ITEM 10.2. AMENDED AND RESTATED BYLAWS OF OMEGA FINANCIAL CORPORATION, AS AMENDED AMENDED AND RESTATED BYLAWS OF OMEGA FINANCIAL CORPORATIONThese Bylaws are supplemental to the Pennsylvania Business Corporation Law andother applicable provisions of law, as the same shall from time to time be ineffect. ARTICLE I. MEETINGS OF SHAREHOLDERSSection 101. Place of Meeting. All meetings of the shareholders shall be held atsuch place or places, within or without the Commonwealth of Pennsylvania, asshall be determined by the Board of Directors from time to time.Section 102. Annual Meeting. The annual meeting of the shareholders for theelection of Directors and the transaction of such other business as may properlycome before the meeting shall be held at such time as the Board of Directorsshall fix. Any business which is a proper subject for shareholder action may betransacted at the annual meeting, irrespective of whether the notice of saidmeeting contains any reference thereto, except as otherwise provided byapplicable law.Section 103. Special Meetings. Special meetings of the shareholders may becalled at any time by the Board of Directors, the Chairman of the Board, thePresident or by the shareholders entitled to cast at least one-third (1/3) ofthe vote which all shareholders are entitled to cast at the particular meeting.Section 104. Conduct of Shareholders’ Meetings. The Chairman of the Board shallpreside at all shareholders’ meetings. In the absence of the Chairman of theBoard, the Vice Chairman of the Board shall preside or, in his/her absence, thePresident or, in his/her absence, any Officer designated by the Board ofDirectors. The Officer presiding over the shareholders’ meeting may establishsuch rules and regulations for the conduct of the meeting as he/she may deem tobe reasonably necessary or desirable for the orderly and expeditious conduct ofthe meeting. Unless the Officer presiding over the shareholders’ meetingotherwise requires, shareholders need not vote by ballot on any question.ARTICLE II. DIRECTORS AND BOARD MEETINGSSection 201. Management by Board of Directors. The business and affairs of theCorporation shall be managed by its Board of Directors. The Board of Directorsmay exercise all such powers of the Corporation and do all such lawful acts andthings as are not by statute, regulation, the Articles of Incorporation or theseBylaws directed or required to be exercised or done by the shareholders.Section 202. Nomination of Directors and Submission of Proposals. Nominationsfor directors to be elected, or proposals to be considered, at a meeting ofshareholders may be made by the Board of Directors or by any shareholder of anyoutstanding class of capital stock of the Corporation. Nominations and proposalsby the Board of Directors shall be made pursuant tosuch procedures as they may determine. Nominations by shareholders for directorsto be elected, or proposals by shareholders to be considered, at a meeting ofshareholders and which have not been previously approved by the Board ofDirectors must be submitted to the Secretary of the Corporation in writing,either by personal delivery, nationally-recognized express mail or United Statesmail, postage prepaid, not later than (i) with respect to an election to beheld, or a proposal to be considered, at an annual meeting of shareholders, thelatest date upon which shareholder proposals must be submitted to theCorporation for inclusion in the Corporation’s proxy statement relating to suchmeeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, asamended, or any successor rule or regulation promulgated by the SEC or, if nosuch rules apply, at least ninety (90) days prior to the date one year from thedate of the immediately preceding annual meeting of shareholders, and (ii) withrespect to an election to be held, or a proposal to be considered, at a specialmeeting of shareholders, the earlier of (a) thirty (30) days prior to theprinting of the Corporation’s proxy materials or information statement withrespect to such meeting or (b) if no proxy materials or information statementare being distributed to shareholders, at least the close of business on thefifth day following the date on which notice of such meeting is first given toshareholders. Each such nomination or proposal shall set forth: (i) the name andaddress of the shareholder making the nomination of proposal and the person orpersons nominated, or the subject matter of the proposal submitted; (ii) arepresentation that the shareholder is a holder of record of capital stock ofthe Corporation entitled to vote at such meetings and intends to appear inperson or by proxy at the meeting to vote for the person or persons nominated,or the proposal submitted; (iii) a description of all arrangements andunderstandings between the shareholder and each nominee and any other person orpersons (naming such person or persons) pursuant to which the nomination