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                                   EXHIBIT 4.4


           FORM OF STATEMENT OF RIGHTS, DESIGNATIONS AND PREFERENCES
                          OF SERIES A PREFERRED STOCK


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                              PREMIER BANCORP, INC.

                STATEMENT OF RIGHTS, DESIGNATIONS AND PREFERENCES

              SERIES A __% NON-CUMULATIVE PERPETUAL PREFERRED STOCK


                   PURSUANT TO SECTIONS 1521 AND 1522 OF THE
                     PENNSYLVANIA BUSINESS CORPORATION LAW



         PREMIER BANCORP, INC. (the "Company"), a corporation organized and
existing under the laws of the Commonwealth of Pennsylvania, hereby certifies
that pursuant to the provisions of Sections 1521 and 1522 of the Pennsylvania
Business Corporation Law, its Board of Directors adopted the following
resolution, which resolution remains in full force and effect as of the date
hereof:


         WHEREAS, the Board of Directors of the Company is authorized, within
the limitations and restrictions stated in the Amended and Restated Articles of
Incorporation of the Company, to fix by resolution or resolutions the
designation of preferred stock and the powers, preferences and relative
participating, optional or other special rights and qualifications, limitations
or restrictions thereof, including, without limiting the generality of the
foregoing, such provisions as may be desired concerning voting, redemption,
dividends, dissolution or the distribution of assets or exchange, and such other
subjects or matters as may be fixed by resolution or resolutions of the Board of
Directors under the Pennsylvania Business Corporation Law;

         WHEREAS, the Board of Directors intends that the Series A Preferred
Stock will qualify as Tier 1 capital for purposes of regulatory capital
requirements as determined by the Pennsylvania Department of Banking and the
Federal Reserve Board, and will be eligible for listing on the American Stock
Exchange; and

         WHEREAS, it is the desire of the Board of Directors of the Company,
pursuant to its authority as aforesaid, to authorize and fix the terms of a
series of preferred stock to be designated the Series A __% Non-Cumulative
Perpetual Preferred Stock of the Company and the number of shares constituting
such series of preferred stock;

         NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized the
Series A __% Non-Cumulative Perpetual Preferred Stock, and the relative rights,
preferences, powers, qualifications, limitations and restrictions granted to or
imposed upon the Series A __% Non-Cumulative Perpetual Preferred Stock or the
holders thereof are as follows:

         1.       DEFINITIONS.

         "BOARD OF DIRECTORS" shall mean the Board of Directors of the Company
         or an authorized committee thereof.

         "BUSINESS DAY" is a day other than a Saturday, Sunday, or general bank
         holiday in Philadelphia, Pennsylvania or New York, New York.

         "CAPITAL STOCK" shall mean the capital stock of the Company, whether
         designated as common, preferred or otherwise.

         "CHANGE OF CONTROL" shall mean (i) any merger or consolidation of the
         Company with or into another company, in which less than 50% of the
         outstanding shares of common stock of the surviving entity are held by
         shareholders who were, immediately prior to such transaction, common
         shareholders of the Company, or (ii) any acquisition of common stock of
         the Company by any person or group (within the meaning of Section
         13(d)(3) of the Securities Exchange Act of 1934, as amended) as a
         result of which the


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         acquiring person or group becomes the owner (directly or indirectly) of
         more than 50% of the outstanding shares of common stock of the Company.

         "COMMON STOCK" shall mean the Common Stock, par value $0.33 per share,
         of the Company.

         "COMPANY" shall have the meaning set forth in the preamble hereto.

         "COMPANY PREFERRED STOCK" shall mean any class of preferred stock of
         the Company, now or hereafter outstanding, other than the Series A __%
         Non-Cumulative Perpetual Preferred Stock authorized hereby.

         "DIVIDEND PAYMENT DATE" shall have the meaning set forth in Section 4
         hereof.

         "DIVIDEND RATE" shall mean __% per annum, calculated on the basis of
         four equal quarters of 90 days each without regard for the actual
         number of days elapsed.

         "FEDERAL RESERVE BOARD" shall mean the Board of Governors of the
         Federal Reserve System.

         "LIQUIDATION PREFERENCE" shall mean, with respect to each share of
         Series A __% Non-Cumulative Perpetual Preferred Stock, $25.00.

         "PERSON" shall mean any individual, firm, corporation or other entity,
         and shall include any successor (by merger or otherwise) of such
         entity.

         "REDEMPTION DATE" shall have the meaning set forth in Section 8(a)
         hereof.

         "SERIES A PREFERRED STOCK" shall have the meaning set forth in Section
         2 hereof.

