FNB CORP/PA, S-3/A, 1995-10-11

FNB CORP/PA
S-3/A, 1995-10-11
STATE COMMERCIAL BANKS

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<PAGE> 1

As Filed With the Securities And Exchange Commission on October 11, 1995

Registration Statement No. 33-61367
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------

AMENDMENT NO. 2

TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------
F.N.B. CORPORATION
(Exact name of registrant as specified in its charter)

PENNSYLVANIA 25-1255406
(State or other jurisdiction of (I.R.S. EMPLOYER IDENTIFICATION NO.)
incorporation or organization)

HERMITAGE SQUARE, HERMITAGE, PA 16148
(412) 981-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------
PETER MORTENSEN
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
F.N.B. CORPORATION
HERMITAGE SQUARE
HERMITAGE, PA 16148
(412) 981-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
COPY TO:
DAVID J. LOWE
COHEN & GRIGSBY, P.C.
2900 CNG TOWER
625 LIBERTY AVENUE
PITTSBURGH, PA 15222

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.

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

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]

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

================================================================================
<PAGE> 2
F.N.B. CORPORATION
$125,000,000
AGGREGATE PRINCIPAL AMOUNT OF

SUBORDINATED TERM NOTES DUE

3, 6, 9, 12, 18, 24, 30, 36, 48, 60, 84 AND 120 MONTHS
AND

SUBORDINATED DAILY NOTES

This Prospectus relates to the offering of (i) Subordinated
Term Notes due 3, 6, 9, 12, 18, 24, 30, 36, 48, 60, 84 and 120 Months (in the
aggregate, the "Term Notes") and (ii) Subordinated Daily Notes (the "Daily
Notes") of F.N.B. Corporation (the "Company"). The Daily Notes and all series
of the Term Notes are collectively referred to as the "Securities." See
"Summary of Terms of Securities" on page 3.

The Company will determine, from time to time, the rate of
interest payable on the Term Notes, which rate will be at least equal to the
rate established for the most recent auction average of United States Treasury
Bills with a maturity of 26 weeks (the "T-Bill Rate"), but no more than 5%
above the T-Bill Rate. The rate of interest at the time of purchase of a Term
Note will be the rate payable throughout the original term of the Term Note.
The interest rate payable on the Daily Notes will be determined by the Company
and may fluctuate on a monthly basis. Once adjusted, such interest rate will
remain in effect until next adjusted by the Company. The interest rate on the
Daily Notes will be no less than 3% below nor more than 5% above the rate
established for the most recent auction average of United States Treasury Bills
with a maturity rate of 13 weeks. In no event will the interest rate on the
Term Notes and the Daily Notes be more than 16% per annum or less than 5% per
annum.

All Securities offered hereby are subject to redemption by the
Company prior to maturity. The Securities are also redeemable by the holder
prior to maturity (with certain interest penalties, in the case of the Term
Notes). The Securities will be subordinated to Senior Indebtedness of the
Company as described herein. The Company, in its sole discretion, may require
the holder to give 30 days' prior written notice of a redemption. As of June 30,
1995, the Company had approximately $4.0 million of Senior Indebtedness. See
"Description of Securities."

The Securities are being offered by the Company without an
underwriter or selling agent and will be sold at the offices of the Company's
consumer finance subsidiary, Regency Finance Company ("Regency"), doing
business under the names F.N.B. Consumer Discount Company, Citizens
Budget Company, Regency Consumer Discount Company and Reliance Consumer
Discount Company. Sales may also be made at the offices of Regency's wholly
owned subsidiary, Citizens Financial Services of New York, Inc. The Securities
are being offered on a continuous basis without an expected termination date.
There can be no assurance that all or any portion of the Securities will be
sold. THE SECURITIES WILL NOT BE LISTED FOR TRADING ON ANY SECURITIES EXCHANGE
AND THE COMPANY DOES NOT EXPECT THAT ANY ACTIVE TRADING MARKET IN THE
SECURITIES WILL DEVELOP.

- -------------------------------------------------------------------------------
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS DEPOSITS OR
OBLIGATIONS OF AN INSURED DEPOSITORY INSTITUTION AND ARE NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC").
- -------------------------------------------------------------------------------

SEE "RISK FACTORS" ON PAGE 2 FOR CERTAIN CONSIDERATIONS RELEVANT TO AN
INVESTMENT IN THE SECURITIES.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to the
Public Commissions(1) Company (2)
-------- ------------- -------------
<S> <C> <C> <C>
Per Security 100% none 100%
Total Securities $125,000,000 none $125,000,000

<FN>
- -----------------------

(1) The Securities will be sold by employees and officers of the Company's
wholly-owned subsidiary, Regency Finance Company, and its subsidiaries
without commission or compensation.

(2) Before deducting expenses estimated at approximately $95,103, payable by
the Company.

</TABLE>
------------------------

THE DATE OF THIS PROSPECTUS IS OCTOBER ___, 1995.

<PAGE> 3

AVAILABLE INFORMATION

The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy and information statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information can be inspected and
copied at public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60621-2511
and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.

The Company has filed with the Commission in Washington, D.C.
a registration statement (herein together with all amendments thereto called
the "Registration Statement") under the Securities Act of 1933, as amended,
with respect to the Securities covered by this Prospectus. This Prospectus
does not contain all of the information set forth in the Registration
Statement, certain items of which are contained in exhibits to the Registration
Statement as permitted by the rules and regulations of the Commission. For
further information, reference is made to the Registration Statement including
the exhibits filed as a part thereof. Copies of the Registration Statement can
be inspected at the principal office of the Commission in Washington, D.C. and
copies thereof may be obtained from the Commission at prescribed rates.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed with the Commission
by the Company are incorporated in this Prospectus by reference:

(i) The Company's Annual Report on Form 10-K for the
year ended December 31, 1994, as amended; and

(ii) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995 and June 30, 1995.

All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of this offering, shall be deemed to be incorporated by reference
into this Prospectus. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM
THIS PROSPECTUS IS DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF ANY SUCH
PERSON, A COPY OF ANY OR ALL OF THE FOREGOING DOCUMENTS INCORPORATED HEREIN BY
REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH DOCUMENTS). REQUESTS SHOULD BE
DIRECTED TO F.N.B. CORPORATION, HERMITAGE SQUARE, HERMITAGE, PENNSYLVANIA
16148, ATTENTION: MR. JOHN D. WATERS, VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER, (412) 981-6000.

<PAGE> 4

RISK FACTORS

The Securities offered hereby will constitute general
unsecured obligations of the Company. All offerees should consider the
following risk factors in deciding whether or not to purchase the
Securities:

SECURITIES NOT INSURED: The Securities are not obligations of
an insured depository institution and are not insured by the FDIC or any other
governmental agency. Accordingly, if the funds used by an investor to purchase
the Securities are taken from a savings account in a bank or savings and loan
association or certificates of deposit issued by any such institution, the
investor should recognize that the Securities carry a greater degree of risk
than a deposit in any such institution.

TRANSFERABILITY OF THE SECURITIES LIMITED: There is no
trading market for the Securities and the Company does not expect one to
develop. Potential investors should not purchase the Securities with the
expectation that a trading market for the Securities will subsequently
develop. The Securities are non-negotiable. All transfers and assignments
of the Securities may be made only at the offices of the Company's sales and
paying agents, Regency Finance Company and its subsidiary, Citizens Financial
Services of New York, Inc.

SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS: Payment of
the indebtedness evidenced by the Securities is subordinate to the prior
payment when due of the principal of and interest on all Senior Indebtedness
of the Company. As of June 30, 1995, the principal amount of the Company's
Senior Indebtedness was $4.0 million and the principal amount of all Company
indebtedness ranking pari passu or equal in right of payment with the
Securities was $89,935,000. The Company has the absolute right to increase
or decrease the amount of Senior Indebtedness to which the Securities will be
subordinate.

The Company's ability to make required principal and interest
payments with respect to the Securities depends on its ability to receive funds
from its subsidiaries. The right of the Company, and thus the right of its
creditors, to participate in any distribution of earnings or assets of the
Company's subsidiaries is subject to the prior claims of creditors of such
subsidiaries. As of June 30, 1995, the amount of such claims (excluding
deposit liabilities) was $21.5 million. See "Description of Securities--
General Provisions Applicable To All Securities Offered Hereby."

In addition, under applicable federal and state statutes and
regulations, the dividends that may be paid to the Company by its bank and
savings and loan subsidiaries without prior regulatory approval are subject to
limitations. Furthermore, various regulatory offices have authority to
prohibit banks and savings and loan institutions from engaging in unsafe and
unsound banking practices. The payment of a dividend by a bank or a savings
and loan could, depending on the financial condition of such bank or savings
and loan and other factors, be considered an unsafe and unsound banking
practice. The ability of the subsidiaries to pay dividends is, and is expected
to continue to be, influenced by regulatory policies and capital guidelines.

