Sec Form 5 Filing - DECAMP R ROBERT @ CITIZENS & NORTHERN CORP - 2009-12-31

FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person DECAMP R ROBERT 2. Issuer Name and Ticker or Trading Symbol CITIZENS & NORTHERN CORP [ CZNC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) PO BOX 57 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2009 (Street) WELLSBORO, PA16901 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Director Stock Options (Right to Buy) $ 18.0267 ( 1 ) 04/15/1997 A 300 ( 1 ) 04/15/1997 04/15/2007 Common Stock 300 $ 0 300 D Director Stock Options (Right to Buy) $ 18.0267 ( 1 ) 07/20/2006 M( 2 ) 300 ( 1 ) 04/15/1997 04/15/2007 Common Stock 300 $ 0 0 D Director Stock Options (Right to Buy) $ 36.5 04/21/1998 A 200 04/21/1998 04/21/2008 Common Stock 200 $ 0 200 D Director Stock Options (Right to Buy) $ 36.5 05/01/1998 M( 2 ) 200 04/21/1998 04/21/2008 Common Stock 200 $ 0 0 D Director Stock Options (Right to Buy) $ 22.0833 ( 1 ) 04/20/1999 A 300 ( 1 ) 04/20/1999 04/20/2009 Common Stock 300 $ 0 300 D Director Stock Options (Right to Buy) $ 22.0833 ( 1 ) 04/20/2009 J( 3 ) V 300 ( 1 ) 04/20/1999 04/20/2009 Common Stock 300 $ 0 0 D Director Stock Options (Right to Buy) $ 16.6667 ( 1 ) 04/18/2000 A 300 ( 1 ) 04/18/2000 04/18/2010 Common Stock 300 $ 0 300 D Director Stock Options (Right to Buy) $ 16.6667 ( 1 ) 07/20/2006 M( 2 ) 300 ( 1 ) 04/18/2000 04/18/2010 Common Stock 300 $ 0 0 D Director Stock Options (Right to Buy) $ 14.1667 ( 1 ) 04/17/2001 A 228 ( 1 ) 04/17/2001 04/17/2011 Common Stock 228 $ 0 228 D Director Stock Options (Right to Buy) $ 14.1667 ( 1 ) 07/20/2006 M( 2 ) 228 ( 1 ) 04/17/2001 04/17/2011 Common Stock 228 $ 0 0 D Director Stock Options (Right to Buy) $ 17 ( 1 ) 01/02/2002 A 537 ( 1 ) 01/02/2002 01/02/2012 Common Stock 537 $ 0 537 D Director Stock Options (Right to Buy) $ 17 ( 1 ) 07/20/2006 M( 2 ) 537 ( 1 ) 01/02/2002 01/02/2012 Common Stock 537 $ 0 0 D Director Stock Options (Right to Buy) $ 20.7333 ( 1 ) 01/02/2003 A 411 ( 1 ) 01/02/2003 01/02/2013 Common Stock 411 $ 0 411 D Director Stock Options (Right to Buy) $ 26.59 01/02/2004 A 327 01/02/2004 01/02/2014 Common Stock 327 $ 0 327 D Director Stock Options (Right to Buy) $ 27 01/03/2005 A 473 01/03/2005 01/03/2015 Common Stock 473 $ 0 473 D Director Stock Options (Right to Buy) $ 22.325 01/03/2007 A 538 01/03/2007 01/03/2017 Common Stock 538 $ 0 538 D Director Stock Options (Right to Buy) $ 17.5 01/03/2008 A 679 01/03/2008 01/03/2018 Common Stock 679 $ 0 679 D Director Stock Options (Right to Buy) $ 19.88 01/05/2009 A 1,341 01/05/2009 01/05/2019 Common Stock 1,341 $ 0 1,341 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DECAMP R ROBERT PO BOX 57 WELLSBORO, PA16901 X Signatures Jessica R. Brown for R. Robert DeCamp under Power of Attorney dated 8/23/07. 02/16/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Exercise prices and number of options shares adjusted for 2003 stock split. ( 2 )Acquisition of shares pursuant to options exercised previously reported in Table I; however, the exercise was not reported in Table II. ( 3 )Expiration of director stock option without value exempt under Rule 16b-6(d).

Remarks: Mr. DeCamp retired as a Director on April 21, 2009. This form only includes transactions required to be reported through that date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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