Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)

FNCB Bancorp, Inc.

(Name of Issuer)

Common Stock, $1.25 Par Value

(Title of Class of Securities)

302578 109

(CUSIP Number)

FNCB Bancorp, Inc.
102 E. Drinker Street
Dunmore, Pennsylvania 18512
Attention: James M. Bone, Jr., CPA, Chief Financial Officer

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

with copies to

Cozen O’Connor

One Oxford Centre, 301 Grant Street, 41^st Floor

Pittsburgh, Pennsylvania 15219

Attention: Jeremiah G. Garvey, Seth H. Popick, Esq.

Phone: (609) 452-0808

September 27, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAME OF REPORTING PERSON Louis A. DeNaples
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,096,600.427 (see Item 5)
	8	SHARED VOTING POWER 26,870.333 (see Item 5)
	9	SOLE DISPOSITIVE POWER 2,096,600.427 (see Item 5)
	10	SHARED DISPOSITIVE POWER 26,870.333 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,123,470.76 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.74%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

1	NAME OF REPORTING PERSON Dominick L. DeNaples
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 8,921.308 (see Item 5)
	8	SHARED VOTING POWER 89,406.684 (see Item 5)
	9	SOLE DISPOSITIVE POWER 8,921.308 (see Item 5)
	10	SHARED DISPOSITIVE POWER 89,406.684 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 98,327.992 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.50%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends and supplements the prior statement on Schedule 13D (as amended, the “Statement”) as filed by Louis A. DeNaples and Dominick L. DeNaples (the “Reporting Persons”) related to the common stock, par value $1.25 per share (the “Common Stock”), of FNCB Bancorp, Inc. (previously known as First National Community Bancorp, Inc.) (the “Issuer”). This Statement has been previously amended by Amendment No. 1 to Schedule 13D filed on August 22, 2007 and Amendment No. 2 to Schedule 13D filed on October 3, 2012. In the event that any disclosure contained in this Amendment No. 3 is inconsistent with the disclosures contained in the Statement, the disclosures contained herein shall supersede such inconsistent disclosures from the date of this Amendment No. 3.

Item 1. Security and the Issuer

There are no amendments to Item 1 of the Statement pursuant to this Amendment No. 3.

Item 2. Identity and Background

There are no amendments to Item 2 of the Statement pursuant to this Amendment No. 3.

Item 3. Source and Amount of Funds or Other Consideration.

The Statement is amended to provide that since the date of Amendment No. 2, additional shares of Common Stock acquired by the Reporting Persons were acquired pursuant to awards of Common Stock under the Issuer’s 2013 Long-Term Incentive Compensation Plan or the Issuer’s 2023 Equity Incentive Plan or pursuant to the Issuer’s Dividend Reinvestment and Stock Purchase Plan (as amended, the “DRIP”). In addition, from time to time, the Reporting Persons have purchased additional shares of Common Stock in open market purchases or through negotiated purchases of such shares. Each such transaction was made without additional funds or other consideration, except to the extent that such Reporting Person contributed dividend payments from the Issuer pursuant to an election under the DRIP or purchased shares through open market purchases or negotiated transactions.

Item 4. Purpose of Transaction.

The Reporting Persons acquired shares of Common Stock and all other shares of Common Stock that the Reporting Persons own as of the date hereof, for investment. Each of the Reporting Persons has served as a director of the Issuer for more than the last five years, except that Dominick L. DeNaples served as Director Emeritus from May 2019 until February 2023. The Issuer's board of directors has approved and the Issuer has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Peoples Financial Services, Inc., a Pennsylvania corporation (“PFIS”). Pursuant to the Merger Agreement and upon the terms and conditions set forth therein, at the effective time of the Merger (as defined below), the Issuer will be merged with and into PFIS with PFIS surviving the merger (the “Merger”). Concurrently with the execution of the Merger Agreement, each director of the Issuer, including Louis A. DeNaples, Dominick L. DeNaples and certain entities affiliated with each of them entered into a Voting and Support Agreement with PFIS, dated as of September 27, 2023 (the “Support Agreement”).

