<PAGE>
Exhibit 99.2
<TABLE>
<S> <C>
Election Form CNB Holdings, Inc.
Deadline for receipt of this Election Form is by 5 p.m. on ____________, 2000. 1-___-____-____
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1 About You and Your Shares - Indicate Address Change as Necessary Below
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ACCOUNT NUMBER: _____________________________
Description of Shares
Certificate Number
______________________
________________________________
________________________________
________________________________
________________________________
TOTAL CERTIFICATE SHARES: __________________
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2 Election Options and Required Signatures - Check one option only *All certificates MUST accompany this form*
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[_] 1. Exchange all shares [_] 2. Exchange all shares [_] 3. Exchange ___________ shares for cash and the
for cash for stock balance for stock. (Please write the number of
shares that you would like to exchange for cash
in the blank.
-----------------------------------------------------------------
Required Signatures - All shareholders must sign below. Social Security Number: ___________________
The shareholders whose Social Security Number is printed
to the right must sign the W-9 Certification. W-9 Certification - I certify under penalties of perjury that
the Tax Identification Number (TIN) shown above is correct, or
that I have entered the correct TIN and am not subject to
X _______________________________________________________ withholding. If I fail to furnish my correct TIN, I may be
Signature of Shareholder Date subject to a penalty by the IRS. Also, such a failure would
result in backup withholding of 31% of any payment made to me.
X _______________________________________________________
Signature of Shareholder Date
(if joint account) X ____________________________________ ______________________
Signature of Shareholder whose TIN or Date
( ) - Social Security Number is shown in this box
----------------------------------------------------------
Area Code and Daytime Phone
-----------------------------------------------------------------
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3 Lost, Stolen or Destroyed Certificate(s)
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If certificates representing common shares of CNB Holdings, Inc. have been lost, stolen or destroyed, please check
this box and circle the missing certificate number(s) in Section 1 above. You will receive additional documents to [_]
complete.
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</TABLE>
<PAGE>
<TABLE>
<S> <C>
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4 Special Transfer or Payment Instructions
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Substitute Form W-9 - To be completed by the new account
The check or shares from the exchange will be issued in holder.
the name(s) printed in Section 1 unless you indicate a
different name below. Your signature and a Signature Under Federal Income Tax law, you may be subject to certain
Guarantee are required. The Substitute Form W-9 to the penalties and backup withholding at a 31% rate if you do not
right must be completed by the new account holder. certify, under penalties of perjury, that the Social Security
or Taxpayer Identification Number provided below is correct,
_______________________________________________________ and that you are not subject to backup withholding.
Name
_______________________________________________________ 1. The number shown on this form is my correct Taxpayer
Name Identification Number (or I am waiting for a number to be
_______________________________________________________ issued to me), and
Address
_______________________________________________________ 2. I am not subject to backup withholding either because I
City - State - Zip have not been notified by the Internal Revenue Service (IRS)
that I am subject to backup withholding as a result of a
X _____________________________________________________ failure to report all interest or dividends, or the IRS has
Authorized Signature(s) notified me that I am no longer subject to backup withholding.
PLACE MEDALLION X ____________________________________________
SIGNATURE GUARANTEE Signature
HERE
----------------------------------------------------------- ----------------------------------------------
5 Special Delivery Instructions TIN or Social Security Number*
----------------------------------------------------------- ----------------------------------------------
Certificate or check will be mailed to the address shown in *If you do not have a Social Security Number see How to Obtain
Section 1 unless you indicate a different address below: a TIN, page __ of the instructions.
NOTE: If the account is registered in more than one name, see
______________________________________________ the chart on page 17 for guidelines on which number to use.
Name
_________________________________________________________ Return this signed form with your stock certificate(s) in
Address the enclosed envelope to FNB Corporation, Attn:
_________________________________________________________ Reorganization Department as indicated below:
City - State - Zip
By Mail:__________________________________________________
By Hand:__________________________________________________
By Overnight:_____________________________________________
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</TABLE>
<PAGE>
This booklet provides answers to frequently asked questions, describes your
options and provides information and instruction on how to make your election.
We urge you to carefully read the instructions and review the Frequently Asked
Questions. Then, promptly complete the enclosed Election Form and send it in
the envelope provided along with your stock certificates, to FNB Corporation,
P.O. Box 600, Christiansburg, Virginia 24068.
