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, 2008
 Commission file number 0-17455
 Comm Bancorp, Inc.
  Pennsylvania
    
    23-2242292(State or other jurisdiction of incorporation 
or organization)
    
    (I.R.S. Employer Identification Number)125 North State Street, Clarks Summit, PA
    
    18411(Address of principal executive offices)
    
    (Zip Code)
 (570) 586-0377
  Title of each class
    
    Name of each exchange on which registeredNone
    
    The NASDAQ Stock Market
  Common Stock, par value $0.33 per share
 o þ
 o þ
 þ o
 þ
  Large accelerated filer oAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company þ o þ
 $58,424,942 at June 30, 2008.
 1,724,445 at March 11, 2009.
 DOCUMENTS INCORPORATED BY REFERENCE




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COMM BANCORP, INC.
FORM 10-K INDEX
 PageSpecial Note Regarding Forward-Looking Statements
    
    
    3Part IItem 1.
    
    Business
    
    
    5Item 2.
    
    Properties
    
    
    18Item 3.
    
    Legal Proceedings
    
    
    18Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    18Part IIItem 5.
    
    Market for the Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities
    
    
    19Item 6.
    
    Selected Financial Data
    
    
    20Item 7.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    20Item 8.
    
    Financial Statements and Supplementary Data
    
    
    20Item 9.
    
    Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
    
    
    20Item 9A.
    
    Controls and Procedures
    
    
    20Item 9B.
    
    Other Information
    
    
    21Part IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    21Item 11.
    
    Executive Compensation
    
    
    29Item 12.
    
    Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    
    35Item 13.
    
    Certain Relationships and Related Transactions and
Director Independence
    
    
    36Item 14.
    
    Principal Accounting Fees and Services
    
    
    36Part IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    37Signatures
    
    
    39Exhibit Index
    
    
    41
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COMM BANCORP, INC.
FORM 10-K
 Special Note Regarding Forward-Looking Statements
  
    
    Changes in interest rates and valuations in the debt, equity and other financial
markets;
    
    Disruptions in the liquidity and other functioning of financial markets,
including such disruptions in the market for real estate and other assets commonly
securing financial products;
    
    Actions by the Federal Reserve Board and other government agencies, including
those that impact money supply and market interest rates;
    
    Changes in our customers and suppliers performance in general and their
creditworthiness in particular;
    
    Changes in customer preferences and behavior, whether as a result of changing
business and economic conditions or other factors;
    
    Changes resulting from the newly enacted Emergency Economic Stabilization Act of
2008;
    
    A continuation of recent turbulence in significant segments of the United States
and global financial markets, particularly if it worsens, that could impact our
performance, both directly by affecting our revenues and the value of our assets and
liabilities and indirectly by affecting our customers and suppliers and the economy
generally;
    
    Changes in local, regional and national economic conditions and our assessment of
the impact of those changes on our estimates including the allowance for loan losses;
 3




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
    
    Changes in the competitive landscape that could impact our business and financial performance
as the financial industry restructures in the current environment;
    
    Current economic and financial market conditions, as our forward-looking financial statements
are subject to the risk that these conditions will be substantially different than we are
currently expecting. These statements are based on our current expectations that interest
rates will remain low through 2009 with continued wide market credit spreads and our view that
national economic trends currently point to a continuation of severe recessionary conditions
through 2009, followed by a subdued recovery;
    
    Legal and regulatory developments that could have an impact on our ability to operate our
businesses, financial condition, results of operations, competitive position or reputation.
Reputational impacts, in turn, could affect matters such as business generation and retention,
our ability to attract and retain management, liquidity and funding. These legal and
regulatory developments could include: (i) the unfavorable resolution of legal proceedings or
regulatory and other governmental inquiries; (ii) increased litigation risk from recent
regulatory and other governmental developments; (iii) the results of the regulatory
examination process, and regulators future use of supervisory and enforcement powers; (iv)
legislative and regulatory reforms, including changes to laws and regulations involving tax,
pension, education and mortgage lending, the protection of confidential customer information,
and other aspects of the financial institution industry; and (v) changes in accounting
policies and principles;
    
    Our ability to identify and effectively manage risks inherent in our businesses, including
where appropriate, through the effective use of third-party insurance and capital management
techniques;
    
    Our ability to anticipate and respond to technological changes that can have an impact on our
ability to respond to customer needs and to meet competitive demands;
    
    Our ability to implement our business initiatives and strategies that could affect our
financial performance over the next several years;
    
    Competition that can impact our customer acquisition, growth and retention, as well as our
credit spreads and product pricing, which can affect market share, deposits and revenues; and
    
