EX-4.1






EXHIBIT 4.1




Please see restrictive legends on reverse side hereof.




INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA




	 	 	 	 	 
	NUMBER
	 	SHARES
	C-1
	 	 	100,000	 






F.N.B. CORPORATION



This Certifies that United States Department of the Treasury is the owner and registered holder of
One Hundred Thousand (100,000) Share(s) of FULLY PAID AND NON-ASSESSABLE SHARES OF THE FIXED RATE
CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES C of F.N.B. Corporation, par value $0.01 per share,
transferable only on the books of the corporation by the holder hereof in person or by duly
authorized attorney upon surrender of this certificate properly endorsed.





IN WITNESS WHEREOF, the said corporation has caused this certificate to be signed by its
duly authorized officers and to be sealed with the seal of the corporation this 9th day
of January, 2009.



	 	 	 	 	 	 	 	 	 
	 

	 	 

Vincent J. Calabrese, Senior Vice President
	 	 	 	 

David B. Mogle, Corporate Secretary
	 	 






 









 





THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.



THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO
IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE
RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY
TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS
THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT),
(2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS
INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE
SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND.



THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS,
DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH
CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS.




	 	 	 	 	 
	FOR VALUE RECEIVED 
               
               
          
hereby sell, assign and transfer unto

	 	 
	 	NOTICE: THE SIGNATURE TO
	                      
                
                
             
                    
                          


	 	 	 	THIS ASSIGNMENT MUST
	      
                               
                
       Shares       
             

	 	 	 	CORRESPOND WITH THE NAME
	represented by the within Certificate, and do hereby irrevocably constitute and appoint

	 	 	 	AS WRITTEN UPON THE FACE OF
	      
                
                
                 
               
          
               

	 	 	 	THIS CERTIFICATE IN EVERY
	Attorney to transfer the said shares on the Books of the within named Corporation with

	 	 	 	PARTICULAR WITHOUT
	full power of substitution in the premises.

	 	 	 	ALTERATION OR
	Dated    
                 
, 20                
                  
                 

	 	 	 	ENLARGEMENT OR ANY
	IN THE PRESENCE OF
               
               
               
                
                 


	 	 	 	CHANGE WHATEVER