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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 Commission file number 0-17455
 Comm Bancorp, Inc.
  Pennsylvania
    
    23-2242292(State or other jurisdiction of incorporation
    
    (I.R.S. Employer Identification Number)or organization)125 North State Street, Clarks Summit, PA
    
    18411(Address of principal executive offices)
    
    (Zip Code)
 (570) 586-0377
  Title of each class
    
    Name of each exchange on which registeredNone
  Common Stock, par value $0.33 per share
 o þ
 o þ
 þ o
 o
  o o þ
 o þ
 $59,196,711 at June 30, 2006.
 1,851,518 at March 14, 2007.
 DOCUMENTS INCORPORATED BY REFERENCE




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##### 



COMM BANCORP, INC.
FORM 10-K INDEX
 PageSpecial Note Regarding Forward-Looking Statements
    
    
    3Part IItem 1. Business
    
    
    4Item 1A. Risk Factors
    
    
    17Item 2. Properties
    
    
    22Item 3. Legal Proceedings
    
    
    23Item 4. Submission of Matters to a Vote of Security Holders
    
    
    23Part IIItem 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    23Item 6. Selected Financial Data
    
    
    26Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    26Item 7A. Quantitative and Qualitative Disclosures about Market Risk
    
    
    26Item 8. Financial Statements and Supplementary Data
    
    
    26Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    27Item 9A. Controls and Procedures
    
    
    27Item 9B. Other Information
    
    
    28Part IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    28Item 11. Executive Compensation
    
    
    37Item 12. Security Ownership of Certain Beneficial Owners and Management
    
    
    47Item 13. Certain Relationships and Related Transactions and Director Independence
    
    
    48Item 14. Principal Accountant Fees and Services
    
    
    49Part IVItem 15. Exhibits and Financial Statement Schedules
    
    
    49Signatures
    
    
    51Exhibit Index
    
    
    53Articles of Incorporation, as amendedBy-Laws, as amendedPortions of the Annual ReportLetter dated August 24, 2006List of SubsidiariesCertification of CEO and CFOCEO, CFO certification pursuant to Section 1350Charter of the Joint Audit Committee, amended March 2, 2007
  2




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COMM BANCORP, INC.
FORM 10-K
 
 Special Note Regarding Forward-Looking Statements
  
    
    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.
  3




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Part I
 
 Item 1. Business
 General
  
    
    $540.4 million in total assets;
    
    $408.1 million in loans;
    
    $483.4 million in deposits; and
    
    $54.1 million in stockholders equity.
    4




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
    
    Products and services;
    
    Operating processes;
    
    Delivery systems;
    
    Customer bases; and
    
    Regulatory oversight.
    5




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Supervision and Regulation
  Intercompany Transactions
  Supervisory Agencies
  6




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SM SM
 Support of Community Bank
   Liability of Commonly Controlled Banks
   7




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Depositor Preference Statute
  Capital Requirements
     8




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9




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
    
    Use loan-to-value ratios to determine risk weights for most residential
mortgages;
    
    Increase the number of risk weight categories to which credit exposures may be
assigned;
    
    Expand the use of external credit rating for certain externally-rated exposures;
    
    Expand the range of collateral and guarantors that may qualify an exposure for
lower risk weights;
    
    Increase the credit conversion factors for certain commitments with an original
maturity of less than one year;
 10




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
    
    Assess a risk-based capital charge to reflect the risks
in securitization with early amortization provisions that are backed
by revolving exposures; and
    
    Remove the 50.0 percent limit on the risk weight that applies to
certain derivative contracts.
  Dividend Restrictions
   Deposit Insurance Assessments
   
    
    Merging the Bank Insurance Fund (BIF) and the Savings Association Insurance Fund into a new
fund, the Deposit Insurance Fund (DIF) effective March 31, 2006;
 11




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
    
    Increasing the coverage limit for retirement accounts to $250,000
and indexing the coverage limit for retirement accounts to
inflation as with the general deposit insurance coverage limit
effective April 1, 2006;
    
    Establishing a range of 1.15 percent to 1.50 percent within which
the FDIC Board of Directors may set the Designated Reserve Rate
(DRR);
    
    Allowing the FDIC to manage the pace at which the reserve ratio
varies within this range.
 -
    
