F.N.B. CORPORATION CORPORATE GOVERNANCE GUIDELINES OF THE BOARD

The Nominating and Corporate Governance Committee will identify and select, or recommend that the Board select, Board candidates the Nominating and Corporate Governance Committee

The Nominating Committee of the Board of Directors shall review these Corporate Governance Guidelines, on at least an annual basis and report to the Board with any

Upon the recommendation and under the supervision of the Nominating and Corporate Governance Committee, the Board establishes and maintains programs for the initial and

The Nominating & Corporate Governance Committee shall review the continued appropriateness for Board membership in light of the change in position responsibility and

The Nominating and Corporate Governance Committee shall assist the Board of Directors in (1) identifying individuals qualified to become members of the Board (consistent with

The Nominating and Corporate Governance Committee shall annually review committee membership and recommend to the Board any changes in the structure of the committees.

The Nominating and Corporate Governance Committee shall be responsible, after consultation with the Chairperson of the Board, for making recommendations to the Board with respect

The Nominating and Corporate Governance Committee (the “Nominating Committee”) leads the search for individuals qualified to become members of the Board and selects or recommends