8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported) June 1, 2001

F.N.B. Corporation

(Exact name of registrant as specified in its charter)

Florida	0-8144	25-1255406
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

F.N.B. Center, 2150 Goodlette Road North, Naples, Florida	34102
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (941)262-7600

(Former name or former address, if changed since last report)

Item 5. Other Events.

     On June 1, 2001, the registrant effected its reincorporation from the Commonwealth of Pennsylvania to the State of Florida pursuant to a merger agreement between F.N.B. Corporation, a Pennsylvania corporation (“FNB Pennsylvania”) and F.N.B. Surviving Corporation, a Florida corporation and wholly owned subsidiary of FNB-Pennsylvania (“FNB-Florida”). The merger agreement and the reincorporation were approved by the shareholders of FNB-Pennsylvania at its annual meeting of shareholders held on April 23, 2001.

     Pursuant to the merger agreement, which is filed herewith as Exhibit 2.1, FNB-Pennsylvania was merged with and into FNB-Florida, with FNB-Florida continuing as the surviving corporation under the laws of the State of Florida. At the effective time of the merger, the Articles of Incorporation of FNB-Florida were amended to change the name of FNB-Florida to “F.N.B. Corporation.” By operation of law, FNB-Florida assumed all of the assets and liabilities of FNB-Pennsylvania existing as of the effective time of the merger. In connection with the merger, the officers of FNB-Pennsylvania became the officers of FNB-Florida. The board of directors of FNB-Florida prior to the merger continued as the board of directors of FNB-Florida following the merger. The board of directors of FNB-Pennsylvania at the time of the merger and the present board of directors of FNB-Florida are identical except that the FNB-Florida board is divided into 3 classes (the maximum allowed under Florida law), whereas the FNB-Pennsylvania board was divided into four classes. Pursuant to the merger agreement, (i) each share of common stock, par value $2.00, of FNB-Pennsylvania issued and outstanding immediately prior to the merger was automatically converted into one fully paid and nonassessable share of common stock, par value $.01, of FNB-Florida and (ii) each share of preferred stock, par value $10.00, of FNB-Pennsylvania issued and outstanding immediately prior to the merger, was automatically converted into one fully paid and nonassessable share of preferred stock, par value $.01, of FNB-Florida, having substantially identical rights and preferences. In addition, each stock option of FNB-Pennsylvania issued and outstanding immediately prior to the merger was automatically converted into an option to purchase, on the same terms and conditions as were applicable under the FNB-Pennsylvania option, the same number of shares of FNB-Florida common stock.

     The common stock of FNB-Florida is deemed to be registered under Section 12(g) of the Securities Exchange Act of 1934, as amended, on the same basis and in the same manner that the shares of common stock of FNB-Pennsylvania were so registered, pursuant to Rule 12g-3(a) thereunder. The common stock of FNB-Florida will trade on the Nasdaq National Market under the symbol “FBAN,” as did the common stock of FNB-Pennsylvania prior to the merger. It will not be necessary for shareholders to exchange their FNB stock certificates as a result of the merger.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits.

     The following exhibits are filed with this report:

Exhibit No.	Description
2.1	Agreement and Plan of Merger by and between F.N.B. Corporation, a Pennsylvania corporation, and F.N.B. Surviving Corporation, a Florida corporation.
4.1	Articles of Incorporation, as amended, of F.N.B. Corporation, a Florida corporation.
4.2	Bylaws of F.N.B. Corporation, a Florida corporation.
4.3	Specimen common stock certificate of F.N.B. Corporation, a Florida corporation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	F.N.B. CORPORATION
By:	/s/ John D. Waters
	John D. Waters
	Vice President and Chief Financial Officer

Dated:  June 1, 2001

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
2.1	Agreement and Plan of Merger by and between F.N.B. Corporation, a Pennsylvania corporation, and F.N.B. Surviving Corporation, a Florida corporation.
4.1	Articles of Incorporation, as amended, of F.N.B. Corporation, a Florida corporation.
4.2	Bylaws of F.N.B. Corporation, a Florida corporation.
4.3	Specimen common stock certificate of F.N.B. Corporation, a Florida corporation.

EX-2.1

   1
                                                                     EXHIBIT 2.1

                          AGREEMENT AND PLAN OF MERGER
                             OF F.N.B. CORPORATION,
                           A PENNSYLVANIA CORPORATION
                                       AND
                         F.N.B. SURVIVING CORPORATION,
                              A FLORIDA CORPORATION

         THIS AGREEMENT AND PLAN OF MERGER dated this 18th day of May 2001
(this "Agreement") is entered by and between F.N.B. Surviving Corporation, a
Florida corporation ("FNB-Florida"), and F.N.B. Corporation, a Pennsylvania
corporation ("FNB-Pennsylvania"). FNB-Florida and FNB-Pennsylvania are sometimes
hereinafter collectively referred to as the "Constituent Corporations."

                                    RECITALS:

         A.       FNB-Florida is a corporation organized and existing under the
laws of the State of Florida and, as of the date hereof, 500 shares of common
stock of FNB-Florida are issued and outstanding, all of which are held by
FNB-Pennsylvania, and no shares of Series A Preferred Stock or Series B
Preferred Stock are issued and outstanding.

         B.       FNB-Pennsylvania is a corporation organized and existing under
the laws of the State of Pennsylvania and, as of the date hereof, 25,573,725
shares of common stock of FNB-Pennsylvania are issued and outstanding, 19,194
shares of Series A Preferred Stock are issued and outstanding, and 144,473
shares of Series B Preferred Stock are issued and outstanding.

         C.       The Board of Directors of FNB-Pennsylvania has determined
that, for the purpose of effecting the reincorporation of FNB-Pennsylvania in
the State of Florida, it is advisable and in the best interests of
FNB-Pennsylvania that it merge with and into FNB-Florida upon the terms and
conditions herein provided.

         D.       The respective Boards of Directors of FNB-Florida and
FNB-Pennsylvania have approved this Agreement and have directed that this
Agreement be submitted to a vote of their respective shareholders and executed
by the undersigned officers.

         NOW, THEREFORE, in consideration of the mutual agreements and covenants
set forth herein, FNB-Florida and FNB-Pennsylvania hereby agree, subject to the
terms and conditions hereinafter set forth, as follows:

                                    ARTICLE I

                                   THE MERGER

         1.01     Merger. In accordance with the provisions of this Agreement,
the Pennsylvania Business Corporation Law (the "Pennsylvania Act") and the
Florida Business Corporations Act (the "Florida Act"), FNB-Pennsylvania shall be
merged with and into FNB-Florida (the "Merger"), whereupon the separate
existence of FNB-Pennsylvania shall cease and FNB-Florida shall be, and is
hereinafter sometimes referred to as, the "Surviving Corporation." On the
Effective Date of the Merger (as hereinafter defined) the name of the Surviving
Corporation shall be F.N.B. Corporation.

         1.02     Filing and Effectiveness.  The Merger shall become effective
when the following actions shall have been completed:


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                  (a)      this Agreement and the Merger shall have been adopted
and approved by the shareholders of each Constituent Corporation in accordance
with the requirements of the Pennsylvania Act and the Florida Act, as the case
may be;

                  (b)      all of the conditions precedent to the consummation
of the Merger specified in this Agreement shall have been satisfied or duly
waived by the party entitled to satisfaction thereof;

                  (c)      executed Articles of Merger meeting the requirements
of the Pennsylvania Act shall have been filed with the Pennsylvania Secretary of
State; and

                  (d)      executed Articles of Merger meeting the requirements
of the Florida Act shall have been filed with the Florida Department of State.

The date and time at which the Merger shall become effective, as aforesaid, is
herein referred to as the "Effective Date of the Merger."

         1.03     Effect of the Merger. On the Effective Date of the Merger, the
separate existence of FNB-Pennsylvania shall cease, and FNB-Florida, as the
Surviving Corporation, shall (i) continue to possess all of its assets, rights,
powers and property as constituted immediately prior to the Effective Date of
the Merger; (ii) be subject to all actions previously taken by its and
FNB-Pennsylvania's Board of Directors; (iii) succeed, without other transfer, to
all of the assets, rights, powers and property of FNB-Pennsylvania in the manner
more fully set forth in Section 607.1106 of the Florida Act; (iv) continue to be
subject to all of its debts, liabilities and obligations as constituted
immediately prior to the Effective Date of the Merger; and (v) succeed, without
other transfer, to all of the debts, liabilities and obligations of
FNB-Pennsylvania in the same manner as if FNB-Florida had itself incurred them,
all as more fully provided under the applicable provisions of the Florida Act.

                                   ARTICLE II

                    CHARTER DOCUMENTS, DIRECTORS AND OFFICERS

         2.01     Articles of Incorporation. The Articles of Incorporation of
FNB-Florida as in effect immediately prior to the Effective Date of the Merger
shall continue in full force and effect as the Articles of Incorporation of the
Surviving Corporation until duly amended in accordance with the provisions
thereof and applicable law; provided, however, that on the Effective Date of the
Merger, Article I of the Articles of Incorporation of the Surviving Corporation
shall be amended to reflect that the name of the Surviving Corporation shall be
"F.N.B. Corporation."

         2.02     Bylaws. The Bylaws of FNB-Florida as in effect immediately
prior to the Effective Date of the Merger shall continue in full force and
effect as the Bylaws of the Surviving Corporation until duly amended in
accordance with the provisions thereof and applicable law.

         2.03     Directors and Officers. The officers of FNB-Pennsylvania
immediately prior to the Effective Date of the Merger shall be the officers of
the Surviving Corporation. The directors of FNB-Florida immediately prior to the
Effective Date of the Merger shall be the directors of the Surviving
Corporation, and such directors shall continue to be constituted in the same
terms of office which they had as directors, in accordance with the Bylaws of
FNB-Florida.

                                   ARTICLE III

                         MANNER OF CONVERSION OF SHARES

         3.01     Conversion of F.N.B.-Pennsylvania Common and Preferred Shares

                  (a)      Common Shares. Upon the Effective Date of the Merger,
each share of common stock of FNB-Pennsylvania, $2.00 par value, issued and
outstanding immediately prior thereto shall, by virtue of the Merger and

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without any action by the Constituent Corporations, the holder of such shares or
any other person, be converted into and exchanged for one fully paid and
nonassessable share of common stock, $0.01 par value per share, of the Surviving
Corporation.

                  (b)      Series A Preferred Shares. Upon the Effective Date of
the Merger, each share of Series A Preferred Stock of FNB-Pennsylvania, $10.00
par value, issued and outstanding immediately prior thereto shall, by virtue of
the Merger and without any action by the Constituent Corporations, the holder of
such shares or any other person, be converted into and exchanged for one fully
paid and nonassessable share of Series A Preferred Stock, $0.01 par value per
share, of the Surviving Corporation.

                  (c)      Series B Preferred Shares. Upon the Effective Date of
the Merger, each share of Series B Preferred Stock of FNB-Pennsylvania, $10.00
par value, issued and outstanding immediately prior thereto shall, by virtue of
the Merger and without any action by the Constituent Corporations, the holder of
such shares or any other person, be converted into and exchanged for one fully
paid and nonassessable share of Series B Preferred Stock, $0.01 par value per
share, of the Surviving Corporation.

         3.02     FNB-Pennsylvania Options and Stock Purchase Rights.

                  (a)      Upon the Effective Date of the Merger, the Surviving
Corporation shall assume and continue any and all stock option, stock incentive
or stock award plans heretofore adopted by FNB-Pennsylvania. Each outstanding
and unexercised option or other right to purchase FNB-Pennsylvania common stock
existing under and by virtue of any such plan shall become an option or right to
purchase the Surviving Corporation's common stock on the basis of one share of
the Surviving Corporation's common stock for each common share of
FNB-Pennsylvania issuable pursuant to any such option or stock purchase right,
on the same terms and conditions and at an exercise or conversion price per
share equal to the exercise or conversion price per share applicable to any such
FNB-Pennsylvania option or stock purchase right at the Effective Date of the
Merger.

                  (b)      A number of shares of the Surviving Corporation's
common stock shall be reserved for issuance upon the exercise of options and
stock purchase rights equal to the number of shares of common stock of FNB-
Pennsylvania so reserved immediately prior to the Effective Date of the Merger.

