THE MERGER

Background of the Merger

      In July 2002, Omega and Sun executed a confidentiality agreement and, thereafter, representatives of Omega and Sun engaged in several informal discussions regarding general business operations due to the companies’ shared community banking philosophies and similar markets served. However, during those discussions, neither Omega nor Sun demonstrated sufficient interest to pursue a business combination or affiliation.

      During late 2003 and early 2004, Sun’s management and the board of directors of Sun met several times to discuss alternatives to refinance, pay off or partially pay off Sun’s existing Federal Home Loan Bank debt and to analyze the anticipated effects that these actions may have on Sun’s strategic, business and financial prospects. In early 2004, these discussions led Sun’s management team and board of directors to consider what other strategic alternatives existed and what effect these strategic alternatives may have on Sun’s strategic, business and financial prospects, and on Sun’s various constituencies, including its shareholders and customers. During February 2004, Sun’s management concluded, after preparation and review of its own internal analysis, that it would be appropriate for Sun’s board of directors to more seriously consider a potential business combination.

      In early 2004, Robert J. McCormack, President and Chief Executive Officer of Sun, and representatives of Keefe Bruyette & Woods, Inc., referred to as “KBW,” met several times to discuss a range of issues, including a possible business combination involving Sun. At a meeting on February 27, 2004, Sun’s board of directors considered alternatives for a potential business combination and reviewed a preliminary analysis prepared by KBW. On March 1, 2004, Sun engaged KBW to contact various companies that may have interest in a business combination with Sun.

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      In early March 2004, Omega’s and Sun’s executive management met to discuss a possible business combination. At that meeting, Sun relayed that, primarily as a result of its balance sheet structure and the negative impact on its earnings caused by its Federal Home Loan Bank debt, Sun was reviewing possible financial restructuring alternatives. However, in order to repay its Federal Home Loan Bank debt, Sun would incur a pre-payment penalty estimated by Sun to be approximately $29 million. Alternatively, Sun’s management expressed to Omega that Sun was also considering the possibility of merging its operations with another suitable bank holding company. On March 10, 2004, Sun engaged Shumaker Williams, P.C. as its special counsel in connection with a potential business combination.

      During the week of March 1, 2004, Omega engaged Sandler O’Neill & Partners, L.P. to act as the financial advisor to Omega’s board of directors in connection with a possible business combination with Sun, as memorialized by letter dated March 22, 2004. Omega also engaged Blank Rome, LLP as its special legal counsel and Ernst & Young, LLP to provide financial, accounting and tax advisory services in connection with a potential transaction with Sun. On or about March 5, 2004, KBW provided Omega with certain materials relating to Sun and its businesses.

      On March 11, 2004, Omega’s board of directors and executive management met with representatives of Sandler O’Neill to discuss a potential merger with Sun. At the meeting, Sandler O’Neill presented a financial analysis, with input from Omega’s executive management, relating to a potential merger transaction with Sun. Among other things, Omega’s board of directors discussed the fact that Sun’s sole banking subsidiary, Sun Bank, provides traditional banking services in central Pennsylvania, including markets not currently served by Omega Bank, which would complement and broaden Omega Bank’s existing customer base in central Pennsylvania and potential cost savings that such a combination may achieve. Omega’s board of directors also discussed that the larger size of the combined company would place it in a stronger position to satisfy the financial needs of its expanded customer base. In addition, Omega’s board considered that a merger with Sun was consistent with Omega’s 2004 Strategic Plan, which included an initiative to acquire other banks or financial service providers to effectively utilize Omega’s existing capital base for potential earnings enhancement. Omega’s board of directors authorized Omega’s executive management, with the assistance of Omega’s financial advisors and legal counsel, to conduct negotiations with Sun regarding a merger. Omega’s board also approved certain financial terms regarding a proposed merger and authorized the issuance of a non-binding indication of interest to Sun for a proposed merger. On March 16, 2004, Omega sent to Sun a non-binding indication of interest, which contained a range of merger prices and certain other proposed terms for merging Sun with and into Omega.

      On March 18, 2004, KBW made a presentation to Sun’s board of directors regarding various strategic alternatives, including a potential business combination. KBW representatives presented three confidential, non-binding indications of interest that resulted from the contacts with the 16 companies, including the one received from Omega. KBW also presented information regarding each of the companies that submitted non-binding indications of interest. Also discussed at the meeting, among other things, was the overview of the transaction process, a trading analysis of Sun, a comparable transaction analysis, discounted cash flow analyses and earnings analyses. Upon discussing the matters presented at this meeting, Sun’s board of directors authorized continued discussions with Omega and the other two companies that submitted a non-binding indication of interest to determine if any of them would submit a revised proposal to the board of directors with terms more advantageous to Sun and its constituencies.

      By letter dated March 19, 2004, KBW requested that Omega submit a best and final indication of interest, to include specific financial terms, by no later than 5:00 p.m., eastern time, on March 23, 2004. On March 22, 2004, Omega’s board of directors held a meeting at which further financial analysis relating to the proposed merger with Sun was presented by Sandler O’Neill. Omega’s board of directors discussed various financial scenarios of a proposed merger with Sun. On March 23, 2004, Omega provided to KBW,

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      On March 25, 2004, Sun’s board of directors met to review the status of discussions with the three companies that had submitted non-binding indications of interest. KBW representatives discussed their conversations with each of these three companies, two of which, including Omega, had submitted revised non-binding indications of interest. Sun’s board of directors discussed these revised indications of interest, including their proposed financial terms and non-financial matters. Sun’s board of directors also discussed the advantages and disadvantages of each revised indication of interest and of engaging in a proposed transaction with each company that submitted a revised indication of interest. At the conclusion of their discussions, Sun’s board of directors authorized Sun’s management to continue discussions with Omega and to permit Omega to conduct due diligence on Sun.

      Omega’s representatives, including its financial advisors and legal counsel, conducted due diligence activity relating to Sun and its subsidiaries from March 30, 2004 through April 6, 2004. On April 5, 2004, Sun received the initial draft of an Agreement and Plan of Merger from Omega through its special counsel. On April 6, 2004, representatives of Sun conducted due diligence on Omega.

      On April 8, 2004, Sun’s board of directors met to discuss the status of the negotiations with Omega. At the meeting, the results of the due diligence process and review were discussed and considered by Sun’s board of directors. Sun’s special counsel, Shumaker Williams, P.C., made a presentation regarding terms contained in the initial draft of the merger agreement. KBW also presented the financial terms of the transaction. Sun’s board of directors discussed the proposed terms of the merger, including financial and non-financial terms, and authorized Sun to continue the merger negotiations.

