EX-10.1






EXHIBIT 10.1




FIRST AMENDMENT TO THE

AMENDED AND RESTATED CONSULTING AGREEMENT




     This FIRST AMENDMENT TO THE AMENDED AND RESTATED CONSULTING AGREEMENT dated as of August 19,
2009 is 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 Stephen J. Gurgovits, an individual whose address
is 591 Buhl Boulevard, Sharon, Pennsylvania 16146 (the “Consultant”).



WITNESSETH:




     WHEREAS, the Consultant served for many years as an executive officer of each of FNB and FNB
Bank (collectively, the “Companies”) and as Chairman of the Board of Directors of FNB;



     WHEREAS, in anticipation of the Consultant’s retirement on December 31, 2008, the parties
entered into a consulting relationship pursuant to the Amended and Restated Consulting Agreement
dated as of June 18, 2008 (the “Agreement”);



     WHEREAS, since February 11, 2009, the Consultant has been serving as interim Chief Executive
Officer and President of the Companies and Chairman of the Board of Directors of FNB;



     WHEREAS, effective June 2, 2009, the parties agreed to provide for the employment of the
Consultant as Chief Executive Officer of the Companies;



     WHEREAS, during the Consultant’s employment as Chief Executive Officer of the Companies, the
parties desire to toll the Agreement for the number of days equal to the period beginning February
11, 2009 and ending upon the Consultant’s termination as Chief Executive Officer of the Companies;
and



     WHEREAS, the parties desire to amend the Agreement so that upon the Consultant’s termination
as Chief Executive Officer for reasons other than Cause, Death, or Permanent Disability (as such
terms are defined in the Agreement), the Consultant shall re-commence and continue his services as
a consultant for the Companies.



     NOW, THEREFORE, pursuant to Section 8 of the Agreement and in consideration of the agreements
and covenants herein set forth, the parties hereby agree to amend the Agreement, effective February
11, 2009, to provide that the duration, provisions, and conditions of the Agreement are hereby
tolled for the number of days equal to the period beginning February 11, 2009 and ending upon the
Consultant’s termination as Chief Executive Officer of the Companies. Further, the Agreement is
hereby amended to provide that on the date the Consultant’s employment as Chief Executive Officer
terminates for reasons other than Cause, Death, or



 









 




Permanent Disability, the Consultant shall re-commence and continue his services as a
consultant for the Companies pursuant to the terms and conditions of the Agreement. In no event,
however, shall the duration of the Agreement continue beyond the date which is (1) the date the
Companies terminate the Agreement because of the Permanent Disability of the Consultant; or (2) the
later of either the date when the Consultant reaches age 72 or the Consultant is no longer serving
as a director.




     IN WITNESS WHEREOF, the parties hereto have executed this amendment to the Agreement as of the
date first written above.



	 	 	 	 	 
	 
	 	 	 	 
	F.N.B. CORPORATION	 	 
	 
	 	 	 	 
	By:

	 	/s/ Brian F. Lilly
 

Brian F. Lilly

Chief Operating Officer
	 	 
	 
	 	 	 	 
	FIRST NATIONAL BANK OF PENNSYLVANIA	 	 
	 
	 	 	 	 
	By:

	 	/s/ Brian F. Lilly
 

Brian F. Lilly

Chief Administrative Officer
	 	 
	 
	 	 	 	 
	STEPHEN J. GURGOVITS	 	 
	 
	 	 	 	 
	/s/ Stephen J. Gurgovits	 	 
	 	 	 






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