##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 Commission file number 0-17455
 Comm Bancorp, Inc.
  Pennsylvania
    
    23-2242292(State or other jurisdiction of incorporation 
or organization)
    
    (I.R.S. Employer Identification Number)125 North State Street, Clarks Summit, PA
    
    18411(Address of principal executive offices)
    
    (Zip Code)
 (570) 586-0377
  Title of each class
    
    Name of each exchange on which registeredNone
    
    The NASDAQ Stock Market
  Common Stock, par value $0.33 per share
 Yes o No þ
 Yes o No þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 o þ
 $50,703,080 at June 30, 2009.
 1,722,923 at March 10, 2010.
 DOCUMENTS INCORPORATED BY REFERENCE




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##### 



COMM BANCORP, INC.

FORM 10-K INDEX
 PageSpecial Note Regarding Forward-Looking Statements
    
    
    3Part IItem 1. Business
    
    
    5Item 2. Properties
    
    
    20Item 3. Legal Proceedings
    
    
    20Item 4. Submission of Matters to a Vote of Security Holders
    
    
    20Part IIItem 5. Market for the Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities
    
    
    21Item 6. Selected Financial Data
    
    
    22Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    22Item 8. Financial Statements and Supplementary Data
    
    
    22Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
    
    
    22Item 9A. Controls and Procedures
    
    
    22Item 9B. Other Information
    
    
    23Part IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    23Item 11. Executive Compensation
    
    
    32Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    
    39Item 13. Certain Relationships and Related Transactions and
Director Independence
    
    
    40Item 14. Principal Accounting Fees and Services
    
    
    40Part IVItem 15. Exhibits and Financial Statement Schedules
    
    
    41Signatures
    
    
    43Exhibit Index
    
    
    45Exhibit 13Exhibit 21Exhibit 31(i)Exhibit 32
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COMM BANCORP, INC.
FORM 10-K
 
 Special Note Regarding Forward-Looking Statements
  
    
    Changes in interest rates and valuations in the debt, equity and other financial
markets;
 
    
    Disruptions in the liquidity and other functioning of financial markets,
including such disruptions in the market for real estate and other assets commonly
securing financial products;
 
    
    Actions by the Board of Governors of the Federal Reserve System (Federal Reserve
Board) and other government agencies, including those that impact money supply and
market interest rates;
 
    
    Changes in our customers and suppliers performance in general and their
creditworthiness in particular;
 
    
    Changes in customer preferences and behavior, whether as a result of changing
business and economic conditions or other factors;
 
    
    Changes resulting from the newly enacted Emergency Economic Stabilization Act of
2008;
 
    
    A continuation of recent turbulence in significant segments of the United States
and global financial markets, particularly if it worsens, that could impact our
performance, both directly by affecting our revenues and the value of our assets and
liabilities, and indirectly by affecting our customers and suppliers and the economy
generally;
 
    
    Changes in local, regional and national economic conditions and our assessment of
the impact of those changes on our estimates, including the allowance for loan losses;
  3




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
    
    Changes in the competitive landscape that could impact our business and financial performance
as the financial industry restructures in the current environment;
 
    
    Current economic and financial market conditions, as our forward-looking financial statements
are subject to the risk that these conditions will be substantially different than we are
currently expecting. These statements are based on our current expectations that interest
rates will remain low through 2010 with continued wide market credit spreads and our view that
economic trends currently point to a continuation of severe recessionary conditions through
2010;
 
    
    Legal and regulatory developments that could have an impact on our ability to operate our
businesses, financial condition, results of operations, competitive position or reputation.
Reputational impacts, in turn, could affect matters such as business generation and retention,
our ability to attract and retain management, liquidity and funding. These legal and regulatory
developments could include: (i) the unfavorable resolution of legal proceedings or regulatory
and other governmental inquiries; (ii) increased litigation risk from recent regulatory and
other governmental developments; (iii) the results of the regulatory examination process, and
regulators future use of supervisory and enforcement powers; (iv) legislative and regulatory
reforms, including changes to laws and regulations involving tax, pension, education and
mortgage lending, the protection of confidential customer information, and other aspects of the
financial institution industry; and (v) changes in accounting policies and principles;
 
