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| ## Comptroller of the Currency                                        |
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| > Administrator of National Banks                                     |
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Washington, DC 20219

##### Conditional Approval #617

December 22, 2003 **January 2004**

James G. Orie, Esq.

Corporate Counsel

F.N.B. Corporation

One F.N.B. Boulevard

Hermitage, PA 16148-3363

Re: 2003-SD-02-0002 \-- Affiliated Merger of First National Trust
Company,

Hermitage, PA into First National Bank of Pennsylvania, Hermitage, PA

2003-SW-12-0203 \-- Merger (215a-3) of First National Investment
Services

Company into First National Bank of Pennsylvania

2003-SD-01-0001 \-- Trust Bank Charter for First National Trust Company

2003-SD-01-0002 \-- Trust Bank Charter for First National Wealth
Management

Company

2003-SD-12-0008 \-- Capital Application for Alteration of Terms of Trust
Preferred

Stock Issuance of First National Bank of Pennsylvania

> 2003-SD-12-0098 \-- Non-Cash Dividend Request for First National Bank
> of Pennsylvania

Dear Mr. Orie:

This is to inform you that on December 22, 2003, the Office of the
Comptroller of the Currency (OCC) approved or conditionally approved the
above-referenced applications. These applications are part of a plan by
F.N.B. Corporation ("FNBCorp") to divide into two public companies in
Pennsylvania and Florida. The OCC's conclusions on each of these
applications are detailed below.

Each of the approvals was granted based on a thorough review of all
information available, including commitments and representations made in
the application and the merger agreement and those of your
representatives. You represented that each of the transactions will
occur within short succession of each other, and on the same day. You
must complete all steps as detailed below and provide this office with
all documents requested and the effective date intended.

#### Summary of Transactions

On October 9, 2003, the First National Bank of Pennsylvania, Greenville,
Pennsylvania ("Bank"), filed several applications with the Office of the
Comptroller of the Currency ("OCC") for approval for various
transactions necessary to effectuate the plan by the Bank's holding
company, FNBCorp, to spin-off its Florida-based banking and business
operations to its shareholders. FNBCorp is a financial holding company
headquartered in Florida.[^1] It wholly owns the Bank, First National
Bank of Florida, Naples, Florida ("FNBFL"), and First National Trust
Company, Hermitage, Pennsylvania ("OldFNTC"), among other entities.
FNBCorp proposes to transfer all of its Florida operations through a
series of transactions to a newly formed subsidiary holding company,
First National Bankshares of Florida, Inc., Naples, Florida
("FCorp").[^2] Once all of the Florida operations have been transferred
to FCorp, FNBCorp will distribute all of the outstanding stock of FCorp
to FNBCorp's shareholders.[^3]

The Bank filed an Application with the OCC for approval for OldFNTC to
merge with and into the Bank, under the Bank's charter and title,
pursuant to 12 U.S.C. § 215a. The Bank is a national bank that has its
main office in Pennsylvania and branches in Ohio and Pennsylvania. It is
insured by the FDIC. OldFNTC is a limited purpose national trust bank
that has its main office in Pennsylvania. It has no branches and is not
insured by the FDIC.

The Bank also filed an Application with the OCC for approval for First
National Investment Services Company, Hermitage, Pennsylvania
("OldFNIS"), to merge with and into the Bank, under the Bank's charter
and title, pursuant to 12 U.S.C. § 215a-3. OldFNIS is currently a wholly
owned subsidiary of OldFNTC engaged in providing securities and
insurance brokerage services and investment advisory services to
customers through a third party networking arrangement. It is not
insured by the FDIC. At the moment of this merger, OldFNIS will be a
direct wholly owned subsidiary of the Bank.

The Bank filed another Application with the OCC for approval to organize
a limited purpose national trust company, First National Trust Company,
Hermitage, Pennsylvania ("NewFNTC"). NewFNTC's main office will be
located at the current main office of FNBCorp's existing national trust
bank in Hermitage, OldFNTC. The Bank will own 100 percent of the stock
of NewFNTC. NewFNTC will not be insured by the FDIC. Additionally, the
Bank filed an Application for approval to organize another limited
purpose national trust company, First National Wealth Management
Company, Naples, Florida ("FNWMC").[^4] The Bank will own 100 percent of
the stock of FNWMC. FNWMC will not be insured by the FDIC.[^5]

The Bank also filed applications to change the terms of existing
non-voting trust preferred stock and to distribute the stock of FNWMC to
FNBCorp as a non-cash dividend. Subsequently, FNBCorp will transfer the
stock of FNWMC to FCorp.

