FNB CORP.

                            STOCK COMPENSATION PLAN

                                   ARTICLE I

                               GENERAL PROVISIONS


        1. Purpose. The Stock Compensation Plan (the "Plan") of FNB Corp. (the
"Company") is intended to allow certain key employees, directors and advisory
directors of the Company and its subsidiaries to have an opportunity to acquire
an ownership interest in the Company as an additional incentive to attract and
retain employees, directors and advisory directors and to encourage them to
promote the Company's business.

        2. Elements of the Plan. Options granted under the Plan shall be granted
pursuant to either Article II or Article III of the Plan. Options granted
pursuant to Article II are intended to qualify as incentive stock options
("Incentive Stock Options") under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"). Options granted pursuant to Article III of the
Plan are not intended to qualify as Incentive Stock Options ("Nonqualified
Options"). Stock bonus awards granted pursuant to Article IV of the Plan will be
subject to Section 83 of the Code.

        3. Administration. The Plan shall be administered by an option committee
(the "Committee") appointed by the Board of Directors of the Company (the
"Board"). The Committee shall be comprised of at least two members of the Board,
each of whom shall be an "Outside Director" within the meaning of Section
162(m) of the Code and any regulations promulgated thereunder. No member of the
Committee or the Board shall be liable for any action or determination made in
good faith with respect to the Plan or to any option or award granted hereunder.
In addition, directors and Committee members shall be eligible for
indemnification from the Company, pursuant to the Company's bylaws, with respect
to any matter arising under the Plan.

        4. Authority of Board of Directors and Committee

               (a) Subject to the other provisions of this Plan, the Committee
        shall have sole authority in its absolute discretion: to grant options
        and stock bonuses under the Plan; to determine the number of shares
        subject to any option or stock bonus under the Plan; to fix the option
        price and the duration of each option and stock bonus; to establish any
        other terms and conditions of options and stock bonuses; and to
        accelerate the time at which any outstanding option may be exercised or
        the time when restrictions and conditions on stock bonus shares will
        lapse. Notwithstanding the foregoing, the Board

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        may grant Nonqualified Options to nonemployee directors and advisory
        board members of the Company.

               (b) Subject to the other provisions of this Plan, and with a view
        to effecting its purpose, the Committee shall have sole authority in its
        absolute discretion: to construe and interpret the Plan; to define the
        terms used herein; to prescribe, amend, and rescind rules and
        regulations relating to the Plan; to make any other determinations and
        to do everything necessary or advisable to administer the Plan.

               (c) All decisions, determinations, and interpretations made by
        the Committee shall be binding and conclusive on all participants in the
        Plan and on their legal representatives, heirs and beneficiaries.

        5. Shares Subject to the Plan. The maximum aggregate number of shares of
Common Stock available pursuant to the Plan, subject to adjustment as provided
in Section 10 of this Article I, shall be 180,000 shares of the Company's Common
Stock, par value $2.50 per share ("Common Stock"). If any option granted
pursuant to the Plan expires or terminates for any reason before it has been
exercised in full, the unpurchased shares subject to that option shall again be
available for the purposes of the Plan, regardless of whether the option was
granted pursuant to Article II or Article III of the Plan. If any shares issued
pursuant to a stock bonus are forfeited, they shall again be available under the
Plan. The Company, during the term of this Plan, will at all times reserve and
keep available such number of shares of its Common Stock as shall be sufficient
to satisfy the requirements of the Plan. Authorized but unissued shares of the
Company shall also be subject to issuance under the Plan.

        6. Eligibility.

               (a) Incentive Stock Options and Stock Bonus Awards. Incentive
        Stock Options and stock bonus awards may be granted only to key
        employees of the Company or any of its subsidiaries (including directors
        and officers who are key employees).

               (b) Nonqualified Options. Nonqualified Options may be granted
        only to key employees, officers, directors (whether or not employees)
        and advisory board members of the Company or any of its subsidiaries.

               (c) Maximum Number of Shares to One Individual Notwithstanding
        any other provision of this Plan, the aggregate number of shares of
        Common Stock that may be issued to any one individual pursuant to
        options or awards granted under the Plan shall not exceed 50,000 shares.

