FNB CORP/NC, 10-K405, 1999-03-31

FNB CORP/NC
10-K405, 1999-03-31
NATIONAL COMMERCIAL BANKS

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

---------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

COMMISSION FILE NUMBER: 0-13823

---------------
FNB CORP.
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C>
NORTH CAROLINA 56-1456589
(State of incorporation) (I.R.S. Employer Identification No.)
</TABLE>

101 SUNSET AVENUE, ASHEBORO, NORTH CAROLINA 27203
(Address of principal executive offices)

(336) 626-8300
(Registrant's telephone number, including area code)

SECURITIES PURSUANT TO SECTION 12(G) OF THE ACT:

COMMON STOCK, PAR VALUE $2.50 PER SHARE
(Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to the Form 10-K. [X]

As of March 25, 1999, the Registrant had 3,657,776 shares of $2.50 par
value common stock outstanding. The aggregate market value of voting stock held
by nonaffiliates of the Registrant, assuming, without admission, that all
directors and officers of the Registrant may be deemed affiliates, was
$74,494,000.

Portions of the Proxy Statement of the Registrant for the Annual Meeting
of Shareholders to be held on May 11, 1999 are incorporated by reference in
Part III of this report.
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<PAGE>

CROSS REFERENCE INDEX

<TABLE>
<CAPTION>
PAGE
------
<S> <C> <C> <C>
PART I ITEM 1 BUSINESS ............................................................................... 3-5
ITEM 2 PROPERTIES ............................................................................. 5
ITEM 3 LEGAL PROCEEDINGS
Not applicable.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II ITEM 5 MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS .............. 21
ITEM 6 SELECTED FINANCIAL DATA ................................................................ 6
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................. 7-21
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ............................. 11-12
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Independent Auditors' Report ........................................................... 22
Consolidated Balance Sheets at December 31, 1998 and 1997 .............................. 23
Consolidated Statements of Income for each of the years in the three-year period ended
December 31, 1998 ...................................................................... 24
Consolidated Statements of Shareholders' Equity and Comprehensive Income for each
of the years in the three-year period ended December 31, 1998 .......................... 25
Consolidated Statements of Cash Flows for each of the years in the three-year period
ended December 31, 1998 ................................................................ 26
Notes to Consolidated Financial Statements ............................................. 27-43
Quarterly Financial Data for 1998 and 1997 ............................................. 21
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
PART III ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ..................................... *
ITEM 11 EXECUTIVE COMPENSATION ................................................................. *
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ......................... *
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ......................................... *
PART IV ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Financial Statements (See Item 8 for reference).
(2) Financial Statement Schedules normally required on Form 10-K are omitted
since they are not applicable.
(3) Exhibits have been filed separately with the Commission and are available upon
written request ........................................................................ 45
(b) Reports on Form 8-K (None were filed during the last quarter of the period
covered by this Form 10-K).
</TABLE>

- ---------
* Information called for by Part III is incorporated herein by reference to
portions of the Registrant's Proxy Statement for the 1999 Annual Meeting of
Shareholders, as follows:
Item 10 -- See information that appears under the headings "Election of
Directors" and "Executive Officers".
Item 11 -- See information that appears under the heading "Executive
Compensation".

Item 12 -- See information that appears under the headings "Voting
Securities Outstanding and Principal
Shareholders" and "Security Ownership of Management".

Item 13 -- See information that appears under the heading "Indebtedness of
Officers and Directors".

2
<PAGE>

BUSINESS

GENERAL

FNB Corp. (the "Parent Company") is a bank holding company incorporated
under the laws of the State of North Carolina in 1984. On July 2, 1985, through
an exchange of stock, the Parent Company acquired its wholly-owned bank
subsidiary, First National Bank and Trust Company (the "Bank"), a national
banking association founded in 1907. The Parent Company and the Bank are
collectively referred to as the "Corporation".

The Bank, a full-service commercial bank, currently conducts all of its
operations in Randolph, Montgomery and Chatham counties in North Carolina. Four
offices, including the main office, are located in Asheboro. Additional
community offices are located in Archdale (two offices), Biscoe, Ramseur,
Randleman, Seagrove and Siler City. Some of the major services offered include
checking accounts, NOW accounts (including package account versions that offer
a variety of products and services), money market accounts, savings accounts,
certificates of deposit, holiday club accounts, individual retirement accounts,
credit cards and loans, both secured and unsecured, for business, agricultural
and personal use. The Bank also has automated teller machines and is a member
of two national teller machine networks, Cirrus and Plus, and one regional
network, Honor.

The Bank has a Trust and Investment Services Division that offers
traditional trust and estate settlement services, investment management
programs, brokerage services and tax-deferred annuities. Certain investment
products and services are offered through "FNB Investor Services", a service
provided by Liberty Securities Corporation.

On June 3, 1997, the Corporation entered into a definitive agreement to
acquire a savings bank in Siler City, North Carolina. Under terms of the
agreement, the savings bank shareholders were to receive $15.50 per share,
either in FNB Corp. common stock or in cash or a combination thereof, subject
to the limitation that FNB Corp. common stock issued in the merger would be not
more than 60% and not less than 50% of the total consideration. On January 28,
1998, as permitted by the agreement, the Board of Directors of the savings bank
exercised its right to terminate the proposed combination due to the increase
in the market value of FNB Corp. common stock above a specified level.

The Corporation incurred certain costs in connection with the proposed
acquisition. Those costs, which had been initially deferred, amounted to
$305,000 and are included in merger expenses in the consolidated statement of
income for the year ended December 31, 1997.

The Bank's data processing, item capture and statement rendering
operations are currently outsourced under a service bureau arrangement. The
Bank is presently in the process of converting these operations to an in-house
basis. Conversion is expected to be complete by the end of March 1999. The
total capital expenditure outlay for hardware and software is expected to
amount to approximately $1,600,000, of which approximately one-half was
recorded in 1998. In addition to capital expenditures for the new system, the
Bank has incurred certain expenses in 1998, totaling approximately $302,000,
related to the data processing conversion.

Commencing in 1995, the Bank significantly increased its investment in
computer equipment through expanded use of personal computer networks. Capital
expenditures in 1995, which totaled $1,302,000, related primarily to the
increase in computer equipment. Approximately one-third of 1996 and one-half of
1997 capital expenditures, which totaled $1,019,000 and $478,000, respectively,
also related to personal computer networks.

As of December 31, 1998, the Bank had received regulatory approval for
establishment of a new branch office in Trinity, North Carolina. Construction
and occupancy of the Trinity branch is expected to occur in 1999, resulting in
a total capital outlay of approximately $950,000, of which approximately
one-third was recorded in 1998.

YEAR 2000 ISSUE

The Corporation recognizes and is addressing the potentially serious
implications of the "Year 2000 Issue", which has resulted from the use of
two-digit year values in many existing computer programs. As the Year 2000
approaches, virtually every computer operation will be affected in some way by
the rollover of the two-digit year value to "00". The issue is whether computer
systems and other equipment incorporating computer components will properly
recognize date sensitive information when the year changes to 2000. Systems
that do not properly recognize such information could generate erroneous data
or fail.

The Corporation, which relies on third-party vendors for all computer
programming and equipment, has completed a thorough internal assessment in
connection with its Year 2000 Plan and is utilizing both internal and external
resources to identify, correct or reprogram, and test systems for Year 2000
compliance. Extensive consideration has been made in the

3
<PAGE>

Year 2000 Plan for the conversion, now in process, of the Bank's data
processing, item capture and statement rendering operations from a service
bureau arrangement to an in-house basis, a project expected to be complete by
the end of March 1999.

For additional information on Year 2000 matters, see "Year 2000 Readiness
Disclosure" in "Management's Discussion and Analysis of Financial Condition and
Results of Operations".

COMPETITION

The commercial banking industry within the Bank's marketing area is
extremely competitive. The Bank faces direct competition in Randolph,
Montgomery and Chatham counties from approximately eighteen different financial
institutions, including commercial banks, savings institutions and credit
unions. Although none of these entities is dominant, the Bank considers itself
one of the major financial institutions in the area in terms of total assets
and deposits. Further competition is provided by banks located in adjoining
counties, as well as other types of financial institutions such as insurance
companies, finance companies, pension funds and brokerage houses and other
money funds.

SUPERVISION AND REGULATION

The Parent Company is a bank holding company within the meaning of the
Bank Holding Company Act of 1956, as amended (the "BHC Act"), and is registered
as such with the Board of Governors of the Federal Reserve System (the "Federal
Reserve Board"). A bank holding company is required to file with the Federal
Reserve Board annual reports and other information regarding its business
operations and those of its subsidiaries. It is also subject to examination by
the Federal Reserve Board and is required to obtain Federal Reserve Board
approval prior to acquiring, directly or indirectly, ownership or control of
any voting shares of any bank if, after such acquisition, it would own or
control, directly or indirectly, more than five percent of the voting stock of
such bank, unless it already owns a majority of the voting stock of such bank.
Furthermore, a bank holding company, with limited exceptions, is prohibited
from acquiring direct or indirect ownership or control of more than five
percent of the voting stock of any company which is not a bank or a bank
holding company and must engage only in the business of banking or managing or
controlling banks or furnishing services to or performing services for its
subsidiary banks. One of the exceptions to this prohibition is the ownership of
shares in a company the activities of which the Federal Reserve Board has
determined to be so closely related to banking or managing or controlling banks
as to be a proper incident thereto.

The Federal Reserve Board has determined that certain activities are
closely related to banking, and that bank holding companies may apply to the
Federal Reserve Board for permission to form, retain or acquire an interest in
a company engaging or proposing to engage in these activities. The permitted
nonbanking activities include, without limitation: (1) making, acquiring or
servicing loans or other extensions of credit such as consumer finance, credit
card, mortgage, commercial finance and factoring companies would make; (2)
acting as an investment or financial advisor; (3) leasing real or personal
property or acting as agent, broker, or advisor in leasing such property if the
lease is to serve as the functional equivalent of an extension of credit to the
lessee of the property and certain other conditions are met; (4) providing
bookkeeping or data processing services under certain circumstances; (5) acting
as an insurance agent or broker with respect to insurance that is directly
related to the extension of credit with other financial services; (6) acting as
an underwriter for credit life insurance and credit accident and health
insurance directly related to extensions of credit by the holding company
system; and (7) providing securities brokerage services and related securities
credit activities.

As a national banking association, the Bank is subject to regulatory
supervision, of which regular bank examinations by the Comptroller of the
Currency are a part. The Bank is a member of the Federal Deposit Insurance
Corporation (the "FDIC") which currently insures the deposits of each member
bank to a maximum of $100,000 per depositor. For this protection, each bank
pays a quarterly statutory assessment and is subject to the rules and
regulations of the FDIC. The Bank is also a member of the Federal Reserve
System and is therefore subject to the applicable provisions of the Federal
Reserve Act, which imposes restrictions on loans by subsidiary banks to a
holding company and its other subsidiaries and on the use of stock or
securities as collateral security for loans by subsidiary banks to any
borrower.

The ability of the Parent Company to pay dividends depends to a large
extent upon the amount of dividends the Bank pays to the Parent Company.
Approval of the Comptroller of the Currency, or his designate, will be required
for any dividend to the Parent Company by the Bank if the total of all
dividends, including any proposed dividend, declared by the Bank in any
calendar year exceeds the total of its net profits for that year combined with
its retained net profits for the preceding two years, less any required
transfers to surplus or a fund for the retirement of any preferred stock.

4
<PAGE>

EFFECT OF GOVERNMENTAL POLICIES

The operations and earnings of the Bank and, therefore, of the Parent
Company are affected by legislative changes and by the policies of various
regulatory agencies. In particular, the Bank is affected by the monetary and
fiscal policies of the Federal Reserve Board. The instruments of monetary
policy used by the Federal Reserve Board include its open market operations in
U.S. Government securities, changes in the discount rate on member bank
borrowings, and changes in reserve requirements on member bank deposits. The
actions of the Federal Reserve Board influence the growth of bank loans,
investments and deposits and also affect interest rates charged on loans or
paid on deposits.

EMPLOYEES

As of December 31, 1998, the Parent Company had three officers, all of
whom were also officers of the Bank. On that same date, the Bank had 131
full-time employees and 25 part-time employees. The Bank considers its
relationship with its employees to be excellent. The Bank provides employee
benefit programs, including a noncontributory defined benefit pension plan,
matching retirement/savings (401(k)) plan, group life, health and dental
insurance, paid vacations, sick leave, and health care and life insurance
benefits for retired employees.

PROPERTIES

The main offices of the Bank and the principal executive offices of the
Parent Company are located in an office building at 101 Sunset Avenue,
Asheboro, North Carolina. The premises contain approximately 36,500 square feet
of office space. The Bank also has other community offices in Asheboro (three
offices), Archdale (two offices), Biscoe, Ramseur, Randleman, Seagrove and
Siler City, North Carolina. Except as noted below, all premises are owned by
the Bank in fee. The Randolph Mall office in Asheboro is under a lease expiring
January 31, 2002. The Bush Hill office in Archdale is under a lease expiring
January 31, 2002, with lease renewal options for up to an additional 20-year
term. The land on which the Seagrove Office is situated is under a lease
expiring June 30, 2016. At that time, the land is subject to a purchase option
at a fixed price or lease renewal options for up to an additional 30-year term.

5
<PAGE>

FNB CORP. AND SUBSIDIARY

FIVE YEAR FINANCIAL HISTORY

<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
------------ ------------ ------------ ------------ ------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS
Interest income ........................................... $ 26,411 $ 24,507 $ 22,248 $ 20,606 $ 17,688
Interest expense .......................................... 11,591 10,576 9,612 9,002 6,979
-------- -------- -------- -------- --------
Net interest income ....................................... 14,820 13,931 12,636 11,604 10,709
Provision for loan losses ................................. 390 600 490 515 220
-------- -------- -------- -------- --------
Net interest income after provision for loan losses ....... 14,430 13,331 12,146 11,089 10,489
Noninterest income ........................................ 3,204 2,875 2,444 1,826 2,075
Noninterest expense ....................................... 11,088 10,288 9,077 9,114 8,578
-------- -------- -------- -------- --------
Income before income taxes ................................ 6,546 5,918 5,513 3,801 3,986
Income taxes .............................................. 1,984 1,818 1,676 1,101 1,159
-------- -------- -------- -------- --------
Net income ................................................ $ 4,562 $ 4,100 $ 3,837 $ 2,700 $ 2,827
======== ======== ======== ======== ========
PER SHARE DATA (1)
Net income:
Basic .................................................... $ 1.25 $ 1.13 $ 1.06 $ .75 $ .79
Diluted .................................................. 1.20 1.11 1.05 .75 .79
Cash dividends declared ................................... .45 .38 .33 .26 .23
Book value ................................................ 9.58 8.76 7.96 7.23 6.49
BALANCE SHEET INFORMATION
Total assets .............................................. $356,623 $325,655 $307,134 $283,678 $261,616
Investment securities ..................................... 104,771 86,881 90,316 84,536 76,983
Loans ..................................................... 229,722 217,451 195,273 179,923 168,328
Deposits .................................................. 304,690 280,548 271,380 250,144 229,925
Shareholders' equity ...................................... 35,002 31,901 28,767 25,995 23,379
RATIOS (AVERAGES)
Return on assets .......................................... 1.33% 1.30% 1.32% 1.00% 1.11%
Return on shareholders' equity ............................ 13.52 13.45 13.97 10.93 12.33
Shareholders' equity to assets ............................ 9.85 9.68 9.41 9.17 8.98
Dividend payout ratio ..................................... 36.03 33.21 31.02 34.62 29.71
Loans to deposits ......................................... 76.41 74.72 72.87 73.10 70.67
Net yield on earning assets, taxable equivalent basis ..... 4.88 4.99 4.90 4.84 4.73
</TABLE>

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(1) All per share data has been retroactively adjusted to reflect the
two-for-one common stock split effected in the form of a 100% stock
dividend paid in the first quarter of 1998.

