VISTA BANCORP INC, DEF 14A, 1997-03-21

VISTA BANCORP INC
DEF 14A, 1997-03-21
NATIONAL COMMERCIAL BANKS

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<PAGE>

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

[Amendment No. ............................]

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

VISTA BANCORP, INC.
-----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

Not Applicable
-----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:

----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*

----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:

----------------------------------------------------------------------
*Set forth the amount on which the filing fee is calculated and state how it
was determined.

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:_______________________________________________

2) Form Schedule or Registration Statement No.:__________________________

3) Filing Party:_________________________________________________________

4) Date Filed:___________________________________________________________

<PAGE>
VISTA
BANCORP, Inc.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF VISTA BANCORP, INC.:

Notice is hereby given that the Annual Meeting of Shareholders
of Vista Bancorp, Inc. ("Vista") will be held at 9:30 a.m., prevailing time, on
Wednesday, April 23, 1997, at the Administrative Offices of Vista, 305 Roseberry
Street, Post Office Box 5360, Phillipsburg, New Jersey 08865, for the following
purposes:

1. To elect three Class B directors to serve for a three-year
term and until their successors are duly elected and qualified;

2. To ratify the selection of Rudolph, Palitz LLP, Certified
Public Accountants of Plymouth Meeting, Pennsylvania, as the independent
auditors of Vista for the fiscal year ending December 31, 1997;

3. To amend and restate, in its entirety, the Vista Employee
Stock Purchase Plan;

4. To amend and restate, in its entirety, the Vista Board of
Directors Stock Purchase Plan;

5. To amend Item 21 of the Vista Dividend Reinvestment and
Stock Purchase Plan, relating to termination, suspension and amendment of such
plan; and

6. To transact such other business as may properly come before
the Annual Meeting and any adjournment or postponement thereof.

Only those shareholders of record at the close of business, at
5:00 p.m., on Wednesday, March 12, 1997, will be entitled to notice of and to
vote at the Annual Meeting.

A copy of Vista's Annual Report for the fiscal year ended
December 31, 1996, is being mailed with this notice.

You are urged to mark, sign, date and promptly return your
proxy in the enclosed envelope so that your shares may be voted in accordance
with your wishes and in order that the presence of a quorum may be assured. The
prompt return of your signed proxy, regardless of the number of shares you hold,
will aid Vista in reducing the expense of additional proxy solicitation. The
giving of such proxy does not affect your right to vote in person if you attend
the meeting.

By Order of the Board of Directors

/s/ Jill A. Pursell
---------------------------------------------------
Jill A. Pursell, Assistant Vice President/Secretary

March 19, 1997

<PAGE>

VISTA BANCORP, INC.

PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD APRIL 23, 1997

GENERAL

Introduction, Date, Place and Time of Meeting
- - ---------------------------------------------

This Proxy Statement is being furnished for the solicitation
by the Board of Directors of Vista Bancorp, Inc. ("Vista"), a New Jersey
business corporation, of proxies to be voted at the Annual Meeting of
Shareholders of Vista to be held at the Administrative Offices of Vista, 305
Roseberry Street, Post Office Box 5360, Phillipsburg, New Jersey 08865, on
Wednesday, April 23, 1997, at 9:30 a.m., prevailing time, or at any adjournment
or postponement of the Annual Meeting.

The principal executive office of Vista is located at 305
Roseberry Street, Post Office Box 5360, Phillipsburg, New Jersey 08865. The
telephone number for Vista is (908) 859-9500. All inquiries should be directed
to Jill A. Pursell, Assistant Vice President/Secretary. This Proxy Statement and
the enclosed form of proxy (the "Proxy") are first being sent to shareholders of
Vista on March 19, 1997.

Solicitation
- - ------------

Shares represented by proxies on the accompanying Proxy, if
properly signed and returned, will be voted in accordance with the
specifications made thereon by the shareholders. Any Proxy not specifying to the
contrary will be voted: (1) for the election of the three nominees as Class B
director named below; (2) for the approval of Rudolph, Palitz LLP, Certified
Public Accountants, of Plymouth Meeting, Pennsylvania ("Rudolph, Palitz LLP") as
the independent auditors for the fiscal year ending December 31, 1997; (3) for
the approval to amend and restate the Vista Employee Stock Purchase Plan
("Employee Stock Plan"); (4) for the approval to amend and restate the Vista
Board of Directors Stock Purchase Plan ("Directors Stock Plan"); and (5) for the
approval to amend Item 21 of the Vista Dividend Reinvestment and Stock Purchase
Plan ("Dividend Reinvestment Plan"). Execution and return of the enclosed Proxy
will not affect a shareholder's right to attend the Annual Meeting and vote in
person.

The cost of preparing, assembling, mailing and soliciting
proxies will be borne by Vista. In addition to the use of the mails, certain
directors, officers and employees of Vista intend to solicit proxies personally
and by telephone and telefacsimile. Arrangements will be made with brokerage
houses and other custodians, nominees and fiduciaries to forward proxy
solicitation material to the beneficial owners of stock held of record by these
persons, and, upon request therefor, Vista will reimburse them for their
reasonable forwarding expenses.

<PAGE>

Right of Revocation
- - -------------------

A shareholder who returns a Proxy may revoke it at any time
before it is voted by: (1) delivering written notice of revocation to Jill A.
Pursell, Assistant Vice President/Secretary, Vista Bancorp, Inc., 305 Roseberry
Street, Post Office Box 5360, Phillipsburg, New Jersey 08865, telephone: (908)
895-9559; (2) executing a later-dated Proxy and giving written notice thereof to
the Secretary of Vista; or (3) voting in person after giving written notice to
the Secretary of Vista.

Voting Securities, Record Date and Quorum
- - -----------------------------------------

At the close of business on March 12, 1997, Vista had
outstanding 4,105,484 shares of common stock, $.50 par value, the only
authorized class of stock (the "Common Stock"). A majority of the outstanding
shares will constitute a quorum at the Annual Meeting.

Only holders of Common Stock of record at the close of
business on March 12, 1997, will be entitled to notice of and to vote at the
Annual Meeting. Cumulative voting rights exist with respect to the election of
directors. Cumulative voting rights mean that each shareholder has the right, in
person or by proxy, to multiply the number of votes to which he or she is
entitled by the number of directors to be elected and to cast the whole number
of such votes for one nominee or distribute them among two or more nominees. On
all other matters to come before the Annual Meeting, each share of common stock
is entitled to one vote.

PRINCIPAL BENEFICIAL OWNERS OF VISTA'S STOCK
--------------------------------------------

Principal Owners
- - ----------------

The following table sets forth, as of March 12, 1997, the name
and address of each person who owns of record or who is known by the Board of
Directors to be the beneficial owner of more than five percent (5%) of Vista's
outstanding Common Stock, the number of shares beneficially owned by such person
and the percentage of Vista's outstanding Common Stock so owned.

