Form of NPB Letter Agreement

EXHIBIT
      2.3

Form
      of
      NPB Letter Agreement

September
          , 2007

KNBT
      Bancorp, Inc.
00
      Xxxxxxxx Xxx.
Xxxxxxxxx,
      Xxxxxxxxxxxx  00000


Ladies
      and Gentlemen:

National
      Penn Bancshares, Inc. ("NPB")
      and KNBT Bancorp, Inc. (“KNBT”) are entering into concurrently herewith an
      Agreement and Plan of Merger to be dated as of September
    , 2007 (the "Agreement").

Pursuant
      to the proposed Agreement, and
      subject to the terms and conditions set forth therein: (a) KNBT will merge
      with
      and into NPB, with NPB surviving the merger (the “Merger”); (b) shareholders of
      KNBT will receive shares of NPB common stock in exchange for their shares of
      KNBT common stock owned on the closing date plus cash in lieu of fractional
      share interests; and (c) holders of KNBT options will receive stock options
      exercisable for common stock of NPB in exchange for options exercisable for
      common stock of KNBT outstanding on the closing date.

I
      have been advised that I may be
      deemed to be an "affiliate" of NPB for purposes of certain rules issued by
      the
      Securities and Exchange Commission (the "SEC") under the Securities Act of
      1933.

I
      understand that KNBT is requiring, as
      a condition to its execution and delivery to NPB of the Agreement, that I
      execute and deliver to KNBT this Letter Agreement.

Intending
      to be legally bound hereby, I
      irrevocably agree and represent as follows:

1.           
      I agree to vote or cause to be voted for approval of the Agreement all shares
      of
      NPB common stock over which I exercise sole or shared voting power, excluding
      any such shares that I am acting over as a fiduciary other than those which
      are
      held in IRAs for my benefit.

2.           Through
      the earlier of (a) the receipt of the requisite approval of the Agreement by
      the
      shareholders of NPB and KNBT or (b) the termination of the Agreement pursuant
      to
      Article VII thereof, I agree not to offer, sell, transfer or otherwise dispose
      of, or to permit the offer, sale, transfer or other disposition of, any shares
      of NPB common stock over which I exercise sole or shared voting power or any
      options that I hold to acquire shares of NPB common stock; provided, however,
      that I may make a bona fide gift of shares or transfer of shares for estate
      planning or similar purposes prior to that date as long as the recipient agrees
      to vote such shares for approval of the Agreement and agrees, in writing, to
      be
      bound by all the terms hereof as if an original signatory hereto.
 
 
 
 

          
        
 
KNBT
        Bancorp, Inc.
September
            , 2007
Page
        2

3.           I
      have sole or shared voting power over the number of shares of NPB common stock,
      and hold stock options for the number of shares of NPB common stock, if any,
      set
      forth below opposite my signature line.  KNBT recognizes that, with
      respect to any such shares which have been pledged to a third party (as
      specifically identified below), I will not be able to control the voting or
      disposition of such shares in the event of a default.

4.           I
      represent that I have the capacity to enter into this Letter Agreement and
      that
      it is a valid and binding obligation enforceable against me in accordance with
      its terms, subject to bankruptcy, insolvency and other laws affecting creditors'
      rights and general equitable principles.

For
      the avoidance of doubt, I
      acknowledge that any references herein to NPB common stock held by me include
      common stock issued or issuable upon the exercise of any or all of my options
      to
      acquire shares of NPB common stock, which occur prior to the completion of
      the
      Merger or the termination of this Letter Agreement, whichever occurs
      first.

The
      agreements contained in this Letter
      Agreement shall apply to me solely in my capacity as a shareholder of NPB,
      and
      no agreement contained in this Letter Agreement shall apply to me in my capacity
      as a director, officer or employee of NPB or in any other fiduciary
      capacity.  In addition, nothing contained in this Letter Agreement
      shall be deemed to apply to, or limit in any manner, my obligations to comply
      with my fiduciary duties as an officer or director, as applicable, of
      NPB.

This
      Letter Agreement shall be
      effective upon acceptance by KNBT.


[THE
      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
 
 
 
 

          
        
 
KNBT
        Bancorp, Inc.
September
            , 2007
Page
        3
 
 
This
      Letter Agreement shall terminate
      concurrently with, and automatically upon, any termination of the Agreement
      in
      accordance with its terms, except that any such termination shall be without
      prejudice to KNBT's rights arising out of any willful breach of any covenant
      or
      representation contained herein.

Very
      truly yours,

Number
      of
      shares held:
 Sole
      voting
      power:               ________
 Shared
      voting
      power:          ________

Number
      of
      shares subject
 to
      stock
      options:                  ________

Number
      of
      pledged
 shares:                                   ________


__________________________                                                                           ___________________________________
Witness:                                                                                        [Name]



Accepted:

KNBT
      BANCORP, INC.


By:___________________________
Name:
Title:
 


        
      
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Form of NPB Letter Agreement

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