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, 1995

[ ] 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)

Hermitage Square
Hermitage, Pennsylvania 16148
- -------------------------------------- ----------------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 412-981-6000

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 January 31, 1996, 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 $182,346,650.

APPLICABLE ONLY TO CORPORATE REGISTRANTS:

As of January 31, 1996, the registrant had outstanding 8,602,400 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, 1995 I & II

Definitive proxy statement for the 1996 Annual
Meeting of Stockholders to be held on April 24, 1996 III

FORM 10-K
1995

INDEX

PART I PAGE

Item 1. Business
General I-2
Statistical Disclosure I-10

Item 2. Properties I-11

Item 3. Legal Proceedings I-12

Item 4. Submission of Matters to a Vote of Security Holders I-12

Executive Officers of the Registrant I-13

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 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-6

I-1

PART I

ITEM 1. BUSINESS
GENERAL

F.N.B. Corporation (the Corporation) was formed in 1974 as the holding
company of its then sole subsidiary, First National Bank of Mercer County.
Since its formation, the Corporation has acquired and currently operates four
other banks, one savings and loan and one consumer finance company in
Pennsylvania, eastern Ohio and western New York. During 1992, First National
Bank of Mercer County completed an acquisition of the fixed assets, certain
loans, deposits and related accruals of ten branches of the former The First
National Bank of Pennsylvania and three branch offices of Marine Bank. At the
same time, First National Bank of Mercer County changed its name to First
National Bank of Pennsylvania (First National).

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 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 credit analysis,
loan review, investment, audit 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 uniform credit approval standards (which include independent analysis
of realizable collateral value), diversifying its loan portfolio, maintaining a
relatively modest average loan size 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 local
businesses. The Corporation does not have a significant amount of construction
loans and has no highly leveraged transaction loans or loans to foreign
countries.

No material portion of the deposits of the Corporation's bank or savings
and loan 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.

Information as of December 31, 1995 for the Corporation's bank, savings
and loan and consumer finance subsidiaries (including the year established and
location of principal office for each) is set forth below. All subsidiaries
are wholly-owned by the Corporation. In January 1995, the holders of a
minority interest in First County Bank exchanged their First County stock for
shares of the Corporation's common stock.

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NUMBER OF
TOTAL ASSETS BRANCH
BANK SUBSIDIARIES: (IN THOUSANDS) OFFICES
-------------- --------

First National Bank of Pennsylvania (Est. 1864)
Hermitage, Pennsylvania.................................. $ 906,123 29
The Metropolitan Savings Bank of Ohio (Est. 1922)
Youngstown, Ohio......................................... 339,076 11
Reeves Bank (Est. 1868)
Beaver Falls, Pennsylvania............................... 132,829 9
Bucktail Bank and Trust Company (Est. 1928)
Emporium, Pennsylvania................................... 114,200 7
First County Bank (Est. 1987)
Chardon, Ohio............................................ 43,837 2
---------- --
$1,536,065 58
========== ==
SAVINGS AND LOAN SUBSIDIARY:
Dollar Savings Association (Est. 1898)
New Castle, Pennsylvania................................. $ 85,874 2
========== ==

CONSUMER FINANCE SUBSIDIARY:
Regency Finance Company (Est. 1927)
Hermitage, Pennsylvania.................................. $ 100,060 33
========== ==

The Corporation has three other subsidiaries, Penn-Ohio Life Insurance
Company, Est. 1981 (Penn-Ohio), 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. These activities are
incidental to the Corporation's banking business. Mortgage Service services
mortgage loans for unaffiliated financial institutions and F.N.B. Building
owns real estate that is leased to certain affiliates.

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, commercial, mortgage and individual installment
loans, credit card services through correspondent banks, night depository,
automated teller services, computer services, safe deposit boxes, money order
services, travelers checks, government savings bonds, food stamp sales and
utility bill payments.

In addition, First National and Bucktail Bank and Trust Company
(Bucktail) operate trust departments which offer a broad range of personal and
corporate fiduciary services, including the administration of decedent and
trust estates. As of December 31, 1995, trust assets under management at First
National and Bucktail totaled $266.4 million.

OPERATIONS OF THE SAVINGS AND LOAN SUBSIDIARY

The Corporation's savings and loan subsidiary provides lending and
depositor services typically offered by savings and loan associations,
emphasizing residential mortgage lending while maintaining an increasing level
of activity as a commercial lender.

In December 1995, First National and Dollar Savings Association agreed
to merge, with First National being the survivor. The relevant applications
with federal and state regulatory authorities are pending and the merger
transaction is expected to be completed during the second quarter of 1996.

