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                                                                     EXHIBIT 4.7



                               F.N.B. CORPORATION

               Second Officers' Certificate Pursuant to Indenture


         Pursuant to Sections 102 and 301 of the Indenture dated as of May 15,
1992, as amended (the "Indenture), between F.N.B. Corporation (the "Company")
and J.P. Morgan Trust Company, N.A., as successor to Northern Central Bank, as
Trustee (the "Trustee"), the undersigned hereby certify, in connection with the
issuance by the Company of the Securities described herein, that:

         (1)      There shall be the following series of Securities issuable
                  under the Indenture and pursuant to this Officers'
                  Certificate: (i) Subordinated Term Notes Series 2003 having
                  the following maturities (with the notes of each maturity
                  constituting a separate series under the Indenture): 3, 6, 9,
                  12, 15, 18, 21, 24, 27, 30, 36, 48, 60, 84 and 120 months
                  (collectively, the "Term Notes"); and (ii) Subordinated
                  Special Daily Notes Series 2003 (the "Special Daily Notes")
                  (the Term Notes and the Special Daily Notes are sometimes
                  collectively referred to herein as the "Notes").

         (2)      There is no limit on the aggregate principal amount of Notes
                  that may be authenticated and delivered under the Indenture.

         (3)      The interest rate payable on the Special Daily Notes will be
                  determined by the Company and may fluctuate on a monthly
                  basis. Any adjustment to the interest rate will be made by the
                  Company on the first day of the month.

         (4)      The interest rate payable on each maturity of the Term Notes
                  will be determined by the Company from time to time. The
                  interest rate payable on any particular Term Note will be
                  fixed for the term of the Note. The Company may from time to
                  time offer Term Notes with a higher interest rate if a higher
                  minimum purchase amount is met.

         (5)      Interest on the Special Daily Notes shall accrue daily from
                  the date of issuance and be compounded quarterly. Accrued
                  interest shall be paid to the Holder of a Special Daily Note
                  upon redemption in whole of the Note.

         (6)      Interest on the Term Notes shall accrue daily from the date of
                  issuance and will be paid by checks mailed to the holders of
                  the Notes, or, with respect a Term Note having a maturity in
                  excess of six months, the Holder thereof may instead elect to
                  have the interest thereon compounded quarterly. Holders of
                  Term Notes with a maturity of three or six months may elect to
                  have interest paid monthly or at maturity. Holders of other
                  Term Notes may elect to have interest compounded quarterly at
                  the rate of the Term Note or paid monthly or quarterly.


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         (7)      The Company shall have the right, at its option, to call the
                  Notes of any series for redemption at any time. Any partial
                  redemption of a series shall be made ratably on all the
                  Outstanding Notes of the series called for redemption.
                  Interest on the Notes will continue to accrue until the date
                  of redemption and no premium shall be paid thereon. The
                  Company will give each Holder not less than thirty (30) days'
                  prior written notice by first class mail of a redemption of
                  any Notes held by such Holder, specifying the principal amount
                  of the Notes to be redeemed and the redemption date. Notice of
                  redemption having been given by the Company as aforesaid, the
                  principal amount of the Notes specified in such notice,
                  together with interest accrued and unpaid thereon to the date
                  of redemption, will become due and payable on such redemption
                  date.

         (8)      The Holder of a Term Note will have the right, at its option,
                  to have the Company redeem the Term Note upon demand prior to
                  maturity. As to a Term Note having a maturity of 12 months or
                  less, the Holder shall, upon such redemption, forfeit an
                  amount equal to one month of interest earned, or that could
                  have been earned, on the amount so redeemed at the rate being
                  paid on the Term Note, regardless of the length of time that
                  the Holder has owned the Term Note. As to a Term Note having a
                  maturity of between 15 months and 30 months, inclusive, the
                  Holder shall forfeit an amount equal to 3 months of interest
                  earned, or that could have been earned, on the amount so
                  redeemed at the rate being paid on the Term Note, regardless
                  of the length of time that the Holder has owned the Term Note.
                  As to a Term Note having a maturity in excess of 30 months,
                  the Holder shall forfeit an amount equal to 6 months of
                  interest earned, or that could have been earned, on the amount
                  so redeemed at the rate being paid on the Term Note,
                  regardless of the length of time that the Holder has owned the
                  Term Note. Where necessary to comply with the requirements of
                  this Paragraph, interest already paid to or for the account of
                  the Holder will be deducted from the amount redeemed. Holders
                  of Term Notes will also have the right to make partial
                  redemptions prior to maturity; provided, however, that a
                  partial redemption may not reduce the outstanding principal
                  amount of a Term Note to less than $500. The above mentioned
                  forfeitures will be calculated only upon the principal amount
                  as to which the Term Note is being redeemed. The Company may
                  require the Holder of any Term Note electing to have the
                  Company redeem the Holder's Term Note to give the Company not
                  less than 30 days prior written notice, by first class mail,
                  of such election, which notice shall specify the principal
                  amount of the Term Note to be redeemed and the redemption
                  date.

