S-3

As filed with the Securities And Exchange Commission on March 18, 2003

Registration Statement No. 333-_____

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933

F.N.B. CORPORATION

(Exact name of Registrant as specified in its charter)

Florida
(State or other jurisdiction
of incorporation or organization) 25-1255406
(I.R.S. Employer
Identification No.)

F.N.B. CENTER, 2150 GOODLETTE ROAD NORTH
NAPLES, FLORIDA 34102
(239) 262-7600

(Address, including zip code, and telephone number, including area code,
of Registrant’s principal executive offices)

THOMAS E. FAHEY
Chief Financial Officer
F.N.B. Corporation
F.N.B. Center
2150 Goodlette Road North
Naples, Florida 34102
(239) 262-7600

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:
ROBERT C. SCHWARTZ
Smith, Gambrell & Russell, LLP
1230 Peachtree Street, N.E., Suite 3100
Atlanta, GA 30309-3592
(404) 815-3758

     Approximate date of commencement of proposed sale to the public: As soon as practicable following the effectiveness of this Registration Statement.

     If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE
				Proposed Maximum				Proposed Maximum
Title of Securities		Amount to be		Offering Price Per			Aggregate Offering		Amount of
to be Registered		Registered		Share			Price		Registration Fee
Subordinated Term Notes Series 2003 Due 3, 6, 9, 12, 15, 18, 21, 24, 27, 30, 36, 48, 60, 84 and 120 months			—		100	%		—		—
Subordinated Daily Notes			—		100	%		—		—
Subordinated Special Daily Notes Series 2003			—		100	%		—		—
	Total		175,000,000		100	%	$	175,000,000	$	8,895	(1)

(1) In accordance with Rule 457(p) of the Securities Act, the Registrant has offset $5,280 of the filing fee associated with this registration statement, which represents 8% of the $66,000 filing fee associated with the Registrant’s Form S-3 filed on June 1, 2000 (Registration Statement No. 333-38370) (the “Existing S-3”). Prior to the effectiveness of this registration statement, the Registrant hereby undertakes to terminate its offering pursuant to the Existing S-3, and to cause not less than $20 million of securities to remain unsold under the Existing S-3 (8% of the $250 million of securities registered under the Existing S-3) at the time such offering is terminated.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

PROSPECTUS

[F.N.B. CORPORATION LOGO]

$175,000,000
of
Subordinated Term Notes Series 2003,
Subordinated Daily Notes
and
Subordinated Special Daily Notes Series 2003

Term Notes Series 2003		Daily Notes		Special Daily Notes Series 2003
Available Terms	3, 6, 9, 12, 15, 18, 21, 24, 27, 30, 36, 48, 60, 84 and 120 months	Term	The Daily Notes have no set term	Term	The Special Daily Notes have no set term.
Minimum Purchase	$500	Minimum Purchase	$50.00	Minimum Purchase	We may establish minimum purchase requirements from time to time — see the Prospectus Supplement.
Interest	We will establish the interest rate when you purchase the Term Note — see the Prospectus Supplement for current rates. You will have different interest payment options, depending on the term of your Term Note.	Interest	We will establish the interest rate when you purchase the Daily Note — see the Prospectus Supplement for current rates. Interest is accrued daily, compounded quarterly and is paid when you redeem the Daily Note.	Interest	We will establish the interest rate when you purchase the Special Daily Note — see the Prospectus Supplement for current rates. Interest is accrued daily, compounded quarterly and is paid when you redeem the Special Daily Note.
Redemption	You can redeem your Term Note at any time but will forfeit some interest. We can redeem your Term Note on 30 days’ notice.	Redemption	You can redeem all or any portion of your Daily Note at any time without penalty. We can redeem your Daily Note on 30 days’ notice.	Redemption	You can redeem all or any portion of your Special Daily Note at any time without penalty. We can redeem your Special Daily Note on 30 days’ notice.

     The notes will be offered and sold by officers and employees of our subsidiary, Regency Finance Company, and its subsidiary, Citizens Financial Services, Inc. We will not pay any commissions in connection with sales of the notes, and we will therefore receive the full proceeds from sales. The notes will not be listed on any securities exchange or other trading market.

     The Term Notes will not be secured by any collateral, and will be subordinate to all of our other existing and future senior debt. Before investing in the notes, you should carefully consider the risk factors described beginning on page 2 of this Prospectus.

     The notes offered hereby are not deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is         , 2003.

TABLE OF CONTENTS

EX-4.1 SPECIMEN OF THE SUBORDINATED TERM NOTES

EX-4.3 SPECIMEN OF THE SUBORDINATED DAILY NOTES

EX-4.6 FORM OF AMENDED OFFICERS' CERTIFICATE

EX-4.7 FORM OF SECOND OFFICERS' CERTIFICATE

EX-12.1 STATEMENT RE: COMPUTATION OF RATIOS

EX-23.2 CONSENT OF ERNST & YOUNG LLP

EX-23.3 CONSENT OF PRICEWATERHOUSECOOPERS LLP

EX-25.1 STATEMENT OF ELIGIBILITY OF TRUSTEE

Table of Contents

Questions and Answers About the Notes	1
Risk Factors	2
Disclosure Regarding Forward-Looking Statements	5
Summary Consolidated Financial Data	6
The Company	7
Description of Notes	10
Use of Proceeds	16
Plan of Distribution	16
Legal Matters	16
Independent Auditors	16
Where You Can Find Additional Information	17
Information Incorporated by Reference	17

     You should rely only on the information contained or incorporated by reference in this Prospectus and the accompanying Prospectus Supplement, which describes the interest rates applicable to the notes at the time of your purchase. We have not authorized anyone to provide you with any other information and you should not rely on any other information in making your investment decision.

     We are not making an offer to sell the notes in any jurisdiction where the offer or sale is not permitted.

(i)

Questions and Answers About the Notes

What is F.N.B. Corporation?

     We are a diversified financial services company headquartered in Naples, Florida. We own and operate community banks, insurance agencies, a consumer finance company and First National Trust Company with offices in Florida, Pennsylvania, Ohio and Tennessee. As of December 31, 2002, we had $7.1 billion in total assets. Our common stock is traded on The Nasdaq Stock Market under the symbol FBAN. The address of our corporate headquarters is F.N.B. Center, 2150 Goodlette Road North, Naples, Florida 34102. The telephone number at our corporate headquarters is (239) 262-7600. Please call our subsidiary, Regency Finance Company, at (724) 983-3453 with any questions regarding the notes.

What are the notes?

     The notes we are offering are unsecured subordinated debt obligations issued by us through our subsidiary, Regency Finance Company, and its subsidiary, Citizens Financial Services.

Are the notes insured?

     The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. The notes also are not secured by any of our assets or any other collateral.

What are the maturities of the notes?

     The Term Notes are available in maturities of 3, 6, 9, 12, 15, 18, 21, 24, 27, 30, 36, 48, 60, 84, and 120 months. The Daily Notes and Special Daily Notes have no set maturity, and are payable on demand.

What are the interest rates on the notes?

     We will determine the interest rates payable on the notes, and the rates will vary from time to time. The interest rate on the Daily Notes and the Special Daily Notes may be adjusted monthly, on the first day of each month. Each Term Note will have a fixed interest rate for the term of the note.

     The interest rates in effect at any given time are described in the Prospectus Supplement that accompanies this Prospectus.

How do I receive the interest payments on my investment?

     Interest on the Daily Notes and the Special Daily Notes is accrued daily, compounded quarterly, and paid upon redemption.

     Interest on the Term Notes accrues daily and may be paid monthly or quarterly, depending on the term. In addition, you may elect to have interest compounded quarterly on Term Notes having a maturity of at least nine months.

1

Risk Factors

     In addition to the other information contained in or incorporated by reference into this Prospectus and the accompanying Prospectus Supplement, you should give careful attention to the following statements respecting certain risks associated with the notes and with the business of FNB generally.

Risks Specifically Related to the Notes

The notes are not secured, insured or guaranteed.

     The notes are not secured by any of our assets or any other collateral. Also, the notes are not bank deposits and are not insured or guaranteed by the FDIC or any other governmental agency. You are therefore increasing your risk of loss if you buy notes with funds taken from an insured account held at a bank, savings and loan association or credit union.

Our status as a holding company makes us dependent on dividends from our subsidiaries to make payments on the notes.

     We are a holding company and conduct almost all of our operations through our subsidiaries. We do not have any significant assets other than the stock of our subsidiaries. Accordingly, we depend on the cash flows of our subsidiaries to meet our obligations, including payment of the principal and interest on the notes. Our right, and thus the right of the buyers of notes and our other creditors, to participate in any distribution of earnings or assets of our subsidiaries is subject to the prior claims of creditors of such subsidiaries. As of December 31, 2002, the amount of such claims (excluding deposit liabilities) was $806.0 million.

     Under federal and state law, our bank subsidiaries are limited in the amount of dividends they can pay to us without prior regulatory approval. Also, bank regulators have the authority to prohibit our subsidiary banks from paying dividends if they think the payment would be an unsafe and unsound banking practice.

Your right to receive payments on the notes is subordinate to all of our senior indebtedness.

     According to the terms of the notes, the payment of the principal and interest on the notes is subordinate in right of payment to the prior payment when due of the principal and interest on all of our senior indebtedness. Although we had no senior indebtedness outstanding at December 31, 2002, the notes contain no restriction on our ability to incur senior indebtedness.

     Holders of senior indebtedness will be able to prevent payment on the notes:

• in the event of our bankruptcy, liquidation or reorganization;

• if there is a payment default under certain senior indebtedness; and

• if there are certain non-payment defaults under certain senior indebtedness.

You will forfeit interest if you elect to have a Term Note redeemed prior to its maturity.

     If you redeem a Term Note before its maturity date, you will forfeit one month of interest earned, or that could have been earned, if you are redeeming a Term Note with a maturity of 12 months or less; three months of interest earned, or that could have been earned, if you are redeeming a note with a maturity of between 15 and 30 months; and six months of interest earned, or that could have been earned, if you are redeeming a Term Note with a maturity in excess of 30 months. We may also require you to give us 30 days’ prior written notice before you redeem a Term Note.

2

Your ability to sell or transfer the notes will be limited.

     There is no trading market for the notes and the notes are non-negotiable. You can transfer or assign the notes only with our consent and only at the offices of our sales and paying agents, Regency Finance Company or Citizens Financial Services, Inc.

Risks Related to Owning FNB Securities Generally

Our status as a holding company makes us dependent on dividends from our subsidiaries to meet our obligations.

     We are a holding company and conduct almost all of our operations through our subsidiaries. We do not have any significant assets other than the stock of our subsidiaries. Accordingly, we depend on the cash flows of our subsidiaries to meet our obligations. Our right to participate in any distribution of earnings or assets of our subsidiaries is subject to the prior claims of creditors of such subsidiaries. Under federal and state law, our bank subsidiaries are limited in the amount of dividends they can pay to us without prior regulatory approval. Also, bank regulators have the authority to prohibit our subsidiary banks from paying dividends if they think the payment would be an unsafe and unsound banking practice.

Interest rate volatility could significantly harm our business.

     Our results of operations are affected by the monetary and fiscal policies of the federal government and the regulatory policies of governmental authorities. A significant component of our earnings is our net interest income, which is the difference between income from interest-earning assets, such as loans, and expense of interest-bearing liabilities, such as deposits. A change in market interest rates will adversely affect our earnings if market interest rates change such that the interest we pay on deposits and borrowings increases faster than the interest we collect on loans and investments. Consequently, we, along with other financial institutions generally, are sensitive to interest rate fluctuations.

Our results of operations are significantly affected by the ability of our borrowers to repay their loans.

     Lending money is an essential part of the banking business. However, borrowers do not always repay their loans. The risk of non-payment is affected by:

• credit risks of a particular borrower;

• changes in economic and industry conditions;

• the duration of the loan; and

• in the case of a collateralized loan, uncertainties as to the future value of the collateral.

     In the financial services industry, commercial/industrial, construction and commercial real estate loans generally present a greater risk of non-payment by a borrower than other types of loans. However, we have experienced the majority of our net charge-offs historically within the consumer installment loan category.

3

Our financial condition and results of operations will be adversely affected if our allowance for loan losses is not sufficient to absorb actual losses.

     There is no precise method of predicting loan losses. We can give no assurance that our allowance for loan losses is or will be sufficient to absorb actual loan losses. Loan losses could have a material adverse effect on our financial condition and results of operations. We attempt to maintain an appropriate allowance for loan losses to provide for estimated losses in our loan portfolio. We periodically determine the amount of the allowance for loan losses based upon consideration of several factors, including:

• an ongoing review of the quality, mix and size of the overall loan portfolio;

• historical loan loss experience;

• evaluation of non-performing loans;

• assessment of economic conditions and their effects on the existing portfolio; and

• the amount and quality of collateral, including guarantees, securing loans.

Our financial condition may be adversely affected if we are unable to attract sufficient deposits to fund our anticipated loan growth.

     We fund our loan growth primarily through deposits. To the extent that we are unable to attract and maintain levels of deposits to fund our loan growth, we would be required to raise additional funds through public or private financings. We can give no assurance that we would be able to obtain these funds on terms that are favorable to us.

We could experience significant difficulties and complications in connection with our growth.

     We have grown significantly over the last few years and may seek to continue to grow by acquiring financial institutions and branches as well as non-depository entities engaged in permissible activities which complement the services currently provided by our financial institution subsidiaries. However, the market for acquisitions is highly competitive. We may not be as successful in the future as we have been in the past in identifying financial institution and branch acquisition candidates, integrating acquired institutions or preventing deposit erosion at acquired institutions or branches.

     We may encounter unforeseen expenses, as well as difficulties and complications in integrating expanded operations and new employees without disruption to overall operations. In addition, rapid growth may adversely affect our operating results because of many factors, including start-up costs, diversion of management time and resources, asset quality and required operating adjustments. We may not successfully integrate or achieve the anticipated benefits of our growth or expanded operations.

We could be adversely affected by changes in the law, especially changes deregulating the banking industry.

     We and our subsidiaries operate in a highly regulated environment and are subject to supervision and regulation by several governmental regulatory agencies, including the Federal Reserve Board, the Office of the Comptroller of the Currency, the FDIC and the Pennsylvania and Florida Departments of Banking. Regulations are generally intended to provide protection for depositors and customers rather than for investors. We are subject to changes in federal and state law, regulations, governmental policies, income tax laws and accounting principles. Deregulation could adversely affect the banking industry as a whole and may limit our growth and the return to investors by restricting such activities as:

4

• the payment of dividends;

• mergers with or acquisitions by other institutions;

• investments;

• loans and interest rates;

• providing securities, insurance or trust services; and

• the types of non-deposit activities in which our financial institution subsidiaries may engage.

     In addition, legislation may change present capital requirements, which would restrict our activities and require us to maintain additional capital. We cannot predict what changes, if any, federal and state agencies will make to existing federal and state legislation and regulations or the effect that such changes may have on our business.

Our results of operations could be adversely affected due to significant competition.

     We may not be able to compete effectively in our markets, which could adversely affect our results of operations. The banking and financial service industry in each of our market areas is highly competitive. The increasingly competitive environment is a result of:

• changes in regulation;

• changes in technology and product delivery systems; and

• the accelerated pace of consolidation among financial services providers.

     We compete for loans, deposits and customers with various bank and non-bank financial service providers, many of which are larger in terms of total assets and capitalization, have greater access to capital markets and offer a broader array of financial services than do we. Competition with such institutions may cause us to increase our deposit rates or decrease our interest rate spread on loans we originate.

Disclosure Regarding Forward-Looking Statements

     This Prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended. Such forward-looking statements may be identified by, among other things, accompanying language including the words “expects,” “intends,” “anticipates,” “estimates” or analogous expressions, or by qualifying language or assumptions. Such statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results or performance to differ materially from such forward-looking statements. Such risks, uncertainties and other factors include, among others, general economic and business conditions, competition, changes in political, social and economic conditions, regulatory initiatives and compliance with government regulations, customer preference and various other matters, many of which are beyond our control. These forward-looking statements speak only as of the date of this Prospectus. We disclaim any obligation or undertaking to disseminate any updates or revisions to such forward-looking statements to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based.

5

Summary Consolidated Financial Data

     The following table sets forth our summary consolidated financial data for the periods indicated. This information should be read in conjunction with our financial statements and notes thereto incorporated by reference in this Prospectus.

