##### 



FORM 10-K/A
 (Amendment No. 1)
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  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
 Exact name of registrant as specified in its charter)
 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)
 (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 þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
       
 (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.




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2




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PART IIIItem 10
    
    Directors, Executive Officers and Corporate Governance
    
    
    4Item 11
    
    Executive_Compensation
    
    
    7Item 12
    
    Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
    
    
    21Item13
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    24Item 14
    
    Principal Accounting Fees and Services
    
    
    25PART IVItem 15
    
    Exhibits, Financial Statement Schedules
    
    
    26SIGNATURES
    
    
    27EXHIBIT INDEX
    
    
    28
 3




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##### 



Item 10: Directors, Executive Officers and Corporate Governance
  Positions with Omega/Principal Occupation DuringName of Director
    
    Age
    
    the Past Five YearsCarl H. Baxter
    
    
    64
    
    
    Director of Omega since January 2006; Director of Omega Bank since 2002;
President and Owner of Baxter Machine Products Inc., a manufacturer of
machine parts. Board of Directors term expires in 2008.Maureen M. Bufalino
    
    
    44
    
    
    Director of Omega and Omega Bank since October 2004; Regional President
and Consultant for Omega Bank since January 2006; Regional President
Omega Bank from October 2004 to January 2006; Director of Sun Bancorp,
Inc. and SunBank from 2001 to October 2004; Regional President of
Guaranty Bank from 2001 to October 2004; President and Chief Executive
Officer of Guaranty Bank from 2000 to 2001. Board of Directors term
expires in 2008.Philip E. Gingerich
    
    
    70
    
    
    Director of Omega since 1994; Director of Omega Bank since 1988;
Self-employed real estate appraiser/consultant until his retirement in
2003. Board of Directors term expires in 2008.Jodi L. Green
    
    
    47
    
    
    Director of Omega and Omega Bank since August 2005; Shareholder and Director for
Seligman, Friedman & Company, P.C., Certified Public Accountants and Consultants. Board of Directors term expires in 2009.Robert A. Hormell
    
    
    60
    
    
    Director of Omega and Omega Bank since October 2004; Director of Sun
Bancorp, Inc. from 1994 to October 2004; Chairman of Sun Bancorp from
2002 to October 2004; Director of SunBank from 1991 to October 2004;
Retired Assistant Director of the Susquehanna Economic Development
Association  Council of Governments (SEDA-COG) which provides
management of economic and community development for an eleven-county
organization in Central Pennsylvania. Board of Directors term expires
in 2010.Donita R. Koval
    
    
    47
    
    
    Director of Omega since May 2005; Chief Executive Officer of Omega since
January 2006; President of Omega since October 2004; Chief Operating
Officer of Omega from 2004 to 2006; Chief Executive Officer of Omega
Bank since 2003; President of Omega Bank since 2002; Executive Vice
President of Omega Bank from 2000 to 2003 and Director of Omega Bank
since 2004. Board of Directors term expires in 2009.
 4




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##### 



Positions with Omega/Principal Occupation DuringName of Director
    
    Age
    
    the Past Five YearsStephen M. Krentzman
    
    
    61
    
    
    Director of Omega since January 2006; Director of Omega Bank since 1994;
President and Owner of Joe Krentzman & Son, Inc, a scrap processor and
broker; President and Owner of Krentzman Supply Company, a distributor
of plumbing, heating and industrial supplies; President and Owner of
Krentzman Metals Corporation, a metals brokerage; President and Owner of
M&S Krentzman Realty, a realty firm. Board of Directors term expires in
2010.David B. Lee
    
    
    70
    
    
    Chairman of the Board of Omega since 1989; Chief Executive Officer
of Omega from 1986 to December 2005; President of Omega from 1986 to
1994 and from 2002 to October 2004; Chief Executive Officer of Omega
Bank from 1977 until 2003 and Director of Omega Bank since 1977. Board
of Directors term expires in 2009.D. Stephen Martz
    
