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                                                                    EXHIBIT 10.4

                          TRANSITION SERVICES AGREEMENT

         THIS TRANSITION SERVICES AGREEMENT, dated as of ________________ (this
"Agreement"), is made by and between F.N.B. Corporation, a Florida corporation
("FNB"), and First National Bankshares of Florida Inc., a Florida corporation
("FNBF").

                                   WITNESSETH:

         WHEREAS, FNB and FNBF are parties to an Agreement and Plan of
Distribution, dated as of _____________ (the "Distribution Agreement"), pursuant
to which FNB will transfer certain assets to FNBF and have FNBF assume certain
liabilities of FNB;

         WHEREAS, in connection with the transactions contemplated by the
Distribution Agreement, FNB and FNBF wish to enter into this Agreement for
purposes of continuity and transition; and

         WHEREAS, FNBF desires FNB to provide the Services set forth on Schedule
A to FNBF, and FNB is willing to provide such Services, and FNB desires FNBF to
provide the Services set forth on Schedule B to FNB, and FNBF is willing to
provide such Services, all on the terms and conditions set forth below;

         NOW,  THEREFORE,  the parties hereto,  in consideration of the premises
and the mutual covenants contained herein, agree as follows:

         SECTION 1.        SPECIFIC DEFINITIONS.

         In addition to the terms defined elsewhere in this Agreement, as used
in this Agreement, the following terms have the respective meanings set forth
below:

         "Applicable Rate" shall mean shall mean the "prime rate" of interest
per annum, as published from time to time in The Wall Street Journal, Eastern
Edition, plus four percent.

         "FNB Services" shall mean those transitional services to be provided by
FNB to FNBF set forth on Schedule A hereto to assist FNBF in operating FNBF's
business.

         "FNBF Services" shall mean those transitional services to be provided
by FNBF to FNB set forth on Schedule B hereto to assist FNB in operating FNB's
business.

         "Loss" shall mean all losses, liabilities, damages, claims, demands,
judgments or settlements of any nature or kind, known or unknown, fixed,
accrued, absolute or contingent, liquidated or unliquidated, including all
reasonable costs and expenses (legal, accounting or otherwise as such costs are
incurred) relating thereto.

         "Person" shall mean any natural person, corporation, business trust,
limited liability

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company, joint venture, association, company, partnership or government, or any
agency or political subdivision thereof.

         "Services" shall mean, collectively, the FNB Services and the FNBF
Services.

         SECTION 2.        SERVICES.

                  2.1      Services.

                           (a)      FNB shall provide to FNBF each FNB Service
                  for the term set forth opposite the description of such FNB
                  Service in Schedule A. Additional services may be provided to
                  FNBF by FNB if such arrangement is agreed to in writing and
                  executed by FNB and FNBF.

                           (b)      FNBF shall provide to FNB each FNBF Service
                  for the term set forth opposite the description of such FNBF
                  Service in Schedule B. Additional services may be provided by
                  FNBF to FNB if such arrangement is agreed in writing and
                  executed by FNB and FNBF.

                  2.2      Standard of Service. In performing the Services, FNB
         and FNBF shall provide substantially the same level of service and use
         substantially the same degree of care as their respective personnel
         provided and used in providing such Services prior to the date hereof,
         subject in each case to any provisions set forth on Schedule A or
         Schedule B with respect to each such Service.

         SECTION 3.        LICENSES AND PERMITS. Each party warrants and
covenants that all duties and obligations (including with respect to FNB, all
FNB Services and with respect to FNBF, all FNBF Services) to be performed
hereunder shall be performed in compliance with all material applicable federal,
state, provincial and local laws, rules and regulations. Each party shall obtain
and maintain all material permits, approvals and licenses necessary or
appropriate to perform its duties and obligations (including with respect to
FNB, the FNB Services and with respect to FNBF, the FNBF Services) hereunder and
shall at all times comply with the terms and conditions of such permits,
approvals and licenses.

