exv10w1






Exhibit 10.1




EMPLOYMENT AGREEMENT



THIS EMPLOYMENT AGREEMENT, entered into as of this 22nd day of December, 2009, by and between:




TIMOTHY G. RUBRITZ

(the “Officer”),




and




FIRST NATIONAL BANK OF PENNSYLVANIA

(the “Company”),



WITNESSETH THAT:



WHEREAS, Company desires to obtain the services of Officer; and



WHEREAS, Officer desires to become employed by Company; and



WHEREAS, Company desires to set forth the terms of the employment of the Officer; and



WHEREAS, the Officer is willing to commit himself to serving the Company on the terms and
conditions provided in this Agreement.



NOW, THEREFORE, in consideration of the promises and covenants herein contained, and intending to
be legally bound, the parties hereto agree as follows:




SECTION 1 Recitals.




The foregoing recitals are incorporated by reference as if fully set forth herein.




SECTION 2 Term of Agreement.





	(a)	 	Initial Term. The term of employment of the Officer under this Agreement shall be,
initially, a two (2) year term commencing on the date of execution (the “Commencement Date”)
and ending on the second anniversary of the Commencement Date (the “Termination Date”). Said
term shall be subject to automatic extension by operation of the provisions of Section 2(b)
hereof.






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	 	(b)	 	Renewal Extension Term. On the first anniversary of the Commencement Date and
on each succeeding anniversary date thereafter (“Renewal Commencement Date”), the term of
employment of the Officer under this Agreement shall be automatically extended for one (1)
additional year, thereby extending the contract to the second anniversary of the Renewal
Commencement Date, unless either party shall have elected to fix the expiration date of the
Officer’s term of employment.
	 
	 	(c)	 	Termination of Automatic Renewal.






	 	(1)	 	Each of the parties shall have the right to terminate the automatic renewal by
written notice 60 days prior to the Renewal Commencement Date and thereby fix the
expiration of the term of the Agreement under this Section;
	 
	 	(2)	 	If either party provides a notice of termination of automatic renewal to
the other, the term of the Agreement of the Officer under this Section shall continue
until the later of:






	 	(a)	 	the Termination Date of the Initial Term as described in
Section 2(a) herein; or
	 
	 	(b)	 	the anniversary as determined by the Renewal Commencement Date
as described in Section 2(b) herein.






	 	(3)	 	Said term shall not continue after December 31st of the year in
which the Officer turns 65, whether or not such notice shall have been given in such
year.






	 	(d)	 	Examples of Operation of this Section. The following are offered merely by way
of illustration, and strictly for purposes of providing examples of the operation of Section
2(a) (Initial Term) and (b) (Renewal Extension Term) of this Agreement:
	 
	 	 	 	Example of Initial Term: In the event the Commencement Date is December 15, 2009,
the Initial Term is December 15, 2009, to December 14, 2011;
	 
	 	 	 	Example of Renewal Extension Term: The Renewal Extension Term of this Agreement
will automatically renew for an additional one (1) year term on December 15, 2010, and on
each December 15th thereafter for an additional one (1) year term; therefore, on
December 15, 2010, the Renewal Extension Term runs from December 15, 2010 to December 14,
2012; and






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	 	 	 	Example of Non-Renewal: In the event written notice of non-renewal is provided to
the employee prior to October 15, 2010 (or any October 15th thereafter), the
term of this Agreement will end on December 14, 2011 (or any December 14th
thereafter).




SECTION 3 Compensation.




In consideration for services rendered to the Company under this Agreement, the Company shall pay
and provide to the Officer the following compensation and benefits:





	 	(a)	 	Salary. The Company shall pay Officer an annual minimum base salary of
$165,000 to be paid in accordance with the Company’s normal payroll practice to be
adjusted from time to time to reflect such merit increases as the Company may determine
are appropriate.
	 