Table of Contents
Frequently Asked Questions
2
-------------------------------------
Instructions for Completing the
Election Form
5
-------------------------------------
Instructions for Completing the
Substitute Form W-9
12
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<PAGE>
[CNB Letterhead]
Dear CNB Holdings, Inc. Shareholder,
This is an exciting time to be working and investing in the financial services
industry. Our merger with FNB Corporation, the company that owns First National
Bank in Christiansburg, is almost complete. The final step is yours - the
election process.
The election process is explained in full detail in the attached Election
Information and Instructions. It is extremely important that you read these
instructions carefully, then return your completed Election Form and stock
certificates by _______________, 2000.
As you make your election, it is important to note that you may not get all the
stock or cash that you elected. Because the total number of shares and the
amount of cash we can distribute to CNB Holdings' shareholders are limited by
the terms of the merger. We believe that the overall result of this requirement
will be to create greater value for you, our shareholders. Reducing the number
of shares outstanding provides your company more flexibility and reduces the
ultimate dilutive effect of the merger.
Again, I urge you to return your Election Form and certificates as soon as
possible. Thank you for your investment as well as your overwhelming support of
this meger.
Sincerely,
President and Chief Executive Officer
This letter contains forward-looking statements which are subject to risks and
uncertainties. Discussion of factors that can cause actual results to differ
materially from management's expectations, projections, forecasts and estimates
is contained in the Company's Securities and Exchange Commission filings.
<PAGE>
Frequently Asked Questions
1
--------------------------------------
Why have I been sent an Election Form?
On ___________, the shareholders of CNB Holdings, Inc. approved the merger
agreement between CNB and FNB Corporation, the company that owns First National
Bank in Christiansburg. The agreement provides that in exchange for each share
of CNB Holdings stock held by you, you will have to option to receive either
$_______ in cash or ____ share of FNB Corporation common stock. What a
shareholder receives is subject to certain limits. For more information on
these limits, please refer to page __ of the Proxy Statement.
2
--------------------------------------
What is the Election Form?
The Election Form is the document provided to you to select your exchange
option. The form is divided into five sections. There are corresponding
instructions for completing each of these sections beginning on page __.
The Election Form must accompany certificates for shares of CNB Holdings common
stock when you exchange them for shares of FNB Corporation common stock or when
you exchange them for cash.
Return your stock certificates along with the Election Form in the enclosed
envelope. Do not sign the certificates.
3
--------------------------------------
What happens if I do not send in my Election Form?
If you do not respond, FNB Corporation will determine whether cash, stock or a
combination of cash and stock will be distributed to you. Shareholders who do
not respond will not receive FNB Corporation stock and associated dividends or
any cash payments as a result of the exchange until they have surrendered their
certificates. Refer to the Proxy Statement for more information.
4
--------------------------------------
What happens if I miss the Election Deadline?
Missing the Election Deadline is the same as not responding - FNB Corporation
will determine whether cash, stock or a combination of cash and stock will be
distributed to you. Also any shares or cash associated with the exchange will
be withheld along with any dividends on those shares. The Election Deadline is
_________.
5
--------------------------------------
Am I guaranteed to receive what I ask for on the Election Form?
No. If the combined elections received exceed the fixed cash or stock amounts
set aside for the merger, it may be necessary to allocate the cash or stock
consideration. In this case you may not receive the cash or the shares that you
elected. Refer to "What Shareholders Will Receive in the Mergers" in the Proxy
Statement for more information.
6
--------------------------------------
When can I expect to receive my new stock certificates or cash?
Please allow ______ weeks after the Effective Date of the mergers to receive
your check and/or stock certificate. The
<PAGE>
Effective Date will be approximately ____ (__) business days after the Election
Deadline and will be announced by press release and on our web site at
____________.
7
--------------------------------------
How do I know if I have stock certificates? How many shares do I own?
Section 1 (About You and Your Shares) of the Election Form gives you a break-
down of your holdings by certificates according to our records. Any shares that
you own that are held by your broker in street name do not appear on this form.
You should receive separate instructions from your broker regarding these
shares.
8
--------------------------------------
Do I have to send in my stock certificate(s)?
Yes. Whether you elect cash or stock your certificates must be returned with
your Election Form.
9
--------------------------------------
What if I cannot locate my stock certificate(s)
Complete Section 2 (Election Options and Required Signatures) and Section 3
(Lost, Stolen or Destroyed Certificate(s)) of the Election Form. Promptly mail
the Election Form along with any stock certificates you have to FNB Corporation
in the envelope provided. You will receive replacement instructions that must
be returned five (5) business days prior to the Election Deadline. If your
instructions are not received by the Election Deadline, FNB Corporation will
determine whether cash, stock or a combination of cash and stock will be
distributed to you for the shares represented by the lost certificate(s).
