FNB CORP/PA/ — Director's Dealing 2003

Jan 13, 2003

4 1 g80104f3e4.htm WILLIAM J. RUNDORFF 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)
Rundorff, William J.		F.N.B. Corporation (FBAN)				###-##-####
9246 Troon Lakes Drive	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 34109 (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							3446.305 (1)	D
COMMON							1735.000	D
COMMON	(2)	A		434.4191	A	(3)	3170.8461	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 01/20/1995)	9.98
STOCK OPTIONS (GRANTED 01/30/1996)	15.19
STOCK OPTIONS (GRANTED 01/26/1997)	17.72
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 (5)

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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
IMMED	01/20/2005	COMMON STOCK	8860	8860	D
IMMED	01/30/2006	COMMON STOCK	16882	16882	D
IMMED	01/26/2007	COMMON STOCK	9080	9080	D
(4)	01/18/2008	COMMON STOCK	10996	10996	D
(4)	01/24/2009	COMMON STOCK	20446	20446	D
(4)	01/23/2010	COMMON STOCK	22452	22452	D
(4)	01/22/2011	COMMON STOCK	23034	23034	D
(4)	01/20/2012	COMMON STOCK	13661	13661	D
(6)		COMMON STOCK	1631	1631 (7)	I	INTEREST IN PLAN

Explanation of Responses:

(1) Includes 26.943 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

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

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

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

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

(6) Upon entitlement to amounts under 401(k) Plan.

(7) Included 12.919 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

/s/ William J. Rundorff	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.

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