PREMIER BANCORP INC /PA/, DEF 14A, 2000-04-11

PREMIER BANCORP INC /PA/
DEF 14A, 2000-04-11
STATE COMMERCIAL BANKS

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PREMIER BANCORP, INC.
379 NORTH MAIN STREET
DOYLESTOWN, PENNSYLVANIA 18901
(215) 345-5100
- --------------------------------------------------------------------------------

April 11, 2000

Dear Fellow Shareholders of Premier Bancorp, Inc.:

On behalf of the Board of Directors, I am pleased to invite you to
attend Premier Bancorp, Inc.'s Annual Meeting of Shareholders to be held on
Thursday, May 11, 2000 at 9:00 a.m., Eastern Daylight Time. This year's annual
meeting will be held at the Doylestown Country Club, Green Street, Doylestown,
Pennsylvania 18901. At the annual meeting, you will have the opportunity to ask
questions and to make comments. Enclosed with the proxy statement are your proxy
and Premier Bancorp, Inc.'s 1999 Annual Report.

The principal business of the meeting is to elect 5 Class 2 Directors to
serve a term of 3 years and to transact any other business that is properly
presented at the annual meeting. The notice of meeting and proxy statement
accompanying this letter describe the specific business to be acted upon in more
detail.

I am delighted that you have invested in Premier Bancorp, Inc., and I hope
that, whether or not you plan to attend the annual meeting, you will vote as
soon as possible by completing, signing and returning the enclosed proxy in the
envelope provided. The prompt return of your proxy will save Premier Bancorp,
Inc. expenses involved in further communications. Your vote is important. Voting
by written proxy will ensure your representation at the annual meeting if you do
not attend in person.

I look forward to seeing you on May 11, 2000, at Premier Bancorp, Inc.'s
annual meeting.

Sincerely,

/s/ Clark S. Frame
---------------------
Clark S. Frame
Chairman of the Board

<PAGE>

[This Page Intentionally Left Blank]

<PAGE>

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF PREMIER BANCORP, INC.
TO BE HELD ON MAY 11, 2000

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that Premier Bancorp, Inc. will hold its Annual
Meeting of Shareholders on Thursday, May 11, 2000, at 9:00 a.m., Eastern
Daylight Time, at the Doylestown Country Club, Green Street, Doylestown,
Pennsylvania 18901, to consider and vote upon the following proposals:

1. To elect the following individuals as Class 2 Directors, each to
serve a 3 year term:

o John J. Ginley
o Dr. Thomas E. Mackell
o Neil W. Norton
o Irving N. Stein
o HelenBeth Garofalo Vilcek

2. To transact any other business properly presented at the annual
meeting and any adjournment or postponement of the meeting.

Shareholders of record as of April 4, 2000, are entitled to notice of
the meeting and may vote at the annual meeting, either in person or by proxy.

Management welcomes your attendance at the annual meeting. Whether or not
you expect to attend the annual meeting in person, you are requested to
complete, sign, date and promptly return the enclosed proxy in the accompanying
postage-paid envelope. The prompt return of your proxy will avoid expenses
involved in further communications. Even if you return a proxy, you may vote in
person if you give written notice to the Secretary of Premier Bancorp, Inc. and
attend the annual meeting. Returning your proxy will ensure that your shares
will be voted in accordance with your wishes and that the presence of a quorum
will be assured.

Premier Bancorp, Inc.'s Board of Directors is distributing the
corporation's proxy statement, form of proxy and Premier Bancorp, Inc.'s 1999
Annual Report to Shareholders on or about April 11, 2000.

By Order of the Board of Directors,

/s/ Clark S. Frame
--------------------------------
Clark S. Frame
Chairman of the Board

Doylestown, Pennsylvania
April 11, 2000

YOUR VOTE IS IMPORTANT.

TO VOTE YOUR SHARES, PLEASE SIGN, DATE AND COMPLETE THE ENCLOSED PROXY AND
MAIL IT PROMPTLY IN THE ENCLOSED, POSTAGE-PAID ENVELOPE.

<PAGE>

[This Page Intentionally Left Blank]

<PAGE>

PREMIER BANCORP, INC.
379 NORTH MAIN STREET
DOYLESTOWN, PENNSYLVANIA 18901

AMEX TRADING SYMBOL: PPA

PROXY STATEMENT
2000 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 11, 2000

Mailed to Shareholders on or about April 11, 2000

<PAGE>

<TABLE>
<CAPTION>
TABLE OF CONTENTS

PROXY STATEMENT Page
----
<S> <C>
GENERAL INFORMATION................................................................................................1
Date, Time and Place of the Annual Meeting................................................................1
Description of Premier Bancorp, Inc.......................................................................1

VOTING PROCEDURES..................................................................................................2
Solicitation and Voting of Proxies........................................................................2
Quorum and Vote Required For Approval.....................................................................2
Revocability of Proxy.....................................................................................3
Methods of Voting.........................................................................................4

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS..........................................................................4
Governance................................................................................................4
Directors and Executive Officers of Premier Bancorp, Inc. and Premier Bank................................5
Committees and Meetings of the Corporation's and the Bank's Boards of Directors...........................6
Compensation of the Board of Directors....................................................................7

EXECUTIVE COMPENSATION.............................................................................................7
Summary Compensation Table................................................................................8
Qualified Stock Options...................................................................................9
Option/SAR Grants in Last Fiscal Year.....................................................................9
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values.....................................................................9
Change of Control Agreements..............................................................................9
Incentive Stock Option Plan..............................................................................10
401(k) Plan..............................................................................................10

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................................................................10

ELECTION OF DIRECTORS.............................................................................................11
Qualification and Nomination of Directors................................................................11
Information as to Nominees and Directors.................................................................12

BENEFICIAL OWNERSHIP OF PREMIER BANCORP, INC.'S STOCK OWNED BY
PRINCIPAL OWNERS AND MANAGEMENT..........................................................................14
Principal Shareholders...................................................................................14
Share Ownership by the Directors, Officers and Nominees..................................................14

