AGREEMENT AND PLAN OF MERGER

EXHIBIT 10.1

AGREEMENT AND PLAN OF MERGER

between

F.N.B. CORPORATION

and

OMEGA FINANCIAL CORPORATION

DATED AS OF NOVEMBER 8, 2007

TABLE OF CONTENTS

				Page
ARTICLE I		THE MERGER			1
1.1		The Merger			1
1.2		Effective Time			2
1.3		Effects of the Merger			2
1.4		Conversion of Omega Capital Stock			2
1.5		FNB Capital Stock			4
1.6		Omega Equity and Equity-Based Awards			4
1.7		Articles of Incorporation and Bylaws of the Surviving Company			5
1.8		Tax Consequences			5
1.9		Dissenting Shares			5
1.10.		The Bank Merger			5
ARTICLE II		EXCHANGE OF SHARES			6
2.1		FNB to Make Merger Consideration Available			6
2.2		Exchange of Shares			6
2.3		Adjustments for Dilution and Other Matters			8
2.4		Withholding Rights			9
ARTICLE III		REPRESENTATIONS AND WARRANTIES OF OMEGA			9
3.1		Corporate Organization			9
3.2		Capitalization			11
3.3		Authority; No Violation			12
3.4		Consents and Approvals			13
3.5		Reports			14
3.6		Financial Statements			14
3.7		Broker's Fees			15
3.8		Absence of Certain Changes or Events			15
3.9		Legal Proceedings			16
3.10		Taxes and Tax Returns			16
3.11		Employee Benefits			18
3.12		SEC Reports			21
3.13		Compliance with Applicable Law			22
3.14		Contracts			22
3.15		Agreements with Regulatory Agencies			22
3.16		Undisclosed Liabilities			23
3.17		Environmental Liability			23
3.18		Real Property			24
3.19		State Takeover Laws			25
3.20		Reorganization			25
3.21		Opinion			25

				Page
3.22		Insurance			26
3.23		Investment Securities			26
3.24		Intellectual Property			26
3.25		Loans; Nonperforming and Classified Assets			26
3.26		Fiduciary Accounts			27
3.27		Allowance for Loan Losses			27
ARTICLE IV		REPRESENTATIONS AND WARRANTIES OF FNB			27
4.1		Corporate Organization			28
4.2		Capitalization			28
4.3		Authority; No Violation			29
4.4		Consents and Approvals			30
4.5		Reports			30
4.6		Financial Statements			31
4.7		Broker’s Fees			32
4.8		Absence of Certain Changes or Events			32
4.9		Legal Proceedings			32
4.10		Taxes and Tax Returns			32
4.11		Employee Benefits			34
4.12		SEC Reports			37
4.13		Compliance with Applicable Law			37
4.14		Contracts			37
4.15		Agreements with Regulatory Agencies			38
4.16		Undisclosed Liabilities			38
4.17		Environmental Liability			38
4.18		Reorganization			40
4.19		Loans; Nonperforming and Classified Assets			40
4.20		Fiduciary Accounts			40
4.21		Allowance for Loan Losses			40
ARTICLE V		COVENANTS RELATING TO CONDUCT OF BUSINESS			41
5.1		Conduct of Businesses Prior to the Effective Time			41
5.2		Omega Forbearances			41
5.3		FNB Forbearances			45
5.4		No Control of Other Party’s Business			46
ARTICLE VI		ADDITIONAL AGREEMENTS			47
6.1		Regulatory Matters			47
6.2		Access to Information			49
6.3		Shareholder Approval			50
6.4		Commercially Reasonable Efforts; Cooperation			51
6.5		Affiliates			51
6.6		NYSE Approval			51
6.7		Benefit Plans			51
6.8		Indemnification; Directors’ and Officers’ Insurance			52

				Page
6.9		Additional Agreements			54
6.10		Advice of Changes			54
6.11		Dividends			54
6.12		Exemption from Liability Under Section 16(b)			54
6.13		Certain Actions			55
6.14		Transition			58
6.15		Certain Post-Closing Matters			58
ARTICLE VII		CONDITIONS PRECEDENT			59
7.1		Conditions to Each Party’s Obligation to Effect the Merger			59
7.2		Conditions to Obligation of FNB to Effect the Merger			60
7.3		Conditions to Obligation of Omega to Effect the Merger			61
ARTICLE VIII		TERMINATION AND AMENDMENT			61
8.1		Termination			61
8.2		Effect of Termination			64
8.3		Amendment			64
8.4		Extension; Waiver			64
ARTICLE IX		GENERAL PROVISIONS			65
9.1		Closing			65
9.2		Nonsurvival of Representations, Warranties and Agreements			65
9.3		Expenses			65
9.4		Notices			66
9.5		Interpretation			66
9.6		Counterparts			67
9.7		Entire Agreement			67
9.8		Governing Law; Jurisdiction			67
9.9		Severability			68
9.10		Assignment; Third Party Beneficiaries			68
EXHIBITS:
Exhibit A		Form of Bank Merger Agreement			A-1
Exhibit B		Form of Affiliate Letter			B-1
Exhibit C		Form of Voting Agreement			C-1

INDEX OF DEFINED TERMS

		Section
Acquisition Proposal		6.13(e)
Affiliate		2.3(g)
Agreement		Preamble
Articles of Merger		1.2
Assumed Stock Options		1.5(a)
Average Closing Price		1.4(e)
Bank		3.4
Bank Merger		1.10
Bank Merger Agreement		1.10
BHC Act		3.1(b)
Break-up Fee		6.13(f)
Certificates		1.4(c)
Change in Omega Recommendation		6.13(c)
Claim		6.8(a)
Closing		9.1
Closing Date		9.1
Code		Preamble
Confidentiality Agreement		6.2(b)
Contracts		5.2(j)
Controlled Group Liability		3.11
Credit Facilities		5.2(f)
DRSP Plan		1.4(d)
Effective Date		1.2
Effective Time		1.2
Environmental Laws		3.17(b)
ERISA		3.11
ERISA Affiliate		3.11
ESOP		1.6(c)
Exchange Act		3.6
Exchange Agent		2.2(a)
Exchange Fund		2.2
Exchange Ratio		1.4(a)
FBCA		1.1(a)
FDIC		3.4
Federal Reserve Board		3.4
FNB		Preamble
FNB 10-Q		4.6
FNB 2006 10-K		4.6

		Section
FNB Bank		1.10
FNB Bank Board		1.10
FNB Benefit Plan		4.11
FNB Bylaws		4.1(b)
FNB Charter		4.1(b)
FNB Common Stock		1.4(a)
FNB Disclosure Schedule		Art. IV Preamble
FNB Employment Agreement		4.11
FNB Loan Property		4.17
FNB Plans		6.7(a)
FNB Preferred Stock		4.2(a)
FNB Proposal		6.3(b)
FNB Qualified Plans		4.11(d)
FNB Recommendation		6.3(b)
FNB Regulatory Agreement		4.15
FNB Reports		4.12
FNB Shareholder Meeting		6.3(b)
FNB Stock Plans		4.2(a)
GAAP		3.1(c)
Governmental Entity		3.4
Hazardous Substance		3.17(b)
HSR Act		3.4
Indemnified Parties		6.8(a)
Injunction		7.1(e)
Insurance Amount		6.8(c)
Intellectual Property		3.25
IRS		3.11(b)
Joint Proxy Statement		3.4
Leased Properties		3.18(c)
Leases		3.18(b)
Liens		3.2(b)
Loan(s)		5.2(t)
Material Adverse Effect		3.1(c)
Materially Burdensome Regulatory Condition		6.1(d)
Merger		Preamble
Merger Consideration		1.4(a)
Multiemployer Plan		3.11
Multiple Employer Plan		3.11
Nasdaq		3.1(c)
NYSE		3.1(c)
OCC		3.4
Omega		Preamble

