[LOGO]  NORWOOD
        FINANCIAL CORP.
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                  717 Main Street - Honesdale, Pennsylvania 18431 - 717-253-1455



FOR IMMEDIATE RELEASE - October 29, 2004


RALPH A. MATERGIA APPOINTED TO WAYNE BANK BOARD


HONESDALE  - William W.  Davis Jr.,  President  and Chief  Executive  Officer of
Norwood Financial Corp and its subsidiary Wayne Bank, is pleased to announce the
election  of Ralph A.  Matergia  to the  Board of  Directors  of Wayne  Bank and
Norwood Financial Corp, effective November 1, 2004.

     "Mr.  Ralph  A.  Matergia  brings  to the  bank a wide  range  of  business
experience  as well as legal  expertise  and an  intimate  knowledge  of  Monroe
County," CEO Davis noted. Mr. Matergia,  a prominent and respected Monroe County
attorney for more than 25 years, is a founding  partner of the law firm Matergia
and Dunn,  with offices at 530 Main  Street,  Stroudsburg.  The firm  represents
clients  in the  areas of  commercial  and  residential  real  estate,  land use
planning,  business matters,  corporate practice including community association
practice, municipal matters, and civil litigation.

     In addition,  Mr. Matergia has served as a Monroe County Assistant District
Attorney, and has served as Solicitor for the Borough of Stroudsburg since 1979,
and has served as  Solicitor  for the Monroe  County  Treasurer  for the past 25
years.  He is also a member of the Monroe  County and American Bar  Associations
and the Association of Trial Lawyers of America. Mr. Matergia is a 1971 graduate
of the  University  of  Pittsburgh  and in 1974  earned a law  degree  from Ohio
Northern University. He was admitted to the Bar in 1974.

     Mr.  Matergia's other business  involvements  include being a member of the
Board of Directors of Pocono International  Raceway (Long Pond), a member of the
Board of Directors of Fiber Dynamics Inc.  (Highpoint,  NC), and a member of the
Board of Directors of the Jacob Stroud Corporation  (Stroudsburg).  Mr. Matergia
presently serves on Wayne Bank's Monroe County Advisory Board along with Michael
J.  Baxter,  Sara  Cramer,  Andrew  Forte,  Randy R.  Motts,  James H. Ott,  Ron
Sarajian, Ray Price, Marvin Papillon, and Robert L. Weseloh CPA.

     Born in New Kensington, PA, Mr. Matergia and his wife, Deborah M. Matergia,
are residents of Stroudsburg and are the parents of two sons.

     Norwood  Financial Corp.,  through its subsidiary  Wayne Bank,  operates 11
community branch offices in Wayne,  Pike, and Monroe  Counties.  Total assets at
September  30,  2004,  were  $398.6  million,  with loans  receivable  of $256.9
million,  deposits of $317.9 million, and stockholders' equity of $44.8 million.
The Bank offers a complete  line of  commercial  and retail  products as well as
trust and other asset management services.  The Company's stock is traded on the
Nasdaq  market  under the symbol,  NWFL.  Additional  information  is  available
through the Company's website: www.waynebank.com.
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