EX 10.3 Bodnyk Employment Agreement


    EMPLOYMENT
      AGREEMENT

    


    This
      EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December
      28, 2006 by and among Keystone Nazareth Bank & Trust Company (the “Bank”),
      KNBT Bancorp, Inc. (the “Company”) (the Bank and the Company are collectively
      referred to as the “Employer”), and Sandra L. Bodnyk (the
“Executive”).

    


    W
      I T N E
      S S E T H :

    


    WHEREAS,
      the Employer desires to ensure that the Company and the Bank are assured of
      the
      continued availability of the Executive's services as provided in this
      Agreement; and

    


    WHEREAS,
      the Executive is willing to serve the Company and the Bank on the terms and
      conditions hereinafter set forth.

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants and
      conditions hereinafter set forth, the Employer and the Executive hereby agree
      as
      follows:

    


    SECTION
      1. EFFECTIVE
      DATE; EMPLOYMENT.

    


    For
      purposes of this Agreement, “Effective Date” shall mean December 31, 2004,
provided
      that
      this
      Agreement shall be effective as of the date first written above. The Employer
      agrees to employ the Executive, and the Executive hereby agrees to such
      employment, during the period and upon the terms and conditions set forth in
      this Agreement.

    


    SECTION
      2. EMPLOYMENT
      PERIOD.

    


    (a) The
      terms
      and conditions of this Agreement shall be and remain in effect through December
      31, 2008 plus such extensions, if any, as are provided pursuant to Section
      2(b)
      hereof (the "Employment Period").

    


    (b) Except
      as
      provided in Section 2(c), beginning on December 31, 2007 and on each subsequent
      December 31st
      during
      the Employment Period, the Employment Period shall automatically be extended
      for
      one additional year, unless either the Company or the Bank, on the one hand,
      or
      the Executive, on the other hand, elects not to extend the Agreement further
      by
      giving written notice thereof to the other parties at least 30 days prior to
      such annual anniversary date. Upon termination of the Executive's employment
      with either of the Employer for any reason whatsoever, any annual extensions
      provided pursuant to this Section 2(b), if not theretofore discontinued, shall
      automatically cease.

    


    (c) Nothing
      in this Agreement shall be deemed to prohibit the Employer at any time from
      terminating the Executive's employment during the Employment Period for any
      reason upon at least 30 days written notice to the Executive, other than
      termination for Cause which shall be governed by Section 10 hereof, provided
      that
      the
      relative rights and obligations of the Employer and the Executive in the event
      of any such termination shall be determined under this Agreement. Furthermore,
      notwithstanding anything to the contrary herein, no extension of this Agreement
      pursuant to Section 2(b) shall occur that would extend the term of this
      Agreement beyond December 31st
      of the
      year in which the Executive reaches age 64.


    
      
        
        

      

      
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    SECTION
      3. DUTIES.

    


    (a) Throughout
      the Employment Period, the Executive shall serve as the Senior Executive Vice
      President and the Chief Risk Officer of each of the Employer, having such power,
      authority and responsibility and performing such duties as are prescribed by
      or
      under the Bylaws of each of the Company and the Bank and as are customarily
      associated with such positions. The Executive shall devote her full business
      time, attention, skills and efforts (other than during weekends, holidays,
      vacation periods, and periods of illness or leaves of absence and other than
      as
      permitted or contemplated by Section 7 hereof) to the business and affairs
      of
      the Employer and shall use her best efforts to advance the interests of the
      Employer.

    


    SECTION
      4. CASH
      AND
      OTHER COMPENSATION.

    


    (a) In
      consideration for the services to be rendered by the Executive hereunder, the
      Employer shall pay to her a salary of two hundred thousand dollars ($200,000)
      annually (“Base Salary”). The Executive's Base Salary shall be payable in
      approximately equal installments in accordance with the Company’s and the Bank’s
      customary payroll practices for senior officers. Base Salary shall include
      any
      amounts of compensation deferred by the Executive under any tax-qualified
      retirement or welfare benefit plan or any other deferred compensation
      arrangement. The Company Board and the Bank Board shall review the Executive's
      annual rate of salary at such times during the Employment Period as they deem
      appropriate, but not less frequently than once every twelve months, and may,
      in
      their respective discretion, approve an increase therein. In addition to salary,
      the Executive may receive other cash compensation from the Employer for services
      hereunder at such times, in such amounts and on such terms and conditions as
      the
      Company Board or the Bank Board may determine from time to time. Any increase
      in
      the Executive’s annual salary shall become the Base Salary of the Executive for
      purposes hereof. The Executive’s Base Salary as in effect from time to time
      cannot be decreased by the Employer without the Executive’s express prior
      written consent.

    


    (b) The
      Executive shall be entitled to participate in an equitable manner with all
      other
      executive officers of the Employer in discretionary bonuses as authorized by
      the
      Company Board and/or the Bank Board to executive officers. No other compensation
      provided for in this Agreement shall be deemed a substitute for the Executive’s
      right to participate in such bonuses when and as declared by the Company Board
      and/or the Bank Board.

    


    SECTION
      5. EMPLOYEE
      BENEFIT PLANS AND PROGRAMS.

    


    During
      the Employment Period, the Executive shall be treated as an employee of the
      Company and the Bank and shall be entitled to participate in and receive
      benefits under any and all qualified or non-qualified retirement, pension,
      savings or profit-sharing plans, any and all group life, health (including
      hospitalization, medical and major medical), dental, accident and long term
      disability insurance plans, and any other employee benefit and compensation
      plans (including, but not limited to, any incentive compensation plans or
      programs, stock option and appreciation rights plans and restricted stock plans)
      as may from time to time be maintained by, or cover employees of, the Company
      and the Bank, in accordance with the terms and conditions of such employee
      benefit plans and programs and compensation plans and programs and consistent
      with the Company's and the Bank’s customary practices. The level of
      participation in any restricted stock plan shall be at a level which is deemed
      appropriate by the Company Board or the committee that administers such plan.
      Nothing paid to the Executive under any such plan or program will be deemed
      to
      be in lieu of other compensation to which the Executive is entitled under this
      Agreement.


    
      
        
        

      

      
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    SECTION
      6. INDEMNIFICATION
      AND INSURANCE.

