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                                                                    EXHIBIT 99.1

                           INDIAN ROCKS STATE BANK

                Special Meeting of Shareholders, ______, 1997

         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

        The undersigned holder of shares of common stock of Indian Rocks State
Bank ("IRSB"), a state banking corporation organized under the laws of the
state of Florida, does hereby appoint Dr. Harold M. Ward and Robert C. George,
and each of them, as due and lawful attorneys-in-fact (each of whom shall have
full power of substitition), to represent and vote as designeated below all of
the shares of IRSB common stock that the undersigned held of record at 5:00
p.m., Eastern Standard Time, on _______, 1997, at the Special Meeting of
Shareholders of IRSB, to be held at _________________, Largo, Florida on
_______, 1997 at ____ p.m. or any adjournment thereof, on the following
matters, and on such other business as may properly come before the meeting:

1.      APPROVAL OF ACQUISITION PROPOSAL

        Proposal to approve and adopt the Agreement and Plan of Merger dated 
        May 10,1997 between F.N.B. Corporation, Southwest Banks, Inc., and 
        IRSB as described in the accompanying Proxy Statement-Prospectus dated
        _______, 1997.


             [ ] FOR            [ ] AGAINST             [ ] ABSTAIN

2.      In their discretion, on such other business as may properly come
        before the meeting.

                    (Please Sign and Date on Reverse Side)
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                         (Continued from other side)

                       PLEASE SIGN AND RETURN PROMPTLY.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE SHAREHOLDER.  IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
APPROVAL OF THE ACQUISITION PROPOSAL.

PLEASE ENTER THE NUMBER OF SHARES OF IRSB COMMON STOCK YOU OWN:_______

(Please sign, date, and return this proxy form exactly as your name or names
appear below whether or not you plan to attend the meeting.)

                                [ ] I plan to attend the Special Meeting.
                                [ ] I do not plan to attend the Special Meeting.
                                                                             
                        Date:____________________________________________, 1997
                                                                             
                        Signature(s):__________________________________________ 
                                                                           
                        _______________________________________________________
                                                                             
                        _______________________________________________________ 
                                Title or Authority (if applicable)           
                                                                             
                        PLEASE SIGN YOUR NAME HERE EXACTLY AS IT APPEARS 
                        HEREON. JOINT OWNERS SHOULD EACH SIGN. WHEN SIGNING AS
                        AN ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, 
                        GUARDIAN, CORPORATE OFFICER OR OTHER SIMILAR CAPACITY,
                        SO INDICATE. IF THE OWNER IS A CORPORATION, AN 
                        AUTHORIZED OFFICER SHOULD SIGN FOR THE CORPORATION AND
                        STATE HIS TITLE. THIS PROXY SHALL BE DEEMED VALID FOR 
                        ALL SHARES HELD IN ALL CAPACITIES THAT THEY ARE HELD BY
                        THE SIGNATORY.