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FORM 10-K
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the transition period from __________________ to __________________
 Commission file number 0-13599
 Omega Financial Corporation
  Pennsylvania
    
    25-1420888(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)366 Walker Drive, State College, PA
    
    16801(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code:
    
    (814) 231-7680
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, par value $5.00
    
    The NASDAQ Stock Market LLC
 None
 o þ
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer þNon-accelerated
filer o (Do not check if a smaller
reporting company)
    
    Smaller reporting company o
 o þ
    1




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(1)
    
    The aggregate dollar amount of the voting stock set forth equals the number of shares of the
registrants common stock outstanding, reduced by the amount of common stock held by officers,
directors, shareholders owning in excess of 10% of the registrants common stock and the
registrants employee benefit plans multiplied by the last reported sale price for the registrants
common stock on June 29, 2007, the last business day of the registrants most recently completed
second fiscal quarter. The information provided shall in no way be construed as an admission that
any officer, director or more than 10% shareholder of the registrant, or any employee benefit plan,
may be deemed an affiliate of the registrant or that such person or entity is the beneficial owner
of the shares reported as being held by such person or entity, and any such inference is hereby
disclaimed. The information provided herein is included solely for record keeping purposes of the
Securities and Exchange Commission. 2




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##### 



PART IItem 1
    
    Business
    
    
    4Item 1A
    
    Risk Factors
    
    
    11Item 1B
    
    Unresolved Staff Comments
    
    
    15Item 2
    
    Properties
    
    
    15Item 3
    
    Legal Proceedings
    
    
    17Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    
    17PART IIItem 5
    
    Market for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
    
    
    17Item 6
    
    Selected Financial Data
    
    
    18Item 7
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    18Item 7A
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    18Item 8
    
    Financial Statements and Supplementary Data
    
    
    18Item 9
    
    Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
    
    
    18Item 9A
    
    Controls and Procedures
    
    
    18Item 9B
    
    Other Information
    
    
    19PART IIIItem 10
    
    Directors, Executive Officers and Corporate Governance
    
    
    19Item 11
    
    Executive Compensation
    
    
    21Item 12
    
    Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
    
    
    22Item 13
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    22Item 14
    
    Principal Accounting Fees and Services
    
    
    23PART IVItem 15
    
    Exhibits, Financial Statement Schedules
    
    
    24SIGNATURES
    
    
    28EXHIBIT INDEX
    
    
    29Description of Directors and Named Executive Officers CompensationAnnual Report to Shareholders for the year ended December 31, 2007Subsidiaries of Omega Financial CorporationConsent of Ernst & Young LLPCertification of Chief Executive OfficerCertification of Chief Financial OfficerCertification of Chief Executive Officer and Chief Financial Officer, pursuant to Section 906
  3




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Item 1:     Business
 GENERAL
    4




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BANKING SERVICES
        5




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OTHER ACTIVITIES
       Beacon Life Insurance Company, an Arizona corporation for the purpose of providing credit
life and disability insurance. Beacon Life Insurance Company was merged with Central
Pennsylvania Life Insurance Company on December 31, 2004;Sun Bancorp Statutory Trust I, a wholly owned Connecticut corporation, for the purpose of
issuing trust preferred securities through a pooled trust preferred program;Sun Investment Services, Inc. offers mutual funds and annuity products to Omegas customers;SUBI Services, LLC,an employee services company, solely owned by the Bank. SUBI Services
LLC is not currently an active subsidiary;Mid-Penn Insurance Associates, an independent insurance agency, to diversify the financial
services available to Omegas customers;Bank Capital Services Corporationprovides leasing alternatives to Omegas customers and
also services leases for several other financial institutions;Sentry Trust Companyprovides trust and wealth management services for clients throughout
central Pennsylvania. Sentry Trust Company was sold on September 15, 2006.
 COMPETITION
   6




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SUPERVISION AND REGULATION
  The Company
     7




