10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

þ Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the quarterly period ended September 30, 2005

o Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the transition period from                                          to                                         

Commission file number 001-31940

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

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

One F.N.B. Boulevard, Hermitage, PA	16148
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 724-981-6000

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Act of 1934). Yes þ No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at October 31, 2005
Common Stock, $0.01 Par Value	57,352,892 Shares

F.N.B. CORPORATION
FORM 10-Q
September 30, 2005
INDEX

	PAGE
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets		2
Consolidated Statements of Income		3
Consolidated Statements of Stockholders’ Equity		4
Consolidated Statements of Cash Flows		5
Notes to Consolidated Financial Statements		6
Report of Independent Registered Public Accounting Firm		18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3. Quantitative and Qualitative Disclosures About Market Risk		33
Item 4. Controls and Procedures		33
PART II – OTHER INFORMATION
Item 1. Legal Proceedings		34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		34
Item 3. Defaults Upon Senior Securities		34
Item 4. Submission of Matters to a Vote of Security Holders		34
Item 5. Other Information		34
Item 6. Exhibits		35
Signatures		36
Exhibit 10.1
Exhibit 10.2
Exhibit 15
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

1

F.N.B. CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
Dollars in thousands, except par value

	September 30,			December 31,
	2005			2004
	(Unaudited)
Assets
Cash and due from banks	$	117,614		$	100,839
Interest bearing deposits with banks		1,473			2,921
Securities available for sale		691,518			555,698
Securities held to maturity (fair value of $636,033 and $620,827)		641,959			621,302
Mortgage loans held for sale		4,372			5,819
Loans, net of unearned income of $26,746 and $30,592		3,754,861			3,389,461
Allowance for loan losses		(50,258	)		(50,467	)
Net Loans		3,704,603			3,338,994
Premises and equipment, net		83,506			79,033
Goodwill		185,985			84,544
Bank-owned life insurance		121,969			112,300
Other assets		150,660			125,559
Total Assets	$	5,703,659		$	5,027,009
Liabilities
Deposits:
Non-interest bearing demand	$	662,844		$	663,278
Savings and NOW		1,646,733			1,539,547
Certificates and other time deposits		1,612,643			1,395,262
Total Deposits		3,922,220			3,598,087
Other liabilities		63,640			73,505
Short-term borrowings		523,926			395,106
Long-term debt		726,845			636,209
Total Liabilities		5,236,631			4,702,907
Stockholders’ Equity
Common stock — $0.01 par value Authorized – 500,000,000 shares Issued – 56,582,678 and 50,210,113 shares		566			502
Additional paid-in capital		431,149			295,404
Retained earnings		40,163			27,998
Accumulated other comprehensive (deficit) income		(1,328	)		4,965
Deferred stock compensation		(2,318	)		(1,428	)
Treasury stock – 62,433 and 151,994 shares at cost		(1,204	)		(3,339	)
Total Stockholders’ Equity		467,028			324,102
Total Liabilities and Stockholders’ Equity	$	5,703,659		$	5,027,009

See accompanying Notes to Consolidated Financial Statements

2

F.N.B. CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
Dollars in thousands, except per share data
Unaudited

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2005		2004		2005		2004
Interest Income
Loans, including fees	$	61,669	$	51,714	$	177,561	$	154,099
Securities:
Taxable		12,526		11,298		37,154		30,609
Nontaxable		1,101		651		3,016		1,837
Dividends		605		282		1,768		887
Other		17		5		32		10
Total Interest Income		75,918		63,950		219,531		187,442
Interest Expense
Deposits		16,873		13,266		47,108		38,271
Short-term borrowings		4,239		2,532		10,579		5,149
Long-term debt		7,443		6,085		20,693		18,282
Total Interest Expense		28,555		21,883		78,380		61,702
Net Interest Income		47,363		42,067		141,151		125,740
Provision for loan losses		3,448		3,570		8,465		11,812
Net Interest Income After Provision for Loan Losses		43,915		38,497		132,686		113,928
Non-Interest Income
Service charges		10,528		8,676		29,542		25,239
Insurance commissions and fees		3,090		3,257		9,986		8,161
Securities commissions and fees		1,020		1,069		3,519		3,601
Trust		1,752		1,693		5,413		5,242
Gain on sale of securities		431		470		1,602		1,437
Gain on sale of mortgage loans		442		365		1,051		1,447
Gain on sale of branches		—		—		—		4,135
Bank-owned life insurance		787		847		2,514		2,565
Other		741		2,414		1,910		5,113
Total Non-Interest Income		18,791		18,791		55,537		56,940
Non-Interest Expense
Salaries and employee benefits		19,335		18,117		60,253		53,411
Net occupancy		3,115		2,749		9,417		8,155
Equipment		3,238		3,375		9,829		9,661
Amortization of intangibles		918		576		2,729		1,614
Debt extinguishment penalty		—		1,213		—		1,213
Other		11,392		9,872		34,327		29,916
Total Non-Interest Expense		37,998		35,902		116,555		103,970
Income Before Income Taxes		24,708		21,386		71,668		66,898
Income taxes		6,622		6,690		21,131		20,915
Net Income	$	18,086	$	14,696	$	50,537	$	45,983
Net Income per Common Share
Basic	$	.32	$	.32	$	.91	$	.99
Diluted		.32		.31		.90		.98
Cash Dividends per Common Share		.23		.23		.69		.69

See accompanying Notes to Consolidated Financial Statements

3

F.N.B. CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Dollars in thousands
Unaudited

												Accumulated
												Other			Deferred
	Compre-					Additional						Comprehensive			Stock
	hensive			Common		Paid-In			Retained			(Deficit)			Compen-			Treasury
	Income			Stock		Capital			Earnings			Income			sation			Stock			Total
Balance at January 1, 2005				$	502	$	295,404		$	27,998		$	4,965		$	(1,428	)	$	(3,339	)	$	324,102
Net income	$	50,537								50,537												50,537
Change in other comprehensive income (loss)		(6,293	)										(6,293	)								(6,293	)
Comprehensive income	$	44,244
Cash dividends declared:
Common stock $0.69 per share										(38,867	)											(38,867	)
Purchase of common stock																			(8,684	)		(8,684	)
Issuance of common stock					64		135,745			495									10,819			147,123
Change in deferred stock compensation																(890	)					(890	)
Balance at September 30, 2005				$	566	$	431,149		$	40,163		$	(1,328	)	$	(2,318	)	$	(1,204	)	$	467,028
Balance at January 1, 2004				$	464	$	586,009		$	11,532		$	10,251		$	—		$	(1,347	)	$	606,909
Net income	$	45,983								45,983												45,983
Change in other comprehensive income (loss)		(124	)										(124	)								(124	)
Comprehensive income	$	45,859
Cash dividends declared:
Common stock $0.69 per share										(32,002	)											(32,002	)
Purchase of common stock																			(16,556	)		(16,556	)
Issuance of common stock					4		8,316			(2,532	)								16,339			22,127
Change in deferred stock compensation																(1,693	)					(1,693	)
Spin-off of Florida operations							(363,218	)					(1,897	)								(365,115	)
Balance at September 30, 2004				$	468	$	231,107		$	22,981		$	8,230		$	(1,693	)	$	(1,564	)	$	259,529

See accompanying Notes to Consolidated Financial Statements

4

F.N.B. CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
Dollars in thousands
Unaudited

	Nine Months Ended
	September 30,
	2005			2004
Operating Activities
Net income	$	50,537		$	45,983
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation, amortization and accretion		10,967			9,937
Provision for loan losses		8,465			11,812
Deferred taxes		4,645			(1,643	)
Increase in short-term investments		—			(1,169	)
Gain on sale of securities		(1,602	)		(1,437	)
Gain on sale of loans		(1,051	)		(1,447	)
Proceeds from sale of loans		73,426			73,870
Loans originated for sale		(70,928	)		(75,375	)
Net change in:
Interest receivable		1,015			(359	)
Interest payable		(8,405	)		(5,354	)
Other, net		(19,188	)		3,742
Net cash flows from operating activities		47,881			58,560
Investing Activities
Net change in:
Interest bearing deposits with banks		1,449			308
Bank owned life insurance		(785	)		—
Loans		(69,760	)		24,529
Securities available for sale:
Purchases		(194,212	)		(400,009	)
Sales		94,719			11,495
Maturities		84,478			182,613
Securities held to maturity:
Purchases		(89,010	)		(27,719	)
Maturities		91,158			19,344
Increase in premises and equipment		(4,246	)		(1,483	)
Net cash paid for mergers and acquisitions		8,799			(1,301	)
Net cash flows used in investing activities		(77,410	)		(192,223	)
Financing Activities
Net change in:
Non-interest bearing deposits, savings and NOW accounts		(121,505	)		1,647
Time deposits		67,230			(16,680	)
Short-term borrowings		105,820			112,913
Increase in long-term debt		65,990			129,714
Decrease in long-term debt		(41,156	)		(75,409	)
Purchase of common stock		(8,684	)		(16,556	)
Issuance of common stock		17,476			22,127
Cash dividends paid		(38,867	)		(32,002	)
Net cash flows from financing activities		46,304			125,754
Net Increase (Decrease) in Cash and Cash Equivalents		16,775			(7,909	)
Cash and cash equivalents at beginning of period		100,839			105,160
Cash and Cash Equivalents at End of Period	$	117,614		$	97,251

See accompanying Notes to Consolidated Financial Statements

5

F.N.B. CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2005

BUSINESS

     F.N.B. Corporation (the Corporation) is a diversified financial services company headquartered in Hermitage, Pennsylvania. The Corporation owns and operates First National Bank of Pennsylvania (FNBPA), First National Trust Company, First National Investment Services Company, LLC, F.N.B. Investment Advisors, Inc., First National Insurance Agency, LLC and Regency Finance Company (Regency). The Corporation has full service banking offices located in Pennsylvania and Ohio and consumer finance operations in Pennsylvania, Ohio and Tennessee.

BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements include the accounts of the Corporation and its subsidiaries. The Corporation’s consolidated financial statements have historically included subsidiaries in which the Corporation has a controlling financial interest. This requirement has been applied to subsidiaries in which the Corporation has a majority voting interest. Investments in companies in which the Corporation controls operating and financing decisions (principally defined as owning a voting or economic interest greater than 50%) are consolidated. In accordance with Financial Accounting Standards Board (FASB) Interpretation No. (FIN) 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51, the Corporation considers a voting rights entity to be a subsidiary and consolidates it if the Corporation has a controlling financial interest in the entity. Variable interest entities are consolidated if the Corporation is exposed to the majority of the variable interest entity’s expected losses and/or residual returns (i.e., the Corporation is considered to be the primary beneficiary). All significant intercompany balances and transactions have been eliminated.

     The accompanying unaudited consolidated financial statements for the interim periods include all adjustments, consisting only of normal recurring accruals, which are necessary, in the opinion of management, to fairly reflect the Corporation’s financial position and results of operations. In addition, these consolidated financial statements for the interim periods have been prepared in accordance with instructions for the Securities and Exchange Commission’s Form 10-Q and therefore do not include all information or footnotes necessary for a complete presentation of financial condition, results of operations and cash flows in conformity with U.S. generally accepted accounting principles. For further information, refer to the audited consolidated financial statements and footnotes thereto for the year ended December 31, 2004, as contained in the Corporation’s 2004 Annual Report on Form 10-K. The Corporation’s results of operations for the nine months ended September 30, 2005 are not necessarily indicative of the Corporation’s results of operations to be expected for the year ending December 31, 2005.

     The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

DISCONTINUED OPERATIONS

     On January 1, 2004, the Corporation completed the spin-off of its Florida operations into a separate, publicly traded company known as First National Bankshares of Florida, Inc. (Bankshares) and transferred all of its Florida operations to Bankshares. At the same time, the Corporation distributed all of the outstanding stock of Bankshares to the Corporation’s shareholders of record as of December 26, 2003. Shareholders eligible for the distribution received one share of Bankshares common stock for each outstanding share of the Corporation’s common stock they owned. Immediately following the distribution, the Corporation and its subsidiaries did not own any shares of Bankshares common stock and Bankshares became an independent public company. Concurrent with the spin-off of its Florida operations, the Corporation moved its executive offices from Naples, Florida to Hermitage, Pennsylvania on January 1, 2004. No income or loss was recorded from discontinued operations for 2004.

6

INVESTMENT IN SUN BANCORP, INC.

     Through September 8, 2004, the Corporation accounted for its ownership of the common stock of Sun Bancorp, Inc. under the equity method. Under the equity method, the carrying value of the Corporation’s investment in Sun Bancorp was adjusted for the Corporation’s share of Sun Bancorp’s earnings and reduced by dividends received from Sun Bancorp. On September 9, 2004, the Corporation ceased to have any management control over Sun Bancorp as the Corporation gave up its two seats on the Sun Bancorp Board of Directors. As a result, the Corporation changed its accounting method to cost basis of accounting and moved 56% of its investment in Sun Bancorp to trading securities, in short-term investments on the balance sheet. In conjunction with this transfer, the Corporation recognized a $1.2 million gain due to the market value being higher than book value at the end of the third quarter of 2004. The remaining 44% of the Corporation’s investment in Sun Bancorp was moved from the equity method of accounting to securities available for sale, at the securities carrying value at that date.

     On October 1, 2004, Omega Financial Corporation completed its acquisition of Sun Bancorp, Inc. Under the terms of the agreement, Sun Bancorp shareholders were entitled to receive either 0.664 shares of Omega Financial common stock for each share of Sun Bancorp common stock or $23.25 in cash for each share held, subject to a pro rata allocation such that 20% of Sun Bancorp common stock shall be paid in cash and 80% shall be in the form of Omega Financial common stock. On October 15, 2004, the Corporation received cash for approximately 56% of the 1,090,122 shares of Sun Bancorp common stock that it owned.

     In conjunction with Omega Financial Corporation’s acquisition of Sun Bancorp, Inc., Omega Financial terminated the servicing agreement that the Corporation had with Sun Bancorp. For the nine months ended September 30, 2004, the Corporation recognized $1.0 million pre-tax, in servicing income in accordance with the terms of the agreement.

MERGERS AND ACQUISITIONS

     On February 18, 2005, the Corporation completed its acquisition of NSD Bancorp, Inc. (NSD) (Nasdaq: NSDB), a bank holding company headquartered in Pittsburgh, Pennsylvania with $503.0 million in assets, $308.9 million in loans and $378.8 million in deposits. The acquisition was a stock transaction valued at approximately $127.5 million. The Corporation issued 5,944,343 shares of its common stock in exchange for 3,302,485 shares of NSD common stock. NSD’s banking subsidiary, NorthSide Bank, was merged into FNBPA. The Corporation recorded $100.5 million in goodwill and $8.4 million in core deposit intangibles as a result of the acquisition of NSD.

     Under the scope of Statement of Position (SOP) 03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer, (refer to New Accounting Standards), the Corporation has determined that certain loans have differences between the contractual cash flows and the cash flows expected to be collected when such loans are acquired as a result of this transaction. The Corporation further expects that these cash flow differences are attributable, at least in part, to credit quality. Generally, loans qualifying under the scope of SOP 03-3 for this transaction were such loans with specific loan loss reserve allocations under Financial Accounting Standards Statement (FAS) 114, Accounting by Creditors for Impairment of a Loan, certain loans with loan loss reserve allocations under FAS 5, Accounting for Contingencies, and certain additional loans or additional portions of loans deemed by the Corporation to have differences between contractual and expected cash flows, irrespective of NSD’s reserve allocations to such loans. The Corporation reduced loans by $3.3 million as a result of implementing SOP 03-3.

     On April 25, 2005, the Corporation signed a definitive merger agreement to acquire North East Bancorp, Inc. (North East) (Pink Sheets: NEBI), a bank holding company with $68.0 million in assets, headquartered in North East, Pennsylvania, in a stock transaction. More information on this transaction is discussed in the Subsequent Events footnote.

     The Corporation regularly evaluates the potential acquisition of, and holds discussions with, various acquisition candidates and as a general rule the Corporation publicly announces such acquisitions only after a definitive merger agreement has been reached.

INTEREST RATE SWAP

     In February 2005, the Corporation entered into an interest rate swap, whereby it will pay a fixed rate of interest and receive a variable rate based on LIBOR. The effective date of the swap will be January 3, 2006. The interest rate swap is designed to convert the variable interest rate to a fixed rate on $125.0 million of debentures. The swap is considered to be highly effective. Accordingly, any change in the swap’s fair value will be recorded in other

7

comprehensive income, net of tax. The hedged transaction had no ineffectiveness during the nine months ended September 30, 2005.

STOCK-BASED COMPENSATION

     Current accounting guidance permits two alternative methods of accounting for stock-based compensation, the intrinsic value method of Accounting Principles Board (APB) Opinion 25, Accounting for Stock Issued to Employees, and the fair value method of FAS 123, Accounting for Stock-Based Compensation. FAS 148, Accounting for Stock-Based Compensation Transition and Disclosure, was issued in December 2002. It continues to provide alternative methods of accounting for stock-based employee compensation. In addition, it amends disclosure requirements in both annual and interim financial statements about the method of accounting for stock-based compensation and the effect of the method used on reported results. The Corporation continues to account for its stock-based compensation plans under APB Opinion 25.

