<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the fiscal year ended DECEMBER 31, 2005

Commission file number 0-17455

                               COMM BANCORP, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                       <C>
              PENNSYLVANIA                                      23-2242292
     (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                       Identification Number)
</TABLE>

<TABLE>
<S>                                                             <C>
125 NORTH STATE STREET, CLARKS SUMMIT, PA                          18411
(Address of principal executive offices)                        (Zip Code)
</TABLE>

Registrant's telephone number, including area code (570) 586-0377

Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
Title of each class   Name of each exchange on which registered
-------------------   -----------------------------------------
<S>                   <C>
        NONE
</TABLE>

Securities registered pursuant to Section 12(g) of the Act:

                     COMMON STOCK, PAR VALUE $0.33 PER SHARE
                                (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer as defined in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ]   Accelerated filer   [ ] Non-accelerated filer [X]

Indicate by check mark whether the registrant is a shell company as defined in
Rule 12b-2 of the Exchange Act. Yes [ ] No [X]

The aggregate market value of the voting stock held by non-affiliates of the
registrant based on the closing sale price:$55,549,953 AT JUNE 30, 2005.

Indicate the number of shares outstanding of the registrant's common stock, as
of the latest practicable date: 1,851,816 AT MARCH 15, 2006.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Annual Report to Stockholders for the year ended
December 31, 2005, are incorporated by reference in Part II of this Annual
Report. Portions of the registrant's 2006 Proxy Statement are incorporated by
reference in Part III of this Annual Report.


                                  Page 1 of 185
                            Exhibit Index on Page 44

<PAGE>

                               COMM BANCORP, INC.
                                 FORM 10-K INDEX

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<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Special Note Regarding Forward-Looking Statements........................     3

PART I
Item 1.  Business........................................................     4
Item 1A. Risk Factors....................................................    15
Item 2.  Properties......................................................    20
Item 3.  Legal Proceedings...............................................    20
Item 4.  Submission of Matters to a Vote of Security Holders.............    21

PART II
Item 5.  Market for the Registrant's Common Equity and Related
         Stockholder Matters.............................................    21
Item 6.  Selected Financial Data.........................................    22
Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.............................    22
Item 7A. Quantitative and Qualitative Disclosures about Market Risk          22
Item 8.  Financial Statements and Supplementary Data.....................    22
Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure.............................    23
Item 9A. Controls and Procedures.........................................    23
Item 9B. Other Information...............................................    23

PART III
Item 10. Directors and Executive Officers of the Registrant..............    23
Item 11. Executive Compensation..........................................    32
Item 12. Security Ownership of Certain Beneficial Owners and
         Management......................................................    38
Item 13. Certain Relationships and Related Transactions..................    39
Item 14. Principal Accountant Fees and Services..........................    40

PART IV
Item 15. Exhibits and Financial Statement Schedules......................    40

Signatures...............................................................    42
Exhibit Index............................................................    44
</TABLE>


                                        2

<PAGE>

                               COMM BANCORP, INC.
                                    FORM 10-K

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K, other periodic reports filed by us under the
Securities Exchange Act of 1934 ("Exchange Act"), as amended, and any other
written or oral statements made by or on behalf of us may include
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 which reflect our current views with respect to
future events and financial performance. Such forward-looking statements are
based on general assumptions and are subject to various risks, uncertainties and
other factors that may cause actual results to differ materially from the views,
beliefs and projections expressed in such statements. These risks, uncertainties
and other factors include, but are not limited to:

     -    Possible changes in economic and business conditions and the war on
          international terrorism that may affect the prevailing interest rates,
          the prevailing rates of inflation or the amount of growth, stagnation
          or recession in the global, United States and Northeastern
          Pennsylvania economies, the value of investments, collectibility of
          loans and the profitability of business entities;

     -    Possible changes in monetary and fiscal policies, laws and regulations
          and other activities of governments, agencies and similar
          organizations;

     -    The effects of easing restrictions on participants in the financial
          services industry, such as banks, securities brokers and dealers,
          investment companies and finance companies, and attendant changes in
          patterns and effects of competition in the financial services
          industry;

     -    The cost and other effects of legal proceedings, claims, settlements
          and judgments; and

     -    Our ability to achieve the expected operating results depends on a
          variety of factors, including, but not limited to, the continued
          growth of the markets in which we operate consistent with recent
          historical experience, our ability to expand into new markets and to
          maintain profit margins in the face of pricing pressures.

The words "believe," "expect," "anticipate," "project" and similar expressions
signify forward-looking statements. Readers are cautioned not to place undue
reliance on any forward-looking statements made by or on behalf of us. Any such
statements speak only as of the date the statement was made. We undertake no
obligation to update or revise any forward-looking statements.


                                        3

<PAGE>

PART I

ITEM 1. BUSINESS

GENERAL

We are a registered bank holding company incorporated in 1983 as a Pennsylvania
business corporation and are headquartered in Clarks Summit, Pennsylvania. We
have two wholly-owned subsidiaries, Community Bank and Trust Company, referred
to as Community Bank, and Comm Realty Corporation, referred to as Comm Realty.
Our business consists primarily of the management and supervision of Community
Bank. Comm Realty, a Pennsylvania business corporation, holds, manages and sells
foreclosed or distressed assets on behalf of Community Bank. Our principal
source of income is dividends paid by Community Bank. At December 31, 2005, we
had approximately:

     -    $543.6 million in total assets;

     -    $388.6 million in loans;

     -    $491.4 million in deposits; and

     -    $ 49.7 million in stockholders' equity.

Community Bank is a Pennsylvania commercial bank and a member of the Federal
Reserve System whose deposits are insured by the Federal Deposit Insurance
Corporation ("FDIC"). Community Bank is a full-service commercial bank providing
a wide range of products and services, including time and demand deposit
accounts, consumer, commercial and mortgage loans and commercial leases to
individuals and small- to medium-sized businesses. Community Bank's principal
market area comprises Lackawanna, Luzerne, Monroe, Susquehanna, Wayne and
Wyoming counties located in the Northeast corner of the Commonwealth of
Pennsylvania. At December 31, 2005, Community Bank had 16 community banking
offices located within this market area.

Community Bank competes with 19 commercial banks, five thrift institutions and
20 credit unions, many of which are substantially larger in terms of assets and
liabilities. In addition, Community Bank experiences competition for deposits
from mutual funds and security brokers, while consumer discount, mortgage and
insurance companies compete for various types of loans. Principal methods of
competing for banking, permitted nonbanking services and financial activities
include price, nature of product, quality of service and convenience of
location.

Community Bank has two wholly-owned subsidiaries, Community Leasing Corporation,
referred to as Community Leasing, and Comm Financial Services Corporation,
referred to as Comm Financial Services. Community Leasing, a Pennsylvania
business corporation, engages in commercial leasing. Comm Financial Services, a
Pennsylvania business corporation, engages in selling insurance products and
services and in providing asset management services.


                                        4

<PAGE>

Community Bank is a 40.0 percent member in Community Abstract Services, LLC,
referred to as Community Abstract, a Pennsylvania limited liability company,
which offers title insurance and abstract services to residential and commercial
mortgage loan customers. Community Bank accounts for Community Abstract using
the equity method of accounting.

We have combined financial information about Comm Realty, Community Leasing and
Comm Financial Services with our financial information as none of these
subsidiaries meet the quantitative thresholds for reportable operating segments.
Moreover, we consider Community Bank's branch banking offices to be a single
operating segment because these branches have similar economic characteristics
and share a majority of the following aggregation criteria for reportable
operating segments:

     -    Products and services;

     -    Operating processes;

     -    Delivery systems;

     -    Customer bases; and

     -    Regulatory oversight.

We have not operated any other reportable operating segments in the three-year
period ended December 31, 2005.

As of December 31, 2005, Community Bank had 194 full-time equivalent employees.
We and Community Bank are not parties to any collective bargaining agreement and
employee relations are considered to be good.

Our primary source of funds is the cash flow provided by our financing
activities, mainly deposit gathering. Our other sources of funds are provided by
investing activities, including principal and interest payments on loans and
investment securities, and operating activities, primarily net income. We offer
a variety of deposit accounts with a range of interest rates and terms,
including money market accounts, NOW accounts, money market accounts, savings
accounts, certificates of deposit and demand deposit accounts. Our deposits are
primarily obtained from areas surrounding our banking offices. We rely primarily
on marketing, new products, service and long-standing relationships with
customers to attract and retain these deposits. At December 31, 2005, our
deposits totaled $491.4 million. Of the total deposit balance, $185.5 million or
37.7 percent represented time deposits less than $100.0 thousand and $115.9
million or 23.6 percent represented savings accounts. We have maintained a high
level of core deposits, which has contributed to our low cost of funds. Core
deposits include money market, NOW, savings, time deposits less than $100.0
thousand and demand deposit accounts, which in the aggregate, represented 95.2
percent of total deposits at December 31, 2005, and 92.8 percent of total
deposits at December 31, 2004. A further discussion of our deposits is filed at
Exhibit 13 to this report and is incorporated in its entirety by reference under
this Item 1.


                                        5

<PAGE>

We are not dependent on deposits or exposed by loan concentrations to a single
customer or to a small group of customers, the loss of any one or more of whom
would have a materially adverse effect on our financial condition.

SUPERVISION AND REGULATION

The following discussion sets forth the material elements of the basic
regulatory framework applicable to us and Community Bank and provides certain
specific information. This basic regulatory framework is primarily intended for
the protection of investors in our common stock, depositors of Community Bank
and the FDIC that insures bank deposits. To the extent that the following
information describes statutory and regulatory provisions, it is qualified by
reference to those provisions. A change in the statutes, regulations or
regulatory policies applicable to us or Community Bank may have a material
effect on our business.

INTERCOMPANY TRANSACTIONS

Various governmental requirements, including Sections 23A and 23B of the Federal
Reserve Act and Regulation W of the Board of Governors of the Federal Reserve
System ("Federal Reserve Board"), limit borrowings by us from Community Bank and
also limit various other transactions between us and Community Bank. For
example, Section 23A limits to no more than 10.0 percent of its total capital
the aggregate outstanding amount of Community Bank's loans and other "covered
transactions" with any particular nonbank affiliate including financial
subsidiaries, and limits to no more than 20.0 percent of its total capital the
aggregate outstanding amount of Community Bank's "covered transactions" with all
of its affiliates including financial subsidiaries. At December 31, 2005,
approximately $5.0 million was available for loans to us from Community Bank.
Section 23A also generally requires that Community Bank's loans to its nonbank
affiliates, including financial subsidiaries, be secured, and Section 23B
generally requires that Community Bank's transactions with its nonbank
affiliates, including financial subsidiaries, be at arm's-length terms. Also, we
and Community Bank and any financial subsidiary are prohibited from engaging in
certain "tie-in" arrangements in connection with extensions of credit or
provision of property or services.

