Exhibit 10.10

                       FNB FINANCIAL SERVICES CORPORATION
                            LONG TERM INCENTIVE PLAN

FNB  Financial  Services  Corporation,  parent  of FNB  Southeast  (collectively
referred  to  herein  as "FNB" or the  "Employer"),  hereby  adopts a Long  Term
Incentive  Plan (the  "Plan") for those  senior  management  employees  who have
significant   policy-making   roles  and  who  are  designated  as  eligible  to
participate in the Plan. This Plan is effective January 1, 2002.

1.   Purpose of the Plan
     -------------------

          The Purpose of the Plan is to  encourage  eligible  senior  management
          employees to make long term decisions that increase FNB's  shareholder
          value and to enhance FNB Financial Services  Corporation's  ability to
          retain such employees.

2.   Definitions
     -----------

          (a)  Average  Annual  Base Salary - Shall mean the average of the base
               ----------------------------
               annual  salary of the  Participant  for the  Measurement  Period,
               provided  however,  that salary shall not include amounts awarded
               or received under this Plan, bonuses, commissions,  overtime pay,
               or  benefits  (or  the  value  of  benefits)  provided  by  FNB's
               contributions  pursuant to its pension,  401(k),  profit sharing,
               health care, life insurance or similar benefit programs. However,
               the annual  Base Salary  shall  include the amount of any pre-tax
               deferrals  made by the  Participant  to FNB's Section 125 welfare
               plans, 401(k) or deferred compensation plan.

          (b)  Beneficiary - The person or persons last designated in writing by
               -----------
               the  Participant to receive any amount of Incentive  Compensation
               to which he is entitled under this Plan at the time of, or in the
               event of, his death;  or if no designation  shall be in effect at
               the  time  of  a   Participant's   death  or  if  all  designated
               beneficiaries  shall have predeceased the  Participant,  then the
               beneficiary shall be the following, in the order listed:

               (i)  Such Participant's surviving spouse, if any;

               (ii) Otherwise, the Participant's estate

          (c)  Board  -  The  Board  of  Directors  of  FNB  Financial  Services
               -----
               Corporation.

          (d)  Change in Control - A Change in  Control  shall be deemed to have
               -----------------
               occurred under this Plan, if:


               (i)  FNB Financial  Services  Corporation  consolidates or merges
                    with  or  into   another   corporation,   or  is   otherwise
                    reorganized,  if FNB Financial  Services  Corporation is not
                    the surviving  corporation  in such  transaction or if after
                    such transaction any other corporation, association or other
                    person,  entity or group or the  shareholders  thereof  own,
                    directly  and/or  indirectly,  more  than  50% of  the  then
                    outstanding  shares of Common  Stock or more than 50% of the
                    assets of FNB Financial Services Corporation; or


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               (ii) More than 35% of the then outstanding shares of Common Stock
                    of FNB  Financial  Services  Corporation  are,  in a  single
                    transaction or in a series of related transactions,  sold or
                    otherwise  transferred  to or are  acquired  by  (except  as
                    collateral  security  for a  loan)  any  other  corporation,
                    association or other person,  entity or group (excluding any
                    employee  benefit plan maintained by FNB Financial  Services
                    Corporation)  whether  or not any  such  shareholder  or any
                    shareholders included in such group were shareholders of FNB
                    Financial  Services  Corporation  prior  to  the  Change  in
                    Control; or

               (iii)All or  substantially  all of the  assets  of FNB  Financial
                    Services Corporation are sold or otherwise transferred to or
                    otherwise acquired by any other corporation,  association or
                    other person, entity or group; or

               (iv) the  occurrence of any other events or  circumstances  which
                    are not covered by (i)  through  (iii) above which the Board
                    determines   affects  control  of  FNB  Financial   Services
                    Corporation  and, in order to implement the purposes of this
                    Plan as set forth above, adopts a resolution that such event
                    or  circumstances  constitutes  a Change in Control  for the
                    purposes of this Plan.

          (e)  Committee - The  Compensation  Committee  of the Board of FNB, or
               ---------
               any other  Committee of the Board that is  designated  to perform
               the functions of compensation and personnel related matters.

