UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required)

For the fiscal year ended December 31, 2000
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)

For the transition period from ______________ to ______________

Commission file number 0-8144
------

F.N.B. CORPORATION
-------------------------------------------------
(Exact name of registrant as specified in its charter)

Pennsylvania 25-1255406
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

One F.N.B. Boulevard
Hermitage, Pennsylvania 16148
- ---------------------------------------- ----------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 724-981-6000
----------------------
Securities registered pursuant to Section 12(b) of the Act: NONE
--------------
Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $2 per share
7 1/2% Cumulative Convertible Preferred Stock, Series B, par value $10 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 pre- ceding 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 the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

The registrant estimates that as of February 28, 2001, the aggregate market
value of the voting stock held by non-affiliates of the registrant, computed by
reference to the last sale price as reported in the NASDAQ system for such date,
was approximately $521,084,957.

APPLICABLE ONLY TO CORPORATE REGISTRANTS:
----------------------------------------

As of February 28, 2001, the registrant had outstanding 22,512,653 shares of
common stock having a par value of $2 per share.

Continued

DOCUMENTS INCORPORATED BY REFERENCE

Part of Form 10-K into
DOCUMENT which Document is Incorporated
-------- ------------------------------
Annual Report to Stockholders for fiscal
year ended December 31, 2000 I & II

Definitive proxy statement for the 2001
Annual Meeting of Stockholders to be held on
April 23, 2001 III

FORM 10-K
2000

INDEX

PART I PAGE

Item 1. Business.
General I-2
Statistical Disclosure I-8

Item 2. Properties. I-9

Item 3. Legal Proceedings. I-9

Item 4. Submission of Matters to a Vote of Security Holders. I-9

PART II

Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters. II-1

Item 6. Selected Financial Data. II-1

Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations. II-1

Item 7A. Quantitative and Qualitative Disclosures About Market Risk. II-1

Item 8. Financial Statements and Supplementary Data. II-1

Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. II-1

PART III

Item 10. Directors and Executive Officers of the Registrant. III-1

Item 11. Executive Compensation. III-1

Item 12. Security Ownership of Certain Beneficial Owners and Management. III-1

Item 13. Certain Relationships and Related Transactions. III-1

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. IV-1

Signatures IV-2

Index to Exhibits IV-4

I-1

PART I

ITEM 1. BUSINESS
GENERAL

F.N.B. Corporation (the Corporation) was formed in 1974 as a bank
holding company. The Corporation has two reportable business segments: community
banking and insurance agencies. Refer to "Business Segments" on page 23 of the
Annual Report to Shareholders for the year ended December 31, 2000, which is
incorporated herein by reference. As of December 31, 2000, the Corporation owned
and operated eight community banks and one consumer finance company in
Pennsylvania, southwestern Florida, northern and central Tennessee, eastern Ohio
and southwestern Kentucky. The Corporation also owns two insurance agencies in
northwestern Pennsylvania and three in southwestern Florida. In recent years,
the Corporation has expanded its market presence in southwest Florida through
affiliations with community banks located primarily between Naples and
Clearwater, Florida. During 2000, the Corporation acquired L.J. Kuder, Inc.
(Kuder), an independent insurance agency located in Greenville, Pennsylvania.
Kuder was merged into an existing insurance agency, Gelvin, Jackson & Starr,
Inc. The Corporation also acquired two insurance agencies, Connell & Herrig
Insurance in Sarasota and Englewood, Florida and Altamura Marsh and Associates
in Clearwater, Florida, which were merged into another existing insurance
agency, Roger Bouchard Insurance, Inc. Additionally, the Corporation's consumer
finance subsidiary expanded its size with the purchase of 8 consumer finance
offices in Tennessee.

The Corporation regularly evaluates the potential acquisition of, and
holds discussions with, various acquisition candidates and as a general rule the
Corporation publicly announces such acquisitions only after a definitive
agreement has been reached.