      On April 12, 2004, Omega’s board of directors met to review the due diligence findings presented by Omega’s senior management, financial advisors, external auditors and legal counsel. Omega’s legal counsel reviewed certain terms and conditions contained in a draft of the merger agreement and obtained the board of directors’ recommendations on certain issues relating to the merger agreement. Representatives from Sandler O’Neill participated in the discussions regarding the financial terms of the merger at this meeting. Omega’s board of directors authorized Omega to continue with the negotiations with Sun toward completion of a definitive merger agreement.

      Between April 13 and April 19, 2004, Omega and Sun continued their merger negotiations through their financial advisors and legal counsel. In addition, during this time period, members of Omega’s and Sun’s senior management met to negotiate certain terms relating to the merger. Various drafts of the merger agreement and related documents were exchanged during this period.

      On April 19, 2004, Sun’s board of directors held a special meeting at which representatives of KBW and Sun’s special counsel were present. Sun’s board of directors discussed the results of Sun’s continuing due diligence on Omega. KBW and Sun’s special counsel briefed Sun’s board of directors on final negotiations concerning the merger agreement and related matters. Sun’s board of directors discussed, among other matters, the proposed terms of the merger, including financial terms. Specifically, Sun’s board discussed the structure of the transaction, merger consideration terms, tax aspects of the merger, the provisions regarding appointees to the boards of directors of Omega and Omega Bank, the representations, warranties and covenants of the parties and certain non-financial issues. Sun’s board of directors reviewed the most recent drafts of the merger agreement and ancillary documents in detail. During this meeting, KBW delivered its written opinion to Sun’s board of directors that the merger consideration was fair to Sun’s shareholders, from a financial point of view. See “— Opinions of Financial Advisors — Opinion of Keefe Bruyette & Woods, Inc.” Following these discussions, Sun’s board of directors unanimously approved the merger agreement and the transactions contemplated by the merger agreement. Sun’s board of directors authorized Sun’s officers to execute the merger agreement upon receiving confirmation that Omega’s board of directors had approved the merger agreement and the transactions contemplated by the merger agreement.

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      On April 19, 2004, Omega’s board of directors held a meeting at which Omega’s legal counsel presented an update and summary on the status of the merger agreement and related documents. Representatives from Sandler O’Neill presented their financial analysis. During this meeting, Sandler O’Neill orally delivered its opinion that, as of that date, the merger consideration was fair to Omega, from a financial point of view. See “Opinions of Financial Advisors — Opinion of Sandler O’Neill & Partners, L.P.” Thereafter, Omega’s board of directors unanimously approved the proposed merger agreement and related transactions, and agreed to execute the merger agreement upon satisfactory receipt of certain disclosure schedules to the merger agreement, which Omega received on April 20, 2004.

      After the close of trading on the NASDAQ National Market on April 20, 2004, Omega and Sun signed the merger agreement and issued a joint press release publicly announcing the merger.

Recommendation of Omega’s Board of Directors and Reasons for the Merger

      Omega’s board of directors unanimously determined that the terms of the merger agreement and the merger are in the best interests of Omega and its shareholders. In arriving at its determination, the Omega board of directors consulted with Omega’s management, as well as its legal counsel, accountants and financial advisors and gave significant consideration to a number of factors bearing on its decision. The Omega board of directors considered the following material factors:

      Omega does not intend this discussion of the information and factors considered by the Omega board of directors to be exhaustive, although this discussion does include all material factors considered by the Omega board of directors. In reaching its determination to approve and recommend the merger agreement to the Omega shareholders for their approval, the Omega board of directors did not assign any relative or specific weights to the factors considered, and individual directors of Omega might have weighed factors differently.

      The board of directors of Omega unanimously recommends that Omega shareholders vote in favor of the merger agreement.

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Recommendation of Sun’s Board of Directors and Reasons for the Merger

      The Sun board of directors has unanimously approved the merger agreement and unanimously recommends that Sun shareholders vote “FOR” approval and adoption of the merger agreement.

      The Sun board of directors has determined that the merger is fair to, and in the best interests of, Sun and its shareholders. In approving the merger agreement, the Sun board of directors consulted with Keefe Bruyette & Woods, Inc., with respect to the financial aspects and fairness of the exchange ratio and the merger consideration to be received by Sun shareholders, from a financial point of view, and with its legal counsel, as to its legal duties and the terms of the merger agreement. In arriving at its determination, the Sun board of directors also considered the following material factors:

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      The discussion of factors considered by Sun’s board of directors is not exhaustive, but includes all material factors considered by the board of directors. In approving the merger agreement, Sun’s board of directors did not quantify or assign any specific or relative weights to the various factors considered.

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Opinions of Financial Advisors

      Omega retained Sandler O’Neill & Partners, L.P. to act as its financial advisor in connection with a possible business combination with Sun. Sandler O’Neill is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Sandler O’Neill is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

      Sandler O’Neill acted as financial advisor to Omega in connection with the proposed merger and participated in certain of the negotiations leading to the merger agreement. At the April 19, 2004 meeting at which Omega’s board of directors considered and approved the merger agreement, Sandler O’Neill delivered to the board of directors its oral opinion, subsequently confirmed in writing, that, as of such date, the merger consideration was fair to Omega from a financial point of view. Sandler O’Neill has confirmed its April 19th opinion by delivering to the board of directors a written opinion dated the date of this joint proxy statement/ prospectus. In rendering its updated opinion, Sandler O’Neill confirmed the appropriateness of its reliance on the analyses used to render its earlier opinion by reviewing the assumptions upon which their analyses were based, performing procedures to update certain of their analyses and reviewing the other factors considered in rendering its opinion. The full text of Sandler O’Neill’s updated opinion is attached as Annex B to this joint proxy statement/ prospectus. The opinion outlines the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Sandler O’Neill in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the opinion. We urge Omega shareholders to read the entire opinion carefully in connection with their consideration of the proposed merger.

      Sandler O’Neill’s opinion speaks only as of the date of the opinion. The opinion was directed to the Omega board of directors and is directed only to the fairness of the merger consideration to Omega from a financial point of view. It does not address the underlying business decision of Omega to engage in the merger or any other aspect of the merger and is not a recommendation to any Omega shareholder as to how the shareholder should vote at the special meeting with respect to the merger or any other matter.

      In connection with rendering its April 19, 2004 opinion, Sandler O’Neill reviewed and considered, among other things:

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      Sandler O’Neill also discussed with certain members of Omega’s senior management the business, financial condition, results of operations and prospects of Omega and held similar discussions with certain members of Sun’s senior management and its advisors regarding the business, financial condition, results of operations and prospects of Sun and their views of the impact of Sun’s acquisition of Sentry Trust Company on the business, financial condition, results of operations and prospects of Sun.

