Exhibit 10.24
Employment Agreement with Maureen M. Bufalino

                              EMPLOYMENT AGREEMENT

      Agreement made this 9th day of January, 2006, by and between Omega
Financial Corporation, a financial holding company organized under the laws of
the Commonwealth of Pennsylvania ("Bank") and Maureen Bufalino, an individual
("Bufalino").

BACKGROUND

      Bufalino is currently employed by the Bank in the position of Regional
President. Effective January 16, 2006, Bufalino has decided to relinquish her
full-time role as Regional President, at which time she will remain as a
Consultant with the Corporate Title of Regional President. The Bank desires to
retain the services of Bufalino pursuant to the provisions of this Agreement, to
which Bufalino is agreeable.

      NOW, THEREOF, in consideration of the mutual covenants and agreements
herein contained, and intended to be legally bound hereby, the parties agree as
follows:

      1.    Duties. During the Term (as hereafter defined), Bufalino shall be
            used as necessary to assist with business development. She will
            remain on the Board of Directors of Omega Bank and Omega Financial
            Corporation for the term of her last election, with re-election
            subject to Board governance. During the Term, Bufalino shall act in
            the best interest of the Bank and Omega's other subsidiaries and use
            her best efforts to promote the profitable growth of the Bank and
            Omega's other subsidiaries.

      2.    Term. The term of this Agreement shall commence on January 16, 2006
            and ending on the earliest of the following dates (hereafter called
            the "Term"): (a) the date Bufalino dies or becomes permanently
            disabled (i.e., upon her failure to render services of the character
            which she had previously rendered to the Bank, because of her
            physical or mental illness or other incapacity beyond her control;
            (b) termination of Bufalino's employment with the Bank for cause (as
            hereinafter defined); (c) termination of Bufalino's employment
            without cause (in which case Bufalino shall be entitled to severance
            payments as described in Section 4(b) hereof); (d) mutual agreement
            of the Bank and Bufalino; or (e) on January 15, 2007. For purposes
            of this Agreement, the term "cause" shall mean (i) indictment or
            conviction of Bufalino for any felony; or (ii) a request by any bank
            regulatory authority for Bufalino's dismissal due to her violation
            of any banking laws or regulations; or (iii) dereliction of duty,
            gross negligence, insubordination, disparagement of the Bank or its
            products or services, substance abuse, fraud, misconduct or
            disclosure of confidential information; or (iv) Bufalino's failure
            or refusal to comply with the written policies or directives of the
            Bank's Board of Directions, provided Bufalino fails to cure such
            non-compliance within five days after receiving written notice from
            the Bank's Board of Directors specifying such non-compliance or
            misconduct.

      3.    Base Compensation. During the Term, Bufalino shall receive a base
            salary of $56,000 per year payable in accordance with the Bank's
            payroll practices applicable to its others employees.


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      4.    Other Benefits.

            (a)   Bufalino will be provided membership to the Westmoreland Club.

            (b)   Bufalino will be provided use of a company car.

            (c)   The Bank shall have the right to terminate Bufalino's
                  employment without cause during the Term, in which case
                  Bufalino shall be entitled to severance payments from the date
                  of such termination until the earlier of (the "Severance
                  Payment Period") of the following dates: (i) January 15, 2007;
                  (ii) the date Bufalino becomes permanently disabled (i.e.,
                  upon her failure to render service of the character which she
                  had previously rendered to the Bank, because of her physical
                  or mental illness or other capacity.) The payments during the
                  Severance Payment Period shall be equal to the base annual
                  salary Bufalino is entitled to under Section 3 hereof, pro
                  rated in accordance with the length of the Severance Payment
                  Period, and payable as provided in Section 3 hereof.

      5.    Withholding. The Bank may withhold from any salary or benefits
            payable under this Agreement all federal, state, city or other taxes
            as shall be required pursuant to any law or governmental regulation
            or ruling.

      6.    Confidentiality and Non-Competition. All payments to Bufalino under
            this Agreement shall be subject to Bufalino's compliance with the
            provisions of this Section 6. If Bufalino fails to comply with such
            provisions, her right to any future payments under this Agreement
            shall terminate and the Bank's obligations under this Agreement to
            make such payments and provide such benefits shall cease.

