ex10-a.htm


    
      

      

    

     

    


    Exhibit
      10(A)

    


    FNB
      CORPORATION

    2000
      INCENTIVE STOCK PLAN

    


    ARTICLE
      1

    Establishment,
      Purpose, and Duration

    


    1.1           Establishment
      of the Plan.  FNB Corporation, a Virginia corporation (the
“Company”) hereby establishes an incentive compensation plan to be known as the
      “FNB Corporation 2000 Incentive Stock Plan”, as set forth in this
      document.  Unless otherwise defined herein, all capitalized terms
      shall have the meanings set forth in Section 2.1 herein.  The Plan
      permits the grant of Incentive Stock Options, Non-qualified Stock Options,
      Stock
      Appreciation Rights and Stock Awards.

    


    The
      Plan was adopted by the Board of
      Directors on, and shall become effective, as of February 15, 2000 (the
“Effective Date”), subject to the approval by vote of shareholders of the
      Company in accordance with applicable laws.  Awards may be granted
      prior to shareholder approval of the Plan, but each such Award shall be subject
      to the approval of the Plan by the shareholders.

    


    1.2           Purpose
      of the Plan.  The purpose of the Plan is to promote the success of
      the Company and its Subsidiaries by providing incentives to Key Employees that
      will promote the identification of their personal interest with the long-term
      financial success of the Company and with growth in shareholder
      value.  The Plan is designed to provide flexibility to the Company in
      its ability to motivate, attract, and retain the services of Key Employees
      upon
      whose judgment, interest, and special effort the successful conduct of its
      operation is largely dependent.  The Plan is also intended to promote
      a greater identity of interest between Non-Employee Directors and the Company’s
      shareholders by increasing the Non-Employee Director’s proprietary interest in
      the Company through receipt of Awards as additional compensation or in lieu
      of
      cash payments for a portion of each Non-Employee Director’s fees.

    


    1.3           Duration
      of the Plan.  The Plan shall commence on the Effective Date, as
      described in Section 1.1 herein, and shall remain in effect, subject to the
      right of the Board of Directors to terminate the Plan at any time pursuant
      to
      Article 12 herein, until February 14, 2010 (the “Term”), at which time it
      shall terminate except with respect to Awards made prior to, and outstanding
      on,
      that date which shall remain valid in accordance with their terms.

    


    ARTICLE
      2

    Definitions

    


    2.1           Definitions.  Except
      as otherwise defined in the Plan, the following terms shall have the meanings
      set forth below:

    


    (a)           “Agreement”
      means a written agreement implementing the grant of each Award signed by an
      authorized officer of the Company and by the Participant.

    


    (b)           “Automatic
      Grant Date” means the first business day after the first meeting of the Board of
      Directors of the Company following each annual meeting of stockholders of the
      Company during the Term.

     

    
      
         

      

      
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    (c)           “Award”
      means, individually or collectively, a grant under this Plan of Automatic
      Options, Automatic Stock Awards, Incentive Stock Options, Non-qualified Stock
      Options, Stock Appreciation Rights, Stock Awards, and Stock Payment
      Awards.  Automatic Options and Automatic Stock Awards are collectively
      referred to as “Automatic Awards.”

    


    (d)           “Award
      Date” or “Grant Date” means the date on which an Award is made by the Committee
      under this Plan.

    


    (e)           “Board”
      or “Board of Directors” means the Board of Directors of the Company, unless such
      term is used with respect to a Subsidiary (such as in determining Non-Employee
      Directors eligible for Automatic Awards), in which event it shall mean the
      present and any succeeding Board of Directors of that Subsidiary.

    


    (f)           “Change
      in Control” means the occurrence, after the Effective Date, of any of the
      following:

    


    (i)           the
      closing of a corporate reorganization in which First National Bank becomes
      a
      subsidiary of a holding company, 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 the Company immediately prior to the reorganization;

    


    (ii)           individuals
      who constitute the Board of the Company on the Effective Date (the “Incumbent
      Board”) cease for any reason to constitute at least a majority thereof; provided
      that any person becoming a director subsequent to the Effective Date 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
      hereof;

    


    (iii)           the
      closing of the merger of First National Bank with or into another person;
      or

    


    (iv)           the
      closing of the sale, conveyance or other transfer of substantially all of the
      assets of First National Bank to another person.

    


    For
      purposes hereof, 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 the Company, any entity in which
      the Company owns a majority of the voting interest, or any employee benefit
      plan(s) sponsored by the Company.

    


    (g)           “Code”
      means the Internal Revenue Code of 1986, as amended from time to
      time.

    


    (h)           “Committee”
      means the committee of the Board appointed to administer the Plan pursuant
      to
      Article 3 herein, all of the members of which shall be “non-employee directors”
as defined in Rule 16b-3, as amended, under the Exchange Act, or any similar
      or
      successor rule, and “outside directors” within the meaning of Section
      162(m)(4)(C)(i) of the Code, as amended. Unless otherwise determined by the
      Board of Directors, the Committee shall consist of all members of the Board
      of
      Directors of the Company who are both non-employee directors and outside
      directors (as hereinbefore defined).

     

    
      
         

      

      
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    (i)           “Company”
      means FNB Corporation, or any successor thereto as provided in Article 14
      herein.

    


    (j)           “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.