         SECTION 4.        PAYMENT.

                  4.1      Service Fees.

                           (a)      In consideration for the provision of each
                  of the FNB Services, FNBF shall pay to FNB the fee set forth
                  for such FNB Service on Schedule A.

                           (b)      In consideration for the provision of each
                  of the FNBF Services, FNB shall pay to FNBF the fee set forth
                  for such FNBF Service on Schedule B.


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                  4.2      Costs and Expenses.

                           (a)      In addition to the fees payable in
                  accordance with Section 4.1(a), FNBF shall reimburse FNB for
                  all reasonable and necessary out-of-pocket costs and expenses
                  (including postage and other delivery costs, telephone,
                  telecopy and similar expenses) incurred by FNB with respect to
                  third parties in connection with the provision of FNB Services
                  to FNBF pursuant to the terms of this Agreement or paid by FNB
                  on behalf of FNBF.

                           (b)      In addition to the fees payable in
                  accordance with Section 4.1(b), FNB shall reimburse FNBF for
                  all reasonable and necessary out-of-pocket costs and expenses
                  (including amounts for premiums, claims, fees, postage and
                  other delivery costs, telephone, telecopy and similar
                  expenses) incurred by FNBF with respect to third parties in
                  connection with the provision of FNBF Services to FNB pursuant
                  to the terms of this Agreement or paid by FNBF on behalf of
                  FNB.

                  4.3      Invoices.

                           (a)      FNB will invoice FNBF: (i) as of the last
                  day of each calendar month for any fees payable by FNBF in
                  accordance with Section 4.1(a) for FNB Services listed on
                  Schedule A provided pursuant to the terms of this Agreement
                  during such month; (ii) as of the last day of each calendar
                  month for any amounts payable by FNBF in accordance with
                  Section 4.2(a) for any out-of-pocket costs and expenses
                  incurred during the immediately preceding month to the extent
                  FNB has received an invoice from such third party; and (iii)
                  as of the last day of each calendar month for any taxes
                  (excluding income taxes) payable with respect to the provision
                  of FNB Services to FNBF during such month. FNB shall deliver
                  or cause to be delivered to FNBF each such invoice within 30
                  days following the last day of the calendar month to which
                  such invoice relates. FNBF shall pay each such invoice
                  received by electronic funds transfer within 30 days of the
                  date on which such invoice was received.

                           (b)      FNBF will invoice FNB: (i) as of the last
                  day of each calendar month for any fees payable by FNB in
                  accordance with Section 4.1(b) for FNBF Services listed on
                  Schedule B provided pursuant to the terms of this Agreement
                  during such month; (ii) as of the last day of each calendar
                  month for any amounts payable by FNB in accordance with
                  Section 4.2(b) for any out-of-pocket costs and expenses
                  incurred during the immediately preceding month to the extent
                  FNBF has received an invoice from such third party; and (iii)
                  as of the last day of each calendar month for any taxes
                  (excluding income taxes) payable with respect to the provision
                  of FNBF Services to FNB during such month. FNBF shall deliver
                  or cause to be delivered to FNB each such invoice within 30
                  days following the last day of the calendar month to which
                  such invoice relates. FNB shall pay each such invoice received
                  by electronic funds transfer within 30 days of the date on
                  which such invoice was received.


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                  4.4      Late Payment. Any amount not paid when due shall be
         subject to a late payment fee computed daily at a rate equal to the
         Applicable Rate. Notwithstanding the foregoing, in the event a party
         disputes the accuracy of any invoice, a party shall pay the undisputed
         portion of such invoice as provided herein, and the parties hereto will
         promptly meet and seek to resolve the disputed amount of the invoice.
         Each party agrees to pay the other party's reasonable attorneys' fees
         and other costs incurred in collection of any amounts owed to such
         other party hereunder and not paid when due. Notwithstanding anything
         to the contrary contained herein, in the event either party fails to
         make a payment when due hereunder, and such failure continues for a
         period of 30 days following delivery of written notice to such
         non-paying party of such failure, the other party shall have the right
         to cease provision of Services to such non-paying party until such
         overdue payment (and any applicable late payment fee accrued with
         respect thereto) is paid in full. Such right of the party providing
         Services shall not in any manner limit or prejudice any of such party's
         other rights or remedies in the event of the non-paying party's failure
         to make payments when due hereunder, including any rights or remedies
         pursuant to Section 7.

