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): August 4, 2015

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 North Shore Center, 12 Federal Street Pittsburgh, Pennsylvania	15212
(Address of Principal Executive Offices)	(Zip Code)

(800) 555-5455

(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 8.01 Other Events.

On August 4, 2015, F.N.B. Corporation (“FNB”) and Metro Bancorp, Inc. (“MBI”) announced that they have entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which MBI will merge with and into FNB, with FNB being the surviving corporation (the “Merger”). A copy of the joint press release relating to the Merger is attached hereto as Exhibit 99.1. In addition, presentation materials concerning the Merger, which will be available on F.N.B.’s website at www.fnbcorporation.com, are attached hereto as Exhibit 99.2.

Additional Information About the Merger and Where to Find It

In connection with the merger, F.N.B. Corporation will file with the SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of F.N.B. and MBI and a Prospectus of F.N.B., as well as other relevant documents concerning the proposed transaction.

SHAREHOLDERS OF F.N.B. CORPORATION AND METRO BANCORP, INC. ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT 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.

The Joint Proxy Statement/Prospectus and other relevant materials (when they become available), and any other documents F.N.B. and MBI have filed with the SEC, may be obtained free of charge at the SEC’s internet site, http://www.sec.gov. Copies of the documents F.N.B. has filed with the SEC may be obtained, free of charge, by contacting James G. Orie, Chief Legal Officer, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, telephone: (724) 983-3317; and copies of the documents MBI has filed with the SEC may be obtained by contacting Investor Relations (Sherry Richart), Metro Bancorp, Inc., 3801 Paxton Street, Harrisburg, PA, telephone: (717) 412-6301.

F.N.B. and MBI and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of MBI in connection with the merger. Information concerning such participants’ ownership of MBI common stock will be set forth in the Joint Proxy Statement/Prospectus regarding the merger when it becomes available. This communication does not constitute an offer of any securities for sale.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Joint press release, dated August 4, 2015
99.2	Investor presentation, dated August 4, 2015

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/ James G. Orie
	James G. Orie
	Chief Legal Officer

Date: August 4, 2015

EXHIBIT INDEX

Exhibit No.	Description
99.1	Joint press release, dated August 4, 2015
99.2	Investor presentation, dated August 4, 2015

EX-99.1

Exhibit 99.1

F.N.B. Corporation Expands Central Pennsylvania Presence

with the Acquisition of Metro Bancorp, Inc.

Joint Press Release

PITTSBURGH, PA and HARRISBURG, PA, August 04, 2015 — F.N.B. Corporation (“FNB”) (NYSE: FNB) and Metro Bancorp, Inc. (“Metro”) (NASDAQ: METR) today jointly announced the signing of a definitive merger agreement pursuant to which F.N.B. Corporation will acquire Metro Bancorp, Inc., the holding company and parent of Metro Bank, in an all stock transaction valued at approximately $32.72 per share, or $474 million in the aggregate, using the closing stock price of FNB as of Monday, August 3, 2015.

The acquisition of the Harrisburg-based bank will provide FNB with approximately $3.0 billion in total assets, including $2.4 billion in total deposits, $2.1 billion in total loans and 32 banking offices located in the Harrisburg, York, Lancaster, Reading and Lebanon MSAs. The transaction will enhance FNB’s distribution and scale across Central Pennsylvania and strengthen its position as the largest Pennsylvania-based regional bank, moving its state deposit market share rank to a top five position. With the acquisition of Metro, FNB will have $19.6 billion in assets, including $14.7 billion in total deposits, $13.7 billion in total loans and more than 300 full service banking offices.

Under the terms of the merger agreement, which has been approved by the board of directors of each company, shareholders of Metro will be entitled to receive 2.373 shares of FNB common stock for each common share of Metro. The exchange ratio is fixed and the transaction is expected to qualify as a tax-free exchange for shareholders of Metro.

