Governance and Nominating Committee Charter

PURPOSE:

The Governance and Nominating Committee ("GNC") is appointed by the Board of Directors (1) to assist the Board by identifying individuals qualified to become Board members and to recommend to the Board nominees for director; (2) to develop and recommend to the Board a set of effective corporate governance policies and procedures applicable to Citizens Financial Services, Inc. (the "Company"); (3) to oversee an annual review of the Board's performance; (4) to recommend Board committee appointments and removals; (5) to recommend to the Board a determination of each outside director's "independence" under applicable rules and guidelines; and (6) to recommend to the Board candidates for new local board appointments.

MEMBERSHIP:

The GNC is comprised of a minimum of three directors and meets regularly at least four times per year. Special meetings may be called by the Chairman of the GNC or any other GNC member. GNC members are appointed by the Board and may be replaced by the Board. The GNC's chairperson shall be designated by the Chairman of the Board.

AUTHORITY AND RESPONSIBILITIES:

1. The GNC shall have the authority to obtain advice and seek assistance from internal or external legal, accounting or other advisors. The GNC shall make recommendation on retaining and terminating any search firm to be used to identify director candidates and shall make recommendations on approving the search firm's fees and other retention terms for ratification by the Board.

2. The GNC shall identify individuals believed to be qualified as candidates to serve on the Board, consistent with criteria approved by the GNC, and recommend to the Board the selection of candidates for all directorships to be filled by the Board or by the stockholders at an annual or special meeting.

3. The GNC shall review and make recommendations, as the GNC deems appropriate, regarding the size of the Board of Directors and matters relating to the retirement of Board members.

4. The GNC shall annually review and assess the adequacy of the corporate governance policies and procedures of the Company and recommend any proposed changes to the Board for approval.

5. The GNC shall review and recommend a determination to the Board with respect to each outside director's "independence" under the NASDAQ standards and other applicable laws and regulations.

6. The GNC may, in its discretion, form and delegate all or a portion of its authority to subcommittees.

7. The GNC shall make regular reports to the Board summarizing the actions taken at each GNC meeting.

8. The GNC shall review and assess the adequacy of this Charter annually. The GNC may recommend amendments to this Charter at any time and submit amendments for approval to the Board.

9. The GNC shall annually oversee and report to the Board an evaluation of the Board's performance.