		Section
Omega 10-Q		3.6
Omega 2006 10-K		3.6
Omega Advisory Board		6.15(b)
Omega Articles		3.1(b)
Omega Bank		1.10
Omega Bank Designees		1.10
Omega Benefit Plan		3.11
Omega Bylaws		3.1(b)
Omega Common Stock		1.4(a)
Omega Designees		1.3(b)
Omega Disclosure Schedule		Art. III Preamble
Omega Employment Agreement		3.11
Omega’s Knowledge		3.17(b)
Omega Loan Property		3.17(a)
Omega Plan		3.11
Omega Qualified Plans		3.11(d)
Omega Recommendation		6.3(e)
Omega Regulatory Agreement		3.15
Omega Reports		3.12
Omega Representatives		6.13(a)
Omega RSU		1.6(b)
Omega Shareholder Meeting		6.3
Omega Stock Option		1.6(a)
Omega Stock Plans		1.6(a)
Omega Subsidiary		3.1(c)
OREO		3.26(b)
Other Regulatory Approvals		3.4
Owned Properties		3.18(a)
PA DOB		3.4
Payment Event		6.13(g)
PBCL		1.1(a)
PBGC		3.11(e)
Person		3.9(a)
Registration Statement		3.4
Regulatory Agencies		3.5
Requisite Regulatory Approvals		7.1(c)
SEC		3.4
Securities Act		1.6(d)
SRO		3.4
Subsidiary		3.1(c)
Superior Proposal		6.13(e)
Surviving Company		Preamble

		Section
Tax Returns		3.10(c)
Tax(es)		3.10(b)
Third Party		6.13(g)
Third Party Leases		3.18(d)
Treasury Shares		1.4(b)
Voting Agreement		Preamble
Withdrawal Liability		3.11

AGREEMENT AND PLAN OF MERGER

     AGREEMENT AND PLAN OF MERGER, dated as of November 8, 2007 (this “Agreement”), between F.N.B. CORPORATION, a Florida corporation (“FNB “) and OMEGA FINANCIAL CORPORATION, a Pennsylvania corporation (“Omega”).

W I T N E S S E T H:

     WHEREAS, the Boards of Directors of Omega and FNB have determined that it is in the best interests of their respective companies and their shareholders to consummate the strategic business combination transaction provided for in this Agreement in which Omega will, on the terms and subject to the conditions set forth in this Agreement, merge with and into FNB (the “ Merger “), so that FNB is the surviving company in the Merger (sometimes referred to in such capacity as the “Surviving Company”); and

     WHEREAS, for federal income Tax (as defined in Section 3.10(b)) purposes, it is intended that the Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”);

     WHEREAS, the members of the Omega Board of Directors have executed a voting agreement of even date herewith in the form of Exhibit C (the “Voting Agreement”); and

     WHEREAS, the parties desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to the Merger.

     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

THE MERGER

     1.1 The Merger .

          (a) Subject to the terms and conditions of this Agreement, in accordance with the Pennsylvania Business Corporation Law (the “PBCL”) and the Florida Business Corporation Act (the “FBCA”), at the Effective Time (as defined in Section 1.2), Omega shall merge with and into FNB. FNB shall be the Surviving Company in the Merger, and shall continue its corporate existence under the laws of the State of Florida. As of the Effective Time, the separate corporate existence of Omega shall cease.

          (b) FNB may at any time change the method of effecting the combination and Omega shall cooperate in such efforts, including by entering into an appropriate amendment to this Agreement (to the extent such amendment only changes the method of effecting the business combination and does not substantively affect this Agreement or the rights and obligations of the parties or their respective shareholders hereunder); provided, however, that no such change shall (i) alter or change the amount or kind of the Merger Consideration (as defined in Section 1.4(a)) provided for in this Agreement, (ii) adversely affect the Tax treatment of Omega’s shareholders as a result of receiving the Merger Consideration or the Tax treatment of either party pursuant to this Agreement or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement.

     1.2 Effective Time . The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) that shall be filed with the Secretary of State of the Commonwealth of Pennsylvania and the Secretary of State of the State of Florida on or before the Closing Date (as defined in Section 9.1). The term “Effective Time” shall mean the date and time when the Merger becomes effective as set forth in the Articles of Merger. “Effective Date” shall mean the date on which the Effective Time occurs.

     1.3 Effects of the Merger .

          (a) At and after the Effective Time, the Merger shall have the effects set forth in Sections 1921 through 1932 of the PBCL and Sections 607.1101 through 607.11101 of the FBCA.

          (b) Directors and Executive Officers of the Surviving Company . The directors of the Surviving Company immediately after the Merger shall be (i) the directors of FNB immediately prior to the Merger and (ii) three current independent members of Omega’s Board of Directors (the “Omega Designees”) as are mutually agreed by FNB and Omega. The executive officers of the Surviving Company immediately after the Merger shall be the executive officers of FNB immediately prior to the Merger.

     1.4 Conversion of Omega Capital Stock .

          (a) Subject to the provisions of this Agreement, each share of common stock, $5.00 par value, of Omega (“Omega Common Stock”) issued and outstanding immediately prior to the Effective Time, other than Treasury Shares (as defined in Section 1.4(b)) shall, by virtue of the Merger, no longer be outstanding and shall as of the Effective Time automatically be converted into and shall thereafter represent the right to receive as merger consideration (the “Merger Consideration”) 2.022 shares (the “Exchange Ratio”) of common stock, $.01 par value, of FNB (“FNB Common Stock”).

          (b) At and after the Effective Time, each Treasury Share shall be cancelled and retired and no shares of FNB Common Stock or other consideration shall be issued in exchange therefor. “Treasury Shares” means shares of Omega Common Stock held by Omega or any of its Subsidiaries (as defined in Section 3.1(c)) or by FNB or any of its Subsidiaries, other than in a fiduciary, including custodial or agency, capacity or as a result of debts previously contracted in good faith.

          (c) At the Effective Time, the stock transfer books of Omega shall be closed as to holders of Omega Common Stock immediately prior to the Effective Time and no transfer of Omega Common Stock by any such holder shall thereafter be made or recognized. If, after the Effective Time, certificates representing Omega Common Stock (“Certificates”) are properly presented in accordance with Section 2.2 of this Agreement to the Exchange Agent (as defined in Section 2.2(a)), such Certificates shall be canceled and exchanged for certificates representing the number of whole shares of FNB Common Stock into which the Omega Common Stock represented thereby was converted in the Merger, plus any payment for any fractional share of FNB Common Stock without any interest thereon and any dividends or distributions to which the holder of such Certificates is entitled pursuant to Section 2.2(b).

