CHANGE OF CONTROL AGREEMENT

     THIS AGREEMENT is made as of this 12th day of March, 1998, between Premier
Bancorp, Inc., a Pennsylvania business corporation (the "Corporation"), Premier
Bank, a Pennsylvania commercial bank (the "Bank"), and John J. Ginley an adult
individual (the "Executive"), collectively (the "Parties") and, individually,
sometimes referred to herein as a ("Party.")

     WHEREAS, the Corporation and the Bank employ the Executive as Senior Vice
President and Chief Lending Officer; and

     WHEREAS, the Executive has provided valued service to the Corporation and
the Bank in the past; and

     WHEREAS, in recognition of the valued past and present service of the
Executive, the Corporation and the Bank desire to provide incentive for
continued valued service and grants to the Executive the benefits set forth
herein upon the occurrence of a Change of Control (as defined herein); and

     WHEREAS, the purpose of this Agreement is to define certain severance
benefits that will be paid by the Corporation and the Bank in the event of a
Change of Control (as defined herein). This Agreement is not intended to affect,
nor does it affect, the terms of the Executive's employment at will, in the
absence of a Change of Control (as defined herein) of the Corporation and the
Bank. Accordingly, although this Agreement will be a binding legal obligation of
the Corporation and the Bank upon its execution, the Agreement will become
operative only upon a Change in Control, as defined below.

     NOW THEREFORE, in consideration of the Executive's service to the
Corporation and the Bank and of the mutual covenants, undertakings and
agreements set forth herein and intending to be legally bound hereby, the
Parties agree as follows:

     1. TERM. The term of the Agreement shall commence on March 12, 1998, and
shall continue until either Party gives the other written notice of termination
of employment, with or without cause. Provided, however, that termination of the
Executive's employment by the Corporation or Bank during the period of time
between the execution of an agreement to effect a Change of Control (as defined
herein) and the actual Date of Change of Control (as defined herein) shall only
be "For Cause." This Section shall not affect the terms of the Executive's
employment at will.

     For Cause shall be defined for the purpose of this section as the
occurrence of one of the following: (1) the willful failure by the Executive to
substantially perform his duties hereunder, after notice from the Corporation
and a failure to cure such violation within thirty (30) days of said notice; (2)
the willful engaging by the Executive in misconduct injurious to the Corporation
or Bank; (3)


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the dishonesty or gross negligence of the Executive in the performance of his
duties; (4) the breach of Executive's fiduciary duty involving personal profit;
(5) the violation of any law, rule or regulation governing banks or bank
officers or any final cease and desist order issued by a bank regulatory
authority any of which materially jeopardizes the business of the Corporation or
Bank; or (6) conduct on the part of Executive which brings public discredit to
the Corporation or Bank.

     If Executive's employment is terminated during the period of time between
the execution of an agreement to effect a Change of Control (as defined herein)
and the actual Date of the Change of Control (as defined herein) For Cause (as
defined herein), all rights of the Executive under this Agreement shall cease as
of the effective date of such termination, except that Executive (i) shall be
entitled to receive accrued salary through the date of such termination and (ii)
shall be entitled to receive the payments and benefits to which he is then
entitled under the employee benefit plans of the Employer or any affiliate
thereof as of the date of such termination.

     2. DEFINITION OF CHANGE OF CONTROL. For purposes of this Agreement, the
term "Change of Control" shall mean a change of control (other than one
occurring by reason of an acquisition of the Corporation and/or the Bank by
Executive) of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A or any successor rule or regulation
promulgated under the Securities Exchange Act of 1934, as amended (the "Act");
provided that, without limiting the foregoing, a Change of Control shall be
deemed to have occurred if:

     (a)  a merger or consolidation of the Corporation or purchase of
          substantially all of the Corporation's assets by another "person" or
          group of "persons" (as such term is defined or used in Sections 3,
          13(d), and 14(d) of the Act) and, as a result of such merger,
          consolidation or sale of assets, less than a majority of the
          outstanding voting stock of the surviving, resulting or purchasing
          person is owned, immediately after the transaction, by the holders of
          the voting stock of the Corporation before the transaction;

     (b)  any "person" as defined above, other than the Corporation and/or the
          Bank, the Executive or any "person" who on the date hereof is a
          director or officer of the Corporation and/or the Bank, is or becomes
          the "beneficial owner" (as defined in Rule 13d-3 and Rule 13d-5, or
          any successor rule or regulation, promulgated under the Act), directly
          or indirectly, of securities of the Corporation which represent
          twenty-five percent (25%) or more of the combined voting power of the
          securities of the Corporation, then outstanding; or

     (c)  during any period of two consecutive years during the term of this
          Agreement and any extension thereof, individuals who at the beginning
          of such period constitute the Board of Directors of the Corporation
          and/or the Bank cease for any reason to constitute at least two-thirds
          thereof, unless the election of each director who was not a director
          at the beginning of such period has been approved in advance by
          directors representing at least two-thirds of the directors then in
          office who were directors at the beginning of the period.


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<PAGE>


     3. DEFINITION OF DATE OF CHANGE OF CONTROL. For purposes of this Agreement,
the "Date of Change of Control" shall be defined as the first date upon which
the events delineated in Subsections (a), (b) and (c) of Section 2 are
consummated or occur.

