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): March 18, 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 5.02.  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

     On March 18, 2009, the F.N.B. Corporation Compensation Committee (the “Committee”) approved the award of performance and service-based awards to the Corporation’s Chief Financial Officer and other certain executive officers named in the Compensation Discussion and Analysis included in F.N.B. Corporation’s (“Corporation”) proxy statement for its annual meeting of shareholders held in 2008 (the Named Executive Officers). The Committee granted awards in the following amounts which, in accordance with the requirements of the American Recovery and Reinvestment Act of 2009, if determined to be less than 1/3 of each of the Named Executive Officer’s annual compensation, consisting of each Named Executive Officer’s 2008 W-2 compensation and the value of the awards:

	Number of Restricted	Number of Restricted
	Stock Units Awarded	Stock Units Awarded
Named Executive Officer	Performance-Based	Service-Based
Brian Lilly	20,044	10,022
Vincent Calabrese	5,665	2,833
David Mogle	5,665	2,833

     These awards are made pursuant to the stockholder approved 2007 Incentive Compensation Plan (the Plan), a copy of which is on file with the SEC as Annex “A” to the Corporation’s 2007 proxy statement. The terms of the awards are materially the same as the awards granted in 2008. However, the Committee determined it appropriate to clarify the vesting measure for the performance-awards as Return on Average Tangible Common Equity (“ROATCE”) instead of Return on Average Tangible Equity in order to insure consistency in performance measurements year over year.

     The service-based restricted stock awards are subject to the standard terms contained in the service-based restricted stock award agreement previously filed on July 19, 2007, under a Form 8-K by the Corporation and will vest on January 16, 2012, provided the Named Executive Officer remains continuously employed by the Corporation.

     In addition to the change noted above related to the performance-based awards, both the performance-based and time-based awards are subject to any vesting limitations imposed on the recipient as a result of the Company participating in the United States Treasury Capital Purchase Program.

     The foregoing discussion is qualified in its entirety by reference to the full text of the Plan and of the Performance-Award and Service-Based Award Agreements which are attached hereto as Exhibits 10.1 and 10.2, and incorporated by reference herein.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibits:

10.1	Form of Performance-Based Award Agreement for Named Executive Officers (pursuant to 2007 Incentive Compensation Plan).
10.2	Form of Service-Based Award Agreement for Named Executive Officers (pursuant to 2007 Incentive Compensation Plan).

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/Brian F. Lilly
Name:	Brian F. Lilly
Title:	Chief Financial Officer (Principal Financial Officer)

Dated: March 24, 2009

EX-10.1

Exhibit 10.1

F.N.B. CORPORATION

RESTRICTED STOCK UNIT AWARD AGREEMENT
(Pursuant to 2007 Incentive Compensation Plan)

     This Restricted Stock Unit Award Agreement (the “Agreement”) is between ________________________ (“Participant”) and F.N.B. Corporation (“F.N.B.”) and sets forth the terms and conditions of the award of Restricted Stock Units granted to Participant on March 18, 2009 (“Grant Date”) by the Compensation Committee of the Board of Directors (the “Committee”) of F.N.B. pursuant to the terms of the 2007 Incentive Compensation Plan (the “Plan”). The terms of the Plan are incorporated herein by reference, including the definitions of terms contained in the Plan. Unless the context indicates otherwise, all references in this Agreement to “F.N.B.” shall mean F.N.B. and its direct and indirect subsidiaries and affiliates.

RECITALS

     WHEREAS, F.N.B.’s Board and shareholders have adopted and approved the F.N.B. Corporation 2007 Incentive Compensation Plan (“Plan”); and

     WHEREAS, F.N.B. intends to award certain management employees for F.N.B.’s long term performance which is designed to deliver total shareholder return by combining an attractive dividend yield with earnings per share growth for the purpose of attaining a corresponding share price appreciation; and

     WHEREAS, F.N.B. believes these awards will align management’s interest with those of the shareholders; and

     WHEREAS, the Participant has accepted the grant of the Restricted Stock Units and agree to the terms and conditions stated below:

Section 1. Purpose. The purpose of this award is to align Participant’s interest with that of F.N.B. shareholders by attaining total shareholder return through a combination of an attractive dividend yield and earnings per share growth over the performance period, which is consistent with F.N.B.’s investment thesis of achieving total shareholder return of nine to twelve percent.