The Corporation, through its subsidiaries, provides a full range of
financial services, principally to consumers and small- to medium-size
businesses in its market areas. The Corporation's business strategy has been to
focus primarily on providing quality, community-based financial services adapted
to the needs of each of the markets it serves. The Corporation has emphasized
its community orientation by preserving the names and local boards of directors
of its subsidiaries, by allowing its subsidiaries certain autonomy in
decision-making and thus enabling them to respond to customer requests more
quickly, and by concentrating on transactions within its market areas. However,
while the Corporation has sought to preserve the identities and autonomy of its
subsidiaries, it has established centralized legal, loan review, accounting,
investment, audit, loan operations and data processing functions. The
centralization of these processes has enabled the Corporation to maintain
consistent quality of these functions and to achieve certain economies of scale.

The Corporation's lending philosophy is to minimize credit losses by
following strict credit approval standards (which include independent analysis
of realizable collateral value), diversifying its loan portfolio by industry and
borrower and conducting ongoing review and management of the loan portfolio. The
Corporation is an active residential mortgage lender, and its commercial loans
are generally to established businesses within its market areas. The Corporation
does not have a significant amount of construction loans and has no highly
leveraged transaction loans.

I-2
5

No material portion of the deposits of the Corporation's bank
subsidiaries has been obtained from a single or small group of customers, and
the loss of any customer's deposits or a small group of customers' deposits
would not have a material adverse effect on the business of the Corporation. The
majority of the deposits held by the Corporation's bank subsidiaries have been
generated within the respective subsidiary's market area.

Following is information as of December 31, 2000 for the Corporation's
community bank and consumer finance subsidiaries (including the year established
and location of principal office for each). All subsidiaries are wholly-owned by
the Corporation (dollars in thousands).

NUMBER
TOTAL TOTAL OF
COMMUNITY BANK SUBSIDIARIES: ASSETS DEPOSITS OFFICES
------ -------- -------

First National Bank of Pennsylvania (Est. 1864)
Hermitage, Pennsylvania........................ $1,328,721 $1,169,510 35
First National Bank of Naples (Est. 1988)
Naples, Florida................................ 843,019 580,115 9
Cape Coral National Bank (Est. 1994)
Cape Coral, Florida............................ 390,009 346,048 5
First National Bank of Florida (Est. 1997)
Clearwater, Florida............................ 340,557 296,214 11
Metropolitan National Bank (Est. 1922)
Youngstown, Ohio............................... 306,125 259,617 12
West Coast Guaranty Bank, N.A. (Est. 1999)
Sarasota, Florida.............................. 273,795 225,125 7
Reeves Bank (Est. 1868)
Beaver Falls, Pennsylvania..................... 171,052 155,729 8
First National Bank of Fort Myers (Est. 1989)
Fort Myers, Florida............................ 110,032 95,195 2
---------- ---------- --
$3,763,310 $3,127,553 89
========== ========== ==
CONSUMER FINANCE SUBSIDIARY:
Regency Finance Company (Est. 1927)
Hermitage, Pennsylvania........................ $ 153,152 51
========== ==

The Corporation's insurance agencies, Gelvin, Jackson & Starr, Inc.
(GJS) and Roger Bouchard Insurance, Inc. (RBI), have six and five offices,
respectively.

The Corporation has five other subsidiaries, Penn-Ohio Life Insurance
Company, Est. 1981 (Penn-Ohio), First National Corporation, formerly F.N.B.
Investment Corporation), Est. 1997 (FNC), Customer Service Center of F.N.B.,
L.L.C., Est. 1996 (Customer Service), Mortgage Service Corporation, Est. 1944
(Mortgage Service), and F.N.B. Building Corporation, Est. 1987 (F.N.B.
Building). Penn-Ohio underwrites, as a reinsurer, credit life and accident and
health insurance sold by the Corporation's subsidiaries. FNC holds equity
securities and other assets for the holding company. Customer Service provides
data processing and other services to the affiliates of the Corporation.
Mortgage Service services mortgage loans for unaffiliated financial institutions
and F.N.B. Building owns real estate that is leased to certain affiliates.