                  4.5      Fees, Etc. Upon Termination of Services. In the event
         of a termination of Services pursuant to Section 7.1, with respect to
         the calendar month in which such Services cease to be provided (the
         "Termination Month"), the recipient of such Services shall be obligated
         to pay a pro rata share of the fee for such Service set forth on
         Schedule A or Schedule B, as applicable, equal to the product of (x)
         the fee set forth on Schedule A or Schedule B, as applicable,
         multiplied by (y) a fraction, the numerator of which is the number of
         days in the Termination Month such Services are provided, and the
         denominator of which is 30.

         SECTION 5.        INDEMNIFICATION.

                  5.1      Indemnification by Principal.

                           (a)      FNBF agrees to indemnify, defend and hold
                  FNB harmless from and against any Loss to which FNB may become
                  subject arising out of, by reason of or otherwise in
                  connection with the provision hereunder by FNB of FNB
                  Services, other than Losses resulting from FNB's gross
                  negligence, willful misconduct or material breach of its
                  obligations pursuant to this Agreement. Notwithstanding any
                  provision in this Agreement to the contrary, FNBF shall not be
                  liable under this Section 5.1 for any consequential, special
                  or punitive damages (including lost profits), except to the
                  extent that such consequential, special or punitive damages
                  relate to a Loss resulting from a Third-Party Claim (as
                  defined in the Distribution Agreement).

                           (b)      FNB agrees to indemnify, defend and hold
                  FNBF harmless from and against any Loss to which FNBF may
                  become subject arising out of, by reason of or otherwise in
                  connection with the provision hereunder by FNBF of FNBF
                  Services, other than Losses resulting from FNBF's gross
                  negligence, willful misconduct or material breach of its
                  obligations pursuant to this


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                  Agreement. Notwithstanding any provision in this Agreement to
                  the contrary, FNB shall not be liable under this Section 5.1
                  for any consequential, special or punitive damages (including
                  lost profits), except to the extent that such consequential,
                  special or punitive damages relate to a Loss resulting from a
                  Third-Party Claim (as defined in the Distribution Agreement).

                  5.2      Indemnification by Provider.

                           (a)      FNB agrees to indemnify, defend and hold
                  FNBF harmless from and against any Loss to which FNBF may
                  become subject arising out of, by reason of or otherwise in
                  connection with the provision hereunder by FNB of FNB Services
                  to FNBF where such Losses resulted from FNB's gross
                  negligence, willful misconduct or material breach of its
                  obligations pursuant to this Agreement.

                           (b)      FNBF agrees to indemnify, defend and hold
                  FNB harmless from and against any Loss to which FNB may become
                  subject arising out of, by reason of or otherwise in
                  connection with the provision hereunder by FNBF of FNBF
                  Services to FNB where such Losses resulted from FNBF's gross
                  negligence, willful misconduct or material breach of its
                  obligations pursuant to this Agreement.

                  5.3      Procedures for Indemnification. Any indemnification
         claims made hereunder shall be made in accordance with Article III of
         the Distribution Agreement.

         SECTION 6.        CONFIDENTIALITY.

