ITEM 1. BUSINESS GENERAL
F.N.B. Corporation (the Corporation) was formed in 1974 as a bank holding company. The Corporation has two reportable business segments: community banking and insurance agencies. Refer to "Business Segments" on pages 22-23 of the Annual Report to Shareholders for the year ended December 31, 1999, which is incorporated herein by reference. As of December 31, 1999, the Corporation owned and operated nine community banks and one consumer finance company in Pennsylvania, southwestern Florida, northern and central Tennessee, eastern Ohio, southwestern Kentucky and western New York. The Corporation also owns two insurance agencies in northwestern Pennsylvania and southwestern Florida. In recent years, the Corporation has expanded its market presence in southwest Florida through affiliations with community banks located primarily between Naples and Clearwater, Florida. During 1999, the Corporation acquired Guaranty Bank & Trust Company, headquartered in Venice, Florida, which was merged into an existing affiliate to form West Coast Guaranty Bank, N.A. The Corporation also acquired its two insurance agencies: Gelvin, Jackson & Starr, Inc, located in northwestern Pennsylvania, and Roger Bouchard Insurance, Inc., located in Clearwater, Florida. The Corporation's consumer finance subsidiary expanded its size and geographic scope during 1999 through the purchase of 11 consumer finance offices in Tennessee and Kentucky. On February 23, 2000, the Corporation completed its affiliation with L.J. Kuder, Inc., an independent insurance agency located in Greenville, Pennsylvania.
The Corporation regularly evaluates the potential acquisition of, and holds discussions with, various potential acquisition candidates and as a general rule the Corporation publicly announces such acquisitions only after a definitive agreement has been reached.
The Corporation, through its subsidiaries, provides a full range of financial services, principally to consumers and small- to medium-size businesses in its market areas. The Corporation'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 Corporation has emphasized its community orientation by preserving the names and local boards of directors of its subsidiaries, by allowing its subsidiaries certain 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 Corporation has sought to preserve the identities and autonomy of its subsidiaries, it has established centralized legal, loan review, accounting, investment, audit, loan operations and data processing functions. The centralization of these processes has enabled the Corporation to maintain consistent quality of these functions and to achieve certain economies of scale.
The Corporation's lending philosophy is to minimize credit losses by following strict credit approval standards (which include independent analysis of realizable collateral value), diversifying its loan portfolio by industry and borrower and conducting ongoing review and management of the loan portfolio. The Corporation is an active residential mortgage lender, and its commercial loans are generally to established businesses within its market areas. The Corporation does not have a significant amount of construction loans and has no highly leveraged transaction loans.
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No material portion of the deposits of the Corporation's bank 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 Corporation. The majority of the deposits held by the Corporation's bank subsidiaries have been generated within the respective subsidiary's market area.
Following is information as of December 31, 1999 for the Corporation's community bank and consumer finance subsidiaries (including the year established and location of principal office for each). All subsidiaries are wholly-owned by the Corporation (dollars in thousands).
The Corporation's insurance agencies, Gelvin, Jackson & Starr, Inc. (GJS) and Roger Bouchard Insurance, Inc. (RBI), have five offices and one office, respectively. GJS is a wholly owned subsidiary of First National Bank of Pennsylvania and RBI is a wholly owned subsidiary of First National Bank of Florida.
The Corporation has five other subsidiaries, Penn-Ohio Life Insurance Company, Est. 1981 (Penn-Ohio), F.N.B. Investment Corporation, Est. 1997 (F.N.B. Investment) Customer Service Center of F.N.B., L.L.C., Est. 1996 (Customer Service), Mortgage Service Corporation, Est. 1944 (Mortgage Service), and F.N.B. Building Corporation, Est. 1987 (F.N.B. Building). Penn-Ohio underwrites, as a reinsurer, credit life and accident and health insurance sold by the Corporation's subsidiaries. F.N.B. Investment holds equity securities and other assets for the holding company. Customer Service provides data processing and other services to the affiliates of the Corporation. Mortgage Service services mortgage loans for unaffiliated financial institutions and F.N.B. Building owns real estate that is leased to certain affiliates.