         3.03     FNB-Florida Common Stock. Upon the Effective Date of the
Merger, each share of FNB-Florida common stock, $0.01 par value per share,
issued and outstanding immediately prior thereto shall, by virtue of the Merger
and without any action by FNB-Florida, the holder of such shares or any other
person, be canceled and returned to the status of authorized but unissued
shares.

         3.04     Exchange of Certificates.

                  (a)      After the Effective Date of the Merger, each holder
of an outstanding certificate representing shares of capital stock of
FNB-Pennsylvania may, at such holder's option, surrender the same for
cancellation to FNB Shareholder Services, 2150 Goodlette Road North, Suite 102,
Naples, Florida 34102, or such other entity as the Surviving Corporation so
designates as exchange agent (the "Exchange Agent"), and each such holder shall
be entitled to receive in exchange therefor a certificate or certificates
representing the number of shares of the Surviving Corporation's capital stock
into which the surrendered shares were converted, or to which such holder was
otherwise entitled, as herein provided. Until so surrendered, each outstanding
certificate theretofore representing shares of capital stock of FNB-
Pennsylvania shall be deemed for all purposes to represent the number and kind
of shares of the Surviving Corporation's capital stock into which such shares of
FNB-Pennsylvania were converted in the Merger and which the holder of such
certificate was otherwise entitled to receive pursuant to this Agreement.

                  (b)      The registered owner on the books and records of the
Surviving Corporation or the Exchange Agent of any such outstanding certificate
shall, until such certificate shall have been surrendered for transfer or

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conversion or otherwise accounted for to the Surviving Corporation or the
Exchange Agent, have and be entitled to exercise any voting and other rights
with respect to and to receive dividends and other distributions upon the shares
of capital stock of the Surviving Corporation represented by such outstanding
certificate as provided above.

                  (c)      Each certificate representing capital stock of the
Surviving Corporation so issued in the Merger shall bear the same legends, if
any, with respect to the restrictions on transferability that appeared on the
certificates of FNB-Pennsylvania so converted and given in exchange therefor,
unless otherwise determined by the Board of Directors of the Surviving
Corporation in compliance with applicable laws.

                  (d)      If any certificate for shares of capital stock of the
Surviving Corporation is to be issued in a name other than that in which the
certificate surrendered in exchange therefor is registered, it shall be a
condition of issuance thereof that the certificate so surrendered shall be
properly endorsed and otherwise in proper form for transfer, that such transfer
otherwise be proper and that the person requesting such transfer pay to the
Exchange Agent any transfer or other taxes payable by reason of issuance of such
new certificate in a name other than that of the registered holder of the
certificate surrendered or establish to the satisfaction of the Surviving
Corporation that such tax has been paid or is not payable.

                                   ARTICLE IV

                               GENERAL PROVISIONS

         4.01     Covenants of FNB-Florida. FNB-Florida covenants and agrees
that it will on or before the Effective Date of the Merger:

                  (a)      take such action as may be required to qualify to do
business as a foreign corporation in the states in which FNB-Pennsylvania is
qualified to do business and in connection therewith irrevocably appoint an
agent for service of process as required under the applicable provisions of the
relevant state law;

                  (b)      take such action as may be required under applicable
federal banking law to continue the business of FNB-PA following the Effective
Date of the Merger; and

                  (b)      take all such other actions as may be required by the
Pennsylvania Act and the Florida Act to effect the Merger.

         4.02     Abandonment. At any time before the Effective Date of the
Merger, this Agreement may be terminated and the Merger may be abandoned for any
reason whatsoever by the Board of Directors of FNB-Pennsylvania and FNB-
Florida, notwithstanding the approval of this Agreement by the shareholders of
FNB-Pennsylvania or by the sole shareholder of FNB-Florida, or by both.

         4.03     Amendment. The Constituent Corporations may amend this
Agreement at any time prior to the filing of these Articles of Merger with
either the Pennsylvania Secretary of State or the Florida Department of State,
provided that an amendment made subsequent to the adoption of this Agreement by
the shareholders of either Constituent Corporation shall not (i) alter or change
the amount or kind of shares, securities, cash, property or rights to be
received in exchange for or on conversion of all or any of the shares of any
class or series thereof of such Constituent Corporation; or (ii) alter or change
any of the terms and conditions of this Agreement if such alteration or change
would adversely affect the holders of any class or series of capital stock of
either Constituent Corporation.

         4.05.    Registered Office. The registered office of the Surviving
Corporation in the State of Florida is located at 2150 Goodlette Road North, 8th
Floor, Naples, Florida, and Robert T. Reichert is the registered agent of the
Surviving Corporation at such address.


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         4.06     Agreement. Executed copies of this Agreement will be on file
at the principal place of business of the Surviving Corporation in Naples,
Florida, and copies thereof will be furnished to any shareholder of either
Constituent Corporation, upon request and without cost.

         4.07     Governing Law. This Agreement shall in all respects be
construed, interpreted and enforced in accordance with and governed by the laws
of the State of Florida and, so far as applicable, the merger provisions of the
Pennsylvania Act.

         4.08.    Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, this Agreement, having first been approved by the
Board of Directors of FNB-Florida and FNB-Pennsylvania, is hereby executed on
behalf of each of such corporations by their respective officers thereunto duly
authorized.


                                  F.N.B. SURVIVING CORPORATION,
                                  a Florida corporation

                                  By: /s/ Kevin C. Hale
                                      ------------------------------------------
                                          Kevin C. Hale
                                          Executive Vice President


                                  F.N.B. CORPORATION,
                                  a Pennsylvania corporation

                                  By: /s/ Gary L. Tice
                                      ------------------------------------------
                                          Gary L. Tice
                                          President and Chief Executive Officer


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EX-4.1

   1
                                                                     EXHIBIT 4.1



                               F.N.B. CORPORATION

                            ARTICLES OF INCORPORATION

                                    ARTICLE 1

               The name of the Corporation is F.N.B. Corporation.

                                    ARTICLE 2

         The street address and mailing address of the initial principal office
of the Corporation and the initial registered office of the Corporation is 2150
Goodlette Road North, 8th Floor, Naples Florida 34102 and its registered agent
at such address shall be Robert T. Reichert.

                                    ARTICLE 3

         The name and address of the Incorporator of the Corporation is James G.
Orie, Esq., One F.N.B. Boulevard, Hermitage, Pennsylvania 16148.

                                    ARTICLE 4

         The term of existence of the Corporation shall be perpetual.

                                    ARTICLE 5

         The aggregate number of shares which the Corporation shall have
authority to issue is One Hundred and Twenty Million Shares (120,000,000) of
which Twenty Million (20,000,000) shall be preferred stock, par value $0.01 per
share, issuable in one or more series, and One Hundred Million (100,000,000)
shall be common stock, par value $0.01 per share.

         A description of each such class of shares and a statement of the
authority hereby vested in the Board of Directors of the Corporation to fix and
determine the designations, preferences, qualifications, limitations,
restrictions and special or relative rights and preferences granted to or
imposed upon the shares of each class and series are as follows:

Section I.  Preferred Stock

         The Preferred Stock may be divided into and issued in series. The Board
of Directors is hereby expressly authorized, at any time or from time to time,
to divide any or all of the shares of the Preferred Stock into series, and in
the resolution or resolutions establishing a particular series, before issuance
of any of the shares thereof, to fix and determine the designation and the
relative rights and preferences of the series so established, to the fullest
extent now or hereafter permitted by the laws of the Commonwealth of
Pennsylvania, including, but not limited to, the variations between different
series in the following respects:

         (i)      The distinctive serial designation of such series;

         (ii)     The annual dividend rate for such series, and the date or
dates from which dividends shall commence to accrue;

         (iii)    The redemption price or prices, if any, for shares of such
series and the terms and conditions on which such shares may be redeemed;


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         (iv)     The sinking fund provisions, if any, for the redemption or
purchase of shares of such series;

         (v)      The preferential amount or amounts payable upon shares of such
series in the event of the voluntary or involuntary liquidation of the
Corporation;

         (vi)     The voting rights of shares of such series;

         (vii)    The terms and conditions, if any, upon which shares of such
series may be converted and the class or classes or series of shares of the
Corporation into which such shares may be converted; and

         (viii)   Such other terms, limitations and relative rights and
preferences, if any, of shares of such series as the Board of Directors may, at
the time of such resolutions, lawfully fix and determine under the laws of the
Commonwealth of Pennsylvania.

         All shares of the Preferred Stock shall be of equal rank with each
other, regardless of series.

         A.       SERIES A - CUMULATIVE CONVERTIBLE PREFERRED STOCK

         1.       Designation and number of shares of series.

         A series of Preferred Stock comprised of 60,000 shares is created,
established and designated "Series A-Cumulative Convertible Preferred Stock"
(hereinafter called "Series A Preferred Stock").

         2.       Dividend rights.

         2.1      The holders of the Series A Preferred Stock shall be entitled
to receive, when and as declared by the Board of Directors, preferential
cumulative dividends in cash at the annual rate of $1.68 per share and no more,
payable in equal quarterly installments on the 15th days of March, June,
September and December of each year. In the case of the issuance of shares of
Series A Preferred Stock on or prior to June 30, 1985, such dividends shall be
cumulative from and after June 30, 1985. In the case of the issuance of shares
of other Series A Preferred Stock issued after such date, such dividends with
respect to each of such other shares shall be cumulative from the quarterly
dividend payment date next preceding the date of issuance of such shares to
which dividends have been paid on Series A Preferred Stock (or from June 30,
1985 if such other shares are issued on or prior to the record date for the
first dividend declared on Series A Preferred Stock), unless the date of
issuance of such shares is a dividend payment date to which dividends have been
paid on Series A Preferred Stock or a date between the record date for the
determination of holders of Series A Preferred Stock entitled to receive a
dividend which has been declared and the date for payment thereof, in either of
which events such dividends shall be cumulative from such dividend payment date,
so that all holders of record of Series A Preferred Stock outstanding on any
record date for the determination of holders of Series A Preferred Stock
entitled to receive any dividend thereon shall have the same dividend rights per
share.

         2.2      So long as any shares of the Series A Preferred Stock are
outstanding, no dividends, other than (i) dividends on common stock payable in
common stock, (ii) dividends payable in stock which is junior to the Series A
Preferred Stock (both as to dividends and upon liquidation) and (iii) cash in
lieu of fractional shares in connection with any such dividend, shall be paid or
declared in cash or otherwise, nor shall any other distribution be made, on the
common stock or on any other stock junior to the Series A Preferred Stock as to
dividends, unless there shall be no arrearages in dividends on the Series A
Preferred Stock for any past quarterly dividend period, and all cumulative
dividends shall have been paid or declared in full on the Series A Preferred
Stock for the current quarterly dividend period.

         2.3      Subject to the foregoing provisions, such dividends and other
distributions (payable in cash, property or stock junior to the Series A
Preferred Stock) as may be determined by the Board of Directors may be declared
and paid

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from time to time on the common stock or on any other stock junior to the Series
A Preferred Stock, without any right of participation therein by the holders of
Series A Preferred Stock.

         2.4      So long as any shares of the Series A Preferred Stock are
outstanding, no shares of any stock junior to the Series A Preferred Stock shall
be purchased, redeemed or otherwise acquired by the Corporation or by any
subsidiary, except in connection with (i) a reclassification or exchange of any
stock junior to the Series A Preferred Stock through the issuance of other stock
junior to the Series A Preferred Stock (both as to dividends and upon
liquidation), or (ii) the purchase, redemption or other acquisition of any stock
junior to the Series A Preferred Stock with proceeds of a reasonably
contemporaneous sale of other stock junior to the Series A Preferred Stock (both
as to dividends and upon liquidation), nor shall any funds be set aside or made
available for any purchase, redemption or sinking fund for the purchase or
redemption of any stock junior to the Series A Preferred Stock, unless there
shall be no arrearages in dividends on the Series A Preferred Stock for any past
quarterly dividend period.

