RETIREMENT AGREEMENT

Exhibit 10.1

RETIREMENT AGREEMENT

     THIS AGREEMENT (the “Agreement”) is entered into on June 27, 2008, effective as of June 30, 2008 (the “Retirement Date”), among First National Bank of Pennsylvania (the “Employer”), F.N.B. Corporation (“F.N.B. Corporation”) and Gary J. Roberts (the “Executive”).

     WHEREAS, the Employer, F.N.B. Corporation and the Executive entered into an Employment Agreement effective as of October 18, 2007 (the “Employment Agreement”); and

     WHEREAS, the Employer, F.N.B. Corporation and the Executive now consider it desirable to agree to the terms and conditions of the Executive’s retirement from the Company;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the Employer, F.N.B. Corporation and the Executive, intending to be legally bound hereby, mutually agree as follows:

     1.  Retirement . On the Retirement Date, this Agreement shall supersede and replace the Employment Agreement. The Executive’s employment shall terminate on the Retirement Date. The Executive shall deliver to the Board of Directors of the Employer (the “Board”), his resignation from all offices, directorships and positions with the Employer, F.N.B. Corporation and their affiliates, and shall be deemed to have resigned from all offices and fiduciary positions with any employee benefit plans, on the Retirement Date.

     2.  Release . After the Retirement Date, and as a condition to receiving any payment, coverage or benefit provided in this Agreement, the Executive shall execute, deliver to the Employer and not revoke the Agreement and General Release attached as Exhibit A to this Agreement (the “Release Agreement”).

     3.  Retirement Payments . The Employer shall pay or provide to the Executive, promptly after the Release Agreement becomes effective, the severance benefits described in paragraphs (a) through (j) below, subject to paragraph (k) below:

          (a) The Employer shall allow the Executive to continue participation for himself and his eligible dependants under the Employer’s group health plan on the same terms as applicable to active employees at no expense to the Executive for a period equal to the lesser of (i) eighteen (18) months, or (ii) the period from the Retirement Date through the date the Executive first becomes eligible for coverage under any group health plan of another employer; and provided further that participation for any eligible dependent shall cease upon such dependent becoming eligible for coverage under any group plan of another employer. To the extent these payments are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then such expenses must be incurred before the last day of the second taxable year following the taxable year in which the Retirement Date occurred, provided that

any reimbursement for such expenses be paid before the Executive’s third taxable year following the taxable year in which the Retirement Date occurred.

          (b) Executive shall be entitled to participate in Employer’s retiree health plan at Employee’s expense after Employee’s coverage under Section 3(a) concludes.

          (c) The Employer shall continue to pay the Executive through December 31, 2009, the Executive’s Base Salary (as defined in the Employment Agreement) as of the Retirement Date, in accordance with the Employer’s generally applicable payroll policies.

          (d) The Employer shall pay the Executive a single lump sum amount equal to $91,884.00 in lieu of annual bonus for 2008, by the later of July 15, 2008, or five days following the date on which the Release Agreement becomes effective.

          (e) The Employer shall pay to the Executive, by the later of July 15, 2008, or five days following the date on which the Release Agreement becomes effective, or the next regular scheduled payroll, an amount equal to the sum of (i) the Executive’s Base Salary accrued through the Retirement Date, (ii) any amounts payable under any of the employee benefit plans of the Employer or F.N.B. Corporation in accordance with the terms of such plans, and (iii) in lieu of any accrued but unpaid vacation in accordance with the terms of the Employer’s vacation plan, an amount equal to $38,167.00.

          (f) The Employer shall pay to the Executive by August 31, 2008, any unreimbursed business expenses incurred by the Executive on the Employer’s behalf, in accordance with the Employer’s reimbursement policies.

          (g) For purposes of the Employer’s Basic Retirement Plan, the Executive shall be treated as if he had continued in active employment with the Employer through December 31, 2009, at a Base Salary equal to that in effect as of the Retirement Date, and as if he had received an annual bonus of $91,884.00 for 2008 and $91,884.00 for 2009.

          (h) The Executive shall have the opportunity to purchase his Employer-provided automobile at net book value, as of the Retirement Date.