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OPERATIONS OF THE BANK SUBSIDIARIES
The Corporation's bank subsidiaries offer services traditionally offered by full-service commercial banks, including commercial and individual demand and time deposit accounts and commercial, mortgage and individual installment loans. In addition to traditional banking products, the Corporation's bank subsidiaries offer various alternative investment products, including mutual funds and annuities.
In addition, First National Trust Company, a subsidiary of First National Bank of Pennsylvania, is a national trust company formed in January 1999, which provides a broad range of personal and corporate fiduciary services, including the administration of decedent and trust estates. The Corporation's banking affiliates, First National Bank of Florida and West Coast Guaranty Bank, N.A., also operate full-service trust departments. As of December 31, 1999, the market value of corporate-wide trust assets under management totaled $648.3 million.
OPERATIONS OF THE INSURANCE AGENCIES
The Corporation's insurance agencies are full-service insurance companies offering all lines of commercial and personal insurance through major carriers.
OPERATIONS OF THE CONSUMER FINANCE SUBSIDIARY
The Corporation's consumer finance subsidiary, Regency Finance Company (Regency), is involved principally in making personal installment loans to individuals and purchasing installment sales finance contracts from retail merchants. Such activity is primarily funded through the sale of the Corporation's subordinated notes at Regency's branch offices.
MARKET AREA AND COMPETITION
The Corporation, through its subsidiaries, currently operates 139 offices in Pennsylvania, southwestern Florida, northern and central Tennessee, eastern Ohio, southwestern Kentucky and western New York. The economies of the primary market areas in which the Corporation's Pennsylvania and Ohio subsidiaries operate have evolved during the past decade from ones dominated by heavy industry to ones which have a more diversified mix of light manufacturing, service and distribution industries. This area is served by Interstate Routes 90, 76, 79 and 80, and is located at the approximate midpoint between New York City and Chicago. The area is also close to the Great Lakes shipping port of Erie and the Greater Pittsburgh International Airport. The Corporation's Florida subsidiaries operate in a four county area represented by high growth and median family income levels. The industries served in this market include a diversified mix of tourism, construction, services, light manufacturing, distribution and agriculture. The market extends north to Tampa and south through Naples and is served by Interstate 75 and U.S. Highway 41.
The Corporation's subsidiaries compete with a large number of other financial institutions, such as commercial banks, savings banks, savings and loan associations, credit life insurance companies, mortgage banking companies, consumer finance companies, credit unions and commercial finance and leasing companies, many of which have greater resources than the Corporation, for deposits, loans and service business. Money market mutual funds, insurance agencies, brokerage houses and similar institutions currently provide many of the financial services offered by the Corporation's subsidiaries.
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In the consumer finance subsidiary's market areas, the active competitors include banks, credit unions and national, regional and local consumer finance companies, some of which have substantially greater resources than that of the consumer finance subsidiary. The ready availability of consumer credit through charge accounts and credit cards constitutes additional competition. The principal methods of competition include the rates of interest charged for loans, the rates of interest paid to obtain funds and the availability of customer services.
With reciprocal interstate banking, the Corporation also faces the prospect of additional competitors entering its markets as well as additional competition in its efforts to acquire other subsidiaries and branches throughout Pennsylvania, Florida, Ohio and in other neighboring states. (See "Regulation and Supervision.")
EMPLOYEES
As of February 29, 2000, the Corporation and its subsidiaries had 1,514 full-time and 407 part-time employees. Management of the Corporation considers its relationship with its employees to be satisfactory.
MERGERS, ACQUISITIONS AND DIVESTITURE
See "Mergers, Acquisitions and Divestiture" footnote in the Notes to Consolidated Financial Statements, which is incorporated by reference to the Corporation's Annual Report to Stockholders.
REGULATION AND SUPERVISION
Bank holding companies, banks and consumer finance companies are extensively regulated under both federal and state law. The following summary information describes statutory or regulatory provisions. It is qualified by reference to the particular statutory and regulatory provisions. Any change in applicable law or regulation may have a material effect on the business and prospects of the Corporation and its subsidiaries.
The regulation and examination of the Company and its subsidiaries are designed primarily for the protection of depositors and not the Corporation or its stockholders.