Section 2. Restricted Stock Unit Award. Subject to the provisions of this Agreement and the provisions of the Plan, F.N.B. hereby grants to Participant ___________________ Restricted Stock Units (the “Target Amount”) provided that the applicable Vesting Requirements described in 3(a)(i)(1), (2) and (3) of this Agreement have been met. These Restricted Stock Units are notational units of measurement denominated in shares of F.N.B. common stock (i.e., one restricted stock unit is equivalent to one share of F.N.B. common stock). The Restricted Stock Units represent an unfunded, unsecured deferred compensation obligation of F.N.B.

Section 3. Vesting.

(a) All, a portion, a multiple or none of Participant’s Target Amount will vest subject to the following terms and conditions:

(i) Time and Performance Requirements. Subject to the forfeiture and accelerated vesting provisions set forth in Section 4 hereof, and the provisions concerning vesting of the Restricted Stock Units described in Section 14 hereof pertaining to executive compensation restrictions under the United States Treasury Department’s Capital Purchase Program (“CPP”), the Target Amount shall become vested in shares of F.N.B. common stock and shall become deliverable in the amount described in Section 3(b) hereof (provided such

delivery is otherwise in accordance with federal and state laws) to the Participant on March 1, 2013 (“Vesting Date”), provided each of the following three vesting requirements set forth in Section 3(a)(i)(1), (2) and (3) below, are satisfied, which shall hereinafter be referred to as the “Vesting Requirements.”

(1)	Service Requirement. Participant remains continuously employed by F.N.B. from the Grant Date through the Vesting Date; and
(2)	First Performance Trigger. F.N.B.’s relative return on average tangible common equity (“ROATCE”), as calculated under Section 3(c)(i) herein, during the four year period beginning on January 1, 2009, and ending on December 31, 2012 (the “Performance Period”), is greater than or equal to the 50th percentile of the peer financial institutions’ (identified in Schedule 1 attached hereto and hereinafter referred to as the “Peer Financial Institutions”) ROATCE during the Performance Period as approved by the Committee on January 21, 2009 (“ROATCE Performance Goal”); and
(3)	Second Performance Trigger. F.N.B.’s diluted earnings per share growth during the Performance Period (“F.N.B. EPS Growth”) is greater than zero, and at or above the 20th percentile of the Peer Financial Institutions’ diluted earnings per share growth (Peer Financial Institutions’ EPS Growth”) during the Performance Period, as calculated under Section 3(c)(ii) herein.

(b) Determination of Vested Restricted Stock Units Award Amount. Provided the Vesting Requirements are met, the number of the Participant’s Restricted Stock Units that will become vested on the Vesting Date will be determined as follows:

(i)	Maximum. If F.N.B.’s EPS Growth is at or above the 60th percentile of the Peer Financial Institutions’ EPS Growth during the Performance Period, then the vested amount shall be 1.75 times the Target Amount (“Maximum Amount”);
(ii)	Target. If F.N.B.’s EPS Growth is at the 35th percentile of the Peer Financial Institutions’ EPS Growth during the Performance Period, then the vested amount shall be the Target Amount;
(iii)	Threshold. If F.N.B.’s EPS Growth is at the 20th percentile of the Peer Financial Institutions’ EPS Growth during the Performance Period, then the vested amount shall be 0.5 times the Target Amount (“Threshold Amount”); and
(iv)	Interpolation Between Levels. For amounts between the Threshold and Target levels or between the Target and Maximum levels, straight line interpolation, rounded up to the next whole share, will be used to determine the number of Restricted Stock Units that shall vest on the Vesting Date. For purposes of this Agreement, the amount of the Participant’s award that vests under the calculation set forth under this Section 3(b) of the Agreement shall be referred to herein as the “Award Amount.”

(c) Financial Performance Measurements.

