Fnb Corp/Fl/ Sample Contracts

Fnb Corp/Pa/ – Ladies and Gentlemen: We have acted as counsel to F.N.B. Corporation, a Pennsylvania corporation (the “Corporation”), in connection with the issuance by the Corporation of $120,000,000 aggregate principal amount of the Company’s Fixed-to-Floating Rate Subordinated Notes due 2029 (the “Notes”) pursuant to a Registration Statement (No. 333-224979) on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Corporation is filing the Underwriting Agreement and this opi (February 14th, 2019)

The Notes will be issued under an Indenture, dated as of October 2, 2015, as supplemented and amended by a Second Supplemental Indenture dated as of August 30, 2016, and the Third Supplemental Indenture dated as of the date hereof (collectively, the “Indenture”), in each case between the Corporation and Wilmington Trust, National Association, as trustee (the “Trustee”). The sale of the Notes will be made pursuant to the terms of an Underwriting Agreement (the “Underwriting Agreement”), dated February 14, 2019, by and among, on the one hand, the Corporation, as issuer, and Morgan Stanley & Co. LLC and Sandler O’Neill & Partners, L.P., as representatives of the several underwriters named therein (the “Underwriters”).

Fnb Corp/Pa/ – 4.950% Fixed-to-Floating Rate Subordinated Notes due 2029 Underwriting Agreement (February 14th, 2019)

The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows:

Fnb Corp/Pa/ – as the Corporation and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of February 14, 2019 to INDENTURE Dated as of October 2, 2015 4.950% Fixed-to-Floating Rate Subordinated Notes due 2029 (February 14th, 2019)

THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) is dated as of February 14, 2019, by and between F.N.B. Corporation, a Pennsylvania corporation (the “Corporation”), and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”), under the Base Indenture (as hereinafter defined).

Fnb Corp/Pa/ – THIS SECURITY IS NOT A SAVINGS ACCOUNT OR AN OBLIGATION OF AN INSURED DEPOSITORY INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR ANY GOVERNMENT AGENCY. _________ MONTH NONNEGOTIABLE SUBORDINATED TERM NOTE, SERIES 2018 FNB FINANCIAL SERVICES, LP Suite 202, 103 Foulk Road Wilmington, Delaware 19803 (August 31st, 2018)

FOR VALUE RECEIVED, FNB FINANCIAL SERVICES, LP (the “Issuer”) hereby promises to pay the principal amount of                              Dollars ($________________)     ___________ calendar months after the date of issue to

Fnb Corp/Pa/ – ACCEPTANCE OF OFFER (August 31st, 2018)

The undersigned hereby agrees to purchase, at par, $             in aggregate principal amount of the following securities (the “Securities”) of FNB Financial Services, LP (the “Company”) offered pursuant to the Prospectus dated August 31, 2018 (as the same may be amended, modified or supplemented, the “Prospectus”), receipt of which is hereby acknowledged:

Fnb Corp/Pa/ – PAYING AGENT AGREEMENT (August 31st, 2018)

PAYING AGENT AGREEMENT (the “Agreement”) dated as of August 31, 2018, by and among FNB FINANCIAL SERVICES, LP (“FNB Financial Services”), F.N.B. CORPORATION, as Guarantor (“FNB”) and FIRST NATIONAL BANK OF PENNSYLVANIA, a national banking association, as Agent (the “Agent”).

Fnb Corp/Pa/ – FNB FINANCIAL SERVICES, LP General Partner Certificate Pursuant to Indenture (August 31st, 2018)

Pursuant to Sections 102 and 301 of the Indenture dated as of August 16, 2005 (as amended and supplemented from time to time, the “Indenture”), by and among FNB Financial Services, LP (the “Company”), F.N.B. Corporation, as Guarantor (the “Guarantor”) and The Bank of New York Mellon Trust Company, N.A. (as successor-in-interest to J.P. Morgan Trust Company, National Association), as Trustee (the “Trustee”), the undersigned hereby certifies that in connection with the issuance by the Company of the Securities described herein:

Fnb Corp/Pa/ – INDENTURE BETWEEN F.N.B. CORPORATION AND AS TRUSTEE DATED AS OF , 20___ SENIOR DEBT SECURITIES (Issuable in Series) (May 16th, 2018)

INDENTURE, dated as of              , between F.N.B. Corporation, a Pennsylvania corporation (the “Corporation”), having its principal office at 12 Federal Street, One North Shore Center, Pittsburgh, Pennsylvania 15212, and             , as trustee, (the “Trustee”), the office of the Trustee at which at the date hereof its corporate trust business is principally administered being             .

