Exhibit 99.4

                               F.N.B. CORPORATION
                                 CODE OF CONDUCT
                                       for
                    Senior Executives and Financial Managers


GENERAL: All officers and employees of F.N.B. Corporation are subject to the
terms and conditions of the Company-wide Code of Ethics. This Code of Conduct is
directed to Senior Executives and Financial Managers and recognizes the unique
legal, regulatory and ethical duties and obligations for which those individuals
are responsible. Senior Executives are those individuals who serve on the
Company's Leadership Council. Financial Managers include the C.F.O. and the
Controller of F.N.B. Corporation along with the C.F.O.'s and Controllers at each
affiliate and such other individuals as the C.E.O. and C.F.O. may designate.

SPECIFIC OBLIGATIONS: All Senior Executives and Financial Managers are subject
to the following duties and responsibilities:

        1.      Act at all times with honesty and integrity, avoiding actual or
                apparent conflicts of interest in all personal, professional and
                business relationships and to proactively promote ethical
                behavior throughout the Company.

        2.      Comply with all statutes, rules and regulations of any federal,
                state and local government (that are applicable to the Company's
                operations) as well as any other appropriate, private and public
                regulatory agencies.

        3.      Act in good faith, responsibly, with due care, competence and
                diligence, without misrepresenting material facts or permitting
                independent judgment to be subordinated or compromised.

        4.      Always respect the confidentiality of Company and customer
                information and related rights of privacy, except when
                authorized or otherwise legally obligated to disclose that
                information, and never use such confidential information for
                personal gain.

BOOKS AND RECORDS: All Senior Executives and Financial Managers are responsible
for the creation, implementation and administration of appropriate internal
accounting and disclosure controls over all areas of their responsibility to
ensure the safeguarding of the assets of the Company and the accuracy of its
financial records and reports.

ACCURATE AND TIMELY PERIODIC REPORTS: The Company is committed to providing
investors with full, fair, accurate, timely and understandable disclosure in the
periodic reports that it is required to file. To this end, the Company's Senior
Executives and Financial Managers shall:

        -       comply with generally accepted accounting principles at all
                times;

        -       maintain a system of internal accounting controls that will
                provide reasonable assurances to management that all
                transactions are properly recorded;

        -       maintain books and records that accurately and fairly reflect
                the Company's transactions;





        -       maintain a system of internal controls over the financial
                reporting process;

        -       prohibit the establishment of any undisclosed or unrecorded
                funds or assets;

        -       maintain a system of disclosure controls and procedures that
                will provide reasonable assurance that material information
                about the Company is made known to management, particularly
                during the periods in which the Company's periodic reports are
                being prepared; and

        -       present information in a clear and orderly manner.

REPORTING AND EFFECT OF VIOLATIONS: Senior Executives and Financial Managers
shall report, in person or in writing, any known or suspected violations of
laws, governmental regulations, the company-wide Code of Ethics or this Code of
Conduct to the Audit Committee of the Company's Board of Directors. The Company
will not allow any retaliation against a Senior Executive or Financial Manager
who acts in good faith in reporting any such violation.

The Audit Committee will investigate any reported violations and will oversee an
appropriate response, corrective action and preventative measures. Any Senior
Executive or Financial Manager that violates any laws, governmental regulations
or this Code of Conduct or the company-wide Code of Ethics will face
appropriate, case specific disciplinary actions, which may include demotion or
discharge, and the filing of regulatory reports with the Company's regulatory
authorities.

WAIVERS OR AMENDMENTS: The provisions of this Code of Conduct or the
company-wide Code of Ethics may only be waived for any Senior Executive or
Financial Manager by a resolution of the Audit Committee. Amendments to this
Code of Conduct and the company-wide Code of Ethics will also require action by
the Audit Committee. Any such waiver or amendment will be publicly disclosed as
required by the securities exchange or association on which the Company's
securities are listed for trading and as required by the Securities Exchange
Commission.


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