10-K

TABLE OF CONTENTS

Part I
	Item 1. Business General
	Item 2. Properties
	Item 3. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders
PART II
	Item 8. Supplementary Data
PART III
	Item 10. Directors and Executive Officers of the Registrant
	Item 11. Executive Compensation
	Item 12. Security Ownership of Certain Beneficial Owners and Management
	Item 13. Certain Relationships and Related Transactions
PART IV
	Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
	INDEPENDENT AUDITOR’S CONSENT
	SIGNATURES
	INDEX TO EXHIBITS
EXHIBIT 13 - Annual Report to Security Holders
EXHIBIT 99 - Definitive Proxy Statement

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

(Mark One)

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2000

or

[  ] 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 0-12055

Farmers National Banc Corp.

(Exact name of registrant as specified in its charter)

Ohio	34-1371693
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

20 South Broad Street Canfield, Ohio 44406	44406
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 330-533-3341

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, no par value

(Title of Class)

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 X      No   

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

The registrant estimates that as of March 9, 2001, the aggregate market value of the voting stock held by non-affiliates of the registrant (including 377,071 shares held by executive officers and directors of the registrant) was approximately $95,735,079.

As of March 9, 2001, the registrant had outstanding 11,604,252 shares of common stock having no par value.

DOCUMENTS INCORPORATED BY REFERENCE

	Parts of Form 10-K
	into which
Document	Document is Incorporated
2000 Annual Report to Shareholders		II
Definitive proxy statement for the 2000 Annual Meeting of Shareholders to be held on March 29, 2001		III
Amendment to Article IV of the Articles of Incorporation		III
Amendment to Article III of the Code of Regulations		III

Form 10-K Cross Reference Index to Annual Report to Shareholders

Part I
	Item 1 - Business
		Description of Business	Inside front cover
		Average Balance Sheets/Yields/Rates	8
		Rate and Volume Analysis	9
		Securities	15
		Loans	12-13
		Risk Elements of Loan Portfolio	14
		Loan Loss Experience	13-14
		Deposits	16
		Financial Ratios	7
		Short-Term Borrowings	28
Part II
	Item 5
		Market For Registrant’s Common Stock and Related Stockholder Matters	18
	Item 6
		Selected Financial Data	7-9
	Item 7
		Management’s Discussion and Analysis of Financial Condition and Results of Operations	10-17
	Item 7A
		Quantitative and Qualitative Disclosures About Market Risk	11
	Item 8
		Financial Statements and Supplementary Data	17, 20-33
	Item 9
		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure — None
Part IV
		Report of Hill, Barth & King LLC
		Independent Auditors	19
		Financial Statements:
		Consolidated Balance Sheets -
		December 31, 2000 and 1999	20
		Consolidated Statements of Income & Comprehensive Income Calendar Years 2000, 1999 and 1998	21
		Consolidated Statement of Stockholders’
		Equity — Calendar Years 2000, 1999 and 1998	22
		Consolidated Statements of Cash Flows — Calendar Years 2000, 1999 and 1998	23
		Notes to Consolidated Financial Statements	24-33

FARMERS NATIONAL BANC CORP.
FORM 10-K
2000

INDEX

Part I.		Page
Item 1. Business:
	General		I-2
Item 2. Properties			I-6
Item 3. Legal Proceedings			I-7
Item 4. Submission of Matters to a Vote of Security Holders			I-7
Part II
Item 8. Supplementary Data			I-7
Part III
Item 10. Directors and Executive Officers of the Registrant			I-7
Item 11. Executive Compensation			III-1
Item 12. Security Ownership of Certain Beneficial Owners and Management			III-1
Item 13. Certain Relationships and Related Transactions			III-1
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K			IV-1
Accountant’s Consent			IV-2
Signatures			IV-3
Index to Exhibits			IV-4

I-1

Part I

Item 1. Business General

The Corporation

      The registrant, Farmers National Banc Corp. (herein sometimes referred to as the Corporation), is a one-bank holding company registered under the Bank Holding Company Act of 1956, as amended. The only subsidiary is The Farmers National Bank of Canfield, which was acquired March 31, 1983. The Corporation and its subsidiary operate in one industry, domestic banking.

      The Corporation conducts no business activities except for investment in securities permitted under the Bank Holding Company Act. Bank holding companies are permitted under Regulation Y of the Board of Governors of the Federal Reserve System to engage in other activities such as leasing and mortgage banking.

The Bank

      The Bank is a full-service national bank engaged in commercial and retail banking in Mahoning, Trumbull and Columbiana Counties in Ohio. The Bank’s commercial banking services include checking accounts, savings accounts, time deposit accounts, commercial, mortgage and installment loans, home equity loans, home equity lines of credit, night depository, safe deposit boxes, money orders, bank checks, automated teller machines and travelers checks, “E” Bond transactions, utility bill payments, MasterCard and Visa credit cards, brokerage services and other miscellaneous services normally offered by commercial banks.

Supervision and Regulation

      The Corporation is a one bank holding company and is regulated by the Federal Reserve Bank (the “FRB”). The bank is a national bank and is regulated by the Office of the Comptroller of the Currency (the “OCC”), as well as the Federal Deposit Insurance Corporation (the “FDIC”). Changes have developed over the past several years regarding minimum capital requirements for financial institutions. A listing of the minimum requirements for capital and the Corporation’s capital position as of December 31, 2000 are presented in Note L on page 30 of the annual report to shareholders for the year ended December 31, 2000 and is hereby incorporated by reference.

      The Corporation is subject to regulation under the Bank Holding Company Act of 1956, as amended. This Act restricts the geographic and product range of bank holding companies by defining the types and locations of institutions the holding companies can own or acquire. This act also regulates transactions between the Corporation and the bank and generally prohibits tie-ins between credit and other products and services.

I-2

Supervision and Regulation (Continued)

      The bank is subject to regulation under the National Banking Act and is periodically examined by the OCC and is subject to the rules and regulations of the FRB. As an insured institution and member of the Bank Insurance Fund (“BIF”), the bank is also subject to regulation by the FDIC. Establishment of branches is subject to approval of the OCC and geographic limits established by state law. Ohio branch banking law permits a bank having its principal place of business in the State of Ohio to establish branch offices in any county in Ohio without geographic restrictions.

FDICIA

      The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) revised the bank regulatory and funding provisions of the Federal Deposit Insurance Act and several other federal banking statutes. Among other things, FDICIA requires federal banking agencies to broaden the scope of corrective action taken with respect to banks that do not meet minimum capital requirements and to take such actions promptly in order to minimize losses to the FDIC.

      FDICIA established five capital tiers: “well capitalized”; “adequately capitalized”; “undercapitalized”; “significantly undercapitalized”; and “critically undercapitalized” and imposes significant restrictions on the operations of a depository institution that is not in either of the first two of such categories. A depository institution’s capital tier will depend upon the relationship of its capital to various capital measures. A depository institution will be deemed to be “well capitalized” if it significantly exceeds the minimum level required by regulation for each relevant capital measure, “adequately capitalized” if it meets each such measure, “undercapitalized” if it is significantly below any such measure and “critically undercapitalized” if it fails to meet any critical capital level set forth in regulations. An institution may be deemed to be in a capitalization category that is lower than is indicated by its actual capital position if it receives an unsatisfactory examination rating or is deemed to be in an unsafe or unsound condition or to be engaging in unsafe or unsound practices.

      Under regulations adopted under these provisions, for an institution to be well capitalized it must have a total risk-based capital ratio of at least 10%, a Tier I risk-based capital ratio of at least 6% and a Tier I leverage ratio of at least 5% and not be subject to any specific capital order or directive. For an institution to be adequately capitalized, it must have a total risk-based capital ratio of at least 8%, a Tier I risk-based capital ratio of at least 4% and a Tier I leverage ratio of at least 4% (or in some cases 3%). Under the regulations, an institution will be deemed to be undercapitalized if the bank has a total risk-based capital ratio that is less than 8%, a Tier I risk-based capital ratio that is less than 4% or a Tier I leverage ratio of less than 4% (or in some cases 3%). An institution will be deemed to be significantly undercapitalized if the bank has a total risk-based capital ratio that is less than 6%, a Tier I risk-based capital ratio that is less than 3%, or a leverage ratio that is less than 3% and will be deemed to be critically undercapitalized if it has a ratio of tangible equity to total assets that is equal to or less than 2%.

I-3

Supervision and Regulation (Continued)

      FDICIA generally prohibits a depository institution from making a capital distribution (including payment of dividends) or paying management fees to any entity that controls the institution if it thereafter would be undercapitalized.

      If an institution becomes undercapitalized, it will be generally restricted from borrowing from the Federal Reserve, increasing its average total assets, making any acquisitions, establishing any branches or engaging in any new line of business. An undercapitalized institution must submit an acceptable capital restoration plan to the appropriate federal banking agency, which plan must, in the opinion of such agency, be based on realistic assumptions and be “likely to succeed” in restoring the institution’s capital. In connection with the approval of such a plan, the holding company of the institution must guarantee that the institution will comply with the plan, subject to a limitation of liability equal to a portion of the institution’s assets. If an undercapitalized institution fails to submit an acceptable plan or fails to implement such a plan, it will be treated as if it is significantly undercapitalized.

      Under FDICIA, bank regulators are directed to require “significantly undercapitalized” institutions, among other things, to restrict business activities, raise capital through a sale of stock, merge with another institution and/or take any other action which the agency determines would better carry out the purposes of FDICIA.

      Within 90 days after an institution is determined to be “critically undercapitalized”, the appropriate federal banking agency must, in most cases, appoint a receiver or conservator for the institution or take such other action as the agency determines would better achieve the purposes of FDICIA. In general, “critically undercapitalized” institutions will be prohibited from paying principal or interest on their subordinated debt and will be subject to other substantial restrictions.

      Under FDICIA, an institution that is not well capitalized is generally prohibited from accepting brokered deposits. Undercapitalized institutions are prohibited from offering interest rates on deposits significantly higher than prevailing rates.

      The provisions of FDICIA governing capital regulations became effective on December 19, 1992. FDICIA also directs that each federal banking agency prescribe standards for depository institutions and depository institution holding companies relating to internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, a maximum ratio of classified assets to capital, a minimum ratio of market value to book value for publicly traded shares (if feasible) and such other standards as the agency deems appropriate.

I-4

Supervision and Regulation (Continued)

      FDICIA also contains a variety of other provisions that could affect the operations of the Corporation, including new reporting requirements, regulatory standards for real estate lending, “truth in savings” provisions, the requirement that a depository institution give 90 days’ prior notice to customers and regulatory authorities before closing any branch, limitations on credit exposure between banks, restrictions on loans to a bank’s insiders and guidelines governing regulatory examinations.

      Pursuant to FDICIA, the FDIC has developed a transitional risk-based assessment system, under which, beginning on January 1, 1993, the assessment rate for an insured depository institution varied according to its level of risk. An institution’s risk category will depend upon whether the institution is well capitalized, adequately capitalized or less than adequately capitalized and whether it is assigned to Subgroup A, B or C. Subgroup A institutions are financially sound institutions with few minor weaknesses; Subgroup B institutions are institutions that demonstrate weaknesses which, if not corrected, could result in significant deterioration; and Subgroup C institutions are institutions for which there is a substantial probability that the FDIC will suffer a loss in connection with the institution unless effective action is taken to correct the area of weakness. Based on its capital and supervisory subgroups, each BIF member institution will be assigned an annual FDIC assessment rate per $100 of insured deposits.

INTERSTATE BANKING AND BRANCHING LEGISLATION

      The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the “IBBEA”) authorizes interstate acquisitions of banks and bank holding companies without geographic constraint beginning September 29, 1995. Beginning June 1, 1997, the IBBEA also authorizes banks to merge with banks located in another state provided that neither state has “opted out” of interstate branching between September 29, 1994 and May 31, 1997. States also may enact legislation permitting interstate merger transactions prior to June 1, 1997. After acquiring interstate branches through a merger, a bank may establish additional branches in that state at the same locations as any bank involved in the merger could have established branches under state and federal law. In addition, a bank may establish a de novo branch in another state that expressly permits the establishment of such branches. A bank that establishes a de novo interstate branch may thereafter establish additional branches on the same basis as a bank that has established interstate branches through a merger transaction. If a state “opts out” of interstate branching, no bank from another state may establish a branch in that state, whether through a merger or de novo establishment.

GRAHAM-LEACH-BLILEY ACT

      The Graham-Leach-Bliley Act of 1999 (the “GLB Act”) allows new opportunities for banks, other depository institutions, insurance companies and securities firms to combine to form a single financial services organization to offer customers a broader choice of financial products and services. The GLB Act (which became effective March 11, 2000), authorizes the Federal Reserve Board to oversee all regulatory activities through the financial holding company, while the functional regulation of operating subsidiaries will remain with their primary functional regulator. The GLB Act requires institutions to maintain Community Reinvestment Act ratings of satisfactory or higher in order to engage in any new financial activities. This act also establishes a federal right to privacy of non-public personal information of individual customers.

I-5

Item 2. Properties

Farmers National Banc Corp.’s Properties

The Farmers National Banc Corp. owns no property. Operations are conducted at 20 South Broad Street, Canfield, Ohio.

Bank Property

The Main Office is located at 20 S. Broad Street, Canfield, Ohio. The other 16 offices of the Bank are:

Austintown Office	22 N. Niles-Canfield Rd., Youngstown, Ohio
Lake Milton Office	17817 Mahoning Avenue, Lake Milton, Ohio
Cornersburg Office	3619 S. Meridian Rd., Youngstown, Ohio
Colonial Plaza Office	401 E. Main St. Canfield, Ohio
Western Reserve Office	102 W. Western Reserve Rd., Youngstown, Ohio
Salem Office	1858 E. State Street, Salem, Ohio
Columbiana Office	340 State Rt. 14, Columbiana, Ohio
Leetonia Office	16 Walnut St., Leetonia, Ohio
Damascus Office	29053 State Rt. 62 Damascus, Ohio
Poland Office	106 McKinley Way West, Poland, Ohio
Niles Office	1 South Main Street, Niles, Ohio
Niles Drive Up	170 East State Street, Niles, Ohio
Girard Office	121 North State Street, Girard, Ohio
Eastwood Office	5845 Youngstown-Warren Rd, Niles, Ohio
Warren Office	2910 Youngstown-Warren Rd, Warren, Ohio
Mineral Ridge Office	3826 South Main Street, Mineral Ridge, Ohio
Niles Operation Center	51 South Main Street, Niles, Ohio

The bank owns all locations except the Colonial Plaza. The Colonial Plaza is occupied under an operating lease expiring in 2004.

I-6

Item 3. Legal Proceedings

There are no material pending legal proceedings to which the registrant or its subsidiary is a party or of which any of its property is subject, except proceedings which arise in the ordinary course of business. In the opinion of management, pending legal proceedings will not have a material affect on the consolidated financial position of the registrant or its subsidiary.

Item 4. Submission of Matters to a Vote of Security Holders

Farmers National Banc Corp’s special meeting of shareholders was held on November 9, 2000. All information regarding this meeting was reported in the September 30, 2000 Form 10-Q.

PART II

Item 8. Supplementary Data

New Accounting Pronouncements:

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement No. 133 (SFAS 133), “Accounting for Derivative Instruments and Hedging Activities”. This statement establishes accounting and reporting standards for derivative instruments embedded in other contracts and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. In June 1999, the FASB issued SFAS 137 which deferred the effective date of SFAS 133 to years beginning after June 15, 2000. Management does not believe the adoption of this statement will have a material impact on financial condition and results of operations.

PART III

Item 10. Directors and Executive Officers of the Registrant

Information relating to Directors is set forth in the registrant’s definitive proxy statement, which will be used in connection with its annual meeting of shareholders which will be held March 29, 2001. The proxy statement is attached hereto.

Executive Officers of the Registrant

The names, ages and positions of the executive officers as of March 1, 2001:

Name	Age		Position Held
William D. Stewart		71		Chairman
Richard L. Calvin		74		Vice Chairman
Frank L. Paden		50		President and Secretary

I-7

Item 10 (Continued)

Carl D. Culp	37	Executive Vice President and Treasurer
Donald F. Lukas	54	Senior Vice President

Officers are elected annually by the Board of Directors immediately following the annual meeting of shareholders. The term of office for all the above executive officers is for the period ending with the next annual meeting.

Principal Occupation and Business Experience of Executive Officers

Mr. William D. Stewart has served as Chairman since March 1996. Prior to that time, he was President and Secretary since the inception of registrant on March 31, 1983, was President of the Bank since 1972 and has held various other executive positions with the Bank.

Mr. Richard L. Calvin has served as Vice Chairman since March 1996. Prior to that time, he was Executive Vice President and Treasurer of the registrant since its inception on March 31, 1983, was Executive Vice President of the Bank since 1972 and has held various other executive positions with the Bank.

Mr. Frank L. Paden has served as President and Secretary since March 1996. Prior to that time he was Executive Vice President of the registrant since March 1995, was Executive Vice President of the Bank since March 1995 and has held various other executive positions with the Bank.

Mr. Carl D. Culp has served as Executive Vice President and Treasurer since March 1996. Prior to that time he was Controller of the registrant since November 1995 and was Controller of the Bank since November 1995.

Mr. Donald F. Lukas has served as Senior Vice President of the registrant since March 1996. Prior to that time, he was Vice President of the Bank since March 1987.

Item 11. Executive Compensation

Information regarding this item is set forth in the registrant’s definitive proxy statement, which will be used in connection with its annual meeting of shareholders to be held March 29, 2001. The proxy statement is attached hereto.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Information relating to this item is set forth in the registrant’s definitive proxy statement, which will be used in connection with its annual meeting of shareholders to be held March 29, 2001. The proxy statement is attached hereto.

Item 13. Certain Relationships and Related Transactions

Information regarding this item is set forth in the registrant’s definitive proxy statement, which will be used in connection with its annual meeting of shareholders to be held March 29, 2001. The proxy statement is attached hereto.

III-1

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)1.	Financial Statements
		Included in Part II of this report
		Item 8., Financial Statements and Supplementary Data is set forth in the registrant’s 2000 Annual Report to Shareholders and is incorporated by reference in Part II of this report
(a)2.	Financial Statement Schedules          Page
		Accountant’s consent                 IV-2
		All schedules are omitted because they are not applicable.
(a)3.	Exhibits
		The exhibits filed or incorporated by reference as a part of this report are listed in the Index of Exhibits, which appears at page IV-4 hereof and is incorporated herein by reference.
(b)	Report on Form 8-K
		No reports were filed for three months ended December 31, 2000.

IV-1

INDEPENDENT AUDITOR’S CONSENT

FARMERS NATIONAL BANC CORP.:

      We hereby consent to the incorporation by reference in this Registration Statement of our report dated January 31, 2001, relating to the consolidated financial statements of Farmers National Banc Corp. and subsidiary.

/s/HILL, BARTH & KING LLC

HILL, BARTH & KING LLC

Warren, Ohio
March 20, 2001

IV-2

SIGNATURES

Pursuant to the requirements of Section 13 or 15(D) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the under signed, thereunto duly authorized.

Farmers National Banc Corp.		Farmers National Banc Corp.
/s/ Frank L. Paden		/s/Carl D. Culp
Frank L. Paden		Carl D. Culp
President and Secretary		Executive Vice President and Treasurer
/s/William D. Stewart	Chairman	March 27, 2001
William D. Stewart
/s/Benjamin R. Brown	Director	March 27, 2001
Benjamin R. Brown
/s/Richard L. Calvin	Vice Chairman	March 27, 2001
Richard L. Calvin
/s/Joseph D. Lane	Director	March 27, 2001
Joseph D. Lane
/s/David C. Myers	Director	March 27, 2001
David C. Myers
/s/Edward A. Ort	Director	March 27, 2001
Edward A. Ort
/s/Frank L. Paden	President	March 27, 2001
Frank L. Paden	and Director
/s/Ronald V. Wertz	Director	March 27, 2001
Ronald V. Wertz

IV-3

INDEX TO EXHIBITS

The following exhibits are filed or incorporated by references as part of this report:

2.	Not applicable.
3(i)	Articles of Incorporation (filed herewith).
3(ii)	Code of regulations (filed herewith).
4.	The registrant agrees to furnish to the Commission upon request copies of all instruments not filed herewith defining the rights of holders of long-term debt of the registrant and its subsidiaries.
9.	Not applicable.
10.	Not applicable.
11.	Not applicable.
12.	Not applicable.
13.	Annual Report to security holders (filed herewith).
16.	Not applicable.
18.	Not applicable.
21.	Subsidiaries of the registrant (Subsidiary of the registrant is incorporated by reference in Part I, Item 1 of this report).
22.	Not applicable.
23.	Not applicable.
24.	Not applicable.
99.	Definitive Proxy Statement (filed herewith)

Copies of any exhibits will be furnished to shareholders upon written request. Request should be directed to Carl D. Culp, Executive Vice President, Farmers National Banc Corp., 20 S. Broad Street, Canfield, Ohio 44406.

IV-4 EX-13 2 l87082aex13.htm EXHIBIT 13 - ANNUAL REPORT TO SECURITY HOLDERS

Farmers National Banc Corp. — Annual Report 2000

Building A Stronger Bank

Since 1987

To everything there is a Season — A time for every purpose
a time to gain — a time to build up

Business Description

Farmers National Banc Corp. is a one-bank holding company headquartered in Canfield, OH. Its principal subsidiary is the Farmers National Bank of Canfield. The Bank is a full service national bank engaged in commercial and retail banking with the exception of trust services. The Bank’s main office is located at 20 South Broad Street, Canfield, OH. Business is conducted at a total of sixteen (16) offices located in the counties of Mahoning, Trumbull and Columbiana. The Bank is a member of the Federal Reserve System, subject to supervision and regulation of the Comptroller of the Currency and its deposits are insured by the Federal Deposit Insurance Corporation to the extent provided by law.

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY
Highlights of 2000
1

Table of Contents
Highlights of 2000	1
President’s Letter	2
Growth-Ring Timeline	3
The Year in Review	4-6
Selected Financial Data	7-9
Management’s Discussion	10-17
Stock Prices and Dividends	18
Accountant’s Report	19-33
Board of Directors	34
Officer	35

Selected Financial Data (In Thousands except Per Share Data)

For the Year	2000			1999			Percent Change
Net Income	$	5,748		$	6,159			-6.67	%
Return on Average Assets		0.93	%		1.05	%		-11.43	%
Return on Average Equity		8.37	%		9.62	%		-12.99	%
Per Share
Net Income	$	0.50		$	0.55*			-9.09	%
Book Value		6.10			5.91*			3.21	%
Balances at Year-End
Assets	$	626,122		$	603,798			3.70	%
Securities		127,761			116,821			9.36	%
Net Loans		444,596			425,975			4.37	%
Deposits		468,336			476,829			-1.78	%
Stockholders Equity		70,833			66,235			6.94	%
Shares Outstanding		11,604			11,210			3.51	%
Cash Dividends		4,770			3,564			33.84	%

*Restated to reflect weighted average shares outstanding adjusted for stock dividends and merger accounted for as pooling of interests.

[BAR GRAPH]

Operating Earnings In Thousands
$	5,373	$	6,060	$	5,268	$	6,159	$	6,739
	1996		1997		1998		1999		2000

[BAR GRAPH]

Operating Earnings Per Share
$	0.49	$	0.56	$	0.47	$	0.55	$	0.59
	1996		1997		1998		1999		2000

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY
President’s Letter

[PHOTO]
Frank L. Paden

Dear Shareholders,

      The past twelve months was a remarkable period of accomplishment in the history of Farmers National Banc Corp. Total assets grew significantly with the acquisition of Security Financial Corporation; our channels of extending banking services expanded with the introduction of our Internet & Phone Banking products, and we sharply increased our cash dividends to shareholders. Our history has a proven track record of consistent growth along with net operating earnings growing year after year. All indications suggest our goals are appropriate and attainable, and that we continue to be on course.

      Excluding fourth-quarter special charges related to our acquisition of Security Financial Corporation, Farmers enjoyed another year of operating increases. Our acquisition of Security is being accounted for as a “pooling of interests,” therefore it is necessary for us to restate our financial results to reflect those of Farmers and Security together. As a result, our net income for the year was $5.748 million or $0.50 per share, compared to $6.159 million, or $0.55 per share in 1999. The non-recurring merger and restructuring charges affected our net earnings by approximately $0.09 per share. Without these expenses, the Corporation would have reported operating earnings in excess of $6.700 million, or $0.59 per share for 2000.

      We are pleased that our strong operating performance enabled us to sustain the costs of growth. Our performance is especially heartening inasmuch as we haven’t yet tapped the opportunities provided by our merger with Security. This transaction gives us access into Trumbull County with five new offices, highly capable associates, some promising banking and investment services and a customer base that offers potential for additional growth.

      In addition to the financial results and the Security merger, we achieved the following in the past year:

      • We increased our cash dividend by 21 percent from the 1999 payout, for an annual rate of $0.51 per share, and we paid our 25th consecutive annual stock dividend.

      • We introduced new Internet and Phone Banking services for Farmers National’s consumer and small-business customers.

      • We implemented an updated core operating system and customer service platform.

      As our new bank advertising theme line suggests, our management team is committed to “Building a Stronger Bank.” We will do that by introducing new products, refining our service delivery network and making appropriate acquisitions. We are very fortunate to enjoy, as a result of a long track record of success, the financial strength we need to pursue these strategies. Farmers boasts a well-capitalized equity position that ranks us near the top of our peer group. In addition, we have successfully retained a high degree of top banking talent through the years. Among our 10-member senior management team, we offer more than 200 years of banking experience – all with Farmers National Bank. This tradition of strength and experience positions us very well to execute our growth strategies.

“We are very fortunate to enjoy... the financial strength we need.”

      This coming year will truly be a challenge for our management team. With the addition of Security Dollar, Farmers now operates 16 offices in Mahoning, Trumbull and Columbiana counties and has nearly 300 hundred employees. We are focused on an orderly and successful system conversion and integration process as we continue to build a stronger bank.

      I invite you to read more about our company in the pages that follow, and to join us at our Annual Meeting of Shareholders in March. Thank you for your continued support, and I look forward to updating you on our progress.

      Sincerely,

      /s/ Frank L. Paden

      Frank L. Paden, President & CEO

2

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY
Growth-Ring Timeline
3

[PHOTO]

The Legacy of a Landmark

For 114 years, Farmers National Bank has stood as a paradigm for strength and stability in the Mahoning Valley. A look back across two centuries reveals the small and seemingly insignificant growth marks that are now the foundation of Farmers” strength in the new millennium.

1887- Farmers National Bank organized in Canfield with assets of $50,000. Deposits for the first day totaled $170.

1904- Dollar Savings Bank organized in Niles, Ohio.

1910- Farmers assets grow to $402,000.

1913- Personal checking accounts first introduced.

1935- Federal Deposit Insurance Corporation (FDIC) established.

1959- Branching begins with the opening of the Austintown location.

1961- First Certificates of Deposit offered.

1968- Farmers converts to computerized record keeping.

1980- Farmers moves into Columbiana County with Salem branch.

1983- ATMs first offered by Farmers.

1986- Dollar Savings Bank changes its name to Security Dollar Bank.

1997- First debit card issued by Farmers.

2000- Phone banking and Internet banking introduced.

2000-2001- Merger between Farmers National Bank and Security Dollar Bank totals $626 million in assets.

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY
The Year in Review

      Each year, preparing our annual report to shareholders prompts us to objectively review the past 12 months and take inventory of our achievements, performance shortcomings and future plans. We know through our own long-range strategic planning process that each year brings new challenges. Progress is measured against current objectives over a longer period, and then strategies are fine-tuned along the way.

“Farmers National’s earning potential will be enhanced...”

      Our formula for community banking success includes three basic priorities:

      1) Building Shareholder Value

      2) Achieving Asset Growth and Expansion

      3) Diversifying Business Lines.

Building Shareholder Value

      Perhaps the greatest responsibility of any corporate executive is the creation and protection of shareholder value. However, despite the strong earnings reported by many publicly held banking institutions in the past two years, the value of bank stocks has not responded. In fact, investors in most financial institutions, including board members, have sustained a substantial decline in the values of their investments. The growing evidence of flat or single-digit appreciation in financial institution investments, combined with rapidly changing market dynamics, has prompted many community bankers to re-evaluate their strategic options.

      Farmers National Banc Corp.’s common stock has declined in value as well. Yet for the past two years, our directors, officers and employees have remained focused on our short-term and long-term goals and objectives. We have successfully achieved the following:

• Consistently improved net earnings

• Consistent asset growth

• Prudent risk management

• Use of additional funding sources to meet our customers’ loan demands – without compromising asset quality

• Higher cash dividends to reward our common stock shareholders.

      Our corporation has a history of reporting consistent annual net income increases. Last year, excluding the one–time cost to complete the Security Financial merger, our core operating earnings rose significantly again. During 2001, Farmers National’s operating earnings potential will be enhanced as a result of benefits of the merger. New opportunities for efficiency improvements have been created, further strengthening Farmers core operating earnings and shareholder value.

      One of our strategic objectives has been to increase annual cash dividends, and the graph below demonstrates our commitment to this priority. In the past five years, we have increased cash dividends by nearly 132 percent, from $0.22 per share in 1996, to $0.51 per share in 2000. This is in addition to paying a 2 percent stock dividend in each of those years.

[BAR GRAPH]

Cash Dividends Per Share
$	0.22	$	0.29	$	0.34	$	0.42	$	0.51
	1996		1997		1998		1999		2000

4

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY
The Year In Review
5

      Even as we have rewarded our shareholders with these cash and stock dividends, we have also been able to improve on Farmers’ solid capital position, as shown in the graph below.

[BAR GRAPH]

Shareholders Equity In Thousands
$	45,588	$	55,556	$	62,018	$	66,235	$	70,833
	1996		1997		1998		1999		2000

      In early 2000, we instituted a stock repurchase program. Although this program had to be temporarily suspended because of the “pooling-of-interest” acquisition of Security Dollar Bank, we expect to reactivate the program later this year. We will utilize Farmers’ well-capitalized position to approach the market and repurchase our own shares, which we believe to represent an excellent investment.

Achieving Asset Growth and Expansion

      Following consummation of the Security merger, Farmers National has total assets of $626 million, total loans in excess of $450 million, total deposits of $468 million and will be operating 16 banking offices in three counties. The consistency in asset growth is evidenced by an average growth rate of approximately 6 percent per year over the past five years.

      The Security Dollar merger transaction was the first “total” bank acquisition for our company. When given the window of opportunity to expand our banking market into Trumbull County, our board and senior management team gave total commitment to this transaction.

Four key issues were identified early in our process:

      • There was no overlapping of branches, and therefore no branch closings had to be factored into our analysis.

      • We identified significant potential cost savings through the consolidation of operations and other services that were being outsourced.

      • Our banking philosophies were very similar, with total commitment to ongoing investment in the local communities we serve.

      • We recognized opportunities to share new products and services that one bank offered and the other bank did not offer.

      This expansion will strengthen Farmers National in several ways. For our shareholders, we expect continued performance in total returns. For our customers, we expect to fully expand our menu of products and services to meet both current and future needs. And for our employees, growth and expansion will offer more opportunities to further personal career goals and objectives.

“For our shareholders, we expect continued performance in total returns.”

Diversifying Business Lines

      Years ago, we were told to expect a checkless society. Consultants warned of massive consolidations that would lead to, among other things, the demise of local community banks. Obviously, neither prediction has come to pass. More checks are written today than ever before. And while mergers and acquisitions have decreased the number of community banks, it is clear that the consumer and small businessman will continue to demand the personalized service and accessibility offered by their local bank.

      Nevertheless, two developments have prompted major changes

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY
The Year In Review

in traditional financial institutions. The Gramm-Leach-Bliley Act of 1999 now permits the business of banks, insurance companies and securities institutions to overlap. That, combined with the rapid expansion of technology, particularly the Internet, has set the stage for changes in banking. Since we compete with mutual fund companies, brokerage firms and larger banks for deposit accounts, we need to embrace new technologies that can increase efficiencies and give us access to the same products and services offered by these larger rivals.

“...we will balance technology with high-touch personal service.”

      At Farmers National, we will balance technology with high-touch, personal service that will give us a distinct advantage over no-name, no-face relationships that typically characterize online organizations. During the past year, we successfully implemented an online and telephone banking product, and have been pleased by its results. We also offer ATM and debit cards, credit cards, electronic bill payment and commercial cash management. Our electronic banking products will be expanded to our newly acquired Trumbull County offices shortly after March 31, 2001.

      Through the acquisition of Security Financial, all Farmers’ customers will soon have access to PRIMEVEST Financial Services. PRIMEVEST has been assisting banks with their financial services products since 1984, and offers a broad array of investment products, including mutual funds, stocks and bonds, money market accounts and fixed and variable annuities. PRIMEVEST has been contracted with Security Dollar Bank since 1991. In addition to the product offerings, this service will enable Farmers customers to access life insurance, self-directed IRAs, financial planning, retirement planning, and qualified retirement plans. PRIMEVEST is an experienced brokerage firm located in over 600 financial institutions. (Securities and annuities available through PRIMEVEST are not insured by the FDIC and are not deposits, or other obligations, or guarantees of Farmers National Bank and are subject to market risks, including the possible loss of the principal amount invested.)

      In early 2000, PRIMEVEST introduced an online trading solution called e*PRIMEVEST. With all the features of any online trading account, PRIMEVEST is enjoying great success with this enhancement to its product line.

      Be assured, the Board and management of Farmers National Banc Corp. appreciate the continued support and interest of our customers and shareholders. Our company has accomplished a great deal during this past year and we continue to build a solid foundation to meet the challenges of an ever-changing financial services industry.

