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                     NORTHEAST PENNSYLVANIA FINANCIAL CORP.

         The Company was organized in Delaware at the direction of the Board of
Directors of the Bank for the purpose of acquiring all of the capital stock to
be issued by the Bank in the Conversion.  The Company has applied to the OTS
for approval to become a savings and loan holding company.  The Company will
acquire the common stock of the Bank and sell its Common Stock in the
Conversion only is such approval is received.  As a savings and loan holding
company, the Company will be subject to regulation by the OTS.  See "The
Conversion--General."  Upon consummation of the Conversion, the Company will
conduct business initially as a unitary savings and loan holding company.  See
"Regulation-Holding Company Regulation."  After completion of the Conversion,
the Company's assets will consist of all of the outstanding shares of the
Bank's capital stock issued to the Company in the Conversion and that portion
of the net proceeds of the Offerings retained by the Company.  The Company
intends to use part of the net proceeds it retains to loan funds to the ESOP to
enable the ESOP to purchase 8% of the Common Stock issued in the Conversion,
including shares issued to the Foundation.  The Company and Bank may, however,
alternatively choose to fund the ESOP through a loan to the ESOP trust by a
third-party financial institution.  The Company intends initially to utilize
the remaining proceeds for investments in mortgage-related securities and
federal agency obligations.  See "Use of Proceeds."  Immediately after the
Conversion, the Company will have no significant liabilities.  The management
of the Company is set forth under "Management of the Company."  Initially, the
Company will neither own nor lease any property, but will instead use the
premises, equipment and furniture of the Bank.  At the present time, the
Company does not intend to employ any persons other than officers of the
Company who are also officers of the Bank, but will utilize the support staff
of the Bank from time to time.  Additional employees will be hired as
appropriate to the extent the Company expands its business in the future.

         Management believes that the holding company structure will provide
the Company with additional flexibility to diversify, should it decide to do
so, its business activities through existing or newly-formed subsidiaries, or
through acquisitions of other financial institutions and financial services
related companies.  In addition, management believes that the Company will be
in a position after the Conversion, subject to regulatory limitations and the
Company's financial position, to take advantage of any acquisition and
expansion opportunities that may arise.  There are no current arrangements,
understandings or agreements, written or oral, regarding any such opportunities
or transactions.  The initial activities of the Company are anticipated to be
funded by the net proceeds retained by the Company and earnings thereon or,
alternatively, through dividends from the Bank.

         The Company's executive offices are located at 12 E. Broad Street,
Hazleton, Pennsylvania 18201 and its telephone number is (717) 459-3700.





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