<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                   For the fiscal year ended December 31, 2000

                        Commission File Number: 333-47939

                                   FVNB CORP.
             (Exact name of registrant as specified in its charter)

                 TEXAS                                   74-2871063
    (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                  Identification No.)

         101 MAIN STREET, SUITE 508                         77901
              VICTORIA, TEXAS                             (Zip Code)
  (Address of principal executive offices)

       Registrant's telephone number, including area code: (361) 573-6321
        Securities registered pursuant to Section 12(b) of the Act: None
           Securities registered pursuant to Section 12(g) of the Act:

                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
                                (Title of class)

         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 of 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                                YES  X  NO

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X ]

         The aggregate market value of the voting stock held by non-affiliates
of the Registrant, based on the closing sales price of such stock as of March
20, 2001, was $54,443,218.

         The number of shares of Common Stock, par value $0.01 per share, of
the Registrant outstanding as of March 20, 2001 was 2,372,892 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

The following documents, in whole or in part, are specifically incorporated by
reference in the indicated Part of this Report on Form 10-K:

Annual Report to Shareholders For the Year Ended December 31, 2000       Part II


                                        1

<PAGE>


                                                  FVNB CORP.
                                          ANNUAL REPORT ON FORM 10-K
<TABLE>
<CAPTION>
                                                                                                                  PAGE
<S>               <C>                                                                                             <C>
                                                    PART I.
ITEM 1.           Business..........................................................................................3
                        General.....................................................................................3
                        Competition.................................................................................5
                        Supervision and Regulation..................................................................6
ITEM 2.           Properties.......................................................................................12
ITEM 3.           Legal Proceedings................................................................................12
ITEM 4.           Submission of Matters to a Vote of Security Holders..............................................12

                                                   PART II.
ITEM 5.           Market for Company's Common Stock and Related Security Holder Matters............................13
ITEM 6.           Selected Financial Data..........................................................................13
ITEM 7.           Management's Discussion and Analysis of Financial Condition and
                  Results of Operations............................................................................13
ITEM 7A.          Quantitative and Qualitative Disclosure About Market Risks.......................................13
ITEM 8.           Financial Statements and Supplementary Data......................................................13
ITEM 9.           Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosure.........................................................................14

                                                   PART III.
ITEM 10.          Directors and Executive Officers of the Registrant...............................................14
ITEM 11.          Executive Compensation...........................................................................16
ITEM 12.          Security Ownership of Certain Beneficial Owners and Management...................................19
ITEM 13.          Certain Relationships and Related Transactions...................................................21

                                                   PART IV.
ITEM 14.          Exhibits, Financial Schedules and Reports on Form 8-K............................................21
</TABLE>

FORWARD LOOKING STATEMENTS

         Certain matters discussed in this report, excluding historical
information, include forward-looking statements. Although the Company
believes such forward-looking statements are based on reasonable assumptions,
no assurance can be given that every objective will be reached. The words
"estimate," "expect," "intend" and "project," as well as other words or
expressions of similar meaning are intended to identify forward-looking
statements. Readers are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date of this report.
Such statements are based on current expectations, are inherently uncertain,
are subject to risks and should be viewed with caution. Actual results and
experience may differ materially from the forward-looking statements as a
result of many factors.

         Factors that could cause actual results to differ materially from
any results projected, forecasted, estimated or budgeted by the Company in
forward-looking statements include among others, the following possibilities:
(i) changes in local, state, national and international economic conditions,
(ii) changes in the capital markets utilized by the Company and its
subsidiaries, including changes in the interest rate environment that may
reduce margins, (iii) changes in state and/or federal laws and regulations to
which the Company and its subsidiaries, as well as customers, competitors and
potential competitors, are subject, including banking, tax, securities,
insurance and employment laws and regulations, (iv) the loss of senior
management or operating personnel and the potential inability to hire
qualified personnel at reasonable compensation levels, and (v) increased
competition from both within and without the banking industry. It is not
possible to foresee or identify all such factors. The Company makes no
commitment to update any forward-looking statement, or to disclose any facts,
events or circumstances after the date hereof that may affect the accuracy of
any forward-looking statements.

                                        2
<PAGE>

                                     PART I

                                ITEM 1. BUSINESS

GENERAL

         FVNB Corp. (the "Company") was initially organized in September 1998
as a bank holding company for First Victoria National Bank. Subsequently, the
Company elected to become a financial holding company under the provisions of
the Gramm-Leach-Bliley Act of 1999. Under this act, a financial holding
company may engage in a broad list of financial activities and any
non-financial activity that the Federal Reserve Board determines is
complementary to a financial activity and poses no substantial risk to the
safety and soundness of depository institutions or the financial system. The
Company made this election effective May 31, 2000. The Company has one direct
subsidiary, FVNB Delaware Corp. FVNB Delaware Corp. has two bank
subsidiaries, First Victoria National Bank and Citizens Bank of Texas, N.A.
(together, the "Subsidiary Banks"), and one other direct subsidiary, Citizens
Mortgage Company. The Company and its direct and indirect subsidiaries
employed a total of 300 people on a full time basis and 42 people on a
part-time basis as of December 31, 2000.

         Chartered in 1890, First Victoria National Bank is located in
Victoria, Texas and offers all usual commercial banking services. The bank
currently has three locations in Victoria as well as full service branches in
Calhoun and Jackson Counties and Taft, Texas. In addition, First Victoria
National Bank has three wholly owned operating subsidiaries: PMV, Inc., which
is currently inactive, was established for the purpose of acquiring, managing
and liquidating assets acquired in satisfaction of debts previously
contracted; First Victoria Community Development Corporation, which was
established for the purpose of acquiring, developing, rehabilitating,
managing, renting, and selling housing units primarily to benefit low and
moderate income residents of the local area and to promote and invest in such
community development projects; and First Victoria Leasing, Inc., which was
established for the purpose of leasing activities of the Company. As of
December 31, 2000, both PMV, Inc. and First Victoria Community Development
Corporation were inactive. As of December 31, 2000, First Victoria National
Bank had total assets of approximately $610,501,000; loans and leases, net
of unearned discount, of approximately $389,667,000; and total deposits of
approximately $508,210,000.

         In January 1999, the Company completed the acquisition and merger
into FVNB Corp. of CBOT Financial Corporation, the parent company of Citizens
Bank of Texas, N.A. and CBOT Mortgage Company. Citizens Bank of Texas
continues to operate as an independent subsidiary and currently has three
locations located in New Waverly, Huntsville and The Woodlands, Texas. As of
December 31, 2000, Citizens Bank of Texas had total assets of approximately
$98,734,000; loans and leases, net of unearned discount, of approximately
$80,686,000; and total deposits of approximately $80,432,000.

         On April 14, 2000, First Victoria National Bank acquired Mid-Coast
Savings Bank. Upon completion of the transaction, Mid-Coast Savings Bank
merged with First Victoria National Bank and its existing branches, located
in Edna and Ganado, Texas, became branches of First Victoria National Bank.
At the date of acquisition, Mid-Coast Savings Bank had net loans of
approximately $23,950,000 and deposits of approximately $33,532,000.

         As of December 31, 2000 the Company had total consolidated assets of
approximately $709,407,000; consolidated loans and leases, net of unearned
discount, of approximately $470,286,000; and total deposits of approximately
$588,443,000.

         While the Subsidiary Banks' loan portfolios are diversified, a
significant portion of the total portfolio is in agriculture loans
(approximately 17% of total loans) and therefore may be deemed seasonal with
regard to funding requirements. Also, the Subsidiary Banks have substantially
no deposits from or loans to foreign customers.

                                        3
<PAGE>

         The Subsidiary Banks provide general commercial banking services to
a variety of businesses and individuals located in southeast Texas. Some of
the loan services available to customers include agriculture, commercial,
real estate, home improvement, automobile, and personal loans. As of December
31, loans and leases are classified in the following categories. Included in
commercial and financial loans is a net lease receivable totaling
approximately $7,661,000 and $7,260,000 as of December 31, 2000 and 1999,
respectively.