(i) F.N.B. ROATCE. For purposes of this Agreement, the calculation of F.N.B.’s ROATCE for the Performance Period shall be computed by taking the average of F.N.B.’s ROATCE for each year in the Performance Period and comparing that to the average ROATCE for

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the Peer Financial Institutions for each year in the Performance Period. ROATCE is calculated for each year in the Performance Period by taking net income available to common shareholders and adding back the after-tax effect of the amortization of acquisition-related intangible assets, divided by average common shareholders’ equity minus average acquisition-related intangible assets;

(ii)

F.N.B. and Peer Financial Institutions’ EPS. For purposes of this Agreement, the calculation of F.N.B.’s earnings per common share growth for the four-year Performance Period shall be computed by calculating the compounded annual growth rate for F.N.B.’s earnings per common share using 2008 earnings per common share as the base amount and 2012 earnings per common share as the achieved amount and comparing this result to the same calculation for the Peer Financial Institutions.

Section 4. Forfeiture; Termination of Employment; and Accelerated Vesting of Restricted Stock Units. Upon the effective date of the termination of Participant’s employment with F.N.B., the Restricted Stock Units shall immediately be forfeited and returned to F.N.B. by the administrator of this award program without consideration or future action being required of the Company; except that notwithstanding the foregoing, in the event such termination is a result of the following circumstances:

(a)	Death. The Target Amount shall automatically vest (to the extent this award has not been previously forfeited) and become payable in accordance with Section 7 hereof immediately upon Participant’s death between the Grant Date and the Vesting Date.
(b)	Disability. Provided the Vesting Requirements, except for the service requirement set forth at Section 3(a)(i)(1) hereof, have been met, the Participant shall be entitled to vesting on the Vesting Date in an amount not less than the pro rata amount of the Award Amount for the number of full months of the Performance Period (Participant shall be credited with working the full months of January, February and March 2009) the Participant worked before the Participant became a “Disabled Participant” (as defined in the Plan) as a portion of the total number of months (including January, February and March 2009) in the Performance Period. The number of Restricted Stock Units the Participant is entitled to have vest as a result of becoming a “Disabled Participant” and payable in accordance with Section 7 hereof, shall be calculated by multiplying the Award Amount by the fraction, the numerator of which is the number of full months (including credit for the full months of January, February and March 2009) the Participant worked during the Performance Period before the date Participant became a “Disabled Participant,” and the denominator of which is forty-eight (48), representing the total number of months in the Performance Period.
(c)	Early Retirement. Provided the Vesting Requirements have been met, except for the service requirement set forth at Section 3(a)(i)(1) hereof, the Participant shall be entitled to vesting on the Vesting Date of not less than the pro rata amount of the Award Amount, payable in accordance with Section 7 hereof, for the number of full months of the Performance Period (Participant shall be credited with working the full months of January, February and March 2009) during which Participant remained employed until the effective date of the Participant’s “Early Retirement,” as this term is defined in the Plan (i.e., from the Grant Date to the actual date of the Participant’s Early Retirement). The number of Participant’s Restricted Stock Units that Participant is entitled to have vest under this Agreement upon Participant’s “Early Retirement” shall be calculated by multiplying the Award Amount by the fraction, the numerator of which is the number of full months the Participant worked during the Performance Period before the Participant’s actual Early Retirement date, and the denominator of which is forty-eight (48), representing the total number of months in the Performance Period.
(d)	Normal Retirement. The service vesting requirement set forth under Section 3(a)(i)(1) of this Agreement shall be waived upon Participant’s “Normal Retirement” (as that term is defined in the Plan) in a

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calendar year other than the calendar year in which the award of the Restricted Stock Units was made to the Participant and Participant’s award shall be entitled to vest on the Vesting Date in the Award Amount, and payable in accordance with Section 7 hereof, provided the performance vesting requirements set forth at Section 3(a)(i)(2) and (3) are met; except, however, if Participant’s “Normal Retirement” occurs in calendar year in which the Restricted Stock Units were granted to Participants, the amount that shall vest on the Vesting Date will be pro rated by multiplying the Award Amount by the fraction, the numerator of which is the actual number of full months the Participant worked in calendar year 2009 prior to the effective date of Participant’s “Normal Retirement” (including credit for the full months of January, February and March 2009) and the denominator of which is forty-eight (48), representing the total number of months in the Performance Period.

(e)

Accelerated Vesting — Change in Control or Sale.

