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.”), a Florida corporation, and sets forth the terms and conditions of the award of Restricted Stock Units granted to Participant on March 21, 2012 (“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. as amended (the “Plan”). The terms of the Plan are incorporated herein by reference, including the definitions of terms contained in the Plan. Unless otherwise specified herein or the context indicates differently, 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 Plan; and

WHEREAS, the Restricted Stock Units granted by the Committee are intended to award certain management employees of F.N.B., First National Bank of Pennsylvania, F.N.B. Payroll Services, LLC and non-Bank Affiliates (the term “Affiliate” is defined in the Plan) 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 total shareholder return;

WHEREAS, the preamble recitals to this Agreement are incorporated into and made part of this Agreement; 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 agrees 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”) which shall become vested in shares of F.N.B. common stock in an amount as determined under Section 3(b) and (c) hereof provided that the applicable Vesting Requirements described in 3(a)(i)(1) and (2) 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).

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)

Service and Performance Requirements . Subject to the forfeiture and accelerated vesting provisions set forth in Section 4 hereof, 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(c) hereof (provided such delivery is otherwise in accordance with federal and state laws) to the Participant on March 1, 2016 (“Vesting Date”), provided each of the following two vesting requirements set forth in Section 3(a)(i)(1) and (2) below, are satisfied, which shall both hereinafter be referred to as the “Vesting Requirements,” or individually as the “Vesting Requirement.”

(1)

Service Requirement . Participant remains continuously employed by F.N.B. from the Grant Date through the Vesting Date; and

(2)

Performance Requirement . F.N.B.’s relative return on average tangible common equity (“ROATCE”), as calculated under Section 3(b)(i) herein, during the four-year period beginning on January 1, 2012, and ending on December 31, 2015 (the “Performance Period”), is greater than or equal to the 25 th 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 March 21, 2012 (“ROATCE Performance Goal”).

(b)  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 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 diluted earnings per common share growth percentile ranking for the four-year Performance Period shall be computed by calculating the compounded annual growth rate for F.N.B.’s diluted earnings per common share using $0.72 as the base amount and the 2015 diluted earnings per common share as the achieved amount (“EPS Growth”) and comparing this result to the same calculation for the Peer Financial Institutions.

(iii)

F.N.B. and Peer Financial Institution’s Dividend Payout Ratio . For purposes of this Agreement, the calculation of F.N.B.’s dividend payout ratio percentile ranking shall be computed by taking the average of F.N.B.’s dividend payout ratio for each year in the Performance Period and comparing that to the average dividend payout ratio for the Peer Financial Institutions for each year in the Performance Period (“Dividend Payout Ratio”). The Dividend Payout Ratio is calculated for each year in the Performance Period by taking the cash paid per common share and dividing by diluted earnings per common share.

(c)  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 based on EPS Growth and the Dividend Payout Ratio with 75% of the

award based on EPS Growth and 25% of the award based on the Dividend Payout Ratio. The determination of the vesting amount shall be calculated individually for each component of the award and will be based on the following scale:

(i)

Maximum Amount .

(1)

If the EPS Growth for F.N.B. during the Performance Period is at or above the 75 th percentile of the Peer Financial Institutions, then the vested amount shall be 1.75 times 75% of the Target Amount.

(2)

If the Dividend Payout Ratio for F.N.B. during the Performance Period is at or above the 75 th percentile of the Peer Financial Institutions, then the vested amount shall be 1.75 times 25% of the Target Amount.

(ii)

Target Amount .

(1)

If the EPS Growth for F.N.B. during the Performance Period is at the 50 th percentile of the Peer Financial Institutions, then the vested amount shall be 1.00 times 75% of the Target Amount.

(2)

If the Dividend Payout Ratio for F.N.B. during the Performance Period is at the 50 th percentile of the Peer Financial Institutions, then the vested amount shall be 1.00 times 25% of the Target Amount.

(iii)

Threshold Amount .

(1)

If the EPS Growth for F.N.B. during the Performance Period is at the 35 th percentile of the Peer Financial Institutions, then the vested amount shall be 0.5 times 75% of the Target Amount.

(2)

If the Dividend Payout Ratio for F.N.B. during the Performance Period is at the 35 th percentile of the Peer Financial Institutions, then the vested amount shall be 0.5 times 25% of the Target Amount.

(iv)

Interpolation Between Levels . For amounts between the Threshold Amount and Target Amount or between the Target Amount and Maximum Amount, straight line interpolation, rounded up to the next whole share, will be used for each individual performance measure 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(c) of the Agreement shall be referred to herein as the “Award Amount.”

