Tower Bancorp Inc Sample Contracts

Tower Bancorp, Inc. (a Pennsylvania business corporation) 2,198,840 Shares of Common Stock (No par Value Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • December 16th, 2010 • Tower Bancorp Inc • State commercial banks • New York
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GRAYSTONE TOWER BANK DEFERRED COMPENSATION AGREEMENT
Deferred Compensation Agreement • August 9th, 2010 • Tower Bancorp Inc • State commercial banks • Pennsylvania

This Deferred Compensation Agreement (this “Agreement”) is entered into this 2nd day of June, 2010, by and between Graystone Tower Bank, a state-chartered commercial bank located in Lancaster, Pennsylvania (the “Bank”), and Andrew Samuel (the “Executive”).

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AGREEMENT AND PLAN OF MERGER Between SUSQUEHANNA BANCSHARES, INC. and TOWER BANCORP, INC. Dated as of June 20, 2011
Merger Agreement • June 21st, 2011 • Tower Bancorp Inc • State commercial banks • Pennsylvania

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 20, 2011, is entered into between Susquehanna Bancshares, Inc., a Pennsylvania corporation (“Parent”), and Tower Bancorp, Inc., a Pennsylvania corporation (the “Company”). Parent and the Company are sometimes collectively referred to herein as the “Constituent Corporations.”

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1,968,509 Shares TOWER BANCORP, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 28th, 2009 • Tower Bancorp Inc • State commercial banks • New York

Tower Bancorp, Inc., a Pennsylvania corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), and certain securityholders of the Company named in Schedule II hereto (the “Selling Securityholders”), severally and not jointly, propose, subject to the terms and conditions stated herein, to sell to the Underwriters, an aggregate of 1,986,509 shares of the Company’s common stock, no par value (the “Common Stock”), of which (a) 1,869,159 shares are to be issued and sold by the Company (the “Company Shares”), and (b) 99,350 shares are to be sold by the Selling Securityholders (the “Selling Securityholder Shares”), each Selling Securityholder selling the number of shares set forth opposite such Selling Securityholder’s name in Schedule II hereto. The aggregate of 1,968,509 shares to be purchased from the Company and the Selling Securityholders are called the “Firm Shar

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 11th, 2009 • Tower Bancorp Inc • State commercial banks • Pennsylvania

THIS AGREEMENT is made as of this 3rd day of October, 2007, between GRAYSTONE FINANCIAL CORP., a Pennsylvania business corporation (the “Corporation”), and GRAYSTONE BANK (“Bank”), a Pennsylvania chartered bank and JANAK AMIN, an adult individual (“Executive”).

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TOWER BANCORP, INC. FORM OF RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • November 9th, 2010 • Tower Bancorp Inc • State commercial banks • Pennsylvania

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) dated as of , 20 (the “Date of Grant”), is delivered by Tower Bancorp, Inc., a Pennsylvania corporation (the “Company”), to (the “Grantee”), who is an [employee/non-employee director] of the Company or one of its subsidiaries.

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AGREEMENT AND PLAN OF MERGER Between TOWER BANCORP, INC. And GRAYSTONE FINANCIAL CORP. November 12, 2008
Merger Agreement • November 17th, 2008 • Tower Bancorp Inc • State commercial banks • Pennsylvania

THIS AGREEMENT AND PLAN OF MERGER, dated as of November 12, 2008, is made by and between TOWER BANCORP, INC., (“Tower”) a Pennsylvania corporation, having its principal place of business in Greencastle, Pennsylvania, and GRAYSTONE FINANCIAL CORP., (“Graystone”), a Pennsylvania corporation, having its principal place of business in Harrisburg, Pennsylvania.

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AMENDMENT AND RESTATEMENT OF THE FIRST NATIONAL BANK GROUP TERM REPLACEMENT PLAN B
Group Term Replacement Agreement • December 20th, 2005 • Tower Bancorp Inc • State commercial banks • Pennsylvania

On April 1st, 1999, THE FIRST NATIONAL BANK, a national bank located in Greencastle, Pennsylvania (the "Company") and the Executive entered into a Group Term Replacement Agreement (the "Agreement"). The Company and the Participants selected to participate in this Plan (the "Participants") now desire to amend and restate the Agreement for the purpose of updating all the terms and provisions contained therein. This new Agreement shall rescind and replace the existing Agreement.