     In accordance with FAS 123, the following table shows pro forma net income and earnings per share assuming stock options had been expensed based on the fair value of the options granted along with the significant weighted average assumptions used in the Black-Scholes option valuation model (dollars in thousands, except per share data):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
Net income	$	18,086		$	14,696		$	50,537		$	45,983
Stock-based employee compensation cost included in net income, net of tax		181			168			705			532
Stock-based employee compensation cost determined if the fair value method had been applied to all awards, net of tax		(323	)		(408	)		(1,155	)		(1,271	)
Pro forma net income	$	17,944		$	14,456		$	50,087		$	45,244
Basic Earnings per Common Share:
As reported	$	.32		$	.32		$	.91		$	.99
Pro forma	$	.32		$	.31		$	.91		$	.98
Diluted Earnings per Common Share:
As reported	$	.32		$	.31		$	.90		$	.98
Pro forma	$	.31		$	.31		$	.89		$	.96
Weighted Average Assumptions:
Risk-free interest rate		4.31			4.79			4.31			4.79
Dividend yield		2.89			2.98			2.89			2.98
Expected stock price volatility		.21			.22			.21			.22
Expected life (years)		5			5			5			5
Fair value of options granted	$	4.57		$	4.82		$	4.57		$	4.82

     For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options’ vesting period of five years.

     The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. The Corporation’s employee stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimate.

     During the nine months ended September 30, 2005 and 2004, the Corporation issued 100,921 and 107,285 restricted shares of common stock, respectively, with fair values of $2.0 million and $2.1 million, respectively, to key

8

employees and directors of the Corporation under its 2001 Incentive Plan. Under this plan, shares awarded to management are earned, in part, if the Corporation meets or exceeds certain financial performance results when compared to peers. The awards are earned over three- to five-year periods. Under the provisions of APB Opinion 25, based on the performance-related criteria, compensation expense is recorded until the number of shares is fixed. The unamortized expense relating to all restricted stock awards, totaling $2.3 million at September 30, 2005, is reflected as deferred stock compensation in the stockholders’ equity section of the Corporation’s balance sheet. The Corporation has available up to 1,974,755 shares to issue under its 2001 Incentive Plan.

     The Corporation also has available up to 6,043,894 shares to issue under its non-qualified stock option plans to key employees and directors of the Corporation. The options vest in equal installments over five year periods. The options are granted at a price equal to the fair market value at the date of the grant and are exercisable within ten years from the date of the grant. Because the exercise price of the Corporation’s stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized in accordance with APB Opinion 25. No shares were issued under these plans during the nine months ended September 30, 2005 or 2004.

DEBENTURES DUE TO A STATUTORY TRUST

     F.N.B. Statutory Trust I (Statutory Trust), an unconsolidated subsidiary trust, issued $125.0 million of Corporation-obligated mandatorily redeemable capital securities (capital securities) to fund a bank acquisition. The proceeds from the sale of the capital securities were invested in junior subordinated debt securities of the Corporation (debentures). The Statutory Trust was formed for the sole purpose of issuing the capital securities and investing the proceeds from the sale of such capital securities in the debentures. The debentures held by Statutory Trust are its sole assets. Distributions on the debentures issued by Statutory Trust are recorded as interest expense by the Corporation. The capital securities are subject to mandatory redemption, in whole or in part, upon repayment of the debentures. The capital securities bear interest at a floating rate per annum equal to the three-month LIBOR plus 325 basis points. The interest rate in effect at September 30, 2005 was 6.74%. The Corporation has entered into agreements that, taken collectively, fully and unconditionally guarantee the capital securities subject to the terms of each of the guarantees. The debentures qualify as tier 1 capital under the Federal Reserve Board guidelines and are first redeemable, in whole or in part, by the Corporation on or after March 31, 2008.

NEW ACCOUNTING STANDARDS

     The FASB revised FAS 123, Accounting for Stock-Based Compensation, in December 2004. FAS 123R establishes accounting requirements for share-based compensation to employees and carries forward prior guidance on accounting for awards to non-employees. FAS 123R requires an entity to recognize compensation expense based on an estimate of the number of awards expected to actually vest, exclusive of awards expected to be forfeited. The provisions of this statement will become effective January 1, 2006. The Corporation is still evaluating the methodology and impact of FAS 123R on its financial condition and results of operations. For purposes of historical comparison of the compensation expense of options, see the Stock-Based Compensation footnote.

     FIN 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51, was issued in January 2003 and amended in December 2003. FIN 46 addresses consolidation by business enterprises of variable interest entities that have certain characteristics. FIN 46 applied immediately to variable interest entities created after January 31, 2003. It applied in the first fiscal year or interim period beginning after December 15, 2003 to variable interest entities in which an enterprise holds a variable interest that was acquired before February 1, 2003. The impact of adopting the revised FIN 46 is described below.

     The Corporation invests in low-income housing projects, primarily through F.N.B. Community Development Corporation, a subsidiary of FNBPA, for the purpose of providing a source of private sector financing for projects to promote economic development, create employment opportunities and contribute to the economic enhancement of the community. Investments principally consist of limited partnership interests in partnerships that own real estate projects. The Corporation accounts for these partnership investments under the equity method of accounting, with a carrying value of $10.1 million at September 30, 2005. The maximum exposure to loss would be limited to the initial capital investment in the limited partnerships. As a limited partner in these projects, the Corporation is allocated tax credits and deductions associated with the underlying projects. The Corporation has determined that it is not the primary beneficiary of these partnerships and does not consolidate them. In addition, the Corporation determined that it is not the primary beneficiary of F.N.B. Statutory Trust I and does not consolidate it.

9

     The American Institute of Certified Public Accountants issued Statement of Position (SOP) 03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer, in December 2003. SOP 03-3 addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investor’s initial investment in loans or debt securities acquired in a transfer if those differences are attributable, at least in part, to credit quality. SOP 03-3 does not apply to loans originated by the entity. The application of SOP 03-3 limits the interest income, including accretion of purchase price discounts, that may be recognized for certain loans. Additionally, SOP 03-3 requires that the excess of contractual cash flows over cash flows expected to be collected (non-accretable difference) not be recognized as an adjustment of yield or valuation allowance, such as the allowance for loan losses. Subsequent to the initial investment, increases in expected cash flows generally should be recognized prospectively through adjustments to the yield on loans over its remaining life. Decreases in expected cash flows, on the other hand, should be recognized as impairment through the allowance for loan losses. The impact of this pronouncement as it relates to the Corporation’s acquisition of NSD is further discussed in the Mergers and Acquisitions footnote.

SUBSEQUENT EVENTS

     On October 7, 2005, the Corporation completed its acquisition of North East, a bank holding company headquartered in North East, Pennsylvania with $68.0 million in assets, $49.4 million in loans and $61.2 million in deposits. Consideration paid by the Corporation totaled $15.4 million, comprised of 862,611 shares of the Corporation’s common stock and $169,800 in exchange for 145,168 shares of North East common stock. North East’s banking subsidiary, The National Bank of North East, was merged into FNBPA.

SECURITIES

     Following is a summary of the fair value of securities available for sale (in thousands):

	September 30,		December 31,
	2005		2004
U.S. Treasury and other U.S. government agencies and corporations	$	220,397	$	169,471
Mortgage-backed securities of U.S. government agencies		379,920		306,621
States of the U.S. and political subdivisions		5,992		1,180
Other debt securities		21,709		16,036
Total debt securities		628,018		493,308
Equity securities		63,500		62,390
	$	691,518	$	555,698

     Following is a summary of the amortized cost of securities held to maturity (in thousands):

	September 30,		December 31,
	2005		2004
U.S. Treasury and other U.S. government agencies and corporations	$	2,217	$	2,926
Mortgage-backed securities of U.S. government agencies		494,008		514,593
States of the U.S. and political subdivisions		125,700		82,502
Other debt securities		20,034		21,281
	$	641,959	$	621,302

     During 2004, the Corporation transferred $519.4 million of securities from available for sale to held to maturity. This transaction resulted in $4.0 million being recorded as other comprehensive income, which is being amortized over the average life of the securities transferred. At September 30, 2005, $2.4 million remained in other comprehensive income. The Corporation initiated this transfer to better reflect management’s intentions and to reduce the volatility of the equity adjustment due to the fluctuation in market prices of available for sale securities.

     Securities are periodically reviewed for impairment based upon a number of factors, including but not limited to, length of time and extent to which the market value has been less than cost, financial condition of the underlying issuer, ability of the issuer to meet contractual obligations, the likelihood of the security’s ability to recover any decline in its market value and management’s intent and ability to retain the security for a period of time sufficient to allow for recovery in market value. Any impairment loss is recognized when appropriate in accordance with Staff Accounting Bulletin (SAB) 59, FAS 115, Accounting for Certain Investments in Debt and Equity Securities, and related guidance.

10

     In November 2003, the Emerging Issues Task Force (EITF) issued EITF 03-1, The Meaning of Other-than-Temporary Impairments, and issued revised guidance in March 2004. The recognition and measurement requirements of EITF 03-1 were effective for periods beginning after June 15, 2004. In September 2004, the FASB issued FASB Staff Position (FSP) EITF 03-1-1, which delayed the effective date for certain measurement and recognition guidance contained in Issue 03-1. In June 2005, the FASB directed its staff to draft FSP FAS 115-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. FSP 115-1 will codify the guidance set forth in EITF Topic D-44 and clarify that an investor should recognize an impairment loss no later than when the impairment is deemed other-than-temporary, even if a decision to sell has not been made. FSP FAS 115-1 will be effective for other-than-temporary impairment analysis conducted in fiscal years beginning after December 15, 2005. The FSP requires the application of pre-existing other-than-temporary guidance during the period of delay until a final consensus is reached. The Corporation does not anticipate the issuance of the final consensus will have a material impact on financial condition, the results of operations or liquidity.

     The Corporation does not believe the unrealized losses on securities, individually or in the aggregate, as of September 30, 2005, represent an other-than-temporary impairment. The unrealized losses are primarily the result of changes in interest rates and will not prohibit the Corporation from receiving its contractual principal and interest payments. Factors considered in determining whether a loss is temporary include the length of time and extent to which the fair value has been below cost, the financial condition and near-term prospects of the issuer and the Corporation’s ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery.

     Following are summaries of the age of unrealized losses and associated fair value (in thousands):

Securities available for sale:

	Less than 12 Months					Greater than 12 Months					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
September 30, 2005
U.S. Treasury and other U.S. government agencies and corporations	$	179,385	$	(2,503	)	$	22,458	$	(642	)	$	201,843	$	(3,145	)
Mortgage-backed securities of U.S. government agencies		283,647		(2,798	)		47,311		(816	)		330,958		(3,614	)
States of the U.S. and political subdivisions		1,237		(5	)		—		—			1,237		(5	)
Other debt securities		4,316		(6	)		—		—			4,316		(6	)
Equity securities		8,130		(1,918	)		—		—			8,130		(1,918	)
	$	476,715	$	(7,230	)	$	69,769	$	(1,458	)	$	546,484	$	(8,688	)

	Less than 12 Months					Greater than 12 Months				Total
	Fair		Unrealized			Fair		Unrealized		Fair		Unrealized
	Value		Losses			Value		Losses		Value		Losses
December 31, 2004
U.S. Treasury and other U.S. government agencies and corporations	$	99,782	$	(892	)		—		—	$	99,782	$	(892	)
Mortgage-backed securities of U.S. government agencies		163,352		(1,134	)		—		—		163,352		(1,134	)
Equity securities		9,721		(136	)		—		—		9,721		(136	)
	$	272,855	$	(2,162	)		—		—	$	272,855	$	(2,162	)

11

Securities held to maturity:

	Less than 12 Months					Greater than 12 Months					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
September 30, 2005
U.S. Treasury and other U.S. government agencies and corporations	$	782	$	(16	)	$	887	$	(22	)	$	1,669	$	(38	)
Mortgage-backed securities of U.S. government agencies		465,010		(4,984	)		5,662		(89	)		470,672		(5,073	)
States of the U.S. and political subdivisions		67,506		(394	)		12,120		(206	)		79,626		(601	)
Other debt securities		15,938		(725	)		317		(7	)		16,255		(731	)
	$	549,236	$	(6,119	)	$	18,986	$	(324	)	$	568,222	$	(6,443	)

	Less than 12 Months					Greater than 12 Months				Total
	Fair		Unrealized			Fair		Unrealized		Fair		Unrealized
	Value		Losses			Value		Losses		Value		Losses
December 31, 2004
U.S. Treasury and other U.S. government agencies and corporations	$	1,603	$	(15	)		—		—	$	1,603	$	(15	)
Mortgage-backed securities of U.S. government agencies		196,056		(1,213	)		—		—		196,056		(1,213	)
States of the U.S. and political subdivisions		34,538		(378	)		—		—		34,538		(378	)
Other debt securities		12,794		(219	)		—		—		12,794		(219	)
	$	244,991	$	(1,825	)		—		—	$	244,991	$	(1,825	)

BORROWINGS

     Following is a summary of short-term borrowings (in thousands):

	September 30,		December 31,
	2005		2004
Securities sold under repurchase agreements	$	177,576	$	160,847
Federal funds purchased		162,365		65,865
Federal Home Loan Bank advances		50,000		16,000
Subordinated notes		133,677		151,860
Other short-term borrowings		308		534
	$	523,926	$	395,106

     Following is a summary of long-term debt (in thousands):

	September 30,		December 31,
	2005		2004
Federal Home Loan Bank advances	$	564,173	$	476,637
Debentures due to Statutory Trust		128,866		128,866
Subordinated notes		31,545		30,412
Other long-term debt		2,261		294
	$	726,845	$	636,209

     The Corporation’s banking affiliate has available credit with the Federal Home Loan Bank (FHLB) of $2.0 billion, of which $614.2 million was used as of September 30, 2005. These advances are secured by loans collateralized by 1-4 family mortgages and the security portfolio and are scheduled to mature in various amounts periodically through the year 2012.

12

COMMITMENTS AND CREDIT RISK

     The Corporation has commitments to extend credit and standby letters of credit that involve certain elements of credit risk in excess of the amount stated in the consolidated balance sheet. The Corporation’s exposure to credit loss in the event of non-performance by the customer is represented by the contractual amount of those instruments. Consistent credit policies are used by the Corporation for both on- and off-balance sheet items.

     Following is a summary of off-balance sheet credit risk information (in thousands):

	September 30,		December 31,
	2005		2004
Commitments to extend credit	$	679,904	$	594,791
Standby letters of credit		61,310		62,454

     At September 30, 2005, funding of approximately 83% of the commitments to extend credit was dependent on the financial condition of the customer. The Corporation has the ability to withdraw such commitments at its discretion. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Based on management’s credit evaluation of the customer, collateral may be deemed necessary. Collateral requirements vary and may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties.

     Standby letters of credit are conditional commitments issued by the Corporation that may require payment at a future date. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The obligations are not recorded in the Corporation’s financial statements. The Corporation’s exposure to credit loss in the event the customer does not satisfy the terms of the agreement equals the notional amount of the obligation less the value of any collateral.

EARNINGS PER SHARE

     Basic earnings per common share is calculated by dividing net income by the sum of the weighted average number of shares of common stock outstanding.

     Diluted earnings per common share is calculated by dividing net income by the weighted average number of shares of common stock outstanding, assuming the exercise of stock options. Such adjustments to net income and the weighted average number of shares of common stock outstanding are made only when such adjustments dilute earnings per common share.

     The following table sets forth the computation of basic and diluted earnings per share (dollars in thousands, except per share data):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2005		2004		2005		2004
Net income	$	18,086	$	14,696	$	50,537	$	45,983
Average common shares outstanding (basic)		56,426,087		46,537,841		55,260,092		46,326,420
Net effect of dilutive stock options based on the treasury stock method using the average market price		674,289		815,511		721,580		828,993
Average common shares outstanding (diluted)		57,100,376		47,353,352		55,981,672		47,155,413
Basic earnings per share	$	.32	$	.32	$	.91	$	.99
Diluted earnings per share	$	.32	$	.31	$	.90	$	.98

13

RETIREMENT AND OTHER POSTRETIREMENT BENEFIT PLANS

     The net periodic benefit cost for the defined benefit plans includes the following components (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
Service cost	$	1,040		$	955		$	3,320		$	2,865
Interest cost		1,617			1,560			4,887			4,680
Expected return on plan assets		(1,942	)		(1,671	)		(5,716	)		(5,013	)
Net amortization		249			223			814			669
Net periodic pension cost	$	964		$	1,067		$	3,305		$	3,201

     Net periodic postretirement benefit cost includes the following components (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2005		2004		2005		2004
Service cost	$	80	$	82	$	266	$	246
Interest cost		80		99		238		297
Net amortization		16		34		48		102
Net periodic postretirement benefit cost	$	176	$	215	$	552	$	645

     The Corporation’s subsidiaries participate in a qualified 401(k) defined contribution plan under which eligible employees may contribute a percentage of their salary. The Corporation matches 50 percent of an eligible employee’s contribution on the first 6 percent that the employee contributes. Employees are generally eligible to participate upon completing 90 days of service and having attained age 21. Employer contributions become 20 percent vested when an employee has completed one year of service, and vest at a rate of 20 percent per year thereafter. The Corporation’s contribution expense was $1.1 million and $924,000 for the nine months ended September 30, 2005 and 2004, respectively.

