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                                                                  EXHIBIT 10.8


                              FNB BANCSHARES, INC.

                             1997 STOCK OPTION PLAN



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                              FNB BANCSHARES, INC.
                             1997 STOCK OPTION PLAN

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                             PAGE

<S>                                                                             <C>
ARTICLE I

DEFINITIONS...................................................................  1

ARTICLE II

THE PLAN......................................................................  5

     2.1      NAME............................................................  5
     2.2      PURPOSE.........................................................  5
     2.3      EFFECTIVE DATE..................................................  5

ARTICLE III

PARTICIPANTS..................................................................  5

ARTICLE IV

ADMINISTRATION................................................................  5

     4.1      DUTIES AND POWERS OF THE COMMITTEE..............................  5
     4.2      INTERPRETATION; RULES...........................................  6
     4.3      NO LIABILITY....................................................  6
     4.4      MAJORITY RULE...................................................  6
     4.5      COMPANY ASSISTANCE..............................................  6

ARTICLE V

SHARES OF STOCK SUBJECT TO PLAN...............................................  6

     5.1      LIMITATIONS.....................................................  6
     5.2      ANTIDILUTION....................................................  7

ARTICLE VI

OPTIONS.......................................................................  8

     6.1      TYPES OF OPTIONS GRANTED........................................  8
     6.2      OPTION GRANT AND AGREEMENT......................................  8
</TABLE>

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<TABLE>

<S>                                                                             <C>
     6.3      OPTIONEE LIMITATIONS.............................................  9
     6.4      $100,000 LIMITATION..............................................  9
     6.5      EXERCISE PRICE...................................................  9
     6.6      EXERCISE PERIOD.................................................. 10
     6.7      OPTION EXERCISE.................................................. 10
     6.8      RELOAD OPTIONS................................................... 11
     6.9      NONTRANSFERABILITY OF OPTION..................................... 11
     6.10     TERMINATION OF EMPLOYMENT OR SERVICE............................. 11
     6.11     EMPLOYMENT RIGHTS................................................ 12
     6.12     CERTAIN SUCCESSOR OPTIONS........................................ 12
     6.13     EFFECT OF CHANGE IN CONTROL...................................... 12

ARTICLE VII

RESTRICTED STOCK............................................................... 12

     7.1      AWARDS OF RESTRICTED STOCK....................................... 12
     7.2      NON-TRANSFERABILITY.............................................. 13
     7.3      LAPSE OF RESTRICTIONS............................................ 13
     7.4      TERMINATION OF EMPLOYMENT........................................ 13
     7.5      TREATMENT OF DIVIDENDS........................................... 13
     7.6      DELIVERY OF SHARES............................................... 13

ARTICLE VIII

STOCK APPRECIATION RIGHTS...................................................... 13

     8.1      SAR GRANTS....................................................... 13
     8.2      DETERMINATION OF PRICE........................................... 14
     8.3      EXERCISE OF A SAR................................................ 14
     8.4      PAYMENT FOR A SAR................................................ 14
     8.5      STATUS OF A SAR UNDER THE PLAN................................... 14
     8.6      TERMINATION OF SARS.............................................. 14
     8.7      NO SHAREHOLDER RIGHTS............................................ 15

ARTICLE IX

STOCK CERTIFICATES............................................................. 15

ARTICLE X

TERMINATION AND AMENDMENT...................................................... 16

     10.1     TERMINATION AND AMENDMENT........................................ 16
     10.2     EFFECT ON GRANTEE'S RIGHTS....................................... 16
</TABLE>


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<TABLE>

<S>                                                                             <C>
ARTICLE XI

RELATIONSHIP TO OTHER COMPENSATION PLANS....................................... 16

ARTICLE XII

MISCELLANEOUS.................................................................. 16

     12.1     REPLACEMENT OR AMENDED GRANTS.................................... 16
     12.2     FORFEITURE FOR COMPETITION....................................... 16
     12.3     PLAN BUILDING ON SUCCESSORS...................................... 16
     12.4     SINGULAR, PLURAL; GENDER......................................... 16
     12.5     HEADINGS, ETC., NO PART OF PLAN.................................. 17
     12.6     INTERPRETATION................................................... 17

Exhibit A......................................................................  i

SCHEDULE A..................................................................... vi

SCHEDULE B.................................................................... vii
</TABLE>


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                              FNB BANCSHARES, INC.
                             1997 STOCK OPTION PLAN

                                    ARTICLE I
                                   DEFINITIONS

       As used herein, the following terms have the following meanings unless
the context clearly indicates to the contrary:

       "Award" shall mean a grant of Restricted Stock or an SAR.

       "Board" shall mean the Board of Directors of the Company.

       "Cause" shall mean theft or destruction of property of the Company, a
       Parent, or a Subsidiary, disregard of Company rules or policies, or
       conduct evincing willful or wanton disregard of the interests of the
       Company. Such determination shall be made by the Committee based on
       information presented by the Company and the Employee and shall be final
       and binding on all parties hereto.

       "Change in Control" shall mean the occurrence of either of the following
       events:

       (i)    A change in the composition of the Board of Directors as a result
              of which fewer than one-half of the incumbent directors are
              directors who either:

              (A)    Had been directors of the Company 24 months prior to such
                     change; or

              (B)    Were elected, or nominated for election, to the Board of
                     Directors with the affirmative votes of at least a majority
                     of the directors who had been directors of the Company 24
                     months prior to such change and who were still in office at
                     the time of the election or nomination; or

       (ii)   Any "person" (as such term is used in sections 13(d) and 14(d) of
              the Exchange Act), other than any person who is a shareholder of
              the Company on or before the effective date of the Plan, by the
              acquisition or aggregation of securities is or becomes the
              beneficial owner, directly or indirectly, of securities of the
              Company representing 50 percent or more of the combined voting
              power of the Company's then outstanding securities ordinarily (and
              apart from rights accruing under special circumstances) having the
              right to vote at elections of directors (the "Base Capital
              Stock"); except that any change in the relative beneficial
              ownership of the Company's securities by any person resulting
              solely from a reduction in the aggregate number of outstanding
              shares of Base Capital



<PAGE>   6

              Stock, and any decrease thereafter in such person's ownership of
              securities, shall be disregarded until such person increases in
              any manner, directly or indirectly, such person's beneficial
              ownership of any securities of the Company.

       "Code" shall mean the United States Internal Revenue Code of 1986,
       including effective date and transition rules (whether or not codified).
       Any reference herein to a specific section of the Code shall be deemed to
       include a reference to any corresponding provision of future law.

       "Committee" shall mean a committee of at least two Directors appointed
       from time to time by the Board, having the duties and authority set forth
       herein in addition to any other authority granted by the Board; provided,
       however, that with respect to any Options or Awards granted to an
       individual who is also a Section 16 Insider, the Committee shall consist
       of either the entire Board of Directors or a committee of at least two
       Directors (who need not be members of the Committee with respect to
       Options or Awards granted to any other individuals) who are Non-Employee
       Directors, and all authority and discretion shall be exercised by such
       Non-Employee Directors, and references herein to the "Committee" shall
       mean such Non-Employee Directors insofar as any actions or determinations
       of the Committee shall relate to or affect Options or Awards made to or
       held by any Section 16 Insider. At any time that the Board shall not have
       appointed a committee as described above, any reference herein to the
       Committee shall mean a reference to the Board.