OPERATIONS OF THE CONSUMER FINANCE SUBSIDIARY

The Corporation's consumer finance subsidiary is involved principally in
making personal installment loans to individuals and purchasing installment
sales finance contracts from retail merchants and automobile dealerships. Such
activity is funded by advances from the Corporation which are available from
the sale of the Corporation's subordinated notes.

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REGULATION AND SUPERVISION

Bank holding companies, banks, savings and loan holding companies,
savings and loan associations and consumer finance companies are extensively
regulated under both federal and state law. To the extent that the following
information describes statutory or regulatory provisions, it is qualified in
its entirety 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 bank holding company under the Bank
Holding Company Act of 1956 (BHCA) and, as such, is subject to regulation by
the Federal Reserve Board. As a bank holding company, the Corporation is
required to file with the Federal Reserve Board an annual report and such
additional information as the Federal Reserve Board may require pursuant to the
BHCA. The Federal Reserve Board may also make examinations of the Corporation.

The BHCA requires the prior approval of the Federal Reserve Board 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. Effective
September 29, 1995, the Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 authorizes the Federal Reserve Board 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.

The BHCA also prohibits a bank holding company, with certain exceptions,
from acquiring more than 5% of the voting shares of any company that is not a
bank and from engaging in any business other than banking or managing or
controlling banks. Under the BHCA, the Federal Reserve Board is authorized to
approve the ownership of shares by a bank holding company in any company the
activities of which the Federal Reserve has determined to be so closely related
to banking or to managing or controlling banks as to be a proper incident
thereto. The Federal Reserve Board has by regulation determined that certain
activities are closely related to banking within the meaning of the BHCA.
These activities, which are listed in Regulation Y of the Federal Reserve
Board, include: operating a mortgage company, finance company, credit card
company or factoring company; performing certain data processing operations;
providing investment and finance advice; and acting as an insurance agent for
certain types of credit-related insurance.

Activities which the Federal Reserve Board has approved by order in
connection with specific applications by bank holding companies include the
operation of a credit card bank or other non-bank banks, certain expanded
student loan servicing activities, the buying and selling of gold and silver
bullion and silver coin for the account of customers and for itself, the
provision of certain financial office services, the printing and sale of checks
and similar documents, underwriting and dealing in commercial paper, certain
municipal revenue bonds and one to four family mortgage backed securities,
subject to certain conditions, and underwriting and dealing in corporate debt
or equity securities, subject to certain conditions. Bank holding companies
also are permitted to acquire savings associations subject to the applicable
requirements of the BHCA.

In approving acquisitions by bank holding companies of banks and
companies engaged in banking-related activities, the Federal Reserve Board
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

I-4

effects, such as undue concentration of resources, decreased or unfair
competition, conflicts of interest or unsound banking practices. The Federal
Reserve Board is also empowered to differentiate between new activities and
activities commenced through acquisition of a going concern.

Bank holding companies and their subsidiary banks and savings and loans
are also subject to the provisions of the Community Reinvestment Act of 1977
(CRA). Under the terms of the CRA, the Federal Reserve Board (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 Federal Reserve Board 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.

SAVINGS AND LOAN HOLDING COMPANIES

The Corporation is also registered as a savings and loan holding company
under the Home Owner's Loan Act (HOLA). Savings and loan holding companies are
subject to regulation by the Office of Thrift Supervision (OTS). The HOLA
requires the prior approval of the OTS in any case where a savings and loan
holding company or an officer, director or 25% stockholder of a savings and
loan holding company proposes to (i) acquire control of any other savings
association or savings and loan holding company or any company controlling the
assets thereof or (ii) acquire or retain more than 5% of the voting shares of a
savings association or holding company thereof which is not a subsidiary of the
acquiror.

BANKS

The Corporation's bank subsidiaries are supervised and regularly
examined by the Office of the Comptroller of Currency (OCC), the Federal
Deposit Insurance Corporation (FDIC), the Pennsylvania Department of Banking
and the Ohio Division of Financial Institutions, which consists of the Ohio
Division of Banks and the Ohio Division of Savings Banks. The various laws and
regulations administered by the regulatory agencies affect corporate practices,
such as payment of dividends, incurring debt and acquisition of financial
institutions and other companies, and affect business practices, such as
payment of interest on deposits, the charging of interest on loans, types of
business conducted and location of offices.

SAVINGS AND LOAN ASSOCIATION

The Corporation's savings and loan association subsidiary is supervised
and regularly examined by the OTS and the Pennsylvania Department of Banking.
The various laws and regulations administered by the regulatory agencies affect
corporate practices, such as payment of dividends, incurring debt and
acquisition of financial institutions and other companies, and affect business
practices, such as payment of interest on deposits, the charging of interest on
loans, types of business conducted, types of investment and location of
offices.

