EXHIBIT 10.29

                           Omega Financial Corporation

                         1996 EMPLOYEE STOCK OPTION PLAN


      1.    Purpose of Plan

            The purpose of the 1996 Employee Stock Option Plan (the "Plan") is
to provide additional incentive to officers and other key employees of Omega
Financial Corporation ("Omega") and each present or future parent or subsidiary
corporation by encouraging them to invest in shares of Omega's common stock,
$5.00 par value ("Common Stock"), and thereby acquire a proprietary interest in
Omega and an increased personal interest in Omega's continued success and
progress, to the mutual benefit of officers, employees and shareholders.

      2.    Aggregate Number of Shares

            1,000,000 shares of Omega's Common Stock shall be the aggregate
number of shares which may be issued under this Plan. Notwithstanding the
foregoing, in the event of any change in the outstanding shares of the Common
Stock of Omega by reason of a stock dividend, stock split, combination of
shares, recapitalization, merger, consolidation, transfer of assets,
reorganization, conversion or what the Compensation Committee (defined in
Section 4(a)), deems in its sole discretion to be similar circumstances, the
aggregate number and kind of shares which may be issued under this Plan shall be
appropriately adjusted in a manner determined in the sole discretion of the
Compensation Committee. Reacquired shares of Omega's Common Stock, as well as
unissued shares, may be used for the purpose of this Plan. Common Stock of Omega
subject to options which have terminated unexercised, either in whole or in
part, shall be available for future options granted under this Plan.

      3.    Class of Persons Eligible to Receive Options; Limitations

            All officers and key employees of Omega and of any present or future
Omega parent or subsidiary corporation are eligible to receive an option or
options under this Plan. The individuals who shall, in fact, receive an option
or options shall be selected by the Compensation Committee, in its sole
discretion, except as otherwise specified in Section 4 hereof. During the term
of this Plan, no optionee under this Plan shall be entitled to be granted
options to purchase shares of Omega's Common Stock in excess of the total number
of shares set forth in Section 2 of this Plan (as adjusted pursuant to Section
2).

      4.    Administration of Plan

            (a) This Plan shall be administered by the Compensation Committee
("Committee") appointed by Omega's Board of Directors. The Committee shall
consist of a minimum of two and a maximum of seven members of the Board of
Directors, each of whom shall be a "disinterested person" within the meaning of
Rule 16b-3(c)(2)(i) under the Securities Exchange Act of 1934, as amended, or
any future corresponding rule. The Committee shall, in addition to its other
authority and subject to the provisions of this Plan, determine which
individuals shall in fact be granted an option or options, whether the option
shall be an Incentive Stock Option or a Non-Qualified Stock Option (as such
terms are defined in Section 5(a)), the number of shares to be subject to each
of the options, the time or times at which the options shall be granted, the
rate of option exercisability, and, subject to Section 5 hereof, the price at
which each of the options is exercisable and the duration of the option.

            (b) The Committee shall adopt such rules for the conduct of its
business and administration of this Plan as it considers desirable. A majority
of the members of the Committee shall constitute a quorum for all purposes. The
vote or written consent of a majority of the members of the Committee on a
particular matter shall constitute the act of the Committee on such matter. The
Committee shall have the right to construe the Plan and the options issued
pursuant to it, to correct defects and


                                       22
<PAGE>

omissions and to reconcile inconsistencies to the extent necessary to effectuate
the Plan and the options issued pursuant to it, and such action shall be final,
binding and conclusive upon all parties concerned. No member of the Committee or
the Board of Directors shall be liable for any act or omission (whether or not
negligent) taken or omitted in good faith, or for the exercise of an authority
or discretion granted in connection with the Plan to a Committee or the Board of
Directors, or for the acts or omissions of any other members of a Committee or
the Board of Directors. Subject to the numerical limitations on Committee
membership set forth in Section 4(a) hereof, the Board of Directors may at any
time appoint additional members of the Committee and may at any time remove any
member of the Committee with or without cause. Vacancies in the Committee,
however caused, may be filled by the Board of Directors, if it so desires.

