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EXHIBIT 10.15
April 20, 2004
Board of Directors
Omega Financial Corporation
366 Walker Drive
State College, PA 16804
RE: Shareholder
Voting Agreement (this "Agreement")
Dear Ladies and Gentlemen:
The
undersigned Shareholder ("SHAREHOLDER") of Sun Bancorp, Inc., a
Pennsylvania corporation ("SUN"), in order
to induce Omega Financial
Corporation, a Pennsylvania corporation
("OMEGA") to enter into the Agreement
and Plan of Merger, of even date, by and
between Omega and Sun (the "MERGER
AGREEMENT") hereby represents, warrants and
agrees as follows:
1.
Shareholder hereby represents and warrants that Shareholder owns
of
record and beneficially (as defined in Rule
13d-3 under the Exchange Act), good
and valid title to all of the shares of the
capital stock of Sun, and options to
acquire shares of capital stock of Sun,
shown on Exhibit A attached hereto, free
and clear of any and all mortgages, liens,
encumbrances, charges, claims,
restrictions, pledges, security interests,
voting trusts or agreements, or
impositions, except as otherwise disclosed
on Exhibit A, and such shares
represent all of the shares, or rights to
acquire shares, of capital stock of
Sun owned by Shareholder. For purposes
hereof, the shares of capital stock of
Sun and the options to acquire shares of
capital stock of Sun set forth on
Exhibit A attached hereto, and any such
shares and options hereafter acquired by
Shareholder, shall be referred to herein as
the "Stock." It is understood and
agreed that the term "Stock" shall not
include any securities owned by
Shareholder as a trustee or fiduciary of a
trust or account of which they are
not the principal beneficiary, and that
this Agreement is not in any way
intended to affect the exercise by the
Shareholder of Shareholder's fiduciary
responsibility with respect to any such
securities.
2.
Shareholder will vote, or cause to be voted, all of the Stock
in
person or by proxy, (a) for approval of the
Merger Agreement and the
transactions contemplated thereby at any
meeting of the Sun shareholders duly
held for such purpose, and (b) against any
action or proposal that is intended,
or could reasonably be expected, to impede,
interfere with, delay, or adversely
affect the transactions contemplated by the
Merger Agreement. In the event that
any vote of any of the Stock does not
comply with the terms of this Agreement,
such vote shall be considered null and
void, and the provisions of Section 3 of
this Agreement shall immediately take
effect.
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3.
Shareholder hereby irrevocably constitutes and appoints Omega,
or
its designee, from and after the date
hereof and until the termination of this
Agreement as provided herein (at which
point such constitution and appointment
shall automatically be revoked) as
Shareholder's attorney, agent and proxy (such
constitution and appointment, the
"Irrevocable Proxy"), with full power of
substitution, to vote and otherwise act
with respect to all such Shareholder's
Shares at any meeting of the shareholders
of Sun (whether annual or special and
whether or not an adjourned or postponed
meeting), however called, and in any
action by written consent of the
shareholders of Sun, on the matters and in the
manner specified in Section 2 above.
Without limiting the foregoing, in any such
vote or other action pursuant to such
proxy, neither Omega nor any other person
listed in the immediately preceding
sentence shall in any event have the right
(and such proxy shall not confer the right)
to vote against the Merger. THIS
PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE
(UNTIL TERMINATED AS PROVIDED
HEREIN) AND COUPLED WITH AN INTEREST AND,
TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, SHALL BE VALID AND BINDING
ON ANY PERSON TO WHOM A SHAREHOLDER
MAY TRANSFER ANY OF ITS SHARES IN BREACH OF
THIS AGREEMENT. Shareholder hereby
revokes all other proxies and powers of
attorney with respect to all
Shareholder's Shares that may have
heretofore been appointed or granted, and no
subsequent proxy or power of attorney shall
be given (and if given, shall not be
effective) by Shareholder with respect
thereto. All authority herein conferred
or agreed to be conferred
