Exhibit 99.3

                                 CODE OF ETHICS

The Company is based on a strong foundation of trust and respect. It is
essential for us as an industry and as an organization within that industry to
maintain a reputation for honesty and fair dealing.

This Code of Ethics reflects the Company's policy of responsible and ethical
business practices, and applies to all employees of the Corporation and its
subsidiaries. In addition to the Code of Ethics, all executive officers and
financial executives will be subject to an additional code of ethics
specifically designed for the most senior corporate officers. The Code reflects
our commitment to conduct business honestly, fairly and ethically. By adopting
this code, we acknowledge that our success is based on the commitment of all
employees to observe and practice the highest standard of behavior. For
convenience, the term "employees," as used in this Code, includes officers and
non-officers, and the term, "Company" refers to every employing entity, whether
a Company or non-Company affiliate of F.N.B. Corporation.

It is impracticable to think we can delineate all conduct required to ensure
adherence to the high ethical standards expected of us, or set forth rules that
cover all conceivable situations. This Code, therefore, is not intended to be
all-inclusive, but should serve as a guide in applying our basic philosophy of
conducting business with integrity and fairness.

Generally, you are expected to exercise good judgement and common sense in your
decisions and dealing with others. You are expected to be knowledgeable about
your job and to comply with all applicable laws and regulations. Many of the
laws and regulations which govern your conduct also apply to your "immediate
family", such as your spouse, children grandchildren, parents, grandparents,
brothers, sisters and in-laws, as well as anyone who resides with you. It is
your duty and responsibility to familiarize yourself with the provisions of this
Code, to inform family members of your obligations under this Code, and to
explain how their actions could affect you.

A violation of the Code is a serious matter, and may be grounds for dismissal or
other disciplinary action. Any deviations or exceptions to the provisions of
this Code must be authorized in advance, in writing, by your immediate
supervisor, CEO or President.

Difficult questions of judgement may arise from time to time. If you have
questions or concerns about issues that may be governed by the Code, if any
doubt exists regarding the propriety of any action or activity, if the
application of the rules or guidance of this Code to a particular circumstance
is unclear, or should you become aware of actual or suspected violations,
contact your immediate supervisor, CEO or President immediately.

If the supervisor, CEO or President cannot resolve any issue raised by an
employee under the Code of Ethics, the supervisor, CEO or President will request
assistance in resolving such issue from the Chief Legal Officer, Chief Auditor
and Director of Corporate Human Resources. The Chief Legal



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Officer, Chief Auditor and Corporate Director of Human Resources will resolve
all issues raised under the Code of Ethics. Only the Chief Legal Officer, Chief
Auditor and Corporate Director of Human Resources, acting as a group, may grant
waivers of this Code of Ethics. The Chief Legal Officer, Chief Auditor and
Director of Corporate Human Resources will record minutes of any meetings and if
they agree to waiver of this Code of Ethics, such waiver will only be granted in
writing.

REPORTING MISCONDUCT
The Company's reputation for integrity depends upon the conduct of its
employees. You are integral part of the Company's defenses against fraud, civil
or criminal liability and unethical business practices.

If you think you may have violated any law, regulation, bank policy or this Code
of Ethics, you must immediately report such to your supervisor, director of
Human Resources, general auditor, Legal Department or CEO. In addition, if you
observe, have knowledge of or become aware of any illegal or improper conduct on
the part of another employee or person providing services for the Company, you
must immediately communicate that information to your supervisor, director of
Human Resources, general auditor, Legal Department or CEO.

Unless you report such situations to management, the Company cannot deal with
such problems appropriately. If an employee conceals improper conduct, it often
compounds the problem and may delay, hamper or preclude appropriate responses
that could prevent further issues. Additionally, if you fail to disclose
improper conduct of which you become aware, you are also exposing yourself to
disciplinary action for failure to advise management of the problem.