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE...........................................................17

PROPOSALS.........................................................................................................17
Election of 5 Class 2 Directors..........................................................................17

ANNUAL REPORT.....................................................................................................18

SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING.................................................................18

OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING.............................................................18

ADDITIONAL INFORMATION............................................................................................18
</TABLE>

<PAGE>

PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
PREMIER BANCORP, INC.
TO BE HELD ON MAY 11, 2000

GENERAL INFORMATION

Date, Time and Place of the Annual Meeting

Premier Bancorp, Inc. a Pennsylvania business corporation and registered
bank holding company, is furnishing this proxy statement in connection with the
solicitation by the Board of Directors of proxies to be voted at the Annual
Meeting of Shareholders of Premier Bancorp, Inc. The annual meeting will be held
at the Doylestown Country Club, Green Street, Doylestown, Pennsylvania 18901, on
Thursday, May 11, 2000 at 9:00 a.m., Eastern Daylight Time.

The corporation's principal executive office is located at 379 North Main
Street, Doylestown, Pennsylvania 18901. The corporation's telephone number is
(215) 345-5100. All inquiries regarding the annual meeting should be directed to
John C. Soffronoff, President and Chief Executive Officer of Premier Bancorp,
Inc.

Description of Premier Bancorp, Inc.

Premier Bancorp, Inc. was incorporated under the business corporation laws
of the Commonwealth of Pennsylvania on July 15, 1997 and was reorganized on
November 17, 1997 as a one-bank holding company, pursuant to the Bank Holding
Company Act of 1956. Premier Bank and PBI Capital Trust are the corporation's
wholly-owned subsidiaries.

Included with this proxy statement is a copy of the corporation's annual
report to shareholders for the fiscal year ended December 31, 1999. You may
obtain a copy of the corporation's annual report for the 1998 fiscal year at no
cost by contacting Bruce E. Sickel, Chief Financial Officer, Premier Bancorp,
Inc., 516 Second Street Pike, Southampton, Pennsylvania 18966.

We have not authorized anyone to provide you with information about the
corporation; therefore, you should rely only on the information contained in
this document or on documents to which we refer. Although we believe we have
provided you with all the information helpful to you in your decision to vote,
events may occur at Premier Bancorp, Inc. subsequent to printing this proxy
statement that might affect your decision or the value of your stock.

<PAGE>

VOTING PROCEDURES

Solicitation and Voting of Proxies

The Board of Directors solicits this proxy for use at the corporation's
2000 annual meeting of shareholders. The corporation's directors, officers and
other employees may solicit proxies in person or by telephone, facsimile,
telegraph or mail, but only for use at the annual meeting. Premier Bancorp, Inc.
will pay the cost of preparing, assembling, printing, mailing and soliciting
proxies and any additional material that the corporation sends to its
shareholders. The corporation will make arrangements with brokerage firms and
other custodians, nominees, and fiduciaries to forward proxy solicitation
materials to the owners of stock held by these persons. The corporation will
reimburse these persons for their reasonable forwarding expenses.

Only shareholders of record as of the close of business on Tuesday, April
4, 2000, (the voting record date), may vote at the annual meeting. The
corporation's records show that, as of the voting record date, 3,078,914 shares
of the corporation's common stock were outstanding. On all matters to come
before the annual meeting, shareholders may cast one vote for each share held.
Cumulative voting rights exist only with respect to the election of directors.
See "Principal Shareholders" on page 14 for a list of the persons known by the
corporation, as of the voting record date, to be the beneficial owner of 5% or
more of the corporation's outstanding common stock.

By properly completing a proxy, the shareholder appoints Edward Grosik and
Mark Mann as proxy holders to vote his or her shares as specified on the proxy.
The proxy holders will vote any signed proxy not specifying to the contrary as
follows:

FOR the election of the following individuals as Class 2 Directors for
a term of 3 years expiring in 2003:

o John J. Ginley
o Dr. Thomas E. Mackell
o Neil W. Norton
o Irving N. Stein
o HelenBeth Garofalo Vilcek

Premier Bancorp, Inc.'s Board of Directors proposes to mail this proxy
statement to the corporation's shareholders on or about April 11, 2000.

Quorum and Vote Required For Approval

Premier Bancorp, Inc.'s Articles of Incorporation authorize the corporation
to issue up to 30,000,000 shares of common stock, par value $0.33 per share.

At the close of business on April 4, 2000, the corporation had 3,078,914
shares of common stock issued and outstanding. The corporation's common stock is
the only authorized class of stock.

<PAGE>

In order to hold the annual meeting, a "quorum" of shareholders must be
present. Under Pennsylvania law and the corporation's Bylaws, the presence, in
person or by proxy, of the holders of a majority of the shares entitled to vote
(meaning a majority of the number of shares outstanding on the voting record
date) is required to constitute a quorum for the transaction of business at the
meeting. The proxy holders will count votes withheld and abstentions when
determining the presence of a quorum. However, the proxy holders will not count
broker non-votes when determining the presence of a quorum for the particular
matter as to which the broker withheld authority.

Cumulative voting rights exist only with respect to the election of
directors. This means that each shareholder has the right, in person or by
proxy, to multiply the number of votes to which he or she is entitled to vote by
the number of directors to be elected, and to cast the whole number of votes for
one candidate or to distribute all or fewer of them among two or more
candidates. The 5 director candidates receiving the highest number of votes cast
will be elected. On all other matters to come before the annual meeting, each
share of common stock is entitled to 1 vote. The proxy holders also have the
right to vote cumulatively and to distribute their votes among nominees as they
consider advisable, unless a shareholder indicates on his or her proxy how he or
she desires the votes to be cumulated for voting purposes.

Assuming the presence of a quorum, the 5 candidates for Class 2 Director
receiving the highest number of votes cast by shareholders entitled to vote will
be elected. The proxy holders will not cast votes withheld or broker non-votes
for or against any director candidates.

