8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 9, 2009

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

FLORIDA

(State or Other Jurisdiction of Incorporation)

001-31940	25-1255406
(Commission File Number)	(IRS Employer Identification No.)

One F.N.B. Boulevard, Hermitage, PA	16148
(Address of Principal Executive Offices)	(Zip Code)

(724) 981-6000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 8.01 Other Events

     On September 9, 2009, F.N.B. Corporation (the “Company”) repurchased all 100,000 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series C, $0.01 par value and a liquidation preference of $1,000 per share (the “Series C Preferred Shares”), that it issued and sold to the United States Department of the Treasury (the “U. S. Treasury”) on January 9, 2009, as part of the U.S. Treasury’s Troubled Asset Relief Program Capital Purchase Program. The Company paid the U.S. Treasury a repurchase price of $100,333,333.33 which equals the full $100,000,000 liquidation amount of the Series C Preferred Shares plus $333,333.33 with respect to accrued but unpaid dividends through the date of repurchase.

     A copy of the press release announcing the Company’s repurchase of the Series C Preferred Shares is furnished as Exhibit 99.1 hereto and incorporated by reference herein. In addition, the Company issued the Right Choice Fact Sheet concerning the repurchase transaction described above. A copy of the Right Choice Fact Sheet is furnished as Exhibit 99.2 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of F.N.B. Corporation, dated September 9, 2009.
99.2	Right Choice Fact Sheet, dated September 9, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

F.N.B. CORPORATION (Registrant)
By:	/s/ Vincent J. Calabrese
	Name:	Vincent J. Calabrese
	Title:	Chief Financial Officer (Principal Financial Officer)

Dated: September 9, 2009

EX-99.1

Exhibit 99.1

F.N.B. CORPORATION EXITS TREASURY’S CAPITAL PURCHASE PROGRAM

Hermitage, PA — September 9, 2009 — F.N.B. Corporation (NYSE: FNB) announced today that it will fully redeem all of the preferred stock it sold to the U.S. Treasury (UST) in January 2009. The preferred stock was issued to the Treasury Department pursuant to the Capital Purchase Program (CPP).

The Company is paying $100.3 million to the UST to redeem the preferred stock, which includes the original investment amount of $100 million plus accrued unpaid dividends of $0.3 million. F.N.B. was approved to pay the funds back without any conditions from regulators.

“We believe that our repurchase of the preferred shares is in the best long-term interest of our shareholders,” said Stephen J. Gurgovits, President and Chief Executive Officer of F.N.B. Corporation. “Based upon our strong capital position, we have a solid foundation to continue to meet the needs of our customers, while sending a strong message to our customers, employees and shareholders that we are a well capitalized, stable and secure financial institution.”

In conjunction with its participation in the CPP, F.N.B. Corporation issued to the UST a warrant to purchase up to 1,302,083 shares of FNB common stock. In June 2009, F.N.B. completed a common stock offering that raised approximately $125.8 million. With the Company’s successful capital raise in June, the number of Company shares subject to the warrant was reduced by one half to 651,041.5. The Company has 15 days to notify the UST whether it intends to repurchase the warrant.

About F.N.B. Corporation

F.N.B. Corporation, headquartered in Hermitage, PA, is a diversified financial services company with total assets of $8.7 billion as of June 30, 2009. F.N.B. Corporation is a leading provider of commercial and retail banking, leasing, wealth management, insurance, merchant banking and consumer finance services in Pennsylvania and Ohio, where it owns and operates First National Bank of Pennsylvania, First National Trust Company, First National Investment Services Company, LLC, F.N.B. Investment Advisors, Inc., First National Insurance Agency, LLC, F.N.B. Capital Corporation, LLC, Regency Finance Company and Bank Capital Services. It also operates consumer finance offices in Tennessee and loan production offices in Pennsylvania, Tennessee and Florida.

Forward-looking Statements

This press release of F.N.B. Corporation 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 financial operations, markets and products of F.N.B. Corporation. These forward-looking statements

F.N.B. Corporation Exits Treasury’s Capital Purchase Program — Page 2 of 2

involve certain risks and uncertainties. There are a number of important factors that could cause F.N.B. Corporation’s future results to differ materially from historical performance or projected performance. These factors include, but are not limited to: (1) a significant increase in competitive pressures among financial institutions; (2) changes in the interest rate environment that may reduce interest margins; (3) changes in prepayment speeds, loan sale volumes, charge-offs and loan loss provisions; (4) general economic conditions; (5) legislative or regulatory changes that may adversely affect the businesses in which F.N.B. Corporation is engaged; (6) technological issues which may adversely affect F.N.B. Corporation’s financial operations or customers; (7) changes in the securities markets or (8) risk factors mentioned in the reports and registration statements F.N.B. Corporation files with the Securities and Exchange Commission. F.N.B. Corporation undertakes no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this press release.

# # #

Analyst/Institutional Investor Contact:
Frank Milano 203-682-8343
frank.milano@icrinc.com

Media Contact:
Jennifer Reel 724-983-4856
724-699-6389 (cell)

EX-99.2

Exhibit 99.2

Right Choice, Right Here, Right Now.

First National Bank
Relationship Built on Trust and Integrity

With 224 community bank offices located throughout 35 counties in Pennsylvania and eastern Ohio, First National Bank provides big bank products and services in a super community-bank way.

F.N.B. Corporation has $8.7 billion in assets and has been growing strong since 1864. Headquartered in Hermitage, PA, F.N.B. is a community-focused diversified financial institution operating banking, wealth management, insurance, leasing, and financing companies in Pennsylvania, Ohio, and Tennessee, along with loan production offices in Florida.

“We exist to help our customers achieve economic success and financial security by building enduring relationships based on trust and integrity. We are dedicated to enhancing the lives and the communities that we serve.”

Stephen J. Gurgovits, President & C.E.O.
F.N.B. Corporation

FNB is Well Capitalised per Regulatory Standards STRENGTH & STABILITY FNB Fast Facts » Deposits are FDIC insured; customers can be confident their deposits are safe. » F.N.B. Corporation is a diversified financial services company that provides high quality solutions to individuals

and business clients. » Consistently ranked in the top quartile of peers, F.N.B. is a publicly traded company on the NYSE (FNB). » F.N.B. has diversified lines of business to meet all consumer and business financial needs including banking, wealth management, consumer finance, insurance, merchant banking, and leasing. » With an excellent record of regulatory compliance and corporate governance, F.N.B. is federally regulated and has a proven history of enterprise risk management focused on safe and sound operations. F.N.B. remains disciplined and consistent to ensure strong asset quality and outstanding credit culture. » Experience. F.N.B. has an experienced and knowledgeable board consisting of fourteen independent Directors, seven of which are former financial services executives and three who are involved as financial service investors. F.N.B. is led by an experienced management team and over 2,500 dedicated employees.

800-555-5455 www.fnb-online.com NYSE: FNB Equal Housing Lender, Member, FDIC