“We are very excited about this transaction and the significant scale it adds to our franchise in Central Pennsylvania,” said Vincent J. Delie, Jr., President and Chief Executive Officer of F.N.B. Corporation. “These markets have attractive demographics with tremendous revenue potential given the number of retail and commercial prospects. The meaningful size of this transaction will allow FNB to leverage the significant infrastructure investments we have made in the expansion of our product offerings and risk management systems. Additionally, Metro is a well-established institution with an excellent customer service culture and an attractive deposit base with modern branches in prime locations.”

“We are enthused about our announced merger with FNB,” said Metro Bancorp Chairman and CEO Gary Nalbandian. “The combination is a tremendous opportunity for everyone involved with Metro. It will deliver significant value to Metro shareholders and an opportunity for our employees and customers to partner with one of Pennsylvania’s fastest growing and best performing banks. FNB has tremendous financial strength, considerable resources and capabilities and values that are very similar to ours.”

Upon consummation of the merger, FNB will appoint one current Metro Director to its Board of Directors.

The transaction meets all of FNB’s prescribed acquisition criteria including strong earnings per share accretion in the first full year of 4% on a GAAP basis and 6% on a cash basis, and an internal rate of return on capital invested of more than 20%. Tangible book value per common share is expected to be diluted by approximately 3% at closing supported by an earnback period of just under five years using the crossover method and less than 5 months on a pro forma earnings basis.

FNB and Metro expect to complete the transaction in the first quarter of 2016 after satisfaction of customary closing conditions, including regulatory approvals and the approval of the FNB and Metro shareholders. As is customary for FNB, the operations of Metro are expected to be fully integrated into FNB as of the transaction close date.

RBC Capital Markets, LLC acted as lead financial advisor to FNB and Griffin Financial Group LLC rendered a fairness opinion to the Board of Directors of FNB. Sandler O’Neill & Partners LP acted as financial advisor to Metro and rendered a fairness opinion to the Board of Directors of Metro. Reed Smith LLP served as legal counsel to FNB and Mette, Evans & Woodside and Sullivan & Cromwell LLP served as legal counsel to Metro.

An investor presentation will be available through the “About Us” section of FNB’s website at www.fnbcorporation.com and clicking on the “Investor Relations & Shareholder Services” tab or on the SEC’s website at www.sec.gov.

CONFERENCE CALL

F.N.B. Corporation will host a conference call to discuss the transaction on Tuesday, August 4, 2015, at 2:00 PM EDT. Participating callers may access the call by dialing 1-866-652-5200 or 1-412-317-6060 for international callers. The related investor presentation and listen-only audio webcast may be accessed through the “About Us” section of FNB’s website at www.fnbcorporation.com and clicking on the “Investor Relations & Shareholder Services” tab.

A replay of the call will be available from shortly after the call until midnight EDT on Tuesday, August 11, 2015. The replay is accessible by dialing 1-877-344-7529 or 1-412-317-0088 for international callers; the access code is 10070411. The call transcript and webcast will be available on the “About Us” section of FNB Corporation’s website at www.fnbcorporation.com and clicking on the “Investor Relations & Shareholder Services” tab.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

F.N.B. Corporation and Metro Bancorp, Inc. will file a joint proxy statement/prospectus and other relevant documents with the SEC in connection with the merger.

THE RESPECTIVE SHAREHOLDERS OF F.N.B. CORPORATION AND METRO BANCORP, INC. ARE ADVISED TO READ THE JOINT 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 statements/prospectuses and other relevant materials (when they become available), and any other documents F.N.B. Corporation and Metro Bancorp, Inc. 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 Metro Bancorp, Inc. has filed with the SEC by contacting Investor Relations (Sherry Richart), Metro Bancorp, Inc., 3801 Paxton Street, Harrisburg, PA 17111, telephone: (717) 412-6301.

F.N.B. Corporation and Metro Bancorp, Inc. and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of F.N.B. Corporation and Metro Bancorp, Inc. in connection with the proposed merger. Information concerning such participants’ ownership of F.N.B. Corporation and Metro Bancorp, Inc. common shares will be set forth in the F.N.B. Corporation and Metro Bancorp, Inc. joint proxy statements/prospectuses relating to the merger when they become available. This communication does not constitute an offer of any securities for sale.