         2.5      If there are any arrearages in dividends for any past
quarterly dividend period on any series of Preferred Stock ranking on a parity
with the Series A Preferred Stock as to dividends, or if dividends shall not
have been paid or declared in full for the current quarterly period on all
series of Preferred Stock ranking on a parity with the Series A Preferred Stock
as to dividends to the extent that dividends on such other series of Preferred
Stock are cumulative, any dividends paid or declared on the Series A Preferred
Stock or on any other series of Preferred Stock ranking on a parity with the
Series A Preferred Stock as to dividends shall be shared ratably by the holders
of the Series A Preferred Stock and the holders of all such other series of
Preferred Stock ranking on a parity with the Series A Preferred Stock as to
dividends in proportion to such respective arrearages and unpaid and undeclared
current quarterly cumulative dividends.

         3.       Liquidation preference.

         3.1      In the event of any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary (hereinafter sometimes called
"liquidation"), the holders of the Series A Preferred Stock shall be entitled to
receive a preferential liquidation payment in an amount equal to $25.00 per
share plus all arrearages in dividends thereon to the date fixed for the
liquidation payment (computed without interest), before any distribution shall
be made to the holders of the common stock or any other stock junior to the
Series A Preferred Stock as to distribution upon liquidation.

         3.2      If the assets of the Corporation are insufficient to permit
payment of the full preferential amount payable to the holders of the Series A
Preferred Stock and of any other series of Preferred Stock ranking on a parity
with the Series A Preferred Stock as to distribution upon liquidation, then the
assets available for distribution to holders of the Series A Preferred Stock and
the holders of such other series of Preferred Stock ranking on a parity with the
Series A Preferred Stock as to distribution upon liquidation shall be
distributed ratably to the holders of the Series A Preferred Stock and the
holders of all such other series of Preferred Stock in proportion to the full
preferential amounts payable on their respective shares upon liquidation.

         3.3      If the preferential liquidation payment shall have been made
in full as provided herein, the remaining assets of the Corporation shall be
distributed among the holders of common stock and other junior stock, according
to their respective rights and preferences and in accordance with their
respective holdings.

         3.4      For the purposes of this section 3, a consolidation or merger
of the Corporation with any other corporation shall not be deemed, as such, to
constitute a liquidation, dissolution or winding up of the Corporation, but any
reorganization of the Corporation required by any court or administrative body
in order to comply with any provision of law shall be deemed to be a
liquidation, dissolution or winding up of the Corporation unless the
preferences, qualifications, limitations, restrictions and special or relative
rights granted to or imposed upon the Series A Preferred Stock are not adversely
affected by such reorganization.


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         4.       Redemption.

         The Series A Preferred Stock shall not be subject to call for
redemption by the Corporation, nor shall any holder thereof have the right to
require redemption of the Series A Preferred Stock.

         5.       Status of Series A Preferred Stock repurchased or
declassified.

         Shares of Series A Preferred Stock repurchased or declassified as such
by future resolution of the Board of Directors shall be deemed to be authorized
but unissued shares of Preferred Stock undesignated as to series. Shares of
Series A Preferred Stock exchanged for shares of any other class or series shall
thereby be deemed to be cancelled and the number of shares of Preferred Stock
which the Corporation is authorized to issue shall be correspondingly reduced.

         6.       Restrictions on certain action affecting Series A Preferred
Stock.

         6.1      The Corporation will not (i) establish any other series of
Preferred Stock ranking prior to, or authorize any other class of stock ranking
prior to (or issuable in series which may, by resolutions of the Board of
Directors providing for the issue of such series, rank prior to), the Series A
Preferred Stock, either as to dividends or upon liquidation, or increase the
authorized number of shares of any such other class or series of stock, or (ii)
amend, alter or repeal any of the provisions of the Articles of Incorporation or
of this resolution so as to affect adversely the preferences, special rights or
powers of the holders of the Series A Preferred Stock, or (iii) effect a merger
or consolidation which would affect adversely the preferences, special rights or
powers of the holders of the Series A Preferred Stock, without the consent given
in writing without a meeting or affirmative vote given in person or by proxy at
a meeting called for the purpose, by the holders of at least 66-2/3 per cent of
the shares of the Series A Preferred Stock then outstanding.

         6.2      The Corporation may, without the consent or affirmative vote
of any holders of the Series A Preferred Stock then outstanding, establish any
other series of Preferred Stock ranking on a parity with, or authorize any other
class of stock ranking on a parity with (or issuable in series which may, by
resolutions of the Board of Directors providing for the issue of such series,
rank on a parity with), the Series A Preferred Stock, either as to dividends or
upon liquidation or both, or increase the authorized number of shares of any
such other class or series.

         7.       Voting rights.

         Holders of the Series A Preferred Stock shall be entitled to one vote
for each share upon all matters upon which holders of common stock have the
right to vote, and such votes shall be counted together with those of the common
stock and not separately as a class or group; provided, however, that if from
time to time the outstanding shares of common stock shall be increased by any
subdivision of shares, or decreased by combination of shares, and the Series A
Preferred Stock shall not simultaneously be so increased or decreased in the
same proportion, the number of votes of each share of Series A Preferred Stock
shall be adjusted so that the proportionate voting power of the Series A
Preferred Stock and of the common stock shall be the same immediately after such
increase or decrease as immediately before it to the nearest 1/10th of a vote
per share.

         8.       Conversion rights.

         8.1      The holders of Series A Preferred Stock shall be entitled, at
any time or from time to time after June 30,1989, to surrender shares of the
Series A Preferred Stock for conversion into shares of common stock of the
Corporation. Subject to the provisions set forth in this section 8, each share
of Series A Preferred Stock surrendered hereunder shall be converted, as of the
close of business on the date of such surrender, into that number of shares of
common stock having at that time an aggregate value equal to $25.00 (the
"Conversion Price").

         8.2      In order to convert shares of Series A Preferred Stock into
common stock, the holder shall surrender the certificate or certificates
therefor, duly endorsed, at the office of the Transfer Agent for the common
stock, and shall give

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written notice to the Corporation at said office that he elects to convert the
same or part thereof. The Corporation as soon as practicable thereafter will
issue and deliver at said office to such holder a certificate for the number of
full shares of common stock to which he shall be entitled hereunder; however,
such holder shall be treated for all purposes as the record holder of such
common stock at the time as of which such conversion takes place as aforesaid.

         8.3      No fractional shares of common stock shall be issued upon
conversion of the Series A Preferred Stock. Instead of any fraction of a share
which would otherwise be issuable, the Corporation shall pay a cash adjustment,
concurrently with issuance of the certificate for the full number of shares to
which the holder is entitled, in an amount equal to the same fraction of the
Stabilized Market Value (hereinafter defined) used to determine the holder's
entitlement to common stock.

         8.4      In determining the number of shares of common stock to which
the Series A Preferred Stock may be converted, the following provisions shall be
applied, to wit:

         (a)      The Conversion Price shall be divided by the then Stabilized
Market Value (hereinafter defined) per share, and the quotient shall determine
the number of shares (calculated to ten-thousandths) of common stock issuable
upon conversion, except in cases to which paragraph (b) applies.

         (b)      If (and for so long as) the Stabilized Market Value should be
less than 80% of the Corporation's last reported book value per share of common
stock, the number of shares (calculated to ten-thousandths) of common stock
issuable upon conversion of the Series A Preferred Stock shall be determined by
the quotient obtained in dividing (x) the Conversion Price by (y) 80% of the
Corporation's last reported book value per share of common stock. This paragraph
(b) shall not apply to conversions effected under Section 9 hereof.

         (c)      Adjustment shall be made for any dividends accrued on the
Series A Preferred Stock during the current quarterly period in which shares
thereof are surrendered for conversion, by increasing the Conversion Price by an
amount equal to the quarterly dividend yield, prorated to the date on which
conversion is effective, on the shares so surrendered. No adjustment shall be
made on account of any prior dividends on the common stock issuable upon
conversion; nor shall the Corporation be obligated to make any cash payment in
respect of any such dividends in connection with the surrender and conversion of
Series A Preferred Stock.

         8.5      (a)      In case of any capital reorganization or any
reclassification of the common stock of the Corporation or in case of the
consolidation or merger of the Corporation with or into another corporation or
the conveyance of all or substantially all of the assets of the Corporation to
another corporation, each share of the Series A Preferred Stock shall thereafter
be convertible into the kind(s) of stock or other securities or property to
which a holder of the number of shares of common stock of the Corporation that
might have been issued (disregarding the time limitation set forth in section
8.1) upon conversion of such share of the Series A Preferred Stock shall be
entitled upon such reorganization, reclassification, consolidation, merger or
conveyance; and, in any such case, appropriate adjustment (as determined by the
Board of Directors) shall be made by the Corporation or the corporation formed
by such consolidation or the corporation into which the Corporation shall have
merged or the transferee of the Corporation's assets, as the case may be, in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the holders of the Series A Preferred Stock, to the end
that the provisions set forth herein (including provisions with respect to
changes in and other adjustments of the Conversion Price) shall thereafter be
applicable, as nearly as reasonably may be, in relation to any shares of stock
or other securities or property thereafter deliverable upon the conversion of
the shares of the Series A Preferred Stock.

         (b)      If, after giving effect to any such consolidation, merger or
conveyance of all or substantially all of the assets of the Corporation, the
holders of the Corporation's common stock (as a group) would own less than 50%
of all the issued and outstanding voting stock of the corporation formed by such
consolidation or the corporation surviving such merger or the transferee of the
Corporation's assets, as the case may be, then, notwithstanding the date set
forth in section

                                       5

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8.1, the conversion rights of the holders of the Series A Preferred Stock shall
be advanced to the close of business on the date on which the shareholders of
the Corporation shall have approved the subject transaction.

         8.6      In case:

         (i)      the Corporation shall authorize the granting to the holders of
its common stock of rights to subscribe for or purchase any shares of stock of
any class or to receive any other rights; or

         (ii)     of any capital reorganization of the Corporation,
reclassification of the capital stock of the Corporation, consolidation or
merger of the Corporation with or into another corporation, or conveyance of all
or substantially all of the assets of the Corporation to another corporation; or

         (iii)    of the voluntary or involuntary dissolution, liquidation or
winding up of the Corporation;

then, and in any such case, the Corporation shall cause to be mailed to the
holders of record of the outstanding shares of the Series A Preferred Stock, at
least ten (10) days prior to the date hereinafter specified, a notice stating
(x) the date on which a record is to be taken for the purpose of such dividend,
distribution or rights, or, if a record is not to be taken, the date as of which
the holders of common stock of record to be entitled to such dividend,
distribution or rights are to be determined, or (y) the date on which such
reclassification, reorganization, consolidation, merger, conveyance,
dissolution, liquidation or winding up is to take place, and the date, if any,
to be fixed as of which holders of common stock of record shall be entitled to
exchange their shares of common stock for securities or other property
deliverable upon such reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation or winding up.

         8.7      The Corporation shall at all times reserve and keep available,
out of its authorized but unissued common stock or out of shares of common stock
held in its Treasury, solely for the purpose of effecting the conversion of the
shares of the Series A Preferred Stock, the full number of shares of common
stock deliverable upon the conversion of all shares of the Series A Preferred
Stock from time to time outstanding. The Corporation shall from time to time, in
accordance with the laws of the Commonwealth of Pennsylvania, increase the
authorized amount of its common stock if at any time the authorized number of
shares of common stock remaining unissued or available from Treasury shall not
be sufficient to permit the conversion of all of the shares of the Series A
Preferred Stock at the time outstanding.

         8.8      The Corporation will pay any and all issue taxes that may be
payable in respect of any issue or delivery of shares of common stock on
conversion of shares of the Series A Preferred Stock pursuant to this section 8
or section 9 hereof. The Corporation shall not, however, be required to pay any
tax which may be payable in respect of any transfer involved in the issue and
delivery of shares of common stock in a name other than that in which the shares
of the Series A Preferred Stock so converted were registered, and no such issue
or delivery shall be made unless and until the person requesting such change in
registration has paid to the Corporation the amount of any such tax, or has
established to the satisfaction of the Corporation, that such tax has been paid.

