UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

~~April~~June 1018, 2012

Date of Report (Date of earliest event reported)

VIST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Pennsylvania

0-14555

23-2354007

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Ident. No.)

1240 Broadcasting Road, Wyomissing, Pennsylvania		19610
(Address of principal executive offices)		(Zip Code)

(610) 208-0966

Registrant’s telephone number, including area code

N/A

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

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

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

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

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

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

Item 58.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

~~As disclosed in the Annual Report on Form 10-K for the year ended December 31, 2011 filed by~~ Tompkins/VIST Financial Corp. (the “Company”) on March 28, 2012, a putative shareholder derivative and class action lawsuit relating to the Company ‘s proposed merger with Tompkins Financial Corporation (“Tompkins”) was filed in the Court of Common Pleas of Berks County, Pennsylvania, on February 2, 2012, against eleven of the Company’s directors (“Director Defendants”), Tompkins, TMP Mergeco, Inc., and the Company (as a nominal defendant). The complaint alleges that the consideration the Company ‘s shareholders will receive in connection with the merger agreement, dated January 25, 2012, between the Company, Tompkins and TMP Mergeco, Inc. is inadequate and that the Director Defendants breached their fiduciary duties to shareholders and to the Company in negotiating and approving the merger agreement, including agreeing to allegedly preclusive merger terms, and engaging in self-dealing. Plaintiff also contends that by entering into the merger agreement with Tompkins, the Director Defendants committed corporate waste. Last, the complaint alleges that Tompkins and TMP Mergeco, Inc. aided and abetted the alleged breaches by the Director Defendants. The complaint seeks various forms of relief, including injunctive relief that would, if granted, prevent the merger from being consummated in accordance with the agreed-upon terms.Merger

OnAs ~~March~~previously announced, on January 2125, 2012, ~~the~~Tompkins ~~Company~~Financial ‘sCorporation ~~board~~(“Tompkins”), ofTMP ~~directors~~Mergeco. Inc. ~~formed~~(“Merger Sub”), a ~~special~~wholly ~~litigation~~owned ~~committee~~acquisition ~~(the~~subsidiary of Tompkins, and VIST Financial Corp. (“~~Committee~~VIST”) toentered ~~review~~into ~~and~~an ~~investigate~~Agreement ~~the~~and ~~allegations~~Plan ~~made~~of ~~against~~Merger (the ~~Director~~“Merger ~~Defendants~~Agreement”) ~~and~~pursuant ~~other~~to ~~parties,~~which ~~and~~VIST towill ~~decide~~be ~~what~~merged ~~actions,~~with ifand ~~any,~~into ~~should~~Merger beSub ~~taken~~(the in“Merger”). ~~response~~As toa ~~such~~result ~~claims. At~~of the ~~meeting~~Merger, onthe ~~March 20,~~separate ~~2012,~~corporate ~~director~~existence ~~Andrew~~of J.VIST ~~Kuzneski, III~~will ~~was~~cease ~~appointed~~and Merger Sub will continue as athe ~~member~~surviving ofcorporation in the ~~Committee~~Merger.

On ~~April~~May 1016, 2012, ~~the~~Tompkins ~~Company’s~~and ~~board~~VIST offiled ~~directors~~with ~~increased~~ the ~~size~~Securities ofand ~~the~~Exchange ~~board~~Commission of(the ~~directors~~“SEC”) ~~from~~a ~~thirteen~~definitive ~~persons~~Joint toProxy ~~fifteen~~Statement/Prospectus ~~persons, by increasing~~ (the ~~number~~“Joint ofProxy ~~directors~~Statement/Prospectus”) in ~~each~~connection ofwith ~~Class I and Class II by one director, and elected two new directors to fill~~ the ~~vacancies~~proposed ~~resulting from such increase~~Merger. ~~Michael L. Shor was elected a Class I director and Brent L. Peters was elected a Class II director. Each of Mr. Shor and Mr. Peters was appointed to serve on the Committee.~~