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               (d) Number of Options and Bonuses. More than one option and more
        than one stock bonus may be granted to the same person, if the person
        otherwise is an eligible recipient under this Plan.

        7. Terms and Conditions of Options. Stock options granted under the Plan
shall be evidenced by agreements in such form as the Committee may from time to
time approve, which agreements shall comply with and be subject to the following
terms and conditions, in addition to the provisions of Article II or Article
III, as applicable:

               (a) Number of Shares; Designation. Each option shall state the
        number of shares to which it pertains and whether it is an Incentive
        Stock Option granted under Article II of the Plan or a Nonqualified
        Option granted under Article III of the Plan.

               (b) Option Price. Each option shall state the option price, which
        shall not be less than the fair market value (as hereinafter defined)
        per share of the Common Stock at the time the option is granted (except
        that for Incentive Stock Options granted to any employee who owns more
        than 10% of the combined voting power of all classes of stock of the
        Company, or of its parent or subsidiary, the option price shall not be
        less than 110% of fair market value). Fair market value shall be
        determined by the Committee on the basis of such factors as it deems
        appropriate; provided, however, that fair market value shall be
        determined without regard to any restriction other than a restriction
        which, by its terms, will never lapse, and further provided that if at
        the time the determination of fair market value is made, the Common
        Stock is admitted to trading on a national securities exchange for which
        sales prices are regularly reported, fair market value shall not be less
        than the mean of the high and low asked or closing sales prices reported
        for the Common Stock on that exchange on the day (or most recent trading
        day preceding the day on which the option is granted). For purposes of
        this Plan, the term "national securities exchange" shall include the
        National Association of Securities Dealers Automated Quotation System
        and the over-the-counter market.

               (c) Exercise of Options. Except as otherwise provided in this
        Plan or in the applicable option agreement, each option shall be
        exercisable in installments as follows:

                        (i) up to 20% of the total shares subject to the option
               at any time after one year from the date of grant and prior to
               termination of the option;

                        (ii) up to 40% of the total shares subject to the option
               (less any shares previously purchased pursuant to the option) at
               any time after two years from the date of grant and prior to
               termination of the option;

                        (iii) up to 60% of the total shares subject to the
               option (less any shares previously purchased pursuant to the
               option) at any time after three years from the date of grant and
               prior to termination of the option; and

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                        (iv) up to 80% of the total shares subject to the option
               (less any shares previously purchased pursuant to the option) at
               any time after four years from the date of grant and prior to
               termination of the option; and

                        (v) in full at any time after five years from the date
               of grant and prior to termination of the option.

        Not less than 25 shares may be purchased at any one time unless the
        number purchased is the total number that may be purchased under the
        option at that time. No option may be exercised for any fraction of a
        share of Common Stock.

               (d) Written Notice and Payment Required. An option granted
        pursuant to the terms of this Plan shall be exercised when written
        notice of that exercise has been received by the Company at its
        principal office from the person entitled to exercise the option and
        full payment for the shares with respect to which the option is
        exercised has been received by the Company. The purchase price of any
        shares purchased shall be paid in full in cash or by certified or
        cashier's check payable to the order of the Company or, unless
        prohibited by the applicable option agreement, by shares of Common Stock
        or by a combination of cash, check, and (unless prohibited by the
        applicable option agreement) shares of Common Stock. If any portion of
        the purchase price is paid in shares of Common Stock, those shares shall
        be tendered at their then fair market value as determined in accordance
        with Section 7(b) of this Article I.

