FORM 10-Q

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

            QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended    September 30, 2002
                         ------------------
Commission file number:  2-89573
                         ------------------

                          TOWER BANCORP INC
        ----------------------------------------------------
       (Exact name of registrant as specified in its charter)

 Commonwealth of Pennsylvania                       25-1445946
-----------------------------------------        -----------------
(State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)                  Identification No.)

Center Square
Greencastle, Pennsylvania                              17225
-----------------------------------------        -----------------
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including
 area code:                                      (717) 597-2137
                                                 -----------------

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.
                       Yes      X       No
                           ----------      ----------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

1,732,763 shares of common stock

<PAGE>



                        TOWER BANCORP, INC.

                               INDEX



Page

PART I - FINANCIAL INFORMATION

   Condensed consolidated balance sheets - September 30, 2002
     and December 31, 2001                                         4
   Condensed consolidated statements of income - three months
     ended September 30, 2002 and 2001                             5
   Condensed consolidated statements of income - nine months
     ended September 30, 2002 and 2001                             6
   Condensed consolidated statements of comprehensive income -
     nine months ended September 30, 2002 and 2001                 7
   Condensed consolidated statements of cash flows - nine
     months ended September 30, 2002 and 2001                      8
   Notes to condensed consolidated financial statements            9

   Management's discussion and analysis of financial
     condition and results of operations                   10 and 11

PART II - OTHER INFORMATION                                       12

   Item 6 - Index to Exhibits and Reports on Form 8-K      13 and 14

   Signatures                                                     15

   Certifications of Principal Executive Officer and
     Principal Financial Officer                             16 - 19

   Exhibits



<PAGE>












                  PART I - FINANCIAL INFORMATION











<PAGE>
        TOWER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

               CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                            September 30,  December 31,
                                                2002          2001*
                                             (Unaudited)    (Audited)
                                                   (000 Omitted)
<S>                                         <C>            <C>
           ASSETS
Cash and due from banks                       $     7,953    $    8,080
Interest bearing balances with banks                1,841         2,717
Investment securities available for sale           53,308        55,601
Restricted bank stock                               3,114         3,404
Loans                                             188,199       167,677
Less: reserve for possible loan losses        (     1,596)  (     1,577)
Bank premises, equipment, furniture and             3,574         2,973
     fixtures
Accrued interest receivable                         1,093         1,196
Cash surrender value of life insurance              5,088         4,047
Other assets                                        1,720         1,456
                                              -----------    ----------
          Total assets                        $   264,294    $  245,574
                                              ===========    ==========

          LIABILITIES AND CAPITAL
Deposits in domestic offices:
     Demand                                   $    14,233    $   13,328
     Savings                                      105,887        87,204
     Time                                          67,919        77,067
Liabilities for borrowed money                     40,667        37,341
Accrued interest payable                              295           429
Other liabilities                                   3,005         1,687
                                              -----------    ----------
          Total liabilities                       232,006       217,056
                                              -----------    ----------

EQUITY CAPITAL
Capital stock, common, authorized 5,000,000
     shares; 1,780,100 shares issued                2,225         2,225
Additional paid-in capital                          6,712         6,707
Retained earnings                                  22,189        19,604
Accumulated other comprehensive income              2,424           863
Less:  cost of treasury stock                (      1,262)  (       881)
          Total equity capital                     32,288        28,518
                                              -----------    ----------
          Total liabilities and capital       $   264,294    $  245,574
                                              ===========    ==========
*  Condensed from audited financial statements.
</TABLE>


       The accompanying notes are an integral part of these
                  condensed financial statements.
<PAGE>
        TOWER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

            CONDENSED CONSOLIDATED STATEMENTS OF INCOME
          THREE MONTHS ENDED SEPTEMBER 30, 2002 and 2001
                            (UNAUDITED)
<TABLE>
<CAPTION>
                                                   2002        2001
                                                    (000 Omitted)
<S>                                           <C>         <C>
Interest Income
  Interest & fees on loans                    $    3,341  $    3,421
  Interest on investment securities
     available for sale                              595         731
  Interest on federal funds sold                       0          24
  Interest on deposits with banks                     35          49
                                              ----------  ----------
     Total interest & dividend income              3,971       4,225
                                              ----------  ----------
Interest Expense
  Interest on deposits                               932       1,473
  Interest on borrowed money                         381         312
                                              ----------  ----------
     Total interest expense                        1,313       1,785
                                              ----------  ----------
         Net interest income                       2,658       2,440

Provision for loan losses                             90          30
                                              ----------  ----------
Net interest income after provision
  for loan losses                                  2,568       2,410
                                              ----------  ----------
Other Income
  Investment services income                          32          15
  Service charges on deposit accounts                152          63
  Other service charges                               10          17
  Other operating income                             212         231
  Investment securities gains (losses)               314         733
                                              ----------  ----------
     Total other income                              720       1,059
                                              ----------  ----------
Other Expense
  Salaries, wages and other benefits                 875         810
  Occupancy expense of bank premises                  93          82
  Furniture and fixture expense                      149         141
  Other operating expenses                           622         788
                                              ----------  ----------
         Total other expenses                      1,739       1,821
                                              ----------  ----------
         Income before taxes                       1,549       1,648
Applicable income taxes                              409         435
                                              ----------  ----------
         Net income                           $    1,140  $    1,213
                                              ==========  ==========
Earnings per share:
Basic earnings per share                      $     0.66  $     0.69
Weighted average shares outstanding            1,734,221   1,756,835
Diluted earnings per share                    $     0.65  $     0.68
Weighted average shares outstanding            1,759,368   1,776,383


       The accompanying notes are an integral part of these
                  condensed financial statements.
</TABLE>
<PAGE>
        TOWER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

            CONDENSED CONSOLIDATED STATEMENTS OF INCOME
           NINE MONTHS ENDED SEPTEMBER 30, 2002 and 2001
                            (UNAUDITED)

<TABLE>
<CAPTION>
                                                    2002       2001
                                                     (000 Omitted)
<S>                                               <C>       <C>
 Interest Income
    Interest & fees on loans                      $ 10,029  $  10,117
    Interest on investment securities available
       for sale                                      1,948      2,228
    Interest on federal funds sold                       0         27
    Interest on deposits with banks                    115        169
                                                  --------  ---------
       Total interest & dividend income             12,092     12,541
                                                  --------  ---------
 Interest Expense
    Interest on deposits                             2,981      4,590
    Interest on borrowed money                       1,175        936
                                                  --------  ---------
       Total interest expense                        4,156      5,526
                                                  --------  ---------
          Net interest income                        7,936      7,015

 Provision for loan losses                             220         90
                                                  --------  ---------
 Net interest income after provision for loan
    losses                                           7,716      6,925
                                                  --------  ---------
 Other Income
    Investment services income                          47        178
    Service charges on deposit accounts                450        352
    Other service charges                               48         66
    Other operating income                             477        468
    Investment securities gains (losses)             1,709      1,631
                                                  --------   --------
       Total other income                            2,731      2,695
                                                  --------   --------
 Other Expense
    Salaries, wages and other benefits               2,630      2,424
    Occupancy expense of bank premises                 289        253
    Furniture and fixture expense                      420        408
    Other operating expenses                         1,994      2,199
                                                  --------   --------
       Total other expenses                          5,333      5,284
                                                  --------   --------
       Income before taxes                           5,114      4,336
                                                  --------   --------
 Applicable income taxes
       Net income                                 $  3,732   $  3,225
                                                  ========   ========
 Earnings per share:
 Basic earnings per share                       $     2.15 $     1.84
 Weighted average shares outstanding             1,738,922  1,755,951
 Diluted earnings per share                     $     2.11 $     1.82
 Weighted average shares outstanding             1,765,403  1,775,951


       The accompanying notes are an integral part of these
                  condensed financial statements.
</TABLE>
<PAGE>

        TOWER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

     CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
           NINE MONTHS ENDED SEPTEMBER 30, 2002 and 2001
                            (UNAUDITED)

<TABLE>
<CAPTION>
                                            2002           2001
                                              (000 Omitted)
<S>                                        <C>           <C>
Net income                                 $ 3,732       $ 3,225
                                           -------       -------
Other comprehensive income:
Unrealized holding gains (losses)            4,074         2,356
 reclassification adjustment for gains
  Realized in net income                  (  1,709)     (  1,631)
                                           -------       -------
                                             2,365           725
Tax effect                                (    804)     (    246)
                                           -------       -------
Other comprehensive income                   1,561           479
                                           -------       -------
Comprehensive income                       $ 5,293       $ 3,704
                                           =======       =======


















       The accompanying notes are an integral part of these
                  condensed financial statements.
</TABLE>
<PAGE>

        TOWER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
           Nine Months Ended September 30, 2002 and 2001
                            (UNAUDITED)
<TABLE>
<CAPTION>
                                                       2002         2001
                                                         (000 omitted)
<S>                                                 <C>          <C>
Cash flows from operating activities:
   Net income                                       $    3,732   $    3,225
   Adjustments to reconcile net income to net cash:
      Depreciation and amortization                        347          307
      Provision for loan losses                            220           90
      (Gain) on sale of investment securities      (     1,709)  (    1,631)
      (Increase) in cash surrender value of life   (     1,041)           0
         insurance
      (Increase) decrease in other assets          (     1,068)  (       96)
      (Increase) decrease in interest receivable           103           51
      Increase (decrease) in interest payable      (       134)  (       31)
      Increase (decrease) in other liabilities           1,318          417
Net cash provided (used) by operating               ----------    ---------
   activities                                            1,768        2,332
                                                    ----------    ---------
Cash flows from investing activities:
   Loans (net)                                     (    20,723)  (   17,178)
   Purchases of bank premises, equipment,
      furniture and fixtures                       (       948)  (      704)
   Interest bearing balances with banks                    876        1,022
   Purchases of available for sale securities      (     5,246)  (   12,479)
   Maturities/sales of available for sale
      securities                                        11,613       17,571
   Sale of restricted bank stock                           290            0
                                                    ----------    ---------
Net cash (used) by investing activities            (    14,138)  (   11,768)
                                                    ----------    ---------
Cash flows from financing activities:
   Net increase in deposits                             10,440        2,980
   Debt (net)                                            3,326        8,710
   Cash dividends paid                             (     1,147)  (    1,265)
   Purchase treasury stock                         (       468)  (      106)
   Proceeds from sale of capital stock                      92          164
                                                    ----------    ---------
Net cash provided by financing activities               12,243       10,483
                                                    ----------    ---------
Net increase (decrease) in cash and cash
equivalents                                        (       127)       1,047

