AGREEMENT OF LIMITED PARTNERSHIP OF FNB FINANCIAL SERVICES, LP

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                                                                     EXHIBIT 4.4

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                           FNB FINANCIAL SERVICES, LP

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                                 TABLE OF CONTENTS

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ARTICLE 1 ORGANIZATIONAL MATTERS.................................................     1

Section 1.1 - Formation..........................................................     1
Section 1.2 - Name...............................................................     1
Section 1.3 - Purpose and Character of Business..................................     1
Section 1.4 - Effective Date; Term...............................................     1
Section 1.5 - Registered Agent...................................................     1
Section 1.6 - Partners...........................................................     2

ARTICLE 2 DEFINITIONS............................................................     2

ARTICLE 3 CAPITAL CONTRIBUTIONS; LOANS...........................................     2

Section 3.1 - Capital............................................................     2
Section 3.2 - Interest...........................................................     2
Section 3.3 - Additional Required Funds..........................................     2
Section 3.4 - Loans..............................................................     3
Section 3.5 - Distributions and Withdrawals......................................     3
Section 3.6 - Subsequent Partners................................................     3

ARTICLE 4 ALLOCATIONS OF PROFITS AND LOSSES; DISTRIBUTIONS; ACCOUNTING...........     3

Section 4.1 - Allocation of Income and Loss......................................     3
Section 4.2 - Distribution of Cash Flow..........................................     4
Section 4.3 - Books and Records..................................................     4
Section 4.4 - Accounting Period and Method.......................................     5
Section 4.5 - Capital Accounts...................................................     5
Section 4.6 - Charges Against Capital Accounts...................................     5
Section 4.7 - Tax Election.......................................................     5
Section 4.8 - Tax Matters Partner................................................     5

ARTICLE 5 MANAGEMENT.............................................................     6

Section 5.1 - Powers of the General Partner......................................     6
Section 5.2 - Duties of the Managing Partners....................................     7
Section 5.3 - Compensation to the Managing Partners..............................     7
Section 5.4 - Prohibition on Authority of the Managing Partners..................     7
Section 5.5 - Exculpation and Indemnification....................................     8
Section 5.6 - Expenses...........................................................     8
Section 5.7 - Insurance..........................................................     8

ARTICLE 6 RIGHTS AND PROHIBITIONS AFFECTING GENERAL PARTNERS.....................     9
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Section 6.1 - Withdrawal of General Partner......................................     9
Section 6.2 - Additional General Partners........................................     9

ARTICLE 7 RIGHTS AND PROHIBITIONS AFFECTING LIMITED PARTNERS.....................     9

Section 7.1 - Rights, Powers, and Restrictions...................................     9
Section 7.2 - Limitation on Withdrawal...........................................     9
Section 7.3 - Additional Limited Partners........................................     9
Section 7.4 - Voting - Limited Partners..........................................     9

ARTICLE 8 TRANSFER OF INTEREST; WITHDRAWAL.......................................    10

Section 8.1 - Unrestricted Transfers.............................................    10
Section 8.2 - Right of First Refusal.............................................    10
Section 8.4 - Transferees........................................................    11
Section 8.5 - Admission of Transferees...........................................    11
Section 8.6 - Compliance.........................................................    12
Section 8.7 - Withdrawal of a General Partner....................................    12
Section 8.8 - Withdrawal of Sole General Partner.................................    12

ARTICLE 9 DISSOLUTION; TERMINATION OF THE PARTNERSHIP............................    12

Section 9.1 - Causes of Termination..............................................    12
Section 9.2 - Liquidation........................................................    12
Section 9.3 - Final Accounting...................................................    13