               (e) Compliance With Securities I Laws. The options granted under
        the Plan and the shares issuable pursuant to the Plan may, at the option
        of the Company, be registered under applicable federal and state
        securities laws, but the Company shall have no obligation to undertake
        any such registrations. Shares of Common Stock shall not be issued with
        respect to any option granted under the Plan unless the exercise of that
        option and the issuance and delivery of those shares pursuant to that
        exercise shall comply with all relevant provisions of state and federal
        law including, without limitation, the Securities Act of 1933, as
        amended, the rules and regulations promulgated thereunder, and the
        requirements of any stock exchange upon which the shares may then be
        listed, and shall be further subject to the approval of counsel for the
        Company with respect to such compliance. The Committee may also require
        an optionee to furnish evidence satisfactory to the Company, including a
        written and signed representation letter and consent to be bound by any
        transfer restriction imposed by law, legend, condition, or otherwise,
        that the shares are being purchased only for investment and without any
        present intention to sell or distribute the shares in violation of any
        state or federal law, rule, or regulation. Further, each optionee shall
        consent to the imposition of a legend on the shares of Common Stock
        subject to his or her option restricting their transferability as
        required by law or by this Plan.

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               (f) Options Not Transferable. Options granted pursuant to this
        Plan may not be sold, pledged, assigned, or transferred in any manner
        otherwise than by will or the laws of descent or distribution and may be
        exercised during the lifetime of an optionee only by that optionee.

               (g) Duration of Options. Each option and all rights thereunder
        granted pursuant to the terms of this Plan shall expire on the date
        specified in the applicable option agreement, but in no event shall any
        option expire later than 10 years from the date on which the option is
        granted. Moreover, any Incentive Stock Option granted to an employee who
        owns more than 10% of the combined voting power of all classes of stock
        of the Company, or of its parent or subsidiary, must expire within five
        years from the date of grant. In addition, each option shall be subject
        to early termination as provided in the Plan or applicable option
        agreement.

               (h) Termination of Employment Disability or Death.

                        (i) Except as otherwise provided in the applicable
               option agreement, if an optionee ceases to be employed by the
               Company, its parent, or any of its subsidiaries (or a corporation
               or a parent or subsidiary of such corporation issuing or assuming
               a stock option in a transaction to which Section 424(a) of the
               Code applies), for any reason other than disability or death, his
               or her option may be exercised at any time up to three months
               after the date of termination of employment.

                        (ii) Except as otherwise provided in the applicable
               option agreement, if an optionee becomes disabled within the
               meaning of Section 22(e)(3) of the Code while employed by the
               Company, or any parent or subsidiary corporation (or a
               corporation or a parent or subsidiary of such corporation issuing
               or assuming a stock option in a transaction to which Section
               424(a) of the Code applies), the option may be exercised at any
               time within three months after the date of termination of
               employment due to disability.

                        (iii) Except as otherwise provided in the applicable
               option agreement, if an optionee dies while employed by the
               Company, its parent or any of its subsidiaries, (or a corporation
               or a parent or subsidiary of such corporation issuing or assuming
               a stock option in a transaction to which Section 424(a) of the
               Code applies), his or her option shall expire one year after the
               date of death During this period, the option may be exercised,
               except as otherwise provided in the applicable option agreement,
               by the person or persons to whom the optionee's rights under the
               option shall pass by will or by the laws of descent and
               distribution.

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                        (iv) Any option that may be exercised for a period
               following termination of the optionee's employment may be
               exercised only to the extent it was exercisable immediately
               before such termination and in no event after the option would
               expire by its terms without regard to such termination.

               (i) Option Agreements. The option agreements authorized under the
        Plan may differ from one another and shall contain such other provisions
        not inconsistent with the Plan and Article II or Article III as
        applicable as the Committee may in its discretion deem advisable from
        time to time, including, without limitation, conditions precedent to the
        exercise of the option covered by any agreement, which conditions may
        include the satisfaction of specified performance criteria by the
        Company or the optionee.

        8. Tax Withholding. The exercise of any option granted under the Plan is
subject to the condition that if at any time the Company shall determine, in its
discretion, that the satisfaction of withholding tax or other withholding
liabilities under any state or federal law is necessary or desirable as a
condition of, or in any connection with, such exercise or the delivery or
purchase of shares pursuant thereto, then in such event, the exercise of the
option shall not be effective unless such withholding tax or other withholding
liabilities shall have been satisfied in a manner acceptable to the Company.