Revocability of Proxy

Shareholders who sign proxies may revoke them at any time before they are
voted by:

o delivering written notice of the revocation to John J. Ginley,
Secretary of Premier Bancorp, Inc., 379 North Main Street, Doylestown,
Pennsylvania 18901;

o delivering a properly executed later-dated proxy to John J. Ginley,
Secretary of Premier Bancorp, Inc., 379 North Main Street, Doylestown,
Pennsylvania 18901; or

o attending the meeting and voting in person after giving written notice
to the Secretary of Premier Bancorp, Inc.

You have the right to vote and, if desired, to revoke your proxy any time
before the annual meeting. Should you have any questions, please call John C.
Soffronoff, President and Chief Executive Officer, at (215) 345-5100.

<PAGE>

Methods of Voting

Voting by Proxy
---------------

o Mark your selections.

o Date your proxy and sign your name exactly as it appears on your
proxy.

o Mail the proxy to Premier Bancorp, Inc. in the enclosed postage-paid
envelope.

Voting in Person

o Attend the annual meeting and show proof of eligibility to vote.

o Obtain a ballot.

o Mark your selections.

o Date your ballot and sign your name exactly as it appears in the
corporation's transfer books.

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

Governance

The Board of Directors oversees all of the corporation's and its
subsidiaries' business, property, and affairs. The Chairman and officers keep
the members of the Board informed of the corporation's business through
discussions at Board meetings and by providing them reports and other materials.
The members also keep themselves informed by attending Board and committee
meetings.

During 1999, the corporation's Board of Directors held 10 meetings and
Premier Bank's Board of Directors held 10 meetings. Each director, except
Messrs. Perrucci and Cooper, attended at least 75% of the combined total number
of meetings of the corporation's and the bank's Boards and the committees of
which he or she was a member.

<PAGE>

Directors and Executive Officers of Premier Bancorp, Inc. and Premier Bank

The following table sets forth selected information about the corporation's
and the bank's directors and executive officers. The officers are elected by the
Board of Directors and each holds office at the discretion of the Board of
Directors.

<TABLE>
<CAPTION>
POSITIONS HELD
SINCE AGE AS OF
NAME POSITION CORPORATION/BANK APRIL 4, 2000
---- -------- ---------------- -------------
<S> <C> <C> <C>
Clark S. Frame Chairman of the Board 1997/1992 49
Class 3 Director 1997/1992

Barry J. Miles, Sr. Vice Chairman of the Board 1997/1992 50
Class 3 Director 1997/1992

John C. Soffronoff President 1997/1992 53
Chief Executive Officer 1997/1992
Class 3 Director 1997/1992

Bruce E. Sickel Treasurer 1997/1992 40
Senior Vice President 1997/1992
Chief Financial Officer 1997/1992
Class 1 Director 1997/1992

John J. Ginley Secretary 1997/1992 57
Senior Vice President 1997/1992
Chief Loan Officer 1997/1992
Class 2 Director 1999/1999

Daniel E. Cohen Class 1 Director 1997/1992 56

Peter A. Cooper Class 3 Director 1997/1992 41

Dr. Thomas E. Mackell Class 2 Director 1997/1992 54

Dr. Daniel A. Nesi Class 3 Director 1997/1992 62

Neil W. Norton Class 2 Director 1997/1992 54

Thomas M. O'Mara Class 3 Director 1997/1992 47

Michael J. Perrucci Class 1 Director 1997/1992 46

Brian R. Rich Class 1 Director 1997/1993 40

Ezio U. Rossi Class 1 Director 1997/1994 70

Richard F. Ryon Class 3 Director 1997/1993 49

Gerald Schatz Class 1 Director 1997/1992 65

Irving N. Stein Class 2 Director 1997/1992 50

Thomas P. Stitt Class 1 Director 1997/1993 56

HelenBeth Garofalo Vilcek Class 2 Director 1997/1992 42

John A. Zebrowski Class 1 Director 1997/1992 58
</TABLE>

<PAGE>

Committees and Meetings of the Corporation's and the Bank's Boards of Directors

Premier Bancorp, Inc.'s Board of Directors has, at present, no standing
committees, except the audit committee, which jointly serves the corporation and
the bank. The corporation does not maintain a nominating or compensation
committee. A shareholder who intends to nominate an individual for consideration
by the Board of Directors as a nominee for director should submit a written
nomination to the corporation's President in accordance with Article IV, Section
2 of the corporation's bylaws. All shareholder notifications must be made in
writing and delivered or mailed to the corporation's President not less than 14
nor more than 50 days in advance of a shareholders' meeting called for the
election of directors, subject to certain other exceptions.

During 1999, the bank's Board of Directors maintained 4 standing
committees: Executive, Audit/Compliance, Loan, and Investment/ALCO. The function
and composition of each of these committees is described below.

EXECUTIVE: This committee meets on an as-needed basis to take action on
issues between regular Board of Director meetings. This
committee met 3 times in 1999. Mr. Clark S. Frame serves as
Chairman of this committee.

AUDIT/COMPLIANCE: This committee jointly serves the corporation and the bank.
It serves as a direct link between the Board and the
independent auditors, enabling the Board to discharge its
responsibility to oversee management's financial control and
reporting system. The committee also provides oversight for
the bank's regulatory compliance program. This committee met
2 times in 1999. Mr. Barry J. Miles, Sr. serves as Chairman
of this committee.

LOAN: This committee reviews and approves loans in accordance with
the bank's established loan policy, as exists from time to
time. This committee met 41 times in 1999. Mr. Clark S.
Frame serves as Chairman of this committee.

INVESTMENT/ALCO: This committee reviews the bank's operating results, its
interest rate sensitivity, investment portfolio and
performance versus the annual budget. This committee met 2
times in 1999. Mr. Bruce E. Sickel serves as Chairman of
this committee.