      5.    Incentive Stock Options and Non-Qualified Stock Options

            (a) Options issued pursuant to this Plan may be either Incentive
Stock Options granted pursuant to Section 5(b) hereof or Non-Qualified Stock
Options granted pursuant to Section 5(c) hereof, as determined by the Committee.
An "Incentive Stock Option" is an option which satisfies all of the requirements
of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") and
the regulations thereunder, and a "Non-Qualified Stock Option" is an option
which either does not satisfy all of those requirements or the terms of the
option provide that it will not be treated as an Incentive Stock Option. The
Committee may grant both an Incentive Stock Option and a Non-Qualified Stock
Option to the same person, or more than one of each type of option to the same
person. The option price for Incentive Stock Options issued under this Plan
shall be equal at least to the fair market value (as defined below) of Omega's
Common Stock on the date of the grant of the option. The option price for
Non-Qualified Stock Options issued under this Plan may, in the sole discretion
of the Compensation Committee, be less than the fair market value of Omega's
Common Stock on the date of the grant of the option. The fair market value of
Omega's Common Stock on any particular date shall mean it's fair market value as
of such date as determined by the Committee in accordance with it's
interpretation of the requirements of Section 422 of the Code and the
regulations thereunder.

            (b) Subject to the authority of the Committee set forth in Section
4(a) hereof, Incentive Stock Options issued pursuant to this Plan shall be
issued substantially in the form set forth in Appendix I hereof, which form is
hereby incorporated by reference and made a part hereof, and shall contain
substantially the terms and conditions set forth therein. Incentive Stock
Options shall not be exercisable after the expiration of ten years from the date
such options are granted, unless terminated earlier under the terms of the
option. At the time of the grant of an Incentive Stock Option hereunder, the
Committee may, in its discretion, amend or supplement any of the option terms
contained in Appendix I for any particular optionee, provided that the option as
amended or supplemented satisfies the requirements of Section 422 of the Code
and the regulations thereunder. Each of the options granted pursuant to this
Section 5(b) is intended, if possible, to be an "Incentive Stock Option" as that
term is defined in Section 422 of the Code and the regulations thereunder. In
the event this Plan or any option granted pursuant to this Section 5(b) is in
any way inconsistent with the applicable legal requirements of the Code or the
regulations thereunder for an Incentive Stock Option, this Plan and such option
shall be deemed automatically amended as of the date hereof to conform to such
legal requirements, if such conformity may be achieved by amendment.

            (c) Subject to the authority of the Committee set forth in Section
4(a) hereof, Non-Qualified Stock Options issued pursuant to this Plan shall be
issued substantially in the form set forth in Appendix II hereof, which form is
hereby incorporated by reference and made a part hereof, and shall contain
substantially the terms and conditions set forth therein. Non-Qualified Stock
Options shall expire ten years and 10 days after the date they are granted,
unless terminated earlier under the option terms. At the time of granting a
Non-Qualified Stock Option hereunder, the Committee may, in its discretion,
amend or supplement any of the option terms contained in Appendix II for any
particular optionee.

            (d) Neither Omega nor any of its current or future parent,
subsidiaries or affiliates, nor their officers, directors, shareholders, stock
option plan committees, employees or agents shall have any liability to any
optionee in the event (i) an option granted pursuant to Section 5(b) hereof does
not qualify as an "Incentive Stock Option" as that term is used in Section 422
of the Code and the regulations thereunder; (ii) any optionee does not obtain
the tax treatment pertaining to an Incentive Stock Option; or (iii) any option
granted pursuant to Section 5(c) hereof is an "Incentive Stock Option."



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<PAGE>

      6.    Amendment, Supplement, Suspension and Termination

            Options shall not be granted pursuant to this Plan after the
expiration of ten years from the date the Plan is adopted by the Board of
Directors of Omega. The Board of Directors reserves the right at any time, and
from time to time, to amend or supplement this Plan in any way, or to suspend or
terminate it, effective as of such date, which date may be either before or
after the taking of such action, as may be specified by the Board of Directors;
provided, however, that such action shall not affect options granted under the
Plan prior to the actual date on which such action occurred. If an amendment or
supplement of this Plan is required by the Code or the regulations thereunder to
be approved by the shareholders of Omega in order to permit the granting of
"Incentive Stock Options" (as that term is defined in Section 422 of the Code
and regulations thereunder) pursuant to the amended or supplemented Plan, such
amendment or supplement shall also be approved by the shareholders of Omega in
such manner as is prescribed by the Code and the regulations thereunder. If the
Board of Directors voluntarily submits a proposed amendment, supplement,
suspension or termination for shareholder approval, such submission shall not
require any future amendments, supplements, suspensions or terminations (whether
or not relating to the same provision or subject matter) to be similarly
submitted for shareholder approval.