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Omega Bank
  8




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Capital
Regulation.
    Other.
 Gramm-Leach-Bliley Act
  9




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USA Patriot Act
   Sarbanes-Oxley Act of 2002
  10




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NATIONAL MONETARY POLICY
   EMPLOYEES
  ADDITIONAL INFORMATION
       
 Item 1A. Risk Factors
  11




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We may be adversely affected by changes in economic and political conditions and by
governmental monetary and fiscal policies.
  Changes in interest rates could adversely affect our financial condition and results of
operations.
  Most of our loans are secured by real estate located in our market area. If there is a
downturn in our real estate market, these borrowers may default on their loans and we may not be
able to fully recover our loans.
  We are exposed to risk of environmental liabilities with respect to properties to which we
take title.
  12




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The geographic concentration of our operations in central and northeastern Pennsylvania makes
our business highly susceptible to local economic conditions, and an economic downturn or recession
in Pennsylvania may adversely affect our ability to operate profitably.
  
    
    an increase in loan delinquencies;
    
    an increase in problem assets and foreclosures;
    
    a decrease in the demand for our products and services; and
    
    a decrease in the value of collateral for loans, especially real estate, and reduction in the customers borrowing power.
  We are subject to federal and state regulation and the monetary policies of the Federal
Reserve Board. Such regulation and policies can have a material adverse effect on our earnings and
prospects.
  We have established an allowance for loan losses based on our managements estimate. Actual
losses could differ significantly from those estimates. If the allowance is not adequate, it could
have a material adverse effect on our earnings and the price of our stock.
  Competition with a number of local, regional and national financial institutions for customers
could adversely affect our profitability
  13




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Our information systems may experience an interruption or breach in security, which could
result in a loss of business.
  We continually encounter technological change, and, if we are unable to develop and implement
efficient and customer friendly technology, we could lose business.
  There can be no assurance that we will continue to pay dividends in the future.
  An investment in our common stock is not insured against loss.
  There is not presently an active market for shares of our common stock, and, therefore, you
may be unable to sell any shares of common stock in the event that you need a source of liquidity.
  14




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Our success depends on members of our senior management team and if we are not able
to retain them, it could have a materially adverse effect on us.
  Continuing as an independent organization would be difficult if the pending merger between
Omega Financial Corporation and FNB Corporation does not occur.
   
