KEYSTONE SAVINGS BANK AND KNBT BANCORP, INC
    RECEIVE ALL REQUIRED REGULATORY APPROVALS TO COMPLETE CONVERSION AND MERGER WITH FIRST COLONIAL GROUP, INC.

    Lehigh Valley, Pa. - Keystone Savings Bank and First Colonial Group, Inc. (NASDAQ: FTCG), the parent of Nazareth National Bank and Trust Company, announced today that all required regulatory approvals necessary to complete the conversion of Keystone Savings Bank and the merger with First Colonial Group and Nazareth National Bank have been received. The combined institutions will form the largest locally controlled bank in the greater Lehigh Valley market area. The conversion and the mergers are currently expected to close on October 31, 2003 with trading in KNBT Bancorp, Inc. common stock expected to commence on November 3, 2003, on the NASDAQ under the symbol “KNBT”, subject to satisfaction of standard closing conditions and the expiration of all statutory waiting periods.

    KNBT Bancorp, Inc., which will be the new holding company for the merged Keystone Savings Bank and Nazareth National Bank, expects to issue 20,201,188 shares of common stock in the conversion offering, the super maximum of the original offering range, as well as contribute an additional 1,616,095 shares to a newly formed charitable foundation, the Keystone Nazareth Charitable Foundation. In addition, up to 9,356,900 shares of KNBT Bancorp common stock will be issued to the current stockholders of First Colonial Group in exchange for their shares of First Colonial common stock.

    About Keystone Savings Bank
    Keystone Savings Bank is a Pennsylvania-chartered mutual savings bank headquartered in Bethlehem, Pa., with 20 branches in Lehigh, Northampton and Carbon counties. As of June 30, 2003, it had assets of $1.1 billion and deposits of $814 million.

    About First Colonial Group, Inc.
    First Colonial Group, Inc. (NASDAQ: FTCG), with assets of more than $665 million as of September 30, 2003, operates a one-bank subsidiary, Nazareth National Bank. Operating 19 branches in the counties of Northampton, Lehigh and Monroe, the company is headquartered in Nazareth, Pa.

    Contacts:
    Jeffrey P. Feather, Chairman of the Board, Keystone Savings Bank, 610-691-3616
    Eugene Sobol, Sr. EVP, COO and Treasurer, Keystone Savings Bank, 610-861-5000
    Richard Stevens, III, Chairman of the Board, First Colonial Group, Inc. and Nazareth National Bank, 610-861-5721
    Scott V. Fainor, President and Chief Executive Officer, First Colonial Group, Inc. and Nazareth National Bank, 610-861-5720

    Web resources:
    · Keystone Savings Bank: www.keystonesavingsbank.com
    · Nazareth National Bank: www.nazbank.com

    "Safe Harbor" Statement Under Private Securities Litigation Reform Act of 1995
    The information contained in the Press Release and other financial reports may contain forward looking statements (such as defined in the Securities Exchange Act of 1934 and the regulations thereof), including without limitation, the discussion of the planned merger with Keystone Savings Bank, statements as to the future loan and deposit volumes, future expansion plans, allowance and provision for possible loan losses, future interest rates and their effect on the Company's financial conditions or the results of operations, the classification of the Company's investment portfolio, statements as to litigation and the amount of reserves, statements as to trends and other statements which are not historical facts or as to the Company's, the Bank's or management's intentions, plans, beliefs, expectations or opinions. Such forward looking statements are subject to risks and uncertainties, and may be affected by various factors which may cause actual results to differ materially from those in the forward looking statements including, without limitation, the risk that the transaction contemplating the agreement and plan of merger with Keystone Savings Bank may not be completed, the effect of economic conditions and related uncertainties, the effect of interest rates on the Company and the Bank, Federal and state government regulation, competition, changes in accounting standards and policies, results of litigation, and other risks. These and other risks, uncertainties and other factors are discussed in the Company's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and other filings with the Securities and Exchange Commission, copies of which may be obtained from the Company upon request and without charge (except for the exhibits thereto) or can be accessed at the website maintained by the SEC at http://www.sec.gov.

 
 
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