Item 1. Business.
History and Business 	Tower Bancorp, Inc. ("Tower") is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. Tower was organized on October 12, 1983, under the laws of the Commonwealth of Pennsylvania for the purpose of acquiring The First National Bank of Greencastle, Greencastle, Pennsylvania ("First") and such other banks and bank related activities as are permitted by law and desirable. On June 1, 1984, Tower acquired 100% ownership of The First National Bank of Greencastle, issuing 159,753 shares of Tower's common stock to the former First shareholders. 	In 1997 Tower acquired 459 shares of its own common stock and sold 5,259 shares of treasury stock to First's ESOP plan, and 348 shares to First's president as part of a stock option plan. On July 1, 1997 Tower also issued a 5% stock dividend of 41,870 shares, increasing the total number of shares outstanding at December 31, 1997 to 883,098. 	During 1998 Tower acquired 9,807 shares of its own common stock and sold 5,005 shares of treasury stock to First's ESOP plan, and 1,504 shares to First executive officers and directors as part of a stock option plan. On July 1, 1998 Tower issued a 2 for 1 stock split of 885,600 shares, increasing the total number of shares outstanding at December 31, 1998 to 1,765,400. 	During 1999 Tower acquired 9,691 shares of its own common stock and sold 5,872 shares of treasury stock to First's ESOP plan, and 1,020 shares to First executive officers as part of a stock option plan.
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	During 2000 Tower acquired 7,750 shares of its own common stock and sold 1,655 shares of treasury stock to First executive officers and directors as part of a stock option plan. 	During 2001 Tower acquired 19,024 shares of its own common stock and sold 8,454 shares of treasury stock to First's ESOP plan, and 1,374 shares to First executive officers as part of a stock option plan. 	Tower's primary activity consists of owning and supervising its subsidiary, The First National Bank of Greencastle, which is engaged in providing banking and bank related services in South Central Pennsylvania, principally Franklin County, where its five branches are located in Quincy, Shady Grove, Waynesboro, Mercersburg and Laurich, as well as its main office in Greencastle, Pennsylvania. The day-to-day management of First is conducted by the subsidiary's officers. Tower derives the majority of its current income from First. 	Tower has no employees other than its four officers who are also employees of First, its subsidiary. On December 31, 2001, First had 86 full-time and 21 part- time employees. 	Tower contemplates that in the future it will evaluate and may acquire, or may cause its subsidiaries to acquire, other banks. Tower also may seek to enter businesses closely related to banking or to acquire existing companies already engaged in such activities. Any acquisition by Tower will require prior approval of the Board of Governors of the Federal Reserve System, the Pennsylvania Department of Banking, and, in some instances, other regulatory agencies and its shareholders. During 1996 Tower secured approval and purchased property for use as a possible future branch office, in Washington County, Maryland. During 1998 Tower secured approval and purchased property for a branch office in Waynesboro, Pennsylvania. Construction on this branch was started during 1998 and the new branch opened in the first quarter of 1999.