 Item 1B. Unresolved Staff Comments
  
 Item 2: Properties
  Omega Bank
                      15




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##### Table of Contents



218 - 224 Allegheny Street, Hollidaysburg, PA
113 West Allegheny Street, Martinsburg, PA (ATM)
215 High Street, Williamsburg, PA
1567 East Pleasant Valley Boulevard, Altoona, PA (ATM)
430 East 25th Avenue, Altoona, PA (ATM)
431 Penn Street, Huntingdon, PA
16-20 East Shirley Street, Mount Union, PA (ATM)
Main Street, Alexandria, PA
911 Church Street, Saxton, PA
8th and Main Street, Saxton, PA (ATM only)
14th and Moore Streets, Huntingdon, PA (ATM)
2 South Market Street, Selinsgrove, PA (ATM)
108 West Pine Street, Selinsgrove, PA (ATM Only)
2625 N. Susquehanna Trail, Shamokin Dam, PA (ATM)
Market and Plum Streets, New Berlin, PA (ATM)
11 South Second Street, Sunbury, PA (ATM)
Route 522 and Dock Hill Road, Middleburg, PA (ATM)
300 Main Street, Watsontown, PA (ATM)
96 Duke Street, Northumberland, PA (ATM)
311 Market Street, Lewisburg, PA (ATM)
40 Bellefonte Avenue, Lock Haven, PA (ATM)
349 Main Street, Mill Hall, PA
10 South Market Street, Shamokin, PA (ATM)
35 East Main Street, Nanticoke, PA (ATM)
46 South Mountain Boulevard, Mountain Top, PA (ATM)
2378 State Route 118, Hunlock Creek, PA (ATM)
639 South Main Street, Wilkes Barre, PA (ATM) (closing April 30, 2008)
120 Highland Park Boulevard, Wilkes Barre, PA (ATM)
90 Maynard Street, Williamsport, PA (ATM)
2131 West Fourth Street, Williamsport, PA (ATM)
3155 Lycoming Creek Road, Williamsport, PA (ATM Only)
2 South Main Street, Hughesville, PA (ATM)
301 Broad Street, Montoursville, PA (ATM)
  Branches
 460 Westerly Parkway, State College, PA (ATM)
1811 South Atherton Street, State College, PA (ATM) building owned, land leased.
1667 North Atherton Street, State College, PA (ATM) building owned, land leased.
366 East College Avenue, State College, PA (ATM Only)
Routes 45 and 144, Centre Hall, PA (ATM) building owned, land leased.
520 Third Avenue, Duncansville, PA (ATM)
3014 Pleasant Valley Boulevard, Altoona, PA (ATM)
98 Nason Drive, Roaring Spring, PA (ATM)
5812 Sixth Avenue, Altoona, PA (ATM) building owned, land leased.
1402 Logan Avenue, Tyrone, PA (ATM) building owned, land leased.
Morrisons Cove Home, 429 South Market Street, Martinsburg, PA
Westminster Woods, 360 Westminster Woods Drive, Huntingdon, PA
Foxdale Village, 500 Marylyn Avenue, State College, PA
205 Park Place, Bellefonte, PA (ATM) (Closing April 30, 2008)
5th and Penn Streets, Huntingdon, PA (ATM)
7409 Westbranch Highway, Lewisburg, PA (ATM)
814 Westminster Drive, Williamsport, PA (ATM) (Closing April 30, 2008)
 ATMs
 Weis Shopping Plaza, Mifflintown, PA
414 East College Avenue, State College, PA
Penns Cave, Penns Cave Road, Centre Hall, PA 16




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Interstate 80 Exit 147 and Route 144, Snow Shoe, PA
Martin General Store, Route 22, Alexandria, PA
Martin General Store, 300 High Street, Williamsburg, PA
Service Mart of Mifflin, 2 Mowery Street, Mifflin, PA
Loganton Country Store, 21 East Main Street, Loganton, PA
A Plus Convenience Store, 522 Allegheny St., Hollidaysburg, PA
Lewistown Hospital, 400 Highland Ave., Lewistown, PA
284 Hogan Boulevard, Lock Haven, PA
Dunkin Donuts, 859 New Berwick Highway, Bloomsburg, PA
1 College Avenue, Williamsport, PA
Dunkin Donuts, Routes 11 and 15, Hummels Wharf, PA
Dunkin Donuts, Route 15, Lewisburg, PA
Susquehanna University, Selinsgrove, PA
Variety Stop, 15 East Main Street, Glen Lyon, PA
Pump N Pantry, Routes 118 and 29, Hunlock Creek, PA
Brodart, 500 Arch Street, Williamsport, PA
Pump N Pantry, Montrose, PA
Pump N Pantry, 620 State Route 29 South, Tunkhannock, PA
Pump N Pantry, Exit 230 Interstate 80, Great Bend, PA
Pump N Pantry, Exit 233, New Milford, PA
Pump N Pantry, 58 North Main Street, Lawrenceville, PA
Pump N Pantry, 1 North Main Street, Tioga, PA
Pump N Pantry, State Route 307, Lake Winola, PA
Pump N Pantry Exit 211 Interstate 80, Kingsley, PA
Pump N Pantry, 622 State Route 6 West, Tunkhannock, PA
Pump N Pantry, Route 11, Nicholson, PA
Pump N Pantry, 114 N German Street, Dushore, PA
Pump N Pantry, RR2 Box 3360, Canton, PA
Pump N Pantry, 1229 West Main Street, Stroudsburg, PA