SUPERVISORY RESPONSIBILITIES CONCERNING REPORTS OF MISCONDUCT

Upon learning of probable or actual misconduct, supervisors must immediately
notify the Legal Department. Supervisors who fail to take appropriate action may
be held responsible for failure to supervise properly.

RETALIATION IS PROHIBITED

The Company prohibits retaliation against any individual who, in good faith,
reports any violation of law, regulation, company policy or this Code of Ethics,
or any individual who participates in, or otherwise supports, an investigation
of such reports. Anyone who retaliates against an individual under such
circumstances will be subject to disciplinary action up to and including
termination.

CONFLICTS OF INTEREST

A "conflict of interest" occurs in any situation in which you or a member of
your immediate family stand to benefit, directly or indirectly, from a
relationship with a supplier, customer, competitor or other person or company
who deals with the Company. Employees are responsible for dealing fairly with
the Company in business transactions and for ensuring that their personal and
business interests do not bias decisions of Company personnel or



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the Board of Directors. Failure to ensure that transactions between employees
and the Company are done properly may result in violation of law, regulatory
sanctions or lead to reputation, liquidity, compliance and credit risks. You
must strive at all times to avoid conflicts of interest, or even the appearance
of a conflict, which could expose the Company to liability such as:

PREFERENTIAL TREATMENT

Favoring the interests of certain customers, suppliers, or fellow employees over
what would be standard practice or accepted policy for the general public
constitutes preferential treatment. This prohibition includes any special
treatment for yourself, family members or close friends. As Company employees,
you are not permitted to make loans or handle other sensitive financial
transactions for yourself or your immediate family. These matters must be
handled by an unrelated officer or employee. Types of preferential treatment
are:

Better loan terms. Regulation O allows for the extension of credit pursuant to a
benefit or compensation program to any employee of the Company or its affiliates
that is widely available to all employees of the Company. Preference will not be
given to any insider of the Company and its affiliates over other employees of
the Company and its affiliates.

Personal involvement in a business deal. Transactions between an employee and
the Company must be at arms-length and at a minimum comply with the following
requirements: (a) the transaction complies with laws, especially laws pertaining
to insider transactions; (b) the terms of the transaction are fully documented
and are no more favorable than those available to the general public; and (c)
the transaction has been discussed with and approved by your immediate
supervisor who will first confer with the CEO or President or his designate.

Special treatment. You cannot give special treatment to a director, fellow
employee, customer or supplier solely because of your personal relationship with
that individual.

TAKING BUSINESS OPPORTUNITIES

A conflict of interest exists if you take for yourself a business opportunity
which belongs to the Company. These opportunities rightfully belong to the
Company when the Company has first pursued the opportunity, when the business
has been offered to the Company, when it is the type of business in which the
Company competes, when the Company has funded it, or when the Company has
devoted facilities or personnel to develop it. For example, if, as an employee,
you helped develop a training program or software package and then start a
business to sell those products to other companies outside the Company, you
would be improperly taking a business opportunity belonging to the Company.

Another example is that you are not to remove from the premises of the Company
or any of its present or future subsidiaries or affiliates, except as an
employee of the Company in pursuit of the business of F.N.B. Corporation




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or any of its present or future subsidiaries or affiliates, or except as
specifically permitted in writing by the F.N.B. Corporation, any document or
object containing or reflecting any Proprietary Information. It is also
important for you to recognize that all such documents, tangible and intangible
are property of the Company and that you must not divulge or disclose
Proprietary Information to any third party and under no circumstances reveal or
permit this information to become known by any competitor of F. N. B.
Corporation or its subsidiaries and affiliates. At the end of employment with
F.N.B. Corporation or any of its affiliates, subsidiaries or future affiliates
or subsidiaries, or any time upon request by F.N.B. Corporation, you shall
return all such material to the Company. In addition, you must understand that
you are not to retain any copies, duplicates, reproductions, or excerpts of the
Proprietary Information either during employment or at any time thereafter.