       "Company" shall mean FNB Bancshares, Inc., a South Carolina corporation.

       "Director" shall mean a member of the Board and any person who is an
       advisory or honorary director of the Company if such person is considered
       a director for the purposes of Section 16 of the Exchange Act, as
       determined by reference to such Section 16 and to the rules, regulations,
       judicial decisions, and interpretative or "no-action" positions with
       respect thereto of the Securities and Exchange Commission, as the same
       may be in effect or set forth from time to time.

       "Employee" shall mean an employee of the Employer.

       "Employer" shall mean the corporation that employs a Grantee.

       "Exchange Act" shall mean the Securities Exchange Act of 1934. Any
       reference herein to a specific section of the Exchange Act shall be
       deemed to include a reference to any corresponding provision of future
       law.

       "Exercise Price" shall mean the price at which an Optionee may purchase a
       share of Stock under a Stock Option Agreement.

                                        2


<PAGE>   7

       "Fair Market Value" on any date shall mean (i) the closing sales price of
       the Stock, regular way, on such date on the national securities exchange
       having the greatest volume of trading in the Stock during the thirty-day
       period preceding the day the value is to be determined or, if such
       exchange was not open for trading on such date, the next preceding date
       on which it was open; (ii) if the Stock is not traded on any national
       securities exchange, the average of the closing high bid and low asked
       prices of the Stock on the over-the-counter market on the day such value
       is to be determined, or in the absence of closing bids on such day, the
       closing bids on the next preceding day on which there were bids; or (iii)
       if the Stock also is not traded on the over-the-counter market, the fair
       market value as determined in good faith by the Board or the Committee
       based on such relevant facts as may be available to the Board, which may
       include opinions of independent experts, the price at which recent sales
       have been made, the book value of the Stock, and the Company's current
       and future earnings.

       "Grantee" shall mean a person who is an Optionee or a person who has
       received an Award of Restricted Stock or an SAR.

       "Incentive Stock Option" shall mean an option to purchase any stock of
       the Company, which complies with and is subject to the terms, limitations
       and conditions of Section 422 of the Code and any regulations promulgated
       with respect thereto.

       "Non-Employee Director" shall have the meaning set forth in Rule 16b-3
       under the Exchange Act, as the same may be in effect from time to time,
       or in any successor rule thereto, and shall be determined for all
       purposes under the Plan according to interpretative or "no-action"
       positions with respect thereto issued by the Securities and Exchange
       Commission.

       "Officer" shall mean a person who constitutes an officer of the Company
       for the purposes of Section 16 of the Exchange Act, as determined by
       reference to such Section 16 and to the rules, regulations, judicial
       decisions, and interpretative or "no-action" positions with respect
       thereto of the Securities and Exchange Commission, as the same may be in
       effect or set forth from time to time.

       "Option" shall mean an option, whether or not an Incentive Stock Option,
       to purchase Stock granted pursuant to the provisions of Article VI
       hereof.

       "Optionee" shall mean a person to whom an Option has been granted
       hereunder.

       "Parent" shall mean any corporation (other than the Employer) in an
       unbroken chain of corporations ending with the Employer if, at the time
       of the grant (or modification) of the Option, each of the corporations
       other than the Employer owns stock possessing 50 percent or more of the
       total combined voting power of the classes of stock in one of the other
       corporations in such chain.

                                        3


<PAGE>   8

       "Permanent and Total Disability" shall have the same meaning as given to
       that term by Code Section 22(e)(3) and any regulations or rulings
       promulgated thereunder.

       "Plan" shall mean the FNB Bancshares, Inc. 1997 Stock Option Plan, the
       terms of which are set forth herein.

       "Purchasable" shall refer to Stock which may be purchased by an Optionee
       under the terms of this Plan on or after a certain date specified in the
       applicable Stock Option Agreement.

       "Qualified Domestic Relations Order" shall have the meaning set forth in
       the Code or in the Employee Retirement Income Security Act of 1974, or
       the rules and regulations promulgated under the Code or such Act.

       "Reload Option" shall have the meaning set forth in Section 6.8 hereof.

       "Restricted Stock" shall mean Stock issued, subject to restrictions, to a
       Grantee pursuant to Article VII hereof.

       "Restriction Agreement" shall mean the agreement setting forth the terms
       of an Award, and executed by a Grantee as provided in Section 7.1 hereof.

       "SAR" means a stock appreciation right, which is the right to receive an
       amount equal to the appreciation, if any, in the Fair Market Value of a
       share of Stock from the date of the grant of the right to the date of its
       payment, all as provided in Article VIII hereof.

       "SAR Price" means the base value established by the Committee for a SAR
       on the date the SAR is granted and which is used in determining the
       amount of benefit, if any, paid to a Grantee.

       "Section 16 Insider" shall mean any person who is subject to the
       provisions of Section 16 of the Exchange Act, as provided in Rule 16a-2
       promulgated pursuant to the Exchange Act.

       "Stock" shall mean the Common Stock, par value $1.00 per share, of the
       Company or, in the event that the outstanding shares of Stock are
       hereafter changed into or exchanged for shares of a different stock or
       securities of the Company or some other entity, such other stock or
       securities.

       "Stock Option Agreement" shall mean an agreement between the Company and
       an Optionee under which the Optionee may purchase Stock hereunder, a
       sample form of which is attached hereto as Exhibit A (which form may be
       varied by the Committee in granting an Option).

                                        4


<PAGE>   9

       "Subsidiary" shall mean any corporation (other than the Employer) in an
       unbroken chain of corporations beginning with the Employer if, at the
       time of the grant (or modification) of the Option, each of the
       corporations other than the last corporation in the unbroken chain owns
       stock possessing 50 percent or more of the total combined voting power
       of all classes of stock in one of the other corporations in such chain.


                                   ARTICLE II
                                    THE PLAN

       2.1    Name. This Plan shall be known as "FNB Bancshares, Inc. 1997 Stock
Option Plan."

       2.2    Purpose. The purpose of the Plan is to advance the interests of
the Company, its Subsidiaries and its shareholders by affording certain
employees and Directors of the Company and its Subsidiaries, as well as key
consultants and advisors to the Company or any Subsidiary, an opportunity to
acquire or increase their proprietary interests in the Company. The objective of
the issuance of the Options and Awards is to promote the growth and
profitability of the Company and its Subsidiaries because the Grantees will be
provided with an additional incentive to achieve the Company's objectives
through participation in its success and growth and by encouraging their
continued association with or service to the Company.

       2.3    Effective Date. The Plan shall become effective on __________,
1997; provided, however, that if the shareholders of the Company have not
approved the Plan on or prior to the first anniversary of such effective date,
then all options granted under the Plan shall be non- Incentive Stock Options.