    
    65
    
    
    Director of Omega since 1994; Business Development Officer of Omega from
2002 until August 2004; President and Chief Operating Officer of Omega
from 1994 to 2002; President and Chief Operating Officer of Omega Bank
from 2001 to 2002; Chairman, President, Chief Executive Officer and
Director of Penn Central Bancorp from 1985 to 1994; Director of Omega
Bank since 1974. Board of Directors term expires in 2008.Stanton R. Sheetz
    
    
    52
    
    
    Director of Omega since 1994; Director of Omega Bank since 1986;
Director, President and Chief Executive Officer of Sheetz, Inc., retail
convenience stores. Board of Directors term expires in 2010.Robert A. Szeyller
    
    
    69
    
    
    Director of Omega since 1989; Director of Omega Bank since 1985;
Managing Director, Pennsylvania Financial Group, Inc., an insurance,
securities and consulting firm. Board of Directors term expires in 2010.Dennis J. Van Benthuysen
    
    
    62
    
    
    Director of Omega and Omega Bank since October 2004; Director of Sun
Bancorp, Inc. from 1994 to 2004; Director of SunBank from 1990 to 2004;
President and Owner of The Colonial Furniture Company, a manufacturer of
quality home furniture. Board of Director term expires in 2009.
  5




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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.
 Audit Committee
  Section 16(a) Beneficial Ownership Reporting Compliance
   Code of Ethics
  6




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##### 



Item 11: Executive Compensation
 COMPENSATION DISCUSSION AND ANALYSIS
 Executive CompensationPhilosophy and Objectives
  
    
    Our desire to recruit and retain experienced and talented leadership;
    
    Correlating a component of compensation directly with achievement of earnings
targets;
    
    Implementing measurable performance targets; and
    
    Achievement of specific goals that are transparent and readily determinable.
 Elements of Compensation
  
    
    base salary and benefits,
    
    annual incentive compensation, which enables the executives to earn annual cash
bonuses if certain performance targets or other corporate strategic objectives are
reached; and
    
    long term equity incentives, in the form of awards of stock options and stock
awards.
 Base Salary and Benefits
    7




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Annual Incentive Compensation
   
    
    If our actual core pre-tax earnings for 2007 did not meet our planned 2007 core
pre-tax earnings but exceeded 2006 core pre-tax earnings, 14% of such difference
would be added to the bonus pool;
    
    If our actual core pre-tax earnings for 2007 met our planned 2007 core pre-tax
earnings, 17.5% of the amount by which 2007 core pre-tax earnings exceeded 2006
core pre-tax earnings would be added to the bonus pool; or
    
    If our actual core pre-tax earnings for 2007 exceeded our planned 2007 core
pre-tax earnings by $1.0 million or more, 21% of the amount by which 2007 core
pre-tax earnings exceeded 2006 core pre-tax earnings would be added to the bonus
pool.
  
    
    If our actual net income for 2007 did not meet our planned 2007 net income but
exceeded 2006 net income, 6% of such difference would be added to the bonus pool;
    
    If our actual net income for 2007 met our planned 2007 net income, 7.5% of the
amount by which 2007 net income exceeded 2006 net income would be added to the
bonus pool; or
    
    If our actual net income for 2007 exceeded our planned 2007 net income by $1.0
million or more, 9% of the amount by which 2007 net income exceeded 2006 net income
would be added to the bonus pool.
   Long Term Equity Compensation
  8




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##### 



Processes and Procedures for the Determination of Executive Officer and Director Compensation
 Scope of Authority of the Compensation Committee
 
    
    approve the annual compensation, including salary, bonus, equity compensation, other
incentive compensation, and benefits for each executive officer;
    
    review and approve employment, severance and change in control agreements, and any
amendments or renewals, with existing and prospective executive officers; and
    
    review the compensation paid to non-employee directors and make recommendations to
the Board for any adjustments.
 Delegation of Authority
 Role of Management in Determining or Recommending Executive Compensation
 Role of Compensation Consultants in Determining or Recommending Executive Compensation. ,
 Determination of Named Executive Officer Compensation for 2007
  9




