FNB CORP/PA/ — Director's Dealing 2003

Jan 24, 2003

4 1 g80306ge4.htm PETER MORTENSEN e4 PAGEBREAK

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OMB Number: 3235-0287
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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)
Mortensen, Peter		F.N.B. Corporation (FBAN)				###-##-####
7015 Greentree Drive	4.	Statement for (Month/Day/Year)			5.	If Amendment, Date of Original (Month/Day/Year)
		01/23/2003
(Street)	6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)			7.	Individual or Joint/Group Filing (Check Applicable Line)
Naples, FL 34108 (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).

1 of 2 PAGEBREAK

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	01/23/2003	M		9768.000	A	6.753	SEE BELOW
COMMON	01/22/2003	G		70.000	D	N/A	109950.439	I	BY LIMITED PARTNER- SHIP
COMMON							393.845	I	BY WIFE
COMMON							24173.373	I	BY TRUST (DEFERRED PLAN)

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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 01/26/1993)	6.75	01/23/2003	M			9768
STOCK OPTIONS (GRANTED 01/03/1994)	9.67	(1)
STOCK OPTIONS (GRANTED 01/20/1995)	9.98	(1)
STOCK OPTIONS (GRANTED 01/30/1996)	15.19	(1)
STOCK OPTIONS (GRANTED 01/26/1997)	17.72	(1)
STOCK OPTIONS (GRANTED 01/18/1998)	27.28	(1)
STOCK OPTIONS (GRANTED 01/24/1999)	21.03	(1)
STOCK OPTIONS (GRANTED 04/29/1999)	19.80	(1)
STOCK OPTIONS (GRANTED 01/23/2000)	20.22	(1)

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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
IMMED	01/26/2003	COMMON STOCK	0	0	D
IMMED	01/03/2004	COMMON STOCK	9303	9303	D
IMMED	01/20/2005	COMMON STOCK	11818	11818	D
IMMED	01/30/2006	COMMON STOCK	22513	22513	D
IMMED	01/26/2007	COMMON STOCK	30043	30043	D
IMMED	01/18/2008	COMMON STOCK	28868	28868	D
IMMED	01/24/2009	COMMON STOCK	89802	89802	D
04/30/2000	04/29/2009	COMMON STOCK	408	408	D
IMMED	01/23/2010	COMMON STOCK	96934	96934	D

Explanation of Responses:

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

**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.

Page 4 PAGEBREAK

OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response...0.5

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)
Mortensen, Peter		F.N.B. Corporation (FBAN)				###-##-####
7015 Greentree Drive	4.	Statement for (Month/Day/Year)			5.	If Amendment, Date of Original (Month/Day/Year)
		01/23/2002
(Street)	6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)			7.	Individual or Joint/Group Filing (Check Applicable Line)
Naples, FL 34108 (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).

2 of 2 PAGEBREAK

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

Page 2 PAGEBREAK

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 01/23/2000)	20.22	(1)
STOCK OPTIONS (GRANTED 01/22/2001)	20.66	(1)
STOCK OPTIONS (GRANTED 01/22/2001)	20.66	(1)
STOCK OPTIONS (GRANTED 01/20/2002)	25.62	(1)
STOCK OPTIONS (GRANTED 01/20/2002)	25.62	(1)
STOCK OPTIONS (GRANTED 01/20/2003)	27.22	01/20/2003	A		2397
COMMON STOCK EQUIVALENT (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)	Nature of Indirect Beneficial Ownership (Instr. 4)
Date Exercisable	Expiration Date	Title	Amount or Number of Shares
01/24/2001	01/23/2010	COMMON STOCK	1334	1334	D
IMMED	01/22/2011	COMMON STOCK	94853	94853	D
01/23/2002	01/22/2011	COMMON STOCK	1472	1472	D
IMMED	01/20/2012	COMMON STOCK	164640	164640	D
01/21/2003	01/20/2012	COMMON STOCK	1433	1433	D
01/21/2004	01/20/2013	COMMON STOCK	2397	2397	D
(3)		COMMON STOCK	7341	7341	I	INTEREST IN PLAN

Explanation of Responses:

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

(2) Represents credit under a supplemental retirement plan for employer matching stock contributions which reporting person was prevented from receiving under exempt 401(k) plan.

(3) Upon entitlement to amounts under exempt 401(k) plan.

/s/ Peter Mortensen	01/23/2002
**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.

Page 4