FNB CORPORATION


                      RESTATEMENT OF BYLAWS
                     (Approved June 12, 1997)

                            ARTICLE I

Meetings of Shareholders

     Section 1.1.  Annual Meeting.  The regular annual meeting of the
shareholders for the election of Directors and the transaction of whatever
other business that may properly come before the meeting, shall be held at
such place as the Board may designate on the second Tuesday of May of each
year or at such other time as the Board designates.  Notice of such meeting
shall be mailed, postage prepaid, at least ten days but not more than sixty
days prior to the date thereof, addressed to each shareholder at his address
appearing on the books of the holding company.  If for any cause, an election
of Directors is not made on the said day, the Board of Directors shall order
the election to be held on some subsequent day, as soon thereafter as
practicable, according to the provision of law; and notice thereof shall be
given in the manner herein provided for the annual meeting.

     Section 1.2.  Special Meetings.  Except as otherwise specifically
provided by statute, special meetings of the shareholders may be called for
any purpose at any time by the Board of Directors, the Chairman of the Board
or the President.  Every such special meeting, unless otherwise provided by
law, shall be called by mailing, postage prepaid, not less than ten days nor
more than sixty days prior to the date fixed for such meeting, to each
shareholder at his address appearing on the books of the holding company, a
notice stating the purpose of the meeting.

     Section 1.3.  Nominations for Director.  Nominations for election to the
Board of Directors may be made by the Board of Directors or by any stockholder
of any outstanding class of capital stock of the holding company entitled to
vote for the election of Directors.  Nominations, other than those made by or
on behalf of the existing management of the bank, shall be made in writing and
shall be delivered or mailed to the President of the holding company, not less
than l4 days nor more than 50 days prior to any meeting of stockholders called
for the election of Directors; provided, however, if less than 21 days notice
of the meeting is given to shareholders, such nomination shall be mailed or
delivered to the President of the holding company not later than the close of
business on the seventh day following the day on which the notice of meeting
was mailed.  Such notification shall contain the following information to the
extent known to the notifying shareholder:  (a) the name and address of each
proposed nominee; (b) the principal occupation of each proposed nominee; (c)
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the total number of shares of capital stock of the holding company that will
be voted for each proposed nominee; (d) the name and address of the notifying
shareholder; and (e) the number of shares of capital stock of the holding
company owned by the notifying shareholder.  Nominations not made in
accordance herewith shall not be considered at the meeting.

     Section 1.4   Eligibility for Nomination to Board.    No person shall be
eligible for nomination (and subsequent election) for Director if they have
attained or will attain age seventy (70) during the calendar year when they
are proposed to be nominated for election of Directors.  In the event the
Corporation acquires voting control of more than one chartered bank, any
Director of this Corporation who shall serve as a director of such chartered
bank controlled by the Corporation shall not be eligible for renomination as a
director of this Corporation unless such director resigns as a director of the
chartered bank or serves as President of the chartered bank.

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

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

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

                            ARTICLE II
Directors

     Section 2.1.  Board of Directors.  The Board of Directors (hereinafter
referred to as the "Board"), shall have power to manage and administer the
business and affairs of the holding company.  Except as expressly limited by
law, all corporate powers of the holding company shall be vested in and may be
exercised by said Board.
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     Section 2.2.  Number.  The Board shall consist of not less than three
shareholders nor more than fifteen, the exact number to be fixed and
determined from time to time by resolution of a majority of the full Board or
by resolution of the shareholders at any meeting thereof.

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

     Section 2.4.  Organization Meeting.  The President or Executive Vice-
President, upon receiving the certificate of the judges, of the result of any
election, shall notify the directors-elect of their election and of the time
at which they are required to meet at the main office of the holding company
for the purpose of organizing the new Board and electing and appointing
officers of the holding company for the succeeding year.  Such meeting shall
be appointed to be held on the day of the election or as soon thereafter as
practicable, and, in any event, within thirty days thereof, and if, at the
time fixed for such meeting, there shall not be a quorum present, the
Directors present may adjourn the meeting, from time to time, until a quorum
is obtained.

     Section 2.5.  Regular Meetings.  The Regular Meetings of the Board of
Directors shall be held, without notice, on the second Thursday of each month
at 8:00 a.m. in the Board of Directors' room at First National Bank or at such
time, place and with such frequency as the Board may establish at a regular
meeting.  When any regular meeting of the Board falls upon a holiday, the
meeting shall be held on the next banking business day, unless the Board shall
designate some other day.

     Section 2.6.  Special Meetings.  Special Meetings of the Board of
Directors may be called by the President or Executive Vice President of the
holding company, or at the request of three (3) or more Directors.  Each
member of the Board of Directors shall be given notice stating the time and
place, by facsimile, letter, or in person, of each such special meeting.