SUPERVISORY AGENCIES

As a Pennsylvania commercial bank and member of the Federal Reserve System,
Community Bank is subject to primary supervision, regulation and examination by
the Pennsylvania Department of Banking and the Federal Reserve Board. Community
Bank is subject to extensive Pennsylvania and federal statutes and regulations
that significantly affect its business and activities. Community Bank must file
reports with its regulators concerning its activities and financial condition
and obtain regulatory approval to enter into certain transactions. Community
Bank is also subject to periodic


                                        6

<PAGE>

examinations by its primary and secondary regulators to ascertain compliance
with various regulatory requirements.

We, Community Bank and our subsidiaries, are also affected by various other
governmental requirements and regulations, general economic conditions and the
fiscal and monetary policies of the federal government and the Federal Reserve
Board. The monetary policies of the Federal Reserve Board influence, to a
significant extent, the overall growth of loans, leases, investments, deposits,
interest rates charged on loans and interest rates paid on deposits. The nature
and impact of future changes in monetary policies are often unpredictable.

We are subject to the jurisdiction of the United States Securities and Exchange
Commission ("SEC") for matters relating to the offering and sale of our
securities. We are also subject to the SEC's rules and regulations relating to
periodic reporting, insider trading reports and proxy solicitation materials.
Our common stock is listed for quotation of prices on The NASDAQ Stock Market(R)
and therefore, we are subject to the listing rules and regulations imposed by
The NASDAQ Stock Market(R).

SUPPORT OF COMMUNITY BANK

Under current Federal Reserve Board policy, we are expected to act as a source
of financial and managerial strength to Community Bank by standing ready to use
available resources, or obtain additional resources, to provide adequate capital
funds during periods of financial adversity. The support expected by the Federal
Reserve Board may be required at times when we may not have the resources or
inclination to provide it.

If a default occurred with respect to Community Bank, any capital loans to
Community Bank from us would be subordinate in right of payment to depositors
and certain other debt holders of Community Bank.

LIABILITY OF COMMONLY CONTROLLED BANKS

Community Bank can be held liable for any loss incurred, or reasonably expected
to be incurred, by the FDIC in connection with the default of a commonly
controlled FDIC-insured depository institution, or any assistance provided by
the FDIC to a commonly controlled FDIC-insured depository institution in danger
of default.

"Default" is generally defined as the appointment of a conservator or receiver,
and "in danger of default" is generally defined as the existence of certain
conditions indicating that a default is likely to occur in the absence of
regulatory assistance.

DEPOSITOR PREFERENCE STATUTE

In the "liquidation or other resolution" of Community Bank by any receiver,
federal law provides that deposits and certain claims for administrative


                                        7

<PAGE>

expenses and employee compensation against Community Bank are afforded a
priority over the general unsecured claims against Community Bank, including
federal funds and letters of credit.

CAPITAL REQUIREMENTS

We are subject to risk-based capital requirements and guidelines imposed by the
Federal Reserve Board, which are substantially similar to the capital
requirements and guidelines imposed by the Federal Reserve Board on Community
Bank. For this purpose, a bank's or bank holding company's assets and certain
specified off-balance sheet commitments are assigned to four risk categories,
each weighted differently based on the level of credit risk that is ascribed to
those assets or commitments. In addition, risk-weighted assets are adjusted for
low-level recourse and market-risk equivalent assets. These risk-based capital
requirements also establish a capital framework consisting of Tier I capital and
Tier II capital, which together comprise Total capital. Tier I capital is the
sum of all common equity, non-cumulative perpetual preferred stock, and minority
interests in the equity accounts of consolidated subsidiaries, less goodwill,
certain identifiable intangible assets and certain other assets. Tier II capital
may include perpetual preferred stock not meeting the Tier I definition,
mandatory convertible debt securities, a limited amount of subordinated debt and
the allowance for loan losses in an amount not to exceed 1.25 percent of
risk-weighted assets.

Under these risk-based capital requirements, bank holding companies and banks
are required to maintain Tier I and Total capital, less certain deductions, of
at least 4.0 percent and 8.0 percent of their total risk-weighted assets,
including certain off-balance sheet items, such as unused lending commitments
and standby letters of credit. At December 31, 2005, we met both requirements,
with Tier I and Total capital ratios of 12.0 percent and 13.0 percent. Community
Bank also met both requirements at December 31, 2005, with Tier I and Total
capital ratios of 11.5 percent and 12.5 percent.

The Federal Reserve Board also requires banks and bank holding companies to
maintain a minimum Leverage ratio, Tier I capital to total average assets less
intangible assets, of 3.0 percent for bank holding companies that meet certain
specified criteria, including having the highest regulatory rating. Bank holding
companies not meeting the criteria are required to maintain the minimum Leverage
ratio plus an additional cushion of 1.0 to 2.0 percentage points. Our Leverage
ratio was 9.0 percent and Community Bank's Leverage ratio was 8.7 percent at
December 31, 2005.

The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
requires Federal Reserve Board regulators to take prompt corrective action if an
FDIC-insured depository institution does not meet minimum capital requirements,
including the termination of deposit insurance by the FDIC and certain
restrictions on its business. FDICIA establishes five capital categories for
insured banks: well capitalized,


                                        8

<PAGE>

adequately capitalized, undercapitalized, significantly undercapitalized and
critically undercapitalized. FDICIA imposes progressively more restrictive
constraints on operations, management and capital distributions depending on the
category into which an institution is classified. Unless a bank is well
capitalized, it is subject to restrictions on its ability to offer brokered
deposits, on "pass-through" insurance coverage for certain of its accounts and
on certain other aspects of its operations. FDICIA generally prohibits a bank
from paying any dividend or making any capital distribution or paying any
management fee to its holding company if the bank would thereafter be
undercapitalized. An undercapitalized bank is subject to regulatory monitoring
and may be required to divest itself of or liquidate subsidiaries. An
undercapitalized bank must develop a capital restoration plan, and its parent
bank holding company must guarantee the bank's compliance with the plan up to
the lesser of 5.0 percent of the bank's assets at the time it became
undercapitalized or the amount needed to comply with the plan. Critically
undercapitalized institutions are prohibited from making payments of principal
and interest on subordinated debt and are generally subject to the mandatory
appointment of a conservator or receiver.

Rules adopted by the Federal Reserve Board under FDICIA provide that a state
member bank is deemed to be well capitalized if the bank has a total risk-based
capital ratio of 10.0 percent or greater, a Tier I risk-based capital ratio of
6.0 percent or greater, a Leverage ratio of 5.0 percent or greater and the
institution is not subject to a written agreement, order, capital directive or
prompt corrective action directive to meet and maintain a specific level of any
capital measure. As of December 31, 2005, Community Bank was well capitalized,
based on the prompt corrective action ratios and guidelines described above. It
should be noted, however, that a bank's capital category is determined solely
for the purpose of applying the Federal Reserve Board's prompt corrective action
regulations, and that the capital category may not constitute an accurate
representation of the bank's overall financial condition or prospects.

In imposing these requirements, regulators must also take into consideration:
(i) concentrations of credit risk; (ii) interest rate risk, when the interest
rate sensitivity of an institution's assets does not match the sensitivity of
its liabilities or its off-balance-sheet position; and (iii) risk from
non-traditional activities, as well as an institution's ability to manage those
risks, when determining the adequacy of an institution's capital. This
evaluation is made as a part of the institution's regular safety and soundness
examination. In addition, we and Community Bank, if engaged in significant
trading activity, must incorporate a measure for market risk in our regulatory
capital calculations.

The prompt corrective action provisions of FDICIA and the implementing
regulations apply to FDIC-insured depository institutions such as Community Bank
and are not directly applicable to holding companies, like us, that control such
institutions. However, the Federal Reserve Board has indicated


                                        9

<PAGE>

that it will take appropriate action at the holding company level based on an
assessment of the effectiveness of supervisory actions imposed upon subsidiary
depository institutions pursuant to such provisions and regulations. Although
the capital categories defined under the prompt corrective action regulations
are not directly applicable to us as a holding company under existing laws and
regulations, if we were placed in a capital category we would qualify as
well-categorized at December 31, 2005.

DIVIDEND RESTRICTIONS

We are a legal entity separate and distinct from Community Bank. In general,
under Pennsylvania law, we cannot pay a cash dividend if the payment would
render us insolvent. Our revenues primarily consist of dividends paid by
Community Bank. Various federal and state statutory provisions limit the amount
of dividends Community Bank can pay to us without regulatory approval. Under
Pennsylvania law, Community Bank may declare and pay dividends to us only out of
accumulated net earnings and as long as the surplus of Community Bank would not
be reduced below its stated paid-in capital. At December 31, 2005, approximately
$5.6 million was available for payment of dividends to us.

In addition, federal bank regulatory agencies have authority to prohibit
Community Bank from engaging in an unsafe or unsound practice in conducting its
business. Depending upon the financial condition of the bank in question, the
payment of dividends could be deemed to constitute an unsafe or unsound
practice. The ability of Community Bank to pay dividends in the future is
currently influenced, and could be further influenced, by bank regulatory
policies and capital guidelines.

DEPOSIT INSURANCE ASSESSMENTS

The deposits of Community Bank are insured up to regulatory limits by the FDIC
and accordingly, are subject to deposit insurance assessments administered by
the FDIC. The FDIC places each insured bank into one of nine risk categories
based on the bank's capitalization and supervisory evaluations provided to the
FDIC by the institution's primary federal regulator. An insured bank's
assessment rate is then determined by the risk category into which it is
classified. Community Bank was classified in the lowest risk category at
December 31, 2005, with an assessment rate of zero. The Deposit Insurance Funds
Act also provides for assessments to pay for the cost of Financing Corporation
("FICO") funding. In 2005, Community Bank paid FICO assessments of $64,497.

INTERSTATE BANKING AND BRANCHING

The Riegle-Neal Interstate Banking and Branch Efficiency Act of 1994
("Riegle-Neal") authorized interstate acquisitions of banks and bank holding
companies without geographic limitation. Under Riegle-Neal, a bank holding
company cannot make an interstate acquisition of a bank if, as a


                                       10

<PAGE>

result, it would control more than 10.0 percent of the total United States
insured depository deposits and more than 30.0 percent or the applicable state
law limit of deposits in that state.