(i)	Participant is an Employee of F.N.B. Corporation or First National Bank of Pennsylvania (“Bank”). In the event a “Change in Control” (as defined in the Plan) of F.N.B. Corporation or the Bank occurs, prior to the Vesting Date and the Participant has remained continuously employed by F.N.B., since the Grant Date, the Target Amount shall immediately vest and be payable in accordance with Section 7 hereof.
(ii)	Participant is an Employee of Non-Bank Affiliate. If prior to the Vesting Date, the Participant is employed by a non-bank affiliate or subsidiary of F.N.B, and the Participant has remained continuously employed by the non-bank affiliate or subsidiary, or by the Bank or by F.N.B., the Participant shall be entitled to immediate vesting on the date of the sale of all or substantially all of the common stock or assets (“Sale”) of the non-bank affiliate of not less than the pro rata amount of the Target Amount for the number of full months of the Performance Period (Participant shall be credited with working the full months of January, February and March 2009) the Participant was employed before the effective date of the Sale of the non-bank affiliate. The amount of Participant’s Target Amount that shall vest under this Agreement upon the Sale of the non-bank affiliate which employs Participant shall be calculated by multiplying the Target Amount by the fraction, the numerator of which is the number of full months the Participant worked in the Performance Period up to the Sale date, (Participant shall be credited with working the full months of January, February and March 2009), and the denominator of which is forty-eight (48), representing the total number of months in the Performance Period.
(iii)	Termination of Employment While Change in Control Pending. For purposes of this Agreement, the termination of the Participant’s employment without “Cause” (as defined in the Plan), following execution of a definitive agreement contemplating a “Change in Control” of F.N.B. or the Bank, prior to the consummation date of the “Change in Control” or such Sale, shall immediately result in full vesting at the Target Amount. In the event the Participant is an employee of a non-bank affiliate or subsidiary of F.N.B. and such Participant’s employment is terminated without “Cause” while a Sale of such non-bank affiliate or subsidiary is pending, then the Restricted Stock Units shall vest in a pro rata amount for each full month up to the effective date of the Sale.

Section 5. Restrictions. The Restricted Stock Units shall be subject to the following restrictions:

(a) Restrictions on Transfer. The Restricted Stock Units may not be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to F.N.B. as a result of forfeiture of the units as provided herein and except by beneficiary designation, will or by laws of descent and distribution upon the Participant’s death.

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(b)	No Voting Rights. The Restricted Stock Units granted pursuant to this Agreement, whether or not vested, will not confer any voting rights upon the Participant, unless and until the Restricted Stock Units are paid to Participant in shares of F.N.B. common stock.
(c)	Restricted Stock Units Subject to the Plans. The Restricted Stock Units awarded under the Agreement are subject to the terms of the Plan. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, the Plan will govern and prevail.

Section 6. Dividend Equivalents. Any dividend paid in cash on the shares of the F.N.B. common stock between the Grant Date and the date the Award Amount is paid to Participant under Section 7 hereof shall not be paid currently, but subject to the vesting requirements described herein, shall be converted into additional Restricted Stock Units and delivered to Participant in accordance with Section 7 hereof. Any Restricted Stock Units resulting from the conversion of these dividend amounts (“Dividend Units”) will be considered Restricted Stock Units for purposes of this Agreement and will be subject to all the terms, conditions and restrictions set forth herein. The Dividend Units shall be made in whole and/or fractional Restricted Stock Units and shall be based on the “Fair Market Value” (as defined in the Plan) of the shares of F.N.B. common stock on the date of payment of any such dividend. All Dividend Units shall be subject to the same vesting requirements applicable to previously held Restricted Stock Units in respect of which they were credited and shall be payable in accordance with Section 7 of this Agreement.

Section 7. Payment of Vested Restricted Stock Units. Payment of Vested Restricted Stock Units shall be made within thirty (30) days of the Vesting Date following satisfaction of the Vesting Requirements or within thirty (30) days of an accelerated vesting event described in Section 3 herein. The Restricted Stock Units shall be paid in shares of F.N.B. common stock, after deduction of applicable minimum statutory withholding taxes as determined by F.N.B.

Section 8. Adjustments and Significant Events.

