0001104659-04-040002 Sample Contracts

AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 8, 2004 BETWEEN KNBT BANCORP, INC. AND NORTHEAST PENNSYLVANIA FINANCIAL CORP.
Agreement and Plan of Merger • December 16th, 2004 • Northeast Pennsylvania Financial Corp • Savings institutions, not federally chartered • Pennsylvania

AGREEMENT AND PLAN OF MERGER, dated as of December 8, 2004 (the “Agreement”), between KNBT Bancorp, Inc. (“Parent”), a Pennsylvania corporation, and Northeast Pennsylvania Financial Corp. (the “Company”), a Delaware corporation.

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SHAREHOLDER AGREEMENT
Shareholder Agreement • December 16th, 2004 • Northeast Pennsylvania Financial Corp • Savings institutions, not federally chartered • Pennsylvania

SHAREHOLDER AGREEMENT (the “Agreement”), dated as of December 8, 2004, by and between _______________________________, a shareholder (“Shareholder”) of Northeast Pennsylvania Financial Corp. (the “Company”), a Delaware corporation, and KNBT Bancorp, Inc. (“Parent”), a Pennsylvania corporation. All capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Merger Agreement (defined below).

TERMINATION AND RELEASE AGREEMENT
Termination and Release Agreement • December 16th, 2004 • Northeast Pennsylvania Financial Corp • Savings institutions, not federally chartered • Pennsylvania

This Termination and Release Agreement (this “Agreement”) is entered into as of December 8, 2004 by and among Thomas M. Petro (the “Executive”), Northeast Pennsylvania Financial Corp., a Delaware corporation (the “Company”), First Federal Bank, a federally-chartered savings bank and a wholly-owned subsidiary of the Company (the “Bank”), and KNBT Bancorp, Inc., a Delaware corporation (“Parent”).

TERMINATION AND RELEASE AGREEMENT
Termination and Release Agreement • December 16th, 2004 • Northeast Pennsylvania Financial Corp • Savings institutions, not federally chartered • Pennsylvania

This Termination and Release Agreement (this “Agreement”) is entered into as of December 8, 2004 by and among Jerry D. Holbrook (the “Executive”), Northeast Pennsylvania Financial Corp., a Delaware corporation (the “Company”), First Federal Bank, a federally-chartered savings bank and a wholly-owned subsidiary of the Company (the “Bank”), and KNBT Bancorp, Inc., a Delaware corporation (“Parent”).

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