          (d) Each holder of Omega Common Stock shall have the option of enrolling the whole shares of FNB Common Stock issuable to such shareholder upon the consummation of the Merger in FNB’s Dividend Reinvestment and Stock Purchase Plan (the “DRSP Plan”). Each Omega shareholder electing to enroll in the DRSP Plan shall be issued a certificate representing the number of whole shares of FNB Common Stock received in the Merger, and any future dividends will be reinvested in accordance with the DRSP Plan.

          (e) Notwithstanding any other provision of this Agreement, each holder of Omega Common Stock who would otherwise be entitled to receive a fractional share of FNB Common Stock, after taking into account all Certificates delivered by such holder, shall receive an amount in cash, without interest, rounded to the nearest cent, equal to the product obtained by multiplying (a) the Average Closing Price (as defined below) as of the Closing Date by (b) the fraction of a share (calculated to the nearest ten-thousandth when expressed in decimal form) of FNB Common Stock, to which such holder would otherwise be entitled. No such holder shall be entitled to dividends or other rights in respect of any such fractional shares. “Average Closing Price” means, as of any specified date, the average composite closing price of FNB Common Stock on the NYSE as reported in New York Stock Exchange Composite Transactions in The Wall Street Journal (Eastern Edition) or, if not reported therein, in another mutually agreed upon authoritative source, for each of the 20 consecutive trading days ending on and including the fifth such trading day prior to the specified date rounded to the nearest ten-thousandth.

     1.5 FNB Capital Stock . At and after the Effective Time, each share of FNB capital stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger.

     1.6 Omega Equity and Equity-Based Awards .

          (a) Omega Stock Options . Effective as of the Effective Time, each then outstanding option to purchase shares of Omega Common Stock (each an “Omega Stock Option”), pursuant to the equity-based compensation plans identified on Section 3.11(a) of the Omega Disclosure Schedule (as defined in Article III) (the “Omega Stock Plans”) and the award agreements evidencing the grants thereunder, granted to any current or former employee or director of, or consultant to, Omega or any of its Subsidiaries (as defined in Section 3.1(b)) shall at the Effective Time cease to represent a right to acquire shares of Omega Common Stock and shall be converted automatically into an option to acquire shares of FNB Common Stock and each option to acquire shares of Omega Common Stock that prior to the Effective Time is fully vested and exercisable, shall continue as a fully vested and exercisable option of FNB on the terms hereinafter set forth. FNB shall assume each such Omega Stock Option in accordance with the terms of the relevant Omega Stock Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time: (i) FNB and the Compensation Committee of its Board of Directors shall be substituted for Omega and the committee of the Board of Directors of Omega, including, if applicable, the entire Board of Directors of Omega, administering such Omega Stock Plan, (ii) each Omega Stock Option assumed by FNB may be exercised solely for shares of FNB Common Stock, (iii) the number of shares of FNB Common Stock subject to such Omega Stock Option shall be equal to the number of shares of Omega Common Stock subject to such Omega Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, provided that any fractional shares of FNB Common Stock resulting from such multiplication shall be rounded down to the nearest share, and (iv) the exercise price per share of FNB Common Stock under each such option shall be the amount (rounded up to the nearest whole cent) equal to the per share exercise price under each such Omega Stock Option prior to the Effective Time divided by the Exchange Ratio. Notwithstanding clauses (iii) and (iv) of the preceding sentence, each Omega Stock Option that is an “incentive stock option” shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the Code. FNB and Omega agree to take all necessary steps to effect the provisions of this Section 1.6(a). As of the Effective Time, FNB shall issue to each holder of each outstanding Omega Stock Option that has been assumed by FNB (the “Assumed Stock Options”) a document evidencing the conversion and assumption of such Omega Stock Option by FNB pursuant to this Section 1.6(a).

          (b) Omega Restricted Stock Units . Effective immediately prior to the Effective Time, each then outstanding restricted stock unit (each an “Omega RSU”), pursuant

to the Omega Stock Plans and the award agreements evidencing the grants thereunder, granted to any current or former employee of Omega or any of its Subsidiaries shall become vested in full. At the Effective Time, each holder of an Omega RSU shall be entitled to receive a number of shares of FNB Common Stock equal to the Exchange Ratio multiplied by the total number of shares of Omega Common Stock subject to such Omega RSU.

          (c) Omega Employee Stock Ownership Plan . If requested by FNB, Omega agrees that its Employee Stock Ownership Plan (the “ESOP”) shall terminate as of a date not later than March 31, 2008 and, in connection therewith, repay all indebtedness of the ESOP. Appropriate distributions of all of the assets held by the ESOP will be made to the participants in the ESOP as soon as reasonably practicable thereafter in accordance with the provisions of the ESOP and applicable law.

          (d) Omega 401(k) Plan . Not later than the day prior to the Closing Date, Omega agrees to terminate its Section 401(k) Plan.

          (e) Reservation of Shares . FNB has taken all corporate action necessary to reserve for issuance a sufficient number of shares of FNB Common Stock issuable upon the exercise of the Assumed Stock Options. As soon as practicable following the Closing (as defined in Section 9.1), FNB shall file a registration statement on an appropriate form or a post-effective amendment to a previously filed registration statement under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the issuance of the shares of FNB Common Stock subject to the Assumed Stock Options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such equity awards remain outstanding.

     1.7 Articles of Incorporation and Bylaws of the Surviving Company . FNB’s Charter (as defined in Section 4.1(b)) as in effect immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Company until thereafter amended in accordance with applicable law. FNB’s Bylaws (as defined in Section 4.1(b)) as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Company until thereafter amended in accordance with applicable law.

     1.8 Tax Consequences . It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.

     1.9 Dissenting Shares . No outstanding shares of Omega Common Stock shall have any dissenters’ rights of appraisal under the PBCL.

     1.10 The Bank Merger . As soon as practicable after the execution of this Agreement, Omega and FNB shall cause Omega Bank (“Omega Bank”) and First National Bank of

Pennsylvania (“FNB Bank”) to enter into a bank merger agreement, the form of which is attached hereto as Exhibit A (the “Bank Merger Agreement”), that provides for the merger of Omega Bank with and into FNB Bank (the “Bank Merger”), in accordance with applicable laws and regulations and the terms of the Bank Merger Agreement and as soon as practicable after consummation of the Merger. The Bank Merger Agreement provides that the directors of FNB Bank (the “FNB Bank Board”) upon consummation of the Bank Merger shall be the directors of FNB Bank immediately prior to the Bank Merger plus the four Omega Bank Designees as defined in Section 6.15(b).

ARTICLE II

EXCHANGE OF SHARES

     2.1 FNB to Make Merger Consideration Available . As promptly as practicable following the Effective Time, FNB shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Certificates, for exchange in accordance with this Article II, (i) certificates representing the aggregate number of shares of FNB Common Stock issuable pursuant to this Agreement in exchange for shares of Omega Common Stock outstanding immediately prior to the Effective Time of the Merger, (ii) immediately available funds equal to any dividends or distributions payable in accordance with Section 2.2(b) and (iii) cash in lieu of any fractional shares (such cash and certificates for shares of FNB Common Stock, collectively being referred to as the “Exchange Fund”), to be issued pursuant to Section 1.4 and paid pursuant to Section 1.4 in exchange for outstanding shares of Omega Common Stock.