(a)

Adjustments. The Committee shall have the authority to make equitable adjustments to the Restricted Stock Units in recognition of unusual or non-recurring events affecting F.N.B. or the financial statements of F.N.B. in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles. Additionally, the Restricted Stock Units awarded under this Agreement shall be subject to the provisions of Section 2.6 of the Plan relating to adjustments for changes in corporate capitalization.

(b)

Significant Events. In accordance with the terms of the Plan the Committee may determine the occurrence of a “significant event” which the Committee expects to have a substantial effect on the measurement of F.N.B.’s ROATCE Performance Goal or F.N.B.’s EPS Growth specified in this Agreement and therefore, the Committee has sole discretion to establish a revised F.N.B. ROATCE or F.N.B. EPS Growth measurement or other performance measurement as it shall deem necessary and equitable for purposes of maintaining the objective of the Award Amount award contemplated by this Agreement. Such modification of the performance measurements specified in this Agreement by the Committee shall ensure that the F.N.B.’s ROATCE Performance Goal or the earnings per common share measurements described in Section 3(c)(ii) hereof, or establishment of new performance measurements shall in no event be detrimental to the Participant and shall be consistent with any adjustment to the Company’s capital structure during the Performance Period. Such “significant events” contemplated herein may include, but not be limited to, capital raises, stock splits, stock buybacks, sale of business units, business restructuring charges, merger related costs, non-recurring activities, and other comparable events.

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Section 9. No Right of Employment. Nothing in this Agreement shall confer upon the Participant any right to continue as an employee of F.N.B. nor interfere in any way with the right of F.N.B. to terminate the Participant’s employment at any time or to change the terms and conditions of such employment.

Section 10. Participant Bound by Plan. The Participant hereby acknowledges receipt of an e-mail from the Company which includes attachments containing copies of (a) the Plan and (b) the Prospectus relating to the Plan in connection with the registration of F.N.B. common stock under the Securities Act of 1933, as amended, and the Participant agrees to be bound by all the terms and provisions thereof. The Participant may receive a free hard copy of these Plan prospectus documents by requesting a copy from the Company Human Resources Department. To the extent of any inconsistency between the terms of this Agreement and the terms of the Plan, the latter shall govern. All capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Plan.

Section 11. Notices. Any notice hereunder to the Company shall be addressed to it at its office, F.N.B. Corporation, 3015 Glimcher Blvd., Hermitage, Pennsylvania 16148, c/o Human Resources Department, and any notice hereunder to the Participant shall be addressed to him/her at his/her address provided to the Company from time to time, subject to the right of either party to designate at any time hereafter in writing some other address.

Section 12. Construction and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania, without giving effect to principles of conflict of laws. All headings in this Agreement have been inserted solely for convenience of reference only, are not to be considered a part of this Agreement, and shall not affect the interpretation of any of the provisions of this Agreement. In the event of any dispute or claim relating to or arising out of this Agreement, the Participant and the Company agree that all such disputes shall be fully and finally resolved by binding arbitration conducted by the American Arbitration Association (“AAA”) in Mercer County, Pennsylvania in accordance with the AAA’s National Rules for the Resolution of Employment Disputes. The Participant acknowledges that by accepting this arbitration provision he/she is waiving any right to a jury trial in the event of a covered dispute. The arbitrator may, but is not required, to order that the prevailing party shall be entitled to recover from the losing party its attorneys’ fees and costs incurred in any arbitration arising out of this Agreement.

Section 13. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

Section 14. Capital Purchase Program. During the period F.N.B. remains subject to the CPP executive compensation limitations, restrictions and prohibitions (“CPP Requirements”), Participant’s Shares which qualify to vest under Section 2 hereof shall vest to the fullest extent permitted under the CPP; except that notwithstanding the foregoing, in the event a portion or all of Participants’ Shares are not permitted to fully vest as a result of the CPP Requirements, any forfeiture or lapse of the Shares which may result therefrom shall be immediately tolled and the Shares shall vest on the seventh (7^th) calendar day (or the next business day if this date falls on a weekend or federal holiday) after the CPP Requirements no longer apply to the Participant.

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IN WITNESS WHEREOF, F.N.B. Corporation has caused this Restricted Stock Unit Award Agreement to be executed on its behalf by its authorized officer and the Participant has executed this Restricted Stock Unit Award Agreement, both as of the day and year first above written.