Please act promptly!
10
--------------------------------------
Will I have to pay taxes on the proceeds if my shares are exchanged for cash?
In most cases, an exchange for cash will be treated as a taxable sale of stock.
Because individual circumstances may differ, shareholders should consult their
tax advisors to determine the tax effect to them of the mergers, including the
application and effect of foreign, state, local or other tax laws.
11
--------------------------------------
Will I have to pay taxes on any FNB Corporation stock I receive in exchange for
my CNB Holdings shares?
In most cases, you should not have to pay taxes on the shares of FNB Corporation
stock you receive. Your tax basis on your CNB Holdings shares will continue to
be your tax basis on your FNB Corporation shares. However, because individual
circumstances may differ, shareholders should consult their tax advisors to
determine the tax effect to them of the mergers, including the application and
effect of foreign, state, local or other tax laws.
12
--------------------------------------
How should I send in my signed documents and stock certificate(s)?
An envelope addressed to FNB Corporation is enclosed with this package. Please
use this envelope to return your Election Form, your stock certificates, if
applicable, and any additional documentation that may be required to make your
election complete. If you do not have the envelope, please return all requested
documentation to:
FNB Corporation as follows:
By Mail:
<PAGE>
Post Office Box ____
______________________
By Hand:
_________________
_________________
By Overnight Delivery:
_________________
_________________
If you are mailing stock certificates with your Election Form, we recommend that
you use Registered and Insured Mail, Return Receipt Requested. Do not return
any exchange documents to CNB Holdings.
13
--------------------------------------
Are there any fees associated with the exchange?
There are no fees associated with the exchange unless you need to replace
missing stock certificates. If your certificate is lost see Section 3 (Lost,
Stolen or Destroyed Certificate(s)) of the instructions.
14
--------------------------------------
How do I change my address?
Mark through any incorrect address information that is printed in Section 1
(About You and Your Shares) of the Election Form. Write the correct address in
the space beside the printed information.
15
--------------------------------------
What do I do if:
. I want to change the name on my account?
. I want to have my check made payable to someone else?
. the owner or co-owner is deceased?
Complete Section 4 (Special Transfer or Payment Instructions) of the Election
Form in order to transfer the shares or cash to someone else. For more
information, refer to the instructions for completing that section.
16
--------------------------------------
Who do I call if I have additional questions or need more information?
You may contact ____________________ at _______________.
<PAGE>
Instructions for Completing
the Election Form
These instructions are for the accompanying Election Form for registered
shareholders of CNB Holdings, Inc. All elections are subject to the merger
agreement that was furnished to shareholders as part of the Proxy Statement
dated __________. Copies of the Proxy Statement are available upon request to
the address or phone number on the back cover of this booklet.
The terms of the merger agreement may make it impossible for all elections to be
honored in full. FNB Corporation intends to honor effective elections to the
maximum extent possible. It is VERY IMPORTANT that you correctly complete, sign
and return the Election Form before the Election Deadline of _____________,
unless the Election Deadline is extended. Please use the enclosed envelope,
addressed to ___________________________, to return the Election Form, together
with all of your stock certificates. ALL STOCK CERTIFICATES MUST BE SUBMITTED
NO MATTER WHAT ELECTION YOU MAKE. If some of your stock is held by a broker,
bank or other nominee, please wait for instructions on what to do with those
shares.
================================================================================
1 About You and Your Shares
================================================================================
This section shows the registration on your account and the number of shares
owned as of the election record date.
Mark through any incorrect address information that is printed in this section.
Write the correct address in the space beside the printed information. If your
certificate(s) is lost, circle the certificate number(s) printed in this
section, complete Sections 2 and 3 of the Election Form and return the completed
form to FNB Corporation. Refer to the bottom of the Election Form or the back
cover of this booklet for mailing and other delivery instructions.
================================================================================
2 Election Options and Required Signatures
================================================================================
YOU MUST COMPLETE THIS SECTION FOR YOUR ELECTION TO BE VALID.
Making Your Election
The terms of the merger agreement allow you to specify the type of consideration
you would like to receive for your shares. For more in-depth information,
please refer to the Proxy Statement. You may select only one option.
Regardless of the option you choose, you must return all of your stock
certificates with the Election Form for your election to be valid. If you are
unable to find all of your certificates, please complete Section 3.
<PAGE>
Your options are:
1. Exchange all shares for cash. Choose this option if you would like to
receive $_______ for each CNB Holdings shares.
2. Exchange all shares for stock. Choose this option if you would like to
receive FNB Corporation stock in exchange for your CNB Holdings shares.
