<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
FNB Corp.
(Name of Registrant as Specified in Its Charter)
Jerry A. Little, Treasurer and Secretary, FNB Corp.,
Post Office Box 1328, Asheboro, North Carolina 27204, (910) 626-8300
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of SchedulE 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
FNB CORP.
101 Sunset Avenue
Asheboro, North Carolina 27203
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the regular Annual Meeting of Shareholders
of FNB Corp. (the "Corporation") will be held at the AVS Banquet Centre, 2045
North Fayetteville Street, Asheboro, North Carolina, on Tuesday, the 14th day of
May, 1996, at one o'clock p.m., preceded by a buffet luncheon beginning at 12:15
p.m., for the following purposes:
1. To elect four Class I Directors to serve for three-year terms
expiring at the Annual Meeting in 1999.
2. To consider ratification of the selection of KPMG Peat Marwick LLP,
Certified Public Accountants, as independent auditors of the Corporation for the
1996 fiscal year.
3. To consider and act upon any other business as may come before the
meeting or any adjournment thereof.
All shareholders are invited to attend the meeting. Only those
shareholders of record at the close of business on March 28, 1996, shall be
entitled to notice of the meeting and to vote at the meeting.
Information relating to the activities and operations of FNB Corp.
during the fiscal year ended December 31, 1995, is contained in the
Corporation's Annual Report, which is enclosed.
By Order of the Board of Directors
Michael C. Miller
President
APRIL 8, 1996
YOUR BOARD OF DIRECTORS URGES YOU TO MARK, DATE, SIGN AND RETURN THE ENCLOSED
PROXY AS PROMPTLY AS POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN
PERSON. THE PROXY MAY BE REVOKED AT ANY TIME BY NOTIFYING THE SECRETARY OF FNB
CORP. IN WRITING PRIOR TO THE VOTING OF THE PROXY.
<PAGE>
PROXY STATEMENT
GENERAL INFORMATION
The following information is furnished in connection with the solicitation
of proxies by the Board of Directors of FNB Corp. (the "Corporation" or "FNB")
for use at the Annual Meeting of Shareholders to be held on May 14, 1996. The
principal executive offices of the Corporation are located at its wholly-owned
subsidiary, First National Bank and Trust Company (the "Bank"), 101 Sunset
Avenue, Asheboro, North Carolina 27203 (Telephone: 910-626-8300). This proxy
statement and the enclosed form of proxy were first sent to shareholders on or
about April 8, 1996.
A proxy may be revoked by the person giving it by delivering a written
notice to the Corporation prior to the meeting or by personally requesting that
it be returned. The shares represented by all properly executed proxies received
by the Corporation in time to be taken to the meeting will be voted; and, if a
choice is specified on the proxy, the shares represented thereby will be voted
in accordance with such specification. If a specification is not made, the proxy
will be voted for the proposals set forth in the Notice of Annual Meeting of
Shareholders.
Solicitation of proxies may be made in person or by mail or telephone by
directors, officers and regular employees of the Corporation or Bank without
additional compensation therefor. The Corporation may also request banking
institutions, brokerage firms, custodians, nominees and fiduciaries to forward
solicitation material to the beneficial owners of Corporation Common Stock held
of record by such person, and the Corporation will reimburse such forwarding
expenses. The Corporation will pay the costs of solicitation of proxies.
VOTING SECURITIES OUTSTANDING AND PRINCIPAL SHAREHOLDERS
Only holders of record of FNB Common Stock at the close of business on
March 28, 1996 (the "Record Date"), are entitled to a notice of and to vote on
matters to come before the Annual Meeting or any adjournment thereof. On the
Record Date, there were 1,800,296 shares of FNB Common Stock issued and
outstanding and 1,040 holders of record. All share information in this proxy
statement has been restated to reflect the three-for-two Common Stock split
effected in the form of a 50% stock dividend paid to shareholders on May 26,
1996.
