FNB ROCHESTER CORP
DEF 14A, 1997-04-23
NATIONAL COMMERCIAL BANKS
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                                 FNB ROCHESTER CORP.
                                   35 STATE STREET
                              ROCHESTER, NEW YORK 14614


                       NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


                                     MAY 27, 1997



          NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Shareholders of
          FNB ROCHESTER CORP. (the "Company") will be held at the
          Strathallan, 550 East Avenue, Rochester, New York 14607, on May
          27, 1997 at 10:00 a.m., local time, for the following purposes:

               (1)  To elect NINE (9) Directors to hold office for the
                    ensuing year, and until their successors have been duly
                    elected and qualified.

               (2)  To transact such other business as may properly come
                    before the Meeting.

          The holders of record of common shares at the close of business
          on April 10, 1997 are entitled to notice of and to vote at the
          Annual Meeting.

          PLEASE INDICATE YOUR INSTRUCTIONS FOR VOTING ON THE ENCLOSED
          PROXY CARD, DATE AND SIGN IT, AND MAIL IT IN THE ENCLOSED
          ENVELOPE AS PROMPTLY AS POSSIBLE.  IF YOU ATTEND THE MEETING, YOU
          MAY VOTE IN PERSON AND THE PROXY WILL NOT BE USED.



          Dated: April 24, 1997

                                        BY ORDER OF THE BOARD OF DIRECTORS,




                                        Mariann Joyal
                                        Secretary
          <PAGE>

                                   PROXY STATEMENT

                            ANNUAL MEETING OF SHAREHOLDERS

                                 FNB ROCHESTER CORP.
                                   35 STATE STREET
                              ROCHESTER, NEW YORK 14614
                                  TO BE HELD AT THE
                                     STRATHALLAN
                         550 EAST AVENUE, ROCHESTER, NEW YORK
                                   ON MAY 27, 1997

          This Proxy statement is furnished to the holders of common stock
          of FNB ROCHESTER CORP. (the "Company") in connection with the
          solicitation of proxies on behalf of the Board of Directors for
          use at the Annual Meeting of Shareholders of the Company to be
          held on May 27, 1997, or any adjournments thereof.  This Proxy
          Statement and form of proxy are first being sent or given to
          shareholders on or about April 24, 1997.

          Shareholders who execute proxies retain the right to revoke them
          at any time before they are exercised.  If you sign and return
          the enclosed proxy, the shares represented thereby will be voted
          for the nominees of the Board of Directors unless otherwise
          indicated on the proxy.


          VOTING

          Under the New York Business Corporation Law ("BCL") and the
          Company's by-laws, the presence, in person or by proxy, of a
          majority of the outstanding common shares is necessary to
          constitute a quorum of the shareholders to take action at the
          Annual Meeting.  The shares which are present, or represented by
          a proxy, will be counted for quorum purposes regardless of
          whether or not a broker with discretionary authority fails to
          exercise its discretionary voting authority with respect to any
          particular matter.  Once a quorum is established, under the BCL
          and the Company's by-laws, the Directors standing for election
          must be elected by a plurality of the votes cast.  For voting
          purposes, all votes cast "for", "against", "abstain", or
          "withhold authority" will be counted in accordance with such
          instruction as to each item.  Broker non-votes will not be
          counted for any item.

          The cost of solicitation of proxies by the Board of Directors
          will be borne by the Company.  The Company has retained Regan &
          Associates, Inc. to assist in the solicitation of proxies under a
          contract providing for payment of $2,250, plus reimbursement of
          reasonable out-of-pocket expenses.  In addition to solicitations
          by mail, Regan & Associates, Inc. and regular employees of the
          Company and its subsidiaries may solicit proxies in person, by
          facsimile transmission, or by telephone, but no employee of the
          Company or its subsidiaries will receive any compensation for
          their solicitation activities in addition to their regular
          compensation.  The Company will reimburse the reasonable expenses
          of brokerage houses and other custodians, nominees, and
          fiduciaries for forwarding solicitation material to the
          beneficial owners of Company stock held of record by such
          persons.

          The Board of Directors has fixed the close of business on April
          10, 1997 as the time as of which shareholders entitled to notice
          of and to vote at the Annual Meeting shall be determined.  There
          were 3,577,366 shares of the Company's common stock, par value
          $1.00 per share, outstanding and entitled to vote at the close of
          business on April 10, 1997.


                  BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK
                         BY CERTAIN PERSONS AND BY MANAGEMENT

          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

          The following table shows the name, address, and beneficial
          ownership of the Company's common stock as of April 10, 1997 of
          each person known to the Company to be a beneficial owner,
          directly or indirectly, of more than 5% of any class of its
          outstanding securities entitled to vote:

          Name and Address of      Common Shares
          Beneficial Owner (1)     Beneficially Owned  Percent of Class

          William Levine           320,957   (2)       9.0%
          c/o Alleson of Rochester
          2921 Brighton-Henrietta
           Town Line Road
          Rochester, New York 14623

          The Banc Funds           263,200   (3)       7.4%
          208 South LaSalle Street
          Suite 200
          Chicago, Illinois 60604

          Laurie Kuskin            227,056   (4)       6.3%
          c/o Kravetz Realty, Inc.
          150 Linden Oaks Drive
          Rochester, New York 14625

