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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 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
or 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 1,371,163 shares of common stock, par value $2.00 per share, of F.N.B.
Corporation, to be issued in exchange for shares of common stock of West Coast
Bancorp, Inc., upon consummation of the proposed merger of Southwest Banks,
Inc., a wholly-owned bank holding company subsidiary of F.N.B. Corporation,
with and into West Coast Bancorp, Inc., 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 call 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 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 effects 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
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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 in the capacity or capacities noted has hereunto set his or her hand
as of the date indicated below.
F.N.B. CORPORATION
(Registrant)
By: /s/ Peter Mortensen
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Peter Mortensen
Chairman and President
Dated: February 25, 1997
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/s/ Peter Mortensen Chairman, President Date: February 25, 1997
- ---------------------------------- (Principal Executive Officer) -----------------------------
Peter Mortensen
/s/ Stephen J. Gurgovits Executive Vice President and Date: February 25, 1997
- ---------------------------------- Director -----------------------------
Stephen J. Gurgovits
/s/ Samuel K. Sollenberger Vice President and Director Date: February 25, 1997
- ---------------------------------- -----------------------------
Samuel K. Sollenberger
/s/ William J. Rundorff Executive Vice President Date: February 25, 1997
- ---------------------------------- -----------------------------
William J. Rundorff
/s/ John W. Rose Executive Vice President Date: February 25, 1997
- ---------------------------------- -----------------------------
John W. Rose
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/s/ John D. Waters Vice President and Chief Finance Date: February 25, 1997
- ---------------------------------- Officer (Principal Financial and -----------------------------
John D. Waters Accounting Officer)
/s/ W. Richard Blackwood Director Date: February 25, 1997
- ---------------------------------- -----------------------------
W. Richard Blackwood
Director Date:
- ---------------------------------- -----------------------------
William B. Campbell
/s/ Charles T. Cricks Director Date: January2, 1997
- ---------------------------------- -----------------------------
Charles T. Cricks
/s/ Henry W. Ekker Director Date: February 25, 1997
- ---------------------------------- -----------------------------
Henry W. Ekker, Esq.
/s/ Thomas C. Elliott Director Date: February 25, 1997
- ---------------------------------- -----------------------------
Thomas C. Elliott
/s/ Thomas W. Hodge Director Date: February 25, 1997
- ---------------------------------- -----------------------------
Thomas W. Hodge
/s/ George E. Lowe, D.D.S. Director Date: February 25, 1997
- ---------------------------------- -----------------------------
George E. Lowe, D.D.S.
/s/ Paul P. Lynch Director Date: January 2, 1997
- ---------------------------------- -----------------------------
Paul P. Lynch
Director Date:
- ---------------------------------- -----------------------------
James B. Miller
/s/ Robert S. Moss Director Date: February 25, 1997
- ---------------------------------- -----------------------------
Robert S. Moss
/s/ John R. Perkins Director Date: February 25, 1997
- ---------------------------------- -----------------------------
John R. Perkins
/s/ William A. Quinn Director Date: January 2, 1997
- ---------------------------------- -----------------------------
William A. Quinn
/s/ George A. Seeds Director Date: February 25, 1997
- ---------------------------------- -----------------------------
George A. Seeds
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/s/ William J. Strimbu Director Date: February 25, 1997
- ---------------------------------- -----------------------------
William J. Strimbu
/s/ Archie O. Wallace Director Date: February 25, 1997
- ---------------------------------- -----------------------------
Archie O. Wallace
/s/ Joseph M. Walton Director Date: January 3, 1997
- ---------------------------------- -----------------------------
Joseph M. Walton
/s/ James T. Weller Director Date: February 25, 1997
- ---------------------------------- -----------------------------
James T. Weller
/s/ Eric J. Werner Director Date: February 25, 1997
- ---------------------------------- -----------------------------
Eric J. Werner, Esq.
/s/ Donna C. Winner Director Date: January 2, 1997
- ---------------------------------- -----------------------------
Donna C. Winner
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