Exhibit 10.15

             Amendment No. 2 to Omega Employee Stock Ownership Plan

                           OMEGA FINANCIAL CORPORATION

                          EMPLOYEE STOCK OWNERSHIP PLAN

                      (Restated, Effective January 1, 1997)

                                 AMENDMENT NO. 2
                                    (EGTRRA)

      Omega Financial Corporation, a Pennsylvania corporation (the "Employer"),
hereby adopts this amendment to the Omega Financial Corporation Employee Stock
Ownership Plan ("Plan"). This amendment is adopted pursuant to Section 17.01 of
the Plan.

      1.    Section 1.16 of the Plan is hereby amended by adding the following
            Paragraph (f) to the end thereof:

                  "(f) Increase in Compensation Limit. Notwithstanding any
            provision of this Plan to the contrary, the annual compensation of
            each Participant taken into account in determining allocations for
            any Plan Year beginning after December 31, 2001, shall not exceed
            $200,000, as adjusted for cost-of-living increases in accordance
            with Section 401(a)(17)(B) of the Code. Annual compensation means
            Compensation during the Plan Year or such other consecutive 12-month
            period over which Compensation is otherwise determined under this
            Plan (the determination period). The cost-of-living adjustment in
            effect for a calendar year applies to annual compensation for the
            determination period that begins with or within such calendar year."

      2.    Article IV of the Plan is hereby amended by adding the following
            Sections to the end thereof:

            "Section 4.07 Modification of Top-Heavy Rules.

                  (a) Effective Date. This Section shall apply for purposes of
            determining whether this Plan is a top-heavy plan under Section
            416(g) of the Code for Plan Years beginning after December 31, 2001,
            and whether this Plan satisfies the minimum benefits requirements of
            Section 416(c) of the Code for such years.


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            (b)   Determination of Top-Heavy Status.

                  (1) Key Employee. Key Employee means any Employee or former
            Employee (including any deceased Employee) who at any time during
            the Plan Year that includes the Determination Date was an officer of
            the Employer having annual compensation greater than $130,000 (as
            adjusted under Section 416(i)(1) of the Code for Plan Years
            beginning after December 31, 2002), a 5-percent owner of the
            Employer, or a one percent owner of the Employer having annual
            compensation of more than $150,000. For this purpose, annual
            compensation means compensation within the meaning of Section
            415(c)(3) of the Code. The determination of who is a Key Employee
            will be made in accordance with Section 416(i)(1) of the Code and
            the applicable regulations and other guidance of general
            applicability issued thereunder.

                  (2) Determination of Present Values and Amounts. This
            Paragraph (b)(2) shall apply for purposes of determining the present
            values of accrued benefits and the amounts of Account balances of
            Employees as of the Determination Date.

                        (i) Distributions During Year Ending on the
                  Determination Date. The present values of accrued benefits and
                  the amounts of Account balances of an Employee as of the
                  Determination Date shall be increased by the distributions
                  made with respect to the Employee under this Plan and any plan
                  aggregated with this Plan under Section 416(g)(2) of the Code
                  during the 1-year period ending on the Determination Date. The
                  preceding sentence shall also apply to distributions under a
                  terminated plan which, had it not been terminated, would have
                  been aggregated with this Plan under Section 416(g)(2)(A)(i)
                  of the Code. In the case of a distribution made for a reason
                  other than separation from service, death, or disability, this
                  provision shall be applied by substituting "five-year period"
                  for "1-year period."

                        (ii) Employees Not Performing Services During Year
                  Ending on the Determination Date. The accrued benefits and
                  Accounts of any individual who has not performed services for
                  the Employer during the 1-year period ending on the
                  Determination Date shall not be taken into account.

                  (3) Minimum Benefits/Matching Contributions. Employer matching
            contributions shall be taken into account for purposes of satisfying
            the minimum contribution requirements of Section 416(c)(2) of the
            Code and this Plan. The preceding sentence shall apply with respect
            to matching contributions under this Plan or, if this Plan provides
            that the minimum contribution requirement shall be met in another
            plan, such other plan. Employer matching contributions that are used
            to satisfy the minimum contribution requirements shall be treated as
            matching contributions for purposes of the actual contribution
            percentage test and other requirements of Section 401(m) of the
            Code.

