exhibit10-8.htm


    EXHIBIT 10.8

    


    KEYSTONE
      NAZARETH BANK & TRUST COMPANY

    AMENDED
      AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    

      TABLE
        OF
        CONTENTS

      


      


      


      
        	
                Article

              	 	
                Page

              
	 	 	 
	
                1.0

              	
                Name
                  of Plan and Purpose

              	
                1

              
	 	 	 
	
                2.0

              	
                Eligibility

              	
                1

              
	 	 	 
	
                3.0

              	
                Participation

              	
                2

              
	 	 	 
	
                4.0

              	
                Benefits

              	
                2

              
	 	 	 
	
                5.0

              	
                Funding

              	
                2

              
	 	 	 
	
                6.0

              	
                Contributions

              	
                2

              
	 	 	 
	
                7.0

              	
                Vesting

              	
                3

              
	 	 	 
	
                8.0

              	
                Distributions
                  of Benefits

              	
                3

              
	 	 	 
	
                9.0

              	
                Beneficiary
                  Designation

              	
                5

              
	 	 	 
	
                10.0

              	
                Claims
                  Procedures

              	
                5

              
	 	 	 
	
                11.0

              	
                Administration

              	
                7

              
	 	 	 
	
                12.0

              	
                Amendment
                  and Termination

              	
                7

              
	 	 	 
	
                13.0

              	
                Miscellaneous

              	
                8

              
	 	 	 


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    KEYSTONE
      NAZARETH BANK & TRUST COMPANY

    AMENDED
      AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    


    1.0           Name
      of Plan and Purpose

    


    
      	
              1.1

            	
              This
                Amended and Restated Supplemental Executive Retirement Plan (“Plan”) of
                Keystone Nazareth Bank & Trust Company (the “Bank”) is adopted
                effective as of November 15, 2007 (the “Effective Date”).  The
                Plan as amended and restated shall in all respects be subject to
                the
                provisions set forth herein.  The Plan was originally
                established by the Bank effective as of December 22, 1997 for the
                purpose
                of permitting certain executives who participate in the Bank Retirement
                Plan (the “Pension Plan”) to receive retirement benefits pursuant to this
                Plan in excess of the limitations imposed by the Tax Reform Act of
                1986,
                including Sections 401(a)(17) and 415 of the Internal Revenue Code
                of
                1986, as amended, and any regulations relating thereto (the
                “Code”).

            


    

     

    
      	
              1.2

            	
              The
                Plan was frozen effective as of December 31, 2005 (the “Plan Freeze
                Date”).  Effective as of the Plan Freeze Date, (a) no Employee
                not already a Participant shall be eligible to become a Participant
                in the
                Plan, (b) the Required Annual Contribution Amount shall not include
                any
                compensation received by a Participant on or after the Plan Freeze
                Date,
                and (c) after the Plan Freeze Date, a Participant’s Plan Benefit Amount
                and a Participant’s Plan Account will not increase for purposes of
                determining the amount of the benefit payable under the
                Plan.

            


    

     

    
      	
              1.3

            	
              This
                Plan is being amended and restated to comply with the requirements
                of
                Section 409A of the Code, including the guidance issued to date by
                the
                Internal Revenue Service (the “IRS”) and the final regulations issued by
                the IRS in April 2007.  No benefits payable under this Plan
                shall be deemed to be grandfathered for purposes of Section 409A
                of the
                Code.

            


    

    


    
      	
              1.4

            	
              The
                Plan shall at all times be characterized as a “top hat” plan of deferred
                compensation maintained for a select group of management or highly
                compensated employees, as described under Sections 201(2), 301(a)(3)
                and
                401(a)(1) of the Employee Retirement Income Security Act of 1974,
                as
                amended, and any regulations relating thereto (“ERISA”).  The
                Plan has been and shall continue to be operated in compliance with
                Section
                409A of the Code.  The Plan is an unfunded plan for tax
                purposes.  The provisions of the Plan shall be construed to
                effectuate such intentions.