Cash and cash equivalents at beginning of year           8,080        5,115
                                                    ----------    ---------
Cash and cash equivalents at end of period          $    7,953   $    6,162
                                                    ==========   ==========

       The accompanying notes are an integral part of these
                  condensed financial statements.
</TABLE>
<PAGE>
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        SEPTEMBER 30, 2002
                            (UNAUDITED)

Review of Interim Financial Statements

          The condensed consolidated financial statements as of and
          for the three and nine month periods ended September 30,
          2002 and 2001 have been reviewed by independent certified
          public accountants.  Their report on their review is
          attached as Exhibit 99 to this 10-Q filing.

Note 1.   Basis of Presentation

          In the opinion of management, the accompanying unaudited
          condensed consolidated financial statements contain all
          adjustments necessary to present fairly Tower Bancorp,
          Inc.'s consolidated financial position as of September
          30, 2002 and the results of its operations for the three
          and nine month periods ended September 30, 2002 and 2001.

          The results of operations for the nine month period ended
          September 30, 2002 and 2001 are not necessarily
          indicative of the results to be expected for the full
          year.

Note 2.   Income Taxes

          Income tax expense is less than the amount calculated
          using the statutory tax rate primarily as a result of tax
          exempt income earned from state and municipal securities
          and loans.

Note 3.   Commitments

          In the normal course of business, the bank makes various
          commitments and incurs certain contingent liabilities
          which are not reflected in the accompanying financial
          statements.  These commitments include various guarantees
          and commitments to extend credit and the bank does not
          anticipate any losses as a result of these transactions.

<PAGE>
                        TOWER BANCORP, INC.
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS

       Net income for the first nine months of 2002 was $ 3,732,000
compared to $ 3,255,000 for 2001.  Net income on a per share basis
for 2002 was $ 2.15, up $ .31 from the $ 1.84 realized during the
first nine months of 2001.

       Total interest income for the first nine months of 2002 was
$ 12,092,000 compared to $ 12,541,000 for the first nine months of
2001.  Increases occurred primarily in loan income resulting from a
volume increase as rates continue to decline.  Average rates on
loans decreased approximately one hundred nineteen basis points
from those at the end of the first nine months of 2001.  Average
loan balances at September 30, 2002 have increased 13.9% over those
at September 30, 2001.  Increases were primarily in mortgage and
commercial loans, which increased 12.8% and 32.7%, respectively
since September 30, 2001.  Earnings on investments for the first
nine months decreased 13.9% from totals for the corresponding
period in 2001.  Decreases were attributable to volume decreases of
12.8% and a ninety three basis point drop in average rates earned
from June 30, 2001 to 2002.

       Total interest expense was $ 4,156,000 for the first nine
months of 2002, a decrease of $ 1,370,000 from the $ 5,526,000
reported for the first nine months of 2001.  Increases in average
total deposits has been 5.6% since September 30, 2001.  Most of
this growth has occurred in the interest bearing demand deposit
accounts.  Average rates on deposits decreased one hundred thirty
basis points from those paid during the first nine months of 2001.
This coupled with the fact that deposit growth has been
concentrated in transaction accounts has caused the bank's cost of
funds to decrease.  With the increases in earning assets occurring
in mortgage and commercial loans, the Bank has been able to produce
higher net interest earnings over 2001.  The loan to deposit ratio
was 100% at September 30, 2002 compared to 91% at September 30,
2001.  Interest expense on borrowed money increased $ 239,000 over
2001 totals as the Bank increased its borrowings as a supplemental
source of funds to maintain liquidity goals.  Management intends to
continue to competitively price its deposits while maintaining
desired net interest spreads.

       The Bank made a $ 220,000 provision for loan losses during
the first nine months of 2002.  Net charge-offs were $ 201,000
during the first nine months of 2002 compared to $ 110,000 during
the first nine months of 2001, which are well below peer group
averages.  Management has significantly expanded its detailed
review of the loan portfolio, which is performed quarterly, in an
effort to identify and more readily act on loans with deteriorating
trends.  Anticipated losses are well below the current allowance
amount and management is not aware of any problem loans that are
indicative of trends, events, or uncertainties that would
significantly impact future operations, liquidity or capital.

<PAGE>

       Management also recognizes the need to maintain an adequate
allowance to meet the constant risks associated with a growing loan
portfolio and an expanding customer base and intends to continue to
maintain the allowance at appropriate levels based on ongoing
evaluations of the loan portfolio.

       Non-interest income was $ 2,731,000 for the first nine
months of 2002 representing a 1.3% increase over the first nine
months of 2001. Increases were primarily in service charges on
deposit accounts and Securities Gains.  Investment Services income
is down significantly as expected due to the transfer of its Trust
Department Administration to Sentry Trust.  Management expects to
regain some of this decrease by expanding its brokerage services.

       Non-interest expenses were $ 5,333,000 for the first nine
months of 2002 compared to $ 5,284,000 for 2001.  Increases were
primarily in personnel and technology costs as the bank prepares to
establish a new full service branch office in Hagerstown, Maryland.

       The bank's effective income tax rate was 27% and 25.6% for
the first nine months of 2002 and 2001, respectively.  The
statutory marginal tax bracket remains at 34%.  The primary
differences between the statutory and effective rates are due to
nontaxable income from municipal investments and tax-free loans.

       Total assets were $ 264,294,000 at September 30, 2002
compared to $ 239,331,000 at September 30, 2001.  This represents a
growth rate of approximately 10.4%.  Internal capital generation
has been the primary method utilized to increase capital.  Total
stockholders' equity was $ 32,288,000 at September 30, 2002,
representing 12.2% of total assets compared to $ 29,173,000 at
September 30, 2001, which represented 12.2% of total assets.  Risk-
based capital ratios continue to exceed regulatory minimums.

CONTROLS AND PROCEDURES

       We maintain a system of controls and procedures designed to
provide reasonable assurance as to the reliability of the financial
statements and other disclosures included in this report, as well
as to safeguard assets from unauthorized use or disposition.  We
evaluated the effectiveness of the design and operation of our
disclosure controls and procedures under the supervision and with
the participation of management, including our Chief Executive
Officer and Chief Financial Officer, within 90 days prior to the
filing date of this report.  Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective in timely alerting
them to material information required to be included in our
periodic Securities and Exchange Commission filings.  No
significant changes were made to our internal controls or other
factors that could significantly affect these controls subsequent
to the date of their evaluation.
















<PAGE>










                    PART II - OTHER INFORMATION












<PAGE>
                    PART II - OTHER INFORMATION

Item 1 - Legal Proceedings
--------------------------
        Not applicable

Item 2 - Changes in Securities
------------------------------
        Not applicable

Item 3 - Defaults Upon Senior Securities
----------------------------------------
        Not applicable

Item 4 - Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
        Not applicable

Item 5 - Other Information
--------------------------
        During the quarter ended September 30, 2002, the
        Corporation entered into a "Supplemental Executive
        Retirement Plan Agreement" and "Change of Control
        Agreement" with its President/CEO Jeffrey B. Shank.  Copies
        of those agreements are attached as Exhibits 99.3 and 99.4
        to this Form 10-Q filing.

Item 6 - Index to Exhibits and Reports on Form 8-K
--------------------------------------------------
    (a)  Exhibits:

Exhibit Number Referred to               Description
Item 601 of Regulation S-K               of Exhibit

          99                       Report of Independent Accountant's on
                                   Interim Financial Statements

          99.1                     Certification of Chief Executive
                                   Officer pursuant to 18 U.S.C.
                                   Section 1350

          99.2                     Certification of Chief Financial
                                   Officer pursuant to 18 U.S.C.
                                   Section 1350

          99.3                     Supplemental Executive Retirement
                                   Plan Agreement between the
                                   First National Bank of Greencastle
                                   (subsidiary of Tower Bancorp)
                                   and Jeffrey B. Shank, President/CEO
                                   of Tower Bancorp and First
                                   National Bank of Greencastle.

          99.4                     Change of Control Agreement between
                                   Tower Bancorp, First National Bank of
                                   Greencastle, and Jeffrey B.
                                   Shank, President/CEO.

   (b)  Reports on Form 8-K:

        Current report on Form 8-K filed with the Commission on
        September 19, 2002.

        Current report on Form 8-K filed with the Commission on
        September 25, 2002.

        Current report on Form 8-K filed with the Commission on
        October 4, 2002.



<PAGE>
                            SIGNATURES


          Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.