I-3

OPERATIONS OF THE BANK SUBSIDIARIES

The Corporation's bank subsidiaries offer services traditionally offered
by full-service commercial banks, including commercial and individual demand and
time deposit accounts and commercial, mortgage and individual installment loans.
In addition to traditional banking products, the Corporation's bank subsidiaries
offer various alternative investment products, including mutual funds and
annuities.

In addition, First National Trust Company, a subsidiary of First
National Bank of Pennsylvania, is a national trust company formed in January
1999, which provides a broad range of personal and corporate fiduciary services,
including the administration of decedent and trust estates. The Corporation's
banking affiliates, First National Bank of Florida and West Coast Guaranty Bank,
N.A., also operate full-service trust departments. As of December 31, 2000, the
market value of corporate-wide trust assets under management totaled $1.0
billion.

OPERATIONS OF THE INSURANCE AGENCIES

The Corporation's insurance agencies are full-service insurance
companies offering all lines of commercial and personal insurance through major
carriers.

OPERATIONS OF THE CONSUMER FINANCE SUBSIDIARY

The Corporation's consumer finance subsidiary, Regency Finance Company
(Regency), is involved principally in making personal installment loans to
individuals and purchasing installment sales finance contracts from retail
merchants. Such activity is primarily funded through the sale of the
Corporation's subordinated notes at Regency's branch offices.

MARKET AREA AND COMPETITION

The Corporation, through its subsidiaries, currently operates 151
offices in Pennsylvania, southwestern Florida, northern and central Tennessee,
eastern Ohio and southwestern Kentucky. The economies of the primary market
areas in which the Corporation's Pennsylvania and Ohio subsidiaries operate have
evolved during the past decade from ones dominated by heavy industry to ones
which have a more diversified mix of light manufacturing, service and
distribution industries. This area is served by Interstate Routes 90, 76, 79 and
80, and is located at the approximate midpoint between New York City and
Chicago. The area is also close to the Great Lakes shipping port of Erie and the
Greater Pittsburgh International Airport. The Corporation's Florida subsidiaries
operate in a five county area represented by high growth and median family
income levels. The industries served in this market include a diversified mix of
tourism, construction, services, light manufacturing, distribution and
agriculture. The market extends north to Tampa and south through Naples and is
served by Interstate 75 and U.S. Highway 41.

The Corporation's subsidiaries compete with a large number of other
financial institutions, such as commercial banks, savings banks, savings and
loan associations, credit life insurance companies, mortgage banking companies,
consumer finance companies, credit unions and commercial finance and leasing
companies, many of which have greater resources than the Corporation, for
deposits, loans and service business. Money market mutual funds, insurance
agencies, brokerage houses and similar institutions currently provide many of
the financial services offered by the Corporation's subsidiaries.

I-4

In the consumer finance subsidiary's market areas, the active
competitors include banks, credit unions and national, regional and local
consumer finance companies, some of which have substantially greater resources
than that of the consumer finance subsidiary. The ready availability of consumer
credit through charge accounts and credit cards constitutes additional
competition. The principal methods of competition include the rates of interest
charged for loans, the rates of interest paid to obtain funds and the
availability of customer services.

With reciprocal interstate banking, the Corporation also faces the
prospect of additional competitors entering its markets as well as additional
competition in its efforts to acquire other subsidiaries and branches throughout
Pennsylvania, Florida, Ohio and in other neighboring states. (See "Regulation
and Supervision.")

EMPLOYEES

As of February 28, 2001, the Corporation and its subsidiaries had 1,554
full-time and 313 part-time employees. Management of the Corporation considers
its relationship with its employees to be satisfactory.

MERGERS, ACQUISITIONS AND DIVESTITURE

See "Mergers, Acquisitions and Divestiture" footnote in the Notes to
Consolidated Financial Statements, which is incorporated by reference to the
Corporation's Annual Report to Stockholders.

