EXHIBIT 4.4 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 wit