                                    TOWER BANCORP, INC.
                                    (REGISTRANT)



                                    /s/  Jeffrey B. Shank
                                    ---------------------------------
                                    Jeffrey B. Shank, President, CEO
                                    (Principal Executive Officer)
Date:  November 1, 2002
       ----------------



                                    /s/Franklin T. Klink, III
                                    --------------------------------
                                    Franklin T. Klink, III,
                                    Treasurer
                                    (Principal Financial Officer)


Date:  November 1, 2002
       ----------------







<PAGE>

                           CERTIFICATION

I, Jeffrey B. Shank, President/CEO, certify, that:

     1.   I have reviewed this quarterly report on Form 10-Q of
          Tower Bancorp, Inc.

     2.   Based on my knowledge, the quarterly report does not
          contain any untrue statement of a material fact or omit
          to state a material fact necessary to make the statements
          made, in light of the circumstances  under which such
          statements were made, not misleading with respect to the
          period covered by this quarterly report.

     3.   Based on my knowledge, the financial statements, and
          other financial information included in this quarterly
          report, fairly present in all material respects the
          financial condition, results of operations and cash flows
          of the registrant as of, and for, the periods presented
          in this quarterly report.

          4.   The registrant's other certifying officer and I are
          responsible for establishing and maintaining disclosure
          controls and procedures (as defined in Exchange Act Rules
          13a-14 and 15d-14) for the registrant and we have:

          (a)  designed such disclosure controls and procedures to
               ensure that material information relating to the
               registrant, including its consolidated subsidiaries,
               is made known to us by others within those entities,
               particularly during the period in which this
               quarterly report is being prepared;

          (b) evaluated the effectiveness of the registrant's
               disclosure controls and procedures as of a date
               within 90 days prior to the filing date of this
               quarterly report (the "Evaluation Date"); and

          (c) presented in this quarterly report our conclusions
               about the effectiveness of the disclosure controls
               and procedures based on our evaluation as of the
               Evaluation Date.

     5.   The registrant's other certifying officer and I have
          disclosed, based on our most recent evaluation, to the
          registrant's auditors and the audit committee of
          registrant's board of directors (or persons performing
          the equivalent function):

          (a)  all significant deficiencies in the design or
               operation of the internal controls which could
               adversely affect the registrant's ability to record,
               process, summarize and report financial data and
               have identified for the registrant's auditors any
               material weaknesses in internal controls; and

<PAGE>

          (b)  any fraud, whether or not material, that involves
               management or other employees who have a significant
               role in the registrant's internal controls.

     6.   The registrant's other certifying officer and I have
          indicated in this quarterly report whether or not there
          were significant  changes in internal controls or in
          other factors that could significantly affect the
          internal controls subsequent to the date of our most
          recent evaluation, including any corrective actions with
          regard to significant deficiencies and material
          weaknesses.


Date:     November 1, 2002         By:  /s/Jeffrey B. Shank
          ----------------              --------------------------
                                        Jeffrey B. Shank,
                                        President/CEO
                                        (Principal Executive
                                        Officer)




<PAGE>
                           CERTIFICATION


I, Franklin T. Klink, III, Treasurer, certify, that:

     1.   I have reviewed this quarterly report on Form 10-Q of
          Tower Bancorp, Inc.

     2.   Based on my knowledge, the quarterly report does not
          contain any untrue statement of a material fact or omit
          to state a material fact necessary to make the statements
          made, in light of the circumstances  under which such
          statements were made, not misleading with respect to the
          period covered by this quarterly report.

     3.   Based on my knowledge, the financial statements, and
          other financial information included in this quarterly
          report, fairly present in all material respects the
          financial condition, results of operations and cash flows
          of the registrant as of, and for, the periods presented
          in this quarterly report.

          4.   The registrant's other certifying officer and I are
          responsible for establishing and maintaining disclosure
          controls and procedures (as defined in Exchange Act Rules
          13a-14 and 15d-14) for the registrant and we have:

          (a)  designed such disclosure controls and procedures to
               ensure that material information relating to the
               registrant, including its consolidated subsidiaries,
               is made known to us by others within those entities,
               particularly during the period in which this
               quarterly report is being prepared;

          (b) evaluated the effectiveness of the registrant's
               disclosure controls and procedures as of a date
               within 90 days prior to the filing date of this
               quarterly report (the "Evaluation Date"); and

          (c) presented in this quarterly report our conclusions
               about the effectiveness of the disclosure controls
               and procedures based on our evaluation as of the
               Evaluation Date.

     5.   The registrant's other certifying officer and I have
          disclosed, based on our most recent evaluation, to the
          registrant's auditors and the audit committee of
          registrant's board of directors (or persons performing
          the equivalent function):

          (a)  all significant deficiencies in the design or
               operation of the internal controls which could
               adversely affect the registrant's ability to record,
               process, summarize and report financial data and
               have identified for the registrant's auditors any
               material weaknesses in internal controls; and

<PAGE>
          (b)  any fraud, whether or not material, that involves
               management or other employees who have a significant
               role in the registrant's internal controls.

     6.   The registrant's other certifying officer and I have
          indicated in this quarterly report whether or not there
          were significant  changes in internal controls or in
          other factors that could significantly affect the
          internal controls subsequent to the date of our most
          recent evaluation, including any corrective actions with
          regard to significant deficiencies and material
          weaknesses.


Date:     November 1, 2002         By:  /s/Franklin T. Klink, III
          ----------------              ---------------------------
                                        Franklin T. Klink, III
                                        Treasurer
                                        (Principal Financial
                                        Officer)





<PAGE>
                            EXHIBIT 99


                  INDEPENDENT ACCOUNTANT'S REPORT


Board of Directors
Tower Bancorp, Inc.
Greencastle, Pennsylvania


          We have reviewed the accompanying consolidated balance
sheet of Tower Bancorp, Inc. and Subsidiary as of September 30,
2002 and the related consolidated statements of income for the
three and nine month periods ended September 30, 2002 and 2001 and
consolidated statements of comprehensive income for the nine months
ended September 30, 2002 and 2001 and consolidated statements of
cash flows for the nine months ended September 30, 2002 and 2001.
These financial statements are the responsibility of the
corporation's management.

          We conducted our reviews in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information consists
principally of applying analytical procedures to financial data and
making inquiries of persons responsible for financial and
accounting matters.  It is substantially less in scope than an
audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the consolidated financial statements taken as a whole.
Accordingly, we do not express such an opinion.

          Based on our reviews, we are not aware of any material
modifications that should be made to the accompanying consolidated
financial statements for them to be in conformity with generally
accepted accounting principles.




                      /s/ Smith Elliott Kearns & Company, LLC
                      ---------------------------------------
                      SMITH ELLIOTT KEARNS & COMPANY, LLC




Chambersburg, Pennsylvania
October 31, 2002

<PAGE>
                              EXHIBIT 99.1


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OR THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report of Tower Bancorp, Inc.
(the "Company") on Form 10-Q for the period ending September 30,
2002 as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), I, Jeffrey B. Shank, Chief Executive
Officer of the Company, certify, pursuant to 18 U.S.C. section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act
of 2002, that:

     (1)  The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents,
in all material respects, the final condition and results of
operations of the Company.



                                     /s/  Jeffrey B. Shank
                                     -----------------------------
                                     Chief Executive Officer
                                     November 1, 2002

<PAGE>
                              EXHIBIT 99.2


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OR THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report of Tower Bancorp, Inc.
(the "Company") on Form 10-Q for the period ending September 30,
2002 as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), I, Franklin T. Klink, III, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C.
section 1350, as adopted pursuant to section 906 of the Sarbanes-
Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents,
in all material respects, the final condition and results of
operations of the Company.



                                     /s/  Franklin T. Klink, III
                                     ------------------------------
                                     Chief Financial Officer
                                     November 1, 2002





<PAGE>
                                                       EXHIBIT 99.3

              THE FIRST NATIONAL BANK OF GREENCASTLE
         SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

   THIS AGREEMENT is made effective this 25th day of September
2002 (the "Effective Date"), by and between THE FIRST NATIONAL BANK
OF GREENCASTLE, a national bank located in Greencastle,
Pennsylvania (the "Bank") and  JEFFREY B. SHANK (the "Executive"),
intending to be legally bound hereby.

                           INTRODUCTION

   To encourage the Executive to remain an employee of the Bank,
the Bank is willing to provide supplemental retirement benefits to
the Executive.  Nothing in this Agreement, however, shall guarantee
the Executive continuation of employment or preclude the parties
from terminating the employment relationship at their discretion.
The Bank will pay the supplemental retirement benefits from its
general assets.

                             AGREEMENT

                             Article 1
                            Definitions

   1.1    Definitions.  Whenever used in this Agreement, the following
words and phrases shall have the meanings specified:

       1.1.1     "Change in Control" means any of the following:

            a change in control (other than one occurring by reason
       of an acquisition of the Corporation by Executive) of a
       nature that would be required to be reported in response to
       Item 6(e) of Schedule 14A of Regulation 14A or any successor
       rule or regulation promulgated under the Securities Exchange
       Act of 1934, as amended ("Exchange Act"); provided that,
       without limiting the foregoing, a Change in Control shall be
       deemed to have occurred if (i) any "person" or group of
       "persons" (as such term is defined or used in Sections 3,
       13(d) and 14(d) of the Exchange Act), other than the
       Corporation, Bank, Executive or any "person" who on the date
       hereof is a director or officer of the Bank, is or becomes
       the "beneficial owner" (as defined in Rule 13d-3 and Rule
       13d-5 or any successor rule or regulation, promulgated under
       the Exchange Act), directly or indirectly, of securities of
       the Corporation which represent twenty percent (20%) or more
       of the combined voting power of the Corporation's then
       outstanding securities; or (ii) during any period of two (2)
       consecutive years, individuals who at the beginning of such
       period constitute the Board of Directors of the Corporation
       cease for any reason to constitute at least a majority

<PAGE>
       thereof, unless the election of each director who was not a
       director at the beginning of such period has been approved
       in advance by directors representing at least three-fourths
       of the directors then in office who were directors at the
       beginning of the period; or (iii) the Corporation or Bank
       shall be merged or consolidated or substantially all of the
       assets of either of them shall be purchased by another
       person (as defined above) and, as a result of such merger,
       consolidation or sale of assets, less than a majority of the
       outstanding voting stock of the surviving, resulting or
       purchasing person is owned, immediately after the
       transaction, by the holders of the voting stock of the
       Corporation before the transaction.