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 2012) 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 2012) 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 2012) 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 . The Vesting Requirement set forth under Section 3(a)(i)(1) of this Agreement shall be waived upon the Participant’s “Early Retirement” (as that term is defined in the Plan) provided the Vesting Requirement under Section 3(a)(i)(2) is met and the Participant shall be entitled to vesting on the Vesting Date of not less than the pro rata amount of the Award Amount as determined under Section 3(c) hereof and payable in accordance with Section 7 of this Agreement, for the number of full months of the Performance Period (Participant shall be credited with working the full months of January, February and March 2012) 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 (including credit for the full months of January, February and March 2012), 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 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 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 Vesting Requirement set forth at Section 3(a)(i)(2) is met; except, however, if Participant’s “Normal Retirement” occurs in the 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 2012 prior to the effective date of Participant’s “Normal Retirement” (including credit for the full months of January, February and March 2012) and the denominator of which is forty-eight (48), representing the total number of months in the Performance Period.

(e)

A ccelerated Vesting — Change in Control or Sale .

(i)

Participant is an Employee of F.N.B. Corporation, First National Bank of Pennsylvania or F.N.B. Payroll Services, LLC . In the event a “Change in Control” (as defined in the Plan) of F.N.B. Corporation or the sale or transfer of 25% or more of the Bank’s voting securities to a non-affiliated entity occurs or the merger or consolidation of the Bank with a non-affiliated entity (“Bank Sale”) occurs prior to the Vesting Date and the Participant is employed by F.N.B., Bank or F.N.B. Payroll Services, LLC on the date of the consummation of the “Change in Control or Bank Sale, 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 the Participant is employed with a non-Bank Affiliate on the effective date of the sale of all or substantially all of the common stock or assets (“Sale”) of the non-Bank Affiliate to a non-Affiliate entity, the Participant shall be entitled to immediate vesting of 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 2012) the Participant was employed by F.N.B. 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 2011), 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) with F.N.B., Bank or F.N.B. Payroll Services, LLC, following execution of a definitive agreement contemplating a “Change in Control” of F.N.B. or a Bank Sale, but prior to the consummation date of the “Change in Control” or such Bank 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 (not including F.N.B. Payroll Services, LLC) 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 Participant’s each full month of employment 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.

(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 F.N.B. Corporation Dividend Reinvestment and Director Stock Purchase 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. Any dividends not paid in cash between the Grant Date and the date of the Award Amount shall be converted into additional Restricted Stock Units in accordance with the terms of the Plan.

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 Sections 3 and 4 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, F.N.B.’s EPS Growth or F.N.B.’s Dividend Payout Ratio specified in this Agreement and, therefore, the Committee has sole discretion to establish a revised F.N.B. ROATCE, F.N.B. EPS Growth, F.N.B. Dividend Payout Ratio or other performance measurement as it shall deem necessary and equitable for purposes of maintaining the objective of the Award Amount 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, F.N.B. EPS Growth or F.N.B. Dividend Payout Ratio described in Section 3(a)(2) and Section 3(c) 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.

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.

[Remainder of Page Left Intentionally Blank]

1

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: Vincent J. Delie, Jr.

Vincent J. Delie, Jr.

2

Exhibit 10.2

SECOND AMENDED AND RESTATED
CONSULTING AGREEMENT

This Second AMENDED AND RESTATED CONSULTING AGREEMENT (this “Agreement”) dated as of March 27, 2012 among F.N.B. Corporation, a Florida corporation having its principal place of business at One F.N.B. Boulevard, Hermitage, Pennsylvania 16148 (“FNB”), First National Bank of Pennsylvania, a national banking association having its principal place of business at One F.N.B. Boulevard, Hermitage, Pennsylvania 16148 (“FNB Bank”), and F.N.B. Payroll Services, LLC (“LLC”) and Stephen J. Gurgovits, an individual whose address is 591 Buhl Boulevard, Sharon, Pennsylvania 16146 (the “Consultant”).

WITNESSETH:

WHEREAS, FNB Bank is a wholly owned subsidiary of FNB and LLC is a wholly owned subsidiary of FNB Bank, (FNB, FNB Bank and LLC are collectively referred to as “Companies”); and

WHEREAS, on or about June 18, 2008, FNB and the Consultant entered into an Amended and Restated Consulting Agreement; and

WHEREAS, from June 2, 2009, through February 29, 2012, FNB employed the Consultant as Chief Executive Officer of FNB; and

WHEREAS, on or about February 22, 2012, FNB and the Consultant entered into the Second Amendment to the Amended and Restated Consulting Agreement; and

WHEREAS, the Companies desire to employ the Consultant to provide consulting services to the Companies, and the Consultant desires to provide for his rendering of consulting services to the Companies, all in accordance with the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties are entering into this Agreement to set forth and confirm their respective rights and obligations with respect to the services to be provided by the Consultant and to replace the Amended and Restated Consulting Agreement, as amended.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the Companies and the Consultant, intending to be legally bound hereby, mutually agree as follows:

Consulting Services and Term .