			At or for the year ended December 31,
			2002			2001			2000			1999			1998
						(dollars in thousands, except per share data)
Summary of Operations:
	Interest income		$	426,784		$	450,366		$	450,710		$	401,914		$	389,119
	Interest expense			145,671			200,300			211,381			168,770			170,657
		Net interest income		281,113			250,066			239,329			233,144			218,462
	Provision for loan losses			19,094			31,195			17,982			15,776			13,718
		Net interest income after provision for loan losses		262,019			218,871			221,347			217,368			204,744
	Total non-interest income			120,873			99,995			79,985			69,814			60,518
	Merger and consolidation and other non-recurring expenses			43,165			12,037			6,700			6,028			6,516
	Other non-interest expense			246,279			230,810			205,512			193,936			178,420
	Total non-interest expense			289,444			242,847			212,212			199,964			184,936
	Income before taxes			93,448			76,019			89,120			87,218			80,326
	Income taxes			30,113			23,034			27,212			26,073			25,551
		Net income	$	63,335		$	52,985		$	61,908		$	61,145		$	54,775
Per Common Share Data:
	Net income:
		Basic	$	1.44		$	1.25		$	1.44		$	1.42		$	1.29
		Diluted		1.41			1.23			1.42			1.39			1.26
	Cash dividends			0.85			0.71			0.65			0.61			0.59
	Book value, end of period			13.61			12.98			11.41			11.69			11.59
Selected Period End Balances:
	Assets		$	7,090,232		$	6,488,383		$	6,126,792		$	5,892,263		$	5,407,930
	Net loans			5,152,098			4,749,376			4,557,656			4,346,621			3,747,548
	Deposits			5,426,157			5,099,076			4,913,754			4,607,051			4,492,568
	Long-term debt			450,647			342,424			267,729			268,393			171,110
	Preferred stock			1			1			1,678			2,075			2,380
	Stockholders’ equity			598,596			572,407			503,422			491,436			486,988
Selected Performance Ratios:
	Return on average assets			0.93	%		0.84	%		1.03	%		1.09	%		1.05	%
	Return on average equity			10.97	%		9.81	%		12.28	%		12.50	%		11.63	%
	Total equity/total assets			8.44	%		8.82	%		8.22	%		8.34	%		9.01	%
	Net interest margin (fully taxable equivalent)			4.70	%		4.44	%		4.45	%		4.66	%		4.64	%
	Dividend payout			59.03	%		52.81	%		45.36	%		43.81	%		40.13	%
Asset Quality Ratios:
	Non-performing loans/total loans			0.54	%		0.56	%		0.53	%		0.50	%		0.55	%
	Allowance for loan losses/non-performing loans			1.31	%		1.35	%		1.24	%		1.20	%		1.22	%
	Non-performing assets/total assets			0.46	%		0.48	%		0.52	%		0.46	%		0.43	%
Ratio of Earnings to Fixed Charges:
	Including interest expense on deposits			1.64			1.37			1.42			1.51			1.46
	Excluding interest expense on deposits			3.92			3.24			3.35			4.16			5.09

6

THE COMPANY

General

     F.N.B. Corporation was formed in 1974 and is a financial services holding company headquartered in Naples, Florida. We provide a broad range of financial services to our customers through our banking and other financial services affiliates with offices in Florida, Pennsylvania, Ohio and Tennessee. Our main office is located at 2150 Goodlette Road North, Naples, Florida, 34102, and our telephone number is 1-800-262-7600. As of December 31, 2002, we had approximately $7.1 billion in consolidated assets, approximately $5.4 billion in total deposits and 173 full-service banking offices.

     We provide a full range of financial services through our subsidiaries, principally to consumers and small- to medium-size businesses in our market areas. Our business strategy has been to focus primarily on providing quality, community-based financial services adapted to the needs of each of the markets we serve. We have emphasized our community orientation by preserving local advisory boards of directors and by allowing local management certain autonomy in decision-making, enabling them to respond to customer requests more quickly and concentrate on transactions within our market areas. While we have generally sought to preserve decision-making at a local level, we have established centralized legal, loan review, accounting, investment, audit, loan operations and data processing functions. The centralization of these processes has enabled us to maintain consistent quality of these functions and to achieve certain economies of scale.

     Our lending philosophy is to minimize credit losses by following strict credit approval standards (which include independent analysis of realizable collateral value), diversifying our loan portfolio by industry and borrower and conducting ongoing review and management of our loan portfolio. We are an active residential mortgage lender, and our commercial loans are generally to established businesses within our market area. We do not have a significant amount of construction loans and we have no highly leveraged transaction loans.

     No material portion of our deposits has been obtained from a single or small group of customers, and the loss of any customer’s deposits or a small group of customers’ deposits would not have a material adverse effect on our business. The majority of the deposits held by each of our bank subsidiaries have been generated within the respective subsidiary’s market area.

     In addition to community banking, we offer a full range of asset management, investment services, mutual funds, annuities and a complete line of insurance products.

     As of February 18, 2003, we and our subsidiaries had 2,586 full-time employees and 599 part-time employees.

7

     Following is information as of December 31, 2002 for our principal subsidiaries (including the year established and location of principal office for each).

	Total Assets		Total Deposits		Number of Offices
	(dollars in thousands)
Community Bank Subsidiaries:
First National Bank of Pennsylvania (Est. 1864) Hermitage, Pennsylvania	$	4,190,804	$	3,313,570		130
First National Bank of Florida (Est. 1988) Naples, Florida		2,710,598		2,121,232		43
	$	6,901,402	$	5,434,802		173
Consumer Finance Subsidiary:
Regency Finance Company (Est. 1927) Hermitage, Pennsylvania	$	148,400				47
Insurance Agency Subsidiary:
Roger Bouchard Insurance, Inc. (Est. 1948) Clearwater, Florida	$	32,921				15
Trust Subsidiary:
First National Trust Company (Est. 1934) Naples, Florida	$	4,428				14

     We have four other subsidiaries, Penn-Ohio Life Insurance Company (“Penn-Ohio”), First National Corporation (“FNC”), First National Management Corporation (“FNMC”), and F.N.B. Building Corporation (“F.N.B. Building”). Penn-Ohio underwrites, as a reinsurer, credit life and accident and health insurance sold by our subsidiaries. FNC and FNMC hold equity securities and other assets for the holding company. F.N.B. Building owns real estate that is leased to certain affiliates. Customer Service provides data processing and other services to our affiliates.

Operations of the Bank Subsidiaries

     Our bank subsidiaries offer services traditionally offered by full-service commercial banks, including commercial and individual demand and time deposit accounts, and commercial, mortgage and individual installment loans. In addition to traditional banking products, our bank subsidiaries also offer various alternative investment products including mutual funds and annuities.

     In addition, First National Trust Company provides a broad range of personal and corporate fiduciary services, including the administration of decedent and trust estates. As of December 31, 2002, the market value of corporate-wide trust assets under management totaled approximately $1.8 billion.

Operations of the Consumer Finance Subsidiary

     Our consumer finance subsidiary, Regency Finance Company, is involved principally in making personal installment loans to individuals and purchasing installment sales finance contracts from retail merchants.

Operations of the Insurance Agency

     Roger Bouchard Insurance is a full-service agency that offers all lines of commercial and personal insurance through major carriers.

8

Other Information

     As part of our operations, we regularly evaluate the potential acquisition of, and hold discussions with, various financial institutions and other businesses of a type eligible for financial holding company investment. In addition, we regularly analyze the values of, and submit bids for, the acquisition of customer-based funds and other liabilities and assets of such financial institutions and other businesses. As a general rule, we publicly announce such material acquisitions when a definitive agreement has been reached.

     For further information, reference is made to our Annual Report on Form 10-K for the year ended December 31, 2002, which is incorporated herein by reference. Investors desiring a copy of such report may contact us at our website, address or telephone number indicated under “Information Incorporated by Reference” or access the SEC’s website at www.sec.gov.

9

Description of the Notes

General

     We will issue the notes under an Indenture, dated as of May 15, 1992, as supplemented by the First Supplemental Indenture dated as of January 1, 1994, (the “Indenture”), between us and J.P. Morgan Trust Company, National Association, successor to Northern Central Bank, as trustee (the “Trustee”). The notes are subordinated, unsecured obligations. The material terms, provisions and covenants contained in the notes and the Indenture are described below.

     The notes will be subordinate in right of payment to our senior indebtedness, as described below under “Subordination.” The Indenture does not limit our incurrence of senior indebtedness or any other debt, secured or unsecured, nor does it contain any terms which would afford protection to holders of the notes issued thereunder in the event we undergo a recapitalization, change in control, highly leveraged transaction or restructuring.

     Because we are a holding company, our rights and the rights of our creditors, including the holders of the notes, to participate in the distribution of the assets of any of our subsidiaries upon liquidation, dissolution or reorganization of a subsidiary will be subject to the prior claims of our subsidiaries’ creditors (including depositors in bank subsidiaries), except to the extent that we may ourselves be a creditor with recognized claims against the subsidiary.

     The terms of the notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended as in effect on the date of the Indenture. The notes are subject to all such terms, and we refer you to the Indenture and the Trust Indenture Act for a statement of them. The statements under this caption relating to the Indenture, a copy of which is filed as an exhibit to the Registration Statement, and the notes are summaries and do not purport to be complete. The summaries are qualified in their entirety by reference to the Indenture.

Term Notes

     We are offering Term Notes with maturities of 3, 6, 9, 12, 15, 18, 21, 24, 27, 30, 36, 48, 60, 84 and 120 months. We will determine the rate of interest payable on such Term Notes, which will vary from time to time. The minimum principal amount for which Term Notes are offered is $500, and we may from time to time offer Term Notes with higher interest rates if higher minimum purchase amounts are met. The rate of interest at the time of purchase will be the rate payable throughout the original term of a Term Note.

     Interest on the Term Notes will accrue daily. You may elect to have the interest on a 3 or 6 month Term Note paid monthly by check mailed to you or at maturity. You may elect to have the interest on any other Term Note paid monthly or quarterly by check mailed to you or compounded quarterly at the rate of the Term Note.

Automatic Renewal of Term Notes

     At maturity, each Term Note will automatically be renewed for an additional term, equal in duration to its original term, at the rate of interest then in effect for Term Notes of comparable maturity. All of the other terms and conditions applicable to a Term Note when issued will also apply during each renewal term. You may elect not to renew a Term Note by notifying us in writing prior to maturity that you do not wish to have the Term Note renewed.

10

Redemption of Term Notes at Option of Holder

     You may at any time elect to have us redeem a Term Note, in whole or in part, provided that partial redemption may not reduce the principal amount of the Term Note below $500 and that you will be subject to forfeiting some of the interest paid or payable on the Term Note, as follows:

• if you elect to have a Term Note with a maturity of 12 months or less redeemed prior to maturity, you will forfeit one month of interest earned, or that could have been earned, on the amount redeemed;

• if you elect to have a Term Note with a maturity of between 15 and 30 months redeemed prior to maturity, you will forfeit three months of interest earned, or that could have been earned, on the amount redeemed; and

• if you elect to have a Term Note with a maturity of in excess of 30 months redeemed prior to maturity, you will forfeit six months of interest earned, or that could have been earned, on the amount redeemed.

     These forfeiture provisions will apply regardless of the length of time that you have owned the Term Note prior to electing to have it redeemed. If necessary, we will deduct interest already paid to you from the amount redeemed.

     Term Notes may be redeemed before maturity without forfeiture of interest upon the death of the holder or if the holder is determined to be legally incompetent, as determined by a court with appropriate jurisdiction. We may require you to give us no less than 30 days’ prior written notice, by first class mail, of an election to redeem a Term Note prior to its maturity. You must specify in the notice the principal amount of the Term Note to be redeemed and the redemption date.

Daily Notes

     We will issue Daily Notes in the minimum original principal amount of $50. You may increase or decrease the principal amount of a Daily Note by making additional purchases or partial redemptions. Each partial redemption must be in the minimum amount of $50 and may not reduce the principal amount of the Daily Note below $50. At your request, we will record on the Daily Note any adjustments to the principal amount effected through additional purchases or partial redemptions.

     If you redeem a Daily Note in full, you must surrender the Daily Note to us and we will then pay you the outstanding principal amount thereof, together with any accrued but unpaid interest. We may require you to give us at least 30 days’ prior written notice, by first class mail, of your election to have the Daily Note redeemed. You must specify in the notice the principal amount of the Daily Note to be redeemed and the redemption date.

     We will determine the interest rate payable on the Daily Notes. The interest rate may increase or decrease on a monthly basis. We will make each adjustment, if any, to the interest rate on the first day of the month. The interest rate, once adjusted, will be effective on the first day of each month and will remain in effect until next adjusted by us. Interest will be accrued daily and compounded quarterly.

11

Special Daily Notes

     The Special Daily Notes have terms substantially identical to the terms of the Daily Notes, with the following exceptions:

• we may from time to time establish minimum investments that may be made in the Special Daily Notes;

• at the time of sale of a Special Daily Note, we may establish a minimum principal amount with respect to which a holder may elect to have the Special Daily Note redeemed; and

• the interest rate payable on Special Daily Notes will generally exceed the interest rate payable on Daily Notes.

General Provisions Applicable to All Notes

Optional Redemption by Us

     We have the right, at our option, to redeem, in full or partially, any or all series of notes at any time. Under the Indenture, the Daily Notes and the Special Daily Notes each constitute a separate series, and each maturity of Term Notes also constitutes a series. Any partial redemption will be made ratably on all outstanding notes of the particular series being partially redeemed. Interest on the notes will continue to accrue until the date of redemption and no premium will be paid in connection with a redemption. We will give you at least 30 days’ prior written notice by first class mail of each redemption, specifying, among other things, the principal amount of the note to be redeemed and the redemption date. Once we notify you of a redemption, the principal amount of the note specified in such notice, together with accrued and unpaid interest to the redemption date, will become due and payable on the redemption date.

Subordination

     The indebtedness evidenced by the notes is subordinate to the prior payment when due of the principal of and interest on all senior indebtedness, which consists of our indebtedness outstanding at any time other than indebtedness to a subsidiary for money borrowed or advanced from such subsidiary and indebtedness which by its terms is not superior in right of payment to the notes. As of December 31, 2002, we had no outstanding senior indebtedness.

     Upon maturity of any senior indebtedness, we must make payment in full on such senior indebtedness before we can make any payment on the notes. We may not make any payment on the notes while we are in default on the payment of any senior indebtedness, or while any other event of default exists with respect to senior indebtedness pursuant to which the holders thereof have accelerated the maturity thereof. If our assets are distributed in any dissolution, winding up, liquidation or reorganization, payment of the principal of and interest on the notes will be subordinated, to the extent and in the manner set forth in the Indenture, to the prior payment in full of all senior indebtedness. The Indenture does not limit our ability to increase the amount of senior indebtedness or to incur any additional indebtedness in the future that may affect our ability to make payments under the notes. Except as described above, our obligation to make payment of principal or interest on the notes will not be affected. The holders of the notes will be subrogated to the rights of the holders of the senior indebtedness to the extent of payments made on senior indebtedness out of the distributive share of the notes. By reason of such subordination, in the event of a distribution of assets upon insolvency, certain general creditors of ours may recover more, ratably, than holders of the notes.

12

Defaults and Remedies

     The term “Events of Default” when used in the Indenture means any one of the following:

• our failure to pay interest that continues for 30 days, or failure to pay principal of (or premium, if any, on) any of the notes when due (whether or not prohibited by the subordination provisions);

• our failure to perform any other covenant or breach of any warranty that continues for 60 days after we receive written notice of such failure or breach;

• the default under any instrument governing indebtedness of us or any subsidiary for money borrowed or guaranteed that constitutes a failure to pay principal in an aggregate principal amount exceeding $1,000,000 or that has resulted in an aggregate principal amount of at least $1,000,000 becoming or being declared due prior to its stated maturity, and which default is not cured within 30 days after we receive written notice thereof; and

• certain events of bankruptcy, insolvency or reorganization involving us or certain of our subsidiaries.

     The Indenture provides that the Trustee shall, within 90 days after the occurrence of a default, mail to note holders notice of all uncured defaults known to it (the term “default” for this purpose only means the happening of any Event of Default specified above, excluding grace periods). In the case of default in the payment of principal of or interest on any of the notes, the Trustee will be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interest of the holders.

     If an Event of Default occurs and is continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of any series of the notes then outstanding, by notice in writing to us (and to the Trustee if given by the holders), may declare the principal of and all accrued interest on all the notes of such series to be due and payable immediately. The holders of a majority in principal amount of such series of notes may rescind such declaration if (1) we have paid or deposited with the Trustee a sum sufficient to pay all overdue interest on such series of notes and principal of (and premium, if any, on) any notes which have become due otherwise than by such declaration of acceleration and (2) all existing Events of Default have been cured or waived.

