There is no market overlap and both companies' branches are inhigh-growth areas. Of chief significance, says Eddie L.Dunklebarger, Community Banks' president and CEO, is the combinedcompanies' "significant presence in the golden triangle ofHarrisburg, Lancaster and York, PA."

Blue Ball-based PennRock operates 17 offices--10 in LancasterCounty, five in Berks and two in Chester. Three more are scheduledto open within the next seven months. All will continue to operateas Blue Ball National Bank, which will become a separate divisionunder Community Banks' charter.

Community Banks currently operates 50 branches and has nearly $2billion in assets. PennRock has nearly $1.1 billion in assets. Sixmembers of PennRock's board will join Community Banks' board,taking the total number of directors to 15. Earlier this year,Melvin Pankuch, PennRock's EVP and CEO, announced his intention toretire at the end of 2005 and will remain with the company as vicechairman "to ensure a smooth transition," he said during aconference call without putting a timeframe on his departure. Themerger is expected to close in the second quarter of next year.