As filed with the Securities and Exchange Commission on December 17, 2007

Registration No. 333-                    

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Florida		6711		25-1255406
(State or other jurisdiction of		(Primary Standard Industrial		(I.R.S. Employer
incorporation or organization)		Classification Code Number)		Identification No.)

One F.N.B. Boulevard
Hermitage, Pennsylvania 16148
(724) 981-6000

Stephen J. Gurgovits
President and Chief Executive Officer
F.N.B. Corporation
One F.N.B. Boulevard
Hermitage, Pennsylvania 16148
(724) 981-6000

Copies to:

Frederick W. Dreher, Esq.		Lawrence R. Wiseman, Esq.
John W. Kauffman, Esq.		Francis E. Dehel, Esq.
Duane Morris LLP		Blank Rome LLP
30 South 17th Street		One Logan Square
Philadelphia, PA 19103		130 North 18th Street
Telephone: 215-979-1234		Philadelphia, PA 19103
Fax: 215-979-1213		Telephone: 215-569-5500
		Fax: 215-569-5555

Approximate date of commencement of proposed sale of the securities to the public: upon the effective date of the merger of Omega Financial Corporation with and into Registrant.

     If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Proposed

maximum

offering

Proposed maximum

Amount of

Title of each class of

Amount to be

price

aggregate

registration

securities to be registered

registered (1)

per unit

offering price

fee

Common Stock, $.01 par value

26,600,000 shares

N/A

$

365,059,348

(2)

$

11,207.32

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

The information in this joint proxy statement/prospectus is not complete and may be changed. F.N.B. Corporation may not issue the shares of its common stock to be issued in connection with the merger described in this joint proxy statement/prospectus until the registration statement filed with the SEC is effective. This joint proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated December 17, 2007

MERGER PROPOSAL — YOUR VOTE IS VERY IMPORTANT

     The boards of directors of F.N.B. Corporation and Omega Financial Corporation each have unanimously approved a strategic merger that will enhance the competitive position of the combined companies in Pennsylvania. The merger is structured so that FNB will be the surviving company. FNB will issue approximately 26,600,000 shares of its common stock in connection with the merger, including shares issuable upon exercise of outstanding Omega stock options and shares subject to Omega restricted stock units. After completion of the merger, we expect that current FNB shareholders will, as a group, own approximately 70% of the combined companies and Omega shareholders will, as a group, own approximately 30% of the combined companies.

     If the merger is completed, Omega shareholders will have the right to receive 2.022 shares of FNB common stock for each share of Omega common stock held immediately prior to the merger plus cash in lieu of any fractional share interests. FNB shareholders will continue to own their existing FNB common stock. The following table shows the closing sales price of FNB common stock as reported by the New York Stock Exchange, or NYSE, and the closing sales price of Omega common stock as reported by the Nasdaq Global Select Market on November 8, 2007, the last trading day before we announced the merger, and on                                                              , 2008, the last practicable trading day before the distribution of this joint proxy statement/prospectus. This table also shows the pro forma equivalent value of the merger consideration proposed for each share of Omega common stock, which we calculated by multiplying the closing price of FNB common stock on those dates by 2.022, the exchange ratio in the merger.

										Pro Forma Equivalent
		FNB				Omega				Value Per Share of
		Common Stock				Common Stock				Omega Common Stock
At November 8, 2007		$	15.40			$	26.22			$	31.14
At __________ __, 2008		$				$				$

     The market price of FNB common stock may fluctuate up or down prior to the merger, which will result in corresponding fluctuations in the pro forma equivalent value per share of Omega common stock. The exchange ratio of 2.022 shares of FNB common stock for each share of Omega common stock is fixed. The exchange ratio will not change if the stock prices of Omega or FNB change. You should obtain current market quotations for the shares of both companies.

     We expect that the merger will generally be tax free to Omega shareholders, except for taxes on cash received by Omega shareholders instead of receiving fractions of shares of FNB common stock.

     We cannot complete the merger unless the shareholders of both companies approve and adopt the merger agreement. Each of us will hold a special meeting of our shareholders to vote on the merger agreement. Your vote is important. Whether or not you plan to attend your special meeting of shareholders, please take the time to vote your shares in accordance with the instructions contained in this joint proxy statement/prospectus. Only shareholders of record of FNB common stock and Omega common stock as of ___, 2008 are entitled to attend and vote at the respective special meetings. The places, dates and times of the special meetings are as follows:

For FNB Shareholders:		For Omega Shareholders:
, 2008		, 2008
local time		local time
FNB Technology Center Board Room		Ramada Inn
4140 East State Street		1450 South Atherton Street
Hermitage, Pennsylvania		State College, Pennsylvania
The FNB board of directors unanimously recommends that FNB shareholders vote FOR the approval and adoption of the merger agreement.		The Omega board of directors unanimously recommends that Omega shareholders vote FOR the approval and adoption of the merger agreement.

     The accompanying joint proxy statement/prospectus describes the special meetings, the merger agreement, the documents related to the merger and certain other matters. We recommend that you carefully read this joint proxy statement/prospectus, including the considerations discussed under “Risk Factors Relating to the Merger” beginning on page ___. You can also obtain information about FNB and Omega from documents that each of us has filed with the Securities and Exchange Commission.

Sincerely,

Stephen J. Gurgovits,		Donita R. Koval,
President and Chief Executive Officer		President and Chief Executive Officer
F.N.B. Corporation		Omega Financial Corporation

FNB common stock is quoted on the NYSE under the symbol “FNB.” Omega common stock is quoted on the
Nasdaq Global Select Market under the symbol “OMEF.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the FNB common stock to be issued under this joint proxy statement/prospectus or
determined if this joint proxy statement/prospectus is accurate or adequate. Any representation to
the contrary is a criminal offense.

Shares of FNB common stock are not savings or deposit accounts or other obligations of any bank or
savings association and they are not insured by the Federal Deposit Insurance Corporation or any
other governmental agency.

The date of this joint proxy statement/prospectus is __________ __, 2008, and it is first being
mailed or otherwise delivered to FNB’s shareholders and Omega’s shareholders
on or about __________ __, 2008.

One F.N.B. Boulevard
Hermitage, Pennsylvania 16148

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD                                                              , 2008
                                        

     NOTICE IS HEREBY GIVEN that a special meeting of shareholders of F.N.B. Corporation (“FNB”) will be held at ___, prevailing time, on ___, ___, 2008 at the F.N.B. Technology Center Board Room, 4140 East State Street, Hermitage, Pennsylvania, to consider the following matters, all of which are more completely set forth in the accompanying joint proxy statement/prospectus:

	(1)		a proposal to approve and adopt the Agreement and Plan of Merger, dated as of November 8, 2007, between FNB and Omega Financial Corporation (“Omega”) pursuant to which Omega will merge with and into FNB and FNB will issue up to 26,600,000 shares of FNB common stock pursuant to the merger agreement;
	(2)		a proposal to approve the adjournment of the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the merger proposal; and
	(3)		to transact such other business as may be properly presented for action at the special meeting and any adjournment, postponement or continuation of the special meeting.

     FNB has fixed the close of business on ___, 2008 as the record date for the determination of FNB shareholders entitled to notice of, and to vote at, the FNB special meeting and any adjournment, postponement or continuation of the FNB special meeting. A list of FNB shareholders entitled to vote at the FNB special meeting will be available for examination by any FNB shareholder for any purpose related to the FNB special meeting during normal business hours for ten days prior to the FNB special meeting at FNB’s offices at One F.N.B. Boulevard, Hermitage, Pennsylvania.

     FNB’s board of directors has unanimously approved the merger agreement whereby Omega will merge with and into FNB and FNB will issue shares of FNB common stock as provided in the merger agreement. FNB’s board of directors recommends that FNB shareholders vote FOR the merger proposal and FOR the adjournment proposal.

     FNB’s board of directors requests that you submit your proxy, whether or not you expect to attend the FNB special meeting in person. If you attend the FNB special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

		By Order of the Board of Directors,
		Stephen J. Gurgovits,
		President and Chief Executive Officer

Hermitage, Pennsylvania

                                                             , 2008

366 Walker Drive
State College, Pennsylvania 16801

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD __________ __, 2008

     NOTICE IS HEREBY GIVEN that a special meeting of shareholders of Omega Financial Corporation (“Omega”) will be held at ___, prevailing time, on ___, ___, 2008 at the Ramada Inn, 1450 South Atherton Street, State College, Pennsylvania, to consider and vote upon the following matters, all of which are more completely set forth in the accompanying joint proxy statement/prospectus:

	(1)		a proposal to approve and adopt the Agreement and Plan of Merger, dated as of November 8, 2007, between F.N.B. Corporation (“FNB”) and Omega, pursuant to which Omega will merge with and into FNB and each outstanding share of Omega common stock will be converted into 2.022 shares of FNB common stock as described in greater detail in the accompanying joint proxy statement/prospectus;
	(2)		a proposal to approve the adjournment of the special meeting, if necessary, to permit the further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the merger proposal; and
	(3)		to transact such other business as may be properly presented for action at the special meeting and any adjournment, postponement or continuation of the special meeting.

     Omega has fixed the close of business on ___, 2008 as the record date for the determination of Omega shareholders entitled to notice of, and to vote at, the special meeting and any adjournment, postponement or continuation of the Omega special meeting. We cannot complete the merger unless Omega shareholders vote to approve and adopt the merger agreement. The directors of Omega, who collectively hold approximately [ ]% of the outstanding Omega common stock, have entered into voting agreements with FNB and have agreed to vote FOR the approval and adoption of the merger agreement. Holders of Omega common stock have no dissenters rights under Pennsylvania law in connection with the merger.

     If the Omega special meeting is adjourned for one or more periods aggregating at least 15 days because of the absence of a quorum, those shareholders entitled to vote who attend the reconvened special meeting, if less than a quorum as determined under applicable law, shall nevertheless constitute a quorum of Omega’s shareholders for the purpose of acting upon any matter set forth in this notice of special meeting.

     Omega’s board of directors has unanimously approved the merger agreement and recommends that Omega shareholders vote FOR approval and adoption of the merger agreement and FOR the adjournment of the Omega special meeting, if necessary.

     Whether or not you expect to attend the Omega special meeting in person, you are urged to vote.

     If your stock is registered in your name, you may vote by mail, telephone or electronically through the internet, by following the instructions included with your proxy card. Please check your proxy card for instructions on all three options. If you vote by telephone or electronically through the internet, you do not need to return your proxy card. If your shares are registered in the name of your broker, bank or other nominee, please check your proxy card or contact your broker, bank or nominee to determine whether you will be able to vote by telephone or electronically through the internet. If you vote by mail, please sign, date and promptly return the enclosed proxy. A self-addressed envelope is enclosed for your convenience; no postage is required if mailed in the United States. If you submit a signed proxy card or submit your proxy by telephone or electronically through the internet but do not indicate how you want your shares voted, the persons named in the enclosed proxy will vote your shares FOR the approval and adoption of the merger agreement and FOR the adjournment of the Omega special meeting, if necessary.

     If you attend the Omega special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

     Please do not send any stock certificates at this time. Thank you for your cooperation.

		By Order of the Board of Directors,
		Donita R. Koval,
		President and Chief Executive Officer

State College, Pennsylvania
___, 2008

REFERENCE TO ADDITIONAL INFORMATION

     This joint proxy statement/prospectus incorporates important business and financial information about FNB and Omega from documents that are not included in or delivered with this joint proxy statement/prospectus. You can obtain documents incorporated by reference in this joint proxy statement/prospectus, without charge, other than certain exhibits to those documents, by requesting them in writing or by telephone from the appropriate company at the following addresses:

F.N.B. Corporation:		Omega Financial Corporation:
F.N.B. Corporation		Omega Financial Corporation
One F.N.B. Boulevard		366 Walker Drive
Hermitage, Pennsylvania 16148		State College, Pennsylvania 16801
Attention: David B. Mogle		Attention: Daniel L. Warfel
Telephone: (724) 983-3431		Telephone: (814) 231-7680

In order to ensure timely delivery of the documents, any requests should be made by                                         .