    
    Our ability to identify and effectively manage risks inherent in our businesses, including
where appropriate, through the effective use of third-party insurance and capital management
techniques;
 
    
    Our ability to anticipate and implement technological changes that can have an impact on our
ability to respond to customer needs and to meet competitive demands;
 
    
    Our ability to implement our business initiatives and strategies that could affect our
financial performance over the next several years;
 
    
    Competition that can impact our customer acquisition, growth and retention, as well as our
credit spreads and product pricing, which can affect market share, deposits and revenues; and
 
    
    Widespread natural disasters, terrorist activities or international hostilities, either as a
result of the impact on the economy and capital and other financial markets generally, or on
us or on our customers and suppliers.
  4




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Part I
 
 Item 1. Business
 General
  
    
    $656.8 million in total assets;
 
    
    $476.9 million in loans;
 
    
    $590.8 million in deposits; and
 
    
    $ 55.0 million in stockholders equity.
    5




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Supervision and Regulation
   6




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Intercompany Transactions
  Supervisory Agencies
    7




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SM SM
 Support of Community Bank
   Liability of Commonly Controlled Banks
   Depositor Preference Statute
   8




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Capital Requirements
     9




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Dividend Restrictions
      10




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Deposit Insurance Assessments
      11




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Emergency Economic Stabilization Act of 2008
    12




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Interstate Banking and Branching
    13




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Control Acquisitions
  Permitted Nonbanking Activities
  Financial Services Modernization
   14




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Privacy
  Community Reinvestment Act
  Terrorist Activities
  The USA PATRIOT Act
   15




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Subprime and Predatory Lending
   
    
    An annual percentage rate exceeding 8.0 percentage points for 1st lien
loans or 10.0 percentage points for subordinate lien loans above comparable term U.S.
Treasury securities; and/or
 
    
    Total points and fees payable by the consumer at or before closing that exceed
the greater of 8.0 percent of the total loan amount or $480 for the year 2002 adjusted
for each calendar year based on the consumer price index.
 Mortgage Lending Acts
   16




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
    
    A refinance option for homeowners that are current in their mortgage payments and
whose mortgages are owned by the Federal National Mortgage Association (FNMA) or the
Federal Home Loan Mortgage Corporation (FHLMC);
 
    
    A homeowner stability initiative to prevent foreclosures and help eligible
borrowers stay in their homes by offering loan modifications that reduce mortgage
payments to more sustainable levels; and
 
    
    An increase in U.S. Treasury funding to FNMA and FHLMC to allow them to lower
mortgage rates.
  Credit Card Reform
  Overdraft Fee Regulation
   17




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Sales of Insurance
  Corporate Governance
      18




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Regulatory Reform
  Community Bank
  Available Information
   19




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Item 2. Properties
   
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
   20




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Part II
 
 Item 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
 _
 Dividends2009:
    
    High
    
    
    Low
    
    
    DeclaredFirst quarter
    
    $
    40.99
    
    
    $
    35.04
    
    
    $
    0.28Second quarter
    
    
    40.00
    
    
    
    35.31
    
    
    
    0.28Third quarter
    
    
    40.00
    
    
    
    31.00
    
    
    
    0.28Fourth quarter
    
    $
    34.50
    
    
    $
    21.80
    
    
    $
    0.14
 Dividends2008:
    
    High
    
    
    Low
    
    
    DeclaredFirst quarter
    
    $
    47.25
    
    
    $
    41.00
    
    
    $
    0.27Second quarter
    
    
    48.00
    
    
    
    41.00
    
    
    
    0.27Third quarter
    
    
    44.92
    
    
    
    40.75
    
    
    
