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F.N.B. Corporation’s Merger with BCSB Bancorp, Inc. Receives Regulatory Approvals

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PRESS RELEASE

- HERMITAGE, PA, and BALTIMORE, MD

F.N.B. Corporation (NYSE: FNB) and BCSB Bancorp, Inc. (NASDAQ: BCSB) today announced the receipt of all required regulatory clearances for the proposed merger of F.N.B. Corporation and BCSB Bancorp, Inc.

The Office of the Comptroller of the Currency and the Office of the Commissioner of Financial Regulation of the Maryland Department of Labor, Licensing and Regulation, have each approved the proposal to merge Baltimore County Savings Bank, the bank subsidiary of BCSB Bancorp, Inc., into First National Bank of Pennsylvania, F.N.B. Corporation’s bank subsidiary, and the Federal Reserve Bank of Cleveland has granted F.N.B. Corporation a waiver of its merger application requirements.

BCSB Bancorp, Inc. shareholders will vote on the proposed merger at a special meeting of the shareholders scheduled for January 29, 2014. The merger is expected to have an effective closing date of February 14, 2014

Vincent J. Delie, Jr., President and Chief Executive Officer of F.N.B. Corporation stated, “We are very pleased that the proposed merger with BCSB is going as planned. F.N.B.’s significant investments in experienced personnel and risk management systems enable us to maintain our core competency of merger integration. We look forward to welcoming BCSB shareholders, customers and employees to F.N.B.”

The respective Boards of Directors of BCSB Bancorp, Inc. and F.N.B. Corporation have previously approved the Agreement and Plan of Merger between F.N.B. Corporation and BCSB Bancorp, Inc. Additionally, as announced on June 14, 2013, shareholders of BCSB Bancorp, Inc. will be entitled to receive 2.08 shares of F.N.B. Corporation common stock for each common share of BCSB Bancorp, Inc. stock. The exchange ratio is fixed and the transaction is expected to qualify as a tax-free exchange for shareholders of BCSB, Inc.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT F.N.B. Corporation will file a registration statement on Form S-4 with the SEC. The registration statement will include a proxy statement/prospectus and other relevant documents with the SEC in connection with the merger.

SHAREHOLDERS OF BCSB BANCORP, INC. ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

The proxy statement/prospectus and other relevant materials (when they become available), and any other documents F.N.B. Corporation and BCSB Bancorp, Inc. have filed with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents F.N.B. Corporation has filed with the SEC by contacting James Orie, Chief Legal Officer, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, telephone: (724) 983-3317 and free copies of the documents BCSB Bancorp, Inc. has filed with the SEC by contacting Joseph J. Bouffard, President and Chief Executive Officer, BCSB Bancorp, Inc., 4111 East Joppa Road, Baltimore, MD 21236, telephone: (410) 256-5000.

F.N.B. Corporation and BCSB Bancorp, Inc. and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from BCSB Bancorp, Inc. shareholders in connection with the proposed merger. Information concerning such participants' ownership of BCSB Bancorp, Inc. common shares will be set forth in the proxy statement/prospectus relating to the merger when it becomes available. This communication does not constitute an offer of any securities for sale.

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Media Contact

Jennifer Reel
724-983-4856
724-699-6389 (cell)
reel@fnb-corp.com

Analyst/Institutional Investor Contact
Matthew Lazzaro
724-983-4254 
412-216-2510 (cell) 
lazzaro@fnb-corp.com

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