                                   ARTICLE III
                                  PARTICIPANTS

       The class of persons eligible to participate in the Plan shall consist of
all persons whose participation in the Plan the Committee determines to be in
the best interests of the Company which shall include, but not be limited to,
all Directors and employees, including but not limited to executive personnel,
of the Company or any Subsidiary, as well as key consultants and advisors to the
Company or any Subsidiary.

                                   ARTICLE IV
                                 ADMINISTRATION

       4.1    Duties and Powers of the Committee. The Plan shall be administered
by the Committee. The Committee shall select one of its members as its Chairman
and shall hold its meetings at such times and places as it may determine. The
Committee shall keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it may

                                        5


<PAGE>   10

deem necessary. The Committee shall have the power to act by unanimous written
consent in lieu of a meeting, and to meet telephonically. In administering the
Plan, the Committee's actions and determinations shall be binding on all
interested parties. The Committee shall have the power to grant Options or
Awards in accordance with the provisions of the Plan and may grant Options and
Awards singly, in combination, or in tandem. Subject to the provisions of the
Plan, the Committee shall have the discretion and authority to determine those
individuals to whom Options or Awards will be granted and whether such Options
shall be accompanied by the right to receive Reload Options, the number of
shares of Stock subject to each Option or Award, such other matters as are
specified herein, and any other terms and conditions of a Stock Option Agreement
or Restriction Agreement. The Committee shall also have the discretion and
authority to delegate to any Officer its powers to grant Options or Awards under
the Plan to any person who is an employee of the Company but not an Officer or
Director. To the extent not inconsistent with the provisions of the Plan, the
Committee may give a Grantee an election to surrender an Option or Award in
exchange for the grant of a new Option or Award, and shall have the authority to
amend or modify an outstanding Stock Option Agreement or Restriction Agreement,
or to waive any provision thereof, provided that the Grantee consents to such
action.

       4.2    Interpretation; Rules. Subject to the express provisions of the
Plan, the Committee also shall have complete authority to interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to it, to determine
the details and provisions of each Stock Option Agreement, and to make all other
determinations necessary or advisable for the administration of the Plan,
including, without limitation, the amending or altering of the Plan and any
Options or Awards granted hereunder as may be required to comply with or to
conform to any federal, state, or local laws or regulations.

       4.3    No Liability. Neither any member of the Board nor any member of
the Committee shall be liable to any person for any act or determination made in
good faith with respect to the Plan or any Option or Award granted hereunder.

       4.4    Majority Rule. A majority of the members of the Committee shall
constitute a quorum, and any action taken by a majority at a meeting at which a
quorum is present, or any action taken without a meeting evidenced by a writing
executed by all the members of the Committee, shall constitute the action of the
Committee.

       4.5    Company Assistance. The Company shall supply full and timely
information to the Committee on all matters relating to eligible persons, their
employment, death, retirement, disability, or other termination of employment,
and such other pertinent facts as the Committee may require. The Company shall
furnish the Committee with such clerical and other assistance as is necessary in
the performance of its duties.


                                    ARTICLE V
                         SHARES OF STOCK SUBJECT TO PLAN

       5.1    Limitations. Subject to any antidilution adjustment pursuant to
the provisions of Section 5.2 hereof, the maximum number of shares of Stock that
may be issued hereunder shall

                                        6

<PAGE>   11

be 92,451. Any or all shares of Stock subject to the Plan may be issued in any
combination of Incentive Stock Options, non-Incentive Stock Options, Restricted
Stock, or SARs, and the amount of Stock subject to the Plan may be increased
from time to time in accordance with Article X, provided that the total number
of shares of Stock issuable pursuant to Incentive Stock Options may not be
increased to more than 92,451 (other than pursuant to anti-dilution adjustments)
without shareholder approval. Shares subject to an Option or issued as an Award
may be either authorized and unissued shares or shares issued and later acquired
by the Company. The shares covered by any unexercised portion of an Option that
has terminated for any reason (except as set forth in the following paragraph),
or any forfeited portion of an Award, may again be optioned or awarded under the
Plan, and such shares shall not be considered as having been optioned or issued
in computing the number of shares of Stock remaining available for option or
award hereunder.

       If Options are issued in respect of options to acquire stock of any
entity acquired, by merger or otherwise, by the Company (or any Subsidiary of
the Company), to the extent that such issuance shall not be inconsistent with
the terms, limitations and conditions of Code section 422 or Rule 16b-3 under
the Exchange Act, the aggregate number of shares of Stock for which Options may
be granted hereunder shall automatically be increased by the number of shares
subject to the Options so issued; provided, however, that the aggregate number
of shares of Stock for which Options may be granted hereunder shall
automatically be decreased by the number of shares covered by any unexercised
portion of an Option so issued that has terminated for any reason, and the
shares subject to any such unexercised portion may not be optioned to any other
person.

       5.2    Antidilution.

              (a)    If (x) the outstanding shares of Stock are changed into or
exchanged for a different number or kind of shares or other securities of the
Company by reason of merger, consolidation, reorganization, recapitalization,
reclassification, combination or exchange of shares, or stock split or stock
dividend, (y) any spin-off, spin-out or other distribution of assets materially
affects the price of the Company's stock, or (z) there is any assumption and
conversion to the Plan by the Company of an acquired company's outstanding
option grants, then:

                     (i) the aggregate number and kind of shares of Stock for
              which Options or Awards may be granted hereunder shall be adjusted
              proportionately by the Committee; and

                     (ii) the rights of Optionees (concerning the number of
              shares subject to Options and the Exercise Price) under
              outstanding Options and the rights of the holders of Awards
              (concerning the terms and conditions of the lapse of any then-
              remaining restrictions), shall be adjusted proportionately by the
              Committee.

              (b)    If the Company shall be a party to any reorganization in
which it does not survive, involving merger, consolidation, or acquisition of
the stock or substantially all the assets of the Company, the Committee, in its
discretion, may:

                                        7


<PAGE>   12

                     (i) notwithstanding other provisions hereof, declare that
              all Options granted under the Plan shall become exercisable
              immediately notwithstanding the provisions of the respective Stock
              Option Agreements regarding exercisability, that all such Options
              shall terminate 30 days after the Committee gives written notice
              of the immediate right to exercise all such Options and of the
              decision to terminate all Options not exercised within such 30-day
              period, and that all then- remaining restrictions pertaining to
              Awards under the Plan shall immediately lapse; and/or

                     (ii) notify all Grantees that all Options or Awards granted
              under the Plan shall be assumed by the successor corporation or
              substituted on an equitable basis with options or restricted stock
              issued by such successor corporation.

              (c)    If the Company is to be liquidated or dissolved in
connection with a reorganization described in Section 5.2(b), the provisions of
such Section shall apply. In all other instances, the adoption of a plan of
dissolution or liquidation of the Company shall, notwithstanding other
provisions hereof, cause all then-remaining restrictions pertaining to Awards
under the Plan to lapse, and shall cause every Option outstanding under the Plan
to terminate to the extent not exercised prior to the adoption of the plan of
dissolution or liquidation by the shareholders, provided that, notwithstanding
other provisions hereof, the Committee may declare all Options granted under the
Plan to be exercisable at any time on or before the fifth business day following
such adoption notwithstanding the provisions of the respective Stock Option
Agreements regarding exercisability.

