EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2004 • FNB Corp/Fl/ • National commercial banks • Pennsylvania
WHEREAS, the Company contemplates a consummation of the Agreement and Plan of Merger among, F.N.B. Corporation (F.N.B.) and NSD Bancorp, Inc. (“NSD”) whereby NSD will be merged with F.N.B. (“Merger”); and
___, 2004 Duane Morris FIRM and AFFILIATE OFFICES NEW YORK LONDON CHICAGO HOUSTON PHILADELPHIA SAN FRANCISCO BOSTON WASHINGTON, DC ATLANTA MIAMI NEWARK ALLENTOWN WILMINGTON CHERRY HILL HARRISBURG BANGOR PRINCETON PALM BEACH WESTCHESTERAgreement and Plan of Merger • November 12th, 2004 • FNB Corp/Fl/ • National commercial banks
We have acted as counsel to F.N.B. Corporation, a Florida corporation (“FNB”), in connection with the proposed merger (the “Merger”) of NSD Bancorp, Inc., a Pennsylvania corporation (“NSD”), with and into FNB, pursuant to the terms of and as described in that certain Agreement and Plan of Merger dated as of October 14, 2004 (the “Merger Agreement”) between FNB and NSD. At your request, and as contemplated by the Merger Agreement, we are rendering our opinion concerning certain federal income tax consequences of the Merger. Unless otherwise indicated, all capitalized terms used in this opinion have the same meaning as used in the Merger Agreement.