PENALTY FOR EARLY REDEMPTION OF SECURITIES: Holders of Term
Notes who elect to redeem such Term Notes prior to maturity shall forfeit one
month of interest earned or that could have been earned (in the case of 3, 6,
9 or 12 Month Term Notes), or 3 months of interest earned or that could have
been earned (in the case of all other Term Notes) on the amount so redeemed.
In addition, the Company, in its sole discretion, may require a holder of a
Security to provide the Company thirty (30) days' prior written notice of a
redemption demanded by the holder. See "Description of Securities--Redemption
of Term Notes at Option of Holder" and "--Terms of Subordinated Daily Notes."

- 2 -
<PAGE> 5
SUMMARY OF TERMS OF SECURITES

SUBORDINATED TERM NOTES DUE 3, 6, 9, 12, 18, 24, 30, 36, 48, 60, 84 AND 120
MONTHS

Minimum Investment $500

Interest Rate As determined by the Company at time of
purchase; at least equal to the rate for
26 week Treasury Bills, but no less 5%
per annum and no more than 16% per annum

Interest Payment At the holder's option, either monthly,
quarterly (except for 3 and 6 Month Notes)
or at maturity

Automatic Extension Automatically extended for an equivalent term
at then prevailing interest rate, unless
redeemed by the holder

Redemption Redeemable at holder's option with forfeiture
of one month's interest for 3, 6, 9, and 12
Month Notes and three months' interest for all
other Notes. The Company, in its sole
discretion, may require the holder to give 30
days' prior written notice of a redemption.
Redeemable at the option of the
Company at any time upon 30 days notice

Subordination Subordinated to all Senior Indebtedness

SUBORDINATED DAILY NOTES

Minimum Investment $50

Interest Rate As determined by the Company and adjusted
monthly effective on the first day of the
month; no less than 3% below or more than
5% above the rate for 13 week Treasury Bills,
but no less 5% per annum and no more than
16% per annum

Interest Payment Accrued daily and compounded quarterly,
payable upon redemption

Redemption Redeemable in whole or in part at any time at
the option of the holder. The Company, in its
sole discretion, may require the holder to
give 30 days' prior written notice of a
redemption. Redeemable at the option of the
Company at any time upon 30 days' notice

Subordination Subordinated to all Senior Indebtedness

- 3 -
<PAGE> 6
THE COMPANY

GENERAL

F.N.B. Corporation is a financial services holding company
headquartered in Hermitage, Pennsylvania. It provides a broad range of
financial services to its customers through its bank, savings and loan and
consumer finance subsidiaries in Pennsylvania, eastern Ohio and western New
York. The Company's main office is located at Hermitage Square, Hermitage,
Pennsylvania 16148 and its telephone number is (412) 981-6000.

The Company was formed in 1974 as the holding company of its
then sole subsidiary, First National Bank of Pennsylvania ("First National"),
formerly First National Bank of Mercer County. Since its formation, the
Company has acquired and currently operates banks, savings and loan
institutions and a consumer finance company in Pennsylvania, eastern Ohio and
western New York.

The Company, through its subsidiaries (all of which are
collectively referred to as the "Subsidiaries"), provides a full range of
financial services, principally to consumers and small to medium-size
businesses in its market areas. The Company's business strategy has been to
focus primarily on providing quality, community-based financial services
adapted to the needs of each of the markets it serves. The Company has
emphasized its community orientation by preserving the names and local boards
of directors of its Subsidiaries, by allowing its Subsidiaries autonomy in
decision-making and thus enabling them to respond to customer requests more
quickly, and by concentrating on transactions within its market areas.
However, while the Company has sought to preserve the identities and autonomy
of its Subsidiaries, it has established centralized credit analysis, loan
review, investment, audit, data processing functions and to a lesser extent,
financial accounting functions. The centralization of these processes has
enabled the Company to maintain consistent quality of these functions and to
achieve certain economies of scale.

The Company's lending philosophy is to minimize credit losses
by following uniform credit approval standards (which include independent
analysis of realizable collateral value), diversifying its loan portfolio,
maintaining a relatively modest average loan size and conducting ongoing review
and management of the loan portfolio. The Company is an active residential
mortgage lender, and its commercial loans are generally to established local
businesses. The Company does not have a significant amount of construction
loans and has no highly leveraged transaction loans or loans to foreign
countries.

No material portion of the deposits of the Company's bank or
savings and loan Subsidiaries has been obtained from a single or small group of
customers, and the loss of any customer's deposits or a small group of
customers' deposits would not have a material adverse effect on the business of
the Company.

- 4 -
<PAGE> 7

Information as of June 30, 1995 for the Company's bank,
savings and loan and consumer finance Subsidiaries (including the year
established and location of principal office for each) is set forth below. All
Subsidiaries are wholly-owned by the Company.

<TABLE>
Caption>
Number of
Total Total Branch
Assets Deposits Offices
------ -------- -----------
(Dollars in thousands)
<S> <C> <C> <C>
BANK SUBSIDIARIES:
First National Bank of Pennsylvania (est. 1864)
Hermitage, Pennsylvania .................................... $ 910,407 $ 812,231 29
The Metropolitan Savings Bank of Ohio (Est. 1922)
Youngstown, Ohio ........................................... 344,909 314,507 11
Reeves Bank (Est. 1868)
Beaver Falls, Pennsylvania ................................. 129,644 116,467 9
Bucktail Bank and Trust Company (Est. 1928)
Williamsport, Pennsylvania ................................. 110,623 101,367 8
First County Bank (Est. 1987)
Chardon, Ohio ........................................... 44,352 40,711 2
---------- ---------- -
Total $1,539,935 $1,385,283 59
========== ========== ==

SAVINGS AND LOAN SUBSIDIARY:
Dollar Savings Association (Est. 1898)
New Castle, Pennsylvania ................................. $ 87,879 $ 76,991 2

CONSUMER FINANCE SUBSIDIARY:
Regency Finance Company (Est. 1927)
Hermitage, Pennsylvania ................................. $ 90,060 N/A 33

</TABLE>

The Company has two other operating Subsidiaries, Penn-Ohio
Life Insurance Company ("Penn-Ohio") and Mortgage Service Corporation.
Penn-Ohio underwrites, as a reinsurer, credit life and accident and health
insurance sold by the Company's Subsidiaries. These activities are incidental
to the Company's banking business. Mortgage Service Corporation services
mortgage loans for unaffiliated financial institutions. As of June 30, 1995,
the Company and its Subsidiaries had 919 full-time equivalent employees.

OPERATIONS OF THE BANK SUBSIDIARIES

The Company's bank Subsidiaries offer services traditionally
offered by full-service commercial banks, including commercial and individual
demand and time deposit accounts, commercial, mortgage and individual
installment loans, credit card and discount brokerage services through
correspondent banks, night

- 5 -
<PAGE> 8

depository, automated teller services, computer services, safe deposit boxes,
money order services, travelers checks, government savings bonds, food stamp
sales and utility bill payments.

In addition, First National and Bucktail Bank and Trust
Company ("Bucktail") operate trust departments which offer a broad range of
personal and corporate fiduciary services, including the administration of
decedent and trust estates. As of June 30, 1995, trust assets under
management at First National and Bucktail totaled $261.2 million.

OPERATIONS OF THE SAVINGS AND LOAN SUBSIDIARY

The Company's savings and loan Subsidiary provides lending and
depositor services typically offered by savings and loan associations,
emphasizing residential mortgage lending while maintaining an increasing level
of activity as a commercial lender.

OPERATIONS OF THE CONSUMER FINANCE SUBSIDIARY

The Company's consumer finance Subsidiary is involved
principally in making personal installment loans to individuals and purchasing
installment sales finance contracts from retail merchants and automobile
dealerships.

USE OF PROCEEDS
The net proceeds to the Company of the offering of Securities
contemplated hereby are estimated to be approximately $124,904,897 (after
payment of offering expenses estimated at $95,103). Such net proceeds will be
used (i) primarily as a loan to Regency to fund its lending and purchasing
activities and (ii) for general corporate purposes of the Company. There can be
no assurance that the Company will receive any particular amount of proceeds
from the offering of the Securities.

- 6 -
<PAGE> 9
CAPITALIZATION
The following table sets forth the consolidated capitalization of
the Company at June 30, 1995, and as adjusted to give effect to the sale of
the Securities in this offering.