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Business of First 	First was organized as a national bank in 1983 as part of an agreement and plan of merger between Tower and The First National Bank of Greencastle, the predecessor of First, under which First became a wholly-owned subsidiary of Tower. As indicated, First is the successor to The First National Bank of Greencastle which was originally organized in 1864. 	First is engaged in commercial banking and trust business as authorized by the National Bank Act. This involves accepting demand, time and savings deposits and granting loans (consumer, commercial, real estate, business) to individuals, corporations, partnerships, associations, municipalities and other governmental bodies. 	In 2000, First entered into an affiliation agreement with Sentry Trust Company, a Pennsylvania Limited Purpose Bank, (Sentry) whereby Sentry acquired from First the right to service the trust accounts of First. Through this affiliation agreement trust and other financial services are provided to First's customers by Sentry. 	As of December 31, 2001, First had total assets of approximately $ 245 million, total shareholders' equity of approximately $ 28.5 million and total deposits of approximately $ 178 million. Regulation and Supervision 	Tower Bancorp, Inc. (Tower) is a bank holding company within the meaning of the Bank Holding Company Act of 1956 (BHC Act), and is registered as such with the Board of Governors of the Federal Reserve System (FRB). As a registered bank holding company, the parent company is required to file with the FRB certain reports and information. Tower is also subject to examination by the FRB and is restricted in its acquisitions, certain of which are subject to approval by the FRB. In addition, the parent
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company would be required to obtain the approval of the Pennsylvania State Banking Department in order for it to acquire certain bank and nonbank subsidiaries. 	Under the BHC Act, a bank holding company is, with limited exceptions, prohibited from (i) acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company which is not a bank or (ii) engaging in any activity other than managing or controlling banks. With the prior approval of the FRB, however, a bank holding company may own shares of a company engaged in activities which the FRB determines to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. In addition, federal law imposes certain restrictions on transactions between Tower and its subsidiary, First National Bank of Greencastle (First). As an affiliate of First, Tower is subject, with certain exceptions, to provisions of federal law imposing limitations on, and requiring collateral for, extensions of credit by First to its affiliates. 	The operations of First are subject to federal and state statutes applicable to banks chartered under the banking laws of the United States, to members of the Federal Reserve System and to banks whose deposits are insured by the Federal Deposit Insurance Corporation. Bank operations are also subject to regulations of the Office of the Comptroller of the Currency, the Federal Reserve Board and the Federal Deposit Insurance Corporation. 	The primary supervisory authority of First is the Office of the Comptroller of the Currency (OCC), who regularly examines such areas as reserves, loans, investments, management practices and other aspects of bank operations. These examinations are designed primarily for the protection of the Bank depositors. - -5-
	Federal and state banking laws and regulations govern, among other things, the scope of a bank's business, the investments a bank may make, the reserves against deposits a bank must maintain, the loans a bank makes and collateral it takes, the maximum interest rates a bank may pay on deposits, the activities of a bank with respect to mergers and consolidations, and the establishment of branches, and management practices and other aspects of banking operations. See Note 20 of the Notes to Financial Statements for a discussion of the limitations on the availability of Tower's subsidiary's undistributed earnings for the payment of dividends due to such regulation and other reasons. 	The Financial Institutions Reform, Recovery and Enforcement Act of 1989(FIRREA) provides among other things that a financial institution insured by the Federal Deposit Insurance Corporation(FDIC) sharing common ownership with a failed institution can be required to indemnify the FDIC for its losses resulting from the insolvency of the failed institution, even if such indemnification causes the affiliated institution also to become insolvent. Tower currently has only one subsidiary and as a result has not been significantly affected by the aforementioned provisions of FIRREA. 	The OCC issued guidelines which, effective December 31, 1990, imposed upon national banks risk-based capital and leverage standards. These capital requirements of bank regulators, are discussed in Note 20 of the notes to - -6-
financial statements. Failure to meet applicable capital guidelines could subject a national bank to a variety of enforcement remedies available to the federal regulatory authorities. Depending upon circumstances, the regulatory agencies may require an institution to surpass minimum capital ratios established by the OCC and the FRB. 	In December 1991, the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") was enacted. FDICIA contains provisions limiting activities and business methods of depository institutions. FDICIA requires the primary federal banking regulators to promulgate regulations setting forth standards relating to, among other things, internal controls and audit systems; credit underwriting and loan documentation; interest rate exposure and other off-balance sheet assets and liabilities; and compensation of directors and officers. FDICIA also provides for expanded regulation of depository institutions and their affiliates, including parent holding companies, by such institutions' primary federal banking regulator. Each primary federal banking regulator is required to specify, by regulation, capital standards for measuring the capital adequacy of the depository institutions it supervises and, depending upon the extent to which a depository institution does not meet such capital adequacy measures, the primary federal banking regulator may prohibit such institution from paying dividends or may require such institution to take other steps to become adequately capitalized.