~~Mr. Shor,~~As ~~age~~has 53previously been described in the Joint Proxy Statement/Prospectus, ~~was~~following ~~employed~~announcement byof ~~Carpenter~~the ~~Technology~~Merger ~~Corporation~~Agreement, ~~for~~two ~~more~~complaints ~~than~~(the 30“Lawsuits”) ~~years~~were filed against VIST, ~~most~~Tompkins ~~recently~~and ~~serving~~Merger asSub, ~~Special~~one, ~~Advisor~~a toputative ~~the~~class ~~President~~action and ~~Chief~~shareholder ~~Executive~~derivative ~~Officer~~suit ~~from~~that ~~November 2010~~also ~~until~~named ~~his~~certain ~~retirement~~members inof ~~July 2011~~the ~~and~~VIST ~~Executive~~board ~~Vice~~of ~~President~~directors as defendants, ~~Advanced~~filed ~~Metals~~in ~~Operations &~~the ~~Premium~~Berks ~~Alloys~~County, ~~Operations~~Pennsylvania, ~~from~~Court ~~2008~~of ~~until~~Common ~~July 2011. Mr. Shor~~Pleas, ~~also~~and ~~served~~the asother, a ~~member~~shareholder ofderivative action, filed in the United States District Court for the Eastern District of Pennsylvania. These complaints alleged generally that VIST’s board of directors breached their fiduciary duties, that Tompkins and Merger Sub aided and abetted such breaches of fiduciary duty, that the ~~Company~~Joint ~~from~~Proxy ~~2002~~Statement/Prospectus ~~until~~contained ~~2007~~deficiencies in the disclosure of information relating to the Merger and, ~~serving~~with onrespect to the ~~Executive~~Lawsuit ~~Committee~~filed in Pennsylvania state court, ~~Governance~~that ~~Committee~~the ~~and~~Merger ~~Human~~represents ~~Resources/Compensation~~a ~~Committee~~waste ~~during~~of ~~his~~corporate ~~tenure~~assets.

~~Mr.~~On June ~~Peters~~18, ~~age 65~~2012, ~~served as President~~Tompkins, ~~East~~Merger ~~Penn Bank Division of Harleysville National Bank; Executive Vice President~~Sub, ~~Chief~~VIST ~~Administrative Officer~~ and ~~Director~~the ofplaintiffs ~~Harleysville~~in ~~National~~the ~~Corporation~~Lawsuits ~~(“Harleysville”)~~entered ~~and~~into ~~Harleysville~~a ~~National~~memorandum ~~Bank~~of ~~from~~understanding, ~~2007~~regarding ~~until~~settlement ~~his~~of ~~retirement~~the ~~in 2009~~Lawsuits. ~~Prior~~ In toconnection ~~joining~~with ~~Harleysville~~the settlement, hethe ~~served~~parties asagreed ~~President~~that ~~and~~VIST ~~Chief~~would ~~Executive~~make ~~Officer~~certain ofdisclosures ~~East~~to ~~Penn~~its ~~Financial~~shareholders ~~Corporation~~relating ~~(“East~~to ~~Penn”)~~the ~~and~~proposed ~~East~~Merger, ~~Penn Bank from its formation~~ in ~~1990~~addition ~~and~~to ~~also as Chairman of~~ the ~~Board~~information ~~from~~contained ~~2005,~~ in ~~each~~the ~~case~~Joint ~~until~~Proxy ~~East~~Statement/Prospectus. Those ~~Penn’s~~additional ~~acquisition~~disclosures byare ~~Harleysville~~set inforth ~~2007~~below.

