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                                                                    EXHIBIT 1.01


                       FNB FINANCIAL SERVICES CORPORATION

                                  COMMON STOCK

                             UNDERWRITING AGREEMENT



                                 April 15, 1998





INTERSTATE/JOHNSON LANE CORPORATION 

     As representative of the several
     Underwriters named in Schedule I hereto,
     c/o Interstate/Johnson Lane Corporation
     Interstate Tower 
     121 West Trade Street
     Charlotte, North Carolina 28202

Dear Sirs:

         FNB Financial Services Corporation, a North Carolina corporation (the
"Company") proposes, subject to the terms and conditions stated herein, to issue
and sell to the underwriters named in Schedule I hereto (the "Underwriters") an
aggregate of 780,000 shares of common stock, par value $1.00 per share (the
"Common Stock"), of the Company (the "Firm Shares"), and, at the election of the
Underwriters, subject to the terms and conditions stated herein, to sell to the
Underwriters up to 117,000 additional shares of Common Stock (the "Optional
Shares") solely to cover overallotments, if any (the Firm Shares and the
Optional Shares that the Underwriters elect to purchase pursuant to Section 2
hereof are collectively called the "Shares").

         1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to, and agrees with each of the Underwriters that:

                  (a) A registration statement on Form S-2 (File No. 333-47203)
         (the "Registration Statement") with respect to the Shares, has been
         filed by the Company with the Securities and Exchange Commission (the
         "Commission") under the Securities Act of 1933, as amended (the "Act");
         the Registration Statement and any post-effective amendment thereto,
         each in the form heretofore delivered to you, and, excluding exhibits
         thereto but including all documents incorporated by reference in the
         prospectus contained therein, delivered to you for each of the
         Underwriters, have been declared effective by the Commission in such
         form; other than a registration statement increasing the size of the



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         offering, filed pursuant to Rule 462(b) under the Act which became
         effective upon filing (the "Rule 462(b) Registration Statement"); no
         other document with respect to the Registration Statement, any post
         effective amendment thereto or the Rule 462(b) Registration Statement
         has heretofore been filed with the Commission; and no stop order
         suspending the effectiveness of the Registration Statement has been
         issued and no proceeding for that purpose has been instituted or
         threatened by the Commission (any preliminary prospectus included in
         the Registration Statement or filed with the Commission pursuant to
         Rule 424 of the Rules and Regulations of the Commission under the Act,
         being hereinafter called a "Preliminary Prospectus", the various parts
         of such Registration Statement and the Rule 462(b) Registration
         Statement, including all exhibits thereto, and including (i) the
         information contained in the form of final prospectus filed with the
         Commission pursuant to Rule 424(b) under the Act in accordance with
         Section 5(a) of this Agreement and deemed by virtue of Rule 430(A)
         under the Act to be part of the Registration Statement at the time it
         was declared effective, and (ii) the documents incorporated by
         reference in the Prospectus contained in the Registration Statement at
         the time such part of the Registration Statement became effective or
         such part of the Rule 462(b) Registration Statement became or
         hereinafter becomes effective, each as amended at the time such part
         became effective, being herein called collectively the "Registration
         Statement", and the final prospectus, in the form first filed pursuant
         to Rule 424(b), being hereinafter called the "Prospectus"; and any
         reference herein to any Preliminary Prospectus or the Prospectus shall
         be deemed to refer to and include the documents incorporated by
         reference herein pursuant to Item 12 of Form S-2 under the Act.)

                  (b) No order preventing or suspending the use of any
         Prospectus has been issued and no proceeding for that purpose has been
         instituted or threatened by the Commission or the securities authority
         of any state or other jurisdiction. No stop order suspending the
         effectiveness of the Registration Statement or any part thereof has
         been issued and no proceeding for that purpose has been instituted or
         threatened or, to the best knowledge of the Company, contemplated by
         the Commission or the securities authority of any state or other
         jurisdiction.

                  (c) Each Prospectus filed as part of the Registration
         Statement as originally filed or as part of any amendment thereto
         complied when so filed in all material respects with the requirements
         applicable to it under the Act and the rules and regulations
         promulgated thereunder and none of such documents contained an untrue
         statement of a material fact or omitted to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading; and any further documents so filed and
         incorporated by reference in the Prospectus or any further amendment or
         supplement thereto, when such documents become effective or are filed
         with the Commission, as the case may be, will conform in all material
         respects to the requirements of the Act or the Securities Exchange Act
         of 1934, as applicable, and the rules and regulations of the Commission
         thereunder and will not contain an untrue statement of material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading; provided,
         however, that this representation and warranty shall not apply to any
         statements or omissions made in reliance upon and in conformity with


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         information furnished in writing to the Company by an Underwriter
         through Interstate/Johnson Lane Corporation expressly for use therein.
         When the Registration Statement or any amendment thereto was declared
         effective, and at each Time of Delivery (as hereinafter defined), it
         (i) contained all statements required to be stated therein in
         accordance with, and complied or will comply in all material respects
         with the requirements of the Act and the rules and regulations of the
         Commission thereunder and (ii) did not include any untrue statement of
         a material fact or omit to state any material fact necessary to make
         the statements therein not misleading. When the Prospectus or any
         amendment or supplement thereto is filed with the Commission pursuant
         to Rule 424(b) (or, if the Prospectus or such amendment or supplement
         is not required to be so filed, when the Registration Statement or the
         amendment thereto containing such amendment or supplement to the
         Prospectus was or is declared effective) and at each Time of Delivery,
         the Prospectus, as amended or supplemented at any such time (i)
         contained or will contain all statements required to be stated therein
         in accordance with, and complied or will comply in all material
         respects with the requirements of, the Act and the rules and
         regulations of the Commission thereunder and (ii) did not or will not
         include any untrue statement of a material fact or omit to state any
         material fact necessary in order to make the statements therein, in
         light of the circumstances under which they were made, not misleading.
         The foregoing provisions of this paragraph (c) do not apply to
         statements or omissions made in any Preliminary Prospectus, the
         Registration Statement or any amendment thereto or the Prospectus or
         any amendment or supplement thereto in reliance upon and in conformity
         with written information furnished to the Company by any Underwriter.