    


    (k)           “Fair
      Market Value” of a Share means (i) with respect to Awards other than Stock
      Payment Awards, the mean between the high and low sales price of the Stock
      on
      the relevant date if it is a trading date, or if not, on the most recent date
      on
      which the Stock was traded prior to such date, as reported by NASDAQ National
      Market System; or if, in the opinion of the Committee, this method is
      inapplicable or inappropriate for any reason, the fair market value as
      determined pursuant to a reasonable method adopted by the Committee in good
      faith for such purpose and (ii) with respect to Stock Payment Awards, the
      average closing sale price of the Stock based upon the closing sales price
      of
      the Stock, as reported by the NASDAQ National Market System, for all trading
      dates from the beginning of the relevant calendar quarter up through and
      including the Determination Date for that quarter (as defined in Section 9.3
      herein); or if, in the opinion of the Committee, this method is inapplicable
      or
      inappropriate for any reason, the fair market value as determined pursuant
      to a
      reasonable method adopted by the Committee in good faith for such
      purpose.

    


    (l)           “Incentive
      Stock Option” or “ISO” means an option to purchase Stock, granted under Article
      6 herein, which is designated as an incentive stock option and is intended
      to
      meet the requirements of Section 422 of the Code.

    


    (m)           “Key
      Employee” means an officer or other key employee of the Company or its
      Subsidiaries, who, in the opinion of the Committee, can contribute significantly
      to the growth and profitability of, or perform services of major importance
      to,
      the Company and its Subsidiaries.  “Key Employee” does not include
      Non-Employee Directors.

    


    (n)           “Non-Employee
      Director” means (i) with respect to Automatic Awards, an individual who is
      a member of the Board of the Company or a Subsidiary on the applicable Automatic
      Grant Date and who is not an employee of the Company or a Subsidiary and
      (ii) with respect to Stock Payment Awards, an individual who is a member of
      the Board of the Company or a Subsidiary at any time during the calendar year
      and who is not an employee of the Company or Subsidiary.

    


    (o)           “Non-qualified
      Stock Option” or “NQSO” means an option to purchase Stock, granted under Article
      6 or Article 9 herein, which is not intended to be an Incentive Stock
      Option.

    


    (p)           “Option”
      means an Incentive Stock Option or a Non-qualified Stock Option.

     

    
      
         

      

      
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    (q)           “Participant”
      means a Key Employee or Non-Employee Director who is granted or receives an
      Award under the Plan.

    


    (r)           “Performance
      Criteria” means one or more specified performance goals, which may be stated in
      terms of the value of the Common Stock, return on equity, earnings per share,
      total earnings, earnings growth, return on assets, or return on capital, with
      respect to awards of Restricted Stock pursuant to Article 8 herein.

    


    (s)           “Period
      of Restriction” means the period during which the transfer of Shares of
      Restricted Stock is restricted, pursuant to Article 8 herein.

    


    (t)           “Plan”
      means the FNB Corporation 2000 Incentive Stock Plan, as described herein and
      as
      hereafter from time to time amended.

    


    (u)           “Related
      Option” means an Option with respect to which a Stock Appreciation Right has
      been granted.

    


    (v)           “Restricted
      Stock” means a Stock Award which is subject to a Period of Restriction and/or
      satisfaction of Performance Criteria granted to a Participant pursuant to
      Article 8 herein.

    


    (w)           “Restrictions”
      means any applicable Period of Restriction and/or Performance Criteria with
      respect to Shares of Restricted Stock.

    


    (x)           “Stock”
      or “Shares” means the Common Stock of the Company.

    


    (y)           “Stock
      Appreciation Right” or “SAR” means an Award, designated as a stock appreciation
      right, granted to a Participant pursuant to Article 7 herein.

    


    (z)           “Stock
      Awards” means an award of Stock granted to a Participant pursuant to Article 8
      or Article 9 herein.

    


    (aa)           “Stock
      Payment Awards” means an award of Stock made to a Non-Employee Director in
      payment of director fees (retainer and meeting attendance fees) in accordance
      with the formula and other provisions established in Section 9.3
      herein.

    


    (bb)           “Subsidiary”
      shall mean a corporation at least 50% of the total combined voting power of
      all
      classes of stock of which is owned by the Company, either directly or through
      one or more of its Subsidiaries.

    


    ARTICLE
      3

    Administration

    


    3.1           The
      Committee.  The Plan shall be administered by the Committee which
      shall have all powers necessary or desirable for such
      administration.  The express grant in this Plan of any specific power
      to the Committee shall not be construed as limiting any power or authority
      of
      the Committee.  In addition to any other powers and subject to the
      provisions of the Plan, the Committee shall have the following specific
      powers:  (i) to determine the terms and conditions upon which the
      Awards may be made and exercised; (ii) to determine all terms and
      provisions of each Agreement, which need not be identical; (iii) to
      construe and interpret the Agreements and the Plan; (iv) to establish,
      amend, or waive rules or regulations for the Plan’s administration; (v) to
      accelerate the exercisability of any Award or the termination of any Period
      of
      Restriction; and (vi) to make all other determinations and take all other
      actions necessary or advisable for the administration of the Plan.

     

    
      
         

      

      
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    3.2           Delegation
      of Certain Duties.  The Committee may in its sole discretion
      delegate all or part of its duties and obligations to designated officer(s)
      to
      administer the Plan with respect to Awards to Key Employees who are not subject
      to Section 16 of the Exchange Act.

    


    3.3           Selection
      of Key Employees.  The Committee shall have the authority to grant
      Awards under the Plan, from time to time, to such Key Employees as may be
      selected by it.  Each Award shall be evidenced by an
      Agreement.

    


    3.4           Decisions
      Binding.  All determinations and decisions made by the Board or
      the Committee pursuant to the provisions of the Plan shall be final, conclusive,
      and binding.

