Section 10.2 and Section 11.1.    Prior to the July 27, 2010 amendment and restatement of the Bylaws, the Registrant’s Bylaws provided for a classified Board of Directors, with directors elected for staggered, three-year terms. As a result of the July 27, 2010 amendment and restatement of the Bylaws: (i) beginning with the 2011 Annual Meeting of Shareholders, nominees elected to the Registrant’s Board of Directors shall be elected for one-year terms; (ii) directors elected prior to the 2011 Annual Meeting shall serve the remainder of their elected term, even if greater than one year; (iii) a director selected to fill a vacancy resulting from an increase in the number of directors shall hold office until the next annual meeting following his selection; and (iv) a director appointed to fill a vacancy resulting from the death, resignation or removal from office of a director shall hold office for the remainder of the term of the director they are replacing.

Sections 10.3, 10.4 and 10.5; Section 11.1; and Section 33.1.    In connection with the merger of the Registrant and Graystone Financial Corp. (“Graystone”), effective March 31, 2009, the Registrant’s Bylaws were amended by, among other things: (i) adding Section 10.3 to require that for three years following the effective date of the merger, unless the Board of Directors shall determine otherwise upon the approval of 80% of the directors, the Board of Directors shall consist of 20 directors, 10 of which shall be designated by the pre-merger Registrant directors and 10 of which shall be designated by the former Graystone directors; (ii) adding a new Section 10.4 requiring that for three years following the effective date of the merger, unless the Board of Directors shall determine otherwise upon the approval of 80% of the directors, all committees of the Registrant shall have equal representation of directors formerly of Graystone and the pre-merger Registrant; (iii) providing, in Sections 10.5 and 11.1, that for three years following the effective date of the merger, any director vacancies shall be filled in accordance with the requirements of Section 10.3 unless determined otherwise by the approval of 80% of the directors; and (iv) requiring in Section 33.1 that for three years after the effective date of the merger, Section 10.2, 10.3, 10.4, 10.5 and 11.1 shall not be amended except by the affirmative vote of 80% of the entire Board of Directors. The amended and restated Bylaws adopted on July 27, 2010 have eliminated all of the foregoing requirements. These amendments were approved by the requisite affirmative vote of 80% of the Registrant’s Board of Directors.

Section 12.2; Section 16.1; Sections 18.1 and 18.2; Section 22.1; and Section 24.1.    Prior to the amendment and restatement of the Bylaws on July 27, 2010, the Registrant’s Bylaws did not provide for the office of “Chief Executive Officer” apart from the President. Section 18.1 of the amended and restated Bylaws now provides for the office of Chief Executive Officer and identifies the duties and authorities of such office. Section 18.2 of the amended and restated Bylaws provides for the duties and authorities of the President and provides that, if there is no Chief Executive Officer, the President shall have and exercise all powers conferred on such office. Sections 12.2 16.1, 22.1 and 24.1 were amended to include appropriate references to the office of Chief Executive Officer.

Exhibit No.

Description

TOWER BANCORP, INC.

(Registrant)

/s/ Andrew S. Samuel

Andrew S. Samuel

President and Chief Executive Officer

Exhibit No.

Description