425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 19, 2013

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Florida

(State or other jurisdiction of incorporation)

001-31940	25-1255406
(Commission File Number)	(IRS Employer Identification No.)

One F.N.B. Boulevard, Hermitage, PA	16148
(Address of Principal Executive Offices)	(Zip Code)

(724) 981-6000

(Registrant’s telephone number, including area code)

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On February 19, 2013, F.N.B. Corporation (“FNB”) and PVF Capital Corp. (“PVFC”) announced that they entered into an Agreement and Plan of Merger (the “Merger Agreement”), providing for, among other things, the acquisition by FNB of all outstanding shares of common stock of PVFC in a stock-for-stock transaction. Under the terms of the Merger Agreement, PVFC will merge with and into FNB (the “Merger”), and existing PVFC shareholders will become entitled to receive 0.3405 shares of FNB common stock for each common share of PVFC. The Merger is subject to customary closing conditions, including regulatory approvals and approval from PVFC shareholders.

A copy of the joint press release announcing the Merger Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Presentation materials concerning the Merger, which will be available on FNB’s website at www.fnbcorporation.com beginning on February 19, 2013, are attached hereto as Exhibit 99.2 and incorporated herein by reference. The information in this Item 7.01 and the exhibits attached to this report shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, unless specifically identified as being incorporated therein by reference.

Item 8.01 Other Events.

On February 19, 2013, FNB and PVFC issued a joint press release announcing the signing of the Merger Agreement.

Important Additional Information About the Merger.

In connection with the Merger, FNB will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of PVFC and a Prospectus of FNB, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS OF PVF CAPITAL CORP. ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about FNB and PVFC, may be obtained at the SEC’s internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from FNB at www.fnbcorporation.com under the heading “Shareholder & Investor Relations”; or from PVFC at www.parkviewfederal.com under the tab “Our Company,” and then under the heading “Documents.” Copies of the Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, (724) 983-3317, Attention: James G. Orie, Chief Legal Officer; or to PVF Capital Corp., 30000 Aurora Road, Solon, OH 44139, (440) 248-7171, Attention: Jeffrey N. Male, Secretary.

FNB and PVFC and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of PVFC in connection with the Merger. Information about the directors and executive officers of FNB is set forth in the proxy statement for FNB’s 2012 annual meeting of shareholders, as filed with the SEC on April 4, 2012. Information about the directors and executive officers of PVFC is set forth in the proxy statement for PVFC’s 2012 annual meeting of shareholders, as filed with the SEC on September 24, 2012. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the Merger when it becomes available.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Joint press release of F.N.B. Corporation and PVF Capital Corp., dated February 19, 2013
99.2	Presentation materials

SIGNATURES

Pursuant to the requirements of the Securities Exchange act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

F.N.B. CORPORATION
By:	/s/ Vincent J. Calabrese, Jr.
	Vincent J. Calabrese, Jr.
	Chief Financial Officer

Date: February 19, 2013

EXHIBIT INDEX

Exhibit No.	Description
99.1	Joint press release of F.N.B. Corporation and PVF Capital Corp., dated February 19, 2013
99.2	Presentation materials

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

F.N.B. Corporation Enhances Greater Cleveland Presence with

Acquisition of PVF Capital Corp.

HERMITAGE, PA and SOLON, OH, Feb. 19, 2013 — F.N.B. Corporation (NYSE: FNB) and PVF Capital Corp. (NASDAQ: PVFC) jointly announce the signing of a definitive merger agreement pursuant to which F.N.B. Corporation will acquire PVF Capital Corp., the Solon-based holding company and parent of Park View Federal Savings Bank, in an all stock transaction valued at approximately $3.98 per share, or $106.4 million in the aggregate using the 20-day trailing stock price of F.N.B. Corporation as of Friday, February 15, 2013.

The acquisition of PVF Capital Corp. will provide F.N.B. Corporation with an additional $782 million in total assets, $634 million in total deposits, $600 million in gross loans and 16 banking offices in the Greater Cleveland, Ohio area. As a result of the transaction, F.N.B. Corporation will expand its Cleveland presence and have a top fifteen deposit market share in the Cleveland, Ohio metropolitan statistical area.

