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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 Peter Mortensen, Gary Tice
or John D. Waters, its, his and her true and lawful attorney with power to act
without any other and with full power of substitution, to execute, deliver and
file in its, his and her name and on its, his and her behalf, and in each of the
undersigned Officer's 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 between 1,800,000 and 2,100,000 shares of common stock, par value
$2.00 per share, of F.N.B. Corporation, as determined by the "Designated Price"
formula in the Agreement and Plan of Merger by and among F.N.B. Corporation,
Citizens Community Bancorp, Inc. and Citizens Community Bank of Florida, dated
December 18, 2000, to be issued in exchange for shares of common stock of
Citizens Community Bank if Florida, Marco Island, Florida, upon consummation of
the proposed merger of Citizens Community Bank of Florida with and into First
National Bank of Naples, 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 or her 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 which said attorney might do or cause
to be done by virtue of this power of attorney and its, his or her 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.
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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 in the capacity or capacities noted has hereunto set his or her 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.
F.N.B. CORPORATION
(Registrant)
By: /s/ Gary L. Tice
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Gary L. Tice
President, Chief Executive Officer and
Chief Operating Officer
Dated: January 5, 2001
/s/ Peter Mortensen Chairman of the Board and Director January 5, 2001
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Peter Mortensen
/s/ Gary L. Tice President, Chief Executive Officer, January 5, 2001
- ------------------------------------ Chief Operating Officer and Director
Gary L. Tice (Principal Executive Officer)
/s/ Stephen J. Gurgovits Vice Chairman and Director January 5, 2001
- ------------------------------------
Stephen J. Gurgovits
/s/ William J. Rundorff Executive Vice President January 5, 2001
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William J. Rundorff
/s/ John D. Waters Vice President and Chief Finance Officer January 5, 2001
- ------------------------------------ (Principal Accounting Officer)
John D. Waters
Director -----------------
- ------------------------------------
W. Richard Blackwood
Director -----------------
- ------------------------------------
Alan C. Bomstein
/s/ William B. Campbell Director January 5, 2001
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William B. Campbell
/s/ Charles T. Cricks Director January 5, 2001
- ------------------------------------
Charles T. Cricks
/s/ Henry M. Ekker, Esq. Director January 5, 2001
- ------------------------------------
Henry M. Ekker, Esq.
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/s/ James S. Lindsay Director January 5, 2001
- ------------------------------------
James S. Lindsay
/s/ Paul P. Lynch Director January 5, 2001
- ------------------------------------
Paul P. Lynch
- ------------------------------------ Director -----------------
Edward J. Mace
- ------------------------------------ Director -----------------
Robert S. Moss
- ------------------------------------ Director -----------------
William A. Quinn
/s/ William J. Strimbu Director January 5, 2001
- ------------------------------------
William J. Strimbu
/s/ Archie O. Wallace Director January 5, 2001
- ------------------------------------
Archie O. Wallace
/s/ James T. Weller Director January 5, 2001
- ------------------------------------
James T. Weller
Director ----------------
- ------------------------------------
Eric J. Werner, Esq.
- ------------------------------------ Director -----------------
Robert B. Wiley
/s/ Donna C. Winner Director January 5, 2001
- ------------------------------------
Donna C. Winner