BANK HOLDING COMPANIES
The Corporation is registered as a bank holding company under the Bank Holding Company Act of 1956 (BHCA) and, as such, is subject to regulation by the Federal Reserve Board (FRB). As a bank holding company, the Corporation is required to file with the FRB an annual report and such additional information as the FRB may require pursuant to the BHCA. The FRB may also make examinations of the Corporation.
The BHCA requires the prior approval of the FRB in any case where a bank holding company proposes to acquire direct or indirect ownership or control of more than 5% of the voting shares of any bank (unless it owns a majority of such bank's voting shares) or otherwise to control a bank or to merge or consolidate with any other bank holding company. The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 authorizes the FRB to permit a bank holding company that meets all applicable capital requirements to acquire control, or substantially all of the assets, of a bank located in another state that is not the bank holding company's home state, regardless of whether the other state prohibits such transaction.
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In approving acquisitions by bank holding companies of banks, the FRB considers a number of factors, including the expected benefits to the public, such as greater convenience, increased competition or gains in efficiency, as weighed against the risks of possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interest or unsound banking practices. The FRB is also empowered to differentiate between new activities and activities commenced through acquisition of a going concern.
Bank holding companies and their subsidiary banks are also subject to the provisions of the Community Reinvestment Act of 1977 (CRA). Under the terms of the CRA, the FRB (or other appropriate bank regulatory agency) is required, in connection with its examination of a financial institution, to assess the financial institution's record in meeting the credit needs of the communities served by the financial institution, including low and moderate-income neighborhoods. Further, such assessment is also required of any financial institution which has applied to (i) obtain a federally-regulated financial institution charter; (ii) obtain deposit insurance coverage for a newly chartered institution; (iii) establish a new branch office that will accept deposits; (iv) relocate an office; or (v) merge or consolidate with, or acquire the assets or assume the liabilities of, a federally-regulated financial institution. In the case of a bank holding company applying for approval to acquire a bank, savings and loan, or other bank holding company, the FRB will assess the record of each subsidiary of the applicant bank holding company, and such records may be the basis for denying the application or imposing conditions in connection with approval of the application.
The Gramm Leach-Bliley Act of 1999 (the Act) was enacted on November 12, 1999. The Act permits the creation of new financial services holding companies that can offer a full range of financial and banking products and services. The Act eliminates legal barriers which previously prevented affiliations among banks and bank holding companies with securities firms, insurance companies and other financial services companies. The Corporation is qualified under the Act as a "Financial Holding Company" and can expand into a wide variety of products and services that are financial in nature, provided that its depository institution subsidiaries are well managed, well capitalized and have received a "Satisfactory" rating on their last Community Reinvestment Act Examinations.
The Act preserves the role of the Federal Reserve Board as the umbrella supervisor for holding companies while at the same time incorporating a system of functional regulation designed to assure that various financial activities will be overseen by the appropriate state or federal regulator with the corresponding regulatory experience and expertise. Banking related activities will be supervised by the banking regulators, securities activities will be regulated by the Securities and Exchange Commission and state regulators, and insurance activities by the state insurance regulators.
BANKS
The Corporation's bank subsidiaries are supervised and regularly examined (including off-site monitoring) by the Office of the Comptroller of Currency (OCC), the Federal Deposit Insurance Corporation (FDIC), the FRB, and the Pennsylvania Department of Banking. The various laws and regulations administered by these regulatory agencies affect corporate practices, such as payment of dividends, incurring debt, acquisition of financial institutions and other companies, and affect business practices and operations, such as payment of interest on deposits, the charging of interest on loans, types of business conducted and location of offices.
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The Act permits the establishment of financial subsidiaries that may engage in a full array of financial services. The Act creates a mechanism for coordination between the Federal Reserve Board and the Secretary of Treasury regarding the approval of new financial activities that may be engaged in by financial subsidiaries. Also, the Act repeals the blanket exemption that banks had from the definition of "broker" and "dealer" under the Securities Exchange Act and replaces it with a set of limited exemptions that allow the continuation of some traditional banking related transactions performed by banks. Further, the bank exclusion under the Securities Exchange Act from the definition of "investment advisor" was also eliminated under the Act.