F.N.B. CORPORATION
By:
	Stephen J. Gurgovits

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EX-10.2

Exhibit 10.2

F.N.B. CORPORATION

RESTRICTED STOCK AGREEMENT
(Pursuant to 2007 Incentive Compensation Plan)

     This Restricted Stock Award Agreement (the “Agreement”) is made and entered into effective as of March 18, 2009 (the “Award Date”) between F.N.B. CORPORATION, a Florida corporation (the “Company”), and _________________ (the “Employee”).

W I T N E S S E T H T H A T:

     WHEREAS, at a meeting of the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) held on the Award Date, the Committee, pursuant to the F.N.B. Corporation 2007 Incentive Compensation Plan (the “Plan”), awarded to certain employees of the Company, employees of First National Bank of Pennsylvania (the “Bank”) and employees of other non-Bank Affiliates (the term “Affiliates” is defined in the Plan), shares of the Company’s Common stock, par value $0.01 per share (the “Stock”);

     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and intending to be legally bound hereby, each of the parties covenants and agrees as follows:

     1. Award of Restricted Stock. Subject to the terms and conditions of the Plan and this Agreement, the Company, pursuant to the Plan, which is incorporated herein by reference thereto and made a part hereof as though set forth in full herein (refer to Section 5 herein for a copy of the Plan), hereby confirms the award to the Employee, on the date first written above, of an aggregate of ____________ shares of Stock (the “Shares”).

     2. Terms and Conditions. The award of Shares to the Employee is subject to the following terms and conditions:

     (a) Vesting and Forfeiture. The Employee’s right to the Shares will vest (together with all dividends and/or shares of stock purchased on account of such Shares under the Company Dividend Reinvestment and Voluntary Stock Purchase Plan (“DRP”)) and the Shares will become freely transferable, subject to Section 9 hereof which describes the vesting restrictions and limitations which apply if Employee is subject to the executive compensation requirements as a result of F.N.B.’s participation in the United States Treasury Department’s Capital Purchase Program (“CPP”) and, provided, the Employee has been continuously employed by the Company from the Award Date through the earlier of, January 16, 2012 (“Vesting Date”), or upon accelerated vesting of the Shares pursuant to Section 2(b), (c) and (d) hereof. For purposes of this Agreement, the period between the Award Date and the Vesting Date shall be referred to as the “Vesting Period.”

     (b) Accelerated Vesting — Change in Control or Sale. In the event of a “Change in Control,” as defined in the Plan, prior to the Vesting Date, if the Employee has remained continuously employed by Company, Bank or non-Bank Affiliate since the Award Date, the restrictions on the Shares shall lapse and all of the Shares (references to “Shares” in this Agreement

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shall also include all dividends and/or shares of Stock purchased under the DRP on account of such Shares) shall immediately vest. All restrictions on the Shares shall lapse and such Shares shall vest immediately upon the sale of all or substantially all of the common stock or assets (a “Sale”) of the Bank prior to the Vesting Date, provided the Employee remains continuously employed by the Bank, the Company or non-Bank Affiliate. In the event of a Sale of a non-Bank Affiliate which employed the Employee on the date the Sale occurs and the Employee has been continuously employed by the Affiliate, Company or Bank since the Award Date, the Shares shall vest in an amount not less than the pro rata amount of the Shares awarded under this Agreement for the period from the Award Date to the consummation date of the Sale of the non-Bank Affiliate as calculated by taking the number of Shares times the fraction, the numerator of which is the actual number of full months the Employee worked from the Award Date (Employee shall be credited with working the full month of March 2009) to the consummation date of the Sale of the non-Bank Affiliate, and the denominator of which is thirty-four (34), representing the number of full months (including March 2009) in the Vesting Period. (By way of example and for avoidance of doubt, if the non-Bank Affiliate is sold on August 1, 2010, the Employee would be entitled to vesting of one-half of the Shares (17 months worked/34 months total in the Vesting Period) under this Agreement).