          (1)  Information presented in this table has been obtained from
               the respective shareholder,  from filings made with the
               Securities and Exchange Commission or from the Company s
               transfer agent.  Except as otherwise indicated, each holder
               has sole voting and investment power with respect to the
               shares indicated.
          (2)  Includes 340 shares held by Mr. Levine's wife and 98,343
               shares held by Mr. Levine as Trustee for the benefit of
               certain members of his family.
          (3)  The aggregate number of shares specified are divided among
               Banc Fund III L.P., an Illinois Limited Partnership, Banc
               Fund III Trust,  Banc Fund IV L.P., an Illinois Limited
               Partnership, and Banc Fund IV Trust. The Company does not
               have information as to the specific holdings of each entity.
          (4)  Includes 86,085 shares held as Executrix of the Estate of
               Fred B. Kravetz, 10,932 shares held as Executrix of the
               Estate of Arline Kravetz, and 33,000 shares held as Trustee
               for the benefit of certain members of her immediate family.

          SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS

          The following table shows the name, address, and beneficial
          ownership of the Company's common stock as of April 10, 1997, of
          each Director of the Company and nominee for director, of each
          executive officer who is named in the Summary Compensation Table
          ( Named Officer ) and of all directors, nominees for director,
          and executive officers of the Company as a group, respectively:

          Name and Address*        Shares owned        Percent of Class
          -----------------        ------------        ----------------
          R. Carlos Carballada     104,137   (1)       2.8%
          Michael J. Falcone       130,299   (2)       3.6%
          Gayle C. Johnston            200   (2,3)     **
          Joseph M. Lobozzo II      21,250   (4)       **
          Francis T. Lombardi        6,974   (2)       **
          Carl R. Reynolds          23,057   (2,5)     **
          H. Bruce Russell           6,250   (2)       **
          James D. Ryan              5,562   (2,6)     **
          Linda Cornell Weinstein   30,602   (2,7)     **
          Donald R. Aldred          19,724   (8)       **
          Robert B. Bantle          20,454   (8)       **
          Stacy C. Campbell         19,708   (8)       **
          Robert E. Gilbert         20,203   (8)       **
          All directors and
           executive officers
           as a group
           (14 persons)            427,387   (9)       11.3%

          *    The address of each Director and Named Officer is c/o FNB
               Rochester Corp., 35 State Street, Rochester, New York 14614.
          **   Less than 1%.
          (1)  Includes options to purchase 96,500 common shares that are
               exercisable within 60 days.
          (2)  Includes  options to purchase 1,250 common shares that are
               exercisable within 60 days.
          (3)  Held jointly with Ms. Johnston's spouse.
          (4)  Includes 20,000 shares held by Mr. Lobozzo's spouse, with
               Mr. Lobozzo sharing investment power.
          (5)  Includes 21,807 shares that are held jointly with Mr.
               Reynolds' spouse.
          (6)  Includes 2,906 shares held by Mr. Ryan's spouse.
          (7)  Includes 14,852 shares held by the Cornell/Weinstein Family
               Foundation, as to which shares Ms. Weinstein has shared
               voting and investment power,  and 5,000 shares held by Ms.
               Weinstein's spouse.
          (8)  Includes options to purchase 18,500 common shares that are
               exercisable within 60 days.
          (9)  Except as otherwise indicated above, members of the group
               have sole voting and investment power with respect to such
               shares. Includes options exercisable within 60 days to
               purchase 196,500 shares.


                                ELECTION OF DIRECTORS

                          Nominees for Election as Directors

          At the Annual Meeting, nine (9) Directors will be elected to
          serve for the ensuing year, and until their successors are duly
          elected and qualified.  Each of the nominees named below is a
          present member of the Board of Directors and in the case of each
          nominee other than Gayle C. Johnston, was elected at the
          Company's last Annual Meeting of Shareholders.  The Board of
          Directors elected Ms. Johnston to the Board in July 1996. She
          assumed her place on the Board at its August 1996 meeting.  All
          nominees have consented to serve as directors, if elected. 
          However, if at the time of the meeting any nominee should be
          unable to stand for election, it is the intention of the persons
          designated as proxies to vote, in their discretion, for such
          other persons, if any, as may be designated as nominees by the
          Board of Directors.  The Board of Directors proposes to nominate
          and recommends a vote for election of the following persons.

                                   Director
          Director's Name (age)    Since          Principal Occupation
          ---------------------    --------       --------------------

          R. Carlos Carballada (62)     1992 President, Chief Executive 
                                             Officer, FNB Rochester Corp.
          Michael J. Falcone (61)       1978 Real Estate Developer, Pioneer
                                             Group
          Gayle C. Johnston (41)        1996 President, Thin Film
                                             Technology Division, Bausch &
                                             Lomb
          Joseph M. Lobozzo II (53)     1993 President & CEO, JML Optical
                                             Industries, Inc.
          Francis T. Lombardi (65)      1978 Vice President, Syracuse Tank
                                             & Mfg. Co. Inc.
          Carl R. Reynolds (49)         1977 Attorney
          H. Bruce Russell (59)         1993 Vice President - Corporate 
                                             Real Estate - Eastman Kodak 
                                             Company
          James D. Ryan (64)            1992 President and Owner, RYCO
                                             Management, Inc. 
          Linda Cornell Weinstein (52)  1993 Executive Director,
                                             Cornell/Weinstein Family
                                             Foundation

          Other than Mr. Carballada and Ms. Johnston, each director of the
          Company has been engaged in his or her principal occupation or
          employment as specified above for five years or more.