CHARTER CONSOLIDATION

On January 9, 2001, the Corporation announced a plan to consolidate its
Florida banks under one charter, First National Bank of Naples, which will
change its name to First National Bank of Florida. The consolidation of the
Florida banks occurred on February 16, 2001. Additionally, the Corporation
announced its plans to consolidate its Pennsylvania banks under one charter,
First National Bank of Pennsylvania. See "Subsequent Events" footnote in the
Notes to Consolidated Financial Statements, which is incorporated by reference
to the Corporation's Annual Report to Stockholders.

REGULATION AND SUPERVISION

Bank holding companies, banks and consumer finance companies are
extensively regulated under both federal and state law. The following summary
information describes statutory or regulatory provisions. It is qualified by
reference to the particular statutory and regulatory provisions. Any change in
applicable law or regulation may have a material effect on the business and
prospects of the Corporation and its subsidiaries.

The regulation and examination of the Company and its subsidiaries are
designed primarily for the protection of depositors and not the Corporation or
its stockholders.

BANK HOLDING COMPANIES

The Corporation is registered as a financial holding company under the
Bank Holding Company Act of 1956 (BHCA) and, as such, is subject to regulation
by the Federal Reserve Board (FRB). As a bank holding company, the Corporation
is required to file with the FRB an annual report and such additional
information as the FRB may require pursuant to the BHCA. The FRB may also make
examinations of the Corporation.

I-5

The BHCA requires the prior approval of the FRB in any case where a bank
holding company proposes to acquire direct or indirect ownership or control of
more than 5% of the voting shares of any bank (unless it owns a majority of such
bank's voting shares) or otherwise to control a bank or to merge or consolidate
with any other bank holding company. The Riegle-Neal Interstate Banking and
Branching Efficiency Act of 1994 authorizes the FRB to permit a bank holding
company that meets all applicable capital requirements to acquire control, or
substantially all of the assets, of a bank located in another state that is not
the bank holding company's home state, regardless of whether the other state
prohibits such transaction.

In approving acquisitions by bank holding companies of banks, the FRB
considers a number of factors, including the expected benefits to the public,
such as greater convenience, increased competition or gains in efficiency, as
weighed against the risks of possible adverse effects, such as undue
concentration of resources, decreased or unfair competition, conflicts of
interest or unsound banking practices. The FRB is also empowered to
differentiate between new activities and activities commenced through
acquisition of a going concern.

Bank holding companies and their subsidiary banks are also subject to
the provisions of the Community Reinvestment Act of 1977 (CRA). Under the terms
of the CRA, the FRB (or other appropriate bank regulatory agency) is required,
in connection with its examination of a financial institution, to assess the
financial institution's record in meeting the credit needs of the communities
served by the financial institution, including low and moderate-income
neighborhoods. Further, such assessment is also required of any financial
institution which has applied to (i) obtain a federally-regulated financial
institution charter; (ii) obtain deposit insurance coverage for a newly
chartered institution; (iii) establish a new branch office that will accept
deposits; (iv) relocate an office; or (v) merge or consolidate with, or acquire
the assets or assume the liabilities of, a federally-regulated financial
institution. In the case of a bank holding company applying for approval to
acquire a bank, savings and loan, or other bank holding company, the FRB will
assess the record of each subsidiary of the applicant bank holding company, and
such records may be the basis for denying the application or imposing conditions
in connection with approval of the application.

The Gramm Leach-Bliley Act of 1999 (the Act) was enacted on November 12,
1999. The Act permits the creation of new financial services holding companies
that can offer a full range of financial and banking products and services. The
Act eliminates legal barriers which previously prevented affiliations among
banks and bank holding companies with securities firms, insurance companies and
other financial services companies. The Corporation is qualified under the Act
as a "Financial Holding Company" and can expand into a wide variety of products
and services that are financial in nature, provided that its depository
institution subsidiaries are well managed, well capitalized and have received a
"Satisfactory" rating on their last Community Reinvestment Act Examinations.

The Act preserves the role of the Federal Reserve Board as the umbrella
supervisor for holding companies while at the same time incorporating a system
of functional regulation designed to assure that various financial activities
are overseen by the appropriate state or federal regulator with the
corresponding regulatory experience and expertise. Banking related activities
are supervised by the banking regulators, securities activities are regulated by
the Securities and Exchange Commission and state regulators, and insurance
activities are regulated by the state insurance regulators.