GIVING TAX OR LEGAL ADVICE

Employees are often asked by their customers for advice on certain topics
involving their accounts or finances. To avoid a conflict of interest, you
should avoid giving any advice unless it is an inherent part of your job. You
should consult the appropriate legal or regulatory personnel within the Company
when unsure what to do. You should never give tax or legal advice which you
aren't both qualified and licensed to provide.

Keep in mind, too, that when you consult the Legal Department for help in
handling a situation, the answer you are given will represent the best interests
of the Company. Customers should not expect or rely on information from our
Legal Department for their personal use, but should always be encouraged to seek
out their own attorneys. If a customer asks you for the name of an attorney, be
careful to avoid the appearance of favoritism or potential influence over the
customer's decisions. Name several individuals, or better yet, encourage the
customer to contact the lawyer referral service in his area.

If you become involved in a situation which might cause a conflict, or even the
appearance of a conflict, consult with your immediate supervisor. In many cases
disclosing the situation alone may eliminate the conflict.

CONFIDENTIAL INFORMATION

Confidentiality has always been an essential part of the financial industry. Our
customers give us a great deal of sensitive information about themselves and
trust us to keep this information confidential. It is your responsibility to
safeguard information about the Company, its customers, suppliers, shareholders
and employees. Information you acquire through your employment must be held in
the strictest confidence and may be used solely for business purposes, and never
for personal gain. It must not be disclosed to anyone else, including family
members or even another employee, unless the other employee has a business
reason for obtaining the information in order to perform his or her duties.
Except for routine credit inquiries, confidential information may be disclosed
to persons outside the Company only when authorized in writing by the customer
or as required by law (under subpoena or other legal process).


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TYPES OF CONFIDENTIAL INFORMATION

Although we cannot list every type of information that should remain
confidential, here are some examples. In every case, releasing this information
to unauthorized persons could subject both you and the Company to liability.

Confidential information is any information relating to the business of F.N.B.
Corporation or any of its subsidiaries or affiliates that has not previously
been publicly released by F.N.B. or its affiliates; this includes information
such as marketing and business plans, financial information, costs, pricing
information, customer and client lists, relationships between F.N.B. and
dealers, distributors, sales representatives, wholesalers, customers, clients,
suppliers and any information which any of them provide to F.N.B. and its
affiliates.

INFORMATION ABOUT CUSTOMERS.

Employees are often in possession of confidential credit information about a
customer which, if disclosed, could have a material effect on the customer's
operations or business reputation, or on the market for the customer's
securities. Any disclosure of privileged or material information could expose
the Company and the employee disclosing the information to liability. To limit
this possibility, confidential information should be shared with other
departments or affiliates only as specifically needed to perform work
activities. This is particularly true of relationships between the trust,
investment, lending and non-deposit product function for the Company.
Indiscriminate handling of documents, and discussion of business in public or
common areas such as elevators, hallways, rest rooms and lunch areas should be
avoided.

INFORMATION ABOUT THE COMPANY OR F.N.B. CORPORATION. You must not disclose
information concerning business plans, customer lists and databases, or reports
resulting from regulatory examinations. Releasing financial information about
the Corporation is discussed under "Insider Trading."

PRESERVATION OF CONFIDENTIALITY. As a condition of your employment at F.N.B. or
one of its affiliates, you agree to regard and preserve as confidential any
information which is generally described above, including any information which
you may develop or obtain during the course of your employment. This includes
any information which you have retained in any fashion, including in writing,
electronically or in your memory, including information maintained on any
computer or electronic device owned by you or F.N.B. and its affiliates or any
other personal property on which you have maintained confidential information.
You agree that you will not, without written authorization from F.N.B. or its
affiliates, use any such confidential information for your own benefit or
purpose and you will not disclose such information to others at any time, either
during the time which you were employed with F.N.B. or its affiliates or at any
time thereafter, irrespective of the reason for your termination of employment,
including involuntary or voluntary termination and retirement. Of course, you
may disclose information necessary in the performance of work for F.N.B. and its
affiliates.



