AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                                    QNB CORP.

     In  compliance  with  the  requirements  of  Section  204 of  the  Business
Corporation Law, Act of May 5, 1933 (P.L. 364), as amended (15 P.S. (0)1204) the
undersigned,  desiring  to be  incorporated  as a business  corporation,  hereby
certify that:

                                    ARTICLE I

                                      Name

     The name of the Corporation is QNB Corp.

                                   ARTICLE II

                                    Location

     The  location  and post  office  of the  initial  registered  office of the
Corporation in the Commonwealth of Pennsylvania is Third and West Broad Streets,
Quakertown, Pennsylvania 18951.

                                   ARTICLE III

                                     Purpose

     The corporation is incorporated  under the Business  Corporation Law of the
Commonwealth  of  Pennsylvania  for the  purposes of  conducting  any lawful act
concerning  any  or  all  lawful   business  for  which  a  corporation  may  be
incorporated under the provisions of the Business Corporation Law.

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                                   ARTICLE IV

                                      Term

     The term for which the Corporation is to exist is Perpetual.


                                   ARTICLE V

                                     Shares

     The aggregate  number of shares which the corporation  shall have authority
to issue is 5,000,000 shares of Common Stock par value of $5.00 per share.

     Shares of  authorized  capital stock may be issued from time to time as and
when the Board of Directors shall determine and for such consideration as may be
fixed from time to time by the Board of  Directors,  except that no stock may be
issued for less than the par value thereof in the case of stock with par value.


                                   ARTICLE VI

                  No Preemptive Rights - No Cumulative Voting.

     A. No holder of shares of any class of stock of the Corporation  shall have
any preemptive or  preferential  right to subscribe  for,  purchase or otherwise
acquire or  receive  any  shares of any class of stock  hereafter  issued by the
Corporation,  whether now or hereafter authorized, or any shares of any class of
stock of the Corporation  now or hereafter  acquired and held by the Corporation
as treasury stock and subsequently  reissued and sold or otherwise  disposed of,
or any  bonds,  certificates  of  indebtedness,  notes or any  other  securities
convertible  into or exchangeable  for, or any warrants or rights to purchase or
otherwise acquire, any shares of any class of stock of the Corporation,  whether
now or hereafter authorized.

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     B. At each election of directors every shareholder entitled to vote at such
election  shall have the right to vote the number of shares  owned by him for as
many persons as there are directors to be elected and for whose  election he has
a right to vote. Cumulative Voting shall not be allowed.

                                   ARTICLE VII

                               Board of Directors

     A. The number of directors of the Corporation  shall be nine (9) and may be
changed from time to time but only by receiving the affirmative  vote of (i) the
holders of at least seventy-five  percent (75%) of all the outstanding shares of
the Corporation  entitled to vote on such change, or (ii)  seventy-five  percent
(75%) of the directors then in office.  Each director of this Corporation during
the full  term of his  directorship  must own a  minimum  of 200  shares  of the
authorized common stock of the Corporation.

     B. Except for the initial  Board of Directors  named in Article XI of these
Articles of  Incorporation,  the Board of Directors shall be and is divided into
three  classes,  Class I, Class II and Class III, which shall be as nearly equal
in number as possible.  Each  director  shall serve a term ending on the date of
the third annual meeting following the annual meeting at which such director was
elected;  provided,  however,  that each initial  director in Class I shall hold
office  until the  annual  meeting of  stockholders  in 1987;  and each  initial
director in Class III shall hold office until the annual meeting of stockholders
in 1988.

     At each annual  meeting held after 1985,  the  directors  chosen to succeed
those whose terms are expiring shall be identified as being of the same class as
the directors whom they

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succeed and shall be elected for a term expiring at the third succeeding  annual
meeting  of  stockholders  or  thereafter  in each  case when  their  respective
successors are elected and qualified.

     C. In the event of any  increase or decrease  in the  authorized  number of
directors, (i) each director then serving as such shall nevertheless continue as
a director of the class of which he or she is a member until the  expiration  of
his or her current term, or his or her prior death, retirement,  resignation, or
removal, and (ii) the newly created or eliminated directorship(s) resulting from
such increase or decrease shall be  apportioned by the Board of Directors  among
the three classes of directors so as to maintain such classes as nearly equal as
possible.