      7.    Effectiveness of Plan

            This Plan shall become effective on the date of its adoption by
Omega's Board of Directors, subject however to approval by the holders of
Omega's Common Stock in the manner as prescribed in the Code and the regulations
thereunder. Options may be granted under this Plan prior to obtaining
shareholder approval, provided such options shall not be exercisable until
shareholder approval is obtained.

      8.    General Conditions

            (a) Nothing contained in this Plan or any option granted pursuant to
this Plan shall confer upon any employee the right to continue in the employ of
Omega or any affiliated or subsidiary corporation or interfere in any way with
the rights of Omega or any affiliated or subsidiary corporation to terminate his
employment in any way.

            (b) Corporate action constituting an offer of stock for sale to any
employee under the terms of the options to be granted hereunder shall be deemed
complete as of the date when the Committee authorizes the grant of the option to
the employee, regardless of when the option is actually delivered to the
employee or acknowledged or agreed to by him.

            (c) The terms "parent corporation" and "subsidiary corporation" as
used throughout this Plan, and the options granted pursuant to this Plan, shall
(except as otherwise provided in the option form) have the meaning that is
ascribed to that term when contained in Section 422(b) of the Code and the
regulations thereunder, and Omega shall be deemed to be the grantor corporation
for purposes of applying such meaning.

            (d) References in this Plan to the Code shall be deemed to also
refer to the corresponding provisions of any future United States revenue law.

            (e)   The use of the masculine  pronoun shall include the feminine
gender whenever appropriate.




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<PAGE>



                                   APPENDIX I

                             INCENTIVE STOCK OPTION


To:

                                      Name



                                     Address

Date of Grant: ___________




      You are hereby granted an option, effective as of the date hereof, to
purchase __________ shares of common stock, $5.00 par value ("Common Stock"), of
Omega Financial Corporation ("Omega") at a price of $____ per share pursuant to
Omega's 1996 Employee Stock Option Plan (the "Plan").

      Your option may first be exercised on and after one year from the date of
grant, but not before that time. On and after one year and prior to ten years
from the date of grant, your option may be exercised for up to 100% of the total
number of shares subject to the option minus the number of shares previously
purchased by exercise of the option (as adjusted for any change in the
outstanding shares of the Common Stock of Omega by reason of a stock dividend,
stock split, combination of shares, recapitalization, merger, consolidation,
transfer of assets, reorganization, conversion or what the Compensation
Committee deems in its sole discretion to be similar circumstances). No
fractional shares shall be issued or delivered. This option shall terminate and
is not exercisable after ten years from the date of its grant (the "Scheduled
Termination Date"), except if terminated earlier as hereafter provided.

      In the event of a "change of control" (as hereafter defined) of Omega,
your option may, from and after the date of the change of control, and
notwithstanding the foregoing paragraph, be exercised for up to 100% of the
total number of shares then subject to the option minus the number of shares
previously purchased upon exercise of the option (as adjusted for any change in
the outstanding shares of the Common Stock of Omega by reason of a stock
dividend, stock split, combination of shares, recapitalization, merger,
consolidation, transfer of assets, reorganization, conversion or what the
Compensation Committee deems in its sole discretion to be similar
circumstances). A "change of control" shall be deemed to have occurred upon the
happening of any of the following events:

     1.   A change within a twelve-month period in a majority of the members of
          the board of directors of Omega;

     2.   A change within a twelve-month period in the holders of more than 50%
          of the outstanding voting stock of Omega; or