     2.2 Exchange of Shares .

          (a) As soon as practicable after the Effective Time, Registrar and Transfer Company (the “Exchange Agent”) shall mail to each holder of record of Omega Common Stock a letter of transmittal in customary form as prepared by FNB and reasonably acceptable to Omega which shall specify, among other things, that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration and any cash in lieu of fractional shares into which the shares of Omega Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement and any dividends or distributions to which such holder is entitled pursuant to Section 2.2(b). After the Effective Time of the Merger, each holder of a Certificate formerly representing Omega Common Stock, other than Treasury Shares, who surrenders or has surrendered such Certificate or customary affidavits and indemnification regarding the loss or destruction of such Certificate, together with duly executed transmittal materials to the Exchange Agent, shall, upon acceptance thereof, be entitled to a certificate representing FNB Common Stock into which the shares of Omega Common Stock shall have been converted pursuant to Section 1.4, as well as any cash in lieu

of any fractional share of FNB Common Stock to which such holder would otherwise be entitled and any dividends or distributions to which such holder is entitled pursuant to Section 2.2(b). The Exchange Agent shall accept such Certificate upon compliance with such reasonable and customary terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal practices. Until surrendered as contemplated by this Section 2.2, each Certificate representing Omega Common Stock shall be deemed from and after the Effective Time of the Merger to evidence only the right to receive the Merger Consideration any cash in lieu of fractional shares into which the shares of Omega Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement and any dividends or distributions to which such holder is entitled pursuant to Section 2.2(b). FNB shall not be obligated to deliver the Merger Consideration or any check representing cash in lieu of fractional shares and/or declared but unpaid dividends to which any former holder of Omega Common Stock is entitled as a result of the Merger until such holder surrenders his Certificate or Certificates for exchange as provided in this Section 2.2. If any certificate for shares of FNB Common Stock, or any check representing cash in lieu of fractional shares and/or declared but unpaid dividends, is to be issued in a name other than that in which a Certificate surrendered for exchange is issued, the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall affix any requisite stock transfer tax stamps to the Certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable.

          (b) Following surrender of any such Certificate, there shall be paid to the record holder of the Certificates representing whole shares of FNB Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any dividends or distributions with a record date prior to the Effective Date which have been declared by Omega in respect of shares of Omega Common Stock after the date of this Agreement in accordance with the terms of this Agreement and which remain unpaid at the Effective Time, (ii) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of FNB Common Stock to which such holder is entitled pursuant to Section 1.4 and the amount of dividends or other distributions with a record date after the Effective Time of the Merger and which theretofore had become payable with respect to such whole shares of FNB Common Stock, and (iii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of FNB Common Stock. After the date of this Agreement, Omega shall coordinate with FNB the declaration of any dividends in respect of Omega Common Stock as provided in Section 6.11.

          (c) After the Effective Time, there shall be no transfers on the stock transfer books of Omega of the shares of Omega Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Omega Common

Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates are presented to FNB for any reason, they shall be canceled and exchanged as provided in this Agreement. All shares of FNB Common Stock and cash in lieu of fractional shares and/or declared but unpaid dividends issued upon the surrender for exchange of shares of Omega Common Stock or the provision of customary affidavits and indemnification for lost or mutilated Certificates in accordance with the terms hereof and the letter of transmittal, shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Omega Common Stock.

          (d) Any portion of the Exchange Fund, including any interest thereon, that remains undistributed to the shareholders of Omega following the passage of 12 months after the Effective Time of the Merger shall be delivered to FNB, upon demand, and any shareholders of Omega who have not theretofore complied with this Section 2.3 shall thereafter look only to FNB for payment of their claim for FNB Common Stock, any cash in lieu of fractional shares of FNB Common Stock and any unpaid dividends or distributions payable in accordance with Section 2.2(b).

          (e) Neither Omega nor FNB shall be liable to any holder of shares of Omega Common Stock or FNB Common Stock, as the case may be, for such shares, or dividends or distributions with respect thereto, or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

          (f) The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of FNB Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares of FNB Common Stock for the account of the Persons entitled thereto.

          (g) Certificates surrendered for exchange by any Person constituting an Affiliate of Omega for purposes of Rule 144(a) and Rule 145 (an “Affiliate”) under the Securities Act shall not be exchanged for certificates representing whole shares of FNB Common Stock until FNB has received a written agreement from such person as provided in Section 6.5.

     2.3 Adjustments for Dilution and Other Matters . If prior to the Effective Time of the Merger, (a) FNB shall declare a stock dividend or distribution on FNB Common Stock with a record date prior to the Effective Time of the Merger, or subdivide, split up, reclassify or combine FNB Common Stock, or make a distribution other than a regular quarterly cash dividend not in excess of $.30 per share, on FNB Common Stock in any security convertible into FNB Common Stock, in each case with a record date prior to the Effective Time of the Merger, or (b) the outstanding shares of FNB Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities, in each case as a result of a reorganization, recapitalization, reclassification, stock dividend,

stock split, reverse stock split or other similar change in FNB’s capitalization other than a business combination transaction with another bank holding company or financial services company, then a proportionate adjustment or adjustments will be made to the Exchange Ratio, which adjustment may include, as appropriate, the issuance of securities, property or cash on the same basis as that on which any of the foregoing shall have been issued, distributed or paid to holders of FNB Common Stock generally.

     2.4 Withholding Rights . The Exchange Agent or, subsequent to the first anniversary of the Effective Time, FNB, shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of FNB Common Stock, cash dividends or distributions payable pursuant to Section 2.2(b) and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Omega Common Stock such amounts as the Exchange Agent or FNB, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or FNB, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Omega Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or FNB, as the case may be.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF OMEGA

     Except as disclosed in the Omega Reports (as defined in Section 3.12) or as disclosed in the disclosure schedule delivered by Omega to FNB (the “Omega Disclosure Schedule”), Omega hereby represents and warrants to FNB as follows:

     3.1 Corporate Organization .

          (a) Omega is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. Omega has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary.

          (b) Omega is duly registered as a bank holding company and is a financial holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). True and complete copies of the Amended and Restated Articles of Incorporation of Omega (the “Omega Articles”) and the Amended and Restated Bylaws of Omega (the

“Omega Bylaws”), as in effect as of the date of this Agreement, have previously been made available to FNB.