      In performing its reviews and analyses and in rendering its opinion, Sandler O’Neill assumed and relied upon the accuracy and completeness of all the financial information, analyses and other information that was publicly available or otherwise furnished to, reviewed by or discussed with it and further relied on the assurances of management of Omega and Sun that they were not aware of any facts or circumstances that would make the information inaccurate or misleading. Sandler O’Neill was not asked to and did not independently verify the accuracy or completeness of any of such information and it did not assume any responsibility or liability for the accuracy or completeness of any of such information. Sandler O’Neill did not make an independent evaluation or appraisal of the assets, the collateral securing assets or the liabilities, contingent or otherwise, of Omega or of Sun or any of their respective subsidiaries, or the collectibility of any such assets, nor was it furnished with any such evaluations or appraisals. Sandler O’Neill is not an expert in the evaluation of allowances for loan losses and it did not make an independent evaluation of the adequacy of the allowance for loan losses of Omega or Sun, nor did it review any individual credit files relating to Omega or to Sun. With Omega’s consent, Sandler O’Neill assumed that the respective allowances for loan losses for both Omega and Sun were adequate to cover their losses and will be adequate, on a pro forma basis, for the combined entity.

      Sandler O’Neill’s opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, the date of its opinion. Sandler O’Neill assumed, in all respects material to its analysis:

      Sandler O’Neill also assumed, with Omega’s consent:

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Finally, with Omega’s consent, Sandler O’Neill relied upon the advice Omega received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the merger and the other transactions contemplated by the merger agreement.

      In rendering its April 19, 2004 opinion, Sandler O’Neill performed a variety of financial analyses. The following is a summary of the material analyses performed by Sandler O’Neill, but is not a complete description of all the analyses underlying Sandler O’Neill’s opinion. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Sandler O’Neill believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Sandler O’Neill’s comparative analyses described below is identical to Omega or Sun and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or merger transaction values, as the case may be, of Omega or Sun and the companies to which they are being compared.

      The earnings projections used and relied upon by Sandler O’Neill in its analyses were based upon internal financial projections furnished by management of Omega and Sun, respectively. These financial projections and estimates and all projections of transaction costs, purchase accounting adjustments and expected cost savings relating to the merger were reviewed with Omega’s and Sun’s senior management, and Omega’s management confirmed to Sandler O’Neill that they reflected the best currently available estimates and judgments of Omega’s management of the future financial performance of the combined company following the merger. Sandler O’Neill assumed that the performances would be achieved. Sandler O’Neill expressed no opinion as to the financial projections or the assumptions on which they were based. The financial projections for Omega were prepared for internal purposes only and not with a view towards public disclosure. These projections, as well as the other estimates used by Sandler O’Neill in its analyses, were based on numerous variables and assumptions which are inherently uncertain and, accordingly, actual results could vary materially from those set forth in the projections.

      In performing its analyses, Sandler O’Neill also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of Omega, Sun and Sandler O’Neill. The analyses performed by Sandler O’Neill are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by the analyses. Sandler O’Neill prepared its analyses solely for purposes of rendering its opinion and provided the analyses to the Omega board of directors at its meeting on April 19, 2004. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Sandler O’Neill’s analyses do not necessarily reflect the value of Omega’s or Sun’s common stock or the prices at which Omega’s or Sun’s common stock may be sold at any time.

      Summary of Proposal. Sandler O’Neill reviewed the financial terms of the proposed transaction. Based upon the closing price of Omega’s common stock on April 16, 2004 of $35.65, and assuming that 80% of Sun’s shares are converted into Omega common stock at an exchange ratio of 0.664 and the remaining 20% are converted into $23.25 per share in cash in the merger, Sandler O’Neill calculated an implied transaction value of $23.59 per share. Based upon financial information for Sun for the twelve

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      For purposes of Sandler O’Neill’s analyses, earnings per share were based on fully diluted earnings per share. The aggregate transaction value was approximately $184 million, based upon 7.78 million shares of Omega common stock outstanding and including the intrinsic value of options to purchase an aggregate of 503,384 shares with a weighted average strike price of $24.03. Sandler O’Neill noted that the aggregate transaction value represented a 25.3% premium over Sun’s market capitalization at April 16, 2004.

      Stock Trading History. Sandler O’Neill reviewed the history of the reported trading prices and volume of Omega’s and Sun’s common stock for the one-year period ended April 16, 2004 and compared the relationship between the movements in the prices of Omega’s and Sun’s common stock to movements in the prices of the Nasdaq Bank Index, the Standard & Poor’s Bank Index, the Standard & Poor’s 500 Index and the weighted average performance (based on market capitalization) of a composite peer group of publicly traded commercial banking institutions selected by Sandler O’Neill. The peer group was comprised of the commercial banks identified under “Comparable Company Analysis” below.

      During the one year period ended April 16, 2004, the common stock of each of Sun and Omega underperformed each of the indices to which it was compared.

Omega’s and Sun’s Comparative Stock Performance

      Comparable Company Analysis. Sandler O’Neill used publicly available information to compare selected financial and market trading information for Omega and Sun and a group of financial institutions selected by Sandler O’Neill. The peer group consisted of Omega, Sun and the following publicly traded banking institutions headquartered in Pennsylvania with total assets from $600 million to $3.5 billion:

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      The analysis compared publicly available financial information for Omega and Sun as of and for the twelve months ended December 31, 2003 with that of the peer group as of and for the twelve month period ended December 31, 2003 (or, in certain cases, where available, March 31, 2004). The table below sets forth the data for Sun and Omega and the median data for the peer group, with pricing data as of April 16, 2004.

Comparable Group Analysis

      Analysis of Selected Merger Transactions. Sandler O’Neill reviewed 18 merger transactions announced nationwide from June 30, 2003 through April 16, 2004 involving commercial banking institutions as acquired institutions with transaction values greater than $100 million. Sandler O’Neill also reviewed 13 merger transactions announced in Pennsylvania from January 1, 2002 through April 16, 2004 involving commercial banking institutions as acquired institutions with transaction values greater than $25 million. Sandler O’Neill reviewed the multiples of transaction price at announcement to previous twelve months’ earnings per share, transaction price at announcement to estimated current year earnings per share, transaction price to book value per share, transaction price to tangible book value per share and tangible book premium to core deposits and computed mean and median multiples and premiums for the transactions. The median multiples were applied to Sun’s financial information as of and for the twelve months ended December 31, 2003. As illustrated in the following table, Sandler O’Neill derived an imputed range of values per share of Sun’s common stock of $18.65 to $30.49 based upon the median multiples for the transactions.