ARTICLE 10 MISCELLANEOUS.........................................................    13

Section 10.1 - Governing Law.....................................................    13
Section 10.2 - Amendments........................................................    13
Section 10.3 - Further Action....................................................    14
Section 10.4 - Binding Effect....................................................    14
Section 10.5 - Ratification......................................................    14
Section 10.6 - Entire Agreement..................................................    14
Section 10.7 - Headings, Etc.....................................................    14
Section 10.8 - Severability......................................................    14
Section 10.9 - Notices...........................................................    14
Section 10.10 - Power of Attorney................................................    15
Section 10.11 - Counterparts.....................................................    15
Section 10.12 - Exhibits.........................................................    15
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                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                            FNB FINANCIAL SERVICES, LP

      THIS AGREEMENT OF LIMITED PARTNERSHIP (the "Agreement"), is entered into
by and among Regency Consumer Financial Services Inc. (hereinafter referred to
as the "General Partner"), and FNB Consumer Financial Services Inc. (hereinafter
referred to as the "Limited Partner") (the Limited Partner and the General
Partner are hereinafter sometimes collectively referred to as the "Partners" and
individually as a "Partner") who hereby agree to form a limited partnership
under and governed by the provisions of the Delaware Revised Uniform Limited
Partnership Act, Title 6, Chapter 17 of the Delaware Code (the "Act"). The
limited partnership is formed for the purposes and upon the terms and conditions
hereinafter set forth.

                                     ARTICLE 1

                             ORGANIZATIONAL MATTERS

      Section 1.1 - Formation. The Partners hereby enter into this Agreement
under the Act for the purpose of evidencing their agreement to operate the
Partnership as a partnership for federal tax purposes. The Partners have
authorized the formation of the Partnership as a Delaware limited partnership
pursuant to the provisions of the Act and have caused to be filed a Certificate
of Limited Partnership with the Secretary of State of Delaware. The Partners
shall forthwith execute and cause to be filed any additional documents and
instruments as may be necessary or appropriate in connection with the
transaction of business by the Partnership.

      Section 1.2 - Name. The name of the Partnership is FNB FINANCIAL SERVICES,
LP (the "Partnership"). The Partnership shall conduct business under such name
or such variations of such name as the General Partner deems appropriate to
comply with the laws of any other jurisdiction in which the Partnership
qualifies to do business.

      Section 1.3 - Purpose and Character of Business. The Partnership is formed
to issue, administer and repay Securities (as defined in the Indenture) being
issued pursuant to and authenticated under that certain Indenture by and among
the Partnership, F.N.B. Corporation, as Guarantor and J.P. Morgan Trust Company,
National Association, as Trustee ("Trustee"), dated as of January ____, 2005
(the "Indenture"), as well as to perform any other actions necessary or
appropriate to effectuate the issuance, administration and repayment of such
Securities.

      Section 1.4 - Effective Date; Term. This Agreement shall be deemed to be
effective on the date that an executed copy of the Certificate of Limited
Partnership required by Section 17-201 of the Act was filed with the Secretary
of State of Delaware. The term of the Partnership shall be perpetual unless
earlier dissolved and terminated pursuant to the Act or any provision of this
Agreement.

      Section 1.5 - Registered Agent. The name of the registered agent for
service of process on the Partnership shall be Entity Services Group, LLC
#9272016, and the address of the registered agent and registered office in the
State of Delaware is 103 Foulk Road, Suite 200, Wilmington,

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Delaware 19803. Upon any change of the Registered Agent, the Partnership shall
file a notice of change with the Secretary of State of Delaware as required
under the Act.

      Section 1.6 - Partners. Upon the execution of a counterpart signature page
to this Agreement, (i) the General Partner shall be admitted as a general
partner of the Partnership and (ii) the Limited Partner shall be admitted as the
limited partner of the Partnership. The names, mailing addresses and number of
Units of the Partners are set forth on Exhibit A attached hereto.

                                    ARTICLE 2

                                   DEFINITIONS

      For purposes of this Agreement, unless the context clearly indicates
otherwise: (i) all of the capitalized words in this Agreement shall have the
meanings set forth in the Appendix; and (ii) all non-capitalized words defined
in the Act shall have the meanings set forth therein.

