ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT


                   OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF

CERTAIN OFFICERS





Effective January 3, 2021, David B. Mitchell, II, 63, assumed the position of
Chief Wholesale Banking Officer of F.N.B.'s principal subsidiary, First National
Bank of Pennsylvania (FNBPA), succeeding former FNBPA Chief Wholesale Banking
Officer, Robert M. Moorehead, who retired effective December 31, 2020. As Chief
Wholesale Banking Officer, Mr. Mitchell will oversee commercial lines of
business and functional areas across FNBPA's market footprint including
Commercial Banking, Capital Markets and the Wealth Management group. Prior to
this promotion Mr. Mitchell served as Executive Vice President of FNBPA's
Capital Markets and Specialized Finance Business since January 2018.

Mr. Mitchell joined FNBPA in January 2018 after more than 36 years with The PNC
Financial Services Group, Inc ("PNC"). During his tenure with PNC, Mr. Mitchell
served in various bank officer positions and most recently in the following
leadership roles: Executive Vice President with responsibility over the
company's National Large Corporate, Energy, Metals and Mining businesses
(2012-2017) and Executive Vice President, Public Finance, where he led the
company's banking and capital markets activities in the government, higher
education and non-profit spaces (2005-2012).

Mr. Mitchell entered into a Change in Control Agreement ("Agreement") with FNBPA
which includes the following terms: payment of two (2) times annual salary
following termination after a change of control event; and a two (2) year
non-solicitation restrictive covenant following termination of employment. Mr.
Mitchell's base salary and incentive award opportunities under F.N.B.'s
Long-Term Incentive Plan and Short-Term Incentive Plan are consistent with those
afforded to the former Chief Wholesale Banking Officer Moorehead. A copy of Mr.
Mitchell's Agreement is attached hereto as Exhibit 10.1.

There are no arrangements or understandings between Mr. Mitchell and any other
person as it relates to his appointment to the offices referenced above. Mr.
Mitchell does not have a family relationship with any member of the Board of
Directors of F.N.B. or any executive officer of F.N.B., nor does he have a
material direct or indirect interest in any transaction requiring disclosure
under Item 404(a) of Regulation S-K.



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ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS



(d) Exhibits:

      Exhibit Number                                           Description
           10.1                    Change of control agreement between

David B. Mitchell, II, and First

National Bank of Pennsylvania  .
           104                   Cover Page Interactive Data File (the

cover page XBRL tags are embedded


                                 within the Inline XBRL document).

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