<TABLE>
<CAPTION>
                                                Year-End Loans
                                            (DOLLARS IN THOUSANDS)

                                                                         2000                             1999
                                                                         ----                             ----
                                                                Amount             %            Amount            %
                                                                ------            --            ------           --
<S>                                                           <C>                <C>         <C>                 <C>
Commercial and financial                                      $  101,323          22%        $    88,660          23%
Mortgage real estate                                             207,175          44             157,693          41
Construction real estate                                          19,906           4              12,887           3
Agriculture                                                       81,724          17              74,715          19
Consumer                                                          60,184          13              53,574          14
                                                              ----------         ---         -----------         ---
Total loans and leases                                           470,312         100%            387,529         100%
                                                                                 ===                             ===
Less
Unearned income                                                      (27)                           (122)
Allowance for loan and lease losses                               (5,080)                         (4,573)
                                                              ----------                     -----------
Net loans and leases                                          $  465,205                     $   382,834
                                                              ==========                     ===========
</TABLE>

         Commitments to extend credit are agreements to lend to a customer as
long as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
that may require payment of a fee. The total commitment amounts do not
necessarily represent future cash requirements, since the commitments may
expire without being drawn upon. The Company evaluates each customer's
credit-worthiness on a case-by-case basis. The amount of collateral obtained
if deemed necessary by the Company upon extension of credit is based on
management's credit evaluation of the counterparty. Standby letters of credit
are conditional commitments issued by the Company to guarantee performance of
a customer to a third party. The credit risk involved in issuing letters of
credit is essentially the same as that involved in extending loan facilities
to customers. Collateral held varies, but may include accounts receivable,
inventory, equipment or real estate. The prices and interest rates of the
commitments are determined by the market conditions prevailing at the time the
commitments are exercised.


                                        4
<PAGE>


         The Subsidiary Banks' exposure to credit loss, in the event of
non-performance by the customer, for commitments to extend credit and standby
letters of credit is limited to the contractual amount of those instruments.
As of December 31, 2000 and 1999, the Subsidiary Banks had commitments to
extend credit of approximately $130,103,000 and $132,361,000 and standby
letters of credit of approximately $1,705,000 and $2,122,000 respectively. The
following is a breakdown of commitments by type as of December 31, 2000 and
1999, respectively:
<TABLE>
<CAPTION>
                                     Year-End Commitments to Extend Credit
                                            (DOLLARS IN THOUSANDS)
                                                                                      2000              1999
                                                                                      ----              ----
<S>                                                                                <C>              <C>
         Commercial and financial                                                  $   49,531       $   48,265
         Real estate                                                                   15,400           17,505
         Agriculture                                                                   40,734           37,948
         Consumer                                                                      24,438           28,643
                                                                                   ----------       ----------
                Total                                                              $  130,103       $  132,361
                                                                                   ==========       ==========
</TABLE>

         The Company does not anticipate that compliance with federal, state,
and local provisions relating to the protection of the environment will have
a material effect upon the capital expenditures, earnings, or competitive
position of the Company.

         In addition to loan services, the Subsidiary Banks also offer
deposit facilities and certificates of deposit for commercial customers and
various checking, wire transfers, safekeeping, safe deposit, credit card, and
savings and time deposit services for individuals.

         First Victoria National Bank's Trust and Investment Management
Department also offers extensive trust services including estates,
guardianships, personal trust and investment services, and pension and
retirement plans. Trust assets and other properties, except cash deposits,
held by First Victoria National Bank in agency or other fiduciary capacities
for its customers are not included in the Company's financial statements. The
book value of trust assets (unaudited) was approximately $221,022,000 at
December 31, 2000.

COMPETITION

         The Company competes actively with other commercial banks and
savings and loan associations in southeast Texas, many of which are larger
than the Company, as well as with major regional banking and financial
institutions headquartered in other areas of Texas and the United States.
Deposit deregulation has intensified the competition for deposits among banks
in recent years. The Company, however, is generally competitive with all
financial institutions in its service area with respect to interest rates
paid on time and savings deposits, service charges on deposit accounts and
interest rates charged on loans. Additional competition is derived from
credit unions, finance companies, brokerage firms, insurance companies,
retailers, trust companies and other non-bank entities.

         On November 12, 1999, the Gramm-Leach-Bliley Act ("GLBA") was signed
into law. This comprehensive legislation eliminates the barriers to
affiliations among banks, securities firms, insurance companies and other
financial service providers. GLBA provides for a new type of financial
holding company structure under which affiliations among these entities may
occur. Under GLBA, a financial holding company may engage in a broad list of
financial activities and any non-financial activity that the Federal Reserve
Board determines is complementary to a financial activity and poses no
substantial risk to the safety and soundness of depository institutions or
the financial system. In addition, GLBA permits certain non-banking financial
and financially related activities to be conducted by financial subsidiaries
of a national bank.

                                        5
<PAGE>

         Additionally, GLBA imposes strict new privacy disclosure and opt-out
requirements regarding the ability of financial institutions to share
personal non-public customer information with third parties. Under GLBA, a
bank holding company may become certified as a financial holding company by
filing a declaration with the Federal Reserve board. Together with a
certification that each of its subsidiary banks is well capitalized, is well
managed, and has at least a satisfactory rating under the Community
Reinvestment Act of 1977. The Company has elected to become a financial
holding company under GLBA and the election was made effective by the Federal
Reserve Board as of May 31, 2000. As of December 31, 2000, the Company had
not engaged in any additional financial activities permitted by GLBA.

SUPERVISION AND REGULATION

         GENERAL. In addition to the generally applicable state and Federal
laws governing businesses and employers, the Company and its bank
subsidiaries are further extensively regulated by special Federal and state
laws governing financial institutions. These laws comprehensively regulate
the operations of the Company's bank subsidiaries and include, among other
matters, requirements to maintain reserves against deposits; restrictions on
the nature and amount of loans that may be made and the interest that may be
charged thereon; restrictions on the amounts, terms and conditions of loans
to directors, officers, large shareholders and their affiliates; restrictions
related to investments in activities other than banking; and minimum capital
requirements. With few exceptions, state and Federal banking laws have as
their principal objective either the maintenance of the safety and soundness
of the Federal deposit insurance system or the protection of consumers,
rather than the specific protection of shareholders of the Company. Further,
the earnings of the Company are affected by the fiscal and monetary policies
of the Federal Reserve System, which regulates the national money supply in
order to mitigate recessionary and inflationary pressures. These monetary
policies influence to a significant extent the overall growth of bank loans,
investments and deposits and the interest rates charged on loans or paid on
time and savings deposits. The nature of future monetary policies and the
effect of such policies on the future earnings and business of the Company
cannot be predicted.

         FRB APPROVALS. The Company is a registered bank holding company
within the meaning of the Bank Holding Company Act of 1956, as amended
("BHCA"), and is subject to supervision by the FRB and to a certain extent
the Texas Department of Banking (the "DOB"). The Company is required to file
with the FRB annual reports and other information regarding the business
operations of itself and its subsidiaries. It is also subject to examination
by the FRB. Under the BHCA, a bank holding company is, with limited
exceptions, prohibited from acquiring direct or indirect ownership or control
of any voting stock of any company which is not a bank or bank holding
company, and must engage only in the business of banking, managing,
controlling banks, and furnishing services to or performing services for its
subsidiary banks. One of the exceptions to this prohibition is the ownership
of shares of any company provided such shares do not constitute more than 5%
of the outstanding voting shares of the company and so long as the FRB does
not disapprove such ownership. Another exception to this prohibition is the
ownership of shares of a company the activities of which the FRB has
specifically determined to be so closely related to banking, managing or
controlling banks as to be a proper incident thereto.

         The BHCA and the Change in Bank Control Act of 1978 require that,
depending on the circumstances, either FRB approval must be obtained or
notice must be furnished to the FRB and not disapproved prior to any person
or company acquiring "control" of a bank holding company, such as the
Company, subject to certain exceptions for certain transactions. Control is
conclusively presumed to exist if an individual or company acquires 25% or
more of any class of voting securities of the bank holding company. Control
is rebuttably presumed to exist if a person acquires 10% or more but less
than 25% of any class of voting securities where the bank holding company,
such as the Company, has registered Securities under Section 12 of the
Securities Exchange Act of 1934 (the "Exchange Act").

         As a bank holding company, the Company is required to obtain approval
prior to merging or consolidating with any other bank holding company, acquiring
all or substantially all of the assets of any bank or acquiring ownership or
control of shares of a bank or bank holding company if, after the acquisition,

                                        6
<PAGE>


the Company would directly or indirectly own or control 5% or more of the
voting shares of such bank or bank holding company.

         FINANCIAL MODERNIZATION. On November 12, 1999, President Clinton
signed into law GLBA. This comprehensive legislation eliminates the barriers
to affiliations among banks, securities firms, insurance companies and other
financial service providers. GLBA provides for a new type of financial
holding company structure under which affiliations among these entities may
occur, subject to the regulation of the FRB and regulation of affiliates by
the functional regulators, including the Securities and Exchange Commission
("SEC") and state insurance regulators. Under GLBA, a financial holding
company may engage in a broad list of financial activities and any
non-financial activity that the FRB determines is complementary to a
financial activity and poses no substantial risk to the safety and soundness
of depository institutions or the financial system. In addition, GLBA permits
certain non-banking financial and financially related activities to be
conducted by financial subsidiaries of a national bank. In addition, GLBA
imposes strict new privacy disclosure and opt-out requirements regarding the
ability of financial institutions to share personal non-public customer
information with third parties.