                                       5


REMOVAL OF DOCUMENTS. You agree not to remove from the premises of F.N.B. or its
affiliates, except in your capacity as an employee and in pursuit of business on
behalf of F.N.B. or its affiliates any document or object containing or
reflecting confidential information as described above. You recognize that any
such information, even if developed by you, is the exclusive property of F.N.B.
or its affiliates.

NON-SOLICITATION. As a condition of your employment at F.N.B., during the term
of your employment and during the one year period immediately following
termination of your employment, you hereby agree that you will not engage in any
acts which would be considered improper solicitation under this Code of Ethics.
For the purposes of this Code of Ethics, improper solicitation includes:
directly or indirectly, soliciting or selling to any customer of F.N.B. or its
affiliates, any product or service offered by F.N.B. or its affiliates;
employing or assisting in employing any present employee of F.N.B. or any of its
affiliates; and directly or indirectly requesting or advising any customer or
supplier of F.N.B. to withhold, curtail, or cancel their business with F.N.B. or
its affiliates. A customer is any person or entity with whom you transacted
business or became aware of during your employment with F.N.B.

COMPANY'S INTEREST IN CONFIDENTIAL INFORMATION

The confidential information discussed above is valuable property of F.N.B. and
its affiliates which F.N.B. desires to and intends to protect under applicable
laws. If you fail to abide by the confidential information provisions of this
Code of Ethics, F.N.B. and its affiliates may take legal action against you to
compel you to cease any activity violating the Code of Ethics, return property
or abide by other appropriate remedies available to F.N.B. These remedies may
include injunctive relief or the recovery of money damages.

INSIDER TRADING

Material information about F.N.B. Corporation is disclosed to the public in a
way so that everyone interested in the Corporation or its securities will
receive that information at the same time. Early or unauthorized disclosure is a
violation of federal securities laws.

The use of material non-public information concerning F.N.B. Corporation or any
of its Affiliates (also known as "inside information") in securities
transactions ("insider trading"), or the communication of that information to
others who use it in securities trading, may violate federal securities laws.
Violations of these securities laws are likely to result in harsh consequences
for the individuals involved, including:

        Exposure to investigations by the Securities and Exchange Commission
        (SEC);

        Criminal and civil prosecution;


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        Relinquishing any profits realized or losses avoided through use of the
        information;

        Penalties of up to $1,100,000 or three times the amount of any profits
        or losses, whichever is greater;

        Prison terms of up to ten years; and/or

        Possible additional liability in private lawsuits brought by persons
        with whom the employee engages in securities transactions.

Insider trading violations can also expose F.N.B. Corporation and its Employees
acting in supervisory capacities to civil liabilities and penalties for the
actions of Employees under their control who engage in insider trading.

F.N.B. Corporation has adopted this policy statement to ensure that insider
information will not be used by Employees in securities transactions and to
ensure that the confidentiality of the information will be maintained. This
policy also applies to securities transactions made by individuals who reside in
the same household with employees. Strict compliance is expected from all
employees and members of their households. Any violation may result in
disciplinary action, up to and including termination of employment.

