with the performance of his
           duties hereunder or inhibit or conflict with the business of FNB,
           and (v) take permitted leaves of absence, sick leave and permitted
           vacation periods as approved by the Executive Committee.  The
           Executive Committee shall have discretion to resolve any question
           that may arise as to whether any of the activities referenced in
           (i), (ii), (iii), (iv), and (v) of this Section benefit FNB, or
           interfere or conflict with, inhibit, or prohibit Heath's
           performance of his duties under this Agreement.

           (b)   Heath will render his services to FNB as its President and
           Chief Executive Officer and shall perform the duties and services
           incident, usual and customary to that position and such other
           duties consistent with such office as may be assigned to him from
           time to time by the Board of Directors or the Executive Committee.
           In addition, Heath may hold, with the approval of the Executive
           Committee, such other offices or positions in any FNB subsidiary
           to which, from time to time, he may be appointed or elected.
           Unless specifically authorized in writing by the Executive
           Committee, Heath shall not receive any other employment
           compensation, incentive pay or director's fees which have not been
           disclosed to and specifically approved by FNB's Executive
           Committee.

     4.    Compensation and Benefits.

           (a)   Salary.  In consideration of the services to be rendered by
           Heath hereunder, including, without limitation, any services
           rendered by him as an officer or director of FNB, or as an officer
           or Director of any FNB subsidiary or affiliate, FNB agrees to pay
           to Heath, and Heath agrees to accept as compensation, for each
           period of service during the initial Employment Term, an annual
           salary (the "Salary"), payable in monthly installments pursuant to
           FNB's normal payroll practices, in accordance with Schedule 4(a)
           attached hereto.  Heath's Salary shall be subject to all
           applicable withholding and other taxes.  The amount of Salary
           shall be subject to adjustment by FNB's Board of Directors as of
           the first day of each Employment Term following the initial
           Employment Term based upon a performance evaluation and salary
           recommendation by the Compensation Committee.  Any increase in
           Salary will be made only if the Compensation Committee determines
           that an increase is warranted and FNB's Board of Directors
           approves such recommendation.

           (b)   Incentive Compensation.  Heath shall be eligible to receive
           annual incentive compensation in accordance with performance goals
           and earnings targets established annually by the Executive
           Committee and approved by FNB's Board of Directors.  Heath's
           annual incentive compensation may be in the form of a cash bonus
           and/or stock options, stock grants, or such other forms of
           compensation as the Compensation Committee and FNB's Board of
           Directors deem appropriate.  Initial compensation for the initial
           period of this Agreement shall be in accordance Schedule 4(a)
           attached hereto.

           (c)   Benefits.  During the term of his employment hereunder,
           Heath shall be eligible to receive:

                 (i)   All FNB sponsored welfare, insurance and retirement
                 plan benefits generally available to other executive
                 employees of FNB, which shall include, but not be limited
                 to, BOLI benefits as may from time to time be allocated by
                 the Board of Directors or the Executive Committee.

                 (ii)   Vacation and sick leave in accordance with FNB's
                 policies from time to time in effect for officers and
                 executive employees of FNB.

                 (iii)   A complete annual physical examination at FNB's
                 expense by a local physician of Heath's choice.  Heath
                 agrees that a report of the results of the physical
                 examination will be provided to FNB's Executive Committee
                 upon the Executive Committee's request.

                 (iv)   Should Heath die prior to the termination of this
                 Agreement, FNB shall pay to Heath's spouse if she survives,
                 if not, then to his estate his base compensation for the
                 entire month in which his death occurs and shall pay to his
                 spouse if she survives, if not, then to his estate,
                 beginning with the month succeeding his death, an amount
                 equal to one-half of Heath's base compensation for a period
                 of twelve months.  In addition, if Heath's spouse is covered
                 by an Employer-sponsored health plan at the time of Heath's
                 death, FNB shall also pay, on behalf of Heath's spouse, the
                 premium costs associated with maintaining such spouse's
                 health care coverage for a period of 36 months after Heath's
                 death or until such spouse becomes covered by Medicare,
                 whichever is last to occur.  Except as modified by this
                 provision, all other compensation and benefits payable
                 hereunder shall cease by their terms.