	 	(b)	 	Participation in Performance and Incentive Compensation and Bonus Plans. At
the discretion of the Compensation Committee of F.N.B. Corporation, the Officer shall
be entitled to participate in incentive compensation and such other bonus plans
comparable to those given to similarly-positioned officers of the Company or its
present or future subsidiaries or affiliates only during the term of Officer’s
employment with the Company. The Company will pay any bonus under such plans within
the period ending on the 15th day of the third month following the end of
the Corporation’s fiscal year, but in no event after the close of the fiscal year
following the year the Officer earns the bonus.
	 
	 	(c)	 	Fringe Benefits. The Officer shall be entitled to vacations, retirement
benefits and other fringe benefits, including but not limited to group life, disability
and health insurance coverages comparable with those furnished to similarly positioned
officers of the Company and consistent with the prevailing compensation policies and
practices of the Company (now and in the future) as they may change from time to time,
with respect to similarly-positioned officers of the Company or its present or future
subsidiaries or affiliates.




SECTION 4 Resignation.




If the Officer voluntarily resigns as an officer or employee of the Company or its significant
present or future subsidiaries or affiliates, the Officer shall no longer be considered an employee
for any purpose and the Officer shall not be entitled to any separation pay, compensation, or
benefits after the effective date of the Officer’s
resignation. Notwithstanding the foregoing, nothing contained herein shall affect the Officer’s
vested rights, if any.





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SECTION 5 Death.



If the Officer dies during Officer’s employment with Company, the Officer’s heirs and estate are
not entitled to any Separation Pay under the terms of this Agreement.




SECTION 6 Disability.





	 	(a)	 	The term of employment of the Officer under this Agreement may be terminated at
the election of the Company upon a determination by the Board of Directors of the
Company, in its sole discretion, that the Officer will be unable by reason of physical
or mental incapacity to perform the reasonably-expected duties assigned to him pursuant
to this Agreement for a period longer than six consecutive months or more than nine
months in any consecutive twelve-month period;
	 
	 	(b)	 	The Board of Directors shall give due consideration to such factors as it deems
appropriate to the best interests of the Company, including, but not limited to,
the opinion of the Officer’s personal physician or physicians and the opinion
of any physician or physicians selected by the Board of Directors for these
purposes;
	 
	 	(c)	 	The Officer shall submit to examination by any physician(s) so selected by the
Board of Directors, and shall otherwise cooperate with the Board of Directors
in making its determination contemplated hereunder (such cooperation to include,
without limitation, consenting to the release of information by any such
physician(s) to the Company);
	 
	 	(d)	 	In the event of such termination, the Company shall thereupon be relieved of
its obligations to pay compensation and benefits under Section 3 hereof (except
for accrued and unpaid items) but shall be obligated to pay or provide to the
Officer all rights and benefits available under the Company’s officer disability
policy.





SECTION 7 Termination for Proper Cause.





	 	(a)	 	The occurrence of any of the following events or circumstances shall constitute
“Proper Cause” for termination, at the election of the Board of Directors of the
Company, of the employment of the Officer under this Agreement:






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	 	(1)	 	the perpetration of defalcations by the Officer involving the Company or
any of its present or future subsidiaries or affiliates, or willful, reckless
or grossly negligent conduct of the Officer entailing a substantial violation
of any material provision of the laws, rules, regulations or orders of any
governmental agency applicable to the Company or its subsidiaries and
affiliates;
	 
	 	(2)	 	the repeated and deliberate failure by the Officer, after
advance written notice, to comply with reasonable policies or directives of the
Board of Directors, President, any executive officer or the Officer’s immediate
supervisor; or
	 
	 	(3)	 	the Officer shall breach this Agreement in any other material
respect.






	 	(b)	 	If Company terminates the Officer for Proper Cause, the Officer shall not be an
employee nor shall the Officer be entitled to any separation pay, compensation, or
benefits after the effective date of the Officer’s termination. Notwithstanding the
foregoing, nothing contained herein shall affect the Officer’s vested rights, if any.