(i) Effective on March 1, 2012, (the “Effective Date”), the Companies shall employ the Consultant to provide consulting services to the Companies and the Consultant shall provide consulting services to the Companies in accordance with the terms and subject to the conditions set forth in this Agreement for a term (the “Term”) that shall commence on the Effective Date and, subject to paragraphs 1(b), 1(c) and 1(d), shall expire on the fifth anniversary of the Effective Date.

(ii) FNB, FNB Bank and LLC shall be jointly and severally liable to the Consultant with respect to all liabilities of each other to the Consultant under this Agreement provided, however, that none of FNB, FNB Bank or LLC shall be responsible for any liability of the other to the Consultant to the extent that such liability has been discharged by the other.

Unless otherwise provided in this Agreement or agreed by the Companies and the Consultant, all of the terms and conditions of this Agreement shall continue in full force and effect throughout the Term and, with respect to those terms and conditions that apply after the Term, after the Term.

Notwithstanding paragraph 1(a), the Companies, by action of their Boards of Directors (the “Boards”) and effective as specified in a written notice thereof to the Consultant in accordance with the terms of this Agreement, shall have the right to terminate the Consultant’s employment under this Agreement at any time during the Term, for Cause (as defined in this Agreement) or other than for Cause or on account of the Consultant’s death, subject to the provisions of this paragraph 1. As used in this Agreement, “Cause” shall mean (A) the commission by the Consultant of any activities constituting a violation or breach under any material federal, state or local law or regulation applicable to the activities of Companies, in each case, after notice thereof from the Companies to the Consultant and a reasonable opportunity for the Consultant to cease such failure, breach or violation in all material respects, (B) fraud, breach of fiduciary duty, dishonesty, misappropriation or other actions that cause intentional material damage to the property or business of Companies by the Consultant, (C) the Consultant’s inability to perform his duties under this Agreement in all material respects other than for physical or mental impairment or illness or (D) the Consultant’s admission or conviction of, or plea of nolo contendere to, any felony or any other crime referenced in Section 19 of the Federal Deposit Insurance Act that, in the reasonable judgment of the Boards, adversely affects FNB Bank’s or FNB’s reputation or the Consultant’s ability to carry out his obligations under this Agreement.

The Consultant shall have the right to terminate his employment under this Agreement at any time during the Term hereof for Good Reason or without Good Reason. As used in this Agreement, “Good Reason” shall mean a material breach by either Company of its respective obligations to the Consultant under this Agreement, which breach is not cured in all material respects to the reasonable satisfaction of the Consultant within 30 days, in each case following written notice thereof from the Consultant to the Companies, which notice shall be provided within 90 days of the initial existence of the breach.

Termination Obligations.

(i) If (A) the Companies terminate the employment of the Consultant under this Agreement for any reason other than Cause or the death of the Consultant or (B) the Consultant terminates his employment under this Agreement for Good Reason, the Companies shall pay the Consultant’s annual fee for the remainder of the Term.

(ii) If (A) the Companies terminate the employment of the Consultant under this Agreement for Cause or (B) the Consultant terminates his employment under this Agreement for any reason other than Good Reason, the sole obligation of the Companies shall be to pay any accrued obligations under this Agreement to the Consultant.

(iii) The parties intend that this Agreement be drafted and administered in compliance with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), including, but not limited to, any future amendments to Code section 409A, and any other Internal Revenue Service (“IRS”) or other governmental rulings or interpretations (together, “Section 409A”) issued pursuant to Section 409A so as not to subject the Consultant to payment of interest or any additional tax under Code section 409A. The parties intend for any payments under subsection (i) above to either satisfy the requirements of Section 409A or to be exempt from the application of Section 409A, and this Agreement shall be construed and interpreted accordingly. In furtherance thereof, if payment or provision of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. In addition, to the extent that any IRS guidance issued under Section 409A would result in the Consultant being subject to the payment of interest or any additional tax under Section 409A, the parties agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such interest or additional tax under Section 409A, which amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by the Companies and the Consultant.

(iv) If a payment under paragraph 1(e)(i) above does not qualify as a short-term deferral under Section 409A or any similar or successor provisions, and the Consultant is a Specified Employee (as defined herein) as of his termination date, distributions to the Consultant may not be made before the date that is six months after the date of the termination date or, if earlier, the date of the Consultant’s death (the “Six-Month Delay”). Payments to which the Consultant would otherwise be entitled during the first six months following the termination date (the “Six-Month Delay Date”) will be accumulated and paid on the first day of the seventh month following the termination date. Notwithstanding the Six-Month Delay set forth in this paragraph 1(b)(vi):