<TABLE>
<CAPTION>
AT JUNE 30, 1995
-----------------

ACTUAL AS ADJUSTED
------ -----------
(IN THOUSANDS)
<S> <C> <C>
SHORT-TERM DEBT
Subordinated notes with original maturities 1 year or less:
Subordinated Term Notes due 3, 6, 9 and 12 Months (various rates) . . $ 20,753 70,753(1)
Subordinated Daily Notes . . . . . . . . . . . . . . . . . . . . . . 23,069 73,069(1)
Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . 11,199 11,199
-------- --------

Total short-term debt . . . . . . . . . . . . . . . . . . . . . $ 55,021 $155,021
======== ========

LONG-TERM DEBT
Real estate mortgages payable . . . . . . . . . . . . . . . . . . . . . . $ 360 $ 360
Advances from Federal Home Loan Bank (various rates due 1995-1999) . . . 90 90
Subordinated capital notes of the Company (due from 1995-2002) . . . . . 14,174 14,174
Subordinated Term Notes, due 18, 24, 30, 36, 48, 60, 84 and 120 months
(various rates) . . . . . . . . . . . . . . . . . . . . . . . . . . 24,650 49,650(1)
-------- --------
Total long-term debt . . . . . . . . . . . . . . . . . . . . . . $ 39,274 $ 64,274
======== ========

STOCKHOLDERS' EQUITY
Preferred stock, $10.00 par value, 20,000,000 shares authorized:
25,138 shares of Series A Preferred Stock issued and outstanding . . $ 251 $ 251
431,000 shares of 7 1/2% Cumulative Convertible Preferred Stock,
Series B issued and outstanding . . . . . . . . . . . . . . . . . 4,308 4,308
Common stock, $2.00 par value, 20,000,000 shares authorized,
8,198,867 shares issued and outstanding . . . . . . . . . . . . . . 17,252 17,252
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . 58,522 58,522
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,681 52,681
Net unrealized securities gains . . . . . . . . . . . . . . . . . . . . . 2,610 2,610
Treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (537) (537)
-------- --------
Total stockholders' equity . . . . . . . . . . . . . . . . . . . $135,087 $135,087
======== ========
Total long-term debt and stockholders' equity . . . . . . . . . $174,361 $199,361
======== ========
<FN>
__________________________

(1) Term Notes and Daily Notes offered hereby total $125,000,000. The
amounts shown in the As Adjusted column are projections only. There can be no
assurance that all $125,000,000 of the Term Notes and Daily Notes will be sold
in the amounts indicated.
</TABLE>

- 7 -
<PAGE> 10

The following table presents capital ratios for the Company at
June 30, 1995 and as adjusted to give effect to the issuance and sale of
$125,000,000 of Securities offered hereby (after giving effect to the payment
of estimated offering expenses). The "As Adjusted" risk-based capital ratios
have been computed assuming net proceeds of the offering are $124,904,897.

<TABLE>
<CAPTION>
REGULATORY AS
CAPITAL RATIOS MINIMUM ACTUAL ADJUSTED
------- ------ --------
<S> <C> <C> <C>
Risk-based capital
Tier 1 . . . . . . . . . . . . . . . . . . . . . . 4.00 % 11.23% 11.23%
Total . . . . . . . . . . . . . . . . . . . . . . 8.00 13.36 14.44
Leverage . . . . . . . . . . . . . . . . . . . . . 5.00 7.68 7.15
Common stockholders' equity to total assets . . . . . . --- 7.65 7.13
Total stockholders' equity to total assets . . . . . . --- 7.92 7.38

</TABLE>

- 8 -
<PAGE> 11

SUMMARY CONSOLIDATED FINANCIAL DATA

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

<TABLE>
<CAPTION>
SIX MONTHS ENDED
-------------------
JUNE 30, AT OR FOR THE YEAR ENDED DECEMBER 31,
-------- --------------------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS:
Interest income . . . . . . . . . . $ 66,469 $ 61,455 $ 124,879 $ 125,512 $ 125,825 $ 124,118 $ 122,653
Interest expense . . . . . . . . . 28,202 24,651 50,228 55,339 62,533 72,752 76,509
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net interest income . . . . . . 38,267 36,804 74,651 70,173 63,292 51,366 46,144
Provision for loan losses . . . . . 2,934 4,831 8,450 9,498 15,107 5,399 4,084
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net interest income after
provision for loan losses . . 35,333 31,973 66,201 60,675 48,185 45,967 42,060
Non-interest income . . . . . . . . 7,733 7,285 14,382 16,025 13,439 10,892 7,662
Non-interest expenses . . . . . . . 30,689 30,121 60,291 61,729 51,867 43,261 38,916
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income before taxes . . . . . . . . 12,377 9,137 20,292 14,971 9,757 13,598 10,806
Income taxes . . . . . . . . . . . 4,048 2,917 6,747 4,499 2,987 3,593 2,686
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income . . . . . . . . . . . $ 8,329 $ 6,220 $ 13,545 $ 10,472 $ 6,770 $ 10,005 $ 8,120
========== ========== ========== ========== ========== ========== ==========

PER SHARE DATA (A):
Net income:
Primary . . . . . . . . . . . . . $ .92 $ .67 $ 1.55 $ 1.18 $ .77 $ 1.22 $ .99
Fully diluted . . . . . . . . . . .88 .66 1.50 1.16 .77 1.22 .99
Cash dividends . . . . . . . . . . .14 .13 .28 .26 .24 .23 .19
Book value, end of period . . . . . 14.39 12.77 14.04 12.70 11.77 11.35 10.38

SELECTED AVERAGE BALANCES:
Assets . . . . . . . . . . . . . . $1,686,802 $1,692,600 $1,691,188 $1,688,945 $1,519,452 $1,328,421 $1,270,421
Securities . . . . . . . . . . . . 363,846 422,778 407,513 455,466 362,036 261,467 232,247
Net Loans . . . . . . . . . . . . . 1,175,068 1,116,785 1,133,760 1,077,803 1,010,035 939,466 900,063
Deposits . . . . . . . . . . . . . 1,431,801 1,449,028 1,442,375 1,456,562 1,307,539 1,145,886 1,095,970
Long-term debt . . . . . . . . . . 39,524 31,411 33,000 31,484 28,658 19,505 22,362
Preferred stock . . . . . . . . . . 4,562 4,578 4,576 4,600 2,989 295 337
Stockholders' equity . . . . . . . 130,898 119,494 121,817 111,558 102,757 89,127 82,000

SELECTED PERIOD END BALANCES:
Assets . . . . . . . . . . . . . . $1,706,183 $1,682,635 $1,686,519 $1,690,150 $1,698,608 $1,378,740 $1,301,989
Securities . . . . . . . . . . . . 383,980 408,037 378,017 426,384 493,749 254,875 237,765
Net loans . . . . . . . . . . . . . 1,175,876 1,115,907 1,174,008 1,105,876 1,041,979 988,672 923,528
Deposits . . . . . . . . . . . . . 1,451,865 1,445,215 1,425,405 1,458,739 1,479,947 1,178,226 1,135,698
Long-term debt . . . . . . . . . . 39,274 31,318 39,017 31,297 32,823 18,520 21,825
Preferred stock . . . . . . . . . . 4,559 4,575 4,563 4,582 4,605 292 307
Stockholders' equity . . . . . . . 135,087 121,022 126,050 115,092 107,679 93,280 84,796
</TABLE>

- 9 -
<PAGE> 12

ASSET QUALITY RATIOS:
Risk-based capital ratios:
Tier 1 capital . . . . . . . . . 11.23% 10.51% 10.58% 10.29% 9.87% 9.30% 9.36%
Total capital . . . . . . . . . 13.36 12.74 12.71 12.54 12.23 10.90 11.01
Leverage (B) . . . . . . . . . . 7.68 6.91 7.25 6.70 6.30 6.64 6.42
Non-accrual loans/total loans . . . 0.54 0.88 0.80 0.91 0.82 1.50 1.27
Allowance for loan losses/non-
accrual loans . . . . . . . . . . 329.90 191.94 213.36 160.20 170.21 79.44 85.25
Non-performing assets/total
assets (C) . . . . . . . . . . . . 0.90 1.12 1.12 1.18 1.24 1.99 1.75
<FN>
- ---------------

Notes:

(A) Net income per common share is based on weighted average shares
outstanding adjusted retroactively for stock splits and stock
dividends. Cash dividends per common share are based on the actual
cash dividends declared adjusted for stock splits and stock dividends.
Book value per common share is based on shares outstanding at each
period-end adjusted retroactively for stock splits and stock
dividends.

(B) Calculated as Tier 1 Capital divided by quarterly average assets
excluding non-qualifying intangibles.

(C) Non-performing assets include non-accrual loans, loans 90 days or more
past due, other real estate owned and restructured loans.

</TABLE>

- 10 -
<PAGE> 13

RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
At or for
Period Ended At or For the Year Ended December 31,
June 30, --------------------------------------------------------------
1995 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Earnings to fixed charges, excluding
preferred stock dividend
requirements*
Excluding interest on deposits 4.62x 4.16x 3.40x 2.52x 3.11x 2.58x
Including interest on deposits 1.44 1.40 1.27 1.16 1.19 1.14
Earnings to fixed charges, including
preferred stock dividend
requirements*
Excluding interest on deposits 3.88x 3.45x 2.81x 2.25x 3.07x 2.55x
Including interest on deposits 1.40 1.37 1.24 1.14 1.19 1.14
- ------------------
<FN>
* For purposes of computing the ratios of earnings to fixed charges,
income before income taxes plus fixed charges has been divided by
fixed charges. For purposes of computing the ratios of earnings to
combined fixed charges and preferred stock dividends, income before
income taxes plus fixed charges has been divided by fixed charges and
pre-tax earnings required to cover preferred stock dividends. Fixed
charges, excluding interest on deposits, represent interest expense
plus the estimated interest component of net rental expense. Fixed
charges, including interest on deposits, consist of the foregoing
items plus interest on deposits. Pre-tax earnings required to cover
preferred stock dividends have been computed by dividing preferred
stock dividends by one minus the statutory income tax rate.

