Exhibit 10.30
  Second Amendment to Omega Amended and Restated Employee Stock Ownership Plan


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                                     SECOND
                                  AMENDMENT TO
                           OMEGA FINANCIAL CORPORATION
               AMENDED AND RESTATED EMPLOYEE STOCK OWNERSHIP PLAN

         Pursuant to Article XI of the Omega Financial Corporation Amended and
Restated Employee Stock Ownership Plan effective January 1, 1989, said Plan is
amended, effective January 1, 1996, as follows:

         FIRST:   Article I of the Plan is deleted and restated in its entirety
                  as attached hereto.

         SECOND:  The above-named Plan is ratified and approved in all other
                  respects.

         INTENDING TO BE LEGALLY BOUND, the Employer has executed this amendment
on December 17, 1996.

ATTEST:                                              OMEGA FINANCIAL CORPORATION

David N. Thiel                                       By: David B. Lee
-----------------------                              ------------------------
Secretary                                            Chairman and CEO


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                             ARTICLE I - DEFINITIONS


         As used in this Plan and the Trust Agreement adopted in connection
therewith, the following words and phrases shall have the meanings set forth in
this Article I, unless the context clearly indicates otherwise. Whenever
appropriate, words used in the singular shall include the plural, words used in
the plural shall include the singular, and the masculine shall include the
feminine.

         1.01 Acquisition Loan shall mean a loan or other extension of credit
which is used by the Trust to finance the purchase of Employer Stock.

         1.02 Beneficiary shall mean any person or persons other than the
Participant, entitled to receive benefits under this Plan by designation, under
law, or in accordance with the provisions of this Plan.

         1.03 Code shall mean the Internal Revenue Code of 1986, as the same may
be amended from time to time.

         1.04 Compensation shall mean a Participant's basic salary or hourly
wage, plus overtime, bonuses and commissions, but excluding amounts realized
from the exercise of a stock option or disposition of stock acquired upon
exercise of a stock option, which is received from the Employer during the Plan
Year and which is determined before reduction for any contribution to a
qualified cash or deferred arrangement under Code Section 401(K) or a cafeteria
plan under Code Section 125; provided, however, that for any Self-Employed
Individual Compensation shall mean his Earned Income.

         For Plan Years beginning on or after January 1, 1994, the annual
compensation of each Employee taken into account under the Plan shall not exceed
the OBRA '93 annual compensation limit. The OBRA '93 annual compensation limit
is $150,000, as adjusted by the Commissioner for increases in the cost of living
in accordance with Code section 401(a)(17)(B). The cost-of-living adjustment
in effect for a calendar year applies to any period, not exceeding 12 months,
over which compensation is determined (a determination period) beginning in such
calendar year.

         If a determination period consists of fewer than 12 months, the OBRA
`93 annual compensation limit will be multiplied by a fraction, the numerator of
which is the number of months in the determination period, and the denominator
of which is 12.

         If compensation for any prior determination period is taken into
account in determining an employee's benefits accruing in the current plan year,
the compensation for that prior determination period is subject to the OBRA `93
annual compensation limit in effect for that prior determination period.

         For Plan Years beginning on or after January 1, 1994, any reference in
this plan to the limitation under Code Section 401(a)(17) shall mean the OBRA
`93 annual compensation limit as set forth in this definition.

         1.05 Date of Participation shall mean the date on which an Employee
becomes a Participant in the Plan in accordance with the provisions of Section
2.01.

         1.06 Earned Income shall mean net earnings from self-employment in the
trade or business with respect to which the Employer has established the Plan,
provided that personal services of the individual are a material
income-producing factor. Such net earnings shall be determined without regard to
items not included in gross income and deductions allocable to those items,
after reduction for the Employer's deductible contribution made on behalf of
such individual for such year, and with regard to the deduction allowed to the
Employer by Code Section 164(f) for taxable years beginning after December 31,
1989. In addition, any distribution from an S Corporation, as defined in Code
Section 1361, which is treated as income from self-employment shall be counted
as Compensation under the Plan.


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         1.07 Employee shall mean any person who is employed by the Employer or
any other employer required to be aggregated with the Employer under Code
Section 414(b), (m) or (o), any Self-Employed Individual, any Owner-Employee
and any Leased Employee, as defined in Section 1.14. Notwithstanding the
foregoing, if the Leased Employees of the Employer do not constitute more than
twenty percent (20%) of the Employer's Non-Highly Compensated Employees the term
"Employee" shall not include those Leased Employees covered by a money purchase
pension plan which provides for a non-integrated employer contribution rate of
at least 10% of compensation {as defined in Code Section 415(c)(3), but
including amounts contributed pursuant to a salary reduction agreement which are
excludable from the employee's gross income under Code Section 125, 402(a)(8),
402(h) or 403(b)}, immediate participation and immediate vesting.

         1.08 Employer shall mean the employer named in the Introduction to this
Plan, any other employer adopting this Plan by resolution or other appropriate
action, and any successor or predecessor of such employer. In the event the
Employer is a member of commonly controlled group of business organizations,
within the definitions of Code Section 414(b) or 414(c), or an affiliated
service group, as defined in Code Section 414(m), or is otherwise subject to
aggregation under Code Section 414(n) or 414(o), the term "Employer" shall
also mean the other members of


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                           OMEGA FINANCIAL CORPORATION
                        AGREEMENT AND CONSENT IN WRITING
                                       BY
                               BOARD OF DIRECTORS


         We, the undersigned, being all of the Directors of this Corporation, in
lieu of and to the same effect as a special meeting of such Directors, do hereby
severally and collectively consent and agree as follows:

         The following are hereby unanimously adopted or ratified as actions of
the Board of Directors of this Corporation:

                  RESOLVED, that the Second Amendment to the Omega Financial
         Corporation Amended and Restated employee Stock Ownership Plan
         submitted to the Directors by counsel for the Corporation, be, and the
         same hereby is, authorized and approved substantially in the form in
         which it was presented to the Directors; and

                  RESOLVED FURTHER, that the proper officers of the Corporation
         be, and the same hereby are, authorized and directed to execute the
         same on the Corporation's behalf.

         We do further direct that this Agreement and Consent in Writing be duly
filed with this Corporation's Secretary and entered in the minute book of this
Corporation.


Robert N. Oliver
James W. Powers, Sr.
Merle K. Evey
George R. Lovette
Robert Szeyller
D. Stephen Martz
David B. Lee
Ray Agostinelli
David K. Goodman
Stanton R. Sheetz
Philip E. Gingerich


Date: December 17, 1996

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