TABLE OF CONTENTS

		Page
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS			1
SUMMARY			5
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF FNB			19
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF OMEGA			21
SELECTED CONSOLIDATED UNAUDITED PRO FORMA FINANCIAL INFORMATION			23
RISK FACTORS RELATING TO THE MERGER			32
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			41
THE SPECIAL MEETINGS			43
General			43
When and Where The Special Meetings Will Be Held			43
Matters to Be Considered			43
Record Date; Shares Outstanding and Entitled to Vote			45
Quorum			46
Shareholder Vote Required			46
No Appraisal Rights			48
Director and Executive Officer Voting			48
Proxies			49
Recommendation of FNB’s Board of Directors			51
Recommendation of Omega’s Board of Directors			51
Questions and Additional Information			52
INFORMATION ABOUT FNB AND OMEGA			53
PROPOSAL NO. 1 - PROPOSAL TO APPROVE AND ADOPT THE MERGER AGREEMENT			55
FNB’s Background of the Merger			55
FNB’s Reasons for the Merger			57
Opinion of FNB’s Financial Advisor in Connection with the Merger			58
Omega’s Background of the Merger			67
Omega’s Reasons for the Merger			72
Opinion of Omega’s Financial Advisor in Connection with the Merger			74
Structure of the Merger and the Merger Consideration			83
Procedures for the Exchange of Shares of Omega Common Stock			84
Resales of FNB Common Stock			86
Interests of FNB’s Directors and Executive Officers in the Merger			87
Interests of Omega’s Directors and Executive Officers in the Merger			87
Regulatory Approvals Required for the Merger and the Bank Merger			91
Public Trading Markets			94
FNB Dividends			95

		Page
THE MERGER AGREEMENT			96
Terms of the Merger			96
Treatment of Omega Stock Options and Restricted Stock Units			96
Closing and Effective Time of the Merger			97
Representations, Warranties, Covenants and Agreements			97
Declaration and Payment of Dividends			104
Agreement Not to Solicit Other Offers			104
Conditions to Completion of the Merger			106
Amendment, Waiver and Termination of the Merger Agreement			107
Expenses and Fees			108
Effect of Termination; Break-up Fee; Expenses			109
Employee Benefit Plans			110
ACCOUNTING TREATMENT			111
MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER			112
Tax Opinion and Merger			112
Receipt of FNB Common Stock			113
Fractional Shares			114
Material U.S. Federal Income Tax Consequences to FNB and Omega			114
Tax Consequences If the Merger Does Not Qualify as a Reorganization Under Section 368(a) of the Code			114
Backup Withholding			114
DESCRIPTION OF FNB CAPITAL STOCK			115
FNB Common Stock			115
FNB Preferred Stock			116
COMPARISON OF SHAREHOLDER RIGHTS			117
COMPARATIVE MARKET PRICES AND DIVIDENDS			135
PROPOSAL NO. 2 - ADJOURNMENT PROPOSAL			136
LEGAL MATTERS			136
EXPERTS			136
OTHER MATTERS			137
WHERE YOU CAN FIND MORE INFORMATION			139
ANNUAL MEETINGS			140
APPENDICES:
Appendix A — Agreement and Plan of Merger, dated as of November 8, 2007, between F.N.B. Corporation and Omega                      Financial Corporation			A-1
Appendix B — Opinion of UBS Securities LLC			B-1
Appendix C — Opinion of Keefe, Bruyette & Woods, Inc.			C-1
EX-5.1
EX-8.1
EX-8.2
EX-10.1
EX-15.1
EX-23.1
EX-23.2
EX-99.1
EX-99.2
EX-99.3
EX-99.4

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS

     Q. What matters will be considered at the special meetings?

     A. At the FNB special meeting, FNB shareholders will be asked to vote in favor of the proposal to approve and adopt the merger agreement between FNB and Omega pursuant to which FNB will issue up to 26,600,000 shares of FNB common stock pursuant to the merger agreement. The proposal to approve and adopt the merger agreement at the FNB special meeting is sometimes referred to as the FNB merger proposal in this joint proxy statement/prospectus. FNB shareholders will also be asked to vote in favor of a proposal to adjourn the FNB special meeting, if necessary, to solicit additional proxies if FNB has not received sufficient votes to approve and adopt the FNB merger proposal at the FNB special meeting. The proposal to authorize an adjournment of the FNB special meeting, if necessary, is sometimes referred to as the FNB adjournment proposal in this joint proxy statement/prospectus.

          At the Omega special meeting, Omega shareholders will be asked to vote in favor of the proposal to approve and adopt the merger agreement between FNB and Omega. The proposal to approve and adopt the merger agreement at the Omega special meeting is sometimes referred to as the Omega merger proposal in this joint proxy statement/prospectus. Omega shareholders will also be asked to vote in favor of a proposal to adjourn the Omega special meeting, if necessary, to solicit additional proxies if Omega has not received sufficient votes to approve and adopt the Omega merger proposal at the Omega special meeting. The proposal to authorize an adjournment of the Omega special meeting, if necessary, is sometimes referred to as the Omega adjournment proposal in this joint proxy statement/prospectus.

     Q. What will I receive upon consummation of the merger?

     A. Upon consummation of the merger, each Omega shareholder will have the right to receive 2.022 shares of FNB common stock in exchange for each share of Omega common stock. Cash will be paid in lieu of fractional shares of FNB.

          Omega stock options will be converted into FNB stock options at the exchange ratio for Omega common stock with an adjusted exercise price. See page ___ for more information regarding the treatment of Omega stock options. Each holder of an outstanding Omega restricted stock unit will receive 2.022 shares of FNB common stock for each share of Omega common stock subject to such Omega restricted stock unit. See page ___ for more information regarding the treatment of Omega restricted stock units.

          FNB shareholders will continue to own their existing shares.

     Q. What do I need to do now?

     A. You should first carefully read this joint proxy statement/prospectus, including the appendices and the documents we incorporate by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information” in this joint proxy statement/prospectus. After you have decided how you wish to vote your shares, please vote by submitting your proxy using one of the methods described below.

     Q. How do I vote my shares?

     A. If you are a registered shareholder of FNB or Omega (that is, if your stock is registered in your name), you may attend your special meeting and vote in person or vote by proxy. You may vote by proxy by telephone, electronically through the internet or by mail by following the instructions included with your proxy card. The deadline for registered shareholders to vote telephonically or electronically through the internet is ___, eastern standard time, on ___, 2008.

          We encourage FNB and Omega shareholders to take advantage of these ways to vote their shares on the matters to be covered at their respective special meetings. The following summary describes the three voting methods registered shareholders may use to vote by proxy.

          Vote by telephone — use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week. Have your proxy card in hand when you call. You will be prompted to enter your control numbers, which are located on your proxy card and then follow the directions given.

          Vote electronically through the internet — use the internet to vote your proxy 24 hours a day, 7 days a week. Have your proxy card in hand when you access the web site. You will be prompted to enter your control numbers, which are located on your proxy card to create and submit an electronic ballot.

          Vote by mail — mark, sign and date your proxy card and return such card in the postage-paid envelope we have provided you.

          If you vote by telephone or electronically through the internet, you do not need to return your proxy card.

          Please note that although there is no charge to you for voting by telephone or electronically through the internet, there may be costs associated with electronic access such as usage charges for internet service providers and telephone companies. Neither FNB nor Omega covers these costs; they are solely your responsibility. The telephone and internet voting procedures available to you are valid forms of granting proxies under the Pennsylvania Business Corporation Law, or PBCL, and the Florida Business Corporation Act, or FBCA.

          If you hold your shares through a broker, bank, or other nominee, please check your proxy card or contact your broker, bank or nominee to determine whether you will be able to vote by telephone or electronically through the internet.

     Q. What if I do not specify how I want my shares voted?

     A. If you submit a signed proxy card or submit your proxy by telephone or electronically through the internet but do not indicate how you want your shares voted, the persons named in the proxy card will vote your shares:

	•		FOR the approval and adoption of the merger agreement; and
	•		FOR the adjournment of the FNB special meeting or the Omega special meeting, as applicable, if necessary.

          Neither FNB’s nor Omega’s board of directors currently intends to bring any other proposals to their respective special meetings. If other proposals requiring a vote of shareholders are brought before your special meeting in a proper manner, the persons named in the enclosed proxy card intend to vote the shares they represent in their judgment.

     Q. What if I fail to instruct my broker?

     A. Brokers may not vote shares of the common stock that they hold for the benefit of another person either for or against the approval of the matters to be voted upon at the special meetings, without specific instructions from the person who beneficially owns those shares. Therefore, if your shares are held by a broker and you do not give your broker instructions on how to vote your shares, your votes will not be cast.

          If you are a holder of FNB common stock, please note that if you fail to vote on the FNB merger proposal or you fail to direct your broker how to vote on the FNB merger proposal, then your shares will not be deemed “cast” for voting purposes, and it will be more difficult for FNB to satisfy the NYSE requirement that the total votes cast on the FNB merger proposal must represent over 50% of all shares of FNB common stock entitled to vote on the FNB merger proposal.

     Q. May I change my vote after I have voted?

     A. Yes. You may revoke your proxy at any time before the vote is taken at your special meeting. If you are a shareholder of record, you may revoke your proxy by:

	•		submitting written notice of revocation to FNB’s or Omega’s corporate secretary prior to the voting of that proxy at your respective special meeting;
	•		submitting a later dated proxy by telephone, internet or mail; or

•

voting in person at your respective special meeting.

          However, simply attending your special meeting without voting will not revoke an earlier proxy.

          If your shares are held in street name (that is, in the name of a bank, broker, nominee or other holder of record), you should follow the instructions of the bank, broker, nominee or other holder of record regarding the revocation of proxies.

     Q. If I own shares of both FNB and Omega should I vote only once?

     A. No. If you own shares of both companies, you will receive separate proxy cards for each shareholders meeting. It is important that you vote at both shareholders meetings, so please submit a proxy for each meeting by telephone, internet or mail.

     Q. When do you expect to complete the merger?

     A. FNB and Omega anticipate that they will complete the merger early in the second quarter of 2008. However, FNB and Omega cannot assure you when or if the merger will occur. FNB and Omega must first obtain the approval of FNB’s and Omega’s shareholders to complete the merger. FNB and Omega must also obtain the requisite regulatory approvals to complete the merger.

     Q. Should I send my stock certificates now?

     A. No. Holders of Omega common stock should not submit their Omega stock certificates at this time. After the merger is completed, FNB will send you instructions for exchanging Omega stock certificates for FNB stock certificates. FNB shareholders do not need to exchange or take any other action regarding their FNB common stock in connection with the merger.

     Q. Who can help answer my questions?

     A. Omega shareholders who have additional questions about the merger or who would like additional copies of this joint proxy statement/prospectus should call Daniel L. Warfel, Omega’s Chief Financial Officer, at (814) 231-7680.

          FNB shareholders who have additional questions about the merger or who would like additional copies of this joint proxy statement/prospectus should call David B. Mogle, FNB’s Corporate Secretary, at (724) 983-3431.

