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CORRESP
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FORM CORRESP

July 13, 2009

VIA EDGAR AND FACSIMILE

Christian Windsor

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, DC 20549

    Re:

    Farmers National Banc Corp.

Form 10-K for the Fiscal Year Ended December 31, 2008

Form 10-Q for the Quarterly Period Ended March 31, 2009

File No. 000-12055

Dear Mr. Windsor:

This letter is in response to your letter dated June 29, 2009, regarding Farmers National Banc
Corp.’s (the “Corporation”) Form 10-K for the fiscal year ended December 31, 2008 and the Form 10-Q
for the period ended March 31, 2009. In addition to the Corporation’s response, we have also
included the Staff’s comments.

Form 10-K for the Fiscal Year Ended December 31, 2008

Item 9A. Controls and Procedures, page 10

    1.

    Please tell us if there were any changes in your internal control over financial reporting
identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule
15d-15 under the Exchange Act that occurred during your fourth fiscal quarter of 2008 or your
first fiscal quarter of 2009 that has materially affected, or is reasonably likely to
materially affect, your internal control over financial reporting. See Item 308(c) of
Regulation S-K. Please indicate in your response letter that you will revise your disclosure
to include the appropriate Item 308(c) disclosure in future filings and include a draft of
your proposed language.

Response: There were no changes in our internal controls over financial reporting that
occurred during the fourth fiscal quarter of 2008 or the first fiscal quarter of 2009 that has
materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting. We will revise our disclosure in future filings to include the language
required by Item 308(c) of Regulation S-K. A draft of the proposed language follows:

July 10, 2009

SEC Comment Letter Response

Page 2 of 8

There were no changes in the Corporation’s internal control over financial reporting (as defined in
Rule 13a — 15(f) under the Exchange Act) that occurred during the fiscal quarter ended June 30,
2009, that have materially affected, or are reasonably likely to materially affect, the
Corporation’s internal control over financial reporting.

Item 11. Executive Compensation

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis and Report of Compensation Committee, page 7

    2.

    Please tell us why you have not disclosed the performance targets utilized in determining the
performance-based cash incentive awards for your named executive officers for the 2008 fiscal
year. For example, you have not disclosed the four specific “benchmarks” that are described
on page 9. To the extent you believe that disclosure of the historical performance targets is
not required because it would result in competitive harm such that the targets could be
excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide a detailed
supplemental analysis supporting your conclusion. In particular, your competitive harm
analysis should clearly explain the nexus between disclosure of the performance objectives and
the competitive harm that is likely to result from disclosure. Refer to Item 402(b)(2)(v) of
Regulation S-K and Regulation S-K Compliance and Disclosure Interpretation 118.04.

Response: Based on the Staff’s comments including phone conversations we provide the
following response: The performance targets delineated below were used as part of the
performance-based incentive compensation for 2008. The targets were established by the
Compensation Committee for the four benchmarks used in awarding performance-based cash incentives
and are described below and we will to the extent required under Item 402(b) include such targets
within our analysis of performance-based compensation in future filings:

    •

    Minimum increase in the net operating income of the Bank before payment of
taxes and accounting for gains (or losses) on the sale or impairment of
securities. For 2008, our target increase was $8.1 million, which was a target
increase of 12.50% from year-end December 31, 2007 of $7.2 million.

    •

    Annualized yield on the average earning assets of the Bank as compared to
its peer group as reported in the Uniform Bank Performance Report. For 2008,
our base line percentile for this benchmark was in the 4th percentile of
our peer group. The performance target established for 2008 was an
improvement/increase from the 4th percentile to the 20th
percentile.

    •

    Cost of interest bearing deposits and other borrowings of the Bank as
compared to the Bank’s national peer group as reported in the Uniform Bank
Performance Report. For 2008, our base line percentile for this benchmark was
the 25th percentile. The performance target established for 2008 was an
improvement/increase from the 25th percentile to the 20th
percentile.

July 10, 2009

SEC Comment Letter Response

Page 3 of 8

    •

    Total average loan and deposit growth of the Bank. For 2008, our target
increase was an average loan growth of 5% year-over-year and a deposit growth rate
of 3% year-over-year.