Pursuant to the Support Agreement, each Reporting Person has agreed, among other things, to vote shares of the Issuer’s Common Stock owned by such Reporting Person, and over which such Reporting Person has the right to dispose of and has voting power, in favor of the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement, and against any competing acquisition proposal, any action, agreement, transaction or proposal which could reasonably be expected to result in a breach of any representation, warranty, covenant, agreement or other obligation of the Issuer in the Merger Agreement in any material respect, or other action that is intended or would reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage any of the transactions contemplated by the Merger Agreement. The Support Agreements will terminate in certain circumstances, including upon consummation of the Merger or the termination of the Merger Agreement in accordance with its terms.

Other than as set herein and as may be set forth in or contemplated by the Merger Agreement and the Support Agreement, the Reporting Person does not have any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Securities Exchange Act, as amended (the “Exchange Act”); or (j) any action similar to any of those enumerated in (a) through (i) above.

Each of the Reporting Persons may from time to time review or reconsider his intention in holding and/or acquiring shares of Common Stock, to the extent such reconsideration and review is not limited by the Merger Agreement and Support Agreement, and at such time may formulate a plan or proposal that relates to or would result in one or more of the matters referred to above in (b) through (j).

Item 5. Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended by deleting paragraphs (a), (b), (c) and (e) thereof and inserting the following:

(a) As of the date of this Schedule 13D, each of the Reporting Persons beneficially owns shares of Common Stock in such numbers as set forth on the cover pages of this Schedule 13D. The total number of shares each of the Reporting Persons beneficially owns represents such percentages as set forth on the cover pages to this Schedule 13D of the Common Stock outstanding. The percentages used in this Schedule 13D are calculated based upon the 19,777,614 shares of Common Stock outstanding as of August 4, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter year ended June 30, 2023 and filed on August 4, 2023.

(b) As of the date of this Amendment No. 3, none of the persons named in Item 2 of this Statement beneficially owned any shares of the Issuer with the exception of:

SOLE VOTING POWER:

2,105,521.735

SHARED VOTING POWER:

116,277.017

SOLE DISPOSITIVE POWER:

2,105,521.735

SHARED DISPOSITIVE POWER:

116,277.017

The following information is with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition with Louis A. DeNaples is shared:

Betty Ann DeNaples

RR #4, Box 4375, Elmhurst Boulevard, Moscow, PA 18444-9278

Housewife

During the last five years, such person has not been convicted in a criminal proceeding.

During the last five years, such person has not been a party to a civil proceeding of a judicial or administrative body and was or is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

United States of America.

DeNaples Equipment Co.

400 Mill Street, Dunmore, PA 18512

N/A

During the last five years, such person has not been convicted in a criminal proceeding.

United States of America

The following information is with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition with Dominick L. DeNaples is shared:

Mary Ann DeNaples

1000 October Drive, Dunmore, PA 18505

Housewife

During the last five years, such person has not been convicted in a criminal proceeding.

United States of America.

DeNaples Equipment Co.

400 Mill Street, Dunmore, PA 18512

N/A

During the last five years, such person has not been convicted in a criminal proceeding.

United States of America

(c) Schedule I hereto sets forth all transactions with respect to the Common Stock effected by the Reporting Persons during the past sixty (60) days.

(d) Except as set forth in this Item 5, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale, of such shares of Common Stock.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in response to Item 4 is incorporated by reference herein.

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13D as Exhibit 99.1, with respect to the joint filing of this Schedule 13D and any amendment or amendments thereto.

Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to the securities of the Issuer.

Item 7. Material to be filed as Exhibits.

1.	Exhibit 99.1 - Joint Filing Agreement, dated as of October 20, 2023

2.	Exhibit 99.2 - Form of Voting and Support Agreement, dated September 27, 2023, by and between Peoples Financial Services Corp. and each of the directors of FNCB Bancorp, Inc.


Dated: October 20, 2023	By:	/s/ Louis A. DeNaples
		Name: Louis A. DeNaples



Dated: October 20, 2023	By:	/s/ Dominick L. DeNaples
		Name: Dominick L. DeNaples

Schedule I

Transaction Type	Fund	Trade Date	Shares Purchased / Sold	Price (Gross)	Trade Amount
Buy(1)	Louis A. DeNaples	09/15/2023	28,882.768	$ 6.5192	$ 186,667.1416
Award(2)	Louis A. DeNaples	07/03/2023	2,454	$ 6.1129	$ 15,001.0566
Buy(1)	Dominick L. DeNaples	09/15/2023	1,305.752	$ 6.5192	$ 8512.4584
Award(2)	Dominick L. DeNaples	07/03/2023	2,454	$ 6.1129	$ 15,001.0566

(1)

Reflects shares acquired jointly with his spouse under the DRIP.