Fnb Corp/Pa/ – Time-Based Restricted Stock Unit Award Agreement (April 6th, 2018)

This Time-Based Restricted Stock Unit Award Agreement (“Agreement”) is made effective as of the close of the New York Stock Exchange on April 2, 2018, between F.N.B. Corporation (“F.N.B.”), a Pennsylvania corporation, and _____________________________ (the “Participant”). Any term capitalized herein but not defined will have the meaning set forth in the Plan (defined below) or in the attached Schedule.

Fnb Corp/Pa/ – Performance-Based Restricted Stock Unit Award Agreement (April 6th, 2018)

This Performance-Based Restricted Stock Unit Award Agreement (“Agreement”) is made effective as of the close of the New York Stock Exchange on April 2, 2018, between F.N.B. Corporation (F.N.B.), a Pennsylvania corporation, and ________________________________ (the “Participant”). Any term capitalized herein but not defined will have the meaning set forth in the Plan (defined below) or in the attached Schedules.

Fnb Corp/Pa/ – Third Quarter 2017 Earnings Call October 19, 2017 at 10:30 AM Eastern CORPORATE PARTICIPANTS Vincent Delie Jr – President and Chief Executive Officer Vincent Calabrese – Chief Financial Officer Gary Guerrieri – Chief Credit Officer (October 23rd, 2017)

Hello and welcome to the F.N.B. Corporation’s Third Quarter 2017 Quarterly Earnings Conference Call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star (*) key followed by zero (0). After today’s presentation, there will be an opportunity to ask questions. To ask a question you may press star (*) then one (1) on your touchtone phone. To withdraw your question please press star (*) then two (2). Please note today’s event is being recorded.

Fnb Corp/Pa/ – Press Release (May 23rd, 2017)

PITTSBURGH, PA – May 23, 2017 - F.N.B. Corporation (NYSE:FNB) today announced the implementation of its Board succession plan relative to several key leadership positions. The Board succession plan is the result of a proactive, long-term process which contemplated the upcoming retirements of certain FNB directors holding key Board and committee leadership positions. The implementation of this transition plan marks the culmination of a deliberate and proactive planning process designed to ensure continuity of Board leadership in anticipation of upcoming director retirements under the FNB Board Retirement Policy. These transitions will enable the Board to continue to capably guide the strategic direction of the Company.

Fnb Corp/Pa/ – ASSIGNMENT AND ASSUMPTION AGREEMENT (May 15th, 2017)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is made on the 10th day of May 2017 between and among F.N.B. Corporation, a Pennsylvania corporation (the “Corporation”), Computershare Trust Company, N.A., as successor-in-interest to Registrar and Transfer Company (“Computershare”) and The Bank of New York Mellon (“BNY Mellon”).

Fnb Corp/Pa/ – AMENDMENT TO DEPOSIT AGREEMENT (May 15th, 2017)

THIS AMENDMENT (“Amendment”) to the Deposit Agreement dated as November 1, 2013 among F.N.B. Corporation, (the “Company”) and The Bank of New York Mellon, as Depositary (“BNY Mellon”), and all holders from time to time of Depositary Shares (as defined therein), is made on the 10th day of May 2017 between the Company and BNY Mellon.

Fnb Corp/Pa/ – WARRANT TO PURCHASE COMMON STOCK (May 8th, 2017)

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

Fnb Corp/Pa/ – Press Release (March 13th, 2017)

PITTSBURGH, PA – March 13, 2017 –F.N.B. Corporation (NYSE: FNB) today announced that on March 11, 2017, it successfully completed its merger with Raleigh, North Carolina-based Yadkin Financial Corporation (Yadkin).

Fnb Corp/Pa/ – Press Release (December 12th, 2016)

PITTSBURGH, PA – December 9, 2016 – F.N.B. Corporation (NYSE: FNB) announced that the shareholders of both FNB and Yadkin Financial Corporation (NYSE: YDKN) adopted the necessary approvals to complete the previously announced Agreement and Plan of Merger (Merger Agreement) between the two companies.