     3.   Any other event deemed to constitute a "change of control" by the
          Compensation Committee.

      You may exercise your option by giving written notice to the Secretary of
Omega on forms supplied by Omega at its then principal executive office,
accompanied by payment of the option price for the total number of shares you
specify that you wish to purchase. The payment may be in any of the following
forms: (a) cash, which may be evidenced by a check and includes cash received
from a stock brokerage firm in a so-called "cashless exercise;" (b) (unless
prohibited by the Compensation Committee) certificates representing shares of
Common Stock of Omega, which will be valued by the Secretary of Omega at the
fair market value per share of Omega's Common Stock (as determined in accordance
with the Plan) on the date of delivery of such certificates to Omega,
accompanied by an assignment of the stock to Omega; or (c) (unless prohibited by
the Compensation Committee) any combination of cash and Common Stock of Omega
valued as provided in clause (b). Any assignment of stock shall be in a form and
substance satisfactory to the Secretary of Omega, including guarantees of
signature(s) and payment of all transfer taxes if the Secretary deems such
guarantees necessary or desirable.

      Your option will, to the extent not previously exercised by you, terminate
one year after the date on which your employment by Omega or an Omega subsidiary
corporation is terminated (whether such termination be voluntary or involuntary)
other than by reason of retirement at age 65 (or such earlier retirement age as
may be approved by the Compensation Committee), disability as defined in Section
22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations thereunder, or death, in which case your option will terminate one
year from the date of termination of employment due to retirement, disability or
death (but in no event later than the Scheduled Termination



                                       25
<PAGE>

Date). After the date your employment is terminated, as aforesaid, you may
exercise this option only for the number of shares which you had a right to
purchase and did not purchase on the date your employment terminated. If you are
employed by an Omega subsidiary corporation, your employment shall be deemed to
have terminated on the date your employer ceases to be an Omega subsidiary
corporation, unless you are on that date transferred to Omega or another Omega
subsidiary corporation. Your employment shall not be deemed to have terminated
if you are transferred from Omega to an Omega subsidiary corporation, or vice
versa, or from one Omega subsidiary corporation to another Omega subsidiary
corporation.

      If you die while employed by Omega or an Omega subsidiary corporation,
your executor or administrator, as the case may be, may, at any time within one
year after the date of your death (but in no event later than the Scheduled
Termination Date), exercise the option as to any shares which you had a right to
purchase and did not purchase during your lifetime. If your employment with
Omega or an Omega parent or subsidiary corporation is terminated by reason of
your becoming disabled (within the meaning of Section 22(e)(3) of the Code and
the regulations thereunder), you or your legal guardian or custodian may at any
time within one year after the date of such termination (but in no event later
than the Scheduled Termination Date), exercise the option as to any shares which
you had a right to purchase and did not purchase prior to such termination. Your
executor, administrator, guardian or custodian must present proof of his
authority satisfactory to Omega prior to being allowed to exercise this option.

      In the event of any change in the outstanding shares of the Common Stock
of Omega by reason of a stock dividend, stock split, combination of shares,
recapitalization, merger, consolidation, transfer of assets, reorganization,
conversion or what the Compensation Committee deems in its sole discretion to be
similar circumstances, the number and kind of shares subject to this option and
the option price of such shares shall be appropriately adjusted in a manner to
be determined in the sole discretion of the Compensation Committee.

      This option is not transferable otherwise than by Will or the laws of
descent and distribution, and is exercisable during your lifetime only by you,
including, for this purpose, your legal guardian or custodian in the event of
disability. Until the option price has been paid in full pursuant to due
exercise of this option and the purchased shares are delivered to you, you do
not have any rights as a shareholder of Omega. Omega reserves the right not to
deliver to you the shares purchased by virtue of the exercise of this option
during any period of time in which Omega deems, in its sole discretion, that
such delivery would violate a federal, state, local or securities exchange rule,
regulation or law.

