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EXECUTION COPY

SECURITIES PURCHASE AGREEMENT

by and between

THE UNITED STATES DEPARTMENT OF THE TREASURY

and

F.N.B. CORPORATION

Dated as of December 29, 2011
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Table of Contents

Page

I DEFINITIONS................................................................................................................2

1.01. Definitions of Certain Terms................................................................................2

1.02. Interpretation .......................................................................................................4

II ASSUMPTION OF OBLIGATIONS UNDER THE SPA................................................4

2.01. Assumption of Obligations under the SPA. ..........................................................4

III THE SECURITIES PURCHASE.....................................................................................4

3.01. Purchase and Sale of the Shares...........................................................................4

3.02. Closing of the Securities Purchase .......................................................................5

IV REPRESENTATIONS AND WARRANTIES.................................................................5

4.01. Representations and Warranties of the Company..................................................5

V COVENANTS.................................................................................................................6

5.01. Forbearances of the Seller....................................................................................6

5.02. Further Action .....................................................................................................6

5.03. Merger Agreement...............................................................................................7

5.04. Merger.................................................................................................................7

5.05. Remaining Certification and Disclosure Requirements.........................................7

VI CONDITIONS TO THE CLOSING. ...............................................................................7

6.01. Conditions to Each Party’s Obligations................................................................7

6.02. Condition to Obligations of the Seller ..................................................................7

VII TERMINATION. ............................................................................................................9

7.01. Termination Events..............................................................................................9

7.02. Effect of Termination...........................................................................................9

VIII MISCELLANEOUS........................................................................................................9

8.01. Waiver; Amendment............................................................................................9

8.02. Counterparts........................................................................................................9

8.03. Governing Law; Choice of Forum; Waiver of Jury Trial ....................................10

8.04. Expenses............................................................................................................10

8.05. Notices ..............................................................................................................10

8.06. Entire Understanding; No Third Party Beneficiaries...........................................11

8.07. Assignment........................................................................................................11

8.08. Severability........................................................................................................11
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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (as amended, supplemented or

otherwise modified from time to time, this “Agreement”) is dated as of December 29, 2011, by

and between the United States Department of the Treasury (the “Seller”) and F.N.B.

Corporation, a Florida corporation (the “Company”).

RECITALS

WHEREAS, pursuant to the Securities Purchase Agreement (the “SPA”) by and between

Parkvale Financial Corporation, a Pennsylvania corporation (“Parkvale”) and the Seller, dated

December 23, 2008, the Seller purchased and is currently the owner of and holds (i) 31,762

shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, of Parkvale (the “Parkvale

Shares”) and (ii) a Warrant to purchase 376,327 shares of common stock of Parkvale (and such

additional shares as may result from the antidilution adjustments set forth therein) issued by

Parkvale to the Seller on December 23, 2008 (the “Parkvale Warrant”);

WHEREAS, on June 15, 2011, the Company and Parkvale entered into an Agreement

and Plan of Merger (as amended, supplemented or otherwise modified from time to time in

accordance with the terms thereof and this Agreement, the “Merger Agreement”), pursuant to

which, among other things and subject to the terms and conditions set forth therein, (i) Parkvale

will be merged with and into the Company with the Company continuing as the surviving

corporation (the “Merger”), (ii) each Parkvale Share shall automatically be converted into and

shall thereafter represent the right to receive one share of the Company’s preferred stock

designated as Fixed Rate Cumulative Perpetual Preferred Stock, Series D, stated liquidation

amount $1,000 per share (each a “Share” and collectively, the “Shares”), and otherwise having

rights, privileges and voting powers, and limitations and restrictions that, taken as a whole, are

not materially less favorable than the rights, preferences, privileges and voting powers, and

limitations and restrictions of the Parkvale Shares immediately prior to such conversion, taken as

a whole and (iii) the Parkvale Warrant shall automatically be converted into a warrant to

purchase common stock of the Company as adjusted by the Exchange Ratio (as defined in the

Merger Agreement) in accordance with the terms of the Parkvale Warrant (the “Warrant”), and

the Company will assume such warrant subject to its terms;

WHEREAS, effective immediately prior to the closing of the Merger, the Company will

assume the due and punctual performance and observance of each and every covenant,

agreement and condition contained in the SPA to be performed and observed by Parkvale in

order to permit the consummation of the Merger under the SPA; and

WHEREAS, the Seller desires to sell to the Company, and the Company desires to

purchase from the Seller, on the first Business Day following the Merger, subject to the terms

and conditions contained in this Agreement, all of the Shares (the “Securities Purchase”).