                  (d) The descriptions in the Registration Statement and the
         Prospectus of statutes, legal and governmental proceedings or contracts
         and other documents that are required to be so described are accurate
         and fairly present the information required to be shown; and there are
         no statutes or legal or governmental proceedings required to be
         described in the Registration Statement or the Prospectus that are not
         described as required and no contracts or documents of a character that
         are required to be described in the Registration Statement or the
         Prospectus or to be filed as exhibits to the Registration Statement
         that are not described and filed as required.

                  (e) Each of the Company and its subsidiary has been duly
         incorporated, is validly existing as a corporation under the laws of
         its jurisdiction of incorporation and has full power and authority to
         own or lease its properties and conduct its business as described in
         the Prospectus. The Company has full power and authority to enter into
         this Agreement and to perform its obligations hereunder. Each of the
         Company and its subsidiary is duly qualified to transact business as a
         foreign corporation and is in good standing under the laws of each
         other jurisdiction in which it owns or leases properties, or conducts
         any business, so as to require such qualification, except where the
         failure to so qualify would not have a material adverse effect on the
         financial position, results of operations or business of the Company
         and its subsidiary.


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                  (f) The Company's authorized, issued and outstanding capital
         stock is as disclosed in the Prospectus. All of the issued shares of
         capital stock of the Company have been duly authorized and validly
         issued, are fully paid and nonassessable and conform to the description
         of the Common Stock contained in the Prospectus. None of the issued
         shares of capital stock of the Company or its subsidiary has been
         issued or is owned or held in violation of any preemptive rights of
         shareholders, and no person or entity (including any holder of
         outstanding shares of capital stock of the Company or its subsidiary)
         has any preemptive or other rights to subscribe for any of the Shares.

                  (g) All of the issued shares of capital stock of the Company's
         subsidiary have been duly authorized and validly issued, are fully
         paid, and, except as may be applicable under the National Bank Act,
         nonassessable and are owned beneficially by the Company free and clear
         of all liens, security interests, pledges, charges, encumbrances,
         defects, shareholders' agreements, voting trusts, equities or claims of
         any nature whatsoever. Other than First National Bank Southeast, the
         Company does not own, directly or indirectly, any capital stock or
         other equity securities of any other corporation or any ownership
         interest in any partnership, joint venture or other association.

                  (h) Except as disclosed in the Prospectus, there are no
         outstanding (i) securities or obligations of the Company or its
         subsidiary convertible into or exchangeable for any capital stock of
         the Company or its subsidiary, (ii) warrants, rights or options to
         subscribe for or purchase from the Company or its subsidiary any such
         capital stock or any such convertible or exchangeable securities or
         obligations, or (iii) obligations of the Company or its subsidiary to
         issue any shares of capital stock, any such convertible or exchangeable
         securities or obligations, or any such warrants, rights or options.

                  (i) Since the date of the most recent audited financial
         statements included in the Prospectus, neither the Company nor its
         subsidiary has sustained any material loss or interference with its
         business from fire, explosion, flood or other calamity, whether or not
         covered by insurance, or from any labor dispute or court or
         governmental action, order or decree, otherwise than as disclosed in or
         contemplated by the Prospectus.

                  (j) Since the respective dates as of which information is
         given in the Registration Statement and the Prospectus, (i) neither the
         Company nor its subsidiary has incurred any liabilities or obligations,
         direct or contingent, or entered into any transactions, not in the
         ordinary course of business, that are material to the Company and its
         subsidiary, (ii) the Company has not purchased any of its outstanding
         capital stock or declared, paid or otherwise made any dividend or
         distribution of any kind on its capital stock, (iii) there has not been
         any change in the capital stock, long-term debt or short-term debt of
         the Company or its subsidiary, and (iv) there has not been any material
         adverse change, or any development involving a prospective material
         adverse change, in or affecting the financial position, results of
         operations or business of the Company and its subsidiary, in each case
         other than as disclosed in or contemplated by the Prospectus.


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                  (k) The Shares have been duly authorized and, when issued and
         delivered against payment therefor as provided therein, will be validly
         issued and fully paid and nonassessable and will conform to the
         description of the Common Stock contained in the Prospectus; and the
         certificates evidencing the Shares will comply with all applicable
         requirements of North Carolina law.

                  (l) There are no contracts, agreements or understandings
         between the Company and any person granting such person the right to
         require the Company to file a registration statement under the Act with
         respect to any securities of the Company owned or to be owned by such
         person or to require the Company to include such securities in the
         securities registered pursuant to the Registration Statement (or any
         such right has been effectively waived) or any securities being
         registered pursuant to any other registration statement filed by the
         Company under the Act.

                  (m) Neither the Company nor its subsidiary is, or (with or
         without the giving of notice or passage of time or both), would be in
         violation of its Articles of Incorporation or Bylaws or in default
         under any indenture, mortgage, deed of trust, loan agreement, lease or
         other agreement or instrument to which the Company or its subsidiary is
         a party or to which any of their respective properties or assets are
         subject that is material to the Company and its subsidiary, when taken
         as a whole.

                  (n) The issue and sale of the Shares and the performance of
         this Agreement and the consummation of the transactions herein
         contemplated will not conflict with, or (with or without the giving of
         notice or the passage of time or both) result in a breach or violation
         of any of the terms or provisions of, or constitute a default under,
         any indenture, mortgage, deed of trust, loan agreement, lease or other
         agreement or instrument to which the Company or its subsidiary is a
         party or to which any of their respective properties or assets is
         subject, nor will such action conflict with or violate any provision of
         the Articles of Incorporation or Bylaws of the Company or its
         subsidiary or any statute, rule or regulation or any order, judgment or
         decree of any court or governmental agency or body having jurisdiction
         over the Company or its subsidiary or any of their respective
         properties or assets.

                  (o) The Company and its subsidiary have good and marketable
         title in fee simple to all real property, if any, and good title to all
         personal property owned by them, in each case free and clear of all
         liens, security interests, pledges, charges, encumbrances, mortgages
         and defects, except such as are disclosed in the Prospectus or such as
         do not materially and adversely interfere with the operations of the
         Company and its subsidiary; and any real property and buildings held
         under lease by the Company or its subsidiary are held under valid,
         subsisting and enforceable leases, with such exceptions as are
         disclosed in the Prospectus or are not material and do not interfere
         with the operations of the Company or its subsidiary.

