EXHIBIT 24


                           CONFIRMING STATEMENT

This  Statement  confirms  that the  undersigned,  Larry E. Brooks,  has
authorized and designated Jerry A. Little and Toni England, and each of them, to
execute and file on the undersigned's behalf all Forms 3, 4 and 5 (including any
amendments  thereto) that the  undersigned may be required to file with the U.S.
Securities and Exchange Commission as a result of the undersigned's ownership of
or  transactions in securities of FNB Corp.  (the  "Company").  The authority of
each of Jerry A. Little and Toni England  under this  Statement  shall  continue
until the undersigned is no longer required to file Forms 3, 4 and 5 with regard
to his/her  ownership of or  transactions  in securities of the Company,  unless
earlier revoked in writing.  The undersigned  acknowledges that neither Jerry A.
Little nor Toni England is assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.

Date:  December 22, 2005                         /s/ Larry E. Brooks
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                                                Larry E. Brooks