                                     ARTICLE 3

                          CAPITAL CONTRIBUTIONS; LOANS

      Section 3.1 - Capital. Concurrently with the execution of this Agreement,
the Partners shall make a Capital Contribution in cash or property having a fair
market value in the amount set forth opposite each Partner's name in Exhibit A
attached hereto. All Capital Contributions of the partners shall be credited to
the Partners' Capital Accounts and maintained by the Partnership in accordance
with Section 4.5 hereof.

      Section 3.2 - Interest. No Partner shall be entitled to any interest on
its Capital Account or on its contributions to the capital of the Partnership.

      Section 3.3 - Additional Required Funds. If additional capital is
required, as determined by the General Partner, each Partner may, but shall not
be required to, contribute such capital in proportion to the number of Units
owned by each Partner as compared to the total number of Units owned by all of
the Partners. If additional Capital Contributions are made by the Partners to
the Partnership, additional Units (General Partnership Units or Limited
Partnership Units, as the case may be) shall be issued by the General Partner to
such Partners. The determination of the amount of Units to be issued shall be
determined by the General Partner, taking into account the value of said Capital
Contribution and the then net fair market value of the underlying Partnership
property immediately before the contribution. If any Partner shall not make such
additional contribution, the other Partners shall have the right, but not the
duty, to make such contributions, in proportion to the number of Units owned by
such Partner or as otherwise agreed, in exchange for additional Units. The
Partners agree that the sole remedy for failure to make an additional Capital
Contribution under this Section 3.3 shall be the dilution of their ownership
interest in the Partnership by the reason of the issuance of additional Units to
other Partners who have made such additional Capital Contributions.

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      Section 3.4 - Loans. In the event the Partnership shall require funds to
carry on the business of the Partnership, any Partner shall have the right, but
not be required, to loan money upon terms and conditions acceptable to such
Partner and the Partnership ("Loans").

      Section 3.5 - Distributions and Withdrawals. No Partner shall be entitled
to make withdrawals from the Partnership except to the extent of distributions
made pursuant to express provisions of this Agreement. Distributions may be made
in cash or in property or partly in each. No Partner shall have the right to
require that a distribution be made other than in cash, except as expressly
provided otherwise in this Agreement.

       Section 3.6 - Subsequent Partners. Any Person who subsequently becomes a
Partner by contributing property to the Partnership shall be given full and fair
Capital Account credit therefor based upon the net fair market value of the
property at the date of the contribution, as determined by mutual agreement of
the Person contributing the property and the General Partner. Upon any such
contributions, the Capital Account balances of the other Partners shall be
adjusted to reflect the then net fair market value of the underlying Partnership
property after the contribution in accordance with Section 704(b) of the Code
and the Treasury Regulations promulgated thereunder.

                                    ARTICLE 4

                       ALLOCATIONS OF PROFITS AND LOSSES;
                            DISTRIBUTIONS; ACCOUNTING

      Section 4.1 - Allocation of Income and Loss. For purposes of maintaining
the Capital Accounts and in determining the rights of the Partners among
themselves, the Partnership's items of income, gain, loss, and deduction shall
be allocated among the Partners for each fiscal year (or portion thereof) as
provided herein below.

      a.     Profits. Except as otherwise provided, after giving effect to the
            Regulatory Allocations and Curative Allocations, Profits of the
            Partnership for each fiscal year shall be allocated among the
            Partners as follows:

            (i)    First, to the Partners in proportion to and to the extent of
                  the cumulative amount of Losses allocated to the Partners
                  pursuant to Section 4.1(b)(ii) hereof for all prior fiscal
                  years, over the cumulative Profits allocated to the Partners
                  pursuant to this Section 4.1(a)(i) for all prior fiscal years;

            (ii)   Second, to the Partners in proportion to and to the extent of
                  the cumulative amount of Losses allocated to the Partners
                  pursuant to Section 4.1(b)(i) hereof for all prior fiscal
                  years, over the cumulative Profits allocated to the Partners
                  pursuant to this Section 4.1(a)(ii) for all prior fiscal
                  years;