CONSUMER FINANCE SUBSIDIARY

The Corporation's consumer finance subsidiary is subject to regulation
under Pennsylvania, Ohio and New York 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 Ohio Division of Consumer Finance and the State of New York
Banking Department periodically visit the offices of the consumer finance
subsidiary and conduct extensive examinations in order to determine

I-5

compliance with such laws and regulations. Such examinations include a review
of loans, the collateral therefor and the adequacy of reserves 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.

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.

FDIC INSURANCE ASSESSMENTS

The Corporation's bank and savings and loan subsidiaries are subject to
FDIC deposit insurance assessments for the Bank Insurance Fund (BIF) and
Savings Association Insurance Fund (SAIF). FIRREA authorized the FDIC to set
the annual premium for banks and savings associations as high as determined to
be necessary to assure stability of the insurance funds. FDIC deposit
insurance premium rates have been determined through a risk-based assessment
which takes into consideration the capital rating (i.e. "undercapitalized",
"adequately capitalized" or "well capitalized") assigned to the institution and
the supervisory subgroup ("healthy", "supervisory concern" or "substantial
supervisory concern") to which the institution is assigned by the federal
regulators.

During 1995, the FDIC voted to lower the deposit insurance premiums for
banks, now that the BIF has been funded to the required level. Conversely,
based on Financial Institutions Reform, Recovery and Enforcement Act of 1989
requirements, the SAIF is still under-funded and therefore, deposit premiums
have not been reduced. As a result, it is argued that thrifts are at a
competitive disadvantage. Congress is currently considering legislation to
impose a one-time deposit premium charge to recapitalize the SAIF. The amount
of this premium is uncertain, however, indications have been in a range of $.80
to $.90 per $100 of deposits. At December 31, 1995, the Corporation had
approximately $454.9 million in SAIF deposits.

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 Federal Reserve Board 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. Federal Reserve Board
monetary policies have had a significant effect on the operating results of
commercial banks and savings and loans in the past and are expected to continue
to do so in the future.

FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT (FDICIA)

FDICIA was designed to bolster the deposit insurance fund, tighten bank
regulation and trim the scope of federal deposit insurance as summarized below.

FDIC FUNDING - FDICIA bolstered the bank deposit insurance fund with
$70.0 billion in borrowing authority and increased to $30.0 billion from $5.0
billion the amount the FDIC can borrow from the U.S. Treasury to cover the
costs of bank failures. The loans, plus interest, would be repaid by premiums
that banks pay on domestic deposits over the next 15 years.

I-6

BANK REGULATION - Under FDICIA, regulatory supervision is linked to bank
capital. Regulators have set five capital levels at which insured depository
institutions will be "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized," or "critically
undercapitalized." FDICIA established a framework for supervisory actions
regarding insured institutions and their holding companies that are not well or
adequately capitalized.

FDICIA provides for increased supervision for banks not rated in one of
the two highest categories under the "CAMEL" composite bank rating system. The
FDIC is authorized to charge banks for regular and special examinations.

The federal bank regulatory agencies are required by FDICIA to adopt
uniform capital and accounting rules. The accounting rules require
supplemental disclosure in reports to the banking agencies of all assets and
liabilities, including contingent assets and liabilities and, to the extent
feasible, of the estimated fair market valuation of assets and liabilities.

As mandated by Section 132 of FDICIA, in December of 1993, the federal
bank regulatory agencies published proposed regulations which prescribe minimum
safety and soundness standards with respect to internal control, internal
audit, loan documentation, credit underwriting, interest rate exposure, asset
growth and quality, earnings, compensation arrangements and stock valuation.
Institutions failing to meet these safety and soundness standards will be
required to submit corrective plans and will be subject to sanctions for
failure to submit or comply with a plan.

The Community Development and Regulatory Improvement Act of 1994 amended
section 132 of FDICIA to permit the regulatory agencies to implement the safety
and soundness standards relative to asset quality, earnings and stock valuation
by regulation or guidelines. The agencies will now be permitted to decide
whether or not to compel institutions that fail to meet these standards to
submit a compliance plan. Finally, depository institution holding companies
are no longer covered under Section 132 of FDICIA.

FDICIA also provided for certain consumer and low and moderate income
lending and deposit programs.

The legislation also required regulators to perform annual on-site bank
examinations, placed limits on real estate lending by banks and tightened
auditing requirements.

DEPOSIT INSURANCE - The legislation also reduced the scope of federal
deposit insurance. The FDIC's ability to reimburse uninsured deposits (those
over $100,000 and foreign deposits) was sharply limited beginning January 1995.
The Federal Reserve Board's ability to finance banks with extended loans from
its discount window was restricted, beginning December 1993. In addition, only
the best capitalized banks will be able to offer insured broker deposits or to
insure accounts established under employee pension plans.

