Penseco Financial Services Corp Sample Contracts

Penseco Financial Services Corp – NEWS RELEASE (November 1st, 2013)

SCRANTON, PA, November 1, 2013 – Penseco Financial Services Corporation (OTCQB: PFNS) (the “Company”), the Scranton, Pennsylvania based financial holding company of Penn Security Bank & Trust Company, reported net income for the three months ended September 30, 2013 of $2,486,000, or $0.76 per basic and diluted weighted average share, compared with $2,552,000, or $0.78 per basic and diluted weighted average share, from the year ago period, a decrease of $66,000, or 2.6%. The most recent period includes $215,000 of merger related expenses not included in the same period of 2012. Net interest income decreased $269,000, or 3.4%. Net interest income, after provision for loan and lease losses, decreased $323,000, or 4.3%, during the 2013 period, due to a decrease in interest income of $579,000, or 6.2%, and an increase in the provision for loan and lease losses of $54,000, offset by a decrease in interest expense of $310,000, or 24.6%, from lower funding costs.

Penseco Financial Services Corp – AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (September 18th, 2013)

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of September 17, 2013 (this “Amendment”), amends, supplements and modifies that certain Agreement and Plan of Merger dated as of June 28, 2013 (the “Agreement”), and is made by and between Peoples Financial Services Corp. (“Peoples”) and Penseco Financial Services Corporation (“Penseco”)(each a “Party”, all parties are collectively referred to as the “Parties”).

Penseco Financial Services Corp – NEWS RELEASE (July 29th, 2013)

SCRANTON, PA, July 29, 2013 – Penseco Financial Services Corporation (OTCQB: PFNS) (the “Company”), the Scranton, Pennsylvania based financial holding company of Penn Security Bank & Trust Company, reported net income for the three months ended June 30, 2013 of $2,844,000, an increase of $245,000, or 9.4%, to $0.87 per basic and diluted weighted average share, compared with $2,599,000, or $0.79 per basic and diluted weighted average share, from the year ago period. Net interest income decreased $297,000, or 3.7%. Net interest income, after provision for loan and lease losses, decreased $683,000, or 8.6%, during the 2013 period, due to a decrease in interest income of $743,000, or 7.8%, and an increase in the provision for loan and lease losses of $386,000, offset by a decrease in interest expense of $446,000, or 31.7%, from lower funding costs.

Penseco Financial Services Corp – AGREEMENT AND PLAN OF MERGER Between PEOPLES FINANCIAL SERVICES CORP. And PENSECO FINANCIAL SERVICES CORPORATION June 28, 2013 (June 28th, 2013)

THIS AGREEMENT AND PLAN OF MERGER, dated as of June 28, 2013, is made by and between PEOPLES FINANCIAL SERVICES CORP., (“Peoples”) a Pennsylvania corporation, having its principal place of business in Hallstead, Pennsylvania, and PENSECO FINANCIAL SERVICES CORPORATION, (“Penseco”), a Pennsylvania corporation, having its principal place of business in Scranton, Pennsylvania (the “Agreement”).

Penseco Financial Services Corp – JOINT NEWS RELEASE FOR IMMEDIATE RELEASE (June 28th, 2013)

June 28, 2013 Hallstead, PA, Scranton, PA — Alan W. Dakey, President and CEO of Peoples Financial Services Corp. (“Peoples”), the holding company of Peoples Neighborhood Bank, and Craig W. Best, President and CEO of Penseco Financial Services Corporation (“Penseco”), the holding company of Penn Security Bank & Trust Company, announced today the execution of a definitive agreement for a strategic business combination to form a partnership of their financial institutions whose combined assets are expected to exceed $1.6 billion with offices headquartered in Scranton, Pennsylvania and operations headquartered in Hallstead, Pennsylvania.