         "SPECIAL DIRECTORS" shall have the meaning set forth in Section 6(b)
         hereof.

         "SPECIAL VOTING SHARES" shall have the meaning set forth in Section
         6(b) hereof.

          "SUBSIDIARY" of any Person shall mean any corporation or other entity
         of which a majority of the voting power or the voting equity securities
         or equity interest is owned, directly or indirectly, by such Person.

         "TRIGGER RELEASE CONDITION" shall have the meaning set forth in Section
         6(d) hereof.

         "TRIGGER EVENT" shall have the meaning set forth in Section 6(b)
         hereof.



         2.       DESIGNATION; NUMBER OF SHARES. The designation of the
preferred stock authorized by this resolution shall be "Series A ___%
Non-Cumulative Perpetual Preferred Stock" (herein called "Series A Preferred
Stock"), consisting of ____________ shares, no par value per share.


         3.       RANKING. Series A Preferred Stock shall rank, with respect to
the payment of dividends and with respect to distributions, whether upon
liquidation, dissolution, winding up or otherwise, (i) senior to the Common
Stock of the Company and to all classes or series of equity securities issued by
the Company which provide that the terms of the equity securities shall rank
junior to the Series A Preferred Stock, (ii) equally with every other class or
series of capital stock from time to time outstanding which is not Common Stock
of the Company and which is not specifically made senior to or subordinate to
the Series A Preferred Stock as to dividends or distributions and (iii) junior
to the Company's and its Subsidiaries' subordinated debt, trust preferred
securities and all classes or series of equity securities issued by the Company
which provide that the terms of the equity securities shall rank senior to the
Series A Preferred Stock.


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         4.       DIVIDENDS.

         (a) So long as any shares of Series A Preferred Stock shall be
         outstanding, the holders of such Series A Preferred Stock shall be
         entitled to receive out of funds legally available therefore, when, as,
         and if declared by the Board of Directors (which shall be at the Board
         of Director's discretion), non-cumulative dividends in cash at the
         Dividend Rate on the Liquidation Preference hereunder, with each
         aggregate payment to each record holder of the Series A Preferred Stock
         being rounded down to the nearest cent. Dividends, if declared, will be
         payable quarterly on January 31, April 30, July 31, and October 31 of
         each year (each a "Dividend Payment Date"). In the case of the dividend
         payable on July 31, 2002, such dividend shall be pro rated based on the
         number of days elapsed from the date of issuance of the Series A
         Preferred Stock to July 30, 2002 over a quarterly dividend period of
         ninety (90) days. If a Dividend Payment Date is not a Business Day,
         dividends (if declared) on the Series A Preferred Stock shall be paid
         on the immediately preceding Business Day. A dividend period with
         respect to the current Dividend Payment Date is the period commencing
         on the immediately preceding Dividend Payment Date and ending on the
         day immediately prior to such current Dividend Payment Date. Each such
         dividend shall be payable to holders of record of the Series A
         Preferred Stock as they may appear on the stock books of the Company on
         such record dates, not more than 30 nor less than 15 days preceding the
         applicable Dividend Payment Date, as will be fixed by the Board of
         Directors or a duly authorized committee thereof.

         (b) Dividends on the Series A Preferred Stock will be non-cumulative.
         If the Board of Directors does not declare a dividend payable on a
         Dividend Payment Date in respect of the applicable dividend period in
         respect of the Series A Preferred Stock, then the holders of such
         Series A Preferred Stock shall have no right to receive a dividend in
         respect of such dividend period and the Company will have no obligation
         to pay the dividend which otherwise may have been payable for such
         quarterly dividend period or to pay any interest thereon, whether or
         not dividends on such Series A Preferred Stock are declared for any
         future quarterly dividend period.

         (c) So long as any shares of the Series A Preferred Stock remain
         outstanding, the Company shall not declare, set apart or pay any cash,
         stock or in-kind dividend or distribution on, or redeem, purchase, set
         apart or otherwise acquire, shares of Common Stock or of any other
         class or series of stock of the Company ranking junior to the Series A
         Preferred Stock as to dividends or distributions (whether upon
         liquidation, dissolution, winding up or otherwise), unless (i) all
         dividends on the Series A Preferred Stock for the five (5) quarterly
         dividend periods ending on the immediately preceding Dividend Payment
         Date (or, if the Series A Preferred Stock has been outstanding for a
         shorter time, for all prior dividend periods) shall have been paid or
         are paid contemporaneously and the full quarterly dividend for the then
         current dividend period has been or is contemporaneously declared and
         set apart for payment, and (ii) the Company has not defaulted in the
         payment of the redemption price of any shares of Series A Preferred
         Stock called for redemption; provided, that the foregoing shall not
         prohibit dividends paid or other distributions made in stock of the
         Company ranking junior to the Series A Preferred Stock as to dividends
         and distributions (whether upon liquidation, dissolution, winding up or
         otherwise), or a conversion or exchange for stock of the Company
         ranking junior to the Series A Preferred Stock as to dividends and
         distributions (whether upon liquidation, dissolution, winding up or
         otherwise).

