F.N.B. Corporation to Merge with Pittsburgh-based NSD Bancorp, Inc.

F.N.B. Corporation to Merge with Pittsburgh-based NSD Bancorp,
Inc.
Financial Services Company Targeting Pittsburgh Market 


HERMITAGE, Pa., Oct. 15  /PRNewswire-FirstCall/ -- F.N.B. Corporation
(NYSE:FNB) made another significant move into the Pittsburgh market yesterday
with the signing of a definitive agreement to acquire NSD Bancorp, Inc.
(NASDAQ:NSDB).  NSD's principal subsidiary, NorthSide Bank, has been serving
its customers for 70 years and is the largest remaining independent community
bank in Pittsburgh with assets at June 30, 2004 of $532 million.  When
completed, the merger will increase F.N.B.'s asset size to approximately $5.8
billion, further strengthening its market position in Western Pennsylvania. The
merger is subject to certain conditions, including the approvals of NSD
shareholders and bank regulatory authorities.

(Logo: http://www.newscom.com/cgi-bin/prnh/20020329/FBANLOGO )

The merger is valued at approximately $135.8 million dollars in a tax-free 100%
stock deal with a fixed exchange ratio of 1.8 F.N.B. Corporation shares for
each share of NSD Bancorp.  This purchase price is equivalent to $39.01 per
share for NSD Bancorp shareholders, based upon F.N.B.'s closing price yesterday
of $21.67.  F.N.B. expects the combination to be accretive to its earnings per
share and to its regulatory capital ratios in 2005.

"Our Pittsburgh growth strategy is the number one priority for F.N.B., and this
agreement is an important step toward achieving our goals," said Stephen
Gurgovits, F.N.B. Corporation's President and Chief Executive Officer.
"NorthSide Bank is headquartered on Pittsburgh's north side and has branches
extending from Fox Chapel to Cranberry, an attractive growth corridor.  The
merger will place F.N.B. Corporation squarely in the midst of the fastest
growing and wealthiest communities in greater Pittsburgh."

The NSD merger follows F.N.B.'s acquisition in July, 2004 of Pittsburgh- based
Morrell, Butz, and Junker Insurance Agency, now renamed First National
Insurance Agency, as well as the acquisition of First National Bank of Slippery
Rock, which operates in the high growth market of Butler County, north of
Pittsburgh, that was completed on October 8, 2004.

"NorthSide Bank's franchise is a natural extension of our branch network and
provides F.N.B. with a significant presence in the northern suburbs of
Pittsburgh, which are attractive markets for our retail and commercial banking
businesses, as well as for our wealth management, mutual funds, annuities and
insurance activities," noted Gurgovits.

NorthSide operates eleven full-service branches and represents approximately
9.4% of the deposit base in its market area.  Its deposits of $394 million at
June 30, 2004 have grown 32% over the past four years.  When combined with
First National Bank of Pennsylvania, it will be part of a network of 141
branches, and enjoy the fourth largest market share in the markets in which it
operates.

"There are many benefits to our shareholders, customers, and employees from
this merger," noted Andrew Hasley, President of NSD Bancorp, Inc. and NorthSide
Bank.  "Our shareholders will enjoy the improved liquidity and enhanced
dividend return that is part of owning shares of F.N.B. Corporation. Our
customers will benefit from being part of a larger organization that can offer
greater convenience through additional locations, banking products, and
expanded services in wealth management, mutual funds, annuities and insurance.
Our customers will also enjoy higher lending limits, a real asset to the
growing businesses that depend on us to help fund their expansion needs.
Finally, our employees will have increased opportunities for advancement in the
larger organization."

As part of the agreement, one current NSD Bancorp director will be added to the
F.N.B. Corporation Board of Directors, and three current NSD Bancorp directors
will be added to the Board of Directors of First National Bank of Pennsylvania.
 In addition, Andrew W. Hasley, NSD Bancorp's President, will be named
President and Chief Executive Officer of First National Bank's new Pittsburgh
region.

The merger is expected to close in the first quarter of 2005.  Analysts, media,
individual investors, and interested parties are invited to participate in a
conference call on Friday, October 15, at 2:00 p.m. through a direct dial-in
line at 1-800-346-7359, with the entry code #3044. For those unable to listen
to the live call, a replay can be accessed after the call's conclusion until
October 20, 2004. The replay number is 1-800-332-6854, with the entry code
#3044.   A transcript of the presentation will be posted on the F.N.B. web
site.

About NSD Bancorp, Inc.