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Non-EquityIncentivePlan
    
    
    
    
    
    
    OptionsSalary
    
    
    Bonus
    
    
    Compensation
    
    
    Total
    
    
    IssuedName
    
    Year
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    #Donita Koval
    
    
    2007
    
    
    $
    312,000
    
    
    $
    12,500
    
    
    $
    131,064
    
    
    $
    455,564
    
    
    
    2006
    
    
    
    300,000
    
    
    
    40,000
    
    
    
    
    
    
    
    340,000
    
    
    
    $ Change
    
    
    12,000
    
    
    
    (27,500
    )
    
    
    131,064
    
    
    
    115,564
    
    
    
    0% Change
    
    
    4.00
    %
    
    
    (68.75
    )%
    
    
    
    %
    
    
    33.99
    %Daniel L. Warfel
    
    
    2007
    
    
    $
    234,450
    
    
    $
    12,500
    
    
    $
    100,584
    
    
    $
    347,534
    
    
    
    2006
    
    
    
    228,732
    
    
    
    30,000
    
    
    
    
    
    
    
    258,732
    
    
    
    $ Change
    
    
    5,718
    
    
    
    (17,500
    )
    
    
    100,584
    
    
    
    88,802
    
    
    
    0% Change
    
    
    2.50
    %
    
    
    (58.33
    )%
    
    
    
    %
    
    
    34.32
    %David S. Runk
    
    
    2007
    
    
    $
    170,292
    
    
    $
    
    
    
    $
    73,152
    
    
    $
    243,444
    
    
    
    2006
    
    
    
    163,740
    
    
    
    10,000
    
    
    
    
    
    
    
    173,740
    
    
    
    $ Change
    
    
    6,552
    
    
    
    (10,000
    )
    
    
    73,152
    
    
    
    69,704
    
    
    
    0% Change
    
    
    4.00
    %
    
    
    (100.00
    )%
    
    
    
    %
    
    
    40.12
    %
  Severance Agreements and Supplemental Executive Retirements Plans
  10




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Accounting and Tax Considerations
    REPORT OF THE COMPENSATION COMMITTEE
  
 11




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##### 



SUMMARY COMPENSATION TABLE
  Change inPension ValueNon-Equity
    
    And Non-QualifiedIncentive
    
    DeferredPlan
    
    Compensation
    
    All OtherSalary
    
    Bonus(1)
    
    Compensation(2)
    
    Earnings(3)
    
    Compensation(4)
    
    TotalName and Principal Position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Donita R. Koval
Chief Executive Officer And
    
    
    2007
    
    
    $
    312,000
    
    
    $
    12,500
    
    
    $
    131,064
    
    
    $
    104,094
    
    
    $
    22,717
    (5)
    
    $
    582,375President of Omega
    
    
    2006
    
    
    
    300,000
    
    
    
    40,000
    
    
    
    
    
    
    
    102,167
    
    
    
    19,128
    
    
    
    461,295and Omega BankDaniel L. Warfel
Executive Vice President and
    
    
    2007
    
    
    $
    234,450
    
    
    $
    12,500
    
    
    $
    100,584
    
    
    $
    223,920
    
    
    $
    26,776
    (6)
    
    $
    598,230Chief Financial Officer of Omega
    
    
    2006
    
    
    
    228,732
    
    
    
    30,000
    
    
    
    
    
    
    
    76,625
    
    
    
    20,284
    
    
    
    355,641and of Omega BankDavid S. Runk
Executive Vice President, Omega
    
    
    2007
    
    
    $
    170,292
    
    
    $
    
    
    
    $
    73,152
    
    
    $
    
    
    