     (c) Termination While Change in Control is Pending. For purposes of this Agreement the termination of the Employee without “Cause” (as defined in the Plan), following execution of a definitive agreement contemplating a “Change in Control” or Sale of the Bank or non-Bank Affiliate, prior to the consummation date of the “Change in Control” shall result in the full vesting of the Shares or in the case of the Sale of a non-bank affiliate, pro rata vesting for the period of time the Employee worked between the Award Date and the consummation date of such Sale of a non-Bank Affiliate of the Shares on the consummation date of a “Change in Control” or such Sale.

     (d) Termination of Employment; Forfeiture or Acceleration of Shares. Upon the effective date of the termination of Employee’s employment with the Company, the Bank, or a non-Bank Affiliate, all Shares then subject to a risk of forfeiture shall immediately be forfeited and returned to the Company by the administrator of the DRP without consideration or further action being required of the Company; except in the event such termination is a result of the following circumstances:

(1)	Death. The restrictions on the Shares shall lapse and the Shares shall automatically vest immediately as a result of Employee’s death during the Vesting Period.
(2)	Disability. The restrictions on the Shares shall lapse and the Shares shall automatically vest immediately as a result of Employee becoming a “Disabled Participant” (as that term is defined in the Plan) during the Vesting Period.
(3)	Early Retirement. The Employee shall be entitled to vesting of not less than the pro rata amount of the Shares for the number of full months of the Vesting Period (Employee shall be credited with working the full month of March 2009) during which Employee remained employed until the actual date of the Employee’s “Early Retirement,” as this term is defined in the Plan (from the Award Date to the actual date of the Employee’s Early Retirement). The number of Employee’s Shares that shall vest under this Agreement upon Employee’s “Early Retirement” shall be calculated by multiplying the Shares by the fraction, the numerator of which is the

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number of full months the Employee worked during the Vesting Period before the Employee’s actual Early Retirement date, and the denominator of which is thirty-four (34), representing the total number of months in the Vesting Period.

(4)

Normal Retirement. The service vesting requirement set forth under Section 2(a) of this Agreement shall be waived upon Employee’s “Normal Retirement” (as that term is defined in the Plan) in a calendar year other than the calendar year in which the Shares were awarded to Employee and Employee’s Shares shall be entitled to vest on the Vesting Date except, however, if Employee’s “Normal Retirement” occurs in the same calendar year in which the Shares were awarded to Employee, the amount of Shares that shall vest on the Vesting Date will be pro rated by multiplying the Shares by the fraction, the numerator of which is the actual number of full months the Employee worked in calendar year 2009 prior to the effective date of Employee’s “Normal Retirement” (including credit for the full month of March 2009) and the denominator of which is thirty-four (34), representing the total number of months in the Vesting Period.

     (e) Enrollment of Shares in DRP. All Shares shall be enrolled in the Employee’s name in the Company’s DRP and must remain enrolled in the DRP throughout the Vesting Period applicable to such Shares. On the date on which the transfer restrictions on any Shares lapse, the Company shall notify the DRP Administrator as to the name of the Employee and the number of the Employee’s Shares as to which the restrictions have lapsed. The Employee shall be entitled to exercise all rights to the unrestricted Shares, including the right to withdraw such Shares from the DRP, in accordance with the terms of the DRP. On the Vesting Date the Company shall require Employee to remit to the Company an amount sufficient to satisfy any tax withholding requirements prior to the delivery or sale of any certificate for the unrestricted Shares, or the Company shall withhold an appropriate amount from the unrestricted Shares to be delivered or sold sufficient to satisfy all or a portion of such tax withholding requirements.

     (f) Voting and Dividend Rights. The Employee shall have full voting rights with respect to all Shares, including the Shares that have not yet vested, unless and until such Shares are forfeited to the Company. In addition, the Employee shall have full cash and stock dividend rights with respect to all Shares; provided that (i) all such dividends or other distributions as to Shares enrolled in the DRP shall be credited to the Employee’s account in the DRP and, in the case of cash dividends, used to purchase shares of Stock pursuant to the DRP; and (ii) all Shares credited to the Employee as a result of such cash or stock dividends shall be subject to the same restrictions on transferability and the same risk of forfeiture as the Shares that are the basis for the dividend.