       Notwithstanding anything else to the contrary set forth in
   this Agreement, if (i) an agreement is executed by the
   Corporation providing for any of the transactions or events
   constituting a Change in Control, as defined herein, and the
   agreement subsequently expires or is terminated without the
   transaction or event being consummated, and (ii) Executive's
   employment did not terminate during the period after the
   agreement and prior to such expiration or termination, for
   purposes of this Agreement, it shall be as though such
   agreement was never executed and no Change in Control event
   shall be deemed to have occurred as a result of the execution
   of such agreement.

       1.1.2       "Code" means the Internal Revenue Code of 1986, as
   amended.

       1.1.3       "Corporation" means Tower Bancorp Inc.

       1.1.4       "Disability" means the Executive's suffering a
   sickness, accident or injury which has been determined by the
   carrier of any individual or group disability insurance policy
   covering the Executive, or by the Social Security Administration,
   to be a disability rendering the Executive totally and permanently
   disabled.  The Executive must submit proof to the Bank of the
   carrier's or Social Security Administration's determination upon
   the request of the Bank.

       1.1.5       "Early Termination" means the Termination of Employment
   before Normal Retirement Age for reasons other than death,
   Disability, Termination for Cause or following a Change in Control.

       1.1.6       "Normal Retirement Age" means the Executive's 65th
   birthday.

       1.1.7       "Normal Retirement Date" means the later of the Normal
   Retirement Age or Termination of Employment.

       1.1.8       "Plan Year" means each consecutive twelve (12) month
   period commencing with the effective date of this Agreement.

<PAGE>
       1.1.9       "Termination of Employment" means that the Executive
   ceases to be employed by the Bank for any reason whatsoever, other
   than by reason of a leave of absence which is approved by the Bank.
   For purposes of this Agreement, if there is a dispute over the
   employment status of the Executive or the date of the Executive's
   Termination of Employment, the Bank shall have the sole and
   absolute right to decide the dispute.

       1.1.10    "Termination for Cause" means that the Executive's
   employment is terminated by the Corporation or Bank for any of the
   following reasons:  (1) the willful failure by the Executive to
   substantially perform his duties, other than any such failure
   resulting from Disability; (2) the willful engaging by the
   Executive in gross misconduct materially injurious to the
   Corporation or Bank; (3) Executive's conviction of or plea of
   guilty or nolo contendere to a felony, a crime of falsehood or a
   crime involving moral turpitude, or the actual incarceration of
   Executive for a period of twenty (20) consecutive days or more; (4)
   Executive's failure to follow the good faith lawful instructions of
   the Boards of Directors of Corporation or Bank with respect to its
   operations, after written notice from Corporation or Bank and a
   failure to cure such violation within thirty (30) days of said
   written notice;  (5) Executive's removal or prohibition from being
   an institutional-affiliated party by a final order of an
   appropriate federal banking agency pursuant to Section 8(e) of the
   Federal Deposit Insurance Act or by the Office of the Comptroller
   of the Currency pursuant to national law; (6) conduct on the part
   of the Executive which brings public discredit to Corporation, Bank
   or their subsidiaries, as determined by an affirmative vote of one
   hundred percent (100%) of the disinterested members of the Boards
   of Directors of Corporation or Bank; (7) Executive's breach of
   fiduciary duty involving personal profit; (8) unlawful
   discrimination by the Executive, including harassment against
   employees, customers, business associates, contractors, or vendors
   of Corporation, Bank or their subsidiaries, which could result in
   liability to Corporation, Bank or their subsidiaries, as determined
   by an affirmative vote of one hundred percent (100%) of the
   disinterested members of the Boards of Directors of Corporation or
   Bank, following an investigation of the claims by a third party; or
   (9) theft or material abuse by Executive of property of
   Corporation, Bank or their subsidiaries, or the property of
   customers, employees, contractors, vendors, or business associates
   of Corporation, Bank or their subsidiaries.

<PAGE>
                             Article 2
                         Lifetime Benefits

   2.1  Normal Retirement Benefit.  The Bank shall pay to the
Executive the benefit described in this Section 2.1 in lieu of any
other benefit under this Agreement, upon Termination of Employment,
for reasons other than death or Termination for Cause, on or after
the Normal Retirement Age.

       2.1.1       Amount of Benefit.  The annual Normal Retirement
   Benefit under this Section 2.1 is $75,000 (seventy-five thousand
   dollars).  The Bank may increase the annual benefit under this
   Section 2.1 at the sole and absolute discretion of the Bank's Board
   of Directors.  Any increase in the annual benefit shall require the
   recalculation of all the amounts on Schedule A attached hereto.
   The annual benefit amounts on Schedule A are calculated by
   amortizing the Accrued Benefit using the interest method of
   accounting, a 7.50% discount rate, monthly compounding and monthly
   payments.

       2.1.2       Payment of Benefit.  The Bank shall pay the annual
   benefit to the Executive in equal monthly installments payable on
   the first day of each month commencing with the month following the
   Executive's Normal Retirement Date and continuing for 239
   consecutive months.

       2.1.3       Benefit Increases.  Commencing on the first anniversary
   of the first benefit payment, and continuing on each subsequent
   anniversary, the Bank's Board of Directors, in its sole discretion,
   may increase the benefit.

   2.2  Early Termination Benefit.  Upon Early Termination, the
Bank shall pay to the Executive the benefit described in this
Section 2.2 in lieu of any other benefit under this Agreement.

       2.2.1       Amount of Benefit.  The annual benefit under this
   Section 2.2 is the Accrued Benefit set forth in Schedule A for the
   Plan Year ended immediately prior to the date on which Early
   Termination occurred.

       2.2.2       Payment of Benefit.  The Bank shall pay the annual
   benefit to the Executive in equal monthly installments commencing
   within 90 days after the date on which the Executive's Early
   Termination occurred and continuing for 239 consecutive months.

       2.2.3  Benefit Increases.  Benefit payments may be increased
   as provided in Section 2.1.3.

<PAGE>

   2.3    Disability Benefit.  If the Executive terminates employment
due to Disability prior to Normal Retirement Age, the Bank shall
pay to the Executive the benefit described in this Section 2.3 in
lieu of any other benefit under this Agreement.

       2.3.1        Amount of Benefit.  The annual benefit under this
   Section 2.3 is the Disability Benefit amount set forth in Schedule
   A for the Plan Year ended immediately prior to the date on which
   Termination of Employment occurs.

       2.3.2       Payment of Benefit.  The Bank shall pay the annual
   benefit to the Executive in equal monthly installments commencing
   within 90 days after the date on which the Executive's Termination
   of Employment occurred and continuing for 239 consecutive months.

       2.3.3       Benefit Increases.  Benefit payments may be increased
   as provided in Section 2.1.3.

   2.4    Change in Control Benefit.  If Executive is actively
employed at the time of a Change in Control, the Bank shall pay to
the Executive the benefit described in this Section 2.4 in lieu of
any other benefit under this Agreement.

       2.4.1       Amount of Benefit. The benefit under this Section 2.4
   is the Normal Retirement benefit set forth in Section 2.1.1.

       2.4.2       Payment of Benefit.  The Bank shall distribute the
   annual benefit to the Executive in equal monthly installments on
   the first day of each month commencing with the month following the
   Executive's Normal Retirement Age and continuing for 239
   consecutive months.

                             Article 3
                          Death Benefits

   3.1  Death During Active Service.  If the Executive dies while
actively employed by the Bank, the Bank shall pay to the
Executive's beneficiary the benefit described in this Section 3.1.
This benefit shall be paid in lieu of the Lifetime Benefits of
Article 2.

       3.1.1  Amount of Benefit.  The annual benefit under this
   Section 3.1 is the Early Termination Annual Benefit amount set
   forth in Schedule A for the Plan Year ended immediately prior
   to death of the Executive.

       3.1.2  Payment of Benefit.  The Bank shall pay the annual
   benefit to the beneficiary in equal monthly installments
   payable on the first day of each month commencing within 90
   days of the Executive's death and continuing for 239
   consecutive months.

<PAGE>

   3.2  Death During Benefit Period.  If the Executive dies after
the benefit payments have commenced under this Agreement but before
receiving all such payments, the Bank shall pay the remaining
benefits to the Executive's beneficiary at the same time and in the
same amounts they would have been paid to the Executive had the
Executive survived.

   3.3  Death Following Termination of Employment But Before
Benefits Commence.  If the Executive is entitled to benefits under
this Agreement, but dies prior to receiving said benefits, the Bank
shall pay to the Executive's beneficiary the same benefits, in the
same manner, they would have been paid to the Executive had the
Executive survived; however, said benefit payments will commence
within 90 days of the Executive's death.

                             Article 4
                           Beneficiaries

   4.1  Beneficiary Designations.  The Executive shall designate a
beneficiary by filing a written designation with the Bank.  The
Executive may revoke or modify the designation at any time by
filing a new designation.  However, designations will only be
effective if signed by the Executive and accepted by the Bank
during the Executive's lifetime.  The Executive's beneficiary
designation shall be deemed automatically revoked if the
beneficiary predeceases the Executive, or if the Executive names a
spouse as beneficiary and the marriage is subsequently dissolved.
If the Executive dies without a valid beneficiary designation, all
payments shall be made to the Executive's estate.

