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corresp

September 2, 2009

VIA EDGAR AND FACSIMILE

Christian Windsor

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, NE

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 June 30, 2009

File No. 000-12055

Dear Mr. Windsor:

This letter is in response to your letter dated August 20, 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 June 30, 2009. Your correspondence of August 20, 2009 was in response to our
responsive letter dated July 13, 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 11. Executive Compensation

Definitive Proxy Statement on Schedule 14A

Potential Payments Upon Termination or Change in Control, page 14

    1.

    We note your response to prior comment 5 that you will disclose all termination
scenarios in the table in future filings. Please provide us with a draft of your proposed
disclosure based upon a December 31, 2008 termination or change in control date.

Response: Attached as Exhibit A is a sample disclosure of the compensation due to
termination. Please note that as of December 31 of each year, pursuant to the employment contract
of each executive officer no vacation shall accrue to the executive officer. The Executive
Incentive Compensation Plan is based upon calendar year results and therefore allocation of such
compensation for each executive officer as of December 31 is the full year for such compensation
plan. See Exhibit A.

This information shall be included in future filings of the Corporation requiring such disclosure
regarding Executive Compensation.

Form 10-Q for the Quarterly Period Ended June 30, 2009

Part I — Item 4.Controls and Procedures

    2.

    Please file an amended Form 10-Q that includes the disclosure required by this item.

Response: An amended Form 10-Q was filed on August 28, 2009 which provided disclosure for
Part I — Item 4. Controls and Procedures.

This information shall be included in future filings of the Corporation.

The Corporation acknowledges that:

    •

    the Corporation is responsible for the adequacy and accuracy of the disclosure in the
filing;

    •

    staff comments or changes in disclosures in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

    •

    the Corporation may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under federal securities laws of the United States.

If you have any further comments or questions related to our response, please contact the
undersigned. Thank you for your consideration.

Sincerely,

Farmers National Banc Corp.

    By:
    /s/ Carl D. Culp

    Carl D. Culp, Chief Financial Officer

EXHIBIT A

Potential Payments upon Termination or Change in Control

     The Bank has entered into an employment agreement with each of the executive officers as
described in the section above entitled “EMPLOYMENT CONTRACT OF EXECUTIVES”. See also the section
“Deferred Compensation Agreements.”

     Under the employment agreement, if the executive’s employment is terminated by the Bank
“without cause”, or by executive for “good cause” (as defined in the agreement) or if 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, 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) that amount earned for 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 preceding termination.

     Upon termination due to disability or death, executive’s estate will be entitled to a lump sum
payment equal to any unused vacation time and that amount earned for participation in the Executive
Incentive Compensation Plan or any other similar program then in effect on a pro-rata basis for the
portion of the inventive period preceding death or disability.

     The following table lists the named executives and the estimated amounts they would have
become entitled to receive upon termination or a change of control if such event had occurred on
December 31, 2008.

    Bank terminates

    Bank terminates

    executive’s

    Total

    executive’s

    Executive’s

    employment without

    Compensation

    employment for

    employment is

    cause

    prior to termination

    cause or executive

    terminated due to

    or by executive for

    or a change in

    terminates without

    disability or death

    good reason or upon

    Name

    control (1)

    good reason (2)

    (3)

    change in control (4)

    Frank L. Paden (5)

    287,950

    —

    —

    754,867

    Carl D. Culp

    164,373

    —

    —

    445,863

    Donald F. Lukas (5)

    168,824

    —

    —

    426,027

    Mark L. Graham

    133,797

    —

    —

    365,864

    John S. Gulas

    102,470

    —

    —

    540,345

    (1)

    See “Summary Compensation Table — Fiscal 2008 and Fiscal 2007” above.

    (2)

    If the Bank terminates any of the named Executive Officers for cause or
executive terminates his employment without good reason, the Bank shall have no
obligations to pay severance to the executive after the date of termination.

    (3)

    Unused vacation time at the time of disability or death and a pro-rata portion
of his portion of the 2008 Executive Incentive Compensation Plan.

    (4)

    Total value is comprised of the following three sums:

    Each of the executive officer’s unused vacation time is equal to $0.

    72 bi-monthly installment payments of the following: Mr. Paden’s bi-monthly
installment payment is equal to $9,942; Mr. Culp’s bi-monthly installment payment is
equal to $5,867; Mr. Graham’s bi-monthly installment payment is equal is $4,821 and
Mr. Gulas’ bi-monthly installment payment is equal to $7,292.

    Mr. Paden’s pro-rata portion of the 2008 Executive Incentive Compensation Plan is
equal to $39,043; Mr. Culp’s pro-rata portion of the 2008 Executive Incentive
Compensation Plan is equal to $23,439; Mr. Graham’s pro-rata

    portion of the 2008 Executive Incentive Compensation Plan is equal to $18,752; and
Mr. Gulas’ pro-rata portion of the 2008 Executive Incentive Compensation Plan is
equal to $15,321.

    Mr. Lukas’ change of control payment would be covered by his March 2001 Employment
Agreement. It is equal to three times his salary of $134,196. Mr. Lukas’ pro-rata
portion of the 2008 Executive Incentive Compensation Plan is equal to $23,439.

    (5)

    In addition to the compensation listed, upon retirement, Mr. Paden and Mr.
Lukas are entitled to receive additional compensation pursuant to their respective
Deferred Compensation Agreement. See “Deferred Compensation Agreements” above.

     Upon termination for any reason, each of the executive officers shall be subject to a one-year
non-compete which shall prevent such individual from working for a competitor of the Corporation or
the Bank unless such executive’s term of employment was not renewed.

     Upon termination for any reason, each of the executive officers shall be subject to a one-year
non-solicitation of customers which shall prevent such individual from soliciting business from any
customer or client of the Bank at the time of executive’s termination.

     Upon termination for any reason, each of the executive officers shall be subject to a two-year
non-solicitation of employees which shall prevent such individual from employing, attempting to
employ or soliciting for employment any individual who is employed by the Bank at the time of
executive’s termination.

     The Compensation Committee of the Board of Directors has approved the terms of each of the
executive’s officers employment contracts.