         5.       LIQUIDATION RIGHTS OF SERIES A PREFERRED STOCK.

         (a) In the event of any liquidation, dissolution or winding up of the
         Company, whether voluntary or involuntary, the holders of the Series A
         Preferred Stock then outstanding shall be entitled to receive with
         respect to each share of the Series A Preferred Stock, out of assets of
         the Company available for distribution to its shareholders, after
         satisfaction of the preferences of any Company Preferred Stock that is
         senior to the Series A Preferred Stock, the per share Liquidation
         Preference, plus an amount equal to declared and unpaid dividends, if
         any, prior to any payment to the holders of the Company's Common Stock
         or of any other Capital Stock that, in accordance with the provisions
         of Section 3 hereof, is junior to the Series A Preferred Stock.


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         (b) If upon any voluntary or involuntary liquidation, dissolution or
         winding up of the Company, the amounts payable with respect to the
         Series A Preferred Stock and any other shares of stock of the Company
         ranking as to distribution on a parity with the Series A Preferred
         Stock are not paid in full, the holders of the Series A Preferred Stock
         and of such other shares will share ratably in any such distribution of
         assets of the Company in proportion to the full liquidation preferences
         to which each is entitled. After payment of the full amount of the
         Liquidation Preference to which they would otherwise be entitled, the
         holders of shares of Series A Preferred Stock will not be entitled to
         any further participation in any distribution of assets of the Company.

         (c) Neither the consolidation or merger of the Company with any other
         entity, nor any sale, lease or conveyance of all or any part of the
         property or business of the Company, shall be deemed to be a
         liquidation, dissolution, or winding up of the Company.

         6.       VOTING RIGHTS.

         (a) The Series A Preferred Stock shall not be entitled to any voting
         rights with respect to the affairs of the Company, except as may be
         required by law or as provided in this Section 6.

         (b) In the event that the Board of Directors shall fail to fully pay,
         or to declare and set apart for full payment, dividends on the Series A
         Preferred Stock on six (6) Dividend Payment Dates (whether consecutive
         or not) following the initial issuance of the Series A Preferred Stock,
         then provided that Series A Preferred Stock shall then be outstanding,
         and the Trigger Release Condition is not met (a "Trigger Event"), then
         the holders of the Series A Preferred Stock, voting as a separate class
         (the "Special Voting Shares"), will be entitled, by written notice to
         the Company given by the holders of a majority of such Special Voting
         Shares or by ordinary resolution passed by the holders of a majority of
         such Special Voting Shares present in person or by proxy at a meeting
         of such holders convened for the purpose, to appoint that number of
         directors to the Board of Directors (the "Special Directors") such that
         after giving effect to such appointment the Special Directors represent
         20% of the total number of directors (rounding up to the nearest whole
         director) but in no event shall the number of Special Directors be less
         than two (2); and thereafter to remove any such director from office
         and to appoint another person in place of such director. In addition,
         unless waived as to any committee by unanimous consent of the Special
         Directors, the Special Directors shall be represented on each committee
         established by the Board of Directors such that the Special Directors
         included on each such committee represent 20% of the total number of
         members of such committee (rounding up to the nearest whole director).


         (c) Not later than thirty (30) days after the occurrence of the Trigger
         Event, if written notice by the holders of a majority of the
         outstanding Special Voting Shares has not been given designating the
         directors then subject to appointment by the Special Voting Shares, the
         Board of Directors will call and give notice of a meeting of the
         holders of the Special Voting Shares for the purpose of designating
         such directors, such meeting to be held not later than forty-five (45)
         days after the expiration of such 30-day period. If the Board of
         Directors or an authorized committee thereof fails to call and give
         notice of such meeting within such 30-day period, the holders of shares
         representing at least 10% of the Special Voting Shares will be entitled
         to convene such meeting. The provisions of the Articles of
         Incorporation and Bylaws of the Company relating to the convening and
         conduct of meetings of shareholders will apply with respect to any such
         meeting, except to the extent inconsistent with the provisions hereof.