SUMMARY

     This summary highlights selected information from this joint proxy statement/prospectus. While this summary describes the material aspects of the proposals to be voted upon by Omega shareholders and FNB shareholders at their respective special meetings that you should consider in your evaluation of the transactions described in this joint proxy statement/prospectus, the summary does not contain all of the information that is important to you. We encourage you to read carefully this entire joint proxy statement/prospectus and its appendices in order to understand fully the merger. See “Where You Can Find More Information” on page ___. In this summary, we have included page references to direct you to a more detailed description of the matters described in this summary.

     Throughout this joint proxy statement/prospectus, “Omega” refers to Omega Financial Corporation, “Omega Bank” refers to Omega Bank, Omega’s bank subsidiary, “FNB” refers to F.N.B. Corporation, and “FNB Bank” refers to First National Bank of Pennsylvania, FNB’s bank subsidiary. Also, we refer to the merger between Omega and FNB as the “merger,” and the agreement and plan of merger dated as of November 8, 2007 between Omega and FNB as the “merger agreement.”

     Omega provided the information contained in this joint proxy statement/prospectus with respect to Omega and FNB provided the information in this joint proxy statement/prospectus with respect to FNB.

The Parties

FNB and FNB Bank (Page )

     FNB is a $6.1 billion diversified financial services holding company headquartered in Hermitage, Pennsylvania. FNB provides a broad range of financial services to its customers through FNB Bank and FNB’s insurance agency, consumer finance, trust company and merchant banking subsidiaries. FNB Bank has 155 banking offices in Western Pennsylvania and Eastern Ohio, one loan production office in Pennsylvania, one loan production office in Tennessee and five loan production offices in Florida and maintains seven insurance agency locations. Regency Finance, FNB’s consumer finance subsidiary, has 22 offices in Pennsylvania, 15 offices in Ohio and 16 offices in Tennessee. Another FNB subsidiary, First National Trust Company, has approximately $1.8 billion of assets under management. FNB Capital Corporation offers financing options for small- to medium-sized businesses that need financial assistance beyond the parameters of typical commercial bank lending products.

     The principal executive offices of FNB and FNB Bank are located at One F.N.B. Boulevard, Hermitage, Pennsylvania 16148. FNB’s telephone number is (724) 981-6000 and FNB’s website address is www.fnbcorporation.com. The information on FNB’s website is not a part of this joint proxy statement/prospectus.

Omega and Omega Bank (Page )

     Omega is a $1.8 billion Pennsylvania business corporation that is registered as a bank holding company and has elected to be a financial holding company under the Bank Holding Company Act of 1956, as amended, or the BHCA. Omega’s principal subsidiary is Omega Bank, a Pennsylvania-chartered banking institution whose deposits are insured by the Federal Deposit Insurance Corporation, or FDIC, up to applicable limits.

     Omega Bank currently provides retail and commercial banking services through 64 full service offices in Bedford, Blair, Cameron, Centre, Clinton, Huntingdon, Juniata, Luzerne, Lycoming, Mifflin, Northumberland, Snyder and Union counties in northeastern and central Pennsylvania.

     The principal executive offices of Omega and Omega Bank are located at 366 Walker Drive, State College, Pennsylvania 16801. Omega’s telephone number is (814) 231-7680 and its website address is www.omegafinancial.com. The information on Omega’s website is not a part of this joint proxy statement/prospectus.

The Special Meetings

Date, Time, Place and Purpose of the FNB Special Meeting (Page __)

     The FNB special meeting will be held at the F.N.B. Technology Center Board Room, 4140 East State Street, Hermitage, Pennsylvania 16148, at ___, prevailing time, on ___, ___ ___, 2008.

     At the FNB special meeting, FNB’s shareholders will be asked to:

     • Consider and vote upon a proposal to approve and adopt the merger agreement between FNB and Omega pursuant to which Omega will merge with and into FNB pursuant to which FNB will issue up to 26,600,000 shares of FNB common stock to Omega’s shareholders on the terms and conditions provided in the merger agreement, as described in this joint proxy statement/prospectus;

     • Consider and vote upon a proposal to adjourn the FNB special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the FNB special meeting to approve and adopt the FNB merger proposal; and

     • Transact such other business as may be properly presented for action at the FNB special meeting or any adjournment, postponement or continuation of the FNB special meeting.

Date, Time, Place and Purpose of the Omega Special Meeting (Page ___)

     The Omega special meeting will be held at the Ramada Inn, 1450 South Atherton Street, State College, Pennsylvania, at ___, prevailing time, on ___, 2008.

     At the Omega special meeting, Omega’s shareholders will be asked to:

     • Consider and vote upon a proposal to approve and adopt the merger agreement between FNB and Omega pursuant to which Omega will merge with and into FNB, as described in this joint proxy statement/prospectus;

     • Consider and vote upon a proposal to adjourn the Omega special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Omega special meeting to approve and adopt the merger agreement; and

     • Transact such other business as may be properly presented for action at the Omega special meeting or any adjournment, postponement or continuation of the Omega special meeting.

Record Date; Quorum; Outstanding Common Stock Entitled to Vote (Page _)

     FNB and Omega have established the close of business on ___, 2008 as the record date for determining holders of shares of FNB and Omega common stock entitled to notice of and to vote at the respective special meetings of the shareholders of FNB and Omega. FNB shareholders will not be entitled to vote at the FNB special meeting if they are not an FNB shareholder of record as of the close of business on ___, 2008. Omega shareholders will not be entitled to vote at the Omega special meeting if they are not an Omega shareholder of record as of the close of business on ___, 2008.

     Each share of FNB common stock and Omega common stock is entitled to one vote. On the record date, ___ shares of FNB common stock were entitled to vote at the FNB special meeting. On the record date, ___ shares of Omega common stock were entitled to vote at the Omega special meeting.

     In the case of both the FNB and the Omega special meetings, the presence, in person or by proxy, of the holders entitled to cast at least a majority of the votes that the holders of their respective common stock issued and outstanding on the record date are entitled to cast is necessary to constitute a quorum at their respective special meetings.

     All shares of common stock present in person or represented by proxy and entitled to vote at each respective special meeting, no matter how they are voted or whether they abstain from voting, will be counted in determining the presence of a quorum.

     If the Omega special meeting is adjourned for one or more periods aggregating at least 15 days because of the absence of a quorum, those shareholders entitled to vote who attend the reconvened meeting, if less than a quorum as determined under applicable law, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in Omega’s notice of special meeting.

Recommendation of Omega’s and FNB’s Boards of Directors (Page     )

FNB

     FNB’s board of directors has unanimously determined that the terms of the merger agreement and the merger are fair to and in the best interests of FNB’s shareholders. FNB’s board of directors unanimously recommends that FNB shareholders vote FOR the FNB merger proposal and FOR the FNB adjournment proposal.

Omega

     Omega’s board of directors has unanimously determined that the terms of the merger agreement and the merger are fair to and in the best interests of Omega’s shareholders. Omega’s board of directors unanimously recommends that Omega shareholders vote FOR the Omega merger proposal and FOR the Omega adjournment proposal.

Required Vote (Page )

FNB

     Under Florida law, FNB’s articles of incorporation and the regulations of the NYSE, the affirmative vote of a majority of the votes cast by all holders of shares of FNB common stock entitled to vote at the FNB special meeting is required to approve the FNB merger proposal. In addition, NYSE regulations require that the total votes cast on the FNB merger proposal must represent over 50% in interest of all FNB shares entitled to vote on such proposal. For NYSE purposes, an abstention will count as a vote cast for purposes of meeting the 50% requirement. Therefore, abstentions will have the legal effect of a vote against the FNB merger proposal.

     If a holder of FNB common stock fails to vote or fails to direct the holder’s broker how to vote on the FNB merger proposal, then the holder’s shares will not be deemed cast for voting purposes and it will be more difficult for FNB to satisfy the NYSE requirement that the total votes cast on the FNB merger proposal represent over 50% of all shares of FNB common stock entitled to vote on the FNB merger proposal.

     Under Florida law and FNB’s articles of incorporation, the affirmative vote of the holders of a majority of the votes cast by all holders of shares of FNB common stock entitled

to vote at the FNB special meeting is required to approve the FNB adjournment proposal. Abstentions will have no effect on the vote to approve the FNB adjournment proposal.

     If your FNB shares are held in “street name” by your broker, bank or other nominee, you should instruct your broker how to vote your FNB shares using the instructions provided by your broker. Your broker will not vote your shares on the FNB merger proposal or the FNB adjournment proposal without instructions from you. These “non-voted” shares are not considered votes cast.

     As of the record date, FNB’s directors and executive officers and their affiliates beneficially owned ___ shares of FNB common stock, or approximately ___% of the FNB shares entitled to vote at the FNB special meeting.

     FNB’s board of directors unanimously believes that the merger with Omega is in the best interests of FNB’s shareholders and unanimously recommends that FNB shareholders vote FOR the FNB merger proposal and FOR the FNB adjournment proposal.

Omega

     Under Pennsylvania law and Omega’s articles of incorporation, the affirmative vote of a majority of the votes cast by all holders of shares of Omega common stock entitled to vote at the Omega special meeting is required to approve the Omega merger proposal and the Omega adjournment proposal.

     If your Omega shares are held in “street name” by your broker, bank or other nominee, you should instruct your broker how to vote your shares using the instructions provided by your broker. Your broker will not vote your shares on the Omega merger proposal or the Omega adjournment proposal without instructions from you. Under the PBCL, abstentions and broker non-votes are not considered votes cast and therefore will have no effect on the vote and will not be considered in determining whether the Omega merger proposal or the Omega adjournment proposal has received the requisite shareholder vote.

     As of the record date, Omega directors and executive officers and their affiliates beneficially owned ___ shares of Omega common stock, or approximately ___% of the Omega shares entitled to vote at the Omega special meeting. The directors of Omega, who collectively hold approximately ___% of Omega’s common stock, have entered into voting agreements with FNB and agreed to vote FOR the Omega merger proposal. In addition, as of the record date, FNB owned 128,914 shares of Omega common stock, or approximately ___% of the shares entitled to vote at the Omega special meeting, and FNB’s directors and executive officers and their affiliates owned an aggregate of ___ shares of Omega common stock as of the record date, or approximately ___% of the Omega shares entitled to vote at the Omega special meeting.

     The Omega board of directors unanimously believes that the merger is in the best interests of Omega’s shareholders and unanimously recommends that Omega shareholders vote FOR the Omega merger proposal and FOR the Omega adjournment proposal.

Appraisal Rights (Page ___)

     Appraisal rights are statutory rights that under certain circumstances enable a shareholder to dissent from an extraordinary corporate transaction, such as a merger, and to demand that the corporation pay the fair value of the shareholder’s shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction.

FNB

     Under Florida law, holders of FNB common stock are not entitled to a judicial appraisal of the fair value of their shares of FNB common stock in connection with the FNB merger proposal to be voted upon at the FNB special meeting.

Omega

     Under Pennsylvania law, holders of Omega common stock are not entitled to a judicial appraisal of the fair value of their shares of Omega common stock in connection with the Omega merger proposal to be voted upon at the Omega special meeting.

Solicitation (Page     )

     FNB and Omega will each pay for the costs of their respective special meetings and for the mailing of this joint proxy statement/prospectus to their respective shareholders. Omega and FNB will share equally the costs of printing this joint proxy statement/prospectus and the filing fee paid to the Securities and Exchange Commission, or SEC. Upon request, FNB or Omega, as applicable, will pay the reasonable expenses incurred by record holders of their respective common stock who are brokers, dealers, banks or voting trustees, or their nominees, for mailing proxy materials to the beneficial owners of the shares they hold of record.

     In addition to soliciting proxies by mail, the directors, officers and employees of FNB, Omega and their respective subsidiaries may also solicit proxies from their respective shareholders of record in person or by telephone or e-mail, but will not be specially compensated for doing so. FNB has retained the firm of Regan & Associates, Inc. to assist it in the solicitation of proxies and has agreed to pay Regan & Associates, Inc. $17,500 for its services. Omega has retained the firm of Regan & Associates, Inc. to assist it in the solicitation of proxies and has agreed to pay Regan & Associates, Inc. $12,500 for its services.