         8.9      If any shares of common stock issuable upon conversion of the
Series A Preferred Stock require registration with or approval of any
governmental authority under any federal or state law before such shares may be
lawfully issued upon conversion, then the Corporation shall, in good faith and
as expeditiously as possible, endeavor to obtain such registration or approval,
as the case may be, but shall not be required to issue such shares until the
requisite registration or approval has been obtained.

         9.       Required Conversion to Common Stock.

         9.1      At the option of the Corporation, the Series A Preferred Stock
shall be converted into common stock of the Corporation after one-half or more
of the shares comprising the Series A Preferred Stock (disregarding shares
declassified before issue) shall no longer be outstanding (whether by reason of
conversion pursuant to section 8 hereof

                                       6

   7



or repurchase or otherwise). Subject to the provisions of this section 9, such
option may be exercised at any time by resolution of the Board of Directors, but
only with respect to all the then outstanding Series A Preferred Stock.

         9.2      Conversion of the Series A Preferred Stock pursuant to the
option reserved in section 9.1 hereof may be required as of any quarterly
dividend payment date (specified in section 2.1 hereof) to which all dividends
have been declared and paid in full, as may be determined by the Board of
Directors and fixed in the resolution directing such conversion. Notice of the
required conversion of the Series A Preferred Stock shall be published once in
two newspapers printed in the English language and customarily published on each
business day and of general circulation, one in the City of Pittsburgh,
Pennsylvania and one in Beaver Falls, Pennsylvania (or if no such newspaper is
published in Beaver Falls, then publication in lieu thereof may be made in any
other newspaper selected as appropriate for this purpose by the Treasurer of the
Corporation), such publications to be at least 30 days prior to the date fixed
by the Board of Directors for such conversion. Notice of such election shall
also be mailed not less than 60 days nor more than 120 days prior to the date
fixed for conversion to each holder of record of shares of the Series A
Preferred Stock to be converted hereunder, at his address as the same may appear
on the books of the Corporation.

         9.3      Effective upon the date fixed for conversion, as specified in
the resolution directing conversion hereunder, all shares of the Series A
Preferred Stock with respect to the conversion of which such notices shall have
been given (and which remain outstanding on the date so fixed) shall
automatically be deemed to be no longer outstanding for any purpose, whether or
not the certificates for such shares shall have been surrendered for conversion.
All rights with respect to such shares shall thereupon cease and terminate
except for the right of the respective holders of the certificates for such
shares to receive, upon surrender thereof, duly endorsed, to the transfer agent
for the common stock, certificates for the common stock issuable in respect to
the conversion of their Series A Preferred Stock as of the date fixed for
conversion.

         9.4      The number of shares of common stock issuable upon required
conversion shall be determined in accordance with the applicable provisions in
section 8 hereof.

         10.      Miscellaneous.

         10.1     The term "Stabilized Market Value" in this Resolution means
the price per share of the Corporation's common stock paid in secondary trading
transactions during the 45-day period next preceding the date as of which
Stabilized Market Value is to be determined hereunder, computed on a weighted
average basis with respect to the numbers of shares involved in such
transactions. Prices paid shall be ascertained in good faith by the Treasurer of
the Corporation by reference to all reasonably available data deemed reliable by
him for such purpose. If fewer than five secondary trading transactions are
found to have occurred during such 45-day period, "Stabilized Market Value"
shall be determined by reference to the median between the average bid and ask
prices quoted during said period by any two market-makers selected for this
purpose in good faith by the Treasurer of the Corporation.

         10.2     The last reported book value of the Corporation's common
stock, for purposes of this Resolution, shall be determined by reference to the
shareholder's equity, calculated on a fully-diluted basis, of the Corporation as
set forth in the most recent balance sheet of the Corporation filed with the
Securities and Exchange Commission.

         10.3     The shares of Series A Preferred Stock shall not have any
relative or special rights and powers other than as set forth in this Resolution
and in the Articles of Incorporation, as amended, of the Corporation.

         B.       7-1/2 CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES B

         1.       Designation and number of shares of series.

         A series of Preferred Stock comprised of 460,000 shares is created,
established and designated "7-1/2% Cumulative Convertible Preferred Stock,
Series B" (hereinafter called "Series B Preferred Stock").

                                       7

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         2.       Dividend rights.

         2.1      The holders of the Series B Preferred Stock shall be entitled
to receive, when and as declared by the Board of Directors, preferential
cumulative dividends in cash at the annual rate of $1.875 per share and no more,
payable quarterly on March 15, June 15, September 15 and December 15 of each
year commencing June 15, 1992. In the case of the issuance of shares of Series B
Preferred Stock on or prior to May 15, 1992, such dividends shall be cumulative
from and after May 15, 1992, and the initial dividend for the period commencing
on May 15, 1992 to but not including June 15, 1992 shall be payable on June 15,
1992. Such initial dividend and all other dividends payable for a period less
than a full quarterly period shall be computed on the basis of a 360-day year
consisting of twelve 30-day months. In the case of the issuance of other shares
of Series B Preferred Stock issued after May 15, 1992 such dividends with
respect to each of such other shares shall be cumulative from the quarterly
dividend payment date next preceding the date of issuance of such shares to
which dividends have been paid on Series B Preferred Stock (or from May 15, 1992
if such shares are issued on or prior to the record date for the first dividend
declared on Series B Preferred Stock), unless the date of issuance of such
shares is a dividend payment date to which dividends have been paid on Series B
Preferred Stock or a date between the record date for the determination of
holders of Series B Preferred Stock entitled to receive a dividend which has
been declared and the date of payment thereof, in either of which events such
dividend shall be cumulative from such dividend payment date, so that all
holders of record of Series B Preferred Stock outstanding on any record date for
the determination of holders of Series B Preferred Stock entitled to receive any
dividend thereon shall have the same dividend rights per share.

         2.2      So long as any shares of the Series B Preferred Stock are
outstanding, no dividends, other than (i) dividends on common stock payable in
common stock, (ii) dividends payable in stock which is junior to the Series B
Preferred Stock (both as to dividends and upon liquidation), (iii) options,
warrants or other rights to subscribe for or purchase common stock or other
stock which is junior to the Series B Preferred Stock and (iv) cash in lieu of
fractional shares in connection with any such dividend, shall be paid or
declared in cash or otherwise, nor shall any other distribution be made, on the
common stock or on any other stock junior to the Series B Preferred Stock as to
dividends, unless there shall be no arrearages in dividends on the Series B
Preferred Stock for any past quarterly dividend period, and all cumulative
dividends shall have been paid or declared in full on the Series B Preferred
Stock for the current quarterly dividend period.

         2.3      Subject to the foregoing provisions, such dividends and other
distributions (payable in cash, property or stock junior to the Series B
Preferred Stock) as may be determined by the Board of Directors may be declared
and paid from time to time on the common stock or on any other stock junior to
the Series B Preferred Stock, without any right of participation therein by the
holders of Series B Preferred Stock.

         2.4      So long as any shares of the Series B Preferred Stock are
outstanding, no shares of any stock junior to the Series B Preferred Stock shall
be purchased, redeemed or otherwise acquired by the Corporation or by any
subsidiary, except in connection with (i) a reclassification or exchange of any
stock junior to the Series B Preferred Stock through the issuance of other stock
junior to the Series B Preferred Stock (both as to dividends and upon
liquidation), or (ii) the purchase, redemption or other acquisition of any stock
junior to the Series B Preferred Stock with proceeds of a reasonably
contemporaneous sale of other stock junior to the Series B Preferred Stock (both
as to dividends and upon liquidation), nor shall any funds be set aside or made
available for any purchase, redemption or sinking fund for the purchase or
redemption of any stock junior to the Series B Preferred Stock, unless there
shall be no arrearages in dividends on the Series B Preferred Stock for any past
quarterly dividend period.

         2.5      If there are any arrearages in dividends for any past
quarterly dividend period on any series of Preferred Stock ranking on a parity
with the Series B Preferred Stock as to dividends, or if dividends shall not
have been paid or declared in full for the current quarterly period on all
series of Preferred Stock ranking on a parity with the Series B Preferred Stock
as to dividends to the extent that dividends on such other series of Preferred
Stock are cumulative, any dividends paid or declared on the Series B Preferred
Stock or on any other series of Preferred Stock ranking on a parity with the
Series B Preferred Stock as to dividends shall be shared ratably by the holders
of the Series B Preferred Stock

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and the holders of all such other series of Preferred Stock ranking on a parity
with the Series B Preferred Stock as to dividends in proportion to such
respective arrearages and unpaid and undeclared current quarterly cumulative
dividends.

         3.       Liquidation preference.

         3.1      In the event of any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary (hereinafter sometimes called
"liquidation"), the holders of the Series B Preferred Stock shall be entitled to
receive a preferential liquidation payment in an amount equal to $25.00 per
share plus all arrearages in dividends thereon to, but not including, the date
fixed for the liquidation payment (computed without interest) and no more,
before any distribution shall be made to the holders of the common stock or any
other stock junior to the Series B Preferred Stock as to distribution upon
liquidation. The holders of the shares of the Series B Preferred Stock will not
be entitled to receive the liquidation payment in respect of such shares until
the liquidation preference of any other shares of the Corporation's stock
ranking senior to the Series B Preferred Stock with respect to the rights upon
liquidation shall have been paid (or a sum set aside therefor sufficient to
provide for payment) in full.

         3.2      If upon any liquidation the assets of the Corporation are
insufficient to permit payment of the full preferential amount payable to the
holders of the Series B Preferred Stock and of any other series of Preferred
Stock ranking on a parity with the Series B Preferred Stock as to distribution
upon liquidation, then the assets available for distribution to holders of the
Series B Preferred Stock and the holders of such other series of Preferred Stock
ranking on a parity with the Series B Preferred Stock as to distribution upon
liquidation shall be distributed ratably to the holders of the Series B
Preferred Stock and the holders of all such other series of Preferred Stock in
proportion to the full preferential amounts payable on their respective shares
upon liquidation.

         3.3      If the preferential liquidation payment shall have been made
in full as provided herein, the remaining assets of the Corporation shall be
distributed among the holders of common stock and other junior stock, according
to their respective rights and preferences and in accordance with their
respective holdings, and the holders of the Series B Preferred Stock shall not
be entitled to any further participation in any distribution of assets by the
Corporation.

         3.4      For the purposes of this section 3, a consolidation or merger
of the Corporation with any other corporation or a sale, lease or conveyance of
all or any part of the Corporation's property or business shall not be deemed,
as such, to constitute a liquidation, dissolution or winding up of the
Corporation, but any reorganization of the Corporation required by any court or
administrative body in order to comply with any provision of law shall be deemed
to be a liquidation, dissolution or winding up of the Corporation unless the
preferences, qualifications, limitations, restrictions and special or relative
rights granted to or imposed upon the Series B Preferred Stock are not adversely
affected by such reorganization.

         4.       Redemption.

         4.1      The Series B Preferred Stock shall not be subject to call for
mandatory redemption by the Corporation, nor shall any holder thereof have the
right to require redemption of the Series B Preferred Stock.

         4.2      The Series B Preferred Stock shall be subject to redemption at
the option of the Corporation for cash on at least 30 but not more than 60 days'
notice at any time or from time to time as a whole or in part, except that the
Series B Preferred Stock may not be redeemed prior to May 15, 1996. With respect
to any such redemption, the Series B Preferred Stock shall be redeemable at the
following redemption prices per share, together in each case with accrued but
unpaid dividends to but excluding the date fixed for redemption, if redeemed
during the 12-month period beginning on:


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         Year                                              Redemption Price Per Share
                                                         of Convertible Preferred Stock
- ----------------------                              ----------------------------------------

                                                 
May 15, 1996                                                           $26.125
May 15, 1997                                                            25.938
May 15, 1998                                                            25.750
May 15, 1999                                                            25.563
May 15, 2000                                                            25.375
May 15, 2001                                                            25.188
May 15, 2002 and thereafter                                              25.00


         4.3      Notice of any redemption shall be given by first class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the date
fixed for redemption to the holders of record of the shares of Series B
Preferred Stock to be redeemed, at their respective addresses appearing on the
books of the Corporation. Notice so mailed shall be conclusively presumed to
have been duly given whether or not actually received. Such notice shall state:
(i) the date fixed for redemption; (ii) the redemption price; (iii) that the
holder has the right to convert such shares into Common Stock until the close of
business on the redemption date; (iv) the then-effective conversion rate and the
place where certificates for such shares may be surrendered for conversion; (v)
if less than all the shares held by such holder are to be redeemed, the number
of shares to be redeemed from such holder; (vi) the place where certificates for
such shares are to be surrendered for payment of the redemption price; and (vii)
that after such date fixed for redemption the shares to be redeemed shall not
accrue dividends.