</TABLE>

- 11 -
<PAGE> 14
DESCRIPTION OF SECURITIES

GENERAL

All series of the Securities will be issued under an Indenture, dated
as of May 15, 1992, as supplemented by the First Supplemental Indenture dated
as of January 1, 1994, (the "Indenture"), between the Company and Northern
Central Bank, of Williamsport, Pennsylvania as trustee (the "Trustee"). The
Securities will be subordinated, unsecured obligations of the Company. The
material terms, provisions and covenants contained in the Securities and the
Indenture are described below.

The Securities will be subordinate in right of payment to Senior
Indebtedness of the Company, as described below under "Subordination." The
Indenture does not limit the incurrence of Senior Indebtedness or any other
debt, secured or unsecured, of the Company or any Subsidiary, nor does it
contain any terms which would afford protection to holders of the Securities
("Holders") issued thereunder in the event of a recapitalization, a change in
control, a highly leveraged transaction or a restructuring involving the
Company.

The Securities will be obligations of the Company only. Because the
Company is a holding company, its rights and the rights of its creditors,
including the Holders of the Securities, to participate in the distribution of
the assets of any of the Company's Subsidiaries upon liquidation, dissolution
or reorganization of a Subsidiary will be subject to the prior claims of the
Subsidiaries' creditors (including depositors in a bank or savings and loan
Subsidiary), except to the extent that the Company may itself be a creditor
with recognized claims against the Subsidiary.

The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act") as in effect on the date of the
Indenture. The Securities are subject to all such terms, and holders of the
Securities are referred to the Indenture and the Trust Indenture Act for a
statement of them. The statements under this caption relating to the Indenture,
a copy of which is filed as an exhibit to the Registration Statement, and the
Securities are summaries and do not purport to be complete. Such summaries make
use of certain terms defined in the Indenture and are qualified in their
entirety by express reference to the Indenture.

TERMS OF SUBORDINATED TERM NOTES DUE 3, 6, 9, 12, 18, 24, 30, 36, 48, 60, 84
AND 120 MONTHS

Subordinated Term Notes Due 3 Months or 6 Months.

Each 3 Month and 6 Month Term Note will be issued in the minimum
principal amount of $500 and will mature 3 months or 6 months, respectively,
after date of issue unless redeemed or extended as provided therein. The
Company will determine, from time to time, the rate of interest payable on such
Term Notes, which rate of interest will be at least equal to the rate
established for the most recent auction average of United States Treasury Bills
with a maturity of 26 weeks, but not more than 5% above such rate. In no event
will the rate of interest payable on such Term Notes be greater than 16% per
annum or less than 5% per annum. The rate of interest at the time of purchase
will be the rate payable throughout the original term of the Term Note.
Interest will be payable, at the Holder's option, either monthly or at
maturity.

The 3 Month and 6 Month Term Notes will be automatically extended for
successive three (3) or six (6) month terms, as the case may be, at the rate(s)
of interest then in effect for Term Notes of comparable maturity unless, prior
to maturity, the Company receives notification of the Holder's intention to
redeem the Term Note. All of the terms and conditions applicable to such Term
Notes when issued will also apply during each period of extension.

- 12 -
<PAGE> 15

Subordinated Term Notes Due 9 Months, 12 Months, 18 Months, 24 Months,
30 Months, 36 Months, 48 Months, 60 Months, 84 Months or 120 Months.

Each 9, 12, 18, 24, 30, 36, 48, 60, 84, and 120 Month Term Note will
be issued in the minimum principal amount of $500 and will mature 9 months, 12
months, 18 months, 24 months, 30 months, 36 months, 48 months, 60 months, 84
months or 120 months after date of issue, unless redeemed or extended as
provided therein. The Company will determine, from time to time, the rate of
interest payable on such Term Notes, which rate of interest, in each case, will
be at least equal to the rate established by the most recent auction average of
United States Treasury Bills with a maturity of 26 weeks, but no more than 5%
above such rate. In no event will the rate of interest payable on such Term
Notes be greater than 16% per annum or less than 5% per annum. The said rate
of interest as established at the time of purchase will be payable throughout
the original term of the Term Note. Interest will be payable, at the Holder's
option, either monthly or quarterly or will be compounded quarterly and paid at
maturity.

These Term Notes will be automatically extended for successive terms,
equal in duration to their original term, at the rate(s) of interest then in
effect for Term Notes of comparable maturity unless, prior to maturity, the
Company receives notification of the Holder's intent to redeem the Term Note.
All of the terms and conditions applicable to such Term Notes when issued will
also apply during each period of extension.

Redemption of Term Notes at Option of Holder

The Holder of a Term Note will have the right, at such Holder's
option, to redeem a Term Note prior to maturity. As to a 3 Month, 6 Month, 9
Month or a 12 Month Term Note, the Holder shall, upon such redemption prior to
maturity, forfeit an amount equal to one month of interest earned, or that
could have been earned, on the amount so redeemed at the rate being paid on the
Term Note, regardless of the length of time that the Holder has owned the Term
Note. As to an 18 Month, 24 Month, 30 Month, 36 Month, 48 Month, 60 Month, 84
Month or 120 Month Term Note, the Holder shall forfeit an amount equal to 3
months of interest earned, or that could have been earned, on the amount so
redeemed at the rate being paid on the Term Note, regardless of the length of
time that the Holder has owned the Term Note. Where necessary to comply with
the requirements of this paragraph, interest already paid to or for the account
of the Holder will be deducted from the amount redeemed. Holders of Term Notes
will also have the right to make partial redemptions prior to maturity,
provided however, that a partial redemption may not reduce the principal amount
of a Term Note to less than $500. The above mentioned forfeitures will be
calculated only upon the principal amount of the Term Note. Term Notes may be
redeemed before maturity without forfeiture of interest upon the death of any
Holder or if the Holder is determined to be legally incompetent by a court or
any other administrative body of competent jurisdiction. The Company retains
the right to require the Holder to give the Company no less than thirty (30)
days' prior written notice, by first class mail, of a redemption demanded by
the Holder, which notice shall specify the principal amount of the Security to
be redeemed and the redemption date.

TERMS OF SUBORDINATED DAILY NOTES

Daily Notes will be issued in the minimum original principal amount of
$50. Holders of Daily Notes may adjust the original principal amount at any
time by increases or decreases resulting from additional purchases or partial
redemptions; provided, however, that partial redemptions must be in the minimum
amount of $50 and may not reduce the principal amount of the Daily Note below
$50. Upon presentation of a Daily Note to the Company, the Company will, for
the Holder's convenience, record any adjustments to the original principal
amount, such as additional purchases or partial redemptions.

If the holder redeems in full the obligation represented by a Daily
Note, such Daily Note must be surrendered by the Holder to the Company and the
indebtedness evidenced thereby shall be fully discharged by payment to the
Holder of the outstanding principal amount thereof, together with any accrued
but unpaid interest. The Company retains the right to require the Holder to
give the Company no less than thirty (30) days' prior written notice, by first
class mail, of a redemption demanded by the Holder, which notice shall specify
the principal amount of the Daily Note to be redeemed and the redemption date.

- 13 -
<PAGE> 16

The interest rate payable on the Daily Note will be determined by the
Company and may fluctuate on a monthly basis. Any adjustment to the interest
rate will be made by the Company on the first day of the month. The
fluctuation may reflect adjustments which are either increases or decreases in
the rate of interest payable. The interest rate, once adjusted, will be
effective as of the first day of each month and shall remain in effect until
next adjusted by the Company. The interest rate will be no less than 3% below
nor more than 5% above the rate established for the most recent auction average
of United States Treasury Bills with maturity of 13 weeks. In no event will
the rate of interest payable be more than 16% per annum or less than 5% per
annum. Interest will be accrued daily and compounded quarterly.

GENERAL PROVISIONS APPLICABLE TO ALL SECURITIES OFFERED HEREBY

Optional Redemption by Company.

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

Subordination.

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

"Senior Indebtedness" means Indebtedness of the Company outstanding at
any time other than Indebtedness of the Company to a Subsidiary for money
borrowed or advanced from any such Subsidiary except Indebtedness which by its
terms is not superior in right of payment to the Securities. "Indebtedness"
means (1) any debt of the Company (i) for borrowed money or (ii) evidenced by a
note, debenture or similar instrument (including a purchase money obligation)
given in connection with the acquisition of any property or assets, including
securities; (2) any debt of others described in the preceding clause (1) which
the Company has guaranteed or for which it is otherwise liable; and (3) any
amendment, renewal, extension or refunding of any such debt. As of June 30,
1995, the outstanding amount of Senior Indebtedness of the Company was
approximately $4.0 million.