        NO EMPLOYEE OR MEMBER OF AN EMPLOYEE'S HOUSEHOLD MAY PURCHASE OR SELL
        ANY SECURITY WHETHER OR NOT ISSUED BY F.N.B. CORPORATION, IF THAT
        EMPLOYEE POSSESSES NON-PUBLIC MATERIAL INFORMATION CONCERNING F.N.B.
        CORPORATION, ITS AFFILIATES OR ANY OTHER PUBLIC COMPANY. ANY EMPLOYEE
        WITH KNOWLEDGE OF MATERIAL INFORMATION REGARDING F.N.B. CORPORATION, ITS
        AFFILIATES OR ANOTHER COMPANY THAT TRANSACTS BUSINESS WITH F.N.B.
        CORPORATION (SUCH AS A MERGER, ACQUISITION CANDIDATE OR VENDOR, ETC.)
        SHALL NOT COMMUNICATE SUCH INFORMATION TO ANY OTHER PERSON UNLESS THAT
        PERSON REQUIRES THE INFORMATION IN ORDER TO PERFORM HIS OR HER
        PROFESSIONAL DUTIES.

        EMPLOYEES SHOULD CONSULT WITH THE LEGAL DEPARTMENT IF THEY HAVE ANY
        QUESTIONS PERTAINING TO THESE RESTRICTIONS.

"Material Information" means information relating to F.N.B. Corporation (or any
other company with publicly-traded securities), or its affiliates, its business
operations or securities, which would be likely to affect the market price of
any of its securities, or would be likely to be considered important by an
investor in determining whether to buy, sell, or hold those securities if the
information were to be publicly disseminated. Some examples of the types of
information often found to be "material" are:

         Earnings estimates;
         Dividends;
         Major new discoveries or advances in research;



                                       7



         Acquisitions, including mergers and tender offers;
         Sales of substantial assets;
         Change in debt ratings;
         Significant write-downs of assets or additions to reserves or
         bad debts or contingent liabilities;
         Liquidity problems;
         Important management developments;
         Public offerings;
         Major price or marketing changes;
         Labor negotiations; or
         Significant litigation or investigations by internal auditors or
         government bodies.

Information about a company should be considered non-public if it is not widely
disseminated to the general public. Information would generally be deemed
"widely disseminated" if it has been disclosed, for example, in:

         The Dow Jones broad tape;
         News wire services such as Associated Press (AP) or Reuters;
         Radio or television;
         Newspapers or magazines;
         Public documents filed with SEC, such as periodic reports,
         prospectuses or proxies.


Employees, immediate family members and others residing at their place of
residence, may not purchase or sell a security until at least 48 hours after the
material non-public information the employee possesses has been widely
disseminated.

SALE OF TRUST ASSETS

Employees of F.N.B. Corporation and its affiliates are generally not permitted
to purchase assets owned by or administered by First National Trust company in
its custodial, administrative, or fiduciary capacity or any F.N.B. Corporation
affiliate. Reference should be made to the F.N.B. Corporation Trust Policy for
additional details about the sale of trust assets to employees.

MAINTAINING THE ACCURACY OF BANK RECORDS

The Company's records must be completely accurate. In order to insure such
accuracy, you must continually provide information to others within the Company
that it is accurate, complete, objective, relevant, timely and understandable.
You may not make any false or misleading entries in the Company's books, records
or filings or provide false information to anyone. Your appropriate actions will
insure that the Company will timely record all transactions correctly in
accordance with regulatory requirements.

If you become aware of questionable accounting or auditing matters, you must
report such to the Chairman, Audit Committee. This submission may be anonymous,
if you so choose. The Audit Committee is charged with receiving and handling all
such issues in a confidential manner When appropriate, the



                                       8



Audit Committee will promptly report violations of the Code of Ethics in
accordance with rules and regulations established by the Securities and Exchange
Commission.

BREACH OF TRUST OR DISHONESTY

As a Company employee, you must comply with all laws and regulations, including
those specific to our industry. If you specifically violate any applicable bank
industry laws (such as check kiting, embezzlement, accepting or making
fraudulent statements or making fictitious loans), you will lose your job and,
in most cases, suffer the consequences of criminal prosecution. If you are
convicted of a criminal offense, whether or not it is related to Company, you
will still face substantial fines and imprisonment.

Specifically, the law prohibits:

        Taking any money, funds, credits, assets, securities, software, or other
        property from the Company, including embezzlement of misappropriation of
        funds.