Comparable Transaction Multiples

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      Discounted Dividend Stream and Terminal Value Analysis. Sandler O’Neill performed an analysis that estimated the future stream of after-tax dividend flows of Sun through December 31, 2007 under various circumstances, assuming Sun’s projected dividend stream and that Sun performed in accordance with the earnings projections reviewed with management. For periods after 2004, Sandler O’Neill assumed an annual growth rate of earnings per share of approximately 4.5%. To approximate the terminal value of Sun common stock at December 31, 2007, Sandler O’Neill applied price/earnings multiples ranging from 15x to 25x and multiples of tangible book value ranging from 225% to 350%. The dividend income streams and terminal values were then discounted to present values using different discount rates ranging from 9.5% to 11.5% chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Sun common stock. As illustrated in the following tables, this analysis indicated an imputed range of values per share of Omega common stock of $13.72 to $22.72 when applying the price/earnings multiples and $13.62 to $21.23 when applying multiples of tangible book value.

Earnings Per Share Multiples

      In connection with its analyses, Sandler O’Neill considered and discussed with the Omega board of directors how the present value analyses would be affected by changes in the underlying assumptions, including variations with respect to the growth rate of assets, net income and dividend payout ratio. Sandler O’Neill noted that the discounted dividend stream and terminal value analysis is a widely used valuation methodology, but the results of the methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results.

      Pro Forma Merger Analysis. Sandler O’Neill also analyzed certain potential pro forma effects of the merger, assuming the following: (1) the merger closes in the fourth quarter of 2004, (2) 80% of the Sun shares are exchanged for Omega common stock at an exchange ratio of 0.664 and the remaining 20% of Sun’s shares are exchanged for $23.25 in cash, (3) earnings per share projections for Omega and Sun are consistent with management per share estimates for 2004, and long-term earnings per share growth estimates for periods thereafter are consistent with management growth estimates for both companies, and (4) purchase accounting adjustments, charges and transaction costs associated with the merger and cost savings determined by Omega’s and Sun’s senior management. The analysis was performed with and without giving effect to the mark to market adjustments to Sun’s portfolio of securities, loans, deposits and borrowings. The analysis indicated that for the year ending December 31, 2005, the merger would be 19.25% accretive to Omega’s projected earnings per share when giving effect to the mark to market adjustments and 2.10% accretive when excluding the effect of those adjustments. The analysis also

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      Sandler O’Neill used the same assumptions to compare selected pro forma financial and market trading information for Omega, to that of a group of publicly traded commercial banks headquartered in the Mid-Atlantic region selected by Sandler O’Neill. The pro forma peer group consisted of the following publicly traded commercial banks with total assets from $2.2 billion to $3.9 billion:

      The analysis compared the pro forma financial information for Omega as of and for the twelve months ended December 31, 2004 with that of the pro forma peer group as of and for the twelve month period ended December 31, 2003 (or, in certain cases, where available, March 31, 2004). The table below sets forth the data for Omega and the median data for the pro forma peer group, with pricing data assumed to be the same as the April 16, 2004 pricing data.

Comparable Group Analysis

      Omega has agreed to pay Sandler O’Neill a transaction fee in connection with the merger of approximately $            (based on the closing price of Omega’s common stock as of June        , 2004), of which approximately $180,000 has been paid (including approximately $150,000 for rendering its opinion), and the balance of which is contingent, and payable, upon closing of the merger. Omega has also agreed to reimburse certain of Sandler O’Neill’s reasonable out-of-pocket expenses incurred in connection with its

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      In the ordinary course of its business as a broker-dealer, Sandler O’Neill may purchase securities from and sell securities to Omega and Sun and their respective affiliates and may actively trade the debt and/or equity securities of Omega and Sun and their respective affiliates for its own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities.

      Sun engaged Keefe, Bruyette & Woods, referred to as KBW, to render financial advisory and investment banking services to and at the request of Sun. KBW agreed to assist Sun in analyzing, structuring, negotiating and effecting a transaction. Sun selected KBW because KBW is a nationally recognized investment-banking firm with substantial experience in transactions similar to the merger and is familiar with Sun and its business. As part of its investment banking business, KBW is continually engaged in the valuation of financial businesses and their securities in connection with mergers and acquisitions.

      As part of its engagement, representatives of KBW attended the meeting of Sun’s board of directors held on April 19, 2004, at which Sun’s board of directors evaluated the proposed merger with Omega. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered a verbal opinion, subsequently confirmed in writing that, as of such date, the consideration to be received by Sun shareholders in the merger was fair to those shareholders from a financial point of view. Sun’s board of directors approved the merger agreement at this meeting.

      The full text of KBW’s written opinion is attached as Annex C to this document and is incorporated herein by reference. Sun’s shareholders are urged to read the opinion in its entirety for a description of the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW. The description of the opinion set forth herein is qualified in its entirety by reference to the full text of such opinion.

      KBW’s opinion speaks only as of the date of the opinion. The opinion is directed to Sun’s board of directors and addresses only the fairness, from a financial point of view, of the merger consideration to the Sun shareholders. It does not address the underlying business decision to proceed with the merger and does not constitute a recommendation to any Sun shareholder as to how the shareholder should vote at the Sun special meeting on the merger or any related matter.

      In rendering its opinion, KBW:

        (a) the merger agreement,

        (b) Annual Reports to shareholders and Annual Reports on Form 10-K of Omega,

        (c) Quarterly Reports on Form 10-Q of Omega,

        (d) Annual Reports to shareholders and Annual Reports on Form 10-K of Sun, and

        (e) Quarterly Reports on Form 10-Q of Sun;

        (a) past and current business operations,

        (b) regulatory relationships,

        (c) financial condition, and

        (d) future prospects of the respective companies;

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      In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information provided to or otherwise made available to KBW or that was discussed with, or reviewed by KBW, or that was publicly available. KBW did not attempt or assume any responsibility to verify such information independently. KBW relied upon the management of Sun and Omega as to the reasonableness and achievability of the financial and operating forecasts and projections (and assumptions and bases therefor) provided to KBW. KBW assumed, without independent verification, that the aggregate allowances for loan and lease losses for Omega and Sun are adequate to cover those losses. KBW did not make or obtain any evaluations or appraisals of any assets or liabilities of Omega or Sun, nor did they examine or review any individual credit files.