[PICTURE]

6

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY

Selected Financial Data

					(In Thousands except Per Share Data)
For the Years Ending		2000			1999			1998			1997			1996
Summary of Earnings
	Total Interest Income (including fees on loans)	$	45,842		$	42,631		$	41,884		$	40,424		$	36,146
	Total Interest Expense		21,550			18,653			19,228			18,457			16,213
	Net Interest Income		24,292			23,978			22,656			21,967			19,933
	Provision for Credit Losses		865			1,810			3,107			2,105			1,323
	Total Other Income		2,992			2,550			2,582			2,709			2,305
	Total Other Expense		18,023			15,864			14,544			13,702			13,069
	Income Before Federal Income Taxes		8,396			8,854			7,587			8,869			7,846
	Federal Income Taxes		2,648			2,695			2,319			2,809			2,473
	NET INCOME	$	5,748		$	6,159		$	5,268		$	6,060		$	5,373
Per Share Data (Note)
	Net Income	$	0.50		$	0.55		$	0.47		$	0.56		$	0.49
	Cash Dividends Paid		0.51			0.42			0.34			0.29			0.22
	Book Value at Year-End		6.10			5.91			5.74			5.34			4.60
Balances at Year-End
	Total Assets	$	626,122		$	603,798		$	573,695		$	535,707		$	491,011
	Earning Assets		589,829			561,544			535,305			504,660			461,633
	Total Deposits		468,336			476,829			470,435			451,182			413,480
	Net Loans		444,596			425,975			392,065			382,416			376,814
	Total Stockholder’s Equity		70,833			66,235			62,018			55,556			45,588
Average Balances
	Total Assets	$	616,059		$	586,562		$	549,482		$	516,317		$	465,519
	Total Stockholder’s Equity		68,639			64,011			58,571			50,836			45,913
Significant Ratios
	Return on Average Assets (ROA)		0.93	%		1.05	%		0.96	%		1.17	%		1.15	%
	Return on Average Equity (ROE)		8.37			9.62			8.99			11.92			11.70
	Average Earning Assets/Average Assets		94.65			93.99			94.32			94.42			94.29
	Average Equity/Average Assets		11.14			10.91			10.66			9.85			9.86
	Net Loans/Deposits		94.93			89.33			83.34			84.76			91.13
	Allowance for Credit Losses/Total Loans		1.36			1.34			1.38			1.32			1.28
	Allowance for Credit Losses/Nonperforming Loans		458.74			292.71			201.70			146.04			120.27
	Efficiency Ratio		66.14			59.80			57.63			55.53			58.77
	Dividend Payout Rate		82.99			57.87			53.93			38.51			34.08

Note:   Per share data has been restated for the effect of common stock dividends, splits and merger accounted for as pooling-of-interests.

7

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY

Selected Financial Data

		Average Balance Sheets and Related Yields and Rates
		(In Thousands of Dollars)
Years ended December 31,		2000							1999
EARNING ASSETS
		AVERAGE							AVERAGE
		BALANCE		INTEREST		RATE			BALANCE				INTEREST			RATE
	Loans	$	438,163	$	37,252		8.50	%		$	412,047			$	35,105			8.52	%
	Taxable securities		104,799		6,382		6.09				103,969				5,793			5.57
	Tax-exempt securities		23,462		1,764		7.52				23,136				1,710			7.39
	Federal funds sold		16,688		1,041		6.23				12,147				603			4.96
	Total earning assets		583,112		46,439		7.96				551,299				43,211			7.84
NONEARNING ASSETS
	Cash and due from banks		21,289								20,745
	Premises and equipment		12,823								12,999
	Allowance for Loan Losses		(6,228)								(5,730	)
	Other assets		5,063								7,249
	Total Assets	$	616,059							$	586,562
INTEREST-BEARING LIABILITIES
	Time deposits	$	217,979	$	12,269		5.63	%		$	224,366			$	11,893			5.30	%
	Savings deposits		128,006		3,834		3.00				123,219				3,355			2.72
	Demand deposits		77,998		1,286		1.65				72,887				1,194			1.64
	Repurchase agreements		39,705		2,020		5.09				35,152				1,399			3.98
	Borrowings		32,579		2,141		6.57				14,503				812			5.60
	Total Interest-Bearing Liabilities		496,267		21,550		4.34				470,127				18,653			3.97
NONINTEREST-BEARING LIABILITIES
	Demand deposits		46,948								46,349
	Other Liabilities		4,205								6,075
	Stockholder’s equity		68,639								64,011
	Total Liabilities and Stockholders’ Equity	$	616,059							$	586,562
Net interest income				$	24,889									$	24,558
Net interest income to earning assets							4.27	%									4.45	%

[Additional columns below]

[Continued from above table, first column(s) repeated]

		Average Balance Sheets and Related Yields and Rates
		(In Thousands of Dollars)
Years ended December 31,		1998
		AVERAGE
		BALANCE			INTEREST		RATE
EARNING ASSETS
	Loans	$	390,792		$	34,440		8.81	%
	Taxable securities		97,851			5,843		5.97
	Tax-exempt securities		17,760			1,456		8.20
	Federal funds sold		11,869			640		5.39
	Total earning assets		518,272			42,379		8.18
NONEARNING ASSETS
	Cash and due from banks		19,868
	Premises and equipment		10,763
	Allowance for Loan Losses		(5,362	)
	Other assets		5,941
	Total Assets	$	549,482
INTEREST-BEARING LIABILITIES
	Time deposits	$	234,518		$	13,381		5.71	%
	Savings deposits		109,719			2,989		2.72
	Demand deposits		66,194			1,393		2.10
	Repurchase agreements		25,933			1,108		4.27
	Borrowings		6,203			357		5.76
	Total Interest-Bearing Liabilities		442,567			19,228		4.34
NONINTEREST-BEARING LIABILITIES
	Demand deposits		43,682
	Other Liabilities		4,662
	Stockholder’s equity		58,571
	Total Liabilities and Stockholders’ Equity	$	549,482
Net interest income					$	23,151
Net interest income to earning assets								4.47	%

      Fully taxable equivalent basis computed at 35% in 2000, 1999 and 1998.

8

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY

Selected Financial Data

RATE AND VOLUME ANALYSIS

The following table analyzes by rate and volume the dollar amount of changes in the components of the interest differential:

								(In Thousands of Dollars)
		2000 change from 1999								1999 change from 1998
		Net		Change Due			Change Due			Net			Change Due			Change Due
		Change		To Volume			To Rate			Change			To Volume			To Rate
Tax Equivalent Interest Income
	Loans	$	2,147	$	2,230		$	(83	)	$	665		$	1,866		$	(1,201	)
	Taxable securities		589		45			544			(50	)		366			(416	)
	Tax-exempt securities		54		24			30			254			441			(187	)
	Federal funds sold		438		226			212			(37	)		15			(52	)
	Total interest income	$	3,228	$	2,525		$	703		$	832		$	2,688		$	(1,856	)
Interest Expense
	Time deposits	$	376	$	(341	)	$	717		$	(1,488	)	$	(574	)	$	(914	)
	Savings deposits		479		126			353			366			366			0
	Demand deposits		92		84			8			(199	)		138			(337	)
	Repurchase agreements		621		181			440			291			393			(102	)
	Borrowings		1,329		1,013			316			455			478			(23	)
	Total interest expense	$	2,897	$	1,063		$	1,834		$	(575	)	$	801		$	(1,376	)
	Increase in tax equivalent net interest income	$	331	$	1,462		$	(1,131	)	$	1,407		$	1,887		$	(480	)

      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 relative size of the rate and volume changes.

9

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY

Management’s Discussion

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

      The following financial review presents an analysis of the assets and liability structure of the Corporation and a discussion of the results of operations for each of the periods presented in this annual report of liquidity, capital and credit quality. Certain statements in this report that relate to Farmers National Banc Corp.’s plans, objectives, or future performance may be deemed to be forward-looking statements within the Private Securities Litigation Reform Act of 1995. Such statements are based on management’s current expectations. Actual strategies and results in future periods may differ materially from those currently expected because of various risks and uncertainties.

      Among the important factors that could cause actual results to differ materially are interest rates, changes in the mix of the company’s business, competitive pressures, general economic conditions and the risk factors detailed in the company’s other periodic reports and registration statements filed with the Securities and Exchange Commission.

Results of Operations

      The Corporation’s net income totaled $5.748 million during 2000, a decrease of 6.67% from $6.159 million for 1999. On a per share basis, net income was $.50 for 2000 as compared to $.55 for 1999 and $.47 for 1998. Common comparative ratios for results of operations include the return on average assets and return on average stockholders equity. For 2000, the return on average equity was 8.37% as compared to 9.62% for 1999 and 8.99% for 1998. The return on average assets was .93% for 2000, 1.05% for 1999 and .96% for 1998.

      The Corporation’s operating earnings, which exclude an after-tax non-recurring item, increased 9.42% to $6.739 million in 2000, compared to $6.159 million in 1999, which increased 16.91% from $5.268 million in 1998. Stated on a per share basis, operating earnings were $.59 per share in 2000, compared to $.55 per share in 1999 and $.47 in 1998. The after-tax non-recurring expense, which amounted to $991 thousand, was merger related expense.

      These results of operations are the direct result of management’s concerted efforts to control expenses and increase interest from our interest-bearing assets. Overall growth in deposits and other funding sources and the use of those funds in the loan portfolio, particularly commercial real estate and indirect installment loans, together with control over the bank’s general expenses have produced these results.

Net Interest Income

      Net interest income, the principal source of the Corporation’s earnings, represents the difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities. For 2000, net interest income increased $331 thousand or 1.01% over 1999. The increase for 1999 was $1.407 million or 6.08% over 1998. Interest-earning assets averaged $583.112 million during 2000, representing a 5.77% increase over 1999, while 1999 averaged $551.299 million or a 6.37% increase over 1998.

      The Corporation finances its earning assets with a combination of interest-bearing and interest-free funds. The interest-bearing funds are composed of deposits, short-term borrowings and long-term debt. Interest paid for the use of these funds is the second factor in the net interest income equation. Interest-free funds, such as demand deposits and stockholders equity, require no interest expense and, therefore, contribute significantly to net interest income.

      The profit margin, or spread, on invested funds is a key performance measure. The Corporation monitors two key performance indicators — net interest spread and net interest margin. The net interest spread represents the difference between the average rate earned on interest-earning assets and the average rate paid on interest-bearing liabilities. The net interest margin represents the overall profit margin: net interest income as a percentage of total interest-earning assets. This performance indicator gives effect to interest earned for all investable funds including the substantial volume of interest-free funds. For 2000 the net interest margin, measured on a fully taxable equivalent basis was 4.27% in comparison to 4.45% for 1999 and 4.47% for 1998.

      Total interest income was $46.439 million for 2000 as compared to $43.211 million and $42.379 million for 1999 and 1998, respectively. The 7.47% increase in interest income is largely attributed to a $2.147 million or 6.12% increase in income from loans. Average loans increased 6.3% during the past year, but this growth was offset by a slight decline in the overall yield from 8.52% in 1999 to 8.50% in 2000. Income from securities and federal funds sold increased $1.08 million or 13.32%, as a result of an increase in yields in these earning assets.

      Total interest expense amounted to $21.550 million for 2000, representing a 15.53% increase from 1999 while interest expense of $18.653 million for 1999 represents a 3% decrease from $19.228 million reported in 1998. The increase in 2000 is primarily the result of a higher level of interest expense on time deposits and borrowings. The cost of time deposits increased from 5.30% in 1999 to 5.63% in 2000, while borrowing costs rose from 5.60% in 1999 to 6.57% in 2000. Total interest-bearing liabilities amounted to $496.267 million in 2000, compared to $470.127 million in 1999 and $442.567 million in 1998.

10

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY

Management’s Discussion

Other Income

      Total other income increased in 2000 by $442 thousand or 17.33% to $2.992 million, while the $2.550 million reported in 1999 was just slightly less than $2.582 million reported in 1998. Most of this increase is the result of an increase in service charges on deposit products, and commissions from sales of investment and insurance products. Management continues to explore new products and nontraditional banking services that could increase other income in future years.

Other Expenses

      Total other expenses for 2000 increased 13.61% or $2.159 million over 1999 as compared to an increase of 9.08% from 1999 over 1998. Before-tax merger related expenses in 2000 amounted to $1.192 million compared to none in 1999 and 1998. Salaries and employee benefits also increased $625 thousand or 7.59%. This increase is the result of increases in salary rates and increased staffing to handle increased volume of operations of the Bank. Management will continue to closely monitor and keep the increases in other expenses to a minimum.

Income Taxes

      Federal income taxes are computed using the appropriate effective tax rates for each period. The effective tax rates are less than the statutory tax rate primarily due to nontaxable interest and dividend income. The effective federal income tax rate was 32% for the period ending 2000, 30% for 1999 and 31% for 1998.

Market Risk

      Important considerations in asset/liability management are liquidity, the balance between interest rate sensitive assets and liabilities and the adequacy of capital. Interest rate sensitive assets and liabilities are those which have yields on rates subject to change within a future time period due to maturity of the instrument or changes in market rates. While liquidity management involves meeting the funds flow requirements of the Corporation, the management of interest rate sensitivity focuses on the structure of these assets and liabilities with respect to maturity and repricing characteristics. Balancing interest rate sensitive assets and liabilities provides a means of tempering fluctuating interest rates and maintaining net interest margins through periods of changing interest rates. The Corporation monitors interest rate sensitive assets and liabilities to determine the overall interest rate position over various time frames.

      The Corporation considers the primary market exposure to be interest rate risk. Simulation analysis is used to monitor the Corporation’s exposure to changes in interest rates, and the effect of the change to net interest income. The following table shows the effect on net interest income in the event of a sudden and sustained 100 or 200 basis point increase or decrease in market interest rates:

(In Thousands of Dollars)
Changes In		Change In		% Change
Interest Rate		Net Interest		In Net
(basis points)		Income		Interest Income
	–200		613		2.52	%
	–100		457		1.88	%
	100		–830		–3.42	%
	200		–1,821		–7.50	%

      The results of this analysis comply with internal limits established by the Corporation. A report on interest rate risk is presented to the Board of Directors and the Asset/Liability Committee on a quarterly basis. The Corporation has no market risk sensitive instruments held for trading purposes, nor does it hold derivative financial instruments, and does not plan to purchase these instruments in the near future.

      With the largest amount of interest sensitive assets and liabilities maturing within twelve months, the Corporation monitors this area most closely. The Corporation does not emphasize interest sensitivity analysis beyond this time frame because it believes various unpredictable factors could result in erroneous interpretations. Early withdrawal of deposits, prepayments of loans and loan delinquencies are some of the factors that could have such an effect. In addition, changes in rates on interest sensitive assets and liabilities may not be equal, which could result in a change in net margin.

      Interest rate sensitivity management provides some degree of protection against net interest income volatility. It is not possible or necessarily desirable to attempt to eliminate this risk completely by matching interest sensitive assets and liabilities. Other factors, such as market demand, interest rate outlook, regulatory restraint and strategic planning also have an effect on the desired balance sheet structure.

Liquidity

      The Corporation maintains, in the opinion of management, liquidity sufficient to satisfy depositors’ requirements and meet the credit needs of customers. The Corporation depends on its ability to maintain its market share of deposits as well as acquiring new funds. The Corporation’s ability to attract deposits and borrow funds depends in large measure on its profitability, capitalization and overall financial condition.

      Principal sources of liquidity for the Corporation include assets considered relatively liquid such as short-term investment securities, federal funds sold and cash and due from banks.

      Along with its liquid assets, the Corporation has additional sources of liquidity available which help to insure that adequate funds are available as needed. These other sources include, but are not limited to, loan repayments, the ability to obtain deposits through the adjustment of interest rates and the purchasing of federal funds and borrowings on approved lines of credit at three major domestic banks. At December 31, 2000, the Corporation had not borrowed against these lines of credit. Management feels that its liquidity position is more than adequate and will continue to monitor the position on a monthly basis. The Corporation

11

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY

Management’s Discussion

also has additional borrowing capacity with the Federal Home Loan Bank of Cincinnati, as well as access to the Federal Reserve Discount Window, which provides an additional source of funds. Advances outstanding from the Federal Home Loan Bank at December 31, 2000 amounted to $43.575 million.

      Cash flows generated from operating activities decreased 16.38% to $9.109 million in 2000 compared to $10.893 million in 1999. This decrease is a result of a rise in the cash paid to suppliers and employees, which is more fully explained in the Other Expenses section of this report. Cash flows used in investing activities decreased slightly to $30.441 million in 2000 compared to $30.676 million in 1999. Cash flows provided from financing activities decreased to $15.014 million as compared to $27.396 million in 1999. The Corporation experienced a net decrease in deposits of $9.162 million compared to a net increase in 1999 amounting to $6.394 million. This decrease was offset by a $24.639 million increase in Federal Home Loan Bank borrowings. These borrowings were used to fund an increase in the loan portfolio, which grew $20.940 million in 2000.

Maturities and Sensitivities of Loans to Interest Rates

      The following schedule shows the composition of loans and the percentage of loans in each category at the dates indicated.

							(In Thousands of Dollars)
Years Ended December 31,	2000				1999					1998				1997				1996
Commercial, Financial and Agricultural	$	17,916	4.0	%	$	17,710		4.1	%	$	21,140	5.3	%	$	24,182	6.2	%	$	21,143	5.5	%
Real Estate — Mortgage		267,529	59.3			257,246		59.6			230,664	58.0			211,231	54.5			202,260	53.0
Installment Loans to Individuals		165,266	36.7			156,797		36.3			145,753	36.7			152,110	39.3			158,287	41.5
Total Loans	$	450,711	100.0	%	$	431,753		100.0	%	$	397,557	100.0	%	$	387,523	100.0	%	$	381,690	100.0	%

      The following schedule sets forth maturities based on remaining scheduled repayments of principal for various categories of loans listed above as of December 31, 2000:

			(In Thousands of Dollars)
Types of Loans	1 Year or less			1 to 5 Years		Over 5 Years
Commercial, Financial and Agricultural	$	6,713		$	9,266	$	1,937

      The amounts of commercial, financial and agricultural loans as of December 31, 2000, based on remaining scheduled repayments of principal, are shown in the following table:

			(In Thousands of Dollars)
Loan Sensitivities	1 Year or less			Over 1 Year		Total
Floating or Adjustable Rates of Interest	$	4,634		$	1,996	$	6,630
Fixed Rates of Interest		2,079			9,207		11,286
Total Loans	$	6,713		$	11,203	$	17,916

Loan Portfolio

      Total net loans were $444.596 million at year-end 2000 compared to $425.975 million at year-end 1999. This represents an increase of $18.621 million or 4.37%. Loans comprised 75% of the Bank’s average earning assets in 2000 and 1999. The product mix in the Loan Portfolio shows Commercial Loans comprising 4%, Real Estate Mortgage Loans (Residential and Commercial) 59.3% and Installment Loans to Individuals 36.7% at December 31, 2000 compared with 4.1%, 59.6% and 36.3%, respectively, at December 31, 1999.

      Loans contributed 81.3% of total interest income in 2000 and 82.3% in 1999. Loan yield was 8.50% in 2000, 54 basis points greater than the average rate for total earning assets. Management recognizes that while the Loan Portfolio holds some of the Bank’s highest yielding assets, it is inherently the most risky portfolio. Accordingly, Management attempts to balance credit risk versus return with conservative credit standards. Management has developed and maintains comprehensive underwriting guidelines and a loan review function which monitors credits during and after the approval process. To minimize risks associated with changes in the borrower’s future repayment capacity, the Bank generally requires scheduled periodic principal and interest payments on all types of loans and normally requires collateral.

12

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY

Management’s Discussion

      Installment Loans to Individuals increased from $156.797 million on December 31, 1999 to $165.266 million on December 31, 2000, representing a 5.4% increase. Management continues to target the automobile dealer network to purchase indirect Installment Loans. Dealer paper was purchased using strict underwriting guidelines with an emphasis on quality. Indirect Loans comprise 83.9% of the Installment Loan Portfolio. Net loan losses on the Installment Loan portfolio were $166 thousand in 2000 as compared to $1.059 million in 1999. When these net loan losses are stated as a percentage of average installment loans outstanding, the Bank improved from .66% in 1999 to .11% in 2000. Recoveries on installment loan losses increased $612 thousand primarily due to a favorable insurance settlement.

      Real Estate Mortgage Loans increased to $267.528 million at December 31, 2000, an increase of 4% over 1999. Most of this increase took place in non-residential real estate loans and home equity lines of credit, which increased $6.445 million and $4.275 million respectively. This portfolio consists of $172.554 million of 1-4 family and multi-family residential properties and $94.974 million in non-residential real estate properties, generally made within the Bank’s primary market area. The corporation originated both fixed rate and adjustable rate mortgages during 2000. Fixed rate terms are limited to fifteen year terms while adjustable rate products are offered with maturities up to thirty years.

      Commercial Loans at December 31, 2000 increased slightly from year-end 1999 with outstanding balances of $17.916 million. The Bank’s commercial loans are granted to customers within the immediate trade area of the Bank. The mix is diverse, covering a wide range of borrowers and business types. The Bank monitors and controls concentrations within a particular industry or segment of the economy. These loans are made for purposes such as equipment purchases, capital and leasehold improvements, the purchase of inventory, general working capital purposes and small business lines of credit.

Summary of Loan Loss Experience

      The following is an analysis of the allowance for loan losses for the periods indicated:

								(In Thousands of Dollars)
Years Ended December 31,		2000			1999			1998			1997			1996
Balance at Beginning of Year		$	5,778		$	5,492		$	5,107		$	4,877		$	4,150
Loan Losses:
	Commercial, Financial and Agricultural		(50	)		(395	)		(379	)		(70	)		(122	)
	Real Estate-Mortgage		(343	)		(117	)		78			(12	)		(57	)
	Installment Loans to Individuals		(1,250	)		(1,531	)		(2,671	)		(2,081	)		(819	)
	Total Loan Losses		(1,643	)		(2,043	)		(3,128	)		(2,163	)		(998	)
Recoveries on Previous Loan Losses:
	Commercial, Financial and Agricultural		23			15			3			7			134
	Real Estate-Mortgage		8			32			9			40			57
	Installment Loans to Individuals		1,084			472			394			241			211
	Total Recoveries		1,115			519			406			288			402
Net Loan Losses			(528	)		(1,524	)		(2,722	)		(1,875	)		(596	)
Provision Charged to Operations (1)			865			1,810			3,107			2,105			1,323
Balance at End of Year		$	6,115		$	5,778		$	5,492		$	5,107		$	4,877
Ratio of Net Loan Losses to Average Net Loans and Leases Outstanding			0.12	%		0.37	%		0.70	%		0.49	%		0.16	%

      (1) The provisions for possible credit losses charged to operating expense is based on management’s judgment after taking into consideration all factors connected with the collectability of the existing loan portfolio. Management evaluates the loan portfolio in light of economic conditions, changes in the nature and volume of the loan portfolio, industry standards and other relevant factors. Specific factors considered by management in determining the amounts charged to operating expenses include previous credit loss experience, the status of past due interest and principal payments, the quality of financial information supplied by loan customers and the general condition of the industries in the community to which loans have been made.

13

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY

Management’s Discussion

      Provisions charged to operations amounted to $865 thousand in 2000 and $1.81 million in 1999. The balance in the allowance for credit losses is $6.115 million or 1.36% of loans at December 31, 2000. This ratio has increased from the 1.28% reported at December 31, 1996. The allowance for credit losses as a percentage of nonperforming loans increased substantially from 292.71% at December 31, 1999 to 458.74% in 2000.

      —

      The allowance for possible credit losses has been allocated according to the amount deemed to be reasonably necessary to provide for the possibility of losses being incurred within the following categories of loans as of the dates indicated:

								(In Thousands of Dollars)
December 31,	2000					1999					1998					1997					1996
			Loans					Loans					Loans					Loans					Loans
			to Total					to Total					to Total					to Total					to Total
	Amount		Loans			Amount		Loans			Amount		Loans			Amount		Loans			Amount		Loans
Commercial, Financial and Agricultural	$	549		4.0	%	$	1,182		4.1	%	$	1,156		5.3	%	$	2,240		6.2	%	$	2,856		5.5	%
Real Estate-Mortgage		2,878		59.3			1,493		59.6			1,302		58.0			905		54.5			401		53.0
Installment Loans to Individuals		2,688		36.7			3,103		36.3			3,034		36.7			1,962		39.3			1,620		41.5
	$	6,115		100.0	%	$	5,778		100.0	%	$	5,492		100.0	%	$	5,107		100.0	%	$	4,877		100.0	%

      The allocation of the allowance as shown in the table above should not be interpreted as an indication that charge-offs in 2001 will occur in the same proportions or that the allocation indicates future charge-off trends. Furthermore, the portion allocated to each loan category is not the total amount available for future losses that might occur within such categories since the total allowance is a general allowance applicable to the entire portfolio.

Loan Commitments and Lines of Credit

      In the normal course of business, the banking subsidiary has extended various commitments for credit. Commitments for mortgages, revolving lines of credit and letters of credit generally are extended for a period of one month up to one year. Normally no fees are charged on any unused portion. Normally, an annual fee of two percent is charged for the issuance of a letter of credit.

Risk Elements

      The following table sets forth aggregate loans in each of the following categories for the years indicated:

			(In Thousands of Dollars)
December 31,	2000		1999		1998		1997		1996
Loans Accounted For on a Nonaccrual Basis	$	664	$	1,351	$	1,876	$	2,784	$	1,642
Loans Contractually Past Due 90 Days or More as to Interest or Principal Payments (Not Included in Nonaccrual Loans Above)		669		623		847		713		2,548
Loans Considered Troubled Debt Restructuring (Not Included in Nonaccrual Loans or Contractually Past Due Above)		0		0		0		0		0

      Management is not aware of any loans not included in the table above where serious doubt exists as to the ability of the borrower to comply with the current loan repayment terms.

      Nonaccrual loans are loans which are 90 days past due and with respect to which, in Management’s opinion, collection of interest is doubtful. These loans no longer accrue interest and are accounted for on a cash basis. Loans which are 90 days or more past due but continue to accrue interest are loans which, in Management’s opinion, are well secured and are in the process of collection.

14

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY
Management's Discussion

      As of December 31, 2000, there were no concentrations of loans exceeding 25% of total loans which are not disclosed as a category of loans. As of that date also, there were no other interest-earning assets that are either nonaccrual, past due, restructured or non-performing.

      The following shows the amounts of contracted interest income and interest income reflected in income on loans accounted for on a nonaccrual basis and loans considered troubled debt restructuring for the periods indicated:

	(In Thousands of Dollars)
December 31,	2000		1999		1998		1997		1996
Gross Interest Income That Would have been Recorded if the Loans had been Current in Accordance with Their Original Terms	$	107	$	137	$	197	$	295	$	212
Interest Income Included in Income on the Loans		4		73		44		128		82

Investment Securities

      The investment securities portfolio increased 9.36% or $10.94 million in 2000. Most of this increase was experienced in other securities, which grew $14.418 million. Of this amount, approximately $10 million resulted from a purchase of preferred stock in a U.S. governmental agency that was funded with an advance from the Federal Home Loan Bank. Investments in securities of states and political subdivisions increased slightly to $22.917 million in 2000. The Corporation uses these tax-exempt municipal securities to increase investment yields and as a vehicle to lower our overall income tax rate.

      Our objective in managing the investment portfolio is to preserve and enhance corporate liquidity through investment in short and intermediate term securities which are readily marketable and of the highest credit quality. In general, investment in securities is limited to those funds the bank feels it has in excess of funds used to satisfy loan demand and operating considerations.

      The following table shows the book value of investment securities by type of obligation at the dates indicated:

Type			(In Thousands of Dollars)
	December 31,		2000		1999		1998
	U.S. Treasury Securities and Government Agencies		$	59,982	$	59,859	$	66,250
	Obligations of States and Political Subdivisons			22,917		22,735		20,295
		Mortgage-backed securities		25,948		29,731		35,854
		Other Securities		18,914		4,496		6,280
			$	127,761	$	116,821	$	128,679

      A summary of debt securities held at December 31, 2000, classified according to maturity and including weighted average yield for each range of maturities is set forth below:

				(In Thousands of Dollars)
Type and Maturity Grouping				December 31, 2000
				Book		Weighted
				Value		Average
						Yield (1)
	U.S. Treasury and U.S. Government Agency Securities:
			Maturing Within One Year	$	15,431		5.18	%
			Maturing After One Year But Within Five Years		40,393		6.27	%
			Maturing After Five Years But Within Ten Years		1,051		6.75	%
			Maturing After Ten Years		3,107		8.06	%
			Total U.S. Treasury and U.S. Government Agency Securities	$	59,982		6.09	%
	Mortgaged-Backed Securities
		Maturing Within One Year		$	6		9.29	%
		Maturing After One Year But Within Five Years			1,127		7.32	%
		Maturing After Five Years But Within Ten Years			986		7.41	%
		Maturing After Ten Years			23,829		6.60	%
		Total Obligations of States and Political Subdivisions		$	25,948		6.66	%
	Obligations of States and Political Subdivisions
		Maturing Within One Year		$	642		7.96	%
		Maturing After One Year But Within Five Years			2,386		7.95	%
		Maturing After Five Years But Within Ten Years			5,972		7.35	%
		Maturing After Ten Years			13,917		7.35	%
		Total Obligations of States and Political Subdivisions		$	22,917		7.43	%
	Corporate Debt Securities
		Maturing After One Year But Within Five Years		$	4,513		7.36	%

      (1) The weighted average yield has been computed by dividing the total interest income adjusted for amortization of premium or accretion of discount over the life of the security by the par value of the securities outstanding. The weighted average yield of tax-exempt obligations of states and political subdivisions has been calculated on a fully taxable equivalent basis. The amounts of adjustments to interest which are based on the statutory tax rate of 34% were $17.266 thousand, $63.696 thousand, $145.777 thousand and $346.390 thousand for the four ranges of maturities.

15

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY

Management’s Discussion

Deposits

      Deposits represent the Corporation’s principal source of funds. The deposit base consists of demand deposits, savings and money market accounts and other time deposits. During the year, the Corporation’s average total deposits increased slightly from $466.821 million in 1999 to $470.931 million in 2000. A decrease of $6.387 million in time deposits was offset with a $9.898 increase in savings and interest-bearing demand deposits.

Average Deposits

      The following table shows the classification of average deposits for the periods indicated:

	(In Thousands of Dollars)
Average Balances
on December 31,	2000		1999		1998
Noninterest-Bearing Demand Deposits	$	46,948	$	46,349	$	43,682
Interest-Bearing Demand Deposits		77,998		72,887		66,194
Savings Deposits		128,006		123,219		109,719
Time Deposits		217,979		224,366		234,518
Total Average Deposits	$	470,931	$	466,821	$	454,113

      The following shows the average rate paid on the following deposit categories for the periods indicated:

Years ended December 31,	2000			1999			1998
Interest-Bearing Demand Deposits		1.65	%		1.64	%		2.10	%
Savings		3.00	%		2.72	%		2.72	%
Time Deposits		5.63	%		5.30	%		5.71	%

      The steady increase in total deposits over the years reflects managements’ efforts to continue to insure the growth of the bank and to maintain a viable banking institution. During 2000, the bank has attracted deposits due to its effort to remain competitive in the local community as to rates paid for all types of deposits particularly in the time deposit area. The bank has been at or near the top in interest rates paid to depositors throughout 2000.

Capital Resources

      The capital management function is a continuous process which consists of providing capital for both the current financial position and the anticipated future growth of the Corporation. Important to this process is internal equity generation, particularly through earnings retention. Internal capital generation is measured as the percent of return on equity multiplied by the percent of earnings retained. The return on average equity was 8.37%, 9.62% and 8.99% for 2000, 1999 and 1998, respectively. Total cash dividends declared in 2000 represented 82.99% of net income as compared to 57.87% in 1999 and 53.93% in 1998. The resulting internal equity growth percentage amounted to 1.59% in 2000 as compared to 4.05% in 1999 and 4.14% in 1998.

      The bank subsidiary, as a national bank, is subject to the dividend restrictions set forth by the Comptroller of the Currency. The Comptroller of the Currency must approve declaration of any dividends in excess of the sum of profits for the current year and retained net profits for the preceding two years (as defined). As of December 31, 2000 the bank subsidiary had $26.55 million not available for distribution to the company as dividends without prior approval of the Comptroller of the Currency. The bank subsidiary is also required to maintain minimum amounts of capital to total “risk weighted” assets, as defined by the banking regulators. At December 31, 2000, the bank subsidiary is required to have a minimum Tier 1 and Total Capital ratios of 4.00% and 8.00%, respectively. The bank subsidiary’s actual Tier 1 and Total Capital ratios at that date were 15.48% and 16.73% respectively. The bank subsidiary’s leverage ratio at December 31, 2000 was 10.88%.

Audit

      The Company’s internal auditor, who is responsible to the Audit Committee of the Board of Directors, reviews the results and performance of operating units within the Company for adequacy, effectiveness and reliability of accounting and reporting systems, as well as managerial and operating controls.

      The Company utilizes the services of an internal audit outsourcing firm to assist the internal auditor in developing and implementing a comprehensive internal audit plan and program.

      The Audit Committee consists of four non-employee directors whose duties include: consideration of the adequacy of the internal controls of the Company and the objectivity of financial reporting; inquiry into the number, extent, adequacy and validity of regular and special audits conducted by independent public accountants and the internal auditors; the recommendation to the Board of Directors of independent accountants to conduct the normal annual audit and special purpose audits as may be required; and reporting to the Board of Directors the Committee’s findings and any recommendation for changes in scope, methods or procedures of the auditing functions. The Audit Committee held four meetings during 2000.

16

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY

Management’s Discussion

Compliance

      There are many activities in today’s banking that are subject to compliance regulations. It is a very large task to implement the many requirements of compliance and to determine that all requirements are met. For example, many of the forms used in opening deposit accounts and loan accounts must subscribe to standards of format that ensures that information solicited from customers and information to be disclosed to customers is in conformance with regulations that are designed to protect and to inform the customer.

      It is an ongoing task to absorb the many changes that take place during the course of the year and to implement them in the banking system. To do this, it is necessary to provide training to bank personnel. The training segment of compliance has become extremely important in recent years. Scarcely a month goes by without some form of formal training taking place in our bank.