Other
   Item 3: Legal Proceedings   Item 4:
Submission of Matters to a Vote of Security Holders  
   Item 5:
Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities    17




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Item 6: Selected Financial Data
  
 Item 7: Managements Discussion and Analysis of Financial Condition and Results of
Operations
  
 Item 7A: Quantitative and Qualitative Disclosures about Market Risk
  
 Item 8: Financial Statements and Supplementary Data
  
 Item 9: Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
  
 Item 9A: Controls and Procedures
  Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  18




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Item 9B.     Other Information
  Named Executive Officer
    
    2008 Annual Salary
    
    
    2007 BonusDonita R. Koval,
    
    $
    321,360
    
    
    $
    131,064President and Chief Executive Officer
of Omega and Omega BankDaniel L. Warfel,
    
    $
    240,900
    
    
    $
    100,584Executive Vice President and Chief
Financial Officer of Omega and Omega
BankDavid S. Runk,
    
    $
    174,552
    
    
    $
    73,152Executive Vice President of Omega and
Executive Vice President and Chief
Operating Officer of Omega Bank
 
  
 Item 10:     Directors, Executive Officers and Corporate Governance
  19




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Name
    
    Age
    
    PositionDaniel L. Warfel
    
    
    61
    
    
    Executive Vice President and Chief Financial
Officer of Omega since 1987; Executive Vice
President of Omega Bank since 1983.David S. Runk
    
    
    44
    
    
    Executive Vice President of the Company since
June 2005; Executive Vice President and Chief
Operating Officer of Omega Bank since June
2005; Executive Vice President and Chief
Financial Officer of Kishacoquillas Bancorp,
Inc from March 1994 to June 2005.
 20




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Code of Ethics
  
 Item 11:
Executive Compensation
  21




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Item 12: Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
   (c)Number of securities(a)
    
    
    (b)
    
    
    remaining availableNumber of securities
    
    
    Weighted-average
    
    
    for future issuanceto be issued upon
    
    
    exercise price of
    
    
    under equityexercise of
    
    
    outstanding
    
    
    compensation plansoutstanding options,
    
    
    options, warrants
    
    
    (excluding securitiesPlan Category
    
    warrants and rights
    
    
    and rights
    
    
    reflected in column (a))Equity compensation plans
approved by security
holders
    
    
    441,187
    
    
    $
    33.24
    
    
    
    1,697,715
    (1)Equity compensation plans
not approved by security
holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    441,187
    
    
    $
    33.24
    
    
    
    1,697,715
    (1)
  
 Item 13:
Certain Relationships and Related Transactions, and Director Independence
  22




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Item 14:
Principal Accounting Fees and Services
  23




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Item 15:     Exhibits, Financial Statement Schedules
  Financial Statements
 
 
 
 
   Financial Statement Schedules
 Exhibits
filed pursuant to Item 601 of Regulation S-K
 Number
    
    Title2.1(14)
    
    Agreement and Plan of Merger with Sun Bancorp2.2(20)
    
    Agreement and Plan of Merger with FNB Corporation3.1(1)
    
    Amended and Restated Articles of Incorporation of Omega3.2(4)
    
    Articles of Amendment to the Amended and Restated Articles of
Incorporation.3.3(7)
    
    Articles of Amendment to the Amended and Restated Articles of
Incorporation3.4(22)
    
    Articles of Amendment to the Amended and Restated Articles of Incorporation3.5(18)
    
    Amended and Restated By-Laws of Omega*10.2(2)
    
    Peoples (now Omega) Stock Option Plan (1986).*10.2(5)
    
    Amendment No. 1 to Stock Option Plan (1986).*10.3(3)
    
    Omega Executive Incentive Compensation Plan.10.4(5)
    
    Purchase Agreement (with Exhibits) between Omega and Mid-State
Bank & Trust Company (Mid-State).
 24




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Number
    
    Title10.5(5)
    