         (d) At such time following a Trigger Event as the Company shall have
         fully paid continuous non-cumulative dividends on all outstanding
         shares of Series A Preferred Stock for at least six (6) consecutive
         quarterly Dividend Payment Dates (the "Trigger Release Condition"), the
         rights of the holders of the Series A Preferred Stock to appoint
         directors as described above shall terminate, the terms of any
         directors appointed by the Special Voting Shares shall forthwith
         terminate, and the number of directors of the Company shall be reduced
         by the number of such terminating directors; subject to revesting of
         such voting rights in the event of each and every additional failure to
         pay a quarterly dividend.


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         (e) At any time following the Trigger Event, until the occurrence of
         the Trigger Release Condition, the following actions shall not be taken
         without the approval of that number of directors otherwise required for
         such action pursuant to applicable law and the Articles of
         Incorporation and Bylaws of the Company, plus at least one Special
         Director not included for purposes of determining approval in
         accordance with such otherwise applicable standard: (i) any issuance of
         debt or equity securities by the Company or any bank subsidiary,
         provided that such approval shall not be required for (A) the issuance
         for cash of non-voting securities ranking junior as to dividends and
         distributions (whether upon liquidation, dissolution, winding up or
         otherwise) to the Series A Preferred Stock, or (B) borrowings in the
         ordinary course of business, not involving capital instruments, by a
         bank subsidiary; (ii) any merger, acquisition, or sale of all or
         substantially all of the assets involving the Company or any of its
         subsidiaries; or (iii) any grant of options, warrants or other rights
         to acquire equity securities of the Company.

         (f) Each of the directors appointed by the Series A Preferred Stock
         shall have all of the rights, privileges, duties and responsibilities
         of a director of the Company.

         7.       OPTIONAL REDEMPTION.

         (a) Holders of Series A Preferred Stock shall have no right to require
         the redemption of shares of Series A Preferred Stock.

         (b) Shares of Series A Preferred Stock shall be redeemable by the
         Company, in whole or in part, at any time and from time to time after
         [June ___], 2007, at a redemption price of $25.00 per share, plus an
         amount equal to declared and unpaid dividends, to the date fixed for
         redemption. Prior to [June ___], 2007, the Company shall not redeem or
         call for redemption any shares of Series A Preferred Stock, except that
         in the event of a Change of Control the Company may redeem the Series A
         Preferred Stock at the redemption prices per share set forth below,
         plus an amount equal to declared and unpaid dividends to the date fixed
         for redemption, provided the Company shall give notice of such
         redemption not later than thirty (30) days after completion of such
         Change of Control and such redemption is completed not later than
         ninety (90) days after completion of such Change of Control.

<TABLE>
<CAPTION>
           Redemption Period                            Redemption Price
           -----------------                            ----------------
<S>                                                     <C>
[June] __, 2002 through [June] __, 2003                    $    25.625
[June] __, 2003 through [June] __, 2004                    $    25.500
[June] __, 2004 through [June] __, 2005                    $    25.375
[June] __, 2005 through [June] __, 2006                    $    25.250
[June] __, 2006 through [June] __, 2007                    $    25.125
On or after [June] __, 2007                                $    25.000
</TABLE>

         (c) The shares of Series A Preferred Stock may not be redeemed by the
         Company without the prior written consent of the Federal Reserve Board,
         if then required.

         (d) Each aggregate payment of the redemption price to each record
         holder of the Series A Preferred Stock will be rounded down to the
         nearest whole cent.

         8.       PROCEDURE FOR REDEMPTION.

         (a) In the event that the Company shall elect to redeem shares of the
         Series A Preferred Stock pursuant to Section 7 hereof, the Company
         shall mail a notice of any proposed redemption to the holders of record
         of the shares of Series A Preferred Stock to be redeemed, at their
         address of record, not less than thirty (30) nor more than sixty (60)
         days prior to the date for redemption elected by the Company in such
         notice (each such date a "Redemption Date"); provided, however, that
         failure to give such notice or any defect therein or in the mailing
         records thereof shall not affect the validity of the proceedings for
         the redemption of any shares to be redeemed except as to the holder to
         whom the Company has failed to give such notice or to whom such notice
         was defective. The notice of redemption to each holder of shares of
         Series A Preferred Stock will specify the number of shares of Series A
         Preferred Stock to be redeemed, the Redemption Date,


