Corporate Counsel

The main areas of focus for this Corporate Counsel position include reviewing, drafting, and advising on complex commercial transaction documents, securities-based lending transaction documents, escrow and tri-party agreements, international and FX transactions, public finance transactions, municipal bond offering response and documentation, tax-anticipation notes, and banking services related vendor contract review, negotiation, and enforcement, in addition to general legal research and guidance for various lines of business.

Position Title: Corporate Counsel

Business Unit: Legal

Reports to: Senior Corporate Counsel

Position Overview:

This position is primarily responsible for providing counsel and guidance with respect to complex legal, regulatory and risk matters arising out of the activities, operations, contractual relationships, and business and transactional matters of a public company in the highly regulated financial services industry. The incumbent provides legal advice and support relating to complex legal, compliance and risk issues to both business and support employees as well as high-level management, communicates with outside counsel, prepares and reviews various legal documents and performs legal research.

Primary Responsibilities:

Provides support to Senior Corporate Counsel by assisting in the management of outside litigation and other outsourced legal matters as well as assisting with supervision and communication with outside counsel. Prepares and reviews pleadings and other litigation-related documents.

Provides sound legal analysis and practical legal advice and solutions to business leaders on laws, regulations, rules and policies related to the operations of the corporation. Provides counsel to various affiliates, business functions, Compliance, high-level management and business leaders.

Reviews material contracts, licensing agreements, deeds and leases.

Provides support to the Legal Department by conducting research on legal, compliance and other financial industry matters. Assists with research, preparation, implementation and maintenance of Legal Department policies and procedures.

Provides legal guidance on banking and commercial law issues including issues relating to check and item processing and deposit and UCC requirements. Provides legal guidance to human resources with regard to employment and benefit related issues.

Participates in due diligence reviews in connection with potential acquisition transactions.

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:

5

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 in a general legal field. Experience in a bank legal field preferred but not required. Firm understanding of applicable compliance laws and regulations.

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.