            (a)   Bufalino covenants and agrees that she will not, during the
                  Term of her employment or at any time thereafter, except with
                  the express prior written consent of the Bank or pursuant to
                  the lawful order of any judicial or administrative agency of
                  government, directly or indirectly, disclose, communicate or
                  divulge to any person, or use for the benefit of any person,
                  any knowledge or information with respect to the conduct or
                  details of the Bank's business which she, acting reasonably,
                  believes or should believe to be of a confidential nature and
                  the disclosure of which not be in the Bank's interest.

            (b)   Bufalino covenants and agrees that she will not, during the
                  Term of her employment period and for a period of one year
                  thereafter, except with the express written consent of the
                  Bank, directly or indirectly, whether as an employee, owner,
                  partner, consultant, agent, director, officer, shareholder or
                  in any other capacity, engage in or assist any person to
                  engage in any act or action which she, acting reasonably,
                  believes or should believe would be harmful or inimical to the
                  interests of the Bank.

            (c)   Bufalino covenants and agrees that she will not, during the
                  Term of her employment and for a period of one year
                  thereafter, except with the express written consent of the
                  Bank, in any capacity (including, but not limited to, owner,
                  partner, shareholder, consultant, agent, employee, officer,
                  director or otherwise), directly or indirectly for her own
                  account or for the benefit of any person, engage or
                  participate in or otherwise be connected with any commercial
                  bank, savings bank, credit union or commercial loan originator


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<PAGE>

                  (where similar or dissimilar to the foregoing) which grants
                  loans or credit facilities to persons in Luzerne County,
                  Pennsylvania.

            (d)   The parties agree that any breach by Bufalino of any of the
                  covenants or agreements contained in Section 6 will result in
                  irreparable injury to the Bank for which money damages would
                  not adequately compensate the Bank and, therefore, in the
                  event of any such breach, the Bank shall be entitled (in
                  addition to any other rights and remedies which it may have at
                  law or in equity) to have an injunction issued by any
                  competent court enjoining and restraining Bufalino and/or any
                  person involved therein from continuing such breach. The
                  existence of any claim or cause of action, which Bufalino may
                  have against the Bank or any other person, shall not
                  constitute a defense or bar to the enforcement of such
                  covenants or agreements. In the event of the breach of Section
                  6(b) or section 6(c) hereof, the one year period contained
                  therein shall be extended for the period of such breach and
                  for the period of any litigation concerning such breach, such
                  extended period to commence on the later of (i) the date of
                  final court order (without further right of appeal)
                  acknowledging the validity of such Section 6(b) or Section
                  6(c) or (ii) the last day of the Term.

            (e)   If any portion of the covenants or agreements contained in
                  this Section 6, or the application hereof, is construed to be
                  invalid or unenforceable, the other portions of such
                  covenant(s) or agreement(s) or the application thereof shall
                  not be affected and shall be given full force and effect,
                  without regard to the invalid or unenforceable portions, to
                  the fullest extent possible. If any covenant or agreement in
                  this Section 6 is held unenforceable because of the area
                  covered, the duration thereof, or the scope thereof, then the
                  court making such determination shall have the power to reduce
                  the area and/or duration and/or limit the scope thereof, and
                  the covenant or agreement shall then be enforceable in its
                  reduced form.

            (f)   For purposes of this Section 6, the term "the Bank" shall
                  include the Bank and Omega, any successor to the Bank under
                  Section 7 hereof, and all present and future direct and
                  indirect subsidiaries and affiliates of the Bank or Omega.