         Under GLBA, a bank holding company may become certified as a
financial holding company by filing a declaration with the FRB, together with
a certification that each of its subsidiary banks is well capitalized, is
well managed, and has at least a satisfactory rating under the Community
Reinvestment Act of 1977 ("CRA"). The Company has elected to become a
financial holding company under GLBA and the election was made effective by
the FRB as of May 31, 2000.

         Effective as of January 31, 2001, Citizens Insurance Agency of Texas
was transferred to FVNB Delaware Corp., a wholly-owned subsidiary of the
Company which also elected to become a financial holding company.

         In January 2001, the Federal Reserve Board and the Secretary of the
Treasury promulgated final regulations governing the scope of permissible
merchant banking investments. The investments that may be made under this new
authority are substantially broader in scope than the investment activities
otherwise permissible for bank holding companies, and are referred to as
"merchant banking investments" in "portfolio companies." A financial holding
company that has a securities affiliate registered under the Securities Act
of 1934 or a qualified insurance affiliate may make permissible merchant
banking investments. The merchant banking investments may be made by the
financial holding company or any of its subsidiaries, other than a depository
institution or subsidiary of a depository institution. The regulation places
restrictions on the ability of a financial holding company to become involved
in the routine management or operation of any of its portfolio companies. The
regulation also generally limits the ownership period of merchant banking
investments to no more than ten years. To date, the Company does not have a
securities affiliate registered under the Securities Act of 1934 or a
qualified insurance affiliate and has not made any merchant banking
investments.

         INTERSTATE BANKING. In 1994, Congress enacted the Riegle-Neal
Interstate Banking and Branching Efficiency Act of 1994 ("Interstate Banking
Act"), which rewrote federal law governing the interstate expansion of banks
in the United States. Effective as of September 29, 1995, adequately
capitalized, well managed bank holding companies with FRB approval may
acquire banks located in any state in the United States, provided that the
target bank meets the minimum age (up to a maximum of five years, which is
the maximum Texas has adopted) established by the host state. Under the
Interstate Banking Act, an anti-concentration limit will bar interstate
acquisitions that would give a bank holding company control of more than ten
percent (10%) of all deposits nationwide or thirty percent (30%) of any one
state's deposits, or such higher or lower percentage established by the host
state. The anti-concentration limit in Texas has been set at twenty percent
(20%) of all federally insured deposits in Texas.

         In addition to providing for interstate acquisitions of banks by
bank holding companies, the Interstate Banking Act provides for interstate
branching by permitting mergers between banks domiciled in different states
beginning June 1, 1997. The Interstate Banking Act provides that states may
opt out of interstate branching by enacting non-discriminatory legislation
prohibiting interstate bank mergers before June 1,


                                        7
<PAGE>

1997. In 1995, Texas passed legislation opting out of the interstate
branching provisions of The Interstate Banking Act until September 1999. In
May 1998, the Texas DOB determined that the Texas opt-out statute was not
effective and the Texas DOB began accepting applications for interstate
branching transactions. During 1999, legislation implementing interstate
branching was adopted by the Texas legislature.

         FRB ENFORCEMENT POWERS. The FRB has certain cease-and-desist and
divestiture powers over bank holding companies and non-banking subsidiaries
where their actions would constitute a serious threat to the safety,
soundness or stability of a subsidiary bank. These powers may be exercised
through the issuance of cease-and-desist orders or other actions. In the
event a bank subsidiary experiences either a significant loan loss or rapid
growth of loans or deposits, the Company may be compelled by the FRB to
invest additional capital in the bank subsidiary. Further, the Company would
be required to guarantee performance of the capital restoration plan of any
undercapitalized bank subsidiary. The FRB is also empowered to assess civil
money penalties against companies or individuals who violate the BHCA in
amounts up to $1,000,000 per day, to order termination of non-banking
activities of non-banking subsidiaries of bank holding companies and to order
termination of ownership and control of a non-banking subsidiary. Under
certain circumstances the Texas Banking Commissioner may bring enforcement
proceedings against a bank holding company in Texas.

         COMPANY DIVIDENDS. The FRB's policy discourages the payment of
dividends from borrowed funds and discourages payments that would affect
capital adequacy. The FRB has issued policy statements which generally state
that bank holding companies should serve as a source of financial and
managerial strength to their bank subsidiaries, and generally should not pay
dividends except out of current earnings, and should not borrow to pay
dividends if the bank holding company is experiencing capital or other
financial problems.

         CROSS-GUARANTEE PROVISIONS. The Financial Institutions Reform,
Recovery and Enforcement Act of 1989 ("FIRREA") contains a "cross-guarantee"
provision which generally makes commonly controlled insured depository
institutions liable to the FDIC for any losses incurred in connection with
the failure of a commonly controlled depository institution.

         AUDIT REPORTS. Insured institutions with total assets of $500
million or more must submit annual audit reports prepared by independent
auditors to federal and state regulators. In some instances, the audit report
of the institution's holding company can be used to satisfy this requirement.
Auditors must receive examination reports and other examination related
correspondence. In addition, financial statements prepared in accordance with
generally accepted accounting principles, management's certifications
concerning responsibility for the financial statements, internal controls and
compliance with legal requirements designated by the FDIC, and an attestation
by the auditor regarding the statements of management relating to the
internal controls must be submitted. For institutions with total assets of
more than $3 billion, independent auditors may be required to review
quarterly financial statements. The Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA") requires that independent audit committees
be formed, consisting of outside directors only. The committees of such
institutions must include members with experience in banking or financial
management, must have access to outside counsel, and must not include
representatives of large customers. During 1999, the SEC adopted new rules,
which became effective during 2000, to improve the function of corporate
audit committees. The new rules require, among other things, that independent
auditors review public companies' interim financial information prior to
filing with the SEC and that companies include in their proxy statements
certain information about their audit committees.

         GENERAL-BANK SUBSIDIARIES. As national banking associations, the
Subsidiary Banks are principally supervised, examined and regulated by the
Office of the Comptroller of the Currency (the "OCC"). The OCC regularly
examines such areas as capital adequacy, reserves, loan portfolio,
investments and management practices. Each Subsidiary Bank must also furnish
quarterly and annual reports to the OCC, and the OCC may exercise cease and
desist and other enforcement powers over each Subsidiary Bank if its actions
represent unsafe or unsound practices or violations of law. Since the
deposits of each Subsidiary Bank are insured by the Bank Insurance Fund
("BIF") of the Federal Deposit Insurance Corporation (the "FDIC"), each
Subsidiary Bank is also subject to regulation and supervision by the FDIC.
Because the FRB regulates the Company, the FRB has supervisory authority
which affects each Subsidiary Bank.

                                        8
<PAGE>

         DEPOSIT INSURANCE. The deposits of each Subsidiary Bank are insured
by the FDIC through the BIF to the extent provided by law. Under the FDIC's
risk-based insurance system, BIF-insured institutions are currently assessed
premiums of between zero and twenty seven cents per $100 of eligible
deposits, depending upon the institution's capital position and other
supervisory factors. During 1996, Congress enacted legislation that, among
other things, provides for assessments against BIF-insured institutions that
will be used to pay certain Financing Corporation ("FICO") obligations. BIF
and Savings Association Insurance Fund payers are assessed pro rata for the
FICO bond obligations.

         CAPITAL ADEQUACY. The Company and the Bank Subsidiaries are
currently required to meet certain minimum regulatory capital guidelines
utilizing total capital-to-risk-weighted assets and Tier 1 Capital elements.
At December 31, 2000 the Company's ratio of total capital-to-risk-weighted
assets was 12.28%. The guidelines make regulatory capital requirements more
sensitive to differences in risk profiles among banking organizations, take
off-balance sheet exposure into account in assessing capital adequacy, and
encourage the holding of liquid, low-risk assets. At least one-half of the
minimum total capital must be comprised of Tier 1 Capital elements. Tier 1
Capital of the Company is comprised of common shareholders' equity. The core
deposit intangibles and goodwill of approximately $13,817,000 booked in
connection with all the financial institution acquisitions of the Company as
of December 31, 2000 are deducted from the sum of core capital elements when
determining the capital ratios of the Company.

