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
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
1,407,733 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 Citizens
Holding Corporation, Clearwater, Florida, upon consummation of the proposed
merger of Citizens Holding Corporation with and into Southwest Banks, Inc., a
bank holding company, 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.
2

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
---------------------------------
Peter Mortensen
Chairman and President

Date: 4/29/98
------------------------------

/s/ Peter Mortensen Chairman of the Board Date: April 29, 1998
- ------------------------------ President and Chief Executive Officer ----------------
Peter Mortensen (Principal Executive Officer)

/s/ Stephen J. Gurgovits Executive Vice President Date: April 29, 1998
- ------------------------------ and Director ----------------
Stephen J. Gurgovits

/s/ William J. Rundorff Executive Vice President Date: April 29, 1998
- ------------------------------ ----------------
William J. Rundorff

/s/ John D. Waters Vice President and Chief Date: April 29, 1998
- ------------------------------ Finance Officer (Principal ----------------
John D. Waters Financial and Accounting Officer)

/s/ W. Richard Blackwood Director Date: April 29, 1998
- ------------------------------ ----------------
W. Richard Blackwood

/s/ William B. Campbell Director Date: April 29, 1998
- ------------------------------ ----------------
William B. Campbell

/s/ Charles T. Cricks Director Date: April 29, 1998
- ------------------------------ -----------------
Charles T. Cricks

/s/ Henry M. Ekker Director Date: April 29, 1998
- ------------------------------ -----------------
Henry M. Ekker, Esq.

/s/ Thomas C. Elliott Director Date: April 29, 1998
- ------------------------------ ----------------
Thomas C. Elliott

/s/ Thomas W. Hodge Director Date: April 29, 1998
- ------------------------------ ----------------
Thomas W. Hodge

/s/ James S. Lindsay Director Date: April 29, 1998
- ------------------------------ ----------------
James S. Lindsay

/s/ Paul P. Lynch Director Date: April 29, 1998
- ------------------------------ ----------------
Paul P. Lynch

/s/ Edward J. Mace Director Date: April 29, 1998
- ------------------------------ ----------------
Edward J. Mace

/s/ Robert S. Moss Director Date: April 29, 1998
- ------------------------------ ----------------
Robert S. Moss

/s/ Richard C. Myers Director Date: April 29, 1998
- ------------------------------ ----------------
Richard C. Myers

/s/ William A. Quinn Director Date: April 29, 1998
- ------------------------------ ----------------
William A. Quinn

/s/ George A. Seeds Director Date: April 29, 1998
- ------------------------------ ----------------
George A. Seeds

/s/ William J. Strimbu Director Date: April 29, 1998
- ------------------------------ ----------------
William J. Strimbu

/s/ Gary L. Tice Director Date: April 29, 1998
- ------------------------------ ----------------
Gary L. Tice

/s/ Archie O. Wallace Director Date: April 29, 1998
- ------------------------------ ----------------
Arche O. Wallace

/s/ Joseph W. Walton Director Date: April 29, 1998
- ------------------------------ ----------------
Joseph W. Walton

/s/ James T. Weller Director Date: April 29, 1998
- ------------------------------ ----------------
James T. Weller

/s/ Eric J. Werner Director Date: April 29, 1998
- ------------------------------ ----------------
Eric J. Werner, Esq.

/s/ Robert B. Wiley Director Date: April 29, 1998
- ------------------------------ ----------------
Robert B. Wiley

/s/ Donna C. Winner Director Date: April 29, 1998
- ------------------------------ ----------------
Donna C. Winner