THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

F.N.B. Corporation (FNB)

3/20/2006 Proxy Information

Certain of our directors and executive officers and their associates were customers of, and had transactions with, one or more of the Company’s subsidiaries in the ordinary course of business during 2005. Similar transactions may be expected to take place in the future. Loans and commitments included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectability, nor did they present other unfavorable features. In addition, the Company’s affiliate, First National Trust Company, acts as fiduciary under various employee benefit plans of and as investment manager to certain customers whose officers and/or directors may also be directors of the Company.

There are no family relationships as defined in the SEC and the NYSE rules between any of our executive officers or directors and any other executive officer or director of the Company. However, family relationships exist between certain of our executive officers or directors and the employees of our subsidiary bank, FNBPA and our merchant banking subsidiary, F.N.B. Capital Corporation, LLC. These employees participate in compensation and incentive plans or arrangements on the same basis as other similarly situated employees. Specific information concerning the compensation paid during 2005 to these employees is described below:

Stephen J. Gurgovits, Jr., President of F.N.B. Capital Corporation, LLC, a subsidiary of F.N.B., engaged in merchant banking activities, is the son of Mr. Stephen J. Gurgovits, Sr., President and Chief Executive Officer of F.N.B. In 2005, Mr. Gurgovits, Jr. received a base salary of $91,308 along with a cash bonus of $17,086 and was awarded 1,250 restricted shares of F.N.B. common stock. Mr. Gurgovits, Jr. also received a relocation allowance of $7,913 in 2005.

Jeffrey A. Wallace, a Vice President with FNBPA’s Commercial Loan Department, is the son of F.N.B. director, Archie O. Wallace. Jeffrey A. Wallace received a base salary of $80,329 and a cash bonus of $15,262 in 2005. The Board has reviewed Mr. Wallace’s son’s employment relationship with FNBPA and determined that Mr. Wallace does not have a material relationship with F.N.B. and is independent under applicable NYSE and F.N.B. categorical independence criteria.

Director Rose leased certain office space in F.N.B.’s headquarters building in 2005. Mr. Rose’s annual lease payment of $3,600 was based on a fair market analysis of the subject office space. The Board has reviewed the subject lease arrangement and determined that Mr. Rose does not have a material relationship with F.N.B. and is considered independent under applicable NYSE independence standards and the F.N.B. Corporate Governance Guidelines.

In the ordinary course of business, we may use the products and services of companies, partnerships or firms of which our directors are officers, directors or owners. Mr. Ekker is partner in a law firm that periodically provides legal services to FNBPA. Mr. Ekker’s law firm received $195 as payment for services provided to FNBPA in 2005. As discussed in this proxy statement under the caption titled, “Corporate Governance,” our Board determined that Mr. Ekker does not have a material relationship with the Company and therefore is considered independent under applicable NYSE independence criteria and our Company’s independence standards as set forth in our Corporate Governance Guidelines.

Pursuant to a December 20, 2001, Severance Agreement, director Mortensen receives certain deferred benefits until he reaches the age of 72, including medical coverage, payment of country club dues and reimbursement of customary director expenses including use of office space and secretarial support. Mr. Mortensen’s Severance Agreement does not obligate him to provide continued services to the Company or its affiliates. The Severance Agreement was approved by the Company’s Compensation Committee and ratified by the Board. Pursuant to the terms of the severance agreement, during 2005, the Company paid approximately $100,000 for life insurance premiums and $17,609 for country club dues. The Board determined that Mr. Mortensen does not have a material relationship with the Company and is independent under applicable NYSE standards and the categorical independence standards set forth in the Company’s Corporate Governance Guidelines.

3/31/2005 Proxy Information

Peter Mortensen was Chief Executive Officer of FNB from 1988 to 2000.

In consideration of business consultation that Mr. Rose furnished to us during 2004, we permitted Mr. Rose use of certain excess office space and secretarial support. Based on an independent valuation, we determined that the value of our excess office space was approximately $3,675.