NSD Bancorp, Inc. is a bank holding company that provides a full range of
retail and commercial financial products and services to customers in the
Pittsburgh metropolitan area through its wholly owned subsidiary bank,
NorthSide Bank. NorthSide Bank was organized in 1934.  With over 50,000 retail
and business accounts and approximately 150 full-time equivalent employees,
NorthSide Bank operates through a network of eleven offices in Allegheny and
Butler counties, Pennsylvania.  In addition to providing traditional banking
services, NorthSide Bank offers retail investment advisory, brokerage and
insurance services.  NorthSide Bank also provides title searches and other real
estate settlement services through its wholly owned subsidiary, NSB Financial
Services, LLC a licensed title insurance agency. NSD Bancorp, Inc. and
NorthSide Bank are headquartered in Pittsburgh, Pennsylvania. NSD Bancorp's
common stock is quoted on and traded through NASDAQ under the symbol NSDB.  For
more information visit NSD Bancorp's web site at http://www.nsdbancorp.com/.

About F.N.B. Corporation

F.N.B. Corporation, headquartered in Hermitage, PA, has total assets of $5.2
billion, following its recently completed merger with Slippery Rock Financial
Corporation.  F.N.B. is a leading provider of banking, wealth management,
insurance, and consumer finance services in Western Pennsylvania and Eastern
Ohio, where it owns and operates First National Bank of Pennsylvania, First
National Trust Company, First National Investment Services Company, F.N.B.
Investment Advisors, Inc., First National Insurance Agency, Inc., and Regency
Finance Company.  F.N.B. also operates consumer finance offices in Tennessee.

Mergent Inc., a leading provider of business and financial information on
publicly traded companies, has recognized F.N.B. as a Dividend Achiever.  This
annual recognition is based on the Corporation's outstanding record of
increased dividend performance. The Corporation has consistently increased
dividend payments for 30 consecutive years.

The common stock of F.N.B. Corporation trades on the New York Stock Exchange
under the symbol FNB.  Investor information can be obtained on F.N.B.'s website
at http://www.fnbcorporation.com/.

This press release contains "forward-looking" statements as defined in the
Private Securities Litigation Reform Act of 1995, which are based on F.N.B.'s
and NSD's current expectations, estimates and projections about future events.
This may include statements regarding the timing of the closing of the
transaction, the timing and success of integration efforts once the transaction
is complete, F.N.B.'s expectations or ability to realize growth and
efficiencies through the acquisition of NSD Bancorp and the impact of the
transaction on F.N.B.'s business. These statements are not historical facts or
guarantees of future performance, events or results. Such statements involve
potential risks and uncertainties, such as whether the merger will be approved
by the shareholders of NSD Bancorp or by regulatory authorities, whether each
of the other conditions to closing set forth in the merger agreement will be
met and the general effects of financial, economic, regulatory and political
conditions affecting the banking and financial services industries.
Accordingly, actual results may differ materially. F.N.B. and NSD Bancorp
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.

WHERE TO FIND ADDITIONAL INFORMATION ABOUT THE MERGER

NSD Bancorp, Inc. and F.N.B. Corporation intend to file a proxy
statement/prospectus and other relevant materials with the SEC in connection
with the merger.  The proxy statement/prospectus will be mailed to shareholders
of NSD Bancorp.  Investors and security holders of NSD are urged to read the
proxy statement/prospectus and the other relevant materials when they become
available because they will contain important information about NSD, F.N.B. and
the merger.

The proxy statement/prospectus and other relevant materials (when they become
available), and any other documents filed by NSD or F.N.B. with the SEC, may be
obtained free of charge at the SEC's Web site at http://www.sec.gov/. In
addition, investors and security holders may obtain free copies of the
documents filed with the SEC by NSD by contacting William C. Marsh, NSD
Bancorp, Inc., 5004 McKnight Road, Pittsburgh, PA 15237, telephone (412)
366-8340. Investors and security holders may obtain free copies of the
documents filed with the SEC by F.N.B. Corporation by contacting James Orie,
F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, telephone: (724)
983-3317.

Investors and security holders are urged to read the proxy statement/prospectus
and the other relevant materials when they become available before making any
voting or investment decision with respect to the merger. 

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DATASOURCE: F.N.B. Corporation



CONTACT:  Media - Kathryn Lima, [phone], [phone] (cell),

or Analysts/Institutional Investors - John Waters, [phone],

[phone] (cell), or Individual Shareholders Shareholder Services,

[phone] 



Web site:  http://www.fnbcorporation.com/

http://www.nsdbancorp.com/ 

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