     4. PAYMENTS UPON TERMINATION. If a Change of Control (as defined herein)
occurs, then the Executive shall be entitled to receive a lump sum payment equal
to two (2) times his current Annual Direct Salary, at the earliest of the
following events:

     (a)  If, between the execution of an agreement to effect a Change of
          Control (as defined herein) and the actual Date of a Change of Control
          (as defined herein) the Executive's employment with the Corporation
          and the Bank is terminated, other than For Cause (as defined herein);

     (b)  If the Executive is not offered employment by the acquiring person or
          entity as of the Date of Change of Control (as defined herein) in a
          position having equivalent responsibilities, authority, compensation
          and benefits as he received immediately prior to the Change of Control
          (as defined herein);

     (c)  If, between the Date of the Change of Control (as defined herein) and
          six (6) months after the Date of Change of Control (as defined
          herein), the Executive is terminated from employment, for any reason
          whatsoever, by the acquiring person or entity; or

     (d)  If, between three (3) and (6) months after the Date of Change of
          Control (as defined herein), the Executive terminates his employment
          with the acquiring person or entity.

If at the end of six (6) months after the Date of the Change of Control (as
defined herein), none of the events described above in Subsections (a), (b), (c)
or (d) of this Section have occurred, then the Executive shall no longer be
entitled to receive the Payments Upon Termination set forth in this Section, and
the Agreement shall thereafter be null and void.

     Annual Direct Salary shall be defined herein as the fixed, gross, base
annual salary paid to the Executive at such time as the Corporation and the Bank
customarily pays its other senior officers and shall not include any benefits,
bonuses, incentives or other compensation.

     This Agreement shall be null and void if the Payments Upon Termination
provided in Section 4 hereof cause the transaction effectuating the Change of
Control to not be accounted for as a pooling of interests for accounting
purposes by the United States Securities and Exchange Commission and such
pooling of interest accounting treatment is a condition to the consummation of
the Change of Control transaction mutually agreed upon by the Parties as part of
a definitive agreement for such transaction.


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<PAGE>


     5. NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
certified mail, return receipt requested, postage prepaid, addressed as follows:

         If to the Executive:
                                    John J. Ginley
                                    3021 Guilford Street
                                    Philadelphia, PA 19152

         If to the Corporation:
                                    Clark S. Frame, Chairman of the Board
                                    Premier Bancorp, Inc.
                                    379 North Main Street
                                    P.O. Box 818
                                    Doylestown, PA 18901-0818

         If to the Bank:
                                    Clark S. Frame, Chairman of the Board
                                    Premier Bank
                                    450 East Street
                                    P.O. Box 818
                                    Doylestown, PA 18901-0818

or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.

     6. SUCCESSORS. This Agreement shall inure to the benefit of and be binding
upon the Executive, his personal representatives, heirs or assigns, and any of
their successors or assigns, provided, however, that the Executive may not
commute, anticipate, encumber, dispose or assign any payment herein except as
specifically set forth in paragraph 9 herein.

     7. SEVERABILITY. If any provision of this Agreement is declared
unenforceable for any reason, the remaining provisions of this Agreement shall
be unaffected thereby and shall remain in full force and effect.

     8. AMENDMENT. This Agreement may be amended or canceled only by mutual
agreement of the parties in writing.

     9. PAYMENT OF MONEY DUE DECEASED EXECUTIVE. In the event of Executive's
death, any monies that may be due him from the Corporation and the Bank under
this Agreement as of the date of death or thereafter shall be paid to the person
designated by him in writing for this purpose, or, in the absence of any such
designation, to his estate.


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<PAGE>


     10. NO GUARANTEE OF EMPLOYMENT. Nothing in this Agreement shall constitute
or give rise to any guarantee or contract of employment of the Executive by the
Corporation and the Bank, and shall not give the Executive any right to be
employed by or retained in the employ of the Corporation and the Bank in any
position or capacity.

     11. LIMITATION OF DAMAGES FOR BREACH OF AGREEMENT. In the event of a breach
of this Agreement by either the Corporation and the Bank or the Executive, each
hereby waives to the fullest extent permitted by law the right to assert any
claim against the others for punitive or exemplary damages. In no event shall
any party be entitled to the recovery of attorney's fees or costs.

     12. LAW GOVERNING. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.

     13. ENTIRE AGREEMENT. This Agreement supersedes any and all prior
agreements, either oral or in writing, between the parties with respect to
payments upon termination after a Change of Control, and this Agreement contains
all the covenants and agreements between the parties with respect to same.


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     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Agreement to be duly executed in their respective names
and, in the case of the Corporation and the Bank, by its authorized
representatives the day and year above mentioned.


ATTEST:                                     PREMIER BANCORP, INC.


/s/ John J. Ginley                          By: /s/ Clark S. Frame
----------------------                          -------------------------------
John J. Ginley                                  Clark S. Frame, Chairman
                                                of the Board



ATTEST:                                     PREMIER BANK


/s/ John J. Ginley                          By: /s/ Clark S. Frame
----------------------                          -------------------------------
John J. Ginley                                  Clark S. Frame, Chairman
                                                of the Board


/s/ John C. Soffronoff                      By: /s/ John J. Ginley
----------------------                          -------------------------------
                                                John J. Ginley, Senior
                                                Vice President &
                                                Chief Lending Officer


WITNESS:


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