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                                                                    EXHIBIT 3(I)


                           ARTICLES OF INCORPORATION
                                      OF
                      THE PEOPLES BANCTRUST COMPANY, INC.


                                   ARTICLE I
                                     NAME
                                     ----

        1.1  The name of the Corporation shall be The Peoples BancTrust Company,
Inc.

                                   ARTICLE II
                               PERIOD OF DURATION
                               ------------------

        2.1  The duration of the Corporation shall be perpetual.

                                  ARTICLE III
                          PURPOSES, OBJECTS AND POWERS
                          ----------------------------

        3.1  The purposes and objects and powers of the Corporation are:

        (a)   To engage in any lawful business, act or activity for which a
corporation may be organized under the Act, it being the purpose and intent of
this Article III to invest the Corporation with the broadest purposes, objects
and powers lawfully permitted a corporation formed under the Act.

        (b) To carry on any and all aspects, ordinary or extraordinary, of any
lawful business and to enter into and carry out any transaction, ordinary or
extraordinary, permitted by law, having and exercising in connection therewith
all powers given to corporations by the laws of the State of Alabama.

        (c) Without limiting the scope and generality of the foregoing, the
Corporation shall have the following specific purposes, objects and powers, to
the fullest extent permitted by law:

                (1)  To acquire, own, manage, operate, improve; build, to sell,
        lease, mortgage, pledge, distribute or otherwise deal in and dispose of,
        property of every kind and wheresoever situated.

                (2)  To purchase, lease or otherwise acquire any interest in the
        properties and rights of any person, firm, corporation or governmental
        unit; to pay for the same in cash, in shares of stock, bonds, or other
        securities, evidences of indebtedness or property of this Corporation or
        of any other person, firm, corporation or governmental unit.

                (3)  To be a promoter or incorporator, to subscribe for,
        purchase, deal in and dispose of, any stock, bond, obligation or other
        security, of any person, firm, corporation, or governmental unit, and
        while the owner and holder thereof, to exercise all rights of possession
        and ownership.

                (4)  To purchase or otherwise acquire (including without
        limitation, to purchase its own shares to the extent of unreserved and
        unrestricted capital surplus available therefor), pledge or otherwise
        deal in or dispose of shares of its own stock, bonds, obligations or
        other securities.

                (5)  To borrow money from any person, firm, corporation, or
        governmental unit and to secure any debt by mortgage or pledge of any
        property of the Corporation; to make contracts, guarantees, and
        indemnity agreements and incur liabilities and issue its notes.
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                (6)  To lend money, or aid or extend credit to or use its credit
        to assist, any person, firm, corporation, or governmental unit,
        including, without limitation, its employees and directors and those of
        any subsidiary.

                (7)  To guarantee any indebtedness and other obligations of, and
        to lend its aid and credit to, any person, firm, corporation, or
        governmental unit, and to secure the same by mortgage or pledge of, or
        security interest in, any property of the Corporation.

                (8)  To consolidate, merge or otherwise reorganize in any manner
        permitted by law; to engage in one or more partnerships and joint
        ventures as general or limited partner.

                (9)  To carry on its business anywhere in the United States and
        in foreign countries.

                (10)  To elect or appoint officers and agents and define their
        duties and fix their compensation; to pay pensions and establish pension
        plans, pension trusts, profit sharing plans, stock bonus plans, stock
        option plans, and other incentive or deferred compensation plans for any
        or all of its directors, officers and employees.

                (11)  To make donations for the public welfare or for
        charitable, scientific, or educational purposes; to transact any lawful
        business which the Board of Directors shall find to be in aid of
        governmental policy.

        3.2  All words, phrases and provisions appearing in this Article III are
used in their broadest sense, are not limited by reference to or interference
from any other words, phrases or provisions and shall be so construed.


                                  ARTICLE IV
                                 CAPITAL STOCK
                                 -------------

          The total number of shares of capital stock of all classes which the
Corporation shall have authority to issue is ten million (10,000,000), of which
nine million (9,000,000) shares shall be common stock of the par value of $0.10
per share (hereinafter called "Common Stock"), and one million (1,000,000)
shares shall be preferred stock of the par value of $0.10 per share (hereinafter
called "Preferred Stock").

          No holder of any shares of capital stock of the Corporation shall have
any preemptive right to purchase, subscribe for, or otherwise acquire any shares
of the Corporation of any class now or hereafter authorized, or any securities
exchangeable for or convertible into such shares, or any warrants or other
instruments, evidencing rights or options to subscribe for, purchase, or
otherwise acquire such shares.