        9 Employment. Nothing in the Plan or in any option or stock bonus award
shall confer upon any eligible employee any right to continued employment by the
Company, or by its parent or subsidiary corporations, or limit in any way the
right of the Company or its parent or subsidiary corporation at any time to
terminate or alter the terms of that employment.

        10. Adjustments.

               (a) If the shares of Common Stock of the Company are increased,
        decreased, changed into, or exchanged for a different number or kind of
        shares or securities through merger, consolidation, combination,
        exchange of shares, other reorganization, recapitalization,
        reclassification, stock dividend, stock split or reverse stock split in
        which the Company is the surviving entity, the Committee shall make an
        appropriate and proportionate adjustment in the maximum number and kind
        of shares as to which options and stock bonuses may be granted under
        this Plan. A corresponding adjustment changing the number or kind of
        shares allocated to unexercised options that shall have been granted
        prior to any such change, shall likewise be made. Any such adjustment in
        outstanding options shall be made without change in the aggregate
        purchase price applicable to the unexercised portion of the option, but
        with a corresponding adjustment in the price for each share or other
        unit of any security covered by the option. In making any adjustment
        pursuant to this Section 10(a), any fractional shares shall be
        disregarded.

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               (b) In the event of a consolidation or a merger in which the
        Company is not the surviving corporation, or any other merger in which
        the shareholders of the Company exchange their shares of stock in the
        Company for stock of another corporation, or in the event of complete
        liquidation of the Company, or in the case of a tender offer approved by
        the Board of Directors, all outstanding options, unless the applicable
        option agreement provides otherwise, shall become exercisable in full
        immediately prior to the effective date of any such transaction,
        regardless of the exercise schedule.

        11. Effective Date of Plan. The Plan shall be effective March 11, 1993,
the date of adoption of the Plan by the Board of Directors of the Company,
subject to approval of the Plan by the Shareholders by the vote of the holders
of the majority of the Company's Common Stock present or represented at the duly
held annual meeting of shareholders scheduled to be held on May 11, 1993.

        12. Termination and Amendment of Plan. The Plan may be terminated at any
time by the Board of Directors. Unless sooner terminated the Plan shall
terminate March 10, 2003. No options or stock bonuses shall be granted under the
Plan after the Plan is terminated. Subject to the limitation contained in
Section 13 of this Article 1, the Board of Directors may at any time amend or
revise the terms of the Plan, including the form and substance of the option
agreements and stock bonus awards to be used hereunder; provided that no
amendment or revision shall (a) increase the maximum aggregate number of shares
subject to this Plan, except as permitted under Section 10 of this Article l;
(b) change the minimum purchase price for shares subject to options granted
under the Plan; (c) extend the maximum term established under the Plan for any
option or stock bonus award; or (d) permit the granting of an option or stock
bonus award to anyone other than as provided in the Plan.

        13. Prior Rights and Obligations. No amendment, suspension, or
termination of the Plan shall, without the consent of the person who has
received an option or stock bonus award, alter or impair any of that person's
rights or obligations under any option or stock bonus award, granted under the
Plan prior to such amendment, suspension, or termination.

        14. Construction. The provisions set forth in Article II, III and IV
shall not apply to any other of those Articles.

        15. Compliance with Section 16(b). In the case of recipients of options
or awards hereunder who are or may be subject to Section 16 of the Securities
Exchange Act of 1934, it is the intent of the Company that this Plan and any
such option or award granted hereunder satisfy and be interpreted in a manner
that satisfies the applicable requirements of Rule 16b-3, so that such grantees
will be entitled to the benefits of Rule 16b-3 or any other exemptive rule under
Section 16 and will not be subjected to liability thereunder. If any provision
of the Plan or any option or award would otherwise conflict with the intent
expressed herein, that provision, to the extent possible, shall be interpreted
and deemed amended so as to avoid such

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conflict. To the extent of any remaining irreconcilable conflict with such
intent, such provision shall be deemed void as applicable to grantees who are or
may be subject to Section 16.