NOW, THEREFORE, in consideration of the premises, and of the various

representations, warranties, covenants and other agreements and undertakings of the parties

hereto, and other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties hereby agree as follows:
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AGREEMENT

I DEFINITIONS.

1.01. Definitions of Certain Terms. For purposes of this Agreement, the following

terms are used with the meanings assigned below (such definitions to be equally applicable to

both the singular and plural forms of the terms herein defined):

“Affiliate” means, with respect to any person, any person directly or indirectly

controlling, controlled by or under common control with, such other person. For purposes of this

definition, “control” (including, with correlative meanings, the terms “controlled by” and “under

common control with”) when used with respect to any person, means the possession, directly or

indirectly, of the power to cause the direction of management and/or policies of such person,

whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the introductory paragraph of this agreement.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which

banking organizations in the State of Florida or the State of New York are required or authorized

by Law to be closed.

“Closing” has the meaning set forth in Section 3.02(A).

“Closing Date” has the meaning set forth in Section 3.02(A).

“Company” has the meaning set forth in the introductory paragraph to this Agreement.

“Company Material Adverse Effect” means a material adverse effect on the business,

results of operations or financial condition of the Company and its consolidated Subsidiaries

taken as a whole; provided, however, that Company Material Adverse Effect shall not be deemed

to include the effects of (i) changes after the date hereof in general business, economic or market

conditions (including changes generally in prevailing interest rates, credit availability and

liquidity, currency exchange rates and price levels or trading volumes in the United States or

foreign securities or credit markets), or any outbreak or escalation of hostilities, declared or

undeclared acts of war or terrorism, in each case generally affecting the industries in which the

Company and its Subsidiaries operate, (ii) changes or proposed changes after the date hereof in

United States generally accepted accounting principles or regulatory accounting requirements, or

authoritative interpretations thereof, (iii) changes or proposed changes after date hereof in

securities, banking and other Laws of general applicability or related policies or interpretations

of Governmental Entities (in the case of each of these clauses (i), (ii) and (iii), other than changes

or occurrences to the extent that such changes or occurrences have or would reasonably be

expected to have a materially disproportionate adverse effect on the Company and its

consolidated Subsidiaries taken as a whole relative to comparable United States banking or

financial services organizations), or (iv) changes in the market price or trading volume of the

Common Stock or any other equity, equity-related or debt securities of the Company or its

consolidated Subsidiaries (it being understood and agreed that the exception set forth in this
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clause (iv) does not apply to the underlying reason giving rise to or contributing to any such

change).

“Compensation Regulations” means any guidance, rule or regulation, as the same shall be

in effect from time to time, promulgated pursuant to or implementing Section 111 of the

Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and

Reinvestment Act of 2009, or otherwise from time to time.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Governmental Entity” means any court, administrative agency or commission or other

governmental or regulatory authority or instrumentality or self-regulatory organization.

“Law” means any law, statute, code, ordinance, rule, regulation, judgment, order, award,

writ, decree or injunction issued, promulgated or entered into by or with any Governmental

Entity.

“Liens” means any liens, licenses, pledges, charges, encumbrances, adverse rights or

claims or security interests whatsoever.

“Merger” has the meaning set forth in the recitals to this Agreement.

“Merger Agreement” has the meaning set forth in the recitals to this Agreement.

“Parkvale” has the meaning set forth in the recitals to this Agreement.

“Parkvale Shares” has the meaning set forth in the recitals to this Agreement.