   4.2  Facility of Payment.  If a benefit is payable to a minor,
to a person declared incapacitated, or to a person incapable of
handling the disposition of his or her property, the Bank may pay
such benefit to the guardian, legal representative or person having
the care or custody of such minor, incapacitated person or
incapable person.  The Bank may require proof of incapacity,
minority or guardianship, as it may deem appropriate prior to
distribution of the benefit.  Such distribution shall completely
discharge the Bank from all liability with respect to such benefit.

<PAGE>
                             Article 5
                        General Limitations

   5.1  Excess Parachute or Golden Parachute Payment. If the
payments and benefits pursuant to this Agreement, either alone or
together with other payments and benefits which the Executive has
the right to receive from the Bank, would constitute a "parachute
payment" under Section 280G of the Code, the payments and benefits
pursuant to this Agreement shall be reduced, in the manner
determined by the Executive, by the amount, if any, which is the
minimum necessary to result in no portion of the payments and
benefits under this Agreement being non-deductible to the Bank
pursuant to Section 280G of the Code and subject to the excise tax
imposed under Section 4999 of the Code.

   5.2    Termination for Cause. Notwithstanding any provision of this
Agreement to the contrary, the Bank shall not pay any benefit under
this Agreement, if the Bank terminates the Executive's employment
for "Cause," as defined in Section 1.1.10 of this Agreement.

   5.3  Removal.  Notwithstanding any provision of this Agreement to
the contrary, the Bank shall not pay any benefit under this
Agreement if the Executive is subject to a final removal or
prohibition order issued by an appropriate federal banking agency
pursuant to Section 8(e) of the Federal Deposit Insurance Act
("FDIA").

   5.4  Competition after Termination of Employment.  The Executive
shall forfeit his right to any further benefits due him under this
Agreement, if the Executive, without the prior written consent of
the Bank, violates the following described restrictive covenants.

       5.4.1      Non-compete Provision.  The Executive shall not, for the
   term of this Agreement and for two (2) years following Termination
   of Employment unless otherwise specifically noted:

                              (i)  be engaged, directly or indirectly,
               either for his own account or as agent, consultant,
               employee, partner, officer, director, proprietor,
               investor (except as an investor owning less than 5%
               of the stock of a publicly owned company) or
               otherwise of any person, firm, corporation or
               enterprise engaged in (1) the banking or financial

<PAGE>

               services industry (including bank or financial holding
               company), or (2) any other activity in which
               Corporation, Bank or any of their subsidiaries or
               affiliates are engaged during the term of
               Executive's employment or on the date of Termination
               of Employment in a fifty (50) mile radius of the
               location of Corporation's main office (the "Non-
               Competition Area"); or

          (ii) provide financial or other assistance to any person, firm,
               corporation, or enterprise engaged in (1) the banking or
               financial services industry (including bank or financial
               holding company), or (2) any other activity in which
               Corporation, Bank or any of their subsidiary

          (iii)directly or indirectly contact, solicit or induce any
               person, firm, corporation or other entity who or which is a
               customer or referral source of Corporation, Bank or any of their
               subsidiaries or affiliates during the term of Executive's
               employment or on the date of Termination of Employment, to
               become a client, customer or referral service of any other
               person, firm, corporation or other entity; or

          (iv) directly or indirectly solicit, induce or encourage any
               employee of Corporation, Bank or any of their subsidiaries or
               affiliates, who is employed during the term of Executive's
               employment or on the date of termination of Executive's
               employment, to leave the employ of Corporation, Bank or any
               of their subsidiaries or affiliates or to seek, obtain or
               accept employment with any person or entity other than
               Corporation, Bank or any of their subsidiaries or affiliates.

          (v)  divulge, disclose, or communicate to others in any manner
               whatsoever, any confidential information of the Corporation, Bank
               or their subsidiaries or affiliates, which information includes,
               but is not limited to, any services, products, improvements,
               formulas, projects, proposals, designs or styles,

<PAGE>

               processes, customers, customer lists, methods of
               business or any business practices, research,
               product or business plans, customer lists, markets,
               software, developments, inventions, technology,
               drawings, engineering, marketing, distribution and
               sales methods and systems, finances,  sales and
               profit figures, and other business information of
               Corporation, Bank or any of their subsidiaries or
               affiliates, the disclosure of which could be or will
               be materially damaging to Corporation, Bank or any
               of their subsidiaries or affiliates; provided,
               however, that confidential information shall not
               include any information known generally to the
               public (other than as a result of unauthorized
               disclosure by the Executive or any person with the
               assistance, consent or direction of the Executive)
               or any information of a type not otherwise
               considered confidential by persons engaged in the
               same business or a business similar to that
               conducted by Corporation, Bank or their subsidiaries
               or affiliates, or any information that must be
               disclosed as required by law.  The confidentially
               agreement in this Section 5.4.1 (v) has no time
               limitation; it continues for the life of the
               Executive.

       5.4.2  Judicial Remedies.  In the event of a breach or
   threatened breach by the Executive of any provision of these
   restrictions, the Executive recognizes the substantial and
   immediate harm that a breach or threatened breach will impose
   upon the Bank, and further recognizes that in such event
   monetary damages may be inadequate to fully protect the Bank.
   Accordingly, in the event of a breach or threatened breach of
   this Agreement, the Executive consents to the Bank's
   entitlement to such ex parte, preliminary, interlocutory,
   temporary or permanent injunctive, or any other equitable
   relief, protecting and fully enforcing the Bank's rights
   hereunder and preventing the Executive from further breaching
   any of his obligations set forth herein.  The Executive
   expressly waives any requirement, based on any statute, rule of
   procedure, or other source, that the Bank post a bond as a
   condition of obtaining any of the above-described remedies.
   Nothing herein shall be construed as prohibiting the Bank
   from pursuing any other remedies available to the Bank at law
   or in equity for such breach or threatened breach, including
   the recovery of damages from the Executive.  The Executive
   expressly acknowledges and agrees that: (i) the restrictions
   set forth in Section 5.4.1 hereof are reasonable, in terms of
   scope, duration, geographic area, and otherwise, (ii) the
   protections afforded the Bank in Section 5.4.1 hereof are
   necessary to protect its legitimate business interest, (iii)
   the restrictions set forth in Section 5.4.1 hereof will not be
   materially adverse to the Executive's employment with the Bank,
   and (iv) his agreement to observe such restrictions forms a
   material part of the consideration for this Agreement.

      5.4.3  Overbreadth of Restrictive Covenant.  It is the
   intention of the parties that if any restrictive covenant in
   this Agreement is determined by a court of competent
   jurisdiction to be overly broad, then the court should enforce
   such restrictive covenant to the maximum extent permitted under
   the law as to area, breadth and duration.

      5.4.4       Change in Control.  The non-compete provision detailed
   in Section 5.4.1 hereof shall not be enforceable following a Change
   in Control.

   5.4    Suicide or Misstatement.  No benefits shall be payable if
the Executive commits suicide within two years after the date of
this Agreement, or if the insurance company denies coverage for
material misstatements of fact made by the Executive on any
application for life insurance purchased by the Bank, or any other
reason; provided, however that the Bank shall evaluate the reason
for the denial, and upon advice of legal counsel and in its sole
discretion, consider judicially challenging any denial.

                             Article 6
                   Claims and Review Procedures

   6.1  Claims Procedure.  An Executive or beneficiary ("claimant")
who  has not received benefits under the Agreement that he  or  she
believes  should  be paid shall make a claim for such  benefits  as
follows:

       6.1.1       Initiation - Written Claim. The claimant initiates a
   claim by submitting to the Bank a written claim for the benefits.

<PAGE>

       6.1.2       Timing of Bank Response. The Bank shall respond to such
   claimant within 90 days after receiving the claim. If the Bank
   determines that special circumstances require additional time for
   processing the claim, the Bank can extend the response period by an
   additional 90 days by notifying the claimant in writing, prior to
   the end of the initial 90-day period, that an additional period is
   required. The notice of extension must set forth the special
   circumstances and the date by which the Bank expects to render
   their decision.

       6.1.3       Notice of Decision. If the Bank denies part or all of
   the claim, the Bank shall notify the claimant in writing of such
   denial. The Bank shall write the notification in a manner
   calculated to be understood by the claimant. The notification shall
   set forth:

           6.1.3.1     The specific reasons for the denial,

           6.1.3.2     A reference to the specific provisions of the Agreement
       on which the denial is based,

           6.1.3.3     A description of any additional information or material
       necessary for the claimant to perfect the claim and an explanation
       of why it is needed,

           6.1.3.4     An explanation of the Agreement's review procedures and
       the time limits applicable to such procedures, and

           6.1.3.5     A statement of the claimant's right to bring a civil
       action under ERISA Section 502(a) following an adverse benefit
       determination on review.

                             Article 7
                    Amendments and Termination

   No provisions of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed
to in writing and signed by the Executive and such officer or
officers as may be specifically designated by the Board of
Directors of the Bank to sign on its behalf.  No waiver by any
party hereto at any time of any breach by any other party hereto
of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time.

<PAGE>
                             Article 8
                           Miscellaneous

   8.1  Administration.  The Bank shall have powers, which are
necessary to administer this Agreement, including but not limited
to:

      8.1.1  Interpreting the provisions of the Agreement;
      8.1.2  Establishing and revising the method of accounting
   for the Agreement;
      8.1.3  Maintaining a record of benefit payments; and
      8.1.4  Establishing rules and prescribing any forms
   necessary or desirable to administer the Agreement.

