<PAGE>

                                                                    Exhibit 3(a)

                         CERTIFICATE OF INCORPORATION

                                      OF

                           CITIZENS FINANCIAL CORP.


     The undersigned incorporators do hereby incorporate or organize a
corporation under the General Corporation Law of Delaware, for the purpose and
on the terms hereinafter set forth:


     FIRST. The name of this corporation shall be CITIZENS FINANCIAL CORP.


     SECOND. The corporation's registered office in the State of Delaware shall
be 4305 Lancaster Pike, in the City of Wilmington, New Castle County, Delaware.
The corporation's registered agent at such address shall be Corporation Service
Company, whose mailing address is P.O. Box 591, Wilmington, Delaware 19899.

     THIRD. The purpose of this corporation are, primarily, to purchase, own and
hold the stock of national banking associations, state banking institutions and
other corporations, subject to such regulatory approval as may be required, to
perform such actions as may be usual and customary in directing the operations
of the entities so acquired, and, generally, to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

     FOURTH. The corporation shall have the authority to issue two million two
hundred fifty thousand (2,250,000) shares of stock, and the par value of each
such share shall be two dollars ($2.00).

     FIFTH. The names and mailing addresses of the incorporators are as follows:
     Max L. Armentrout                  Route 1, Box 306A
                                        Chenoweth Creek Road
                                        Elkins, WV 26241

     Raymond L. Fair                    Route 1
                                        Chenoweth Creek Road
                                        Elkins, WV 26241


     John F. Harris                     1008 South Davis Avenue
                                        Elkins, WV 26241



                                      66

<PAGE>

                                        Exhibit 3 (a) (cont.)
     Emery Thompson, Jr.                317 Wilson Street
                                        Elkins, WV   26241

     L. T. Williams                     Route 2, Box 6
                                        Elkins, WV  26241

     SIXTH. The powers of the incorporators shall terminate upon the filing of
this Certificate of Incorporation, and the names and mailing addresses of the
persons who are to serve as directors until the first annual meeting of
stockholders or until their successors are elected and qualified are as follows:

     Max L. Armentrout                  Route 1, Box 306A
                                        Chenoweth Creek Road
                                        Elkins, WV   26241

     Raymond L. Fair                    Route 1
                                        Chenoweth Creek Road
                                        Elkins, WV  26241

     John F. Harris                     1008 South Davis Avenue
                                        Elkins, WV  26241

     W. H. Scheel, Jr.                  Box 2207
                                        Elkins, WV  26241

     Emery Thompson, Jr.                317 Wilson Street
                                        Elkins, WV  26241

     L. T. Williams                     Route 2, Box 6
                                        Elkins, WV  26241

     SEVENTH. The following provisions shall apply to the management of the
business and to the conduct of the affairs of the corporation:


     (A) Directors.  The board of directors shall consist of not less than five
         ---------
         (5) nor more than twenty-five (25) stockholders, the exact number to be
         fixed and determined from time to time by resolution of a majority of
         the stockholders at any annual or special meeting thereof. The
         directors shall be divided into three classes, as nearly equal in
         number as possible, to be designated as Class 1, consisting of not more
         than eight (8) directors; Class 2, consisting of nor more than eight
         (8) directors; and Class 3, consisting of not more than nine (9)
         directors.

 .  The term of office of the initial director of Class 1 shall expire at the
   first annual meeting of stockholders following their election and their
   successors shall be elected for three-year



                                      67
<PAGE>

                                                            Exhibit 3(a) (cont.)

   terms. The term of office of the initial directors of Class 2 shall expire at
   the second annual meeting of stockholders following their election, and their
   successors shall be elected to three-year terms. The term of office of the
   initial directors of Class 3 shall expire at the third annual meeting of
   stockholders following their election, and their successors shall be elected
   to three-year terms. Thereafter, all directors shall be elected to three-year
   terms. Each director shall serve until his or her successor shall have been
   elected and shall qualify or until her or her earlier resignation or removal.

   (B) Cumulative Voting.  Each stockholder shall be entitled to one vote for
       -----------------
each share of stock held by such stockholder. No stockholder shall have the
right to cumulate his or her votes with respect to any election of directors.

   (C) Preemptive Rights.  No stockholder shall have any preemptive right to
       -----------------
subscribe to any additional issue of stock of the corporation or to any security
convertible into such stock.

   (D) Directors' Personal Liability.  No director shall be personally liable to
       -----------------------------
the corporation or its stockholders for monetary damages for any breach of duty
by such directors as a director. Notwithstanding the foregoing sentence, a
director shall be liable to the extent provided by applicable law (i) for breach
of the director's duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware
General Corporation Law or (iv) for any transaction from which the director
derived an improper personal benefit. No amendment to or repeal of this Article
SEVENTH (E) shall apply to or have any effect on the liability or alleged
liability of any director of the corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment. The bylaws of the
corporation shall govern the implementation of the provision and related matters
consistent herewith.