Each share is entitled to one vote on all matters. The presence, in person
or by proxy, of the holders of a majority of the outstanding shares of FNB
Common Stock entitled to vote is necessary to constitute a quorum.
As of March 28, 1996, Stella H. Neely, 703 Sunset Avenue, Asheboro, North
Carolina, owned of record 75,096 shares of FNB Common Stock (representing 4.2%
of the shares then outstanding). Mrs. Neely has executed a revocable power of
attorney that allows R. Reynolds Neely, Jr., 146 North Church Street, Asheboro,
North Carolina and Melody Neely Jackson, 929 Walton Court, Asheboro, North
Carolina, to jointly vote or dispose of such shares. Mr. Neely and Mrs. Jackson
are the children of Mrs. Neely and by reason of such power of attorney, may be
deemed the beneficial owners of the shares held by their mother. The 75,096
shares together with shares owned beneficially by Mr. Neely and his immediate
family aggregate 93,577 shares (5.2% of the outstanding shares of Common Stock)
and these 75,096 shares together with shares owned beneficially by Mrs. Jackson
and her immediate family aggregate 94,359 shares (5.2% of the outstanding shares
of Common Stock).
<PAGE>
EXECUTIVE OFFICERS
The current executive officers of the Corporation and of the Bank are as
follows:
<TABLE>
<CAPTION>
NAME AGE POSITION IN CORPORATION POSITION IN BANK
<S> <C>
Michael C. Miller 45 President and Chief President and Chief
Executive Officer Executive Officer
Jerry A. Little 52 Treasurer and Secretary Senior Vice President
and Secretary
</TABLE>
The above officers have held executive positions with the Corporation or
the Bank for at least the past five years. Officers are elected annually by the
Board of Directors.
ELECTION OF DIRECTORS
The bylaws of the Corporation provide that the number of directors shall
consist of not less than nine nor more than twenty-five, with the exact number
of directors within such maximum and minimum limits to be fixed and determined
from time to time by resolution adopted by a majority of the full Board of
Directors or by resolution of the shareholders at any annual or special meeting
thereof. The Board of Directors has set the total number of directors at 11 who
either will be elected at the 1996 Annual Meeting or were previously elected and
will remain in office after that meeting.
The Board of Directors is divided into three classes: Class I, Class II and
Class III. In accordance with this classification, the members of Class I of the
Board of Directors are to be elected at this Annual Meeting. It is intended that
the persons named in the accompanying form of proxy will vote for the four
nominees listed below for directors of the Corporation in Class I, unless
authority so to vote is withheld. Each nominee is at present a member of the
Board of Directors. Class I directors will serve for three-year terms expiring
at the 1999 Annual Meeting or until their successors shall be elected and shall
qualify. Directors are elected by a plurality of the votes cast. Abstentions and
broker nonvotes will not affect the election results if a quorum is present.
The following information is furnished with respect to the nominees for
election as directors of the Corporation in Class I, and for the directors in
Classes II and III whose terms expire at the Annual Meetings occurring in 1997
and 1998, respectively. Each nominee for Class I director and each director
presently serving in Classes II and III also serves as a director of the Bank.
2
<PAGE>
NOMINEES FOR CLASS I DIRECTORS
NOMINEES FOR ELECTION AS DIRECTORS FOR THREE-YEAR TERMS
EXPIRING AT THE ANNUAL MEETING IN 1999
<TABLE>
<CAPTION>
OCCUPATION DIRECTOR
NAME LAST FIVE YEARS SINCE AGE
<S> <C> <C> <C>
James M. Culberson, Jr. Chairman of the Board 1974 67
of the Corporation
(1984 - Present); Chairman of the Board of
the Bank (1974 - Present); President of the
Corporation (1984 - 1993); Chief Executive
Officer of the Bank (1991 - 1993); President
of the Bank (1974 - 1991)
J. M. Ramsay III President, 1989 48
Elastic Therapy, Inc.
