Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 4, 2012, Thomas P. Tulaney, Executive Vice President and Chief Lending Officer of Penn Security Bank and Trust Company (the "Bank"), assumed the role of principal operating officer of the Bank and of Penseco Financial Services Corporation (the "Company"), the holding company of the Bank. Richard E. Grimm, who previously functioned as the principal operating officer of the Company and the Bank, retired effective at the close of business on Friday, June 1, 2012.

Mr. Tulaney, age 52, joined the Bank in April 2011 as Executive Vice President and Deputy Chief Lending Officer. On March 20, 2012, the Company announced that he was appointed Executive Vice President and Chief Lending Officer of the Bank. Before that, Mr. Tulaney was a Senior Executive Vice President and the Corporate Sales Division Manager of First National Community Bank, a position he held since 2008, when he was promoted from Executive Vice President. He was an employee of First National Community Bank from 1994 to 2011.

---