    If the reserve ratio falls below 1.15 percent, or is expected to within six months,
the FDIC must adopt a restoration plan to ensure that the DIF will return to 1.15 percent
generally within five years.-
    
    If the reserve ratio exceeds 1.35 percent, the FDIC must generally dividend to BIF
members half of the amount above the amount necessary to maintain the DIF at 1.35 percent,
unless the FDIC Board of Directors, after considering statutory factors, suspends the
dividends.-
    
    If the reserve ratio exceeds 1.50 percent, the FDIC must generally dividend to BIF
members all amounts above the amount necessary to maintain the DIF at 1.50 percent;
 
    
    Eliminating the restrictions on premium rates based on the DRR and
granting the FDIC Board of Directors the discretion to price deposit
insurance according to risk for all insured institutions regardless of
the level of the reserve ratio; and
    
    Granting a one-time initial assessment credit of approximately $4.7
billion to recognize institutions past contributions to the fund.
   12




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Interstate Banking and Branching
   Control Acquisitions
  Permitted Nonbanking Activities
  13




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Financial Services Modernization
  Privacy
  Community Reinvestment Act
  14




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Terrorist Activities
  The USA PATRIOT Act
  Subprime and Predatory Lending
   15




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




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Community Bank
  Available Information
  
 Item 1A. Risk Factors
  
    
    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.
 17




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
    
    Liquidity risk. The risk to our earnings and capital arising 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.
    
    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.
  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.
  
    
    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.
  18




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Market Risk
 Changes in interest rates could negatively impact our operating results or financial position.
   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.
  19




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Operational Risk
 The banking and financial services industry is highly competitive, which could adversely affect our
operating results or financial position.
  Our internal controls and procedures may fail to work as expected or be circumvented.
  20




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Extended disruption of infrastructure due to external events could adversely affect our
operating results 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.
    We depend on the service of our executive officers and the ability to attract and retain skilled
people.
  21




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Legal Risk
 We may be a defendant in litigation or other actions.
  Reputational Risk
 Negative public opinion could damage our reputation.
  Our information systems may experience a breach in security.
  
 Item 2. Properties
  22




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Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Part II
 
 Item 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
 SM
 Dividends2006:
    
    High
    
    Low
    
    DeclaredFirst quarter
    
    $
    44.45
    
    
    $
    41.00
    
    
    $
    0.25Second quarter
    
    
    44.50
    
    
    
    39.94
    
    
    
    0.25Third quarter
    
    
    43.50
    
    
    
    38.00
    
    
    
    0.25Fourth quarter
    
    $
    43.80
    
    
    $
    40.00
    
    
    $
    0.25
 Dividends2005:
    
    High
    
    Low
    
    DeclaredFirst quarter
    
    $
    43.00
    
    
    $
    40.50
    
    
    $
    0.23Second quarter
    
    
    42.72
    
    
    
    39.76
    
    
    
    0.23Third quarter
    
    
    43.16
    
    
    
    39.25
    
    
    
    0.23Fourth quarter
    
    $
    41.99
    
    
    $
    36.45
    
    
    $
    0.23
 23




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24




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Five-Year Performance Graph
 SM
 Comparison of Five-Year Cumulative Total Returns
  
 
 
 Source: SNL Financial LC, Charlottesville, VirginiaNotes: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 12/31/01. 25




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Total Number of
    
    
    Maximum NumberTotal Number
    
    
    Average
    
    
    Shares Purchased
    
    
    of Shares that mayof Shares
    
    
    Price Paid
    
    
    as Part of Publicly
    
    
    yet be PurchasedMonth Ending
    
    Purchased
    
    
    Per Share
    
    
    Announced Programs(1)
    
    
    Under the Programs(1)January 31, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,214February 28, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,214March 31, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,214April 30, 2006
    
    
    500
    
    
    $
    43.16
    
    
    
    500
    
    
    
    46,714May 31, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,714June 30, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,714July 31, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,714August 31, 2006
    
    
    300
    
    
    
    42.18
    
    
    
    300
    
    
    
    46,414September 30, 2006
    
    
    1,600
    
    
    
    41.06
    
    
    
    1,600
    
    
    
    44,814October 31, 2006
    
    
    1,400
    
    
    