LIMITS ON DIVIDENDS AND OTHER PAYMENTS

The parent company is a legal entity separate and distinct from its
subsidiaries. Most of the parent company's revenues result from dividends paid
to the parent company by the subsidiaries. The right of the parent company,
and consequently the right of creditors and stockholders of the Corporation, to
participate in any distribution of the assets or earnings of any subsidiary
through the payment of such dividends or otherwise is necessarily subject to
the prior claims of creditors of the subsidiary, except to the extent that
claims of the parent company in its capacity as a creditor may be recognized.
Moreover, there are various legal limitations applicable to the payment of
dividends by the subsidiaries as well as by the Corporation to its
stockholders. Under federal law, the subsidiaries may not, subject to certain
limited exceptions, make loans or extensions of credit to, or investments in
the securities of, the Corporation or take securities of the Corporation as
collateral for loans to any borrower. The subsidiaries are also subject to
collateral security requirements for any loans or extensions of credit
permitted by such exceptions.

I-7

The subsidiaries are subject to various statutory and regulatory
restrictions on their ability to pay dividends to the parent company. Under
applicable federal and state statutes and regulations, the dividends that may
be paid to the parent company by its bank and savings and loan subsidiaries
without prior regulatory approval are subject to limitations. In the case of
First National, a national bank, prior approval of the OCC is required if the
total of all dividends declared in any calendar year will exceed net profits
(as defined and interpreted by the OCC) for that year combined with retained
net profits (as defined) for the two preceding calendar years. As Pennsylvania
state-chartered institutions, Bucktail and Reeves may pay dividends only if
they are solvent and would not be rendered insolvent by the dividend payments,
and only from unrestricted and unreserved earned surplus and, under certain
circumstances, capital surplus. Each must also maintain a leverage ratio of
6.00% after paying dividends. First County and Metropolitan, both Ohio
state-chartered institutions, may not pay dividends without approval of the
superintendent of banks if the total of all dividends declared in any year will
exceed net profits (as defined by statute) for that year combined with retained
net profits (as defined) for the two preceding years. In addition, after
payment of any dividend, First County's surplus must be at least 20 percent of
its capital. As a tier 1 association, Dollar is authorized to make capital
distributions during a calendar year up to the higher of 100% of its net income
during the year plus the amount that would reduce by one-half its surplus
capital ratio at the beginning of the calendar year or 75% of its net income
over the most recent four-quarter period upon delivering to the OTS a 30-day
notice. All banking and savings and loan subsidiaries are subject to the
capital requirements described below. Dividends may not be paid by these
subsidiaries if the payment of the dividend would cause the subsidiary to fall
below these minimum capital requirements.

In addition, the OCC, in the case of First National, the FDIC, in the
case of the Corporation's other bank subsidiaries, and the OTS, in the case of
the Corporation's savings and loan subsidiary, have authority to prohibit banks
and savings and loans from engaging in unsafe and unsound banking practices.
The payment of a dividend by a bank or savings and loan could, depending on the
financial condition of such bank or savings and loan and other factors, be
considered an unsafe and unsound banking practice. The OCC and the OTS have
indicated their view that it generally would be an unsafe and unsound practice
to pay dividends except out of current operating earnings. The ability of the
subsidiaries to pay dividends is, and is expected to continue to be, influenced
by regulatory policies and capital guidelines. (See also "Stockholders'
Equity" footnote in the Notes to Consolidated Financial Statements, which is
incorporated by reference to the Corporation's Annual Report to Stockholders).

CAPITAL REQUIREMENTS

The Federal Reserve Board has adopted risk-based capital guidelines
applicable to bank holding companies. The primary indicators relied on by the
Federal Reserve Board and other bank and thrift regulators in measuring
strength of capital position are the Core Capital, Total Risk-Based Capital and
Leverage ratios.

Core Capital consists of common and qualifying preferred stockholders'
equity less non-qualifying intangibles. Total Capital consists of Core
Capital, qualifying subordinated debt and a portion of the allowance for loan
losses. Risk-based capital ratios are calculated with reference to
risk-weighted assets which consist of both on- and off- balance sheet risks.
The regulatory minimums are 4.00% for the Core Capital Ratio and 8.00% for the
Total Risk-Based Capital Ratio. The Corporation's Core Capital and Total
Risk-Based Capital to risk-weighted assets ratios as of December 31, 1995 were
11.74% and 13.86%, respectively.

