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                                                                     Exhibit 4.1


                              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 1101et 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:

<TABLE>
<CAPTION>
                          Name                        Address
<S>                                  <C>
                 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
</TABLE>



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

         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;



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                  (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.

         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)

<PAGE>
                             PREMIER BANCORP, INC.
                             AMENDMENT TO ARTICLE 5
                   Adopted by the Shareholders March 28, 2002

         (A) The total authorized capital stock of the Corporation shall be
50,000,000 shares, consisting of 30,000,000 shares of Common Stock and
20,000,000 shares of Preferred Stock that may be issued in one or more classes
or series. The shares of Common Stock shall constitute a single class and shall
have a par value of Thirty-three Cents ($0.33) per share. The shares of
Preferred Stock of each class or series shall be without nominal or par value,
except that the amendment authorizing the initial issuance of any class or
series adopted by the Board of Directors as provided herein, may provide that
shares of any class or series shall have a specified par value per share, in
which event all of the shares of such class or series shall have the par value
per share so specified.

         (B) The Board of Directors of the Corporation is expressly authorized,
from time to time, so long as there are sufficient shares of Preferred Stock
available, without further approval of the shareholders, to issue shares of
Preferred Stock for such consideration and with such par value as the Board of
Directors may fix. In authorizing the issuance of a class or series of Preferred
Stock, the Board of Directors is expressly authorized to determine:

                  (i) The distinctive designation of the class or series and the
number of shares which will constitute the class or series, which number may be
increased or decreased (but not below the number of shares then outstanding in
that class or above the total shares authorized herein) from time to time by
action of the Board of Directors;

                  (ii) The dividend rate on the shares of the class or series,
whether dividends will be cumulative, and, if so, from what date or dates;

                  (ii) The price or prices at which, and the terms and
conditions on which, the shares of the class or series may be redeemed at the
option of the Corporation;

                  (iii) Whether or not the shares of the series will be entitled
to the benefit of a retirement or sinking fund to be applied to the purchase or
redemption of such shares and, if so entitled, the amount of such fund and the
terms and provisions relative to the operation thereof;

                  (iv) The rights of the shares of the class or series in the
event of voluntary or involuntary liquidation, dissolution or winding up of the
Corporation;



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                  (v) Whether or not the shares of the class or series will have
priority over, parity with, or be junior to the shares of any other class or
series in any respect, whether or not the shares of the class or series will be
entitled to the benefit of limitations restricting the issuance of shares of any
other class or series having priority over or on parity with the shares of such
series and whether or not the shares of the series are entitled to restrictions
on the payment of dividends on the making of other distributions in respect of,
and the purchase or redemption of shares of any other class or series of
Preferred Stock or Common Stock ranking junior to the shares of the class or
series;

                  (vi) Whether the class or series will have voting rights, in
addition to any voting rights provided by law, and if so, the terms of such
voting rights; and

                  (vii) Any other preferences, qualifications, privileges,
options and other relative or special rights and limitations of that class or
series.

         (C) All issuances of Preferred Stock authorized by this Article 5
require the affirmative vote of a majority of the members of the Board of
Directors at any regular or special meeting thereof duly convened after due
notice to the directors.

Prior to the issuance of any shares of any class or series of Preferred Stock,
the Board of Directors shall execute a statement setting forth the resolution or
resolutions and the number of shares of Preferred Stock of each class or series
and file it in accordance with law.

         (D) The issuance of shares of any class or series of Preferred Stock
that contains a provision, term or right providing for the conversion of shares
of Preferred Stock into shares of Common Stock, shall require the prior
affirmative vote of the holders of a majority of the outstanding stock entitled
to vote.