X0304 4 2012-02-17 1 0000740942 TOWER BANCORP INC TOBC 0001217649 TOMPKINS JANE B 24 KELLY DRIVE CARLISLE PA 17015 0 1 0 0 EVP, Chief Credit Officer Common Stock 2012-02-17 4 D 0 12145.8625 D 0 D Common Stock 2012-02-17 4 D 0 5.2410 D 0 I By ESOP Common Stock 2012-02-17 4 D 0 2500 D 0 I By IRA Employee Stock Option (right to buy) 22.22 2012-02-17 4 D 0 630 D 2009-03-31 2018-01-22 Common Stock 630 0 D Employee Stock Option (right to buy) 30.96 2012-02-17 4 D 0 2100 D 2009-03-31 2018-07-17 Common Stock 2100 0 D Employee Stock Option (right to buy) 26.77 2012-02-17 4 D 0 2400 D 2019-09-22 Common Stock 2400 0 D Disposed of pursuant to the Agreement and Plan of Merger between Susquehanna Bancshares, Inc. ("Susquehanna") and issuer, dated June 20, 2011, as amended September 28, 2011 (the "Merger Agreement"), pursuant to which issuer was merged with and into Susquehanna (the "Merger"). Pursuant to the Merger, each share of issuer was exchanged for 3.4696 shares of Susquehanna common stock or $28.00, at each stockholder's election and subject to proration and allocation procedures described in the Merger Agreement. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of issuer common stock. Reflects allocation of shares under the Employee Stock Ownership Plan. Pursuant to the Merger Agreement, each option granted by issuer to purchase shares of issuer's common stock which was outstanding and unexercised immediately prior to the effective time of the Merger, automatically converted into a right to purchase shares of Susquehanna common stock, with the number of underlying shares and the exercise price determined per the Merger Agreement, and subject to the terms of the issuer's stock plans. Stock options granted pursuant to the 2007 Stock Incentive Plan vest in five equal annual installments commencing on September 22, 2010. Carl D. Lundblad for Jane B. Tompkins under Power of Attorney dated March 23, 2009 2012-02-17