      Notwithstanding anything to the contrary contained herein, this option is
not exercisable until all the following events occur and during the following
periods of time:

            (a) Until the Plan pursuant to which this option is granted is
approved by the shareholders of Omega in the manner prescribed by the Code and
the regulations thereunder;

            (b) Until this option and the optioned shares are approved and/or
registered with such federal, state and local regulatory bodies or agencies and
securities exchanges as Omega may deem necessary or desirable;

            (c) During any period of time in which Omega deems that the
exercisability of this option, the offer to sell the shares optioned hereunder,
or the sale thereof, may violate a federal, state, local or securities exchange
rule, regulation or law, or may cause Omega to be legally obligated to issue or
sell more shares than Omega is legally entitled to issue or sell; or

            (d) Until you have paid or made suitable arrangements to pay (i) all
federal, state and local income tax withholding required to be withheld by Omega
in connection with the option exercise and (ii) the employee's portion of other
federal, state and local payroll and other taxes due in connection with the
option exercise.

            The following two paragraphs shall be applicable if, on the date of
exercise of this option, the Common Stock to be purchased pursuant to such
exercise has not been registered under the Securities Act of 1933, as amended,
and under applicable state securities laws, and shall continue to be applicable
for so long as such registration has not occurred:

            (a) The optionee hereby agrees, warrants and represents that he will
acquire the Common Stock to be issued hereunder for his own account for
investment purposes only, and not with a view to, or in connection with, any
resale or other distribution of any of such shares, except as hereafter
permitted. The optionee further agrees that he will not at any time make any
offer, sale, transfer, pledge or other disposition of such Common Stock to be
issued hereunder without an effective registration statement under the
Securities Act of 1933, as amended, and under any applicable state securities
laws or an opinion of counsel acceptable to Omega to the effect that the
proposed transaction will be exempt from such registration. The optionee shall
execute such instruments, representations, acknowledgements and agreements as
Omega may, in its sole discretion, deem advisable to avoid any violation of
federal, state, local or securities exchange rule, regulation or law.



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<PAGE>

            (b) The certificates for Common Stock to be issued to the optionee
hereunder shall bear the following legend:

            "The shares represented by this certificate have not been registered
      under the Securities Act of 1933, as amended, or under applicable state
      securities laws. The shares have been acquired for investment and may not
      be offered, sold, transferred, pledged or otherwise disposed of without an
      effective registration statement under the Securities Act of 1933, as
      amended, and under any applicable state securities laws or an opinion of
      counsel acceptable to Omega that the proposed transaction will be exempt
      from such registration."

The foregoing legend shall be removed upon registration of the legended shares
under the Securities Act of 1933, as amended, and under any applicable state
laws or upon receipt of any opinion of counsel acceptable to Omega that said
registration is no longer required.

      The sole purpose of the agreements, warranties, representations and legend
set forth in the two immediately preceding paragraphs is to prevent violations
of the Securities Act of 1933, as amended, and any applicable state securities
laws.

      It is the intention of Omega and you that this option shall, if possible,
be an "Incentive Stock Option" as that term is used in Section 422 of the Code
and the regulations thereunder. In the event this option is in any way
inconsistent with the legal requirements of the Code or the regulations
thereunder for an "Incentive Stock Option," this option shall be deemed
automatically amended as of the date hereof to conform to such legal
requirements, if such conformity may be achieved by amendment.

      Nothing herein shall modify your status as an at-will employee of Omega.
Further, nothing herein guarantees you employment for any specified period of
time. This means that either you or Omega may terminate your employment at any
time for any reason, or no reason. You recognize that, for instance, you may
terminate your employment or Omega may terminate your employment prior to the
date on which your option becomes vested.

      Any dispute or disagreement between you and Omega with respect to any
portion of this option or its validity, construction, meaning, performance or
your rights hereunder shall be settled by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association or its
successor, as amended from time to time. However, prior to submission to
arbitration you will attempt to resolve any disputes or disagreements with Omega
over this option amicably and informally, in good faith, for a period not to
exceed two weeks. Thereafter, the dispute or disagreement will be submitted to
arbitration. At any time prior to a decision from the arbitrator(s) being
rendered, you and Omega may resolve the dispute by settlement. You and Omega
shall equally share the costs charged by the American Arbitration Association or
its successor, but you and Omega shall otherwise be solely responsible for your
own respective counsel fees and expenses. The decision of the arbitrator(s)
shall be made in writing, setting forth the award, the reasons for the decision
and award and shall be binding and conclusive on you and Omega. Further, neither
you nor Omega shall appeal any such award. Judgment of a court of competent
jurisdiction may be entered upon the award and may be enforced as such in
accordance with the provisions of the award.