                                   ARTICLE 11

                            INCENTIVE STOCK OPTIONS

        Options granted pursuant to this Article II of the Plan shall constitute
Incentive Stock Options under Section 422 of the Code and shall be designated as
such at the time of grant. Incentive Stock Options granted pursuant to this
Article II shall be subject to the terms, conditions and limitations set forth
in Article I above and to the following:

        1. Maximum Amount of Incentive Stock Options. The maximum aggregate fair
market value of Common Stock, determined as of the time the Incentive Stock
Option is granted, for which any employee may be granted Incentive Stock Options
(as defined in Section 422(b) of the Code) exercisable for the first time during
any calendar year under all incentive stock option plans of the Company and any
parent, subsidiary, and predecessor corporations held by such employee shall not
exceed $100,000. Any option in excess of the foregoing limitation shall be
granted pursuant to Article III of this Plan and shall be clearly and
specifically designated as not being an Incentive Stock Option.

        2. Compliance with section 479 of the Code. This Plan is intended to
comply in every respect with Section 422 of the Code and the regulations
promulgated thereunder with regard to the grant of Incentive Stock Options and
the purchase and delivery of shares of Common Stock upon the exercise thereof.
In the event any future statute or regulation shall modify Section 422, this
Plan shall be deemed to incorporate by reference such modification for purposes
of granting Incentive Stock Options or the purchase and delivery of any shares
of Common Stock upon the exercise thereof. Any option agreement relating to an
Incentive Stock Option granted pursuant to this Plan that is outstanding and
unexercised at the time any modifying statute or regulation becomes effective
shall also be deemed to incorporate by reference such modification, and no
notice of such modification need be given to the optionee. If any provision of
this Plan is determined to disqualify the shares purchasable pursuant to
Incentive Stock Options granted under this Plan from the special tax treatment
provided by Section 422, such provision shall be deemed to incorporate by
reference for purposes of the Incentive Stock Options the modification required
to qualify the shares for said tax treatment.

                                  ARTICLE III

                          NONQUALIFIED STOCK OPTION'S

        Options granted pursuant to this Article III shall constitute
Nonqualified Options and shall be designated as not being Incentive Stock
Options under Section 422 of the Code.

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Nonqualified Options shall be subject to the terms, conditions and limitations
set forth in Article I above and to the following:

        1. Tax Reimbursement. In view of the federal and state income tax
savings expected to be realized by the Company by reason of exercise of a
Nonqualified Option granted pursuant to this Article III, the Committee may, in
its discretion, grant Nonqualified Options the terms of which provide that, upon
exercise, the Company will make a cash compensation payment to the optionee (or
his personal representatives or heirs). The basis for determining the amount of
such cash payment shall be specified in the applicable option agreement.

        2. Termination of Nonemployee Relationships with the Company. If a
nonemployee optionee ceases to serve the Company in the capacity which made the
optionee eligible to receive Nonqualified Options pursuant to Article III of
this Plan, then the optionee's rights upon such termination shall be governed in
the manner of an optionee's rights upon termination of employment as set forth
in Article I of this Plan.

                                   ARTICLE IV

                             STOCK BONUS AVAILABLE

        Stock bonus awards granted pursuant to this Article IV shall be subject
to those terms, conditions and limitations set forth in Article I above that are
applicable to stock bonus awards and to the following additional terms:

        1. Agreement. Each stock bonus award shall be evidenced by an agreement
in such form and containing such provisions not inconsistent with the Plan as
the Committee may from time to time approve. Each award shall be effective as of
the date so stated in the resolution of the Committee making the award.

        2. Restrictions and Conditions. Shares of Common Stock awarded under
this Article IV shall be subject to such restrictions and conditions (if any) as
may be imposed by the Committee at the time of making the award. Such
restrictions and conditions may include, without limitation, the satisfaction of
specified performance criteria by the Company or by the grantee of the stock
bonus award; provided, however, that no award shall require any payment of cash
consideration by the recipient. Restrictions and conditions imposed on shares of
Common Stock awarded under this Article IV may differ from one award to another
as the Committee shall in its discretion. determine. Any restrictions and
conditions shall lapse. in whole or in part, as provided in the agreement
evidencing the stock bonus award, but in no event later than ten years from the
date of the award.