The Act identifies the following as permissible financial activities for holding companies (and financial subsidiaries of banks) and permits the Federal Reserve Board in consultation with the Secretary of the Treasury to expand such permitted financial activities if it is determined that the activity is financial in nature or incidental thereto or otherwise complimentary to a permitted financial activity and does not pose safety and soundness risks: (i) lending, investing or safeguarding money or securities; (ii) underwriting insurance or annuities or acting as an insurance or annuity principal, agent or broker; (iii) providing financial or investment advice; (iv) issuing or selling interest in pools of assets (e.g. securitizations) that a bank may hold; (v) underwriting, dealing in or making markets in securities; (vi) engaging in activities that the Federal Reserve Board has determined to be closely related to banking; (vii) engage in activities permitted for bank holding companies operating outside of the United States; (viii) merchant banking; or (ix) insurance portfolio investing.
CONSUMER FINANCE SUBSIDIARY
The Corporation's consumer finance subsidiary is subject to regulation under Pennsylvania, Tennessee, Ohio, Kentucky and New York state laws which require, among other things, that it maintain licenses for consumer finance operations in effect for each of its offices. Representatives of the Pennsylvania Department of Banking, the Tennessee Department of Financial Institutions, the Ohio Division of Consumer Finance, the Commonwealth of Kentucky Department of Financial Institutions and the State of New York Banking Department periodically visit the offices of the consumer finance subsidiary and conduct extensive examinations in order to determine compliance with such laws and regulations. Such examinations include a review of loans and the collateral thereof, as well as a check of the procedures employed for making and collecting loans. Additionally, the consumer finance subsidiary is subject to certain federal laws which require that certain information relating to credit terms be disclosed to customers and afford customers in certain instances the right to rescind transactions.
INSURANCE AGENCIES
The Corporation's insurance agencies are subject to licensing requirements and extensive regulation under the laws of the United States and its various states. These laws and regulations are primarily for the benefit of clients. In all jurisdictions, the applicable laws and regulations are subject to amendment or interpretation by regulatory authorities. Generally, such authorities are vested with relatively broad discretion to grant, renew and revoke licenses and approvals, and to implement regulations. Licenses may be denied or revoked for various reasons, including the violation of such regulations, conviction of crimes and the like. Possible sanctions which may be imposed for violation of regulations include the suspension of individual employees, limitations on engaging in a particular business for a specified period of time, revocation of licenses, censures and fines.
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LIFE INSURANCE SUBSIDIARY
Penn-Ohio is subject to examination on a triennial basis by the Arizona Department of Insurance. Representatives of the Department of Insurance will periodically determine whether Penn-Ohio has maintained required reserves, established adequate deposits under a reinsurance agreement and complied with reporting requirements under Arizona statutes.
GOVERNMENTAL POLICIES
The operations of the Corporation and its subsidiaries are affected not only by general economic conditions, but also by the policies of various regulatory authorities. In particular, the FRB regulates money and credit and interest rates in order to influence general economic conditions. These policies have a significant influence on overall growth and distribution of loans, investments and deposits and affect interest rates charged on loans or paid for time and savings deposits. FRB monetary policies have had a significant effect on the operating results of all financial institutions in the past and may continue to do so in the future.
STATISTICAL DISCLOSURE
Statistical disclosure information regarding the Corporation is included in the Management's Discussion and Analysis, which is incorporated by reference to the Corporation's Annual Report to Stockholders (see Part II, Item 7 below). The following information is contained therein:
I. Distribution of Assets, Liabilities and Stockholders' Equity; Interest Rates and Interest Differential
II. Investment Portfolio
III. Loan Portfolio
IV. Summary of Loan Loss Experience
V. Deposits
VI. Return on Equity and Assets
VII. Short-Term Borrowings
ITEM 2.
ITEM 2. PROPERTIES
The Corporation operates a six-story building in Hermitage, Pennsylvania which serves as its northern executive offices and shares this facility with its lead banking affiliate, First National Bank of Pennsylvania. The Corporation also owns an eight-story building in Naples, Florida, which serves as its Florida executive and administrative offices and shares this facility with First National Bank of Naples.