Percent of Outstanding
Shares Beneficially Common Stock
Name and Address Owned(1) Beneficially Owned
- - ---------------- ------------------- ----------------------

Richard A. Cline 232,030 (2) 5.6%
813 South Main Street
Stewartsville, New Jersey 08886

Barry L. Hajdu 223,926 (3) 5.4%
710 New Brunswick Avenue
Post Office Box 1131
Alpha, New Jersey 08865

<PAGE>

Percent of Outstanding
Shares Beneficially Common Stock
Name and Address Owned(1) Beneficially Owned
- - ---------------- ------------------- -----------------------

Brian W. Hajdu 224,831 (4) 5.4%
710 New Brunswick Avenue
Post Office Box 1131
Alpha, New Jersey 08865

Louis Hajdu 456,284 (5) 11.1%
710 New Brunswick Avenue
Post Office Box 1131
Alpha, New Jersey 08865

Hajdu Group Retirement Plan 214,614 (6) 5.2%
710 New Brunswick Avenue
Post Office Box 1131
Alpha, New Jersey 08865

Phillipsburg National Bank and 308,102 (7) 7.5%
Trust Company
115 South Main Street
P.O. Box 5360
Phillipsburg, New Jersey 08865
- - -------------------------
(1) The securities "beneficially owned" by an individual are determined in
accordance with the definitions of "beneficial ownership" set forth in the
General Rules and Regulations of the Securities and Exchange Commission
("SEC") and may include securities owned by or for the individual's spouse
and minor children and any other relative who has the same home, as well as
securities to which the individual has or shares voting or investment power
or has the right to acquire beneficial ownership within sixty (60) days
after March 12, 1997. Beneficial ownership may be disclaimed as to certain
of the securities.
(2) Of the 232,030 shares beneficially owned by Mr. Cline, 135,130 shares are
held by him individually and 96,900 shares are owned by his spouse
individually.
(3) Of the 223,926 shares beneficially owned by Barry L. Hajdu, 9,312 shares are
owned by him individually and 214,614 shares are held in the Hajdu Group
Retirement Plan of which Barry L. Hajdu is one of three trustees.
(4) Of the 224,831 shares beneficially owned by Brian W. Hajdu, 10,217 shares
are owned by him individually and 214,614 shares are held in the Hajdu Group
Retirement Plan of which Brian W. Hajdu is one of three trustees.
(5) Of the 456,284 shares beneficially owned by Louis Hajdu, 231,785 shares are
owned by him individually; 214,614 shares are held in the Hajdu Group
Retirement Plan of which Louis Hajdu is one of three trustees; and 9,885
shares are owned individually by his spouse.
(6) These shares are held in this retirement plan of which Barry L., Brian W.
and Louis Hajdu are co-trustees.
(7) The shares are held in various fiduciary capacities by PNB's trust
department or by PNB officers with respect to the bank employee retirement
plan.

3
<PAGE>

Beneficial Ownership by Officers, Directors and Nominees
- - --------------------------------------------------------

The following table sets forth as of March 12, 1997, the
amount and percentage of the Common Stock beneficially owned by each director
and all officers and directors of Vista as a group.

Name of Individual Amount and Nature of Percent
or Identity of Group Beneficial Ownership(1)(2) of Class(3)
- - -------------------- -------------------------- -----------

Richard A. Cline 232,030 (4) 5.6%
Harold J. Curry 91,818 (5)(6) 2.2%
Dale F. Falcinelli 4,200 (6)(7) ----
James T. Finegan, Jr. 22,582 (8) ----
Barry L. Hajdu 223,926 (6)(9) 5.4%
Barbara Harding 46,326 (10) 1.1%
David L. Hensley 8,745 (11) ----
Thomas F. McGinley 173,981 (12) 4.2%
Mark A. Reda 49,488 (13) 1.2%
Marc S. Winkler 4,947 (14) ----

All Directors and Officers
of the Company as a Group
(10 Directors, 5 Officers,
11 Persons in Total) 866,282 21.1%
- - -------------------------
(1) See footnote (1) under the caption entitled "Principal Owners" for the
definition of "beneficial ownership."
(2) Information furnished by the directors and the Company.
(3) Less than one percent (1%) unless otherwise indicated.
(4) See footnote (2) under the caption entitled "Principal Owners" for Mr.
Cline's beneficial ownership of shares.
(5) Of the 91,818 shares beneficially owned by Mr. Curry, 64,200 shares are
owned by him individually and 27,618 shares are owned individually by his
spouse.
(6) A current Class B director and a nominee for Class B director.
(7) The 4,200 shares beneficially owned by Mr. Falcinelli are held in an IRA
account with Paine Webber, Inc.
(8) Of the 22,582 shares beneficially owned by Dr. Finegan, 3,691 shares are
owned by him individually; 7,709 shares are owned jointly with his spouse;
200 shares are owned individually by his spouse; 1,132 shares are owned by
him in an IRA trust account; 1,080 shares are owned by his spouse in an IRA
trust account; and 8,770 shares are owned by him in a Profit Sharing Trust.
(9) See footnote (3) under the caption entitled "Principal Owners" for Mr.
Hajdu's beneficial ownership of shares.
(10) Of the 46,326 shares beneficially owned by Mrs. Harding, 5,433 shares are
owned by her individually; 2,375 shares are owned jointly with her spouse;
685 shares are owned individually by her spouse; 704 shares are owned by
her in an IRA trust account; 645 shares are owned by her spouse in an IRA
trust account; and 36,484 shares are held by the Vista Bancorp, Inc.
Employees Pension Plan ("Pension Plan Shares") of which Mrs. Harding is a
co-trustee with Mr. Keefe and shares investment and voting power with Mr.
Keefe with respect to the Pension Plan Shares. Mrs. Harding disclaims any
beneficial ownership interest with respect to the Pension Plan Shares.
(11) Of the 8,745 shares beneficially owned by Mr. Hensley, 2,975 shares are
owned by him individually; 2,390 shares are owned jointly with his spouse;
and 3,380 shares are owned by him in an IRA trust account.
(12) Of the 173,981 shares beneficially owned by Mr. McGinley, 28,413 shares
are owned by him individually; 87,471 shares are owned jointly with his
spouse; 4,000 shares are owned individually by his spouse; 39,097 shares
owned by him in an IRA trust account; and 15,000 shares are held in street
name with Mr. McGinley as executor of the Estate of John R. McGinley,
Deceased.

4
<PAGE>

(13) Of the 49,488 shares beneficially owned by Mr. Reda, 32,088 shares are
owned by him individually; 5,559 shares are owned jointly with his spouse;
677 shares are owned individually by his spouse; 3,238 shares are owned by
him as custodian under the New Jersey Uniform Gifts to Minors Act for Louis
J. Reda; 2,472 shares are owned by him as custodian under the New Jersey
Uniform Gifts to Minors Act for Marcy L. Reda; 4,954 shares are owned by
him in an IRA trust account; and 500 shares are owned by his spouse in an
IRA trust account.
(14) Of the 4,947 shares beneficially owned by Mr. Winkler, 2,083 shares are
owned by him individually; 2,700 shares are owned individually by his
spouse in an IRA account with National Financial Services, Corp; 120 shares
are owned by him as custodian under the Pennsylvania Uniform Gifts to
Minors Act for Aaron S. Winkler; 38 shares are owned by him as custodian
under the Pennsylvania Uniform Gifts to Minors Act for Austin C. Winkler;
and 6 shares are owned by him as custodian under the Pennsylvania Uniform
Gifts to Minors Act for Jonah V. Winkler.

Section 16(a) Beneficial Ownership Reporting Compliance
- - -------------------------------------------------------

Section 16(a) of the Securities Exchange Act of 1934 requires
Vista's officers and directors, and persons who own more than ten percent of a
registered class of Vista's equity securities (in this case the Common Stock),
to file reports of ownership and changes in ownership with the SEC. Officers,
directors and greater than ten-percent shareholders are required by SEC
regulation to furnish Vista with copies of all Section 16(a) forms that they
file.

Except as stated below and based solely on its review of the
copies of such forms received by it, or written representations from certain
reporting persons that no such forms were required for those persons, Vista
believes that, during the period January 1, 1996 through December 31, 1996, all
filing requirements applicable to its officers, directors and greater than
ten-percent shareholders were complied with.