~~Each~~The memorandum of ~~Mr. Shor~~understanding also contemplates that the parties will seek to enter into and Mrpresent to the state court a stipulation of settlement. ~~Peters~~ The stipulation of settlement will be ~~compensated~~subject ~~for~~to ~~his~~customary ~~service~~conditions, asincluding aapproval ~~director~~of onthe court. In the ~~same~~event ~~basis~~that asthe ~~other~~parties ~~non-employee~~enter ~~directors~~into a stipulation of settlement, a hearing will be scheduled at which the ~~Company,~~court ~~including~~will ~~retainers,~~consider ~~board~~the ~~fees~~fairness, reasonableness and ~~committee~~adequacy ~~fees.~~of the settlement. There ~~have~~can ~~been~~be no ~~transactions~~assurance ~~within~~that the ~~last~~parties ~~fiscal~~will ~~year,~~ultimately orenter ~~any~~into ~~currently~~a ~~proposed~~stipulation ~~transactions,~~of insettlement ~~which~~or that the ~~Company~~court orwill ~~any~~approve ofthe ~~its~~settlement ~~affiliates~~even ~~was~~if orthe isparties were to beenter into such a ~~participant~~stipulation. In ~~and~~such inevent, ~~which~~the ~~Mr. Shor~~proposed orsettlement Mras contemplated by the memorandum of understanding may be terminated. ~~Peters~~ If ~~has~~the orcourt ~~had~~approves athe ~~direct~~settlement, the settlement will resolve all of the claims that were or ~~indirect~~could ~~material~~have ~~interest~~been brought in the Lawsuits, including all claims relating to the Merger, the Merger Agreement and any disclosure made in connection therewith.

2Tompkins, Merger Sub and VIST have vigorously denied, and continue to vigorously deny, any wrongdoing or liability with respect to all claims asserted in the Lawsuits, including (i) that they have committed any violations of law, (ii) that they have acted improperly in any way, (iii) that they have any liability or owe any damages of any kind to any plaintiff in the Lawsuits, and (iv) that any additional disclosures (including the additional disclosures described herein) are required under any applicable rule, regulation, statute, or law. Rather, they are entering into the contemplated settlement solely because they consider it desirable that the Lawsuits be settled and dismissed in order to, among other things, (i) eliminate the burden, inconvenience, expense, risk, and distraction of further litigation, (ii) conclusively resolve all the claims that were or could have been asserted against them in the Lawsuits, and (iii) permit the Merger to proceed without risk of injunctive or other relief. Nothing in this document, the parties’ memorandum of understanding or any stipulation of settlement shall be deemed to be an admission of liability or wrongdoing by any defendant in the Lawsuits nor shall anything in this document, the parties’ memorandum of understanding or any stipulation of settlement be deemed an admission of the materiality of any of the disclosures set forth herein.

~~SIGNATURES~~2

~~Pursuant~~These toadditional ~~the~~disclosures ~~requirements~~amend ofand supplement the ~~Securities~~Joint ~~Exchange~~Proxy ~~Act~~Statement/Prospectus ofand ~~1934,~~should be read in conjunction with the ~~registrant~~disclosures ~~has~~contained ~~duly~~therein. To ~~caused~~the extent that information in this ~~report~~Current toReport beon ~~signed~~Form 8-K differs from or updates information contained in the Joint Proxy Statement/Prospectus, the Current Report on ~~its~~Form 8-K ~~behalf~~is bymore current. Capitalized terms used but not defined in the ~~undersigned~~additional ~~hereunto~~disclosures ~~duly~~have ~~authorized~~the meanings given to them in the Joint Proxy Statement/Prospectus.

	VIST FINANCIAL CORP.
Dated: April 11, 2012
	By:	/s/ Robert D. Davis
		Robert D. Davis
		President and Chief Executive Officer

ADDITIONAL DISCLOSURES

3Additional Disclosure Regarding Background and Negotiation of the Merger

The section entitled “Background and Negotiation of the Merger” beginning on page 43 of the Joint Proxy Statement/Prospectus is hereby amended and supplemented as follows:

The following sentence is inserted on page 43 of the Joint Proxy Statement/Prospectus after the second sentence of the last paragraph:

Treasury declined to advise VIST on what specific bases the determination was made not to approve VIST’s application.

The following sentence is inserted on page 44 of the Joint Proxy Statement/Prospectus after the first sentence of the fourth paragraph:

This group of potential merger partners was selected based on such factors as size, profitability, asset quality, geographic footprint, business culture and possible interest in and ability to complete a strategic acquisition that would be attractive to VIST shareholders.