In the ordinary course of business, we may use the products and services of companies, partnerships or firms of which our directors are officers, directors or owners. Mr. Ekker is partner in a law firm that provided during 2004, and is expected to provide from time to time during 2005, certain legal services to our affiliates. Mr. Ekker’s law firm received less than $2,000 as payment for services provided to our Company and its affiliates in 2004. As discussed under the caption titled “Our Board of Directors and Its Committees” in this proxy statement, our Board determined that Mr. Ekker does not have a material relationship with the Company and therefore is considered independent under applicable NYSE independence criteria and our Company’s independence standards as set forth in our Corporate Governance Guidelines.

Upon his retirement as our Chief Executive Officer on December 31, 2000, Chairman Mortensen continued to provide services as an advisor to the Company pursuant to an agreement specifying that Mr. Mortensen was to be paid annual compensation in the amount of one-half his base salary in 2000 (approximately $280,000) and continued participation in the Company’s incentive bonus program during the period January 1, 2001, through December 31, 2007. Subsequently, on December 20, 2001, Mr. Mortensen agreed to a buy-out and termination of this agreement and entered into a new severance agreement whereby the Company paid $3,166,982 on January 24, 2002, to a trust of which Mr. Mortensen is the beneficiary and awarded him 156,800 options to purchase Company stock. Additionally, the new severance agreement provides certain deferred benefits to Mr. Mortensen until he reaches the age of 72, including medical coverage, payment of country club dues, corporate transportation and reimbursement of customary director expenses including use of office space and secretarial support. Mr. Mortensen’s severance agreement does not obligate him to provide continued services to the Company or its affiliates. The severance agreement was approved by the Company’s Compensation Committee and ratified by the Board. Pursuant to the terms of the severance agreement, during 2004, the Company paid approximately $100,000 for life insurance premiums, $22,185 for country club dues and $9,986 for expenses related to use of the corporate airplane. As discussed under “Our Board of Directors and Its Committees” of this proxy statement, the Board determined that Mr. Mortensen does not have a material relationship with the Company and is independent under applicable NYSE standards and the independence standards set forth in the Company’s Corporate Governance Guidelines.

3/25/2004 Proxy Information

Peter Mortensen was Chief Executive Officer of FNB from 1988 to 2000.

Certain of our directors and executive officers and their associates were customers of, and had transactions with one or more of the Company's subsidiaries in the ordinary course of business during 2003. Similar transactions may be expected to take place in the future. Loans and commitments included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectability, nor did they present other unfavorable features. In addition, the Company's affiliate, First National Trust Company, acts as fiduciary under various employee benefit plans of and as investment manager to certain customers, whose officers and directors are also directors of the Company and of its bank subsidiaries.

In consideration of business consultation that Mr. Rose furnished to us during 2003, we permitted Mr. Rose use of certain excess office space and secretarial support. Based on an independent valuation, we determined that the value of our excess office space and secretarial support was approximately $4,000.

In the ordinary course of business, we may use the products and services of companies, partnerships or firms of which our directors are officers, directors or owners. Messrs. Ekker and Wallace are partners of law firms that have provided and are expected during 2004 to provide certain legal service to our affiliates from time to time. Messrs. Ekker's and Wallace's law firms received approximately, $28,000 and $14,000, respectively, as payment for services provided to our affiliates in 2003. As discussed under the caption titled "Our Board of Directors and Its Committees" in this proxy statement, our Board determined that neither Mr. Ekker nor Mr. Wallace have a material relationship with the Company and that both Mr. Ekker and Mr. Wallace are independent under applicable NYSE independence criteria and our Company's independence standards as set forth in our Corporate Governance Guidelines.