About F.N.B. Corporation

F.N.B. Corporation (NYSE: FNB), headquartered in Pittsburgh, Pennsylvania, is a diversified financial services company operating in six states, including three major metropolitan areas. It holds a top retail deposit market share in Pittsburgh, PA, Baltimore, MD, and Cleveland, OH. F.N.B. has total pro-forma assets (with the proposed merger of Metro Bancorp, Inc.) of $19.6 billion and more than 300 banking offices throughout Pennsylvania, Maryland, Ohio and West Virginia. F.N.B. provides a full range of commercial banking, consumer banking and wealth management solutions through its subsidiary network, which is led by its largest affiliate, First National Bank of Pennsylvania, founded in 1864. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, international banking, business credit, capital markets and lease financing. The consumer banking segment provides a full line of consumer banking products and services including deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services. F.N.B.’s wealth management services include asset management, private banking and insurance. F.N.B. also operates Regency Finance Company, which has more than 70 consumer finance offices in Pennsylvania, Ohio, Kentucky and Tennessee. The common stock of F.N.B. Corporation trades on the New York Stock Exchange under the symbol “FNB” and is included in Standard & Poor’s SmallCap 600 Index with the Global Industry Classification Standard (GICS) Regional Banks Sub-Industry Index. Customers, shareholders and investors can learn more about this regional financial institution by visiting the F.N.B. Corporation web site at www.fnbcorporation.com.

About Metro Bancorp, Inc.

Metro Bank, subsidiary of Metro Bancorp Inc. (NASDAQ: METR), is a financial services retailer with 32 stores in the counties of Berks, Cumberland, Dauphin, Lancaster, Lebanon and York. Headquartered in Harrisburg, Metro Bank opened its first location in Camp Hill, Pa. in 1985, pioneering industry-changing conveniences in Central Pennsylvania including seven-day branch banking, free personal checking, free customer coin-counting machines and use of a prototype store design. Additional services include free instant-issue Visa debit cards, free online and mobile banking and 24/7 live customer service. The bank also offers commercial banking services including term loans, commercial mortgages, lines of credit and cash management services. For more information about Metro Bank, visit www.mymetrobank.com.

Forward-looking Statements

This joint press release of F.N.B. Corporation and Metro Bancorp, Inc. 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 Metro Bancorp, Inc. 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 Metro Bancorp, Inc. reports filed with the SEC and those identified elsewhere in this press release, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability

to obtain regulatory approvals in a timely manner and without significant expense or other burdens; meet other closing conditions to the Merger, including approval by and F.N.B. Corporation and Metro Bancorp, Inc. shareholders, on the expected terms and schedule; delay in closing the Merger; difficulties and delays in integrating the F.N.B. Corporation and Metro Bancorp, Inc. 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 Metro Bancorp, Inc. 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:

Matthew Lazzaro, 724-983-4254, 412-216-2510 (cell)

lazzaro@fnb-corp.com

Media Contact:

Jennifer Reel, 724-983-4856, 724-699-6389 (cell)

reel@fnb-corp.com

EX-99.2

F.N.B. Corporation

Announces Agreement to Acquire

Metro Bancorp, Inc.

August 4, 2015

Exhibit 99.2

Cautionary Statement Regarding Forward-Looking Information

and Non-GAAP Financial Information

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 and Metro Bancorp, Inc.

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 Metro Bancorp, Inc. 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 in a timely manner and without significant expense or other burdens; meet other closing conditions to the Merger, including approval by F.N.B.

Corporation and Metro Bancorp, Inc. shareholders, on the expected terms and schedule; delay in closing the Merger; difficulties and delays in integrating the

F.N.B. Corporation and Metro Bancorp, Inc. 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 Metro Bancorp, Inc. undertake no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of

this presentation.

ADDITIONAL

INFORMATION

ABOUT

THE

MERGER

F.N.B. Corporation and Metro Bancorp, Inc. will file a joint proxy statement/prospectus and other relevant documents with the SEC in connection with the

merger.