Under the terms of the merger agreement, which has been approved by the boards of directors of both companies, shareholders of PVF Capital Corp. will be entitled to receive 0.3405 shares of F.N.B. Corporation common stock for each common share of PVF Capital Corp. The exchange ratio is fixed and the transaction is expected to qualify as a tax-free exchange for shareholders of PVF Capital Corp.

“We are excited to expand our presence in the Cleveland market. Cleveland’s close proximity to FNB’s existing footprint and the opportunities the market offers make this transaction very attractive,” said Vincent J. Delie, Jr., President and Chief Executive Officer of F.N.B. Corporation. “With the addition of Park View, we believe we have significantly enhanced our ability to pursue commercial and consumer prospects in the greater Cleveland market and are looking forward to building our new partnership.”

“We are extremely pleased to join the FNB team,” said Robert J. King, Jr., President and Chief Executive Officer of PVF Capital Corp. “This transaction delivers significant value to our shareholders, customers and employees. FNB has a reputation for offering a diverse product set, serving its local communities and delivering attractive shareholder returns.”

F.N.B. Corporation expects the merger to be immediately accretive to earnings per share (excluding one-time costs). Additionally, the transaction is expected to be accretive to F.N.B. Corporation’s tangible book value per share with a strong internal rate of return.

F.N.B. Corporation and PVF Capital Corp. expect to complete the transaction in the third quarter of 2013, after satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of PVF Capital Corp.

Keefe, Bruyette & Woods, Inc. acted as financial advisor to F.N.B. Corporation, and Sandler O’Neill + Partners, L.P. acted as financial advisor to PVF Capital Corp. and rendered a fairness opinion to the Board of Directors of PVF Capital Corp. in conjunction with this transaction. Reed Smith LLP served as legal counsel to F.N.B. Corporation and Vorys, Sater, Seymour and Pease LLP served as legal counsel to PVF Capital Corp.

An investor presentation will be available through the “Shareholder and Investor Relations” section of F.N.B.’s web site at www.fnbcorporation.com.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

F.N.B. Corporation will file a registration statement on Form S-4 with the SEC. The registration statement will include a proxy statement/prospectus and other relevant documents relating to the merger.

SHAREHOLDERS OF PVF CAPITAL CORP. ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

The proxy statement/prospectus and other relevant materials (when they become available), and any other documents F.N.B. Corporation and PVF Capital Corp. have filed with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents F.N.B. Corporation has filed with the SEC by contacting James Orie, Chief Legal Officer, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, telephone: (724) 983-3317, and free copies of the documents PVF Capital Corp. has filed with the SEC by contacting Jeffrey N. Male, Secretary, PVF Capital Corp., 30000 Aurora Road, Solon, OH 44139, telephone: (440) 248-7171.

F.N.B. Corporation and PVF Capital Corp. and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from PVF Capital Corp. shareholders in connection with the proposed merger. Information concerning such participants’ ownership of PVF Capital Corp. common shares will be set forth in the proxy statement/prospectus relating to the merger when it becomes available. This communication does not constitute an offer of any securities for sale.

About F.N.B. Corporation

F.N.B. Corporation, headquartered in Hermitage, PA, is a diversified financial services company with total assets of $12.0 billion. F.N.B. Corporation is a leading provider of commercial and retail banking, leasing, wealth management, insurance, merchant banking and consumer finance services in Pennsylvania, Ohio and West Virginia, where it owns and operates First National Bank of Pennsylvania, First National Trust Company, First National Investment Services Company, LLC, F.N.B. Investment Advisors, Inc., First National Insurance Agency, LLC, F.N.B. Capital Corporation, LLC, Regency Finance Company and F.N.B. Commercial Leasing. It also operates consumer finance offices in Kentucky and Tennessee.

About PVF Capital Corp.

Park View Federal is a wholly-owned subsidiary of PVF Capital Corp. and operates 16 full-service offices located throughout the Greater Cleveland area. PVF Capital Corp.’s common shares trade on the NASDAQ Capital Market under the symbol PVFC.