- -7- 	FDICIA establishes five capital tiers, ranging from "well capitalized", to "critically undercapitalized". A depository institution is well capitalized if it significantly exceeds the minimum level required by regulation for each relevant capital measure. Under FDICIA, an institution that is not well capitalized is generally prohibited from accepting brokered deposits and offering interest rates on deposits higher than the prevailing rate in its market; in addition, "pass through" insurance coverage may not be available for certain employee benefit accounts. FDICIA also requires an undercapitalized depository institution to submit an acceptable capital restoration plan to the appropriate federal bank regulatory agency. One requisite element of such a plan is that the institution's parent holding company must guarantee compliance by the institution with the plan, subject to certain limitations. In the event of the parent holding company's bankruptcy, the guarantee, and any other commitments that the parent holding company has made to federal bank regulators to maintain the capital of its depository institution subsidiaries, would be assumed by the bankruptcy trustee and entitled to priority in payment. 	Based on their respective regulatory capital ratios at December 31, 2001, the Bank is considered well capitalized, based on the definitions in the regulations issued by the Federal Reserve Board and the other federal bank regulatory agencies setting forth the general capital requirements mandated by FDICIA. See "Capital Funds" in - -8-
management's discussion and analysis in the corporation's annual report as shown in Exhibit 13. 	A federal depositor preference statute was enacted in 1993 providing that deposits and certain claims for administrative expenses and employee compensation against an insured depository institution would be afforded a priority over other general claims against such an institution, including federal funds and letters of credit, in the "liquidation or other resolution" of such an institution by any receiver. 	In 1999, Federal regulatiors issued regulations to implement the privacy provisions of the Gramm-Leach-Bliley Act (Financial Services Modernization Act). This new law requires banks to notify consumers about their privacy policies and to give them an opportunity to "opt-out" or prevent the bank from sharing "nonpublic personal information" about them with nonaffiliated third parties. These regulations took effect in 2000. The corporation has developed privacy policies and procedures to provide timely disclosure of such policies and a convenient means for consumers to opt out of the sharing of their information with unaffiliated third parties. 	The earnings of First, and therefore the earnings of Tower, are affected by general economic conditions, management policies, and the legislative and governmental actions of various regulatory authorities including the FRB, the OCC and the FDIC.
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	In addition to banking and securities laws, regulations and regulatory agencies, the Corporation also is subject to various other laws, regulations and regulatory agencies throughout the United States. Furthermore, various proposals, bills and regulations have been and are being considered in the United States Congress, and various other governmental regulatory and legislative bodies, which could result in changes in the profitability and governance of the Corporation. It cannot be predicted whether new legislation or regulations will be adopted and, if so, how they would affect the Corporation. 	References under the caption "Supervision and Regulation" to applicable statutes, regulations and orders are brief summaries of portions thereof which do not purport to be complete and which are qualified in their entirety by reference thereto. Important Factors Relating to Forward Looking Statements 	The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about their companies without fear of litigation so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in such statements. In connection with certain statements made in this report and those that may be made in the future by or on behalf of the
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Corporation which are identified as forward-looking statements, the Corporation notes that the following important factors, among others, could cause actual results to differ materially from those set forth in any such forward-looking statements. Further, such forward-looking statements speak only as of the date on which such statement or statements are made, and the Corporation undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. 	The business and profitability of a financial services organization such as the Corporation is influenced by prevailing economic conditions and governmental policies. The actions and policy directives of the Federal Reserve Board determine to a significant degree the cost and the availability of funds obtained from money market sources for lending and investing. Federal Reserve Board policies and regulations also influence, directly and indirectly, the rates of interest paid by commercial banks on their interest-bearing deposits and may also impact the value of financial instruments held by the Corporation. The nature and impact on the Corporation of future changes in economic and market conditions and monetary and fiscal policies, both foreign and domestic, are not predictable and are beyond the Corporation's control. In addition, these conditions and policies can impact the Corporation's customers and
