0000950123-09-047368 Sample Contracts

RESTRICTED STOCK AGREEMENT (Pursuant to 2007 Incentive Compensation Plan)
Restricted Stock Agreement • September 30th, 2009 • FNB Corp/Fl/ • National commercial banks • Pennsylvania

This Restricted Stock Award Agreement (the “Agreement”) is made and entered into effective as of September 16, 2009 (the “Award Date”) between F.N.B. CORPORATION, a Florida corporation (the “Company”), and Stephen J. Gurgovits (the “Employee”).

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RESTRICTED STOCK UNIT AWARD AGREEMENT (Pursuant to 2007 Incentive Compensation Plan)
Restricted Stock Unit Award Agreement • September 30th, 2009 • FNB Corp/Fl/ • National commercial banks • Pennsylvania

This 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 September 16, 2009 (“Grant Date”) by the Compensation Committee of the Board of Directors (the “Committee”) of F.N.B. pursuant to the terms of the 2007 Incentive Compensation Plan (the “Plan”). The terms of the Plan are incorporated herein by reference, including the definitions of terms contained in the Plan. Unless the context indicates otherwise, all references in this Agreement to “F.N.B.” shall mean F.N.B. and its direct and indirect subsidiaries and affiliates.

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