6
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The purpose of this discussion and analysis is to assist in the
understanding and evaluation of the financial condition, changes in financial
condition and results of operations of FNB Corp. (the "Parent Company") and its
wholly-owned subsidiary, First National Bank and Trust Company (the "Bank"),
collectively referred to as the "Corporation". This discussion should be read
in conjunction with the consolidated financial statements and supplemental
financial information appearing elsewhere in this report.

OVERVIEW

The Corporation earned $4,562,000 in 1998, an 11.3% increase in net income
from 1997. Basic earnings per share, adjusted for the two-for-one common stock
split in 1998, increased from $1.13 in 1997 to $1.25 in 1998 and diluted
earnings per share increased from $1.11 to $1.20. Total assets were
$356,623,000 at December 31, 1998, up 9.5% from year-end 1997. Loans amounted
to $229,722,000 at December 31, 1998, up 5.6% from the prior year. Total
deposits grew 8.6% to $304,690,000 in 1998.

The 1998 operating results were impacted by fourth quarter charges of
$302,000 relating to a major data processing conversion. Similarly, 1997
operating results were affected by the fourth quarter recognition of $305,000
in merger expenses resulting from the termination of an agreement for the
acquisition of a savings bank. These issues are discussed further in "Business
Development Matters".

EARNINGS REVIEW

The Corporation's net income increased $462,000 in 1998, up 11.3% over
1997. Earnings were positively impacted in 1998 by increases of $889,000 or
6.4% in net interest income and $329,000 in noninterest income and by a
$210,000 reduction in the provision for loan losses. These gains were
significantly offset, however, by an increase of $800,000 in noninterest
expense. The effect of special noninterest expense charges in each year, as
discussed in the "Overview", tended to offset on a comparative basis.

In 1997, earnings increased $263,000 or 6.8% from 1996. Earnings were
positively impacted in 1997 by increases of $1,295,000 or 10.2% in net interest
income and $431,000 in noninterest income. These gains were significantly
offset, however, by merger expenses of $305,000 as discussed in the "Overview",
by an increase of $906,000 in noninterest expense exclusive of the merger
expenses and by a $110,000 increase in the provision for loan losses.

Return on average assets improved from 1.30% in 1997 to 1.33% in 1998.
Return on average assets declined in 1997 from 1.32% in 1996, reflecting the
effect in 1997 of the merger expenses. Similarly, return on average
shareholders' equity increased to 13.52% in 1998 after decreasing to 13.45% in
1997 from 13.97% in 1996.

NET INTEREST INCOME

Net interest income is the difference between interest income, principally
from loans and investments, and interest expense, principally on customer
deposits. Changes in net interest income result from changes in interest rates
and in the volume, or average dollar level, and mix of earning assets and
interest-bearing liabilities.

Net interest income was $14,820,000 in 1998 compared to $13,931,000 in
1997. The increase of $889,000 or 6.4% resulted primarily from a 9.0% increase
in the level of average earning assets, the effect of which was partially
offset by a decline in the net yield on earning assets, or net interest margin,
from 4.99% in 1997 to 4.88% in 1998. In 1997, there was a $1,295,000 or 10.2%
increase in net interest income reflecting both an improvement in the net
interest margin from 4.90% in 1996 and an 8.1% increase in average earning
assets. On a taxable equivalent basis, the increases in net interest income in
1998 and 1997 were $960,000 and $1,358,000, respectively, reflecting changes in
the relative mix of taxable and non-taxable earning assets in each year.

Table 1 sets forth for the periods indicated information with respect to
the Corporation's average balances of assets and liabilities, as well as the
total dollar amounts of interest income (taxable equivalent basis) from earning
assets and interest expense on interest-bearing liabilities, resultant rates
earned or paid, net interest income, net interest spread and net yield on
earning assets. Net interest spread refers to the difference between the
average yield on earning assets and the average rate paid on interest-bearing
liabilities. Net yield on earning assets, or net interest margin, refers to net
interest income divided by average earning assets and is influenced by the
level and relative mix of earning assets and interest-bearing liabilities.

7
<PAGE>

TABLE 1
AVERAGE BALANCES AND NET INTEREST INCOME ANALYSIS

<TABLE>
<CAPTION>
1998 1997
-------------------------------------- --------------------------------------
INTEREST INTEREST
AVERAGE INCOME/ AVERAGE RATES AVERAGE INCOME/ AVERAGE RATES
BALANCE EXPENSE EARNED/PAID BALANCE EXPENSE EARNED/PAID
----------- ---------- --------------- ----------- ---------- ---------------
(TAXABLE EQUIVALENT BASIS, DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
EARNING ASSETS
Loans (1) (2) ........................ $224,972 $20,393 9.06% $205,127 $18,813 9.17%
Investment securities (1):
Taxable income ...................... 75,002 5,225 6.97 70,817 4,975 7.03
Non-taxable income .................. 19,780 1,547 7.82 17,741 1,435 8.09
Federal funds sold ................... 3,417 188 5.51 2,813 155 5.51
-------- ------- ---- -------- ------- ----
Total earning assets ............... 323,171 27,353 8.46 296,498 25,378 8.56
-------- ------- ---- -------- ------- ----
Cash and due from banks .............. 10,800 9,985
Other assets, net .................... 8,491 8,267
-------- --------
TOTAL ASSETS $342,462 $314,750
======== ========
INTEREST-BEARING
LIABILITIES
Interest-bearing deposits:
NOW accounts ........................ $ 41,353 648 1.57 $ 38,017 677 1.78
Savings deposits .................... 27,414 614 2.24 29,199 678 2.32
Money market accounts ............... 25,430 977 3.84 19,459 707 3.63
Certificates and other time
deposits ........................... 162,484 8,879 5.46 150,566 8,206 5.45
Retail repurchase agreements ......... 10,169 444 4.37 6,229 281 4.51
Federal funds purchased .............. 539 29 5.32 473 27 5.71
-------- ------- ---- -------- ------- ----
Total interest-bearing
liabilities ...................... 267,389 11,591 4.33 243,943 10,576 4.34
-------- ------- ---- -------- ------- ----
Noninterest-bearing demand
deposits ............................ 37,730 37,289
Other liabilities .................... 3,601 3,038
Shareholders' equity ................. 33,742 30,480
-------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS'
EQUITY ........................... $342,462 $314,750
======== ========
NET INTEREST INCOME AND
SPREAD .............................. $15,762 4.13% $14,802 4.22%
======= ==== ======= ====
NET YIELD ON EARNING
ASSETS .............................. 4.88% 4.99%
==== ====

<CAPTION>
1996
------------------------------------
INTEREST
AVERAGE INCOME/ AVERAGE RATES
BALANCE EXPENSE EARNED/PAID
----------- --------- --------------
(TAXABLE EQUIVALENT BASIS, DOLLARS IN
THOUSANDS)
<S> <C> <C> <C>
EARNING ASSETS
Loans (1) (2) ........................ $186,937 $16,777 8.96%
Investment securities (1):
Taxable income ...................... 71,297 4,985 6.99
Non-taxable income .................. 14,282 1,205 8.44
Federal funds sold ................... 1,688 89 5.27
-------- ------- ----
Total earning assets ............... 274,204 23,056 8.40
-------- ------- ----
Cash and due from banks .............. 9,423
Other assets, net .................... 8,161
--------
TOTAL ASSETS $291,788
========
INTEREST-BEARING
LIABILITIES
Interest-bearing deposits:
NOW accounts ........................ $ 35,021 666 1.90
Savings deposits .................... 30,147 756 2.50
Money market accounts ............... 16,067 444 2.76
Certificates and other time
deposits ........................... 138,993 7,525 5.40
Retail repurchase agreements ......... 4,118 178 4.32
Federal funds purchased .............. 764 43 5.63
-------- ------- ----
Total interest-bearing
liabilities ...................... 225,110 9,612 4.26
-------- ------- ----
Noninterest-bearing demand
deposits ............................ 36,296
Other liabilities .................... 2,921
Shareholders' equity ................. 27,461
--------
TOTAL LIABILITIES AND
SHAREHOLDERS'
EQUITY ........................... $291,788
========
NET INTEREST INCOME AND
SPREAD .............................. $13,444 4.14%
======= ====
NET YIELD ON EARNING
ASSETS .............................. 4.90%
====
</TABLE>

- ---------
(1) Interest income and yields related to certain investment securities and
loans exempt from both federal and state income tax or from state income
tax alone are stated on a fully taxable equivalent basis, assuming a 34%
federal tax rate and applicable state tax rate, reduced by the
nondeductible portion of interest expense.

(2) Nonaccrual loans are included in the average loan balance. Loan fees and
the incremental direct costs associated with making loans are deferred and
subsequently recognized over the life of the loan as an adjustment of
interest income.

Changes in the net interest margin and net interest spread tend to
correlate with movements in the prime rate of interest. There are variations,
however, in the degree and timing of rate changes, compared to prime, for the
different types of earning assets and interest-bearing liabilities.

The prime rate of interest has been relatively stable in recent years,
averaging 8.37%, 8.44% and 8.28% in 1998, 1997 and 1996, respectively. This
general stability has tended to apply to the interest rates both earned and
paid by the Bank. During the last three months of 1998, however, a significant
change occurred in the level of the prime rate when the Federal Reserve took
action on the level of interest rates in response to the downturn of the
economies of certain Asian and Latin American countries and the effects or
potential effects of those downturns on the U.S. economy. In rapid succession,
three 25 basis point cuts were recorded in the prime rate, lowering it from
8.50% to 7.75%. This decrease in the prime rate has tended to negatively impact
the Corporation's net interest margin and net interest spread.

8
<PAGE>

In 1998, the net interest spread declined by 9 basis points from 4.22% in
1997 to 4.13% in 1998, reflecting a decrease in the average total yield on
earning assets that was only partially offset by a decrease in the average rate
paid on interest-bearing liabilities, or cost of funds. The yield on earning
assets decreased by 10 basis points from 8.56% in 1997 to 8.46% in 1998, while
the cost of funds decreased by 1 basis point in moving from 4.34% to 4.33%. In
1997, the 8 basis points increase in net interest spread resulted from a 16
basis points increase in the yield on earning assets as partially offset by an
8 basis points increase in the cost of funds.

The 1998 and 1997 changes in net interest income on a taxable equivalent
basis, as measured by volume and rate variances, are analyzed in Table 2.
Volume refers to the average dollar level of earning assets and
interest-bearing liabilities.

TABLE 2
VOLUME AND RATE VARIANCE ANALYSIS

<TABLE>
<CAPTION>
1998 VERSUS 1997 1997 VERSUS 1996
------------------------------------- -------------------------------
VARIANCE DUE TO(1) VARIANCE DUE TO(1)
------------------------ -------------------
VOLUME RATE NET CHANGE VOLUME RATE NET CHANGE
---------- ------------- ------------ ---------- -------- -----------
(TAXABLE EQUIVALENT BASIS, IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
INTEREST INCOME
Loans (2) ................................. $1,807 $ (227) $ 1,580 $1,640 $ 396 $ 2,036
Investment securities (2):
Taxable income ........................... 293 (43) 250 (37) 27 (10)
Non-taxable income ....................... 161 (49) 112 282 (52) 230
Federal funds sold ........................ 33 --- 33 62 4 66
------ ------ ------- ------ ----- -------
Total interest income ................... 2,294 (319) 1,975 1,947 375 2,322
------ ------ ------- ------ ----- -------
INTEREST EXPENSE
Interest-bearing deposits:
NOW accounts ............................. 56 (85) (29) 55 (44) 11
Savings deposits ......................... (41) (23) (64) (24) (54) (78)
Money market accounts .................... 227 43 270 107 156 263
Certificates and other time deposits ..... 658 15 673 613 68 681
Retail repurchase agreements .............. 172 (9) 163 95 8 103
Federal funds purchased ................... 4 (2) 2 (17) 1 (16)
------ --------- ------- ------ ----- -------
Total interest expense .................. 1,076 (61) 1,015 829 135 964
------ -------- ------- ------ ----- -------
NET INTEREST INCOME ......................... $1,218 $ (258) $ 960 $1,118 $ 240 $ 1,358
====== ======== ======= ====== ===== =======
</TABLE>

- ---------
(1) The mix variance, not separately stated, has been proportionally allocated
to the volume and rate variances based on their absolute dollar amount.

(2) Interest income related to certain investment securities and loans exempt
from both federal and state income tax or from state income tax alone is
stated on a fully taxable equivalent basis, assuming a 34% federal tax
rate and applicable state tax rate, reduced by the nondeductible portion
of interest expense.

PROVISION FOR LOAN LOSSES

This provision is the charge against earnings to provide an allowance or
reserve for potential losses inherent in the loan portfolio. The amount of each
year's charge is affected by several considerations including management's
evaluation of various risk factors in determining the adequacy of the allowance
(see "Asset Quality"), actual loan loss experience and loan portfolio growth.
In 1998, earnings were positively impacted by a decrease in the provision of
$210,000, due primarily to a lower rate of loan growth than in 1997 and a
reduction in net loan charge-offs. In 1997, there was a negative impact from a
$110,000 provision increase.

NONINTEREST INCOME

Noninterest income increased $329,000 or 11.4% in 1998 and $431,000 or
17.6% in 1997, reflecting in part the general increase in the volume of
business. The increase in service charges on deposit accounts in 1997 was
primarily due to the selected increases in service charges that became
effective in the 1997 second quarter and to the income generated by a new NOW
account version that provides a package of products and services for a stated
monthly fee. The 1998 increase in service charges on deposit accounts resulted
partially from the implementation for a full year of the service charge
increases

9
<PAGE>

that became effective in the 1997 second quarter. Further, there was increased
revenue in 1998 from the new NOW account version as a result of increases in
the number of such accounts and in the stated monthly fee, the new fee having
become effective in the 1997 fourth quarter.

The decline in annuity and brokerage commissions in 1998 related to a
general decrease in both sales of annuity products and the volume of brokerage
services. The 1997 gain in annuity and brokerage commissions reflected a
significant increase in the volume of brokerage services. The level of other
service charges, commissions and fees was higher in 1997 due primarily to the
implementation in the 1996 third quarter of a fee charged to noncustomers for
usage of the Bank's automated teller machines. Other income was higher in both
1997 and 1998 due largely to increases in gains on loan sales and in fees for
trust services. Other income also benefited in 1998 from a $39,000 recovery of
a portion of the merger expenses recorded in the 1997 fourth quarter (see
"Overview").

NONINTEREST EXPENSE

Noninterest expense was $800,000 or 7.8% higher in 1998 due in part to
charges of $302,000 relating to a major data processing conversion (see
"Overview"). The remaining net increase of $498,000 was due largely to
increased personnel expense, new advertising and marketing programs and the
continuing effects of inflation. Personnel expense was impacted by increased
staffing requirements and normal salary adjustments. Advertising and marketing
expense, included in other expense, increased $223,000 due primarily to new
programs undertaken in 1998 that included an advertising campaign based on
customer testimonials and a major marketing plan centered around the "YES YOU
CAN, YES WE CAN(R)" program.

In 1997, noninterest expense was $1,211,000 or 13.3% higher due in part to
merger expenses of $305,000. The remaining net increase of $906,000 was due
mainly to costs associated with changes in operations, increased personnel
expense and the continuing effects of inflation. Personnel expense was impacted
by increased staffing requirements, normal salary adjustments and higher costs
of fringe benefits. Net occupancy expense was affected by increased maintenance
charges. The expanded use of personal computer networks has contributed to
higher levels of equipment costs and data processing services.

INCOME TAXES

The effective income tax rate of 30.3% in 1998 did not significantly
change from the 30.7% rate in 1997 and the 30.4% rate in 1996.

LIQUIDITY

Liquidity refers to the continuing ability of the Bank to meet deposit
withdrawals, fund loan and capital expenditure commitments, maintain reserve
requirements, pay operating expenses and provide funds to the Parent Company
for payment of dividends, debt service and other operational requirements.
Liquidity is immediately available from five major sources: (a) cash on hand
and on deposit at other banks, (b) the outstanding balance of federal funds
sold, (c) lines for the purchase of federal funds from other banks, (d) the
$37,000,000 line of credit established at the Federal Home Loan Bank and (e)
the available-for-sale securities portfolio. Further, while available-for-sale
securities are intended to be a source of immediate liquidity, the entire
investment securities portfolio is managed to provide both income and a ready
source of liquidity. All debt securities are of investment grade quality and,
if the need arises, can be promptly liquidated on the open market or pledged as
collateral for short-term borrowing.