Fnb Corp/Fl/ – INDENTURE BETWEEN F.N.B. CORPORATION AND AS TRUSTEE DATED AS OF , 20___ SENIOR DEBT SECURITIES (Issuable in Series) (August 31st, 2016)

INDENTURE, dated as of              , between F.N.B. Corporation, a Pennsylvania corporation (the “Corporation”), having its principal office at 12 Federal Street, One North Shore Center, Pittsburgh, Pennsylvania 15212, and             , as trustee, (the “Trustee”), the office of the Trustee at which at the date hereof its corporate trust business is principally administered being             .

Fnb Corp/Fl/ – SECOND SUPPLEMENTAL INDENTURE (August 31st, 2016)

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of August 30, 2016 by and between F.N.B. Corporation, a Pennsylvania corporation (the “Corporation”), and Wilmington Trust, National Association, a national banking association, not in its individual capacity but solely as trustee (“Trustee”).

Fnb Corp/Fl/ – ARTICLES OF INCORPORATION OF (effective August 30, 2016) (August 30th, 2016)

The street address and mailing address of the initial registered office of the Corporation is One North Shore Center, 12 Federal Street, Pittsburgh, Pennsylvania 15212.

Fnb Corp/Fl/ – BYLAWS OF F.N.B. CORPORATION A Pennsylvania Business Corporation Effective August 30, 2016 (August 30th, 2016)
Fnb Corp/Fl/ – PLAN OF CONVERSION OF TO (August 30th, 2016)

This PLAN OF CONVERSION, dated as of August 17, 2016 (this “Plan”), is hereby adopted by F.N.B. Corporation, a Florida corporation (the “Company”), in order to set forth the terms, conditions and procedures governing the conversion of the Company from a Florida corporation to a Pennsylvania business corporation pursuant to Sections 607.1112 through 607.1114 of the Florida Business Corporation Act, as amended (the “FBCA”), and Sections 371 through 376 of the Pennsylvania Entity Transactions Law (the “PaETL”).

Fnb Corp/Fl/ – Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101 DEFINITIONS 1 SECTION 102 COMPLIANCE CERTIFICATES AND OPINIONS 7 SECTION 103 FORM OF DOCUMENTS DELIVERED TO TRUSTEE 8 SECTION 104 ACTS OF HOLDERS 8 SECTION 105 NOTICES, ETC., TO TRUSTEE, COMPANY AND GUARANTOR 9 SECTION 106 NOTICE TO HOLDERS; WAIVER 10 SECTION 107 CONFLICT WITH TRUST INDENTURE ACT 10 SECTION 109 SUCCESSORS AND ASSIGNS 11 SECTION 110 SEPARABILITY CLAUSE 11 SECTION 111 BENEFITS OF INDENTURE 11 SECTION 112 GOVERNING LAW 11 SECTION 113 LEGAL HOLIDAYS 11 ARTICLE TWO SECURITY FORMS 12 SECTION 201 F (August 30th, 2016)

INDENTURE, dated as of August 16, 2005, among FNB FINANCIAL SERVICES, LP, a limited partnership duly organized and existing under the laws of Delaware (herein called the “Company”), the Guarantor (as defined herein), and J.P. Morgan Trust Company, National Association, a national banking association, as trustee (herein called the “Trustee”), having a corporate trust office in Pittsburgh, Pennsylvania.

Fnb Corp/Fl/ – Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 7 SECTION 103. Form of Documents Delivered to Trustee 7 SECTION 104. Acts of Holders 8 SECTION 105. Notices, Etc., to Trustee and Company 9 SECTION 106. Notice to Holders; Waiver 9 SECTION 107. Conflict With Trust Indenture Act 10 SECTION 109. Successors and Assigns 10 SECTION 110. Separability Clause 10 SECTION 111. Benefits of Indenture 10 SECTION 112. Governing Law 10 SECTION 113. Legal Holidays 10 ARTICLE TWO SECURITY FORMS SECTION 201. Forms (August 30th, 2016)

INDENTURE, dated as of May 15, 1992, between F.N.B. CORPORATION, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Company”), having its main office at 3320 East State Street, Hermitage, Pennsylvania 16148, and Northern Central Bank, a Pennsylvania state-chartered bank and trust Company, as trustee (herein called the “Trustee”), having its principal office in Williamsport, Pennsylvania.