    


    3.5           Requirements
      of Rule 16b-3 and Code Section 162(m).  Notwithstanding any other
      provision of the Plan, the Board or the Committee may impose such conditions
      on
      any Award, and amend the Plan in any such respects, as may be required to
      satisfy the requirements of Rule 16b-3, as amended (or any successor or similar
      rule), under the Exchange Act.

    


    Any
      provision of the Plan to the
      contrary notwithstanding, and except to the extent that the Committee determines
      otherwise:  (i) transactions by and with respect to officers and
      directors of the Company who are subject to Section 16(b) of the Exchange Act
      (hereafter, “Section 16 Persons”) shall comply with any applicable conditions of
      SEC Rule 16b-3; (ii) transactions with respect to persons whose
      remuneration is subject to the provisions of Section 162(m) of
      the  Code shall conform to the requirements of Section 162(m)(4)(C) of
      the Code; and (iii) every provision of the Plan shall be administered,
      interpreted, and construed to carry out the foregoing provisions of this
      sentence.

    


    Notwithstanding
      any provision of the
      Plan to the contrary, the Plan is intended to give the Committee the authority
      to grant Awards that qualify as performance-based compensation under Code
      Section 162(m)(4)(C) as well as Awards that do not so qualify.  Every
      provision of the Plan shall be administered, interpreted, and construed to
      carry
      out such intention, and any provision that cannot be so administered,
      interpreted, and construed shall to that extent be disregarded; and any
      provision of the Plan that would prevent an Award that the Committee intends
      to
      qualify as performance-based compensation under Code Section 162(m)(4)(C) from
      so qualifying shall be administered, interpreted, and construed to carry out
      such intention, and any provision that cannot be so administered, interpreted,
      and construed shall to that extent be disregarded.

    


    3.6           Indemnification.  In
      addition to such other rights of indemnification as they may have as directors
      or as members of the Committee, the members of the Committee or their delegates
      shall be indemnified by the Company against reasonable expenses, including
      attorneys’ fees, actually and reasonably incurred in connection with the defense
      of any action, suit, or proceeding, or in connection with any appeal therein,
      to
      which they or any of them may be a party by reason of any action taken or
      failure to act under or in connection with the Plan or any Award granted or
      made
      hereunder, and against all amounts reasonably paid by them in settlement thereof
      or paid by them in satisfaction of a judgment in any such action, suit, or
      proceeding, if such members acted in good faith and in a manner which they
      believed to be in, and not opposed to, the best interests of the Company and
      its
      Subsidiaries.

     

    
      
         

      

      
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    ARTICLE
      4

    Stock
      Subject to the Plan

    


    4.1           Number
      of Shares.  Subject to adjustment as provided in Section 4.3
      herein, the maximum aggregate number of Shares that may be issued pursuant
      to
      Awards made under the Plan shall not exceed 400,000.  No more than
      one-quarter of the aggregate number of such Shares shall be issued in connection
      with Stock Awards.  Except as provided in Section 4.2 herein, the
      issuance of Shares in connection with the exercise of, or as other payment
      for
      Awards, under the Plan shall reduce the number of Shares available for future
      Awards under the Plan.

    


    4.2           Lapsed
      Awards, Forfeited Shares and Delivery of Shares as Payment .  If
      any Award granted under this Plan (for which no material benefits of ownership
      have been received, including dividends) terminates, expires, or lapses for
      any
      reason other than by virtue of exercise of the Award, or if Shares issued
      pursuant to Awards (for which no material benefits of ownership have been
      received, including dividends) are forfeited, any Stock subject to such Award
      again shall be available for the grant of an Award under the Plan, subject
      to
      Section 7.2 herein.  Shares that are tendered, whether by physical
      delivery or by attestation, to the Company by a Participant as full or partial
      payment of the exercise price of any Award or in payment of any applicable
      withholding for federal, state, city, local or other taxes incurred in
      connection with the exercise of any Award shall become available for future
      grant or sale under the Plan; provided, however, that the total number of Shares
      so tendered from which ISOs may be granted shall not exceed
      400,000.

    


    4.3           Capital
      Adjustments.  The number and class of Shares subject to each
      outstanding Award and each Automatic Award and the Option Price (as defined
      in
      Section 6.3 herein) shall be proportionately, equitably, and appropriately
      adjusted in such manner as the Committee shall determine in order to retain
      the
      economic value or opportunity to reflect any stock dividend, stock split,
      recapitalization, merger, consolidation, reorganization, reclassification,
      combination, exchange of shares or similar event in which the number or class
      of
      Shares is changed without the receipt or payment of consideration by the
      Company. Where an Award being adjusted is an ISO or is subject to Section 409A
      of the Code, the adjustment shall also be effected so as to comply with Section
      424(a) of the Code and not to constitute a modification within the meaning
      of
      Section 424(h) or 409A, as applicable, of the Code.

    


    ARTICLE
      5

    Eligibility

    


    Persons
      eligible to participate in the
      Plan and receive Awards (other than Automatic Awards) include all employees
      of
      the Company and its Subsidiaries who, in the opinion of the Committee, are
      Key
      Employees.

    


    Non-Employee
      Directors shall receive
      Automatic Awards, and may elect to receive Stock Payment Awards, under the
      Plan
      pursuant to Article 9.