          (i) The Executive shall be entitled to vesting of restricted stock awards in accordance with the applicable plan, the 2001 Incentive Plan or the 2007 Incentive Plan, and any award agreement.

          (j) The Employer shall pay the Executive his balance in the F.N.B. Corporation ERISA Excess Lost Match Plan on January 15, 2009, in accordance with the plan terms.

          (k) Each payment under paragraphs 3(b), (d), (e) or (f) of this Agreement is intended to be treated as one of a series of separate payments for purposes of Code Section 409A and Treas. Reg. §1.409A-2(b)(2)(iii) (or any similar or

successor provisions). If a payment under paragraphs (b), (d), (e) or (f) above does not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (or any similar or successor provisions), and the Executive is a Specified Employee as of the Retirement Date, distributions to the Executive may not be made before the date that is six months after the Retirement Date or, if earlier, the date of the Executive’s death (the “Six-Month Delay Rule”). Payments to which the Executive would otherwise be entitled during the first six months following the Retirement Date (the “Six-Month Delay”) will be accumulated and paid on the first day of the seventh month following the Retirement Date. Notwithstanding the Six-Month Delay Rule set forth in this paragraph 3(k):

     (i) To the maximum extent permitted under Code Section 409A and Treas. Reg. §1.409A-1(b)(9)(iii) (or any similar or successor provisions), during each month of the Six-Month Delay, the Employer will pay the Executive an amount equal to the lesser of (A) the total monthly severance provided under paragraph (b), (d) (e) and (f) above, or (B) one-sixth (1/6) of the lesser of (1) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which the Retirement Date occurs, and (2) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services provided to the Employer for the taxable year of the Executive preceding the taxable year of the Executive in which the Retirement Date occurs (adjusted for any increase during that year that was expected to continue indefinitely if the Executive had not had a Retirement Date); provided that amounts paid under this sentence will count toward, and will not be in addition to, the total payment amount required to be made to the Executive by the Employer under paragraphs 3(b), (d), (e) and (f);

     (ii) For purposes of this Agreement, “Specified Employee” has the meaning given that term in Code Section 409A and Treas. Reg. 1.409A-1(c)(i) (or any similar or successor provisions). The Employer’s “specified employee identification date” (as described in Treas. Reg. 1.409A-1(c)(i)(3)) will be December 31 of each year, and the Employer’s “specified employee effective date” (as described in Treas. Reg. 1.409A-1(c)(i)(4) or any similar or successor provisions) will be February 1 of each succeeding year.

          (l) The Executive shall not be entitled to severance under any other employee benefit plan of the Employer or F.N.B. Corporation.

     4.  Indemnification . The Executive shall at all times during his employment by the Employer and thereafter, be indemnified by the Employer and FNB Corporation to the fullest extent permitted by applicable law for any matter in any way relating to the Executive’s affiliation with the Employer, F.N.B. Corporation or their affiliates.

     5.  Confidential Information . The Executive acknowledges that in the course of his employment by the Employer the Executive has received Confidential Information concerning the business of the Employer, F.N.B. Corporation and their affiliates and that the Employer desires to protect. The Executive agrees that he will not at any time

during or after the period of his employment by the Employer, reveal to anyone outside the Employer, or use for his own benefit, any such information that has been designated as confidential by the Employer or understood by the Executive to be confidential, without specific written authorization by the Board. The Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Employer, F.N.B. Corporation or their affiliates in connection with their business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis, (v) drawings, photographs and reports, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xi) customers and clients and customer or client lists, (xii) copyrightable works, (xiv) all technology and trade secrets, (xv) business plans and financial models, and (xvi) all similar and related information in whatever form. Upon the Retirement Date, the Executive shall promptly deliver to the Employer any and all written materials, records and documents, including all copies thereof, made by the Executive or coming into his possession during or after the period of his employment by the Employer and retained by the Executive containing or concerning confidential information of the Employer and all other written materials furnished to and retained by the Executive for his use during employment (other than written materials that relate or are personal to the Executive), including all copies thereof, whether of a confidential nature or otherwise.

     6.  Restrictive Covenants .

          (a) For the purposes of this Agreement, the term “Competitive Enterpri