EXHIBIT 4.1


 


AMENDED AND RESTATED


ARTICLES OF INCORPORATION








    	 



    	 



    



AMENDED AND RESTATED


ARTICLES OF INCORPORATION


OF


ENB FINANCIAL CORP


 


 


In compliance with the requirements of 15 Pa.C.S. Section 1306
(relating to Articles of Incorporation), the undersigned, desiring to be incorporated as a business corporation, hereby states
that:


 


1.     The name
of the Corporation is ENB Financial Corp.


 


2.      The address
of this Corporation’s initial registered office in this Commonwealth is 31 East Main Street, Ephrata, Pennsylvania 17522,
and the county of venue is Lancaster.


 


3.     The Corporation
is incorporated under the provisions of the Pennsylvania Business Corporation Law of 1988 (15 Pa.C.S. ss.1101 et seq.),
as the same may be amended.


 


4.     The purpose
or purposes of the Corporation are to have unlimited power to engage in and to do any lawful act concerning any or all business
for which corporations may be incorporated under the provisions of the Pennsylvania Business Corporation Law of 1988, as the same
may be amended.


 


5.     The aggregate
number of shares that the Corporation shall have authority to issue is 12,000,000 shares of Common Stock having a par value of
$.20 per share.


 


6      [Reserved]


 


7.     The holders
of Common Stock shall have one vote per share and shall be entitled to cumulate their votes in the election of directors.


 


8.     The corporate
existence of this Corporation shall continue until terminated in accordance with the Pennsylvania Business Corporation Law of 1988
(15 Pa.C.S. ss.1101 et seq.), as the same may be amended.


 


9.     No merger,
consolidation, liquidation, or dissolution of the Corporation nor any action that would result in the sale or other disposition
of all or substantially all of the assets of the Corporation shall be valid unless first approved by the affirmative vote of shareholders
owning at least two-thirds (2/3) of the outstanding shares of Common Stock of the Corporation.


 



    	 



    	 



    



10.     Except
for such rights that are otherwise provided by law and Section 2521 of the Pennsylvania Business Corporation Law of 1988, as it
may be amended, the board of directors of the Corporation or three or more shareholders owning, in the aggregate, not less than
twenty-five percent (25%) of the votes that all shareholders are entitled to cast at a particular meeting shall be entitled to
call special meetings of the shareholders.


 


11.     No holder
of shares of any class of shares or of any series of any class of shares shall have any preemptive right to subscribe for, purchase
or receive any shares of the Corporation, whether now or hereafter authorized, or any obligations or other securities convertible
into or carrying options or warrants to purchase any such shares of the Corporation, or any options or rights to purchase any such
shares or securities, issued or sold by the Corporation for cash or any other form of consideration, and any such shares, securities,
options, warrants or rights may be issued or disposed of by the Board of Directors to such persons and on such terms as the Board
of Directors, in its discretion, shall deem advisable.


 


12.     Article
9 shall not be amended unless first approved by the affirmative vote of shareholders owning at least two-thirds (2/3) of the outstanding
shares of Common Stock of the Corporation.


 


13.     Except
as otherwise provided by Article 12, these Articles of Incorporation may be changed or amended at any time by shareholders owning
a majority of the outstanding Common Stock of the Corporation in any manner not inconsistent with the Pennsylvania Business Corporation
Law of 1988, as amended.


 


14.     This Corporation
specifically opts out and shall not be governed by Subchapter G, Control-Share Acquisitions, and Subchapter H, Disgorgement by
Certain Controlling Shareholders Following Attempts to Acquire Control, of Chapter 25 of the Business Corporation Law of 1988,
as it may be amended.