Exhibit 24.1
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each of F.N.B. Corporation and
the several undersigned officers and directors thereof whose signatures appear
below, hereby makes, constitutes and appoints each of Peter Mortensen, Stephen
J. Gurgovits and Brian F. Lilly, its and his true and lawful attorney with power
to act without any other and with full power of substitution, to execute,
deliver and file in its and his name and on its and his behalf, and in each of
the undersigned officer's and director's capacity or capacities as shown below,
(a) a Registration Statement of F.N.B. Corporation on Form S-4 (or other
appropriate form) with respect to the registration under the Securities Act of
1933, as amended, of up to 4.25 million shares of common stock, par value $.01
per share, of F.N.B. Corporation, to be issued in exchange for shares of common
stock of Slippery Rock Financial Corporation, upon consummation of the proposed
merger of Slippery Rock Financial Corporation with and into F.N.B. Corporation,
and any and all documents in support thereof or supplements thereto and any and
all amendments, including any and all post-effective amendments, to the
foregoing (hereinafter called the "Registration Statement"), and (b) such
registration statements, petitions, applications, consents to service of process
or other instruments, any and all documents in support thereof or supplemental
thereto, and any and all amendments or supplements to the foregoing, as may be
necessary or advisable to qualify or register the securities covered by said
Registration Statement under such securities laws, regulations or requirements
as may be applicable; and each of F.N.B. Corporation and said officers and
directors hereby grants to said attorney full power and authority to do and
perform each and every act and thing whatsoever as said attorney may deem
necessary or advisable to carry out fully the intent of this power of attorney
to the same extent and with the same effect as F.N.B. Corporation might or could
do, and as each of said officers and directors might or could do personally in
his capacity or capacities as aforesaid, and each of F.N.B. Corporation and said
officers and directors hereby ratifies and confirms all acts and things that
said attorney might do or cause to be done by virtue of this power of attorney
and its, his signature as the same may be signed by said attorney, or any of
them, to any or all of the following (and/or any and all amendments and
supplements to any or all thereof): such Registration Statement under the
Securities Act of 1933, as amended, and all such registration statements,
petitions, applications, consents to service of process and other instruments,
and any and all documents in support thereof or supplemental thereto, under such
securities laws, regulations and requirements as may be applicable.
IN WITNESS WHEREOF, F.N.B. Corporation has caused this power of attorney
to be signed on its behalf, and each of the undersigned officers and directors
of F.N.B. Corporation in the capacity or capacities noted has hereunto set its
or his hand as of the date indicated below. This Power of Attorney may be
executed in counterparts which, when taken together, constitute a single
original thereof.
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F.N.B. CORPORATION
By:/s/ Stephen J. Gurgovits
------------------------------------
Stephen J. Gurgovits,
President and Chief Executive Officer
Signature Title Date
- ------------------------------ --------------------------------------- ------------
/s/ Peter Mortensen Chairman of the Board June 9, 2004
- ------------------------------
Peter Mortensen
/s/ Stephen J. Gurgovits President, Chief Executive Officer and June 9, 2004
- ------------------------------ Director (principal executive officer)
Stephen J. Gurgovits
/s/ Brian F. Lilly Vice President and Chief Financial June 9, 2004
- ------------------------------ Officer (principal financial officer)
Brian F. Lilly
/s/ Tito L. Lima Corporate Controller (principal June 9, 2004
- ------------------------------ accounting officer)
Tito L. Lima
/s/ William B. Campbell Director June 9, 2004
- ------------------------------
William B. Campbell
/s/ Henry M. Ekker Director June 9, 2004
- ------------------------------
Henry M. Ekker
/s/ Robert B. Goldstein Director June 9, 2004
- ------------------------------
Robert B. Goldstein
/s/ Harry F. Radcliffe Director June 9, 2004
- ------------------------------
Harry F. Radcliffe
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/s/ John W. Rose Director June 9, 2004
- ------------------------------
John W. Rose
/s/ William J. Strimbu Director June 9, 2004
- ------------------------------
William J. Strimbu
/s/ Earl K. Wahl, Jr. Director June 9, 2004
- ------------------------------
Earl K. Wahl, Jr.
/s/ Archie O. Wallace Director June 9, 2004
- ------------------------------
Archie O. Wallace
/s/ R. Benjamin Wiley Director June 9, 2004
- ------------------------------
R. Benjamin Wiley
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