UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): August 25, 2010~~1934

Date of Report (Date of earliest event reported): August 27, 2010

First Chester County Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania		01-~~12870~~34500		23-2288763
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

9 North High Street

West Chester, Pennsylvania 19380

(Address of principal executive offices)

(484) 881-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Items~~Item 1.01 Entry into a Material Definitive Agreement.

On August 2527, 2010, First ~~Chester County Corporation (“First Chester”), the holding company for First~~ National Bank of Chester County (the “Bank”) ~~and Tower Bancorp~~, ~~Inc.~~ subsidiary ~~(“Tower”),~~bank ~~the~~of ~~holding company~~First ~~for~~Chester ~~Graystone~~County ~~Tower~~Corporation ~~Bank~~ (the “~~Graystone~~Company”), entered into ~~the~~a ~~Second Amendment~~formal towritten ~~Agreement~~agreement ~~and Plan of Merger~~ (the “~~Second~~Formal ~~Amendment~~Agreement”), ~~which amends~~with ~~that~~the ~~certain~~Office ~~Agreement and Plan~~ of ~~Merger dated December 27, 2009~~the ~~between~~Comptroller ~~First~~of ~~Chester~~the ~~and~~Currency ~~Tower,~~(the as“OCC”). ~~amended~~A bycopy ~~that~~of ~~certain~~the ~~First~~Formal ~~Amendment~~Agreement tois ~~Agreement~~attached ~~and~~hereto ~~Plan~~as ~~of Merger dated March~~Exhibit 4,10.1 ~~2010~~and ~~(the~~incorporated ~~“Merger~~herein ~~Agreement”)~~by reference.

The Formal ~~Second~~Agreement ~~Amendment~~is ~~extends~~based on the ~~date~~findings ~~from~~of ~~either First~~the ~~Chester~~OCC orduring ~~Tower~~their ~~may~~on-site examination ~~terminate~~of the ~~Merger~~Bank that commenced on March 1, 2010. The Formal Agreement ifsupersedes and replaces the ~~merger~~previously ~~has~~disclosed ~~not~~informal Memorandum ~~been~~of ~~consummated~~Understanding ~~from~~(“MOU”) ~~September 30,~~entered ~~2010~~into toon ~~November~~October 2016, ~~2010~~2009. AUnlike ~~copy of~~the MOU, the ~~Amendment~~formal agreement is ~~attached~~enforceable toby ~~this~~the ~~Current~~OCC ~~Report~~through onseveral ~~Form 8-K~~means, ~~as Exhibit 2.1~~including injunctions and isthe ~~incorporated~~assessment ~~herein~~of bycivil ~~reference~~money penalties against the Bank, its board of directors and/or its management.

~~Other~~Under the ~~Information~~terms of the Formal Agreement, the Board of Directors of the Bank are required to ensure that the Bank continues to take the actions previously identified in the MOU, and, in some cases, augments those requirements, such as by requiring the Bank to establish a written program regarding criticized assets of $750,000 or above, rather than the $1,000,000 threshold referenced in the MOU. In addition, the Formal Agreement adds a number of new requirements, requiring the Bank to: (i) ensure it has adequate and competent senior management; (ii) develop and implement a written profit plan to improve and sustain the earnings of the Bank; (iii) develop and implement a written program to improve loan portfolio management; (iv) review the methodology for the Bank’s allowance for loan and lease losses and establish a program providing for the maintaining of an adequate allowance; and (v) adopt and implement a written interest rate risk policy. Additionally, the Bank is required to submit periodic reports to the OCC regarding various aspects of the foregoing actions. The Bank’s Board of Directors will appoint a compliance committee to monitor and coordinate the Bank’s performance under the Formal Agreement.

The ~~proposed transaction will be submitted to the~~ ~~shareholders~~foregoing ofdescription ~~First~~is ~~Chester~~only ~~and Tower for their consideration and approval. In connection with the proposed transaction, Tower will be filing with the SEC~~ a ~~registration~~summary ~~statement on Form S-4 which will include a joint proxy statement/prospectus and other relevant documents to be distributed to the shareholders~~ of ~~Tower and First Chester. Investors are urged to read~~ the ~~registration~~ ~~statement~~material ~~and~~terms ~~the~~of ~~joint proxy statement/prospectus regarding~~ the Formal ~~proposed~~Agreement ~~transaction when it becomes available~~ and ~~any~~is ~~other~~qualified ~~relevant~~in ~~documents filed~~its ~~with~~entirety ~~the~~by ~~SEC,~~reference ~~as well as any amendments or supplements~~ to ~~those documents, because they will contain important First Chester, free of charge from~~ the ~~SEC’s Internet site (www.sec.gov), by contacting Tower Bancorp, Inc.,~~Formal ~~112 Market Street~~Agreement, ~~Harrisburg,~~which ~~Pennsylvania~~is ~~17101,~~attached ~~Attention:~~hereto ~~Brent~~as ~~Smith, Investor Relations, telephone 717-724-4666 or by contacting First Chester Financial Corporation, 9 North High Street, West Chester, Pennsylvania 19381, Attention: John Stoddart,~~Exhibit ~~Investor Relations, telephone 484-881-4141~~10. ~~INVESTORS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS TO BE FILED WITH THE SEC CAREFULLY BEFORE MAKING A DECISION CONCERNING THE TRANSACTION~~1.

Tower, First Chester and their respective directors, executive officers, and certain other members of management and employees may be soliciting proxies from Tower and First Chester shareholders in favor of the transaction. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Tower and First Chester shareholders in connection with the proposed transaction will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about Tower’s executive officers and directors in its most recent proxy statement filed with the SEC, which is available at the SEC’s Internet site (www.sec.gov). Information about First Chester’s executive officers and directors is set forth in its most recent Annual Report on Form 10-K filed with the SEC, which is available at the SEC’s Internet site. You can also obtain free copies of these documents from Tower or First Chester, as appropriate, using the contact information above.

This document is not an offer to sell shares of Tower’s securities which may be issued in the proposed transaction. Such securities are offered only by means of the joint proxy statement/prospectus referred to above.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
2.1		Second Amendment to Agreement and Plan of Merger by and between First Chester County Corporation and Tower Bancorp, Inc., dated August 25, 2010.
10.1		Agreement by and between the Office of the Comptroller of the Currency and First National Bank of Chester County, dated August 27, 2010.

SIGNATURE

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 hereunto duly authorized.

Date: August 26, 2010	FIRST CHESTER COUNTY CORPORATION
Date: September 2, 2010	FIRST CHESTER COUNTY CORPORATION
	By:	/s/ John A. Featherman, III
	Name:	John A. Featherman, III
	Title:	Chairman, President and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit No.		Description
2.1		Second Amendment to Agreement and Plan of Merger by and between First Chester County Corporation and Tower Bancorp, Inc., dated August 25, 2010.
10.1		Agreement by and between the Office of the Comptroller of the Currency and First National Bank of Chester County, dated August 27, 2010.

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