                  (p) No consent, approval, authorization, order or declaration
         of or from, or registration, qualification or filing with, any court or
         governmental agency or body is 



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         required for the issue and sale of the Shares or the consummation of
         the transactions contemplated by this Agreement, except the
         registration of the Shares under the Act and such as may be required
         under state securities or blue sky laws in connection with the offer,
         sale and distribution of the Shares by the Underwriters.

                  (q) Other than as disclosed in the Prospectus, there is no
         litigation, arbitration, claim, proceeding (formal or informal) or
         investigation pending or threatened (or any basis therefor) in which
         the Company or its subsidiary is a party or of which any of their
         respective properties or assets are the subject which, if determined
         adversely to the Company or its subsidiary, would individually or in
         the aggregate have a material adverse effect on the financial position,
         results of operations or business of the Company and its subsidiary.

                  (r) This Agreement has been duly authorized, executed and
         delivered by the Company and constitutes the valid and binding
         agreement of the Company enforceable against the Company in accordance
         with its terms subject, as to enforcement, to applicable bankruptcy,
         insolvency, reorganization and moratorium laws and other laws relating
         to or affecting the enforcement of creditors' rights generally and to
         general equitable principles, and except as the enforceability of
         rights to indemnity and contribution under this Agreement may be
         limited under applicable securities laws or the public policy
         underlying such laws.

                  (s) Neither the Company nor any of its officers, directors or
         affiliates has (i) taken, directly or indirectly, any action designed
         to cause or result in, or that has constituted or might reasonably be
         expected to constitute, the stabilization or manipulation of the price
         of any security of the Company to facilitate the sale or resale of the
         Shares or (ii) since the filing of the Registration Statement (A) sold,
         bid for, purchased or paid anyone any compensation for soliciting
         purchases of, the Shares or (B) paid or agreed to pay to any person any
         compensation for soliciting another to purchase any other securities of
         the Company.

                  (t) The Company has obtained for the benefit of the Company
         and the Underwriters from each of its directors and officers a written
         agreement that for a period of 120 days from the date of the Prospectus
         such director or officer will not, without your prior written consent,
         offer, pledge, sell, contract to sell, grant any option for the sale
         of, or otherwise dispose of (or announce any offer, pledge, sale, grant
         of an option to purchase or other disposition), directly or indirectly,
         any shares of Common Stock or securities convertible into, or
         exercisable or exchangeable for, shares of Common Stock.

                  (u) The Company's subsidiary is not currently prohibited,
         directly or indirectly, from paying any dividends to the Company, from
         making any other distributions on its subsidiary's capital stock, from
         repaying to the Company any loans or advances to its subsidiary or from
         transferring its subsidiary's property or assets to the Company, except
         as disclosed in the Prospectus.


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                  (v) The Company and its subsidiary have filed all material
         foreign, federal, state and local tax returns that are required to be
         filed by them and have paid all taxes shown as due on such returns as
         well as all other taxes, assessments and governmental charges that are
         due and payable; and no deficiency with respect to any such return has
         been assessed or proposed in any material respects.

                  (w) The Company is not, nor will it become as a result of
         transactions contemplated hereby, and does not intend to conduct its
         business in a manner that would cause it to become, an "investment
         company" or a company "controlled" by an "investment company" within
         the meaning of the Investment Company Act of 1940.

         2. PURCHASE AND SALE OF SHARES. Subject to the terms and conditions
herein set forth, (a) the Company agrees to issue and sell to each of the
Underwriters, and each of the Underwriters agree, severally and not jointly, to
purchase from the Company, at a purchase price of $20.93 per share, the number
of Firm Shares set opposite the name of such Underwriter in Schedule I hereto,
and (b) in the event and to the extent that the Underwriters shall exercise the
election to purchase Optional Shares as provided below, the Company agrees to
issue and to sell to each of the Underwriters, and each of the Underwriters
agree, severally and not jointly, to purchase from the Company, at the purchase
price per share set forth in clause (a) of this Section 2, that portion of the
number of Optional Shares as to which such election shall have been exercised
(to be adjusted by you so as to eliminate fractional shares) determined by
multiplying such number of Optional Shares by a fraction, the numerator of which
is the maximum number of Optional Shares that such Underwriter is entitled to
purchase as set forth opposite the name of such Underwriter in Schedule I hereto
and the denominator of which is the maximum number of the Optional Shares that
all of the Underwriters are entitled to purchase hereunder.

         The Company hereby grants to the Underwriters the right to purchase at
its election in whole or in part from time to time up to 117,000 Optional
Shares, at the purchase price per share set forth in clause (a) in the paragraph
above for the sole purpose of covering over-allotments in the sale of Firm
Shares. Any such election to purchase Optional Shares may be exercised by
written notice from you to the Company, given from time to time within a period
of 30 calendar days after the date of this Agreement and setting forth the
aggregate number of Optional Shares to be purchased and the date on which such
Optional Shares are to be delivered, as determined by you but in no event
earlier than the First Time of Delivery (as hereinafter defined) or, unless you
and the Company otherwise agree in writing, earlier than two or later than ten
business days after the date of such notice. In the event you elect to purchase
all or a portion of the Optional Shares, the Company agrees to furnish or cause
to be furnished to you the certificates, letters and opinions, and to satisfy
all conditions set forth in Section 7 hereof at each Subsequent Time of Delivery
(as hereinafter defined).

         3. OFFERING BY THE UNDERWRITERS. Upon the authorization by you of the
release of the Shares, the several Underwriters propose to offer the Shares for
sale upon the terms and conditions disclosed in the Prospectus.


