InstitutionalShareholder Services urged F.N.B.Corp. shareholders to reject the proposal to reincorporate the company to Pennsylvaniafrom Florida, F.N.B. recently learned.

F.N.B. saidit had asked ISS to change the recommendation but the proxy advisory firmdenied the request.

"Itappears that the sole objection of ISS to our reincorporation proposal now lieswith the increase in the threshold support level for shareholders to call aspecial meeting to 25%, which is the lowest level permitted under thePennsylvania law for a public corporation such as F.N.B.," Chief LegalOfficer and Corporate Secretary James Orie said in a May 10 letter toshareholders.

Orie saidthat shareholders are given an "unfettered right" to call a specialmeeting once the threshold support level is met, and that 20% to 25% is themost commonly implemented threshold among the other public companies which alsoprovide this right.

He alsostressed that the Pennsylvania-based company has no operations or employees inFlorida.