0001193125-15-337443 Sample Contracts

a Florida corporation)
Underwriting Agreement • October 5th, 2015 • FNB Corp/Fl/ • National commercial banks • New York

The Notes will be issued pursuant to a subordinated indenture, to be dated as of the Closing Date (as defined below) (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”).

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INDENTURE BETWEEN F.N.B. CORPORATION AND WILMINGTON TRUST, NATIONAL ASSOCIATION AS TRUSTEE DATED AS OF OCTOBER 2, 2015 SUBORDINATED DEBT SECURITIES (Issuable in Series)
Indenture • October 5th, 2015 • FNB Corp/Fl/ • National commercial banks • New York

This Cross Reference Sheet shows the location in the Indenture of the provisions inserted pursuant to Sections 3.10 through 3.18, inclusive, of the Trust Indenture Act of 1939:

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • October 5th, 2015 • FNB Corp/Fl/ • National commercial banks • New York

THIS FIRST SUPPLEMENTAL INDENTURE (“First Supplemental Indenture”), dated as of October 2, 2015 by and between F.N.B. Corporation, a Florida corporation (the “Corporation”), and Wilmington Trust, National Association, a national banking association, not in its individual capacity but solely as trustee (“Trustee”);

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