In April, 1996, Mrs. Harding, the President and Chief
Executive Officer of Vista, and Mr. Keefe, an Executive Vice President and Chief
Financial Officer of Vista, were appointed as co-trustees of the Vista Bancorp,
Inc. Employees Pension Plan ("Pension Plan"). In March, 1997, it came to the
attention of Vista's corporate counsel that the trustee powers granted to Mrs.
Harding and Mr. Keefe under the Pension Plan agreement were such as to include
investment and voting power with respect to Vista Common Stock held by the
Pension Plan. Such powers were deemed to confer beneficial ownership upon Mrs.
Harding and Mr. Keefe with respect to the Vista Common Stock held under the
Pension Plan, and, therefore, triggered the ownership reporting requirements.
Form 4s for Mrs. Harding and Mr. Keefe should have been filed by May 10, 1996,
with respect to this Vista Common Stock. However, Mrs. Harding and Mr. Keefe
filed, on March 12, 1997, their Form 4s with the SEC which reported, among their
other Vista stockholdings, beneficial ownership of 36,484 shares of Common Stock
held by the Pension Plan. Mrs. Harding and Mr. Keefe disclaim any beneficial
ownership of these shares. Vista considers the late filing of these Form 4s to
be inadvertent.

<PAGE>

ELECTION OF DIRECTORS
---------------------

Vista has a classified Board of Directors with staggered
three-year terms of office. In a classified board, the directors are generally
divided into separate classes of equal number. The terms of the separate classes
expire in successive years. Thus, at each Annual Meeting of Shareholders,
successors to the class of directors whose term shall then expire shall be
elected to hold office for a term of three years, so that the term of office of
one class of directors shall expire in each year.

Unless otherwise instructed, the proxy holders will vote the
Proxies received by them for the election of the three nominees for Class B
directors. If any nominee should become unavailable for any reason, Proxies will
be voted in favor of a substitute nominee as the Board of Directors of Vista
shall determine. The Board of Directors has no reason to believe the nominees
named will be unable to serve if elected. Any vacancy occurring on the Board of
Directors of Vista for any reason may be filled by a majority of the directors
then in office until the expiration of the term of vacancy.

INFORMATION AS TO NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS
------------------------------------------------------------

The following table contains certain information with respect
to the nominees and the director(s) whose terms of office expire in 1997, 1998
and 1999, respectively.
<TABLE>
<CAPTION>
Principal Occupation Director Since
Name Age for Past Five Years Vista/PNB/TRCB(1)
- - ---- --- -------------------- -----------------

Class B Directors Whose Term Will Expire In 1997 And
Nominees For Class B Directors Whose Term Expires In 2000
- - ---------------------------------------------------------
<S> <C> <C> <C>
Harold J. Curry 65 Attorney-at-Law 1988/1978/1990
(2)

Dale F. Falcinelli 48 Principal of D.F. Falcinelli, Inc. 1993/------/1990
(3)(4) (Management Consultant)

Barry L. Hajdu 48 President of Hajdu Construction, Inc. 1997/1997/1997
(Building Contractors)

Class C Directors Whose Term Expires In 1998
- - --------------------------------------------

Richard A. Cline 63 Retired; Chairman of the Board 1988/1979/1990
(2)(3)(4)(5) of TRCB

James T. Finegan, Jr. 37 Ophthalmologist 1995/1993/------
(4)(5)
</TABLE>

<PAGE>

Principal Occupation Director Since
Name Age for Past Five Years Vista/PNB/TRCB(1)
- - ---- --- -------------------- -----------------
<S> <C> <C> <C>
Thomas F. McGinley 71 Chairman of the Board of Designer 1988/1967/------
(2)(4)(5) Dispatch, Inc., a ribbon distributor

Class A Directors Whose Term Expires In 1999
- - --------------------------------------------

Barbara Harding 50 President and CEO of Vista; CEO of 1988/1985/1990
PNB; Chairman of the Board of PNB

David L. Hensley 50 Executive Vice President of Vista; 1988/1985/1990
President and Chief Operations
Officer of PNB

Mark A. Reda 45 Vice President of Lou Reda, Inc., 1988/1987/------
(2)(3)(5) a vendor of office furniture

Marc S. Winkler 40 President and CEO of TRCB (1996 to 1990/------/1990
present); President of TRCB (1990 to
(1996); Senior Vice President, Treasurer,
and Chief Financial Officer of Vista
(1988 to 1993)
</TABLE>
- - -------------------------
(1) PNB means The Phillipsburg National Bank and Trust Company and TRCB means
Twin Rivers Community Bank.
(2) Member of the Executive Committee. The Executive Committee consists of four
(4) outside directors who are appointed annually by the Chief Executive
Officer of Vista who also attends the meetings. The Executive Committee
reviews personnel policy and issues with respect to compensation, benefits,
appointments and promotions and makes recommendations to the Board of
Directors. The Executive Committee also reviews the operations of the Board
of Directors with respect to directors' fees and frequency of Board of
Directors' meetings as well as Vista's capital structure, stock position and
earnings. In addition, the Executive Committee analyzes other management
issues and periodically makes recommendations to the Board of Directors
based on its findings. The Executive Committee met five (5) times in 1996.
(3) Member of the Audit Committee. The Audit Committee consists of three (3)
outside directors as well as one outside director from each of the Bank
Subsidiaries. This committee meets quarterly. The Audit Committee is
responsible for the review and evaluation of the system of internal controls
and corporate compliance with applicable rules, regulations and laws. The
Audit Committee meets with Vista's internal auditor, outside independent
auditors and senior management to review the scope of the internal and
external audit engagements, the adequacy of the internal and external
auditors, corporate policies to ensure compliance and significant changes in
accounting principles. The Audit Committee met four (4) times in 1996.
(4) Member of the Planning Committee. The Planning Committee consists of four
(4) outside directors who are appointed annually by the Chief Executive
Officer of Vista who also attends the meetings. Presidents of the subsidiary
banks attend on an "as needed" basis. The committee works with management to
formulate strategic planning of Vista which encompasses a three year period.
The Board of Directors of the subsidiaries forward their strategic plans and
opportunities to the Corporate Planning Committee for its review, guidance
and/or approval. The Planning Committee met one (1) time in 1996.
(5) Member of the Retirement Committee. The Retirement Committee consists of
four (4) outside directors who are appointed annually by the Chief Executive
Officer of Vista who also attends the meetings. The Committee is responsible
for evaluating Vista's retirement benefits including the pension plan. The
Committee reviews and votes on all proposed changes to the Plan. The
Retirement Committee did not meet in 1996.

<PAGE>

Outside directors received, in 1996, four hundred dollars
($400) for each regular meeting and two hundred dollars ($200) for each special
committee meeting of Vista they attended. Subsidiary officers did not receive
directors' fees for attendance at their respective committee or board meetings.
The Board of Directors of Vista adopted a policy which stated that the Board of
Directors will hold monthly meetings during 1996, except for the months of
March, June, September and December, for which no meetings were held. The Board
of Directors held, in 1996, eight (8) meetings in order to conduct the business
of Vista.

In 1996, the Board of Directors received $33,800 in the
aggregate for attendance at Board and committee meetings.

All of the Directors attended at least seventy-five percent
(75%) of the combined total number of meetings of the Board of Directors and the
committees on which they served.

The Board of Directors does not have a nominating committee. A
shareholder who desires to propose an individual for consideration by the Board
of Directors as a nominee for director should submit a proposal in writing to
the Secretary of Vista in accordance with Section 202 of Vista's by-laws.

