As filed with the Securities and Exchange Commission on January 31, 2001

                                               Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                                ----------------

                                    FNB CORP.

             (Exact name of registrant as specified in its charter)


        North Carolina                6021                      56-1456589

(State or other jurisdiction of  (Primary Standard Industrial (I.R.S. Employer
 incorporation or organization)  Classification Code No.)    Identification No.)


                   101 Sunset Avenue, Asheboro, North Carolina 27203
   (Address, including zip code, of registrant's  principal executive offices)

                    CAROLINA FINCORP, INC. STOCK OPTION PLAN

                            (Full title of the plan)
                            -------------------------

                                Michael C. Miller
                                    President
                                    FNB Corp.
                                101 Sunset Avenue
                         Asheboro, North Carolina 27203
                                 (336) 626-8300
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                            -------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                       <C>                    <C>                   <C>                    <C>
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
                                                  Proposed Maximum      Proposed Maximum
Title of Securities to     Amount to be Offering  Price per             Aggregate Offering     Amount of
be Registered              Registered(1)          Share(2)              Price(2)               Registration Fee
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
 Common Stock, par             109,300            $13.3125             $1,455,056.25           $363.76
 value $2.50
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
</TABLE>

 (1) Based on the total number of shares of common stock of FNB Corp. reserved
for issuance upon the exercise of options  granted  pursuant to the  above-named
stock option  plan,  which  options  were  assumed by FNB Corp.  pursuant to its
merger with Carolina Fincorp, Inc.

(2) In  accordance  with Rule  457(h),  the  registration  fee is based upon the
average  of the high and low  prices of the  common  stock of FNB  Corp.  on the
NASDAQ National Market on January 26, 2001.

<PAGE>

                                EXPLANATORY NOTE

         This  registration  statement on Form S-8 relates to 109,300  shares of
the common stock, par value $2.50 per share ("Common Stock"),  of FNB Corp. (the
"Registrant").  All of these  shares of Common  Stock are  issuable  pursuant to
options  issued  under the stock  option  plan  named on the cover  page of this
registration  statement.  The  stock  options  were  assumed  by the  Registrant
pursuant to the Amended and Restated  Agreement and Plan of Merger,  dated as of
December 28, 1999, by and between the Registrant and Carolina Fincorp, Inc.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The  following  documents  and  information  heretofore  filed with the
Securities  and Exchange  Commission by the  Registrant  (File No.  0-13823) are
incorporated by reference in this registration statement:

     (1) the  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  Registration  Statement on Form S-4 (Registration No.  333-93869),
and  all   amendments  or  reports  filed  for  the  purpose  of  updating  such
description;

     (2) the  Registrant's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;

     (3) the Registrant's  Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000, and September 30, 2000; and

     (4) the Registrant's Current Report on Form 8-K dated April 10, 2000.

     All documents hereafter filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective  amendment which indicates that all shares of the
Common  Stock  issuable  pursuant  to  the  stock  option  plan  to  which  this
registration  statement relates have been issued or which deregisters any shares
then remaining unissued,  shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         Article VIII of the Registrant's Amended and Restated Bylaws provides:

                                  ARTICLE VIII.

                                 Indemnification

         1. Extent.  In addition to the  indemnification  otherwise  provided by
law,  the  corporation  shall  indemnify  and hold  harmless its  directors  and
officers  against  liability  and  litigation  expense,   including   reasonable
attorneys'  fees,  arising out of their status as directors or officers or their
activities in any of such  capacities or in any capacity in which any of them is
or  was  serving,  at  the  corporation's   request,  in  another   corporation,
partnership, joint venture, trust or other enterprise, and the corporation shall
indemnify  and hold  harmless  those  directors,  officers or  employees  of the
corporation and who are deemed to be fiduciaries of the  corporation's  employee
pension

<PAGE>

and  welfare  benefit  plans as defined  under the  Employee  Retirement
Income  Security  Act of 1974,  as amended  ("ERISA  fiduciaries")  against  all
liability and litigation expense,  including reasonable attorneys' fees, arising
out of their status or activities as ERISA fiduciaries;  provided, however, that
the corporation  shall not indemnify a director or officer against  liability or
litigation  expense that he may incur on account of his  activities  that at the
time taken were known or reasonably  should have been known by him to be clearly
in conflict  with the best  interests of the  corporation,  and the  corporation
shall not  indemnify an ERISA  fiduciary  against any  liability  or  litigation
expense  that he may incur on account of his  activities  that at the time taken
were known or reasonably should have been known by him to be clearly in conflict
with the best  interests  of the employee  benefit plan to which the  activities
relate.  The corporation shall also indemnify the director,  officer,  and ERISA
fiduciary for reasonable costs,  expenses and attorneys' fees in connection with
the enforcement of rights to indemnification granted herein, if it is determined
in  accordance  with Section 2 of this Article  that the  director,  officer and
ERISA fiduciary is entitled to indemnification hereunder.

         2. Determination.  Any indemnification  under Section 1 of this Article
shall be paid by the corporation in any specific case only after a determination
that the director,  officer or ERISA  fiduciary did not act in a manner,  at the
time the activities  were taken,  that was known or reasonably  should have been
known  by  him  to be  clearly  in  conflict  with  the  best  interests  of the
corporation, or the employee benefit plan to which the activities relate, as the
case may be. Such  determination  shall be made (a) by the affirmative vote of a
majority  (but not less than two) of  directors  who are or were not  parties to
such  action,  suit or  proceeding  or against  whom any such claim is  asserted
("disinterested directors") even though less than a quorum, or (b) if a majority
(but not less than two) of  disinterested  directors so direct,  by  independent
legal counsel in a written  opinion,  or (c) by the vote of a majority of all of
the voting shares other than those owned or controlled by directors, officers or
ERISA fiduciaries who were parties to such action, suit or proceeding or against
whom such claim is asserted, or by a unanimous vote of all of the voting shares,
or (d) by a court of competent jurisdiction.

         3. Advanced Expenses. Expenses incurred by a director, officer or ERISA
fiduciary in defending a civil or criminal  claim,  action,  suit or  proceeding
may, upon  approval of a majority  (but not less than two) of the  disinterested
directors,  even  though  less  than a  quorum,  or,  if there are less than two
disinterested  directors,  upon unanimous approval of the Board of Directors, be
paid by the  corporation  in advance  of the final  disposition  of such  claim,
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director,  officer  or ERISA  fiduciary  to repay  such  amount  unless it shall
ultimately  be  determined  that he is entitled to be  indemnified  against such
expenses by the corporation.