The Merger

Certain Effects of the Merger (Pages )

     Upon consummation of the merger:

	•		Each share of Omega common stock will automatically be converted into the right to receive 2.022 shares of FNB common stock; and
	•		Omega will cease to exist as a separate legal entity and all of Omega’s and Omega Bank’s operations will be conducted by FNB and FNB Bank.

Stock Options and Restricted Stock Units (Page     )

     The merger agreement provides that, at the effective time of the merger, each outstanding option to purchase Omega common stock will cease to represent a right to acquire Omega common stock and will be converted automatically into a right to acquire that number of shares of FNB common stock equal to the number of shares of Omega common stock subject to the option times 2.022 (the exchange ratio in the merger) at a price equal to the pre-merger exercise price of the option divided by 2.022 (the exchange ratio in the merger).

     The merger agreement further provides that immediately prior to the effective time of the merger, each unvested outstanding Omega restricted stock unit will vest and, at the effective time of the merger, each holder of an outstanding Omega restricted stock unit will receive 2.022 shares of FNB common stock for each share of Omega common stock subject to such unit.

Opinion of FNB’s Financial Advisor in Connection with the Merger (Pages __ to __)

     In connection with the merger, FNB’s board of directors received a written opinion, dated November 8, 2007, from FNB’s financial advisor, UBS Securities LLC, referred to as UBS, as to the fairness, from a financial point of view and as of the date of such opinion, to FNB of the exchange ratio provided for in the merger. The full text of UBS’ written opinion, dated November 8, 2007, is included in this joint proxy statement/prospectus as Appendix B and describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken. UBS’ opinion was provided for the benefit of FNB’s board of directors in connection with, and for the purpose of, its evaluation of the exchange ratio from a financial point of view, does not address any other aspect of the merger and does not constitute a recommendation to any shareholder as to how to vote or act with respect to the merger.

Opinion of Omega’s Financial Advisor in Connection with the Merger (Pages __ to __)

     Keefe, Bruyette & Woods, Inc., or KBW, Omega’s financial advisor in connection with the merger, delivered a written fairness opinion to Omega’s board of directors on November 8, 2007, the date the merger agreement was executed, that, as of November 8, 2007, and based upon and subject to the factors and assumptions set forth in its opinion, the exchange ratio in the merger is fair, from a financial point of view, to holders of shares of Omega common stock.

     Appendix C to this joint proxy statement/prospectus sets forth the full text of the KBW opinion, which sets forth the assumptions KBW considered, the procedures KBW followed, the matters KBW considered and the limitations on the review undertaken by KBW in connection with its opinion. KBW provided its opinion for the information and assistance of Omega’s board of directors in connection with its consideration of the merger. The KBW opinion is not a recommendation as to how an Omega shareholder should vote with respect to the merger or any related matter. Omega encourages its shareholders to read the KBW opinion in its entirety.

Interests of Omega’s Directors and Executive Officers in the Merger (Page     )

     In considering the recommendation of Omega’s board of directors that Omega shareholders vote FOR the Omega merger proposal and FOR the Omega adjournment proposal, Omega shareholders should be aware that certain executive officers and directors of Omega have interests in the merger that are different from, or in addition to, your interests as an Omega shareholder. These interests relate to or arise from, among other things:

	•		the continued indemnification of Omega’s current directors and executive officers under the merger agreement and providing these individuals with directors’ and officers’ insurance;
	•		the execution of an employment agreement between FNB Bank and Donita R. Koval, that will become effective upon the consummation of the merger;
	•		the potential receipt of change of control payments by Omega’s executive officers pursuant to severance agreements;
	•		the lump-sum payment of certain retirement benefits to two of Omega’s executive officers and one Omega director;
	•		the conversion of Omega stock options into FNB stock options to acquire that number of shares of Omega common stock covered by the option times the exchange ratio at an exercise price equal to the exercise price of the Omega stock option divided by the exchange ratio;

	•		three members of Omega’s board of directors will be appointed to the board of directors of FNB and four members of the board of directors of Omega Bank will be appointed to FNB Bank’s board of directors and will receive directors’ fees in connection therewith; and
	•		the members of Omega’s board of directors will be offered the opportunity to serve as members of the advisory board of directors of FNB’s new Allegheny Mountain Region and will receive certain fees for such services.

Conditions to the Merger (Page     )

     Currently, FNB and Omega expect to complete the merger early in the second quarter of 2008. However, as more fully described in this joint proxy statement/prospectus and in the merger agreement, the completion of the merger depends on the satisfaction of a number of conditions or, where legally permissible, the waiver of those conditions. These conditions include, among others:

	•		approval of the FNB merger proposal by a majority of the votes cast by all holders of shares of FNB common stock entitled to vote at the FNB special meeting so long as the total votes cast on the FNB merger proposal, including abstentions, by FNB’s shareholders represent over 50% of the total votes entitled to be cast on the FNB merger proposal by FNB’s shareholders and approval of the Omega merger proposal by a majority of the votes cast by all holders of Omega’s common stock entitled to vote at the Omega special meeting;
	•		the receipt of all regulatory approvals needed to complete the merger, including the approval of the Office of the Comptroller of the Currency, or OCC, the approval of the Board of Governors of the Federal Reserve System, or Federal Reserve Board, the approval of the Pennsylvania Department of Banking, or the Department, and the approval of the listing of additional shares of FNB common stock on the NYSE;
	•		the absence of any law or injunction that would effectively prohibit the merger; and
	•		the receipt of legal opinions from FNB’s legal counsel and Omega’s legal counsel as to the tax treatment of the merger.

     Neither FNB nor Omega can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

Termination of the Merger Agreement (Page     )

     FNB and Omega may agree to terminate the merger agreement before completing the merger, even after FNB’s and Omega’s shareholders approve the FNB merger proposal and the Omega merger proposal, respectively, if the termination is approved by the board of directors of Omega and the board of directors of FNB.

     Either FNB or Omega may terminate the merger agreement, even after their respective shareholders approve the respective merger proposals, if certain conditions have not been met, such as:

	•		failure to obtain the necessary regulatory approvals for the merger unless the failure is due to the terminating party’s breach of its covenants in the merger agreement;
	•		failure to complete the merger by June 30, 2008, unless the reason the merger has not been consummated by that date is a breach of the merger agreement by the terminating party;
	•		the non-terminating party’s breach of a representation, warranty, covenant or agreement contained in the merger agreement that would cause the failure of the closing conditions to be satisfied, provided the terminating party is not then in material breach of any of its representations, warranties, covenants or agreements in the merger agreement; or
	•		failure of the holders of the other party’s outstanding common stock to approve its merger proposal, provided the terminating party is not in material breach of its obligations to hold its special meeting and its board of directors is not in breach of its covenant to recommend such approval.

     FNB may terminate the merger agreement at any time prior to the Omega special meeting if Omega has:

	•		breached its obligation not to initiate, solicit or encourage or take any action to facilitate another proposal to acquire it, participate in any discussions or negotiations relating to another proposal to acquire it or, except as permitted by and subject to certain terms of, the merger agreement, approve, recommend or enter into any letter of intent, agreement or other commitment relating to another proposal to acquire Omega;
	•		failed to have Omega’s board of directors recommend approval of the Omega merger proposal to Omega’s shareholders or Omega’s board of directors shall have changed its recommendation, except as permitted by the merger agreement with respect to a proposal to acquire it on terms and conditions superior to those in the merger agreement;

	•		recommended approval of another proposal to acquire Omega; or
	•		failed to call and hold the Omega special meeting.

     Omega may terminate the agreement at any time prior to the FNB special meeting if FNB has:

	•		failed to have FNB’s board of directors recommend approval of the FNB merger proposal to FNB’s shareholders or FNB’s board of directors shall have changed its recommendation; or
	•		failed to call and hold the FNB special meeting.

     Except as provided below with respect to termination fees and expenses and the parties’ respective confidentiality obligations in the event the merger agreement is terminated by FNB or Omega, none of the parties will have any liability or obligation other than liabilities or damages incurred by any of them as a result of their willful breach of any of their respective representations, warranties, covenants or agreements contained in the merger agreement.

Expenses; Termination Fee (Page            and Page     )

     The merger agreement provides that Omega will pay FNB a break-up fee of $15,000,000 if:

	•		prior to the mailing of this joint proxy statement/prospectus, Omega terminates the merger agreement in order to enter into an agreement relating to an acquisition proposal that has terms superior to those of the merger agreement from the perspective of Omega’s shareholders;
	•		FNB terminates the merger agreement prior to the Omega special meeting because Omega has breached its obligation not to encourage or solicit acquisition proposals, Omega has failed to hold the Omega special meeting or Omega’s board of directors has not recommended approval of the Omega merger proposal or has changed its recommendation or has recommended approval of another proposal to acquire Omega or Omega fails to hold its special meeting;
	•		a tender or exchange offer for 25% or more of Omega’s common stock is made and Omega’s board of directors fails to send a statement to Omega’s shareholders recommending rejection of that offer within 10 days after the offer has been made; or

•

FNB or Omega terminate the merger agreement because:

	•		Omega’s shareholders did not approve the Omega merger proposal;
	•		a proposal to acquire Omega is made by a third party after November 8, 2007 and is not withdrawn prior to termination of the merger agreement; and
	•		within 18 months thereafter, Omega enters into an agreement to merge with or be acquired by that third party or that third party acquires substantially all of Omega’s assets or that third party acquires more than 50% of Omega’s common stock.

     The merger agreement also provides that upon termination:

	•		by Omega because FNB’s shareholders did not approve the FNB merger proposal at the FNB special meeting or because FNB breached its representations, warranties, covenants or agreements in the merger agreement, which breach could reasonably be expected to result in a material adverse effect and which breach cannot be or is not cured, assuming Omega is also not in material breach of its obligations under the merger agreement, FNB will pay Omega’s out-of-pocket expenses in connection with the merger, including fees and expenses of legal counsel, financial advisors and accountants, up to a maximum of $500,000; and
	•		by FNB because Omega’s shareholders did not approve the Omega merger proposal at the Omega special meeting or because Omega breaches its representations, warranties, covenants or agreements in the merger agreement which breach could reasonably be expected to result in a material adverse effect and which breach cannot be or is not cured, assuming FNB is also not in material breach of its obligations under the merger agreement, Omega will pay FNB’s out-of-pocket expenses in connection with the merger, including fees and expenses of legal counsel, financial advisors and accountants, up to a maximum of $500,000, provided, however, that Omega does not have to pay FNB’s expenses if Omega has paid the break-up fee to FNB.

Material U.S. Federal Income Tax Consequences of the Merger (Page     )

     FNB and Omega expect the merger to qualify as a tax-free reorganization for United States federal income tax purposes. In general, a tax-free reorganization means that Omega shareholders will not recognize any gain or loss on the exchange of their common stock for FNB common stock in the merger, except to the extent they receive cash instead of fractional shares.

Dividends (Page     )

     FNB paid cash dividends on its common stock totaling $0.95 per share for 2007. Based on the share exchange ratio and FNB’s current annual dividend rate of $0.96 per share, holders of Omega common stock would experience an anticipated dividend at an annual rate of $1.94 per Omega share, an increase of $0.70 per Omega share per year. Although FNB has no current plan or intention to change its dividend rate, FNB’s board of directors may, subject to applicable law, change its dividend rate in the future. FNB’s ability to pay dividends on its common stock is subject to various legal and regulatory limitations.

