THIS AGREEMENT, dated as of the 23rd day of September, 2001, by and between F.N.B. Corporation, a
Florida corporation (the "Company"), and CASS BETTINGER (the "Executive").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company, recognizing the experience and knowledge of Executive in
the banking industry, desires to retain the valuable services and business counsel of Executive, it being in the best
interest of the Company to arrange terms of employment for Executive so as to reasonably induce Executive to
accept employment with the Company for the term hereof; and
WHEREAS, Executive is willing to provide services to the Company, in accordance with the terms and
conditions hereinafter set forth;
NOW, THEREFORE, for and in consideration of the mutual premises and covenants herein contained, the
parties hereto agree as follows:
Section 1. Term of Employment.
(a) The term of employment of the Executive under this Agreement shall be, initially, the three year period
commencing on January 1, 2002 and ending on December 31, 2004. Said term shall be subject to automatic
extension by operation of the provisions of Section 1(b) hereof to a date not later than December 31, 2007
(beyond which the term of employment shall not be extended pursuant to Section 1(b) hereof).
(b) At December 31, 2002, and December 31 of each succeeding calendar year to and including December 31,
2004, the term of employment of the Executive under this Agreement shall be automatically extended to
December 31 of the third calendar year thereafter unless either party, acting under this Section 1(b), shall have
elected to fix the expiration date of the Executive's term of employment hereunder. Each of the parties shall have
the right, exercisable by written notice to the other, to terminate the automatic renewal and thereby fix the
expiration of the term of employment under this Section 1. Notice of termination of automatic renewal having
been given as aforesaid, the ter