         In addition, the FRB has established minimum leverage ratio
guidelines for bank holding companies. These guidelines provide for a minimum
leverage ratio of Tier 1 capital to adjusted average quarterly assets
("leverage ratio") equal to three percent for bank holding companies that
meet certain specified criteria, including having the highest regulatory
rating. All other bank holding companies will generally be required to
maintain a leverage ratio of at least 4.00% to 5.00%. The Company's leverage
ratio at December 31, 2000 was 8.18%. The guidelines also provide that bank
holding companies experiencing internal growth or making acquisitions will be
expected to maintain strong capital positions substantially above the minimum
supervisory levels without significant reliance on intangible assets.
Furthermore, the guidelines indicate that the FRB will continue to consider a
"tangible Tier 1 leverage ratio" (deducting all intangibles) in evaluating
proposals for expansion or new activity. The FRB has not advised the Company
of any specific minimum leverage ratio or tangible Tier 1 leverage ratio
applicable to it. Each of the Company's bank subsidiaries is subject to
similar capital requirements adopted by the OCC. The Subsidiary Banks each
had leverage ratios in excess of 5.00% as of December 31, 2000. As of that
date, the federal banking agencies had not advised either Subsidiary Bank of
any specific minimum leverage ratio applicable to it.

         Effective December 19, 1992, the federal bank regulatory agencies
adopted regulations, which mandate a five-tier scheme of capital requirements
and corresponding supervisory actions to implement the prompt corrective
action provisions of FDICIA. The regulations include requirements for the
capital categories that will serve as benchmarks for mandatory supervisory
actions. Under the regulations, the highest of the five categories would be a
well-capitalized institution with a total risk-based capital ratio of 10.00%,
a Tier 1 risk-based capital ratio of 6.00% and a Tier 1 leverage ratio of
5.00%. An institution would be prohibited from declaring any dividends, making
any other capital distribution or paying a management fee if the capital
ratios drop below the levels for an adequately capitalized institution, which
are 8.00%, 4.00% and 4.00%, respectively. The corresponding provisions of
FDICIA mandate corrective actions be taken if a bank is undercapitalized.
Based on capital ratios as of December 31, 2000, the Subsidiary Banks were
each classified as "well capitalized" under the applicable regulations.

         In 1995, in accordance with FDICIA, the OCC modified its risk-based
capital adequacy guidelines to explicitly include a bank's exposure to
declines in the economic value of its capital due to changes in interest rates
as a factor that it will consider in evaluating a bank's capital adequacy. In
1996, the bank regulatory agencies introduced risk-based examination
procedures. Effective January 1, 1997, the federal banking agencies jointly
adopted regulations that amend the risk-based capital standards to incorporate
measures for market risk. Applicable banking institutions will be required to
adjust their risk-based capital ratio to reflect market risk. On December 19,
1996, the FFIEC revised the Uniform Financial Institutions Rating System
commonly referred to as the CAMEL rating system. A sixth component addressing
sensitivity to market risk

                                        9
<PAGE>

was added. Sensitivity to market risk reflects the degree to which changes in
interest rates, foreign exchange rates, commodity prices or equity prices can
adversely affect a financial institution's earnings or economic capital.

         CONSERVATOR AND RECEIVERSHIP POWERS. FDICIA significantly expanded
the authority of the federal banking regulators to place depository
institutions into conservatorship or receivership to include, among other
things, appointment of the FDIC as conservator or receiver of an
undercapitalized institution under certain circumstances. In the event a
Subsidiary Bank is placed into conservatorship or receivership, the FDIC is
required, subject to certain exceptions, to choose the method for resolving
the institution that is least costly to the BIF, such as liquidation.

         INSOLVENCY. The OCC has articulated in a regulation the standards the
OCC uses to determine when a national bank becomes insolvent. The regulation
alters the standards such that a bank would be deemed to be insolvent for
regulatory purposes when it lacks equity capital rather than when it lacks
primary capital (principally equity capital plus the allowance for loan
losses). Under the regulatory guidelines, the OCC is also authorized to
declare a national bank insolvent when the bank is unable to meet its
obligations as they mature.

         DEPOSITOR PREFERENCE. Because the Company is a legal entity separate
and distinct from its bank subsidiaries, its right to participate in the
distribution of assets of any subsidiary upon the subsidiary's liquidation or
reorganization will be subject to the prior claims of the subsidiary's
creditors. In the event of a liquidation of a subsidiary bank, the claims of
depositors and other general or subordinated creditors of the bank are
entitled to a priority of payment over the claims of holders of any obligation
of the institution to its shareholders, including any depository institution
holding company (such as the Company) or any shareholder or creditor thereof.

         CRA. Under the Community Reinvestment Act ("CRA"), the OCC is
required to assess the record of each bank subsidiary to determine if the bank
meets the credit needs of its entire community, including low and
moderate-income neighborhoods served by the institution, and to take that
record into account in its evaluation of any application made by the bank for,
among other things, approval of the acquisition or establishment of a branch
or other deposit facility, an office relocation, a merger, or the acquisition
of shares of capital stock of another financial institution. The OCC prepares
a written evaluation of an institution's record of meeting the credit needs of
its entire community and assigns a rating. FIRREA requires federal banking
agencies to make public a rating of a bank's performance under the CRA. Each
Subsidiary Bank received either an "outstanding" or "satisfactory" CRA rating
in its most recently completed examination. Further, there are fair lending
laws which prohibit discrimination in connection with lending decisions.

         CONSUMER LAWS. In addition to the laws and regulations discussed
herein, each Subsidiary Bank is also subject to certain consumer laws and
regulations that are designed to protect consumers in transactions with banks.
While the list set forth herein is not exhaustive, these laws and regulations
include the Truth in Lending Act, the Truth in Savings Act, the Electronic
Funds Transfer Act, the Expedited Funds Availability Act, the Equal Credit
Opportunity Act, and the Fair Housing Act, among others. These laws and
regulations mandate certain disclosure requirements and regulate the manner in
which financial institutions must deal with customers when taking deposits or
making loans to such customers. The Subsidiary Banks must comply with the
applicable provisions of these consumer protection laws and regulations as
part of their ongoing customer relations.

         AFFILIATE TRANSACTIONS. The Company and its bank subsidiaries are
"affiliates" within the meaning of Section 23A of the Federal Reserve Act
which sets forth certain restrictions on loans and extensions of credit
between a bank subsidiary and affiliates, on investments in an affiliate's
stock or other securities, and on acceptance of such stock or other securities
as collateral for loans. Such restrictions prevent a bank holding company from
borrowing from any of its bank subsidiaries unless the loans are secured by
specific obligations. Further, such secured loans and investments by a bank
subsidiary are limited in amount, as to a bank holding company or any other
affiliate, to 10% of such bank subsidiary's capital and surplus and, as to the
bank holding company and its affiliates, to an aggregate of 20% of such bank
subsidiary's capital and

                                        10
<PAGE>

surplus. Certain restrictions do not apply to 80% or more owned sister banks
of bank holding companies. Section 23B of the Federal Reserve Act requires
that the terms of affiliate transactions be comparable to terms of similar
non-affiliate transactions.

         INSIDER LOANS. The restrictions on loans to directors, executive
officers, principal shareholders and their related interests (collectively
referred to herein as "insiders") contained in the Federal Reserve Act and
Regulation O apply to all insured institutions and their subsidiaries and
holding companies. These restrictions include limits on loans to one borrower
and conditions that must be met before such a loan can be made. There is also
an aggregate limitation on all loans to insiders and their related interests.
These loans cannot exceed the institution's total unimpaired capital and
surplus, and the OCC may determine that a lesser amount is appropriate.
Insiders are subject to enforcement actions for knowingly accepting loans in
violation of applicable restrictions.

         LENDING RESTRICTIONS. The operations of the Subsidiary Banks are also
subject to lending limit restrictions pertaining to the extension of credit
and making of loans to one borrower. The scope and requirements of such laws
and regulations have been expanded significantly in recent years. Further,
under the BHCA and the regulations of the FRB thereunder, the Company and its
subsidiaries are prohibited from engaging in certain tie-in arrangements with
respect to any extension of credit or provision of property or services;
however, the FRB adopted a rule relaxing tying restrictions by permitting a
bank holding company to offer a discount on products or services if a customer
obtains other products or services from such company.

         The interest rate and usury laws of most states, including laws of
the State of Texas, which laws are preempted to a certain extent by federal
law, generally limit the amount of interest which lenders, including the
Subsidiary Banks, may charge on loans. These limits may vary depending upon,
among other things, the identity, nature and location of the lender and the
borrower, use of proceeds of a loan, amount of the loan, type of collateral
for the loan and the particular state or federal law applicable thereto.
However, there is currently no limit on the rate of interest which each
Subsidiary Bank may be charged on its liabilities, other than on certain types
of deposits. Market rates of interest, adjusted for required reserves, on
certain types of liabilities may rise to a level which may adversely affect
interest margin and/or loan growth. During 1997, the Texas Constitution was
amended to permit home equity lending effective January 1, 1998.