CASH FLOW INFORMATION

     Following is a summary of supplemental cash flow information (in thousands):

	2005			2004
Nine Months Ended September 30
Interest paid on deposits and other borrowings	$	82,207		$	67,056
Income taxes paid		25,943			17,012
Transfers of loans to other real estate owned		2,547			4,209
Transfers of other real estate owned to loans		108			285
Spin-off of Florida operations		—			365,115
Transfer of securities from available for sale to held to maturity		—			519,410
Transfer of investment in Sun Bancorp, Inc. from other assets to:
Securities		—			10,191
Short-term investments		—			12,957
Summary of business acquisition:
Fair value of tangible assets acquired	$	483,700			—
Fair value of core deposit intangible acquired		8,434			—
Fair value of liabilities assumed		(473,872	)		—
Stock issued for the purchase of acquired company’s common stock		(127,516	)		—
Cash received in the acquisition		8,799			—
Goodwill recognized	$	100,455			—

14

COMPREHENSIVE INCOME

     The components of comprehensive income, net of related tax, are as follows (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
Net income	$	18,086		$	14,696		$	50,537		$	45,983
Other comprehensive (loss) income:
Unrealized (losses) gains on securities:
Arising during the period		(2,528	)		15,588			(5,860	)		642
Less: reclassification adjustment for gains included in net income		(280	)		(306	)		(1,041	)		(934	)
Unrealized gains on swaps		951			—			608			—
Minimum benefit plan liability adjustment		—			—			—			168
Other comprehensive (loss) income		(1,857	)		15,282			(6,293	)		(124	)
Comprehensive income	$	16,299		$	29,978		$	44,244		$	45,859

     The accumulated balances related to each component of other comprehensive income (deficit) are as follows (in thousands):

	2005			2004
September 30
Unrealized (losses) gains on securities	$	(961	)	$	9,000
Unrealized gains on swap		608			—
Minimum pension liability adjustment		(975	)		(770	)
Accumulated other comprehensive (deficit) income	$	(1,328	)	$	8,230

BUSINESS SEGMENTS

     The Corporation operates in four reportable segments: Community Banking, Wealth Management, Insurance and Consumer Finance. The Community Banking segment offers services traditionally offered by full-service commercial banks, including commercial and individual demand and time deposit accounts and commercial, mortgage and individual installment loans. The Wealth Management segment provides a broad range of personal and corporate fiduciary services including the administration of decedent and trust estates. In addition, it offers various alternative products, including securities brokerage and investment advisory services, mutual funds and annuities. The Insurance segment includes a full-service insurance agency offering all lines of commercial and personal insurance through major carriers. The Insurance segment also includes a reinsurer. The Consumer Finance segment is primarily involved in making installment loans to individuals with approximately 11% of its volume being derived from the purchase of installment sales finance contracts from retail merchants. The Consumer Finance segment activity is funded through the sale of subordinated notes at the finance company’s branch offices. The other segment includes the Corporation, other non-bank subsidiaries and eliminations, which are necessary for purposes of reconciling to the consolidated amounts. The following tables provide financial information for these segments of the Corporation (in thousands).

15

			Wealth
	Community		Manage-				Consumer
	Banking		ment		Insurance		Finance		Other			Consolidated
At or for the Three Months Ended September 30, 2005
Interest income	$	68,630	$	34	$	19	$	7,725	$	(490	)	$	75,918
Interest expense		25,357		2		—		1,656		1,540			28,555
Provision for loan losses		1,822		—		—		1,626		—			3,448
Non-interest income		13,300		2,997		1,936		626		(68	)		18,791
Non-interest expense		29,283		2,203		1,821		3,524		249			37,080
Intangible amortization		808		—		110		—		—			918
Income tax expense (benefit)		6,673		296		19		545		(911	)		6,622
Net income (loss)		17,987		530		5		1,000		(1,436	)		18,086
Total assets		5,476,253		7,637		16,924		147,137		55,708			5,703,659
Total intangibles		195,832		—		12,343		1,809		—			209,984

			Wealth
	Community		Manage-				Consumer
	Banking		ment		Insurance		Finance		Other			Consolidated
At or for the Three Months Ended September 30, 2004
Interest income	$	56,309	$	7	$	7	$	8,184	$	(557	)	$	63,950
Interest expense		18,942		2		—		1,316		1,623			21,883
Provision for loan losses		1,965		—		—		1,605		—			3,570
Non-interest income		12,132		2,950		2,076		467		1,166			18,791
Non-interest expense		27,324		2,293		1,640		3,730		340			35,327
Intangible amortization		491		1		83		—		—			575
Income tax expense (benefit)		6,112		246		159		750		(577	)		6,690
Net income (loss)		13,607		415		201		1,250		(777	)		14,696
Total assets		4,504,537		5,797		17,590		154,824		50,794			4,733,542
Total intangibles		32,788		1		12,241		1,809		—			46,839

16

			Wealth
	Community		Manage-				Consumer
	Banking		ment		Insurance		Finance		Other			Consolidated
At or for the Nine Months Ended September 30, 2005
Interest income	$	197,380	$	82	$	42	$	23,171	$	(1,144	)	$	219,531
Interest expense		68,963		7		—		4,656		4,754			78,380
Provision for loan losses		3,440		—		—		5,025		—			8,465
Non-interest income		38,066		9,598		6,481		1,689		(297	)		55,537
Non-interest expense		89,639		6,809		5,601		10,819		958			113,826
Intangible amortization		2,398		—		331		—		—			2,729
Income tax expense (benefit)		21,030		1,045		275		1,539		(2,758	)		21,131
Net income (loss)		49,976		1,819		316		2,821		(4,395	)		50,537
Total assets		5,476,253		7,637		16,924		147,137		55,708			5,703,659
Total intangibles		195,832		—		12,343		1,809		—			209,984

			Wealth
	Community		Manage-				Consumer
	Banking		ment		Insurance		Finance		Other			Consolidated
At or for the Nine Months Ended September 30, 2004
Interest income	$	165,831	$	17	$	19	$	22,975	$	(1,400	)	$	187,442
Interest expense		53,178		7		—		3,681		4,836			61,702
Provision for loan losses		6,975		—		—		4,837		—			11,812
Non-interest income		40,185		9,390		4,449		1,527		1,389			56,940
Non-interest expense		79,804		7,099		3,693		10,426		1,334			102,356
Intangible amortization		1,475		2		137		—		—			1,614
Income tax expense (benefit)		20,249		861		290		2,086		(2,571	)		20,915
Net income (loss)		44,335		1,438		348		3,472		(3,610	)		45,983
Total assets		4,504,537		5,797		17,590		154,824		50,794			4,733,542
Total intangibles		32,788		1		12,241		1,809		—			46,839

17

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
F.N.B. Corporation

     We have reviewed the condensed consolidated balance sheet of F.N.B. Corporation and subsidiaries (F.N.B. Corporation) as of September 30, 2005, and the related condensed consolidated statements of income for the three-month and nine-month periods ended September 30, 2005 and 2004, and the condensed consolidated statements of stockholders’ equity, and cash flows for the nine-month periods ended September 30, 2005 and 2004. These financial statements are the responsibility of F.N.B. Corporation’s management.

     We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

     Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

     We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of F.N.B. Corporation as of December 31, 2004, and the related consolidated statements of income, stockholders’ equity, and cash flows for the year then ended (not presented herein) and in our report dated March 11, 2005, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2004, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/Ernst & Young LLP

Pittsburgh, Pennsylvania

November 2, 2005

18

PART I.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Management’s discussion and analysis represents an overview of the results of operations and financial condition of the Corporation. This discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto.

IMPORTANT NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain statements in this quarterly report are “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995, which statements generally can be identified by the use of forward-looking terminology, such as “may,” “will,” “expect,” “estimate,” “anticipate,” “believe,” “target,” “plan,” “project” or “continue” or the negatives thereof or other variations thereon or similar terminology, and are made on the basis of management’s plans and current analyses of the Corporation, its business and the industry as a whole. These forward-looking statements are subject to risks and uncertainties, including, but not limited to, economic conditions, competition, interest rate sensitivity and exposure to regulatory and legislative changes. The above factors in some cases have affected, and in the future could affect, the Corporation’s financial performance and could cause actual results to differ materially from those expressed or implied in such forward-looking statements. The Corporation does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

CRITICAL ACCOUNTING POLICIES

     The Corporation’s significant accounting policies as described in the Notes to Consolidated Financial Statements under Summary of Significant Accounting Policies in the Corporation’s 2004 Annual Report on Form 10-K filed with the Securities and Exchange Commission remain unchanged.

OVERVIEW

     F.N.B. Corporation is a diversified financial services company headquartered in Hermitage, Pennsylvania. The Corporation is a leading provider of Community Banking, Wealth Management, Insurance and Consumer Finance services through its affiliates: First National Bank of Pennsylvania, First National Trust Company, First National Investment Services Company, LLC, F.N.B. Investment Advisors, Inc., First National Insurance Agency, LLC and Regency Finance Company. As of September 30, 2005, the Corporation had 142 full service banking offices in Pennsylvania and Ohio and 54 consumer finance offices in Pennsylvania, Ohio and Tennessee.

RESULTS OF OPERATIONS

Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30, 2004

     Net income for the nine months ended September 30, 2005 was $50.5 million or $.90 per diluted share, compared to net income for the same period of 2004 of $46.0 million or $.98 per diluted share. On February 18, 2005, October 8, 2004 and July 30, 2004, the Corporation completed its acquisitions of NSD Bancorp, Inc. (NSD), Slippery Rock Financial Corporation (Slippery Rock) and Morrell, Butz and Junker, Inc.(MBJ), respectively. The operations of these entities have been included in the Corporation’s operations from the date of each acquisition. Net income for the nine months ended September 30, 2005 included $656,000 of after-tax merger related expenses due to the acquisition of NSD. The net income for the same period of 2004 included a gain on the sale of branches totaling $2.7 million after-tax and $985,000 after-tax relating to equity income and data processing fees from Sun Bancorp, Inc., which was acquired by Omega Financial Corporation in October 2004. Separately, the Corporation changed its accounting method for Sun Bancorp to cost basis of accounting and moved 56% of its investment to trading securities. In conjunction with this transfer, the Corporation recognized a $780,000 after-tax gain due to the market value being higher than the book value at the end of the third quarter of 2004. See the “Investment in Sun Bancorp” section of this report for additional information. The Corporation’s return on average equity was 15.55%, while its return on average assets was 1.22% for the nine months ended September 30, 2005, compared to 25.24% and 1.31% for the same period in 2004, respectively.

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     The following table provides information regarding the average balances and yields and rates on interest earning assets and interest bearing liabilities (dollars in thousands):

	Nine Months Ended September 30
	2005								2004
				Interest								Interest
	Average			Income/		Yield/			Average			Income/		Yield/
	Balance			Expense		Rate			Balance			Expense		Rate
Assets
Interest earning assets:
Interest bearing deposits with banks	$	1,738		$	32		2.46	%	$	1,203		$	10		1.11	%
Federal funds sold		—			—		—			29			—		0.89
Short-term investments		—			—		—			1,134			—		—
Taxable investment securities (1)		1,171,975			38,505		4.39			971,181			31,295		4.30
Non-taxable investment securities (2)		134,367			5,035		5.01			75,835			3,008		5.30
Loans (2) (3)		3,653,881			178,509		6.53			3,241,571			154,908		6.38
Total interest earning assets (2)		4,961,961			222,081		5.98			4,290,953			189,221		5.89
Cash and due from banks		112,285								98,986
Allowance for loan losses		(52,170	)							(47,161	)
Premises and equipment		80,828								76,890
Other assets		429,943								254,483
	$	5,532,847							$	4,674,151
Liabilities
Interest bearing liabilities:
Deposits:
Interest bearing demand	$	967,989			7,212		1.00		$	830,560			4,800		0.77
Savings		695,588			4,377		0.84			634,027			2,547		0.54
Other time		1,548,604			35,519		3.07			1,315,743			30,924		3.14
Repurchase agreements		176,112			2,996		2.27			125,080			875		0.93
Other short-term borrowings		282,619			7,583		3.59			239,977			4,274		2.38
Long-term debt		695,108			20,693		3.98			627,981			18,282		3.89
Total interest bearing liabilities		4,366,020			78,380		2.40			3,773,368			61,702		2.18
Non-interest bearing demand		658,625								590,137
Other liabilities		73,663								67,212
		5,098,308								4,430,717
Stockholders’ equity		434,539								243,434
	$	5,532,847							$	4,674,151
Excess of interest earning assets over interest bearing liabilities	$	595,941							$	517,585
Net interest income				$	143,701							$	127,519
Net interest spread							3.58	%							3.71	%
Net interest margin (2)							3.87	%							3.97	%

(1)	The average balances and yields earned on securities are based on historical cost.
(2)	The interest income amounts are reflected on a fully taxable equivalent (FTE) basis which adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 35% for each period presented. The yield on earning assets and the net interest margin are presented on an FTE and annualized basis. The FTE adjustments for the nine months ended September 30, 2005 and 2004 were $2.6 million and $1.8 million, respectively. The Corporation believes this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.
(3)	Average balances include non-accrual loans. Loans consist of average total loans less average unearned income. The amount of loan fees included in interest income on loans is immaterial.

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Net Interest Income

     Net interest income, which is the Corporation’s major source of revenue, is the difference between interest income from earning assets (loans, securities and federal funds sold) and interest expense paid on liabilities (deposits and short- and long-term borrowings). For the first nine months of 2005, net interest income, which comprised 71.8% of total revenue (net interest income plus non-interest income) compared to 68.8% for the same period of 2004, was affected by the general level of interest rates, changes in interest rates, the steepness of the yield curve and the changes in the amount and mix of earning assets and interest bearing liabilities.

     Net interest income, on a fully taxable equivalent basis, was $143.7 million for the nine months ended September 30, 2005 and $127.5 million for the nine months ended September 30, 2004. For the first nine months of 2005, average earning assets increased $671.0 million or 15.6% and average interest bearing liabilities increased $592.7 million or 15.7% from the first nine months of 2004 primarily due to the acquisitions of Slippery Rock and NSD. However, the Corporation’s net interest margin decreased by 10 basis points from September 30, 2004 to 3.87% at September 30, 2005 and was impacted by a flattening of the yield curve throughout most of 2004 and the first nine months of 2005. As such, the Corporation experienced less opportunity to earn higher rates on earning assets as compared to the need to increase rates on its deposits and repurchase agreements, driven by market rates and competitive prices. More details on changes in tax equivalent net interest income attributed to changes in earning assets, interest bearing liabilities yields and cost of funds can be found in the preceding table.

     The following table sets forth certain information regarding changes in net interest income attributable to changes in the volumes of interest earning assets and interest bearing liabilities and changes in the rates for the nine months ended September 30, 2005 compared to the nine months ended September 30, 2004 (in thousands):

	Volume		Rate			Net
Interest Income
Interest bearing deposits with banks	$	6	$	16		$	22
Securities		8,747		490			9,237
Loans		19,919		3,682			23,601
Total interest income change		28,672		4,188			32,860
Interest Expense
Deposits:
Interest bearing demand		860		1,552			2,412
Savings		272		1,558			1,830
Other time		5,305		(710	)		4,595
Repurchase agreements		468		1,653			2,121
Other short-term borrowings		857		2,452			3,309
Long-term debt		1,982		429			2,411
Total interest expense change		9,744		6,934			16,678
Net Interest Income Increase (Decrease)	$	18,928	$	(2,746	)	$	16,182

(1)	The amount of change not solely due to rate or volume changes was allocated between the change due to rate and the change due to volume based on the net size of the rate and volume changes.
(2)	Interest income amounts are reflected on a FTE basis which adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 35% for each period presented. The Corporation believes this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.

     Interest income of $222.1 million, on a fully taxable equivalent basis, for the first nine months of 2005 increased by $32.9 million or 17.4% from the same period of 2004. This increase was partially caused by an improvement in yield on earning assets of 9 basis points to 5.98% for the nine months ended September 30, 2005. In addition, average earning assets of $5.0 billion for the first nine months of 2005 grew $671.0 million or 15.6% from the first nine months of 2004 driven by an increase of $258.2 million in investment securities and an increase of $412.3 million in loans. These increases were primarily the result of the Corporation’s acquisitions of Slippery Rock and NSD.

     Interest expense of $78.4 million for the first nine months of 2005 increased by $16.7 million or 27.0% from the same period in 2004. This variance was partially attributable to an increase of 22 basis points in the Corporation’s cost of funds to 2.40% for the nine months ended September 30, 2005. Additionally, interest bearing liabilities

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increased $592.7 million or 15.7% to average $4.4 billion for the first nine months of 2005. This growth was primarily attributable to a combined increase of $250.0 million or 15.7% in the core deposit categories of interest bearing demand deposit and savings and customer repurchase agreements, and an increase in time deposits of $232.9 million or 17.7%. These increases were primarily the result of the Corporation’s acquisitions of Slippery Rock and NSD. In addition, average long-term debt of $695.1 million for the first nine months of 2005 increased $67.1 million or 10.7% from the first nine months of 2004 while average short-term borrowings of $282.6 million for the first nine months of 2005 increased $42.6 million or 17.8%. This trend was the result of the acquisitions of Slippery Rock and NSD as well as the Corporation’s strategy to lengthen funding and lock in borrowings at a time of historically lower interest rates.