          (f)  Common  Stock  - The  common  stock  of  FNB  Financial  Services
               -------------
               Corporation, par value $1.00 per share, or as amended.

          (g)  Disability - A Participant's  physical or mental incapacity which
               ----------
               renders  him unable to  substantially  perform his duties for the
               Employer  on a full time basis for a period of six (6) months and
               which is  expected to  continue  for a long  period of time.  The
               determination of Disability shall be made by the Committee in its
               discretion based upon the information provided to it.

          (h)  Employer  - FNB  Financial  Services  Corporation  and any  other
               --------
               entity  designated by FNB Financial  Services  Corporation  whose
               senior  management  employees are eligible to participate in this
               Plan.

          (i)  Fair Market  Value - The Fair  Market  Value of a share of Common
               -------------------
               Stock on any particular date shall mean:

               (i)  If the Common  Stock is not then traded on a national  stock
                    exchange,  the average  closing  price for a share of Common
                    Stock, as quoted by NASDAQ or its market makers; or

               (ii) If the  Common  Stock is then  traded  on a  national  stock
                    exchange,  the  average  closing  price  for a share  of the
                    Common  Stock as traded on the  largest  stock  exchange  on
                    which it is then traded.


<PAGE>



          (j)  Good Reason - a  "voluntary"  termination  of  employment  by the
               -----------
               Participant because of:

               (i)  The  assignment  to the  Participant,  without  his  express
                    consent,  of duties inconsistent with his executive position
                    with FNB on the effective  date of the Change in Control or,
                    in the event of a  Threatened  Change in Control,  the first
                    date the threat becomes manifest; or

               (ii) A reduction by FNB in the  Participant's  Base Annual Salary
                    below the  annual  amount  in effect as of the first  date a
                    Threatened  Change in Control becomes  manifest or as of the
                    effective date of the Change in Control; or

               (iii)A material  reduction  in the level,  scope or  coverage  of
                    life  insurance,   medical  or  hospitalization   insurance,
                    disability   insurance  or  of  similar  plans  or  benefits
                    (including  FNB's  pension or other  retirement  plan) below
                    that  being  provided  by FNB to the  Participant  as of the
                    first date a Threatened  Change in Control becomes manifest,
                    or as of the effective date of the Change in Control, or the
                    elimination of any such insurance, plans or benefits, unless
                    such reduction or elimination applies proportionately to all
                    salaried  employees of FNB who participated in such benefits
                    prior to the  Change  in  Control  or  Threatened  Change in
                    Control; or

               (iv) The failure by FNB to obtain the express written  assumption
                    of the  obligations  under  this  Plan by any  successor  as
                    contemplated herein; or

               (v)  The  relocation of the  Participant's  primary office or job
                    location  to a  location  outside  of a 30  mile  radius  of
                    Reidsville,  North  Carolina  (or the  county  in which  the
                    Participant is currently  located) without the Participant's
                    written consent.

          (k)  Incentive  Compensation  - The  amount  which  is to be paid to a
               ------------------------
               Participant  under this Plan,  based upon FNB Financial  Services
               Corporation's  achievement of the Performance  Objectives  during
               the Measurement Period.

          (l)  Measurement  Period - A multiple Plan Year period with respect to
               --------------------
               which  the  Performance  Objectives  and  Performance  Goals  are
               established.  The Board  shall  establish  the number of calendar
               years for each Measurement Period, which shall generally be three
               (3) to five (5) calendar years.

          (m)  Participant   Award  Certificate  -  The  certificate  or  letter
               --------------------------------
               provided to each Participant  under the Plan which sets forth for
               a Measurement  Period the length of the Measurement  Period,  the
               Performance  Objectives,  the  Performance  Goals,  the Incentive
               Compensation award levels and certain other information.

          (n)  Participants  - the senior  management  employees of the Employer
               ------------
               who have significant  policy-making  roles or who have an ability
               to affect  policy,  and who are selected to  participate  in this
               Plan by the Board.