    Widespread natural disasters, terrorist activities or international hostilities, either as a
result of the impact on the economy and capital and other financial markets generally, or on
us or on our customers and suppliers.
 4




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Part I
 Item 1. Business
 General
  
    
    $604.0 million in total assets;
    
    $485.9 million in loans;
    
    $542.3 million in deposits; and
    
    $57.8 million in stockholders equity.
   5




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Supervision and Regulation
  6




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Intercompany Transactions
  Supervisory Agencies
   7




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




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Dividend Restrictions
  9




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Deposit Insurance Assessments
    10




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Emergency Economic Stabilization Act of 2008
  11




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
    
    To proactively recapitalize Community Bank if the Board of Directors anticipated
future reductions in Community Banks capital caused, for example, by loan and
investment losses;
    
    If we thought the probability was high that we would acquire a troubled bank, a
healthy bank or one or more branches over the next three years; and
    
    If as a result of our market going through a shake up due to mergers of
significant financial institutions, significant assets could migrate to Community Bank
causing much larger than expected asset growth.
  
    
    Issuance of non-voting preferred stock at a 5.0 percent dividend rate which is
equal to a rate of approximately 7.7 percent on a pre-tax basis and which payment would
have preference over any dividend payments to our holders of common stock;
    
    Issuance of stock purchase warrants to the United States Treasury equal to 15.0
percent of the amount of CPP funds received with an exercise price at the current market
level;
    
    Restrictions on buy-backs of our common stock and no increase in the dividends to
be paid on our common stock; and
    
    If we decide to buy-back the preferred stock from the United States Treasury, we
must use funds generated from the sale of our securities which could cause a dilution in
value of the shares of common stock currently held by our stockholders.
  12




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Interstate Banking and Branching
   Control Acquisitions
  13




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Permitted Nonbanking Activities
  Financial Services Modernization
  Privacy
  14




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Community Reinvestment Act
  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.
 Mortgage Lending Acts
  Sales of Insurance
  16




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Corporate Governance
    Community Bank
  Available Information
  17




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Item 2. Properties
   Item 3. Legal Proceedings
  Item 4. Submission of Matters to a Vote of Security Holders
  18




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Part II
 Item 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
 SM
 Dividends2008:
    
    High
    
    Low
    
    DeclaredFirst quarter
    
    $
    47.25
    
    
    $
    41.00
    
    
    $
    0.27Second quarter
    
    
    48.00
    
    
    
    41.00
    
    
    
    0.27Third quarter
    
    
    44.92
    
    
    
    40.75
    
    
    
    0.27Fourth quarter
    
    $
    42.00
    
    
    $
    35.00
    
    
    $
    0.27
 Dividends2007:
    
    High
    
    Low
    
    DeclaredFirst quarter
    
    $
    49.93
    
    
    $
    42.26
    
    
    $
    0.26Second quarter
    
    
    50.22
    
    
    
    47.00
    
    
    
    0.26Third quarter
    
    
    49.90
    
    
    
    46.00
    
    
    
    0.26Fourth quarter
    
    $
    52.60
    
    
    $
    43.90
    
    
    $
    0.26
  19




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TotalNumber ofSharesPurchasedas Part of
    
    
    Maximum NumberTotal Number
    
    
    Average
    
    
    Publicly
    
    
    of Shares that mayof Shares
    
    
    Price Paid
    
    
    Announced
    
    
    yet be PurchasedMonth Ending
    
    Purchased
    
    
    Per Share
    
    
    Programs(1)
    
    
    Under the Programs(1)October 31, 2008
    
    
    4,241
    
    
    $
    40.07
    
    
    
    4,241
    
    
    
    56,187November 30, 2008
    
    
    720
    
    
    
    38.16
    
    
    
    720
    
    
    
    55,467December 31, 2008
    
    
    12,182
    
    
    
    39.06
    
    
    
    12,182
    
    
    
    43,285Total
    
    
    17,143
    
    
    $
    39.27
    
    
    
    17,143
 
 (1)
    
    On October 15, 2008, the Board of Directors ratified the purchase of up to an additional
50,000 shares of common stock. As of December 31, 2008, there were 43,285 shares available
for repurchase under this Program. The 2008 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 8. Financial Statements and Supplementary Data
  Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  Item 9A. Controls and Procedures
 Evaluation of Our Disclosure Controls and Internal Controls
  20




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Changes in Internal Control Over Financial Reporting
  Item 9B. Other Information
  Part III
 Item 10. Directors, Executive Officers and Corporate Governance
 Directors
 SM
 21




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Age as of
    
    
    
    DirectorName
    
    March 11, 2009
    
    Principal Occupation for Past Five Years
    
    SinceDavid L. Baker
    
    
    63
    
    
    Senior Vice President of Community Bank.
    