Principal Officers
- - ------------------

The following table sets forth selected information about the
principal officers of Vista, each of whom is elected by the Board of Directors
of Vista and each of whom holds office at the discretion of the Board of
Directors of Vista:
<TABLE>
<CAPTION>

Bank Number of Shares
Held Employee of the Company
Name Position Since Since Beneficially Owned(1) Age
- - ---- -------- ----- -------- --------------------- ---
<S> <C> <C> <C> <C> <C>
Thomas F. McGinley Chairman 1994 (2) 173,981(3) 71
of the Board

Harold J. Curry Vice Chairman 1995 (2) 91,818(4) 65
of the Board

Barbara Harding President and CEO 1988 1965 46,326(5) 50

David L. Hensley Executive Vice 1988 1983 8,745(6) 50
President

William F. Keefe Executive Vice 1993 1989 44,723(7) 38
President and Chief
Financial Officer
</TABLE>
- - -------------------------
(1) See footnote (1) under the caption entitled "Principal Owners" for the
definition of "beneficial ownership."

<PAGE>

(2) Messrs. McGinley and Curry are not full time employees of Vista or the Bank
Subsidiaries.
(3) See footnote (12) under the caption entitled "Beneficial Ownership by
Officers, Directors and Nominees" for Mr. McGinley's beneficial ownership.
(4) See footnote 5 under the caption entitled "Beneficial Ownership by Officers,
Directors and Nominees" for Mr. Curry's beneficial ownership.
(5) See footnote (10) under the caption entitled "Beneficial Ownership by
Officers, Directors and Nominees" for Mrs. Harding's beneficial ownership.
(6) See footnote (11) under the caption entitled "Beneficial Ownership by
Officers, Directors and Nominees" for Mr. Hensley's beneficial ownership.
(7) Of the 44,723 shares owned by Mr. Keefe, 4,740 shares are owned by him
individually; 2,949 shares are owned jointly with his spouse; 200 shares are
held for him under a nominee name; 350 shares are owned by him in an IRA
trust account; and 36,484 shares are Pension Plan Shares of which Mr. Keefe
is a co-trustee with Mrs. Harding and shares investment and voting power
with Mrs. Harding with respect to the Pension Plan Shares. Mr. Keefe
disclaims any beneficial ownership interest with respect to the Pension Plan
Shares.

Remuneration of Officers and Directors
- - --------------------------------------

The following table sets forth all remuneration for services
in all capacities paid by the applicable bank subsidiary in 1996 to Barbara
Harding, President and Chief Executive Officer of Vista and Chairman and Chief
Executive Officer of Phillipsburg National Bank; David L. Hensley, Executive
Vice President of Vista and President and Chief Operations Officer of
Phillipsburg National Bank; Marc S. Winkler, President and Chief Executive
Officer of Twin Rivers Community Bank; and William F. Keefe, Executive Vice
President and Chief Financial Officer of Vista and Senior Vice President and
Chief Financial Officer of Phillipsburg National Bank. No other officer's
aggregate salary and bonus exceeded $100,000 during 1996.
<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE

---------------------------------------------------------------------------
LONG TERM COMPENSATION
-----------------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
- - ------------------------------------------------------------------------------------------------------------------------------
Other
Name and Annual Restricted All Other
Principal Salary Bonus Compensa- Stock Options/ LTIP Compen-
Position Year ($) ($) tion(1)($) Award(s) SARs Payouts sation
- - ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Barbara Harding, 1996 169,520 30,658 23,749 -0- -0- -0- -0-
President/CEO of Vista and 1995 153,972 24,848 22,456
Chairman/ CEO of PNB 1994 143,884 24,265 15,469

David L. Hensley, 1996 139,048 25,626 21,111 -0- -0- -0- -0-
Executive Vice President 1995 128,336 20,932 20,334
of Vista and President and 1994 119,860 19,470 17,836
Chief Operations Officer of
PNB

Marc S. Winker, 1996 124,020 14,985 14,085 -0- -0- -0- -0-
President/CEO of TRCB 1995 111,956 9,125 13,528
1994 104,624 8,000 13,366

William F. Keefe, 1996 100,048 22,116 13,562 -0- -0- -0- -0-
Executive Vice President/ 1995 89,417 17,483 8,762
CFO of Vista and Sr. Vice
President/CFO of PNB
</TABLE>

<PAGE>
- - -------------------------
(1) Includes directors' fees; life, medical and disability insurance premiums;
401(k) matching contributions; automobile use and social club dues.

Report of the Executive Committee on Executive Compensation
- - -----------------------------------------------------------

Executive compensation for the officers of Vista and the Bank
Subsidiaries is determined by the Executive Committee of Vista's Board of
Directors. The recommendations of the Executive Committee with respect to
executive compensation are presented to all members of the Board of Directors
for their approval. Salaries and bonuses for the executive officers are reviewed
annually. All executive compensation is paid by the respective subsidiary bank
to the applicable executive.

Barbara Harding, in her role of President and Chief Executive
Officer of Vista, reviews the salaries, bonuses and other compensation of the
executive officers of the bank subsidiaries with the Executive Committee. Mrs.
Harding submits a written report on executive compensation to the Executive
Committee. Mrs. Harding is not present when the Executive Committee reviews and
sets her compensation and bonus.

The following themes or guidelines are used by the Executive
Committee in setting compensation:

-- Compensation should be meaningfully related to the value
created for shareholders.

-- Compensation should support the strategic goals and
objectives of Vista.

-- Compensation should reflect and promote Vista's value, and
reward an individual for an outstanding contribution to
Vista's success.

-- Compensation should be fair and competitive with the
banking industry based on Vista's size and regional
location.

Submitted By The Members Of The
Executive Committee

Richard A. Cline Harold J. Curry
Thomas F. McGinley Mark A. Reda

Stock Performance Graph and Table
- - ---------------------------------

The following graph and table compare the cumulative total
shareholder return on Vista's Common Stock during the period June 30, 1993(1),
through and including December 31, 1996, with (i) the cumulative total return on
the SNL Securities Corporate Performance Index(2) for 35 publicly-traded banks

<PAGE>

with less than $500 million in total assets in the Middle Atlantic area(3), and
(ii) the cumulative total return for all United States stocks traded on the
NASDAQ Stock Market. The comparison assumes $100 was invested on June 30, 1993,
in Vista's Common Stock and in each of the below indices and assumes further the
reinvestment of dividends into the applicable securities. The shareholder return
shown on the graph and table below is not necessarily indicative of future
performance.

Vista Bancorp, Inc.

- - -------------------------------------------------------------------------------

Total Return Performance

275 -------------------------------------------------------------------------

250 ------------------------------------------------------------------@------
@
225 -------------------------------------------------------------------------
@
200 ------------------------------------------------------------------*------
#
175 -------------------------------------@-----------------*#----------------
@ @ *#
150 -------------------------------------------------------------------------
@ *#
125 ------------------*--------*--------------------------------------------
*# #
100 @#*---------------#------------------------------------------------------

75 -------------------------------------------------------------------------
6/30/95 12/31/93 6/30/94 12/31/94 6/30/95 12/31/95 6/30/96 12/31/96

@=Vista Bancorp, Inc. #=Nasdaq Total Return *=VBNJ Peer Group

<TABLE>
<CAPTION>
Period Ended
-------------------------------------------------------------------------------------
Index 06/30/93 12/31/93 06/30/94 12/31/94 06/30/95 12/31/95 06/30/96 12/31/96
- - ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Vista Bancorp, Inc. 100.00 137.72 157.72 158.26 177.44 220.38 232.18 248.84
Nasdaq Total Return 100.00 110.56 100.96 108.07 134.76 152.83 173.02 187.99
VBNJ Peer Group 100.00 114.63 123.60 123.37 138.09 160.38 176.62 201.85
</TABLE>

*VBNJ Peer Group consists of 35 publicly traded banks in the MidAtlantic region
with less than $500M in total assets.