Consistent with its approach to liquidity, the Bank as a matter of policy
does not solicit or accept brokered deposits for funding asset growth. Instead,
loans and other assets are based on a core of local deposits and the Bank's
capital position. To date, the steady increase in deposits, retail repurchase
agreements and capital has been adequate to fund loan demand in the Bank's
market area, while maintaining the desired level of immediate liquidity and a
substantial investment securities portfolio available for both immediate and
secondary liquidity purposes.

ASSET/LIABILITY MANAGEMENT AND INTEREST RATE SENSITIVITY

One of the primary objectives of asset/liability management is to maximize
net interest margin while minimizing the earnings risk associated with changes
in interest rates. One method used to manage interest rate sensitivity is to
measure, over various time periods, the interest rate sensitivity positions, or
gaps; however, this method addresses only the magnitude of timing differences
and does not address earnings or market value. Therefore, management uses an
earnings simulation model to prepare, on a regular basis, earnings projections
based on a range of interest rate scenarios in order to more accurately measure
interest rate risk.

10
<PAGE>

The Bank's balance sheet was liability-sensitive at December 31, 1998. A
liability-sensitive position means that in gap measurement periods of one year
or less there will be more liabilities than assets subject to immediate
repricing as market rates change. Because immediately rate sensitive
interest-bearing liabilities exceed rate sensitive assets, the earnings
position could improve in a declining rate environment and could deteriorate in
a rising rate environment, depending on the correlation of rate changes in
these two categories. Included in interest-bearing liabilities subject to rate
changes within 90 days is a portion of the NOW, savings and money market
deposits. These types of deposits historically have not repriced coincidentally
with or in the same proportion as general market indicators.

As a specific asset/liability management tool and as further discussed in
Note 15 to Consolidated Financial Statements, the Bank, at December 31, 1998,
had entered into two interest rate floor agreements with a correspondent bank
to protect certain variable-rate loans from the downward effects of their
repricing in the event of a decreasing rate environment. The notional amount of
each agreement is $10,000,000. The agreements require the correspondent bank to
pay to the Bank the difference between the floor rate of interest of 7.50% in
one agreement and 8.00% in the other agreement as compared to the prime rate of
interest in the event that the prime rate is less. Any payments received under
the agreements, net of premium amortization, will be treated as an adjustment
of interest income on loans. At December 31, 1998, the unamortized premium
related to the interest rate floor agreements amounted to $23,000 and had an
estimated fair value of $30,000.

Table 3 presents information about the periods in which the
interest-sensitive assets and liabilities at December 31, 1998 will either
mature or be subject to repricing in accordance with market rates, and the
resulting interest-sensitivity gaps. This table shows the sensitivity of the
balance sheet at one point in time and is not necessarily indicative of what
the sensitivity will be on other dates. As a simplifying assumption concerning
repricing behavior, 50% of the NOW, savings and money market deposits are
assumed to reprice immediately and 50% are assumed to reprice beyond one year.

TABLE 3
INTEREST RATE SENSITIVITY ANALYSIS

<TABLE>
<CAPTION>
DECEMBER 31, 1998
---------------------------------------------------------------------
RATE MATURITY IN DAYS
----------------------------------------- BEYOND
1-90 91-180 181-365 ONE YEAR TOTAL
------------- ------------- ------------- ------------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
EARNING ASSETS
Loans ..................................................... $ 85,921 $ 8,469 $ 13,169 $ 122,163 $ 229,722
Investment securities ..................................... 2,043 607 732 101,389 104,771
--------- --------- --------- --------- ---------
Total earning assets .................................... 87,964 9,076 13,901 223,552 334,493
--------- --------- --------- --------- ---------
INTEREST-BEARING LIABILITIES
NOW accounts .............................................. 22,329 -- -- 22,330 44,659
Savings deposits .......................................... 13,238 -- -- 13,239 26,477
Money market accounts ..................................... 14,340 -- -- 14,340 28,680
Time deposits of $100,000 or more ......................... 30,151 13,445 13,433 3,643 60,672
Other time deposits ....................................... 29,874 26,467 28,295 19,344 103,980
Retail repurchase agreements .............................. 11,484 -- -- -- 11,484
Federal funds purchased ................................... 1,545 -- -- -- 1,545
--------- --------- --------- --------- ---------
Total interest-bearing liabilities ...................... 122,961 39,912 41,728 72,896 277,497
--------- --------- --------- --------- ---------
INTEREST SENSITIVITY GAP $ (34,997) $ (30,836) $ (27,827) $ 150,656 $ 56,996
========= ========= ========= ========= =========
Cumulative gap ............................................. $ (34,997) $ (65,833) $ (93,660) $ 56,996 $ 56,996
Ratio of interest-sensitive assets to interest-sensitive
liabilities ............................................... 72% 23% 33% 307% 121%
</TABLE>

MARKET RISK

Market risk reflects the risk of economic loss resulting from adverse
changes in market price and interest rates. This risk of loss can be reflected
in diminished current market values and/or reduced potential net interest
income in future periods.

The Bank's market risk arises primarily from interest rate risk inherent
in its lending and deposit-taking activities. The structure of the Bank's loan
and deposit portfolios is such that a significant decline in interest rates may
adversely impact net market values and net interest income. The Bank does not
maintain a trading account nor is the Bank subject to currency

11
<PAGE>

exchange risk or commodity price risk. Interest rate risk is monitored as part
of the Bank's asset/liability management function, which is discussed in
"Asset/Liability Management and Interest Rate Sensitivity" above.

Table 4 presents information about the contractual maturities, average
interest rates and estimated fair values of financial instruments considered
market risk sensitive at December 31, 1998.

TABLE 4
MARKET RISK ANALYSIS OF FINANCIAL INSTRUMENTS

<TABLE>
<CAPTION>
CONTRACTUAL MATURITIES AT DECEMBER 31, 1998
--------------------------------------------------------------------------
BEYOND AVERAGE ESTIMATED
FIVE INTEREST FAIR
1999 2000 2001 2002 2003 YEARS TOTAL RATE (1) VALUE
----------- --------- --------- --------- --------- ---------- ----------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FINANCIAL ASSETS
Debt securities (2) ..... $ 3,374 $ 2,215 $ 3,888 $ 1,533 $ 9,323 $ 83,275 $103,608 6.95% $104,671
Loans (3):
Fixed rate ............ 33,299 13,459 13,279 11,951 12,592 45,692 130,272 8.72 130,923
Variable rate ......... 36,663 9,239 8,140 9,914 5,474 30,020 99,450 8.35 100,400
-------- ------- ------- ------- ------- -------- -------- --------
Total ................ $ 73,336 $24,913 $25,307 $23,398 $27,389 $158,987 $333,330 8.06 $335,994
======== ======= ======= ======= ======= ======== ======== ========
FINANCIAL LIABILITIES
Now accounts ............ $ -- $ -- $ -- $ -- $ -- $ -- $ 44,659 1.26 $ 44,659
Savings deposits ........ -- -- -- -- -- -- 26,477 2.09 26,477
Money market
accounts .............. -- -- -- -- -- -- 28,680 3.55 28,680
Time deposits:
Fixed rate ............ 130,685 17,812 1,821 333 241 -- 150,892 5.35 152,039
Variable rate ......... 8,258 5,063 381 58 -- -- 13,760 5.19 13,836
Retail repurchase
agreements ............ -- -- -- -- -- -- 11,484 3.79 11,484
Federal funds
purchased ............. -- -- -- -- -- -- 1,545 4.94 1,545
-------- ------- ------- ------- ------- -------- -------- --------
Total ................ $138,943 $22,875 $ 2,202 $ 391 $ 241 $ -- $277,497 4.12 $278,720
======== ======= ======= ======= ======= ======== ======== ========
</TABLE>

- ---------
(1) The average interest rate related to debt securities is stated on a fully
taxable equivalent basis, assuming a 34% federal income tax rate and
applicable state income tax rate, reduced by the nondeductible portion of
interest expense.

(2) Debt securities are reported on the basis of amortized cost.

(3) Nonaccrual loans are included in the balance of loans. The allowance for
loan losses is excluded.

CAPITAL ADEQUACY

Under guidelines established by the Board of Governors of the Federal
Reserve System, capital adequacy is currently measured for regulatory purposes
by certain risk-based capital ratios, supplemented by a leverage capital ratio.
The risk-based capital ratios are determined by expressing allowable capital
amounts, defined in terms of Tier I and Tier II, as a percentage of
risk-weighted assets, which are computed by measuring the relative credit risk
of both the asset categories on the balance sheet and various off-balance sheet
exposures. Tier I capital consists primarily of common shareholders' equity and
qualifying perpetual preferred stock, net of goodwill and other disallowed
intangible assets. Tier II capital, which is limited to the total of Tier I
capital, includes allowable amounts of subordinated debt, mandatory convertible
securities, preferred stock and the allowance for loan losses. Under current
requirements, the minimum total capital ratio, consisting of both Tier I and
Tier II capital, is 8.00% and the minimum Tier I capital ratio is 4.00%. At
December 31, 1998, FNB Corp. and the Bank had total capital ratios of 16.05%
and 15.63%, respectively, and Tier I capital ratios of 14.98% and 14.55%.

The leverage capital ratio, which serves as a minimum capital standard,
considers Tier I capital only and is expressed as a percentage of average total
assets for the most recent quarter, after reduction of those assets for
goodwill and other disallowed intangible assets at the measurement date. As
currently required, the minimum leverage capital ratio is 4.00%. At December
31, 1998, FNB Corp. and the Bank had leverage capital ratios of 9.89% and
9.61%, respectively.

12
<PAGE>

The Bank is also required to comply with prompt corrective action
provisions established by the Federal Deposit Insurance Corporation Improvement
Act. To be categorized as well-capitalized, the Bank must have a minimum ratio
for total capital of 10.00%, for Tier I capital of 6.00% and for leverage
capital of 5.00%. As noted above, the Bank met all of those ratio requirements
at December 31, 1998 and, accordingly, is well-capitalized under the regulatory
framework for prompt corrective action.

BALANCE SHEET REVIEW

Asset and deposit growth was higher in 1998 than in 1997. Total assets
increased $30,968,000 or 9.5% in 1998 compared to $18,521,000 or 6.0% in 1997.
Deposits grew $24,142,000 or 8.6% and $9,168,000 or 3.4%, respectively, in the
same periods. Retail repurchase agreements funded $4,047,000 of the asset
growth in 1998 and $3,712,000 in 1997. The average asset growth rates were 8.8%
in 1998 and 7.9% in 1997. The corresponding average deposit growth rates were
7.2% and 7.0%.

INVESTMENT SECURITIES

Investments are carried on the consolidated balance sheet at estimated
fair value for available-for-sale securities and at amortized cost for
held-to-maturity securities. Table 5 presents information, on the basis of
selected maturities, about the composition of the investment securities
portfolio for each of the last three years.

13
<PAGE>

TABLE 5
INVESTMENT SECURITIES PORTFOLIO ANALYSIS

<TABLE>
<CAPTION>
DECEMBER 31
---------------------------------------------------------
1998 1997 1996
------------------------------------ ---------- ---------
ESTIMATED TAXABLE
AMORTIZED FAIR EQUIVALENT CARRYING CARRYING
COST VALUE YIELD (1) VALUE VALUE
----------- ----------- ------------ ---------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
AVAILABLE FOR SALE
U.S. Treasury:
Within one year ........................ $ 750 $ 756 6.97% $ 1,345 $ 2,589
One to five years ...................... 503 527 7.36 1,280 2,114
------- ------- ------- -------
Total ................................. 1,253 1,283 7.12 2,625 4,703
------- ------- ------- -------
U.S. Government agencies and corporations:
Within one year ........................ 350 350 5.98 1,750 500
One to five years ...................... 2,901 2,949 7.23 8,354 9,939
Five to ten years ...................... 39,063 39,000 6.56 18,880 8,844
------- ------- ------- -------
Total ................................. 42,314 42,299 6.59 28,984 19,283
------- ------- ------- -------
Mortgage-backed securities ............... 228 230 6.65 2,422 4,787
------- ------- ------- -------
Total debt securities .................... 43,795 43,812 6.61 34,031 28,773
Equity securities ........................ 1,123 1,146 1,095 156
------- ------- ------- -------
Total available-for-sale securities ... $44,918 $44,958 $35,126 $28,929
======= ======= ======= =======
HELD TO MATURITY
U.S. Government agencies and corporations:
Within one year ........................ $ 1,201 $ 1,201 5.98 $ 5,383 $ 1,348
One to five years ...................... 8,294 8,310 6.57 18,597 24,480
Five to ten years ...................... 30,032 30,114 6.57 8,824 18,108
------- ------- ------- -------
Total ................................. 39,527 39,625 6.56 32,804 43,936
------- ------- ------- -------
State, county and municipal:
Within one year ........................ 845 854 10.21 753 325
One to five years ...................... 5,261 5,445 9.28 3,992 3,104
Five to ten years ...................... 6,358 6,675 8.13 6,456 5,930
Over ten years ......................... 7,822 8,260 7.91 7,750 8,092
------- ------- ------- -------
Total ................................. 20,286 21,234 8.43 18,951 17,451
------- ------- ------- -------
Total held-to-maturity securities ..... $59,813 $60,859 7.19 $51,755 $61,387
======= ======= ======= =======
</TABLE>

- ---------
(1) Yields are stated on a fully taxable equivalent basis, assuming a 34%
federal income tax rate and applicable state income tax rate, reduced by
the nondeductible portion of interest expense.

Additions to the investment securities portfolio depend to a large extent
on the availability of investable funds that are not otherwise needed to
satisfy loan demand. Because the growth in total assets exceeded that for loans
in 1998, the level of investment securities was increased $17,890,000 or 20.6%.
In 1997, when the growth in loans exceeded that for total assets, there was a
reduction in the level of investment securities of $3,435,000 or 3.8%.
Investable funds not otherwise utilized are temporarily invested on an
overnight basis as federal funds sold, the level of which is affected by such
considerations as near-term loan demand and liquidity needs. Based on funds
requirements, the Bank was a net purchaser of funds at December 31, 1998.

LOANS

The Corporation's primary source of revenue and largest component of
earning assets is the loan portfolio. Loans experienced growth of $12,271,000
or 5.6% in 1998 and $22,178,000 or 11.4% in 1997. Average loans increased
$19,845,000 or 9.7% and $18,190,000 or 9.7%, respectively. The ratio of average
loans to average deposits increased from 74.7% in 1997 to 76.4% in 1998. The
ratio of loans to deposits at December 31, 1998 was 75.4%.

14
<PAGE>

Table 6 sets forth the major categories of loans for each of the last five
years. The maturity distribution and interest sensitivity of selected loan
categories at December 31, 1998 are presented in Table 7.