In addition, the Federal Reserve Board has established minimum Leverage ratio
(Core Capital to quarterly average assets less non-qualifying intangibles)
guidelines for bank holding companies. These guidelines provide for a minimum
ratio of 3.00% for bank holding companies that meet certain specified criteria,
including that they have the highest regulatory rating. All other bank holding
companies are required to maintain a leverage ratio of 3.00% plus an additional
cushion of at least 100 to 200 basis points. The Corporation's Leverage ratio
as of December 31, 1995 was 8.16%. The guidelines also provide that banking
organizations experiencing internal growth or making acquisitions will be
expected to maintain strong capital positions substantially above the minimum
supervisory levels, without significant reliance on intangible assets.

I-8

Each bank and savings and loan subsidiary is subject to similar capital
requirements adopted by its primary federal regulator.

Bank regulators continue to indicate their desire to raise capital
requirements applicable to banking organizations beyond their current levels.
However, management is unable to predict whether higher capital ratios would be
imposed and, if so, at what levels and on what schedule.

Under Federal Reserve Board policy, a bank holding company is required
to serve as a source of financial and managerial strength to its subsidiary
banks and may not conduct its operations in an unsafe or unsound manner. In
addition, it is the Federal Reserve Board's policy that, in serving as a source
of strength to its subsidiary banks, a bank holding company should stand ready
to use available resources to provide adequate capital funds to its subsidiary
banks during periods of financial stress or adversity, in circumstances where
it might not do so absent such policy, and should maintain the financial
flexibility and capital-raising capacity to obtain additional resources for
assisting its subsidiary banks. The failure of a bank holding company to serve
as a source of strength to its subsidiary banks would generally be considered
by the Federal Reserve Board to be an unsafe and unsound banking practice, a
violation of Federal Reserve Board regulations, or both.

FIRREA

As a result of the enactment of the FIRREA on August 9, 1989, a
depository institution insured by the FDIC can be held liable for any loss
incurred, or reasonably expected to be incurred, by the FDIC after August 9,
1989 in connection with (i) the default of a commonly controlled FDIC-insured
depository institution or (ii) any assistance provided by the FDIC to a
commonly controlled FDIC-insured depository institution in danger of default.
"Default" is defined generally as the appointment of a conservator or receiver
and "in danger of default" is defined generally as the existence of certain
conditions indicating that a "default" is likely to occur in the absence of
regulatory assistance. Liability of any subsidiary under this
"cross-guarantee" provision could have a material adverse effect on the
financial condition of any assessed subsidiary and the Corporation.

MARKET AREA AND COMPETITION

The Corporation, through its subsidiaries, operates 93 offices in 33
counties in Pennsylvania, eastern Ohio and western New York. The economies of
the primary market area in which the Corporation and its subsidiaries operate,
western Pennsylvania and eastern Ohio, 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 subsidiaries compete with a large number of other
financial institutions, such as commercial banks, savings and loans, insurance
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, brokerage
houses and similar institutions currently provide many of the financial
services offered by the Corporation's subsidiaries.

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.

I-9

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 and in neighboring states. (See "Regulation and
Supervision.")

EMPLOYEES

As of January 31, 1996, the Corporation and its subsidiaries had 792
full-time and 229 part-time employees. Management of the Corporation considers
its relationship with its employees to be satisfactory.

MERGERS AND ACQUISITIONS

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

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-10

ITEM 2. PROPERTIES

F.N.B. CORPORATION

The Corporation owns no real property. Its operations are conducted at
Hermitage Square, Hermitage, Pennsylvania, which property is owned by First
National.

FIRST NATIONAL

First National's main office (as described in its charter) is located at
166 Main Street, Greenville, Pennsylvania. Its administrative offices and a
branch office are located at Hermitage Square, Hermitage, Pennsylvania.

First National also has 27 other branch offices in western Pennsylvania,
including offices in Erie (6), Cochranton, Conneaut Lake, Conneautville, Corry,
Farrell, Franklin, Girard, Grove City (2), Greenville, Hermitage, Jamestown,
Meadville, Sharon (2), Sharpsville, Sheakleyville, Slippery Rock, Spartansburg,
Transfer, and West Middlesex. Nine of these branch locations are leased under
operating leases expiring at various dates through 2010. Generally, these
leases provide for renewal options. Eight of the remaining locations are owned
by F.N.B. Building and leased to First National.

First National also owns two other facilities located in Hermitage,
Pennsylvania, one of which is used for equipment storage and the other of which
is used as a regional data processing facility for First National and most of
its affiliates. First National owns two parcels of land adjacent to its data
processing facility. In addition, First National has announced plans to build
three new offices. One will house First National employees as well as become
headquarters for the Corporation in Hermitage, the second is for a building in
downtown Erie to serve as a regional headquarters and the third is a branch
office on Peach Street in Erie.