            


    

    


    
      	
              1.5

            	
              Accordingly,
                the Bank hereby adopts this amended and restated Plan pursuant to
                the
                terms and provisions set forth
                below:

            


    

    


    
      	
              2.0

            	
              Eligibility

            


    

    


    
      	
              2.1

            	
              Eligibility
                under this Plan is restricted to employees (“Participants”) of Keystone
                Savings Bank (the “Bank”) (a) who were employed by the Bank on January 1,
                1987; (b) who participated in the Pension Plan on that date under
                the
                terms of the Pension Plan; (c) whose benefits under the Pension Plan
                were
                on December 22, 1997 or thereafter adversely affected by the amendments
                made to the Pension Plan pursuant to the Tax Reform Act of 1986;
                and (d)
                who were approved by the Retirement Plan Committee (the “Committee”) of
                the Board of Directors (the “Board”) of the Bank to be Participants in the
                Plan.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              3.0

            	
              Participation

            


    

    


    
      	
              3.1

            	
              Employees
                who were eligible to participate in this Plan on December 22, 1997
                became
                Participants in this Plan as of that
                date.

            


    

    


    
      	
              3.2

            	
              Employees
                who become eligible to participate in this Plan after December 22,
                1997
                will become Participants in this Plan as of the first day of the
                calendar
                year in which they become eligible, provided that no new Participants
                will
                be added to the Plan after December 31,
                2005.

            


    

    


    
      	
              4.0

            	
              Benefits

            


    

    


    
      	
              4.1

            	
              The
                benefits to which a Participant will be entitled under this Plan
                will be
                equal to the balance in the Participant's Plan Account in the Deferred
                Compensation Trust established under Article 5.0
                herein.

            


    

    


    
      	
              5.0

            	
              Funding

            


    

    


    
      	
              5.1

            	
              The
                Bank will make pro rata quarterly cash contributions of each Plan
                year's
                Required Annual Contribution Amount (determined under Article 6.0
                herein)
                for the benefit of each Participant to a trust established under
                a
                separate trust agreement which is referred to herein as the “Deferred
                Compensation Trust.” The Trustees of the Deferred Compensation Trust will
                receive each quarterly cash contribution and allocate it to the separate
                account of each Participant established and maintained under the
                Deferred
                Compensation Trust for the benefit of each Participant (the “Participant's
                Plan Account”) to be held or invested as provided in the Deferred
                Compensation Trust Agreement.

            


    

    


    
      	
              5.2

            	
              To
                fund its obligations under the Plan, the Bank has formed a Deferred
                Compensation Trust.  A Participant shall have no right to demand
                the transfer to him of stock or other assets from the Bank, or from
                the
                Deferred Compensation Trust.  Any assets held in the Deferred
                Compensation Trust may be distributed to a Participant in payment
                of part
                or all of the Bank’s obligations under the Plan.  The right of a
                Participant or his designated beneficiary to receive a distribution
                hereunder shall be an unsecured claim against the general assets
                of the
                Bank, and neither the Participant nor a designated beneficiary shall
                have
                any rights in or against any specific assets of the
                Bank.

            


    

    


    
      	
              6.0

            	
              Contributions

            


    

    


    
      	
              6.1

            	
              An
                actuary, engaged by the Bank, will periodically compute the Required
                Annual Contribution Amount in respect of each Participant. The Required
                Annual Contribution Amount will be determined by the actuary as the
                amount
                required to fund the Participant's “Plan Benefit Amount.” The Plan Benefit
                Amount will be an amount equal to the excess of the monthly pension
                benefit that would be provided to the Participant under the Pension
                Plan
                if the amendments to the Pension Plan required pursuant to the Tax
                Reform
                Act of 1986 had not been made over the monthly pension benefit determined
                by the actuary to be payable under the Pension
                Plan.

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	
              6.2

            	
              Except
                as provided in Section 6.3 herein, in determining the Plan Benefit
                Amount
                of each Participant and the Required Annual Contribution Amount,
                the
                actuary will employ the same assumptions and methods employed to
                calculate
                annual contributions required under the Pension
                Plan.

            


    

    


    
      	
              6.3

            	
              In
                determining the assets available in the Deferred Compensation Trust
                to pay
                Plan Benefit Amounts, the actuary will assume that contributions
                to the
                Deferred Compensation Trust will increase at the assumed rates of
                return
                used by the actuary for the Pension Plan for the same periods of
                time. The
                actuary will also assume that Plan Benefit Amounts are to be funded
                ratably over the expected future service period of each Participant
                from
                the date of calculation to the Participant's Normal Retirement Date
                under
                the Pension Plan.