wasmade, or the proposal was submitted, by the shareholder, (iv) such otherinformation regarding each nominee proposed by such shareholder as would berequired to be included in a proxy statement filed pursuant to the proxy rulesof the Securities and Exchange Commission had the nominee been nominated by theBoard of Directors; and (v) the consent of each nominee to serve as a directorof the Corporation if so elected. The officer presiding over the meeting, in hisor her sole and absolute discretion, may reject any nomination or proposal notmade in accordance with the foregoing.Section 202A. Required Vote to Adopt Shareholder Proposals Not PreviouslyApproved by Board of Directors. Any proposal by shareholders which has notpreviously received the approval of the Board of Directors shall require for itsadoption the affirmative vote of holders of more than fifty percent (50%) of thevotes which all shareholders are entitled to cast thereon, in addition to anyother approval which is required by law, the Amended and Restated Articles ofIncorporation, the Amended and Restated By-laws of the Corporation or otherwise.Section 203. Directors Must be Shareholders. Every Director must be ashareholder of the Corporation and shall own in his/her own right the number ofshares (if any) required by law in order to qualify as such Director. AnyDirector shall forthwith cease to be a Director when he/she no longer holds suchshares, which fact shall be reported to the Board of Directors by the Secretary,whereupon the Board of Directors shall declare the seat of such Directorvacated.Section 204. Eligibility and Mandatory Retirement. Effective as of April 25,1995, no person shall be eligible to be newly elected or appointed as a Directorif he/she will attain the age of seventy (70) years on or prior to December 31of the calendar year in which he/she attains the age of seventy (70) years. AnyDirector of the Corporation who attains the age of seventy (70) years shallcease to be a Director (without any action on his/her part) on December 31 ofthe calendar year in which he/she attains the age of 70 years.Section 205. Number of Directors. The Board of Directors shall consist of notless than five (5) nor more than twenty-five (25) directors. The number ofdirectors to be elected subject to the foregoing limits shall be determined fromtime to time by the Board of Directors.Section 206. Classification of Directors. The Directors shall be divided intothree (3) classes, as nearly equal in number as possible, known as Class 1,consisting of not more than eight (8) Directors; Class 2, consisting of not morethan eight (8) Directors; and Class 3, consisting of not more than nine (9)Directors. The initial Directors of Class 1 shall serve until the third (3rd)annual meeting of shareholders. At the third (3rd) annual meeting of theshareholders, the Directors of Class 1 shall be elected for a term of three (3)years and, after expiration of such term, shall thereafter be elected everythree (3) years for three (3) year terms. The initial Directors of Class 2 shallserve until the second (2nd) annual meeting of the shareholders. At the second(2nd ) annual meeting of the shareholders, the Directors of Class 2 shall beelected for a term of three (3) years and, after the expiration of such term,shall thereafter be elected every three (3) years for three (3) year terms. Theinitial Directors of Class 3 shall serve until the first (1st) annual meeting ofthe shareholders. At the first (1st) annual meeting of the shareholders, theDirectors of Class 3 shall be elected every three (3) years for three (3) yearterms. Each Director shall serve until his/her successor shall have been electedand shall qualify, even though his/her term of office as herein provided hasotherwise expired, except in the event of his/her earlier resignation, removalor disqualification.Section 207. Vacancies. Vacancies in the Board of Directors, including vacanciesresulting from an increase in the number of Directors, may be filled by theremaining members of the Board even though less than a quorum. Any Directorelected to fill a vacancy in the Board of Directors shall become a member of thesame Class of Directors in which the vacancy existed; but if the vacancy is dueto an increase in the number of Directors, a majority of the members of theBoard of Directors shall designate such directorship as belonging to Class 1,Class 2 or Class 3 so as to maintain the three (3) classes of Directors asnearly equal in number as possible. Each Director so elected shall hold officefor the unexpired term of the class to which he or she has been elected, andthereafter until his or her successor shall have been duly elected andqualified, except in the event of his or her earlier resignation, removal ordisqualification.Section 208. Resignations. Any Director may resign at any time. Such resignationshall be in writing, but the acceptance thereof