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Exhibit 99.1
SWVA BANCSHARES, INC.
ANNUAL MEETING OF STOCKHOLDERS
__________ ____, 2001
The undersigned hereby appoints the Board of Directors of SWVA Bancshares,
Inc. ("SWVA"), or its designee, with full powers of substitution, to act as
attorneys and proxies for the undersigned, to vote all shares of common stock of
SWVA which the undersigned is entitled to vote at the 2000 Annual Meeting of
Stockholders, to be held at ____________________________________ Roanoke,
Virginia on ___________, 2001, at [10:30 a.m.] and at any and all adjournments
thereof, in the following manner:
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FOR AGAINST ABSTAIN
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1. The approval and adoption of the
Agreement and Plan of Merger between
SWVA Bancshares, Inc. and FNB Corporation |_| |_| |_|
The Board of Directors recommends a vote "FOR" Proposal 1.
FOR WITHHELD
2. The election as director of all nominees
listed below with terms expiring in 2003: |_| |_|
D.W. Shilling
B.L. Rakes
INSTRUCTIONS: To withhold your vote for any individual nominee or nominees, mark
the "WITHHELD" box and write the nominee's name or their names on the line
provided below.
The Board of Directors recommends a vote "FOR" Proposal 2.
FOR AGAINST ABSTAIN
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3. The ratification of the appointment of Cherry
Bekaert & Holland L.L.P. as independent auditors
of SWVA for the fiscal year ending
June 30, 2001. |_| |_| |_|
The Board of Directors recommends a vote "FOR" Proposal 3.
FOR AGAINST ABSTAIN
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4. In their discretion, the proxies are authorized to vote upon any other
business that may properly come before the meeting, or any adjournment
thereof, including to vote in favor of an adjournment of the meeting,
if necessary, in order to solicit additional votes in favor of
approval of the Agreement and
Plan of Merger. |_| |_| |_|
The Board of Directors recommends a vote "FOR" Proposal 3.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3 AND 4. IF ANY OTHER BUSINESS IS
PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY
IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the meeting, or
at any adjournments thereof, and after notification to the Secretary of SWVA at
the meeting of the stockholder's decision to terminate this proxy, the power of
said attorneys and proxies shall be deemed terminated and of no further force
and effect. The undersigned may also revoke this proxy by filing a subsequently
dated proxy or by written notification to the Secretary of SWVA of his or her
decision to terminate this proxy.
The undersigned acknowledges receipt from SWVA prior to the execution
of this proxy of a Notice of Annual Meeting of Stockholders and a proxy
statement/prospectus dated ________________, 2001.
Please check here if you
Dated: , 2001 |_| plan to attend the meeting.
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
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SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
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PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
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