I-6

BANKS

The Corporation's bank subsidiaries are supervised and regularly
examined (including off-site monitoring) by the Office of the Comptroller of
Currency (OCC), the Federal Deposit Insurance Corporation (FDIC), the FRB, and
the Pennsylvania Department of Banking. The various laws and regulations
administered by these regulatory agencies affect corporate practices, such as
payment of dividends, incurring debt, acquisition of financial institutions and
other companies, and affect business practices and operations, such as payment
of interest on deposits, the charging of interest on loans, types of business
conducted and location of offices.

The Act permits the establishment of financial subsidiaries that may engage
in a full array of financial services. The Act creates a mechanism for
coordination between the Federal Reserve Board and the Secretary of Treasury
regarding the approval of new financial activities that may be engaged in by
financial subsidiaries. Also, the Act repeals the blanket exemption that banks
had from the definition of "broker" and "dealer" under the Securities Exchange
Act and replaces it with a set of limited exemptions that allow the continuation
of some traditional banking related transactions performed by banks. Further,
the bank exclusion under the Securities Exchange Act from the definition of
"investment advisor" was also eliminated under the Act.

The Act identifies the following as permissible financial activities for
holding companies (and financial subsidiaries of banks) and permits the Federal
Reserve Board in consultation with the Secretary of the Treasury to expand such
permitted financial activities if it is determined that the activity is
financial in nature or incidental thereto or otherwise complimentary to a
permitted financial activity and does not pose safety and soundness risks: (i)
lending, investing or safeguarding money or securities; (ii) underwriting
insurance or annuities or acting as an insurance or annuity principal, agent or
broker; (iii) providing financial or investment advice; (iv) issuing or selling
interest in pools of assets (e.g. securitizations) that a bank may hold; (v)
underwriting, dealing in or making markets in securities; (vi) engaging in
activities that the Federal Reserve Board has determined to be closely related
to banking; (vii) engage in activities permitted for bank holding companies
operating outside of the United States; (viii) merchant banking; or (ix)
insurance portfolio investing.

CONSUMER FINANCE SUBSIDIARY

The Corporation's consumer finance subsidiary is subject to regulation
under Pennsylvania, Tennessee, Ohio and Kentucky state laws which require, among
other things, that it maintain licenses for consumer finance operations in
effect for each of its offices. Representatives of the Pennsylvania Department
of Banking, the Tennessee Department of Financial Institutions, the Ohio
Division of Consumer Finance and the Commonwealth of Kentucky Department of
Financial Institutions periodically visit the offices of the consumer finance
subsidiary and conduct extensive examinations in order to determine compliance
with such laws and regulations. Such examinations include a review of loans and
the collateral thereof, as well as a check of the procedures employed for making
and collecting loans. Additionally, the consumer finance subsidiary is subject
to certain federal laws which require that certain information relating to
credit terms be disclosed to customers and afford customers in certain instances
the right to rescind transactions.

I-7

INSURANCE AGENCIES

The Corporation's insurance agencies are subject to licensing
requirements and extensive regulation under the laws of the United States and
its various states. These laws and regulations are primarily for the benefit of
clients. In all jurisdictions, the applicable laws and regulations are subject
to amendment or interpretation by regulatory authorities. Generally, such
authorities are vested with relatively broad discretion to grant, renew and
revoke licenses and approvals, and to implement regulations. Licenses may be
denied or revoked for various reasons, including the violation of such
regulations, conviction of crimes and the like. Possible sanctions which may be
imposed for violation of regulations include the suspension of individual
employees, limitations on engaging in a particular business for a specified
period of time, revocation of licenses, censures and fines.

LIFE INSURANCE SUBSIDIARY

Penn-Ohio is subject to examination on a triennial basis by the Arizona
Department of Insurance. Representatives of the Department of Insurance will
periodically determine whether Penn-Ohio has maintained required reserves,
established adequate deposits under a reinsurance agreement and complied with
reporting requirements under Arizona statutes.