          Each director of the Company is also a director of First National
          Bank of Rochester (the "Bank").

          Mr. Carballada has been employed in the banking business since
          1968.  He was President and Chief Executive Officer of Citizens
          Central Bank in Arcade, New York from July 1976 until August
          1981, and was President and Chief Executive Officer of Central
          Trust Company in Rochester, New York, from September, 1981 until
          May, 1992.  Mr. Carballada became the President and Chief
          Executive Officer of the Company in June of 1992.  Mr. Carballada
          also serves as President and Chief Executive Officer of  the
          Bank, and until its sale on April 1, 1994, served as President
          and Chief Executive Officer of Atlanta National Bank.

          Mr. Falcone is the Senior Partner of Pioneer Development Company,
          a real estate development and management company headquartered in
          Syracuse, New York.  He has held that position since 1987.  Since
          1992, Mr. Falcone has served as Chairman of the Board of
          Directors of the Company and the Bank.

          Ms. Johnston joined Bausch & Lomb in February 1992 as a Director
          of Marketing and Group Product Manager in Bausch & Lomb's lens
          care product businesses. In February 1994 she was promoted to
          Director of Quality Process in the Personal Products Division. 
          In March 1994 she became President of Bausch & Lomb's Thin Film
          Technology Division, a position she currently holds.

          Mr. Lobozzo has been the President, Chief Executive Officer, and
          principal shareholder of JML Optical Industries, Inc., located in
          Rochester, New York, since 1972. JML Optical Industries, Inc.
          manufactures, designs, and imports precision optical systems.

          Mr. Lombardi is Vice President of Syracuse Tank & Manufacturing
          Company, Incorporated, a manufacturer of metal products in
          Syracuse, New York, and has been associated with the
          manufacturing company since 1957. 

          Mr. Reynolds has been an attorney engaged in the general practice
          of law in Rochester, New York since 1975.  Mr. Reynolds is also
          President and a director of New Sky Communications, Inc., a
          motion picture production company.  Since 1992, Mr. Reynolds has
          served as Vice Chairman of the Board Directors of the Company and
          the Bank.

          Mr. Russell joined the Finance and Administration Division of the
          Eastman Kodak Company in Rochester in 1963.  Since that time, Mr.
          Russell has held a variety of positions there, each with
          increasing responsibility.  In 1986, he became a divisional Vice
          President and Director, Corporate Real Estate Office, a position
          he currently holds.

          Mr. Ryan is a Rochester area real estate developer, and since
          1969 has been the principal shareholder and president of RYCO
          Management, Inc., a real property development and management
          company.

          Ms. Weinstein has served as Executive Director of the
          Cornell/Weinstein Family Foundation, a private non-profit
          foundation located in Rochester, New York, since 1986.

          No family relationships exist among the above-named Directors or
          Officers of the Company.  None of the Directors of the Company
          holds a directorship in any other publicly traded company, except
          for Carl R. Reynolds, who is a director of New Sky
          Communications, Inc., a company registered under Section 15(d) of
          the Securities and Exchange Act of 1934, as amended.



                             INFORMATION ABOUT MANAGEMENT


          COMMITTEES OF THE BOARD OF DIRECTORS

          Among other committees, the Company has a Nominating and
          Compensation Committee and an Audit and Examining Committee.  The
          defined purposes and current membership of these two committees
          are as follows.

          Nominating and Compensation Committee, chaired by  Mr. Lobozzo,
          met three times in 1996.  The Nominating and Compensation
          Committee was formed in 1993 and combines the previous Stock
          Option Committee and Nominating Committee.  The Committee selects
          and recommends to the Board of Directors candidates for the Board
          of Directors of the Company, evaluates the performance of the
          Chief Executive Officer on an annual basis, makes recommendations
          regarding executive officer compensation, and administers the
          Company's employee Stock Option Plan.  The Nominating and
          Compensation Committee will review shareholders' suggestions of
          nominees for director that are submitted in writing to the
          committee, at the address of the Company's principal executive
          office, not less than 120 days in advance of the date the
          Company's proxy statement is released to shareholders in
          connection with the previous year's annual meeting of
          shareholders.  In addition to Mr. Lobozzo, Messrs. Falcone,
          Russell,  and Ryan are members of this committee.

          Audit and Examining Committee, chaired by Mr. Lombardi, met four
          times in 1996.  The Audit and Examining Committee has
          responsibility for general oversight of the Company's internal
          auditors, reviewing the Company's annual audit plan with its
          auditors, considering questions and issues arising during the
          course of the audit, oversight of the Company's financial
          reporting, and inquiring into related matters such as the
          adequacy of internal controls.  The Committee also has the
          responsibility for making a recommendation to the Board of
          Directors regarding the selection of the Company's independent
          auditors.  In addition to Mr. Lombardi, Messrs. Lobozzo and
          Reynolds and Ms. Johnston are members. Ms. Johnston became a
          member of the committee in January 1997.


          BOARD OF DIRECTORS AND COMMITTEE MEETINGS

          The Board of Directors held 12 meetings in fiscal year 1996, and
          all of the Directors attended at least 75% of the aggregate of
          (a) the total number of meetings of the Board of Directors held
          during the period for which they served as Director, and (b) the
          total number of meetings held by all committees of the Board of
          Directors on which they served.


