FNB CORP/PA/ — Director's Dealing 2003

Jan 13, 2003

4 1 g80104g3e4.htm GARRETT S. RICHTER 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)
Richter, Garrett S.		F.N.B. Corporation (FBAN)				###-##-####
2320 Harrier Run	4.	Statement for (Month/Day/Year)			5.	If Amendment, Date of Original (Month/Day/Year)
		12/31/2002
(Street)	6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)			7.	Individual or Joint/Group Filing (Check Applicable Line)
Naples, FL 34105 (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

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							29873.358	D
COMMON							135.023 (1)	D
COMMON							3780.000	D
COMMON							1217.274 (2)	D
COMMON							6893.000	D
COMMON							2800.452 (3)	I	BY TRUST (DEFERRED PLAN)
COMMON	(4)	A		941.9447		(5)	7219.0736	I	BY TRUST (401K PLAN)

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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 11/15/1993)	8.73
STOCK OPTIONS (GRANTED 01/18/1998)	27.28
STOCK OPTIONS (GRANTED 01/24/1999)	21.03
STOCK OPTIONS (GRANTED 01/23/2000)	20.22
STOCK OPTIONS (GRANTED 01/22/2001)	20.66
STOCK OPTIONS (GRANTED 01/20/2002)	25.62
COMMON STOCK EQUIVALENT (8)

Page 3 PAGEBREAK

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
(6)	11/15/2003	COMMON STOCK	29688	29688	D
(7)	01/18/2008	COMMON STOCK	26841	26841	D
(7)	01/24/2009	COMMON STOCK	13371	13371	D
(7)	01/23/2010	COMMON STOCK	14403	14403	D
(7)	01/22/2011	COMMON STOCK	14518	14518	D
(7)	01/20/2012	COMMON STOCK	19672	19672	D
(9)		COMMON STOCK	286	286 (10)	I	INTEREST IN PLAN

Explanation of Responses:

(1) Includes 1.056 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

(2) Includes 9.517 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan

(3) Includes 21.894 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

(4) Transactions under exempt 401(k) Plan during 2002.

(5) Represents employer matching contributions pursuant to exempt 401(k) Plan.

(6) Options vest 10% on grant date and an additional 10% as of each successive anniversary of grant date until fully vested.

(7) Options vest over a five year period, 20% each year on anniversary of grant date.

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

(9) Upon entitlement to amounts under 401(k) plan.

(10) Includes 2.2645 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

**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

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)
Richter, Garrett S.		F.N.B. Corporation (FBAN)				###-##-####
2320 Harrier Run	4.	Statement for (Month/Day/Year)			5.	If Amendment, Date of Original (Month/Day/Year)
		12/31/2002
(Street)	6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)			7.	Individual or Joint/Group Filing (Check Applicable Line)
Naples, FL 34105 (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

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

Title of Security (Instr. 3)	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						27.188 (1)	I	WIFE CUST FOR MELISSA
COMMON						27.188 (1)	I	WIFE CUST FOR ROBERT
COMMON						27.188 (1)	I	WIFE CUST FOR ELIZABETH

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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) Includes 0.212 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

/s/ Garrett S. Richter	12/31/2002
**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.