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Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of F.N.B. Corporation (the
"Corporation") and the several undersigned officers and directors thereof whose
signatures appear below, hereby makes, constitutes and appoints Peter Mortensen
and John D. Waters, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his or her name, place and stead, in any and all
capacities, to sign the following registration statements of the Corporation to
be filed with the Securities and Exchange Commission (the "Commission"),
together with any and all amendments (including post-effective amendments) to
such registration statements, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully and to all intents and purposes as he might do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either of
them, or their or his substitutes, may lawfully do or cause to be done by virtue
thereof: (1) registration statement on Form S-3 relating to $250,000,000 of the
Corporation's Subordinated Notes, (2) registration statement on Form S-3
relating to the Corporation's Dividend Reinvestment and Direct Stock Purchase
Plan, (3) registration statement on Form S-8 relating to the Corporation's
401(k) Plan, and (4) registration statement on Form S-8 relating to the
Corporation's 1998 Directors' Stock Option Plan.
IN WITNESS WHEREOF, F.N.B. Corporation has caused this Power of
Attorney to be signed on its behalf, and each of the undersigned officers and
directors in the capacity or capacities noted has hereunto set his or her hand
as of the date indicated below. This Power of Attorney may be executed in
counterparts which, when taken together, shall constitute a single original
thereof.
F.N.B. CORPORATION
By: /s/ Peter Mortensen
--------------------------------------
Peter Mortensen
Chairman and Chief Executive Officer
Dated: May 31, 2000
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Peter Mortensen Chairman, Chief Executive Officer May 31, 2000
--------------------------------- and Director (Principal Executive
Peter Mortensen Officer)
/s/ Stephen J. Gurgovits Vice Chairman and Director May 31, 2000
---------------------------------
Stephen J. Gurgovits
/s/ Gary L. Tice President, Chief Operating Officer May 31, 2000
--------------------------------- and Director
Gary L. Tice
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John D. Waters Vice President and Chief Financial May 31, 2000
--------------------------------- Officer (Principal Accounting
John D. Waters Officer)
Director May 31, 2000
---------------------------------
W. Richard Blackwood
Director May 31, 2000
---------------------------------
Alan C. Bomstein
/s/ William B. Campbell Director May 31, 2000
---------------------------------
William B. Campbell
/s/ Charles T. Cricks Director May 31, 2000
---------------------------------
Charles T. Cricks
/s/ Henry M. Ekker Director May 31, 2000
---------------------------------
Henry M. Ekker
/s/ James S. Lindsay Director May 31, 2000
---------------------------------
James S. Lindsay
/s/ Paul P. Lynch Director May 31, 2000
---------------------------------
Paul P. Lynch
Director May 31, 2000
---------------------------------
Edward J. Mace
Director May 31, 2000
---------------------------------
Robert S. Moss
Director May 31, 2000
---------------------------------
William A. Quinn
/s/ William J. Strimbu Director May 31, 2000
---------------------------------
William J. Strimbu
/s/ Archie O. Wallace Director May 31, 2000
---------------------------------
Archie O. Wallace
/s/ James T. Weller Director May 31, 2000
---------------------------------
James T. Weller
Director May 31, 2000
---------------------------------
Eric J. Werner
Director May 31, 2000
---------------------------------
Benjamin Wiley
Director May 31, 2000
---------------------------------
Donna C. Winner
</TABLE>
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