         At the option of the Corporation, if notice of redemption is mailed as
aforesaid, and if prior to the date fixed for redemption funds sufficient to pay
in full the redemption price are deposited in trust, for the account of the
holders of the shares to be redeemed, with a bank or trust company named in such
notice doing business in the Borough of Manhattan, the City of New York, State
of New York or the Commonwealth of Pennsylvania and having capital surplus and
undivided profits of at least $50 million (which bank or trust company also may
be the transfer agent and/or paying agent for the Series B Preferred Stock)
notwithstanding the fact that any certificate(s) for shares called for
redemption shall not have been surrendered for cancellation, on and after such
date of deposit the shares represented thereby so called for redemption shall be
deemed to be no longer outstanding, and all rights of the holders of such shares
as shareholders of the Corporation shall cease, except the right of the holders
thereof to convert such shares in accordance with the provisions of Paragraph 8
at any time prior to the close of business on the redemption date and the right
of the holders thereof to receive out of the funds so deposited in trust the
redemption price, without interest, upon such surrender of the certificate(s)
representing such shares. Any funds so deposited with such bank or trust company
in respect of shares of Series B Preferred Stock converted before the close of
business on the redemption date shall be returned to the Corporation upon such
conversion. Any funds so deposited with such bank or trust company which shall
remain unclaimed by the holders of shares called for redemption at the end of
two years after the redemption date shall be repaid to the Corporation, on
demand, and thereafter the holder of any such shares shall look only to the
Corporation for the payment, without interest, of the redemption price.

         4.4      Any provision of this Section 4 to the contrary
notwithstanding, in the event that any quarterly dividend payable on the Series
B Preferred Stock shall be in arrears and until all such dividends in arrears
shall have been paid or declared and set apart for payment, the Corporation
shall not redeem any shares of Series B Preferred Stock unless all outstanding
shares of Series B Preferred Stock are simultaneously redeemed and shall not
purchase or otherwise acquire any shares of Series B Preferred Stock except in
accordance with a purchase offer made by the Corporation on the same terms to
all holders of record of Series B Preferred Stock.

         4.5      If fewer than all the outstanding shares of the Series B
Preferred Stock are to be redeemed, the Corporation shall select those to be
redeemed by lot or on a pro rata basis or by any other method deemed by the
Corporation to be equitable (with adjustments to avoid fractional shares).


                                      10

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         4.6      Any shares of the Series B Preferred Stock for which a notice
of redemption has been given may be converted into shares of Common Stock at any
time before the close of business on the date fixed for the redemption as set
forth in Section 8 below.

         5.       Status of Series B Preferred Stock repurchased or
declassified.

         Shares of Series B Preferred Stock repurchased or declassified as such
by future resolution of the Board of Directors shall be deemed to be authorized
but unissued shares of Preferred Stock undesignated as to series. Shares of
Series B Preferred Stock exchanged for shares of any other class or series shall
thereby be deemed to be cancelled and the number of shares of Preferred Stock
which the Corporation is authorized to issue shall be correspondingly reduced.

         6.       Restrictions on certain action affecting Series B Preferred
Stock.

         6.1      So long as any shares of Series B Preferred Stock remain
outstanding, the Corporation will not, without the consent given in writing
without a meeting or affirmative vote given in person or by proxy at a meeting
called for the purpose, by the holders of at least 66-2/3 per cent of the shares
of the Series B Preferred Stock then outstanding, (i) authorize, create or
issue, or increase the authorized or issued amount of, any other series of
Preferred Stock or any other class of stock ranking prior to (or issuable in
series which may, by resolutions of the Board of Directors providing for the
issue of such series, rank prior to), the Series B Preferred Stock, either as to
dividends or upon liquidation, dissolution or winding up, or (ii) amend, alter
or repeal any of the provisions of the Articles of Incorporation or of this
resolution so as to materially and adversely affect the preferences, special
rights, privileges or voting powers of the holders of the Series B Preferred
Stock, or (iii) effect a merger or consolidation which would affect materially
and adversely the preferences, special rights, privileges or voting powers of
the holders of the Series B Preferred Stock; provided, however, that any
increase in the amount of the authorized preferred stock or any outstanding
series of preferred stock or any other capital of the Corporation, or the
creation and issuance of other series of preferred stock including the Series B
Preferred Stock, or of any other capital stock of the Corporation, in each case
ranking on a parity with or junior to the Series B Preferred Stock with respect
to the payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up shall not be deemed to materially and adversely affect
such rights, preferences, special rights, privileges or voting powers.

         6.2      The Corporation may not, without the consent or affirmative
vote of holders of the Series B Preferred Stock then outstanding as described in
Section 6.1, establish any other series of Preferred Stock ranking on a parity
with, or authorize any other class of stock ranking on a parity with (or
issuable in series which may, by resolutions of the Board of Directors providing
for the issue of such series, rank on a parity with) the Series B Preferred
Stock, either as to dividends or upon liquidation, dissolution or winding up, or
both ("Parity Stock"), or increase the authorized number of shares of any such
other class or series, unless the Articles of Incorporation or Designation
Statement creating or authorizing such class or series provide that if in any
case the stated dividends or amounts payable upon liquidation, dissolution or
winding up are not paid in full on the Series B Preferred Stock and all
outstanding shares of Parity Stock, the shares of all Parity Stock shall share
ratably in the payment of dividends, including accumulations (if any) in
accordance with the sums which would be payable on all Parity Stock if all
dividends in respect of all shares of Parity Stock were paid in full, and on any
distribution of assets upon liquidation, dissolution or winding up ratably in
accordance with the sums which would be payable in respect of all shares of
Parity Stock if all sums payable were discharged in full.

         7.       Voting rights.

         Except as set forth in section 6 or as otherwise from time to time
expressly required by law, holders of the Series B Preferred Stock shall not be
entitled to vote.

         8.       Conversion rights.

         8.1      The holders of Series B Preferred Stock shall be entitled, at
any time, to surrender shares of the Series B Preferred Stock for conversion
into shares of common stock of the Corporation. Subject to the provisions set
forth in this section 8, each share of Series B Preferred Stock surrendered
hereunder shall be converted, as of the close of business

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on the date of such surrender, into 1.6026 shares of common stock subject to
adjustment as described in Section 8.4 (the "Conversion Rate").

         8.2      In order to convert shares of Series B Preferred Stock into
common stock, the holder shall surrender the certificate or certificates
therefor, duly endorsed, at the office of the Transfer Agent for the common
stock, and shall give written notice to the Corporation at said office that he
elects to convert the same or part thereof. The Corporation as soon as
practicable thereafter will issue and deliver at said office to such holder a
certificate for the number of full shares of common stock to which he shall be
entitled hereunder; however, such holder shall be treated for all purposes as
the record holder of such common stock at the time as of which such conversion
takes place as aforesaid.

         8.3      No fractional shares of common stock shall be issued upon
conversion of the Series B Preferred Stock. Instead of any fraction of a share
which would otherwise be issuable, the Corporation shall pay a cash adjustment,
concurrently with issuance of the certificate for the full number of shares to
which the holder is entitled, in an amount equal to the product of (i) the
fraction of a share which would otherwise be issuable, and (ii) the current
market price of the Corporation's common stock on the date of conversion.

         8.4      The Conversion Rate shall be subject to adjustment from time
to time as follows:

                  (a)      In the event the Corporation should at any time or
from time to time fix a record date for the effectuation of a subdivision of the
outstanding shares of common stock or the determination of holders of common
stock entitled to receive a dividend or other distribution payable in additional
shares of common stock (or payable in certain rights or warrants entitling them
to subscribe for common stock) at less than the current market price, then, as
of such record date (or the date of such dividend distribution or subdivision if
no record date is fixed) the Conversion Rate of the Series B Preferred Stock
shall be appropriately increased so that the number of shares of common stock
issuable on conversion of each share of Series B Preferred Stock shall be
increased in proportion to such increase of outstanding shares of common stock.

                  (b)      If the number of shares of common stock outstanding
at any time is decreased by a combination of the outstanding shares of common
stock, then, following the record date of such combination, the Conversion Rate
for the Series B Preferred Stock shall be appropriately decreased so that the
number of shares of common stock issuable on conversion of each share of Series
B Preferred Stock shall be decreased in proportion to such decrease in
outstanding shares of common stock.

                  (c)      In the event the Corporation shall declare a
distribution payable in the Corporation's capital stock (other than common
stock), evidences of indebtedness issued by the Corporation, assets (excluding
cash dividends or distributions from retained earnings) or warrants or rights
not referred to in section 8.4(a), then, in each such case for the purpose of
this section, the holders of the Series B Preferred Stock shall be entitled to a
proportionate share of any such distribution as though they were the holders of
the number of shares of common stock of the Corporation into which their shares
of Series B Preferred Stock are convertible as of the record date fixed for the
determination of the holders of common stock of the Corporation entitled to
receive such distribution.

         8.5      No adjustment in the Conversion Rate will be required unless
such adjustment would require a change of at least .01 in the Conversion Rate
then in effect; provided, however, that any adjustment that would otherwise be
required to be made shall be carried forward and taken into account in any
subsequent adjustment.

         8.6      In the case of any consolidation or merger to which the
Corporation is a party and as a result of which holders of common stock shall be
entitled to receive securities, cash or other property with respect to or in
exchange for such common stock, or in case of any sale or conveyance to another
corporation of the property of the Corporation as an entirety or substantially
as an entirety, or in case of any reclassification or change in outstanding
shares of common stock (other than a change in par value, or from par value to
no par value or from no par value to par value, or as a result of a subdivision
or combination of the common stock) there will be no adjustment of the
Conversion Rate but the holder of each share of Series B Preferred Stock then
outstanding will have the right thereafter to convert such share into the

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kind and amount of securities, cash or other property which such holder would
have owned or have been entitled to receive immediately after such consolidation
or merger, sale or conveyance or reclassification or change had such share been
converted immediately prior to the effective date of such consolidation or sale
or conveyance or reclassification or change. If, in the case of any such
consolidation, merger, sale or conveyance, the stock or other securities and
property receivable thereupon by a holder of shares of common stock includes
shares of stock, securities or other property or assets (including cash) of an
entity other than the successor or acquiring entity, as the case may be, in such
consolidation, merger, sale or conveyance, then the Corporation shall enter into
an agreement with such other entity for the benefit of the holders of Series B
Preferred Stock that shall contain such provisions to protect the interests of
such holders as the Board of Directors shall reasonably consider necessary by
reason of the foregoing.

         8.7      The Corporation shall at all times reserve and keep available,
out of its authorized but unissued common stock or out of shares of common stock
held in its Treasury, solely for the purpose of effecting the conversion of the
shares of the Series B Preferred Stock, the full number of shares of common
stock deliverable upon the conversion of all shares of the Series B Preferred
Stock from time to time outstanding. The Corporation shall from time to time, in
accordance with the laws of the Commonwealth of Pennsylvania, increase the
authorized amount of its common stock if at any time the authorized number of
shares of common stock remaining unissued or available from Treasury shall not
be sufficient to permit the conversion of all of the shares of the Series B
Preferred Stock at the time outstanding.

         8.8      The Corporation will pay any and all issue taxes that may be
payable in respect of any issue or delivery of shares of common stock on
conversion of shares of the Series B Preferred Stock pursuant to this section 8.
The Corporation shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the issue and delivery of shares
of common stock in a name other than that in which the shares of the Series B
Preferred Stock so converted were registered, and no such issue or delivery
shall be made unless and until the person requesting such change in registration
has paid to the Corporation the amount of any such tax, or has established to
the satisfaction of the Corporation, that such tax has been paid.