Provision for Loan Losses

     The provision for loan losses is determined based on management’s estimates of the appropriate level of allowance for loan losses needed to absorb probable losses in the loan portfolio, after giving consideration to charge-offs and net recoveries for the period.

     The provision for loan losses of $8.5 million for the first nine months of 2005 decreased $3.3 million or 28.3% from the same period of 2004 primarily due to continued improvement in credit quality. Improving trends in the consumer loan portfolio, specifically the indirect installment portfolio, continue to produce lower levels of expected losses. More specifically, for the first nine months of 2005 net charge-offs totaled $12.3 million or .45% (annualized) as a percentage of average loans compared to $11.7 million or .48% (annualized) as a percentage of average loans for the first nine months of 2004. The 2005 results included the charge-off of a $1.5 million loan, or ..05% annualized, that was on non-accrual and was previously fully reserved for in the allowance for loan losses. The ratio of non-performing loans to total loans was .78% at September 30, 2005 compared to .81% at September 30, 2004 and the ratio of non-performing assets to total assets was ..61% and .65% for these same periods, respectively.

Non-Interest Income

     Total non-interest income of $55.5 million for the first nine months of 2005 decreased $1.4 million or 2.5% from the first nine months of 2004. The first nine months of 2004 included a gain of $4.1 million relating to the sale of branches as well as $2.7 million in income from Sun Bancorp, Inc. The Corporation held an equity investment in Sun Bancorp until it was acquired by Omega Financial Corporation in October 2004. The Corporation also had a contract to provide data processing services to Sun Bancorp, which was terminated upon its acquisition. The Sun Bancorp-related income ceased in the fourth quarter of 2004.

     Service charges on loans and deposits of $29.5 million for the first nine months of 2005 increased $4.3 million or 17.0% from the same period of 2004 primarily as a result of the acquisitions of Slippery Rock and NSD.

     Insurance commissions and fees of $10.0 million for the first nine months of 2005 increased $1.8 million or 22.4% from the same period last year primarily as the Corporation expanded its presence in this desirable line of business through the acquisition of MBJ in July of 2004.

     Securities commissions of $3.5 million for the first nine months of 2005 remained constant, however there has been a shift in mix away from annuities to other investment products.

     Trust fees of $5.4 million for the first nine months of 2005 increased slightly as the Corporation undertook efforts to add new accounts in 2005. This combined with the Corporation’s efforts to streamline operations and improve productivity, resulted in a 26.5% increase in net income for the Wealth Management business segment, which includes securities commissions and trust fees. See the Business Segments section of this report for additional information.

     Gain on sale of mortgage loans of $1.1 million for the first nine months of 2005 decreased by $396,000 or 27.4% from the first nine months of 2004 due to lower mortgage originations resulting from higher interest rates and increased competition.

     Other income of $1.9 million for the first nine months of 2005 decreased $3.2 million or 62.6% from the first nine months of 2004. Income from Sun Bancorp included in the first nine months of 2004 accounted for $2.7 million of this decrease. The remaining decrease was primarily attributable to lower gains on sales of fixed assets and repossessed assets.

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Non-Interest Expense

     Total non-interest expense of $116.6 million for the first nine months of 2005 increased $12.6 million or 12.1% from the first nine months of 2004. The first nine months of 2005 included $1.0 million in merger expenses associated with the closing of the NSD acquisition. The remaining increase was primarily attributable to additional operating expenses resulting from the acquisitions in 2004 and the first quarter of 2005.

     Salaries and employee benefits of $60.3 million for the first nine months of 2005 increased $6.8 million or 12.8% from the same period of 2004. This increase was principally the result of the cost associated with the employees retained from the acquisitions in 2004 and the first quarter of 2005, combined with normal compensation and benefit expense increases.

     Combined net occupancy and equipment expense of $19.2 million for the nine months ended September 30, 2005 increased $1.4 million or 8.0% from the combined level for the same period of 2004. The 2005 results include additional costs associated with the acquisitions in 2004 and the first quarter of 2005.

     Amortization of intangibles expense of $2.7 million for the first nine months of 2005 increased $1.1 million or 69.1% from the first nine months of 2004. This increase was attributable to customer list intangibles related to the acquisition of MBJ and core deposit intangibles related to the acquisitions of Slippery Rock and NSD.

     Debt extinguishment expense of $1.2 million in 2004 relates to the Corporation’s repayment of $46.0 million in higher cost FHLB advances.

     Other non-interest expenses of $34.3 million for the first nine months of 2005 increased $4.4 million or 14.7% from the first nine months of 2004. Other non-interest expense for the first nine months of 2005 included $800,000 in merger expenses related to the NSD acquisition. The remaining increase was primarily the result of higher expenses due to the acquisitions in 2004 and the first quarter of 2005.

Income Taxes

     The Corporation’s income tax expense of $21.1 million for the nine months ended September 30, 2005 was at an effective tax rate of 29.5% while the income tax expense for the nine months ended September 30, 2004 was at an effective tax rate of 31.3%. Both years’ tax rates remain lower than the 35% federal statutory tax rate due to the tax benefits resulting from tax exempt instruments and excludable dividend income. The nine months ended September 30, 2005 was also impacted by $1.0 million due to the successful resolution of an uncertain tax position in the current period.

Three Months Ended September 30, 2005 Compared to Three Months Ended September 30, 2004

     Net income for the quarter ended September 30, 2005 was $18.1 million or $.32 per diluted share, compared to net income for the same period of 2004 of $14.7 million or $.31 per diluted share. On February 18, 2005, October 8, 2004 and July 30, 2004, the Corporation completed its acquisitions of NSD, Slippery Rock and MBJ, respectively. The operations of these entities have been included in the Corporation’s operations from the date of each acquisition. Net income for the three months ended September 30, 2005 included $1.0 million due to the successful resolution of an uncertain tax position. Net income for the three months ended September 30, 2004 included $222,000 after-tax relating to equity income and data processing fees from Sun Bancorp, Inc., which was acquired by Omega Financial Corporation in October 2004. Separately, the Corporation changed its accounting method for Sun Bancorp to cost basis of accounting and moved 56% of its investment to trading securities. In conjunction with this transfer, the Corporation recognized a $780,000 after-tax gain due to the market value being higher than the book value at the end of the third quarter of 2004. See the “Investment in Sun Bancorp” section of this report for additional information. The Corporation’s return on average equity was 15.54%, while its return on average assets was 1.26% for the three months ended September 30, 2005, compared to 23.68% and 1.23% for the same period in 2004, respectively.

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     The following table provides information regarding the average balances and yields and rates on interest earning assets and interest bearing liabilities (dollars in thousands):

	Three Months Ended September 30
	2005								2004
				Interest								Interest
	Average			Income/		Yield/			Average			Income/		Yield/
	Balance			Expense		Rate			Balance			Expense		Rate
Assets
Interest earning assets:
Interest bearing deposits with banks	$	2,440		$	17		2.76	%	$	1,452		$	5		1.37	%
Short-term investments		—			—		—			3,378			—		—
Taxable investment securities (1)		1,189,993			13,001		4.33			1,054,151			11,528		4.35
Non-taxable investment securities (2)		143,765			1,805		4.98			81,306			1,038		5.08
Loans (2) (3)		3,746,130			61,994		6.57			3,229,363			51,964		6.40
Total interest earning assets (2)		5,082,328			76,817		6.00			4,369,650			64,535		5.88
Cash and due from banks		116,919								99,981
Allowance for loan losses		(50,921	)							(46,960	)
Premises and equipment		81,848								75,191
Other assets		454,573								255,447
	$	5,684,747							$	4,753,309
Liabilities
Interest bearing liabilities:
Deposits:
Interest bearing demand	$	970,764			2,685		1.10		$	868,598			1,988		0.91
Savings		690,679			1,545		0.89			599,753			787		0.52
Other time		1,601,013			12,643		3.13			1,325,421			10,491		3.15
Repurchase agreements		179,769			1,247		2.27			129,770			353		1.08
Other short-term borrowings		311,895			2,992		3.81			219,532			2,179		3.95
Long-term debt		727,054			7,443		4.06			691,805			6,085		3.50
Total interest bearing liabilities		4,484,174			28,555		2.53			3,834,879			21,883		2.27
Non-interest bearing demand		671,712								607,352
Other liabilities		70,058								64,218
		5,222,944								4,506,449
Stockholders’ equity		461,803								246,860
	$	5,684,747							$	4,753,309
Excess of interest earning assets over interest bearing liabilities	$	601,154							$	534,771
Net interest income				$	48,252							$	42,652
Net interest spread							3.47	%							3.61	%
Net interest margin (2)							3.77	%							3.88	%

(1)	The average balances and yields earned on securities are based on historical cost.
(2)	The interest income amounts are reflected on a FTE basis which adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 35% for each period presented. The yield on earning assets and the net interest margin are presented on an FTE and annualized basis. The FTE adjustments for the three months ended September 30, 2005 and 2004 were $889,000 and $585,000, respectively. The Corporation believes this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.
(3)	Average balances include non-accrual loans. Loans consist of average total loans less average unearned income. The amount of loan fees included in interest income on loans is immaterial.

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Net Interest Income

     Net interest income, on a fully taxable equivalent basis, was $48.3 million for the quarter ended September 30, 2005 and $42.7 million for the quarter ended September 30, 2004. For the third quarter of 2005, average earning assets increased $712.7 million or 16.3% and average interest bearing liabilities increased $649.3 million or 16.9% from the third quarter of 2004 primarily due to the acquisitions of Slippery Rock and NSD. The Corporation’s net interest margin decreased 11 basis points from September 30, 2004 to 3.77% at September 30, 2005 and was impacted by a flattening of the yield curve throughout most of 2004 and the first nine months of 2005. As such, the Corporation experienced less opportunity to earn higher rates on earning assets as compared to the need to increase rates on its deposits and repurchase agreements, driven by market rates and competitive prices. Changes in tax equivalent net interest income were also impacted by changes in earning assets, interest bearing liabilities yields and cost of funds in the preceding table.

     The following table sets forth certain information regarding changes in net interest income attributable to changes in the volumes of interest earning assets and interest bearing liabilities and changes in the rates for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004 (in thousands):

	Volume		Rate			Net
Interest Income
Interest bearing deposits with banks	$	5	$	7		$	12
Securities		2,313		(73	)		2,240
Loans		8,602		1,428			10,030
Total interest income change		10,920		1,362			12,282
Interest Expense
Deposits:
Interest bearing demand		251		446			697
Savings		133		625			758
Other time		2,218		(66	)		2,152
Repurchase agreements		178		716			894
Other short-term borrowings		893		(80	)		813
Long-term debt		328		1,030			1,358
Total interest expense change		4,001		2,671			6,672
Net Interest Income Increase (Decrease)	$	6,919	$	(1,309	)	$	5,610

(1)	The amount of change not solely due to rate or volume changes was allocated between the change due to rate and the change due to volume based on the net size of the rate and volume changes.
(2)	Interest income amounts are reflected on a FTE basis which adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 35% for each period presented. The Corporation believes this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.

     Interest income of $76.8 million, on a fully taxable equivalent basis, for the third quarter of 2005 increased by $12.3 million or 19.0% from the same period of 2004. This increase was partially caused by an improvement in yield on earning assets of 12 basis points to 6.00% for the quarter ended September 30, 2005. In addition, average earning assets of $5.1 billion for the third quarter of 2005 grew $712.7 million or 16.3% from the third quarter of 2004 driven by an increase of $194.9 million in investment securities and an increase of $516.8 million in loans. These increases were primarily the result of the Corporation’s acquisitions of Slippery Rock and NSD.

     Interest expense of $28.6 million for the third quarter of 2005 increased by $6.7 million or 30.5% from the same period in 2004. This variance was partially attributable to an increase of 26 basis points in the Corporation’s cost of funds to 2.53% for the quarter ended September 30, 2005. Additionally, interest bearing liabilities increased $649.3 million or 16.9% to average $4.5 billion for the third quarter of 2005. This growth was primarily attributable to a combined increase of $243.1 million or 15.2% in the core deposit categories of interest bearing demand deposit and savings and customer repurchase agreements, and an increase in time deposits of $275.6 million or 20.8%. These increases were primarily the result of the Corporation’s acquisitions of Slippery Rock and NSD. In addition, average long-term debt of $727.1 million for the third quarter of 2005 increased $35.2 million or 5.1% from the third quarter of 2004 while average short-term borrowings of $311.9 million for the third quarter of 2005 increased $92.4 million or

25

42.1%. This trend was the result of the acquisitions of Slippery Rock and NSD as well as the Corporation’s strategy to lengthen funding and lock in borrowings at a time of historically lower interest rates.

Provision for Loan Losses

     The provision for loan losses is determined based on management’s estimates of the appropriate level of allowance for loan losses needed to absorb probable losses in the loan portfolio, after giving consideration to charge-offs and net recoveries for the period.

     The provision for loan losses of $3.4 million for the third quarter of 2005 decreased $122,000 or 3.4% from the same period of 2004 primarily due to continued improvement in credit quality. Improving trends in the consumer loan portfolio, specifically the indirect installment portfolio, continue to produce lower levels of expected losses. More specifically, for the third quarter of 2005 net charge-offs totaled $3.4 million or .36% (annualized) as a percentage of average loans compared to $3.5 million or .43% (annualized) as a percentage of average loans for the third quarter of 2004. In addition, non-performing loans to total loans at September 30, 2005 were .78%, down from .81% for September 30, 2004.

Non-Interest Income

     Total non-interest income was of $18.8 million for both the third quarter of 2005 and the third quarter of 2004. The third quarter of 2004 included $1.6 million in income from Sun Bancorp, Inc. The Corporation held an equity investment in Sun Bancorp until it was acquired by Omega Financial Corporation in October 2004. The Corporation also had a contract to provide data processing services to Sun Bancorp, which was terminated upon its acquisition. The Sun Bancorp-related income ceased in the fourth quarter of 2004.

     Service charges on loans and deposits of $10.5 million for the third quarter of 2005 increased $1.9 million or 21.3% from the third quarter of 2004 primarily as a result of the acquisitions of Slippery Rock and NSD.

     Insurance commissions and fees of $3.1 million for the third quarter of 2005 decreased slightly from $3.3 million for the same period last year due to changes in product offerings and timing of revenue resulting from changes in customer payment patterns.

     Securities commissions of $1.0 million for the third quarter of 2005 declined slightly due to a shift in mix from annuities to other investment products.

     Trust fees of $1.8 million for the third quarter of 2005 increased slightly as the Corporation undertook efforts to add new accounts during 2005. This combined with the Corporation’s efforts to streamline operations and improve productivity, resulted in a 27.7% increase in net income for the Wealth Management business segment, which includes securities commissions and trust fees. See the Business Segments section of this report for additional information.

     Gain on sale of mortgage loans of $442,000 for the third quarter of 2005 increased $77,000 or 21.1% from the third quarter of 2004 due to higher mortgage originations resulting from expected future higher interest rates.

     Other income of $741,000 for the third quarter of 2005 decreased $1.7 million or 69.3% from the third quarter of 2004. Income from Sun Bancorp included in the third quarter of 2004 accounted for $1.6 million of this decrease.

Non-Interest Expense

     Total non-interest expense of $38.0 million for the third quarter of 2005 increased $2.1 million or 5.8% from the third quarter of 2004. This increase was primarily attributable to additional operating expenses resulting from the acquisitions in 2004 and the first quarter of 2005.

     Salaries and employee benefits of $19.3 million for the third quarter of 2005 increased $1.2 million or 6.7% from the same period of 2004. This increase was principally the result of the cost associated with the employees retained from the acquisitions in 2004 and the first quarter of 2005, combined with normal compensation and benefit expense increases.

26

     Combined net occupancy and equipment expense of $6.4 million for the three months ended September 30, 2005, increased $229,000 or 3.7% from the combined level for the same period of 2004. The 2005 results include additional costs associated with the acquisitions in 2004 and the first quarter of 2005.

     Amortization of intangibles expense of $918,000 for the third quarter of 2005 increased $342,000 or 59.4% from the third quarter of 2004. This increase was attributable to customer list intangibles related to the acquisition of MBJ and core deposit intangibles related to the acquisitions of Slippery Rock and NSD.

     Debt extinguishment expense of $1.2 million in 2004 relates to the Corporation’s repayment of $46.0 million in higher cost FHLB advances.

     Other non-interest expenses of $11.4 million for the third quarter of 2005 increased $1.5 million or 15.4% from the third quarter of 2004. The increase was primarily the result of higher operating expenses due to the acquisitions in 2004 and the first quarter of 2005.

Income Taxes

     The Corporation’s income tax expense of $6.6 million for the three months ended September 30, 2005 was at an effective tax rate of 26.8% while the income tax expense for the three months ended September 30, 2004 was at an effective tax rate of 31.3%. The tax rates for both years remain lower than the 35% federal statutory tax rate due to the tax benefits resulting from tax exempt instruments and excludable dividend income. The quarter ended September 30, 2005 was also impacted by $1.0 million due to the successful resolution of an uncertain tax position in the current period.