      Section 4.08 Additional Modification of Top-Heavy Rules. The top-heavy
requirements of Section 416 of the Code and Article IV of this Plan shall not
apply in any year beginning after December 31, 2001, in which this Plan consists
solely of a cash or deferred arrangement which meets the requirements of Section
401(k)(12) of the Code and matching contributions with respect to which the
requirements of Section 401(m)(11) of the Code are met."


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      3. Section 6.06(a) of the Plan is hereby amended by adding the following
unnumbered paragraphs to the end thereof: "Except to the extent permitted under
Section 414(v) of the Code, if applicable, the Annual Addition that may be
contributed or allocated to a Participant's Account under this Plan for any
Limitation Year beginning after December 31, 2001 shall not exceed the lesser
of: (i) $40,000, as adjusted for increases in the cost-of-living under Section
415(d) of the Code, or (ii) 100 percent of the Participant's compensation,
within the meaning of Section 415(c)(3) of the Code, for the Limitation Year.

            The compensation limit referred to in (ii) shall not apply to any
      contribution for medical benefits after separation from service (within
      the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is
      otherwise treated as an Annual Addition."

      4. Section 6.06(f) of the Plan is hereby amended by adding the following
unnumbered paragraph after the first paragraph thereof:

            "For purposes of the definition of compensation set forth above and
      in Section 1.16 (c), amounts under Code Section 125 include any amounts
      not available to a Participant in cash in lieu of group health coverage
      because the Participant is unable to certify that he/she has other health
      plan coverage. An amount will be treated as an amount under Code Section
      125 only if the Employer does not request or collect information regarding
      the Participant's other heath coverage as part of the enrollment process
      for the health plan. This subparagraph shall apply to Plan Years and
      limitation years beginning on and after January 1, 2002."

      5. Section 7.07(a)(3) of the Plan is hereby amended to read as follows:

            "(3) Pass Through of Cash Dividends.

                  (i) To the extent directed by the Plan Administrator, the
            Trustee shall deliver to each Participant, Beneficiary and Alternate
            Payee to whom an election is not provided under subparagraph (ii)
            below, within ninety (90) days of the end of the Plan Year in which
            such cash dividends are received, any cash dividends paid with
            respect to Company Stock held in the Company Stock Subaccount of
            that Participant, Beneficiary or Alternate Payee.

                  (ii) If permitted by the Plan Administrator with respect to a
            cash dividend paid in a Plan Year to the Plan on Company Stock held
            in the Company Stock Subaccount of a Participant, Beneficiary or
            Alternate Payee who is vested in his/her Company Stock Subaccount as
            of the first day of that Plan Year, such vested Participant,
            Beneficiary or Alternate Payee may elect to have such cash dividends
            (A) distributed in cash to him/her within ninety (90) days of the
            end of the Plan Year in which such cash dividends are received by
            the Plan or (B) reinvested in Company Stock as indicated in the
            election. Such Participant, Beneficiary or Alternate Payee shall be
            provided with an election within a reasonable period before the
            applicable cash dividend is to be paid or distributed to him/her and
            shall have a reasonable opportunity to change a dividend election at
            least annually. If such Participant, Beneficiary or Alternate Payee
            fails to timely complete and properly return an election, he/she
            shall be deemed to have elected to have the cash dividend reinvested
            in Company Stock as indicated in the election. Any Company Stock
            purchased pursuant to an election shall be credited to the Company
            Stock Subaccount of the Participant, Beneficiary and Alternate
            Payee, as applicable, and shall be fully vested at all times.

                  (iii) Also, as and to the extent so directed by the Plan
            Administrator, the Trustee shall deliver to each Participant,
            Beneficiary and Alternate Payee or shall credit to the Other Assets
            Subaccount of each Participant, Beneficiary and


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<PAGE>

            Alternate Payee, in either case within ninety (90) days of the end
            of the Plan Year in which such cash dividends are received, any cash
            dividends paid by the Company with respect to Company Stock held in
            the Stock Suspense Account."