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counterparties which may increase the risk of default on their obligations to the Corporation and its affiliates. They can also affect the competitive conditions in the markets and products within which the Corporation operates, which can have an adverse impact on the Corporation's ability to maintain its revenue streams. 	As part of its ongoing business, the Corporation assumes financial exposures to interest rates, currencies, equities and other financial products. In doing so, the Corporation is subject to unforeseen events which may not have been anticipated or which may have effects which exceed those assumed within its risk management processes. This risk can be accentuated by volatility and reduction in liquidity in those markets which in turn can impact the Corporation's ability to hedge and trade the positions concerned. In addition, the Corporation is dependent on its ability to access the financial markets for its funding needs. 	As noted in "Supervision and Regulation", the Corporation is regulated by and subject to various regulators. The actions of these regulators can have an impact on the profitability and governance of the Corporation. Increases by regulatory authorities of minimum capital, reserve, deposit insurance and other financial viability requirements can also affect the Corporation's profitability. 	The Corporation is subject to operational and control risk which is the potential for loss caused by a - -12-
breakdown in communication, information, processing and settlement systems or processes or a lack of compliance with the procedures on which they rely either within the Corporation or within the broader financial systems infrastructure. 	As with any financial institution, the Corporation is also subject to the risk of litigation and to an unexpected or adverse outcome in such litigation. Competitive pressures in the marketplace and unfavorable or adverse publicity and news coverage can have the effect of lessening customer demand for the Corporation's services. Ultimately, the Corporation's businesses and their success are dependent on the Corporation's ability to attract and retain high quality employees. Competition 	First's principal market area consists of the southern portion of Franklin County, Pennsylvania, the northeastern portion of Washington County, Maryland, and a portion of Fulton County, Pennsylvania. It services a substantial number of depositors in this market area, with the greatest concentration within a limited radius of Greencastle, Pennsylvania. 	First, like other depository institutions, has been subjected to competition from less heavily regulated entities such as brokerage firms, money market funds, consumer finance and credit card companies and other commercial banks, many of which are larger than First. First is generally competitive with all competing financial - -13-
institutions in its service area with respect to interest rates paid on time and savings deposits, service charges on deposit accounts and interest rates charged on loans. Item 2.
Item 2.	Properties. 	The First National Bank of Greencastle owns buildings at Center Square, Greencastle, Pennsylvania (its corporate headquarters); Shady Grove, Pennsylvania; 4136 Lincoln Way West, (Laurich Branch), Chambersburg, Pennsylvania; Quincy, Pennsylvania and Waynesboro, Pennsylvania. In addition, First leases approximately 1,500 square feet in a building located at 305 North Main Street, Mercersburg, Pennsylvania and 365 square feet located at 685 Fifth Avenue, Chambersburg, Pennsylvania used as a loan origination office. Offices of the bank are located in each of these buildings. First also owns a building at 18233 Maugans Avenue in Washington County, Maryland which may be used as a branch office at some point in the future.
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Item 3.
Item 3.	Legal Proceedings. 	Tower is an occasional party to legal actions arising in the ordinary course of its business. In the opinion of Tower's management, Tower has adequate legal defenses and/or insurance coverage respecting any and each of these actions and does not believe that they will materially affect Tower's operations or financial position. Item 4.
Item 4.	Submission of Matters to Vote of Security Holders. 		None 		The following table sets forth selected information about the principal officers of the holding company, each of whom is elected by the Board of Directors and each of whom holds office at the discretion of the Board.
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Part II
Item 5.
Item 5.	Market for Registrant's Common Stock and Related 		 Security Holder Matters.
	Tower's common stock is not traded on a national securities exchange, but is traded through the local and over-the-counter local markets. At December 31, 2001, the approximate number of shareholders of record was 1,039. The price ranges for Tower common stock set forth below are the approximate bid prices obtained from brokers who make a market in the stock and don't reflect prices in actual transactions.
Item 6.
Item 6.	Selected Financial Data
	The selected five-year financial data on page 25 of the annual shareholders' report for the year ended December 31, 2001 is incorporated herein by reference.
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Item 7.
Item 7.	Management's Discussion and Analysis of Financial 	 Condition and Results of Operations 	Management's discussion and analysis of financial condition and results of operations, including quantitative and qualification disclosures about market risk on pages 30 through 35 of the annual shareholders report are incorporated herein by reference. Item 8.
Item 8.	Financial Statements and Supplementary Data 	The financial statements and supplementary data, some of which is required under Guide 3 (statistical disclosures by bank holding companies) are shown on pages 2 through 29 of the annual shareholders report for the year ended December 31, 2001 and are incorporated herein by reference. Additional schedules required in addition to those included in the annual shareholders report are submitted herewith.