     In our future filings, we will disclose and explain the annual performance targets utilized in
determining the performance-based cash incentive awards to the extent required under Item 402(b) of
Regulation S-K. We will continue to evaluate any performance targets to determine if they are
material and, if so, whether they involve any confidential commercial or financial information, the
disclosure of which would result in competitive harm. The performance targets may change from time
to time pursuant to approval of the Board of Directors and the Compensation Committee. Any such
changes and the factors involved therein will be described in our future proxy statements.

    3.

    We note your disclosure on page 10 that the Compensation Committee does not engage in any
benchmarking of compensation. However, we also note that two of the four targets utilized in
setting performance-based cash incentive awards (annualized yield on average earning assets
and cost of interest bearing deposits and other borrowings) are compared to a peer group.
Please identify the component companies that make up the peer group and the basis for
selecting the peer group. Refer to Item 402(b)(2)(xiv) of Regulation S-K and Regulation S-K
Compliance and Disclosure Interpretation 118.05.

Response: The component companies that make up the peer group utilized in setting
performance-based cash incentive awards under the 2008 Incentive Compensation Plan were chosen as a
result of their comparable asset size. The peer group includes the 1,211 insured commercial banks
having assets between $300 million and $1 billion as identified in Peer Group #3 in the Uniform
Bank Performance Report, and in particular to those banks that fall within the percentile for each
objective. For the second benchmark (annualized yield on average earning assets), we were in the
4th percentile of our peer banks as of December 31, 2007 and for the third benchmark
(costs of interest bearing deposits and other borrowings of the Bank) we were in the
25th percentile of our peer banks. We will revise our disclosure in future filings to
include such information and descriptive explanations of the peer groups as required under Item
402(b)(2)(xiv) of Regulation S-K.

Employment Contracts with Executives, page 13

    4.

    Revise your disclosure to accurately describe the employment agreements with your executive
officers. In this regard, we note that Mr. Paden’s employment agreement provides for
severance payments if his employment is terminated by him “for good cause” or by the bank
“without good reason.” However, the disclosure in your proxy statement implies that the only
circumstance under which he would receive severance payments is following a change of control
if he is not offered a substantially similar position.

Response: In response to the Staff’s comment, we advise the Staff that the form of
employment agreement for the Corporation’s executive officers was originally filed as Exhibit 10.1
to the Corporation’s Form 8-K, filed on December 30, 2008, and described therein. In our future
filings, the narrative section on Page 13 of the 2009 Proxy Statement describing the

July 10, 2009

SEC Comment Letter Response

Page 4 of 8

Employment Agreements will be amended as follows to be consistent with the terms of the executive
officers employment agreements for severance payments:

The Corporation has entered into employment contracts with Frank L. Paden, Carl D. Culp, and Mark
L. Graham in December of 2008 and John S. Gulas in January of 2009. Due to upcoming retirement,
Donald F. Lukas did not enter into a revised agreement and he is currently employed pursuant to the
terms of his March 2001 employment contract. The Corporation desires to provide for the continued
employment of these executives resulting in continuity of management for the future. With the
exception of Mr. Lukas, the revised employment contracts for each respective executive officer are
substantially identically and provide the following terms and conditions of employment:

    •

    Each executive shall have a term of employment commencing on the date of the employment
contract and continuing for a period of 36 months. The term of the contract shall
automatically be renewed in 36-month increments, unless written notice of termination is
provided by either party at least 90 days prior to the expiration of the then current term.
The agreement shall continue until terminated pursuant to its terms.

    •

    The base salary of each executive will be reviewed by the Bank on an annual basis.

    •

    Each executive is eligible to participate in the Executive Incentive Compensation Plan,
according to terms and conditions applicable to all other executives and the stock option
plan of the Registrant and any successor plan.

    •

    Each agreement also contains customary provisions regarding post-employment competition
and anti-solicitation, vacations, insurance and expense reimbursements.

    •

    The executive may be terminated without cause provided that 30 days’ advance written
notice is provided to the other party and for cause without advance notice as that term is
described in the agreement.