    41.02
    
    
    
    1,400
    
    
    
    43,414November 30, 2006
    
    
    1,000
    
    
    
    41.40
    
    
    
    1,000
    
    
    
    42,414December 31, 2006
    
    
    4,040
    
    
    
    42.75
    
    
    
    4,040
    
    
    
    38,374Total
    
    
    8,840
    
    
    $
    42.02
    
    
    
    8,840
 
 (1)
    
    On November 17, 2004, the Board of Directors ratified the purchase of 3.0 percent or
55,931 shares of the then outstanding common stock. As of December 31, 2006, there were 38,374
shares available for repurchase under this Program. The 2004 Stock Repurchase Program has no
expiration date.  
 Item 6. Selected Financial Data
  
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  
 Item 7A. Quantitative and Qualitative Disclosures about Market Risk
  
 Item 8. Financial Statements and Supplementary Data
  26




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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
       
 Item 9A. Controls and Procedures
 Evaluation of Our Disclosure Controls and Internal Controls
  27




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Changes in Internal Controls Over Financial Reporting
  
 Item 9B. Other Information
  
 Part III
 
 Item 10. Directors, Executive Officers and Corporate Governance
 Directors
 SM
 28




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Age as of
    
    
    
    DirectorName
    
    March 14, 2007
    
    Principal Occupation for Past Five Years
    
    SinceDavid L. Baker
    
    
    61
    
    
    Senior Vice President of Community Bank.
    
    
    1988Thomas M. Chesnick
    
    
    72
    
    
    Retired.
    
    
    2000William F. Farber, Sr.
    
    
    70
    
    
    President and CEO of Comm Bancorp, Inc.
and Community Bank.
    
    
    1983Judd B. Fitze
    
    
    55
    
    
    Partner in Farr, Davis & Fitze, a law
firm.
    
    
    1995Dean L. Hesser
    
    
    40
    
    
    President of Tom Hesser Chevrolet, Inc.
and Tom Hesser Nissan, LLC, automobile
dealerships.
    
    
    2003John P. Kameen
    
    
    65
    
    
    Publisher of The Forest City News.
    
    
    1983William A. Kerl
    
    
    70
    
    
    President of Kerl Coal, Oil and Trucking
Company, Inc.
    
    
    2000Erwin T. Kost
    
    
    63
    
    
    President of Kost Tire Distributors, Inc.
    
    
    1997Susan F. Mancuso
    
    
    55
    
    
    Partner in Mancuso & Mancuso, Accounting
& Tax Service.
    
    
    2003Robert A. Mazzoni
    
    
    58
    
    
    Judge of the Court of Common Pleas of
Lackawanna County.
    
    
    2000J. Robert McDonnell
    
    
    71
    
    
    Owner of McDonnells Restaurant.
    
    
    1983Joseph P. Moore, III(1)
    
    
    55
    
    
    Auto Dealer, Manheim Imports, an
automobile dealership from May, 2003 to
2006. President of J.J. Motors, Inc., an
automobile dealership 2002 to April,
2003.
    
    
    2000Eric G. Stephens
    
    
    55
    
    
    Auto Dealer, H.L. Stephens & Son,
an automobile dealership.
    
    
    1988
 
 (1)
    
    A son of Joseph P. Moore, Jr., who owns beneficially more than 5.0 percent of our common
stock. 29




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Committees
 sm
  
    
    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 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.
  30




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Director Qualifications and Nominating Process
    32




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th
 
    
    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.
  
    
    Is under indictment for, or has ever been convicted of, a criminal offense
involving dishonesty or breach of trust and the penalty for such offense could be
imprisonment for more than one year;
    
    Is a person against whom a federal or state bank regulatory agency has, within
the past ten years, issued a cease and desist order for conduct involving dishonesty or
breach of trust and that order is final and not subject to appeal;
    
    Has been found either by any federal or state regulatory agency whose decision is
final and not subject to appeal or by a court to have: (i) breached a fiduciary duty
involving personal profit; or (ii) committed a willful violation of any law, rule or
regulation governing banking, securities, commodities or insurance, or any final cease
and desist order issued by a banking, securities, commodities or insurance regulatory
agency; or
    