- - -------------------------

(1) Vista's registration of its Common Stock under Section 12 of the
Securities Exchange Act of 1934 was effective on or about April 17,
1993. Vista filed with the SEC its first quarterly report for the
period ended June 30, 1993.
(2) SNL Securities is a research and publishing firm specializing in the
collection and dissemination of data on the banking, thrift and
financial services industries.
(3) The Middle Atlantic area comprises the states of Delaware,
Pennsylvania, Maryland, New Jersey and New York, the District of
Columbia and Puerto Rico.

<PAGE>

Retirement Plan
- - ---------------

Vista maintains a defined benefit pension plan covering all
employees. Benefits under the plan are based on a "Cash Balance" type formula
under which hypothetical accounts are maintained for each employee. The initial
amount of this account was the actuarial present value of pension benefits
earned under a prior formula. In subsequent years, this hypothetical account is
increased by an annual addition based on the employee's salary, length of
service, and by interest credits. At retirement, the amount in this hypothetical
account will be converted to the actuarially equivalent monthly income.

Estimated annual benefits payable upon retirement at normal
retirement age (age 65) for each named executive are as follows:

Barbara Harding $145,868
David L. Hensley $ 77,304
Marc S. Winkler $130,102
William F. Keefe $107,393

These estimates are based on the assumption that base salaries
will increase at an annual rate of 5%; that there will be no bonuses for years
after 1995; that the federal limit on maximum compensation will grow at a ratio
of 3% per year; and that the maximum limit on plan benefits will increase such
that it will not limit benefits for these employees.

Vista also has a 401(k) Retirement Savings Plan. Under the
401(k) Retirement Savings Plan, employee contributions are partially matched by
Vista. Such matching becomes vested proportionally over five years of credited
service.

Employee Incentive Plan
- - -----------------------

In 1994, Vista shareholders approved an Employee Incentive
Plan. Under the terms of this plan, employees are eligible to receive an
incentive bonus based on the Bank Subsidiaries achieving certain performance
benchmarks. Moreover, 50% of the amount awarded to executive officers shall be
paid in cash and 50% in the form of the Common Stock. Such shares awarded shall
be issued as of the last business day of the third fiscal year following the
year to which the award relates.

Certain Transactions
- - --------------------

There have been no material transactions, proposed or
consummated, between Vista and the Bank Subsidiaries with any director or
executive officer of Vista and the Bank Subsidiaries or any associate of the
foregoing persons. Vista and the Bank Subsidiaries have had and intend to
continue to have banking and financial transactions in the ordinary course of
business with directors and officers of Vista and the Bank Subsidiaries and
their associates on comparable terms and with similar interest rates as those
prevailing from time to time for other customers of Vista and the Bank
Subsidiaries. Total consolidated loans outstanding from Vista at December 31,
1996, to Vista's and

<PAGE>

the Bank Subsidiaries' officers and directors as a group and members of their
immediate families and companies in which they have an ownership interest of ten
percent (10%) or more was $4.4 million or 11.4% of Vista's total consolidated
capital accounts. The largest amount of indebtedness outstanding at any time
during fiscal year 1996 to the above identified group was $4.7 million or 13.2%
of Vista's total consolidated capital accounts. The interest income earned by
Vista on such loans was $352 thousand for 1996. During 1996, advances and
repayments on these loans were $1.5 million and $1.8 million, respectively. Such
loans do not involve more than the normal risk of collectibility nor do they
present other unfavorable features.

RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------------
(Item 2)

Unless instructed to the contrary, it is intended that votes
will be cast pursuant to the Proxies for the ratification of the selection of
Rudolph, Palitz LLP as Vista's independent public accountants for its fiscal
year ending December 31, 1997. Vista has been advised by Rudolph, Palitz LLP
that none of its members has any financial interest in Vista. Ratification of
Rudolph, Palitz LLP will require an affirmative vote of a majority of the
outstanding shares of Common Stock represented at the Annual Meeting. Rudolph,
Palitz LLP served as Vista's independent public accountants for Vista for the
year ended December 31, 1996.

Rudolph, Palitz LLP performed customary audit services and
provided assistance in connection with regulatory matters, charging Vista for
such services at its customary hourly billing rates. The non-audit services were
approved by Vista's Board of Directors, after due consideration of the effect of
the performance thereof on the independence of the accountants and after the
conclusion by Vista's Board of Directors that there was no effect on the
independence of the accountants.

In the event that the shareholders do not ratify the selection
of Rudolph, Palitz LLP as Vista's independent public accountants for the 1997
fiscal year, another accounting firm will be chosen to provide independent
public accountant audit services for the 1997 fiscal year. The Board of
Directors recommends that the shareholders vote FOR the ratification of the
selection of Rudolph, Palitz LLP as the auditors for Vista for the year ending
December 31, 1997.

It is understood that even if the selection of Rudolph, Palitz
LLP is ratified, the Board of Directors, in its discretion, may direct the
appointment of a new independent auditing firm at any time during the year if
the Board of Directors determines that such a change would be in the best
interests of Vista and its shareholders.

<PAGE>

AMENDMENT AND RESTATEMENT OF THE
VISTA EMPLOYEE STOCK PURCHASE PLAN
----------------------------------
(Item 3)

Reasons for the Amendment and Restatement
- - -----------------------------------------

The current format of the Employee Stock Plan became effective
in 1988, the year in which Vista became the bank holding company for
Phillipsburg National Bank. Over the years, the shareholders have supported this
plan by approving an amendment to it and the reservation of additional Vista
shares for issuance under this plan. This plan is in need of a new format that
is more consistent with current practice. Furthermore, Vista management would
like to amend two features of this plan: the first amendment would eliminate the
first right of refusal held by the Board of Directors if an employee desires to
sell his or her Vista shares initially purchased under this plan. In light of
the listing of Vista's shares on the NASDAQ Small-Cap market, it is not
necessary for this provision, for liquidity is available through open market
transactions. The second amendment is to give the Vista Board of Directors the
sole authority to amend, suspend or terminate this Plan. Under the current
Employee Stock Plan, an amendment, suspension, or termination must go through
the cumbersome (and expensive) process of obtaining approval by the Board of
Directors and then approval by the shareholders. It should be pointed out that
the shareholders will retain the right to make available additional authorized
but unissued Vista shares for future issuances pursuant to the Employee Stock
Plan.

Therefore, on February 21, 1997, the Board of Directors
approved an amended and restated Employee Stock Plan, a copy of which is
attached and incorporated in its entirety into this proxy statement as Exhibit
A.

Required Vote
- - --------------

The affirmative vote of a majority of the outstanding Vista
shares is required to adopt the amended and restated Employee Stock Plan set
forth at Exhibit A.

Recommendation
- - --------------

The Board of Directors recommends a vote FOR the approval of
the amended and restated Employee Stock Plan as set forth at Exhibit A.

AMENDMENT AND RESTATEMENT OF THE
VISTA BOARD OF DIRECTORS STOCK PURCHASE PLAN
--------------------------------------------
(Item 4)

Reasons for the Amendment and Restatement
- - -----------------------------------------

The current format of the Directors Stock Plan became
effective also in 1988, the year in which Vista became the bank holding company
for Phillipsburg National Bank. Over the years,

<PAGE>

the shareholders have also supported this plan by approving an amendment to it
and the reservation of additional Vista shares for issuance under this plan.

