1996 STOCK OPTION PLAN
The purposes of the 1996 Stock Option Plan (the "Plan") are to encourage eligible employees of F.N.B.
Corporation (the "Corporation") and its Subsidiaries, including directors and officers of the Corporation who are
employees, to increase their efforts to make the Corporation and each Subsidiary more successful, to provide an
additional inducement for such employees to remain with the Corporation or a Subsidiary, to reward such
employees by providing an opportunity to acquire the Common Stock, par value $2.00 per share, of the
Corporation (the "Common Stock") on favorable terms and to provide a means through which the Corporation
may attract able persons to enter the employment of the Corporation or one of its Subsidiaries. For purposes of
the Plan, the term "Subsidiary" means any corporation in an unbroken chain of corporations beginning with the
Corporation if each of the corporations (other than the last corporation in the unbroken chain) owns stock
possessing more than fifty percent (50%) of the total combined voting power of all classes of stock in one of the
other corporations in the chain.
The Plan shall be administered by a Committee (the "Committee") appointed by the Board of Directors of the
Corporation (the "Board") and consisting of not less than two members of the Board, none of whom has received
during the one year period prior to service on the Committee, or during such service, securities of the
Corporation pursuant to the Plan or any other plan of the Corporation or any of its affiliates (as "affiliates" is
defined in regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (except as permitted by subsection
(c)(2)(i)(A)-(D) of Rule 16b-3 promulgated by the Commission under the Exchange Act or any successor rule).
The Committee shall interpret the Plan and prescribe such rules, regulations and procedures in connect