      The projections furnished to KBW and used by it in certain of its analyses were prepared by Sun’s and Omega’s senior management teams. Sun and Omega do not publicly disclose internal management projections of the type provided to KBW in connection with its review of the merger. As a result, such projections were not prepared with a view towards public disclosure. The projections were based on numerous variables and assumptions, which are inherently uncertain, including factors related to general economic and competitive conditions. Accordingly, actual results could vary significantly from those set forth in the projections.

      For purposes of rendering its opinion, KBW assumed that, in all respects material to its analyses:

      KBW further assumed that the merger will be accounted for as a purchase under generally accepted accounting principles, and that the conversion of Sun’s common stock into Omega common stock will be tax-free for Omega and Sun. KBW’s opinion is not an expression of an opinion as to the prices at which shares of Sun common stock or shares of Omega common stock will trade following the announcement of the merger or the actual value of the shares of common stock of the combined company when issued pursuant to the merger, or the prices at which the shares of common stock of the combined company will trade following the completion of the merger.

      In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, Sun and Omega. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not

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      The following is a summary of the material analyses presented by KBW to Sun’s board of directors on April 19, 2004, in connection with its oral fairness opinion, which was subsequently confirmed in writing. The summary is not a complete description of the analyses underlying the KBW opinion or the presentation made by KBW to Sun’s board of directors, but summarizes the material analyses performed and presented in connection with such opinion. The preparation of a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. The financial analyses summarized below include information presented in tabular format. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion. The tables alone do not constitute a complete description of the financial analyses.

      Summary of Proposal. Sun shareholders will receive approximately $35.7 million in cash and 4.079 million shares of Omega common stock (subject to adjustment based on the number of issued and outstanding shares of Sun common stock at the time of the merger). Based upon Omega’s closing share price on April 16, 2004 of $35.65, KBW calculated a $23.59 price per Sun share.

      Selected Peer Group Analysis. KBW compared the financial performance and market performance of Omega to those of a group of comparable bank holding companies with assets between $1.0 billion and $11.0 billion and the financial performance and market performance of Sun to those of a group of comparable bank holding companies with assets between $500 million and $11.0 billion.

      Companies included in Omega’s peer group were:

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      Companies included in Sun’s peer group were:

      To perform this analysis, KBW used the financial information as of and for the quarter or year ended December 31, 2003. Market price information was as of April 16, 2004, and 2004 and 2005 earnings estimates were taken from a nationally recognized earnings estimate consolidator for comparable companies.

      KBW’s analysis showed the following concerning Omega’s and Sun’s financial performance:

      KBW’s analysis showed the following concerning Omega’s and Sun’s financial condition:

      KBW’s analysis showed the following concerning Omega’s and Sun’s market performance:

      Financial Impact Analysis. KBW performed pro forma merger analyses that combined projected income statement and balance sheet information of Omega and Sun. Assumptions regarding the accounting treatment, acquisition adjustments and cost savings were used to calculate the financial impact that the merger would have on certain projected financial results of Omega.

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      In the course of this analysis, KBW used Omega management’s earnings estimate for 2004 and forecasted earnings growth of 5% for 2005 and used Sun management’s earnings estimate for 2004 and 2005. This analysis indicated that the merger is expected to be accretive to estimated earnings per share in 2005. The analysis also indicated that the merger is expected to be accretive to Omega’s book value per share, but dilutive to Omega’s tangible book value per share as of December 31, 2003. Furthermore, the analysis indicated that Omega’s Tier 1 leverage ratio, Tier 1 risk-based capital ratio and total risk-based capital ratio would all decline but remain above regulatory minimums for well capitalized institutions. This analysis was based on certain assumptions provided by Omega with regard to expense savings, merger related charges and the amortization of intangibles. For all of the above analyses, the actual results achieved by Omega following the merger will vary from the projected results, and the variations may be material.

      Comparable Transaction Analysis. KBW reviewed certain financial data related to comparably sized acquisitions of bank holding companies announced after January 1, 2002, with aggregate transaction values between $100 million and $1 billion. The transactions included in the group were:

      Transaction multiples for the merger were derived from $23.59 (based upon Omega’s closing share price on April 16, 2004) per share price for Sun. KBW compared these results with announced multiples. The results of the analysis are set forth in the following table.

      No company or transaction used as a comparison in the above analysis is identical to Sun, Omega or the merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies.

      Discounted Cash Flow Analysis. KBW estimated the present value of Sun’s common stock based on a continued independence scenario by adding (1) the present value of the estimated future dividend stream that Sun could generate over the period beginning January 2004 and ending in December 2008, and (2) the present value of the terminal value of Sun’s common stock. The earnings assumptions that formed the basis of the analysis were based on Sun management’s earnings estimate per share from 2004-

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      KBW stated that the discounted cash flow present value analysis is a widely used valuation methodology but noted that it relies on numerous assumptions, including asset and earnings growth rates, terminal values and discount rates. The analysis did not purport to be indicative of the actual values or expected values of Sun common stock.

      Other Analyses. KBW reviewed the relative financial and market performance of Sun and Omega to a variety of relevant industry peer groups and indices. KBW also reviewed earnings estimates, balance sheet composition, historical stock performance and other financial data for Omega.

      The Sun board has retained KBW as an independent contractor to act as financial advisor to Sun regarding the merger. As part of its investment banking business, KBW is continually engaged in the valuation of banking businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. As specialists in the securities of banking companies, KBW has experience in, and knowledge of, the valuation of banking enterprises. In the ordinary course of its business as a broker-dealer, KBW may, from time to time, purchase securities from, and sell securities to, Sun and Omega. As a market maker in securities, KBW may, from time to time, have a long or short position in, and buy or sell, debt or equity securities of Sun and Omega for KBW’s own account and for the accounts of its customers.

      Sun and KBW have entered into an engagement agreement relating to the services to be provided by KBW in connection with the merger. Sun agreed to pay KBW a cash fee of $100,000 concurrent with the execution of a definitive merger agreement, $250,000 concurrent with the mailing of a merger related proxy statement, and, at the time of closing, a contingent cash fee equal to 1.00% of the aggregate market value of the consideration paid for Sun in any transaction; provided however, that any fees paid prior to the contingent cash fee will be credited against the contingent cash fee. Pursuant to the KBW engagement agreement, Sun also agreed to reimburse KBW for reasonable out-of-pocket expenses and disbursements incurred in connection with its retention and to indemnify against certain liabilities, including liabilities under the federal securities laws.

Material Terms of the Merger Agreement

      The following is a brief summary of the material terms of the merger agreement. This summary is qualified in its entirety by reference to the merger agreement which is incorporated by reference and attached to this joint proxy statement/ prospectus as Annex A. You are urged to read the merger agreement carefully.