         Each party shall keep confidential the Schedules to this Agreement and
all information received from the other party regarding the Services, including
any information received with respect to FNB or FNBF, and use such information
only for the purposes set forth in this Agreement unless otherwise agreed to in
writing by the party from which such information was received. In the event a
party is required by any court or legislative or administrative body (by oral
questions, interrogatories, requests for information or documents, subpoena,
civil investigation demand or similar process) to disclose any confidential
information provided pursuant to this Agreement, the party shall provide the
other party with prompt notice of such requirement in order to afford the other
party an opportunity to seek an appropriate protective order or other remedy.
However, if the other party is unable to obtain or does not seek such protective
order and the party required to disclose the confidential information is, in the
opinion of its counsel, legally compelled to disclose such confidential
information, disclosure of such information may be made without liability under
this Agreement. The covenants in this Section 6 shall survive any termination of
this Agreement indefinitely with respect to information qualifying as a trade
secret under applicable law and for a period of three (3) years from the date
such termination becomes effective with respect to all other information.


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         SECTION 7.        TERM.

                  7.1      Duration.

                           (a)      Subject to Sections 6, 7.2, 7.3 and 7.4, the
                  term of this Agreement shall commence on the date hereof and
                  shall continue in full force and effect with respect to each
                  Service until the earlier of (i) the expiration of the
                  duration or term period assigned to such Service on Schedule A
                  or Schedule B or (ii) the termination of such Service in
                  accordance with Section 7.1(b).

                           (b)      Each party acknowledges that the purpose of
                  this Agreement is for FNB to provide the FNB Services to FNBF
                  on an interim basis until FNBF can perform the FNB Services
                  for itself, and for FNBF to provide the FNBF Services to FNB
                  on an interim basis until FNB can perform the FNBF Services
                  for itself. Accordingly, each of FNB and FNBF shall use its
                  commercially reasonable efforts to make or obtain such
                  approvals, permits and licenses and implement such systems, as
                  shall be necessary for it to provide the appropriate Services
                  for itself as promptly as practicable. As FNBF becomes
                  self-sufficient or engages other sources to provide any FNB
                  Service, FNBF shall be entitled to release FNB from providing
                  any or all of the FNB Services hereunder by delivering a
                  written notice thereof to FNB at least 30 days prior to the
                  effective date of release of such FNB Service(s). At the end
                  of such 30 day period (or such shorter period as may be agreed
                  by the parties), FNB shall discontinue the provision of the
                  FNB Services specified in such notice and any such FNB
                  Services shall be excluded from this Agreement, and Schedule A
                  shall be deemed to be amended accordingly. As FNB becomes
                  self-sufficient or engages other sources to provide any FNBF
                  Service, FNB shall be entitled to release FNBF from providing
                  any or all of the FNBF Services hereunder by delivering a
                  written notice thereof to FNBF at least 30 days prior to the
                  effective date of release of such FNBF Service(s). At the end
                  of such 30-day period (or such shorter period as may be agreed
                  by the parties), FNBF shall discontinue the provision of the
                  FNBF Services specified in such notice and any such FNBF
                  Services shall be excluded from this Agreement, and Schedule B
                  shall be deemed to be amended accordingly.

                  7.2      Early Termination by FNB. FNB may terminate this
         Agreement by giving written notice to FNBF if FNBF shall default in the
         performance of any of its material obligations under, or breach any of
         its warranties set forth in, this Agreement, and such default or breach
         shall continue and not be remedied for a period of 30 days after FNB
         has given written notice to FNBF specifying such default or breach and
         requiring it to be remedied.

                  7.3      Early Termination by FNBF. FNBF may terminate this
         Agreement by giving written notice to FNB if FNB shall default in the
         performance of any of its material obligations under, or breach any of
         its warranties set forth in, this Agreement and such default or breach
         shall continue and not be remedied for a period of 30 days


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         after FNBF has given written notice to FNB specifying such default or
         breach and requiring it to be remedied.