    


    (a) During
      the Employment Period and for a period of six years thereafter, the Employer
      shall cause the Executive to be covered by and named as an insured under any
      policy or contract of insurance obtained by them to insure their directors
      and
      officers against personal liability for acts or omissions in connection with
      service as an officer or director of the Employer or service in other capacities
      at the request of the Employer. The coverage provided to the Executive pursuant
      to this Section 6 shall be of the same scope and on the same terms and
      conditions as the coverage (if any) provided to other officers or directors
      of
      the Employer or any successors.

    


    (b) To
      the
      maximum extent permitted under applicable law, the Employer shall indemnify
      the
      Executive against and hold her harmless from any costs, liabilities, losses
      and
      exposures that may be incurred by the Executive in her capacity as a director
      or
      officer of the Employer or any subsidiary or affiliate.

    


    SECTION
      7. OUTSIDE
      ACTIVITIES.

    


    The
      Executive may (a) serve as a member of the boards of directors of such business,
      community and charitable organizations as he may disclose to and as may be
      approved by the Employer (which approval shall not be unreasonably withheld),
      and (b) perform duties as a trustee or personal representative or in any other
      fiduciary capacity, provided
      that
      in each
      case such service shall not materially interfere with the performance of her
      duties under this Agreement or present any conflict of interest. The Executive
      may also engage in personal business and investment activities which do not
      materially interfere with the performance of her duties hereunder, provided
      that
      such
      activities are not prohibited under any code of conduct or investment or
      securities trading policy established by the Employer and generally applicable
      to all similarly situated executives. If the Executive is discharged or
      suspended, or is subject to any regulatory prohibition or restriction with
      respect to participation in the affairs of the Bank, he shall continue to
      perform services for the Company in accordance with this Agreement but shall
      not
      directly or indirectly provide services to or participate in the affairs of
      the
      Bank in a manner inconsistent with the terms of such discharge or suspension
      or
      any applicable regulatory order. 

    


    SECTION
      8. WORKING
      FACILITIES AND EXPENSES.

    


    It
      is
      understood by the parties that the Executive's principal place of employment
      shall be at the Employer’s principal executive office located in Bethlehem,
      Pennsylvania, or at such other location within 25 miles
      of
      the address of such principal executive office, or at such other location as
      the
      Employer and the Executive may mutually agree upon. The Employer shall provide
      the Executive at her principal place of employment with a private office,
      secretarial services and other support services and facilities suitable to
      her
      position with the Employer and necessary or appropriate in connection with
      the
      performance of her assigned duties under this Agreement. The Employer shall
      reimburse the Executive for her ordinary and necessary business expenses
      attributable to the Employer’s business, including, without limitation, the
      Executive's travel and entertainment expenses incurred in connection with the
      performance of her duties for the Employer under this Agreement, in each case
      upon presentation to the Employer of an itemized account of such expenses in
      such form as the Employer may reasonably require.


    
      
        
        

      

      
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    SECTION
      9. TERMINATION
      OF EMPLOYMENT WITH BENEFITS.

    


    (a) The
      Executive shall be entitled to the benefits described in Section 9(b) in the
      event that either prior to a Change in Control or more than two years after
      a
      Change in Control as defined in Section 11(a):

    


    (i) her
      employment with the Employer terminates during the Employment Period as a result
      of the Executive's resignation within six full calendar months
      following:

    


    (A) the
      failure of either the Company Board or the Bank Board to appoint or re-appoint
      the Executive to the positions with the Company stated in Section 3 of this
      Agreement;

    


    (B) the
      expiration of a 30-day period following the date on which the Executive gives
      written notice to the Employer of its material failure, whether by amendment
      of
      the Articles of Incorporation or Bylaws of either the Company or the Bank,
      or by
      action of the Company Board, the Company's shareholders, the Bank Board, the
      Bank’s shareholder(s), or otherwise, to vest in the Executive the functions,
      duties or responsibilities prescribed in Section 3 of this Agreement, unless,
      during such 30-day period, the Employer cures such failure;

    


    (C) the
      expiration of a 30-day period following the date on which the Executive gives
      written notice to the Employer of its material breach of any term, condition
      or
      covenant contained in this Agreement (including, without limitation, any
      reduction of the Executive's rate of Base Salary in effect from time to time
      and
      any change in the terms and conditions of any compensation or benefit program
      in
      which the Executive participates which, either individually or together with
      other changes, has a material adverse effect on the aggregate value of her
      total
      compensation package), unless, during such 30-day period, the Employer cures
      such failure;

    


    (D) a
      change
      in the Executive's principal place of employment by a distance in excess
      of 25
      miles
      from the Employer’s principal executive office in Bethlehem,
      Pennsylvania;

    


    (E) the
      receipt by the Executive of written notice pursuant to Section 2(b) hereof
      that
      the Employment Period is not being extended as of any annual anniversary date
      of
      the Effective Date; or

    


    (F) the
      termination of the Executive’s employment by either the Company or the Bank for
      reasons other than those specified in Section 10 hereof; or

    


    (ii) the
      Executive's employment with the Employer is terminated (A) by the Employer
      during the Employment Period for any reason other than for "cause," death or
      “Disability,” as provided in Section 10(a) or (B) pursuant to the provisions of
      Section 9(c).

    


    (b) Upon
      the
      termination of the Executive’s employment pursuant to Section 9(a) of this
      Agreement either prior to a Change in Control as defined in Section 11(a) or
      more than two years after a Change in Control, the Employer shall pay and
      provide to the Executive (or, in the event of her subsequent death, to her
      estate):


    
      
        
        

      

      
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    (i) her
      earned but unpaid Base Salary (including, without limitation, all items which
      constitute wages under applicable law and the payment of which is not otherwise
      provided for in this Section 9(b)) as of the date of the termination of her
      employment, such payment to be made at the time and in the manner prescribed
      by
      law applicable to the payment of wages but in no event later than 30 days after
      termination of employment;

    


    (ii) the
      benefits, if any, to which she is entitled under the employee benefit plans
      and
      programs and compensation plans and programs maintained for the benefit of
      the
      Company's and the Bank’s officers and employees through the date of the
      termination of her employment;

    