          DIRECTOR COMPENSATION

          All Directors receive compensation of $300 for attendance at each
          Board of Directors' meeting of the Company or any Board of
          Directors' meeting of any subsidiary.  All directors receive $200
          for each meeting of any committee of the Board or committee
          meeting of the Board of Directors of any subsidiary of the
          Company.  No executive officer of the Company who also serves as
          a director receives fees for Board or committee meetings
          attended.


          COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

          During 1996, each of the Nominating and Compensation Committee
          members, or members of their immediate families, borrowed or had
          outstanding, either directly or indirectly, loans in excess of
          $60,000 from the Bank.  In each instance the loans (a) were made
          in the ordinary course of business, (b) were made on
          substantially the same terms, including interest rates and
          collateral, as those prevailing at the time for comparable
          transactions with other persons, and (c) did not involve more
          than the normal risk of collectibility or present other
          unfavorable features.


          DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

          The Company maintains a Directors' and Officers' liability
          insurance policy written by the Aetna Casualty and Surety
          Company.  The policy is for a one-year period expiring April 30,
          1997, at an annual premium of $67,000, and is expected to be
          renewed for an additional year at an annual premium that is still
          to be determined.  The policy provides for indemnification
          benefits and the payment of expenses in actions instituted
          against any director or officer of the Company or any subsidiary,
          for claimed liability arising out of their conduct in such
          capacities.


          EXECUTIVE OFFICERS

          The following current officers of the Company or the Bank
          ("Executive Officers") are deemed to be "executive officers" for
          purposes of the federal securities laws.

          R. Carlos Carballada (62), President and Chief Executive Officer
          of the Company and the Bank, commencing June 8, 1992.  See the
          information provided under "Nominees for Director," above, for a
          description of employment history and business experience of Mr.
          Carballada.

          Donald R. Aldred (54), Senior Vice President, Business and
          Professional Banking Division of the Bank, commencing June 23,
          1992.  From 1987 to 1992, he was Senior Vice President and
          Manager of the Commercial Banking Division at Central Trust
          Company.  Prior to his time with Central Trust Company, he spent
          21 years with Manufacturers and Traders Trust Company progressing
          through numerous lending/credit functions to the position of Vice
          President and Manager of Commercial Finance.

          Robert B. Bantle (45), Senior Vice President, Community Banking
          Division of the Bank, commencing July 1, 1992.  He was Senior
          Vice President, Human Resources, at Central Trust Company from
          1989 until 1992.  Prior to joining Central Trust Company, he
          spent 15 years with Security Trust/Fleet Bank in various areas,
          including Human Resources, Branch Administration, and Strategic
          Planning.

          Stacy C. Campbell (60),  Senior Vice President and Chief
          Financial Officer of the Company and the Bank, commencing July 1,
          1992.  From 1976 to 1992, Mr. Campbell was Senior Vice President
          and Chief Financial Officer at Central Trust Company.  Prior to
          joining Central Trust Company, he was employed by Marine Midland
          Bank N.A. in Commercial Lending, Treasury, and Financial
          positions.

          Robert E. Gilbert (49), Senior Vice President, Operations
          Division of the Bank, commencing June 29, 1992.  From 1990 to
          1992, he was a Managing Agent at the Resolution Trust
          Corporation.  From 1975 to 1989, he worked in various capacities
          with Irving Bank Corporation including Executive Vice President
          and General Manager of Irving Services Corporation, Senior Vice
          President of Operations at Central Trust Company, and Vice
          President of Operations at Citizens Central Bank of Arcade, New
          York.

          Theresa B. Mazzullo (44),  Senior Vice President, Trust &
          Investment Division  of the Bank, commencing March 10, 1993.  She
          was Vice President and Manager of the Personal Trust and
          Investment Estate Planning and New Business Department of The
          Chase Manhattan Bank, N.A. in Rochester from March 1992 until
          March 1993.  From 1978 until 1992 she progressed through various
          trust positions at Central Trust Company to the level of Vice
          President and Manager of Trust Marketing Sales.


          SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

          Under Section 16 of the Securities and Exchange Act of 1934, as
          amended, Directors, Executive Officers, and certain other persons
          are required to report their ownership of equity securities of
          the Company, and any changes in that ownership, to the Securities
          and Exchange Commission and the Company.  Based solely upon a
          review of reports furnished to the Company by such persons on
          Forms 3, 4, or 5 for the year ended December 31, 1996 (the
          "Section 16(a) Reports"), there were no omissions from filing or
          late filings of Section 16(a) Reports.


          EXECUTIVE COMPENSATION

          Shown below is information concerning annual and long-term
          compensation to certain Executive Officers for services to the
          Company for the years ended December 31, 1996, 1995, and 1994. 
          The table includes information on the Company's Chief Executive
          Officer, Mr. Carballada,  and its Chief Financial Officer, Mr.
          Campbell, and also on Mr. Aldred, Mr. Bantle, and Mr. Gilbert,
          three of the Bank's Senior Vice Presidents (the "Named
          Officers"). 