     4.  Corporation.  For purposes of this  Article,  references  to directors,
officers or ERISA  fiduciaries of the  "corporation"  shall be deemed to include
directors,  officers and ERISA fiduciaries of FNB Corp., its  subsidiaries,  and
all constituent  corporations absorbed into FNB Corp. or any of its subsidiaries
by a consolidation or merger.

         5. Reliance and Consideration. Any director, officer or ERISA fiduciary
who at any time after the  adoption of this Bylaw serves or has served in any of
the aforesaid  capacities for or on behalf of the corporation shall be deemed to
be doing or to have done so in reliance  upon,  and as  consideration  for,  the
right of indemnification  provided herein. Such right shall inure to the benefit
of the legal  representatives  of any such person and shall not be  exclusive of
any other rights to which such person may be entitled  apart from the  provision
of this Bylaw.  No amendment,  modification or repeal of this Article VIII shall
adversely  affect  the right of any  director,  officer  or ERISA  fiduciary  to
indemnification  hereunder with respect to any activities occurring prior to the
time of such amendment, modification or repeal.

         6. Insurance.  The  corporation may purchase and maintain  insurance on
behalf of its  directors,  officers,  employees and agents and those persons who
were serving at the request of the corporation as a director,  officer,  partner
or trustee of, or in some other capacity in, another  corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
him and  incurred by him in any such  capacity,  or arising out of his status as
such,  whether  or not the  corporation  would have the power to  indemnify  him
against such liability  under the  provisions of this Article or otherwise.  Any
full or partial payment made by an insurance  company under any insurance policy
covering  any  director,  officer,  employee  or agent made to or on behalf of a
person  entitled  to  indemnification  under  this  Article  shall  relieve  the
corporation of its liability for indemnification provided for in this Article or
otherwise to the extent of such  payment,  and no insurer  shall have a right of
subrogation against the corporation with respect to such payment.

<PAGE>

         The North Carolina General Statutes contain provisions  prescribing the
extent  to which  directors  and  officers  shall or may be  indemnified.  These
statutory provisions are set forth below:

CH. 55 NORTH CAROLINA BUSINESS CORPORATION ACT

                     Part 5. Indemnification.

ss.55-8-50.  Policy statement and definitions.

         (a) It is the  public  policy  of this  State  to  enable  corporations
organized  under this  Chapter to attract and  maintain  responsible,  qualified
directors,  officers,  employees  and  agents,  and,  to  that  end,  to  permit
corporations  organized  under this  Chapter to  allocate  the risk of  personal
liability of directors,  officers,  employees and agents through indemnification
and insurance as authorized in this Part.

         (b)      Definitions in this Part:

                  (1) "Corporation" includes any domestic or foreign corporation
         absorbed in a merger which,  if its separate  existence had  continued,
         would have had the  obligation  or power to  indemnify  its  directors,
         officers,  employees,  or agents,  so that a person who would have been
         entitled to receive or request indemnification from such corporation if
         its separate  existence had continued  shall stand in the same position
         under this Part with respect to the surviving corporation.

                  (2) "Director" means an individual who is or was a director of
         a corporation or an individual  who, while a director of a corporation,
         is or was serving at the corporation's request as a director,  officer,
         partner,  trustee,  employee,  or agent of another  foreign or domestic
         corporation,  partnership, joint venture, trust, employee benefit plan,
         or other enterprise. A director is considered to be serving an employee
         benefit  plan  at  the  corporation's  request  if  his  duties  to the
         corporation  also impose duties on, or otherwise  involve  services by,
         him to the plan or to  participants  in or  beneficiaries  of the plan.
         "Director" includes,  unless the context requires otherwise, the estate
         or personal representative of a director.

                 (3)  "Expenses"  means  expenses   of every kind incurred   in
         defending a proceeding, including counsel fees.

                  (4)  "Liability"  means  the  obligation  to  pay a  judgment,
         settlement,  penalty,  fine  (including  an excise  tax  assessed  with
         respect to an employee benefit plan), or reasonable  expenses  incurred
         with respect to a proceeding.

                  (4a) "Officer",  "employee",  or "agent" includes,  unless the
         context requires otherwise,  the estate or personal representative of a
         person who acted in that capacity.

                  (5) "Official capacity" means: (i) when used with respect to a
         director,  the office of director in a corporation;  and (ii) when used
         with respect to an individual other than a director, as contemplated in
         G.S.  55-8-56,  the office in a corporation  held by the officer or the
         employment or agency  relationship  undertaken by the employee or agent
         on behalf of the  corporation.  "Official  capacity"  does not  include
         service  for  any  other  foreign  or  domestic   corporation   or  any
         partnership,  joint  venture,  trust,  employee  benefit plan, or other
         enterprise.

                  (6)  "Party" includes  an  individual   who     was, is, or is
         threatened to be made a named defendant or respondent in a proceeding.

                  (7) "Proceeding" means any threatened,  pending,  or completed
         action, suit, or proceeding,  whether civil, criminal,  administrative,
         or investigative and whether formal or informal.

<PAGE>

ss.55-8-51.  Authority to indemnify.

         (a) Except as provided in subsection  (d), a corporation  may indemnify
an  individual  made a party to a  proceeding  because  he is or was a  director
against liability incurred in the proceeding if:

                  (1) He conducted himself in good faith; and

                  (2) He  reasonably  believed (i) in the case of conduct in his
         official  capacity  with the  corporation,  that his conduct was in its
         best  interests;  and (ii) in all other cases,  that his conduct was at
         least not opposed to its best interests; and

                  (3) In the case of any   criminal   proceeding,  he  had  no
         reasonable cause to believe his conduct was unlawful.

         (b) A director's conduct with respect to an employee benefit plan for a
purpose he reasonably believed to be in the interests of the participants in and
beneficiaries  of  the  plan  is  conduct  that  satisfies  the  requirement  of
subsection (a)(2)(ii).

         (c) The  termination  of a proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of no contest or its  equivalent  is not, of itself,
determinative  that the director did not meet the standard of conduct  described
in this section.

         (d)      A corporation may not indemnify a director under this section:

                  (1) In connection with a proceeding by or in the right of the
         corporation in which the director was adjudged liable to the
         corporation; or

                  (2) In connection with any other proceeding  charging improper
         personal  benefit  to  him,  whether  or not  involving  action  in his
         official  capacity,  in which he was adjudged  liable on the basis that
         personal benefit was improperly received by him.

         (e)  Indemnification  permitted under this section in connection with a
proceeding  by or in the right of the  corporation  that is concluded  without a
final  adjudication on the issue of liability is limited to reasonable  expenses
incurred in connection with the proceeding.