Subject to certain restrictions, Riegle-Neal also permits banks to merge across
state lines through purchases or branch openings. However, the ability of banks
to acquire branch offices is contingent on the host state having adopted
legislation "opting in" to those provisions of Riegle-Neal. In addition,
interstate mergers are contingent upon the host state not having adopted
legislation "opting out" of that provision of Riegle-Neal. Pennsylvania has
opted in to all of these provisions upon the condition that another host state
has similar or reciprocal requirements. As of the date of this report, we have
not entered into an agreement involving any interstate acquisitions of a bank or
a branch office.

CONTROL ACQUISITIONS

Under the Change in Bank Control Act, a bank holding company is required to
obtain prior Federal Reserve Board approval before acquiring more than 5.0
percent of the voting shares, or substantially all of the assets, of a bank
holding company, bank or savings association. In determining whether to approve
a proposed acquisition, the Federal Reserve Board will consider, among other
factors, the effect of the acquisition on competition, the public benefits
expected to be received from the acquisition, the projected capital ratios and
levels on a post-acquisition basis, and the acquiring institution's record of
addressing the credit needs of the communities it serves, consistent with the
safe and sound operations of the bank under the Community Reinvestment Act of
1977 ("CRA").

PERMITTED NONBANKING ACTIVITIES

The Federal Reserve Board permits us or our subsidiaries to engage in nonbanking
activities that are so closely related to banking or managing or controlling
banks as to be appropriate. The Federal Reserve Board requires us to serve as a
source of financial and managerial strength to Community Bank and not to conduct
our operations in an unsafe or unsound manner. The Federal Reserve Board has
enforcement powers to require us or our non-banking subsidiaries to terminate
any activity it believes constitutes a serious risk to the safety, soundness or
stability of Community Bank, and is inconsistent with sound banking principles
or violates federal banking laws and regulations.

FINANCIAL SERVICES MODERNIZATION

We must also comply with the Gramm-Leach-Bliley Act of 1999 ("GLB Act") in the
conduct of our operations. The GLB Act eliminates the restrictions placed on the
activities of banks and bank holding companies and creates two new structures,
financial holding companies and financial subsidiaries. We and Community Bank
are now allowed to provide a wider array of financial services and products that
were reserved only for insurance companies and


                                       11

<PAGE>

securities firms. In addition, we can now affiliate with an insurance company
and a securities firm. We can elect to become a financial holding company. A
financial holding company has authority to engage in activities referred to as
"financial activities" that are not permitted to bank holding companies. A
financial holding company may also affiliate with companies that are engaged in
financial activities. A "financial activity" is an activity that does not pose a
safety and soundness risk and is financial in nature, incidental to an activity
that is financial in nature, or complimentary to a financial activity. As of the
date of this report, we have not elected to become a financial holding company
nor do we anticipate electing to become one in the near term.

PRIVACY

The GLB Act also creates a minimum federal standard of privacy protections for
consumers and customers of financial institutions. According to this Act, we
must provide notice to consumers and customers about our privacy policies and
practices, describe the conditions under which we may disclose nonpublic
personal information to non-affiliated third parties, and provide an "opt-out"
method to prevent us from disclosing such information to non-affiliated third
parties. The GLB Act distinguishes a customer from a consumer for purposes of
the notice requirements imposed by this Act. We are required to give a customer
a privacy notice at the time a customer relationship is established and then
annually thereafter as long as the relationship continues. By contrast, we are
required to give notice to a consumer only if we intend to disclose nonpublic
personal information about the consumer to a non-affiliated third party.

COMMUNITY REINVESTMENT ACT

We are also subject to the CRA, and the regulations promulgated to implement the
CRA, which are designed to create a system for bank regulatory agencies to
evaluate a depository institution's record in meeting the credit needs of its
community. Community Bank received an "outstanding" rating in its last CRA
examination which was held on April 25, 2005. "Outstanding" is the highest CRA
rating that a depository institution can receive.

TERRORIST ACTIVITIES

The Office of Foreign Assets Control ("OFAC") of the Department of the Treasury
sends us and our bank regulatory agencies, on a periodic basis, lists of names
of persons and organizations suspected of aiding, harboring or engaging in
terrorist acts. Should Community Bank find a name on any transaction, account or
wire transfer that is on an OFAC list, Community Bank must freeze the account,
file a suspicious activity report and notify the Federal Bureau of
Investigation. Community Bank has appointed an OFAC compliance officer to
oversee the inspection of its accounts and the filing of any notifications.


                                       12
<PAGE>

THE USA PATRIOT ACT

The Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism ("USA PATRIOT") Act of 2001 was enacted by
Congress as a result of the terrorist attacks on September 11, 2001. The purpose
of the USA PATRIOT Act is to strengthen United States security and law
enforcement and intelligence in order to combat terrorism on a variety of
fronts. The USA PATRIOT Act contains extensive anti-money laundering and
financial transparency laws and imposes rules and regulations to promote
cooperation among financial institutions, regulators and law enforcement
entities in identifying parties that may be involved in terrorism or money
laundering. In addition, under the USA PATRIOT Act, financial institutions are
prohibited from engaging in specified financial transactions and account
relationships with foreign financial institutions and foreign customers.
Congress is deliberating on amendments to the USA PATRIOT Act. None of these
proposed amendments would have a substantial effect on our banking operations.

SUBPRIME AND PREDATORY LENDING

The Federal Reserve Board has issued regulations which implement the Home
Ownership and Equity Protection Act ("HOEPA"). This Act imposes additional
disclosure requirements and certain substantive limitations on certain mortgage
loans with rates or fees above specified levels. The regulations lower the rate
levels that trigger the application of HOEPA and include additional fees in the
calculation of the fee amount that triggers HOEPA. The loans that Community Bank
currently makes are generally below the rate and fee levels that trigger HOEPA.

Community Bank must also comply with a Pennsylvania law, Act 55 of 2001, the
Mortgage Bankers and Brokers and Consumer Equity Protection Act. This Act
addresses what is known as "predatory lending," among other things, and is
applicable to Community Bank's closed-end home equity mortgage loans, involving
property located in Pennsylvania, in an amount less than $100.0 thousand made at
a "high cost," which is generally the rate and point triggers in the HOEPA.
Those HOEPA triggers are:

     -    An annual percentage rate exceeding 10.0 percentage points 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
          $400. The $400 is adjusted annually by the annual percentage change in
          the Consumer Price Index, and for the year 2005, was $510, according
          to the Federal Reserve Board.

SALES OF INSURANCE

Our federal bank regulatory agencies have issued consumer protection rules with
respect to the retail sale of insurance products by us, Community


                                       13

<PAGE>

Bank, or a subsidiary or joint venture of us or Community Bank. These rules
generally cover practices, solicitations, advertising or offers of any insurance
product by a depository institution or any person that performs such activities
at an office of, or on behalf of, us or Community Bank. Moreover, these rules
include specific provisions relating to sales practices, disclosures and
advertising, the physical separation of banking and nonbanking activities and
domestic violence discrimination.

CORPORATE GOVERNANCE

The Sarbanes-Oxley Act of 2002 ("SOX") has substantially changed the manner in
which public companies govern themselves and how the accounting profession
performs its statutorily required audit function. SOX makes structural changes
in the way public companies make disclosures and strengthens the independence of
auditors and audit committees. SOX requires direct responsibility of senior
corporate management, namely the Chief Executive Officer ("CEO") and Chief
Financial Officer ("CFO"), for establishing and maintaining an adequate internal
control structure and procedures for financial reporting and disclosure by
public companies.

Under SOX, audit committees will be primarily responsible for the appointment,
compensation and oversight of the work of their auditors. The independence of
the members of the audit committee is assured by barring members who accept
consulting fees from the company or are affiliated with the company other than
in their capacity as members of the board of directors.

SOX prohibits insider trades during pension fund blackout periods and requires
prompt disclosure of insider transactions in company stock, which must be
reported by the second business day following an insider transaction.
Furthermore, SOX established a new federal crime of securities fraud with
substantial penalties.

As a result of SOX, the costs to enhance our corporate governance regime and
financial reporting controls and procedures was approximately $261,300 in 2005.

COMMUNITY BANK

Community Bank's legal headquarters is located at 125 North State Street, Clarks
Summit, Lackawanna County, Pennsylvania 18411. Community Bank is a commercial
bank that seeks to provide personal attention and professional financial
assistance to its customers. Community Bank is a locally managed and oriented
financial institution established to serve the needs of individuals and small-
and medium-sized businesses. Community Bank's business philosophy includes
offering direct access to its President and other officers and providing
friendly, informed and courteous service, local and timely decision-making,
flexible and reasonable operating procedures and consistently-applied credit
policies.


                                       14

<PAGE>

AVAILABLE INFORMATION

We file reports, proxy and information statements and other information
electronically with the SEC through the Electronic Data Gathering Analysis and
Retrieval filing system. You may read and copy any materials that we file with
the SEC at the SEC's Public Reference Room located at 450 5th Street, N.W.,
Washington, DC 20549. You can obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements and other
information regarding issuers that file electronically. The SEC's website
address is http://www.sec.gov. Copies of our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act, as soon as reasonably practicable after we electronically file
such material with, or furnish it to, the SEC may be obtained without charge by
writing to Comm Bancorp, Inc., 125 North State Street, Clarks Summit, PA 18411,
Attn: Investor Relations or through our website at http://www.combk.com.

ITEM 1A. RISK FACTORS

An investment in our common stock is subject to risks inherent to the nature of
our business as a bank holding company. Like other financial institutions, we
are subject to a number of risks, many of which are outside our control. We make
every effort to manage those risks while maximizing returns. The Federal Reserve
Board has identified six major categories of risk associated with financial
institutions which include:

     -    Credit risk. The risk to earnings or capital arising from a borrower's
          failure to meet the terms of an obligation with us.

     -    Market risk. The risk to our earnings or capital arising from adverse
          movements in market rates or prices, such as interest rates, foreign
          exchange rates or equity prices.

     -    Liquidity risk. The risk to our earnings and capital rising from the
          inability to meet our obligations when they come due, because of an
          inability to liquidate assets or obtain adequate funding.

     -    Operational risk. The risk that arises from the potential that
          inadequate information systems, operational problems, internal control
          breaches, fraud, or unforeseen catastrophes will result in unexpected
          losses.

