OMEF Omega Financial (MM)

Item 8.01 Other Events.

On November 19, 2007, the Board of Directors of Omega Financial Corporation ("Omega") waived the mandatory retirement requirement under the Bylaws with respect to directors Philip E. Gingerich and David B. Lee. Under Omega's bylaws, any director that reaches age 70 will cease to be a director on December 31st of the calendar year in which such director reaches age 70. Messrs. Gingerich and Lee, both of whom reached age 70 this year, would have retired as directors effective December 31, 2007. Under the action taken by the Board, Messrs. Gingerich and Lee will continue to serve as directors of Omega until the earlier of (i) the completion of the merger with F.N.B. Corporation ("FNB") or (ii) the termination of the Agreement and Plan of Merger with FNB.

Additional Information and Where to Find It
In connection with the proposed merger, Omega and FNB will file a joint proxy statement/prospectus and other relevant documents with the Securities and Exchange Commission. SHAREHOLDERS 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. Shareholders may obtain a free copy of the joint proxy statement/prospectus (when available) and other documents filed by Omega and FNB at the Securities and Exchange Commission’s Web site at http://www.sec.gov. The joint proxy statement/prospectus and such other documents may also be obtained for free from Omega by directing such request to Omega at 366 Walker Drive, State College, Pennsylvania 16801, Attention: Investor Relations, telephone: (814) 231-7680.

Omega and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its shareholders in connection with the proposed merger. Information concerning such participants’ ownership of Company common stock is set forth in Omega’s proxy statements and Annual Reports on Form 10-K, previously filed with the Securities and Exchange Commission. Additional information about the interests of those participants may be obtained from reading the joint proxy statement/prospectus relating to the merger when it becomes available.