         (f) The  authorization,  approval or  favorable  recommendation  by the
board of directors of a  corporation  of  indemnification,  as permitted by this
section, shall not be deemed an act or corporate transaction in which a director
has a  conflict  of  interest,  and no  such  indemnification  shall  be void or
voidable on such ground.

ss.55-8-52.  Mandatory indemnification.

         Unless limited by its articles of  incorporation,  a corporation  shall
indemnify a director who was wholly successful,  on the merits or otherwise,  in
the  defense of any  proceeding  to which he was a party  because he is or was a
director  of the  corporation  against  reasonable  expenses  incurred by him in
connection with the proceeding.

ss.55-8-53.  Advance for expenses.

         Expenses  incurred by a director in defending a proceeding  may be paid
by the  corporation in advance of the final  disposition  of such  proceeding as
authorized  by the board of directors in the specific  case or as  authorized or
required  under any provision in the articles of  incorporation  or bylaws or by
any  applicable  resolution or contract upon receipt of an  undertaking by or on
behalf of the  director  to repay  such  amount  unless it shall  ultimately  be
determined that he is entitled to be indemnified by the corporation against such
expenses.

ss.55-8-54.  Court-ordered indemnification.

         Unless a corporation's  articles of incorporation provide otherwise,  a
director  of the  corporation  who is a party  to a  proceeding  may  apply  for
indemnification  to the court  conducting  the proceeding or to another court of

<PAGE>

competent jurisdiction. On receipt of an application, the court after giving any
notice the court considers necessary may order indemnification if it determines:

               (1) The director is entitled to mandatory  indemnification  under
          G.S. 55-8-52, in which case the court shall also order the corporation
          to  pay  the  director's   reasonable   expenses  incurred  to  obtain
          court-ordered indemnification; or

               (2)  The   director   is  fairly  and   reasonably   entitled  to
          indemnification in view of all the relevant circumstances,  whether or
          not he met the  standard of conduct  set forth in G.S.  55-8-51 or was
          adjudged  liable  as  described  in  G.S.  55-8-51(d),  but  if he was
          adjudged  so liable  his  indemnification  is  limited  to  reasonable
          expenses incurred.

ss.55-8-55.  Determination and authorization of indemnification.

     (a) A corporation  may not indemnify a director  under G.S.  55-8-51 unless
authorized  in the  specific  case  after a  determination  has been  made  that
indemnification  of the director is permissible in the circumstances  because he
has met the standard of conduct set forth in G.S. 55-8-51.

         (b)      The determination shall be made:

               (1) By the  board  of  directors  by  majority  vote of a  quorum
          consisting of directors not at the time parties to the proceeding;

               (2) If a quorum  cannot be  obtained  under  subdivision  (1), by
          majority vote of a committee duly designated by the board of directors
          (in which  designation  directors  who are parties  may  participate),
          consisting  solely of two or more directors not at the time parties to
          the proceeding;

               (3) By  special  legal  counsel  (i)  selected  by the  board  of
          directors or its committee in the manner prescribed in subdivision (1)
          or (2);  or (ii) if a quorum  of the  board  of  directors  cannot  be
          obtained under  subdivision  (1) and a committee  cannot be designated
          under  subdivision (2), selected by majority vote of the full board of
          directors   (in  which   selection   directors  who  are  parties  may
          participate); or

               (4) By the  shareholders,  but shares owned by or voted under the
          control of directors who are at the time parties to the proceeding may
          not be voted on the determination.

         (c)   Authorization   of   indemnification   and   evaluation   as   to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination is made by
special legal counsel,  authorization  of  indemnification  and evaluation as to
reasonableness  of expenses  shall be made by those  entitled  under  subsection
(b)(3) to select counsel.

ss.55-8-56.  Indemnification of officers, employees, and agents.

         Unless a corporation's articles of incorporation provide otherwise:

               (1) An  officer  of the  corporation  is  entitled  to  mandatory
          indemnification  under  G.S.  55-8-52,  and is  entitled  to apply for
          court-ordered  indemnification under G.S. 55-8-54, in each case to the
          same extent as a director;

               (2) The corporation may indemnify and advance expenses under this
          Part to an officer,  employee, or agent of the corporation to the same
          extent as to a director; and

               (3) A corporation  may also indemnify and advance  expenses to an
          officer,  employee,  or agent  who is not a  director  to the  extent,
          consistent with public policy, that may be provided by its articles of
          incorporation,  bylaws,  general  or  specific  action of its board of
          directors, or contract.

<PAGE>

ss.55-8-57.  Additional indemnification and insurance.
         (a) In  addition  to and  separate  and apart from the  indemnification
provided  for  in  G.S.  55-8-51,  55-8-52,  55-8-54,  55-8-55  and  55-8-56,  a
corporation  may in its  articles of  incorporation  or bylaws or by contract or
resolution  indemnify  or agree to indemnify  any one or more of its  directors,
officers,  employees, or agents against liability and expenses in any proceeding
(including  without  limitation  a  proceeding  brought  by or on  behalf of the
corporation  itself) arising out of their status as such or their  activities in
any of the foregoing capacities;  provided,  however, that a corporation may not
indemnify  or agree to indemnify a person  against  liability or expenses he may
incur account of his  activities  which were at the time taken known or believed
by him to be clearly in conflict with the best interests of the  corporation.  A
corporation may likewise and to the same extent  indemnify or agree to indemnify
any person  who,  at the  request  of the  corporation,  is or was  serving as a
director,  officer, partner,  trustee,  employee, or agent of another foreign or
domestic corporation,  partnership,  joint venture, trust or other enterprise or
as a trust or administrator under an employee benefit plan. Any provision in any
articles of incorporation,  bylaw,  contract, or resolution permitted under this
section may include  provisions for recovery from the  corporation of reasonable
costs,  expenses,  and  attorneys'  fees in connection  with the  enforcement of
rights to  indemnification  granted therein and may further  include  provisions
establishing  reasonable  procedures  for  determining  and enforcing the rights
granted therein.

         (b) The authorization,  adoption, approval, or favorable recommendation
by the  board of  directors  of a public  corporation  of any  provision  in any
articles of incorporation,  bylaw, contract or resolution,  as permitted in this
section, shall not be deemed an act or corporate transaction in which a director
has a conflict  of  interest,  and no such  articles of  incorporation  or bylaw
provision or contract or  resolution  shall be void or voidable on such grounds.
The authorization,  adoption, approval, or favorable recommendation by the board
of  directors  of a nonpublic  corporation  of any  provision in any articles of
incorporation,  bylaw,  contract or  resolution,  as permitted in this  section,
which  occurred  prior to July 1, 1990,  shall not be deemed an act or corporate
transaction in which a director has a conflict of interest, and no such articles
of  incorporation,  bylaw  provision,  contract or  resolution  shall be void or
voidable on such grounds.  Except as permitted in G.S.  55-8-31,  no such bylaw,
contract,  or  resolution  not  adopted,  authorized,  approved  or  ratified by
shareholders  shall be  effective  as to  claims  made or  liabilities  asserted
against any director  prior to its adoption,  authorization,  or approval by the
board of directors.

