FNB CORP/PA/ — Director's Dealing 2003

Jan 8, 2003

4 1 g80104f1e4.htm ARCHIE O. WALLACE 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)
Wallace, Archie O.		F.N.B. Corporation (FBAN)				###-##-####
288 East Avenue	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)
Greenville, PA 16125 (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).

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)
	Code	V	Amount	(A) or (D)	Price
COMMON						34135.938 (1)	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)	26.90	01/20/2002	A		1417
	25.62	(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	1590	1590	D
04/30/2000	04/29/2009	COMMON STOCK	388	388	D
01/24/2001	01/23/2010	COMMON STOCK	1351	1351	D
01/23/2002	01/22/2011	COMMON STOCK	1718	1718	D
01/21/2003	01/20/2012	COMMON STOCK	1417	SEE BELOW
01/21/2003	01/20/2012	COMMON STOCK	1487	1487	D

Explanation of Responses:

(1) Includes 1589.331 shares acquired as a result of a 5% stock dividend on 05/31/2002 and 971.053 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

(2) Represents change in exercise price and number of shares obtainable upon exercise due to a 5% stock dividend on 05/31/2002.

/s/ Archie O. Wallace	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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