Forward-looking Statements

This joint press release of F.N.B. Corporation and PVF Capital Corp. contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act, relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of F.N.B. Corporation and PVF Capital Corp. Forward-looking statements are typically identified by words such as “believe”, “plan”, “expect”, “anticipate”, “intend”, “outlook”, “estimate”, “forecast”, “will”, “should”, “project”, “goal”, and other similar words and expressions. These forward-looking statements involve certain risks and uncertainties. In addition to factors previously disclosed in F.N.B. Corporation and PVF Capital Corp. reports filed with the SEC and those identified elsewhere in this filing, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and meet other closing conditions to the Merger, including approval by PVF Capital Corp. shareholders, on the expected terms and schedule; delay in closing the Merger; difficulties and delays in integrating the F.N.B. Corporation and PVF Capital Corp. businesses or fully realizing cost savings and other benefits; business disruption following the Merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of F.N.B. Corporation products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. F.N.B. Corporation and PVF Capital Corp. undertake no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this press release.

# # #

Analyst/Institutional Investor Contact:

F.N.B. Corporation

Cynthia Christopher 724-983-3429

724-815-3926 (cell)

christoc@fnb-corp.com

Media Contact:

F.N.B. Corporation

Jennifer Reel 724-983-4856

724-699-6389 (cell)

reel@fnb-corp.com

EX-99.2

F.N.B. Corporation

Announces Agreement to Acquire

PVF Capital Corp.

February 19, 2013

Exhibit 99.2

Cautionary Statement Regarding Forward-Looking Information

and Non-GAAP Financial Information

2

This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act, relating to present or future trends or

factors affecting the banking industry and, specifically, the financial operations, markets and products of F.N.B. Corporation. Forward-looking statements are

typically identified by words such as “believe”, “plan”, “expect”, “anticipate”, “intend”, “outlook”, “estimate”, “forecast”, “will”, “should”, “project”, “goal”, and other

similar words and expressions.  These forward-looking statements involve certain risks and uncertainties. In addition to factors previously disclosed in F.N.B.

Corporation’s reports filed with the SEC and those identified elsewhere in this filing, the following factors among others, could cause actual results to differ

materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and meet other closing conditions to the Merger,

including approval by PVF Capital Corp. shareholders, on the expected terms and schedule; delay in closing the Merger; difficulties and delays in integrating the

FNB and PVF Capital Corp. businesses or fully realizing cost savings and other benefits; business disruption following the Merger; changes in asset quality and

credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of FNB products and

services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of

business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated

with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and

other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. F.N.B. Corporation undertakes no obligation to revise these

forward-looking statements or to reflect events or circumstances after the date of this presentation.

F.N.B. Corporation and PVF Capital Corp. will file a proxy statement/prospectus and other relevant documents with the SEC in connection with the merger. 

SHAREHOLDERS OF PVF CAPITAL CORP. ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND

ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS,

BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. 

The proxy statement/prospectus and other relevant materials (when they become available), and any other documents F.N.B. Corporation and PVF Capital

Corp. have filed with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and security holders may obtain

free copies of the documents F.N.B. Corporation has filed with the SEC by contacting James Orie, Chief Legal Officer,  F.N.B. Corporation, One F.N.B.

Boulevard, Hermitage, PA 16148, telephone: (724) 983-3317; and free copies of the documents PVF Capital Corp. has filed with the SEC by contacting

Jeffrey N. Male, Secretary, PVF Capital Corp., 30000 Aurora Road, Solon, OH 44139, telephone: (440) 248-7171.

F.N.B. Corporation and PVF Capital Corp. and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies

from shareholders of PVF Capital Corp. in connection with the proposed merger. Information concerning such participants' ownership of PVF Capital Corp.

common shares will be set forth in the proxy statement/prospectus relating to the merger when it becomes available. This communication does not constitute

an offer of any securities for sale.

