EXHIBIT 3(I)

                           AMENDED AND RESTATED

                        ARTICLES OF INCORPORATION

                                    OF

                          PREMIER BANCORP, INC.

    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 state that:

 1.    The name of the Corporation is PREMIER BANCORP, INC.

 2.    The address, including street and number, if any, of this
       Corporation's initial registered office in this Commonwealth is 379
       North Main Street, Doylestown, Pennsylvania 18901, and the county of
       venue is Bucks.

 3.    The Corporation is incorporated under the provisions of the
       Pennsylvania Business Corporation Law of 1988 (15 Pa.C.S.  Section
       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 Thirty Million (30,000,000) shares of Common
       Stock having a par value of Thirty-three Cents ($0.33) per share.

 6.    The name and address, including street and number, if any, of each
       of the Incorporators, and the number and class of shares subscribed
       to by each Incorporator is:

       Name                    Address
       ----                    -------
       John C. Soffronoff      379 North Main Street, Doylestown, PA 18901
       Clark S. Frame          379 North Main Street, Doylestown, PA 18901
       Bruce E. Sickel         379 North Main Street, Doylestown, PA 18901

       Number and Class of Shares
       --------------------------
       1 Share of Common Stock
       1 Share of Common Stock
       1 Share of Common Stock

 7.    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 he assets of the
       Corporation shall be valid unless first approved by he affirmative
       vote of at least sixty-six and two-thirds percent (66 2/3%) of the
       outstanding shares of Common Stock of the Corporation.

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 8.    Cumulative voting rights shall exist with respect to the election of
       directors.

 9(a). The Board of Directors may, if it deems advisable, oppose a
       tender or other offer for the Corporation's securities, whether the
       offer is in cash or in the securities of a corporation or otherwise.
       When considering whether to oppose an offer, the Board of Directors
       may, but is not legally obligated to, consider any relevant, germane
       or pertinent issue; by way of illustration, but not to be considered
       any limitation on the power of the Board of Directors to oppose a
       tender or other offer for this Corporation's securities, the Board of
       Directors may, but shall not be legally obligated to, consider any or
       all of the following:

       (i).   Whether the offer price is acceptable based on the
              historical and present operating results or financial
              condition of the Corporation;

       (ii).  Whether a more favorable price could be obtained for this
              Corporation's securities in the future;

       (iii). The social and economic effects of the offer or
              transaction on this Corporation and any of its subsidiaries,
              employees, depositors, loan and other customers, creditors,
              shareholders and other elements of the Communities in which
              this Corporation and any of its subsidiaries operate or are
              located;

       (iv).  The reputation and business practice of the offeror and
              its management and affiliates as they would affect the
              shareholders, employees, depositors and customers of the
              Corporation and its subsidiaries and the future value of the
              Corporation's stock;

       (v).   The value of the securities (if any) which the offeror is
              offering in exchange for the Corporation's securities, based
              on an analysis of the worth of the Corporation or other
              entity whose securities are being offered;

       (vi).  The business and financial conditions and earnings
              prospects of the offeror, including, but not limited to,
              debt service and other existing or likely financial
              obligations of the offeror, and the possible affect of such
              conditions upon this Corporation and any of its subsidiaries
              and the other elements of the communities in which this
              Corporation and any of its subsidiaries operate or are
              located;

       (vii). Any antitrust or other legal and regulatory issues that
              are raised by the offer.

  (b). If the Board of Directors determines that an offer should be
       rejected, it make take any lawful action to accomplish its
       purpose including, but not limited to, any or all of the
       following: advising shareholders not to accept the offer;
       litigation against the offeror; filing complaints with all
       governmental and regulatory authorities; acquiring the offeror
       corporation's securities; selling or otherwise issuing authorized
       but unissued securities or treasury stock or granting options
       with respect thereto; acquiring a company to create an antitrust
       or other regulatory problem for the offeror; and obtaining a more
       favorable offer from another individual or entity.

10.    Articles 7, 8, 9 and 10 shall not be amended unless first approved
       by the affirmative vote of the holders of at least sixty-six and
       two-thirds percent (66 2/3%) of the outstanding shares of Common
       Stock of the Corporation.

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IN TESTIMONY WHEREOF, the undersigned Corporation has caused these
   Amended and Restated Articles of Incorporation to be signed by a duly
   authorized officer thereof and its corporate seal, duly attested by another
   such officer, to be hereunto affixed this 13th day of July, 2000.

Attest:                           PREMIER BANCORP, INC.

/s/ John J. Ginley                By: /s/ John C. Soffronoff
-------------------------             ---------------------------------
John J. Ginley, Secretary             John C. Soffronoff, President and
                                      Chief Executive Officer


(CORPORATE SEAL)

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