shall not be necessary to makeit effective.Section 209. Compensation of Directors. No Director shall be entitled to anysalary as such; but the Board of Directors may fix, from time to time, areasonable annual fee for acting as a Director and a reasonable fee to be paidto each Director for his/her services in attending meetings of the Board andmeetings of committees appointed by the Board. The Corporation may reimburseDirectors for expenses related to their duties as a member of the Board.Section 210. Regular Meetings. Regular meetings of the Board of Directors shallbe held on such day, at such hour, and at such place, consistent with applicablelaw, as the Board shall from time to time designate or as may be designated inany notice from the Secretary calling the meeting. The Board of Directors shallmeet for reorganization at the first regular meeting following the annualmeeting of shareholders at which the Directors are elected. Notice need not begiven of regular meetings of the Board of Directors which are held at the timeand place designated by the Board of Directors. If a regular meeting is not tobe held at the time and place designated by the Board of Directors, notice ofsuch meeting, which need not specify the business to be transacted thereat andwhich may be either verbal or in writing, shall be given bythe Secretary to each member of the Board at least twenty-four (24) hours beforethe time of the meeting.Directors shall attend a minimum of sixty-five (65%) percent of the regularmeetings held in any calendar year unless such absences shall be excused by theBoard of Directors in a manner prescribed by them from time to time. Failure toattend a minimum of sixty-five (65%) percent of the regular meetings of theDirectors in any calendar year, without sufficient excuse, shall subject theDirector to removal from the Board of Directors in such manner as the Board ofDirectors shall prescribe from time to time.Section 211. Special Meetings. Special meetings of the Board of Directors may becalled by the Chairman of the Board, the President or whenever three (3) or moremembers of the Board so request in writing. A special meeting of the Board ofDirectors shall be deemed to be any meeting other than the regular meeting ofthe Board of Directors. Notice of the time and place of every special meeting,which need not specify the business to be transacted thereat and which may beeither verbal or in writing, shall be given by the Secretary to each member ofthe Board at least twenty-four (24) hours before the time of such meeting.Section 212. Reports and Records. The reports of Officers and Committees and therecords of the proceedings of all Committees shall be filed with the Secretaryof the Corporation and presented to the Board of Directors, if practicable, atits next regular meeting. The Board of Directors shall keep complete records ofits proceedings in a minute book kept for that purpose. When a Director shallrequest it, the vote of each Director upon a particular question shall berecorded in the minutes. ARTICLE III. COMMITTEES.Section 301. Committees. The following two (2) Committees of the Board ofDirectors shall be established by the Board of Directors in addition to anyother Committee the Board of Directors may in its discretion establish:Executive Committee and Audit Committee.Section 302. Executive Committee. The Executive Committee shall consist of anyfive (5) or more Directors. A majority of the members of the Executive Committeeshall constitute a quorum, and actions of a majority of those present at ameeting at which a quorum is present shall be the actions of the Committee.Meetings of the Committee may be called at any time by the Chairman or Secretaryof the Committee, and shall be called whenever two (2) or more members of theCommittee so request in writing. The Executive Committee shall have and exercisethe authority of the Board of Directors in the management of the business of theCorporation between the dates of regular meetings of the Board.Section 303. Audit Committee. The Audit Committee shall consist of at least five(5) Directors, none of whom shall be Officers of the Corporation. Meetings ofthe Committee may be called at any time by the Chairman or Secretary of theCommittee, and shall be called whenever two (2) or more members of the Committeeso request in writing. A majority of the members at which a quorum is presentshall be the actions of the Committee. The Committee shall supervise the auditof the books of the Corporation and recommend for approval by the Board theservices of a reputable certified public accounting firm to examine the affairsof the Corporation.Section 304. Appointment of Committee Members. The Board of Directors shallappoint the members of the Executive and Audit Committees and the Chairman andVice Chairman of each such Committee to serve until the next annual meeting ofshareholders.Section 305. Organization