(A) To the maximum extent permitted under Section 409A or any similar or successor provisions, during each month until the occurrence of the Six-Month Delay Date, the Companies will pay the Consultant an amount equal to the lesser of (I) the total monthly severance provided under paragraph 1(e)(i) above or (II) one-sixth of the lesser of (1) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which the Consultant’s date of termination occurs, and (2) the sum of the Consultant’s annualized compensation based upon the annual rate of pay for services provided to the Companies for the taxable year of the Consultant preceding the taxable year of the Consultant in which his termination date occurs, adjusted for any increase during that year that was expected to continue indefinitely if the Consultant had not had a termination date; provided that amounts paid under this sentence will count toward, and will not be in addition to, the total payment amount required to be made to the Consultant by the Companies under paragraphs 1(e)(i) and (ii); and

(B) To the maximum extent permitted under Section 409A or any similar or successor provisions, within ten days of the termination date, the Companies will pay the Consultant an amount equal to the applicable dollar amount under Code Section 402(g)(1)(B) for the year of the Consultant’s termination date; provided that the amount paid under this sentence will be inclusive of, and will not be in addition to, the total payment amount required to be made to the Consultant by the Companies under paragraph 1(b).

For purposes of this Agreement, “Specified Employee” has the meaning given that term in Section 409A or any similar or successor provisions. The Companies’ “specified employee identification date” as described in Section 409A will be December 31 of each year, and the Companies’ “specified employee effective date” as described in Section 409A or any similar or successor provisions will be February 1 of each succeeding year.

(a) In the event that the independent registered public accounting firm of either of the Companies or the IRS determines that any payment, coverage or benefit provided to the Consultant pursuant to this Agreement is subject to the excise tax imposed by Sections 280G or 4999 of the Code or any successor provision thereof or any interest or penalties incurred by the Consultant with respect to such excise tax, the Companies, within 30 days thereafter, shall pay to the Consultant, in addition to any other payment, coverage or benefit due and owing hereunder, an additional amount that will result in the Consultant’s net after tax position, after taking into account any interest, penalties or taxes imposed on the amounts payable under this paragraph 1(f), upon the receipt of the payments provided for by this Agreement be no less advantageous to the Consultant than the net after tax position to the Consultant that would have been obtained had Sections 280G and 4999 of the Code not been applicable to such payment, coverage or benefits. Except as otherwise provided in this Agreement, all determinations to be made under this paragraph 1(f) shall be made by tax counsel whose selection shall be reasonably acceptable to the Consultant and the Companies and whose fees and costs shall be paid for by the Companies.

(b) In the event that the independent registered public accounting firm of either of the Companies or the IRS determines that any payment, coverage or benefit due or owing to the Consultant pursuant to this Agreement is subject to the excise tax imposed by Section 409A of the Code or any successor provision thereof or any interest or penalties, including interest imposed under Section 409(A)(1)(B)(i)(I) of the Code, incurred by the Consultant as a result of the application of such provision, the Companies, within 30 days thereafter, shall pay to the Consultant, in addition to any other payment, coverage or benefit due and owing under this Agreement, an additional amount that will result in the Consultant’s net after tax position, after taking into account any interest, penalties or taxes imposed on the amounts paid under this paragraph 1(g), being no less advantageous to the Consultant than the net after tax position to the Consultant that would have been obtained had Section 409A of the Code not been applicable to such payment, coverage or benefits. Except as otherwise provided in this Agreement, all determinations to be made under this paragraph 1(g) shall be made by tax counsel whose selections shall be reasonably acceptable to the Consultant and the Companies and whose fees and costs shall be paid for by the Companies.

(c) Any notice of termination of this Agreement by the Companies to the Consultant or by the Consultant to the Companies shall be given in accordance with the provisions of paragraph 9.

(d) The Companies agree to reimburse the Consultant for the reasonable fees and expenses of the Consultant’s attorneys and for court and related costs in any proceeding to enforce the provisions of this Agreement in which the Consultant is successful on the merits.

Services of the Consultant .

The Consultant agrees to provide services to the Companies as assigned from time to time by the Chief Executive Officer or Executive Committee of FNB. Such services shall include participation in activities of bankers’ associations. The Consultant agrees to perform such services faithfully, diligently and to the best of the Consultant’s ability and the Companies shall have the right to direct the manner in which the Consultant provides his services under this Agreement. Except for travel normally incidental and reasonably necessary to the business of the Companies and the duties of the Consultant under this Agreement, the duties of the Consultant shall be performed from an office location not greater than 20 miles from Hermitage, Pennsylvania.

The parties intend that the Consultant shall render services under this Agreement as an employee of the Companies; however, Consultant shall not be elected or appointed as an officer of the Companies nor shall he be permitted to engage or participate in major policy making functions or decisions of the Companies and nothing herein shall be construed to be inconsistent with this relationship or status. The Consultant shall not be entitled to benefits paid by the Companies to their part-time employeesand will not be eligible to participate in the 401(k) Plan, or any similar qualified or non-qualified plans. The fees, benefits and other compensation paid to the Consultant pursuant to this Agreement shall be subject to and net of any federal, state or local taxes or contributions imposed under any employment insurance, social security, income tax or other tax law or regulation with respect to the Consultant’s performance of consulting services under this Agreement.