         DIVIDENDS. The ability of the Company to pay dividends is largely
dependent on the amount of cash derived from dividends declared by its bank
subsidiaries. The payment of dividends by any bank or bank holding company is
affected by the requirement to maintain adequate capital as discussed above.
The directors of a national bank are authorized to declare cash dividends on
the capital stock of the bank, and the amount of the dividend is within the
board's discretion. However, a dividend cannot be declared if: (1) it would
exceed the bank's profits (12 U.S.C. Sec. 60); (2) it would impair the bank's
capital (12 U.S.C. Sec. 56); or (3) the bank is in default on the payment of
any assessment due to the FDIC (12 U.S.C. Sec. 1828). Net profits are defined
as the remainder of all earnings from current operations plus actual
recoveries on loans, investments, and other assets less all current operating
expenses, actual losses, accrued dividends on preferred stocks, if any, all
federal and state taxes and bad debts (12 U.S.C. Sec. 60). The OCC adopted a
ulation effective as of January 1, 1991, which prohibits each Subsidiary Bank
from including its allowance for loan losses as an element of net profits when
calculating the dividends each Subsidiary Bank may pay. Approval of the OCC
will be required for any dividend paid by each Subsidiary Bank to the
shareholders if the total of all actual and proposed dividends declared by
each Subsidiary Bank in any calendar year exceeds the total of its net profits
for that year combined with its retained net profits for the preceding two
years, less any required transfers to surplus or a fund for the retirement of
any preferred stock (12 U.S.C. Sec. 60). The OCC has also issued a banking
circular emphasizing that the level of cash dividends should bear a direct
correlation to the level of a national bank's current and expected earnings
stream, the bank's need to maintain an adequate capital base and other
factors. Please see Note 11 to the Notes to Consolidated Financial Statements
contained in the Company's 2000 Annual Report to Shareholders for a discussion
of the dividend paying capacity of each Subsidiary Bank.

                                        11
<PAGE>

         FINANCIAL SUBSIDIARIES. Under GLBA, a national bank may establish a
financial subsidiary and engage, subject to limitations on investment, in
activities that are financial in nature, other than insurance underwriting as
principal, insurance company portfolio investment, real estate development,
real estate investment and annuity issuance. To do so, a bank must be well
capitalized, well managed and have a CRA rating of satisfactory or better.
Subsidiary banks of a financial holding company or national banks with
financial subsidiaries must remain well capitalized and well managed in order
to continue to engage in activities that are financial in nature without
regulatory actions or restrictions, which could include divestiture of the
financial in nature subsidiary or subsidiaries. In addition, a bank may not
acquire a company that is engaged in activities that are financial in nature
unless the bank and each affiliated bank has a CRA rating of satisfactory or
better. To date, the Subsidiary Banks have not established a financial
subsidiary.

         INSTABILITY OF REGULATORY STRUCTURE. Various legislation, including
proposals to overhaul the bank regulatory system, expand the powers of banking
institutions and bank holding companies and limit the investments that a
depository institution may make with insured funds, is from time to time
introduced in Congress. Such legislation may change banking statutes and the
operating environment of the Company and the bank subsidiaries in substantial
and unpredictable ways. The Company cannot determine the ultimate effect that
GLBA will have or the effect that potential legislation, if enacted, or
implementing regulations with respect thereto, would have upon the financial
condition or results of operations of the Company or its subsidiaries.

                              ITEM 2. PROPERTIES

         The principal executive offices of the Company are located at 101 S.
Main Street, Victoria, Texas in a building owned by First Victoria National
Bank. In addition to its main banking facility at such location, First
Victoria National Bank has two full-service branches in Victoria, Texas as
well as full service branches in Calhoun County, Texas, Jackson County, Texas
and Taft, Texas. All properties on which the banking offices of First Victoria
National Bank are located are owned and there are no encumbrances with respect
thereto. The banking facilities of Citizens Bank of Texas include its main
banking facility located in New Waverly, Texas as well as full-service
branches in Huntsville, Texas and The Woodlands, Texas, all of which are owned
and not subject to any encumbrances. In addition, Citizens Bank of Texas has
two leased properties. The first, which is partially subleased to an unrelated
entity, is located in Huntsville, Texas and serves as an annex to the main
branch location. The second is located in Conroe, Texas and is subleased to an
unrelated entity.

                          ITEM 3. LEGAL PROCEEDINGS

         The Subsidiary Banks of the Company are involved in various routine
claims and lawsuits which have arisen in the normal course of conducting a
commercial banking business. Management does not believe that the outcome of
any of these matters will have a material adverse effect on the Company's
financial position or results of operations.

            ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted to a vote of security holders during the
fourth quarter of 2000.

                                        12
<PAGE>

                                     PART II

                    ITEM 5. MARKET FOR COMPANY'S COMMON STOCK
                       AND RELATED SECURITY HOLDER MATTERS

         The Company's common stock is quoted in the National Market System
(NMS) of NASDAQ under the symbol FVNB. The number of shareholders of record of
common stock at March 20, 2001 was 609. The following table shows the range of
high and low sales prices per share of common stock of the Company on the
over-the-counter market, as reported by NASDAQ. Prices quoted on the NASDAQ NMS
reflect inter-dealer prices, without retail markup, markdown or commission and
may not necessarily represent actual transactions.
<TABLE>
<CAPTION>
                                                                     2000                             1999
                                                                     ----                             ----
                                                             High              Low             High            Low
                                                             ----              ---             ----            ---
<S>                                                        <C>               <C>             <C>              <C>
First Quarter                                              $39.500           $29.938         $36.000         $32.000
Second Quarter                                              35.000            31.500          34.500          27.000
Third Quarter                                               36.000            33.500          33.000          29.000
Fourth Quarter                                              36.250            35.000          40.000          30.500
</TABLE>

         On January 24, 2001, the Board of Directors approved a regular
quarterly cash dividend of $.35 per share payable on February 16, 2001, to
shareholders of record as of February 2, 2001. Total dividends paid during each
of 2000 and 1999 were $1.40 per share, respectively. See "Capital" section (page
18) in "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and "Shareholders' Equity" (page 38) in Note 11 to the
consolidated financial statements herein incorporated by reference from FVNB
Corp.'s 2000 Annual Report to Shareholders for further discussion of the payment
of dividends and restrictions.


                        ITEM 6. SELECTED FINANCIAL DATA

         The information set forth under the caption "Selected Financial Data"
located on page 49 of FVNB Corp.'s 2000 Annual Report to Shareholders is
incorporated herein by reference.

                ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         The information contained under the captions "Management's Discussion
and Analysis of Financial Condition and Results of Operations" on pages 6
through 20, inclusive, of FVNB Corp.'s 2000 Annual Report to Shareholders is
incorporated herein by reference.

      ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         The information set forth under the caption "Interest Rate
Sensitivity" on pages 7 through 8 of FVNB Corp.'s 2000 Annual Report to
Shareholders is incorporated herein by reference.

         ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The Consolidated Financial Statements of FVNB Corp. and Independent
Public Accountants' Reports contained on pages 21 through 47, inclusive, of
FVNB Corp.'s 2000 Annual Report to Shareholders are incorporated herein by
reference.

                                        13
<PAGE>

              ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE

         On February 16, 1999, the Board of Directors of the Company decided
not to renew the contract of Arthur Andersen LLP ("Arthur Andersen") as
independent accountants for the Company effective upon completion of the audit
for the year ended December 31, 1998. Arthur Andersen's report on the
financial statements for the past two years did not contain an adverse opinion
or a disclaimer of opinion, and was not qualified or modified as to
uncertainty, audit scope, or accounting principles. The decision to change
accountants was approved by the Board of Directors of the Company, upon the
recommendation of the Audit Committee, on February 16, 1999. During the
Company's two most recent fiscal years and any subsequent interim period
preceding such change in accountants, there were no disagreements with Arthur
Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement(s),
if not resolved to the satisfaction of Arthur Andersen, would have caused it
to make a reference to the subject matter of the disagreement(s) in connection
with its report. Upon the recommendation of the Audit Committee, the Company
engaged KPMG LLP as the independent accountants of the Company by action of
the Board of Directors of the Company on February 16, 1999, to be effective as
of the completion by Arthur Andersen of the audit for the year ended December
31, 1998.

