FNB CORP/PA/ — Director's Dealing 2002

Oct 31, 2002

4 1 g78960e4.htm C.C. COGHILL 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

o 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)
Coghill, C. C.		F.N.B. Corporation (FBAN)
1905 Princess Court	4.	Statement for Month/Day/Year			5.	If Amendment, Date of Original (Month/Day/Year)
		10/30/2002
(Street)	6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)			7.	Individual or Joint/Group Filing (Check Applicable Line)
Naples, FL 34100 (City) (State) (Zip)		o	Director	o	10% Owner	x	Form filed by One Reporting Person
		x	Officer (give title below)			o	Form filed by More than One Reporting Person
		o	Other (specify below)
			Executive Vice President & Chief Credit Officer

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	10/30/2002	S		1500.000	D	27.970	SEE BELOW
COMMON	10/30/2002	S		100.000	D	27.960	SEE BELOW
COMMON	10/30/2002	S		100.000	D	28.200	49119.362	D
COMMON							1006.661 (1)	D
COMMON							1785.886 (2)	I	BY TRUST (DEFERRED PLAN)
COMMON							5393.5227	I	NOMINEE NAME
COMMON							5366.9527	I	BY TRUST (401K PLAN)

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Transaction Code (Instr. 8)	5.	Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Code	V	(A)	(D)

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Date Exercisable and Expiration Date (Month/Day/Year)	7.	Title and Amount of Underlying Securities (Instr. 3 and 4)	8.
Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

(1) Award of stock pursuant to the FNB Corporation Restricted Stock and Incentive Bonus Plan. Vests 20% each year over a 5 year period.

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

/s/ C. C. Coghill	10/30/2002
**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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