     Defaults (except, unless cured, a default in payment of principal of or interest on the notes or a default with respect to a provision which cannot be modified under the terms of the Indenture without the consent of each holder affected) may be waived by the holders of a majority in principal amount of a series of notes (with respect to such series) upon the conditions provided in the Indenture.

     The Indenture requires us to file periodic reports with the Trustee as to the absence of defaults.

     Our directors, officers, employees and shareholders, as such, will not have any liability for any of our obligations under the notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder, by accepting a note, waives and releases all such liability. The waiver and release are part of the consideration for the issue of the notes.

13

Consolidation, Merger, Conveyance, Transfer or Lease

     We may not consolidate with, merge into, or transfer or lease substantially all of our assets to, any other corporation unless the successor corporation assumes all of our obligations under the Indenture and the notes and certain other conditions are met. Thereafter all of our such obligations will terminate and the successor corporation formed by such consolidation or into which we are merged or to which such transfer or lease is made will succeed to all of our rights, powers and obligations under the Indenture.

     The Indenture prohibits the issuance, sale, assignment, transfer or other disposition of shares of, or securities convertible into, or options, warrants or rights to subscribe for or purchase shares of, a subsidiary, or any successors, or mergers or consolidations involving a subsidiary, or sales or transfers of assets substantially as an entirety by any subsidiary. We may, with respect to any subsidiary that is not a Principal Member Bank (as defined in the Indenture), (1) dispose of any shares of stock or (2) issue shares of stock or permit a merger, consolidation or sale or lease of assets if the consideration received at least equals the fair value of the shares or assets transferred and either our pro rata interest in the subsidiary is maintained or we own no shares of the subsidiary immediately after the transaction. The Indenture does not prohibit such dispositions if made in compliance with any order of the court or regulatory authority or made as a condition imposed by a court or authority to the acquisition by us of any entity, or if the proceeds are, within 270 days, or such longer period of time as may be necessary to obtain requisite regulatory approvals, to be invested in a subsidiary (including any entity which upon such investment becomes a subsidiary) engaged in a business legally permissible for bank holding companies.

Service Charges

     We reserve the right to assess service charges for replacing lost or stolen notes (for which an affidavit from the holder will be required), changing the registration of any investment note to reflect a change in name of the holder, transferring (whether by operation of law or otherwise) an investment note to another person, or researching prior transactions relating to the notes.

Modification of the Indenture

     We and the Trustee may supplement or amend the Indenture under certain specified circumstances, without the consent of any holder, including to cure any ambiguity, to correct or supplement any other provision thereof, to evidence the succession of a successor to us or the Trustee, to add to the our covenants for the benefit of the holders or additional Events of Default, to secure the notes, or to add any other provisions with respect to matters or questions arising thereunder which the we and the Trustee deem necessary or desirable and which do not adversely affect the interests of the holders. Otherwise, our rights and obligations and the rights of the holders may be modified by us and the Trustee only with the consent of the holders of a majority in principal amount of each series of notes then outstanding.

Consumer Finance Subsidiary as Our Selling Agent and Paying Agent

     Regency Finance Company, and its subsidiary, Citizens Financial Services, Inc., will act as our selling agents and paying agents. All payments for notes will be made to Regency or Citizens, as our agent, and Regency or Citizens will make all principal and certain interest payments to note holders, as our agent.

14

Notes Non-Negotiable

     The notes are non-negotiable and no rights of ownership may be transferred by mere endorsement and delivery of a note to a purchaser. All transfers and assignments of notes may be made only at the offices of Regency or Citizens upon presentation of the note and recordation of such transfer or assignment in our books.

Orders Subject to Acceptance

     We reserve the right to reject any order, in whole or in part, for any reason. Your order will be irrevocable upon receipt by us. In the event that your order is not accepted, we will promptly refund your funds, without deduction of any costs and without interest. We expect that orders will be refunded within 48 hours after receipt. Once we accept your order, we will promptly deposit the funds into our account.

Satisfaction and Discharge of Indenture

     The Indenture will be discharged and cancelled upon payment of all securities issued under the Indenture, including the notes, or upon deposit with the Trustee, within not more than one year prior to the maturity of all the outstanding securities issued under the Indenture, of funds sufficient for such payment or redemption.

The Trustee

     The Trustee is J.P. Morgan Trust Company, National Association, successor to Northern Central Bank. Notices to the Trustee should be directed to One Oxford Centre, 301 Grant Street, Suite 1100, Pittsburgh, Pennsylvania 15219.

     The holders of a majority in principal amount of all outstanding series of notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, provided that such direction would not conflict with any rule of law or with the Indenture, would not be prejudicial to the rights of another holder and would not subject the Trustee to personal liability. The Indenture provides that in case an Event of Default should occur and be known to the Trustee (and not be cured), the Trustee will be required to use the degree of care of a prudent man in the conduct of his own affairs in the exercise of its power. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any of the holders unless they shall have offered to the Trustee security and indemnity satisfactory to it.

Federal Income Tax Considerations

     A holder of notes may be subject to “backup withholding” under certain circumstances. Backup withholding applies to a holder who is a United States person if the holder, among other things,

(1)	fails to furnish his social security number or other taxpayer identification number (“TIN”) to the payer responsible for backup withholding (for example, the holder’s securities broker),
(2)	furnishes such payer an incorrect TIN,
(3)	fails to provide such payer with a certified statement, signed under penalties of perjury, that the TIN provided to the payer is correct and that the holder is not subject to backup withholding, or
(4)	fails to report properly interest and dividends on his tax return. Backup withholding, however, generally does not apply to payments made to certain exempt recipients, such as corporations and tax-

15

exempt organizations. The backup withholding rate is 30% of “reportable payments,” which generally will include interest on notes.

     Under present law all interest earned on the notes will be taxable for federal income tax purposes. Even though interest on certain series of notes may be accrued during a calendar year but not paid until a future year, the accrued interest may be taxable for federal income tax purposes during the calendar year of accrual.

     Holders of notes should consult their own tax advisors about the federal, state, local and foreign tax consequences of acquiring, owning and disposing of notes.

USE OF PROCEEDS

     We intend to use the net proceeds from the sale of notes as advances to our consumer finance subsidiary, Regency Finance Company, to fund its lending and purchasing activities, and for our general corporate purposes, including mergers and acquisitions.

PLAN OF DISTRIBUTION

     We will offer the notes through officers and employees of Regency Finance Company, our consumer finance subsidiary, and its wholly owned subsidiary, Citizens Financial Services, Inc. These officers and employees will not receive any commissions or direct or indirect compensation in connection with the sale of the notes.

     We will market the notes through the use of newspaper advertisements and signs in the Regency offices and through the provision of copies of this Prospectus to customers who inquire about purchasing the notes. We will not market the notes through any mass mailings, telephone calls or other personal solicitation.

LEGAL MATTERS

     Charles C. Casalnova, corporate counsel to F.N.B. Corporation, has rendered an opinion regarding the validity of the notes covered by this Prospectus.

EXPERTS

     The consolidated financial statements of F.N.B. Corporation at December 31, 2002 and 2001, and for each of the three years in the period ended December 31, 2002, incorporated by reference in F.N.B. Corporation’s Annual Report on Form 10-K for the year ended December 31, 2002 have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon incorporated by reference herein which, as to the year 2000 is based in part on the reports of PricewaterhouseCoopers LLP, independent auditors. PricewaterhouseCoopers LLP audited portions constituting 32% of net interest income in 2000. The financial statements referred to above are included in reliance upon such reports given on the authority of such firms as experts in accounting and auditing.

     The audited financial statements of Promistar Financial Corporation, not separately presented in this Prospectus, have been audited by PricewaterhouseCoopers LLP, independent accountants, whose report thereon is incorporated herein by reference to the Annual Report on Form 10-K for the year ended December 31, 2002. Such financial statements, to the extent they have been included in the financial statements of F.N.B. Corporation, have been so incorporated in reliance on the report of such independent accountants given on the authority of said firm as experts in auditing and accounting.

16

     The audited financial statements of Promistar Financial Corporation, not separately presented in this Prospectus, have been audited by PricewaterhouseCoopers LLP, independent accountants, whose report thereon is incorporated herein by reference to our Annual Report on Form 10-K for the year ended December 31, 2002. Such financial statements, to the extent they have been included in our financial statements, have been so incorporated in reliance on the report of such independent accountants given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

     We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any report, statement or other information we have filed with the SEC at the SEC’s public reference rooms in Washington, D.C., New York, New York, or Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from commercial document retrieval services, at the website maintained by the SEC at www.sec.gov and at our website at www.fnbcorporation.com.

     We have filed a Registration Statement on Form S-3 to register with the SEC the notes offered under this Prospectus. This Prospectus is part of that Registration Statement. As allowed by SEC rules, this Prospectus does not contain all the information you can find in the Registration Statement or the exhibits to the Registration Statement.

INFORMATION INCORPORATED BY REFERENCE

     The SEC allows us to “incorporate by reference” certain information in this Prospectus, which means that we can disclose important information to you by referring you to another document that we have filed with the SEC. The information incorporated by reference is deemed to be part of this Prospectus, except for any information superseded by information in the Prospectus or a Prospectus Supplement. This Prospectus incorporates by reference our Annual Report on Form 10-K for the year ended December 31, 2002. We further incorporate by reference all additional documents that we file with the SEC between the date of this Prospectus and the date the offering of the notes is terminated. These documents contain important information about us.

     Upon request we will provide, without charge, a copy of any or all of the documents incorporated by reference in this Prospectus (other than exhibits to the documents, unless the exhibits are specifically incorporated by reference). Your requests for copies should be directed to F.N.B. Shareholder Services, P.O. Box 413043, Naples, FL 34101-3043, Telephone: 800-490-3951. These documents are also available at our website at www.fnbcorporation.com.

17

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

     The following expenses will be incurred in connection with the issuance and distribution of the securities being registered:

Securities and Exchange Commission Fee*		$	8,895	*
Printing expenses			12,000
Legal fees and expenses			10,000
Accounting fees and expenses			7,500
Trustee fees			2,500
Miscellaneous expenses			5,000
	Total	$	45,895

* Exact; all other fees and expenses are estimates.

Item 15. Indemnification of Directors and Officers.

     The Florida Business Corporation Act, as amended (the “Florida Act”), provides that, in general, a business corporation may indemnify any person who is or was a party to any proceeding (other than an action by, or in the right of, the corporation) by reason of the fact that he or she is or was a director or officer of the corporation, against liability incurred in connection with such proceeding, including any appeal thereof, provided certain standards are met, including that such officer or director acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and provided further that, with respect to any criminal action or proceeding, the officer or director had no reasonable cause to believe his or her conduct was unlawful. In the case of proceedings by or in the right of the corporation, the Florida Act provides that, in general, a corporation may indemnify any person who was or is a party to any such proceeding by reason of the fact that he or she is or was a director or officer of the corporation against expenses and amounts paid in settlement actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof, provided that such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made in respect of any claim as to which such person is adjudged liable unless a court of competent jurisdiction determines upon application that such person is fairly and reasonably entitled to indemnity. To the extent that any officers or directors are successful on the merits or otherwise in the defense of any of the proceedings described above, the Florida Act provides that the corporation is required to indemnify such officers or directors against expenses actually and reasonably incurred in connection therewith. However, the Florida Act further provides that, in general, indemnification or advancement of expenses shall not be made to or on behalf of any officer or director if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (i) a violation of the criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe it was unlawful; (ii) a transaction from which the director or officer derived an improper personal benefit; (iii) in the case of a director, a circumstance under which the director has voted for or assented to a distribution made in violation of the Florida Act or the corporation’s Articles of Incorporation; or (iv) willful misconduct or a conscious disregard for the best

II-1

interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.

     FNB’s Articles of Incorporation provide that FNB shall indemnify its directors and officers to the fullest extent permitted by law in connection with any actual or threatened action, suit or proceedings, civil, criminal, administrative, investigative or other (whether brought by or in the right of FNB or otherwise) arising out of their service to FNB or to another organization at FNB’s request, or because of their positions with FNB. The Articles further provide that FNB may purchase and maintain insurance to protect itself and any such director or officer against any liability, cost or expense asserted against or incurred by him in respect of such service, whether or not FNB would have the power to indemnify him against such liability by law or under the provisions of this paragraph.

     FNB’s Bylaws provide that to the fullest extent permitted by law, no director of the Corporation shall be personally liable for monetary damages for any action taken, or any failure to take any action.

Item 16. Exhibits

     The following exhibits are filed as part of this Registration Statement:

Exhibit No.	Description of Exhibit
4.1	Specimen of the Registrant’s Subordinated Term Notes Series 2003 due 3, 6, 9, 12, 15, 18, 21, 24, 27, 30, 36, 48, 60, 84 and 120 Months
4.2	Specimen of the Registrant’s Subordinated Daily Notes, incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-3, File No. 333-74737
4.3	Specimen of the Registrant’s Special Subordinated Daily Notes Series 2003
4.4	Form of Indenture authorizing the Registrant’s Securities issued pursuant to this Registration Statement to be qualified under the Trust Indenture Act, incorporated by reference to Exhibit 4.7 of the Registrant’s Registration Statement on Form S-2, File No. 33-45888
4.5	First Supplemental Indenture dated as of January 1, 1994 between the Registrant and the Trustee, incorporated by reference to Exhibit 4.4 of the Registrant’s Registration Statement on Form S-3, File No. 33-61367
4.6	Form of Amended and Restated Officers’ Certificate setting forth the terms of the Registrant’s Daily Notes
4.7	Form of Second Officers’ Certificate, dated March 18, 2003, setting forth the terms of the Registrant’s Term Notes Series 2003 and Special Daily Notes Series 2003
4.8	Form of Acceptance of Offer, incorporated by reference to Exhibit 4.7 of the Registrant’s Registration Statement on Form S-3, File No. 333-38370
*5.1	Opinion of Charles C. Casalnova, F.N.B. Corporation Corporate Counsel re: legality
12.1	Statement re: computation of ratios

II-2

23.1	Consent of Charles C. Casalnova, F.N.B. Corporation Corporate Counsel (included in Exhibit 5.1)
23.2	Consent of Ernst & Young LLP
23.3	Consent of PricewaterhouseCoopers LLP
25.1	Statement of Eligibility of Trustee

* To be filed by amendment.

Item 17. Undertakings

	The undersigned registrant hereby undertakes:
(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement
provided, however, that subparagraphs (i) and (ii) above shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement

(2)	That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or

II-3

Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore unenforceable. In the event that a claim for indemnification against liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Naples, State of Florida, on March 17, 2003.