                                   PART III

          ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

         The name of each director, his present age, the year he first became
a director of the Company, his principal occupation or employment, and any
executive offices with the Company are set forth below.
<TABLE>
<CAPTION>
                                                                           Executive Offices
                                                 Served as                 With the Company,
                                                 Director                Principal Occupation
Director                      Age                Since (1)                 or Employment (2)
--------                      ---                ---------                 -----------------
<S>                           <C>                <C>                   <C>
Michael S. Anderson           38                   1990                Chairman of the Board,
                                                                       FVNB Corp. and First Victoria
                                                                       National Bank; Attorney at Law

O. D. Edwards, Jr.            61                   1973                Ranching, farming, oil & gas;
                                                                       Formerly General Manager,
                                                                       Welder-Edwards Cattle Co.

David P. Engel                50                   1994                Manager, Engel Investments, LLC

David M. Gaddis               51                   1989                President and
                                                                       Chief Executive Officer,
                                                                       FVNB Corp.

Walter T. Haenggi             43                   1998                Ranching

Robert L. Halepeska           47                   1993                Executive Vice President,
                                                                       M. G. and Lillie A. Johnson
                                                                       Foundation, Inc.

Thomas Lane Keller            43                   1994                Keller & Associates,
                                                                       Certified Public Accountants

James Robert McCan            43                   1997                McFaddin Enterprises, Inc.
                                                                       (Ranching)



                                        14
<PAGE>


J. E. McCord                  84                   1951                Retired (Previous partner,
                                                                       McCord Partnership - real
                                                                       estate development)

Thomas M. O'Connor            78                   1951                Sole Proprietor
                                                                       (Ranching and farming)

Roger Welder                  42                   1992                Vice-Chairman of the Board,
                                                                       FVNB Corp. and First Victoria
                                                                       National Bank;
                                                                       J. F. Welder Heirs
                                                                       (Ranching, mineral holdings)
</TABLE>

(1)      With the exception of Walter T. Haenggi, the year indicated is the year
         each person first became a director of First Victoria National Bank.
         Upon the formation of the holding company in September 1998, each of
         these individuals became a director of both First Victoria National
         Bank and the Company. Walter T. Haenggi was appointed as director of
         both First Victoria National Bank and the Company in 1998.

(2)      All directors have been actively engaged in the business identified as
         their principal occupation for at least five years. All directors
         except David M. Gaddis and Robert L. Halepeska are self-employed.

         None of the directors is a director of any other company which has a
class of securities registered under, or is required to file reports under, the
Securities and Exchange Act of 1934, or of any company registered under the
Investment Company Act of 1940.

EXECUTIVE OFFICERS

         The following lists the names and ages of all executive officers of the
Company, the positions in which they currently serve or previously served as
executive officers and the period during which they have served as such:
<TABLE>
<CAPTION>
                                                                                             Served in
       Name                   Age                         Title                              Capacity
       ----                   ---                         -----                              --------
<S>                           <C>                    <C>                                    <C>
David M. Gaddis               51                     President and                          09/98-Present
                                                     Chief Executive Officer,
                                                     FVNB Corp.

                                                     President and                             07/89-5/00
                                                     Chief Executive Officer,
                                                     First Victoria National Bank

Dana K. Fowler                35                     Secretary and Principal                10/00-Present
                                                     Accounting Officer,
                                                     FVNB Corp.

                                                     Senior Vice President                  05/00-Present
                                                     Finance and Accounting,
                                                     FVNB Corp.

                                                     Senior Vice President                     04/97-5/00
                                                     and Controller,
                                                     First Victoria National Bank

                                                     Vice President                            04/93-5/00
                                                     and Controller,
                                                     First Victoria National Bank
</TABLE>

                                15

<PAGE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more than 10% of the
Company's Common Stock to file initial stock ownership reports and reports of
changes in ownership with the Securities and Exchange Commission. The Company is
required to disclose in this report any failure to file such reports by the
applicable dates during the last fiscal year. During 2000 no director, executive
officer or principal shareholder of the Company failed to file the appropriate
reports as required by Section 16(a) of the Securities Exchange Act of 1934. In
making these disclosures, the Company has relied solely on its review of the
copies of the filings furnished to the Company and written representations of
the applicable persons.

                                        ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

         The following compensation table sets forth all compensation for
services in all capacities paid by the Company to the most highly compensated
executive officer of the Company whose aggregate compensation exceeded $100,000
for 2000.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                          Annual Compensation               Long Term Compensation
----------------------------------------------------------------------------------------------------------------------
                                                                              Awards
----------------------------------------------------------------------------------------------------------------------
                                                             Other
                                                             Annual    Restricted                         All Other
                                    Salary       Bonus       Comp.       Stock     Options/     LTIP     Compensation
Name and Principal          Year      (a)         (b)        (N/A)       Awards    SARs (#)    Payouts       (c)
position
======================================================================================================================
<S>                         <C>     <C>          <C>         <C>       <C>         <C>         <C>       <C>
David M. Gaddis              2000   $196,584           $0      --            0.00     --         --            $4,915
----------------------------------------------------------------------------------------------------------------------
President & Chief            1999   $186,412     $117,303      --            0.00     --         --            $4,000
----------------------------------------------------------------------------------------------------------------------
Executive Officer            1998   $181,626      $66,717      --            0.00     --         --            $4,000
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)      Represents the annual wages earned by the named executive officer plus
         any fees received for service in the capacity of director. All cash
         compensation paid to the named officer was paid by First Victoria
         National Bank. The Company did not pay any cash compensation to any
         officer or director.

 (b)     Represents the short-term cash award earned under the Incentive
         Compensation Plan. Amounts are payable by March 1st in the year
         following the year in which the award was earned.

(c)      Includes portions relating to First Victoria National Bank's matching
         of the named executive officer's 401(k) contribution to the Employees'
         Profit Sharing Plan.

OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                       Percent of
                                          Total
                                         Options                                           Potential Realizable
                          Number of    Granted To                                            Value at Assumed
                         Securities     Employees                                          Annual Rates of Stock
                         Underlying   and Directors    Exercise or                          Price Appreciation
                           Options      In Fiscal      Base Price       Expiration            For Option Term
                         Granted (1)      Year           ($/Sh)            Date
                                                                                      --------------------------------
                                                                                        5% ($) (2)      10% ($) (2)
----------------------------------------------------------------------------------------------------------------------
<S>                      <C>           <C>             <C>              <C>           <C>               <C>
David M. Gaddis               15,000         21.55%       36.25          05/15/10             341,961         866,597
----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                        16
<PAGE>

(1)    The options shown in the table are nonstatutory stock options, each of
       which were granted under the Company's 1998 FVNB Corp. Stock Incentive
       Plan, with an exercise price equal to the average of the high and low bid
       and ask prices for the common stock on the date of grant. Options have a
       six month vesting period for directors and a ratable three year vesting
       period for officers. All options expire ten years from the date of the
       grant.

(2)    The dollar amounts shown are based on certain assumed rates of
       appreciation and the assumption that the options will not be exercised
       until the end of the expiration periods applicable to the options. Actual
       realizable values, if any, on stock option exercises and common
       stockholdings are dependent on the future performance of the Company's
       common stock and overall stock market conditions. There can be no
       assurances that the amounts reflected will be achieved.

RETIREMENT PLAN

         The retirement plan for employees of First Victoria National Bank is a
non-contributory, trusteed retirement plan, providing retirement and death
benefits to all full-time employees who have completed one year of service.
Benefits accrue to the participants based upon years of service and salary. The
funding is limited to the maximum amounts that are available for deduction for
federal income tax purposes. Contributions of approximately $325,000 and $26,000
were made to fund the plan during 1999 and 1998, respectively. No contributions
were made to the plan during 2000. The plan provides for a single benefit
formula that is based on the participant's final adjusted monthly compensation.
Employees are required to complete five years of service for their retirement to
vest. During 2000, no amounts were paid or distributed to executive officers
pursuant to the plan.

         As of December 31, 2000, the most highly compensated executive officer
of the Company whose aggregate compensation exceeded $100,000 had years of
credited service as follows: David M. Gaddis - 21 years. If Mr. Gaddis works
until the normal retirement age of 65, his estimated annual benefit under the
plan would be approximately $106,492 assuming no future salary increases.