    $
    17,381
    (7)
    
    $
    260,825and Executive Vice President and
    
    
    2006
    
    
    
    163,740
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    13,171
    
    
    
    186,911Chief Operating Officer of Omega
Bank
  (1)
    
    For 2007, represents a bonus paid for the officers efforts in connection with the
Merger Agreement with FNB. For 2006, represents a discretionary bonus paid in year
following the year services were performed.(2)
    
    Represents amount earned as an annual incentive bonus under our 2007 Annual Incentive
Bonus Plan, based upon 2007 Company performance.(3)
    
    Represents the aggregate change in the actuarial present value of the named executive
officers accumulated benefit under their supplemental executive retirement plan. See
Pension Benefits for more information.(4)
    
    Does not include the value of perquisites provided to certain executive officers that
in the aggregate did not equal or exceed $10,000 per named executive officer.(5)
    
    For 2007, consisted of $15,735 allocated to Ms. Kovals account in the ESOP, $2,379
contributed by Omega to her account in the 401(k) Plan, $1,480 imputed income from group
term life insurance and $3,123 paid as part of employee profit sharing.(6)
    
    For 2007, consisted of $15,735 allocated to his account in the ESOP, $3,628
contributed by Omega to his account in the 401(k) Plan, $5,068 imputed income from group
term life insurance and $2,345 paid as part of employee profit sharing.
 12




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(7)
    
    For 2007, consisted of $12,723 allocated to Mr. Runks account in the ESOP, $2,379
contributed by Omega to his account in the 401(k) Plan, $576 imputed income from group term
life insurance and $1,703 paid as part of employee profit sharing.
 GRANTS OF PLAN-BASED AWARDS
  Estimated PossiblePayouts Under
    
    Estimated PossibleNon-Equity
    
    Payouts Under
    
    Fair Value of StockIncentive Plan
    
    Equity Incentive
    
    andAwards(1)
    
    Plan Awards(2)
    
    OptionTarget
    
    Target
    
    Awards(3)Name
    
    Grant Date
    
    ($)
    
    (#)
    
    ($)Donita R. Koval
    
    
    8/28/2006
    
    
    
    1/22/2007
    
    
    
    
    
    
    
    833
    
    
    
    23,825Daniel L.Warfel
    
    
    8/28/2006
    
    
    
    1/22/2007
    
    
    
    
    
    
    
    667
    
    
    
    19,060David S. Runk
    
    
    8/28/2006
    
    
    
    1/22/2007
    
    
    
    
    
    
    
    333
    
    
    
    9,530
 
 (1)
    
    Under our bonus plan, which was adopted on August 28, 2006, executives are entitled to a
bonus based upon 2007 core pre-tax earnings and/or net income exceeding 2006 levels. There
are no minimum (threshold), target or maximum bonuses payable under that plan. The actual
amounts paid for 2007 were $131,064 for Ms. Koval, $100,584 for Mr. Warfel and $73,152 for Mr.
Runk.(2)
    
    Represents the number of performance restricted stock units granted to each on January 22,
2007. There were no minimum (threshold) or maximum awards payable under that plan. See Note
3.(3)
    
    Represents the grant date fair value of the performance restricted stock units. Because
Omega did not achieve the performance targets, the performance restricted stock units expired
on December 31, 2007 without vesting and Omega did not recognize any expense for these
awards. No stock options were granted in 2007. Narrative Discussion to Summary Compensation Table and Grants of Plan Based Awards Table
    13




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Equity Plans
  2006 Equity Incentive Plan
     
    
    there were no awards of Common Stock outstanding under the 2006 Equity Incentive
Plan;
 14