Penseco Financial Services Corp – NEWS RELEASE (April 26th, 2013)

SCRANTON, PA, April 26, 2013 – Penseco Financial Services Corporation (OTC Bulletin Board: PFNS) (the “Company”), the Scranton, Pennsylvania based financial holding company of Penn Security Bank & Trust Company, reported net income for the three months ended March 31, 2013 of $2,521,000, or $0.77 per basic and diluted weighted average share, compared with $2,730,000, or $0.83 per basic and diluted weighted average share, from the year ago period, a decrease of $209,000, or 7.7%. Pre-provision net interest income decreased $330,000, or 4.0%. Net interest income, after provision for loan and lease losses, decreased $438,000, or 5.5%, during the 2013 period, due to a $778,000, or 8.0%, decrease in interest income, and an increase in the provision for loan and lease losses of $108,000, or 56.3%, offset by a decrease in interest expense of $448,000, or 30.2%, from lower funding costs. The decrease in interest income was primarily attributable to investment and loan cash flows being reinvest

Penseco Financial Services Corp – NEWS RELEASE (February 15th, 2013)

SCRANTON, PA, February 15, 2013 – Penseco Financial Services Corporation (OTC Bulletin Board: PFNS) (the “Company”), the Scranton, Pennsylvania based financial holding company of Penn Security Bank & Trust Company, reported net income for the three months ended December 31, 2012 of $2,708,000 – an increase of $239,000, or 9.7% – or $0.82 per basic and diluted weighted average share, compared with $2,469,000, or $0.75 per basic and diluted weighted average share, from the year ago period. Net interest income, after provision for loan and lease losses, increased $400,000, or 5.4%, during the 2012 period, due to a reduction in interest expense of $523,000, or 30.1%, from lower funding costs and a $521,000, or 78.0%, decrease in the provision for loan and lease losses, offset by a decrease in interest income of $644,000, or 6.6%. The decrease in interest income was primarily attributable to investment and loan cash flows being reinvested in securities that have historically low yields, inc

Penseco Financial Services Corp – NEWS RELEASE (October 31st, 2012)

SCRANTON, PA, October 31, 2012 — Penseco Financial Services Corporation (OTC Bulletin Board: PFNS) (the “Company”), the Scranton, Pennsylvania based financial holding company of Penn Security Bank & Trust Company, reported net income for the three months ended September 30, 2012 of $2,552,000, or $0.78 per basic and diluted weighted average share, compared with $2,774,000, or $0.85 per basic and diluted weighted average share, from the year ago period, a decrease of $222,000, or 8.0%. Pre-provision net interest income decreased $96,000, or 1.2%. Net interest income, after provision for loan and lease losses, decreased $122,000, or 1.6%, during the 2012 period, due to a decrease in interest income of $619,000, or 6.3%, and an increased provision for loan and lease losses of $26,000, or 5.8%, offset by reduced interest expense of $523,000, or 29.3%, from lower funding costs. The decrease in interest income was primarily attributable to investment and loan cash flows being reinvested at h

Penseco Financial Services Corp – EMPLOYMENT AGREEMENT (August 9th, 2012)

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of May 30, 2012, is made and entered into by and among Penn Security Bank and Trust Company, a Pennsylvania state chartered bank and trust company (the “Bank”), Penseco Financial Services Corporation, a Pennsylvania corporation (the “Parent”), and Thomas P. Tulaney (the “Executive”).

Penseco Financial Services Corp – Penn Security Bank and Trust Company Supplemental Executive Retirement Plan Agreement (August 9th, 2012)

This Supplemental Executive Retirement Plan Agreement (this “Agreement”) is adopted this 31 day of May, 2012, by and among Penn Security Bank and Trust Company, a Pennsylvania state chartered bank and trust company (the “Bank”), Penseco Financial Services Corporation, a Pennsylvania corporation (the “Parent”), and Thomas P. Tulaney (the “Executive”).