F.N.B. CORPORATION
By:	/s/ Gary L. Tice
	Gary L. Tice, Chief Executive Officer         (principal executive officer)
By:	/s/ Thomas E. Fahey
	Thomas E. Fahey, Chief Financial Officer         (principal financial officer)

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gary L. Tice and Thomas E. Fahey, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him, in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, the registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Peter Mortensen Peter Mortensen	Chairman of the Board	March 17, 2003
/s/ Gary L. Tice Gary L. Tice	President, Chief Executive Officer and Director	March 17, 2003
/s/ Stephen J. Gurgovits Stephen J. Gurgovits	Vice Chairman	March 17, 2003
/s/ G. Scott Baton, II G. Scott Baton, II	Director	March 17, 2003
/s/ Alan C. Bomstein Alan C. Bomstein	Director	March 17, 2003

II-5

/s/ William B. Campbell William B. Campbell	Director	March 17, 2003
/s/ Charles T. Cricks Charles T. Cricks	Director	March 17, 2003
/s/ Henry M. Ekker Henry M. Ekker	Director	March 17, 2003
/s/ James S. Lindsay James S. Lindsay	Director	March 17, 2003
/s/ Edward J. Mace Edward J. Mace	Director	March 17, 2003
/s/ Harry F. Radcliffe Harry F. Radcliffe	Director	March 17, 2003
/s/ William J. Strimbu William J. Strimbu	Director	March 17, 2003
/s/ Earl K. Wahl, Jr. Earl K. Wahl, Jr.	Director	March 17, 2003
/s/ Archie O. Wallace Archie O. Wallace	Director	March 17, 2003
/s/ Robert B. Wiley Robert B. Wiley	Director	March 17, 2003

II-6

EXHIBIT INDEX

Exhibit No.	Description
4.1	Specimen of the Registrant’s Subordinated Term Notes Series 2003 due 3, 6, 9, 12, 15, 18, 21, 24, 27, 30, 36, 48, 60, 84 and 120 Months
4.2	Specimen of the Registrant’s Subordinated Daily Notes, incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-3, File No. 333-74737
4.3	Specimen of the Registrant’s Special Subordinated Daily Notes Series 2003
4.4	Form of Indenture authorizing the Registrant’s Securities issued pursuant to this Registration Statement to be qualified under the Trust Indenture Act, incorporated by reference to Exhibit 4.7 of the Registrant’s Registration Statement on Form S-2, File No. 33-45888
4.5	First Supplemental Indenture dated as of January 1, 1994 between the Registrant and the Trustee, incorporated by reference to Exhibit 4.4 of the Registrant’s Registration Statement on Form S-3, File No. 33-61367
4.6	Form of Amended and Restated Officers’ Certificate setting forth the terms of the Registrant’s Daily Notes
4.7	Form of Second Officers’ Certificate, dated March 18, 2003, setting forth the terms of the Registrant’s Term Notes Series 2003 and Special Daily Notes Series 2003
4.8	Form of Acceptance of Offer, incorporated by reference to Exhibit 4.7 of the Registrant’s Registration Statement on Form S-3, File No. 333-38370
*5.1	Opinion of Charles C. Casalnova, F.N.B. Corporation Corporate Counsel re: legality
12.1	Statement re: computation of ratios
23.1	Consent of Charles C. Casalnova, F.N.B. Corporation Corporate Counsel (included in Exhibit 5.1)
23.2	Consent of Ernst & Young LLP
23.3	Consent of PricewaterhouseCoopers LLP
25.1	Statement of Eligibility of Trustee
*      To be filed by amendment