     D.  Nominations  for election to the Board of Directors  may be made by the
Board of Directors or by any  shareholder  of any  outstanding  class of capital
stock of the Corporation entitled to vote for election of directors. Nominations
other  than  those  made  by or on  behalf  of the  existing  management  of the
Corporation,  shall be made in writing and shall be  delivered  or mailed to the
President of the Corporation,  not less than 14 days nor more than 50 days prior
to any meeting of  shareholders  called for the election of Directors,  provided
however,  that  if less  than  21  days'  notice  of the  meeting  is  given  to
shareholders,  such nomination  shall be mailed or delivered to the President of
the  Corporation  not  later  than the  close of  business  on the  seventh  day
following the day on which the notice of meeting was mailed.  Such  notification
shall  contain the  following  information  to the extent known to the notifying
shareholder:  (a) the  name  and  address  of  each  proposed  nominee;  (b) the
principal occupation of each proposed nominee; (c) the total number of shares of
capital stock of the Corporation  that will be voted for each proposed  nominee;
(d) the name and  residence  address of the notifying  shareholder;  and (e) the
number of shares of  capital  stock of the  Corporation  owned by the  notifying
shareholder. Nominations not

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made in  accordance  herewith  may, in his  discretion,  be  disregarded  by the
chairman  of the  meeting,  and upon his  instructions,  the  vote  tellers  may
disregard all votes cast for each such nominee.

                                  ARTICLE VIII

                              Business Combinations

     A.  The  affirmative  vote of the  holders  of not less  than  seventy-five
percent  (75%)  of the  outstanding  shares  of stock  of the  Corporation  then
entitled to vote shall be required  for the  approval  or  authorization  of any
"Business Combination" (as hereinafter defined). Such seventy-five percent (75%)
voting requirement shall not be applicable if:

          (1) the Board of Directors of the  Corporation  has by a majority vote
     of the members of the Board then in office (a) given prior  approval to the
     acquisition by the "Related  Person" (as hereinafter  defined)  involved in
     the Business Combination of 20% or more of the outstanding shares of Common
     Stock of the Corporation, the acquisition of which resulted in such person,
     corporation  or other entity  becoming a Related Person or (b) approved the
     Business  Combination  prior to the time that the  person,  corporation  or
     other  entity  involved  in the  Business  Combination  shall have become a
     Related Person; or

          (2) the Business  Combination  involves  solely the  Corporation and a
     Subsidiary,  none of whose stock is beneficially  owned by a Related Person
     (other than Beneficial  Ownership  arising solely because of the control of
     the  Corporation),  provided that if the  Corporation  is not the surviving
     company,  each  stockholder  of the  Corporation  receives the same type of
     consideration in such transaction in proportion to his  stockholdings,  the
     provisions  of Article V, and Articles  VII through X of the  Corporation's
     Articles of Incorporation are continued in effect

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     or  adopted  by  such  surviving   company  as  part  of  its  articles  of
     incorporation or certificate of incorporation, as the case may be, and such
     articles  or  certificate  have  no  provisions   inconsistent   with  such
     provisions,  and the provisions of the Corporation's  By-Laws are continued
     in effect or adopted by said surviving company.

     B. The Board of Directors of the Corporation,  when evaluating any offer of
another party to (a) make a tender or exchange offer for any equity  security of
the  Corporation,   (b)  merge  or  consolidate  the  Corporation  with  another
corporation,  or (c) purchase or otherwise  acquire all or substantially  all of
the properties and assets of the  Corporation  may consider,  in connection with
the exercise of its  judgment in  determining  what is the best  interest of the
Corporation and its stockholders,  including without limitation,  (i) the social
and economic effects on the employees,  customers, and other constituents of the
Corporation and its subsidiaries and on the communities in which the Corporation
and its  subsidiaries  operate  or are  located;  (ii) the  desirability  of the
Corporation continuing as an independent entity; and (iii) such other factors as
the Board of Directors shall deem relevant.

     C. For purposes of this Article VIII the following defined terms shall have
the following meanings:

          (1) The term  "Business  Combination"  shall  mean (a) any  merger  or
     consolidation  of the  Corporation  or a Subsidiary  with or into a Related
     Person,  (b) any sale,  lease,  exchange,  transfer  or other  disposition,
     including  without  limitation,  a mortgage or any other security device of
     all or any  substantial  part of the assets of the  Corporation  (including
     without limitation any securities of a Subsidiary) or of a Subsidiary, to a
     Related Person, (c) any merger or consolidation of a Related Person with or
     into this Corporation or a Subsidiary, (d) any sale,

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     lease,  exchange,  transfer or other  disposition of all or any substantial
     part of the assets of a Related Person to this Corporation or a Subsidiary,
     (e) the issuance of any securities of this Corporation or a Subsidiary to a
     Related  Person,  (f) the acquisition by the Corporation or a Subsidiary of
     any  securities of a Related  Person,  (g) any  reclassification  of Voting
     Stock of the Corporation, or any recapitalization involving Voting Stock of
     the  Corporation,  consummated  within  five years  after a Related  Person
     become a Related  Person,  (h) any loan or other extension of credit by the
     Corporation  or a Subsidiary to the Related Person or any guarantees by the
     Corporation or a Subsidiary of any loan or other extension of credit by any
     person  to a  Related  Person,  and (i) any  agreement,  contract  or other
     arrangement  provided  for  any  of  the  transactions  described  in  this
     definition of Business combination.