            


    

    


    
      	
              7.0

            	
              Vesting

            


    

    


    
      	
              7.1

            	
              Participants
                vest in their benefits under this Plan in the same manner as they
                vest in
                their benefits under the Pension
                Plan.

            


    

    


    
      	
              8.0

            	
              Distributions
                of Benefits

            


    

    


    
      	
              8.1

            	
              The
                vested balance in a Participant's Plan Account will be distributed
                at the
                earlier of the following events: (1) the Participant death, or (2)
                the
                first day of the month following the lapse of six months after the
                Participant’s Separation from Service (as defined in Section 8.8) for any
                reason other than death.  The vested portion of amounts credited
                to a Participant’s Plan Account shall be distributed to a Participant at
                the time and in the manner indicated on the Participant’s payment election
                form (a copy of which is attached as Appendix A).  The form of
                benefit payment may be in a single lump sum payment or in periodic
                installment payments (no more frequently than monthly) for up to
                ten
                years, as specified on a Participant’s payment election
                form.  If the benefits are to be paid in installments, the first
                installment shall be paid on or as soon as practicable following
                the death
                of the Participant or on the first day of the month following the
                lapse of
                six months after the Separation from Service, and all subsequent
                payments
                shall be paid on the anniversary date of the first
                payment.

            


    

    


    
      	
              8.2

            	
              Any
                payment elections made by a Participant before January 1, 2005 shall
                continue in effect until such time as the Participant makes a subsequent
                payment election pursuant to Section 8.3 below and such payment election
                becomes effective as set forth below.  If no payment election
                was previously made, then the current payment election shall be deemed
                to
                be a lump sum payment as of the first day of the month following
                (a) the
                lapse of six months after a Separation from Service, except as set
                forth
                in Sections 8.5 and 8.6 below, or (b) the date the Participant
                dies.

            


    

    



    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    
      	
              8.3

            	
              On
                or before December 31, 2008, if a Participant wishes to change his
                payment
                election, the Participant may do so by completing a payment election
                form
                approved by the Bank, provided that any such election (1) must be
                made at
                least 12 months before the date on which benefit payments are scheduled
                to
                commence, (2) must be made before the Participant has a Separation
                from
                Service or dies, (3) shall not take effect before the date that is
                12 months after the date the election is made and accepted by the
                Bank, (4) does not cause a payment that would otherwise be made in
                the
                year of the election to be delayed to a later year, and (5) does
                not
                accelerate into the year in which the election is made a payment
                that is
                otherwise scheduled to be made in a later
                year.

            


    

    


    
      	
              8.4

            	
              A
                Participant may not change his payment election on or after January
                1,
                2009.

            


    

    


    
      	
              8.5

            	
              In
                the event a Participant fails to designate a beneficiary or beneficiaries
                in accordance with Section 9.1 herein, and such Participant dies
                prior to
                the payout of the entire amount of the Participant's Plan Account
                balance,
                the Participant's then remaining Plan Account balance will be paid
                out in
                a lump sum to the deceased Participant's estate within sixty (60)
                days
                following the date of death.

            


    

    


    
      	
              8.6

            	
              In
                the event a Designated Beneficiary dies after the Participant but
                prior to
                the payout of the entire amount of the Participant's Plan Account
                Balance
                and no living alternate beneficiary is then found by the Committee
                to
                become the Designated Beneficiary in accordance with Section 9.1
                herein,
                the Participant's then remaining Plan Account balance allocable to
                the
                deceased Designated Beneficiary will be paid out in a lump sum to
                the
                deceased Designated Beneficiary's estate within sixty (60) days following
                the death of the Designated
                Beneficiary.

            


    

    


    
      	
              8.7

            	
              Distributions
                to Participants will be made net of any required tax
                withholdings.