LIQUIDITY

     The Corporation’s goal in liquidity management is to meet the cash flow requirements of depositors and borrowers as well as the operating cash needs of the Corporation with cost-effective funding. Liquidity is centrally managed on a daily basis by treasury personnel. In addition, the Corporate Asset/Liability Committee (ALCO), which includes members of executive management, reviews liquidity on a periodic basis and approves significant changes in strategies that affect balance sheet or cash flow positions. The Board of Directors has established an Asset/Liability Management Policy in order to achieve and maintain earnings performance consistent with long-term goals while maintaining acceptable levels of interest rate risk, a “well-capitalized” balance sheet and appropriate levels of liquidity. The policy designates the ALCO as the body responsible for meeting these objectives.

     Liquidity sources from assets include payments from loans and investments as well as the ability to securitize or sell loans and investment securities. The Corporation continues to originate mortgage loans, most of which are sold in the secondary market. Proceeds from the sale of mortgage loans totaled $73.4 million for the nine months ended September 30, 2005 compared to $73.9 million for the nine months ended September 30, 2004.

     Liquidity sources from liabilities are generated primarily through deposits. As of September 30, 2005, deposits comprised 74.9% of total liabilities. To a lesser extent, the Corporation also makes use of wholesale sources that include federal funds purchased, repurchase agreements and public funds. In addition, the Corporation has the ability to borrow funds from the FHLB, Federal Reserve Bank and the capital markets. FHLB advances are a competitively priced and reliable source of funds. As of September 30, 2005, total availability from these sources was $2.0 billion, or 34.5% of total assets while outstanding advances were $614.2 million, or 10.8% of total assets.

     The principal source of cash for the parent company is dividends from its subsidiaries. The parent also has approved lines of credit with several major domestic banks, which were unused as of September 30, 2005. In addition, the Corporation issues subordinated debt on a regular basis.

     The Corporation has repurchased shares of its common stock for re-issuance under various employee benefit plans and the Corporation’s dividend reinvestment plan since 1991. During the nine months ended September 30, 2005, the Corporation purchased 450,300 treasury shares totaling $8.7 million and received $10.8 million upon re-issuance of 545,797 shares. For the same period of 2004, the Corporation purchased 803,844 treasury shares totaling $16.6 million and received $16.3 million as a result of re-issuance of 774,127 shares.

27

     The ALCO regularly monitors various liquidity ratios and forecasts of cash position. Management believes the Corporation has sufficient liquidity available to meet its normal operating and contingency funding cash needs.

INTEREST RATE SENSITIVITY

     The financial performance of the Corporation is at risk from interest rate fluctuations. This interest rate risk arises due to differences between the amount of interest earning assets and interest bearing liabilities subject to repricing over a period of time, differences in the market indices upon which bank asset and liability ratios are based, the change in the shape of the yield curve and the prepayment and early redemption options embedded in certain financial instruments. The Corporation utilizes an asset/liability model to support its balance sheet strategies. The Corporation uses gap analysis, net interest income simulations and the economic value of equity (EVE) to measure interest rate risk.

     Gap and EVE are static measures that do not incorporate assumptions regarding future business. Gap, while a helpful diagnostic tool, displays repricing and cash flows for only a single rate environment. EVE is the present value of assets minus the present value of liabilities. EVE’s long-term horizon helps identify changes in optionality and longer-term positions. However, EVE’s liquidation perspective does not translate into the earnings-based measures that are the focus of managing and valuing a going concern. Net interest income simulations explicitly measure the exposure to earnings from changes in market rates of interest. The Corporation’s current financial position is combined with assumptions regarding future business to calculate net interest income under various hypothetical rate scenarios. The ALCO reviews earnings simulations over multiple years under various interest rate scenarios.

     The following gap analysis compares the difference between the amount of interest earning assets and interest bearing liabilities subject to repricing over a period of time. The ratio of rate sensitive assets to rate sensitive liabilities repricing within a one year period was .98 and 1.01 for the current periods of 2005 and 2004, respectively. A ratio of more than one indicates a higher level of repricing assets over repricing liabilities over the next twelve months, while a ratio of less than one indicates a higher level of repricing liabilities over repricing assets over the next twelve months.

     Following is the gap analysis for the current period (dollars in thousands):

	Within			2-3			4-6			7-12			Total
	1 Month			Months			Months			Months			1 Year
Interest Earning Assets (IEA)
Loans	$	673,270		$	361,705		$	247,553		$	464,180		$	1,746,708
Investments		19,920			39,413			47,327			126,649			233,309
		693,190			401,118			294,880			590,829			1,980,017
Interest Bearing Liabilities (IBL)
Non-maturity deposits		584,137			—			—			—			584,137
Time deposits		88,257			149,036			261,959			407,822			907,074
Borrowings		486,653			55,337			(94,848	)		84,418			531,560
		1,159,047			204,373			167,111			492,240			2,022,771
Period Gap	$	(465,857	)	$	196,745		$	127,769		$	98,589		$	(42,754	)
Cumulative Gap	$	(465,857	)	$	(269,112	)	$	(141,343	)	$	(42,754	)
IEA/IBL (Cumulative)		0.60			0.80			0.91			0.98
Cumulative Gap to IEA		(9.14	)%		(5.28	)%		(2.77	)%		(0.84	)%

28

     The one month repricing for borrowings includes $125.0 million for trust preferred debt which reprices quarterly. The 4-6 month repricing for borrowings includes an amount of $(125.0) million reflecting a forward starting interest rate swap relating to the trust preferred debt.

     The allocation of non-maturity deposits to the one-month maturity bucket is based on the estimated sensitivity of each product to changes in market rates. For example, if a product’s rate is estimated to increase by 50% as much as the market rates, then 50% of the account balance was placed in this bucket. The current allocation of 35% is representative of the estimated sensitivities for a +/- 100 basis point change in market rates.

     The following table presents an analysis of the potential sensitivity of the Corporation’s annual net interest income and EVE to sudden and parallel changes (shocks) in market rates versus if rates remained unchanged:

	2005			2004
September 30
Net interest income change (12 months):
+ 100 basis points		(0.9	)%		0.4	%
- 100 basis points		(2.3	)%		(3.1	)%
Economic value of equity:
+ 100 basis points		(3.1	)%		(3.9	)%
- 100 basis points		(2.7	)%		(11.1	)%

     The Corporation’s ALCO is responsible for the identification and management of interest rate risk exposure. As such, the Corporation continuously evaluates strategies to minimize its exposure to interest rate fluctuations. In order to help mitigate the effect of rising interest rates, the ALCO has transacted strategies during 2005 including limiting the length of terms of securities acquired, promoting long-term certificates of deposit, locking long-term wholesale funds through the FHLB and selling fixed-rate mortgages. In addition, during February 2005, the Corporation entered into an interest rate swap whereby it will pay a fixed rate of interest and receive a variable rate based on LIBOR. The effective date of the swap will be January 3, 2006 (for additional information, refer to the Interest Rate Swap footnote).

     The Corporation recognizes that asset/liability models are based on methodologies that may have inherent shortcomings. Furthermore, asset/liability models require certain assumptions be made, such as prepayment rates on earning assets and pricing impact on non-maturity deposits, which may differ from actual experience. These business assumptions are based upon the Corporation’s experience, business plans and published industry experience. While management believes such assumptions to be reasonable, there can be no assurance that modeled results will approximate actual results. The analysis does not consider all actions that the Corporation could employ in response to changes in market interest rates.

DEPOSITS AND REPURCHASE AGREEMENTS

     Following is a summary of deposits and repurchase agreements (in thousands):

	September 30,		December 31,
	2005		2004
Non-interest bearing	$	662,844	$	663,278
Savings and NOW		1,646,733		1,539,547
Certificates of deposit and other time deposits		1,612,643		1,395,262
Total deposits		3,922,220		3,598,087
Securities sold under repurchase agreements		177,576		160,847
Total deposits and repurchase agreements	$	4,099,796	$	3,758,934

     Total deposits and repurchase agreements increased by $340.9 million or 9.1% to $4.1 billion at September 30, 2005 compared to December 31, 2004, primarily as a result of the acquisition of NSD. In addition, the Corporation successfully deepened customer relationships through the introduction of its LifeStyle 50 checking product, aimed at senior citizens. This resulted in a shift of approximately $89.0 million from non-interest bearing demand to NOW accounts during the first nine months of 2005.

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LOANS

     The loan portfolio consists principally of loans to individuals and small- and medium-sized businesses within the Corporation’s primary market area of western and central Pennsylvania and northeastern Ohio. In addition, the portfolio contains consumer finance loans to individuals in Pennsylvania, Ohio and Tennessee.

     Following is a summary of loans, net of unearned income (in thousands):

	September 30,		December 31,
	2005		2004
Commercial	$	1,586,839	$	1,440,674
Direct installment		889,539		820,886
Consumer lines of credit		263,070		251,037
Residential mortgages		498,192		479,769
Indirect installment		511,914		389,754
Lease financing		2,144		2,926
Other		3,163		4,415
	$	3,754,861	$	3,389,461

     The above loan totals include unearned income of $26.7 million and $30.6 million at September 30, 2005 and December 31, 2004, respectively.

     Total loans increased by $365.4 million or 10.8% to $3.8 billion at September 30, 2005. The Corporation focused on growing the more desirable segments of the loan portfolio as commercial, direct installment and consumer lines of credit combined increased by $226.9 million or 9.0% as a result of the acquisition of NSD and organic loan growth. Indirect installment increased $122.2 million or 31.3% as a result of the acquisition of NSD.

NON-PERFORMING ASSETS

     Non-performing loans include non-accrual loans and restructured loans. Non-accrual loans represent loans on which interest accruals have been discontinued. Restructured loans are loans in which the borrower has been granted a concession on the interest rate or the original repayment terms due to financial distress.

     It is the Corporation’s policy to discontinue interest accruals when principal or interest is due and has remained unpaid for 90 to 180 days or more depending on the loan type. When a loan is placed on non-accrual status, all unpaid interest is reversed. Non-accrual loans may not be restored to accrual status until all delinquent principal and interest has been paid.

     Non-performing loans are closely monitored on an ongoing basis as part of the Corporation’s loan review and work-out process. The potential risk of loss on these loans is evaluated by comparing the loan balance to the fair value of any underlying collateral or the present value of projected future cash flows. Losses are recognized where appropriate.

     Following is a summary of non-performing assets (in thousands):

	September 30,			December 31,
	2005			2004
Non-accrual loans	$	24,016		$	27,029
Restructured loans		5,109			4,993
Total non-performing loans		29,125			32,022
Other real estate owned		5,907			6,200
Total non-performing assets	$	35,032		$	38,222
Asset quality ratios:
Non-performing loans as a percent of total loans		0.78	%		0.94	%
Non-performing assets as a percent of total assets		0.61	%		0.76	%

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ALLOWANCE FOR LOAN LOSSES

     The allowance for loan losses represents management’s estimate of probable loan losses inherent in the loan portfolio at a specific point in time. This estimate includes losses associated with specifically identified loans, as well as estimated probable credit losses inherent in the remainder of the loan portfolio. Additions are made to the allowance through both periodic provisions charged to income and recoveries of losses previously incurred. Reductions to the allowance occur as loans are charged off. Management evaluates the adequacy of the allowance at least quarterly, and in doing so relies on various factors including, but not limited to, assessment of historical loss experience, delinquency and non-accrual trends, portfolio growth, underlying collateral coverage and current economic conditions. This evaluation requires material estimates that may change over time.

     The components of the allowance for loan losses represent estimates based upon FAS 5, Accounting for Contingencies, and FAS 114, Accounting by Creditors for Impairment of a Loan. FAS 5 applies to homogeneous loan pools such as consumer installment, residential mortgages and consumer lines of credit, as well as commercial loans that are not individually evaluated for impairment under FAS 114. FAS 114 is applied to commercial loans that are considered impaired.

     Under FAS 114, a loan is impaired when, based upon current information and events, it is probable that the loan will not be repaid according to its contractual terms, including both principal or interest. Management performs individual assessments of impaired loans to determine the existence of loss exposure and, where applicable, the extent of loss exposure based upon the present value of expected future cash flows available to pay the loan, or based upon the estimated realizable collateral where a loan is collateral dependent. Commercial loans excluded from FAS 114 individual impairment analysis are collectively evaluated by management to estimate reserves for loan losses inherent in those loans in accordance with FAS 5.

     In estimating loan loss contingencies, management applies historical loan loss rates and also considers how the loss rates may be impacted by changes in current economic conditions, delinquency and non-performing loan trends, changes in loan underwriting guidelines and credit policies, as well as the results of internal loan reviews. Homogeneous loan pools are evaluated using similar criteria that are based upon historical loss rates of various loan types. Historical loss rates are adjusted to incorporate changes in existing conditions that may impact, both positively or negatively, the degree to which these loss histories may vary. This determination inherently involves a degree of uncertainty and considers current risk factors that may not have occurred in the Corporation’s historical loan loss experience.

     Following is an analysis of changes in the allowance for loan losses (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
Balance at beginning of period	$	50,197		$	46,099		$	50,467		$	46,139
Addition from acquisitions		—			—			3,619			—
Reduction due to loan sale		—			—			—			(54	)
Charge-offs		(4,039	)		(3,996	)		(14,590	)		(13,495	)
Recoveries		652			478			2,297			1,749
Net charge-offs		(3,387	)		(3,518	)		(12,293	)		(11,746	)
Provision for loan losses		3,448			3,570			8,465			11,812
Balance at end of period	$	50,258		$	46,151		$	50,258		$	46,151
Allowance for loan losses to:
Total loans, net of unearned income								1.34	%		1.43	%
Non-performing loans								172.55	%		175.90	%
Annualized net charge-offs to average loans		0.36	%		0.43	%		0.45	%		0.48	%

31

     The allowance for loan losses increased $4.1 million from September 30, 2004 to September 30, 2005 representing an increase of 8.9%. The increase in the allowance for loan losses is attributed to the acquisitions of Slippery Rock and NSD. The Slippery Rock acquisition brought with it $189.2 million in loans and associated allowance for loan losses of $4.4 million, which represented 2.3% of Slippery Rock’s loans. The NSD acquisition brought with it $308.9 million in loans and associated allowance for loan losses of $3.6 million, which represented 1.2% of NSD’s loans.

     Charge-offs reflect the realization of losses in the portfolio that were estimated previously through provisions for credit losses. Loans charged off in the nine months of 2005 increased $1.1 million to $14.6 million, due to the charge-off of a $1.5 million loan that was previously fully reserved. Net charge-offs (annualized) as a percent of average loans decreased to .45% for the first nine months of 2005 compared to .48% for the same period of 2004 reflecting improved performance.

     Management considers numerous factors when estimating reserves for loan losses, including historical charge-off rates and subsequent recoveries. Consideration is given to the impact of changes in qualitative factors that influence the Corporation’s credit quality, such as the local and regional economies that the Corporation serves. Assessment of relevant economic factors indicates that the Corporation’s primary markets tend to lag the national economy, with local economies in the Corporation’s market areas also improving, but at a more measured rate than the national trends. Regional economic factors influencing management’s estimate of reserves include uncertainty of the labor markets in the regions the Corporation serves and a contracting labor force due, in part, to productivity growth and industry consolidations, which influence the level of reserves. Commercial and commercial real estate loans are influenced by economic conditions within certain sectors of the economy, such as health care, manufacturing and the commercial office and commercial retail sub markets that are pressured by supply imbalances within certain market areas of the Corporation. Pressures on the Corporation’s healthcare customers include skilled labor shortages, rising liability costs and the risk to Medicaid payments as states balance tight budgets. In 2004 there was an increase in interest rates and energy costs, trends that are continuing in 2005. Rising rates directly affect borrowers tied to floating rate loans as increasing debt service requirements pressure customers that now face higher loan payments. The Corporation also considers how rising interest rates and energy costs influence consumer loan customers who now carry historically high debt loads. Consumer credit risk and loss exposures are evaluated using loss histories of the FAS 5 pools and roll rate analysis to estimate credit quality migration and expected losses within the homogeneous loan pools.

CAPITAL RESOURCES AND REGULATORY MATTERS

     The assessment of capital adequacy depends on a number of factors such as asset quality, liquidity, earnings performance, changing competitive conditions and economic forces. The Corporation seeks to maintain a strong capital base to support its growth and expansion activities, to provide stability to current operations and to promote public confidence.

     The Corporation has an effective $200.0 million shelf registration statement with the Securities and Exchange Commission. The Corporation may, from time to time, issue any combination of common stock, preferred stock, debt securities or trust preferred securities in one or more offerings up to a total dollar amount of $200.0 million.

     The Corporation and FNBPA are subject to various regulatory capital requirements administered by the federal banking agencies. Quantitative measures established by regulators to ensure capital adequacy requires the Corporation and FNBPA to maintain minimum amounts and ratios of total and tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of leverage ratio (as defined). Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions, by regulators that, if undertaken, could have a direct material effect on the Corporation’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation and FNBPA must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Corporation’s and FNBPA’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

     As of September 30, 2005, the Corporation and FNBPA satisfy the requirements to be considered “well- capitalized” under the regulatory framework for prompt corrective action.