    (iii) continued
      group life, health, dental, accident and long term disability insurance
      benefits, in addition to that provided pursuant to Section 9(b)(ii), and after
      taking into account the coverage provided by any subsequent employer, if and
      to
      the extent necessary to provide for the Executive, for the period beginning
      on
      the date on which her employment terminates and ending on the earlier of (A)
      the
      last day of the Employment Period (the “Remaining Employment Period”) or (B) 18
      months from the date of termination (with such lesser period being the “Coverage
      Period”), coverage equivalent to the coverage to which she would have been
      entitled under such plans if he had continued to be employed during such period
      at the highest annual rate of salary achieved during the Employment
      Period;

    


    (iv) within
      30
      days following the date on which her employment terminates, a lump sum payment,
      in an amount equal to the present value of the Base Salary that the Executive
      would have earned if she had continued to be employed during the Coverage Period
      at the highest annual rate of Base Salary achieved during the Employment Period,
      such present value to be determined using a discount rate equal to the
      applicable short-term federal rate prescribed under Section 1274(d) of the
      Code,
      compounded using the compounding periods corresponding to the Company's and
      the
      Bank’s regular payroll periods for their officers, and such lump sum to be paid
      in lieu of all other payments of Base Salary provided for under this Agreement
      in respect of the Coverage Period;

    


    (v) within
      30
      days following the date on which her employment terminates, a lump sum payment
      in an amount equal to the excess, if any, of:

    


    (A) the
      present value of the aggregate benefits to which she would be entitled under
      any
      and all qualified defined benefit pension plans and non-qualified plans related
      thereto maintained by, or covering employees of, the Company and the Bank if
      she
      were 100% vested thereunder and had continued to be employed during the Coverage
      Period at the highest annual rate of Base Salary achieved during the Employment
      Period; over

    


    (B) the
      present value of the benefits to which she is actually entitled under such
      defined benefit pension plans as of the date on which her employment terminates;
      such present values to be determined using the mortality tables prescribed
      under
      Section 415(b)(2)(E)(v) of the Code and a discount rate, compounded monthly,
      equal to the annualized rate of interest prescribed by the Pension Benefit
      Guaranty Corporation for the valuation of immediate annuities payable under
      terminating single-employer defined benefit plans for the month in which the
      Executive's employment terminates ("Applicable PBGC Rate");


    
      
        
        

      

      
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    (vi) within
      30
      days following the date on which her employment terminates, a lump sum payment
      in an amount equal to the present value of the additional employer contributions
      to which she would have been entitled under any and all qualified defined
      contribution plans and non-qualified plans related thereto maintained by, or
      covering employees of, the Company and the Bank as if she were 100% vested
      thereunder and had continued to be employed during the Coverage Period at the
      highest annual rate of Base Salary achieved during the Employment Period and
      making the maximum amount of employee contributions, if any, required or
      permitted under such plan or plans, such present value to be determined on
      the
      basis of a discount rate, compounded using the compounding period that
      corresponds to the frequency with which employer contributions are made to
      the
      relevant plan, equal to the applicable short-term federal rate prescribed under
      Section 1274(d) of the Code, provided that no payments shall be made pursuant
      to
      this subsection (vi) with respect to the Company’s Employee Stock Ownership Plan
      (“ESOP”) if the ESOP is terminated effective as of a date within one year of the
      date of the termination of the Executive’s employment;

    


    (vii) within
      30
      days following the date on which her employment terminates, a lump sum payment
      in an amount equal to the present value of the payments that would have been
      made to the Executive under any cash bonus or long-term or short-term cash
      incentive compensation plan maintained by, or covering employees of, the Company
      and the Bank if she had continued to be employed during the Coverage Period
      and
      had earned in each calendar year that ends during the Coverage Period a bonus
      or
      incentive award that equals the highest annual bonus or incentive award paid
      to
      the Executive during the preceding 36 calendar months, with the present value
      of
      such payments to be determined using a discount rate equal to the applicable
      short-term federal rate prescribed under Section 1274(d) of the Code, compounded
      using the compounding periods corresponding to the Company’s and the Bank’s
      schedule of paying bonuses;

    


    (viii) for
      the
      first year following the date on which her employment terminates, reimbursement
      for all reasonable expenses incurred by the Executive in connection with the
      search for new employment, including without limitation those of a placement
      agency or service, and reimbursement for all reasonable relocation expenses
      incurred by the Executive in connection with securing new employment; provided,
      however, that the amounts payable by the Employer pursuant to this subsection
      (viii) shall not exceed $25,000; and

    


    (ix) within
      30
      days following the occurrence of an event described in Section 9(a), upon the
      surrender of then outstanding options or appreciation rights (other than options
      or appreciation rights which do not, by their terms, vest in the event of a
      Change in Control as defined in Section 11(a) hereof) previously issued to
      the
      Executive under any stock option and appreciation rights plan or program
      maintained by, or covering employees of, the Employer, a lump sum payment in
      an
      amount equal to the product of:

    


    (A) the
      excess of (I) the fair market value of a share of stock of the same class as
      the
      stock subject to the option or appreciation right, determined as of the date
      on
      which her employment terminates, over (II) the exercise price per share for
      such
      option or appreciation right, as specified in or under the relevant plan or
      program; multiplied by

    


    (B) the
      number of shares with respect to which options or appreciation rights are being
      surrendered.


    
      
        
        

      

      
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    The
      Employer and the Executive agree that the Employer may condition the payments
      and benefits (if any) due under Sections 9(b)(iii), (iv), (v), (vi), (vii)
      and
      (viii) on the receipt of the Executive's resignation from any and all positions
      which she holds as an officer, director or committee member with respect to
      the
      Employer or any of its subsidiaries or affiliates.

    


    (c) In
      the
      event the Executive’s employment is terminated by voluntary resignation
      (including voluntary retirement) subsequent to the Executive reaching age 64
      but
      before the end of the Employment Period other than pursuant to Section 9(a)
      and
      such termination occurs either before a Change in Control as defined in Section
      11(a) or more than two years after a Change in Control, the Employer shall
      pay
      and provide to the Executive (or, in the event of her subsequent death, to
      her
      estate):

    


    (i) her
      earned but unpaid Base Salary as of the date of the termination of her
      employment, such payment to be made at the time and in the manner prescribed
      by
      law applicable to the payment of wages but in no event later than 30 days after
      termination of employment;

    


    (ii) the
      benefits, if any, to which she is entitled under the employee benefit plans
      and
      programs and compensation plans and programs maintained for the benefit of
      the
      Company's and the Bank’s officers and employees through the date of the
      termination of her employment;

    


    (iii) in
      eighteen (18) equal monthly installments beginning with the first business
      day
      of the month following the Executive’s termination of employment an aggregate
      amount equal to 1.125 times her Base Salary as in effect immediately prior
      to
      her termination; and

    


    (iv) continued
      group health and dental insurance benefits at the same level as in effect as
      of
      the date of termination of employment for a period of eighteen (18) months
      beginning on the date her employment terminates.