                  7.4      Force Majeure. In the event the performance by FNBF
         or FNB of their respective duties or obligations hereunder is
         interrupted or interfered with by reason of any cause beyond its
         reasonable control, including fire, storm, flood, earthquake,
         explosion, war, strike or labor disruption, rebellion, insurrection,
         quarantine, act of God, boycott, embargo, shortage or unavailability of
         supplies, riot, or governmental law, regulation or edict (collectively,
         the "Force Majeure Events"), the party affected by such Force Majeure
         Event shall not be deemed to be in default of this Agreement by reason
         of its nonperformance due to such Force Majeure Event, but shall give
         prompt written notice to the other party of the Force Majeure Event.
         The party affected by the Force Majeure Event shall cooperate with the
         other party in obtaining, at the other party's sole expense, an
         alternative source for the affected Services, and the other party shall
         be released from any payment obligation to the party affected by the
         Force Majeure Event with respect to such Services during the period of
         such Force Majeure Event. Additionally, upon and during the occurrence
         of a Force Majeure Event, at the sole option of the party receiving the
         Services affected by the Force Majeure Event, the term of this
         Agreement shall be tolled with respect to any Services that are not
         being provided by a third party.

                  7.5      Consequences on Termination. In the event this
         Agreement expires or is terminated in accordance with this Section 7,
         then (a) all Services to be provided will promptly cease, (b) each of
         FNB and FNBF shall promptly return all confidential information
         received from the other party in connection with this Agreement
         (including the return of all information received with respect to the
         Services of FNB or FNBF, as the case may be), without retaining a copy
         thereof, and (c) each of FNB and FNBF shall honor all credits and make
         any accrued and unpaid payment to the other party as required pursuant
         to the terms of this Agreement, and no rights already accrued hereunder
         shall be affected.

         SECTION 8.        RECORDS.

         Each of the parties shall create and, for a period of six years after
the termination or expiration of this Agreement, maintain full and accurate
books in connection with the provision of the Services, and all other records
relevant to this Agreement, and upon reasonable notice from the other party
shall make available for inspection and copy by such other party's agents such
records during reasonable business hours.

         SECTION 9.        DISPUTE RESOLUTION.

                  9.1      Dispute Resolution under Distribution Agreement. Any
         dispute arising out of or relating to the performance, breach or
         interpretation of this Agreement shall be handled in accordance with
         Article V of the Distribution Agreement.


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                  9.2      Continuity of Service and Performance. Unless
         otherwise agreed herein or in writing, the parties will continue to
         provide Services and honor all other commitments under this Agreement
         and each Ancillary Agreement (as defined in the Distribution Agreement)
         during the course of dispute resolution pursuant to the provisions of
         this Section 9 with respect to all matters not subject to such dispute,
         controversy or claim.

         SECTION 10.       NOTICES.

         All notices and other communications hereunder shall be in writing,
shall reference this Agreement and shall be hand delivered or mailed by
registered or certified mail (return receipt requested) or sent by any means of
electronic message transmission with delivery confirmed (by voice or otherwise)
to the parties at the following addresses (or at such other addresses for a
party as shall be specified by like notice) and will be deemed given on the date
on which such notice is received:

                  To FNB:

                  F.N.B. Corporation
                  One F.N.B. Boulevard
                  Hermitage, Pennsylvania 16148
                  Attention: Chief Executive Officer
                  Telephone: (724) 983-6000
                  Facsimile: _________________

                  To FNBF:

                  First National Bankshares of Florida, Inc.
                  2150 Goodlette Road North
                  Naples, Florida 34102
                  Attention: Chief Executive Officer
                  Telephone: (239) 262-7600
                  Facsimile: __________________

         SECTION 11.       MISCELLANEOUS.

                  11.1     Waivers, Modifications, Amendments. Any provision of
         this Agreement may be amended or waived if, and only if, such amendment
         or waiver is in writing and signed, in the case of an amendment, by
         FNBF, on the one hand, and FNB, on the other hand, or in the case of a
         waiver, by the party against whom the waiver is to be effective. No
         failure or delay by any party in exercising any right, power or
         privilege hereunder shall operate as a waiver thereof nor shall any
         single or partial exercise thereof preclude any other or further
         exercise thereof or the exercise of any other right, power or
         privilege. The rights and remedies herein provided shall be cumulative
         and in addition to other or further remedies provided by law or equity.