TABLE 6
LOAN PORTFOLIO COMPOSITION

<TABLE>
<CAPTION>
DECEMBER 31
-----------------------------------------
1998 1997
-------------------- --------------------
AMOUNT % AMOUNT %
---------- --------- ---------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Commercial and agricultural ..... $ 99,055 43.1 $ 84,221 38.7
Real estate -- construction ..... 3,279 1.4 4,989 2.3
Real estate -- mortgage:
1-4 family residential ......... 88,591 38.6 81,182 37.3
Commercial and other ........... 16,708 7.3 20,556 9.5
Consumer ........................ 22,089 9.6 26,503 12.2
-------- ----- -------- -----
Total loans .................. $229,722 100.0 $217,451 100.0
======== ===== ======== =====

<CAPTION>
DECEMBER 31
---------------------------------------------------------------
1996 1995 1994
-------------------- -------------------- ---------------------
AMOUNT % AMOUNT % AMOUNT %
---------- --------- ---------- --------- ----------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Commercial and agricultural ..... $ 62,678 32.1 $ 47,317 26.3 $ 41,777 24.8
Real estate -- construction ..... 4,348 2.2 759 .4 1,331 .8
Real estate -- mortgage:
1-4 family residential ......... 68,887 35.3 57,664 32.0 50,575 30.0
Commercial and other ........... 24,257 12.4 27,803 15.5 28,594 17.0
Consumer ........................ 35,103 18.0 46,380 25.8 46,051 27.4
-------- ----- -------- ----- -------- -----
Total loans .................. $195,273 100.0 $179,923 100.0 $168,328 100.0
======== ===== ======== ===== ======== =====
</TABLE>

TABLE 7
SELECTED LOAN MATURITIES

<TABLE>
<CAPTION>
DECEMBER 31, 1998
------------------------------------------------
ONE YEAR ONE TO OVER
OR LESS FIVE YEARS FIVE YEARS TOTAL
---------- ------------ ------------ -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Commercial and agricultural ......... $31,343 $36,375 $31,337 $ 99,055
Real estate -- construction ......... 2,326 470 483 3,279
------- ------- ------- --------
Total selected loans ............ $33,669 $36,845 $31,820 $102,334
======= ======= ======= ========
Sensitivity to rate changes:
Fixed interest rates ............... $ 9,778 $21,637 $19,258 $ 50,673
Variable interest rates ............ 23,891 15,208 12,562 51,661
------- ------- ------- --------
Total ........................... $33,669 $36,845 $31,820 $102,334
======= ======= ======= ========
</TABLE>

The commercial and agricultural loan portfolio and the 1-4 family
residential mortgage loan portfolio each experienced strong gains during 1998.
Loan growth and the composition of the loan portfolio, however, have been
affected by management's decision in March 1996 to discontinue the purchase of
retail installment loan contracts from automobile and equipment dealers (see
"Business Development Matters"). The outstanding balance of these loan
contracts, which are primarily included in consumer loans, experienced net
decreases in 1998 and 1997 of $5,929,000 and $10,681,000, respectively.
Consequently, total consumer loans declined significantly during those periods.

ASSET QUALITY
Management considers the Bank's asset quality to be of primary importance.
A formal loan review function, independent of loan origination, is used to
identify and monitor problem loans. As part of the loan review function, a
third party assessment group is employed to review the underwriting
documentation and risk grading analysis. In determining the allowance for loan
losses and any resulting provision to be charged against earnings, particular
emphasis is placed on the results of the loan review process. Consideration is
also given to historical loan loss experience, the value and adequacy of
collateral, and economic conditions in the Bank's market area. For loans
determined to be impaired, the allowance is based on discounted cash flows
using the loan's initial effective interest rate or the fair value of the
collateral for certain collateral dependent loans. This evaluation is
inherently subjective as it requires material estimates, including the amounts
and timing of future cash flows expected to be received on impaired loans that
may be susceptible to significant change. The unallocated portion of the
allowance for loan losses represents management's estimate of the appropriate
level of reserve to provide for potential losses inherent in the loan
portfolio. Considerations in determining the unallocated portion of the
allowance for loan losses include general economic and lending trends and other
factors.
Management's policy in regard to past due loans is conservative and
normally requires a prompt charge-off to the allowance for loan losses
following timely collection efforts and a thorough review. Further efforts are
then pursued through various means available. Loans carried in a nonaccrual
status are generally collateralized and the possibility of future losses is
considered in the determination of the allowance for loan losses.

15
<PAGE>

At December 31, 1998, the Bank had impaired loans with one borrower which
totaled $467,000 and were also on nonaccrual status. The related allowance for
loan losses on these loans amounted to $200,000.
Table 8 presents an analysis of the changes in the allowance for loan
losses and of the level of nonperforming assets for each of the last five
years. Information about management's allocation of the allowance for loan
losses by loan category is presented in Table 9.

TABLE 8
ALLOWANCE FOR LOAN LOSSES AND NONPERFORMING ASSETS

<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
----------- ----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
ALLOWANCE FOR LOAN LOSSES
Balance at beginning of year .......................... $ 2,294 $ 1,986 $ 1,903 $ 1,720 $ 1,745
Charge-offs:
Commercial and agricultural .......................... 9 66 24 84 16
Real estate -- construction .......................... -- -- -- -- --
Real estate -- mortgage .............................. -- 2 12 -- 1
Consumer ............................................. 327 389 532 393 419
------- ------- ------- ------- -------
Total charge-offs ................................... 336 457 568 477 436
------- ------- ------- ------- -------
Recoveries:
Commercial and agricultural .......................... 16 14 12 8 6
Real estate -- construction .......................... -- -- -- -- --
Real estate -- mortgage .............................. -- 11 3 3 5
Consumer ............................................. 153 140 146 134 180
------- ------- ------- ------- -------
Total recoveries .................................... 169 165 161 145 191
------- ------- ------- ------- -------
Net loan charge-offs .................................. 167 292 407 332 245
Provision for loan losses ............................. 390 600 490 515 220
------- ------- ------- ------- -------
Balance at end of year ................................ $ 2,517 $ 2,294 $ 1,986 $ 1,903 $ 1,720
======= ======= ======= ======= =======
NONPERFORMING ASSETS, AT END OF YEAR
Nonaccrual loans ...................................... $ 731 $ 51 $ 65 $ 26 $ --
Accruing loans past due 90 days or more ............... 263 167 231 317 118
------- ------- ------- ------- -------
Total nonperforming loans ........................... 994 218 296 343 118
Foreclosed assets ..................................... -- 23 38 64 78
Other real estate owned ............................... -- 27 -- -- --
------- ------- ------- ------- -------
Total nonperforming assets .......................... $ 994 $ 268 $ 334 $ 407 $ 196
======= ======= ======= ======= =======
RATIOS
Net loan charge-offs to average loans ................. .07% .14% .22% .19% .15%
Net loan charge-offs to allowance for loan losses ..... 6.63 12.74 20.49 17.45 14.25
Allowance for loan losses to year-end loans ........... 1.10 1.05 1.02 1.06 1.02
Total nonperforming loans to year-end loans ........... .43 .10 .15 .19 .07
</TABLE>

TABLE 9

ALLOCATION OF ALLOWANCE FOR LOAN LOSSES

<TABLE>
<CAPTION>
DECEMBER 31
-------------------------------------------------
1998 1997 1996 1995 1994
--------- --------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Commercial and agricultural ................. $ 821 $ 719 $ 650 $ 572 $ 490
Real estate -- construction ................. 8 12 10 9 14
Real estate -- mortgage ..................... 492 493 439 384 346
Consumer .................................... 867 830 727 695 651
Unallocated ................................. 329 240 160 243 219
------ ------ ------ ------ ------
Total allowance for loan losses ......... $2,517 $2,294 $1,986 $1,903 $1,720
====== ====== ====== ====== ======
</TABLE>

DEPOSITS

The level and mix of deposits is affected by various factors, including
general economic conditions, the particular circumstances of local markets and
the specific deposit strategies employed. In general, broad interest rate
declines tend to encourage customers to consider alternative investments such
as mutual funds and tax-deferred annuity products, while interest rate
increases tend to have the opposite effect.

16
<PAGE>

The Bank's level and mix of deposits has been specifically affected by the
following factors. The growth in money market accounts of $6,211,000 in 1998
and $5,165,000 in 1997 was due to a new high-yield product introduced in the
1996 fourth quarter. Time deposits of $100,000 or more accounted for $7,757,000
of total time deposit growth of $11,195,000 in 1998. Further, the level of time
deposits obtained from governmental units fluctuates, amounting to $25,905,000,
$24,431,000 and $21,602,000 at December 31, 1998, 1997 and 1996, respectively.

Table 10 shows the year-end and average deposit balances for the years
1998, 1997 and 1996 and the changes in 1998 and 1997.

TABLE 10
ANALYSIS OF DEPOSITS

<TABLE>
<CAPTION>
1998 1997 1996
--------------------------------- -------------------------------- ----------
CHANGE FROM CHANGE FROM
PRIOR YEAR PRIOR YEAR
--------------------- --------------------
BALANCE AMOUNT % BALANCE AMOUNT % BALANCE
----------- ----------- --------- ----------- ----------- -------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
YEAR-END BALANCES
Interest-bearing deposits:
NOW accounts ............................. $ 44,659 $ 6,052 15.7 $ 38,607 $ 2,468 6.8 $ 36,139
Savings deposits ......................... 26,477 (1,227) (4.4) 27,704 (1,430) (4.9) 29,134
Money market accounts .................... 28,680 6,211 27.6 22,469 5,165 29.8 17,304
-------- -------- -------- -------- --------
Total ................................... 99,816 11,036 12.4 88,780 6,203 7.5 82,577
Certificates and other time deposits ..... 164,652 11,195 7.3 153,457 3,459 2.3 149,998
-------- -------- -------- -------- --------
Total interest-bearing deposits ......... 264,468 22,231 9.2 242,237 9,662 4.2 232,575
Noninterest-bearing demand deposits ....... 40,222 1,911 5.0 38,311 (494) (1.3) 38,805
-------- -------- -------- -------- --------
Total deposits .......................... $304,690 $ 24,142 8.6 $280,548 $ 9,168 3.4 $271,380
======== ======== ======== ======== ========
AVERAGE BALANCES
Interest-bearing deposits:
NOW accounts ............................. $ 41,353 $ 3,336 8.8 $ 38,017 $ 2,996 8.6 $ 35,021
Savings deposits ......................... 27,414 (1,785) (6.1) 29,199 (948) (3.1) 30,147
Money market accounts .................... 25,430 5,971 30.7 19,459 3,392 21.1 16,067
-------- -------- -------- -------- --------
Total ................................... 94,197 7,522 8.7 86,675 5,440 6.7 81,235
Certificates and other time deposits ..... 162,484 11,918 7.9 150,566 11,573 8.3 138,993
-------- -------- -------- -------- --------
Total interest-bearing deposits ......... 256,681 19,440 8.2 237,241 17,013 7.7 220,228
Noninterest-bearing demand deposits ....... 37,730 441 1.2 37,289 993 2.7 36,296
-------- -------- -------- -------- --------
Total deposits .......................... $294,411 $ 19,881 7.2 $274,530 $ 18,006 7.0 $256,524
======== ======== ======== ======== ========
</TABLE>

BUSINESS DEVELOPMENT MATTERS

As discussed in Note 17 to Consolidated Financial Statements, the
Corporation in 1997 entered into a definitive agreement to acquire a savings
bank in Siler City, North Carolina. On January 28, 1998, as permitted by the
agreement, the Board of Directors of the savings bank exercised its right to
terminate the proposed combination due to the increase in the market value of
FNB Corp. common stock above a specified level. Costs amounting to $305,000,
initially deferred in connection with the proposed acquisition, were recognized
as merger expenses in 1997.

17
<PAGE>

Management decided in March 1996 that the Bank would discontinue the
purchase of retail installment loan contracts from automobile and equipment
dealers, due largely to the declining yields being experienced in this loan
program. Contracts of this nature included in loans at December 31, 1998, 1997
and 1996 amounted to $3,745,000, $9,674,000 and $20,355,000, respectively.
While there will be no purchases of new contracts, current plans call for the
collection of outstanding loans based on their contractual terms. The funds
previously invested in this loan program are being redeployed, as loan payments
occur, to other loan programs or to the investment securities portfolio.

YEAR 2000 READINESS DISCLOSURES

The Corporation recognizes and is addressing the potentially serious
implications of the "Year 2000 Issue", which is a general term used to describe
various problems that may result from the improper processing of dates and
date-sensitive calculations by many existing computer programs when the Year
2000 is reached. This issue is ultimately caused by the fact that many of the
world's existing computer programs use only two digits to identify the year in
the date field of a program. These programs were designed and developed without
considering the upcoming change in the century and could experience serious
malfunctions when the last two digits of the year change to "00" as a result of
identifying the "00" year as the year 1900 rather than the year 2000. This
identification error could result in a disruption of normal business
operations, including, among other things, the miscalculation of interest
accruals and the inability to process customer transactions. In addition,
non-banking systems, such as security alarms, elevators and telephones, are
subject to malfunction due to their dependence upon computers for proper
operation.

The Corporation first began to assess its Year 2000 readiness in August
1996, completing that assessment in January 1997. The Corporation then
developed a Year 2000 Plan that follows guidelines outlined by the Federal
Financial Institutions Council. The Year 2000 Project Team, which is
responsible for execution of the Plan, includes members of senior management
and departmental management from all areas of the organization. Additionally,
an outside consulting firm has been engaged to assist with the Year 2000
project.

In the implementation of the Year 2000 Plan, a thorough inventory was
first performed to determine all hardware, software and facilities that might
be impacted by the Year 2000 Issue. Since all software is purchased and no
separate in-house programming is performed, the Corporation is dependent upon
its third-party vendors for modifications of its existing systems to correct
any defects related to the Year 2000 Issue. Accordingly, written documentation
has been solicited from all of the software and hardware vendors, as well as
the providers of facilities using embedded chip technology, with respect to
their Year 2000 compliance status. The validation phase of the Corporation's
project includes the receipt and analysis of vendor-performed testing, as well
as the testing of all hardware, software and facilities in the Corporate
environment. Internal testing of mission critical systems is scheduled to be
completed by June 30, 1999, with the testing of other applications to be
completed by September 30, 1999.

The Corporation currently uses a service bureau for core processing and
related items processing. Testing of this mission critical system for Year 2000
compliance was completed by December 31, 1998. In August 1998, however, the
Corporation contracted with third-party vendors for the hardware and software
necessary to convert this entire operation to an in-house basis. Conversion to
the replacement systems is expected to be complete by late March 1999. Initial
internal testing on a trial basis of these replacement systems for Year 2000
compliance was completed in November 1998. Final testing in the normal
operating environment is to be completed by June 30, 1999.

The Corporation is informing its customers about the Year 2000 Issue in
general and the efforts it is undertaking to ensure that banking services
continue in the Year 2000 and beyond. Additionally, the Corporation is
contacting its significant commercial customers to determine such customers'
plans with respect to the Year 2000 Issue and the Corporation's vulnerability
to the failure of any such customer to remediate its own problems that may
result from the Year 2000 Issue. As most commercial customers depend on
computer systems that must be Year 2000 compliant, a disruption in their
businesses could result in potentially significant financial difficulties that
could affect their creditworthiness. The Corporation is also initiating contact
with key vendors to determine their plans with respect to the Year 2000 Issue.
There can be no guarantee that customers and vendors will convert their systems
on a timely basis or in a manner that is compatible with the Corporation's
systems. Significant business interruptions or failures by significant
commercial vendors, trading partners or governmental agencies resulting from
the effects of the Year 2000 Issue could have a material adverse effect on the
Corporation.

18
<PAGE>

The Corporation's projected cost of Year 2000 compliance is estimated to
be approximately $200,000, the majority of such estimated cost relating to
computer equipment that may need be replaced. Actual Year 2000 project
expenditures totaled $84,000 at December 31, 1998. Of this total, capital
expenditures amounted to $69,000 and were all recorded in 1998. Project
expenses amounted to $15,000 on a cumulative basis and $13,000 for the year
ended December 31, 1998. Funding of Year 2000 project costs will come from
normal operating cash flows; however, the expenses associated with the Year
2000 Issue will directly reduce otherwise reported net income for the
Corporation.

Management believes that the potential effects on the Corporation's
internal operations of the Year 2000 Issue can be mitigated on a timely basis.
However, if required modifications or conversions are not made or are not
completed on a timely basis, the Year 2000 Issue could disrupt normal business
operations and have a material adverse impact on the Corporation.

Contingency plans are being developed to mitigate the potential effects of
a disruption in normal business operations. Contingency planning includes
developing alternative solutions should a vendor not become compliant, as well
as plans for the resumption of business if, despite the Corporation's best
efforts, there is a disruption in business operations. In the event of what
could be described as a "worst case" scenario, the contingency plans will allow
for limited transactions, including the ability to make certain deposits and
withdrawals, until the Year 2000 problems are fixed.