         8.9      If any shares of common stock issuable upon conversion of the
Series B Preferred Stock require registration with or approval of any
governmental authority under any federal or state law before such shares may be
lawfully issued upon conversion, then the Corporation shall, in good faith and
as expeditiously as possible, endeavor to obtain such registration or approval,
as the case may be, but shall not be required to issue such shares until the
requisite registration or approval has been obtained.

         8.10     The Corporation reserves the right to make any adjustment in
the Conversion Rate in addition to those required in the foregoing provisions as
the Corporation in its discretion shall determine to be advisable in order that
certain stock-related distributions hereafter made by the Corporation to its
stockholders shall not be taxable. Except as stated above, the Conversion Rate
will not be adjusted for the issuance of common stock or any securities
convertible into or exchangeable for common stock or carrying the right to
purchase any of the foregoing.

         Upon conversion no adjustments will be made for accrued dividends and,
therefore, shares of the Series B Preferred Stock surrendered for conversion
during the period between the close of business on any dividend payment record
date and the opening of business on the corresponding dividend payment date
(except shares called for redemption on a date during such period) must be
accompanied by payment of an amount equal to the dividend payable on such shares
on such dividend payment date.

         8.11     In the case of any share of Series B Preferred Stock that is
converted after any record date with respect to the payment of a dividend on the
Series B Preferred Stock and on or prior to the date on which such dividend is
payable by the Corporation (the "Dividend Due Date") the dividend due on such
Dividend Due Date shall be payable on such Dividend Due Date to the holder of
record of such shares as of such preceding record date notwithstanding such
conversion. Shares of Series B Preferred Stock surrendered for conversion during
the period from the close of business on any record date with respect to the
payment of a dividend on the Series B Preferred Stock next preceding any
Dividend Due Date to the opening of business on such Dividend Due Date shall
(except in the case of shares of Series B Preferred Stock which have been called
for redemption on a redemption date within such period) be accompanied by
payment in

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next-day funds or other funds acceptable to the Corporation of an amount equal
to the dividend payable on such Dividend Due Date on the share of Series B
Preferred Stock being surrendered for conversion. The dividend with respect to a
share of Series B Preferred Stock called for redemption on a redemption date
during the period from the close of business on any record date with respect to
the payment of a dividend on the Series B Preferred Stock next preceding any
Dividend Due Date to the opening of business on such Dividend Due Date shall be
payable on such Dividend Due Date to the holder of record of such share on such
dividend record date notwithstanding the conversion of such share of Series B
Preferred Stock after such record date and prior to such Dividend Due Date, and
the holder converting such share of Series B Preferred Stock need not include a
payment of such dividend amount upon surrender of such share of Series B
Preferred Stock for conversion. Except as provided in this paragraph, no payment
or adjustment shall be made upon any conversion on account of any dividends
accrued on shares of Series B Preferred Stock surrendered for conversion or on
any dividends on the shares of Common Stock issued upon conversion.

         9.       Miscellaneous.


         9.1      The "current market price" of the Corporation's common stock,
for purposes of this Resolution, shall mean the average, for the ten trading
days immediately preceding the date as of which "current market price" is to be
determined, of (A) the median of the highest bid price and lowest ask price per
share of the Corporation's common stock as reported by the National Association
of Securities Dealers Automated Quotation System, or any similar system of
automated dissemination of quotations of securities prices then in common use,
if so quoted, or (B) if the Corporation's common stock is listed or admitted for
trading on any national securities exchange, the last sale price, or the closing
bid price if no sale occurred, of the Corporation's common stock on the
principal securities exchange on which the Corporation's common stock is listed.
If the Corporation's common stock is quoted on a national securities or central
market system, in lieu of a market or quotation system described above, "current
market price" shall be determined in the manner set forth in clause (A) of the
preceding sentence if bid and asked quotations are reported but actual
transactions are not, and in the manner set forth in clause (B) of the preceding
sentence if actual transactions are reported. If none of the conditions set
forth above is met, the "current market price" shall be the average of actual
sale prices of the Corporation's common stock during the ten business days
immediately preceding the date as of which "current market price" is to be
determined.

         9.2      The shares of Series B Preferred Stock shall not have any
relative or special rights and powers other than as set forth in this Resolution
and in the Articles of Incorporation, as amended, of the Corporation.

Section II.  Common Stock

         Except for and subject to those rights expressly granted to holders of
the Preferred Stock by resolution or resolutions adopted by the Board of
Directors pursuant to Section I of this Article 5 and except as may be provided
by the laws of the Commonwealth of Pennsylvania, holders of the Common Stock
shall have exclusively all other rights of shareholders.

Section III.  Preemptive Rights; Cumulative Voting

         A.       The Corporation may issue shares, option rights, securities
having conversion or option rights and any other securities of any class without
first offering them to shareholders of any class or classes.

         B.       The shareholders shall not have any right of cumulative
voting.

                                   ARTICLE 6

         A.       Except as provided in paragraph C below, no corporate action
of a character described in paragraph B below, and no agreement, plan or
resolution providing therefor, shall be valid or binding upon the Corporation
unless such corporate action shall have been approved in compliance with all
applicable provisions of the Florida Business Corporation Act and these Articles
and shall have been authorized by the affirmative vote of at least seventy-five
percent

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of the outstanding shares of Common Stock entitled to vote, given in person or
by proxy, at a meeting called for such purpose.

         B.       Corporate actions subject to the voting requirements of this
Article 6 shall be:

                  (i)      any merger or consolidation, or any sale, lease,
         exchange or other disposition, in a single transaction or series of
         related transactions, of all or substantially all or a substantial part
         of the properties or assets of the Corporation; or

                  (ii)     removal of the entire Board of Directors, a class of
         Directors or any member of the Board of Directors during his term
         without cause.

         C.       The voting requirements of this Section shall not apply to any
transaction of a character described in clause (i) of paragraph B above if the
Board of Directors shall have approved and recommended the transaction prior to
the consummation thereof.

         D.       Except if otherwise specifically provided in the Bylaws of the
Corporation such Bylaws may be altered or repealed and new Bylaws may be adopted
by the Board or by the affirmative vote of the holders of at least seventy-five
percent of the outstanding Common Stock entitled to vote.

         E.       For purposes of this Article 6, the following definitions
shall apply:

                  (i)      "Person" shall mean an individual, a corporation, a
         partnership, an association, a joint-stock company, a trust, any
         unincorporated organization, a government or political subdivision
         thereof and any other entity.

                  (ii)     "Substantial Part" shall mean more than twenty
         percent of the total consolidated assets of the Corporation, as shown
         on its consolidated balance sheet as of the end of the most recent
         fiscal year.

         F.       The affirmative vote of the holders of at least seventy-five
percent of the outstanding shares of Common Stock entitled to vote shall be
required to amend or repeal this Article 6.

                                    ARTICLE 7

         A.       The Board of Directors of the Corporation. when evaluating any
proposal

                  (i)      involving a tender or exchange offer for any security
         of the Corporation,

                  (ii)     to merge or consolidate the Corporation with another
         corporation or other person, or

                  (iii)    to purchase or otherwise acquire all or substantially
         all or a substantial part of the properties or assets of the
         Corporation,

shall, in connection with the exercise of its judgment in determining what is in
the best interests of the Corporation and its shareholders, give due
consideration to all relevant factors, including without limitation, the
long-term prospects and interests of the corporation and its shareholders, and
the social, economic, legal or other effects of any action on the employees,
suppliers, customers of the corporation or its subsidiaries, the communities and
societies in which the corporation or its subsidiaries operate, and the economy
of the state and the nation.

         The definitions set forth in Article 6, paragraph E of these Articles
shall apply to this Article 7.

         B.       If the Board of Directors determines that a proposal of a
character described in clause (i) or (ii) or (iii) of paragraph a above should
be rejected, it may take any lawful action to accomplish its purpose, including,
but not

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limited to, any or all of the following: advising shareholders not to accept the
proposal; instituting litigation against the party making the proposal; filing
complaints with governmental and regulatory authorities; acquiring the
Corporation's securities; selling or otherwise issuing authorized but unissued
securities or treasury stock or granting options with respect thereto; acquiring
a company to create an antitrust or other regulatory problem for the party
making the proposal; and obtaining a more favorable offer from another
individual or entity.

         C.       The affirmative vote of the holders of at least seventy-five
percent of the outstanding shares of Common Stock entitled to vote shall be
required to amend or repeal this Article 7.

                                    ARTICLE 8

         The following are provisions for the regulation of the internal affairs
and business of the Corporation:

         A.       BYLAWS

         The Board of Directors of the Corporation shall have the power to make,
alter, amend and repeal such Bylaws as it may deem necessary and convenient for
the regulation and management of the Corporation not inconsistent with law or
the Articles.

         B.       INDEMNIFICATION

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

         C.       RESERVED POWER

         The Corporation shall be deemed for all purposes to have reserved the
right to alter, change, or repeal any provision contained in its Articles or
Bylaws to the extent now or hereafter permitted or prescribed by law, and all
rights herein conferred upon shareholders and others are granted subject to such
reservation.

                                    ARTICLE 9

         Any or all classes and series of shares or any part thereof, may be
uncertificated shares to the extent now or hereafter permitted or prescribed by
law.

                                   ARTICLE 10

         To the fullest extent permitted by law, no director of the Corporation
shall be personally liable for monetary damages for any action taken, or any
failure to take any action.

         IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation this 20th day of March, 2001.


                                                /s/ James G. Orie
                                               -------------------------------
                                               James G. Orie
                                               Incorporator

                                      16

EX-4.2

   1



                                                                     EXHIBIT 4.2

                          BYLAWS OF F.N.B. CORPORATION
                              A Florida Corporation

                          Adopted as of March 23, 2001


                                    ARTICLE I
                                  SHAREHOLDERS

         SECTION 1. ANNUAL MEETING. The regular annual meeting of the
shareholders for the election of directors and the transaction of whatever other
business may properly come before the meeting shall be held at the principal
office of the Corporation, at 2 o'clock, p.m. on the fourth Wednesday of April
of each year, or at such other time and place as the Board of Directors may
designate. Notice of such meeting shall be given not less than ten days prior to
the date thereof, addressed to each shareholder at his/her address appearing on
the books of the Corporation.

         SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may
be called by the Chairman of the Board or the President, or by the Secretary
pursuant to a resolution or at the written direction of 75% of the members of
the Board of Directors, or by the holders of not less than 10% of the
outstanding shares of the Corporation. Special meetings may be held at such
place within or without the State of Florida as shall be specified in the notice
thereof. Except as otherwise required by law or by the Articles, written notice
of the time, place and purpose or purposes of every special meeting of
shareholders shall be given not less than 10 nor more than 60 days before the
date of the meeting to each shareholder entitled to vote at the meeting. At any
special meeting only such business may be transacted which is related to the
purpose or purposes set forth in the notice thereof.

         SECTION 3. RECORD DATE FOR MEETINGS AND OTHER PURPOSES. For the purpose
of determining the shareholders entitled to notice of or to vote at any meeting
of shareholders, or to express consent to or dissent from any proposal without a
meeting, or for the purpose of determining shareholders entitled to receive
payment of any dividend or allotment of any right, or for the purpose of any
other action, the Board shall fix, in advance, a date as the record date for any
such determination of shareholders. Such date shall not be more than 70 days
before the date of such meeting or other action.

         When a determination of shareholders of record entitled to notice of or
to vote at any meeting of shareholders has been made as provided in this
Section, such determination shall apply to any adjournment thereof; provided,
however, that if a meeting is adjourned to a date more than 120 days from the
original date of the meeting, the Board shall fix a new record date.

         When a meeting is adjourned to another time or place, it shall not be
necessary to give notice of the adjourned meeting if the time and place to which
the meeting is adjourned are announced at the meeting at which the adjournment
is taken and at the adjourned meeting only such business is transacted as might
have been transacted at the original meeting.

         SECTION 4. QUORUM FOR MEETINGS. Except as otherwise required by law or
in the Articles, the holders of shares entitled to cast a majority of the votes
present at a meeting of shareholders in person or by proxy shall constitute a
quorum at such meeting for the transaction of business, but the shareholders
present may adjourn any meeting to another time or place despite the absence of
a quorum. The shareholders present in person or by proxy at a duly organized
meeting may continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.