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            (iii) The balance, if any, to the Partners in proportion to the
                  total number of Units owned by each Partner as compared to the
                  total number of Units owned by all of the Partners.

      b.     Losses. Except as otherwise provided, after giving effect to the
            Regulatory and Curative Allocations, Losses of the Partnership for
            each fiscal year shall be allocated among the Partners as follows:

            (i)    First, to the Partners, up to an amount, if any, necessary to
                  reduce their respective positive Capital Account balance to
                  zero, in proportion to their respective positive Capital
                  Account balances; and

            (ii)   The balance, if any, to the Partners in proportion to the
                  total number of Units owned by each Partner as compared to the
                  total number of Units owned by all of the Partners.

      c.     Varying Unit Ownership. Partners whose Units in the Partnership vary
            during a fiscal year shall be allocated Profits and Losses by
            allocating to them the appropriate pro rata part amount of such
            items based on the number of days that they held their Units during
            the fiscal year.

      Section 4.2 - Distribution of Cash Flow. Except as provided in Article 9
hereof, the General Partner may distribute Cash Flow, from time to time, first
to the payment of the principal and accrued interest, if any, of the Loans
contemplated by Section 3.4 hereof, in proportion to the relative amounts of
each; then to the Partners in proportion to the total number of Units owned by
each Partner as compared to the total number of Units owned by all of the
Partners, provided that the General Partner has adequately funded Working
Capital Reserves to meet the future liabilities of the Partnership.
Notwithstanding any provision to the contrary contained in this Agreement, the
Partnership shall not be required to make a distribution to a Partner on account
of its interest in the Partnership if such distribution would violate the Act or
any other applicable law.

      Section 4.3 - Books and Records. The books and records of the Partnership
shall be kept in sufficient detail to determine the Profits, Losses, credits and
the federal income tax items of the Partnership for each period for which an
allocation is to be made pursuant to this Agreement. The Partnership shall also
keep such books and records in sufficient detail so as to permit preparation of
financial statements in accordance with customary accounting principles
consistently applied. Such books and records and financial statements, together
with any other records and documents required to be made available by the
Partnership for inspection under the Act, shall be maintained at the principal
office of the Partnership. Such documents shall be open for inspection and
examination, copying, verification or audit thereof by any Partner or its duly
authorized representative for any purpose reasonably related to such Partner's
interest in the Partnership. The General Partner shall have the right to keep
confidential from the Limited Partners for such period of time as the General
Partner deems reasonable, any information which the General Partner reasonably
believes to be in the nature of trade secrets or other information the
disclosure of which the General Partner in good faith believes is not in the
best interest of the Partnership or could damage the Partnership or its

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business or which the Partnership is required by law or by agreement with a
third party to keep confidential.

      Section 4.4 - Accounting Period and Method. The accounting period and
fiscal year of the Partnership shall be the period ending December 31 each year.
The Partnership shall prepare all financial statements on the cash method of
accounting or such other reasonable accounting method approved by the General
Partner.

      Section 4.5 - Capital Accounts. A separate Capital Account shall be
determined and maintained for each Partner. No Partner shall have any interest
in the Capital Account of any other Partner. Capital Accounts shall be
determined and maintained on the same basis as Capital Accounts are determined
and maintained by the Partnership for purposes of federal income taxation in
accordance with the requirements of Section 704(b) of the Code and Section
1.704-1(b) of the Treasury Regulations promulgated thereunder.

      Section 4.6 - Charges Against Capital Accounts. If the Partnership shall
suffer Losses as a result of which the Capital Account of any Partner shall be
negative, such Losses shall be carried as a charge against such Partner's
Capital Account and a subsequent share of Profits and gain of the Partnership
shall be applied to restore such deficit in such Partner's Capital Account.