   <TABLE>
   <CAPTION>
                              SUMMARY COMPENSATION TABLE

                                               Long-Term
                   Annual Compensation        Compensation         (1)
    Name and                                                    All other
    Position      Year   Salary     Bonus     Options (Shares)  Compensation

    <S>           <C>    <C>        <C>               <C>             <C>   
    R. Carlos     1996   $203,964   $8,159                 0          $7,477
    Carballada,   1995   $196,618   $5,899             7,000          $7,435
    President &   1994   $190,692    $   0             8,000          $5,190
    Chief
    Executive
    Officer

    Donald R.     1996   $110,141   $6,406             1,000          $1,693
    Aldred,       1995   $106,174   $5,185             5,000          $1,323
    Senior Vice   1994   $102,974   $    0             4,000          $1,189
    President,
    Business &
    Professional
    Banking

    Robert B.     1996  $  99,119   $5,965             1,000          $1,968
    Bantle,       1995  $  95,548   $4,866             5,000          $1,857
    Senior Vice   1994  $  92,666   $    0             4,000          $1,655
    President,
    Community
    Banking

    Stacy C.      1996  $  99,116   $5,965             1,000          $3,677
    Campbell,     1995  $  95,546   $4,866             5,000          $2,839
    Senior Vice   1994  $  92,666   $    0             4,000          $2,631
    President &
    Chief
    Financial
    Officer

    Robert E.     1996  $  99,428   $5,977             1,000          $1,843
    Gilbert,      1995  $  94,367   $4,831             5,000          $1,880
    Senior Vice   1994  $  87,534   $    0             4,000          $1,718
    President,
    Operations

   </TABLE>
             (1) Includes for 1996: $2,310, $639, $1,487, $1,487, and
             $1,300 for Company contributions to the Company's 401(k)
             plan on behalf of Messrs. Carballada, Aldred, Bantle,
             Campbell, and Gilbert, respectively, and $5,167, $1,054,
             $481, $2,190, and $543 in group term life insurance premiums
             for Messrs. Carballada, Aldred, Bantle, Campbell, and
             Gilbert, respectively.

          <PAGE>
          OPTION GRANTS

          The following table details the number and terms of options
          granted during the last fiscal year to Named Officers.
   <TABLE>
   <CAPTION>
                        Option Grants in the Last Fiscal Year


                                                                     Realizable
                                                                      Value at
                                                                   Assumed Annual
                                                                   Rates of Stock
                                                                       Price
                                                                    Appreciation
                          Individual Grants                       for Option Term

                             % of Total
                 (1)       Options Granted
                 Options   to Employees in  Exercise  Expiration
    Name         Granted     Fiscal Year    Price     Date          5%      10%
    <S>            <C>          <C>          <C>       <C>        <C>      <C>   
    Donald R.      1,000        5.48%        $12.75    12/20/06   $8,020  $20,320
    Aldred

    Robert B.      1,000        5.48%        $12.75    12/20/06   $8,020  $20,320
    Bantle

    Stacy C.       1,000        5.48%        $12.75    12/20/06   $8,020  $20,320
    Campbell

    Robert E.      1,000        5.48%        $12.75    12/20/06   $8,020  $20,320
    Gilbert
   </TABLE>
          (1) Granted December 20, 1996 at fair market value with one-half
          exercisable per year commencing December 20, 1997.   Assuming 5%
          and 10% compounded annual appreciation of the stock price over
          the term of the option, the price per share of common stock would
          be $20.77 and $33.07 respectively, on December 20, 2006.


          OPTION EXERCISES

          The following table summarizes aggregate exercises of options by
          Named Officers, and the number of and the spread on unexercised
          options that they hold:
   <TABLE>
   <CAPTION>
                      Option Exercises and Year-End Value Table

          Aggregated Options Exercised in Last Fiscal Year and FY-End Option Value

                                                                       (1)
                                                                       Value of
                                                 Number of             Unexercised In-
                                                 Unexercised Options   the-Money Options
                          Shares                 at FY-End             at FY-End
                          Acquired
                          on           Value     Exercisable/          Exercisable/
    Name                  Exercise     Realized  Unexercisable         Unexercisable
    <S>                       <C>         <C>           <C>                 <C>     
    R. Carlos Carballada       0           0            81,500/            $395,275/
                                                        18,500              $82,795

    Donald R. Aldred           0           0            18,500/            $112,255/
                                                         3,500              $10,925

    Robert B. Bantle           0           0            18,500/            $112,255/
                                                         3,500              $10,925
    Stacy C. Campbell          0           0            18,500/            $112,255/
                                                         3,500              $10,925

    Robert E. Gilbert          0           0            18,500/            $112,255/
                                                         3,500              $10,925
   </TABLE>
          (1) Based on the difference between the option exercise prices
          and $12.25, the closing price of the Company s common stock on
          12/31/96 as quoted on the Nasdaq Stock Market.

          RETIREMENT PLAN

          The following table shows the estimated retirement benefits
          payable under the Bank's plan with the New York State Bankers
          Retirement System (the "Plan") to Named Officers based upon
          hypothetical compensation and years of service levels:
   <TABLE>
   <CAPTION>

                                  Pension Plan Table
                    Annual Benefits Per Number of Years of Service
                                         (1) 
       Average
    Compensation
                        5           8           10           12

      <S>            <C>          <C>         <C>          <C>   
      $100,000       $7,500      $12,000      $15,000     $18,000