3. Exchange shares for cash and stock. Choose this option if you would like to
exchange some of your CNB Holdings shares for cash (at $_____ per share) and
some for FNB Corporation stock. Fill in the blank with the number of CNB
Holdings shares you would like to exchange for cash.
--------------------------------------------------------------------------------
IMPORTANT
=========
If no option is marked, FNB Corporation will assume the shareholder has no
preference and will determine the type of consideration to be given.
HOW THE MERGER AGREEMENT AND YOUR ELECTION OPTION WILL WORK TOGETHER.
The merger agreement limits the amount of cash and the amount of stock that can
be issued in exchange for CNB Holdings shares. To find out more about these
limits, and the allocation method we will use, please see "What Shareholders
Will Receive in the Merger" in the Proxy Statement.
--------------------------------------------------------------------------------
Signing the Election Form
Signing the form authorizes FNB Corporation to do whatever is necessary to
accomplish the exchange. All individuals listed on the share certificate(s) and
the account must sign this section of the Election Form. Please be sure to
include your daytime phone number. If you are a trustee, executor,
administrator, corporate officer or someone else who is acting on behalf of a
shareholder and your name is not printed in Section 1 of the Election Form, you
must include your full title and send us proper evidence of your authority to
exchange the shares. See Item 4 for more details.
W-9 Certification
Certify that the Social Security Number that we have printed in this section is
correct. Even if you have previously furnished a Taxpayer Identification Number
(TIN), Social Security Number or the certification on Form W-9, you must again
certify this number on the W-9 included in this section.
Returning the Election Form
Regardless of the election option you choose please do not return any exchange
documents to CNB Holdings or Community National Bank. Return your stock
certificates with the Election Form to FNB Corporation using one of the methods
indicated at the bottom of the Election Form. Before you mail your Election
Form, make sure that you:
a) verify the election you have chosen,
b) sign and date the Election Form and include your daytime phone number,
c) verify the TIN or Social Security Number printed on the Election Form and
sign the W-9 certification, and
d) include your stock certificates along with the Election Form in the enclosed
envelope. (If you are sending certificates, we recommend using Registered
and Insured Mail, Return Receipt Requested.)
--------------------------------------------------------------------------------
The completed Election Form and stock certificate(s), if applicable, must be
received by 5 p.m. on ___________, 2000.
--------------------------------------------------------------------------------
Notice of Defects; Resolutions of Disputes
FNB Corporation and CNB Holdings, Inc. have no obligation to notify you or
anyone else that FNB Corporation has not received your Election Form or
<PAGE>
that the Election Form you submitted has not been properly completed and will
not incur any liability for failure to give such notification.
Any disputes regarding your election of the elections made by other CNB Holdings
shareholders (for instance, disputes about whether an Election Form was
submitted by the Election Deadline, whether any other time limits involved in
the election process have been satisfied, whether stock certificates have been
correctly submitted, whether allocations and prorations for the merger have been
correctly calculated) will be resolved by FNB Corporation and its decision will
be final for all parties concerned. FNB Corporation has the absolute right to
reject any and all Election Forms and surrenders of stock certificates which it
determines are not in proper form or to waive minor irregularities in any
Election Form or in the surrender of any certificate. Surrenders of
certificates will not be effective until all defects or irregularities that have
not been waived by FNB Corporation have been corrected. Please return your
Election Form promptly after receipt to allow sufficient time to correct any
possible deficiencies before the Election Deadline.
Changing or Revoking Your Election
Shareholders may revoke their elections by filing a written revocation wit the
Exchange Agent before the Election Deadline.
================================================================================
3 Lost, Stolen or Destroyed Certificates
================================================================================
Refer to Section 1 (About You and Your Shares) of the Election Form to see a
listing of your certificates. If any of your CNB Holdings stock certificates
have been LOST, STOLEN, or DESTROYED, circle the missing certificate number on
the certificate list and check the box in Section 3 (Lost, Stolen or Destroyed
Certificate(s)). Promptly return the certificates that you do have along with
the Election Form in the enclosed envelope. If you are sending certificates, we
recommend using Registered and Insured Mail, Return Receipt Requested. You will
receive replacement instructions that must be returned five (5) business days
prior to the Election Deadline. If your instructions are not received in time,
FNB Corporation will determine whether cash, stock or a combination of cash and
stock will be distributed to you.
--------------------------------------------------------------------------------
IMPORTANT
The shares represented by the missing stock certificate(s) will not be
considered part of your election until the lost certificate affidavits are
returned and the replacement certificate is issued. If your instructions are
not received in time, FNB Corporation will determine whether cash, stock or a
combination of cash and stock will be distributed to you for the shares
represented by the lost certificate(s).
