AMENDMENT TO DEFERRED COMPENSATION AGREEMENT

Exhibit 10.2

AMENDMENT TO
DEFERRED COMPENSATION AGREEMENT

     WHEREAS, F.N.B. Corporation (the “Corporation”) and Stephen J. Gurgovits (the “Employee”) are parties to that certain Deferred Compensation Agreement initially entered into as of January 1, 1986, by and between First National Bank of Mercer County and the Employee (the “Agreement”); and

     WHEREAS, the Corporation and the Employee desire to amend the Agreement to incorporate the requirements of Internal Revenue Code Section 409A and to set a new benefit commencement date for benefits otherwise payable under the Agreement after December 31, 2008.

     NOW, THEREFORE, the Agreement is hereby amended by adding the following:

Notwithstanding anything in the Agreement to the contrary and in accordance with the transitional relief provided in Internal Revenue Service Notice 2007-86, payments that would be made under this