            


    

    


    
      	
              8.8

            	
              “Separation
                from Service” means a termination of a Participant’s services (whether as
                an employee or as an independent contractor) to KNBT Bancorp, Inc.
                (the
                “Corporation”) and the Bank for any reason. Whether a Separation from
                Service has occurred shall be determined in accordance
                with the
                requirements of Section 409A of the Code based on whether the facts
                and circumstances indicate that the Corporation, the Bank and the
                Participant reasonably anticipated that no further services would
                be
                performed after a certain date or that the level of bona fide services
                the
                Participant would perform after such date (whether as an employee
                or as an
                independent contractor) would permanently decrease to no more than
                twenty
                percent (20%) of the average level of bona fide services performed
                (whether as an employee or an independent contractor) over the immediately
                preceding thirty-six (36) month
                period.

            


    

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    
      	
              9.0

            	
              Beneficiary
                Designation

            


    

    


    
      	
              9.1

            	
              Each
                Participant will be entitled to designate one or more beneficiaries
                and
                one or more successive alternate beneficiaries to be the Participant's
                Designated Beneficiary under this Plan. Such designation will be
                made by
                notice in writing to the Chairman (or any member of the Board if
                no such
                office is then constituted) naming the beneficiaries and the successive
                alternate beneficiaries to be the Designated Beneficiary under this
                Plan.
                Such designation may be revoked or amended at any time by a Participant
                by
                notice similarly given.

            


    

    


    
      	
              10.0

            	
              Claims
                Procedures

            


    

    


    
      	
              10.1

            	
              This
                Article is based on final regulations issued by the Department of
                Labor
                and published in the Federal Register on November 21, 2000 and codified
                at
                29 C.F.R. Section 2560.503-1.  If any provision of this Article
                conflicts with the requirements of those regulations, the requirements
                of
                those regulations will prevail.

            


    

    


    
      	
              10.2

            	
              The
                Participant or any beneficiary who believes he or she is entitled
                to any
                benefit under the Plan (a “Claimant”) may file a claim with the
                Bank.  The Bank shall review the claim itself or appoint an
                individual or an entity to review the
                claim.

            


    

    


    (a)  Initial
      Decision.  The Claimant shall be
      notified within ninety (90) days after the claim is filed whether the claim
      is
      allowed or denied, unless the Claimant receives written notice from the Bank
      or
      appointee of the Bank prior to the end of the ninety (90) day period stating
      that special circumstances require an extension of the time for decision, with
      such extension not to extend beyond the day which is one hundred eighty (180)
      days after the day the claim is filed.

    


    (b)  Manner
      and Content of Denial of Initial Claims.  If the Bank
      denies a claim, it must provide to the Claimant, in writing or by electronic
      communication:

    


    
      	
              (i)  

            	
              The
                specific reasons for the denial;

            


    

    


    
      	
              (ii)  

            	
              A
                reference to the provision of the Plan upon which the denial is
                based;

            


    

    


    
      	
              (iii)  

            	
              A
                description of any additional information or material that the Claimant
                must provide in order to perfect the
                claim;

            


    

    


    
      	
              (iv)  

            	
              An
                explanation of why such additional material or information is
                necessary;

            


    

    


    
      	
              (v)  

            	
              Notice
                that the Claimant has a right to request a review of the claim denial
                and
                information on the steps to be taken if the Claimant wishes to request
                a
                review of the claim denial; and

            


    

    


    
      	
              (vi)  

            	
              A
                statement of the Participant’s right to bring a civil action under Section
                502(a) of ERISA following a denial on review of the initial
                denial.

            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    10.3           Review
      Procedures

    


    (a)  Request
      For Review.  A request for review of a
      denied claim must be made in writing to the Bank within sixty (60) days after
      receiving notice of denial.  The decision upon review will be made
      within sixty (60) days after the Bank’s receipt of a request for review, unless
      special circumstances require an extension of time for processing, in which
      case
      a decision will be rendered not later than one hundred twenty (120) days after
      receipt of a request for review.  A notice of such an extension must
      be provided to the Claimant within the initial sixty (60) day period and must
      explain the special circumstances and provide an expected date of
      decision.

    


    The
      reviewer shall afford the Claimant
      an opportunity to review and receive, without charge, all relevant documents,
      information and records and to submit issues and comments in writing to the
      Bank.  The reviewer shall take into account all comments, documents,
      records and other information submitted by the Claimant relating to the claim
      regardless of whether the information was submitted or considered in the initial
      benefit determination.

