FNB CORP/PA/ — Director's Dealing 2003

Jan 9, 2003

4 1 g80104c2e4.htm F.N.B. CORPORATION/ 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)
		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 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							49119.362	D
COMMON							1014.593 (1)	D
COMMON	(2)	A		869.3325	A	(3)	6236.2852	I	BY TRUST (401K PLAN)
COMMON							1799.958 (4)	I	BY TRUST (DEFERRED PLAN)
COMMON							5436.0753 (5)	I	NOMINEE NAME

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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 11/15/1993)	8.73	(6)
STOCK OPTIONS (GRANTED 01/18/1998)	27.28	(6)
STOCK OPTIONS (GRANTED 01/24/1999)	21.03	(6)
STOCK OPTIONS (GRANTED 01/23/2000)	20.22	(6)
STOCK OPTIONS (GRANTED 01/22/2001)	20.66	(6)
STOCK OPTIONS (GRANTED 01/20/2002)	25.62	(6)
COMMON STOCK EQUIVALENT (9)

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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
(7)	11/15/2003	COMMON STOCK	2284	2284	D
(8)	01/18/2008	COMMON STOCK	22001	22001	D
(8)	01/24/2009	COMMON STOCK	10698	10698	D
(8)	01/23/2010	COMMON STOCK	11516	11516	D
(8)	01/22/2011	COMMON STOCK	11674	11674	D
(8)	01/20/2012	COMMON STOCK	15808	15808	D
(10)		COMMON STOCK	195	195 (11)	I	INTEREST IN PLAN

Explanation of Responses:

(1) Award of stock pursuant to the F.N.B. Corporation Restricted Stock and Incentive Bonus Plan. Vests 20% each year over a 5 year period. Includes 7.932 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) Shares held in trust and deferred under the F.N.B. Corporation Directors' Compensation Plan. Includes 14.072 shares deferred under the F.N.B. Corporation Dividend Reinvestment Plan.

(5) Includes 42.5526 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

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

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

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

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

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

(11) Includes 1.5489 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

/s/ C. C. Coghill	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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