The fifth full paragraph on page 45 of the Joint Proxy Statement/Prospectus is hereby amended to read in full as follows:

On November 28, 2011, VIST received initial written indications of interest from Company A, Company B and Tompkins. Each of Company C, Company D and Company E elected not to submit initial indications of interest for a variety of stated business reasons, including constraints on capital, potential dilution to existing shareholders and the timing of the proposed transaction relative to other company commitments. The initial indication of interest letters received from the three parties provided for per share merger consideration of $11.00 to $12.00 (Company A), $11.50 to $13.50 (Company B), and $11.00 to $12.50 (Tompkins). The indication of interest from Company A provided for consideration in the form of common stock and cash (with a maximum of 25% cash), and the indications of interest from both Company B and Tompkins provided for 100% common stock consideration. The indication of interest from Company A briefly provided for VIST shareholders to have representation by one director on the Company A board of directors and for Company A to use its best efforts to hire VIST employees. Company B’s indication of interest provided for VIST shareholders to have representation by one director on the Company A board of directors, the appointment of a regional president to manage operations of the existing VIST footprint, continued employment of substantially all front line VIST employees and undisclosed opportunities to senior executives for regional positions. Tompkins’ preliminary indication of interest also addressed management and the board of directors by indicating that Tompkins would discuss the possibility of continued employment of VIST’s chief executive officer and possible alternatives for post-transaction employment for other members of management and representation of VIST on the Tompkins Board of Directors.

The following language is inserted on page 46 of the Joint Proxy Statement/Prospectus after the fifth sentence of the second paragraph:

The adjustment of the exchange ratio at the top and bottom of the 10% collar was intended to provide some value protection to VIST shareholders in connection with significant decreases in

Tompkins’ stock prices and protection to Tompkins’ shareholders against excessive dilution associated with significant increases in Tompkins’ stock prices.

Additional Information Regarding the Opinion of Our Financial Advisor

The section entitled “Opinion of VIST’s Financial Advisor” beginning on page 51 of the Joint Proxy Statement/Prospectus is hereby amended and supplemented as follows:

The following paragraph and table are hereby inserted following the first paragraph under the caption “Comparison of Selected Companies” on page 55 of the Joint Proxy Statement/Prospectus:

Stifel’s analysis showed the following with respect to VIST’s financial performance and trading multiples in comparison to the 13 selected comparable companies (financial data as of September 30, 2011; market data as of January 23, 2012):

			Selected Peer Group
			25th				75th
	VIST		Percentile		Median		Percentile
Trading Statistics
Price / Tangible Book Value	63	%	63	%	109	%	160	%
Price / LTM Earnings	15.7x		11.1x		12.8x		14.2x
Premium to TBV / Core Deposits (1)	(2.7	)%	(3.6	)%	0.8	%	6.0	%

LTM Profitability
LTM PTPP ROAA (2)	1.01	%	1.21	%	1.64	%	2.05	%
LTM ROAA	0.32	%	0.28	%	0.85	%	0.99	%
Net Interest Margin	3.60	%	3.50	%	3.73	%	3.92	%

Capital Ratios
Tangible Common Equity/Assets	5.0	%	6.7	%	7.8	%	9.0	%
Leverage Ratio	7.8	%	8.7	%	9.5	%	9.6	%
Total Capital	12.5	%	13.7	%	14.4	%	15.4	%

Asset Quality
LTM NCOs/Avg. Loans	0.76	%	1.23	%	0.79	%	0.47	%
Reserves/Nonperforming Loans (3)	39.7	%	43.9	%	54.5	%	72.9	%
Nonperforming Assets/Assets (4)	2.81	%	2.48	%	1.98	%	1.36	%
Texas Ratio (5)	37.6	%	24.9	%	19.7	%	15.5	%

(1) Core deposits defined as total deposits less certificates of deposit with balances greater than $100,000.

(2) Pre-tax, pre-provision income defined as: income before taxes + provision - securities gains (losses) + amortization of intangibles + goodwill impairment.