    Has been nominated by a person who would be disqualified from serving as our
director under the above eligibility requirements.
  33




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Communications with Directors
  34




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Executive Officers
   Held
    
    Employee
    
    Age as ofName and Position
    
    Since
    
    Since
    
    March 14, 2007William R. Boyle
Senior Vice President and Chief Credit Officer
    
    
    2001
    
    
    
    2001
    
    
    
    47William F. Farber, Sr.
President and CEO, Chairman of the Board
    
    
    2001
    
    
    
    2001
    
    
    
    70John P. Kameen
Secretary
    
    
    1996
    
    
    
    (1
    )
    
    
    65J. Robert McDonnell
Vice Chairman
    
    
    1983
    
    
    
    (1
    )
    
    
    71Scott A. Seasock
Executive Vice President and CFO
    
    
    1989
    
    
    
    1989
    
    
    
    49
 
 (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
 sm
  Codes of Ethics and Business Conduct
  35




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
    
    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.
     36




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sm
 
 Item 11. Executive Compensation
 COMPENSATION DISCUSSION AND ANALYSIS
 Executive Compensation Program Philosophy, Policies and Objectives
  
    
    Link the executives goals with the interests of our stockholders;
    
    Support our strategic business plan and long-term development; and
    
    Tie a portion of the executives compensation to our overall performance.
 Program Administration and Process
 sm
  37




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
    
    An inflation index based on the latest Northeastern Pennsylvania Consumer Price
Index;
    
    The overall annual improvement in our consolidated balance sheets and
consolidated statements of income and comprehensive income;
    
    Their judgement on the extent of support the named executive officer provided us
in meeting our strategic business plan and long-term objectives;
    
    An assessment of the named executive officers participation in leadership roles
in professional, community and civic organizations; and
    
    A review of the named executive officers attendance at continuing education
courses.
 Peer Group
  
    
    Citizens Savings Association, Clarks Summit;
    
    ESSA Bank & Trust, East Stroudsburg;
    
    Fidelity Deposit & Discount Bank, Dunmore;
    
    First National Community Bank, Dunmore;
    
    Landmark Community Bank, Pittston;
    
    Penn Security Bank & Trust Company, Scranton;
    
    Peoples National Bank, Hallstead;
    
    Pocono Community Bank, Stroudsburg;
    
    The Dime Bank, Honesdale; and
    
    The Honesdale National Bank, Honesdale.
 Elements of Executive Compensation
  
    
    Salary and benefits;
    
    Perquisites;
    
    Annual bonuses and non-equity incentive plan compensation;
 38




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
    
    Discretionary annual and matching contributions to Community
Banks defined contribution plan; and
    
    Severance and change in control benefits.
   Salary and Benefits
   Perquisites
  39




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Annual Bonuses and Non-Equity Incentive Plan Compensation
   Discretionary Annual and Matching Contributions to Community Banks Defined Contribution Plan
   40




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Years of Service
    
    Vested InterestLess than 1
    
    
    0
    %1
    
    
    20
    %2
    
    
    40
    %3
    
    
    60
    %4
    
    
    80
    %5
    
    
    100
    %
   Severance and Change in Control Benefits
    41




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Estimated Lump-Sum
    
    Estimated Aggregate Amount
    
    Estimated Lump-SumSeverance Payment
    
    to be Paid as a Result of
    
    Severance Paymentas a Result of
    
    Change-In-Control under
    
    as a Result of aNon-Renewal of
    
    the Employment Agreement
    
    Change-In-Control($)Name and Title
    
    Agreement ($)(1)
    
    ($)(2)
    
    (1)Scott A. Seasock,
Executive Vice
President and CFO
    
    279,400
    
    307,269
    
    Not ApplicableWilliam R. Boyle,
Senior Vice
President and CCO
    
    279,728
    
    288,705
    
    Not ApplicableTimothy P. OBrien,
Vice President and
Director of
Commercial Lending
    
    Not Applicable
    
    Not Applicable
    
    249,382
 
 (1)
    
    This estimated amount is gross salary without any deductions for applicable withholding taxes.(2)
    
    This estimated amount includes gross salary without any deductions for applicable
withholding taxes and 24 months of premiums for long-term disability insurance and medical
insurance. This estimated amount has not been reduced to a present worth value.  
    
