BYLAWS OF F.N.B. CORPORATION
A Florida Corporation
Adopted on March 23, 2001
Amended and Restated as of March 15, 2006
Section 1. Annual Meeting . The regular annual meeting of the shareholders for the election of directors
and the transaction of whatever other business may properly come before the meeting shall be held at the
principal office of the Corporation, at 2 o’clock, p.m. on the third Wednesday of May of each year, or at such
other time and place as the Board of Directors (the “Board”) may designate. Notice of such meeting shall be
given not less than 10 nor more than 60 days before the date of the meeting, addressed to each shareholder at
his/her address appearing on the books of the Corporation.
Section 2. Special Meetings . Special meetings of the shareholders may be called by the Chairman of the
Board or the President, or by the Secretary pursuant to a resolution or at the written direction of 75% of the
members of the Board, or by the holders of not less than 10% of the outstanding shares of the Corporation.
Special meetings may be held at such place as shall be specified in the notice thereof. Except as otherwise
required by law or by the Articles of Incorporation, written notice of the time, place and purpose or purposes of
every special meeting of shareholders shall be given not less than 10 nor more than 60 days before the date of the
meeting , addressed to each shareholder at his/her address appearing on the books of the Corporation. At any
special meeting only such business may be transacted that is related to the purpose or purposes set forth in the
notice of the special meeting .
Section 3. Record Date for Meetings and Other Purposes . For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders, or to express consent to or dissent
from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment