Norwood Financial Corp., the holding company for Wayne Bank and UpState New York Bancorp Inc. (UpState), the holding company for USNY Bank, Geneva, New York, jointly announced the signing of a definitive merger agreement pursuant to which Norwood Financial Corp. will acquire UpState in a stock and cash transaction. The transaction will extend Norwood’s footprint into Ontario, Otsego and Yates Counties, New York. Lewis J. Critelli, President and Chief Executive Officer of Norwood will remain as President and Chief Executive Officer of the combined company. All members of the Executive Management team of Norwood and Wayne Bank will continue in their current positions. UpState directors Jeffrey S. Gifford and Alexandra K. Nolan will be appointed to the boards of directors of Norwood and Wayne Bank. In addition, the other directors of UpState will be invited to join a regional advisory board. Scott D. White, unit President of Bank of Cooperstown, and Jeffrey E. Franklin, unit President of Bank of the Finger Lakes, will also remain in place as executives of their units.