GOVERNMENTAL POLICIES

The operations of the Corporation and its subsidiaries are affected not
only by general economic conditions, but also by the policies of various
regulatory authorities. In particular, the FRB regulates money and credit and
interest rates in order to influence general economic conditions. These policies
have a significant influence on overall growth and distribution of loans,
investments and deposits and affect interest rates charged on loans or paid for
time and savings deposits. FRB monetary policies have had a significant effect
on the operating results of all financial institutions in the past and may
continue to do so in the future.

STATISTICAL DISCLOSURE

Statistical disclosure information regarding the Corporation is included
in the Management's Discussion and Analysis, which is incorporated by reference
to the Corporation's Annual Report to Stockholders (see Part II, Item 7 below).
The following information is contained therein:

I. Distribution of Assets, Liabilities and Stockholders' Equity;
Interest Rates and Interest Differential

II. Investment Portfolio

III. Loan Portfolio

IV. Summary of Loan Loss Experience

V. Deposits

VI. Return on Equity and Assets

VII. Short-Term Borrowings

I-8

ITEM 2. PROPERTIES

The Corporation operates a six-story building in Hermitage, Pennsylvania
which serves as its northern executive offices and shares this facility with its
lead banking affiliate, First National Bank of Pennsylvania. The Corporation
also owns an eight-story building in Naples, Florida, which serves as its
Florida executive and administrative offices and shares this facility with First
National Bank of Naples.

The banking, consumer finance and insurance company offices are located
in 23 counties in Pennsylvania, 5 counties in southwestern Florida, 18 counties
in northern and central Tennessee, 6 counties in eastern Ohio and 1 county in
southwestern Kentucky. At December 31, 2000, the Corporation's subsidiaries
owned 67 of the Corporation's 151 offices and leased the remaining 84 offices
under operating leases expiring at various dates through the year 2087. For
additional information regarding the lease commitments, see the Premises and
Equipment footnote in the Annual Report to Stockholders.

ITEM 3. LEGAL PROCEEDINGS

The Corporation and persons to whom the Corporation may have
indemnification obligations, in the normal course of business are subject to
various pending and threatened lawsuits in which claims for monetary damages are
asserted. Management, after consultation with outside legal counsel, does not at
the present time anticipate that the ultimate liability, arising out of such
pending and threatened lawsuits will have a material adverse effect on the
Corporation's financial position. At the present time, management is not in a
position to determine whether any pending or threatened litigation will have a
material adverse effect on the Corporation's results of operation in any future
reporting period.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of 2000.

I-9

PART II

Information relating to Items 5, 6, 7 and 8 is provided in the
Corporation's 2000 Annual Report to Stockholders under the captions and on the
pages indicated below, and is incorporated herein by reference:

PAGES IN 2000
ANNUAL REPORT
CAPTION IN 2000 ANNUAL REPORT TO STOCKHOLDERS TO STOCKHOLDERS

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED SHAREHOLDER MATTERS 41

ITEM 6. SELECTED FINANCIAL DATA 28

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 30-40

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK 33-35

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 1-27,29

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

II-1

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information relating to this item, except Kevin C. Hale, is provided in
the Corporation's definitive proxy statement filed with the Securities and
Exchange Commission in connection with its annual meeting of stockholders to be
held April 23, 2001. Such information is incorporated herein by reference. Kevin
C. Hale is Executive Vice President - Chief Operating Officer, Florida Division
of F.N.B. Corporation. Previously, he was Senior Executive Vice President, Sun
Trust Bank of South Florida (1999-2000) and President and Chief Operating
Officer of Sun Trust Bank of Southwest Florida (1994-1999).