              (d)    The adjustments described in paragraphs (a) through (c) of
this Section 5.2, and the manner of their application, shall be determined
solely by the Committee, and any such adjustment may provide for the elimination
of fractional share interests; provided, however, that any adjustment made by
the Board or the Committee shall be made in a manner that will not cause an
Incentive Stock Option to be other than an Incentive Stock Option under
applicable statutory and regulatory provisions. The adjustments required under
this Article V shall apply to any successors of the Company and shall be made
regardless of the number or type of successive events requiring such
adjustments.

                                   ARTICLE VI
                                     OPTIONS

       6.1    Types of Options Granted. The Committee may, under this Plan,
grant either Incentive Stock Options or Options which do not qualify as
Incentive Stock Options. Within the limitations provided in this Plan, both
types of Options may be granted to the same person at the same time, or at
different times, under different terms and conditions, as long as the terms and
conditions of each Option are consistent with the provisions of the Plan.
Without limitation of the foregoing, Options may be granted subject to
conditions based on the financial performance of the Company or any other factor
the Committee deems relevant.

                                        8


<PAGE>   13

       6.2    Option Grant and Agreement. Each Option granted hereunder shall be
evidenced by minutes of a meeting or the written consent of the Committee and by
a written Stock Option Agreement executed by the Company and the Optionee. The
terms of the Option, including the Option's duration, time or times of exercise,
exercise price, whether the Option is intended to be an Incentive Stock Option,
and whether the Option is to be accompanied by the right to receive a Reload
Option, shall be stated in the Stock Option Agreement. No Incentive Stock Option
may be granted more than ten years after the earlier to occur of the effective
date of the Plan or the date the Plan is approved by the Company's shareholders.

       Separate Stock Option Agreements may be used for Options intended to be
Incentive Stock Options and those not so intended, but any failure to use such
separate agreements shall not invalidate, or otherwise adversely affect the
Optionee's interest in, the Options evidenced thereby.

       6.3    Optionee Limitations. The Committee shall not grant an Incentive
Stock Option to any person who, at the time the Incentive Stock Option is
granted:

              (a)    is not an employee of the Company or any of its
Subsidiaries; or

              (b)    owns or is considered to own stock possessing at least 10%
of the total combined voting power of all classes of stock of the Company or any
of its Parent or Subsidiary corporations; provided, however, that this
limitation shall not apply if at the time an Incentive Stock Option is granted
the Exercise Price is at least 110% of the Fair Market Value of the Stock
subject to such Option and such Option by its terms would not be exercisable
after five years from the date on which the Option is granted. For the purpose
of this subsection (b), a person shall be considered to own: (i) the stock
owned, directly or indirectly, by or for his or her brothers and sisters
(whether by whole or half blood), spouse, ancestors and lineal descendants; (ii)
the stock owned, directly or indirectly, by or for a corporation, partnership,
estate, or trust in proportion to such person's stock interest, partnership
interest or beneficial interest therein; and (iii) the stock which such person
may purchase under any outstanding options of the Employer or of any Parent or
Subsidiary of the Employer.

       6.4    $100,000 Limitation. Except as provided below, the Committee shall
not grant an Incentive Stock Option to, or modify the exercise provisions of
outstanding Incentive Stock Options held by, any person who, at the time the
Incentive Stock Option is granted (or modified), would thereby receive or hold
any Incentive Stock Options of the Employer and any Parent or Subsidiary of the
Employer, such that the aggregate Fair Market Value (determined as of the
respective dates of grant or modification of each option) of the stock with
respect to which such Incentive Stock Options are exercisable for the first time
during any calendar year is in excess of $100,000 (or such other limit as may be
prescribed by the Code from time to time); provided that the foregoing
restriction on modification of outstanding Incentive Stock Options shall not
preclude the Committee from modifying an outstanding Incentive Stock Option if,
as a result of such modification and with the consent of the Optionee, such
Option no longer constitutes an Incentive Stock Option; and provided that, if
the $100,000 limitation (or such other limitation prescribed by the Code)
described in this Section 6.4 is exceeded, the Incentive Stock Option, the
granting or modification of which resulted in the exceeding of such limit, shall

                                        9


<PAGE>   14

be treated as an Incentive Stock Option up to the limitation and the excess
shall be treated as an Option not qualifying as an Incentive Stock Option.

       6.5    Exercise Price. The Exercise Price of the Stock subject to each
Option shall be determined by the Committee. Subject to the provisions of
Section 6.3(b) hereof, the Exercise Price of an Incentive Stock Option shall not
be less than the Fair Market Value of the Stock as of the date the Option is
granted (or in the case of an Incentive Stock Option that is subsequently
modified, on the date of such modification).

       6.6    Exercise Period. The period for the exercise of each Option
granted hereunder shall be determined by the Committee, but the Stock Option
Agreement with respect to each Option intended to be an Incentive Stock Option
shall provide that such Option shall not be exercisable after the expiration of
ten years from the date of grant (or modification) of the Option.

       6.7    Option Exercise.

              (a)    Unless otherwise provided in the Stock Option Agreement or
Section 6.6 hereof, an Option may be exercised at any time or from time to time
during the term of the Option as to any or all full shares which have become
Purchasable under the provisions of the Option, but not at any time as to less
than 100 shares unless the remaining shares that have become so Purchasable are
less than 100 shares. The Committee shall have the authority to prescribe in any
Stock Option Agreement that the Option may be exercised only in accordance with
a vesting schedule during the term of the Option.

              (b)    An Option shall be exercised by (i) delivery to the Company
at its principal office a written notice of exercise with respect to a specified
number of shares of Stock and (ii) payment to the Company at that office of the
full amount of the Exercise Price for such number of shares in accordance with
Section 6.7(c). If requested by an Optionee, an Option may be exercised with the
involvement of a stockbroker in accordance with the federal margin rules set
forth in Regulation T (in which case the certificates representing the
underlying shares will be delivered by the Company directly to the stockbroker).

              (c)    The Exercise Price is to be paid in full in cash upon the
exercise of the Option and the Company shall not be required to deliver
certificates for the shares purchased until such payment has been made;
provided, however, that in lieu of cash, all or any portion of the Exercise
Price may be paid by tendering to the Company shares of Stock duly endorsed for
transfer and owned by the Optionee, or by authorization to the Company to
withhold shares of Stock otherwise issuable upon exercise of the Option, in each
case to be credited against the Exercise Price at the Fair Market Value of such
shares on the date of exercise (however, no fractional shares may be so
transferred, and the Company shall not be obligated to make any cash payments in
consideration of any excess of the aggregate Fair Market Value of shares
transferred over the aggregate Exercise Price); provided further, that the Board
may provide in a Stock Option Agreement (or may otherwise determine in its sole
discretion at the time of exercise) that, in lieu of cash or shares, all or a
portion of the Exercise Price may be paid by

                                       10


<PAGE>   15

the Optionee's execution of a recourse note equal to the Exercise Price or
relevant portion thereof, subject to compliance with applicable state and
federal laws, rules and regulations.