      6. Section 7.07(c)(3)(ii) of the Plan is hereby amended to read as
follows:

            "Cash dividends (if not used to pay current obligations of the Fund
      pursuant to Paragraph (a)(1) of this Section) and stock dividends received
      by this Plan with respect to shares of Company Stock held in a suspense
      account which is not a Stock Suspense Account (such as forfeited shares
      held pending application thereof pursuant to the provisions of this Plan
      dealing with forfeitures generally) shall, after allocation of the
      forfeited shares of Company Stock to which such cash or stock dividends
      relate, be administered in the same manner as cash and stock dividends
      that are paid with regard to shares of Company Stock that have not been
      allocated to the Company Stock Subaccount of a Participant as a result of
      a forfeiture."

      7. Article XII of the Plan is hereby amended by adding the following
Section to the end thereof:

      "Section 12. 10 Direct Rollovers of Plan Distributions.

            (a) Effective Date. This Section shall apply to distributions made
      after December 31, 2001.

            (b) Modification of Definition of Eligible Retirement Plan. For
      purposes of the direct rollover provisions in Section 12.07 of this Plan,
      an Eligible Retirement Plan shall also mean an annuity contract described
      in Section 403(b) of the Code and an eligible plan under Section 457(b) of
      the Code which is maintained by a state, political subdivision of a state,
      or any agency or instrumentality of a state or political subdivision of a
      state and which agrees to separately account for amounts transferred into
      such plan from this Plan. The definition of Eligible Retirement Plan shall
      also apply in the case of a distribution to a surviving spouse, or to a
      spouse or former spouse who is the Alternate Payee under a qualified
      domestic relation order, as defined in Section 414(p) of the Code.

            (c) Modification of Definition of Eligible Rollover Distribution to
      Exclude Hardship Distributions. For purposes of the direct rollover
      provisions in Section 12.07 of this Plan, any amount that is distributed
      on account of hardship shall not be an Eligible Rollover Distribution and
      the distributee may not elect to have any portion of such a distribution
      paid directly to an Eligible Retirement Plan.

            (d) Modification of Definition of Eligible Rollover Distribution to
      Include After-tax Employee Contributions. For purposes of the direct
      rollover provisions in Section 12.07 of this Plan, a portion of a
      distribution shall not fail to be an Eligible Rollover Distribution merely
      because the portion consists of after-tax employee contributions which are
      not includible in gross income. However, such portion may be transferred
      only to an individual retirement account or annuity described in Section
      408(a) or (b) of the Code, or to a qualified defined contribution plan
      described in Section 401(a) or 403(a) of the Code that agrees to
      separately account for amounts so transferred, including separately
      accounting for the portion of such distribution which is includible in
      gross income and the portion of such distribution which is not so
      includible."

      8. Article XII of the Plan is hereby amended by adding the following
Section to the end thereof:


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<PAGE>

      "Section 12.11 Minimum Distribution Requirements (Section 401(a)(9) Final
and Temporary Regulations (2002)).

      (a)   General Rules.

            (1) Effective Date. The provisions of this Section shall apply for
      purposes of determining required minimum distributions for calendar years
      beginning with the 2003 calendar year as well as required minimum
      distributions for the 2002 distribution calendar year that are made on or
      after the date of this amendment. The provisions of this Section shall not
      be construed as establishing an optional form of benefit or require the
      purchase of an annuity if such form is not otherwise provided under the
      terms of this Plan.

            (2) Coordination with Minimum Distribution Requirements Previously
      in Effect. If Paragraph (a)(1) specifies an effective date of this Section
      that is earlier than calendar years beginning with the 2003 calendar year,
      required minimum distributions for 2002 under this Section will be
      determined as follows. If the total amount of 2002 required minimum
      distributions under this Plan made to the distributee prior to the
      effective date of Paragraph (a)(1) equals or exceeds the required minimum
      distributions determined under this Section, then no additional
      distributions will be required to be made for 2002 on or after such date
      to the distributee. If the total amount of 2002 required minimum
      distributions under this Plan made to the distributee prior to the
      effective date of this Section is less than the amount determined under
      this Section, then required minimum distributions for 2002 on and after
      such date will be determined so that the total amount of required minimum
      distribution for 2002 made to the distributee will be the amount
      determined under this Section.