BUCKTAIL

Bucktail's main office is located at 2 East Fourth Street, Emporium,
Pennsylvania. Its administrative offices are located in the Executive Plaza
building in Williamsport, Pennsylvania which also houses its Williamsport
branch office.

Bucktail has five other branch locations in western and central
Pennsylvania, including offices in Williamsport (2), Johnsonburg, Hughesville
and Montoursville. Three of Bucktail's offices are leased under operating
leases expiring at various dates through 2009, with additional renewal options.
The remaining offices, including its main office in Emporium, are owned by
Bucktail.

REEVES

The main office of Reeves is located at 1217 Seventh Avenue, Beaver
Falls, Pennsylvania. Reeves has eight other branch offices in western
Pennsylvania, including offices in Beaver Falls (2), Beaver, Baden (2), Koppel,
Coraopolis and New Brighton. Four of these branch offices (including one
office owned by F.N.B. Building) are leased under operating leases expiring at
various dates through 2000; two of these leased offices are subject to
month-to-month leases with new lease proposals under review.

FIRST COUNTY

First County's main office is located at 540 Water Street, Chardon,
Ohio. First County also has a branch office located in Chester Township, Ohio.
The main office is owned by First County, while the Chesterland branch office
is occupied under an operating lease expiring in 1999.

METROPOLITAN

Metropolitan's main office and headquarters are located at One Federal
Plaza West, Youngstown, Ohio, in the central business district and banking
center of Youngstown. Metropolitan has ten other branch offices in eastern
Ohio, including offices in Austintown, Barnesville, Boardman (2), Brookfield,
Campbell, Hubbard, Liberty, Martins Ferry and St. Clairsville. All but one of
Metropolitan's facilities (including its main office) are owned by
Metropolitan, with the remaining office leased under an operating lease (from
F.N.B. Building). Metropolitan also leases the land on which the elevators at
its main office are located under a lease expiring in 2016.

I-11

DOLLAR

Dollar's main office is located at 32 North Mill Street, New Castle,
Pennsylvania. Dollar has one other branch office located in New Castle,
Pennsylvania. The main office is leased under an operating lease expiring in
2000, while the New Castle branch is owned by Dollar.

REGENCY

The executive office of Regency is located at Hermitage Square,
Hermitage, Pennsylvania. Regency conducts its consumer loan operations at 33
offices located in Pennsylvania, eastern Ohio and western New York, including
Pennsylvania locations in Allentown, Bethlehem, Bloomsburg, Bradford, Butler,
Corry, Danville, DuBois, Erie, Eynon, Greenville, Grove City, Hanover,
Lewisburg, Meadville, New Castle, Scranton, Selinsgrove, Somerset, St. Marys,
State College, Stroudsburg, Titusville, Uniontown, Warren, West Pittston and
Wilkes-Barre; Ohio locations in Youngstown (3), Salem, and Warren; and one
location in Jamestown, New York.

The Titusville office is owned by Regency, while all other offices are
leased by Regency under operating leases expiring at various dates through
2005. Generally, these leases provide for renewal options.

Regency conducts its consumer loan operations in Pennsylvania and Ohio
under the names F.N.B. Consumer Discount Company, Citizens Budget Company,
Regency Consumer Discount Company and Reliance Consumer Discount Company. In
New York, consumer loan operations are conducted by Citizens Financial Services
of New York, Inc. and Citizens Equity Corporation of New York, both wholly-
owned subsidiaries of Regency. In Ohio, loan operations are conducted by
Citizens Financial Services, Inc., a wholly-owned subsidiary of Regency.

PENN-OHIO

Penn-Ohio's operations are conducted at Hermitage Square, Hermitage,
Pennsylvania. Penn-Ohio also rents office space at 4700 East Thomas Road,
Suite 204, Phoenix, Arizona, which is Penn-Ohio's corporate address.

MORTGAGE SERVICE

The executive office of Mortgage Service is located at Hermitage Square,
Hermitage, Pennsylvania, which is also the administrative office of First
National.

ITEM 3. LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Corporation
or any of its subsidiaries is a party, or of which any of their property is the
subject, except ordinary routine proceedings which are incidental to the
ordinary conduct of business. In the opinion of management, pending legal
proceedings will not have a material adverse effect on the consolidated
financial position of the Corporation and its subsidiaries.

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 1995.

