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Community Banks, Inc. and ABCO - Abstracting Company of York County Enter Definitive Acquisition Agreement

December 19, 2002

HARRISBURG, Pa., Dec. 18 /PRNewswire-FirstCall/ -- Community Banks, Inc., listed on (Nasdaq: CMTY - News) and Abstracting Company of York County ("ABCO") have entered into a definitive agreement for the acquisition of ABCO by Community Banks, Inc. ("CBI"). Subject to regulatory approvals, the transaction is expected to close in the first quarter of 2003. Pursuant to the agreement, shareholders of ABCO will receive 0.2658 shares of CBI for each share of ABCO in a tax-free stock for stock exchange. The exchange ratio is subject to adjustment under certain conditions set forth in the agreement. There are 96,920 shares of ABCO outstanding.

The agreement provides for ABCO to continue to operate as a subsidiary LLC of CommunityBanks. According to Eddie L. Dunklebarger, Chairman, President and CEO of CBI, "We are delighted to bring ABCO into the CommunityBanks family of financial service providers. ABCO's reputation for quality service is well known throughout the region." CommunityBanks is also the parent company of The Sentinel Agency, LLC in Harrisburg, doing business as Community Settlement Company in Hanover, Pa., a provider of title and settlement services.

"We couldn't be more enthused about the merger with CommunityBanks. Given the changing trends in the title insurance industry generally, the merger is an excellent fit for our employees and our customers. CommunityBanks represents a commitment to expanding its customer services, professionalism and fair dealing, which reflects our goals and values," noted Christopher M. Vedder, President of ABCO. "This is a win-win for both organizations."

ABCO was founded in 1976 by local attorneys as a full service title insurance agency, underwriting for Conestoga Title Insurance Company, Fidelity National Title Insurance Company and Lawyers Title Insurance Corporation. Subsequent to the transaction, ABCO will continue its operations as a full service title insurance agency, maintaining offices in York and Chambersburg. Mary Penny Sebright, chief operating officer, and Patricia A. Schell, regional manager, have both been with ABCO since its founding and will continue to serve ABCO after the merger.

CBI is the parent company of CommunityBanks, which operates 43 community banking offices and over 90 ATM's throughout central and northeastern Pennsylvania, and northern Maryland. In addition to banking and title services, CBI offers complete trust, investment and insurance services. As of September 30, 2002, CBI had total assets in excess of $1.6 billion.

Source: Community Banks, Inc



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