Certain Differences in Rights of Shareholders (Page     )

     When the merger is completed, the rights of Omega’s shareholders will be governed by Florida law and FNB’s articles of incorporation and bylaws rather than Pennsylvania law and Omega’s articles of incorporation and bylaws.

Comparative Market Prices and Dividends (Pages    )

     FNB common stock is listed on the NYSE under the symbol “FNB”. Prices for Omega common stock are quoted on the Nasdaq Global Select Market under the symbol “OMEF”. The table on page ___ lists the quarterly price range of FNB common stock and Omega common stock since January 1, 2005 as well as the quarterly cash dividends Omega and FNB have paid. The following table shows the closing price of FNB common stock and Omega common stock as reported on November 8, 2007, the last trading day before FNB and Omega announced the merger, and on ___, 2008, the last practicable trading day before the date of mailing of this joint proxy statement/prospectus. This table also shows the pro forma equivalent value of the merger consideration proposed for each share of Omega common stock, which we calculated by multiplying the closing price of FNB common stock on those dates by 2.022 (the exchange ratio in the merger).

										Pro Forma Equivalent
		FNB				Omega				Value of One Share of
		Common Stock				Common Stock				Omega Common Stock
November 8, 2007		$	15.40			$	26.22			$	31.14
__________, 2008			—				—				—

     The market price of FNB common stock may change at any time. Consequently, the total dollar value of the FNB common stock that you will be entitled to receive as a result of the merger may be significantly higher or lower. Omega shareholders are urged to obtain a current market quotation for FNB common stock. No assurance can be given as to the future price of FNB common stock.

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF FNB

     Set forth below are highlights from FNB’s consolidated financial data as of and for the years ended December 31, 2002 through 2006 and FNB’s unaudited consolidated financial data as of and for the nine months ended September 30, 2006 and 2007. The results of operations for the nine months ended September 30, 2007 are not necessarily indicative of the results of operations for the full year of 2007. FNB management prepared the unaudited information on the same basis as it prepared FNB’s audited consolidated financial statements. In the opinion of FNB’s management, this information reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data for these periods. You should read this information in conjunction with FNB’s consolidated financial statements and related notes included in FNB’s Annual Report on Form 10-K for the year ended December 31, 2006 and FNB’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2007 which are incorporated by reference in this joint proxy statement/prospectus and from which this information is derived. See “Where You Can Find More Information” on page ___.

Selected Consolidated Historical Financial Data of FNB
(Dollars in thousands, except per share amounts)

		Nine Months
		Ended September 30,								Year Ended December 31,
		2007				2006				2006				2005				2004				2003				2002
Summary of Earnings Data:
Total interest income		$	276,056			$	251,662			$	342,422			$	295,480			$	253,568			$	256,102			$	275,061
Total interest expense			130,629				110,783				153,585				108,780				84,390				86,990				98,372
Net interest income			145,427				140,879				188,837				186,700				169,178				169,112				176,689
Provision for loan losses			7,461				7,883				10,412				12,176				16,280				17,155				13,624
Net interest income after provision for loan losses			137,966				132,996				178,425				174,524				152,898				151,957				163,065
Total non-interest income			60,973				59,979				79,275				57,807				77,326				67,319				65,595
Total non-interest expense			124,996				121,119				160,514				155,226				140,892				183,272				183,661
Income before income taxes			73,943				71,856				97,186				77,105				89,332				36,004				44,999
Income taxes			21,327				21,800				29,537				21,847				27,537				8,966				13,728
Income from continuing operations			52,616				50,056				67,649				55,258				61,795				27,038				31,271
Earnings from discontinued operations, net of taxes			—				—				—				—				—				31,751				32,064
Net income			52,616				50,056				67,649				55,258				61,795				58,789				63,335
Per Share Data(1):
Basic earnings per share:
Continuing operations		$	0.88			$	0.86			$	1.15			$	0.99			$	1.31			$	0.58			$	0.68
Discontinued operations			—				—				—				—				—				0.69				0.69
Net income			0.88				0.86				1.15				0.99				1.31				1.27				1.37
Diluted earnings per share:
Continuing operations			0.87				0.85				1.14				0.98				1.29				0.57				0.67
Discontinued operations			—				—				—				—				—				0.68				0.68
Net income			0.87				0.85				1.14				0.98				1.29				1.25				1.35
Cash dividends paid			0.71				0.705				0.94				0.925				0.92				0.93				0.81
Book value(2)			8.94				8.94				8.90				8.31				6.47				13.10				12.93
Statement of Condition Data
(at end of period):
Total assets		$	6,124,174			$	6,060,285			$	6,007,592			$	5,590,326			$	5,027,009			$	8,308,310			$	7,090,232
Assets of discontinued operations			—				—				—				—				—				3,751,136				2,735,204
Net loans			4,306,482				4,191,519				4,200,569				3,698,340				3,338,994				3,213,058				3,188,223
Deposits			4,484,184				4,399,924				4,372,842				4,011,943				3,598,087				3,439,510				3,304,105
Short-term borrowings			451,188				372,761				363,910				378,978				395,106				232,966				255,370
Long-term and junior subordinated debt			584,722				688,432				670,921				662,569				636,209				584,808				400,056
Liabilities of discontinued operations			—				—				—				—				—				3,386,021				2,467,123
Total shareholders’ equity(2)			541,593				538,968				537,372				477,202				324,102				606,909				598,596
Significant Ratios(2):
Return on average assets			1.17	%			1.15	%			1.15	%			0.99	%			1.29	%			0.74	%			0.93	%
Return on average equity			13.04				13.25				13.15				12.44				23.54				9.66				10.97
Return on average tangible equity			26.63				26.37				26.30				23.62				30.42				16.81				11.46
Dividend payout ratio			81.57				82.26				81.84				94.71				72.56				72.90				59.03
Average equity to average assets			8.93				8.65				8.73				7.97				5.50				7.66				8.51

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF OMEGA

     Set forth below are highlights from Omega’s consolidated financial data as of and for the years ended December 31, 2002 through 2006 and Omega’s unaudited consolidated financial data as of and for the nine months ended September 30, 2006 and 2007. The results of operations for the nine months ended September 30, 2007 are not necessarily indicative of the results of operations of Omega for the full year of 2007. Omega management prepared the unaudited information on the same basis as it prepared Omega’s audited consolidated financial statements. In the opinion of Omega’s management, this information reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data for these periods. You should read this information in conjunction with Omega’s consolidated financial statements and related notes included in Omega’s Annual Report on Form 10-K for the year ended December 31, 2006, and Omega’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2007 that are incorporated by reference in this joint proxy statement/prospectus and from which this information is derived. See “Where You Can Find More Information” on page ___.

Selected Consolidated Historical Financial Data of Omega
(Dollars in thousands, except per share amounts)

		Nine Months
		Ended September 30,								Year Ended December 31,
		2007				2006				2006				2005				2004				2003				2002
Summary of Earnings Data:
Total interest income		$	70,632			$	70,912			$	94,787			$	91,175			$	62,371			$	56,783			$	64,960
Total interest expense			25,763				25,041				33,721				29,505				16,666				13,706				19,323
Net interest income			44,869				45,871				61,066				61,670				45,705				43,077				45,637
Provision for loan losses			1,560				1,120				3,896				1,202				(300	)			350				630
Net interest income after provision for loan losses			43,309				44,751				57,170				60,468				46,005				42,727				45,007
Total non-interest income			21,097				20,524				28,886				27,889				19,988				16,805				15,034
Total non-interest expense			42,828				44,448				59,609				59,381				43,550				37,521				36,212
Income before income taxes and discontinued operations			21,578				20,827				26,447				28,976				22,443				22,011				23,829
Income tax/expense			5,186				4,689				5,702				6,213				5,357				4,826				5,650
Net income from continuing operations			16,392				16,138				20,745				22,763				17,086				17,185				18,179
Earnings from discontinued operations, net of taxes			—				(93	)			(314	)			112				(65	)			—				—
Net income			16,392				16,045				20,431				22,875				17,021				17,185				18,179
Per Share Data:
Basic earnings per share:
Continuing operations		$	1.30			$	1.28			$	1.65			$	1.81			$	1.80			$	2.07			$	2.17
Discontinued operations			—				(0.01	)			(0.02	)			0.01				(0.01	)			—				—
Net income			1.30				1.28				1.62				1.82				1.79				2.07				2.17
Diluted earnings per share:
Continuing operations			1.30				1.28				1.65				1.80				1.79				2.01				2.10
Discontinued operations			—				(0.01	)			(0.02	)			0.01				(0.01	)			—				—
Net income			1.30				1.27				1.62				1.81				1.78				2.01				2.10
Cash dividends — common			0.93				0.93				1.24				1.24				1.20				1.17				1.13
Book value — common			26.22				25.64				25.76				25.28				25.07				19.79				19.63
Statement of Condition Data
(at end of period):
Total assets		$	1,782,381			$	1,876,105			$	1,815,818			$	1,939,979			$	2,082,571			$	1,140,166			$	1,154,557
Assets of discontinued operations			—				—				—				4,599				—				—				—
Net loans			1,114,169				1,136,362				1,135,048				1,199,373				1,312,606				788,144				779,819
Deposits			1,292,494				1,355,125				1,325,763				1,422,530				1,502,082				907,580				919,255
Short-term borrowings			62,880				62,708				65,712				90,153				90,259				33,263				41,452
Long-term and junior subordinated debt			83,812				86,116				85,551				94,859				158,961				24,121				19,069
Liabilities of discontinued operations			—				—				—				156				—				—				—
Total shareholders’ equity			331,205				322,389				325,211				318,490				315,739				167,439				162,110
Significant Ratios:
Return on average assets			1.21	%			1.12	%			1.08	%			1.15	%			1.24	%			1.50	%			1.58	%
Return on average common equity			6.62				6.64				6.32				7.13				8.89				10.32				11.32
Return on average tangible equity			13.29				14.04				13.22				15.33				11.84				10.32				11.32
Dividend payout — common			71.67				72.86				76.59				68.30				66.91				55.76				50.76
Average equity to average assets			18.34				16.86				17.07				16.06				13.97				14.53				13.96

SELECTED CONSOLIDATED UNAUDITED PRO FORMA FINANCIAL INFORMATION

     The following table sets forth information about FNB’s financial condition and results of operations, including per share data and financial ratios, after giving effect to the merger of Omega with and into FNB. This information is called pro forma financial information in this joint proxy statement/prospectus. The table shows the information as if the Omega merger had become effective on September 30, 2007, in the case of balance sheet data, and on January 1, 2006, in the case of income statement data. This pro forma information assumes that the merger with Omega is accounted for using the purchase method of accounting and represents a current estimate based on available information about FNB’s and Omega’s results of operations. See “Accounting Treatment” on page ___.

     The pro forma financial information includes adjustments to record the assets and liabilities of Omega at their estimated fair values and are subject to further adjustment as additional information becomes available and as further analyses are completed. This table should be read in conjunction with, and is qualified in its entirety by, the historical financial statements, including the notes thereto, of Omega and FNB incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information” on page ___.

     The pro forma financial information, while helpful in illustrating the combined financial condition and results of operations of Omega and FNB once the merger with Omega is completed under a particular set of assumptions, does not reflect the impact of possible revenue enhancements, expense efficiencies and asset dispositions, among other possibilities, and post-merger integration costs that may occur as a result of the merger and, accordingly, does not attempt to predict future results. The pro forma financial information also does not necessarily reflect what the combined historical results of operations of Omega and FNB would have been had they been merged during these periods.

