Exhibit 4.3


 


AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT


 


This
AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of December 17,
2008 (the “Amendment”), is by and between VIST
FINANCIAL CORP., a Pennsylvania corporation (the “Company”), and
AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Rights
Agent”).


 


WITNESSETH


 


WHEREAS,
the Company and Rights Agent have heretofore entered into the Amended and
Restated Rights Agreement, dated as of March 3, 2008 (the “Rights
Agreement”);


 


WHEREAS,
no Distribution Date (as defined in the Rights Agreement) has occurred;


 


WHEREAS,
the Board of Directors of the Company has adopted, in accordance with Section 27
of the Rights Agreement, a resolution approving this Amendment and directing
the appropriate officers of the Company to take all appropriate steps to
execute and put into effect this Amendment, and an appropriate officer of the
Company has provided a certificate to the Rights Agent as provided for in such Section 27.


 


NOW,
THEREFORE, in consideration of the premises and covenants set forth in the
Rights Agreement and this Amendment, the parties hereby agree as follows:


 


1.               Certain Definitions.  Sections 1(a) and 1(b) of the
Rights Agreement are hereby amended and restated to read in their entirety as
follows:


 


(a)  “Acquiring Person”
shall mean any Person who or which, together with all Affiliates and Associates
of such Person, shall be the Beneficial Owner of (i) 15% or more of the
shares of Common Stock or (ii) Voting Securities that in the aggregate
represent 15% or more of the Total Voting Power, but shall not include (x) the
Company, any Subsidiary of the Company, any employee stock option plan or other
employee benefit plan of the Company or of any Subsidiary of the Company, or
any Person or entity organized, appointed, or established by the Company for or
pursuant to the terms of any such plan, (y) the United States Department
of the Treasury (the “Investor”) and be inapplicable to a certain Letter
Agreement, dated December 19, 2008 (the “Purchase Agreement”), between the
Company and the Investor and a warrant (the “Warrant”) to purchase
364,078 shares of Common Stock issued to the Investor and the consummation
of the transactions contemplated thereby, including the exercise of the Warrant
by the Investor in accordance with its terms.


 


(b)  “Adverse Person”
shall mean any Person declared to be an Adverse Person by the Board of
Directors upon a determination that the criteria set forth in Section 11(a)(ii)(B) apply
to such Person; provided, however, that the term “Adverse Person”
shall not include the Investor and be inapplicable to the Purchase Agreement
and the Warrant and the consummation of the transactions contemplated thereby,
including the exercise of the Warrant by the Investor in accordance with its
terms.


 


2.               Exhibits.  Exhibit B of the Rights Agreement is
hereby amended and restated to read in its entirety as attached hereto.


 


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3.               Rights Agreement.  On or after the date hereof, each reference
in the Rights Agreement (including the Exhibits thereto) to “This Agreement,” “hereunder,”
“herein” or words of like import shall mean and be a reference to the Rights
Agreement as amended hereby and all Exhibits thereto shall be deemed to be
amended to reflect the amendments made hereby.


 


4.               Effective Date.  This Amendment shall be effective as of the
date of its execution and, except as set forth herein, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected hereby.


 


5.               Capitalized Terms.  Capitalized terms which are used but not
defined herein shall have the meaning ascribed to such terms in the Rights
Agreement.


 


6.               Enforceability.  If any term, provision, covenant, or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void, or unenforceable, the remainder of the
terms, provisions, covenants, and restrictions of this Amendment shall remain
in full force and effect and shall in no way be affected, impaired, or
invalidated.


 


7.               Governing Law.  This Amendment shall be deemed to be a
contract made under the laws of the Commonwealth of Pennsylvania and for all
purposes shall be governed by and construed in accordance with the laws of the
Commonwealth applicable to contracts made and to be performed entirely within
the Commonwealth; provided, however, that all provisions regarding the rights,
duties and obligations of the Rights Agent shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed entirely within such State.