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          (o)  Performance Objectives - The basis of measurement  established by
               ----------------------
               the Board for a  Measurement  Period  which will include for each
               Measurement  Period  one or  more  of the  following  measurement
               factors:  (i) total  shareholder  return,  (ii) return on average
               assets,  (iii) return on average  equity,  (iv) growth in average
               earning  assets,  (v) increase in  operating  earnings per share,
               (vi)  increase  in book  value  per  share  and  (vii)  ratio  of
               operating   revenue  to   operating   overhead  or  (viii)  other
               measurement  factors as determined by the Board. In selecting the
               Performance  Objectives for a Measurement  Period,  the Board may
               establish  different  weights  to be  given  to each  Performance
               Objective in determining an award of Incentive Compensation.

          (p)  Performance  Goals - The  achievement  level  established  by the
               ------------------
               Board  relating to each  Performance  Objective for a Measurement
               Period and which are used to  determine  the amount of  Incentive
               Compensation to be awarded to a Participant.

          (q)  Plan Year - A calendar year during which this Plan is in effect.
               ---------

          (r)  Termination Date - December 31, 2010. No Measurement  Periods may
               ----------------
               commence  under this Plan after the  Termination  Date,  but each
               Measurement  Period then in progress  shall  continue until it is
               completed (unless otherwise terminated earlier in accordance with
               the other provisions of the Plan).

          (s)  Threatened  Change in Control - Any pending  tender offer for FNB
               -----------------------------
               Financial  Services  Corporation's  outstanding  shares of Common
               Stock,  or any pending  bona fide offer to acquire FNB  Financial
               Services  Corporation  by merger or  consolidation,  or any other
               pending  action  or plan to  affect a Change  in  Control  of FNB
               Financial Services Corporation.

3.   Administration and Operation of the Plan
     ----------------------------------------

     The  Committee, subject to Board approval, shall have the authority to:

          (a)  Select the senior management employees to participate in the Plan
               for each Measurement Period;

          (b)  Establish  Measurement  Periods,  Performance  Objectives and the
               weight  to be given to each  Performance  Objective,  Performance
               Goals and Incentive Compensation levels;

          (c)  Amend and/or  terminate the Plan as provided in  paragraphs  6(c)
               and (d);

          (d)  Determine  rights to payment and methods of payment of  Incentive
               Compensation;

          (e)  Perform all other functions required to administer and to operate
               the Plan, including the adoption of such rules and regulations as
               may be necessary to carry out its functions;

          (f)  Make  all  other   determinations   necessary   or  desirable  in
               administering  the Plan,  including  the  discretionary  power to
               interpret the provisions of the Plan; and
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          (g)  Construe and interpret the Plan and determine the eligibility for
               benefits and the amount of such benefits.

4.   Performance Objectives, Performance Goals and Incentive Compensation Levels
     ---------------------------------------------------------------------------

     At or prior to the  beginning  of each  Plan Year  (unless a later  date is
     selected and is  permissible),  the Committee  (subject to Board approval),
     may implement a new Plan for the  Measurement  Period  beginning  with such
     Plan Year and shall designate the following:

          (a)  The senior  management  employees who are eligible to participate
               in the Plan for the Measurement Period.

          (b)  The  Performance  Objectives  and the  weight to be given to each
               objective, the Performance Goals and Incentive Compensation award
               level for the Measurement Period. For each Performance  Objective
               and  Performance  Goal,  the  Committee  may  establish:   (i)  a
               threshold  at which a minimum  incentive  would be paid and below
               which no Incentive  Compensation  would be paid, (ii) a target at
               which the target Incentive Compensation would be paid and (iii) a
               maximum  at or above  which the  maximum  Incentive  Compensation
               would  be  paid.  The  Board  may also  establish  the  Incentive
               Compensation   Amount   payable  for  each   Participant  at  the
               threshold, target and maximum levels of attainment.