and Proceedings. Each Committee of the Board ofDirectors shall effect its own organization by the appointment of a Secretaryand such other Officers, except the Chairman and Vice Chairman as it may deemnecessary. A record of proceedings of all Committees shall be kept by theSecretary of such Committee and filed and presented as provided in Section 214of these Bylaws. ARTICLE IV. OFFICERS.Section 401. Officers. The Officers of the Corporation shall be a Chairman,President, one (1) or more Vice Presidents, a Secretary, Chief FinancialOfficer, and such other Officers and Assistant Officers as the Board ofDirectors may from time to time deem advisable. Except for the Chairman,President and Secretary, the Board may refrain from filling any of the saidoffices at any time and from time to time. The same individual may hold any two(2) or more offices except both the offices of President and Chief FinancialOfficer. The following Officers shall be elected by the Board of Directors atthe time, in the manner and for such terms as the Board of Directors from timeto time shall determine: Chairman, President, Executive Vice President, SeniorVice Presidents, Administrative Vice Presidents, Secretary and Chief FinancialOfficer. The Chairman may, subject to change by the Board of Directors, appointsuch Officers and Assistant Officers as he/she may deem advisable provided suchOfficers or Assistant Officers have a title not higher than Vice President, whoshall hold office for such periods as the Chairman shall determine. Any Officermay be removed at any time, with or without cause, and regardless of the termfor which such Officer was elected, but without prejudice to any contract rightof such Officer.Section 402. Chairman of the Board. The Board of Directors shall elect aChairman of the Board at its first regular meeting of the Board following eachannual meeting of shareholders at which Directors are present. The Chairman ofthe Board shall be a member of the Board of Directors and shall preside at themeetings of the Board and perform such other duties as may be prescribed by theBoard of Directors. The Chairman and Chief Executive Officer shall have generalsupervision of all the departments and business of the Corporation and shallprescribe the duties of the other officers and employees, and see to the properperformance thereof. The Chairman and Chief Executive Officer shall beresponsible for having all orders and resolutions of the Board of Directorscarried into effect. The Chairman and Chief Executive Officer shall execute onbehalf of the Corporation and affix or cause to be affixed a seal to allauthorized documents and execution thereof shall be delegated to some otherOfficer or Agent of the Corporation by the Board of Directors. The Chairman, inthe event of the absence or disability of the President or his/her refusal toact, shall perform the duties and have the powers and authority of thePresident, unless otherwise directed by the Board of Directors, except to theeffect inconsistent with applicable law.Section 403. Vice Chairman of the Board. The Board of Directors may elect one(1) or more Vice Chairmen of the Board as the Board of Directors may from timeto time deem advisable. The Vice Chairmen of the Board shall have such duties asare predescribed by the Board of Directors or the Chairman of the Board.Section 404. President. The Board of Directors shall elect a President at thefirst regular meeting of the Board following each annual meeting of theshareholders at which Directors are present. The President shall perform suchduties, do such acts and be subject to such supervision as may be prescribed bythe Board of Directors or the Chairman. In the event of absence or disability ofthe Chairman or the Vice Chairman (if named) or their refusal to act, thePresident shall preside at all meetings of the Board. In general, the Presidentshall perform all the duties prescribed by the Board of Directors or theChairman.Section 405. Vice President. The Board of Directors shall elect Vice Presidentsat the first regular meeting of the Board following each annual meeting of theshareholders at which Directors are present. The Vice Presidents shall performsuch duties, do such acts and be subject to such supervision as may beprescribed by the Board of Directors or the President. In the event of theabsence or disability of the President or his/her refusal to act, the VicePresidents in order of their rank, and within the same rank in the order oftheir authority, shall perform the duties and have the powers and authorities ofthe President, except to the extent inconsistent with applicable law.Section 406. Secretary. The Board of Directors shall elect a Secretary at thefirst regular meeting of the Board following each annual meeting of theshareholders at which Directors are present. The Secretary shall act under thesupervision of the Chairman and C.E.O. or such other Officers