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The banking and consumer finance subsidiaries' branch offices are located in 23 counties in Pennsylvania, 4 counties in southwestern Florida, 10 counties in northern and central Tennessee, 6 counties in eastern Ohio, 1 county in southwestern Kentucky and 1 county in western New York. At December 31, 1999, the Corporation's subsidiaries owned 59 of the Corporation's 137 offices and leased the remaining 78 offices under operating leases expiring at various dates through the year 2020. For additional information regarding the lease commitments, see the Premises and Equipment footnote in the Annual Report to Shareholders.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Corporation and persons to whom the Corporation may have indemnification obligations, in the normal course of business are subject to various pending and threatened lawsuits in which claims for monetary damages are asserted. Management, after consultation with legal counsel, does not at the present time anticipate the ultimate aggregate liability, if any arising out of such lawsuits will have a material adverse effect on the Corporation's financial position. At the present time, management is not in a position to determine whether any pending or threatened litigation will have a material adverse effect on the Corporation's results of operation in any future reporting period.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders through the solicitation of proxies or otherwise during the fourth quarter of 1999.
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PART II
Information relating to Items 5, 6, 7 and 8 is provided in the Corporation's 1999 Annual Report to Stockholders under the captions and on the pages indicated below, and is incorporated herein by reference:
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PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information relating to this item, except for Kevin C. Hale, is provided in the Corporation's definitive proxy statement filed with the Securities and Exchange Commission in connection with its annual meeting of stockholders to be held April 17, 2000. Such information is incorporated herein by reference. Kevin C. Hale is Executive Vice President - Chief Operating Officer, Florida Division of F.N.B. Corporation. Previously, he was Senior Executive Vice President, Sun Trust Bank of South Florida (1999-2000) and President and Chief Operating Officer of Sun Trust Bank of Southwest Florida (1994-1999).
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information relating to this item is provided in the Corporation's definitive proxy statement filed with the Securities and Exchange Commission in connection with its annual meeting of stockholders to be held April 17, 2000. Such information is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information relating to this item is provided in the Corporation's definitive proxy statement filed with the Securities and Exchange Commission in connection with its annual meeting of stockholders to be held April 17, 2000. Such information is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information relating to this item is provided in the Corporation's definitive proxy statement filed with the Securities and Exchange Commission in connection with its annual meeting of stockholders to be held April 17, 2000. Such information is incorporated herein by reference.
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PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS
The following consolidated financial statements of F.N.B. Corporation and subsidiaries and report of independent auditors, included in the Corporation's 1999 Annual Report to Stockholders, are incorporated herein by reference:
PAGES IN 1999 ANNUAL REPORT TO STOCKHOLDERS
Consolidated Balance Sheet 1 Consolidated Income Statement 2 Consolidated Statement of Stockholders' Equity 3 Consolidated Statement of Cash Flows 4 Notes to Consolidated Financial Statements 5 - 27 Report of Independent Auditors 27 Quarterly Earnings Summary 29
(a) 2. FINANCIAL STATEMENT SCHEDULES
All Schedules are omitted because they are not applicable.
(a) 3. EXHIBITS
The exhibits filed or incorporated by reference as a part of this report are listed in the Index to Exhibits which appears at page IV-5 and are incorporated by reference.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the fourth quarter of 1999.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
F.N.B. CORPORATION
By /s/ Peter Mortensen ----------------------------------- Peter Mortensen, Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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INDEX TO EXHIBITS
The following exhibits are filed or incorporated by reference as part of this report:
3.1. Restated Articles of Incorporation of the Corporation as currently in effect and any amendments thereto. (incorporated by reference to Exhibit 3.1. of the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1996).
3.2. By-laws of the Corporation as currently in effect. (incorporated by reference to Exhibit 4 of the Corporation's Form 10-Q for the quarter ended June 30, 1994).
4 The rights of holders of equity securities are defined in portions of the Restated Articles of Incorporation and By-laws. The Restated Articles of Incorporation are incorporated by reference to Exhibit 3.1. of the registrant's Form 10-K for the year ended December 31, 1996. The By-laws are incorporated by reference to Exhibit 4 of the registrant's Form 10-Q for the quarter ended June 30, 1994. A designation statement defining the rights of F.N.B. Corporation Series A - Cumulative Convertible Preferred Stock is incorporated by reference to Form S-14, Registration Statement of F.N.B. Corporation, File No. 2-96404. A designation statement defining the rights of F.N.B. Corporation Series B - Cumulative Convertible Preferred Stock is incorporated by reference to Exhibit 4 of the registrant's Form 10-Q for the quarter ended June 30, 1992. The Corporation agrees to furnish to the Commission upon request copies of all instruments not filed herewith defining the rights of holders of long-term debt of the Corporation and its subsidiaries.