(2)

Reflects grant of a stock award under the Issuer’s 2023 Equity Incentive Plan.

EXHIBIT 99.1

JOINT FILING AGREEMENT

This Joint Filing Agreement (this “Agreement”) is being entered into as October 20, 2023, between Louis A DeNaples and Dominick L. DeNaples.

The parties to this Agreement (the “Parties”) hereby agree that, in connection with the joint filing of Amendment No. 3 to the Schedule 13D (the “Schedule 13D/A”) of Louis A. DeNaples and Dominick L. DeNaples, the Schedule 13D/A regarding the Common Stock, $1.25 par value per share, of FNCB Bancorp, Inc. is filed on behalf of each of the Parties and that any subsequent amendments to this statement on Schedule 13D/A may be filed on behalf of each of the undersigned without the necessity of entering into and filing any additional joint filing agreements. The Parties acknowledge that each shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

The parties hereto have executed this Agreement as of the date first set forth above.


Dated: October 20, 2023	By:	/s/ Louis A. DeNaples
		Name: Louis A. DeNaples



Dated: October 20, 2023	By:	/s/ Dominick L. DeNaples
		Name: Dominick L. DeNaples

EXHIBIT 99.2

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT, dated as of September 27, 2023 (this “Agreement”), is by and between Peoples Financial Services Corp., a Pennsylvania corporation (“PFIS”), and the undersigned shareholder (the “Shareholder”) of FNCB Bancorp, Inc., a Pennsylvania corporation (“FNCB”). Capitalized terms used herein and not defined herein shall have the meanings specified in the Merger Agreement (as defined below).

WHEREAS, concurrently with the execution and delivery of this Agreement, FNCB and PFIS are entering into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, among other things, on the terms and subject to the conditions set forth therein, (a) FNCB will merge with and into PFIS (the “Merger”), with PFIS being the surviving corporation, and (b) at the Effective Time, the shares of common stock, $1.25 par value per share, of FNCB (“FNCB Common Stock”) issued and outstanding immediately prior to the Effective Time (other than as provided in the Merger Agreement) will, without any further action on the part of the holder thereof, be automatically converted into the right to receive the Merger Consideration as set forth in the Merger Agreement;

WHEREAS, as of the date hereof and except as otherwise specifically set forth herein, the Shareholder is the record or beneficial owner of, has the sole right to dispose of and has the sole right to vote, the number of shares of FNCB Common Stock set forth below the Shareholder's signature on the signature page hereto (such shares of FNCB Common Stock, together with any other shares of capital stock of FNCB acquired by the Shareholder after the execution of this Agreement, whether acquired directly or indirectly, upon the exercise of options, conversion of convertible securities, warrants or otherwise, and any other securities issued by FNCB that are entitled to vote on the approval of the Merger Agreement held or acquired by the Shareholder (whether acquired heretofore or hereafter), being collectively referred to herein as the “Shares”; provided that, in respect of any such shares of capital stock of FNCB acquired by the Shareholder after the execution of this Agreement, “Shares” shall not include any such shares of capital stock of FNCB beneficially owned by the Shareholder as a trustee or fiduciary) (for the purposes of this Agreement “beneficially own” or “beneficial ownership” has the meaning assigned to such term in Rule 13d-3 under the Exchange Act, and a person’s (as defined in the Merger Agreement) beneficial ownership of securities shall be calculated in accordance with the provisions of such rule (in each case, irrespective of whether or not such rule is actually applicable in such circumstance and “beneficial owner” shall mean the a person’s (as defined in the Merger Agreement) who beneficially owns the referenced securities). For the avoidance of doubt, “beneficially own” and “beneficial ownership” shall also include record ownership of securities);

WHEREAS, receiving the Requisite FNCB Vote is a condition to the consummation of the transactions contemplated by the Merger Agreement; and

WHEREAS, as a condition and an inducement for PFIS to enter into the Merger Agreement and incur the obligations set forth therein, PFIS has required that (i) the Shareholder enter into this Agreement and (ii) certain other directors and officers of PFIS enter into separate, substantially identical voting and support agreements with PFIS.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Section 1. Agreement to Vote; Restrictions on Voting and Transfers.