32

     Following are the capital ratios as of September 30, 2005 for the Corporation and FNBPA (dollars in thousands):

						Well-Capitalized					Minimum Capital
	Actual					Requirements					Requirements
	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total Capital (to risk-weighted assets):
F.N.B. Corporation	$	440,851		11.5	%	$	382,031		10.0	%	$	305,625		8.0	%
FNBPA		409,510		11.1	%		369,073		10.0	%		295,259		8.0	%
Tier 1 Capital (to risk-weighted assets):
F.N.B. Corporation		384,105		10.1	%		229,219		6.0	%		152,812		4.0	%
FNBPA		365,592		9.9	%		221,444		6.0	%		147,629		4.0	%
Leverage Ratio:
F.N.B. Corporation		384,105		7.0	%		274,019		5.0	%		219,215		4.0	%
FNBPA		365,592		6.9	%		265,074		5.0	%		212,059		4.0	%

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The information called for by this item is provided under the caption Interest Rate Sensitivity in Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations. There were no material changes in the information provided under “Item 7A, Quantitative and Qualitative Disclosures About Market Risk” included in the Corporation’s 2004 Annual Report on Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

     EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Corporation’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO) have concluded that the Corporation’s disclosure controls and procedures (as defined in Rules 13a — 15(e) and 15d — 15(e) under the Securities Exchange Act of 1934, as amended), based on their evaluation of these controls and procedures as of the end of the period covered by this Report, were effective as of such date at the reasonable assurance level as discussed below to ensure that information required to be disclosed by the Corporation in the reports it files under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to the Corporation’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

     LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS. The Corporation’s management, including the CEO and CFO, does not expect that the Corporation’s disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Corporation have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. In addition, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

     CHANGES IN INTERNAL CONTROLS. The CEO and CFO have evaluated the changes to the Corporation’s internal controls over financial reporting that occurred during the Corporation’s fiscal quarter ended September 30, 2005, as required by paragraph (d) of Rules 13a — 15 and 15d — 15 under the Securities Exchange Act of 1934, as amended, and have concluded that there were no such changes that materially affected, or are reasonably likely to materially affect, the Corporation’s internal controls over financial reporting.

33

PART II

ITEM 1. LEGAL PROCEEDINGS

     The Corporation and its subsidiaries are involved in a number of legal proceedings arising from the conduct of their business activities. These actions include claims brought against the Corporation and its subsidiaries where the Corporation acted as a depository bank, lender, underwriter, fiduciary, financial advisor, broker or other business activities. Although the ultimate outcome cannot be predicted with certainty, the Corporation believes that it has valid defenses for all asserted claims. Reserves are established for legal claims when losses associated with the claims are judged to be probable and the loss can be reasonably estimated.

     Based on information currently available, advice of counsel and available insurance coverage, the Corporation believes that the eventual outcome of all claims against the Corporation and its subsidiaries will not, individually or in the aggregate, have a material adverse effect on the Corporation’s consolidated financial position or results of operations. However, in the event of unexpected future developments, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to the Corporation’s results of operations for a particular period.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     The following table provides information about purchases of equity securities by the Corporation:

	Issuer Purchases of Equity Securities (1)
					Total Number of		Maximum
					Shares Purchased		Number of Shares
	Total		Average		as Part of		that May Yet Be
	Number of		Price		Publicly		Purchased Under
	Shares		Paid per		Announced Plans		the Plans or
Period	Purchased		Share		or Programs		Programs
January 1 – March 31, 2005		193,300	$	19.39		N/A		N/A
April 1 – June 30, 2005		140,000		18.99		N/A		N/A
July 1 – 31, 2005		39,000		20.31		N/A		N/A
August 1 – 31, 2005		54,000		18.46		N/A		N/A
September 1 – 30, 2005		24,000		18.22		N/A		N/A

(1) All shares were purchased in open-market transactions under SEC Rule 10b-18, and were not purchased as part of a publicly announced purchase plan or program. The Corporation has funded the shares required for employee benefit plans and the Corporation’s dividend reinvestment plan through open-market transactions or purchases directed from the Corporation. This practice may be discontinued at the Corporation’s discretion.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     NONE

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     NONE

ITEM 5. OTHER INFORMATION

     NONE

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ITEM 6. EXHIBITS

10.1.	Employment Agreement between First National Bank of Pennsylvania and David B. Mogle. (filed herewith).
10.2.	Employment Agreement between First National Bank of Pennsylvania and James G. Orie. (filed herewith).
11	Computation of Per Share Earnings *
15	Letter Re: Unaudited Interim Financial Information
31.1.	Certification of Chief Executive Officer Sarbanes-Oxley Act Section 302. (filed herewith).
31.2.	Certification of Chief Financial Officer Sarbanes-Oxley Act Section 302. (filed herewith).
32.1.	Certification of Chief Executive Officer Sarbanes-Oxley Act Section 906. (filed herewith).
32.2.	Certification of Chief Financial Officer Sarbanes-Oxley Act Section 906. (filed herewith).

* Data is provided under the heading “Earnings Per Share” in Item 1, Part I in this report.

35

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	F.N.B. Corporation
	(Registrant)
Dated: November 8, 2005	/s/Stephen J. Gurgovits
	Stephen J. Gurgovits
	President and Chief Executive Officer
	(Principal Executive Officer)
Dated: November 8, 2005	/s/Brian F. Lilly
	Brian F. Lilly
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

36

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT, entered into as of this 4th day of October, 2005, by and between:

DAVID B. MOGLE
(the “Officer”),

and

FIRST NATIONAL BANK OF PENNSYLVANIA
(the “Company”),

WITNESSETH THAT:

WHEREAS, Officer is presently employed by Company and Company desires to assure itself of the continued benefit of the Officer’s services and experience, and the parties desire that said employment relationship continue upon the terms and conditions herein set forth; and

WHEREAS, Officer and Company intend all policies and procedures of the Company and its parent company, F.N.B. Corporation, as modified from time to time, to remain in full force and effect.

NOW, THEREFORE, in consideration of the promises and covenants herein contained, and intending to be legally bound, the parties hereto agree as follows:

SECTION 1 Recitals.

The foregoing recitals are incorporated by reference as if fully set forth herein.

SECTION 2 Term of Agreement.

(a)	Initial Term. The term of employment of the Officer under this Agreement shall be, initially, a two (2) year term commencing on the date of execution (the “Commencement Date”) and ending on the second anniversary of the Commencement Date (the “Termination Date”). Said term shall be subject to automatic extension by operation of the provisions of Section 2(b) hereof.
(b)	Renewal Extension Term. On the first anniversary of the Commencement Date and on each succeeding anniversary date thereafter (“Renewal Commencement Date”), the term of employment of the Officer under this Agreement shall be automatically

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extended for one (1) additional year, thereby extending the contract to the second anniversary of the Renewal Commencement Date, unless either party shall have elected to fix the expiration date of the Officer’s term of employment.

(c) Termination of Automatic Renewal.

(1)	Each of the parties shall have the right to terminate the automatic renewal by written notice 60 days prior to the Renewal Commencement Date and thereby fix the expiration of the term of the Agreement under this Section;
(2)	If either party provides a notice of termination of automatic renewal to the other, the term of the Agreement of the Officer under this Section shall continue until the later of:

(c)	the Termination Date of the Initial Term as described in Section 2(a) herein; or
(d)	the anniversary as determined by the Renewal Commencement Date as described in Section 2(b) herein.

(3) Said term shall not continue after December 31, 2012 whether or not such notice shall have been given in the year 2012 as aforesaid.

(d) Examples of Operation of this Section. The following are offered merely by way of illustration, and strictly for purposes of providing examples of the operation of Section 2(a) (Initial Term) and (b) (Renewal Extension Term) of this Agreement:

Example of Initial Term: In the event the Commencement Date is September 15, 2005, the Initial Term is September 15, 2005, to September 14, 2007;

Example of Renewal Extension Term: The Renewal Extension Term of this Agreement will automatically renew for an additional one (1) year term on September 15, 2006, and on each September 15^th thereafter for an additional one (1) year term; therefore, on September 15, 2006, the Renewal Extension Term runs from September 15, 2006 to September 14, 2008; and

Example of Non-Renewal: In the event written notice of non-renewal is provided to the employee prior to July 15, 2005 (or any July 15^th thereafter), the term of this Agreement will end on September 14, 2007 (or any September 14^th thereafter).

SECTION 3 Compensation.

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In consideration for services rendered to the Company under this Agreement, the Company shall pay and provide to the Officer the following compensation and benefits:

(a)	Salary. The Company shall pay Officer a minimum base salary of $161,472 to be paid in accordance with the Company’s normal payroll practice to be adjusted from time to time to reflect such merit increases as the Company may determine are appropriate.
(b)	Participation in Performance and Incentive Compensation and Bonus Plans. At the discretion of the Compensation Committee of F.N.B. Corporation, the Officer shall be entitled to participate in incentive compensation and such other bonus plans comparable to those given to similarly-positioned officers of the Company or its present or future subsidiaries or affiliates only during the term of Officer’s employment with the Company.
(c)	Fringe Benefits. The Officer shall be entitled to vacations, retirement benefits and other fringe benefits, including but not limited to group life, disability and health insurance coverages comparable with those furnished to similarly positioned officers of the Company and consistent with the prevailing compensation policies and practices of the Company (now and in the future) as they may change from time to time, with respect to similarly-positioned officers of the Company or its present or future subsidiaries or affiliates.

SECTION 4 Resignation.

If the Officer voluntarily resigns as an officer or employee of the Company or its significant present or future subsidiaries or affiliates, the Officer shall no longer be considered an employee for any purpose and the Officer shall not be entitled to any separation pay, compensation, or benefits after the effective date of the Officer’s resignation. Notwithstanding the foregoing, nothing contained herein shall affect the Officer’s vested rights, if any.

SECTION 5 Death.

If the Officer dies during Officer’s employment with Company, the Officer’s heirs and estate are not entitled to any Separation Pay under the terms of this Agreement.

SECTION 6 Disability.

(a) The term of employment of the Officer under this Agreement may be terminated at the election of the Company upon a determination by the Board of Directors of the Company, in its sole discretion, that the Officer will be

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unable by reason of physical or mental incapacity to perform the reasonably-expected duties assigned to him pursuant to this Agreement for a period longer than six consecutive months or more than nine months in any consecutive twelve-month period;

(b)	The Board of Directors shall give due consideration to such factors as it deems appropriate to the best interests of the Company, including, but not limited to, the opinion of the Officer’s personal physician or physicians and the opinion of any physician or physicians selected by the Board of Directors for these purposes;
(c)	The Officer shall submit to examination by any physician(s) so selected by the Board of Directors, and shall otherwise cooperate with the Board of Directors in making its determination contemplated hereunder (such cooperation to include, without limitation, consenting to the release of information by any such physician(s) to the Company);
(d)	In the event of such termination, the Company shall thereupon be relieved of its obligations to pay compensation and benefits under Section 3 hereof (except for accrued and unpaid items) but shall be obligated to pay or provide to the Officer all rights and benefits available under the Company’s officer disability policy.

SECTION 7 Termination for Proper Cause.

(a) The occurrence of any of the following events or circumstances shall constitute “Proper Cause” for termination, at the election of the Board of Directors of the Company, of the employment of the Officer under this Agreement:

(1)	the perpetration of defalcations by the Officer involving the Company or any of its present or future subsidiaries or affiliates, or willful, reckless or grossly negligent conduct of the Officer entailing a substantial violation of any material provision of the laws, rules, regulations or orders of any governmental agency applicable to the Company or its subsidiaries and affiliates;
(2)	the repeated and deliberate failure by the Officer, after advance written notice, to comply with reasonable policies or directives of the Board of Directors, President, any executive officer or the Officer’s immediate supervisor; or

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(3) the Officer shall breach this Agreement in any other material respect.

(b) If Company terminates the Officer for Proper Cause, the Officer shall not be an employee nor shall the Officer be entitled to any separation pay, compensation, or benefits after the effective date of the Officer’s termination. Notwithstanding the foregoing, nothing contained herein shall affect the Officer’s vested rights, if any.

SECTION 8 Termination Without Cause.

(a) Separation Pay. Company may terminate this Agreement at any time whether or not such termination constitutes “Proper Cause” as defined in Section 7 hereof. In the event Company terminates this Agreement without Proper Cause as defined in Section 7 hereof:

(1)	The Officer shall not be considered an employee after the effective date of the termination.
(2)	Company shall pay to Officer an amount equal to two (2) times Officer’s annual salary at the time of termination (“Separation Pay”).
(3)	Company shall pay the Officer the Separation Pay over a period of twenty-four (24) months in equal installments less all withholdings required by law and authorized deductions, at intervals consistent with Company payroll practices.
(4)	Officer will not be entitled to receive any benefits or bonuses described in Section 3(b) and (c) hereof.
(5)	Officer will be entitled to receive such Separation Pay only if the Officer executes and does not revoke a Release of all claims and liabilities in form prescribed by Company.
(6)	Following termination without cause, Officer is entitled to elect insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) for a period of up to eighteen (18) months following officers termination, and Company shall be obligated to pay on behalf of Officer the monthly premium cost for Officer’s health/medical coverage under COBRA, less the same contribution as required by employee’s group life and health insurance coverages pursuant to the prevailing policies and practices of the Company (now

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and in the future) with respect to similarly positioned officers of the Company or its present or future subsidiaries or affiliates.

(7) Nothing herein shall restrict the Officer’s vested rights, if any, pursuant to Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or any similar plans. Notwithstanding the Officer receiving any payments under the terms of this Section, on the date of the Officer’s termination, all vesting, for purposes of the Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or other such plans, shall cease.

(b)

Suspension of Separation Pay. Without limitation of the Company’s rights and remedies under this Agreement or as otherwise provided by law or in equity, it is understood and agreed between the parties that the right of the Officer to receive and retain any payments otherwise due under this Agreement shall be suspended and canceled if and for so long as Officer shall be in violation of this Agreement. If and when the Officer shall have cured such violation within twenty (20) days of receipt of written notice from Company and shall have tendered to the Company any and all economic benefits directly or indirectly received or receivable by the Officer arising therefrom, the Officer’s right to receive payments under this Agreement shall be automatically reinstated but only for the remainder of the period during which such payments are due him or her.

(c)

Termination of Separation Pay. Notwithstanding the foregoing or any other provision of this Agreement, the Officer shall not be entitled to any further separation payments and the separation pay period shall end upon the occurrence of any of the following:

(1)	Officer files a claim, suit or submits any matter to arbitration in violation of the Release executed in connection with Section 8(a)(5) hereof.
(2)	Officer violates any term or condition of this Agreement, including, but not limited to, the Non-Competition, Non-Solicitation and Confidentiality provisions of this Agreement.
(3)	Officer’s misappropriates any trade secrets.

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(4) Company learns that the Officer committed a material breach of the Agreement during the terms of this Agreement.

(d) Reduction of Separation Pay. Officer’s separation pay and COBRA reimbursement shall be reduced by an amount equal to the amount Officer is receiving from any other employment, including self-employment after the initial twelve (12) months of Separation Pay, which will not be adjusted.

SECTION 9 Change of Control.

A Change of Control (“Change of Control”) shall be defined as any merger or consolidation of F.N.B. Corporation with another corporation, and as a result of such merger or consolidation, the shareholders of F.N.B. Corporation as of the day preceding such transaction will own less than fifty-one percent (51%) of the outstanding voting securities of the surviving corporation, or in the event that there is (in a single transaction or series of related transactions) a sale or exchange of eighty percent (80%) or more of the Common Stock of F.N.B. Corporation for securities of another entity in which shareholders of F.N.B. Corporation will own less than fifty-one percent (51%) of such entity’s outstanding voting securities, or in the event of the sale by F.N.B. Corporation of a substantial portion of its assets (including the capital stock F.N.B. Corporation owns in its subsidiaries) to an unrelated third party.

SECTION 10 Termination after Change of Control.

If Company terminates Employee without Proper Cause within twelve months of an event constituting a Change of Control, and if the Officer shall duly have complied with and observed the covenants of this Agreement, the Officer will be discharged from the covenants of Section 11 at any time during the Restricted Period by filing with the Company a duly executed statement satisfactory to Company, releasing the Company and, if applicable, its insurance carriers, from any and all obligations under the terms of this Agreement. Notwithstanding said Release, Officer shall remain subject to all other covenants and restrictions of this Agreement, including, but not limited to Sections 12 and 13.

SECTION 11 Non-Competition.

(a) For purposes of this Agreement, reference to the term “Competitive Enterprise” shall mean any bank holding company, finance company or insured depository institution (including an institution in the organization stage or in the process of applying for or receiving appropriate regulatory approval), including, without limitation, any federal or state chartered bank, savings bank, savings and loan association, credit union or other financial services provider or non-banking affiliate thereof offering similar services or products as those offered by the Company to its customers.

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(b) During the term of this Agreement and during the two (2) year period immediately following termination of Officer’s employment (which may include, without limitation, Officer’s resignation or any event specified in Sections 7 and 8 hereof) (hereinafter referred to as “Restricted Period”), the Officer shall not:

(1)

accept a position as director, employee, consultant, advisor or agent of any Competitive Enterprise which is located in any county in the Company’s region to which Officer is assigned at the time of Officer’s termination of employment and any contiguous county and any county in the Company’s region to which Officer was assigned 24 months prior to Officer’s termination of employment.

