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                                                                     Exhibit 4.3
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                                FNB CORPORATION
                           2000 INCENTIVE STOCK PLAN
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                                   ARTICLE 1
                      Establishment, Purpose, and Duration

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

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

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

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

                                   ARTICLE 2
                                  Definitions

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

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

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

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

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