Fees .

As compensation for the Consultant’s services under this Agreement, the Companies shall pay the Consultant annual compensation in an amount equal to the sum of 50% of (i) the Base Salary as defined in the Amended and Restated Employment Agreement dated June 18, 2008, (the “Employment Agreement”) which has expired by its terms of the Executive for the year ending December 31, 2011, and (ii) an amount equal to that percentage of the amount set forth in clause (i) as is equal to the average percentage that the bonus (as defined in Sections 3(b)(i) and (ii) of the Employment Agreement) paid to the Executive for the years ending December 31, 2009, 2010 and 2011 bears to the Base Salary in fact paid to the Executive for the years ending December 31, 2009, 2010 and 2011. Such annual fee and bonus shall be paid in 12 equal monthly installments on the first day of each month.

From and after the Effective Date and throughout the Term:

The Companies shall provide the Consultant with an automobile at the Companies’ sole cost and expense. The automobile shall be replaced with a substantially equivalent automobile owned or leased by Companies in the future as shall be mutually agreed by the Consultant and the Compensation Committee of the Board. The Companies shall bear all gas, insurance, repairs, maintenance, and other operating expenses for the automobile.

The Companies will pay the annual dues and assessments for the Consultant’s membership in one country club of the Consultant’s choosing. In addition, the Companies shall pay any reasonable club usage charges related to the Companies’ business upon submission by the Consultant of appropriate verifying information.

The Companies shall provide the Consultant with office facilities and secretarial services consistent with the Consultant’s stature as a former chief executive officer of the Companies.

Expenses . The Companies shall promptly reimburse the Consultant for (a) all reasonable expenses paid or incurred by the Consultant in connection with the performance of the Consultant’s duties and responsibilities under this Agreement, upon presentation of expense vouchers or other appropriate documentation therefor, (b) all reasonable professional expenses, such as licenses and dues and professional educational expenses, paid or incurred by the Consultant during the Term and (c) the costs of a personal computer, cellular telephone, blackberry and fax machine for the Consultant’s residence in the Sharon, Pennsylvania area, including the monthly fees related to such devices.

Indemnification . Notwithstanding anything in the Companies’ certificate of incorporation or their By-laws to the contrary, the Consultant shall at all times while the Consultant is providing consulting services to the Companies, and thereafter, be indemnified by the Companies to the fullest extent permitted by applicable law for any matter in any way relating to the Consultant’s affiliation with the Companies and/or its subsidiaries; provided, however, that if the Consultant’s engagement shall have been terminated by the Companies for Cause, then, to the extent required by law, the Companies shall have no obligation whatsoever to indemnify the Consultant for any claim arising out of the matter for which his engagement shall have been terminated for Cause or for any conduct of the Consultant not within the scope of the Consultant’s duties under this Agreement.

Confidential Information . The Consultant understands that in the course of his engagement by the Companies the Consultant will receive confidential information concerning the business of the Companies and that the Companies desire to protect. The Consultant agrees that he will not at any time during or after the period of his engagement by the Companies reveal to anyone outside the Companies, or use for his own benefit, any such information that has been designated as confidential by the Companies or understood by the Consultant to be confidential without specific written authorization by the Companies. Upon termination of the engagement of the Consultant under this Agreement, and upon the request of the Companies, the Consultant shall promptly deliver to the Companies any and all written materials, records and documents, including all copies thereof, made by the Consultant or coming into his possession during the Term and retained by the Consultant containing or concerning confidential information of the Companies and all other written materials furnished to and retained by the Consultant by the Companies for his use during the Term, including all copies thereof, whether of a confidential nature or otherwise.

Non-Competition and Non-Disparagement .

For the purposes of this Agreement, the term “Competitive Enterprise” shall mean any federal or state-chartered bank, trust company, savings and loan association, savings bank, credit union, consumer finance company, bank holding company, savings and loan holding company, unitary holding company, financial holding company or any of the foregoing types of entities in the process of organization or application for federal or state regulatory approval and shall also include other providers of financial services and entities that offer financial services or products that compete with the financial services and products currently or in the future offered by the Companies or their respective subsidiaries or affiliates.