   (E) Directors' and Officers' Liability Insurance.  The corporation shall use
       --------------------------------------------
its best efforts to purchase and maintain insurance, on behalf of any person who
is or was a director or officer of the corporation, or is or was serving at the
request of the corporation as a director or officer of another corporation or
other enterprise, in such amounts or limits as may from time to time be
determined to be reasonable as provided in the by-laws, against any liability
asserted against such person and incurred by him or her in any such capacity, or
arising out of his or her status as such director or officer, whether or not the
corporation would have the power to indemnify him or her against such liability
under law. This provision for directors' and officers' liability insurance is in
addition to and not exclusive of all other rights to which directors or officers
seeking indemnification may be entitled under any law, by-law, agreement, vote
of stockholders or disinterested directors, or otherwise.

  (F)  Acquisition Transactions.
       ------------------------

  (1)  Board of Directors Considerations.  The board of directors, if it deems
       ---------------------------------
       it advisable, may oppose or decline an acquisition transaction (defined
       below). When considering whether to oppose or decline an acquisition
       transaction, the board of directors shall consider all pertinent issues
       which, by way of illustration and not of limitation, may include any and
       all of the following:


                                      68
<PAGE>

                                                        Exhibit 3 (a) (cont.)

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

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

     (c)  The impact which an acquisition transaction would have on employees,
          depositors, or customers of the corporation and its subsidiaries in
          the community which they serve;

     (d)  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;

     (e)  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

     (f)  Any antitrust or other legal or regulatory issues that are raised by
          the offeror. If the board of directors upon consideration of all
          pertinent issues, determines that an acquisition should be declined or
          opposed, it may take any lawful action to accomplish such purpose,
          including, but not limited to any and all of the following: advising
          stockholders not to accept; litigation against the offeror; filing
          complaints with all governmental and regulatory authorities; issuing
          the authorized but unissued securities or treasury stock of the
          corporation or granting options with respect thereto; or obtaining a
          more favorable offer from an individual or other entity.

(2) Vote Required. For and acquisition transaction requiring the approval of
    -------------
    the shareholders, the following shall apply:

     (a)  If a majority of the members of the board of directors shall have
          approved the acquisition transaction and submitted it for the approval
          of the shareholders with a recommendation that the shareholders vote
          in favor of the acquisition transaction, then the approval of a
          majority of the issued and outstanding shares entitled to vote shall
          be sufficient to approve the acquisition transaction; or

     (b)  If a majority of the members of the board of directors has not
          approved an acquisition transaction, or a majority of the board of
          directors has declined or objected to an acquisition transaction, then
          the approval of sixty-six percent (66%) of the issued and outstanding
          shares entitled to vote shall be required to approve the acquisition
          transaction.

(3) Acquisition Transactions.  The term "acquisition transaction" shall include
    ------------------------
    every type of acquisition, whether effected by purchase, exchange, merger,
    consolidation, tender, operation of law or other means, of all or a
    substantial part of the corporation's issued or outstanding stock or assets.
    A "substantial part" shall mean (i) more than 25% of the issued or
    outstanding shares of the corporation or of any subsidiary of subsidiaries
    which comprise more than 25% of the consolidated assets of the corporation,
    of (ii) assets of the corporation



                                      69

<PAGE>

                                              Exhibit 3 (a) (cont.)

          or any subsidiary having a value of more than 25% of the total
          consolidated assets of the corporation as of the end of the most
          recent fiscal year of the corporation; provided, however, that the
          term shall not apply to the merger, consolidation, reorganization or
          other similar transactions of and among subsidiaries of the
          corporation which are approved by the corporation as shareholder.

     (4)  Any amendment to this Article SEVENTH, Section (f) shall require the
          approval of 66% of the issued and outstanding shares.

     (G)  By-laws.  All other provisions, not inconsistent with law or with this
          -------
Certificate of Incorporation, relating to the business of the corporation, the
conduct of its affairs and its rights or powers or the rights or powers of its
stockholders, directors, or officer, shall be established by the by-laws. The
power to adopt, amend or repeal by-laws is hereby conferred upon the directors
to the extent permitted by law.

     THE UNDERSIGNED INCORPORATORS, for the purpose of forming a corporation
under the laws of the State of Delaware, do make, file and record this
Certificate of Incorporation and to certify that the facts herein are true; and
we have accordingly set our respective hands to duplicate originals hereof this
29/th/ day of September, 1986.


                                   /s/ Max L. Armentrout
                                   --------------------------------
                                   Max L. Armentrout, Incorporator



                                   /s/ Raymond L. Fair
                                   --------------------------------
                                   Raymond L. Fair, Incorporator



                                   /s/ John F. Harris
                                   ---------------------------------
                                   John F. Harris, Incorporator



                                   /s/ Emery Thompson, Jr.
                                   ----------------------------------
                                   Emery Thompson, Jr., Incorporator



                                   /s/ L. T. Williams
                                   ----------------------------------
                                   L. T. Williams, Incorporator



                                      70