      As a result of the merger, Sun will be merged with and into Omega. Each share of Sun common stock will then be converted into either 0.664 shares of Omega common stock or $23.25 in cash as each Sun shareholder elects, subject to the limitations described in this joint proxy statement/ prospectus. Specifically, 80% of the outstanding shares of Sun common stock will be exchanged for Omega common stock and 20% of the outstanding shares of Sun common stock will be converted into the right to receive cash. Therefore, if the holders of more than 80% of the Sun common stock elect to receive Omega common stock or if the holders of more than 20% of the Sun common stock elect to receive cash, the elections that Sun shareholders make will be adjusted as set forth below.

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      If the number of shares of Sun common stock for which shareholders elect to receive cash is greater than 20% of the outstanding shares of Sun common stock, then:

      If the number of shares of Sun common stock for which shareholders elect to receive Omega common stock is greater than 80% of the outstanding shares of Sun common stock, then:

      If the number of shares of Sun common stock for which shareholders elect to receive cash is less than 20% of the outstanding shares of Sun common stock and the number of shares for which Sun shareholders elect to receive Omega common stock is less than 80% of the outstanding shares of Sun common stock, then:

      No fractional shares of Omega common stock will be issued. Any Sun shareholder who would otherwise be entitled to receive a fraction of a share of Omega common stock will instead receive cash in an amount equal to the fraction of the share of the Omega common stock that the shareholder would otherwise be entitled to receive multiplied by the average price per share of Omega common stock for a certain period prior to the closing of the merger.

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      The following examples illustrate the allocation rules described above. In all of these examples, assume that there are 7,000,000 shares of Sun common stock outstanding, which means that 5,600,000 Sun shares (or 80% of the total Sun shares outstanding in these examples) will be converted into the right to receive Omega common stock and 1,400,000 Sun shares (or 20% of the total Sun shares outstanding in these examples) will be converted into the right to receive cash equal to $23.25 per share.

EXAMPLE 1

      Assume that a hypothetical Sun shareholder owns 10,000 shares of Sun common stock and elects to receive cash for all of these shares. Also assume that all Sun shareholders together elect to receive cash for 1,600,000 Sun shares and Omega common stock for 5,300,000 Sun shares, and that no valid elections are submitted for 100,000 Sun shares.

      Result:

      Under the allocation rules for the merger, only 20% of the total Sun shares outstanding, or 1,400,000 shares in this example, will be converted into the right to receive cash in the merger. However, in this example, all Sun shareholders together elected to receive cash for 1,600,000 Sun shares. Therefore, the 100,000 Sun shares for which no valid elections were received will be converted into Omega common stock and all elections for cash will be reduced in accordance with the merger allocation rules described above. Our hypothetical Sun shareholder who elected to receive cash for 10,000 Sun shares will be entitled to receive cash for 8,750 Sun shares (1,400,000/1,600,000 x 10,000 shares) and Omega common stock for the remaining 1,250 Sun shares. This means that our hypothetical Sun shareholder will be entitled to receive $203,437.50 in cash (8,750 Sun shares multiplied by $23.25 per share) and 830 shares of Omega common stock (1,250 Sun shares multiplied by 0.664 conversion ratio).

EXAMPLE 2

      Facts:

      Assume that a hypothetical Sun shareholder owns 10,000 shares of Sun common stock and elects to receive Omega common stock for all of these shares. Also assume that all Sun shareholders together elect to receive Omega common stock for 5,700,000 Sun shares and cash for 1,100,000 Sun shares, and that no valid elections are submitted for 200,000 Sun shares.

      Under the allocation rules for the merger, only 80% of the total Sun shares outstanding, or 5,600,000 shares in this example, will be converted into Omega common stock in the merger. However, in this example, all Sun shareholders together elected to receive Omega common stock for 5,700,000 Sun shares. Therefore, the 200,000 Sun shares for which no valid elections were received will be converted into the right to receive cash and all elections for Omega common stock will be reduced in accordance with the merger allocation rules described above. Our hypothetical Sun shareholder who elected to receive Omega common stock for 10,000 Sun shares will be entitled to receive Omega common stock for 9,824.56 Sun shares (5,600,000/5,700,000 x 10,000 shares) and cash for the remaining 175.44 Sun shares. This means that, after adjusting for fractional shares for which Sun shareholders may only receive cash, our hypothetical Sun shareholder will be entitled to receive 6,523 shares of Omega common stock (9,824.56 Sun shares multiplied by 0.664 conversion ratio, with the result rounded down to the nearest whole share) and $4,096.76 in cash (175.44 Sun shares multiplied by $23.25 per share, plus .5078 fractional shares of Omega common stock resulting from the conversion of Sun shares into Omega shares, multiplied by the proportional value of Omega shares of $35.01 per share, with the result rounded down to the nearest whole cent).

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EXAMPLE 3

      Assume that a hypothetical Sun shareholder owns 10,000 shares of Sun common stock and does not submit a valid election for any of these shares. Also assume that all Sun shareholders together elect to receive Omega common stock for 5,500,000 Sun shares and cash for 1,200,000 Sun shares, and that no valid elections are submitted for 300,000 Sun shares (including the 10,000 Sun shares owned by our hypothetical Sun shareholder).

      Result:

      Under the allocation rules for the merger, 80% of the total Sun shares outstanding, or 5,600,000 shares in this example, will be converted into Omega common stock in the merger and 20% of the total Sun shares outstanding, or 1,400,000 shares in this example, will be converted into the right to receive cash in the merger. In this example, all Sun shareholders together elected to receive Omega common stock for 5,500,000 Sun shares, which is less than 80% of the total Sun shares outstanding, and cash for 1,200,000 Sun shares, which is less than 20% of the total Sun shares outstanding. Therefore, all Sun shareholders who submitted elections will be entitled to receive the amount of cash and/or Omega common stock that they elected (except for cash in lieu of fractional shares), and the 300,000 Sun shares for which no valid elections were received will be allocated so that 80% of the total Sun shares outstanding will be converted into Omega common stock and 20% of the total Sun shares outstanding will be converted into the right to receive cash. Our hypothetical Sun shareholder owning 10,000 Sun shares who did not submit a valid election will be entitled to receive cash for 6,666.6667 shares (200,000/300,000 x 10,000 shares), and Omega common stock for the remaining 3,333.3333 Sun shares. This means that, after adjusting for fractional shares for which Sun shareholders may only receive cash, our hypothetical Sun shareholder will be entitled to receive 2,213 shares of Omega common stock (3,333.3333 Sun shares multiplied by 0.664 conversion ratio, with the result rounded down to the nearest whole share) and $155,011.67 in cash (6,666.6667 Sun shares multiplied by $23.25 per share, plus .3333 fractional shares of Omega common stock resulting from the conversion of Sun shares into Omega shares, multiplied by the proportional value of Omega shares of $35.01 per share, with the result rounded down to the nearest whole cent).