DIRECTORS' COMPENSATION

         The Directors of the Company are the same individuals as the Directors
of First Victoria National Bank. The Directors of First Victoria National Bank
are compensated by the bank for their service as directors. Directors receive a
cash payment of $500 for each meeting of the bank's Board of Directors attended
and a cash payment of $300 for each committee meeting attended. In addition,
beginning in May 2000 the Company began paying Directors of the Company cash
compensation in like amounts for attending meetings of the Company's Board of
Directors or committees thereof, except that no such compensation is payable for
attendance at any meeting of the Company's Board of Directors or any committee
thereof that is held in conjunction with a meeting of the Board of Directors of
First Victoria National Bank, in the case of Company Board meetings, or the
corresponding committee of the bank's Board, in the case of Company committee
meetings. During 1998, the Directors of the Company were granted options to
purchase 2,000 shares of common stock of the Company with the exception of
Walter T. Haenggi who received options to purchase 1,000 shares of common stock
of the Company and David M. Gaddis who received options to purchase 9,000 shares
of common stock of the Company for his service as an officer of First Victoria
National Bank. During 1999, the Directors of the Company were granted additional
options to purchase 1,000 shares of common stock of the Company with the
exception of David M. Gaddis who received options to purchase 15,000 shares of
common stock of the Company for his service as an officer of First Victoria
National Bank. During 2000, the Directors of the Company were granted additional
options to purchase 1,000 shares of common stock of the Company with the
exception of David M. Gaddis who received options to purchase 15,000 shares of
common stock of the Company for his service as an officer of First Victoria
National Bank.

         During 2000, First Victoria National Bank maintained the First Victoria
National Bank Board of Directors Deferred Compensation Plan pursuant to which
directors may elect to have their director fees


                                        17
<PAGE>

deferred. Distribution of the amount owing under the plan to each director
commences on the later of January 1 of the year subsequent to the year in
which the director reaches the age of sixty-five or on January 1 of the year
subsequent to the year in which the director ceases to be a director. The
method of distribution of the amount owing, which is determined at the time
the director elects to participate, may be in one lump sum or in any number
of equal annual installments, not to exceed ten. The plan provides for
alternative investment options for plan participants. During 2000, two
directors participated in the plan with total deposits to the plan of
approximately $28,600.

CHANGE IN CONTROL ARRANGEMENT

         The Company entered into a change in control agreement with David M.
Gaddis as of January 24, 2001. The agreement is for a term of one year and
automatically renews each year absent notice to the contrary from the Company
or Mr. Gaddis. The agreement will continue in effect for an additional period
of twenty-four months if a change in control, as defined in the agreement,
occurs during the term of the agreement. The agreement generally provides
that if, after the occurrence of a change in control, the employment of Mr.
Gaddis by the Company is terminated by the Company other than for Cause, as
defined in the agreement, or by Mr. Gaddis for Good Reason, as defined in the
agreement, Mr. Gaddis shall be entitled to receive as severance pay cash
equal to two and 99/100 (2.99) times his annualized includible compensation
for the base period.

COMPENSATION AND RETIREMENT COMMITTEE AND STOCK INCENTIVE PLAN COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION

         The executive compensation program of the Company is administered by
the Compensation and Retirement Committee of the Board of Directors of First
Victoria National Bank (the "Compensation Committee"), which is composed of
David P. Engel, O. D. Edwards, Jr., Walter Haenggi, Thomas Lane Keller, James
R. McCan and Thomas M. O'Connor, all of whom are outside directors of First
Victoria National Bank. The 1998 FVNB Corp. Stock Incentive Plan Committee of
the Company, which determines the stock option grants to the officers,
directors and employees of the Company and its subsidiaries, is likewise
composed of David P. Engel, O. D. Edwards, Jr., Walter Haenggi, Thomas Lane
Keller, James R. McCan and Thomas M. O'Connor, all of whom are outside
directors of the Company. O. D. Edwards, Jr., Thomas Lane Keller, James R.
McCan, and Thomas M. O'Connor each have indebtedness outstanding with First
Victoria National Bank in an amount which exceeds $60,000, which indebtedness
is fully performing and is included in the summary disclosure regarding the
aggregate amounts receivable by the Subsidiary Banks from certain related
parties set forth in Item 13.



                                        18
<PAGE>


                  ITEM 12. SECURITY OWNERSHIP OF CERTAIN
                     BENEFICIAL OWNERS AND MANAGEMENT

         Based upon information received upon request from the persons
concerned, each person known to be the beneficial owner of more than five
percent of the Company's common stock, each director, named executive officer
and all directors and executive officers of the Company as a group, owned
beneficially as of March 20, 2001, the number and percentage of outstanding
shares indicated in the following table:
<TABLE>
<CAPTION>
                                                                                                  Percentage
Name                                                                 No. of Shares (1)           of Class (2)
----                                                                 -----------------           ------------
<S>                                                                  <C>                         <C>
Michael S. Anderson (3)..............................................      150,902                    6.06%
P. O. Box 2549
Victoria, Texas 77902

D. H. Braman, Jr. (4)................................................      134,660                    5.41%
One O'Connor Plaza, Suite 1100
Victoria, Texas 77901

Ann O'Connor Williams Harithas (5)...................................      137,280                    5.51%
P. O. Box 2549
Victoria, Texas 77902

Trust and Investment Management Department (6).......................      277,078                   11.13%
First Victoria National Bank
101 S. Main St.
Victoria, Texas 77901

O. D. Edwards, Jr. (7)...............................................       33,424                    1.34%
David P. Engel (8)...................................................       10,527                        *
David M. Gaddis (9)..................................................       23,184                        *
Walter T. Haenggi (10)...............................................       27,529                    1.11%
Robert L. Halepeska (11).............................................       22,400                        *
Thomas Lane Keller (12)..............................................        6,000                        *
James Robert McCan (13)..............................................        6,200                        *
J. E. McCord (14)....................................................       12,304                        *
Thomas M. O'Connor (15)..............................................       87,624                    3.52%
Roger Welder (16)....................................................        8,500                        *

All Directors and Executive Officers
  as a group (12 persons) (17).......................................      391,639                   15.73%
</TABLE>

*   less than one percent

(1)      Except as otherwise specified, beneficial ownership of common stock is
         direct and the named beneficial owner has sole voting and investment
         powers with respect to the shares reflected as owned by it.

(2)      The percentage of class represents the number of shares beneficially
         owned as a percentage of all outstanding shares of Company stock plus
         all exercisable stock options issued to directors and executive
         officers of the Company.

(3)      The beneficial stock holdings of Michael S. Anderson include 148,902
         shares owned directly by him (including 4,000 exercisable stock
         options) and 2,000 shares owned by his spouse.

                                        19
<PAGE>

(4)      The beneficial stock holdings of D. H. Braman, Jr. include 112,580
         shares owned directly by him and 22,080 shares as to which he has
         voting rights as trustee of the Kate S. O'Connor Trust. Thomas E.
         Braman, son of D. H. Braman, Jr., is a beneficiary of the trust.

(5)      The beneficial stock holdings shown for Ann O'Connor Williams Harithas
         are held in a revocable trust known as the Ann W. Harithas Liquid
         Assets Trust. Co-trustees for the trust are Ann O'Connor Williams
         Harithas, R. L. Keller and Kenneth R. Page.

(6)      The Trust and Investment Management department of First Victoria
         National has the authority to vote the shares indicated through the
         nominee name Oster & Co. (Oster & Co. is a Texas partnership composed
         of David M. Gaddis, Dana K. Fowler and C. Dee Harkey, all officers of
         First Victoria National Bank). The shares are owned by many different
         accounts, each of which is governed by a separate instrument that sets
         forth the powers of the fiduciary with regard to the securities held in
         such accounts.

(7)      The beneficial stock holdings shown for O. D. Edwards, Jr. include
         4,000 shares issuable upon exercise of currently-exercisable stock
         options, 17,280 shares held by the Pattie Welder Edwards Estate of
         which he is co-executor, and 6,320 shares held by the 1976 Edwards
         Trust A, of which he is trustee.

(8)      The beneficial stock holdings shown for David P. Engel include 4,000
         shares issuable upon exercise of currently-exercisable stock options.

(9)      The beneficial stock holdings of David M. Gaddis include 21,000 shares
         issuable upon exercise of currently-exercisable stock options and 40
         shares owned by his children.

(10)     The beneficial stock holdings of Walter T. Haenggi include 3,000 shares
         issuable upon exercise of currently-exercisable stock options and
         21,529 shares owned by his spouse.

(11)     The beneficial stock holdings shown for Robert L. Halepeska include
         4,000 shares issuable upon exercise of currently-exercisable stock
         options and 16,900 shares as to which he has sole voting rights as
         Executive Vice President of the M. G. and Lillie Johnson Foundation,
         Inc.

(12)     The beneficial stock holdings shown for Thomas Lane Keller include
         4,000 shares issuable upon exercise of currently-exercisable stock
         options.

(13)     The beneficial stock holdings shown for James Robert McCan include
         4,000 shares issuable upon exercise of currently-exercisable stock
         options and 2,200 shares owned by him in a management trust for which
         he holds sole voting rights.