          (c) Each of Omega’s Subsidiaries (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted, except in each of (i) – (iii) as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Omega. As used in this Agreement, (i) the word “Subsidiary” when used with respect to either party, means any corporation, partnership, joint venture, limited liability company or any other entity (A) of which such party or a subsidiary of such party is a general partner or (B) at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or persons performing similar functions with respect to such entity is directly or indirectly owned by such party and/or one or more subsidiaries thereof, and the terms “Omega Subsidiary” and “FNB Subsidiary” shall mean any direct or indirect Subsidiary of Omega or FNB, respectively, and (ii) the term “Material Adverse Effect” means, with respect to FNB, Omega or the Surviving Company, as the case may be, any event, circumstance, development, change or effect that alone or in the aggregate with other events, circumstances, developments, changes or effects (A) is materially adverse to the business, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (A), Material Adverse Effect shall not be deemed to include effects to the extent resulting from (1) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or regulatory accounting requirements applicable to banks or savings associations and their holding companies generally; (2) changes, after the date hereof, in laws, rules or regulations of general applicability or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4); (3) actions or omissions of (a) FNB, or (b) Omega, taken at the request of, or with the prior written consent of the other or required hereunder; (4) changes, events or developments, after the date hereof, in the national or world economy or financial or securities markets generally or changes, events or developments, after the date hereof in general economic conditions or other changes, events or developments, after the date hereof that affect banks or their holding companies generally except to the extent that such changes have a materially disproportionate adverse effect on such party relative to other similarly situated participants in the markets or industries in which they operate; (5) consummation or public disclosure of the transactions contemplated hereby (including the resignation of employment of employees or any impact on such party’s business, customer relations, condition or results of operations, in each case as a result therefrom); (6) any outbreak or escalation of war or hostilities, any occurrence or threats of terrorist acts or any armed hostilities associated therewith and any national or international calamity, disaster or emergency or any escalation thereof; (7) any changes in interest rates or

foreign currency rates; (8) any claim, suit, action, audit, arbitration, investigation, inquiry or other proceeding or order which in any manner challenges, seeks to prevent, enjoin, alter or delay, or seeks damages as a result of or in connection with, the transactions contemplated hereby; (9) any failure by such party to meet any published (whether by such party or a third party research analyst) or internally prepared estimates of revenues or earnings; (10) a decline in the price, or a change in the trading volume of, such party’s common stock on the Nasdaq Global Select Market (including any successor exchange, “Nasdaq”) or the New York Stock Exchange (including any successor exchange, “NYSE”), as applicable; and (11) any matter to the extent that (i) it is disclosed in reasonable detail in the party’s disclosure schedules delivered to the other party pursuant to this Agreement or in such party’s SEC reports referenced in Section 3.12 or Section 4.12, as applicable, and (ii) such disclosed matter does not worsen in a materially adverse manner); or (B) materially delays or impairs the ability of such party to timely consummate the transactions contemplated by this Agreement.

     3.2 Capitalization .

          (a) The authorized capital stock of Omega consists of 25,000,000 shares of Omega Common Stock, of which, as of September 30, 2007, 12,632,627 shares were issued and outstanding, and 5,000,000 shares of preferred stock, par value $5.00 per share, of which as of the date hereof, no shares were issued and outstanding. As of September 30, 2007, 234,616 shares of Omega Common Stock were held in Omega’s treasury. As of September 30, 2007, no shares of Omega Common Stock were reserved for issuance except for 500,794 shares of Omega Common Stock reserved for issuance upon the exercise of Omega Stock Options and Omega RSUs issued pursuant to the Omega Stock Plans. All of the issued and outstanding shares of Omega Common Stock have been, and all shares of Omega Common Stock that may be issued upon the exercise of the Omega Stock Options will be, when issued in accordance with the terms thereof, duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement and the Omega Stock Plans, Omega does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Omega Common Stock or any other equity securities of Omega or any securities representing the right to purchase or otherwise receive any shares of Omega Common Stock. Set forth in Section 3.2 of the Omega Disclosure Schedule is a true, correct and complete list of (a) each Omega Stock Option (such list to include the Omega Stock Plan under which such options were issued, the number of shares of Omega Common Stock subject thereto, the vesting schedule thereof and the exercise prices thereof) and (b) each Omega RSU (such list to include the number of shares of Omega Common Stock subject thereto and the vesting schedule thereof) outstanding under the Omega Stock Plans as of September 30, 2007. Since September 30, 2007 through the date hereof, Omega has not issued or awarded, or authorized the issuance or award of, any options, restricted stock units or other equity-based awards under the Omega Stock Plans.

          (b) All of the issued and outstanding shares of capital stock or other equity ownership interests of each Subsidiary of Omega are owned by Omega, directly or indirectly, free and clear of any material liens, pledges, charges and security interests and similar encumbrances (other than liens for property Taxes not yet due and payable, “Liens”), and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. No such Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary.

     3.3 Authority; No Violation .

          (a) Omega has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Omega. The Board of Directors of Omega has determined that this Agreement and the transactions contemplated hereby are in the best interests of Omega and its shareholders and has directed that this Agreement and the transactions contemplated by this Agreement be submitted to Omega’s shareholders for approval and adoption at a duly held meeting of such shareholders and, except for the approval and adoption of this Agreement and the transactions contemplated by this Agreement by the affirmative vote of a majority of the votes cast by all holders of shares of Omega Common Stock at such meeting at which a quorum is present, no other corporate proceedings on the part of Omega are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Omega and, assuming due authorization, execution and delivery by FNB, constitutes the valid and binding obligation of Omega, enforceable against Omega in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies.

          (b) Neither the execution and delivery of this Agreement by Omega nor the consummation by Omega of the transactions contemplated hereby, nor compliance by Omega with any of the terms or provisions of this Agreement, will (i) violate any provision of the Omega Articles or the Omega Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction (as defined in Section 7.1(e)) applicable to Omega, any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or

cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Omega or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Omega or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Omega.

     3.4 Consents and Approvals . Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the merger of Omega Bank with and into FNB Bank, the filing of applications and notices, as applicable, with the Federal Deposit Insurance Corporation (the “FDIC”), the Office of the Comptroller of the Currency (the “OCC”) or the Pennsylvania Department of Banking (the “PA DOB”) and the Federal Reserve Board, and approval of such applications and notice, (ii) the filing of any required applications or notices with any foreign or state banking, insurance or other regulatory authorities and approval of such applications and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of Omega’s and FNB’s shareholders to be held in connection with this Agreement (the “Joint Proxy Statement”) and the transactions contemplated by this Agreement and of a registration statement on Form S-4 (the “Registration Statement”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Registration Statement, (iv) the filing of the Articles of Merger with and the acceptance for record by the Secretary of State of the Commonwealth of Pennsylvania pursuant to the PBCL and the filing of the Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (v) any notices or filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules of Nasdaq or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of the listing of such FNB Common Stock on the NYSE, (viii) the adoption of this Agreement by the requisite vote of shareholders of Omega and (ix) filings, if any, required as a result of the particular status of FNB, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a

“Governmental Entity”) are necessary in connection with (A) the execution and delivery by Omega of this Agreement and (B) the consummation by Omega of the Merger and the other transactions contemplated by this Agreement.

     3.5 Reports . Omega and each of its Subsidiaries have in all material respects timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 2005 with (i) the Federal Reserve Board, (ii) the Federal Deposit Insurance Corporation, (iii) any state regulatory authority, (iv) the SEC, (v) any foreign regulatory authority and (vi) any SRO (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since January 1, 2005, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the ordinary course of the business of Omega and its Subsidiaries, no Regulatory Agency has initiated or has pending any proceeding or, to the knowledge of Omega, investigation into the business or operations of Omega or any of its Subsidiaries since January 1, 2005. There (i) is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examinations or inspections of Omega or any of its Subsidiaries and (ii) has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency with respect to the business, operations, policies or procedures of Omega since January 1, 2005.