   8.2  Applicable Law.  The Agreement and all rights hereunder
shall be governed by the laws of the Commonwealth of Pennsylvania,
except to the extent preempted by the laws of the United States of
America.

   8.3  Binding Effect.  This Agreement shall bind the Executive
and the Bank, and their beneficiaries, survivors, executors,
successors, administrators and transferees.

   8.4  Entire Agreement.  This Agreement constitutes the entire
agreement between the Bank and the Executive as to the subject
matter hereof.  No rights are granted to the Executive by virtue of
this Agreement other than those specifically set forth herein.

   8.5  Administrator. The Bank shall be the administrator under
this Agreement.  The Bank may delegate to others certain aspects of
the management and operational responsibilities including the
service of advisors and the delegation of ministerial duties to
qualified individuals.

   8.6  Right of Offset.  The Bank shall have the right to offset
the benefits against any unpaid obligation the Executive may have
with the Bank.

   8.7  No Guarantee of Employment.  This Agreement is not an
employment policy or contract.  It does not give the Executive the
right to remain an employee of the Bank, nor does it interfere with
the Bank's right to discharge the Executive.  It also does not
require the Executive to remain an employee nor interfere with the
Executive's right to terminate employment at any time.

<PAGE>

   8.8  Non-Transferability. Benefits under this Agreement cannot
be sold, transferred, assigned, pledged, attached or encumbered in
any manner.

   8.9  Notice.  For the purposes of this Agreement, notices and
all other communications provided for in this Agreement shall be in
writing and shall be deemed to have been duly given when delivered
or mailed by certified or registered mail, return receipt
requested, postage prepaid, addressed to the respective addresses
set forth below:

     To the Bank:       Chairman, Board of Directors
                        The First National Bank of Greencastle
                        Center Square
                        PO Box 8
                        Greencastle, Pennsylvania  17225

     To the Executive:   Jeffrey B. Shank
                         856 McDowell Road
                         Greencastle, Pa. 17225

   8.10 Facility of Payment.  If the Executive is declared to be
incompetent, or incapable of handling the disposition of his or her
property, the Bank may pay such benefit to the duly appointed
guardian, legal representative or person having the care or custody
of the Executive. The Bank may require proof of incompetence,
minority or guardianship as it may deem appropriate prior to
distribution of the benefit.  Such distribution shall completely
discharge the Bank from all liability with respect to such benefit.

   8.11 Reorganization.  The Corporation shall not merge or
consolidate into or with another company, or reorganize, or sell
substantially all of its assets to another company, firm or person
unless such succeeding or continuing company, firm or person agrees
to assume and discharge the obligations of the Corporation
hereunder.

   8.12 Tax Withholding.  The Bank shall withhold any taxes that are
required to be withheld from the benefits provided under this
Agreement.

<PAGE>

   8.13 Nature of Obligations. Nothing contained herein shall create
or require the Bank to create a trust of any kind to fund any
benefits which may be payable hereunder, and to the extent that the
Executive acquires a right to receive benefits from the Bank
hereunder, such right shall be no greater than the right of any
unsecured general creditor of the Bank.

   8.14 Headings.  The section headings contained in this Agreement
are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

   8.15 Validity.  The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability
of any other provisions of this Agreement, which shall remain in
full force and effect.

   8.16 Counterparts.  This Agreement may be executed in one or more
counterparts, each off which shall be deemed to be an original but
all of which together will constitute one and the same instrument.

   8.17 Regulatory Prohibition.  Notwithstanding any other
provision of this Agreement to the contrary, any payments made to
the Executive pursuant to this Agreement, or otherwise, are subject
to and conditioned upon their compliance with Section 18(k) of the
FDIA(12 U.S.C. 1828(k)) and any regulations promulgated
thereunder.

<PAGE>


IN WITNESS WHEREOF, the Executive and duly authorized officers
of the Bank have signed this Agreement.

EXECUTIVE:                      BANK:
                                The First National Bank of
                                Greencastle


/s/Jeffrey B. Shank             By     /s/Kermit G. Hicks
---------------------------            ------------------------
   Jeffrey B. Shank                    Kermit G. Hicks
                                Title  Chairman of the Board
                                       ------------------------

     By execution hereof, Tower Bancorp Inc. consents to and agrees
to be bound by the terms and condition of this Plan document.



ATTEST:                       CORPORATION:
                              TOWER BANCORP INC.

/S/Franklin T. Klink, III     By     /s/Kermit G. Hicks
---------------------------          --------------------------
   Franklin T. Klink, III            Kermit G. Hicks
                              Title  Chairman of the Board
                                     --------------------------
<PAGE>

                                                       EXHIBIT 99.4

                  CHANGE OF CONTROL AGREEMENT


     THIS AGREEMENT is made as of this 25th day of September, 2002,

among THE FIRST NATIONAL BANK OF GREENCASTLE, a national banking

association (the "Bank"),  TOWER BANCORP, INC.,  a Pennsylvania

business corporation (the "Corporation"), and JEFFREY B. SHANK, an

adult individual (the "Executive").

                          WITNESSETH:

     WHEREAS, the Bank is a subsidiary of the Corporation;

     WHEREAS, the Bank and the Corporation employ the Executive as

President and Chief Executive Officer, and Executive is an integral

part of the management team of the Bank and Corporation;

     WHEREAS, as a result of changes in federal and state banking

laws, there has been a dramatic increase in the number of mergers

and other acquisitions of Pennsylvania banks;  while Bank and

Corporation remain committed to the policy of Bank remaining an

independent bank, it recognizes that it might nevertheless be

acquired as a result of an unsolicited takeover attempt or in a

negotiated transaction; and Executive will play a critical role in

any such acquisition, as it falls principally upon his and the

other members of Management to vigorously and aggressively

represent and protect the interests of the shareholders of the

Corporation;

     WHEREAS, Bank and Corporation believe that Executive should

not be forced to sacrifice his future financial security in order

to fulfill his responsibilities to the shareholders, and the Board

<PAGE>

of Directors of the Bank has carefully considered this issue and

has determined that it should be addressed; specifically, the Board

of Directors has concluded that basic financial protection should

be provided to Executive in the event that he is discharged or

resigns following, and for reasons relating to, a Change of Control

of  the Bank or Corporation;

     AND WHEREAS, the purpose of this Agreement is to define the

terms for Executive's financial protection, and to specify the

conditions under which they are to be paid.

     NOW, THEREFORE, in consideration of the mutual covenants and

agreements set forth herein and intending to be legally bound

hereby, the parties agree as follows:

     1.   UNDERTAKING OF THE BANK AND CORPORATION.

          (a)  This Agreement is not intended to affect the terms

of Executive's employment at will in the absence of a Change of

Control of the Bank or Corporation.  Accordingly, although this

Agreement will take effect upon execution as a binding legal

obligation of the Bank and Corporation, it will become operative

only upon a Change of Control of the Bank or Corporation as that

concept is defined below.  Nothing in this Agreement shall

constitute or give rise to any guarantee or contract of employment

of the Executive by the Corporation and/or the Bank, and shall not

give the Executive any right to be employed by or retained in the

employ of the Corporation and/or the Bank as the President and

Chief Executive Officer of the Corporation and the Bank, or in any

other position or capacity, except in the event of Change of

Control.

<PAGE>

          (b)  The Bank and Corporation shall provide to Executive

the compensation and benefits specified in Paragraph 6 immediately

following a Change of Control of the Bank or Corporation.

          (c)  The Bank and Corporation shall provide to Executive

the compensation and benefits specified in Paragraph 7 below in the

event that at any time following a Change of Control of the Bank or

Corporation:

               (i)  Executive is discharged by the Bank or

Corporation, other than for Cause pursuant to Paragraph 4 below; or

               (ii) Executive resigns from the Bank for Good Reason

pursuant to Paragraph 5 below.  Executive's employment needs to

have been terminated under this Agreement prior to Executive having

obtained the age of sixty-five (65), or this Agreement shall have

no effect.  In the event that Executive's employment is terminated

pursuant to Paragraph 1(c) between his 62nd and 65th birthday, the

terms of his employment under Paragraph 6 and the Severance Benefit

Period in Paragraph 7 shall be modified to the actual term

remaining between Executive's 62nd and 65th birthdays, rather than

three (3) years.

     2.   DEFINITION OF CHANGE OF CONTROL.  For purposes of this

Agreement, the term "Change of Control" shall mean a change of

control (other than one occurring by reason of an acquisition of

the Corporation by Executive) of a nature that would be required to

be reported in response to Item 6(e) of Schedule 14A of Regulation

14A or any successor rule or regulation promulgated under the

<PAGE>

Securities Exchange Act of 1934, as amended (the "Act"); provided

that, without limiting the foregoing, a Change of Control shall be

deemed to have occurred if (a) any "person" or group of "persons"

(as such term is  defined or used in Sections 3, 13(d) and 14(d) of

the Act), other than the Corporation, the Bank, the Executive or

any "person" who on the date hereof is a director or officer of the

Bank, is or becomes the "beneficial owner" (as defined in Rule 13d-

3 and Rule 13d-5, or any successor rule or regulation, promulgated

under the Act), directly or indirectly, of securities of the

Corporation which represent twenty percent (20%) or more of the

combined voting power of the Corporation's then outstanding

securities, or (b) during any period of two consecutive years

during the initial term of this Agreement and any extension

thereof, individuals who at the beginning of such period constitute

the Board of Directors of the Corporation cease for any reason to

constitute at least a majority thereof, unless the election of each

director who was not a director at the beginning of such period has

been approved in advance by directors representing at least

three-fourths of the directors then in office who were directors at

the beginning of the period, or (c) the Corporation or Bank shall

be merged or consolidated or substantially all of the assets of

either of them shall be purchased by another person (as defined

above) and, as a result of such merger, consolidation or sale of

assets, less than a majority of the outstanding voting stock of the

surviving, resulting or purchasing person is owned, immediately

after the transaction, by the holders of the voting stock of the

Corporation before the transaction.