<PAGE>

COMMITTEES OF THE BANK'S BOARD OF DIRECTORS

MEETINGS
HELD
COMMITTEE MEMBERS IN 1999
- --------- ------- -------
EXECUTIVE Clark S. Frame, Chairperson, Daniel E. 3
Cohen, Peter A. Cooper, Barry J.
Miles, Sr., Dr. Daniel A. Nesi, and
Thomas M. O'Mara

AUDIT/COMPLIANCE Barry J. Miles, Sr., Chairperson, Neil 2
W. Norton, Michael J. Perrucci, Brian
R. Rich, HelenBeth Garofalo Vilcek, and
John A. Zebrowski

LOAN Clark S. Frame, Chairperson, Daniel E. 41
Cohen, John J. Ginley, Barry J. Miles,
Sr., Dr. Daniel A. Nesi, John C.
Soffronoff

INVESTMENT/ALCO Bruce E. Sickel, Chairperson, Peter A. 2
Cooper, Clark S. Frame, Dr. Thomas E.
Mackell, Thomas M. O'Mara, Ezio U.
Rossi, Richard F. Ryon, Gerald Schatz,
John C. Soffronoff, Irving N. Stein, and
Thomas P. Stitt

Compensation of the Board of Directors

In 1999, directors did not receive cash compensation for attendance at
Board or committee meetings. Rather, directors received stock options pursuant
to the corporation's 1995 Incentive Stock Option Plan for attendance at Board
and committee meetings as follows:

o options for 30 shares per Board meeting attended; and
o options for 30 shares per committee meeting attended.

Mr. Clark S. Frame earned $107,334 for services rendered in 1999 which
included serving as Chairman of the Board of Directors, Chairman of the Loan and
Executive Committees and consulting fees. Mr. Frame, like the other directors,
received options for attending Board meetings, but not for attending committee
meetings. Mr. Frame is also provided a membership to a local country club.

EXECUTIVE COMPENSATION

The following table sets forth information with regard to the annual
compensation for service in all capacities to the corporation and to the Bank
for the fiscal years ended December 31, 1999, 1998, and 1997 for those persons
who were, at December 31, 1999:

o the Chief Executive Officer, and

o the other 4 most highly compensated executive officers of the
corporation and of the bank to the extent that their
individual total annual salary and bonus exceeded $100,000.

<PAGE>

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation
-------------------------------------- -------------------------------------------------
Awards Payouts
------------------------- --------------------
Name Other Restricted Securities LTIP All Other
and Annual Stock Underlying Pay- Compen-
Principal Salary Bonus Compen- Awards Options/SARs outs sation
Position Year ($)(1) ($) sation ($) (#)(2) ($) ($)(3)(4)(5)
-------- ---- ------ ------ ------- ------ ------ ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John C. Soffronoff, 1999 123,626 40,000 - - 525 - 12,593(3)
President and 1998 112,381 20,000 - - - - 12,243
Chief Executive 1997 104,382 20,000 - - 31,500(6) - 11,427
Officer of the corporation
and of the bank

Bruce E. Sickel, 1999 106,085 40,000 - - - - 8,817(4)
Treasurer of the 1998 98,246 25,000 - - - - 8,491
corporation and Senior 1997 90,475 20,000 - - 31,500(6) - 2,055
Vice President and Chief
Financial Officer of the
bank

John J. Ginley, 1999 137,545 40,000 - - 525 - 9,610(5)
Secretary of the 1998 125,038 20,000 - - - - 8,695
corporation and Senior 1997 116,493 20,000 - - 25,200(6) - 8,739
Vice President and Chief
Loan Officer of the
bank
- ------------------
</TABLE>

(1) Yearly salary adjustments were made on or about April 24 of each year.

(2) As adjusted for all stock dividends paid through April 4, 2000.

(3) Includes bank contributions to the 401(k) Plan on behalf of Mr.
Soffronoff of $4,393, $4,115, and $3,575 for 1999, 1998 and 1997,
respectively; the payment of club dues in the amount of $3,400, $3,328,
and $3,052 for 1999, 1998 and 1997, respectively; and a car allowance
for Mr. Soffronoff, valued at $ 4,800 for each of 1999, 1998 and 1997.

(4) Includes bank contributions to the 401(k) Plan on behalf of Mr. Sickel
of $4,017, $3,691, and $2,055 for 1999, 1998 and 1997, respectively;
and a car allowance for Mr. Sickel of $4,800 for each of 1999 and 1998.

(5) Includes bank contributions to the 401(k) Plan on behalf of Mr. Ginley
of $4,810, $3,895, and $3,939 in 1999, 1998 and 1997, respectively; and
a car allowance for Mr. Ginley of $4,800 for each of 1999, 1998, and
1997.

(6) Of these qualified option awards, 6,300 granted to Messrs. Soffronoff
and Sickel vested immediately and 25,200 granted to Messrs. Soffronoff,
Sickel and Ginley were subject to the following vesting schedule: 10%
in January 1998, 20% in January 1999, 30% in January 2000 and 40% in
January 2001.

<PAGE>

Qualified Stock Options

The following table sets forth certain information relating to the
corporation's grants of qualified stock options to the executive officers named
in the preceding table during 1999, pursuant to Premier Bancorp, Inc.'s 1995
Incentive Stock Option Plan.

<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR

Potential Realizable Value at
Assumed Annual Rates of
Stock Price Appreciation for
Individual Grants Option Term
---------------------------------------------------------- -----------------------------
Number of Percent of Total
Securities Options/SARs
Underlying Granted to Exercise of
Options/SARs Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
---- ----------- ----------- ------ ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
John C. Soffronoff 525 3.84% 10.48 01/13/09 3,460 8,769
Bruce E. Sickel - - - - - -
John J. Ginley 525 3.84% 10.48 01/13/09 3,460 8,769
</TABLE>

The following table sets forth information relating to the exercise of and
year end value of qualified stock options granted to the named executives.