As with the Employee Stock Plan, this plan is also in need of
a new format that is more consistent with current practice. Furthermore, Vista
would like to amend this plan to give the Executive Committee of the Board of
Directors more flexibility in its management of the plan by authorizing such
committee to amend, suspend or terminate this plan in its sole discretion. The
authority to reserve additional authorized but unissued shares for issuance
pursuant to this plan will remain with the shareholders. Under the current plan,
the Board of Directors has the authority to terminate or suspend the plan, but
not the authority to unilaterally amend the plan. All amendments must be
initially approved by the Board of Directors and then submitted to the
shareholders. This process is cumbersome (and expensive).

Therefore, on February 21, 1997, the Board of Directors
approved an amended and restated Directors Stock Plan, a copy of which is
attached and incorporated in its entirety into this proxy statement as Exhibit
B.

Required Vote
- - -------------

The affirmative vote of a majority of the outstanding Vista
shares is required to adopt the amended and restated Directors Stock Plan set
forth at Exhibit B.

Recommendation
- - --------------

The Board of Directors recommends unanimously a vote FOR the
approval of the amended and restated Directors Stock Plan as set forth at
Exhibit B.

AMENDMENT TO THE VISTA DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN
------------------------------------
(Item 5)

Reasons for the Amendment
- - -------------------------

As with the Employee Stock Plan and Directors Stock Plan,
Vista management would like to give its Board of Directors more flexibility in
the administration of the Dividend Reinvestment Plan. Under the current plan,
the Board of Directors may terminate or suspend this plan. However, in order to
revise or amend this plan, the Board of Directors must initially approve such
amendment and then the shareholders must approve the amendment by a two-thirds
vote of the outstanding Vista shares. This is also a cumbersome (and expensive)
process.

Therefore, on February 21, 1997, the Board of Directors
approved an amendment to Item 21 of the Dividend Reinvestment Plan to read as
follows:

<PAGE>

21. May the Plan be changed or
discontinued?

The Plan may be amended, suspended,
modified, or terminated by the Board of Directors at any time
without the approval of the Participants. Notice of any such
suspension or termination or material amendment or
modification will be sent to all Participants who shall, in
all events, have the right to withdraw from the Plan. No such
action will prejudice retroactively any interests of any
Participants.

Required Vote
- - -------------

The affirmative vote of two-thirds of the outstanding Vista
shares is required to approve this amendment to the Dividend Reinvestment Plan.

Recommendation
- - --------------

The Board of Directors recommends unanimously a vote FOR this
amendment to the Dividend Reinvestment Plan.

LEGAL PROCEEDINGS
-----------------

General
- - -------

In the opinion of the management of Vista, there are no
proceedings pending to which Vista and the Bank Subsidiaries are a party or to
which their property is subject, which, if determined adversely to Vista and the
Bank Subsidiaries would be material in relation to Vista's consolidated
undivided profits or financial condition. There are no proceedings pending other
than ordinary routine litigation incident to the business of Vista and the Bank
Subsidiaries. In addition, no material proceedings are pending or are known to
be threatened or contemplated against Vista and the Bank Subsidiaries by
government authorities.

Environmental Issues
- - --------------------

There are several federal and state statutes that govern the
obligations of financial institutions with respect to environmental issues.
Besides being responsible under such statutes for its own conduct, a bank also
may be held liable under certain circumstances for actions of borrowers or other
third parties on properties that collateralize loans held by the bank. Such
potential liability may far exceed the original amount of the loan made by the
bank. Currently, the Bank Subsidiaries are not parties to any pending legal
proceedings under any environmental statute nor are the Bank

<PAGE>

Subsidiaries aware of any circumstances that may give rise to liability to them
under any such statute.

ANNUAL REPORT
-------------

A copy of Vista's Annual Report for its fiscal year ended
December 31, 1996, is being mailed with this Proxy Statement. A representative
of Rudolph, Palitz LLP, the accounting firm which examined the financial
statements in the Annual Report, will attend the Annual Meeting. This
representative of Rudolph, Palitz LLP will have the opportunity to make a
statement, if he or she desires to do so, and will be available to respond to
any appropriate questions presented by shareholders at the Annual Meeting.

SHAREHOLDER PROPOSALS
---------------------

Any shareholder who, in accordance with and subject to the
provisions of the proxy rules of the SEC, wishes to submit a proposal for
inclusion in Vista's proxy statement for its 1998 Annual Meeting of Shareholders
must deliver such proposal in writing to the Secretary of Vista Bancorp, Inc. at
the principal executive offices of Vista at 305 Roseberry Street, Post Office
Box 5360, Phillipsburg, New Jersey 08865, not later than Wednesday, November 19,
1997.

OTHER MATTERS
-------------

The Board of Directors does not know of any matters to be
presented for consideration other than the matters described in the Notice of
Annual Meeting; but if any matters are properly presented, it is the intention
of the persons named in the accompanying Proxy to vote on such matters in
accordance with their judgment.

ADDITIONAL INFORMATION
----------------------

Upon written request of any shareholder, a copy of Vista's
report on Form 10-K for its fiscal year ended December 31, 1996, including the
financial statements and the schedules thereto, required to be filed with the
SEC, may be obtained without charge from Jill A. Pursell, Assistant Vice
President/Secretary, Vista Bancorp, Inc., 305 Roseberry Street, Post Office Box
5360, Phillipsburg, New Jersey 08865.

A copy of the Annual Disclosure Statement of The Phillipsburg
National Bank and Trust Company may be obtained, without charge from Stephen P.
Lefurge, Assistant Cashier and Assistant Controller, 305 Roseberry Street, Post
Office Box 5360, Phillipsburg, New Jersey 08865.

<PAGE>

A copy of the Annual Disclosure Statement of Twin Rivers
Community Bank may be obtained, without charge from V. Daniel Smoker, Assistant
Vice President, 2925 William Penn Highway, Easton, Pennsylvania 18042.

- - --------------------------------------------------------------------------------

Admittance to the Annual Meeting

In order to accommodate our shareholders, admission to the
Annual Meeting must be limited to shareholders, proxies, press and meeting
staff. A Welcome Desk will be set up to greet meeting attendees.

If you hold stock through a bank, broker or otherwise, please
be prepared to furnish an account statement from your bank or broker, a copy of
a proxy card mailed to you, or other proof of ownership of Vista Bancorp, Inc.
Common Stock.

- - --------------------------------------------------------------------------------

<PAGE>

EXHIBIT A

VISTA BANCORP, INC.
EMPLOYEE STOCK PURCHASE PLAN

ARTICLE I - PURPOSE

Vista Bancorp, Inc. Employee Stock Purchase Plan is intended to provide
employees of Vista Bancorp, Inc. and its subsidiaries the opportunity to acquire
ownership interests in the Corporation through an investment program. The
Corporation believes that ownership of its Common Stock will motivate employees
to improve their job performance, and enhance the financial results of the
Corporation. The Plan is intended to qualify as an "employee stock purchase
plan" under ss.423 of the Internal Revenue Code, and shall be constructed so as
to extend and limit participation in a manner consistent with the requirements
thereof.

ARTICLE II - DEFINITIONS

2.01 Board

"Board" shall mean the Board of Directors of Vista Bancorp, Inc.

2.02 Code

"Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

2.03 Commencement Date

"Commencement Date" shall mean the date on which annual Options are
granted.

2.04 Committee

"Committee" shall mean the members of the Executive Committee of the
Corporation.

2.05 Common Stock

"Common Stock" shall mean the Common Stock, par value $.50 per share,
of Vista Bancorp, Inc.

2.06 Corporation

"Corporation" shall mean Vista Bancorp, Inc., a New Jersey corporation,
and its Subsidiary Corporations.