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TOWER BANCORP INC. AND ITS WHOLLY-OWNED SUBSIDIARY
LOAN PORTFOLIO
	The following table presents the loan portfolio at the end of each of the last five years:
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TOWER BANCORP INC. AND ITS WHOLLY-OWNED SUBSIDIARY SUMMARY OF LOAN LOSS EXPERIENCE Years Ended December 31
			The provision is based on an evaluation of the adequacy of the allowance for possible loan losses. The evaluation includes, but is not limited to, review of net loan losses for the year, the present and prospective financial condition of the borrowers and evaluation of current and projected economic conditions.
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TOWER BANCORP INC. AND ITS WHOLLY-OWNED SUBSIDIARY
LOANS
	The following table sets forth the outstanding balances of those loans on a nonaccrual status and those on accrual status which are contractually past due as to principal or interest payments for 60 days and 90 days or more at December 31.
	See Note 8 of the Notes to Consolidated Financial Statements for details of income recognized and foregone revenue on nonaccrual loans for the past three years, and disclosures of impaired loans.
	Management has not identified any significant problem loans in the accrual loan categories shown above.
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TOWER BANCORP INC. AND ITS WHOLLY-OWNED SUBSIDIARY
	The following is an allocation by loan categories of the allowance for loan losses at December 31 for the last five years. In retrospect the specific allocation in any particular category may prove excessive or inadequate and consequently may be reallocated in the future to reflect the then current conditions. Accordingly, the entire allowance is available to absorb losses in any category:
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TOWER BANCORP INC. AND ITS WHOLLY-OWNED SUBSIDIARY
DEPOSITS
	The average amounts of deposits are summarized below:
RETURN ON EQUITY AND ASSETS (APPLYING DAILY AVERAGE BALANCES)
	The following table presents a summary of significant earnings and capital ratios:
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TOWER BANCORP INC. AND ITS WHOLLY-OWNED SUBSIDIARY CONSOLIDATED SUMMARY OF OPERATIONS
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Item 9.
Item 9. Disagreements on Accounting and Financial 		Disclosures.
	Not applicable.
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PART III 	The information required by Items 10, 11, 12 and 13 is incorporated by reference from Tower Bancorp, Inc.'s definitive proxy statement for the 2002 Annual Meeting of Shareholders filed pursuant to Regulation 14A.
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PART IV Item 14.
Item 14. Exhibits, Financial Statement Schedules and 		 Reports of Form 8-K. 	(a) (1) - List of Financial Statements 	The following consolidated financial statements of Tower Bancorp and its subsidiary, included in the annual report of the registrant to its shareholders for the year ended December 31, 2001, are incorporated by reference in Item 8: 		Consolidated balance sheets - December 31, 		2001 and 2000 		Consolidated statements of income - Years 		ended December 31, 2001, 2000, and 1999 		Consolidated statements of stockholders' 		equity - Years ended December 31, 2001, 2000, 		and 1999 		Consolidated statements of cash flows - Years 		ended December 31, 2001, 2000, and 1999 		Notes to consolidated financial statements - 		December 31, 2001 	(2)	List of Financial Statement Schedules 		Schedule I - Loan portfolio Schedule II - Summary of loan loss experience, nonaccrual loans and allocation of allowance for loan losses 		Schedule III - Deposits 	Schedule IV - Return on equity and assets - -28-
Schedule V - Consolidated summary of operations 	All other schedules for which provision is made in 	the applicable accounting regulation of the 	Securities and Exchange Commission are not 	required under the related instructions or are 	inapplicable and therefore have been omitted. 	(3)	Listing of Exhibits 		Exhibit (3) (i) Articles of incorporation 		Exhibit (3) (ii) Bylaws 		Exhibit (4) Instruments defining the rights of 		security holders including indentures 		Exhibit (10) Material contracts 		Exhibit (13) Annual report to security 		holders 		Exhibit (21) Subsidiaries of the registrant 		Exhibit (23.1) Consent of independent auditors 		Exhibit (27) Financial data schedule 	All other exhibits for which provision is made in 	the applicable accounting regulation of the 	Securities and Exchange Commission are not 	required under the related instructions or are 	inapplicable and therefore have been omitted. 	(b)	Reports on Form 8-K filed Report filed April 10, 2001 for news release announcing financial results for quarter ended March 31, 2001. - -29-
Report filed July 18, 2001 for news release announcing financial results for quarter ended June 30, 2001. Report filed September 26, 2001 for news release to announce a common stock repurchase program. Report filed October 11, 2001 for news release announcing financial results for quarter ended September 30, 2001. 	(c)	Exhibits 		(3)(i)	Articles of incorporation. Incorporated by reference to Form 8-K dated May 26, 1998. 			 (ii) By-laws. Incorporated by reference 				to Exhibit D to the Registrant's 				Registration Statement on Form S-14, 				Registration No. 2-89573. 		(4)	Instruments defining the rights of 				security holders including indentures. 				The rights of the holders of Registrant's 				common stock are contained in: 				(i)	Articles of Incorporation of Tower Bancorp, Inc., incorporated by reference to Form 8-K dated May 26, 1998.