(1989 - Present)
Charles W. Stout, M.D. Family Physician, 1989 63
Sole Practice
(1962 - Present)
Earlene V. Ward Secretary 1976 64
(1991 - Present)
Vice President
(1963 - 1991), Vestal Motor Co.; Secretary
and Treasurer (1991 - Present) Secretary
(1979 - 1991), Mid-State Motors, Inc.
3
<PAGE>
DIRECTORS IN CLASS II
DIRECTORS WITH TERMS
EXPIRING AT THE ANNUAL MEETING IN 1997
OCCUPATION DIRECTOR
NAME LAST FIVE YEARS SINCE AGE
W. L. Hancock President and 1973 60
Treasurer,
Hancock Farms, Inc.
(Purebred Cattle)
(1987 - Present)
R. Reynolds Neely, Jr. Planning Director 1980 42
(1989 - Present),
City of Asheboro
Planning Department
Richard K. Pugh Chairman of the Board 1988 61
(1990 - Present),
Pugh Oil Company, Inc.
E. C. Watkins, Jr. Industrial and 1989 69
Commercial Developer
(1975 - Present)
DIRECTORS IN CLASS III
DIRECTORS WITH TERMS
EXPIRING AT THE ANNUAL MEETING IN 1998
OCCUPATION DIRECTOR
NAME LAST FIVE YEARS SINCE AGE
James M. Campbell, Jr. President and 1984 57
Treasurer, Sew
Special, Inc.
(1979 - Present)
Thomas A. Jordan President, Michael 1984 56
Thomas Furniture
Company
(1983 - Present)
4
<PAGE>
OCCUPATION DIRECTOR
NAME LAST FIVE YEARS SINCE AGE
Michael C. Miller President and Chief 1992 45
Executive Officer of
the Corporation
(1994 - Present);
Chief Executive Officer
of the Bank
(1994 - Present);
President of the Bank
(1991 - Present);
Vice President, Treasurer
and Secretary of the
Corporation
(1986 - 1993);
Executive Vice President
and Secretary of the Bank
(1986 - 1991);
Director,
B. B. Walker Company
</TABLE>
In the event that any nominee should not be available to serve for any
reason (which is not anticipated), it is intended that the persons acting under
the proxy will vote for the election, in his stead, of such other persons as the
Board of Directors of the Corporation may recommend.
COMMITTEES OF THE BOARD
The Board of Directors holds regular monthly meetings to conduct the normal
business of the Corporation and meets on other occasions when required for
special circumstances. In addition, certain board members serve on standing
committees. Among these committees are the Audit and Compliance, Compensation
and Nominating Committees, whose members and principal functions are as follows:
AUDIT AND COMPLIANCE COMMITTEE. The Audit and Compliance Committee reviews
significant audit and accounting principles, policies and practices and meets
with the audit manager relative to internal audit functions and with the
Independent Auditors to review the performance of the audit manager and internal
controls and accounting procedures. The committee also reviews significant
regulatory compliance matters and meets with the compliance officer relative to
the compliance management function. Additionally, the committee reviews
regulatory reports filed with the Federal Reserve Board and Comptroller of the
Currency. Members of this committee are Directors Neely, Hancock, Ramsay and
Watkins. The Audit and Compliance Committee met six times during the 1995 fiscal
year.
COMPENSATION COMMITTEE. The Compensation Committee deals in broad terms
with personnel matters and reviews the compensation of the senior officers of
the Corporation and Bank. Members of this committee are Directors Campbell,
Neely, Pugh and Ward. The Compensation Committee met twice during the 1995
fiscal year.
5
<PAGE>
NOMINATING COMMITTEE. The Board of Directors, as a group, serves as the
Nominating Committee and in that capacity recommends nominees for election to
the Board. Qualified candidates recommended by shareholders will be considered
by the Board. In order for a candidate recommended by a shareholder to be
considered as a nominee at the next annual meeting, the name of such candidate,
together with a written description of the candidate's qualifications must be
received by the Secretary of FNB Corp., 101 Sunset Avenue, Asheboro, North
Carolina 27203, no later than December 9, 1996.
