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

On June 26, 2012, the Board of Directors of Penns Woods Bancorp, Inc. (the "Company") appointed William J. Edwards as a Class 2 Director of the Company to serve until the 2015 annual meeting of shareholders of the Company and until his successor is duly elected and qualified. Mr. Edwards was also appointed as a director of the Company's wholly owned banking subsidiary, Jersey Shore State Bank. Mr. Edwards, age 41, is the owner and President of JEB Environmental Tech., Inc., a storage tank construction company. Mr. Edwards has not yet been appointed to any committees of the Company's board of directors. He will be compensated for his service as a director on the same basis as other non-employee directors of the Company and Jersey Shore State Bank, including retainers and board and committee fees.