- 14 -
<PAGE> 17

Defaults and Remedies.

The term "Events of Default" when used in the Indenture means any one
of the following: (i) failure of the Company to pay interest which failure
continues for 30 days, or failure to pay principal of (or premium, if any, on)
any of the Securities when due (whether or not prohibited by the subordination
provisions); (ii) failure to perform any other covenant or breach of any
warranty continuing for 60 days after the Company receives written notice of
such failure or breach; (iii) the default under any instrument governing
indebtedness of the Company or any Subsidiary for money borrowed or guaranteed
which constitutes a failure to pay principal in an aggregate principal amount
exceeding $1,000,000 or which shall have resulted in an aggregate principal
amount of at least $1,000,000 becoming or being declared due prior to its
stated maturity, and which default is not cured within 30 days after the
Company receives written notice thereof; and (iv) certain events of bankruptcy,
insolvency or reorganization involving the Company or certain of its
Subsidiaries.

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

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

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

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

A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Securities.

Consolidation, Merger, Conveyance, Transfer or Lease.

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

The Indenture prohibits the issuance, sale, assignment, transfer or
other disposition of shares of, or securities convertible into, or options,
warrants or rights to subscribe for or purchase shares of a Subsidiary, or any
successors, or mergers or consolidations involving a Subsidiary, or sales or
transfers of assets substantially as an entirety by any Subsidiary; provided
that the Company may, with respect to any Subsidiary that is not a

- 15 -
<PAGE> 18

Principal Member Bank (as defined in the Indenture), (i) dispose of any
shares of stock or (ii) issue shares of stock or permit a merger,
consolidation or sale or lease of assets if the consideration received at
least equals the fair value of the shares or assets transferred and either
the Company's pro rata interest in the Subsidiary is maintained or the
Company owns no shares of the Subsidiary immediately after the transaction.
The Indenture does not prohibit such dispositions (i) if made in compliance
with any order of the court or regulatory authority or made as a condition
imposed by a court or authority to the acquisition by the Company of any
entity, or (ii) when the proceeds are, within 270 days, or such longer period
of time as may be necessary to obtain requisite regulatory approvals, to be
invested in a Subsidiary (including any entity which upon such investment
becomes a Subsidiary) engaged in a business legally permissible for bank
holding companies.

Modification of the Indenture.

The Indenture contains provisions permitting the Company and the
Trustee, without the consent of any Holder, to supplement or amend the
Indenture under certain specified circumstances, including to cure any
ambiguity, to correct or supplement any other provision thereof, to evidence
the succession of a successor to the Company or the Trustee, to add to the
covenants of the Company for the benefit of the Holders or additional Events of
Default, to secure the Securities, or to add any other provisions with respect
to matters or questions arising thereunder which the Company and the Trustee
deem necessary or desirable and which do not adversely affect the interests of
the Holders. Otherwise, the rights and obligations of the Company and the
rights of the Holders may be modified by the Company and the Trustee only with
the consent of the Holders of a majority in principal amount of each series of
Securities then outstanding. No reduction in the principal of or the interest
rate on the Securities or in the percentage of Holders required for
modification of the Indenture and no extension of the maturity of any
Securities or in the time of payment of interest will be effective against any
Holder without his consent.

Consumer Finance Subsidiary as Selling Agent and Paying Agent of
the Company.

The Company's consumer finance Subsidiary will act as selling agent
and paying agent of the Company. Therefore, all payments for Securities shall
be made by the Holders to the consumer finance Subsidiary, as agent for the
Company, and all principal and certain interest payments shall be made to the
Holders by the consumer finance Subsidiary, as agent for the Company.

Securities Non-Negotiable.

The securities are non-negotiable and no rights of ownership may be
transferred by mere endorsement and delivery of a Security to a purchaser. All
transfers and assignments of Securities may be made only at the offices of
Regency Finance Company, upon presentation of the Security and recordation of
such transfer or assignment in the books of the Company.

Satisfaction and Discharge of Indenture.

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

The Trustee.

The Trustee is Northern Central Bank, a Pennsylvania state-chartered
bank and trust company whose principal corporate trust office is in
Williamsport, Pennsylvania. Notice to the Trustee should be directed to 102
West Fourth Street, Williamsport, Pennsylvania 17701. The Trustee is entitled
to exercise the same rights as other holders of Senior Indebtedness.

The Holders of a majority in principal amount of all outstanding
series of Securities have the right to direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee,
provided that such direction would not conflict with any rule of law or with
the Indenture, would not be

- 16 -

<PAGE> 19
unduly prejudicial to the rights of another Holder and would not subject the
Trustee to personal liability. The Indenture provides that in case an Event
of Default should occur and be known to the Trustee (and not be cured), the
Trustee will be required to use the degree of care of a prudent man in the
conduct of his own affairs in the exercise of its power. Subject to such
provisions, the Trustee will be under no obligation to exercise any of its
rights or powers under the Indenture at the request of any of the holders
unless they shall have offered to the Trustee security and indemnity
satisfactory to it.

Federal Income Tax Considerations.

A Holder of Securities may be subject to "backup withholding" under
certain circumstances. Backup withholding applies to a Holder who is a United
States person if the Holder, among other things, (i) fails to furnish his
social security number or other taxpayer identification number ("TIN") to the
payer responsible for backup withholding (for example, the Holder's securities
broker), (ii) furnishes such payer an incorrect TIN, (iii) fails to provide
such payer with a certified statement, signed under penalties of perjury, that
the TIN provided to the payer is correct and that the Holder is not subject to
backup withholding, or (iv) fails to report properly interest and dividends on
his tax return. Backup withholding, however, does not apply to payments made to
certain exempt recipients, such as corporations and tax-exempt organizations.
The backup withholding rate is 31% of "reportable payments," which generally
will include interest on Securities.

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

Holders of Securities should consult their own tax advisors about the
federal, state and local tax consequences of owning Securities.

PLAN OF DISTRIBUTION
The Securities will be sold by officers and employees of Regency, the
Company's consumer finance Subsidiary, without registration as brokers or
dealers in reliance upon the safe harbor provided by Rule 3a4-1 under the
Exchange Act. Such officers and employees will not receive any commissions or
director or indirect compensation in connection with the sale of the
Securities.

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

LEGAL MATTERS

The legality of the Securities offered hereby will be passed upon by
Cohen & Grigsby, P.C., Pittsburgh, Pennsylvania, counsel to the Company.

EXPERTS

The consolidated financial statements of the Company at December 31,
1994 and 1993, and for each of the years then ended, incorporated by reference
in this Prospectus and Registration Statement, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon,
incorporated in the Company's Annual Report on Form 10-K and incorporated
herein by reference. As to 1993, the report of Ernst & Young LLP is based in
part on the reports of S.R. Snodgrass, A.C., independent auditors, included in
the Company's Annual Report on Form 10-K and incorporated herein by reference.
The consolidated financial statements for the year ended December 31, 1992,
have been audited by Hill, Barth and King, Inc. independent

- 17 -

<PAGE> 20
auditors, as set forth in their report included in the Company's Annual Report
on Form 10-K and incorporated herein by reference. The financial statements
referred to above are included in reliance upon such reports given upon the
authority of such firms as experts in accounting and auditing.

- 18 -

<PAGE> 21

===============================================================
TABLE OF CONTENTS

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . 1
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . 1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . 2
SUMMARY OF TERMS OF SECURITIES . . . . . . . . . . . . . . 3
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . 4
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . 6
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . 7
SUMMARY CONSOLIDATED FINANCIAL
DATA . . . . . . . . . . . . . . . . . . . . . . . . . . 9
RATIO OF EARNINGS TO FIXED CHARGES . . . . . . . . . . . . 11
DESCRIPTION OF SECURITIES . . . . . . . . . . . . . . . . . 12
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . 17
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . 17
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . 17

_________________________

NO DEALER, SALESPERSON OR ANY OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS
IN CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED ON AS HAVING
BEEN AUTHORIZED BY F.N.B. CORPORATION. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SECURITIES
IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS
SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF F.N.B. CORPORATION
SINCE THE DATE HEREOF.
===============================================================

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

F.N.B. CORPORATION

$125,000,000
AGGREGATE PRINCIPAL AMOUNT OF

SUBORDINATED TERM NOTES DUE

3, 6, 9, 12, 18, 30, 36, 48, 60, 84 AND 120 MONTHS
AND
SUBORDINATED

DAILY NOTES

___________________

PROSPECTUS
___________________

OCTOBER __, 1995

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

<PAGE> 22

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

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

<TABLE>
<S> <C>
Securities and Exchange Commission Fee* . . . . . . . . . . . . $43,103.45*
Blue Sky fees and expenses . . . . . . . . . . . . . . . . . . 7,000.00
Printing and engraving expenses . . . . . . . . . . . . . . . . 10,000.00
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . 15,000.00
Accounting fees and expenses . . . . . . . . . . . . . . . . . 5,000.00
Trustee Fees . . . . . . . . . . . . . . . . . . . . . . . . . 10,000.00
Miscellaneous expenses . . . . . . . . . . . . . . . . . . . . 5,000.00
----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . $95,103.45
==========