“Parkvale Warrant” has the meaning set forth in the recitals to this Agreement.

“Purchase Price” has the meaning set forth in Section 3.01.

“Regulatory Event” means, with respect to the Company, that (i) the Federal Deposit

Insurance Corporation or any other governmental authority shall be appointed as conservator or

receiver for the Company; (ii) the Company shall have been considered in “troubled condition”

for the purposes of 12 U.S.C. Sec. 1831i or any regulation promulgated thereunder; (iii) the

Company shall qualify as “Undercapitalized,” “Significantly Undercapitalized,” or “Critically

Undercapitalized” as those terms are defined in 12 C.F.R. Sec. 208.43; or (iv) the Company shall

have become subject to any formal or informal regulatory action requiring the Company to

materially improve its capital, liquidity or safety and soundness.

“Relevant Period” means the period in which any obligation of the Company arising from

financial assistance under the Troubled Asset Relief Program remains outstanding, as it may be

further described in the Compensation Regulations.

“Securities Purchase” has the meaning set forth in the recitals in this Agreement.

“Seller” has the meaning set forth in the introductory paragraph to this Agreement.
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“Shares” has the meaning set forth in the recitals to this Agreement.

“SPA” has the meaning set forth in the recitals to this Agreement.

“Subsidiary” means, with respect to any person, any bank, corporation, partnership, joint

venture, limited liability company or other organization, whether incorporated or unincorporated,

(i) of which such person or a subsidiary of such person is a general partner or managing member

or (ii) at least a majority of the securities or other interests of which having by their terms

ordinary voting power to elect a majority of the board of directors or persons performing similar

functions with respect to such entity is directly or indirectly owned by such person and/or one or

more subsidiaries thereof.

“Warrant” has the meaning set forth in the recitals to this Agreement.

1.02. Interpretation. The words “hereof,” “herein” and “hereunder” and words of

similar import when used in this Agreement shall refer to this Agreement as a whole and not to

any particular provision of this Agreement, and Section references are to this Agreement unless

otherwise specified. Whenever the words “include,” “includes” or “including” are used in this

Agreement, they shall be deemed to be followed by the words “without limitation.” The term

“person” as used in this Agreement shall mean any individual, corporation, limited liability

company, limited or general partnership, joint venture, government or any agency or political

subdivision thereof, or any other entity or any group (as defined in Section 13(d)(3) of the

Exchange Act) comprised of two or more of the foregoing. The table of contents and headings

contained in this Agreement are for reference purposes only and shall not affect in any way the

meaning or interpretation of this Agreement. In this Agreement, all references to “dollars” or

“$” are to United States dollars. This Agreement and any documents or instruments delivered

pursuant hereto or in connection herewith shall be construed without regard to the identity of the

person who drafted the various provisions of the same. Each and every provision of this

Agreement and such other documents and instruments shall be construed as though all of the

parties participated equally in the drafting of the same. Consequently, the parties acknowledge

and agree that any rule of construction that a document is to be construed against the drafting

party shall not be applicable either to this Agreement or such other documents and instruments.

II ASSUMPTION OF OBLIGATIONS UNDER THE SPA

2.01. Assumption of Obligations under the SPA. The Company hereby assumes the

due and punctual performance and observance of each and every covenant, agreement and

condition contained in the SPA to be performed and observed by Parkvale (including delivery of

all documents, certificates and instruments as required by the Seller in connection therewith),

effective immediately prior to the closing of the Merger.

III THE SECURITIES PURCHASE.

3.01. Purchase and Sale of the Shares. Subject to, and on the terms and conditions of,

this Agreement, effective at the Closing, the Company will purchase from the Seller, and the

Seller will sell, transfer, convey, assign and deliver to the Company, all of the Shares, free and

clear of all Liens. The aggregate purchase price for the Shares shall be an amount in cash equal
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to the sum of (a) $31,762,000 and (b) the accrued and unpaid dividends on the Parkvale Shares

as of immediately prior to the closing of the Merger and (c) the accrued and unpaid dividends on

the Shares as of the Closing Date (the “Purchase Price”).