     -    Legal risk. The risk that arises from the potential that unenforceable
          contracts, lawsuits, or adverse judgements can disrupt or otherwise
          negatively affect our operations or financial position.


                                       15

<PAGE>

     -    Reputational risk. The potential that negative publicity regarding our
          business practices, whether true or not, will result in a decline in
          our customer base, costly litigation or revenue reductions.

The most significant risks in each category that we believe affect us are
described below. An investor should carefully consider these risks and
uncertainties together with all of the other information included or
incorporated by reference in this report.

CREDIT RISK

ADVERSE CHANGES IN THE ECONOMIC CONDITIONS IN GENERAL, AND IN OUR MARKET AREA
SPECIFICALLY, COULD NEGATIVELY IMPACT OUR RESULTS OF OPERATIONS AND FINANCIAL
POSITION.

Our business is directly impacted by factors such as economic, political and
market conditions and government monetary and fiscal policies. A deterioration
in economic conditions, whether caused by national or local concerns, in
particular an economic slowdown in our market area, could result in the
following consequences, any of which could adversely affect our business:

     -    Customers' credit quality may deteriorate;

     -    Collateral securing loans may decline in value;

     -    Loan delinquencies may increase;

     -    Problem assets and foreclosures may increase; and

     -    Demand for products and services may decrease.

OUR ALLOWANCE FOR LOAN LOSSES MAY NOT BE ADEQUATE TO COVER ACTUAL LOAN LOSSES.

We maintain our allowance for loan losses, through a provision for loan losses
charged to earnings, at a level we believe adequate to absorb probable credit
losses related to specifically identified loans, as well as probable incurred
losses for groups of loans collectively evaluated in the remainder of the loan
portfolio as of the balance sheet date. The level of the allowance considered
adequate to absorb probable losses for specifically identified loans is based on
estimates of the present value of expected future cash flows or the appraised
fair value of the loan's underlying collateral. We consider both historical loss
experience and a number of current environmental factors when determining the
appropriate level of the allowance for loan losses for groups of loans sharing
similar risk. The determination of the allowance for loan loss level is
inherently subjective as it requires estimates that are susceptible to
significant change. Changes in economic conditions affecting borrowers, new
information regarding existing loans, identification of additional problem loans
and other factors which may be outside our control, may require us to increase
the level of our allowance for loan losses.


                                       16

<PAGE>

MARKET RISK

CHANGES IN INTEREST RATES COULD NEGATIVELY IMPACT OUR OPERATING RESULTS OR
FINANCIAL POSITION.

Our earnings depend largely upon net interest income, which is the difference
between interest earned on interest-earning assets, loans and investments, and
interest paid on interest-bearing liabilities, deposits and borrowings. Interest
rates are highly sensitive and are influenced by monetary and fiscal policy and
economic and political conditions. Specifically, conditions such as inflation,
recession, unemployment, money supply and other factors beyond our control may
affect interest rates. If our interest-bearing liabilities mature or reprice
more quickly than interest-earning assets in a rising rate environment, our net
interest income could be adversely impacted. Conversely, in a falling rate
environment, if our interest-earning assets mature or reprice more quickly than
interest-bearing liabilities, net interest income could be adversely impacted.

Interest rate changes also affect the underlying economic value of our assets,
liabilities and off-balance sheet items. These changes arise because the present
value of future cash flows, and often the cash flows themselves, change with
interest rates. The effects of the changes in these present values reflect the
change in our underlying economic value, and provide a basis for the expected
change in future earnings related to interest rates.

LIQUIDITY RISK

IF WE FAIL TO ATTRACT CORE DEPOSITS, OUR LIQUIDITY MAY BE ADVERSELY IMPACTED AND
WE MAY HAVE TO SEEK ALTERNATIVE AND MORE EXPENSIVE FUNDING SOURCES.

Adequate liquidity is essential to our continuing operations as it affords us
the ability to meet our financial obligations as they come due. Our financial
obligations include, among others, funding new and existing loan commitments,
repaying deposit liabilities and other borrowings as they come due and paying
for operating expenses. Historically, core deposits have been our primary source
of liquidity because they are more stable and less expensive in comparison to
other sources of funds. We may be unable to attract core deposits due to adverse
economic conditions, increased competition or other reasons. As a result, we may
have to seek alternative funding sources available to us, such as liquidating
available-for-sale investment securities and exercising existing credit
arrangements with the Federal Home Loan Bank of Pittsburgh, which could
negatively impact our operating results by increasing our funding costs.


                                       17

<PAGE>

OPERATIONAL RISK

THE BANKING AND FINANCIAL SERVICES INDUSTRY IS HIGHLY COMPETITIVE, WHICH COULD
ADVERSELY AFFECT OUR OPERATING RESULTS OR FINANCIAL POSITION.

We operate in a highly competitive industry and compete for loan and deposit
products primarily with numerous commercial banks, thrifts and credit unions in
Northeastern Pennsylvania. In addition, we experience competition from finance,
mortgage banking and insurance companies and securities firms. Many of our
competitors are larger with respect to asset size and are subject to less
stringent regulatory restrictions as banks and bank holding companies. As a
result, they may be able to offer specialized products and services we cannot,
and operate with greater flexibility and at a lower cost. In addition,
technology has lowered entry barriers into the industry, increased the
geographical market area through Internet banking and made it possible for
nonbanks to offer products and services traditionally provided only by banks.
These competitive pressures could result in loss of business or we could be
forced to price products and services on less advantageous terms to attract or
retain customers, either of which would negatively impact our operating results
and financial position.

OUR INTERNAL CONTROLS AND PROCEDURES MAY FAIL TO WORK AS EXPECTED OR BE
CIRCUMVENTED.

We regularly review and update our internal controls, disclosure controls and
procedures, and corporate governance policy and procedures. Any system of
controls, however well designed and operated, can only provide reasonable, but
not absolute assurance that the objectives of the system are met. On a daily
basis, we are subject to risk resulting from, among others, breaches of internal
control systems and compliance requirements, fraud by persons inside and outside
the company, the execution of unauthorized transactions by employees and
transaction processing errors. Any of these circumstances could result in loss,
which may have a material adverse effect on our results of operations or
financial position.

EXTENDED DISRUPTION OF INFRASTRUCTURE DUE TO EXTERNAL EVENTS COULD ADVERSELY
AFFECT OUR OPERATING RESULTS OR FINANCIAL POSITION.

Our operations depend upon, among other things, our infrastructure, including
equipment and facilities. Natural disasters, fire, power loss,
telecommunications failure, computer viruses, terrorism and other events outside
of our control, could cause an extended disruption of our vital infrastructure
and result in loss of revenue and/or cause us to incur additional unexpected
expenses. In addition, certain events could affect the stability of our deposit
base, impair the ability of borrowers to repay outstanding loans or impair the
value of collateral securing loans. Although we have established business
continuity and disaster recovery plans and procedures, the occurrence of any one
of these events could still disrupt or delay normal operations and have a
similar impact on our


                                       18

<PAGE>

customers and suppliers, which may have a material adverse effect on our results
of operation or financial position.

NEW OR CHANGES TO EXISTING REGULATORY LAWS, ACCOUNTING PRINCIPLES AND
INTERPRETATIONS, AND SECURITY AND TAX LAWS COULD SIGNIFICANTLY IMPACT OUR
RESULTS OF OPERATIONS OR FINANCIAL POSITION.

The financial services industry is highly regulated. We are subject to extensive
federal and state banking regulations that are designed to protect depositors
and loan customers, not our stockholders. These regulations may limit our
ability to offer new products and services, obtain financing, attract deposits
and originate loans. These regulations, along with accounting principles and
security and tax laws, constantly evolve and change over time. They control how
we conduct business and implement strategic initiatives, and govern our
financial reporting and disclosures.

In addition, the failure of several major United States companies has resulted
in legislators, regulators, the SEC, the Financial Accounting Standards Board,
the Public Accounting Oversight Board and other authorities proposing or
adopting substantial revisions to laws, regulations and standards.

Changes to laws, regulations or standards could affect us in substantial and
unpredictable ways. Failure to comply with laws, regulations and rules could
result in sanctions by regulatory authorities, civil money penalties and/or
reputational damage, which could have a material adverse effect on our operating
results or financial position.

WE DEPEND ON THE SERVICE OF OUR EXECUTIVE OFFICERS AND THE ABILITY TO ATTRACT
AND RETAIN SKILLED PEOPLE.

Our success depends to a significant extent upon the continued service of our
executive officers and our ability to attract and retain skilled people.
Competition for such personnel can be intense in the financial services industry
and we may not be able to hire or retain the people we want or need. Unexpected
loss of one or more of our key personnel could occur and may have a material
adverse impact on our business because of the loss of employee skills, knowledge
of our market, years of experience, and the difficulty of promptly finding
qualified replacements.

LEGAL RISK

WE MAY BE A DEFENDANT IN LITIGATION OR OTHER ACTIONS.

Although we are currently not a party to any material litigation, future
litigation that arises during the normal course of business could have a
material adverse effect on our results of operations and financial position, as
well as, cause significant damage to our reputation in the communities we serve.


                                       19

<PAGE>

REPUTATIONAL RISK

NEGATIVE PUBLIC OPINION COULD DAMAGE OUR REPUTATION.

As a financial institution, our business can be significantly impacted by
negative public opinion. Negative public opinion could result from our actual or
alleged conduct in any number of activities, including, among others, lending
practices, corporate governance, employment practices, criminal activities,
insider trading and from actions taken by law enforcement and regulators in
response to those activities. Negative public opinion could adversely impact our
ability to attract and retain customers and can expose us to litigation and
regulatory actions, any of which could have a material adverse effect on our
results of operations and financial position.

OUR INFORMATION SYSTEMS MAY EXPERIENCE A BREACH IN SECURITY.

We collect, process and retain sensitive and confidential customer information
as part of our business as a financial institution. Although we have security
measures in place, our information systems may be vulnerable to security
breaches, acts of vandalism, computer hacking and viruses, misplaced or lost
data, programming or human errors or other similar events. Any breach in
security involving misappropriation, loss or other unauthorized disclosure of
confidential customer information could severely damage our reputation and
expose us to litigation and possible financial liability, any of which could
have a material adverse effect on our results of operation and financial
position.

ITEM 2. PROPERTIES

Our corporate headquarters is located at 125 North State Street, Clarks Summit,
Lackawanna County, Pennsylvania. We own this facility which has approximately
24,000 square feet and contains our main community banking office.

