EXHIBIT 10.01

                   CHANGE IN CONTROL AGREEMENT BETWEEN
     DAVID L. BAKER AND COMM BANCORP, INC. DATED SEPTEMBER 16, 1998

                                AGREEMENT


     This Agreement (the "Agreement") is entered into as of September 16,
1998, by and between  COMM BANCORP, INC., a Pennsylvania business
corporation ("Bancorp"), and DAVID L. BAKER (the "Executive").

     WHEREAS, the Board of Directors of Bancorp believes that it is in
the best interests of Bancorp that it seek to assure the continued
services of Executive, undiminished by any actual or perceived threat to
continued employment, both currently and, in the event of any Change in
control of Bancorp, for a reasonable period thereafter; and

     WHEREAS, should Bancorp receive any proposal from a third person
concerning a possible business combination with, or acquisition of equity
securities of Bancorp, the Board believes it imperative that Bancorp and
the Board be able to rely upon Executive to continue in his position, and
that Bancorp be able to receive and rely upon his advice, if it so
requests, as to the best interests of Bancorp and its shareholders
without concern that he might be distracted by the personal uncertainties
and risks created by such a proposal; and

   WHEREAS, should Bancorp receive any such proposals, in addition to
Executive's regular duties, he may be called upon to assist in the
assessment of such proposals, advise management and the Board as to
whether such proposals would be in the best interests of Bancorp and its
shareholders, and to take such other actions as the Board might determine
to be appropriate; and

   WHEREAS, Executive wishes to continue to serve in his present
capacity, but desires assurance that in the event of a Change in Control,
he will have a reasonable degree of financial security; 

   NOW, THEREFORE, to assure Bancorp that it will have the continued
dedication of Executive and the availability of his advice and counsel
notwithstanding the possibility, threat or occurrence of a Change in
Control of Bancorp, and to induce Executive to remain in the employ of
Bancorp, and for other good and valuable consideration, Bancorp and
Executive, intending to be  legally bound hereby, agree as follows:

   1. From the date hereof until the expiration of the 24-month period
   referred to in Paragraph 2 below, the parties hereto agree as
   follows.
          A.  Prior to the prospect of any Change in Control of Bancorp,
       Executive's employment may be terminated by Bancorp for any
       cause, including disability.  In that event, Executive shall have
       no rights under this Agreement but shall be entitled to any
       benefits normally provided by Bancorp under such circumstances.
          B.  If there is a Change in Control of Bancorp, and Executive is
       terminated without Cause of Constructively Terminated from the
       employ of Bancorp (or its successor) while this Agreement is in
       effect, then, in order to protect Executive against the possible
       consequences of any Change in Control of Bancorp and thereby to
       induce Executive to serve as a key employee of Bancorp, he shall
       be entitled to the termination benefits granted herein.
          C.  Executive shall not, without the consent of Bancorp, terminate
       employment without giving at least 45 days prior written notice,
       which shall briefly describe the circumstances constituting a
       Constructive Termination, if any.