For a period of two years (the “Restricted Period”) immediately following the Companies’ termination of the Consultant’s employment under this Agreement for Cause or the Consultant’s termination of his engagement under this Agreement for other than Good Reason, the Consultant shall not, provided that the Companies remain in compliance with their obligations under this Agreement:

serve as a director, officer, employee or agent of, or act as a consultant or advisor to, any Competitive Enterprise in any city or county in which the Companies or their respective subsidiaries or affiliates are then conducting business or maintain an office or have publicly announced their intention to conduct business or maintain an office;

in any way, directly or indirectly, solicit, divert or contact any existing or potential customer or business of the Companies or any of their respective subsidiaries or affiliates that the Consultant solicited, became aware of or transacted business with during the employment of the Consultant by the Companies for the purpose of selling any financial services or products that compete with the financial services or products currently or in the future offered by the Companies or their respective subsidiaries and affiliates; or

solicit or assist in the employment of any employee of the Companies or their respective subsidiaries or affiliates for the purpose of becoming an employee of or otherwise provide services for any Competitive Business Enterprise.

The Consultant agrees that during and after the period of his employment by the Companies under this Agreement he will not in any way, directly or indirectly, make any oral or written statement, comment or other communication designed or intended to impugn, disparage or otherwise malign the reputation, ethics, competency, morality or qualification of the Companies or any of their respective subsidiaries or affiliates or any of their respective directors, officers, employees or customers.

Entire Agreement; Amendment . This Agreement contains the entire agreement between the Companies and the Consultant with respect to the consulting services to be provided pursuant to this Agreement and may not be amended, waived, changed, modified or discharged except by an instrument in writing executed by the parties hereto.

Notice . Any notice that may be given under this Agreement shall be in writing and be deemed given when hand delivered and acknowledged or, if mailed, one day after mailing by registered or certified mail, return receipt requested, or if delivered by an overnight delivery service, one day after the notice is delivered to such service, to either party hereto at their respective addresses stated above, or at such other address as either party may by similar notice designate.

No Third Party Beneficiaries . Nothing in this Agreement, express or implied, is intended to confer upon any person or entity other than the parties (and the Consultant’s heirs, executors, administrators and legal representatives) any rights or remedies of any nature under or by reason of this Agreement.

Successor Liability . The Companies shall require any subsequent successor, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all of the business or assets of the Companies to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Companies would be required to perform it if no such succession had taken place.

No Attachment . Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to execution, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect; provided, however, that nothing in this paragraph 12 shall preclude the assumption of such rights by executors, administrators or other legal representatives of the Consultant or his estate and their assigning any rights hereunder to the person or persons entitled hereto.

Specific Performance . The parties agree that irreparable damage would occur in the event that any of the provisions of paragraphs 6 or 7 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of paragraphs 6 or 7 and to enforce specifically the terms and provisions of paragraphs 6 or 7, this being in addition to any other remedy to which any party is entitled at law or in equity.

Severability . The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or other provision hereof shall in no way affect the validity or enforceability of any other provision, or any part thereof, but this Agreement shall be construed as if such invalid or unenforceable term, phrase, clause, paragraph, restriction, covenant, agreement or other provision had never been contained herein unless the deletion of such term, phrase, clause, paragraph, restriction, covenant, agreement or other provision would result in such a material change as to cause the covenants and agreements contained herein to be unreasonable or would materially and adversely frustrate the objectives of the parties as expressed in this Agreement.

Survival of Benefits . Any provision of this Agreement that provides a benefit to the Consultant and that by the express terms hereof does not terminate upon the expiration of the Term shall survive the expiration of the Term and shall remain binding upon the Companies until such time as such benefits are paid in full to the Consultant or his estate.

16.  Construction . 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.

[Remainder of the Page Left Intentionally Blank]

1

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

2

Exhibit 10.3

F.N.B. CORPORATION

RESTRICTED STOCK AGREEMENT
(Pursuant to 2007 Incentive Compensation Plan)

This Amended Restricted Stock Award Agreement (the “Agreement”) is made effective as of January 20, 2010, (the “Award Date”) between F.N.B. CORPORATION, a Florida corporation (the “Company”), and Stephen J. Gurgovits (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”);

WHEREAS, the January 20, 2010 Restricted Stock Agreement entered into with Employee is hereby being amended to correct certain scrivener’s errors concerning the terms and conditions of said agreement and to replace said agreement.

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 to the amended terms of the Agreement 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 27,404 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 . Except for accelerated vesting of the Shares which may occur pursuant to Section 2(b), (c) and (d) of this Agreement, the Employee shall be entitled to immediate vesting effective on the date the Employee resigns or his employment is terminated without “Cause” or on the date of the termination of Employee’s Amended and Restated Consulting Agreement dated June 18, 2008, as amended (“Consulting Agreement”) of not less than the pro rata amount of the Shares (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”) for the number of full months of the period between Award Date and January 16, 2013 (“Vesting Date”) during which Employee remained continuously employed by the Company until the actual date on which Employee ceased to be employed by the Corporation or ceased to continuously provide services under the Employee’s Consulting Agreement. The number of Shares that shall vest under this Agreement shall be calculated by multiplying the Shares by the fraction, the numerator of which is the number of full months the Employee worked during the Vesting Period since the Award Date (for purposes of this Agreement the Employee is deemed to have worked the full month of January 2010) before the effective date of his resignation, or termination without “Cause” and denominator of which is thirty-six (36), representing the total number of months in the Vesting Period, less the number of full months of the Vesting Period prior to the Award Date.