         Whenever the holders of any class or series of shares are entitled to
vote separately on a specified item of business, the provisions of this Section
shall apply in determining the presence of a quorum of such class or series for
the transaction of such specified item of business.

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         SECTION 5. PRESIDING OFFICER AND SECRETARY. At any meeting of the
shareholders, if neither the Chairman of the Board, if there be one, nor the
President nor a Vice President nor a person designated by the Board to preside
at the meeting shall be present, the shareholders shall appoint a presiding
officer for the meeting. If neither the Secretary nor an Assistant Secretary
shall be present, the appointee of the person presiding at the meeting shall act
as Secretary of the meeting.

         SECTION 6. JUDGE OF ELECTION. The Board may, in advance of any
shareholders' meeting, appoint one or three Judges of Election to act at the
meeting or any adjournment thereof. If a Judge of Election is not so appointed,
the person presiding at the shareholders' meeting may, and on the request of any
shareholder entitled to vote thereat shall, make such appointment. In case any
person appointed as Judge of Election fails to appear or act, the vacancy may be
filled by appointment made by the Board in advance of the meeting or at the
meeting by the person presiding at the meeting. No person shall be elected a
director at a meeting at which he has served as a Judge of Election.

         The Judge of Election shall determine the number of shares outstanding
and the voting power of each, the shares represented at the meeting, the
existence of a quorum, the validity and effect of proxies, and shall receive
votes, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, determine the result, and
do such acts as are proper to conduct the election or vote with fairness to all
shareholders. If there are three Judges of Election the act of majority shall
govern. On request of the person presiding at the meeting or any shareholder
entitled to vote thereat, the Judge of Election shall make a report in writing
of any challenge, question or matter determined by him or her. Any such report
shall be prima facie evidence of the facts therein stated, and shall be filed
with the minutes of the meeting.

         SECTION 7. VOTING. Whenever directors are to be elected by the
shareholders, they shall be elected by a plurality of the votes cast at the
meeting of shareholders by the holders of shares entitled to vote for such
directors.

         Whenever any action other than the election of directors is proposed to
be taken by vote of the shareholders, except as otherwise expressly required by
law, in the Articles or in these Bylaws, it shall be authorized by a majority of
the votes cast at the meeting of shareholders by the holders of shares entitled
to vote thereon.

         Except as otherwise provided by the Articles, each shareholder of the
Corporation entitled to vote on any matter at any meeting of shareholders shall
be entitled to one vote for every such share standing in his/her name on the
record date for the meeting.

         Elections of directors need not be by ballot unless required by vote of
the shareholders before the voting for election of directors begins. Otherwise,
the method of voting at any election of directors and upon any other matter
before a meeting shall be determined at the discretion of the person presiding
at the meeting.

         SECTION 8. VOTING LIST. The Secretary of the Corporation, or other
officers or agents designated by the Board of Directors, shall make a complete
list of the shareholders entitled to vote at each meeting arranged in alphabetic
order with the addresses and the number of shares held by each. The list shall
be available for inspection by any shareholder at least ten days prior to the
meeting and shall be produced and kept open at the meeting and shall be subject
to inspection by any shareholder during the meeting.

         SECTION 9. NOTICE OF SHAREHOLDER PROPOSALS. No proposal submitted by a
shareholder of the Corporation for consideration at the annual meeting of the
shareholders will be considered at any such meeting unless the Secretary of the
Corporation has received written notice of the matter proposed to be presented
from the shareholder on or prior to the date which is 120 days prior to the date
on which the Corporation first mailed its proxy materials for the prior year's
annual meeting of shareholders.



                                       2

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                                   ARTICLE II
                               BOARD OF DIRECTORS

         SECTION 1. POWERS. The business and affairs of the Corporation shall be
managed by its Board of Directors (herein referred to as the "Board").

         SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS. The entire Board
shall consist of that number of directors, not less than five nor more than 25,
as shall from time to time be prescribed by the Board. Directors shall be at
least 21 years of age but need not be United States citizens, residents of
Florida nor shareholders of the Corporation.

         SECTION 3. CLASSIFICATION OF DIRECTORS. The board of directors shall be
divided into three classes, designated Class I, Class II and Class III. Each
class shall consist, as nearly as may be possible, of one-third of the total
number of directors constituting the entire Board of Directors. The term of the
Corporation's initial Class I directors shall expire at the Corporation's 2002
annual meeting of shareholders; the term of the Corporation's initial Class II
directors shall expire at the Corporation's 2003 annual meeting of shareholders;
and the term of the Corporation's initial Class III directors shall expire at
the Corporation's 2004 annual meeting of shareholders.

         At each annual meeting of the shareholders, successors to the class of
directors whose term expires at the annual meeting shall be elected for a
three-year term. Except as provided in Section 6, a director shall hold office
until the annual meeting for the year in which his term expires and until his
successor shall be elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification or removal from office.

         SECTION 4.  NOMINATION OF DIRECTORS.

         (a)      By Board Resolution. Prior to each annual meeting, and subject
to the power accorded to it under Section 2 of this Article, the Board shall
nominate candidates to succeed the directors of the class whose terms will
expire at such meeting and shall disclose the identity and credentials of such
nominees to the shareholders by means of a proxy statement filed and
disseminated pursuant to Regulation 14A adopted under the federal Securities
Exchange Act of 1934 (or any successor regulation or statute).

         (b)      By Shareholders. Nominations for election of directors may
also be made by any shareholder entitled to vote for the election of directors
if written notice (the "Notice") of the shareholder's intent to nominate a
director at the meeting is given by the shareholder and received by the
Secretary of the Corporation in the manner and within the time specified herein.
The Notice shall be delivered to the Secretary not less than 14 days prior to
the meeting of the shareholders called for the election of directors; except
that if less than 21 days' notice of the meeting is given to shareholders, the
Notice shall be delivered to the Secretary not later than the earlier of the
seventh day following the day on which notice of the meeting was first mailed to
shareholders or the fourth day prior to the meeting. In lieu of delivery to the
Secretary, the Notice may be mailed to the Secretary by certified mail, return
receipt requested, but shall be deemed to have been given only upon actual
receipt by the Secretary.

         (c)      Contents of Notice. The Notice shall be in writing and shall
contain or be accompanied by:

                  (1)      the name and address of the nominating shareholder;

                  (2)      a representation that the shareholder is a holder of
                           record of the Corporation's voting stock and intends
                           to appear in person or by proxy at the meeting to
                           nominate the person or persons specified in the
                           Notice;

                  (3)      such information regarding each nominee as would have
                           been required to be included in a proxy statement
                           filed pursuant to Regulation 14A under the Securities
                           Exchange Act of 1934 (or pursuant to any successor
                           act or regulation) had proxies been solicited with
                           respect to such nominee by the Board;

                                       3

   4



                  (4)      a description of all arrangements or understandings
                           among the shareholder and each nominee and any other
                           person or persons (naming such person or persons)
                           pursuant to which the nomination or nominations are
                           to be made by the shareholder;

                  (5)      the written consent of each nominee to serve as a
                           director of the Corporation if so elected; and

                  (6)      such other information as may be required by any
                           applicable law or regulation.

         (d)      Determination of Compliance. The Judge or Judges of Election,
or if a Judge or Judges of Election shall not have been appointed pursuant to
these bylaws the presiding officer at the meeting, may if the facts warrant,
determine and declare to the meeting that any nomination made at the meeting
pursuant to paragraph (b) hereof was not made in accordance with the procedures
of this Section 4 and, in such event, that nomination shall be invalid. Any
decision by the presiding officer shall be conclusive and binding upon all
shareholders of the Corporation for any purpose.

         SECTION 5. TERM OF DIRECTORS. Each director shall hold office for the
term for which he/she is elected and thereafter until his/her successor is duly
elected and qualified or until his/her earlier death, resignation or removal.

         SECTION 6. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Any directorship
not filled at the annual meeting and any vacancy occurring in the Board, however
caused (including any vacancy created as a result of any increase in the number
of directors) may be filled by the affirmative vote of a majority of the
incumbent directors or by a sole remaining director. If one or more directors
shall resign from the Board effective at a future date, a majority of directors
then in office, including those who have so resigned, shall have the power to
fill such vacancy or vacancies, to take effect when such resignation or
resignations shall become effective.

         If the number of directors is changed, any increase or decrease shall
be apportioned among the classes so as to maintain the number of directors in
each class as nearly equal as possible, and any additional director of any class
elected to fill a vacancy resulting from an increase in such class shall hold
office until the next annual meeting of shareholders, but in no case will a
decrease in the number of directors shorten the term of any incumbent director.

         SECTION 7. RESIGNATIONS. Any director may resign by written notice
delivered to the Secretary. A resignation shall be effective upon receipt or at
such subsequent time as shall be specified in the notice of resignation.

         SECTION 8. MEETINGS. Meetings of the Board, regular or special, may be
held at any place within or without the State of Florida as the Board from time
to time may fix or as shall be specified in the respective notice or waivers of
notice thereof. An annual meeting of the Board for the appointment of officers
shall be held on the day on which the annual meeting of the shareholders shall
have been held, or as soon after the holding of such meeting of shareholders as
is practicable. The Board may fix times and places for regular meetings of the
Board and no notice of such meetings need be given. Special meetings of the
Board shall be held whenever called by the Chairman of the Board, if there be
one, the President or a majority of the members of the Board. Notice of each
such meeting shall be given by the Secretary or the person calling the meeting
to each director either personally or by mailing the same not later than the
second day before the meeting, or by facsimile transmission, telegraphing,
cabling, telephoning or personal delivery or communication of same no later than
the day before the meeting. Notice of a meeting need not be given to any
director who signs a waiver of notice whether before or after the meeting, or
who attends the meeting without protesting prior to the conclusion of the
meeting the lack of notice to him. Neither the business to be transacted at, nor
the purpose of, any meeting of the Board need be specified in the notice or
waiver of notice of such meeting. Notice of an adjourned meeting need not be
given if the time and place are fixed at the meeting adjourning and if the
period of adjournment does not exceed ten days in any one adjournment.

         SECTION 9. COMMITTEES OF THE BOARD.
         (a)      The Board, by resolution adopted by a majority of the entire
Board, shall appoint from among its members an Audit Committee, a Nominating
Committee and a Compensation Committee, and may appoint an Executive Committee
and one or more other committees, each of which shall have at least three
members.

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         (b)      The Executive Committee, if so created, shall have and may
exercise all the powers and authority of the Board except as limited by
applicable law or by the Board.

         (c)      The Audit Committee shall review periodically the
Corporation's processes for producing financial data, its internal controls and
the independence of its external auditors and such other similar matters as the
Board from time to time may determine. Its members shall not include any person
employed by the Corporation or any subsidiary.

         (d)      The Nominating Committee shall recommend to the Board
candidates to be nominated for election as directors in accordance with the
provisions of Section 4(a) of this Article II and shall, when circumstances in
its judgment so require, formulate plans and procedures for executive management
succession, and may exercise such other powers, as may, from time to time, be
lawfully granted by the Board of Directors. The majority of the Nominating
Committee shall be persons who are not employees of the Corporation or any
subsidiary.

         (e)      The Compensation Committee shall recommend to the Board the
amounts of salary, bonus and other benefits of employment to be paid as current
or deferred remuneration to all executive officers of the Corporation and may
exercise such other powers as may, from time to time, be lawfully granted by the
Board of Directors.

         (f)      The Board, by resolution adopted by a majority of the entire
Board, may:

                  (i)      Fill any vacancy in any such committee;

                  (ii)     Appoint one or more directors to serve as alternate
                           members of any such committee, to act in the absence
                           or disability of members of any such committee with
                           all the powers of such absent or disabled members;
                           and

                  (iii)    Remove any director from membership on such committee
                           at any time, with or without cause.

         (g)      Actions taken at a meeting of each committee shall be kept in
a record of its proceedings which shall be reported to the Board at its next
meeting following each committee meeting.