         (c) A corporation  may purchase and maintain  insurance on behalf of an
individual  who  is or  was a  director,  officer,  employee  or  agent  of  the
corporation,  or who,  while a  director,  officer,  employee,  or  agent of the
corporation,  is or was serving at the request of the corporation as a director,
officer,  partner,  trustee,  employee,  or agent of another foreign or domestic
corporation,  partnership, joint venture, trust, employee benefit plan, or other
enterprise,  against  liability  asserted  against  or  incurred  by him in that
capacity or arising from his status as a director,  officer, employee, or agent,
whether or not the  corporation  would have power to  indemnify  him against the
same liability under any provision of this Chapter.

ss.55-8-58.  Application of Part.

         (a) If articles of incorporation  limit  indemnification or advance for
expenses,  indemnification and advance for expenses are valid only to the extent
consistent with the articles.

         (b) This Part does not limit a corporation's  power to pay or reimburse
expenses  incurred by a director in connection  with his appearance as a witness
in a  proceeding  at a time  when he has not  been  made a  named  defendant  or
respondent to the proceeding.

         (c) This Part shall not affect  rights or  liabilities  arising  out of
acts or omissions occurring before July 1, 1990.

 Item  7.  Exemption from Registration Claimed

         Not applicable.

 Item 8.  Exhibits

         Reference is made to the Exhibit Index.

<PAGE>

 Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

(1)      To file,  during any period in which  offers or sales are being made, a
         post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
                                    section 10(a)(3) of the Securities Act
                                    of 1933;

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  Registration  Statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  Registration
                                    Statement;

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  Registration
                                    Statement  or any  material  change  in such
                                    information in the Registration Statement.

                  Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not
                  apply  if the  Registration  Statement  is on Form S-3 or Form
                  S-8,  and  the  information  required  to  be  included  in  a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed by the Registrant  pursuant to section
                  13 or section  15(d) of the  Securities  Exchange  Act of 1934
                  that  are   incorporated  by  reference  in  the  Registration
                  Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act of 1933,  each such  post-effective  amendment
                  shall be deemed to be a new registration statement relating to
                  the  securities  offered  therein,  and the  offering  of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

         The undersigned  Registrant hereby undertakes that, for the purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Asheboro, North Carolina on January 31, 2001.

                                              FNB CORP.

                                              By /s/ Michael C. Miller
                                                 __________________________
                                                 Michael C. Miller
                                                 Chairman and President

                                POWER OF ATTORNEY

         Each officer or director whose signature  appears below hereby appoints
Michael C. Miller and Jerry A.  Little,  or either of them,  his true and lawful
attorney-in-fact  to sign on his  behalf as an  individual  and in the  capacity
stated below,  any amendment or  post-effective  amendment to this  Registration
Statement which said attorney-in-fact may deem appropriate or necessary.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration statement has been signed by the following persons in the following
capacities:

 Signature                     Title                              Date

/s/ Michael C. Miller         Chairman, President            January  31, 2001
---------------------------   and Director
Michael C. Miller


/s/ Jerry A. Little           Treasurer and Secretary        January  31, 2001
---------------------------   (Principal Financial
Jerry A. Little                and Accounting Officer)

/s/James M. Campbell, Jr.     Director                       January  31, 2001
---------------------------
James M. Campbell, Jr.


/s/ R. Larry Campbell         Director                       January  31, 2001
---------------------------
R. Larry Campbell


/s/ Darrell L. Frye           Director                       January  31, 2001
---------------------------
Darrell L. Frye


/s/ Wilbert L. Hancock        Director                       January  31, 2001
---------------------------
Wilbert L. Hancock



/s/ Thomas A. Jordan          Director                       January  31, 2001
---------------------------
Thomas A. Jordan


/s/ Joe M. McLaurin           Director                       January  31, 2001
---------------------------
Joe M. McLaurin


/s/ R. Reynolds Neely, Jr.    Director                       January  31, 2001
---------------------------
R. Reynolds Neely, Jr.


/s/ Richard K. Pugh           Director                       January  31, 2001
---------------------------
Richard K. Pugh


/s/ J.M. Ramsay III           Director                       January  31, 2001
--------------------------
J.M. Ramsay III


/s/ Charles W. Stout, M.D.    Director                       January  31, 2001
---------------------------
Charles W. Stout, M.D.


/s/ Earlene V. Ward           Director                       January  31, 2001
Earlene V. Ward


                                                     EXHIBIT INDEX

 Exhibit No.      Description of Exhibits

4.1    Articles of Incorporation of the Registrant, incorporated herein by
       reference to Exhibit 3.1 to the Registrant's Form S-14 Registration
       Statement (No. 2-96498) filed March 16, 1985.

4.2    Articles of Amendment to Articles of Incorporation of the Registrant
       (File No. 0-13823), adopted May 10, 1988, incorporated herein by
       reference to Exhibit 19.10 to the Registrant's Form 10-Q Quarterly Report
       for the quarter ended June 30, 1988.

4.3    Articles of  Amendment  to Articles  of  Incorporation  of the
       Registrant,  adopted  May 12,  1998,  incorporated  herein  by
       reference  to  Exhibit  3.12  to the  Registrant's  Form  10-Q
       Quarterly Report for the quarter ended June 30, 1998.

4.5    Amended and Restated Bylaws of the Registrant, adopted May 21, 1998,
       incorporated herein by reference to Exhibit 3.20 to the Registrant's Form
       10-Q Quarterly Report for the quarter ended June 30, 1998.

4.6    Specimen of Registrant's Common Stock Certificate, incorporated herein by
       reference to Exhibit 4 to Amendment No. 1 to the Registrant's Form S-14
       Registration Statement (No. 2-96498) filed April 19, 1985.

5.1    Opinion of Schell Bray Aycock Abel & Livingston P.L.L.C. re legality.

23.1   Consent of KPMG LLP.

23.2   Consent of Schell Bray Aycock Abel & Livingston P.L.L.C.
       (contained in Exhibit 5.1 hereof).

24.1   Power of Attorney (included in the signature pages hereto).

99.1   Carolina Fincorp, Inc. Stock Option Plan.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FNB CORP. S-8", "secsgml_size_bytes": 37834}]
{"company-data": {"conformed-name": "FNB CORP/NC", "cik": "0000764811", "assigned-sic": "6021", "irs-number": "561456589", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54702", "film-number": "1520596"}, "business-address": {"street1": "101 SUNSET AVE", "street2": "P O BOX 1328", "city": "ASHEBORO", "state": "NC", "zip": "27203", "phone": "3366268300"}, "mail-address": {"street1": "P.O. BOX 1328", "city": "ASHEBORO", "state": "NC", "zip": "27203"}}
As filed with the Securities and Exchange Commission on January 31, 2001

                                               Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                                ----------------

                                    FNB CORP.