    


    ARTICLE
      6

    Stock
      Options to Key Employees

    


    6.1           Grant
      of Options.  Subject to the terms and provisions of the Plan,
      Options may be granted to Key Employees at any time and from time to time as
      shall be determined by the Committee.  The Committee shall have
      complete discretion in determining the number of Shares subject to Options
      granted to each Key Employee; provided, however, (i) no Key Employee may be
      granted Options in any calendar year for more than 40,000 shares of Common
      Stock
      and (ii) that the aggregate Fair Market Value (determined at the time the
      Award is made) of Shares with respect to which any Key Employee may first
      exercise ISOs granted under the Plan during any calendar year may not exceed
      $100,000 or such amount as shall be specified in Section 422 of the Code and
      rules and regulations thereunder.

     

    
      
         

      

      
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    6.2           Option
      Agreement.  Each Option grant shall be evidenced by an Agreement
      that shall specify the type of Option granted, the Option Price (as defined
      in
      Section 6.3 herein), the duration of the Option, the number of Shares to which
      the Option pertains, any conditions imposed upon the exercisability of Options
      in the event of retirement, death, disability, or other termination of
      employment, and such other provisions as the Committee shall
      determine.  The Agreement shall specify whether the Option is intended
      to be an Incentive Stock Option within the meaning of Section 422 of the Code,
      or Nonqualified Stock Option not intended to be within the provisions of Section
      422 of the Code.

    


    6.3           Option
      Price.  The exercise price per share of Stock covered by an Option
      (“Option Price”) shall be determined by the Committee subject to the following
      limitations.  The Option Price shall not be less than 100% of the Fair
      Market Value of such Stock on the Grant Date.  In addition, an ISO
      granted to an employee who, at the time of grant, owns (within the meaning
      of
      Section 425(d) of the Code) Stock possessing more than 10% of the total combined
      voting power of all classes of Stock of the Company, shall have an Option Price
      which is at least equal to 110% of the Fair Market Value of the
      Stock.

    


    6.4           Duration
      of Options.  Each Option shall expire at such time as the
      Committee shall determine at the time of grant; provided, however, no ISO shall
      be exercisable later than the tenth (10th) anniversary date of its Award
      Date.  In addition, an ISO granted to an employee who, at the time of
      grant, owns (within the meaning of Section 425(d) of the Code) Stock possessing
      more than 10% of the total combined voting power of all classes of Stock of
      the
      Company, shall not be exercisable later than the fifth (5th) anniversary date
      of
      its Award Date.

    


    6.5           Exercisability.  Options
      granted under the Plan shall be exercisable at such times and be subject to
      such
      restrictions and conditions as the Committee shall determine, which need not
      be
      the same for all Key Employees.

    


    6.6           Method
      of Exercise.  Options shall be exercised by the delivery of a
      written notice to the Company in the form prescribed by the Committee setting
      forth the number of Shares with respect to which the Option is to be exercised,
      accompanied by full payment for the Shares which shall be deemed to include
      arrangements, if any, approved by the Committee for the delivery to the Company
      of the proceeds of a sale or margin loan in the case of a “cashless”
exercise.  The Option Price shall be payable to the Company in full
      either in cash (including the proceeds of a cashless exercise in the Committee’s
      discretion), by delivery of Shares of Stock valued at Fair Market Value at
      the
      time of exercise, by delivery of a promissory note (in the Committee’s
      discretion) or by a combination of the foregoing.  As soon as
      practicable after receipt of written notice and payment, the Company shall
      deliver to the Participant stock certificates in an appropriate amount based
      upon the number of Options exercised, issued in the Participant’s
      name.  No Participant who is awarded Options shall have rights as a
      shareholder until the date of exercise of the Options.

    


    6.7           Restrictions
      on Stock Transferability.  The Committee shall impose such
      restrictions on any Shares acquired pursuant to the exercise of an Option under
      the Plan as it may deem advisable, including, without limitation, restrictions
      under the applicable Federal securities law, under the requirements of the
      National Association of Securities Dealers, Inc. or any stock exchange upon
      which such Shares are then listed, and under any blue sky or state securities
      laws applicable to such Shares.

     

    
      
         

      

      
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    6.8           Nontransferability
      of Options.  No Option granted under the Plan may be sold,
      transferred, pledged, assigned, or otherwise alienated or hypothecated, other
      than by will or by the laws of descent and distribution.  Further, all
      Options granted to a Participant under the Plan shall be exercisable during
      his
      lifetime only by such Participant or his guardian or legal
      representative.

    


    ARTICLE
      7

    Stock
      Appreciation Rights to Key Employees

    


    7.1           Grant
      of Stock Appreciation Rights.  Subject to the terms and conditions
      of the Plan, Stock Appreciation Rights may be granted to Key Employees at the
      discretion of the Committee (i) in connection with the grant, and
      exercisable in lieu of Options (“Tandem SARs”), (ii) independent of the
      grant of the Options (“Freestanding SARs”), or (iii) in any combination of
      the foregoing.  No Key Employee may be granted more than 40,000 SARs
      in any calendar year.

    


    7.2           Exercise
      of Tandem SARs.  Tandem SARs may be exercised with respect to all
      or part of the Shares subject to the Related Option.  The exercise of
      Tandem SARs shall cause a reduction in the number of Shares subject to the
      Related Option equal to the number of Shares with respect to which the Tandem
      SAR is exercised.  Conversely, the exercise, in whole or in part, of a
      Related Option shall cause a reduction in the number of Shares subject to the
      Tandem Option equal to the number of Shares with respect to which the Related
      Option is exercised.  Shares with respect to which the Tandem SAR
      shall have been exercised may not be subject again to an Award under the
      Plan.