In addition to the above location, at December 31, 2005, we owned 10 and leased
5 retail community banking offices. We also lease an office building located at
1212 South Abington Road, Clarks Summit, Lackawanna County, Pennsylvania, which
serves as our loan operations center. We consider our properties to be suitable
and adequate for our current and immediate future purposes.

ITEM 3. LEGAL PROCEEDINGS

We, Community Bank and our subsidiaries are not parties to any legal proceedings
that could have any significant effect upon our financial condition or operating
results. In addition, we, Community Bank and our subsidiaries are not parties to
any legal proceedings under federal and state environmental laws.


                                       20

<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

We had 1,159 stockholders of record, including individual participants in
security position listings, and 1,851,816 shares of common stock, par value of
$0.33 per share, the only authorized class of common stock outstanding as of
March 15, 2006. Our common stock trades on The NASDAQ Stock Market(R) as CommBcp
under the symbol "CCBP." The high and low closing sale prices and dividends per
share of our common stock for the four quarters of 2005 and 2004 are summarized
in the following table:

<TABLE>
<CAPTION>
                                   DIVIDENDS
2005:             HIGH      LOW     DECLARED
-----            ------   ------   ---------
<S>              <C>      <C>      <C>
First quarter    $43.00   $40.50     $0.23
Second quarter    42.72    39.76      0.23
Third quarter     43.16    39.25      0.23
Fourth quarter   $41.99   $36.45     $0.23
</TABLE>

<TABLE>
<CAPTION>
                                   DIVIDENDS
2004:             HIGH      LOW     DECLARED
-----            ------   ------   ---------
<S>              <C>      <C>      <C>
First quarter    $40.87   $38.06     $0.22
Second quarter    41.45    38.78      0.22
Third quarter     41.00    39.20      0.22
Fourth quarter   $41.78   $39.20     $0.22
</TABLE>

We have paid cash dividends since 1983. It is our present intention to continue
the dividend payment policy, although the payment of future dividends must
necessarily depend upon earnings, financial position, appropriate restrictions
under applicable law and other factors relevant at the time the Board of
Directors considers any declaration of dividends. For information on dividend
restrictions on us and Community Bank, refer to our consolidated financial
statements and notes to these statements filed at Exhibit 13 to this report and
incorporated in their entirety by reference under this Item 5.


                                       21

<PAGE>

The following table presents information with respect to purchases made by or on
behalf of us or any "affiliated purchaser," as defined in the Exchange Act Rule
10b-18(a)(3), of our common stock during each of the 12 months ended December
31, 2005:

<TABLE>
<CAPTION>
                                                      TOTAL NUMBER OF         MAXIMUM NUMBER
                       TOTAL NUMBER     AVERAGE       SHARES PURCHASED     OF SHARES THAT MAY
                         OF SHARES    PRICE PAID    AS PART OF PUBLICLY       YET BE PURCHASED
MONTH ENDING             PURCHASED     PER SHARE   ANNOUNCED PROGRAMS(1)   UNDER THE PROGRAMS(1)
------------           ------------   ----------   ---------------------   ---------------------
<S>                    <C>            <C>          <C>                     <C>
January 31, 2005....                                                               67,808
February 28, 2005...                                                               67,808
March 31, 2005......                                                               67,808
April 30, 2005......       4,144        $41.26              4,144                  63,664
May 31, 2005........       1,500         40.36              1,500                  62,164
June 30, 2005.......                                                               62,164
July 31, 2005.......       1,500         40.10              1,500                  60,664
August 31, 2005.....       2,100         41.80              2,100                  58,564
September 30, 2005..       1,400         39.70              1,400                  57,164
October 31, 2005....       9,700         37.80              9,700                  47,464
November 30, 2005...         250         40.42                250                  47,214
December 31, 2005...                                                               47,214
                          ------        ------             ------
   Total............      20,594        $39.42             20,594
                          ======        ======             ======
</TABLE>


(1)  On March 17, 2004, the Board of Directors approved the 2004 Stock
     Repurchase Program authorizing the repurchase of up to 57,221 shares, which
     was amended on November 17, 2004, to allow for the repurchase of up to an
     additional 55,931 shares. As of December 31, 2005, there were 47,214 shares
     available for repurchase under this Program. The 2004 Stock Repurchase
     Program has no expiration date.

ITEM 6. SELECTED FINANCIAL DATA

The information called for by this item is filed at Exhibit 13 to this report
and is incorporated in its entirety by reference under this Item 6.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The information called for by this item is filed at Exhibit 13 to this report
and is incorporated in its entirety by reference under this Item 7.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information called for by this item is filed at Exhibit 13 to this report
and is incorporated in its entirety by reference under this Item 7A.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements and notes to these statements are filed at
Exhibit 13 to this report and are incorporated in their entirety by reference
under this Item 8.

The supplementary data is filed at Exhibit 13 to this report and is incorporated
in its entirety by reference under this Item 8.


                                       22

<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF OUR DISCLOSURE CONTROLS AND INTERNAL CONTROLS

As of December 31, 2005, the end of the period covered by this Annual Report on
Form 10-K, our CEO and CFO evaluated the effectiveness of our disclosure
controls and procedures as defined in Rule 13a-15(e) under the Exchange Act.
Based upon that evaluation, the CEO and CFO concluded that as of the period
covered by this Annual Report on Form 10-K, we maintained effective disclosure
controls and procedures.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting as
defined in Rule 13a-15(f) under the Exchange Act during the fourth quarter of
our fiscal year ended December 31, 2005, that materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

At December 31, 2005, we had 13 directors. Our directors are elected at each
annual meeting of stockholders for a one-year term and until their successors
are duly elected and qualified. A majority of the directors have been determined
by the Board of Directors to satisfy the independence requirements mandated by
the SEC, The NASDAQ Stock Market(R) and any related banking laws.


                                       23
<PAGE>

The following information is presented for each of our current directors, all of
whom have been nominated to become a director at our 2006 Annual Stockholders
Meeting.

<TABLE>
<CAPTION>
                             AGE AS OF                                                   DIRECTOR
          NAME            MARCH 15, 2006     PRINCIPAL OCCUPATION FOR PAST FIVE YEARS      SINCE
          ----            --------------     ----------------------------------------    --------
<S>                       <C>              <C>                                           <C>
David L. Baker                  60         Senior Vice President of Community Bank.        1988
Thomas M. Chesnick              71         Retired.                                        2000
William F. Farber, Sr.          69         President and Chief Executive Officer of        1983
                                           Comm Bancorp, Inc. and Community Bank.
Judd B. Fitze                   54         Partner in Farr, Davis & Fitze, a law firm.     1995
Dean L. Hesser                  39         President of Tom Hesser Chevrolet, Inc. and     2003
                                           Tom Hesser Nissan, LLC, automobile
                                           dealerships.
John P. Kameen                  64         Publisher of The Forest City News.              1983
William A. Kerl                 69         President of Carbondale Concrete Company,       2000
                                           Inc. and Kerl Coal, Oil and Trucking
                                           Company, Inc.
Erwin T. Kost                   62         President of Kost Tire Distributors, Inc.       1997
Susan F. Mancuso                54         Partner in Mancuso & Mancuso, Accounting &      2003
                                           Tax Service.
Robert A. Mazzoni               57         Judge of the Court of Common Pleas of           2000
                                           Lackawanna County.
J. Robert McDonnell             70         Owner of McDonnell's Restaurant.                1983
Joseph P. Moore, III(1)         54         Auto Dealer, Manheim Imports, an automobile     2000
                                           dealership from May, 2003 to 2005.
                                           President of J.J. Motors, Inc., an
                                           automobile dealership 2001 to May, 2003.
Eric G. Stephens                54         Auto Dealer, H.L. Stephens & Son,               1988
                                           an automobile dealership.
</TABLE>

(1)  A son of Joseph P. Moore, Jr., who owns beneficially more than 5.0 percent
     of our common stock.


                                       24

<PAGE>

COMMITTEES

Our Board of Directors has two standing committees, namely the Nominating and
Corporate Governance Committee and the Joint Audit Committee, which also serves
as the audit committee for Community Bank. Each member of these committees
satisfies the independence requirements applicable to the SEC, The NASDAQ Stock
Market(R) and any related banking laws.

The Nominating and Corporate Governance Committee assists the Board of Directors
in fulfilling their corporate oversight responsibilities. The primary duties of
this committee are to:

     -    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.

The following directors are members of the Nominating and Corporate Governance
Committee: Robert A. Mazzoni, Chairperson; Dean L. Hesser; Joseph P. Moore, III
and Eric G. Stephens. The Nominating and Corporate Governance Committee operates
pursuant to a Charter approved and adopted by our Board of Directors. A copy of
our written Charter of the Nominating and Corporate Governance Committee is
filed at Exhibit 99(ii) to our Annual Report on Form 10-K for the year ended
December 31, 2003, Commission File Number: 0-17455, and is incorporated in its
entirety by reference into this report. The text of the Charter of the
Nominating and Corporate Governance Committee and our Bylaws are posted on our
website at http://www.combk.com. Copies of this Charter will be provided,
without charge, upon written request to Comm Bancorp, Inc., 125 North State
Street, Clarks Summit, PA 18411, Attn: Investor Relations.

The Joint Audit Committee is responsible for assisting the Boards of Directors'
oversight of:

     -    The integrity of our financial statements;

     -    The audit by the independent registered public accounting firm of our
          financial statements;

     -    Our report on internal controls;

     -    The independent registered public accounting firm's and internal
          auditing firm's qualifications and independence; and

     -    The performance of our internal audit function.


                                       25

<PAGE>

The following directors are members of the Joint Audit Committee: Susan F.
Mancuso, Chairperson; Thomas M. Chesnick; Robert A. Mazzoni; and Joseph P.
Moore, III. The Joint Audit Committee operates pursuant to a Charter approved
and adopted by our Board of Directors. A copy of our written Charter of the
Joint Audit Committee is filed at Exhibit 99(i) to our Annual Report on Form
10-K for the year ended December 31, 2003, Commission File Number: 0-17455, and
is incorporated in its entirety by reference into this report. The text of this
Charter is posted on our website at http://www.combk.com. Copies of this Charter
will be provided, without charge, upon written request to Comm Bancorp, Inc.,
125 North State Street, Clarks Summit, PA 18411, Attn: Investor Relations.