    0.27Fourth quarter
    
    $
    42.00
    
    
    $
    35.00
    
    
    $
    0.27
   21




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Item 6. Selected Financial Data
  
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  
 Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
 Evaluation of Our Disclosure Controls and Internal Controls
    22




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Changes in Internal Control Over Financial Reporting
  
 Item 9B. Other Information
  
 Part III
 
 Item 10. Directors, Executive Officers and Corporate Governance
 Directors
 _
  23




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Age as of
    
    
    
    DirectorName
    
    March 10, 2010
    
    Principal Occupation for Past Five Years
    
    SinceDavid L. Baker
    
    
    64
    
    
    Senior Vice President of Community Bank.
    
    
    1988William F. Farber, Sr.
    
    
    72
    
    
    President and CEO of Comm Bancorp, Inc.
and Community Bank.
    
    
    1983Judd B. Fitze
    
    
    58
    
    
    Partner in Farr, Davis & Fitze, a law firm.
    
    
    1995Dean L. Hesser
    
    
    43
    
    
    President of Tom Hesser Chevrolet, Inc. and Tom Hesser
Nissan, LLC, automobile dealerships.
    
    
    2003John P. Kameen
    
    
    68
    
    
    Publisher of The Forest City News.
    
    
    1983Erwin T. Kost
    
    
    66
    
    
    President of Kost Tire Distributors, Inc.
    
    
    1997Susan F. Mancuso
    
    
    58
    
    
    Partner in Mancuso & Mancuso, Accounting & Tax Service.
    
    
    2003Joseph P. Moore, III(1)
    
    
    58
    
    
    Auto Dealer, Manheim Imports, an automobile dealership.
    
    
    2000
 (1)
    
    A son of Joseph P. Moore, Jr., who owns beneficially more than 5.0 percent of our common
stock. Committees
 _
  
    
    Develop and recommend corporate governance policies and guidelines for us and
monitor our compliance with these policies and guidelines; and
 
    
    Identify and recommend to the Board, director nominees and committee member
candidates.
  24




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
    
    The integrity of our financial statements;
 
    
    The audit by the independent registered public accounting firm of our financial
statements;
 
    
    Our report on internal control over financial reporting;
 
    
    The independent registered public accounting firms and internal auditing firms
qualifications and independence; and
 
    
    The performance of our internal audit function.
    25




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Director Qualifications and Nominating Process
   26




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th
 
    
    The nominees name and address;
 
    
    The nominees principal occupation;
  27




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
    
    The number of shares of our common stock held by the notifying stockholder and the nominee;
and
 
    
    A certification, under oath before a notary public, that a nominee meets the eligibility
requirements under Section 10.3 of our Amended and Restated Bylaws.
  
    
    Is under indictment for, or has ever been convicted of, a criminal offense involving
dishonesty or breach of trust and the penalty for such offense could be imprisonment for more
than one year;
 
    
    Is a person against whom a federal or state bank regulatory agency has, within the past ten
years, issued a cease and desist order for conduct involving dishonesty or breach of trust and
that order is final and not subject to appeal;
 
    
    Has been found either by any federal or state regulatory agency whose decision is final and
not subject to appeal or by a court to have: (i) breached a fiduciary duty involving personal
profit; or (ii) committed a willful violation of any law, rule or regulation governing
banking, securities, commodities or insurance, or any final cease and desist order issued by a
banking, securities, commodities or insurance regulatory agency; or
 
    
    Has been nominated by a person who would be disqualified from serving as our director under
the above eligibility requirements.
  Communications with Directors
   28




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Executive Officers
   Held
    
    Employee
    
    Age as ofName and Position
    
    Since
    
    Since
    
    March 10, 2010William R. Boyle
    
    2001
    
    2001
    
    50Executive Vice President and Chief Credit OfficerWilliam F. Farber, Sr.
    