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         4. DELIVERY OF SHARES; CLOSING. Certificates in definitive form for the
Shares to be purchased by each Underwriter hereunder, and in such denominations
and registered in such names as Interstate/Johnson Lane Corporation may request
upon at least 48 hours prior notice to the Company shall be delivered by or on
behalf of the Company to you for your account against payment by you of the
purchase price therefor by official bank check or checks (payable in next day
funds unless closing is on a Friday in which case it shall be payable in same
day funds) drawn on a Charlotte, North Carolina bank, payable to the order of
the Company. The closing of the sale and purchase of the Shares shall be held at
the offices of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, Raleigh,
North Carolina. The time and date of such delivery and payment shall be, with
respect to the Firm Shares, at 10:00 a.m., Charlotte time, on the fourth full
business day after the execution of this Agreement or at such other time and
date as you and the Company may agree upon in writing, and, with respect to the
Optional Shares, at 10:00 a.m., Charlotte time, on the date specified by you in
the written notice given by you of the Underwriters' election to purchase all or
part of such Optional Shares, or at such other time and date as you and the
Company may agree upon in writing. Such time and date for delivery of the Firm
Shares is herein called the "First Time of Delivery," such time and date for
delivery of the Optional Shares, if not the First Time of Delivery, is herein
called a "Subsequent Time of Delivery," and each such time and date for delivery
is herein called a "Time of Delivery." The Company will make such certificates
available for checking and packaging at least 24 hours prior to each Time of
Delivery at your office at the address set forth above or such other location
designated by you to the Company.

         5. COVENANTS OF THE COMPANY. The Company covenants and agrees with the
Underwriter:

                  (a) The Company will file the Prospectus with the Commission
         pursuant to and in accordance with subparagraph (1) (or, if applicable
         and if consented to by you, subparagraph (4)) of Rule 424(b) not later
         than the earlier of (i) the second business day following the execution
         and delivery of this Agreement or (ii) the 15th business day after the
         date on which the Registration Statement is declared effective. The
         Company will advise you promptly of any such filing pursuant to Rule
         424(b).

                  (b) The Company will not file with the Commission the
         Prospectus or the amendment referred to in the second sentence of
         Section l(a) hereof, any amendment or supplement to the Prospectus or
         any amendment to the Registration Statement unless you have received a
         reasonable period of time to review any such proposed amendment or
         supplement and consented to the filing thereof and will use its best
         efforts to cause any such amendment to the Registration Statement to be
         declared effective as promptly as possible. Upon the request of the
         Representative or counsel for the Representative, the Company will
         promptly prepare and file with the Commission, in accordance with the
         rules and regulations of the Commission, any amendments to the
         Registration Statement or amendments or supplements to the Prospectus
         that may be necessary or advisable in connection with the distribution
         of the Shares by the Underwriters and will use its best efforts to
         cause any such amendment to the Registration Statement to be declared
         effective as promptly as possible. If required, the Company will file
         any amendment or 



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         supplement to the Prospectus with the Commission in the manner and
         within the time period required by Rule 424(b) under the Act. The
         Company will advise the Representative, promptly after receiving notice
         thereof, of the time when the Registration Statement or any amendment
         thereto has been filed or declared effective or the Prospectus or any
         amendment or supplement thereto has been filed and will provide
         evidence to the Representative of each such filing or effectiveness.

                  (c) The Company will advise you promptly after receiving
         notice or obtaining knowledge of (i) the issuance by the Commission of
         any stop order suspending the effectiveness of the Registration
         Statement or any part thereof or any order preventing or suspending the
         use of any Preliminary Prospectus or the Prospectus or any amendment or
         supplement thereto, (ii) the suspension of the qualification of the
         Shares for offer or sale in any jurisdiction or of the initiation or
         threatening of any proceeding for any such purpose, or (iii) any
         request made by the Commission or any securities authority of any other
         jurisdiction for amending the Registration Statement, for amending or
         supplementing the Prospectus or for additional information. The Company
         will use its best efforts to prevent the issuance of any such stop
         order and, if any such stop order is issued, to obtain the withdrawal
         thereof as promptly as possible.

                  (d) If the delivery of a Prospectus relating to the Shares is
         required under the Act at any time prior to the expiration of nine
         months after the date of the Prospectus, and if at such time any events
         have occurred as a result of which the Prospectus as then amended or
         supplemented would include an untrue statement of a material fact or
         omit to state any material fact necessary in order to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading, or if for any reason it is necessary during such
         same period to amend or supplement the Prospectus to comply with the
         Act or the rules and regulations thereunder, the Company will promptly
         notify you and upon your request (but at the Company's expense) prepare
         and file with the Commission an amendment or supplement to the
         Prospectus that corrects such statement or omission or effects such
         compliance and will furnish without charge to each Underwriter and to
         any dealer in securities, as many copies of such amended or
         supplemented Prospectus as you may from time to time reasonably
         request. If the delivery of a Prospectus relating to the Shares is
         required under the Act at any time nine months or more after the date
         of the Prospectus, upon your request but at the expense of such
         Underwriter, the Company will prepare and deliver to such Underwriter
         as many copies as you may request of an amended or supplemented
         Prospectus complying with Section 10(a)(3) of the Act. Neither your
         consent to nor the Underwriter's delivery of, any such amendment or
         supplement shall constitute a waiver of any of the conditions set forth
         in Section 7.

                  (e) The Company promptly from time to time will take such
         action as you may reasonably request to qualify the Shares for offering
         and sale under the securities or blue sky laws of such jurisdictions as
         you may request and will continue such qualifications in effect for as
         long as may be necessary to complete the distribution of the Shares,
         provided that in connection therewith the Company shall not be required
         to 



                                     - 9 -
<PAGE>   10

         qualify as a foreign corporation or to file a general consent to
         service of process in any jurisdiction.

                  (f) The Company will promptly provide you, without charge, (i)
         one manually executed copy of the Registration Statement as originally
         filed with the Commission and of each amendment thereto, (ii) for each
         other Underwriter a conformed copy of the Registration Statement as
         originally filed and of each amendment thereto, without Exhibits, and
         (iii) so long as a prospectus relating to the Shares is required to be
         delivered under the Act, as many copies of each Preliminary Prospectus
         or the Prospectus or any amendment or supplement thereto as you may
         reasonably request.

                  (g) As soon as practicable, but in any event not later than
         the last day of the thirteenth month after the effective date of the
         Registration Statement, the Company will make generally available to
         its security holders an earnings statement of the Company and its
         subsidiary, if any, covering a period of at least 12 months beginning
         after the effective date of the Registration Statement (which need not
         be audited) complying with Section 11(a) of the Act and the rules and
         regulations thereunder.

                  (h) During the period beginning from the date hereof and
         continuing to and including the date 120 days after the date of the
         Prospectus, the Company will not, without your prior written consent,
         offer, pledge, issue, sell, contract to sell, grant any option for the
         sale of, or otherwise dispose of (or announce any offer, pledge, sale,
         grant of an option to purchase or other disposition), directly or
         indirectly, any shares of Common Stock or securities convertible into,
         exercisable or exchangeable for, shares of Common Stock, except as
         provided in Section 2 and except for the issuance of Common Stock upon
         the exercise of stock options or warrants outstanding on the date of
         this Agreement.