SECTION 8 Termination Without Cause.





	 	(a)	 	Separation Pay. Company may terminate this Agreement at any time whether or
not such termination constitutes “Proper Cause” as defined in Section 7 hereof. In the
event Company terminates this Agreement without Proper Cause as defined in Section 7
hereof:






	 	(1)	 	The Officer shall not be considered an employee after the
effective date of the termination.
	 
	 	(2)	 	Company shall pay to Officer an amount equal to two (2) times
Officer’s annual salary at the time of termination (“Separation Pay”).
	 
	 	(3)	 	Company shall pay the Officer the Separation Pay over a period
of twenty-four (24) months in equal installments less all withholdings required
by law and authorized deductions, at intervals consistent with Company payroll
practices.
	 
	 	(4)	 	Officer will not be entitled to receive any benefits or bonuses
described in Section 3(b) and (c) hereof.






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	 	(5)	 	Officer will be entitled to receive such Separation Pay only if the
Officer executes and does not revoke a Release of all claims and liabilities in
form prescribed by Company, which Release Company will deliver to Officer not
later than thirty (30) days after Officer’s last date of employment.
	 
	 	(6)	 	Following termination without cause, Officer is entitled to
elect insurance coverage under the Consolidated Omnibus Budget Reconciliation
Act (COBRA) for a period of up to eighteen (18) months following officers
termination, and Company shall be obligated to pay on behalf of Officer the
monthly premium cost for Officer’s health/medical coverage under COBRA, less
the same contribution as required by employee’s group life and health insurance
coverages pursuant to the prevailing policies and practices of the Company (now
and in the future) with respect to similarly positioned officers of the Company
or its present or future subsidiaries or affiliates.
	 
	 	(7)	 	Nothing herein shall restrict the Officer’s vested rights, if
any, pursuant to any of Company’s retirement, incentive compensation, or any
similar plans, whether qualified or non-qualified. Notwithstanding the Officer
receiving any payments under the terms of this Section, on the date of the
Officer’s termination, all vesting, for purposes of any such plans, shall
cease.






	 	(b)	 	Suspension of Separation Pay. Without limitation of the Company’s rights and
remedies under this Agreement or as otherwise provided by law or in equity, it is
understood and agreed between the parties that the right of the Officer to receive and
retain any payments otherwise due under this Agreement shall be suspended and canceled
if and for so long as Officer shall be in violation of this Agreement. If and when the
Officer shall have cured such violation within twenty (20) days of receipt of written
notice from Company and shall have tendered to the Company any and all economic
benefits directly or indirectly received or receivable by the Officer arising
therefrom, the Officer’s right to receive payments under this Agreement shall be
automatically reinstated but only for the remainder of the period during which such
payments are due him or her.






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	 	(c)	 	Termination of Separation Pay. Notwithstanding the foregoing or any other
provision of this Agreement, the Officer shall not be entitled to any further
separation payments and the separation pay period shall end upon the occurrence of
any of the following:






	 	(1)	 	Officer files a claim, suit or submits any matter to
arbitration in violation of the Release executed in connection with Section
8(a)(5) hereof.
	 
	 	(2)	 	Officer violates any term or condition of this Agreement,
including, but not limited to, the Non-Competition, Non-Solicitation and
Confidentiality provisions of this Agreement.
	 
	 	(3)	 	Officer’s misappropriates any trade secrets.
	 
	 	(4)	 	Company learns that the Officer committed a material breach of
the Agreement during the terms of this Agreement.






	 	(d)	 	Reduction of Separation Pay. Officer’s separation pay and COBRA reimbursement
shall be reduced by an amount equal to the amount Officer is receiving from any other
employment, including self-employment after the initial twelve (12) months of
Separation Pay, which will not be adjusted.





SECTION 9 Change of Control.