             (Exact name of registrant as specified in its charter)

        North Carolina                6021                      56-1456589

(State or other jurisdiction of  (Primary Standard Industrial (I.R.S. Employer
 incorporation or organization)  Classification Code No.)    Identification No.)

                   101 Sunset Avenue, Asheboro, North Carolina 27203
   (Address, including zip code, of registrant's  principal executive offices)

                    CAROLINA FINCORP, INC. STOCK OPTION PLAN

                            (Full title of the plan)
                            -------------------------

                                Michael C. Miller
                                    President
                                    FNB Corp.
                                101 Sunset Avenue
                         Asheboro, North Carolina 27203
                                 (336) 626-8300
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                            -------------------------

                         CALCULATION OF REGISTRATION FEE
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
                                                  Proposed Maximum      Proposed Maximum
Title of Securities to     Amount to be Offering  Price per             Aggregate Offering     Amount of
be Registered              Registered(1)          Share(2)              Price(2)               Registration Fee
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
 Common Stock, par             109,300            $13.3125             $1,455,056.25           $363.76
 value $2.50
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
(1) Based on the total number of shares of common stock of FNB Corp. reserved
for issuance upon the exercise of options  granted  pursuant to the  above-named
stock option  plan,  which  options  were  assumed by FNB Corp.  pursuant to its
merger with Carolina Fincorp, Inc.

(2) In  accordance  with Rule  457(h),  the  registration  fee is based upon the
average  of the high and low  prices of the  common  stock of FNB  Corp.  on the
NASDAQ National Market on January 26, 2001.
EXPLANATORY NOTE

         This  registration  statement on Form S-8 relates to 109,300  shares of
the common stock, par value $2.50 per share ("Common Stock"),  of FNB Corp. (the
"Registrant").  All of these  shares of Common  Stock are  issuable  pursuant to
options  issued  under the stock  option  plan  named on the cover  page of this
registration  statement.  The  stock  options  were  assumed  by the  Registrant
pursuant to the Amended and Restated  Agreement and Plan of Merger,  dated as of
December 28, 1999, by and between the Registrant and Carolina Fincorp, Inc.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The  following  documents  and  information  heretofore  filed with the
Securities  and Exchange  Commission by the  Registrant  (File No.  0-13823) are
incorporated by reference in this registration statement:

     (1) the  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  Registration  Statement on Form S-4 (Registration No.  333-93869),
and  all   amendments  or  reports  filed  for  the  purpose  of  updating  such
description;

     (2) the  Registrant's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;

     (3) the Registrant's  Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000, and September 30, 2000; and

     (4) the Registrant's Current Report on Form 8-K dated April 10, 2000.

     All documents hereafter filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective  amendment which indicates that all shares of the
Common  Stock  issuable  pursuant  to  the  stock  option  plan  to  which  this
registration  statement relates have been issued or which deregisters any shares
then remaining unissued,  shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         Article VIII of the Registrant's Amended and Restated Bylaws provides:

                                  ARTICLE VIII.

                                 Indemnification

         1. Extent.  In addition to the  indemnification  otherwise  provided by
law,  the  corporation  shall  indemnify  and hold  harmless its  directors  and
officers  against  liability  and  litigation  expense,   including   reasonable
attorneys'  fees,  arising out of their status as directors or officers or their
activities in any of such  capacities or in any capacity in which any of them is
or  was  serving,  at  the  corporation's   request,  in  another   corporation,
partnership, joint venture, trust or other enterprise, and the corporation shall
indemnify  and hold  harmless  those  directors,  officers or  employees  of the
corporation and who are deemed to be fiduciaries of the  corporation's  employee
pension
and  welfare  benefit  plans as defined  under the  Employee  Retirement
Income  Security  Act of 1974,  as amended  ("ERISA  fiduciaries")  against  all
liability and litigation expense,  including reasonable attorneys' fees, arising
out of their status or activities as ERISA fiduciaries;  provided, however, that
the corporation  shall not indemnify a director or officer against  liability or
litigation  expense that he may incur on account of his  activities  that at the
time taken were known or reasonably  should have been known by him to be clearly
in conflict  with the best  interests of the  corporation,  and the  corporation
shall not  indemnify an ERISA  fiduciary  against any  liability  or  litigation
expense  that he may incur on account of his  activities  that at the time taken
were known or reasonably should have been known by him to be clearly in conflict
with the best  interests  of the employee  benefit plan to which the  activities
relate.  The corporation shall also indemnify the director,  officer,  and ERISA
fiduciary for reasonable costs,  expenses and attorneys' fees in connection with
the enforcement of rights to indemnification granted herein, if it is determined
in  accordance  with Section 2 of this Article  that the  director,  officer and
ERISA fiduciary is entitled to indemnification hereunder.

         2. Determination.  Any indemnification  under Section 1 of this Article
shall be paid by the corporation in any specific case only after a determination
that the director,  officer or ERISA  fiduciary did not act in a manner,  at the
time the activities  were taken,  that was known or reasonably  should have been
known  by  him  to be  clearly  in  conflict  with  the  best  interests  of the
corporation, or the employee benefit plan to which the activities relate, as the
case may be. Such  determination  shall be made (a) by the affirmative vote of a
majority  (but not less than two) of  directors  who are or were not  parties to
such  action,  suit or  proceeding  or against  whom any such claim is  asserted
("disinterested directors") even though less than a quorum, or (b) if a majority
(but not less than two) of  disinterested  directors so direct,  by  independent
legal counsel in a written  opinion,  or (c) by the vote of a majority of all of
the voting shares other than those owned or controlled by directors, officers or
ERISA fiduciaries who were parties to such action, suit or proceeding or against
whom such claim is asserted, or by a unanimous vote of all of the voting shares,
or (d) by a court of competent jurisdiction.

         3. Advanced Expenses. Expenses incurred by a director, officer or ERISA
fiduciary in defending a civil or criminal  claim,  action,  suit or  proceeding
may, upon  approval of a majority  (but not less than two) of the  disinterested
directors,  even  though  less  than a  quorum,  or,  if there are less than two
disinterested  directors,  upon unanimous approval of the Board of Directors, be
paid by the  corporation  in advance  of the final  disposition  of such  claim,
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director,  officer  or ERISA  fiduciary  to repay  such  amount  unless it shall
ultimately  be  determined  that he is entitled to be  indemnified  against such
expenses by the corporation.