            (3) Precedence. The requirements of this Section shall take
      precedence over any inconsistent provisions of this Plan.

            (4) Requirements of Treasury Regulations Incorporated. All
      distributions required under this Section shall be determined and made in
      accordance with the Treasury regulations under Section 401(a)(9) of the
      Code.

            (5) TEFRA Section 242(b)(2) Elections. Notwithstanding the other
      provisions of this Section, distributions may be made under a designation
      made before January 1, 1984, in accordance with Section 242(b)(2) of the
      Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of
      this Plan that relate to Section 242(b)(2) of TEFRA.

      (b)   Time and Manner of Distribution.

            (1) Required Beginning Date. A Participant's entire interest will be
      distributed, or begin to be distributed, to the Participant no later than
      the Participant's Required Beginning Date.

            (2) Death of Participant Before Distributions Begin. If a
      Participant dies before distributions begin, a Participant's entire
      interest shall be distributed to the designated beneficiary by December 31
      of the calendar year containing the fifth (5th) anniversary of the
      Participant's death. If the Participant's surviving Spouse is the
      Participant's sole designated beneficiary and the surviving Spouse dies
      after the Participant but before distributions to either the Participant
      or the surviving Spouse begin, this Paragraph will apply as if the
      surviving Spouse were the Participant.

            (3) Forms of Distribution. Unless a Participant's interest is
      distributed in the form of an annuity purchased from an insurance company
      or in a single sum on or before the Required Beginning Date, as of the
      first distribution calendar year distributions shall be made in accordance
      with Paragraphs (c) and


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<PAGE>

      (d) of this Section. If the Participant's interest is distributed in the
      form of an annuity purchased from an insurance company, distributions
      thereunder will be made in accordance with the requirements of Section
      401(a)(9) of the Code and the Treasury regulations.

      (c)   Required Minimum Distributions During Participant's Lifetime.

            (1) Amount of Required Minimum Distribution for Each Distribution
      Calendar Year. If this Plan provides for a form of benefit other than a
      single-sum distribution (or is required to provide such other form of
      benefit as a result of a transfer of assets to this Plan), during a
      Participant's lifetime, the minimum amount that will be distributed for
      each distribution calendar year is the lesser of:

                  (i) The quotient obtained by dividing the Participant's
            account balance by the distribution period in the Uniform Lifetime
            Table set forth in Section 1.401(a)(9)-9 of the Treasury
            regulations, using the Participant's age as of the Participant's
            birthday in the distributions calendar year; or

                  (ii) If the Participant's sole designated beneficiary for the
            distribution calendar year is the Participant's Spouse, the quotient
            obtained by dividing the Participant's account balance by the number
            in the Joint and Last Survivor Table set forth in Section
            1.401(a)(9)-9 of the Treasury regulations, using the Participant's
            and Spouse's attained ages as of the Participant's and Spouse's
            birthdays in the distributions calendar year.

            (2) Lifetime Required Minimum Distributions Continue Through Year of
      Participant's Death. Required minimum distributions shall be determined
      under this Paragraph (c) beginning with the first distributions calendar
      year and up to and including the distributions calendar year that includes
      the Participant's date of death.

      (d)   Required Minimum Distributions After Participant's Death.

                        (1) Death On or After Date Distributions Begin.

                  (i) Participant Survived by Designated Beneficiary. If a
            Participant dies on or after the date distributions begin and there
            is a designated beneficiary, the minimum amount that will be
            distributed for each distribution calendar year after the year of
            the Participant's death is the quotient obtained by dividing the
            Participant's account balance by the longer of the remaining life
            expectancy of the Participant or the remaining life expectancy of
            the Participant's designated beneficiary, determined as follows:

                  The Participant's remaining life expectancy is calculated
                  using the age of the Participant in the year of death, reduced
                  by one for each subsequent year.