(a) Agreement to Vote the Shares. Until the Termination Time (as defined below), at any meeting (whether annual or special and each adjourned or postponed meeting) of FNCB’s shareholders, however called, and on every action or approval by written consent of the shareholders of FNCB with respect to any of the following matters, the Shareholder will:

(i) appear at such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating and establishing a quorum; and

(ii) vote or cause to be voted all of such Shares, (A) in favor of (I) the approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (II) the adjournment or postponement of FNCB Meeting, if (x) as of the time for which FNCB Meeting is originally scheduled, there are insufficient shares of FNCB Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of FNCB Meeting or (y) on the date of FNCB Meeting, FNCB has not received proxies representing a sufficient number of shares necessary to obtain the Requisite FNCB Vote, (B) against any Acquisition Proposal, without regard to (x) any recommendation to the shareholders of FNCB by the Board of Directors of FNCB concerning such Acquisition Proposal and (y) the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (C) against any agreement, amendment of any agreement or amendment of any organizational document (including FNCB Articles and FNCB Bylaws), or any other action that is intended or would reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage any of the transactions contemplated by the Merger Agreement and (D) against any action, agreement, transaction or proposal that would reasonably be expected to result in a breach of any representation, warranty, covenant, agreement or other obligation of FNCB in the Merger Agreement in any material respect or in any representation or warranty of FNCB in the Merger Agreement becoming untrue or incorrect in any material respect.

(b) Restrictions on Transfers. Until the earlier of the receipt of the Requisite FNCB Vote or the Termination Time (as defined below), the Shareholder shall not, directly or indirectly, sell, offer to sell, give, pledge, grant a security interest in, encumber, assign, grant any option for the sale of or otherwise transfer or dispose, enter into any swap or other arrangement that hedges or transfers to another, in whole or in part, any of the economic consequences of ownership of, or enter into any agreement, arrangement, contract or understanding to take any of the foregoing actions with respect to (each, a “Transfer”), any Shares, other than a Transfer of Shares (x) by will or operation of law as a result of the death of the Shareholder, in which case, this Agreement shall bind the transferee, (y) for bona fide estate planning purposes to the Shareholder's (i) affiliates (as defined in the Merger Agreement) or (ii) immediate family members (each, a “Permitted Transferee”), or (z) by or at the direction of the holder of a Lien (as defined below) as required by the terms of such Lien; provided that, in the case of the foregoing subclauses (x) and (y) only, as a condition to such Transfer, such Permitted Transferee shall be required to duly execute and deliver to PFIS a joinder to this Agreement (in form and substance reasonably satisfactory to PFIS); provided, further, that, in the case of the foregoing subclause (y) only, the Shareholder shall remain jointly and severally liable for any breaches or violations by any such Permitted Transferee of the terms hereof. Any Transfer of Shares in violation of this Section 1(b) shall be null and void. The Shareholder further agrees to authorize and request FNCB to notify FNCB’s transfer agent that there is a stop transfer order with respect to all of the Shares owned by the Shareholder and that this Agreement places limits on the Transfer of the Shareholder's Shares.

(c) Transfer of Voting Rights. Until the earlier of the receipt of the Requisite FNCB Vote or the Termination Time (as defined below), the Shareholder shall not deposit any of the Shares in any voting trust, grant any proxy or power of attorney or enter into any voting agreement or similar agreement, arrangement, contract or understanding in contravention of the obligations of the Shareholder hereunder with respect to any Shares.

(d) Acquired Shares. Any Shares or other voting securities of FNCB with respect to which beneficial ownership is acquired by the Shareholder or any of the Shareholder's controlled affiliates, including by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of FNCB, if any, after the execution hereof (in each case, a “Share Acquisition”) shall automatically become subject to the terms of this Agreement and shall become “Shares” for all purposes hereof. If any controlled affiliate of the Shareholder acquires Shares by way of a Share Acquisition, the Shareholder will cause such controlled affiliate to comply with the terms of this Agreement applicable to the Shareholder.

