FNB CORP/PA/ — Director's Dealing 2002

Dec 4, 2002

4 1 g79657wee4.htm JAMES T. WELLER e4 PAGEBREAK

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

x Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b)

1.	2.	Issuer Name and Ticker or Trading Symbol				I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
Weller, James T.		F.N.B. Corporation (FBAN)				###-##-####
2440 Tibbets-Wick Road	4.	Statement for (Month/Day/Year)			5.	If Amendment, Date of Original (Month/Day/Year)
		12/03/2002
(Street)	6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)			7.	Individual or Joint/Group Filing (Check Applicable Line)
Girard, OH 44420 (City) (State) (Zip)		x	Director	o	10% Owner	x	Form filed by One Reporting Person
		o	Officer (give title below)			o	Form filed by More than One Reporting Person
		o	Other (specify below)

Reminder:	Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see instruction 4(b)(v).

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Title of Security (Instr. 3)	Transaction Date (Month/Day/Year)	Transaction Code (Instr. 8)	4.	Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		5.	Amount of Securities Beneficially Owned Following Reported Transactions(s) (Instr. 3 and 4)	Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	Nature of Indirect Beneficial Ownership (Instr. 4)
		Code	V	Amount	(A) or (D)	Price
COMMON							41367.910	D
COMMON							687.000	D
COMMON							687.000	I	BY WIFE
COMMON							43039.000	I (1)	BY WIFE
COMMON							2652.580 (2)	I	BY TRUST (DEFERRED PLAN)
COMMON	10/15/2002	A		10.591	A	28.325	8732.338 (3)	D

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Title of Derivative Security (Instr. 3)	Conversion or Exercise Price of Derivative Security	Transaction Code (Instr. 8)	5.	Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
		Code	V	(A)	(D)
STOCK OPTIONS (GRANTED 01/24/1999)	21.03
STOCK OPTIONS (GRANTED 04/29/1999)	19.80
STOCK OPTIONS (GRANTED 01/23/2000)	20.22
STOCK OPTIONS (GRANTED 01/22/2001)	20.66
STOCK OPTIONS (GRANTED 01/20/2002)	25.62
STOCK OPTIONS (GRANTED 05/03/2002)	30.56

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Date Exercisable and Expiration Date (Month/Day/Year)	7.	Title and Amount of Underlying Securities (Instr. 3 and 4)	8.	Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
Date Exercisable	Expiration Date	Title	Amount or Number of Shares
01/25/2000	01/24/2009	COMMON STOCK	1632	1632	D
04/30/2000	04/29/2009	COMMON STOCK	408	408	D
01/24/2001	01/23/2010	COMMON STOCK	1599	1599	D
01/23/2002	01/22/2011	COMMON STOCK	1592	1592	D
01/21/2003	01/20/2012	COMMON STOCK	1513	1513	D
05/04/2003	05/03/2012	COMMON STOCK	1267	1267	D

Explanation of Responses:

(1) Beneficial ownership of these shares is disclaimed.

(2) Shares held in trust and deferred under the FNB Corporation Directors' Compensation Plan.

(3) Shares acquired under the FNB Corporation Directors' Compensation Plan.

/s/ James T. Weller	12/03/2002
**Signature of Reporting Person	Date

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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