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                                                                   Exhibit 10.3

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

         This Amended and Restated Performance Restricted Stock Award Agreement
(the "Amended Agreement") is made and entered into as of July 18, 2007 (the
"Award Date") between F.N.B. CORPORATION, a Florida corporation (the "Company"),
and Stephen 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 18,570
performance-based 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 plans to retire as Chief
Executive Officer of the Company or 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. Restricted Stock Award. Subject to the terms and conditions of the
Plan and this Amended Agreement, the Company, pursuant to the Plan, a copy of
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 a restricted stock award to the Employee of an aggregate
of 18,750 shares of Stock (the "Shares").

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

         (a)      Vesting and Forfeiture. The Employee's right to the Shares
                  will vest subject to the following terms and conditions:

                  (i)      Performance Restricted Stock Award Vesting. The
                           Employee shall be entitled to vesting of not less
                           than the pro rata amount of Shares (together with all
                           dividends and/or shares purchased on account of such
                           Shares under the Company Dividend Reinvestment and
                           Voluntary Stock Purchase Plan ("DRP")) on the January
                           16, 2011 ("Vesting Date") for the number of full
                           months the Employee was employed during the four (4)
                           year period beginning on January 1, 2007, and ending
                           on December 31, 2010 ("Performance Period") before
                           Employee's employment with the Company or any of its
                           affiliates was terminated without "Cause" (as term is
                           defined in the Plan), provided the Company's average
                           return on average tangible equity ("Average ROATE")
                           is within the Top Quartile of peer financial
                           institutions as described in Section 2(a)(ii) herein,
                           and the Employee has remained continuously employed
                           by the Company, the Bank or any of its non-Bank
                           Affiliates, from the Award Date through the Vesting
                           Date (the "Vesting Period"), or on an earlier date in
                           the event of a "Change in Control" or "Termination of
                           Employment" in accordance with Section 2(a)(iii) and



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                           Section 2(b) herein, respectively. The number of
                           Employee Shares that Employee is entitled to have
                           vest under this Agreement as a result of his
                           employment being terminated without "Cause" during
                           the Performance Period shall be calculated by
                           multiplying the Shares by the fraction, the number of
                           which is the number of full months the Employee
                           worked during the Performance Period before the
                           actual date of Employee's employment termination, and
                           the denominator of which is forty-two (42),
                           representing the total number of months in the
                           Performance Period.

                  (ii)     Performance Goal. For purposes of this Agreement the
                           calculation of the Company's Average ROATE for the
                           Performance Period shall be computed by taking the
                           Company's average net income during the Performance
                           Period, adjusted for the average after-tax effect of
                           the amortization of the Company's acquisition related
                           intangible assets during the Performance Period,
                           divided by the Company's average shareholders' equity
                           during the Performance Period minus the Company's
                           acquisition related average intangible assets during
                           the Performance Period. Also, for purposes of this
                           Agreement the term "Top Quartile" shall mean that the
                           Company's Average ROATE during the Performance Period
                           meets or exceeds the 75th percentile of the Average
                           ROATE of surviving financial institutions for the
                           forty-eight (48) month period beginning on October 1,
                           2006 and ending on September 30, 2010, from the list
                           of peer financial institutions and bank holding
                           companies identified in Schedule 1 attached hereto,
                           as approved by the Committee at a meeting held on
                           January 24, 2007 ("Average ROATE Performance Goal").

                  (iii)    Accelerated Vesting - Change in Control or Sale. In
                           the event of a "(i) Change in Control," as defined in
                           the Plan, prior to the Vesting Date and 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 such
                           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 of Employee's
                           Shares shall immediately vest 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 Award Date and the
                           Employee has been continuously employed by the
                           non-Bank Affiliate, the Company or the 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, calculated by taking the Shares
                           times the fraction, the numerator of which is the
                           actual full number of months the Employee worked from
                           the Award Date (Employee shall be credited with
                           working the full month of July 2007) to the
                           consummation date of the Sale of the non-Bank
                           Affiliate, and the denominator of which is forty-two
                           (42), representing the number of full months
                           (including July 2007) in the Vesting Period. (By way
                           of example and for avoidance of doubt, if the
                           non-Bank Affiliate is sold on April 1, 2009, the
                           Employee would be entitled to vesting of one-half the
                           Shares (21 months worked/42 months total in Vesting
                           Period) under this Agreement).