         SECTION 10. NOTICES AND MEETINGS OF COMMITTEES. Meetings of any
committee of the Board, regular or special, may be held at any place within or
without the State of Florida as such committee from time to time may fix or as
shall be specified in the respective notice or waivers of notice thereof, but no
notice of regular meetings need be given. Notice of such special meeting shall
be given to each member of such committee in the manner specified in Section 8
of this Article II. Notice of the meeting need not be given to any member who
signs a waiver of notice whether before or after the meeting, or who attends the
meeting without protesting prior to the conclusion of the meeting the lack of
notice to him. Neither the business to be transacted at, nor the purposes of,
any meeting of a committee need be specified in the notice or waiver of notice
of such meeting.

         SECTION 11. QUORUM AND ACTIONS BY COMMITTEE. A majority of each
committee shall constitute a quorum for the transaction of business. The act of
the majority of the members present at a meeting at which a quorum is present
shall be the act of any such committee. Each committee shall have and may
exercise such authority to the extent provided by these Bylaws or in the
resolution creating such committee.

         SECTION 12. RESIGNATIONS FROM COMMITTEES. Any member of a committee may
resign by written notice to the Secretary. A resignation shall be effective upon
receipt thereof by the Secretary of the Board or at such subsequent time as
shall be specified in the notice of resignation.

         SECTION 13. COMPENSATION OF DIRECTORS. The Board, by the affirmative
vote of a majority of directors in office and irrespective of any personal
interest of any of them, may establish reasonable compensation of directors for
services to the Corporation and its subsidiaries as directors and as members of
any committee of the Board of the Corporation and its subsidiaries.

                                       5

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         SECTION 14. QUORUM. Unless otherwise provided by law, the Articles or
these Bylaws, a majority of the directors in office shall constitute a quorum
for the transaction of business and the acts of the majority of the directors
present and voting at a meeting at which a quorum is present, shall be the acts
of the Board of Directors.

         SECTION 15. ACTION OF BOARD OR COMMITTEES WITHOUT A MEETING. Any action
required or permitted to be taken pursuant to authorization voted at a meeting
of the Board or any committee thereof may be taken without a meeting if, prior
or subsequent to such action, all members of the Board or of such committee, as
the case any be, consent thereto in writing and such written consent is filed
with the minutes of the proceedings of the Board or such committee. Any such
actions shall be reported to the Board at the next meeting following such
action.

         SECTION 16. ACTION OF BOARD OR COMMITTEES BY TELEPHONE CONFERENCE.
Directors may participate in meetings of the Board or committees of the Board by
means of conference telephone or other similar communications equipment by means
of which all persons participating in the meeting can hear each other.

         SECTION 17. DIRECTOR'S LIABILITY. To the fullest extent permitted by
law, no director of the Corporation shall be personally liable for monetary
damages for any action taken, or any failure to take any action.

                                   ARTICLE III
                             OFFICERS AND EMPLOYEES

         SECTION 1. CHAIRMAN OF THE BOARD. The Board of Directors may appoint
one of its members to be Chairman of the Board to serve at the pleasure of the
Board. The duties of the Chairman shall be to preside at all meetings of the
Board of Directors and to provide a proposed agenda for all such meetings. The
Chairman shall also have and may exercise such further powers and duties as from
time to time may be determined by the Board of Directors.

         SECTION 2. PRESIDENT. The Board of Directors shall appoint one of its
members to be President of the Corporation. In the absence of the Chairman, the
President shall preside at all meetings of the Board. The President shall also
have and may exercise such further powers and duties as from time to time may be
determined by the Board of Directors.

         SECTION 3. CHIEF EXECUTIVE OFFICER. The Board of Directors shall
appoint a Chief Executive Officer. The Chief Executive Officer shall have and
may exercise all the powers and duties pertaining, by law, regulation or
practice, to the position of Chief Executive Officer and shall have and may
exercise such further powers and duties as from time to time may be determined
by the Board of Directors. Unless the Chairman or another executive officer or
group shall have been so designated and empowered by the Board of Directors, the
President shall be the Chief Executive Officer of the Corporation.

         SECTION 4. VICE PRESIDENTS. The Board of Directors may appoint one or
more Vice Presidents, with or without designation as Executive Vice President,
Senior Vice President or other title differentiation as it deems appropriate.
Each Vice President shall have and may exercise any and all powers and duties
which may be determined by the Board of Directors or the Chief Executive
Officer. One Vice President may be designated by the Board of Directors, in the
absence of the President, to perform all the duties of the President.

         SECTION 5. SECRETARY. The Board of Directors shall appoint a Secretary,
who shall be Secretary of the Board and of the Corporation, and shall keep
accurate records of all proceedings of the Board and of the shareholders. The
Secretary shall attend to the giving of all notices required by these Bylaws to
be given, shall be custodian of the corporate seal, and shall have and may
exercise any and all other powers and duties pertaining, by law, regulation or
practice, to the office of Secretary. The Secretary shall also have and may
exercise such other powers and duties as may be determined by the Board of
Directors, the Chairman of the Board or the Chief Executive Officer.

         SECTION 6. TREASURER. The Board of Directors shall appoint a Treasurer
who shall have charge of all funds and securities of the Corporation. The
Treasurer shall have and may exercise any and all other powers and duties
pertaining,

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by law, regulation or practice, to the office of Treasurer. The Treasurer shall
also have and may exercise such other powers and duties as may be determined by
the Board of Directors or the Chief Executive Officer.

         SECTION 7. ELECTION AND TERM OF OFFICE. Except for filling officer
vacancies or officer positions established after the Annual Meeting, all
Executive and Senior Vice Presidents and other officers of the Corporation whose
responsibilities include participation in major policy making decisions shall be
elected or appointed by the Board of Directors annually. All Vice Presidents,
Assistant Vice Presidents and other officers who do not participate in major
policy making decisions of the Corporation shall be appointed by the Chief
Executive Officer. If the election of Officers shall not be held as provided
herein, such election shall be held as soon thereafter as conveniently may be.
Each Officer shall hold office until a successor shall have been duly elected
and shall have qualified, or until the expiration of such Officer's term in
office if elected or appointed for a specified period of time, or until his or
her earlier death, retirement, termination, resignation or removal.

                                   ARTICLE IV
                            SHARES OF THE CORPORATION

         SECTION 1. CERTIFICATES FOR SHARES. Each certificate representing any
share of the stock of any class shall be signed in the name of the Corporation
by the Chairman or President or any Vice President, and the Treasurer or an
Assistant Treasurer or Secretary or an Assistant Secretary, or any other officer
appointed by the Board of Directors for that purpose to be known as an
Authorized Officer. Any of said signatures may be engraved, printed, impressed
or placed on certificates by facsimile process. Certificates may be sealed with
the seal of the Corporation or a facsimile thereof and shall contain such
information as is required by law to be stated thereon. Certificates may be
countersigned by a transfer agent or registrar who is not an officer or employee
of the Corporation. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon such certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of its
issue.

         SECTION 2. UNCERTIFICATED SHARES. Any or all classes and series of
shares, or any portion thereof, may be declared uncertificated shares, except
that no share that is represented by a certificate shall be deemed
uncertificated until the certificate representing that share is surrendered to
the Corporation. Within a reasonable time after the issuance or transfer of
uncertificated shares the Corporation shall send to the registered owner of the
share a written notice containing such information as is required by law. Except
as otherwise expressly provided by law, the rights and obligations of holders of
uncertificated shares of a class or series shall be identical to the rights and
obligations of holders of certificated shares of that same class or series.

         SECTION 3. TRANSFER AGENTS AND REGISTRARS. The Board may appoint one or
more transfer agents and one or more registrars with respect to the certificates
representing shares of stock of the Corporation, and may require all such
certificates to bear the signature of either or both.

         SECTION 4. RECORD OF SHAREHOLDERS. The Corporation shall keep at its
registered office in the State of Florida, or at the office of its transfer
agent within or without the State of Florida a record containing the names and
addresses of all shareholders, the number, class and series of shares held by
each and the dates when they respectively became the owners of record thereof.
The Corporation shall be entitled to treat the persons in whose names shares
stand on the record of shareholders as owners thereof for all purposes.

         SECTION 5. LOST, DESTROYED OR MUTILATED CERTIFICATES. The holder of any
shares of the Corporation shall immediately notify the Corporation of any loss,
destruction or mutilation of the certificate or certificates issued for such
shares. The Corporation may cause a new certificate or certificates to be issued
to such holder, in case of mutilation upon the surrender of the mutilated
certificate, or in case of loss or destruction upon satisfactory proof of such
loss or destruction and the deposit of a bond in such form and in such sum, and
with such surety or sureties, as may be required pursuant to such policies as
may be adopted by the Board of Directors.


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                                    ARTICLE V
                                  MISCELLANEOUS

         SECTION 1. SEAL. The seal of the Corporation shall be in such form as
may be approved from time to time by the Board. The Corporation may use the seal
by causing it or a facsimile to be affixed or impressed or reproduced in any
manner.

         SECTION 2. CHECKS, NOTES DRAFTS, ETC. Checks, notes, drafts,
acceptances, bills of exchange and other orders or obligations for the payment
of money shall be signed by such officer or officers or person or persons as the
Board shall from time to time determine.

         SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall be the
calendar year.

         SECTION 4. OFFICES. The registered office of the Corporation in Florida
shall be at 2150 Goodlette Road North, 8th Floor, Naples, Florida 34102, until
otherwise established by the Board of Directors and a record of any such change
is duly filed with the State of Florida in the manner provided by law. The
Corporation may also have offices at such other places within or without Florida
as the Board of Directors may from time to time determine or as the business of
the Corporation may require.

         SECTION 5.  EXCEPTIONS TO REQUIREMENT FOR NOTICE.

         (a)      Whenever any notice or communication is required to be given
to any person under these Bylaws or otherwise and the proper officers have
determined that the giving of such notice or communication to that person is
then unlawful, the giving of the notice of communication to that person shall
not be required notwithstanding any other provision contained herein to the
contrary.

         (b)      Notices or other communications shall not be sent, unless
otherwise directed by the Board of Directors, to any shareholder with whom the
Corporation has been unable to communicate for more than 24 consecutive months
because communications to the shareholder are returned unclaimed or the
shareholder has otherwise failed to provide the Corporation with a current
address. Whenever the shareholder provides the Corporation with a current
address, the Corporation shall commence sending notices and other communications
to the shareholder in the same manner as to other shareholders.

                                   ARTICLE VI
                                   AMENDMENTS

         These Bylaws may be altered or repealed and new Bylaws may be adopted
by the affirmative vote of at least 75% of the members of the Board of Directors
or by the affirmative vote of the holders of at least 75% of the outstanding
stock entitled to vote thereon.

                                       8

EX-4.3

   1

                                                                     EXHIBIT 4.3
                             A BANK HOLDING COMPANY
                   FORMED UNDER THE BANK HOLDING COMPANY ACT
                OF 1956, AS AMENDED, OPERATING UNDER REGULATIONS
            OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM


                                                                                    

NUMBER                              F.N.B. CORPORATION                                     SHARES



                                                                                          CUSIP 302520 10 1


THIS CERTIFIES THAT


                                                              SPECIMEN


IS THE OWNER OF

                                                 SHARES OF COMMON CAPITAL STOCK OF

F.N.B. CORPORATION, hereinafter called the "Corporation", transferable only on the books of the Corporation by the holder hereof in
person, or by duly authorized attorney, upon the surrender of this certificate properly endorsed.

         The amount of Common Capital Stock is set forth on the books of the Corporation. The par value of the shares of said stock
is set forth in the Articles of Incorporation of the Corporation and the amendments thereto, which are hereby expressly incorporated
herein by reference.

         IN WITNESS WHEREOF, the Corporation has caused the signatures of its duly authorized Officers, and its seal to be hereunto
affixed.

                                                                                          Dated:
                                    [F.N.B. CORPORATION
/s/ Peter Mortensen                   CORPORATE SEAL                                      /s/ Gary L. Tice
Chairman                               2001 FLORIDA]                                      President



                                                            Countersigned
                                           By F.N.B. Shareholder Services Transfer Agent

                                                        Authorized Signature