ITEM 11. EXECUTIVE COMPENSATION

Information relating to this item is provided in the Corporation's
definitive proxy statement filed with the Securities and Exchange Commission in
connection with its annual meeting of stockholders to be held April 23, 2001.
Such information is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

III-1

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) 1. FINANCIAL STATEMENTS

The following consolidated financial statements of F.N.B.
Corporation and subsidiaries and report of independent auditors,
included in the Corporation's 2000 Annual Report to Stockholders,
are incorporated herein by reference:

PAGES IN 2000
ANNUAL REPORT
TO STOCKHOLDERS
Consolidated Balance Sheet 1
Consolidated Income Statement 2
Consolidated Statement of Stockholders' Equity 3
Consolidated Statement of Cash Flows 4
Notes to Consolidated Financial Statements 5 - 27
Report of Independent Auditors 27
Quarterly Earnings Summary 29

(a) 2. FINANCIAL STATEMENT SCHEDULES

All Schedules are omitted because they are not applicable.

(a) 3. EXHIBITS

The exhibits filed or incorporated by reference as a part of this
report are listed in the Index to Exhibits which appears at page IV-4
and are incorporated by reference.

(b) REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the fourth quarter of 2000.

IV-1

15
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.

F.N.B. CORPORATION

By /s/Gary L. Tice
-------------------------------------
Gary L. Tice, Chief Executive Officer

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 and on the dates indicated.

/s/Peter Mortensen Chairman and Director February 20, 2001
- ---------------------------
Peter Mortensen

/s/Stephen J. Gurgovits Vice Chairman and Director February 20, 2001
- ---------------------------
Stephen J. Gurgovits

/s/Gary L. Tice President, Chief Executive February 20, 2001
- --------------------------- Officer and Director
Gary L. Tice (Principal Executive Officer)

/s/Kevin C. Hale Executive Vice President February 20, 2001
- ---------------------------
Kevin C. Hale

/s/William J. Rundorff Executive Vice President February 20, 2001
- ---------------------------
William J. Rundorff

/s/John D. Waters Vice President and February 20, 2001
- --------------------------- Chief Financial Officer
John D. Waters (Principal Financial and
Accounting Officer)

Director
- ---------------------------
W. Richard Blackwood

Director
- ---------------------------
Alan C. Bomstein

/s/William B. Campbell Director February 20, 2001
- ---------------------------
William B. Campbell

IV-2

/s/Charles T. Cricks Director February 20, 2001
- ---------------------------
Charles T. Cricks

/s/Henry M. Ekker Director February 20, 2001
- ---------------------------
Henry M. Ekker

/s/James S. Lindsay Director February 20, 2001
- ---------------------------
James S. Lindsay

Director
- ---------------------------
Paul P. Lynch

/s/Edward J. Mace Director February 20, 2001
- ---------------------------
Edward J. Mace

- --------------------------- Director
Robert S. Moss

- ---------------------------
Director
William A. Quinn

/s/William J. Strimbu Director February 20, 2001
- ---------------------------
William J. Strimbu

/s/Archie O. Wallace Director February 20, 2001
- ---------------------------
Archie O. Wallace

/s/James T. Weller Director February 20, 2001
- ---------------------------
James T. Weller

- --------------------------- Director
Eric J. Werner

- --------------------------- Director
R. Benjamin Wiley

- --------------------------- Director
Donna C. Winner

IV-3

INDEX TO EXHIBITS

The following exhibits are filed or incorporated by reference as part of
this report:

3.1. Restated Articles of Incorporation of the Corporation as currently in
effect and any amendments thereto. (incorporated by reference to Exhibit
3.1. of the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996).

3.2. By-laws of the Corporation as currently in effect. (incorporated by
reference to Exhibit 4 of the Corporation's Form 10-Q for the quarter
ended June 30, 1994).

4 The rights of holders of equity securities are defined in portions of
the Restated Articles of Incorporation and By-laws. The Restated
Articles of Incorporation are incorporated by reference to Exhibit 3.1.
of the registrant's Form 10-K for the year ended December 31, 1996. The
By-laws are incorporated by reference to Exhibit 4 of the registrant's
Form 10-Q for the quarter ended June 30, 1994. A designation statement
defining the rights of F.N.B. Corporation Series A - Cumulative
Convertible Preferred Stock is incorporated by reference to Form S-14,
Registration Statement of F.N.B. Corporation, File No. 2-96404. A
designation statement defining the rights of F.N.B. Corporation Series B
- Cumulative Convertible Preferred Stock is incorporated by reference to
Exhibit 4 of the registrant's Form 10-Q for the quarter ended June 30,
1992. The Corporation agrees to furnish to the Commission upon request
copies of all instruments not filed herewith defining the rights of
holders of long-term debt of the Corporation and its subsidiaries.