--------------------------------------------------------------------------------
You will be billed for any replacement fees in accordance with the following fee
schedules.
Fee Schedule for Certificate Replacement (General)
Certificate Value Fee(s)
--------------------------------------------------------------------------------
$500 - $1000 $50 service charge
Greater than $1000 $50 service charge
+2% of market value
Fee Schedule for Certificate Replacement (Where Named Shareholder is Deceased)
Certificate Value Fee(s)
--------------------------------------------------------------------------------
less than $500 2% of market value
greater than $500 $50 service charge
+2% of market value
<PAGE>
================================================================================
4 Special Transfer or Payment Instructions
================================================================================
If you want your FNB Corporation certificate registered or your check made
payable in a name different from the name(s) printed in Section 1 of the
Election Form, you must complete this section.
First, print the name(s) and address of the person(s) receiving the shares in
the space provided in Section 4. Then, refer to the procedures printed below
for the requirements needed to make some of the most frequently requested types
of registration changes. The documents described below must accompany your
certificate(s), if applicable, and your Election Form in order for us to honor
your instructions.
Transfer of ownership to another individual:
1. The shareholder whose name is printed in Section 1 must obtain a signature
guarantee. If the account is in joint names, both owners must sign and have
their signatures guaranteed. [Signature(s) must be guaranteed by an officer
of a commercial bank, trust company, credit union or savings & loan who is a
member of the Securities Transfer Agents Medallion Program (STAMP), or by a
stockbroker who is a member of STAMP.] The signature of a Notary Public is
not acceptable for this purpose.
2. Complete the Substitute Form W-9 in Section 4 by listing the Taxpayer
Identification Number (TIN) or Social Security Number (SSN) that is to be
used for tax reporting on the new account. The individual whose TIN or SSN
is being used must sign the Substitute Form W-9. Please refer to the
Instructions for Completing Substitute Form W-9 for more detailed
information.
Name change due to marriage:
1. The shareholder whose name is printed in Section 1 must obtain a signature
guarantee. If the account is in joint names, both owners must sign and have
their signatures guaranteed. [Signature(s) must be guaranteed by an officer
of a commercial bank, trust company, credit union or savings & loan who is a
member of the Securities Transfer Agents Medallion Program (STAMP), or by a
stockbroker who is a member of STAMP.] The signature of a Notary Public is
not acceptable for this purpose.
2. Complete the Substitute Form W-9 in Section 4 by listing the Taxpayer
Identification Number (TIN) or Social Security Number (SSN) that is to be
used for tax reporting on the new account. The individual whose TIN or SSN
is being used must sign the Substitute Form W-9. Please refer to the
Instructions for Completing Substitute Form W-9 for more detailed
information.
Only one person's name is printed in Section 1 and that person is deceased. You
are the executor or administrator of the estate:
1. Provide a certified (under raised seal) copy of the Court Qualification
appointing the legal representative (dated within 60 days).
2. You, as legal representative, must obtain a signature guarantee.
[Signature(s) must be guaranteed by an officer of a commercial bank, trust
company, credit union or savings & loan who is a member of the Securities
Transfer Agents Medallion Program (STAMP), or by a stockbroker who is a
member of STAMP.] The signature of a Notary Public is not acceptable for
this purpose.
<PAGE>
3. Complete the Substitute Form W-9 in Section 4 by listing the Taxpayer
Identification Number (TIN) or Social Security Number (SSN) that is to be
used for tax reporting on the new account. The individual whose TIN or SSN
is being used must sign the Substitute Form W-9. Please refer to the
Instructions for Completing Substitute Form W-9 for more detailed
information.
Note: Some states require application for an Inheritance Tax Waiver. This
is dependent upon the state in which the deceased person resided. Please
contact that state's Tax Department for the tax waiver.
The account is a joint account and one person is deceased. Transferring shares
to the survivor only:
1. Provide a certified (under raised seal) copy of death certificate.
2. Survivor's signature (no signature guarantee is necessary in this case).
3. Complete the Substitute Form W-9 in Section 4 by listing the Taxpayer
Identification Number (TIN) or Social Security Number (SSN) that is to be
used for tax reporting on the new account. The individual whose TIN or SSN
is being used must sign the Substitute Form W-9. Please refer to the
Instructions for Completing Substitute Form W-9 for more detailed
information.
Note: Some states require application for an Inheritance Tax Waiver. This
is dependent upon the state in which the deceased person resided. Please
contact that state's Tax Department for the tax waiver.