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				(ii)	By-laws of Tower Bancorp, Inc., filed 						as Exhibit D to the Registrant's 			Registration Statement on Form S-14 	(Registration No. 2-89573). 		(10)(i)	Change of control agreements, filed herewith by Exhibit 10-1 and 10-2 and Incorporated by reference to the registrant's Form 10K filing dated March 22, 1999 Exhibit 10-1 and 10-2 for the year ended December 31, 1998. 				(ii)	Non-Qualified stock option plan; stock option plan for outside directors and amended and restated employee stock ownership plan filed as Exhibit 99.1 to the Registrant's Statement on Form S-8 (Registration No. 333-40661). 		(13)	Annual report to security holders - filed 				herewith 		(21)	Subsidiaries of the registrant - filed 				herewith 		(23.1)	Consent of independent auditors - filed herewith 		(27)	Financial data schedule - filed herewith
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	(d)	Financial statement schedules 		The following financial statement schedules 		required under Article 9 Industry Guide 3 have 		been included on pages 19 to 25 under Item 8 		of this report: 		Schedule I - Loan portfolio Schedule II - Summary of loan loss experience, nonaccrual loans, and allocation of allowance for loan losses 		Schedule III - Deposits 		Schedule IV - Return on equity and assets Schedule V - Consolidated summary of operations
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SIGNATURES
	Pursuant to the requirements of Section 13 or 15(d) 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)
	 By /s/ Jeff B. Shank________ Jeff B. Shank, President Principal Executive Officer and Principal Financial Officer)
By /s/Franklin T. Klink, III__ Franklin T. Klink, III Treasurer (Principal Accounting Officer) Dated: March 15, 2002
	Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Jeff B. Shank 	President &	March 15, 2002 Jeff B. Shank Director
/s/ Kermit G. Hicks 	Chairman of the 	March 15, 2002 Kermit G. Hicks Board & Director
/s/Robert L. Pensinger 	Director 	March 15, 2002 Robert L. Pensinger
/s/ Harold C. Gayman Vice Chairman of 	March 15, 2002 Harold C. Gayman the Board & Director
/s/James H. Craig, Jr. 	Director 	March 15, 2002 James H. Craig, Jr.
/s/ Lois Easton ____	Director	March 15, 2002 Lois Easton
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Exhibit Index
Exhibit No.
	10-1	Change of control agreement 	10-2	Change of control agreement 	13	Annual report to security holders 	21	Subsidiaries of the Registrant 	23.1	Consent of independent auditors 	27	Financial data schedule
12-MOS DEC-31-2001 DEC-31-2001 8,080 2,717 55,601 167,677 1,577 245,574 177,599 37,341 2,116 2,225 26,293 245,574 13,380 2,913 16,510 5,839 6,988 9,402 1,761 6,702 5,637 5,637 4,001 2.29 2.26 4.3 0 1,586 1,577 1,577