      Sun shareholders should complete and return the enclosed election form in the enclosed self-addressed envelope so that it is received prior to the Sun special meeting. If a Sun shareholder does not properly complete and return an election form along with the applicable stock certificates, a guarantee of delivery for the shares of Sun common stock covered by the election form or a completed lost or destroyed certificate affidavit and indemnity bond by the Sun special meeting, then that shareholder will receive cash and Omega common stock as set forth above, depending upon the elections submitted by other Sun shareholders.

      Omega is currently negotiating with certain lenders to borrow approximately $42 million in connection with financing its obligations pursuant to the merger agreement. Omega’s ability to borrow such funds is not a condition to the consummation of the transactions contemplated by the merger agreement. Please refer to Item (I) in the “Notes to the Unaudited Pro Forma Condensed Combined Financial Information” on page      for additional information regarding the financing of Omega’s obligations.

      The aggregate value of the merger consideration will be $[          ] based on the price of Omega stock on [                    ], 2004 of $[          ] per share. The actual aggregate merger consideration may be different depending upon the market value of Omega stock on the date of the merger.

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      Under the merger agreement, each outstanding option to purchase Sun common stock issued under the following plans will be converted into an option to purchase Omega common stock: Sun’s 1998 Stock Incentive Plan or 1998 Independent Directors Stock Option Plan, or Sentry Trust Company’s 1997 Stock Incentive Plan or 1999 Stock Incentive Plan (which were assumed by Sun in connection with its acquisition of Sentry Trust Company). Upon the completion of the merger, each Sun stock option will automatically adjust to provide that:

      Omega will issue shares of Omega common stock to Sun shareholders. Based upon the number of shares of Omega common stock issued and outstanding on the Omega record date and the number of shares of Omega common stock anticipated to be issued in the merger, the shares of Omega common stock issued to Sun shareholders in the merger will constitute       % of the outstanding common stock of Omega after the merger. In addition, we anticipate that Omega will issue options to purchase up to 310,919 shares of Omega common stock in exchange for outstanding options to purchase Sun common stock. Assuming the exercise of all of these Omega stock options after the merger, Sun shareholders will own approximately       % of the fully diluted common stock of Omega.

      The merger agreement contains statements and promises made by Sun about itself called representations and warranties. In addition, the merger agreement contains representations and warranties made by Omega. You can review the representations and warranties contained in Articles 3 and 4 of the merger agreement attached to this joint proxy statement/ prospectus as Annex A.

      The merger agreement contains covenants and agreements that govern the actions of Sun and Omega until the merger or termination of the merger agreement. These covenants and agreements require the companies to take actions or to refrain from taking actions with respect to various matters including that:

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      To review all of the covenants and agreements contained in the merger agreement, you should read Articles 5 and 6 of the merger agreement which is attached to this joint proxy statement/ prospectus as Annex A.

      In the merger agreement, Sun and its subsidiaries agreed that they would not directly or indirectly initiate, solicit or encourage any inquiries or proposals from any third party, other than Omega, concerning any:

      Sun and its subsidiaries also agreed that they would not participate in any discussions or negotiations with any third party or provide any confidential information to any third party that may reasonably be expected to solicit an acquisition proposal. However, Sun is permitted to act on a bona fide unsolicited proposal in the exercise of the fiduciary duties of Sun’s board of directors prior to obtaining approval for the merger from Sun’s shareholders if the proposal relates to a transaction which is more favorable to Sun shareholders from a financial point of view and if certain procedural requirements described in the merger agreement are met.

      In the merger agreement, Omega agreed to continue to indemnify officers, directors, and employees of Sun and its subsidiaries from the date that the merger is completed. Subject to a number of limitations, Omega also agreed that it will, for a period of six years after the date the merger is completed, provide to the persons who served as directors or officers of Sun or any subsidiary of Sun on or before the date the merger was completed, insurance against liabilities and claims (and related expenses) made against them resulting from their service as directors or officers of Sun or any subsidiary of Sun prior to the date the merger was completed. This insurance is required to be substantially similar in all material respects to the insurance coverage provided to them prior to the consummation of the merger. To review all of the limitations related to the provision of insurance coverage, you should read Section 6.5 of the merger agreement attached to this joint proxy statement/ prospectus as Annex A.

      The completion of the merger depends upon the satisfaction or waiver of a number of conditions, including:

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      To review all of the conditions contained in the merger agreement, you should read Article 7 of the merger agreement which is attached to this joint proxy statement/ prospectus as Annex A.

      The closing of the merger will take place at 10:00 a.m. on the eighth business day after the satisfaction or waiver of the conditions to closing stated in the merger agreement at Omega’s corporate offices in State College, Pennsylvania unless Omega and Sun agree in writing to another date, time or place. Contemporaneously with the closing of the merger, the parties will file articles of merger with the Commonwealth of Pennsylvania. The merger will take effect at the time this filing is made with the Commonwealth of Pennsylvania.

      At any time before the closing of the merger, whether or not the merger agreement has been approved by Omega’s or Sun’s shareholders, Sun or Omega may terminate the merger agreement by the mutual consent in writing of the parties or by written notice from either party to the other party if:

      Further, the merger agreement may be terminated by Omega by written notice to Sun if Sun or any of its subsidiaries enters into:

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      Finally, Sun may terminate the merger agreement upon written notice to Omega if the average closing sales price of Omega common stock for the ten consecutive trading days ending two trading preceding the closing date is less than $28.32 and the difference between these values is more than 20% of the amount by which the closing value of the Nasdaq Bank Index for the trading day ending two days prior to the closing date exceeds 2,807.12.

      The merger agreement requires Sun to pay a cash termination fee of $8,000,000 to Omega in the event that the merger agreement is terminated for any of the following reasons:

      Furthermore, Sun shall pay Omega a cash termination fee equal to $8,000,000 if the merger agreement is terminated because Sun’s shareholders fail to approve the merger agreement at the Sun shareholder meeting, and within 120 days after the meeting, Sun or any subsidiary of Sun enters into an agreement, letter of intent, memorandum of understanding or similar arrangement with anyone other than Omega to engage in any of the following types of transactions:

      In addition, Sun must pay Omega an amount equal to Omega’s reasonable expenses incurred in connection with the merger agreement if Omega terminates the merger agreement because Sun’s shareholders fail to approve the merger agreement at the Sun shareholder meeting or because Sun materially breaches any of its obligations, covenants, representations or warranties under the merger agreement and fails to cure the breach within five days after receipt of written notice from Omega. Likewise, Omega must pay Sun an amount equal to Sun’s reasonable expenses incurred in connection with the merger agreement if Sun terminates the merger agreement because Omega’s shareholders fail to approve the merger agreement at the Omega shareholder meeting or because Omega materially breaches of its obligations, covenants, representations or warranties under the merger agreement and fails to cure the breach within five days after receipt of written notice from Sun. However, neither Omega nor Sun will be required to pay any expenses of the other party if its own shareholders also failed to approve the merger agreement at its shareholders meeting.