     4.  Corporation.  For purposes of this  Article,  references  to directors,
officers or ERISA  fiduciaries of the  "corporation"  shall be deemed to include
directors,  officers and ERISA fiduciaries of FNB Corp., its  subsidiaries,  and
all constituent  corporations absorbed into FNB Corp. or any of its subsidiaries
by a consolidation or merger.

         5. Reliance and Consideration. Any director, officer or ERISA fiduciary
who at any time after the  adoption of this Bylaw serves or has served in any of
the aforesaid  capacities for or on behalf of the corporation shall be deemed to
be doing or to have done so in reliance  upon,  and as  consideration  for,  the
right of indemnification  provided herein. Such right shall inure to the benefit
of the legal  representatives  of any such person and shall not be  exclusive of
any other rights to which such person may be entitled  apart from the  provision
of this Bylaw.  No amendment,  modification or repeal of this Article VIII shall
adversely  affect  the right of any  director,  officer  or ERISA  fiduciary  to
indemnification  hereunder with respect to any activities occurring prior to the
time of such amendment, modification or repeal.

         6. Insurance.  The  corporation may purchase and maintain  insurance on
behalf of its  directors,  officers,  employees and agents and those persons who
were serving at the request of the corporation as a director,  officer,  partner
or trustee of, or in some other capacity in, another  corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
him and  incurred by him in any such  capacity,  or arising out of his status as
such,  whether  or not the  corporation  would have the power to  indemnify  him
against such liability  under the  provisions of this Article or otherwise.  Any
full or partial payment made by an insurance  company under any insurance policy
covering  any  director,  officer,  employee  or agent made to or on behalf of a
person  entitled  to  indemnification  under  this  Article  shall  relieve  the
corporation of its liability for indemnification provided for in this Article or
otherwise to the extent of such  payment,  and no insurer  shall have a right of
subrogation against the corporation with respect to such payment.
The North Carolina General Statutes contain provisions  prescribing the
extent  to which  directors  and  officers  shall or may be  indemnified.  These
statutory provisions are set forth below:

CH. 55 NORTH CAROLINA BUSINESS CORPORATION ACT

                     Part 5. Indemnification.

ss.55-8-50.  Policy statement and definitions.

         (a) It is the  public  policy  of this  State  to  enable  corporations
organized  under this  Chapter to attract and  maintain  responsible,  qualified
directors,  officers,  employees  and  agents,  and,  to  that  end,  to  permit
corporations  organized  under this  Chapter to  allocate  the risk of  personal
liability of directors,  officers,  employees and agents through indemnification
and insurance as authorized in this Part.

         (b)      Definitions in this Part:

                  (1) "Corporation" includes any domestic or foreign corporation
         absorbed in a merger which,  if its separate  existence had  continued,
         would have had the  obligation  or power to  indemnify  its  directors,
         officers,  employees,  or agents,  so that a person who would have been
         entitled to receive or request indemnification from such corporation if
         its separate  existence had continued  shall stand in the same position
         under this Part with respect to the surviving corporation.

                  (2) "Director" means an individual who is or was a director of
         a corporation or an individual  who, while a director of a corporation,
         is or was serving at the corporation's request as a director,  officer,
         partner,  trustee,  employee,  or agent of another  foreign or domestic
         corporation,  partnership, joint venture, trust, employee benefit plan,
         or other enterprise. A director is considered to be serving an employee
         benefit  plan  at  the  corporation's  request  if  his  duties  to the
         corporation  also impose duties on, or otherwise  involve  services by,
         him to the plan or to  participants  in or  beneficiaries  of the plan.
         "Director" includes,  unless the context requires otherwise, the estate
         or personal representative of a director.

                 (3)  "Expenses"  means  expenses   of every kind incurred   in
         defending a proceeding, including counsel fees.

                  (4)  "Liability"  means  the  obligation  to  pay a  judgment,
         settlement,  penalty,  fine  (including  an excise  tax  assessed  with
         respect to an employee benefit plan), or reasonable  expenses  incurred
         with respect to a proceeding.

                  (4a) "Officer",  "employee",  or "agent" includes,  unless the
         context requires otherwise,  the estate or personal representative of a
         person who acted in that capacity.

                  (5) "Official capacity" means: (i) when used with respect to a
         director,  the office of director in a corporation;  and (ii) when used
         with respect to an individual other than a director, as contemplated in
         G.S.  55-8-56,  the office in a corporation  held by the officer or the
         employment or agency  relationship  undertaken by the employee or agent
         on behalf of the  corporation.  "Official  capacity"  does not  include
         service  for  any  other  foreign  or  domestic   corporation   or  any
         partnership,  joint  venture,  trust,  employee  benefit plan, or other
         enterprise.

                  (6)  "Party" includes  an  individual   who     was, is, or is
         threatened to be made a named defendant or respondent in a proceeding.

                  (7) "Proceeding" means any threatened,  pending,  or completed
         action, suit, or proceeding,  whether civil, criminal,  administrative,
         or investigative and whether formal or informal.
ss.55-8-51.  Authority to indemnify.

         (a) Except as provided in subsection  (d), a corporation  may indemnify
an  individual  made a party to a  proceeding  because  he is or was a  director
against liability incurred in the proceeding if:

                  (1) He conducted himself in good faith; and

                  (2) He  reasonably  believed (i) in the case of conduct in his
         official  capacity  with the  corporation,  that his conduct was in its
         best  interests;  and (ii) in all other cases,  that his conduct was at
         least not opposed to its best interests; and

                  (3) In the case of any   criminal   proceeding,  he  had  no
         reasonable cause to believe his conduct was unlawful.

         (b) A director's conduct with respect to an employee benefit plan for a
purpose he reasonably believed to be in the interests of the participants in and
beneficiaries  of  the  plan  is  conduct  that  satisfies  the  requirement  of
subsection (a)(2)(ii).

         (c) The  termination  of a proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of no contest or its  equivalent  is not, of itself,
determinative  that the director did not meet the standard of conduct  described
in this section.

         (d)      A corporation may not indemnify a director under this section:

                  (1) In connection with a proceeding by or in the right of the
         corporation in which the director was adjudged liable to the
         corporation; or

                  (2) In connection with any other proceeding  charging improper
         personal  benefit  to  him,  whether  or not  involving  action  in his
         official  capacity,  in which he was adjudged  liable on the basis that
         personal benefit was improperly received by him.