During the fiscal year ended December 31, 1995, the Board of Directors held
a total of 13 regular and special meetings. Each Director attended 75% or more
of the total number of meetings of the Board and of the committees of the Board
on which he or she served.
EXECUTIVE COMPENSATION
The following table shows, for the fiscal years ended December 31, 1995,
1994 and 1993, the cash and certain other compensation paid to or received or
deferred by persons who were at December 31, 1995 the chief executive officer of
the Corporation and the other officers of the Corporation whose total salary and
bonus exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
SECURITIES
UNDERLYING
NAME AND PRINCIPAL POSITION STOCK OPTIONS ALL OTHER
ON DECEMBER 31, 1995 YEAR SALARY BONUS (#) COMPENSATION
- ------------------------------------ ---- ------ ----- ---------- ------------
<S> <C> <C> <C> <C> <C>
Michael C. Miller, President and 1995 $137,496 $36,750 5,000 $8,042 (1)
Chief Executive Officer of the 1994 125,000 35,000 7,500 4,768
Corporation and Bank 1993 82,929 27,000 - 4,669
</TABLE>
(1) Amount shown consists of $3,422 paid by the Bank pursuant to a Split
Dollar Insurance Program for executives and $4,620 contributed by the
Corporation to a 401(k) plan.
6
<PAGE>
STOCK OPTIONS
The following table provides details regarding stock options granted to the
Named Executive Officers in the 1995 fiscal year. Information concerning stock
options to directors is set forth under the heading "Director Compensation". The
stock options were granted pursuant to the Corporation's Stock Compensation
Plan.
OPTION GRANTS IN 1995
<TABLE>
<CAPTION>
% OF
NUMBER OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED EXERCISE
OPTIONS TO OR BASE
GRANTED EMPLOYEES PRICE EXPIRATION
NAME (#) (1) IN 1995 ($/SH) DATE
- ---- ------------- ----------- --------- ----------
<S> <C> <C> <C> <C>
Michael C. Miller 5,000 16.7% $24.00 December
13, 2005
</TABLE>
(1) Incentive Stock Options exercisable one year after the grant date
(December 14, 1996), with 20% of the shares covered thereby becoming exercisable
at that time and an additional 20% of the option shares becoming exercisable on
each successive anniversary date. The price for shares that may be purchased
pursuant to the options is equal to the fair market value of the Corporation's
Common Stock on the date of grant.
The following table shows the number of shares covered by exercisable and
unexercisable options held by Named Executive Officers as of December 31, 1995.
No options were exercised by Named Executive Officers in 1995.
OPTION VALUES AT DECEMBER 31, 1995
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1995 (#) DECEMBER 31, 1995 (1)
------------------------------ -----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
Michael C. Miller 1,500 11,000 $11,595 $46,380
</TABLE>
(1) The closing price of the Corporation's Common Stock on December 26,
1995, the last day the stock was traded in fiscal 1995, was $24.00.
7
<PAGE>
PENSION PLAN
The Bank maintains a Pension Plan for its employees. The aggregate amount
set aside or accrued during the year ended December 31, 1995, for all benefits
to be paid under the Plan in the event of retirement with respect to all
employees, as a group, was $214,621. The contributions to the Plan are based on
actuarial assumptions covering all employees, as a group, and the contributions
attributable to officers as a group are not determinable. No outside director is
included in the Pension Plan. As of January 1, 1996, the individual named in the
Summary Compensation Table, Mr. Miller, had 10 credited years of service under
such plan. The approximate annual retirement benefits beginning at the normal
retirement age of 65 to plan participants with salaries in the classifications
indicated are listed in the table below. The benefit amounts listed in the
following table reflect a straight life annuity. The benefit amounts listed in
the table are subject to certain adjustments for participants who accrued
benefits under the Plan prior to January 1, 1989.