    


    SECTION
      10. TERMINATION
      WITHOUT ADDITIONAL EMPLOYER LIABILITY.

    


    (a) In
      the
      event that the Executive's employment with the Employer shall terminate during
      the Employment Period on account of:

    


    (i) the
      discharge of the Executive for "cause," which, for purposes of this Agreement,
      shall mean a discharge because either the Company Board or the Bank Board
      determines that the Executive has: (A) willfully failed to perform her
      assigned duties under this Agreement, other than any failure resulting from
      the
      Executive’s incapacity due to physical or mental injury or illness; (B)
      committed an act involving moral turpitude in the course of her employment
      with
      the Employer and its subsidiaries; (C) engaged in willful misconduct; (D)
      breached her fiduciary duties for personal profit; (E) willfully violated,
      in
      any material respect, any law, rule or regulation (other than traffic violations
      or similar offenses), written agreement or final cease-and-desist order with
      respect to her performance of services for the Company or the Bank, as
      determined by the Company Board or the Bank Board; or (F) materially
      breached the terms of this Agreement and failed to cure such material breach
      during a 15-day period following the date on which the Company Board or the
      Bank
      Board gives written notice to the Executive of the material
      breach;


    
      
        
        

      

      
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    (ii) the
      Executive's voluntary resignation from employment (including voluntary
      retirement) with the Company and the Bank for reasons other than those specified
      in Section 9(a)(i) and other than pursuant to the provisions of Section 9(c);
      or

    


    (iii) the
      death
      of the Executive while employed by the Employer, or the termination of the
      Executive's employment because of "Disability" as defined in Section 10(c)
      below;

    


    then
      in
      any of the foregoing events, the Employer shall have no further obligations
      under this Agreement, other than (A) the payment to the Executive of her earned
      but unpaid Base Salary as of the date of the termination of her employment,
      (B)
      the payment to the Executive of the benefits to which she is entitled under
      all
      applicable employee benefit plans and programs and compensation plans and
      programs, and (C) the provision of such other benefits, if any, to which she
      is
      entitled as a former employee under the Company's or the Bank’s employee benefit
      plans and programs and compensation plans and programs.

    


    (b) For
      purposes of this Section 10, no act or failure to act, on the part of the
      Executive, shall be considered "willful" unless it is done, or omitted to be
      done, by the Executive in bad faith or without reasonable belief that the
      Executive's action or omission was in the best interests of the Employer. Any
      act, or failure to act, based upon authority given pursuant to a resolution
      duly
      adopted by the Company Board, the Bank Board or based upon the written advice
      of
      counsel for the Employer shall be conclusively presumed to be done, or omitted
      to be done, by the Executive in good faith and in the best interests of the
      Employer. The cessation of employment of the Executive shall not be deemed
      to be
      for "cause" within the meaning of Section 10(a)(i) unless and until there shall
      have been delivered to the Executive a copy of a resolution duly adopted by
      the
      affirmative vote of three-fourths of the members of the Company Board or the
      Bank Board at a meeting of such Board called and held for such purpose (after
      reasonable notice is provided to the Executive and the Executive is given an
      opportunity, together with counsel, to be heard before such Board), finding
      that, in the good faith opinion of such Board, the Executive is guilty of the
      conduct described in Section 10(a)(i) above, and specifying the particulars
      thereof in detail.

    


    (c) “Disability”
      shall be deemed to have occurred after the Executive has been absent from her
      duties hereunder on a full-time basis for six consecutive months due to any
      physical or mental injury or disease that prevents the Executive from engaging
      in substantially all of her duties. The existence of such physical or mental
      injury or disease shall be determined by either (i) a physician selected by
      the
      Employer, with the physician to certify the existence or absence of such injury
      or disease to the Employer and the Executive or (ii) if disability insurance
      coverage exists in which the Executive participates, the insurance company
      pursuant to which the Executive is provided long-term disability insurance.
      For
      purposes of this section, the Executive shall be deemed to have been absent
      from
      her duties hereunder on a full-time basis for six consecutive months if she
      has
      not, within any six-month period, attended to her duties on a full-time basis
      for 15 consecutive business days within such six-month period.

    


    (d) During
      any period in which the Executive is absent due to physical or mental injury
      or
      disease, the Employer may, without breaching this Agreement, appoint another
      person or persons to act as Senior Executive Vice President and interim Chief
      Risk Officer pending the Executive’s return to her duties on a full-time basis
      hereunder or her termination as a result of such Disability. Prior to the
      Executive’s employment being terminated due to Disability under Section 10(e)
      hereof, the Executive shall continue to receive her full Base Salary, bonuses
      and other benefits to which she is entitled under this Agreement, including
      continued participation in all employee benefit plans and
      programs.


    
      
        
        

      

      
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    (e) The
      Employer may provide notice to the Executive in writing that they intend to
      terminate the Executive’s employment under this Agreement, with the termination
      date to be on or after the date that the Executive has been absent from her
      duties hereunder on a full-time basis for six consecutive months due to any
      physical or mental injury or disease. At the time her employment hereunder
      is
      terminated due to Disability, (i) the Executive shall not be entitled to any
      payments or benefits pursuant to Sections 4 and 5 hereof for periods subsequent
      to such date of termination, and (ii) the Executive shall become entitled to
      receive the Disability payments that may be available under any applicable
      long-term disability plan or other benefit plan.

    


    SECTION
      11. PAYMENTS
      UPON A CHANGE IN CONTROL.