Affiliated Merger of First National Trust Company into First National
Bank of Pennsylvania

The OCC approved your proposal to merge First National Trust Company,
Hermitage, Pennsylvania into the Bank. We reviewed the proposed merger
transaction under the criteria of the Bank Merger Act (12 U.S.C. §
1828(c)), the Community Reinvestment Act (12 U.S.C. § 2901 et. seq.) and
applicable OCC regulations and policies. Our review considered the
financial and managerial resources of the banks, their future prospects,
the convenience and needs of the communities to be served, and whether
the proposed transactions would substantially lessen competition. In
addition, the Bank Merger Act requires the OCC to consider, "...the
effectiveness of any insured depository institution involved in the
proposed merger transaction in combating money laundering activities,
including in overseas branches." We considered these factors and found
them to be consistent with approval of the proposed merger transactions.

The OCC will issue a letter certifying consummation of the transaction
when we receive:

1\) A Secretary's Certificate for each institution, certifying that a
majority of the board of directors approved.

2\) An executed merger agreement with Articles of Association for the
resulting bank attached.

[Merger (215a-3) of First National Investment Services Company into
First National Bank of Pennsylvania]{.underline}

The OCC approved your proposal to merge First National Investment
Services Company into the Bank, pursuant to 12 U.S.C. §§ 215a-3 and
1828(c).

OldFNIS is not a bank and is wholly owned by the Bank. Therefore,
OldFNIS is a nonbank subsidiary of the Bank for purposes of section
215a-3. OldFNIS limits its activities to securities brokerage and
investment advisory and insurance agency activities that are permissible
for national banks. Therefore, the merger will not add any impermissible
powers for the Bank. OldFNIS and the Bank are both located in
Pennsylvania.[^6] Pennsylvania law authorizes Pennsylvania corporations
to merge with foreign corporations, including national banks, with the
foreign corporation as the surviving corporation.[^7] The Bank
represents that it and OldFNIS will comply with the requirements of
Pennsylvania law for the merger of a Pennsylvania corporation with a
foreign corporation. In addition, the proposed transaction raises no
supervisory or policy concerns. Accordingly, the merger of OldFNIS with
and into the Bank is authorized under section 215a-3.

#### Trust Bank Charter for First National Trust Company

The Office of the Comptroller of the Currency (OCC) has reviewed your
application to establish a new national trust bank, which will engage
solely in fiduciary activities, with the title of First National Trust
Company ("NewFNTC"). On December 22, 2003, the OCC granted preliminary
conditional approval of your charter application after a determination
that your proposal met certain regulatory and policy requirements.
Overall, the OCC determined that NewFNTC has a reasonable chance of
success and that it will be operated in a safe and sound manner. Your
request(s) to establish First National Investment Services and First
National Investment Advisors as operating subsidiaries of NewFNTC was
also approved. Our decision to grant preliminary conditional approval
was with the understanding that NewFNTC will apply for Federal Reserve
membership.

The OCC granted preliminary conditional approval only. Final approval
and authorization for NewFNTC to open will not be granted until all
preopening requirements are met. Until final approval is granted, the
OCC has the right to alter, suspend, or revoke this preliminary
conditional approval should the OCC deem any interim development to
warrant such action.

This preliminary conditional approval is subject to the following
condition(s):

1.  NewFNTC: (i) shall give the OCC Mid-Sized Bank Supervision Office at
    least sixty (60) days prior written notice of NewFNTC's intent to
    significantly deviate or change from its business plan or
    operations[^8] and (ii) shall obtain the OCC's written determination
    of no objection before NewFNTC engages in any significant deviation
    or change from its business plan or operations. The OCC may impose
    additional conditions it deems appropriate in a written
    determination of no objection to NewFNTC's notice.