    
    1988William F. Farber, Sr.
    
    
    71
    
    
    President and CEO of Comm Bancorp, Inc.
and Community Bank.
    
    
    1983Judd B. Fitze
    
    
    57
    
    
    Partner in Farr, Davis & Fitze, a law firm.
    
    
    1995Dean L. Hesser
    
    
    42
    
    
    President of Tom Hesser Chevrolet, Inc.
and Tom Hesser Nissan, LLC, automobile
dealerships.
    
    
    2003John P. Kameen
    
    
    67
    
    
    Publisher of The Forest City News.
    
    
    1983Erwin T. Kost
    
    
    65
    
    
    President of Kost Tire Distributors, Inc.
    
    
    1997Susan F. Mancuso
    
    
    57
    
    
    Partner in Mancuso & Mancuso, Accounting &
Tax Service.
    
    
    2003Joseph P. Moore, III(1)
    
    
    57
    
    
    Auto Dealer, Manheim Imports, an
automobile dealership.
    
    
    2000
 
 (1)
    
    A son of Joseph P. Moore, Jr., who owns beneficially more than 5.0 percent of our common
stock. Committees
 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.
 22




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
    
    The integrity of our financial statements;
    
    The audit by the independent registered public accounting firm of our financial
statements;
    
    Our report on internal control over financial reporting;
    
    The independent registered public accounting firms and internal auditing firms
qualifications and independence; and
    
    The performance of our internal audit function.
   23




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Director Qualifications and Nominating Process
  24




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th
 
    
    The nominees name and address;
    
    The nominees principal occupation;
 25




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
    
    The number of shares of our common stock held by the notifying stockholder and the
nominee; and
    
    A certification, under oath before a notary public, that a nominee meets the eligibility
requirements under Section 10.3 of our Amended and Restated Bylaws.
  
    
    Is under indictment for, or has ever been convicted of, a criminal offense involving
dishonesty or breach of trust and the penalty for such offense could be imprisonment for more
than one year;
    
    Is a person against whom a federal or state bank regulatory agency has, within the past ten
years, issued a cease and desist order for conduct involving dishonesty or breach of trust and
that order is final and not subject to appeal;
    
    Has been found either by any federal or state regulatory agency whose decision is final and
not subject to appeal or by a court to have: (i) breached a fiduciary duty involving personal
profit; or (ii) committed a willful violation of any law, rule or regulation governing
banking, securities, commodities or insurance, or any final cease and desist order issued by a
banking, securities, commodities or insurance regulatory agency; or
    
    Has been nominated by a person who would be disqualified from serving as our director under
the above eligibility requirements.
  Communications with Directors
  26




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Executive Officers
   Held
    
    Employee
    
    Age as ofName and Position
    
    Since
    
    Since
    
    March 11, 2009William R. BoyleExecutive Vice President and Chief Credit Officer
    
    
    2001
    
    
    
    2001
    
    
    
    49William F. Farber, Sr.President and CEO, Chairman of the Board
    
    
    2001
    
    
    
    2001
    
    
    
    71John P. KameenSecretary
    
    
    1996
    
    
    
    (1
    )
    
    
    67Scott A. SeasockExecutive Vice President and CFO
    
    
    1989
    
    
    
    1989
    
    
    
    51
 
 (1)
    
    Not our employee or an employee of Community Bank. This person did not receive any
additional fees for serving as an Executive Officer. Section 16(a) Beneficial Ownership Reporting Compliance
 SM
  Codes of Ethics and Business Conduct
  27




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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.
     28




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SM
 Item 11. Executive Compensation
   Summary Compensation Table
  SUMMARY COMPENSATION TABLE
 Non-EquityIncentivePlan
    
    All OtherSalary
    
    Bonus
    
    Compensation
    
    Compensation
    
    TotalName & Position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)(1)
    
    ($)William F. Farber, Sr.
    