II-7

EX-4.1 3 g81269exv4w1.txt EX-4.1 SPECIMEN OF THE SUBORDINATED TERM NOTES EXHIBIT 4.1 ____ MONTH SUBORDINATED TERM NOTE SERIES 2003 F.N.B. CORPORATION 2150 GOODLETTE ROAD NORTH NAPLES, FLORIDA 34102 Date of Issue _____________________ No._________________________ Stated Maturity_______________________________________________________ FOR VALUE RECEIVED, F.N.B. Corporation (the "Issuer") hereby promises to pay the principal amount of _______________________________________________ Dollars ($__________________________) _______________ calendar months after the date of issue to Name ___________________________________________________________________________ Soc. Sec. or E.I. No. __________________________________________________________ Address ________________________________________________________________________ ________________________________________________________________________ (the "Holder"), in the manner provided for on the reverse side hereof. This Subordinated Term Note shall bear interest on the unpaid principal amount from the date of issue until paid at the rate of __________________________________ percent (___%) per annum, such interest to be payable as set forth below. Upon, and during the continuance of any Event of Default, then, and in any such event, the principal of the Securities of this series may be declared immediately due and payable in the manner and with the effect provided in the Indenture. By acceptance of this Subordinated Term Note, the Holder agrees that its rights and remedies against the Issuer with respect to the Issuer's obligations hereon shall be and remain subordinate to the extent and in the manner set forth on the reverse side hereof. This Subordinated Term Note is subject to redemption prior to maturity. Interest adjustment and certain other terms are set forth on the reverse side hereof. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, either directly or through an Authenticating Agent, by the manual or facsimile signature of an authorized signer, this Subordinated Term Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. Terms 3- or 6-Month Terms 9- thru 120-Month Interest at the above rate will be Interest at the above rate will be _____________Paid Monthly ______________Paid Monthly _____________Paid at Maturity ______________Paid Quarterly ______________Compounded Quarterly AUTHENTICATION CERTIFICATE: This Subordinated Term Note is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. J.P.MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: Authenticating Agent ____________________________________ Authorized Signature THIS SECURITY IS NOT A SAVINGS ACCOUNT OR AN OBLIGATION OF AN INSURED DEPOSITORY INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC). ATTEST: F.N.B. CORPORATION By: ________________________________ By: __________________________________ Secretary President and Chief Executive Officer [SEAL] 2 [Reverse of Note] This Subordinated Term Note Series 2003 is one of a duly authorized issue of securities of the Issuer (each a "Security" and, together, the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of May 15, 1992 (herein called the "Indenture"), between the Issuer and J.P.Morgan Trust Company, National Association, as successor to Northern Central Bank, as trustee (herein called the "Trustee", which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations, duties and immunities thereunder of the Issuer, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. PAYMENT AND INTEREST ACCRUAL. Payment of the principal of and interest on this Security shall be made in lawful money of the United States at any office of Regency Finance Company, the Issuer's agent, or at such other place as the Issuer may designate to the Holder in writing ("Place of Payment"); provided, however, that any such payment may be made, at the option of the Issuer, by check mailed to the registered address of the Holder. Upon payment or tender of payment hereof at maturity or earlier redemption (in whole), this Security shall be surrendered to the Issuer for cancellation at the Place of Payment. Unless otherwise agreed in writing by the Issuer, interest hereon shall cease to accrue, and the Issuer shall have no further liability with respect thereto, upon payment (or tender of payment in the aforesaid manner) of the principal amount hereof at maturity or earlier redemption. This Security will be automatically extended for successive terms, equal in duration to the original term hereof, at the rate(s) of interest then in effect for Securities of comparable maturity unless, prior to maturity, the Issuer receives notification of the Holder's election to have the Company redeem this Security. All of the terms and conditions applicable to this Security when issued will also apply during each period of extension. OPTIONAL REDEMPTION BY ISSUER. The Securities of this series are subject to redemption upon not less than 30 days' notice by first class mail, at any time, as a whole or in part, at the election of the Issuer, without premium, together with accrued interest to the Redemption Date, but any interest installment, which is due and payable on or prior to such Redemption Date, will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates, all as provided in the Indenture. Each partial redemption payment shall be made ratably on all the Outstanding Securities of such series called for redemption. REDEMPTION PRIOR TO MATURITY BY HOLDER. The Holder shall have the right at its option to have the Company redeem this Security in whole or in part at any time prior to maturity; provided, however, that the Issuer may require the Holder to give the Issuer no less than 30 days' prior written notice by U.S. registered mail of a redemption demanded by the Holder, which notice shall specify the principal amount of the Security to be redeemed and the redemption date. Upon such redemption, the Holder shall forfeit, regardless of the length of time that this Security has been Outstanding, an amount equal to (i) 1 month of interest earned, or that could have been earned, if this Security has a term of 12 months or less, (ii) 3 months of interest 3 earned, or that could have been earned, if this Security has a term of between 15 and 30 months, inclusive, or (iii) 6 months of interest earned, or that could have been earned, if this Security has a term in excess of 30 months, in each case calculated on the amount redeemed at the rate being paid on this Security. Where necessary to comply with the requirements of this paragraph, any interest already paid to or for the account of the Holder shall be deducted from the amount redeemed. Holders shall also have the right to have the Issuer make partial redemptions prior to maturity; provided, however, that a minimum outstanding principal amount of $500 is maintained. The above-mentioned forfeitures shall be calculated only upon the amount so redeemed. This Security may be redeemed before maturity without forfeiture upon the death of the Holder of this Security or when the Holder of this Security is determined to be legally incompetent by a court or other administrative body of competent jurisdiction. In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. ASSIGNMENT. As provided in the Indenture and subject to certain limitations therein set forth, this Security shall not be transferable except by endorsement and delivery by the Holder, or his duly authorized representative at the Place of Payment referred to above and, upon surrender to the Issuer with proper endorsement, a new instrument of like tenor shall be issued in the name of the transferee. The Issuer may require payment of a service charge along with a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Unless and until transferred in the manner aforesaid, the Issuer, the Trustee and any agent of either of them may treat the Holder whose name or names appear on the face of this instrument as the absolute owner hereof for all purposes. If this Security is payable to two or more persons, they shall be deemed to be joint tenants with right of survivorship and any and all payments herein shall be made to either, or the survivor of them. SUBORDINATION. The indebtedness evidenced by this Security is subordinate to the prior payment when due of the principal of and interest on all Senior Indebtedness (as such term is defined below). Upon maturity of any Senior Indebtedness, payment in full must be made on such Senior Indebtedness before any payment is made on or in respect of this Security. During the continuance of any default in payment of principal of (or premium, if any) or interest or sinking fund on any Senior Indebtedness, or any other event of default with respect to Senior Indebtedness pursuant to which the holders thereof have accelerated the maturity thereof, no direct or indirect payment may be made or agreed to be made by the Issuer on or in respect of this Security. Upon any distribution of assets of the Issuer in any dissolution, winding up, liquidation or reorganization, payment of the principal of and interest on this Security will be subordinated, to the extent and in the manner set forth in the Indenture, to the prior payment in full of all Senior Indebtedness. The Indenture does not limit the Issuer's ability to increase the amount of Senior Indebtedness or to incur any additional indebtedness in the future that may affect the Issuer's ability to make payments under this Security. Except as described above, the obligation of the Issuer to make payment of principal or interest on this Security will not be affected. The Holder of this Security will be subrogated to the rights of the holders of the Senior Indebtedness to the extent of payments made on Senior Indebtedness out of the distributive share of the Security. By reason of such subordination, in the event of a distribution of assets upon 4 insolvency, certain general creditors of the Issuer may recover more, ratably, than Holders of the Securities. "Senior Indebtedness" means Indebtedness of the Issuer outstanding at any time, other than Indebtedness of the Issuer to a Subsidiary for money borrowed or advanced from any such Subsidiary, except Indebtedness which by its terms is not superior in right of payment to the Securities. "Indebtedness" means (1) any debt of the Issuer (i) for borrowed money or (ii) evidenced by a note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any property or assets, including securities; (2) any debt of others described in the preceding clause (1) which the Issuer has guaranteed or for which it is otherwise liable; and (3) any amendment, renewal, extension or refunding of any such debt. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of the Indenture or of this Security) payment of principal and interest need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of not less than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. The Securities of this series are issuable only in registered form without coupons in any denomination; provided, however, that the minimum denomination shall be $500. All terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. 5 EX-4.3 4 g81269exv4w3.txt EX-4.3 SPECIMEN OF THE SUBORDINATED DAILY NOTES EXHIBIT 4.3 SPECIAL SUBORDINATED DAILY NOTE SERIES 2003 F.N.B. CORPORATION 2150 GOODLETTE ROAD NORTH NAPLES, FLORIDA 34102 Date of Issue ____________________, 20__ No. _________________________________ FOR VALUE RECEIVED, F.N.B. CORPORATION (THE "ISSUER") HEREBY PROMISES TO PAY ON DEMAND THE PRINCIPAL AMOUNT AS RECORDED IN THE REGISTER TOGETHER WITH ACCRUED INTEREST, SUBJECT TO THE PROVISIONS SET FORTH HEREIN, to Name ___________________________________________________________________________ Address ________________________________________________________________________ ________________________________________________________________________ Soc. Sec. or E.I. No. __________________________________________________________ (the "Holder"), in the manner provided for herein. This Subordinated Daily Note shall bear interest on the unpaid principal amount at the initial rate of [_____%]. This rate may fluctuate as described herein. Interest shall accrue daily and be compounded quarterly. By acceptance of this Special Subordinated Daily Note, the Holder agrees that its rights and remedies against the Issuer with respect to the Issuer's obligations hereon shall be and remain subordinate to the extent and in the manner set forth herein. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to herein, either directly or through an Authenticating Agent, by the manual or facsimile signature of an authorized signer, this Special Subordinated Daily Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. F.N.B. CORPORATION By: _____________________________________ President and Chief Executive Officer [SEAL] By: _____________________________________ Secretary THIS SPECIAL SUBORDINATED DAILY NOTE IS SUBJECT TO REDEMPTION PRIOR TO MATURITY. INTEREST ADJUSTMENT AND CERTAIN OTHER TERMS ARE SET FORTH HEREIN. THIS SECURITY IS NOT A SAVINGS ACCOUNT OR AN OBLIGATION OF AN INSURED DEPOSITORY INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC). AUTHENTICATION CERTIFICATE: This Special Subordinated Daily Note Series 2003 is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. J.P.MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: Authenticating Agent By: ______________________________ Authorized Signature 2 This Subordinated Special Daily Note is one of a duly authorized issue of securities of the Issuer (each a "Security" and, together, the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of May 15, 1992 (herein called the "Indenture"), between the Issuer and J.P.Morgan Trust Company, National Association, as successor to Northern Central Bank, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations, duties and immunities thereunder of the Issuer, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. Upon and during the continuance of an Event of Default, then, and in any such event, the principal of the Securities of this series may be declared immediately due and payable in the manner and with the effect provided in the Indenture. PAYMENT AND INTEREST ACCRUAL. Payment of the principal of and interest on this Security shall be made in lawful money of the United States at any office of Regency Finance Company, the Issuer's agent, or at such other place as the Issuer may designate to the Holder in writing (a "Place of Payment"); provided, however, that any such payment may be made, at the option of the Issuer, by check mailed to the registered address of the Holder. Upon payment or tender of payment hereof ON DEMAND, this Security shall be surrendered to the Issuer for cancellation at the Place of Payment. Unless otherwise agreed in writing by the Issuer, interest hereon shall cease to accrue, and the Issuer shall have no further liability with respect thereto, upon payment (or tender of payment in the aforesaid manner) of the principal amount hereof ON DEMAND. INTEREST RATE ADJUSTMENT. The interest rate may fluctuate monthly. Any adjustment to the interest rate will be made on the first day of the month. OPTIONAL REDEMPTION BY ISSUER. The Securities of this series are subject to redemption upon not less than 30 days' notice by first class mail, at any time, as a whole or in part, at the election of the Issuer, without premium, together with accrued interest to the Redemption Date, but any interest installment which is due and payable on or prior to such Redemption Date, will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates, all as provided in the Indenture. Each partial redemption payment shall be made ratably on all the Outstanding Securities of such series called for redemption. REDEMPTION BY HOLDER. The Holder shall have the right at its option to cause the Company to redeem this Security, in whole or in part, at any time; provided however, that the Issuer may require the Holder to give the Issuer no less than 30 days' prior written notice by U.S. registered mail of a redemption demanded by the Holder, which notice shall specify the principal amount of the Security to be redeemed and the redemption date. Holders shall also have the right to make partial redemptions in multiples of $_____; provided, however, that such partial redemptions may not reduce the principal amount of this Security below the minimum purchase amount. 3 Upon presentation of this security at a Place of Payment, the Issuer, or the Issuer's agent, will, for the Holder's convenience, record on the register attached hereto and made a part hereof any adjustments to the original principal amount of this Security, such as additional purchases or partial redemptions. ASSIGNMENT. As provided in the Indenture and subject to certain limitations therein set forth, this Security shall not be transferable except by endorsement and delivery by the Holder, or its duly authorized representative at the Place of Payment referred to above, and upon surrender to the Issuer with proper endorsement, a new instrument of like tenor shall be issued in the name of the transferee. The Issuer may require payment of a service charge along with a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Unless and until transferred in the manner aforesaid, the Issuer, the Trustee and any agent of either of them may treat the Holder whose name or names appear on the face of this instrument as the absolute owner hereof for all purposes. If this Security is payable to two or more persons, they shall be deemed to be joint tenants with right of survivorship and any and all payments herein shall be made to either, or the survivor of them. SUBORDINATION. The indebtedness evidenced by this Security is subordinate to the prior payment when due of the principal of and interest on all Senior Indebtedness (as such term is defined below). Upon maturity of any Senior Indebtedness, payment in full must be made on such Senior Indebtedness before any payment is made on or in respect of this Security. During the continuance of any default in payment of principal of (or premium, if any) or interest or sinking fund on any Senior Indebtedness, or any other event of default with respect to Senior Indebtedness pursuant to which the holders thereof have accelerated the maturity thereof, no direct or indirect payment may be made or agreed to be made by the Issuer on or in respect of this Security. Upon any distribution of assets of the Issuer in any dissolution, winding up, liquidation or reorganization, payment of the principal of and interest on this Security will be subordinated, to the extent and in the manner set forth in the Indenture, to the prior payment in full of all Senior Indebtedness. The Indenture does not limit the Issuer's ability to increase the amount of Senior Indebtedness or to incur any additional indebtedness in the future that may affect the Issuer's ability to make payments under this Security. Except as described above, the obligation of the Issuer to make payment of principal or interest on this Security will not be affected. The Holder of this Security will be subrogated to the rights of the holders of the Senior Indebtedness to the extent of payments made on Senior Indebtedness out of the distributive share of the Security. By reason of such subordination, in the event of a distribution of assets upon insolvency, certain general creditors of the Issuer may recover more, ratably, than Holders of the Securities. "Senior Indebtedness" means Indebtedness of the Issuer outstanding at any time, other than Indebtedness of the Issuer to a Subsidiary for money borrowed or advanced from any such Subsidiary, except Indebtedness which by its terms is not superior in right of payment to the Securities. "Indebtedness" means (1) any debt of the Issuer (i) for borrowed money or (ii) evidenced by a note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any property or assets, including securities; (2) any 4 debt of others described in the preceding clause (1) which the Issuer has guaranteed or for which it is otherwise liable; and (3) any amendment, renewal, extension or refunding of any such debt. In any case where any Redemption Date of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of the Indenture or of this Security) payment of principal and interest need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Redemption Date; provided, that no interest shall accrue for the period from and after such Redemption Date. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of not less than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. The Securities of this series are issuable only in registered form without coupons in any denomination; provided, however, that a minimum purchase amount may be established by the Issuer at the time of purchase. All terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. 5 This Special Daily Note Register is provided for the convenience of the Holder. Entries may be made only by an authorized agent of the Issuer to reflect additional purchases or redemptions. The Issuer will not be liable for any transaction unless an entry is made herein by an authorized agent of the Issuer. The Holder will receive statements on a quarterly basis which will include all transactions for the period. ================================================================================ TRANSACTION DATE REC'D/PAID BY REDEMPTIONS PURCHASES ================================================================================ INITIAL PURCHASE/PRIOR REGISTER BALANCE ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ================================================================================ 6 EX-4.6 5 g81269exv4w6.txt EX-4.6 FORM OF AMENDED OFFICERS' CERTIFICATE EXHIBIT 4.6 F.N.B. CORPORATION Amended and Restated Officers' Certificate Pursuant to Indenture Pursuant to Sections 102 and 301 of the Indenture dated as of May 15, 1992 (the "Indenture), between F.N.B. Corporation (the "Company") and Northern Central Bank, as Trustee (the "Trustee"), as amended, we Peter Mortensen, Chairman and President, and David Mogle, Treasurer, respectively, of the Company, hereby certify, in connection with the issuance by the Company of the Securities described herein, that: (1) There shall be the following three series of Securities issuable under the Indenture and pursuant to this Officers' Certificate: (i) Subordinated Term Notes (the "Term Notes"), (ii) Subordinated Daily Notes (also sometimes referred to as "Subordinated Daily Cash Account Notes" or "Subordinated Daily Accounts") (the "Daily Notes"), and (iii) Subordinated Special Daily Notes (the "Special Daily Notes") (the Term Notes, the Daily Notes and the Special Daily Notes are sometimes collectively referred to as the "Notes"). (2) There is no limit on the aggregate principal amount of Notes that may be authenticated and delivered under the Indenture. (3) The Term Notes will be due 3, 6, 9, 12, 15, 18, 21, 24, 27, 30, 36, 48, 60, 84 or 120 months from the date of issuance thereof, according to their respective terms (the "Maturity Date"), unless redeemed or extended as provided therein. The Term Notes will be automatically extended for successive terms, equal in duration to their original term, at the rate(s) of interest then in effect for Term Notes of comparable maturity unless, prior to maturity, the Company receives notification of the Holder's intent to redeem the Term Note. The principal amount of each Term Note shall be payable in one lump sum on the Maturity Date thereof. (4) The principal amount of each Daily Cash Account shall be due and payable on demand; provided, however, that the Company retains the right to require the Holder to give the Company no less than 30 days prior written notice, by first class mail, of a redemption in whole or in part demanded by the Holder, which notice shall specify the principal amount of the Account to be redeemed and the redemption date and, provided further, that any partial redemption may not reduce the principal amount of a Daily Cash Account Note to less than $50. (5) The principal amount of each Daily Note and each Special Daily Note shall be due and payable on demand; provided, however, that (i) the Company retains the right to require the Holder to give the Company no less than 30 days prior written notice, by first class mail, of a redemption in whole or in part demanded by the Holder, which notice shall specify the principal amount of the Note to be redeemed and the redemption date, (ii) a partial redemption may not reduce the principal amount of a Daily Note to less than $50, (iii) a partial redemption may not reduce the principal amount of a Special Daily Note to less than the minimum purchase amount with respect to Special Daily Notes in effect at the time of issuance of the Special Daily Note to be redeemed, and (iv) the minimum principal amount with respect to which a Special Daily Note may be partially redeemed by the Holder thereof shall be $2,500. (6) The interest rates payable on the Daily Notes will be determined by the Company and may fluctuate on a monthly basis. Any adjustment to the interest rate will be made by the Company on the first day of the month. Interest on the Daily Notes shall accrue daily from the date of issuance and be compounded quarterly. Accrued interest shall be paid to the Holder of a Daily Note upon redemption in whole of the Note. With respect to Daily Notes issued prior to April 15, 1999, the interest rate will be no less than 3% below, or more than 5% above, the rate established for the most recent action average of United States Treasury Bills with maturity of 13 weeks, subject to the limitation that in no event will the rate of interest payable be more than 16% per annum or less than 5% per annum. (6.1) The rate of interest payable on the Special Daily Notes shall be 8.0% per annum at all times prior to September 30, 2000. Commencing October 1, 2000, the Company may, on the first day of each calendar quarter (each such day referred to as an "Adjustment Date") increase or decrease the rate of interest payable on the Special Daily Notes; provided, however, that (i) the annual rate of interest may not be reduced on any Adjustment Date by more than 0.50% from the rate of interest in effect on the day preceding such Adjustment Date, and (ii) the rate of interest shall not be reduced below 6.5% per annum at any time prior to December 31, 2002. Interest on the Special Daily Notes will accrue daily from the date of issuance and be compounded quarterly. (7) Interest on the Notes which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Note is registered at the close of business 15 days prior to the Interest Payment Date, which date shall constitute the Regular Record Date for such interest payment. Interest not so paid or provided for shall be paid as set forth in Section 307 of the Indenture. (8) Interest on the Notes will be paid by checks mailed to the holders of the Notes. Transfers of the Notes will be registerable, Notes may be surrendered for exchange, and principal of the Notes will be payable, at the branch offices of Regency Finance Company and at the corporate trust office of the Company located at Hermitage Square, Hermitage, Pennsylvania. (9) The Company will have the right, at its option, to call any of the Notes for redemption before maturity at any time. Each partial redemption payment shall be made ratably on all the Outstanding Notes of the particular maturities called for redemption. Interest on the Notes will continue to accrue until the date of redemption and no premium shall be paid thereon. The Company will give the Holder not less than thirty (30) days' prior written notice by first class mail of each redemption, specifying, among other things, the principal amount of the Notes to be redeemed and the redemption date. Notice of redemption having been given by the Company as aforesaid, the principal amount of the Notes specified in such notice, together with interest accrued and unpaid thereon to the date of redemption, will become due and payable on such redemption date. (10) The Holder of a Term Note will have the right, at its option, to redeem a Term Note prior to maturity. As to a 3, 6, 9 or 12 month Term Note, the Holder shall, upon such redemption, forfeit an amount equal to one month of interest earned, or that could have been earned, on the amount so redeemed at the rate being paid on the Term Note, regardless of the length of time that the Holder has owned the Term Note. As to an 18, - 2 - 24, 30, 36, 48, 60, 84 or 120 month Term Note, the Holder shall forfeit an amount equal to 3 months of interest earned, or that could have been earned, on the amount so redeemed at the rate being paid on the Term Note, regardless of the length of time that the Holder has owned the Term Note. Where necessary to comply with the requirements of this paragraph, interest already paid to or for the account of the Holder will be deducted from the amount redeemed. Holders of Term Notes will also have the right to make partial redemptions prior to maturity; provided, however, that a partial redemption may not reduce the outstanding principal amount of a Term Note to less than $500. The above mentioned forfeitures will be calculated only upon the principal amount of the Term Note. Term Notes may be redeemed before maturity without forfeiture of interest upon the death of any Holder or if the Holder is determined to be legally incompetent by a court or any other administrative body of competent jurisdiction. The Company retains the right to require the Holder of any Term Note desiring to so redeem the Term Note to give the Company not less than 30 days prior written notice, by first class mail, of a redemption demanded by the Holder, which notice shall specify the principal amount of the Term Note to be redeemed and the redemption date. (11) The Notes are issuable in any denomination; provided, however, that (i) the minimum denomination for Term Notes shall be $500, (ii) the minimum denomination for Daily Notes shall be $50, and (iii) the Company may from time to time establish minimum denominations for which Special Daily Notes shall be issued. (12) The Notes shall not be issued, in whole or in part, in the form of a global Security or Securities. (13) The Notes will be subordinate to the prior payment when due of the principal of, and interest on, all Senior Indebtedness. (14) The Trustee may appoint Regency Finance Company (or such other entity as may be acceptable to the Company and the Trustee) as Authenticating Agent for the Notes. Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Indenture. - 3 - EX-4.7 6 g81269exv4w7.txt EX-4.7 FORM OF SECOND OFFICERS' CERTIFICATE EXHIBIT 4.7 F.N.B. CORPORATION Second Officers' Certificate Pursuant to Indenture Pursuant to Sections 102 and 301 of the Indenture dated as of May 15, 1992, as amended (the "Indenture), between F.N.B. Corporation (the "Company") and J.P. Morgan Trust Company, N.A., as successor to Northern Central Bank, as Trustee (the "Trustee"), the undersigned hereby certify, in connection with the issuance by the Company of the Securities described herein, that: (1) There shall be the following series of Securities issuable under the Indenture and pursuant to this Officers' Certificate: (i) Subordinated Term Notes Series 2003 having the following maturities (with the notes of each maturity constituting a separate series under the Indenture): 3, 6, 9, 12, 15, 18, 21, 24, 27, 30, 36, 48, 60, 84 and 120 months (collectively, the "Term Notes"); and (ii) Subordinated Special Daily Notes Series 2003 (the "Special Daily Notes") (the Term Notes and the Special Daily Notes are sometimes collectively referred to herein as the "Notes"). (2) There is no limit on the aggregate principal amount of Notes that may be authenticated and delivered under the Indenture. (3) The interest rate payable on the Special Daily Notes will be determined by the Company and may fluctuate on a monthly basis. Any adjustment to the interest rate will be made by the Company on the first day of the month. (4) The interest rate payable on each maturity of the Term Notes will be determined by the Company from time to time. The interest rate payable on any particular Term Note will be fixed for the term of the Note. The Company may from time to time offer Term Notes with a higher interest rate if a higher minimum purchase amount is met. (5) Interest on the Special Daily Notes shall accrue daily from the date of issuance and be compounded quarterly. Accrued interest shall be paid to the Holder of a Special Daily Note upon redemption in whole of the Note. (6) Interest on the Term Notes shall accrue daily from the date of issuance and will be paid by checks mailed to the holders of the Notes, or, with respect a Term Note having a maturity in excess of six months, the Holder thereof may instead elect to have the interest thereon compounded quarterly. Holders of Term Notes with a maturity of three or six months may elect to have interest paid monthly or at maturity. Holders of other Term Notes may elect to have interest compounded quarterly at the rate of the Term Note or paid monthly or quarterly. (7) The Company shall have the right, at its option, to call the Notes of any series for redemption at any time. Any partial redemption of a series shall be made ratably on all the Outstanding Notes of the series called for redemption. Interest on the Notes will continue to accrue until the date of redemption and no premium shall be paid thereon. The Company will give each Holder not less than thirty (30) days' prior written notice by first class mail of a redemption of any Notes held by such Holder, specifying the principal amount of the Notes to be redeemed and the redemption date. Notice of redemption having been given by the Company as aforesaid, the principal amount of the Notes specified in such notice, together with interest accrued and unpaid thereon to the date of redemption, will become due and payable on such redemption date. (8) The Holder of a Term Note will have the right, at its option, to have the Company redeem the Term Note upon demand prior to maturity. As to a Term Note having a maturity of 12 months or less, the Holder shall, upon such redemption, forfeit an amount equal to one month of interest earned, or that could have been earned, on the amount so redeemed at the rate being paid on the Term Note, regardless of the length of time that the Holder has owned the Term Note. As to a Term Note having a maturity of between 15 months and 30 months, inclusive, the Holder shall forfeit an amount equal to 3 months of interest earned, or that could have been earned, on the amount so redeemed at the rate being paid on the Term Note, regardless of the length of time that the Holder has owned the Term Note. As to a Term Note having a maturity in excess of 30 months, the Holder shall forfeit an amount equal to 6 months of interest earned, or that could have been earned, on the amount so redeemed at the rate being paid on the Term Note, regardless of the length of time that the Holder has owned the Term Note. Where necessary to comply with the requirements of this Paragraph, interest already paid to or for the account of the Holder will be deducted from the amount redeemed. Holders of Term Notes will also have the right to make partial redemptions prior to maturity; provided, however, that a partial redemption may not reduce the outstanding principal amount of a Term Note to less than $500. The above mentioned forfeitures will be calculated only upon the principal amount as to which the Term Note is being redeemed. The Company may require the Holder of any Term Note electing to have the Company redeem the Holder's Term Note to give the Company not less than 30 days prior written notice, by first class mail, of such election, which notice shall specify the principal amount of the Term Note to be redeemed and the redemption date. (9) Notwithstanding the provisions of Paragraph (8) hereof, Term Notes may be redeemed before maturity without forfeiture of interest upon the death of any Holder or if the Holder is determined to be legally incompetent by a court or any other administrative body of competent jurisdiction. (10) The principal amount of each Term Note shall be payable in one lump sum on the Maturity Date thereof; provided, however, that, unless the Company has received notification of a Holder's intent to have the Company redeem the Holder's Term Note at or prior to maturity, each Term Note will be automatically extended for -2- successive terms, each equal in duration to its original term, at the rate of interest then in effect for Term Notes of comparable maturity. (11) The Holder of a Special Daily Note may require the Company to redeem the Special Daily Note, in whole or part, on demand; provided, however, that (i) the Company may require the Holder to give the Company no less than 30 days prior written notice, by first class mail, of a redemption in whole or in part demanded by the Holder, which notice shall specify the principal amount of the Note to be redeemed and the redemption date, (ii) a partial redemption may not reduce the principal amount of a Special Daily Note to less than the minimum purchase amount with respect to Special Daily Notes in effect at the time of issuance of the Special Daily Note to be redeemed, and (iii) the Company may at the time of sale of any Special Daily Note establish a minimum principal amount with respect to which a Holder may require the Company to partially redeem such Special Daily Note. (12) The Notes are issuable in any denomination; provided, however, that (i) the minimum denomination for Term Notes shall be $500 and the Company may, pursuant to Paragraph (4) hereof, offer higher interest rates on Term Notes of the same maturity if a higher minimum purchase is met, and (ii) the Company may from time to time establish minimum denominations for which Special Daily Notes shall be issued. (13) Transfers of the Notes will be registerable, Notes may be surrendered for exchange, and principal of the Notes will be payable, at the branch offices of Regency Finance Company and at the corporate office of Regency Finance Company located at Hermitage Square, Hermitage, Pennsylvania. (14) Interest on the Notes which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Note is registered at the close of business on the last Business Day prior to the Interest Payment Date, which day shall constitute the Regular Record Date for such interest payment. Interest not so paid or provided for shall be paid as set forth in Section 307 of the Indenture. (15) The Notes shall not be issued, in whole or in part, in the form of a global Security or Securities. (16) The Notes will be subordinate to the prior payment when due of the principal of, and interest on, all Senior Indebtedness. (17) The Trustee shall appoint Regency Finance Company (or such other entity as may be acceptable to the Company and the Trustee and shall satisfy the qualifications for serving as Authenticating Agent set forth in the Indenture) as Authenticating Agent for the Notes. (18) We have read Sections 102 and 301 of the Indenture, which allow Securities to be issued pursuant to the Indenture in one or more series, the particular terms of -3- which are to be established prior to the issuance of the Securities of any such series. (19) We have examined the aforementioned provisions of the Indenture and discussed them with representatives of Smith, Gambrell & Russell, LLP, counsel to the Company. (20) We have made such examination of the Indenture as is necessary to enable us to express an informed opinion whether all conditions precedent to the issuance and delivery of the Notes have been complied with. (21) We believe that all conditions precedent to the issuance and delivery of the Notes have been complied with. Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Indenture. IN WITNESS WHEREOF, each of the undersigned has executed this Second Officers' Certificate as of the 18th day of March, 2003. ----------------------------------------- Thomas E. Fahey, Executive Vice President and Chief Financial Officer -------------------------------------- Charles C. Casalnova, Corporate Counsel Received and Acknowledged by the Trustee By: -------------------------------- Name: ------------------------------ Title: ----------------------------- -4- EX-12.1 7 g81269exv12w1.txt EX-12.1 STATEMENT RE: COMPUTATION OF RATIOS . . . EXHIBIT 12.1 RATIO OF EARNINGS TO FIXED CHARGES