          (c)  In the event  during  any  Measurement  Period  where an award is
               dependent  upon a Performance  Objective  involving  Common Stock
               there is (i) any dividend payable in shares of Common Stock; (ii)
               any    re-capitalization,     reclassification,    split-up    or
               consolidation  or, or other change in the Common Stock;  or (iii)
               an  exchange  of the  outstanding  shares of  Common  Stock for a
               different  number or class of shares of stock or other securities
               of  any  other   corporation   in   connection   with  a  merger,
               consolidation  or  other   reorganization  of  or  involving  FNB
               Financial Services  Corporation,  or in connection with a sale by
               FNB Financial Services Corporation of all or substantially all of
               its  assets;  then the Board  shall,  in such  manner as it shall
               determine  in  its  sole  discretion,  appropriately  adjust  the
               Performance   Objectives  and  the  Performance  Goals,  and  the
               threshold,  target and maximum amounts with respect  thereto,  in
               order to reflect such change.  Any such  adjustments  made by the
               Board shall be final,  conclusive  and binding  upon all persons,
               including,    without   limitation,    FNB   Financial   Services
               Corporation, its corporate successors and any Participants.

          (d)  An Exhibit shall be prepared and attached to the Plan  reflecting
               the Committee's or Board's  designation of the items set forth in
               subparagraphs  (a),  (b) and (c)  above.  This  Exhibit  shall be
               referred to as the "Plan Rules" for each Measurement Period. Each
               Participant  will be  provided a  Participant  Award  Certificate
               indicating  his  participation  in the Plan  and the  Performance
               Objectives,  the Performance Goals and the Incentive Compensation
               award levels applicable to him.

5.   Payment of Incentive Compensation
     ---------------------------------

          (a)  In General: If a Participant remains in the continuous employment
               ----------
               of the Employer until the last day of the applicable  Measurement
               Period,  such  Participant  shall  be  entitled  to  receive  the
               Incentive  Compensation  he has  earned  based upon the levels of
               attainment of the Performance  Goals for the Measurement  Period.
               Payments  of  Incentive  Compensation  will  be  made  as soon as

<PAGE>

               practical  after  the end of the  Measurement  Period,  but in no
               event will payouts be delayed beyond 60 days after the end of the
               Measurement  Period.  If at any time the  Board of FNB  Financial
               Services  Corporation (at its discretion) seeks to have this Plan
               approved by FNB Financial Services Corporation's shareholders and
               such approval is obtained, the Incentive Compensation may, at the
               option of the Board,  be paid in the form of Common Stock if such
               payment is permitted by applicable  law,  unless the  Participant
               requests to receive a portion of of his distribution in cash (not
               to exceed 40% of the  Incentive  Compensation)  for  purposes  of
               paying his tax  obligations  and such  request is approved by the
               Committee.  If payment  in the form of Common  Stock has not been
               approved by FNB Financial  Services  Corporation's  shareholders,
               or, if approved, payment of Incentive Compensation in the form of
               Common  Stock  is  not  designated  by  the  Committee  or is not
               permitted by applicable  law, all Incentive  Compensation  awards
               shall  be paid  in  cash.  The  Committee  shall  also  have  the
               authority  to withhold  from the number of shares of Common Stock
               (or cash if payable in cash) it  distributes  to a Participant an
               amount   sufficient  to  pay  any  outstanding   withholding  tax
               obligations with respect to the Participant's  distribution.  For
               purposes of  determining  the number of shares of Common Stock to
               be paid to a  Participant,  the Fair Market Value of Common Stock
               shall be determined as of the last trading day of the  applicable
               Measurement Period.

          (b)  Termination of Employment  Prior to End of a Measurement  Period:
               -----------------------------------------------------------------
               Except as provided  in (d) below,  if a  Participant  voluntarily
               terminates  employment  with the Employer or is terminated by the
               Employer  "for  cause"  prior to the last day of the  Measurement
               Period, his participation in the Plan shall cease immediately and
               he shall not be entitled to any Incentive  Compensation  for such
               Measurement Period.

