Deputy General Counsel - Bank

Position Title: Deputy General Counsel - Bank

Business Unit: Legal

Reports to: Chief Legal Officer and Corporate Secretary and Vice President FNB

Position Overview:

This position partners with the CLO in all matters regarding legal oversight and governance, risk management, regulatory compliance and advising the Board of Directors and senior business leaders on risk matters related to the Bank's business, operations and reporting activities. Direct oversight of managing the legal department including leading the staff, both direct and indirect reports, overseeing litigation and day to day guidance on various legal, regulatory and governance matters. Plays a key role in shaping legal strategy and ensuring a culture of ethics and legal compliance.

Primary Responsibilities:

Advises executives, senior management and boards of directors with respect to significant legal and risk matters which may impact operational, transactional or regulatory/legal compliance and reporting matters. Advises the Bank and affiliate boards of directors with respect to fiduciary and corporate governance responsibilities.

Represents the Bank in connection with governmental and regulatory matters, reporting responsibilities, examination responses and related matters. Counsels Board, senior management, business leaders, internal auditors, compliance staff and risk management function on significant legal and regulatory matters impacting the Bank.

Provides counsel in connection with negotiation of material agreements such as core processing system contracts, facility leases, senior management employment contracts, etc. Oversees the legal and regulatory responsibilities associated with significant Bank business initiatives and corporate-wide projects, such as mergers and acquisitions, new business activities and new products/services.

Provides significant oversight in the day to day responsibilities of managing a corporate legal department ensuring successful execution of plans and tactics to achieve FNB's organizational goals.

Helps provide oversight over Corporate Secretary functions and organizational duties, including maintaining governance records, board and committee minutes, board meeting preparations, compliance and other corporate certifications to regulators, shareholders, Board, management, and record and maintain shareholder, Board and committee minutes.

Meet with shareholders and proxy advisory firms regarding governance matters and practices. Advise on business continuity and crisis management events.

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:

15

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

Significant experience and understanding of bank regulatory and supervisory issues and securities law regulatory requirements.

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.