<FN>
*Exact; all other fees and expenses are estimates.
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Numbered Paragraph 6.b of the Articles of Incorporation, as amended,
of F.N.B. Corporation provides as follows:

Directors and Officers of the Corporation shall be indemnified
as of right to the fullest extent now or hereafter permitted by law in
connection with any actual or threatened action, suit or proceedings,
civil, criminal, administrative, investigative or other (whether
brought by or in the right of the Corporation or otherwise), arising
out of their service to the Corporation or to another organization at
the request of the Corporation, or because of their positions with the
Corporation. Persons who are not Directors or Officers of the
Corporation may be similarly indemnified in respect of such service to
the extent authorized at any time by the Board of Directors of the
Corporation. The Corporation may purchase and maintain insurance to
protect itself and any such Director, Officer or other person against
any liability, cost or expense asserted against or incurred by him in
respect of such service, whether or not the Corporation would have the
power to indemnify him against such liability by law or under the
provisions of this paragraph. The provisions of this paragraph shall
be applicable to persons who have ceased to be Directors or Officers,
and shall inure to the benefit of the heirs, executors and
administrators of persons entitled to indemnity hereunder.

Article IX of the Bylaws of F.N.B. Corporation provides that the
Corporation shall indemnify each director and officer of the Corporation and of
its controlled subsidiaries made or threatened to be made a party to any civil,
criminal, administrative action, suit or proceeding (whether brought by or in
the name of the Corporation or otherwise) arising out of such director's or
officer's service to the Corporation or to another organization at the
Corporation's request against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such director and officer in connection with such action, suit or
proceeding. Indemnification shall not be made with respect to actions, suits
or proceedings where the act or omission giving rise to the claim for
indemnification has been determined to have constituted willful misconduct or
recklessness or where prohibited by law. In addition, expenses incurred by
each director and officer in defending any such action, suit or proceeding,
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding if an undertaking (in form and scope satisfactory to
the Corporation) shall have been furnished to the Corporation to repay amounts
so advanced if and to the extent it shall ultimately be determined that such
officer or director is not entitled to indemnification and certain other
conditions shall have been satisfied. The Corporation may purchase and
maintain insurance, create a fund of any nature, grant a security interest or
otherwise secure or insure in any manner its indemnification obligations.

II-1
<PAGE> 23

Section 1741 of the Pennsylvania Business Corporation Law (the "BCL")
provides that a corporation shall (subject to the provisions described in the
second succeeding paragraph) have the power to indemnify any person who was or
is a party, or is threatened to be made a party, to any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that such person is or was a representative of the
corporation, or is or was serving at the request of the corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such persons in connection with
the action or proceeding if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action or
proceeding by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent shall not of itself create a presumption that such
person did not act in good faith and in a manner which he reasonably believed
to be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal proceeding, had reasonable cause to believe that his
conduct was unlawful.

Section 1742 of the Pennsylvania BCL provides that a corporation shall
(subject to the provisions described in the succeeding paragraph) have the
power to indemnify any person who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action by or in the right
of the corporation to procure a judgment in its favor by reason of the fact
that such person is or was a representative of the corporation, or is or was
serving at the request of the corporation as a representative of another
domestic or foreign corporation for profit or not-for-profit, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense of the settlement of the action if such person acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation. Indemnification shall not be made in
respect of any claim, issue or matter as to which such person has been adjudged
to be liable to the corporation unless and only to the extent that the court of
common pleas of the county in which the registered office of the corporation is
located or the court in which the action was brought determines upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses that the court of common pleas or other court deems
proper.

Under Section 1744 of the Pennsylvania BCL, any such indemnification
(unless ordered by a court) shall be made by the corporation only as authorized
in a specific case upon a determination that indemnification of the
representative is proper in the circumstances because such person has met the
applicable standard of conduct. Such determination shall be made:

(1) By the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the action or
proceeding; or

(2) If such quorum is not obtainable or, even if obtainable, a
majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or

(3) By the shareholders.

Notwithstanding the above, Section 1743 provides that to the extent
that a representative of the corporation has been successful on the merits or
otherwise in defense of any action or proceeding referred to above, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection therewith.

Under Section 1745 of the Pennsylvania BCL, expenses (including
attorneys' fees) incurred in defending any action or proceeding may be paid by
the corporation in advance of the final disposition of the action or proceeding
upon receipt of an undertaking by or on behalf of the representative to repay
such amount if it is ultimately determined that such person is not entitled to
be indemnified by the corporation.

Section 1746 of the Pennsylvania BCL further provides that the
indemnification provided by Sections 1741, 1742 and 1743 and the advancement of
expenses provided by Section 1745 shall not be deemed exclusive of any other
rights to which a person seeking indemnification or advancement of expenses may
be

II-2

<PAGE> 24
entitled under any bylaw, agreement, vote of shareholders, disinterested
directors or otherwise, both as to action in his official capacity and as to
action in other capacity while holding that office. A corporation may
create a fund of any nature, which may, but need not be, under the control
of a trustee, or otherwise secure or insure in any manner its indemnification
obligations, whether arising under or pursuant to Section 1746 or otherwise.
Indemnification pursuant to Section 1746 shall not be made in any case where
the act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness.

Indemnification pursuant to Section 1746 under any bylaw, agreement,
vote of shareholders, or directors or otherwise may be granted for any action
taken or any failure to take any action and may be made whether or not the
corporation would have the power to indemnify the person under any other
provision of law except as provided in such Section 1746 and whether or not the
indemnified liability arises or arose from any threatened, pending or completed
action by or in the right of the corporation. Section 1746 declares such
indemnification to be consistent with the public policy of Pennsylvania.

ITEM 16. EXHIBITS

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

<TABLE>
<CAPTION>
Exhibit No.
- -----------
<S> <C>
4.1 Specimen of the Registrant's Subordinated Term Notes due 3, 6, 9,
12, 18, 24, 30, 36, 48, 60, 84 and 120 Months.

4.2 Specimen of the Registrant's Subordinated Daily Notes.

4.3 Form of Indenture authorizing the Registrant's Securities issued
pursuant to this Registration Statement to be qualified under the
Trust Indenture Act, incorporated by reference to Exhibit 4.7 of
the Registrant's Registration Statement on Form S-2, File No.
33-45888.

4.4 First Supplemental Indenture dated as of January 1, 1994 between
the Registrant and the Trustee.*
4.5 Form of Officer's Certificate setting forth the terms of (i) the
Registrant's Subordinated Notes due 3, 6, 9, 12, 18, 24, 30, 36,
48, 60, 84 and 120 Months, and (ii) the Registrant's Subordinated
Daily Cash Accounts, incorporated by reference to Exhibit 4.5 of
the Registrant's Registration Statement on Form S-3. File No.
33-67440.

4.6 Form of Acceptance of Offer.

5 Opinion of Cohen & Grigsby, P.C. re: legality.*

12 Statement re: computation of ratios.*

23.1 Consent of Cohen & Grigsby, P.C. (included in Exhibit 5).

23.2 Consent of Ernst & Young LLP.*

23.3 Consent of S. R. Snodgrass, A.C.*

23.4 Consent of Hill, Barth and King, Inc.*

24 Power of Attorney (See Page II-5).*

25 Statement of Eligibility of Trustee.*

99 Form of Prospectus Supplement.
<FN>
- -----
* Previously filed.
</TABLE>

II-3

<PAGE> 25

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.

(2) That, for the purposes of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, were applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

II-4

<PAGE> 26
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has duly caused this Amendment No. 2 to
registration statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Hermitage, Commonwealth of Pennsylvania, on
October 10, 1995.