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


                  (iv)     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 the
                           Average ROATE Performance Goal specified in this
                           Agreement and therefore, the Committee has sole
                           discretion to establish a revised Average ROATE
                           measurement or other performance measurement as it
                           shall deem necessary and equitable for purposes of
                           maintaining the objective of the Performance
                           Restricted Stock Award contemplated by this
                           Agreement. Such modification of the performance
                           measurement specified in this Agreement by the
                           Committee shall ensure that the Company's Average
                           ROATE Goal or measurement thereof, or establishment
                           of new performance measurement shall in no event be
                           detrimental to the Employee 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.

         (b)      Termination of Employment; Forfeiture or Accelerated Vesting
                  of Shares. Upon the effective date of the termination of
                  Employee's employment with the Company, Bank or non-Bank
                  Affiliate by which the Employee is employed, 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. Provided the Company's financial
                           performance during the Performance Period meets or
                           exceeds the Average ROATE Performance Goal the
                           Employee shall be entitled to vesting of not less
                           than the pro rata amount of the Shares on the Vesting
                           Date for the number of full months of the Vesting
                           Period (Employee shall be credited with working the
                           full month of July 2007) the Employee worked before
                           becoming a "Disabled Participant" (as defined in the
                           Plan). The number of Employee Shares that Employee is
                           entitled to have vest under this Agreement as a
                           result of becoming a "Disabled Participant" shall be
                           calculated by multiplying the Shares by the fraction,
                           the number of which is the full number of months the
                           Employee worked during the Vesting Period before the
                           date Employee became a "Disabled Participant," and
                           the denominator of which is forty-two (42),
                           representing the total number of months in the
                           Vesting Period.


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         (c)      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. Upon withdrawal of 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.

         (d)      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 or
                  forfeiture as the Shares that are the basis for the dividend.

         (e)      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.

         (f)      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 a non-Bank Affiliate, nor
                  shall it interfere in any way with the right of his/her
                  employer to terminate his/her employment at any time.

         (g)      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)


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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 non-Bank 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 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.

         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 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.



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

                                              F.N.B. CORPORATION


                                              By:
                                                   ----------------------------
                                                   Brian Lilly


                                              Date:
                                                    ---------------------------




                                              ---------------------------------
                                              Stephen Gurgovits


                                              Date:
                                                    ---------------------------







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                                   SCHEDULE 1

                             LTIP - 2008 PEER GROUP


   TICKER                COMPANY                        STATE
-------------------------------------------------------------------------------

SRCE            1St Source Corp                      Indiana

AMFI            Amcore Financial Inc                 Illinois

CBC             Capitol Bancorp Ltd                  Michigan

CHFC            Chemical Financial Corp              Michigan

CRBC            Citizens Republic Bancorp            Michigan

CBSH            Commerce Bancshares Inc              Missouri

CBU             Community Bank System Inc.           New York

FCF             First Commonwlth Finl Cp             Pennsylvania

FFBC            First Finl Bancorp Inc               Ohio

FRME            First Merchants Corp                 Indiana

FMBI            First Midwest Bncorp Inc.            Illinois

FMER            FirstMerit Corp                      Ohio

FULT            Fulton Financial Corp                Pennsylvania

HNBC            Harleysville Natl Corp               Pennsylvania

HTLF            Heartland Financial Usa Inc          Iowa

IBCP            Independent Bank Corp                Michigan

IFC             Irwin Financial Corp                 Indiana

MBFI            MB Financial Inc                     Illinois

NBTB            N B T Bancorp Inc                    New York

NPBC            National Penn Bancshares Inc.        Pennsylvania

ONB             Old National Bancorp                 Indiana

PRK             Park National Corp                   Ohio

PVTB            Privatebancorp Inc                   Illinois

PBKS            Provident Bankshares Corp            Maryland

STBA            S & T Bancorp Inc                    Pennsylvania

SBNY            Signature Bank                       New York

SNBC            Sun Bancorp Inc                      New Jersey

SUSQ            Susquehanna Bancshares Inc           Pennsylvania

TAYC            Taylor Capital Group Inc             Illinois

TCB             TCF Financial Corp                   Michigan

UMBF            UMB Financial Corp                   Missouri

UBSI            United Bankshares Inc                West Virginia

VLY             Valley National Bancorp              New Jersey

WSBC            Wesbanco Inc                         West Virginia

WL              Wilmington Trust Corp                Delaware

WTFC            Wintrust Financial Corp              Illinois

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