X0201 42003-10-31 0001236964 KNBT BANCORP INC KNBT 0001247013 HUGHES DAVID W C/O KEYSTONE NAZARETH BANK & TRUST CO. 90 HIGHLAND AVENUE BETHLEHEM PA 18017 0100See Footnote (6)Common Stock2003-10-314A0658A658IBy ESOP Employee Stock Option (right to buy)4.27032003-10-314A010197A2011-06-21Common Stock1019710197DEmployee Stock Option (right to buy)5.77862003-10-314A09713A2012-01-17Common Stock97139713DEmployee Stock Option (right to buy)6.44052003-10-314A011100A2013-01-16Common Stock1110011100DReceived in exchange for 178 shares of First Colonial Group, Inc. ("First Colonial") common stock in connection with the merger of First Colonial into KNBT Bancorp, Inc. (the "Merger"). On the effective date of the Merger, the closing price of First Colonial's common stock was $63.35 per share and market value of the Issuer's common stock was $10.00 per share.The shares are held in the First Colonial employee stock ownership plan. Such plan will be terminated and the shares held thereby distributed to participants upon receipt of a qualified determination letter.Received in the Merger in exchange for a stock option to acquire 2,756 shares of First Colonial common stock for $15.8000 per share which became exercisable as a result of First Colonial entering into the merger agreement in March 2003.Received in the Merger in exchange for a stock option to acquire 2,625 shares of First Colonial common stock for $21.3810 per share which became exercisable as a result of First Colonial entering into the merger agreement in March 2003.Received in the Merger in exchange for a stock option to acquire 3,000 shares of First Colonial common stock for $23.8300 per share which became exercisable as a result of First Colonial entering into the merger agreement in March 2003.(6) - Senior Vice President, Marketing, Public Relations and Community Development of Keystone Nazareth Bank & Trust Company (Issuer Subsidiary).David W. Hughes2003-11-04