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
    
    there were 583,583 shares of Common Stock available for new awards under the
2006 Equity Incentive Plan, which includes forfeitures under the Old Plans through
that date; and
    
    options to purchase 377,917 shares of Common Stock were outstanding under the
Old Plans which, if forfeited, would be available for issuance under the 2006
Equity Incentive Plan.
 Employee Stock Purchase Plan
     
    
    options for 54,270 shares of Common Stock were outstanding under the Stock
Purchase Plan; and
    
    there were 1,114,132 shares of Common Stock available for new option awards
under the Stock Purchase Plan.
 1996 Employee Stock Option Plan
  15




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Non-Employee Director Stock Option Plans
    16




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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
  EquityIncentive PlanAwards:Number of
    
    Number of
    
    Number ofSecurities
    
    Securities
    
    SecuritiesUnderlying
    
    Underlying
    
    UnderlyingUnexercised
    
    Unexercised
    
    Unexercised
    
    OptionOptions
    
    Options
    
    Unearned
    
    Exercise
    
    Option(#)
    
    (#)
    
    Options
    
    Price
    
    ExpirationExercisable
    
    Unexercisable
    
    (#)
    
    ($)
    
    DateDonita R. Koval
    
    
    3,750
    
    
    
    
    
    
    
    
    
    
    
    33.50
    
    
    
    01/01/083,750
    
    
    
    
    
    
    
    
    
    
    
    30.25
    
    
    
    01/01/093,750
    
    
    
    
    
    
    
    
    
    
    
    28.50
    
    
    
    01/01/103,750
    
    
    
    
    
    
    
    
    
    
    
    27.00
    
    
    
    01/01/115,000
    
    
    
    
    
    
    
    
    
    
    
    32.05
    
    
    
    01/01/125,000
    
    
    
    
    
    
    
    
    
    
    
    35.90
    
    
    
    01/01/135,372
    
    
    
    
    
    
    
    
    
    
    
    37.41
    
    
    
    01/01/147,500
    
    
    
    
    
    
    
    
    
    
    
    29.79
    
    
    
    12/19/15Daniel L. Warfel
    
    
    6,434
    
    
    
    
    
    
    
    
    
    
    
    33.50
    
    
    
    01/01/086,132
    
    
    
    
    
    
    
    
    
    
    
    32.05
    
    
    
    01/01/126,235
    
    
    
    
    
    
    
    
    
    
    
    35.90
    
    
    
    01/01/135,582
    
    
    
    
    
    
    
    
    
    
    
    37.41
    
    
    
    01/01/145,000
    
    
    
    
    
    
    
    
    
    
    
    29.79
    
    
    
    12/19/15David S. Runk
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 OPTION EXERCISES AND STOCK VESTED
  Option AwardsNumber of Shares
    
    Value RealizedAcquired on Exercise
    
    on Exercise (1)Name
    
    (#)
    
    ($)Donita R. Koval
    
    
    3,750
    
    
    
    28,913Daniel L. Warfel
    
    
    3,703
    
    
    
    20,253David S. Runk
    
    
    
    
    
    
    
 
 (1)
    
    Represents the difference between the market price of the Common Stock on the date of
exercise and the exercise price of the options multiplied by the number of options exercised. 17




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PENSION BENEFITS
  Present Value ofNumber of Years
    
    Accumulated Benefit
    
    Payments DuringCredited Service
    
    (1)
    
    Last Fiscal YearName
    
    Plan Name
    
    (#)
    
    ($)
    
    ($)Donita R. Koval
    
    SERP
    
    
    N/A
    
    
    
    597,605
    
    
    
    Daniel L. Warfel
    
    SERP
    
    
    N/A
    
    
    
    542,668
    
    
    
    David S. Runk (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    The present value of the accumulated benefit represents the present value
of a fixed annuity payable in 180 equal monthly installments beginning after the
named executive reaches the age of 62. Interest is credited on the balance at a rate
equal to the 10-year treasury note rate plus 150 basis points.(2)
    
    Mr. Runk does not participate in the SERP.    POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL
 Severance Agreements and Salary Continuation Agreements
  18