    2001
    
    2001
    
    72President and CEO, Chairman of the BoardJohn P. Kameen
    
    1996
    
    (1)
    
    68SecretaryScott A. Seasock
    
    1989
    
    1989
    
    52Executive Vice President and CFO
 (1)
    
    Not our employee or an employee of Community Bank. This person did not receive any additional
fees for serving as an Executive Officer. Section 16(a) Beneficial Ownership Reporting Compliance
 _
  
    
    On June 12, 2009, Joseph P. Moore, III, a director, sold 1,500 shares of our
common stock at a price of $37.00 per share or $55,500 in the aggregate. A Form 4 was
required to be filed on or before June 16, 2009. Mr. Moore failed to do so. Mr. Moore
filed his Form 4 with
the SEC for this sale on September 4, 2009.
  29




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
    
    On August 27, 2009, Judd B. Fitze, a director, sold 226 shares of our common stock at a price
of $38.00 per share or $8,588 in the aggregate. A Form 4 was required to be filed on or before
August 31, 2009. Attorney Fitze failed to do so. Attorney Fitze filed his Form 4 with the SEC
for this sale on September 1, 2009.
 
    
    On November 24, 2009, Dean L. Hesser, a director, purchased 200 shares of our common stock at
a price of $27.00 per share or $5,400 in the aggregate. A Form 4 was required to be filed on
or before November 27, 2009. Mr. Hesser failed to do so. Mr. Hesser filed his Form 4 with the
SEC on November 30, 2009.
 
    
    On December 10, 2009, David L. Baker, a director, purchased 200 shares of our common stock at
a price of $27.00 per share or $5,400 in the aggregate. A Form 4 was required to be filed on
or before December 14, 2009. Mr. Baker failed to do so. Mr. Baker filed his Form 4 on December
22, 2009.
 
    
    On May 15, 2009, Judd B. Fitze, a director, became the administrator for an estate holding
49,391.524 shares of our common stock. A Form 4 was required to be filed on or before May 19,
2009. Attorney Fitze failed to do so. Attorney Fitze filed the Form 4 on September 15, 2009.
As administrator for this estate, Attorney Fitze authorized the following sale transactions:
 
    
    sold 1,100 shares of our common stock on October 27, 2009, at a price of $30.74 per
share or $33,814 in the aggregate. A Form 4 was required to be filed on or before October
29, 2009. Attorney Fitze failed to do so.
 
    
    sold 28,900 shares of our common stock on November 11, 2009, at a price of $30.59 per
share or $884,051 in the aggregate. A Form 4 was required to be filed on or before
November 13, 2009. Attorney Fitze failed to do so.
 
    
    sold 2,000 shares of our common stock on December 16, 2009, at a price of $26.00 per
share or $52,000 in the aggregate. A Form 4 was required to be filed on or before December
18, 2009. Attorney Fitze failed to do so.
   30




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Codes of Ethics and Business Conduct
  
    
    Honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships;
 
    
    Full, fair, accurate, timely and understandable disclosure in reports and
documents that we file with, or submit to, the SEC and in other public communications
made by us;
 
    
    Compliance with applicable governmental laws, rules and regulations;
 
    
    Prompt internal reporting of Code of Ethics violations to an appropriate person
or persons identified in the Code of Ethics; and
 
    
    Accountability of adherence to the Code of Ethics.
     31




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SM
 
 Item 11. Executive Compensation
    32




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Summary Compensation Table
  SUMMARY COMPENSATION TABLE
 Non-EquityIncentive Plan
    
    
    All OtherSalary
    
    
    Bonus
    
    
    Compensation
    
    
    Compensation
    
    
    TotalName & Position
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)William F. Farber, Sr.
    