    
    2008
    
    
    
    161,090
    
    
    
    30,000
    
    
    
    -0-
    
    
    
    70,274
    
    
    
    261,364President and CEO
    
    
    2007
    
    
    
    160,645
    
    
    
    30,000
    
    
    
    -0-
    
    
    
    73,064
    
    
    
    263,709Scott A. Seasock
    
    
    2008
    
    
    
    155,410
    
    
    
    13,800
    
    
    
    6,200
    
    
    
    8,924
    
    
    
    184,334Executive Vice President and CFO
    
    
    2007
    
    
    
    143,153
    
    
    
    4,180
    
    
    
    16,820
    
    
    
    10,317
    
    
    
    174,470William R. Boyle
    
    
    2008
    
    
    
    155,410
    
    
    
    20,000
    
    
    
    -0-
    
    
    
    8,905
    
    
    
    184,315Executive Vice President and CCO
    
    
    2007
    
    
    
    143,153
    
    
    
    20,000
    
    
    
    -0-
    
    
    
    10,040
    
    
    
    173,193
 
 (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. 29




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Annual Bonuses and Non-Equity Incentive Plan Compensation
   Discretionary Annual and Matching Contributions to Community Banks Defined Contribution Plan
  30




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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
    31




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Estimated Aggregate AmountEstimated Lump-Sum Severance
    
    to be Paid as a Result of Change-InPayment as a Result of
    
    -Control under the EmploymentName and Title
    
    Non-Renewal of Agreement ($)(1)
    
    Agreement ($)(2)Scott A. Seasock,
Executive Vice President and CFO
    
    
    310,819
    
    
    
    344,786William R. Boyle,
Executive Vice President and CCO
    
    
    310,819
    
    
    
    320,786
 
 (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.
 32




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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
   33




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Executive Compensation Committee
 
  DIRECTORS COMPENSATION TABLE
 Fees Earned
    
    All OtherName
    
    or Paid in Cash ($)
    
    Compensation ($)(1)
    
    Total($)Judd B. Fitze
    
    
    24,000
    
    
    
    3,225
    (2)
    
    
    27,225John P. Kameen
    
    
    24,000
    
    
    
    3,650
    (3)
    
    
    27,650Each of our
other directors
    
    
    24,000
    
    
    
    1,500
    (4)
    
    
    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 $1,725 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 $2,150 for appraisal services provided to Community
Bank; and (ii) a year-end cash bonus of $1,500 as director of Community Bank.(4)
    
    Year-end cash bonus of $1,500.   34




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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  Stock Owned by Directors and Executive Officers
  Amount and Nature ofName of Individual or Identity of Group
    
    Beneficial Ownership(1)
    
    Percent of ClassDavid L. Baker
    
    
    13,596.896
    
    
    
    William R. Boyle(2)
    
    
    3,298.786
    
    
    
    William F. Farber, Sr.
    
    
    150,960.000
    
    
    
    8.75
    %Judd B. Fitze
    
    
    15,894.743
    
    
    
    Dean L. Hesser
    
    
    1,800.000
    
    
    
    John P. Kameen
    
    
    19,572.000
    
    
    
    1.13
    %Erwin T. Kost
    
    
    11,175.197
    
    
    
    Susan F. Mancuso
    
    
    4,821.820
    
    
    
    Joseph P. Moore, III
    
    
    100.000
    
    
    
    Scott A. Seasock(2)
    
    
    8,884.552
    
    
    
    All Directors and Executive Officers as a group (8
    
    
    230,103.994
    
    
    
    13.34
    %Directors, 4 Executive Officers, 10 persons in total)
 
 (1)
    
    Includes shares held: (i) directly; (ii) jointly with spouse; (iii) jointly with various
relatives; (iv) by the transfer agent in our dividend reinvestment account; (v) individually
in employee benefit plans; and (vi) in various trusts.(2)
    
    Executive officer, not a director. Voting Stock Owned by Beneficial Owners
  Name and Address
    
    Number of Shares(1)
    
    Percent of ClassJoseph P. Moore, Jr.
    
    
    171,330.000
    
    
    
    9.94
    %400 Williamson Road
Gladwyne, PA 19035William F. Farber, Sr.
    
    
    150,960.000
    
    
    
    8.75
    %Crystal Lake Road
R.R.1, Box 1281
Carbondale, PA 18407
 
 (1)
    
    Includes shares held: (i) directly; and (ii) in various trusts. 35




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Item 13. Certain Relationships and Related Transactions and Director Independence
   Item 14. Principal Accounting Fees and Services
  Year Ended December 31,
    
    2008
    
    
    2007Audit fees(1)
    
    $
    107,730
    
    
    $
    104,178Audit-related fees(2)
    
    
    
    
    
    
    6,000Total
    
    $
    107,730
    
    
    $
    110,178
 
 (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 tender offer.  36




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Part IV
 Item 15. Exhibits and Financial Statement Schedules
 (a) 1.
    
    The consolidated financial statements and notes to these statements as well as the
applicable report of the independent registered public accounting firm are filed at Exhibit 13
to this report and are incorporated in their entirety by reference under this Item 15(a)1.2.
    