    


    (a) The
      term
“Change in Control” means the occurrence of any of the following:

    


    (1) any
      person or “group” of persons (as provided under Section 409A of the Internal
      Revenue Code of 1986, as amended (the “Code”), and any Internal Revenue Service
      (the “IRS”) guidance and regulations issued under Section 409A of the Code)
      acquires ownership of stock of the Company or the Bank that, together with
      stock
      held by such person or group, constitutes more than 50% of the total fair market
      value or total voting power of the outstanding stock of the Company or the
      Bank,
      provided that the stock of the Company or the Bank remains outstanding after
      such acquisition and provided further that if the person or group of persons
      is
      already deemed to own more than 50% of the total fair market value or total
      voting power, then the acquisition of additional stock by such person or group
      of persons shall not constitute an additional Change of Control;

    


    (2) any
      person or “group” of persons (as provided under Section 409A of the Code and any
      IRS guidance and regulations issued under Section 409A of the Code) acquires
      (or
      has acquired during the 12-month period ending on the date of the most recent
      acquisition by such person or group of persons) ownership of stock of the
      Company or the Bank possessing 35% or more of the total voting power of the
      stock of the Company or the Bank, provided that if a person or group of persons
      that is deemed to have effective control of the Company or the Bank pursuant
      to
      this clause acquires additional stock of the Company or the Bank, such
      additional acquisition shall not constitute an additional Change of
      Control;

    


    (3) a
      majority of the members of the Board of Directors of the Company is replaced
      during any 12-month period by directors whose appointment or election is not
      endorsed by a majority of the Board of Directors of the Company prior to the
      date of the appointment or election, provided that if a person or group of
      persons that is deemed to have effective control of the Company or the Bank
      pursuant to this clause acquires stock of the Company or the Bank that would
      trigger either clauses (1) or (2) above, such acquisition of stock shall not
      constitute an additional Change of Control; and 

    



    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    (4) any
      person or “group” of persons (as provided under Section 409A of the Code and any
      IRS guidance and regulations issued under Section 409A of the Code) acquires
      (or
      has acquired during the 12-month period ending on the date of the most recent
      acquisition by such person or group of persons) assets from the Company or
      the
      Bank that have a total gross fair market value equal to 40% or more of the
      total
      gross fair market value of all of the assets of the Company or the Bank, as
      the
      case may be, immediately prior to such acquisition or acquisitions. For purposes
      of this provision, “gross fair market value” means the value of the assets of
      the Company or the Bank, as the case may be, or the value of the assets being
      disposed of, determined without regard to any liabilities associated with such
      assets. A transfer of assets by the Company or the Bank to related persons,
      shareholders or entities shall not be treated as a Change of Control to the
      extent that such transfers are excluded from the definition of a change in
      control under Section 409A of the Code and the regulations issued
      thereunder.

    


    (b) For
      purposes of determining whether a Change in Control has occurred, persons will
      not be considered to be acting as a group solely because they purchase or own
      stock of the Company at the same time.

    


    (c) Upon
      the
      occurrence of a Change in Control prior to the expiration of the Employment
      Period, the Executive shall be entitled to receive a severance benefit in an
      amount as calculated hereunder. If the Executive is not terminated as of the
      Change in Control, she shall receive a lump sum payment within 25 days after
      the
      effective time of such Change in Control in an amount equal to 1.0 times the
      Executive’s Base Amount, as hereinafter defined, from the Employer. If the
      Executive’s employment is terminated as of the Change of Control, she shall
      receive a lump sum payment within 25 days after the effective time of such
      Change in Control in an amount equal to 2.0 times the Executive’s Base Amount
      from the Employer, minus $1.00. If the Executive’s employment is not terminated
      as of the Change in Control but is terminated within one year thereafter by
      either the Employer for other than cause or by the Executive upon the occurrence
      of any of the events set forth in Section 9(a)(i), in addition to the payment
      made at or within 25 days of the Change in Control, the Executive shall receive
      a lump sum payment upon termination of employment from the Employer or its
      predecessor in an amount equal to 1.0 times the Executive’s Base Amount as
      calculated in connection with the Change in Control. If the Executive’s
      employment is terminated more than one year but less than two years after the
      Change in Control by either Employer other than for cause or by the Executive
      upon the occurrence of any of the events set forth in Section 9(a)(i), in
      addition to the payment made at or within 25 days of the Change in Control,
      she
      shall receive a lump sum payment upon termination from the Employer or its
      predecessor in an amount equal to 1.0 times the Executive’s Base Amount as if
      the Change in Control had occurred as of the date of termination; provided
      however,
      that for
      purposes of calculating the Executive’s Base Amount for purposes of this
      sentence, any income related to the initial severance payment paid to the
      Executive at or within 25 days of the Change in Control pursuant to this Section
      11(c) shall be excluded. For purposes hereof “Base Amount” shall be equal to the
      Executive’s “base amount” (excluding any income resulting from the vesting of
      restricted stock or the exercise of non-qualified options on or prior to the
      Effective Date) as defined under Section 280G of the Code. The Executive shall
      not be entitled to receive any payments or benefits under Section 9 of this
      Agreement if she receives payments pursuant to this Section 11(b) unless her
      employment is terminated more than two years after a Change in
      Control.

    



    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    SECTION
      12. TAX
      INDEMNIFICATION.

    


    (a) If
      the
      payments and benefits pursuant to this Agreement, either alone or together
      with
      other payments and benefits which the Executive has the right to receive from
      the Employer and their subsidiaries, would constitute a “parachute payment” as
      defined in Section 280G(b)(2) of the Code (the “Initial Parachute Payment”),
      then the Company shall pay to the Executive, at the time such payments or
      benefits are paid and subject to applicable withholding requirements, a cash
      amount equal to the sum of the following:

    


    (i) twenty
      (20) percent (or such other percentage equal to the tax rate imposed by Section
      4999 of the Code) of the amount by which the Initial Parachute Payment exceeds
      the Executive’s “base amount” from the Employer and their subsidiaries
      (including their predecessors), as defined in Section 280G (b)(3) of the Code,
      with the difference between the Initial Parachute Payment and the Executive’s
      base amount being hereinafter referred to as the “Initial Excess Parachute
      Payment”; and

    


    (ii) such
      additional amount (tax allowance) as may be necessary to compensate the
      Executive for the payment by the Executive of state and federal income and
      excise taxes on the payment provided under clause (i) above and on any payments
      under this clause (ii). In computing such tax allowance, the payment to be
      made
      under clause (i) above shall be multiplied by the “gross up percentage” (“GUP”).
      The GUP shall be determined as follows:

    


    
      	 	 	
              Tax
                Rate

            	 
	 	
              GUP
                =

            	 	 
	 	 	
              1
                Tax Rate

            	 


    

    


    The
      Tax
      Rate for purposes of computing the GUP shall be the highest marginal federal
      and
      state income and employment-related tax rate (including Social Security and
      Medicare taxes), including any applicable excise tax rate, applicable to the
      Executive in the year in which the payment under clause (i) above is made,
      and
      shall also reflect the phase-out of deductions and the ability to deduct certain
      of such taxes.