      This option shall be subject to the terms of the Plan in effect on the
date this option is granted, which terms are hereby incorporated herein by
reference and made a part hereof. In the event of any conflict between the terms
of this option and the terms of the Plan in effect on the date of this option,
the terms of the Plan shall govern. This option constitutes the entire
understanding between Omega and you with respect to the subject matter hereof
and no amendment, supplement or waiver of this option, in whole or in part,
shall be binding upon Omega unless in writing and signed by the President of
Omega. This option and the performances of the parties hereunder shall be
construed in accordance with and governed by the laws of the Commonwealth of
Pennsylvania.

      Please sign the copy of this option and return it to Omega's Secretary,
thereby indicating your understanding of and agreement with its terms and
conditions.

                                                OMEGA FINANCIAL CORPORATION



                                                By:
                                                   ---------------------------

      I hereby acknowledge receipt of a copy of the foregoing stock option and,
having read it hereby signify my understanding of, and my agreement with, its
terms and conditions.




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<PAGE>

------------                                    ------------------------
(Date)                                          (Signature)



                                       28
<PAGE>



                                   APPENDIX II

                           NON-QUALIFIED STOCK OPTION


To:

                                      Name



                                     Address

Date of Grant: ___________


      You are hereby granted an option, effective as of the date hereof, to
purchase _________ shares of common stock, $5.00 par value ("Common Stock"), of
Omega Financial Corporation ("Omega") at a price of $____ per share pursuant to
Omega's 1996 Employee Stock Option Plan (the "Plan").

      Your option may first be exercised on and after one year from the date of
grant, but not before that time. On and after one year and prior to ten years
and thirty days from the date of grant, your option may be exercised for up to
100% of the total number of shares subject to the option minus the number of
shares previously purchased by exercise of the option (as adjusted for any
change in the outstanding shares of the Common Stock of Omega by reason of a
stock dividend, stock split, combination of shares, recapitalization, merger,
consolidation, transfer of assets, reorganization, conversion or what the
Compensation Committee deems in its sole discretion to be similar
circumstances). No fractional shares shall be issued or delivered. This option
shall terminate and is not exercisable after ten years and ten days from the
date of its grant (the "Scheduled Termination Date"), except if terminated
earlier as hereafter provided.

      In the event of a "change of control" (as hereafter defined) of Omega,
your option may, from and after the date of the change of control, and
notwithstanding the foregoing paragraph, be exercised for up to 100% of the
total number of shares then subject to the option minus the number of shares
previously purchased upon exercise of the option (as adjusted for any change in
the outstanding shares of the Common Stock of Omega by reason of a stock
dividend, stock split, combination of shares, recapitalization, merger,
consolidation, transfer of assets, reorganization, conversion or what the
Compensation Committee deems in its sole discretion to be similar
circumstances). A "change of control" shall be deemed to have occurred upon the
happening of any of the following events:

     1.   A change within a twelve-month period in a majority of the members of
          the board of directors of Omega;

     2.   A change within a twelve-month period in the holders of more than 50%
          of the outstanding voting stock of Omega; or

     3.   Any other event deemed to constitute a "change of control" by the
          Compensation Committee.

      You may exercise your option by giving written notice to the Secretary of
Omega on forms supplied by Omega at its then principal executive office,
accompanied by payment of the option price for the total number of shares you
specify that you wish to purchase. The payment may be in any of the following
forms: (a) cash, which may be evidenced by a check and includes cash received
from a stock brokerage firm in a so-called "cashless exercise;" (b) (unless
prohibited by the Compensation Committee) certificates representing shares of
Common Stock of Omega, which will be valued by the Secretary of Omega at the
fair market value per share of Omega's Common Stock (as determined in accordance
with the Plan) on the date of delivery of such certificates to Omega,
accompanied by an assignment of the stock to Omega; or (c) (unless prohibited by
the Compensation Committee) any combination of cash and Common Stock of Omega
valued as provided in clause (b). Any assignment of stock shall be in a form and
substance satisfactory to the Secretary of Omega, including guarantees of
signature(s) and payment of all transfer taxes if the Secretary deems such
guarantees necessary or desirable.