    Assignment of Promissory Note from Omega to Mid-State together with
$5,000,000 Secured Promissory Note of Omega Financial Corporation Employee
Stock Ownership Plan Trust (ESOP Trust).10.6(5)
    
    Pledge and Security Agreement between Omega and the ESOP Trust.10.7(5)
    
    Mortgage from Omega to Mid-State.*10.8(6)
    
    1994 Stock Option Plan for Non-Employee Directors*10.9(7)
    
    Directors Deferred Compensation Agreements for Peoples National Bank
and Omega Financial Corporation*10.10(8)
    
    1996 Employee Stock Option Plan*10.11(9)
    
    Omega Bank, National Association Amended and Restated Salary
Continuation Agreement with David B. Lee*10.12(9)
    
    Omega Bank, National Association Salary Continuation Agreement with Daniel Warfel*10.13(10)
    
    Omega Financial Corporation Employee Stock Ownership Plan (Restated
Effective January 1, 1997)*10.14 (11)
    
    Amendment No. 1 to Omega Employee Stock Ownership Plan*10.15 (11)
    
    Amendment No. 2 to Omega Employee Stock Ownership Plan*10.16 (11)
    
    Amendment No. 3 to Omega Employee Stock Ownership Plan*10.17 (11)
    
    Amendment No. 4 to Omega Employee Stock Ownership Plan*10.18 (12)
    
    Severance Agreement by and between Omega Financial Corporation and
Daniel L. Warfel*10.19 (12)
    
    Severance Agreement by and between Omega Financial Corporation and
Donita R. Koval*10.20(12)
    
    First Amendment to the Omega Bank, National Association Amended
and Restated Salary Continuation Agreement with David B. Lee*10.21 (12)
    
    Employment Agreement with David B. Lee*10.22 (12)
    
    First Amendment to the Omega Bank, National Association Amended
and Restated Salary Continuation Agreement with Daniel L. Warfel*10.23 (12)
    
    Omega Bank, National Association Salary Continuation Agreement with Donita Koval*10.24(19)
    
    Employment Agreement with Maureen Bufalino*10.25
    
    Description of Directors and Executive Officers Compensation (filed
herewith)*10.26(16)
    
    First Amendment to Employment Agreement with David B. Lee*10.27(14)
    
    2004 Stock Option Plan for Non-Employee Directors
 25




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Number
    
    Title*10.28(17)
    
    2006 Equity Incentive Plan*10.29(19)
    
    First Amendment to Salary Continuation Agreement for Donita Koval*10.30(19)
    
    Second Amendment to Salary Continuation Agreement for Daniel Warfel*10.31(21)
    
    Amendment to Severance Agreement for Donita Koval*10.32(21)
    
    Amendment to Severance Agreement for Daniel Warfel*10.33(21)
    
    Amended and Restated Salary Continuation Agreement for Donital Koval*10.34(21)
    
    Amended and Restated Salary Continuation Agreement for Daniel Warfel*10.35(23)
    
    Form of Restricted Stock
Unit13.1
    
    Annual Report to Shareholders for the year ended December 31, 2007 (such
report, except for those portions expressly incorporated by reference in
this Annual Report on Form 10-K, is furnished for the information of the
Commission and is not to be deemed filed as part of this Report).14.1(19)
    
    Omega Financial Corporation Code of Ethics and Comprehensive Insiders
Activities Policy21.1
    
    Subsidiaries of Omega Financial Corporation (filed herewith)23.1
    
    Consent of Ernst & Young LLP (filed herewith)31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) Rule
15(d)-14(a) of the Securities Exchange Act of 1934, as amended (filed
herewith)31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) Rule
15(d)-14(a) of the Securities Exchange Act of 1934, as amended (filed
herewith)32.1
    
    Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. (filed herewith)
 
 *
    
    Indicates management contract or compensatory plan, contract or arrangement.(1)
    