3.02. Closing of the Securities Purchase.

(A) Subject to Article V, the closing of the Securities Purchase (the “Closing”)

shall be held (1) on the first Business Day following the closing of the Merger or (2) at

such other time or date that is agreed to in writing by the Seller and the Company (the

date on which the Closing occurs, the “Closing Date”). The Closing shall be held at such

other place as the Seller and the Company shall mutually agree in writing.

(B) At the Closing, or simultaneously therewith, the following shall occur:

(1) the Seller will deliver to the Company certificates for the Parkvale

Shares and the Parkvale Warrant, duly endorsed in blank or accompanied by stock

powers duly endorsed in blank or other required instruments of transfer;

(2) the Company will pay the aggregate Purchase Price to the Seller,

by wire transfer in immediately available funds, to an account designated in

writing by the Seller to the Company, such designation to be made not later than

two Business Days prior to the Closing Date;

(3) the Company will deliver to the Seller a certificate representing the

Warrant; and

(4) the Company will deliver to the Seller all documents, certificates

and instruments as required by the Seller in connection with the assumption of

obligations under the SPA pursuant to Section 2.01.

IV REPRESENTATIONS AND WARRANTIES.

4.01. Representations and Warranties of the Company. The Company hereby

represents and warrants to the Seller as follows:

(A) Existence and Power. The Company is duly organized and validly

existing as a corporation under the Laws of the State of Florida and has all requisite

power and authority to execute and deliver this Agreement and to consummate the

transactions contemplated by this Agreement.

(B) Authorization. The execution and delivery of this Agreement, and the

consummation by the Company of the transactions contemplated hereby, have been duly

and validly approved by all necessary corporate action of the Company, and no other

corporate or shareholder proceedings on the part of the Company are necessary to

approve this Agreement or to consummate the transactions contemplated hereby. This

Agreement has been duly and validly executed and delivered by the Company, and

(assuming the due authorization, execution and delivery of this Agreement by the Seller)

this Agreement constitutes a valid and binding obligation of the Company, enforceable
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against the Company in accordance with its terms, except as enforcement may be limited

by general principles of equity whether applied in a court of law or a court of equity and

by bankruptcy, insolvency and similar Laws affecting creditors’ rights and remedies

generally.

(C) Non-Contravention. Neither the execution and delivery of this Agreement

nor the consummation by the Company of the transactions contemplated hereby, will

violate any provision of the charter or bylaws or similar governing documents of the

Company or, assuming that the consents, approvals, filings and registrations referred to in

Section 4.01(D) are received or made (as applicable), applicable Law.

(D) Consents and Approvals. Except for any consents, approvals, filings or

registrations required in connection with the consummation of the Merger, no consents or

approvals of, or filings or registrations with, any Governmental Entity or of or with any

other third party by and on behalf of the Company are necessary in connection with the

execution and delivery by the Company of this Agreement and the consummation by the

Company of the transactions contemplated hereby.

(E) Securities Matters. The Shares are being acquired by the Company for its

own account and without a view to the public distribution or sale of the Shares.

(F) Availability of Funds. The Company has, and will have as of the Closing,

sufficient funds available to consummate the transactions contemplated hereunder.

V COVENANTS.

5.01. Forbearances of the Seller. From the date hereof until the Closing, without the

prior written consent of the Company, the Seller will not:

(A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge,

hypothecate, mortgage, encumber or otherwise dispose of, or engage in or enter into any

hedging transactions with respect to, any of the Parkvale Shares or the Shares or any

portion thereof or interest therein (other than pursuant to the Securities Purchase); or

(B) agree, commit to or enter into any agreement to take any of the actions

referred to in Section 5.01(A).

Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in

Section 5.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such

Affiliate in accordance with Section 8.07 of this Agreement. For the avoidance of doubt, until

the Closing, except as expressly set forth in this Section 5.01, the Seller shall continue to be able

to exercise all rights and privileges with respect to the Parkvale Shares and the Shares.