                  (i) Neither the Company nor any of its officers, directors or
         affiliates will (i) take, directly or indirectly, prior to the closing
         of the purchase and sale of the Shares, any action designed to cause or
         to result in, or that might reasonably be expected to constitute, the
         stabilization or manipulation of the price of any security of the
         Company to facilitate the sale or resale of any of the Shares, (ii)
         sell, bid for, purchase or pay anyone any compensation for soliciting
         purchases of, the Shares or (iii) pay or agree to pay to any person any
         compensation for soliciting another to purchase any other securities of
         the Company.

                  (j) The Company will apply the net proceeds from the offering
         in the manner set forth under "Use of Proceeds" in the Prospectus.

                  (k) The Company will cause the Shares to be listed on the
         NASDAQ National Market of the NASDAQ Stock Market at each Time of
         Delivery and for at least one year from the date hereof.


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         6. EXPENSES. The Company will pay all costs and expenses incident to
the performance of its obligations under this Agreement, whether or not the
transactions contemplated hereby are consummated or this Agreement is terminated
pursuant to Section 10 hereof, including without limitation all costs and
expenses incident to (i) the fees, disbursements and expenses of the Company's
counsel and accountants in connection with the registration of the Shares under
the Act and all other expenses in connection with the preparation, printing and
filing of the Registration Statement (including all amendments thereto), any
Preliminary Prospectus, the Prospectus and any amendments and supplements
thereto, this Agreement and any blue sky memoranda; (ii) the delivery of copies
of the foregoing documents to the Underwriters; (iii) the filing fees of the
Commission and the National Association of Securities Dealers, Inc. relating to
the Shares; (iv) the preparation, issuance and delivery to the Underwriters of
any certificates evidencing the Shares, including transfer agent's and
registrar's fees; (v) the qualification of the Shares for offering and sale
under state securities and blue sky laws, including filing fees and fees and
disbursements of counsel for the Underwriters relating thereto not to exceed
$15,000; (vi) any NASDAQ National Market of the NASDAQ Stock Market fees or
expenses; and (vii) any expenses for travel, lodging and meals incurred by the
Company and any of its officers, directors and employees in connection with any
meetings with prospective investors in the Shares. It is understood, however,
that, except as provided in this Section, Section 8 and Section 10 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees of
their counsel, stock transfer taxes on resale of any of the Shares by them, and
any advertising expenses relating to the offer and sale of the Shares.

         7. CONDITIONS OF THE UNDERWRITERS' OBLIGATIONS. The obligations of the
Underwriters hereunder to purchase and pay for the Shares to be delivered at
each Time of Delivery shall be subject, in their discretion, to the accuracy of
the representations and warranties of the Company contained herein as of the
date hereof and as of such Time of Delivery, to the accuracy of the statements
of Company officers made pursuant to the provisions hereof, to the performance
by the Company of its covenants and agreements hereunder, and to the following
additional conditions precedent:

                  (a) If the Registration Statement as amended to date has not
         become effective prior to the execution of this Agreement, such
         registration statement shall have been declared effective not later
         than 11:00 a.m., Charlotte time, on the date of this Agreement or such
         later date and/or time as shall have been consented to by you in
         writing. The Prospectus and any amendment or supplement thereto shall
         have been filed with the Commission pursuant to Rule 424(b) within the
         applicable time period prescribed for such filing and in accordance
         with Section 5(a) of this Agreement; no stop order suspending the
         effectiveness of the Registration Statement or in part thereof shall
         have been issued and no proceedings for that purpose shall have been
         instituted, threatened or, to the knowledge of the Company and the
         Representatives, contemplated by the Commission; and all requests for
         additional information on the part of the Commission shall have been
         complied with to your reasonable satisfaction.

                  (b) Moore & Van Allen, PLLC, counsel for the Underwriters,
         shall have furnished to you such opinion or opinions, dated such Time
         of Delivery, with respect to 



                                     - 11 -
<PAGE>   12

         the incorporation of the Company, the validity of the Shares being
         delivered at such Time of Delivery, the Registration Statement, the
         Prospectus, and other related matters as you may reasonably request and
         which are customary, and the Company shall have furnished to such
         counsel such documents as they request for the purpose of enabling them
         to pass upon such matters.

                  (c) You shall have received an opinion, dated such Time of
         Delivery, of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
         L.L.P., counsel for the Company in form and substance satisfactory to
         you and your counsel, to the effect that:

                           (i) The Company has been duly incorporated and is
                  validly existing as a corporation under the laws of North
                  Carolina and has the corporate power and authority to own or
                  lease its properties and conduct its business as described in
                  the Registration Statement and the Prospectus and to enter
                  into this Agreement and perform its obligations hereunder.

                           (ii) The subsidiary of the Company has been duly
                  incorporated, is validly existing as a national banking
                  association under the laws of the United States of America and
                  has the corporate power and authority to own or lease its
                  properties and conduct its business as described in the
                  Registration Statement and the Prospectus. The subsidiary is
                  duly qualified to transact business as a foreign corporation
                  and is in good standing under the laws of each other
                  jurisdiction in which it owns or leases property, or conducts
                  any business, so as to require such qualification, except
                  where the failure to so qualify would not have a material
                  adverse effect on the financial position, results of
                  operations or business of the Company and its subsidiary.

                           (iii) The Company's authorized, issued and
                  outstanding capital stock is as disclosed in the Prospectus.
                  All of the issued shares of capital stock of the Company have
                  been duly authorized and validly issued, are fully paid and
                  nonassessable and conform to the description of the Common
                  Stock contained in the Prospectus.

                           (iv) All of the issued shares of capital stock of the
                  Company's subsidiary has been duly authorized and validly
                  issued, are fully paid and, except as provided under the
                  National Bank Act, nonassessable, and are owned beneficially
                  by the Company.

                           (v) The Shares have been duly authorized and, when
                  issued and delivered against payment therefor as provided
                  herein, will be validly issued and fully paid and
                  nonassessable and will conform to the description of the
                  Common Stock contained in the Prospectus.