The costs of the Year 2000 project and the schedule for achieving Year
2000 compliance are based on management's best estimates, which were derived
using numerous assumptions of future events such as the availability of certain
resources (including appropriately trained personnel and other internal and
external resources), third-party vendor plans and other factors. However, there
can be no guarantee that these estimates will be achieved at the cost disclosed
or within the timeframes indicated, and actual results could differ materially
from these plans. Factors that might affect the timely and efficient completion
of the Corporation's Year 2000 project include, but are not limited to,
vendors' abilities to adequately correct or convert software and the effect on
the Corporation's ability to test its systems, the availability and cost of
personnel trained in the Year 2000 areas, the ability to identify and correct
all relevant computer programs, the readiness of key utilities, vendors and
customers, and similar uncertainties.

ACCOUNTING PRONOUNCEMENT MATTERS

In July 1997, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income", which establishes standards for reporting and display of
comprehensive income and its components in a full set of general purpose
financial statements. The objective of SFAS No. 130 is to report a measure of
all changes in equity of an enterprise that result from transactions and other
economic events during the period other than transactions with owners (therein
defined as "comprehensive income"). Comprehensive income is the total of net
income and all other nonshareholder changes in equity. SFAS No. 130 is
effective for fiscal years beginning after December 15, 1997. If comparative
financial statements are provided for earlier periods, those financial
statements shall be reclassified to reflect application of the provisions of
SFAS No. 130. The Corporation adopted SFAS No. 130 in 1998, resulting in
comprehensive income disclosures in the consolidated balance sheets and
consolidated statements of shareholders' equity and comprehensive income.

In July 1997, the FASB issued SFAS No. 131, "Disclosure about Segments of
an Enterprise and Related Information, an Amendment of Statements No. 87, 88
and 106". SFAS No. 131 requires disclosures for each segment that are similar
to those required under current standards with the addition of quarterly
disclosure requirements and a finer partitioning of geographic disclosures. It
requires limited segment data on a quarterly basis. It also requires geographic
data by country, as opposed to broader geographic regions as permitted under
current standards. SFAS No. 131 is effective for fiscal years beginning after
December 15, 1997. As the Corporation has only one operating segment, adoption
of SFAS No. 131 in 1998 did not have an effect on the consolidated financial
statements.

In February 1998, the FASB issued SFAS No. 132, "Employers Disclosures
about Pensions and Other Postretirement Benefits". SFAS No. 132 standardizes
the disclosure requirements of pensions and other postretirement benefits and
does not change any measurement or recognition provisions. SFAS No. 132 is
effective for fiscal years beginning after December 15, 1997. The Corporation
adopted SFAS No. 132 in 1998, resulting in the disclosures presented in Note 9
to the Consolidated Financial Statements.

In September 1998, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities". SFAS No. 133 establishes
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts, (collectively
referred to as derivatives) and for hedging activities. It requires that an

19
<PAGE>

entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value. If
certain conditions are met, a derivative may be specifically designated as (a)
a hedge of the exposure to changes in the fair value of a recognized asset or
liability or an unrecognized firm commitment, (b) a hedge of the exposure to
variable cash flows of a forecasted transaction, or (c) a hedge of the foreign
currency exposure of a net investment in a foreign operation. The accounting
for changes in the fair value of a derivative (that is, gains and losses)
depends on the intended use of the derivative and the resulting designation. An
entity that elects to apply hedge accounting is required to establish at the
inception of the hedge the method it will use for assessing the effectiveness
of the hedging derivative and the measurement approach for determining the
ineffective aspect of the hedge. Those methods must be consistent with the
entity's approach to managing risk. SFAS No. 133 is effective for all fiscal
quarters of all fiscal years beginning after June 15, 1999. At this time, the
Corporation has not determined what effect, if any, that adoption of SFAS No.
133 will have on the consolidated financial statements.

In October 1998, the FASB issued SFAS No. 134, "Acounting for
Mortgage-Backed Securities Retained after the Securitization of Mortgage Loans
Held for Sale by a Mortgage Banking Enterprise", which requires that after the
securitization of mortgage loans held for sale, an entity engaged in mortgage
banking activities classify the resulting mortgage-backed securities or other
retained interests based on its ability and intent to sell or hold those
investments. SFAS No. 134 is effective for the first fiscal quarter beginning
after December 31, 1998, with earlier application permitted. As the Corporation
does not have any mortgage-backed securities or other retained interests
resulting from the securitization of mortgage loans held for sale, adoption of
SFAS No. 134 would not currently have any effect on the consolidated financial
statements.

EFFECTS OF INFLATION

The operations of the Bank and therefore of the Corporation are subject to
the effects of inflation through interest rate fluctuations and changes in the
general price level of noninterest operating expenses. Such costs as salaries,
fringe benefits and utilities have tended to increase at a rate comparable to
or even greater than the general rate of inflation. Broadly speaking, all
operating expenses have risen to higher levels as inflationary pressures have
increased. Management has responded to this situation by evaluating and
adjusting fees charged for specific services and by emphasizing operating
efficiencies.

The level of interest rates is also considered to be influenced by
inflation, rising whenever inflationary expectations and the actual level of
inflation increase and declining whenever the inflationary outlook appears to
be improving. Management constantly monitors this situation, attempting to
adjust both rates received on earning assets and rates paid on interest-bearing
liabilities in order to maintain the desired net yield on earning assets.

20
<PAGE>

TABLE 11
QUARTERLY FINANCIAL DATA

<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
----------- ----------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
1998
Interest income .................................... $ 6,483 $ 6,638 $ 6,616 $ 6,674
Interest expense ................................... 2,809 2,930 2,925 2,927
-------- -------- -------- --------
Net interest income ................................ 3,674 3,708 3,691 3,747
Provision for loan losses .......................... 160 110 60 60
-------- -------- -------- --------
Net interest income after provision for loan losses 3,514 3,598 3,631 3,687
Noninterest income ................................. 716 837 813 838
Noninterest expense ................................ 2,663 2,740 2,735 2,950
-------- -------- -------- --------
Income before income taxes ......................... 1,567 1,695 1,709 1,575
Income taxes ....................................... 481 518 523 462
-------- -------- -------- --------
Net income ......................................... $ 1,086 $ 1,177 $ 1,186 $ 1,113
======== ======== ======== ========
Per share data (2):
Net income:
Basic ........................................... $ .30 $ .32 $ .32 $ .30
Diluted ......................................... .29 .31 .31 .29
Cash dividends declared .......................... .10 .10 .10 .15
Common stock price (1):
High ............................................ 30.00 27.50 26.50 30.00
Low ............................................. 21.00 23.25 21.50 20.00
1997
Interest income .................................... $ 5,893 $ 5,997 $ 6,262 $ 6,355
Interest expense ................................... 2,559 2,577 2,693 2,747
-------- -------- -------- --------
Net interest income ................................ 3,334 3,420 3,569 3,608
Provision for loan losses .......................... 125 115 230 130
-------- -------- -------- --------
Net interest income after provision for loan losses 3,209 3,305 3,339 3,478
Noninterest income ................................. 664 709 738 764
Noninterest expense ................................ 2,400 2,485 2,497 2,906
-------- -------- -------- --------
Income before income taxes ......................... 1,473 1,529 1,580 1,336
Income taxes ....................................... 440 469 491 418
-------- -------- -------- --------
Net income ......................................... $ 1,033 $ 1,060 $ 1,089 $ 918
======== ======== ======== ========
Per share data (2):
Net income:
Basic ........................................... $ .29 $ .29 $ .30 $ .25
Diluted ......................................... .28 .29 .29 .25
Cash dividends declared .......................... .09 .09 .09 .11
Common stock price (1):
High ............................................ 16.00 16.50 16.00 20.25
Low ............................................. 13.50 14.25 14.38 16.00
</TABLE>

- ---------
(1) FNB Corp. common stock is traded on the NASDAQ National Market System under
the symbol FNBN. At December 31, 1998, there were 1,143 shareholders of
record.

(2) All per share data has been retroactively adjusted to reflect the
two-for-one common stock split effected in the form of a 100% stock
dividend paid in the first quarter of 1998.

21
<PAGE>

INDEPENDENT AUDITORS' REPORT

THE BOARD OF DIRECTORS
FNB CORP.

We have audited the accompanying consolidated balance sheets of FNB Corp.
and subsidiary as of December 31, 1998 and 1997, and the related consolidated
statements of income, shareholders' equity and comprehensive income and cash
flows for each of the years in the three-year period ended December 31, 1998.
These consolidated financial statements are the responsibility of the
Corporation's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of FNB Corp.
and subsidiary as of December 31, 1998 and 1997, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1998, in conformity with generally accepted accounting
principles.

/s/ KPMG LLP

Greensboro, North Carolina
March 12, 1999

22
<PAGE>

FNB CORP. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31
-----------------------
1998 1997
----------- -----------
(IN THOUSANDS, EXCEPT
SHARE DATA)
<S> <C> <C>
ASSETS
Cash and due from banks ................................................................. $ 12,787 $ 12,914
Investment securities:
Available for sale, at estimated fair value (amortized cost of $44,918 in 1998 and
$34,997 in 1997) ..................................................................... 44,958 35,126
Held to maturity (estimated fair value of $60,859 in 1998 and $52,234 in 1997) ......... 59,813 51,755
Loans ................................................................................... 229,722 217,451
Less: Allowance for loan losses ........................................................ (2,517) (2,294)
-------- --------
Net loans .......................................................................... 227,205 215,157
-------- --------
Premises and equipment, net ............................................................. 6,978 6,129
Other assets ............................................................................ 4,882 4,574
-------- --------
TOTAL ASSETS ....................................................................... $356,623 $325,655
======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing demand deposits .................................................... $ 40,222 $ 38,311
Interest-bearing deposits:
NOW, savings and money market deposits ............................................... 99,816 88,780
Time deposits of $100,000 or more .................................................... 60,672 52,915
Other time deposits .................................................................. 103,980 100,542
-------- --------
Total deposits ...................................................................... 304,690 280,548
Retail repurchase agreements ............................................................ 11,484 7,437
Federal funds purchased ................................................................. 1,545 2,400
Other liabilities ....................................................................... 3,902 3,369
-------- --------
Total Liabilities ................................................................... 321,621 293,754
-------- --------

Shareholders' equity:
Preferred stock, $10.00 par value; authorized 200,000 shares, none issued .............. -- --
Common stock, $2.50 par value; authorized 10,000,000 shares, issued 3,655,376 shares
in 1998 and 1,819,825 shares in 1997 ................................................. 9,138 4,550
Surplus ................................................................................ 117 527
Retained earnings ...................................................................... 25,721 26,740
Accumulated other comprehensive income:
Net unrealized securities gains ...................................................... 26 84
-------- --------
Total Shareholders' Equity .......................................................... 35,002 31,901
-------- --------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .......................................... $356,623 $325,655
======== ========
</TABLE>

Commitments (Note 15)

See accompanying notes to consolidated financial statements.

23
<PAGE>

FNB CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-----------------------------------------
1998 1997 1996
------------- ------------- -------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans ............................. $ 20,361 $ 18,787 $ 16,728
Interest and dividends on investment securities:
Taxable income ....................................... 4,868 4,645 4,661
Non-taxable income ................................... 994 920 770
Federal funds sold ..................................... 188 155 89
---------- ---------- ----------
Total interest income ............................... 26,411 24,507 22,248
---------- ---------- ----------

INTEREST EXPENSE
Deposits ............................................... 11,118 10,268 9,391
Retail repurchase agreements ........................... 444 281 178
Federal funds purchased ................................ 29 27 43
---------- ---------- ----------
Total interest expense .............................. 11,591 10,576 9,612
---------- ---------- ----------

NET INTEREST INCOME ..................................... 14,820 13,931 12,636
Provision for loan losses .............................. 390 600 490
---------- ---------- ----------
Net Interest Income After Provision for Loan Losses ..... 14,430 13,331 12,146
---------- ---------- ----------
NONINTEREST INCOME
Service charges on deposit accounts .................... 1,737 1,533 1,415
Annuity and brokerage commissions ...................... 228 313 218
Cardholder and merchant services income ................ 362 333 316
Other service charges, commissions and fees ............ 386 389 314
Other income ........................................... 491 307 181
---------- ---------- ----------
Total noninterest income ............................ 3,204 2,875 2,444
---------- ---------- ----------

NONINTEREST EXPENSE
Personnel expense ...................................... 5,518 5,318 4,733
Occupancy expense ...................................... 522 562 485
Furniture and equipment expense ........................ 850 777 662
Data processing services ............................... 1,541 1,136 1,006
Merger expenses ........................................ -- 305 --
Other expense .......................................... 2,657 2,190 2,191
---------- ---------- ----------
Total noninterest expense ........................... 11,088 10,288 9,077
---------- ---------- ----------

Income Before Income Taxes .............................. 6,546 5,918 5,513
Income taxes ............................................ 1,984 1,818 1,676
---------- ---------- ----------
NET INCOME .............................................. $ 4,562 $ 4,100 $ 3,837
========== ========== ==========
Net income per common share:
Basic .................................................. $ 1.25 $ 1.13 $ 1.06
Diluted ................................................ $ 1.20 $ 1.11 $ 1.05

Weighted average number of shares outstanding:
Basic .................................................. 3,649,875 3,626,132 3,603,866
Diluted ................................................ 3,794,823 3,696,384 3,641,660
</TABLE>

See accompanying notes to consolidated financial statements.

24
<PAGE>

FNB CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
ACCUMULATED
COMMON STOCK OTHER
-------------------- RETAINED COMPREHENSIVE
SHARES AMOUNT SURPLUS EARNINGS INCOME TOTAL
----------- -------- --------- ---------- -------------- ----------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1995 .......................... 1,797,995 $4,495 $ 19 $ 21,354 $ 127 $ 25,995
Comprehensive income:
Net income ........................................ -- -- -- 3,837 -- 3,837
Other comprehensive income:
Unrealized securities gains (losses), net of
income tax benefit of $47 ....................... -- -- -- -- (92) (92)
--------
Total comprehensive income ........................ 3,745
--------
Cash dividends declared, $.66 per share ............. -- -- -- (1,190) -- (1,190)
Common stock issued through:
Dividend reinvestment plan ........................ 6,574 16 151 -- -- 167
Stock option plan ................................. 2,425 6 44 -- -- 50
--------- ------ ------ -------- ----- --------

BALANCE, DECEMBER 31, 1996 .......................... 1,806,994 4,517 214 24,001 35 28,767
Comprehensive income:
Net income ........................................ -- -- -- 4,100 -- 4,100
Other comprehensive income:
Unrealized securities gains (losses), net of
income taxes of $26 ............................. -- -- -- -- 49 49
--------
Total comprehensive income ........................ 4,149
--------
Cash dividends declared, $.75 per share ............. -- -- -- (1,361) -- (1,361)
Common stock issued through:
Dividend reinvestment plan ........................ 8,106 21 220 -- -- 241
Stock option plan ................................. 4,725 12 93 -- -- 105
--------- ------ ------ -------- ----- --------
BALANCE, DECEMBER 31, 1997 .......................... 1,819,825 4,550 527 26,740 84 31,901
Comprehensive income:
Net income ........................................ -- -- -- 4,562 -- 4,562
Other comprehensive income:
Unrealized securities gains (losses), net of
income tax benefit of $31 ....................... -- -- -- -- (58) (58)
--------
Total comprehensive income ........................ 4,504
--------
Cash dividends declared, $.45 per share ............. -- -- -- (1,644) -- (1,644)
Two-for-one stock split effected in the form of a
100% stock dividend ............................... 1,825,343 4,563 (626) (3,937) -- --
Common stock issued through:
Dividend reinvestment plan ........................ 1,015 2 24 -- -- 26
Stock option plan ................................. 9,193 23 192 -- -- 215
--------- ------ ------ -------- ----- --------

BALANCE, DECEMBER 31, 1998 .......................... 3,655,376 $9,138 $ 117 $ 25,721 $ 26 $ 35,002
========= ====== ====== ======== ===== ========
</TABLE>

See accompanying notes to consolidated financial statements.

