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                                                                  Exhibit 10.4

                               F.N.B. CORPORATION
                            2007 AMENDED AND RESTATED
                           RESTRICTED STOCK AGREEMENT
                 (PURSUANT TO 2007 INCENTIVE COMPENSATION PLAN)

         This Amended and Restated Restricted Stock Award Agreement (the
"Amended Agreement") is made and entered into effective as of January 16, 2008
(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, On July 18, 2007 the Compensation Committee (the "Committee")
of the Board of Directors of the Company awarded Employee 12,500 shares of
restricted stock pursuant to the terms of a Restricted Stock Agreement
("Agreement") made effective on the same date;

         WHEREAS, in view of the fact that Employee is eligible to retire from
the Company on April 1, 2008 the Committee desires to amend and restate the
Agreement effective ___________ as follows:

         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 Amended 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 12,500 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) and (c) of this
         Agreement, the Employee shall be entitled to immediate vesting
         effective on the date Employee resigns 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 the Award Date and January 16,
         2010 ("Vesting Period") during which Employee remained employed by the
         Company until the actual date on which Employee ceased to be employed
         by the Corporation pursuant to his Employment Agreement dated December
         31, 2005, as amended and Employee's Consulting Agreement dated December
         31, 2005. 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 before the effective date of his resignation,
         and the denominator of which is thirty (30), representing the total
         number of months in the Vesting Period.

         (b) Accelerated Vesting - Change in Control or Sale. In the event of a
         "Change in Control," as defined in the Plan, prior to the Vesting Date,
         if the Employee has remained employed by the Company until the actual
         date on which Employee ceased to be employed by the Company pursuant to
         his Employment Agreement dated December 31, 2005, as amended, and
         Employee's Consulting Agreement dated December 31, 2005 the
         restrictions on the Shares shall lapse and all of the Shares
         (references to "Shares" in this Amended Agreement shall also include
         all dividends and/or shares of Stock purchased under the DRP on account
         of such Shares) shall immediately

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         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.

         (c) Termination Following Execution of "Change in Control" Agreement.
         For purposes of this Amended Agreement the termination of the Employee
         following execution of a definitive agreement contemplating a "Change
         in Control" of the Company or the Bank, without "Cause" (as defined in
         the Plan), prior to the consummation date of the "Change in Control"
         shall result in the full vesting of the Shares on the consummation date
         of a "Change in Control."

         (d) Termination of Employment; Forfeiture or Acceleration of Shares.
         Upon the effective date of the termination of Employee's employment
         with the Company or the Bank, 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 unrestricted Shares 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

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         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 Amended Agreement shall not
         confer upon the Employee any right with respect to continuance of
         employment by the Company or an Affiliate, nor shall it interfere in
         any way with the right of his/her employer to terminate his/her
         employment at any time.

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

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

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

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

         6. Notices. Any notice hereunder to the Company shall be addressed to
it at its office, F.N.B. Corporation, One South Hermitage Road, 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
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 Amended 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 Amended Agreement have been inserted solely for
convenience of reference only, are not to be considered a part of this Amended
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 Amended Agreement, the Employee and the Company agree that all such
disputes shall be fully and finally resolved by binding arbitration conducted by
the


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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 Amended 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.

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

                                                F.N.B. CORPORATION


                                                By:
                                                    ----------------------------
                                                    Robert V. New, Jr.
                                                    President



                                                    ----------------------------
                                                    Stephen J. Gurgovits




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