        Taking gifts, favorable treatment, bribes or anything of value in
        conjunction with general business decisions or Company transactions.

        Making false entries in accounting records, reports, financial
        statements or other documents.

        Using threats, physical force or other unauthorized means to collect
        money.

        Using Company funds or assets to finance campaigns for political office.

        Making a loan or giving a gift to an examiner who has the authority to
        examine F.N.B. Corporation or any of its affiliates or to an external
        auditor who has the authority to audit F.N.B. Corporation or any of its
        affiliates.

        Failing to report currency transactions and other matters as required by
        the Bank Secrecy Act.

        Knowing that a criminal offense has been committed and not notifying
        appropriate Company personnel and helping someone avoid capture or
        punishment.

If you have reason to suspect illegal or unethical activity is taking place
within the Company, it is both your right and responsibility to report it.
Contact your immediate supervisor, who will confer with the CEO, President, or
Legal Department and describe the problem. You will be provided with follow-up
information when it is deemed appropriate.



                                       9


TIE-INS AND COMPETITION

Although you are encouraged to promote the sale of all of the various products
and services offered by the Company, you should be aware that federal law
prohibits: "certain tying arrangements." A tying arrangement is one in which a
seller places conditions on offering a Company product or service which obligate
a Company customer to purchase a separate Company product or service. For
example, you may not extend credit on the condition that a customer rent a safe
deposit box. These prohibitions do not apply, however, to certain traditional
Company practices, such as requiring a compensating balance in connection with a
loan.

Additionally, the Sherman Antitrust Act prohibits any combination, conspiracy or
agreement among competitors to restrict or prevent competition. A specific
violation of this Act could be a formal or informal agreement between you and an
employee of another Company to fix prices, allocate markets or customers, or
refuse to deal with particular suppliers or customers. If you are in contact
with competing Companies, you must avoid any conversation that might give the
appearance of making such agreements. Be especially careful at social or
professional gatherings, where information related to the Company's business
dealings could be overheard by a competitor.

GIFTS

By law, you are not allowed to ask for or receive "anything of value" from a
customer, supplier, director, fellow employee, company or anyone else, if the
intention is to influence or reward a business decision or transaction involving
the Company.

A "business decision" includes, but is not limited to, awarding business to a
supplier, extending credit, underwriting transactions, giving or receiving
investment advice, and handling trust matters, checking accounts and any other
transactions involving customers and suppliers. These rules apply both before
and after a transaction is discussed and completed.

The Company Bribery Act applies to the person who offered the thing of value as
well as the person who received it. A violation of the Act can result in
substantial penalties, fines and/or imprisonment.

"ANYTHING OF VALUE": The definition of "anything of value" includes (but isn't
limited to) lavish or expensive gifts, including the use of vacation homes,
hunting lodges, villas, hotel accommodations, air fare or any other travel
expenses. Also included are expenses incurred in connection with a trip made to
evaluate a potential customer transaction or to select a supplier. Payment for
these expenses should never be accepted without prior written approval from the
CEO, President, or his designee. GIFTS OF CASH IN ANY AMOUNT ARE NEVER
PERMITTED. A rule of thumb about gifts is: Always decline any gift, regardless
of value, for you or your family if it is intended to, or has the appearance of
intending to influence the decisions you make for the Company.


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WHAT MAY BE ACCEPTED: There are some types of gifts, favors or entertainment
which may be accepted under certain circumstances. Here are a few examples:

         Meals and other entertainment. You may occasionally accept meals,
         refreshments and other entertainment from a customer, supplier,
         attorney or vendor if they are of reasonable value and the purpose of
         the meeting is to discuss business matters. Entertainment of reasonable
         value, (like attending a local football game) is also acceptable if it
         is a normal business practice generally offered to other customers,
         suppliers or vendors.