25
<PAGE>

FNB CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
--------------------------------------
1998 1997 1996
------------ ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income .......................................................................... $ 4,562 $ 4,100 $ 3,837
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of premises and equipment ........................... 810 734 634
Provision for loan losses ......................................................... 390 600 490
Deferred income taxes (benefit) ................................................... (52) (252) (66)
Deferred loan fees and costs, net ................................................. 180 367 395
Premium amortization and discount accretion of investment securities, net ......... (61) (25) 39
Amortization of intangibles ....................................................... 24 32 44
Net decrease (increase) in loans held for sale .................................... (3,660) (559) 406
Increase in other assets .......................................................... (277) (203) (439)
Increase (decrease) in other liabilities .......................................... 461 581 (160)
--------- --------- ---------
Net Cash Provided by Operating Activities ....................................... 2,377 5,375 5,180
--------- --------- ---------

INVESTING ACTIVITIES
Available-for-sale securities:
Proceeds from maturities and calls ................................................ 51,183 20,536 20,001
Purchases ......................................................................... (61,042) (26,646) (20,765)
Held-to-maturity securities:
Proceeds from maturities and calls ................................................ 29,242 11,717 15,369
Purchases ......................................................................... (37,298) (2,072) (20,558)
Net increase in loans ............................................................... (8,908) (22,291) (16,532)
Proceeds from sales of premises and equipment ....................................... 3 5 15
Purchases of premises and equipment ................................................. (1,786) (478) (1,019)
Other, net .......................................................................... 5 24 (34)
--------- --------- ---------
Net Cash Used in Investing Activities ........................................... (28,601) (19,205) (23,523)
--------- --------- ---------

FINANCING ACTIVITIES
Net increase in deposits ............................................................ 24,142 9,168 21,236
Increase (decrease) in retail repurchase agreements ................................. 4,047 3,712 (917)
Increase (decrease) in federal funds purchased ...................................... (855) 1,825 575
Common stock issued ................................................................. 241 346 217
Cash dividends paid ................................................................. (1,478) (1,359) (1,081)
--------- --------- ---------
Net Cash Provided by Financing Activities ....................................... 26,097 13,692 20,030
--------- --------- ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ................................. (127) (138) 1,687
Cash and cash equivalents at beginning of year ....................................... 12,914 13,052 11,365
--------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR ............................................. $ 12,787 $ 12,914 $ 13,052
========= ========= =========
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest .......................................................................... $ 11,308 $ 10,231 $ 9,747
Income taxes ...................................................................... 2,156 1,896 1,911
</TABLE>

See accompanying notes to consolidated financial statements.

26
<PAGE>

FNB CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS/CONSOLIDATION

FNB Corp. is a one-bank holding company whose wholly-owned subsidiary is
the First National Bank and Trust Company (the "Bank"). The Bank is an
independent community bank that offers a complete line of financial services,
including deposit, loan, investment and trust services, to individual and
business customers primarily in the region of North Carolina that includes
Randolph, Montgomery and Chatham counties.

The consolidated financial statements include the accounts of FNB Corp.
and the Bank (collectively the "Corporation"). All significant intercompany
balances and transactions have been eliminated. The Corporation adopted
Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information", in 1998 without any impact
on the consolidated financial statements as the chief operating decision maker
reviews the results of operations of the Corporation and its subsidiary as a
single enterprise.

The preparation of the consolidated financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the consolidated financial statements and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those
estimates.

Certain items for 1996 and 1997 have been reclassified to conform with the
1998 presentation. The reclassifications have no effect on the financial
position or results of operations as previously reported.

CASH AND CASH EQUIVALENTS

For purposes of reporting cash flows, cash and cash equivalents include
cash on hand, amounts due from banks, and federal funds sold. Generally,
federal funds are purchased and sold for one-day periods.

INVESTMENT SECURITIES

Investment securities are categorized and accounted for as follows:

o Held-to-maturity securities -- Debt securities that the Corporation has
the positive intent and ability to hold to maturity are reported at
amortized cost.

o Trading securities -- Debt and equity securities bought and held
principally for the purpose of being sold in the near future are reported
at fair value, with unrealized gains and losses included in earnings.

o Available-for-sale securities -- Debt and equity securities not
classified as either held-to-maturity securities or trading securities
are reported at fair value, with unrealized gains and losses, net of
related tax effect, included as an item of other comprehensive income and
reported as a separate component of shareholders' equity.

The Corporation intends to hold its securities classified as
available-for-sale securities for an indefinite period of time but may sell
them prior to maturity. All other securities, which the Corporation has the
positive intent and ability to hold to maturity, are classified as
held-to-maturity securities.

Interest income on debt securities is adjusted using the level yield
method for the amortization of premiums and accretion of discounts. The
adjusted cost of the specific security is used to compute gains or losses on
the disposition of securities.

LOANS

Interest income on loans is generally calculated by using the constant
yield method based on the daily outstanding balance. The recognition of
interest income is discontinued when, in management's opinion, the collection
of all or a portion of interest becomes doubtful.

Loan fees and the incremental direct costs associated with making loans
are deferred and subsequently recognized over the life of the loan as an
adjustment of interest income. Residential mortgage loans held for sale are
valued at the lower of cost or market as determined by outstanding commitments
from investors or current investor yield requirements, calculated on the
aggregate loan basis.

27
<PAGE>

FNB CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (Continued)

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses represents an amount considered adequate to
absorb loan losses inherent in the portfolio. Management's evaluation of the
adequacy of the allowance is based on a review of individual loans, historical
loan loss experience, the value and adequacy of collateral, and economic
conditions in the Bank's market area. For loans determined to be impaired, the
allowance is based on discounted cash flows using the loan's initial effective
interest rate or the fair value of the collateral for certain collateral
dependent loans. Losses are charged and recoveries are credited to the
allowance for loan losses. This evaluation is inherently subjective as it
requires material estimates, including the amounts and timing of future cash
flows expected to be received on impaired loans that may be susceptible to
significant change.

In addition, various regulatory agencies, as an integral part of their
examination process, periodically review the Bank's allowance for loan losses.
Such agencies may require the Bank to recognize changes to the allowance based
on their judgments about information available to them at the time of their
examination.

PREMISES AND EQUIPMENT

Premises and equipment are stated at cost less accumulated depreciation
and amortization. Depreciation is computed on a straight-line basis over the
estimated useful lives of the assets as follows: buildings and improvements, 10
to 50 years and furniture and equipment, 3 to 10 years. Leasehold improvements
are amortized on a straight-line basis over the shorter of the estimated life
of the improvement or the term of the lease.

INTANGIBLE ASSETS

Deposit base premiums, arising from deposit and branch purchase
acquisitions, amounted to $24,000 and $67,000 at December 31, 1998 and 1997,
respectively, and are included in other assets. The premium amounts are
amortized on an accelerated basis over ten-year periods.

INCOME TAXES

Income tax expense includes both a current provision based on the amounts
computed for income tax return purposes and a deferred provision that results
from application of the asset and liability method of accounting for deferred
taxes. Under the asset and liability method, deferred tax assets and
liabilities are established for the temporary differences between the financial
reporting basis and the tax basis of the Corporation's assets and liabilities
at enacted tax rates expected to be in effect when such amounts are realized or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.

EARNINGS PER SHARE

In 1997, the Corporation adopted Statement of Financial Accounting
Standards (SFAS) No. 128, "Earnings Per Share", which establishes standards for
computing and presenting earnings per share (EPS) data. SFAS No. 128 simplifies
the standards for computing EPS previously found in APB Opinion No. 15,
"Earnings Per Share", and makes them comparable to international EPS standards.
Under SFAS No. 128, basic EPS replaces the former presentation of primary EPS.
Also, a dual presentation of basic and diluted EPS is required on the face of
the income statement for all entities with complex capital structures, and a
reconciliation must be provided of the numerator and denominator of the basic
EPS computation to the numerator and denominator of the diluted EPS
computation. In accordance with SFAS No. 128, all prior period EPS data has
been restated.

COMPREHENSIVE INCOME

Effective January 1, 1998, the Corporation adopted Statement of Financial
Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income". SFAS No.
130 establishes standards for reporting and displaying comprehensive income and
its components (revenues, expenses, gains and losses) in a full set of
general-purpose financial statements. Comprehensive income is defined as the
change in equity of an enterprise during a period from transactions and other
events and circumstances from nonowner sources and, accordingly, includes both
net income and amounts referred to as other comprehensive income. SFAS No. 130
requires that an enterprise (a) classify items of other comprehensive income by
their nature

28
<PAGE>

FNB CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (Continued)

in a financial statement and (b) display the accumulated balance of other
comprehensive income separately from retained earnings and surplus in the
equity section of a statement of financial position. In accordance with the
provisions of SFAS No. 130, comparative consolidated financial statements
presented for earlier periods have been reclassified to reflect the provisions
of the statement.

EMPLOYEE BENEFIT PLANS

The Corporation has a defined benefit pension plan covering substantially
all full-time employees. Pension costs, which are actuarially determined using
the projected unit credit method, are charged to current operations. Annual
funding contributions are made up to the maximum amounts allowable for Federal
income tax purposes.

Medical and life insurance benefits are provided by the Corporation on a
postretirement basis under defined benefit plans covering substantially all
full-time employees. Postretirement benefit costs, which are actuarially
determined using the attribution method and recorded on an unfunded basis, are
charged to current operations and credited to a liability account on the
consolidated balance sheet.

The Corporation adopted Statement of Financial Accounting Standards (SFAS)
No. 132, "Employers' Disclosures about Pensions and Other Postretirement
Benefits, an Amendment of Statements No. 87, 88, and 106", during 1998. SFAS
No. 132 standardizes the disclosure requirements for pensions and other
postretirement benefits, requires additional information on changes in the
benefit obligations and fair values of plan assets and eliminates certain
disclosures previously required. The methods of measurement and recognition for
such plans remain unchanged. Disclosures for earlier periods provided for
comparative purposes have been restated to reflect the provisions of SFAS No.
132.

STOCK OPTIONS

Effective January 1, 1997, the Corporation adopted Statement of Financial
Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation",
which requires either (i) the fair value of employee stock-based compensation
plans be recorded as a component of compensation expense in the statement of
income as of the date of grant of awards related to such plans or (ii) the
impact of such fair value on net income and earnings per share be disclosed in
a footnote to financial statements for awards granted after December 15, 1994,
if the accounting for such awards continues to be in accordance with APB
Opinion No. 25, "Accounting for Stock Issued to Employees". The Corporation has
elected to continue to apply the provisions of APB Opinion No. 25 and provide
the pro forma disclosure provisions of SFAS No. 123.

DERIVATIVE FINANCIAL INSTRUMENTS

The Corporation may use off-balance sheet derivative contracts for
interest rate risk management purposes. The existing contracts are accounted
for on the accrual basis and the net interest differential, including premiums
paid, if any, is recognized as an adjustment to interest income or expense of
the related asset or liability. The Corporation does not utilize derivative
financial instruments for trading purposes.

RESTATEMENTS

Share and per share information in the consolidated financial statements
and related notes thereto have been restated, where appropriate, to reflect the
two-for-one common stock split effected in the form of a 100% stock dividend
paid to shareholders on March 18, 1998.

29
<PAGE>

FNB CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 2 -- INVESTMENT SECURITIES
Summaries of the amortized cost and estimated fair value of investment
securities and the related gross unrealized gains and losses are presented
below:

<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
----------- ------------ ------------ ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
AVAILABLE FOR SALE
DECEMBER 31, 1998
U.S. Treasury ................................. $ 1,253 $ 30 $ -- $ 1,283
U.S. Government agencies and corporations ..... 42,314 143 158 42,299
Mortgage-backed securities .................... 228 2 -- 230
Equity securities ............................. 1,123 23 -- 1,146
------- ------ ---- -------
Total ........................................ $44,918 $ 198 $158 $44,958
======= ====== ==== =======
DECEMBER 31, 1997
U.S. Treasury ................................. $ 2,603 $ 26 $ 4 $ 2,625
U.S. Government agencies and corporations ..... 28,893 120 29 28,984
Mortgage-backed securities .................... 2,423 7 7 2,423
Equity securities ............................. 1,078 16 -- 1,094
------- ------ ---- -------
Total ........................................ $34,997 $ 169 $ 40 $35,126
======= ====== ==== =======
HELD TO MATURITY
DECEMBER 31, 1998
U.S. Government agencies and corporations ...... $39,527 $ 154 $ 56 $39,625
State, county and municipal .................... 20,286 952 4 21,234
------- ------ ---- -------
Total ........................................ $59,813 $1,106 $ 60 $60,859
======= ====== ==== =======
DECEMBER 31, 1997
U.S. Government agencies and corporations ...... $32,804 $ 67 $110 $32,761
State, county and municipal .................... 18,951 551 29 19,473
------- ------ ---- -------
Total ........................................ $51,755 $ 618 $139 $52,234
======= ====== ==== =======
</TABLE>

The amortized cost and estimated fair value of investment securities at
December 31, 1998, by contractual maturity, are shown below. Actual maturities
may differ from contractual maturities because issuers may have the right to
prepay obligations with or without prepayment penalties.

<TABLE>
<CAPTION>
AVAILABLE FOR SALE HELD TO MATURITY
----------------------- ----------------------
ESTIMATED ESTIMATED
AMORTIZED FAIR AMORTIZED FAIR
COST VALUE COST VALUE
----------- ----------- ----------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Due in one year or less .................... $ 1,100 $ 1,106 $ 2,046 $ 2,055
Due after one year through five years ...... 3,404 3,476 13,555 13,755
Due after five years through ten years ..... 39,063 39,000 36,390 36,789
Due after ten years ........................ -- -- 7,822 8,260
------- ------- ------- -------
Total .................................... 43,567 43,582 59,813 60,859
Mortgage-backed securities ................. 228 230 -- --
Equity securities .......................... 1,123 1,146 -- --
------- ------- ------- -------
Total investment securities .............. $44,918 $44,958 $59,813 $60,859
======= ======= ======= =======
</TABLE>

Debt securities with an estimated fair value of $58,311,000 were pledged
to secure public funds and trust funds on deposit and retail repurchase
agreements at December 31, 1998.

30
<PAGE>

FNB CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 2 -- INVESTMENT SECURITIES -- (Continued)

There were no sales of investment securities in the three-year period
ended December 31, 1998.

NOTE 3 -- LOANS

Major classifications of loans are as follows:

<TABLE>
<CAPTION>
DECEMBER 31
---------------------
1998 1997
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
Commercial and agricultural ........ $ 99,055 $ 84,221
Real estate -- construction ........ 3,279 4,989
Real estate -- mortgage:
1-4 family residential ............ 88,591 81,182
Commercial and other .............. 16,708 20,556
Consumer ........................... 22,089 26,503
-------- --------
Total loans ...................... $229,722 $217,451
======== ========
</TABLE>

Loans as presented are reduced by net deferred loan fees of $443,000 and
$270,000 at December 31, 1998 and 1997, respectively. Nonaccrual loans amounted
to $731,000 at December 31, 1998 and $51,000 at December 31, 1997. Interest
income that would have been recorded on nonaccrual loans for the year ended
December 31, 1998, had they performed in accordance with their original terms,
amounted to approximately $59,000. Interest income on all such loans included
in the the results of operations for 1998 amounted to approximately $30,000.
For the years ended December 31, 1997 and 1996, lost and recorded interest
income on nonaccrual loans was not material. At December 31, 1998, the Bank had
impaired loans with one borrower which totaled $467,000 and were also on
nonaccrual status. The related allowance for loan losses on these loans
amounted to $200,000. The average carrying value of impaired loans was $457,000
in 1998. Interest income on impaired loans in 1998 was not material. There were
no loans considered to be impaired at December 31, 1997.

Loans are primarily made in the region of North Carolina that includes
Randolph, Montgomery and Chatham counties. The real estate loan portfolio can
be affected by the condition of the local real estate markets. Included in
consumer loans at December 31, 1998 and 1997 are $3,745,000 and $9,674,000,
respectively, of retail installment loan contracts purchased primarily from
automobile dealers. In March 1996, the Bank discontinued the purchase of retail
installment loan contracts from automobile and equipment dealers.