A-1

<PAGE>

2.07 Employee

"Employee" shall mean any person who is employed by the Corporation for
more than one year and whose employment is 20 hours or more per week.

2.08 Option

"Option" shall mean an annual Option granted to purchase Common Stock
of the Corporation.

2.09 Subsidiary Corporation

"Subsidiary Corporation" shall mean any present or future corporation
that (i) is a "subsidiary corporation" of Vista Bancorp, Inc. as that
term is defined in ss.424 of the Code and (ii) is designated as a
participant in the Plan by the Committee at the effective date or
subsequently.

ARTICLE III - ELIGIBILITY AND PARTICIPATION

3.01 Initial Eligibility

Each Employee shall be eligible to participate in the Plan on or after
he becomes an Employee as defined in ss.2.07. Every Employee eligible for an
Option shall be entitled to exercise that Option for a period of not less than
one month after the date on which the Option is granted.

3.02 Restrictions on Participation

Notwithstanding any provisions of the Plan to the contrary, no Employee
shall participate in an Offering

(a) if, immediately after the Commencement Date, such Employee
would own stock, and/or hold outstanding options to purchase
stock, possessing 5% or more of the total combined voting
power or value of all classes of stock of the Corporation (for
purposes of this paragraph, the rules of ss.424(d) of the Code
shall apply in determining stock ownership of any Employee);or

(b) to the extent that his rights to purchase stock under all
employee stock purchase plans of the Corporation accrue at a
rate which exceeds $25,000 in fair market value of the stock
(determined at the time such Option is granted) for each
calendar year in which such Option is outstanding.

A-2

<PAGE>

3.03 Commencement of Participation

An eligible Employee may participate by completing an authorization for
payroll deduction form provided by the Corporation, and filing it with the
Corporation during the calendar months of March, June, September and December.
An eligible Employee may also participate by completing an exercise of Option
agreement and filing it with the Corporation along with their check payable to
the Corporation.

ARTICLE IV - GRANTING OF OPTIONS

4.01 Annual Options

Each Option granted will be equal to 8% of the Employees annualized
base salary earned by the Employee during the calendar year immediately
preceding the year in which the Options are granted.

4.02 Number of Option Shares

To determine the number of Option shares an Employee is allowed to
purchase, they must divide the Option price determined under ss.4.03 into their
Option total.

4.03 Option Price

The Option price of the Common Stock shall be the closing NASDAQ bid
price ("Plan Price Per Share") on the last business day of the second week in
February, May, August and November of each year, or, if there is no reported
trade on such day, then on the most recent day preceding such day (the "Price
Date"). If the Plan Price Per Share is below the book value per share as of the
last day of January, April, July and October preceding the respective Price
Date, then there will be no purchases of the shares of the Common Stock pursuant
to the Plan.

4.04 Employee's Interest in Option Stock

The Employee shall have no rights as a shareholder with respect to any
shares covered by his Option until the date on which the Corporation records the
transfer of stock pursuant to the Plan.

ARTICLE V - PAYROLL DEDUCTIONS

5.01 Amount of Deduction

The minimum deduction will be $5 per pay period and a maximum not to
exceed the total Employee Option.

A-3

<PAGE>

5.02 Employee's Account

Shares will be purchased on the last business day of the second week in
February, May, August, November and a final purchase on December 31. Each
employee's shareholder account will be credited with the number of whole shares
equal to the total amount deducted during the quarter. Any remaining fractional
balance will be held by the Corporation for the employee's account and applied
to the next quarter purchase.

5.03 Changes in Payroll Deductions

An Employee may file a new authorization for payroll deduction or alter
the amount of his current payroll deduction during the months of March, June,
September and December. An Employee may discontinue his payroll deduction under
the Plan at any time.

5.04 Leave of Absence

If an Employee goes on a leave of absence without pay, his deduction
will be suspended until he resumes his employment.

5.05 Withdrawal

An Employee may withdraw the full amount held for his account under the
Plan at any time by giving written notice to the Corporation. The balance held
for his account along with the fractional balance shall be paid to him promptly
after receipt of his notice of withdrawal, and no further deductions will be
made from his pay.

ARTICLE VI - EXERCISE OF OPTIONS

6.01 Exercise

Employees who do not elect payroll deduction may exercise portions of
their Option during the course of the calendar year in which such Option is
granted. Employees enrolled in payroll deduction may exercise any remaining
Option balance during the calendar year as long as total price paid of all
purchases does not exceed the total Option granted. All unexercised portions of
each Option shall expire on December 31 of the year in which such Option is
granted, or upon the termination of the Employee's employment with the
Corporation, whichever is earlier.

6.02 Delivery of Stock Certificate

The Corporation shall promptly record all acquisitions of stock
pursuant to the Plan on the shareholder account of each employee and shall
provide employees with appropriate documentation of such purchase. One
certificate will be issued during the first quarter of the following calendar
year for the total shares purchased through the Plan the preceding year.

A-4

<PAGE>

6.03 Transferability of Stock

Common Stock issued pursuant to the Plan shall not be transferable,
other than to the Employee's estate or by bequest or inheritance, or incident to
the Employee's divorce, for one year after the date of purchase. After one year
from the time the Option is exercised, the stock can be sold through the
securities exchange under which it is traded or can be transferred as requested
by the employee.

6.04 Registration of Stock

Common Stock to be delivered to an Employee under the Plan shall be
registered in the name of the Employee, or, if the Employee so directs by
written notice to the Corporation prior to the Option expiration date applicable
thereto, in the names of the Employee and one such other person as may be
designated by the Employee, as joint tenants with rights of survivorship or as
tenants by the entirety, to the extent permitted by applicable law.

ARTICLE VII - WITHDRAWAL

7.01 Termination of Employment

Upon the termination of an Employee's employment for any reason,
including retirement (but excluding death while in the employ of the
Corporation), all unexercised portions of each Option shall expire.

7.02 Termination of Employment due to Death

If an employee shall die while in the employ of the Corporation, the
Option may be exercised, subject to the condition that no Option shall be
exercisable after December 31 of the year in which such Option is granted, to
the extent that the employee's right to exercise such Option had accrued
pursuant to the Plan at the time of his death and had not previously been
exercised. The Option may be so exercised by the executors or administrators of
the employee or by any person or persons who shall have acquired the Option
directly from the employee by bequest or inheritance.

ARTICLE VIII - ADMINISTRATION

8.01 Rules Governing the Committee

The Plan shall be administered by the Executive Committee of Vista
Bancorp, Inc. The Committee shall select one of its members as Chairman, and
shall hold meetings at such times and places as it may determine. A majority of
the Committee at which a quorum is present, or acts reduced to or approved in
writing by a majority of the members of the Committee, shall be the valid acts
of the Committee.

A-5

<PAGE>

The interpretation and construction by the Committee of any provisions
of the Plan or of any Option granted under it shall be final unless otherwise
determined by the Board of Directors. No member of the Committee shall be liable
for any action or determination made in good faith with respect to the Plan or
any Option granted under it.

8.02 Indemnification of Executive Committee

In addition to such other right of indemnification as they may have as
members of the Committee, the members of the Committee shall be indemnified by
the Corporation against reasonable expenses, including attorneys' fees actually
and necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therefrom, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any Option granted thereunder, and against all
amounts paid by then in settlement thereof or paid by them in satisfaction of a
judgement in any such action, suite or proceeding, except in relation to matters
as to which it shall be adjudged in such action, suit or proceeding that such
Committee member is liable for gross negligence or misconduct in the performance
of his duties.

ARTICLE IX - MISCELLANEOUS

9.01 Transferability

No Option shall be transferable by the employee otherwise than by will
or the laws of descent and distribution.