     

    (b) Notwithstanding
      the foregoing, if it shall subsequently be determined in a final judicial
      determination or a final administrative settlement to which the Executive is
      a
      party that the actual excess parachute payment as defined in Section 280G(b)(1)
      of the Code (before giving effect to the payments under Sections 12(a)(i) and
      (ii) above) is different from the Initial Excess Parachute Payment (such
      different amount being hereafter referred to as the “Determinative Excess
      Parachute Payment”), then the Company’s independent tax counsel or accountants
      shall determine the amount (the “Adjustment Amount”) which either the Executive
      must pay to the Company or the Company must pay to the Executive in order to
      put
      the Executive (or the Company, as the case may be) in the same position the
      Executive (or the Company, as the case may be) would have been if the Initial
      Excess Parachute Payment had been equal to the Determinative Excess Parachute
      Payment. In determining the Adjustment Amount, the independent tax counsel
      or
      accountants shall take into account any and all taxes (including any penalties
      and interest) paid by or for the Executive or refunded to the Executive or
      for
      the Executive’s benefit. As soon as practicable after the Adjustment Amount has
      been so determined, the Company shall pay the Adjustment Amount to the Executive
      or the Executive shall repay the Adjustment Amount to the Company, as the case
      may be.

    



    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (c) In
      each
      calendar year that the Executive receives payments of benefits that constitute
      a
      parachute payment, the Executive shall report on her state and federal income
      tax returns such information as is consistent with the determination made by
      the
      independent tax counsel or accountants of the Company as described above. The
      Company shall indemnify and hold the Executive harmless from any and all losses,
      costs and expenses (including without limitation, reasonable attorneys’ fees,
      interest, fines and penalties) which the Executive incurs as a result of so
      reporting such information. The Executive shall promptly notify the Company
      in
      writing whenever the Executive receives notice of the institution of a judicial
      or administrative proceeding, formal or informal, in which the federal tax
      treatment under Section 4999 of the Code of any amount paid or payable under
      this Section 12 is being reviewed or is in dispute. The Company shall assume
      control at its expense over all legal and accounting matters pertaining to
      such
      federal tax treatment (except to the extent necessary or appropriate for the
      Executive to resolve any such proceeding with respect to any matter unrelated
      to
      amounts paid or payable pursuant to this Section 12) and the Executive shall
      cooperate fully with the Company in any such proceeding. The Executive shall
      not
      enter into any compromise or settlement or otherwise prejudice any rights the
      Company may have in connection therewith without the prior consent of the
      Company.

    


    (d) The
      Executive hereby agrees with the Employer and any successor thereto to in good
      faith consider and take steps commonly used to minimize or eliminate any tax
      liability or costs that would otherwise be created by the tax indemnification
      provisions set forth in Section 12 of this Agreement if requested to do so
      by
      the Employer or any successor thereto; provided,
      however,
      that the
      foregoing language shall neither require the Executive to take or not take
      any
      specific action in furtherance thereof nor contravene, limit or remove any
      right
      or privilege provided to the Executive under this Agreement.

    


    SECTION
      13. SOURCE
      OF
      PAYMENTS; NO DUPLICATION OF PAYMENTS.

    


    All
      payments provided in this Agreement shall be timely paid in cash or check from
      the general funds of the Company or the Bank. Payments pursuant to this
      Agreement shall be allocated between the Company and the Bank in proportion
      to
      the level of activity and the time expended on such activities by the Executive
      as determined by the Company and the Bank on a quarterly basis, unless the
      applicable provision of this Agreement specifies that the payment shall be
      made
      by either the Company or the Bank. In no event shall the Executive receive
      duplicate payments or benefits from the Company and the Bank.

    


    SECTION
      14. COVENANT
      NOT TO COMPETE.

    


    In
      the
      event the Executive’s employment with the Employer is terminated for any reason
      prior to the expiration of the Employment Period other than a termination of
      employment occurring within 30 days of a Change in Control, the Executive hereby
      covenants and agrees that for a period of eighteen months following the date
      of
      her termination of employment with the Employer (or, if less, for the Remaining
      Employment Period), she shall not, without the written consent of the Employer,
      become an officer, employee, consultant, director or trustee of any savings
      bank, savings and loan association, savings and loan holding company, bank
      or
      bank holding company, or any direct or indirect subsidiary or affiliate of
      any
      such entity, that entails working within any county in which the Company or
      the
      Bank maintains an office as of the date of termination of the Executive’s
      employment.

    



    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    SECTION
      15. CONFIDENTIALITY.

    


    Unless
      she obtains the prior written consent of the Employer, the Executive shall
      at
      all times keep confidential and shall refrain from using for the benefit of
      herself, or any person or entity other than the Employer or its subsidiaries,
      any material document or information obtained from the Employer or its
      subsidiaries, in the course of her employment with any of them concerning their
      properties, operations or business (unless such document or information is
      readily ascertainable from public or published information or trade sources
      or
      has otherwise been made available to the public through no fault of her own)
      until the same ceases to be material (or becomes so ascertainable or available);
      provided,
      however,
      that
      nothing in this Section 15 shall prevent the Executive, with or without the
      Employer's consent, from participating in or disclosing documents or information
      in connection with any judicial or administrative investigation, inquiry or
      proceeding or the Company’s public reporting requirements to the extent that
      such participation or disclosure is required under applicable law.

    


    SECTION
      16. SOLICITATION.