(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 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 months of January, February and March 2010) to the consummation date of the Sale of the non-Bank Affiliate, and the denominator of which is thirty-six (36), representing the number of full months (including January, February and March 2010) in the Vesting Period. (By way of example and for avoidance of doubt, if the non-Bank Affiliate is sold on July 1, 2011, the Employee would be entitled to vesting of one-half of the Shares (18 months worked/36 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.

(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.

(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,

or 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 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.

[Remainder of the Page Left Intentionally Blank]

1

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

F.N.B. CORPORATION

/s/Vincent J. Delie, Jr.

Vincent J. Delie, Jr.
President and Chief Executive Officer
/s/Stephen J. Gurgovits

Stephen J. Gurgovits

2

Exhibit 10.4

F.N.B. CORPORATION

RESTRICTED STOCK AGREEMENT
(Pursuant to 2007 Incentive Compensation Plan)

This Amended Restricted Stock Award Agreement (the “Agreement”) is made effective as of January 20, 2010, (the “Award Date”) between F.N.B. CORPORATION, a Florida corporation (the “Company”), and Stephen J. Gurgovits (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”);

WHEREAS, the January 20, 2010 Restricted Stock Agreement entered into with Employee is hereby being amended to correct certain scrivener’s errors concerning the terms and conditions of said agreement and to replace said agreement.

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 to the amended terms of the Agreement 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 12,055 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 . Except for accelerated vesting of the Shares which may occur pursuant to Section 2(b), (c) and (d) of this Agreement, the Employee shall be entitled to immediate vesting effective on the date the Employee resigns or his employment is terminated without “Cause” or on the date of the termination of Employee’s Amended and Restated Consulting Agreement dated June 18, 2008, as amended (“Consulting Agreement”) of not less than the pro rata amount of the Shares (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”) for the number of full months of the period between Award Date and January 16, 2013 (“Vesting Date”) during which Employee remained continuously employed by the Company until the actual date on which Employee ceased to be employed by the Corporation or ceased to continuously provide services under the Employee’s Consulting Agreement. The number of Shares that shall vest under this Agreement shall be calculated by multiplying the Shares by the fraction, the numerator of which is the number of full months the Employee worked during the Vesting Period since the Award Date (for purposes of this Agreement the Employee is deemed to have worked the full month of January 2010) before the effective date of his resignation, or termination without “Cause” and denominator of which is thirty-six (36), representing the total number of months in the Vesting Period, less the number of full months of the Vesting Period prior to the Award Date.

(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 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 months of January, February and March 2010) to the consummation date of the Sale of the non-Bank Affiliate, and the denominator of which is thirty-six (36), representing the number of full months (including January, February and March 2010) in the Vesting Period. (By way of example and for avoidance of doubt, if the non-Bank Affiliate is sold on July 1, 2011, the Employee would be entitled to vesting of one-half of the Shares (18 months worked/36 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.

(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.

(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,

or 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 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.

[Remainder of the Page Left Intentionally Blank]

1

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

F.N.B. CORPORATION

/s/Vincent J. Delie, Jr.

Vincent J. Delie, Jr. President and Chief Executive Officer
/s/Stephen J. Gurgovits

Stephen J. Gurgovits

2

Exhibit 10.5

F.N.B. CORPORATION

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

This Amended Restricted Stock Unit Award Agreement (the “Agreement”) is between Stephen J. Gurgovits (“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 17, 2010 (“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;

WHEREAS , the March 17, 2010, Restricted Stock Unit Award Agreement entered into with Participant is hereby being amended to correct certain scrivener’s errors concerning the terms and conditions of said agreement and to replace said agreement; and

WHEREAS, the Participant has accepted the grant of the Restricted Stock Units and agrees to the amended 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 confirms the grant to Participant of 50,393 Restricted Stock Units (the “Target Amount”) which shall become vested in shares of F.N.B. common stock in an amount as determined under Section 3(b) hereof provided that the applicable Vesting Requirements described in 3(a)(i)(1) and (2) 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)

Service and Performance Requirements . Subject to the forfeiture and accelerated vesting provisions set forth in Section 4 hereof, 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, 2014 (“Vesting Date”), provided each of the following two vesting requirements set forth in Section 3(a)(i)(1) and (2) below, are satisfied, which shall both hereinafter be referred to as the “Vesting Requirements,” or individually as the “Vesting Requirement.”