    


    Notwithstanding
      any other provision of
      the Plan to the contrary, a Tandem SAR shall expire no later than the expiration
      of the Related Option, shall be transferable only when and under the same
      conditions as the Related Option and shall be exercisable only when the Related
      Option is eligible to be exercised.  In addition, if the Related
      Option is an ISO, a Tandem SAR shall be  exercised for no more than
      100% of the difference between the Option Price of the Related Option and the
      Fair Market Value of Shares subject to the Related Option at the time the Tandem
      SAR is exercised.

    


    7.3           Exercise
      of Freestanding SARs.  Freestanding SARs may be exercised upon
      whatever terms and conditions the Committee, in it sole discretion, imposes
      upon
      such SARs.

    


    7.4           Other
      Conditions Applicable to SARs.   In no event shall the term
      of any SAR granted under the Plan exceed ten years from the Grant
      Date.  A SAR may be exercised only when the Fair Market Value of a
      Share exceeds either (i) the Option Price of the Related Option in the case
      of a Tandem SAR or (ii) the Fair Market Value of a Share on the Grant Date
      in the case of a Freestanding SAR.  A SAR shall be exercised by
      delivery to the Committee of a notice of exercise in the form prescribed by
      the
      Committee.

    


    7.5           Payment
      Upon Exercise of SARs.  Subject to the provisions of the
      Agreement, upon the exercise of a SAR, the Participant is entitled to receive,
      without any payment to the Company (other than required tax withholding
      amounts), an amount equal to the product of multiplying (i) the number of
      Shares with respect to which the SAR is exercised by (ii) an amount equal
      to the excess of (A) the Fair Market Value per Share on the date of
      exercise of the SAR over (B) either (x) the Option Price of the
      Related Option in the case of a Tandem SAR or (y) the Fair Market Value per
      Share on the Award Date in the case of a Freestanding SAR.

     

    
      
         

      

      
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    Payment
      to the Key Employee shall be
      made in Shares, valued at the Fair Market Value on the date of exercise, in
      cash
      if the Key Employee has so elected in his written notice of exercise and the
      Committee has consented thereto, or a combination thereof.  To the
      extent required to satisfy the conditions of Rule 16b-3(e) under the Exchange
      Act, or any successor or similar rule, or as otherwise provided in the
      Agreement, the Committee shall have the sole discretion to consent to or
      disapprove the election of any Key Employee to receive cash in full or partial
      settlement of a SAR.  In cases where an election of settlement in cash
      must be consented to by the Committee, the Committee may consent to or
      disapprove such election at any time after such election, or within such period
      for taking action as is specified in the election, and failure to give consent
      shall be disapproval.  Consent may be given in whole or as to a
      portion of the SAR surrendered by the Key Employee.  If the election
      to receive cash is disapproved in whole or in part, the SAR shall be deemed
      to
      have been exercised for Shares, or, if so specified in the notice of exercise
      and election, not to have been exercised to the extent the election to receive
      cash is disapproved.

    


    7.6           Nontransferability
      of SARs.  No SAR granted under the Plan may be sold, transferred,
      pledged, assigned, or otherwise alienated or hypothecated, other than by will
      or
      by the laws of descent and distribution.  Further, all SARs granted to
      a Key Employee under the Plan shall be exercisable during his lifetime only
      by
      such Key Employee or his guardian or legal representative.

    


    ARTICLE
      8

    Stock
      Awards to Key Employees

    


    8.1           Grant
      of Stock Awards.  Subject to the terms and provisions of the Plan,
      the Committee, at any time and from time to time, may grant Stock Awards under
      the Plan to such Key Employees, which may but need not be Restricted Stock,
      and
      in such amounts as it shall determine; provided, however, that no Key Employee
      may be granted Stock Awards in any calendar year for more than 10,000 shares
      of
      Common Stock.  Key Employees receiving Stock Awards are not required
      to pay the Company therefor (except for applicable tax withholding) other than
      by the rendering of services.

    


    8.2           Stock
      Award Agreement.  Each Stock Award shall be evidenced by an
      Agreement that shall specify the number of shares of Stock covered by the Stock
      Award, any applicable Restrictions  and such other provisions as the
      Committee shall determine.  The Committee may impose such other
      restrictions to be set forth in the Agreement as it may deem advisable,
      including without limitation, restrictions under applicable Federal or state
      securities laws, and may legend the certificates representing Stock Awards
      to
      give appropriate notice of such restrictions.

    


    8.3           Transferability.  Except
      as otherwise provided in the Agreement pursuant to which Stock Awards are made
      and subject to the limitation in the next sentence, the Shares of Stock granted
      as Stock Awards may not be sold, transferred, pledged, assigned, or otherwise
      alienated or hypothecated until the termination of any applicable Restrictions
      or upon earlier satisfaction of other conditions as specified by the Committee
      in its sole discretion and set forth in the Agreement.  All rights
      with respect to the Stock Awards granted to a Participant under the Plan shall
      be exercisable during his lifetime only by such Participant or his guardian
      or
      legal representative.

     

    
      
         

      

      
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    8.4           Restrictions
      on Restricted Stock.  With respect to Shares of Restricted Stock
      granted pursuant to the Plan, the Committee shall either (i) impose a
      Period of Restriction  which  requires continuation of
      employment for a prescribed period, or (ii) require the satisfaction of one
      or more specified Performance Criteria to be achieved within a stated time
      period, in order for the Participant to be fully vested in the Shares of
      Restricted Stock.  Unless otherwise determined by the Committee,
      custody of Shares of Restricted Stock shall be retained by the Company until
      the
      termination of the Restrictions pertaining thereto.