    


    The
      Executive hereby covenants and agrees that, for a period of eighteen months
      following her termination of employment with the Employer for any reason, she
      shall not, without the written consent of the Employer, either directly or
      indirectly:

    


    (a) solicit,
      offer employment to, or take any other action intended, or that a reasonable
      person acting in like circumstances would expect, to have the effect of causing
      any officer or employee of the Employer or any of its subsidiaries or affiliates
      to terminate her or her employment and accept employment or become affiliated
      with, or provide services for compensation in any capacity whatsoever to, any
      savings bank, savings and loan association, bank, bank holding company, savings
      and loan holding company, or other institution engaged in the business of
      accepting deposits, making loans or doing business within the counties specified
      in Section 14;

    


    (b) provide
      any information, advice or recommendation with respect to any such officer
      or
      employee to any savings bank, savings and loan association, bank, bank holding
      company, savings and loan holding company, or other institution engaged in
      the
      business of accepting deposits, making loans or doing business within the
      counties specified in Section 14, that is intended, or that a reasonable person
      acting in like circumstances would expect, to have the effect of causing any
      officer or employee of the Employer or any of its subsidiaries or affiliates
      to
      terminate her employment and accept employment or become affiliated with, or
      provide services for compensation in any capacity whatsoever to, any savings
      bank, savings and loan association, bank, bank holding company, savings and
      loan
      holding company, or other institution engaged in the business of accepting
      deposits, making loans or doing business within the counties specified in
      Section 14; or

    


    (c) solicit,
      provide any information, advice or recommendation or take any other action
      intended, or that a reasonable person acting in like circumstances would expect,
      to have the effect of causing any customer of the Company or the Bank to
      terminate an existing business or commercial relationship with the Company
      or
      the Bank.

    



    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    SECTION
      17. NO
      EFFECT
      ON EMPLOYEE BENEFIT PLANS OR PROGRAMS.

    


    The
      termination of the Executive's employment during the Employment Period or
      thereafter, whether by the Employer or by the Executive, shall have no effect
      on
      the vested rights of the Executive under the Company's or the Bank’s qualified
      or non-qualified retirement, pension, savings, thrift, profit-sharing or stock
      bonus plans, group life, health (including hospitalization, medical and major
      medical), dental, accident and long term disability insurance plans, or other
      employee benefit plans or programs, or compensation plans or programs in which
      the Executive was a participant.

    


    SECTION
      18. SUCCESSORS
      AND ASSIGNS.

    


    (a) This
      Agreement is personal to each of the parties hereto, and no party may assign
      or
      delegate any of its rights or obligations hereunder without first obtaining
      the
      written consent of the other parties; provided, however, that the Employer
      will
      require any successor or assign (whether direct or indirect, by purchase,
      merger, consolidation or otherwise) to all or substantially all of the business
      and/or assets of the Employer, by an assumption agreement in form and substance
      satisfactory to the Executive, to expressly assume and agree to perform this
      Agreement in the same manner and to the same extent that the Employer would
      be
      required to perform it if no such succession or assignment had taken place.
      Failure of the Employer to obtain such an assumption agreement prior to the
      effectiveness of any such succession or assignment shall be a breach of this
      Agreement and shall entitle the Executive to compensation from the Employer
      in
      the same amount and on the same terms as the compensation pursuant to Sections
      9
      and 11 hereof. For purposes of implementing the provisions of this Section
      18(a), the date which any such succession becomes effective shall be deemed
      the
      date of termination of the Executive’s employment.

    


    (b) This
      Agreement and all rights of the Executive hereunder shall inure to the benefit
      of and be enforceable by the Executive’s personal and legal representatives,
      executors, administrators, successors, heirs, distributees, devises and
      legatees.

    


    SECTION
      19. NOTICES.

    


    Any
      communication required or permitted to be given under this Agreement, including
      any notice, direction, designation, consent, instruction, objection or waiver,
      shall be in writing and shall be deemed to have been given at such time as
      it is
      delivered personally, or five days after mailing if mailed, postage prepaid,
      by
      registered or certified mail, return receipt requested, addressed to such party
      at the address listed below or at such other address as one such party may
      by
      written notice specify to the other party:

    


    If
      to the
      Executive:

    


    Sandra
      L.
      Bodnyk

    At
      the
      address last appearing

    on
      the
      personnel records of

    the
      Executive

    



    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    If
      to the
      Employer:

    


    KNBT
      Bancorp, Inc.

    Keystone
      Nazareth Bank & Trust Company

    Route
      512
      and Highland Avenue

    Bethlehem,
      Pennsylvania 18017

    (or
      the
      address of the Company’s or the Bank’s principal executive office, if
      different)

    Attention:
      Chairman of the Board

    


    with
      a
      copy, in the case of a notice to the Employer, to:

    


    Elias,
      Matz, Tiernan & Herrick L.L.P.

    734
      15th
      Street,
      N.W.

    Washington,
      D.C. 20005

    Attention:
      Raymond A. Tiernan, Esq.

    Philip
      Ross Bevan, Esq.

    


    SECTION
      20. INDEMNIFICATION
      FOR ATTORNEYS' FEES.

    


    (a) The
      Employer shall indemnify, hold harmless and defend the Executive against
      reasonable costs, including legal fees and expenses, incurred by her in
      connection with or arising out of any action, suit or proceeding in which she
      may be involved, as a result of her efforts, in good faith, to defend or enforce
      the terms of this Agreement. For purposes of this Agreement, any settlement
      agreement which provides for payment of any amounts in settlement of the
      Employer's obligations hereunder shall be conclusive evidence of the Executive's
      entitlement to indemnification hereunder, and any such indemnification payments
      shall be in addition to amounts payable pursuant to such settlement agreement,
      unless such settlement agreement expressly provides otherwise.

    


    (b) The
      Employer's obligation to make the payments provided for in this Agreement and
      otherwise to perform its obligations hereunder shall not be affected by any
      set-off, counterclaim, recoupment, defense or other claim, right or action
      which
      the Employer may have against the Executive or others. Unless it is determined
      that a claim made by the Executive was either frivolous or made in bad faith,
      the Employer agrees to pay as incurred, to the full extent permitted by law,
      all
      legal fees and expenses which the Executive may reasonably incur as a result
      of
      or in connection with her consultation with legal counsel or arising out of
      any
      action, suit, proceeding or contest (regardless of the outcome thereof) by
      the
      Employer, the Executive or others regarding the validity or enforceability
      of,
      or liability under, any provision of this Agreement or any guarantee of
      performance thereof (including as a result of any contest by the Executive
      about
      the amount of any payment pursuant to this Agreement), plus in each case
      interest on any delayed payment at the applicable federal rate provided for
      in
      Section 7872(f)(2)(A) of the Code. This Section 20(b) shall apply whether such
      consultation, action, suit, proceeding or contest arises before, on, after
      or as
      a result of a Change in Control.

    


    SECTION
      21. SEVERABILITY.