 


2

















 


8.               Counterparts.  This Amendment may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.


 


	
   

  	
  VIST
  FINANCIAL CORP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert D. Davis

  
	
   

  	
  Robert D. Davis

  
	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  Attest:

  	
  /s/
  Jenette L. Eck

  
	
   

  	
   Jenette L. Eck

  
	
   

  	
   Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMERICAN STOCK
  TRANSFER & TRUST

  COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Herbert J. Lemmur

  
	
   

  	
  Herbert J. Lemmur

  
	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  Attest:

  	
  /s/ Susan Silber

  
	
   

  	
   Susan Silber

  
	
   

  	
   Assistant Secretary

  
					



 


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Exhibit B


 


SUMMARY OF RIGHTS TO PURCHASE

COMMON STOCK


 


On September 19, 2001, the Board of Directors of VIST Financial
Corp. (formerly known as Leesport Financial Corp. and First Leesport Bancorp, Inc.)
(the “Company”) declared a dividend distribution of one right (a “Right”) for
each outstanding share of the Company’s common stock, par value $5.00 per share
(the “Common Stock”), to shareholders of record at the close of business on October 10,
2001.  The Board of Directors amended the
terms and conditions of the Rights as of March 3, 2008 and December 17,
2008.  Each Right entitles the registered
holder to purchase from the Company one share of Common Stock, at a purchase
price of $70.00, subject to adjustment. 
The description and terms of the Rights are set forth in the Amended and
Restated Rights Agreement, dated as of March 3, 2008, as amended December 17,
2008 (collectively, the “Rights Agreement”) between the Company and American
Stock Transfer & Trust Company, as Rights Agent.


 


Initially, the Rights will be evidenced by Common Stock certificates
representing shares then outstanding, and no separate Rights certificates will
be distributed.  The Rights will separate
from the Common Stock and be distributed (the “Distribution Date”) upon the
earlier of (i) 10 business days following a public announcement that a
person or group of affiliated or associated persons (an “Acquiring Person”) has
acquired 15% or more of the outstanding shares of Common Stock or voting
securities representing 15% or more of the total voting power of the Company; (ii) 10
business days (or such later date as the Board of Directors shall determine)
following the commencement of a tender offer or exchange offer that would
result in a person or group acquiring 15% or more of such outstanding shares of
Common Stock or total voting power; or (iii) 10 business days following
the determination by the Board of Directors that, with respect to any person
who, alone or together with his affiliates or associates, has acquired 4.9% or
more of such outstanding shares of Common Stock or total voting power of the
Company, such beneficial ownership by such person is intended in the view of
the Board of Directors to cause the Company to take actions to provide
short-term financial gain to such person under circumstances not in the best
long-term interests of the Company and its other shareholders (any such person
referred to as an “Adverse Person”).


 


On December 17, 2008, the Board of Directors and the Rights Agent
amended the provisions of the Rights Agreement to provide that both the terms “Acquiring
Person” and “Adverse Person” shall not include the United States Department of
the Treasury (the “Investor”) and be inapplicable to a certain Letter
Agreement, dated December 19, 2008, between the Company and the Investor
and a warrant (the “Warrant”) to purchase 364,078 shares of Common
Stock issued to the Investor and the consummation of the transactions
contemplated thereby, including the exercise of the Warrant by the Investor in
accordance with its terms.


 


Until the Distribution Date, the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, and the surrender for transfer of any certificate for Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.  The Rights are not exercisable until the
Distribution Date and will expire at the close of business on September 19,
2011, unless earlier redeemed as described below.


 


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After the Rights become exercisable, upon the occurrence of certain
events specified in the Rights Agreement, including the acquisition of the
Company in a merger transaction or a sale of 50% or more of the Company’s
assets or earning power, each holder of a Right will thereafter have the right
to receive upon exercise of the Right, Common Stock (or common stock of the
acquiring company depending on the type of transaction) having a market value
equal to twice the exercise price of the Right.  If the Rights become
exercisable, all Rights beneficially owned by an Acquiring Person or an Adverse
Person will be null and void.  Rights are
not exercisable under any circumstances until such time as the Rights are no
longer redeemable as described below.


 


For example, at an exercise price of $70.00 per Right, each Right not
owned by an Acquiring Person or an Adverse Person following an acquisition of
the Company in a merger transaction in which the Company is the legally
surviving entity would entitle its holder to purchase $140.00 worth of Common
Stock (based on the lowest closing price over the prior twelve months) for
$70.00.  Assuming that the lowest closing
price of the Common Stock during the prior twelve months was $17.50, the holder
of each valid Right would be entitled to purchase eight shares of Common Stock
for $70.00.


 


At any time until ten business days following the Stock Acquisition
Date, the Company may, by action of a majority of the Board of Directors,
redeem the Rights at a price of $0.001 per Right.  At any time prior to the date the Rights
would otherwise become nonredeemable, a majority of the Board of Directors may
extend the period for redemption.


 


Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the $0.001 redemption price.  The Board of Directors may not redeem the
Rights following a determination that any person is an Adverse Person.


 


Copies of the Rights Agreement are available free of charge from the
Rights Agent.  This summary description
of the Rights does not purport to be complete and is qualified in its entirety
by reference to the Rights Agreement.


 


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