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Harrisburg, PA  -- March 1, 2005 -- KNBT Bancorp, Inc. (NASDAQ/NMS:KNBT) the holding company for Keystone Nazareth Bank & Trust Company (the “Bank”), announced yesterday the purchase of Caruso Benefits Group, Inc. (the “Company”), a benefits management firm based in Bethlehem, Pennsylvania.

Caruso Benefits Group, Inc. specializes in benefits management with an emphasis on group medical, life, and disability.  The Company’s three divisions include MJ Caruso & Associates, Independent Business Association, and The Benefits Firm.  Founded in 1971, by Michael J. Caruso, CLU, ChFC, the Company services clientele ranging from individual entrepreneurs to organizations with several thousand employees, primarily in the Eastern Pennsylvania region.

WFG Capital Advisors LP acted as the financial advisor to Caruso Benefits Group, Inc..

Scott V. Fainor, President & Chief Executive Officer of KNBT, stated “this acquisition is a strategic initiative that enhances KNBT’s financial services by providing quality-based and cost-effective group benefit solutions.  Caruso Benefits Group, Inc. is a knowledgeable, service-oriented organization with a reputation for reliability that is renowned.  Bringing their benefits management expertise together with KNBT is a tremendous opportunity that broadens the array of services that we can provide to support the well-being of our corporate and small business customers and their employees.”  

Under the terms of the definitive agreement, KNBT Bancorp, Inc. will acquire all of the capital stock of the Caruso Benefits Group, Inc. for a purchase price of $28 million in cash, $20 million of which is payable at closing and $8 million of which is payable over a three year period, subject to the Company maintaining certain levels of profitability.  The transaction is expected to be accretive to KNBT Bancorp, Inc. in the year of acquisition.

“All of us at Caruso Benefits Group, Inc. are excited about the opportunity to join forces with a strong and reputable financial services company that shares a common mission:  a commitment to superior service, a strong foundation of experience, and a reputation for reliability,”  stated Michael J. Caruso, President of Caruso Benefits Group, Inc.  Mr. Caruso, who will be retained and continue to serve as the President of the Company, went on to state, “We are equally enthused about the potential to expand our client base, in both the retail and wholesale markets, as a result of our association with KNBT.  This partnership will enhance our continued growth, while supporting the quality of comprehensive benefit planning and dedicated service that our clients and brokers have come to rely upon for over three decades.”    

Upon completion of the transaction, the Company will operate as Caruso Benefits Group, Inc., a wholly owned subsidiary of the Bank.  The acquisition is subject to customary conditions, including receipt of all required regulatory approvals, which is expected to close in the second quarter of 2005.

About WFG Capital Advisors
WFG Capital Advisors, a PA-based investment banking firm specializing in the insurance industry, initiated the transaction and served as the exclusive financial advisor to Caruso Benefits Group, Inc.

Media Contacts:
Robert J. Lieblein, President & CEO
(717) 780-7801 /
rlieblein@wfgca.com

Steven S. Wevodau, Managing Principal
(717) 780-7802 /
swevodau@wfgca.com

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