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EMPLOYMENT AGREEMENT
Employment Agreement • December 13th, 2010 • Tower Bancorp Inc • State commercial banks • Pennsylvania

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 27th day of December, 2009, by and among JOHN A. FEATHERMAN, III (“Executive”) and FIRST NATIONAL BANK OF CHESTER COUNTY, a national banking association having its principal office in West Chester, Pennsylvania (“FNB”), TOWER BANCORP, INC., a Pennsylvania corporation having its principal office in Harrisburg, Pennsylvania (“Tower”), and FIRST CHESTER COUNTY CORPORATION, a Pennsylvania corporation having its principal office in West Chester, Pennsylvania (“First Chester”).

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TOWER BANCORP, INC.
Non-Qualified Stock Option Agreement • September 24th, 2009 • Tower Bancorp Inc • State commercial banks • Pennsylvania

By this Agreement, dated as of (the “Date of Grant”), pursuant to the Tower Bancorp, Inc. 1995 Stock Option Plan (the “Plan”), Tower Bancorp, Inc. (the “Corporation”) grants and gives to , an adult individual (the “Recipient”), the option and right, but not the obligation, to purchase from the Corporation up to shares of its common stock at the purchase price of $ for each such share (the “Option Price”), under and subject to the terms and provisions set forth in this Agreement and the Plan (the “Option”). The Option Price is intended to be 100% of the fair market value of a share of the Corporation common stock as of the Date of Grant as determined in accordance with the Plan. It is intended that the Option granted by this Agreement is and shall be a Non-Qualified Option as defined in the Plan.

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October 28, 2010 Re: Extension of Maturity Date
Promissory Note • November 2nd, 2010 • Tower Bancorp Inc • State commercial banks
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TOWER BANCORP, INC. GRAYSTONE FINANCIAL CORP. NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEE
Nonqualified Stock Option Agreement • September 24th, 2009 • Tower Bancorp Inc • State commercial banks • Pennsylvania

THIS STOCK OPTION AGREEMENT (this “Agreement”) dated as of , (the “Date of Grant”), is delivered by Tower Bancorp, Inc. (the “Company”), a Pennsylvania bank holding company, as successor through merger to Graystone Financial Corp., to (the “Grantee”), who is an employee of the Company or one of its subsidiaries.

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FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER BY AND BETWEEN TOWER BANCORP, INC. AND FNB FINANCIAL CORPORATION
Agreement and Plan of Merger • December 19th, 2005 • Tower Bancorp Inc • State commercial banks

WHEREAS, Tower Bancorp, Inc. (“Tower”) and FNB Financial Corporation (“FNB”) have entered into an Agreement and Plan of Merger dated September 21, 2005 (the “Agreement”);

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SEPARATION BENEFITS AGREEMENT
Separation Benefits Agreement • December 13th, 2010 • Tower Bancorp Inc • State commercial banks • Pennsylvania

THIS SEPARATION BENEFITS AGREEMENT (the “Agreement”) is made as of this 02 day of October, 2006, by and between FIRST NATIONAL BANK OF CHESTER COUNTY, a wholly-owned subsidiary of First Chester County Corporation and a national banking association with its principal offices located at 9 North High Street, West Chester, Pennsylvania (hereinafter referred to as the “Bank”) and CLAY T. HENRY, an individual residing at 319 Vista Drive, Phoenixville, PA 19460 (hereinafter referred to as “Executive”).

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AMENDMENT AND RESTATEMENT OF THE FIRST NATIONAL BANK EXECUTIVE BONUS AGREEMENT
Executive Bonus Agreement • December 20th, 2005 • Tower Bancorp Inc • State commercial banks • Pennsylvania

THIS AGREEMENT is made this day of , 2000, by and between THE FIRST NATIONAL BANK, a national bank located in Greencastle, Pennsylvania (the "Company"), and (the "Executive").

