Employment Agreement dated as of December 21, 2005 between Thomas W. Lennox and First National Bank of PennsylvaniaEmployment Agreement • February 3rd, 2006 • FNB Corp/Fl/ • National commercial banks • Pennsylvania
WHEREAS, the Legacy Bank (“Bank”) contemplates a consummation of an Agreement and Plan of Merger among F.N.B. Corporation (“FNB”), First National Bank of Pennsylvania (the “Company”) and Bank (“Merger Agreement”) whereby Bank will be merged with the Company (“Merger”); and
Employment Agreement dated as of December 21, 2005 between George H. Groves and First National Bank of PennsylvaniaEmployment Agreement • February 3rd, 2006 • FNB Corp/Fl/ • National commercial banks • Pennsylvania
WHEREAS, the Legacy Bank (“Bank”) contemplates a consummation of an Agreement and Plan of Merger among F.N.B. Corporation (“FNB”), First National Bank of Pennsylvania (the “Company”) and Bank (“Merger Agreement”) whereby Bank will be merged with the Company (“Merger”); and
Duane Morris FIRM and AFFILIATE OFFICES NEW YORK LONDON CHICAGO HOUSTON PHILADELPHIA SAN FRANCISCO SAN DIEGO BOSTON WASHINGTON, DC ATLANTA MIAMI NEWARK PITTSBURGH DETROIT ALLENTOWN WILMINGTON February 1, 2006 Re: Agreement and Plan of Merger pursuant...FNB Corp/Fl/ • February 3rd, 2006 • 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 Legacy, a Pennsylvania banking institution, with and into FNB Bank, pursuant to the terms of and as described in that certain Agreement and Plan of Merger dated as of December 21, 2005 (the “Merger Agreement”) among FNB, FNB Bank and Legacy. 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.
