FNB FINANCIAL SERVICES CORP
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>2
<FILENAME>ex10-16.txt
<TEXT>

                                                                   Exhibit 10.16

                               SECOND AMENDMENT TO
                              EMPLOYMENT AGREEMENT

      WHEREAS,  ERNEST  J.  SEWELL  ("Employee")  and  the  Board  of  Directors
(collectively, the "Board") of FNB FINANCIAL SERVICES CORPORATION ("FNB") and it
wholly-owned banking subsidiary,  FNB SOUTHEAST,  ("Bank") (FNB and the Bank are
collectively referred to herein as the "Company"),  desire to provide an orderly
and clear process for management succession; and

      WHEREAS,  the Board and Employee desire to begin such process immediately;
and

      WHEREAS,   the  Company   acknowledges   the  Employee's   leadership  and
substantial  contributions to the Company's  success and desires to benefit from
his knowledge and experience in management succession process.

      NOW, THEREFORE,  the parties hereby amend the Employment Agreement between
Employee  and the  Company,  dated as of May 18,  1995  ("Agreement")  and first
amended as of May 16, 2002 ("First Amendment"), as follows:

      1.    The parties affirm the provisions of the First Amendment,

      2.    The text of Section 3 of the  Agreement is deleted and the following
            text is inserted in lieu and stead thereof:

            Effective as of July 1, 2004,  the Employee shall serve as President
            and Chief Executive  Officer of FNB Financial  Services  Corporation
            ("FNB") and Chief Executive  Officer of FNB Southeast  ("Bank").  In
            his role as  President  and  Chief  Executive  Officer  of FNB,  the
            Employee's  duties and  responsibilities  shall be those  imposed by
            applicable  law, and in his role as Chief  Executive  Officer of the
            Bank,  his duties  and  responsibilities  shall be those  imposed by
            applicable law, and duties  commensurate with his office that may be
            from time to time assigned to the Employee by the Company's Board of
            Directors.

      3.    Except  as  specifically   amended  by  this  Second   Amendment  to
            Employment  Agreement,  the  Agreement,  as  amended  by  the  First
            Amendment, continues in full force and effect.

This Second  Amendment  To  Employment  Agreement  is entered into as of May 19,
2004.


/s/ ERNEST J. SEWELL
-----------------------------------------
Ernest J. Sewell


FNB FINANCIAL SERVICES CORPORATION


By:  /s/ BARRY Z. DODSON
   --------------------------------------
     Barry Z. Dodson
     Chairman of the Board of Directors


FNB SOUTHEAST


By:  /s/ BARRY Z. DODSON
   --------------------------------------
     Barry Z. Dodson
     Chairman of the Board of Directors


                                       22


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</DOCUMENT>