10.1. Form of agreement regarding deferred payment of directors' fees by First National Bank of Pennsylvania. (incorporated by reference to Exhibit 10.1. of the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1993).
10.2. Form of agreement regarding deferred payment of directors' fees by F.N.B. Corporation. (incorporated by reference to Exhibit 10.2. of the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1993).
10.3. Form of Deferred Compensation Agreement by and between First National Bank of Pennsylvania and four of its executive officers. (incorporated by reference to Exhibit 10.3. of the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1993).
10.4. Revised and Restated Amendment No. 2 to Employment Agreement between F.N.B. Corporation and Peter Mortensen. (incorporated by reference to Exhibit 10.5. of the Corporation's Form 10-Q for the quarter ended September 30, 1996). Continuation of Employment Agreement. (incorporated by reference to Exhibit 10.4. of the Corporation's Annual Report on Form 10-K for the year ended December 31, 1998).
10.5. Employment Agreement between F.N.B. Corporation and Stephen J. Gurgovits. (incorporated by reference to Exhibit 10.5. of the Corporation's Annual Report on Form 10-K for the year ended December 31, 1998).
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10.6. Employment Agreement between F.N.B. Corporation and William J. Rundorff. (incorporated by reference to exhibit 10.9 of the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1991). Amendment No. 2 to Employment Agreement. (incorporated by reference to Exhibit 10.8. of the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1995).
10.7. Basic Retirement Plan (formerly the Supplemental Executive Retirement Plan) of F.N.B. Corporation effective January 1, 1992. (incorporated by reference to Exhibit 10.9. of the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1993).
10.8. F.N.B. Corporation 1990 Stock Option Plan as amended effective February 2, 1996. (incorporated by reference to Exhibit 10.10. of the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1995).
10.9. F.N.B. Corporation Restricted Stock Bonus Plan dated January 1, 1994. (incorporated by reference to Exhibit 10.11. of the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1993).
10.10. Employment Agreement between F.N.B. Corporation and John D. Waters. (incorporated by reference to Exhibit 10.13. of the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1995).
10.11. F.N.B. Corporation Restricted Stock and Incentive Bonus Plan. (incorporated by reference to Exhibit 10.13. of the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1995).
10.12. F.N.B. Corporation 1996 Stock Option Plan. (incorporated by reference to Exhibit 10.13. of the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1995).
10.13. F.N.B. Corporation Director's Compensation Plan. (incorporated by reference to Exhibit 10.13. of the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1995).
10.14. F.N.B. Corporation 1998 Director's Stock Option Plan. (incorporated by reference to Exhibit 10.14. of the Corporation's Annual Report on Form 10-K for the year ended December 31, 1998).
10.15. Employment Agreement between F.N.B. Corporation and Gary L. Tice. (incorporated by reference to Exhibit 10.1. of the Corporation's Form 10-Q for the quarter ended June 30, 1999).
13 Annual Report to Stockholders. (filed herewith).
21 Subsidiaries of the Registrant. (filed herewith).
23.1 Consent of Ernst & Young LLP, Independent Auditors. (filed herewith).
23.2 Consent of Hacker, Johnson, Cohen & Grieb PA, Independent Auditors. (filed herewith).
23.3 Consent of Bobbitt, Pittenger & Company, Independent Auditors. (filed herewith).
27 Financial Data Schedule. (filed herewith).
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99.1 Report of Independent Auditors, Hacker, Johnson, Cohen & Grieb PA for the 1997 Audits of Seminole Bank. (filed herewith).
99.2 Report of Independent Auditors, Hacker, Johnson, Cohen & Grieb PA for the 1997 Audit of Citizens Holding Corporation and Subsidiaries. (filed herewith).
99.3 Report of Independent Auditors, Bobbitt, Pittenger & Company for the 1998 and 1997 Audits of Guaranty Bank & Trust Company. (filed herewith).
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