      From training, compliance objectives follow to monitoring or testing procedures. Monitoring can focus on a broad range of compliance issues and procedures, or it can be applied to limited areas. Often, the extent of monitoring relates to the complexity or length of the regulation. Upon the completion of monitoring projects, areas where training is needed may be revealed. The cycle of training, to monitoring, to training is ever continuing.

      It is our bank’s mission to keep our employees well informed. We urge them to ask questions and to use initiative in becoming informed, as compliance regulations have become very complex. This all translates into efficient and better service for our customers.

QUARTERLY FINANCIAL DATA

		(In Thousands except Per Share Data)
Quarter Ended 2000		March 31		June 30		September 30			December 31
Total interest income		$	11,112	$	11,403	$	11,697		$	11,630
Total interest expense			5,068		5,221		5,528			5,733
Net interest income			6,044		6,182		6,169			5,897
Provision for credit losses			360		360		(65	)		210
Non-interest income			610		680		815			887
Non-interest expense			4,289		4,322		4,174			5,238
Income before federal income taxes			2,005		2,180		2,875			1,336
Federal income taxes			610		629		846			563
Net income		$	1,395	$	1,551	$	2,029		$	773
Per share data:
	Net income	$	0.12	$	0.14	$	0.17		$	0.07
	Dividends	$	0.12	$	0.13	$	0.13		$	0.13

		(In Thousands except Per Share Data)
Quarter Ended 1999		March 31		June 30		September 30		December 31
Total interest income		$	10,331	$	10,583	$	10,812	$	10,905
Total interest expense			4,523		4,543		4,663		4,924
Net interest income			5,808		6,040		6,149		5,981
Provision for credit losses			510		430		510		360
Non-interest income			593		623		622		712
Non-interest expense			3,950		4,023		3,921		3,970
Income before federal income taxes			1,941		2,210		2,340		2,363
Federal income taxes			581		675		686		753
Net income		$	1,360	$	1,535	$	1,654	$	1,610
Per share data:
	Net income	$	0.12	$	0.14	$	0.15	$	0.14
	Dividends	$	0.09	$	0.10	$	0.11	$	0.12

17

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY

Stock Prices and Dividends

Information as to Stock Prices and Dividends

      The common stock of the Corporation trades on the OTC Bulletin Board under the symbol FMNB. There are approximately seven local and/or regional brokerage firms that are known to be relatively active in trading the Corporation’s common stock. Set forth in the accompanying table are per share prices at which common stock of the Corporation has actually been purchased and sold in transactions during the periods indicated, to the knowledge of the corporation. Also included in the table are dividends per share paid on the outstanding common stock and any stock dividends paid. As of December 31, 2000, there were 3,585 shareholders of record of common stock.

Market and Dividend Summary

Dividend Date	High		Low		Dividend
March 1999	$	44.00	$	41.00	$	0.19
June 1999		43.50		33.00		0.20
September 1999		37.00		29.50		0.21
October 1999					2-for-1 Stock Split
November 1999					2% Stock Dividend
December 1999		16.50		12.38		0.12
March 2000		14.00		13.50		0.12
June 2000		13.88		10.25		0.13
September 2000					2% Stock Dividend
September 2000		14.00		7.25		0.13
December 2000		9.88		7.13		0.13

18

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY
Independent Auditors’ Report

           January 31, 2001

[HBK LOGO]
Hill, Barth & King LLC
Park Place South, Suite 200
155 South Park Avenue
Warren, Ohio 44481
(330) 394-3773 PHONE
(330) 395-3713 FAX

Board of Directors
Farmers National Banc Corp.
Canfield, Ohio

Independent Auditors’ Report

      We have audited the accompanying consolidated balance sheets of Farmers National Banc Corp. and subsidiary as of December 31, 2000 and 1999 and the related consolidated statements of income and comprehensive income, stockholders equity and cash flows for each of the three years in the period ended December 31, 2000. We did not audit the consolidated balance sheet of Security Financial Corp., a company acquired during 2000 in a transaction accounted for as a pooling of interests, as of December 31, 1999, and the related consolidated statements of income, stockholders equity and cash flows for each of the two years in the period ended December 31, 1999, as discussed in Note B. Such statements are included in the consolidated financial statements of Farmers National Banc Corp. and reflect total assets of 29% for the year ended December 31, 1999, and total interest income of 28% and 30% for the years ended December 31, 1999 and 1998, respectively, of the related consolidated totals. These statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to amounts included for Security Financial Corp. is based solely upon the report of the other auditors. These consolidated financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

      We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, based upon our audits and the report of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Farmers National Banc Corp. and subsidiary as of December 31, 2000 and 1999 and the consolidated results of their operations and their consolidated cash flows for each of the three years in the period ended December 31, 2000 in conformity with generally accepted accounting principles.

/s/ Hill, Barth & King LLC                                   
Certified Public Accountants                                

19

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY

Consolidated Balance Sheets

					(In Thousands of Dollars)
December 31,					2000			1999
ASSETS
	Cash and due from banks				$	23,350		$	28,255
	Federal funds sold					11,358			12,771
				TOTAL CASH AND CASH EQUIVALENTS		34,708			41,026
	Long-term interest bearing deposits					99			199
	Securities available for sale					127,761			116,821
	Loans					450,711			431,753
	Less allowance for credit losses					6,115			5,778
			NET LOANS			444,596			425,975
	Premises and equipment, net					12,549			13,002
	Other assets					6,409			6,775
					$	626,122		$	603,798
LIABILITIES AND STOCKHOLDERS EQUITY
	Deposits (all domestic):
		Noninterest-bearing			$	48,935		$	47,663
		Interest-bearing				419,401			429,166
				TOTAL DEPOSITS		468,336			476,829
Borrowings:
	U. S. Treasury interest-bearing demand note					1,009			800
	Securities sold under repurchase agreements					39,099			37,417
	Federal Home Loan Bank advances					43,575			18,936
				TOTAL BORROWINGS		83,683			57,153
Other liabilities and deferred credits						3,270			3,581
				TOTAL LIABILITIES		555,289			537,563
Stockholders Equity:
Common Stock - Authorized 12,500,000 shares; issued and outstanding 11,604,252 in 2000 and 11,209,669 in 1999						49,451			45,155
Retained earnings						22,226			22,709
Accumulated other comprehensive income (loss)						372			(1,537	)
Treasury stock, at cost; 87,835 shares in 2000 and 4,976 shares in 1999						(1,216	)		(92	)
				TOTAL STOCKHOLDERS EQUITY		70,833			66,235
					$	626,122		$	603,798

See accompanying notes to consolidated financial statements.

20

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY

Consolidated Statements of Income and Comprehensive Income

				(In Thousands except Per Share Data)
Years ended December 31,				2000		1999			1998
INTEREST INCOME
	Interest and fees on loans			$	37,252	$	35,105		$	34,440
	Interest and dividends on securities:
		Taxable interest			5,733		5,480			5,599
		Nontaxable interest			1,167		1,129			961
		Dividends			627		263			211
	Interest-bearing deposits in other banks				22		51			33
	Interest on federal funds sold				1,041		603			640
			TOTAL INTEREST INCOME		45,842		42,631			41,884
INTEREST EXPENSE
	Deposits				17,389		16,441			17,763
	Borrowings				4,161		2,212			1,465
			TOTAL INTEREST EXPENSE		21,550		18,653			19,228
			NET INTEREST INCOME		24,292		23,978			22,656
	Provision for credit losses				865		1,810			3,107
			NET INTEREST INCOME AFTER
			PROVISION FOR CREDIT LOSSES		23,427		22,168			19,549
OTHER INCOME
	Service charges on deposit accounts				1,857		1,789			1,771
	Investment security gains (losses)				34		(4	)		56
	Gain on sale of mortgage loans, net				4		12			46
	Brokerage income				210		148			95
	Other operating income				887		605			614
			TOTAL OTHER INCOME		2,992		2,550			2,582
					26,419		24,718			22,131
OTHER EXPENSES
	Salaries and employee benefits				8,870		8,245			7,686
	Net occupancy expense of premises				1,039		953			895
	Furniture and equipment expense, including depreciation				1,179		1,102			959
	State and local taxes				767		783			776
	Merger related expense				1,192		0			0
	Other operating expenses				4,976		4,781			4,228
			TOTAL OTHER EXPENSES		18,023		15,864			14,544
			INCOME BEFORE FEDERAL INCOME TAXES		8,396		8,854			7,587
FEDERAL INCOME TAXES					2,648		2,695			2,319
			NET INCOME	$	5,748	$	6,159		$	5,268
OTHER COMPREHENSIVE INCOME, NET OF TAX:
	Unrealized gains (losses) on securities				1,909		(2,067	)		(11	)
			COMPREHENSIVE INCOME	$	7,657	$	4,092		$	5,257
NET INCOME PER SHARE				$	0.50	$	0.55		$	0.47

See accompanying notes to consolidated financial statements

21

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY

Consolidated Statements of Stockholders’ Equity

				(In Thousands of Dollars)
Years ended December 31,				2000			1999			1998
COMMON STOCK
	Balance at beginning of year			$	45,155		$	38,455		$	25,625
	Reclassification for change to no par common stock				0			0			4,977
	Stock options exercised				89			27			0
	Stock dividend, including fractional shares				1,461			2,914			3,804
	Common stock issued				2,746			3,759			4,049
	Balance at end of year				49,451			45,155			38,455
CAPITAL SURPLUS
	Balance at beginning of year				0			0			4,977
	Reclassification for change to no par common stock				0			0			(4,977	)
	Balance at end of year				0			0			0
RETAINED EARNINGS
	Balance at beginning of year				22,709			23,033			24,413
	Net income				5,748			6,159			5,268
	Dividends declared:
		$.51 cash dividends per share in 2000, $.42 in 1999 and $.34 in 1998			(4,770	)		(3,564	)		(2,841	)
	Stock dividends				(1,461	)		(2,919	)		(3,807	)
	Balance at end of year				22,226			22,709			23,033
ACCUMULATED OTHER COMPREHENSIVE INCOME
	Balance at beginning of year				(1,537	)		530			541
	Net change in unrealized appreciation (depreciation) on
	available for sale securities, net of income taxes				1,909			(2,067	)		(11	)
	Balance at end of year				372			(1,537	)		530
TREASURY STOCK, AT COST
	Balance at beginning of year				(92	)		0			0
	Treasury shares acquired				(1,124	)		(92	)		0
	Balance at end of year				(1,216	)		(92	)		0
			TOTAL STOCKHOLDERS EQUITY AT END OF YEAR	$	70,833		$	66,235		$	62,018

See accompanying notes to consolidated financial statements

22

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY

Consolidated Statements of Cash Flows

				(In Thousands of Dollars)
Years ended December 31,				2000			1999			1998
CASH FLOWS FROM OPERATING ACTIVITIES
	Interest received			$	47,373		$	44,791		$	43,795
	Fees and commissions received				2,929			2,518			2,457
	Mortgage loans originated for sale				(205	)		(316	)		(2,402	)
	Proceeds from sales of mortgage loans				209			182			2,448
	Interest paid				(21,249	)		(18,619	)		(19,307	)
	Cash paid to suppliers and employees				(16,927	)		(15,114	)		(13,727	)
	Income taxes paid				(3,021	)		(2,549	)		(2,533	)
			NET CASH PROVIDED BY OPERATING ACTIVITIES		9,109			10,893			10,731
CASH FLOWS FROM INVESTING ACTIVITIES
	Decrease (increase) in interest-bearing time deposits maturing in more than 90 days				100			199			(398	)
	Proceeds from maturities of investment securities available for sale				23,534			36,349			30,426
	Proceeds from sales of investment securities available for sale				2,483			11,704			5,389
	Purchases of securities available for sale				(34,921	)		(40,340	)		(55,333	)
	Net increase in loans made to customers				(20,940	)		(37,565	)		(13,100	)
	Purchases of premises and equipment				(697	)		(1,023	)		(3,004	)
			NET CASH USED IN INVESTING ACTIVITIES		(30,441	)		(30,676	)		(36,020	)
CASH FLOWS FROM FINANCING ACTIVITIES
	Net increase (decrease) in deposits				(9,162	)		6,394			19,253
	Net increase in short-term borrowings				1,891			7,467			9,782
	Net increase in Federal Home Loan Bank Borrowings				24,639			13,593			731
	Purchase of Treasury Stock				(1,088	)		(92	)		0
	Dividends paid				(4,101	)		(3,747	)		(3,201	)
	Proceeds from stock options				89			27			0
	Proceeds from sale of common stock				2,746			3,754			4,049
			NET CASH PROVIDED BY FINANCING ACTIVITIES		15,014			27,396			30,614
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS					(6,318	)		7,613			5,325
CASH AND CASH EQUIVALENTS
	Beginning of year				41,026			33,413			28,088
	End of year			$	34,708		$	41,026		$	33,413
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATIONS
	Net income			$	5,748		$	6,159		$	5,268
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation			864			799			808
		Amortization and accretion			2,242			2,039			1,825
		Provision for credit losses			865			1,810			3,107
		(Gain) Loss on sale of investment securities			(34	)		4			(56	)
		Other			(575	)		82			(221	)
			NET CASH PROVIDED BY OPERATING ACTIVITIES	$	9,109		$	10,893		$	10,731
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
	Supplemental schedule of noncash investing and financing activities:
		Unrealized loss on available for sale securities		$	734		$	2,696		$	555
		Real estate acquired by issuing note payable			0			0			650
		Merger related transfer of equity securities to treasury stock			37			0			0

See accompanying notes to consolidated financial statement

23

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

December 31, 2000, 1999, and 1998

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principals of Consolidation:

     The consolidated financial statements include the accounts of the company and its wholly-owned subsidiary, The Farmers’ National Bank of Canfield. All significant intercompany balances and transactions have been eliminated.

Nature of Operations:

     The Company’s wholly owned subsidiary, The Farmers National Bank of Canfield, operates under a national bank charter and provides full banking services. As a national bank, the Bank is subject to regulation of the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. The area served by the Bank is the northeastern region of Ohio and service is provided at seventeen (17) locations.

Estimates:

     The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents:

     Cash and cash equivalents include cash on hand, due from banks and federal funds sold. Generally, federal funds are purchased and sold for one-day periods.

Securities Available for Sale:

     Securities available for sale are carried at fair value. Fair value is based on market price if available. If market price is not available, fair value is based on broker quotations. Deferred income taxes are provided on any unrealized appreciation or decline in value. Such appreciation or decline in value, net of deferred taxes, is reflected as a separate component of stockholders equity. Gains and losses are determined using the specific identification method. The company does not utilize a trading account.

Loans:

     Interest on loans is accrued and credited to income based on the principal amount outstanding. The accrual of interest income is ordinarily discontinued when a loan becomes 90 days past due as to principal or interest; however, management may elect to continue the accrual when the estimated net realizable value of collateral is sufficient to cover the principal balance and the accrued interest. When interest accruals are discontinued, interest credited to income in the current year is reversed. When the loan is determined to be uncollectible, interest accrued in prior years and the principal are charged to the allowance for loan losses. This policy applies to the bank’s installment, real estate and commercial loans. Loans held for sale are reported at the lower of cost or market, on an aggregate basis.

Loan Origination Fees and Costs:

     Loan origination fees and certain direct origination costs are capitalized and recognized as an adjustment of the yield on the related loan.

Impaired Loans:

     Impaired loans are classified according to the Financial Accounting Standards Board Statement 114, “Accounting by creditors for impairment of loans”. Under this standard, the reserve for loan losses related to loans that are considered impaired is based on discounted cash flows using the loan’s initial effective interest rate and the fair value of the collateral for certain collateral dependent loans.

Allowance for Credit Losses:

     The allowance for credit losses represents the amounts which, in management’s judgment, are adequate to absorb charge-offs of existing loans which may become uncollectible. The allowance is based on management’s judgment taking into consideration past loss experience, reviews of individual credits, current economic conditions and other factors considered relevant by management at the financial statement date. While management uses the best information available to establish the allowance, future adjustments to the allowance may be necessary, which may be material, if economic conditions differ substantially from the assumptions used in estimating the allowances. If additions to the original estimate of the allowance for credit losses are deemed necessary, they will be reported in earnings in the period in which they become reasonably estimable.

24

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Premises and Equipment:

      Premises and equipment are stated at cost. Depreciation is computed on the straight-line method.

Intangibles:

      Purchased intangibles, primarily goodwill and core deposit value, are recorded at cost and amortized over the estimated life. Goodwill is being amortized over 15 years and the core deposit is being amortized over 8 years. Intangible amortization of $97,000 was recorded in 2000, 1999 and 1998.

Income Taxes:

      Income taxes, based on filing a consolidated return with the Company’s subsidiary, are provided for amounts currently due and deferred amounts arising from temporary differences between the financial accounting and income tax basis of assets and liabilities. Deferred taxes are computed on the liability method as prescribed in Statement of Financial Accounting Standards (SFAS) No. 109, “Accounting for Income Taxes”.

Advertising:

      The company expenses the costs of advertising as incurred. Advertising expense for the years ended December 31, 2000, 1999 and 1998 was $399 thousand, $417 thousand and $406 thousand, respectively.

Per Share Amounts:

      Earnings per share are based on weighted average shares outstanding. Average shares outstanding, per share amounts and reference to number of shares in notes to consolidated financial statements have been restated to give effect to stock dividends. Weighted average shares outstanding were 11,442,895 for 2000, 11,299,103 for 1999 and 11,110,852 for 1998.

Comprehensive Income:

      Effective January 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income” (“SFAS 130”) which establishes new rules for the reporting and display of comprehensive income and its components. The adoption had no impact on the company’s net income or stockholders equity. SFAS 130 requires unrealized gains or losses on the Company’s available for sale securities to be included in other comprehensive income.

Reclassifications:

      The consolidated financial statements for 1999 have been reclassified to conform with the presentation for 2000. Such reclassifications had no effect on net results from operations.

NOTE B — MERGER

      On November 30, 2000, Security Financial Corp. merged with and into Farmers National Banc Corp. in a tax-free exchange with a total of 3.6 million Farmers shares issued in the merger. Security Financial Corp. was a $170 million bank holding company with five banking offices and one drive-thru branch located in Trumbull County, Ohio. Its subsidiary, Security Dollar Bank, was merged into Farmers National Bank on December 29, 2000. The merger was accounted for under the pooling-of-interests accounting method. Accordingly, all financial information has been restated to include the historical information of the merged entities. There were no material transactions between Farmers National Banc Corp. and Security Financial Corp. prior to the merger and there were no material adjustments to conform the accounting policies of the combining companies.

      The net interest income and net income previously reported by the separate companies and the combined amounts presented in the accompanying Consolidated Statements of Income and Comprehensive Income are as follows:

	Nine Months
	Ended		Year Ended
	Sept. 30, 2000		December 31,
	(Unaudited)		1999		1998
Net Interest Income Farmers National Banc Corp.	$	13,869	$	17,937	$	16,491
Security Financial Corp.		4,508		6,041		6,165
Combined	$	18,377	$	23,978	$	22,656
Net Income Farmers National Banc Corp.	$	4,457	$	5,524	$	5,115
Security Financial Corp.		518		635		153
Combined	$	4,975	$	6,159	$	5,268

25

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements

NOTE C — SECURITIES AVAILABLE FOR SALE

      Securities available for sale at December 31, 2000 and 1999 are summarized as follows:

	(In Thousands of Dollars)
	2000		1999
U.S. Treasury and U.S. Government agencies	$	59,982	$	59,859
Corporate debt securities		4,513		188
Mortgage-backed securities		25,948		29,731
Obligations of states and political subdivisions		22,917		22,735
Total debt securities		113,360		112,513
Equity securities		14,401		4,308
TOTALS	$	127,761	$	116,821

      Net unrealized gains (losses) for securities available for sale at December 31, 2000 and 1999 are summarized below:

				(In Thousands of Dollars)
									NET
									UNREALIZED
				UNREALIZED		UNREALIZED			GAINS
December 31, 2000				GAINS		LOSSES			(LOSSES)
U.S. Treasury and U.S. Government agencies				$	705	$	(325	)	$	380
Corporate debt securities					87		(24	)		63
Mortgage-backed securities					170		(161	)		9
Obligations of states and political subdivisions					225		(179	)		46
	Total debt securities				1,187		(689	)		498
	Equity securities				111		(45	)		66
			TOTALS	$	1,298	$	(734	)	$	564
December 31, 1999
U.S. Treasury and U.S. Government agencies				$	52	$	(891	)	$	(839	)
Corporate debt securities					0		(7	)		(7	)
Mortgage-backed securities					29		(631	)		(602	)
Obligations of states and political subdivisions					42		(1,168	)		(1,126	)
Total debt securities					123		(2,697	)		(2,574	)
Equity securities					245		0			245
		TOTALS		$	368	$	(2,697	)	$	(2,329	)

      The fair value and amortized cost of debt securities available for sale by contractual maturities at December 31, 2000 are summarized below. Mortgage-backed securities are not due at a single maturity date; periodic payments are received on the securities based on the payment patterns of the underlying collateral. For purposes of the maturity table, mortgage-backed seccurities have been allocated over the maturity groupings based on the final maturities of the securities. These securities may mature earlier than their final maturities because of principal prepayments.

		(In Thousands of Dollars)
		FAIR		AMORTIZED
		VALUE		COST
Due in 1 year or less		$	15,080	$	15,123
Due after one year through five years			48,158		47,469
Due after five years through ten years			8,008		7,928
Due after ten years			42,114		42,342
	TOTALS	$	113,360	$	112,862

      Securities with a carrying value of $68 million at December 31, 2000 and $67 million at December 31, 1999 were pledged to secure deposits in accordance with federal and state requirements and to secure repurchase agreements sold.

NOTE D — LOANS

      Following is a summary of loans:

			(In Thousands of Dollars)
December 31,			2000		1999
Real Estate – Mortgage			$	268,320	$	257,969
Installment Loans to Individuals				162,675		154,420
Commercial, Financial and Agricultural				17,916		17,710
	Subtotal			448,911		430,099
Net origination and deferred loan fees				1,800		1,654
		TOTAL LOANS	$	450,711	$	431,753

      Nonperforming loans have not been separately classified because such loans are not material compared to total loans and nonaccrued interest is not material in relation to net income.

26

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements

      Certain directors, executive officers and associates of such persons were loan customers during 2000. Such loans were made in the ordinary course of business under normal credit terms and do not represent more than a normal risk of collection. Following is an analysis of the amount of loans in which the aggregate of the loans to any such person exceeded $60 thousand during 2000:

	(In Thousands of Dollars)
Total loans at December 31, 1999	$	1,077
New loans		767
Repayments		(416	)
Total loans at December 31, 2000	$	1,428

NOTE E — ALLOWANCE FOR CREDIT LOSSES

      Following is an analysis of changes in the allowance for credit losses for the years ended December 31:

			(In Thousands of Dollars)
			2000			1999			1998
Balance at beginning of year			$	5,778		$	5,492		$	5,107
Additions:
	Provision for credit losses			865			1,810			3,107
Recoveries on loans previously charged off				1,115			519			406
		TOTAL ADDITIONS		7,758			7,821			8,620
Credits charged off				(1,643	)		(2,043	)		(3,128	)
Balance at end of year			$	6,115		$	5,778		$	5,492

      The allowance for federal income tax purposes amounted to $1.8 million at December 31, 2000 which is $4.315 million less than the allowance for financial accounting purposes.

NOTE F — PREMISES AND EQUIPMENT

      Following is a summary of premises and equipment:

		(In Thousands of Dollars)
December 31,		2000			1999
Land		$	2,665		$	2,672
Premises			11,416			11,742
Equipment			5,658			7,897
Leasehold Improvements			195			192
			19,934			22,503
Less accumulated depreciation			(7,385	)		(9,501	)
	NET BOOK VALUE	$	12,549		$	13,002

      Depreciation expense was $864 thousand for the year ended December 31, 2000, $727 thousand for 1999 and $736 thousand for 1998.

NOTE G — INTEREST-BEARING DEPOSITS

      Following is a summary of scheduled maturities of certificates of deposit during the years following December 31, 2000:

		(In Thousands of Dollars)
2001		$	149,521
2002			37,105
2003			4,260
2004			2,330
2005 and thereafter			10,307
	TOTAL	$	203,523

      Following is a summary of certificates of deposit of $100 thousand or more by remaining maturities as of December 31, 2000:

		(In Thousands of Dollars)
Three months or less		$	17,510
Three to six months			11,102
Six to twelve months			12,214
Over twelve months			9,995
	TOTAL	$	50,821

27

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements

NOTE H — SECURITIES SOLD UNDER REPURCHASE
AGREEMENTS AND UNUSED LINES OF CREDIT

      The bank subsidiary enters into sales of securities under repurchase agreements (reverse repurchase agreements). The securities, although held in safekeeping outside the bank subsidiary, were under the bank subsidiary’s control. The outstanding balances and related information are summarized as follows:

		(In Thousands of Dollars)
		2000				1999
Book value including accrued interest	$		47,904		$		48,415
Market value			47,455				47,593
Maximum month end balance during the year			43,084				39,432
Average balance during the year			39,705				35,140
Average year end interest rate			5.42	%			4.30	%
Average interest rate during the year			5.08	%			3.98	%

      The bank subsidiary has access to borrowing facilities at the Federal Home Loan Bank, which totaled $63.672 million at December 31, 2000.

NOTE I — FEDERAL HOME LOAN BANK ADVANCES

      Federal Home Loan Bank advances at December 31, 2000 are secured by a blanket pledge of residential mortgage loans totaling $54.469 million and the Bank’s investment in FHLB stock.

	December 31,
	2000					1999
			Weighted					Weighted
			Average					Average
(In Thousands of Dollars)	Amount		Rate			Amount		Rate
Fixed-rate advances	$	39,559		6.64	%	$	12,490		6.42	%
Variable-rate advances		4,016		5.38	%		6,446		5.42	%
Total advances	$	43,575		6.52	%	$	18,936		6.08	%

      Scheduled repayments of FHLB advances are as follows:

Maturing in:		(In Thousands of Dollars)
2001		$	18,467
2002			14,503
2003			2,464
2004			1,266
2005			1,050
Later years			5,825
	TOTAL	$	43,575

NOTE J — COMMITMENTS AND CONTINGENT LIABILITIES

      The bank subsidiary utilizes equipment and leases a branch location under a noncancelable operating lease extending to 2004. Rental expense charged to operations totaled $36 thousand for 2000, $36 thousand for 1999 and $82 thousand for 1998. Following is a summary of future minimum rental payments under operating leases that have initial or remaining noncancelable terms in excess of one year as of December 31, 2000:

Year ending:		(In Thousands of Dollars)
December 31, 2001		$	36
December 31, 2002			36
December 31, 2003			36
December 31, 2004			30
	TOTAL	$	138

      The bank subsidiary is required to maintain noninterest-bearing reserve balances with the Federal Reserve Bank. The average reserve balance was $12.489 million in 2000 and $11.552 million in 1999.

      The bank subsidiary is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and financial guarantees. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized on the consolidated balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement the bank subsidiary has in particular classes of financial instruments.

      The bank subsidiary’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit and financial guarantees written is represented by the contractual notional amount of those instruments. The bank subsidiary uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

	(In Thousands of Dollars)
CONTRACT OR NOTIONAL AMOUNT	2000		1999
Financial instruments whose contract amounts represent credit risk:
Commitments to extend credit	$	42,250		$	43,433
Standby letters of credit and financial guarantees written	$	742		$	1,274

28

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements

      Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. 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. The bank subsidiary evaluates customers creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the bank subsidiary upon extension of credit, is based on management’s credit evaluation of the counter-party. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment and income producing commercial properties.

      Standby letters of credit and financial guarantees written are conditional commitments issued by the bank subsidiary to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

      Most of the bank subsidiary’s business activity is with a diversified customer base located within Mahoning, Trumbull and Columbiana Counties in Ohio. The concentrations of credit by type of loan are presented in Note D.

NOTE K — STOCKHOLDERS EQUITY

      In December 1998, the Board of Directors adopted an incentive stock option plan for the Directors, officers and employees which was approved by stockholders at their annual meeting on March 25, 1999. An aggregate of 375,000 common shares were reserved for future issuance under the plan. The incentive stock options have expiration terms of ten years subject to certain extensions and early terminations. The per share exercise price of an incentive stock option shall be, at a minimum, equal to the fair value of a share of common stock on the date the incentive stock option is granted. At December 31, 2000, no options were outstanding. Stock options exercised in 2000 and 1999 were from the stock option plan of Security Financial Corp., which terminated upon the merger with the company.

      The company accounts for stock based compensation using the intrinsic value method prescribed by Accounting Principles Board Opinion No.25, “Accounting for Stock Issued to Employees” and related interpretations, under which no compensation cost for stock options is recognized for stock option awards granted at or above fair market value. Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” established accounting and disclosure requirements using a fair-value-based method of accounting for stock-based employee compensation plans. As options are granted, the Company has elected to remain on its current method of accounting as described above, and has adopted the disclosure requirements of SFAS No.123.

NOTE L — REGULATORY MATTERS

      The bank subsidiary, as a national bank, is subject to the dividend restrictions set forth by the Comptroller of the Currency. The Comptroller of the Currency must approve declaration of any dividends in excess of the sum of profits for the current year and retained net profits for the preceding two years (as defined). As of December 31, 2000, the bank subsidiary had $16.26 million of retained earnings available for distribution and $26.55 million not available for distribution to the company as dividends without prior approval of the Comptroller of the Currency.

      The bank subsidiary is subject to various regulatory capital requirements administered by the federal banking agencies. 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 bank subsidiary’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the bank subsidiary must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The bank subsidiary’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

      Quantitative measures established by regulation to ensure capital adequacy require the bank subsidiary to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). Management believes, as of December 31, 2000, that the bank subsidiary meets all capital adequacy requirements to which it is subject.

      As of December 31, 2000, the most recent notification from the Office of the Comptroller of the Currency categorized the bank subsidiary as “well capitalized” under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s capital category.

29

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements

      The following table reflects various measures of capital at year-end:

	(In Thousands of Dollars)
						Requirement					To be "Well Capitalized"
						For Capital					Under Prompt Corrective
	Actual					Adequacy Purposes:					Action Provisions:
	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of December 31, 2000
Total Capital (to Risk-Weighted Assets)	$	72,895		16.73	%	$	34,858		8.00	%	$	43,572		10.00	%
Tier I Capital (to Risk-Weighted Assets)	$	67,440		15.48	%	$	17,429		4.00	%	$	26,143		6.00	%
Tier I Capital (to Average Assets)	$	67,440		10.88	%	$	24,792		4.00	%	$	30,990		5.00	%
As of December 31, 1999
Total Capital (to Risk-Weighted Assets)	$	67,273		16.45	%	$	32,711		8.00	%	$	40,888		10.00	%
Tier I Capital (to Risk-Weighted Assets)	$	62,154		15.20	%	$	16,355		4.00	%	$	24,533		6.00	%
Tier I Capital (to Average Assets)	$	62,154		10.43	%	$	23,831		4.00	%	$	29,788		5.00	%

NOTE M — RETIREMENT PLAN

      The company has a qualified 401(k) deferred compensation, noncontributory Retirement Savings Plan. All employees of the bank who have completed at least one year of service and meet certain other eligibility requirements are eligible to participate in the plan. Under the terms of the Plan, employees may voluntarily defer a portion of their annual compensation, not to exceed 15%, pursuant to section 401(k) of the Internal Revenue Code. The company matches a percentage of the participants’ voluntary contributions up to 6% of gross wages.

      In addition, at the discretion of the Board of Directors, the company may make an additional profit sharing contribution to the plan. Total contributions were $386 thousand, $362 thousand and $304 thousand for the years ended December 31, 2000, 1999 and 1998, respectively. These contributions include the cost of Security Dollar Bank’s retirement plan, which is in the process of being merged into the company’s plan.

NOTE N — FEDERAL INCOME TAXES

      The provision for income taxes (credit) consists of the following:

Years ended December 31		2000			1999			1998
Current		$	2,733		$	2,814		$	2,351
Deferred			(85	)		(119	)		(32	)
	TOTALS	$	2,648		$	2,695		$	2,319

      Following is a reconciliation between federal income taxes at statutory rates and acutal taxes based on income before federal income taxes:

Years ended
December 31		2000						1999						1998
					Percent						Percent						Percent
					of Pretax						of Pretax						of Pretax
		Amount			Income			Amount			Income			Amount			Income
Statutory tax		$	2,938			35	%	$	3,091			35	%	$	2,655			35	%
Effect of nontaxable interest			(378	)		(4	)		(404	)		(5	)		(341	)		(4	)
Other			88			1			8			0			5			0
	ACTUAL TAX	$	2,648			32	%	$	2,695			30	%	$	2,319			31	%

      Deferred taxes (credit) result from certain temporary differences in the recognition of income and expenses for financial reporting and income tax purposes. The sources and tax effects of significant temporary differences are as follows:

Years ended December 31		2000			1999			1998
Depreciation		$	(43	)	$	0		$	7
Provision for credit losses			(115	)		(52	)		6
Deferred loan fees and origination costs			(53	)		(63	)		(45	)
Federal Home Loan Bank dividends			71			61			32
Deferred compensation			(16	)		(11	)		(87	)
Other			71			(54	)		55
	TOTALS	$	(85	)	$	(119	)	$	(32	)

30

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements

      Deferred tax liabilities (assets) are comprised of the following at December 31:

			2000			1999
Deferred tax assets:
	Allowance for credit losses		$	(1,454	)	$	(1,339	)
	Mark-to-market adjustment - securities available for sale			0			(792
	Deferred compensation			(261	)		(234
	Other			(35	)		(84	)
	Gross deferred tax assets		$	(1,750	)	$	(2,449	)
Deferred tax liabilities:
	Depreciation			462			532
	Mark-to-market adjustment securities available for sale			192			0
	Federal Home Bank dividends			275			203
	Deferred loan fees			165			246
	Other			124			37
	Gross deferred tax liabilities			1,218			1,018
		NET DEFERRED TAX ASSET	$	(532	)	$	(1,431	)

      No valuation allowance for deferred tax assets was recorded at December 31, 2000 and 1999. Federal income taxes (benefit) applicable to investment securities gains (losses) in 2000 and 1999 were $ 12 thousand and $ (1) thousand, respectively. Federal income taxes (benefit) applicable to other comprehensive income were $ 600 thousand, $ (1.061) million and $ (5) thousand for 2000, 1999 and 1998, respectively.