Penseco Financial Services Corp – Articles of Amendment-Domestic Corporation (15 Pa.C.S.) x Business Corporation (§ 1915) ¨ Nonprofit Corporation (§ 5915) (May 7th, 2012)

In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that:

Penseco Financial Services Corp – AMENDMENT TO AMENDED AND RESTATE BYLAWS OF PENSECO FINANCIAL SERVICES CORPORATION Effective May 7, 2012 (May 7th, 2012)
Penseco Financial Services Corp – NEWS RELEASE (April 27th, 2012)

SCRANTON, PA, April 27, 2012 — Penseco Financial Services Corporation (OTC Bulletin Board: PFNS) (the “Company”), the Scranton, Pennsylvania based financial holding company of Penn Security Bank & Trust Company, reported net income for the three months ended March 31, 2012 of $2,772,000, or $0.85 per weighted average share, compared with $2,769,000, or $0.85 per weighted average share, from the year ago period, an increase of $3,000, or 0.1%. Pre-provision net interest income increased $35,000, or 0.4%. Net interest income, after provision for loan and lease losses, increased $212,000, or 2.7%, during the 2012 period, due to a reduction in interest expense of $416,000, or 21.9%, from lower funding costs and a $177,000, or 48.0%, decrease in the provision for loan and lease losses, offset by a decrease in interest income of $381,000, or 3.8%.

Penseco Financial Services Corp – NEWS RELEASE (March 1st, 2012)

SCRANTON, PA, March 1, 2012 — Penseco Financial Services Corporation (OTC Bulletin Board: PFNS) (the “Company”), the Scranton, Pennsylvania based financial holding company of Penn Security Bank & Trust Company, reported net income for the three months ended December 31, 2011 of $2,512,000, or $0.77 per weighted average share, compared with $2,681,000, or $0.82 per weighted average share, from the year ago period, a decrease of $169,000, or 6.3%. Net interest income decreased $268,000, or 3.2%. Net interest income, after provision for loan and lease losses, for the three months ended December 31, 2011 decreased $660,000, or 8.2%,compared to the corresponding period in 2010 due to a decrease in interest income of $571,000, or 5.5%, a reduction in interest expense of $303,000, or 14.9%,primarily from lower funding costs; and an increase in the provision for loan and lease losses of $392,000.

Penseco Financial Services Corp – Articles of Amendment-Domestic Corporation (15 Pa.C.S.) x Business Corporation (§ 1915) ¨ Nonprofit Corporation (§ 5915) (February 27th, 2012)

In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that:

Penseco Financial Services Corp – AMENDED AND RESTATED BY-LAWS OF PENSECO FINANCIAL SERVICES CORPORATION As amended through February 21, 2012 (February 27th, 2012)

The principal office for the transaction of business of Penseco Financial Services Corporation (the “Corporation”) shall be in the City of Scranton, Pennsylvania (until otherwise determined in the manner prescribed by law, the principal office shall be located at 150 North Washington Avenue, and the business of the Corporation may be carried on at such other locations as the board of directors of the Corporation (“the Board”) may from time to time determine or as the business of the Corporation requires).

Penseco Financial Services Corp – SEPARATION AGREEMENT (December 23rd, 2011)

This SEPARATION AGREEMENT (“Agreement”) is by and between Stanley Cohen (“Employee”) and Penn Security Bank & Trust Company (hereinafter referred to as “Employer”).

Penseco Financial Services Corp – NEWS RELEASE (November 2nd, 2011)

SCRANTON, PA, November 2, 2011 — Penseco Financial Services Corporation (OTC Bulletin Board: PFNS) (the “Company”), the Scranton, Pennsylvania based financial holding company of Penn Security Bank & Trust Company, reported net income for the three months ended September 30, 2011 of $2,818,000 or $0.86 per weighted average share compared with $3,044,000 or $0.93 per weighted average share from the year ago period, a decrease of $226,000 or 7.4%. Pre-provision net interest income decreased $198,000 or 2.4%. Net interest income, after provision for loan and lease losses, increased $215,000 or 2.9% during the 2011 period, due to a reduction in interest expense of $330,000 or 15.6% from lower funding costs and a $413,000 decrease in the provision for loan and lease losses, offset by a decrease in interest income of $528,000 or 5.1%. The decrease in interest income was primarily attributable to investment and loan cash flows being reinvested at historically low yields, including excess reser