ADDITIONAL INFORMATION ABOUT THE MERGER

Transaction Rationale

•

Immediately accretive to EPS

•

Accretive to tangible book value

•

Strong internal rate of return

Strategic

Opportunity to

Add Scale

Financially

Attractive

Low Risk

•

Expands current presence in Cleveland Market

Accelerates current growth strategy

•

Market opportunity

Leverages FNB’s model in another major MSA

Significant commercial opportunities (over 50,000 businesses)

Attractive suburbs provide opportunity to expand retail, wealth & private banking platforms

•

Comprehensive due diligence process completed

•

Leverages FNB’s existing in-market management platform

•

Experienced acquiror

3

Transaction Overview

Fully Diluted Deal Value

Consideration

Implied Price Per Share

Required Approvals

Termination Fee

Key Assumptions

Capital Impact

Anticipated Closing

$106.4

million

(1)

100% stock; fixed 0.3405 exchange ratio

$3.98

(1)

Customary regulatory and PVFC shareholder

$4.0 million

Cost savings estimated at 31% of PVFC’s expense base

One-time transaction expenses of approximately $14.3 million, pre-tax

Accretive to tangible book value per share

Breakeven to TCE / TA

Minimal impact to regulatory capital ratios

Third quarter of 2013

(1) Based on FNB 20-day trailing stock price of $11.69 on 2/15/13

4

Transaction Pricing

Source: SNL Financial

Metrics based on FNB 20-day trailing stock price of $11.69 on 2/15/13 multiplied by the fixed exchange ratio

(1)    Based on PVFC’s tangible book value per share of $2.90 as of 12/31/2012

(2)    Based on PVFC’s closing price of $2.52 on 2/15/13

(3)    Equal to deal value to common shareholders minus PVFC’s tangible common equity as a percentage of core deposits; Core deposits defined as total deposits less jumbo time deposits (greater than $100,000)

(4)    Includes bank & thrift transactions in the Mid-Atlantic and Midwest announced after January 1, 2012 with deal values between $50 and $500 million

5

Transaction Multiples

FNB / PVFC

Transaction

1.37x

1.52x

57.9%

59.6%

5.6%

5.9%

Price

/

Tangible

Book

Value

(x)

(1)

Market

Premium 

(%)

(2)

Core

Deposit

Premium

(%)

(3)

Recent Regional

Transactions

(4)

Cleveland Market Opportunity

Total Households -

2011 (000)

Businesses

Unemployment Rate

6

Source: SNL Financial

(1) As of December 2012

(2) Per U.S. Census Bureau

•

Third consecutive acquisition in a major MSA

•

Cleveland,

Pittsburgh

and

Baltimore

have

an

aggregate

population

of

7.1

million,

significant

commercial

lending

opportunities

and

favorable demographics

•

The Cleveland market is conducive to FNB’s commercial banking model and strong cross sell culture

Opportunity to replicate FNB’s proven Pittsburgh success in a market with similar characteristics

Significantly enhances number of commercial banking prospects within FNB footprint

Retail locations in attractive markets expected to benefit consumer banking, Wealth Management and Private Banking

Strong Opportunity

Expansion in Cleveland Market

1,001

1,043

852

Pittsburgh

MSA

Baltimore

MSA

Cleveland

MSA

7.2%

7.0%

6.5%

Pittsburgh

MSA

Baltimore

MSA

Cleveland

MSA

59,240

65,169

52,149

Pittsburgh

MSA

Baltimore

MSA

Cleveland

MSA

(2)

(1)

Pro Forma Franchise

Pro Forma Branch Franchise

Cleveland, OH MSA

Source: SNL Financial and Microsoft MapInfo

Deposit data as of 6/30/2012 and pro forma for pending and completed transactions

7

FNB (246)

ANNB (8)

PVFC (16)

FNB Headquarters

Pittsburgh MSA

Cleveland MSA

Baltimore MSA

Branch Overlap

Distance

Branches

% of Franchise

< 1 mi:

1

6.3%

< 5 mi:

3

18.8%

Rank

Institution (ST)

Number

of

Branches 

Deposits in

Market

($mm)

Market 

Share 

(%)

1

KeyCorp (OH)

76

9,961

19.8

2

PNC Financial Services Group (PA)

81

5,758

11.5

3

TFS Financial Corp (MHC) (OH)

19

5,629

11.2

4

RBS

66

4,421

8.8

5

Huntington Bancshares Inc. (OH)

88

4,212

8.4

6

Fifth Third Bancorp (OH)

64

3,531

7.0

7

FirstMerit Corp. (OH)