<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Option/SARs at Options/SARs
FY-End (#) at FY-End ($)
Shares Acquired on Exercisable/ Exercisable/
Name Exercise (#) Value Realized ($) Unexercisable Unexercisable
---- ------------ ------------------ ------------- -------------
<S> <C> <C> <C> <C>
John C. Soffronoff - - 29,473/ 241,762/
17,640 130,183
Bruce E. Sickel - - 30,854/ 258,521/
17,640 130,183
John J. Ginley - - 18,461/ 151,682/
17,640 130,183
</TABLE>

Change of Control Agreements

In March 1998, the corporation, the bank and executives, John C.
Soffronoff, John J. Ginley and Bruce E. Sickel entered into change of control
agreements. The agreements define certain severance benefits the corporation and
the bank will pay to the named executives in the event of a change of control.
The benefits were granted in order to recognize the past and present service of
the executives and to provide incentive for their continued valued service. The
agreements continue until such time as either party gives the other written
notice of termination of employment with, or without, cause. The agreements are
not intended to affect the employment status of the executives in the absence of
a change of control.

<PAGE>

In the event of a change of control, the executives are entitled to receive
a lump sum payment equal to 2 times their respective current annual direct
salary at the earliest of 4 specified events. If, at the end of 6 months after
the date of the change of control, none of the specified events have occurred,
the executives shall no longer be entitled to the payments upon termination.

Incentive Stock Option Plan

The corporation maintains the Premier Bancorp, Inc. 1995 Incentive Stock
Option Plan. The corporation's shareholders approved the plan at the 1995 annual
meeting in order to advance the corporation's and its subsidiaries' development,
growth and financial condition. The corporation originally reserved 100,000
shares under the plan, or 315,000 shares as of December 31, 1999, as adjusted
for all stock dividends and splits. The plan provides for awards of qualified
stock options and non-qualified stock options to officers and directors and is
administered by the full Board of Directors. In 1999, 1,050 qualified and 12,615
non-qualified stock options were granted under the plan.

401(k) Plan

The bank maintains a 401(k) tax deferred retirement savings plan for
employees. The plan has two features: an elective deferral feature and a savings
plus feature. To be eligible to become a member of the plan, an employee must
have completed at least 6 months service and attained the age 21. All employee
contributions vest immediately. Employer contributions vest equally over a 3
year period. The plan is subject to certain terms and restrictions imposed by
the Internal Revenue Code of 1986, as amended, and the Employee Retirement
Income Security Act.

An eligible employee may choose the elective deferral feature of the plan
by entering into an agreement with the bank to defer current total compensation
by up to 15% (unless otherwise limited by the 401(k) administrators). In 1999,
the bank matched this deferred compensation with a discretionary match which is
currently set at 50%, up to 6% of the employee's salary. The amount of the
match, if any, is determined by the bank each year.

During 1999 the bank made a contribution of $54,486 to the plan. The
amounts allocated to the 3 most highly compensation officers pursuant to the
plan in 1999 are as follows (these amounts do not include the employee's
individual contribution): Mr. Soffronoff, President and Chief Executive Officer,
$4,393; Mr. Sickel, Senior Vice President and Chief Financial Officer, $4,017;
and Mr. Ginley, Senior Vice President and Chief Loan Officer, $4,810.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as disclosed below, there have been no material transactions between
the corporation and the bank, nor any material transactions or proposed material
transactions, with any director or executive officer of the corporation or the
bank, or any associate of any of the foregoing persons during the past fiscal
year. The bank maintains a policy of not extending or granting credit to any
director, officer, employee or any member of their immediate family.

<PAGE>

The bank's offices in Doylestown and Easton were owned by Norbuck
Associates, a Pennsylvania limited partnership consisting of several bank
directors. The leases with Norbuck Associates expired December 31, 1998 and the
bank exercised its purchase option on these properties in January 1999. The bank
paid $1,234,000, plus customary closing costs, to acquire both the Doylestown
and Easton offices. The buildings were purchased in 1994 by Norbuck for
$1,000,000. The buildings were appraised in May 1998 for a total of $1,255,000.

ELECTION OF DIRECTORS

Qualification and Nomination of Directors

Article IV, Section 1, of the corporation's bylaws authorizes the number of
directors to be not less than 5 nor more than 25. The bylaws provide for 3
classes of directors with staggered 3 year terms of office. The Board of
Directors may, from time to time, fix the number of directors and their
respective classifications. The Board of Directors fixed the number of Board
members at 20. The Board of Directors nominated the 5 persons named below to
serve as Class 2 Directors until the 2003 annual meeting of shareholders or
until their earlier death, resignation, or removal from office. All of the
nominees are presently members of the Board of Directors and all have consented
to serve another term as a director if re-elected. Pursuant to the corporation's
bylaws, vacancies on the Board of Directors, including vacancies resulting from
an increase in the number of directors, may be filled by a majority of the Board
of Directors then in office. The Board of Directors may select someone to fill
the vacancy until the expiration of the term of the class of directors to which
he or she was appointed.

In accordance with the corporation's bylaws, the Board of Directors is
divided into 3 classes, whose terms expire at successive annual meetings.
Therefore, the bylaws provide for a classified Board with staggered 3 year terms
of office. Class 1 consists of 8 directors, Class 2 consists of 5 directors, and
Class 3 consists of 7 directors. Shareholders will elect 5 Class 2 Directors at
the annual meeting to serve for a 3 year term that expires at the corporation's
2003 annual meeting.

The proxy holders intend to vote all proxies for the election of each of
the 5 nominees named below, unless you indicate that your vote should be
withheld from any or all of them. Each nominee elected as a director will
continue in office until his or her successor has been duly elected and
qualified, or until his or her death, resignation or retirement.

The Board of Directors proposes the following nominees for election as
Class 2 Directors at the annual meeting:

o John J. Ginley (director since 1999)
o Dr. Thomas E. Mackell (director since 1997)
o Neil W. Norton (director since 1997)
o Irving N. Stein (director since 1997)
o HelenBeth Garofalo Vilcek (director since 1997)

The Board of Directors recommends that shareholders vote FOR the proposal
to elect the 5 nominees listed above as Class 2 Directors.

<PAGE>

Information as to Nominees and Directors

Set forth below is the principal occupation and certain other information
regarding the nominees and other directors whose terms of office will continue
after the annual meeting. You will find information about their share ownership
on page 15.