         (e)  Indemnification  permitted under this section in connection with a
proceeding  by or in the right of the  corporation  that is concluded  without a
final  adjudication on the issue of liability is limited to reasonable  expenses
incurred in connection with the proceeding.

         (f) The  authorization,  approval or  favorable  recommendation  by the
board of directors of a  corporation  of  indemnification,  as permitted by this
section, shall not be deemed an act or corporate transaction in which a director
has a  conflict  of  interest,  and no  such  indemnification  shall  be void or
voidable on such ground.

ss.55-8-52.  Mandatory indemnification.

         Unless limited by its articles of  incorporation,  a corporation  shall
indemnify a director who was wholly successful,  on the merits or otherwise,  in
the  defense of any  proceeding  to which he was a party  because he is or was a
director  of the  corporation  against  reasonable  expenses  incurred by him in
connection with the proceeding.

ss.55-8-53.  Advance for expenses.

         Expenses  incurred by a director in defending a proceeding  may be paid
by the  corporation in advance of the final  disposition  of such  proceeding as
authorized  by the board of directors in the specific  case or as  authorized or
required  under any provision in the articles of  incorporation  or bylaws or by
any  applicable  resolution or contract upon receipt of an  undertaking by or on
behalf of the  director  to repay  such  amount  unless it shall  ultimately  be
determined that he is entitled to be indemnified by the corporation against such
expenses.

ss.55-8-54.  Court-ordered indemnification.

         Unless a corporation's  articles of incorporation provide otherwise,  a
director  of the  corporation  who is a party  to a  proceeding  may  apply  for
indemnification  to the court  conducting  the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court after giving any
notice the court considers necessary may order indemnification if it determines:

               (1) The director is entitled to mandatory  indemnification  under
          G.S. 55-8-52, in which case the court shall also order the corporation
          to  pay  the  director's   reasonable   expenses  incurred  to  obtain
          court-ordered indemnification; or

               (2)  The   director   is  fairly  and   reasonably   entitled  to
          indemnification in view of all the relevant circumstances,  whether or
          not he met the  standard of conduct  set forth in G.S.  55-8-51 or was
          adjudged  liable  as  described  in  G.S.  55-8-51(d),  but  if he was
          adjudged  so liable  his  indemnification  is  limited  to  reasonable
          expenses incurred.

ss.55-8-55.  Determination and authorization of indemnification.

     (a) A corporation  may not indemnify a director  under G.S.  55-8-51 unless
authorized  in the  specific  case  after a  determination  has been  made  that
indemnification  of the director is permissible in the circumstances  because he
has met the standard of conduct set forth in G.S. 55-8-51.

         (b)      The determination shall be made:

               (1) By the  board  of  directors  by  majority  vote of a  quorum
          consisting of directors not at the time parties to the proceeding;

               (2) If a quorum  cannot be  obtained  under  subdivision  (1), by
          majority vote of a committee duly designated by the board of directors
          (in which  designation  directors  who are parties  may  participate),
          consisting  solely of two or more directors not at the time parties to
          the proceeding;

               (3) By  special  legal  counsel  (i)  selected  by the  board  of
          directors or its committee in the manner prescribed in subdivision (1)
          or (2);  or (ii) if a quorum  of the  board  of  directors  cannot  be
          obtained under  subdivision  (1) and a committee  cannot be designated
          under  subdivision (2), selected by majority vote of the full board of
          directors   (in  which   selection   directors  who  are  parties  may
          participate); or

               (4) By the  shareholders,  but shares owned by or voted under the
          control of directors who are at the time parties to the proceeding may
          not be voted on the determination.

         (c)   Authorization   of   indemnification   and   evaluation   as   to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination is made by
special legal counsel,  authorization  of  indemnification  and evaluation as to
reasonableness  of expenses  shall be made by those  entitled  under  subsection
(b)(3) to select counsel.

ss.55-8-56.  Indemnification of officers, employees, and agents.

         Unless a corporation's articles of incorporation provide otherwise:

               (1) An  officer  of the  corporation  is  entitled  to  mandatory
          indemnification  under  G.S.  55-8-52,  and is  entitled  to apply for
          court-ordered  indemnification under G.S. 55-8-54, in each case to the
          same extent as a director;

               (2) The corporation may indemnify and advance expenses under this
          Part to an officer,  employee, or agent of the corporation to the same
          extent as to a director; and

               (3) A corporation  may also indemnify and advance  expenses to an
          officer,  employee,  or agent  who is not a  director  to the  extent,
          consistent with public policy, that may be provided by its articles of
          incorporation,  bylaws,  general  or  specific  action of its board of
          directors, or contract.
ss.55-8-57.  Additional indemnification and insurance.
         (a) In  addition  to and  separate  and apart from the  indemnification
provided  for  in  G.S.  55-8-51,  55-8-52,  55-8-54,  55-8-55  and  55-8-56,  a
corporation  may in its  articles of  incorporation  or bylaws or by contract or
resolution  indemnify  or agree to indemnify  any one or more of its  directors,
officers,  employees, or agents against liability and expenses in any proceeding
(including  without  limitation  a  proceeding  brought  by or on  behalf of the
corporation  itself) arising out of their status as such or their  activities in
any of the foregoing capacities;  provided,  however, that a corporation may not
indemnify  or agree to indemnify a person  against  liability or expenses he may
incur account of his  activities  which were at the time taken known or believed
by him to be clearly in conflict with the best interests of the  corporation.  A
corporation may likewise and to the same extent  indemnify or agree to indemnify
any person  who,  at the  request  of the  corporation,  is or was  serving as a
director,  officer, partner,  trustee,  employee, or agent of another foreign or
domestic corporation,  partnership,  joint venture, trust or other enterprise or
as a trust or administrator under an employee benefit plan. Any provision in any
articles of incorporation,  bylaw,  contract, or resolution permitted under this
section may include  provisions for recovery from the  corporation of reasonable
costs,  expenses,  and  attorneys'  fees in connection  with the  enforcement of
rights to  indemnification  granted therein and may further  include  provisions
establishing  reasonable  procedures  for  determining  and enforcing the rights
granted therein.

         (b) The authorization,  adoption, approval, or favorable recommendation
by the  board of  directors  of a public  corporation  of any  provision  in any
articles of incorporation,  bylaw, contract or resolution,  as permitted in this
section, shall not be deemed an act or corporate transaction in which a director
has a conflict  of  interest,  and no such  articles of  incorporation  or bylaw
provision or contract or  resolution  shall be void or voidable on such grounds.
The authorization,  adoption, approval, or favorable recommendation by the board
of  directors  of a nonpublic  corporation  of any  provision in any articles of
incorporation,  bylaw,  contract or  resolution,  as permitted in this  section,
which  occurred  prior to July 1, 1990,  shall not be deemed an act or corporate
transaction in which a director has a conflict of interest, and no such articles
of  incorporation,  bylaw  provision,  contract or  resolution  shall be void or
voidable on such grounds.  Except as permitted in G.S.  55-8-31,  no such bylaw,
contract,  or  resolution  not  adopted,  authorized,  approved  or  ratified by
shareholders  shall be  effective  as to  claims  made or  liabilities  asserted
against any director  prior to its adoption,  authorization,  or approval by the
board of directors.