SELECTED CONSOLIDATED UNAUDITED PRO FORMA FINANCIAL INFORMATION

		As of September 30, 2007
										Pro Forma				Pro Forma
		FNB				Omega				Adjustments				Combined
		(Dollars in thousands, except per share amounts)
Assets:
Cash and equivalents		$	135,509			$	80,827			$	—			$	216,336
Investment securities			1,035,959				287,035				81	(A)			1,323,075
Mortgage loans held for sale			7,131				200				—				7,331
Loans			4,358,604				1,126,774				1,972	(B)			5,487,350
Allowance for loan losses			(52,122	)			(12,805	)			—				(64,927	)
Net loans			4,306,482				1,113,969				1,972				5,422,423
Premises and equipment, net			82,977				29,428				—				112,405
Goodwill			242,120				159,567				61,849	(D)			463,536
Other intangibles			20,543				6,092				33,670	(C)			60,305
Other assets			293,453				105,263				(5,233	)(E)			393,483
Total assets		$	6,124,174			$	1,782,381			$	92,339			$	7,998,894
Liabilities:
Deposits		$	4,484,184			$	1,292,494			$	3,526	(F)		$	5,780,204
Borrowings			884,879				90,872				71	(G)			975,822
Junior subordinated debt			151,031				55,820				(1,424	)(H)			205,427
Other liabilities			62,487				11,990				30,060	(I)			104,537
Total liabilities			5,582,581				1,451,176				32,233				7,065,990
Shareholders’ equity			541,593				331,205				60,106	(J)			932,904
Total liabilities and shareholders’ equity		$	6,124,174			$	1,782,381			$	92,339			$	7,998,894
Book value per share		$	8.94			$	26.22							$	10.87
Shares outstanding			60,555,834				12,632,627				12,649,881				85,838,342
Capital ratios:
Tangible equity/tangible assets			4.76	%			10.24	%							5.47	%
Leverage capital ratio			7.43	%			13.30	%							8.25	%

See Notes to Selected Consolidated Unaudited Pro Forma Financial Information

		For the Nine Months Ended September 30, 2007
										Pro Forma				Pro Forma
		FNB				Omega				Adjustments				Combined
		(Dollars in thousands, except per share amounts)
Total interest income		$	276,056			$	70,632			$	(453	)(B)		$	346,235
Total interest expense			130,629				25,763				(2,486	)(F)(G)(H)			153,906
Net interest income			145,427				44,869				2,033				192,329
Provision for loan losses			7,461				1,560				—				9,021
Net interest income after provision for loan losses			137,966				43,309				2,033				183,308
Non-interest income			60,973				21,097				—				82,070
Non-interest expense			124,996				42,828				4,725	(C)			172,549
Income before income taxes			73,943				21,578				(2,692	)			92,829
Income taxes			21,327				5,186				(942	)(K)			25,571
Net income		$	52,616			$	16,392				($1,750	)		$	67,258
Earning per common share:(L)
Basic		$	0.88			$	1.30							$	0.79
Diluted			0.87				1.30							$	0.78
Ratios:
Return on average assets			1.17	%			1.21	%							1.13	%
Return on average equity			13.04	%			6.62	%							9.67	%
Dividend payout ratio			81.57	%			71.67	%							90.50	%

See Notes to Selected Consolidated Unaudited Pro Forma Financial Information

		For the Year Ended December 31, 2006
										Pro Forma				Pro Forma
		FNB				Omega				Adjustments				Combined
		(Dollars in thousands, except per share amounts)
Total interest income		$	342,422			$	94,787			$	(604	)(B)		$	436,605
Total interest expense			153,585				33,721				(3,316	)(F)(G)(H)			183,990
Net interest income			188,837				61,066				2,712				252,615
Provision for loan losses			10,412				3,896				—				14,308
Net interest income after provision for loan losses			178,425				57,170				2,712				238,307
Non-interest income			79,275				28,886				—				108,161
Non-interest expense			160,514				59,609				6,161	(C)			226,284
Income before income taxes			97,186				26,447				(3,449	)			120,184
Income taxes			29,537				5,702				(1,207	)(K)			34,032
Income from continuing operations			67,649				20,745				(2,242	)			86,152
Loss from discontinued operations, net of tax			—				(314	)			—				(314	)
Net income		$	67,649			$	20,431				($2,242	)		$	85,838
Basic earnings per common share:(L)
Continuing operations		$	1.15			$	1.65							$	1.02
Discontinued operations			0.00				(0.02	)							(0.00	)
Net income			1.15				1.62								1.02
Diluted earnings per common share:(L)
Continuing operations		$	1.14			$	1.65							$	1.02
Discontinued operations			0.00				(0.02	)							(0.00	)
Net income			1.14				1.62								1.01
Ratios:
Return on average assets			1.15	%			1.08	%							1.09	%
Return on average equity			13.15	%			6.32	%							9.56	%
Dividend payout ratio			81.84	%			76.59	%							92.18	%

See Notes to Selected Consolidated Unaudited Pro Forma Financial Information

NOTES TO THE SELECTED CONSOLIDATED UNAUDITED PRO FORMA FINANCIAL INFORMATION

Note 1 – Basis of Pro Forma Presentation

The preceding tables set forth information about FNB’s financial condition and results of operations, including per share data and financial ratios, after giving effect to the merger of Omega with and into FNB. This information is called pro forma financial information in this joint proxy statement/prospectus. The table shows the information as if the merger had become effective on September 30, 2007, in the case of balance sheet data, and on January 1, 2006, in the case of income statement data.

The estimated purchase price of $390.8 million for Omega as of the date of the merger agreement is based on the conversion of Omega shares into FNB stock using an exchange ratio of 2.022 to 1.0. The per share price value for FNB common stock was $15.46, which was the average of the closing prices of FNB common stock for the period commencing four trading days before, and ending four trading days after November 8, 2007, the date of the merger agreement.

The merger will be accounted for using the purchase method of accounting; accordingly, FNB’s cost to acquire Omega will be allocated to the assets acquired (including identifiable intangible assets) and liabilities assumed from Omega at their respective fair values on the date the merger is completed. This table should be read in conjunction with, and is qualified in its entirety by, the historical financial statements, including the notes thereto, of Omega and FNB incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information” on page                     .

The selected consolidated unaudited pro forma financial information includes estimated adjustments to record the assets and liabilities of Omega at their respective fair values and represents management’s estimates based on available information. The pro forma adjustments included herein may be revised as additional information becomes available and as additional analyses are performed. The final allocation of the purchase price will be determined after the merger is completed and after completion of a final analysis to determine the fair values of Omega’s tangible, and identifiable intangible, assets and liabilities as of the closing date. Accordingly, the final purchase accounting adjustments and integration charges may be materially different from the pro forma adjustments presented in this joint proxy statement/prospectus. Increases or decreases in the fair value of the net assets, commitments, contracts and other items of Omega compared to the information shown in this joint proxy statement/prospectus may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact the statement of income due to adjustments in yield and/or amortization of the adjusted assets or liabilities.

The selected consolidated unaudited pro forma financial information presented in this joint proxy statement/prospectus does not necessarily indicate the results of operations or the combined financial position that would have resulted had the merger been completed at the beginning of the applicable period presented, does not reflect the impact of possible revenue enhancements, expense efficiencies or asset dispositions, and is not indicative of the results of operations in future periods or the future financial position of the combined company.

Note 2 – Pro Forma Adjustments

The selected consolidated unaudited pro forma financial information for the merger includes the pro forma balance sheet as of September 30, 2007 assuming the merger was completed on September 30, 2007. The pro forma income statements for the nine months ended September 30, 2007 and the year ended December 31, 2006 were prepared assuming the merger was completed on January 1, 2006.

The selected consolidated unaudited pro forma financial information reflects the issuance of 25,282,508 shares of FNB common stock with an aggregate value of $390.8 million and the conversion of approximately 500,794 shares underlying Omega stock options and restricted stock units with a value of approximately $0.5 million at September 30, 2007. All of the Omega stock options are vested and will be converted into FNB stock options and all unvested restricted stock units will vest at the time of the merger. Common stock used in the exchange was valued as discussed in Note A above.

The allocation of the purchase price follows (in thousands):

Value of Omega shares converted at an exchange ratio of 2.022 to 1.0		$	390,811
Incremental direct costs associated with the merger, net of tax benefit			23,550
Fair value of outstanding employee and non-employee stock options			500
Total cost of acquisition			414,861
Omega net assets acquired:
Shareholders’ equity			331,205
Elimination of recorded goodwill and other intangibles, net of deferred taxes			(163,442	)
Omega’s tangible book value			167,763
Estimated adjustments to reflect assets acquired and liabilities assumed at fair value:
Total fair value adjustments			39,511
Associated deferred income taxes			(13,829	)
Fair value of net assets acquired, net of tax			193,445
Goodwill resulting from the merger		$	221,416

The pro forma adjustments included in the selected consolidated unaudited pro forma financial information are as follows:

(A)		Adjustment to write-off historical Omega fair value adjustments.
(B)		Adjustment to write-off the historical fair value adjustments and record the current fair value of the loan portfolio based on current interest rates. The current fair value adjustment will be recognized over the estimated remaining life of the loan portfolio. The impact of the adjustment was to decrease interest income by approximately $0.5 million and $0.6 million for the nine months ended September 30, 2007 and the year ended December 31, 2006, respectively. Adjustment to fair value for loans deemed impaired in accordance with Statement of Position 03-3 has not yet been determined and has not been included in the pro forma adjustments.
(C)		Adjustment to write off historical Omega intangibles and to record intangible assets (other than goodwill) resulting from the merger based on estimated fair values. Management is studying the nature, amount and amortization method of various possible identified intangibles. The adjustments reflected herein are based on current assumptions and valuations, which are subject to change. For purposes of the pro forma adjustments shown here, the estimated fair value of the intangibles is approximately $39.7 million and consists of a core deposit intangible of $36.1 million, an insurance customer list of $0.8 million and a trust customer list of $2.8 million. FNB estimates that the core deposit intangibles will be amortized on an accelerated basis over ten years and the trust and insurance company lists will be amortized on an accelerated basis over 17 years and 13 years, respectively. Material changes to these estimated fair values and estimated useful lives are possible once FNB’s analyses are completed. The net impact of the adjustment was to increase non-interest expense by approximately $4.7 million and $6.2 million for the nine months ended September 30, 2007 and the year ended December 31, 2006, respectively.
(D)		Adjustment to write off historical Omega goodwill and record goodwill created as a result of the merger.
(E)		Adjustment to record the deferred tax liability created as a result of the fair value adjustments using FNB’s statutory tax rate of 35%.
(F)		Adjustment to fair value of time deposit liabilities based on current interest rates for similar instruments. The adjustment will be recognized over the estimated remaining term of the related deposit liability. The impact of the adjustment was to decrease interest expense by approximately $2.4 million and $3.3 million for the nine months ended September 30, 2007 and the year ended December 31, 2006, respectively.

(G)		Adjustment to fair value of outstanding long-term debt instruments. The adjustment will be recognized over the remaining life of the debt instruments. The impact of the adjustment was to decrease interest expense by less than $0.1 million for the nine months ended September 30, 2007 and the year ended December 31, 2006.
(H)		Adjustment to write-off historical fair value adjustments and record the current fair value of outstanding junior subordinated debt based on current interest rates. The current adjustment will be recognized over the remaining life of the long-term debt instruments. The impact of the adjustment was to decrease interest expense by less than $0.1 million for the nine months ended September 30, 2007 and the year ended December 31, 2006, respectively.
(I)		Adjustment to reflect the liability for incremental direct costs associated with the merger, net of the tax benefit. These costs include accountant and attorney fees, investment banker services, payout of vendor and employee contracts and severance payments to displaced Omega personnel. These liabilities have been recorded pursuant to EITF 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination”. The tax benefit of accounting and attorneys fees and investment banker services have not yet been determined.
(J)		Adjustment to eliminate Omega’s historical shareholders’ equity; the adjustment reflects the issuance of FNB common stock and the conversion of Omega’s stock options into FNB stock options.
(K)		Adjustment to record the tax effect of the pro forma adjustments using FNB’s statutory tax rate of 35%.
(L)		Weighted average shares were calculated using the historical weighted average shares outstanding of Omega and FNB, adjusted using the exchange ratio, to the equivalent shares of FNB common stock, for the year ended December 31, 2006 and the nine months ended September 30, 2007. Earnings per share data have been computed based on the combined historical income of Omega and FNB and the impact of purchase accounting adjustments.