          The Corporation may from time to time issue and dispose of any of the
authorized and unissued shares of Common Stock or of Preferred Stock for such
consideration, not less than its par value per share, as may be fixed from time
to time by the board of directors, without action by the shareholders. The board
of directors may provide for payment therefor to be received by the Corporation
in cash, property (real or personal), or services, actually performed for the
Corporation, or any combination of the foregoing, to the full extent permitted
under Alabama law. In the absence of actual fraud in the transaction, the value
of such property or services, as determined by the board of directors of the
Corporation, shall be conclusive. Any and all such shares of the Common or
Preferred Stock of the Corporation the issuance of which has been so authorized,
and for which consideration so fixed by the board of directors has been paid or
delivered, shall be deemed full-paid stock and shall not be liable to any
further call or assessment thereon.

                                       2
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          The designations and the powers, preferences, and rights and the
qualifications, limitations or restrictions thereof of the shares of each class
are as follows:

        4.1     Common Stock.

        (a)     Except as provided in this Article IV (or in any resolution or
resolutions adopted by the board of directors of the Corporation pursuant
hereto), the holders of the Common Stock shall exclusively possess all voting
power. Each holder of shares of Common Stock shall be entitled to one vote for
each share held by such holder, including the election of directors. There shall
be no cumulative voting rights in the election of directors.

        (b)     Whenever there shall have been paid, or declared and set aside
for payment, to the holders of the outstanding shares of any class of stock
having preference over the Common Stock as to the payment of dividends, the full
amount of dividends and of sinking fund or retirement fund or other retirement
payments, if any, to which such holders are respectively entitled in preference
to the Common Stock, then dividends may be paid on the Common Stock and on any
class or series of stock entitled to participate therewith as to dividends, out
of any assets legally available for the payment of dividends; but only when and
as declared by the board of directors.

        (c)     In the event of any liquidation, dissolution or winding up of
the Corporation, after there shall have been paid to or set aside for the
holders of any class having preferences over the Common Stock in the event of
liquidation, dissolution or winding up of the full preferential amounts of which
they are respectively entitled, the holders of the Common Stock, and of any
class or series of stock entitled to participate therewith, in whole or in part,
as to distribution of assets, shall be entitled after payment or provision for
payment of all debts and liabilities of the Corporation, to receive the
remaining assets of the Corporation available for distribution, in cash or in
kind.

        (d)     Each share of Common Stock shall have the same relative rights
as and be identical in all respects with all the other shares of Common Stock.

        4.2     Preferred Stock.

        (a)     The Preferred Stock may be issued from time to time in one or
more series, the shares of each series to have such voting powers, full or
limited, and such designations, preferences, and relative, participating,
optional, or other special rights and qualifications, limitations or
restrictions thereof as are stated and expressed herein or in the resolution or
resolutions providing for the issue of such series, adopted by the board of
directors as hereinafter provided.

        (b)     Authority is hereby granted to the board of directors of the
Corporation, subject to the provisions of this Article IV and to the limitations
prescribed by law, to authorize the issue of one or more series of Preferred
Stock and with respect to each such series to fix and state by resolution or
resolutions providing for the issue of each such series the voting powers, full
or limited, if any, of the shares of each such series and the designations,
preferences, and relative, participating, optional or other qualifications,
limitations, or restrictions thereof to the full extent now or hereafter
permitted by Alabama law. The authority of the board of directors with respect
to each series shall include, but not be limited to, the determination or fixing
of the following:

                (i) The distinctive serial designation and the number of shares
        constituting such  series.

                (ii) The dividend rate of such series, the conditions and dates
        upon which such dividends shall be payable, the relation which such
        dividends shall bear to the dividends payable on any other class or
        classes of stock, and whether such dividends shall be cumulative or
        noncumulative.

                (iii) Whether the shares of such series shall be subject to
        redemption by the Corporation and, if made subject to such redemption,
        the times, prices, and other terms and conditions of such redemption.

                (iv) The terms and amount of any sinking fund provided for the
        purchase or redemption of the shares of such series, and if so entitled,
        the amount of such fund and the manner of its application, including the
        price or prices at which such shares may be redeemed or purchased
        through the application of such fund.

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                (v) Whether or not the shares of such series shall be
        convertible into, or exchangeable for, shares of any other class or
        classes or of any other series of the same or any other class or classes
        of stock of the Corporation, and, if provision be made for conversion or
        exchange, the times, prices, rates, adjustments, and other terms and
        conditions of such conversion or exchange.

                (vi) The extent, if any, to which the holders of the shares of
        such series shall be entitled to vote with respect to the election of
        directors or otherwise.

                (vii) The restrictions, if any, on the issue or reissue of any
        additional Preferred Stock.

                (viii) The rights of the holders of the shares of such series
        upon the dissolution of, or upon the distribution of assets of, the
        Corporation.