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         the redemption price payable to the holder upon redemption, the place
         or places where certificates for the Series A Preferred Stock are to be
         surrendered for the payment of the redemption price, and shall state
         that from and after the Redemption Date dividends on those shares will
         cease. In the event that the Company chooses to redeem less than all
         the shares owned by a holder, the notice shall also specify the number
         of shares of Series A Preferred Stock of the holder that will be
         redeemed . If fewer than all of the outstanding shares of Series A
         Preferred Stock are to be redeemed, such redemption will be pro rata,
         such that the proportion of shares redeemed from each record holder is
         the same as the aggregate number of shares being redeemed bears to all
         outstanding shares of the Series A Preferred Stock. Upon the sending of
         any notice of redemption, and after receipt of approval from the
         Federal Reserve Board and in accordance with any procedures specified
         therein, the Company shall become obligated to redeem on the applicable
         Redemption Date all such shares of Series A Preferred Stock called for
         redemption and the Company shall take all steps necessary to pay the
         Redemption Price on the Redemption Date.



         (b) Notice having been mailed as aforesaid, from and after the
         Redemption Date, unless the Company defaults in the payment in full of
         the redemption price, dividends on the Series A Preferred Stock called
         for redemption shall cease on the Redemption Date, said shares shall no
         longer be deemed to be outstanding and shall not have the status of
         shares of Series A Preferred Stock, and all rights of the holders
         thereof as shareholders of the Company (except the right to receive the
         redemption price on presentation and surrender of the respective
         certificates representing the redeemed shares) shall cease on the
         Redemption Date. In the event that the Company redeems less than all
         the shares represented by any certificate, a new certificate shall be
         issued without cost to the holder thereof representing the unredeemed
         shares.


         (c) After the redemption of any shares of the Series A Preferred Stock,
         the redeemed shares will have the status of authorized but unissued
         shares of preferred stock, without designation as to class or series,
         until such shares are once more designated as part of a particular
         class or series by the Company.

         9.       ACTION BY THE COMPANY REQUIRING APPROVAL OF PREFERRED STOCK.
The Company shall not, without the affirmative vote at a meeting, or by the
written consent with or without a meeting, of the holders of at least two-thirds
of the then outstanding shares of Series A Preferred Stock (i) create or
increase the authorized number of shares of any class or series of stock having
a preference as to dividends or distributions (whether upon liquidation,
dissolution, or winding up or otherwise) which is senior to the shares of Series
A Preferred Stock, or (ii) change the preferences, qualifications, privileges,
limitations, restrictions or special or relative rights granted to or imposed
upon the shares of Series A Preferred Stock in any respect. In addition, the
Company shall not, without the affirmative vote at a meeting, or by the written
consent with or without a meeting, of the holders of at least a majority of the
then outstanding shares of Series A Preferred Stock, create or increase the
authorized number of shares of any class or series of stock having a preference
as to dividends or distributions (whether upon liquidation, dissolution, winding
up or otherwise) which is equal to the shares of Series A Preferred Stock.

         10.      FORM OF CERTIFICATE FOR SERIES A PREFERRED STOCK; TRANSFER AND
REGISTRATION.

         (a) The Series A Preferred Stock shall be issued in registered form
         only. The Company may treat the record holder of a share of Series A
         Preferred Stock, including the Depository Trust Company and its nominee
         and any other holder that holds such share on behalf of any other
         Person, as such record holder appears on the books of the registrar for
         the Series A Preferred Stock, as the sole owner of such shares for all
         purposes.

         (b) The transfer of a share of Series A Preferred Stock may be
         registered upon the surrender of the certificate evidencing the share
         of Series A Preferred Stock to be transferred, together with the form
         of transfer endorsed on it duly completed and executed, at the office
         of the transfer agent and registrar.

         (c) Registration of transfers of shares of Series A Preferred Stock
         will be effected without charge by or on behalf of the Company, but
         upon payment (or the giving of such indemnity as the transfer agent and


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         registrar may require) in respect of any tax or other governmental
         charges which may be imposed in relation to it.

         (d) The Company will not be required to register the transfer of a
         share of Series A Preferred Stock after such share has been called for
         redemption.

         11.      PREEMPTIVE AND SUBSCRIPTION RIGHTS. The holders of Series A
Preferred Stock shall not be entitled to any preemptive or subscription rights
in respect of any securities of the Company.

         12.      CONVERSION. The Series A Preferred Stock will not be
convertible into or exchangeable for any securities of the Company.








         IN WITNESS WHEREOF, PREMIER BANCORP, INC. has caused this Statement of
Rights, Designations and Preferences be signed by its President and Secretary,
respectively, on this ____ day of __________, 2002.


                                            ____________________________________
                                            John C. Soffronoff, President



                                            ____________________________________
                                            John J. Ginley, Secretary


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