      $125,000       $9,375      $15,000      $18,750     $22,500

      $150,000       $11,250     $18,000      $22,500     $27,000
      $175,000       $13,125     $21,000      $26,250     $31,500
   </TABLE>
          (1)  Annual benefits equal 1.5% of Average Compensation at time
          of retirement multiplied by years of creditable service
          commencing on or after April 1, 1993.  For the purposes of
          determining benefits under the Plan, Average  Annual Compensation
          is the average annual  compensation during the highest five
          consecutive years in all of the years of creditable service
          including salary, bonus, and other taxable compensation.  
          Effective October 1, 1994, the maximum amount of annual
          compensation that is taken into account in determining benefits
          is $150,000.  Because Mr. Carballada presently has 1.5 years of
          credited service at higher compensation levels, he may be
          entitled to benefits at retirement based on more than $150,000 of
          Average Compensation.  The annual benefits are not subject to
          deduction for social security or other offsets.  As of April 1,
          1997, all of the Named Officers had four years of creditable
          service. Mr. Carballada reached his normal retirement age as
          defined in the Plan on April 1, 1997, when he had five years of 
          vesting service and had reached age 62.  The Plan allows him to
          continue accruing years of creditable service so that a full five
          years of creditable service is possible.


          FNBR STOCK PERFORMANCE

          As part of the executive compensation information presented in
          this proxy statement, the Securities and Exchange Commission
          requires a five-year comparison of stock performance for the
          Company with stock performance by a broad equity market index and
          with a line-of -business market index.  The Company's common
          stock is traded in the over-the-counter market and listed on
          NASDAQ, so that a broad market index comparison with the NASDAQ
          Stock Market Total Return Index (U.S. Companies) is presented.  A
          peer group index, on a line-of-business basis, is the NASDAQ Bank
          Stock index, which is the other comparison presented in this
          proxy statement.

          The annual change for the five-year period shown in the graph is
          based (as required by SEC rules) on the assumption that $100 had
          been invested in the Company's stock on December 31, 1991 and
          that all dividends had been re-invested quarterly during the
          period.  The total cumulative dollar returns shown on the graph
          represents the value that the investments would have had on
          December 31, 1996. The calculations exclude trading commissions
          and taxes.  The following graph shows the performance of the
          Company's stock compared to the performance of stocks quoted on
          the NASDAQ National Market System and the performance of Bank
          Stocks quoted on the NASDAQ  National Market System:

          <TABLE>
                      COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
                    FNBR vs NASDAQ Market and NASDAQ Bank Stocks (US)*

          <CAPTION>
          Measurement Period                    NASDAQ         NASDAQ 
          (Fiscal Year Covered)    FNBR     Stock Market  Bank Stocks (US)

          <S>                      <C>          <C>            <C>
          Measurement Pt-12/31/91  $100         $100           $100
          YE 12/31/92              $77.1        $116.4         $145.6
          YE 12/31/93              $65.7        $133.6         $166.0
          YE 12/31/94              $60.0        $130.6         $165.4
          YE 12/31/95              $111.4       $184.7         $246.3
          YE 12/31/96              $140.6       $227.2         $325.6

          * Assumes reinvestment of dividends

          </TABLE>

          COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

          The Nominating and Compensation Committee (the "Committee") of
          the Board of Directors, each member of which is a non-employee
          director, is responsible for approving executive management
          compensation and for administering the Company's employee stock
          option plan.

          The senior management of the Company was hired in 1992 in
          conjunction with the entry of Consent Orders between the Company
          and the Federal Reserve Board and between the Bank and the Office
          of the Comptroller of the Currency.  At that time, the Company
          sought to attract and retain a capable and experienced management
          team that would stabilize and reorganize the Company's banking
          operations during a period of regulatory and financial disarray. 
          The basic salary arrangements between the Company (and the Bank)
          and the Chief Executive Officer and the other Named Officers were
          established under employment agreements entered into at the time
          the management team was hired.  Except in the case of Mr.
          Carballada (see "Employment Agreement," below), all of these
          employment agreements have expired in accordance with their
          terms.  

          The Committee's evaluation of management's performance has not
          been reduced to a formula of specific objective criteria but has
          included a general review of the Company's development and
          performance in many areas.  The Committee believes that the Chief
          Executive Officer and the rest of the management team have been
          highly successful in resolving the Company's regulatory problems
          and have established a commendable record of continuing increases
          in the Company's assets and profitability.

          The Committee included the Executive Officers of the Company and
          the Bank in a 4% salary increase that was given to all employees
          during 1996.  In addition, the Company has maintained  a "profit
          sharing" program applicable to all staff members which provides
          bonuses of specific percentages of base salary or wages earned
          during the fiscal year if the Bank obtains specific returns on
          assets during that fiscal year. All eligible staff members,
          including the Executive Officers,  received a "profit sharing"
          bonus of  4% with respect to 1996. 

          During 1996, the Company's financial results exceeded the amounts
          targeted under the Company's business plan.  In recognition of
          the Company's exceptional performance, a $2,000 bonus for 1996
          was paid to each Executive Officer other than the Chief Executive
          Officer.  While the Committee believed that the CEO was also
          instrumental to the Company's performance, upon the
          recommendation of the CEO and with the full support of the
          Committee, the entire amount of the available bonus money was
          directed to Executive Officers other than the Chief Executive
          Officer.