    A substantial sale or disposition of our or Community Banks assets or
operations;
    
    A person holding beneficial ownership of enough shares of our stock to gain majority control
of the Board of Directors; or
    
    At any time during any 24 consecutive months commencing with the date of these agreements, a
majority of the directors of us or Community Bank are persons who were not members of the
respective boards at the beginning of such period, unless changes in the boards membership
were the result of death, voluntary resignation or retirement.
 42




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
    
    Without the officers consent, any assignment of duties other than duties described in the
agreement;
    
    Any removal of the officer from, or failure to re-elect the officer to, his position for cause;
    
    Any failure to pay the officer his benefits as described in his agreement;
    
    Any material breach of the agreement by us or Community Bank; or
    
    A change in control.
 REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
 sm
    43




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
    
    Net income increased 21.9 percent to $6,350,000;
    
    Tax-equivalent net interest margin widened 40 basis points to 4.28 percent;
    
    Average loans, net increased 7.0 percent to $424,304,000; and
    
    Return on average assets improved to 1.2 percent
  Executive Compensation Committee
 
 44




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Summary Compensation Tables
  SUMMARY COMPENSATION TABLE
 Non-EquityIncentive Plan
    
    All OtherSalary
    
    Bonus
    
    Compensation
    
    Compensation
    
    TotalName & Position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)(1)
    
    ($)William F. Farber, Sr.
President and CEO
    
    
    2006
    
    
    
    153,943
    
    
    
    25,000
    
    
    
    -0-
    
    
    
    71,261
    
    
    
    250,204Scott A. Seasock
Executive Vice President and CFO
    
    
    2006
    
    
    
    139,700
    
    
    
    -0-
    
    
    
    25,067
    
    
    
    9,135
    
    
    
    173,902William R. Boyle
Senior Vice President and CCO
    
    
    2006
    
    
    
    139,864
    
    
    
    14,000
    
    
    
    -0-
    
    
    
    9,157
    
    
    
    163,021Timothy P. OBrien
Vice President and
Director of Commercial Lending
    
    
    2006
    
    
    
    124,691
    
    
    
    3,000
    
    
    
    -0-
    
    
    
    7,507
    
    
    
    135,198Michael A. Narcavage
Vice President and COO
    
    
    2006
    
    
    
    91,750
    
    
    
    3,000
    
    
    
    -0-
    
    
    
    5,460
    
    
    
    100,210
 
 (1)
    
    Represents contributions Community Bank made on behalf of the named executive officers
pursuant to the defined contribution plan, except for Mr. Farber who also received director
fees of $61,500 for services as Chairman of the Board of Community Bank. Aggregate perquisites
and other personal benefits were less than $10,000 for each named executive officer, and
therefore, need not be presented.  SUMMARY COMPENSATION TABLE
 Long-Term CompensationAnnual Compensation
    
    Awards
    
    PayoutsOther Annual
    
    
    
    
    
    Restricted
    
    LTIP
    
    All OtherSalary
    
    Bonus
    
    Compensation
    
    Options
    
    Stock
    
    Payouts
    
    CompensationName and Position
    
    Year
    
    ($)
    
    ($)
    
    ($)(1)
    
    (#)
    
    (#)
    
    ($)
    
    ($)(2)William F. Farber, Sr.
    
    
    2005
    
    
    
    145,688
    
    
    
    10,000
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    69,042President and CEO
    
    
    2004
    
    
    
    142,805
    
    
    
    10,000
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    68,121Scott A. Seasock
    
    
    2005
    
    
    
    137,086
    
    
    
    14,128
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    7,176Executive Vice President and CFO
    
    
    2004
    
    
    
    135,407
    
    
    
    12,000
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    6,441William R. Boyle
    
    
    2005
    
    
    
    134,952
    
    
    
    7,000
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    6,978Senior Vice President
    
    
    2004
    
    
    
    135,386
    
    
    
    6,500
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    6,242and CCO
 
 (1)
    
    Aggregate perquisites and other personal benefits were less than 10.0 percent of the
salary and bonus reported, and therefore, need not be presented.(2)
    