               Notwithstanding   the  above   paragraph,   if  a   Participant's
               employment is  terminated  because of his death,  Disability,  or
               normal or early  retirement  (as defined in FNB's Pension  Plan),
               prior to the last day of the Measurement  Period, the Participant
               (or his  Beneficiary)  shall be  eligible  to  receive  a prorata
               payment  of  his  Incentive   Compensation  at  the  end  of  the
               Measurement  Period for any Measurement  Period then in progress.
               The prorata  amount shall be determined  based upon the number of
               whole months during the  Measurement  Period that he was employed
               compared to the total number of whole months in such  Measurement
               Period.  Amounts payable in accordance with this subparagraph (b)
               shall  be paid at the end of the  Measurement  Period  after  the
               Performance  Objectives  have  been  measured  and the  Incentive
               Compensation amounts (if any) have been determined,  and shall be
               paid in the same manner as provided in subparagraph (a) above.

          (c)  Failure to Obtain A  Satisfactory  Performance  Evaluation:  If a
               -----------------------------------------------------------
               Participant   fails  to  receive  a  "satisfactory"   performance
               evaluation, he shall automatically be removed from this Plan. The
               Participant  shall  be  entitled  to a  pro-rata  payment  of his
               Incentive Compensation as determined in Section 5(b) above.

          (d)  Change in Control; Threatened Change in Control:  Notwithstanding
               ------------------------------------------------
               anything in  subparagraphs  (a) or (b) above to the contrary,  if
               (i) a Change in Control  occurs during a Measurement  Period,  or
               (ii) a Threatened Change in Control is taking place at the end of

<PAGE>

               a  Measurement   Period,   then,   in  either  such  event,   the
               Participant's Incentive Compensation shall be determined for each
               such Measurement  Period as though each such  Measurement  Period
               had  ended  as of the end of the  calendar  quarter  prior to any
               public  announcement  of such  Change in  Control  or  Threatened
               Change in Control,  and any outstanding awards will be paid based
               on actual  performance to such date.  The Incentive  Compensation
               determined in accordance  with the  preceding  sentence  shall be
               fully vested (subject to the employment  requirements in the next
               sentence)  and shall be paid in the same  manner as  provided  in
               subparagraph  (a) above.  The  Participant  will be  entitled  to
               payment  of the  Incentive  Compensation  earned  for  each  such
               Measurement Period only if:

               (i)  He remains employed by FNB (or its successor) until the date
                    that  would  have  been  the  last  day  of  the  applicable
                    Measurement Period, or

               (ii) Prior to the end of the applicable  Measurement  Period, his
                    employment is terminated by FNB (or its  successor)  without
                    cause, or he retires  (whether early,  normal or late) under
                    FNB's Pension Plan, or dies or incurs a Disability, or

               (iii)He resigns from  employment  with FNB (or its successor) for
                    "good reason" as defined in Section  2(j),  prior to the end
                    of the applicable Measurement Period.

               The amounts  payable under  subsection (i) above shall be paid as
               soon as  practical  after the date that  would have been the last
               day of the applicable Measurement Period; and the amounts payable
               under  subsections  (ii) or (iii)  above shall be paid as soon as
               practical after the Participant's termination, retirement, death,
               disability or resignation of employment.

               Upon a Change in  Control,  the  dollar  amount of the  Incentive
               Compensation or the number of shares of Common Stock (or stock or
               other  securities  into which the Common Stock has been converted
               and  all  dividends  thereafter  paid  thereon)  to be  paid to a
               Participant  shall be credited to the Participant and held by the
               Employer (or its  successor)  for the benefit of the  Participant
               until the payment date specified in the preceding paragraph.

6. Miscellaneous
   -------------

          (a)  No  Assignment:  No right or benefit under this Plan or under any
               ---------------
               Participant  Award  Certificate  issued  hereunder,  may be sold,
               assigned,   transferred,   pledged,   hypothecated  or  otherwise
               disposed of in any way by a Participant (except, upon death, to a
               Beneficiary)  and any attempt by a Participant  to sell,  assign,
               transfer, pledge, hypothecate or dispose of his interest shall be
               null  and  void  and  shall  not  be   recognized  by  the  Plan.
               Notwithstanding the foregoing,  any business entity succeeding to
               substantially  all of the  business of FNB by  purchase,  merger,
               consolidation, sale of assets or otherwise, shall be bound by and
               shall adopt and assume FNB's  obligations under this Plan and FNB
               shall  obtain  the   assumption  of  such   obligations  by  such
               successor.