    
    2009
    
    
    
    161,090
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    64,894
    
    
    
    225,984President and CEO
    
    
    2008
    
    
    
    161,090
    
    
    
    30,000
    
    
    
    -0-
    
    
    
    70,274
    
    
    
    261,364Scott A. Seasock
    
    
    2009
    
    
    
    155,410
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    5,322
    
    
    
    160,732Executive Vice President and CFO
    
    
    2008
    
    
    
    155,410
    
    
    
    13,800
    
    
    
    6,200
    
    
    
    8,924
    
    
    
    184,334William R. Boyle
    
    
    2009
    
    
    
    155,410
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    4,745
    
    
    
    160,155Executive Vice President and CCO
    
    
    2008
    
    
    
    155,410
    
    
    
    20,000
    
    
    
    -0-
    
    
    
    8,905
    
    
    
    184,315
 (1)
    
    Represents contributions Community Bank made on behalf of the named executive officers
pursuant to the defined contribution plan, except for Mr. Farber who also received director
fees of $60,000 in 2009 and $61,500 in 2008 for services as Chairman of the Board of Community
Bank. Aggregate perquisites and other personal benefits were less than $10,000 for each named
executive officer, and therefore, need not be presented. Annual Bonuses and Non-Equity Incentive Plan Compensation
    33




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Discretionary Annual and Matching Contributions to Community Banks Defined Contribution Plan
   Years of Service
    
    Vested InterestLess than 1
    
    
    0
    %1
    
    
    20
    %2
    
    
    40
    %3
    
    
    60
    %4
    
    
    80
    %5
    
    
    100
    %
    34




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Executive Employment Agreements
       35




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Estimated Lump-Sum
    
    
    Estimated Aggregate AmountSeverance Payment
    
    
    to be Paid as a Result ofas a Result of
    
    
    Change-In-Control underNon-Renewal of
    
    
    the Employment AgreementName and Title
    
    Agreement ($)(1)
    
    
    ($)(2)Scott A. Seasock,
Executive Vice President and CFO
    
    
    466,230
    
    
    
    520,318William R. Boyle,
Executive Vice President and CCO
    
    
    310,820
    
    
    
    321,364
 (1)
    
    This estimated amount is gross salary without any deductions for applicable withholding
taxes.(2)
    
    This estimated amount includes gross salary without any deductions for applicable withholding
taxes and 24 months of premiums for long-term disability insurance and medical insurance.
This estimated amount has not been reduced to a present value worth.   
    
    A substantial sale or disposition of our or Community Banks assets or
operations;
 
    
    A person holding beneficial ownership of enough shares of our stock to gain
majority control of the Board of Directors; or
 
    
    At any time during any 24 consecutive months commencing with the date of these
agreements, a majority of the directors of us or Community Bank are persons who were not
members of the respective boards at the beginning of such period, unless changes in the
boards membership were the result of death, voluntary resignation or retirement.
  36




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
    
    Without the officers consent, any assignment of duties other than duties
described in the agreement;
 
    
    Any removal of the officer from, or failure to re-elect the officer to, his
position, except in connection with termination of the officer for cause;
 
    
    Any failure to pay the officer his benefits as described in his agreement;
 
    
    Any material breach of the agreement by us or Community Bank; or
 
    
    A change in control.
 REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
 _
    37




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Executive Compensation Committee
 
  DIRECTORS COMPENSATION TABLE
 Fees Earned
    
    
    All OtherName
    
    or Paid in Cash ($)
    
    
    Compensation ($)(1)
    
    
    Total ($)Judd B. Fitze
    
    
    23,000
    
    
    
    1,350(2)
    
    
    
    24,350John P. Kameen
    
    
    23,000
    
    
    
    4,235(2)
    
    
    
    27,235Each of our other
directors
    
    
    23,000
    
    
    
    -0-
    
    
    
    23,000
 (1)
    
    Aggregate perquisites and other personal benefits were less than $10,000 for each director,
and therefore, need not be presented.(2)
    
    Represents fees for appraisal services provided to Community Bank.    38




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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  Stock Owned by Directors and Executive Officers
  Amount and Nature ofName of Individual or Identity of Group
    
    Beneficial Ownership(1)
    
    
    Percent of ClassDavid L. Baker
    
    
    14,522.691
    
    
    
    William R. Boyle(2)
    
    
    3,541.307
    
    
    
    William F. Farber, Sr.
    