    


    (b)  Manner
      and Content of Notice of Decision on
      Review.  Upon completion of its review
      of an adverse claim determination, the Bank will give the Claimant, in writing
      or by electronic notification, a notice containing:

    


    
      	
              (i)  

            	
              its
                decision;

            


    

    


    
      	
              (ii)  

            	
              the
                specific reasons for the decision;

            


    

    


    
      	
              (iii)  

            	
              the
                relevant provisions of the Plan on which its decision is
                based;

            


    

    


    
      	
              (iv)  

            	
              a
                statement that the Claimant is entitled to receive, upon request
                and
                without charge, reasonable access to, and copies of, all documents,
                records and other information in the Bank’s files which is relevant to the
                Claimant’s claim for benefits;

            


    

    


    
      	
              (v)  

            	
              a
                statement describing the Claimant’s right to bring an action for judicial
                review under Section 502(a) of ERISA;
                and

            


    

    


    
      	
              (vi)  

            	
              if
                an internal rule, guideline, protocol or other similar criterion
                was
                relied upon in making the adverse determination on review, a statement
                that a copy of the rule, guideline, protocol or other similar criterion
                will be provided without charge to the Claimant upon
                request.

            


    

    



    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    
      	
              10.4

            	
              For
                purposes of the time periods specified in this Article, the period
                of time
                during which a benefit determination is required to be made begins
                at the
                time a claim is filed in accordance with the procedures herein without
                regard to whether all the information necessary to make a decision
                accompanies the claim.  If a period of time is extended due to a
                Claimant’s failure to submit all information necessary, the period for
                making the determination shall be tolled from the date the notification
                is
                sent to the Claimant until the date the Claimant
                responds.

            


    

    


    
      	
              10.5

            	
              If
                the Bank fails to follow the claims procedures required by this Article,
                a
                Claimant shall be deemed to have exhausted the administrative remedies
                available under the Plan and shall be entitled to pursue any available
                remedy under Section 502(a) of ERISA on the basis that the Plan has
                failed
                to provide a reasonable claims procedure that would yield a decision
                on
                the merits of the claim.  A Claimant’s compliance with the
                foregoing provisions of this Article is a mandatory requisite to
                a
                Claimant’s right to commence any legal action with respect to any claims
                for benefits under the Plan.

            


    

    


    
      	
              10.6

            	
              Notwithstanding
                anything in this Plan to the contrary, the Bank may determine, in
                its sole
                and absolute discretion, to review any claim for benefits submitted
                by a
                Claimant under this Agreement.

            


    

    


    
      	
              11.0

            	
              Administration

            


    

    


    
      	
              11.1

            	
              This
                Plan will be administered by the Committee which will have the sole
                discretion to interpret the Plan provisions, make rules and regulations
                pertaining to its administration and decide all questions arising
                in
                connection with its administration, all of which shall be binding
                upon the
                Bank, the Participants, the Designated Beneficiaries and all persons
                claiming through them.

            


    

    


    
      	
              11.2

            	
              No
                member of the Committee or the Board or employee of the Bank will
                be
                liable to the Bank, any Participant, any Designated Beneficiary or
                any
                person claiming rights under the Plan through the Bank, a Participant
                or a
                Designated Beneficiary for any act or failure to act which is done
                (or not
                done as the case may be) in good
                faith.

            


    

    


    
      	
              11.3

            	
              All
                expenses of administering the Plan will be borne by the
                Bank.

            


    

    


    
      	
              12.0

            	
              Amendment
                and Termination

            


    

    


    
      	
              12.1

            	
              The
                Board reserves the right to amend or terminate the Plan at any time,
                except that no such amendment will affect the benefits or rights
                to which
                any Participant became entitled prior to such amendment or
                termination.  A termination of the Plan will not be a
                distributable event, except in the three circumstances set forth
                in
                Section 12.2 below.