(14)     The beneficial stock holdings shown for J.E. McCord include 4,000
         shares issuable upon exercise of currently-exercisable stock options.

(15)     The beneficial stock holdings shown for Thomas M. O'Connor include
         4,000 shares issuable upon exercise of currently-exercisable stock
         options, 2,336 shares held in the Madeline F. O'Connor Trust, and
         14,952 shares in the name of Greta Investment Company for which he has
         sole voting rights.

(16)     The beneficial stock holdings shown for Roger Welder include 4,000
         shares issuable upon exercise of currently-exercisable stock options.

(17)     The beneficial stock holdings of the directors and executive officers
         as a group include the stock holdings of all the directors as well as
         those of Dana K. Fowler, Secretary and Principal Accounting Officer of
         the Company.


                                        20
<PAGE>


             ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The aggregate amount receivable by First Victoria National Bank and
Citizens Bank of Texas from certain related parties of the Company (directors
and executive officers, including their associates, immediate family members and
companies in which they are principal owners) was approximately $4,073,000 as of
December 31, 2000 (approximately .57% of the Company's total consolidated assets
at such date). In the opinion of management of the Subsidiary Banks, such loan
transactions with related parties have been and will continue to be entered into
in the ordinary course of business on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with others, and do not involve more than the normal risk of
collectability or involve a delinquency as to payment of principal or interest
or present other unfavorable features.


                                     PART IV

    ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)      1. The following financial statements and independent public
         accountants' reports have been incorporated in Item 8 of this report by
         reference to pages 21 through 47 of FVNB Corp.'s 2000 Annual Report to
         Shareholders:

              Consolidated Balance Sheets as of December 31, 2000 and 1999

              Consolidated Statements of Income for each of the three years
              ended December 31, 2000

              Consolidated Statements of Comprehensive Income for each of the
              three years ended December 31, 2000

              Consolidated Statements of Shareholders' Equity for each of the
              three years ended December 31, 2000

              Consolidated Statements of Cash Flows for each of the three years
              ended December 31, 2000

              Notes to Consolidated Financial Statements

              Reports of Independent Public Accountants

         2. No financial statement schedules are required to be filed as a part
         of this report.

(b)      On February 1, 2001, the Company filed a current report on Form 8-K to
         announce that on January 24, 2001, the Board of Directors of FVNB Corp.
         declared a cash dividend of $.35 per share payable on February 16, 2001
         to shareholders of record as of February 2, 2001.

         On February 8, 2001, the Company filed a current report on Form 8-K to
         announce FVNB Corp.'s earnings for 2000 and to provide a consolidated
         financial summary for 2000 and unaudited financial information related
         to the fourth quarter of 2000.

(c)      The following exhibits are filed as part of this report:
<TABLE>
<S>          <C>         <C>
               3.1+      Articles of Incorporation of the registrant
                         [incorporated by reference from exhibit 3.1 of the
                         registrant's registration statement on Form S-4.
                         (333-47939) Filed on March 13, 1998.]


                                        21
<PAGE>

               3.2+      Bylaws of the registrant [incorporated by reference
                         from exhibit 3 of the registrant's Quarterly Report on
                         Form 10-Q Filed on August 11, 2000.]

              10.1*+     FVNB Corp. Stock Incentive Plan [incorporated by
                         reference from  exhibit 10.1 of the registrant's
                         registration statement on Form S-4. (333-47939) Filed
                         on March 13, 1998.]

              10.2+      Agreement and Plan of Merger by and between FVNB Corp.
                         and CBOT Financial Corporation dated as of October 8,
                         1998 [incorporated by reference from exhibit 10.2 of
                         the registrant's Quarterly Report on Form 10-Q filed on
                         November 13, 1998.]

              10(a)*+    First Victoria National Bank Board of Directors
                         Deferred Compensation Plan [incorporated herein as an
                         exhibit by reference to the Annual Report, Exhibit
                         10(a) therein, under the Securities Exchange Act of
                         1934, filed by First Victoria National Bank on Form
                         10-K on March 25, 1997]

              10(b)*+    Employees' Profit Sharing Plan [incorporated herein
                         as an exhibit by reference to the Annual Report,
                         Exhibit 10(b) therein, under the Securities Exchange
                         Act of 1934, filed by First Victoria National Bank on
                         Form 10-K on March 25, 1997]

              10(c)*+    Incentive Compensation Plan [incorporated herein as
                         an exhibit by reference to the Annual Report, Exhibit
                         10(c) therein, under the Securities Exchange Act of
                         1934, filed by First Victoria National Bank on Form
                         10-K on March 25, 1997]

              10(d)*+    Pension Plan [incorporated herein as an exhibit by
                         reference to the Annual Report, Exhibit 10(d) therein,
                         under the Securities Exchange Act of 1934, filed by
                         First Victoria National Bank on Form 10-K on March 25,
                         1997]

              10(e)*+    Officer Annual Incentive Plan, as revised July 2,
                         1997, [incorporated herein as an exhibit by reference
                         to the Quarterly Report, Exhibit 10(e) therein, under
                         the Securities Exchange Act of 1934, filed by First
                         Victoria National Bank on Form 10-Q on August 8, 1997]

              10(f) *    Change in Control Agreement dated January 24, 2001, by
                         and between FVNB Corp. and David M. Gaddis.

              13   **    2000 Annual Report to Shareholders

              21         Subsidiaries of the Registrant

              23.1       Consent of KPMG LLP

              23.2       Consent of Arthur Andersen LLP
</TABLE>

*        These documents constitute compensatory plans or arrangements
**       Deemed filed only with respect to those portions thereof incorporated
         herein by reference
+        Previously filed


                                        22
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                 FVNB CORP.


    March 26, 2001               By:              /s/ DAVID M. GADDIS
----------------------                ------------------------------------------
         Date                                       David M. Gaddis
                                         President and Chief Executive Officer


    March 26, 2001               By:              /s/ DANA K. FOWLER
----------------------                ------------------------------------------
         Date                                       Dana K. Fowler
                                      Secretary and Principal Accounting Officer



                                                      23
<PAGE>


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
<TABLE>
<S>                                                    <C>                                     <C>

------------------------------------------------       --------------------------------        -----------------------
             Michael S. Anderson                                     Title                               Date

           /s/ O. D. Edwards, Jr.                                  Director                         March 26, 2001
------------------------------------------------       --------------------------------        -----------------------
             O. D. Edwards, Jr.                                      Title                               Date


------------------------------------------------       --------------------------------        -----------------------
               David P. Engel                                        Title                               Date

             /s/ David M. Gaddis                                   Director                         March 26, 2001
------------------------------------------------       --------------------------------        -----------------------
               David M. Gaddis                                       Title                               Date

            /s/ Walter T. Haenggi                                  Director                         March 26, 2001
------------------------------------------------       --------------------------------        -----------------------
              Walter T. Haenggi                                      Title                               Date

           /s/ Robert L. Halepeska                                 Director                         March 26, 2001
------------------------------------------------       --------------------------------        -----------------------
             Robert L. Halepeska                                     Title                               Date

           /s/ Thomas Lane Keller                                  Director                         March 26, 2001
------------------------------------------------       --------------------------------        -----------------------
             Thomas Lane Keller                                      Title                               Date

        /s/ James Robert "Bob" McCan                               Director                         March 26, 2001
------------------------------------------------       --------------------------------        -----------------------
          James Robert "Bob" McCan                                   Title                               Date

              /s/ J. E. McCord                                     Director                         March 26, 2001
------------------------------------------------       --------------------------------        -----------------------
                J. E. McCord                                         Title                               Date

           /s/ Thomas M. O'Connor                                  Director                         March 26, 2001
------------------------------------------------       --------------------------------        -----------------------
             Thomas M. O'Connor                                      Title                               Date

            /s/ Billy W. Ruddock                                   Director                         March 26, 2001
------------------------------------------------       --------------------------------        -----------------------
              Billy W. Ruddock                                       Title                               Date

              /s/ Roger Welder                                     Director                         March 26, 2001
------------------------------------------------       --------------------------------        -----------------------
                Roger Welder                                         Title                               Date
</TABLE>


                                                      24
<PAGE>


                                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit           Description
-------           -----------
<S>               <C>
10(f) *           Change in Control Agreement dated January 24, 2001, by and
                  between FVNB Corp. and David M. Gaddis.

13   **           2000 Annual Report to Shareholders

21                Subsidiaries of the Registrant

23.1              Consent of KPMG LLP

23.2              Consent of Arthur Andersen LLP
</TABLE>

** Deemed filed only with respect to those portions thereof incorporated herein
by reference.



                                        25