CURRENT CLASS 2 DIRECTORS (to serve until 2000)
AND
NOMINEES FOR CLASS 2 DIRECTORS (to serve until 2003)

John J. Ginley Mr. Ginley, age 57, has served as a member of the
corporation's and the bank's Board of Directors since
1999. Mr. Ginley is a Senior Vice President, Chief
Loan Officer and Secretary of the corporation and of
the bank.

Dr. Thomas E. Mackell Dr. Mackell, age 54, has served as a member of the
corporation's Board of Directors since 1997 and of
the bank since 1992. Dr. Mackell is a surgeon with
his medical offices located in Doylestown,
Pennsylvania.

Neil W. Norton Mr. Norton, age 54, has served as a member of the
corporation's Board of Directors since 1997 and of
the bank since 1992. Mr. Norton is the President of
Norton Oil Company, a home heating oil company
located in Phillipsburg, New Jersey.

Irving N. Stein Mr. Stein, age 50, has served as a member of the
corporation's Board of Directors since 1997 and of
the bank since 1992. Mr. Stein is the Vice President
of Keystone Motors, Inc., a car dealership located in
Doylestown and Berwyn, Pennsylvania.

HelenBeth Garofalo Vilcek Ms. Garofalo Vilcek, age 42, has served as a member
of the corporation's Board of Directors since 1997
and of the bank since 1992. Ms. Garofalo Vilcek is a
real estate broker located in Bangor, Pennsylvania.

BOARD OF DIRECTORS - CONTINUING AS DIRECTORS

CLASS 3 DIRECTORS (to serve until 2001)

Peter A. Cooper Mr. Cooper, age 41, has served as a member of the
corporation's Board of Directors since 1997 and of
the bank since 1992. Mr. Cooper is the President of
Lexus of the Lehigh Valley, a car dealership located
in Emmaus, Pennsylvania.

Clark S. Frame Mr. Frame, age 49, has served as a member of the
corporation's Board of Directors since 1997 and of
the bank since 1992. Mr. Frame serves as Chairman of
the Board of the corporation and of the bank.

<PAGE>

Barry J. Miles, Sr. Mr. Miles, age 50, has served as a member of the
corporation's Board of Directors since 1997 and of
the bank since 1992. Mr. Miles serves as Vice
Chairman of the Board of the corporation and of the
bank. Mr. Miles is a realtor in Easton, Pennsylvania.

Dr. Daniel A. Nesi Dr. Nesi, age 62, has served as a member of the
corporation's Board of Directors since 1997 and of
the bank since 1992. Dr. Nesi is a surgeon with his
medical offices located in Doylestown, Pennsylvania.

Thomas M. O'Mara Mr. O'Mara, age 47, has served as a member of the
corporation's Board of Directors since 1997 and of
the bank since 1992. Mr. O'Mara is the owner of
Master Gardener, a textiles company located in
Yardley, Pennsylvania and Spartenberg, South
Carolina.

Richard F. Ryon Mr. Ryon, age 49, has served as a member of the
corporation's Board of Directors since 1997 and of
the bank since 1993. Mr. Ryon is a partner in Richard
B. Ryon Insurance, an insurance agency located in
Pottsville, Pennsylvania.

John C. Soffronoff Mr. Soffronoff, age 53, has served as a member of the
corporation's Board of Directors since 1997 and of
the bank since 1992. Mr. Soffronoff is the President
and Chief Executive Officer of the corporation and of
the bank.

CLASS 1 DIRECTORS (to serve until 2002)

Daniel E. Cohen, Esq. Mr. Cohen, age 56, has served as a member of the
corporation's Board of Directors since 1997 and of
the bank since 1992. Mr. Cohen is a partner in the
law firm of Laub, Seidel, Cohen & Hof, L.L.C. located
in Easton, Pennsylvania.

Michael J. Perrucci, Esq. Mr. Perrucci, age 46, has served as a member of the
corporation's Board of Directors since 1997 and of
the bank since 1992. Mr. Perrucci is a partner in the
law firm of Fishbein, Badillo, Wagner, Harding
located in Phillipsburg, New Jersey.

Brian R. Rich Mr. Rich, age 40, has served as a member of the
corporation's Board of Directors since 1997 and of
the bank since 1993. Mr. Rich is the President of
Jack Rich, Inc., a fuel oil and energy company
located in Gilberton, Pennsylvania.

Ezio U. Rossi Mr. Rossi, age 70 has served as a member of the
corporation's Board of Directors since 1997 and of
the bank since 1994. Mr. Rossi was the former owner
of Arctic Foods, Inc., a frozen food company located
in Washington, New Jersey. He is currently retired.

<PAGE>

Gerald Schatz Mr. Schatz, age 65, has served as a member of the
corporation's Board of Directors since 1997 and of
the bank since 1992. Mr. Schatz is Chairman of
Wordsworth Academy, Play and Learn Centers and
Wyncote Academy, a child care and development company
located in Fort Washington, Pennsylvania.

Bruce E. Sickel Mr. Sickel, age 40, has served as a member of the
corporation's Board of Directors since 1997 and of
the bank since 1992. He is a Senior Vice President,
the Chief Financial Officer and Treasurer of the
corporation and the bank.

Thomas P. Stitt, Esq. Mr. Stitt, age 56, has served as a member of the
corporation's Board of Directors since 1997 and of
the bank since 1993. Mr. Stitt is an Attorney-at-Law,
with his office located in Easton, Pennsylvania.

John A. Zebrowski Mr. Zebrowski, age 58, has served as a member of the
corporation's Board of Directors since 1997 and of
the bank since 1992. Mr. Zebrowski is the President
of J. A. Z. Associates, a plastic resin dealer
located in Doylestown, Pennsylvania.

BENEFICIAL OWNERSHIP OF
PREMIER BANCORP, INC.'S STOCK OWNED BY
PRINCIPAL OWNERS AND MANAGEMENT

Principal Shareholders

The following table sets forth, as of April 4, 2000, the name and address
of each person who owns of record or who is known by the Board of Directors to
be the beneficial owner of more than 5% of the corporation's outstanding common
stock, the number of shares beneficially owned by such person and the percentage
of the corporation's outstanding common stock so owned.