   2. If a Change in Control of Bancorp occurs, and Executive is terminated
   without Cause or Constructively Terminated from the employ of Bancorp
   (or its successor) during the 24 months following such a Change in
   Control, then Executive shall be paid and provided each of the
   following.
         A. Within five business days after the date of any such termination
      of employment, Bancorp (or its successor) shall pay a Executive
      an amount equal to two (2) times his highest annual base salary
      rate during the five year period ending on the date of such
      termination.  This amount may be paid in a lump-sum or in twenty
      four (24) equal monthly installments as Bancorp (or its
      successor) may, in their sole discretion, decide.
         B. Executive and his dependents shall continue to be covered until
      24 months after the date of such termination by all health
      benefit programs of Bancorp (or its successor) in type and amount
      at least equivalent to that provided to Executive and his
      dependents by Bancorp immediately prior to the Change in Control,
      at a cost to Executive not exceeding the cost of equivalent
      coverage to senior management employees of Bancorp.  If
      participation in one or more of such programs is not possible
      under the terms thereof, Bancorp (or its successor) will provide
      substantially identical benefits outside the programs.  The
      rights of Executive and his dependents to continuation of health
      benefit coverage pursuant to Section 4980B of the Internal
      Revenue Code of 1986, as amended (the "Code") (or any successor
      section) shall commence 24 months after termination of
      Executive's employment.  Bancorp's (or its successor's)
      obligation to continue the above insurance coverage shall end
      should Executive and his dependents acquire substantially similar
      benefits as an incident of employment (or reemployment) or if
      provided to Executive and his dependents from any other source.
         C. If all or any portion of the amounts payable to Executive under
      this Agreement, either alone or together with other payments
      which Executive has the right to receive from Bancorp, constitute
      "excess parachute payments" within the meaning of Section 280G of
      the Code that are subject to the excise tax imposed by Section
      4999 of the Code (or any successor sections), Bancorp (and its
      successor) shall increase the amounts payable hereunder to the
      extent necessary to place Executive in the same after-tax
      position as he would have been in had no such excise tax been
      imposed on the payments hereunder.  The determination of the
      amount of any such excise taxes shall be made by the independent
      accounting firm employed by Bancorp (or its successor) 
      immediately prior to the Change in Control.
                If at a later date it is determined (pursuant to final
      regulations or published rulings of the IRS, assessment by the
      Internal Revenue Service or otherwise) that the amount of excise
      taxes payable by Executive is greater than the amount initially
      so determined, then Bancorp (or its successor) shall pay
      Executive an amount equal to the sum of (i) such additional
      excise taxes, plus (ii) any interest, fines and penalties with
      respect to such additional excise taxes, plus (iii) the amount
      necessary to reimburse Executive for any income, excise or other
      taxes payable by Executive with respect to the amounts specified
      in (i) and (ii) above and the reimbursement provided by this
      clause (iii).
         D. Executive shall continue to be indemnified under Bancorp's
      Amended Articles of Incorporation and Bylaws and covered, for at
      least six years following such Change of Control, by directors'
      and officers' liability insurance and fiduciary liability
      insurance policies that are the same as, or provide coverage at
      least equivalent to, those Bancorp carries at the date of the
      Change in Control.

   3. As used herein, the following terms shall have the meanings
   indicated.
          A.  "Change in Control" shall mean
                  (i)   acquisition of ownership (whether directly, indirectly,
             beneficially or of record) of 25% or more of the voting
             power of all outstanding stock of Bancorp by any person
             (including, without limitation, a corporation, trust,
             partnership, joint venture, or individual) (a "Person") or
             by any group of Persons who have agreed to act together for
             the purpose of acquiring, holding, voting, or disposing of
             such shares;
                 (ii)  merger or consolidation of Bancorp in which the
             stockholders of Bancorp before such merger or consolidation
             do not, as a result of the merger or consolidation, own at
             least 50% of the outstanding voting power of the surviving
             entity following such merger or consolidation;
                (iii) nomination and election of 50% or more of the members of
             the  Board of Directors of Bancorp without the
             recommendation of the Board; or
                (iv)  disposition by Bancorp of its banking subsidiary, "Change
             in Control" shall not include acquisition of Bancorp stock
             by a qualified employee benefit plan, or action by the
             members of the Board of Directors when acting as the Board
             of Directors.
          B.  "Cause" shall mean (i) Executive's conviction of a felony, (ii)
       wilful misconduct that is substantially detrimental to the
       business of Bancorp, or (iii) absence from full time service to
       Bancorp as a result of physical or mental illness for six
       consecutive months, in each case determined by vote of not less
       than a majority of the directors of Bancorp then in office, after
       reasonable notice to Executive and an opportunity for him to be
       heard before a meeting of the Board of Directors, held upon
       reasonable notice to all directors.

          C.  "Constructive Termination" shall mean a resignation by Executive
       due to any diminution or adverse change in the circumstances of
       his employment (as determined by him in good faith), including,
       without limitation, his reporting relationships, job description,
       duties, responsibilities, compensation, perquisites, office or
       location of employment.

   4. The specific arrangements referred to above are not intended to
   exclude Executive's participation in any other benefits available to
   executive personnel of Bancorp (or its successor).

   5. This Agreement shall be binding upon and shall inure to the benefit
   of the respective successors, assigns, legal representatives and
   heirs of the parties hereto.