    


    8.5           Certificate
      Legend.  In addition to any legends placed on certificates
      pursuant to Section 8.2 herein, each certificate representing shares of
      Restricted Stock granted pursuant to the Plan shall bear the following
      legend:

    


    The
      sale
      or other transfer of the Shares of Stock represented by this certificate,
      whether voluntary, involuntary, or by operation of law, is subject to certain
      restrictions on transfer set forth in the FNB Corporation 2000 Incentive Stock
      Plan, in the rules and administrative procedures adopted pursuant to such Plan,
      and in an Agreement dated February 15, 2000.  A copy of the Plan, such
      rules and procedures, and such Restricted Stock Agreement may be obtained from
      the Secretary of FNB Corporation.

    


    8.6           Removal
      of Restrictions.  Except as otherwise provided in this Article,
      Shares of Restricted Stock covered by each Restricted Stock Award made under
      the
      Plan shall become freely transferable by the Participant after the last day
      of
      the Period of Restriction or on the day immediately following the date on which
      the Performance Criteria have been timely satisfied.  Once the Shares
      are released from the restrictions, the Company shall deliver the certificate
      representing the Restricted Stock to the Participant and the Participant shall
      be entitled to have the legend required by Section 8.5 herein removed from
      his Stock certificate.

    


    8.7           Voting
      Rights.   Participants entitled to Shares of Restricted Stock
      still subject to Restrictions may exercise full voting rights with respect
      to
      those Shares.

    


    8.8           Dividends
      and Other Distributions.  Unless otherwise provided in the
      Agreement, Participants entitled to Shares of Restricted Stock still subject
      to
      Restrictions shall be entitled to receive all dividends and other distributions
      paid with respect to those shares while they are so held.  If any such
      dividends or distributions are paid in Shares, the Shares shall be subject
      to
      the same restrictions on transferability and subject to the same rules for
      custody as the Shares of Restricted Stock with respect to which they were
      distributed.

    


    8.9           Termination
      of Employment Due to Retirement.  Unless otherwise provided in the
      Agreement, in the event that a Key Employee terminates his employment with
      the
      Company or one of its Subsidiaries because of normal retirement (as defined
      in
      the plans and/or policies of the Company in effect at the time), any remaining
      Restrictions applicable to the Restricted Stock Shares pursuant to
      Section 8.4 herein shall automatically terminate and, except as otherwise
      provided in Section 8.2 herein, the Shares of Restricted Stock shall
      thereby be free of restrictions and freely transferable.  Unless
      otherwise provided in the Agreement, in the event that a Key Employee terminates
      his employment with the Company because of early retirement (as defined in
      the
      policies and/or plans of the Company in effect at the time), the Committee,
      in
      its sole discretion, may waive the restrictions remaining on any or all Shares
      of Restricted Stock pursuant to Section 8.2 herein and add such new
      restrictions to those Shares of Restricted Stock as it deems
      appropriate.

     

    
      
         

      

      
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    8.10           Termination
      of Employment Due to Death or Disability.  Unless otherwise
      provided in the Agreement, in the event a Key Employee’s employment is
      terminated because of death or disability, any remaining Restriction applicable
      to the Restricted Stock pursuant to Section 8.4 herein shall automatically
      terminate and, except as otherwise provided in Section 8.2 herein, the
      shares of Restricted Stock shall thereby be free of restrictions and fully
      transferable.

    


    8.11           Termination
      of Employment for Other Reasons.  Unless otherwise provided in the
      Agreement, in the event that a Key Employee terminates his employment with
      the
      Company for any reason other than for death, disability, or retirement, as
      set
      forth in Sections 8.9 and 8.10 herein,  then any shares of Restricted
      Stock still subject to Restrictions as of the date of such termination shall
      automatically be forfeited and returned to the Company.

    


    8.12           Failure
      to Satisfy Performance Criteria.  In the event that the specified
      Performance Criteria are not satisfied within the time period established by
      the
      Committee, the Shares of Restricted Stock which were awarded subject to the
      satisfaction of such Performance Goals shall be automatically forfeited and
      returned to the Company.

    


    ARTICLE
      9

    Automatic
      Awards to Non-Employee Directors

    


    9.1.           Automatic
      Options.  On each Automatic Grant Date, each Non-Employee Director
      will automatically receive a Non-Qualified Stock Option (“Automatic Option”)
      covering 3,500 Shares for Non-Employee Directors of the Company and 3,000 Shares
      for Non-Employee Directors of any Subsidiary, or such lesser number as the
      Committee may determine from time to time for Non-Employee Directors as a whole
      or for any class of Non-Employees Directors, on each Automatic Grant Date after
      the Effective Date to be evidenced by an Agreement.  Notwithstanding
      the foregoing, a person serving as a Non-Employee Director on more than one
      Board shall only receive one Automatic Option Award per year.

    


    The
      Option Price of Automatic Options
      shall be 100% of the Fair Market Value on the Automatic Grant Date.

    


    Unless
      otherwise provided in the
      Agreement pursuant to which they are received, one-quarter of each Automatic
      Option Award shall become exercise on the first, second, third, and fourth
      anniversary of its Automatic Grant Date; provided, however, that an Automatic
      Option Award shall be immediately exercisable if the Non-Employee Director’s
      membership on the Board terminates as a result of the Non-Employee Director’s
      retirement from Board service in accordance with the Company’s policy, death, or
      permanent and total disability (as such term is defined in Section 22(e)(3)
      of
      the Code) or if a Change of Control occurs.

    


    An
      Automatic Option shall be forfeited
      if, as of the termination of the Non-Employee Director’s membership on the
      Board, the Automatic Option is not then exercisable and such termination occurs
      for any reason other than as a result of the Non-Employee Director’s retirement
      from Board service in accordance with the Company’s policy, death or permanent
      and total disability (as such term is defined in Section 22(e)(3) of the
      Code).

