FIRST AMENDMENT TO CONSULTING AND NONCOMPETITION AGREEMENT THIS FIRST AMENDMENT to Consulting and Noncompetition Agreement dated December 23, 1999 is by and between FNB Corporation, a Virginia corporation and bank holding company (the "Corporation")...

                     FIRST AMENDMENT TO CONSULTING AND
                         NONCOMPETITION AGREEMENT

THIS FIRST AMENDMENT to Consulting and Noncompetition Agreement dated December
23, 1999 is by and between FNB Corporation, a Virginia corporation and bank
holding company (the "Corporation") which owns all of the outstanding stock
of First National Bank, a national banking association headquartered in
Christiansburg, Virginia (the "Bank") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, who resides at
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Consultant").

                          W I T N E S S E T H:

WHEREAS, the Consultant and the Corporation did execute a Consulting and
Noncompetition Agreement dated January 15, 1999 (the "Agreement");

WHEREAS, the Corporation has been advised by its accounting firm that the
effect of the Put Option provided in Paragraph 12 of the Agreement will cause
all of the shares owned by the Consultant and subject to the Put Option to be
reclassified as a liability of the Corporation as opposed to stockholder's
equity of the Corporation;

WHEREAS, the Corporation and the Consultant mutually desire to avoid the
reclassification of the Consultant's shares in the Corporation.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the Corporation and the Consultant agree to amend the Agreement
as follows:

  1.	Put Option.  Paragraph 12 of the Agreement is deleted and replaced in
     its entirety as follows:

     In the event the Consultant desires to list for sale at any time
     more than 1000 shares of the Corporation's stock, the Consultant
     shall offer (the "notice") the Corporation the opportunity to
     repurchase such shares (the "right of first refusal") at a
     mutually agreed upon price.  The mutually agreed upon price shall
     equal or exceed the price per share reported by the NASDAQ
     national market exchange for the last trade in the Corporation's
     stock on a trading day prior to the Consultant's notice to the
     Corporation of the right of first refusal.   Upon notice by the
     Consultant, the Corporation shall have five (5) days to exercise
     its right of first refusal or the right shall lapse. Should the
     Corporation announce a merger, sale or acquisition of the
     Corporation (the "Merger Announcement") within 365 days after the
     Corporation's exercise of the right of first refusal on any of the
     Consultant's shares of the Corporation, the Consultant shall be
     entitled to additional compensation for all shares repurchased by


     the Corporation within the 365-day period before the Merger
     Announcement.  This additional compensation shall equal the
     difference between the per share sales price of the Corporation's
     stock at the end of trading on the first trading day after the
     Merger Announcement and per share sales price on the date of each
     exercise of the right of first refusal times the number of shares
     repurchased on each such exercise date.  The shares subject to the
     right of first refusal shall include all shares owned by the
     Consultant, whether directly, indirectly or through beneficial
     ownership.

  2.	Full Force and Effect.  Except as herein amended, the Agreement shall
     remain in full force and effect.

WITNESS the following signatures and seals:

                                      FNB Corporation




                                                                   (SEAL)
                                      J. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇., President/CEO





                                                                  (SEAL)
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