Our Board of Directors has identified Mrs. Mancuso as the Joint Audit
Committee's financial expert. Mrs. Mancuso is a licensed Pennsylvania public
accountant. Mrs. Mancuso received degrees of a Bachelor of Science in Accounting
and a Master of Business Administration. From 1976 to the present, she has
practiced in the area of taxation, specializing in taxation and financial
advisement. During the years 1980 through 1986, she was engaged to perform
governmental and school audits. She is a licensed Accredited Tax Preparer and
Tax Advisor and member of the National Society of Public Accountants and the
Pennsylvania Society of Public Accountants.

In fulfilling its oversight responsibilities, the Joint Audit Committee reviewed
with us the audited financial statements and the footnotes to those statements
for our fiscal year 2005 Annual Report to Stockholders and discussed with us the
quality, not just the acceptability, of the accounting principles, the
reasonableness of significant judgments and the clarity of disclosures in the
financial statements.

The Joint Audit Committee reviewed and discussed with the independent registered
public accounting firm their judgments as to the quality, not just the
acceptability, of our accounting principles and such other matters required to
be discussed by the Joint Audit Committee with the independent registered public
accounting firm under the auditing standards of the Public Company Accounting
Oversight Board (United States). Our independent registered public accounting
firm has expressed the opinion that our audited financial statements present
fairly, in all material respects, our financial position, the results of
operations and cash flows for the fiscal year 2005, in conformity with United
States generally accepted accounting principles.

The Joint Audit Committee discussed with the independent registered public
accounting firm their independence from us and our management, and received from
them the written disclosures and the letter required by the Independence
Standards Board Standard No. 1, "Independence Discussions with Audit
Committees."

Prior to the issuance of this report, the Joint Audit Committee discussed with
the independent registered public accounting firm matters, required to be
discussed by Statement on Auditing Standards No. 61, "Communication with


                                       26

<PAGE>

Audit Committees," including the overall scope and plans for their respective
audits. In addition, the Joint Audit Committee met with the internal auditing
firm, the internal auditor and the independent registered public accounting firm
to discuss the results of their examinations, their evaluations of our internal
controls and the overall quality of our financial reporting.

In reliance on the reviews and discussions referred to above, the Joint Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in this report. The Joint Audit Committee also
recommended to the Board of Directors the selection of Kronick Kalada Berdy &
Co., Certified Public Accountants, to serve as our independent registered public
accounting firm.

DIRECTOR QUALIFICATIONS AND NOMINATING PROCESS

The Nominating and Corporate Governance Committee is responsible to search for
qualified candidates for director for us and Community Bank. The Committee
performs its nominating function in accordance with the Charter of the
Nominating and Corporate Governance Committee and our Bylaws. In making
recommendations for nomination as a director, the committee reviews and
considers the qualifications, strengths and abilities of the potential
candidates, including new candidates that may be identified from time to time
through our internal search and review procedures or as a result of stockholder
recommendations. For new candidates, the review process becomes more involved as
it becomes increasingly likely that a particular candidate may be recommended
for nomination. In deciding whether to recommend the re-nomination of an
incumbent director or the nomination of a director who previously served as an
officer or director, the committee considers their prior performance as a
director or officer. The committee also makes specific recommendations to the
Board regarding the directors who it believes should be appointed to particular
committees of the Board, based upon its review and assessment of the
qualifications and abilities of the individual directors and the differing
functions and membership requirements of the committees.

The committee works with the Board, on an ongoing basis, to identify the
particular qualities and abilities that we generally seek in our directors, and
the mix of experience, expertise and attributes that are sought or required for
the Board as a whole. These qualities and attributes include, but are not
limited to, integrity, business acumen, financial literacy and community
involvement. Target attributes for our Board as a whole include independence,
diversity of background and experience, and a range of expertise across all
areas vital to corporate governance, including financial expertise and knowledge
of the banking business. All candidates for nomination are evaluated against
these target qualities and attributes, as well as our particular needs at the
time, both on the Board and on committees of the Board. The committee will
determine, in its sole discretion, whether a nominee meets the quality and
attribute standards.


                                       27

<PAGE>

The committee oversees the internal procedures, adopted from time to time, to
assist in the identification of suitable candidates to serve as directors. The
committee also has the authority to retain professional consultants to assist in
the task of identifying possible candidates, although it did not do so in 2005.

The Board gives substantial weight to the recommendations of the Nominating and
Corporate Governance Committee in selecting nominees for election or appointment
as directors. Under normal circumstances, the Board will not select nominees,
including incumbent directors, who have not been recommended by a majority of
the Nominating and Corporate Governance Committee members.

Under Section 10.1 of our Amended and Restated Bylaws, a stockholder may also
nominate a person for director to be elected at our annual meeting. A
stockholder must submit a nomination for director to the Secretary of the Board
of Directors, in writing, no later than the close of business on the 60th day
preceding the date for the annual meeting. This notification must contain the
following information:

     -    The nominee's name and address;

     -    The nominee's principal occupation;

     -    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.

Under Section 10.3, a person is not qualified to serve as a director if he or
she:

     -    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


                                       28

<PAGE>

     -    Has been nominated by a person who would be disqualified from serving
          as our director under the above eligibility requirements.

If a stockholder's nomination is not timely and in proper form or in accordance
with the above requirements, the nominee will not be recommended by the
Nominating and Corporate Governance Committee for consideration by the full
Board of Directors. Furthermore, nominations not timely and in proper form,
shall be disregarded by the presiding officer of the annual meeting, and upon
his or her instruction, the vote tellers may disregard all votes cast for such
nominee.

COMMUNICATIONS WITH DIRECTORS

Stockholders and other interested parties who wish to communicate with our
directors may do so by writing to Comm Bancorp, Inc., 125 North State Street,
Clarks Summit, PA 18411, Attn: Investor Relations-Corporate Secretary. The
Office of the Corporate Secretary will forward such written correspondence to
the applicable director or to the Nominating and Corporate Governance Committee
if such correspondence is not addressed to a specific director. Periodically,
the Nominating and Corporate Governance Committee will summarize all stockholder
communications it has received and will make all such communications available
for the directors' review. In order to efficiently process all stockholder
communications, the Nominating and Corporate Governance Committee, with the
Board's approval, may seek the assistance of counsel or advisors in reviewing
and evaluating particular communications. In all cases, the complete text of
communications will be made available to the directors in an appropriate and
timely manner.


                                       29

<PAGE>

EXECUTIVE OFFICERS

Our executive officers are appointed by the Board of Directors and serve at the
will of the Board of Directors, subject to certain change in control agreements
discussed later in this report.

The following information is presented for our executive officers:

<TABLE>
<CAPTION>
                                                        HELD   EMPLOYEE      AGE AS OF
NAME AND POSITION                                      SINCE     SINCE    MARCH 15, 2006
-----------------                                      -----   --------   --------------
<S>                                                    <C>     <C>        <C>
William R. Boyle                                        2001    2001            46
Senior Vice President and Chief Credit Officer
William F. Farber, Sr.                                  2001    2001            69
President and Chief Executive Officer,
Chairman of the Board
John P. Kameen                                          1996        (1)         64
Secretary
J. Robert McDonnell                                     1983        (1)         70
Vice Chairman
Scott A. Seasock                                        1989    1989            48
Executive Vice President and Chief Financial Officer
</TABLE>

(1)  Not our employee or an employee of Community Bank. These persons do not
     receive any additional fees for serving as Executive Officers.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Executive officers, directors and "beneficial owners" of more than 10.0 percent
of our common stock must file initial reports of ownership and reports of
changes in ownership with the SEC and The NASDAQ Stock Market(R) pursuant to
Section 16(a).

We have reviewed the reports and written representations from the executive
officers and directors. Based on this review, we believe that all filing
requirements were met during 2005 with the exception of the following: on
December 1, 2005, William A. Kerl, a director, purchased 100 shares of our
common stock at a price of $40.50 per share or $4,050 in the aggregate. A Form 4
was required to be filed on or before December 3, 2005. Mr. Kerl failed to do
so. Mr. Kerl filed his Form 4 with the SEC for this purchase on December 13,
2005.

CODES OF ETHICS AND BUSINESS CONDUCT

The Boards of Directors of us and Community Bank have adopted a Code of Ethics
that applies to the CEO and Principal Executive Officer, CFO and Principal
Financial Officer, and the Vice President of Finance and


                                       30

<PAGE>

Principal Accounting Officer (collectively referred to as the "Senior Financial
Officers"). This Code of Ethics for Senior Financial Officers is designed to
deter wrongdoing and to promote the following, among other responsibilities:

     -    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.

In addition, all of our employees, including our Senior Financial Officers, are
required to abide by our Code of Business Conduct to ensure that our business is
conducted in a consistently legal and ethical manner. This Code of Business
Conduct forms the foundation of a comprehensive process that includes compliance
with all corporate policies and procedures, an open relationship among
colleagues that contributes to good business conduct, and an abiding belief in
the integrity of our employees. Our policies and procedures cover all areas of
professional conduct, including employment policies, conflicts of interest,
intellectual property and the protection of confidential information, as well as
strict adherence to all laws and regulations applicable to the conduct of our
business.

Employees are required to report any conduct they believe in good faith to be an
actual or apparent violation of the standards contained in our Code of Business
Conduct or any other unusual or suspicious business arrangement or behavior. SOX
requires audit committees to have procedures to receive, retain and treat
complaints received regarding accounting, internal accounting controls or
auditing matters and to allow for the confidential and anonymous submission by
employees of concerns regarding questionable accounting or auditing matters. We
currently have such procedures in place.

In addition, the members of our Board of Directors are required to comply with
the Code of Business Conduct, which is intended to focus the Board and the
individual directors on areas of ethical risk, help directors recognize and deal
with ethical issues, provide mechanisms to report unethical conduct and foster a
culture of honesty and accountability. The Code of Business Conduct covers all
areas of professional conduct relating to service on the Board, including
conflicts of interest, unfair or unethical use of corporate opportunities,
strict maintenance of confidential


                                       31

<PAGE>

information, compliance with all applicable laws and regulations and oversight
of ethics and compliance by our employees.

A copy of our written Code of Ethics for Senior Financial Officers has been
filed as Exhibit 14 to our Annual Report on Form 10-K for the year ended
December 31, 2003, Commission File Number: 0-17455, and is incorporated in its
entirety by reference into this report. The text of the Codes of Ethics for
Senior Financial Officers and Business Conduct are posted on our website at
http://www.combk.com. Copies of our Codes of Ethics for Senior Financial
Officers and Business Conduct will be provided, without charge, upon written
request to Comm Bancorp, Inc., 125 North State Street, Clarks Summit, PA 18411,
Attn: Investor Relations. Any amendment to, or waiver from, the provisions of
the Code of Ethics for Senior Financial Officers that require disclosure under
applicable rules of the SEC or The NASDAQ Stock Market(R) will be disclosed
along with the reasons for the amendment or waiver in Item 10 of a current
report on Form 8-K and posted on our website.