                 (v)   Should Heath become disabled prior to the termination
                 of this Agreement, FNB shall pay Heath an amount equal to
                 one-half of his base compensation for the remaining term of
                 this Agreement and shall pay on Heath's behalf all premium
                 costs associated with maintaining health care coverage for
                 Heath and Heath's spouse until each of them reaches age 65
                 or qualifies for Medicaid, whichever is earlier.  These
                 payments shall be in addition to, and not in lieu of, any
                 expenses Heath may be otherwise entitled to under any group
                 or individual disability plan that provides long-term
                 disability benefits to Heath.  Except as modified by this
                 provision, all other compensation and benefits payable
                 hereunder shall cease by their terms.  For the purpose of
                 this paragraph, disability shall be defined as the inability
                 of Heath to perform the duties imposed upon him under the
                 terms and conditions of this contract.  The Board of
                 Directors shall have the sole authority to determine when or
                 if Heath has become disabled and unable to perform his
                 duties as set forth herein.

                 (vi)   It is expressly understood and agreed if Heath's
                 spouse still has health care coverage when she attains the
                 age of 65, as provided in the above paragraph, or if Heath's
                 employment is terminated for any reason and his spouse
                 elects to continue health care coverage, which is
                 customarily available to the spouse and dependents of
                 retired employees, she may do so at her expense.

           (d)   Changes in Compensation and Benefits.  Nothing in this
           Agreement shall prevent the Board of Directors from, at any time,
           increasing the compensation and fringe benefits to be paid to
           Heath in the event the Board, in its sole discretion, shall deem
           it advisable so to do in order to compensate Heath for his
           services.

     5.    Reimbursement of Expenses.

           (a)   Heath shall be reimbursed for reasonable and necessary
           expenses incurred by him in performing his employment hereunder,
           provided such expenses are adequately documented and submitted in
           accordance with FNB's policies.  The Executive Committee shall
           have discretion to resolve any question that may arise as to
           whether expenses are reasonable and necessary.  Such expenses
           shall include:

                 (i)   reasonable and necessary expenses directly incurred by
                 Heath for travel, transportation, accommodations, meals and
                 entertainment, including those incurred while in attendance
                 at industry conventions and meetings, in connection with the
                 performance by Heath of his duties for FNB, which shall
                 include reasonable and necessary expenses for travel,
                 lodging, and meals incurred by Heath's spouse when she
                 travels with Heath on FNB's business, to the extent
                 consistent with FNB's policy with respect to travel by
                 spouses of FNB's executives; and

                 (ii)   all other reasonable and necessary expenses directly
                 incurred by Heath for the promotion of the business of FNB,
                 including, but not limited to, home entertainment expenses.

           (b)   Expenses for meetings and conferences, excluding meetings
           sponsored by the Virginia Bankers Association, shall not exceed in
           the aggregate $15,000 annually, unless approved in advance by
           FNB's Executive Committee.

           (c)   Dues and other membership charges in professional and
           community associations, and civic clubs shall not exceed in the
           aggregate $12,000 annually.

     6.    Lease of Automobile.   FNB has provided (by way of a lease) an
     automobile for the exclusive use of Heath.  The leased automobile has a
     lease term of thirty-six (36) months.  At the end of such lease term,
     but only if this Agreement is still in effect, Heath will be provided
     with a new leased automobile (after relinquishing the other leased
     vehicle) of a comparable model.  The model of the vehicle is subject to
     approval by FNB's Executive Committee.  FNB shall pay all lease costs,
     insurance premiums and maintenance costs relating to the lease of such
     automobile(s), provided such expenses are adequately documented in
     accordance with FNB's policies.  The automobile shall be used by Heath
     primarily in connection with the performance by Heath of his duties
     under this Agreement and primarily for the benefit of FNB but may
     nevertheless be incidentally used by Heath for his personal purposes.
     When used for personal purposes, such as vacations or out of state
     personal trips, Heath shall be solely responsible for gas usage.