The account is a joint account and one person is deceased. Transferring to the
survivor and adding a name:
1. Provide a certified (under raised seal) copy of death certificate.
2. Survivor must obtain a signature guarantee. [Signature(s) must be guaranteed
by an officer of a commercial bank, trust company, credit union or savings &
loan who is a member of the Securities Transfer Agents Medallion Program
(STAMP), or by a stockbroker who is a member of STAMP.] The signature of a
Notary Public is not acceptable for this purpose.
3. Complete the Substitute Form W-9 in Section 4 by listing the Taxpayer
Identification Number (TIN) or Social Security Number (SSN) that is to be
used for tax reporting on the new account. The individual whose TIN or SSN
is being used must sign the Substitute Form W-9. Please refer to the
Instructions for Completing Substitute Form W-9 for more detailed
information.
Note: Some states require application for an Inheritance Tax Waiver. This
is dependent upon the state in which the deceased person resided. Please
contact that state's Tax Department for the tax waiver.
The account is a custodial account and the minor has reached the legal age of
majority:
If the request is being made by the custodian:
1. The custodian must obtain a signature guarantee. [Signature(s) must be
guaranteed by an officer of a commercial bank, trust company, credit union or
savings & loan who is a member of the Securities Transfer Agents Medallion
Program (STAMP), or by a stockbroker who is a member of STAMP.] The
signature of a Notary Public is not acceptable for this purpose.
2. Provide a certified (under raised seal) copy of the birth certificate for the
former minor.
<PAGE>
3. Complete the Substitute Form W-9 in Section 4 by listing the Taxpayer
Identification Number (TIN) or Social Security Number (SSN) that is to be
used for tax reporting on the new account. The individual whose TIN or SSN
is being used must sign the Substitute Form W-9. Please refer to the
Instructions for Completing Substitute Form W-9 for more detailed
information.
If the request is being made by the minor who has now reached the age of
majority:
1. The former minor must obtain a signature guarantee. [Signature(s) must be
guaranteed by an officer of a commercial bank, trust company, credit union or
savings & loan who is a member of the Securities Transfer Agents Medallion
Program (STAMP), or by a stockbroker who is a member of STAMP.] The
signature of a Notary Public is not acceptable for this purpose.
2. Complete the Substitute Form W-9 in Section 4 by listing the Taxpayer
Identification Number (TIN) or Social Security Number (SSN) that is to be
used for tax reporting on the new account. The individual whose TIN or SSN
is being used must sign the Substitute Form W-9. Please refer to the
Instructions for Completing Substitute Form W-9 for more detailed
information.
You want to have the account registered in the name of a trust:
1. Obtain a signature guarantee for the shareholder whose name is printed in
Section 1. If the account is in joint names both owners must sign and have
their signatures guaranteed. [Signature(s) must be guaranteed by an officer
of a commercial bank, trust company, credit union or savings & loan who is a
member of the Securities Transfer Agents Medallion Program (STAMP), or by a
stockbroker who is a member of STAMP.] The signature of a Notary Public is
not acceptable for this purpose.
2. Provide a copy of the first and last pages of the trust agreement.
3. Complete the Substitute Form W-9 in Section 4 by listing the Taxpayer
Identification Number (TIN) or Social Security Number (SSN) that is to be
used for tax reporting on the new account. The individual whose TIN or SSN
is being used must sign the Substitute Form W-9. Please refer to the
Instructions for Completing Substitute Form W-9 for more detailed
information.
================================================================================
5 Special Delivery Instructions
================================================================================
Complete this section only if you want the certificate or check resulting from
your election to be registered to you but delivered to an address other than
the one that is printed in Section 1 (About You and Your Shares) of the
Election Form.
Note: Your address of record will not be affected by completing this section. If
you have had a permanent address change, please note it in Section 1 of the
Election Form.
RETURN INSTRUCTIONS
Return the completed Election Form with your stock certificate(s), if
applicable, using the enclosed envelope addressed to FNB Corporation. The method
of delivery of the Election Form and accompanying stock certificate(s) is at
your option and risk. If you are mailing stock certificates, we recommend
Registered and Insured Mail, Return Receipt Requested. Do not sign your stock
certificates. Refer to the bottom of the Election Form for the return deadline
and delivery options.
<PAGE>
IRS Instructions for Completing
Substitute Form W-9
Certification Instructions
You must cross out item (2) on the Substitute Form W-9 if you have been notified
by the IRS that you are currently subject to backup withholding because of
underreporting interest or dividends on your tax return. (Also see Signing The
Certification under Specific Instructions).