NOTE O — DISCLOSURE ABOUT FAIR VALUE
OF FINANCIAL INSTRUMENTS

      The following methods and assumptions were used to estimate the fair value of each class of financial instruments at December 31, 2000:

Cash and cash equivalents:

      The carrying amounts in the consolidated balance sheets of cash and cash equivalents approximates their fair value.

Long-term interest bearing deposits:

      The carrying amount is a reasonable estimate of fair value.

Investment securities:

      The fair value of securities available for sale equals quoted market price, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.

Loans:

      For certain homogeneous categories of loans, such as credit card receivables, and other consumer loans, fair value is estimated using the quoted market prices for similar loans, adjusted for differences in loan characteristics. The fair value of other types of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Deposits:

      The fair value of demand deposits, savings accounts and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities.

Securities sold under repurchase agreements:

      The carrying amount for securities sold under repurchase agreements approximates their fair value.

Federal Home Loan Bank advances:

      The fair values of the advances are estimated using discounted cash flow analyses based on the current incremental borrowing rates for similar types of borrowing arrangements.

Accrued interest:

      The carrying amounts of accrued interest approximate fair value.

Commitments to extend credit, standby letters of credit and financial guarantees written:

      The fair value of commitments is estimated using the fees currently charged to enter similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of guarantees and letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date.

31

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements

      The estimated fair values of the company’s financial instruments as of December 31, 2000 and 1999 are as follows:

			(In Thousands of Dollars)
			2000				1999
			CARRYING		FAIR		CARRYING		FAIR
			AMOUNT		VALUE		AMOUNT		VALUE
Financial assets:
	Cash and cash equivalents		$	34,708	$	34,708	$	41,026	$	41,026
	Investment securities:
	Available for sale			127,761		127,914		116,821		117,153
	Loans — Net			444,596		442,569		425,975		427,268
	Long-term interest bearing deposits			99		99		199		199
	Accrued interest receivable			4,040		4,040		3,450		3,450
		TOTAL FINANCIAL ASSETS	$	611,204	$	609,330	$	587,471	$	589,096
Financial liabilities:
	Deposits		$	468,336	$	469,602	$	476,829	$	477,914
	Securities sold under repurchase agreements			39,099		39,099		37,417		37,417
	Federal Home Loan Bank advances			43,575		43,776		18,936		17,710
	Accrued interest payable			1,552		1,552		1,250		1,250
		TOTAL FINANCIAL LIABILITIES	$	552,562	$	554,029	$	534,432	$	534,291
Unrecognized financial instruments:
	Commitments to extend credit		$	42,250	$	42,250	$	43,433	$	43,433
	Standby letters of redit and financial guarantees			742		742		1,274		1,274

NOTE P — CONDENSED FINANCIAL INFORMATION

      Below is condensed financial information of Farmers National Banc Corp. (parent company only). In this information, the parent’s investment in bank subsidiary is stated at cost plus equity in undistributed earnings of the subsidiary since acquisition. This information should be read in conjunction with the consolidated financial statements and related notes.

				(In Thousands of Dollars)
				December 31, 2000				December 31, 1999
	BALANCE SHEETS
	Assets:
		Cash			$	1,265		$	1,051
		Investment in bank subsidiary				68,117			62,124
		Securities available for sale				1,800			4,187
		Other securities				395			256
		Interest-bearing deposit in other banks				0			100
		Other				120			61
					$	71,697		$	67,779
Liabilities:
		Accounts payable			$	1,163		$	663
	Stockholders equity:
		Common stock				49,451			45,155
		Retained earnings				22,226			22,709
		Unrealized appreciation (depreciation) of available for sale securities, net of applicable income taxes				73			(656	)
		Treasury stock, at cost; 87,835 shares in 2000 and 4,976 shares in 1999				(1,216	)		(92	)
			TOTAL STOCKHOLDERS EQUITY			70,534			67,116
					$	71,697		$	67,779

32

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements

STATEMENTS OF INCOME			(In Thousands of Dollars)
Years ended			December 31, 2000			December 31, 1999			December 31, 1998
Income:
	Equity in net income of subsidiary		$	5,388		$	5,973		$	5,097
	Dividends from subsidiary bank			1,140			125			125
	Interest and dividends on securities			188			221			223
	Investment security gains			72			0			0
		TOTAL INCOME		6,788			6,319			5,445
	Other expenses			(1,063	)		(183	)		(177	)
	Income tax benefit			23			23			0
		NET INCOME	$	5,748		$	6,159		$	5,268

STATEMENTS OF CASH FLOWS					(In Thousands of Dollars)
Years ended					December 31, 2000			December 31, 1999			December 31, 1998
		Cash flows from operating activities:
			Net income		$	5,748		$	6,159		$	5,268
			Adjustments to reconcile net income to net cash provided by operating activities:
				Income from subsidiary		(5,388	)		(5,973	)		(5,097	)
				Other		(78	)		0			(59	)
				NET CASH PROVIDED BY OPERATING ACTIVITIES		282			186			112
	Cash flows from investing activities:
			Investment in subsidiary			0			(570	)		(1,273	)
			Proceeds from maturities of investment securities available for sale			3,080			3,800			0
			Proceeds from sales of investment securities available for sale			176			0			0
			Proceeds from return of capital on other securities			3			300			0
			Purchases of other securities and securities available for sale			(973	)		(3,720	)		(4,378	)
		NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES				2,286			(190	)		(5,651	)
	Cash flows from financing activities:
			Purchase of treasury stock			(1,088	)		(92	)		0
			Dividends paid			(4,101	)		(3,747	)		(3,201	)
			Proceeds from sale of common stock			2,835			3,782			4,049
		NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES				(2,354	)		(57	)		848
				NET INCREASE (DECREASE) IN CASH		214			(61	)		(4,691	)
CASH
		Beginning of year				1,051			1,112			5,803
		End of year			$	1,265		$	1,051		$	1,112

33

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY
Board of Directors

[PHOTO]

Standing, Left to Right: David C. Myers, President – Myers Equipment Corp., Joseph D. Lane, Vice President – Lane Funeral Homes, Inc., Attorney and Principal – Lane & Rusu Co. L.P.A., Edward A. Ort, President – Ort Furniture Mfg. Co., Ronald V. Wertz, CPCU, CIC, Vice President – Acordia of Ohio, Inc., Benjamin R. Brown, President and Owner of Castruction Company

Seated, Left to Right: Richard L. Calvin, Vice Chairman – Farmers National Banc Corp., Frank L. Paden, President & CEO – Farmers National Bank, President & Secretary – Farmers National Banc Corp., William D. Stewart, Chairman – Farmers National Banc Corp.

[PHOTO]
Richard L. Calvin

      After twenty-five years of dedicated and insightful service, Richard L. Calvin will retire from his position as Director and Vice Chairman of Farmers National Banc Corp. Mr. Calvin had been employed with the bank since 1961, retiring in March 1997 after thirty-five years of service to the corporation. At that time, he remained on the Board serving until this year’s Annual Meeting. Taking all into consideration, Mr. Calvin has given a total of forty years to our company.

      Richard has served on a variety of community organizations and in leadership roles throughout his tenure as a bank official. It would be hard to overstate his importance to Farmers National Bank as well as the local community. He has been an excellent mentor. We are grateful for all his contributions and his thoughtful guidance will be greatly missed by all. On behalf of the directors, officers and employees of Farmers, we wish Richard and Corrine the best of luck and good health for the future.

34

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY
Officers
35

[PHOTO]

Standing, Left to Right: Alfred F. Ridel, Mark L. Graham, Anthony F. Peluso, Donald F. Lukas, Roy A. Jackson.
Seated, Left to Right: Frederick M. Kotheimer, Carl D. Culp, Frank L. Paden, Bradley S. Henderson, Barbara C. Fisher.

Farmers National
Banc Corp. Officers

William D. Stewart
Chairman

Richard L. Calvin
Vice Chairman

Frank L. Paden
President &
Secretary

Carl D. Culp
Executive Vice
President &
Treasurer

Donald F. Lukas
Senior Vice
President

Farmers National
Bank Officers

Frank L. Paden
President & CEO

Carl D. Culp
Executive Vice
President
Cashier & CFO

Donald F. Lukas
Senior Vice
President
Bank Systems

Mark L. Graham
Vice President
Loan Administrator

Bradley S. Henderson
Vice President
Branch Adm. &
Security

Anthony F. Peluso
Vice President
Human Resources

Alfred F. Ridel
Vice President
Consumer Loans

Daniel G. Cerroni
Assistant Vice
President
Commercial Loans

Barbara C. Fisher
Assistant Vice
President
Deposit Operations
& Marketing

Roy A. Jackson
Assistant Vice
President
Indirect Lending

Frederick M. Kotheimer
Assistant Vice
President
Loan Review

Susan E. Miller
Assistant Vice
President
Corporate Services
Administration

Phyllis A. Welton
Assistant Vice
President
Bookkeeping
Department

Larry E. White
Assistant Vice
President
Salem

Andrew A. Baird
Assistant Cashier
Data Center

Joseph E. Chapman
Assistant Cashier
Collections

Pamela J. Cleghorn
Assistant Cashier
Salem

Janine M. Cox
Assistant Cashier
Credit
Administration

Charlene K. Daughtery
Assistant Cashier
Human Resources

David E. Enterline
Assistant Cashier
Network
Administrator

Merle C. Garritano
Assistant Cashier
Loans

Geraldine J. Gbur
Assistant Cashier
Columbiana

Lynnita J. Himes
Assistant Cashier
Western Reserve

Keith A. Leonard
Assistant Cashier
Austintown

Linda M. Liston
Assistant Cashier
Compliance/CRA/BSA

Joanie F. Orr
General Ledger
Accounting Officer

Patricia C. Rosko
Assistant Cashier
Lake Milton

Robert L. Rozeski
Assistant Cashier
Leetonia

Barbara J. Sitler
Assistant Cashier
Cornersburg

Dennis S. Vitt
Assistant Cashier
Poland

Dorothy J. Weeden
Assistant Cashier
Main Office

FARMERS NATIONAL BANC CORP. AND SUBSIDIARY
Locations

1. Austintown: 22 North Niles-Canfield Road • Youngstown, OH 44515 • 792-1411

2. Boardman: 102 West Western Reserve Road • Boardman, OH 44512 • 726-8896

3. Canfield, Main Office: 20 South Broad Street • Canfield, OH 44406 • 533-3341

4. Colonial Plaza: 401 East Main Street • Canfield, OH 44406 • 533-2686

5. Columbiana: 340 State Rt. 14 • Columbiana, OH 44408 • 332-1558

6. Cornersburg: 3619 S. Meridian Road • Youngstown, OH 44511 • 793-3971

7. Damascus: 29053 State Rt. 62 • Damascus, OH 44619 • 537-4004

8. Girard: 121 North State Street • Girard, OH 44420 • 545-9791

9. Lake Milton: 17817 Mahoning Avenue • Lake Milton, OH 44429 • 654-3351

10. Leetonia: 16 Walnut Street • Leetonia, OH 44431 • 427-2436

11. Mineral Ridge: 3826 South Main Street • Mineral Ridge, OH 44440 • 544-7340

12. Niles: 1 South Main Street • Niles, OH 44446 • 544-7400

13. Niles Drive Up: 170 East State Street • Niles, OH 44446 • 544-7420

14. Niles Operations Center: 51 South Main Street • Niles, OH 44446 • 544-7400

15. Niles: 5845 Youngstown-Warren Road • Niles, OH 44446 • 544-7410

16. Poland: 106 McKinley Way West • Poland, OH 44514 • 757-7508

17. Salem: 1858 East State Street • Salem, OH 44460 • 332-1558

18. Warren: 2910 Youngstown-Warren Road • Warren, OH 44484 • 369-5400

[FARMERS NATIONAL LOGO]
www.fnbcanfield.com

[PHOTOS]

36

Annual Meeting Notice

The annual meeting of Shareholders will be held at Colonial Catering, 429 Lisbon Street, Canfield, OH 44406, at 3:30 p.m. local time, on Thursday, March 29, 2001.

Common Stock Listing

Farmers National Banc Corp. common stock trades on the OTC Bulletin Board under the symbol FMNB. At December 31, 2000, there were 11,604,252 shares outstanding and approximately 3,585 shareholders.

Dividend Payments

Subject to the approval of the Board of Directors, quarterly cash dividends are customarily payable on or about the 30th day of March, June, September and December.

Dividend Reinvestment Plan (DRIP)

Registered shareholders can purchase additional shares of Farmers’ common stock through Farmers Dividend Reinvestment Plan. Participation is voluntary and allows for automatic reinvestment of cash dividends, supplemental cash contributions not to exceed $1,000 per quarter and the safekeeping of stock certificates. To obtain our Plan prospectus, contact Susan Miller Toll Free at 1.888.988.3276 or by email at exec@fnbcanfield.com.

Direct Deposit of Cash Dividends

Shareholders have the option of having their cash dividends sent directly to their financial institution for deposit into their savings or checking account.

Stock Transfer Agent

     Farmers National Bank
     Attention: Susan Miller, AVP, Corporate
     Services Administration
     P.O. Box 555 Canfield, OH 44406
     Toll Free 1.888.988.3276

Form 10-K

A copy of the Annual Report filed with the Securities and Exchange Commission will be provided to any shareholder on request to the Corporation, to the attention:

     Mr. Carl D. Culp, Treasurer
     Farmers National Banc Corp.
     20 South Broad Street, P.O. Box 555
     Canfield, OH 44406
     Toll Free 1.888.988.3276

[FARMERS NATIONAL BANC CORP. LOGO]

20 South Broad Street
P.O. Box 555
Canfield, Ohio 44406
www.fnbcanfield.com

  EX-99 3 l87082aex99.txt EXHIBIT 99 - DEFINITIVE PROXY STATEMENT 1 SCHEDULE 14 INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12 Farmers National Banc Corp. --------------------------- (Name of Registrant of Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11: 1. Title of each class of securities to which transaction applies: ........................................................................ 2. Aggregate number of securities to which transaction applies: ........................................................................ 3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ........................................................................ 4. Proposed maximum aggregate value of transaction: ........................................................................ 5. Total fee paid: ........................................................................ [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing. 1. Amount Previously Paid: ........................................................................ 2. Form, Schedule or Registration Statement No.: ........................................................................ 3. Filing Party: ........................................................................ 4. Date Filed: ........................................................................ 2 FARMERS NATIONAL BANC CORP. 20 SOUTH BROAD STREET CANFIELD, OHIO 44406 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, MARCH 29, 2001 TO THE HOLDERS OF SHARES OF COMMON STOCK: NOTICE IS HEREBY GIVEN that pursuant to call of its Directors, the Annual Meeting of the Shareholders of FARMERS NATIONAL BANC CORP., Canfield, Ohio will be held at COLONIAL CATERING LOCATED AT 429 LISBON STREET, CANFIELD, OHIO 44406 ON THURSDAY, MARCH 29, 2001 AT THREE-THIRTY O'CLOCK (3:30) P.M., Eastern Standard Time, for the purpose of considering and voting upon the following matters: 1. ELECTION OF DIRECTORS. The election of the eight (8) persons listed in the accompanying Proxy Statement. 2. AMENDMENT TO ARTICLE IV OF THE Articles of Incorporation. Amending Article IV of the Corporation's Articles of Incorporation to increase the authorized number of shares of common stock, no par value, of the Corporation from 12,500,000 to 25,000,000. 3. AMENDMENT TO ARTICLE III OF THE Code of Regulations. Amending the procedures for election of directors, including the adoption of a classified board of directors. 4. TO TRANSACT SUCH OTHER BUSINESS as may properly come before the Meeting or any adjournment thereof. Shareholders of record at the close of business on February 2, 2001 are the only shareholders entitled to notice of and to vote at the Annual Shareholders Meeting. By Order of the Board of Directors, Frank L. Paden, President & Secretary Canfield, Ohio March 8, 2001 IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE. 3 FARMERS NATIONAL BANC CORP. CANFIELD, OHIO 44406 PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS MARCH 29, 2001 Farmers National Banc Corp., herein referred to as "Farmers" or the "Corporation" is furnishing this Proxy Statement to its shareholders in connection with the solicitation, by order of the Board of Directors of Farmers, of proxies to be used at the Annual Meeting of Shareholders to be held on Thursday, March 29, 2001 at 3:30 P.M., Eastern Standard Time, at Colonial Catering, 429 Lisbon Street, Canfield, Ohio 44406, and at any adjournments thereof. The Corporation is a one-bank holding company of which The Farmers National Bank of Canfield is the wholly owned subsidiary. The cost for solicitation of proxies will be borne by Farmers. Brokerage firms and other custodians, nominees and fiduciaries may be requested to forward soliciting material to their principals and to obtain authorization for the execution of proxies. Farmers will, upon request, reimburse brokerage firms, and other custodians, nominees and fiduciaries for the execution of proxies and for their expenses in forwarding proxy material to their principals. The proxy statement and the form of proxy are being mailed on March 8, 2001 or as soon thereafter as practicable to all shareholders entitled to vote at the meeting. In addition to use of mails, proxies may be solicited by officers, directors, and employees of Farmers by personal interview, telephone and telegraph. The 2000 Annual Report, including the required audited financial statements of the Corporation and related financial information, is enclosed with this proxy soliciting material. VOTING RIGHTS Only shareholders of record at the close of business on February 2, 2001 will be entitled to vote at the meeting. As of February 2, 2001, Farmers had issued and outstanding 11,604,252 shares of common stock with no par value held by approximately 3,585 holders of record eligible to vote. Each outstanding share entitles the recordholder to one vote. The number of shares present at the meeting in person or by proxy will constitute a quorum for the transaction of business. It is important that your stock be represented at the meeting, regardless of the number of shares you may own. We would appreciate your signing and returning the enclosed proxy. The shares represented by each proxy, which is properly executed and returned to Farmers, will be voted in accordance with the instructions indicated in such 4 proxy. If no instructions are indicated, shares represented by proxy will be voted "FOR" the election of each of the Directors as described herein under Proposal 1, "FOR" the amendment to Article IV of the Articles of Incorporation under Proposal 2, and "FOR" the amendment to Article III of the Code of Regulations under Proposal 3. The proxy may be revoked at any time prior to its exercise, by delivering notice of revocation or a duly executed proxy bearing a later date to the Treasurer of the Corporation at any time before the proxy is voted. Shareholders who attend the meeting in person may vote their stock even though they may have sent in a proxy. No officer or employee of Farmers may be named as a proxy. If you received two or more proxy forms because of a difference in addresses or registration of shareholdings, each should be executed and returned in order to assure a complete tabulation of shares. The Corporation will appoint two officers to act as inspectors for the purpose of tabulating the votes cast by proxy. Broker non-votes and abstentions are not treated as votes cast for purposes of any of the matters to be voted on at the meeting. The Board of Directors knows of no other business that will be presented for consideration at the 2000 Annual Meeting other than the matters described in this Proxy Statement. If any other matters should come before the meeting, the proxy holders will vote upon them in accordance with their best judgment. PROPOSAL NO. 1: ELECTION OF DIRECTORS Pursuant to the Code of Regulations, the authorized number of directors has been set at eight (8). The Board of Directors has nominated the eight (8) persons named below to serve as directors in accordance with the proposal. If Proposal No. 3 is approved, two (2) nominees will be elected as Class I Directors to serve an initial term of one (1) year, three (3) nominees will be elected as Class II Directors to serve an initial term of two (2) years, and three (3) nominees will be elected as Class III Directors to serve an initial term of three (3) years (or, in all cases, until their successors have been duly elected and qualified). Assuming Proposal No. 3 is approved, after this year's election, election of directors will be for three (3) year terms. If Proposal No. 3 is not adopted, each director will serve for one (1) year or until his successor is duly elected and qualified. The class in which each director is designated is identified below. Each of the nominees, with the exception of Mr. Ralph D. Macali, is presently a member of the Board of Directors and has consented to serve another term as director if re-elected. If any of the nominees should be unavailable to serve for any reason (which is not anticipated), the Board of Directors may designate a substitute nominee or nominees (in which case the persons named on the enclosed proxy card will vote all valid proxy cards for the election of such substitute nominee or nominees), allow the vacancy or vacancies to remain open until a suitable candidate or candidates are located, or approve a resolution that provides for a lesser number of directors. It is presently anticipated that each person elected as a director of the Corporation at the annual meeting will be elected by the Corporation as a director of the Corporation's wholly owned subsidiary, Farmers National Bank of Canfield. 5 The eight nominees receiving the greatest number of votes will be elected to the Board of Directors. INFORMATION WITH RESPECT TO NOMINEES Certain information in the following tabulation has been furnished to Farmers by the respective nominees for Director. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ELECTION OF THE EIGHT NOMINEES LISTED BELOW:

NAME PRINCIPAL OCCUPATION AND FIVE YEAR BUSINESS EXPERIENCE AGE DIRECTOR SINCE (A) - --------------------------------------------------------------------------------------------------------------- Benjamin R. Brown President and Owner of Castruction Company, Incorporated 55 1991 CLASS II DIRECTOR in 1965. The Company designs and manufactures pre-cast TWO YEAR TERM shapes and associated products for the steel industry. Joseph D. Lane Attorney and Principal of Lane & Rusu Co. L.P.A. since 48 1999 CLASS I DIRECTOR 1995. Vice President of Lane Funeral Homes, Inc. since ONE YEAR TERM 1975 and Vice President of Lane Life Paramedics Ambulance Services since 1985. Ralph D. Macali Vice President of Palmer J. Macali, Inc. since 1986. The 44 (B) CLASS III DIRECTOR Company operates a Giant Eagle retail grocery store. Mr. THREE YEAR TERM Macali is a partner in P.M.R.P. Partnership, a real estate investment company since 1996 and is a limited partner in the Macali Family Limited Partnership since 1998.

6 David C. Myers President and Owner of Myers Equipment Corp. since 1955. 72 1988 CLASS III DIRECTOR The Company sells truck equipment and school buses. Mr. THREE YEAR TERM Myers has operated a 2,000 acre farm since 1946. Edward A. Ort President of Ort Furniture Mfg. Co. since 1973. The 71 1993 CLASS II DIRECTOR Company manufactures upholstered furniture which is TWO YEAR TERM shipped to retail furniture stores in northeastern United States since 1957. Frank L. Paden President & CEO of Farmers National Bank since 1996 and 49 1992 CLASS III DIRECTOR EVP/Sr. Loan Officer since 1991. President & Secretary of THREE YEAR TERM Farmers National Banc Corp. since 1996. William D. Stewart Chairman since 1996, formerly, President of Farmers 71 1972 CLASS II DIRECTOR National Bank since 1972 and President & Secretary of TWO YEAR TERM Farmers National Banc Corp. since 1983. Ronald V. Wertz CPCU, CIC, Vice President with Acordia Insurance since 54 1989 CLASS I DIRECTOR 1998. Previously was President and Owner of Boyer ONE YEAR TERM Insurance, Inc. since 1981. (A) Includes the period served as a Director of The Farmers National Bank of Canfield prior to its reorganization into a wholly owned subsidiary of this Corporation in 1983. (B) Mr. Macali is the Nominee made by the current Board of Directors; should he be elected, he will be serving his first directorship term. PROPOSAL NO. 2: AMENDMENT TO ARTICLE IV OF THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF COMMON SHARES The Articles of Incorporation of the Corporation presently authorize 12,500,000 shares, without par value. The Corporation's Board of Directors unanimously adopted a resolution proposing and declaring it advisable that Article IV of the Corporation's Articles of Incorporation (the "Articles") be amended in order to increase the authorized number of shares of the Corporation 7 to 25,000,000 shares, without par value ("Common Shares"), and recommending to the shareholders of the Corporation the approval of the proposed amendment. Of the Corporation's presently authorized 12,500,000 Common Shares, as of December 31, 2000, 11,604,252 shares were outstanding. The Board of Directors believes that it is desirable and in the best interests of the Corporation and its shareholders to increase the number of Common Shares the Corporation is authorized to issue. This will ensure that the Corporation will have a sufficient number of authorized Common Shares available in the future to provide it with the desired flexibility necessary to meet its business needs. If this proposal is approved by the shareholders, the additional Common Shares will be available for a variety of corporate purposes, including for example, the declaration and payment of share dividends to the Corporation's shareholders; issuance of shares under the Dividend Reinvestment Plan; share splits; use in the financing of expansion or future acquisitions; issuance pursuant to the terms of employee benefit plans; and use in other possible future transactions of a currently undetermined nature. If the proposed amendment were adopted, the Corporation would be permitted to issue the additional authorized Common Shares without further shareholder approval, except to the extent otherwise required by the Articles, by law or by any securities exchange on which the Common Shares may be listed at the time. The authorization of additional Common Shares will enable the Corporation, as the need may arise, to take timely advantage of market conditions and the availability of favorable opportunities without the delay and expense associated with the holding of a special meeting of its shareholders. It is the belief of the Board of Directors that the delay necessary for shareholder approval of a specific issuance could be detrimental to the Corporation and its shareholders. The Board of Directors does not intend to issue any Common Shares except on terms that the Board deems to be in the best interests of the Corporation and its shareholders. Depending on the terms, the issuance of the Common Shares may have a dilutive effect on the Corporation's then-existing shareholders. Other than the Common Shares that may be acquired pursuant to the Corporation's existing Dividend Reinvestment Plan and Stock Option Plan, the Corporation presently has no plans, agreements or understandings to issue any of the newly authorized Common Shares. Authorized Common Shares, not yet issued can be used by the Board of Directors to block a change of control of the Corporation. During a hostile takeover (a change of control not supported by the Board of Directors) the Board of Directors could issue an amount of additional shares to those shareholders not in support of the hostile takeover sufficient in number to effectively block the change of control. This could occur even though the holders of a majority of the Common Shares were in support of the change in control. The authorized but unissued shares vest in the Board of Directors the ability to better control an attempt to change control of the Corporation. If the amendment is approved, it will become effective upon the filing of a Certificate of Amendment to the Corporation's Articles with the Ohio Secretary 8 of State, which is expected to be accomplished as promptly as practicable after such approval is obtained. ADOPTION OF THE PROPOSED AMENDMENT REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF TWO THIRDS (2/3) OF THE COMMON SHARES. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE AMENDMENT. PROPOSAL NO. 3: AMENDMENT TO ARTICLE III OF THE CODE OF REGULATIONS AMENDING THE PROCEDURES FOR ELECTION OF DIRECTORS, INCLUDING THE ADOPTION OF A CLASSIFIED BOARD OF DIRECTORS The Board of Directors has adopted, subject to shareholder approval, a resolution proposing and declaring it advisable that Article III of the Code of Regulations be amended in its entirety and recommends that you vote for the proposal to amend Article III of the Code of Regulations. The complete text of the proposed amendment to Article III is set forth in Exhibit "A" to this Proxy Statement. The following discussions are qualified in their entirety by reference to the text of the Amended Article III. Article III of the Code of Regulations presently provides that a director's term of office shall continue until the annual meeting next succeeding their election and until their successors are elected and qualified. The proposed Article III provides for a classified Board of Directors. A classified Board of Directors would operate to divide the Board into three (3) separate classes of directors, as nearly equal in number as possible, to serve a three (3) year term or until their successors are duly elected and qualified with each class being elected at different annual shareholder meetings. If this amendment to Article III of the Code of Regulations is approved, Class I will consist of two (2) directors who will serve for an initial term of one (1) year, Class II will consist of three (3) directors who will serve for an initial term of two (2) years, and Class III will consist of three (3) directors who will serve for an initial term of three (3) years. At each annual meeting after 2001, directors will be elected to succeed those whose terms then expire and each newly elected director will serve for a three (3) year term. The proposed Article III would replace the prior system of electing all of the directors annually for one (1) year terms. A classified Board would extend the time it would take for a majority shareholder to obtain control of the Board of Directors, thereby limiting such abusive takeover tactics such as two-tiered tender offers. Assuming each class of directors is equal in size, a majority shareholder could not obtain control of the Board until the second annual shareholders' meeting after it acquired a majority of 9 the voting stock. During this time, the Board of Directors would have a better opportunity to negotiate with a majority shareholder to obtain a more favorable price and terms in any merger or tender offer. The classified Board of Directors could inhibit a change of control even though the holders of a majority of the Common Shares are in favor of such transaction Article III of the Code of Regulations presently provides that the number of directors of the corporation shall be eight (8) and that the number of directors may be changed by a majority vote of the shareholders of the Corporation. The proposed amended Article III provides that the number of directors shall be not less than five (5), nor more than twenty-five (25), and that the exact number shall be determined from time to time by a two-thirds majority vote of the whole Board of Directors. The exact number shall be eight (8) unless otherwise determined. This term makes effective the classification of the Board of Directors in that no majority shareholder can change the number of directors at their discretion. If the number of directors constituting the Board is increased or decreased, the resulting number of directors will be apportioned among the three (3) classes so as to make all classes as nearly equal in number as possible, except that the term of any incumbent director may not be shortened. Article III of the Code of Regulations does not presently provide the procedures for nominations of persons for election to the Board of Directors. The proposed Article III prescribes the procedures under which a person is nominated for election to the Board of Directors. Specifically, individuals may be nominated at a meeting of the shareholders by or at the direction of the Board of Directors. Nominations made by shareholders must comply strictly with the provisions of the proposed Article III. Those provisions provide that timely notice of such nomination must be provided to the Secretary of the Corporation. To be considered timely, a shareholder notice must be delivered not less than ninety (90), nor more than one hundred twenty (120) days prior to the shareholder meeting at which the nominee may be elected to the Board of Directors; provided, however, that in the event that less than ninety (90) days notice of the meeting is provided to shareholders, timely notice must be delivered no later than the close of business on the seventh (7th) day following the date public disclosure of the meeting was made. A shareholder's timely notice to the Secretary shall set forth the name, age, business address and residence address of the nominee, principle occupation or employment history of the nominee for the past five (5) years, and the class and number of shares of capital stock of the Corporation which are directly and beneficially owned by such nominee; and, as to the shareholder providing such notice, the name and record address of the shareholder and the class and number of shares of capital stock of the Corporation which are directly and beneficially owned by such shareholder. Additional information may be required by the Corporation. These nominating procedures afford the Board of Directors the opportunity to consider the qualifications of the proposed nominees and, to the extent deemed necessary or desirable by the Board, the opportunity to inform shareholders about the merits of such qualifications. The provisions contained in the proposed Article III do not give the Board of Directors any power to approve or disapprove of shareholder nominations for election of directors, 10 although it may have the effect of precluding a contest for the election of directors if the procedures established by it are not followed. The provisions may also discourage or deter a third party from conducting a solicitation of proxies to elect its own slate of directors. For these reasons, the Board of Directors believes that the nomination procedure contained in the proposed Article III may have an anti-takeover effect. Article III of the Code of Regulations presently provides that vacancies in the Board of Directors, including vacancies resulting from an increase in the number of directors, are required to be filled by a majority of the remaining members of the Board, although less than a quorum, and each person so elected serves as a director until a successor is elected by the shareholders. The proposed Article III provides that any vacancies in the Board shall be filled by a majority vote of the remaining directors and such director shall hold office for the unexpired portion of the term of the directorship. If the vacancy is created through an increase in the number of directors, the Board of Directors shall also determine the class of such directorship. Article III of the Code of Regulations does not presently provide the procedures for the removal of directors and therefore directors can be removed for any reason. Required to make the classified Board of Directors effective is a provision mandating removal of a director only for cause. The proposed Article III provides that directors shall only be removed with a showing of cause by the affirmative vote of the holders of not less than 66 2/3% of the voting stock of the Corporation. Currently, a potential acquirer or majority shareholder could remove all of the directors at a meeting of shareholders and install its own slate of directors, thus gaining full control of the Board of Directors. Approval of the proposed Article III will require a potential acquirer to demonstrate cause as to why such directors should be removed, and shall further require such acquirer to gain approval of the holders of not less than 66 2/3% of the voting stock of the Corporation. The Board believes that the threat of its removal would significantly weaken its bargaining strength in the event of an unwanted solicitation of the Corporation. The directors would be deprived of the time necessary to effectively evaluate any given proposal, to study alternatives to that proposal, and to make adequate and informed recommendations to the shareholders. The effect of this provision is to make removal of the directors more difficult. The provision may also have the effect of making takeover and changing control of the Corporation more difficult. Additionally, the provision may have an adverse effect on the willingness of large shareholders to purchase shares of the Corporation. The proposed Article III further provides that amendments to such Article eliminating the classified Board requires a 66 2/3% favorable vote of the shareholders. 11 Since directors will be serving for longer terms which expire at different times, and may be removed only for cause by a supermajority vote of shareholders, the Board of Directors believes that a classified Board will promote continuity of management and, thereby enhance the ability of the Corporation to carry out long-range plans and goals for its benefit and the benefit of its shareholders. Although the Corporation has not experienced difficulties in the past in maintaining continuity of the Board and management, the Board of Directors believes that a classified Board will assist the Corporation in maintaining this continuity of management into the future. Additionally, the classified Board has certain anti-takeover effects that the Board believes will deter unsolicited takeover attempts and protect the value of each shareholder's investment in the Corporation. The effect of the proposed Article III may be to discourage tender offers and proxy contests and could deprive shareholders of the opportunity to participate in such occurrences if they so desire. The proposed Article III could also have the effect of discouraging accumulation of a substantial number of shares by any person or entity that would tend to reduce temporary fluctuations of the price of shares and potentially deprive shareholders of the ability to sell shares at temporarily inflated prices. By impeding the ability of shareholders to remove the directors, the shareholders may be deprived of the ability to participate in tender offers and proxy contests if they so desire, at the expense of protecting the Board and management. Conversely, the proposal will vest the Board with the ability to negotiate with a potential suitor without feeling the pressure that it will be removed if it does not react quickly to the tender offer or proxy contest. ADOPTION OF THE PROPOSED AMENDMENT TO ARTICLE III OF THE CODE OF REGULATIONS REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF THE CORPORATION. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE AMENDMENT. ANTI-TAKEOVER AFFECTS. The amendments contained in the proposed amendments to Article IV of the Articles of Incorporation and Article III of the Code of Regulations, including, issuing stock to friendly shareholders, controlling the number of directors, the nominating procedures for directors, classifying the Board of Directors, filling directorship vacancies and removing directors for cause may render more difficult or discourage a merger, tender offer or proxy contest, the assumption of control of the Corporation by a holder of a large block of the Corporation's stock or other person or the removal of incumbent management, even if such actions may be beneficial to the Corporation's shareholders generally, or may be supported by the holders of a majority of the Common Stock. The proposed amendments to Article IV of the Articles of Incorporation or to Article III of the Code of Regulations is not in response to any effort, of which the Corporation is aware, to accumulate the common stock or to obtain control of the Corporation. The Board of Directors has observed the relatively common use 12 of certain takeover tactics in recent years, including the accumulation of substantial common stock positions as a prelude to a threatened takeover or a corporate restructuring, including proxy fights in partial tender offers and the related use of two tier pricing. The Board of Directors believes that the use of these tactics can place undue pressure on a Corporation's Board of Directors and shareholders to act hastily and on incomplete information, and, therefore, can be highly disruptive to the Corporation as well as result in unfair differences in treatment of shareholders who act immediately in response to an announcement of takeover activity and those who choose to act later, if at all. The provisions contained in the proposed Article III may have the effect of deterring or frustrating certain types of future takeover attempts that may not be approved by the incumbent Board of Directors, but that the holders of the majority of the shares of common stock may deem to be in their best interest or in which some or all of the shareholders may receive a substantial premium over prevailing market prices for their stock. By having the effect of discouraging takeover attempts, the proposed Article III also could have the incidental effect of inhibiting certain changes in management (some or all of the members of which might be replaced in the course of a change of control) and also the temporary fluctuations in the market price of the common stock that often result from actual or rumored takeover attempts. The Board of Directors recognizes that a takeover might in some circumstances be beneficial to some or all of the Corporation's shareholders, but, nevertheless, believes that the shareholders as a whole will benefit from the adoption of the proposed Article III. The complete text of the proposed Article III is set forth in Exhibit A. SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth information regarding beneficial ownership as of December 31, 2000, of the Corporation's common shares of each Director and all Executive Officers as a group.