Penseco Financial Services Corp – NEWS RELEASE (August 1st, 2011)

SCRANTON, PA, August 1, 2011 — Penseco Financial Services Corporation (OTC Bulletin Board: PFNS) (the “Company”), the Scranton, Pennsylvania based financial holding company of Penn Security Bank & Trust Company, reported net income for the three months ended June 30, 2011 of $2,606,000 or $0.80 per weighted average share compared with $3,016,000 or $0.92 per weighted average share from the year ago period, a decrease of $410,000 or 13.6%. Pre-provision net interest income decreased $296,000 or 3.6%. Net interest income, after provision for loan and lease losses, decreased $658,000 or 8.5% during the 2011 period, due to a decrease in total interest income of $471,000 or 4.5% coupled with a $362,000 increase in the provision for loan and lease losses, partially offset by reduced interest expense of $175,000 or 8.3% from lower funding costs. The decrease in total interest income was primarily attributable to investment and loan cash flows being reinvested at historically low yields. Non-i

Penseco Financial Services Corp – NEWS RELEASE (April 29th, 2011)

SCRANTON, PA, April 29, 2011 — Penseco Financial Services Corporation (OTC Bulletin Board: PFNS) (the “Company”), the Scranton, Pennsylvania based financial holding company of Penn Security Bank & Trust Company, reported net income for the three months ended March 31, 2011 of $2,769,000 or $0.85 per weighted average share compared with $2,981,000 or $0.91 per weighted average share from the year ago period, a decrease of $212,000 or 7.1%. Pre-provision net interest income decreased $308,000 or 3.6%. Net interest income, after provision for loan losses, decreased $349,000 or 4.3% during the 2011 period, partly due to a $41,000 increase in the provision for loan losses and a decrease in total interest income of $517,000 or 4.9%, partially offset by reduced interest expense of $209,000 or 9.9% from lower funding costs. The decrease in total interest income was primarily attributable to decreases in interest and fees on loans and interest and dividends on investments, due to weak loan dema

Penseco Financial Services Corp – PENN SECURITY BANK & TRUST COMPANY EXECUTIVE DEFERRED COMPENSATION PLAN (March 14th, 2011)

Penn Security Bank & Trust Company (the “Company”), hereby adopts the Penn Security Bank & Trust Company Executive Deferred Compensation Plan (the “Plan”), for the benefit of a select group of executives of the Company. The Plan is an unfunded arrangement for the benefit of eligible executives. The Plan is effective as of January 1, 2009.

Penseco Financial Services Corp – PENN SECURITY BANK & TRUST CO. EMPLOYEE STOCK OWNERSHIP PLAN Originally Effective January 1, 1984 As Amended And Restated Effective January 1, 2010 (March 14th, 2011)

This amended and restated plan, executed on the date indicated at the end hereof, is made effective as of January 1, 2010, except as provided otherwise in Section 1.3(c), by Penn Security Bank and Trust Company, a corporation, with its principal office located in Scranton, Pennsylvania.

Penseco Financial Services Corp – Penn Security Bank & Trust Company Excess Benefit Plan Originally Effective as of January 3, 2006 As Amended and Restated December 31, 2008, Effective as of January 3, 2006 RECITALS (March 14th, 2011)

This Penn Security Bank & Trust Company Supplemental Benefit Plan for Craig W. Best hereinafter referred to as (the “Plan”) was originally adopted by Penn Security Bank & Trust Company (hereinafter referred to as the “Employer”) effective as of January 3,2006, for Craig W. Best (hereinafter referred to as the “Participant”). The purpose of the Plan is to grant additional benefits in excess of those accrued in the pension plan due to the limit on compensation contained in Section 401(a) (17) of the Code. The Plan is intended to be an unfunded excess benefit plan under Section 201(2) of the Employee Retirement income Security Act of 1974 (“ERISA”).