<TABLE>
<CAPTION>
APPROXIMATE ANNUAL BENEFIT UPON RETIREMENT
ASSUMED AVERAGE FOR YEARS OF SERVICE INDICATED
COMPENSATION FOR
FINAL TEN YEARS 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
- --------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$100,000 16,816 22,421 28,027 33,632 39,237 42,487
125,000 21,691 28,921 36,152 43,382 50,612 54,675
150,000 26,566 35,421 44,277 53,132 61,987 66,862
175,000 31,441 41,921 52,402 62,882 73,362 79,050
200,000 36,316 48,421 60,527 72,632 84,737 91,237
225,000 41,191 54,921 68,652 82,382 96,112 103,425
</TABLE>
DIRECTOR COMPENSATION
Directors, other than the Chairman of the Board, who are not also employees
of the Corporation or Bank are paid $300 for each Board meeting they attend and
receive an additional $200 for each committee meeting attended. In addition,
each nonemployee director, other than the Chairman of the Board, is paid a
monthly retainer of $325. The Chairman of the Board receives an annual fee of
$25,000. Directors may elect to defer receipt of their fees and monthly
retainers until their retirement from the Board. Any deferred fees and retainers
become a general obligation of the Corporation to be credited with interest at
the Bank's deposit rate applied to individual retirement accounts with a
two-year term and priced on a monthly variable-rate basis, subject to a minimum
rate of 5.5% per annum.
On December 14, 1995, the Corporation granted to each nonemployee director
a nonqualified stock option to purchase 1,000 shares of Common Stock at the
price of $24.00 per share. The price for shares that may be purchased pursuant
to the options is equal to the fair market value of the Corporation's Common
Stock on date of grant. The stock options first become exercisable on December
14, 1996, with 20% of the shares covered thereby becoming exercisable at that
time and an additional 20% of the option shares becoming exercisable on each
successive anniversary date. The options expire on December 13, 2005.
INDEBTEDNESS OF OFFICERS AND DIRECTORS
Certain of the directors and officers of the Corporation and Bank and
companies with which they are affiliated were customers of and borrowers from
the Bank in the ordinary course of business in 1995. Similar banking
transactions are expected to take place in the future. In the opinion of
management, all outstanding loans and commitments included in such transactions
were made substantially on the same terms, including rate and collateral, as
those prevailing at the time in comparable transactions with other customers and
did not involve more than normal risk of collectibility or contain other
unfavorable features.
8
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of March 10, 1996, certain information
with respect to the beneficial ownership of FNB Common Stock by directors and by
directors and executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP PERCENT
NAME AND ADDRESS MARCH 10, 1996 (1) (2) OF CLASS
- ---------------- ----------------------- --------
<S> <C> <C>
James M. Campbell, Jr. 21,040 1.17
Randleman, NC
James M. Culberson, Jr. 19,237 1.07
Asheboro, NC
W. L. Hancock 18,595 1.03
Franklinville, NC
Thomas A. Jordan 75,215 4.18
Liberty, NC
Michael C. Miller 5,320 0.30
Asheboro, NC
R. Reynolds Neely, Jr. 93,577 (3) 5.20
Asheboro, NC
Richard K. Pugh 1,800 0.10
Asheboro, NC
J. M. Ramsay III 9,021 0.50
Asheboro, NC
Charles W. Stout, M.D. 11,670 0.65
Asheboro, NC
Earlene V. Ward 11,106 0.62
Asheboro, NC
E. C. Watkins, Jr. 1,982 0.11
Ramseur, NC
Directors and officers as 269,481 (3) 14.93
a group (12 persons)
</TABLE>
(1) Includes shares held by directors' and officers' immediate families,
including spouse and/or children residing in same household. Does not include
2,310 shares owned by the Ferree Educational and Welfare Fund, of which Mr.
Miller is a trustee and treasurer.
(2) Includes shares subject to stock options exercisable as of March 10,
1996 or within 60 days thereafter for Mr. Campbell (300 shares), Mr. Culberson
(300 shares), Mr. Hancock (300 shares), Mr. Jordan (300 shares), Mr.