   6. If, with respect to any failure by Bancorp (or its successor) to
   comply with any of the terms of this Agreement, Executive engages
   legal counsel or institutes any negotiations or institutes or
   responds to legal action to assert or defend the validity of, enforce
   his rights under, or recover damages for breach of the same, Bancorp
   (or its successor) shall pay or reimburse, within five business days
   of receipt of each written request therefore, his actual expenses for
   attorneys fees and disbursements, together with such additional
   payments, if any, as may be necessary so that the net after-tax
   payments to Executive equal such fees and disbursements.  This
   Paragraph 6  shall apply whether or not Executive prevails, and
   Bancorp consents irrevocably to engagement by Executive of any
   attorney of his choice, notwithstanding any existing or prior
   attorney-client relationship between Bancorp and such attorney.

   7. Any controversy or claim arising out of or relating to this
   Agreement, or any breach hereof,  shall be settled by arbitration in
   accordance with the Commercial Arbitration Rules of the American
   Arbitration Association, any judgement on the award rendered by the
   arbiter may be entered in any court having jurisdiction thereof.

    8.  In the event any amount due hereunder is improperly withheld, then
    Bancorp (or its successor) agrees to pay interest on said amount at
    an annual rate of 10%, or the time weighted average prime rate in
    effect at Community Bank and Trust Company, whichever is greater,
    for the period between the date said amount is due and the date said
    amount is paid.

    9.  This Agreement shall in all respects be subject to, governed by and
    construed in accordance with the laws of the Commonwealth of
    Pennsylvania.

    10. Except for required tax withholding, Bancorp's (or its successor's)
    obligation to pay Executive the compensation and to make the
    arrangements provided herein shall be absolute and unconditional and
    shall not be affected by any circumstances, including, without
    limitation, any set-off, counterclaim, recoupment, defense or other
    right which Bancorp (or its successor) may have against him or
    anyone else.  All amounts payable by Bancorp (or its successor)
    hereunder shall be paid without notice or demand, except as
    expressly provided otherwise.  Each and every payment made hereunder
    by Bancorp (or its successor) shall be final and Bancorp (or its
    successor) will not seek to recover all or any part of such payment
    from Executive or from whosoever may be entitled thereto, for any
    reason whatsoever.  Executive shall not be obligated to seek other
    employment in mitigation of the amounts payable or arrangements made
    under any provision of this Agreement, and the obtaining of any such
    other employment shall in no event effect any reduction of Bancorp's
    (or its successor's) obligations to make the payments and
    arrangements required to be made under this Agreement.

    11. Executive shall retain in confidence any confidential information
    known to him concerning Bancorp (or its successor) and its
    respective businesses so long as such information is not publicly
    disclosed.

    12. Any provision in this Agreement which is prohibited or unenforceable
    in any jurisdiction shall, as to such jurisdiction, be ineffective
    only to the extent of such prohibition or unenforceability without
    invalidating or affecting the remaining provisions hereof, and any
    such prohibition or unenforceability in any jurisdiction shall not
    invalidate or render unenforceable such provision in any other
    jurisdiction.

    13. This Agreement may be terminated by the Board of Directors of
    Bancorp upon 12 months prior written notice to Executive; except
    that this Agreement shall not be terminated, (i) during the 24
    months following a Change in Control or (ii) during any period of
    time when Bancorp has or should have knowledge that any Person has
    taken steps reasonably calculated to effect a Change in Control
    until, in the opinion of the Board, such Person has abandoned or
    terminated efforts to effect a Change in Control.

    14. Bancorp shall require any successor (whether direct or indirect, by
    purchase, merger, consolidation or otherwise) to all or
    substantially all of the business or assets of Bancorp, by agreement
    in form and substance satisfactory to Executive, expressly to assume
    and agree to perform all obligations of this Agreement.

    IN WITNESS WHEREOF, this Agreement has been executed as of the day
and year first above written.


ATTEST:                                 COMM BANCORP, INC.

/s/ John P. Kameen                      By:/s/ William F. Farber, Sr.    
-------------------------                  --------------------------
John P. Kameen, Secretary                  William F. Farber, Sr.
                                           Chairman of the Board



                                           /s/ David L. Baker            
                                           ---------------------------
                                           David L. Baker