        Shares with respect to which no restrictions or conditions are imposed
and shares with respect to which the restrictions and conditions imposed thereon
have lapsed are hereinafter

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referred to as "Unrestricted Shares." Shares with respect to which the
restrictions and conditions imposed thereon have not lapsed are hereinafter
referred to as "Restricted Shares."

        3. Rights as a Shareholder. A holder of Unrestricted Shares shall have
all of the rights of a shareholder of the Company with respect thereto and shall
be entitled to receive a stock certificate evidencing such Unrestricted Shares.

        A holder of Restricted Shares shall be the owner thereof and shall,
subject to the restrictions and conditions, have all of the rights of a
shareholder with respect thereto, including, but not limited to, the right to
receive all dividends paid on the Common Stock (ordinary or extraordinary,
whether in cash, securities or other property) and the right to vote the
Restricted Shares; provided, however, that each stock certificate evidencing
Restricted Shares shall bear a conspicuous legend stating that the shares
evidenced thereby are subject to forfeiture and shall be deposited by the holder
with the Company or its designee together with a stock power endorsed in blank.

        4. Forfeiture. Except as provided in this Section 4 with respect to a
grantee's death or retirement from the employ of the Company or any of its
subsidiaries, upon termination of the grantee's employment with the Company or
any of its subsidiaries for any reason whatsoever (voluntarily or involuntarily,
with or without cause), all Restricted Shares then owned by him shall
automatically and without any action on his part be forfeited and transferred to
the Corporation.

        If a grantee shall retire in good standing from the employ of the
Company or any of its subsidiaries under the then established retirement
policies of the Company or if his employment with the Company or any of its
subsidiaries is terminated by reason of his death, then, in either such event,
all restrictions and conditions on his Restricted Shares shall thereupon lapse
and such Restricted Shares shall automatically and without any action on his
part be converted into Unrestricted Shares.

        5. Transferability. Restricted Shares held by a grantee shall not be
subject to alienation, sale, transfer, assignment, pledge, attachment or
encumbrances of any kind, and any attempt to alienate, sell, transfer, assign,
pledge or otherwise encumber any Restricted Shares shall be void. In addition,
the Company may impose such additional restrictions on the issuance of Common
Stock and on the transfer of Unrestricted Shares as it deems necessary or
desirable to ensure compliance with all applicable federal and state securities
laws.

        6. Adjustments. If there is a change in the Common Stock of the Company
by reason of any stock dividend, stock split, merger, consolidation,
recapitalization, exchange of shares, or otherwise, any stock or other
securities or other property issued with respect to Restricted Shares shall be
subject to the same restrictions and conditions as the Restricted Shares, and
the certificates or other evidence of such stock, securities or other property,
together with an appropriate power of attorney, shall be delivered to the
Company or its

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successor or designee and held until such time as the restrictions and
conditions applicable thereto lapse or until the stock, securities or other
property is forfeited in accordance with the provisions of Article IV of the
Plan.

        7. Tax Reimbursement. In view of the federal and state income tax
savings expected to be realized by the Company upon the award of Unrestricted
Shares or upon the lapse of restrictions and conditions applicable to Restricted
Shares, the Committee may, in its discretion, grant stock bonus awards the terms
of which provide that, upon the grantee's receipt of Unrestricted Shares, the
Company will pay to the grantee (or his personal representatives or heirs) an
amount in cash equal to the amount of tax benefit realized or expected to be
realized by the Company through the utilization of deductions claimed for income
tax purposes as a result of the grantee's receipt of Unrestricted Shares. The
tax reimbursement payment provided for herein shall be made on or before the
last day of the calendar year in which taxable income is recognized by a grantee
under Section 83 of the Code.

        8. Withholding for Taxes. No grantee shall be entitled to issuance of a
stock certificate evidencing Unrestricted Shares until he has paid, or made
arrangements for payment, to the Company of an amount equal to the income and
other taxes that the Company is required to withhold from the grantee as a
result of his receipt of Unrestricted Shares. In addition, such amounts as the
Company is required to withhold by reason of any tax reimbursement payments made
pursuant to Section 7 of this Article IV shall be deducted from such payments.

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