    


    Unless
      otherwise provided in the
      Agreement pursuant to which they are received, Automatic Options that are
      exercisable or that become exercisable upon the Non-Employee Director’s
      termination of membership on the Board will remain exercisable until the tenth
      anniversary of the Automatic Option’s Automatic Grant Date.

     

    
      
         

      

      
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    An
      Automatic Option may be exercised
      with respect to any number of whole shares less than the full number for which
      the Option could be exercised.  A partial exercise of an Automatic
      Option shall not affect the right to exercise the Automatic Option from time
      to
      time in accordance with this Plan and the applicable Agreement with respect
      to
      the shares remaining subject to the Automatic Option.

    


    The
      provisions of Sections 6.6, 6.7,
      and 6.8 herein shall be applicable to Automatic Options.

    


    9.2           Automatic
      Stock Awards.  On each Automatic Grant Date, each Non-Employee
      Director shall automatically receive a Stock Award (“Automatic Stock Award”) for
      300 Shares, or such lesser number as the Committee may determine from time
      to
      time for Non-Employee Directors as a whole or for any class of Non-Employees
      Directors, to be evidenced by an Agreement.  Notwithstanding the
      foregoing, a person serving as a Non-Employee Director on more than one Board
      shall only receive one Automatic Stock Award per year.

    


    9.3           Stock
      Payment Awards.  Non-Employee Directors may elect to receive
      payment of their retainer and meeting attendance fees (“Fees”) in the form of
      Stock Payment Awards in accordance with the provisions of this
      Section.  An election to receive Stock Payment Awards must be made on
      an annual basis by delivering written notice to the Secretary of the Company
      on
      the election form provided by the Company for that purpose (“Election
      Form”).

    


    With
      respect to elections for the
      balance of the calendar year containing the Effective Date, the election form
      must be delivered on or before May 31, 2000, and is effective only with
      respect to fees earned after the effective date of the election, and, with
      respect to elections for subsequent calendar years, on or before the date of
      the
      last Board meeting in the calendar year preceding the year to which the election
      relates.  In the event an individual becomes a Non-Employee Director
      after the deadline for delivery of the election notice for a particular calendar
      year, the Company may, but shall not be required to, permit such Non-Employee
      Director to make an election to receive Stock Payment Awards for such calendar
      year.  Once made, an election for a particular calendar year may not
      be revoked and will be effective for all Fees owing to an electing Non-Employee
      Director for services to be rendered as a director during that calendar
      year.

    


    Stock
      Payment Awards shall be made on a
      quarterly basis, beginning with the second quarter of the calendar year
      2000.  Stock Payment Awards shall be made as soon as possible but in
      no event later than 30 days after the last day of the quarter for which the
      Non-Employee Director’s Fees are earned.

    


    The
      number of Shares constituting a
      quarterly Stock Payment Award for each electing Non-Employee Director shall
      be
      that number of Shares, rounded to the nearest whole number, which results from
      dividing the respective Non-Employee Director’s Fees earned during that quarter
      by the Fair Market Value of the Shares as of the Determination Date (as
      hereinafter defined).  The Company shall send each electing
      Non-Employee Director a letter agreement setting forth the number of Shares
      constituting each Stock Payment Award and such other terms and conditions of
      the
      Award as are consistent with this Section 9.3.  The “Determination
      Date” shall mean the earlier of (i) the last day of the quarter for which
      the Non-Employee Director’s Fees are earned (March 31, June 30, September 30 and
      December 31, respectively) or (ii) the effective date of an electing
      Non-Employee Director’s termination as a member of the Board prior to the end of
      a calendar quarter.

     

    
      
         

      

      
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    A
      Non-Employee Director shall have no
      voting or dividend rights with respect to, and no right to transfer any interest
      in, any Stock Payment Awards prior to the Determination Date for such
      Award.  Following a Determination Date, a Non-Employee Director shall
      be entitled to vote Stock Payment Award Shares and to receive dividends
      thereafter declared and payable on such Shares.  Following a
      Determination Date, the Stock Payment Award Shares shall not be subject to
      any
      restrictions on transfer and the Company shall, in accordance with each
      Non-Employee Director’s written request made on an Election Form, either cause a
      stock certificate to be issued evidencing the Stock Payment Award Shares or
      maintain a book-entry record evidencing such Shares.  Stock Payment
      Award Shares for which no such written request is made shall be evidenced by
      a
      book-entry record.  Dividends on Stock Payment Award Shares evidenced
      by a stock certificate shall be paid in cash, and dividends on Stock Payment
      Award Shares evidenced by a book entry record shall be reinvested in Shares,
      in
      each case only as and when dividends are declared and paid to shareholders
      of
      record of Shares.

    


    Notwithstanding
      the foregoing, at any
      time and from time to time, the Committee may suspend the option for
      Non-Employee Directors as a whole or for any class of Non-Employees Directors
      to
      elect to receive Stock Payment Awards in lieu of Fees.

    


    ARTICLE
      10

    Change
      in Control

    


    The
      Committee, as constituted before a
      Change in Control, in its sole discretion may, as to any outstanding Award,
      either at the time the Award is made or any time thereafter, take any one or
      more of the following actions with respect to a Change in
      Control:  (i) provide for the acceleration of any time periods
      relating to the exercise or realization of any such Award so that such Award
      may
      be exercised or realized in full on or before a date initially fixed by the
      Committee; (ii) provide for the purchase or settlement of any such Award by
      the Company, upon a Participant’s request, for an amount of cash equal to the
      amount which could have been obtained upon the exercise of such Award or
      realization of such Participant’s rights had such Award been currently
      exercisable or payable; (iii) make such adjustment to any such Award then
      outstanding as the Committee deems appropriate to reflect such Change in
      Control; or (iv) cause any such Award then outstanding to be assumed, or
      new rights substituted therefor, by the acquiring or surviving corporation
      in
      such Change in Control.