     7.    Termination of Employment.

           (a)   Termination for Cause.   FNB may at any time immediately
           terminate the employment of Heath hereunder for Cause.  If
           terminated for Cause, the date of the termination ("Termination
           Date"), unless otherwise stated, shall be the date on which the
           termination decision is made by the Board of Directors.  For
           purposes of this Agreement, "Cause" shall mean:

                 (i)   embezzlement or any other act or offense involving
                 misuse or misappropriation of money, property, or other
                 resources of FNB, its subsidiaries, or customers.

                 (ii)   the commission of fraud, conviction of a felony, any
                 act involving moral turpitude, dishonesty, habitual
                 drunkenness, use of illegal substances, or willful violation
                 of law.

                 (iii)   any act of disloyalty to FNB or its subsidiaries,
                 persistent negligence, and any act involving gross
                 negligence, breach of fiduciary duty, conflict of interest,
                 or misconduct in the performance of the duties or
                 obligations hereunder.

                 (iv)   the repeated failure, inability, or refusal to
                 perform the duties and responsibilities of President and
                 Chief Executive Officer or the specific directives of the
                 Board of Directors or the Executive Committee, the violation
                 of FNB's Code of Conduct or standards of behavior, or any
                 other personal conduct which in the sole judgment of FNB's
                 Board of Directors is likely to damage the reputation of
                 FNB, exposes FNB to liability, or renders Heath personally
                 unfit to serve as President and Chief Executive of the
                 Company.

                 (v)   the breach of any of the terms of Sections 9 or 10
                 hereof.

           If the employment of Heath is terminated pursuant to this Section
           7(a), FNB shall have no further obligations to Heath hereunder
           after the Termination Date other than the payment of accrued
           Salary and benefits under Section 4(a) and 4(c)(i)-(ii) hereof
           through the Termination Date.

           (b)   Discretionary Termination by FNB.   FNB may, at any time,
           and in its sole discretion, terminate the employment of Heath
           without cause for any or no reason by delivering to him a notice
           of termination ("Termination Notice").  Such termination shall be
           effective on the date of the Termination Notice; provided,
           however, that FNB shall be obligated to pay Heath earned and
           accrued but unpaid Salary and benefits through the date of the
           Termination Notice, and any Incentive Compensation earned and
           awarded but not yet received pursuant to Section 4(b) of this
           Agreement, and, in addition, severance compensation as set forth
           in Section 8(a) hereof.

           (c)   Voluntary Termination by Heath.   If at any time during the
           Employment Term Heath resigns from the employ of FNB, FNB shall be
           obligated to pay Heath earned and accrued but unpaid Salary and
           benefits through the date of his termination, but shall have no
           obligation to pay Heath any incentive compensation awarded but not
           yet received or any severance compensation.

     8.    Severance Compensation.

           (a)   Severance Payments.   In the event that Heath's employment
           hereunder is terminated by FNB pursuant to Section 7(b) hereof, or
           is not renewed by FNB pursuant to Section 2(i) of the Agreement,
           FNB shall pay to Heath severance compensation in the form of
           continued installment payments of his Salary for a period of not
           less than twelve (12) months.  In addition, the Association shall
           provide Heath with the opportunity for continuation of the medical
           benefits and insurance described in Section 4(c)(i) hereof, to
           which Heath is then entitled and participating, for the period of
           time set forth in the immediately preceding sentence, or in the
           case of medical benefits to the extent required by the
           Consolidated Omnibus Budget Reconciliation Act.  Heath shall not
           be entitled to receive any other compensation or benefits under
           this Agreement, except as specified in Section 7(b), after the
           termination of his employment and shall have no other claim
           against FNB by reason of the Agreement.

           (b)   Continuation of Other Benefits.   Notwithstanding any
           provision of this Agreement, in the event of Heath's termination
           of employment for any reason, he will be entitled, in addition to
           any other rights and benefits under this Agreement, to all
           benefits provided by law or accrued and vested under any plan of
           FNB applicable to him in accordance with its terms.  In addition
           thereto, Heath will be given retiree status, if necessary, to
           provide eligibility for group health care coverage for his spouse;
           however, if Heath is involuntarily terminated then such coverage
           shall be at no expense to the corporation.