     Section 2.7.  Quorum.  A majority of the Directors shall constitute a
quorum at any meeting, except when otherwise provided by law; but a less
number may adjourn any meeting, from time to time, and the meeting may be
held, as adjourned, without further notice.  If a quorum is present, the Board
may take action through the vote of a majority of directors who are in
attendance.

     Section 2.8.  Vacancies.  When any vacancy occurs among the Directors,
the remaining members of the Board, in accordance with the laws of the
Commonwealth of Virginia and the Articles of Incorporation of the Corporation,
may appoint a Director to fill such vacancy at any regular meeting of the
Board, or at a special meeting called for that purpose.  
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                           ARTICLE III

Committees of the Board

The Board of Directors has power over and is solely responsible for the
management, supervision and administration of the holding company.  The Board
of Directors may delegate its power, but not any of its responsibilities, to
such persons or committees as the Board may determine, including committees of
the Corporation's  wholly owned subsidiary, First National Bank.  The chief
executive officers of the Corporation shall serve as ex officio members of all
committees of the Board with voting rights; however, membership on the Audit
Committee shall not include voting rights.

The Board of Directors must formally ratify written policies authorized by
committees of the Board before such policies become effective.  Each committee
must have one or more member(s), who serve at the pleasure of the Board of
Directors.  Provisions of the articles and bylaws governing quorum and voting
requirements of the Board of Directors, apply to committees and their members
as well.  The creation of a committee and appointment of members to it must be
approved by the Board of Directors.

     Section 3.1.  Administrative Committee.  There may be an Administrative
Committee composed of not less than two outside directors.  The Board may
appoint new members or replace members whenever it so chooses.  The
Administrative Committee shall have authority to exercise, when the Board is
not in session, all other powers of the Board that may lawfully be delegated. 
The Administrative Committee shall keep minutes of its meetings, and such
minutes shall be submitted at the next regular meeting of the Board of
Directors at which a quorum is present, and any action taken by the Board with
respect thereto shall be entered in the minutes of the Board.

     Section 3.2.  Asset Liability Management Committee.  There may be an
Asset Liability Management Committee composed of not less than two outside
directors and any designated officers of the bank subsidiaries, directors and
designated officers being appointed by the Board annually or more often.  The
Asset Liability Management Committee shall have the authority thereto, and to
exercise, when the Board is not in session, all powers of the Board regarding
the oversight of the holding company's assets and liabilities that may be
lawfully delegated.  The Asset Liability Management Committee shall keep
minutes of its meetings, and such minutes shall be submitted at the next
regular meeting of the Board of Directors at which a quorum is present, and
any action taken by the Board with respect thereto shall be entered in the
minutes of the Board.

     Section 3.3.  Audit Committee.  There may be an Audit Committee composed
of not less than two outside directors, exclusive of any active officers of
the holding company or its bank subsidiaries, appointed by the Board annually
or more often.  The  duty of that committee shall be to examine at least once
during each calendar year and within l5 months of the last examination the
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affairs of the holding company or its affiliates or cause suitable
examinations to be made by auditors responsible only to the Board of Directors
and to report the result of such examination in writing to the Board at the
next regular meeting thereafter.  Such report shall state whether the holding
company or its affiliates is in a sound condition, and whether adequate
internal controls and procedures are being maintained and shall recommend to
the Board such changes in the manner of conducting the affairs of the holding
company as shall be deemed advisable.

     Section 3.4  Other Committees.  The Board of Directors may appoint, from
time to time, from its own members, compensation, special litigation and other
committees of one or more persons, for such purposes and with such powers as
the Board may determine.

     However, a committee may not:

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

                            ARTICLE IV

Officers and Employees

     Section 4.1.  Chairman of the Board.  The Board of Directors may appoint
one of its members to be Chairman of the Board to serve at the pleasure of the
Board.  He shall preside at all meetings of the Board of Directors.  The
Chairman of the Board shall supervise the carrying out of the policies adopted
or approved by the Board.  He shall also have and may exercise such further
powers and duties as from time to time may be conferred upon, or assigned to
him by the Board of Directors.  

     Section 4.2.  President.  The Board of Directors shall appoint a
President of the holding company.  The President shall have general executive
powers, and shall have and may exercise any and all other powers and duties
pertaining by law, regulation, or practice, to the office of President, or
imposed by these Bylaws.  He shall also have and may exercise such further
powers and duties as from time to time may be conferred upon, or assigned to
him by the Board of Directors.

     Section 4.3.  Executive Vice President.  The Board of Directors shall
appoint an Executive Vice President.  The Executive Vice President shall have
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such powers and duties as may be assigned to him by the Board of Directors. 
The Executive Vice President shall be designated by the Board of Directors, in
the absence of the President, to perform all the duties of the President.

