FNB CORP/PA/ — Director's Dealing 2003

Feb 6, 2003

4 1 g80519be4.htm JAMES S. LINDSAY 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)
Lindsay, James S.		F.N.B. Corporation (FBAN)				###-##-####
723 21st Avenue South	4.	Statement for (Month/Day/Year)			5.	If Amendment, Date of Original (Month/Day/Year)
		02/04/2003
(Street)	6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)			7.	Individual or Joint/Group Filing (Check Applicable Line)
Naples, FL 34102 (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							4779.167	I	Custodian for J.C. Lindsay
COMMON							4640.167	I	Custodian for J.E. Lindsay
COMMON							1403.000	I	Custodian for Dorothy Lindsay
COMMON							9914.000	I	BY WIFE
COMMON							4025.345 (1)	I	BY TRUST (DEFERRED PLAN)
COMMON							89805.000	D	DOR J'S LLP
COMMON	02/04/2003	A		109.055	A	27.509	37824.710	D

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Title of Derivative Security (Instr. 3)	Conversion or Exercise Price of Derivative Security	Transaction Date (Month/Day/Year)	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	(2)
STOCK OPTIONS (GRANTED 04/29/1999)	19.80	(2)
STOCK OPTIONS (GRANTED 01/23/2000)	20.22	(2)
STOCK OPTIONS (GRANTED 01/22/2001)	20.66	(2)
STOCK OPTIONS (GRANTED 01/20/2002)	25.62	(2)
STOCK OPTIONS (GRANTED 01/20/2003)	27.22	(2)

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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	1819	1819	D
04/30/2000	04/24/2009	COMMON STOCK	408	408	D
01/24/2001	01/23/2010	COMMON STOCK	1597	1597	D
01/23/2002	01/22/2011	COMMON STOCK	1829	1829	D
01/21/2003	01/20/2012	COMMON STOCK	1594	1594	D
01/21/2004	01/20/2013	COMMON STOCK	2166	2166	D

Explanation of Responses:

(1) Shares held in Trust and deferred under the F.N.B. Corporation Directors' Compensation Plan.

(2) No activity since date of last report; included solely to represent current beneficial ownership.

/s/ James S. Lindsay	02/05/2003
**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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