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                  11.2     Governing Law. This Agreement shall be governed by
         and construed in accordance with the laws of the State of Florida
         applicable to contracts made and to be performed in the state of
         Florida.

                  11.3     Severability. The provisions of this Agreement shall
         be deemed severable and the invalidity or unenforceability of any
         provision shall not affect the validity or enforceability of the other
         provisions hereof. If any provision of this Agreement, or the
         application thereof to any person, corporation, partnership or other
         entity or any circumstance, is invalid and unenforceable, (a) a
         suitable and equitable provision shall be substituted therefor in order
         to carry out, so far as may be valid and enforceable, the intent and
         purpose of such invalid or unenforceable provision and (b) the
         remainder of this Agreement and the application of such provision to
         other persons, corporations, partnerships or other entities or
         circumstances shall not be affected by such invalidity or
         unenforceability, nor shall such invalidity or unenforceability affect
         the validity or enforceability of such provision, or the application
         thereof, in any jurisdiction.

                  11.4     Reference; Interpretation. References in this
         Agreement to any gender include references to all genders, and
         references to the singular include references to the plural and vice
         versa. The words "include", "includes" and "including" when used in
         this Agreement shall be deemed to be followed by the phrase "without
         limitation." Unless the context otherwise requires, references in this
         Agreement to Sections and Schedules shall be deemed references to
         Sections of, and Schedules to, this Agreement. Unless the context
         otherwise requires, the words "hereof", "hereby" and "herein" and words
         of similar meaning when used in this Agreement refer to this Agreement
         in its entirety and not to any particular Section or provision of this
         Agreement. This Agreement shall not be construed against either party
         as the principal drafter hereof.

                  11.5     Entire Agreement. This Agreement (including all
         Schedules hereto) contains the entire agreement between the parties
         hereto with respect to the subject matter hereof and supersedes all
         prior agreements and understandings, oral or written, with respect to
         such matters.

                  11.6     Assignment. Neither FNB nor FNBF may, directly or
         indirectly, assign or subcontract, or attempt to assign or subcontract,
         any of its rights or obligations hereunder, in whole or in part, by
         operation of law or otherwise, except as contemplated by Schedule A or
         Schedule B or except with the prior written consent of the other party;
         it being understood that such consent shall not be unreasonably
         withheld if FNB or FNBF assigns or subcontracts the Agreement to one of
         its Affiliates (as defined in the Distribution Agreement) with the
         financial and other resources and expertise to perform all of the
         obligations of such party hereunder. Any attempted assignment or
         delegation not in compliance with the forgoing shall be null and void
         and of no effect. Nothing contained herein shall prevent a party from
         providing Services through or with the assistance of third parties whom
         such party regularly used to provide such Services prior to the date
         hereof.


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                  11.7     Binding Effect. This Agreement shall be binding upon
         the parties hereto and their respective successors and permitted
         assigns, if any, and except as provided herein, shall inure to the
         benefit of the parties hereto and their respective successors and
         permitted assigns, if any.

                  11.8     Counterparts. This Agreement may be executed in one
         or more counterparts, each of which shall be deemed an original, and
         all of which shall constitute one and the same Agreement.

                  11.9     No Agency or Partnership. Nothing in this Agreement
         will create, or will be deemed to create, a partnership or the
         relationship of principal and agent or of employer and employee between
         the parties.

                  11.10    Provisions Unaffected. Nothing contained in this
         Agreement shall affect the rights and obligations of FNB and FNBF
         pursuant to the Distribution Agreement.


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<PAGE>

         IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
on behalf of the parties hereto as of the date first herein above written.



                                      F.N.B. CORPORATION



                                      By:
                                         --------------------------------------
                                         Stephen J. Gurgovits
                                         Vice Chairman



                                      FIRST NATIONAL BANKSHARES OF FLORIDA, INC.



                                      By:
                                         ---------------------------------------
                                         Gary L. Tice
                                         Chairman and Chief Executive Officer


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