     9.    Disclosure and Assignment of Discoveries.

           (a)   Heath shall (without any additional compensation) promptly
           disclose in writing to the Executive Committee all ideas,
           processes, devices and business concepts (hereinafter referred to
           collectively as "Discoveries"), whether or not patentable or
           copyrightable, which he, while employed by FNB conceives,
           develops, acquires or reduces to practice, whether alone or with
           others and whether during or after usual working hours, and which
           are related to FNB's business or interests, or arise out of or in
           connection with the duties performed by him hereunder; and Heath
           hereby transfers and assigns to FNB all rights, title and interest
           in and to such Discoveries.  Upon the request of FNB, Heath shall
           (without any additional compensation), from time to time during or
           after the expiration or termination of his employment, execute
           such further instruments and do all such other acts and things as
           may be deemed necessary or desirable by FNB to protect and/or
           enforce its rights in respect to such Discoveries.

           (b)   For purposes of this Section 9 and the following Section 10,
           the reference to FNB shall mean and include any and all
           subsidiaries, and affiliated corporations in existence from time
           to time.

    10.    Non-Disclosure of Confidential Information:  Non-Competition

           (a)   Heath represents that he has been informed that it is the
           policy of FNB to maintain as secret and confidential all
           information (1) relating to the products, processes and/or
           business concepts used by FNB, and (2) relating to the customers
           and employees of FNB ("Confidential Information"), and Heath
           further acknowledges that such Confidential Information is of
           great value to FNB and is the property of FNB.  The parties
           recognize that the services to be performed by Heath are special
           and unique, and that by reason of his employment by FNB, he will
           acquire Confidential Information as aforesaid.  The parties
           confirm that it is necessary to protect FNB's goodwill and,
           accordingly, Heath hereby agrees that he will not directly or
           indirectly (except where authorized by the Executive Committee for
           the benefit of FNB):

                 (i)   at any time during his employment hereunder or after
                 he ceases to be employed by FNB, divulge to any persons,
                 firms or corporations other than FNB (hereinafter referred
                 to collectively as "Third Parties"), or use, or cause to
                 authorize any third parties to use, any such Confidential
                 Information, or any other information regarded as
                 confidential and valuable by FNB which he knows or should
                 know is regarded as confidential and valuable by FNB
                 (whether or not any of the foregoing information is actually
                 novel or unique or is actually known to others); or

                 (ii)   at any time during his employment hereunder and for a
                 period of time equal to one (1) year after he ceases to be
                 employed by FNB, referred to herein as the "Restricted
                 Period", solicit or cause or authorize, directly or
                 indirectly, to be solicited for employment, for or on behalf
                 of himself or Third Parties, any persons who were at any
                 time within one (1) year prior to the cessation of his
                 employment hereunder, employees of FNB;

                 (iii)   at any time during his employment hereunder and
                 during the Restricted Period, employ or cause or authorize,
                 directly or indirectly, to be employed, for or on behalf of
                 himself or Third Parties, any such employees of FNB;

                 (iv)   at any time during his employment hereunder and
                 during the Restricted Period, unless agreed to by FNB in
                 writing, accept employment in FNB's trading area (defined
                 herein as all areas located within fifty (50) miles by
                 highway from an office then operated by FNB or one of its
                 subsidiaries) as an owner, director, officer, manager, or
                 agent in any business, firm, corporation, partnership, or
                 other entity which is engaged in banking activities that are
                 essentially the same as that of FNB.

                 (v)   at any time during his employment hereunder and during
                 the Restricted Period, solicit or cause or authorize,
                 directly or indirectly, to be solicited, for or on behalf of
                 himself or Third Parties, any business with respect to which
                 FNB is engaged, from Third Parties who were, at any time
                 within one (1) year prior to the cessation of his employment
                 hereunder, customers of FNB; or

                 (vi)   at any time during his employment hereunder and
                 during the Restricted Period, accept or cause or authorize,
                 directly or indirectly, to be accepted, for or on behalf of
                 himself or any Third Party, any such business from any
                 customers of FNB.