9
<PAGE>
Miller (1,500 shares), Mr. Neely (300 shares), Mr. Pugh (300 shares), Mr. Ramsay
(300 shares), Mrs. Ward (300 shares), Mr. Watkins (300 shares) and all directors
and officers as a group (4,800 shares).
(3) Includes 75,096 shares held of record by Mr. Neely's mother and over
which Mr. Neely and his sister have joint voting and dispository control
pursuant to a revocable power of attorney.
Under the securities laws of the United States, the Corporation's
directors, its executive officers, and any persons holding more than 10 percent
of the Corporation's stock are required to report their ownership of the
Corporation's stock and any changes in that ownership to the Securities and
Exchange Commission. Specific due dates for these reports have been established
and the Corporation is required to report in this proxy statement any failure to
file by these dates during 1995. All of these filing requirements were satisfied
by its directors, officers and 10 percent holders, except that each of the
directors and officers of the Corporation inadvertently failed to file on a
timely basis one report relating to one transaction involving the grant of stock
options during 1995. Additionally, J. M. Ramsay III, a director of the
Corporation, inadvertently failed to file on a timely basis three reports
relating to three transactions involving stock of the Company owned by him. In
making these statements, the Corporation has relied on the written
representations of its directors, officers and 10 percent holders and copies of
the reports that they have filed with the Commission.
INDEPENDENT AUDITORS
The firm of KPMG Peat Marwick LLP, independent certified public
accountants, has been selected by the Board of Directors as independent auditors
for the 1996 fiscal year. This selection is being presented to the shareholders
for ratification at the Annual Meeting.
A representative of KPMG Peat Marwick LLP is expected to be present at the
Annual Meeting of Shareholders and will be given an opportunity to make a
statement if he desires to do so. Such representative will be available to
respond to questions relating to the 1995 audit of the Corporation's financial
statements.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the next Annual
Meeting of Shareholders must be received by the Secretary of FNB Corp., 101
Sunset Avenue, Asheboro, North Carolina 27203, no later than December 9, 1996.
OTHER MATTERS
There is no business other than as set forth, so far as now known, to be
presented for action by the shareholders at the meeting. It is intended that the
proxies will be exercised by the persons named therein upon matters that may
properly come before the meeting or any adjournment thereof, in accordance with
the recommendations of management.
By Order of the Board of Directors:
Michael C. Miller
President
Date: April 8, 1996
10
<PAGE>
*******************************************************************************
APPENDIX
FNB CORP.
101 Sunset Avenue
Asheboro, North Carolina 27203
Proxy for Annual Meeting of Shareholders - May 14, 1996
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints W. L. Hancock and R. Reynolds Neely, Jr., or
either of them, proxies with full power of substitution to vote all shares of
FNB Corp. standing in the name of the undersigned at the above Annual Meeting of
Shareholders, and all adjournments thereof:
1. ELECTION OF CLASS I DIRECTORS TO SERVE FOR THREE-YEAR TERMS EXPIRING AT
THE ANNUAL MEETING IN 1999: James M. Culberson, Jr., J. M. Ramsay III,
Charles W. Stout, M.D., Earlene V. Ward
_____ With authority to vote for all nominees listed above.
_____ Without authority to vote for all nominees listed above.
-----------------------------------------------------------------------
To withhold authority to vote for any individual nominee, write the
nominee's name in the space above.
2. PROPOSAL TO RATIFY SELECTION OF KPMG PEAT MARWICK LLP as independent
auditors.
_____ FOR _____ AGAINST _____ ABSTAIN
3. With discretionary authority upon such other matters as may come before
the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AUTHORIZATION TO VOTE FOR THE
NOMINEES AND THE RATIFICATION OF THE SELECTION OF AUDITORS. THE PROXY WILL BE
VOTED ACCORDINGLY UNLESS OTHERWISE SPECIFIED.
Dated: _____________________, 1996 __________________________________
Signature of Shareholder
----------------------------------
Signature of Shareholder
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title. If more than
one trustee, all should sign. All joint
owners must sign.