F.N.B. CORPORATION

By PETER MORTENSEN
-----------------------------
Peter Mortensen, Chairman
and President

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

* CHAIRMAN, PRESIDENT AND DIRECTOR
- ---------------------- (PRINCIPAL EXECUTIVE OFFICER)
Peter Mortensen

* EXECUTIVE VICE PRESIDENT AND
- ---------------------- DIRECTOR
Stephen J. Gurgovits

* VICE PRESIDENT AND DIRECTOR
- ----------------------
Samuel K. Sollenberger

* VICE PRESIDENT AND CHIEF
- ---------------------- FINANCIAL OFFICER (PRINCIPAL
John D. Waters FINANCIAL AND ACCOUNTING OFFICER)

* DIRECTOR
- ----------------------
W. Richard Blackwood

II-5
<PAGE> 27

* DIRECTOR
- ------------------------
William B. Cambell

* DIRECTOR
- ------------------------
Charles T. Cricks

* DIRECTOR
- ------------------------
Henry M. Ekker

* DIRECTOR
- ------------------------
Thomas C. Elliott

* DIRECTOR
- ------------------------
Thomas W. Hodge

* DIRECTOR
- ------------------------
George E. Lowe

* DIRECTOR
- ------------------------
Paul P. Lynch

* DIRECTOR
- ------------------------
James B. Miller

* DIRECTOR
- ------------------------
Robert S. Moss

* DIRECTOR
- ------------------------
John R. Perkins

* DIRECTOR
- ------------------------
William A. Quinn

II-6
<PAGE> 28

* DIRECTOR
- ------------------------
Georger A. Seeds

* DIRECTOR
- ------------------------
William J. Strimbu

* DIRECTOR
- ------------------------
Archie O. Wallace

DIRECTOR
- ------------------------
Joseph M. Walton

* DIRECTOR
- ------------------------
James T. Weller

* DIRECTOR
- ------------------------
Eric J. Werner

* DIRECTOR
- ------------------------
Edward Wilson

* DIRECTOR
- ------------------------
Donna C. Winner

*By: JOHN D. WALTERS
---------------------
JOHN D. WALTERS
ATTORNEY-IN FACT

OCTOBER 10, 1995

II-7
<PAGE> 29
EXHIBIT INDEX
(PURSUANT TO ITEM 601(A) OF REGULATION S-K)

<TABLE>
<CAPTION>
Exhibit No. Description
- ---------- -----------
<S> <C>
4.1 Specimen of the Registrant's Subordinated Term Notes due 3, 6, 9,
12, 18, 24, 30, 36, 48, 60, 84 and 120 Months.

4.2 Specimen of the Registrant's Subordinated Daily Notes.

4.4 First Supplemental Indenture dated as of January 1, 1994 between
the Registrant and the Trustee.*

4.5 Form of Officer's Certificate setting forth the terms of (i) the
Registrant's Subordinated Notes due 3, 6, 9, 12, 18, 24, 30, 36,
48, 60, 84 and 120 Months, and (ii) the Registrant's Subordinated
Daily Cash Accounts, incorporated by reference to Exhibit 4.5 of
the Registrant's Registration Statement on Form S-3. File No.
33-67440.

4.6 Form of Acceptance of Offer.

5 Opinion of Cohen & Grigsby, P.C. re: legality.*

12 Statement re: computation of ratios.*

23.1 Consent of Cohen & Grigsby, P.C. (included in Exhibit 5).

23.2 Consent of Ernst & Young LLP.*

23.3 Consent of S. R. Snodgrass, A.C.*

23.4 Consent of Hill, Barth and King, Inc.*

24 Power of Attorney (See Page II-5).*

25 Statement of Eligibility of Trustee.*

99 Form of Prospectus Supplement.
<FN>
- -----
* Previously filed.
</TABLE>

<PAGE> 1
EXHIBIT 4.1

____ MONTH

SUBORDINATED TERM NOTE

F.N.B. CORPORATION
HERMITAGE SQUARE
HERMITAGE, PENNSYLVANIA 16148

Date of Issue _____________________, 19__ No. _________________________

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

Name ______________________________ _____________________ ________________

______________________________ Soc. Sec. or E.I. No. Stated Maturity

Address ______________________________ _____________________ ________________

______________________________ _____________________ ________________

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

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

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

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

Terms 3 or 6-Month Terms 9 thru 120-Month AUTHENTICATION CERTIFICATE: This

__________________ ______________________ Subordinated Term Note is one of

Interest at the Interest at the the Securities of the series
above rate will above rate will designated herein referred to in
be paid be paid the within-mentioned Indenture.

______ Monthly ______ Monthly NORTHERN CENTRAL BANK, as Trustee
By: Authenticating Agent

______ At Maturity ______ Quarterly __________________________________
Authorized Signature
______ At Maturity
Compounded
Quarterly
__________________ ______________________

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

ATTEST: F.N.B. CORPORATION

By: ______________ By: ____________________ [SEAL]
Secretary Chairman & President

<PAGE> 2
[Reverse of Note]

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

PAYMENT AND INTEREST ACCRUAL. Payment of the principal of and interest
on this Security shall be made in lawful money of the United States at any
office of Regency Finance Company, the Issuer's agent, or at such other place
as the Issuer may designate to the Holder in writing ("Place of Payment");
provided, however, that any such payment may be made, at the option of the
Issuer, by check mailed to the registered address of the Holder. Upon payment
or tender of payment hereof at maturity or earlier redemption (in whole), this
Security shall be surrendered to the Issuer for cancellation at the Place of
Payment. Unless otherwise agreed in writing by the Issuer, interest hereon
shall cease to accrue, and the Issuer shall have no further liability with
respect thereto, upon payment (or tender of payment in the aforesaid manner) of
the principal amount hereof at maturity or earlier redemption.
This Security will be automatically extended for successive terms,
equal in duration to the original term hereof, at the rate(s) of interest then
in effect for Securities of comparable maturity unless, prior to maturity, the
Issuer receives notification of the Holder's intent to redeem the Security.
All of the terms and conditions applicable to the Security when issued will
also apply during each period of extension.
OPTIONAL REDEMPTION BY ISSUER. The Securities of this series are
subject to redemption upon not less than 30 days' notice by first class mail,
at any time, as a whole or in part, at the election of the Issuer, without
premium, together with accrued interest to the Redemption Date, but any
interest installment, which is due and payable on or prior to such Redemption
Date, will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates, all as provided in the Indenture. Each partial redemption
payment shall be made ratably on all the Outstanding Securities of such series
called for redemption.
REDEMPTION PRIOR TO MATURITY BY HOLDER. The Holder shall have the
right at its option to redeem this Security in whole or in part at any time
prior to maturity. Upon such redemption, the Holder shall forfeit an amount
equal to (i) 1 month of interest earned, or that could have been earned (if
this Security has a term of 3 to 12 months) or (ii) 3 months of interest
earned, or that could have been earned (if this Security has a term of 18 to
120 months), on the amount so redeemed at the rate being paid on this Security,
regardless of the length of time that this Security has been Outstanding.
Where necessary to comply with the requirements of this paragraph, any interest
already paid to or for the account of the Holder shall be deducted from the
amount redeemed. Holders shall also have the right to make partial redemptions
prior to maturity; provided, however, that a minimum outstanding principal
amount of $500 is maintained. The above-mentioned forfeitures shall be
calculated only upon the amount so redeemed. This Security may be redeemed
before maturity without forfeiture upon the death of the Holder of this
Security or when the Holder of this Security is determined to be legally
incompetent by a court or other administrative body of competent jurisdiction.
The Issuer retains the absolute right to require the Holder to give the Issuer
no less than 30 days' prior written notice by U.S. registered mail of a
redemption demanded by the Holder, which notice shall specify the principal
amount of the Security to be redeemed and the redemption date.
In the event of redemption of this Security in part only, a new
Security or Securities of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.
ASSIGNMENT. As provided in the Indenture and subject to certain
limitations therein set forth, this Security shall not be transferable except
by endorsement and delivery by the Holder, or his duly authorized
representative at the Place of Payment referred to above and, upon surrender to
the Issuer with proper endorsement, a new instrument of like tenor shall be
issued in the name of the transferee. No service charge shall be made for any
such registration of transfer or exchange, but the Issuer may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. Unless and until transferred in the manner aforesaid,
the Issuer, the Trustee and any agent of either of them may treat the Holder
whose name or names appear on the face of this instrument as the absolute owner
hereof for all purposes. If this Security is payable to two or more persons,
they shall be deemed to be joint tenants with right of survivorship and any and
all payments herein shall be made to either, or the survivor of them.
SUBORDINATION. The indebtedness evidenced by this Security is
subordinate to the prior payment when due of the principal of and interest on
all Senior Indebtedness (as such term is defined below). Upon maturity of any
Senior Indebtedness, payment in full must be made on such Senior Indebtedness
before any payment is made on or in respect of this Security. During the
continuance of any default in payment of principal of (or premium, if any) or
interest or sinking fund on any Senior Indebtedness, or any other event of
default with respect to Senior Indebtedness pursuant to which the holders
thereof have accelerated the maturity thereof, no direct or indirect payment
may be made or agreed to be made by the Issuer on or in respect of this
Security. Upon any distribution of assets of the Issuer in any dissolution,
winding up, liquidation or reorganization, payment of the principal of and
interest on this Security will be subordinated, to the extent and in the manner
set forth in the Indenture, to the prior payment in full of all Senior
Indebtedness. The Indenture does not limit the Issuer's ability to increase the
amount of Senior Indebtedness or to incur any additional indebtedness in the
future that may affect the Issuer's ability to make payments under this
Security. Except as described above, the obligation of the Issuer to make
payment of principal or interest on this Security will not be affected. The
Holder of this Security will be subrogated to the rights of the holders of the
Senior Indebtedness to the extent of payments made on Senior Indebtedness out
of the distributive share of the Security. By reason of such subordination, in
the event of a distribution of assets upon insolvency, certain general
creditors of the Issuer may recover more, ratably, than Holders of the
Securities.
"Senior Indebtedness" means Indebtedness of the Issuer outstanding at
any time, other than Indebtedness of the Issuer to a Subsidiary for money
borrowed or advanced from any such Subsidiary, except Indebtedness which by its
terms is not superior in right of payment to the Securities. "Indebtedness"
means (1) any debt of the Issuer (i) for borrowed money or (ii) evidenced by a
note, debenture or similar instrument (including a purchase money obligation)
given in connection with the acquisition of any property or assets, including
securities; (2) any debt of others described in the preceding clause (1) which
the Issuer has guaranteed or for which it is otherwise liable; and (3) any
amendment, renewal, extension or refunding of any such debt.
In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of the Indenture or of this Security)
payment of principal and interest need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, provided that no interest shall
accrue for the period from and after such Interest Payment Date, Redemption
Date or Stated Maturity, as the case may be.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Issuer and the Trustee with the
consent of the Holders of not less than 50% in principal amount of the
Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
The Securities of this series are issuable only in registered form
without coupons in any denomination; provided, however, that the minimum
denomination shall be $500.
All terms used in this Security which are defined in the Indenture and
not otherwise defined herein shall have the meanings assigned to them in the
Indenture.