              (d)    In addition to and at the time of payment of the Exercise
Price, the Optionee shall pay to the Company in cash the full amount of any
federal, state, and local income, employment, or other withholding taxes
applicable to the taxable income of such Optionee resulting from such exercise;
provided, however, that in the discretion of the Committee any Stock Option
Agreement may provide that all or any portion of such tax obligations, together
with additional taxes not exceeding the actual additional taxes to be owed by
the Optionee as a result of such exercise, may, upon the irrevocable election of
the Optionee, be paid by tendering to the Company whole shares of Stock duly
endorsed for transfer and owned by the Optionee, or by authorization to the
Company to withhold shares of Stock otherwise issuable upon exercise of the
Option, in either case in that number of shares having a Fair Market Value on
the date of exercise equal to the amount of such taxes thereby being paid, and
subject to such restrictions as to the approval and timing of any such election
as the Committee may from time to time determine to be necessary or appropriate
to satisfy the conditions of the exemption set forth in Rule 16b-3 under the
Exchange Act, if such rule is applicable.

              (e)    The holder of an Option shall not have any of the rights of
a shareholder with respect to the shares of Stock subject to the Option until
such shares have been issued and transferred to the Optionee upon the exercise
of the Option.

       6.8    Reload Options.

       (a)    The Committee may specify in a Stock Option Agreement (or may
otherwise determine in its sole discretion) that a Reload Option shall be
granted, without further action of the Committee, (i) to an Optionee who
exercises an Option (including a Reload Option) by surrendering shares of Stock
in payment of amounts specified in Sections 6.7(c) or 6.7(d) hereof, (ii) for
the same number of shares as are surrendered to pay such amounts, (iii) as of
the date of such payment and at an Exercise Price equal to the Fair Market Value
of the Stock on such date, and (iv) otherwise on the same terms and conditions
as the Option whose exercise has occasioned such payment, except as provided
below and subject to such other contingencies, conditions, or other terms as the
Committee shall specify at the time such exercised Option is granted; provided,
that the shares surrendered in payment as provided above must have been held by
the Optionee for at least six months prior to such surrender.

       (b)    Unless provided otherwise in the Stock Option Agreement, a Reload
Option may not be exercised by an Optionee (i) prior to the end of a one-year
period from the date that the Reload Option is granted, and (ii) unless the
Optionee retains beneficial ownership of the shares of Stock issued to such
Optionee upon exercise of the Option referred to above in Section 6.8(a)(i) for
a period of one year from the date of such exercise.

       6.9    Nontransferability of Option. No Option shall be transferable by
an Optionee other than by will or the laws of descent and distribution or, in
the case of non-Incentive Stock Options, pursuant to a Qualified Domestic
Relations Order. During the lifetime of an Optionee,

                                       11


<PAGE>   16

Options shall be exercisable only by such Optionee (or by such Optionee's
guardian or legal representative, should one be appointed).

       6.10   Termination of Employment or Service. The Committee shall have the
power to specify, with respect to the Options granted to a particular Optionee,
the effect upon such Optionee's right to exercise an Option of termination of
such Optionee's employment or service under various circumstances, which effect
may include immediate or deferred termination of such Optionee's rights under an
Option, or acceleration of the date at which an Option may be exercised in full;
provided, however, that in no event may an Incentive Stock Option be exercised
after the expiration of ten years from the date of grant thereof.

       6.11   Employment Rights. Nothing in the Plan or in any Stock Option
Agreement shall confer on any person any right to continue in the employ of the
Company or any of its Subsidiaries, or shall interfere in any way with the right
of the Company or any of its Subsidiaries to terminate such person's employment
at any time.

       6.12   Certain Successor Options. To the extent not inconsistent with the
terms, limitations and conditions of Code section 422 and any regulations
promulgated with respect thereto, an Option issued in respect of an option held
by an employee to acquire stock of any entity acquired, by merger or otherwise,
by the Company (or any Subsidiary of the Company) may contain terms that differ
from those stated in this Article VI, but solely to the extent necessary to
preserve for any such employee the rights and benefits contained in such
predecessor option, or to satisfy the requirements of Code section 424(a).

       6.13   Effect of Change in Control. The Committee may determine, at the
time of granting an Option or thereafter, that such Option shall become
exercisable on an accelerated basis in the event that a Change in Control occurs
with respect to the Company (and the Committee shall have the discretion to
modify the definition of a Change in Control in a particular Option Agreement).
If the Committee finds that there is a reasonable possibility that, within the
succeeding six months, a Change in Control will occur with respect to the
Company, then the Committee may determine that all outstanding Options shall be
exercisable on an accelerated basis.


                                   ARTICLE VII
                                RESTRICTED STOCK

       7.1    Awards of Restricted Stock. The Committee may grant Awards of
Restricted Stock, which shall be governed by a Restriction Agreement between the
Company and the Grantee. Each Restriction Agreement shall contain such
restrictions, terms, and conditions as the Committee may, in its discretion,
determine, and may require that an appropriate legend be placed on the
certificates evidencing the subject Restricted Stock.

       Shares of Restricted Stock granted pursuant to an Award hereunder shall
be issued in the name of the Grantee as soon as reasonably practicable after the
Award is granted, provided that the Grantee has executed the Restriction
Agreement governing the Award, the appropriate blank

                                       12


<PAGE>   17

stock powers and, in the discretion of the Committee, an escrow agreement and
any other documents which the Committee may require as a condition to the
issuance of such Shares. If a Grantee shall fail to execute the foregoing
documents within any time period prescribed by the Committee, the Award shall be
void. At the discretion of the Committee, Shares issued in connection with an
Award shall be deposited together with the stock powers with an escrow agent
designated by the Committee. Unless the Committee determines otherwise and as
set forth in the Restriction Agreement, upon delivery of the Shares to the
escrow agent, the Grantee shall have all of the rights of a shareholder with
respect to such Shares, including the right to vote the Shares and to receive
all dividends or other distributions paid or made with respect to the Shares.

       7.2    Non-Transferability. Until any restrictions upon Restricted Stock
awarded to a Grantee shall have lapsed in a manner set forth in Section 7.3,
such shares of Restricted Stock shall not be transferable other than by will or
the laws of descent and distribution, or pursuant to a Qualified Domestic
Relations Order, nor shall they be delivered to the Grantee.

       7.3    Lapse of Restrictions. Restrictions upon Restricted Stock awarded
hereunder shall lapse at such time or times (but, with respect to any award to a
Grantee who is also a Section 16 Insider, not less than six months after the
date of the Award) and on such terms and conditions as the Committee may, in its
discretion, determine at the time the Award is granted or thereafter.

       7.4    Termination of Employment. The Committee shall have the power to
specify, with respect to each Award granted to any particular Grantee, the
effect upon such Grantee's rights with respect to such Restricted Stock of the
termination of such Grantee's employment under various circumstances, which
effect may include immediate or deferred forfeiture of such Restricted Stock or
acceleration of the date at which any then-remaining restrictions shall lapse.