Upon his retirement as our Chief Executive Officer on December 31, 2000, Chairman Mortensen continued to provide services as an advisor to the Company pursuant to an agreement providing that Mr. Mortensen was to be paid annual compensation in the amount of one-half his base salary in 2000 (approximately $280,000) and continued participation in the Company's incentive bonus program during the period January 1, 2001, through December 31, 2007. Subsequently, on December 20, 2001, Mr. Mortensen agreed to a buy-out and termination of this agreement and entered into a new severance agreement whereby the Company paid $3,166,982 on January 24, 2002, to a trust of which Mr. Mortensen is the beneficiary and awarded him 156,800 options to purchase Company stock. Additionally, the new severance agreement provides certain deferred benefits to Mr. Mortensen, until he reaches the age of 72, including medical coverage, payment of country club dues, corporate transportation and reimbursement of customary director expenses including use of office space and secretarial support. Mr. Mortensen's severance agreement does not obligate him to provide continued services to the Company or its affiliates. The severance agreement was approved by the Company's Compensation Committee and ratified by the Board. Pursuant to the terms of the severance agreement, during 2003, F.N.B. paid approximately $4,319 for health/medical benefits, $100,000 for insurance premiums, $14,282 for country club dues and $2,572 for expenses related to use of the corporate airplane. As discussed under, "Our Board of Directors and Its Committees," of this proxy statement, the Board determined that Mr. Mortensen does not have a material relationship with the Company and is independent under applicable NYSE standards and the independence standards set forth in the Company's Corporate Governance Guidelines.

3/19/2003 Proxy Information

Certain directors and executive officers of the Corporation and its subsidiaries and their associates were customers of, and had transactions with one or more of the Corporation's subsidiaries in the ordinary course of business during 2002. Similar transactions may be expected to take place in the future. Loans and commitments included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectability, nor did they present other unfavorable features. In addition, the Corporation's subsidiary, First National Trust Company, acts as fiduciary under various employee benefit plans of and as investment manager to certain customers, whose officers and directors are also directors of the Corporation and of its bank subsidiaries.

In connection with the relocation of William J. Rundorff, the Corporation's Executive Vice President and Chief Legal Officer, from the Corporation's former headquarters in Hermitage, Pennsylvania, to its present headquarters in Naples, Florida, the Corporation purchased Mr. Rundorff's home in Hermitage, Pennsylvania, on September 10, 2002, for a price, as determined by taking the average of two independent appraisals, of $254,000. The independent appraisal firms are not affiliated with the Corporation and each is a member of the American Institute of Appraisers. In addition, the Corporation reimbursed Mr. Rundorff for customary moving expenses and for rental expenses he incurred for temporary housing in Naples, while he established a permanent residence in Naples in November 2002.

The Corporation reimbursed Mr. Bettinger $236,000 for the loss he incurred on his Salt Lake City, Utah, residence in connection with his relocation to Naples, Florida. Additionally, the Corporation reimbursed Mr. Bettinger's ordinary and reasonable moving expenses incurred in connection with his relocation to Naples, Florida.

Director Lindsay represented the Corporation and its affiliates in connection with the purchase of two real estate parcels in 2002. Mr. Lindsay shared the brokerage commission with the listing broker of the subject properties. The commission fees paid for the brokerage services were consistent with relevant industry standards and prevailing market commission rates. The amount of the brokerage commission paid to Mr. Lindsay by the seller of the two real estate parcels was $212,909.

If the Corporation completes the pending acquisition of Charter Banking Corp., the Corporation will elect David A. Straz, Jr., the sole shareholder of Charter Banking Corp., to the Corporation's Board of Directors. Under the terms of the Stock Purchase Agreement entered into among the Corporation, Charter Banking Corp., and Mr. Straz, the Corporation will pay Mr. Straz $150,250,000 for all of the outstanding stock of Charter Banking Corp., and continue to provide Mr. Straz with certain benefits he is presently receiving from Charter Banking Corp., such as health insurance, payment of country club dues, and use of office space and secretarial support.

The Corporation and Peter Mortensen, the present Chairman of the Board and former Chief Executive Officer of the Corporation, agreed, effective January 24, 2002, to the buy-out and cancellation of an agreement pursuant to which Mr. Mortensen had agreed to serve as an advisor to the Corporation during a period beginning on January 1, 2001, and ending not later than December 31, 2007. The terms of the buy-out and cancellation agreement are described on Page 17 under the caption "Termination of Employment Continuation Agreement with Mr. Mortensen".