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Market Overview

Penns Woods Bancorp to Acquire Luzerne Bank


Penns Woods Bancorp, Inc. (Penns Woods) (Nasdaq: PWOD), announced today that its shareholders approved the Company's pending acquisition of Luzerne Bank at the Annual Meeting of Shareholders held on May 29, 2013.

The shareholders of Luzerne National Corporation also approved the acquisition at their Annual Meeting of Shareholders held on May 29, 2013.

The acquisition is expected to become effective on June 1, 2013, subject to the satisfaction of other customary closing conditions. Penns Woods intends to continue to operate Luzerne Bank as a separate banking subsidiary of Penns Woods under the name "Luzerne Bank." The existing members of the board of directors of Luzerne Bank will continue to serve as directors after closing, and Richard A. Grafmyre, Penns Woods' President and Chief Executive Officer, will join the Luzerne Bank board. In addition, at closing the Penns Woods board of directors will be expanded to include three current non-employee directors from the Luzerne board of directors.

"The acquisition is a great opportunity for us to provide our customers with geographically expanded access to tailored banking products and services. This acquisition presents an almost seamless opportunity because of the two banks' similar operating styles," said Richard A. Grafmyre, President and CEO of Penns Woods and Jersey Shore State Bank. "For most of our customers, there will be little to no change in the way they do business with Jersey Shore State Bank and Luzerne Bank, yet both organizations' capacity to do business with customers will be greatly enhanced."

"The acquisition of Luzerne Bank will deliver significant value for the shareholders," said Ronald A. Walko, Chairman of the Board of Penns Woods. "I look forward to the opportunities presented by the partnership of the two organizations."

"The board of directors, management and staff of Luzerne Bank are excited about this affiliation," said Robert C. Snyder, President of Luzerne Bank. "Not only is the transaction a win for our shareholders, it keeps the 106 year heritage of Luzerne Bank alive and well."

"The decision to merge was based upon a number of factors including the increasing operating costs resulting from regulatory and compliance mandates. But in the end, the decision came down to finding the right partner, and we found what we believe to be the perfect teammate in Penns Woods," stated Joseph E. Kluger, Chairman of the Board of Luzerne. "We are very excited about the merger with Penns Woods, as well as the future of Luzerne Bank."

Under the terms of the agreement, Penns Woods will acquire all of the outstanding shares of Luzerne for a total purchase price of approximately $44.5 million as of the date of the agreement. Luzerne shareholders will have the opportunity to elect to receive for each outstanding share of Luzerne common stock either 1.5534 shares of Penns Woods common stock, $61.86 in cash or a combination of cash or stock. All shareholder elections will be subject to allocation and proration procedures set forth in the agreement that are designed to ensure that no more than 10% of the outstanding Luzerne shares are exchanged for cash. The transaction is expected to be a tax-free exchange to the extent that shareholders of Luzerne receive stock in exchange for their shares.

About the Company:

Penns Woods Bancorp, Inc. is the parent company of Jersey Shore State Bank, which operates thirteen branch offices providing financial services in Lycoming, Clinton, Centre, and Montour Counties. Luzerne Bank operates eight branch offices providing financial services in Luzerne and Lackawanna counties. Investment and insurance products are offered through Jersey Shore State Bank's subsidiary, The M Group, Inc. D/B/A The Comprehensive Financial Group.

Forward-Looking Statements:

Certain statements contained herein may be considered "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements are based upon the belief of the management of Penns Woods Bancorp, Inc. (PWOD) and Luzerne Bank (Luzerne), and may be, but not necessarily are, identified by such words as "expect," "plan," "anticipate," "target," "forecast," and "goal." Because such "forward-looking statements" are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from PWOD and Luzerne's expectations include, but are not limited to, changes in monetary and fiscal policies of the Federal Reserve Board and the U.S. Government, particularly related to changes in interest rates, changes in general economic conditions, legislative or regulatory changes, downturn in the demand for loan, deposit and other financial services in Jersey Shore State Bank and Luzerne's respective market areas, increased competition from other banks and non-bank providers of financial services, technological changes and increased technology-related costs, changes in accounting principles, or the application of generally accepted accounting principles and other similar outside influences. For a list of other factors which could affect operating results, see PWOD's filings with the Securities and Exchange Commission, including "Item 1A. Risk Factors," set forth in PWOD's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

You should not place undue reliance on any forward-looking statements. These statements speak only as of the date of this press release, even if subsequently made available by PWOD on its website or otherwise. PWOD undertakes no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release.


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