(e) No Inconsistent Agreements. Until the Termination Time (as defined below), the Shareholder shall not enter into any agreement, arrangement, contract or understanding with any person (as defined in the Merger Agreement), directly or indirectly, to vote, grant a proxy or power of attorney or give instructions with respect to the voting of the Shares in any manner that is inconsistent with the terms of this Agreement.

Section 2. Representations, Warranties and Covenants of the Shareholder.

(a) Representations and Warranties. The Shareholder represents and warrants to PFIS as follows:

(i) Power and Authority; Consents. The Shareholder has full capacity to execute and deliver this Agreement and fully understands the terms herein. No filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of the Shareholder for the execution, delivery and performance of this Agreement by the Shareholder or the consummation by the Shareholder of the transactions contemplated hereby.

(ii) Due Authorization. This Agreement has been duly executed and delivered by the Shareholder and the execution, delivery and performance of this Agreement by the Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Shareholder.

(iii) Binding Agreement. Assuming the due authorization, execution and delivery of this Agreement by PFIS, this Agreement constitutes the valid and binding agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

(iv) Non-Contravention. The execution and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of the Shareholder's agreements, covenants and obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby will not, violate or conflict with, or constitute a default under, any agreement, arrangement, contract, instrument, understanding or other obligation or any order, arbitration award, judgment or decree to which the Shareholder is a party or by which the Shareholder or the Shareholder's properties or assets are bound, or any Law to which the Shareholder or the Shareholder's property or assets are subject. Except for this Agreement or any pledges, liens or other security interests disclosed to PFIS in writing prior to the date hereof (such disclosed pledges, liens or other security interests, each, a “Lien”), the Shareholder is not, and no controlled affiliate of the Shareholder is, a party to any voting agreement or trust or any other agreement, arrangement, contract, instrument or understanding with respect to the voting, transfer or ownership of any Shares. The Shareholder has not appointed or granted a proxy or power of attorney to any person with respect to any Shares.

(v) Ownership of Shares. Except for (x) restrictions in favor of PFIS pursuant to this Agreement, (y) Liens, and (z) transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the “blue sky” laws of the various States of the United States, the Shareholder (A) owns, beneficially or of record, all of the Shares free and clear of any proxy, voting restriction, adverse claim, security interest or other encumbrance or lien, and (B) has sole voting power and sole power of disposition with respect to the Shares with no restrictions, limitations or impairments on the Shareholder’s rights, powers and privileges of voting or disposition pertaining thereto, and no person other than the Shareholder has any right to direct or approve the voting or disposition of any of the Shares. As of the date hereof, the true, complete and correct number of Shares owned by the Shareholder is set forth below the Shareholder’s signature on the signature page hereto (it being understood and agreed that such number does not include any securities beneficially owned by the Shareholder as a trustee or fiduciary). The Shareholder or, with respect to any Shares subject to a Lien, the lender or collateral agent, has possession of an outstanding certificate or outstanding certificates representing all of the Shares (other than Shares held in book-entry form or in street name) and such certificate or certificates does or do not contain any legend or restriction inconsistent with the terms of this Agreement, the Merger Agreement or the transactions contemplated hereby and thereby.

(vi) Legal Actions. There is no claim, action, suit, dispute, investigation, examination, complaint or other proceeding pending against the Shareholder or, to the knowledge of the Shareholder, any other person or, to the knowledge of the Shareholder, threatened against the Shareholder or any other person that restricts, limits, impairs or prohibits (or, if successful, would restrict, limit, impair or prohibit) the exercise by PFIS of its rights, powers and privileges hereunder or the performance by any party of its covenants, agreements and obligations hereunder.

(vii) Reliance. The Shareholder understands that PFIS is entering into the Merger Agreement in reliance upon the Shareholder's execution, delivery and performance of this Agreement, including the representations and warranties of the Shareholder set forth herein.

(b) Support Covenants.

(i) From the date hereof until the Termination Time (as defined below), the Shareholder shall not take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or have the effect of preventing, impeding, or, in any material respect, delaying, interfering with or adversely affecting the performance by the Shareholder of his or her obligations under this Agreement.