(2)

acquire an ownership interest (individually or in concert with others) in a Competitive Enterprise whereby said ownership interest enables Officer to, directly or indirectly, in any manner, control, direct, influence, affect or impact the operations, services or business activities of the Competitive Enterprise in any county, or county contiguous thereto, in which Company or its subsidiaries operate an office at the time of Officer’s termination of employment;

SECTION 12 Non-Solicitation.

During the Restricted Period the Officer shall not:

(a) in any way, directly or indirectly, for the purpose of selling any product or service that competes with a product or service offered by the Company or its present or future subsidiaries or affiliates, solicit, divert, or entice:

(1)	any customer or existing business of Company, with whom the Officer solicited, became aware of, or transacted business during Officer’s employment with Company;
(2)	any potential customer or business identified by Company, with whom the Officer solicited, became aware of, or transacted business during Officer’s employment with Company;

(b) employ or assist in employing any present employee of the Company or any of its affiliates (whether or not such employment is full time or is pursuant to a written contract), for the purpose of having such employee perform services for any Competitive Enterprise or other

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organization in competition with the business of the Company or any of its present or future subsidiaries or affiliates;

(c) in any way, directly or indirectly, make any oral or written statement, comments, or other communications designed or intended to impugn, disparage or otherwise malign the reputation, ethics, competency, morality or qualifications of the Company or any of its directors or employees or customers.

SECTION 13 Confidentiality.

(a)

For purposes of this Agreement, “Proprietary Information” shall mean any information relating to the business of the Company or any of its present or future subsidiaries or affiliates that has not previously been publicly released by authorized representatives of the Company or any authorized representatives of any of its present or future subsidiaries or affiliates, and shall include (but shall not be limited to) Company information encompassed in all marketing and business plans, financial information, costs, pricing information, customer and client lists and relationships between Company and dealers, distributors, sales representatives, wholesalers, customers, clients, suppliers, and others who have business dealings with Company, and all methods, concepts, or ideas in or reasonably related to the business of the Company or any of its present or future subsidiaries or affiliates and not in the public domain.

(b)

The Officer agrees to regard and preserve as confidential all Proprietary Information that has been or may be developed or obtained by the Officer in the course of Officer’s employment with the Company and its subsidiaries and affiliates, whether Officer has such information in Officer’s memory, writing, electronic media or other physical form, including information maintained by Officer on any computer, electronic device, or other personal property owned by Officer. The Officer shall not, without written authorization from the Company, use for Officer’s benefit or purposes, nor disclose to others at any time, either during the term of Officer’s employment or thereafter, except as required by the conditions of Officer’s employment hereunder, any Proprietary Information connected with the business or development of the Company or its subsidiaries or affiliates. This prohibition shall not apply after the Proprietary Information has been voluntarily disclosed to the public,

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independently developed and disclosed by others, or otherwise enters the public domain through lawful means.

SECTION 14 Removal of Documents or Objects.

The Officer agrees not to remove from the premises of the Company or any of its present or future subsidiaries or affiliates, except as an employee of the Company in pursuit of the business of the Company or any of its present or future subsidiaries or affiliates, or except as specifically permitted in writing by the Company, any document or object containing or reflecting any Proprietary Information. The Officer recognizes that all such documents, tangible and intangible property and objects, whether developed by him or her by someone else, are the exclusive property of the Company.

SECTION 15 Remedies.

In addition to any other rights and remedies Company may have if Officer violates this Agreement, the Company and Officer agree as follows:

(a)

It is understood and agreed by and between the parties hereto that the services to be rendered by the Officer hereunder are of a special, unique, extraordinary and intellectual character, which gives them a peculiar value, the loss of which may not be reasonably or adequately compensated in damages, and additionally that a breach by the Officer of the covenants set out in Sections 11, 12, 13 and 14 of this Agreement will cause the Company great and irreparable injury and damage. The Officer hereby expressly agrees that the Company shall be entitled to the remedies of injunction, specific performance and other equitable relief to prevent a breach of Sections 11, 12, 13 and 14 of this Agreement by the Officer. This provision shall not, however, be construed as a waiver of any of the remedies which the Company may have for damages or otherwise.

(b)

In the event Officer shall be in violation of any of the aforementioned restrictive covenants, the time limitation thereof with respect to them shall be extended for a period of time equal to the period of time during which breach or breaches should occur; and in the event the Company should be required to seek relief from such breach in any court, board of arbitration or other tribunal, the covenants shall be extended for a period of time equal to the pendency of such proceedings, including appeals.

SECTION 16 Subsidiaries and Affiliates.

It is understood and agreed by the parties hereto that, at the election and direction of the Company’s Board of Directors and without modification of the terms and provisions hereof, the Officer may be required to serve as an officer of any one or more present or future subsidiaries or affiliates of the Company and, when and as so determined by the Board and any such subsidiary or affiliate, the rights, duties and obligations of the Officer and

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Company expressed and implied in this Agreement shall inure to the benefit of and bind any such subsidiary or affiliate with the same force and effect as would be obtained if the subsidiary or affiliate were a party hereto jointly and severally with the Company.

SECTION 17 Successors, Assigns, Etc.

(a)	This Agreement shall be binding upon, and shall inure to the benefit of, the Officer and the Company and their respective permitted successors, assigns, heirs, legal representatives and beneficiaries.
(b)	Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect; provided, however, that nothing in this Section shall preclude the assumption of such rights by executors, administrators or other legal representatives of the Officer or Officer’s estate and their assigning any rights hereunder to the person or persons entitled thereto.
(c)	Nothing in this Agreement shall preclude the Company from consolidating or merging into or with or transferring all or substantially all of its assets to another corporation which assumes this Agreement and all obligations and undertakings of the Company hereunder. Upon such a consolidation, merger or transfer of assets and assumption the term “Company” as used herein shall mean such other corporation and this Agreement shall continue in full force and effect.

SECTION 18 Notices.

(a)	All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been given on the date delivered personally or if sent by registered or certified mail, return receipt requested, postage prepaid, on the date deposited in the mail.
(b)	All notices shall be provided to the following address or to such other place as either party shall have specified by notice in writing to the other:

(1) To the Company, at the address designated as its headquarters, Attention: CEO. With a copy to F.N.B. Corporation, One F.N.B.

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Boulevard, 1^st Floor, Hermitage, Pennsylvania 16148, Attention: Corporate Counsel.

(2) To the Officer, at his/her address provided to Company from time to time for salary and other similar purposes.

SECTION 19 Governmental Regulation.

Nothing contained in this Agreement shall be interpreted, construed or applied to require the commission of any act contrary to law and whenever there is any conflict between any provision of this Agreement and any statute, law ordinance, order or regulation, the latter shall prevail; but in such event any such provision of this Agreement shall be curtailed and limited only to the extent necessary to bring it within applicable legal requirements.

SECTION 20 Arbitration.

Any dispute or controversy as to the validity, interpretation, construction, application or enforcement of, or otherwise arising under or in connection with this Agreement, shall be submitted at the request of either party hereto for resolution and settlement through arbitration in Pennsylvania in accordance with the rules then prevailing of the American Arbitration Association. Any award rendered therein shall be final and binding on each of the parties hereto and their heirs, executors, administrators, successors and assigns, and judgment may be entered thereon in any court having jurisdiction. The foregoing provisions of this paragraph shall not be deemed to limit the rights and remedies reserved to the Company under and pursuant to Section 13 hereof which rights and remedies may be pursued through arbitration.

SECTION 21 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws principles.

SECTION 22 Divisibility.

Should a court or arbitrator declare any provision hereof to be invalid, such declaration shall not affect the validity of the Agreement as a whole or any part thereof, other than the specific portion declared to be invalid.

SECTION 23 Headings.

The headings to the Sections and paragraphs hereof are placed herein for convenience of reference only and in case of any conflict the text of this Agreement, rather than the headings, shall control.

SECTION 24 Entire Agreement; Amendment.

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This Agreement sets forth the entire understanding of the parties in respect of the subject matter contained herein and supersedes all prior agreements, arrangements and understandings relating to the subject matter and may only be amended by a written agreement signed by both parties hereto or their duly-authorized representatives.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first above written.

WITNESS:
/s/James G. Orie	/s/David B. Mogle
	David B. Mogle
ATTEST:	First National Bank of Pennsylvania
/s/David B. Mogle Secretary	By: Name:	/s/Stephen J. Gurgovits Stephen J. Gurgovits
	Title:	Chairman

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EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT, entered into as of this 4^th day of October, 2005, by and between:

JAMES G. ORIE
(the “Officer”),

and

FIRST NATIONAL BANK OF PENNSYLVANIA
(the “Company”),

WITNESSETH THAT:

WHEREAS, Officer is presently employed by Company and Company desires to assure itself of the continued benefit of the Officer’s services and experience, and the parties desire that said employment relationship continue upon the terms and conditions herein set forth; and

WHEREAS, Officer and Company intend all policies and procedures of the Company and its parent company, F.N.B. Corporation, as modified from time to time, to remain in full force and effect.

NOW, THEREFORE, in consideration of the promises and covenants herein contained, and intending to be legally bound, the parties hereto agree as follows:

SECTION 1 Recitals.

The foregoing recitals are incorporated by reference as if fully set forth herein.

SECTION 2 Term of Agreement.

(a)	Initial Term. The term of employment of the Officer under this Agreement shall be, initially, a two (2) year term commencing on the date of execution (the “Commencement Date”) and ending on the second anniversary of the Commencement Date (the “Termination Date”). Said term shall be subject to automatic extension by operation of the provisions of Section 2(b) hereof.
(b)	Renewal Extension Term. On the first anniversary of the Commencement Date and on each succeeding anniversary date thereafter (“Renewal Commencement Date”), the term of employment of the Officer under this Agreement shall be automatically

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	extended for one (1) additional year, thereby extending the contract to the second anniversary of the Renewal Commencement Date, unless either party shall have elected to fix the expiration date of the Officer’s term of employment.
(c)	Termination of Automatic Renewal.

(1)	Each of the parties shall have the right to terminate the automatic renewal by written notice 60 days prior to the Renewal Commencement Date and thereby fix the expiration of the term of the Agreement under this Section;
(2)	If either party provides a notice of termination of automatic renewal to the other, the term of the Agreement of the Officer under this Section shall continue until the later of:

(c)	the Termination Date of the Initial Term as described in Section 2(a) herein; or
(d)	the anniversary as determined by the Renewal Commencement Date as described in Section 2(b) herein.

(3) Said term shall not continue after December 31, 2020 whether or not such notice shall have been given in the year 2020 as aforesaid.

(d)	Examples of Operation of this Section. The following are offered merely by way of illustration, and strictly for purposes of providing examples of the operation of Section 2(a) (Initial Term) and (b) (Renewal Extension Term) of this Agreement:
	Example of Initial Term: In the event the Commencement Date is September 15, 2005, the Initial Term is September 15, 2005, to September 14, 2007;
	Example of Renewal Extension Term: The Renewal Extension Term of this Agreement will automatically renew for an additional one (1) year term on September 15, 2006, and on each September 15th thereafter for an additional one (1) year term; therefore, on September 15, 2006, the Renewal Extension Term runs from September 15, 2006 to September 14, 2008; and
	Example of Non-Renewal: In the event written notice of non-renewal is provided to the employee prior to July 15, 2005 (or any July 15th thereafter), the term of this Agreement will end on September 14, 2007 (or any September 14th thereafter).

SECTION 3 Compensation.

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In consideration for services rendered to the Company under this Agreement, the Company shall pay and provide to the Officer the following compensation and benefits:

(a)	Salary. The Company shall pay Officer a minimum base salary of $150,000 to be paid in accordance with the Company’s normal payroll practice to be adjusted from time to time to reflect such merit increases as the Company may determine are appropriate.
(b)	Participation in Performance and Incentive Compensation and Bonus Plans. At the discretion of the Compensation Committee of F.N.B. Corporation, the Officer shall be entitled to participate in incentive compensation and such other bonus plans comparable to those given to similarly-positioned officers of the Company or its present or future subsidiaries or affiliates only during the term of Officer’s employment with the Company.
(c)	Fringe Benefits. The Officer shall be entitled to vacations, retirement benefits and other fringe benefits, including but not limited to group life, disability and health insurance coverages comparable with those furnished to similarly positioned officers of the Company and consistent with the prevailing compensation policies and practices of the Company (now and in the future) as they may change from time to time, with respect to similarly-positioned officers of the Company or its present or future subsidiaries or affiliates.

SECTION 4 Resignation.

If the Officer voluntarily resigns as an officer or employee of the Company or its significant present or future subsidiaries or affiliates, the Officer shall no longer be considered an employee for any purpose and the Officer shall not be entitled to any separation pay, compensation, or benefits after the effective date of the Officer’s resignation. Notwithstanding the foregoing, nothing contained herein shall affect the Officer’s vested rights, if any.

SECTION 5 Death.

If the Officer dies during Officer’s employment with Company, the Officer’s heirs and estate are not entitled to any Separation Pay under the terms of this Agreement.

SECTION 6 Disability.

(a) The term of employment of the Officer under this Agreement may be terminated at the election of the Company upon a determination by the Board of Directors of the Company, in its sole discretion, that the Officer will be

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	unable by reason of physical or mental incapacity to perform the reasonably-expected duties assigned to him pursuant to this Agreement for a period longer than six consecutive months or more than nine months in any consecutive twelve-month period;
(b)	The Board of Directors shall give due consideration to such factors as it deems appropriate to the best interests of the Company, including, but not limited to, the opinion of the Officer’s personal physician or physicians and the opinion of any physician or physicians selected by the Board of Directors for these purposes;
(c)	The Officer shall submit to examination by any physician(s) so selected by the Board of Directors, and shall otherwise cooperate with the Board of Directors in making its determination contemplated hereunder (such cooperation to include, without limitation, consenting to the release of information by any such physician(s) to the Company);
(d)	In the event of such termination, the Company shall thereupon be relieved of its obligations to pay compensation and benefits under Section 3 hereof (except for accrued and unpaid items) but shall be obligated to pay or provide to the Officer all rights and benefits available under the Company’s officer disability policy.

SECTION 7 Termination for Proper Cause.

(a) The occurrence of any of the following events or circumstances shall constitute “Proper Cause” for termination, at the election of the Board of Directors of the Company, of the employment of the Officer under this Agreement:

(1)	the perpetration of defalcations by the Officer involving the Company or any of its present or future subsidiaries or affiliates, or willful, reckless or grossly negligent conduct of the Officer entailing a substantial violation of any material provision of the laws, rules, regulations or orders of any governmental agency applicable to the Company or its subsidiaries and affiliates;
(2)	the repeated and deliberate failure by the Officer, after advance written notice, to comply with reasonable policies or directives of the Board of Directors, President, any executive officer or the Officer’s immediate supervisor; or

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(3) the Officer shall breach this Agreement in any other material respect.

(b) If Company terminates the Officer for Proper Cause, the Officer shall not be an employee nor shall the Officer be entitled to any separation pay, compensation, or benefits after the effective date of the Officer’s termination. Notwithstanding the foregoing, nothing contained herein shall affect the Officer’s vested rights, if any.

SECTION 8 Termination Without Cause.

(a) Separation Pay. Company may terminate this Agreement at any time whether or not such termination constitutes “Proper Cause” as defined in Section 7 hereof. In the event Company terminates this Agreement without Proper Cause as defined in Section 7 hereof:

(1)	The Officer shall not be considered an employee after the effective date of the termination.
(2)	Company shall pay to Officer an amount equal to two (2) times Officer’s annual salary at the time of termination (“Separation Pay”).
(3)	Company shall pay the Officer the Separation Pay over a period of twenty-four (24) months in equal installments less all withholdings required by law and authorized deductions, at intervals consistent with Company payroll practices.
(4)	Officer will not be entitled to receive any benefits or bonuses described in Section 3(b) and (c) hereof.
(5)	Officer will be entitled to receive such Separation Pay only if the Officer executes and does not revoke a Release of all claims and liabilities in form prescribed by Company.
(6)	Following termination without cause, Officer is entitled to elect insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) for a period of up to eighteen (18) months following officers termination, and Company shall be obligated to pay on behalf of Officer the monthly premium cost for Officer’s health/medical coverage under COBRA, less the same contribution as required by employee’s group life and health insurance coverages pursuant to the prevailing policies and practices of the Company (now

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and in the future) with respect to similarly positioned officers of the Company or its present or future subsidiaries or affiliates.

(7)

Nothing herein shall restrict the Officer’s vested rights, if any, pursuant to Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or any similar plans. Notwithstanding the Officer receiving any payments under the terms of this Section, on the date of the Officer’s termination, all vesting, for purposes of the Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or other such plans, shall cease.

(b)

Suspension of Separation Pay. Without limitation of the Company’s rights and remedies under this Agreement or as otherwise provided by law or in equity, it is understood and agreed between the parties that the right of the Officer to receive and retain any payments otherwise due under this Agreement shall be suspended and canceled if and for so long as Officer shall be in violation of this Agreement. If and when the Officer shall have cured such violation within twenty (20) days of receipt of written notice from Company and shall have tendered to the Company any and all economic benefits directly or indirectly received or receivable by the Officer arising therefrom, the Officer’s right to receive payments under this Agreement shall be automatically reinstated but only for the remainder of the period during which such payments are due him or her.