      Section 4.7 - Tax Election. All elections and options available to the
Partnership for federal and state tax purposes shall be taken or rejected by the
Partnership in the sole discretion of the General Partner. The General Partner
may elect pursuant to Section 754 of the Code to adjust the basis of the
Partnership's assets, in the case of a distribution of property, in the manner
provided in Section 734 of the Code and, in the case of a transfer of a
Partner's Units, in the manner provided in Section 743 of the Code.

      Section 4.8 - Tax Matters Partner. The General Partner shall act as the
initial Tax Matters Partner as defined in Section 6231 of the Code. The Tax
Matters Partner shall provide the Partners with a copy of all correspondence and
shall keep the other Partners reasonably informed of any audit, administrative
or judicial proceedings involving the potential adjustment at the Partnership
level of any item required to be taken into account by the Partners for purposes
of federal, state and local income taxation. In any controversy with the
Internal Revenue Service or any other taxing authority involving the
Partnership, either directly or indirectly, the Tax Matters Partner may, in
respect thereof, incur expenses on behalf of the Partnership which it deems
necessary and advisable and in the best interests of the Partnership including,
but not limited to, attorneys' and accounting fees. The Tax Matters Partner may
execute or agree to a settlement or a compromise of such controversy, waive or
extend the statute of limitations, choose a forum for litigation and file
amended tax returns without the prior consent of the Partners. The Partnership
shall indemnify the Tax Matters Partner and make advancement of expenses as
provided in Section 5.5 of this Agreement.

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                                    ARTICLE 5

                                   MANAGEMENT

      Section 5.1 - Powers of the General Partner. The General Partner shall
have all the rights, powers and restrictions conferred in this Agreement and
under the Act which are consistent with the characterization and treatment of
the Partnership as a limited partnership. Subject to the limitations imposed
under the Act and this Agreement, the General Partner shall have all the rights,
powers and restrictions which may be possessed by a general partner under the
Act as are necessary to manage and carry on the business of the Partnership.
Such rights and powers shall include, but shall not be limited to, the right and
power to:

      a.     cause the issuance, administration and repayment of the Securities
            issued pursuant to and authenticated under the Indenture in such
            manner as the General Partner deems reasonable and appropriate under
            the circumstances;

      b.     manage the day-to-day operations of the Partnership, including the
            right to establish bank accounts for the Partnership and make
            deposits of the capital and other funds for the Partnership in and
            withdrawals from such accounts, and to borrow funds, use the assets
            of the Partnership as collateral, or guarantee any obligation of the
             Partnership as the General Partner deems necessary to carry on the
            Partnership business;

      c.     incur and pay reasonable expenses with respect to the conduct and
            operation of the Partnership business, including expenses in
            connection with the registration, administration and repayment of
            securities, and expenses for accounting, legal, appraisal,
            investment advice, clerical and other services;

      d.     disseminate information concerning the Partnership's affairs to the
            Partners as it deems necessary or appropriate;

      e.     perform any reasonable act in furtherance of the Partnership
            business;

      f.     render periodic reports to the Partners with respect to the
            operations of the Partnership;

      g.     maintain complete and accurate books of account (containing such
            information as shall be necessary to record allocations and
            distributions), and make such records and books of account available
            for inspection and audit by any Partner or its duly authorized
            representative (at the expense of such Partner) during regular
            business hours and at the principal office of the Partnership;

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      h.     prepare and distribute to the Partners, within the time prescribed
            by law, all required tax reporting information for each fiscal year
            and arrange for the preparation and filing of all tax returns of the
            Partnership;

      i.     cause to be timely filed all governmental filings for the
            Partnership, and do such other acts as may be required by law to
            qualify and maintain the Partnership as a limited partnership under
            the Act; and

      j.     execute any and all documents, in the name of and on behalf of the
            Partnership, which are necessary to effectuate any of the foregoing
            or otherwise necessary to carry out its duties as General Partner.

