COMM BANCORP INC
AMEND. 1 TO EXEC. EMPLOYMENT AGREEMENT, W.R.BOYLE
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>w95626exv10.txt
<DESCRIPTION>AMEND. 1 TO EXEC. EMPLOYMENT AGREEMENT, W.R.BOYLE
<TEXT>
<PAGE>

                                   EXHIBIT 10

                             AMENDMENT NO. 1 TO THE
                  EXECUTIVE EMPLOYMENT AGREEMENT ("AGREEMENT")
                              DATED OCTOBER 1, 2001
                                      AMONG
                 COMM BANCORP, INC. ("COMM BANCORP"), COMMUNITY
                       BANK AND TRUST COMPANY ("BANK") AND
                         WILLIAM R. BOYLE ("EXECUTIVE")

         WHEREAS, Comm Bancorp, Bank and Executive have determined to amend the
Agreement to reflect the current duties and responsibilities of Executive and
revise the compensation for services rendered by Executive pursuant to the
Agreement;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein and in the Agreement, the parties
hereto agree, intending to be legally bound thereby, as follows:

1.       Section 2 of the Agreement is amended to read in full as follows:

         2. Position and Duties. The Executive: shall serve as the Senior Vice
         President and Chief Credit Officer of Comm Bancorp and the Bank and
         report only to the respective Boards of Directors and President/Chief
         Executive Officer of Comm Bancorp and the Bank; shall have supervision
         and control over, and responsibility for, the general operation of the
         credit administration department, retail lending department, commercial
         lending department, loan administration department, and general senior
         executive oversight of Comm Bancorp and the Bank; and shall have such
         other powers and duties as may, from time to time, be prescribed by the
         respective Boards of Directors and President/Chief Executive Officer of
         Comm Bancorp and the Bank; provided, that such duties and
         responsibilities are consistent with the Executive's position as Senior
         Vice President and Chief Credit Officer in charge of the general
         management of the credit-related operations of Comm Bancorp and the
         Bank.

3.       Subsection 4.A.1 of the Agreement is amended to read in full as
         follows:

         1. Annual Direct Salary. As compensation for services pursuant to this
         Agreement, the Executive shall be entitled to receive an annual salary
         of $130,000.00. The annual salary shall be in an amount that is at
         least $10,000.00 above the annual salary of an employee who is under
         the direct supervision and control of the Executive. The annual salary
         shall be paid to the Executive in

                                        1
<PAGE>

         substantially equal biweekly installments or such other more frequent
         intervals as may be determined by the applicable Board of Directors as
         payroll policy for senior executive officers. The applicable Board of
         Directors shall review Executive's annual salary prior to the
         commencement of each calendar year and shall adjust the annual salary
         based on performance, but any increase shall be no less than the latest
         annual Northeastern Pennsylvania Domestic Consumer Price Index
         percentage rate. The adjusted annual salary shall be communicated to
         the Executive on or before February 28th of each year and shall be
         effective as of January 1st of each year. In no event, shall the annual
         salary be decreased.

4.       Subsection 4.B of the Agreement is amended to read in full as follows:

         B. Incentive Compensation. The Executive shall not participate in the
         Executive Bonus Plan as described in Exhibit A. The Executive shall
         receive an annual bonus equal to or greater than any bonus awarded to
         any other employee, except for the Chief Financial Officer and the
         Chief Executive Officer. Any bonus to be awarded to the Executive
         shall, at a minimum, be in the amount of $5,000.

5.       This Amendment No. 1 to the Agreement shall take effect on the 19th day
         of November, 2003.

6.       All other terms, provisions and exhibits contained in, or attached to,
         the Agreement shall remain in full force and effect.

                                       2
<PAGE>

         IN WITNESS WHEREOF, Comm Bancorp, Bank and Executive have executed this
Amendment No. 1 to the Agreement, by their duly authorized officers as to Comm
Bancorp and Bank.

Attest:                              COMM BANCORP, INC.

By: /s/ John P. Kameen               By: /s/ William F. Farber, Sr.
    ---------------------------          ---------------------------------------
    John P. Kameen, Secretary            William F. Farber, Sr., Chairman,
                                         President and Chief Executive Officer

Attest:                              COMMUNITY BANK AND TRUST COMPANY

By: /s/ John P. Kameen               By: /s/ William F. Farber, Sr.
    ---------------------------          ---------------------------------------
    John P. Kameen, Secretary            William F. Farber, Sr., Chairman,
                                         President and Chief Executive Officer

Witness:

    /s/ Mary Ann Musho                   /s/ William R. Boyle
    --------------------------------     ---------------------------------------
    Signature                            William R. Boyle

                                       3

</TEXT>
</DOCUMENT>