I-12

EXECUTIVE OFFICERS OF THE REGISTRANT

The names, ages and positions of the executive officers of the
Corporation, as of February 15, 1996, are as follows:

NAME AGE POSITION HELD

Peter Mortensen 60 Chairman, President and Director

Stephen J. Gurgovits 52 Executive Vice President and Director

John W. Rose 46 Executive Vice President

William J. Rundorff 47 Executive Vice President

Samuel K. Sollenberger 58 Vice President and Director

John D. Waters 49 Vice President and Chief Financial Officer

Officers are elected annually by the Board of Directors immediately
following the annual meeting of stockholders. The term of office for all of
the above executive officers is for the period ending with the next annual
meeting.

PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE OF EXECUTIVE OFFICERS

Mr. Peter Mortensen is Chairman of the Corporation (1987 to the
present), President of the Corporation (1974 to the present) and Chairman of
the Board of First National (1987 to the present). Since 1959, Mr. Mortensen
has held various other executive positions with First National including
President (1972 to 1988) and Chief Executive Officer (1979 to 1988).

Mr. Stephen J. Gurgovits is Executive Vice President of the Corporation
(1995 to the present), Senior Vice President of the Corporation (1986 to 1995)
and President and Chief Executive Officer of First National (1988 to the
present). Mr. Gurgovits has served in various positions with First National
since 1961 and with the Corporation since 1974 including Executive Vice
President and Senior Loan Officer of First National (1979 to 1988).

Mr. John W. Rose is Executive Vice President of the Corporation (1995 to
the present). He previously served as President of McAllen Capital Partners,
Inc. (1992 to 1995) and President of Livingston Financial Group (1988 to
1992).

Mr. William J. Rundorff is Executive Vice President of the Corporation
(1995 to the present), Vice President of the Corporation (1991 to 1995) and
Vice President of First National (1991 to the present). He previously served
as Senior Vice President, Counsel and Secretary of United Banks of Colorado,
Inc. (1986 to 1991).

Mr. Samuel K. Sollenberger is Vice President of the Corporation (1989 to
the present), Chairman of Metropolitan (1996 to the present), President of
Metropolitan (1989 to 1996) and Chief Executive Officer of Metropolitan (1990
to the present).

Mr. John D. Waters is Vice President and Chief Financial Officer of the
Corporation (1994 to the present) and Senior Vice President and Chief Financial
Officer of First National (1994 to the present). He previously served as
Executive Vice President and Chief Financial Officer of WSFS Financial
Corporation (1988 to 1993).

I-13

PART II

Information relating to Items 5, 6, 7 and 8 is provided in the Corporation's
1995 Annual Report to Stockholders under the captions and on the pages
indicated below, and is incorporated herein by reference:

PAGES IN 1995
ANNUAL REPORT
CAPTION IN 1995 ANNUAL REPORT TO STOCKHOLDERS TO STOCKHOLDERS

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS 51

ITEM 6. SELECTED FINANCIAL DATA 37

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 38

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 14

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 directors of the Corporation 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 24, 1996. Such information is incorporated herein by reference.
Information relating to executive officers of the Corporation is provided in
Part I.

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 24, 1996.
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 and report of
independent auditors of F.N.B. Corporation and subsidiaries,
included in the Corporation's 1995 Annual Report to Stockholders,
are incorporated herein by reference to Item 8:

PAGES IN 1995
ANNUAL REPORT
TO STOCKHOLDERS

Consolidated Balance Sheet 14
Consolidated Income Statement 15
Consolidated Statement of Stockholders' Equity 16
Consolidated Statement of Cash Flows 17
Notes to Consolidated Financial Statements 18
Report of Independent Auditors 36
Quarterly Earnings Summary 37

Included in Part IV of this report:
PAGE
Report of Independent Auditors,
S.R. Snodgrass, A.C., for the 1993 audit of
Reeves Bank IV-4

Report of Independent Auditors,
S.R. Snodgrass, A.C., for the 1993 audit of
Dollar Savings Association and Subsidiary IV-5

(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-6 and are incorporated by reference.

(B) REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the three months ended
December 31, 1995.

IV-1

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/ PETER MORTENSEN
------------------------------------
Peter Mortensen,
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 and on the dates indicated.

/s/ PETER MORTENSEN Chairman, President and February 27, 1996
- --------------------------- Director (Principal Executive Officer)
Peter Mortensen

/s/ STEPHEN J. GURGOVITS Executive Vice President and February 27, 1996
- --------------------------- Director
Stephen J. Gurgovits

/s/ SAMUEL K. SOLLENBERGER Vice President and Director March 4, 1996
- ---------------------------
Samuel K. Sollenberger

/s/ JOHN D. WATERS Vice President and Chief Financial February 27, 1996
- --------------------------- Officer (Principal Accounting Officer)
John D. Waters

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

/s/ WILLIAM B. CAMPBELL Director February 27, 1996
- ---------------------------
William B. Campbell

