As filed with the Securities and Exchange Commission on September 9, 2002

                                               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)

            1993 ROWAN SAVINGS BANK, SSB, INC. INCENTIVE STOCK OPTION PLAN
1993 ROWAN SAVINGS BANK, SSB, INC. NONQUALIFIED STOCK OPTION PLAN FOR DIRECTORS
-------------------------------------------------------------------------------
                            (Full title of the plans)
                            -------------------------

                                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             141,225            $17.25                $2,436,131.25          $ 224.12
 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  plans,  which  options  were  assumed by FNB Corp. pursuant to its
merger with Rowan Bancorp, 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 September 3, 2002.

<PAGE>

                                EXPLANATORY NOTE


         This registration statement on Form S-8 relates to 141,225 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 plans named on the cover page of this
registration statement. The stock options were assumed by the Registrant
pursuant to the Agreement and Plan of Merger, dated as of February 11, 2002, by
and between the Registrant and Rowan Bancorp, 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.
     333-87132), 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, 2001;

     (3) the Registrant's  Quarterly Reports on Form 10-Q for the quarters ended
     March 31, 2002, and June 30, 2002; and

     (4) the Registrant's Current Report on Form 8-K dated August 1, 2002.

         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.



<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 September 9, 2002.

                                           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            September 9, 2002
--------------------------      and Director
Michael C. Miller


/s/ Jerry Little                Treasurer and Secretary        September 9, 2002
--------------------------      (Principal Financial
Jerry A. Little                 and Accounting Officer)

/s/ James M. Campbell, Jr.      Director                       September 9, 2002
--------------------------
James M. Campbell, Jr.


/s/ R. Larry Campbell           Director                       September 9, 2002
--------------------------
R. Larry Campbell


/s/ Darrell L. Frye             Director                       September 9, 2002
--------------------------
Darrell L. Frye


/s/ Wilbert L. Hancock          Director                       September 9, 2002
--------------------------
Wilbert L. Hancock


/s/ Thomas A. Jordan            Director                       September 9, 2002
--------------------------
Thomas A. Jordan


/s/ Cooper M. McLaurin          Director                       September 9, 2002
--------------------------
Cooper M. McLaurin


/s/ R. Reynolds Neely, Jr.      Director                       September 9, 2002
--------------------------
R. Reynolds Neely, Jr.


/s/ Richard K. Pugh             Director                       September 9, 2002
--------------------------
Richard K. Pugh


/s/ J. M. Ramsay III            Director                       September 9, 2002
---------------------------
J. M. Ramsay III


/s/ Charles W. Stout, M.D.      Director                       September 9, 2002
--------------------------
Charles W. Stout, M.D.



                                                     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).
[{"type": "S-8", "sequence": "1", "filename": "s8body.txt", "description": "S-8 FOR FNB CORP. SEPTEMBER 9, 2002", "secsgml_size_bytes": 36988}]
{"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": "333-99333", "film-number": "02759740"}, "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 September 9, 2002

                                               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)

            1993 ROWAN SAVINGS BANK, SSB, INC. INCENTIVE STOCK OPTION PLAN
1993 ROWAN SAVINGS BANK, SSB, INC. NONQUALIFIED STOCK OPTION PLAN FOR DIRECTORS
-------------------------------------------------------------------------------
                            (Full title of the plans)
                            -------------------------

                                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             141,225            $17.25                $2,436,131.25          $ 224.12
 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  plans,  which  options  were  assumed by FNB Corp. pursuant to its
merger with Rowan Bancorp, 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 September 3, 2002.
EXPLANATORY NOTE

         This registration statement on Form S-8 relates to 141,225 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 plans named on the cover page of this
registration statement. The stock options were assumed by the Registrant
pursuant to the Agreement and Plan of Merger, dated as of February 11, 2002, by
and between the Registrant and Rowan Bancorp, 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.
     333-87132), 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, 2001;

     (3) the Registrant's  Quarterly Reports on Form 10-Q for the quarters ended
     March 31, 2002, and June 30, 2002; and

     (4) the Registrant's Current Report on Form 8-K dated August 1, 2002.

         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 September 9, 2002.

                                           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            September 9, 2002
--------------------------      and Director
Michael C. Miller

/s/ Jerry Little                Treasurer and Secretary        September 9, 2002
--------------------------      (Principal Financial
Jerry A. Little                 and Accounting Officer)

/s/ James M. Campbell, Jr.      Director                       September 9, 2002
--------------------------
James M. Campbell, Jr.

/s/ R. Larry Campbell           Director                       September 9, 2002
--------------------------
R. Larry Campbell

/s/ Darrell L. Frye             Director                       September 9, 2002
--------------------------
Darrell L. Frye

/s/ Wilbert L. Hancock          Director                       September 9, 2002
--------------------------
Wilbert L. Hancock

/s/ Thomas A. Jordan            Director                       September 9, 2002
--------------------------
Thomas A. Jordan

/s/ Cooper M. McLaurin          Director                       September 9, 2002
--------------------------
Cooper M. McLaurin

/s/ R. Reynolds Neely, Jr.      Director                       September 9, 2002
--------------------------
R. Reynolds Neely, Jr.

/s/ Richard K. Pugh             Director                       September 9, 2002
--------------------------
Richard K. Pugh

/s/ J. M. Ramsay III            Director                       September 9, 2002
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J. M. Ramsay III

/s/ Charles W. Stout, M.D.      Director                       September 9, 2002
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Charles W. Stout, M.D.

                                                     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).