A Change of Control (“Change of Control”) shall be defined as any merger or consolidation of F.N.B.
Corporation with another corporation, and as a result of such merger or consolidation, the
shareholders of F.N.B. Corporation as of the day preceding such transaction will own less than
fifty-one percent (51%) of the outstanding voting securities of the surviving corporation, or in
the event that there is (in a single transaction or series of related transactions) a sale or
exchange of eighty percent (80%) or more of the Common Stock of F.N.B. Corporation for securities
of another entity in which shareholders of F.N.B. Corporation will own less than fifty-one percent
(51%) of such entity’s outstanding voting securities, or in the event of the sale by F.N.B.
Corporation of a substantial portion of its assets (including the capital stock F.N.B. Corporation
owns in its subsidiaries) to an unrelated third party.




SECTION 10 Termination after Change of Control.



If Company terminates Employee without Proper Cause within twelve months of an event constituting a
Change of Control, and if the Officer shall duly have complied
with and observed the covenants of this Agreement, the Officer will be discharged from the
covenants




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of Section 11 at any time during the Restricted Period by filing with the Company a duly executed
statement satisfactory to Company, releasing the Company and, if applicable, its insurance
carriers, from any and all obligations under the terms of this Agreement. Notwithstanding said
Release, Officer shall remain subject to all other covenants and restrictions of this Agreement,
including, but not limited to Sections 12 and 13.



SECTION 11 IRS Code Section 409A





	 	(a)	 	This Agreement is intended to comply with Code Section 409A and the
interpretative guidance thereunder, including the exceptions for short-term deferrals,
separation pay arrangements, reimbursements, and in-kind distributions, and shall be
administered accordingly. This Agreement shall be construed and interpreted with such
intent. Each payment under Section 11 of this Agreement or any Company benefit plan is
intended to be treated as one (1) of a series of separate payments for purposes of Code
Section 409A and Treas. Reg. §1.409A-2(b)(2)(iii) (or any similar or successor
provisions).
	 
	 	(b)	 	If a payment under this Agreement does not qualify as a short-term deferral
under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (or any similar or successor
provisions), and the Officer is a Specified Employee as of his Termination Date, the
date of the Termination Date or, if earlier, the date of the Executive’s death (the
“Six-Month Delay Rule”). Payments to which the Officer would otherwise be entitled
during the first six months following the Termination Date (the “Six-Month Delay”) will
be accumulated and paid on the first date of the seventh month following the
Termination Date. Notwithstanding the Six-Month Delay Rule set forth in this Section
to the maximum extent permitted under Code Section 409A and Treas. Reg. §1.409A-(b)(4)
(or any similar or successor provisions), during each month of the Six-Month Delay, the
Company will pay the Officer an amount equal to the lesser of:






	 	(a) the total monthly severance provided under Section 8 above, or
	 
	 	(b) one-sixth (1/6) of the lesser of:






	 	(1)	 	the maximum amount that may be taken into account under a
qualified plan pursuant to Code Section 401(a)(17) for the year in which the
Officer’s Date of Termination occurs, and
	 
	 	(2)	 	the sum of the Officer’s annualized compensation based upon the
annual rate of pay for services provided to the Company for the taxable year of
the Officer preceding the taxable year of the Officer in which






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	 	 	 	this Termination Date occurs (adjusted for any increase during that year that
was expected to continue indefinitely if the Officer had not had a Termination
Date); provided that amounts paid under this section will count toward, and will
not be in addition to, the total payment amount required to be made to the
Officer by the Company under all other sections of this Agreement; and






	 	(c)	 	For purposes of this Agreement, “Specified Employee” has the meaning given that
term in Code Section 409A and Treas. Reg. 1.409A-1(c)(i) (or any similar or successor
provisions). The Employer’s “specified employee identification date” (as described in
Treas. Reg. 1.409A-1(c)(i)(3)) will be December 31st of each year, and the
Employer’s “specified employee effective date” (as described in Treas. Reg.
1.409A-1(c)(i)(4) or any similar or successor provisions) will be February
1st of each succeeding year.