     (g) Transfer Restrictions. The Employee may not transfer any Shares awarded hereunder during the Vesting Period applicable to such Shares, that is, until the Employee’s right to such Shares has vested and such Shares are no longer subject to a risk of forfeiture. The Employee may, from time to time, name any beneficiary or beneficiaries to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all of such benefit. Each designation will revoke all prior designations by the Employee, shall be in a form prescribed by the Committee and will be effective only when filed by the Employee in writing with the Company during his or her lifetime. In the absence of any such designation, benefits remaining unpaid at the Employee’s death shall be paid to his or her estate, subject to the terms of the Plan.

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     (h) No Right to Continued Employment. This Agreement shall not confer upon the Employee any right with respect to continuance of employment by the Company or an Affiliate, nor shall it interfere in any way with the right of his/her employer to terminate his/her employment at any time.

     (i) Compliance With Laws and Regulations. The award of Shares evidenced hereby shall be subject to all applicable federal and state laws, rules, and regulations and to such approvals by any government or regulatory agency as may be required. The Company shall not be required to issue or deliver any certificates for shares of stock prior to (i) the listing of such shares on any stock exchange on which the Stock may then be listed and (ii) the effectiveness of any registration statement with respect to such shares that counsel for the Company deems necessary or appropriate.

     3. Investment Representation. The Committee may require the Employee to furnish to the Company, prior to the issuance of any Shares, an agreement (in such form as the Committee may specify) in which the Employee represents that the Shares acquired by him or her are being acquired for investment and not with a view to the sale or distribution thereof.

     4. Withholding. The Company, the Bank, or the Affiliate that employs the Employee shall make appropriate withholdings, if any, from his/her compensation for federal, state and local taxes payable as a result of the award or vesting of Shares evidenced hereby.

     5. Employee Bound by Plan. The Employee hereby acknowledges receipt of an e-mail from the Company which includes attachments containing copies of (a) the Plan, (b) the Prospectus relating to the Plan in connection with the registration of the Shares under the Securities Act of 1933, as amended, and (c) the Company’s current Prospectus relating to the DRP, and the Employee agrees to be bound by all the terms and provisions thereof. The Employee may request a hard copy of these documents by requesting a copy from the Company’s Human Resources Department. To the extent of any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan shall govern. All capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Plan.

     6. Notices. Any notice hereunder to the Company shall be addressed to it at its office, Attention: F.N.B. Corporation, 3015 Glimcher Blvd., Hermitage, Pennsylvania 16148, c/o Human Resources Department, and any notice hereunder to the Employee shall be addressed to him/her at his/her address provided to the Company from time to time, subject to the right of either party to designate at any time hereafter in writing some other address.

     7. Construction and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania, without giving effect to principles of conflict of laws. All headings in this Agreement have been inserted solely for convenience of reference only, are not to be considered a part of this Agreement, and shall not affect the interpretation of any of the provisions of this Agreement. In the event of any dispute or claim relating to or arising out of this Agreement, the Employee and the Company agree that all such disputes shall be fully and finally resolved by binding arbitration conducted by the American Arbitration Association (“AAA”) in Mercer County, Pennsylvania in accordance with the AAA’s National Rules for the Resolution of Employment Disputes. The Employee acknowledges that by accepting this arbitration provision he is waiving any right to a jury trial in

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the event of a covered dispute. The arbitrator may, but is not required, to order that the prevailing party shall be entitled to recover from the losing party its attorneys’ fees and costs incurred in any arbitration arising out of this Agreement.

     8. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

     9. Capital Purchase Program. During the period F.N.B. remains subject to the CPP executive compensation limitations, restrictions and prohibitions (“CPP Requirements), Employee’s Shares which qualify to vest under Section 2 hereof shall vest to the fullest extent permitted under the CPP; except that notwithstanding the foregoing, in the event a portion or all of Employee’s Shares are not permitted to fully vest as a result of the CPP Requirements, any forfeiture or lapse of the Shares which may result therefrom shall be immediately tolled and the Shares shall vest on the seventh (7^th) day (or the next business day if this date falls on a weekend or federal holiday) after the CPP Requirements no longer apply to the Employee.

     IN WITNESS WHEREOF, F.N.B. Corporation has caused this Restricted Stock Award Agreement to be executed on its behalf by its authorized officer and the Employee has executed this Restricted Stock Award Agreement, both as of the day and year first above written.

F.N.B. CORPORATION
By:
	Stephen J. Gurgovits

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