          (b)  Employment:  Except  for the  benefits  provided  by  this  Plan,
               -----------
               nothing  in this Plan or in any grant of  Incentive  Compensation
               hereunder is intended or should be interpreted to confer upon any
               Participant  the right to continue in the employ of the Employer,
               or to  interfere  with or  restrict  in any way the  right of the

<PAGE>

               Employer  to  discharge  or  terminate  the   employment  of  any
               Participant  at any  time  for  any  reason  whatsoever,  with or
               without cause.

          (c)  Amendments:  The Board  shall have the right to amend the Plan at
               -----------
               any time; provided,  however, that no such amendment shall reduce
               or cancel an  outstanding  Participant  Award  Certificate or any
               Incentive  Compensation already earned by a Participant under the
               Plan.

          (d)  Termination:   FNB  Financial  Services  Corporation  expects  to
               ------------
               continue  this Plan  until  the  Termination  Date,  but does not
               obligate  itself  to do so.  The  Board  reserves  the  right  to
               discontinue  and  terminate  this  Plan at any  time  and for any
               reason  (including a change,  or an impending  change, in the tax
               laws of the United States or any State).  Termination of the Plan
               shall be  binding on all  Participants,  but in no event may such
               termination  reduce or cancel an  outstanding  Participant  Award
               Certificate  or any Incentive  Compensation  already  earned by a
               Participant under the Plan.

               If the  Plan  is  terminated,  the  Board  may,  at  its  option,
               determine  each  Participant's  Incentive  Compensation  for each
               Measurement   Period   then  in  progress  as  though  each  such
               Measurement  Period  had  ended as of the end of the Plan Year in
               which termination  occurs. In such event, any outstanding  awards
               will be paid based on actual  performance  to such date and shall
               be  paid  in  the  same  manner,  and  be  subject  to  the  same
               limitations, as set forth in Section 5(d) hereof in respect of an
               early  determination  of a  Measurement  Period on  account  of a
               Change in Control.

          (e)  Taxes:  If the whole or any part of any  Participant's  Incentive
               ------
               Compensation   is   subject  to  the   payment  of  any   estate,
               inheritance,  income or other tax which FNB shall be  required to
               pay or withhold,  FNB shall have the full power and  authority to
               withhold and pay such tax out of any monies or other  property in
               its hand for the account of such Participant. Prior to making any
               payment of Incentive Compensation,  FNB may require such releases
               or other  documents from any lawful taxing  authority as it shall
               deem necessary.

          (f)  Benefits  Unfunded:  The benefits  provided by this Plan shall be
               -------------------
               unfunded.  All amounts  payable  under this Plan to  Participants
               shall  be paid  from  the  general  assets  of FNB,  and  nothing
               contained in this Plan shall  require FNB to set aside or hold in
               trust any amounts or assets for the purpose of paying benefits to
               Participants.   This  Plan  shall   create  only  a   contractual
               obligation  on the part of FNB and  Participants  shall  have the
               status of general unsecured  creditors of FNB under the Plan with
               respect to amounts payable to them hereunder.

          (e)  Receipt or Release:  Any payment to a  Participant  in accordance
               -------------------
               with the provisions of this Plan shall, to the extent thereof, be
               in full satisfaction of all claims against FNB and its directors,
               officers,  agents and  employees,  and the Board may require such
               Participant, as a condition precedent to such payment, to execute
               a receipt and release to such effect.

          (h)  Controlling  Law:  The Plan shall be  construed  and  enforced in
               -----------------
               accordance with the laws of the State of North Carolina.


<PAGE>








IN WITNESS WHEREOF,  FNB Financial  Services  Corporation has executed this Plan
this 18th day of April, 2002.



                                            FNB FINANCIAL SERVICES CORPORATION



                                              By: /s/ Barry Z. Dodson
                                                  ---------------------
                                                  Barry Z. Dodson
                                                  Chairman of Board



                                            COMPENSATION COMMITTEE



                                            By: /s/ Kenan C. Wright
                                                --------------------
                                                Kenan C. Wright
                                             Chairman of Compensation Committee