         "Nominal" gifts. You may occasionally accept small gifts or favors of
         nominal value offered as advertising or promotional material (for
         example, pens, pencils, note pads, calendars or food). Remember,
         though, that it isn't acceptable to take any gift or favor (even if its
         value is nominal) if it is given in direct relationship with a business
         decision or transaction, and the gift is used to exert influence on
         you. Further, even gifts of nominal value are not allowed if they are
         given on a regular basis. If you receive a gift and are unsure if it
         qualifies as one of "nominal value," consult with your CEO or
         President.

         Personal gifts. You may accept gifts of nominal value when they are
         related to recognize special occasions such as a graduation, promotion,
         new job, wedding, retirement, or a holiday. You may also accept a gift
         if it is given based on an obvious family or close personal
         relationship and is unrelated to the business involved between
         individuals.

         Gifts rewarding service or accomplishments: You may accept a gift from
         a civic, charitable, or religious organization given specifically
         because of your service or accomplishment.

         Discounts or rebates. You may take advantage of any discount on Company
         services or products if they are the standard discounts offered to all
         employees. You may also accept discounts or rebates on merchandise or
         services you buy for yourself from a customer or supplier, but only if
         they are the same as those offered to other customers or suppliers.

There may be other circumstances in which receiving a gift would be acceptable.
If you are unsure about a particular situation, discuss it with your CEO or
President. If someone sends you a gift which doesn't comply with the guidelines
stated above and you were unable to decline it personally, report it to your
immediate supervisor who will confer with the CEO or President for direction on
how to proceed.

OUTSIDE ACTIVITIES

Involvement in civic and political activities is beneficial to an employee's
personal growth and influence within his or her community and profession, as
well as to the Company. However, you are expected to avoid any outside interest
or activity that will interfere with your duties at the Company.


                                       11



Generally, your outside interests or activities should not:


         Significantly encroach on the time or attention you devote to your
           duties;
         Adversely affect the quality of your work;
         Compete with the Company's activities;
         Involve any significant use of Company equipment, facilities or
          supplies;
         Imply Company sponsorship or support;
         Adversely affect the Company's reputation.



CIVIC ACTIVITIES: Active participation in religious, community, professional or
charitable organizations is encouraged. Approval is not required to participate
in or accept appointment as a trustee, director or officer of a non-profit
organization unless there is a lending relationship or some other potential
conflict of interest between the organization and the Company.

POLITICAL ACTIVITIES: You are encouraged to participate in political activities
on your own time and in accordance with your individual desires and political
preferences. However, it must be clear at all times that your participation is
done as an individual and not as a representative of the Company. Before
accepting an appointment to or a nomination for public office, you must obtain
the written approval of the Company's CEO or President, or where applicable, the
Board of Directors. You should contact your immediate supervisor to begin the
process. The Company is strictly prohibited from contributing money, property or
services to any political party or candidate, either domestic or foreign. Loans
are also prohibited, except where made in the ordinary course of business and in
compliance with federal and state laws.

BUSINESS AND EMPLOYMENT ACTIVITIES: You may not accept a position as a director,
trustee, officer, owner or general partner of an outside business organized for
profit without the prior written approval of your CEO or President. You are
advised to contact your immediate supervisor to initiate your request for
approval. If approved, you are expected to recuse yourself from participating in
any decisions involving a relationship between the organization and the Company.

You must not engage in outside employment or business ventures that interfere or
conflict with the satisfactory fulfillment of your responsibilities to the
Company. You should not accept outside employment as a representative who
prepares, audits, or certifies statements or documents pertinent to the
Company's business, nor should you engage in business ventures where the primary
purpose is competition with the Company. Approval is required before engaging in
activities such as consulting, preparing tax returns, selling real estate or
rendering legal advice.

You should not invest in or have a personal business involvement with a customer
if you are responsible for the management of the Company's relationship with
that customer.