9.02 Recapitalization

If, while any Options under the Plan are outstanding, the outstanding
shares of Common Stock have increased, decreased, changed into, or been
exchanged for a different number or kind of shares or securities of the
Corporation through reorganization, recapitalization, reclassification, stock
split, reverse stock split or similar transaction, appropriate and proportionate
adjustments may be made in the number and/or kind of shares which are subject to
purchase under outstanding Options and in the exercise price applicable to such
outstanding Options. In addition, in any such event, the number and/or kind of
shares which may be granted in the Options shall also be proportionately
adjusted.

9.03 Amendment and Termination

The Board shall have complete power and authority to terminate, amend
or suspend the Plan at any time without any requirement of shareholder approval
if the Board determines that such termination, amendment or suspension in the
best interest of the shareholders. No termination, amendment or suspension of
the Plan may, without the consent of an Employee than having an Option under the
Plan to purchase Common Stock, adversely affect the rights of such Employee.

A-6

<PAGE>

The Plan shall not be amended more than once annually, other than to conform
with changes in the Code or the rules thereunder.

9.04 No Employment Rights

The Plan does not, directly or indirectly, create in any Employee or
class of Employees any right with respect to continuation of employment by the
Corporation, and it shall not be deemed to interfere in any way with the
Corporation's right to terminate, or otherwise modify, an Employee's employment
at any time.

9.05 Application of Funds

The proceeds received by the Corporation from the sale of common stock
pursuant to Options will be used for general purposes.

A-7

<PAGE>

EXHIBIT B

VISTA BANCORP, INC.
DIRECTOR STOCK PURCHASE PLAN

ARTICLE I - PURPOSE

Vista Bancorp, Inc. Director Stock Purchase Plan is intended to provide
a simple and convenient method for members of the Board of Directors of Vista
Bancorp, Inc. and its subsidiaries to purchase shares of the Corporation in lieu
of receiving cash compensation for their services, as members of such Board, to
the Corporation or any subsidiary corporation.

ARTICLE II - DEFINITIONS

2.01 Board

"Board" shall mean the Board of Directors of Vista Bancorp, Inc.

2.02 Committee

"Committee" shall mean the members of the Executive Committee of the
Corporation.

2.03 Common Stock

"Common Stock" shall mean the Common Stock, par value $.50 per share,
of Vista Bancorp, Inc.

2.04 Corporation

"Corporation" shall mean Vista Bancorp, Inc., a New Jersey corporation,
and its Subsidiary Corporations.

2.05 Director

"Director" shall mean any person who is sits on the Board of Directors
of the Corporation and any subsidiary corporation.

2.06 Subsidiary Corporation

"Subsidiary Corporation" shall mean any present or future corporation
that (I) is a "subsidiary corporation" of Vista Bancorp, Inc. as that
term is defined in ss.424 of the Code

B-1

<PAGE>

and (ii) is designated as a participant in the Plan by the Committee at
the effective date or subsequently.

ARTICLE III - TERMS AND CONDITIONS

3.01 Initial Eligibility

All Directors of the Corporation are eligible to participate in the
Plan.

3.02 Commencement of Participation

The election to receive shares of Common Stock of the Corporation
pursuant to the Plan in lieu of a cash compensation must be made by the Director
by completing an authorization enrollment form provided by the Corporation.
prior to the date such compensation is to be paid by the Corporation or a
subsidiary corporation.

3.03 Number of Shares Issued

Each member of the Board may elect to receive his entire compensation
as a Director in the form of Common Stock of the Corporation. The number of
shares which may be purchased by such electing Director shall be determined by
computing a quotient, the numerator of which is the compensation payable to the
electing Director for services rendered to the Corporation or a subsidiary
corporation and the denominator of which is the closing NASDAQ bid price ("Plan
Price Per Share") on the last business day of the second week in February, May,
August and November of each year, or, if there is no reported trade on such day,
then on the most recent day preceding such day (the "Price Date").

If the Plan Price Per Share is below the book value per share as of the
last day of January, April, July and October preceding the respective Price
Date, then there will be no purchases of the shares of the Common Stock pursuant
to the Plan.

Each Director's shareholder account will be credited with the number of
whole shares equal to the total amount of his compensation. Fractional shares
will not be issued pursuant to the Plan, but each electing Director shall at
their election, receive the remaining fractional portion of the compensation
payment in the form of cash or check from the Corporation, or such remaining
fractional portion may be held on account and applied thereafter to purchase
shares pursuant to the Plan.

3.04 Rights as a Shareholder

The Director shall have no rights as a shareholder with respect to any
shares covered by his election until the date on which the Corporation records
the transfer of stock pursuant to the Plan.

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3.05 Withdrawal

A Director may withdraw from the Plan by giving written notice to the
Corporation. Any fractional balance held on account shall be paid to him
promptly after receipt of his notice of withdrawal.

3.06 Stock Certificates

The Corporation shall not be obligated to issue certificates with
respect to shares acquired pursuant to the Plan. The Corporation shall promptly
record all acquisitions of stock pursuant to the Plan on each shareholder
account and shall provide the Director with appropriate documentation of such
purchase. However, if the Director withdrawals from the Plan, he can request the
issuance of a certificate for the shares issued through the Plan.

3.07 Rules Governing the Committee

3.08 Indemnification of Committee

3.09 Amendment and Termination

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be amended more than once annually, other than to conform with changes in the
Code or the rules thereunder.

3.10 Application of Funds

The proceeds received by the Corporation from the sale of common stock
pursuant to the Plan will be used for general purposes.

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VISTA BANCORP, INC.
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 23, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Thomas J.
McGinley, F. Hughes Vliet and Bruce A. Jones and each and any of them, proxies
of the undersigned, with full power of substitution, to vote all of the shares
of Vista Bancorp, Inc. ("Vista") that the undersigned may be entitled to vote at
the Annual Meeting of Shareholders of Vista to be held at the Administrative
Offices of Vista, 305 Roseberry Street, Post Office Box 5360, Phillipsburg, New
Jersey 08865, on Wednesday, April 23, 1997, at 9:30 a.m., prevailing time, and
at any adjournment or postponement thereof as follows:

1. Election of three Class B directors.

[ ] FOR all nominees listed below
(except as marked to the contrary below)

[ ] WITHHOLD AUTHORITY to
vote on all nominees listed below

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)

Harold J. Curry, Dale F. Falcinelli and Barry L. Hajdu
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2. Ratification of the selection of Rudolph, Palitz LLP, Certified Public
Accountants, as the auditors of Vista for the year ending December 31,
1997.

[ ] FOR [ ] AGAINST

3. Approval of the amended and restated Vista Employee Stock Purchase
Plan.

[ ] FOR [ ] AGAINST

4. Approval of the amended and restated Vista Board of Directors Stock
Purchase Plan.

[ ] FOR [ ] AGAINST

5. Approval of the amendment to Item 21 of the Vista Dividend Reinvestment
and Stock Purchase Plan.

[ ] FOR [ ] AGAINST

6. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournment or
postponement thereof.

THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR ALL NOMINEES LISTED ABOVE AND FOR PROPOSALS 2,
3, 4 AND 5.

Dated _____________________________, 1997

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Signature(s)

[ ] PLEASE CHECK HERE IF YOU PLAN TO
ATTEND THE ANNUAL MEETING.

THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDER AND RETURNED PROMPTLY TO
VISTA IN THE ENCLOSED ENVELOPE. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE. IF MORE THAN ONE
TRUSTEE, ALL SHOULD SIGN. IF STOCK IS HELD JOINTLY, EACH OWNER MUST SIGN.