    Represents contributions Community Bank made on behalf of Mr. Farber, Mr. Seasock and Mr.
Boyle pursuant to the defined contribution plan. Mr. Farber also received $61,500 for services
as Chairman of the Board of Community Bank in 2005 and 2004. 45




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##### Table of Contents



DIRECTORS COMPENSATION TABLE
 Fees Earned
    
    All Otheror Paid in Cash
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)(1)
    
    ($)Judd B. Fitze
    
    
    24,000
    
    
    
    3,400
    (2)
    
    
    27,400John P. Kameen
    
    
    24,000
    
    
    
    4,575
    (3)
    
    
    28,575Each of our other directors (4)
    
    
    24,000
    
    
    
    1,500
    (5)
    
    
    25,500
 
 (1)
    
    Aggregate perquisites and other personal benefits were less than $10,000 for each
director, and therefore, need not be presented.(2)
    
    Mr. Fitze received: (i) fees totaling $1,900 for appraisal services provided to Community
Bank: and (ii) a year-end cash bonus of $1,500 as director of Community Bank.(3)
    
    Mr. Kameen received: (i) fees totaling $3,075 for appraisal services provided to Community
Bank; and (ii) a year-end cash bonus of $1,500 as director of Community Bank.(4)
    
    Includes David L. Baker, Thomas M. Chesnick, Dean L. Hesser, William A. Kerl, Erwin T. Kost,
Susan F. Mancuso, Robert A. Mazzoni, J. Robert McDonnell, Joseph P. Moore, III and Eric G.
Stephens.(5)
    
    Year-end cash bonus of $1,500.   46




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management
  Stock Owned by Directors and Executive Officers
  Amount and Nature ofName of Individual or Identity of Group
    
    Beneficial Ownership(1)
    
    Percent of ClassDavid L. Baker
    
    
    13,402.571
    
    
    
    William R. Boyle(2)
    
    
    2,715.432
    
    
    
    Thomas M. Chesnick
    
    
    26,837.902
    
    
    
    1.45
    %William F. Farber, Sr.
    
    
    152,460.000
    
    
    
    8.23
    %Judd B. Fitze
    
    
    15,732.737
    
    
    
    Dean L. Hesser
    
    
    1,400.000
    
    
    
    John P. Kameen
    
    
    20,572.000
    
    
    
    1.11
    %William A. Kerl
    
    
    17,430.615
    
    
    
    Erwin T. Kost
    
    
    10,657.916
    
    
    
    Susan F. Mancuso
    
    
    3,976.347
    
    
    
    Robert A. Mazzoni
    
    
    100.000
    
    
    
    J. Robert McDonnell
    
    
    35,139.000
    
    
    
    1.90
    %Joseph P. Moore, III
    
    
    100.000
    
    
    
    Scott A. Seasock(2)
    
    
    7,740.350
    
    
    
    Eric G. Stephens
    
    
    9,066.773
    
    
    
    All Directors and Executive Officers as a group (13
Directors, 5 Executive Officers, 15 persons in total)
    
    
    317,331.643
    
    
    
    17.14
    %
 
 (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. 47




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##### Table of Contents



Voting Stock Owned by Beneficial Owners
  Name and Address
    
    Number of Shares(1)
    
    Percent of ClassJoseph P. Moore, Jr.
400 Williamson Road
Gladwyne, PA 19035
    
    
    164,584.328
    
    
    
    8.89
    %William F. Farber, Sr.
Crystal Lake Road
R.R.1, Box 1281
Carbondale, PA 18407
    
    
    152,460.000
    
    
    
    8.23
    %
 
 (1)
    
    Includes shares held: (i) directly; and (ii) in various trusts. 
 Item 13. Certain Relationships and Related Transactions and Director Independence
     48




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##### Table of Contents



Item 14. Principal Accountant Fees and Services
  Year Ended December 31,
    
    2006
    
    
    2005Audit fees(1)
    
    $
    84,319
    
    
    $
    59,015Audit-related fees(2)
    
    
    4,741
    
    
    
    11,540Tax fees(3)
    
    
    7,500
    
    
    
    6,590Other fees(4)
    
    
    
    
    
    
    8,625Total
    
    $
    96,560
    
    
    $
    85,770
 
 (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.  
 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.
 49