                  If the Participant's surviving Spouse is the Participant's
                  sole designated beneficiary, the remaining life expectancy of
                  the surviving Spouse is calculated for each distribution
                  calendar year after the year of the Participant's death using
                  the surviving Spouse's age as of the Spouse's birthday in that
                  year. For distribution calendar years after the year of the
                  surviving Spouse's death, the remaining life expectancy of the
                  surviving Spouse is calculated using the age of the surviving
                  Spouse as of the Spouse's birthday in the calendar year of the
                  Spouse's death, reduced by one for each subsequent calendar
                  year.


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<PAGE>

                  If the Participant's surviving Spouse is not the Participant's
                  sole designated beneficiary, the designated beneficiary's
                  remaining life expectancy is calculated using the age of the
                  beneficiary in the year following the year of the
                  Participant's death, reduced by one for each subsequent year.

                        (2) No Designated Beneficiary. If a Participant dies on
                  or after the date distributions begin and there is no
                  designated beneficiary as of September 30 of the year after
                  the year of the Participant's death, the minimum amount that
                  will be distributed for each distribution calendar year after
                  the year of the Participant's death is the quotient obtained
                  by dividing the Participant's account balance by the
                  Participant's remaining life expectancy calculated using the
                  age of the Participant in the year of death, reduced by one
                  for each subsequent year.

            (2) Death Before Date Distributions Begin. If a Participant dies
      before the day distributions begin, distribution of the Participant's
      entire interest shall be completed by December 31 of the calendar year
      containing the fifth (5th) anniversary of the Participant's death.

      (e)   Definitions.

            (1) Designated Beneficiary. The individual who is designated as the
      Beneficiary under Article I of this Plan and is the designated beneficiary
      under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of
      the Treasury regulations.

            (2) Distribution Calendar Year. A calendar year for which a minimum
      distribution is required. For distributions beginning before the
      Participant's death, the first distribution calendar year is the calendar
      year immediately preceding the calendar year which contains the
      Participant's Required Beginning Date. For distributions beginning after
      the Participant's death, the first distribution calendar year is the
      calendar year in which distributions are required to begin under
      Subparagraph (b)(2). The required minimum distribution for the
      Participant's first distribution calendar year will be made on or before
      the Participant's Required Beginning Date. The required minimum
      distribution for other distribution calendar years, including the required
      minimum distribution for the distribution calendar year in which the
      Participant's Required Beginning Date occurs, will be made on or before
      December 31 of that distribution calendar year.

            (3) Life Expectancy. Life expectancy as computed by use of the
      Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.


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            (4) Participant's Account Balance. The account balance as of the
      last valuation date in the calendar year immediately preceding the
      distribution calendar year (valuation calendar year) increased by the
      amount of any contributions made and allocated or forfeitures allocated to
      the account balance as of dates in the valuation calendar year after the
      valuation date and decreased by distributions made in the valuation
      calendar year after the valuation date. The account balance for the
      valuation calendar year includes any amounts rolled over or transferred to
      the Plan either in the valuation calendar year or in the distribution
      calendar year if distributed or transferred in the valuation calendar
      year. (5) Required Beginning Date. The date specified in Article I of this
      Plan."

      9. This amendment of the Plan is adopted to reflect certain provisions of
the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). This
amendment is intended as good faith compliance with the requirements of EGTRRA
and is to be construed in accordance with EGTRRA and guidance issued thereunder.
Except as otherwise provided, this amendment shall be effective as of the first
day of the Plan Year beginning after December 31, 2001. 10. This amendment shall
supersede the provisions of the Plan to the extent those provisions are
inconsistent with the provisions of this amendment.

      IN WITNESS WHEREOF, and as evidence of the adoption of this amendment, the
Employer has caused the same to be executed and attested by its duly authorized
officers this 28th day of October, 2002.

ATTEST:                                   OMEGA FINANCIAL CORPORATION


              /s/ David N. Thiel          By: /s/ David B. Lee
                   Secretary              Title: Chairman and CEO


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