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      Omega has designated Registrar and Transfer Company to act as the “exchange agent” under the merger agreement. Within three business days after the merger is completed, the exchange agent will issue to Sun shareholders who have returned their election forms together with Sun stock certificates, or proof of lost or destroyed certificate and indemnity bond, the cash and/or Omega common stock to which each shareholder is entitled. Within five business days after the merger is completed, the exchange agent will send to Sun shareholders who have not previously sent in their stock certificates and election forms, a letter of transmittal and instructions for exchanging their stock certificates. Omega shall also make appropriate provisions with the exchange agent to enable Sun shareholders to obtain the letter of transmittal, and instructions for exchanging their stock certificates from, and to deliver the certificates formerly representing shares of Sun common stock to, the exchange agent in person, commencing on or not later than the second business day following the completion of the merger. Within five business days after receiving a Sun shareholder’s stock certificate(s) together with a completed letter of transmittal, the exchange agent will issue the cash and/or Omega common stock to which that shareholder is entitled.

      Until surrendered to the exchange agent, each outstanding Sun stock certificate will be deemed to evidence the right to receive the cash and/or the number of shares of Omega common stock into which the shares of Sun common stock have been converted in accordance with the merger agreement. The cash and/or shares of Omega common stock shall not be paid to the record holder of any Sun common stock until the certificate(s) for that common stock is sent to the exchange agent. A Sun shareholder whose certificate(s) have been lost or destroyed may nevertheless receive cash and/or shares of Omega common stock to which that Sun shareholder is entitled, provided that the Sun shareholder first delivers to Omega or to the exchange agent his or her election form indicating that his or her stock certificate(s) have been lost, stolen or destroyed. In addition, the Sun shareholder will have to sign an affidavit, which is included in the election form that provides, among other things, that the Sun shareholder agrees to indemnify Omega for any loss Omega may incur as a result of the Sun shareholder’s lost or destroyed stock certificate. The Sun shareholder will also be required to provide an indemnity bond from an insurance company protecting Omega and the exchange agent from any damage which may result if someone presents the lost or destroyed certificate for payment.

      Omega and Sun currently expect that immediately after the completion of the merger, Sun Bank will be merged with and into Omega Bank, referred to as the bank merger. The name of the resulting institution will be Omega Bank, but Sun Bank will continue to operate under the name SunBank as a division of Omega Bank. The bank merger is subject to the receipt of necessary regulatory approvals. It is not a condition to the consummation of the closing of the transactions contemplated by the merger agreement.

      The bank merger is subject to the prior approval of the Office of the Comptroller of the Currency, referred to as the OCC. In addition, the merger requires notification to the Pennsylvania Department of Banking and the Federal Reserve Board. We will file the OCC application and deliver the appropriate notices with the Pennsylvania Department of Banking and the Federal Reserve Board.

      We cannot assure you that we will obtain regulatory approval or when we will receive approval, and we cannot consummate the merger without regulatory approval. Furthermore, we cannot assure you that approval will not contain a condition or requirement that causes approval to fail to satisfy the conditions contained in the merger agreement. See “The Merger — Conditions to the Merger.” Likewise, we cannot assure you that the United States Department of Justice will not challenge the merger, or, if a challenge is made, as to the result.

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      When the merger is complete, Omega will continue to be managed by its current directors and officers. Robert J. McCormack, who is currently Sun’s President and Chief Executive Officer, will become Executive Vice President and Chief Administration Officer of Omega; Thomas W. Bixler, who is currently Executive Vice President and Chief Credit Officer of Sun, will become Senior Vice President — Head of Commercial Lending of Omega; and Sandra J. Miller, who is currently Executive Vice President and Chief Banking Officer of Sun, will become Senior Vice President, Head of Employee & Business Development of Omega. In addition, Omega’s board of directors shall appoint three directors of Sun, as mutually agreed by Sun and Omega, as directors of Omega. Each of these persons will be appointed to one of the three classes of directors of the Omega board of directors and will serve the remaining term for that class. The board of directors will recommend, subject to its fiduciary duties, the nomination of each of these persons for election by Omega’s shareholders for one additional term of three years after such person’s initial term expires. If one or more of these persons is unable or unwilling to serve as a member of Omega’s board of directors, such person shall be replaced by another person mutually selected by Omega and Sun who was a director of Sun immediately prior to the completion of the merger.

      When the merger of Sun Bank with and into Omega Bank is completed, Omega Bank will continue to be managed by its current officers and directors. In addition, the board of directors of Omega Bank will appoint Robert J. McCormack and three other persons serving as directors of Sun Bank immediately prior to the bank merger, as mutually selected by Omega and Sun, to serve on Omega Bank’s board of directors until the next election of directors. Omega Bank’s board of directors shall recommend, subject to its fiduciary duties, the nomination of each of these persons as a director of Omega Bank for three additional terms of one year each after the person’s initial term expires. If one or more these persons is unable or unwilling to serve as a member of Omega Bank’s board of directors, that person shall be replaced by another person who was a director of Sun Bank immediately prior to the completion of the merger, as mutually selected by Omega and the directors of Sun Bank immediately prior to the bank merger. The former Sun Bank directors elected to Omega Bank’s board of directors will be entitled to the same fees and benefits as other directors of Omega Bank, but no director of Omega Bank will be entitled to receive any directors fees while an employee of Omega Bank.

      Upon completion of the merger of Sun Bank into Omega Bank, for a period of two years after completion of the merger of Omega and Sun, Omega will offer the current directors of Sun Bank seats on a to-be-formed advisory board of Sun Bank which will address and deal with issues in the market area served by Sun Bank. For a period of one year after the merger of Omega and Sun, the members of the Sun Bank advisory board will receive board fees (excluding any stock option grants) for each meeting actually attended equal to the fees that were payable to the members of Sun Bank’s board of directors immediately prior to the completion of the merger of Omega and Sun. Omega shall have the right to appoint one or more representatives to seats on the Sun Bank advisory board, and/or to send one or more representatives to attend meetings of the advisory board.