CHANGE OF CONTROL AGREEMENT

THIS AGREEMENT is made as of this 12th day of December, 2002, among NSD Bancorp, Inc. (Corporation), a Pennsylvania business corporation having a place of business at 100 Federal Street, Pittsburgh, Pennsylvania 15212, NorthSide Bank (Bank), a bank chartered under the laws of the Commonwealth of Pennsylvania, having a place of business at 100 Federal Street, Pittsburgh, Pennsylvania 15212, and James P. Radick (Executive), an adult individual residing at 456 Monmouth Drive, Cranberry Township, Pennsylvania, 16066, (collectively the Parties and, individually, sometimes a Party).

W I T N E S S E T H:

WHEREAS, the Corporation is a registered bank holding company;

WHEREAS, the Bank is a subsidiary of the Corporation;

WHEREAS, any reference to Corporation in this Agreement shall mean Corporation or Bank;

WHEREAS, the Executive has been employed by the Bank as Chief Financial Officer, Senior Vice President and Treasurer and by the Corporation as Treasurer; and

WHEREAS, this Agreement will become operative only upon a Change of Control (as defined herein); and

WHEREAS, the purpose of this Agreement is to define certain severance benefits that will be paid by the Corporation in the event of a Change of Control (as defined herein), but is not intended to affect, nor does it affect, the terms of the Executives employment at will, in the absence of a Change of Control (as defined herein) of the Corporation.

NOW THEREFORE, in consideration of the Executives service to the Corporation and of the mutual covenants, undertakings and agreements set forth herein and intending to be legally bound hereby, the Parties agree as follows:

1.    TERM.  The term of the Agreement shall be effective as of the day and year written above, and shall continue until either Executive or Corporation gives the other written notice of termination of employment, with or without cause; provided, however, that during the period of time between the execution of an agreement to effect a Change of Control (as defined herein) and the actual Date of Change of Control (as defined herein), termination of the

Executives employment, demotion of the Executive and/or reduction of the Executives salary shall only be for Cause (as defined herein).

2.    DEFINITION OF CAUSE.  The term Cause shall be defined, for purposes of this Agreement, as the occurrence of one or more of the following: (1) the willful failure by the Executive to substantially perform his duties hereunder (other than a failure resulting from Executives incapacity because of physical or mental illness), after notice from the Corporation, and a failure to cure such violation within twenty (20) days of said notice; (2) the willful engaging by the Executive in misconduct injurious to the Corporation; (3) dishonesty or gross negligence of the Executive in the performance of his duties; (4) Executives breach of fiduciary duty involving personal profit; (5) Executives violation of any law, rule or regulation governing banks or bank officers or any final cease and desist order issued by a bank regulatory authority; (6) conduct on the part of Executive which brings public discredit to the Bank; (7) Executives conviction of or plea of guilty or nolo contendre to a felony, crime of falsehood or a crime involving moral turpitude, or the actual incarceration of Executive for a period of twenty (20) consecutive days or more; (8) Executives unlawful discrimination, including harassment, against Corporations employees, customers, business associates, contractors or visitors, as determined by the Corporation following an investigation of the allegation(s) of harassment by a third party; (9) Executives theft or abuse of Corporations property or the property of Corporations customers, employees, contractors, vendors or business associates; (10) the direction or recommendation of a state or federal bank regulatory authority to remove Executive from his positions with Corporation as identified herein; or (11) Executives willful failure to follow the good faith lawful instructions of the Board of Directors of Corporation with regard to its operations, after written notice from Corporation and a failure to cure such violation within twenty (20) days of said notice.

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