Shareholders of BCSB Bancorp, Inc. Approve Merger with F.N.B. Corporation

  Shareholders of BCSB Bancorp, Inc. Approve Merger with F.N.B. Corporation

PR Newswire

HERMITAGE, Pa. and BALTIMORE, Jan. 29, 2014

HERMITAGE,Pa. and BALTIMORE, Jan.29, 2014 /PRNewswire/ --F.N.B. Corporation
(NYSE: FNB) and BCSB Bancorp, Inc. (NASDAQ: BCSB) today announced that, at a
special meeting, the shareholders of BCSB Bancorp, Inc. have approved the
Agreement and Plan of Merger between F.N.B. Corporation and BCSB Bancorp, Inc.

As announced previously on June 14, 2013, and as approved by the boards of
directors of both companies, 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. The exchange ratio is fixed and the
transaction is expected to qualify as a tax-free exchange for shareholders of
BCSB, Inc.

As of December 5, 2013, all regulatory approvals were received, and F.N.B.
Corporation and BCSB Bancorp, Inc. expect the merger to have an effective
closing date of February 15, 2014.

About F.N.B. Corporation
F.N.B. Corporation (NYSE: FNB), headquartered in Hermitage, Pennsylvania, is a
regional diversified financial services company operating in six states and
three major metropolitan areas including Pittsburgh, PA, where it holds the
number three retail deposit market share, Baltimore, MD and Cleveland, OH. The
Company has total assets of $13.6 billion and more than 265 banking offices
throughout Pennsylvania, Ohio, West Virginia and Maryland. F.N.B. provides a
full range of commercial banking, consumer banking and wealth management
solutions through its subsidiary network, which is led by its largest
affiliate, First National Bank of Pennsylvania. Commercial banking solutions
include corporate banking, small business banking, investment real estate
financing, asset based lending, capital markets and lease financing. The
consumer banking segment provides a full line of consumer banking products and
services including deposit products, mortgage lending, consumer lending and a
complete suite of mobile and online banking services. F.N.B.'s wealth
management services include asset management, private banking and insurance.
The Company also operates Regency Finance Company, which has more than 70
consumer finance offices in Pennsylvania, Ohio, Kentucky and Tennessee.

The common stock of F.N.B. Corporation trades on the New York Stock Exchange
under the symbol "FNB" and is included in Standard & Poor's SmallCap 600 Index
with the Global Industry Classification Standard (GICS) Regional Banks
Sub-Industry Index. Customers, shareholders and investors can learn more about
this regional financial institution by visiting the F.N.B. Corporation web
site at

About BCSB Bancorp, Inc.
BCSB Bancorp, Inc. serves as the holding company for its wholly owned
subsidiary. Baltimore County Savings Bank, which has 16 banking offices
throughout the Greater Baltimore area. The common stock of BCSB Bancorp, Inc.
is traded under the trading symbol "BCSB" on the NASDAQ National Market

Forward-looking Statements
This joint press release of F.N.B. Corporation and BCSB Bancorp, Inc. contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act, relating to present or future trends or factors
affecting the banking industry and, specifically, the financial operations,
markets and products of F.N.B. Corporation and BCSB Bancorp, Inc.
Forward-looking statements are typically identified by words such as
"believe", "plan", "expect", "anticipate", "intend", "outlook", "estimate",
"forecast", "will", "should", "project", "goal", and other similar words and

These forward-looking statements involve certain risks and uncertainties. In
addition to factors previously disclosed in F.N.B. Corporation and BCSB
Bancorp, Inc. reports filed with the SEC and those identified elsewhere in
this filing, the following factors among others, could cause actual results to
differ materially from forward-looking statements or historical performance:
ability to obtain regulatory approvals and meet other closing conditions to
the Merger on the expected terms and schedule; delay in closing the Merger;
difficulties and delays in integrating the F.N.B. Corporation and BCSB
Bancorp, Inc. businesses or fully realizing cost savings and other benefits;
business disruption following the Merger; changes in asset quality and credit
risk; the inability to sustain revenue and earnings growth; changes in
interest rates and capital markets; inflation; customer acceptance of F.N.B.
Corporation products and services; customer borrowing, repayment, investment
and deposit practices; customer disintermediation; the introduction,
withdrawal, success and timing of business initiatives; competitive
conditions; the inability to realize cost savings or revenues or to implement
integration plans and other consequences associated with mergers, acquisitions
and divestitures; economic conditions; and the impact, extent and timing of
technological changes, capital management activities, and other actions of the
Federal Reserve Board and legislative and regulatory actions and reforms.
F.N.B. Corporation and BCSB Bancorp, Inc. undertake no obligation to revise
these forward-looking statements or to reflect events or circumstances after
the date of this press release.

SOURCE F.N.B. Corporation

Contact: Analysts & Institutional Investor Contact, F.N.B. Corporation,
Cynthia Christopher,, 724-983-3429, 330-507-8723 (cell),
Media Contact, F.N.B. Corporation, Jennifer Reel,,
724-983-4856, 724-699-6389 (cell); or Baltimore County Savings Bank Contact,
Joseph J. Bouffard, (410) 248-9130
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