      Your option will, to the extent not previously exercised by you, terminate
one year after the date on which your employment by Omega or an Omega subsidiary
corporation is terminated (whether such termination be voluntary or involuntary)
other than by reason of retirement at age 65 (or such earlier retirement age as
may be approved by the Compensation Committee), disability as defined in Section
22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations thereunder, or death, in which case your option will terminate one
year from the date of termination of employment due to retirement, disability or
death (but in no event later than the Scheduled Termination Date). After the
date your employment is terminated, as aforesaid, you may exercise this option
only for the number of



                                       29
<PAGE>


shares which you had a right to purchase and did not purchase on the date your
employment terminated. If you are employed by an Omega subsidiary corporation,
your employment shall be deemed to have terminated on the date your employer
ceases to be an Omega subsidiary corporation, unless you are on that date
transferred to Omega or another Omega subsidiary corporation. Your employment
shall not be deemed to have terminated if you are transferred from Omega to an
Omega subsidiary corporation, or vice versa, or from one Omega subsidiary
corporation to another Omega subsidiary corporation.

      If you die while employed by Omega or an Omega subsidiary corporation,
your executor or administrator, as the case may be, may, at any time within one
year after the date of your death (but in no event later than the Scheduled
Termination Date), exercise the option as to any shares which you had a right to
purchase and did not purchase during your lifetime. If your employment with
Omega or an Omega parent or subsidiary corporation is terminated by reason of
your becoming disabled (within the meaning of Section 22(e)(3) of the Code and
the regulations thereunder), you or your legal guardian or custodian may at any
time within one year after the date of such termination (but in no event later
than the Scheduled Termination Date), exercise the option as to any shares which
you had a right to purchase and did not purchase prior to such termination. Your
executor, administrator, guardian or custodian must present proof of his
authority satisfactory to Omega prior to being allowed to exercise this option.

      In the event of any change in the outstanding shares of the Common Stock
of Omega by reason of a stock dividend, stock split, combination of shares,
recapitalization, merger, consolidation, transfer of assets, reorganization,
conversion or what the Compensation Committee deems in its sole discretion to be
similar circumstances, the number and kind of shares subject to this option and
the option price of such shares shall be appropriately adjusted in a manner to
be determined in the sole discretion of the Compensation Committee.

      This option is not transferable otherwise than by Will or the laws of
descent and distribution, and is exercisable during your lifetime only by you,
including, for this purpose, your legal guardian or custodian in the event of
disability. Until the option price has been paid in full pursuant to due
exercise of this option and the purchased shares are delivered to you, you do
not have any rights as a shareholder of Omega. Omega reserves the right not to
deliver to you the shares purchased by virtue of the exercise of this option
during any period of time in which Omega deems, in its sole discretion, that
such delivery would violate a federal, state, local or securities exchange rule,
regulation or law.

      Notwithstanding anything to the contrary contained herein, this option is
not exercisable until all the following events occur and during the following
periods of time:

            (a) Until the Plan pursuant to which this option is granted is
approved by the shareholders of Omega in the manner prescribed by the Code and
the regulations thereunder;

            (b) Until this option and the optioned shares are approved and/or
registered with such federal, state and local regulatory bodies or agencies and
securities exchanges as Omega may deem necessary or desirable;

            (c) During any period of time in which Omega deems that the
exercisability of this option, the offer to sell the shares optioned hereunder,
or the sale thereof, may violate a federal, state, local or securities exchange
rule, regulation or law, or may cause Omega to be legally obligated to issue or
sell more shares than Omega is legally entitled to issue or sell; or

            (d) Until you have paid or made suitable arrangements to pay (i) all
federal, state and local income tax withholding required to be withheld by Omega
in connection with the option exercise and (ii) the employee's portion of other
federal, state and local payroll and other taxes due in connection with the
option exercise.