<PAGE>

     3.   DEFINITION OF DATE OF CHANGE OF CONTROL.  For purposes of

this Agreement, the date of Change of Control shall mean:

          (a)  the first date on which a single person and/or

entity, or group of affiliated persons and/or entities, acquire the

beneficial ownership of twenty percent (20%) or more of the

Corporation's voting securities;

          (b)  the date of the transfer of all or substantially all

of the Bank or Corporation's assets;

          (c)  the date on which a merger, consolidation or

combination is consummated, as applicable; or

          (d)  the date on which individuals who formerly

constituted a majority of the Board of Directors of the Bank or

Corporation under Paragraph 2 above, ceased to be a majority.

     4.   DISCHARGE FOR CAUSE.

          (a)  The Bank or Corporation may at any time following a

Change of Control discharge Executive for "Cause," in which event

Executive shall not be entitled to receive the compensation and

benefits specified in Paragraphs 6 or 7 below.

          (b)  For purposes of this Agreement, the Bank shall have

"Cause" to discharge Executive only under the following

circumstances:

               (i)  Executive shall have committed an act of

dishonesty constituting a felony and resulting or intending to

result directly or indirectly in gain or personal enrichment of

Executive at the expense of the Bank; or

<PAGE>

               (ii) The dishonesty or gross negligence of the

Executive in the performance of his duties; or

               (iii)     The willful violation by Executive of law,

rule or regulation governing banks or bank officers, or of any

final Cease and Desist order issued by a bank regulatory authority,

any of which materially jeopardizes the business of the Corporation

or Bank.

     5.   RESIGNATION FOR GOOD REASON.

          (a)  Executive may at any time following a Change of

Control resign from the Bank and/or Corporation for Good Reason, in

which event Executive shall be entitled to receive the benefits

specified in Paragraph 7 below.

          (b)  For purposes of this Agreement, Executive shall have

Good Reason to resign under the following circumstances:

               (i)  the failure of the Bank or Corporation to offer

Executive a position as President and Chief Executive Officer of

Corporation and Bank following a Change of Control; or

               (ii) any change or attempted change by the

Corporation or Bank, without Executive's prior written consent, of

Executive's authority, duties, responsibilities, compensation,

benefits or other conditions of employment; or(iii)    the

assignment or attempted assignment by the Corporation or Bank,

without the Executive's prior written consent, of duties or

responsibilities inconsistent with Executive's status as President

and Chief Executive Officer of Corporation and Bank; or

<PAGE>

               (iv) a reassignment which requires Executive to move

his office more than twenty-five (25) miles from the location of

the Corporation and Bank's principal executive office immediately

prior to the execution of this Agreement or which requires

Executive to move his principal residence; or

               (v)  any removal of the Executive from office or any

adverse change in the terms and conditions of the Executive's

employment, except for any termination of the Executive's

employment for Cause; or

               (vi) any reduction in the Executive's Annual Base

Salary as in effect on the date hereof or as the same may be

increased from time to time; or

               (vii)     any failure of Corporation and Bank to

provide the Executive with benefits at least as favorable as those

enjoyed by the Executive during the Employment Period under any of

the pension, life insurance, medical, health and accident,

disability or other employee benefit plans of Corporation and Bank,

or the taking of any action that would materially reduce any of

such benefits; or

               (viii)    a determination by Executive, Corporation

and Bank that he is unable to effectively carry out his duties and

discharge his responsibilities to the Corporation or Bank.

     6.   EMPLOYMENT AGREEMENT UPON CHANGE OF CONTROL.  Immediately

upon the occurrence of a Change of Control, Executive shall be

employed by the Bank and Corporation pursuant to this Agreement and

subject to the following terms and conditions:

<PAGE>

          (a)  Term of Employment.  The Corporation and Bank shall

          hereby employ the Executive, and the Executive hereby

          accepts employment with the Corporation and Bank, for a

          term of three (3) years beginning on the Effective Date

          of Change of Control.  Furthermore, upon the expiration

          of the first twelve (12) full calendar months after the

          Effective Date of the Change of Control, the term hereof

          shall be extended for another twelve (12) full calendar

          months, and upon expiration of each subsequent twelve

          (12) full calendar months thereafter, the term of this

          Agreement shall likewise be extended for an additional

          twelve (12) full calendar months.  Each such extension of

          this Agreement's term shall be automatic unless the

          Corporation provides the Executive written notice of its

          intention not to extend this Agreement for such

          additional twelve (12) month period; such written notice

          must be given by the Corporation not less than ninety

          (90) days before the expiration of the current twelve

          (12) months.

          (b)  Position and Duties.  The Executive shall serve as

          the President and Chief Executive Officer of the

          Corporation and of the Bank and shall serve as a member

          of the Board of Directors of the Corporation and of the

          Bank, reporting only to the Boards of Directors of the

          Corporation and Bank.  The Executive shall have

          supervision and control over, and responsibility for, the

          general management and operation of the Corporation and

<PAGE>

          Bank, and shall have such other powers and duties as may

          from time to time be prescribed by the Board of Directors

          of the Corporation and Bank, provided that such powers

          and duties are consistent with the Executive's position

          as the Chief Executive Officer in charge of the general

          management of the Corporation and Bank.

          (c)  Engagement in Other Employment.  The Executive shall

          devote all of his working time, ability and attention to

          the business of the Corporation and Bank during the term

          of this Agreement.  The Executive shall notify the Board

          of Directors of the Corporation and Bank in writing and

          receive written approval from the Corporation and Bank

          before the Executive engages in any other business or

          commercial duties or pursuits, including, but not limited

          to, directorships of other companies.  Under no

          circumstances may the Executive engage in any business or

          commercial activities, duties or pursuits which compete

          with the business or commercial activities of the

          Corporation or Bank, nor may the Executive serve as a

          director or officer or in any other capacity in a company

          which competes with the Corporation or Bank.  Executive

          shall not be precluded, however, upon written

          notification to the Boards of Directors, from engaging in

          voluntary or philanthropic endeavors, or from engaging in

          activities incident or necessary to personal investments,

          so long as they are, in the Boards' reasonable opinion,

<PAGE>

          not in conflict with or detrimental to the Executive's

          rendition of services on behalf of the  Corporation and

          Bank.

          (d)  Compensation.

               (1)  ANNUAL DIRECT SALARY.  As compensation for

               services rendered to the Corporation and Bank under

               this Agreement, the Executive shall be entitled to

               receive from the Corporation an Annual Direct Salary

               equivalent to at least the median salary for

               financial institutions within the peer group of

               Bank, as set forth in the L. R. Webber Associates,

               Inc. Annual Salary Survey (or an equivalent salary

               survey in the event of discontinuance of such

               survey) for the calendar year immediately preceding

               the Effective Date of Change of Control, but in no

               event less than the actual annual salary set for

               Executive during the calendar year in which the

               Effective Date of Change of Control occurs, (the

               "Initial Annual Direct Salary"), payable in

               substantially equal periodic installments consistent

               with the Bank's payroll policy, prorated for any

               partial employment period.

               The Annual Direct Salary shall be reviewed annually,

               no later than  December 15 of the then calendar year

               and shall be subject to such annual change (but not

               reduced below the Initial Annual Direct Salary as

<PAGE>

               set forth in this subsection without the Executive's

               consent, except in cases of national financial

               depression or emergency when compensation reduction

               has been implemented by the Board of Directors for

               the Bank's senior management) as may be set by the

               Board of Directors of the Corporation and Bank

               taking into account the position and duties of the

               Executive and the performance of the Corporation and

               Bank under the Executive's leadership.

               (2)  BONUS.  The Executive shall be entitled to

               participate in or receive benefits under the

               incentive compensation plan in effect for the Chief

               Executive Officer of the Corporation and Bank, at

               the time that this Agreement is executed or as

               subsequently amended.

               (3)  DIRECTOR FEES.  The Executive shall not be

               entitled to any director's fee or other compensation

               as paid to other members of the Board of Directors

               of the Bank and/or Corporation or subsidiaries of

               either.  The Executive, however, agrees to serve on

               any committee of the Board of Directors of the Bank

               and/or Corporation or subsidiary of either without

               any additional compensation or fees.

<PAGE>

          (e)  FRINGE BENEFITS, VACATION, EXPENSES, AND PERQUISITES.

               (1)  Employee Benefit Plans.  The Executive shall be

               entitled to participate in or receive benefits under

               all Bank and Corporation employment benefit plans

               including, but not limited to, any pension plan,

               profit-sharing plan, deferred compensation plan,

               savings plan, life insurance plan, disability

               insurance plan or supplemental executive retirement

               plan, as made available by the Bank and Corporation

               to its employees, subject to and on a basis

               consistent with terms, conditions and overall

               administration of such plans and arrangements.  The

               employee benefits provided to the Executive

               following the Change of Control shall be no less

               than the employee benefits that he was receiving

               immediately prior to the Change of Control.  These

               benefits shall include, but not be limited to:

                    (A)  Vacation, Holidays, Sick Days and Personal

                    Days.  Executive shall be entitled to the

                    number of paid vacation days in each calendar

                    year determined by the Bank and Corporation

                    from time to time for its senior executive

                    officers (prorated in any calendar year during

                    which the Executive is employed hereunder for

                    less than the entire such year in accordance

<PAGE>

                    with the number of days in such calendar year

                    during which he is so employed).  The Executive

                    also shall be entitled to all paid holidays,

                    sick days and personal days given by the Bank

                    and Corporation to its employees.