Loans have been made by the Bank to directors and executive officers of
the Corporation and to the associates of such persons, as defined by the
Securities and Exchange Commission. Such loans were made in the ordinary course
of business on substantially the same terms, including rate and collateral, as
those prevailing at the time in comparable transactions with other borrowers
and do not involve more than normal risk of collectibility. A summary of the
activity during 1998 with respect to related party loans is as follows (in
thousands):

<TABLE>
<S> <C>
Balance, December 31, 1997 ......... $ 10,037
New loans during 1998 .............. 17,839
Repayments during 1998 ............. (19,352)
---------
Balance, December 31, 1998 ......... $ 8,524
=========
</TABLE>

31
<PAGE>

FNB CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 4 -- ALLOWANCE FOR LOAN LOSSES
Changes in the allowance for loan losses were as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-----------------------------
1998 1997 1996
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Balance at beginning of year ................... $2,294 $1,986 $1,903
Provision for losses charged to operations ..... 390 600 490
Loans charged off .............................. (336) (457) (568)
Recoveries on loans previously charged off ..... 169 165 161
------ ------ ------
Balance at end of year ......................... $2,517 $2,294 $1,986
====== ====== ======
</TABLE>

NOTE 5 -- PREMISES AND EQUIPMENT

Premises and equipment are summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31
-------------------
1998 1997
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Land ............................................... $ 1,361 $ 1,004
Buildings and improvements ......................... 4,408 4,314
Furniture and equipment ............................ 6,262 5,221
Leasehold improvements ............................. 415 410
------- -------
Total ............................................ 12,446 10,949
Less accumulated depreciation and amortization ..... 5,468 4,820
------- -------
Premises and equipment, net ........................ $ 6,978 $ 6,129
======= =======
</TABLE>

NOTE 6 -- INCOME TAXES

Income taxes as reported in the consolidated income statement included the
following expense (benefit) components:

<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Current:
Federal ..................... $1,959 $1,942 $1,675
State ....................... 77 128 67
------ ------ ------
Total ............................. 2,036 2,070 1,742
------ ------ ------
Deferred -- Federal ........... (52) (252) (66)
------ ------ ------
Total income taxes ................ $1,984 $1,818 $1,676
====== ====== ======
</TABLE>

32
<PAGE>

FNB CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 6 -- INCOME TAXES -- (Continued)

A reconciliation of income tax expense computed at the statutory Federal
income tax rate to actual income tax expense is presented below:

<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Amount of tax computed using Federal statutory tax rate
of 34% .............................................. $2,226 $2,012 $1,874
Increases (decreases) resulting from:
Effect of tax-exempt loan and investment
securities income .................................. (308) (282) (251)
Other ............................................... 66 88 53
------ ------ ------
Total .............................................. $1,984 $1,818 $1,676
====== ====== ======
</TABLE>

The components of deferred tax assets and liabilities and the tax effect
of each are as follows:

<TABLE>
<CAPTION>
DECEMBER 31
-----------------
1998 1997
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Deferred tax assets:
Allowance for loan losses ....................... $ 682 $ 606
Accrued expenses, not currently deductible ...... 428 471
Other ........................................... 74 76
------ ------
Total ........................................... 1,184 1,153
------ ------
Deferred tax liabilities:
Depreciable basis of premises and equipment ..... 280 323
Taxable basis of investment securities .......... 32 68
Prepaid pension cost ............................ 321 266
Net deferred loan fees and costs ................ 112 139
Other ........................................... 63 64
------ ------
Total ........................................... 808 860
------ ------
Net deferred tax asset ................. $ 376 $ 293
====== ======
</TABLE>

There is no valuation allowance for deferred tax assets as it is
management's contention that realization of the deferred tax assets is more
likely than not based upon the Corporation's history of taxable income and
estimates of future taxable income.

NOTE 7 -- TIME DEPOSITS

The scheduled maturities of time deposits are as follows (in thousands):

<TABLE>
<CAPTION>
YEARS ENDING DECEMBER 31
- -------------------------------
<S> <C>
1999 ........................ $138,943
2000 ........................ 22,875
2001 ........................ 2,202
2002 ........................ 391
2003 ........................ 241
--------
Total time deposits ......... $164,652
========
</TABLE>

33
<PAGE>

FNB CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 8 -- BORROWED FUNDS
Funds are borrowed on an overnight basis through retail repurchase
agreements with Bank customers and federal funds purchased from other financial
institutions. Retail repurchase agreement borrowings are collateralized by
securities of the U.S. Treasury and U.S. Government agencies and corporations.

Information concerning retail repurchase agreements and federal funds
purchased is as follows:

<TABLE>
<CAPTION>
1998 1997
------------------------ -----------------------
RETAIL FEDERAL RETAIL FEDERAL
REPURCHASE FUNDS REPURCHASE FUNDS
AGREEMENTS PURCHASED AGREEMENTS PURCHASED
------------ ----------- ------------ ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Balance at December 31 .............. $ 11,484 $ 1,545 $ 7,437 $ 2,400
Average balance during the year ..... 10,169 539 6,229 473
Maximum month-end balance ........... 13,107 3,250 7,676 2,400
Weighted average interest rate:
At December 31 ..................... 3.79% 4.94% 4.51% 6.59%
During the year .................... 4.37 5.32 4.51 5.71
</TABLE>

At December 31, 1998, the Bank had an available line of credit of
$37,000,000 with the Federal Home Loan Bank (the "FHLB"). Any advances that the
Bank may obtain under the FHLB line would be secured by a blanket collateral
agreement on qualifying 1-4 family residential mortgage loans.

NOTE 9 -- EMPLOYEE BENEFIT PLANS

PENSION PLAN

The Corporation has a noncontributory defined benefit pension plan
covering substantially all full-time employees who qualify as to age and length
of service. Benefits are based on the employee's compensation, years of service
and age at retirement. The Corporation's funding policy is to contribute
annually to the plan an amount which is not less than the minimum amount
required by the Employee Retirement Income Security Act of 1974 and not more
than the maximum amount deductible for income tax purposes.

34
<PAGE>

FNB CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 9 -- EMPLOYEE BENEFIT PLANS -- (Continued)

Information concerning the status of the plan is as follows:

<TABLE>
<CAPTION>
1998 1997
---------- ---------
(DOLLARS IN
THOUSANDS)
<S> <C> <C>
Change in Benefit Obligation:
Benefit obligation at beginning of year .............. $5,681 $5,325
Service cost ......................................... 177 151
Interest cost ........................................ 379 363
Net actuarial loss ................................... 196 148
Benefits paid ........................................ (296) (306)
------ ------
Benefit obligation at end of year .................... $6,137 $5,681
====== ======
Change in Plan Assets:
Fair value of plan assets at beginning of year ....... $5,952 $4,828
Actual return on plan assets ......................... 1,209 1,050
Employer contributions ............................... 366 380
Benefits paid ........................................ (296) (306)
------ ------
Fair value of plan assets at end of year ............. $7,231 $5,952
====== ======
Prepaid Pension Cost Components:
Funded status of plan ................................ $1,094 $ 272
Unrecognized net actuarial gain ...................... (995) (461)
Unrecognized prior service cost ...................... 780 888
Unrecognized transition obligation ................... 65 85
------ ------
Prepaid pension cost at end of year .................. $ 944 $ 784
====== ======
Weighted-Average Plan Assumptions at End of Year: .....
Discount rate ........................................ 6.5% 7.0%
Expected long-term rate of return on plan assets ..... 8.0 8.0
Rate of increase in compensation levels .............. 5.5 6.0
</TABLE>

Net periodic pension cost included the following components:

<TABLE>
<CAPTION>
1998 1997 1996
----------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Service cost .................................. $ 177 $ 151 $ 108
Interest Cost ................................. 379 363 328
Expected return on plan assets ................ (477) (385) (352)
Amortization of prior service cost ............ 107 107 80
Amortization of transition obligation ......... 21 21 21
Recognized net actuarial gain ................. (1) -- --
-------- ------ ------
Net periodic pension cost ..................... $ 206 $ 257 $ 185
======= ====== ======
</TABLE>

OTHER POSTRETIREMENT DEFINED BENEFIT PLANS

The Corporation has postretirement medical and life insurance plans
covering substantially all full-time employees who qualify as to age and length
of service. The medical plan is contributory, with retiree contributions
adjusted whenever medical insurance rates change. The life insurance plan is
noncontributory.

35
<PAGE>

FNB CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 9 -- EMPLOYEE BENEFIT PLANS -- (Continued)

Information concerning the plans, which are unfunded, is as follows:

<TABLE>
<CAPTION>
1998 1997
---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Change in Benefit Obligation:
Benefit obligation at beginning of year .................. $ 721 $ 550
Service cost ............................................. 19 19
Interest cost ............................................ 47 46
Net actuarial loss ....................................... 5 144
Benefits paid ............................................ (29) (38)
------ ------
Benefit obligation at end of year ........................ $ 763 $ 721
====== ======
Accrued Postretirement Benefit Cost Components:
Unrecognized net actuarial gain .......................... $ (635) $ (595)
Unrecognized prior service cost .......................... 68 78
Unrecognized transition obligation ....................... 283 303
------ ------
Accrued postretirement benefit cost at end of year ....... $ (284) $ (214)
====== ======
Weighted-Average Plan Assumptions at End of Year:
Discount rate ............................................ 6.5% 7.0%
Annual rate of increase in the cost of medical benefits:
Current year ........................................... 12.0 13.0
Final constant amount .................................. 6.0 6.0
Annual decrease ........................................ 1.0 1.0
</TABLE>

Increasing or decreasing the assumed medical cost trend rate by one
percentage point would not have a significant effect on either the
postretirement benefit obligation at December 31, 1998 or the aggregate of the
service and interest cost components of net periodic postretirement benefit
cost for the year ended December 31, 1998.

Net periodic postretirement benefit cost included the following
components:

<TABLE>
<CAPTION>
1998 1997 1996
------ ------ -----
(IN THOUSANDS)
<S> <C> <C> <C>
Service cost ..................................... $19 $ 19 $17
Interest cost .................................... 47 46 36
Amortization of prior service cost ............... 10 10 10
Amortization of transition obligation ............ 20 20 20
Recognized net actuarial loss .................... 3 5 --
--- ---- ---
Net periodic postretirement benefit cost ......... $99 $100 $83
=== ==== ===
</TABLE>

MATCHING RETIREMENT/SAVINGS PLAN

The Corporation has a matching retirement/savings plan which permits
eligible employees to make contributions to the plan up to a specified
percentage of compensation as defined by the plan. A portion of the employee
contributions are matched by the Corporation based on the plan formula. The
matching contributions amounted to $96,000 in 1998, $85,000 in 1997 and $78,000
in 1996.

36
<PAGE>

FNB CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 10 -- LEASES
Future obligations for minimum rentals under noncancellable operating
lease commitments, primarily relating to premises, are as follows (in
thousands):

<TABLE>
<CAPTION>
YEARS ENDING DECEMBER 31
- ----------------------------------------
<S> <C>
1999 ................................. $ 49
2000 ................................. 47
2001 ................................. 45
2002 ................................. 7
2003 ................................. 3
2004 and later years ................. 44
----
Total minimum lease payments ......... $195
====
</TABLE>

Net rental expense for all operating leases amounted to $55,000 in 1998,
$57,000 in 1997 and $58,000 in 1996. One operating lease for real property
contains a purchase option considered to approximate fair market value.

NOTE 11 -- SUPPLEMENTARY INCOME STATEMENT INFORMATION

Significant components of other expense were as follows:

<TABLE>
<CAPTION>
1998 1997 1996
------ ------ -------
(IN THOUSANDS)
<S> <C> <C> <C>
Stationery, printing and supplies $345 $335 $302
Advertising and marketing ...... 346 123 143
</TABLE>

NOTE 12 -- FNB CORP. (PARENT COMPANY) FINANCIAL DATA

The Parent Company's principal asset is its investment in the Bank
subsidiary, and its principal source of income is dividends from that
subsidiary.

The Parent Company's condensed balance sheets as of December 31, 1998 and
1997, and the related condensed statements of income and cash flows for each of
the years in the three-year period ended December 31, 1998 are as follows:

CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31
-------------------
1998 1997
--------- ---------
(IN THOUSSANDS)
<S> <C> <C>
Assets:
Cash ................................................. $ 943 $ 706
Investment in wholly-owned bank subsidiary ........... 34,041 31,155
Other assets ......................................... 567 423
------- -------
Total assets ....................................... $35,551 $32,284
======= =======
Liabilities and Shareholders' Equity:
Accrued liabilities .................................. $ 549 $ 383
Shareholders' equity ................................. 35,002 31,901
------- -------
Total liabilities and shareholders' equity ......... $35,551 $32,284
======= =======
</TABLE>

37
<PAGE>

FNB CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 12 -- FNB CORP. (PARENT COMPANY) FINANCIAL DATA -- (Continued)

CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-----------------------------
1998 1997 1996
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Income:
Dividends from bank subsidiary ....................................... $1,635 $1,137 $1,383
Other income ......................................................... 2 1 4
------ ------ ------
Total income ....................................................... 1,637 1,138 1,387
------ ------ ------
Operating expenses .................................................... 28 23 16
------ ------ ------
Income before income tax benefit and equity in undistributed net income
of bank subsidiary ................................................... 1,609 1,115 1,371
Income tax benefit .................................................... 9 8 3
------ ------ ------
Income before equity in undistributed net income of bank subsidiary ... 1,618 1,123 1,374
Equity in undistributed net income of bank subsidiary ................. 2,944 2,977 2,463
------ ------ ------
Net income ......................................................... $4,562 $4,100 $3,837
====== ====== ======
</TABLE>

CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
---------------------------------------
1998 1997 1996
----------- ------------- -------------
(IN THOUSANDS)
<S> <C> <C> <C>
Operating activities:
Net income .......................................................................... $ 4,562 $ 4,100 $ 3,837
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed net income of bank subsidiary .............................. (2,944) (2,977) (2,463)
Other, net ......................................................................... (164) (8) (111)
-------- ------- -------
Net cash provided by operating activities ......................................... 1,454 1,115 1,263
-------- ------- -------
Investing activities:
Decrease (increase) in other assets ................................................. 20 (8) (7)
-------- -------- -------
Financing activities:
Common stock issued ................................................................. 241 346 217
Cash dividends paid ................................................................. (1,478) (1,359) (1,081)
-------- ------- -------
Net cash used in financing activities ............................................. (1,237) (1,013) (864)
-------- ------- -------
Net increase in cash .................................................................. 237 94 392
Cash at beginning of year ............................................................. 706 612 220
-------- ------- -------
Cash at end of year ................................................................... $ 943 $ 706 $ 612
======== ======= =======
</TABLE>

NOTE 13 -- CAPITAL ADEQUACY REQUIREMENTS

Certain regulatory requirements restrict the lending of funds by the Bank
to FNB Corp. and the amount of dividends which can be paid to FNB Corp. In
1999, the maximum amount of dividends the Bank can pay to FNB Corp., without
the approval of the Comptroller of the Currency, is $5,921,000 plus an
additional amount equal to the retained net income in 1999 up to the date of
any dividend declaration.

The Bank is required to maintain average reserve balances with the Federal
Reserve Bank based on a percentage of deposits. For the reserve maintenance
period in effect at December 31, 1998, the average daily reserve requirement
was $4,166,000.

38
<PAGE>

FNB CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 13 -- CAPITAL ADEQUACY REQUIREMENTS -- (Continued)

FNB Corp. and the Bank are required to comply with capital adequacy
standards established by the Board of Governors of the Federal Reserve System.
In addition, the Bank is required to comply with prompt corrective action
provisions established by the Federal Deposit Insurance Corporation Improvement
Act. Under capital adequacy guidelines and the regulatory framework for prompt
corrective action, there are minimum ratios of capital to risk-weighted assets.
The capital amounts and classifications are also subject to qualitative
judgments by the regulators about components, risk weightings, and other
factors. Failure to meet minimum capital requirements can initiate certain
mandatory and possibly discretionary actions by regulators that, if undertaken,
could have a material effect on the consolidated financial statements.