          (2) The term "Related  Person" shall mean and include any  individual,
     corporation, partnership or other person or entity which, together with its
     "affiliates" and "associates",  (as those terms are hereinafter defined) is
     the  beneficial  owner,  directly  or  indirectly,  of 20% or  more  in the
     aggregate of the outstanding shares of the Corporation's  stock entitled to
     vote at the election of directors of the Corporation.

          (3) For purposes of this Article VIII any corporation, person or other
     entity shall be deemed to be the beneficial owner of any shares of stock of
     the Corporation,  (i) which it owns directly,  whether or not of record, or
     (ii)  which it has the  right  to  acquire  pursuant  to any  agreement  or
     understanding or upon exercise of conversion rights, warrants or options or
     otherwise,  whether  or not  presently  exercisable,  or  (iii)  which  are
     beneficially owned,  directly or indirectly  (including shares deemed to be
     owned  through  application  of clause (ii) above),  by an  "affiliate"  or
     "associate"  as  those  terms  are  defined  herein,   or  (iv)  which  are
     beneficially owned,

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     directly  or  indirectly  by  any  other  corporation,   person  or  entity
     (including  any shares which such other  corporation,  person or entity has
     the right to acquire  pursuant to any  agreement or  understanding  or upon
     exercise of conversion rights, warrants or options or otherwise, whether or
     not presently  exercisable) with which it or its "affiliate" or "associate"
     has any  agreement  or  arrangement  or  understanding  for the  purpose of
     acquiring, holding, voting or disposing of stock of this Corporation.

          (4) For the purposes of this Article VIII, the term "affiliate"  shall
     mean  any  person  that  directly,   or  indirectly  through  one  or  more
     intermediaries,  controls,  or is controlled by, or is under common control
     with,  such  corporation,  person  or  other  entity.  The  term  "control"
     (including  the terms  "controlling",  "controlled  by" and  "under  common
     control with") means the possession,  directly or indirectly,  of the power
     to  direct or cause the  direction  of the  management  and  policies  of a
     corporation,  person or other  entity,  whether  through the  owner-ship of
     voting securities, by contract, or otherwise.

          (5) For purposes of this Article VIII, the term "associate" shall mean
     (i) any  corporation  or  organization  (other  than the  Corporation  or a
     majority-owned  subsidiary of this  Corporation) of which such corporation,
     person or entity is an officer or partner or is,  directly  or  indirectly,
     the  beneficial  owner of ten percent  (10%) or more of any class of equity
     securities,  (ii) any  trust or other  estate  in which  such  corporation,
     person or other entity has a substantial beneficial interest or as to which
     such  corporation,  person or other  entity  serves  as a  trustee  or in a
     similar  fiduciary  capacity,  and  (iii)  any  relative  or spouse of such
     person,  or any  relative  of such  spouse,  who has the same house as such
     person or who is a director  or officer of this  corporation  or any of its
     subsidiaries.

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<PAGE>

          (6) The Board of Directors  shall have the power and duty to determine
     for the purposes of this Article VIII on the basis of information  known to
     the Board of Directors of this Corporation, whether

               (i) such other corporation,  person or other entity  beneficially
          owns more than 20% in  number of shares of the  outstanding  shares of
          the Corporation entitled to vote in elections of directors, and

               (ii) a  corporation,  person or other entity is an "affiliate" or
          "associate" (as defined above) of another.

               Any such  determination  shall be conclusive  and binding for all
          purposes of this Article VIII.

          (7) The term "Substantial Part" shall mean more than ten percent (10%)
     of the total assets of the person or entity in  question,  as of the end of
     its most recent fiscal year ending prior to the time the  determination  is
     being made.

          (8) The term  "Subsidiary"  shall mean any corporation or other entity
     more  than  50%  of  the  stock  of  which  is  Beneficially  owned  by the
     Corporation.

                                   ARTICLE IX

                   Section 910 of the Business Corporation Law

     The provisions of Section 910 of the Business  Corporation  Law, Act of May
5, 1933 (P.L. 364), as amended,  is hereby  incorporated herein by reference and
it hereby forms an integral part of these Articles of Incorporation.