5.02. Further Action. The Seller and the Company (A) shall each execute and deliver,

or shall cause to be executed and delivered, such documents and other instruments and shall take,

or shall cause to be taken, such further action as may be reasonably necessary to carry out the

provisions of this Agreement and give effect to the transactions contemplated by this Agreement
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and (B) shall refrain from taking any actions that could reasonably be expected to impair, delay

or impede the Closing or the consummation of the transactions contemplated by this Agreement.

5.03. Merger Agreement. The Company will not agree to any amendment, waiver or

modification of the Merger Agreement (other than corrections of obvious errors, if any, or other

ministerial amendments) without the prior written consent of the Seller (such consent not to be

unreasonably withheld).

5.04. Merger. The Company shall (i) keep the Seller reasonably apprised of its progress

in obtaining necessary approvals for the Merger, (ii) deliver to the Seller copies of any written

notices delivered to or by the Company under the Merger Agreement to the extent such notices

relate to such approvals, the failure to obtain any such approvals or the termination of the Merger

Agreement; and (iii) provide at least seven (7) days'prior written notice of the Closing Date to the

Seller. The Company shall give the Seller prompt written notice of the approval of the Merger by

the holders of the Company’s common stock.

5.05. Remaining Certification and Disclosure Requirements. The Company

acknowledges and agrees to comply with the certification and disclosure requirements set forth

in the Compensation Regulations, including without limitation those submissions that are

required with respect to the final portion of the Relevant Period (see, for example, Sections

30.7(c) and (d), Sections 30.11(b) and (c) and Section 30.15(a)(3) of the Compensation

Regulations and FAQ-14 in the Frequently Asked Questions to the Compensation Regulations,

available at www.financialstability.gov).

VI CONDITIONS TO THE CLOSING.

6.01. Conditions to Each Party’s Obligations. The respective obligations of each of the

Company and the Seller to consummate the Securities Purchase are subject to the fulfillment, or

written waiver by the Company and the Seller, prior to the Closing, of each of the following

conditions:

(A) Regulatory Approvals. All regulatory approvals required to consummate

the Securities Purchase shall have been obtained and shall remain in full force and effect

and all statutory waiting periods in respect thereof shall have expired or been terminated.

(B) No Injunctions or Restraints; Illegality. No order, injunction or decree

issued by any court or agency of competent jurisdiction or other legal restraint or

prohibition preventing the consummation of the Securities Purchase shall be in effect.

No Law shall have been enacted, entered, promulgated or enforced by any Governmental

Entity which prohibits or makes illegal the consummation of the Securities Purchase.

6.02. Condition to Obligations of the Seller. The obligation of the Seller to

consummate the Securities Purchase is also subject to the fulfillment, or written waiver by the

Seller, prior to the Closing, of the following conditions:

(A) Other Events. None of the following shall have occurred:
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(1) the Company or any of its Subsidiaries shall have (a) dissolved

(other than pursuant to a consolidation, amalgamation or merger); (b) become

insolvent or unable to pay its debts or failed or admitted in writing its inability

generally to pay its debts as they become due; (c) made a general assignment,

arrangement or composition with or for the benefit of its creditors; (d) instituted

or have instituted against it a proceeding seeking a judgment of insolvency or

bankruptcy or any other relief under any bankruptcy or insolvency Law or other

similar Law affecting creditors’ rights, or a petition shall have been presented for

its winding-up or liquidation, and, in the case of any such proceeding or petition

instituted or presented against it, such proceeding or petition shall have resulted in

a judgment of insolvency or bankruptcy or the entry of an order for relief or the

making of an order for its winding-up or liquidation; (e) had a resolution passed

for its winding-up, official management or liquidation (other than pursuant to a

consolidation, amalgamation or merger); (f) sought or shall have become subject

to the appointment of an administrator, provisional liquidator, conservator,

receiver, trustee, custodian or other similar official for it or for all or substantially

all its assets; (g) had a secured party take possession of all or substantially all its

assets or had a distress, execution, attachment, sequestration or other legal process

levied, enforced or sued on or against all or substantially all its assets; (h) caused

or shall have been subject to any event with respect to it which, under the

applicable Laws of any jurisdiction, had an analogous effect to any of the events

specified in clauses (a) to (g) (inclusive); or (i) taken any action in furtherance of,

or indicating its consent to, approval of, or acquiescence in, any of the foregoing

acts;

