exhibit10-4.htm


    EXHIBIT 10.4

    
 

    FIRST
      AMENDMENT TO

    


    TERMINATION
      AND RELEASE AGREEMENT

    


    


    First
      Amendment, dated as of November
      15, 2007 (the “Amendment”), to the Termination and Release Agreement, dated as
      of December 8, 2004 (the “Release Agreement”), by and among Thomas L. Kennedy
      (the “Executive”), KNBT Bancorp, Inc., a Pennsylvania corporation and
      successor to Northeast Pennsylvania Financial Corp. (the “Company”), and
      Keystone Nazareth Bank & Trust Company, as successor to First Federal Bank
      (the “Bank”).  Capitalized terms which are not defined herein shall
      have the same meaning as set forth in the Release Agreement.

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      the Effective Date of the
      Merger was May 19, 2005;

    


    WHEREAS,
      the Executive has terminated
      employment with the Bank, and he is currently receiving insurance benefits
      pursuant to Section 3(a) of the Release Agreement;

    


    WHEREAS,
      the IRS subsequently issued
      final regulations under Section 409A of the Code in April 2007, and the parties
      hereto desire to amend the Release Agreement to comply with such final
      regulations; and

    


    WHEREAS,
      Section 5(b) of the Release
      Agreement provides that the parties hereto may amend the Release
      Agreement;

    


    NOW,
      THEREFORE, in consideration of the
      premises, the mutual agreements herein set forth and such other consideration
      the sufficiency of which is hereby acknowledged, the Company, the Bank and
      the
      Executive hereby agree as follows:

    


    1.           Amendment
      to Section 3(a) of the Release Agreement.  Section 3(a) of the
      Release Agreement is hereby amended to add the following language at the end
      of
      such section:

    


    
      	
               

            	
              “Any
                insurance premiums payable by the Parent pursuant to this Section
                3(a)
                shall be payable at such times and in such amounts as if the Executive
                was
                still an employee of the Parent or the Bank, subject to the terms
                of
                Section 3(a) hereof and subject to any increases in such amounts
                imposed
                by the insurance company or COBRA.  The amount of insurance
                premiums required to be paid by the Parent in any taxable year shall
                not
                affect the amount of insurance premiums required to be paid by the
                Parent
                in any other taxable year.”

            


    

    



    
      
        
        

      

      
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    2.           Effectiveness.  This
      Amendment shall be deemed effective as of the date first written above, as
      if
      executed on such date.  Except as expressly set forth herein, this
      Amendment shall not by implication or otherwise alter, modify, amend or in
      any
      way affect any of the terms, conditions, obligations, covenants or agreements
      contained in the Release Agreement, all of which are ratified and affirmed
      in
      all respects and shall continue in full force and effect and shall be otherwise
      unaffected.

    


    3.           Governing
      Law.  This Amendment and the rights and obligations hereunder
      shall be governed by and construed 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.

    


    4.           Counterparts.  This
      Amendment may be executed in two or more counterparts, each of which shall
      for
      all purposes be deemed an original, and all of which together shall constitute
      one and the same instrument.


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Company, the Bank and the Executive have duly executed
      this
      First Amendment as of the day and year first written above.

    


    


    
      	 	 	 	 	 
	 	 	 	
              Name:

            	
              Thomas
                L. Kennedy, 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

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              ATTEST:

            	 	 	
              KNBT
                BANCORP, INC.

            
	 	 	 	 	 
	
              BY:

            	 	 	
              BY:

            	 
	
              Name:

            	
              Michele
                A. Linsky

            	 	
              Name:

            	
              Jeffrey
                P. Feather

            
	
              Title:

            	
              Corporate
                Secretary

            	 	
              Title:

            	
              Chairman
                of the Board

            


    

    



    
      
        
        

      

      
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