    Incorporated by reference from Omegas (formerly Peoples) Annual Report on Form 10-K
for the year ended December 31, 1986.(2)
    
    Incorporated by reference from Omegas (formerly Peoples Registration Statement on Form
S-4 (File No. 33-9045).(3)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended
December 31, 1988.(4)
    
    Incorporated by reference from Omegas Quarterly Report on Form 10-Q for the period
ended June 30, 1990.(5)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended
December 31, 1990.(6)
    
    Incorporated by reference from Omegas Registration Statement on Form S-8 (Registration
No. 33-82214).(7)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended
December 31, 1994. 26




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(8)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended
December 31, 1995.(9)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended
December 31, 2000.(10)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended
December 31,2001.(11)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended
December 31, 2002.(12)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended
December 31, 2003.(13)
    
    Incorporated by reference from an exhibit to Omegas Current Report on Form 8-K filed on
April 21, 2004.(14)
    
    Incorporated by reference from Appendix C to Omegas Proxy Statement relating to the
2004 Annual Meeting of Shareholders filed on March 15, 2004.(15)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended
December 31, 2004.(16)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended
December 31, 2005(17)
    
    Incorporated by reference from an exhibit to Omegas Current Report on Form 8-K filed on
May 1, 2006.(18)
    
    Incorporated by reference from an exhibit to Omegas Current Report on Form 8-K filed on
September 28, 2006.(19)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended
December 31, 2006.(20)
    
    Incorporated by reference from an exhibit to FNB Corporations Current Report on Form 8-K
filed on November 9, 2007.(21)
    
    Incorporated by reference from an exhibit to Omegas Current Report on Form 8-K filed on
November 14, 2007.(22)
    
    Incorporated by reference from an exhibit to Omegas Current Report on Form 8-K filed on
January 28, 2008.(23)
    
    Incorporated by reference from an exhibit to Omegas
Quarterly Report on Form 10-Q for the period ended
March 31, 2007. 27




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SIGNATURES
  OMEGA FINANCIAL CORPORATIONDate: 03/17/2008
    By:
    /s/ Donita R. KovalDonita R. KovalPresident and Chief Executive Officer  Signatures
    
    Title
    
    Date/s/ Donita R. Koval

Donita R. Koval
    
    President and
Chief Executive Officer and
Director (Principal Executive
Officer)
    
    03/17/2008/s/ Daniel L. Warfel

Daniel L. Warfel
    
    Executive Vice President and
Chief Financial Officer (Principal
Financial Officer)
    
    03/17/2008/s/ Teresa M. Ciambotti

Teresa M. Ciambotti
    
    Senior Vice President and Controller
(Principal Accounting Officer)
    
    03/17/2008/s/ Carl H. Baxter

Carl H. Baxter
    
    Director
    
    03/17/2008/s/ Maureen M. Bufalino

Maureen M. Bufalino
    
    Director
    
    03/17/2008/s/ Philip E. Gingerich

Philip E. Gingerich
    
    Director
    
    03/17/2008/s/ Jodi L. Green

Jodi L. Green
    
    Director
    
    03/17/2008/s/ Robert A. Hormell

Robert A. Hormell
    
    Director
    
    03/17/2008/s/ Stephen M. Krentzman

Stephen M. Krentzman
    
    Director
    
    03/17/2008/s/ David B. Lee

David B. Lee
    
    Director
    
    03/17/2008/s/ D. Stephen Martz

D. Stephen Martz
    
    Director
    
    03/17/2008/s/ Stanton R. Sheetz

Stanton R. Sheetz
    
    Director
    
    03/17/2008/s/ Robert A. Szeyller

Robert A. Szeyller
    
    Director
    
    03/17/2008/s/ Dennis J. Van Benthuysen

Dennis J. Van Benthuysen
    
    Director
    
    03/17/2008
 28




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10.25
    
    Description of Directors and Named Executive Officers
Compensation
    
    
    3813.1
    
    Annual Report to Shareholders for the year ended
December 31, 2007 (such report, except for those
portions expressly incorporated by reference in
this Annual Report on Form 10-K, is furnished for
the information of the Commission and is not to be
deemed filed as part of this Report)
    
