EXHIBIT 4.11 FORM OF AGENCY AGREEMENT

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EXHIBIT 4.11

AGENCY AGREEMENT

AGENCY AGREEMENT (the "Agreement") dated as of January ____, 2005, by and

among FNB FINANCIAL SERVICES, LP ("FNB Financial Services"), F.N.B. CORPORATION,

as Guarantor ("FNB") and REGENCY FINANCE COMPANY, as Agent (the "Agent").

BACKGROUND

Promptly upon the execution and delivery hereof, FNB Financial Services

plans to register, under the Securities Act of 1933, as amended (the "1933

Act"), up to Three Hundred Fifty Million Dollars ($350,000,000.00) aggregate

principal amount of its Subordinated Term Notes (the "New Term Notes") and

Subordinated Daily Notes (the "New Daily Notes") and Special Subordinated Daily

Notes (the "New Special Daily Notes and, together with the New Term Notes and

the New Daily Notes are sometimes collectively referred to in this Agreement as

the "New Notes"), to be guaranteed by FNB, and issued under and pursuant to the

Indenture dated as of January ____, 2005 (the "New Indenture"), by and among

FNB Financial Services, FNB, as Guarantor, and J.P. Morgan Trust Company,

National Association, as Trustee (the "Trustee"). The New Indenture permits,

among other things, the appointment of a paying agent for the purpose of

receiving amounts due from FNB Financial Services or FNB under, and making

payments due in respect to, New Notes issued under the New Indenture,

maintaining books with respect to the New Notes, acting as depository with

respect to certain funds to be established thereunder and undertaking certain

other duties described therein.

Under and subject to the terms and conditions hereof: (i) FNB Financial

Services desires to appoint the Agent, and the Agent desires to serve, as paying

agent for the New Notes (the "Paying Agent"); (ii) FNB Financial Services

desires to appoint the Agent, and the Agent desires to serve, as sales agent for

the New Notes (the "Sales Agent"); and (iii) FNB Financial Services and FNB

desire to appoint the Agent, and the Agent desires to serve, as exchange agent

(the "Exchange Agent") for the exchange of New Notes for outstanding

Subordinated Term Notes (the "FNB Term Notes") and outstanding Subordinated

Daily Notes (the "FNB Daily Notes") of FNB. The FNB Term Notes and FNB Daily

Notes are sometimes collectively referred to in this Agreement as the "FNB

Notes", and were issued under and pursuant to the Indenture, dated as of May 15,

1992, as amended, between FNB and J.P. Morgan Trust Company, National

Association, successor trustee to Northern Central Bank, as trustee (the "FNB

Indenture" and together with the New Indenture, the "Indentures").

The terms and conditions of the exchange offer (the "Exchange Offer") as

currently contemplated are set forth in a prospectus, dated _________________,

2005 (as the same may be amended or supplemented from time to time, the

"Prospectus"), and the form of letter of transmittal accompanying the Prospectus

(as the same may be amended or supplemented from time to time, the "Letter of

Transmittal"). The Letter of Transmittal is to be used by the holders of FNB

Notes to accept the Exchange Offer, and contains instructions with respect to

the delivery of FNB Notes tendered in connection therewith. The Exchange Offer

expires at 5:00 p.m., New York City time, on December 31, 2005, or on such later

date or time to which FNB Financial Services may extend the Exchange Offer (the

"Expiration Date"). Subject to the terms and

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conditions set forth in the Prospectus and the Letter of Transmittal, FNB

Financial Services expressly reserves the right to extend the Exchange Offer

from time to time by giving notice to the Agent before 9:00 a.m., New York City

time, on the Business Day following the previously scheduled Expiration Date.

In consideration of the premises and the mutual agreements hereinafter

contained, and other valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, and intending to be legally bound hereby, the

parties hereto agree as follows:

ARTICLE I

RULES OF INTERPRETATION

Section 1.1 General. Capitalized terms used in this Agreement which are

not defined herein shall have the meanings assigned to them in the New

Indenture, unless the context or use indicates another or different meaning or

intent. Definitions shall be equally applicable to both singular and plural

forms of any of the words and terms therein or herein defined. The words

"herein" and "hereof" and words of similar import, without reference to any

particular article, section or subsection, refer to this Agreement as a whole

rather than to any particular article, section or subsection hereof.

Section 1.2 Governing Law. This Agreement shall be governed by, and

construed in accordance with, the laws of the State of Delaware excluding its

choice of law principles that would require the application of the laws of

another jurisdiction.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 FNB Financial Services Representations and Warranties. FNB

Financial Services hereby represents and warrants that it has full power and

authority to execute, deliver and perform its obligations under this Agreement,

the New Indenture, the New Notes and any other agreements entered into by it and

related to the New Notes.

Section 2.2 FNB Representations and Warranties. FNB hereby represents and

warrants that it has full power and authority to execute, deliver and perform

its obligations under this Agreement, the FNB Indenture, the New Indenture, the

FNB Notes, the New Notes and any other agreements entered into by it and related

to the FNB Notes and the New Notes.