Fnb Corp/Fl/ – THIRD SUPPLEMENTAL INDENTURE (August 30th, 2016)

THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 30, 2016 by and among F.N.B. Corporation, a Pennsylvania corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).

Fnb Corp/Fl/ – SUPPLEMENTAL INDENTURE (August 30th, 2016)

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 30, 2016 by and among FNB Financial Services, L.P., a Delaware limited partnership (the “Company”), F.N.B. Corporation, a Pennsylvania corporation (“F.N.B.” or the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).

Fnb Corp/Fl/ – Press Release (August 25th, 2016)

Pittsburgh, PA – August 25, 2016 – F.N.B. Corporation (NYSE:FNB) (“FNB”) today announced plans regarding leadership of its new markets in North and South Carolina, which it will enter through its planned merger with Yadkin Financial Corporation (“Yadkin”). In line with FNB’s strategic emphasis on local leadership and decision-making, the following key roles in its newest regions will be filled by executives joining the Company from Yadkin.

Fnb Corp/Fl/ – The presentation includes “snapshot” information about F.N.B. Corporation used by and of illustration and is not intended as a full business or financial review and should be viewed in the context of all the information made available by F.N.B. Corporation in its SEC filings. The information provided in this presentation and the reports F.N.B. Corporation files with the Securities and Exchange Commission often contain “forward-looking statements” relating to present or future trends or factors affecting the banking industry and, specifically, the operations, markets and products of F.N.B. Corp (August 16th, 2016)

This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act, relating to present or future trends or factors affecting the banking

Fnb Corp/Fl/ – AGREEMENT AND PLAN OF MERGER between F.N.B. CORPORATION and YADKIN FINANCIAL CORPORATION Dated as of July 20, 2016 (July 21st, 2016)

AGREEMENT AND PLAN OF MERGER, dated as of July 20, 2016 (this “Agreement”), between F.N.B. CORPORATION, a Florida corporation (“FNB”), and YADKIN FINANCIAL CORPORATION, a North Carolina corporation (“YDKN”).

Fnb Corp/Fl/ – Joint Press Release (July 21st, 2016)

PITTSBURGH, PA and RALEIGH, NC, July 21, 2016 — F.N.B. Corporation (“FNB”) (NYSE: FNB) and Yadkin Financial Corporation (“Yadkin”) (NYSE: YDKN) today jointly announced the signing of a definitive merger agreement pursuant to which F.N.B. Corporation will acquire Yadkin Financial Corporation, the holding company and parent of Yadkin Bank, in an all-stock transaction valued at approximately $27.35 per share, or $1.4 billion in the aggregate, using the 20-day trailing average closing stock price of FNB as of Wednesday, July 20, 2016. Following the merger of the parent holding companies, Yadkin Bank will merge with and into FNB’s subsidiary, First National Bank of Pennsylvania.

Fnb Corp/Fl/ – Consent of Independent Registered Public Accounting Firm (February 25th, 2016)
Fnb Corp/Fl/ – AMENDED 2001 DIRECTORS STOCK OPTION PLAN METRO BANCORP, INC. (February 24th, 2016)
Fnb Corp/Fl/ – 2011 DIRECTORS STOCK OPTION PLAN METRO BANCORP, INC. (February 24th, 2016)
Fnb Corp/Fl/ – Contract (February 23rd, 2016)

Excerpted from Bylaws of F.N.B. Corporation, as amended and restated on February 17, 2016 (marked with strikethroughs to show deletions and double underlining to show additions):

Fnb Corp/Fl/ – Press Release (February 19th, 2016)

PITTSBURGH, PA – February 16, 2016 – F.N.B. Corporation (NYSE: FNB) today announced that on February 13, 2016, it successfully completed its merger with Harrisburg-based Metro Bancorp, Inc. (Metro). As a result of the merger, FNB has exceeded $20 billion in total assets and has expanded its regional retail delivery network to nearly 70 locations throughout 17 counties in central and eastern Pennsylvania. FNB has also assumed the number three retail deposit share position in the Harrisburg-Carlisle metropolitan statistical area through the completion of the merger and is now the second largest bank based in the state of Pennsylvania measured by total assets. After the close of trading Friday, February, 12, 2016, FNB was also included in the S&P MidCap 400 given its increased market capitalization.