    •

    If the executive’s employment is terminated by the Bank “without cause”, or by executive
for “good cause” or a change in control of the Corporation occurs and the executive is not
offered a position that is substantially similar in terms of duties, responsibilities, pay
and benefits, in addition to the above compensation, the executive shall receive (i) a lump
sum payment payable within 30 days of termination equal to any unused vacation time, (ii)
72 bi-monthly severance installment payments equal to the greater of (A) the bi-monthly
installment payment in executive’s Employment Agreement in effect as of the date hereof (*
see below for payment amounts), or (B) 1/24 of his highest annual salary in effect within
12 months of termination, less appropriate withholdings and (iii) participation in the
Executive Incentive Compensation Plan or other similar programs then in effect on a
pro-rata basis for a portion of the incentive period proceeding termination.

July 10, 2009

SEC Comment Letter Response

Page 5 of 8

    •

    If the executive’s employment is terminated “for cause” by the Bank or by the executive
“without cause” the executive is not entitled to any severance payments. Upon termination
for disability or death, the executive or the executive’s estate is entitled to receive
only a lump sum payment for unused vacation time and a pro-rata participation in the
Executive Incentive Compensation Plan.

We will revise our disclosure in future filings to include such information and attach copies of
such agreements where required under Item 601(b)(10) of Regulation S-K

Potential Payments upon Termination or Change in Control

    5.

    In future filings, revise this table to include all termination scenarios that would trigger
payments or other benefits, not just payments upon a change of control. See Item 402(j) of
Regulation S-K.

Response: The Staff’s comment is noted and we will disclose the required information in the
table as required by Item 402(j) of Regulation S-K in our future filings.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Definitive Proxy Statement on Schedule 14A

Indebtedness of Management, page 15

    6.

    Please confirm, and revise future filings to disclose, if accurate, that the loans to
executive officers, directors and their associates were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for comparable loans
with persons not related to the lender. Refer to Instruction 4(c) to Item 404(a) of
Regulation S-K.

Response: The loans to executive officers, directors and their associates were made on
substantially the same terms, including interest rates and collateral, as those prevailing at the
time for comparable loans with persons not related to Farmers National Bank. Future filings will
disclose the requirements as indicated in Instruction 4(c) to Item 404(a) of Regulation S-K.

Item 15. Exhibits and Financial Statement Schedules, page 43

    7.

    Starting with your next report, include all of your material contracts in the exhibit index.
Also ensure that you have filed each material contract as an exhibit. For example, we note
that your 2008 Executive Incentive Compensation Plan and your stock option plan are not
included as exhibits. Refer to Item 601(b)(10) of Regulation S-K. Additionally, it appears
that adoption of your 2008 Executive Incentive Compensation Plan was never reported on Form
8-K. Please tell us why you concluded that it was not necessary to report that event. Also,
advise us if you have adopted an executive incentive compensation plan for 2009.

Response: The Staff’s comment is noted and we will disclose the required information as
required by Item 601(b)(10) of Regulation S-K in our future filings. The 2008 Executive

July 10, 2009

SEC Comment Letter Response

Page 6 of 8

Compensation Plan was an informal plan as adopted by the Compensation Committee and described on
Page 8-9 of our definitive Proxy Statement. A formal plan for 2009 has been revised by the
Compensation Committee Plan and will be submitted to the Board of Directors. Upon approval, we
will disclose the plan in our next Form 8-K and include a copy of the plan as required under Item
601(b)(1) of Regulation S-K in our future filings.

Signatures

    8.

    See General Instruction D to Form 10-K and revise future filings to comply with its
requirement that the Form 10-K that the Form 10-K be signed by Farmers National Banc Corp.,
and on behalf of Farmers National Banc Corp. by your principal executive officer, your
principal financial officer, and your controller or principal accounting officer.

Response: As required by General Instruction D to Form 10-K, all future 10-K filings will
be signed by the Corporation’s principal executive officer, the principal financial officer and the
controller.

Exhibit 13

Summary of Loan Loss Experience, page 14

    9.

    Please revise your future filings to provide the disclosures with respect to your nonaccrual,
past due and restructured loans required by Item III (B) of Industry Guide 3. Provide us with
your proposed disclosures for the five year period ended December 31, 2008. Additionally,
given the significant increase in your nonperforming loans and the current credit environment,
please consider providing this information separately for each loan category in addition to
providing such disclosures in your interim periods beginning