0001299933-12-000730 Sample Contracts

AMENDED RESTRICTED STOCK UNIT AWARD AGREEMENT (Pursuant to 2007 Incentive Compensation Plan)
Restricted Stock Unit Award Agreement • March 27th, 2012 • FNB Corp/Fl/ • National commercial banks • Pennsylvania

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.

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RESTRICTED STOCK AGREEMENT (Pursuant to 2007 Incentive Compensation Plan)
Restricted Stock Agreement • March 27th, 2012 • FNB Corp/Fl/ • National commercial banks • Pennsylvania

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”).

RESTRICTED STOCK UNIT AWARD AGREEMENT (Pursuant to 2007 Incentive Compensation Plan)
Restricted Stock Unit Award Agreement • March 27th, 2012 • FNB Corp/Fl/ • National commercial banks • Pennsylvania

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.

SECOND AMENDED AND RESTATED CONSULTING AGREEMENT
Consulting Agreement • March 27th, 2012 • FNB Corp/Fl/ • National commercial banks • Pennsylvania

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”).

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