Name Aggregate Number of Shares Percent of Outstanding Beneficially Owned (A) Shares - --------------------------------------------------------------------------------------------------------------- Benjamin R. Brown 52,642 .45% Joseph D. Lane 8,579 .07%

13 Ralph D. Macali 81,596 .70% David C. Myers 52,607 .45% Edward A. Ort 15,970 .14% Frank L. Paden 20,531 .18% William D. Stewart 58,619 .51% Ronald V. Wertz 78,204 .67% Executive Officers as a Group 28,854(B) .25% All Directors and Executive Officers as a Group 377,071 3.25% (A) Information relating to beneficial ownership is based upon information available to Farmers and uses "Beneficial Ownership" concepts set forth in the rules of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Under such rules, Beneficial Ownership includes those shares over which an individual has sole or shared voting, and/or investment powers such as beneficial interest of a spouse, minor children, or other relatives living in the home of the named individual, trusts, estates and certain affiliated companies. (B) Includes 20,531 shares held by Frank L. Paden, President and CEO of Farmers National Bank of Canfield and President and Secretary of the Corporation. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's Directors and executive officers, and persons who own more than 10% of a registered class of the Corporation's equity securities, to file with the Securities and Exchange Commission (the "SEC") initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Corporation. Officers, Directors and greater than 10% stockholders are required by SEC regulation to furnish the Corporation with copies of all Section 16(a) forms they file. To the Corporation's knowledge, based solely on a review of the copies of such reports furnished to the Corporation and written representations that no other reports were required, during 2000, all Section 16(a) filing requirements applicable to its officers, Directors and greater than 10% beneficial owners were complied with. COMMITTEES OF THE BOARD OF DIRECTORS During 2000, the Board of Directors of the Corporation held twelve regular monthly meetings and five special meetings. All directors attended at least 75% of the aggregate number of meetings of the Board of Directors and the respective committees on which they serve. Members of the Board of Directors receive $500 for each board meeting they attend, and $300 for each committee meeting they attend with the exception of Mr. Paden who does not receive any compensation for committee meetings. 14 At the Director's organizational meeting, held immediately following the last Annual Shareholders Meeting of the Farmers National Banc Corp, held on March 30, 2000, the following committees were appointed by the President & Secretary: The Board of Directors has an Audit Committee consisting of Messrs. Myers, Brown, Ort and Wertz. The Audit Committee met four times in 2000. Included in the functions performed by the Audit Committee are (i) review the internal auditing procedures and controls of the Corporation and its subsidiary; (ii) review reports prepared by the internal and external auditor; (iii) formally reports to the full Board of Directors its evaluations, conclusions and recommendations with respect to the Corporation's implementation of its policies, practices and controls; (iv) hold discussions with external auditors regarding the quality of the Corporation's financial reporting; (v) recommends to the Board of Directors that the Corporation's financial statements be included in the annual report in Form 10-K filing; and (vi) review and discuss audited financial statements with management. The Audit Committee received a letter from its' external auditor containing the disclosures required by the Independence Standard Board (ISB) Standard No. 1, and had discussion with the auditor regarding the auditor's independence. The Audit Committee is governed by an audit charter that has been approved by the Board of Directors. The Board of Directors has a Discount Loan Committee consisting of all the directors. The function of this committee is to review all loans made during the previous week and to approve any new loan applications or loan commitments which are greater than the lending limits of specific loan officers or the Executive Loan Committee. This committee meets on a regular weekly basis with three members of the bank's Executive Loan Committee. The Board of Directors has a Building Committee consisting of all the directors. The function of this committee is to oversee site selection for new offices, remodeling projects and any other modifications to the Corporation's buildings. This committee did not meet in 2000. The Board of Directors has a Long Range and Strategic Planning Committee consisting of all the directors. This committee is responsible for the formulation and implementation of the Corporation's long range Strategic Plan and short term Business Plan. This committee did not meet in 2000. The Board of Directors has a Risk Management and Insurance Committee consisting of Messrs. Wertz, Brown, Calvin and EVP/CFO Culp. The function of this committee is to annually review all insurance protection and coverage maintained by the corporation. This committee met once in 2000. The Board of Directors has an Executive Compensation and Employees Salary Committee consisting of Messrs. Brown, Calvin, Lane, Myers, Ort, Stewart and Wertz. During 2000, this Compensation Committee met once. Duties of this committee include reviewing the performance of and establishing compensation for the officers of the Corporation's subsidiary, Farmers National Bank. The Compensation Committee also administers the Farmers National Banc Corp. 1999 Stock Option Plan. 15 The Board of Directors has a Nominating Committee consisting of all the directors. During 2000, the Nominating Committee met twice. This committee is responsible for selecting and recommending to the Board of Directors with respect to: (a) nominees for election at the Annual Meeting of the shareholders; (b) nominees to fill Board vacancies; and (c) the composition of membership of the various other standing board committees. The Nominating Committee will consider director nominees recommended by shareholders provided these nominations are in accordance with the procedures set forth in the Corporation's Code of Regulations. NOTE: THE ABOVE COMMITTEES ARE COMMITTEES OF THE FARMERS NATIONAL BANK OF CANFIELD (THE BANK), A WHOLLY OWNED SUBSIDIARY OF FARMERS NATIONAL BANC CORP. CURRENTLY, THE MEMBERS OF FARMERS' BOARD OF DIRECTORS ALSO SERVE AS THE DIRECTORS OF THE BANK, AND ATTEND BOARD MEETINGS FOR BOTH FARMERS AND THE BANK. ALTHOUGH THESE MEETINGS ARE CONDUCTED SEPARATELY ON THE SAME DAY, A MEMBER RECEIVES COMPENSATION (WHICH IS PAID BY FARMERS) FOR ONLY ONE MEETING, CONSEQUENTLY, MEMBERS ATTENDING A MEETING OF THE BOARDS OF BOTH FARMERS AND THE BANK ON A SINGLE DAY ARE CREDITED WITH ONE BOARD MEETING FOR ATTENDANCE AND COMPENSATION PURPOSES. SUMMARY COMPENSATION TABLE

Name and Principal Position Year Annual Salary 401(k) All Other and Director Corporation Compensation Fees(a) Contribution(b) (c) - ------------------------------------------------------------------------------------------------------------- Frank L. Paden, President & CEO 2000 144,495 11,680 715 1999 124,426 9,377 686 1998 118,917 7,975 383

(a) The amount of Director Fees included in this annual amount is as follows: Paden ($9,500, $10,300 and $9,300). (b) In May, 1996, the Corporation adopted a 401(k) Profit Sharing Retirement Savings Plan. All employees of the Bank who have completed at least one year of service and meet certain other eligibility requirements are eligible to participate in the Plan. Under the terms of the Plan, employees may voluntarily defer a portion of their annual compensation, not to exceed 15%, pursuant to Section 401(k) of the Internal Revenue Code. The Bank matches a percentage of the participants' voluntary contributions up to 6% of gross wages. In addition, at the discretion of the Board of Directors, the Bank may make an additional profit sharing contribution to the Plan. The Bank's contributions are subject to a vesting schedule and the Plan meets the requirements of Section 401(a) of the Internal Revenue Code and Department of Labor Regulations under ERISA. (c) Amounts represent cost of group term life insurance and other benefits. 16 Listed is the total compensation paid by the Corporation's subsidiary, The Farmers National Bank of Canfield during the latest fiscal year to the named person(s) for services in all capacities, specifically setting forth the direct compensation to the President & CEO. No other executive officer of the Bank receives total annual salary, bonus and other compensation of $100,000. In 1991, as a result of certain changes in the Internal Revenue Code, the Bank's pension plan was amended to reduce significantly the benefits of several key employees, including those of Mr. Paden. As a result, the Bank has entered into Deferred Compensation Agreements with certain of its executive officers, including Mr. Paden. Under the terms of the Deferred Compensation Agreement, he will receive monthly payments of $930.00 for a period of two hundred and four (204) months, commencing with retirement age of 65. This agreement also provides that these executive officers will be available to perform consulting services for the Bank during the period he is receiving these payments, and prohibits him from entering into competition with the Bank during that same period. In the event that any payments should still remain due and payable to the executive officer under the Agreement at the time of his death, those payments would be made to his surviving spouse. In the event that any payment should still remain due and payable to either the executive officer or his spouse under the Agreement at the death of the survivor of them, those payments would be reduced to their then present value at a predetermined rate of interest and paid to the estate of the survivor in a lump sum. Payments will be prorated in the event the employee retires before the age of 65, and will be increased proportionately if he retires after the age of 65. The Agreement is funded by a life insurance policy owned by the Bank, on which the Bank is the beneficiary and the premiums of which are paid by the Bank. Farmers National Banc Corp. adopted a stock option plan in 1999. As of the date of this proxy statement, no options are outstanding under the stock option plan. No Employment Contracts or Golden Parachute Agreements exist between any executive officer of either Farmers National Banc Corp. or The Farmers National Bank of Canfield. . INDEBTEDNESS OF MANAGEMENT The Bank has had, and expects to have in the future, banking transactions in the ordinary course of business with Directors, executive officers and their associates on the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with others. Since the beginning of 2000, the largest aggregate extensions of credit to executive officers, Directors and their associates during the year ended December 31, 2000 was $1,076,730 or 1.52% of Equity Capital Accounts. In the opinion of the management of the Bank, these transactions do not involve more than a normal risk of collection or present any unfavorable features. COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION 17 The Compensation Committee of the Board of Directors is made up of all of the outside Directors of Farmers. No officers of the corporation sit on this committee. This committee reports back to the full board but its decisions are not subject to full board approval. The committee has the purpose and responsibility of providing the Bank, its staff and the communities it serves with consistent long-term leadership of the highest quality possible while protecting the interests of the shareholders. The committee sets the limits for increases in the aggregate for all staff, reviews performance of executive officers and sets their salaries for the coming year. In addition, any incentive/bonus program is set by the board based on the recommendation of the compensation committee. The committee takes a straightforward approach to the review of executives and bases its consideration of salaries on specific job performance, contribution to target levels of growth, profitability, stability, capital and return on equity (ROE) and return on assets (ROA). Also considered is the executive's contribution to the general success of the Bank and its business plan and community standing, which cannot necessarily be quantified in an appropriated manner but is weighted heavily in a community bank, which is located exclusively in small communities. Successful bank operations are contingent upon accomplishment in all areas and integration with the business community's direction and success in our market areas. Executive performance must therefore be evaluated by using these factors as well. Specific results of each executive's area of responsibility are evaluated and considered, but would not be appropriately discussed here as a matter of confidentiality. The committee evaluates the President on the same basis as other executive offices with weight being given to the achievement of target levels of growth, capital and return on equity and, in addition, specific target goals of the overall strategic plan of the Bank. The accomplishment of meeting the goals and targets are reflected in the Summary Compensation Table. The members of the Compensation Committee are Benjamin R. Brown, Chairman; Richard L. Calvin, Joseph D. Lane, David C. Myers, Edward A. Ort, William D. Stewart and Ronald V. Wertz. None has registered a disagreement with the above report. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION No member of the Compensation Committee is currently or was at any time during 2000, an officer or an employee of, or had an employment agreement with the Corporation or the Bank. No corporate or committee interlocks exist which require disclosure under SEC regulations. PERFORMANCE GRAPH The Securities and Exchange Commission requires a line graph presentation comparing cumulative, five-year shareholder returns on an indexed basis with a broad 18 equity market index and either a nationally recognized industry standard or an index of peer companies selected by the Corporation. The Corporation has selected the NASDAQ Stock Market US Index and the NASDAQ Banks Index for purposes of this performance comparison which appears below. The Performance Graph presents a comparison which assumes $100 invested on December 31, 1995, in the Corporation's common stock, The NASDAQ Stock Market US Index and the NASDAQ Banks Index. COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN * AMONG FARMERS NATIONAL BANC CORP., THE NASDAQ STOCK MARKET - US INDEX AND THE NASDAQ BANKS INDEX [GRAPH] $100 INVESTED ON 12/31/95 IN STOCK OR INDEX-INCLUDING REINVESTMENT OF DIVIDENDS. FISCAL YEAR ENDING DECEMBER 31.

- ------------------------------------------------------------------------------------------------------------------ 12/95 12/96 12/97 12/98 12/99 12/00 - ------------------------------------------------------------------------------------------------------------------ Farmers National Banc Corp. 100 132 186 268 197 114 - ------------------------------------------------------------------------------------------------------------------ NASDAQ Stock Mkt-US 100 123 151 213 395 238 - ------------------------------------------------------------------------------------------------------------------ NASDAQ Bank 100 132 221 220 211 241 - ------------------------------------------------------------------------------------------------------------------