            The following two paragraphs shall be applicable if, on the date of
exercise of this option, the Common Stock to be purchased pursuant to such
exercise has not been registered under the Securities Act of 1933, as amended,
and under applicable state securities laws, and shall continue to be applicable
for so long as such registration has not occurred:

            (a) The optionee hereby agrees, warrants and represents that he will
acquire the Common Stock to be issued hereunder for his own account for
investment purposes only, and not with a view to, or in connection with, any
resale or other distribution of any of such shares, except as hereafter
permitted. The optionee further agrees that he will not at any time make any
offer, sale, transfer, pledge or other disposition of such Common Stock to be
issued hereunder without an effective registration statement under the
Securities Act of 1933, as amended, and under any applicable state securities
laws or an opinion of counsel acceptable to Omega to the effect that the
proposed transaction will be exempt from such registration. The optionee shall
execute such instruments, representations, acknowledgements and agreements as
Omega may, in its sole discretion, deem advisable to avoid any violation of
federal, state, local or securities exchange rule, regulation or law.



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            (b) The certificates for Common Stock to be issued to the optionee
hereunder shall bear the following legend:

            "The shares represented by this certificate have not been registered
      under the Securities Act of 1933, as amended, or under applicable state
      securities laws. The shares have been acquired for investment and may not
      be offered, sold, transferred, pledged or otherwise disposed of without an
      effective registration statement under the Securities Act of 1933, as
      amended, and under any applicable state securities laws or an opinion of
      counsel acceptable to Omega that the proposed transaction will be exempt
      from such registration."

The foregoing legend shall be removed upon registration of the legended shares
under the Securities Act of 1933, as amended, and under any applicable state
laws or upon receipt of any opinion of counsel acceptable to Omega that said
registration is no longer required.

      The sole purpose of the agreements, warranties, representations and legend
set forth in the two immediately preceding paragraphs is to prevent violations
of the Securities Act of 1933, as amended, and any applicable state securities
laws.

      It is the intention of Omega and you that this option shall not be an
"Incentive Stock Option" as that term is used in Section 422 of the Code and the
regulations thereunder.

      Nothing herein shall modify your status as an at-will employee of Omega.
Further, nothing herein guarantees you employment for any specified period of
time. This means that either you or Omega may terminate your employment at any
time for any reason, or no reason. You recognize that, for instance, you may
terminate your employment or Omega may terminate your employment prior to the
date on which your option becomes vested.

      Any dispute or disagreement between you and Omega with respect to any
portion of this option or its validity, construction, meaning, performance or
your rights hereunder shall be settled by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association or its
successor, as amended from time to time. However, prior to submission to
arbitration you will attempt to resolve any disputes or disagreements with Omega
over this option amicably and informally, in good faith, for a period not to
exceed two weeks. Thereafter, the dispute or disagreement will be submitted to
arbitration. At any time prior to a decision from the arbitrator(s) being
rendered, you and Omega may resolve the dispute by settlement. You and Omega
shall equally share the costs charged by the American Arbitration Association or
its successor, but you and Omega shall otherwise be solely responsible for your
own respective counsel fees and expenses. The decision of the arbitrator(s)
shall be made in writing, setting forth the award, the reasons for the decision
and award and shall be binding and conclusive on you and Omega. Further, neither
you nor Omega shall appeal any such award. Judgment of a court of competent
jurisdiction may be entered upon the award and may be enforced as such in
accordance with the provisions of the award.

      This option shall be subject to the terms of the Plan in effect on the
date this option is granted, which terms are hereby incorporated herein by
reference and made a part hereof. In the event of any conflict between the terms
of this option and the terms of the Plan in effect on the date of this option,
the terms of the Plan shall govern. This option constitutes the entire
understanding between Omega and you with respect to the subject matter hereof
and no amendment, supplement or waiver of this option, in whole or in part,
shall be binding upon Omega unless in writing and signed by the President of
Omega. This option and the performances of the parties hereunder shall be
construed in accordance with and governed by the laws of the Commonwealth of
Pennsylvania.

      Please sign the copy of this option and return it to Omega's Secretary,
thereby indicating your understanding of and agreement with its terms and
conditions.


                                                OMEGA FINANCIAL CORPORATION




                                                By:________________________

I hereby acknowledge receipt of a copy of the foregoing stock option and, having
read it hereby signify my understanding of, and my agreement with, its terms and
conditions.


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(Date)                                          (Signature)





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