ITEM 11. EXECUTIVE COMPENSATION

This section of the report contains a chart that shows the amount of
compensation earned by our executive officers whose salary and bonus exceeded
$100,000. It also contains the performance graph comparing our performance
relative to a peer group and the report of our executive compensation committee
explaining the compensation philosophy for our most highly paid officers.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                               LONG-TERM COMPENSATION
                                                                           ------------------------------
                                          ANNUAL COMPENSATION                     AWARDS          PAYOUTS
                              ------------------------------------------   --------------------   -------
                                                            OTHER ANNUAL             RESTRICTED     LTIP      ALL OTHER
                                      SALARY      BONUS     COMPENSATION   OPTIONS      STOCK     PAYOUTS   COMPENSATION
     NAME AND POSITION        YEAR      ($)        ($)         ($)(3)        (#)         (#)        ($)        ($)(4)
     -----------------        ----   --------    -------    ------------   -------   ----------   -------   ------------
<S>                           <C>    <C>         <C>        <C>            <C>       <C>          <C>       <C>
William F. Farber, Sr.        2005   205,688(1)  11,500(2)       -0-         -0-         -0-        -0-         7,542
President and                 2004   202,805(1)  11,500(2)       -0-         -0-         -0-        -0-         6,621
Chief Executive Officer       2003   188,872(1)  11,500(2)       -0-         -0-         -0-        -0-         6,446
Scott A. Seasock              2005   137,086     14,128          -0-         -0-         -0-        -0-         7,176
Executive Vice President      2004   135,407     12,000          -0-         -0-         -0-        -0-         6,441
and Chief Financial Officer   2003   115,319     12,000          -0-         -0-         -0-        -0-         5,966
William R. Boyle              2005   134,952      7,000          -0-         -0-         -0-        -0-         6,978
Senior Vice President         2004   135,386      6,500          -0-         -0-         -0-        -0-         6,242
and Chief Credit Officer      2003   109,494      5,000          -0-         -0-         -0-        -0-         5,427
</TABLE>

(1)  Includes director fees of $60,000 in 2005, 2004 and 2003.

(2)  Includes director bonus of $1,500 in 2005, 2004 and 2003.

(3)  Aggregate perquisites and other personal benefits were less than 10.0
     percent of the salary and bonus reported, and therefore, need not be
     presented.

(4)  Represents contributions Community Bank made on behalf of Mr. Farber, Mr.
     Seasock and Mr. Boyle pursuant to the defined contribution plan.


                                       32
<PAGE>

Executive officer compensation is determined by the Executive Compensation
Committee of Community Bank's Board of Directors. Salaries and bonuses for the
executive officers are reviewed annually. All executive compensation is paid by
Community Bank to the applicable executive.

EXECUTIVE COMPENSATION COMMITTEE REPORT

We do not have an Executive Compensation Committee and no compensation was paid
to Mr. Farber, President and CEO; Mr. Seasock, Executive Vice President and CFO;
or Mr. Boyle, Senior Vice President and Chief Credit Officer ("CCO")
(collectively, the "Executive Officers") by us in 2005. All compensation was
paid by Community Bank.

COMPOSITION OF COMMITTEE

Community Bank has an Executive Compensation Committee comprised of five of our
directors who also serve as directors of Community Bank. All members of the
Executive Compensation Committee meet the independence standards contained in
Rule 4200(a)(15) of the listing rules for The NASDAQ Stock Market(R). The
Executive Compensation Committee is solely responsible for the compensation
decisions involving the Executive Officers. None of the Executive Officers
participate in discussions or decisions concerning their compensation.

OBJECTIVES OF EXECUTIVE COMPENSATION

Our executive compensation policy aims to:

     -    Link the executive's goals with the interests of the stockholders;

     -    Support our strategic business plan and long-term development;

     -    Tie a portion of the executive's compensation to our overall
          performance; and

     -    Attract and retain talented management.

TYPE OF COMPENSATION

We utilize annual compensation which includes salary, bonus and contributions to
Community Bank's defined contribution plan on behalf of the Executive Officers.
We do not have any long-term compensation program including those that are based
upon the award of stock options and restricted stock or other long-term
incentive awards.

FACTORS CONSIDERED IN DETERMINING COMPENSATION

The Executive Compensation Committee bases their decision on an Executive
Officer's annual salary and bonus based on the following criteria, with the
exception of Mr. Seasock's bonus, which is based on a formula for us achieving a
certain return on average assets and percentage increase in net income ranges:


                                       33

<PAGE>

     -    A report prepared by an independent consulting firm, which compares
          base salaries and bonuses of other commercial banking institutions of
          similar size on a regional basis for similar positions and
          responsibilities;

     -    An inflation index based on the latest Northeastern Pennsylvania
          Consumer Price Index;

     -    The overall annual improvement in our consolidated balance sheet and
          consolidated statements of income and comprehensive income; and

     -    The Executive Compensation Committee's judgment on the extent of
          support the Executive Officer provided us in meeting our strategic
          business plan and long-term development.

Under the bonus formula for Mr. Seasock, the achievement ranges for return on
average assets and percentage increase in net income are given equal weightings.
The minimum achievement ranges were 1.00 percent to 1.05 percent for return on
average assets and 5.0 percent to 5.9 percent for the percentage increase in net
income for 2005. The Executive Compensation Committee has the discretion to
award bonuses in excess of the amounts calculated pursuant to this bonus
formula.

Discretionary annual contributions to Community Bank's defined contribution plan
on behalf of the Executive Officers are proportional to the Executive Officers'
salaries as a percentage of the total amount of annual salaries paid to all
employees. In addition, we make contributions, on behalf of the Executive
Officers, to the defined contribution plan in accordance with an amendment to
the plan under section 401(k) of the Internal Revenue Code ("401(k)").

CONCLUSION ON ANNUAL COMPENSATION

Annual compensation for our Executive Officers includes salary, bonus and
contributions to Community Bank's defined contribution plan. This is similar to
the compensation programs for most of our peer group banking companies. The
Executive Compensation Committee has determined that the 2005 compensation for
the President and CEO of $224,730, the Executive Vice President and CFO of
$158,390 and the Senior Vice President and CCO of $148,930 were appropriate in
light of our performance accomplishments. The base salaries and bonuses of our
Executive Officers was in the 60.0 percentile compared to similar sized
commercial banking institutions based on the report of the independent
consulting firm. We intend to pay salaries at the median range of the peer group
banking companies that are represented in this report.


                                       34

<PAGE>

                        EXECUTIVE COMPENSATION COMMITTEE

                                  Judd B. Fitze
                                 John P. Kameen
                                  Erwin T. Kost
                               J. Robert McDonnell
                                Eric G. Stephens

ESTIMATED RETIREMENT BENEFITS

Community Bank has a defined contribution plan, which covers all employees who
have completed 1,000 hours of service, attained twenty-one (21) years of age and
have been employed by Community Bank for at least one year. Normal retirement
age is sixty-five (65). The normal retirement benefit is the accumulated account
balance of contributions, investment income and forfeitures. The annual
contribution is determined by the Board of Directors and is based on a
prescribed percentage of annual net income allocated to each participant on a
pro-rata share of compensation covered under the plan. Investment income is
allocated to each participant based on a pro-rata share of the account balances
accumulated at the beginning of the year. Forfeitures are allocated to each
participant based on a pro-rata share of compensation covered under the plan.

The defined contribution plan includes a 401(k) feature. This feature of the
plan permits employees to make voluntary, pre-tax contributions up to 25.0
percent of their compensation. Our contributions to the 401(k) are based on
100.0 percent matching of voluntary contributions up to 3.0 percent of the
employee's eligible compensation. If a participant separates from service prior
to retirement, the participant will be entitled to 100.0 percent (100%) of their
contributions made under the 401(k) and also a portion of Community Bank's
matching 401(k) contributions and annual discretionary contributions based on
years of service according to the following schedule:

<TABLE>
<CAPTION>
Years of Service   Vested Interest
----------------   ---------------
<S>                <C>
  Less than 1              0%
       1                  20%
       2                  40%
       3                  60%
       4                  80%
       5                 100%
</TABLE>

A participant is always 100.0 percent (100%) vested in pension plan transferred
balances.

During 2005, annual discretionary contributions of $103,105 were allocated among
participants' accounts under the defined contribution plan. Discretionary
matching contributions under the 401(k) feature of the plan totaled $137,320 in
2005. Community Bank contributed $7,542 for Mr. Farber, $7,176 for Mr. Seasock
and $6,978 for Mr. Boyle to the plan in 2005. Mr. Farber has five (5) years, Mr.
Seasock has nineteen (19) years and Mr. Boyle has twenty-one (21) years of
credited service under the plan.


                                       35

<PAGE>

EXECUTIVE EMPLOYMENT AGREEMENTS

We have entered into written ongoing employment agreements with Scott A.
Seasock, Executive Vice President and CFO, and William R. Boyle, Senior Vice
President and CCO.

The employment agreements contain severance payments based on non-renewal of the
agreements or a change in control of us or Community Bank. In the event that we
give notice of our intent not to renew the employment agreement, then the
affected officer may, at his sole discretion, terminate his employment and
receive a severance payment equal to 24 months of his then current salary plus
any vested employee benefits.

If a change in control of us or Community Bank has occurred and the officer is
terminated by reason of such change in control or for any other good reason,
then we or our successor is obligated to pay the terminated officer his then
current salary and maintain his long-term disability and medical benefits for a
period of 24 months. All other benefits of the officer shall cease upon
termination under one of these conditions.

A change in control under these agreements is defined as:

     -    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 Boards of Directors; or

     -    At any time during any 24 consecutive months commencing with the date
          of the 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 boards' membership
          were the result of death, voluntary resignation or retirement.

A termination for good reason under these agreements is defined as:

     -    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 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.