Penseco Financial Services Corp – NEWS RELEASE (March 1st, 2011)

SCRANTON, PA, March 1, 2011 — Penseco Financial Services Corporation (OTC Bulletin Board: PFNS) (the “Company”), the Scranton, Pennsylvania based financial holding company of Penn Security Bank & Trust Company, reported an increase in net income of $714,000 or 36.3% for the three months ended December 31, 2010 to $2,681,000 or $0.82 per weighted average share compared with $1,967,000 or $0.60 per weighted average share from the year ago period primarily from higher non interest income due to an other-than-temporary impairment charge of $787,000 in the year ago period coupled with a lower provision for loan losses, offset by higher non interest expense and increased applicable income taxes.

Penseco Financial Services Corp – EMPLOYMENT AGREEMENT (January 7th, 2011)

THIS EMPLOYMENT AGREEMENT (the “Agreement”), amends, restates and extends the Employment Agreement that was originally effective as of the January 2, 2006 (the “Prior Agreement”), effective as of January 3, 2011 (the “Effective Date”), by and between Penn Security Bank & Trust, a Pennsylvania state chartered community bank and trust company (the “Bank”), and Penseco Financial Services Corporation, a Pennsylvania corporation (the “Parent”) (together the “Company”), and Craig W. Best (the “Executive”), and reads as follows:

Penseco Financial Services Corp – NEWS RELEASE (November 5th, 2010)

SCRANTON, PA, November 5, 2010 -- Penseco Financial Services Corporation (OTC Bulletin Board: PFNS) (the “Company”), the Scranton, Pennsylvania based financial holding company of Penn Security Bank & Trust Company, reported net income for the three months ended September 30, 2010 of $3,044,000 or $0.93 per share, which remained relatively unchanged from the year ago period at $3,095,000 or $0.94 per share.

Penseco Financial Services Corp – NEWS RELEASE (July 30th, 2010)

SCRANTON, PA, July 30, 2010 -- Penseco Financial Services Corporation (OTC Bulletin Board: PFNS) (the “Company”), the Scranton, Pennsylvania based financial holding company of Penn Security Bank & Trust Company, reported an increase in net income of $147,000 for the three months ended June 30, 2010 to $3,016,000 or $0.92 per share compared with $2,869,000 or $0.88 per share from the year ago period.

Penseco Financial Services Corp – FORM OF PERFORMANCE AWARD AGREEMENT FOR THE PENSECO FINANCIAL SERVICES CORPORATION 2008 LONG-TERM INCENTIVE PLAN (May 17th, 2010)

This Performance Award Agreement is provided to [____________] (the “Participant”) by Penseco Financial Services Corporation (the “Company”) as of [____________] (the “Date of Grant”), the date the Committee awarded the Participant a performance award pursuant to the Penseco Financial Services Corporation 2008 Long-Term Incentive Plan (the “2008 Plan”), subject to the terms and conditions of the 2008 Plan and this Award Agreement:

Penseco Financial Services Corp – FORM OF STOCK OPTION [AND/OR STOCK APPRECIATION RIGHT] AWARD AGREEMENT FOR PENSECO FINANCIAL SERVICES CORPORATION 2008 LONG-TERM INCENTIVE PLAN (May 17th, 2010)

This Award Agreement is provided to [insert name] (the “Participant”) by Penseco Financial Services Corporation (the “Company”) as of [insert date] (the “Date of Grant”), the date the Committee granted the Participant the Stock Option [and/or Stock Appreciation Right] under the Penseco Financial Services Corporation 2008 Long-Term Incentive Plan (the “2008 Plan”), subject to the terms and conditions of the 2008 Plan and this Award Agreement:

Penseco Financial Services Corp – NEWS RELEASE (April 28th, 2010)

SCRANTON, PA, April 28, 2010 -- Penseco Financial Services Corporation (OTC Bulletin Board: PFNS) (the “Company”), the Scranton, Pennsylvania based financial holding company of Penn Security Bank & Trust Company, reported an increase in net income of $2,540,000 for the three months ended March 31, 2010 to $2,981,000 or $.91 per share compared with $441,000 or $.21 per share from the year ago period. The increase in net income was primarily attributed to the Company’s acquisition of Old Forge Bank, which was completed on April 1, 2009 (the “Merger”).

