AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Entered into on and as of December 22 , 1995 by and between JOHN W. ROSE (the "Executive"), and F.N.B.
CORPORATION (the "Company").
WHEREAS, the Executive and the Company are parties to an Employment Agreement dated as of July 27,
1995 (the "Agreement"); and
WHEREAS, the Board of Directors of the Company desires to amend the Agreement in order to assure the
Executive's continuing services under circumstances in which there is a possible, threatened or actual change of
control of the Company and to diminish the distraction of the Executive by virtue of personal risks and
uncertainties inevitably caused by such circumstances;
WHEREAS, the Executive and the Company desire to reaffirm all the other terms and provisions of the
NOW, THEREFORE, intending to be legally bound, the Executive and the Company covenant and agree that:
1. The following section entitled "Merger or Consolidation" is hereby added to the Agreement to read in its
entirety as follows:
Section 10A. MERGER OR CONSOLIDATION.
In the event of the merger or consolidation of the Company with another corporation, and as a result of such
merger or consolidation, the shareholders of the Company as of the day preceding such transaction will own less
than 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 80% or more of the Common Stock of the
Company for securities of another entity in which shareholders of the Company will own less than 51% of such
entity's outstanding voting securities, or in the event of the sale by the Company of a substantial portion of its
assets to an unrelated third party, the Executive shall have the right, at his sole option, to terminate his
employment under this Agreement upon 30 days' advance written notice, provided such written notice shall have
been delivered to the Company during the period beginning