          Since 1992, the Company's policy has been to try to create long
          term incentives that link compensation with performance and
          shareholder return.  Under the circumstances, the Committee has
          viewed the award of stock options as a particularly appropriate
          means of providing compensation and incentives since the value of
          awards will normally increase in direct relation to the success
          of management in enhancing corporate performance in a manner that
          will be reflected in shareholder returns.  In 1996,  the Company
          granted options to acquire 18,250 shares to key employees under
          the 1992 Stock Option Plan, including the grants of options to
          acquire 1,000 shares made to each of the Executive Officers other
          than the CEO. The Committee's decision not to grant any options
          to the Chief Executive Officer in 1996 was consistent with the
          CEO's recommendation that all option grants for the year be
          directed to other key officers of the Company.   Options to
          acquire 23,800 shares remain available to be granted under the
          1992 Stock Option Plan.

          In general terms, the Committee believes the grant of options
          under the 1992 Stock Option Plan allowed the Company to reward
          senior management in a form that did not reduce the cash
          resources of the Company.  The grant of options also promoted the
          goal of the Committee to encourage participation by management in
          ownership of the Company.  Mr. Carballada has expressed to the
          Committee his firm commitment to implement future programs which
          will enable senior management, over the next four to seven years,
          to own Company Stock in an amount valued at greater than 50% of
          their base annual salary.  In the view of this Committee, such
          programs, if implemented, would align management with the
          interests of the shareholders, and help to promote the long-term
          performance goals that will enhance shareholder returns.

          Members of the Compensation Committee:

          Joseph M. Lobozzo II, Chairman
          Michael J. Falcone
          H. Bruce Russell
          James D. Ryan

          EMPLOYMENT AGREEMENT

          On June 8, 1992, the Company entered into a three-year 
          employment agreement with Mr. Carballada, which was extended by
          the mutual consent of the parties on February 22, 1994 until June
          30, 1997 and was subsequently extended on June 27, 1996 until
          June 30, 1998.  A further provision of the June 27, 1996
          extension is that there shall be two automatic extensions of the
          employment agreement, to each of June 30, 1999 and June 30, 2000,
          unless at least one year prior to the next expiration date,
          either party notifies the other of a desire that the agreement
          not be further extended.  This agreement provides for an initial
          annual base salary of $185,000 plus benefits, with the base
          amount subject to increases by the Board of Directors based on
          performance, inflation and other factors.  The agreement  is
          terminable by the Company at the direction of the Board of
          Directors.  Under such circumstances, Mr. Carballada would be
          entitled to salary, benefits, and other compensation for the
          greater of one year or the remainder of the term unless his
          employment has been terminated for "cause" as defined in the
          agreement.  If Mr. Carballada resigns for "good reason" as
          defined in the agreement, he is entitled to salary, benefits, and
          other compensation for the lesser of one year or the remainder of
          the term.   Payments after termination will cease if Mr.
          Carballada accepts employment with any other financial
          institution directly in competition with the Company in one or
          more contiguous counties.  Certain change of control provisions
          contained in the agreement have been superseded by a Change of
          Control Employment Agreement entered into between Mr. Carballada
          and the Company (see "Change of Control Employment Agreements,"
          below).


          CHANGE OF CONTROL EMPLOYMENT AGREEMENTS

          On February 1, 1996, the Company entered into Change of Control
          Employment Agreements (the "Agreements") with Mr. Carballada and
          with each of eight other senior officers of the Company.  The
          Agreements provide that in the event a "Change of Control" of the
          Company occurs, the Agreements will become effective and govern
          the terms and conditions under which the executive will continue
          to be employed by the Company.  The Agreements provide that each
          executive will then be employed by the Company for a period of 18
          months (24 months in the case of Mr. Carballada) in the same
          position, with the same compensation and benefits, that applied
          to the executive immediately prior to the Change of Control.

          Under the Agreements, a Change of Control is generally defined
          as: (i) the acquisition by any person of beneficial ownership of
          35% or more of the combined voting power of the Company's voting
          securities, (ii) individuals who are on the Board of Directors,
          or who are nominated by the Board of Directors, ceasing to
          constitute a majority of the Board, (iii) approval by the
          shareholders of the Company of a reorganization, merger or
          consolidation unless following the transaction more than 65% of
          the common stock and combined voting power of voting stock of the
          surviving corporation is owned in substantially the same
          proportions by persons who were stockholders of the Company
          immediately prior to the transaction, or (iv) approval by the
          Company's stockholders of any sale, lease, exchange or other
          transfer of all or substantially all of the assets of the Company
          other than to a controlled entity.

          Generally, the Agreements provide that, if the executive is
          actually or constructively terminated from his or her position
          during the employment period, the executive will be entitled to
          receive a severance payment equal to the executive's annual
          compensation (1.67 times annual compensation in the case of Mr.
          Carballada).  In addition, if the executive is still employed by
          the Company 12 months after the date of the Change of Control,
          the Employee may during a 30 day "Window Period" voluntarily
          terminate his or her employment and receive a severance payment
          equal to one-half of annual compensation (full annual
          compensation in the case of Mr. Carballada).  

          The Agreements are not intended to deter combinations, but to
          reduce the uncertainty and stress attendant upon a potential
          change of control and thereby help to retain the Company's key
          executives and help to assure the full and impartial
          consideration of any acquisition proposal by the Company's
          officers.   The Window Period provision is intended to help hold
          together an effective management team for a one year period
          during which an acquisition may be pending but before it has been
          completed.


          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


          The Bank leases the Henrietta Community Banking Office (South
          Town Plaza), at an annual rental of $100,667, from a partnership
          that includes a member of the immediate family of William A.
          Levine, who beneficially owns more than 5% of the Company's
          outstanding common stock.  This lease terminates on January 31,
          2016.  The lease is believed to be on comparable terms for
          agreements for similar space similarly situated, and the space is
          adequate for the Company's needs.