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS The Board of Directors has elected Hill, Barth and King LLC to serve as the Corporation's independent public accountant for the fiscal year ending December 31, 2001. Hill, Barth and King LLC also served as the Corporation's independent public accountant for the fiscal year ended December 31, 2000. Hill, Barth and King LLC is expected to have a representative present at the Annual Meeting and will be available to respond to shareholders' questions and if it desires, will have an opportunity to make any statement it considers appropriate. PRINCIPAL ACCOUNTING FIRM FEES 19 The following table sets forth the aggregate fees billed to Farmers National Banc Corp. for the fiscal year ended December 31, 2000 by the Company's principal accounting firm, Hill Barth & King LLC: Audit Fees . . . . . . . . . . . . . . . . . . . . . . $ 95,550 All Other Fees * . . . . . . . . . . . . . . . . . . . $ 39,800 -------- $135,350 * The audit committee has considered whether the provision of these services is compatible with maintaining the principal accountant's independence. SHAREHOLDER PROPOSALS Any Shareholder proposal intended to be placed in the Proxy Statement for the 2001 Annual Meeting to be held in March 2002 must be received by the Corporation no later than December 1, 2001. Written proposals should be sent to Carl D. Culp, Executive Vice President and Treasurer, Farmers National Banc Corp., 20 South Broad Street, P.O. Box 555, Canfield, Ohio 44406. Each proposal submitted should be accompanied by the name and address of the shareholder submitting the proposal and the number of shares owned. If the proponent is not a shareholder of record, proof of beneficial ownership should also be submitted. All proposals must be a proper subject for action and comply with the proxy rules of the Securities and Exchange Commission. Reference is made to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, for information concerning the content and form of such proposal and the manner in which such proposal must be made. ANNUAL REPORT ON FORM 10-K A copy of the Corporation's 2000 report filed with the Securities and Exchange Commission, on Form 10-K, will be available without charge to shareholders upon written request to Carl D. Culp, Executive Vice President and Treasurer, Farmers National Banc Corp., 20 South Broad Street, P.O. Box 555, Canfield, Ohio 44406. BY ORDER OF THE BOARD OF DIRECTORS, FRANK L. PADEN, PRESIDENT & SECRETARY 20 EXHIBIT "A" ARTICLE III PROCEDURES FOR ELECTION OF DIRECTORS SECTION 1. NUMBER OF DIRECTORS. The number of directors constituting the entire Board shall not be less than five (5) nor more than twenty-five (25), the exact number of directors to be determined from time to time by a sixty-six and two-thirds percent (66 2/3%) majority vote of the whole Board of Directors of the corporation, and such exact number shall be eight (8) until otherwise so determined in accordance with this Article III, Section 1. Unless otherwise provided by law, any vacancy in the Board of Directors for any reason, including an increase in the number thereof, shall be filled by action of the Board of Directors as provided in accordance with these Regulations. SECTION 2. NOMINATIONS. Nominations of persons for election to the Board of Directors of the Corporation at a meeting of the shareholders may be made by or at the direction of the Board of Directors. Nominations may also be made at a meeting of shareholders by any shareholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 2 of Article III. Such nominations, other than those made by or at the direction of the Board, shall be made pursuant to timely notice in writing to the Secretary of the corporation. To be timely, a shareholder's notice shall be delivered to or mailed and received at the principal executive offices of the corporation not less than ninety (90) days nor more than one hundred-twenty (120) days prior to the meeting; provided, however, that in the event that less than ninety (90) days' notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so delivered or mailed no later than the close of business on the 7th day following the date public disclosure was made, whichever first occurs. Such shareholder's notice to the Secretary shall set forth (a) as to each nominee of the shareholder: (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment history of the person for the last five (5) years, and (iii) the class and number of shares of capital stock of the corporation which are directly and beneficially owned by the person; and (b) as to the shareholder giving the notice (i) the name and record address of the shareholder and (ii) the class and number of shares of capital stock of the corporation which are directly and beneficially owned by the shareholder. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as director of the corporation. No person shall be eligible for election as a director of the corporation at a meeting of the shareholders unless nominated in accordance with the procedures set forth herein. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure and the defective nomination shall be disregarded. SECTION 3. ELECTION AND TERM OF DIRECTORS. The Board of Directors shall be divided into three (3) classes with the term of office of one class expiring each year. At the annual meeting of Shareholders held in 2001, directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting, directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting, and directors of the third class shall be elected to hold office 21 for a term expiring at the third succeeding annual meeting. Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from an increase in the number of directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any director so chosen shall hold office until the next election of the class for which such director shall have been chosen and until their successor shall be elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director. Subject to the foregoing, at each annual meeting of shareholders, the successors to the class of directors whose term shall then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting. Amendment of this Article III, Section 3 - ELECTION AND TERM OF DIRECTORS, shall require a sixty-six and two-thirds percent (66 2/3%) majority vote of the shareholders. SECTION 4. VACANCIES. In case of a vacancy in the Board of Directors, through increase in the number of directors, death, resignation, disqualification, or other cause, the remaining directors, by an affirmative vote of a majority thereof, shall elect a successor to hold office for the unexpired portion of the term of the director whose place is vacant. If the vacancy is created through an increase in the number of directors, the Board of Directors shall determine the class of such directorship. SECTION 5. REMOVAL OF DIRECTOR. Any or all of the directors shall only be removed with cause and only by the affirmative vote of the holders of not less than sixty-six and two-thirds percent (66 2/3%) of the voting stock of the corporation at a meeting called for such purpose. Sufficient showing of cause shall be determined by a two-thirds (2/3) majority vote of the unaffected directors if there exists a minimum of four (4) unaffected directors. In the event there exists less than four (4) unaffected directors, then sufficient showing of cause shall be determined by unanimous vote of the unaffected directors and by an opinion of an uninterested legal counsel designated by the President of the corporation, which such opinion concurs with the findings of the unaffected directors. 22 PROXY CARD FARMERS NATIONAL BANC CORP. 20 SOUTH BROAD ST., P.O. BOX 555, CANFIELD, OHIO 44406 PROXY FOR ANNUAL MEETING SOLICITED BY THE BOARD OF DIRECTORS KNOW ALL MEN BY THESE PRESENT, that I, the Undersigned Shareholder of Farmers National Banc Corp. of Canfield, Ohio, do hereby nominate and appoint William D. Calhoun, Ronald V. Wertz and David W. Yeany (no officer or employee of the Corporation may be named as proxy) or any one of them (with full power to act alone), my true and lawful attorney(s) with full power of substitution, for me and in my name, place and stead to vote all the Common Stock of said Corporation standing in my name on its books on February 2, 2001, at the Annual Meeting of its Shareholders to be held at COLONIAL CATERING, 429 LISBON STREET, CANFIELD, OHIO 44406, on Thursday, March 29, 2001, at 3:30 P.M., Eastern Standard Time, or any adjournment thereof with all the powers the undersigned would possess if personally present as follows: 1. ELECTION OF DIRECTORS: The election of the eight (8) persons listed in the Proxy Statement dated March 8, 2001 accompanying the notice of said meeting. FOR (all nominees except as indicated below) ______ WITHHOLD AUTHORITY (as to all nominees) To withhold your vote from certain nominees, strike a line through their name: Benjamin R. Brown, Joseph D. Lane, Ralph D. Macali, David C. Myers, Edward A. Ort, Frank L. Paden, William D. Stewart, Ronald V. Wertz 2. AMENDMENT TO ARTICLE IV OF THE ARTICLES OF INCORPORATION: To approve an amendment to increase the authorized shares of the Corporation. ( ) FOR ( ) AGAINST ( ) ABSTAIN 3. AMENDMENT TO ARTICLE III OF THE CODE OF REGULATIONS: To approve an amendment to the procedures for election of directors, including the adoption of a classified board of directors. ( ) FOR ( ) AGAINST ( ) ABSTAIN 4. SUCH OTHER BUSINESS as may properly come before the meeting or any adjournment thereof. [ADDRESS] NUMBER OF SHARES HELD FARMERS NATIONAL BANC CORP. 20 South Broad Street, P.O. Box 555 Canfield, OH 44406 23 PROXY FOR ANNUAL MEETING SOLICITED BY THE BOARD OF DIRECTORS (Please sign on reverse side and return promptly) DETACH PROXY CARD HERE FARMERS NATIONAL BANC CORP. - ANNUAL MEETING OF SHAREHOLDERS MARCH 29, 2001 3:30 P.M. COLONIAL CATERING 429 LISBON STREET CANFIELD, OHIO 44406 IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, THIS PROXY CONFERS AUTHORITY TO VOTE AND WILL BE VOTED "FOR" EACH PROPOSITION LISTED. If any other business is presented at said meeting, this Proxy shall be voted in accordance with the recommendations of The Board of Directors. The Board of Directors recommends a vote "For" each of the listed propositions. This proxy is solicited on behalf of The Board of Directors and may be revoked prior to its exercise. WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE (whether or not you plan to attend the meeting in person). IF YOU DO ATTEND THE MEETING, YOU MAY THEN WITHDRAW YOUR PROXY. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE. DATED _______________ ________________________________________(L.S.) ________________________________________(L.S.) Signature of Shareholder(s) * DETACH ON PERFORATION BELOW AND RETURN THIS CARD Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope *When signing as attorney, executor, administrator, trustee or guardian, please give full title. If more than one trustee, all should sign. All joint others MUST sign. 24 DETACH PROXY CARD HERE [MAP TO COLONIAL CATERING] 10-K 4 l87082ae10-k_pdf.pdf COURTESY COPY OF FARMERS NATIONAL'S 10-K begin 666 DOC.PDF M)5!$1BTQ+C(-"B7BX\_3#0HR(#`@;V)J#0H\/`T*+TQE;F=T:"`R,S2!(;VQD97)S*51J#0I% M5`T*-CDN,#D@.#4R+C,S(&T-"C,U.2XY-R`X-3(N,S,@;`T*4PT*0E0-"C$R M(#`@,"`Q,B`U,RXW,R`X-#`N,#D@5&T-"BA005)4($E)*51J#0I%5`T*-3,N M-S,@.#,X+C@Y(&T-"CDU+C2!$871A M*51J#0I%5`T*-CDN,#D@.#(U+C0U(&T-"C(P-"XY,R`X,C4N-#4@;`T*4PT* M0E0-"C$R(#`@,"`Q,B`U,RXW,R`X,3,N,C$@5&T-"BA005)4($E)22E4:@T* M150-"C4S+C2!3=&%T M96UE;G0I5&H-"D54#0HU,RXW,R`V-C0N,3<@;0T*,C4Y+C$W(#8V-"XQ-R!L M#0I3#0IE;F1S=')E86T-"F5N9&]B:@T*,R`P(&]B:@T*/#P-"B]0&-H86YG92!!8W0@;V8@,3DS-"`I5&H-"E0J#0HH1F]R('1H M92!F:7-C86P@>65A&-H86YG92!!8W0@;V8@,3DS-"`I M5&H-"E0J#0HH1F]R('1H92!T&5C=71I M=F4@*51J#0I4*@T**&]F9FEC97-<*2E4:@T*,C,N-C(@,2XQ,B!41`T**%PH M6FEP($-O9&5<*2E4:@T*+T8T(#$@5&8-"BTS,2XX("TS+C0R(%1$#0I;*%)E M9VES=')A;G1<,C(R2!C:&5C:R!M87)K('=H971H97(@=&AE(')E9VES M=')A;G0@7"@Q7"D@:&%S(&9I;&5D(&%L;"!R97!O&-H86YG92!!8W0@;V8@,3DS M-"!D=7)I;F<@=&AE('!R96-E9&EN9R`Q,B!M;VYT:',@7"AO'D@;W(@:6YF;W)M871I;VX@ M*51J#0I4*@T**'-T871E;65N=',@:6YC;W)P;W)A=&5D(&)Y(')E9F5R96YC M92!I;B!087)T($E)22!O9B!T:&ES($9O&EM871E M;'D@)#DU+#'1' M4W1A=&4@/#P-"B]'4S$@-R`P(%(-"CX^#0H^/@T*96YD;V)J#0HQ,R`P(&]B M:@T*/#P-"B],96YG=&@@,30R-0T*/CX-"G-T'0@70T*+T9O;G0@/#P-"B]&,B`T M(#`@4@T*+T8S(#4@,"!2#0H^/@T*+T5X=$=3=&%T92`\/`T*+T=3,2`W(#`@ M4@T*/CX-"CX^#0IE;F1O8FH-"C$V(#`@;V)J#0H\/`T*+TQE;F=T:"`S,C`P M#0H^/@T*7-I7-I'1'4W1A=&4@/#P-"B]'4S$@-R`P M(%(-"CX^#0H^/@T*96YD;V)J#0HQ.2`P(&]B:@T*/#P-"B],96YG=&@@,C8P M-PT*/CX-"G-T2!( M;VQD97)S*2TQ-C$P-RXQ*$DM-RE=5$H-"C$R(#`@,"`Q,B`Y-2XW,R`W-S8N M-#D@5&T-"B@@*51J#0HQ,"XP-SD@,"`P(#$P+C`W.2`Y-2XW,R`W-C0N-S,@ M5&T-"BA087)T($E)*51J#0I%5`T*,"XU($<-"C$R,"XT-2`W-C`N.#D@;0T* M.34N-S,@-S8P+C@Y(&P-"CDU+C&5C=71I=F4@3V9F:6-E'0@70T*+T9O;G0@/#P-"B]&,B`T(#`@4@T* M+T8T(#8@,"!2#0H^/@T*+T5X=$=3=&%T92`\/`T*+T=3,2`W(#`@4@T*/CX- M"CX^#0IE;F1O8FH-"C(R(#`@;V)J#0H\/`T*+TQE;F=T:"`S,#2!R96=I M2!!8W0@;V8@ M,3DU-BP@87,@86UE;F1E9"X@5&AE(&]N;'D@2!I2P@9&]M97-T:6,@8F%N:VEN9RX@*51J#0HP("TR+C,@ M5$0-"B@@("`@("!4:&4@0V]R<&]R871I;VX@8V]N9'5C=',@;F\@8G5S:6YE M&-E<'0@9F]R(&EN=F5S=&UE;G0@:6X@2!B:6QL('!A M>6UE;G1S+"!-87-T97)#87)D(&%N9"!6:7-A(&-R961I="!C87)D2!O9F9E2!A;F0@:7,@2!T:&4@3V9F:6-E(&]F('1H92!#;VUP=')O M;&QE65A2!R969E'0@70T*+T9O;G0@/#P- M"B]&,B`T(#`@4@T*+T8T(#8@,"!2#0H^/@T*+T5X=$=3=&%T92`\/`T*+T=3 M,2`W(#`@4@T*/CX-"CX^#0IE;F1O8FH-"C(U(#`@;V)J#0H\/`T*+TQE;F=T M:"`T,#4Y#0H^/@T*2!C;W5N='D@:6X@3VAI;R!W:71H M;W5T(&=E;V=R87!H:6,@*51J#0I4*@T**')E2!I;B!OF5D7#(R-#L@7#(R,V%D97%U871E;'D@8V%P:71A;&EZ961<,C(T.R!<,C(S M=6YD97)C87!I=&%L:7IE9%PR,C0[("E4:@T*,"`M,2XQ,B!41`T**%PR,C-S M:6=N:69I8V%N=&QY('5N9&5R8V%P:71A;&EZ961<,C(T.R!A;F0@7#(R,V-R M:71I8V%L;'D@=6YD97)C87!I=&%L:7IE9%PR,C0@86YD(&EM<&]S97,@2`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`I5&H-"E0J#0HH;F5W(&QI;F4@;V8@8G5S:6YE2!T;R!S=6-C965D7#(R-"!I M;B!R97-T;W)I;F<@=&AE(&ENF5D+B`I5&H-"C`@ M+3(N,R!41`T**"`@("`@(%5N9&5R($9$24-)02P@8F%N:R!R96=U;&%T;W)S M(&%R92!D:7)E8W1E9"!T;R!R97%U:7)E(%PR,C-S:6=N:69I8V%N=&QY('5N M9&5R8V%P:71A;&EZ961<,C(T(&EN2!O=&AE2!D971E2!O=70@=&AE('!U M2!M=7-T+"!I;B!M;W-T(&-A2!H:6=H97(@*51J M#0I4*@T**'1H86X@<')E=F%I;&EN9R!R871E2!P'1'4W1A=&4@/#P-"B]'4S$@-R`P(%(- M"CX^#0H^/@T*96YD;V)J#0HS,2`P(&]B:@T*/#P-"B],96YG=&@@-#0Q,PT* M/CX-"G-T2!B'!O M2!I;G-T:71U=&EO;B!V87)I M960@86-C;W)D:6YG('1O(&ET2`I5&H-"E0J#0HH8V%P:71A;&EZ960@;W(@;&5S M2!S=6)G2`S,2P@,3DY-RX@4W1A M=&5S(&%L2!E;F%C="!L96=I2!B86YK("E4:@T*5"H-"BAI M;G9O;'9E9"!I;B!T:&4@;65R9V5R(&-O=6QD(&AA=F4@97-T86)L:7-H960@ M8G)A;F-H97,@=6YD97(@2`I5&H-"E0J#0HH97-T86)L:7-H(&$@9&4@;F]V M;R!B2!P97)M M:71S('1H92!E2!E2`I5&H-"C`@+3$N,3(@5$0-"BAI;G-T:71U M=&EO;G,L(&EN2P@=VAI;&4@=&AE(&9U;F-T:6]N86P@2!F=6YC=&EO;F%L("E4:@T*5"H-"BAR96=U;&%T M;W(N(%1H92!'3$(@06-T(')E<75I2!O'0@70T*+T9O;G0@/#P-"B]&,B`T(#`@ M4@T*+T8T(#8@,"!2#0H^/@T*+T5X=$=3=&%T92`\/`T*+T=3,2`W(#`@4@T* M/CX-"CX^#0IE;F1O8FH-"C,T(#`@;V)J#0H\/`T*+TQE;F=T:"`S-#@V#0H^ M/@T*2X@3W!E2`I5&H- M"E0J#0HH5&AE($UA:6X@3V9F:6-E(&ES(&QO8V%T960@870@,C`@4RX@0G)O M860@4W1R965T+"!#86YF:65L9"P@3VAI;RX@5&AE(&]T:&5R(#$V(&]F9FEC M97,@;V8@=&AE($)A;FL@87)E.B`I5&H-"C@N,3@@+3$N,3(@5$0-"C$P+C,Y M(%1C#0I;*"`@*3DQ,C`H("E=5$H-"B]&,B`Q(%1F#0HQ,"XP-SD@,"`P(#$P M+C`W.2`Q,C,N.#$@-S@T+C0Q(%1M#0HP(%1C#0I;*$%UF$@3V9F:6-E*2TU.#$S+C,H-#`Q($4N($UA:6X@4W0N($-A;F9I96QD+"!/ M:&EO*5U42@T*+T8T(#$@5&8-"C$R(#`@,"`Q,B`Q,C,N.#$@-CDW+C(Y(%1M M#0HH("E4:@T*+T8R(#$@5&8-"C$P+C`W.2`P(#`@,3`N,#2!C;W5R2!(;VQD97)S M("E4:@T*+T8T(#$@5&8-"BTQ,2XR-B`M,BXS(%1$#0HH1F%R;65R2!$871A("E4:@T* M5"H-"BA.97<@06-C;W5N=&EN9R!02!S=&%T96UE;G0L M('=H:6-H('=I;&P@8F4@=7-E9"!I;B`I5&H-"C`@+3$N,3(@5$0-"BAC;VYN M96-T:6]N('=I=&@@:71S(&%N;G5A;"!M965T:6YG(&]F('-H87)E:&]L9&5R M2!S=&%T96UE;G0@:7,@*51J#0I4*@T**&%T=&%C:&5D(&AE&5C=71I=F4@3V9F:6-E&5C=71I=F4@;V9F:6-E2E4:@T*+T8T(#$@5&8-"C$R(#`@ M,"`Q,B`R.3DN,#$@,S,R+C0Y(%1M#0HH22TW("E4:@T*150-"F5N9'-T2!F;VQL;W=I;F<@=&AE(&%N;G5A;"!M965T:6YG(&]F('-H87)E:&]L M9&5R&5C=71I=F4@3V9F:6-E2!S:6YC92!T:&4@:6YC97!T:6]N(&]F(')E9VES=')A;G0@;VX@36%R8V@@ M,S$L(#$Y.#,L('=A&5C=71I=F4@*51J#0HP("TQ+C$R(%1$#0HH5FEC92!0&5C M=71I=F4@<&]S:71I;VYS('=I=&@@=&AE($)A;FLN("E4:@T*,"`M,BXS(%1$ M#0HH37(N($-A'D@2!S=&%T96UE;G0@:7,@871T86-H960@*51J#0I4*@T**&AE M2!S=&%T96UE M;G0L('=H:6-H('=I;&P@8F4@=7-E9"!I;B`I5&H-"C`@+3$N,3(@5$0-"BAC M;VYN96-T:6]N('=I=&@@:71S(&%N;G5A;"!M965T:6YG(&]F('-H87)E:&]L M9&5R'D@'1'4W1A=&4@/#P- M"B]'4S$@-R`P(%(-"CX^#0H^/@T*96YD;V)J#0HT-2`P(&]B:@T*/#P-"B], M96YG=&@@,3,Y,0T*/CX-"G-T&AI8FET2!A M"!O9B!%>&AI8FET2!R969E2`S,2P@,C`P,2P@&-H86YG M92!!8W0@;V8@,3DS-"P@=&AE(')E9VES=')A;G0@:&%S("E4:@T*,"`M,2XQ M,B!41`T**&1U;'D@8V%U2DM,C(R-3(N,RA%>&5C=71I=F4@5FEC92!065RBE4:@T*150-"C8W+C8U(#4S,"XY-R!M#0HQ-#8N-C$@-3,P+CDW(&P-"E,- M"D)4#0HQ,"XP-SD@,"`P(#$P+C`W.2`R-3@N-#4@-3,Q+CDS(%1M#0I;*$1I M'0@70T*+T9O M;G0@/#P-"B]&,B`T(#`@4@T*/CX-"B]%>'1'4W1A=&4@/#P-"B]'4S$@-R`P M(%(-"CX^#0H^/@T*96YD;V)J#0HU-"`P(&]B:@T*/#P-"B],96YG=&@@,C2!H;VQD97)S(%PH9FEL960@:&5R97=I=&A<*2XI751*#0HQ M,B`P(#`@,3(@,3(S+C@Q(#8T-RXS-R!4;0T**"`I5&H-"C$P+C`W.2`P(#`@ M,3`N,#2`I751*#0HR+C4R-"`M,2XQ,3DR(%1$#0HH2!3=&%T96UE;G0@7"AF:6QE9"!H97)E=VET:%PI M*5U42@T*,3(@,"`P(#$R(#(U+C8U(#0T."XX.2!4;0T**$-O<&EE7!E("]4>7!E,0T*+TYA;64@+T8R#0HO0F%S949O;G0@+U1I;65S+5)O;6%N M#0H^/@T*96YD;V)J#0HU(#`@;V)J#0H\/`T*+U1Y<&4@+T9O;G0-"B]3=6)T M>7!E("]4>7!E,0T*+TYA;64@+T8S#0HO0F%S949O;G0@+U1I;65S+4)O;&0- M"CX^#0IE;F1O8FH-"C8@,"!O8FH-"CP\#0HO5'EP92`O1F]N=`T*+U-U8G1Y M<&4@+U1Y<&4Q#0HO3F%M92`O1C0-"B]%;F-O9&EN9R`U-R`P(%(-"B]"87-E M1F]N="`O5&EM97,M4F]M86X-"CX^#0IE;F1O8FH-"C4W(#`@;V)J#0H\/`T* M+U1Y<&4@+T5N8V]D:6YG#0HO1&EF9F5R96YC97,@6R`P+V=R879E+V%C=71E M+V-IF-A7!H M96XO"]59&EE`T*+V%T:6QD92]A9&EE`T*+V5D:65R97-I M"]O=&EL9&4O;V1I97)E M61I97)E7!E("]086=E#0HO4&%R96YT(#@@,"!2#0HO M4F5S;W5R8V5S(#$Q(#`@4@T*+T-O;G1E;G1S(#$P(#`@4@T*/CX-"F5N9&]B M:@T*,3(@,"!O8FH-"CP\#0HO5'EP92`O4&%G90T*+U!A7!E("]086=E#0HO4&%R96YT(#@@,"!2 M#0HO4F5S;W5R8V5S(#(P(#`@4@T*+T-O;G1E;G1S(#$Y(#`@4@T*/CX-"F5N M9&]B:@T*,C$@,"!O8FH-"CP\#0HO5'EP92`O4&%G90T*+U!A7!E("]086=E#0HO4&%R96YT(#@@ M,"!2#0HO4F5S;W5R8V5S(#(Y(#`@4@T*+T-O;G1E;G1S(#(X(#`@4@T*/CX- M"F5N9&]B:@T*,S`@,"!O8FH-"CP\#0HO5'EP92`O4&%G90T*+U!A7!E("]086=E#0HO4&%R96YT M(#0P(#`@4@T*+U)E7!E("]086=E#0HO M4&%R96YT(#0P(#`@4@T*+U)E')E9@T*,"`V,`T*,#`P,#`P,#`P,"`V-34S-2!F#0HP,#`P,#4Q-C8U M(#`P,#`P(&X-"C`P,#`P,#`P,3<@,#`P,#`@;@T*,#`P,#`P,C0U-"`P,#`P M,"!N#0HP,#`P,#4P,#DY(#`P,#`P(&X-"C`P,#`P-3`Q.#D@,#`P,#`@;@T* M,#`P,#`U,#(W."`P,#`P,"!N#0HP,#`P,#4P,#(P(#`P,#`P(&X-"C`P,#`P M-3,Q,C,@,#`P,#`@;@T*,#`P,#`U,3 EX-13 5 l87082aex13pdf.pdf COURTESY COPY OF FARMERS NATIONAL EXHIBIT 13 begin 666 DOC.PDF M)5!$1BTQ+C(-"B7BX\_3#0HR(#`@;V)J#0H\/`T*+TQE;F=T:"`T.34-"CX^ M#0IS=')E86T-"C$@9PT*+T=3,2!G'0@70T*+T9O;G0@/#P-"B]&,B`T(#`@4@T*+T8S M(#4@,"!2#0H^/@T*+T5X=$=3=&%T92`\/`T*+T=3,2`V(#`@4@T*/CX-"CX^ M#0IE;F1O8FH-"CD@,"!O8FH-"CP\#0HO3&5N9W1H(#$P-30-"CX^#0IS=')E M86T-"C$@9PT*+T=3,2!G2!H96%D<75A2!A;F0@:71S(&1E<&]S:71S(&%R92!I;G-U2E4 M:@T*+T8T(#$@5&8-"C$X+C@U.#D@,"XP-#2E4:@T*+T8T(#$@5&8-"C$W+C@U.#@@,"XP M-#'1'4W1A=&4@/#P-"B]'4S$@-B`P(%(-"CX^#0H^/@T*96YD;V)J M#0HQ-B`P(&]B:@T*/#P-"B],96YG=&@@-#@T,0T*/CX-"G-T2!W:71H('1H92!A8W%U:7-I=&EO;B!O9B!396-U2!&:6YA;F-I86P@0V]R<&]R871I;VX[(&]U65A65D(&%N;W1H97(@>65A65A2!A<'!R;WAI;6%T96QY("0P+C`Y('!E'!E;G-E&-E2!H96%R=&5N:6YG M(&EN87-M=6-H(&%S('=E(&AA=F5N7#(R,G0@>65T('1A<'!E9"!T:&4@;W!P M;W)T=6YI=&EE2!O=7(@;65R9V5R("E4:@T*5"H-"BAW M:71H(%-E8W5R:71Y+B!4:&ES('1R86YS86-T:6]N(&=I=F5S('5S(&%C8V5S M2!W:71H(&9I=F4@;F5W(&]F9FEC97,L M(&AI9VAL>2!C87!A8FQE("E4:@T*5"H-"BAA2`R,2!P97)C96YT(&9R;VT@ M=&AE(#$Y.3D@<&%Y;W5T+"!F;W(@86X@86YN=6%L(')A=&4@;V8@)#`N-3$@ M<&5R('-H87)E+"!A;F0@*51J#0HP("TQ+C$R(%1$#0HH=V4@<&%I9"!O=7(@ M,C5T:"!C;VYS96-U=&EV92!A;FYU86P@2P@87,@ M82!R97-U;'0@;V8@82!L;VYG('1R86-K(')E8V]R9"!O9B!S=6-C97-S+"!T M:&4@9FEN86YC:6%L('-T'!E2!F;W)T=6YA=&4@=&\@96YJ M;WDN+BX@=&AE(&9I;F%N8VEA;"!S=')E;F=T:"!W92!N965D+EPR,C0I5&H- M"B]&,B`Q(%1F#0HM.2XR("TR+C,T(%1$#0HH("`@("`@5&AI65A6]U(&9O6]U(&]N(&]U2!O9B!A($QA;F1M87)K*51J#0HO1C8@,2!49@T*,"`M,BXS M."!41`T**$9O65A2!I;B!T:&4@36%H;VYI;F<@5F%L;&5Y+B`I5&H-"C`@+3$N,B!41`T* M*$$@;&]O:R!B86-K(&%C2!$;VQL87(@0F%N:RX@*51J#0HO1C0@,2!49@T*+3(@+3(N-"!4 M1`T**#$Y.32!R979I M97<@=&AE('!A2!O9B!O=7(@86-H:65V96UE;G1S+"!P97)F;W)M86YC M92!S:&]R=&-O;6EN9W,@86YD(&9U='5R92!P;&%N2X@*51J#0HO1C4@,2!49@T*,3`N.#(@+3(N,S8@5$0-"BA<,C(S1F%R;65R M2!B86YK:6YG('-U8V-E M'!A;G-I;VX@*51J#0I4*@T**"`@("`@(#-<*2!$:79E2!O9B!A;GD@8V]R<&]R871E(&5X96-U=&EV92!I2!M86YY('!U8FQI8VQY(&AE;&0@8F%N:VEN9R!I M;G-T:71U=&EO;G,@:6X@=&AE('!A6YA;6EC2!B86YK97)S('1O M(')E+65V86QU871E('1H96ER('-T2!I;7!R;W9E;65N=',@:&%V92!B965N(&-R96%T960L(&9U65A2`Q,S(@<&5R8V5N="P@*51J#0I4*@T**&9R;VT@)#`N,C(@ M<&5R('-H87)E(&EN(#$Y.38L('1O("0P+C4Q('!E6EN9R!A(#(@<&5R8V5N="!S M=&]C:R!D:79I9&5N9"!I;B`I5&H-"E0J#0HH96%C:"!O9B!T:&]S92!Y96%R M'0@70T*+T9O;G0@/#P-"B]&,B`T(#`@ M4@T*+T8S(#4@,"!2#0HO1C0@,30@,"!2#0HO1C4@,3@@,"!2#0H^/@T*+T5X M=$=3=&%T92`\/`T*+T=3,2`V(#`@4@T*/CX-"CX^#0IE;F1O8FH-"C(X(#`@ M;V)J#0H\/`T*+TQE;F=T:"`T,C(X#0H^/@T*2!);B!4:&]U2`R,#`P+"!W M92!I;G-T:71U=&5D(&$@F5D('!O&-E;&QE;G0@:6YV97-T;65N="X@*51J#0HO1C0@,2!49@T*,"`M,BXS M-B!41`T**$%C:&EE=FEN9R!!2!M97)G97(L($9A2!$;VQL87(@;65R9V5R('1R86YS86-T:6]N('=A M2X@5VAE;B!G:79E;B!T:&4@*51J#0HP("TQ+C$R(%1$ M#0HH=VEN9&]W(&]F(&]P<&]R='5N:71Y('1O(&5X<&%N9"!O=7(@8F%N:VEN M9R!M87)K970@:6YT;R!42!I;B!O M=7(@<')O8V5S2!S:6UI;&%R+"!W:71H('1O=&%L(&-O;6UI M=&UE;G0@=&\@;VYG;VEN9R!I;G9E7,N($9O'!E8W0@8V]N=&EN=65D("E4:@T*,"`M,2XQ,B!41`T**'!E'!E M8W0@=&\@9G5L;'D@97AP86YD(&]U2P@;F5I=&AE2!T:&%N(&5V97(@ M8F5F;W)E+B!!;F0@=VAI;&4@;65R9V5R2!B86YK'0@70T* M+T9O;G0@/#P-"B]&,B`T(#`@4@T*+T8S(#4@,"!2#0HO1C0@,30@,"!2#0HO M1C4@,3@@,"!2#0H^/@T*+T5X=$=3=&%T92`\/`T*+T=3,2`V(#`@4@T*/CX- M"CX^#0IE;F1O8FH-"C,Q(#`@;V)J#0H\/`T*+TQE;F=T:"`S-#(P#0H^/@T* M2!!8W0@;V8@,3DY.2!N;W<@<&5R;6ET2!T:&5S92!L87)G M97(@2!C:&%R86-T97)I>F4@;VYL:6YE M(&]R9V%N:7IA=&EO;G,N($1U2!A9G1E'!E2!T:&4@1D1)0R!A;F0@87)E(&YO="!D97!O2`R,#`P+"!04DE-159%4U0@:6YT2!H87,@86-C M;VUP;&ES:&5D(&$@9W)E870@9&5A;"!D=7)I;F<@=&AI2X@*51J#0HR,"XY M-"`M,BXS(%1$#0HH6U!)0U154D5=("E4:@T*,BXQ."`M,BXS(%1$#0HH-B`I M5&H-"D54#0IE;F1S=')E86T-"F5N9&]B:@T*,S(@,"!O8FH-"CP\#0HO4')O M8U-E="!;+U!$1B`O5&5X="!=#0HO1F]N="`\/`T*+T8R(#0@,"!2#0HO1C,@ M-2`P(%(-"B]&-"`Q-"`P(%(-"B]&-2`Q."`P(%(-"CX^#0HO17AT1U-T871E M(#P\#0HO1U,Q(#8@,"!2#0H^/@T*/CX-"F5N9&]B:@T*,S0@,"!O8FH-"CP\ M#0HO3&5N9W1H(#$P,C,U#0H^/@T*&-E<'0@4&5R(%-H87)E($1A=&%<*2E4:@T*+3(T+C@X M,S,@+3$N,C,X,B!41`T*6RA&;W(@=&AE(%EE87)S($5N9&EN9RDM-SDY,"XU M*#(P,#`I+30Q,3DN."@Q.3DY*2TV-CDQ+C0H,3DY."DM-C8Y,2XT*#$Y.32!O9B!%87)N:6YG'!E;G-E*51J#0HO1C0@,2!4 M9@T*,38N-30Y,B`P+C`T-S8@5$0-"B@Q."PP,C,I5&H-"B]&,B`Q(%1F#0HV M+C,X,38@+3`N,#0W-B!41`T*6R@Q-2PX-C0I+34Y-#$N-2@Q-"PU-#0I+34Y M-#$N-2@Q,RPW,#(I+3,Q,S$N-R@Q,RPP-CDI751*#0I%5`T*,"XU($<-"C(U M,2XR-2`W,C$N,#4@;0T*,C$X+C8Q(#2E4:@T*+T8T(#$@ M5&8-"C$V+C4T.3(@,"XP-#'1'4W1A=&4@/#P-"B]'4S$@-B`P(%(- M"CX^#0H^/@T*96YD;V)J#0HS-R`P(&]B:@T*/#P-"B],96YG=&@@.30Y,`T* M/CX-"G-T&%B;&4@'1'4W1A=&4@/#P-"B]'4S$@-B`P M(%(-"CX^#0H^/@T*96YD;V)J#0HT,"`P(&]B:@T*/#P-"B],96YG=&@@,3,R M-PT*/CX-"G-T2DM,3$R-CDH-3@L-32DM,34Y,#8N-"@D-30Y+#0X,BE=5$H-"D54#0HP+C4@1PT*-#@P M+C0U(#@W,RXR,2!M#0HR,C0N-C$@.#'1' M4W1A=&4@/#P-"B]'4S$@-B`P(%(-"CX^#0H^/@T*96YD;V)J#0HT-2`P(&]B M:@T*/#P-"B],96YG=&@@-S4V.`T*/CX-"G-T7IE2!R871E(&%N9"!V;VQU;64@=&AE(&1O;&QA"!%<75I=F%L96YT($EN=&5R97-T($EN8V]M92E4:@T* M+T8R(#$@5&8-"C$N,#(S.2`M,2XS.#$Q(%1$#0HH3&]A;G,I5&H-"B]&-"`Q M(%1F#0HQ-"XX-3@V(#`N,#0W-B!41`T*6R@D,BPQ-#2!A"!O M9B!T:&4@8V]M<&%N>5PR,C)S(&)U&-H M86YG92`I5&H-"E0J#0HH0V]M;6ES2!W87,@ M."XS-R4@87,@8V]M<&%R960@=&\@.2XV,B4@9F]R(#$Y.3D@86YD(#@N.3DE M(&9O&-L=61E M(&%N(&%F=&5R+71A>"!N;VXM"!N;VXM'!E;G-E+B`I5&H-"C`@+3(N,R!41`T**"`@ M("`@(%1H97-E(')E2!C;VUM M97)C:6%L(')E86P@97-T871E(&%N9"!I;F1I'!E;G-E2P@'!E;G-E(&%N9"P@=&AE M2!P97)F;W)M86YC92!M96%S=7)E+B!4:&4@0V]R<&]R871I;VX@;6]N:71O M2!P97)F;W)M86YC92!I;F1I M8V%T;W)S(%PR,C<@;F5T(&EN=&5R97-T('-P&%B;&4@*51J#0I4*@T**&5Q=6EV86QE;G0@8F%S:7,@=V%S M(#0N,C6EE;&0@9G)O M;2`X+C4R)2!I;B`Q.3DY('1O(#@N-3`E(&EN(#(P,#`N($EN8V]M92!F2!T:&4@"!M97)G97(@'!E;G-E"`I5&H-"C`@+3$N,3(@5$0-"BAR871E"!R871E('=A M2!M86YA9V5M96YT(&%R92!L:7%U:61I='DL('1H92!B86QA;F-E(&)E='=E M96X@:6YT97)E2!F;V-U2!M87)K970@97AP;W-UF4@:6YT97)E6]N9"!T:&ES('1I;64@9G)A;64@8F5C875S92!I="!B96QI979E M6UE;G1S(&]F(&QO86YS M(&%N9"!L;V%N(&1E;&EN<75E;F-I97,@87)E('-O;64@;V8@=&AE(&9A8W1O M2!D97!O2!T;R!A='1R86-T(&1E<&]S M:71S(&%N9"!B;W)R;W<@9G5N9',@*51J#0I4*@T**&1E<&5N9',@:6X@;&%R M9V4@;65A2P@8V%P:71A;&EZ871I M;VX@86YD(&]V97)A;&P@9FEN86YC:6%L(&-O;F1I=&EO;BX@*51J#0HP("TR M+C,@5$0-"B@@("`@("!02!A("0R-"XV,SD@;6EL;&EO;B!I M;F-R96%S92!I;B!&961E6UE;G1S(&]F M('!R:6YC:7!A;"!F;W(@=F%R:6]U&5D(%)A=&5S(&]F($EN=&5R97-T*2TQ-#@W,RXV*#(L M,#65AF5S('1H870@=VAI;&4@=&AE($QO86X@*51J M#0I4*@T**%!O'1'4W1A=&4@/#P-"B]'4S$@-B`P(%(-"CX^#0H^/@T* M96YD;V)J#0HV,R`P(&]B:@T*/#P-"B],96YG=&@@-3F4@6UE;G0@8V%P86-I='DL('1H92!"86YK(&=E M;F5R86QL>2!R97%U:7)E2!R97%U:7)E2X@26YD:7)E8W0@3&]A;G,@ M8V]M<')I&5D(')A=&4@=&5R;7,@87)E(&QI;6ET960@=&\@ M9FEF=&5E;B!Y96%R('1E2!Y96%R2!F2!O2P@9V5N97)A;"!W;W)K:6YG M(&-A<&ET86P@*51J#0I4*@T**'!U'!E&ES=&EN9R!L;V%N('!O2!S=&%N9&%R9',@86YD(&]T:&5R(')E;&5V M86YT(&9A8W1O2!M M86YA9V5M96YT(&EN("E4:@T*5"H-"BAD971E'!E;G-E2!L;V%N(&-U2!T;R!P65A7,@;W(@;6]R92!P87-T(&1U92!B=70@8V]N=&EN=64@=&\@86-C M'0@70T*+T9O;G0@/#P-"B]&,B`T(#`@4@T*+T8S(#4@,"!2#0HO1C0@ M,30@,"!2#0HO1C4@,3@@,"!2#0H^/@T*+T5X=$=3=&%T92`\/`T*+T=3,2`V M(#`@4@T*/CX-"CX^#0IE;F1O8FH-"C'!E&EM871E;'D@)#$P(&UI;&QI;VX@2!T:')O=6=H("E4:@T*,"`M,2XQ,B!41`T**&EN=F5S=&UE M;G0@:6X@2!T>7!E(&]F(&]B;&EG871I;VX@870@ M=&AE(&1A=&5S(&EN9&EC871E9#H@*51J#0HU+C@T("TQ+C$R(%1$#0HP+CDQ M(%1C#0I;*"`I,C`H("DR,"@@*2TQ,CDX,"@@("`I+3$U.#`H("`@("DM,34X M,"@@("`@*2TQ-3@P*"`I751*#0HO1C0@,2!49@T*,3`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`T,C0N,3<@;0T*,CDS+C&5S*2TQ-3$Y-2XU*#4X,2DM,SDR.2XR*#8W-2DM-#4P,"XW*#8X M-BDM-C8Y,2XS*#'1'4W1A=&4@ M/#P-"B]'4S$@-B`P(%(-"CX^#0H^/@T*96YD;V)J#0HY,2`P(&]B:@T*/#P- M"B],96YG=&@@,S4Q-0T*/CX-"G-T2!A8W1I=F4@ M:6X@=')A9&EN9R!T:&4@*51J#0HO1C,@,2!49@T*5"H-"BA#;W)P;W)A=&EO M;EPR,C)S(&-O;6UO;B!S=&]C:RX@4V5T(&9O2`I5&H-"C`@+3$N,3(@5$0-"BAA2!A8W%U:7)E9"!D M=7)I;F<@,C`P,"!I;B!A('1R86YS86-T:6]N("E4:@T*5"H-"BAA8V-O=6YT M960@9F]R(&%S(&$@<&]O;&EN9R!O9B!I;G1E65A2!O9B!T:&4@8V]M<&%N>5PR,C)S(&UA;F%G96UE M;G0N($]U2!I'!R97-S(&%N(&]P:6YI M;VX@*51J#0I4*@T**&]N('1H97-E(&-O;G-O;&ED871E9"!F:6YA;F-I86P@ M2!W:71H("E4:@T*5"H-"BAG96YE M'0@70T*+T9O;G0@/#P-"B]&,B`T(#`@4@T*+T8S M(#4@,"!2#0HO1C0@,30@,"!2#0HO1C4@,3@@,"!2#0H^/@T*+T5X=$=3=&%T M92`\/`T*+T=3,2`V(#`@4@T*/CX-"CX^#0IE;F1O8FH-"CDW(#`@;V)J#0H\ M/`T*+TQE;F=T:"`Q,S$W-@T*/CX-"G-T'0@70T*+T9O;G0@/#P-"B]& M,B`T(#`@4@T*+T8T(#$T(#`@4@T*/CX-"B]%>'1'4W1A=&4@/#P-"B]'4S$@ M-B`P(%(-"CX^#0H^/@T*96YD;V)J#0HQ,#`@,"!O8FH-"CP\#0HO3&5N9W1H M(#(P-#&-E<'0@4&5R(%-H87)E($1A=&%<*2E4:@T*150-"C`N-2!G#0HR.3@N M,CD@.#65E(&)E;F5F:71S*51J M#0HR,"XY-S@R(#`N,#6EN9R!N;W1E2E4:@T* M+T8R(#$@5&8-"C$P+C`W.2`P(#`@,3`N,#F5D(&%P<')E8VEA=&EO;B!<*&1E<')E8VEA=&EO;EPI M(&]N*51J#0HR.2XU-3`T(#`N,#6EN9R!N M;W1EF%T:6]N(&%N9"!A M8V-R971I;VXI5&H-"C(W+C(T,#<@,"XP-S$T(%1$#0HP+C$W.#8@5&,-"B@@ M("E4:@T*+T8T(#$@5&8-"C(N,30S,2`M,"XP-S$T(%1$#0HP(%1C#0HH,BPR M-#(I5&H-"B]&,B`Q(%1F#0HR+C(V,C$@,"XP-S$T(%1$#0HP+C$W.#8@5&,- M"B@@("`I5&H-"C(N-3DU-2`M,"XQ,3DQ(%1$#0HP(%1C#0HH,BPP,SDI5&H- M"C(N,C8R,2`P+C$Q.3$@5$0-"C`N,C`R-"!48PT**"`@("E4:@T*,BXV-#,Q M("TP+C$Q.3$@5$0-"C`@5&,-"B@Q+#@R-2E4:@T*,BXR-C(Q(#`N,3$Y,2!4 M1`T**"`I5&H-"BTT-"XP-S4V("TQ+C0R.#<@5$0-"C$N,#@S-2!48PT**"`@ M*51J#0HR+C8V-CD@+3`N,#2!S96-U6EN9R!N;W1E'1'4W1A=&4@ M/#P-"B]'4S$@-B`P(%(-"CX^#0H^/@T*96YD;V)J#0HQ,3,@,"!O8FH-"CP\ M#0HO3&5N9W1H(#$R,`T*/CX-"G-T2!A M;F0@:71S('=H;VQL>2UO=VYE9"!S=6)S:61I87)Y+"!4:&4@1F%R;65R2P@5&AE($9A2!T:&4@0F%N:R!I&5S(&%R92!P7,@<&%S="!D=64@87,@=&\@<')I;F-I<&%L M(&]R(&EN=&5R97-T.R!H;W=E=F5R+"!M86YA9V5M96YT(&UA>2!E;&5C="!T M;R!C;VYT*51J#0HU,2XY,#,S(#`@5$0-"BAI;G5E("E4:@T*+34Q+CDP,S,@ M+3$N,3$Y,B!41`T**'1H92!A8V-R=6%L('=H96X@=&AE(&5S=&EM871E9"!N M970@2!A<'!L*51J#0HT.2XR,S0U(#`@5$0-"BAI97,@=&\@=&AE("E4 M:@T*+30Y+C(S-#4@+3$N,3$Y,B!41`T**&)A;FM<,C(R6EE;&0@ M;VX@=&AE("E4:@T*-#DN-S`W-2`P(%1$#0HH2!C&ES=&EN9R!L;V%N2!B92!N96-E2!B92!M871E2!F2P@=&AE>2!W:6QL(&)E(')E<"E4:@T*-#DN-3DU-2`P(%1$#0HH M;W)T960@:6X@*51J#0HM-#DN-3DU-2`M,2XR.#4X(%1$#0HH96%R;FEN9W,@ M:6X@=&AE('!EF5D(&]V97(@,34@>65AF5D(&]V97(@."!Y96%RF%T:6]N(&]F("0Y-RPP,#`@=V%S(')E M8V]R9&5D(&EN(#(P,#`L(#$Y.3D@86YD(#$Y.3@N("E4:@T*+T8T(#$@5&8- M"C`@+3(N,S8@5$0-"BA);F-O;64@5&%X97,Z*51J#0HO1C,@,2!49@T*,"`M M,BXS-"!41`T**"`@("`@($EN8V]M92!T87AE2P@87)E('!R;W9I9&5D(&9O2!D=64@86YD(&1E9F5R2!D:69F97)E;F-E'!E;G-E(&9O65A2X@*51J#0HO1C0@,2!49@T*,"`M,BXS-B!41`T**%!E2`Q M+"`Q.3DX+"!T:&4@0V]M<&%N>2!A9&]P=&5D(%-T871E;65N="!O9B!&:6YA M;F-I86P@06-C;W5N=&EN9R!3=&%N9&%R9',@3F\N(#$S,"P@*51J#0HP("TQ M+C$R(%1$#0HH7#(R,U)E<&]R=&EN9R!#;VUP2X@4T9!4R`Q,S`@2!W:71H(&9I=F4@8F%N:VEN9R!O9F9I8V5S(&%N9"!O;F4@ M9')I=F4M=&AR=2!B2!&:6YA;F-I86P@0V]R<"X@<')I;W(@ M=&\@=&AE(&UE2!&:6YA M;F-I86P@0V]R<"XI+3(W,3'1'4W1A=&4@/#P-"B]'4S$@-B`P(%(-"CX^#0H^/@T*96YD M;V)J#0HQ,C@@,"!O8FH-"CP\#0HO3&5N9W1H(#$P,38S#0H^/@T*2!S96-U2!A;F0@52Y3+B!';W9E M6EN9R!C;VQL871E2!T86)L92P@;6]R=&=A9V4M8F%C:V5D('-E8V-U M65A65A2!O9B!L;V%N'1'4W1A=&4@/#P-"B]'4S$@-B`P(%(-"CX^#0H^/@T*96YD M;V)J#0HQ,S0@,"!O8FH-"CP\#0HO3&5N9W1H(#@V-#4-"CX^#0IS=')E86T- M"C$@9PT*+T=3,2!G6UE;G1S*2TR.3DT,"XW*%PH M-#$V7"DI751*#0I%5`T*,"XU($<-"C`@2B`P(&H@,"XR-"!W(#$P($T@6UTP M(&0-"C0V-2XU-R`W.#,N-CD@;0T*-#0S+C`Q(#2!C:&%R M9V5D(&]F9BE4:@T*+T8T(#$@5&8-"C(Y+C@S-C(@,"XP-#'!E;G-E('=A65A2!O9B!S8VAE M9'5L960@;6%T=7)I=&EE2!O9B!C97)T:69I8V%T97,@;V8@9&5P;W-I="!O9B`D,3`P('1H;W5S M86YD(&]R(&UO"!M;VYT:',I5&H-"B]&-"`Q(%1F#0HR,BXV-C@X(#`N,#0W-B!41`T* M*#$Q+#$P,BE4:@T*+T8R(#$@5&8-"BTR,BXV-C@X("TQ+C,X,3$@5$0-"BA3 M:7@@=&\@='=E;'9E(&UO;G1H'1'4W1A M=&4@/#P-"B]'4S$@-B`P(%(-"CX^#0H^/@T*96YD;V)J#0HQ-#$@,"!O8FH- M"CP\#0HO3&5N9W1H(#@Q-3`-"CX^#0IS=')E86T-"C$@9PT*+T=3,2!G65A65A2!U=&EL M:7IE2!O M9B!F=71U'1'4W1A=&4@/#P-"B]'4S$@-B`P(%(- M"CX^#0H^/@T*96YD;V)J#0HQ-#0@,"!O8FH-"CP\#0HO3&5N9W1H(#(T.#$- M"CX^#0IS=')E86T-"C$@9PT*+T=3,2!G2!T;R!F:6YA;F-I86P@:6YS=')U M;65N=',@=VET:"!O9F8M8F%L86YC92!S:&5E="!R:7-K(&EN('1H92!N;W)M M86P@8V]U'1E;F0@*51J#0I4*@T**&-R961I="P@2!L971T97)S(&]F M(&-R961I="!A;F0@9FEN86YC:6%L(&=U87)A;G1E97,N(%1H;W-E(&EN2!T;R!T:&4@9FEN86YC:6%L("E4:@T*,"`M,2XQ,B!41`T**&EN'1E;F0@8W)E9&ET*51J#0HO1C0@,2!49@T* M,C'!I2P@<')O<&5R='DL M('!L86YT(&%N9"`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`I5&H-"C`@+3$N,3(@5$0-"BAM86EN=&%I;B!M:6YI;75M(&%M M;W5N=',@86YD(')A=&EO2!M M965T2!R97%U:7)E;65N=',@=&\@*51J M#0I4*@T**'=H:6-H(&ET(&ES('-U8FIE8W0N("E4:@T*,"`M,BXS(%1$#0HH M("`@("`@07,@;V8@1&5C96UB97(@,S$L(#(P,#`L('1H92!M;W-T(')E8V5N M="!N;W1I9FEC871I;VX@9G)O;2!T:&4@3V9F:6-E(&]F('1H92!#;VUP=')O M;&QE2!A'0@70T*+T9O;G0@ M/#P-"B]&,B`T(#`@4@T*+T8S(#4@,"!2#0HO1C0@,30@,"!2#0HO1C4@,3@@ M,"!2#0H^/@T*+T5X=$=3=&%T92`\/`T*+T=3,2`V(#`@4@T*/CX-"CX^#0IE M;F1O8FH-"C$U,"`P(&]B:@T*/#P-"B],96YG=&@@,38S#0H^/@T*2X@*51J M#0HR,BXX."`M,BXS(%1$#0HH,CD@*51J#0I%5`T*96YD2!2971I65E65E2!C;VYT2!M87D@;6%K92!A;B!A9&1I=&EO;F%L('!R;V9I="!S:&%R:6YG("E4:@T* M,"`M,2XQ,B!41`T**&-O;G1R:6)U=&EO;B!T;R!T:&4@<&QA;BX@5&]T86P@ M8V]N=')I8G5T:6]N2X@5&AE&5S(%PH8W)E9&ET7"D@ M8V]N&5S.B`I5&H-"C@N,3@@+3$N,3(@5$0-"C`N,#$@5&,-"ELH M("DM-3`P*"`I+30S,#`H("`I+3DP,"@@*2TQ-C0P*"`I+3$R,#`H("`I+3@T M,"@@*2TX-#`H("DM.#8P*"`@*2TY,#`H("DM,38T,"@@*2TQ,C`P*"`@*2TX M-#`H("DM.#0P*"`I+3@V,"@@("DM.3`P*"`I+3$V-#`H("DM,3(P,"@@("DM M.#0P*"`I+3@T,"@@*5U42@T*+T8T(#$@5&8-"C$P+C`W.2`P(#`@,3`N,#"DM-C`S."XV*&]F(%!R971A>"DM-C`S."XV*&]F(%!R971A>"E=5$H-"BTT M+C&%B;&4@*51J#0I4*@T**&EN=&5R97-T*51J#0HO1C0@ M,2!49@T*."XT-3,R(#`N,#0W-B!41`T*,"XP,#`R(%1C#0I;*%PH,S'1'4W1A=&4@/#P-"B]' M4S$@-B`P(%(-"CX^#0H^/@T*96YD;V)J#0HQ-38@,"!O8FH-"CP\#0HO3&5N M9W1H(#(V-C4-"CX^#0IS=')E86T-"C$@9PT*+T=3,2!G'1'4W1A M=&4@/#P-"B]'4S$@-B`P(%(-"CX^#0H^/@T*96YD;V)J#0HQ-3D@,"!O8FH- M"CP\#0HO3&5N9W1H(#8W-CD-"CX^#0IS=')E86T-"C$@9PT*+T=3,2!G2X@1F5D97)A;"!I M;F-O;64@=&%X97,@7"AB96YE9FET7"D@87!P;&EC86)L92!T;R!O=&AE&EM871E7!E2!M87)K970@9&5P M;W-I=',@:7,@=&AE(&%M;W5N="!P87EA8FQE("E4:@T*,"`M,2XQ,B!41`T* M*&]N(&1E;6%N9"!A="!T:&4@&5D+6UA='5R:71Y(&-E2!O9F9E'1'4W1A=&4@/#P-"B]'4S$@-B`P M(%(-"CX^#0H^/@T*96YD;V)J#0HQ-C(@,"!O8FH-"CP\#0HO3&5N9W1H(#$T M.#8-"CX^#0IS=')E86T-"C$@9PT*+T=3,2!G7-E6EN9R!A;6]U;G1S(&]F(&%C8W)U M960@:6YT97)E2!C:&%R9V5D(&9O'1'4W1A=&4@/#P-"B]'4S$@-B`P M(%(-"CX^#0H^/@T*96YD;V)J#0HQ-C4@,"!O8FH-"CP\#0HO3&5N9W1H(#$P M-C4X#0H^/@T*5PI+B!);B!T:&ES("E4 M:@T*+T8S(#$@5&8-"C`@+3$N,3(@5$0-"BAI;F9O2E4 M:@T*+T8T(#$@5&8-"C,Q+CDW.3(@,"XP-#2!S=&]C:RP@870@8V]S=#L@.#2`I5&H-"E0J M#0HH;W!E2E4:@T*+T8T(#$@5&8-"C$Y+C,X,C@@,"XP-#65A65RBP@*51J#0HO1C<@,2!49@T*-RXX(#`@5$0-"BA#4$-5+"!# M24,L(%9I8V4@4')E65A2`I5&H-"E0J#0HH>65A2!O9B!C;VUM=6YI='D@;W)G86YI>F%T M:6]N2X@2&4@:&%S(&)E96X@86X@97AC96QL96YT M(&UE;G1O'1'4W1A=&4@/#P-"B]'4S$@-B`P(%(-"CX^ M#0H^/@T*96YD;V)J#0HQ-S4@,"!O8FH-"CP\#0HO3&5N9W1H(#$Y-34-"CX^ M#0IS=')E86T-"C$@9PT*+T=3,2!G2!!+B!*86-K2!3+B!(96YD97)S;VXL($)A&5C=71I M=F4@5FEC92E4:@T*5"H-"BA02E4:@T*+T8T(#$@5&8-"C`@+3(N-"!41`T**$%N=&AO;GD@1BX@4&5L M=7-O*51J#0HO1C8@,2!49@T*,"`M,2XR(%1$#0HH5FEC92!0'1'4W1A=&4@/#P-"B]'4S$@-B`P(%(-"CX^#0H^/@T*96YD;V)J#0HQ M.#0@,"!O8FH-"CP\#0HO3&5N9W1H(#(W-C,-"CX^#0IS=')E86T-"C$@9PT* M+T=3,2!G2!787D@5V5S="!<,C(U(%!O;&%N9"P@3T@@-#0U,30@7#(R-2`W M-32`S+#4X-2!S:&%R96AO;&1E6%B;&4@;VX@;W(@86)O=70@=&AE("E4:@T* M,"`M,2XQ,B!41`T**#,P=&@@9&%Y(&]F($UA&-E960@)#$L,#`P('!E2!E;6%I;"!A="!E>&5C0&9N8F-A;F9I96QD+F-O;2X@*51J M#0HO1C0@,2!49@T*,"`M,BXS-B!41`T**$1I2!O9B!T:&4@06YN M=6%L(%)E<&]R="!F:6QE9"!W:71H('1H92!396-U&-H M86YG92!#;VUM:7-S:6]N('=I;&P@8F4@<')O=FED960@=&\@86YY("E4:@T* M,"`M,2XQ,B!41`T**'-H87)E:&]L9&5R(&]N(')E<75E'1'4W1A M=&4@/#P-"B]'4S$@-B`P(%(-"CX^#0H^/@T*96YD;V)J#0HQ.3(@,"!O8FH- M"CP\#0HO5'EP92`O2&%L9G1O;F4-"B](86QF=&]N951Y<&4@,0T*+TAA;&9T M;VYE3F%M92`H1&5F875L="D-"B]&7!E("]4>7!E,0T*+TYA;64@+T8R#0HO0F%S949O;G0@+U1I M;65S+5)O;6%N#0H^/@T*96YD;V)J#0HU(#`@;V)J#0H\/`T*+U1Y<&4@+T9O M;G0-"B]3=6)T>7!E("]4>7!E,0T*+TYA;64@+T8S#0HO16YC;V1I;F<@,3DS M(#`@4@T*+T)A7!E("]4>7!E,0T*+TYA;64@+T8V#0HO0F%S949O;G0@+U1I;65S+4ET M86QI8PT*/CX-"F5N9&]B:@T*,C,@,"!O8FH-"CP\#0HO5'EP92`O1F]N=`T* M+U-U8G1Y<&4@+U1Y<&4Q#0HO3F%M92`O1C<-"B]%;F-O9&EN9R`Q.3,@,"!2 M#0HO0F%S949O;G0@+U1I;65S+4ET86QI8PT*/CX-"F5N9&]B:@T*,3DS(#`@ M;V)J#0H\/`T*+U1Y<&4@+T5N8V]D:6YG#0HO1&EF9F5R96YC97,@6R`P+V=R M879E+V%C=71E+V-IF-A0T*(#$V-B]B"]59&EE`T*+V%T:6QD92]A9&EE`T* M+V5D:65R97-I"]O=&EL M9&4O;V1I97)E61I97)E7!E("]086=E#0HO4&%R96YT M(#<@,"!2#0HO4F5S;W5R8V5S(#$P(#`@4@T*+T-O;G1E;G1S(#D@,"!2#0H^ M/@T*96YD;V)J#0HQ,2`P(&]B:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT M(#<@,"!2#0HO4F5S;W5R8V5S(#$S(#`@4@T*+T-O;G1E;G1S(#$R(#`@4@T* M/CX-"F5N9&]B:@T*,34@,"!O8FH-"CP\#0HO5'EP92`O4&%G90T*+U!A7!E("]086=E#0HO4&%R M96YT(#<@,"!2#0HO4F5S;W5R8V5S(#(V(#`@4@T*+T-O;G1E;G1S(#(U(#`@ M4@T*/CX-"F5N9&]B:@T*,C<@,"!O8FH-"CP\#0HO5'EP92`O4&%G90T*+U!A M7!E("]086=E#0HO M4&%R96YT(#<@,"!2#0HO4F5S;W5R8V5S(#,U(#`@4@T*+T-O;G1E;G1S(#,T M(#`@4@T*/CX-"F5N9&]B:@T*,S8@,"!O8FH-"CP\#0HO5'EP92`O4&%G90T* M+U!A7!E("]086=E#0HO4&%R96YT(#0S(#`@4@T*+U)E7!E("]086=E#0HO4&%R96YT(#0S(#`@4@T*+U)E7!E("]086=E#0HO4&%R96YT(#7!E("]086=E#0HO4&%R96YT(#7!E("]086=E#0HO4&%R96YT(#7!E("]086=E#0HO M4&%R96YT(#$P-2`P(%(-"B]297-O=7)C97,@,3`T(#`@4@T*+T-O;G1E;G1S M(#$P,R`P(%(-"CX^#0IE;F1O8FH-"C$P-B`P(&]B:@T*/#P-"B]4>7!E("]0 M86=E#0HO4&%R96YT(#$P-2`P(%(-"B]297-O=7)C97,@,3`X(#`@4@T*+T-O M;G1E;G1S(#$P-R`P(%(-"CX^#0IE;F1O8FH-"C$P.2`P(&]B:@T*/#P-"B]4 M>7!E("]086=E#0HO4&%R96YT(#$P-2`P(%(-"B]297-O=7)C97,@,3$Q(#`@ M4@T*+T-O;G1E;G1S(#$Q,"`P(%(-"CX^#0IE;F1O8FH-"C$Q,B`P(&]B:@T* M/#P-"B]4>7!E("]086=E#0HO4&%R96YT(#$P-2`P(%(-"B]297-O=7)C97,@ M,3$T(#`@4@T*+T-O;G1E;G1S(#$Q,R`P(%(-"CX^#0IE;F1O8FH-"C$Q-2`P M(&]B:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT(#$P-2`P(%(-"B]297-O M=7)C97,@,3$W(#`@4@T*+T-O;G1E;G1S(#$Q-B`P(%(-"CX^#0IE;F1O8FH- M"C$Q."`P(&]B:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT(#$P-2`P(%(- M"B]297-O=7)C97,@,3(P(#`@4@T*+T-O;G1E;G1S(#$Q.2`P(%(-"CX^#0IE M;F1O8FH-"C$R,2`P(&]B:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT(#$P M-2`P(%(-"B]297-O=7)C97,@,3(S(#`@4@T*+T-O;G1E;G1S(#$R,B`P(%(- M"CX^#0IE;F1O8FH-"C$R-"`P(&]B:@T*/#P-"B]4>7!E("]086=E#0HO4&%R M96YT(#$P-2`P(%(-"B]297-O=7)C97,@,3(V(#`@4@T*+T-O;G1E;G1S(#$R M-2`P(%(-"CX^#0IE;F1O8FH-"C$R-R`P(&]B:@T*/#P-"B]4>7!E("]086=E M#0HO4&%R96YT(#$P-2`P(%(-"B]297-O=7)C97,@,3(Y(#`@4@T*+T-O;G1E M;G1S(#$R."`P(%(-"CX^#0IE;F1O8FH-"C$S,"`P(&]B:@T*/#P-"B]4>7!E M("]086=E#0HO4&%R96YT(#$P-2`P(%(-"B]297-O=7)C97,@,3,R(#`@4@T* M+T-O;G1E;G1S(#$S,2`P(%(-"CX^#0IE;F1O8FH-"C$S,R`P(&]B:@T*/#P- M"B]4>7!E("]086=E#0HO4&%R96YT(#$S-B`P(%(-"B]297-O=7)C97,@,3,U M(#`@4@T*+T-O;G1E;G1S(#$S-"`P(%(-"CX^#0IE;F1O8FH-"C$S-R`P(&]B M:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT(#$S-B`P(%(-"B]297-O=7)C M97,@,3,Y(#`@4@T*+T-O;G1E;G1S(#$S."`P(%(-"CX^#0IE;F1O8FH-"C$T M,"`P(&]B:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT(#$S-B`P(%(-"B]2 M97-O=7)C97,@,30R(#`@4@T*+T-O;G1E;G1S(#$T,2`P(%(-"CX^#0IE;F1O M8FH-"C$T,R`P(&]B:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT(#$S-B`P M(%(-"B]297-O=7)C97,@,30U(#`@4@T*+T-O;G1E;G1S(#$T-"`P(%(-"CX^ M#0IE;F1O8FH-"C$T-B`P(&]B:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT M(#$S-B`P(%(-"B]297-O=7)C97,@,30X(#`@4@T*+T-O;G1E;G1S(#$T-R`P M(%(-"CX^#0IE;F1O8FH-"C$T.2`P(&]B:@T*/#P-"B]4>7!E("]086=E#0HO M4&%R96YT(#$S-B`P(%(-"B]297-O=7)C97,@,34Q(#`@4@T*+T-O;G1E;G1S M(#$U,"`P(%(-"CX^#0IE;F1O8FH-"C$U,B`P(&]B:@T*/#P-"B]4>7!E("]0 M86=E#0HO4&%R96YT(#$S-B`P(%(-"B]297-O=7)C97,@,34T(#`@4@T*+T-O M;G1E;G1S(#$U,R`P(%(-"CX^#0IE;F1O8FH-"C$U-2`P(&]B:@T*/#P-"B]4 M>7!E("]086=E#0HO4&%R96YT(#$S-B`P(%(-"B]297-O=7)C97,@,34W(#`@ M4@T*+T-O;G1E;G1S(#$U-B`P(%(-"CX^#0IE;F1O8FH-"C$U."`P(&]B:@T* M/#P-"B]4>7!E("]086=E#0HO4&%R96YT(#$S-B`P(%(-"B]297-O=7)C97,@ M,38P(#`@4@T*+T-O;G1E;G1S(#$U.2`P(%(-"CX^#0IE;F1O8FH-"C$V,2`P M(&]B:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT(#$S-B`P(%(-"B]297-O M=7)C97,@,38S(#`@4@T*+T-O;G1E;G1S(#$V,B`P(%(-"CX^#0IE;F1O8FH- M"C$V-"`P(&]B:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT(#$V-R`P(%(- M"B]297-O=7)C97,@,38V(#`@4@T*+T-O;G1E;G1S(#$V-2`P(%(-"CX^#0IE M;F1O8FH-"C$V."`P(&]B:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT(#$V M-R`P(%(-"B]297-O=7)C97,@,37!E("]086=E#0HO4&%R M96YT(#$V-R`P(%(-"B]297-O=7)C97,@,37!E("]086=E M#0HO4&%R96YT(#$V-R`P(%(-"B]297-O=7)C97,@,37!E M("]086=E#0HO4&%R96YT(#$V-R`P(%(-"B]297-O=7)C97,@,37!E("]086=E#0HO4&%R96YT(#$V-R`P(%(-"B]297-O=7)C97,@,3@R M(#`@4@T*+T-O;G1E;G1S(#$X,2`P(%(-"CX^#0IE;F1O8FH-"C$X,R`P(&]B M:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT(#$V-R`P(%(-"B]297-O=7)C M97,@,3@U(#`@4@T*+T-O;G1E;G1S(#$X-"`P(%(-"CX^#0IE;F1O8FH-"C$X M-B`P(&]B:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT(#$V-R`P(%(-"B]2 M97-O=7)C97,@,3@X(#`@4@T*+T-O;G1E;G1S(#$X-R`P(%(-"CX^#0IE;F1O M8FH-"C$X.2`P(&]B:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT(#$V-R`P M(%(-"B]297-O=7)C97,@,3DQ(#`@4@T*+T-O;G1E;G1S(#$Y,"`P(%(-"CX^ M#0IE;F1O8FH-"C<@,"!O8FH-"CP\#0HO5'EP92`O4&%G97,-"B]+:61S(%LQ M(#`@4B`X(#`@4B`Q,2`P(%(@,34@,"!2(#(P(#`@4B`R-"`P(%(@,C<@,"!2 M(#,P(#`@4B`S,R`P(%(@,S8@,"!270T*+T-O=6YT(#$P#0HO4&%R96YT(#0R M(#`@4@T*/CX-"F5N9&]B:@T*-#,@,"!O8FH-"CP\#0HO5'EP92`O4&%G97,- M"B]+:61S(%LS.2`P(%(@-#0@,"!2(#0W(#`@4B`U,"`P(%(@-3,@,"!2(#4V M(#`@4B`U.2`P(%(@-C(@,"!2(#8U(#`@4B`V."`P(%)=#0HO0V]U;G0@,3`- M"B]087)E;G0@-#(@,"!2#0H^/@T*96YD;V)J#0HW-"`P(&]B:@T*/#P-"B]4 M>7!E("]086=E7!E("]086=E"!;,"`P(#8Q,B`Q,#`X70T*/CX-"F5N9&]B M:@T*,3DT(#`@;V)J#0H\/`T*+U1Y<&4@+T-A=&%L;V<-"B]086=E')E9@T*,"`Q.38-"C`P M,#`P,#`P,#`@-C4U,S4@9@T*,#`P,#,R-S4R-"`P,#`P,"!N#0HP,#`P,#`P M,#$W(#`P,#`P(&X-"C`P,#`P,#`U-CD@,#`P,#`@;@T*,#`P,#,R-38T,R`P M,#`P,"!N#0HP,#`P,S(U-S,S(#`P,#`P(&X-"C`P,#`S,C4U-C0@,#`P,#`@ M;@T*,#`P,#,S,S`U-2`P,#`P,"!N#0HP,#`P,S(W-C$R(#`P,#`P(&X-"C`P M,#`P,#`V.#4@,#`P,#`@;@T*,#`P,#`P,3 -----END PRIVACY-ENHANCED MESSAGE-----