    
    4121.1
    
    Subsidiaries of Omega Financial Corporation
    
    
    5223.1
    
    Consent of Ernst & Young LLP
    
    
    5331.1
    
    Certification of Chief Executive Officer pursuant to
Rule 13a-14(a) Rule 15(d)-14(a) of the Securities Exchange
Act of 1934, as amended
    
    
    5431.2
    
    Certification of Chief Financial Officer pursuant to
Rule 13a-14(a) Rule 15(d)-14(a) of the Securities Exchange
Act of 1934, as amended
    
    
    5532.1
    
    Certification of Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
    
    56
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Exhibit 13.1
 Annual Report to Shareholders
 Financial Statement Schedules
 Exhibits filed pursuant to Item 601 of Regulation S-K
 Number
    
    Title2.1(14)
    
    Agreement and Plan of Merger with Sun Bancorp2.2(20)
    
    Agreement and Plan of Merger with FNB Corporation3.1(1)
    
    Amended and Restated Articles of Incorporation of Omega3.2(4)
    
    Articles of Amendment to the Amended and Restated Articles of Incorporation.3.3(7)
    
    Articles of Amendment to the Amended and Restated Articles of Incorporation3.4(22)
    
    Articles of Amendment to the Amended and Restated Articles of Incorporation3.5(18)
    
    Amended and Restated By-Laws of Omega*10.2(2)
    
    Peoples (now Omega) Stock Option Plan (1986).*10.2(5)
    
    Amendment No. 1 to Stock Option Plan (1986).*10.3(3)
    
    Omega Executive Incentive Compensation Plan.10.4(5)
    
    Purchase Agreement (with Exhibits) between Omega and Mid-State Bank & Trust
Company (Mid-State).10.5(5)
    
    Assignment of Promissory Note from Omega to Mid-State together with $5,000,000
Secured Promissory Note of Omega Financial Corporation Employee Stock Ownership Plan
Trust (ESOP Trust).10.6(5)
    
    Pledge and Security Agreement between Omega and the ESOP Trust.10.7(5)
    
    Mortgage from Omega to Mid-State.*10.8(6)
    
    1994 Stock Option Plan for Non-Employee Directors*10.9(7)
    
    Directors Deferred Compensation Agreements for Peoples National Bank and Omega Financial Corporation*10.10(8)
    
    1996 Employee Stock Option Plan*10.11(9)
    
    Omega Bank, National Association Amended and Restated Salary Continuation Agreement with David B. Lee
 30




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##### Table of Contents



Number
    
    Title*10.12(9)
    
    Omega Bank, National Association Salary Continuation Agreement with Daniel Warfel*10.13(10)
    
    Omega Financial Corporation Employee Stock Ownership Plan (Restated Effective January 1, 1997)*10.14(11)
    
    Amendment No. 1 to Omega Employee Stock Ownership Plan*10.15(11)
    
    Amendment No. 2 to Omega Employee Stock Ownership Plan*10.16(11)
    
    Amendment No. 3 to Omega Employee Stock Ownership Plan*10.17(11)
    
    Amendment No. 4 to Omega Employee Stock Ownership Plan*10.18(12)
    
    Severance Agreement by and between Omega Financial Corporation and Daniel L. Warfel*10.19(12)
    
    Severance Agreement by and between Omega Financial Corporation and Donita R. Koval*10.20(12)
    
    First Amendment to the Omega Bank, National Association Amended and Restated Salary Continuation
Agreement with David B. Lee*10.21(12)
    
    Employment Agreement with David B. Lee*10.22(12)
    
    First Amendment to the Omega Bank, National Association Amended and Restated Salary Continuation
Agreement with Daniel L. Warfel*10.23(12)
    