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TO AGREEMENT AND PLAN OF MERGER BY AND BETWEEN TOWER BANCORP, INC. AND FNB FINANCIAL CORPORATION
Agreement and Plan of Merger • May 12th, 2006 • Tower Bancorp Inc • State commercial banks

WHEREAS, Tower Bancorp, Inc. (“Tower”) and FNB Financial Corporation (“FNB”) have entered into an Agreement and Plan of Merger dated September 21, 2005, as amended on December 14, 2005 (the “Agreement”);

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AMENDMENT TO LIMITED WAIVER
Limited Waiver • July 28th, 2010 • Tower Bancorp Inc • State commercial banks • Pennsylvania

This Amendment to Limited Waiver (this “Amendment”), is made as of July 26, 2010 (the “Effective Date”), by and between FIRST CHESTER COUNTY CORPORATION, a Pennsylvania corporation (“Borrower”) and GRAYSTONE TOWER BANK, a Pennsylvania chartered bank (“Lender”). Unless otherwise set forth herein, all capitalized terms used herein shall have the meaning given such terms in the Loan Documents (defined below).

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THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • November 2nd, 2010 • Tower Bancorp Inc • State commercial banks

This THIRD AMENDMENT dated as of October 28, 2010 (this “Third Amendment”), is by and between Tower Bancorp, Inc., a Pennsylvania corporation (“Tower”), and First Chester County Corporation, a Pennsylvania corporation (“First Chester”), and amends that certain Agreement and Plan of Merger dated as of December 27, 2009 between Tower and First Chester, as amended by that certain First Amendment to Agreement and Plan of Merger dated March 4, 2010 and Second Amendment to Agreement and Plan of Merger dated August 25, 2010 (as amended, the “Agreement”).

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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 3rd, 2011 • Tower Bancorp Inc • State commercial banks • Pennsylvania

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (the “First Amendment”) is made and entered into as of this 28th day of September, 2011 by and between Susquehanna Bancshares, Inc., a Pennsylvania corporation (“Parent”), and Tower Bancorp, Inc., a Pennsylvania corporation (the “Company”). Each of Parent, on the one hand, and the Company, on the other, are referred to individually as a “Party” and collectively as the “Parties.”

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SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER BY AND BETWEEN TOWER BANCORP, INC. AND FNB FINANCIAL CORPORATION
Agreement and Plan of Merger • May 15th, 2006 • Tower Bancorp Inc • State commercial banks

WHEREAS, Tower Bancorp, Inc. ("Tower") and FNB Financial Corporation ("FNB") have entered into an Agreement and Plan of Merger dated September 21, 2005, as amended on December 14, 2005 (the "Agreement");

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SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 26th, 2010 • Tower Bancorp Inc • State commercial banks

This SECOND AMENDMENT dated as of August 25, 2010 (this “Second Amendment”), is by and between Tower Bancorp, Inc., a Pennsylvania corporation (“Tower”), and First Chester County Corporation, a Pennsylvania corporation (“First Chester”), and amends that certain Agreement and Plan of Merger dated as of December 27, 2009 between Tower and First Chester, as amended by that certain First Amendment to Agreement and Plan of Merger dated March 4, 2010 (as amended, the “Agreement”).

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LIMITED WAIVER
Limited Waiver • May 6th, 2010 • Tower Bancorp Inc • State commercial banks • Pennsylvania

This Limited Waiver (this “Waiver”) is made as of May 5, 2010 (the “Effective Date”), by and between FIRST CHESTER COUNTY CORPORATION, a Pennsylvania corporation (“Borrower”) and GRAYSTONE TOWER BANK, a Pennsylvania chartered bank (“Lender”). Unless otherwise set forth herein, all capitalized terms used herein shall have the meaning given such terms in the Loan Documents (defined below).

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FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 9th, 2010 • Tower Bancorp Inc • State commercial banks • Pennsylvania

This FIRST AMENDMENT dated as of March 4, 2010 (this “First Amendment”), is by and between Tower Bancorp, Inc., a Pennsylvania corporation (“Tower”), and First Chester County Corporation, a Pennsylvania corporation (“First Chester”), and amends that certain Agreement and Plan of Merger dated as of December 27, 2009 between Tower and First Chester (the “Agreement”).

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