(1)

Service Requirement . Participant remains continuously employed by F.N.B. from the Grant Date through the Vesting Date; and

(2)

Performance Requirement . 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, 2010, and ending on December 31, 2013 (the “Performance Period”), is greater than or equal to the 25 th 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 March 17, 2010 (“ROATCE Performance Goal”).

(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 diluted earnings per common share growth (“F.N.B. EPS Growth”) during the Performance Period is at or above the 75 th percentile of the Peer Financial Institutions’ diluted earnings per common share growth (“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 during the Performance Period is at the 50 th 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 during the Performance Period is at the 25 th 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 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 diluted 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 diluted earnings per common share using 2009 diluted earnings per common share as the base amount and 2013 diluted 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 2010) 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 2010) 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 2010) 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)  Termination of Employment . 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 in an amount not less than the pro rata amount of the Award Amount for the number of full months of the Performance Period the Participant was employed by F.N.B. or performed services for F.N.B. pursuant to his Amended and Restated Consulting Agreement dated June 18, 2008, as amended (“Consulting Agreement”) since the Grant Date, before the Participant’s employment was terminated without “Cause” (as defined in the Plan) or the Consulting Agreement was terminated. If the Company terminates Participant’s employment without “Cause” or terminates his service under the Consulting Agreement, the number of restricted units the Participant is entitled to have vest 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 since the Grant Date that the Participant was employed by F.N.B. or during which the Consulting Agreement remained in effect during the Performance Period before the actual date of the termination of

Participant’s employment or the Consulting Agreement and the denominator of which is forty-eight (48), representing the total number of months in the Performance Period, less the number of full months of the Performance Period prior to the Grant Date.

(d)

A ccelerated 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 2010) 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 2010), 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.

(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 F.N.B. Corporation Dividend Reinvestment and Director Stock Purchase 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. Any dividends not paid in cash between the Grant Date and the date of the Award Amount shall be converted into additional Restricted Stock Units in accordance with the terms of the Plan.

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 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 F.N.B. EPS Growth described in Section 3(c) 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.

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.

[Remainder of the Page Left Intentionally Blank]

1

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

F.N.B. CORPORATION

/s/Vincent J. Delie, Jr. Vincent J. Delie, Jr.
President and Chief Executive Officer
/s/Stephen J. Gurgovits
Stephen J. Gurgovits

2

Exhibit 10.6

F.N.B. CORPORATION

AMENDED RESTRICTED STOCK AGREEMENT
(Pursuant to 2007 Incentive Compensation Plan)

This Amended Restricted Stock Award Agreement (the “Agreement”) is effective as of March 16, 2011 (the “Award Date”) between F.N.B. CORPORATION, a Florida corporation (the “Company”), and Stephen J. Gurgovits (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”);

WHEREAS , the March 16, 2011, Restricted Stock Agreement entered into with Employee is hereby being amended to correct certain scrivener’s errors concerning the terms and conditions of said agreement and to replace said agreement.

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 20,192 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 . Except for accelerated vesting of the Shares which may occur pursuant to Section 2(b), (c) and (d) of this Agreement, the Employee shall be entitled to immediate vesting effective on the date the Employee resigns or his employment is terminated without “Cause” or on the date of the termination of Employee’s Amended and Restated Consulting Agreement dated June 18, 2008, as amended (“Consulting Agreement”) of not less than the pro rata amount of the Shares (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”) for the number of full months of the period between Award Date and January 16, 2014 (“Vesting Date”) during which Employee remained continuously employed by the Company until the actual date on which Employee ceased to be employed by the Corporation or ceased to continuously provide services under the Employee’s Consulting Agreement. The number of Shares that shall vest under this Agreement shall be calculated by multiplying the Shares by the fraction, the numerator of which is the number of full months the Employee worked during the Vesting Period since the Award Date (for purposes of this Agreement the Employee is deemed to have worked the full months of January, February and March 2011) before the effective date of his resignation, or termination without “Cause” and denominator of which is thirty-six (36), representing the total number of months in the Vesting Period, less the number of full months of the Vesting Period prior to the Award Date.

(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 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 months of January, February and March 2011) to the consummation date of the Sale of the non-Bank Affiliate, and the denominator of which is thirty-six (36), representing the number of full months (including January, February and March 2011) in the Vesting Period. (By way of example and for avoidance of doubt, if the non-Bank Affiliate is sold on July 1, 2012, the Employee would be entitled to vesting of one-half of the Shares (18 months worked/36 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.

(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.

(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,

or 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 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.

[Remainder of the Page Left Intentionally Blank]

1

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

F.N.B. CORPORATION

By: /s/Vincent J. Delie, Jr.
Vincent J. Delie, Jr.
President and Chief Executive Officer
/s/Stephen J. Gurgovits

Stephen J. Gurgovits

2