2.  NewFNTC shall maintain at least \$2.5 million in Tier 1 capital at
    all times during 2004 and at least \$3 million during 2005 and
    thereafter. If NewFNTC fails to maintain these specified Tier 1
    capital levels, NewFNTC shall be deemed "undercapitalized," for
    purposes of 12 USC § 1831o and 12 CFR 6, and the OCC shall have the
    authority to take any action authorized under all provisions of 12
    USC § 1831o and 12 CFR 6 applicable to an undercapitalized national
    bank. For purposes of 12 USC § 1831o(e)(5), an action "necessary to
    carry out the purpose of this section" shall include restoration of
    NewFNTC's capital so that it is not "undercapitalized," and any
    other action deemed advisable by the OCC to address NewFNTC's
    capital deficiency or the safety and soundness of its operations

These conditions of approval are conditions "imposed in writing by the
agency in connection with the granting of any application or other
request" within the meaning of 12 U.S.C. § 1818. As such, the conditions
are enforceable under 12 U.S.C. § 1818.

The OCC is currently reviewing its capital and liquidity policy with
respect to national trust banks. Should there be a change in our policy
as a result of the review, we will advise you accordingly. In addition,
if NewFNTC's future assets under management increase significantly, or
if NewFNTC assumes additional risk, the OCC may conclude that increased
capital is required.

The OCC poses no objection to the following person(s) serving as
executive officer(s), directors, and/or organizers as proposed in the
application:

[Name]{.underline} [Title]{.underline}

Andrew Barnette Director

Arlene Nichols Director

Brian Sullivan Director

Kevin Hale Director

Michael Morris CEO and Director

The "Corporate Organization" booklet in the *Comptroller's Licensing
Manual* provides guidance for organizing your bank. The booklet is
located at the OCC\'s web site: [www.occ.treas.gov/corpbook/
group1/public/pdf/corporg.pdf](http://www.occ.treas.gov/corpbook/ group1/public/pdf/corporg.pdf)
. The booklet contains all of the steps you must take to receive your
charter.

As detailed in the booklet, you may establish the corporate existence of
and begin organizing NewFNTC. As a "body corporate" or legal entity, you
may begin taking those steps necessary for obtaining final approval.
NewFNTC may not engage in fiduciary activities until it fulfills all
requirements for a bank in organization and the OCC grants final
approval.

Enclosed are standard requirements and minimum policies and procedures
for new national banks. NewFNTC must meet the standard requirements
before it is allowed to commence business and the Board of Directors
must ensure that the applicable policies and procedures are established
and adopted before NewFNTC begins operation.

Under separate cover, the OCC will send to you an appropriate set of OCC
handbooks, manuals, issuances, and selected other publications. This
information does not include the Comptroller's Licensing Manual, which
is available only in electronic form at our web site:
<http://www.occ.treas.gov/corpapps/corpapplic.htm>.

#### Trust Bank Charter for First National Wealth Management Company 

OCC has reviewed your application to establish a new national trust
bank, which will engage solely in fiduciary activities, with the title
of First National Wealth Management Company ("FNWMC"). On December 22,
2003, the OCC granted preliminary conditional approval of your charter
application after a determination that your proposal met certain
regulatory and policy requirements. Overall, the OCC determined that
FNWMC has a reasonable chance of success and that it will be operated in
a safe and sound manner. Our decision to grant preliminary conditional
approval was with the understanding that FNWMC will apply for Federal
Reserve membership.

The OCC granted preliminary conditional approval only. Final approval
and authorization for FNWMC to open will not be granted until all
preopening requirements are met. Until final approval is granted, the
OCC has the right to alter, suspend, or revoke this preliminary
conditional approval should the OCC deem any interim development to
warrant such action.

This preliminary conditional approval is subject to the following
condition(s):

1.  FNWMC: (i) shall give FNWMC's Examiner in Charge at least sixty (60)
    days prior written notice of FNWMC's intent to significantly deviate
    or change from its business plan or operations[^9] and (ii) shall
    obtain the OCC's written determination of no objection before FNWMC
    engages in any significant deviation or change from its business
    plan or operations. The OCC may impose additional conditions it
    deems appropriate in a written determination of no objection to
    FNWMC's notice.

2.  FNWMC shall maintain at least \$1.7 million in Tier 1 capital at all
    times during 2004, at least \$2.5 million during 2005, and at least
    \$3 million during 2006 and thereafter. If the FNWMC fails to
    maintain these specified Tier 1 capital levels, FNWMC shall be
    deemed "undercapitalized," for purposes of 12 USC § 1831o and 12 CFR
    6, and the OCC shall have the authority to take any action
    authorized under all provisions of 12 USC § 1831o and 12 CFR 6
    applicable to an undercapitalized national bank. For purposes of 12
    USC § 1831o(e)(5), an action "necessary to carry out the purpose of
    this section" shall include restoration of FNWMC's capital so that
    it is not "undercapitalized," and any other action deemed advisable
    by the OCC to address FNWMC's capital deficiency or the safety and
    soundness of its operations.