           (b)   Heath agrees that he will not, at any time, remove from
           FNB's premises any drawings, notebooks, data and other documents
           and materials relating to the business and procedures heretofore
           or hereafter acquired, developed and/or used by FNB without prior
           written consent of the Executive Committee, except as reasonably
           necessary to the discharge of his duties hereunder.

           (c)   Heath agrees that, upon the expiration of his employment by
           FNB for any reason, he shall forthwith deliver to FNB any and all
           order books, customer lists, logs, drawings, notebooks and other
           documents and materials, and all copies thereof, in his possession
           or under his control relating to any Confidential Information or
           any Discoveries or which is otherwise the property of FNB.

           (d)   Heath agrees that any breach, threatened breach, or alleged
           breach by him of any provision of Section 9 and this Section 10
           shall entitle FNB, in addition to any other legal remedies
           available to it, to apply to any court of competent jurisdiction
           to enjoin such breach, threatened breach, or alleged breach.  The
           parties understand and intend that each restriction agreed to by
           Heath hereinabove shall be construed as separable and divisible
           from every other restriction, and that the unenforceability, in
           whole or in part, of any other restriction, will not effect the
           enforceability of the remaining restrictions, and that one or more
           or all of such restrictions may be enforced in whole or in part as
           the circumstances warrant.  No waiver of any one breach of the
           restrictions contained in Section 9 and this Section 10 shall be
           deemed a waiver of any future breach.

           (e)   Heath hereby acknowledges that he is fully cognizant of the
           restrictions imposed upon him by Section 9 and this Section 10.

    11.    Conflicting Agreements.   Heath hereby represents and warrants to
           FNB that (1) neither the execution of this Agreement by him nor
           the performance by him of any of his obligations or duties
           hereunder will conflict with or violate or constitute a breach of
           the terms of any employment or other agreements to which he is a
           party or by which he is bound, and (2) he is not required to
           obtain the consent of any person, firm, corporation or other
           entity in order to enter into this Agreement or to perform any of
           his obligations or duties hereunder.

    12.    Life Insurance.   Heath agrees that FNB may apply for and purchase
           one or more life insurance policies on his life in such amount or
           amounts as FNB deems appropriate.  FNB shall be the sole
           beneficiary of such policies and Heath hereby acknowledges that
           FNB has an insurable interest in his life.  Heath agrees to
           cooperate with FNB in obtaining any insurance on his life or any
           disability insurance applicable to him which FNB may desire to
           obtain for its own benefit and shall undergo such physical and
           other examinations, and shall execute any consents or
           applications, which FNB may request in connection with the
           issuance or one or more of such insurance policies.

    13.    Change in Control.

           (a)   Definition of Change in Control.
           For purposes of this Agreement, a "change in control" of FNB shall
           have occurred at such time as (i) the closing of a corporate
           reorganization in which FNB becomes a subsidiary of a holding
           company, or is merged into another entity, the majority of the
           common stock of which is owned, in aggregate, by persons who did
           not own the majority of the common stock of FNB Corporation (or
           its successor) immediately prior to the reorganization; or (ii)
           individuals who constitute the Board of Directors of FNB
           Corporation on the date hereof (the "Incumbent Board") cease for
           any reason to constitute at least a majority thereof; provided
           that any person becoming a director subsequent to the date hereof
           whose nomination for election was approved by a vote of at least
           three quarters (3/4) of the directors comprising the Incumbent
           Board shall be considered as though such person were a member of
           the Incumbent Board for purposes of this subsection.  For purposes
           of this Section 13, the term "person" shall include any
           individual, corporation, partnership, group, association or other
           "person", as such term is used in section 14(d) of the Exchange
           Act, other than FNB, any entity in which FNB owns a majority of
           the voting interest, or any employee benefit plan(s) sponsored by
           FNB.