       7.5    Treatment of Dividends. At the time an Award of Restricted Stock
is made the Committee may, in its discretion, determine that the payment to the
Grantee of any dividends, or a specified portion thereof, declared or paid on
such Restricted Stock shall be (i) deferred until the lapsing of the relevant
restrictions and (ii) held by the Company for the account of the Grantee until
such lapsing. In the event of such deferral, there shall be credited at the end
of each year (or portion thereof) interest on the amount of the account at the
beginning of the year at a rate per annum determined by the Committee. Payment
of deferred dividends, together with interest thereon, shall be made upon the
lapsing of restrictions imposed on such Restricted Stock, and any dividends
deferred (together with any interest thereon) in respect of Restricted Stock
shall be forfeited upon any forfeiture of such Restricted Stock.

       7.6    Delivery of Shares. Except as provided otherwise in Article IX
below, within a reasonable period of time following the lapse of the
restrictions on shares of Restricted Stock, the Committee shall cause a stock
certificate to be delivered to the Grantee with respect to such shares and such
shares shall be free of all restrictions hereunder.

                                       13


<PAGE>   18

                                  ARTICLE VIII
                            STOCK APPRECIATION RIGHTS

       8.1    SAR Grants. The Committee, in its sole discretion, may grant to
any Grantee a SAR. The Committee may impose such conditions or restrictions on
the exercise of any SAR as it may deem appropriate, including, without
limitation, restricting the time of exercise of the SAR to specified periods as
may be necessary to satisfy the requirements of Rule 16b-3.

       8.2    Determination of Price. The SAR Price shall be established by the
Committee in its sole discretion. The SAR Price shall not be less than 100% of
Fair Market Value of the Stock on the date the SAR is granted for a SAR issued
in tandem with an Incentive Stock Option.

       8.3    Exercise of a SAR. Upon exercise of a SAR, the Grantee shall be
entitled, subject to the terms and conditions of this Plan and the Agreement, to
receive the excess for each share of Stock being exercised under the SAR of (i)
the Fair Market Value of such share of Stock on the date of exercise over (ii)
the SAR Price for such share of Stock.

       8.4    Payment for a SAR. At the sole discretion of the Committee, the
payment of such excess shall be made in (i) cash, (ii) shares of Stock, or (iii)
a combination of both. Shares of Stock used for this payment shall be valued at
their Fair Market Value on the date of exercise of the applicable SAR.

       8.5    Status of a SAR under the Plan. Shares of Stock subject to an
Award of a SAR shall be considered shares of Stock which may be issued under the
Plan for purposes of Section 5.1 hereof, unless the Agreement making the Award
of the SAR provides that the exercise of such SAR results in the termination of
an unexercised Option for the same number of shares of Stock.

       8.6    Termination of SARs. A SAR may be terminated as follows:

              (a)    During the period of continuous employment with the
Company, Parent or Subsidiary, a SAR will be terminated only if it has been
fully exercised or it has expired by its terms.

              (b)    Upon termination of employment, the SAR will terminate upon
the earliest of (i) the full exercise of the SAR, (ii) the expiration of the SAR
by its terms, and (iii) not more than three months following the date of
employment termination; provided, however, should termination of employment (A)
result from the death or Permanent and Total Disability of the Grantee, the
period referenced in clause (iii) hereof shall be one year or (B) be for Cause,
the SAR will terminate on the date of employment termination. For purposes of
the Plan, a leave of absence approved by the Company shall not be deemed to be
termination of employment unless otherwise provided in the Agreement or by the
Company on the date of the leave of absence.

                                       14


<PAGE>   19

              (c)    Subject to the terms of the Agreement with the Grantee, if
       a Grantee shall die or become subject to a Permanent and Total Disability
       prior to the termination of employment with the Company, Parent or
       Subsidiary and prior to the termination of a SAR, such SAR may be
       exercised to the extent that the Grantee shall have been entitled to
       exercise it at the time of death or disability, as the case may be, by
       the Grantee, the estate of the Grantee or the person or persons to whom
       the SAR may have been transferred by will or by the laws of descent and
       distribution.

              (d)    Except as otherwise expressly provided in the Agreement
       with the Grantee, in no event will the continuation of the term of a SAR
       beyond the date of termination of employment allow the Employee, or his
       beneficiaries or heirs, to accrue additional rights under the Plan, have
       additional SARs available for exercise, or receive a higher benefit than
       the benefit payable as if the SAR had been exercised on the date of
       employment termination.

       8.7    No Shareholder Rights. The Grantee shall have no rights as a
shareholder with respect to a SAR. In addition, no adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or rights except as provided in Section 5.2 hereof.

                                   ARTICLE IX
                               STOCK CERTIFICATES

       The Company shall not be required to issue or deliver any certificate for
shares of Stock purchased upon the exercise of any Option granted hereunder or
any portion thereof, or deliver any certificate for shares of Restricted Stock
granted hereunder, prior to fulfillment of all of the following conditions:

       (a)    The admission of such shares to listing on all stock exchanges on
which the Stock is then listed;

       (b)    The completion of any registration or other qualification of such
shares which the Committee shall deem necessary or advisable under any federal
or state law or under the rulings or regulations of the Securities and Exchange
Commission or any other governmental regulatory body;

       (c)    The obtaining of any approval or other clearance from any federal
or state governmental agency or body which the Committee shall determine to be
necessary or advisable; and

       (d)    The lapse of such reasonable period of time following the exercise
of the Option as the Board from time to time may establish for reasons of
administrative convenience.

                                       15


<PAGE>   20

       Stock certificates issued and delivered to Grantees shall bear such
restrictive legends as the Company shall deem necessary or advisable pursuant to
applicable federal and state securities laws.

                                    ARTICLE X
                            TERMINATION AND AMENDMENT

       10.1   Termination and Amendment. The Board may at any time terminate the
Plan; provided, however, that the Board (unless its actions are approved or
ratified by the shareholders of the Company within twelve months of the date
that the Board amends the Plan) may not amend the Plan to:

              (a)    Increase the total number of shares of Stock issuable
pursuant to Incentive Stock Options under the Plan, except as contemplated in
Section 5.2 hereof; or

              (b)    Change the class of employees eligible to receive Incentive
Stock Options that may participate in the Plan.

       10.2   Effect on Grantee's Rights. No termination, amendment, or
modification of the Plan shall affect adversely a Grantee's rights under a Stock
Option Agreement or Restriction Agreement without the consent of the Grantee or
his legal representative.

                                   ARTICLE XI
                    RELATIONSHIP TO OTHER COMPENSATION PLANS

       The adoption of the Plan shall not affect any other stock option,
incentive, or other compensation plans in effect for the Company or any of its
Subsidiaries; nor shall the adoption of the Plan preclude the Company or any of
its Subsidiaries from establishing any other form of incentive or other
compensation plan for employees or Directors of the Company or any of its
Subsidiaries.