Section 2.3 Agent Representations and Warranties. The Agent hereby

represents and warrants that: (i) it has full power and authority to execute,

deliver and perform its obligations under this Agreement; (ii) its officers and

employees participating in the Agent's performance of its Duties under this

Agreement will not be subject to any statutory disqualification from so acting

under applicable federal and state securities laws, and cannot be or have been

associated with a securities broker-dealer for the 12-month period immediately

preceding the execution of this Agreement; and (iii) it has taken all actions

and made all registrations necessary and appropriate under all applicable

Federal and state securities laws to permit it to carry out its

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duties and obligations as Paying Agent, Sales Agent and Exchange Agent in

connection with the offer and sale of the New Notes and the Exchange Offer.

ARTICLE III

DUTIES OF THE AGENT

Section 3.1 Appointment as Paying Agent; Acceptance of New Paying Agent

Duties. As provided in the New Indenture, FNB Financial Services hereby appoints

the Agent as Paying Agent for the New Notes and any other Securities issued

under the New Indenture. The Agent acknowledges that it has received and

reviewed the New Indenture and hereby accepts such appointment and agrees to

perform all of the duties and obligations of the Paying Agent (the "New Paying

Agent Duties") pursuant to the New Indenture, subject to the terms and

conditions contained in this Agreement. The Paying Agent shall:

(1) give the Trustee notice of any default by FNB Financial Services or

FNB (or other obligor upon the New Notes) in the making of any payment of

principal or interest on the New Notes; and

(2) at any time during the continuance of any such default, upon the

written request of the Trustee, forthwith pay to the Trustee all sums held in

trust by the Paying Agent.

Section 3.2 Appointment as Sales Agent; Acceptance of New Sales Duties.

Subject to the limitations of the Securities Exchange Act of 1934, as amended,

FNB Financial Services hereby appoint the Agent as Sales Agent with respect to

the offer and sale of the New Notes and any other Securities issued under the

New Indenture (the "New Offer"). In carrying out its function as Sales Agent,

the Agent shall be strictly limited to performing the functions, and shall have

the duties and obligations, set forth in the Prospectus under the heading "Plan

of Distribution" (the "New Sales Duties" and, together with the New Paying Agent

Duties, the "New Note Duties"). The Sales Agent shall take such actions as may

be necessary to cause the representations set forth in Section 2.3(ii) hereof to

be true and correct at all times during the term of this Agreement.

Section 3.3 Appointment as Exchange Agent; Acceptance of Exchange Agent

Duties. FNB Financial Services and FNB hereby appoint the Agent as Exchange

Agent for the Exchange Offer. The Agent acknowledges that it has received and

reviewed the Prospectus and Letter of Transmittal, and hereby accepts such

appointment and agrees to perform all of the duties and obligations of the

Exchange Agent as specified in Article IV of this Agreement (the "Exchange Agent

Duties," and together with the New Note Duties, the "New Duties"), subject to

the terms and conditions contained in this Agreement.

ARTICLE IV

EXCHANGE AGENT DUTIES

Section 4.1 Exchange Agent Instructions. In carrying out its Exchange

Agent Duties, the Agent is to act in accordance with the following instructions:

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(1) The Agent will perform such duties, and only such duties, as are

specifically set forth in the section of the Prospectus captioned "The Exchange

Offer," the Letter of Transmittal or this Agreement.

(2) Letters of Transmittal received by the Agent shall be stamped by the

Agent as to the date of receipt and shall be preserved by the Agent for a period

of time at least equal to the period of time the Agent preserves other records

pertaining to the transfer of the New Notes and the FNB Notes (together, the

"Securities"). The Agent will examine each of the Letters of Transmittal and FNB

Notes and any other documents received by it from holders of FNB Notes, to

ascertain whether: (i) on their face the Letters of Transmittal and any such

other documents are duly executed and properly completed in accordance with

instructions set forth therein, and (ii) the FNB Notes have otherwise been

properly tendered. In each case where the Letter of Transmittal or any other

document has been improperly completed or executed or any of the FNB Notes are

not in proper form for transfer or some other irregularity in connection with

the acceptance of the Exchange Offer exists, the Agent will endeavor to inform

the tendering holder of the need for fulfillment of all requirements, and to

take any other action as may be necessary or advisable to cause such

irregularity to be corrected.

(3) Tenders of FNB Notes may be made only as set forth in the section of

the Prospectus captioned "The Exchange Offer - Procedures for Tendering FNB

Notes," and pursuant to properly completed and executed Letters of Transmittal,

and FNB Notes shall be considered properly tendered only when tendered in

accordance with the procedures set forth therein. With the approval of an

authorized officer of Regency Consumer Financial Services Inc., the general

partner of FNB Financial Services (the "General Partner"), an authorized officer

of FNB or any other person designated in writing by FNB Financial Services or

FNB (each a "Designated Officer"), the Agent is authorized to waive any

irregularities in connection with any tender of FNB Notes pursuant to the

Exchange Offer. Notwithstanding the provisions of this paragraph, FNB Notes that

any Designated Officer shall approve as having been properly tendered shall be

considered to be properly tendered.

(4) If requested by FNB Financial Services or FNB, the Agent shall advise

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