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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 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 832,118 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 Seminole Bank, Seminole, Florida, upon consummation of
the proposed merger of Seminole Bank with and into Southwest Bank Interim No. 4,
a national 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 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 hereof.
F.N.B. CORPORATION
(Registrant)
By: /s/ Peter Mortensen
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Peter Mortensen
Chairman and President
Dated: April 6, 1998
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/s/ Peter Mortensen Chairman of the Board Date: April 6, 1998
- ------------------------ President and Chief Executive Officer
Peter Mortensen (Principal Executive Officer)
/s/ Stephen J. Gurgovits Executive Vice President Date: April 6, 1998
- ------------------------ and Director
Stephen J. Gurgovits
/s/ William J. Rundorff Executive Vice President Date: April 6, 1998
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William J. Rundorff
/s/ John D. Waters Vice President and Chief Finance Date: April 6, 1998
- ------------------------ Officer (Principal Financial and
John D. Waters Accounting Officer
Director Date:________________
- ------------------------
W. Richard Blackwood
Director Date:________________
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William B. Campbell
Director Date:________________
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Charles T. Cricks
/s/ Henry M. Ekker, Esq. Director Date: April 6, 1998
- ------------------------
Henry M. Ekker, Esq.
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Director Date:
- ------------------------- -------------
Thomas C. Elliott
Director Date:
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Thomas W. Hodge
/s/ James S. Lindsay Director Date: April 6, 1998
- -------------------------
James S. Lindsay
Director Date:
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Paul P. Lynch
/s/ Edward J. Mace Director Date: April 6, 1998
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Edward J. Mace
/s/ Robert S. Moss Director Date: April 6, 1998
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Robert S. Moss
Director Date:
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Richard C. Myers
Director Date:
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William A. Quinn
/s/ George A. Seeds Director Date: April 6, 1998
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George A. Seeds
/s/ William J. Strimbu Director Date: April 6, 1998
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William J. Strimbu
/s/ Gary L. Tice Director Date: April 6, 1998
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Gary L. Tice
/s/ Archie O. Wallace Director Date: April 6, 1998
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Archie O. Wallace
/s/ Joseph M. Walton Director Date: April 6, 1998
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Joseph M. Walton
/s/ James T. Weller Director Date: April 6, 1998
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James T. Weller
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Director Date:
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Eric J. Werner, Esq.
/s/ Robert B. Wiley Director Date: April 6, 1998
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Robert B. Wiley
Director Date:
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Donna C. Winner