            


    

    



    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    
      	
              12.2

            	
              Under
                no circumstances may the Plan permit the acceleration of the time
                or form
                of any payment under the Plan prior to the payment events specified
                herein, except as provided in this Section 12.2.  The Bank may,
                in its discretion, elect to terminate the Plan in any of the following
                three circumstances and accelerate the payment of the entire unpaid
                balance of the Participant’s vested benefits as of the date of such
                payment in accordance with Section 409A of the
                Code:

            


    

    


    
      	
              (i)  

            	
              the
                Plan is irrevocably terminated within the 30 days preceding a Change
                of Control and (1) all arrangements sponsored by the Bank and/or
                the
                Corporation that would be aggregated with the Plan under Treasury
                Regulation §1.409A-1(c)(2) are terminated, and (2)
                all Participants in the Plan and all participants under the other
                aggregated arrangements receive all of their
                benefits under the terminated arrangements within 12 months of the
                date
                the Bank and/or the Corporation irrevocably take all
                necessary action to terminate the Plan and the other
                aggregated arrangements;

            


    

    


    
      	
              (ii)  

            	
              the
                Plan is irrevocably terminated at a time that is not
                proximate to a downturn in the financial health of the Bank and/or
                the
                Corporation and (1) all arrangements sponsored by the Bank and/or
                the
                Corporation that would be aggregated with the Plan under Treasury
                Regulation 1.409A-1(c) if a Participant participated in such arrangements
                are terminated, (2) no payments are made within 12 months of the
                date the
                Bank and/or the Corporation take all necessary action to irrevocably
                terminate the arrangements, other than payments that would be payable
                under the terms of the arrangements if the termination had not occurred;
                (3) all payments are made within 24 months of the date the Bank and/or
                the
                Corporation take all necessary action to irrevocably terminate the
                arrangements; and (4) the Bank and/or the Corporation do not adopt
                a new
                arrangement that would be aggregated with the Plan under Treasury
                Regulation 1.409A-1(c) if a Participant participated in both arrangements,
                at any time within three years following the date the Bank and/or
                the
                Corporation take all necessary action to irrevocably
                terminate the Plan;
                or

            


    

    


    
      	
              (iii)  

            	
              the
                Plan is terminated within 12 months of a corporate dissolution taxed
                under
                Section 331 of the Code, or with the approval of a bankruptcy court
                pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred by
                each Participant under the Plan are included in the Participant’s gross
                income in the later of (1) the calendar year in which the termination
                of
                the Plan occurs, or (2) the first calendar year in which the payment
                is
                administratively practicable.

            


    

    


    
      	
              13.0

            	
              Miscellaneous

            


    

    


    
      	
              13.1

            	
              Any
                reference herein to any statute will be interpreted to include reference
                to any successor statute. Any reference herein to any office, officer,
                committee or board will be interpreted to include reference to any
                successor office, officer, committee or board. Any reference herein
                to the
                Bank will include reference to any successor to the
                Bank.

            


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    
      	
              13.2

            	
              The
                Plan Year upon which the books and records of account of this Plan
                will be
                maintained will coincide with the plan year of the Pension
                Plan.

            


    

    


    
      	
              13.3

            	
              Participation
                in this Plan shall not provide any Participant with the right to
                remain in
                the employment of the Bank or the right to continue to serve as a
                trustee
                of the Bank.

            


    

     

    
      	
              13.4

            	
              To
                the extent the enforcement or interpretation of this Plan is not
                preempted
                by ERISA but is dependent upon state law, the laws of the Commonwealth
                of
                Pennsylvania, not including its conflict of laws provisions, shall
                govern.

            


    

    


    
      	
              13.5

            	
              Captions
                and headings appearing herein are for convenient reference
                only.  The text of this Plan shall
                control.

            


    

    


    IN
      WITNESS WHEREOF,
      Keystone Nazareth Bank & Trust Company has caused this Plan to be duly
      executed on this 15th day of November 2007.

    


    


    
      	 	 	 	 	 
	 	 	 	
              KEYSTONE
                NAZARETH BANK

            
	 	 	 	
              &
                TRUST COMPANY

            
	 	 	 	 	 
	 	 	 	
              BY:

            	 
	 	 	 	
              Name:

            	
              Jeffrey
                P. Feather

            
	 	 	 	
              Title:

            	
              Chairman
                of the Board

            


    

    



    
      
        
        

      

      
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