as the Presidentmay designate. Unless a designation to the contrary is made at a meeting, theSecretary shall attend all meetings of the Board of Directors and all meetingsof the shareholders and record all of the proceedings of such meetings in bookto be kept for that purpose, and shall perform like duties for the StandingCommittees when required by these Bylaws or otherwise. The Secretary shall give,or cause to be given, notice of all meetings of the shareholders and of theBoard of Directors. The Secretary shall keep a seal of the Corporation, and,when authorized by the Board of Directors or the Chairman or President, cause itto be affixed to any documents and instruments requiring it. The Secretary shallperform such other duties as may be prescribed by the Board of Directors,Chairman or such other supervising Officer as the Chairman may designate.Section 407. Chief Financial Officer. The Board of Directors shall elect a ChiefFinancial Officer at the first regular meeting of the Board following eachannual meeting of the shareholders at which Directors are present. The ChiefFinancial Officer shall act under the supervision of the Chairman and ChiefExecutive Officer or such other Officer as the Chairman and Chief ExecutiveOfficer may designate. The Chief Financial Officer shall have custody of theCorporation’s funds and such other duties as may be prescribed by the Board ofDirectors, Chairman or such other supervising Officer as the Chairman maydesignate.Section 408. Assistant Officers. Unless otherwise provided by the Board ofDirectors, each Assistant Officer shall perform such duties as shall beprescribed by the Board of Directors, the Chairman, President or the Officers towhom he/she is an Assistant. In the event of the absence or disability of anOfficer or his/her refusal to act, his/her Assistant Officer shall, in the orderof their seniority, have the powers and authorities of such Officer.Section 409. Compensation. Unless otherwise provided by the Board of Directors,the salaries and compensation of all Officers and Assistant Officers, except theChairman and President shall be fixed by or in the manner designated by theChairman.Section 410. General Powers. The Officers are authorized to do and perform suchcorporate acts as are necessary in the carrying on of the business of theCorporation, subject always to the direction of the Board of Directors.ARTICLE V. INDEMNIFICATIONSection 501. Personal Liabilities of Directors. (a) A director of this corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless (1) the director has breached or failed to perform the duties of his office under Section 8363 of the Pennsylvania Directors’ Liability Act (which, as amended from time to time, is hereafter called the “Directors’ Liability Act”); and (2) the breach of failure to perform constitutes self-dealing, willful misconduct or recklessness. (b) This Section 501 shall not limit a director’s liability for monetary damages to the extent prohibited by Section 8364(b) of the Director’s Liability Act.Section 502. Mandatory Indemnification of Directors and Officers. TheCorporation shall, to the fullest extent permitted by applicable law, indemnifyits directors and officers who were or are a party or are threatened to be madea party to any threatened, pending or completed action, suit or proceeding,whether civil, criminal, administrative or investigative (whether or not suchaction, suit or proceeding arises or arose by or in the right of the Corporationor other entity) by reason of the fact that such director or officer is or was adirector or officer of the Corporation or is or was serving at the request ofthe Corporation as a director, officer, employee, general partner, agent orfiduciary of another corporation, partnership, partner, agent or fiduciary ofanother corporation, partnership, joint venture, trust or other enterprise(including service with respect to employee benefit plans), against expenses(including, but not limited to, attorneys’ fees and costs), judgments, fines(including excise taxes assessed on a person with respect to any employeebenefit plan) and amounts paid in settlement actually and reasonably incurred bysuch director or officer in connection with such action, suit or proceeding.Persons who were directors or officers of the Corporation prior to the date thisSection is approved by shareholders of the corporation, but who do not hold suchoffice on or after such date, shall not be covered under this Section 502.Section 503. Optional Indemnification. The Corporation may to the fullest extentpermitted by applicable law, indemnify and advance or reimburse expenses for allpersons in all situations other than that covered by this Article.Section 504. Prior Bylaws. Any Bylaw provisions which are amended, replaced orrepealed by this Article shall continue to apply to any breach of performance ofduty or any failure or performance of duty by