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                                    ARTICLE X


                     Amendments of Articles of Incorporation

     These Articles of Incorporation  may be amended,  subject to the provisions
of the laws of the  Commonwealth  of  Pennsylvania,  at any  regular  or special
meeting of the  shareholders  for which adequate  notice has been given,  by the
affirmative  vote of the holders of the  majority of the  outstanding  shares of
stock of the Corporation then entitled to vote, provided however that Article V,
Articles VII through IX and this Article X of the Articles of Incorporation  may
be amended only by the affirmative  vote of the holders of seventy-five  percent
(75%) of the  out-standing  shares of stock of the Corporation  then entitled to
vote at a special meeting called for that purpose.

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                                   ARTICLE XI

                         Incorporators - First Directors

     The name and post office  address of the  incorporators  and the number and
class of shares subscribed by each incorporator is:

                                                                  Number and
        Name                       Address                     Class of Shares
       -----                      --------                     ---------------

Ray M. Taylor            Tenth Street & Park Avenue             200 shares of
                         Quakertown, PA 18951                   Common Stock

Donald T. Knauss         330 Edgemont Avenue                    200 shares of
                         Quakertown, PA 18951                   Common Stock

James C. Ebbert          303 Edgemont Avenue                    200 shares of
                         Quakertown, PA 18951                   Common Stock

Philip D. Miller         59 Muhlenberg Circle                   200 shares of
                         Quakertown, PA 18951                   Common Stock

Charles M. Meredith, III 203 Juniper Street                     200 shares of
                         Quakertown, PA 18951                   Common Stock

J. Clair Hershey         Springtown, PA 18081                   200 shares of
                                                                Common Stock

Charles G. Hersh         260 Locust Street                      200 shares of
                         Coopersburg, PA 18036                  Common Stock

Edgar L. Stauffer        Bowers Mill Road, MR1                  200 shares of
                         Pennsburg, PA 18073                    Common Stock

Henry L. Rosenberger     1047 Hatfield Valley Rd.               200 shares of
                         Hatfield, PA 19440                     Common Stock


     The foregoing Incorporators shall be the first directors of the Corporation
who shall serve until the first  annual  meeting of the  shareholders,  at which
time their  successor shall be duly elected in accordance with the provisions of
Article VII of these Articles of Incorporation.

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                                   ARTICLE XII

                               Director Liability

     A. Director's Personal  Liability.  A director of the corporation shall not
be personally  liable for monetary  damages for any action taken, or any failure
to take any action, provided however, that this provision shall not eliminate or
limit the  liability  of a  director  to the  extent  that such  elimination  or
limitation of liability is expressly  prohibited by the Pennsylvania  Directors'
Liability Act as in effect at the time of the alleged  action or failure to take
action by such director.

     B. Preservation of Right. Any repeal or modification of this Article by the
shareholders  of the  corporation  shall  not  adversely  affect  any  right  or
protection  existing  at the time of such  repeal or  modification  to which any
director or former  director  may be  entitled  under this  Article.  The rights
conferred by this Article  shall  continue as to any person who has ceased to be
director  of the  corporation  and  shall  inure  to the  benefit  of the  heir,
executors and administrators of such person.

                                  ARTICLE XIII

                                 Indemnification

     A. Mandatory  Indemnification  of Directors and Officers.  The  corporation
shall indemnify,  to the fullest extent now or hereafter  permitted by law, each
director  or  officer  (including  each  former  director  or  officer)  of  the
corporation who was or is made a party to or a witness in or is threatened to be
made a party to or a witness in any  threatened,  pending or  completed  action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason  of  the  fact  that  he is or was an  authorized  representative  of the
corporation, against all expenses (including attorneys' fees and disbursements),
judgments, fines (including excise taxes and

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penalties) and amounts paid in settlement  actually and  reasonably  incurred by
him in connection with such action, suit or proceeding.

     B.  Mandatory  Advancement  of  Expenses to  Directors  and  Officers.  The
corporation  shall pay expenses  (including  attorneys' fees and  disbursements)
incurred  by a director  or officer of the  corporation  referred  to in Section
XIII(A)  hereof in  defending or appearing as a witness in any civil or criminal
action, suit or proceeding described in Section XIII(A) hereof in advance of the
final disposition of such action,  suit or proceeding.  The expenses incurred by
such  director  or officer  shall be paid by the  corporation  in advance of the
final  disposition  of such action,  suit or proceeding  only upon receipt of an
undertaking  by or on behalf of such  director  or officer to repay all  amounts
advanced if it shall  ultimately  be  determined  that he is not  entitled to be
indemnified by the corporation.