(2) a Governmental Entity in any jurisdiction shall have (a)

commenced an action or proceeding against the Company or any of its

Subsidiaries; or (b) issued or entered a temporary restraining order, preliminary or

permanent injunction or other order applicable to the Company or any of its

Subsidiaries, which in the case of (a) and (b) shall have had or shall be reasonably

expected to have a Company Material Adverse Effect;

(3) any fact, circumstance, event, change, occurrence, condition or

development shall have occurred that, individually or in the aggregate, shall have

had or shall be reasonably likely to have a Company Material Adverse Effect; or

(4) any Regulatory Event not otherwise existing on the date hereof.

(B) Representations and Warranties. The representations and warranties set

forth in Article III of this Agreement shall be true and correct as though made on and as

of the Closing Date.

(C) Performance Obligations. The Company shall have performed in all

material respects all obligations required to be performed by it under this Agreement at or

prior to the Closing.
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(D) Closing Certificate. The Company shall deliver to the Seller a certificate

signed on behalf of the Company by a senior executive officer certifying to the effect that

all conditions precedent to Closing have been satisfied.

VII TERMINATION.

7.01. Termination Events. This Agreement may be terminated at any time prior to the

Closing:

(A) by mutual written agreement of the Company and the Seller; or

(B) by the Company, upon written notice to the Seller, or by the Seller, upon

written notice to the Company, in the event that the Closing Date does not occur on or

before January 4, 2012; provided, however, that the respective rights to terminate this

Agreement pursuant to this Section 7.01(B) shall not be available to any party whose

failure to fulfill any obligation under this Agreement shall have been the cause of, or shall

have resulted in, the failure of the Closing Date to occur on or prior to such date.

This Agreement shall automatically terminate upon the termination of the Merger

Agreement in accordance with its terms.

7.02. Effect of Termination. In the event of termination of this Agreement as provided

in Section 7.01, this Agreement shall forthwith become void and have no effect, and none of the

Seller, the Company, any affiliates of the Company or any officers or directors of the Company

or any of its affiliates shall have any liability of any nature whatsoever hereunder, or in

connection with the transactions contemplated hereby, except that (i) this Section 7.02 and

Sections 8.03, 8.04, 8.05 and 8.06 shall survive any termination of this Agreement and (ii)

Section 2.01 shall survive any termination of this Agreement except pursuant to termination of

the Merger Agreement.

VIII MISCELLANEOUS.

8.01. Waiver; Amendment.

Any provision of this Agreement may be (A) waived in writing by the party

benefiting by the provision, or (B) amended or modified at any time by an agreement in writing

signed by each of the parties hereto. Neither any failure nor any delay by any party in exercising

any right, power or privilege under this Agreement or any of the documents referred to in this

Agreement will operate as a waiver of such right, power or privilege, and no single or partial

exercise of any such right, power or privilege will preclude any other or further exercise of such

right, power or privilege.

8.02. Counterparts. This Agreement may be executed by facsimile or other electronic

means and in counterparts, all of which shall be considered an original and one and the same

agreement and shall become effective when counterparts have been signed by each of the parties

and delivered to the other parties, it being understood that all parties need not sign the same

counterpart.
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8.03. Governing Law; Choice of Forum; Waiver of Jury Trial. 