Note 3 – Merger-Related Charges and Benefits

In connection with the merger, a plan is being developed to integrate FNB’s and Omega’s operations. The total integration costs have not yet been determined and have not been included in the pro forma adjustments. The specific details of these plans will continue to be refined over the next several months. Currently, FNB’s merger integration team is assessing the two companies’ operations, including information systems, premises, branch offices,

equipment, benefit plans, service contracts, product offerings and personnel to determine optimum strategies to realize additional cost savings.

RISK FACTORS RELATING TO THE MERGER

     In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, you should carefully consider the following risk factors in deciding whether to vote in favor of the FNB merger proposal, the Omega merger proposal, the FNB adjournment proposal and the Omega adjournment proposal, as applicable.

Risks Specifically Related to the Merger

Because the market price of FNB common stock may fluctuate, Omega shareholders cannot be certain of the market value of the common stock that they will receive in the merger.

     Upon completion of the merger, each share of Omega common stock will be converted into the right to receive 2.022 shares of FNB common stock. Any change in the price of FNB common stock prior to the merger will affect the market value of the stock that Omega shareholders will receive in the merger. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in FNB’s businesses, operations and prospects and regulatory considerations.

     The prices of FNB common stock and Omega common stock at the closing of the merger may vary from their respective prices on the date the merger agreement was executed, on the date of this joint proxy statement/prospectus and on the date of the special meetings. As a result, the value represented by the exchange ratio will also vary. For example, based on the range of closing prices of FNB common stock during the period from November 8, 2007, the last full trading day before public announcement of the merger, through                     , 2008, the last practicable full trading day prior to the date of the printing of this joint proxy statement/prospectus, the exchange ratio represented a value ranging from a high of $                     on                                         ,                       to a low of $                     on                     ,                 for each share of Omega common stock. Because the date the merger will be completed will be later than the date of the Omega special meeting, at the time of the Omega special meeting Omega shareholders will not know what the market value of FNB’s common stock will be upon completion of the merger.

FNB may encounter integration difficulties or may fail to realize the anticipated benefits of the merger.

     In determining that the merger was in the best interests of FNB and Omega, their respective boards of directors considered that enhanced earnings may result from the consummation of the merger, including from reduction of duplicate costs, improved efficiency and cross-marketing opportunities. The success of the merger will depend, in part, on the ability of FNB and Omega to realize the anticipated benefits of the merger, which may not be realized as anticipated or at all and may take longer to realize than anticipated.

Failure to achieve the anticipated benefits of the merger could result in increased costs and decreases in the revenues of the combined company.

     FNB and Omega may not be able to integrate their operations without encountering difficulties, including, without limitation, the loss of key employees and customers, the disruption of their respective ongoing businesses or possible inconsistencies in standards, controls, procedures and policies.

If the merger is not completed, FNB and Omega will have incurred substantial expenses without realizing the expected benefits of the merger.

     FNB and Omega have incurred substantial expenses in connection with the merger described in this joint proxy statement/prospectus. The completion of the merger depends on the satisfaction of specified conditions and the receipt of regulatory approvals. If the merger is not completed, these expenses would have to be recognized currently and not capitalized and Omega and FNB would not have realized the expected benefits of the merger.

Future results of the combined companies may materially differ from the pro forma financial information presented in this joint proxy statement/prospectus.

     Future results of the combined FNB and Omega may be materially different from those shown in the pro forma financial statements that show only a combination of their historical results. The costs FNB will incur in connection with the merger may be higher or lower than FNB has estimated, depending upon how costly or difficult it is to integrate the operations of FNB and Omega. Furthermore, these charges may decrease the capital of FNB after the merger that could be used for profitable, income-earning investments in the future.

The merger agreement limits Omega’s ability to pursue alternatives to the merger.

     The merger agreement contains provisions that, subject to limited exceptions, limit Omega’s ability to discuss, facilitate or enter into agreements with third parties to acquire Omega. If Omega avails itself of those limited exceptions, Omega will be obligated to pay FNB a break-up fee of $15,000,000 if the merger agreement is terminated in specified circumstances. From Omega’s perspective, these provisions could discourage a potential competing acquiror that might have an interest in acquiring Omega from proposing or considering an acquisition of Omega even if that potential acquiror were prepared to pay a higher price to Omega shareholders than the price FNB proposes to pay under the merger agreement.

Some directors and executive officers of Omega have interests in the merger that may differ from the interests of Omega shareholders including, if the merger is completed, the receipt of financial and other benefits.

     Executive officers of Omega and FNB negotiated the terms of the merger agreement, and the Omega and FNB boards of directors approved the merger agreement and the Omega board of directors recommended that its shareholders vote to approve and adopt the merger agreement. In considering these facts and the other information in this joint proxy statement/prospectus, you should be aware that certain directors and executive officers of Omega have economic interests in the merger other than their interests as shareholders. For example, some executive officers (one of whom is also a director) and another director are parties to severance agreements with Omega that provide, among other things, cash payments in the case of a change of control, such as the completion of the merger with FNB, and two of Omega’s executive officers (one of whom is also a director) will receive a lump-sum payment of certain retirement benefits upon completion of the merger. In addition, upon completion of the merger, three members of Omega’s board of directors will become members of the FNB board of directors and four members of Omega’s board of directors will become members of FNB Bank’s board of directors and will receive directors’ fees from FNB and FNB Bank in connection therewith. In addition, the members of Omega’s board of directors will be offered the opportunity to serve as members of FNB’s Allegheny Mountain Region advisory board of directors and will receive certain fees for their services. Also, Donita R. Koval, the President and Chief Executive Officer of Omega entered into an employment agreement with FNB Bank that will become effective upon the consummation of the merger. The board of directors of Omega was aware of these interests at the time it approved the merger. These interests may cause Omega’s directors and executive officers to view the Omega merger proposal differently and more favorably than Omega shareholders may view it.

Risks Related to Owning FNB Common Stock

The combined company’s status as a holding company makes it dependent on dividends from its subsidiaries to meet its obligations.

     The combined company will be a holding company and will conduct almost all of its operations through its subsidiaries. The combined company will not have any significant assets other than the stock of its subsidiaries. Accordingly, the combined company will depend on dividends from its subsidiaries to meet its obligations. The combined company’s right to participate in any distribution of earnings or assets of its subsidiaries is subject to the prior claims of creditors of such subsidiaries. Under federal and state law, FNB Bank is limited in the amount of dividends it may pay to FNB without prior regulatory approval. Also, bank regulators have the authority to prohibit FNB Bank from paying dividends if the bank regulators determine that FNB Bank is in an unsound or unsafe condition or that the payment would be an unsafe and unsound banking practice.

Interest rate volatility could significantly harm the combined company’s business.

     The combined company’s results of operations will be affected by the monetary and fiscal policies of the federal government and the regulatory policies of governmental authorities. A significant component of the combined company’s earnings will consist of its net interest income, which is the difference between the income from interest-earning assets, such as loans, and the expense of interest-bearing liabilities, such as deposits. A change in market interest rates could adversely affect the combined company’s earnings if market interest rates change such that the interest the combined company pays on deposits and borrowings increases faster than the interest it collects on loans and investments. Consequently, the combined company, along with other financial institutions generally, will be sensitive to interest rate fluctuations.

The combined company’s results of operations will be significantly affected by the ability of its borrowers to repay their loans.

     Lending money is an essential part of the banking business. However, borrowers do not always repay their loans. The risk of non-payment is affected by:

	•		credit risks of a particular borrower;
	•		changes in economic and industry conditions;
	•		the duration of the loan; and
	•		in the case of a collateralized loan, uncertainties as to the future value of the collateral.

     Generally, commercial/industrial, construction and commercial real estate loans present a greater risk of non-payment by a borrower than other types of loans. In addition, consumer loans typically have shorter terms and lower balances with higher yields compared to real estate mortgage loans, but generally carry higher risks of default. Consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount that can be recovered on these loans.

The combined company’s financial condition and results of operations would be adversely affected if its allowance for loan losses were not sufficient to absorb actual losses.

     There is no precise method of estimating loan losses. The combined company can give no assurance that its allowance for loan losses is or will be sufficient to absorb actual loan losses. Excess loan losses could have a material adverse effect on the combined company’s

financial condition and results of operations. FNB attempts to maintain an appropriate allowance for loan losses to provide for estimated losses in its loan portfolio. FNB periodically determines the amount of its allowance for loan losses based upon consideration of several factors, including:

	•		a regular review of the quality, mix and size of the overall loan portfolio;
	•		historical loan loss experience;
	•		evaluation of non-performing loans;
	•		assessment of economic conditions and their effects on FNB’s existing portfolio; and
	•		the amount and quality of collateral, including guarantees, securing loans.

The combined company’s financial condition may be adversely affected if it is unable to attract sufficient deposits to fund its anticipated loan growth.

     The combined company will fund its loan growth primarily through deposits. To the extent that the combined company is unable to attract and maintain sufficient levels of deposits to fund its loan growth, it would be required to raise additional funds through public or private financings. FNB can give no assurance that it would be able to obtain these funds on terms that are favorable to it.

The combined company could experience significant difficulties and complications in connection with its growth and acquisition strategy.

     FNB has grown significantly over the last few years and may seek to continue to grow by acquiring financial institutions and branches as well as non-depository entities engaged in permissible activities for its financial institution subsidiaries. However, the market for acquisitions is highly competitive. The combined company may not be as successful in identifying financial institution and branch acquisition candidates, integrating acquired institutions or preventing deposit erosion at acquired institutions or branches.

     As part of this acquisition strategy, the combined company may acquire additional banks and non-bank entities that it believes provide a strategic fit with its business. To the extent that the combined company is successful with this strategy, it cannot assure you that it will be able to manage this growth adequately and profitably. For example, acquiring any bank or non-bank entity will involve risks commonly associated with acquisitions, including:

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potential exposure to unknown or contingent liabilities of banks and non-bank entities the combined company acquires;

	•		exposure to potential asset quality issues of acquired banks and non-bank entities;
	•		potential disruption to the combined company’s business;
	•		potential diversion of the time and attention of FNB’s management; and
	•		the possible loss of key employees and customers of the banks and other businesses FNB acquires.

     In addition to acquisitions, the combined company may expand into additional communities or attempt to strengthen its position in its current markets by undertaking additional de novo branch openings. Based on its experience, FNB believes that it generally takes up to three years for new banking facilities to achieve operational profitability due to the impact of organizational and overhead expenses and the start-up phase of generating loans and deposits. To the extent that the combined company undertakes additional de novo branch openings, it is likely to continue to experience the effects of higher operating expenses relative to operating income from the new banking facilities, which may have an adverse effect on its net income, earnings per share, return on average shareholders’ equity and return on average assets.

     The combined company may encounter unforeseen expenses, as well as difficulties and complications in integrating expanded operations and new employees without disruption to its overall operations. Following each acquisition, the combined company must expend substantial resources to integrate the entities. The integration of non-banking entities often involves combining different industry cultures and business methodologies. The failure to integrate successfully the entities the combined company acquires into its existing operations may adversely affect its results of operations and financial condition.