     3.6 Financial Statements .

          (a) (i) Omega has previously made available to FNB copies of the consolidated balance sheets of Omega and its Subsidiaries as of December 31, 2004, 2005 and 2006, and the related consolidated statements of income, shareholders’ equity and cash flows for the years then ended as reported in Omega’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (as amended prior to the date hereof, the “Omega 2006 10-K”) filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), accompanied by the audit reports of Ernst & Young LLP, independent registered public accountants with respect to Omega for the years ended December 31, 2004, 2005 and 2006, and (ii) Omega will make available to FNB when filed with the SEC copies of the unaudited consolidated balance sheets of Omega and its Subsidiaries as of September 30, 2006 and 2007, and the related consolidated statements of income, shareholders equity and cash flows of the three- and nine-month periods then ended, as reported in Omega’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 (the “Omega 10-Q”). The December 31, 2006 consolidated balance sheet of Omega (including the related notes, where applicable) fairly presents in all material respects the consolidated financial position of Omega and its Subsidiaries as of the date thereof, and the other financial

statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present in all material respects the results of the consolidated operations, cash flows and changes in shareholders equity and consolidated financial position of Omega and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject to normal year-end audit adjustments in amounts consistent with past experience in the case of unaudited statements; each of such statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Omega and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

          (b) No agreement pursuant to which any loans or other assets have been or shall be sold by Omega or its Subsidiaries entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by Omega or its Subsidiaries, to cause Omega or its Subsidiaries to repurchase such loan or other asset or the buyer to pursue any other form of recourse against Omega or its Subsidiaries. To the knowledge of Omega, there has been no material breach of a representation or covenant by Omega or its Subsidiaries in any such agreement. Except as disclosed in Omega Reports (as defined in Section 3.12), since January 1, 2005, no cash, stock or other dividend or any other distribution with respect to the capital stock of Omega or any of its Subsidiaries has been declared, set aside or paid. Except as disclosed in Omega Reports, no shares of capital stock of Omega have been purchased, redeemed or otherwise acquired, directly or indirectly, by Omega since January 1, 2005, and no agreements have been made to do the foregoing.

     3.7 Broker’s Fees . Neither Omega nor any Omega Subsidiary nor any of their respective officers or directors has employed any broker or finder or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with the Merger or related transactions contemplated by this Agreement, other than Keefe, Bruyette & Woods, Inc.

     3.8 Absence of Certain Changes or Events . Since December 31, 2006, except as publicly disclosed in the Forms 10-K, 10-Q and 8-K and any registration statements, proxy statements or prospectuses comprising the Omega Reports filed on or prior to the date of this Agreement, (i) Omega and its Subsidiaries have (except in connection with the negotiation and execution and delivery of this Agreement) carried on their respective businesses in all material respects in the ordinary course consistent with past practice and (ii) there has not been any Material Adverse Effect with respect to Omega.

     3.9 Legal Proceedings .

          (a) There is no pending, or, to Omega’s knowledge, threatened, litigation, action, suit, proceeding, investigation or arbitration by any individual, partnership, corporation, trust, joint venture, organization or other entity (each, a “Person”) or Governmental Entity that is material to Omega and its Subsidiaries, taken as a whole, in each case with respect to Omega or any of its Subsidiaries or any of their respective properties or permits, licenses or authorizations.

          (b) There is no material Injunction, judgment, or regulatory restriction (other than those of general application that apply to similarly situated financial or bank holding companies or their Subsidiaries) imposed upon Omega, any of its Subsidiaries or the assets of Omega or any of its Subsidiaries.

     3.10 Taxes and Tax Returns .

          (a) Each of Omega and its Subsidiaries has duly and timely filed (including all applicable extensions) all Tax Returns (as defined in subsection (c), below) required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or withheld and timely remitted all Taxes (whether or not shown on any Tax Return) that are due and payable or claimed to be due from it by a Governmental Entity other than Taxes that (i) are being contested in good faith, which have not been finally determined, and (ii) have been adequately reserved against in accordance with GAAP on Omega’s most recent consolidated financial statements. All required estimated Tax payments sufficient to avoid any underpayment penalties or interest have been made by or on behalf of each of Omega and its Subsidiaries. Neither Omega nor any of its Subsidiaries has granted any extension or waiver of the limitation period for the assessment or collection of Tax that remains in effect. There are no disputes, audits, examinations or proceedings in progress or pending (including any notice received of an intent to conduct an audit or examination), or claims asserted, for Taxes upon Omega or any of its Subsidiaries. No claim has been made by a Governmental Entity in a jurisdiction where Omega or any of its Subsidiaries has not filed Tax Returns such that Omega or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the Tax Returns of, or including, Omega or any of its Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of Omega and its Subsidiaries which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for any subsequent taxable period. There are no Liens for Taxes (other than statutory liens for Taxes not yet due and payable) upon any of the assets of Omega or any of its Subsidiaries. Neither Omega nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement

exclusively between or among Omega and its Subsidiaries). Neither Omega nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was Omega) or (B) has any liability for the Taxes of any Person (other than Omega or any of its Subsidiaries) under Treas. Reg. §1.1502-6 (or any similar provision of state, local or foreign law), or as a transferee or successor, by contract or otherwise. Neither Omega nor any of its Subsidiaries has been, within the past two years or otherwise as part of a “plan (or series of related transactions)” (within the meaning of Section 355(e) of the Code) of which the Merger is also a part, or a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. No share of Omega Common Stock is owned by a Subsidiary of Omega. Omega is not and has not been a “United States real property holding company” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither Omega, its Subsidiaries nor any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Entity, relating to Taxes, including any IRS private letter rulings or comparable rulings of any Governmental Entity and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable law, which rulings or agreements would have a continuing effect after the Effective Time. Neither Omega nor any of its Subsidiaries has engaged in a “reportable transaction,” as set forth in Treas. Reg. § 1.6011-4(b), or any transaction that is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a “listed transaction,” as set forth in Treas. Reg. § 1.6011-4(b)(2). FNB has received complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of Omega and its Subsidiaries relating to the taxable periods beginning January 1, 2004 or later and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to Omega or its Subsidiaries. Neither Omega, any of its Subsidiaries nor FNB (as a successor to Omega) will be required to include any item of material income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of Omega or any of its Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign law) for periods (or portions thereof) ending on or before the Closing Date.

          (b) As used in this Agreement, the term “Tax” or “Taxes” means (i) all federal, state, local, and foreign income, excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, bank shares tax, employment, severance, withholding, duties, intangibles, franchise, backup withholding, inventory, capital stock, license, employment, social security, unemployment, excise, stamp, occupation, and estimated taxes, and other taxes, charges, levies or like assessments (ii) all interest, penalties, fines, additions to tax or additional amounts imposed by any Governmental Entity in connection with any item described in clause (i) and (iii) any transferee liability in respect of any items described in clauses (i) or (ii) payable by reason of Contract, assumption, transferee liability, operation of Law, Treas. Reg §1.1502-6(a) or any predecessor or successor thereof of any analogous or similar provision under law or otherwise.