At or for the Year Ended December 31, 2002 2001 2000 1999 1998 ------- ------- ------- ------- ------- Earnings: Pretax income from operations 93,448 76,019 89,120 87,218 80,326 Less: Income from equity investment (904) (1,249) (727) (1,416) (1,286) Dividends from equity investment 701 642 814 939 812 Fixed charges 145,931 200,642 211,766 169,060 171,017 Less: Preferred dividend requirements (372) (451) (525) (632) (757) ------- ------- ------- ------- ------- Total earnings including interest expense on deposits 238,804 275,603 300,448 255,169 250,112 ======= ======= ======= ======= ======= Total earnings excluding interest expense on deposits 124,700 108,495 126,423 113,362 98,447 ======= ======= ======= ======= ====== Fixed Charges: Interest expense: Deposits 114,104 167,108 174,025 141,807 151,665 Short-term borrowings 10,878 15,026 21,072 14,905 9,800 Long-term debt 20,689 18,166 16,284 12,058 9,192 ------- ------- ------- ------- ------- Total interest expense 145,671 200,300 211,381 168,770 170,657 Estimate of interest within rental expense 260 342 385 290 360 ------- ------- ------- ------- ------- Total fixed charges including expense on deposits 145,931 200,642 211,766 169,060 171,017 ======= ======= ======= ======= ======= Total fixed charges excluding expense on deposits 31,827 33,534 37,741 27,253 19,352 ======= ======= ======= ======= ====== Ratio of Earnings to Fixed Charges: Including interest expense on deposits 1.64 1.37 1.42 1.51 1.46 ======= ======= ======= ======= ====== Excluding interest expense on deposits 3.92 3.24 3.35 4.16 5.09 ======= ======= ======= ======= ======

EX-23.2 8 g81269exv23w2.txt EX-23.2 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.2 CONSENT OF ERNST & YOUNG, LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement on Form S-3 and related Prospectus of F.N.B. Corporation for the registration of $175,000,000 Subordinated Notes and to the incorporation by reference therein of our report dated February 8, 2003 with respect to the consolidated financial statements of F.N.B. Corporation included in its Annual Report on Form 10-K dated March 18, 2003 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Birmingham, Alabama March 17, 2003 EX-23.3 9 g81269exv23w3.txt EX-23.3 CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated January 23, 2001 except for Note 22, which is dated February 26, 2001 relating to the financial statements of Promistar Financial Corporation, which appears in F.N.B. Corporation's Annual Report on Form 10-K for the year ended December 31, 2002. We also consent to the references to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Harrisburg, Pennsylvania March 17, 2003 EX-25.1 10 g81269exv25w1.txt EX-25.1 STATEMENT OF ELIGIBILITY OF TRUSTEE Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) --------------------------------------- J.P.MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 95-4655078 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 101 CALIFORNIA STREET, FLOOR 38 SAN FRANCISCO, CALIFORNIA 94111 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) ---------------------------------------------------- F. N. B. CORPORATION (Exact name of obligor as specified in its charter) PENNSYLVANIA 25-1255406 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) ONE F.N.B. BOULEVARD HERMITAGE, PA 16148 (Address of principal executive office (Zip Code) DEBT SECURITIES Subordinated Term Notes, Series 2003 Subordinated Daily Notes Subordinated Special Daily Notes Series 2003 ------------------------------------------------------------- ITEM 1. GENERAL INFORMATION. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, Washington, D.C. Board of Governors of the Federal Reserve System, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. ITEM 2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the trustee, describe each such affiliation. None. ITEM 16. LIST OF EXHIBITS. List below all exhibits filed as part of this statement of eligibility. Exhibit 1. Articles of Association of the Trustee as Now in Effect (see Exhibit 1 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference). Exhibit 2. Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference). Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust Powers (contained in Exhibit 2). Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference). Exhibit 5. Not Applicable Exhibit 6. The consent of the Trustee required by Section 321 (b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference). Exhibit 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. Exhibit 8. Not Applicable Exhibit 9. Not Applicable 2 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, J.P.Morgan Trust Company, National Association, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Pittsburgh, and State of Pennsylvania, on the 17th of March, 2003 J.P.Morgan Trust Company, National Association By /s/ J. C. Progar -------------------------------- J. C. Progar Vice President 3 EXHIBIT 7. Report of Condition of the Trustee. CONSOLIDATED REPORT OF CONDITION OF J.P.Morgan Trust Company, N.A., (formerly Chase Manhattan Bank and Trust Company, N.A.) (Legal Title) LOCATED AT 1800 Century Park East, Ste. 400 Los Angeles, CA 90067 (Street) (City) (State) (Zip) AS OF CLOSE OF BUSINESS ON December 31, 2002 ASSETS DOLLAR AMOUNTS IN THOUSANDS ASSETS Cash and Due From Banks $ 18,660 Securities 74,153 Loans and Leases 81,252 Premises and Fixed Assets 5,086 Intangible Assets 156,451 Other Assets 20,344 -------- Total Assets $355,946 ======== 4 LIABILITIES Deposits $100,451 Other Liabilities 43,263 -------- Total Liabilities 143,714 EQUITY CAPITAL Common Stock 600 Surplus 177,264 Retained Earnings 34,368 ------- Total Equity Capital 212,232 ------- Total Liabilities and Equity Capital $355,946 ======== 5 -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.1

                                                                     EXHIBIT 4.1

                                   ____ MONTH

                       SUBORDINATED TERM NOTE SERIES 2003

                               F.N.B. CORPORATION
                            2150 GOODLETTE ROAD NORTH
                              NAPLES, FLORIDA 34102

Date of Issue _____________________       No._________________________

Stated Maturity_______________________________________________________

         FOR VALUE RECEIVED, F.N.B. Corporation (the "Issuer") hereby promises
to pay the principal amount of _______________________________________________
Dollars ($__________________________) _______________ calendar months after the
date of issue to

Name ___________________________________________________________________________

Soc. Sec. or E.I. No. __________________________________________________________

Address ________________________________________________________________________

        ________________________________________________________________________

(the "Holder"), in the manner provided for on the reverse side hereof. This
Subordinated Term Note shall bear interest on the unpaid principal amount from
the date of issue until paid at the rate of __________________________________
percent (___%) per annum, such interest to be payable as set forth below.

         Upon, and during the continuance of any Event of Default, then, and in
any such event, the principal of the Securities of this series may be declared
immediately due and payable in the manner and with the effect provided in the
Indenture.

         By acceptance of this Subordinated Term Note, the Holder agrees that
its rights and remedies against the Issuer with respect to the Issuer's
obligations hereon shall be and remain subordinate to the extent and in the
manner set forth on the reverse side hereof. This Subordinated Term Note is
subject to redemption prior to maturity. Interest adjustment and certain other
terms are set forth on the reverse side hereof.

         Unless the Certificate of Authentication hereon has been executed by
the Trustee referred to on the reverse side hereof, either directly or through
an Authenticating Agent, by the manual or facsimile signature of an authorized
signer, this Subordinated Term Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



Terms 3- or 6-Month                           Terms 9- thru 120-Month

Interest at the above rate will be            Interest at the above rate will be
_____________Paid Monthly                     ______________Paid Monthly
_____________Paid at Maturity                 ______________Paid Quarterly
                                              ______________Compounded Quarterly

AUTHENTICATION CERTIFICATE: This Subordinated Term Note is one of the Securities
of the series designated herein referred to in the within-mentioned Indenture.

J.P.MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
   By: Authenticating Agent

____________________________________
         Authorized Signature

THIS SECURITY IS NOT A SAVINGS ACCOUNT OR AN OBLIGATION OF AN INSURED DEPOSITORY
INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
(FDIC).

ATTEST:                                    F.N.B. CORPORATION

By: ________________________________   By: __________________________________
    Secretary                              President and Chief Executive Officer

[SEAL]

                                        2



                                [Reverse of Note]

         This Subordinated Term Note Series 2003 is one of a duly authorized
issue of securities of the Issuer (each a "Security" and, together, the
"Securities"), issued and to be issued in one or more series under an Indenture,
dated as of May 15, 1992 (herein called the "Indenture"), between the Issuer and
J.P.Morgan Trust Company, National Association, as successor to Northern Central
Bank, as trustee (herein called the "Trustee", which term includes any successor
Trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations, duties and immunities thereunder of the Issuer, the Trustee and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered.

         PAYMENT AND INTEREST ACCRUAL. Payment of the principal of and interest
on this Security shall be made in lawful money of the United States at any
office of Regency Finance Company, the Issuer's agent, or at such other place as
the Issuer may designate to the Holder in writing ("Place of Payment");
provided, however, that any such payment may be made, at the option of the
Issuer, by check mailed to the registered address of the Holder. Upon payment or
tender of payment hereof at maturity or earlier redemption (in whole), this
Security shall be surrendered to the Issuer for cancellation at the Place of
Payment. Unless otherwise agreed in writing by the Issuer, interest hereon shall
cease to accrue, and the Issuer shall have no further liability with respect
thereto, upon payment (or tender of payment in the aforesaid manner) of the
principal amount hereof at maturity or earlier redemption.

         This Security will be automatically extended for successive terms,
equal in duration to the original term hereof, at the rate(s) of interest then
in effect for Securities of comparable maturity unless, prior to maturity, the
Issuer receives notification of the Holder's election to have the Company redeem
this Security. All of the terms and conditions applicable to this Security when
issued will also apply during each period of extension.

         OPTIONAL REDEMPTION BY ISSUER. The Securities of this series are
subject to redemption upon not less than 30 days' notice by first class mail, at
any time, as a whole or in part, at the election of the Issuer, without premium,
together with accrued interest to the Redemption Date, but any interest
installment, which is due and payable on or prior to such Redemption Date, will
be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates, all
as provided in the Indenture. Each partial redemption payment shall be made
ratably on all the Outstanding Securities of such series called for redemption.

         REDEMPTION PRIOR TO MATURITY BY HOLDER. The Holder shall have the right
at its option to have the Company redeem this Security in whole or in part at
any time prior to maturity; provided, however, that the Issuer may require the
Holder to give the Issuer no less than 30 days' prior written notice by U.S.
registered mail of a redemption demanded by the Holder, which notice shall
specify the principal amount of the Security to be redeemed and the redemption
date. Upon such redemption, the Holder shall forfeit, regardless of the length
of time that this Security has been Outstanding, an amount equal to (i) 1 month
of interest earned, or that could have been earned, if this Security has a term
of 12 months or less, (ii) 3 months of interest

                                        3



earned, or that could have been earned, if this Security has a term of between
15 and 30 months, inclusive, or (iii) 6 months of interest earned, or that could
have been earned, if this Security has a term in excess of 30 months, in each
case calculated on the amount redeemed at the rate being paid on this Security.
Where necessary to comply with the requirements of this paragraph, any interest
already paid to or for the account of the Holder shall be deducted from the
amount redeemed. Holders shall also have the right to have the Issuer make
partial redemptions prior to maturity; provided, however, that a minimum
outstanding principal amount of $500 is maintained. The above-mentioned
forfeitures shall be calculated only upon the amount so redeemed. This Security
may be redeemed before maturity without forfeiture upon the death of the Holder
of this Security or when the Holder of this Security is determined to be legally
incompetent by a court or other administrative body of competent jurisdiction.

         In the event of redemption of this Security in part only, a new
Security or Securities of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

         ASSIGNMENT. As provided in the Indenture and subject to certain
limitations therein set forth, this Security shall not be transferable except by
endorsement and delivery by the Holder, or his duly authorized representative at
the Place of Payment referred to above and, upon surrender to the Issuer with
proper endorsement, a new instrument of like tenor shall be issued in the name
of the transferee. The Issuer may require payment of a service charge along with
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. Unless and until transferred in the manner aforesaid, the
Issuer, the Trustee and any agent of either of them may treat the Holder whose
name or names appear on the face of this instrument as the absolute owner hereof
for all purposes. If this Security is payable to two or more persons, they shall
be deemed to be joint tenants with right of survivorship and any and all
payments herein shall be made to either, or the survivor of them.

         SUBORDINATION. The indebtedness evidenced by this Security is
subordinate to the prior payment when due of the principal of and interest on
all Senior Indebtedness (as such term is defined below). Upon maturity of any
Senior Indebtedness, payment in full must be made on such Senior Indebtedness
before any payment is made on or in respect of this Security. During the
continuance of any default in payment of principal of (or premium, if any) or
interest or sinking fund on any Senior Indebtedness, or any other event of
default with respect to Senior Indebtedness pursuant to which the holders
thereof have accelerated the maturity thereof, no direct or indirect payment may
be made or agreed to be made by the Issuer on or in respect of this Security.
Upon any distribution of assets of the Issuer in any dissolution, winding up,
liquidation or reorganization, payment of the principal of and interest on this
Security will be subordinated, to the extent and in the manner set forth in the
Indenture, to the prior payment in full of all Senior Indebtedness. The
Indenture does not limit the Issuer's ability to increase the amount of Senior
Indebtedness or to incur any additional indebtedness in the future that may
affect the Issuer's ability to make payments under this Security. Except as
described above, the obligation of the Issuer to make payment of principal or
interest on this Security will not be affected. The Holder of this Security will
be subrogated to the rights of the holders of the Senior Indebtedness to the
extent of payments made on Senior Indebtedness out of the distributive share of
the Security. By reason of such subordination, in the event of a distribution of
assets upon

                                        4



insolvency, certain general creditors of the Issuer may recover more, ratably,
than Holders of the Securities.

         "Senior Indebtedness" means Indebtedness of the Issuer outstanding at
any time, other than Indebtedness of the Issuer to a Subsidiary for money
borrowed or advanced from any such Subsidiary, except Indebtedness which by its
terms is not superior in right of payment to the Securities. "Indebtedness"
means (1) any debt of the Issuer (i) for borrowed money or (ii) evidenced by a
note, debenture or similar instrument (including a purchase money obligation)
given in connection with the acquisition of any property or assets, including
securities; (2) any debt of others described in the preceding clause (1) which
the Issuer has guaranteed or for which it is otherwise liable; and (3) any
amendment, renewal, extension or refunding of any such debt.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of the Indenture or of this Security)
payment of principal and interest need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, provided that no interest shall
accrue for the period from and after such Interest Payment Date, Redemption Date
or Stated Maturity, as the case may be.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Issuer and the Trustee with the
consent of the Holders of not less than 50% in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

         The Securities of this series are issuable only in registered form
without coupons in any denomination; provided, however, that the minimum
denomination shall be $500.

         All terms used in this Security which are defined in the Indenture and
not otherwise defined herein shall have the meanings assigned to them in the
Indenture.

                                        5

EX-4.3

                                                                     EXHIBIT 4.3

                   SPECIAL SUBORDINATED DAILY NOTE SERIES 2003

                               F.N.B. CORPORATION
                            2150 GOODLETTE ROAD NORTH
                              NAPLES, FLORIDA 34102

                    Date of Issue ____________________, 20__
                      No. _________________________________

FOR VALUE RECEIVED, F.N.B. CORPORATION (THE "ISSUER") HEREBY PROMISES TO PAY ON
DEMAND THE PRINCIPAL AMOUNT AS RECORDED IN THE REGISTER TOGETHER WITH ACCRUED
INTEREST, SUBJECT TO THE PROVISIONS SET FORTH HEREIN, to

Name ___________________________________________________________________________

Address ________________________________________________________________________

        ________________________________________________________________________

Soc. Sec. or E.I. No. __________________________________________________________

(the "Holder"), in the manner provided for herein.

This Subordinated Daily Note shall bear interest on the unpaid principal amount
at the initial rate of [_____%]. This rate may fluctuate as described herein.
Interest shall accrue daily and be compounded quarterly.

By acceptance of this Special Subordinated Daily Note, the Holder agrees that
its rights and remedies against the Issuer with respect to the Issuer's
obligations hereon shall be and remain subordinate to the extent and in the
manner set forth herein.

Unless the Certificate of Authentication hereon has been executed by the Trustee
referred to herein, either directly or through an Authenticating Agent, by the
manual or facsimile signature of an authorized signer, this Special Subordinated
Daily Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.

