X0201 42003-10-31 0001236964 KNBT BANCORP INC KNBT 0001246950 FAINOR SCOTT V C/O KEYSTONE NAZARETH BANK & TRUST CO. 90 HIGHLAND AVENUE BETHLEHEM PA 18017 1100 President and CEOCommon Stock2003-10-314A0105757A105757DEmployee Stock Option (right to buy)5.66282003-10-314A0291375A2012-01-03Common Stock291375291375DEmployee Stock Option (right to buy)6.44052003-10-314A012950A2013-01-16Common Stock1295012950DReceived in exchange for 28,583 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.Received in the Merger in exchange for a stock option to acquire 78,750 shares of First Colonial common stock for $20.9524 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 3,500 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.Scott V. Fainor2003-11-04