          The Bank has from time to time made and has outstanding loans to
          executive officers, directors and shareholders owning in excess
          of 5% of the outstanding shares of the Company, and entities
          related to such persons, which loans (a)  were made in the
          ordinary course of business, (b) were made on substantially the
          same terms, including interest rates and collateral, as those
          prevailing at the time for comparable transactions with other
          persons, and (c) did not involve more than the normal risk of
          collectibility or present other unfavorable features. It is
          anticipated that the Bank will continue to make such loans from
          time to time in the future.



                                SHAREHOLDER PROPOSALS

          Shareholder proposals to be considered for inclusion in the proxy
          statement for the next annual meeting must be submitted on a
          timely basis for the 1998 Annual Meeting of Shareholders and must
          be received by the Company at its principal executive offices no
          later than December 26, 1997.  Any such proposals, as well as any
          questions related thereto, should be directed to the Secretary of
          the Company.


                                 INDEPENDENT AUDITORS

          A representative of KPMG Peat Marwick LLP, the Company's
          independent auditors for 1996, is expected to attend the annual
          meeting.  The representative will have an opportunity to make a
          statement, if desired, and will be provided with time to respond
          to appropriate questions by Shareholders concerning the financial
          statements.  As described under the caption "Board of Directors
          and Committee Meetings," the Audit and Examining Committee will
          recommend to the Board of Directors a firm of independent
          auditors for selection as auditors of the Company's 1997
          financial statements.


                                    OTHER MATTERS

          Except for the matters set forth above, the Board knows of no
          other matters which may be presented at the Annual Meeting of
          Shareholders, but if any other matters properly come before the
          Annual Meeting, it is the intention of the persons named in the
          accompanying  form of proxy to vote such proxies in accordance
          with their judgment in such matters.

          The Company's 1996 Annual Report to Shareholders, although not a
          part of this Proxy Statement, is enclosed.


          A copy of the Company's Annual Report on Form 10-K for fiscal
          year 1996, as well as additional copies of the Company's Annual
          Report, may be obtained without charge by any shareholder of
          record by written request to Mariann Joyal, Secretary of the
          Company, FNB Rochester Corp., 35 State Street, Rochester, New
          York 14614.  Exhibits to the Annual Report on Form 10-K may be
          obtained on payment of a nominal charge.


          Dated:  April 24, 1997

                                        BY ORDER OF THE BOARD OF DIRECTORS,



                                        Mariann Joyal, Secretary
          <PAGE>
          PROXY                                                       PROXY

                                 FNB ROCHESTER CORP.
                         35 STATE STREET, ROCHESTER, NEW YORK

                 PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                            Annual Meeting of Shareholders
                         To Be Held On Tuesday, May 27, 1997
                          at 10:00 a.m. at the Strathallan,
                      550 East Avenue, Rochester, New York 14607


          The undersigned hereby appoints Michael J. Falcone and Carl R.
          Reynolds, each of them, as attorneys and proxies, each with full
          power of substitution, to vote all shares of common stock of FNB
          Rochester Corp. held by the undersigned and entitled to vote at
          the Annual Meeting of Shareholders to be held on May 27, 1997 and
          at all adjournments thereof, as designated on the reverse of this
          Proxy Card, and confers upon each such proxy discretionary
          authority to vote upon any other matter properly brought before
          the meeting or any adjournment thereof.

          It is understood that this proxy may be revoked at any time
          insofar as it has not been exercised, and that the shares may be
          voted in person if the undersigned attends the meeting.

          THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED ON
          THE REVERSE, OR IF NO DIRECTION IS GIVEN, THEY WILL BE VOTED FOR
          ALL NOMINEES LISTED UNDER ELECTION OF DIRECTORS, AND TO GIVE
          DISCRETION TO THE PROXIES ON ALL OTHER MATTERS PROPERLY BROUGHT
          BEFORE THE MEETING.

                             (Continued on reverse side)


          _________________________________________________________________
                                 FOLD AND DETACH HERE

          <PAGE>

          [X]  PLEASE MARK YOUR VOTES
               AS INDICATED IN THIS EXAMPLE.


               Election of Directors.

               [__] FOR all nominees listed to the right 
                    (except as marked to the contrary)

               [__] WITHHOLD AUTHORITY
                    to vote for all nominees listed to the right

                                      Directors:

          R. Carlos Carballada, Michael J. Falcone, Gayle C. Johnston,
          Joseph M. Lobozzo II, Francis T. Lomabardi, Carl R. Reynolds, H.
          Bruce Russell, James D. Ryan, Linda Cornell Weinstein

          (INSTRUCTION:  To withhold authority to vote for any individual
          nominee, write that nominee's name in the space provided below.)


          _________________________________________________________________

          Please DATE and SIGN your name below as it appears on this PROXY. 
          Joint owners should each sign.  If the signer is a corporation,
          please sign by a duly authorized officer.  Executors, trustees,
          administrators, etc. should give full title as such.  If a
          partnership, please sign in partnership name by authorized
          person.

          Dated:____________________________________, 1997


          _________________________________________________________________
                                      Signature


          _________________________________________________________________
                              Signature, if held jointly

                  THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
                 PLEASE RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
                                      THANK YOU.



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