Regulatory capital amounts and ratios are set forth in the table below.
The risk-based capital ratios are determined by expressing allowable capital
amounts, defined in terms of Tier I and Tier II, as a percentage of
risk-weighted assets, which are computed by measuring the relative credit risk
of both the asset categories on the balance sheet and various off-balance sheet
exposures. Tier I capital consists primarily of common shareholders' equity and
qualifying perpetual preferred stock, net of goodwill and other disallowed
intangible assets. Tier II capital, which is limited to the total of Tier I
capital, includes allowable amounts of subordinated debt, mandatory convertible
securities, preferred stock and the allowance for loan losses. Total capital,
for risk-based purposes, consists of both Tier I and Tier II capital.

The Bank is well-capitalized under the regulatory framework for prompt
corrective action. To be categorized as well-capitalized, the Bank must meet
minimum total risk-based, Tier I risk-based and Tier I leverage ratios as set
forth in the table below. There are no events or conditions since December 31,
1998 that management believes have changed the Bank's category.

<TABLE>
<CAPTION>
MINIMUM RATIOS
-----------------------------
TO BE WELL
FOR CAPITALIZED
CAPITAL AMOUNT RATIO CAPITAL UNDER PROMPT
--------------------- ----------------------- ADEQUACY CORRECTIVE
1998 1997 1998 1997 PURPOSES ACTION PROVISIONS
---------- ---------- ----------- ----------- ---------- ------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
AS OF DECEMBER 31
Total capital
(to risk-weighted assets):
FNB Corp. ................ $37,482 $34,095 16.05% 15.75% 8.00% N/A
Bank ..................... 36,489 33,298 15.63 15.39 8.00 10.00%
Tier I capital
(to risk-weighted assets):
FNB Corp. ................ 34,965 31,801 14.98 14.69 4.00 N/A
Bank ..................... 33,972 31,004 14.55 14.33 4.00 6.00%
Tier I capital
(to average assets):
FNB Corp. ................ 34,965 31,801 9.89 9.83 4.00 N/A
Bank ..................... 33,972 31,004 9.61 9.58 4.00 5.00%
</TABLE>

NOTE 14 -- SHAREHOLDERS' EQUITY

EARNINGS PER SHARE (EPS)

Basic net income per share, or basic EPS, is computed by dividing net
income by the weighted average number of common shares outstanding for the
period. Diluted EPS reflects the potential dilution that could occur if the
Corporation's dilutive stock options were exercised. The numerator of the basic
EPS computation is the same as the numerator of the diluted EPS computation for
all periods presented. A reconciliation of the denominators of the basic and
diluted EPS computations is as follows:

39
<PAGE>

FNB CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 14 -- SHAREHOLDERS' EQUITY -- (Continued)

<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- ------------
<S> <C> <C> <C>
Basic EPS denominator -- Weighted average number of common shares
outstanding ........................................................ 3,649,875 3,626,132 3,603,866
Dilutive share effect arising from assumed exercise of stock options 144,948 70,252 37,794
--------- --------- ---------
Diluted EPS denominator ............................................. 3,794,823 3,696,384 3,641,660
========= ========= =========
</TABLE>

STOCK OPTIONS

All information presented below has been restated to reflect the 1998
stock split disclosed in Note 1.

The Corporation adopted a stock compensation plan in 1993 that allows for
the granting of incentive and nonqualified stock options to key employees and
directors. Under terms of the plan, options are granted at prices equal to the
fair market value of the common stock on the date of grant. Options become
exercisable after one year in equal, cumulative installments over a five-year
period. No option shall expire later than ten years from the date of grant. A
maximum of 720,000 shares of common stock has been reserved for issuance under
the stock compensation plan. At December 31, 1998, there were 294,900 shares
available under the plan for the granting of additional options.

The Corporation applies APB Opinion No. 25 in accounting for the stock
compensation plan and, accordingly, no compensation cost has been recognized
for stock option grants in the consolidated financial statements. As required
by Statement of Financial Accounting Standards (SFAS) No. 123, disclosures are
presented below for the effect on net income and net income per share that
would result from the use of the fair value based method to measure
compensation costs related to stock option grants in 1995 and subsequent years.
The effect on pro forma net income for 1998, 1997 and 1996 for options granted
prior to 1995 has not been determined. Consequently, the effects of applying
SFAS No. 123 pro forma disclosures during the initial phase-in period may not
be representative of the effects on reported net income in future years.

<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
Net Income:
As reported ........... $ 4,562 $ 4,100 $ 3,837
Pro forma ............. 4,422 4,018 3,803

Net Income Per Share:
Basic:
As reported ............... 1.25 1.13 1.06
Pro forma ................. 1.21 1.11 1.06
Diluted:
As reported ............... 1.20 1.11 1.05
Pro forma ................. 1.17 1.09 1.04
</TABLE>

The weighted-average fair value per share of options granted in 1998, 1997
and 1996 amounted to $11.17, $5.55 and $4.44, respectively. Fair values were
estimated on the date of grant using the Black-Scholes option-pricing model
with the following weighted-average assumptions:

<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Risk-free interest rate .......... 4.70% 5.86% 6.25%
Dividend yield ................... 1.80 1.60 2.50
Volatility ....................... 44.00 26.00 30.00
Expected life .................... 6 years 6 years 6 years
</TABLE>

40
<PAGE>

FNB CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 14 -- SHAREHOLDERS' EQUITY -- (Continued)

A summary of stock option activity is as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
--------------------------------------------------------------------
1998 1997 1996
----------------------- ---------------------- ---------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
------------ ---------- ----------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year 340,800 $12.93 276,100 $11.21 194,750 $ 9.73
Granted ........................ 71,000 27.00 93,000 17.47 95,500 14.00
Exercised ...................... (14,711) 10.47 (9,450) 9.41 (4,850) 8.78
Forfeited ...................... (1,000) 17.50 (18,850) 12.00 (9,300) 10.01
------- ------- -------
Outstanding at end of year ..... 396,089 15.53 340,800 12.93 276,100 11.21
======= ======= =======

Options exercisable at end of year 151,639 11.37 96,500 10.19 54,500 9.15
======= ======= =======
</TABLE>

At December 31, 1998, information concerning stock options outstanding and
exercisable is as follows:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
---------------------------
WEIGHTED
AVERAGE
REMAINING
EXERCISE CONTRACTUAL OPTIONS
PRICE SHARES LIFE (YEARS) EXERCISABLE
- -------------- ---------- -------------- ------------
<S> <C> <C> <C>
$ 8.13 86,489 5.96 66,239
12.00 64,400 6.96 36,400
14.00 82,600 7.96 31,000
16.00 2,000 8.75 400
17.50 89,600 8.96 17,600
27.00 71,000 9.96 --
------ ------
396,089 7.95 151,639
======= =======
</TABLE>

NOTE 15 -- COMMITMENTS

In the normal course of business, various commitments are outstanding that
are not reflected in the consolidated financial statements. At December 31,
1998, a summary of significant commitments is as follows:

<TABLE>
<S> <C>
Commitments to extend credit ........ $61,675,000
Standby letters of credit ........... 181,000
</TABLE>

In management's opinion, these commitments will be funded from normal
operations with not more than the normal risk of loss.

The Bank has entered into two interest rate floor agreements with a
correspondent bank to protect certain variable-rate loans from the downward
effects of their repricing in the event of a decreasing rate environment. The
notional amount of each agreement is $10,000,000. The agreements require the
correspondent bank to pay to the Bank the difference between the floor rate of
interest of 7.50% in one agreement and 8.00% in the other agreement as compared
to the prime rate of interest in the event that the prime rate is less. Any
payments received under the agreements, net of premium amortization, will be
treated as an adjustment of interest income on loans. The Bank's exposure to
credit risk is limited to the ability of the counterparty to make potential
future payments to the Bank that are required pursuant to the agreements. The
Bank's exposure to market risk of loss is limited to the amount of the
unamortized premium. At December 31, 1998, the unamortized premium related to
the interest rate floor agreements amounted to $23,000 and had an estimated
fair value of $30,000.

41
<PAGE>

FNB CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 16 -- FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value
for each class of financial instruments.

CASH AND CASH EQUIVALENTS. For cash on hand, amounts due from banks, and
federal funds sold, the carrying value is considered to be a reasonable
estimate of fair value.

INVESTMENT SECURITIES. The fair value of investment securities is based on
quoted market price, if available. If a quoted market price is not available,
fair value is estimated using quoted market prices for similar securities.

LOANS. The fair value of loans is estimated by discounting the future cash
flows using the current rates at which similar loans would be made to borrowers
with similar credit ratings and for the same remaining maturities.

DEPOSITS. The fair value of noninterest-bearing demand deposits and NOW,
savings and money market deposits is the amount payable on demand at the
reporting date. The fair value of time deposits is estimated using the rates
currently offered for deposits of similar remaining maturities.

BORROWED FUNDS. The carrying value of retail repurchase agreements and
federal funds purchased is considered to be a reasonable estimate of fair
value.

COMMITMENTS. The fair value of commitments to extend credit is considered
to approximate carrying value, since the large majority of these commitments
would result in loans that have variable rates and/or relatively short terms to
maturity. For other commitments, generally of a short-term nature, the carrying
value is considered to be a reasonable estimate of fair value. The various
commitment items are disclosed in Note 15.

The estimated fair values of financial instruments are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1998 DECEMBER 31, 1997
---------------------- ---------------------
ESTIMATED ESTIMATED
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
---------- ----------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
FINANCIAL ASSETS
Cash and cash equivalents ............ $ 12,787 $ 12,787 $ 12,914 $ 12,914
Investment securities:
Available for sale ................. 44,958 44,958 35,126 35,126
Held to maturity ................... 59,813 60,859 51,755 52,234
Net loans ............................ 227,205 228,806 215,157 217,118
FINANCIAL LIABILITIES
Deposits ............................. 304,690 305,913 280,548 281,488
Retail repurchase agreements ......... 11,484 11,484 7,437 7,437
Federal funds purchased .............. 1,545 1,545 2,400 2,400
</TABLE>

The fair value estimates are made at a specific point in time based on
relevant market and other information about the financial instruments. These
estimates do not reflect any premium or discount that could result from
offering for sale at one time the Corporation's entire holdings of a particular
financial instrument nor are potential taxes and other expenses that would be
considered in an actual sale considered. Because no market exists for a
significant portion of the Corporation's financial instruments, fair value
estimates are based on judgments regarding future expected loss experience,
current economic conditions, risk characteristics of various financial
instruments, and such other factors. These estimates are subjective in nature
and involve uncertainties and matters of significant judgment and therefore
cannot be determined with precision. Changes in assumptions could significantly
affect the estimates. In addition, the tax ramifications related to the
realization of the unrealized gains and losses can have a significant effect on
fair value estimates and have not been considered in the estimates.

42
<PAGE>

FNB CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 17 -- TERMINATED ACQUISITION
On June 3, 1997, the Corporation entered into a definitive agreement to
acquire a savings bank in Siler City, North Carolina. Under terms of the
agreement, the savings bank shareholders were to receive $15.50 per share,
either in FNB Corp. common stock or in cash or a combination thereof, subject
to the limitation that FNB Corp. common stock issued in the merger would be not
more than 60% and not less than 50% of the total consideration. On January 28,
1998, as permitted by the agreement, the Board of Directors of the savings bank
exercised its right to terminate the proposed combination due to the increase
in the market value of FNB Corp. common stock above a specified level.

43
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, as of March 26,
1999.

FNB CORP.
(Registrant)

By: /s/ MICHAEL C. MILLER
-------------------------------------
MICHAEL C. MILLER
CHAIRMAN AND PRESIDENT

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated, as of March 26, 1999.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ MICHAEL C. MILLER Chairman and President
- ----------------------------------
MICHAEL C. MILLER

/s/ JERRY A. LITTLE Treasurer and Secretary
- ---------------------------------- (Principal Financial and Accounting Officer)
JERRY A. LITTLE

/s/ JAMES M. CAMPBELL, JR. Director
- ----------------------------------
JAMES M. CAMPBELL, JR.

/s/ DARRELL L. FRYE Director
- ----------------------------------
DARRELL L. FRYE

/s/ WILBERT L. HANCOCK Director
- ----------------------------------
WILBERT L. HANCOCK

/s/ THOMAS A. JORDAN Director
- ----------------------------------
THOMAS A. JORDAN

/s/ R. REYNOLDS NEELY, JR. Director
- ----------------------------------
R. REYNOLDS NEELY, JR.

/s/ RICHARD K. PUGH Director
- ----------------------------------
RICHARD K. PUGH

/s/ J.M. RAMSAY III Director
- ----------------------------------
J.M. RAMSAY III

/s/ CHARLES W. STOUT, M.D. Director
- ----------------------------------
CHARLES W. STOUT, M.D.

/s/ EARLENE V. WARD Director
- ----------------------------------
EARLENE V. WARD
</TABLE>

44
<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ------------- -----------------------------------------------------------------------------------------
<S> <C>
3.10 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.
3.11 Articles of Amendment to Articles of Incorporation of the Registrant, 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.
3.12 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.
3.20 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 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.
10.10 Form of Split Dollar Insurance Agreement dated as of November 1, 1987 between
First National Bank and Trust Company and certain of its key employees and
directors, incorporated herein by reference to Exhibit 19.20 to the Registrant's Form
10-Q Quarterly Report for the quarter ended June 30, 1988.
10.11 Form of Amendment to Split Dollar Insurance Agreement dated as of November 1,
1994 between First National Bank and Trust Company and certain of its key
employees and directors, incorporated herein by reference to Exhibit 10.11 to the
Registrant's Form 10-KSB Annual Report for the fiscal year ended December 31,
1994.
10.30 Copy of Stock Compensation Plan, as amended effective May 12, 1998,
incorporated herein by reference to Exhibit 10.30 to the Registrant's Form 10-Q
Quarterly Report for the quarter ended June 30, 1998.
10.31 Form of Incentive Stock Option Agreement between FNB Corp. and certain of its
key employees, pursuant to the Registrant's Stock Compensation Plan, incorporated
herein by reference to Exhibit 10.31 to the Registrant's Form 10-KSB Annual
Report for the fiscal year ended December 31, 1994.
10.32 Form of Nonqualified Stock Option Agreement between FNB Corp. and certain of
its directors, pursuant to the Registrant's Stock Compensaton Plan, incorporated
herein by reference to Exhibit 10.32 to the Registrant's Form 10-KSB Annual
Report for the fiscal year ended December 31, 1994.
10.40 Copy of Employment Agreement dated as of December 27, 1995 between First
National Bank and Trust Company and Michael C. Miller, incorporated herein by
reference to Exhibit 10.50 to the Registrant's Form 10-KSB Annual Report for the
fiscal year ended December 31, 1995.
21 Subsidiaries of the Registrant.
23 Consent of Independent Auditors.
27 Financial Data Schedule.
</TABLE>

EXHIBIT 21

SUBSIDIARIES OF THE REGISTRANT
-----------------------------

The Registrant has one direct, wholly-owned subsidiary as follows:

First National Bank and Trust Company -
National banking association headquartered in the State of North Carolina

EXHIBIT 23

CONSENT OF INDEPENDENT AUDITORS
-------------------------------

The Board of Directors
FNB Corp.

We consent to incorporation by reference in the registration statement (No.
33-72686) on Form S-8 of FNB Corp. of our report dated March 12, 1999, relating
to the consolidated balance sheets of FNB Corp. and subsidiary as of December
31, 1998 and 1997, and the related consolidated statements of income,
shareholders' equity and comprehensive income and cash flows for each of the
years in the three-year period ended December 31, 1998, which report appears
in the December 31, 1998 annual report on Form 10-K of FNB Corp.

KPMG LLP
March 31, 1999
Greensboro, North Carolina

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
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0
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</TABLE>