SECTION 12 Non-Competition.





	 	(a)	 	For purposes of this Agreement, reference to the term “Competitive Enterprise”
shall mean any bank holding company, finance company or insured depository institution
(including an institution in the organization stage or in the process of applying for
or receiving appropriate regulatory approval), including, without limitation, any
federal or state chartered bank, savings bank, savings and loan association, credit
union or other financial services provider or non-banking affiliate thereof offering
similar services or products as those offered by the Company to its customers.
	 
	 	(b)	 	During the term of this Agreement and during the two (2) year period
immediately following termination of Officer’s employment (which may include, without
limitation, Officer’s resignation or any event specified in Sections 7 and 8 hereof)
(hereinafter referred to as “Restricted Period”), the Officer shall not:






	 	(1)	 	accept a position as director, employee, consultant, advisor or
agent of any Competitive Enterprise which is located in any county in the
Company’s region to which Officer is assigned at the time of Officer’s
termination of employment and any contiguous county and any county in the
Company’s region to which Officer was assigned 24 months prior to Officer’s
termination of employment.
	 
	 	(2)	 	acquire an ownership interest (individually or in concert with
others) in a Competitive Enterprise whereby said ownership interest enables
Officer to, directly or indirectly, in any manner, control, direct,






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	 	 	 	influence, affect or impact the operations, services or business activities of
the Competitive Enterprise in any county, or county contiguous thereto, in which
Company or its subsidiaries operate an office at the time of Officer’s
termination of employment;





SECTION 13 Non-Solicitation.



During the Restricted Period the Officer shall not:





	 	(a)	 	in any way, directly or indirectly, for the purpose of selling
any product or service that competes with a product or service offered by the
Company or its present or future subsidiaries or affiliates, solicit, divert,
or entice:






	 	(1)	 	any customer or existing business of Company,
with whom the Officer solicited, became aware of, or transacted
business during Officer’s employment with Company;






	 	(2)	 	any potential customer or business identified
by Company, with whom the Officer solicited, became aware of, or
transacted business during Officer’s employment with Company;






	 	(b)	 	accept or provide assistance in the accepting of (including,
but not limited to providing any service, information, assistance or other
facilitation or other involvement) business, patronage or orders from customers
or any potential customers of Company with whom the Officer has had contact,
involvement or responsibility during the term of this Agreement.






	 	(c)	 	employ or assist in employing any present employee of the
Company or any of its affiliates (whether or not such employment is full time
or is pursuant to a written contract), for the purpose of having such employee
perform services for any Competitive Enterprise or other organization in
competition with the business of the Company or any of its present or future
subsidiaries or affiliates;






	 	(d)	 	in any way, directly or indirectly, make any oral or written
statement, comments, or other communications designed or intended to impugn,
disparage or otherwise malign the reputation, ethics, competency, morality or
qualifications of the Company or any of its directors or employees or
customers.






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SECTION 14 Confidentiality.





	 	(a)	 	For purposes of this Agreement, “Proprietary Information” shall mean any
information relating to the business of the Company or any of its present or future
subsidiaries or affiliates that has not previously been publicly released by authorized
representatives of the Company or any authorized representatives of any of its present
or future subsidiaries or affiliates, and shall include (but shall not be limited to)
Company information encompassed in all marketing and business plans, financial
information, costs, pricing information, customer and client lists and relationships
between Company and dealers, distributors, sales representatives, wholesalers,
customers, clients, suppliers, and others who have business dealings with Company, and
all methods, concepts, or ideas in or reasonably related to the business of the Company
or any of its present or future subsidiaries or affiliates and not in the public
domain.
	 