67

3,350

6.7

8

JPMorgan Chase & Co. (NY)

42

2,739

5.4

9

U.S. Bancorp (MN)

66

1,979

3.9

10

Dollar Bank FSB (PA)

27

1,663

3.3

14

Pro Forma

15

624

1.2

14

PVF Capital Corp. (OH)

12

564

1.1

27

F.N.B. Corp. (PA)

3

60

0.1

Totals (1-10)

596

43,243

86.0

Totals (1-39)

723

50,255

100.0

•

Headquartered in Solon, Ohio

•

Founded in 1920 as an Ohio chartered savings and loan association called Park View Federal Savings Bank

•

Operates 16 branches in the Greater Cleveland area

•

Completed demutualization / IPO in 1992 (Ticker: PVFC)

•

Market Capitalization: $65 million

•

Balance sheet as of December 31, 2012

$782 million in assets

$585 million in net loans

$634 million in deposits

TCE / TA: 9.61%

•

Income statement for the quarter ended December 31, 2012

Net income of $2.67 million

Net interest margin of 3.16%

Noninterest expense / average assets of 3.4%

•

Does not have TARP

Completed $30 million capital raise in March 2010

Overview of PVF Capital Corp.

Source: SNL Financial and Microsoft MapInfo

Market data as of 2/15/2013

8

PVFC Turnaround

Nonperforming Assets ($mm)

$85.8

$77.1

$54.2

$37.0

Bank Order Ratios

In compliance

with order

•

Introduced new management team in 2009 to address

regulatory order and focus on credit quality issues

Bob King, CEO

Jim Nicholson, CFO

•

Successfully worked through and charged-off significant

portion of problem credits

$60 million cumulative net charge-offs since 12/31/08 or

approximately 8.2% of the loan portfolio

•

Steadily reduced nonperforming assets

NPAs down $50.4 million or 58% from peak in 2009

•

On August 27, 2012 the OCC lifted the formal regulatory

order issued to Park View Federal Savings Bank

As of 12/31/12 classified assets to core capital plus general

valuation allowance had been reduced to 42.4%

Source: SNL Financial and company documents

9

0.0%

30.0%

60.0%

90.0%

120.0%

2Q'10

3Q'10

4Q'10

1Q'11

2Q'11

3Q'11

4Q'11

1Q'12

2Q'12

3Q'12

4Q'12

Classified Assets / Core Cap. + LLR

Criticized Assets / Core Cap. + LLR

$72.0

$58.1

$29.6

$18.0

$1.7

$10.2

$14.6

$11.3

$12.1

$8.8

$10.0

$7.7

$0

$25

$50

$75

$100

2009

2010

2011

2012

Nonaccrual Loans

Restructured Loans

OREO

Comprehensive Due Diligence

Due Diligence Review

Estimated Credit Mark

•

Independent third-party credit review on $1 billion

residential mortgage servicing portfolio

Put-back losses estimated to be $2.5 million

•

Aggregate credit mark of $46.2 million, or 8.0% of

total loans and OREO

Greater than 3x current reserve

•

Total cycle losses, including $60.3 million of charge-

offs taken since 12/31/08, equal to 14.5% of total

loans as of 12/31/08

10

Credit Mark Summary

($mm)

(%)

Gross Loan Credit Mark

$44.7

7.8%

OREO Mark

1.5

19.4%

Gross Credit Mark

$46.2

8.0%

Credit Review Summary

% of Total

Portfolio Type

Reviewed

Commercial

80%

Construction & Land

83%

1-4 Family & HELOC

27%

NPL & 90+ PD Greater than $50k

100%

OREO Properties

100%

Total Gross Loans HFI

~60%

Conclusions

•

FNB has proven success gaining market share in major metropolitan markets

#3 market share in Pittsburgh is generating solid growth

Scale serves to attract talent

•

Significant commercial and retail opportunities enable FNB to continue to expand share

Ability to leverage deep product set in an attractive market

Access to an additional 50,000 commercial prospects

Attractively located retail locations provide strong cross sell opportunity

•

The strategic merits of the deal are matched by the financial returns

Immediately accretive to EPS

Accretive to tangible book value

Strong internal rate of return

11