/s/ CHARLES T. CRICKS Director February 27, 1996
- ---------------------------
Charles T. Cricks

/s/ HENRY M. EKKER Director February 27, 1996
- ---------------------------
Henry M. Ekker

Director
- ---------------------------
Thomas C. Elliott

IV-2
20

/s/ THOMAS W. HODGE Director February 27, 1996
- ---------------------------
Thomas W. Hodge

/s/ GEORGE E. LOWE Director February 27, 1996
- ---------------------------
George E. Lowe

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

Director
- ---------------------------
James B. Miller

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

Director
- ---------------------------
John R. Perkins

/s/ WILLIAM A. QUINN Director February 27, 1996
- ---------------------------
William A. Quinn

Director
- ---------------------------
George A. Seeds

/s/ WILLIAM J. STRIMBU Director February 27, 1996
- ---------------------------
William J. Strimbu

/s/ ARCHIE O. WALLACE Director February 27, 1996
- ---------------------------
Archie O. Wallace

/s/ JOSEPH M. WALTON Director February 27, 1996
- ---------------------------
Joseph M. Walton

/s/ JAMES T. WELLER Director February 27, 1996
- ---------------------------
James T. Weller

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

/s/ DONNA C. WINNER Director February 27, 1996
- ---------------------------
Donna C. Winner

IV-3

21
LOGO

INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholder
Reeves Bank

We have audited the balance sheet of Reeves Bank as of December 31, 1993 and
the related statements of income, changes in stockholder's equity and cash
flows for the year then ended. These financial statements are the
responsibility of the Bank's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit 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 audit provides 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 Reeves Bank as of
December 31, 1993, and the results of its operations, and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

S. R. SNODGRASS, A. C.

Wexford, PA
January 14, 1994

IV-4
22
LOGO

INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholder
Dollar Savings Association and Subsidiary

We have audited the consolidated balance sheet of Dollar Savings Association
and Subsidiary as of December 31, 1993 and the related consolidated statements
of income, changes in stockholder's equity and cash flows for the year then
ended. These financial statements are the responsibility for the Association's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit 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 audit provides 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 Dollar Savings
Association and Subsidiary as of December 31, 1993, and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.

As discussed in the notes to the consolidated financial statements, in 1993 the
Association adopted the provisions of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes".

S. R. SNODGRASS, A. C.

Wexford, PA
January 14, 1994

IV-5
23

INDEX TO EXHIBITS

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

3.1. 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, 1992).

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 Articles of Incorporation and By-laws. The Articles of
Incorporation are incorporated by reference to Exhibit 3.1. of the
registrant's Form 10-K for the year ended December 31, 1992. 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. Employment Agreement between The Metropolitan Savings Bank of
Youngstown and Samuel K. Sollenberger. (incorporated by reference
to Exhibit 10.4. of the Corporation's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993).

10.5. Employment Agreement between F.N.B. Corporation and Peter Mortensen.
(incorporated by reference to exhibit 10.6 of the Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31,
1990). Amendment No. 2 to Employment Agreement (incorporated by
reference to Exhibit 10.5. of the Corporation's Form 10-Q for the
quarter ended June 30, 1995). Rescinding of Amendment No. 2 to
Employment Agreement (incorporated by reference to Exhibit 10.5. of
the Corporation's Form 10-Q for the quarter ended September 30,
1995).

10.6. Employment Agreement between F.N.B. Corporation and Stephen J.
Gurgovits. (incorporated by reference to exhibit 10.6 of the
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990).

10.7. Employment Agreement between F.N.B. Corporation and Samuel K.
Sollenberger. (incorporated by reference to exhibit 10.7 of the
Corporation's Form 10-Q for the quarter ended March 31, 1994).

IV-6

10.8. 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.
(filed herewith).

10.9. 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).

10.10. F.N.B. Corporation 1990 Stock Option Plan as amended effective
February 2, 1996. (filed herewith).

10.11. 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).

10.12. Employment Agreement between F.N.B. Corporation and John W. Rose
(incorporated by reference to Exhibit 10.12. of the Corporation's
Form 10-Q for the quarter ended September 30, 1995). Amendment No.
1 to Employment Agreement. (filed herewith).

10.13. Employment Agreement between F.N.B. Corporation and John D. Waters.
(filed herewith).

10.14. F.N.B. Corporation Restricted Stock and Incentive Bonus Plan.
(filed herewith).

10.15. F.N.B. Corporation 1996 Stock Option Plan. (filed herewith).

11 Statement re computation of per share earnings. (filed herewith).

13 Annual Report to Stockholders. (filed herewith).

21 Subsidiaries of the Registrant. (filed herewith).

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

27 Financial Data Schedule. (filed herewith).

IV-7