THE RESPECTIVE SHAREHOLDERS OF AND F.N.B. CORPORATION AND METRO BANCORP, INC. ARE ADVISED TO READ THE JOINT 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 statements/prospectuses and other relevant materials (when they become available), and any other documents F.N.B. Corporation and Metro

Bancorp,

Inc.

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 Metro Bancorp, Inc. has filed with the SEC by contacting

Investor Relations (Sherry Richart), Metro Bancorp, Inc., 3801 Paxton Street, Harrisburg, PA 17111, telephone: (717) 412-6301.

F.N.B. Corporation and Metro Bancorp, Inc. and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies

from shareholders of F.N.B. Corporation and Metro Bancorp, Inc. in connection with the proposed merger. Information concerning such participants' ownership

of F.N.B. Corporation and Metro Bancorp, Inc. common shares will be set forth in the joint proxy statements/prospectuses relating to the merger when they

become available. This communication does not constitute an offer of any securities for sale.

2

Transaction Rationale

3

Source: SNL Financial, Hoover’s. (1) Based on assets and market capitalization on a pro forma basis. (2) Based on FDIC deposit data as of 6/30/2014. Pro forma for announced

acquisition of BoA

branches. Custodian banks were excluded from the rankings. (3) Data includes Metro’s markets (Harrisburg, York, Lancaster, Reading, and Lebanon MSAs).

(4) Assets and core net income pro forma for LTM 6/30/2015. Core net income represents net income available to common shareholders. Excludes realized gain on securities,

amortization of intangibles, goodwill impairment and nonrecurring items. (5) Based on 6/30/2015 GAAP data. (6) Excluding one-time costs.

Strategically

Compelling

FNB

will

become

the

largest

regional

bank

and

second

largest

bank

based

in

Pennsylvania

(1)

Overall

Pennsylvania

market

share

increases

to

#5

with

nearly

$12

billion

in

deposits

(2)

FNB obtains immediate scale and #3 market share in the Harrisburg MSA with $1.4

billion in deposits

(2)

Attractive demographics with significant retail and commercial opportunities

Access to 45 thousand businesses and population of over 2 million with median

household

income

of

~$58

thousand

(3)

Significant operating scale and leveraging of FNB's risk management infrastructure

Pro

Forma

total

assets

of

~$20

billion

and

core

net

income

of

~$180

million

(4)

Complementary

balance

sheet

and

attractive

funding

profile

with

24%

demand

deposits

(5)

Financially

Attractive

Accretive

to

GAAP

EPS

by

~4%

($0.04)

and

cash

EPS

by

~6%

($0.06)

in

first

full

year

(6)

~3%

dilution

to

tangible

book

value

($0.18

per

share)

with

earnback

of

just

under

5

years

using

the

crossover

method

and

less

than

a

5

month

earnback

on

a

pro

forma

earnings

basis

Greater than 20% internal rate of return

Low

Risk

Comprehensive due diligence review and conservative credit mark

Experienced acquirer and proven market expansion model

Overview of Metro Bancorp, Inc.

4

Source: SNL Financial, public filings. (1) As of 6/30/2015.

Founded in 1985 and headquartered in Harrisburg, Pennsylvania

Formerly Pennsylvania Commerce Bank and was operated as a franchisee or sister company to

Commerce Bancorp, Inc. (acquired by TD in 2008)

Rebranded to its current name and became independent from Commerce in 2009

Strong customer service orientation and sales culture

Strong retail franchise with modern branches in prime locations

32 branches in Harrisburg, York, Lancaster, Reading, and Lebanon MSAs

Average

of

$74

million

in

deposits

per

branch

(1)

0.71%

0.75%

1.05%

1.19%

1.23%

1.36%

1.53%

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

2Q15

(2)

(3)

Overview of Metro Bancorp, Inc. (cont.)

Source: SNL Financial, public filings. (1) Excludes gain on realized gain on securities and nonrecurring items. (2) Adjusted to exclude one-time increase in consulting fees related

to Bank Secrecy Act (BSA) and Office of Foreign Assets Control (OFAC) compliance. (3) Excludes one-time charges due to an accelerated stock-based compensation expense

due to the

immediate

vesting

of

all

outstanding

employee

stock

options

triggered

by

a

provision

in

the

Company's

Employee

Stock

Option

and

Restricted

Stock

Plan

and

charges

related

to Metro’s cost savings initiatives.

