THIS AGREEMENT, entered into as of this 1st day of July, 1998, by and between:
STEPHEN J. GURGOVITS, an individual residing in Sharon, Pennsylvania 16146 (the "Officer"),
F.N.B. CORPORATION, a Pennsylvania corporation (the "Employer"),
WHEREAS, the Officer is the Vice Chairman of the Employer and the President and Chief Executive Officer of
First National Bank of Pennsylvania, a wholly-owned banking subsidiary of the Employer ("First National"); and
the Employer and First National desire to assure themselves of the continued benefit of the Officer's services and
experience, and the parties desire that said employment relationship be established upon the terms and conditions
herein set forth; and
WHEREAS, the Officer and First National are parties to an Employment Agreement dated January 1, 1990, as
amended by an Amendment to said Employment Agreement dated November 21, 1994; and
WHEREAS, as additional consideration for this Employment Agreement the parties desire to terminate the
January 1, 1990 Employment Agreement and any amendments thereto and thereby forever rescind all obligations
WHEREAS, Officer and Employer intend all policies and procedures of the Employer and its parent company,
F.N.B. Corporation, as modified from time to time, to remain in full force and effect.
NOW, THEREFORE, in consideration of the premises 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.
The initial term of the Agreement shall commence on the date of execution ("Commencement Date") and continue
until sixty (60) months thereafter unless sooner terminated under Sections 4, 5 or 6. On the first anniversary of the
Commencement Date and thereafter on each succeeding anniversary of the Commencement Date the term of
employment shall automatical