         (9)      Notwithstanding the provisions of Paragraph (8) hereof, Term
                  Notes may be redeemed before maturity without forfeiture of
                  interest upon the death of any Holder or if the Holder is
                  determined to be legally incompetent by a court or any other
                  administrative body of competent jurisdiction.

         (10)     The principal amount of each Term Note shall be payable in one
                  lump sum on the Maturity Date thereof; provided, however,
                  that, unless the Company has received notification of a
                  Holder's intent to have the Company redeem the Holder's Term
                  Note at or prior to maturity, each Term Note will be
                  automatically extended for


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                  successive terms, each equal in duration to its original term,
                  at the rate of interest then in effect for Term Notes of
                  comparable maturity.

         (11)     The Holder of a Special Daily Note may require the Company to
                  redeem the Special Daily Note, in whole or part, on demand;
                  provided, however, that (i) the Company may require the Holder
                  to give the Company no less than 30 days prior written notice,
                  by first class mail, of a redemption in whole or in part
                  demanded by the Holder, which notice shall specify the
                  principal amount of the Note to be redeemed and the redemption
                  date, (ii) a partial redemption may not reduce the principal
                  amount of a Special Daily Note to less than the minimum
                  purchase amount with respect to Special Daily Notes in effect
                  at the time of issuance of the Special Daily Note to be
                  redeemed, and (iii) the Company may at the time of sale of any
                  Special Daily Note establish a minimum principal amount with
                  respect to which a Holder may require the Company to partially
                  redeem such Special Daily Note.

         (12)     The Notes are issuable in any denomination; provided, however,
                  that (i) the minimum denomination for Term Notes shall be $500
                  and the Company may, pursuant to Paragraph (4) hereof, offer
                  higher interest rates on Term Notes of the same maturity if a
                  higher minimum purchase is met, and (ii) the Company may from
                  time to time establish minimum denominations for which Special
                  Daily Notes shall be issued.

         (13)     Transfers of the Notes will be registerable, Notes may be
                  surrendered for exchange, and principal of the Notes will be
                  payable, at the branch offices of Regency Finance Company and
                  at the corporate office of Regency Finance Company located at
                  Hermitage Square, Hermitage, Pennsylvania.

         (14)     Interest on the Notes which is payable, and is punctually paid
                  or duly provided for, on any Interest Payment Date shall be
                  paid to the Person in whose name that Note is registered at
                  the close of business on the last Business Day prior to the
                  Interest Payment Date, which day shall constitute the Regular
                  Record Date for such interest payment. Interest not so paid or
                  provided for shall be paid as set forth in Section 307 of the
                  Indenture.

         (15)     The Notes shall not be issued, in whole or in part, in the
                  form of a global Security or Securities.

         (16)     The Notes will be subordinate to the prior payment when due of
                  the principal of, and interest on, all Senior Indebtedness.

         (17)     The Trustee shall appoint Regency Finance Company (or such
                  other entity as may be acceptable to the Company and the
                  Trustee and shall satisfy the qualifications for serving as
                  Authenticating Agent set forth in the Indenture) as
                  Authenticating Agent for the Notes.

         (18)     We have read Sections 102 and 301 of the Indenture, which
                  allow Securities to be issued pursuant to the Indenture in one
                  or more series, the particular terms of


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                  which are to be established prior to the issuance of the
                  Securities of any such series.

         (19)     We have examined the aforementioned provisions of the
                  Indenture and discussed them with representatives of Smith,
                  Gambrell & Russell, LLP, counsel to the Company.

         (20)     We have made such examination of the Indenture as is necessary
                  to enable us to express an informed opinion whether all
                  conditions precedent to the issuance and delivery of the Notes
                  have been complied with.

         (21)     We believe that all conditions precedent to the issuance and
                  delivery of the Notes have been complied with.

         Capitalized terms used herein and not otherwise defined shall have the
meanings given such terms in the Indenture.

         IN WITNESS WHEREOF, each of the undersigned has executed this Second
Officers' Certificate as of the 18th day of March, 2003.



                                    -----------------------------------------
                                    Thomas E. Fahey, Executive Vice President
                                    and Chief Financial Officer



                                     --------------------------------------
                                    Charles C. Casalnova, Corporate Counsel


         Received and Acknowledged by the Trustee


         By:
            --------------------------------
         Name:
              ------------------------------
         Title:
               -----------------------------


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