                           (vi) The issue and sale of the Shares being issued at
                  such Time of Delivery and the performance of this Agreement
                  and the consummation of the 



                                     - 12 -
<PAGE>   13

                  transactions herein contemplated will not conflict with, or
                  (with or without the giving of notice or the passage of time
                  or both) result in a breach or violation of any of the terms
                  or provisions of, or constitute a default under any of the
                  following which is filed as an exhibit to the Registration
                  Statement: any indenture, mortgage, deed of trust, loan
                  agreement, lease or other agreement or instrument to which the
                  Company or its subsidiary is a party or to which any of their
                  respective properties or assets is subject, nor will such
                  action conflict with or violate any provision of the Articles
                  of Incorporation or Bylaws of the Company or its subsidiary or
                  any statute, rule or regulation which in such counsel's
                  experience is normally applicable to transactions of the type
                  contemplated by this Agreement or to the best of counsel's
                  knowledge any order, judgment or decree of any court or
                  governmental agency or body having jurisdiction over the
                  Company or its subsidiary.

                           (vii) No consent, approval, authorization or order
                  from, or registration, qualification or filing with, any
                  governmental agency or body is required for the issue and sale
                  of the Shares or the consummation of the transactions
                  contemplated by this Agreement, except the registration of the
                  Shares under the Act and such as may be required under state
                  securities or blue sky laws in connection with the offer, sale
                  and distribution of the Shares by the Underwriters.

                           (viii) This Agreement has been duly authorized,
                  executed and delivered by the Company.

                           (ix) The Registration Statement and the Prospectus
                  and each amendment or supplement thereto (other than the
                  financial statements and schedules and other financial
                  information included therein, as to which such counsel need
                  express no opinion), as of their respective effective or issue
                  dates, complied as to form in all material respects with the
                  requirements of the Act and the rules and regulations
                  thereunder. The descriptions in the Registration Statement and
                  the Prospectus of statutes are accurate and fairly present the
                  information required to be shown; and such counsel does not
                  know of any statutes or legal or governmental proceedings
                  required to be described in the Registration Statement or
                  Prospectus that are not described as required or of any
                  contracts or documents of a character required to be described
                  in the Registration Statement or Prospectus or to be filed as
                  exhibits to the Registration Statement which are not described
                  and filed as required.

                           (x) The Registration Statement is effective under the
                  Act; any required filing of the Prospectus pursuant to Rule
                  424(b) has been (or will be) made in the manner and within the
                  time period required by Rule 424(b); and to such counsel's
                  knowledge no stop order suspending the effectiveness of the
                  Registration Statement or any part thereof has been issued
                  and, to such counsel's knowledge, no proceedings for that
                  purpose have been instituted or threatened or are contemplated
                  by the Commission.


                                     - 13 -
<PAGE>   14

                           (xi) The Company is not, and will not be as a result
                  of the consummation of the transactions contemplated by this
                  Agreement, an "investment company," or a company "controlled"
                  by an "investment company", within the meaning of the
                  Investment Company Act of 1940.

                  Such counsel shall also state that no facts have come to their
         attention which lead them to believe that as of its effective date, the
         Registration Statement or any further amendment thereto made by the
         Company prior to the date hereof (other than the financial statements
         and related schedules therein or other financial data derived from
         accounting records, as to which they need express no opinion) contained
         an untrue statement of a material fact or omitted to state a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading or that, as of its date, the Prospectus or any
         further amendment or supplement thereto made by the Company prior to
         the date hereof (other than the financial statements and related
         schedules therein or other financial data derived from accounting
         records, as to which they need express no opinion) contained an untrue
         statement of a material fact or omitted to state a material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading or that, as of
         the date hereof, either the Registration Statement or the Prospectus or
         any further amendment or supplement thereto made by the Company prior
         to the date hereof (other than the financial statements and related
         schedules therein or other financial data derived from accounting
         records, as to which they need express no opinion) contains an untrue
         statement of a material fact or omits to state a material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading.

                  In rendering any such opinion, such counsel may rely, as to
         matters of fact, to the extent such counsel deem proper, on
         certificates of responsible officers of the Company and public
         officials.

                  (d) You shall have received from Cherry, Bekaert & Holland,
         L.L.P. letters dated, respectively, the date of this Agreement and the
         effective date of the most recently filed post-effective amendment to
         the Registration Statement and also at each Time of Delivery, in form
         and substance satisfactory to you, containing statements and
         information of the type ordinarily included in accountants' "comfort
         letters" to underwriters with respect to the financial statements and
         certain financial information contained in or incorporated by reference
         in the Registration Statement and the Prospectus.

                  (e) Since the date of the latest audited financial statements
         included in the Prospectus, neither the Company nor its subsidiary
         shall have sustained (i) any loss or interference with their respective
         businesses from fire, explosion, flood, hurricane or other calamity,
         whether or not covered by insurance, or from any labor dispute or court
         or governmental action, order or decree, otherwise than as disclosed in
         or contemplated by the Prospectus, or (ii) any change, or any
         development involving a prospective change (including without
         limitation a change in management or control of the Company), in or



                                     - 14 -
<PAGE>   15

         affecting the position (financial or otherwise), results of operations,
         net worth or business prospects of the Company and its subsidiary,
         otherwise than as disclosed in or contemplated by the Prospectus
         (including any amendment), the effect of which, in either such case, is
         in your judgment so material and adverse as to make it unpracticable or
         inadvisable to proceed with the purchase, sale and delivery of the
         Shares being delivered at such Delivery as contemplated by the
         Registration Statement, as amended as of the date hereof.

                  (f) Subsequent to the date hereof there shall not have
         occurred any of the following: (i) any suspension or limitation in
         trading in securities generally on the New York Stock Exchange (other
         than normal market breaks or cooling periods), or any setting of
         minimum prices for trading on such exchange, or in the Common Stock by
         the Commission or the NASDAQ National Market of the NASDAQ Stock
         Market; (ii) a moratorium on commercial banking activities in New York
         declared by either federal or state authorities; (iii) any major
         outbreak or major escalation of hostilities involving the United
         States, declaration by the United States of a national emergency (other
         than with respect to natural disasters) or war or any other national or
         international calamity or emergency if the effect of any such event
         specified in this clause (iii) in your judgment makes it impracticable
         or inadvisable to proceed with the purchase, sale and delivery of the
         Shares being delivered at such Time of Delivery as contemplated by the
         Registration Statement, as amended as of the date hereof.