     Section 4.4.  Secretary.  The Board of Directors shall appoint a
Secretary of the Board and of the holding company, and shall keep accurate
minutes of all meetings.  He shall give all notices required by these Bylaws. 
He shall be custodian of the corporate seal, records, documents and papers of
the holding company.  He shall provide for the keeping of proper records of
all transactions of the holding company.  He shall have and may exercise any
and all other powers and duties pertaining by law, regulation or practice,  or
imposed by these Bylaws.  He shall also perform such other duties as may be
assigned to him, from time to time, by the Board of Directors.

     Section 4.5.   Other Officers.  The Board of Directors may appoint one or
more Senior Vice Presidents, one or more Vice Presidents, one or more
Assistant Vice Presidents, one or more Assistant Secretaries, and such other
officers and Attorneys-in-fact as from time to time may appear to the Board of
Directors to be required or desirable to transact the business of the holding
company.  Such officers shall respectively exercise such powers and perform
such duties as pertain to their several offices, or as may be conferred upon,
or assigned to them by the Board of Directors, the Chairman of the Board, the
President or Executive Vice President.

     Section 4.6.  Tenure of Office.  Subject to any agreement to the
contrary, the President and Executive Vice President shall hold his office for
the current year for which the Board of which he shall be a member was
elected, unless he shall resign, become disqualified, or be removed, and any
vacancy occurring in the office of President and Executive Vice President
shall be filled promptly by the Board of Directors.

                            ARTICLE V


Stock and Stock Certificates

     Section 5.l.   Transfers.  Shares of stock shall be transferable on the
books of the holding company or such other party as designated by the Board of
Directors, and a transfer book shall be kept in which all transfers of stock
shall be recorded.  Every person becoming a shareholder by such transfer
shall, in proportion to his shares, succeed to all rights of the prior holder
of such shares.  The Board of Directors may impose conditions upon the
transfer of the stock reasonably calculated to simplify the work of the
holding company with respect to stock transfers, voting at shareholder's
meetings, and related matters and to protect against fraudulent transfers.
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     Section 5.2.  Stock Certificates.  Certificates of Stock shall bear the
signature of any holding company officer and attested by any other holding
company officer.  Each certificate shall recite on its face that the stock
represented thereby is transferable only upon the books of the holding company
and properly endorsed.

     Section 5.3.  Authorized Capital.  The amount of authorized capital stock
of this holding company shall be $25,000,000 divided into 5,000,000 shares of
common stock, the par value per share of $5, but the capital stock may be
increased or decreased from time to time, in accordance with the provisions of
the laws of the Commonwealth of Virginia.  No shares shall possess preemptive
rights.


                            ARTICLE VI

Corporate Seal

     The President, the Executive Vice President, the Secretary, the
Assistant Secretary or any other officer, shall have authority to affix the
corporate seal to any document requiring such seal, and to attest the same. 
Such seal shall be substantially in the following form:

     (              )
     ( Impression   )
     ( Of           )
     ( Seal         )
     (              )


                           ARTICLE VII

Miscellaneous Provisions

     Section 7.l.  Fiscal Year.  The fiscal year of the holding company shall
be the calendar year.

     Section 7.2.  Execution of Instruments.  All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations,
receipts, discharges, releases, satisfactions, settlements, petitions,
schedules, accounts, affidavits, bonds, undertakings, proxies and other
instruments or documents may be signed, executed, acknowledged, verified,
delivered or accepted on behalf of the bank by the President, the Executive
Vice President, any Vice President, the Secretary or Assistant Secretary or
any other holding company officer.  The provisions of this Section 7.2 are
supplementary to any other provision of these Bylaws.
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     Section 7.3.  Records.  The Articles of Incorporation, the Bylaws and the
proceedings of all meetings of the shareholders, the Board of Directors,
standing committees of the Board, shall be recorded in appropriate minute
books provided for the purpose.  The minutes of each meeting shall be signed
by the Secretary or other officer appointed to act as Secretary of the
meeting.  A shareholder shall be entitled to inspect the records of the
corporation provided (1) he has been a shareholder of record for at least six
months immediately preceding his demand or is the holder of record of at least
five percent of all outstanding shares and (2) he gives the holding company
written notice of his demand at least five business days before the
corporation wishes to inspect and copy, as permitted by Virginia law, from
time to time.


                           ARTICLE VIII

Bylaws

     Section 8.l.  Inspection.  A copy of the Bylaws, with all amendments
thereto, shall at all times be kept in a convenient place within the holding
company offices, and shall be open for inspection to all shareholders, during
banking hours only, and according to the procedures outlined in Section 7.3.

     Section 8.2.  Amendments.  The Bylaws may be amended, altered or
repealed, at any regular meeting of the Board of Directors, by a vote of a
majority of the whole number of the Directors.  The Bylaws may also be
amended, altered or replaced by shareholders either by unanimous action
without a meeting or by a majority vote of the outstanding shares at a duly
called meeting.