FIRST AMENDMENT TO THE AMENDED AND RESTATED CONSULTING AGREEMENT

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;