	 	(b)	 	The Officer agrees to regard and preserve as confidential all Proprietary
Information that has been or may be developed or obtained by the Officer in the course
of Officer’s employment with the Company and its subsidiaries and affiliates, whether
Officer has such information in Officer’s memory, writing, electronic media or other
physical form, including information maintained by Officer on any computer, electronic
device, or other personal property owned by Officer. The Officer shall not, without
written authorization from the Company, use for Officer’s benefit or purposes, nor
disclose to others at any time, either during the term of Officer’s employment or
thereafter, except as required by the conditions of Officer’s employment hereunder, any
Proprietary Information connected with the business or development of the Company or
its subsidiaries or affiliates. This prohibition shall not apply after the Proprietary
Information has been voluntarily disclosed to the public, independently developed and
disclosed by others, or otherwise enters the public domain through lawful means.





SECTION 15 Removal of Documents or Objects.



The Officer agrees not to remove from the premises of the Company or any of its present or future
subsidiaries or affiliates, except as an employee of the Company in pursuit of the business of the
Company or any of its present or future subsidiaries or affiliates, or except as specifically
permitted in writing by the Company, any document or object containing or reflecting any
Proprietary Information. The Officer recognizes that all such documents, tangible and intangible
property and objects, whether developed by him or her by someone else, are the exclusive property
of the Company.




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SECTION 16 Remedies.



In addition to any other rights and remedies Company may have if Officer violates this Agreement,
the Company and Officer agree as follows:





	 	(a)	 	It is understood and agreed by and between the parties hereto that the services
to be rendered by the Officer hereunder are of a special, unique, extraordinary and
intellectual character, which gives them a peculiar value, the loss of which may not be
reasonably or adequately compensated in damages, and additionally that a breach by the
Officer of the covenants set out in Sections 12, 13, 14 and 15 of this Agreement will
cause the Company great and irreparable injury and damage. The Officer hereby
expressly agrees that the Company shall be entitled to the remedies of injunction,
specific performance and other equitable relief to prevent a breach of Sections 12, 13,
14 and 15 of this Agreement by the Officer. This provision shall not, however, be
construed as a waiver of any of the remedies which the Company may have for damages or
otherwise.
	 
	 	(b)	 	In the event Officer shall be in violation of any of the aforementioned
restrictive covenants, the time limitation thereof with respect to them shall be
extended for a period of time equal to the period of time during which breach or
breaches should occur; and in the event the Company should be required to seek relief
from such breach in any court, board of arbitration or other tribunal, the covenants
shall be extended for a period of time equal to the pendency of such proceedings,
including appeals.





SECTION 17 Survival of Provisions



The provisions of Section 12-15 of this Agreement shall survive termination of this Agreement and
Employee’s employment.




SECTION 18 Subsidiaries and Affiliates.



It is understood and agreed by the parties hereto that, at the election and direction of the
Company’s Board of Directors and without modification of the terms and provisions hereof, the
Officer may be required to serve as an officer of any one or more present or future subsidiaries or
affiliates of the Company and, when and as so determined by the Board and any such subsidiary or
affiliate, the rights, duties and obligations of the Officer and Company expressed and implied in
this Agreement shall inure to the benefit of and bind any such subsidiary or affiliate with the
same force and effect as would be obtained if the subsidiary or affiliate were a party hereto
jointly and severally with the Company.





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SECTION 19 Successors, Assigns, Etc.





	 	(a)	 	This Agreement shall be binding upon, and shall inure to the benefit of, the
Officer and the Company and their respective permitted successors, assigns, heirs,
legal representatives and beneficiaries.
	 
	 	(b)	 	Except as required by law, no right to receive payments under this Agreement
shall be subject to anticipation, commutation, alienation, sale, assignment,
encumbrance, charge, pledge or hypothecation or to execution, attachment, levy, or
similar process or assignment by operation of law, and any attempt, voluntary or
involuntary, to effect any such action shall be null, void and of no effect; provided,
however, that nothing in this Section shall preclude the assumption of such rights by
executors, administrators or other legal representatives of the Officer or Officer’s
estate and their assigning any rights hereunder to the person or persons entitled
thereto.
	 