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##### 



.
 Equity Plans
  Life Insurance Benefits
  19




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##### 



DIRECTOR COMPENSATION
  Change in PensionValue andFees Earned
    
    Non-Qualified Deferredor
    
    CompensationPaid In Cash
    
    Earnings
    
    TotalName (1)
    
    ($)
    
    ($)
    
    ($)Carl H. Baxter
    
    
    21,000
    
    
    
    
    
    
    
    21,000Philip E. Gingerich
    
    
    23,000
    
    
    
    14,270
    
    
    
    37,270Jodi L. Green (2)
    
    
    26,000
    
    
    
    
    
    
    
    26,000Robert A. Hormell
    
    
    21,000
    
    
    
    
    
    
    
    21,000Stephen M. Krentzman
    
    
    23,000
    
    
    
    5,128
    
    
    
    28,128D. Stephen Martz
    
    
    21,000
    
    
    
    
    
    
    
    21,000Stanton R. Sheetz
    
    
    19,850
    
    
    
    
    
    
    
    19,850Robert A. Szeyller
    
    
    20,800
    
    
    
    
    
    
    
    20,800Dennis Van Benthuysen
    
    
    23,000
    
    
    
    
    
    
    
    23,000
 
 (1)
    
    As of December 31, 2007, the number of stock option awards held by our non-employee directors
was: Mr. Gingerich  4,000; Mr. Hormell  6,083; Mr. Martz  16,206; Mr. Sheetz  4,000; Mr.
Szeyller  4,000; Mr. Van Benthuysen  3,809. Mr. Baxter, Ms. Green and Mr. Krentzman held no
stock option awards as of December 31, 2007.(2)
    
    Compensation paid to Ms. Green for her services as director is retained by her employer.    20




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##### 



COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  
 Item 12: Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
  Amount ofBeneficial
    
    Percent ofName and Address of Beneficial Owner
    
    Ownership
    
    Common StockDimensional Fund Advisors, LP (1)
    
    
    970,102
    
    
    
    7.7
    %1299 Ocean AvenueSanta Monica, California 90401
 
 (1)
    
    Based on a Schedule 13G/A by Dimensional Fund Advisors, LP (Dimensional) filed with the SEC
on February 6, 2008. Dimensional is an investment advisor registered under Section 203 of the
Investment Advisors Act of 1940, furnishes investment advice to four investment companies
registered under the Investment Company Act of 1940, and serves as investment manager to certain
other commingled group trusts and separate accounts. These investment companies, trusts and
accounts are the Funds. In its 21




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role as investment advisor or manager, Dimensional possesses investment and/or voting power over
970,102 shares of Omega Common Stock as of December 31, 2007. The Funds own all securities
reported, and Dimensional disclaims beneficial ownership of such securities.   Name of
    
    Amount and Nature of
    
    PercentBeneficial Owner
    
    Beneficial Ownership (a)
    
    of ClassCarl H. Baxter
    
    
    5,987
    
    
    
    *Maureen M. Bufalino
    
    
    5,562
    (b)
    
    
    *Philip E. Gingerich
    
    
    66,000
    (c)
    
    
    *Jodi L. Green
    
    
    200
    
    
    
    *Robert A. Hormell
    
    
    22,022
    (d)
    
    
    *Donita R. Koval
    
    
    55,828
    (e)(n)
    
    
    *Stephen M. Krentzman
    
    
    53,255
    (f)
    
    
    *David B. Lee
    
    
    226,513
    (g)(n)
    
    
    1.8
    %D. Stephen Martz
    
    
    73,906
    (h)
    
    
    *David Runk
    
    
    1,298
    (i)
    
    
    *Stanton R. Sheetz
    
    
    11,939
    (j)
    
    
    *Robert A. Szeyller
    
    
    13,884
    (j)(n)
    
    
    *Dennis J. Van Benthuysen
    
    
    36,124
    (k)
    