                                   ARTICLE XII
                                  MISCELLANEOUS

       12.1   Replacement or Amended Grants. At the sole discretion of the
Committee, and subject to the terms of the Plan, the Committee may modify
outstanding Options or Awards or accept the surrender of outstanding Options or
Awards and grant new Options or Awards in substitution for them. However no
modification of an Option or Award shall adversely affect a Grantee's rights
under a Stock Option Agreement or Restriction Agreement without the consent of
the Grantee or his legal representative.

       12.2   Forfeiture for Competition. If a Grantee provides services to a
competitor of the Company or any of its Subsidiaries, whether as an employee,
officer, director,

                                       16


<PAGE>   21

independent contractor, consultant, agent, or otherwise, such services being of
a nature that can reasonably be expected to involve the skills and experience
used or developed by the Grantee while an Employee, then that Grantee's rights
under any Options outstanding hereunder shall be forfeited and terminated, and
any shares of Restricted Stock held by such Grantee subject to remaining
restrictions shall be forfeited, subject in each case to a determination to the
contrary by the Committee.

       12.3   Plan Binding on Successors. The Plan shall be binding upon the
successors and assigns of the Company.

       12.4   Singular, Plural; Gender. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.

       12.5   Headings, etc., No Part of Plan. Headings of Articles and Sections
hereof are inserted for convenience and reference; they do not constitute part
of the Plan.

       12.6   Interpretation. With respect to Section 16 Insiders, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the Exchange Act. To the extent any provision of
the Plan or action by the Plan administrators fails to so comply, it shall be
deemed void to the extent permitted by law and deemed advisable by the Plan
administrators.

                   *                  *                  *                  *

                                       17


<PAGE>   22

                                                  Exhibit A to
                                                  FNB Bancshares, Inc.
                                                  1997 Stock Option Plan -
                                                  Form of Stock Option Agreement

                              FNB BANCSHARES, INC.
                             STOCK OPTION AGREEMENT

       THIS STOCK OPTION AGREEMENT (this "Agreement"), entered into as of this
day of ____, ____, by and between FNB Bancshares, Inc., a South Carolina
corporation (the "Company"), and _________________ (the "Optionee").

       WHEREAS, on March 25, 1997, the Board of Directors of the Company adopted
a stock option plan known as the "FNB Bancshares, Inc. 1997 Stock Option Plan"
(the "Plan"), and recommended that the Plan be approved by the Company's
shareholders; and

       WHEREAS, the Committee has granted the Optionee a stock option to
purchase the number of shares of the Company's common stock as set forth below,
and in consideration of the granting of that stock option the Optionee intends
to remain in the employ of the Company; and

       WHEREAS, the Company and the Optionee desire to enter into a written
agreement with respect to such option in accordance with the Plan.

       NOW, THEREFORE, as an employment incentive and to encourage stock
ownership, and also in consideration of the mutual covenants contained herein,
the parties hereto agree as follows.

       1. Incorporation of Plan. This option is granted pursuant to the
provisions of the Plan and the terms and definitions of the Plan are
incorporated herein by reference and made a part hereof. A copy of the Plan has
been delivered to, and receipt is hereby acknowledged by, the Optionee.

       2. Grant of Option. Subject to the terms, restrictions, limitations and
conditions stated herein, the Company hereby evidences its grant to the
Optionee, not in lieu of salary or other compensation, of the right and option
(the "Option") to purchase all or any part of the number of shares of the
Company's Common Stock, par value $1.00 per share (the "Stock"), set forth on
Schedule A attached hereto and incorporated herein by reference. The Option
shall be exercisable in the amounts and at the time specified on Schedule A. The
Option shall expire and shall not be exercisable on the date specified on
Schedule A or on such earlier date as determined pursuant to Section 8, 9, or 10
hereof. Schedule A states whether the Option is intended to be an Incentive
Stock Option.

                                        i


<PAGE>   23

       3. Purchase Price. The price per share to be paid by the Optionee for the
shares subject to this Option (the "Exercise Price") shall be as specified on
Schedule A, which price shall be an amount not less than the Fair Market Value
of a share of Stock as of the Date of Grant (as defined in Section 11 below) if
the Option is an Incentive Stock Option.

       4. Exercise Terms. The Optionee must exercise the Option for at least the
lesser of 100 shares or the number of shares of Purchasable Stock as to which
the Option remains unexercised. In the event this Option is not exercised with
respect to all or any part of the shares subject to this Option prior to its
expiration, the shares with respect to which this Option was not exercised shall
no longer be subject to this Option.

       5. Option Non-Transferable. No Option shall be transferable by an
Optionee other than by will or the laws of descent and distribution or, in the
case of non-Incentive Stock Options, pursuant to a Qualified Domestic Relations
Order. During the lifetime of an Optionee, Options shall be exercisable only by
such Optionee (or by such Optionee's guardian or legal representative, should
one be appointed).

       6. Notice of Exercise of Option. This Option may be exercised by the
Optionee, or by the Optionee's administrators, executors or personal
representatives, by a written notice (in substantially the form of the Notice of
Exercise attached hereto as Schedule B) signed by the Optionee, or by such
administrators, executors or personal representatives, and delivered or mailed
to the Company as specified in Section 14 hereof to the attention of the
President or such other officer as the Company may designate. Any such notice
shall (a) specify the number of shares of Stock which the Optionee or the
Optionee's administrators, executors or personal representatives, as the case
may be, then elects to purchase hereunder, (b) contain such information as may
be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by
(i) a certified or cashier's check payable to the Company in payment of the
total Exercise Price applicable to such shares as provided herein, (ii) shares
of Stock owned by the Optionee and duly endorsed or accompanied by stock
transfer powers having a Fair Market Value equal to the total Exercise Price
applicable to such shares purchased hereunder, or (iii) a certified or cashier's
check accompanied by the number of shares of Stock whose Fair Market Value when
added to the amount of the check equals the total Exercise Price applicable to
such shares purchased hereunder. Upon receipt of any such notice and
accompanying payment, and subject to the terms hereof, the Company agrees to
issue to the Optionee or the Optionee's administrators, executors or personal
representatives, as the case may be, stock certificates for the number of shares
specified in such notice registered in the name of the person exercising this
Option.

       7. Adjustment in Option. The number of Shares subject to this Option, the
Exercise Price and other matters are subject to adjustment during the term of
this Option in accordance with Section 5.2 of the Plan.

                                       ii


<PAGE>   24

       8. Termination of Employment.

       (a) Except as otherwise specified in Schedule A hereto, in the event of
the termination of the Optionee's employment with the Company or any of its
Subsidiaries, other than a termination that is either (i) for cause, (ii)
voluntary on the part of the Optionee and without written consent of the
Company, or (iii) for reasons of death or disability or retirement, the Optionee
may exercise this Option at any time within 30 days after such termination to
the extent of the number of shares which were Purchasable hereunder at the date
of such termination.

       (b) Except as specified in Schedule A attached hereto, in the event of a
termination of the Optionee's employment that is either (i) for cause or (ii)
voluntary on the part of the Optionee and without the written consent of the
Company, this Option, to the extent not previously exercised, shall terminate
immediately and shall not thereafter be or become exercisable.