                                       36

<PAGE>

FIVE-YEAR PERFORMANCE GRAPH

The following line graph compares the cumulative total stockholder return on our
common stock, based on the market price change and assumes reinvestment of
dividends, with the cumulative total return of the index for The NASDAQ Stock
Market(R) Composite and the index for Mid-Atlantic Bank Stocks (Delaware,
Maryland, New Jersey, New York, Pennsylvania and Washington, D.C. Companies)
during the five-year period ended December 31, 2005. The stockholder return
shown on the graph and table below is not necessarily indicative of future
performance.

                               (PERFORMANCE GRAPH)

<TABLE>
<CAPTION>
                                           2000   2001    2002    2003    2004    2005
                                          -----   ----   -----   -----   -----   -----
<S>                                       <C>     <C>    <C>     <C>     <C>     <C>
Comm Bancorp, Inc. ....................   100.0   95.1   120.7   132.3   149.5   153.0
The NASDAQ Stock Market(R) Composite ..   100.0   79.2    54.4    82.1    89.6    91.5
Mid-Atlantic Bank Stocks ..............   100.0   94.2    72.5   103.1   109.1   111.1
</TABLE>

NOTES:

A.   The lines represent monthly index levels derived from compounded daily
     returns that include all dividends.

B.   The indices are reweighed daily, using the market capitalization on the
     previous trading day.

C.   If the monthly interval, based on the fiscal year-end, is not a trading
     day, the preceding trading day is used.

D.   The index level for all series was set to $100.0 on 12/31/00.


                                       37

<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

This section describes how much stock our directors and executive officers own.
It also describes the persons or entities that own more than 5.0 percent of our
voting stock.

STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

This table indicates the number of shares of our common stock owned by the
directors and executive officers as of March 15, 2006. The aggregate percentage
of shares owned by all directors and executive officers is 16.96 percent. Unless
otherwise noted, each individual has sole voting and investment power for the
shares indicated below.

<TABLE>
<CAPTION>
                                           AMOUNT AND NATURE OF
NAME OF INDIVIDUAL OR IDENTITY OF GROUP   BENEFICIAL OWNERSHIP(1)   PERCENT OF CLASS
---------------------------------------   -----------------------   ----------------
<S>                                       <C>                       <C>
David L. Baker                                   13,577.609                 --
William R. Boyle(2)                               2,440.221                 --
Thomas M. Chesnick                               26,756.832               1.44%
William F. Farber, Sr.                          152,460.000               8.23%
Judd B. Fitze                                    15,362.353                 --
Dean L. Hesser                                    1,000.000                 --
John P. Kameen                                   20,572.000               1.11%
William A. Kerl                                  16,725.647                 --
Erwin T. Kost                                    10,407.024                 --
Susan F. Mancuso                                  3,389.931                 --
Robert A. Mazzoni                                   100.000                 --
J. Robert McDonnell                              35,139.000               1.90%
Joseph P. Moore, III                                100.000                 --
Scott A. Seasock(2)                               7,157.320                 --
Eric G. Stephens                                  8,903.479                 --
All Directors and Executive Officers as
   a group (13 Directors, 5 Executive
   Officers, 15 persons in total)               314,091.416              16.96%
</TABLE>

(1)  Includes shares held: (i) directly; (ii) jointly with spouse; (iii) by
     spouse; (iv) jointly with various relatives; (v) by the transfer agent in
     our dividend reinvestment account; (vi) individually in employee benefit
     plans; and (vii) in various trusts.

(2)  Executive officer, not a director.


                                       38

<PAGE>

VOTING STOCK OWNED BY "BENEFICIAL OWNERS"

The following are the persons or entities known by us to own beneficially more
than 5.0 percent of our common stock as of March 15, 2006.

<TABLE>
<CAPTION>
   NAME AND ADDRESS      NUMBER OF SHARES(1)   PERCENT OF CLASS
   ----------------      -------------------   ----------------
<S>                      <C>                   <C>
Joseph P. Moore, Jr.         162,935.000             8.80%
400 Williamson Road
Gladwyne, PA 19035

William F. Farber, Sr.       152,460.000             8.23%
Crystal Lake Road
R.R.1, Box 1281
Carbondale, PA 18407
</TABLE>

(1)  Includes shares held: (i) directly; and (ii) in various trusts.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We encourage our directors and executive officers to have banking and financial
transactions with Community Bank. All of these transactions are made on
comparable terms and with similar interest rates as those prevailing for other
customers.

The total consolidated loans made by Community Bank at December 31, 2005, to our
directors and officers as a group, members of their immediate families and
companies in which they have a 10.0 percent or more ownership interest was $5.5
million or 11.1 percent of our total consolidated capital accounts. The largest
aggregate balance for these loans in 2005 was $6.0 million or 12.1 percent of
our total consolidated capital accounts. During 2005, advances and repayments on
these loans were $10.2 million and $10.1 million. These loans did not involve
more than the normal risk of collectibility nor did they present any other
unfavorable features.

From time to time, we engage Judd B. Fitze to represent us as our attorney. Mr.
Fitze is a director of us and Community Bank. Mr. Fitze billed $9,107 in 2005
for his legal services on our behalf.


                                       39
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The fees billed for professional services rendered by our independent registered
public accounting firm for each of the two years ended December 31, 2005 and
2004, are summarized as follows:

<TABLE>
<CAPTION>
 YEAR ENDED DECEMBER 31,     2005      2004
 -----------------------   -------   -------
<S>                        <C>       <C>
Audit fees(1) ..........   $59,015   $53,801
Audit-related fees(2) ..    11,540     4,555
Tax fees(3) ............     6,590     8,156
Other fees(4) ..........     8,625     7,975
                           -------   -------
   Total ...............   $85,770   $74,487
                           =======   =======
</TABLE>

(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)  Audit-related fees consist of fees billed for services rendered for
     assurance and related services on our employee benefit plan and to comply
     with FDICIA.

(3)  Tax fees consist of fees billed for services rendered for the preparation
     of federal and state tax returns, tax compliance, tax advice and tax
     planning.

(4)  Other fees consist of fees billed for services rendered for performing
     agreed upon procedures with regard to our Trust and Wealth Management
     Division and those required by the Federal National Mortgage Corporation.

The Audit Committee's pre-approval policies and procedures related to products
and services provided by its independent registered public accounting firm are
set forth in the Charter of the Joint Audit Committee of us and Community Bank.
For the two years ended December 31, 2005 and 2004, all of the audit fees,
audit-related fees, tax fees and other fees were pre-approved by the Audit
Committee.

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.


                                       40

<PAGE>

(b)  Exhibits required by Item 601 of Regulation S-K:

<TABLE>
<CAPTION>
Exhibit Number Referred to
Item 601 of Regulation S-K                 Description of Exhibit
--------------------------   -------------------------------------------------
<S>                          <C>
            2                                      None.
            3(i)                                   None.
            3(ii)                                  None.
            4                                      None.
            9                                      None.
           10                                      None.
           11                                      None.
           12                                      None.
           13                Portions of the Annual Report to Stockholders for
                             Fiscal Year Ended December 31, 2005.
           14                                      None.
           16                                      None.
           18                                      None.
           21                List of Subsidiaries.
           22                                      None.
           23                                      None.
           24                                      None.
           31(i)             CEO certification pursuant to Section 302 of the
                             Sarbanes-Oxley Act of 2002.
                             CFO certification pursuant to Section 302 of the
                             Sarbanes-Oxley Act of 2002.
           32                CEO certification pursuant to Section 906 of the
                             Sarbanes-Oxley Act of 2002.
                             CFO certification pursuant to Section 906 of the
                             Sarbanes-Oxley Act of 2002.
           33                                 Not Applicable.
           34                                 Not Applicable.
           35                                 Not Applicable.
           99                                      None.
          100                                 Not Applicable.
</TABLE>


                                       41

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto, duly authorized.

COMM BANCORP, INC.                      Date
(Registrant)


BY: /s/ William F. Farber, Sr.          March 15, 2006
    ---------------------------------
    William F. Farber, Sr.,
    President and Chief Executive
    Officer Chairman of the Board
    (Principal Executive Officer)

Pursuant to the requirements of the Exchange Act, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.

<TABLE>
<CAPTION>
        Signature and Capacity               Date
        ----------------------               ----
<S>                                     <C>


/s/ David L. Baker                      March 15, 2006
-------------------------------------
David L. Baker, Director


/s/ Thomas M. Chesnick                  March 15, 2006
-------------------------------------
Thomas M. Chesnick, Director


/s/ William F. Farber, Sr.              March 15, 2006
-------------------------------------
William F. Farber, Sr.,
President and Chief Executive Officer
Chairman of the Board/Director
(Principal Executive Officer)


/s/ Judd B. Fitze                       March 15, 2006
-------------------------------------
Judd B. Fitze, Director


/s/ Dean L. Hesser                      March 15, 2006
-------------------------------------
Dean L. Hesser, Director


/s/ John P. Kameen                      March 15, 2006
-------------------------------------
John P. Kameen, Secretary/Director
</TABLE>


                                       42

<PAGE>

<TABLE>
<S>                                     <C>


/s/ William A. Kerl                     March 15, 2006
-------------------------------------
William A. Kerl, Director


/s/ Erwin T. Kost                       March 15, 2006
-------------------------------------
Erwin T. Kost, Director


/s/ Susan F. Mancuso                    March 15, 2006
-------------------------------------
Susan F. Mancuso, Director


/s/ Robert A. Mazzoni                   March 15, 2006
-------------------------------------
Robert A. Mazzoni, Director


/s/ J. Robert McDonnell                 March 15, 2006
-------------------------------------
J. Robert McDonnell,
Vice Chairman/Director


/s/ Joseph P. Moore, III                March 15, 2006
-------------------------------------
Joseph P. Moore, III, Director


/s/ Scott A. Seasock                    March 15, 2006
-------------------------------------
Scott A. Seasock, Executive Vice
President and Chief Financial Officer
(Principal Financial Officer)


/s/ Eric G. Stephens                    March 15, 2006
-------------------------------------
Eric G. Stephens, Director


/s/ Stephanie A. Westington             March 15, 2006
-------------------------------------
Stephanie A. Westington, CPA
Vice President of Finance
(Principal Accounting Officer)
</TABLE>


                                       43
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
 NUMBER   DESCRIPTION                                                       PAGE
 ------   -----------                                                       ----
<S>       <C>                                                               <C>
 13       Portions of the Annual Report to Stockholders for Fiscal Year
          Ended December 31, 2005                                             45

 21       List of Subsidiaries                                               179

 31(i)    CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley
          Act of 2002                                                        180

          CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley
          Act of 2002

 32       CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002                                                        184

          CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002
</TABLE>


                                    44