                (ix) Whether the shares of such series which are redeemed or
        converted should have the status of authorized but unissued shares of
        Preferred Stock and whether such shares may be reissued as shares of the
        same or any other series of Preferred Stock.

        (c)     Dividends on outstanding shares of Preferred Stock shall be
paid, or declared and set apart for payment, before any dividends shall be paid
or declared and set apart for payment on the Common Stock with respect to the
same dividend period.

        (d)     If upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the assets available for distribution to holders
of shares of Preferred Stock of all series shall be insufficient to pay such
holders the full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all series of Preferred
Stock in accordance with the respective preferential amounts (including unpaid
cumulative dividends, if any) payable with respect thereto.

        (e)     Each share of each series of Preferred Stock shall have the same
relative rights as and be identical in all respects with all the other shares of
the same series.

        (f)     Except as otherwise required by law and except for such voting
powers with respect to the election of directors or other matters as may be
stated in the resolution or resolutions of the board of directors providing for
the issue of any series of Preferred Stock, the holders of any such series shall
have no voting power whatsoever. Subject to such restrictions as may be stated
in the resolution or resolutions of the board of directors providing for the
issue of any series of Preferred Stock, any amendment to the Articles of
Incorporation which shall increase or decrease the authorized stock of any class
or classes may be adopted by the affirmative vote of the holders of a majority
of the outstanding shares of the voting stock of the Corporation.


                                   ARTICLE V
           REGISTERED OFFICE AND REGISTERED AGENT; PRINCIPAL OFFICE
           --------------------------------------------------------

        5.1     The location and mailing address of the initial registered
office of the Corporation shall be 310 Broad Street, Selma, Alabama 36702-0799.

        5.2     The initial registered agent at such address shall be Richard P.
Morthland.

        5.3     The principal office of the Corporation in the State of Alabama
shall be 310 Broad Street, Selma, Alabama 36702-0799.

                                       4
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                                  ARTICLE VI
                              BOARD OF DIRECTORS
                              ------------------

        6.1     The number of directors of the Corporation shall be a variable
range which is fixed at a minimum number of 3 and a maximum number of 18
(exclusive of directors, if any, to be elected by holders of preferred stock of
the Corporation, voting separately as a class). The number of directors may be
fixed or changed from time to time, within the minimum and maximum, by the Board
of Directors; provided that no action shall be taken to decrease or increase the
number of directors unless at least two-thirds of the directors then in office,
whether or not a quorum, shall concur in said action. Vacancies in the Board of
Directors of the Corporation, however caused, and newly created directorships
shall be filled by a vote of two-thirds of the directors then in office, whether
or not a quorum.

        6.2     Notwithstanding any other provision of these Articles of
Incorporation or the by-laws of the Corporation, any director or the entire
Board of Directors of the Corporation may be removed, at any time, but only for
cause and only by the affirmative vote of the shareholders at a meeting called
for that purpose. For purpose of this Section 6.2, "cause" is defined as a final
conviction of a felony, unsound mind, adjudication of bankruptcy, nonacceptance
of office or conduct prejudicial to the interests of the Corporation. A director
may only be removed by vote of the shareholders after service of specific
charges, adequate notice, and full opportunity to refute the charges.

                                  ARTICLE VII
                                 INCORPORATORS
                                 -------------

        7.1     The names and addresses of the incorporators are:

                NAME                      ADDRESS
                ----                      -------

                Richard P. Morthland      310 Broad Street
                                          Selma, AL 36702-0799

                W. Henry Plant            310 Broad Street
                                          Selma, AL 36702-0799

                Elam P. Holley, Jr.       310 Broad Street
                                          Selma, AL 36702-0799


                                 ARTICLE VIII
                               INTERNAL AFFAIRS
                               ----------------

        The following provisions for the regulation of the business and for the
conduct of the affairs of the Corporation, directors and the shareholders are
hereby adopted:

        8.1     The initial by-laws of the Corporation shall be adopted by the
shareholders. The shareholders shall have the authority to amend, repeal or
alter the by-laws in whole or in part by vote of the holders of a majority of
the outstanding stock of the Corporation, represented either in person or by
proxy at any regular or special shareholders' meeting. The Board of Directors
may also amend, repeal or adopt by-laws, provided, however, that the Board of
Directors may not alter, amend or repeal any by-law establishing what
constitutes a quorum at shareholders' meetings, or which was adopted by the
shareholders and specifically provides that it cannot be altered, amended or
repealed by the Board of Directors. The by-laws may contain any provisions of
the affairs of the Corporation, the directors and shareholders not inconsistent
with the Act or these Articles of Incorporation.

