As filed with the Securities and Exchange Commission on May 21, 2003

                                               Registration No. ____________

                       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)


                      FNB CORP. 2003 STOCK INCENTIVE 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             240,000            $27.66                $11,617,200.00          $ 939.83
 value $2.50
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
</TABLE>

(1) Based on the total number of shares of common stock of FNB Corp. issuable
pursuant to the terms of the above-named plan.

(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 May 20, 2003.



<PAGE>




                                EXPLANATORY NOTE

         This Registration Statement on Form S-8 relates to 420,000 shares of
common stock, par value $2.50 per share ("Common Stock"), of FNB Corp. (the
"Registrant") issuable pursuant to the terms of the Registrant's 2003 Stock
Incentive Plan (the "Plan"). The Plan was adopted by FNB's Board of Directors
and approved by the FNB shareholders on May 13, 2003.

                                     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, 2002;

         (3)  the  Registrant's  Quarterly  Report on Form 10-Q for the quarter
          ended March 31, 2003;

         (4) the Registrant's  Current Reports on Form 8-K dated April 11, 2003
          and April 25, 2003.

         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 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:



<PAGE>



                                  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 May 21, 2003.

                                       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            May 21, 2003
--------------------------      and Director(Principal
Michael C. Miller               Executive Officer)


/s/ Jerry Little                Treasurer and Secretary        May 21, 2003
--------------------------      (Principal Financial
Jerry A. Little                 and Accounting Officer)

/s/ James M. Campbell, Jr.      Director                       May 21, 2003
--------------------------
James M. Campbell, Jr.


/s/ R. Larry Campbell           Vice President and             May 21, 2003
--------------------------      Director
R. Larry Campbell


/s/ Darrell L. Frye             Director                       May 21, 2003
--------------------------
Darrell L. Frye


/s/ Wilbert L. Hancock          Director                       May 21, 2003
--------------------------
Wilbert L. Hancock


/s/ Bruce D. Jones              Vice President and             May 21, 2003
--------------------------      Director
Bruce D. Jones

<PAGE>

/s/ Thomas A. Jordan            Director                       May 21, 2003
--------------------------
Thomas A. Jordan


/s/ Dale E. Keiger              Director                       May 21, 2003
--------------------------
Dale E. Keiger


/s/ Eugene B. McLaurin          Director                       May 21, 2003
--------------------------
Eugene B. McLaurin


/s/ R. Reynolds Neely, Jr.      Director                       May 21, 2003
--------------------------
R. Reynolds Neely, Jr.


/s/ Richard K. Pugh             Director                       May 21, 2003
--------------------------
Richard K. Pugh


/s/ J. M. Ramsay III            Director                       May 21, 2003
---------------------------
J. M. Ramsay III



<PAGE>


                                  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 FNB Corp 2003 Stock Incentive Plan.
[{"type": "S-8", "sequence": "1", "filename": "s8body.txt", "description": "FNB CORP S-8 MAY 21, 2003", "secsgml_size_bytes": 36808}]
{"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": "333-105442", "film-number": "03714313"}, "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 May 21, 2003

                                               Registration No. ____________

                       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)

                      FNB CORP. 2003 STOCK INCENTIVE 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             240,000            $27.66                $11,617,200.00          $ 939.83
 value $2.50
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
(1) Based on the total number of shares of common stock of FNB Corp. issuable
pursuant to the terms of the above-named plan.

(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 May 20, 2003.
EXPLANATORY NOTE

         This Registration Statement on Form S-8 relates to 420,000 shares of
common stock, par value $2.50 per share ("Common Stock"), of FNB Corp. (the
"Registrant") issuable pursuant to the terms of the Registrant's 2003 Stock
Incentive Plan (the "Plan"). The Plan was adopted by FNB's Board of Directors
and approved by the FNB shareholders on May 13, 2003.

                                     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, 2002;

         (3)  the  Registrant's  Quarterly  Report on Form 10-Q for the quarter
          ended March 31, 2003;

         (4) the Registrant's  Current Reports on Form 8-K dated April 11, 2003
          and April 25, 2003.

         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 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 May 21, 2003.

                                       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            May 21, 2003
--------------------------      and Director(Principal
Michael C. Miller               Executive Officer)

/s/ Jerry Little                Treasurer and Secretary        May 21, 2003
--------------------------      (Principal Financial
Jerry A. Little                 and Accounting Officer)

/s/ James M. Campbell, Jr.      Director                       May 21, 2003
--------------------------
James M. Campbell, Jr.

/s/ R. Larry Campbell           Vice President and             May 21, 2003
--------------------------      Director
R. Larry Campbell

/s/ Darrell L. Frye             Director                       May 21, 2003
--------------------------
Darrell L. Frye

/s/ Wilbert L. Hancock          Director                       May 21, 2003
--------------------------
Wilbert L. Hancock

/s/ Bruce D. Jones              Vice President and             May 21, 2003
--------------------------      Director
Bruce D. Jones
/s/ Thomas A. Jordan            Director                       May 21, 2003
--------------------------
Thomas A. Jordan

/s/ Dale E. Keiger              Director                       May 21, 2003
--------------------------
Dale E. Keiger

/s/ Eugene B. McLaurin          Director                       May 21, 2003
--------------------------
Eugene B. McLaurin

/s/ R. Reynolds Neely, Jr.      Director                       May 21, 2003
--------------------------
R. Reynolds Neely, Jr.

/s/ Richard K. Pugh             Director                       May 21, 2003
--------------------------
Richard K. Pugh

/s/ J. M. Ramsay III            Director                       May 21, 2003
---------------------------
J. M. Ramsay III
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 FNB Corp 2003 Stock Incentive Plan.