3.  FNWMC shall within thirty days of the date of this letter enter into
    a "Capital Assurances and Liquidity Maintenance Agreement" with
    First National Bankshares of Florida, Inc. that is acceptable to the
    OCC.

These conditions of approval are conditions "imposed in writing by the
agency in connection with the granting of any application or other
request" within the meaning of 12 U.S.C. § 1818. As such, the conditions
are enforceable under 12 U.S.C. § 1818.

The OCC is currently reviewing its capital and liquidity policy with
respect to national trust banks. Should there be a change in our policy
as a result of the review, we will advise you accordingly. In addition,
if FNWMC's future assets under management increase significantly, or if
FNWMC assumes additional risk, the OCC may conclude that increased
capital is required.

The OCC poses no objection to the following person(s) serving as
executive officer(s), directors, and/or organizers as proposed in the
application:

[Name]{.underline} [Title]{.underline}

Archie Wallace Director

Colin Appleton Director

Henry Ekker Director

Ben Wiley Director William Strimbu Director

Earl Wah Director

Kim Craig CEO & President

Eastern Region

Paul Belfore CEO & President

Western Region

The "Corporate Organization" booklet in the *Comptroller's Licensing
Manual* provides guidance for organizing your bank. The booklet is
located at the OCC\'s web site: [www.occ.treas.gov/corpbook/
group1/public/pdf/corporg.pdf](http://www.occ.treas.gov/corpbook/ group1/public/pdf/corporg.pdf)
. The booklet contains all of the steps you must take to receive your
charter.

As detailed in the booklet, you may establish the corporate existence of
and begin organizing FNWMC. As a "body corporate" or legal entity, you
may begin taking those steps necessary for obtaining final approval.
FNWMC may not engage in fiduciary activities until it fulfills all
requirements for a bank in organization and the OCC grants final
approval.

Enclosed are standard requirements and minimum policies and procedures
for new national banks. FNWMC must meet the standard requirements before
it is allowed to commence business and the Board of Directors must
ensure that the applicable policies and procedures are established and
adopted before FNWMC begins operation.

Under separate cover, the OCC will send to you an appropriate set of OCC
handbooks, manuals, issuances, and selected other publications. This
information does not include the Comptroller's Licensing Manual, which
is available only in electronic form at our web site:
<http://www.occ.treas.gov/corpapps/corpapplic.htm>.

Capital Application for Alteration of Terms of Trust Preferred Stock
Issuance of First National Bank of Pennsylvania

The OCC approved the application by the Bank to alter the terms of its
currently outstanding trust preferred securities. The two changes that
will be made include exchanging non-voting preferred shares issued by
First National Financial Company, LLC to First National Management
Corporation for voting preferred shares, and converting subordinated
debt issued by the Bank to First National Financial Company, LLC into
the Bank voting preferred stock. The changes do not raise any
supervisory or policy concerns and will not affect the eligibility of
this stock for inclusion in the Bank's Tier 1 capital. You are requested
to advise the OCC when these changes have been completed.

[Non-Cash Dividend Request for First National Bank of
Pennsylvania]{.underline}

The OCC approved the Bank's in-kind dividend proposal, to pass the stock
of First National Wealth Management Company, valued at \$2,250,000 to
its parent FNBCorp, as outlined in your letters of December 9, 2003 and
December 19, 2003. This proposed transaction is consistent with
applicable law, regulations and OCC policy, raises no supervisory or
policy concerns, and will result in an adequate capital structure.

#### Conclusion

Please submit the required documentation for all of the above
applications to Karen Bryant, Licensing Manager, Southern District
Office, 500 North Akard Street, Suite 1600, Dallas, Texas 75201.

These approvals and preliminary conditional approvals and the activities
and communications by OCC employees in connection with the filing do not
constitute a contract, express or implied, or any other obligation
binding upon the OCC, the United States (U.S.), any agency or entity of
the U.S., or any officer or employee of the U.S., and do not affect the
ability of the OCC to exercise its supervisory, regulatory and
examination authorities under applicable law and regulations. The
foregoing may not be waived or modified by any employee or agent of the
OCC or the U.S.

