F.N.B. CORPORATION RESTRICTED STOCK AGREEMENT (Pursuant to 2007 Incentive Compensation Plan)

Exhibit 10.2

F.N.B. CORPORATION

RESTRICTED STOCK AGREEMENT
(Pursuant to 2007 Incentive Compensation Plan)

     This Restricted Stock Award Agreement (the “Agreement”) is made and entered into effective as of September 16, 2009 (the “Award Date”) between F.N.B. CORPORATION, a Florida corporation (the “Company”), and _______________ (the “Employee”).

WITNESSETH THAT:

      WHEREAS , at a meeting of the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) held on the Award Date, the Committee, pursuant to the F.N.B. Corporation 2007 Incentive Compensation Plan (the “Plan”), awarded to certain employees of the Company, employees of First National Bank of Pennsylvania (the “Bank”) and employees of other non-Bank Affiliates (the term “Affiliates” is defined in the Plan), shares of the Company’s Common stock, par value $0.01 per share (the “Stock”);

      NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and intending to be legally bound hereby, each of the parties covenants and agrees as follows:

      1.  Award of Restricted Stock . Subject to the terms and conditions of the Plan and this Agreement, the Company, pursuant to the Plan, which is incorporated herein by reference thereto and made a part hereof as though set forth in full herein (refer to Section 5 herein for a copy of the Plan), hereby confirms the award to the Employee, on the date first written above, of an aggregate of _________ shares of Stock (the “Shares”).

      2.  Terms and Conditions . The award of Shares to the Employee is subject to the following terms and conditions:

     (a) Vesting and Forfeiture . The Employee’s right to the Shares will vest (together with all dividends and/or shares of stock purchased on account of such Shares under the Company Dividend Reinvestment and Voluntary Stock Purchase Plan (“DRP”)) and the Shares will become freely transferable, provided, the Employee has been continuously employed by the Company from the Award Date through the earlier of, January 16, 2012 (“Vesting Date”), or upon accelerated vesting of the Shares pursuant to Section 2(b), (c) and (d) hereof. For purposes of this Agreement, the “Vesting Period” is defined as the period between January 1, 2009 and the Vesting Date.

     (b) Accelerated Vesting — Change in Control or Sale . In the event of a “Change in Control,” as defined in the Plan, prior to the Vesting Date, if the Employee has remained continuously employed by Company, Bank or non-Bank Affiliate since the Award Date, the restrictions on the Shares shall lapse and all of the Shares (references to “Shares” in this Agreement shall also include all dividends and/or shares of Stock purchased under the DRP on account of such Shares) shall immediately vest. All restrictions on the Shares shall lapse and such Shares shall vest immediately upon the sale of all or substantially all of the common stock or assets (a “Sale”) of the

Bank prior to the Vesting Date, provided the Employee remains continuously employed by the Bank, the Company or non-Bank Affiliate. In the event of a Sale of a non-Bank Affiliate which employed the Employee on the date the Sale occurs and the Employee has been continuously employed by the Affiliate, Company or Bank since the Award Date, the Shares shall vest in an amount not less than the pro rata amount of the Shares awarded under this Agreement for the period from the Award Date to the consummation date of the Sale of the non-Bank Affiliate as calculated by taking the number of Shares times the fraction, the numerator of which is the actual number of full months the Employee worked from the Award Date to the consummation date of the Sale of the non-Bank Affiliate, and the denominator of which is thirty-six (36), representing the number of full months in the Vesting Period, less the number of full months of the Vesting Period prior to the Award Date.

     (c) Termination While Change in Control is Pending . For purposes of this Agreement the termination of the Employee without “Cause” (as defined in the Plan), following execution of a definitive agreement contemplating a “Change in Control” or Sale of the Bank or non-Bank Affiliate, prior to the consummation date of the “Change in Control” shall result in the full vesting of the Shares or in the case of the Sale of a non-bank affiliate, pro rata vesting for the period of time the Employee worked between the Award Date and the consummation date of such Sale of a non-Bank Affiliate of the Shares on the consummation date of a “Change in Control” or such Sale.

     (d) Termination of Employment; Forfeiture or Acceleration of Shares . Upon the effective date of the termination of Employee’s employment with the Company, the Bank, or a non-Bank Affiliate, all Shares then subject to a risk of forfeiture shall immediately be forfeited and returned to the Company by the administrator of the DRP without consideration or further action being required of the Company; except in the event such termination is a result of the following circumstances: