EX-24.1 5 g70060ex24-1.txt POWERS OF ATTORNEY 1 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of F.N.B. Corporation (the "Corporation") and the several undersigned officers and directors thereof whose signatures appear below, hereby makes, constitutes and appoints Gary L. Tice and John D. Waters, and each of them, its, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for it, him or her and in its, his or her name, place and stead, in any and all capacities, to sign the following registration statements of the Corporation to be filed with the Securities and Exchange Commission (the "Commission"), together with any and all amendments (including post-effective amendments) to such registration statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof: (i) registration statement on Form S-3 relating to the resale of the shares of common stock of the Corporation issued in connection with the acquisition of Connell and Herrig Insurance, Inc.; Altamura, Marsh and Associates, Inc.; OneSource Group, Inc.; and Don Ostrowsky & Assoc., Inc.; (ii) registration statement on Form S-8 relating to the Corporation's 2001 Incentive Plan; and (iii) registration statement on Form S-8 relating to the registration of the issuance of shares of the Corporation's common stock upon the exercise of options assumed by the Corporation in connection with its acquisition of Citizens Community Bancorp, Inc. 2 IN WITNESS WHEREOF, F.N.B. Corporation has caused this power of attorney to be signed on its behalf, and each of the undersigned officers and directors of F.N.B. Corporation in the capacity or capacities noted has hereunto set his or her hand as of the date indicated below. This Power of Attorney may be executed in counterparts which, when taken together, constitute a single original thereof. F.N.B. CORPORATION By: /s/ Gary L. Tice --------------------------------------- Gary L. Tice President, Chief Executive Officer and Chief Operating Officer Dated: June 11, 2001 Chairman of the Board and ------------------------------------ Director Peter Mortensen /s/ Gary L. Tice President, Chief Executive Officer, June 11, 2001 ------------------------------------ Chief Operating Officer and Gary L. Tice Director (principal executive officer) /s/ Stephen J. Gurgovits Vice Chairman and Director June 11, 2001 ------------------------------------ Stephen J. Gurgovits /s/ John D. Waters Vice President and Chief Financial June 11, 2001 ------------------------------------ Officer (principal accounting John D. Waters officer) /s/ W. Richard Blackwood Director June 6, 2001 ------------------------------------ W. Richard Blackwood /s/ Alan C. Bomstein Director June 5, 2001 ------------------------------------ Alan C. Bomstein /s/ William B. Campbell Director June 11, 2001 ------------------------------------ William B. Campbell /s/ Charles T. Cricks Director June 5, 2001 ------------------------------------ Charles T. Cricks /s/ Henry M. Ekker, Esq. Director June 5, 2001 ------------------------------------ Henry M. Ekker, Esq. Director ------------------------------------ James S. Lindsay
3 /s/ Paul P. Lynch Director June 5, 2001 ------------------------------------ Paul P. Lynch /s/ Edward J. Mace Director June 5, 2001 ------------------------------------ Edward J. Mace Director ------------------------------------ Robert S. Moss Director ------------------------------------ William A. Quinn /s/ William J. Strimbu Director June 5, 2001 ------------------------------------ William J. Strimbu /s/ Archie O. Wallace Director June 5, 2001 ------------------------------------ Archie O. Wallace /s/ James T. Weller Director June 5, 2001 ------------------------------------ James T. Weller /s/ Eric J. Werner, Esq. Director June 5, 2001 ------------------------------------ Eric J. Werner, Esq. /s/ Robert B. Wiley Director June 5, 2001 ------------------------------------ Robert B. Wiley /s/ Donna C. Winner Director June 5, 2001 ------------------------------------ Donna C. Winner