PERCENT OF
OUTSTANDING
SHARES COMMON STOCK
NAME AND ADDRESS BENEFICIALLY OWNED BENEFICIALLY OWNED
- ---------------- ------------------ ------------------
Clark S. Frame
c/o Premier Bancorp, Inc. 188,882 5.01%
379 N. Main Street
Doylestown, PA 18901

Share Ownership by the Directors, Officers and Nominees

The following table sets forth, as of April 4, 2000, and from information
received from the respective individuals, the amount and percentage of the
common stock beneficially owned by each director, each nominee and all officers,
directors, and nominees as a group. Unless otherwise indicated, all shares are
held individually.

<PAGE>

AMOUNT AND
NATURE OF
NAME OF INDIVIDUAL OR BENEFICIAL
IDENTITY OF GROUP OWNERSHIP (1)(2) PERCENTAGE OF CLASS
- ----------------- ---------------- -------------------
Daniel E. Cohen 99,529(3) 2.64%
Peter A. Cooper 119,318(4) 3.16%
Clark S. Frame 188,882(5) 5.01%
John J. Ginley 62,036(6) 1.64%
Dr. Thomas E. Mackell 81,249(7) 2.15%
Barry J. Miles, Sr. 60,174(8) 1.60%
Dr. Daniel A. Nesi 115,388(9) 3.06%
Neil W. Norton 89,014(10) 2.36%
Thomas M. O'Mara 59,049(11) 1.57%
Michael J. Perrucci 80,156(12) 2.13%
Brian R. Rich 113,536(13) 3.01%
Ezio U. Rossi 133,046(14) 3.53%
Richard F. Ryon 106,362(15) 2.82%
Gerald Schatz 123,870(16) 3.28%
Bruce E. Sickel 55,347(17) 1.47%
John C. Soffronoff 59,527(18) 1.58%
Irving N. Stein 76,638(19) 2.03%
Thomas P. Stitt 70,647(20) 1.87%
HelenBeth Garofalo-Vilcek 50,180(21) 1.33%
John A. Zebrowski 99,288(22) 2.63%
----------- -----

All Officers and Directors as a 1,843,236(23) 48.87%
Group (20 persons in total)

- -----------------

(1) The securities "beneficially owned" by an individual are determined in
accordance with the definitions of "beneficial ownership" set forth in the
General Rules and Regulations of the Securities and Exchange Commission and
may include securities owned by or for the individual's spouse and minor
children and any other relative who has the same home, as well as
securities that the individual has or shares voting or investment power, or
has the right to acquire beneficial ownership within 60 days after April 4,
2000. Beneficial ownership may be disclaimed as to certain of the
securities. All numbers here have been rounded to the nearest hundredth
number.

(2) Information furnished by the directors and the corporation.

(3) Includes 51,574 exercisable stock options.

(4) Includes 55,181 exercisable stock options.

(5) Includes 98,700 shares held individually; 12,600 shares held as custodian
for minor sons; 14,700 shares held as Trustee for Clark C. Frame Trust;
10,395 shares held as Trustee of CCF Trust for John M. Frame; 10,395 shares
held as Trustee of CCF Trust for Martha Jackson; 10,395 shares held as
Trustee of CCF Trust for David M. Frame; and 31,697 exercisable stock
options.

(6) Includes 27,386 exercisable stock options.

<PAGE>

(7) Includes 32,778 shares held individually; 20,097 held by Thomas E. Mackell,
M.D. Ltd. Pension & Profit Sharing Plan; and 28,374 exercisable stock
options.

(8) Includes 14,940 exercisable stock options.

(9) Includes 37,793 shares held individually; 27,804 shares held as Trustee for
Daniel A. Nesi, M.D. Assoc.; 2,484 shares held as custodian for Paolo
Sierra; and 47,307 exercisable stock options.

(10) Includes 40,297 exercisable stock options.

(11) Includes 23,637 exercisable stock options.

(12) Includes 37,975 shares held individually; 2,696 shares held by Summit Bank
Discount Brokerage C/F IRA Rollover for Mr. Perrucci's spouse; 2,019 shares
held by Mr. Perrucci's son; 2,019 shares held by Mr. Perrucci's daughter;
and 35,447 exercisable stock options.

(13) Includes 54,510 shares held individually; 9,712 shares held by Morea Steam
Heat Co.; 17,325 shares held by Waste Management & Processors; 8,662 shares
held by B-D Mining Co.; and 23,327 exercisable stock options.

(14) Includes 24,765 exercisable stock options.

(15) Includes 12,180 shares held individually; 25,635 shares held as Trustee for
Ryon & Co. 401(k) Plan; 49,938 shares held as partner of Ryon & Co.; and
18,609 exercisable stock options.

(16) Includes 29,402 exercisable stock options.

(17) Includes 12,103 shares held individually; 3,465 shares held as Trustee for
his children; and 39,779 exercisable stock options.

(18) Includes 18,509 shares held individually; 2,620 shares held in his spouse's
IRA; and 38,398 exercisable stock options.

(19) Includes 61,494 shares held individually; 5,197 shares held as custodian
for sons pursuant to the Uniform Gift to Minors Act; and 9,947 exercisable
stock options.

(20) Includes 7,623 shares held individually; 50,242 shares held as Trustee of
Deeds of Trust; and 12,782 exercisable stock options.

(21) Includes 29,266 shares held individually; 4,605 shares held in her spouse's
IRA; and 16,309 exercisable stock options.

(22) Includes 26,121 exercisable stock options.

(23) Percentages assume that all options exercisable within 60 days of April 4,
2000 have been exercised. Therefore, on a pro forma basis, 3,771,553 shares
would be outstanding.

<PAGE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires that the
corporation's officers and directors, and persons who own more than 10% of the
registered class of the corporation's equity securities, file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors, and greater than 10% shareholders are required by SEC
regulation to furnish the corporation with copies of all Section 16(a) forms
they file.