Penseco Financial Services Corp – NEWS RELEASE (March 12th, 2010)
Penseco Financial Services Corp – Contract (November 4th, 2009)

September September 30, 30, ------------------------ Inc/(Dec) % (in thousands, except per share amounts) 2009 2008 $ Change --------------------------------------------------------------------------------------------------------------------- Three Months Ended ------------------ PERFORMANCE RATIOS Return on Average Assets 1.44% 1.41% 2.13% Return on Average Equity 10.82% 12.24% -11.60% Nine Months Ended ----------------- PERFORMANCE RATIOS Return on Average Assets 1.09% 1.55% -29.68% Return on Average Equity 8.43% 13.14% -35.84% STOCKHOLDERS' VALUE Net Income $ 6,405 $ 7,127 $ (722) -10.13% Earnings per share 2.21 3.32 (1.11) -33.43% Dividends Per Share 1.26 1.24 0.02 1.61% Book Value Per Share 35.78 33.48 2.30 6.87% Tangible Book Value Per Share 27.11 33.46 (6.35) -18.98% Market Value Per Share 31.80 39.50 (7.70) -19.49% Market Value/Book Value 88.88% 117.98% -24.67% Price Earnings Multiple 10.78x 8.92x 20.85% Dividend Payout Ratio 57.01% 37.35% 52.64% Dividend Yield 5.28% 4.20% 25.7

Penseco Financial Services Corp – NEWS RELEASE (August 10th, 2009)

1 EXHIBIT 99.1 NEWS RELEASE CONTACT: Patrick Scanlon, Senior Vice President, Controller Penseco Financial Services Corporation (570) 346-7741 FOR RELEASE: 4:00 P.M. Eastern Time: August 10, 2009 PENSECO FINANCIAL SERVICES CORPORATION REPORTS EARNINGS AS OF JUNE 30, 2009 SCRANTON, PA, August 10, 2009 -- Penseco Financial Services Corporation (OTC Bulletin Board: PFNS), the Scranton, Pennsylvania based financial holding company of Penn Security Bank & Trust Company, reported an increase in net income of $941,000 or 48.8% for the three months ended June 30, 2009 to $2,869,000 or $.88 per share compared with $1,928,000 or $.89 per share from the year ago period. The increase in net income was primarily attributed to the Merger with Old Forge Bank, which was completed on April 1, 2009. Net interest income increased $2,373,000 or

Penseco Financial Services Corp – March 31, 2009 December 31, 2008 --------------- ----------------- ASSETS ------ Cash and Equivalents $ 4,944 $ 4,275 Securities 32,941 40,033 Gross Loans 166,348 169,789 Loan Loss Reserves (725) (1,429) Goodwill -- -- Other Intangibles 138 150 Buildings and FFE 1,708 1,701 Other Assets 9,328 8,743 --------------- ----------------- Total Assets $ 214,682 $ 223,262 --------------- ----------------- LIABILITIES ----------- Deposits $ 176,089 $ 180,458 Borrowings 5,000 7,500 Other Liabilities 1,015 1,825 --------------- ----------------- Total Liabilities 182,104 189,783 --------------- --------- (June 12th, 2009)
Penseco Financial Services Corp – ASSETS 2008 2007 ------ ------------ ------------ Cash and due from banks $ 4,275,208 $ 5,529,693 Federal funds sold - 1,750,000 ------------ ------------ Cash and cash equivalents 4,275,208 7,279,693 ------------ ------------ Investment securities, available-for-sale 40,032,674 42,650,195 ------------ ------------ Loans, net of unearned income 169,789,352 157,458,925 Allowance for loan losses (1,428,600) (1,868,708) ------------ ------------ Net loans 168,360,752 155,590,217 ------------ ------------ Accrued interest receivable 1,104,030 1,125,124 Bank premises and equipment, net 1,700,597 1, (June 12th, 2009)