EX-13

Exhibit 13 - Annual Report to Security Holders

EX-99

   1
                             SCHEDULE 14 INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934
                                (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ] Check
the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
    14A-6(E)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

                           Farmers National Banc Corp.
                           ---------------------------
                (Name of Registrant of Specified in its Charter)


    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11:
        1. Title of each class of securities to which transaction applies:
        ........................................................................
        2. Aggregate number of securities to which transaction applies:
        ........................................................................
        3. Per unit price or other underlying value of transaction computed
           pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
           filing fee is calculated and state how it was determined):
        ........................................................................
        4. Proposed maximum aggregate value of transaction:
        ........................................................................
        5. Total fee paid:
        ........................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number or
    the Form or Schedule and the date of its filing.
        1. Amount Previously Paid:
        ........................................................................
        2. Form, Schedule or Registration Statement No.:
        ........................................................................
        3. Filing Party:
        ........................................................................
        4. Date Filed:
        ........................................................................

   2


                           FARMERS NATIONAL BANC CORP.
                              20 SOUTH BROAD STREET
                              CANFIELD, OHIO 44406

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                     TO BE HELD ON THURSDAY, MARCH 29, 2001

TO THE HOLDERS OF SHARES OF COMMON STOCK:

         NOTICE IS HEREBY GIVEN that pursuant to call of its Directors, the
Annual Meeting of the Shareholders of FARMERS NATIONAL BANC CORP., Canfield,
Ohio will be held at COLONIAL CATERING LOCATED AT 429 LISBON STREET, CANFIELD,
OHIO 44406 ON THURSDAY, MARCH 29, 2001 AT THREE-THIRTY O'CLOCK (3:30) P.M.,
Eastern Standard Time, for the purpose of considering and voting upon the
following matters:

         1. ELECTION OF DIRECTORS. The election of the eight (8) persons listed
         in the accompanying Proxy Statement.

         2. AMENDMENT TO ARTICLE IV OF THE Articles of Incorporation. Amending
         Article IV of the Corporation's Articles of Incorporation to increase
         the authorized number of shares of common stock, no par value, of the
         Corporation from 12,500,000 to 25,000,000.

         3. AMENDMENT TO ARTICLE III OF THE Code of Regulations. Amending the
         procedures for election of directors, including the adoption of a
         classified board of directors.

         4. TO TRANSACT SUCH OTHER BUSINESS as may properly come before the
         Meeting or any adjournment thereof.

         Shareholders of record at the close of business on February 2, 2001 are
the only shareholders entitled to notice of and to vote at the Annual
Shareholders Meeting.

                                   By Order of the Board of Directors,


                                   Frank L. Paden, President & Secretary

Canfield, Ohio
March 8, 2001

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU
PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH
REQUIRES NO POSTAGE.



   3


                           FARMERS NATIONAL BANC CORP.
                              CANFIELD, OHIO 44406



                                 PROXY STATEMENT


                         ANNUAL MEETING OF SHAREHOLDERS

                                 MARCH 29, 2001

         Farmers National Banc Corp., herein referred to as "Farmers" or the
"Corporation" is furnishing this Proxy Statement to its shareholders in
connection with the solicitation, by order of the Board of Directors of Farmers,
of proxies to be used at the Annual Meeting of Shareholders to be held on
Thursday, March 29, 2001 at 3:30 P.M., Eastern Standard Time, at Colonial
Catering, 429 Lisbon Street, Canfield, Ohio 44406, and at any adjournments
thereof. The Corporation is a one-bank holding company of which The Farmers
National Bank of Canfield is the wholly owned subsidiary.

         The cost for solicitation of proxies will be borne by Farmers.
Brokerage firms and other custodians, nominees and fiduciaries may be requested
to forward soliciting material to their principals and to obtain authorization
for the execution of proxies. Farmers will, upon request, reimburse brokerage
firms, and other custodians, nominees and fiduciaries for the execution of
proxies and for their expenses in forwarding proxy material to their principals.

         The proxy statement and the form of proxy are being mailed on March 8,
2001 or as soon thereafter as practicable to all shareholders entitled to vote
at the meeting. In addition to use of mails, proxies may be solicited by
officers, directors, and employees of Farmers by personal interview, telephone
and telegraph.

         The 2000 Annual Report, including the required audited financial
statements of the Corporation and related financial information, is enclosed
with this proxy soliciting material.

                                  VOTING RIGHTS

         Only shareholders of record at the close of business on February 2,
2001 will be entitled to vote at the meeting. As of February 2, 2001, Farmers
had issued and outstanding 11,604,252 shares of common stock with no par value
held by approximately 3,585 holders of record eligible to vote. Each outstanding
share entitles the recordholder to one vote. The number of shares present at the
meeting in person or by proxy will constitute a quorum for the transaction of
business.

         It is important that your stock be represented at the meeting,
regardless of the number of shares you may own. We would appreciate your signing
and returning the enclosed proxy. The shares represented by each proxy, which is
properly executed and returned to Farmers, will be voted in accordance with the
instructions indicated in such

   4

proxy. If no instructions are indicated, shares represented by proxy will be
voted "FOR" the election of each of the Directors as described herein under
Proposal 1, "FOR" the amendment to Article IV of the Articles of Incorporation
under Proposal 2, and "FOR" the amendment to Article III of the Code of
Regulations under Proposal 3. The proxy may be revoked at any time prior to its
exercise, by delivering notice of revocation or a duly executed proxy bearing a
later date to the Treasurer of the Corporation at any time before the proxy is
voted. Shareholders who attend the meeting in person may vote their stock even
though they may have sent in a proxy. No officer or employee of Farmers may be
named as a proxy. If you received two or more proxy forms because of a
difference in addresses or registration of shareholdings, each should be
executed and returned in order to assure a complete tabulation of shares.

         The Corporation will appoint two officers to act as inspectors for the
purpose of tabulating the votes cast by proxy. Broker non-votes and abstentions
are not treated as votes cast for purposes of any of the matters to be voted on
at the meeting.

         The Board of Directors knows of no other business that will be
presented for consideration at the 2000 Annual Meeting other than the matters
described in this Proxy Statement. If any other matters should come before the
meeting, the proxy holders will vote upon them in accordance with their best
judgment.

         PROPOSAL NO. 1:

         ELECTION OF DIRECTORS

                  Pursuant to the Code of Regulations, the authorized number of
         directors has been set at eight (8). The Board of Directors has
         nominated the eight (8) persons named below to serve as directors in
         accordance with the proposal. If Proposal No. 3 is approved, two (2)
         nominees will be elected as Class I Directors to serve an initial term
         of one (1) year, three (3) nominees will be elected as Class II
         Directors to serve an initial term of two (2) years, and three (3)
         nominees will be elected as Class III Directors to serve an initial
         term of three (3) years (or, in all cases, until their successors have
         been duly elected and qualified). Assuming Proposal No. 3 is approved,
         after this year's election, election of directors will be for three (3)
         year terms. If Proposal No. 3 is not adopted, each director will serve
         for one (1) year or until his successor is duly elected and qualified.
         The class in which each director is designated is identified below.
         Each of the nominees, with the exception of Mr. Ralph D. Macali, is
         presently a member of the Board of Directors and has consented to serve
         another term as director if re-elected. If any of the nominees should
         be unavailable to serve for any reason (which is not anticipated), the
         Board of Directors may designate a substitute nominee or nominees (in
         which case the persons named on the enclosed proxy card will vote all
         valid proxy cards for the election of such substitute nominee or
         nominees), allow the vacancy or vacancies to remain open until a
         suitable candidate or candidates are located, or approve a resolution
         that provides for a lesser number of directors. It is presently
         anticipated that each person elected as a director of the Corporation
         at the annual meeting will be elected by the Corporation as a director
         of the Corporation's wholly owned subsidiary, Farmers National Bank of
         Canfield.

   5

                  The eight nominees receiving the greatest number of votes will
be elected to the Board of Directors.

















                      INFORMATION WITH RESPECT TO NOMINEES

         Certain information in the following tabulation has been furnished to
Farmers by the respective nominees for Director.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ELECTION OF THE EIGHT
NOMINEES LISTED BELOW:




          NAME             PRINCIPAL OCCUPATION AND FIVE YEAR BUSINESS EXPERIENCE     AGE     DIRECTOR SINCE (A)
- ---------------------------------------------------------------------------------------------------------------
                                                                                           
    Benjamin R. Brown     President and Owner of Castruction Company, Incorporated      55          1991
    CLASS II DIRECTOR     in 1965. The Company designs and manufactures pre-cast
      TWO YEAR TERM       shapes and associated products for the steel industry.

     Joseph D. Lane       Attorney and Principal of Lane & Rusu Co. L.P.A. since        48          1999
    CLASS I DIRECTOR      1995. Vice President of Lane Funeral Homes, Inc. since
      ONE YEAR TERM       1975 and Vice President of Lane Life Paramedics Ambulance
                          Services since 1985.

     Ralph D. Macali      Vice President of Palmer J. Macali, Inc. since 1986. The      44          (B)
   CLASS III DIRECTOR     Company operates a Giant Eagle retail grocery store. Mr.
     THREE YEAR TERM      Macali is a partner in P.M.R.P. Partnership, a real estate
                          investment company since 1996 and is a limited partner in
                          the Macali Family Limited Partnership since 1998.


   6

                                                                                           
     David C. Myers       President and Owner of Myers Equipment Corp. since 1955.      72          1988
   CLASS III DIRECTOR     The Company sells truck equipment and school buses. Mr.
     THREE YEAR TERM      Myers has operated a 2,000 acre farm since 1946.

      Edward A. Ort       President of Ort Furniture Mfg. Co. since 1973. The           71          1993
    CLASS II DIRECTOR     Company manufactures upholstered furniture which is
      TWO YEAR TERM       shipped to retail furniture stores in northeastern United
                          States since 1957.

     Frank L. Paden       President & CEO of Farmers National Bank since 1996 and       49          1992
   CLASS III DIRECTOR     EVP/Sr. Loan Officer since 1991. President & Secretary of
     THREE YEAR TERM      Farmers National Banc Corp. since 1996.

   William D. Stewart     Chairman since 1996, formerly, President of Farmers           71          1972
    CLASS II DIRECTOR     National Bank since 1972 and President & Secretary of
      TWO YEAR TERM       Farmers National Banc Corp. since 1983.

     Ronald V. Wertz      CPCU, CIC, Vice President  with Acordia Insurance since       54          1989
    CLASS I DIRECTOR      1998. Previously was President and Owner of Boyer
      ONE YEAR TERM       Insurance, Inc. since 1981.





         (A) Includes the period served as a Director of The Farmers National
         Bank of Canfield prior to its reorganization into a wholly owned
         subsidiary of this Corporation in 1983.

         (B) Mr. Macali is the Nominee made by the current Board of Directors;
         should he be elected, he will be serving his first directorship term.






         PROPOSAL NO. 2:

         AMENDMENT TO ARTICLE IV OF THE ARTICLES OF INCORPORATION TO INCREASE
         THE AUTHORIZED NUMBER OF COMMON SHARES


                  The Articles of Incorporation of the Corporation presently
         authorize 12,500,000 shares, without par value. The Corporation's Board
         of Directors unanimously adopted a resolution proposing and declaring
         it advisable that Article IV of the Corporation's Articles of
         Incorporation (the "Articles") be amended in order to increase the
         authorized number of shares of the Corporation

   7

         to 25,000,000 shares, without par value ("Common Shares"), and
         recommending to the shareholders of the Corporation the approval of the
         proposed amendment. Of the Corporation's presently authorized
         12,500,000 Common Shares, as of December 31, 2000, 11,604,252 shares
         were outstanding.

                  The Board of Directors believes that it is desirable and in
         the best interests of the Corporation and its shareholders to increase
         the number of Common Shares the Corporation is authorized to issue.
         This will ensure that the Corporation will have a sufficient number of
         authorized Common Shares available in the future to provide it with the
         desired flexibility necessary to meet its business needs. If this
         proposal is approved by the shareholders, the additional Common Shares
         will be available for a variety of corporate purposes, including for
         example, the declaration and payment of share dividends to the
         Corporation's shareholders; issuance of shares under the Dividend
         Reinvestment Plan; share splits; use in the financing of expansion or
         future acquisitions; issuance pursuant to the terms of employee benefit
         plans; and use in other possible future transactions of a currently
         undetermined nature.

                  If the proposed amendment were adopted, the Corporation would
         be permitted to issue the additional authorized Common Shares without
         further shareholder approval, except to the extent otherwise required
         by the Articles, by law or by any securities exchange on which the
         Common Shares may be listed at the time. The authorization of
         additional Common Shares will enable the Corporation, as the need may
         arise, to take timely advantage of market conditions and the
         availability of favorable opportunities without the delay and expense
         associated with the holding of a special meeting of its shareholders.
         It is the belief of the Board of Directors that the delay necessary for
         shareholder approval of a specific issuance could be detrimental to the
         Corporation and its shareholders. The Board of Directors does not
         intend to issue any Common Shares except on terms that the Board deems
         to be in the best interests of the Corporation and its shareholders.
         Depending on the terms, the issuance of the Common Shares may have a
         dilutive effect on the Corporation's then-existing shareholders. Other
         than the Common Shares that may be acquired pursuant to the
         Corporation's existing Dividend Reinvestment Plan and Stock Option
         Plan, the Corporation presently has no plans, agreements or
         understandings to issue any of the newly authorized Common Shares.

                  Authorized Common Shares, not yet issued can be used by the
         Board of Directors to block a change of control of the Corporation.
         During a hostile takeover (a change of control not supported by the
         Board of Directors) the Board of Directors could issue an amount of
         additional shares to those shareholders not in support of the hostile
         takeover sufficient in number to effectively block the change of
         control. This could occur even though the holders of a majority of the
         Common Shares were in support of the change in control. The authorized
         but unissued shares vest in the Board of Directors the ability to
         better control an attempt to change control of the Corporation.

                  If the amendment is approved, it will become effective upon
         the filing of a Certificate of Amendment to the Corporation's Articles
         with the Ohio Secretary

   8

         of State, which is expected to be accomplished as promptly as
         practicable after such approval is obtained.

         ADOPTION OF THE PROPOSED AMENDMENT REQUIRES THE AFFIRMATIVE VOTE OF THE
         HOLDERS OF TWO THIRDS (2/3) OF THE COMMON SHARES. THE BOARD OF
         DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE AMENDMENT.




         PROPOSAL NO. 3:

         AMENDMENT TO ARTICLE III OF THE CODE OF REGULATIONS AMENDING THE
         PROCEDURES FOR ELECTION OF DIRECTORS, INCLUDING THE ADOPTION OF A
         CLASSIFIED BOARD OF DIRECTORS

                  The Board of Directors has adopted, subject to shareholder
         approval, a resolution proposing and declaring it advisable that
         Article III of the Code of Regulations be amended in its entirety and
         recommends that you vote for the proposal to amend Article III of the
         Code of Regulations.

                  The complete text of the proposed amendment to Article III is
         set forth in Exhibit "A" to this Proxy Statement. The following
         discussions are qualified in their entirety by reference to the text of
         the Amended Article III.

                  Article III of the Code of Regulations presently provides that
         a director's term of office shall continue until the annual meeting
         next succeeding their election and until their successors are elected
         and qualified. The proposed Article III provides for a classified Board
         of Directors. A classified Board of Directors would operate to divide
         the Board into three (3) separate classes of directors, as nearly equal
         in number as possible, to serve a three (3) year term or until their
         successors are duly elected and qualified with each class being elected
         at different annual shareholder meetings. If this amendment to Article
         III of the Code of Regulations is approved, Class I will consist of two
         (2) directors who will serve for an initial term of one (1) year, Class
         II will consist of three (3) directors who will serve for an initial
         term of two (2) years, and Class III will consist of three (3)
         directors who will serve for an initial term of three (3) years. At
         each annual meeting after 2001, directors will be elected to succeed
         those whose terms then expire and each newly elected director will
         serve for a three (3) year term. The proposed Article III would replace
         the prior system of electing all of the directors annually for one (1)
         year terms.