     C. Permissive  Indemnification and Advancement of Expenses. The corporation
may, as determined by the Board of Directors from time to time, indemnify to the
fullest  extent now or  hereafter  permitted  by law, any person who was or is a
party to or a witness in or is threatened to be made a party to or a witness in,
or is otherwise involved in, any threatened,  pending or completed action,  suit
or proceedings,  whether civil,  criminal,  administrative or investigative,  by
reason  of  the  fact  that  he is or was an  authorized  representative  of the
corporation,  both as to action  in his  official  capacity  and as to action in
another  capacity  while  holding such office or position,  against all expenses
(including  attorneys'  fees and  disbursements),  judgments,  fines  (including
excise  taxes and  penalties),  and  amounts  paid in  settlement  actually  and
reasonably  incurred by him in connection with such action, suit or proceedings.
The corporation  may, as determined by the Board of Directors from time to time,
pay expenses incurred by any such

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person by reason of his participation in an action,  suit or proceeding referred
to in this Section in advance of the final  disposition of such action,  suit or
proceeding  upon  receipt of an  undertaking  by or on behalf of such  person to
repay such amount if it shall  ultimately be determined  that he is not entitled
to be indemnified by the corporation.

     D. Scope of Indemnification. Indemnification under this Article is provided
pursuant to Section 8365 of the  Pennsylvania  Directors'  Liability Act (or any
successor  provision  or  statute),  and this  Article  is  intended  to provide
indemnification  in accordance with its terms whether the corporation would have
the power to so indemnify under any other  provisions of law except such Act and
whether or not the  indemnified  liability  arises or arose from any threatened,
pending  or   completed   action  by  or  in  the  right  of  the   corporation;
indemnification  under this Article shall not be made by the  corporation in any
case  where the  alleged  act or  failure  to act  giving  rise to the claim for
indemnification is expressly prohibited by the Pennsylvania Directors' Liability
Act or any successor  statute as in effect at the time of such alleged action or
failure to take action.

     E. Insurance;  Funding to Meet Indemnification Obligations. The corporation
shall  have the  power to  purchase  and  maintain  insurance  on  behalf of any
authorized  representative  of the  corporation  against any liability  asserted
against  him and  incurred  by him in any such  capacity,  or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability. The Board of Directors,  without further approval of
the  shareholders,  shall  have the  power to  borrow  money  on  behalf  of the
corporation,  including the power to pledge the assets of the corporation,  from
time to  time  to  discharge  the  corporation's  obligations  with  respect  to
indemnification and the advancement and reimbursement of expenses,

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and the purchase  and  maintenance  of insurance on behalf of each  director and
officer against any liability  asserted  against or incurred by such director or
officer in any capacity.

     F.  Miscellaneous.  Each director and officer of the  corporation  shall be
deemed to act in such capacity in reliance  upon such rights of  indemnification
and  advancement  of expenses as are  provided  in this  Article.  The rights of
indemnification  and advancement of expenses  provided by this Article shall not
be  deemed   exclusive  of  any  other  rights  to  which  any  person   seeking
indemnification  or advancement of expenses may be entitled under any agreement,
vote of shareholders or disinterested directors,  statute or otherwise,  both as
to action  in such  person's  official  capacity  and as to  action  in  another
capacity  while  holding  such office or  position,  and shall  continue as to a
person who has ceased to be an authorized  representative of the corporation and
shall inure to the benefit of the heirs,  executors and  administrators  of such
person.  Any repeal or modification  of this Article by the  shareholders or the
Board of Directors of the  corporation  shall not adversely  affect any right or
protection  existing  at the time of such  repeal or  modification  to which any
person may be entitled under this Article.

     G. Definition of Corporation.  For purposes of this Article,  references to
"the corporation" shall include, in addition to the resulting  corporation,  any
constituent  corporation (including any constituent of the constituent) absorbed
in a  consolidation  or merger which,  if its separate  existence had continued,
would have had power and authority to indemnify its  authorized  representatives
so  that  any  person  who  is or  was  an  authorized  representative  of  such
constituent corporation shall stand in the same position under this Article with
respect to the resulting or surviving  corporation as he would have with respect
to such constituent corporation if its separate existence had continued.

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     H.  Definition  of  Authorized  Representative.  For the  purposes  of this
Article, the term "authorized  representative"  shall mean a director,  officer,
employee or agent of the corporation, or any subsidiary of the corporation, or a
trustee,  custodian,  administrator,  committeeman  or fiduciary of any employee
benefit plan  established and maintained by the corporation or by any subsidiary
of the corporation, or a person serving another corporation,  partnership, joint
venture,  trust or other  enterprise in any of the  foregoing  capacities at the
request of the corporation.

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