          (c) As used in this Agreement, the term “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity and any amendment thereof including, where permitted or required, combined, consolidated or unitary returns for any group of entities.

     3.11 Employee Benefits . For purposes of this Agreement, the following terms shall have the following meaning:

     “Controlled Group Liability” means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, and (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code other than such liabilities that arise solely out of, or relate solely to, the Omega Benefit Plans.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

     “ERISA Affiliate” means, with respect to any entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is, or was at the relevant time, a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

     “Multiemployer Plan” means any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA.

     “Omega Benefit Plan” means any material employee benefit plan, program, policy, practice, or other arrangement providing benefits to any current or former employee, officer

or director of Omega or any of its Subsidiaries or any beneficiary or dependent thereof that is sponsored or maintained by Omega or any of its Subsidiaries or to which Omega or any of its Subsidiaries contributes or is obligated to contribute, whether or not written, including without limitation any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA), and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or fringe benefit plan, program or policy.

     “Omega Employment Agreement” means a written contract, offer letter or agreement of Omega or any of its Subsidiaries with or addressed to any individual who is rendering or has rendered services thereto as an employee pursuant to which Omega or any of its Subsidiaries has any actual or contingent liability or obligation to provide compensation and/or benefits in consideration for past, present or future services.

     “Omega Plan” means any Omega Benefit Plan other than a Multiemployer Plan.

     “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as those terms are defined in Part I of Subtitle E of Title IV of ERISA.

          (a) Section 3.11(a) of the Omega Disclosure Schedule includes a complete list of all material Omega Benefit Plans and all material Omega Employment Agreements.

          (b) With respect to each Omega Plan, Omega has delivered or made available to FNB a true, correct and complete copy of: (i) each writing constituting a part of such Omega Plan, including without limitation all plan documents, current employee communications, benefit schedules, trust agreements, and insurance contracts and other funding vehicles; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (iii) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and (vi) the most recent determination letter from the Internal Revenue Service (“the IRS”), if any. Omega has delivered or made available to FNB a true, correct and complete copy of each material Omega Employment Agreement.

          (c) All material contributions required to be made to any Omega Plan by applicable law or regulation or by any plan document or other contractual undertaking, and all material premiums due or payable with respect to insurance policies funding any Omega Plan, for any period through the date hereof have been timely made or paid in full or, if the contributions or payments are not due on or before the date hereof, have been fully reflected on the financial statements to the extent required by GAAP. Each Omega Benefit Plan that is an employee welfare benefit plan under Section 3(1) of ERISA either (i) is funded through an

insurance company contract and is not a “welfare benefit fund” within the meaning of Section 419 of the Code or (ii) is unfunded.

          (d) With respect to each Omega Plan, Omega and its Subsidiaries have complied, and are now in compliance, in all material respects, with all provisions of ERISA, the Code and all laws and regulations applicable to such Omega Plans. Each Omega Plan has been administered in all material respects in accordance with its terms. There is not now, nor do any circumstances exist that would reasonably be expected to give rise to, any requirement for the posting of security with respect to an Omega Plan or the imposition of any material lien on the assets of Omega or any of its Subsidiaries under ERISA or the Code. Section 3.11(d) of the Omega Disclosure Schedule identifies each Omega Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code (“Omega Qualified Plans”). The IRS has issued a favorable determination letter with respect to each Omega Qualified Plan and the related trust that has not been revoked or Omega is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of Omega, there are no existing circumstances and no events have occurred that would reasonably be expected to adversely affect the qualified status of any Omega Qualified Plan or the related trust. No trust funding any Omega Plan is intended to meet the requirements of Code Section 501(c)(9). To the knowledge of Omega, none of Omega and its Subsidiaries nor any other person, including any fiduciary, has engaged in any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA), which would reasonably be expected to subject any of the Omega Plans or their related trusts, Omega, any of its Subsidiaries or any person that Omega or any of its Subsidiaries has an obligation to indemnify, to any material Tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA.

          (e) With respect to each Omega Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived, and, (ii) (A) the fair market value of the assets of such Omega Plan equals or exceeds the actuarial present value of all accrued benefits under such Omega Plan (whether or not vested) on a termination basis; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred; (C) all premiums to the Pension Benefit Guaranty Corporation (the “PBGC”) have been timely paid in full; (D) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or would reasonably be expected to be incurred by Omega or any of its Subsidiaries; and (E) the PBGC has not instituted proceedings to terminate any such Omega Plan and, to Omega’s knowledge, no condition exists that presents a risk that such proceedings will be instituted or which would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Omega Plan, except as would not have a Material Adverse Effect, individually or in the aggregate, in the case of clauses (A), (B), (C), (D) and (E).

          (f) (i) No Omega Benefit Plan is a Multiemployer Plan or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA (a “Multiple Employer Plan”); (ii) none of Omega and its Subsidiaries nor any of their respective ERISA Affiliates has, at any time during the last six years, contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan; and (iii) none of Omega and its Subsidiaries nor any of their respective ERISA Affiliates has incurred, during the last six years, any Withdrawal Liability that has not been satisfied in full. There does not now exist, nor do any circumstances exist that would reasonably be expected to result in, any Controlled Group Liability that would be a liability of Omega or any of its Subsidiaries following the Effective Time, other than such liabilities that arise solely out of, or relate solely to, the Omega Benefit Plans. Without limiting the generality of the foregoing, neither Omega nor any of its Subsidiaries, nor, to Omega’s knowledge, any of their respective ERISA Affiliates, has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of ERISA.

          (g) Omega and its Subsidiaries have no liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, except for health continuation coverage as required by Section 4980B of the Code, Part 6 of Title I of ERISA or applicable law and at no expense to Omega and its Subsidiaries.

          (h) Neither the execution nor the delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in conjunction with any other event (whether contingent or otherwise), (i) result in any payment or benefit becoming due or payable, or required to be provided, to any director, employee or independent contractor of Omega or any of its Subsidiaries, (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee or independent contractor, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation or (iv) result in any amount failing to be deductible by reason of Section 280G of the Code or would be subject to an excise tax under Section 4999 of the Code or Section 409A of the Code.

          (i) No labor organization or group of employees of Omega or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to Omega’s knowledge, threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. Each of Omega and its Subsidiaries is in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health.

     3.12 SEC Reports . Omega has previously made available to FNB an accurate and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed since January 1, 2005 by Omega with the SEC pursuant to the

Securities Act or the Exchange Act (the “Omega Reports”), on and prior to the date of this Agreement and no such Omega Report as of the date of such Omega Report contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. Since January 1, 2005, as of their respective dates, all Omega Reports filed under the Securities Act and the Exchange Act complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto.

     3.13 Compliance with Applicable Law . Omega and each of its Subsidiaries hold all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under and pursuant to each, and, since January 1, 2005, have complied in all respects with and are not in default in any respect under any, applicable law, statute, order, rule, regulation, policy or guideline of any Governmental Entity relating to Omega or any of its Subsidiaries (including the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorist (USA Patriot) Act of 2001, the Bank Secrecy Act and applicable limits on loans to one borrower), except where the failure to hold such license, franchise, permit or authorization or such noncompliance or default is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Omega.