    All schedules are omitted because they are not applicable or the required information
is shown in the financial statements or notes to these statements.3.
    
    The exhibits required by Item 601 of Regulation S-K are included under Item 15(b) to
this report.
 37




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Exhibit NumberReferred toItem 601 ofRegulation S-K
    
    Description of Exhibit2
    
     None.3(i)
    
    Articles of Incorporation, as amended, filed at Exhibit 3(i) to our
Annual Report on Form 10-K for the year ended December 31, 2006,
Commission file number 0-17455 on March 30, 2007, and incorporated
hereto by reference.3(ii)
    
    Bylaws, as amended, filed at Exhibit 3(ii) to our Annual Report on
Form 10-K for the year ended December 31, 2006, Commission file
number 0-17455 on March 30, 2007, and incorporated hereto by
reference.4
    
     None.9
    
     None.10
    
    Executive Employment Agreements filed as Exhibits 10.01 and 10.02 to
our Quarterly Report on Form 10-Q for the quarter ended September 30,
2001, Commission file number 0-17455 on November 13, 2001, and
incorporated hereto by reference.11
    
     None.12
    
     None.13
    
    Portions of the Annual Report to Stockholders for Fiscal Year Ended
December 31, 2008.14
    
    Code of Ethics, filed at Exhibit 14 to our Annual Report on Form 10-K
for the year ended December 31, 2003, Commission file number 0-17455
on March 29, 2004, and incorporated hereto by reference.16
    
     None.18
    
     None.21
    
    List of Subsidiaries.22
    
     None.23
    
     None.24
    
     None.31(i)
    
    CEO certification pursuant to Rule 13a-14(a)/15d-14(a).CFO certification pursuant to Rule 13a-14(a)/15d-14(a).31(ii)
    
    Not Applicable.32
    
    CEO certification pursuant to Section 1350.CFO certification pursuant to Section 1350.33
    
    Not Applicable.34
    
    Not Applicable.35
    
    Not Applicable.99(i)
    
    Charter of the Joint Audit Committee, as amended, filed at Exhibit
99(i) to our Annual Report on Form 10-K for the year ended December
31, 2006, Commission file number 0-17455 on March 30, 2007, and
incorporated hereto by reference.100
    
     None.
 38




---



##### 



Signatures
  COMM BANCORP, INC.
(Registrant)
    
    
    
    DateBY:
    
    /s/ William F. Farber, Sr.
    
    
    
    March 23, 2009William F. Farber, Sr., 
President and Chief Executive Officer
Chairman of the Board
(Principal Executive Officer)
  Signature and Capacity
    
    
    
    Date/s/ David L. Baker

David L. Baker, Director
    
    
    
    March 23 , 2009/s/ William F. Farber, Sr.

William F. Farber, Sr.,
President and Chief Executive Officer
Chairman of the Board/Director
(Principal Executive Officer)
    
    
    
    March 23 , 2009/s/ Judd B. Fitze

Judd B. Fitze, Director
    
    
    
    March 23 , 2009/s/ Dean L. Hesser

Dean L. Hesser, Director
    
    
    
    March 23 , 2009/s/ John P. Kameen

John P. Kameen, Secretary/Director
    
    
    
    March 23 , 2009/s/ Erwin T. Kost

Erwin T. Kost, Director
    
    
    
    March 23 , 2009
 39




---



##### 



Signature and Capacity
    
    
    
    Date/s/ Susan F. Mancuso

Susan F. Mancuso, Director
    
    
    
    March 23 , 2009/s/ Joseph P. Moore, III

Joseph P. Moore, III, Director
    
    
    
    March 23 , 2009/s/ Scott A. Seasock

Scott A. Seasock, Executive Vice
President and Chief Financial Officer
(Principal Financial Officer)
    
    
    
    March 23 , 2009/s/ Stephanie A. Westington

Stephanie A. Westington, CPA
Vice President of Finance
(Principal Accounting Officer)
    
    
    
    March 23 , 2009
 40




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##### 



EXHIBIT INDEX
 ExhibitNumber
    
    Description
    
    Page13
    
    Portions of the Annual Report to Stockholders for
Fiscal Year Ended December 31, 2008.
    
    
    4221
    
    List of Subsidiaries.
    
    
    15831(i)
    
    CEO Certification Pursuant to Rule 13a-14(a)/15d-14(a).
    
    
    159CFO Certification Pursuant to Rule 13a-14(a)/15d-14(a).32
    
    CEO Certification Pursuant to Section 1350.
    
    
    163CFO Certification Pursuant to Section 1350.
 41