                    (B)  Business Expenses.  During the term of his

                    employment hereunder, Executive shall be

                    entitled to receive prompt reimbursement for

                    all reasonable expenses incurred by him (in

                    accordance with the policies and procedures

                    established by the Board of Directors of the

                    Bank for its senior executive officers) in

                    performing services hereunder, provided that

                    the Executive properly accounts therefore in

                    accordance with policy.

                    (C)  Liability Insurance.  The Corporation

                    shall use its best efforts to obtain insurance

                    coverage for the Executive under an insurance

                    policy covering officers and directors of the

                    Bank against lawsuits, arbitrations or other

                    legal or regulatory proceedings; however,

                    nothing herein shall be construed to require

                    the Corporation to obtain such insurance, if

                    the Board of Directors of the Corporation

                    determines that such coverage cannot be

                    obtained at commercially reasonable rates.

<PAGE>

                    (D)  Life Insurance Benefits equivalent to not

                    less than the greater of:  $600,000.00 or four

                    (4) times Executive's annual salary.

                    (E)  A Deferred Compensation Plan, involving

                    both Executive's salary and Board of Director's

                    fees, in a form similar to that currently

                    provided to Executive through the

                    Tiger's Eye Benefits Consulting - Theodore G.

                    Reeder, III, C.P.A., P.C.

                    (F)  An automobile to be provided at Bank or

                    Corporation's expense of a value at least

                    comparable to that of the automobile that the

                    Executive was receiving at Bank or

                    Corporation's expense immediately prior to the

                    Change of Control.

                    (G)  Memberships in such service clubs, country

                    clubs, and professional associations, as

                    provided to Executive as of the date of the

                    Change of Control.

<PAGE>

          7.   PAYMENTS UPON TERMINATION AFTER A CHANGE OF CONTROL.

          (a)  If the Corporation or Bank shall for any reason

terminate Executive's employment as a result of or following a

Change of Control (as defined herein), other than for "Cause"

pursuant to Paragraph 4 hereof; or if Executive should terminate

his employment for "Good Reason" pursuant to Paragraph 5 hereof,

then, in such event, the Executive shall receive a lump sum payment

equal to 2.99 times his "Base Amount" which is defined as the mean

average of the total Annual Direct Salary [paid under Paragraph

6(d)(1)] plus the mean average of the annual total bonuses paid to

the Executive [paid under Paragraph 6(d)(2)] during the three (3)

calendar years immediately preceding the Effective Date of the

Change of Control.

          (b)  The Executive also shall receive during the

Severance Benefit Period the employee benefits as set forth in

Paragraph 6(e)(1)(A) through (G) above.  If participation in these

benefits is prevented by law or the terms of a plan, the

Corporation and/or Bank shall provide a substantially equivalent

substitute.  Further, unless precluded by the terms of the

insurance contract,  Bank and Corporation shall provide for the

transfer to Executive, at the minimum legally permissible cost, the

policies for insurance benefits including, but not necessarily

limited to, life, disability and health insurance programs.

<PAGE>

     8.   NOTICE.  For the purposes of this Agreement, notices and

all other communications provided for in the Agreement shall be in

writing and shall be deemed to have been duly given when delivered

or mailed by United States certified mail, return receipt

requested, postage prepaid, addressed as follows:



     If to the Executive:     Jeffrey B. Shank
                              856 McDowell Road
                              Greencastle, Pa. 17225


     If to the Bank:          The First National
                              Bank of Greencastle
                              Center Square, P.O. Box 8
                              Greencastle, Pa. 17225-0008


     If to the Corporation:   Tower Bancorp, Inc.
                              Center Square, P.O. Box 8
                              Greencastle, Pa. 17225-0008


or to such other address as any party may have furnished to the

other in writing in accordance herewith, except that notices of

change of address shall be effective only upon receipt.

     9.   SUCCESSORS AND PARTIES IN INTEREST.

          (a)  This Agreement shall be binding upon and shall inure

to the benefit of the Bank and Corporation and their successors and

assigns, including, without limitation, any corporation which

acquires, directly or indirectly, by purchase, merger,

consolidation or otherwise, all or substantially all of the

business or assets of the Bank or Corporation.  Without limitation

of the foregoing, the Bank and Corporation shall require any such

successor, by agreement in form and substance satisfactory to

<PAGE>

Executive, expressly to assume and agree to perform this Agreement

in the same manner and to the same extent that it is required to be

performed by the Bank and Corporation.  Failure to obtain such

assumption and agreement shall serve as Good Reason for termination

under Paragraph 5.

          (b)  This Agreement is binding upon and shall inure to

the benefit of Executive, his heirs and personal representatives.

     10.  SEVERANCE BENEFIT PERIOD.  The Severance Benefit Period

under Paragraph 7 shall commence upon the Effective Date of

Executive's discharge (for reasons other than "Cause") or of

Executive's resignation (for "Good Reason") and shall terminate

upon the expiration period of 2.99 years.

     11.  MITIGATION AND SETOFF.

          (a)  Executive shall not be required to mitigate the

amount of any payment or benefit provided for in Paragraph 7 above

by seeking employment or otherwise, and the Bank and Corporation

shall not be entitled to setoff against the amount of any payment

or benefit provided for in Paragraph 7 above by any amounts earned

by Executive in other employment during the Severance Benefit

Period.

          (b)  The Bank and Corporation hereby waive any and all

rights to setoff in respect to any claim, debt, obligation or other

liability of any kind whatsoever, against any payment or benefit

provided for in Paragraph 7 above.

<PAGE>

12.  SEVERABILITY.  If any provision of this Agreement is

declared unenforceable for any reason, the remaining provisions of

this Agreement shall be unaffected thereby and shall remain in full

force and effect.

     13.  AMENDMENT.  This Agreement may be amended or cancelled

only by mutual agreement of the parties in writing.

     14.  ATTORNEY'S FEES AND COSTS.  If any action at law or in

equity is necessary to enforce the Executive's rights hereunder

following a Change of Control, the Executive shall be entitled to

recover all such attorney's fees, costs and disbursements

reasonably incurred by him in connection with any such suit brought

by him.

     15.  PAYMENT OF MONEY DUE DECEASED EXECUTIVE.  In the event of

Executive's death, any monies or benefits that may be due him from

the Corporation or Bank under this Agreement as of the date of

death or thereafter shall be paid to the person designated by him

in writing for this purpose, or, in the absence of any such

designation, to his estate.

     16.  LIMITATION OF DAMAGES FOR BREACH OF AGREEMENT.  In the

event of a breach of this Agreement by either the Corporation, the

Bank or the Executive, each hereby waives to the fullest extent

permitted by law the right to assert any claim against the others

for punitive or exemplary damages.

<PAGE>

     17.  LAW GOVERNING.  This Agreement shall be governed by and

construed in accordance with the laws of the Commonwealth of

Pennsylvania.  In the event that any party shall institute any suit

or other legal proceeding, whether or law or in equity, arising

from or relating to this Agreement, the courts of the Commonwealth

of Pennsylvania shall have exclusive jurisdiction and venue shall

lie exclusively in the Court of Common Pleas of Franklin County,

Pennsylvania.

     18.  ENTIRE AGREEMENT.  This Agreement supersedes any and all

prior agreements, either oral or in writing, between the parties

with respect to payments after a Change of Control, and this

Agreement contains all the covenants and agreements between the

parties with respect to same.

     19.  RIGHTS UNDER OTHER PLANS.  This Agreement is not intended

to reduce, restrict or eliminate any benefit to which Executive may

otherwise be entitled at the time of his discharge or resignation

under any employee benefit plan of the Bank then in effect.

     20.  TERMINATION.  This Agreement may not be terminated except

by mutual consent of the parties, as evidenced by a written

instrument duly executed by the Bank and Executive.

     21.  INDEPENDENT REPRESENTATION.  The provisions of this

Agreement and their legal effect have been fully explained to the

parties by their respective, independent counsel.  Each party

acknowledges that he/it has received independent legal advice, and

that each fully understands the facts and has been fully informed

<PAGE>

as to his/its legal rights and obligations.  Each party accepts

this Agreement as fair and equitable, and that it is being entered

into freely and voluntarily, after having received such advice and

with such knowledge.

     22.  "EXCESS PARACHUTE PAYMENT".  Notwithstanding any other

provisions of this Agreement, Corporation shall not be required to

pay any Severance Benefits pursuant to Paragraph 7 hereof which

would be deemed an "Excess Parachute Payment", and thus non-

deductible to the Bank and/or Corporation, under the Internal

Revenue Code.  Provided, however, it is the express intent of this

Agreement to provide to Executive the maximum amount to which he

would be entitled under the Internal Revenue Code, which amount

will result in no portion of such payment being deemed an "Excess

Parachute Payment".

<PAGE>

     IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound hereby, have caused this Agreement to be duly
executed in their respective names and, in the case of the
Corporation and Bank, by its authorized representatives the day and
year above mentioned.


ATTEST:                            THE FIRST NATIONAL BANK
                                   OF GREENCASTLE

/s/ John H. McDowell               By:  /s/Kermit G. Hicks
----------------------------            -------------------------
ATTEST:                            TOWER BANCORP, INC.

/s/ John H. McDowell               By:  /s/Kermit G. Hicks
----------------------------            -------------------------
WITNESS:

/s/Denise K. Garnes                /s/ Jeffrey B. Shank
----------------------------       ------------------------------
                                   Jeffrey B. Shank