         (c) A corporation  may purchase and maintain  insurance on behalf of an
individual  who  is or  was a  director,  officer,  employee  or  agent  of  the
corporation,  or who,  while a  director,  officer,  employee,  or  agent of the
corporation,  is or was serving at the request of the corporation as a director,
officer,  partner,  trustee,  employee,  or agent of another foreign or domestic
corporation,  partnership, joint venture, trust, employee benefit plan, or other
enterprise,  against  liability  asserted  against  or  incurred  by him in that
capacity or arising from his status as a director,  officer, employee, or agent,
whether or not the  corporation  would have power to  indemnify  him against the
same liability under any provision of this Chapter.

ss.55-8-58.  Application of Part.

         (a) If articles of incorporation  limit  indemnification or advance for
expenses,  indemnification and advance for expenses are valid only to the extent
consistent with the articles.

         (b) This Part does not limit a corporation's  power to pay or reimburse
expenses  incurred by a director in connection  with his appearance as a witness
in a  proceeding  at a time  when he has not  been  made a  named  defendant  or
respondent to the proceeding.

         (c) This Part shall not affect  rights or  liabilities  arising  out of
acts or omissions occurring before July 1, 1990.

 Item  7.  Exemption from Registration Claimed

         Not applicable.

 Item 8.  Exhibits

         Reference is made to the Exhibit Index.
Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

(1)      To file,  during any period in which  offers or sales are being made, a
         post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
                                    section 10(a)(3) of the Securities Act
                                    of 1933;

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  Registration  Statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  Registration
                                    Statement;

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  Registration
                                    Statement  or any  material  change  in such
                                    information in the Registration Statement.

                  Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not
                  apply  if the  Registration  Statement  is on Form S-3 or Form
                  S-8,  and  the  information  required  to  be  included  in  a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed by the Registrant  pursuant to section
                  13 or section  15(d) of the  Securities  Exchange  Act of 1934
                  that  are   incorporated  by  reference  in  the  Registration
                  Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act of 1933,  each such  post-effective  amendment
                  shall be deemed to be a new registration statement relating to
                  the  securities  offered  therein,  and the  offering  of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

         The undersigned  Registrant hereby undertakes that, for the purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Asheboro, North Carolina on January 31, 2001.

                                              FNB CORP.

                                              By /s/ Michael C. Miller
                                                 __________________________
                                                 Michael C. Miller
                                                 Chairman and President

                                POWER OF ATTORNEY

         Each officer or director whose signature  appears below hereby appoints
Michael C. Miller and Jerry A.  Little,  or either of them,  his true and lawful
attorney-in-fact  to sign on his  behalf as an  individual  and in the  capacity
stated below,  any amendment or  post-effective  amendment to this  Registration
Statement which said attorney-in-fact may deem appropriate or necessary.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration statement has been signed by the following persons in the following
capacities:

 Signature                     Title                              Date

/s/ Michael C. Miller         Chairman, President            January  31, 2001
---------------------------   and Director
Michael C. Miller

/s/ Jerry A. Little           Treasurer and Secretary        January  31, 2001
---------------------------   (Principal Financial
Jerry A. Little                and Accounting Officer)

/s/James M. Campbell, Jr.     Director                       January  31, 2001
---------------------------
James M. Campbell, Jr.

/s/ R. Larry Campbell         Director                       January  31, 2001
---------------------------
R. Larry Campbell

/s/ Darrell L. Frye           Director                       January  31, 2001
---------------------------
Darrell L. Frye

/s/ Wilbert L. Hancock        Director                       January  31, 2001
---------------------------
Wilbert L. Hancock

/s/ Thomas A. Jordan          Director                       January  31, 2001
---------------------------
Thomas A. Jordan

/s/ Joe M. McLaurin           Director                       January  31, 2001
---------------------------
Joe M. McLaurin

/s/ R. Reynolds Neely, Jr.    Director                       January  31, 2001
---------------------------
R. Reynolds Neely, Jr.

/s/ Richard K. Pugh           Director                       January  31, 2001
---------------------------
Richard K. Pugh

/s/ J.M. Ramsay III           Director                       January  31, 2001
--------------------------
J.M. Ramsay III

/s/ Charles W. Stout, M.D.    Director                       January  31, 2001
---------------------------
Charles W. Stout, M.D.

/s/ Earlene V. Ward           Director                       January  31, 2001
Earlene V. Ward

                                                     EXHIBIT INDEX

 Exhibit No.      Description of Exhibits

4.1    Articles of Incorporation of the Registrant, incorporated herein by
       reference to Exhibit 3.1 to the Registrant's Form S-14 Registration
       Statement (No. 2-96498) filed March 16, 1985.

4.2    Articles of Amendment to Articles of Incorporation of the Registrant
       (File No. 0-13823), adopted May 10, 1988, incorporated herein by
       reference to Exhibit 19.10 to the Registrant's Form 10-Q Quarterly Report
       for the quarter ended June 30, 1988.

4.3    Articles of  Amendment  to Articles  of  Incorporation  of the
       Registrant,  adopted  May 12,  1998,  incorporated  herein  by
       reference  to  Exhibit  3.12  to the  Registrant's  Form  10-Q
       Quarterly Report for the quarter ended June 30, 1998.

4.5    Amended and Restated Bylaws of the Registrant, adopted May 21, 1998,
       incorporated herein by reference to Exhibit 3.20 to the Registrant's Form
       10-Q Quarterly Report for the quarter ended June 30, 1998.

4.6    Specimen of Registrant's Common Stock Certificate, incorporated herein by
       reference to Exhibit 4 to Amendment No. 1 to the Registrant's Form S-14
       Registration Statement (No. 2-96498) filed April 19, 1985.

5.1    Opinion of Schell Bray Aycock Abel & Livingston P.L.L.C. re legality.

23.1   Consent of KPMG LLP.

23.2   Consent of Schell Bray Aycock Abel & Livingston P.L.L.C.
       (contained in Exhibit 5.1 hereof).

24.1   Power of Attorney (included in the signature pages hereto).

99.1   Carolina Fincorp, Inc. Stock Option Plan.