    


    A
      determination that any provision of this Agreement is invalid or unenforceable
      shall not affect the validity or enforceability of any other provision hereof.
      

    



    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    SECTION
      22. WAIVER.

    


    Failure
      to insist upon strict compliance with any of the terms, covenants or conditions
      hereof shall not be deemed a waiver of such term, covenant or condition. A
      waiver of any provision of this Agreement must be made in writing, designated
      as
      a waiver, and signed by the party against whom its enforcement is sought. Any
      waiver or relinquishment of any right or power hereunder at any one or more
      times shall not be deemed a waiver or relinquishment of such right or power
      at
      any other time or times.

    


    SECTION
      23. COUNTERPARTS.

    


    This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, and all of which shall constitute one and the same
      Agreement.

    


    SECTION
      24. GOVERNING
      LAW.

    


    This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the Commonwealth of Pennsylvania applicable to contracts entered into
      and to be performed entirely within the Commonwealth of Pennsylvania, except
      to
      the extent that federal law controls.

    


    SECTION
      25. HEADINGS
      AND CONSTRUCTION.

    


    The
      headings of sections in this Agreement are for convenience of reference only
      and
      are not intended to qualify the meaning of any section. Any reference to a
      section number shall refer to a section of this Agreement, unless otherwise
      stated.

    


    SECTION
      26. ENTIRE
      AGREEMENT; MODIFICATIONS.

    


    This
      instrument contains the entire agreement of the parties relating to the subject
      matter hereof, and supersedes in its entirety any and all prior agreements,
      understandings or representations relating to the subject matter hereof. No
      modifications of this Agreement shall be valid unless made in writing and signed
      by the parties hereto; provided, however, that if the Employer determines,
      after
      a review of the final regulations issued under Section 409A of the Code and
      all
      applicable IRS guidance, that this Agreement should be further amended to avoid
      triggering the tax and interest penalties imposed by Section 409A of the Code,
      the Employer may amend this Agreement to the extent necessary to avoid
      triggering the tax and interest penalties imposed by Section 409A of the
      Code.

    


    SECTION
      27. REQUIRED
      REGULATORY PROVISIONS.

    


    Notwithstanding
      anything herein contained to the contrary, any payments to the Executive by
      the
      Employer, whether pursuant to this Agreement or otherwise, are subject to and
      conditioned upon their compliance with Section 18(k) of the Federal Deposit
      Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated
      thereunder in 12 C.F.R. Part 359.

    



    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    SECTION
      28. DISPUTE RESOLUTION.

    


    (a) In
      the
      event of any dispute, claim, question or disagreement arising out of or relating
      to this Agreement or the breach hereof, the parties hereto shall use their
      best
      efforts to settle such dispute, claim, question or disagreement. To this effect,
      they shall consult and negotiate with each other, in good faith, and,
      recognizing their mutual interests, attempt to reach a just and equitable
      solution satisfactory to both parties.

    


    (b) If
      they
      do not reach such a solution within a period of thirty (30) days, then the
      parties agree first to endeavor in good faith to amicably settle their dispute
      by mediation under the Commercial Mediation Rules of the American Arbitration
      Association (the “AAA”), before resorting to arbitration.

    


    (c) Thereafter,
      any unresolved controversy or claim arising out of or relating to this Agreement
      or the breach thereof, upon notice by any party to the other, shall be submitted
      to and finally settled by arbitration in accordance with the Commercial
      Arbitration Rules (the “Rules”) of the AAA in effect at the time demand for
      arbitration is made by any such party. The parties shall mutually agree upon
      a
      single arbitrator within thirty (30) days of such demand. In the event that
      the
      parties are unable to so agree within such thirty (30) day period, then within
      the following thirty (30) day period, one arbitrator shall be named by each
      party. A third arbitrator shall be named by the two arbitrators so chosen within
      ten (10) days after the appointment of the first two arbitrators. In the event
      that the third arbitrator is not agreed upon, he or she shall be named by the
      AAA. Arbitration shall occur in Bethlehem, Pennsylvania or such other location
      as may be mutually agreed to by the parties.

    


    (d) The
      award
      made by all or a majority of the panel of arbitrators shall be final and
      binding, and judgment may be entered based upon such award in any court of
      law
      having competent jurisdiction. The award is subject to confirmation,
      modification, correction or vacation only as explicitly provided in Title 9
      of
      the United States Code. The prevailing party shall be entitled to receive any
      award of pre- and post-award interest as well as attorney’s fees incurred in
      connection with the arbitration and any judicial proceedings related thereto.
      The parties acknowledge that this Agreement evidences a transaction involving
      interstate commerce. The United States Arbitration Act and the Rules shall
      govern the interpretation, enforcement, and proceedings pursuant to this
      Section. Any provisional remedy which would be available from a court of law
      shall be available from the arbitrators to the parties to this Agreement pending
      arbitration. Either party may make an application to the arbitrators seeking
      injunctive relief to maintain the status quo, or may seek from a court of
      competent jurisdiction any interim or provisional relief that may be necessary
      to protect the rights and property of that party, until such times as the
      arbitration award is rendered or the controversy otherwise
      resolved.

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Employer has caused this Agreement to be executed and
      the
      Executive has hereunto set her hand, all as of the day and year first above
      written.

    


    THIS
      AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY
      THE
      PARTIES.

    


    


    
      	 	 	 	 	 
	 	 	 	 	
              Sandra
                L. Bodnyk, Executive

            
	 	 	 	 	 
	
              ATTEST:

            	 	 	
              KEYSTONE
                NAZARETH BANK

            
	 	 	 	
              &
                TRUST COMPANY

            
	 	 	 	 	 
	
              BY:

            	 	 	
              BY:
                

            	 
	
              Name:

            	
              Michele
                A. Linsky

            	 	
              Name:

            	
              Jeffrey
                P. Feather

            
	
              Title:

            	
              Corporate
                Secretary

            	 	
              Title:

            	
              Chairman
                of the Board 

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              [Seal]

            	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              ATTEST:

            	 	 	
              KNBT
                BANCORP, INC.

            
	 	 	 	 	 
	
              BY:

            	 	 	
              BY:
                

            	 
	
              Name:

            	
              Michele
                A. Linsky

            	 	
              Name:

            	
              Jeffrey
                P. Feather

            
	
              Title:

            	
              Corporate
                Secretary

            	 	
              Title:

            	
              Chairman
                of the Board