    
    *Daniel L. Warfel
    
    
    81,148
    (l)(n)
    
    
    *All directors and executive officers as
a group (14) persons
    
    
    653,664
    (m)(n)
    
    
    5.1
    %
 
 *
    
    less than 1%(a)
    
    The securities beneficially owned by an individual are determined in accordance with the
definition of beneficial ownership set forth in the SEC regulations and, accordingly, may
include securities owned by or for, among others, the spouse and/or minor children of the
individual and any other relative who has the same residence as such individual, as well as
other securities as to which the individual has or shares voting or investment power or has
the right to acquire within 60 days after March 10, 2008. Beneficial ownership may be
disclaimed as to certain of the securities.(b)
    
    This amount includes 784 shares owned by Ms. Bufalinos children. This amount also includes
3,320 shares issuable upon the exercise of stock options granted to Ms. Bufalino pursuant to
the Omega 1996 Employee Stock Option Plan, 1,191 shares of Common Stock included in Ms.
Bufalinos 401(k) account and 267 shares of Common Stock allocated to Ms. Bufalinos account
under the ESOP.(c)
    
    This amount includes 31,000 shares owned solely by Mr. Gingerichs wife. This amount also
includes 3,000 shares issuable upon the exercise of options granted under the 1994 Stock
Option Plan for Non-Employee Directors and 1,000 shares issuable upon the exercise of stock
options granted pursuant to the 2004 Stock Option Plan for Non-Employee Directors.(d)
    
    This amount includes 3,945 shares owned jointly with Mr. Hormells wife. This amount also
includes 5,958 shares issuable upon the exercise of options granted under the 1994 Stock 22




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Option Plan for Non-Employee Directors, and 125 shares issuable upon the exercise of options
granted under the 2004 Stock Option Plan for Non-Employee Directors.(e)
    
    This amount includes 849 shares owned by Ms. Koval as custodian for her son. This amount also
includes 34,122 shares issuable upon the exercise of stock options granted to Ms. Koval
pursuant to the Omega 1996 Employee Stock Option Plan and 10,517 shares of Common Stock
allocated to Ms. Kovals account under the ESOP.(f)
    
    This amount includes 1,000 shares owned jointly with Mr. Krentzmans wife and 3,290 shares
owned jointly with Mr. Krenztmans children. This amount also includes 1,317 shares owned by
Joe Krentzman and Son, 13,392 shares owned by M&S Krentzman Realty and 3,000 shares owned by
Krentzman Metals Corporation, all of which Mr. Krentzman is President and sole owner.(g)
    
    This amount includes 35,735 shares owned solely by Mr. Lees wife and 7,002 shares owned by
Centre Foods Enterprises, Inc., of which Mr. Lee is a director, officer and shareholder. This
amount also includes 79,249 shares issuable upon the exercise of stock options granted to Mr.
Lee pursuant to the Omega 1996 Employee Stock Option Plan and 16,939 shares of Common Stock
allocated to Mr. Lees account under the ESOP.(h)
    
    This amount includes 16,206 shares issuable upon the exercise of stock options granted to Mr.
Martz pursuant to the Omega 1996 Employee Stock Option Plan and 439 shares of Common Stock
allocated to Mr. Martzs account under the ESOP.(i)
    
    This amount includes 1,092 shares allocated to Mr. Runks account under the ESOP.(j)
    
    This amount includes 3,000 shares issuable upon the exercise of options granted under the
1994 Stock Option Plan for Non-Employee Directors and 1,000 shares issuable upon the exercise
of options granted under the 2004 Stock Option Plan for Non-Employee Directors.(k)
    
    This amount includes 14,731 shares owned jointly with Mr. Van Benthuysens wife and 6,084
shares owned solely by his wife and 6,024 shares owned by Colonial Furniture of which Mr. Van
Benthuysen is President and sole owner. This amount also includes 3,809 shares issuable upon
the exercise of options granted under the 2004 Stock Option Plan for Non-Employee Directors.(l)
    