(c)

Termination of Separation Pay. Notwithstanding the foregoing or any other provision of this Agreement, the Officer shall not be entitled to any further separation payments and the separation pay period shall end upon the occurrence of any of the following:

(1)	Officer files a claim, suit or submits any matter to arbitration in violation of the Release executed in connection with Section 8(a)(5) hereof.
(2)	Officer violates any term or condition of this Agreement, including, but not limited to, the Non-Competition, Non-Solicitation and Confidentiality provisions of this Agreement.
(3)	Officer’s misappropriates any trade secrets.

Page 6

(4) Company learns that the Officer committed a material breach of the Agreement during the terms of this Agreement.

(d) Reduction of Separation Pay. Officer’s separation pay and COBRA reimbursement shall be reduced by an amount equal to the amount Officer is receiving from any other employment, including self-employment after the initial twelve (12) months of Separation Pay, which will not be adjusted.

SECTION 9 Change of Control.

A Change of Control (“Change of Control”) shall be defined as any merger or consolidation of F.N.B. Corporation with another corporation, and as a result of such merger or consolidation, the shareholders of F.N.B. Corporation as of the day preceding such transaction will own less than fifty-one percent (51%) of the outstanding voting securities of the surviving corporation, or in the event that there is (in a single transaction or series of related transactions) a sale or exchange of eighty percent (80%) or more of the Common Stock of F.N.B. Corporation for securities of another entity in which shareholders of F.N.B. Corporation will own less than fifty-one percent (51%) of such entity’s outstanding voting securities, or in the event of the sale by F.N.B. Corporation of a substantial portion of its assets (including the capital stock F.N.B. Corporation owns in its subsidiaries) to an unrelated third party.

SECTION 10 Termination after Change of Control.

If Company terminates Employee without Proper Cause within twelve months of an event constituting a Change of Control, and if the Officer shall duly have complied with and observed the covenants of this Agreement, the Officer will be discharged from the covenants of Section 11 at any time during the Restricted Period by filing with the Company a duly executed statement satisfactory to Company, releasing the Company and, if applicable, its insurance carriers, from any and all obligations under the terms of this Agreement. Notwithstanding said Release, Officer shall remain subject to all other covenants and restrictions of this Agreement, including, but not limited to Sections 12 and 13.

SECTION 11 Non-Competition.

(a) For purposes of this Agreement, reference to the term “Competitive Enterprise” shall mean any bank holding company, finance company or insured depository institution (including an institution in the organization stage or in the process of applying for or receiving appropriate regulatory approval), including, without limitation, any federal or state chartered bank, savings bank, savings and loan association, credit union or other financial services provider or non-banking affiliate thereof offering similar services or products as those offered by the Company to its customers.

Page 7

(b) During the term of this Agreement and during the two (2) year period immediately following termination of Officer’s employment (which may include, without limitation, Officer’s resignation or any event specified in Sections 7 and 8 hereof) (hereinafter referred to as “Restricted Period”), the Officer shall not:

(1)

accept a position as director, employee, consultant, advisor or agent of any Competitive Enterprise which is located in any county in the Company’s region to which Officer is assigned at the time of Officer’s termination of employment and any contiguous county and any county in the Company’s region to which Officer was assigned 24 months prior to Officer’s termination of employment.

(2)

acquire an ownership interest (individually or in concert with others) in a Competitive Enterprise whereby said ownership interest enables Officer to, directly or indirectly, in any manner, control, direct, influence, affect or impact the operations, services or business activities of the Competitive Enterprise in any county, or county contiguous thereto, in which Company or its subsidiaries operate an office at the time of Officer’s termination of employment;

SECTION 12 Non-Solicitation.

During the Restricted Period the Officer shall not:

(a) in any way, directly or indirectly, for the purpose of selling any product or service that competes with a product or service offered by the Company or its present or future subsidiaries or affiliates, solicit, divert, or entice:

(1)	any customer or existing business of Company, with whom the Officer solicited, became aware of, or transacted business during Officer’s employment with Company;
(2)	any potential customer or business identified by Company, with whom the Officer solicited, became aware of, or transacted business during Officer’s employment with Company;

(b) employ or assist in employing any present employee of the Company or any of its affiliates (whether or not such employment is full time or is pursuant to a written contract), for the purpose of having such employee perform services for any Competitive Enterprise or other

Page 8

organization in competition with the business of the Company or any of its present or future subsidiaries or affiliates;

(c) in any way, directly or indirectly, make any oral or written statement, comments, or other communications designed or intended to impugn, disparage or otherwise malign the reputation, ethics, competency, morality or qualifications of the Company or any of its directors or employees or customers.

SECTION 13 Confidentiality.

(a)

For purposes of this Agreement, “Proprietary Information” shall mean any information relating to the business of the Company or any of its present or future subsidiaries or affiliates that has not previously been publicly released by authorized representatives of the Company or any authorized representatives of any of its present or future subsidiaries or affiliates, and shall include (but shall not be limited to) Company information encompassed in all marketing and business plans, financial information, costs, pricing information, customer and client lists and relationships between Company and dealers, distributors, sales representatives, wholesalers, customers, clients, suppliers, and others who have business dealings with Company, and all methods, concepts, or ideas in or reasonably related to the business of the Company or any of its present or future subsidiaries or affiliates and not in the public domain.

(b)

The Officer agrees to regard and preserve as confidential all Proprietary Information that has been or may be developed or obtained by the Officer in the course of Officer’s employment with the Company and its subsidiaries and affiliates, whether Officer has such information in Officer’s memory, writing, electronic media or other physical form, including information maintained by Officer on any computer, electronic device, or other personal property owned by Officer. The Officer shall not, without written authorization from the Company, use for Officer’s benefit or purposes, nor disclose to others at any time, either during the term of Officer’s employment or thereafter, except as required by the conditions of Officer’s employment hereunder, any Proprietary Information connected with the business or development of the Company or its subsidiaries or affiliates. This prohibition shall not apply after the Proprietary Information has been voluntarily disclosed to the public,

Page 9

independently developed and disclosed by others, or otherwise enters the public domain through lawful means.

SECTION 14 Removal of Documents or Objects.

The Officer agrees not to remove from the premises of the Company or any of its present or future subsidiaries or affiliates, except as an employee of the Company in pursuit of the business of the Company or any of its present or future subsidiaries or affiliates, or except as specifically permitted in writing by the Company, any document or object containing or reflecting any Proprietary Information. The Officer recognizes that all such documents, tangible and intangible property and objects, whether developed by him or her by someone else, are the exclusive property of the Company.

SECTION 15 Remedies.

In addition to any other rights and remedies Company may have if Officer violates this Agreement, the Company and Officer agree as follows:

(a)

It is understood and agreed by and between the parties hereto that the services to be rendered by the Officer hereunder are of a special, unique, extraordinary and intellectual character, which gives them a peculiar value, the loss of which may not be reasonably or adequately compensated in damages, and additionally that a breach by the Officer of the covenants set out in Sections 11, 12, 13 and 14 of this Agreement will cause the Company great and irreparable injury and damage. The Officer hereby expressly agrees that the Company shall be entitled to the remedies of injunction, specific performance and other equitable relief to prevent a breach of Sections 11, 12, 13 and 14 of this Agreement by the Officer. This provision shall not, however, be construed as a waiver of any of the remedies which the Company may have for damages or otherwise.

(b)

In the event Officer shall be in violation of any of the aforementioned restrictive covenants, the time limitation thereof with respect to them shall be extended for a period of time equal to the period of time during which breach or breaches should occur; and in the event the Company should be required to seek relief from such breach in any court, board of arbitration or other tribunal, the covenants shall be extended for a period of time equal to the pendency of such proceedings, including appeals.

SECTION 16 Subsidiaries and Affiliates.

It is understood and agreed by the parties hereto that, at the election and direction of the Company’s Board of Directors and without modification of the terms and provisions hereof, the Officer may be required to serve as an officer of any one or more present or future subsidiaries or affiliates of the Company and, when and as so determined by the Board and

Page 10

any such subsidiary or affiliate, the rights, duties and obligations of the Officer and Company expressed and implied in this Agreement shall inure to the benefit of and bind any such subsidiary or affiliate with the same force and effect as would be obtained if the subsidiary or affiliate were a party hereto jointly and severally with the Company.

SECTION 17 Successors, Assigns, Etc.

(a)	This Agreement shall be binding upon, and shall inure to the benefit of, the Officer and the Company and their respective permitted successors, assigns, heirs, legal representatives and beneficiaries.
(b)	Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect; provided, however, that nothing in this Section shall preclude the assumption of such rights by executors, administrators or other legal representatives of the Officer or Officer’s estate and their assigning any rights hereunder to the person or persons entitled thereto.
(c)	Nothing in this Agreement shall preclude the Company from consolidating or merging into or with or transferring all or substantially all of its assets to another corporation which assumes this Agreement and all obligations and undertakings of the Company hereunder. Upon such a consolidation, merger or transfer of assets and assumption the term “Company” as used herein shall mean such other corporation and this Agreement shall continue in full force and effect.

SECTION 18 Notices.

(a)	All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been given on the date delivered personally or if sent by registered or certified mail, return receipt requested, postage prepaid, on the date deposited in the mail.
(b)	All notices shall be provided to the following address or to such other place as either party shall have specified by notice in writing to the other:

(1) To the Company, at the address designated as its headquarters, Attention: CEO. With a copy to F.N.B. Corporation, One F.N.B.

Page 11

	Boulevard, 1st Floor, Hermitage, Pennsylvania 16148, Attention: Corporate Counsel.
(2)	To the Officer, at his/her address provided to Company from time to time for salary and other similar purposes.

SECTION 19 Governmental Regulation.

Nothing contained in this Agreement shall be interpreted, construed or applied to require the commission of any act contrary to law and whenever there is any conflict between any provision of this Agreement and any statute, law ordinance, order or regulation, the latter shall prevail; but in such event any such provision of this Agreement shall be curtailed and limited only to the extent necessary to bring it within applicable legal requirements.

SECTION 20 Arbitration.

Any dispute or controversy as to the validity, interpretation, construction, application or enforcement of, or otherwise arising under or in connection with this Agreement, shall be submitted at the request of either party hereto for resolution and settlement through arbitration in Pennsylvania in accordance with the rules then prevailing of the American Arbitration Association. Any award rendered therein shall be final and binding on each of the parties hereto and their heirs, executors, administrators, successors and assigns, and judgment may be entered thereon in any court having jurisdiction. The foregoing provisions of this paragraph shall not be deemed to limit the rights and remedies reserved to the Company under and pursuant to Section 13 hereof which rights and remedies may be pursued through arbitration.

SECTION 21 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws principles.

SECTION 22 Divisibility.

Should a court or arbitrator declare any provision hereof to be invalid, such declaration shall not affect the validity of the Agreement as a whole or any part thereof, other than the specific portion declared to be invalid.

SECTION 23 Headings.

The headings to the Sections and paragraphs hereof are placed herein for convenience of reference only and in case of any conflict the text of this Agreement, rather than the headings, shall control.

SECTION 24 Entire Agreement; Amendment.

This Agreement sets forth the entire understanding of the parties in respect of the subject matter contained herein and supersedes all prior agreements, arrangements and understandings relating to the subject matter and may only be amended by a written agreement signed by both parties hereto or their duly-authorized representatives.

Page 12

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first above written.

WITNESS:
/s/David B. Mogle	/s/James G. Orie
	James G. Orie
ATTEST:	First National Bank of Pennsylvania
/s/David B. Mogle	By: /s/Stephen J. Gurgovits
Secretary	Name:  Stephen J. Gurgovits
	Title: Chairman

Page 13

EX-15

EXHIBIT 15

November 2, 2005

The Board of Directors and Stockholders
F.N.B. Corporation

We are aware of the incorporation by reference in the following registration statements and in the related prospectuses of F.N.B. Corporation and subsidiaries of our report dated November 2, 2005, relating to the unaudited condensed consolidated interim financial statements of F.N.B. Corporation and subsidiaries that is included in its Form 10-Q for the quarter ended September 30, 2005:

1.	Registration Statement on Form S-8 relating to F.N.B. Corporation 1990 Stock Option Plan (File # 33-78114).
2.	Registration Statement on Form S-8 relating to F.N.B. Corporation Restricted Stock Bonus Plan (File # 33-78134).
3.	Registration Statement on Form S-8 relating to F.N.B. Corporation 1996 Stock Option Plan (File # 333-03489).
4.	Registration Statement on Form S-8 relating to F.N.B. Corporation Restricted Stock and Incentive Bonus Plan (File # 333-03493).
5.	Registration Statement on Form S-8 relating to F.N.B. Corporation Directors Compensation Plan (File # 333-03495).
6.	Registration Statement on Form S-8 relating to F.N.B. Corporation 401(k) Plan (File # 333-38372).
7.	Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 (File #333-01997).
8.	Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 (File #333-22909).
9.	Registration Statement on Form S-3 relating to F.N.B. Corporation Subordinated Notes and Daily Cash Accounts (File #333-74737).
10.	Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 (File #333-58727).
11.	Post-Effective Amendment No. 1 to Form S-3 relating to the F.N.B. Corporation Dividend Reinvestment and Direct Stock Purchase Plan (File #333-38374).
12.	Amendment No. 1 to Form S-3 relating to the registration of F.N.B. Corporation Subordinated Term Notes and Daily Notes (File #333-38370).
13.	Registration Statement on Form S-8 relating to the F.N.B. Corporation Salary Savings Plan (File #333-40648).
14.	Registration Statement on Form S-8 relating to the F.N.B. Corporation 1998 Directors Stock Option Plan (File #333-38376).
15.	Registration Statement on Form S-8 relating to the F.N.B. Corporation 2001 Incentive Plan (File #333-63042).
16.	Registration Statement on Form S-3 relating to the registration of F.N.B. Corporation and F.N.B. Capital Trust I common stock, preferred stock, debt securities, warrants, and trust preferred securities (File #333-74866).
17.	Registration Statement on Form S-8 relating to the F.N.B. Corporation 1996 Incentive Plan (File #333-83760).
18.	Registration Statement on Form S-8 relating to stock option agreements granted under the Promistar Financial Corporation 1998 Equity Incentive Plan and assumed by F.N.B. Corporation (File #333-83756).
19.	Registration Statement on Form S-8 relating to the F.N.B. Corporation 401(k) Plan (File #333-97113).

20.	Pre-Effective Amendment No. 1 to the Registration Statement filed on Form S-3 related to the Dividend Reinvestment and Stock Purchase Plan (File #333-111833).
21.	Post-Effective Amendment No. 1 to the Registration Statement filed on Form S-3 related to the issuance of Subordinated Term Notes (File #333-103902).
22.	Registration Statement on Form S-8 relating to the F.N.B. Corporation 1990 Stock Option Plan (File #333-117201).
23.	Registration Statement on Form S-4 relating to the registration of F.N.B. Corporation common stock (File #333-116526).
24.	Registration Statement on Form S-3 relating to the registration of F.N.B. Corporation common stock (File #333-119036).
25.	Registration Statement on Form S-8 relating to F.N.B. Corporation/Slippery Rock Financial Corporation Stock Option Plans (File #333-119649).
26.	Registration Statement on Form S-4 relating to the registration of F.N.B. Corporation common stock (File #333-120438).
27.	Registration Statement on Form S-8 relating to the F.N.B. Corporation/NSD Bancorp, Inc. Stock Option Plans (File #333-123068).
28.	Pre-Effective Amendment No. 1 to the Registration Statement on Form S-4 relating to the registration of FNB Financial Services, LP and F.N.B. Corporation Subordinated Notes (File #333-122244).
29.	Registration Statement on Form S-3 relating to the registration of FNB Financial Services, LP and F.N.B. Corporation Subordinated Notes (File #333-124121).
30.	Registration Statement on Form S-4 relating to the registration of F.N.B. Corporation common stock (File #333-126005).

/s/Ernst & Young LLP

Pittsburgh, Pennsylvania

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
SARBANES-OXLEY ACT SECTION 302

I, Stephen J. Gurgovits, President and Chief Executive Officer of F.N.B. Corporation, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2005 of F.N.B. Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rule 13(a)-15(f) and 15(d)-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2005	/s/Stephen J. Gurgovits
	Stephen J. Gurgovits
	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
SARBANES-OXLEY ACT SECTION 302

I, Brian F. Lilly, Chief Financial Officer of F.N.B. Corporation, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2005 of F.N.B. Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rule 13(a)-15(f) and 15(d)-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2005	/s/Brian F. Lilly
	Brian F. Lilly
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
SARBANES-OXLEY ACT SECTION 906

     Pursuant to Section 1350 of Title 18 of the United States Code, I, Stephen J. Gurgovits, the President and Chief Executive Officer of F.N.B. Corporation (the “Company”), hereby certify that, to the best of my knowledge:

1.	The Company’s Form 10-Q Quarterly Report for the period ended September 30, 2005 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 8, 2005	/s/Stephen J. Gurgovits
	Stephen J. Gurgovits
	President and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
SARBANES-OXLEY ACT SECTION 906

     Pursuant to Section 1350 of Title 18 of the United States Code, I, Brian F. Lilly, Chief Financial Officer of F.N.B. Corporation (the “Company”), hereby certify that, to the best of my knowledge:

1.	The Company’s Form 10-Q Quarterly Report for the period ended September 30, 2005 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 8, 2005	/s/Brian F. Lilly
	Brian F. Lilly
	Chief Financial Officer