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##### Table of Contents



Exhibit Number Referred toItem 601 of Regulation S-K
    
    Description of Exhibit2
    
    
    None.3
    (i)
    
    Articles of Incorporation, as amended.3
    (ii)
    

    By-Laws, as amended.4
    
    
    None.9
    
    
    None.10
    
    
    None.11
    
    
    None.12
    
    
    None.13
    
    
    Portions of the Annual Report to
Stockholders for Fiscal Year Ended
December 31, 2006.14
    
    
    None.16
    
    
    Letter dated August 24, 2006, from
Kronick Kalada Berdy & Co., addressed
to SEC.18
    
    
    None.21
    
    
    List of Subsidiaries.22
    
    
    None.23
    
    
    None.24
    
    
    None.31
    (i)
    
    CEO certification pursuant to Rule
13a-14(a)/15d-14(a).CFO certification pursuant to Rule
13a-14(a)/15d-14(a).31
    (ii)

    
    Not Applicable.32
    
    
    CEO certification pursuant to Section
1350.CFO certification pursuant to Section
1350.33
    
    
    Not Applicable.34
    
    
    Not Applicable.35
    
    
    Not Applicable.99
    (i)
    
    Charter of the Joint Audit Committee,
amended March 2, 2007.
 50




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##### Table of Contents



Signatures
  COMM BANCORP, INC.
    
    
    
    Date(Registrant)BY:
    
    /s/ William F. Farber, Sr.

William F. Farber, Sr.,
    
    
    
    March 14, 2007President and Chief Executive OfficerChairman of the Board(Principal Executive Officer)
  Signature and Capacity
    
    Date/s/ David L. Baker

David L. Baker, Director
    
    March 14 , 2007/s/ Thomas M. Chesnick

Thomas M. Chesnick, Director
    
    March 14 , 2007/s/ William F. Farber, Sr.

William F. Farber, Sr.,
    
    March 14 , 2007President and Chief Executive OfficerChairman of the Board/Director(Principal Executive Officer)/s/ Judd B. Fitze

Judd B. Fitze, Director
    
    March 14 , 2007/s/ Dean L. Hesser

Dean L. Hesser, Director
    
    March 14 , 2007/s/ John P. Kameen

John P. Kameen, Secretary/Director
    
    March 14 , 2007
 51




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##### Table of Contents



Signature and Capacity
    
    Date/s/ William A. Kerl

William A. Kerl, Director
    
    March 14 , 2007/s/ Erwin T. Kost

Erwin T. Kost, Director
    
    March 14 , 2007/s/ Susan F. Mancuso

Susan F. Mancuso, Director
    
    March 14 , 2007/s/ Robert A. Mazzoni

Robert A. Mazzoni, Director
    
    March 14 , 2007/s/ J. Robert McDonnell

J. Robert McDonnell,
    
    March 14 , 2007Vice Chairman/Director/s/ Joseph P. Moore, III

Joseph P. Moore, III, Director
    
    March 14 , 2007/s/ Scott A. Seasock

Scott A. Seasock, Executive Vice
    
    March 14 , 2007President and Chief Financial Officer(Principal Financial Officer)/s/ Eric G. Stephens

Eric G. Stephens, Director
    
    March 14 , 2007/s/ Stephanie A. Westington

Stephanie A. Westington, CPA
    
    March 14 , 2007Vice President of Finance(Principal Accounting Officer)
 52




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description
    
    Page3(i)
    
    Articles of Incorporation , as amended March 13, 2007
    
    
    543(ii)
    
    By-Laws , as amended March 13, 2007
    
    
    5813
    
    Portions of the Annual Report to Stockholders for Fiscal
Year Ended December 31, 2006
    
    
    7716
    
    Letter dated August 24, 2006, from Kronick Kalada Berdy
& Co. addressed to the SEC
    
    
    21221
    
    List of Subsidiaries
    
    
    21331(i)
    
    CEO Certification Pursuant to Rule 13a-14(a)/15d-14(a)
    
    
    214CFO Certification Pursuant to Rule 13a-14(a)/15d-14(a)32
    
    CEO Certification Pursuant to Section 1350
    
    
    218CFO Certification Pursuant to Section 135099(i)
    
    Charter of the Joint Audit Committee, as amended March
2, 2007
    
    
    220
 53