                                       F.N.B. CORPORATION

                                       By: _____________________________________
                                           President and Chief Executive Officer
[SEAL]
                                       By: _____________________________________
                                           Secretary

THIS SPECIAL SUBORDINATED DAILY NOTE IS SUBJECT TO REDEMPTION PRIOR TO MATURITY.
INTEREST ADJUSTMENT AND CERTAIN OTHER TERMS ARE SET FORTH HEREIN.

THIS SECURITY IS NOT A SAVINGS ACCOUNT OR AN OBLIGATION OF AN INSURED DEPOSITORY
INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
(FDIC).



AUTHENTICATION CERTIFICATE:

         This Special Subordinated Daily Note Series 2003 is one of the
Securities of the series designated herein referred to in the within-mentioned
Indenture.

J.P.MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:  Authenticating Agent

By: ______________________________
       Authorized Signature

                                        2



This Subordinated Special Daily Note is one of a duly authorized issue of
securities of the Issuer (each a "Security" and, together, the "Securities"),
issued and to be issued in one or more series under an Indenture, dated as of
May 15, 1992 (herein called the "Indenture"), between the Issuer and J.P.Morgan
Trust Company, National Association, as successor to Northern Central Bank, as
trustee (herein called the "Trustee," which term includes any successor Trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations,
duties and immunities thereunder of the Issuer, the Trustee and the Holders of
the Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.

Upon and during the continuance of an Event of Default, then, and in any such
event, the principal of the Securities of this series may be declared
immediately due and payable in the manner and with the effect provided in the
Indenture.

PAYMENT AND INTEREST ACCRUAL. Payment of the principal of and interest on this
Security shall be made in lawful money of the United States at any office of
Regency Finance Company, the Issuer's agent, or at such other place as the
Issuer may designate to the Holder in writing (a "Place of Payment"); provided,
however, that any such payment may be made, at the option of the Issuer, by
check mailed to the registered address of the Holder. Upon payment or tender of
payment hereof ON DEMAND, this Security shall be surrendered to the Issuer for
cancellation at the Place of Payment. Unless otherwise agreed in writing by the
Issuer, interest hereon shall cease to accrue, and the Issuer shall have no
further liability with respect thereto, upon payment (or tender of payment in
the aforesaid manner) of the principal amount hereof ON DEMAND.

INTEREST RATE ADJUSTMENT. The interest rate may fluctuate monthly. Any
adjustment to the interest rate will be made on the first day of the month.

OPTIONAL REDEMPTION BY ISSUER. The Securities of this series are subject to
redemption upon not less than 30 days' notice by first class mail, at any time,
as a whole or in part, at the election of the Issuer, without premium, together
with accrued interest to the Redemption Date, but any interest installment which
is due and payable on or prior to such Redemption Date, will be payable to the
Holders of such Securities, or one or more Predecessor Securities, of record at
the close of business on the relevant Record Dates, all as provided in the
Indenture. Each partial redemption payment shall be made ratably on all the
Outstanding Securities of such series called for redemption.

REDEMPTION BY HOLDER. The Holder shall have the right at its option to cause the
Company to redeem this Security, in whole or in part, at any time; provided
however, that the Issuer may require the Holder to give the Issuer no less than
30 days' prior written notice by U.S. registered mail of a redemption demanded
by the Holder, which notice shall specify the principal amount of the Security
to be redeemed and the redemption date. Holders shall also have the right to
make partial redemptions in multiples of $_____; provided, however, that such
partial redemptions may not reduce the principal amount of this Security below
the minimum purchase amount.

                                        3



Upon presentation of this security at a Place of Payment, the Issuer, or the
Issuer's agent, will, for the Holder's convenience, record on the register
attached hereto and made a part hereof any adjustments to the original principal
amount of this Security, such as additional purchases or partial redemptions.

ASSIGNMENT. As provided in the Indenture and subject to certain limitations
therein set forth, this Security shall not be transferable except by endorsement
and delivery by the Holder, or its duly authorized representative at the Place
of Payment referred to above, and upon surrender to the Issuer with proper
endorsement, a new instrument of like tenor shall be issued in the name of the
transferee. The Issuer may require payment of a service charge along with a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. Unless and until transferred in the manner aforesaid, the Issuer, the
Trustee and any agent of either of them may treat the Holder whose name or names
appear on the face of this instrument as the absolute owner hereof for all
purposes. If this Security is payable to two or more persons, they shall be
deemed to be joint tenants with right of survivorship and any and all payments
herein shall be made to either, or the survivor of them.

SUBORDINATION. The indebtedness evidenced by this Security is subordinate to the
prior payment when due of the principal of and interest on all Senior
Indebtedness (as such term is defined below). Upon maturity of any Senior
Indebtedness, payment in full must be made on such Senior Indebtedness before
any payment is made on or in respect of this Security. During the continuance of
any default in payment of principal of (or premium, if any) or interest or
sinking fund on any Senior Indebtedness, or any other event of default with
respect to Senior Indebtedness pursuant to which the holders thereof have
accelerated the maturity thereof, no direct or indirect payment may be made or
agreed to be made by the Issuer on or in respect of this Security. Upon any
distribution of assets of the Issuer in any dissolution, winding up, liquidation
or reorganization, payment of the principal of and interest on this Security
will be subordinated, to the extent and in the manner set forth in the
Indenture, to the prior payment in full of all Senior Indebtedness. The
Indenture does not limit the Issuer's ability to increase the amount of Senior
Indebtedness or to incur any additional indebtedness in the future that may
affect the Issuer's ability to make payments under this Security. Except as
described above, the obligation of the Issuer to make payment of principal or
interest on this Security will not be affected. The Holder of this Security will
be subrogated to the rights of the holders of the Senior Indebtedness to the
extent of payments made on Senior Indebtedness out of the distributive share of
the Security. By reason of such subordination, in the event of a distribution of
assets upon insolvency, certain general creditors of the Issuer may recover
more, ratably, than Holders of the Securities.

"Senior Indebtedness" means Indebtedness of the Issuer outstanding at any time,
other than Indebtedness of the Issuer to a Subsidiary for money borrowed or
advanced from any such Subsidiary, except Indebtedness which by its terms is not
superior in right of payment to the Securities. "Indebtedness" means (1) any
debt of the Issuer (i) for borrowed money or (ii) evidenced by a note, debenture
or similar instrument (including a purchase money obligation) given in
connection with the acquisition of any property or assets, including securities;
(2) any

                                        4



debt of others described in the preceding clause (1) which the Issuer has
guaranteed or for which it is otherwise liable; and (3) any amendment, renewal,
extension or refunding of any such debt.

In any case where any Redemption Date of any Security shall not be a Business
Day at any Place of Payment, then (notwithstanding any other provision of the
Indenture or of this Security) payment of principal and interest need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Redemption Date; provided, that no interest shall accrue for
the period from and after such Redemption Date.

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Issuer and the Trustee with the
consent of the Holders of not less than 50% in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

The Securities of this series are issuable only in registered form without
coupons in any denomination; provided, however, that a minimum purchase amount
may be established by the Issuer at the time of purchase.

All terms used in this Security which are defined in the Indenture and not
otherwise defined herein shall have the meanings assigned to them in the
Indenture.

                                        5



This Special Daily Note Register is provided for the convenience of the Holder.
Entries may be made only by an authorized agent of the Issuer to reflect
additional purchases or redemptions. The Issuer will not be liable for any
transaction unless an entry is made herein by an authorized agent of the Issuer.
The Holder will receive statements on a quarterly basis which will include all
transactions for the period.

================================================================================
  TRANSACTION DATE        REC'D/PAID BY         REDEMPTIONS            PURCHASES
================================================================================

INITIAL PURCHASE/PRIOR REGISTER BALANCE
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

================================================================================

                                        6

EX-4.6

                                                                     EXHIBIT 4.6

                               F.N.B. CORPORATION

                              Amended and Restated
                   Officers' Certificate Pursuant to Indenture

         Pursuant to Sections 102 and 301 of the Indenture dated as of May 15,
1992 (the "Indenture), between F.N.B. Corporation (the "Company") and Northern
Central Bank, as Trustee (the "Trustee"), as amended, we Peter Mortensen,
Chairman and President, and David Mogle, Treasurer, respectively, of the
Company, hereby certify, in connection with the issuance by the Company of the
Securities described herein, that:

         (1)      There shall be the following three series of Securities
                  issuable under the Indenture and pursuant to this Officers'
                  Certificate: (i) Subordinated Term Notes (the "Term Notes"),
                  (ii) Subordinated Daily Notes (also sometimes referred to as
                  "Subordinated Daily Cash Account Notes" or "Subordinated Daily
                  Accounts") (the "Daily Notes"), and (iii) Subordinated Special
                  Daily Notes (the "Special Daily Notes") (the Term Notes, the
                  Daily Notes and the Special Daily Notes are sometimes
                  collectively referred to as the "Notes").

         (2)      There is no limit on the aggregate principal amount of Notes
                  that may be authenticated and delivered under the Indenture.

         (3)      The Term Notes will be due 3, 6, 9, 12, 15, 18, 21, 24, 27,
                  30, 36, 48, 60, 84 or 120 months from the date of issuance
                  thereof, according to their respective terms (the "Maturity
                  Date"), unless redeemed or extended as provided therein. The
                  Term Notes will be automatically extended for successive
                  terms, equal in duration to their original term, at the
                  rate(s) of interest then in effect for Term Notes of
                  comparable maturity unless, prior to maturity, the Company
                  receives notification of the Holder's intent to redeem the
                  Term Note. The principal amount of each Term Note shall be
                  payable in one lump sum on the Maturity Date thereof.

         (4)      The principal amount of each Daily Cash Account shall be due
                  and payable on demand; provided, however, that the Company
                  retains the right to require the Holder to give the Company no
                  less than 30 days prior written notice, by first class mail,
                  of a redemption in whole or in part demanded by the Holder,
                  which notice shall specify the principal amount of the Account
                  to be redeemed and the redemption date and, provided further,
                  that any partial redemption may not reduce the principal
                  amount of a Daily Cash Account Note to less than $50.

         (5)      The principal amount of each Daily Note and each Special Daily
                  Note shall be due and payable on demand; provided, however,
                  that (i) the Company retains the right to require the Holder
                  to give the Company no less than 30 days prior written notice,
                  by first class mail, of a redemption in whole or in part
                  demanded by the Holder, which notice shall specify the
                  principal amount of the Note to be redeemed and the redemption
                  date, (ii) a partial redemption may not reduce the principal
                  amount of a Daily Note to less than $50, (iii) a partial
                  redemption may not reduce the principal amount of a Special
                  Daily Note to less than the minimum purchase amount with
                  respect to Special Daily Notes in effect at the time of
                  issuance of the Special Daily Note to be redeemed, and (iv)
                  the minimum



                  principal amount with respect to which a Special Daily Note
                  may be partially redeemed by the Holder thereof shall be
                  $2,500.

         (6)      The interest rates payable on the Daily Notes will be
                  determined by the Company and may fluctuate on a monthly
                  basis. Any adjustment to the interest rate will be made by the
                  Company on the first day of the month. Interest on the Daily
                  Notes shall accrue daily from the date of issuance and be
                  compounded quarterly. Accrued interest shall be paid to the
                  Holder of a Daily Note upon redemption in whole of the Note.
                  With respect to Daily Notes issued prior to April 15, 1999,
                  the interest rate will be no less than 3% below, or more than
                  5% above, the rate established for the most recent action
                  average of United States Treasury Bills with maturity of 13
                  weeks, subject to the limitation that in no event will the
                  rate of interest payable be more than 16% per annum or less
                  than 5% per annum.

         (6.1)    The rate of interest payable on the Special Daily Notes shall
                  be 8.0% per annum at all times prior to September 30, 2000.
                  Commencing October 1, 2000, the Company may, on the first day
                  of each calendar quarter (each such day referred to as an
                  "Adjustment Date") increase or decrease the rate of interest
                  payable on the Special Daily Notes; provided, however, that
                  (i) the annual rate of interest may not be reduced on any
                  Adjustment Date by more than 0.50% from the rate of interest
                  in effect on the day preceding such Adjustment Date, and (ii)
                  the rate of interest shall not be reduced below 6.5% per annum
                  at any time prior to December 31, 2002. Interest on the
                  Special Daily Notes will accrue daily from the date of
                  issuance and be compounded quarterly.

         (7)      Interest on the Notes which is payable, and is punctually paid
                  or duly provided for, on any Interest Payment Date shall be
                  paid to the Person in whose name that Note is registered at
                  the close of business 15 days prior to the Interest Payment
                  Date, which date shall constitute the Regular Record Date for
                  such interest payment. Interest not so paid or provided for
                  shall be paid as set forth in Section 307 of the Indenture.

         (8)      Interest on the Notes will be paid by checks mailed to the
                  holders of the Notes. Transfers of the Notes will be
                  registerable, Notes may be surrendered for exchange, and
                  principal of the Notes will be payable, at the branch offices
                  of Regency Finance Company and at the corporate trust office
                  of the Company located at Hermitage Square, Hermitage,
                  Pennsylvania.

         (9)      The Company will have the right, at its option, to call any of
                  the Notes for redemption before maturity at any time. Each
                  partial redemption payment shall be made ratably on all the
                  Outstanding Notes of the particular maturities called for
                  redemption. Interest on the Notes will continue to accrue
                  until the date of redemption and no premium shall be paid
                  thereon. The Company will give the Holder not less than thirty
                  (30) days' prior written notice by first class mail of each
                  redemption, specifying, among other things, the principal
                  amount of the Notes to be redeemed and the redemption date.
                  Notice of redemption having been given by the Company as
                  aforesaid, the principal amount of the Notes specified in such
                  notice, together with interest accrued and unpaid thereon to
                  the date of redemption, will become due and payable on such
                  redemption date.

         (10)     The Holder of a Term Note will have the right, at its option,
                  to redeem a Term Note prior to maturity. As to a 3, 6, 9 or 12
                  month Term Note, the Holder shall, upon such redemption,
                  forfeit an amount equal to one month of interest earned, or
                  that could have been earned, on the amount so redeemed at the
                  rate being paid on the Term Note, regardless of the length of
                  time that the Holder has owned the Term Note. As to an 18,

                                      - 2 -



                  24, 30, 36, 48, 60, 84 or 120 month Term Note, the Holder
                  shall forfeit an amount equal to 3 months of interest earned,
                  or that could have been earned, on the amount so redeemed at
                  the rate being paid on the Term Note, regardless of the length
                  of time that the Holder has owned the Term Note. Where
                  necessary to comply with the requirements of this paragraph,
                  interest already paid to or for the account of the Holder will
                  be deducted from the amount redeemed. Holders of Term Notes
                  will also have the right to make partial redemptions prior to
                  maturity; provided, however, that a partial redemption may not
                  reduce the outstanding principal amount of a Term Note to less
                  than $500. The above mentioned forfeitures will be calculated
                  only upon the principal amount of the Term Note. Term Notes
                  may be redeemed before maturity without forfeiture of interest
                  upon the death of any Holder or if the Holder is determined to
                  be legally incompetent by a court or any other administrative
                  body of competent jurisdiction. The Company retains the right
                  to require the Holder of any Term Note desiring to so redeem
                  the Term Note to give the Company not less than 30 days prior
                  written notice, by first class mail, of a redemption demanded
                  by the Holder, which notice shall specify the principal amount
                  of the Term Note to be redeemed and the redemption date.

         (11)     The Notes are issuable in any denomination; provided, however,
                  that (i) the minimum denomination for Term Notes shall be
                  $500, (ii) the minimum denomination for Daily Notes shall be
                  $50, and (iii) the Company may from time to time establish
                  minimum denominations for which Special Daily Notes shall be
                  issued.

         (12)     The Notes shall not be issued, in whole or in part, in the
                  form of a global Security or Securities.

         (13)     The Notes will be subordinate to the prior payment when due of
                  the principal of, and interest on, all Senior Indebtedness.

         (14)     The Trustee may appoint Regency Finance Company (or such other
                  entity as may be acceptable to the Company and the Trustee) as
                  Authenticating Agent for the Notes.

                  Capitalized terms used herein and not otherwise defined shall
         have the meanings given such terms in the Indenture.