      7.    Successors and Assigns. This Agreement shall inure to the benefit of
            and be binding upon any corporate or other successor of the Bank
            which will acquire, directly or indirectly, by merger,
            consolidation, purchase, or otherwise, all or substantially all of
            the assets of the Bank, and shall otherwise inure to the benefit of
            and be binding upon the parties hereto and their respective heirs,
            executors, administrators, successors and assigns. Nothing in the
            Agreement shall preclude the Bank from consolidation or merger into
            or with or transferring all or substantially all of its assets to
            another person. In that event, such other person shall assume this
            Agreement and all obligations of the Bank hereunder. Upon such a
            consolidation, merger, or transfer of assets and assumption, the
            term "the Bank" as used herein, shall mean such other person and
            this Agreement shall continue in full force and effect.

      8.    Waivers Not to be Continued. Any waiver by a party of any breach of
            this Agreement by another party shall not be construed as a
            continuing waiver or as a consent to any subsequent breach by the
            other party.


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      9.    Notices. All notices, requests, demands and other communications
            hereunder shall be in writing and shall be deemed to have been duly
            given if delivered by hand (including recognized courier service) or
            mailed, certified or registered mail, return receipt requested, with
            postage prepaid, to the following addresses or to such other address
            as either party may designate by like notice:

                  A.    If to Bufalino, to:
                        Maureen Bufalino
                        41 White Tail Drive
                        Dallas, PA 18612

                  B.    If to the Bank, to:
                        Donita Koval Omega Bank
                        366 Walker Drive
                        State College, PA 16801

            And to such other or  additional  person or persons as either  party
      shall have designated to the other party in writing by like notice.

      10.   Jurisdiction. Bank and Bufalino hereby consent to the exclusive
            jurisdiction of the Courts of Common Pleas of Centre County,
            Pennsylvania in any and all actions arising hereunder and
            irrevocably consent to service of process as set forth in Section 9
            hereof.

      11.   General Provisions.

            (a)   This Agreement constitutes the entire agreement between the
                  parties with respect to the subject matter hereof, and
                  supersedes and replaces all prior agreements between the
                  parties. No amendment, supplement, waiver or termination
                  (other than terminations for breach) of any of the provisions
                  hereof shall be effective unless in writing and signed by the
                  party against whom it is sought to be enforced. Any written
                  amendment, supplement, waiver or termination hereof executed
                  by the Bank and Bufalino shall be binding upon them and upon
                  all other persons, without the necessity of securing the
                  consent of any other person and no person shall be deemed to
                  be a third party beneficiary under this Agreement.

            (b)   The term "person" as used in this Agreement means a natural
                  person, joint venture, corporation, limited liability company,
                  sole proprietorship, trust, estate, partnership, cooperative,
                  association, non-profit organization or any other legally
                  cognizable entity.

            (c)   This Agreement may be executed in one or more counterparts,
                  each of which shall be deemed an original, but all of which
                  taken together shall constitute one and the same Agreement.

            (d)   No failure on the part of any party hereto to exercise and no
                  delay in exercising any right, power or remedy hereunder shall
                  operate was a waiver thereof, nor shall any single or partial
                  exercise of any right, power or remedy hereunder preclude any
                  other or further exercise thereof or the exercise of any other
                  rights, power or remedy.


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            (e)   The headings of the sections of the Agreement have been
                  inserted for convenience of reference only and shall in no way
                  restrict or modify any of the terms or provisions thereof.

            (f)   This Agreement shall be governed and construed and the legal
                  relationships of the parties determined in accordance with the
                  laws of the Commonwealth of Pennsylvania applicable to
                  contracts executed and to be performed solely in the
                  Commonwealth of Pennsylvania. The legal principle that
                  ambiguities are construed against the drafter of a document
                  shall not be applicable to this document.

            (g)   Nothing contained herein shall be construed to require the
                  Bank to violate applicable law, including, but not limited to,
                  applicable banking laws and regulations, and all obligations
                  of the Bank under this Agreement shall be deemed to be
                  qualified accordingly.

                                             OMEGA FINANCIAL CORPORATION


Attest:   /s/ Christina K. Marshall          By:  /s/ Donita R. Koval
        -----------------------------           --------------------------------
          Christina K. Marshall                   Donita R. Koval


Attest:   /s/ Colleen Manning                By:  /s/ Maureen Bufalino
        -----------------------------           --------------------------------
          Colleen Manning                         Maureen Bufalino


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