(ii) Until the earlier of the receipt of the Requisite FNCB Vote or the Termination Time (as defined below), the Shareholder shall promptly notify PFIS of the number of Shares, if any, acquired in any Share Acquisition by the Shareholder.

(iii) The Shareholder authorizes PFIS and FNCB to publish and disclose in any (A) announcement, filing, press release or other disclosure required by applicable Law and (B) periodic report, proxy statement or prospectus filed in connection with the transactions contemplated by the Merger Agreement, the Shareholder's identity, ownership of the Shares and obligations and agreements herein.

(iv) The Shareholder shall comply with Section 6.14(a) of the Merger Agreement. Section 6.14(a) of the Merger Agreement is incorporated by reference herein mutatis mutandis.

(v) If the Shareholder has any Shares that are subject to a Lien, the Shareholder shall not take action (or fail to take any action) in respect of the Lien and the Shares subject thereto (including a breach or default thereunder) the intention or primary purpose of which would be to prevent the Shareholder from performing any of its obligations under Section 1.

(c) Fiduciary Duties. The Shareholder is entering into this Agreement solely in his or her capacity as the record or beneficial owner of the Shares (including any additional Shares acquired hereafter). Nothing herein is intended to or shall limit or affect any actions taken by the Shareholder serving in his or her capacity as a director of FNCB (or a Subsidiary of FNCB).

Section 3. Further Assurances. At the request of PFIS and without further consideration, the Shareholder shall execute and deliver any additional documents and take any further action(s) as may be necessary or desirable to consummate and make effective the transactions contemplated hereby.

Section 4. Termination. This Agreement will terminate upon the earliest of (a) the Effective Time, (b) the date of termination of the Merger Agreement in accordance with its terms and (c) the mutual written agreement of the parties (the “Termination Time”); provided that this Section 4 and Section 5 shall survive the Termination Time indefinitely; provided, further, that no such termination or expiration shall relieve any party from any liability for any breach of this Agreement to the extent occurring prior to the Termination Time.

Section 5. Miscellaneous.

(a) Expenses. All costs, fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such costs, fees or expenses.

(b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt), (ii) when sent by email (provided that no “error message” or other notification of non-delivery is generated) or (iii) one (1) Business Day following the day sent by an internationally recognized overnight courier (with written confirmation of receipt), in each case, to the address of the applicable party set forth below such party’s signature on the signature pages hereto (or to such other address, number or email address as a party may have specified by notice given to the other party).

(c) Amendments, Waivers. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except by an instrument in writing signed by, in the case of any (i) amendment, change, supplement, modification or termination, by all the parties, or (ii) waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(d) Successors and Assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties (whether by operation of law or otherwise) without the prior written consent of the other party, except PFIS may, without the consent of the Shareholder, assign any of its rights and delegate any of its obligations under this Agreement to any affiliate of PFIS (provided that PFIS shall remain liable for any failure of its obligations hereunder). Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by, the parties and their respective successors and permitted assigns.

(e) Third Party Beneficiaries. This Agreement is not intended to, and does not, confer upon any person (other than the parties) any rights, powers, privileges or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

(f) No Partnership, Agency, or Joint Venture. This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, “group” (as such term is used in Section 13(d) of the Exchange Act), joint venture or any like relationship between the parties.

(g) Entire Agreement. This Agreement constitutes the entire agreement among the parties relating to the subject matter hereof and supersedes all prior agreements, arrangements, contracts or understandings, both written and oral, among the parties with respect to the subject matter hereof.

(h) Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement (or portion thereof) is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction such that the invalid, illegal or unenforceable provision or portion thereof shall be interpreted to be only so broad as is enforceable.