    
    150,960.000
    
    
    
    8.76
    %Judd B. Fitze
    
    
    25,257.656
    
    
    
    1.47
    %Dean L. Hesser
    
    
    2,000.000
    
    
    
    John P. Kameen
    
    
    19,572.000
    
    
    
    1.14
    %Erwin T. Kost
    
    
    11,505.124
    
    
    
    Susan F. Mancuso
    
    
    7,339.287
    
    
    
    Joseph P. Moore, III
    
    
    100.000
    
    
    
    Scott A. Seasock(2)
    
    
    9,677.542
    
    
    
    All Directors and Executive Officers as a group (8
Directors, 4 Executive Officers, 10 persons in total)
    
    
    244,475.607
    
    
    
    14.19
    %
 (1)
    
    Includes shares held: (i) directly; (ii) jointly with spouse; (iii) jointly with various
relatives; (iv) by the transfer agent in our dividend reinvestment account; (v) individually
in employee benefit plans; (vi) in various trusts; and (vii) as an administrator of an estate.(2)
    
    Executive officer, not a director.  39




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Voting Stock Owned by Beneficial Owners
  Name and Address
    
    Number of Shares(1)
    
    
    Percent of ClassJoseph P. Moore, Jr.
    
    
    169,330.000
    
    
    
    9.83
    %400 Williamson Road
Gladwyne, PA 19035William F. Farber, Sr.
    
    
    150,960.000
    
    
    
    8.76
    %Crystal Lake Road
R.R.1, Box 1281
Carbondale, PA 18407
 (1)
    
    Includes shares held: (i) directly; and (ii) in various trusts. 
 Item 13. Certain Relationships and Related Transactions and Director Independence
   
 Item 14. Principal Accounting Fees and Services
  Year Ended December 31,
    
    2009
    
    
    2008Audit fees(1)
    
    $
    122,925
    
    
    $
    107,730Other fees(2)
    
    
    600Total
    
    $
    123,525
    
    
    $
    107,730
 (1)
    
    Audit fees consist of fees billed for services rendered for the audit of our annual financial
statements on Form 10-K and review of financial statements included in our Form 10-Q, or
services that are normally provided in connection with statutory and regulatory filings.(2)
    
    Other fees consist of fees billed for services related to alternative minimum tax issues.  40




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Part IV
 
 Item 15. Exhibits and Financial Statement Schedules
 (a)
    
    1.
    The consolidated financial statements and notes to these statements as well as the
applicable report of the independent registered public accounting firm are filed at Exhibit 13
to this report and are incorporated in their entirety by reference under this Item 15(a)1.
 2.
    
    All schedules are omitted because they are not applicable or the required information
is shown in the financial statements or notes to these statements.
 3.
    
    The exhibits required by Item 601 of Regulation S-K are included under Item 15(b) to
this report.
  41




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(b)
    
    Exhibits required by Item 601 of Regulation S-K:
 Exhibit NumberReferred toItem 601 ofRegulation S-K
    
    Description of Exhibit2
    
    
    None.3
    (i)
    
    Articles of Incorporation, as amended, filed at Exhibit 3(i) to our Annual Report on
Form 10-K for the year ended December 31, 2006, Commission file number 0-17455 on
March 30, 2007, and incorporated hereto by reference.3
    (ii)
    
    Bylaws, as amended, filed at Exhibit 3(ii) to our Annual Report on Form 10-K for the
year ended December 31, 2006, Commission file number 0-17455 on March 30, 2007, and
incorporated hereto by reference.4
    