10.1. Form of agreement regarding deferred payment of directors' fees by First
National Bank of Pennsylvania. (incorporated by reference to Exhibit
10.1. of the Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993).

10.2. Form of agreement regarding deferred payment of directors' fees by
F.N.B. Corporation. (incorporated by reference to Exhibit 10.2. of the
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993).

10.3. Form of Deferred Compensation Agreement by and between First National
Bank of Pennsylvania and four of its executive officers. (incorporated
by reference to Exhibit 10.3. of the Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1993).

10.4. Revised and Restated Amendment No. 2 to Employment Agreement between
F.N.B. Corporation and Peter Mortensen. (incorporated by reference to
Exhibit 10.5. of the Corporation's Form 10-Q for the quarter ended
September 30, 1996). Continuation of Employment Agreement. (incorporated
by reference to Exhibit 10.4. of the Corporation's Annual Report on Form
10-K for the year ended December 31, 1998).

10.5. Employment Agreement between F.N.B. Corporation and Stephen J.
Gurgovits. (incorporated by reference to Exhibit 10.5. of the
Corporation's Annual Report on Form 10-K for the year ended December 31,
1998).

IV-4

10.6. Employment Agreement between F.N.B. Corporation and William J. Rundorff.
(incorporated by reference to exhibit 10.9 of the Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31, 1991).
Amendment No. 2 to Employment Agreement. (incorporated by reference to
Exhibit 10.8. of the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995).

10.7. Basic Retirement Plan (formerly the Supplemental Executive Retirement
Plan) of F.N.B. Corporation effective January 1, 1992. (incorporated by
reference to Exhibit 10.9. of the Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1993).

10.8. F.N.B. Corporation 1990 Stock Option Plan as amended effective February
2, 1996. (incorporated by reference to Exhibit 10.10. of the
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995).

10.9. F.N.B. Corporation Restricted Stock Bonus Plan dated January 1, 1994.
(incorporated by reference to Exhibit 10.11. of the Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993).

10.10. Employment Agreement between F.N.B. Corporation and John D. Waters.
(incorporated by reference to Exhibit 10.13. of the Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995).

10.11. F.N.B. Corporation Restricted Stock and Incentive Bonus Plan.
(incorporated by reference to Exhibit 10.13. of the Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995).

10.12. F.N.B. Corporation 1996 Stock Option Plan. (incorporated by reference to
Exhibit 10.13. of the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995).

10.13. F.N.B. Corporation Director's Compensation Plan. (incorporated by
reference to Exhibit 10.13. of the Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1995).

10.14. F.N.B. Corporation 1998 Director's Stock Option Plan. (incorporated by
reference to Exhibit 10.14. of the Corporation's Annual Report on Form
10-K for the year ended December 31, 1998).

10.15. Employment Agreement between F.N.B. Corporation and Gary L. Tice.
(incorporated by reference to Exhibit 10.1. of the Corporation's Form
10-Q for the quarter ended June 30, 1999).

10.16. Employment Agreement between F.N.B. Corporation and Kevin C. Hale.
(incorporated by reference to Exhibit 10.16. of the Corporation's Form
10-Q for the quarter ended June 30, 2000).

13 Annual Report to Stockholders. (filed herewith).

21 Subsidiaries of the Registrant. (filed herewith).

23.1 Consent of Ernst & Young LLP, Independent Auditors. (filed herewith).

23.2 Consent of Bobbitt, Pittenger & Company, Independent Auditors. (filed
herewith).

IV-5

99.1 Report of Independent Auditors, Bobbitt, Pittenger & Company for the
1998 Audit of Guaranty Bank & Trust Company. (filed herewith).

IV-6