5

Core Pre-Provision Net Revenue

(1)

/ Avg. Assets

Deposits

CAGR:

6.7%

Yield:

5.41%

5.36%

5.29%

5.13%

4.80%

4.58%

4.49%

$1,456

$1,398

$1,446

$1,544

$1,757

$2,004

$2,076

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

2Q15

CAGR:

5.0%

Cost:

1.02%

0.72%

0.59%

0.37%

0.29%

0.27%

0.26%

$1,815

$1,832

$2,072

$2,231

$2,240

$2,381

$2,369

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

2Q15

CAGR:

6.3%

$2,148

$2,234

$2,421

$2,635

$2,781

$2,998

$3,001

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

2Q15

Assets

Loans

Pro Forma Franchise

Pro Forma Branch Franchise

Harrisburg Deposit Market Share

6

Pennsylvania Deposit Market Share

Cleveland

Northwest

Pittsburgh

Central

Capital

Baltimore

Rank

Company

2014

Branches

Deposits

($mm)

Market

Share

1

M&T

28

$2,138

17.8%

2

PNC

24

1,862

15.5

3

Combined

18

1,428

11.9

3

Metro

15

1,323

11.0

4

Wells Fargo

10

1,163

9.7

5

Orrstown

14

675

5.6

6

BB&T

16

661

5.5

7

Fulton

12

625

5.2

8

Mid Penn

13

569

4.8

9

S&T

4

522

4.4

10

Citizens

11

502

4.2

17

FNB

3

105

0.9

Rank

Company

2014

Branches

Deposits

($mm)

Market

Share

1

PNC

453

$75,327

23.7%

2

Wells Fargo

281

32,644

10.3

3

Citizens

360

23,913

7.5

4

TD Bank

97

12,042

3.8

5

Combined

258

11,518

3.6

5

M&T

196

10,689

3.4

6

FNB

226

9,321

2.9

7

BB&T

178

9,106

2.9

8

Banco Santander

159

8,732

2.8

9

Fulton

127

7,747

2.4

10

Bank of America

68

7,220

2.3

21

Metro

32

2,197

0.7

METR (32 branches)

FNB

(1)

(2)

(2)

Source: SNL Financial.  (1) Shaded areas represent FNB’s six regional market areas. (2) Branch deposit data as of 6/30/2014. Pro forma for announced acquisition of BoA branches.

Custodian banks were excluded from the rankings.

Central Pennsylvania Opportunity

Source: SNL Financial, Hoover’s. (1) Includes Baltimore MSA and Montgomery County. (2) Includes Harrisburg, York, Lancaster, Reading, and Lebanon MSAs.

(3) Includes counties outside of Pittsburgh MSA, Baltimore Region, Cleveland MSA, and Central Pennsylvania.

Number of Businesses (000s)

Population (000s)

2015 Median HHI

2015-2020E Population Growth

7

59.5

93.4

51.4

45.0

Pittsburgh

MSA

Baltimore

Region

Cleveland

MSA

Central

Pennsylvania

(1)

(2)

2,361

3,833

2,061

2,087

4,475

Pittsburgh

MSA

Baltimore

Region

Cleveland

MSA

Central

Pennsylvania

All Other

FNB Counties

(1)

(2)

(3)

$53,296

$76,933

$48,286

$57,578

$46,569

$53,706

Pittsburgh

MSA

Baltimore

Region

Cleveland

MSA

Central

Pennsylvania

All Other

FNB Counties

National

(1)

(2)

(3)

0.4%

4.0%

(0.3%)

1.8%

(0.9%)

3.5%

Pittsburgh

MSA

Baltimore

Region

Cleveland

MSA

Central

Pennsylvania

All Other

FNB Counties

National

(1)

(2)

(3)

Complementary Balance Sheet

Source:

SNL

Financial,

Company

data.

Based

on

6/30/2015

GAAP

data.

(1)

Includes

commercial

tax-exempt

and

owner

occupied

real

estate.