(A) This Agreement and any claim, controversy or dispute arising under or 

related to this Agreement, the relationship of the parties, and/or the interpretation and 

enforcement of the rights and duties of the parties shall be enforced, governed, and 

construed in all respects (whether in contract or in tort) in accordance with the federal 

law of the United States if and to the extent such law is applicable, and otherwise in 

accordance with the laws of the State of New York applicable to contracts made and to be 

performed entirely within such State. Each of the parties hereto agrees (a) to submit to 

the exclusive jurisdictions and venue of the United States District Court of the District of 

Columbia and the United States Court of Federal Claims for any and all civil actions, 

suits or proceedings arising out of or relating to this Agreement or the transactions 

contemplated hereby, and (b) that notice may be served upon (i) the Company at the 

address and in the manner set forth for notices to the Company in Section 8.05 and (ii) 

the Seller at the address and in the manner set forth for notices to the Seller in Section 

8.05, but otherwise in accordance with federal law. 

(B) To the extent permitted by applicable Law, each of the parties hereto 

hereby unconditionally waives trial by jury in any civil legal action or proceeding 

relating to this Agreement or the transactions contemplated hereby. 

8.04. Expenses. If requested by the Seller, the Company shall pay all reasonable out of 

pocket and documented costs and expenses associated with this Agreement and the transactions 

contemplated by this Agreement, including, but not limited to, the reasonable fees, 

disbursements and other charges of the Sellers’s legal counsel and financial advisors. 

8.05. Notices. All notices and other communications hereunder shall be in writing and 

shall be deemed given on the date of delivery if delivered personally or telecopied (upon 

telephonic confirmation of receipt), on the first Business Day following the date of dispatch if 

delivered by a recognized next day courier service, or on the third Business Day following the 

date of mailing if delivered by registered or certified mail, return receipt requested, postage 

prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other 

instructions as may be designated in writing by the party to receive such notice: 

If to the Company to: 

F.N.B. Corporation 

One F.N.B. Boulevard 

Hermitage, PA 16148 

Facsimile: 

With a copy to: 
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Reed Smith LLP 

Reed Smith Centre 

225 Fifth Avenue 

Pittsburgh, PA 15222 

Facsimile: 

If to the Seller to: 

United States Department of the Treasury 

1500 Pennsylvania Avenue, NW 

Washington, D.C. 20220 

Facsimile: 

With a copy to: 

Paul, Weiss, Rifkind, Wharton & Garrison LLP 

1285 Avenue of the Americas 

New York, NY 10019-6064 

Facsimile: 

8.06. Entire Understanding; No Third Party Beneficiaries. This Agreement (together 

with the documents, agreements and instruments referred to herein) represents the entire 

understanding of the parties with respect to the subject matter hereof and supersedes any and all 

other oral or written agreements heretofore made with respect to the subject matter hereof. 

Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other 

than the parties hereto, any rights or remedies hereunder. 

8.07. Assignment. Neither this Agreement nor any right, remedy, obligation or liability 

arising hereunder or by reason hereof shall be assignable by any party hereto without the prior 

written consent of the other party, and any attempt to assign any right, remedy, obligation or 

liability hereunder without such consent shall be null and void; provided, however, that the Seller 

may assign this Agreement to an Affiliate of the Seller. If the Seller assigns this Agreement to 

an Affiliate, the Seller shall be relieved of its obligations and liabilities under this Agreement but 

(i) all rights, remedies, obligations and liabilities of the Seller hereunder shall continue and be 

enforceable by and against and assumed by such Affiliate, (ii) the Company’s obligations and 

liabilities hereunder shall continue to be outstanding and (iii) all references to the Seller herein 

shall be deemed to be references to such Affiliate. The Seller will give the Company notice of 

any such assignment; provided, that the failure to provide such notice shall not void any such 

assignment. 

8.08. Severability. Any term or provision of this Agreement which is determined by a 

court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction shall, as 

to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without 
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rendering invalid, illegal or unenforceable the remaining terms and provisions of this Agreement.

or affecting the validity, legality or enforceability of any of the terms or provisions of this

Agreement in any other jurisdiction, and if any provision of this Agreement is determined to be

so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is

enforceable, in all cases so long as neither the economic nor legal substance of the transactions

contemplated hereby is affected in any manner materially adverse to any party or its

shareholders. Upon any such determination, the parties shall negotiate in good faith in an effort

to agree upon a suitable and equitable substitute provision to effect the original intent of the

parties.

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