                                      - 3 -

EX-4.7

                                                                     EXHIBIT 4.7



                               F.N.B. CORPORATION

               Second Officers' Certificate Pursuant to Indenture


         Pursuant to Sections 102 and 301 of the Indenture dated as of May 15,
1992, as amended (the "Indenture), between F.N.B. Corporation (the "Company")
and J.P. Morgan Trust Company, N.A., as successor to Northern Central Bank, as
Trustee (the "Trustee"), the undersigned hereby certify, in connection with the
issuance by the Company of the Securities described herein, that:

         (1)      There shall be the following series of Securities issuable
                  under the Indenture and pursuant to this Officers'
                  Certificate: (i) Subordinated Term Notes Series 2003 having
                  the following maturities (with the notes of each maturity
                  constituting a separate series under the Indenture): 3, 6, 9,
                  12, 15, 18, 21, 24, 27, 30, 36, 48, 60, 84 and 120 months
                  (collectively, the "Term Notes"); and (ii) Subordinated
                  Special Daily Notes Series 2003 (the "Special Daily Notes")
                  (the Term Notes and the Special Daily Notes are sometimes
                  collectively referred to herein as the "Notes").

         (2)      There is no limit on the aggregate principal amount of Notes
                  that may be authenticated and delivered under the Indenture.

         (3)      The interest rate payable on the Special Daily Notes will be
                  determined by the Company and may fluctuate on a monthly
                  basis. Any adjustment to the interest rate will be made by the
                  Company on the first day of the month.

         (4)      The interest rate payable on each maturity of the Term Notes
                  will be determined by the Company from time to time. The
                  interest rate payable on any particular Term Note will be
                  fixed for the term of the Note. The Company may from time to
                  time offer Term Notes with a higher interest rate if a higher
                  minimum purchase amount is met.

         (5)      Interest on the Special Daily Notes shall accrue daily from
                  the date of issuance and be compounded quarterly. Accrued
                  interest shall be paid to the Holder of a Special Daily Note
                  upon redemption in whole of the Note.

         (6)      Interest on the Term Notes shall accrue daily from the date of
                  issuance and will be paid by checks mailed to the holders of
                  the Notes, or, with respect a Term Note having a maturity in
                  excess of six months, the Holder thereof may instead elect to
                  have the interest thereon compounded quarterly. Holders of
                  Term Notes with a maturity of three or six months may elect to
                  have interest paid monthly or at maturity. Holders of other
                  Term Notes may elect to have interest compounded quarterly at
                  the rate of the Term Note or paid monthly or quarterly.




         (7)      The Company shall have the right, at its option, to call the
                  Notes of any series for redemption at any time. Any partial
                  redemption of a series shall be made ratably on all the
                  Outstanding Notes of the series called for redemption.
                  Interest on the Notes will continue to accrue until the date
                  of redemption and no premium shall be paid thereon. The
                  Company will give each Holder not less than thirty (30) days'
                  prior written notice by first class mail of a redemption of
                  any Notes held by such Holder, specifying the principal amount
                  of the Notes to be redeemed and the redemption date. Notice of
                  redemption having been given by the Company as aforesaid, the
                  principal amount of the Notes specified in such notice,
                  together with interest accrued and unpaid thereon to the date
                  of redemption, will become due and payable on such redemption
                  date.

         (8)      The Holder of a Term Note will have the right, at its option,
                  to have the Company redeem the Term Note upon demand prior to
                  maturity. As to a Term Note having a maturity of 12 months or
                  less, the Holder shall, upon such redemption, forfeit an
                  amount equal to one month of interest earned, or that could
                  have been earned, on the amount so redeemed at the rate being
                  paid on the Term Note, regardless of the length of time that
                  the Holder has owned the Term Note. As to a Term Note having a
                  maturity of between 15 months and 30 months, inclusive, the
                  Holder shall forfeit an amount equal to 3 months of interest
                  earned, or that could have been earned, on the amount so
                  redeemed at the rate being paid on the Term Note, regardless
                  of the length of time that the Holder has owned the Term Note.
                  As to a Term Note having a maturity in excess of 30 months,
                  the Holder shall forfeit an amount equal to 6 months of
                  interest earned, or that could have been earned, on the amount
                  so redeemed at the rate being paid on the Term Note,
                  regardless of the length of time that the Holder has owned the
                  Term Note. Where necessary to comply with the requirements of
                  this Paragraph, interest already paid to or for the account of
                  the Holder will be deducted from the amount redeemed. Holders
                  of Term Notes will also have the right to make partial
                  redemptions prior to maturity; provided, however, that a
                  partial redemption may not reduce the outstanding principal
                  amount of a Term Note to less than $500. The above mentioned
                  forfeitures will be calculated only upon the principal amount
                  as to which the Term Note is being redeemed. The Company may
                  require the Holder of any Term Note electing to have the
                  Company redeem the Holder's Term Note to give the Company not
                  less than 30 days prior written notice, by first class mail,
                  of such election, which notice shall specify the principal
                  amount of the Term Note to be redeemed and the redemption
                  date.

         (9)      Notwithstanding the provisions of Paragraph (8) hereof, Term
                  Notes may be redeemed before maturity without forfeiture of
                  interest upon the death of any Holder or if the Holder is
                  determined to be legally incompetent by a court or any other
                  administrative body of competent jurisdiction.

         (10)     The principal amount of each Term Note shall be payable in one
                  lump sum on the Maturity Date thereof; provided, however,
                  that, unless the Company has received notification of a
                  Holder's intent to have the Company redeem the Holder's Term
                  Note at or prior to maturity, each Term Note will be
                  automatically extended for


                                       -2-


                  successive terms, each equal in duration to its original term,
                  at the rate of interest then in effect for Term Notes of
                  comparable maturity.

         (11)     The Holder of a Special Daily Note may require the Company to
                  redeem the Special Daily Note, in whole or part, on demand;
                  provided, however, that (i) the Company may require the Holder
                  to give the Company no less than 30 days prior written notice,
                  by first class mail, of a redemption in whole or in part
                  demanded by the Holder, which notice shall specify the
                  principal amount of the Note to be redeemed and the redemption
                  date, (ii) a partial redemption may not reduce the principal
                  amount of a Special Daily Note to less than the minimum
                  purchase amount with respect to Special Daily Notes in effect
                  at the time of issuance of the Special Daily Note to be
                  redeemed, and (iii) the Company may at the time of sale of any
                  Special Daily Note establish a minimum principal amount with
                  respect to which a Holder may require the Company to partially
                  redeem such Special Daily Note.

         (12)     The Notes are issuable in any denomination; provided, however,
                  that (i) the minimum denomination for Term Notes shall be $500
                  and the Company may, pursuant to Paragraph (4) hereof, offer
                  higher interest rates on Term Notes of the same maturity if a
                  higher minimum purchase is met, and (ii) the Company may from
                  time to time establish minimum denominations for which Special
                  Daily Notes shall be issued.

         (13)     Transfers of the Notes will be registerable, Notes may be
                  surrendered for exchange, and principal of the Notes will be
                  payable, at the branch offices of Regency Finance Company and
                  at the corporate office of Regency Finance Company located at
                  Hermitage Square, Hermitage, Pennsylvania.

         (14)     Interest on the Notes which is payable, and is punctually paid
                  or duly provided for, on any Interest Payment Date shall be
                  paid to the Person in whose name that Note is registered at
                  the close of business on the last Business Day prior to the
                  Interest Payment Date, which day shall constitute the Regular
                  Record Date for such interest payment. Interest not so paid or
                  provided for shall be paid as set forth in Section 307 of the
                  Indenture.

         (15)     The Notes shall not be issued, in whole or in part, in the
                  form of a global Security or Securities.

         (16)     The Notes will be subordinate to the prior payment when due of
                  the principal of, and interest on, all Senior Indebtedness.

         (17)     The Trustee shall appoint Regency Finance Company (or such
                  other entity as may be acceptable to the Company and the
                  Trustee and shall satisfy the qualifications for serving as
                  Authenticating Agent set forth in the Indenture) as
                  Authenticating Agent for the Notes.

         (18)     We have read Sections 102 and 301 of the Indenture, which
                  allow Securities to be issued pursuant to the Indenture in one
                  or more series, the particular terms of


                                       -3-


                  which are to be established prior to the issuance of the
                  Securities of any such series.

         (19)     We have examined the aforementioned provisions of the
                  Indenture and discussed them with representatives of Smith,
                  Gambrell & Russell, LLP, counsel to the Company.

         (20)     We have made such examination of the Indenture as is necessary
                  to enable us to express an informed opinion whether all
                  conditions precedent to the issuance and delivery of the Notes
                  have been complied with.

         (21)     We believe that all conditions precedent to the issuance and
                  delivery of the Notes have been complied with.

         Capitalized terms used herein and not otherwise defined shall have the
meanings given such terms in the Indenture.

         IN WITNESS WHEREOF, each of the undersigned has executed this Second
Officers' Certificate as of the 18th day of March, 2003.



                                    -----------------------------------------
                                    Thomas E. Fahey, Executive Vice President
                                    and Chief Financial Officer



                                     --------------------------------------
                                    Charles C. Casalnova, Corporate Counsel


         Received and Acknowledged by the Trustee


         By:
            --------------------------------
         Name:
              ------------------------------
         Title:
               -----------------------------


                                       -4-

EX-12.1

                                                                               .
                                                                               .
                                                                               .
                                                                    EXHIBIT 12.1



                       RATIO OF EARNINGS TO FIXED CHARGES





                                                                            At or for the Year Ended December 31,
                                                                2002          2001         2000           1999          1998
                                                              -------       -------       -------       -------       -------
                                                                                                       
Earnings:
              Pretax income from operations                    93,448        76,019        89,120        87,218        80,326
              Less: Income from equity investment                (904)       (1,249)         (727)       (1,416)       (1,286)
              Dividends from equity investment                    701           642           814           939           812
              Fixed charges                                   145,931       200,642       211,766       169,060       171,017
              Less: Preferred dividend requirements              (372)         (451)         (525)         (632)         (757)
                                                              -------       -------       -------       -------       -------
Total earnings including interest
              expense on deposits                             238,804       275,603       300,448       255,169       250,112
                                                              =======       =======       =======       =======       =======

Total earnings excluding interest
              expense on deposits                             124,700       108,495       126,423       113,362        98,447
                                                              =======       =======       =======       =======        ======

Fixed Charges:
              Interest expense:
                Deposits                                      114,104       167,108       174,025       141,807       151,665
                Short-term borrowings                          10,878        15,026        21,072        14,905         9,800
                Long-term debt                                 20,689        18,166        16,284        12,058         9,192
                                                              -------       -------       -------       -------       -------
              Total interest expense                          145,671       200,300       211,381       168,770       170,657
              Estimate of interest within rental expense          260           342           385           290           360
                                                              -------       -------       -------       -------       -------

Total fixed charges including
              expense on deposits                             145,931       200,642       211,766       169,060       171,017
                                                              =======       =======       =======       =======       =======
Total fixed charges excluding
              expense on deposits                              31,827        33,534        37,741        27,253        19,352
                                                              =======       =======       =======       =======        ======


Ratio of Earnings to Fixed Charges:
              Including interest expense on deposits             1.64          1.37          1.42          1.51          1.46
                                                              =======       =======       =======       =======        ======

              Excluding interest expense on deposits             3.92          3.24          3.35          4.16          5.09
                                                              =======       =======       =======       =======        ======

EX-23.2

                                                                    EXHIBIT 23.2


              CONSENT OF ERNST & YOUNG, LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of F.N.B. Corporation
for the registration of $175,000,000 Subordinated Notes and to the incorporation
by reference therein of our report dated February 8, 2003 with respect to the
consolidated financial statements of F.N.B. Corporation included in its Annual
Report on Form 10-K dated March 18, 2003 filed with the Securities and Exchange
Commission.


                                             /s/ Ernst & Young LLP


Birmingham, Alabama
March 17, 2003

EX-23.3

                                                                    EXHIBIT 23.3




                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 23, 2001 except for Note 22,
which is dated February 26, 2001 relating to the financial statements of
Promistar Financial Corporation, which appears in F.N.B. Corporation's Annual
Report on Form 10-K for the year ended December 31, 2002. We also consent to the
references to us under the heading "Experts" in such Registration Statement.




/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Harrisburg, Pennsylvania
March 17, 2003

EX-25.1

                                                                    Exhibit 25.1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------
                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                     A TRUSTEE PURSUANT TO SECTION 305(b)(2)

                     ---------------------------------------

                 J.P.MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

                                                               95-4655078
(State of incorporation                                     (I.R.S. employer
if not a national bank)                                    identification No.)

   101 CALIFORNIA STREET, FLOOR 38
      SAN FRANCISCO, CALIFORNIA                                   94111
(Address of principal executive offices)                        (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)

              ----------------------------------------------------
                              F. N. B. CORPORATION
               (Exact name of obligor as specified in its charter)

        PENNSYLVANIA                                            25-1255406
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                              identification No.)

       ONE F.N.B. BOULEVARD
           HERMITAGE, PA                                           16148
(Address of principal executive office                           (Zip Code)

                                 DEBT SECURITIES
                      Subordinated Term Notes, Series 2003
                            Subordinated Daily Notes
                  Subordinated Special Daily Notes Series 2003

          -------------------------------------------------------------



ITEM 1.           GENERAL INFORMATION.

                  Furnish the following information as to the trustee:

         (a)      Name and address of each examining or supervising authority to
                  which it is subject.

                  Comptroller of the Currency, Washington, D.C.
                  Board of Governors of the Federal Reserve System, Washington,
                  D.C.

         (b)      Whether it is authorized to exercise corporate trust powers.

                  Yes.

ITEM 2.           AFFILIATIONS WITH OBLIGOR.

         If the Obligor is an affiliate of the trustee, describe each such
         affiliation.

         None.

ITEM 16.          LIST OF EXHIBITS.

         List below all exhibits filed as part of this statement of eligibility.

         Exhibit 1.        Articles of Association of the Trustee as Now in
                           Effect (see Exhibit 1 to Form T-1 filed in connection
                           with Form 8K of the Southern California Water Company
                           filing, dated December 7, 2001, which is incorporated
                           by reference).

         Exhibit 2.        Certificate of Authority of the Trustee to Commence
                           Business (see Exhibit 2 to Form T-1 filed in
                           connection with Registration Statement No. 333-41329,
                           which is incorporated by reference).

         Exhibit 3.        Authorization of the Trustee to Exercise Corporate
                           Trust Powers (contained in Exhibit 2).

         Exhibit 4.        Existing By-Laws of the Trustee (see Exhibit 4 to
                           Form T-1 filed in connection with Form 8K of the
                           Southern California Water Company filing, dated
                           December 7, 2001, which is incorporated by
                           reference).

         Exhibit 5.        Not Applicable

         Exhibit 6.        The consent of the Trustee required by Section 321
                           (b) of the Act (see Exhibit 6 to Form T-1 filed in
                           connection with Registration Statement No. 333-41329,
                           which is incorporated by reference).

         Exhibit 7.        A copy of the latest report of condition of the
                           Trustee, published pursuant to law or the
                           requirements of its supervising or examining
                           authority.

         Exhibit 8.        Not Applicable

         Exhibit 9.        Not Applicable

                                        2


                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, J.P.Morgan Trust Company, National Association, has duly caused this
statement of eligibility and qualification to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Pittsburgh, and State
of Pennsylvania, on the 17th of March, 2003

                                J.P.Morgan Trust Company, National Association

                                      By /s/ J. C. Progar
                                         --------------------------------
                                         J. C. Progar
                                         Vice President

                                        3



EXHIBIT 7.        Report of Condition of the Trustee.

CONSOLIDATED REPORT OF CONDITION OF J.P.Morgan Trust Company, N.A., (formerly
Chase Manhattan Bank and Trust Company, N.A.)
                                 (Legal Title)

LOCATED AT    1800 Century Park East, Ste. 400    Los Angeles,    CA     90067
                      (Street)                       (City)     (State)  (Zip)

AS OF CLOSE OF BUSINESS ON  December 31, 2002

ASSETS DOLLAR AMOUNTS IN THOUSANDS

                                     
ASSETS

Cash and Due From Banks                 $ 18,660

Securities                                74,153

Loans and Leases                          81,252

Premises and Fixed Assets                  5,086

Intangible Assets                        156,451

Other Assets                              20,344
                                        --------

  Total Assets                          $355,946
                                        ========



                                        4



                                     
LIABILITIES

Deposits                                $100,451

Other Liabilities                         43,263
                                        --------

  Total Liabilities                      143,714

EQUITY CAPITAL

Common Stock                                 600

Surplus                                  177,264

Retained Earnings                         34,368
                                         -------

  Total Equity Capital                   212,232
                                         -------

  Total Liabilities and Equity Capital  $355,946
                                        ========



                                        5