1082471--4/3/2006--INTEGRITY_FINANCIAL

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{loss, insurance, financial}

{acquisition, growth, future}

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Risks Associated with our Merger Agreement with FNB Corp We can give no assurances as to when, or if, our merger agreement with FNB Corp. will be consummated. The merger may have an adverse effect on operating results The merger agreement with FNB Corp. limits our ability to pursue alternatives to the merger Risks Associated with our Continued Operations We have merged our subsidiary banks into one financial institution Our Subsidiary Bank Remains under a Memorandum of Understanding with the Federal and State Bank Regulators We may not be able to maintain and manage our growth, which may adversely affect our results of operations and financial condition and the value of our common stock. A decrease in interest rates could adversely impact our profitability. Our profitability depends significantly on economic conditions in our market area. If we experience greater loan losses than anticipated, it will have an adverse effect on our net income. In order to be profitable, we must compete successfully with other financial institutions which have greater resources and capabilities than we do. Our securities are not FDIC insured. There is a limited market for our common stock

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1082471--4/3/2006--INTEGRITY_FINANCIAL_CORP