**Exhibit 3.1**

** **

**AMENDED AND RESTATED ARTICLES OFINCORPORATION**

**OF**

**TOWER BANCORP, INC.**

 

FIRST. The name of the Corporation is Tower Bancorp, Inc.

 

SECOND. The location and Post Office address of the Corporation’s registeredoffice in this Commonwealth is Center Square, Greencastle, Franklin County,Pennsylvania 17225.

 

THIRD. The Corporation was incorporated on October 12, 1983, under theprovisions of the Business Corporation Law, the Act approved May 5, 1993,P.L. 364, as amended (the “Pennsylvania Business Corporation Law”).  The purpose of the Corporation is and itshall have unlimited power to engage in and do any lawful act concerning any orall lawful business for which corporations may be incorporated under thePennsylvania Business Corporation Law.

 

FOURTH. The term of the Corporation’s existence is perpetual.

 

FIFTH.     A.                              Theaggregate number of shares that the Corporation shall have authority to issueis 5,000,000 shares of Common Stock (the “Common Stock”) and 500,000 shares ofpreferred stock (the “Preferred Stock”).

 

B.                           The Preferred Stock of theCorporation may, from time to time, be divided into and issued in one or moreseries of shares, each of which series shall be so designated as to distinguishthe shares thereof from the shares of all other series.  All shares within any series of PreferredStock shall be identical.  There may bevariations between different series of Preferred Stock, namely, the rate ofdividend, the right of redemption, and the price at, and the terms andconditions on, which shares may be redeemed, the amounts payable upon shares inthe event of voluntary or involuntary liquidation, sinking fund provisions forthe redemption or purchase of shares, the right of conversion, and the termsand conditions on which shares may be converted in the event the shares of anyseries of Preferred Stock are issued with the privilege of conversion.  Different series of Preferred Stock shall notbe construed to constitute different classes of shares for the purpose ofvoting by classes under Pennsylvania Business Corporation Law.

 

C.                           TheBoard of Directors of the Corporation is hereby expressly vested with theauthority, by resolution, from time to time, to divide the Preferred Stock ofthe Corporation into one or more series as aforesaid, to fix and determine thevariable relative rights and preferences of any series so established, and tochange redeemed or reacquired shares of any one series thereof into shares ofanother series.

 

SIXTH. [Intentionally Omitted.]

 

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SEVENTH. No merger, consolidation, liquidation or dissolution of this Corporationnor any action that would result in the sale or other disposition of all orsubstantially all of the assets of this Corporation shall be valid unless firstapproved by the affirmative vote of the holders of at least sixty-six andtwo-thirds (66 2/3) percent of the outstanding shares of Common Stock of thisCorporation.  This Article 7 may notbe amended unless first approved by the affirmative vote of the holders of atleast sixty-six and two-thirds (66 2/3) percent of the outstanding shares ofCommon Stock of this Corporation.

 

EIGHTH. Cumulative voting rights shall not exist with respect to the election ofdirectors.

 

NINTH.                A.                         The Board of Directors may, ifit deems it advisable, oppose a tender or other offer for the Corporation’ssecurities, whether the offer is in cash or in the securities of a corporationor otherwise.  When considering whetherto oppose an offer, the Board of Directors may, but is not legally obligatedto, consider any relevant germane or pertinent issue; by way of illustration,but not to be considered any limitation on the power of the Board of Directorsto oppose a tender or other offer for this Corporation’s securities, the Boardof Directors may, but shall not be legally obligated to, consider any or all ofthe following:

 
| (i)    |   | Whether the offer price is acceptable based on the historical and  present operating results or financial condition of the Corporation;                                                                                                                              |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                 |
| (ii)   |   | Whether a more favorable price could be obtained for the  Corporation’s securities in the future;                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                 |
| (iii)  |   | The impact which an acquisition of the Corporation would have on the  shareholders, employees, depositors and customers of the corporation and its  subsidiaries and the communities which they serve;                                                               |
|   |   |                                                                                                                                                                                                                                                                 |
| (iv)   |   | The reputation and business practices of the offeror and its  management and affiliates as they would affect the shareholders, employees,  depositors and customers of the Corporation and its subsidiaries and the  future value of the Corporation’s stock;   |
|   |   |                                                                                                                                                                                                                                                                 |
| (v)    |   | The value of the securities (if any) which the offeror is offering in  exchange for the Corporation’s securities, based on an analysis of the worth  of the Corporation as compared to the corporation or other entity whose  securities are being offered; and |
|   |   |                                                                                                                                                                                                                                                                 |
| (vi)   |   | Any antitrust or other legal and regulatory issues that are raised by  the offer.                                                                                                                                                                                    |

 

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B.                           Ifthe Board of Directors determines that an offer should be rejected, it may takeany lawful action to accomplish its purpose, including, but not limited to, anyor all of the following:  advisingshareholders not to accept the offer; litigation against the offeror; filingcomplaints with all governmental and regulatory authorities; acquiring theofferor corporation’s securities; selling or otherwise issuing authorized butunissued securities or treasury stock or granting options with respect thereto;acquiring a company to create an antitrust or other regulatory problem for theofferor; and obtaining a more favorable offer from another individual orentity.

 

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