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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 an 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 up to
752,726 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
Bank, Sarasota, Florida, upon consummation of the proposed merger of West
Coast Bank with and into Southwest Bank Interim No. 3, a state chartered
interim bank wholly-owned by 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 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 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 cause 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:October 31, 1997
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/s/ Peter Mortensen Chairman, President Date: October 31, 1997
------------------------ (Principal Executive Officer)
Peter Mortensen
/s/ Stephen J. Gurgovits Executive Vice President and Date: October 31, 1997
------------------------ Director
Stephen J. Gurgovits
/s/ William J. Rundorff Executive Vice President Date: October 31, 1997
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William J. Rundorff
/s/ John w. Rose Executive Vice President Date: October 31, 1997
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John W. Rose
/s/ John D. Waters Vice President and Chief Date: October 31, 1997
------------------------ Finance Officer (Principal
John D. Waters Financial and Accounting
Officer)
/s/ W. Richard Blackwood Director Date: October 31, 1997
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W. Richard Blackwood
/s/ William B. Campbell Director Date: October 31, 1997
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William B. Campbell
/s/ Charles T. Cricks Director Date: October 31, 1997
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Charles T. Cricks
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/s/ Henry M. Ekker Director Date: October 31, 1997
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Henry M. Ekker, Esq.
/s/ Thomas C. Elliot Director Date: October 31, 1997
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Thomas C. Elliot
/s/ Thomas W. Hodge Director Date: October 31, 1997
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Thomas W. Hodge
/s/ James S. Lindsay Director Date: October 31, 1997
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James S. Lindsay
/s/ Paul P. Lynch Director Date: October 31, 1997
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Paul P. Lynch
/s/ Edward J. Mace Director Date: October 31, 1997
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Edward J. Mace
/s/ Robert S. Moss Director Date: October 31, 1997
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Robert S. Moss
/s/ Richard C. Myers Director Date: October 31, 1997
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Richard C. Myers
/s/ John R. Perkins Director Date: October 31, 1997
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John R. Perkins
/s/ William A. Quinn Director Date: October 31, 1997
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William A. Quinn
/s/ George A. Seeds Director Date: October 31, 1997
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George A. Seeds
/s/ William J. Strimbu Director Date: October 31, 1997
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William J. Strimbu
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/s/ Gary L. Tice Director Date: October 31, 1997
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Gary L. Tice
/s/ Archie O. Wallace Director Date: October 31, 1997
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Archie O. Wallace
/s/ Joseph M. Walton Director Date: October 31, 1997
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Joseph M. Walton
/s/ James T. Weller Director Date: October 31, 1997
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James T. Weller
/s/ Eric J. Werner Director Date: October 31, 1997
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Eric J. Werner, Esq.
/s/ Robert B. Wiley Director Date: October 31, 1997
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Robert B. Wiley
/s/ Donna C. Winner Director Date: October 31, 1997
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Donna C. Winner
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