(Section References are to the Internal Revenue Code.)
Purpose of Form
A person who is required to file an information return with IRS must obtain your
correct taxpayer identification number (TIN) to report income paid to you. Use
this Substitute Form W-9 to furnish your correct TIN to the requester (FNB
Corporation), and when applicable, (1) to certify that the TIN you are
furnishing is correct (or that you are waiting for a number to be issued), (2)
to certify that you are not subject to backup withholding, and (3) to claim
exemption from backup withholding if you are an exempt payee. Furnishing your
correct TIN and making the appropriate certifications will prevent certain
payments from being subject to the 31% backup withholding.
What is Backup Withholding
Persons making certain payments to you are required to withhold and pay to IRS
31% of such payments under certain conditions. This is called "backup
withholding." Payments that could be subject to backup withholding include
interest, dividends, broker and barter exchange transactions, rents, royalties,
nonemployee compensation, and certain payments from fishing boat operators, but
do not include real estate transactions.
If you give the requester your correct TIN, make the appropriate
certifications, and report all your taxable interest and dividends on your tax
return, your payments will not be subject to backup withholding. Payments you
receive will be subject to backup withholding if:
(1) You do not furnish your TIN to the requester, or
(2) IRS notifies the requester that you furnished an incorrect TIN, or
(3) You are notified by IRS that you are subject to backup withholding
because you failed to report all your interest and dividends on your tax return
(for reportable interest and dividends only), or
(4) You fail to certify to the requester that you are not subject to backup
withholding under (3) above (for reportable interest and dividend accounts
opened after 1983 only), or
(5) You fail to certify your TIN. This applies only to reportable interest,
dividend, broker, or barter exchange accounts opened after 1983, or broker
accounts considered inactive in 1983.
Except as explained in (5) above, other reportable payments are subject to
backup withholding only if (1) or (2) above applies.
Certain payees and payments are exempt from backup withholding and
information reporting. See Payees and Payments Exempt from Backup Withholding
and Exempt Payees and Payments under Specific Instructions, on page __, if you
are an exempt payee.
How to Obtain a TIN
If you do not have a TIN, you should apply for one immediately. To apply get
Form SS-5, Application for a Social Security Number Card (for individuals) from
your local office of the Social Security Administration, or Form SS-4,
Application for Employer Identification Number (for businesses and all other
entities), from your local Internal Revenue Service office.
To complete Form W-9 if you do not have a TIN, write "Applied For" in the
space for the TIN in Part 1, sign and date the form and give it to the
requester. Generally, you will then have 60 days to obtain a TIN and furnish it
to the requester. If the requester does not receive your TIN within 60 days,
backup withholding, if applicable, will begin and continue until you furnish
your TIN to the
<PAGE>
requester. For reportable interest or dividend payments, the payer must exercise
one of the following options concerning backup withholding during this 60-day
period. Under option (1), a payer must backup withhold on any withdrawals you
make from your account after 7 business days after the requester receives this
form back from you. Under option (2), the payer must backup withhold on any
reportable interest or dividend payments made to your account, regardless of
whether you make any withdrawals. The backup withholding under option (2) must
begin no later than 7 business days after the requester receives this form back.
Under option (2), the payer is required to refund the amounts withheld if your
certified TIN is received within the 60-day period and you were not subject to
backup withholding during that period.
Note: Writing "Applied For" on the form means that you have already applied for
a TIN OR that you intend to apply for one in the near future.
As soon as you receive your TIN, complete another Form W-9, include your TIN,
sign and date the form, and give it to the requester.
Payees and Payments Exempt from Backup Withholding
The following is a list of payees exempt from backup withholding. For interest
and dividends, all listed payees are exempt except item (2). For broker
transactions, payees listed in (1) through (13) and a person registered under
the Investment Advisors Act of 1940 who regularly acts as a broker are exempt.
(1) A corporation.
(2) An organization exempt from tax under Section 501(a), or an individual
retirement plan (IRA), or a custodial account under 403(b)(7).
(3) The United States or any of its agencies or instrumentalities.
(4) A state, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities.
(5) A foreign government or any of its political subdivisions, agencies or
instrumentalities.
(6) An international organization or any of its agencies or
instrumentalities.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the U.S. or
a possession of the U.S.
(9) A futures commission merchant registered with the Commodity Futures
Trading Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the
Investment Company Act of 1940.
(12) A common trust fund operated by a bank under Section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or listed in
the most recent publication of the American Society of Corporate Secretaries,
Inc., Nominee List.