    
    None.9
    
    
    None.10
    
    
    Executive Employment Agreements of Scott A. Seasock and William R. Boyle filed as
Exhibits 10.01 and 10.02 to our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001, Commission file number 0-17455 on November 13, 2001, and
incorporated hereto by reference. Executive Employment Agreement of William F.
Farber, Sr. filed as Exhibit 10.1 to our Current Report on Form 8-K, Commission file
number 0-17455 on March 2, 2010, and incorporated hereto by reference. First
amendment to Executive Employment Agreement of Scott A. Seasock filed as Exhibit 10.1
to our Current Report on Form 8-K, Commission file number 0-17455 on March 19, 2010,
and incorporated hereto by reference.11
    
    
    None.12
    
    
    None.13
    
    
    Portions of the Annual Report to Stockholders for Fiscal Year Ended December 31, 2009.14
    
    
    Code of Ethics, filed at Exhibit 14 to our Annual Report on Form 10-K for the
year ended December 31, 2003, Commission file number 0-17455 on March 29, 2004,
and incorporated hereto by reference.16
    
    
    None.18
    
    
    None.21
    
    
    List of Subsidiaries.22
    
    
    None.23
    
    
    None.24
    
    
    None.31
    (i)
    
    CEO certification pursuant to Rule 13a-14(a)/15d-14(a).CFO certification pursuant to Rule 13a-14(a)/15d-14(a).31
    (ii)
    
    Not Applicable.32
    
    
    CEO certification pursuant to Section 1350.CFO certification pursuant to Section 1350.33
    
    
    Not Applicable.34
    
    
    Not Applicable.35
    
    
    Not Applicable.99
    (i)
    
    Charter of the Joint Audit Committee, as amended, filed at Exhibit 99(i) to our
Annual Report on Form 10-K for the year ended December 31, 2006, Commission file
number 0-17455 on March 30, 2007, and incorporated hereto by reference.100
    
    
    None.
  42




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##### Table of Contents



Signatures
  COMM BANCORP, INC.
(Registrant)
    
    DateBY:
    
    /s/ William F. Farber, Sr.
    
    March 29, 2010William F. Farber, Sr.,
President and Chief Executive OfficerChairman of the Board
(Principal Executive Officer)
  Signature and Capacity
    
    Date/s/ David L. Baker

David L. Baker, Director
    
    March 29, 2010/s/ William F. Farber, Sr.

William F. Farber, Sr.,
President and Chief Executive Officer
Chairman of the Board/Director
(Principal Executive Officer)
    
    March 29, 2010/s/ Judd B. Fitze

Judd B. Fitze, Director
    
    March 29, 2010/s/ Dean L. Hesser

Dean L. Hesser, Director
    
    March 29, 2010/s/ John P. Kameen

John P. Kameen, Secretary/Director
    
    March 29, 2010/s/ Erwin T. Kost

Erwin T. Kost, Director
    
    March 29, 2010
  43




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##### Table of Contents



Signature and Capacity
    
    Date/s/ Susan F. Mancuso

Susan F. Mancuso, Director
    
    March 29, 2010/s/ Joseph P. Moore, III

Joseph P. Moore, III, Director
    
    March 29, 2010/s/ Scott A. Seasock

Scott A. Seasock, Executive Vice President and
 Chief Financial Officer
(Principal Financial Officer)
    
    March 29, 2010/s/ Stephanie A. Westington

Stephanie A. Westington, CPA
Vice President of Finance
(Principal Accounting Officer)
    
    March 29, 2010
  44




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description
    
    Page13
    
    
    Portions of the Annual Report to Stockholders for
Fiscal Year Ended December 31, 2009.
    
    
    4621
    
    
    List of Subsidiaries.
    
    
    16431
    (i)
    
    CEO Certification Pursuant to Rule 13a-14(a)/15d-14(a).
    
    
    165CFO Certification Pursuant to Rule 13a-14(a)/15d-14(a).32
    
    
    CEO Certification Pursuant to Section 1350.
    
    
    167CFO Certification Pursuant to Section 1350.
  45