(2)

Includes

brokered

and

time deposits. (3) Includes municipal and school district deposits. (4) Calculated as loans held for investment / total deposits and customer repurchase agreements.

Deposits

8

Total loans of

$2,076

million

Large portion of commercial loans at 46%

(1)

Loan yield of 4.49%

Total deposits of $2,369

million

Strong retail franchise

Attractive deposit base with granular consumer deposits and

demand deposits at 24%

Low cost of deposits at 0.26%

Complementary balance sheet with loan to deposit ratio of

87% compared to FNB at 92%

(4)

(1)

(2)

(3)

(3)

(3)

Noninterest

Bearing

24%

Interest

Checking &

Money Market

42%

Savings

21%

Municipal

Time

7%

Time

6%

Commercial

46%

Commercial

Real Estate

30%

Commercial

Construction

and Land

Development

7%

Residential

6%

Consumer

11%

Loans

FNB Acquisitions Position the Company for Long-term Sustainable Organic Growth

9

2005 Total Assets: $5.6 bn

Pro Forma 2015 Total Assets: $19.6 bn

12 Acquisitions since 2005

$11.7 billion in total assets

$5.6

$6.0

$6.1

$8.4

$8.7

$9.0

$9.8

$12.0

$13.6

$16.1

$19.6

2005Y

2006Y

2007Y

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

2015Y

NSD

Bancorp 

Assets:

$0.5 bn

Legacy

Bank 

Assets:

$0.4 bn

Iron &

Glass

Bancorp

Assets:

$0.3 bn

CB &T

Assets:

$0.6 bn

Annapolis

Bancorp

Assets:

$0.4 bn

Parkvale

Assets:

$1.8 bn

BCSB

Assets:

$0.6 bn

OBA

Assets:

$0.4 bn

North East

Assets:

$0.1 bn

Omega

Assets:

$1.8 bn

Parkview

Assets:

$0.8 bn

Metro

Bancorp,

Inc.

Assets:

$3.0 bn

Acquisition

History

–

Total

Assets

(in $ billions)

Source: SNL Financial, Company data.

Transaction Overview

Consideration

$32.72

per

Metro

Bancorp,

Inc.

share

(1)

Fixed 2.373x exchange ratio

100% stock

Deal Value

Approximately

$474

million

(1)

Gross Credit Mark

4.9% (credit diligence covered over 80% of commercial portfolio)

Detailed Due Diligence

Completed

Required Approvals

Customary regulatory

F.N.B. Corp. and Metro Bancorp, Inc. shareholders

Expected Closing

Q1 2016

Key Assumptions

Cost savings estimated at 40% of Metro’s non-interest expense base

One-time transaction expenses of approximately $49.5 million pre-tax

Full impact of Durbin on Metro’s earnings modeled

2.00% core deposit intangible amortized over 10 years

Board Seats

FNB will appoint one of Metro’s current directors to FNB’s Board of Directors

(1) Based on FNB’s closing stock price as of August 3, 2015.

10

Comprehensive Due Diligence

11

FNB / METR

(1)

BBT / SUSQ

(2)

Nationwide

Transactions

(3)

(1)

Data

as

of

6/30/2015.

(2)

In-market

Central

Pennsylvania

transaction.

(3)

Median

values

for

deals

since

2013

with

target

assets

between

$2

and

$20

billion

with

stated

credit

marks.

Reviewed over 80% of commercial loans

Gross Credit Mark

% of Loans

4.9%

4.5%

3.0%

Multiple of:

NPAs

1.9x

3.8x

1.5x

LLR

3.9x

4.4x

2.0x

Financial and Capital Impact

(1) Excluding one-time costs. (2) FNB and METR capital ratios as of 6/30/2015. (3) FNB / METR pro forma capital ratios at close. (4) Well-capitalized requirements in accordance

with Basel III standards for the period ended June 30, 2015.