                  A classified Board would extend the time it would take for a
         majority shareholder to obtain control of the Board of Directors,
         thereby limiting such abusive takeover tactics such as two-tiered
         tender offers. Assuming each class of directors is equal in size, a
         majority shareholder could not obtain control of the Board until the
         second annual shareholders' meeting after it acquired a majority of

   9

         the voting stock. During this time, the Board of Directors would have a
         better opportunity to negotiate with a majority shareholder to obtain a
         more favorable price and terms in any merger or tender offer. The
         classified Board of Directors could inhibit a change of control even
         though the holders of a majority of the Common Shares are in favor of
         such transaction

                  Article III of the Code of Regulations presently provides that
         the number of directors of the corporation shall be eight (8) and that
         the number of directors may be changed by a majority vote of the
         shareholders of the Corporation. The proposed amended Article III
         provides that the number of directors shall be not less than five (5),
         nor more than twenty-five (25), and that the exact number shall be
         determined from time to time by a two-thirds majority vote of the whole
         Board of Directors. The exact number shall be eight (8) unless
         otherwise determined. This term makes effective the classification of
         the Board of Directors in that no majority shareholder can change the
         number of directors at their discretion.

                  If the number of directors constituting the Board is increased
         or decreased, the resulting number of directors will be apportioned
         among the three (3) classes so as to make all classes as nearly equal
         in number as possible, except that the term of any incumbent director
         may not be shortened.

                  Article III of the Code of Regulations does not presently
         provide the procedures for nominations of persons for election to the
         Board of Directors. The proposed Article III prescribes the procedures
         under which a person is nominated for election to the Board of
         Directors. Specifically, individuals may be nominated at a meeting of
         the shareholders by or at the direction of the Board of Directors.
         Nominations made by shareholders must comply strictly with the
         provisions of the proposed Article III. Those provisions provide that
         timely notice of such nomination must be provided to the Secretary of
         the Corporation. To be considered timely, a shareholder notice must be
         delivered not less than ninety (90), nor more than one hundred twenty
         (120) days prior to the shareholder meeting at which the nominee may be
         elected to the Board of Directors; provided, however, that in the event
         that less than ninety (90) days notice of the meeting is provided to
         shareholders, timely notice must be delivered no later than the close
         of business on the seventh (7th) day following the date public
         disclosure of the meeting was made. A shareholder's timely notice to
         the Secretary shall set forth the name, age, business address and
         residence address of the nominee, principle occupation or employment
         history of the nominee for the past five (5) years, and the class and
         number of shares of capital stock of the Corporation which are directly
         and beneficially owned by such nominee; and, as to the shareholder
         providing such notice, the name and record address of the shareholder
         and the class and number of shares of capital stock of the Corporation
         which are directly and beneficially owned by such shareholder.
         Additional information may be required by the Corporation. These
         nominating procedures afford the Board of Directors the opportunity to
         consider the qualifications of the proposed nominees and, to the extent
         deemed necessary or desirable by the Board, the opportunity to inform
         shareholders about the merits of such qualifications. The provisions
         contained in the proposed Article III do not give the Board of
         Directors any power to approve or disapprove of shareholder nominations
         for election of directors,

   10

         although it may have the effect of precluding a contest for the
         election of directors if the procedures established by it are not
         followed. The provisions may also discourage or deter a third party
         from conducting a solicitation of proxies to elect its own slate of
         directors. For these reasons, the Board of Directors believes that the
         nomination procedure contained in the proposed Article III may have an
         anti-takeover effect.

                  Article III of the Code of Regulations presently provides that
         vacancies in the Board of Directors, including vacancies resulting from
         an increase in the number of directors, are required to be filled by a
         majority of the remaining members of the Board, although less than a
         quorum, and each person so elected serves as a director until a
         successor is elected by the shareholders. The proposed Article III
         provides that any vacancies in the Board shall be filled by a majority
         vote of the remaining directors and such director shall hold office for
         the unexpired portion of the term of the directorship. If the vacancy
         is created through an increase in the number of directors, the Board of
         Directors shall also determine the class of such directorship.

                  Article III of the Code of Regulations does not presently
         provide the procedures for the removal of directors and therefore
         directors can be removed for any reason. Required to make the
         classified Board of Directors effective is a provision mandating
         removal of a director only for cause. The proposed Article III provides
         that directors shall only be removed with a showing of cause by the
         affirmative vote of the holders of not less than 66 2/3% of the voting
         stock of the Corporation. Currently, a potential acquirer or majority
         shareholder could remove all of the directors at a meeting of
         shareholders and install its own slate of directors, thus gaining full
         control of the Board of Directors. Approval of the proposed Article III
         will require a potential acquirer to demonstrate cause as to why such
         directors should be removed, and shall further require such acquirer to
         gain approval of the holders of not less than 66 2/3% of the voting
         stock of the Corporation.

                  The Board believes that the threat of its removal would
         significantly weaken its bargaining strength in the event of an
         unwanted solicitation of the Corporation. The directors would be
         deprived of the time necessary to effectively evaluate any given
         proposal, to study alternatives to that proposal, and to make adequate
         and informed recommendations to the shareholders.

                  The effect of this provision is to make removal of the
         directors more difficult. The provision may also have the effect of
         making takeover and changing control of the Corporation more difficult.
         Additionally, the provision may have an adverse effect on the
         willingness of large shareholders to purchase shares of the
         Corporation.

                  The proposed Article III further provides that amendments to
         such Article eliminating the classified Board requires a 66 2/3%
         favorable vote of the shareholders.
   11

                  Since directors will be serving for longer terms which expire
         at different times, and may be removed only for cause by a
         supermajority vote of shareholders, the Board of Directors believes
         that a classified Board will promote continuity of management and,
         thereby enhance the ability of the Corporation to carry out long-range
         plans and goals for its benefit and the benefit of its shareholders.
         Although the Corporation has not experienced difficulties in the past
         in maintaining continuity of the Board and management, the Board of
         Directors believes that a classified Board will assist the Corporation
         in maintaining this continuity of management into the future.
         Additionally, the classified Board has certain anti-takeover effects
         that the Board believes will deter unsolicited takeover attempts and
         protect the value of each shareholder's investment in the Corporation.

                  The effect of the proposed Article III may be to discourage
         tender offers and proxy contests and could deprive shareholders of the
         opportunity to participate in such occurrences if they so desire. The
         proposed Article III could also have the effect of discouraging
         accumulation of a substantial number of shares by any person or entity
         that would tend to reduce temporary fluctuations of the price of shares
         and potentially deprive shareholders of the ability to sell shares at
         temporarily inflated prices. By impeding the ability of shareholders to
         remove the directors, the shareholders may be deprived of the ability
         to participate in tender offers and proxy contests if they so desire,
         at the expense of protecting the Board and management. Conversely, the
         proposal will vest the Board with the ability to negotiate with a
         potential suitor without feeling the pressure that it will be removed
         if it does not react quickly to the tender offer or proxy contest.

         ADOPTION OF THE PROPOSED AMENDMENT TO ARTICLE III OF THE CODE OF
         REGULATIONS REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY
         OF THE OUTSTANDING SHARES OF THE CORPORATION. THE BOARD OF DIRECTORS
         RECOMMENDS THAT YOU VOTE "FOR" THE AMENDMENT.

         ANTI-TAKEOVER AFFECTS.

                  The amendments contained in the proposed amendments to Article
         IV of the Articles of Incorporation and Article III of the Code of
         Regulations, including, issuing stock to friendly shareholders,
         controlling the number of directors, the nominating procedures for
         directors, classifying the Board of Directors, filling directorship
         vacancies and removing directors for cause may render more difficult or
         discourage a merger, tender offer or proxy contest, the assumption of
         control of the Corporation by a holder of a large block of the
         Corporation's stock or other person or the removal of incumbent
         management, even if such actions may be beneficial to the Corporation's
         shareholders generally, or may be supported by the holders of a
         majority of the Common Stock.

                  The proposed amendments to Article IV of the Articles of
         Incorporation or to Article III of the Code of Regulations is not in
         response to any effort, of which the Corporation is aware, to
         accumulate the common stock or to obtain control of the Corporation.
         The Board of Directors has observed the relatively common use

   12

         of certain takeover tactics in recent years, including the accumulation
         of substantial common stock positions as a prelude to a threatened
         takeover or a corporate restructuring, including proxy fights in
         partial tender offers and the related use of two tier pricing. The
         Board of Directors believes that the use of these tactics can place
         undue pressure on a Corporation's Board of Directors and shareholders
         to act hastily and on incomplete information, and, therefore, can be
         highly disruptive to the Corporation as well as result in unfair
         differences in treatment of shareholders who act immediately in
         response to an announcement of takeover activity and those who choose
         to act later, if at all.

                  The provisions contained in the proposed Article III may have
         the effect of deterring or frustrating certain types of future takeover
         attempts that may not be approved by the incumbent Board of Directors,
         but that the holders of the majority of the shares of common stock may
         deem to be in their best interest or in which some or all of the
         shareholders may receive a substantial premium over prevailing market
         prices for their stock. By having the effect of discouraging takeover
         attempts, the proposed Article III also could have the incidental
         effect of inhibiting certain changes in management (some or all of the
         members of which might be replaced in the course of a change of
         control) and also the temporary fluctuations in the market price of the
         common stock that often result from actual or rumored takeover
         attempts.

                  The Board of Directors recognizes that a takeover might in
         some circumstances be beneficial to some or all of the Corporation's
         shareholders, but, nevertheless, believes that the shareholders as a
         whole will benefit from the adoption of the proposed Article III. The
         complete text of the proposed Article III is set forth in Exhibit A.











                        SECURITY OWNERSHIP OF MANAGEMENT

         The following table sets forth information regarding beneficial
ownership as of December 31, 2000, of the Corporation's common shares of each
Director and all Executive Officers as a group.



Name                                                   Aggregate Number of Shares    Percent of Outstanding
                                                         Beneficially Owned (A)              Shares
- ---------------------------------------------------------------------------------------------------------------
                                                                                       
Benjamin R. Brown                                                52,642                       .45%
Joseph D. Lane                                                    8,579                       .07%


   13
                                                                                       
Ralph D. Macali                                                  81,596                       .70%
David C. Myers                                                   52,607                       .45%
Edward A. Ort                                                    15,970                       .14%
Frank L. Paden                                                   20,531                       .18%
William D. Stewart                                               58,619                       .51%
Ronald V. Wertz                                                  78,204                       .67%
Executive Officers as a Group                                    28,854(B)                    .25%
All Directors and Executive Officers as a Group                 377,071                      3.25%




(A) Information relating to beneficial ownership is based upon information
available to Farmers and uses "Beneficial Ownership" concepts set forth in the
rules of the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended. Under such rules, Beneficial Ownership includes those
shares over which an individual has sole or shared voting, and/or investment
powers such as beneficial interest of a spouse, minor children, or other
relatives living in the home of the named individual, trusts, estates and
certain affiliated companies.

(B) Includes 20,531 shares held by Frank L. Paden, President and CEO of Farmers
National Bank of Canfield and President and Secretary of the Corporation.


             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's Directors and executive officers, and persons who own more than
10% of a registered class of the Corporation's equity securities, to file with
the Securities and Exchange Commission (the "SEC") initial reports of ownership
and reports of changes in ownership of Common Stock and other equity securities
of the Corporation. Officers, Directors and greater than 10% stockholders are
required by SEC regulation to furnish the Corporation with copies of all Section
16(a) forms they file.

         To the Corporation's knowledge, based solely on a review of the copies
of such reports furnished to the Corporation and written representations that no
other reports were required, during 2000, all Section 16(a) filing requirements
applicable to its officers, Directors and greater than 10% beneficial owners
were complied with.


                      COMMITTEES OF THE BOARD OF DIRECTORS

         During 2000, the Board of Directors of the Corporation held twelve
regular monthly meetings and five special meetings. All directors attended at
least 75% of the aggregate number of meetings of the Board of Directors and the
respective committees on which they serve. Members of the Board of Directors
receive $500 for each board meeting they attend, and $300 for each committee
meeting they attend with the exception of Mr. Paden who does not receive any
compensation for committee meetings.

   14

         At the Director's organizational meeting, held immediately following
the last Annual Shareholders Meeting of the Farmers National Banc Corp, held on
March 30, 2000, the following committees were appointed by the President &
Secretary:

         The Board of Directors has an Audit Committee consisting of Messrs.
Myers, Brown, Ort and Wertz. The Audit Committee met four times in 2000.
Included in the functions performed by the Audit Committee are (i) review the
internal auditing procedures and controls of the Corporation and its subsidiary;
(ii) review reports prepared by the internal and external auditor; (iii)
formally reports to the full Board of Directors its evaluations, conclusions and
recommendations with respect to the Corporation's implementation of its
policies, practices and controls; (iv) hold discussions with external auditors
regarding the quality of the Corporation's financial reporting; (v) recommends
to the Board of Directors that the Corporation's financial statements be
included in the annual report in Form 10-K filing; and (vi) review and discuss
audited financial statements with management. The Audit Committee received a
letter from its' external auditor containing the disclosures required by the
Independence Standard Board (ISB) Standard No. 1, and had discussion with the
auditor regarding the auditor's independence. The Audit Committee is governed by
an audit charter that has been approved by the Board of Directors.

         The Board of Directors has a Discount Loan Committee consisting of all
the directors. The function of this committee is to review all loans made during
the previous week and to approve any new loan applications or loan commitments
which are greater than the lending limits of specific loan officers or the
Executive Loan Committee. This committee meets on a regular weekly basis with
three members of the bank's Executive Loan Committee.

         The Board of Directors has a Building Committee consisting of all the
directors. The function of this committee is to oversee site selection for new
offices, remodeling projects and any other modifications to the Corporation's
buildings. This committee did not meet in 2000.

         The Board of Directors has a Long Range and Strategic Planning
Committee consisting of all the directors. This committee is responsible for the
formulation and implementation of the Corporation's long range Strategic Plan
and short term Business Plan. This committee did not meet in 2000.

         The Board of Directors has a Risk Management and Insurance Committee
consisting of Messrs. Wertz, Brown, Calvin and EVP/CFO Culp. The function of
this committee is to annually review all insurance protection and coverage
maintained by the corporation. This committee met once in 2000.

         The Board of Directors has an Executive Compensation and Employees
Salary Committee consisting of Messrs. Brown, Calvin, Lane, Myers, Ort, Stewart
and Wertz. During 2000, this Compensation Committee met once. Duties of this
committee include reviewing the performance of and establishing compensation for
the officers of the Corporation's subsidiary, Farmers National Bank. The
Compensation Committee also administers the Farmers National Banc Corp. 1999
Stock Option Plan.

   15

         The Board of Directors has a Nominating Committee consisting of all the
directors. During 2000, the Nominating Committee met twice. This committee is
responsible for selecting and recommending to the Board of Directors with
respect to: (a) nominees for election at the Annual Meeting of the shareholders;
(b) nominees to fill Board vacancies; and (c) the composition of membership of
the various other standing board committees. The Nominating Committee will
consider director nominees recommended by shareholders provided these
nominations are in accordance with the procedures set forth in the Corporation's
Code of Regulations.

         NOTE: THE ABOVE COMMITTEES ARE COMMITTEES OF THE FARMERS NATIONAL BANK
OF CANFIELD (THE BANK), A WHOLLY OWNED SUBSIDIARY OF FARMERS NATIONAL BANC CORP.
CURRENTLY, THE MEMBERS OF FARMERS' BOARD OF DIRECTORS ALSO SERVE AS THE
DIRECTORS OF THE BANK, AND ATTEND BOARD MEETINGS FOR BOTH FARMERS AND THE BANK.
ALTHOUGH THESE MEETINGS ARE CONDUCTED SEPARATELY ON THE SAME DAY, A MEMBER
RECEIVES COMPENSATION (WHICH IS PAID BY FARMERS) FOR ONLY ONE MEETING,
CONSEQUENTLY, MEMBERS ATTENDING A MEETING OF THE BOARDS OF BOTH FARMERS AND THE
BANK ON A SINGLE DAY ARE CREDITED WITH ONE BOARD MEETING FOR ATTENDANCE AND
COMPENSATION PURPOSES.


                           SUMMARY COMPENSATION TABLE



Name and Principal Position                   Year       Annual Salary        401(k)           All Other
                                                         and Director       Corporation       Compensation
                                                            Fees(a)        Contribution(b)         (c)
- -------------------------------------------------------------------------------------------------------------
                                                                                      
Frank L. Paden, President & CEO               2000          144,495           11,680              715
                                              1999          124,426            9,377              686
                                              1998          118,917            7,975              383



(a) The amount of Director Fees included in this annual amount is as follows:
Paden ($9,500, $10,300 and $9,300).
(b) In May, 1996, the Corporation adopted a 401(k) Profit Sharing Retirement
Savings Plan. All employees of the Bank who have completed at least one year of
service and meet certain other eligibility requirements are eligible to
participate in the Plan. Under the terms of the Plan, employees may voluntarily
defer a portion of their annual compensation, not to exceed 15%, pursuant to
Section 401(k) of the Internal Revenue Code. The Bank matches a percentage of
the participants' voluntary contributions up to 6% of gross wages. In addition,
at the discretion of the Board of Directors, the Bank may make an additional
profit sharing contribution to the Plan. The Bank's contributions are subject to
a vesting schedule and the Plan meets the requirements of Section 401(a) of the
Internal Revenue Code and Department of Labor Regulations under ERISA.
(c) Amounts represent cost of group term life insurance and other benefits.

   16

         Listed is the total compensation paid by the Corporation's subsidiary,
The Farmers National Bank of Canfield during the latest fiscal year to the named
person(s) for services in all capacities, specifically setting forth the direct
compensation to the President & CEO. No other executive officer of the Bank
receives total annual salary, bonus and other compensation of $100,000.


         In 1991, as a result of certain changes in the Internal Revenue Code,
the Bank's pension plan was amended to reduce significantly the benefits of
several key employees, including those of Mr. Paden. As a result, the Bank has
entered into Deferred Compensation Agreements with certain of its executive
officers, including Mr. Paden. Under the terms of the Deferred Compensation
Agreement, he will receive monthly payments of $930.00 for a period of two
hundred and four (204) months, commencing with retirement age of 65. This
agreement also provides that these executive officers will be available to
perform consulting services for the Bank during the period he is receiving these
payments, and prohibits him from entering into competition with the Bank during
that same period. In the event that any payments should still remain due and
payable to the executive officer under the Agreement at the time of his death,
those payments would be made to his surviving spouse. In the event that any
payment should still remain due and payable to either the executive officer or
his spouse under the Agreement at the death of the survivor of them, those
payments would be reduced to their then present value at a predetermined rate of
interest and paid to the estate of the survivor in a lump sum. Payments will be
prorated in the event the employee retires before the age of 65, and will be
increased proportionately if he retires after the age of 65. The Agreement is
funded by a life insurance policy owned by the Bank, on which the Bank is the
beneficiary and the premiums of which are paid by the Bank.

         Farmers National Banc Corp. adopted a stock option plan in 1999. As of
the date of this proxy statement, no options are outstanding under the stock
option plan.

         No Employment Contracts or Golden Parachute Agreements exist between
any executive officer of either Farmers National Banc Corp. or The Farmers
National Bank of Canfield. .

                           INDEBTEDNESS OF MANAGEMENT

         The Bank has had, and expects to have in the future, banking
transactions in the ordinary course of business with Directors, executive
officers and their associates on the same terms, including interest rates and
collateral on loans, as those prevailing at the same time for comparable
transactions with others. Since the beginning of 2000, the largest aggregate
extensions of credit to executive officers, Directors and their associates
during the year ended December 31, 2000 was $1,076,730 or 1.52% of Equity
Capital Accounts. In the opinion of the management of the Bank, these
transactions do not involve more than a normal risk of collection or present any
unfavorable features.


             COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

   17

         The Compensation Committee of the Board of Directors is made up of all
of the outside Directors of Farmers. No officers of the corporation sit on this
committee. This committee reports back to the full board but its decisions are
not subject to full board approval. The committee has the purpose and
responsibility of providing the Bank, its staff and the communities it serves
with consistent long-term leadership of the highest quality possible while
protecting the interests of the shareholders.

         The committee sets the limits for increases in the aggregate for all
staff, reviews performance of executive officers and sets their salaries for the
coming year. In addition, any incentive/bonus program is set by the board based
on the recommendation of the compensation committee.

         The committee takes a straightforward approach to the review of
executives and bases its consideration of salaries on specific job performance,
contribution to target levels of growth, profitability, stability, capital and
return on equity (ROE) and return on assets (ROA). Also considered is the
executive's contribution to the general success of the Bank and its business
plan and community standing, which cannot necessarily be quantified in an
appropriated manner but is weighted heavily in a community bank, which is
located exclusively in small communities. Successful bank operations are
contingent upon accomplishment in all areas and integration with the business
community's direction and success in our market areas. Executive performance
must therefore be evaluated by using these factors as well. Specific results of
each executive's area of responsibility are evaluated and considered, but would
not be appropriately discussed here as a matter of confidentiality.

         The committee evaluates the President on the same basis as other
executive offices with weight being given to the achievement of target levels of
growth, capital and return on equity and, in addition, specific target goals of
the overall strategic plan of the Bank. The accomplishment of meeting the goals
and targets are reflected in the Summary Compensation Table.

         The members of the Compensation Committee are Benjamin R. Brown,
Chairman; Richard L. Calvin, Joseph D. Lane, David C. Myers, Edward A. Ort,
William D. Stewart and Ronald V. Wertz. None has registered a disagreement with
the above report.


           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         No member of the Compensation Committee is currently or was at any time
during 2000, an officer or an employee of, or had an employment agreement with
the Corporation or the Bank. No corporate or committee interlocks exist which
require disclosure under SEC regulations.


                                PERFORMANCE GRAPH

         The Securities and Exchange Commission requires a line graph
presentation comparing cumulative, five-year shareholder returns on an indexed
basis with a broad

   18

equity market index and either a nationally recognized industry standard or an
index of peer companies selected by the Corporation. The Corporation has
selected the NASDAQ Stock Market US Index and the NASDAQ Banks Index for
purposes of this performance comparison which appears below. The Performance
Graph presents a comparison which assumes $100 invested on December 31, 1995, in
the Corporation's common stock, The NASDAQ Stock Market US Index and the NASDAQ
Banks Index.



                COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN *
               AMONG FARMERS NATIONAL BANC CORP., THE NASDAQ STOCK
                  MARKET - US INDEX AND THE NASDAQ BANKS INDEX

                                     [GRAPH]

              $100 INVESTED ON 12/31/95 IN STOCK OR INDEX-INCLUDING
           REINVESTMENT OF DIVIDENDS. FISCAL YEAR ENDING DECEMBER 31.



- ------------------------------------------------------------------------------------------------------------------
                                             12/95      12/96     12/97       12/98         12/99          12/00
- ------------------------------------------------------------------------------------------------------------------
                                                                                          
      Farmers National Banc Corp.             100        132       186         268           197            114
- ------------------------------------------------------------------------------------------------------------------
          NASDAQ Stock Mkt-US                 100        123       151         213           395            238
- ------------------------------------------------------------------------------------------------------------------
              NASDAQ Bank                     100        132       221         220           211            241
- ------------------------------------------------------------------------------------------------------------------


                RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS


         The Board of Directors has elected Hill, Barth and King LLC to serve as
the Corporation's independent public accountant for the fiscal year ending
December 31, 2001. Hill, Barth and King LLC also served as the Corporation's
independent public accountant for the fiscal year ended December 31, 2000. Hill,
Barth and King LLC is expected to have a representative present at the Annual
Meeting and will be available to respond to shareholders' questions and if it
desires, will have an opportunity to make any statement it considers
appropriate.




                         PRINCIPAL ACCOUNTING FIRM FEES
   19

         The following table sets forth the aggregate fees billed to Farmers
National Banc Corp. for the fiscal year ended December 31, 2000 by the Company's
principal accounting firm, Hill Barth & King LLC:

    Audit Fees . . . . . . . . . . . . . . . . . . . . . .   $ 95,550
    All Other Fees * . . . . . . . . . . . . . . . . . . .   $ 39,800
                                                             --------
                                                             $135,350

* The audit committee has considered whether the provision of these services is
compatible with maintaining the principal accountant's independence.


                              SHAREHOLDER PROPOSALS

         Any Shareholder proposal intended to be placed in the Proxy Statement
for the 2001 Annual Meeting to be held in March 2002 must be received by the
Corporation no later than December 1, 2001. Written proposals should be sent to
Carl D. Culp, Executive Vice President and Treasurer, Farmers National Banc
Corp., 20 South Broad Street, P.O. Box 555, Canfield, Ohio 44406. Each proposal
submitted should be accompanied by the name and address of the shareholder
submitting the proposal and the number of shares owned. If the proponent is not
a shareholder of record, proof of beneficial ownership should also be submitted.
All proposals must be a proper subject for action and comply with the proxy
rules of the Securities and Exchange Commission. Reference is made to Rule 14a-8
under the Securities Exchange Act of 1934, as amended, for information
concerning the content and form of such proposal and the manner in which such
proposal must be made.



                           ANNUAL REPORT ON FORM 10-K

         A copy of the Corporation's 2000 report filed with the Securities and
Exchange Commission, on Form 10-K, will be available without charge to
shareholders upon written request to Carl D. Culp, Executive Vice President and
Treasurer, Farmers National Banc Corp., 20 South Broad Street, P.O. Box 555,
Canfield, Ohio 44406.


                                BY ORDER OF THE BOARD OF DIRECTORS,

                                FRANK L. PADEN, PRESIDENT & SECRETARY














   20



                                   EXHIBIT "A"


                                   ARTICLE III
                      PROCEDURES FOR ELECTION OF DIRECTORS

         SECTION 1. NUMBER OF DIRECTORS. The number of directors constituting
the entire Board shall not be less than five (5) nor more than twenty-five (25),
the exact number of directors to be determined from time to time by a sixty-six
and two-thirds percent (66 2/3%) majority vote of the whole Board of Directors
of the corporation, and such exact number shall be eight (8) until otherwise so
determined in accordance with this Article III, Section 1. Unless otherwise
provided by law, any vacancy in the Board of Directors for any reason, including
an increase in the number thereof, shall be filled by action of the Board of
Directors as provided in accordance with these Regulations.
         SECTION 2. NOMINATIONS. Nominations of persons for election to the
Board of Directors of the Corporation at a meeting of the shareholders may be
made by or at the direction of the Board of Directors. Nominations may also be
made at a meeting of shareholders by any shareholder of the corporation entitled
to vote for the election of directors at the meeting who complies with the
notice procedures set forth in this Section 2 of Article III. Such nominations,
other than those made by or at the direction of the Board, shall be made
pursuant to timely notice in writing to the Secretary of the corporation. To be
timely, a shareholder's notice shall be delivered to or mailed and received at
the principal executive offices of the corporation not less than ninety (90)
days nor more than one hundred-twenty (120) days prior to the meeting; provided,
however, that in the event that less than ninety (90) days' notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so delivered or mailed no later
than the close of business on the 7th day following the date public disclosure
was made, whichever first occurs. Such shareholder's notice to the Secretary
shall set forth (a) as to each nominee of the shareholder: (i) the name, age,
business address and residence address of the person, (ii) the principal
occupation or employment history of the person for the last five (5) years, and
(iii) the class and number of shares of capital stock of the corporation which
are directly and beneficially owned by the person; and (b) as to the shareholder
giving the notice (i) the name and record address of the shareholder and (ii)
the class and number of shares of capital stock of the corporation which are
directly and beneficially owned by the shareholder. The corporation may require
any proposed nominee to furnish such other information as may reasonably be
required by the corporation to determine the eligibility of such proposed
nominee to serve as director of the corporation. No person shall be eligible for
election as a director of the corporation at a meeting of the shareholders
unless nominated in accordance with the procedures set forth herein. The
chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the foregoing
procedure and the defective nomination shall be disregarded.
         SECTION 3. ELECTION AND TERM OF DIRECTORS. The Board of Directors shall
be divided into three (3) classes with the term of office of one class expiring
each year. At the annual meeting of Shareholders held in 2001, directors of the
first class shall be elected to hold office for a term expiring at the next
succeeding annual meeting, directors of the second class shall be elected to
hold office for a term expiring at the second succeeding annual meeting, and
directors of the third class shall be elected to hold office

   21

for a term expiring at the third succeeding annual meeting. Any
vacancies in the Board of Directors for any reason, and any newly created
directorships resulting from an increase in the number of directors, may be
filled by the Board of Directors, acting by a majority of the directors then in
office, although less than a quorum, and any director so chosen shall hold
office until the next election of the class for which such director shall have
been chosen and until their successor shall be elected and qualified.
         No decrease in the number of directors shall shorten the term of any
incumbent director. Subject to the foregoing, at each annual meeting of
shareholders, the successors to the class of directors whose term shall then
expire shall be elected to hold office for a term expiring at the third
succeeding annual meeting.
         Amendment of this Article III, Section 3 - ELECTION AND TERM OF
DIRECTORS, shall require a sixty-six and two-thirds percent (66 2/3%) majority
vote of the shareholders.
         SECTION 4. VACANCIES. In case of a vacancy in the Board of Directors,
through increase in the number of directors, death, resignation,
disqualification, or other cause, the remaining directors, by an affirmative
vote of a majority thereof, shall elect a successor to hold office for the
unexpired portion of the term of the director whose place is vacant. If the
vacancy is created through an increase in the number of directors, the Board of
Directors shall determine the class of such directorship.
         SECTION 5. REMOVAL OF DIRECTOR. Any or all of the directors shall only
be removed with cause and only by the affirmative vote of the holders of not
less than sixty-six and two-thirds percent (66 2/3%) of the voting stock of the
corporation at a meeting called for such purpose. Sufficient showing of cause
shall be determined by a two-thirds (2/3) majority vote of the unaffected
directors if there exists a minimum of four (4) unaffected directors. In the
event there exists less than four (4) unaffected directors, then sufficient
showing of cause shall be determined by unanimous vote of the unaffected
directors and by an opinion of an uninterested legal counsel designated by the
President of the corporation, which such opinion concurs with the findings of
the unaffected directors.



   22



                                   PROXY CARD

                           FARMERS NATIONAL BANC CORP.
             20 SOUTH BROAD ST., P.O. BOX 555, CANFIELD, OHIO 44406

                            PROXY FOR ANNUAL MEETING
                       SOLICITED BY THE BOARD OF DIRECTORS

KNOW ALL MEN BY THESE PRESENT, that I, the Undersigned Shareholder of Farmers
National Banc Corp. of Canfield, Ohio, do hereby nominate and appoint William D.
Calhoun, Ronald V. Wertz and David W. Yeany (no officer or employee of the
Corporation may be named as proxy) or any one of them (with full power to act
alone), my true and lawful attorney(s) with full power of substitution, for me
and in my name, place and stead to vote all the Common Stock of said Corporation
standing in my name on its books on February 2, 2001, at the Annual Meeting of
its Shareholders to be held at COLONIAL CATERING, 429 LISBON STREET, CANFIELD,
OHIO 44406, on Thursday, March 29, 2001, at 3:30 P.M., Eastern Standard Time, or
any adjournment thereof with all the powers the undersigned would possess if
personally present as follows:

         1. ELECTION OF DIRECTORS: The election of the eight (8) persons listed
         in the Proxy Statement dated March 8, 2001 accompanying the notice of
         said meeting.
         FOR (all nominees except as indicated below) ______
         WITHHOLD AUTHORITY (as to all nominees) To withhold your vote from
         certain nominees, strike a line through their name:
             Benjamin R. Brown, Joseph D. Lane, Ralph D. Macali, David C. Myers,
             Edward A. Ort, Frank L. Paden, William D. Stewart, Ronald V. Wertz

         2. AMENDMENT TO ARTICLE IV OF THE ARTICLES OF INCORPORATION: To approve
         an amendment to increase the authorized shares of the Corporation.
                     (  ) FOR          (  ) AGAINST          (  ) ABSTAIN

         3. AMENDMENT TO ARTICLE III OF THE CODE OF REGULATIONS: To approve an
         amendment to the procedures for election of directors, including the
         adoption of a classified board of directors.
                     (  ) FOR          (  ) AGAINST          (  ) ABSTAIN

         4. SUCH OTHER BUSINESS as may properly come before the meeting or any
         adjournment thereof.

                  [ADDRESS]               NUMBER OF SHARES HELD

                                          FARMERS NATIONAL BANC CORP.
                                          20 South Broad Street, P.O. Box 555
                                          Canfield, OH 44406

   23

                                            PROXY FOR ANNUAL MEETING
                                            SOLICITED BY THE BOARD OF DIRECTORS
               (Please sign on reverse side and return promptly)

                             DETACH PROXY CARD HERE

          FARMERS NATIONAL BANC CORP. - ANNUAL MEETING OF SHAREHOLDERS
                            MARCH 29, 2001 3:30 P.M.
                                COLONIAL CATERING
                                429 LISBON STREET
                              CANFIELD, OHIO 44406

         IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, THIS PROXY CONFERS
AUTHORITY TO VOTE AND WILL BE VOTED "FOR" EACH PROPOSITION LISTED. If any other
business is presented at said meeting, this Proxy shall be voted in accordance
with the recommendations of The Board of Directors.

      The Board of Directors recommends a vote "For" each of the listed
propositions. This proxy is solicited on behalf of The Board of Directors and
may be revoked prior to its exercise.

         WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE (whether or not you plan to attend the meeting in person).

         IF YOU DO ATTEND THE MEETING, YOU MAY THEN WITHDRAW YOUR PROXY. THE
PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.




                                                 DATED _______________


                              ________________________________________(L.S.)

                              ________________________________________(L.S.)
                                                 Signature of Shareholder(s) *

DETACH ON PERFORATION
      BELOW AND
  RETURN THIS CARD

         Sign, Date and Return the Proxy Card Promptly Using the Enclosed
Envelope
*When signing as attorney, executor, administrator, trustee or guardian, please
give full title. If more than one trustee, all should sign. All joint others
MUST sign.

   24

                             DETACH PROXY CARD HERE

                           [MAP TO COLONIAL CATERING]