                                       12


You may be prohibited by federal law from participating in "interlocking
affiliations" that is, dual service as an employee of an organization that is
primarily engaged in the issue, flotation, underwriting, public sale or
distribution of stocks, bonds or to the securities; as a director, officer or
employee of any commercial Company, Company association, trust company or
savings Company not owned by F.N.B. Corporation; or as a director or officer of
a registered pubic utility holding company or subsidiary.

FIDUCIARY ACTIVITIES: To avoid the appearance of conflicts, you should not agree
to serve as an executor, trustee, personal trust advisor, guardian or other
position for anyone except a member of your immediate family. If you aren't sure
whether a particular situation presents a conflict of interest, ask your
immediate supervisor for clarification, since serving in this capacity requires
prior written approval from the President and CEO or his/her designate..
Employees may not accept bequests from Company customers. If this should occur,
you must take whatever legal steps are necessary to renounce the bequest. Any
exception to this policy will be based on a clear representation that you had a
close personal relationship with the deceased which was unrelated to your
employment with the Company.

PERSONAL FINANCES

No profession or industry has been held to a higher standard of conduct or
provided greater public service than the Banking industry. Company's have
traditionally recognized their duty to act in a manner of public trust and
confidence. Because you're a Banker, our customers assume that you manage your
finances impeccably. Consequently, you must avoid activities which may cause the
public to lose confidence in you or the Company. It is imperative that employees
avoid overdrafts, late payment of bills, misuse of Company accounts, check
kiting or involvement in criminal misuse of an account. In fact, engaging in any
of these activities could subject you to disciplinary action, up to and
including discharge.

INVESTING IN OTHER BUSINESSES

As an employee, you must have prior written approval from the CEO to invest
directly or indirectly in:

        The stock or business of a competitor, supplier or customer, unless that
        company's shares are publicly traded on a stock exchange or in the
        over-the-counter market.

        A company, business or other opportunity made available to you by a
        customer or supplier of the Company.

        Any company or business in which your ownership would be 4.99% or more.

You must contact your immediate supervisor to begin the approval process.




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         BORROWING OR LENDING MONEY

Borrowing is an essential function of our Company. As an employee, you must be
especially careful how you conduct your personal borrowing or lending
activities. These guidelines will help prevent conflicts of interest and/or
violations of federal law. When necessary, contact your immediate supervisor to
begin the approval process.

         Without the prior written approval of the Company's CEO or President,
         or where applicable, the Board of Directors, you should not borrow from
         a Company customer or borrow personally from employees. Neither should
         you co-sign, endorse or assume liability for borrowings of any customer
         (except a member of your family).

         Directors and executive officers are subject to the borrowing
         limitations of Regulation "O," a federal regulation which pertains to
         lending to a director or executive officer, or a lending officer making
         loans to directors or officers, it is your responsibility to understand
         and comply with Reg O. Specific information is available from the Legal
         Department of F.N.B. Affiliate Services.

         Lenders may not offer preferential interest rates, terms or waived fees
         on any kind of loan to any director of executive officer unless widely
         available to other employees.

ACKNOWLEDGMENT

At the time of each employee's review, or, at least annually, each employee must
sign an acknowledgment of their receipt and review of the current Code of Ethics
with all appropriate disclosures noted. Certain disclosures must be made to your
supervisor or others as situations arise.

Non-Employee Directors will include relevant information in these areas as part
of the annual completion of the Regulation O questionnaire.

If you have any questions in these areas, please contact your immediate
supervisor, Human Resources, the Legal Department, or your CEO or President for
assistance. All inquiries in these matters will be strictly confidential in
accordance with policy and applicable laws and regulations.





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                                 ACKNOWLEDGMENT

I hereby acknowledge that I have received and reviewed the Code of Ethics and
wish to disclose the following:



I agree to update this information as necessary. By signing below, I promise to
comply with the provisions of the Code throughout the duration of my employment.


Signature





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Date


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