      Section 5.2 - Duties of the General Partner. The General Partner shall owe
no duties to the Partnership or the other Partners, other than as expressly
stated in this Agreement; provided, however, that the General Partner must
comply with the implied contractual covenant of good faith and fair dealing. In
addition to the obligations expressly imposed upon it by this Agreement:

      a.     The General Partner will comply with all the obligations imposed
             upon it, and will cause the Partnership to comply with all
            obligations imposed upon the Partnership by the Indenture.

      b.     Nothing in this Agreement, express or implied, shall give to any
            Person, other than the parties hereto and their successors hereunder
            and the Trustee and the Holders, which are hereby expressly made
            third party beneficiaries of this Agreement, any benefit or any
            legal or equitable right, remedy or claim under this Agreement,
            provided, however, that any such benefit, legal or equitable right,
            remedy or claim of such Trustee and Holders shall be enforceable
            only, and subject to all the limitations and restrictions thereon,
             as provided by the Indenture; provided, however, that in no event
            shall the General Partner be liable for the payment of the principal
            of, or the interest on, the Securities.

      Section 5.3 - Compensation to the General Partner. The General Partner
shall be allowed reasonable compensation for services rendered to the
Partnership. The General Partner shall also be entitled to reimbursement for any
reasonable expenses paid by it arising out of the business of the Partnership.

       Section 5.4 - Prohibition on Authority of the General Partner. The General
Partner shall not have the authority to:

      a.     do any act in contravention of the Certificate of Limited
            Partnership, the Act or this Agreement;

      b.     do any act which would make it impossible to carry on the ordinary
            business of the Partnership; or

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      c.     possess Partnership property or assign the rights of the Partnership
            in specific Partnership property for other than a Partnership
            purpose.

      Section 5.5 - Exculpation and Indemnification.

      a.     No Partner shall be liable to the Partnership or any other Partner
            for any loss, damage or claim incurred by reason of any act or
            omission performed or omitted by such Person, except that a Person
            shall be liable for any such loss, damage or claim incurred by
            reason of such Person's bad faith violation of the implied
            contractual covenant of good faith and fair dealing.

      b.     The Partnership shall, to the fullest extent permitted by law,
            indemnify any Partner who was or is a party or is threatened to be
            made a party to any threatened, pending or completed action, suit or
            proceeding, whether civil, criminal, administrative or investigative
            by reason of the fact that such Partner is a partner of the
            Partnership, against expenses (including attorneys' fees),
            judgments, fines and amounts paid in settlement actually and
            reasonably incurred by such Partner in connection with such action,
            suit or proceeding; provided, however, the Partnership shall not
             indemnify any Partner for such Partner's bad faith violation of the
            implied contractual covenant of good faith and fair dealing. The
            termination of any action, suit or proceeding by judgment, order,
            settlement, conviction, or upon a plea of nolo contendere or its
            equivalent, shall not of itself create a presumption that the
            Partner did not act in good faith and in a manner which the Partner
            reasonably believed to be in or not opposed to the best interests of
            the Partnership and, with respect to any criminal action or
            proceeding, had reasonable cause to believe that such Partner's
            conduct was unlawful.

      Section 5.6 - Expenses. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Partnership in advance of the
final disposition of such action, suit or proceeding upon receipt of an
understanding by or on behalf of a Partner to repay such amount unless it shall
ultimately be determined that such Partner is entitled to be indemnified by the
Partnership as authorized in this Article 5.

      Section 5.7 - Insurance. The Partnership shall have power to purchase and
maintain insurance on behalf of any Person who is or was a Partner of the
Partnership against any liability asserted against such Person and incurred by
such Person in such Person's capacity as a Partner, or arising out of such
Person's status as such.

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                                    ARTICLE 6

               RIGHTS AND PROHIBITIONS AFFECTING GENERAL PARTNERS

      Section 6.1 - Withdrawal of General Partner. A General Partner ceases to
be a general partner of the Partnership upon the happening of any of the events
of withdrawa