8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report – April 12, 2002

QNB CORP.

(Exact name of registrant as specified in its charter)

Pennsylvania	0-17706	23-2318082
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
10 North Third Street P.O. Box 9005 Quakertown, Pennsylvania		18951-9005
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number including area code:   (215) 538-5600

N/A
(Former name or former address, if changed since last report)

Page 1 of 6 Sequentially Numbered Pages
Index to Exhibits Found on Page 4

Item 1.	Changes in Control of Registrant
	Not Applicable.
Item 2.	Acquisition or Disposition of Assets
	Not Applicable.
Item 3.	Bankruptcy or Receivership
	Not Applicable.
Item 4.	Changes in Registrant’s Certifying Accountant
	Not Applicable.
Item 5.	Other Events
	Registrant attaches as Exhibit 99.1, an Amendment to Mr. Bisko’s Employment Agreement, dated April 3, 2002, by and between Thomas J. Bisko and QNB Corp. and The Quakertown National Bank, which Amendment amends the term of Mr. Bisko’s employment and the amount of severance pay Mr. Bisko would receive under certain circumstances. This Amendment amends Mr. Bisko’s September 2, 1986 Employment Agreement as most recently filed with the Commission on Form 10-K on March 31, 1999.
Item 6.	Resignations of Registrant’s Directors
	Not Applicable.
Item 7.	Financial Statements and Exhibits
	(a)   Not Applicable.
	(b)   Not Applicable.
	(c)   Exhibits:
	99.1 Amendment to Mr. Bisko’s Employment Agreement, dated April 3, 2002.
Item 8.	Change in Fiscal Year
	Not Applicable.

         Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	QNB CORP. (Registrant)
Dated:  April   12    , 2002	/s/   Bret H. Krevolin                                               Bret H. Krevolin, Chief Accounting Officer

EXHIBIT INDEX

		Page Number
Exhibit		in Manually
Original		Signed
99.1	Amendment to Mr. Bisko’s Employment Agreement, dated April 3, 2002.		6

EX-99.1 3 w59655ex99-1.htm AMENDMENT TO MR. BISKO'S EMPLOYMENT AGREEMENT

EXHIBIT 99.1

AMENDMENT TO EMPLOYMENT AGREEMENT

AGREEMENT – AMENDMENT

         INTENDING TO BE LEGALLY BOUND, QNB, Corp. (“QNB”) and Thomas J. Bisko (the “Executive”) hereby agree as follows:

         1.     In consideration for the continuation of the Agreement between the above parties dated September 2, 1986 (“Agreement”), QNB and the Executive hereby amend paragraphs 2 and 8.5 of the Agreement to read as follows:

                  2. Terms of Employment. The term of this Agreement shall begin on September 1, 1986 and shall terminate on December 31, 2013; provided, that either party hereto may give three years prior written notice to the other party of the intention of that party not to have the Agreement extended, in which case this Agreement shall terminate three years from the date of such notice.

                  8.5. Payment Upon Termination. If Executive’s employment hereunder is terminated by QNB for reasons other than death or disability or conduct specified in Paragraphs 8.1 or 8.2 hereof or is deemed terminated pursuant to Paragraph 8.3 hereof, the Bank shall pay to the Executive, in a lump sum, severance pay equal to 2.99 times Executive’s then current base salary, which shall be due and payable within 30 days of such termination.

         2.     All other terms and conditions of the Agreement shall remain the same.

         Executed this 3rd day of April, 2002.

QNB Corp.
By:	/s/ Edgar L. Stauffer	Attest:	/s/ W. Randall Stauffer
	Edgar L. Stauffer		W. Randall Stauffer
Executive
	/s/ Thomas J. Bisko	Attest:	/s/ W. Randall Stauffer
	Thomas J. Bisko		W. Randall Stauffer
Quakertown National Bank (“Surety”)
By:	/s/ Bret H. Krevolin	Attest:	/s/ Jean M. Scholl
	Bret H. Krevolin		Jean M. Scholl

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EX-99.1

ex99-1