	 	(c)	 	Nothing in this Agreement shall preclude the Company from consolidating or
merging into or with or transferring all or substantially all of its assets to another
corporation which assumes this Agreement and all obligations and undertakings of the
Company hereunder. Upon such a consolidation, merger or transfer of assets and
assumption the term “Company” as used herein shall mean such other corporation and this
Agreement shall continue in full force and effect.





SECTION 20 Notices.





	 	(a)	 	All notices and other communications which are required or may be given under
this Agreement shall be in writing and shall be deemed to have been given on the date
delivered personally or if sent by registered or certified mail, return receipt
requested, postage prepaid, on the date deposited in the mail.
	 
	 	(b)	 	All notices shall be provided to the following address or to such other place
as either party shall have specified by notice in writing to the other:






	 	(1)	 	To the Company, at the address designated as its headquarters,
Attention: CEO. With a copy to F.N.B. Corporation, One F.N.B. Boulevard,
1st Floor, Hermitage, Pennsylvania 16148, Attention: Corporate
Counsel.
	 
	 	(2)	 	To the Officer, at his/her address provided to Company from
time to time for salary and other similar purposes.




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SECTION 21 Governmental Regulation.



Nothing contained in this Agreement shall be interpreted, construed or applied to require the
commission of any act contrary to law and whenever there is any conflict between any provision of
this Agreement and any statute, law ordinance, order or regulation, the latter shall prevail; but
in such event any such provision of this Agreement shall be curtailed and limited only to the
extent necessary to bring it within applicable legal requirements.




SECTION 22 Arbitration.



Any dispute or controversy as to the validity, interpretation, construction, application or
enforcement of, or otherwise arising under or in connection with this Agreement, shall be submitted
at the request of either party hereto for resolution and settlement through arbitration in
Pennsylvania in accordance with the rules then prevailing of the American Arbitration Association.
Any award rendered therein shall be final and binding on each of the parties hereto and their
heirs, executors, administrators, successors and assigns, and judgment may be entered thereon in
any court having jurisdiction. The foregoing provisions of this paragraph shall not be deemed to
limit the rights and remedies reserved to the Company under and pursuant to Section 16 hereof which
rights and remedies may be pursued through arbitration.




SECTION 23 Governing Law.



This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth
of Pennsylvania, without regard to its conflicts of laws principles.




SECTION 24 Divisibility.



Should a court or arbitrator declare any provision hereof to be invalid, such declaration shall not
affect the validity of the Agreement as a whole or any part thereof, other than the specific
portion declared to be invalid.




SECTION 25 Headings.



The headings to the Sections and paragraphs hereof are placed herein for convenience of reference
only and in case of any conflict the text of this Agreement, rather than the headings, shall
control.




SECTION 26 Entire Agreement; Amendment.



This Agreement sets forth the entire understanding of the parties in respect of the subject matter
contained herein and supersedes all prior agreements, arrangements and understandings relating to
the subject matter and may only be amended by a written agreement signed by both parties hereto or
their duly-authorized representatives.




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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date
first above written.




	 	 	 
	WITNESS:
	 	 
	 
	 	 
	/s/ Susan Radish

	 	/s/ Timothy G. Rubritz
	 

	 	 
	 

	 	Timothy G. Rubritz
	 
	 	 
	ATTEST:

	 	First National Bank of Pennsylvania






	 	 	 	 	 	 
	/s/ David B. Mogle

	 	 	 	By:   	 /s/ Vincent J. Calabrese
	 

	 	 	 	 	 
	Secretary

	 	 	 	 
	 Name: Vincent J. Calabrese
	 

	 	 	 	
	Title: Senior Vice President







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