    This amount includes 36,131 shares held jointly with Mr. Warfels wife. This amount also
includes 22,949 shares issuable upon the exercise of stock options granted to Mr. Warfel
pursuant to the Omega 1996 Employee Stock Option Plan and 22,068 shares of Common Stock
allocated to Mr. Warfels account under the ESOP.(m)
    
    This amount includes an aggregate of 136,320 shares issuable upon the exercise of stock
options granted to all executive officers of Omega as a group pursuant to the Omega 1996
Employee Stock Option Plan and the Omega Employee Stock Purchase Plan, an aggregate of 41,418
shares issuable upon the exercise of options granted to all non-employee directors of Omega as
a group under the 1994 Stock Option Plan for Non-Employee Directors and the 2004 Stock Option
Plan for Non-Employee Directors, and an aggregate of 51,320 shares of Common Stock allocated
under the ESOP to the accounts of all executive officers of Omega as a group.(n)
    
    Does not include 796,608 shares of common stock that are owned by the ESOP of which Messrs.
Lee, Szeyller and Warfel and Ms. Koval and one other officer are Trustees, other than any
shares that have been allocated to the accounts of executive officers. 23




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(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)
 
 (1)
    
    Under Omegas 2006 Equity Incentive Plan, the aggregate number of shares of common stock for
which awards may be granted under that plan is subject to increase by the number of shares of
common stock that are issuable pursuant to option grants outstanding under Omegas 1996 Employee
Stock Option Plan and 2004 Stock Option Plan for Non-Employee Directors (collectively, the Old
Plans) as of April 24, 2006 that, but for the termination and/or suspension of the Old Plans,
would otherwise have reverted to the share reserve of the Old Plans pursuant to the terms of the
Old Plans as a result of the expiration, termination, cancellation or forfeiture of such options.
During the period from April 24, 2006 to December 31, 2007, options to purchase 83,583 shares
issued under the Old Plans were forfeited and added to the share reserve of the 2006 Equity
Incentive Plan. As of December 31, 2007, options to purchase 441,187 shares of Common Stock were
outstanding under the Old Plans, which, if forfeited, would be added to the share reserve under the
2006 Equity Incentive Plan. Change of Control
  
 Item 13: Certain Relationships and Related Transactions, and Director Independence
 DIRECTOR INDEPENDENCE
  CERTAIN TRANSACTIONS
  24




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Item 14: Principal Accounting Fees and Services
 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   2007
    
    2006Audit Fees
    
    $
    542,825
    
    
    $
    571,200Includes fees for the audit of consolidated financial statements,
quarterly reviews, issuance of consents for inclusion in SEC
filings and the audit of internal control over financial reporting
under Section 404 of the Sarbanes-Oxley of 2002.Audit Related Fees
    
    
    
    
    
    
    18,030Tax Fees
    
    
    57,931
    
    
    
    Includes Section 280(g) advisory work in 2007Total Fees
    
    $
    600,756
    
    
    $
    589,230
   25




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Item 15: Exhibits, Financial Statement Schedules
 (a)(3) Exhibits:
  (b)
    
    Exhibits:
 Exhibit Number
    
    Description31.3
    
    Certification of Chief Executive Officer pursuant to Rule
13a14(a) promulgated under the Securities Exchange Act of
1934, as amended (the Exchange Act)31.4
    
    Certification of Chief Financial Officer pursuant to Rule
13a14(a) promulgated under the Exchange Act
 26




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SIGNATURES
  OMEGA FINANCIAL CORPORATION*Date: 04/04/2008
    By:
    /s/ Donita R. KovalDonita R. KovalPresident and Chief Executive Officer 
 *
    
    Omega Financial Corporation merged into FNB Corporation
effective April 1, 2008. 27




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31.3
    
    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
    
    
    2931.4
    
    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
    
    
    30
 28