12

Financial Impact

Holdco Capital Impact

TCE / TA

6.93%

8.86%

6.74%

-

Tier 1 Common

9.61

11.82

9.02

6.50%

Tier 1 Capital

10.61

11.86

9.81

8.00

Total Capital

12.20

13.02

11.40

10.00

FNB

(2)

METR

(2)

FNB / METR

(3)

Accretive to GAAP EPS by ~4% ($0.04) and cash EPS by ~6% ($0.06) in first full year

(1)

~3%

dilution

to

tangible

book

value

($0.18

per

share)

with

earnback

of

just

under

5

years

using

the

crossover

method

Additionally,

less

than

a

5

month

earnback

on

a

pro

forma

earnings

basis

Greater than 20% internal rate of return

Well-Capitalized

Requirements

(4)

Transaction Pricing

FNB

/

METR

Transaction

(1)

Mid-Atlantic Comparable

Transactions

(2)

Source:

SNL

Financial,

public

filings.

(1)

Based

on

FNB’s

closing

stock

price

as

of

August

3,

2015.

Data

as

of

6/30/2015.

(2)

Median

for

Mid-Atlantic

deals

since

2013

with

target

assets between $750mm and $20bn and NPAs < 3%, excluding mergers of equals. (3) Adjusted for announced fully phased in after-tax cost saves. 

13

Price / TBV

1.72x

1.89x

Core Deposit Premium

8.7%

9.6%

Price / LTM EPS

22.7x

18.8x

Price / LTM EPS

Including Cost Savings

(3)

10.5x

12.0x

14

Appendix

Metro Bancorp, Inc. Financial Highlights

15

Source: SNL Financial.

(1) Core

deposits

exclude

Jumbo CDs. (2) Per SNL Financial definition. Excludes realized gain on securities and nonrecurring items.

($ in millions)

Year Ended December 31,

6 Months Ended

2009

2010

2011

2012

2013

2014

6/30/15

Balance Sheet

Assets

$2,148

$2,234

$2,421

$2,635

$2,781

$2,998

$3,001

Securities

528

688

828

961

891

868

783

Loans

1,456

1,398

1,446

1,544

1,757

2,004

2,076

Deposits

1,815

1,832

2,072

2,231

2,240

2,381

2,369

Core Deposits

(1)

1,702

1,699

1,966

2,127

2,134

2,238

2,215

Tangible Common Equity

199

204

219

234

229

265

266

Loans / Deposits

80%

75%

69%

69%

78%

84%

87%

Profitability

Net Income

($1.9)

($4.3)

$0.3

$10.9

$17.3

$21.1

$9.9

Avg. Diluted Shares (mm)

8.2

13.6

13.9

14.1

14.3

14.4

14.4

EPS

($0.24)

($0.33)

$0.02

$0.77

$1.20

$1.46

$0.68

Core EPS

(2)

0.10

(0.41)

0.21

0.82

1.17

1.46

0.80

ROAA

(0.09%)

(0.20%)

0.01%

0.44%

0.64%

0.73%

0.66%

ROAE

(1.3)

(2.1)

0.1

4.8

7.4

8.5

7.4

Net Interest Margin

3.96

4.04

3.86

3.87

3.63

3.61

3.68

Efficiency Ratio

85

87

77

74

73

69

72

Noninterest Inc / Avg. Assets

1.20

1.26

1.29

1.20

1.09

1.03

1.07

TBV / Share

$14.80

$14.86

$15.51

$16.59

$16.19

$18.60

$18.99

Asset Quality

NPAs / Assets

2.1%

2.6%

2.2%

2.1%

2.0%

1.8%

1.7%

Reserves / Loans

1.0

1.6

1.5

1.7

1.3

1.3

1.3

Reserves / NPLs

38

41

46

49

44

55

56

NCOs / Avg Loans

1.00

0.97

1.42

0.43

0.55

0.26

0.32

Capital

TCE / TA

9.3%

9.1%

9.0%

8.9%

8.2%

8.8%

8.9%

Leverage Ratio

11.3

10.7

10.0

9.6

9.4

9.0

9.2

Tier 1 Ratio

13.9

14.6

14.1

14.0

13.4

12.3

11.9

Total Capital Ratio

14.7

15.8

15.4

15.2

14.6

13.4

13.0