The combined company could be adversely affected by changes in the law, especially changes in the regulation of the banking industry.

     The combined company and its subsidiaries will operate in a highly regulated environment and are subject to supervision and regulation by several governmental regulatory agencies, including the Federal Reserve Board, the OCC and the FDIC. Regulations are generally intended to provide protection for depositors, borrowers and other customers rather than for investors. FNB is subject to changes in federal and state law, regulations, governmental policies, income tax laws and accounting principles. Changes in regulation could adversely affect the banking industry as a whole and could limit FNB’s growth and the return to investors by restricting such activities as:

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the payment of dividends;

•

mergers with or acquisitions of other institutions;

	•		investments;
	•		loans and interest rates;
	•		the provision of securities, insurance or trust services; and
	•		the types of non-deposit activities in which the combined company’s financial institution subsidiaries may engage.

     In addition, legislation may change present capital requirements, which could restrict the combined company’s activities and require the combined company to maintain additional capital.

The combined company’s results of operations could be adversely affected due to significant competition.

     The combined company may not be able to compete effectively in its markets, which could adversely affect the combined company’s results of operations. The banking and financial service industry in each of the combined company’s market areas is highly competitive. The competitive environment is a result of:

	•		changes in regulation;
	•		changes in technology and product delivery systems; and
	•		the accelerated pace of consolidation among financial services providers.

     The combined company competes for loans, deposits and customers with various bank and non-bank financial service providers, many of which are larger in terms of total assets and capitalization, have greater access to the capital markets and offer a broader array of financial services than the combined company will have. Competition with such institutions may cause the combined company to increase its deposit rates or decrease its interest rate spread on loans it originates.

The combined company’s anticipated future growth may require it to raise additional capital in the future, but that capital may not be available when it is needed.

     The combined company is required by federal and state regulatory authorities to maintain adequate levels of capital to support the combined company’s operations. FNB and Omega are, and the combined company will be, “well capitalized” under applicable regulations. FNB and Omega anticipate that the combined company’s current capital resources will satisfy applicable capital requirements for the foreseeable future. The combined company may at some point, however, need to raise additional capital to support continued growth, both internally and through acquisitions.

     The combined company’s ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside the combined company’s control, and on the combined company’s financial performance. Accordingly, the combined company cannot assure you of its ability to expand its operations through internal growth and acquisitions could be materially impaired.

Adverse economic conditions in FNB’s market area may adversely impact its results of operations and financial condition.

     A substantial portion of FNB’s historical business is concentrated in western Pennsylvania and eastern Ohio, which over recent years have become slower growth markets than other areas of the United States. As a result, FNB Bank’s loan portfolio and results of operations may be adversely affected by factors that have a significant impact on the economic conditions in this market area. The local economies of this market area have become less robust than the economy of the nation as a whole and may not be subject to the same fluctuations as the national economy. Adverse economic conditions in FNB’s market area, including the loss of certain significant employers, could reduce its growth rate, affect its borrowers’ ability to repay their loans and generally affect FNB’s financial condition and results of operations. Furthermore, a downturn in real estate values in FNB Bank’s market area could cause many of its loans to become inadequately collateralized.

Certain provisions of FNB’s articles of incorporation and bylaws and Florida law may discourage takeovers.

     FNB’s articles of incorporation and bylaws contain certain anti-takeover provisions that may discourage or may make more difficult or expensive a tender offer, change in control or takeover attempt that is opposed by FNB’s board of directors. In particular, FNB’s articles of incorporation and bylaws:

	•		classify its board of directors into three classes, so that shareholders elect only one-third of its board of directors each year;
	•		permit shareholders to remove directors only for cause;
	•		do not permit shareholders to take action except at an annual or special meeting of shareholders;
	•		require shareholders to give FNB advance notice to nominate candidates for election to its board of directors or to make shareholder proposals at a shareholders’ meeting;

	•		permit FNB’s board of directors to issue, without shareholder approval unless otherwise required by law, preferred stock with such terms as its board of directors may determine; and
	•		require the vote of the holders of at least 75% of FNB’s voting shares for shareholder amendments to its bylaws.

     Under Florida law, the approval of a business combination with shareholders owning 10% or more of the voting shares of a corporation requires the vote of holders of at least two-thirds of the voting shares not owned by such shareholders, unless the transaction is approved by a majority of the corporation’s disinterested directors. In addition, Florida law generally provides that shares of a corporation acquired in excess of certain specified thresholds will not possess any voting rights unless the voting rights are approved by a majority vote of the corporation’s disinterested shareholders.

     These provisions of FNB’s articles of incorporation and bylaws and of Florida law could discourage potential acquisition proposals and could delay or prevent a change in control, even though a majority of FNB’s shareholders may consider such proposals desirable. Such provisions could also make it more difficult for third parties to remove and replace the members of FNB’s board of directors. Moreover, these provisions could diminish the opportunities for shareholders to participate in certain tender offers, including tender offers at prices above the then-current market price of FNB’s common stock, and may also inhibit increases in the trading price of FNB’s common stock that could result from takeover attempts.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     This joint proxy statement/prospectus contains a number of forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act regarding the financial condition, results of operations, earnings outlook, business and prospects of FNB and Omega, and the potential combined company, as well as statements applicable to the period following the completion of the merger. You can find many of these statements by looking for words such as “plan,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “potential,” “possible ” or other similar expressions.

     The forward-looking statements involve certain risks and uncertainties. The ability of either FNB or Omega to predict results or the actual effects of their plans and strategies, particularly after the merger, is inherently uncertain. Accordingly, actual results may differ materially from anticipated results. Some of the factors that may cause actual results or earnings to differ materially from those contemplated by the forward-looking statements include, but are not limited to, those discussed under “Risk Factors Relating to the Merger” beginning on page ___, as well as the following:

	•		the businesses of FNB and Omega may not be integrated successfully or the integration may be more difficult, time-consuming or costly than currently anticipated;
	•		expected revenue synergies and cost savings from the merger may not be realized within the expected time frame or at all;
	•		revenues may be lower than expected following the merger;
	•		deposit attrition, operating costs, loss of customers and business disruption, including, without limitation, difficulties in maintaining relationships with Omega’s employees, customers or suppliers may be greater than anticipated following the merger;
	•		the regulatory approvals for the merger may not be obtained on acceptable terms, on the anticipated schedule or at all;
	•		the merger proposals may not be approved by the requisite vote of FNB’s and Omega’s shareholders;
	•		competitive pressure among financial services companies is intense;
	•		general economic conditions may be less favorable than expected;
	•		political conditions and related actions by the United States military abroad may adversely affect economic conditions as a whole;

	•		changes in the interest rate environment may reduce interest margins and impact funding sources;
	•		changes in market rates and prices may adversely impact the value of financial products and assets;
	•		legislation or changes in the regulatory environment may adversely affect the businesses in which FNB and Omega are engaged; and
	•		litigation liabilities, including costs, expenses, settlements and judgments, may adversely affect either company or their businesses.

     Because these forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this joint proxy statement/prospectus or the date of any document incorporated by reference in this joint proxy statement/prospectus.

     All forward-looking statements concerning the merger or other matters addressed in this joint proxy statement/prospectus and attributable to FNB or Omega or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, FNB and Omega undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this joint proxy statement/prospectus or to reflect the occurrence of unanticipated events.

THE SPECIAL MEETINGS

     This section contains information for FNB’s shareholders and Omega’s shareholders about the special meetings of shareholders FNB and Omega have called to consider the approval of the merger proposal and the adjournment proposal.

General

     This joint proxy statement/prospectus is being furnished to FNB’s shareholders as part of the solicitation of proxies by FNB’s board of directors for use at a special meeting of FNB’s shareholders to be held at the FNB Technology Center Board Room, 4140 East State Street, Hermitage, Pennsylvania on                                         , 2008 at                     , and at any adjournment, postponement or continuation thereof. This joint proxy statement/prospectus is being furnished to Omega’s shareholders as part of the solicitation of proxies by Omega’s board of directors for use at a special meeting of Omega’s shareholders to be held at the Ramada Inn, 1450 South Atherton Street, State College, Pennsylvania on                                         , 2008 at                     , and at any adjournment, postponement or continuation thereof.

When and Where the Special Meetings Will Be Held

FNB

     The FNB special meeting will be held on                                         ,                                          , 2008 at                                         , prevailing time, at the F.N.B. Technology Center Board Room, 4140 East State Street, Hermitage, Pennsylvania, subject to any adjournment, postponement or continuation of the FNB special meeting.

Omega

     The Omega special meeting will be held on                                         ,                                                               , 2008, at                     , prevailing time, at the Ramada Inn, 1450 South Atherton Street, State College, Pennsylvania, subject to any adjournment, postponement or continuation of the Omega special meeting.

Matters to Be Considered

FNB

     The purposes of the FNB special meeting are to consider and vote upon:

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Proposal No. 1 – A proposal to approve and adopt the merger agreement between FNB and Omega, including the issuance by FNB of up to 26,600,000

			shares of FNB common stock pursuant to the terms and conditions of the merger agreement;
	•		Proposal No. 2 – A proposal to adjourn the FNB special meeting, if necessary, to permit further solicitation of proxies if FNB has not received sufficient votes at the time of the FNB special meeting to approve the FNB merger proposal; and
	•		Such other business as may properly come before the FNB special meeting and any adjournment, postponement or continuation of the FNB special meeting.

     FNB’s shareholders must approve Proposal No. 1 for the merger to occur. If FNB’s shareholders do not approve the FNB merger proposal, the merger will not occur.

     At this time, FNB’s board of directors is unaware of any other matters, other than as set forth above, that may be presented for action at the FNB special meeting. If other matters are properly presented, however, the persons named as proxies will vote in accordance with their judgment with respect to such matters.

Omega

     The purposes of the Omega special meeting are to consider and vote upon:

	•		Proposal No. 1 – A proposal to approve and adopt the merger agreement between FNB and Omega;
	•		Proposal No. 2 – A proposal to adjourn the Omega special meeting, if necessary, to permit further solicitation of proxies if Omega has not received sufficient votes at the time of the Omega special meeting to approve the Omega merger proposal; and
	•		Such other business as may properly come before the Omega special meeting and any adjournment, postponement or continuation of the Omega special meeting.

     Omega’s shareholders must approve Proposal No. 1 for the merger to occur. If Omega’s shareholders fail to approve the Omega merger proposal, the merger will not occur.

     At this time, Omega’s board of directors is unaware of any other matters, other than as set forth above, that may be presented for action at the Omega special meeting. If other matters are properly presented, however, the persons named as proxies will vote in accordance with their judgment with respect to such matters.

Record Date; Shares Outstanding and Entitled to Vote

     FNB and Omega have each fixed the close of business on                                                                 , 2008 as the record date for the determination of holders of record of FNB and Omega common stock entitled to notice of, and to vote at, their respective special meetings and any adjournment, postponement or continuation of their respective special meetings.

     On the record date,                                            shares of Omega common stock and                                            shares of FNB common stock were issued and outstanding and entitled to vote at the Omega and FNB special meetings, respectively, held by approximately                       holders of record and                       holders of record, respectively.

FNB

     Each share of FNB common stock is entitled to cast one vote on all matters that are properly submitted at the FNB special meeting.

Omega

     Each share of Omega common stock is entitled to cast one vote on all matters that are properly submitted at the Omega special meeting, except that Article 8 of Omega’s amended and restated articles of incorporation, as amended, restricts the rights of a shareholder to cast or execute written consents with respect to more than 10% of the total votes that all Omega shareholders are entitled to cast at an Omega shareholders meeting, unless authorized to do so by the Omega board of directors and subject to such conditions as the Omega board of directors may impose.