(3) Nonperforming loans defined as: nonaccrual loans + renegotiated loans + loans 90 + days past due.

(4) Nonperforming assets defined as: nonperforming loans + OREO.

(5) Texas ratio defined as: nonperforming assets / (tangible equity + loan loss reserves).

The second and third paragraphs and tables under the caption “Analysis of Selected Bank Merger Transactions” on pages 56 and 57 of the Joint Proxy Statement/Prospectus are hereby removed and replaced in their entirety with the following disclosure:

Stifel’s analysis showed the following with respect to each of the transactions included in its Regional transaction group:

			Transaction		Price /			TBV		Offer Price /
		Date	Value		Tangible		LTM	Premium /		1-Month
Acquirer	Acquiree	Annouced	($M)		Book		Earnings	Core Deposits (1)		Prior
ESSA Bancorp, Inc.	First Star Bancorp, Inc.	12/21/11	$	24.7	50	%	NM	(1.0	)%	NA
Beneficial Mutual Bancorp, Inc. (MHC)	SE Financial Corp.	12/05/11	32.5		111		NM	2.8		NM
S&T Bancorp, Inc.	Mainline Bancorp, Inc.	09/14/11	21.4		126		NM	2.5		NM
Susquehanna Bancshares, Inc.	Tower Bancorp, Inc.	06/20/11	342.1		149		NM	6.0		38.4
F.N.B. Corporation	Parkvale Financial Corporation	06/15/11	130.7		198		NM	5.2		120.8
BCB Bancorp, Inc.	Allegiance Community Bank	04/04/11	6.8		97		17.9x	(0.2	)	NA
Ocean Shore Holding Co.	CBHC Financialcorp, Inc.	02/15/11	11.9		130		10.3x	1.6		NA
GNB Financial Services, Inc.	Herndon National Bank	02/04/11	8.3		101		54.2x	0.3		NA
Susquehanna Bancshares, Inc.	Abington Bancorp, Inc.	01/26/11	273.8		124		33.4x	8.9		9.4
Norwood Financial Corp.	North Penn Bancorp, Inc.	12/14/10	27.4		125		20.6x	6.4		68.7
Customers Bancorp Inc	Berkshire Bancorp, Inc.	08/23/10	11.8		106		NM	0.5		NA
F.N.B. Corporation	Comm Bancorp, Inc.	08/09/10	67.8		127		NM	3.0		127.4
Kearny Financial Corp. (MHC)	Central Jersey Bancorp	05/25/10	72.3		153		NM	7.4		117.4
Bank of Princeton	MoreBank	05/05/10	5.5		119		NM	1.8		NA
Roma Financial Corporation (MHC)	Sterling Banks, Inc.	03/17/10	14.7		100		NM	(0.0	)	90.9
Tower Bancorp, Inc.	First Chester County Corp	12/27/09	64.8		90		NM	(1.0	)	27.7
Bryn Mawr Bank Corporation	First Keystone Financial, Inc.	11/03/09	32.8		100		NM	0.0		51.7

(1) Core deposits defined as total deposits less certificates of deposit with balances greater than $100,000.

Stifel’s analysis showed the following with respect to each of the transactions included in its Transaction Value and Asset Quality transaction group:

			Transaction		Price /			TBV		Offer Price /
		Date	Value		Tangible		LTM	Premium /		1-Month
Acquirer	Acquiree	Annouced	($M)		Book		Earnings	Core Deposits (1)		Prior
ViewPoint Financial Group, Inc.	Highlands Bancshares, Inc.	12/08/11	$	71.0	120	%	64.3x	2.8	%	NA
BankUnited, Inc.	Herald National Bank	06/02/11	70.0		132		NM	8.0		87.9
Berkshire Hills Bancorp, Inc.	Legacy Bancorp, Inc.	12/21/10	112.8		111		NM	1.9		66.5
Community Bank System, Inc.	Wilber Corporation	10/22/10	101.8		141		13.4x	4.6		58.3
Berkshire Hills Bancorp, Inc.	Rome Bancorp, Inc.	10/12/10	73.3		120		19.3x	5.9		21.5
F.N.B. Corporation	Comm Bancorp, Inc.	08/09/10	67.8		127		NM	3.0		127.4
People’s United Financial, Inc.	LSB Corporation	07/15/10	95.9		153		20.8x	8.7		72.8
Kearny Financial Corp. (MHC)	Central Jersey Bancorp	05/25/10	72.3		153		NM	7.4		117.4
National Australia Bank, Limited	F&M Bank-Iowa Central	01/29/10	50.0		110		NM	1.4		NA
Chemical Financial Corporation	O.A.K. Financial Corporation	01/07/10	77.5		109		NM	1.3		54.9
Tower Bancorp, Inc.	First Chester County Corp.	12/27/09	64.8		90		NM	(1.0	)	27.7

(1) Core deposits defined as total deposits less certificates of deposit with balances greater than $100,000.

The clause “which were immaterial in amount” is inserted on page 59 of the Joint Proxy Statement/Prospectus at the end of the fifth sentence of the second paragraph:

Safe Harbor Statement

This document contains certain forward-looking information about Tompkins, VIST and the combined company that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private

Securities Litigation Reform Act of 1995. These statements may include statements for the period after the completion of the Merger. Representatives of Tompkins and VIST may also make forward-looking statements. Forward-looking statements are statements that are not historical facts. Words such as “expect,” “believe,” “will,” “may,” “anticipate,” “plan,” “estimate,” “intend,” “should,” “can,” “likely,” “could” and similar expressions are intended to identify forward-looking statements. These statements include statements about the expected benefits of the Merger, information about the combined company’s objectives, plans and expectations, the likelihood of satisfaction of certain conditions to the completion of the Merger and whether and when the Merger will be completed. Forward-looking statements are not guarantees of performance. These statements are based upon the current beliefs and expectations of the management of each of Tompkins and VIST and are subject to risks and uncertainties, including the risks described in the Joint Proxy Statement/Prospectus under the section “Risk Factors,” that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements.

In light of these risks, uncertainties, assumptions and factors, the results anticipated by the forward-looking statements discussed in the Joint Proxy Statement/Prospectus or made by representatives of Tompkins or VIST may not occur. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof or, in the case of statements made by representatives of Tompkins or VIST, on the date those statements are made. All subsequent written and oral forward-looking statements concerning the Merger or the combined company or other matters addressed in the Joint Proxy Statement/Prospectus and attributable to Tompkins or VIST or any person acting on behalf of either are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, neither Tompkins nor VIST undertakes any obligation to update or publish revised forward-looking statements to reflect events or circumstances after the date of the Joint Proxy Statement/Prospectus or the date of the forward-looking statements or to reflect the occurrence of unanticipated events.

Additional Information

This communication does not constitute an offer or the solicitation of an offer to buy our securities or the solicitation of any vote or approval. This communication is being made in respect of the proposed Merger. In connection with the proposed Merger, Tompkins and VIST filed a definitive Joint Proxy Statement/Prospectus with the SEC. The definitive Joint Proxy Statement/Prospectus was mailed to Tompkins’ and VIST’s shareholders on or about May 28, 2012. Before making any voting decision, shareholders are urged to read carefully in their entirety the definitive Joint Proxy Statement/Prospectus and any other relevant documents filed by Tompkins and VIST with the SEC when they become available because they contain and will contain important information about the proposed Merger. You may obtain copies of all documents filed with the SEC regarding the proposed Merger, free of charge, at the SEC’s website (www.sec.gov), by accessing VIST’s website at http://www.vistfc.com or by calling VIST at (610) 603-7211 or by accessing Tompkins’ website at http://www.tompkinsfinancial.com or by calling Tompkins at (607) 273-3210.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VIST FINANCIAL CORP.

Dated: June 22, 2012

	By:	/s/ Robert D. Davis
			Robert D. Davis
			President and Chief Executive Officer

Filing Compare · VIST FINANCIAL CORP