                  (g) The Company shall have furnished to you at such Time of
         Delivery certificates of officers of the Company, satisfactory to you
         as to the accuracy of the representations and warranties of the Company
         herein at and as of such Time of Delivery, as to the performance by the
         Company of all of its obligations hereunder to be performed at or prior
         to such Time of Delivery, and as to such other matters as you may
         reasonably request, and the Company shall have furnished or caused to
         be furnished certificates as to the matters set forth in subsections
         (a) and (e) of this Section 7, and as to such other matters as you may
         reasonably request.

                  (h) The Shares shall be included for listing on the NASDAQ
         National Market of The NASDAQ Stock Market.

         8. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to
indemnify and hold harmless each Underwriter against any losses, claims, damages
or liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon: (i)
any untrue statement or alleged untrue statement made by the Company in Section
1 of this Agreement; (ii) any untrue statement or alleged untrue statement of
any material fact contained in (A) the Registration Statement or any amendment
thereto, any Preliminary Prospectus or the Prospectus or any amendment or
supplement thereto, or (B) any application or other document, or any amendment
or supplement thereto, executed by the Company or based upon written information
furnished by or on behalf of the Company filed in any jurisdiction in order to
qualify the Shares under the securities or blue sky laws thereof or filed with
the 



                                     - 15 -
<PAGE>   16

Commission or any securities association or securities exchange (each an
"Application"); or (iii) the omission or alleged omission to state in the
Registration Statement or any amendment thereto, any Preliminary Prospectus, the
Prospectus or any amendment or supplement thereto, or any Application, material
fact required to be stated therein or necessary to make the statements therein
not misleading, and will reimburse each Underwriter for any legal or other
expenses reasonably incurred by such Underwriter in connection with
investigating, defending against or appearing as a third-party witness in
connection with any such loss, claim, damage, liability or action; provided,
however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage, liability or action arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in the Registration Statement or any amendment thereto, any
Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or
any Application in reliance upon and in conformity with written information
furnished to the Company by any Underwriter. The Company will not, without the
prior written consent of each Underwriter, settle or compromise or consent to
the entry of any judgment in any pending or threatened claim, action, suit or
proceeding (or related cause of action or portion thereof) in respect of which
indemnification may be sought hereunder (whether or not such Underwriter is a
party to such claim, action, suit or proceeding), unless: such settlement,
compromise or consent includes an unconditional release of such Underwriter from
all liability arising out of such claim, action, suit or proceeding or related
cause of action or portion thereof.

         (b) Each Underwriter agrees to indemnify and hold harmless the Company
and its officers, directors, agents, representatives and affiliates against any
losses, claims, damages or liabilities to which the Company or its officers,
directors, agents, representatives and affiliates may become subject under the
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in the Registration
Statement or any amendment thereto, any Preliminary Prospectus, the Prospectus
or any amendment or supplement thereto or any Application or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the
Company by the Underwriter through you expressly for use therein; and will
reimburse the Company for any legal or other expenses reasonably incurred by
such Company in connection with investigating or defending any such loss, claim,
damage, liability or action.

         (c) Promptly after receipt by an indemnified party under subsection (a)
and (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, 



                                     - 16 -
<PAGE>   17

jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel satisfactory to such indemnified party (who shall
not, except with the consent of the indemnified party, be counsel to the
indemnifying party); provided, however, that if the defendants in any such
action included the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be one or more
legal defenses available to it or other indemnified parties which are different
from or additional to those available to the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such action
on behalf of such indemnified party and such indemnified party shall have the
right to select separate counsel to defend such action on behalf of such
indemnified party. After such notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof and approval
by such indemnified party of counsel appointed to defend such action, the
indemnifying party will not be liable to such indemnified party under this
Section 8 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof, unless (i) the indemnified party shall have employed
separate counsel in accordance with the proviso to the next preceding sentence
(it being understood, however, that in connection with such action the
indemnifying party shall not be liable for the expenses of more than one
separate counsel (in addition to local counsel) in any one action or separate
but substantially similar actions in the same jurisdiction arising out of the
same general allegations or circumstances, which separate counsel shall be
designated by the Representatives in the case of indemnity arising under
paragraph (a) of this Section 8) or (ii) the indemnifying party has authorized
the employment of counsel for the indemnified party at the expense of the
indemnifying party. Nothing in this Section 8(c) shall preclude an indemnified
party from participating at its own expense in the defense of any such action so
assumed by the indemnifying party.

         (d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriter on
the other from the offering of the Shares. If, however, the allocation provided
by the immediately preceding sentence is not permitted by applicable law or if
the indemnified party failed to give the notice required under subsection (c)
above, then each indemnifying party shall contribute to such amount paid or
payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company on the one hand and the Underwriter on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the Underwriter on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total underwriting discounts, and
commissions received by the Underwriters. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand 



                                     - 17 -
<PAGE>   18

or the Underwriters on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Company and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this subsection (d) were determined by
pro rata allocation (even if the Underwriters were treated as one for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (d). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection (d),
the Underwriter shall not be required to contribute any amount in excess of the
amount by which the total price at which the Shares underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

         (e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to each person, if
any, who controls the Company within the meaning of the Act.

         9. DEFAULT OF UNDERWRITERS. (a) If any Underwriter defaults in its
obligation to purchase Shares at a Time of Delivery, you may in your discretion
arrange for you or another party, or other parties to purchase such shares on
the terms contained herein. If within 36 hours after such default by any
Underwriter you do not arrange for the purchase of such Shares, the Company
shall be entitled to a further period of 36 hours within which to procure
another party or other parties satisfactory to you to purchase such Shares on
such terms. In the event that, within the respective prescribed periods, you
notify the Company that you have so arranged for the purchase of such Shares, or
the Company notifies you that it has so arranged for the purchase of such
Shares, you or the Company shall have the right to postpone a Time of Delivery
for a period of not more than 7 days in order to effect whatever change is made
thereby be made necessary in the Registration Statement or the Prospectus, or in
any other documents or arrangements, and the Company agrees to file promptly any
amendments to the Registration Statement or the Prospectus that in your opinion
may thereby be made necessary. The cost of preparing, printing and filing any
such amendments shall be paid for by the Underwriters. The term "Underwriter" as
used in this Agreement shall include any person substituted under this Section
with effect as if such person had originally been a party to this Agreement with
respect to such Shares.