Based solely on its review of the copies of Forms 3, 4 and 5 and amendments
thereto received by it, or written representations from the reporting persons
that no Forms 5 were required for those persons, the corporation believes that
during the period from January 1, 1999, through December 31, 1999, its officers
and directors complied with all applicable filing requirements.

PROPOSALS

1. ELECTION OF 5 CLASS 2 DIRECTORS.

Nominees for Class 2 Director are:

Each has consented to serve a 3 year term. (See pages 11 and 12 for more
information.)

If any director is unable to stand for re-election, the Board may designate
a substitute. The proxy holders will vote in favor of a substitute nominee. The
Board of Directors has no reason to believe the 5 nominees for Class 2 Director
will be unable to serve if elected.

Cumulative voting rights exist with respect to the election of directors,
which means that each shareholder has the right, in person or by proxy, to
multiply the number of votes to which he or she is entitled to vote by the
number of directors to be elected and to cast the whole number of votes for one
candidate or to distribute all or fewer of them among two or more candidates.
The proxy holders may vote cumulatively and distribute the votes they represent
among nominees as they consider advisable, unless the shareholder indicates on
his or her proxy how he or she desires the votes to be cumulated for voting
purposes.

The Board of Directors recommends that shareholders vote FOR the election
of the 5 nominees as Class 2 Directors.

<PAGE>

ANNUAL REPORT

A copy of the corporation's annual report for its fiscal year ended
December 31, 1999, is enclosed with this proxy statement. A representative of
KPMG LLP, the independent auditors who examined the financial statements in the
annual report, will attend the meeting. The representative will have the
opportunity to make a statement, if he desires to do so, and will be available
to respond to any appropriate shareholder questions concerning the annual
report.

SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING

Any shareholder who, in accordance with and subject to the provisions of
the proxy rules of the Securities and Exchange Commission, wishes to submit a
proposal for inclusion in the corporation's proxy statement for its 2001 Annual
Meeting of Shareholders must deliver the written proposal to the President of
Premier Bancorp, Inc. at its principal executive offices, at 379 North Main
Street, Doylestown, Pennsylvania 18901, not later than Wednesday, December 13,
2000. If a shareholder proposal is submitted to the corporation after December
13, 2000, it is considered untimely; and, although the proposal may be
considered at the annual meeting, it may not be included in the corporation's
2001 proxy statement. Any proposals should be addressed to the corporation's
President. Article IV, Section 2 of the corporation's bylaws requires that a
shareholder deliver a notice of nomination for election to the Board of
Directors to the President not less than 14 nor more than 50 days in advance of
a shareholders' meeting called for the election of directors. See pages 6 and 11
for more information on nomination procedures and requirements.

OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING

The Board of Directors knows of no matters other than those referred to in
the accompanying Notice of Annual Meeting of Shareholders that may be presented
at the annual meeting. However, if any other matter should be properly presented
for consideration and voting at the annual meeting or any adjournments of the
meeting, the proxy holders will vote the proxies in the manner they determine to
be in the corporation's best interest.

ADDITIONAL INFORMATION

Upon a shareholder's written request, a copy of the corporation's annual
report on Form 10-KSB for its fiscal year ended December 31, 1999, including the
financial statements, schedules and exhibits, required to be filed with the
Securities and Exchange Commission pursuant to Securities Exchange Act Rule
13a-1, may be obtained, without charge, from Bruce E. Sickel, Chief Financial
Officer, Premier Bancorp, Inc., 516 Second Street Pike, Southampton,
Pennsylvania 18966.

<PAGE>

PREMIER BANCORP, INC.
PROXY

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 11, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Edward Grosik and Mark Mann
and each or any of them, proxies of the undersigned, with full power of
substitution to vote all of the shares of Premier Bancorp, Inc. that the
undersigned shareholder may be entitled to vote at the Annual Meeting of
Shareholders to be held on Thursday, May 11, 2000, at 9:00 a.m., Eastern
Daylight Time, at the Doylestown Country Club, Green Street, Doylestown,
Pennsylvania 18901, and at any adjournment or postponement of the meeting as
follows:

1. ELECTION OF 5 CLASS 2 DIRECTORS TO SERVE FOR A 3 YEAR TERM.

JOHN J. GINLEY _____ IRVING N. STEIN _____
DR. THOMAS E. MACKELL _____ HELENBETH GAROFALO VILCEK _____
NEIL W. NORTON _____

[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed above (except to vote for all nominees
as marked to the contrary below) listed above

The Board of Directors recommends a vote FOR these nominees.

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)

- --------------------------------------------------------------------------------

2. In their discretion, the proxy holders are authorized to vote upon such
other business as may properly come before the meeting and any
adjournment or postponement of the meeting.

THIS PROXY, WHEN PROPERLY SIGNED AND DATED, WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED SHAREHOLDERS. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES LISTED ABOVE.

Dated: , 2000
----------------- -------------------------------
Signature

-------------------------------
Number of Shares Held of Record Signature
on April 4, 2000

- ----------------

EDWARD GROSIK AND MARK MANN, THE PROXY HOLDERS, WILL HAVE THE RIGHT TO VOTE
CUMULATIVELY AND TO DISTRIBUTE THEIR VOTES AMONG NOMINEES AS THEY CONSIDER
ADVISABLE, UNLESS A SHAREHOLDER INDICATES ON HIS OR HER PROXY HOW HE OR SHE
DESIRES THE VOTES TO BE ACCUMULATED FOR VOTING PURPOSES IN THE SPACE NEXT TO
EACH NOMINEE'S NAME.

THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDER(S) AND RETURNED PROMPTLY
TO PREMIER BANCORP, INC. IN THE ENCLOSED ENVELOPE. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE. IF MORE
THAN ONE TRUSTEE, ALL SHOULD SIGN. IF STOCK IS HELD JOINTLY, EACH OWNER
SHOULD SIGN.