        8.2     The business and affairs of the Corporation shall be managed by
the Board of Directors. The number of directors comprising the initial Board of
Directors shall be the number of persons listed as directors in Article VI
hereof. Thereafter, the number of directors of the Corporation shall be fixed
from time to time by the by-laws, or, in the absence of a by-law fixing the
number of directors, the number of directors shall be the same as

                                       5
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the number comprising the initial Board of Directors. The number of directors
may be increased or decreased from time to time by amendment to the by-laws,
provided that the Board of Directors shall consist of not less than one natural
person, and that no decrease shall have the effect of shortening the term of any
incumbent director.

        8.3     There shall be no cumulative voting rights with respect to the
election of Directors or for any purpose relating to the voting of shares.

        8.4     The Board of Directors shall have the following authority with
respect to an offer for the Corporation's stock or other securities:

        (a)     The Board of Directors may, if it deems it advisable, oppose a
tender or other offer for the Corporation's securities, whether the offer is in
cash or in the securities of a corporation or otherwise. When considering
whether to oppose an offer, the Board of Directors may, but it is not legally
obligated to, consider any pertinent issue; by way of illustration, but not of
limitation, the Board of Directors may, but shall not be legally obligated to,
consider any or all of the following:

                (i)     Whether the offer price is acceptable based on the
        historical and present operating results or financial condition of the
        corporation;

                (ii)    Whether a more favorable price could be obtained for the
        corporation's securities in the future;

                (iii)   The impact which an acquisition of the corporation would
        have on the employees, depositors and customers of the corporation and
        its subsidiaries and the communities which they serve;

                (iv)    The reputation and business practices of the offeror and
        its management and affiliates as they would affect the employees,
        depositors and customers of the Corporation and its subsidiaries and the
        future value of the corporation's stock;

                (v)     The value of the securities (if any) which the offeror
        is offering in exchange for the corporation's securities, based on an
        analysis of the worth of the corporation as compared to the corporation
        or other entity whose securities are being offered; and

                (vi)    Any antitrust or other legal and regulatory issues that
        are raised by the offer.

        (b)     If the Board of Directors determines that an offer should be
rejected, it may take any lawful action to accomplish its purpose. including,
but not limited to, any or all of the following: Advising shareholders not to
accept the offer; litigation against the offeror; filing complaints with all
governmental and regulatory authorities; acquiring the corporation's securities;
selling or otherwise issuing authorized but unissued securities or treasury
stock or granting options with respect thereto; acquiring a company to create an
antitrust or other regulatory problem for the offeror; and soliciting a more
favorable offer from another individual or entity.

        8.5(a)  The Corporation, acting through its Board of Directors, shall
have the authority to indemnify any person who was or is a party or threatened
to be made a party to any threatened, pending or completed claim, action, suit
or proceeding, whether civil, criminal, administrative or investigative,
including appeals, including an action by or in the right of the Corporation, by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as an
officer, director, partner, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such claim, action,
suit or proceeding, to the full extent authorized under Alabama law or any other
relevant laws.

                                       6
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        (b)     The Corporation, acting through its Board of Directors, shall
have the authority to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
partner, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise 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 under the provisions of the laws of Alabama or any other relevant
laws.

        (c)     A director of the Corporation shall not be personally liable to
the Corporation or its shareholders for monetary damages for any action taken,
or any failure to take any action, as a director, except liability for (i) the
amount of a financial benefit received by a director to which he or she is not
entitled; (ii) an intentional infliction of harm on the Corporation or the
shareholders; (iii) a violation of Section 10-2B-8.33 of the 1994 Alabama
Business Corporation Act ("Liability for Unlawful Distributions"); (iv) an
intentional violation of criminal law; or (v) a breach of the director's duty of
loyalty to the Corporation or its shareholders. If the 1994 Alabama Business
Corporation Act or other Alabama law is amended or enacted after the date of
filing of this Paragraph 8.5(c) to further eliminate or limit the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the 1994
Alabama Business Corporation Act, as so amended, or such other Alabama law. Any
repeal or modification of this Paragraph 8.5(c) by the shareholders of the
Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.

        8.6     The Corporation reserves the right from time to time to amend,
alter or repeal each and every provision contained in these Articles of
Incorporation, or to add one or more additional provisions, in the manner now or
hereafter prescribed or permitted by the Act, and all rights conferred upon
shareholders at any time are granted subject to this reservation.

                                       7
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     IN WITNESS WHEREOF, the Board of Directors of the Corporation has caused
these Articles of Restatement to be signed on behalf of the Corporation by its
Chairman of the Board and Chief Executive Officer and attested by its Secretary,
this ____ day of __________, 1998.



                                        THE PEOPLES BANCTRUST COMPANY, INC.



                                        ----------------------------------------
                                        Richard P. Morthland
                                        Chairman of the Board
                                         and Chief Executive Officer
ATTEST:



----------------------------------------
Elam P. Holley, Jr.