(15) A trust exempt from tax under Section 664 or described in Section 4947.
Payments of dividends and patronage dividends generally not subject to backup
withholding also include the following:
. Payments to nonresident aliens subject to withholding under Section 1441.
. Payments to partnerships not engaged in a trade or business in the U.S. and
that have at least one resident partner.
. Payments of patronage dividends not paid in money.
. Payments made by certain foreign organizations.
Payments that are not subject to information reporting are also not subject
to backup withholding. For details, see the regulations under Sections 6041,
6041A(a), 6042, 6044, 6045, 6049 and 6050A.
<PAGE>
Penalties
If you fail to furnish your correct TIN to a requester, you are subject to a
penalty of $50 for such failure unless your failure is due to a reasonable cause
and not to willful neglect.
Civil Penalty for False Information with Respect to Withholding - If you
make a false statement with no reasonable basis that results in no imposition of
backup withholding, you are subject to a penalty of $500.
Criminal Penalty for Falsifying Information - Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
Specific Instructions
Name - Be sure to enter your correct name.
If you are an individual, you must generally provide the name shown on your
social security card. However, if you have changed your last name, for instance,
due to marriage, without informing the Social Security Administration of your
name change, please enter your first name and both the last name shown on your
social security card and your new last name.
Signing the Certification
(1) Interest, Dividend, Broker and Barter Exchange Accounts Opened After 1983 -
You must sign the certification or backup withholding will apply. If you are
subject to backup withholding and you are merely providing your correct TIN to
the requester, you must cross out item (2) in the certification before signing
the form.
(2) Exempt Payees and Payments - If you are exempt from backup withholding, you
should complete this form to avoid possible erroneous backup withholding. Enter
your correct TIN in Section 4, write "EXEMPT" in the block in Section 4, sign
and date the form. If you are a nonresident alien or foreign entity not subject
to backup withholding, give the requester a completed Form W-8, Certificate of
Foreign Status.
(3) TIN "Applied For" - Follow the instructions under How to Obtain a TIN, on
page 15, sign and date the form.
Signature - For a joint account, only the person whose TIN is shown in Section 2
should sign the form.
Privacy Act Notice - Section 6109 requires you to furnish your correct taxpayer
identification number (TIN) to persons who must file information returns with
IRS to report interest, dividends, and certain other income paid to you,
mortgage interest you paid the acquisition or abandonment of secured property,
or contributions you made to an individual retirement arrangement (IRA). IRS
uses the numbers for identification purposes and to help verify the accuracy of
your tax returns. You must provide you TIN whether or not you are required to
file a tax return. Payers must generally withhold 31% of taxable interest,
dividend, and certain other payments to a payee who does not furnish a TIN to a
payer. Certain penalties may also apply.
What Number to Give FNB Corporation
------------------------------------------------------------
For this type of account: Give the Social
SecurityNumber of:
------------------------------------------------------------
1. Individual The individual
------------------------------------------------------------
2. Two or more The actual owner of the
individuals (joint account OR, if combined funds
account) the first individual on the
account (1)
------------------------------------------------------------
3. Custodian account of The minor (2)
a minor (Uniform
Transfers to Minors Act)
------------------------------------------------------------
4. a. The usual The grantor-trustee (1)
revocable savings trust
(grantor is also
trustee)
------------------------------------------------------------
<PAGE>
What Number to Give FNB Corporation
------------------------------------------------------------
For this type of account: Give the Social
SecurityNumber of:
------------------------------------------------------------
b. So-called trust The actual owner (1)
account that is not a legal
or valid trust under state
law
------------------------------------------------------------
5. Sole proprietorship The owner (3)
------------------------------------------------------------
6. A valid trust, Legal entity (do not furnish
estate, or pension trust the identification number of
the personal representative
or trustee unless the legal
entity itself is not
designated in the account
title) (4)
------------------------------------------------------------
7. Corporate The corporation
------------------------------------------------------------
8. Association, club, The organization
religious, charitable,
educational, or other
tax-exempt organization
------------------------------------------------------------
9. Partnership The partnership
------------------------------------------------------------
10. A broker or The broker or nominee
registered nominee
------------------------------------------------------------
11. Account with the The public entity
Department of
Agriculture in the name
of a public entity (such
as a state or local
government, school
district, or prison) that
receives agricultural
program payments
------------------------------------------------------------
(1) List first and circle the name of the person whose number
you furnish.
(2) Circle the minor's name and furnish the minor's social
security number.
(3) Show the name of the owner.
(4) List first and circle the name of the legal trust, estate, or pension trust.
Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