any director or officer to whichthis Article does not apply by reason of Section 8367 of the Directors’Liability Act.ARTICLE VI. SHARES OF CAPITAL STOCKSection 601. Authority to Sign Share Certificates. Every share certificate ofthe Corporation shall be signed by the Chairman or President and by theSecretary or one of the AssistantSecretaries. Certificates may be signed by a facsimile signature of thePresident and the Secretary or one of the Assistant Secretaries of theCorporation.Section 602. Lost or Destroyed Certificates. Any person claiming a sharecertificate to be lost, destroyed or wrongfully taken shall receive areplacement certificate if such person shall have: (a) requested suchreplacement certificate before the Corporation has notice that the shares havebeen acquired by a bona fide purchaser; (b) provided the Corporation with anindemnity agreement satisfactory in form and substance to the Board ofDirectors, or the President or the Secretary; and (c) satisfied any otherreasonable requirements (including providing an affidavit and a surety bond)fixed by the Board of Directors, or the President or the Secretary. ARTICLE VII. GENERAL.Section 701. Fiscal Year. The fiscal year of the Corporation shall begin on thefirst (1st) day of January in each year and end on the thirty-first (31st) dayof December in each year.Section 702. Record Date. The Board of Directors may fix any time whatsoever(whether or not the same is more than fifty (50) days prior to the date of anymeeting of shareholders, or the date for the payment of any dividend ordistribution, or the date for the allotment of rights, or the date when anychange or conversion or exchange of shares will be made or will go into effect),as a record date for the determination of the shareholders entitled to noticeof, or to vote at, any such meetings, or entitled to receive payment of any suchdividend or distribution, or to receive any such allotment of rights, or toexercise the rights in respect to any such change, conversion or exchange ofshares.Section 703. Absentee Participation in Meetings. One (1) or more Directors mayparticipate in a meeting of the Board of Directors, or of a Committee of theBoard, by means of a conference telephone or similar communications equipment,by means of which all persons participating in the meeting can hear each other.Section 704. Emergency Bylaws. In the event of any emergency resulting from anuclear attack or similar disaster, and during the continuance of suchemergency, the following Bylaws provisions shall be in effect, notwithstandingany other provisions by these Bylaws: (a) A meeting of the Board of Directors or of any Committee thereof may be called by any Officer or Director upon one (1) hour’s notice to all persons entitled to notice whom, in the sole judgment of the notifier, it is feasible to notify; (b) The Director or Directors in attendance at the meeting of the Board of Directors or of any Committee thereof shall constitute a quorum; and (c) These Bylaws may be amended or repealed, in whole or in part, by a majority vote of the Directors attending any meeting of the Board of Directors, provided such amendment or repeal shall only be effective for the duration of such emergency.Section 705. Severability. If any provision of these Bylaws is illegal orunforceable as such, such illegality or unenforceability shall not affect anyother provision of these Bylaws and such other provisions shall continue in fullforce and effect.Section 706. Subchapter E (Control Transactions)Subchapter E (Control Transactions) 15 P.S. 2541-2548 shall not be applicable tothe Corporation or to its securities, whether previously issued or hereafterissued and whether the same have voting rights at the time of issuance oracquire voting rights at any time thereafter.ARTICLE VIII. AMENDMENT OR REPEALSection 801. Amendment or Repeal by the Board of Directors. These Bylaws may beamended or repealed, in whole or in part, by a majority vote of members of theBoard of Directors at any regular or special meeting of the Board duly convened.Except as otherwise provided by applicable law, notice need not be given of thepurpose of the meeting of the Board of Directors at which the amendment orrepeal is to be considered.Section 802. Recording Amendments and Repeals. The text of all amendments andrepeals to these Bylaws shall be attached to the Bylaws with a notation of thedate and vote of each such amendment or repeal.ARTICLE IX. APPROVAL OF AMENDED BYLAWS AND RECORD OF AMENDMENTS AND REPEAL.Section 901. Approval and Effective Date. These Amended and Restated Bylaws havebeen approved as the Bylaws of the Corporation this 28th day of June, 1994, andshall be effective as of said date. David N. Thiel, SecretarySection 902. Amendments or Repeals.
ARTICLE X. PENNSYLVANIA ACT NO. 1990-36Subchapters G, H, I, and J of Pennsylvania Act No. 1990-36 shall not beapplicable to this Corporation.