       (c) Unless and to the extent otherwise provided in Exhibit A hereto, in
the event of the retirement of the Optionee at the normal retirement date as
prescribed from time to time by the Company or any Subsidiary, the Optionee
shall continue to have the right to exercise any Options for shares which were
Purchasable at the date of the Optionee's retirement provided that, on the date
which is three months after the date of retirement, the Options will become void
and unexercisable unless on the date of retirement the Optionee enters into a
noncompete agreement with FNB Bancshares, Inc. and continues to comply with such
noncompete agreement. This Option does not confer upon the Optionee any right
with respect to continuance of employment by the Company or by any of its
Subsidiaries. This Option shall not be affected by any change of employment so
long as the Optionee continues to be an employee of the Company or one of its
Subsidiaries.

       9. Disabled Optionee. In the event of termination of employment because
of the Optionee's becoming a Disabled Optionee, the Optionee (or his or her
personal representative) may exercise this Option, within a period ending on the
earlier of (a) the last day of the one year period following the Optionee's
death or (b) the expiration date of this Option, to the extent of the number of
shares which were Purchasable hereunder at the date of such termination.

       10. Death of Optionee. Except as otherwise set forth in Schedule A with
respect to the rights of the Optionee upon termination of employment under
Section 8(a) above, in the event of the Optionee's death while employed by the
Company or any of its Subsidiaries or within three months after a termination of
such employment (if such termination was neither (i) for cause nor (ii)
voluntary on the part of the Optionee and without the written consent of the
Company), the appropriate persons described in Section 6 hereof or persons to
whom all or a portion of this Option is transferred in accordance with Section 5
hereof may exercise this Option at any time within a period ending on the
earlier of (a) the last day of the one year period following the Optionee's
death or (b) the expiration date of this Option. If the

                                       iii


<PAGE>   25

Optionee was an employee of the Company at the time of death, this Option may be
so exercised to the extent of the number of shares that were Purchasable
hereunder at the date of death. If the Optionee's employment terminated prior to
his or her death, this Option may be exercised only to the extent of the number
of shares covered by this Option which were Purchasable hereunder at the date of
such termination.

       11. Date of Grant. This Option was granted by the Board of Directors of
the Company on the date set forth in Schedule A (the "Date of Grant").

       12. Compliance with Regulatory Matters. The Optionee acknowledges that
the issuance of capital stock of the Company is subject to limitations imposed
by federal and state law and the Optionee hereby agrees that the Company shall
not be obligated to issue any shares of Stock upon exercise of this Option that
would cause the Company to violate law or any rule, regulation, order or consent
decree of any regulatory authority (including without limitation the Securities
and Exchange Commission) having jurisdiction over the affairs of the Company.
The Optionee agrees that he or she will provide the Company with such
information as is reasonably requested by the Company or its counsel to
determine whether the issuance of Stock complies with the provisions described
by this Section 12.

       13. Restriction on Disposition of Shares. The shares purchased pursuant
to the exercise of an Incentive Stock Option shall not be transferred by the
Optionee except pursuant to the Optionee's will, or the laws of descent and
distribution, until such date which is the later of two years after the grant of
such Incentive Stock Option or one year after the transfer of the shares to the
Optionee pursuant to the exercise of such Incentive Stock Option.

       14. Miscellaneous.

       (a) This Agreement shall be binding upon the parties hereto and their
representatives, successors and assigns.

       (b) This Agreement is executed and delivered in, and shall be governed by
the laws of, the State of South Carolina.

       (c) Any requests or notices to be given hereunder shall be deemed given,
and any elections or exercises to be made or accomplished shall be deemed made
or accomplished, upon actual delivery thereof to the designated recipient, or
three days after deposit thereof in the United States mail, registered, return
receipt requested and postage prepaid, addressed, if to the Optionee, at the
address set forth below and, if to the Company, to the executive offices of the
Company at 303 North Granard Street, Gaffney, South Carolina 29342.

       (d) This Agreement may not be modified except in writing executed by each
of the parties hereto.

                                       iv


<PAGE>   26

       IN WITNESS WHEREOF, the Board of Directors of the Company has caused this
Stock Option Agreement to be executed on behalf of the Company and the Company's
seal to be affixed hereto and attested by the Secretary or an Assistant
Secretary of the Company, and the Optionee has executed this Stock Option
Agreement under seal, all as of the day and year first above written.

FNB BANCSHARES, INC.                    OPTIONEE


By:___________________________          _____________________
     Name:                              Name:
     Title:                             Address:

ATTEST:                                 _____________________
                                        _____________________

_____________________________
Secretary/Assistant Secretary

[SEAL]

                                        v


<PAGE>   27

                                   SCHEDULE A
                                       TO
                             STOCK OPTION AGREEMENT
                                     BETWEEN
                              FNB BANCSHARES, INC.
                                       AND
                             ______________________
                                 DATED:_________

1.       Number of Shares Subject to Option:__________________________ Shares.

2.       This Option (Check one) [ ] is [ ] is not an Incentive Stock Option.

3.       Option Exercise Price:  $_______________ per Share.

4.       Date of Grant:_________________

5.       Option Vesting Schedule:

              Check one:

              ( )    Options are exercisable with respect to all shares on or
                     after the date hereof
              ( )    Options are exercisable with respect to the number of
                     shares indicated below on or after the date indicated next
                     to the number of shares:

                      No. of Shares                               Vesting Date

6.       Option Exercise Period:

              Check One:

              ( )    All options expire and are void unless exercised on or
                     before_________, 19__.
              ( )    Options expire and are void unless exercised on or before
                     the date indicated next to the number of shares:

                     No. of Shares                               Expiration Date

7.       Effect of Termination of Employment of Optionee (if different from that
         set forth in Sections 8 and 10 of the Stock Option Agreement):



<PAGE>   28

                                   SCHEDULE B

                               NOTICE OF EXERCISE

       The undersigned hereby notifies FNB Bancshares, Inc. (the "Company") of
this election to exercise the undersigned's stock option to purchase shares of
the Company's common stock, par value $1.00 per share (the "Common Stock"),
pursuant to the Stock Option Agreement (the "Agreement") between the undersigned
and the Company dated ___________. Accompanying this Notice is (1) a certified
or a cashier's check in the amount of $_____ payable to the Company, and/or (2)
_______________ shares of the Company's Common Stock presently owned by the
undersigned and duly endorsed or accompanied by stock transfer powers, having an
aggregate Fair Market Value (as defined in the First Bancshares, Inc. 1997 Stock
Option Plan) as of the date hereof of $__________________, such amounts being
equal, in the aggregate, to the purchase price per share set forth in Section 3
of the Agreement multiplied by the number of shares being purchased hereby (in
each instance subject to appropriate adjustment pursuant to Section 5.2 of the
Agreement).

       IN WITNESS WHEREOF, the undersigned has set his hand and seal, this _____
day of __________, 19__.

                                        OPTIONEE [OR OPTIONEE'S
                                        ADMINISTRATOR,
                                        EXECUTOR OR PERSONAL
                                        REPRESENTATIVE]

                                        _______________________
                                        Name:
                                        Position (if other than
                                        Optionee):