                                     - 18 -
<PAGE>   19

         (b) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate number of such Shares which
remains unpurchased does not exceed one-eleventh of the aggregate number of
Shares to be purchased at such Time of Delivery, then the Company shall have the
right to require each non-defaulting Underwriter to purchase the number of
Shares which such Underwriter agreed to purchase hereunder at such Time of
Delivery and, in addition, to require each non-defaulting Underwriter to
purchase its pro rata share (based on the number of Shares which such
Underwriter agreed to purchase hereunder) of the Shares of such defaulting
Underwriter or Underwriters for which such arrangements have not been made, but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.

         10. TERMINATION. (a) This Agreement may be terminated with respect to
the Shares or any Optional Shares in the sole discretion of the Representatives
by notice to the Company given prior to the First Time of Delivery or any
Subsequent Time of Delivery, respectively, in the event that (i) any condition
to the obligations of the Underwriters set forth in Section 7 hereof has not
been satisfied, or (ii) the Company shall have failed, refused or been unable to
deliver the Shares or to perform all obligations and satisfy all conditions on
its part to be performed or satisfied hereunder at or prior to such Time of
Delivery, in either case other than by reason of a default by any of the
Underwriters. If this Agreement is terminated pursuant to this Section 10(a),
the Company will reimburse the Underwriters upon demand for all out-of-pocket
expenses (including counsel fees and disbursements) that shall have been
incurred by it in connection with the proposed purchase and sale of the Shares.
The Company shall not in any event be liable to any of the Underwriters for the
loss of anticipated profits from the transactions covered by this Agreement.

         (b) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company as
provided in Section 10(a), the aggregate number of such Shares which remain
unpurchased exceeds one-eleventh of the aggregate number of Shares to be
purchased at such Time of Delivery, or if the Company shall not exercise the
right described in Section 9(b) to require non-defaulting Underwriters to
purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement
(or, with respect to a Subsequent Time of Delivery, the obligations of the
Underwriters to purchase and of the Company to sell the Optional Shares)
thereupon will terminate, without liability on the part of any nonfaulting
Underwriter or the Company, except for the expenses to be borne by the Company
and the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

         11. SURVIVAL. The respective indemnities, agreements, representations,
warranties and other statements of the Company, its officers and the
Underwriter, as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of the Underwriter or any controlling person referred to in
Section 8(e) or the Company, or any officer or director or controlling person of
the Company referred to in Section 8(e), and shall survive delivery of and
payment for the Shares. The respective agreements, 



                                     - 19 -
<PAGE>   20

covenants, indemnities and other statements set forth in Sections 6 and 8 hereof
shall remain in full force and effect, regardless of any termination or
cancellation of this Agreement.

         12. NOTICES. All communications hereunder shall be in writing and, if
sent to the Underwriter, shall be mailed, delivered or telegraphed and confirmed
in writing to Interstate/Johnson Lane Corporation, 121 West Trade Street,
Charlotte, North Carolina 28202, Attention: Corporate Finance Department (with a
copy to Moore & Van Allen, PLLC, One Hannover Square, Suite 1700, Raleigh, North
Carolina 27601, and if sent to the Company, shall be mailed, delivered or
telegraphed and confirmed in writing to the Company at 202 South Main Street,
Reidsville, North Carolina 27302, Attention: President and Chief Executive
Officer (with a copy to Gerald F. Roach of Smith, Anderson, Blount, Dorsett,
Mitchell & Jernigan, Suite 2500, First Union Capital Center, Raleigh, North
Carolina 27601).

         13. REPRESENTATIVES. You will act for the several Underwriters in
connection with the transactions contemplated by this Agreement, and any action
under this Agreement taken by you will be binding upon all the Underwriters.

         14. BINDING EFFECT. This Agreement shall be binding upon, and inure
solely to the benefit of, each Underwriter and the Company and to the extent
provided in Sections 8 and 10 hereof, the officers and directors and controlling
persons referred to therein and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement. No purchaser of any of the
Shares from the Underwriters shall be deemed a successor or assign by reason
merely of such purchase.

         15. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina without giving effect to
any provisions regarding conflicts of laws.


                                     - 20 -
<PAGE>   21

         16. COUNTERPARTS. This Agreement may be executed by any one or more of
the parties hereto in any number of counterparts, each of which shall be deemed
to be an original, but all such counterparts shall together constitute one and
the same instrument.

         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us one of the counterparts hereof, and upon
the acceptance hereof by Interstate/Johnson Lane Corporation, this letter will
constitute a binding agreement among the Underwriters and the Company.

                              Very truly yours,

                              FNB FINANCIAL SERVICES CORPORATION



                              By:                /s/ Ernest J. Sewell
                                       ----------------------------------------
                              Name:    Ernest J. Sewell
                              Title:   President & Chief Executive Officer



                                     - 21 -
<PAGE>   22


The foregoing Agreement is hereby confirmed
and accepted as of the date first written
above at Charlotte, North Carolina.


INTERSTATE/JOHNSON LANE CORPORATION


By:     /s/ James H. Glen, Jr.
     -------------------------------
     James H. Glen, Jr.
     Managing Director


                                     - 22 -
<PAGE>   23


                                   SCHEDULE I

                       FNB FINANCIAL SERVICES CORPORATION
                                 780,000 SHARES
                                  COMMON STOCK



                                                                NUMBER OF     
                                                                OPTIONAL SHARES
                                            TOTAL NUMBER OF     TO BE PURCHASED
                                            FIRM SHARES TO      IF MAXIMUM     
UNDERWRITER                                 BE PURCHASED        OPTION EXERCISED
-----------                                 ------------        ----------------

Interstate/Johnson Lane Corporation            540,000             81,000
J. C. Bradford & Co.                            60,000              9,000
The Robinson-Humphrey Company, LLC              60,000              9,000
Scott & Stringfellow, Inc.                      60,000              9,000
Wheat First Securities, Inc.                    60,000              9,000
                                               -------            -------
     Total                                     780,000            117,000






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