<PAGE> 1
EXHIBIT 4.2

F.N.B. CORPORATION

Subordinated

DAILY NOTE

<PAGE> 2

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

<PAGE> 3

SUBORDINATED DAILY NOTE

F.N.B. CORPORATION
HERMITAGE SQUARE
HERMITAGE, PENNSYLVANIA 16148

Date of Issue ________________________, 19_____

No. _________________________

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

Name _______________________________________________________________________

_______________________________________________________________________

Address _______________________________________________________________________

_______________________________________________________________________

Soc. Sec. or E.I. No. _________________________________________________________

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

<PAGE> 4

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

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

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

F.N.B. CORPORATION By _________________________________________
Chairman & President

[SEAL] By _________________________________________
Secretary

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

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

AUTHENTICATION CERTIFICATE:

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

NORTHERN CENTRAL BANK, as Trustee

By: Authenticating Agent

____________________________________________
Authorized Signature

<PAGE> 5

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

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

INTEREST RATE ADJUSTMENT. The interest rate will be determined by the
Company and may fluctuate on a monthly basis. Any adjustment to the interest
rate will be made on the first day of the month and shall remain in effect
until next adjusted by the Company. The interest rate will be no less than 3%
below nor more than 5% above the rate established for the most recent auction
average of United States Treasury Bills with maturity of 13 weeks. In no event
will the rate of interest payable be more than 16% per annum or less than 5%
per annum.

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

REDEMPTION BY HOLDER. The Holder shall have the right at its option
to redeem this Security, in whole or in part, at any time. Holders shall also
have the right to make partial redemptions; provided, however, that a minimum
outstanding principal amount of $50 is

<PAGE> 6
maintained. The Issuer retains the absolute right to require the Holder to
give the Issuer no less than 30 days' prior written notice by U.S. registered
mail of a redemption demanded by the Holder and which notice shall specify the
principal amount of the Security to be redeemed and the redemption date.

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

ASSIGNMENT. As provided in the Indenture and subject to certain
limitations therein set forth, this Security shall not be transferable except
by endorsement and delivery by the Holder, or his duly authorized
representative at the Place of Payment referred to above, and upon surrender to
the Issuer with proper endorsement, a new instrument of like tenor shall be
issued in the name of the transferee. No service charge shall be made for any
such registration of transfer or exchange, but the Issuer may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. Unless and until transferred in the manner aforesaid,
the Issuer, the Trustee and any agent of either of them may treat the Holder
whose name or names appear on the face of this instrument as the absolute owner
hereof for all purposes. If this Security is payable to two or more persons,
they shall be deemed to be joint tenants with right of survivorship and any and
all payments herein shall be made to either, or the survivor of them.

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

"Senior Indebtedness" means Indebtedness of the Issuer outstanding at
any time, other than Indebtedness of the Issuer to a Subsidiary for money
borrowed or advanced from any such

<PAGE> 7
Subsidiary, except Indebtedness which by its terms is not superior in right of
payment to the Securities. "Indebtedness" means (1) any debt of the Issuer (i)
for borrowed money or (ii) evidenced by a note, debenture or similar instrument
(including a purchase money obligation) given in connection with the
acquisition of any property or assets, including securities; (2) any debt of
others described in the preceding clause (1) which the Issuer has guaranteed or
for which it is otherwise liable; and (3) any amendment, renewal, extension or
refunding of any such debt.

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

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

The Securities of this series are issuable only in registered form
without coupons in any denomination; provided, however, that the minimum
denomination shall be $50.

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

<PAGE> 8
_______________________________________________________________________________

TRANSACTION REC'D/PAID
DATE BY REDEMPTIONS PURCHASES
_______________________________________________________________________________

INITIAL PURCHASE/PRIOR REGISTER BALANCE
_______________________________________________________________________________

_______________________________________________________________________________

<PAGE> 1
EXHIBIT 4.6

Account No. ___________________

ACCEPTANCE OF OFFER

The undersigned hereby agrees to purchase, at par, $________________ in
aggregate principal amount of the following securities (the "Securities") of
F.N.B. Corporation (the "Company") offered pursuant to the Prospectus dated
______________ __, 1995 (as the same may be amended, modified or supplemented,
the "Prospectus"), receipt of which is hereby acknowledged:

<TABLE>
<S> <C>
Security:
----------------------------------------------------------------------------------
Subordinated Term Note ("Term Note") or Subordinated Daily Note ("Daily Note")

Term:
--------------------------------------------------------------------------------------
For Term Notes only; 3,6,9,12,18,24,30,36,48,60,84 or 120 months

Interest Rate:
-----------------------------------------------------------------------------
Fixed for Term Notes; Initial for Daily Note

Registration Code: Account Type:
------------------------------ ------------------------
IN;JT;UTMA P;B;O
</TABLE>

The name(s) and address in which the Securities being purchased by the
undersigned are to be registered are as follows (all persons so named must
execute this Acceptance of Offer):

___________________________________________

___________________________________________ Soc. Sec. or E.I. No.

___________________________________________ # ____________________________

___________________________________________ Telephone Number _____________

EACH UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT He/she has read and
reviewed carefully the Prospectus.

EACH UNDERSIGNED HEREBY AGREES THAT All Securities purchased hereby, whether
Term Notes or Daily Note's, are subject to all the terms and conditions
including, without limitation, subordination of the indebtedness evidenced
thereby, as set forth in the Prospectus and the Indenture dated as of May 15,
1992 between the Company and Northern Central Bank, as Trustee.

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

By executing this ACCEPTANCE OF OFFER, I (we), under penalty of perjury,
certify that: (1) the number shown on this form is my (our) correct taxpayer
number (T.I.N.) and (2) I (we) am (are) not subject to backup withholding
either because of (a) I (we) am (are) exempt from backup withholding, or (b) I
(we) have not been notified by the Internal Revenue Service that I (we) am
(are) subject to backup withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me (us) that I (we) am (are)
no longer subject to backup withholding. (If you have been notified by the IRS
that you are subject to backup withholding, delete the language in (2) above.)

TERM NOTE INTEREST ELECTION (CHECK ONE)
1. MONTHLY CHECK ____(3-120 MO.) _______________________________
2. QUARTERLY CHECK ____(9-120 MO.) _______________________________
3. COMPOUND QUARTERLY _______________________________
PAID AT MATURITY ____(9-120 MO.) (This Purchase Agreement must
4. PAID AT MATURITY ____(3-6 MO.) be executed by all persons whose
5. MONTHLY DEPOSIT names are to appear on the

TO DAILY NOTE ____(3-120 MO.) Securities purchased hereby.)
Date: __________________________
DAILY NOTE NUMBER ___________________ Opened By: _____________________

<PAGE> 1

EXHIBIT 99

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER __, 1995)

F.N.B. CORPORATION

$125,000,000
SUBORDINATED TERM NOTES DUE
3, 6, 9, 12, 18, 24, 30, 36, 48, 60, 84 AND 120 MONTHS
AND
SUBORDINATED DAILY NOTES

The following interest rates are applicable to Subordinated Term Notes
and Subordinated Daily Notes offered and sold during the period _________, __
through ________, __.

<TABLE>
<CAPTION>
Annual Interest Rate
--------------------
<S> <C>
Subordinated Daily %
Notes:

Subordinated Term
Notes:

3 Month %

6 Month %

9 Month %

12 Month %

18 Month %

24 Month %

30 Month %

36 Month %

48 Month %

60 Month %

84 Month %

120 Month %
</TABLE>

__________, __