     3.14 Contracts . Except for matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Omega and its Subsidiaries taken as a whole, (i) none of Omega nor any of its Subsidiaries is (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect under any material contract, lease, license or other agreement or instrument, (ii) to the knowledge of Omega, none of the other parties to any such material contract, lease, license or other agreement or instrument is (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder and (iii) neither Omega nor any of its Subsidiaries has received any written notice of the intention of any party to terminate or cancel any such material contract, lease, license or other agreement or instrument whether as a termination or cancellation for convenience or for default of Omega or any of its Subsidiaries.

     3.15 Agreements with Regulatory Agencies . Neither Omega nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2005, a recipient of any supervisory letter from, or since January 1, 2005, has

adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly situated financial holding companies or their Subsidiaries (each item in this sentence, whether or not set forth in Section 3.15 of the Omega Disclosure Schedule, an “Omega Regulatory Agreement”), nor has Omega or any of its Subsidiaries been advised since January 1, 2005 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Omega Regulatory Agreement. To the knowledge of Omega, there has not been any event or occurrence since January 1, 2005 that could reasonably be expected to result in a determination that Omega Bank is not “well capitalized” and “well managed” as a matter of U.S. federal banking law. Omega Bank has at least a “satisfactory” rating under the U.S. Community Reinvestment Act.

     3.16 Undisclosed Liabilities . Except for (i) those liabilities that are reflected or reserved against on the consolidated balance sheet of Omega included in the Omega 10-Q (including any notes thereto) (ii) liabilities incurred in connection with this Agreement and the transactions contemplated hereby and (iii) liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2007, since September 30, 2007, neither Omega nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that has had or is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Omega.

     3.17 Environmental Liability .

          (a) To Omega’s Knowledge, (A) Omega and its Subsidiaries are in material compliance with applicable environmental laws; (B) no real property, including buildings or other structures, currently or formerly owned or operated by Omega or any of its Subsidiaries, or any property in which Omega or any of its Subsidiaries has held a security interest, Lien or a fiduciary or management role (“Omega Loan Property”), has been contaminated with, or has had any release of, any Hazardous Substance except in material compliance with Environmental Laws; (C) neither Omega nor any of its Subsidiaries could be deemed the owner or operator of, or have actively participated in the management regarding Hazardous Substances of, any Omega Loan Property that has been contaminated with, or has had any material and unlawful release to the environment of, any regulated quantity of any Hazardous Substance; (D) neither Omega nor any of its Subsidiaries has any material liability for any Hazardous Substance disposal or contamination on any third party property; (E) neither Omega nor any of its Subsidiaries has received any notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law; (F) neither Omega nor any of its Subsidiaries is subject to any order,

decree, injunction or other agreement with any Governmental Entity or any third party relating to any Environmental Law; (G) there are no circumstances or conditions (including the presence of unencapsulated friable asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving Omega or any of its Subsidiaries, any currently or formerly owned or operated property, or any Omega Loan Property, that could reasonably be expected to result in any material claims, liability or investigations against Omega or any of its Subsidiaries, result in any material restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law or materially and adversely affect the value of any Omega Loan Property, (H) Omega has set forth in Section 3.17 of the Omega Disclosure Schedule and made available to FNB copies of all environmental reports or studies, sampling data, correspondence and filings in its possession or reasonably available to it relating to Omega, its Subsidiaries and any currently owned or operated property of Omega which were prepared in the last five years and (I) Omega has made available to FNB copies of all environmental reports or studies, sampling data, correspondence and filings in the possession or reasonably available to it relating to any currently outstanding Omega Loan (as defined in Section 5.2(s)) and which were prepared for Omega in the last five years.

          (b) As used herein, (A) the term “Environmental Laws” means any federal, state or local law, regulation, order, decree or permit relating to: (1) the protection or restoration of the environment, human health, safety or natural resources in regard to any Hazardous Substance; (2) the handling, use, presence, disposal, release or threatened release to the environment of any Hazardous Substance or (3) material effects of any Hazardous Substance on any legally delineated wetlands, indoor air spaces; (4) any material physical damage injury or any injury or threat of injury to persons or property in connection with any Hazardous Substance; and (B) the term “Hazardous Substance” means any regulated quantity of any substance other than at concentrations and in locations that are naturally occurring that are: (1) listed, classified or regulated pursuant to any Environmental Law; (2) any petroleum product or by-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive materials or radon or (3) any other substance that is the subject of regulatory action by any Governmental Entity in connection with any Environmental Law and (C) the term “Omega’s Knowledge” means the actual knowledge, immediately prior to the Effective Time and Effective Date, of any officer of Omega.

     3.18 Real Property .

          (a) Each of Omega and its Subsidiaries has good title free and clear of all Liens to all real property owned by such entities (the “Owned Properties”), except for Liens that do not materially detract from the present use of such real property.

          (b) A true and complete copy of each agreement pursuant to which Omega or any of its Subsidiaries leases any real property (such agreements, together with any

amendments, modifications and other supplements thereto, collectively, the “Leases”) has heretofore been made available to FNB. Each Lease is valid, binding and enforceable against Omega or its applicable Subsidiary in accordance with its terms and is in full force and effect (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). There is not under any such Lease any material existing default by Omega or any of its Subsidiaries or, to the knowledge of Omega, any other party thereto, or any event which with notice or lapse of time or both would constitute such a default. The consummation of the transactions contemplated by this Agreement will not cause defaults under the Leases, except for any such default which would not, individually or in the aggregate, have a Material Adverse Effect on Omega and its Subsidiaries taken as a whole.

          (c) The Owned Properties and the properties leased pursuant to the Leases (the “Leased Properties”) constitute all of the real estate on which Omega and its Subsidiaries maintain their facilities or conduct their business as of the date of this Agreement, except for locations the loss of which would not result in a Material Adverse Effect on Omega and its Subsidiaries taken as a whole.

          (d) A true and complete copy of each agreement pursuant to which Omega or any of its Subsidiaries leases real property to a third party (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Third Party Leases”) has heretofore been made available to FNB. Each Third Party Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). To the knowledge of Omega, there are no existing defaults by the tenant under any Third Party Lease, or any event which with notice or lapse of time or both which would constitute such a default.

     3.19 State Takeover Laws . Omega has previously taken any and all action necessary to render the provisions of the Pennsylvania anti-takeover statutes in Sections 2538 through 2588 inclusive of the PBCL that may be applicable to the Merger and the other transactions contemplated by this Agreement inapplicable to FNB and its respective affiliates, and to the Merger, this Agreement and the transactions contemplated hereby. The Board of Directors of Omega has approved this Agreement and the transactions contemplated hereby as required to render inapplicable to such Agreement and the transactions contemplated hereby any restrictive provisions, including the provisions of Paragraph 9, of the Omega Articles.

     3.20 Reorganization . As of the date of this Agreement, Omega is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

     3.21 Opinion . Prior to the execution of this Agreement, Omega has received an opinion from Keefe, Bruyette & Woods, Inc. to the effect that as of the date thereof and based

upon and subject to the matters set forth therein, the Merger Consideration is fair to the shareholders of Omega f