    Omega Bank, National Association Salary Continuation Agreement with Donita Koval*10.24(19)
    
    Employment Agreement with Maureen Bufalino*10.25
    
    Description of Directors and Executive Officers Compensation (filed herewith)*10.26(16)
    
    First Amendment to Employment Agreement with David B. Lee*10.27(14)
    
    2004 Stock Option Plan for Non-Employee Directors*10.28(17)
    
    2006 Equity Incentive Plan*10.29(19)
    
    First Amendment to Salary Continuation Agreement for Donita Koval*10.30(19)
    
    Second Amendment to Salary Continuation Agreement for Daniel Warfel*10.31(21)
    
    Amendment to Severance Agreement for Donita Koval*10.32(21)
    
    Amendment to Severance Agreement for Daniel Warfel*10.33(21)
    
    Amended and Restated Salary Continuation Agreement for Donital Koval
 31




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##### Table of Contents



Number
    
    Title*10.34(21)
    
    Amended and Restated Salary Continuation Agreement for Daniel Warfel*10.35(23)
    
    Form of Restricted Stock Unit13.1
    
    Annual Report to Shareholders for the year ended December 31, 2007 (such report, except for those
portions expressly incorporated by reference in this Annual Report on Form 10-K, is furnished for the
information of the Commission and is not to be deemed filed as part of this Report).14.1(19)
    
    Omega Financial Corporation Code of Ethics and Comprehensive Insiders Activities
Policy21.1
    
    Subsidiaries of Omega Financial Corporation (filed herewith)23.1
    
    Consent of Ernst & Young LLP (filed herewith)31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) Rule
15(d)-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith)31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) Rule
15(d)-14(a) of the Securities Exchange Act of 1934, as amended (filed
herewith)32.1
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to
18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (filed
herewith)
 
 *
    
    Indicates management contract or compensatory plan, contract or
arrangement.(1)
    
    Incorporated by reference from Omegas (formerly Peoples) Annual Report
on Form 10-K for the year ended December 31, 1986.(2)
    
    Incorporated by reference from Omegas (formerly Peoples Registration
Statement on Form S-4 (File No. 33-9045).(3)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the
year ended December 31, 1988.(4)
    
    Incorporated by reference from Omegas Quarterly Report on Form 10-Q for
the period ended June 30, 1990.(5)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the
year ended December 31, 1990.(6)
    
    Incorporated by reference from Omegas Registration Statement on Form S-8
(Registration No. 33-82214).(7)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the
year ended December 31, 1994.(8)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the
year ended December 31, 1995.(9)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the
year ended December 31, 2000.(10)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended
December 31, 2001.(11)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended
December 31, 2002. 32




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##### Table of Contents



(12)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended
December 31, 2003.(13)
    
    Incorporated by reference from an exhibit to Omegas Current Report on Form 8-K filed
on April 21, 2004.(14)
    
    Incorporated by reference from Appendix C to Omegas Proxy Statement relating to the
2004 Annual Meeting of Shareholders filed on March 15, 2004.(15)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended
December 31, 2004.(16)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended
December 31, 2005(17)
    
    Incorporated by reference from an exhibit to Omegas Current Report on Form 8-K filed
on May 1, 2006.(18)
    
    Incorporated by reference from an exhibit to Omegas Current Report on Form 8-K filed
on September 28, 2006.(19)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the
year ended December 31, 2006.(20)
    
    Incorporated by reference from an exhibit to FNB Corporations Current Report on Form
8-K filed on November 9, 2007.(21)
    
    Incorporated by reference from an exhibit to Omegas Current Report on Form 8-K filed
on November 14, 2007.(22)
    
    Incorporated by reference from an exhibit to Omegas Current Report on Form 8-K filed
on January 28, 2008.(23)
    
    Incorporated by reference from an exhibit to Omegas
Quarterly Report on Form 10-Q for the period ended
March 31, 2007. 33