Senior Corporate Counsel

n

Position Title: Senior Corporate Counsel

Business Unit: Legal

Reports to: Chief Legal Officer, Corporate Secretary and Senior VP FNB; Executive VP FNBPA

Position Overview:

This position is primarily responsible for providing counsel, advice, guidance and strategy with respect to legal, regulatory, litigation, compliance and risk matters arising out of the activities and operations of a public corporation operating in the highly regulated financial services industry. The incumbent understands the dynamics of providing legal advice and counsel in a public corporation environment and distills complex legal challenges into understandable, practical and common sense business solutions.

Primary Responsibilities:

Manage and supervise all outside litigation and other outsourced legal matters by overseeing the direction, strategy, work product and billing. Maintain an active list of approved attorneys, and negotiate and establish realistic budgets, hourly rates, and fixed fees.

Provide sound legal analysis and practical legal advice and solutions to executive and business leaders on laws, regulations, rules and policies related to the operations of the corporation. Provide counsel to various affiliates, business functions, Compliance, executives and business leaders regarding contracts, non-disclosure agreements and relevant statues and regulations.

Offer legal guidance on banking and commercial law issues including issues relating to check and item processing, as well as deposit and UCC requirements. Provide advice regarding the legal requirements attendant to Commercial and Consumer Loan transactions in business operational matters, including relevant agreements and documentation requirements.

Participate in due diligence and contract preparation, review, and negotiation in connection with potential merger and acquisition transactions. Support company's vendor and contract management system, including ability to review and negotiate material contracts, licensing agreements, employment and independent contractor agreement, deeds and leases.

Assist in the development and implementation of compliance policies and procedures and provide counsel with respect to consumer compliance issues arising out of bank examinations, internal and external audits, and internal compliance reviews.

Provide legal advice regarding whistleblower complaints and assist with the investigation of such complaints and communicate with regulatory agency concerning inquiries regarding such complaints.

Offer advice and recommendations to Human Resources related to various employment and labor laws, ERISA, benefit, equity and retirement plan issues. Provide oversight of the corporation's Code of Conduct and whistleblower complaints.

Principally responsible for preparing and filing regulatory applications concerning consolidations of branch locations, expansion into new markets, and acquisitions of new branches and businesses.

Provide counsel to the Board of Directors and senior management with regard to the corporation's risk management and audit-related functions. Provide legal assistance with corporate-wide policy preparation and review, and serve as legal advisor on other corporate-wide projects.

Performs other related duties and projects as assigned.

All employees have the responsibility and the accountability to serve as risk managers for their businesses by understanding, reporting, responding to, managing and monitoring the risk they encounter daily as required by F.N.B. Corporation's risk management program.

F.N.B. Corporation is committed to achieving superior levels of compliance by adhering to regulatory laws and guidelines. Compliance with regulatory laws and company procedures is a required component of all position descriptions.

Minimum Level of Education Required to Perform the Primary Responsibilities of this Position:

JD

Minimum # of Years of Job Related Experience Required to Perform the Primary Responsibilities of this Position:

10

Skills Required to Perform the Primary Responsibilities of this Position:

Excellent project management skills

Excellent communication skills, both written and verbal

Excellent organizational, analytical and interpersonal skills

Excellent customer service skills

Ability to use a personal computer and job-related software

MS Word - Basic Level

MS Excel - Intermediate Level

MS PowerPoint - Basic Level

Experience providing legal representation to financial services companies and banks, preferably, either as in-house counsel or with a law firm which provides representation to such entities.

Licensures/Certifications Required to Perform the Primary Responsibilities of this Position:

Attorney License

Physical Requirements or Work Conditions Beyond Traditional Office Work:

N/A

Equal Employment Opportunity (EEO):

It is the policy of F.N.B. Corporation (FNB) and its affiliates not to discriminate against any employee or applicant for employment because of age, race, color, religion, sex, national origin, disability, veteran status or any other category protected by law. It is also the policy of FNB and its affiliates to employ and advance in employment all persons regardless of their status as individuals with disabilities or veterans, and to base all employment decisions only on valid job requirements. FNB provides all applicants and employees a discrimination and harassment free workplace.

FNB will not provide sponsorship for employment-based visas for this position; only candidates who are legally authorized to work in the U.S. will be considered.