If you have any questions with regard to this letter, please contact
John Stein, Senior Licensing Liaison, at 404-588-4550, or me at
202-874-5060.

Sincerely,

/s/ J. Greg Parvin

J. Greg Parvin

Senior Licensing Analyst/National Bank Examiner

Enclosures: Standard Requirements

Minimum Policies and Procedures

[^1]: FNBCorp currently offers various financial services and products
    through its national bank subsidiaries, finance company, trust
    company, insurance agency and securities brokerage services.
    FNBCorp's banks and other businesses operate in Pennsylvania, Ohio,
    Tennessee, and Florida.

[^2]: FNBCorp has made application to the Federal Reserve Bank of
    Atlanta to organize this subsidiary holding company and for FCorp to
    acquire FNBFL and to establish First National Wealth Management
    Company ("FNWMC"), Naples, Florida, a new national trust bank.

[^3]: The transactions that will effect the transfer of the Florida
    operations of FNBCorp to its shareholders include:

    F.N.B. Corporation, Hermitage, Pennsylvania ("FNBCorp") forms First
    National Bankshares of Florida, Inc., Naples, Florida ("FCorp") as a
    wholly owned subsidiary;

    First National Trust Company, Hermitage, Pennsylvania ("OldFNTC"),
    merges into the Bank. As a result of this merger, the operating
    subsidiaries of OldFNTC, First National Investment Services Company,
    Hermitage, Pennsylvania ("OldFNIS"), and F.N.B. Investment Advisors,
    Inc. ("Advisors"), become operating subsidiaries of the Bank;

    OldFNIS, now a subsidiary of the Bank, merges into the Bank;

    The Bank organizes two limited purpose national trust banks as
    subsidiaries, First National Trust Company, Hermitage, Pennsylvania
    ("NewFNTC"), and First National Wealth Management Company, Naples,
    Florida ("FNWMC");

    The Bank transfers the Pennsylvania trust operations formerly held
    by OldFNTC and OldFNIS and stock of Advisors to NewFNTC;

    NewFNTC organizes First National Investment Services Company,
    Hermitage, Pennsylvania ("NewFNIS"), as a wholly owned subsidiary
    and transfers to it the Pennsylvania annuity, insurance, investment
    advisory and related activities;

    The Bank transfers the Florida trust operations and investment
    services assets to FNWMC;

    The Bank distributes the stock of FNWMC to FNBCorp;

    The Bank purchases the membership interests of Customer Service
    Center of F.N.B., L.L.C. ("CSC") held by Regency Finance Company
    ("Regency"), an affiliate of the Bank. CSC performs data processing
    for the Bank and First National Bank of Florida, Naples, Florida
    ("FNBFL"). CSC wholly owns Infitech, Inc. ("Infitech"), a company
    which provides data processing to Sun Bank, Selinsgrove,
    Pennsylvania;

    CSC dissolves, distributing its Florida operations to FNBFL and its
    Pennsylvania operations, as well as its ownership of Infitech, to
    the Bank;

    FNBCorp distributes all of the stock of FNWMC and FNBFL to FCorp;
    and

    FNBCorp distributes all of the stock of FCorp to its shareholders.

    All of the above transactions will occur within a short period of
    time.

[^4]: The address of FNWMC will be 2150 Goodlette Road, Naples, Florida.

[^5]: The Community Reinvestment Act, 12 U.S.C. §§ 2901 -- 2907, will
    not be applicable to NewFNTC and FNWMC because the Act applies only
    to institutions insured by the FDIC.

[^6]: Notwithstanding, section 215a-3 authorizes mergers with any
    nonbank subsidiary or affiliate without regard to geographic
    location.

[^7]: Pennsylvania law treats federally chartered financial institutions
    as foreign business corporations. *See* 15 Pa. Cons. Stat. § 4101
    (2002). The Pennsylvania corporate merger statute, 15 Pa. Cons.
    Stat. § 1921(b), expressly provides that a Pennsylvania domestic
    business corporation may merge with a foreign business corporation
    provided the laws of the jurisdiction under which the foreign
    business corporation is incorporated authorize such a merger. For
    purposes of this merger transaction, Section 215a-3 provides the
    necessary authorization.

[^8]: If such deviation is the subject of an application filed with the
    OCC, no separate notice to the supervisory office is required.

[^9]: If such deviation is the subject of an application filed with the
    OCC, no separate notice to the supervisory office is required.