           (b)   Termination Following Change in Control.
           FNB recognizes that a change in control as defined in Section
           13(a) may directly affect the direction and philosophy of FNB.  A
           change in control may also affect Heath's responsibilities and
           position with FNB.  Should a change in control occur that results
           in Heath being replaced as President and Chief Executive Officer
           of FNB, Heath, upon his involuntary termination or if he elects to
           terminate his employment within thirty (30) days of the change in
           control, shall be entitled to receive in a lump sum within the
           aforesaid thirty (30) days of such termination compensation of two
           times the base salary he is receiving at the time of termination
           of employment.  To be eligible for the foregoing benefit Heath
           agrees to remain and serve as President and CEO for period of
           thirty (30) days following the day upon which the change of
           control occurs if requested to do so by the surviving Board of
           Directors.

           (c)   It is expressly understood and agreed that all payments and
           benefits provided to Heath which are parachute payments for
           federal income tax purposes will be limited so that there are no
           excess parachute payments subject to excise tax imposed on Heath
           or loss of deductibilities for FNB and its affiliates.

           (d)   Any termination of Heath, whether involuntary or voluntary,
           following a change in control shall be communicated by written
           notice of termination ("Notice of Termination") to the other party
           hereto.  Such Notice of Termination shall specify the date as of
           which employment shall terminate ("Date of Termination"), which
           Date of Termination shall not be more than sixty (60) days from
           the date of the Notice of Termination.

    14.    Notices.   All notices, requests, demands or other communications
           hereunder shall be deemed to have been given if delivered in
           writing personally or by certified mail to each party at the
           address set forth below, or at such other address as each party
           may designate in writing to the other:

                        If to FNB:

                        Executive Committee
                        FNB Corporation
                        105 Arbor Drive
                        Christiansburg, VA  24068-0600

                        If to Heath:

                        William P. Heath, Jr.
                        1485 Turnberry Lane
                        Riner, VA  24149

    15.    Entire Agreement.   This Agreement contains the entire
           understanding of the parties with respect to the subject matter
           hereof, supersedes all prior agreements between the parties, and
           may not be changed or terminated orally.  No change, termination,
           or attempted waiver of any of the provisions hereof or thereof
           shall be binding unless in writing and signed by the party against
           whom the same is sought to be enforced.

    16.    Severability.   In the event that any one or more of the
           provisions of this Agreement shall be declared to be illegal or
           unenforceable under any law, rule or regulation of any government
           having jurisdiction over the parties hereto, such illegality or
           unenforceability shall not affect the validity and enforceability
           of the other provisions of this Agreement.

    17.    Counterparts.   This Agreement may be executed in one or more
           counterparts, each of which shall be deemed an original, but all
           of which together shall constitute one and the same instrument.

    18.    Governing Law.   All matters concerning the validity and
           interpretation of and performance under this Agreement shall be
           governed by the laws of the Commonwealth of Virginia.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement of this
16th day of December 2004.

                                   FNB CORPORATION


                                   By:     /s/Kendall O. Clay
                                   Name:   Kendall O. Clay
                                   Title:  Chairman of the Board of Directors

                                   By:     /s/William P. Heath, Jr.
                                   Name:   William P. Heath, Jr.
                                   Title:  President and CEO

                                Schedule 4(a)
                         FNB CEO COMPENSATION - 2005

FORMULA:

            Base Salary             $248,000

Bonus Compensation

            Base Pool               $ 60,000


                         Target Performance Criteria

                  Bonus Criteria                     Pool Allocation

1.  ROE           Budgeted                               $ 9,000
2.  ROA           Budgeted                               $ 9,000
3.  Earnings      Budgeted                               $ 4,500
4.  Assets        8% Growth                              $ 4,500
5.  CAMELS        1                                      $ 9,000
6.  Subjective    Comp Committee Recommendation          $24,000

      1.  ROE measured on a cash basis.
      2.  ROA measured on a cash basis.
      3.  Budgeted earnings approved by the Corporate Board of Directors.
      4.  Excluding acquisitions and mergers.
      5.  Bonus payable for each institution receiving CAMELS 1 rating.
      6.  Compensation Committee recommendation could range for 0 - $24,000.
          Criteria would include, but not be limited to, CEO accomplishments
          in management development, community relations, stockholder
          relations, regulatory relations, and industry relations.


Total potential compensation, assuming one CAMELS 1 rating and maximum
allowance by Compensation Committee:                    $308,000



                                   KOC   ________      WPH, Jr.   ________