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April 16, 2015

Penns Woods Bancorp, Inc. Announces Extension of Stock Repurchase Program

Williamsport, PA April 16, 2015

Richard A. Grafmyre, President and CEO of Penns Woods Bancorp, Inc., (NASDAQ: PWOD) has announced that the Company's Board of Directors has authorized the extension of its repurchase plan of up to 10% of the outstanding shares of the Company.  The repurchase plan is for an additional year ending April 30, 2016 and allows for the repurchase of up to 482,000 shares of which approximately 6% has been repurchased to date.

 Repurchases are authorized to be made by the Company from time to time at the prevailing market prices on the open market, in block trades or in privately negotiated transactions as, in management's opinion, market conditions warrant.  Shares repurchased will be held in Treasury.

 "The primary role of the repurchase plan is to provide a tool to assist with the management of the Company's capital position, while also providing liquidity for shareholders," commented Mr. Grafmyre.  "The combination of our dividend policy and repurchase plan provides the foundation for increasing shareholder value."

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

 Note: This press release may contain certain "forward-looking statements" including statements concerning plans, objectives, future events or performance and assumptions and other statements, which are statements other than statements of historical fact.  The Company cautions readers that the following important factors, among others, may have affected and could in the future affect actual results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company herein:  (i) the effect of changes in laws and regulations, including federal and state banking laws and regulations, and the associated costs of compliance with such laws and regulations either currently or in the future as applicable; (ii) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies as well as by the Financial Accounting Standards Board, or of changes in the Company's organization, compensation and benefit plans; (iii) the effect on the Company's competitive position within its market area of the increasing consolidation within the banking and financial services industries, including the increased competition from larger regional and out-of-state banking organizations as well as non-bank providers of various financial services; (iv) the effect of changes in interest rates; and (v) the effect of changes in the business cycle and downturns in the local, regional or national economies.

 Previous press releases and additional information can be obtained from the Company's website at www.jssb.com.

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