(i) Specific Performance; Remedies Cumulative. Each party agrees that (A) PFIS would incur irreparable harm if any provision herein were not performed by the Shareholder in accordance with the express terms hereof, (B) there would be no adequate remedy at law for PFIS with regard to any breach or violation of any provision herein and (C) accordingly, in addition to any other remedy to which PFIS may be entitled at law, in equity, contract or tort or otherwise, PFIS shall be entitled to (x) an injunction or injunctions to prevent any breach or threatened breach of this Agreement and (y) enforce specifically the performance of the terms and provisions herein. The Shareholder waives any (I) defense in any action, dispute, claim, proceeding, litigation or other controversy for specific performance that a remedy at law would be adequate and (II) requirement under any applicable Law to post security or a bond as a prerequisite to obtaining equitable relief. The Shareholder will not, and will direct its Representatives not to, object to PFIS seeking an injunction or the granting of any such remedies on the basis that PFIS has an adequate remedy at law. If any legal action or other proceeding relating to this Agreement or the transactions contemplated hereby or the enforcement of any provision of this Agreement is brought by any party against the other party, the prevailing party in such action or proceeding shall be entitled to recover all reasonable and documented costs, fees and expenses relating thereto (including reasonable attorneys' fees and expenses and court costs) from the other party, in addition to any other relief to which such prevailing party may be entitled.

(j) No Waiver. The failure of any party to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

(k) Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the Commonwealth of Pennsylvania, without regard to any applicable conflicts of law principles.

(l) Submission to Jurisdiction. Each party agrees that it will bring any claim, action, proceeding, dispute, litigation or controversy in respect of any claim or cause of action arising out of or related to this Agreement or the transactions contemplated hereby exclusively in any federal or state court sitting in the Commonwealth of Pennsylvania (the “Chosen Courts”), and, solely in connection with such claims or causes of action, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection (x) to laying venue in the Chosen Courts and (y) that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iii) agrees that service of process upon such party in any such action or proceeding will be effective if notice is given in accordance with Section 5(b).

(m) Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CLAIM, DISPUTE, SUIT, ACTION, LITIGATION, PROCEEDING OR CONTROVERSY THAT MAY ARISE OUT OF, RESULT FROM OR RELATE TO THIS AGREEMENT (INCLUDING THE TRANSACTIONS CONTEMPLATED HEREBY) IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AT THE TIME OF INSTITUTION OF SUCH CLAIM, DISPUTE, SUIT, ACTION, LITIGATION, PROCEEDING OR CONTROVERSY, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT THERETO. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH CLAIM, DISPUTE, SUIT, ACTION, LITIGATION, PROCEEDING OR CONTROVERSY, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5(m).

(n) Waiver of Appraisal Rights. To the maximum extent permitted by applicable Law, the Shareholder waives any and all rights of appraisal or rights to dissent from the Merger or demand fair value for the Shares in connection with the Merger, in each case, that Shareholder may have under applicable law.

(o) Drafting and Representation. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(p) Interpretation. Section headings of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the context may require, any pronoun used herein shall include the corresponding masculine, feminine or neuter forms. Wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” and “hereunder” and similar terms, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless the context otherwise requires, the term “party” means a party to this Agreement irrespective of whether such term is followed by the words “hereto” or “to this Agreement.”

(q) Counterparts. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments or waivers hereto or thereto, (i) may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart and (ii) to the extent signed and delivered by means of a facsimile machine or by e-mail delivery of a “.pdf” or “.jpg” format data file, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” or “.jpg” format data file to deliver a signature to this Agreement or any signed agreement or instrument entered into in connection with this Agreement, or any amendments or waivers hereto or thereto, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” or “.jpg” format data file as a defense to the formation of a contract, and each party forever waives any such defense.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first written above.

PEOPLES FINANCIAL SERVICES CORP.

By:
         Name:   Craig W. Best
         Title:          Chief Executive Officer

PEOPLES FINANCIAL SERVICES CORP.
150 North Washington Avenue
Scranton, Pennsylvania 18503

Attention: Craig W. Best, Chief Executive Officer

Email: craig.best@psbt.com

With copies to:

Troutman Pepper Hamilton Sanders LLP

301 Carnegie Center
Suite 400
Princeton, New Jersey 08540
Attention: Donald R. Readlinger

Zayne R. Tweed

Email: donald.readlinger@troutman.com

zayne.tweed@troutman.com

SHAREHOLDER

By:
         Name:
         Title:

Number of shares of FNCB Common Stock

Stock:

Address:

Email: ____________________________________

With copies to:

Cozen O’Connor P.C.
One Oxford Centre
301 Grant Street
41st Floor
Pittsburgh, PA 15219
Attention: Jeremiah G. Garvey
Seth Popick
Edgar G. Rapoport
Email: jgarvey@cozen.com
spopick@cozen.com
erapoport@cozen.com