    


    ARTICLE
      11

    Modification,
      Extension, and Renewals of Awards

    


    Subject
      to the terms and conditions and
      within the limitations of the Plan, the Committee may modify, extend or renew
      outstanding Awards, or, if authorized by the Board, accept the surrender of
      outstanding Awards (to the extent not yet exercised) granted under the Plan
      and
      authorize the granting of new Awards pursuant to the Plan in substitution
      therefor, and the substituted Awards may specify a longer term than the
      surrendered Awards or may contain any other provisions that are authorized
      by
      the Plan. Notwithstanding the foregoing, no modification, extension, renewal,
      or
      surrender and substitution may provide for a lower exercise price than that
      provided for prior to the modification, extension, renewal, or surrender and
      substitution.  Subject to the foregoing limitation, the Committee may
      also modify the terms of any outstanding Agreement.  Notwithstanding
      the foregoing, however, no modification of an Award, shall, without the consent
      of the Participant, adversely affect the rights or obligations of the
      Participant.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    
 

    ARTICLE
      12

    Amendment,
      Modification, and Termination of the Plan

    


    12.1           Amendment,
      Modification, and Termination.  At any time and from time to time,
      the Board may terminate, amend, or modify the Plan.  Such amendment or
      modification may be without shareholder approval except to the extent that
      such
      approval is required by the Code, pursuant to the rules under Section 16 of
      the Exchange Act, by any national securities exchange or system on which the
      Stock is then listed or reported, by any regulatory body having jurisdiction
      with respect thereto, or under any other applicable laws, rules, or
      regulations.

    


    12.2           Awards
      Previously Granted.  No termination, amendment, or modification of
      the Plan other than pursuant to Section 4.3 herein shall in any manner
      adversely affect any Award theretofore granted under the Plan, without the
      written consent of the Participant.

    


    ARTICLE
      13

    Withholding

    


    13.1           Tax
      Withholding.  The Company shall have the power and the right to
      deduct or withhold, or require a Participant to remit to the Company, an amount
      sufficient to satisfy Federal, State, and local taxes (including a Participant’s
      FICA obligation, if any) required by law to be withheld with respect to any
      grant, exercise, or payment made under or as a result of this Plan.

    


    13.2           Stock
      Withholding.  With respect to withholding required upon the
      exercise of Nonqualified Stock Options, or upon the lapse of restrictions on
      Restricted Stock, or upon the occurrence of any other similar taxable event,
      Participants may elect, subject to the approval of the Committee, to satisfy
      the
      withholding requirement, in whole or in part, by having the Company withhold
      Shares of Stock having a Fair Market Value equal to the amount required to
      be
      withheld.  The value of the Shares to be withheld shall be based on
      Fair Market Value of the Shares on the date that the amount of tax to be
      withheld is to be determined.  All elections shall be irrevocable and
      be made in writing, signed by the Participant on forms approved by the Committee
      in advance of the day that the transaction becomes taxable.

    


    ARTICLE
      14

    Successors

    


    All
      obligations of the Company under
      the Plan, with respect to Awards granted hereunder, shall be binding on any
      successor to the Company, whether the existence of such successor is the result
      of a direct or indirect purchase, merger, consolidation or otherwise, of all
      or
      substantially all of the business and/or assets of the Company.

    


    ARTICLE
      15

    General

    


    15.1           Requirements
      of Law.  The granting of Awards and the issuance of Shares of
      Stock under this Plan shall be subject to all applicable laws, rules, and
      regulations, and to such approvals by any governmental agencies as may be
      required.

    


    15.2           Effect
      of Plan.  The establishment of the Plan shall not confer upon any
      Key Employee or any Non-Employee Director any legal or equitable right against
      the Company, a Subsidiary, the Board, or the Committee, except as expressly
      provided in the Plan.  The Plan does not constitute an inducement or
      consideration for the employment of any Key Employee, nor is it a contract
      between the Company or any of its Subsidiaries and any Key Employee or any
      Non-Employee Director.  Participation in the Plan shall not give any
      Key Employee any right to be retained in the service of the Company or any
      of
      its Subsidiaries.  Participation in the Plan shall not give any
      Non-Employee Director any right to be retained as a member of the Board of
      the
      Company or any of its Subsidiaries.

     

    
      
         

      

      
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    15.3           Creditors.  The
      interests of any Participant under the Plan or any Agreement are not subject
      to
      the claims of creditors and may not, in any way, be assigned, alienated, or
      encumbered.

    


    15.4           Governing
      Law.  The Plan, and all Agreements hereunder, shall be governed,
      construed ,and administered in accordance with the laws of the Commonwealth
      of
      Virginia and the intention of the Company is that ISOs granted under the Plan
      qualify as such under Section 422 of the Code.

    


    15.5           Severability.  In
      the event any provision of the Plan shall be held illegal or invalid for any
      reason, the illegality or invalidity shall not affect the remaining parts of
      the
      Plan, and the Plan shall be construed and enforced as if the illegal or invalid
      provision had not been included.

    


    


    Approved
      by the Board of Directors

    on
      February 15, 2000

    Amended
      by the Board of Directors

    on
      December 21, 2006

    
15