AMENDMENT TO EMPLOYMENT AGREEMENT
Entered into on and as of May 20, 1999, by and between GARY L. TICE (the "Executive"), and F.N.B.
WHEREAS, the Executive, First National Bank of Naples ("FNBN") and FNBN's parent holding company,
Southwest Banks, Inc. ("Southwest") are parties to an Employment Agreement dated December 16, 1996 (the
WHEREAS, Southwest merged with F.N.B. on January 21, 1997 (the "Merger") and became a wholly-owned
subsidiary of F.N.B.; and
WHEREAS, Executive was appointed Executive Officer following the Merger and subsequently was elected as
F.N.B.'s Chief Operating Officer and President; and
WHEREAS, Southwest was dissolved on December 31, 1998; and
WHEREAS, F.N.B. and Executive desire to amend the Agreement to substitute F.N.B. for Southwest as a party
to the Agreement and have F.N.B. succeed to all of Southwest's rights, duties and obligations thereunder; and
WHEREAS, Executive and F.N.B. desire also to amend the Agreement in order to assure the Executive's
benefits under this Section are comparable with those furnished to similarly positioned officers of F.N.B.; and
WHEREAS, since Executive is an eligible participant in F.N.B.'s Basic Retirement Plan, F.N.B. also desires to
amend the Agreement to add the "Basic Retirement Plan" to the "Additional Benefits" section (Section 3(g)) of
the Agreement; and
WHEREAS, the Executive and F.N.B. desire to reaffirm all the other terms and provisions of the Agreement.
NOW, THEREFORE, intending to be legally bound, the Executive and F.N.B. covenant and agree that:
(1) Section 10(a) entitled "Change in Control of the Company" is hereby amended to change the cash bonus
provided under this Section from two hundred-fifty percent (250%) to two hundred ninety-nine percent (299%).
Section 10. Change in Control of the Company.
(a) In the event of a "change in control" of the Company, as defined herein, Executive shall be entitled, for a
period of thirty (30) days from the da